-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Navm6laOW6An01uDfKyUM+964ZaMI/1+y4ob6J1IrvVPPMkLN5pTjlSw5oJ5OShJ FwB6Sp+lNSrkmYDRwpLCiA== 0000032312-02-000028.txt : 20020815 0000032312-02-000028.hdr.sgml : 20020815 20020815132015 ACCESSION NUMBER: 0000032312-02-000028 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020630 FILED AS OF DATE: 20020815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMCEE BROADCAST PRODUCTS INC CENTRAL INDEX KEY: 0000032312 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 131926296 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 001-06299 FILM NUMBER: 02739405 BUSINESS ADDRESS: STREET 1: PO BOX 68 STREET 2: SUSQUEHANNA ST. EXTENSION WEST CITY: WHITE HAVEN STATE: PA ZIP: 18661-0068 BUSINESS PHONE: 570-443-9575 MAIL ADDRESS: STREET 1: PO BOX 68 CITY: WHITE HAVEN STATE: PA ZIP: 18661-0068 FORMER COMPANY: FORMER CONFORMED NAME: ELECTRONICS MISSILES & COMMUNICATIONS INC DATE OF NAME CHANGE: 19920703 10QSB 1 text.txt 10-QSB FOR 06/30/02 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended June 30, 2002 Commission file number 1-6299 EMCEE BROADCAST PRODUCTS, INC. (Exact name of registrant as specified in its charter) Delaware 13-1926296 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) Registrant's telephone number, including area code: 570-443-9575 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to filing requirements for the past 90 days: YES X NO Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date: COMMON STOCK, $ .01-2/3 PAR VALUE - 4,873,283 SHARES AS OF AUGUST 14, 2002. EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES I N D E X PART I. FINANCIAL INFORMATION: PAGE (S) CONSOLIDATED BALANCE SHEETS - June 30, 2002 and March 31, 2002 3 - 4 CONSOLIDATED STATEMENTS OF LOSS - Three months ended June 30, 2002 and 2001 5 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY - Three months ended June 30, 2002 6 CONSOLIDATED STATEMENTS OF CASH FLOW - Three months ended June 30, 2002 and 2001 7 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 8 - 10 INDEPENDENT ACCOUNTANTS' REPORT 11 MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS 12 - 14 PART II. OTHER INFORMATION: REPORTS ON FORM 8-KSB 15 SIGNATURES 15 CERTIFICATE OF COMPLIANCE PURSUANT TO SARBANES-OXLEY ACT 16 NOTE: Any questions concerning this report should be addressed to Ms. Joan Pecora, Controller. EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS JUNE 30, 2002 AND MARCH 31, 2002 ASSETS June 30, 2002 March 31, 2002 (Unaudited) ------------- --------------- Current Assets: Cash $292,926 $353,655 Accounts receivable, net of allowance for doubtful accounts June - $1,292,627 March - $1,281,000 578,955 603,045 Costs and estimated earnings in excess of billing on uncompleted contracts 155,925 252,511 Inventories 3,098,370 3,113,284 Prepaid expenses 152,267 230,994 Income taxes refundable 0 569,581 --------- --------- Total Current Assets 4,278,443 5,123,070 --------- --------- Property, Plant and Equipment: Land and land improvements 235,142 235,142 Building 617,475 617,475 Machinery 2,180,262 2,180,262 --------- --------- 3,032,879 3,032,879 Less accumulated depreciation 2,626,844 2,595,866 --------- --------- 406,035 437,013 --------- --------- Other Assets 582,024 584,650 --------- --------- Note receivable, sale of license 559,000 555,000 Less deferred portion (559,000) (555,000) --------- -------- 0 0 --------- -------- TOTAL ASSETS $5,266,502 $6,144,733 ========= ========= See notes to condensed consolidated financial statements. EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS JUNE 30, 2002 AND MARCH 31, 2002 LIABILITIES AND SHAREHOLDERS' EQUITY June 30, 2002 March 31, 2002 (Unaudited) --------------- --------------- Current Liabilities: Current portion of long-term debt $149,000 $149,000 Accounts Payable 953,841 973,951 Accrued Expenses: Payroll and related expenses 231,821 232,679 Other 136,975 203,721 Billings in excess of costs and estimated earnings on uncompleted contracts 0 150,383 Deposits from customers 78,828 420,906 --------- --------- Total current liabilities 1,550,465 2,130,640 --------- --------- Long-term debt, net of current portion 1,735,711 1,771,465 --------- --------- Shareholders' equity: Common stock, $.01-2/3 par; authorized 9,000,000 shares; issued 5,206,361 shares for June 30, 2002 and March 31, 2002 86,783 86,783 Additional paid in-capital 3,885,815 3,974,385 Deficit (449,907) (180,698) --------- --------- 3,522,691 3,880,470 --------- --------- Less shares held in treasury, at cost: 333,078 shares June 2002 and 353,655 shares March 2002 1,542,365 1,637,842 --------- --------- 1,980,326 2,242,628 --------- --------- TOTAL LIABILITIES AND EQUITY $5,266,502 $6,144,733 ========= ========= See notes to condensed consolidated financial statements. EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF LOSS (Unaudited) THREE MONTHS ENDED JUNE 30, 2002 AND 2001 THREE (3) MONTHS June 30, 2002 June 30, 2001 ------------- ------------- Net Sales $1,383,338 $1,835,656 Cost of Products Sold 1,099,362 1,470,886 --------- --------- Gross Profit 283,976 364,770 --------- --------- Operating Expenses: Selling 177,397 232,148 General and Administrative 301,010 391,810 Research and development 38,256 87,930 --------- --------- Total Operating Expenses 516,663 711,888 --------- ---------- Loss from Operations (232,687) (347,118) --------- --------- Other Income (Expense), net: Interest expense (43,866) (27,837) Interest income 1,469 1,103 Other 5,875 90,612 --------- --------- Total Other Income (Expense) (36,522) 63,878 --------- --------- Loss before income taxes (269,209) (283,240) Income tax benefit 0 95,000 --------- --------- NET LOSS ($269,209) ($188,240) ========= ========= Basic loss per share ($0.06) ($0.05) ==== ==== Weighted average shares of common stock outstanding 4,855,872 4,137,138 See notes to condensed consolidated financial statements. EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited) THREE MONTHS ENDED JUNE 30, 2002 Additional Common Stock paid-in Shares Amount Capital (Deficit) ----------------------------------------------- Balance, 03/31/2002 5,206,361 $86,783 $3,974,385 $(180,698) Treasury stock issued (88,570) Net loss for the year (269,209) --------- ------ --------- ------- Balance, 06/30/2002 5,206,361 $86,783 $3,885,815 $(449,907) ========= ====== ========= ======= Treasury Stock Shares Amount Total ` ---------------------------------- Balance, 03/31/2002 353,655 ($1,637,842) $2,242,628 Treasury stock issued (20,577) 95,477 6,907 Net loss for the year (269,209) ------- ---------- ---------- Balance, 06/30/2002 333,078 ($1,542,365) $1,980,326 See notes to condensed consolidated financial statements. EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) THREE MONTHS ENDED JUNE 30, 2002 AND 2001 THREE (3) MONTHS June 30, 2002 June 30, 2001 ------------- ------------- Cash flows from Operating Activities: Net loss ($269,209) ($188,240) Adjustments: Depreciation 30,978 49,209 Amortization 4,530 7,167 Gain on sale of assets, net 0 (88,300) Provision for doubtful accounts 11,627 12,000 Treasury stock issued for directors fees and vacation pay 6,907 5,000 Change in assets and liabilities: (Increase) decrease in: Accounts receivable 12,464 (114,707) Costs and estimated earnings in excess of billings on uncompleted contracts 96,586 0 Inventory 14,914 32,283 Prepaid expenses 78,726 (130,739) Income taxes refundable 569,581 (95,000) Deferred income taxes 0 (95,000) Other assets (1,904) (145,426) Increase (decrease) in: Accounts payable (20,110) (114,476) Accrued expenses (67,604) 124,836 Billings in excess of costs and estimated earnings on uncompleted contracts (150,383) 0 Deposits from customers (342,078) (220,855) ------- ------- Net cash used in operating activities (24,975) (867,248) ------- ------- Cash flows from investing accounts: Proceeds from: Sale of land 0 100,000 Increase in restricted cash 0 (100,000) ------ ------- Net cash provided by investing activities 0 0 ------- ------- Cash flows from financing activities: Proceeds from issuance of: Long-term debt 0 2,000,000 Common stock, net 0 600,000 Payments on long-term debt (35,754) (1,112,129) ------- --------- Net cash provided by financing activities (35,754) 1,487,871 ------- --------- Net increase (decrease) in cash (60,729) 620,623 Cash, beginning 353,655 69,210 ------- ------- Cash, ending $292,926 $689,833 ======= ======= Supplemental disclosures of cash flow information: Cash paid (refunded) during the year for: Interest $43,866 $17,443 Income taxes ($569,581) 0 See notes to condensed consolidated financial statements. EMCEE BROADCAST PRODUCTS AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. The financial information presented as of any date other than March 31 has been prepared from the books and records of the Company without audit. Financial information as of March 31 has been derived from the audited financial statements of the Company, but does not include all disclosures required by generally accepted accounting principles. In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly EMCEE Broadcast Products, Inc. and Subsidiaries' financial position, and the results of their operations and changes in cash flow for the periods presented. 2. The results of operations for the three-month periods ended June 30 2002 and 2001 are not necessarily indicative of the results to be expected for the full year. 3. INVENTORIES consisted of the following: June 30, 2002 March 31, 2002 (UNAUDITED) ------------- --------------- FINISHED GOODS $ 370,000 $ 404,000 WORK IN PROCESS $ 442,000 $ 627,000 RAW MATERIALS $ 774,000 $ 624,000 MANUFACTURED COMPONENTS $1,512,370 $1,458,284 --------- --------- $3,098,370 $3,113,284 ========= ========= Inventories are stated at the lower of standard cost, which approximates current actual cost (on a first-in, first-out basis) or market (net realizable value). 4. SEGMENT INFORMATION. The Company has two operating segments which manufacture and sell a variety of products; EMCEE and ABS. EMCEE manufactures principally multi-channel multipoint distribution service (MMDS) equipment. ABS manufactures medium to high power UHF television transmitters. The following is a summary of certain financial information relating to the two segments: JUNE 30, 2002 JUNE 30, 2001 ------------- ------------- Total Revenue by Segment: EMCEE $ 709,000 $ 874,000 ABS $ 674,000 $ 962,000 Operating Income (Loss) by Segment: EMCEE $(300,000) $ (529,000) ABS $ 67,000 $ 182,000 Identifiable Assets by Segment: EMCEE $4,372,000 $ 7,465,000 ABS $ 657,000 $ 2,165,000 Corporate $ 238,000 $ 445,000 Total Assets $5,267,000 $10,075,000 Depreciation and Amortization by Segment: EMCEE $ 21,000 $ 31,000 ABS $ 15,000 $ 25,000 Total $ 36,000 $ 56,000 Capital Expenditures by Segment: EMCEE $ 0 $ 14,000 The Company evaluates segment performance based on profit or loss from operations before interest, other income/expense and taxes. 5. LOSS PER SHARE. Basic loss per share is computed by dividing loss applicable to common shareholders by the weighted average number of common shares outstanding. Diluted loss per share is similar to basic loss per share except that the weighted average of common shares outstanding is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. There were no dilutive common shares in the periods ended June 30, 2002 or June 30, 2001 because the assumed exercise of the options would be anti-dilutive. 6. INCOME TAX. The Company has established a valuation allowance for deferred income taxes. A valuation allowance is required when it is more likely than not that some portion of the deferred tax asset will not be realized. Realization is dependent on generating sufficient future taxable income. 7. LONG-TERM DEBT. The term loan, bank at June 30, 2002, matures in 2016 and requires monthly payments of $15,214. Interest is calculated at 9% and adjusts every three years to 2% above the national prime rate. The equipment loan matures in 2006, requires monthly payments of $10,379 and interest is calculated at 9%. These loans are collateralized by principally all assets of the Company and contain certain financial and other covenants and are 80% guaranteed by the United States Department of Agriculture. At June 30, 2002, the Company was in violation of one of these financial covenants. The bank waived this covenant violation. In addition, both loans contain prepayment penalties. Principal repayment of the long-term debt, based on current interests are as follows: 2003 $ 149,000 2004 158,000 2005 181,000 2006 198,000 2007 115,000 Thereafter 1,084,000 --------- $1,885,000 ========= 8 GOING CONCERN. The Registrant continues to have limited ability to secure additional funds from debt or equity transactions. This, along with depressed market conditions, has created a level of doubt concerning the Company's ability to continue as a going concern. Despite the financial, operational and market conditions, management continues to implement a plan to stabilize finances and position the Company for future profitability. INDEPENDENT ACCOUNTANTS' REPORT Officers and Directors EMCEE Broadcast Products, Inc. We have reviewed the accompanying condensed consolidated financial statements of EMCEE Broadcast Products, Inc. and subsidiaries as listed in the accompanying index at June 30, 2002 and for the periods ended June 30, 2002 and 2001. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that should be made to the accompanying condensed consolidated financial statements; for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet of EMCEE Broadcast Products, Inc. and subsidiaries as of March 31, 2002, and the related consolidated statements of loss, stockholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated June 6, 2002, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of March 31, 2002 is fairly stated, in all material respects to the consolidated balance sheet from which it has been derived. /s/ KRONICK KALADA BERDY & CO. Kingston, Pennsylvania August 12, 2002 SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Any statements contained in this report that are not historical facts are forward-looking statements. Many important factors could cause actual results to differ materially from those in the forward looking statements. Such factors include, but are not limited to, changes (legislative, regulatory and otherwise) in the Multichannel Multipoint Distribution Service (MMDS), Low Power Television (LPTV) industries or Medium to high definition television (HDTV) products, demand for the Company's products both domestically and internationally, the development of competitive products, competitive pricing, the timing of foreign shipments, market acceptance of new product introductions (including, but not limited to, the Company's digital and Internet products), technological changes, economic conditions(both foreign and domestic), litigation and other factors, risks and uncertainties identified in the Company's Securities and Exchange Commission filings. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS Net sales for the first quarter of fiscal 2003 that ended June 30, 2002 totaled $1,383,000 compared to sales of $1,836,000 for the first quarter of 2002. Sales attributable to the subsidiary, Advanced Broadcast Systems (ABS,) were $674,000 and $962,000 for the quarter ended June 30, 2002 and 2001 respectively. Foreign sales were $90,000 for the quarter ended June 30, 2002,compared with $318,000 for the quarter ended June 30, 2001. In the past, foreign sales had been more than half of the company's total sales. However, foreign sales have declined due primarily to international economic conditions and the credit worthiness of our historical customer base. Foreign sales for the first quarter of 2003, 2002 and 2001 comprised 7%, 17% and 69% of total sales, respectively. We continued to lay the ground works for sales opportunities both within and outside of our historical customer base. The broadcasters are still uncertain as to the relevance of the investment required to convert to DTV (digital television), especially with the pending FCC deadlines in November of this year, and have withheld signing purchase orders that were expected during the quarter. The MMDS (Multichannel Multipoint Distribution Service) market continues to be sluggish, although we have managed to secure numerous orders with two of our major customers. We are working diligently to uncover every opportunity domestically and have taken a cautionary approach on the international side due to creditworthiness of interested buyers. Gross profit equaled $283,976 or 20.5% of sales for the first quarter of fiscal 2003 compared to $364,770 or 19.9% of sales for the first quarter of fiscal 2002. The improvement in gross profit as a percent of sales is due to changes in product mix. Total operating expenses were $516,663 for the first quarter of 2003, a decrease of $195,225 from the first quarter of 2002. This decrease is composed of $54,751 in selling expenses, $90,800 in general and administrative expenses and $49,674 in research and development. This is the result of personnel reductions and other cost cutting measures implemented during the past six months. Interest expense increased from $27,837 for the three months ended June 30, 2001 to $43,866 for the three months ended June 30, 2002, due to increased indebtedness. Other income decreased $84,738 from the first quarter of fiscal year 2002 to the first quarter of fiscal year 2003. In the first quarter of fiscal year 2002, a non-operating asset was sold at a profit of approximately $88,000. Net loss before income taxes for the quarter ended June 30, 2002 totaled $269,000. A valuation allowance has been established for deferred income taxes because of the likelihood that these tax benefits would expire before the Company would have the opportunity to use them. Therefore, no income tax benefit was recorded for the first quarter of 2002 and the net loss for the period remained $269,000 or loss per common share outstanding of six cents. Net loss before income tax benefits for the quarter ended June 30, 2001 totaled $283,000, which was reduced by a tax benefit of $95,000, thereby reducing the net loss to $188,000 or loss per common share outstanding of five cents. Financial condition: Cash decreased from $353,655 as of March 31, 2002 to $292,926 as of June 30, 2002. The income tax refund of $570,000 was used to fund working capital and minimize the impact of the decrease in customer deposits of $342,000 and the delay in payment of a $315,000 receivable. This receivable was collected subsequent to June 30, 2002. Accounts receivable net of reserve for doubtful accounts decreased from $603,000 at March 31, 2002 to $579,000 at June 30, 2002. During the year ended March 31, 2002, specific reserves were established against two foreign customers - a Korean customer who is in default of a settlement agreement and a Brazilian customer who has not adhered to the payment terms of a payment restructuring agreement. Although these accounts have been fully reserved against, the Company is considering its options to recover monies due. Revenues from long-term contracts are recorded on the basis of the estimated percentage of completion of individual contracts determined under the cost-to- cost method. At June 30, 2002, the company had four contracts that were accounted for using this method. As of June 30, 2002, the Company recorded an asset of $156,000 for the cost and estimated earnings in excess of billing. As of March 31, 2002, the Company recorded an asset of $253,000 for cost and estimated earnings in excess of billing and a liability of $150,000 for billing in excess of costs and estimated earnings. Inventories decreased from $3,113,000 at March 31, 2002 to $3,098,000 at June 30, 2002, a $15,000 decrease. Prepaid expenses totaled $152,000 as of June 30, 2002, a decrease of $79,000 from March 31, 2002. The decrease was primarily due to the shipping and invoicing of an OEM part that had required a vendor deposit during the period ended March 31, 2002. Accounts Payable decreased approximately $20,000 from $974,000 at March 31, 2002 to $954,000 at June 30, 2002. Accrued Expenses decreased $67,000 over the same time period. These decreases were due to the receipt of the income tax refund. Customer deposits decreased from $421,000 at March 31, 2002 to $79,000 as of June 30, 2002. The decrease is due to the stage of contracts at month end and the decrease in the backlog of unsold orders. On June 7, 2001, the Company entered into a loan agreement with First Federal Bank in the aggregate amount of $2,000,000, 80% of which is guaranteed by the United States Department of Agriculture Rural Development Division. This agreement consists of a $500,000 term loan and a $1,500,000 mortgage loan. Of the aggregate $2,000,000, approximately $1,115,000 was used to satisfy outstanding debt to the Company's former lender. The remainder was used as working capital. The mortgage loan matures in 2016 and requires monthly payments of $15,214. The term loan matures in 2006 and requires monthly payments of $10,379. These loans are collateralized by all assets of the Company and contain certain financial and other covenants. At June 30,2002, the Company was in violation of one of these financial covenants. The bank waived this covenant violation. Shares of treasury stock decreased during the first quarter of fiscal 2003 by 20,577 and a value, net, of $7,000. These unregistered shares were issued to directors in lieu of cash for payment of directors' fees and 3 employees in lieu of vacation pay. The backlog of unshipped orders for the Company totaled $1,405,000 as of June 30, 2002 compared to $2,097,000 as of March 31, 2002. Employment for the Company totaled 38 full-time employees at its facilities in Pennsylvania and Kentucky as of June 30, 2002. The Registrant continues to have limited ability to secure additional funds from debt or equity transactions. This, along with depressed market conditions, has created a level of doubt concerning the Company's ability to continue as a going concern. Despite the financial, operational and market conditions, management continues to implement a plan to stabilize finances and position the Company for future profitability. PART II. OTHER INFORMATION ITEM 6. REPORTS ON FORM 8-KSB No reports were filed on Form 8-KSB during this quarter. However, a Form 8-KSB was filed with the Securities and Exchange Commission on July 18, 2002 to announce the resignation of Robert G. Nash as Vice President of the Company effective July 11, 2002. Mr. Nash's status change is related to the Company's re-organization plans. SIGNATURES 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 thereto duly authorized. EMCEE BROADCAST PRODUCTS, INC. (Registrant) Date: August 14, 2002 /s/ RICHARD J. NARDONE Richard J. Nardone President/CEO Date: August 14, 2002 /s/ JOAN PECORA Joan Pecora Controller CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of EMCEE Broadcast Products, Inc. and subsidiaries (the "Company") on Form 10-QSB for the period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I Richard J. Nardone, Chief Executive Officer of the Company, and Joan Pecora, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ RICHARD J. NARDONE Richard J. Nardone President/Chief Executive Officer /s/ JOAN PECORA Joan Pecora Controller Dated: August 15, 2002 -----END PRIVACY-ENHANCED MESSAGE-----