ELECTRO-SENSORS, INC.
Form 10-K for the Year Ended December 31, 20122013
TABLE OF CONTENTS
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Business. |
Introduction
Electro-Sensors, Inc. (“we”, “us”, “our”, the “Company” or “ESI”) is engaged in the manufacturemanufacturing and distribution of industrial production monitoring and process control systems.
In addition, through our subsidiary ESI Investment Company, we periodically make strategic investments in other businesses and companies, primarily when we believe that suchthese investments will facilitate development of technology complementary to our existing products. Although we invest in other businesses and companies through our subsidiary ESI Investment Company, we do not intend to become an investment company and intend to remain primarily an operating company. OurAs of March 19, 2014, our primary investment is 273,267192,157 shares of Rudolph Technologies, Inc., which is accounted for using the available-for-sale method.
Unless indicated otherwise, the terms “Company” and “ESI” when used herein, include Electro-Sensors, Inc. and its consolidated subsidiaries. As of December 31, 2012,2013, ESI had two consolidated subsidiaries: ESI Investment Company and Senstar Corporation. Senstar Corporation does not have any business operations.
ESI was incorporated in Minnesota in July 1968. Our executive offices are located at 6111 Blue Circle Drive, Minnetonka, Minnesota, 55343-9108. Our telephone number is (952) 930-0100.
Products
We manufacture and sell several different types of monitoring systems that measure actual machine production and operation rates, as well as systems that regulate the speed of related machines in production processes.
Our original products—speed monitoring systems—compare machine revolutions per minute or speed against acceptable rates as determined by thea customer. The monitors generally have the same relative operating principle and use a non-contacting sensing head that translates the speed of a rotating shaft into analog readouts. The systems include a signal-generating pulser disc or wrap that attaches to a rotating shaft, the sensing device, and a control unit. The systems vary in complexity, from a simple system that detects slow-downs or stoppages, to more sophisticated systems that warn of deviations from precise tolerances and that permit various subsidiary operations to be determined through monitoring the shaft speed.
The speed monitoring systems also include a line of digital products that translate sensor impulses from its production monitoring systems into digital readouts indicating production counts or rates, such as parts, gallons, or board feet. The speed monitoring systems also include alarm systems, tachometers, and other devices that translate impulses from the sensors into alarm signals, computer inputs, or digital displays that are usable by the customer.
Three production monitoring devices that do not operate by measuring shaft speeds are also in the speed monitoring systems product line. These devices are the tilt switch, vibration monitor, and slide gate position monitor. A tilt switch is designed to alert the operator when a storage bin or production system reaches a certain capacity (e.g., when grain fills a silo). A vibration monitor will alert an operator when the vibration of a machine in a production system exceeds or is below a specified level. The slide gate position monitor is used in plant operations to provide feedback of the position of a slide gate. As part of our Electro-Sentry Hazard Monitoring system, we also have temperature sensors that are used to monitor bearing temperature and belt misalignment.
We have several products used in drive control systems that regulate the speed of motors on related machines in a production sequence to ensure that the performances of various operations are coordinated. The products consist of a line of digital control products for motors that require a complete closed loop PID (Proportional Integral Derivative) control. The closed loop controllers coordinate production speed among process motors and reduce waste.
We have a sales agreement with Motrona GmbH (the West German manufacturer of control and interface devices), giving us rights to distribute their products in the United States the products manufactured by Motrona GmbH.States. These products interface with our products on various applications.
We believe that manufacturing companiesa wide variety of organizations can achieve significant savings in both time and materials by adding production monitoring and drive control technology to existing manufacturing processes to coordinate the operation of related machines. We intend to continue to market ourOur products to thisare sold into both the “retro-fit” market and also to companies buildinginto new manufacturing machinery or processing systems.
In 2008, we introduced our Electro-Sentry Hazard Monitoring System, which integrates our sensors for bearingmontioring temperature, belt misalignment, and shaft speed with a programmable logic controller and touch screen interface to create a complete system for hazard monitoring. By doing this, we are enablingThe system enables our customercustomers to locate which part of the material handling system is operating incorrectly, typically in less than ten seconds. This is doneseconds, by using visual diagrams on thea touch screen. In 2012, we introduced the Electro-Sentry 16 hazard monitoring system and added new features to the Electro-Sentry 1 system.
In 2013, the Company added ION Frequency/Discrete-In, a product that allows users to remotely acquire shaft speed from up to 12 pulse-frequency-output shaft speed sensors, or discrete state for up to 12 switches/sensors, or any combination (up to 12) of both. This is our third ION product, completing the ION product line to support all ESI sensor products and providing the customer high-speed/accuracy signal acquisition at low cost and saved wiring costs. The Company also expanded the Series 18 shaft speed sensors to include additional housings and connection options to reach a broader range of installations. In addition, product upgrades for sensing capability and ruggedness were introduced on the Hall-effect sensors.
February 2014 Acquisition of Wireless Hazard Monitoring System
On February 18, 2014, the Company purchased the Insta-Link wireless hazard technology monitoring system and product family, together with related technology and intellectual property rights, from Harvest Engineering Inc., a privately held Illinois-based corporation, and its affiliated parties and owners (“Harvest”). The Company will market the wireless hazard monitoring products under its new HazardPROTM product line and manufacture and service these products at its Minnetonka, Minnesota facility.
The Company agreed to pay $1,200,000 for the product line, of which $400,000 was paid at closing, and additional payments of $400,000 will be paid on each of the first and second anniversary of the closing. Harvest may earn up to an additional $550,000 of purchase price, depending upon the achievement of revenue measures during the four calendar years following the closing.
We expect to continue to expend resources in new product development and the marketing of new and existing products for use in productiona wide variety of monitoring applications. We continue to expand our line of hazard monitoring products with new system displays and sensors to meet the requirements of a wider customer base. In 2012, we introduced the Electro-Sentry 16 hazard monitoring system and added new features to the Electro-Sentry 1 system. Other new products included a new ST420 shaft tachometer and several sensor mounting products.
Our customers have diverse applications for our products in the grain, feed, bio-fuels, power generation, water utilities and waste water treatment, mining, chemical, and other processing areas. We are continuing to look for new industries to expand sales and may also consider acquiring compatible businesses as part of our growth strategy. Our corporate web site provides significant information and product application knowledge to existing and prospective customers and also direct knowledge to our sales partners. Information on our website is not incorporated by reference herein and is not a part of this Form 10-K.
Marketing and Distribution
We sell our products primarily through home officeboth our internal sales people who deal directly with customersteam and a number of manufacturer’s representatives and distributors located throughout the United States, Canada, Mexico, China, Canada,Bolivia, Chile, Bolivia, Colombia, Malaysia, Singapore,Guatemala, Peru, Great Britain, Egypt, Saudi Arabia, Australia, Egypt, El Salvador, Guatemala,China, Korea, Puerto Rico, Taiwan,Malaysia, Philippines, Singapore, and Turkey.Taiwan. The sensing and control units are sold under the Electro-Sensors, Inc. brand as a range of products from simple sensors to complex motor speed controllers. These products are sold to businesses in all major standard industrial classifications,wide variety of industries, including grain, feed, biofuels, food processing, chemicals, agricultural, mining, utility, forest products, steel, tire, glass and electronics. Any business that uses machinery with a rotating shaft is a potential customer.
We advertise in national industrial periodicals that cover a wide range of industrial products and attend several local, national and international tradeshows designated for the industry throughout the year. AWe also use our corporate website and other related industry websites are also used for advertising and marketing purposes.
Competition
Competition for our monitoring products arises from a broad range of industrial and commercial businesses. Design, quality and multiplicity of application, rather than price, are the focus of competition in selling these products. We face substantial competition for our production monitoring systems. Many of these competitors are well established and larger than us in terms of total sales volume. Among our larger competitors are Danaher Controls, Red Lion Controls, Control Concepts, 4B Elevator Components Ltd., Durant Corporation, and Contrex, Inc. We believe our competitive advantages include that our products are sold as ready-to-install units and that our products have a wide range of applications. Our major disadvantages include the fact that our major competitors are much larger, have a broader variety of sensing instruments, and have larger sales forces and established names.
Suppliers
We purchase parts and materials for our production monitoring systems from various manufacturers and distributors. In some instances, these materials are manufactured in accordance with proprietary designs. Multiple sources of these suppliesparts and materials are readilygenerally available, and we are not dependent on any single source for these supplies and materials. We have not experienced any significant problem of short supply or delays from our suppliers.
Customers
We are not dependent upon a single or a few customers for a material (10% or more) portion of our sales.
Patents, Trademarks and Licenses
The Company relies on a combination of patent, trademark, and trade secret laws to establish proprietary right in its products.
The name “Electro-Sensors” is trademark registered with the U.S. Patent and Trademark Office (USPTO”), as Reg. No. 1,142,310. We believe our trademark has been and will continue to be useful in developing and protecting market recognition for our products. We established the HazardPROTM trademark in the first quarter of 2014 and will register the trademark with the USPTO during 2014.
We hold six patents relating to our production monitoring systems. PursuantThe Company believes strongly in protecting its intellectual property and has a long history of obtaining patents, when available, in connection with its research and product development programs. The Company also relies upon trade secrets and proprietary know-how.
The Company seeks to a sales agreementprotect its trade secrets and proprietary intellectual property, including know-how, in part, through confidentiality agreements with Motrona GmbH, a West-German manufactureremployees, consultants, and other parties. We cannot ensure, however, that these agreements will not be breached, that the Company would have adequate remedies for any breach, or that the Company’s trade secrets will not otherwise become known or independently developed by competitors.
Business Development Activities
The Company continues to seek growth opportunities, both internally through the Company’s existing portfolio of controlproducts, technologies and interface devices, we hold rights to distribute in the United States the products manufactured by Motrona GmbH.
Table of Contentsmarkets, as well as externally through technology partnerships or related-product acquisitions.
Governmental Approvals
We are not required to obtain governmental approval of our products.
Effect of Governmental Regulations
We do not believe that any existing or proposed governmental regulations will have a material effect on our business.
Research and Development
We invest in research and development programs to develop new products in related markets and to integrate state of the art technology into existing products. We incurred research and development expenses attributable to our production monitoring systems of $560,000 and $443,000 during 2013 and $437,000 during 2012, and 2011, respectively. Our development projects are undertaken based upon the identified specific needs of our customer base.
Our future success is dependent in part upon our ability to develop new products in our varying segments. Difficulties or delays in our ability to develop, produce, test and market new products could have a material adverse effect on future sales growth.
Compliance with Environmental Laws
Compliance with federal, state and local environmental laws has only a nominal effect on current or anticipated capital expenditures and has had no material effect on earnings or on our competitive position.
Employees
As of March 22, 2013,19, 2014, we had 2931 employees, of which 28whom all are full-time and one is part-time.full-time. We believe that our relations with our employees are good. None of our employees are members of unions.
Our ability to maintain a competitive position and to continue to develop and market new products depends, in part, on our ability to retain key employees and qualified personnel. If we are unable to retain and/our key employees, or recruit key employees,and train others, our product development, marketing and sales could be negatively impacted.
Fluctuations in Operating Results.
We have experienced fluctuations in our operating results in the past, and may experience fluctuations in the future, which may affect the market price of our Common Stock. Sales can fluctuate as a result of a variety of factors, many of which are beyond our control. Some of these factors are: product competition and acceptance, timing of customer orders, cancellation of orders, the mix of products sold, downturns in the market and economic disruptions. Because fluctuations can happen, we caution investors that results of our operations for preceding periods may not be indicative of how we will perform in the future. There can be no assuranceWe cannot ensure that we will experience continuedrevenue or earnings growth.
Further, investments held by our subsidiary, ESI Investment Company, are subject to significant positive and negative changes in value. In particular, our significant investment in Rudolph Technologies, Inc. has experienced substantial value fluctuations, both negative and positive, which are expected to continue. Our current intention is to continue to gradually liquidate our investment securities to finance our working capital needs as required.
Expending Funds for Changes in Industry Standards, Customer Preferences or Technology.
Our business depends upon periodically introducing new and enhanced products and solutions for customer needs. TheOur product development of products requires us to commit financial resources, personnel and time, usually in advance of significant market demand for suchthese products. In order to compete, we must anticipate both future demand and the technology available to meet that demand. There can be no assuranceWe cannot ensure that our research and development efforts will lead to new products or product innovations that can be made available to or will be accepted by the market.
Cautionary Statements
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by us or on our behalf. We have made, and may continue to make, forward-looking statements with respect to our business and financial matters, including statements contained in this document, other filings with the Securities and Exchange Commission, and reports toshareholders. Forward-looking statements generally include discussion of current expectations or forecasts of future events and can be identified by the use of terminology such as “believe,” “estimate,” “expect,” “intend,” “may,” “could,” “will,” and similar words or expressions. Any statement that does not relate solely to historical fact should be considered forward-looking.
Our forward-looking statements generally relate to our growth strategy, future financial results, product development and sales efforts. Forward-looking statementsare made throughout this Annual Report, but primarily in this Item 1 and Item 7 -Management’s Discussion and Analysis of Financial Condition and Results of Operations, and include statements relating to management’s intentions that we not become an investment company, our expectations and intentions with respect to growth, statements relating to management’s beliefs with respect to our marketing and product development, our expectations and beliefs with respect to the value of our intellectual property, our beliefs with respect to our competitive position in the marketplace, our beliefs with respect to the effect of governmental regulations on our business, our beliefs with respect to our employee relations, our intention with respect to gradually liquidating our investment securities to finance working capital needs, our expectations and beliefs with respect to the future performance of our investment securities, the adequacy of our facilities, expansion of the number of our manufacturer’s representatives and exclusive distributors, our intention to develop new products, the possibility of acquiring compatible businesses as part of our growth strategy, and our expectations with respect to our cash requirements and use of cash.
Forward-looking statementscannot be guaranteed and actual results may vary materially due to the uncertainties and risks, known and unknown, associated with such statements,, including our ability to successfully develop new products and manage our cash requirements. We undertake no obligations to update any forward-looking statements. We wish to caution investors that the following important factors, among others, in some cases have affected and in the future could affect our actual results of operations and cause such results to differ materially from those anticipated in forward-looking statements made in this document and elsewhere by us or on our behalf. It is not possible to foresee or identify all factors that could cause actual results to differ from expected or historical results. As such, investors should not consider any list of such factors to be an exhaustive statement of all risks, uncertainties or potentially inaccurate assumptions. These factors include:
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| • | our ability to successfully develop new products; |
• | our ability to successfully integrate the wireless hazard technology and product line we purchased in February 2014; | |
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| • | our ability to quickly and successfully adapt to changing industry technological standards; |
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| • | our ability to comply with existing and changing industry regulations; |
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| • | our ability to manage cash requirements; |
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| • | our ability to attract and retain new manufacturer’s representatives and |
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| • | our ability to attract and retain key personnel, including senior management; |
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| • | our ability to adapt to changing economic conditions and manage downturns in the economy in general; and |
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| • | our ability to keep pace with competitors, some of whom are much larger and have substantially greater resources than us. |
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Risk Factors. |
Not applicable.required for smaller reporting companies.
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Properties. |
We own and occupy a 25,400 square foot facility at 6111 Blue Circle Drive, Minnetonka, Minnesota 55343-9108. All operations are conducted within this facility. The facility is in excellent condition and we continue to maintain and update the facility as necessary. The facility is anticipated to be adequate for our needs in 2013.2014.
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Legal Proceedings. |
We are not the subject of any legal proceedings as of the date of this filing. We are not aware of any threatened litigation.
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Mine Safety Disclosures. |
Not applicable.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
Our Common Stock trades on the Nasdaq Capital Market of The Nasdaq Stock Market® under the symbol “ELSE”. The following table sets forth the quarterly high and low reported last sales prices for our Common Stock for each period indicated as reported on the Nasdaq system.
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| Period |
| High |
| Low |
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2013 |
| First Quarter |
| $ | 4.62 |
| $ | 3.67 |
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| Second Quarter |
| $ | 4.66 |
| $ | 4.04 |
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| Third Quarter |
| $ | 4.83 |
| $ | 4.00 |
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| Period |
| High |
| Low |
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| Fourth Quarter |
| $ | 4.59 |
| $ | 3.85 |
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2012 |
| First Quarter |
| $ | 4.37 |
| $ | 3.59 |
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| First Quarter |
| $ | 4.37 |
| $ | 3.59 |
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| Second Quarter |
| $ | 4.40 |
| $ | 3.99 |
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| Second Quarter |
| $ | 4.40 |
| $ | 3.99 |
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| Third Quarter |
| $ | 4.20 |
| $ | 3.29 |
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| Third Quarter |
| $ | 4.20 |
| $ | 3.29 |
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| Fourth Quarter |
| $ | 4.11 |
| $ | 3.61 |
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| Fourth Quarter |
| $ | 4.11 |
| $ | 3.61 |
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2011 |
| First Quarter |
| $ | 5.14 |
| $ | 4.12 |
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| Second Quarter |
| $ | 4.76 |
| $ | 4.14 |
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| Third Quarter |
| $ | 4.63 |
| $ | 3.30 |
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| Fourth Quarter |
| $ | 4.38 |
| $ | 3.31 |
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Based on data provided by our transfer agent, management believeswas informed that as of March 21, 2013,19, 2014, the number of share owner accounts of record was approximately 92.87. The Company is aware that there are additional shareholders in which the shares are held in the street name.
WeThe Company paid annual cash dividends onfor a number of years, paying $272,000 in 2013 and $543,000 in 2012. In July 2013, the Company’s Board announced that it had temporarily suspended the Company’s dividend. In February 2014, the Board formally suspended the dividend to give the Company flexibility to pursue opportunities for future growth. The Board will continue to assess its capital resources and its working capital and liquidity needs, as well as strategic opportunities. The Company will consider various options for increasing shareholder value. These options may include acquisitions, partnerships, purchasing our Common Stockown shares in the open market and in privately negotiated transactions, and resuming the payment of $0.16 per share in 2012 and 2011.cash dividends.
From time to time, we may be required to repurchase some of our equity securities as a result of obligations described in Note 9 to our 20122013 consolidated financial statements. We did not repurchase any equity securities during the years ended December 31, 20122013 and 2011.2012.
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Selected Financial Data. |
Not applicable.required for smaller reporting companies.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
The following discussion should be read in conjunction with our consolidated financial statements and related notes. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated due to various factors discussed under “Forward-Looking Statements” and elsewhere in this Annual Report on Form 10-K.
RESULTS OF OPERATIONS
The following table contains selected financial information, for the periods indicated, from our consolidated statements of comprehensive income expressed as a percentages of net sales.
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| Year Ended December 31, |
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| 2013 |
| 2012 |
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Net Sales |
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| 100.0 | % |
| 100.0 | % |
Cost of Goods Sold |
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| 42.8 |
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| 44.0 |
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Gross Profit |
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| 57.2 |
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| 56.0 |
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Operating Expenses |
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Selling and marketing |
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| 22.0 |
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| 20.7 |
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General and administrative |
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| 20.7 |
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| 15.7 |
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Research and development |
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| 8.6 |
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| 6.8 |
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Total Operating Expenses |
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| 51.3 |
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| 43.2 |
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Operating Income |
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| 5.9 |
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| 12.8 |
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Non-operating Income |
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Gain on sale of available-for-sale securities |
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| 8.1 |
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| 12.2 |
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Interest income |
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| .1 |
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| .1 |
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Other income |
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| .2 |
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| .2 |
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Total Non-operating Income |
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| 8.4 |
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| 12.5 |
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Income before Income Taxes |
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| 14.3 |
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| 25.3 |
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Income Taxes |
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| 3.5 |
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| 8.6 |
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Net Income |
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| 10.8 | % |
| 16.7 | % |
The following paragraphs discuss the Company’s performance for years ended December 31, 2013 and 2012.
Comparison of Fiscal Year2013 vs. 2012 vs. Fiscal Year 2011
Net RevenuesSales
Net revenuessales increased $43,000 or 0.7%, to $6,541,000 in 2013 from $6,498,000 in 2012. Net sales increased steadily throughout the year reaching $3,104,000 for 2012 increased $383,000the six-month period ending June 30, 2013 and increasing by 10.7% to $6,498,000, or 6.3%, when compared to net revenues for 2011.The$3,438,000 in the second half of the year ending December 31, 2013. This increase was spread acrossprimarily driven by a broad range25.7% increase in system-level orders, which contain multiple pieces of our sensorsmonitoring equipment. We believe these larger projects were generally related to broader facility improvements, modernization programs, and control productscapacity upgrades as companies responded to more favorable economic conditions and improved harvest yields. In addition, we experienced strong activity in the industrial marketsand agricultural industries in the Canadian market resulting in a 32.7% year-over-year sales increase in that we serve and was driven largely by increased customer demand in connection with capacity expansion and plant retro-fit projects.market.
Cost of Sales
Our cost of sales increased $245,000goods sold decreased $60,000 or 2.1%, to $2,798,000 from $2,613,000$2,858,000 in 2012, primarily due to $2,858,000, or 9.4%, when comparing fiscal year 2012 to fiscal year 2011. Thisa change in the mix of products, with a relative increase was primarily a resultin the sale of increased sales and increased costs of materials and labor.higher margin products. We continue our efforts to maintain or reduce our production costs by manufacturing products in the most cost effective manner.
Gross MarginsProfit
Gross marginprofit for 20122013 was 56.0%57.2% compared to 57.3% for the prior year.56.0% in 2012. The slight decreaseincrease in the gross margin was primarily due to the increased cost of materialsboth a price increase that we put into effect in January 2013, and labor.our focus on driving down manufacturing costs.
Operating Expenses
Total operating expenses increased by $47,000,$545,000, or 1.7%19.4%, when comparing 2012 to 2011.
Selling and marketing costs decreased by $25,000, or 1.8%, when comparing 2012$3,354,000 in 2013 compared to 2011. The decrease$2,809,000 in 2012. This increase was due to a decrease in advertising and marketing expenses resulting from a change in the mix of direct advertising and tradeshows, offset by increases in wages and benefit expense (due to changes in the compensation package and higher commissions due to increased sales), travel (due to attendance at additional tradeshows and increased customer visits), trade shows (due to additional local and regional shows) and outside sales representatives’ commissions related to the increase in sales.following:
General and administrative costs increased by $66,000, or 6.9%, in 2012 compared to 2011. The increase was primarily due to an increase in expanded XBRL reporting requirements and depreciation expense due to upgrades in our enterprise software and related hardware. These increases were offset by decreases in expenses relating to repairs and maintenance of our building.
Research and development costs increased $6,000, or 1.4%, in 2012 when compared with 2011. The increase in research and development costs was due to an increase in lab testing fees for product testing and approval for hazardous locations and legal expenses related to patent applications, offset by decreases in the cost of lab materials and contract engineering expenses (due to the development and installation of the Electro-Sentry 1 system in 2011).
• | Selling and marketing costs increased by $98,000, or 7.3%, to $1,442,000 in 2013 compared to $1,344,000 in 2012. The increase was due to increased wages and benefit expense related to additional sales personnel and increased travel costs related to a higher number of customer visits, partially offset by decreases in marketing expenses and bonuses. | |
• | General and administrative costs increased by $330,000, or 32.3%, to $1,352,000 in 2013 compared to $1,022,000 in 2012. The increase was due primarily to noncash compensation expense on stock option grants for non-employee directors and our chief executive officer; depreciation and amortization expense related to the upgrade of our enterprise software system and related hardware; legal and professional fees related to our February 2014 acquisition of Harvest Engineering; compensation resulting from the July 2013 management transition; and a new director and officer liability insurance policy. These increases were partially offset by a decrease in bad debt expense due to 2012 write offs that did not occur in 2013. Stock-based compensation for 2013 was approximately $162,000 compared to approximately $6,000 in 2012. | |
• | Research and development costs increased $117,000, or 26.4%, to $560,000 in 2013 compared to $443,000 in 2012. The 2013 increase resulted from higher wages and benefits due to changes in management responsibilities and lab testing fees for the certification of new products for use in hazardous locations. |
Operating Income
Operating income increaseddecreased by $91,000$442,000 or 53.2%, to $389,000 in 2013 from $831,000 in 2012, from $740,000 to $831,000, an increase of 12.3% compared to 2011. The increase in operating income was mainly due primarily to the increase in net sales.operating expense increases discussed above.
Non-Operating Income
ESI Investment Company continues to provide us with an alternative source of earnings through investments in available-for-sale securities and other investments; however, our intent isinvestments. We intend to remain an operations-based company. Our investments in available-for-sale securities are subject to significant positive and negative changes in value. In addition to incomegains from the sale of investments, we also realize interest income from our short-term holdings.
Non-operating income for fiscal yeardecreased by $262,000 to $549,000 in 2013 from $811,000 in 2012, increased by $742,000 to $811,000. The increase was driven primarily by an increase in the gainas a result of fewer gains on the sale of investments. In December 2012, theThe Company started liquidating its investment in Rudolph Technology, which resulted inrecognized a gain on sale of $794,000. In December 2011,investments of $530,000 and $794,000 in 2013 and 2012, respectively, primarily from sales of shares of Rudolph Technologies, Inc.. The Company is in the Company’s investment in PPT Vision was liquidated, which resulted in a gainprocess of $72,000. The 2011 gain from investments was offset by a loss of $18,000 on disposal of property and equipment related to building maintenance. There was no such loss on disposal of property in 2012.slowly liquidating that investment.
Available-for-sale securities are stated at fair value, and unrealized holding gains and losses, net of the related deferred tax effect, are reported as a separate component of stockholders’ equity. Dividends on marketable equity securities are recognized in income when declared.on the ex-dividend date.
Realized gains and losses, including losses from declines in value of specific securities determined by management to be other-than-temporary, are included in the statement of comprehensive income. Realized gains and losses are determined on the basis of the specific securities sold.
Interest income decreased $2,000, or 33.3%, when comparing fiscal year 2012 to the same period in 2011.
For the years ended December 31, 2012 and 2011, the Company recorded as other income earn-out payments related to the sale of the AutoData Systems Division to Auto Data Inc. of $13,000 and $3,000, respectively.
Loss From Discontinued Operations
On September 16, 2011, the Company sold its entire interest in its AutoData Systems Division to Auto Data Inc. (ADI). The purchase price will be paid as an earn-out based on three percent of the software, hardware, and maintenance contracts that ADI sells over the next five years (four percent while ADI continues to occupy our building). The transaction was intended to allow us to focus on our core markets.
For the year ended December 31, 2011 the AutoData Systems Division had an operating loss, net of income taxes, of $50,000.
Net Income After Tax
We reported 2013 net income after tax for 2012 of $1,086,000,$706,000 as compared to net income of $548,000$1,086,000 in 2011, an increase2012, a decrease of $538,000,$380,000, or 98.2%35.0%. Basic and diluted earnings per share from continuing operations were $0.32 and $0.31, respectively$0.20 in 2012,2013, compared to basic and diluted earnings per share from continuing operations of $0.17$0.32 and $0.31, respectively, in 2011.2012.
OFF-BALANCE SHEET ARRANGEMENTS
We are not a party to any off-balance sheet transactions, arrangements or obligations that have, or are reasonably likely to have, a material effect on our financial condition, changes in the financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents were $1,102,000$1,505,000 and $5,476,000$1,102,000 at December 31, 20122013 and 2011,2012, respectively. The decreaseincrease was mainly due to net cash from investing activities, as described below. Working capital was $11,068,000 at 2013 year end compared to $11,400,000 at 2012 year end.
Cash generated from 2013 operating activities was $127,000, compared to $732,000 generated in 2012, a decrease of $732,000 for the year ended December 31, 2012$605,000. The decrease was primarily a result of a decrease in our net income adjusted for the gain on the sale of investments and changes in accounts receivable, inventories, and income tax activity. Cash from operating activities increased $423,000 for the year ended December 31, 2012 when compared to the year ended December 31, 2011 due tononcash stock compensation expense, an increase in nettrade receivable, and a decrease in income of $538,000.tax accruals, partially offset by the change in inventories. The net change in trade receivables was primarily due to an increase of $142,000 in the balance at December 31, 2013 compared to the prior year and a decrease of $57,000 in the balance at December 31, 2012 compared to the prior year and an increase of $118,000 in the balance at December 31, 2011 when compared to the prior year. This was due to a decrease in outstanding accounts receivable balances as of December 31, 2012, partially due to the 2011 balance including a $71,000 receivable for the sale of PPT Vision stock. The net change in inventories was due to an increase of $102,000 in the balance at December 31, 2012 compared to the prior year and an increase of $188,000 in the balance at December 31, 2011 when compared to the prior year. The increase as of December 31, 2012 was smaller than the increase as of December 31, 2011is due to increased sales in the typefourth quarter of new products introduced in 2012 compared to 2011.2013. The net change in income taxes was due to an increase in the payablereceivable balance of $330,000$314,000 at December 31, 20122013 compared to the prior year and an increase in the receivablepayable balance of $37,000$330,000 at December 31, 20112012 when compared to the prior year. The increase in the net payablereceivable was due to taxes duethe timing of tax payments to meet IRS safe harbor rules. In 2013, the Company made estimated tax payments based on gainincome. The Company made tax payments in 2012 based on sale of investments. These increasesthe 2011 tax liability and paid the 2012 balance in March 2013. Those changes were partially offset by the change$270,000 inventory decrease in the gain on salebalance at December 31, 2013 compared to the prior year and an increase of investments. The gain on sale of investment was $794,000 for$102,000 in the year endedbalance at December 31, 2012 and $73,000 forwhen compared to the year endedprior year. The decrease as of December 31, 2011, a change2013 was due to increased sales in the adjustment to net incomefourth quarter of $721,000.2013.
Cash used ingenerated from 2013 investing activities was $4,571,000 for the year ended December 31, 2012,$539,000, compared to $4,571,000 of cash fromused in 2012 investing activitiesactivities. We received $536,000 on the sale of $5,106,000 forinvestments during 2013 compared to $874,000 during 2012. During 2012, the year ended December 31, 2011. TheCompany implemented a significant increase in cash used in investing activities was due to an increase in net purchasesthe purchase of Treasury Bills with maturity dates of more than three months, with only a purchasemonths. During 2013, the Company’s proceeds from and purchases of $5,249,000 during 2012, compared toTreasury Bills were roughly equivalent and the Company generated 2013 net proceeds of $5,200,000 during 2011. During 2011, we had $9,500,000 in Treasury Bills mature and purchased $4,300,000 in Treasury Bills.$26,000. We purchased $169,000$23,000 and $82,000$196,000 of property and equipment in the years ended December 31, 2013 and 2012, and 2011, respectively. We received $874,000 on the sale of investments during 2012 compared to $2,000 during 2011.
Cash used in financing activities was $263,000 and $535,000 for 2013 and $522,000 for the years ended December 31, 2012, and 2011, respectively. During the years ended December 31,2013 and 2012, and 2011, we paid aggregate dividends of $272,000 and $543,000, each year.respectively. During the years ended December 31,2013 and 2012, and 2011, we had $8,000$9,000 and $10,000,$8,000, respectively, in stock purchases under our 1996 Employee Stock Purchase Plan. Also, in the year ended December 31, 2011, $11,000 in stock options were exercised.
We intend that our ongoing cash requirements will be primarily used for capital expenditures, researching potential acquisitions, acquisitions, research and development, and working capital. Management believes that cash on hand and any cash provided by operations will be sufficient to meet our cash requirements through at least the next 12 months.
Our primary investment is 273,267231,336 and 343,267273,267 shares of Rudolph Technologies, Inc. (“Rudolph”), as of December 31, 20122013 and 2011,2012, respectively, listed on the Nasdaq stock market. TheWe account for the Rudolph investment is accounted for using the available-for-sale method. The fair value of the Rudolph investment totaled $3,673,000$2,716,000 and $3,134,000$3,673,000 as of December 31, 20122013 and 2011,2012, respectively. Our Rudolph shares are subject to fluctuations in price and could have a negative effect on our liquidity. Liquid securities are periodically sold as deemed appropriate by management. The market value of the Rudolph stock as of March 20, 201318, 2014 was $2,947,000.approximately $2,169,000.
CRITICAL ACCOUNTING ESTIMATES
The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make decisions based upon estimates, assumptions, and factors it considers relevant to the circumstances. Such decisions include the selection of applicable accounting principles and the use of judgment in their application, the results of which impact reported amounts and disclosures. Changes in economic conditions or other business circumstances may affect the outcomes of management’s estimates and assumptions.
Significant estimates, including the underlying assumptions, consist of the economic lives of property and equipment, realizability of accounts receivable, and valuation of deferred tax assets/liabilities, inventory, investments, and investments.stock compensation expense. It is at least reasonably possible that these estimates may change in the near term.
Additional information regarding our significant accounting policies is provided below in Part II, Item 8,Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements, Note 1, Nature of Business and Significant Accounting Policies.
|
|
Quantitative and Qualitative Disclosures About Market Risk. |
Not applicable.
|
|
Financial Statements and Supplementary Data. |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
| |
Financial Statements |
|
|
|
| |
Consolidated Statements of |
|
|
Consolidated Statements of Changes in |
|
|
|
| |
|
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Electro-Sensors, Inc. and Subsidiaries
Minnetonka, Minnesota
We have audited the accompanying consolidated balance sheets of Electro-Sensors, Inc. and Subsidiaries (the Company) as of December 31, 2012,2013, and 2011,2012, and the related consolidated statements of operations and comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2012.2013. Electro-Sensors, Inc. and Subsidiaries’ management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Electro-Sensors, Inc. and Subsidiaries as of December 31, 20122013 and 2011,2012, and the results of their operations and their cash flows for each of the years in the two-year period ended December 31, 20122013 in conformity with accounting principles generally accepted in the United States of America.
|
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|
| |||
/s/ | Boulay | |||||
PLLP | ||||||
|
|
| ||||
Minneapolis, Minnesota |
|
| ||||
March |
|
| ||||
ELECTRO-SENSORS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands except share and per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 31 |
|
| December 31 |
| ||||||||
|
| 2012 |
| 2011 |
|
| 2013 |
| 2012 |
| ||||
ASSETS |
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Current assets |
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Cash and cash equivalents |
| $ | 1,102 |
| $ | 5,476 |
|
| $ | 1,505 |
| $ | 1,102 |
|
Treasury bills |
| 5,248 |
| 0 |
|
| 5,227 |
| 5,248 |
| ||||
Available-for-sale securities |
| 3,677 |
| 3,181 |
|
| 2,718 |
| 3,677 |
| ||||
Trade receivables, less allowance for doubtful accounts of $10 and $9, |
| 602 |
| 731 |
| |||||||||
Trade receivables, less allowance for doubtful accounts of $8 and $10, respectively |
| 746 |
| 602 |
| |||||||||
Inventories |
| 1,330 |
| 1,228 |
|
| 1,060 |
| 1,330 |
| ||||
Income tax receivable |
| 0 |
| 17 |
|
| 1 |
| 0 |
| ||||
Other current assets |
|
| 75 |
|
| 116 |
|
|
| 135 |
|
| 75 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total current assets |
|
| 12,034 |
|
| 10,749 |
|
|
| 11,392 |
|
| 12,034 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Property and equipment, net |
|
| 1,304 |
|
| 1,179 |
|
|
| 1,217 |
|
| 1,304 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total assets |
| $ | 13,338 |
| $ | 11,928 |
|
| $ | 12,609 |
| $ | 13,338 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Current liabilities |
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Accounts payable |
| $ | 94 |
| $ | 110 |
|
| $ | 59 |
| $ | 94 |
|
Accrued expenses |
| 227 |
| 214 |
|
| 265 |
| 227 |
| ||||
Income tax payable |
|
| 313 |
|
| 0 |
|
|
| 0 |
|
| 313 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total current liabilities |
|
| 634 |
|
| 324 |
|
|
| 324 |
|
| 634 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Deferred income tax liability |
| 1,455 |
| 1,225 |
|
| 1,022 |
| 1,455 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Stockholders’ equity |
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Common stock par value $0.10 per share; authorized 10,000,000 shares; |
| 339 |
| 339 |
| |||||||||
Common stock par value $0.10 per share; authorized 10,000,000 shares; |
| 339 |
| 339 |
| |||||||||
Additional paid-in capital |
| 1,575 |
| 1,561 |
|
| 1,746 |
| 1,575 |
| ||||
Retained earnings |
| 7,113 |
| 6,570 |
|
| 7,547 |
| 7,113 |
| ||||
Accumulated other comprehensive income (unrealized gain on available-for-sale |
|
| 2,222 |
|
| 1,909 |
|
|
| 1,631 |
|
| 2,222 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total stockholders’ equity |
|
| 11,249 |
|
| 10,379 |
|
|
| 11,263 |
|
| 11,249 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total liabilities and stockholders’ equity |
| $ | 13,338 |
| $ | 11,928 |
|
| $ | 12,609 |
| $ | 13,338 |
|
See Notes to Consolidated Financial Statements
ELECTRO-SENSORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(in thousands except share and per share amounts)
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
| Years ended December 31, |
| ||||
|
| Years ended December 31, |
|
| 2013 |
| 2012 |
| ||||||
|
| 2012 |
| 2011 |
| |||||||||
Net Sales |
| $ | 6,498 |
| $ | 6,115 |
|
| $ | 6,541 |
| $ | 6,498 |
|
Cost of Goods Sold |
|
| 2,858 |
|
| 2,613 |
|
|
| 2,798 |
|
| 2,858 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Gross Profit |
|
| 3,640 |
|
| 3,502 |
|
|
| 3,743 |
|
| 3,640 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Operating Expenses |
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Selling and marketing |
| 1,344 |
| 1,369 |
|
| 1,442 |
| 1,344 |
| ||||
General and administrative |
| 1,022 |
| 956 |
|
| 1,352 |
| 1,022 |
| ||||
Research and development |
|
| 443 |
|
| 437 |
|
|
| 560 |
|
| 443 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total Operating Expenses |
|
| 2,809 |
|
| 2,762 |
|
|
| 3,354 |
|
| 2,809 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Operating Income |
|
| 831 |
|
| 740 |
|
|
| 389 |
|
| 831 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Non-operating Income (Expense): |
|
|
|
|
| |||||||||
Non-operating Income |
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
| ||||
Gain on sale of investment securities |
| 794 |
| 73 |
| |||||||||
Gain on sale of available-for-sale securities |
| 530 |
| 794 |
| |||||||||
Interest income |
| 4 |
| 6 |
|
| 5 |
| 4 |
| ||||
Loss on disposal of fixed assets |
| 0 |
| (18 | ) | |||||||||
Other income |
|
| 13 |
|
| 8 |
|
|
| 14 |
|
| 13 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total Non-operating Income |
|
| 811 |
|
| 69 |
|
|
| 549 |
|
| 811 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Income from Continuing Operations before Income Taxes |
| 1,642 |
| 809 |
| |||||||||
Income before Income Taxes |
| 938 |
| 1,642 |
| |||||||||
|
|
|
|
|
|
|
|
|
|
| ||||
Income Taxes |
|
| 556 |
|
| 211 |
|
|
| 232 |
|
| 556 |
|
Income before Discontinued Operations |
| 1,086 |
| 598 |
| |||||||||
Loss from Discontinued Operations, Net of Income Taxes |
|
| 0 |
|
| (50 | ) | |||||||
|
|
|
|
|
|
|
|
|
|
| ||||
Net Income |
|
| 1,086 |
|
| 548 |
|
|
| 706 |
|
| 1,086 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Other Comprehensive Income: |
|
|
|
|
|
|
|
|
|
| ||||
Change in Unrealized Value of Investments, Net of Tax |
|
| 313 |
|
| 218 |
| |||||||
Change in unrealized value of available-for-sale securities, net of income tax |
| (262 | ) |
| 805 |
| ||||||||
Reclassification of gains included in net income, net of income tax |
|
| (329 | ) |
| (492 | ) | |||||||
|
|
|
|
|
| |||||||||
Net increase (decrease) in other comprehensive income |
|
| (591 | ) |
| 313 |
| |||||||
|
|
|
|
|
| |||||||||
Total Comprehensive Income |
| $ | 1,399 |
| $ | 766 |
|
| $ | 115 |
| $ | 1,399 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net Income (Loss) per share data |
|
|
|
|
| |||||||||
Net Income per share data |
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
| ||||
Basic |
|
|
|
|
|
|
|
|
|
| ||||
Net income per share continuing operations |
| $ | 0.32 |
| $ | 0.17 |
| |||||||
Net loss per share discontinued operations |
| 0.00 |
| (0.01 | ) | |||||||||
Net income per share |
| 0.32 |
| 0.16 |
|
| $ | 0.20 |
| $ | 0.32 |
| ||
Weighted average shares |
| 3,391,332 |
| 3,387,192 |
|
|
| 3,394,208 |
|
| 3,391,332 |
| ||
|
|
|
|
|
|
|
|
|
|
| ||||
Diluted |
|
|
|
|
|
|
|
|
|
| ||||
Net income per share continuing operations |
| $ | 0.31 |
| $ | 0.17 |
| |||||||
Net loss per share discontinued operations |
| 0.00 |
| (0.01 | ) | |||||||||
Net income per share |
| 0.31 |
| 0.16 |
|
| $ | 0.20 |
| $ | 0.31 |
| ||
Weighted average shares |
| 3,412,288 |
| 3,405,738 |
|
|
| 3,496,873 |
|
| 3,412,288 |
| ||
|
|
|
|
|
|
|
|
|
|
| ||||
Dividends paid per common share | $ | 0.16 |
| $ | 0.16 |
|
| $ | 0.08 |
| $ | 0.16 |
| |
See Notes to Consolidated Financial Statements
ELECTRO-SENSORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(in thousands except share and per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common Stock Issued |
| Additional |
|
|
| Accumulated |
| Total |
|
| Common Stock Issued |
| Additional |
|
|
| Accumulated |
| Total |
| ||||||||||||||||
|
| Shares |
| Amount |
| paid-in |
| Retained |
| comprehensive |
| Stockholders’ |
|
| Shares |
| Amount |
| paid-in |
| Retained |
| comprehensive |
| Stockholders’ |
| ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Balance, January 1, 2011 |
| 3,381,999 |
| $ | 338 |
| $ | 1,541 |
| $ | 6,565 |
| $ | 1,691 |
| $ | 10,135 |
| ||||||||||||||||||||
Balance, January 1, 2012 |
| 3,389,577 |
| $ | 339 |
| $ | 1,561 |
| $ | 6,570 |
| $ | 1,909 |
| $ | 10,379 |
| ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Exercise of stock options |
| 4,500 |
| 1 |
| 10 |
|
|
|
|
| 11 |
| |||||||||||||||||||||||||
Unrealized gains on investments, net of taxes |
|
|
|
|
|
|
|
|
| 218 |
| 218 |
| |||||||||||||||||||||||||
Unrealized gains on available-for-sale securities, net of taxes |
|
|
|
|
|
|
|
|
| 313 |
| 313 |
| |||||||||||||||||||||||||
Stock issued through the employee stock purchase plan |
| 3,078 |
| 0 |
| 10 |
|
|
|
|
| 10 |
|
| 2,335 |
| 0 |
| 8 |
|
|
|
|
| 8 |
| ||||||||||||
Stock compensation expense |
|
|
|
|
| 6 |
|
|
|
|
| 6 |
| |||||||||||||||||||||||||
Dividend on common stock |
|
|
|
|
|
|
| (543 | ) |
|
|
| (543 | ) |
|
|
|
|
|
|
| (543 | ) |
|
|
| (543 | ) | ||||||||||
Net income |
|
|
|
|
|
|
|
|
|
|
| 548 |
|
|
|
|
| 548 |
|
|
|
|
|
|
|
|
|
|
| 1,086 |
|
|
|
|
| 1,086 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Balance, December 31, 2011 |
| 3,389,577 |
| 339 |
| 1,561 |
| 6,570 |
| 1,909 |
| 10,379 |
| |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Unrealized gains on investments, net of taxes |
|
|
|
|
|
|
|
|
| 313 |
| 313 |
| |||||||||||||||||||||||||
Balance, December 31, 2012 |
| 3,391,912 |
| 339 |
| 1,575 |
| 7,113 |
| 2,222 |
| 11,249 |
| |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Unrealized loss on available-for-sale securities, net of taxes |
|
|
|
|
|
|
|
|
| (591 | ) |
| (591 | ) | ||||||||||||||||||||||||
Stock issued through the employee stock purchase plan |
| 2,335 |
| 0 |
| 8 |
|
|
|
|
| 8 |
|
| 2,795 |
| 0 |
| 9 |
|
|
|
|
| 9 |
| ||||||||||||
Stock option expense |
|
|
|
|
| 6 |
|
|
|
|
| 6 |
| |||||||||||||||||||||||||
Stock compensation expense |
|
|
|
|
| 162 |
|
|
|
|
| 162 |
| |||||||||||||||||||||||||
Dividend on common stock |
|
|
|
|
|
|
| (543 | ) |
|
|
| (543 | ) |
|
|
|
|
|
|
| (272 | ) |
|
|
| (272 | ) | ||||||||||
Net income |
|
|
|
|
|
|
|
|
|
|
| 1,086 |
|
|
|
|
| 1,086 |
|
|
|
|
|
|
|
|
|
|
| 706 |
|
|
|
|
| 706 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Balance, December 31, 2012 |
|
| 3,391,912 | $ | 339 | $ | 1,575 | $ | 7,113 | $ | 2,222 | $ | 11,249 | |||||||||||||||||||||||||
Balance, December 31, 2013 |
|
| 3,394,707 |
| $ | 339 |
| $ | 1,746 |
| $ | 7,547 |
| $ | 1,631 |
| $ | 11,263 |
| |||||||||||||||||||
See Notes to Consolidated Financial Statements
ELECTRO-SENSORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Years ended |
|
| Years ended |
| ||||||||
|
| 2012 |
| 2011 |
|
| 2013 |
| 2012 |
| ||||
Cash flows from (used in) operating activities |
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Net Income |
| $ | 1,086 |
| $ | 548 |
|
| $ | 706 |
| $ | 1,086 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Adjustments to reconcile net income to net cash from operating activities: |
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Depreciation |
| 71 |
| 57 |
|
| 110 |
| 71 |
| ||||
Realized gain on sale of investment securities |
| (794 | ) |
| (73 | ) | ||||||||
Realized gain on sale of available-for-sale securities |
| (530 | ) |
| (794 | ) | ||||||||
Interest accrued on investments |
| 1 |
| (3 | ) |
| (5 | ) |
| 1 |
| |||
Loss on disposal of fixed assets |
| 0 |
| 18 |
| |||||||||
Change in allowance for doubtful accounts |
| 1 |
| 0 |
| |||||||||
Allowance for doubtful accounts |
| (2 | ) |
| 1 |
| ||||||||
Deferred income taxes |
| 38 |
| 14 |
|
| (71 | ) |
| 38 |
| |||
Stock option expense |
| 6 |
| 0 |
| |||||||||
Stock compensation expense |
| 162 |
| 6 |
| |||||||||
Changes in: |
|
|
|
|
|
|
|
|
|
| ||||
Trade receivables |
| 57 |
| (118 | ) |
| (142 | ) |
| 57 |
| |||
Inventories |
| (102 | ) |
| (188 | ) |
| 270 |
| (102 | ) | |||
Other current assets |
| 41 |
| (35 | ) |
| (60 | ) |
| 41 |
| |||
Accounts payable |
| (16 | ) |
| 35 |
|
| (35 | ) |
| (16 | ) | ||
Accrued expenses |
| 13 |
| 29 |
|
| 38 |
| 13 |
| ||||
Deferred revenue |
| 0 |
| (12 | ) | |||||||||
Accrued income taxes |
|
| 330 |
|
| 37 |
|
|
| (314 | ) |
| 330 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net cash from operating activities |
|
| 732 |
|
| 309 |
|
|
| 127 |
|
| 732 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cash flows from (used in) investing activities: |
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Proceeds from sale of available-for-sale securities |
| 874 |
| 2 |
|
| 536 |
| 874 |
| ||||
Purchase of treasury bills |
| (5,249 | ) |
| (4,300 | ) |
| (6,425 | ) |
| (5,249 | ) | ||
Proceeds from the maturity of treasury bills |
| 0 |
| 9,500 |
|
| 6,451 |
| 0 |
| ||||
Amount paid on the sale of the AutoData Systems Division |
| 0 |
| (14 | ) | |||||||||
Purchase of property and equipment |
|
| (196 | ) |
| (82 | ) |
|
| (23 | ) |
| (196 | ) |
|
|
|
|
|
|
|
|
|
|
| ||||
Net cash from (used in) investing activities |
|
| (4,571 | ) |
| 5,106 |
|
|
| 539 |
|
| (4,571 | ) |
|
|
|
|
|
|
|
|
|
|
| ||||
Cash flows from (used in) financing activities: |
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Proceeds from issuance of stock |
| 8 |
| 21 |
| |||||||||
Proceeds from issuance of common stock |
| 9 |
| 8 |
| |||||||||
Dividends paid |
|
| (543 | ) |
| (543 | ) |
|
| (272 | ) |
| (543 | ) |
|
|
|
|
|
|
|
|
|
|
| ||||
Net cash used in financing activities |
|
| (535 | ) |
| (522 | ) |
|
| (263 | ) |
| (535 | ) |
|
|
|
|
|
|
|
|
|
|
| ||||
Net increase (decrease) in cash and cash equivalents |
| (4,374 | ) |
| 4,893 |
|
| 403 |
| (4,374 | ) | |||
|
|
|
|
|
|
|
|
|
|
| ||||
Cash and cash equivalents, beginning |
|
| 5,476 |
|
| 583 |
|
|
| 1,102 |
|
| 5,476 |
|
Cash and cash equivalents, ending |
| $ | 1,102 |
| $ | 5,476 |
|
| $ | 1,505 |
| $ | 1,102 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Supplemental schedule of non-cash investing and financing activities |
|
|
|
|
| |||||||||
Net change in unrealized gain on investments, net of tax |
| $ | 313 |
| $ | 218 |
| |||||||
|
|
|
|
|
| |||||||||
Supplemental cash flow information |
|
|
|
|
|
|
|
|
|
| ||||
Cash paid during the year for income taxes |
| $ | 207 |
| $ | 152 |
|
| $ | 617 |
| $ | 207 |
|
See Notes to Consolidated Financial Statements
ELECTRO-SENSORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 20122013 AND 20112012
(in thousands except share and per share amounts)
Note 1. Nature of Business and Significant Accounting Policies
Nature of business:
The accompanying consolidated financial statements include the accounts of Electro-Sensors, Inc. and its wholly-owned subsidiaries, ESI Investment Company and Senstar Corporation. Senstar has no operations. Intercompany accounts, transactions and earnings have been eliminated in consolidation. The consolidated entity is referred to as “the Company” or “ESI”.“ESI.”
Electro-Sensors, Inc. manufactures and markets a complete line of speed monitoring and motor control systems for industrial machinery. The Company utilizesuses leading-edge technology to continuously improve its products and make them easier to use, with the ultimate goal of manufacturing the industry-preferred product for every market served. The Company’s products are sold through an internal sales staff, manufacturer’s representatives, and distributors toin a wide variety of manufacturers, OEM’sOEMs and processors to monitor process machinery operations. The Company markets its products to a number of different industries located throughout the United States, Asia, CentralCanada, Latin America, Canada,Europe, and Europe.Asia.
In addition, through its subsidiary ESI Investment Company, the Company periodically makeshas in the past made strategic investments in other businesses and companies, primarily when the Company believes that suchthese investments will facilitate development of technology complementary to the Company’s products. Although ESI, through its subsidiary ESI Investment Company, invests in other businesses or companies, ESI does not intend to become an investment company and intends to remain primarily an operating company. The Company’s primary investment is 273,267231,336 shares of Rudolph Technologies, Inc. (“Rudolph”) which is accounted for using the available-for-sale method. See Note 2 for additional information regarding its investments. The Company’s investments in securities are subject to normal market risks.
Significant accounting policies of the Company are summarized below:
Use of estimates
The preparation of the consolidated financial statements, in accordance with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Significant estimates, including the underlying assumptions, consist of the economic lives of property and equipment, realizability of accounts receivable, valuation of deferred tax assets/liabilities, inventory, investments, and investments.stock compensation expense. It is at least reasonably possible that these estimates may change in the near term.
Cash and cash equivalents
The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. Cash equivalents are invested in commercial paper, money market accounts and may also be invested in three month Treasury Bills. Cash equivalents are carried at cost plus accrued interest which approximates fair value.
The Company maintains its cash and cash equivalents in primarily one bank deposit account, which, at times, may exceed federally insured limits. The Company has not experienced any losses on suchthese accounts. The Company believes it is not exposed to any significant credit risk on cash.
Trade receivables and credit policies
Accounts receivable are uncollateralized customer obligations due under normal trade terms requiring payment within 30 days from the invoice date. Accounts receivables are stated at the amount billed to the customer. Customer account balances with invoices over 90 days are considered delinquent. The Company does not accrue interest on delinquent accounts receivable.
Payments of accounts receivable are allocated to the specific invoices identified on the customer’s remittance advice or, if unspecified, are applied to the earliest unpaid invoices.
The carrying amount of accounts receivable is reduced by an allowance for doubtful accounts that reflects management’s best estimate of the amounts that will not be collected. Management individually reviews all accounts receivable balances that exceed 90 days from the invoice date and based on an assessment of current creditworthiness, estimates the portion, if any, of the balance that willmay not be collected. Management uses this information to estimate the allowance.
ELECTRO-SENSORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2013 AND 2012
(in thousands except share and per share amounts)
Available-for-sale securities
The Company’s investments consist of equity securities, primarily common stocks and government debt securities, commercial paper, and money market funds.securities. The estimated fair value of publicly traded equity securities is based on quotedreported market prices, and therefore subject to the inherent risk of market fluctuations.
Management determines the appropriate classification of securities at the date individual investments are acquired, and evaluates the appropriateness of suchthis classification at each balance sheet date.
Since the Company does not buy and sell investments with the objective of generating profits on short-term fluctuations in market price, the investments in marketable equity securities have been classified as available-for-sale. Available-for-sale securities are stated at fair value, and unrealized holding gains and losses, net of the related deferred tax effect, are reported as a separate component of stockholders’ equity and within accumulated other comprehensive income. Dividends on marketable equity securities are recognized inas income on the ex-dividend date.
Realized gains and losses, including losses from declines in value of specific securities determined by management to be other-than-temporary, are included in the statement of comprehensive income. Realized gains and losses are determined on the basis of the specific securities sold. There were no other-than-temporary impairments in the years ended December 31, 2013 and 2012.
Fair Value Measurements
|
|
|
| • | Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. |
| • | Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. |
| • | Level 3 inputs are unobservable inputs for the asset or liability. |
The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company currently has no nonfinancial or financial items that are measured on a nonrecurring basis.
The carrying value of cash and cash equivalents, treasury bills, commercial paper, money market funds, trade receivables, accounts payable, and other financial working capital items approximate fair value at December 31, 20122013 and 20112012 due to the short term maturity nature of these instruments.
Inventories
Inventories include material, labor and overhead and are valued at the lower of cost (first-in, first-out) or market.
ELECTRO-SENSORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2013 AND 2012
(in thousands except share and per share amounts)
Property and equipment
Property and equipment are stated at cost. Depreciation is provided over estimated useful lives by use of the straight linestraight-line method. Maintenance and repairs are expensed as incurred. Major improvements and betterments are capitalized.
Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by an asset to the carrying value of the asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including, but not limited to, discounted cash flow models, quoted market values and third-party independent appraisals.
Revenue recognition
The Company recognizes revenue from the sale of its production monitoring equipment when persuasive evidence of an arrangement exists, the product has been delivered,picked up by common carrier, the fee is fixed and determinable and collection of the resulting receivable is reasonably assured. The Company may offer discounts to its distributors or quantity discounts that are recorded at the time of sale. The Company recognizes revenue on products sold to customers and distributors upon shipment because the contracts do not include post-shipment obligations. In addition to exchanges and warranty returns, customers have refund rights. Our standard products are used in a wide variety of industries,industries; returns arehave historically been minimal and insignificantimmaterial to the financial statements and are recognized when the returned product is received by the Company. In some situations, the Company receives advance payments from its customers. Revenue associated with these advance payments is deferred until the product is shipped or services performed.
Advertising costs
The Company expenses advertising costs as incurred. Total advertising expense was $89,000$59 and $184,000$89 for the years ended December 31, 20122013 and 2011,2012, respectively.
Research and development
Expenditures for research and development are expensed as incurred. We incurred expenses of $443,000$560 and $437,000$443 during the years ended December 31, 20122013 and 2011,2012, respectively.
Depreciation
The cost of property and equipment is depreciated on the straight-line method over the estimated economic useful lives.
Estimated useful lives are as follows
|
|
|
|
|
|
| Years |
| |
|
|
|
|
|
Equipment |
|
| 3-10 |
|
Furniture and Fixtures |
|
| 3-10 |
|
Building |
|
| 7-40 |
|
Depreciation expense for the years ended December 31, 2013 and 2012 was $110 and 2011 was $71,000$71, respectively.
ELECTRO-SENSORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2013 AND 2012
(in thousands except share and $57,000, respectively.per share amounts)
Income taxes
Deferred income taxes are provided on an asset and liability approach to financial accounting and reporting for income taxes. The difference between the financial statement and tax bases of assets and liabilities is determined annually. Deferred income tax assets and liabilities are computed for those differences that have future tax consequences using the currently enacted tax laws and rates that apply to the periods in which they are expected to affect taxable income. Income tax expense is the current tax payable or refundable for the period plus or minus the net change in the deferred tax assets and liabilities, excluding the portion of the deferred liability allocated to other comprehensive income. Deferred taxes are reduced by a valuation allowance to the extent that realization of the related deferred tax asset is not assured. The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely to be realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.
The Company records interest and penalties related to unrecognized tax benefits in income tax expense.
Net income per common share
Basis EPS excludes dilution and is determined by dividing net income by the weighted average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities and other contracts to issue common stock were exercised or converted into common stock.
The following information presents the Company’s computations of basic and diluted EPS for the periods presented in the statements of operations.comprehensive income.
|
|
|
|
|
|
|
|
|
|
|
|
| Income |
| Shares |
| Per share amount |
| |||
|
|
|
|
|
|
|
|
|
|
|
2012: |
|
|
|
|
|
|
|
|
|
|
Basic EPS from continuing operations |
| $ | 1,086,000 |
|
| 3,391,332 |
| $ | 0.32 |
|
Effect of dilutive employee and director stock options |
|
|
|
|
| 20,956 |
|
|
|
|
Diluted EPS from continuing operations |
| $ | 1,086,000 |
|
| 3,412,288 |
| $ | 0.31 |
|
|
|
|
|
|
|
|
|
|
|
|
2011: |
|
|
|
|
|
|
|
|
|
|
Basic EPS from continuing operations |
| $ | 598,000 |
|
| 3,387,192 |
| $ | 0.17 |
|
Effect of dilutive employee and director stock options |
|
|
|
|
| 18,546 |
|
|
|
|
Diluted EPS from continuing operations |
| $ | 598,000 |
|
| 3,405,738 |
| $ | 0.17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income |
| Shares |
| Per share amount |
| |||
| ||||||||||
2013: |
|
|
|
|
|
|
|
|
|
|
Basic EPS |
| $ | 706 |
|
| 3,394,208 |
| $ | 0.20 |
|
Effect of dilutive stock options |
|
|
|
|
| 102,665 |
|
|
|
|
Diluted EPS |
| $ | 706 |
|
| 3,496,873 |
| $ | 0.20 |
|
|
|
|
|
|
|
|
|
|
|
|
2012: |
|
|
|
|
|
|
|
|
|
|
Basic EPS |
| $ | 1,086 |
|
| 3,391,332 |
| $ | 0.32 |
|
Effect of dilutive stock options |
|
|
|
|
| 20,956 |
|
|
|
|
Diluted EPS |
| $ | 1,086 |
|
| 3,412,288 |
| $ | 0.31 |
|
Stock Compensation
The Company records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes-Merton (“BSM”) model with the assumptions included in the table below.model. The Company uses historical data, among other factors, to estimate the expected price volatility, the expected option life and the expected forfeiture rate. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated life of the option. At December 31, 2012,2013, the Company had onetwo stock-based employee compensation plan. On July 18, 2012, the Company granted each of its four outside directors options to purchase 2,500 shares of common stock, recognizing compensation expense of approximately $6,000 based on the grant date fair value.
The assumptions made in estimating the fair value of the options on the 2012 grant date based upon the BSM option-pricing model are as follows:
|
|
| ||
|
|
| ||
|
|
| ||
|
|
The Company calculates expected volatility for stock options and awards using historical volatility as the Company believes the expected volatility will approximate historical volatility.
There were no options granted in the year ended December 31, 2011. During the year ended December 31, 2011, two employees exercised options to purchase a total of 4,500 shares of common stock. During the year ended December 31, 2012, one outside director forfeited options to purchase 5,000 shares of common stock.plans.
ELECTRO-SENSORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2013 AND 2012
(in thousands except share and per share amounts)
Note 2. Investments
The cost and estimated fair value of the investments are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cost |
| Gross |
| Gross |
| Fair |
| |||||||||||||||||
December 31, 2013 |
|
|
|
|
|
|
|
|
| |||||||||||||||||
Money Market Funds |
| $ | 540 |
| $ | 0 |
| $ | 0 |
| $ | 540 |
| |||||||||||||
Commercial Paper |
| 601 |
| 0 |
| 0 |
| 601 |
| |||||||||||||||||
Treasury Bills |
| 5,226 |
| 1 |
| 0 |
| 5,227 |
| |||||||||||||||||
Equity Securities |
|
| 86 |
|
| 2,686 |
|
| (54 | ) |
| 2,718 |
| |||||||||||||
|
| 6,453 |
| 2,687 |
| (54 | ) |
| 9,086 |
| ||||||||||||||||
Less Cash Equivalents |
|
| 1,141 |
|
| 0 |
|
| 0 |
|
| 1,141 |
| |||||||||||||
Total Investments, December 31, 2013 |
| $ | 5,312 |
| $ | 2,687 |
| $ | (54 | ) | $ | 7,945 |
| |||||||||||||
|
| Cost |
| Gross |
| Gross |
| Fair |
|
|
|
|
|
|
|
|
|
| ||||||||
December 31, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Money Market Funds |
| $ | 804,000 |
| $ | 0 |
| $ | 0 |
| $ | 804,000 |
|
| $ | 804 |
| $ | 0 |
| $ | 0 |
| $ | 804 |
|
Commercial Paper |
| 200,000 |
| 0 |
| 0 |
| 200,000 |
|
| 200 |
| 0 |
| 0 |
| 200 |
| ||||||||
Treasury Bills |
| 5,249,000 |
| 0 |
| (1,000 | ) |
| 5,248,000 |
|
| 5,249 |
| 0 |
| (1 | ) |
| 5,248 |
| ||||||
Equity Securities |
|
| 92,000 |
|
| 3,639,000 |
|
| (54,000 | ) |
| 3,677,000 |
|
|
| 92 |
|
| 3,639 |
|
| (54 | ) |
| 3,677 |
|
|
| 6,345,000 |
| 3,639,000 |
| (55,000 | ) |
| 9,929,000 |
|
| 6,345 |
| 3,639 |
| (55 | ) |
| 9,929 |
| ||||||
Less Cash Equivalents |
|
| 1,004,000 |
|
| 0 |
|
| 0 |
|
| 1,004,000 |
|
|
| 1,004 |
|
| 0 |
|
| 0 |
|
| 1,004 |
|
Total Investments, December 31, 2012 |
| $ | 5,341,000 |
| $ | 3,639,000 |
| $ | (55,000 | ) | $ | 8,925,000 |
|
| $ | 5,341 |
| $ | 3,639 |
| $ | (55 | ) | $ | 8,925 |
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
December 31, 2011 |
|
|
|
|
|
|
|
|
| |||||||||||||||||
Commercial Paper |
| $ | 5,373,000 |
| $ | 0 |
| $ | 0 |
| $ | 5,373,000 |
| |||||||||||||
Equity Securities |
|
| 101,000 |
|
| 3,134,000 |
|
| (54,000 | ) |
| 3,181,000 |
| |||||||||||||
|
| 5,474,000 |
| 3,134,000 |
| (54,000 | ) |
| 8,554,000 |
| ||||||||||||||||
Less Cash Equivalents |
|
| 5,373,000 |
|
| 0 |
|
| 0 |
|
| 5,373,000 |
| |||||||||||||
Total Investments, December 31, 2011 |
| $ | 101,000 |
| $ | 3,134,000 |
| $ | (54,000 | ) | $ | 3,181,000 |
| |||||||||||||
Realized gains and losses on investments are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Years Ended December 31, |
|
| Years Ended December 31, |
| ||||||||
|
| 2012 |
| 2011 |
|
| 2013 |
| 2012 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Gross Realized Gains |
| $ | 794,000 |
| $ | 73,000 |
|
| $ | 530 |
| $ | 794 |
|
Gross Realized Losses |
|
| 0 |
|
| 0 |
|
|
| 0 |
|
| 0 |
|
Net Realized Gain |
| $ | 794,000 |
| $ | 73,000 |
|
| $ | 530 |
| $ | 794 |
|
At December 31, 20122013 and 2011,2012, the Company’s significant investment in equity securities is 273,267231,336 and 343,267,273,267, respectively, shares of Rudolph, Technologies (Rudolph), accounted for under the available-for-sale method. As of December 31, 20122013 and 2011,2012, the aggregate value of the Company’s Rudolph shares as reported on the Nasdaq Stock Exchange was approximately $3,673,000$2,716 and $3,134,000,$3,673, respectively, with an approximate cost of $36,000$30 and $45,000,$36, respectively. During the yearyears ended December 31, 2013 and 2012, the Company sold 41,931 and 70,000 shares, respectively, of Rudolph stock and reported a gain of $794,000$529 and $794, respectively, in other income.
As of December 30, 2011, the shareholders of PPT Vision (PPT) voted to accept an offer to merge with Datalogic Scanning Holdings, Inc. (Datalogic). The terms of the merger required Datalogic to purchase all of the shares outstanding. Electro-Sensors, Inc. recognized a $72,000 gain on the sale of its PPT shares to Datalogic. The Company received the funds for their shares of PPT in January 2012.
ELECTRO-SENSORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2013 AND 2012
(in thousands except share and per share amounts)
Changes in Accumulated Other Comprehensive Income
Changes in Accumulated Other Comprehensive Income are as follows:
|
|
|
|
|
|
|
|
|
| December 31, |
| ||||
|
| 2012 |
| 2011 |
| ||
|
|
|
|
|
|
|
|
Unrealized Gains |
|
|
|
|
|
|
|
Unrealized Holding Gains arising during the Period |
| $ | 1,299,000 |
| $ | 425,000 |
|
Less: reclassification of gains included in net income |
|
| (794,000 | ) |
| (73,000 | ) |
|
|
| 505,000 |
|
| 352,000 |
|
|
|
|
|
|
|
|
|
Deferred Taxes on Unrealized Gains: |
|
|
|
|
|
|
|
Increase in Deferred Taxes on Unrealized Gains arising during the Period |
|
| 494,000 |
|
| 161,000 |
|
Less: Reclassification of taxes on gains included in net income |
|
| (302,000 | ) |
| (27,000 | ) |
|
|
| 192,000 |
|
| 134,000 |
|
|
|
|
|
|
|
|
|
Net Change in Accumulated Other Comprehensive Income |
| $ | 313,000 |
| $ | 218,000 |
|
|
|
|
|
|
|
|
|
|
| December 31, |
| ||||
|
| 2013 |
| 2012 |
| ||
|
|
|
|
|
| ||
Unrealized Gains (Losses) |
|
|
|
|
|
|
|
Unrealized Holding Gains (Losses) arising during the Period |
| $ | (422 | ) | $ | 1,299 |
|
Less: reclassification of gains included in net income |
|
| (530 | ) |
| (794 | ) |
|
|
| (952 | ) |
| 505 |
|
|
|
|
|
|
|
|
|
Deferred Taxes on Unrealized Gains (Losses): |
|
|
|
|
|
|
|
Increase in Deferred Taxes on Unrealized Gains (Losses) arising during the Period |
|
| (160 | ) |
| 494 |
|
Less: Reclassification of taxes on gains included in net income |
|
| (201 | ) |
| (302 | ) |
|
|
| (361 | ) |
| 192 |
|
|
|
|
|
|
|
|
|
Net Change in Accumulated Other Comprehensive Income |
| $ | (591 | ) | $ | 313 |
|
Note 3. Fair Value Measurements
The following table provides information on those assets measured at fair value on a recurring basis.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Carrying amount |
| Fair Value |
|
|
|
|
|
| ||||||
|
| Carrying amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
|
| Fair Value |
| Fair Value Measurement Using |
|
| Fair Value Measurement Using |
| ||||||||||||||||||||||||
|
| Level 1 |
| Level 2 |
| Level 3 |
|
| Level 1 |
| Level 2 |
| Level 3 |
| ||||||||||||||||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Cash and cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Money Market Funds |
| $ | 804,000 |
| $ | 804,000 |
| $ | 804,000 |
| $ | 0 |
| $ | 0 |
|
| $ | 540 |
| $ | 540 |
| $ | 540 |
| $ | 0 |
| $ | 0 |
|
Commercial Paper |
| 200,000 |
| 200,000 |
| 200,000 |
| 0 |
| 0 |
|
| 601 |
| 601 |
| 601 |
| 0 |
| 0 |
| ||||||||||
Treasury Bills |
| 5,248,000 |
| 5,248,000 |
| 5,248,000 |
| 0 |
| 0 |
|
| 5,227 |
| 5,227 |
| 5,227 |
| 0 |
| 0 |
| ||||||||||
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Equities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Small Cap Technology Sector |
| 3,677,000 |
| 3,677,000 |
| 3,677,000 |
| 0 |
| 0 |
|
| 2,718 |
| 2,718 |
| 2,718 |
| 0 |
| 0 |
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
|
| Carrying amount |
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
| Carrying amount |
|
|
|
|
|
|
|
|
|
| Fair Value |
|
|
|
|
|
|
| ||||||||||||
|
| Fair Value |
| Fair Value Measurement Using |
|
| Fair Value Measurement Using |
| ||||||||||||||||||||||||
|
| Level 1 |
| Level 2 |
| Level 3 |
|
| Level 1 |
| Level 2 |
| Level 3 |
| ||||||||||||||||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Cash and cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Money Market Funds |
| $ | 804 |
| $ | 804 |
| $ | 804 |
| $ | 0 |
| $ | 0 |
| ||||||||||||||||
Commercial Paper |
| $ | 5,373,000 |
| $ | 5,373,000 |
| $ | 5,373,000 |
| $ | 0 |
| $ | 0 |
|
| 200 |
| 200 |
| 200 |
| 0 |
| 0 |
| |||||
Treasury Bills |
| 5,248 |
| 5,248 |
| 5,248 |
| 0 |
| 0 |
| |||||||||||||||||||||
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Equities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Small Cap Technology Sector |
| 3,181,000 |
| 3,181,000 |
| 3,181,000 |
| 0 |
| 0 |
|
| 3,677 |
| 3,677 |
| 3,677 |
| 0 |
| 0 |
| ||||||||||
The fair value of the money market funds, commercial paper, and treasury bills are based on quoted market prices in an active market. Available for saleAvailable-for-sale securities include equity securities that are traded in an active market. Closing stock prices are readily available from active markets and are used as being representative of fair value. The Company classifies these securities as level 1.
ELECTRO-SENSORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2013 AND 2012
(in thousands except share and per share amounts)
Note 4. Inventories
Inventories used in the determination of cost of goods sold are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 31, |
|
| December 31, |
| ||||||||
|
| 2012 |
| 2011 |
|
| 2013 |
| 2012 |
| ||||
Raw Materials |
| $ | 835,000 |
| $ | 791,000 |
|
| $ | 658 |
| $ | 835 |
|
Work In Process |
| 283,000 |
| 247,000 |
|
| 226 |
| 283 |
| ||||
Finished Goods |
|
| 212,000 |
|
| 190,000 |
|
|
| 176 |
|
| 212 |
|
Total Inventories |
| $ | 1,330,000 |
| $ | 1,228,000 |
|
| $ | 1,060 |
| $ | 1,330 |
|
Note 5. Property and Equipment
The following is a summary of property and equipment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 31, |
|
| December 31, |
| ||||||||
|
| 2012 |
| 2011 |
|
| 2013 |
| 2012 |
| ||||
Equipment |
| $ | 259,000 |
| $ | 260,000 |
|
| $ | 272 |
| $ | 259 |
|
Construction in Progress |
| 0 |
| 14,000 |
| |||||||||
Furniture and Fixtures |
| 382,000 |
| 393,000 |
|
|
| 388 |
| 382 |
| |||
Building |
| 1,365,000 |
| 1,360,000 |
|
|
| 1,365 |
| 1,365 |
| |||
Land |
|
| 415,000 |
|
| 415,000 |
|
|
| 415 |
|
| 415 |
|
|
| 2,421,000 |
| 2,442,000 |
|
|
| 2,440 |
| 2,421 |
| |||
Less Accumulated Depreciation |
|
| 1,117,000 |
|
| 1,263,000 |
|
|
| 1,223 |
|
| 1,117 |
|
Total Property and Equipment |
| $ | 1,304,000 |
| $ | 1,179,000 |
|
| $ | 1,217 |
| $ | 1,304 |
|
Note 6. Accrued Expenses
Accrued expenses include the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 31, |
|
| December 31, |
| ||||||||
|
| 2012 |
| 2011 |
|
| 2013 |
| 2012 |
| ||||
Wages and Commissions |
| $ | 147,000 |
| $ | 163,000 |
|
| $ | 195 |
| $ | 147 |
|
Other |
|
| 80,000 |
|
| 51,000 |
|
|
| 70 |
|
| 80 |
|
Total Accrued Expenses |
| $ | 227,000 |
| $ | 214,000 |
|
| $ | 265 |
| $ | 227 |
|
ELECTRO-SENSORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2013 AND 2012
(in thousands except share and per share amounts)
Note 7. Commitments
Lease commitments
The Company is leasing office equipment under an operating leaseslease expiring at various dates through 2013.in 2017.
Minimum lease payments required under non-cancelable operating leases are as follows:
|
|
|
|
|
|
|
|
|
Year |
| Amount |
|
| Amount |
| ||
|
|
|
|
|
|
| ||
2013 |
| $ | 8,000 |
| ||||
2014 |
| $ | 8 |
| ||||
2015 |
| 8 |
| |||||
2016 |
| 8 |
| |||||
2017 |
|
| 3 |
| ||||
Total Minimum Lease Payments |
| $ | 27 |
| ||||
Rental expense charged to operations was $27,000$25 and $27 for each of the years ended December 31, 2013 and 2012, and 2011.respectively.
Note 8. Common Stock Options and Stock Purchase Plan
Stock options
The 1997 Stock Option Plan includes(the “1997 Plan”) and 2013 Equity Incentive Plan (the “2013 Plan”) authorize the issuance of both nonqualified and incentive stock options. Payment for the shares may be made in cash, shares of the Company’s Common Stock or a combination thereof. Under the terms of the plan,plans, incentive stock options and non-qualified stock options are granted at a minimum of 100% of fair market value on the date of grant and may be exercised at various times depending upon the terms of the option. The nonqualified stock options were granted to directors to purchase shares of the Company’s Common Stock. All existing options expire 10 years from the date of grant or one year from the date of death.
Stock-based compensation
Pursuant to the 2013 Plan, the Company is authorized to grant options to purchase up to 300,000 shares of its Common Stock. As of December 31, 2013, options to purchase an aggregate of 225,000 shares were outstanding and 85,000 shares were exercisable under the 2013 Plan, and 75,000 shares were available for issuance pursuant to awards that may be granted under the plan in the future.
Pursuant to the 1997 Plan, the Company is authorized to grant options to purchase up to 450,000 shares of its Common Stock. As of December 31, 2013, options to purchase an aggregate of 21,980 shares were outstanding and exercisable under the 1997 Plan, and 250 shares were available for issuance pursuant to awards that may be granted under the 1997 Plan in the future. The board terminated the plan in 2014. The existing grants may be exercised according to the terms of the grant agreements but no additional options will be granted under the 1997 Plan.
ELECTRO-SENSORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2013 AND 2012
(in thousands except share and per share amounts)
During the third quarter of 2013, the Company granted to its Chief Executive Officer options to purchase 50,000 shares of common stock. The options were granted at a strike price equal to the fair market value, vested immediately, and expire ten years from the date of the grant.
The following table summarizes the activity for outstanding incentive stock options to employees of the company:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Options Outstanding |
|
| Options Outstanding |
| ||||||||||||||||||||
|
| Number of |
| Weighted- |
| Weighted- |
| Aggregate |
|
| Number of |
| Weighted- |
| Weighted- |
| Aggregate |
| ||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Balance at January 1, 2011 |
| 16,480 |
| $ | 3.06 |
| 2.2 |
|
|
| ||||||||||||||||
Granted |
| 0 |
|
|
|
|
|
|
| |||||||||||||||||
Exercised |
| 4,500 |
| 2.37 |
|
|
|
|
| |||||||||||||||||
Canceled/forfeited/expired |
|
| 0 |
|
|
|
|
|
|
|
|
| ||||||||||||||
Balance at December 31, 2011 |
| 11,980 |
| 4.16 |
| 2.6 |
|
|
| |||||||||||||||||
Balance at January 1, 2012 |
| 11,980 |
| $ | 4.16 |
| 2.6 |
|
|
| ||||||||||||||||
Granted |
| 0 |
|
|
|
|
|
|
|
| 0 |
|
|
|
|
|
|
| ||||||||
Exercised |
| 0 |
|
|
|
|
|
|
|
| 0 |
|
|
|
|
|
|
| ||||||||
Canceled/forfeited/expired |
|
| 0 |
|
|
|
|
|
|
|
|
|
|
| 0 |
|
|
|
|
|
|
|
|
| ||
Balance at December 31, 2012 |
|
| 11,980 |
| $ | 4.16 |
|
| 1.6 |
|
| 0 |
|
| 11,980 |
| 4.16 |
| 1.6 |
|
|
| ||||
Vested and exercisable as of December 31, 2012 |
| 11,980 |
| $ | 4.16 |
| 1.6 |
| 0 |
| ||||||||||||||||
Granted |
| 50,000 |
| 4.21 |
| 10.0 |
|
|
| |||||||||||||||||
Exercised |
| 0 |
|
|
|
|
|
|
| |||||||||||||||||
Canceled/forfeited/expired |
|
| 0 |
|
|
|
|
|
|
|
|
| ||||||||||||||
Balance at December 31, 2013 |
|
| 61,980 |
| $ | 4.20 |
|
| 9.7 |
|
|
| ||||||||||||||
Vested and exercisable as of December 31, 2013 |
|
| 61,980 |
|
|
|
|
| $ | 0 |
| |||||||||||||||
|
|
|
| (1) | The aggregate intrinsic value is calculated as approximately the difference between the weighted average exercise price of the underlying awards and the Company’s estimated current fair market value at December 31, |
During the third quarter of 2013, the Company granted to three of its outside directors options to each purchase 50,000 shares of common stock, and granted options to a fourth director to purchase 25,000 shares of common stock. The options granted to outside directors had a strike price above fair market value and vested 20% on the grant date, with an additional 20% vesting on the first four anniversaries of the grant date thereafter. All of the stock option grants expire ten years from the date of the grant.
On July 18, 2012, the Company granted each of its four outside directors options to purchase 2,500 shares of common stock. The options were granted at fair market value, vested immediately, and expire ten years from the date of the grant.
During the year ended December 31, 2012, one former outside director forfeited options to purchase 5,000 shares of common stock.
Table of ContentsELECTRO-SENSORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2013 AND 2012
(in thousands except share and per share amounts)
The following table summarizes the activity for outstanding director stock options:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Options Outstanding |
|
| Options Outstanding |
| ||||||||||||||||||||
|
| Number of |
| Weighted- |
| Weighted- |
| Aggregate |
|
| Number of |
| Weighted- |
| Weighted- |
| Aggregate |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Balance at January 1, 2011 |
| 5,000 |
| $ | 5.36 |
| 6.3 |
|
|
| ||||||||||||||||
Granted |
| 0 |
|
|
|
|
|
|
| |||||||||||||||||
Exercised |
| 0 |
|
|
|
|
|
|
| |||||||||||||||||
Canceled/forfeited/expired |
|
| 0 |
|
|
|
|
|
|
|
|
| ||||||||||||||
Balance at December 31, 2011 |
| 5,000 |
| 5.36 |
| 5.3 |
|
|
| |||||||||||||||||
Balance at January 1, 2012 |
| 5,000 |
| $ | 5.36 |
| 5.3 |
|
|
| ||||||||||||||||
Granted |
| 10,000 |
| 4.15 |
|
|
|
|
|
| 10,000 |
| 4.15 |
| 10.0 |
|
|
| ||||||||
Exercised |
| 0 |
|
|
|
|
|
|
|
| 0 |
|
|
|
|
|
|
| ||||||||
Canceled/forfeited/expired |
|
| 5,000 |
|
| 5.36 |
|
|
|
|
|
|
|
| 5,000 |
|
| 5.36 |
|
|
|
|
|
|
| |
Balance at December 31, 2012 |
|
| 10,000 |
| $ | 4.15 |
|
| 9.5 |
| 0 |
|
| 10,000 |
| 4.15 |
| 9.5 |
|
|
| |||||
Vested and exercisable as of December 31, 2012 |
| 10,000 |
| $ | 4.15 |
| 9.5 |
| 0 |
| ||||||||||||||||
Granted |
| 175,000 |
| 4.67 |
| 10.0 |
|
|
| |||||||||||||||||
Exercised |
| 0 |
|
|
|
|
|
|
| |||||||||||||||||
Canceled/forfeited/expired |
|
| 0 |
|
|
|
|
|
|
|
|
|
| |||||||||||||
Balance at December 31, 2013 |
|
| 185,000 |
| $ | 4.64 |
|
| 9.5 |
|
|
|
| |||||||||||||
Vested and exercisable as of December 31, 2013 |
|
| 35,000 |
|
|
|
|
|
| $ | 0 |
| ||||||||||||||
|
|
|
| (1) | The aggregate intrinsic value is calculated as approximately the difference between the weighted average exercise price of the underlying awards and the Company’s estimated current fair market value at December 31, |
The Company recognized compensation expense of approximately $162 and $6 during the years ended December 31, 2013 and 2012, respectively, in connection with the issuance of the options.
The assumptions made in estimating the fair value of the options on the grant date based upon the BSM option-pricing model are as follows:
|
|
|
|
|
|
|
|
|
| Year Ended December 31 |
| ||||
|
| 2013 |
| 2012 |
| ||
Dividend Yield |
|
| 0.00 | % |
| 0.00 | % |
Expected Volatility |
|
| 44.27-45.00 | % |
| 22.98 | % |
Risk Free Interest Rate |
|
| 1.33-1.92 | % |
| 2.21 | % |
Expected Life |
|
| 5.5-6 Years |
|
| 5 Years |
|
The Company calculates expected volatility for stock options and other awards using historical volatility as the Company believes the expected volatility will approximate historical volatility.
There were no options exercised during the years ended December 31, 2013 and 2012.
As of December 31, 2012 and 2011, respectively2013, there was noapproximately $204 of unrecognized compensation cost relatedexpense under the 2013 Plan. The Company expects to stock options that is expected to be recognizedrecognize this expense over a period of 1-2the next four years. To the extent the forfeiture rate is different than we have anticipated, stock-based compensation related to these awards will be different from our expectations.
Stock-based compensationTable of Contents
Pursuant to the 1997 Stock Option Plan (the “Option Plan”), the Company is authorized to grant options to purchase up to 450,000 shares of its Common Stock. As of DecemberELECTRO-SENSORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2013 AND 2012 options to purchase an aggregate of 21,980 shares were outstanding
(in thousands except share and exercisable under the Option Plan, and 250 shares were available for issuance pursuant to awards that may be granted under the Option Plan in the future.per share amounts)
Stock purchase plan
The 1996 Employee Stock Purchase Plan (the “ESPP”) allows employees to set aside up to 10% of their earnings for the purchase of shares of the Company’s Common Stock. The purchase price is the lower of 85% of the market value at the date of the grant or the exercise date, which is six months from the date of the grant. Under the ESPP, the Company is authorized to sell and issue up to 150,000 shares of its Common Stock to its full-time employees. During 2013 and 2012, and 2011, 2,3352,795 shares and 3,0782,335 shares, respectively, were issued under the ESPP. At December 31, 2012, 71,9562013, 69,161 shares were available for future issuance pursuant to the ESPP.
Table of Contents The plan was terminated effective January 1, 2014.
Note 9. Benefit Plans
Employee stock ownership plan
The Company sponsors an employee stock ownership plan (“ESOP”) that covers substantially all employees who work 1,000 or more hours during the year. The ESOP has, at various times, secured financing from the Company to purchase the Company’s shares on the open market. When the Plan purchases shares with the proceeds of the Company loans, the shares are pledged as collateral for its debt.these loans. The shares are maintained in a suspense account until released and allocated to participant accounts. The Plan owns 148,382168,382 shares of the Company’s stock at December 31, 2012.2013. All shares held by the Plan have been released and allocated. The dividends paid by the Company on shares held by the Plan are allocated to the participant accounts. The Plan had no debt to the Company at December 31, 2012.2013.
The Company hadrecognized compensation expense for contributions of $18,000$18 to the ESOP plan for the years ended December 31, 2012both 2013 and 2011.2012.
In the event a terminated ESOP participant desires to sell his or her shares of the Company’s stock and the shares are not readily tradable, the Company may be required to purchase the shares from the participant at their fair market value. In addition, the Company may distribute the ESOP’s shares to the terminated participant at the Company’s election. At December 31, 2012, 148,3822013, 168,382 shares of the Company’s stock, with an aggregate fair market value of approximately $559,000,$675, are held by ESOP participants who, if terminated, would be subject tohave rights under the repurchase requirement.provisions. The Company believes that the market for its shares meets the ESOP requirements and that there would not be a current obligation to repurchase shares.
Profit sharing plan and savings plan
The Company has a salary reduction and profit sharing plan which conforms to IRS provisions for 401(k) plans. The Company may make profit sharing contributions with the approval of the Board of Directors. The Board of Directors approved Company contributions of $18,000$0 and $0$18 for the years ended December 31, 20122013 and 2011, respectively, in addition to its matching of 401(k) salary reductions, which totaled $61,000 and $64,000 for 2012, and 2011, respectively.
Note 10. Discontinued Operations
On September 16, 2011, the Company sold its entire interest ELECTRO-SENSORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2013 AND 2012
(in its AutoData Systems Division to Auto Data Inc. (ADI). The purchase price will be paid as an earn-out based on three percent of the software, hardware,thousands except share and maintenance contracts that ADI sells over the next five years (four percent while ADI continues to occupy our building). As of December 30, 2012 and 2011, ADI owed the Company approximately $0 and $3,000, respectively, under the earn-out. The amount is included in other assets on the balance sheet.
For the years ended December 31, 2012 and 2011, the Company recognized approximately $13,000 and $3,000, respectively, as other income from ADI under the earn-out agreement.
The division, a separate operating segment as described in Note 12, designed and marketed desktop software based systems that read hand printed characters, checkmarks and bar code information from scanned or faxed forms, in addition to collecting and reporting data from web forms.
The financial results of the discontinued operation are as follows:
|
|
|
|
|
|
| Year Ended |
| |
|
|
|
|
|
Net sales |
| $ | 246,000 |
|
Expenses |
|
| (314,000 | ) |
Net loss before income taxes |
|
| (68,000 | ) |
Income tax benefit |
|
| 18,000 |
|
Net loss of discontinued operations |
| $ | (50,000 | ) |
The effect of the discontinued operation on the financial position of the Company, as of December 31, 2011, is as follows:
|
|
|
|
|
Property and equipment |
| $ | 2,000 |
|
Inventories |
|
| 17,000 |
|
Accounts receivable |
|
| 35,000 |
|
Net assets disposed |
| $ | 54,000 |
|
|
|
|
|
|
Accrued expenses |
| $ | 10,000 |
|
Deferred revenue |
|
| 58,000 |
|
Net liabilities disposed |
| $ | 68,000 |
|
|
|
|
|
|
Net cash paid to ADI |
| $ | 14,000 |
|
Table of Contentsper share amounts)
Note 11.10. Income Taxes
The components of the income tax provision for the years ended December 31, 20122013 and 20112012 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2012 |
| 2011 |
|
| 2013 |
| 2012 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Current: |
|
|
|
|
|
|
|
|
|
| ||||
Federal |
| $ | 513,000 |
| $ | 179,000 |
|
| $ | 302 |
| $ | 513 |
|
State |
| 5,000 |
| 0 |
|
| 1 |
| 5 |
| ||||
Deferred: |
|
|
|
|
|
|
|
|
|
| ||||
Federal |
| 31,000 |
| 12,000 |
|
| (47 | ) |
| 31 |
| |||
State |
|
| 7,000 |
|
| 2,000 |
|
|
| (24 | ) |
| 7 |
|
Total Federal and State Income Taxes |
| $ | 556,000 |
| $ | 193,000 |
|
| $ | 232 |
| $ | 556 |
|
The provision for income taxes for the years ended December 31, 20122013 and 20112012 differs from the amount obtained by applying the U.S. federal income tax rate to pretax income due to the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2012 |
| 2011 |
|
| 2013 |
| 2012 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Computed “Expected” Federal Tax Expense |
| $ | 560,000 |
| $ | 251,000 |
|
| $ | 319 |
| $ | 560 |
|
Increase (Decrease) in Taxes Resulting From: |
|
|
|
|
|
|
|
|
|
| ||||
State Income Taxes, net of Federal Benefit |
| 26,000 |
| 12,000 |
|
| 9 |
| 26 |
| ||||
Credits |
| (16,000 | ) |
| (51,000 | ) |
| (70 | ) |
| (16 | ) | ||
Domestic Production Activities Deduction |
| (20,000 | ) |
| (22,000 | ) |
| (18 | ) |
| (20 | ) | ||
Permanent Differences |
|
| 6,000 |
|
| 3,000 |
|
| 3 |
| 6 |
| ||
Rate Change for Deferred Taxes |
|
| (11 | ) |
| 0 |
| |||||||
Total Federal and State Income Taxes |
| $ | 556,000 |
| $ | 193,000 |
|
| $ | 232 |
| $ | 556 |
|
The components of the net deferred tax liability consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2012 |
| 2011 |
|
| 2013 |
| 2012 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Deferred Tax Assets: |
|
|
|
|
|
|
|
|
|
| ||||
Vacation Disallowance |
| $ | 26,000 |
| $ | 24,000 |
| |||||||
Vacation Accrual |
| $ | 27 |
| $ | 26 |
| |||||||
Allowance for Doubtful Accounts |
| 4,000 |
| 4,000 |
|
| 3 |
| 4 |
| ||||
Stock Compensation |
| 57 |
| 0 |
| |||||||||
State Carryforward R&D Credit |
|
| 0 |
|
| 3,000 |
|
|
| 12 |
|
| 0 |
|
Total Deferred Tax Assets |
| $ | 30,000 |
| $ | 31,000 |
|
| $ | 99 |
| $ | 30 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Deferred Tax Liabilities: |
|
|
|
|
|
|
|
|
|
| ||||
Prepaid Expenses |
| $ | 23,000 |
| $ | 26,000 |
|
| $ | 30 |
| $ | 23 |
|
Depreciation |
| 100,000 |
| 60,000 |
|
| 91 |
| 100 |
| ||||
Net Unrealized Gain on Investments |
|
| 1,362,000 |
|
| 1,170,000 |
|
|
| 1,000 |
|
| 1,362 |
|
Total Deferred Tax Liabilities |
| $ | 1,485,000 |
| $ | 1,256,000 |
|
| $ | 1,121 |
| $ | 1,485 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Deferred Tax Liability |
| $ | (1,455,000 | ) | $ | (1,225,000 | ) |
| $ | (1,022 | ) | $ | (1,455 | ) |
The Company is subject to the following material taxing jurisdictions: U.S. and Minnesota. The tax years that remain open to examination by the Internal Revenue Service are 20092010 through 2012.2013. The tax years that remain open to examination by the Minnesota Department of Revenue are 20082010 through 2012.2013. We have no accrued interest or penalties related to uncertain tax positions as of January 1, 20122013 or December 31, 2012.2013 and uncertain tax positions are not significant.
ELECTRO-SENSORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2013 AND 2012
(in thousands except share and per share amounts)
Note 12.11. Segment Information
Prior to September 16, 2011, the Company had three reportable operating segments based on the nature of its product lines: Production Monitoring, AutoData Systems, and Investments. The AutoData Systems segment was sold on September 16, 2011 as described in Note 10. The operations of that segment are presented as discontinued operations in the accompanying financial statements and are excluded from the presentation of segment information from continuing operations in this note. The reclassification of AutoData Systems to discontinued operations had no impact on the results of operations presented for the Production Monitoring or Investments segments.
As of December 31, 2012,2013, the Company has two reportable operating segments: Production Monitoring and Investments. The Production Monitoring Division manufactures and markets a complete line of production monitoring equipment, in particular speed monitoring and motor control systems for industrial machinery. ESI Investment Company holds investments in marketable and non-marketable securities.
The accounting policies of the segments are the same as those described in Note 1. In evaluating segment performance, management focuses on sales and income before taxes. The Company has no inter-segment sales.
The following is financial information relating to the continuing operating segments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2012 |
| 2011 |
|
| 2013 |
| 2012 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Net revenues |
|
|
|
|
|
|
|
|
|
| ||||
Production Monitoring |
| $ | 6,498,000 |
| $ | 6,115,000 |
|
| $ | 6,541 |
| $ | 6,498 |
|
ESI Investment Company |
|
| 0 |
|
| 0 |
| |||||||
Total |
|
| 6,498,000 |
|
| 6,115,000 |
|
|
| 6,541 |
|
| 6,498 |
|
Sales in foreign countries |
|
|
|
|
|
|
|
|
|
| ||||
Production Monitoring |
| 809,000 |
| 633,000 |
|
|
| 932 |
|
| 809 |
| ||
ESI Investment Company |
|
| 0 |
|
| 0 |
| |||||||
Total |
|
| 809,000 |
|
| 633,000 |
|
|
| 932 |
|
| 809 |
|
Interest income |
|
|
|
|
|
|
|
|
|
| ||||
Production Monitoring |
| 1,000 |
| 2,000 |
|
| 1 |
| 1 |
| ||||
ESI Investment Company |
|
| 3,000 |
|
| 4,000 |
|
|
| 4 |
|
| 3 |
|
Total |
|
| 4,000 |
|
| 6,000 |
|
|
| 5 |
|
| 4 |
|
Depreciation expense |
|
|
|
|
|
|
|
|
|
| ||||
Production Monitoring |
| 71,000 |
| 57,000 |
|
|
| 110 |
|
| 71 |
| ||
ESI Investment Company |
|
| 0 |
|
| 0 |
| |||||||
Total |
|
| 71,000 |
|
| 57,000 |
|
|
| 110 |
|
| 71 |
|
Capital purchases |
|
|
|
|
|
|
|
|
|
| ||||
Production Monitoring |
| 196,000 |
| 82,000 |
|
|
| 23 |
|
| 196 |
| ||
ESI Investment Company |
|
| 0 |
|
| 0 |
| |||||||
Total |
|
| 196,000 |
|
| 82,000 |
|
|
| 23 |
|
| 196 |
|
Total assets |
|
|
|
|
|
|
|
|
|
| ||||
Production Monitoring |
| 3,016,000 |
| 2,488,000 |
|
| 3,022 |
| 3,016 |
| ||||
ESI Investment Company |
|
| 10,322,000 |
|
| 9,440,000 |
|
|
| 9,587 |
|
| 10,322 |
|
Total |
|
| 13,338,000 |
|
| 11,928,000 |
|
|
| 12,609 |
|
| 13,338 |
|
Income before income taxes |
|
|
|
|
|
|
|
|
|
| ||||
Production Monitoring |
| 845,000 |
| 736,000 |
|
| 404 |
| 845 |
| ||||
ESI Investment Company |
|
| 797,000 |
|
| 73,000 |
|
|
| 534 |
|
| 797 |
|
Total |
| $ | 1,642,000 |
| $ | 809,000 |
|
| $ | 938 |
| $ | 1,642 |
|
Note 13.12. Subsequent Events
On January 23, 2013, the Company declared a $.04 dividend on its common stock, payable on February 22, 2013 to shareholders of record as of February 8, 2013.
During the first quarter of 2013,2014, the Company has sold 7,50039,179 shares of Rudolph Technology stock for proceeds of $104,000$439 resulting in a gain on the sale of $103,000.$434.
On MarchFebruary 18, 2013,2014, the BoardCompany purchased the Insta-Link wireless hazard technology monitoring system and product family, together with related technology and intellectual property rights, from an independent third party. The Company agreed to pay $1,200 for the product line, of Directorswhich $400 was paid at closing, and additional payments of $400 will be paid on each of the Company authorizedfirst and approvedsecond anniversary of the Electro-Sensors, Inc. 2013 Equity Incentive Plan (the “2013 Plan”), subjectclosing. The seller may earn up to approval byan additional $550 of purchase price, depending upon the stockholders on or before March 18, 2014.achievement of revenue measures during the four calendar years following the closing.
|
|
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure. |
None.
|
|
Controls and Procedures. |
Evaluation of Disclosure Controls and Procedures
The person serving as our principal executive officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”). Based on this evaluation, the person serving as the Company’s principal executive officer and principal financial officer has concluded that the Company’s disclosure controls and procedures were effective as of December 31, 20122013 to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Under Section 404 of the Sarbanes-Oxley Act of 2002, our management is required to assess the effectiveness of the Company’s internal control over financial reporting as of the end of each fiscal year and report, based on that assessment, whether the Company’s internal control over financial reporting is effective.
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurance as to the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, internal control over financial reporting determined to be effective can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect all misstatements. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2012.2013. In making this assessment, the Company used the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal“Internal Control-Integrated Framework.Framework (1992).” These criteria are in the areas of control environment, risk assessment, control activities, information and communication, and monitoring. The Company’s assessment included extensive documenting, evaluating and testing the design and operating effectiveness of its internal control over financial reporting. Based on this evaluation, the person serving as the Company’s principal executive officer and principal financial officer has concluded that the Company’s internal controls were effective as of December 31, 2012.2013.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the fourth quarter of 2012,2013, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
|
|
Other Information. |
None.
Certain information required by Part III is incorporated by reference to the Company’s Definitive Proxy Statement pursuant to Regulation 14A (the “Proxy Statement”) for its Annual Meeting of Shareholders to be held April 24, 201323, 2014 (“Annual Meeting”).
|
|
Directors, Executive Officers and Corporate Governance. |
The information required by Item 10 is incorporated herein by reference to the sections entitled “Election of Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance,” “Corporate Governance – Code of Ethics and Business Conduct” and “Corporate Governance – Audit Committee” that appear in the Company’s Definitive Proxy Statement for its Annual Meeting. Information concerning the Company’s sole executive officersofficer is included in the sections referred to above.
|
|
Executive Compensation. |
The information required by Item 11 is incorporated herein by reference to the section entitled “Executive Compensation” that appears in the Company’s Definitive Proxy Statement for its Annual Meeting.
|
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
The information required by Item 12 relating to security ownership of certain beneficial owners and management is incorporated herein by reference to the section entitled “Security Ownership of Certain Beneficial Owners and Management” that appears in the Company’s Definitive Proxy Statement for its Annual Meeting.
The following table provides information as of December 31, 20122013 about the Company’s equity compensation plans.
Equity Compensation Plan Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| Number of securities to |
| Weighted average |
| Number of securities remaining |
|
| Number of securities to |
| Weighted average |
| Number of securities remaining |
| ||||||
| ||||||||||||||||||||
|
| (a) |
| (b) |
| (c) |
|
| (a) |
| (b) |
| (c) |
| ||||||
Equity compensation plans approved by security holders |
| 21,980 |
| $4.16 |
|
| 72,206(1) |
|
| 246,980 |
| $4.53 |
|
| 144,411(1) |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Equity compensation plans not approved by security holders |
| — |
| — |
|
| — |
|
| — |
| — |
|
| — |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total |
| 21,980 |
| $4.16 |
|
| 72,206(1) |
|
| 246,980 |
| $4.53 |
|
| 144,411(1) |
| ||||
(1)Includes 250 shares issuable pursuant to the 1997 Stock Option Plan, 75,000 shares issuable pursuant to the 2013 Equity Incentive Plan and 71,95669,161 shares issuable pursuant to the 1996 Employee Stock Purchase Plan. The 1997 Stock Option Plan was terminated in January 2014 and the remaining 250 shares were cancelled. The 1996 Employee Stock Purchase Plan was terminated effective January 1, 2014.
|
|
Certain Relationships and Related Transactions, and Director Independence. |
The information required by Item 13 is incorporated herein by reference to the sections entitled “Corporate Governance – Independence,” “Election of Directors” and “Transactions with Related Persons, Promoters and Certain Control Persons” that appear in the Company’s Definitive Proxy Statement for its Annual Meeting.
|
|
Principal Accountant Fees and Services. |
The information required by Item 14 relating to principal accounting fees and services is incorporated herein by reference to the section entitled “Disclosure of Fees Paid to Independent Auditors” that appears in the Company’s Definitive Proxy Statement for its Annual Meeting of Shareholders.Meeting.
|
|
Exhibits and Financial Statement Schedules. |
Financial Statements.
Reference is made to the Index to Consolidated Financial Statements appearing on Page 1113 hereof.
Financial Statement Schedules.
The Financial Statement Schedules have been omitted either because they are not required or because the information has been included in the consolidated financial statements or the notes thereto included in this Annual Report.
Exhibits.
See “Exhibit Index” on the page following the signatures.
Pursuant to the requirements of Section 13 or 15(d) 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.
|
|
|
|
| ELECTRO-SENSORS, INC. |
| |
| By: | /s/ |
|
|
|
|
|
|
| President, Chief Executive Officer, and Chief Financial Officer | |
| Date: | March | |
By: | /s/ GLORIA M. GRUNDHOEFER | ||
Gloria M. Grundhoefer | |||
Controller | |||
Date: | March 21, 2014 |
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Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
(Power of Attorney)
Each person whose signature appears below constitutes and appoints BRADLEY D. SLYEDAVID L. KLENK as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all said attorney-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
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Signature |
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/s/ |
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| March |
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/s/ Joseph A. Marino |
| Chairman and Director |
| March |
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/s/ |
| Director |
| March |
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/s/ Michael C. Zipoy |
| Director |
| March |
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/s/ Jeffrey D. Peterson |
| Director |
| March |
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
EXHIBIT INDEX TO FORM 10-K
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For the Fiscal Year Ended | Commission File No. |
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Exhibit |
| Exhibit Description |
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^3.1 |
| Registrant’s Restated Articles of Incorporation, as amended—incorporated by reference to Exhibit 3.1 to the Company’s 1991 Form 10-KSB |
^3.2 |
| Registrant’s Bylaws, as amended to date—incorporated by reference to Exhibit 3.2 to the Company’s 1997 Form 10-KSB |
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^*10.1 |
| Electro-Sensors, Inc.’s 1996 Employee Stock Purchase Plan — incorporated by reference to the Company’s |
^*10.2 |
| Electro-Sensors, Inc.’s 1997 Stock Option Plan and forms of Incentive and Nonqualified Stock Option Agreements thereunder—incorporated by reference to Exhibit 10.6 to the Company’s 1997 Form 10-KSB |
^*10.3 |
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**10.4 |
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21 |
| Subsidiaries of Registrant (Name and State of Incorporation): |
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| ESI Investment Company—Minnesota |
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| Senstar Corporation—Minnesota |
23.1 | Consent of Independent Registered Public Accounting Firm | |
24.1 |
| Power of Attorney (see Signature page) |
31.1 |
| Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1 |
| Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
99.1 |
| Letter to Shareholders dated March |
99.2 |
| Investor Information |
101 |
| The following financial information from Electro-Sensors, Inc.’s Annual Report on Form 10-K for the annual period ended December 31, |
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^ | Incorporated by reference to a previously filed report or document—SEC File No. |
* | Management contract or compensatory plan or arrangement |
** | Pursuant to Rule |
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