UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2007
[ ] TRANSISTION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to __________
Commission File Number I-4383
ESPEY MFG. & ELECTRONICS CORP.
(Exact name of registrant as specified in charter)
NEW YORK 14-1387171
(State of Incorporation) (I.R.S. Employer's Identification No.)
233 Ballston Avenue, Saratoga Springs, New York 12866
(Address of principal executive offices)
Issuer's telephone number, including area code 518-584-4100
------------
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. YES [X] NO [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [ ] NO [X]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
Class Outstanding at November 12, 2007
----- --------------------------------
Common stock, $.33-1/3 par value 2,320,150 shares
Transitional Small Business Disclosure Format YES [ ] NO [ ]
ESPEY MFG. & ELECTRONICS CORP.
Quarterly Report on Form 10-QSB
I N D E X
PART I FINANCIAL INFORMATION PAGE
Item 1 Financial Statements:
Balance Sheet (Unaudited) - September 30, 2007 1
Statements of Income (Unaudited) -
Three Months Ended September 30, 2007 and 2006 2
Statements of Cash Flows (Unaudited)-
Three Months Ended September 30, 2007 and 2006 3
Notes to Financial Statements (Unaudited) 4
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
Item 3 Controls and Procedures 10
PART II OTHER INFORMATION 11
Item 1 Legal Proceedings 11
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 11
Item 3 Defaults on Senior Securities 11
Item 4 Submission of Matters to a Vote of Security Holders 11
Item 5 Other Information 11
Item 6 Exhibits 11
SIGNATURES 12
PART I: FINANCIAL INFORMATION
ESPEY MFG. & ELECTRONICS CORP.
Balance Sheet (Unaudited)
September 30, 2007
ASSETS:
Cash and cash equivalents $ 11,036,079
Short term investments 4,320,000
Trade accounts receivable, net 3,356,244
Other receivables 5,934
Income taxes receivable 64,358
Inventories:
Raw materials and supplies 1,675,954
Work-in-process 1,952,622
Costs relating to contracts in process, net of advance
payments of $194,941 at September 30, 2007 6,896,601
------------
Total inventories 10,525,177
Deferred income taxes 181,606
Prepaid expenses and other current assets 404,708
------------
Total current assets 29,894,106
------------
Property, plant and equipment, net 2,881,686
------------
Total assets $ 32,775,792
============
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable $ 548,807
Accrued expenses:
Salaries, wages and commissions 187,393
Vacation 491,242
ESOP payable 90,643
Other 45,921
Payroll and other taxes withheld and accrued 64,754
Income taxes payable --
------------
Total current liabilities 1,428,760
------------
Deferred income taxes 168,612
------------
Total liabilities 1,597,372
------------
Common stock, par value $.33-1/3 per share.
Authorized 10,000,000 shares; issued 3,029,874 shares
on September 30, 2007. Outstanding 2,315,750 (includes
243,125 Unearned ESOP Shares) on September 30, 2007 1,009,958
Capital in excess of par value 13,022,234
Retained earnings 27,285,761
Less: Unearned ESOP Shares (3,600,459)
Cost of 714,124 Treasury shares on September 30, 2007 (6,539,074)
------------
Total stockholders' equity 31,178,420
------------
Total liabilities and stockholders' equity $ 32,775,792
============
See accompanying notes to the financial statements.
1
ESPEY MFG. & ELECTRONICS CORP.
Statements of Income (Unaudited)
Three Months Ended September 30, 2007 and 2006
Three Months
2007 2006
-----------------------
Net sales $6,301,786 $6,071,906
Cost of sales 4,952,676 4,674,598
---------- ----------
Gross profit 1,349,110 1,397,308
Selling, general and
administrative expenses 667,553 726,980
---------- ----------
Operating income 681,557 670,328
---------- ----------
Other income (expense)
Interest and dividend income 196,121 145,511
Other 19,485 3,625
---------- ----------
215,606 149,136
---------- ----------
Income before income taxes 897,163 819,464
Provision for income taxes 305,580 276,414
---------- ----------
Net income $ 591,583 $ 543,050
========== ==========
Net income per share:
Basic $ 0.29 $ 0.27
Diluted $ 0.28 $ 0.26
---------- ----------
Weighted average number of shares outstanding:
Basic 2,065,879 2,034,014
Diluted 2,103,746 2,060,338
---------- ----------
Dividends per share: $ 0.1750 $ 0.1300
========== ==========
See accompanying notes to the financial statements.
2
ESPEY MFG. & ELECTRONICS CORP.
Statements of Cash Flows (Unaudited)
Three Months Ended September 30, 2007 and 2006
September 30,
2007 2006
------------ ------------
Cash Flows From Operating Activities:
Net income $ 591,583 $ 543,050
Adjustments to reconcile net income to net
cash provided by operating activities:
Excess tax benefits from share-based compensation 53,725 24,569
Stock-based compensation 50,840 39,189
Depreciation 123,657 121,128
ESOP compensation expense 134,247 107,250
Loss on disposal of assets 1,526 3,493
Deferred income tax (14,229) (18,204)
Changes in assets and liabilities:
(Increase) decrease in trade receivable, net (335,763) 957,032
(Increase) decrease in other receivables (2,486) 1,657
Increase in income taxes receivables (64,358) --
Decrease (increase) in inventories 624,150 (135,680)
Decrease (increase) in prepaid expenses and other current assets 143,504 (185,881)
(Decrease) increase in accounts payable (432,144) 672,065
Increase in accrued salaries, wages and commissions 25,191 40,716
Decrease in other accrued expenses (114) (4,551)
Decrease in vacation accrual (91,239) (29,789)
Increase in payroll and other taxes withheld and accrued 22,688 4,451
Decrease in income taxes payable (253,668) (544,728)
Decrease in ESOP payable (43,604) (35,642)
------------ ------------
Net cash provided by operating activities 533,506 1,560,125
------------ ------------
Cash Flows From Investing Activities:
Additions to property, plant and equipment (72,359) (109,933)
Purchase of short term investments (864,000) (864,000)
Maturity of short term investments 864,000 576,000
------------ ------------
Net cash used in investing activities (72,359) (397,933)
------------ ------------
Cash Flows From Financing Activities:
Dividends on common stock (360,147) (264,449)
Purchase of treasury stock (370,857) (31,126)
Proceeds from exercise of stock options 156,100 100,550
Excess tax benefits from share-based compensation 53,725 24,569
------------ ------------
Net cash used in financing activities (521,179) (170,456)
------------ ------------
(Decrease) increase in cash and cash equivalents (60,032) 991,736
Cash and cash equivalents, beginning of period 11,096,111 7,072,615
------------ ------------
Cash and cash equivalents, end of period 11,036,079 8,064,351
============ ============
Supplemental disclosures of cash flow information:
Income Taxes Paid $ 540,000 $ 790,500
============ ============
See accompanying notes to the financial statements.
3
ESPEY MFG. & ELECTRONICS CORP.
Notes to Financial Statements (Unaudited)
-----------------------------------------
Note 1. Basis of Presentation
In the opinion of management the accompanying unaudited financial statements
contain all adjustments (consisting of only normal recurring adjustments)
necessary for a fair presentation of the results for such periods. The results
for any interim period are not necessarily indicative of the results to be
expected for the full fiscal year. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with United
States generally accepted accounting principles have been condensed or omitted.
These financial statements should be read in conjunction with the Company's most
recent audited financial statements included in its report on Form 10-KSB for
the year ended June 30, 2007.
Note 2. Net income per Share
Basic net income per share excludes dilution and is computed by dividing net
income available to common stockholders by the weighted average number of common
shares outstanding for the period. Diluted net income per share reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the income of the Company. As
Unearned ESOP shares are released or committed-to-be-released the shares become
outstanding for earnings-per-share computations.
Note 3. Stock Based Compensation
Effective July 1, 2006, the Company adopted Statement of Financial Accounting
Standards No. 123 (Revised 2004),"Share-Based Payment" ("SFAS No. 123 (R)"),
which amends SFAS No. 123 and supersedes Accounting Principles Board Opinion
("APB") No. 25 in establishing standards for the accounting for transactions in
which an entity exchanges its equity instruments for goods or services, as well
as transactions in which an entity incurs liabilities in exchange for goods or
services that are based on the fair value of the entity's equity instruments or
that maybe settled by the issuance of those equity instruments. SFAS No. 123(R)
requires that the cost resulting from all share-based payment transactions be
recognized in the financial statements based on the fair value of the
share-based payment. SFAS No.123(R) establishes fair value as the measurement
objective in accounting for share-based payment transactions with employees,
except for equity instruments held by employee share ownership plans. As allowed
under SFAS No. 123(R), the Company elected the modified prospective method of
adoption, under which compensation cost is recognized in the financial
statements beginning with the effective date of SFAS No. 123(R) for all
share-based payments granted after that date, and for all unvested awards
granted prior to the effective date of SFAS No. 123(R). Accordingly, prior
period amounts have not been restated.
Total stock-based compensation expense recognized in the Statement of Income for
the three months ended September 30, 2007 and 2006, was $50,840 and $39,189,
respectively, before income taxes. The related total deferred tax benefit was
approximately $4,017 and $3,069, for the three months ended September 30, 2007
and 2006, respectively. Prior to the adoption of SFAS No. 123(R), the Company
presented all tax benefits for deductions resulting from the exercise of stock
options as operating cash flows in the Statements of Cash Flows. SFAS No. 123(R)
requires the tax benefits resulting from tax deductions in excess of the
compensation cost recognized for those options to be classified and reported as
both an operating cash outflow and a financing cash inflow on a prospective
basis upon adoption.
As of September 30, 2007, there was approximately $120,183 of unrecognized
compensation cost related to stock option awards that is expected to be
recognized as expense over a period of 1.5 years.
The Company has one employee stock option plan, the 2000 Stock Option Plan (the
"2000 Plan"). The Board of Directors may grant options to acquire shares of
common stock to employees of the Company at the fair market value of the common
stock on the date of grant. Generally, options granted have a two-year vesting
period based on two years of continuous service and have a ten-year contractual
life. Option grants provide for accelerated vesting if there is a change in
control. Shares issued to satisfy option grants are issued from Treasury stock.
Options authorized for issuance under the 2000 Stock Option Plan totaled
275,300. As of September 30, 2007, of the options authorized for issuance,
123,200 were granted and are outstanding, 21,800 of which are vested and
exercisable.
4
Options available for future grants at September 30, 2007 total 75,400. If
approved by the Company's shareholders at the Company's Annual Meeting on
November 30, 2007, the 2007 Stock Option and Restricted Stock Plan (the "2007
Plan") will supercede the 2000 Plan and no further grants of options will be
made under said plan. Four hundred thousand shares would be available for the
grant of options or restricted stock awards under the 2007 Plan.
SFAS No. 123(R) requires the use of a valuation model to calculate the fair
value of stock-based awards. The Company has elected to use the Black-Scholes
option valuation model, which incorporates various assumptions including those
for volatility, expected life and interest rates.
The table below outlines the weighted average assumptions that the Company used
to calculate stock-based employee compensation for the three months ended
September 30, 2007:
Three Months Ended
September 30, 2007
------------------
Dividend yield 2.40 %
Expected stock price volatility 22.29 %
Risk-free interest rate 4.54 %
Expected option life (in years) 5
Weighted average fair value per share of options granted during the period $4.04
The Company pays dividends quarterly and does plan to pay dividends in the
foreseeable future. Expected stock price volatility is based on the historical
volatility of the Company's stock. The risk-free interest rate is based on the
implied yield available on U.S. Treasury issues with an equivalent term
approximating the expected life of the options. The expected option life (in
years) represents the estimated period of time until exercise and is based on
the safe harbor calculation under SFAS No. 123.
The following table summarizes stock option activity during the three months
ended September 30, 2007:
Employee Stock Options Plan
---------------------------------------
Weighted
Number of Weighted Average
Shares Average Remaining
Subject Exercise Contractual
To Option Price Term
---------------------------------------
Balance at July 1, 2007 138,800 $15.77 8
Granted -- -- --
Exercised (15,600) $10.01 --
Forfeited or expired -- -- --
---------------------------------------
Balance September 30, 2007 123,200 $16.50 8
=======================================
Exercisable at September 30, 2007 21,800 $10.31 6
=======================================
The intrinsic value of stock options exercised was $17,914, during the three
months ended September 30, 2007. The intrinsic value of stock options
outstanding and exercisable as of September 30, 2007 and 2006, was $239,585 and
$387,525, respectively.
Note 4. Commitments and Contingencies
The Company at certain times enters into standby letters of credit agreements
with financial institutions primarily relating to the guarantee of future
performance on certain contracts. Contingent liabilities on outstanding standby
letters of credit agreements aggregated to zero at September 30, 2007. As a
government contractor, the Company is continually subject to audit by various
agencies of the U.S. Government to determine compliance with various procurement
laws and regulations. As a result of such audits and as part of normal business
operations of the Company, various claims and charges can be asserted against
the Company. It is not possible to predict the outcome of such actions.
Currently the Company has no claims or assertions against it.
5
Note 5. Recently Issued Accounting Standards
In July 2006, the FASB issued Interpretation No. ("FIN") 48, Accounting for
Uncertainty in Income Taxes-An Interpretation of FASB Statement No. 109, which
prescribes a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be
taken in a tax return. In particular, this interpretation requires uncertain tax
positions to be recognized only if they are "more-likely-than-not" to be upheld
based on their technical merits. Additionally, the measurement of the tax
position will be based on the largest amount that is determined to have greater
than a 50% likelihood of realization upon ultimate settlement. Any resulting
cumulative effect of applying the provisions of FIN 48 upon adoption would be
reported as an adjustment to the beginning balance of retained earnings in the
period of adoption. FIN 48 was effective beginning July 1, 2007. The adoption of
FIN 48 did not have a material effect on the Company's financial statements.
In September 2006, the FASB issued Statement of Financial Accounting Standard
("SFAS") No. 157, Fair Value Measurements. SFAS 157 defines fair value,
establishes a framework for measuring fair value, and expands disclosures about
fair value measurements. SFAS 157 applies to other accounting pronouncements
that require or permit fair value measurements, but does not require any new
fair value measurements. SFAS 157 is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods within
those years. The Company is currently evaluating the effect of the guidance
contained in SFAS 157 and does not expect the implementation to have a material
effect on the Company's financial statements.
Note 6. Employee Stock Ownership Plan
The Company sponsors a leveraged employee stock ownership plan (the "ESOP") that
covers all nonunion employees who work 1,000 or more hours per year and are
employed on June 30.
The Company makes annual contributions to the ESOP equal to the ESOP's debt
service less dividends on unallocated shares received by the ESOP. All dividends
on unallocated shares received by the ESOP are used to pay debt service.
Dividends on allocated ESOP shares are recorded as a reduction of retained
earnings. As the debt is repaid, shares are released and allocated to active
employees, based on the proportion of debt service paid in the year. The Company
accounts for its ESOP in accordance with Statement of Position 93-6.
Accordingly, the shares purchased by the ESOP are reported as Unearned ESOP
Shares in the statement of financial position. As shares are released or
committed-to-be-released, the Company reports compensation expense equal to the
current average market price of the shares, and the shares become outstanding
for earnings-per-share (EPS) computations. ESOP compensation expense was
$134,247 for the quarter ended September 30, 2007. The ESOP shares as of
September 30, 2007 were as follows:
Allocated Shares 434,553
Committed-to-be-released shares 6,042
Unreleased shares 243,125
----------
Total shares held by the ESOP 683,720
==========
Fair value of unreleased shares at September 30, 2007 $5,178,563
==========
6
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview
Espey Mfg. & Electronics Corp. (the "Company") located in Saratoga Springs, New
York, is engaged principally in the development, design, production and sale of
specialized electronic power supplies, a wide variety of transformers and other
types of iron-core components, and electronic system components. In some cases,
the Company manufactures such products in accordance with pre-developed
mechanical and electrical requirements ("build to print"). In other cases, the
Company is responsible for both the overall design and manufacture of the
product. The Company does not generally manufacture standardized components and
does not have a product line. The products manufactured by the Company find
application principally in (i) shipboard and land based radar, (ii) locomotives,
(iii) aircraft, (iv) short and medium range communication systems, (v)
navigation systems, and (vi) land-based military vehicles.
Business is solicited from large industrial manufacturers and defense companies,
the government of the United States, foreign governments and major foreign
electronic equipment companies. In certain countries the Company has external
sales representatives to help solicit and coordinate foreign contracts. The
Company is also on the eligible list of contractors of the United States
Department of Defense and generally is automatically solicited by such agencies
for procurement needs falling within the major classes of products produced by
the Company. In addition, the Company directly solicits bids from the United
States Department of Defense for prime contracts.
There is competition in all classes of products manufactured by the Company from
divisions of the largest electronic companies, as well as many small companies.
The Company's sales do not represent a significant share of the industry's
market for any class of its products. The principal methods of competition for
electronic products of both a military and industrial nature include, among
other factors, price, product performance, the experience of the particular
company and history of its dealings in such products. The Company, as well as
other companies engaged in supplying equipment for military use, is subject to
various risks, including, without limitation, dependence on United States and
foreign government appropriations and program allocations, the competition for
available military business, and government termination of orders for
convenience.
In the first three months of fiscal 2008, the Company received approximately
$4.2 million in new orders. These orders include both follow-on production
quantities for mature products, and engineering development orders which will
enable the Company to utilize its engineering expertise in developing new
customer specific products. Some of these products, once developed, will be
produced in the Company's manufacturing facility and are expected to provide
large production order quantities over several years. These orders are in line
with the Company's strategy of being involved in long-term high quantity
military and industrial products.
The sales backlog of approximately $34.1 million at September 30, 2007 gives the
Company a solid base of future sales and, therefore, management expects sales
for fiscal 2008 to equal or exceed sales for fiscal 2007. In addition to the
backlog, the Company currently has outstanding quotations and expected business
representing approximately $42 million in the aggregate for both repeat and new
programs.
Sales to two significant customers in the first quarter of fiscal 2008 and 2007
represented 56.9% and 56.8%, respectively, of the Company's total sales. While
the Company has always had a small number of customers that account for a large
percentage of its total sales in any given year, management is pursuing business
opportunities involving significant product programs with new and current
customers with an overall objective of lowering the concentration of sales and
minimizing the impact of a significant customer or excessive reliance upon a
single major product program of a particular customer. The current backlog of
$34.1 million includes $23.5 million from these two customers at September 30,
2007.
The outstanding quotations encompass various new and previously manufactured
power supplies, transformers, and subassemblies. However, there can be no
assurance that the Company will acquire any or all of the anticipated orders
described above, many of which are subject to allocations of the United States
defense spending and factors affecting the defense industry and military
procurement generally.
7
The total backlog for the Company of $34.1 million at September 30, 2007, down
$1.5 million over September 30, 2006, represents the estimated remaining sales
value of work to be performed under firm contracts. These contracts include
significant orders for military and industrial power supplies, and contracts to
manufacture certain customer products in accordance with pre-engineered
requirements. The funded portion of this backlog at September 30, 2007 is
approximately $33.8 million. This includes items that have been authorized and
appropriated by Congress and/or funded by the customer. The unfunded backlog is
approximately $316,000 and represents one order for which funding has not yet
been received from the customer. While there is no guarantee that future budgets
and appropriations will provide funding for a given program, management has
included in unfunded backlog only those programs that it believes are likely to
receive funding. The unfunded backlog at September 30, 2006 was $4.3 million.
Management, along with the Board of Directors, continues to evaluate the
availability of and use of the Company's working capital. Expectations are that
the working capital will be required to fund new orders over the next several
quarters, dividend payments, and general operations of the business. Also, the
Mergers and Acquisitions Committee of the Board of Directors continues to
evaluate potential strategic options on a periodic basis.
Critical Accounting Policies and Estimates
Management believes our most critical accounting policies include revenue
recognition and estimates to completion.
A significant portion of our business is comprised of development and production
contracts. Generally, revenues on long-term fixed-price contracts are recorded
on a percentage of completion basis using units of delivery as the measurement
basis for progress toward completion.
Percentage of completion accounting requires judgment relative to expected
sales, estimating costs and making assumptions related to technical issues and
delivery schedule. Contract costs include material, subcontract costs, labor and
an allocation of overhead costs. The estimation of cost at completion of a
contract is subject to numerous variables involving contract costs and estimates
as to the length of time to complete the contract. Given the significance of the
estimation processes and judgments described above, it is possible that
materially different amounts of expected sales and contract costs could be
recorded if different assumptions were used, based on changes in circumstances,
in the estimation process. When a change in expected sales value or estimated
cost is determined, changes are reflected in current period earnings.
Results of Operations
Net sales for the three months ended September 30, 2007 were $6,301,786 as
compared to $6,071,906 for the same period in 2006, representing a 3.8%
increase. Generally, this increase can be attributed to the contract specific
nature of the Company's business. The Company continues to deliver product on
its single largest order for power supplies and the increase in sales for the
quarter is largely attributable to an increase in shipments on this order. New
orders received in the first three months of fiscal 2008 were approximately $4.2
million compared to approximately $3.9 million in the first three months of
fiscal 2007. The sales order backlog has been over $30 million for ten quarters
in a row and expectations are this trend will continue.
The primary factor in determining gross profit and net income is product mix.
The gross profits on mature products and build to print contracts are higher
than with respect to the products, which are still in the engineering
development stage or in the early stages of production. In any given accounting
period the mix of product shipments between higher margin mature programs and
less mature programs including loss contracts, has a significant impact on gross
profit and net income.
For the three months ended September 30, 2007 and 2006 gross profits were $
1,349,110 and $1,397,308, respectively. Gross profit as a percentage of sales
was 21.4% and 23%, for the three months ended September 30, 2007 and 2006,
respectively. The reduced gross profit percentage in the three months ended
September 30, 2007, was the result of higher overhead expenses including
supervisory labor for quality control and production, ESOP contribution,
production supplies and maintenance. Management continues to evaluate the
Company's workforce to ensure that production and overall execution of the
backlog orders and additional anticipated orders are successfully performed.
Employment at September 30, 2007 was 182 compared to 173 people at September 30,
2006.
8
Selling, general and administrative expenses were $667,553 for the three months
ended September 30, 2007, a decrease of $59,427 compared to the three months
ended September 30, 2006. The decrease is primarily due to the decreased labor
for administrative purposes and lower selling costs due to reduced headcount.
Other income for three months ended September 30, 2007 increased as compared to
the three months ended September 30, 2006, due to increased interest income on
the Company's cash and cash equivalents and short-term investments due to higher
interest rates. The Company does not believe that there is a significant risk
associated with its investment policy, since at September 30, 2007 all of the
investments are primarily represented by short-term liquid investments including
certificates of deposit and money market funds.
The effective income tax rate at September 30, 2007 and 2006 was 34.1% and 33.7%
respectively. The effective tax rate for September 30, 2006 is less than the
statutory tax rate mainly due to the foreign exportation benefit the Company
receives on its international sales, the Qualified Production Activities
benefit, and the benefit derived from the ESOP dividends paid on allocated
shares.
Net income for the three months ended September 30, 2007, was $591,583 or $.29
and $.28 per share, basic and diluted, respectively, compared to $543,050 or
$.27 and $.26 per share, basic and diluted, respectively, for the three months
ended September 30, 2006. The increase in net income per share was due to the
decrease in selling, general and administrative expenses, increased interest
income, offset partially by reduced gross profit as a percentage of sales.
Liquidity and Capital Resources
The Company's working capital is an appropriate indicator of the liquidity of
its business, and during the past three fiscal years, the Company, when
possible, has funded all of its operations with cash flows resulting from
operating activities and when necessary from its existing cash and investments.
The Company did not borrow any funds during the last three fiscal years.
Management has available a $3,000,000 line of credit to help fund further growth
or working capital needs, if necessary, but does not anticipate the need for any
borrowed funds in the foreseeable future. This line of credit expires on
November 30, 2007.
The Company's working capital as of September 30, 2007 was approximately $28.5
million. During the three months ended September 30, 2007 and 2006 the Company
repurchased 16,743 and 1,766 shares, respectively, of its common stock from the
Company's ESOP, for a total purchase price of $370,857 and $31,126,
respectively. Under existing authorizations from the Company's Board of
Directors, as of September 30, 2007, management is authorized to purchase an
additional $1,629,143 of Company stock.
Three Months Ended September 30,
2007 2006
------------ ------------
Net cash provided by operating activities $ 533,506 $ 1,560,125
Net cash used in investing activities (72,359) (397,933)
Net cash used in financing activities (521,179) (170,456)
Net cash provided by operating activities fluctuates between periods primarily
as a result of differences in net income, the timing of the collection of
accounts receivable, purchase of inventory, level of sales and payment of
accounts payable. Net cash used in investing activities decreased in the first
three months of fiscal 2008 due to the increase in maturities of short-term
investments. The increase in cash used in financing activities is due primarily
to the purchases of treasury stock during the current quarter.
The Company currently believes that the cash flow generated from operations and
when necessary, from cash and cash equivalents, will be sufficient to meet its
long-term funding requirements for the foreseeable future.
During the three months ended September 30, 2007 and 2006, the Company expended
$72,359 and $109,933, respectively, for plant improvements and new equipment.
The Company has budgeted approximately $400,000 for new equipment and plant
improvements in fiscal 2008. Management presently anticipates that the funds
required will be available from current operations.
9
The Company at certain times enters into standby letters of credit agreements
with financial institutions primarily relating to the guarantee of future
performance on certain contracts. Contingent liabilities on outstanding standby
letters of credit agreements aggregated to zero at September 30, 2007.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This report contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. The terms "believe,"
"anticipate," "intend," "goal," "expect," and similar expressions may identify
forward-looking statements. These forward-looking statements represent the
Company's current expectations or beliefs concerning future events. The matters
covered by these statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from those set forth in the
forward-looking statements, including the Company's dependence on timely
development, introduction and customer acceptance of new products, the impact of
competition and price erosion, supply and manufacturing constraints, maintenance
and potential increase of the Company's backlog, potential new orders from
customers and other risks and uncertainties. The foregoing list should not be
construed as exhaustive, and the Company disclaims any obligation subsequently
to revise any forward-looking statements to reflect events or circumstances
after the date of such statements or to reflect the occurrence of anticipated or
unanticipated events. The Company wishes to caution readers not to place undue
reliance on any such forward-looking statements, which speak only as of the date
made.
Item 3. Controls and Procedures
(a) The Company's management, with the participation of the Company's chief
executive officer and chief financial officer, carried out an evaluation of the
effectiveness of our disclosure controls and procedures (as defined in Rule
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end
of the period covered by this Quarterly Report on Form 10-QSB. Based on such
evaluation, our chief executive officer and chief financial officer have
concluded that our disclosure controls and procedures were effective as of the
end of the period covered by this report.
(b) There have been no changes in our internal controls over financial reporting
during the period covered by this report that have materially affected, or are
reasonably likely to materially affect, our internal controls over financial
reporting.
10
PART II: Other Information and Signatures
Item 1. Legal Proceedings
None
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) None
(c) Securities Repurchased
Purchases of Equity Securities
Total Number Maximum Number
of Shares (or Approximate
Purchased Dollar Value)
as Part of of Shares
Total Average Publicly that May Yet
Number Price Announced Be Purchased
of Shares Paid Plan or Under the Plan
Period Purchased per Share Program or Program (1)
---------------------------------------------------------------------------
August 1 to
August 31, 2007 16,743 $22.15 16,743 $1,629,143
(1) Pursuant to a prior Board of Directors authorization, as of
September 30, 2007 the Company can repurchase up to $1,629,143 of its
common stock pursuant to an ongoing plan.
Item 3 Defaults on Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits
31.1 Certification of the Chief Executive Officer pursuant to Rules
13a-14(a) and 15d-14(a) under the Securities Exchange Act of
1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
31.2 Certification of the Principal Financial Officer pursuant to
Rules 13a-14(a) and 15d-14(a) under the Securities Exchange
Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Certification of the Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2 Certification of the Principal Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
11
S I G N A T U R E S
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ESPEY MFG. & ELECTRONICS CORP.
/s/ Howard Pinsley
-----------------------------
Howard Pinsley, President and
Chief Executive Officer
/s/ David O'Neil
-----------------------------
David O'Neil, Treasurer and
Principal Financial Officer
November 12, 2007
-----------------
Date
12