`UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended September 30, 2022March 31, 2023

OR

From ________________ to ________________

ELECTRONIC SYSTEMS TECHNOLOGY, INCINC.

(Exact name of registrant as specified in its charter)

(509) 735-9092

(Registrant's telephone number, including area code)

N/A

(Former name, former address & former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(g) of the Act:

Indicate by check mark whether the registrant (1) has filed all documents and reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filings for the past 90 days. Yesx ☒  NO o☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yesx ☒  NO o☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes YES ☐  oNO Nox☒

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of October 22, 2022,April, 19 2023, the number of the Company's shares of Common Stockcommon stock par value $0.001, outstanding was 4,946,502.

PART I

FINANCIAL INFORMATION

Item 1. Financial StatementsStatements.

ELECTRONIC SYSTEMS TECHNOLOGY, INC.
CONDENSED BALANCE SHEETS
(Unaudited)

See Notes to Financial Statements.

ELECTRONIC SYSTEMS TECHNOLOGY, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

See Notes to Financial Statements.

ELECTRONIC SYSTEMS TECHNOLOGY, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

See Notes to Financial Statements.

ELECTRONIC SYSTEMS TECHNOLOGY, INC.

DBA ESTEEM WIRELESS MODEMS

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

See Notes to Financial Statements.

ELECTRONIC SYSTEMS TECHNOLOGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The condensed financial statements, including notes, of Electronic Systems Technology, Inc. (the "Company") are representations of the Company’s management, which is responsible for their integrity and objectivity. The accompanying unaudited condensed financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, as well as the instructions to Form 10-Q. Accordingly, the financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of September 30, 2022,March 31, 2023, and its results of operations, cash flows, and changes in stockholders’ equity for the three months ended March 31, 2023 and nine months ended September 30, 2022 and 2021.2022. The balance sheet at December 31, 20212022 was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. All amounts presented are in U.S. dollars. For further information, refer to the financial statements and footnotes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.2022.

The results of operations for the three month and nine-monththree-month period ended September 30, 2022March 31, 2023 are not necessarily indicative of the results expected for the full fiscal year or for any other fiscal period. The Company estimates that for 20222023 the anticipated effective annual federal income tax rate will be 0%.

New Accounting Pronouncements

Accounting standards that have been issued by the Financial Accounting Standards Board that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

NOTE 2 - INVENTORIES

Inventories are stated at lower of direct cost or net realizable value with cost determined using the FIFO (first in, first out) method. Inventories consist of the following:

NOTE 3 - EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share excludes dilution and is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares of Common Stock outstanding for the period. Diluted earnings (loss) per share reflects potential dilution occurring if securities or other contracts to issue Common Stockcommon stock were exercised or converted into Common Stockcommon stock or resulted in the issuance of Common Stockcommon stock that then shared in the earnings of the Company. At September 30,March 31, 2023 and 2022, and 2021, the Company had 210,000180,000 and 240,000 outstanding stock options, respectively, that could have a dilutive effect on future periods’ net income. The stock options were not included in the calculation of diluted earnings per share for either period as they were anti-dilutive.

NOTE 4 - STOCK OPTIONS

NoThe Company has outstanding stock options, were issued, exercisedwhich have been granted periodically to individual employees and 30,000 shares expireddirectors. No shared based compensation was recognized during the nine monththree-month periods ended September 30,March 31, 2023 and 2022.

As of September 30,March 31, 2023 and 2022, there were 210,000180,000 and 240,000 options outstanding respectively with a weighted average exercise price of $0.40 per share, a weighted average remaining life of 2.72.3 and 3.4 years respectively and no intrinsic value.

NOTE 5 – REVENUE

The Company’sCompany product revenue includes industrial wireless products and accessories such as antennas, power supplies and cable assemblies. The Company also provides direct site support and engineering services to customers, such as repair and upgrade of its products. During the three-month period ended September 30,March 31, 2023 and 2022, and 2021, the Company’s revenue from products sales was $480,260297,589 and $230,869461,843, respectively. Revenue from site support and engineering services was $6,9007,500 and $25,200 respectively, over the same periods.

During the nine-month period ended September 30, 2022 and 2021, the Company’s revenue from products sales was $1,351,495 and $1,100,948, respectively. Revenue from site support and engineering services was $24,700 and $36,90010,300 respectively, over the same periods.

The Company’s customers, to which trade credit terms are extended, consist of United States and local governments and foreign and domestic companies. Domestic sales of products and services for the three-month period ended September 30,March 31, 2023 and March 31, 2022 and September 30, 2021 were $419,164293,908 and $227,001436,670, respectively. Sales to foreign customers for the three-month period ended September 30,March 31, 2023 and March 31, 2022 and September 30, 2021 were $67,99611,181 and $29,06835,473, respectively.

Domestic sales for the nine-month period ended September 30, 2022 and September 30, 2021 were $1,234,793and $1,021,331, respectively. Sales to foreign customers for the nine-month period ended September 30, 2022 and September 30, 2021 were $141,402 and $116,517, respectively.

NOTE 5 – REVENUE (continued)

For the three-month period ended September 30,March 31, 2023 and 2022, sales to threeindividual customers representedrepresenting more than 10% of total revenue one customer represented more than 10% of total revenue for the same period in 2021.were as follows:

For the nine-month period ended September 30, 2022, sales to two customers represented more than 10% of total revenue, two customers represented more than 10% of total revenue for the same period in 2021.

As of September 30,March 31, 2023 Domestic customer A’s accounts receivable balance was $43,019.

As of March 31, 2023 and 2022, and 2021, the Company had a sales order backlog of $141,066162,396 and $93,059116,461, respectively.

NOTE 6 - LEASES

On September 19,23, 2022, the Company signed a new two-year lease for its facilities. The base lease is $3,373 and $3,478 per month for years one and two, respectively. There is a leasehold tax applied to the base lease at 12.84%. The Company has the right to terminate the lease with 90 days’ notice. There is no renewal clause contained in the current lease. Upon signing the lease, the Company recognized a lease liability and right of use asset of $78,757 based on the two-year payment stream discounted using an estimated incremental borrowing rate of 4.125%4.125%. At September 30, 2022,March 31, 2023, the remaining lease term is twenty four18 months.

Prior to the new As of March 31, 2023, future payments on this lease on September 19, 2022, the Company’s lease for its facilities was forof $3,26730,671 per month.and $31,304 will be paid in 2023 and 2024 respectively.

For the three month and nine-monththree-month periods ended September 30,March 31, 2023 and 2022, and 2021, lease expensesexpense of $11,61611,576 and $10,86210,903, and $34,839 and $32,586 respectively, are included in the following expense classifications on the statementstatements of operations:

NOTE 7 - Cares Act Retention Credit

As at December 31, 2022 and March 31, 2023, the Company has an employee retention tax credit due of $63,000. The amount to be received is a refund of qualified payroll taxes the Company paid in connection with employee payroll during the COVID 19 pandemic. The Company expects to receive the credit in 2023.

NOTE 6 – LEASES (continued)

As of September 30, 2022, total future lease payments are as follows:

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATION

Management's discussion and analysis is intended to be read in conjunction with the Company's unaudited financial statements and the integral notes thereto for the quarter ended September 30, 2022.March 31, 2023. The following statements may be forward looking in nature and actual results may differ materially.

A.       RESULTS OF OPERATIONS

REVENUES: Total revenues from sales increaseddecreased to $487,160$305,089 for the thirdfirst quarter of 2023 as compared to $472,143 in the first quarter of 2022, as compared to $256,069 in the third quarterreflecting a decrease of 2021, reflecting an increase of 90.2%35.4%. Management believes the increasedecrease in sales revenues is due to the improvement ofdecreased product demand due to supply chain deliveriesissues for the Domestic market during the first quarter of materials needed by our customers to compete projects. Year to date total revenues from sales increased to $1,376,195 in 2022 as2023 when compared to $1,137,848 in 2021, reflecting an increasewith the same quarter of 20.9%. Management believes the increase in sales revenues is due the Company increased inventory level and the ability to ship orders in a timely manner.2022.

The Company's revenues have historically fluctuated from quarter to quarter due to timing factors such as product shipments to customers, customer order placement, customer buying trends, and changes in the general economic environment. The procurement process regarding plant and project automation, or project development, which usually surrounds the decision to purchase ESTeem products, can be lengthy. This procurement process may involve bid activities unrelated to the ESTeem products, such as additional systems and subcontract work, as well as capital budget considerations on the part of the customer. Because of the complexity of this procurement process, forecasts with regard to the Company's revenues are difficult to predict.

A percentage breakdown of the Company’s market segments of Domestic and Foreign Export sales for the three-first quarter of 2023 and nine-month periods ended September 30, 2022 and 2021 are as follows:

BACKLOG:

As of September 30, 2022,March 31, 2023, the Company had a sales order backlog of $141,066.$162,396. The Company’s customers generally place orders on an "as needed basis". Shipment for most of the Company’s products is generally made within 1 to 5 working days after receipt of customer orders, with the exception of ongoing, scheduled projects, and custom designed equipment.

COST OF SALES:

Cost of sales percentages for the thirdfirst quarters of 2023 and 2022 were 46% and 2021 were 43% and 60%44% of respective net sales.sales and are calculated excluding site support expenses of $4,541 and $6,312 respectively. The cost of sales percentage decreasedincrease in the thirdfirst quarter of 20222023 is the result of the product mix sold during the same quarter of 2021. Cost of sales percentages for the nine-month periods ended September 30, 2022 and 2021 were 44% and 48%. The cost of sales percentage increase in the first nine-months of 2022 is the result of the product mix sold during the same period of 2021.2022.

OPERATING EXPENSES:

Operating expenses for the first quarter of 2023 decreased $6,057 from first quarter of 2022 levels. The following is a delineation of operating expenses:

General and administrative: For the thirdfirst quarter of 2022,2023, general and administrative expenses increased $5,210decreased $11 to $60,785,$84,765, due to decreased payroll related expenses and were offset by increased wagespurchased services when compared with the same quarter of 2022. For the nine-month period, general and administrative expenses decreased by $3,220 to $212,308 due to decreased professional services. General and administrative expenses were 12.5% of sales revenue for the third quarter of 2022 compared to 21.7% in the same period 2021 and 15.4% of sales revenue for nine-month period ended September 30, 2022compared to 18.9% in the same period 2021.

Research and development: Research and development expenses decreased $6,505$17,114 to $40,029$28,663 during the thirdfirst quarter of 20222023 due to decreased expenses related to consultingengineering services when compared with the same quarter of 2021. For the nine-month period, research and development expenses decreased by $21,821 to $131,662, due to decreased prototype build costs. Research and development expenses were 8.2% of sales revenue for the third quarter of 2022 compared to 18.2% in the same period 2021 and 9.6% of sales revenue for nine-month period ending September 30, 2022 compared to 13.5% in the same period 2021.2022.

Marketing and sales: During the thirdfirst quarter of 2022,2023, marketing and sales expenses decreased $18,668increased $11,068 to $104,293$148,227 when compared with the same period of 2021, due to decreased payroll. For the nine-month period, marketing and sales expenses increased by $29,100 to $373,594,2022, due to increased payroll. Marketingpayroll, taxes and sales expenses were 21.4% of sales revenue forbenefits during the thirdfirst quarter of 2022 compared to 48.0% in the same period 2021 and 27.2% of sales revenue for nine-month period ended September 30, 2022 compared to 30.3% in the same period 2021.

2023.

OTHERINTEREST INCOME:

The Company earned $1,373$4,002 in interest income during the quarter ended September 30, 2022 and $2,459 forMarch 31, 2023 compared to $491 during the nine-month period.same period in 2022. Sources of this income were money market accounts and certificates of deposit. During the quarter and nine-months ended September 30, 2021, the Company recognized a gain on forgiveness of debt in the amount of $130,555 and $280,373, respectively, for CARES Act loans.

NET INCOME(LOSS)INCOME (LOSS):

The Company had a net incomeloss of $73,731($92,124) for the thirdfirst quarter of 20222023 compared to a net incomeloss of $8,977($4,961) for the same quarter of 2021. For the nine-month period ended September 30, 2022, the Company recorded net income of $49,614 compared with net income of $160,029 for the same period of 2021.2022. The increase in net incomeloss during 20222023 is the result of increased sales revenues and gross profit.decreased sales.

B.       FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

The Corporation'sCompany's current asset to current liabilities ratio at September 30, 2022March 31, 2023 was 16.013.1:1 compared to 12.78.6:1 at December 31, 2021.2022. The increase in current ratio is due to the decrease ofin accounts payable liability at September 30, 2022March 31, 2023 as compared to December 31, 2021.2022.

At September 30, 2022,March 31, 2023, the Company had cash and cash equivalents of $561,605$592,417 as compared to cash and cash equivalent of $655,616$751,118 at December 31, 2021.2022, primarily reflecting decreases in Accounts Payable and the increase in net loss.

Cash provided fromFor the three-month period ended March 31, 2023, cash used by operating activities decreased by $347,389 for the nine-month period ended September 30, 2022 whenwas $149,701 compared to cash provided of $51,016 for the same period in 2021. The decrease is attributable2022. This change was driven by a net loss of $92,124 during the three months ended March 31, 2023 compared to a decreasenet of $4,961 in net income for the period being $110,415 lower thanthree months ended March 31, 2022. Change in operating assets and liabilities was $57,615 during the same period in 2021. The reduction from the nine-monththree-month period ended September 30, 2021March 31, 2023 compared to $55,866 in the change in accounts receivable and accounts payable balances contributed ($193,850) and ($103,830), respectively, to the decrease.2022.

Net cashCash used infor investing was $250,583$9,000 due to the purchase and rollover of certificates of deposits maturinga new website design for an E-Commerce interface during the nine monthsfirst quarter of 2022. Cash use from financing activities was $5,968, which were payments paid on2023 with the CARES Act loan (round 1).expectations that the website will be completed in April.

In management's opinion, the Company's cash and cash equivalents and other working capital at September 30, 2022March 31, 2023 is sufficient to satisfy requirements for operations, capital expenditures, and other expenditures as may arise during 2022 and through 2023.

FORWARD LOOKING STATEMENTS: The above discussion may contain forward looking statements that involve a number of risks and uncertainties. In addition to the factors discussed above, among other factors that could cause actual results to differ materially are the following: competitive factors such as rival wireless architectures and price pressures; availability of third party component products at reasonable prices; inventory risks due to shifts in market demand and/or price erosion of purchased components; change in product mix, and risk factors that are listed in the Company's reports and registration statements filed with the Securities and Exchange Commission.

OFF-BALANCE SHEET ARRANGEMENTS

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There is no established market for trading the common stock of the Company. The Companymarket for the Company’s common stock is limited, and as such shareholders may have difficulty reselling their shares when desired or at attractive market prices. The Common Stock is not regularly quoted in the automated quotation system of a registered securities system or association. Our common stock, par value $0.001 per share, is quoted on the OTC Markets Group QB (OTCQB) under the symbol “ELST”. The OTCQB is a network of security dealers who buy and sell stock. The dealers are connected by a computer network which provides information on current “bids” and “asks” as well as volume information. The OTCQB is not considered a “national exchange”. The “over-the-counter” quotations do not reflect inter-dealer prices, retail mark-ups commissions or actual transactions. The Company’s common stock has no significant off-balance sheet arrangements thatcontinued to trade in low volumes and at low prices. Some investors view low-priced stocks as unduly speculative and therefore not appropriate candidates for investment. Many institutional investors have internal policies prohibiting the purchase or are reasonably likely to have a current or future effect on our financial condition, changesmaintenance of positions in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to its stockholders.low-priced stocks.

Item 3.4. Controls and Procedures

UnderAn evaluation has been performed under the supervision and with the participation of our management, including our principal executive officerChief Executive Officer and principal financial officer, we conducted an evaluationPrincipal Accounting Officer, of the effectiveness of the design and the operation of our disclosure"disclosure controls and procedures, asprocedures" (as such term is defined underin Rules 13a-14(c) and 15d-14(c)13a-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act),1934) as of September 30, 2022.March 31, 2023. Based on that evaluation, our principal executive officer and our principal financial officer concluded that the design and operation of our disclosure controls and procedures were effective as of September 30, 2022.March 31, 2023.

The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. However, management believes that our system of disclosure controls and procedures are designed to provide a reasonable level of assurance that the objectives of the system will be met.

Changes in Internal Control Over Financial Reporting

During the most recent fiscal quarter, the Company added additional personnel that allows for appropriate segregation of duties. Management has determined that this change toThere have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) mitigatedduring the material weaknessmost recent fiscal quarter that existed and, as such, had a materialhave materially affected, or are reasonably likely to materially affect, on our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Unregistered Sales of Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable

Item 5. Other Information

None.None

Item 6. Exhibits

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ELECTRONIC SYSTEMS TECHNOLOGY, INC.