-----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, BwYuaVJwwByLTCnPRuzOl8+l7kzZbj3s1r4EHFRVPT7KFr6DdMYDsft4Wk7A25tz yFFcnnDEogDZC9Ik36t1mQ== 0000897069-02-000678.txt : 20020910 0000897069-02-000678.hdr.sgml : 20020910 20020910155322 ACCESSION NUMBER: 0000897069-02-000678 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020731 FILED AS OF DATE: 20020910 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDISON CONTROLS CORP CENTRAL INDEX KEY: 0000795968 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION MACHINERY & EQUIP [3531] IRS NUMBER: 222716367 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-14812 FILM NUMBER: 02760744 BUSINESS ADDRESS: STREET 1: 777 MARITIME DRIVE STREET 2: PO BOX 308 CITY: PORT WASHINGTON STATE: WI ZIP: 53074-0308 BUSINESS PHONE: 2622686800 MAIL ADDRESS: STREET 1: W60 N151 CARDINAL AVE. STREET 2: PO BOX 326 CITY: CEDARBURG STATE: WI ZIP: 53012 10-Q 1 slp375.txt FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended July 31, 2002 ------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________________ to _____________________ Commission file number 0-14812 ------- EDISON CONTROL CORPORATION -------------------------- (Exact name of registrant as specified in its charter) New Jersey 22-2716367 - ---------- ---------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 777 Maritime Drive PO Box 308 Port Washington, WI 53074-0308 ------------------------------ (Address of principal executive offices) (Zip Code) (262) 268-6800 -------------- (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) 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 such filing requirements for the past 90 days. Yes X No -------------- -------------- APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, $.01 par value: 1,741,426 as of July 31, 2002 - ----------------------------------------------------------- EDISON CONTROL CORPORATION INDEX Form 10-Q Page Number Part I Financial Information Item 1 Financial Statements - --------------------------- Condensed Consolidated Balance Sheets Pages 2-3 July 31, 2002 and January 31, 2002 (Unaudited) Condensed Consolidated Statements of Income Page 4 and Comprehensive Income Three and six months ended July 31, 2002 and 2001 (Unaudited) Condensed Consolidated Statements of Cash Flows Pages 5-6 Six months ended July 31, 2002 and 2001 (Unaudited) Notes to Condensed Consolidated Financial Statements Pages 7-10 (Unaudited) Item 2 Management's Discussion and Analysis of Pages 11-13 - ---------------------------------------------- Financial Condition and Results of Operations --------------------------------------------- Item 3 Quantitative and Qualitative Disclosures Page 13 - ----------------------------------------------- About Market Risk ----------------- Part II Other Information Item 4 Submission of Matters to a Vote of Page 13 - ------------------------------------------ Security Holders ---------------- Item 6 Exhibits and Reports on Form 8-K Page 13 - --------------------------------------- 1 PART I. Item 1 - ------ Financial Statements - -------------------- EDISON CONTROL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS July 31, 2002 and January 31, 2002 (Unaudited) July 31, January 31, 2002 2002 ---- ---- ASSETS Current Assets: Cash and cash equivalents $ 618,356 $ 472,352 Trading securities 40,523 60,698 Accounts receivable, net 5,010,724 4,660,141 Inventories, net 7,215,574 7,250,891 Prepaid expenses and other assets 188,422 223,273 Refundable income taxes 51,910 0 Deferred income taxes 210,000 200,000 ----------- ----------- Total current assets 13,335,509 12,867,355 Deferred income taxes 570,000 570,000 Property, plant and equipment, net 6,704,611 6,790,839 Goodwill, net 8,130,000 8,130,000 ----------- ----------- TOTAL ASSETS $28,740,120 $28,358,194 =========== =========== (Continued) See Accompanying Notes. 2 EDISON CONTROL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS July 31, 2002 and January 31, 2002 (Unaudited) (Continued) July 31, January 31, 2002 2002 ---- ---- LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Trade accounts payable $ 1,219,980 $ 1,286,190 Accrued compensation 682,524 1,186,972 Taxes other than income taxes 68,118 69,639 Other accrued expenses 494,654 398,739 Income taxes payable 0 78,352 Deferred compensation 666,752 666,752 Current maturities on long-term debt 159,514 259,514 ------------ ------------ Total current liabilities 3,291,542 3,946,158 Long-term debt, less current maturities 5,505,994 5,260,703 ------------ ------------ Total Liabilities 8,797,536 9,206,861 Shareholders' Equity: Preferred stock, $.01 par value: 1,000,000 shares authorized, none issued 0 0 Common stock, $.01 par value: 20,000,000 shares authorized, 2,390,223 and 2,365,223 shares issued, respectively 23,902 23,652 Additional paid-in capital 10,531,467 10,444,217 Retained earnings 13,933,569 12,839,181 Accumulated other comprehensive (loss) (92,275) (237,446) ------------ ------------ 24,396,663 23,069,604 Less treasury stock at cost: 648,797 and 559,753 shares, respectively (4,454,079) (3,918,271) ------------ ------------ Total Shareholders' Equity 19,942,584 19,151,333 ------------ ------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 28,740,120 $ 28,358,194 ============ ============ See Accompanying Notes. 3
EDISON CONTROL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME THREE AND SIX MONTHS ENDED JULY 31, 2002 AND 2001 (Unaudited) Three Months Ended Six Months Ended -------------------- ------------------ July 31, July 31, --------- ---------- 2002 2001 2002 2001 ---- ---- ---- ---- NET SALES $ 7,277,594 $ 7,097,924 $ 14,132,963 $ 13,791,283 COST OF GOODS SOLD 4,660,621 4,570,532 9,085,168 8,631,592 ------------ ------------ ------------ ------------ GROSS PROFIT 2,616,973 2,527,392 5,047,795 5,159,691 OTHER OPERATING EXPENSES: Selling, engineering and administrative expenses 1,615,521 1,251,204 3,098,610 2,477,131 Amortization 0 59,115 0 118,230 ------------ ------------ ------------ ------------ Total other operating expenses 1,615,521 1,310,319 3,098,610 2,595,361 ------------ ------------ ------------ ------------ OPERATING INCOME 1,001,452 1,217,073 1,949,185 2,564,330 OTHER EXPENSE (INCOME): Interest expense 91,233 47,107 135,472 131,303 Realized (gains) losses on trading securities 0 (12,913) 0 64,994 Unrealized losses on trading securities 16,156 55,060 21,953 103,001 Miscellaneous expense (income) 3,566 (50,711) 119 (64,621) ------------ ------------ ------------ ------------ Total other expense 110,955 38,543 157,544 234,677 ------------ ------------ ------------ ------------ INCOME BEFORE INCOME TAXES 890,497 1,178,530 1,791,641 2,329,653 PROVISION FOR INCOME TAXES 373,923 459,010 697,253 912,480 ------------ ------------ ------------ ------------ NET INCOME 516,574 719,520 1,094,388 1,417,173 OTHER COMPREHENSIVE INCOME (LOSS) - Foreign currency translation adjustment 59,312 (1,868) 145,171 (58,583) ------------ ------------ ------------ ------------ COMPREHENSIVE INCOME $ 575,886 $ 717,652 $ 1,239,559 $ 1,358,590 ============ ============ ============ ============ NET INCOME PER SHARE: Net income per share - basic $ .30 $ .30 $ .62 $ .60 Net income per share - diluted $ .23 $ .26 $ .48 $ .51
See Accompanying Notes 4 EDISON CONTROL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JULY 31, 2002 AND 2001 (Unaudited) 2002 2001 ---- ---- OPERATING ACTIVITIES: Net income $ 1,094,388 $ 1,417,173 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 513,797 562,539 Provision for doubtful accounts 174,936 130,177 Realized loss on sales of trading securities 0 64,994 Unrealized loss on trading securities 21,953 103,001 Purchases of trading securities (1,778) 0 Proceeds from the sale of trading securities 0 72,262 Equity in earnings of affiliate 0 (61,163) Changes in assets and liabilities: Accounts receivable (525,519) (186,934) Receivable from affiliate 0 25,163 Inventories 35,317 360,531 Prepaid expenses and other assets 34,851 15,574 Trade accounts payable (66,210) (219,227) Accrued compensation (504,448) (212,646) Taxes other than income taxes (1,521) 43,821 Other accrued expenses 95,915 52,784 Deferred income taxes (10,000) (39,124) Income taxes payable (130,262) 76,876 ----------- ----------- Total adjustments (362,969) 788,448 ----------- ----------- NET CASH PROVIDED BY OPERATING ACTIVITIES 731,419 2,205,621 ----------- ----------- INVESTING ACTIVITIES: Payments received from note receivable 0 164,155 Additions to plant and equipment (427,569) (101,690) Maturity of certificate of deposit 0 95,000 ----------- ----------- NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES (427,569) 157,465 ----------- ----------- (Continued) See Accompanying Notes. 5 EDISON CONTROL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JULY 31, 2002 AND 2001 (Unaudited) (Continued) 2002 2001 ---- ---- FINANCING ACTIVITIES: Proceeds from issuance of long-term debt $ 1,600,000 $ 0 Principal payments on long-term debt (1,454,709) (2,254,525) Purchases of treasury stock (448,308) 0 Stock options exercised 0 30,000 ----------- ----------- NET CASH USED IN FINANCING ACTIVITIES (303,017) (2,224,525) ----------- ----------- EFFECT OF EXCHANGE RATE CHANGES ON CASH 145,171 (58,583) ----------- ----------- NET INCREASE IN CASH AND CASH EQUIVALENTS 146,004 79,978 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 472,352 305,337 ----------- ----------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 618,356 $ 385,315 =========== =========== Supplemental disclosure of cash flow information: Cash paid during the period for income taxes $ 849,007 $ 874,728 Cash paid during the period for interest 115,524 141,442 See Accompanying Notes. 6 EDISON CONTROL CORPORATION AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) Note 1 - Basis of Presentation - ------------------------------- The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal, recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three- and six-month periods ended July 31, 2002 are not necessarily indicative of the results that may be expected for other interim periods or the fiscal year ended January 31, 2003. For further information, refer to the financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2002. Note 2 - Accounting Policies - ---------------------------- Principles of Consolidation - The condensed consolidated financial statements include the accounts of Edison Control Corporation ("Edison") and subsidiaries, all of which subsidiaries are wholly owned by Edison (collectively, the "Company"). All material intercompany accounts and transactions have been eliminated in consolidation. Nature of Operations - The Company is currently comprised of the following operations. Construction Forms ("ConForms") is a leading manufacturer and distributor of systems of pipes, couplings, hoses and other equipment used for the pumping of concrete. ConForms manufactures a wide variety of finished products which are used to create appropriate configurations of systems for various concrete pumps. Ultra Tech manufactures abrasion resistant piping systems for use in industries such as mining, pulp and paper, power and waste treatment. South Houston Hose ("S.H.H.") is a distributor of industrial hose and fittings. Trading Securities - Debt and equity securities purchased and held principally for the purpose of sale in the near term are classified as "trading securities" and reported at fair value with unrealized gains and losses included in earnings. The cost of individual securities sold is based on the first-in, first-out method. Translation of Foreign Currencies - Assets and liabilities of foreign operations are translated into United States dollars at current exchange rates. Income and expense accounts are translated into United States dollars at average rates for the periods and capital accounts have been translated using historical rates. The resulting translation adjustments are recorded as other comprehensive income or loss. 7 New Accounting Standards -In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations" and No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 eliminates the use of the pooling-of-interests method of accounting for business combinations and requires that all such transactions be accounted for by the purchase method. In addition SFAS No. 141 requires that intangible assets be recognized as assets apart from goodwill and that they meet specific criteria in the Standard. This standard is applicable to all business combinations initiated after June 30, 2001 and accordingly, the Company adopted this standard with the acquisition of South Houston Hose Company, Inc. ("South Houston Hose") and for all future business combinations. SFAS No. 142 is effective for the Company beginning February 1, 2002, and applies to goodwill and other intangible assets recognized in the Company's consolidated balance sheet as of that date, regardless of when those assets were initially recognized. SFAS No. 142 requires that upon adoption, amortization of goodwill will cease and instead, the carrying value of goodwill will be evaluated for impairment on an annual basis. Accordingly, the Company discontinued amortization of goodwill effective February 1, 2002. The Company completed the transitional impairment test during the quarter ended July 31, 2002 and determined that no impairment of goodwill exists. A reconciliation of previously reported net income and net income per share to the amounts adjusted for the exclusion of goodwill amortization follows: Three Months Ended Six Months Ended ------------------- ---------------- July 31, July 31, ------- -------- 2002 2001 2002 2001 ---- ---- ---- ---- Reported net income $ 516,574 $ 719,520 $1,094,388 $1,417,173 Add goodwill amortization 0 59,115 0 118,230 ---------- ---------- ---------- ---------- Adjusted net income $ 516,574 $ 778,635 $1,094,388 $1,535,403 ========== ========== ========== ========== Net income per share-Basic: Reported net income $ .30 $ .30 $ .62 $ .60 Add goodwill amortization 0 .03 0 .05 ----- ---- ----- ---- Adjusted net income $ .30 $ .33 $ .62 $ .65 ===== ==== ===== ==== Net income per share-Diluted: Reported net income $ .23 $ .26 $ .48 $ .51 Add goodwill amortization 0 .02 0 .04 ----- ---- ----- ---- Adjusted net income $ .23 $ .28 $ .48 $ .55 ===== ==== ===== ==== In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," which addresses the financial accounting for and reporting of the impairment of long-lived assets and long-lived assets to be disposed of. This statement supersedes SFAS No. 121, among other items. The Company was required to adopt SFAS No. 144 on February 1, 2002. The adoption of SFAS No. 144 had no impact on the Company's financial statements. 8 Net Income Per Share - Reconciliation of the numerator and denominator of the basic and diluted per share computations for the three and six-month periods ended July 31, 2002 and 2001 are summarized as follows:
Three Months Ended Six Months Ended ------------------- ------------------ July 31, July 31, ---------- ---------- 2002 2001 2002 2001 ---- ---- ---- ---- Basic: Net income (numerator) $ 516,574 $ 719,520 $1,094,388 $1,417,173 Weighted average shares outstanding (denominator) 1,753,381 2,365,223 1,769,522 2,364,110 Net income per share-basic $ .30 $ .30 $ .62 $ .60 Diluted: Net income (numerator) $ 516,574 $ 719,520 $1,094,388 $1,417,173 Weighted average shares outstanding 1,753,381 2,365,223 1,769,522 2,364,110 Effect of dilutive securities: Stock options 135,614 67,733 136,153 74,012 Stock warrants 377,357 320,936 375,969 325,937 Weighted average shares outstanding (denominator) 2,266,352 2,753,892 2,281,644 2,763,519 Net income per share-diluted $ .23 $ .26 $ .48 $ .51
Note 3 - Acquisitions - --------------------- On November 1, 2001 the Company purchased the remaining 50% of the outstanding common stock of South Houston Hose from the seller for $800,000, which consisted of a cash payment of $300,000 and a note payable in the principal amount of $500,000. Prior to November 1, 2001, the Company owned 50% of the outstanding common stock of South Houston Hose and accounted for the investment by the equity method. South Houston Hose is a distributor of industrial hose and fittings. The acquisition was accounted for as a purchase transaction with the purchase price allocated to the fair value of specific assets acquired and liabilities assumed. Accordingly, the results of operations have been included since the date of acquisition. 9 Note 4 - Segment Information - ---------------------------- The Company's operating segments are organized based on the nature of products and services provided. A description of the nature of the segment's operations and their accounting policies is contained in Note 2. Segment information for the three- and six-month periods ended July 31, 2002 and 2001 follows:
Three Months Ended July 31, --------------------------- 2002 2001 ---- ---- Net Operating Net Operating (1) Sales Income (Loss) Sales Income (Loss) ----------- ------------- ----------- ------------- ConForms $ 5,551,324 $ 1,122,543 $ 6,244,771 $ 1,261,195 Ultra Tech 1,138,377 152,517 853,153 95,368 S.H.H. 587,893 (58,144) 0 0 Edison 0 (215,464) 0 (139,490) ----------- ----------- ----------- ----------- Total $ 7,277,594 $ 1,001,452 $ 7,097,924 $ 1,217,073 Six Months Ended July 31, ------------------------- 2002 2001 ---- ---- Net Operating Net Operating (1) Sales Income (Loss) Sales Income (Loss) ----------- ------------- ----------- ------------- ConForms $10,832,859 $2,142,925 $12,070,097 $2,568,941 Ultra Tech 2,065,843 179,664 1,721,186 223,052 S.H.H. 1,234,261 (56,443) 0 0 Edison 0 (316,961) 0 (227,663) ----------- ---------- ----------- ---------- Total $14,132,963 $1,949,185 $13,791,283 $2,564,330 (1) All goodwill amortization for the three- and six-month periods ended July 31, 2001 is included in ConForms' operating income.
Note 5 - Inventories - -------------------- Inventories consisted of the following: July 31, January 31, 2002 2002 ---- ---- Raw Materials $ 3,798,347 $ 3,713,552 Work-in-process 1,327,359 1,412,263 Finished Goods 2,142,868 2,148,076 ----------- ----------- 7,268,574 7,273,891 Less-reserve to reduce carrying value to LIFO cost (53,000) (23,000) ----------- ----------- Net inventories $ 7,215,574 $ 7,250,891 =========== =========== 10 Item 2. Management's Discussion and Analysis of Financial Condition and Results - ----------------------------------------------------------------------- of Operations - ------------- Forward Looking Statements - -------------------------- Certain matters discussed in this Quarterly Report on Form 10-Q are "forward-looking statements" intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such because the context of the statement will include words such as the Company "believes", "anticipates", "expects", or words of similar import. Similarly, statements that describe the Company's future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties, including, but not limited to, new product advancements by competition, significant changes in industry technology, economic or political conditions in the countries in which the Company does business, the continued availability of sources of supply, the availability and consummation of favorable acquisition opportunities, increasing competitive pressures on pricing and other contract terms, economic factors affecting the Company's customers and stock price variations affecting the Company's securities trading portfolio. These factors could cause actual results to differ materially from those anticipated as of the date of this report. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this report and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. Results of Operations - --------------------- Net sales for the three months ended July 31, 2002 increased $179,670 (2.5%) to $7,277,594 compared with net sales for the same period of the prior year. For the first six months of this year, net sales increased $341,680 (2.5%) to $14,132,963 compared with net sales for the same period of the prior year. The acquisition of South Houston Hose on November 1, 2001 accounted for increased sales of $587,893 and $1,234,261 for the three and six months ended July 31, 2002, respectively. Ultra Tech increased net sales by $284,224 and $344,657 for the three and six months ended July 31, 2002, respectively. These increases were partially offset by lower sales for both ConForms U.S. and Europe of approximately $700,000 and $1,200,000 for the three and six months ended July 31, 2002, respectively. The economic slowdown has resulted in a soft concrete pumping accessories market as end users' business levels have decreased and other equipment manufacturers have seen a significant decrease in new equipment sales. As a percentage of sales, gross profit margin for the three months ended July 31, 2002 was 36.0% compared to 35.6% for the three months ended July 31, 2001. Gross profit margin for the six months ended July 31, 2002 decreased to 35.7% from 37.4% for the six months ended July 31, 2001. The decrease for the six months ended July 31, 2002 was due largely to lower margins for Ultra Tech due to a higher mix of lower margin project sales compared to the same period of the prior year and the inclusion of South Houston Hose sales which are typically lower margin than ConForms or Ultra Tech. Selling, engineering and administrative expenses for the three and six-month periods ended July 31, 2002 increased by $364,317 (29.1%) to $1,615,521 and $621,479 (25.1%) to $3,098,610, respectively. This is due in part to the inclusion of approximately $280,000 and $500,000 of selling, engineering and administrative expenses for South Houston Hose for the three and six months ended July 31, 2002, respectively. 11 The Company recorded tax expense of $697,253 for the six months ended July 31, 2002, which represents the estimated annual effective rate of 38.9% applied to pre-tax income. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial statement reporting purposes and the amounts used for income tax purposes. Net income of $516,574, or $.30 and $.23 per share, basic and diluted, respectively, for the three months ended July 31, 2002 was a decrease of $202,946 (28.2%), from net income of $719,520, or $.30 and .26 per share, basic and diluted, respectively, for the comparable period of the prior year. For the six months ended July 31, 2002, net income decreased $322,785 (22.8.%) to $1,094,388, or $.62 and $.48 per basic and diluted share, respectively, compared to net income of $1,417,173, or $.60 and $.51 per basic and diluted share, respectively, in the comparable period of the prior year. The decrease in net income is due largely to lower ConForms' sales combined with lower margins on Ultra Tech sales for the six-month period ended July 31, 2002. Liquidity and Capital Resources - ------------------------------- The Company generated $731,419 in cash from operations during the first six months of 2002, compared to cash flow generated by operations of $2,205,621 for the same period last year. This is due largely to a decrease in the net income combined with a decrease in the change in accounts receivable of $338,585 and a decrease in the change in accrued compensation of $291,803. The Company used $427,569 in cash to acquire capital equipment and $448,308 to repurchase its common stock and received $145,291 in net proceeds from the issuance of long-term debt during the six months ended July 31, 2002. The result was a net increase in cash and cash equivalents of $146,004 for the six months ended July 31, 2002 compared to a net increase of $79,978 for the same period of the prior year. The Company believes that it can fund proposed capital expenditures and operational requirements from operations and currently available cash and cash equivalents, investments, trading securities and existing bank credit lines. Proposed capital expenditures for the fiscal year ending January 31, 2003 are expected to total approximately $600,000, compared to $478,872 for the fiscal year ended January 31, 2002. The Company intends to continue to expand its businesses, both internally and through potential acquisitions. The Company currently anticipates that any potential acquisitions would be financed primarily by internally generated funds or additional borrowings or the issuance of the Company's stock. Accounting Policies and Estimates - --------------------------------- The preparation of the Company's financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates, assumptions and judgments that affect amounts of assets and liabilities reported in the consolidated financial statements, the disclosure of contingent assets and liabilities as of the date of the financial statements and reported amounts or revenues and expenses during the year. The Company believes its estimates and assumptions are reasonable; however, future results could differ from those estimates under different assumptions or conditions. A discussion of certain accounting policies and estimates deemed to be critical to an understanding of the Company's financial condition and 12 results of operations is contained in the Company's annual report on Form 10-K for the fiscal year ended January 31, 2002. Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK - ---------------------------------------------------------- The Company is exposed to interest rate risk, foreign currency risk and equity price risk. These risks include changes in U.S interest rates, changes in foreign currency exchange rates as measured against the U.S. dollar and changes in the prices of stocks traded on the U.S. markets. Interest Rate Risk - ------------------ The Company's revolving credit borrowings and variable rate term loans, which totaled $5,600,000 as of July 31, 2002, are subject to interest rate risk. Most of the borrowings float at either the prime rate or LIBOR plus a certain amount of basis points. Based on the July 31, 2002 balance, an increase of one percent in the interest rate on the Company's loans would cause an increase in interest expense of approximately $56,000, or $.01 per diluted share, net of taxes, on an annual basis. The Company currently does not use derivatives to fix variable rate interest obligations. Foreign Currency Risk - --------------------- The Company has foreign operations in the United Kingdom and Malaysia. Sales and purchases are typically denominated in the British pound, Malaysian ringgit, German mark, Singapore dollar, the Euro or the U.S. dollar, thereby creating exposures to changes in exchange rates. The changes in exchange rates may positively or negatively affect the Company's sales, gross margins and retained earnings. The Company does not enter into foreign exchange contracts but attempts to minimize currency exposure risk through working capital management. There can be no assurance that such an approach will be successful, especially in the event of a significant and sudden decline in the value of a currency. PART II. Item 4. Submission of Matters to a Vote of Security Holders - --------------------------------------------------- On June 20, 2002, the Company held its 2002 Annual Meeting of Shareholders. Of the 1,769,126 shares issued and outstanding, holders of 1,621,278 shares were present, represented in person or by proxy. One matter required vote by the security holders. Robert L. Cooney, William B. Finneran, Alan J. Kastelic, and William C. Scott were elected to the Board of Directors (1,621,278 votes for each and 0 votes against). The term of office for John J. Delucca, Norman Eig, and Mary E. McCormack continued unto the 2002 Annual Meeting of Shareholders. There were no broker non-votes to the Company's knowledge. Item 6. Exhibits - -------- There are no exhibits filed or incorporated by reference herein. Reports on Form 8-K - ------------------- The Company filed no reports on Form 8-K during the quarter to which the report relates. 13 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 thereunto duly authorized. EDISON CONTROL CORPORATION (Registrant) Date: September 10, 2002 /s/ Jay R. Hanamann ---------------------------------- Jay R. Hanamann (Chief Financial Officer) 14 CERTIFICATION Each of the undersigned hereby certifies in his capacity as an officer of Edison Control Corporation (the "Company") that the Quarterly Report on Form 10-Q of the Company for the periods ended July 31, 2002 (the "Report") fully complies with the requirements of Section 13 (a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition of the Company at the end of such period and the results of operations of the Company for such period. EDISON CONTROL CORPORATION (Registrant) Date: September 10, 2002 /s/ Alan J. Kastelic ---------------------------------- Alan J. Kastelic (President and Chief Executive Officer) Date: September 10, 2002 /s/ Jay R. Hanamann ---------------------------------- Jay R. Hanamann (Chief Financial Officer) 15 CERTIFICATIONS UNDER SECTION 302 OF THE SARBANES-OXLEY ACT I, Alan J. Kastelic, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Edison Control Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; and 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of Edison Control Corporation as of, and for, the periods presented in this quarterly report. September 10, 2002 /s/ Alan J. Kastelic ---------------------------------- Alan J. Kastelic President and Chief Executive Officer I, Jay R. Hanamann, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Edison Control Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; and 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of Edison Control Corporation as of, and for, the periods presented in this quarterly report. September 10, 2002 /s/ Jay R. Hanamann ---------------------------------- Jay R. Hanamann Chief Financial Officer 16 Edison Control Corporation Exhibit Index Exhibit No. Description None 17 -----END PRIVACY-ENHANCED MESSAGE-----