PINX:DEWY Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10 - Q
 
(Mark One)
 
þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2012

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from__________to____________
 
Commission File No. 0-2892
 
THE DEWEY ELECTRONICS CORPORATION
A New York Corporation
 
I.R.S. Employer Identification No. 13-1803974
 
27 Muller Road
Oakland, New Jersey 07436
(201) 337-4700
 
Indicate by check mark whether the registrant has(1) 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 þ  NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES  þ   No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o Accelerated filer o
Non-accelerated filer o Smaller reporting company þ
(Do not check if a smaller reporting company)    
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YES  o  NO  þ
 
APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  1,362,031 at May 8, 2012.
 


 
 

 
THE DEWEY ELECTRONICS CORPORATION
 
INDEX
 
      Page No.  
Part I Financial Information      
         
Item 1. Condensed Financial Statements     3  
           
  Condensed Balance Sheets - March 31, 2012(unaudited) and June 30, 2011     3  
           
  Condensed Statements of Operations - Three and Nine-months Ended March 31, 2012 and 2011 (unaudited)     4  
           
  Condensed Statements of Cash Flows for the Nine-months Ended March 31, 2012 and 2011 (unaudited)     5  
           
  Notes to Condensed Financial Statements (unaudited)     6  
           
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations     13  
           
Item 4. Controls and Procedures     21  
           
Part II Other Information        
           
Item 6. Exhibits     22  
 
 
2

 
 
PART I:  FINANCIAL INFORMATION

ITEM 1.  CONDENSED FINANCIAL STATEMENTS

THE DEWEY ELECTRONICS CORPORATION
CONDENSED BALANCE SHEETS
 
   
March 31,
2012
   
June 30,
2011
 
ASSETS:
 
(unaudited)
       
CURRENT ASSETS:
           
Cash and cash equivalents
  $ 789,167     $ 474,381  
Note receivable-net of provision for loss of $18,093 at March 31, 2012 and $25,000 at June 30, 2011
    --        13,048  
Accounts receivable
    296,745       695,911  
Inventories
    857,325       721,565  
Contract costs and related estimated profits in excess of billings
    971,997       623,521  
Prepaid expenses and other current assets
    83,561       53,912  
                 
TOTAL CURRENT ASSETS
    2,998,795       2,582,338  
                 
PLANT, PROPERTY AND EQUIPMENT:
               
Land and improvements
    651,015       651,015  
Building and improvements
    1,930,119       1,885,653  
Machinery and equipment
    3,282,173       3,247,924  
Furniture and fixtures
    263,030       259,096  
      6,126,337       6,043,688  
Less accumulated depreciation
    5,200,133       5,155,939  
      926,204       887,749  
                 
DEFERRED COSTS
    65,095       65,095  
                 
TOTAL ASSETS
  $ 3,990,094     $ 3,535,182  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY:
               
CURRENT LIABILITIES:
               
Notes payable – Current portion
  $ 289,822     $ --  
Trade accounts payable
    435,878       230,018  
Accrued expenses and other liabilities
    168,406       306,650  
Accrued compensation and benefits payable
    180,761       154,724  
 Accrued pension costs
    65,256       45,325  
                 
TOTAL CURRENT LIABILITIES
    1,140,123       736,717  
                 
LONG-TERM PORTION OF NOTE PAYABLE
    20,961       --  
                 
LONG-TERM PENSION LIABILITY
    533,621       533,621  
                 
STOCKHOLDERS’ EQUITY:
               
Preferred stock, par value $1.00; authorized  250,000 shares, issued and outstanding-none,
    --       --  
Common stock, par value $.01; authorized 3,000,000 shares; 1,693,397 shares issued and 1,362,031 shares outstanding at March 31, 2012 and June 30, 2011
    16,934       16,934  
Additional paid-in capital
    2,877,779       2,860,459  
Retained earnings
    262,562       249,337  
Accumulated other comprehensive loss
    (374,858 )     (374,858 )
      2,782,417       2,751,872  
Less: Treasury stock 331,366 shares at cost
    (487,028 )     (487,028 )
                 
TOTAL STOCKHOLDERS’ EQUITY
    2,295,389       2,264,844  
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 3,990,094     $ 3,535,182  
 
See accompanying notes to condensed financial statements
 
 
3

 
 
THE DEWEY ELECTRONICS CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
 
   
Three-Months Ended
March 31
   
Nine-Months Ended
March 31,
 
   
2012
   
2011
   
2012
   
2011
 
                         
Revenues
  $ 2,282,917     $ 2,098,668     $ 6,576,380     $ 5,667,432  
                                 
Cost of Revenues
    1,817,356       1,784,492       5,534,437       4,795,437  
                                 
Gross Profit
    465,561       314,176       1,041,943       871,995  
                                 
Selling, General and Administrative
    329,531       348,954       1,022,920       1,186,385  
                                 
Operating Income/(Loss)
    136,030       (34,778 )     19,023       (314,390 )
                                 
Interest Expense
    (1,948 )     (1,387 )     (2,450 )     (1,387 )
                                 
Other Income/(Expense)– Net
    (1,520 )     (3,897 )     (3,348 )     (3,713 )
                                 
Income/(Loss) Before Income Taxes
    132,562       (40,062 )     13,225       (319,490 )
                                 
Provision for Income Tax
    --       --       --       --  
                                 
Net Income/(Loss)
  $ 132,562     $ (40,062 )   $ 13,225     $ (319,490 )
                                 
NET INCOME/(LOSS) PER COMMON SHARE-BASIC
  $ 0.10     $ (0.03 )   $ 0.01     $ (0.23 )
NET INCOME/(LOSS) PER COMMON SHARE-DILUTED
  $ 0.10     $ (0.03 )   $ 0.01     $ (0.23 )
                                 
Weighted average number of shares Outstanding:
                               
Basic
    1,362,031       1,362,031       1,362,031       1,362,031  
Diluted
    1,364,110       1,362,031       1,363,432       1,362,031  

See accompanying notes to condensed financial statements
 
 
4

 
 
THE DEWEY ELECTRONICS CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
   
Nine-Months Ended
March 31,
 
   
2012
   
2011
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net income/(loss)
  $ 13,225     $ (319,490 )
Adjustments to reconcile net income/(loss) to
               
Net cash provided by/(used in) operating activities:
               
Depreciation
    44,194       60,391  
Stock based compensation expense
    17,320       26,875  
(Decrease)/increase in allowance for doubtful accounts
    (6,907 )     25,000  
Gain on sale of plant, property and equipment
    --       (200 )
Decrease/(increase) in accounts receivable and notes Receivable
    419,121       (85,079 )
Increase in inventories
    (135,760 )     (166,242 )
(Increase)/decrease in contract costs and related estimated profits in excess of billings
    (348,476 )     27,583  
Decrease in prepaid expenses and other current assets
    (29,649 )     (22,502 )
Increase in customer deposits
    --       1,133  
Increase in trade accounts payable
    205,860       104,107  
(Decrease)/increase in accrued expenses and other liabilities
    (112,207 )     79,198  
Increase/(decrease) in accrued pension costs
    19,931       (30,076 )
Total adjustments
    73,427       20,188  
                 
NET CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES
    86,652       (299,302 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Expenditures for plant, property and equipment
    (82,649 )     (21,091 )
Proceeds from sale of assets
    --       200  
                 
NET CASH USED IN INVESTING ACTIVITIES
    (82,649 )     (20,891 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Short term borrowings
    275,000       250,000  
Repayment of short term borrowings
    --       (250,000 )
Proceeds from long term debt
    44,466          
Repayment of long term debt
    (8,683 )     --  
                 
NET CASH PROVIDED BY FINANCING ACTIVITIES
    310,783       --  
                 
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS
    314,786       (320,193 )
                 
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    474,381       777,511  
                 
CASH AND CASH EQUIVALENTS AT END OF PERIOD
  $ 789,167     $ 457,318  
                 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
               
                 
Interest paid
  $ 2,450     $ 1,387  

See accompanying notes to condensed financial statements
 
 
5

 
 
THE DEWEY ELECTRONICS CORPORATION
 
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1.       Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared by The Dewey Electronics Corporation (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim reporting.  Certain information and disclosures normally included in notes to financial statements have been condensed or omitted pursuant to such rules and regulations, but resultant disclosures are in accordance with accounting principles generally accepted in the United States of America as they apply to interim reporting.  The condensed financial statements should be read in conjunction with the financial statements and the notes thereto in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2011 (the “2011 Form 10-K”).

In the opinion of the Company’s management, the accompanying unaudited condensed financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly, in all material respects, the Company’s financial position as of March 31, 2012, and the results of operations for the three months and nine months then ended and cash flows for the nine-months then ended.  The results of operations and cash flows for the period ended March 31, 2012 are not necessarily indicative of the results of operations or cash flows to be expected for any subsequent quarter or the full fiscal year ending June 30, 2012.

As of March 31, 2012, there have been no material changes to any of the significant accounting policies described in our 2011 Form 10-K.

Liquidity

The Company has experienced recurring losses from operations and net cash outflows from operations in recent quarters. In addition, as previously reported the Company’s 10 year indefinite delivery, indefinite quantity contract with the U.S. Army to supply 2kW generator sets expired at the end of September 2011. Prior to the expiration of the contract the Company received a final delivery order in the amount of $7.9 million with deliveries scheduled through September 2013. The U.S Army has announced that it no longer plans to issue a new multiple year indefinite delivery, indefinite quantity fixed price contract and will transfer the 2kW program to a 'sustainment' command.

The Company anticipates that the Government will continue to require these generators, which can be ordered under individual “Purchase Orders”. The Company also continues to work toward having these generators available on the General Services Administration’s GSA.gov website as well as through other websites and sales channels. We are unable to predict whether, when or to what extent the Government will continue to place orders for these generators.

Historically, the Company’s capital expenditures, debt servicing requirements and working capital needs have been financed by cash flow from operations, progress payments on various Government contracts (based on cost incurred) and a line of credit described under “Financing Activities” in the Management’s Discussion and Analysis section of this Form 10-Q.

Management believes that the Company’s current cash and its line of credit, combined with progress payments as well as billings at the time of delivery of products will be sufficient to support short-term liquidity requirements, working capital needs and capital expenditures at their current or expected levels.
 
 
6

 

Revenue Recognition

Revenues and estimated earnings under long-term defense contracts (including research and development contracts, except as described below in this paragraph) are recorded using the percentage-of-completion method of accounting, measured as the percentage of costs incurred to estimated total costs of each contract.  For the Company’s indefinite delivery, indefinite quantity contract to provide 2kW generator sets to the military, which expired on September 30, 2011, and for orders from other Government subcontractors for 2kW generator sets, percentage-of-completion calculations are based on individual “Delivery Orders” which are periodically received for specified quantities. These calculations require management to estimate the cost to complete open orders. Changes between those estimates and the actual cost of completion of delivery orders impact the revenue recognition in each reporting period. Estimates are adjusted as necessary on a quarterly basis.  For research and development contracts total costs incurred are compared to total expected costs for each contract. The Company has one development contract and one development sub-contract for which it recognizes revenues on a time and material basis.

The Company uses the percentage-of-completion method to recognize revenues for its replacement parts and other short term business when the dollar amount of the order to be delivered in a future period or periods is material, and the duration of the work will span multiple reporting periods.  Revenues and earnings for all other orders for replacement parts and other short term business (including orders for replacement parts for snowmaking equipment) are recorded when deliveries of product are made and title and risk of loss have been transferred to the customer and collection is probable.

For those contracts where revenue has been recognized using the percentage-of-completion method of accounting, provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined.  Changes in job performance, job conditions, and estimated profitability may result in revisions to costs and income and are recognized in the period in which the revisions are determined.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period.  These estimates include, among others, lower of cost or market estimates for inventories, realization of deferred tax assets, revenue recognition and certain accrued expenses.  Actual results could differ from those estimates.
 
 
7

 
 
Income Taxes

Under the asset and liability method of accounting for taxes under ASC Topic 740, “Income Taxes”, deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  The effect on deferred tax assets and liabilities of a change in tax laws is recognized in the results of operations in the period the new laws are enacted.  A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not, that such assets will be realized.

The Company accounts for uncertain tax positions in accordance with Generally Accepted Accounting Principles in the U.S. Income tax positions must meet a more-likely-than-not recognition in order to be recognized in the financial statements.  The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits within operations as income tax expense.  As new information becomes available, the assessment of the recognition threshold and the measurement of the associated tax benefit of uncertain tax positions may result in financial statement recognition or derecognition.

2.        Accounting Standards Updates
 
In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-04 (ASU No. 2011-4), Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs to provide a uniform framework for fair value measurements and related disclosures between U.S. GAAP and International Financial Reporting Standards (IFRS). Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entity's use of a nonfinancial asset that is different from the asset's highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU No. 2011-04 requires prospective application for interim and annual periods beginning on or after December 15, 2011. The adoption of the provisions of ASU No. 2011-04 did not have a material impact on the Company's financial position or results of operations.
 
Accounting Standards Updates Not Yet Effective

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220):Presentation of Comprehensive Income which improves the comparability, consistency, and transparency of financial reporting and increases the prominence of items reported in other comprehensive income ("OCI") by eliminating the option to present components of OCI as part of the statement of changes in stockholders' equity. The amendments in this standard require that all non-owner changes in stockholders' equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. Under either method, an entity is required to present on the face of the financial statements reclassification adjustments for items that are reclassified from OCI to net income in the statement(s) where the components of net income and the components of OCI are presented. The amendments in this standard do not change the items that must be reported in OCI, when an item of OCI must be reclassified to net income, or change the option for an entity to present components of OCI gross or net of the effect of income taxes. The amendments in ASU No. 2011-05 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011 and are to be applied retrospectively. The adoption of the provisions of ASU No. 2011-05 will not have a material impact on the Company's financial position or results of operations.
 
 
8

 


In December 2011, the FASB issued ASU No. 2011-12, Comprehensive Income (Topic 220):Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Income in Accounting Standards Update No. 2011-05 which defers the effective date of provisions of ASU No. 2011-05 that relate to the presentation of reclassification adjustments on the face of the financial statements. ASU No. 2011-12 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2012. The adoption of ASU No. 2011-12 will not have a material impact on the Company's financial position or results of operations.
 
Other Accounting Standards Updates not effective until after March 31, 2012 are not expected to have a significant effect on the Company’s financial position or results of operations.
 
3.        Inventories
 
Inventories consist of:
 
   
March 31, 2012
   
June 30, 2011
 
             
Finished Goods
  $ 45,149     $ 34,240  
Work In Progress
    200,055       140,344  
Raw Materials
    612,121       546,981  
Total
  $ 857,325     $ 721,565  

4.        Taxes on Income

The Company has provided a valuation allowance against its net deferred tax assets as it believes that it is more likely than not that it will not realize these tax attributes. The Company has approximately $1,092,000 and $205,000 of federal and state net deferred tax assets respectively, primarily arising from net operating loss carry-forwards, expiring beginning in 2013.  In the nine month period ended March 31, 2012 the Company’s federal and state net deferred tax assets were reduced by approximately $4,000 and $1,000, respectively, as a result of the net income for the period.
 
 
9

 
 
5.        Earnings/(Loss) Per Share

Net income (loss) per share has been presented pursuant to ASC Topic 260, “Earnings per Share”.  Basic net income (loss) per share is computed by dividing reported net income (loss) available to common shareholders by weighted average shares outstanding for the period.  Diluted net income (loss) per share is computed by dividing reported net income (loss) available to common shareholders by weighted average shares outstanding for the period, adjusted for the dilutive effect of common stock equivalents, which consist of stock options, using the treasury stock method.
 
The tables below set forth the reconciliation of the numerators and denominators of the basic and diluted net income (loss) per common share computations.  Certain stock options were excluded from the computation of earnings per share due to their anti-dilutive effect. For the three-months ended March 31, 2012, 36,000 shares were excluded due to the exercise price of the options exceeding the average share price for the quarter. For the three months ended March 31, 2011, 52,700 shares were excluded as a result of their anti-dilutive effect on the net loss for the period.

For the nine-month period ended March 31, 2012, 48,000 shares were excluded due to the exercise price of the options exceeding the average share price for the period.  For the nine month period ended March 31, 2011, 52,700 shares were excluded as a result of their anti-dilutive effect on the net loss for the period.

   
Three-months Ended March 31,
 
   
2012
   
2011
 
    
Net Income
   
Shares
   
Per Share Amount
   
Net Loss
   
Shares
   
Per Share Amount
 
Basic net income/(loss)
                                   
per common share
  $ 132,562       1,362,031     $ .10     $ (40,062 )     1,362,031     $ (.03 )
                                                 
Effect of dilutive Securities
     --        2,079        --        --        --        --  
Diluted net income/(loss) per common share
  $ 132,562         1,364,110     $ .10     $ (40,062 )       1,362,031     $ (.03 )
 
   
Nine-months Ended December 31,
 
   
2012
   
2011
 
   
Net Income
   
Shares
   
Per Share Amount
   
Net Loss
   
Shares
   
Per Share Amount
 
Basic net income/(loss)
                                   
per common share
  $ 13,225       1,362,031     $ .01     $ (319,490 )     1,362,031     $ (.23 )
                                                 
Effect of dilutive Securities
     --        1,401        --        --        --        --  
Diluted net income/(loss) per common share
  $ 13,225         1,363,432     $ .01     $ (319,490 )       1,362,031     $ (.23 )
 
 
10

 
 
6.        Stock Option Plan

On September 22, 2011, the Board of Directors of the Company adopted the Company’s 2011 Stock Option Plan (the “2011 Plan” or the “Plan”), subject to shareholder approval. On December 8, 2011 the shareholders of the Company approved the Plan. Under the Plan options to purchase a maximum of 133,000 shares of common stock may be granted to executives and key employees. Such options may be either incentive stock options or non-qualified options and must be granted with an exercise price no less than the fair market value of the stock on the date of the grant. A copy of the 2011 Plan is set forth as Exhibit A to the Company’s 2011 proxy statement. No stock options have been granted under the plan.

On December 2, 1998, the Company adopted its Stock Option Plan of 1998 which was amended and restated effective December 5, 2001, pursuant to which options to purchase a maximum of 85,000 shares of common stock may be granted to executives and key employees.  Incentive stock options have been granted under the plan with an exercise price no less than fair market value of the stock on the date of grant.  Outstanding options generally are exercisable for ten years from the date of grant, except for four grants totaling 13,500 options which are exercisable for a 5-year term.  Outstanding options have expiration dates ranging from December 12, 2012 to September 21, 2021. No additional options may be granted under this plan.

The following disclosures are based on stock options granted to employees of the Company in the first quarter of fiscal 2012 (quarter ended September 30, 2011) and the second quarter of fiscal 2011 (quarter ended December 31, 2010). There were no stock options granted in the second or third quarters of fiscal 2012.  For the three months ended March 31, 2012, the Company recorded stock option compensation expense of $2,885.  For the three months ended March 31, 2011, the Company recorded stock option compensation expense of $12,634. For the nine months ended March 31, 2012, the Company recorded stock option compensation expense of $17,320 compared to stock option compensation expense of $26,875 for the nine month period ended March 31, 2011.

For the full fiscal year ending June 30, 2012, the Company expects approximately $20,113 in stock option compensation expense based on stock options already granted and assuming no further option grants during the remainder of the fiscal year.  However, our assessment of the estimated compensation expense will be affected by the number of stock options actually granted (if any) during the remainder of the year as well as the number of outstanding options that are forfeited.

Estimating stock option compensation expense requires assumptions regarding a number of complex and subjective variables. Key assumptions used to estimate the fair value of stock options include the exercise price of the award, the expected volatility of the Company’s stock price, expected employee option exercise behaviors, risk free interest rate over the option’s expected term, and the annual dividend yield. Compensation cost is recognized over the vesting period of the option using the straight line method.

The Company used its historical stock price volatility to compute the expected volatility for purposes of valuing stock options issued.  The period used for the historical stock price corresponded to the expected term of the options and was between five and ten years.  The expected dividend yield is based on the Company’s practice of not paying dividends.  The risk-free rate of return is based on the yield of U.S. Treasury Strips with terms equal to the expected life of the options as of the grant date.  The expected life in years is based on historical actual stock option exercise experience and assumes that no options will be forfeited.
 
 
11

 
 
The following weighted average assumptions were used in the valuation of stock options granted in the first quarter of fiscal 2012.
 
   
September 30,
2011
 
Expected dividend yield
    --  
Expected volatility
    76.8 %
Risk-free interest rate
    1.27 %
Expected life in years
    6.0  

Based on the assumptions in the table above, the grant date fair value of stock options granted in the first quarter of fiscal 2012 was $11,354.
 
Stock option transactions for the Company’s employee stock option plans for the three and nine months ended March 31, 2012 are as follows:
 
   
March 31, 2012
 
   
Three Months
   
Nine Months
 
         
Weighted
         
Weighted
 
         
Average
         
Average
 
   
Shares
   
Exercise Price
   
Shares
   
Exercise Price
 
                         
Beginning balance
    62,500       2.50       52,700       2.66  
Granted
    --       --       9,800       1.63  
Exercised
    --       --       --       --  
Cancelled or expired
    --       --       --       --  
Ending balance
    62,500       2.50       62,500       2.50  
Options exercisable at end of period
    52,700       2.66       52,700       2.66  

7.        Notes Payable

In August 2011 the Company entered into a 36 month, interest free, financing agreement with Wells Fargo Financial Leasing in the amount of $44,466 to finance the upgrade of the Company’s facility lighting. The loan is secured by the physical assets financed under this loan. As of March 31, 2012 the Company had an outstanding balance of $35,783 on this note.
 
On April 27, 2009 the Company entered into a $500,000 line of credit with TD Bank, NA.  On November 2, 2011, the Company and TD Bank entered into a modification of this line of credit, effective as of October 31, 2011, which reduced the maximum borrowing amount to $375,000, removed the minimum interest rate of 4.25% on outstanding borrowings and extended this line of credit to November 30, 2012. No other terms of the Company’s April 27, 2009 revolving term note to TD Bank were changed. As of March 31, 2012 the Company had $275,000 of outstanding debt against this line of credit. The Company does not regard this credit facility as vital to its continued operations.
 
 
12

 
 
THE DEWEY ELECTRONICS CORPORATION
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
 
The following discussion should be read in conjunction with the unaudited condensed financial statements, including the notes thereto, appearing elsewhere in this Form 10-Q, and with the audited financial statements, including the notes thereto, appearing in the Company’s 2011 Form 10-K.  Certain statements in this report may be deemed “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934.  All statements, other than statements of historical fact that address activities, events or developments that the Company or management intends, expects, projects, believes or anticipates will or may occur in the future are forward-looking statements.  Such statements are based upon certain assumptions and assessments made by management of the Company in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes to be appropriate.  The forward-looking statements included in this report are also subject to a number of material risks and uncertainties, including but not limited to economic, governmental, competitive and technological factors affecting the Company’s operations, markets, products, services and prices and, specifically, the factors discussed below under “Financing Activities”, and “Company Strategy” and in Item 1 (Description of Business) of the Company’s 2011 Form 10-K under the subheading “Operational Risks”.  Such forward-looking statements are not guarantees of future performance and actual results, developments and business decisions may differ from those envisaged by such forward-looking statements.

The Company’s operating cycle is long-term and includes various types of products and varying delivery schedules.  Accordingly, results of a particular period or period-to-period comparisons of recorded revenues and earnings may not be indicative of future operating results.  The following comparative analysis should be viewed in this context.

Critical Accounting Policies and Estimates

The Company’s unaudited financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America.  Preparing financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses.  These estimates and assumptions affect the application of our accounting policies.  Actual results could differ from these estimates. Critical accounting policies are those that require application of management’s most difficult, subjective or complex judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods.  The Company’s critical accounting policies include revenue recognition on contracts and contract estimates, pensions, impairment of long-lived assets, and valuation of deferred tax assets and liabilities. For additional discussion of the application of these and other accounting policies, see Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Note 1 of the Notes to the Financial Statements included in the Company’s 2011 Form 10-K.
 
 
13

 
 
Results of Operations – Revenues

Revenues and estimated earnings under long-term defense contracts (including research and development contracts, except as described below in this paragraph) are recorded using the percentage-of-completion method of accounting, measured as the percentage of costs incurred to estimated total costs of each contract.  For the Company’s indefinite delivery, indefinite quantity contract to provide 2kW generator sets to the military, which expired on September 30, 2011, and for orders from other Government subcontractors for 2kW generator sets, percentage-of-completion calculations are based on individual “Delivery Orders” which are periodically received for specified quantities. These calculations require management to estimate the cost to complete open orders. Changes between those estimates and the actual cost of completion of delivery orders impact the revenue recognition in each reporting period. Estimates are adjusted as necessary on a quarterly basis.  For research and development contracts total costs incurred are compared to total expected costs for each contract. The Company has one development contract and one development sub-contract for which it recognizes revenues on a time and material basis.
 
The Company uses the percentage-of-completion method to recognize revenues for its replacement parts and other short term business when the dollar amount of the order to be delivered in a future period or periods is material, and the duration of the work will span multiple reporting periods.  Revenues and earnings for all other orders for replacement parts and other short term business (including orders for replacement parts for snowmaking equipment) are recorded when deliveries of product are made and title and risk of loss have been transferred to the customer and collection is probable.

For those contracts where revenue has been recognized using the percentage-of-completion method of accounting, provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined.  Changes in job performance, job conditions, and estimated profitability may result in revisions to costs and income and are recognized in the period in which the revisions are determined.

Revenues for the three month period ended March 31, 2012 were $184,249 higher when compared to the three month period ended March 31, 2011.  Revenues were higher principally due to increases in sales of replacement parts and other short-term business and an increase in revenues from the Company’s customer funded research and development efforts. The production of generator sets under the Company’s prime contract to provide 2kW generator sets to the U.S. Army as well as for delivery to other defense contractors outside the Company’s prime contract decreased when compared to the same three month period last year.

For the three months ended March 31, 2012 production efforts to provide the Armed Forces with diesel operated generator sets provided approximately 77% of revenues compared to approximately 89% for the three months ended March 31, 2011.  The Company’s research and development contract and sub-contract provided approximately 8% of revenues for the three months ended March 31, 2012, and approximately 3% of revenues in the same period in 2011.  Replacement parts and other short-term business provided approximately 15% of revenues for the three months ended March 31, 2012 and approximately 8% of revenues in the same period in 2011.
 
Revenues for the nine-month period ended March 31, 2012 were $908,948 higher when compared to the nine-month period ended March 31, 2011. The higher revenues were attributable to increases in production of generator sets under the Company’s prime contract to provide 2kW generator sets to the U.S. Army as well as for delivery to other defense contractors outside the Company’s prime contract, an increase in customer funded research and development  and an increase in sales of replacement parts and other short-term business when compared to the same nine-month period last year.
 
 
14

 

During the nine-month period ended March 31, 2012, production efforts to provide the Armed Forces with diesel operated generator sets provided approximately 80% of revenues compared to approximately 86% for the nine- month period ended March 31, 2011.  The Company’s research and development contract and sub-contract provided approximately 7% of revenues during the nine-month period ended March 31, 2012, versus approximately 2% in the same period in 2011.  Replacement parts and other short-term business provided approximately 13% of revenues in the nine-month period ended March 31, 2012, and approximately 12% of revenues in the same period in 2011.

The aggregate value of the Company’s backlog of sales orders was $7.2 million on March 31, 2012 and $1.0 million on March 31, 2011.  It is estimated that a significant portion of the present backlog will be billed during the next 18 months and be substantially recognized as fiscal year 2012 and fiscal 2013 revenues.
 
Gross Profit

Gross profit is affected by a variety of factors including, among other items, production volume, product mix, product pricing, and product costs. The Company earned a gross profit of $465,561 for the three month period ended March 31, 2012 compared to a gross profit of $314,176 for the same three month period in 2011. The higher gross profit for the three months ended March 31, 2012 was the result of a modest increase in production volume, a more favorable product mix and a small increase in the contract price for 2kW generator sets for delivery orders placed under the Company’s prime contract with the U.S. Army prior to its expiration.

For the nine-month period ended March 31, 2012 the Company’s gross profit was $1,041,943 compared to a gross profit of $871,995 for the nine-month period ended March 31, 2011. As with the three-month period above, gross profit increased for the nine month period as a result of higher production volume and a more favorable product mix. The small increase in contract price for 2kW generator sets in the three-month period above did not have a significant impact on gross profit for the nine-month period ended March 31, 2012.

Selling, General and Administrative Expenses
 
Selling, General and Administrative expenses for the three months ended March 31, 2012 were $329,531 or 14% of revenues compared to $348,954 or 17% of revenues for the three month period ended March 31, 2011. The most significant reductions in expense and the approximate amount of the reductions were in Company sponsored research and development ($31,000) and general corporate expense ($6,000). These were partly offset by increases in marketing expense ($8,000), legal and professional fees ($6,000) and compensation expense ($3,000).
 
Selling, General and Administrative expenses for the nine months ended March 31, 2012 were $1,022,920 or 16% of revenues compared to $1,186,385 or 21% of revenues for the nine month period ended March 31, 2011. The most significant reductions in expense and the approximate amount of the reductions were in Company sponsored research and development ($78,000), consulting fees ($43,000), allowance for doubtful accounts ($26,000), marketing expense ($12,000), and compensation and benefits (11,000).
 
 
15

 
 
Interest Expense

The Company had interest expense of $1,948 in the three month period ended March 31, 2012 compared to interest expense of $1,387 in the three month period ended March 31, 2011.

For the nine-month period ended March 31, 2012 the Company had interest expense of $2,450 compared to interest expense of $1,387 in the nine-month period ended March 31, 2011.

Other Expense/Income – Net

Amounts reported as other income or expense represent, the net effect of interest income and miscellaneous items such as the sale of scrap, bank transaction fees and other like items.

Other expense of $1,520 for the three months ended March 31, 2012 was comprised of state franchise tax of $1,000 and bank fees of $766 partly offset by interest income of $246.

Other expense of $3,348 for the nine months ended March 31, 2012 was comprised of state franchise tax of $1,000 and bank fees of $3,668 partly offset by interest income and scrap sales of $1,320.
 
Net Income/Loss Before Income Taxes

Net income before income taxes for the three months ended March 31, 2012 was $132,562 and for the three months ended March 31, 2011 the net loss before income taxes was $40,062.

Results for the third quarter of fiscal year 2012 improved when compared to the same period in fiscal year 2011 due to both a higher gross profit resulting from higher revenues and more favorable product mix for the quarter as well as a decrease in Selling, General and Administrative expenses as discussed above.

Net income before income taxes for the nine-month period ended March 31, 2012 was $13,225. For the same period in 2011 net loss before income taxes was $319,490.

Results for the nine-month period ended March 31, 2012 improved when compared to the same period in fiscal year 2011 principally the result of higher gross profit resulting from higher revenues and more favorable product mix and decreased Selling, General and Administrative expenses as discussed above.
 
 
16

 

Income Taxes

Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their financial statement reported amounts and for tax loss and credit carry-forwards.

A valuation allowance is provided against deferred tax assets when it is determined to be more likely than not that these amounts will not be realized.

The Company has provided a valuation allowance against its net deferred tax assets as it believes that it is more likely than not that it will not realize these tax attributes. The Company has approximately $1,092,000 and $205,000 of federal and state net deferred tax assets respectively, primarily arising from net operating loss carry-forwards, expiring beginning in 2013. In the nine month period ended March 31, 2012 the Company’s federal and state net deferred tax assets were reduced by approximately $4,000 and $1,000, respectively, as a result of the net income for the period.

Liquidity and Capital Resources

Historically, the Company’s capital expenditures, debt servicing requirements and working capital needs have been financed by cash flow from operations, progress payments on various Government contracts (based on cost incurred) and a line of credit, described under “Financing Activities” below.

As of March 31, 2012, the Company had no material capital expenditure commitments. Management believes that the Company’s current cash and its line of credit, combined with progress payments as well as billings at the time of delivery of products will be sufficient to support short-term liquidity requirements, working capital needs and capital expenditures at their current or expected levels.

At March 31, 2012, the Company’s working capital was $1,858,672 compared to $1,962,168 at March 31, 2011.

The ratio of current assets to current liabilities was 2.63 to 1 at March 31, 2012 and 3.77 to 1 at March 31, 2011.
 
The following table is a summary of the Statements of Cash Flows in the Company’s Financial Statements:
 
   
Nine Months ended March 31,
 
   
2012
   
2011
 
Net cash provided by/(used in)
           
Operating activities
  $ 86,652     $ (299,302 )
Investing activities
    (82,649 )     (20,891 )
Financing activities
    310,783       --  
 
 
17

 
 
Operating Activities:

Adjustments to reconcile net loss to net cash used in operations are presented in the Statements of Cash Flows in the Company’s Financial Statements.
 
Net cash provided by operating activities in the nine-month period ended March 31, 2012 was comprised primarily of net income before depreciation and amortization, a decrease in accounts receivable and increases in accounts payable and accrued pension costs, partly offset by increases in inventories, contract costs and estimated related profits in excess of applicable billings and prepaid expenses and a decrease in accrued expenses.

Net cash used in operating activities in the nine-month period ended March 31, 2011 was comprised primarily of net loss before depreciation and amortization and increases in accounts receivable, allowance for doubtful accounts, inventories and prepaid expenses and a decrease in accrued pension costs. These were partly offset by a decrease in contract costs and estimated related profits in excess of applicable billings and an increase in trade accounts payable and accrued expenses and other liabilities.

The Company expenses its research and development costs as incurred. These costs consist primarily of salaries and material costs. For the nine month period ended March 31, 2012 and March 31, 2011, the Company expensed $31,313 and $109,780 respectively, of research and development costs. Research and development projects performed under contract for customers are billed to the customer and are recorded as contract costs as they are incurred.

Investing Activities:

During the first nine months of fiscal 2012, net cash of $82,649 was used in investing activities. The entire amount was used for capital expenditures, principally for the replacement and upgrade of facility lighting and the acquisition of additional demonstration and test equipment.

During the first nine months of fiscal 2011, net cash of $20,891 was used in investing activities which was used for capital expenditures, principally for demonstration and test equipment partly offset by the receipt of $200 from the sale of an asset.
 
Financing Activities:

In August 2011 the Company entered into a 36 month, interest free, financing agreement with Wells Fargo Financial Leasing in the amount of $44,466 to finance the upgrade of the Company’s facility lighting. The loan is secured by the physical assets financed under this loan. As of March 31, 2012 the Company had an outstanding balance of $35,783 on this note.

On April 27, 2009 the Company entered into a $500,000 line of credit with TD Bank, NA. (See Note 10 of the Notes to Financial Statements in the Company’s Form 10-K for the fiscal year ended June 30, 2011). On November 2, 2011, the Company and TD Bank entered into a modification of this line of credit, effective as of October 31, 2011, which reduced the maximum borrowing amount to $375,000, removed the minimum interest rate of 4.25% on outstanding borrowings and extended this line of credit to November 30, 2012. No other terms of the Company’s April 27, 2009 revolving term note to TD Bank were changed. In December 2011 the Company borrowed $275,000 against this line of credit. As of March 31, 2012 this $275,000 remained outstanding against the line of credit. The Company does not regard this credit facility as vital to its continued operations.
 
 
18

 

The Company did not use any other cash in financing activities during the nine-month period ended March 31, 2012. The Company did not use any cash in financing activities during the nine-month period ended March 31, 2011.

The Company owns approximately 90 acres of land and the building, which it occupies in Bergen County, New Jersey, adjacent to an interchange of Interstate Route 287. The Company is continuing to actively pursue possible methods of monetizing 68 undeveloped and unused acres of this property, by its sale and/or development. This endeavor has become more complex with the implications of New Jersey’s “Highlands Water Protection and Planning Act”.

The Act identifies approximately 400,000 acres of New Jersey as The Highlands Preservation Area. Pursuant to the statute, this area has the most onerous restrictions on future development. The Company’s property is in this area, and further development would not be permitted without a waiver or other relief from the State. The Company continues to believe that there are strong reasons why its property should not be subject to the severe restrictions of the preservation area, and is attempting to affect a solution.

Since the Act was passed in June of 2004, the State repeatedly delayed promulgation of final regulations and a master plan. Originally expected in 2005, final regulations and a master plan were approved by the Governor on September 5, 2008. At the same time the Governor issued executive order 114 further defining the framework by which the Highlands Council, other State agencies, and both county and municipal governments are to work together. The Company believes that a regulatory environment is now developing within which monetization of the land may be possible. In light of these events, the Company is actively assessing its options. However, no assurances can be given that the Company’s efforts will be successful, that a satisfactory valuation will be achieved, or that resolution will be timely.

In May 2008, the Company entered into a contract to sell a small parcel of land, approximately 7 acres, for $205,000. The land is physically separated from the main parcel of the Company’s property by an interstate highway and is contained within the Highlands Preservation Area. Among other things, the sale of the land is subject to approval for development by the Highlands Commission and various state and local government agencies. Accordingly, the Company can make no assurance that the sale will be successfully consummated or, if consummated, the timing thereof.
 
In November 2011 the Company and the buyer extended the sales contract described above until December 31, 2012 to allow the buyer additional time to gain the required approvals for development. In recognition of the additional expense on the part of the buyer to obtain the required development approvals the Company has agreed to lower the contract price of the parcel by $50,000 to $155,000. However, the Company can make no assurances that the required approvals will be granted, or if granted, the timing thereof.
 
Accounting Standards Updates

Refer to Note 2. Significant Accounting Policies in the Notes to the Condensed Financial Statements section of this Quarterly Report.

Company Strategy

The Company has many years of experience in contracting with the Department of Defense and has been successful in obtaining many contracts to provide a wide array of products and services. Management believes that this experience is a significant positive competitive factor. Management is continuing to explore other areas of business with the Department of Defense, which are capable of providing stability and growth.
 
 
19

 

The Company is focusing its efforts within the market for military compact diesel power generation on select product categories which management believes represent the best chances of successfully growing the Company’s business. Although no assurances can be made that such a strategy will be successful, management believes that long-term growth can best be achieved by: 1) growing the Company’s profitability in areas where the Company already has a strong presence, 2) expanding into related markets with existing products and capabilities, and 3) further taking advantage of the Company’s strengths by expanding into related product categories.

The Company faces competition in many areas and from companies of various sizes, capabilities and resources. Competitive factors include product quality, technology, product availability, price, and customer service. Management believes that the reputation of the Company in these areas provides a significant positive competitive factor. As part of its overall business strategy management is continuing to reinforce customer awareness of the Company’s current and past performance as a Department of Defense supplier, its product quality and reliability, and its historically strong customer relationships.

The Company’s 10 year indefinite delivery, indefinite quantity contract with the U.S. Army to supply 2kW generator sets expired at the end of September 2011. Deliveries of orders received prior to the expiration of the contract are scheduled to continue through September 2013. As previously reported the U.S. Army has announced that it is not issuing a new multiple year fixed price contract and will transfer the 2kW Generator Program to a 'sustainment' command. The Company anticipates that the Government will continue to require these generators, which can be ordered under individual “Purchase Orders”. The Company also continues to work toward having these generators available on the General Services Administration’s GSA.gov website as well as through other websites and sales channels. Most importantly, with the expiration of the contract the Company will be able to set new pricing on future orders which could be adjusted on an annual basis. New pricing would be restricted by defense acquisition regulations and comprehensive government auditing. However, we are unable to predict whether, when or to what extent the Government will continue to place orders for these generators.

In approaching the second and third strategic objectives described above, the Company is attempting to capitalize on its previous investments in technology to obtain business in related military power markets and to expand into related military product categories.
 
The Company continues to act on the second strategic objective, working to expand into related power markets. Using our expertise in Direct Current power generation we have designed and delivered diesel power generation systems for use on other companies’ trailer mounted military systems. These power systems have integrated energy storage batteries and digital controls combined with traditional diesel generators. That integration delivers fuel savings as compared to traditional diesel generators while also enabling the optional integration of opportunistic power sources such as solar and wind. These accomplishments build on the Company’s previous accomplishments with vehicle mounted auxiliary power units, and management believes it will allow the Company to further expand into related power applications while increasing its technology base. In furtherance of the third strategic objective, expanding into related military product categories, the Company is utilizing its experience in military-grade portable power systems under a customer funded research and development sub-contract where the Company is designing and prototyping electronic controls for diesel fuel cell systems.

In the near term, continued profitability and broadening the line of product offerings are the Company’s primary objectives. The customer sponsored development sub-contract described above as well as internal Company sponsored development efforts contribute to this goal. The Company is continuing to pursue possible partnering and sub-contracting relationships with other companies and defense contractors that leverage the Company’s current expertise and technology in generators and auxiliary power units.
 
 
20

 
 
ITEM 4.  CONTROLS AND PROCEDURES
 
Evaluation of Disclosure Controls and Procedures

The Company carried out, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Treasurer, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the fiscal quarter covered by this Form 10-Q. Based upon that evaluation, the Chief Executive Officer and Treasurer concluded that, as of March 31, 2012, the design and operation of the Company’s disclosure controls and procedures were effective.

Nonetheless, a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues have been detected.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the fiscal quarter ended March 31, 2012 that materially affected, or are reasonably likely to affect, the Company’s internal control over financial reporting.
 
 
21

 

PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS

See the accompanying Index to Exhibits to this Quarterly Report on Form 10-Q.
 
 
22

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of l934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  THE DEWEY ELECTRONICS CORPORATION  
       
Date: May 14, 2012
By:
/s/ John H.D. Dewey  
    John H.D. Dewey  
    President and Chief Executive Officer  
       
Date: May 14, 2012
By:
/s/ Stephen P. Krill  
    Stephen P. Krill  
    Treasurer  
 
 
23

 

THE DEWEY ELECTRONICS CORPORATION

INDEX TO EXHIBITS

The following exhibits are included with this report. For convenience of reference, exhibits are listed according to the numbers assigned in the Exhibit table to Regulation S-K.
 
Number    
     
31.1   Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.2   Certification of Treasurer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1   Certification of 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 Treasurer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
24
 

PINX:DEWY Quarterly Report 10-Q Filling

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PINX:DEWY Dewey Electronics Corp Quarterly Report 10-Q Filing - 3/31/2012
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