UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

QUARTERLY Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

For the quarterly period ended December 31, 20172018

Commission File Number I-4383

ESPEY MFG. & ELECTRONICS CORP.

(Exact name of registrant as specified in its charter)

233 Ballston Avenue, Saratoga Springs, New York 12866

(Address of principal executive offices)

518-245-4400

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

SYes     £No

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).

SYes     £No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company:

Indicate by check mark whether the registrant is a shell company.

£Yes     SNo

At February 13, 2018,2019, there were 2,366,5232,399,123 shares outstanding of the registrant's Common stock, $.33-1/3 par value.

ESPEY MFG. & ELECTRONICS CORP.

Quarterly Report on Form 10-Q

I N D E X

PART I: FINANCIAL INFORMATION

ESPEY MFG. & ELECTRONICS CORP.

Balance Sheets

December 31, 20172018 (Unaudited) and June 30, 20172018

The accompanying notes are an integral part of the financial statements.

ESPEY MFG. & ELECTRONICS CORP.

Statements of Comprehensive Income (Unaudited)

Three and Six Months Ended December 31, 20172018 and 20162017

The accompanying notes are an integral part of the financial statements.

ESPEY MFG. & ELECTRONICS CORP.

Statements of Cash Flows (Unaudited)

Six Months Ended December 31, 20172018 and 20162017

The accompanying notes are an integral part of the financial statements.

ESPEY MFG. & ELECTRONICS CORP.

Notes to Financial Statements (Unaudited)

Note 1. Basis of Presentation

In the opinion of management the accompanying unaudited financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the results for such periods. The results for any interim period are not necessarily indicative of the results to be expected for the full fiscal year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, inventories, income taxes, and stock-based compensation. Management bases its estimates on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. These financial statements should be read in conjunction with the Company's most recent audited financial statements included in its report on Form 10-K for the year ended June 30, 2017.2018. Certain reclassifications may have been made to the prior year financial statements to conform to the current year presentation.

Note 2. Investment Securities

ASC 820 establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

The carrying amounts of financial instruments, including cash and cash equivalents, short term investment securities, accounts receivable, accounts payable and accrued expenses, approximated fair value as of December 31, 20172018 and June 30, 20172018 because of the immediate or short-term maturity of these financial instruments.

Investment securities at December 31, 20172018 and June 30, 20172018 consist of certificates of deposit and government and municipal bonds which are classified as available-for-sale securities and have been determined to be level 1 assets. The cost, gross unrealized gains, gross unrealized losses and fair value of available-for-sale securities by major security type at December 31, 20172018 and June 30, 20172018 are as follows:

The portfolio is diversified and highly liquid and primarily consists of investment grade fixed income instruments. At December 31, 2017,2018, the Company did not have any investments in individual securities that have been in a continuous loss position considered to be other than temporary.

As of December 31, 20172018 and June 30, 2017,2018, the remaining contractual maturities of available-for-sale securities were as follows:

Note 3. Net Income per Share

Basic net income per share excludes dilution and is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income of the Company. The computation of weighted-average common shares outstanding, assuming dilution, excluded options to purchase 150,5502,500 and 107,700150,550 shares of our common stock for the three and six months ended December 31, 20172018 and 2016,2017, respectively, as the effect of including them would be anti-dilutive. As Unearnedunearned ESOP shares are released or committed-to-be-released the shares become outstanding for earnings-per-share computations.

Note 4. Stock Based Compensation

The Company follows ASC 718 in establishing standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services, as well as transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. ASC 718 requires that the cost resulting from all share-based payment transactions be recognized in the financial statements based on the fair value of the share-based payment. ASC 718 establishes fair value as the measurement objective in accounting for share-based payment transactions with employees, except for equity instruments held by employee share ownership plans.

Total stock-based compensation expense recognized in the statements of comprehensive income for the three-month periods ended December 31, 2018 and 2017 was $40,504 and 2016 was $29,048, and $29,715, respectively, before income taxes. The related total deferred tax benefits were approximately $1,602$2,246 and $2,359$1,602 for the same periods. Total stock-based compensation expense recognized in the statements of comprehensive income for the six-month periods ended December, 31,2018 and 2017, was $77,876 and 2016, was $50,470, and $53,048, respectively, before income taxes. The related total deferred tax benefit wasbenefits were approximately $2,771$4,280 and $4,124$2,771 for the same periods. ASC 718 requires the tax benefits resulting from tax deductions in excess of the compensation cost recognized for those options to be classified and reported as both an operating cash outflow and a financing cash inflow.

As of December 31, 2017,2018, there was approximately $189,343$292,100 of unrecognized compensation cost related to stock option awards that is expected to be recognized as expense over the next 2.00 years. The total deferred tax benefit related to these awards is expected to be approximately $10,772.$16,128.

The Company has one employee stock option plan under which options or stock awards may be granted, the 2017 Stock OptionsOption and Restricted Stock Plan (the "2017 Plan"), approved by the Company's shareholders at the Company's Annual Meeting on December 1, 2017.. The Board of Directors may grant options to acquire shares of common stock to employees and non-employee directors of the Company at the fair market value of the common stock on the date of grant. The maximum aggregate number of shares of Common Stock subject to options or awards to non-employee directors is 133,000 and the maximum aggregate number of shares of Common Stock subject to options or awards granted to non-employee directors during any single fiscal year is the lesser of 13,300 and 33 1/3% of the total number of shares subject to options or awards granted in such fiscal year. The maximum number of shares subject to options or awards granted to any individual employee may not exceed 15,000 in a fiscal year. Generally, options granted have a two-year vesting period based on two years of continuous service and have a ten-year contractual life. Option grants provide for accelerated vesting if there is a change in control. Shares issued upon the exercise of options are from those held in Treasury. Options covering 400,000 shares are authorized for issuance under the 2017 plan, of which 51,515109,804 have been granted as of December 31, 2017.2018. While no further grants of options may be made under the Company’s 2007 Stock OptionsOption and Restricted Stock Plan, which expired on August 16, 2017, as of December 31, 2017, 196,5502018, 161,650 options were outstanding under such plan of which 154,650 are all vested and exercisable.

ASC 718 requires the use of a valuation model to calculate the fair value of stock-based awards. The Company has elected to use the Black-Scholes option valuation model, which incorporates various assumptions including those for dividend yield, volatility, expected life and interest rates.

The table below outlines the weighted average assumptions that the Company used to calculate the fair value of each option award for the six months ended December 31, 20172018 and 2016.2017.

The Company declares regular dividends quarterly and declared and paid regular cash dividends totalingof $0.50 per share and a special cash dividend of $1.00 per share for the six months ended December 31, 2018. The company declared and paid regular cash dividends of $0.50 per share for the six months ended December 31, 2017 and 2016. Our Board of Directors assesses the Company’s dividend policy periodically. There is no assurance that the Board of Directors will maintain the amount of the regular cash dividend.2017. Expected stock price volatility is based on the historical volatility of the Company’s stock. The risk-free interest rate is based on the implied yield available on U.S. Treasury issues with an equivalent term approximating the expected life of the options. The expected option life (in years) represents the estimated period of time until exercise and is based on actual historical experience.

The following table summarizes stock option activity during the six months ended December 31, 2017:2018:

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between the closing sale price of the Company’s common stock as reported on the NYSE MKTAmerican on December 31, 20172018 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders if all option holders had exercised their options on December 31, 2017.2018. This amount changes based on the fair market value of the Company’s common stock. The total intrinsic values of the options exercised during the six months ended December 31, 2018 and 2017 were $64,420 and 2016 were $0, and $15,189, respectively.

The following table summarizes changes in non-vested stock options during the six months ended December 31, 2017:2018:

Note 5. Commitments and Contingencies

The Company at certain timesfrom time to time, enters into standby letters of credit agreements with financial institutions primarily relating to the guarantee of future performance on certain contracts. Contingent liabilities on outstanding standby letters of credit agreements aggregated to zero at December 31, 20172018 and June 30, 2017.2018. The Company, as a U.S. Government contractor, is subject to audits, reviews, and investigations by the U.S. Government related to its negotiation and performance of government contracts and its accounting for such contracts. Failure to comply with applicable U.S. Government standards by a contractor may result in suspension from eligibility for award of any new government contract and a guilty plea or conviction may result in debarment from eligibility for awards. The government may, in certain cases, also terminate existing contracts, recover damages, and impose other sanctions and penalties. As a result of contract audits the Company will determine a range of possible outcomes and in accordance with ASC 450 “Contingencies” the Company will accrue amounts within a range that appears to be its best estimate of a possible outcome. Adjustments are made to accruals, if any, periodically based on current information.

We are party to various litigation matters and claims arising from time to time in the ordinary course of business. While the results of such matters cannot be predicted with certainty, we believe that the final outcome of such matters will not have a material adverse effect on our business, financial condition, results of operations or cash flows.

Note 6. Recently Issued Accounting Standards

In May 2014, the FASB issued ASU No. 2014-09,

Recent Accounting Pronouncements Adopted

Effective July 1, 2018, we adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC) 606 “Revenue from Contracts with Customers,”Customers”, which supersedes nearly all existing revenue recognition guidance under U.S. GAAP.  The core principle of ASU No. 2014-09 isrequires entities to recognize revenues when promised goodsassess the products or services arepromised in contracts with customers at contract inception to determine the appropriate unit at which to record revenues.  Revenue is recognized when control of the promised products or services is transferred to customers inat an amount that reflects the consideration to which anthe entity expects to be entitled to in exchange for those goodsproducts or services. ASU No. 2014-09 definesWe adopted ASC 606 using the modified retrospective method, which means, using the allowed practical expedient, we applied the new standard to open contracts at June 30, 2018.  We reviewed remaining obligations as of the effective date and determined no adjustment was required to the opening balance of retained earnings.  Under the modified retrospective method, prior period revenue is not restated for comparative periods.  As a five step processresult of the adoption, we reclassified customer advance payments from inventory to achieve this core principlecontract liabilities.  Contract liabilities were $6,054 and $102,924 as of December 31, 2018 and June 30, 2018, respectively.  The decrease in contract liabilities is due to the recognition of revenue related to certain amounts previously collected and included in contract liabilities. The company used the practical expedient to expense incremental costs incurred to obtain a contract when the contract term is less than one year.

Significant judgment is required in determining the satisfaction of performance obligations.  Revenues from our performance obligations are satisfied over time using the output method which considers the appraisal of results achieved and milestones reached or units delivered based on contractual shipment terms, typically shipping point.  Revenue is recognized when the customer takes control of the product or services.  The output method best depicts the transfer of control to the customer as the output method represents work completed. Control is typically transferred to the customer at shipping point as the company has a present right to payment, the customer has legal title to the asset, the customer has the significant risks and rewards of ownership of the asset, and in doing so, more judgmentmost instances the customer has accepted the asset.

Total revenue recognized for the three and estimates maysix months ended December 31, 2018 based on units delivered totaled $6,020,415 and $12,873,185, respectively, compared to $10,403,395 and $17,470,048 for the same periods in 2017.  Total revenue recognized for the three and six months ended December 31, 2018 based on milestones achieved totaled $1,282,694 and $2,767,323, respectively, compared to $1,127,710 and $1,557,480 for the same periods in 2017.

The company offers a standard one-year product warranty. Product warranties offered by the company are classified as assurance-type warranties, which means, the warranty only guarantees that the good or service functions as promised. Based on this, the provided warranty is not considered to be a distinct performance obligation.  The impact of variable consideration has been considered but none identified which would be required withinto be allocated to the revenue recognition process thantransaction price as of December 31, 2018.  Our payment terms are requiredgenerally 30-60 days. 

The company estimates that approximately $11.5 million of the company’s backlog at December 31, 2018 will be recognized after December 31, 2019.   Estimated shipments of this backlog are expected in the following fiscal years: 40% in 2020; 38% in 2021, and 22% in 2022.

Prior to the adoption of ASC 606, we recognized the majority of our revenues in accordance with ASC Topic 605 “Revenue Recognition”.  Under this method, product sales were recognized based upon the terms which transferred title and risk of loss at a specified location, typically the shipping point, and sales under existing U.S. GAAP.development contracts, were recognized using the milestone method of accounting.

Recent Accounting Pronouncements Not Yet Adopted

In subsequent periods, the FASB issued additional ASUs intended to clarify specific aspects related to the interpretation and implementation of ASU No. 2014-09. In March 2016,February 2018, the FASB issued ASU No. 2016-08, “Revenue2018-02, “Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Contracts with Customers – Principal versus Agent Considerations (Reporting Revenue Gross versus Net)” to provideAccumulated Other Comprehensive Income”. Under current accounting guidance, on principal versus agent considerations by an entity as discussedthe income tax effects for changes in ASU No. 2014-09. ASU No. 2016-08 provides criteria to be assessed by an entity when determining whether it is the principal or agentincome tax rates and certain other transactions are recognized in relation to the goods or services which the company is contractually obligated to provide to the customer. Among these considerations are; identifying the unit of account at which the entity should assess whether it is a principal or an agent, identifying the nature of the good or service provided to the customer; applying the control principle to certain types of transactions; and, interaction of the control principle with the indicators provided to assistincome from continuing operations resulting in the principle versus agent evaluation. In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers – (Topic 606): Identifying Performance Obligations and Licensing” to provide implementation guidance related to the necessary judgements requiredincome tax effects recognized in identifying performance obligations of a contract and guidance related to recognition of licensing revenues. In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers – (Topic 606): Narrow-Scope Improvements and Practical Expedients” to provide guidance related to the implementation of ASU No. 2014-09 in the following areas; assessing collectability for contractsAccumulated Other Comprehensive Income that do not meet Step 1reflect the current tax rate of revenue recognition, presentationthe entity (“stranded tax effects”). The new guidance allows the Company the option to reclassify these stranded tax effects to retained earnings that relate to the change in the federal tax rate resulting from the passage of sales taxes, noncash consideration, contract modifications at transition,the Tax Cuts and completed contracts at transition.

These standards areJobs Act (the “Tax Act”). This update is effective for annual periodsfiscal years beginning after December 15, 2017, and2018, including interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU No. 2014-09 recognized at the date of adoption (which includes additional footnote disclosures).  Earlyand early adoption is permitted for annual periods beginning after December 15, 2016 and interim periods therein. We are continuing to evaluate the impact of our pending adoption of ASU No. 2014-09, which we do not expect to have a material impact on the Company’s financial statements upon adoption. The company expects to use the modified retrospective method when adopting the standard beginning July 1, 2018.

In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes”. The guidance requires the classification of deferred tax assets and liabilities as non-current in a classified balance sheet. The current requirement that deferred tax assets and liabilities of a tax-paying component of an entity be offset and presented as a single amount is not affected by this update. We adopted ASU 2015-17 during the first quarter of fiscal year 2018 on a prospective basis. Prior periods were not retrospectively adjusted. Accordingly, for the six-month period ended December 31, 2017 we decreased current deferred tax assets by $301,447 and decreased noncurrent deferred tax liabilities by $211,482; the net reclassification of which increased noncurrent deferred tax assets by $89,965. Adoption of ASU No. 2015-17 for the prior period presented would have the following impact on the Company’s financial statements for June 30, 2017; a decrease in current assets of $317,559, a decrease in non-current liabilities of $220,571 and an increase in non-current assets of $96,988.

In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. The amendments in this Update address certain aspects of recognition, measurement, presentation and disclosure of financial instruments (primarily equity securities) in order to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information. ASU No. 2016-01 will be effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods.permitted. The Company is evaluating the impact that ASU No. 2016-012018-02 will have on the Company's financial statements.

In March 2016,August 2018, the FASB issued ASU No. 2016-09, “Compensation2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Stock Compensation (Topic 718): ImprovementsChanges to Employee Share-Based Payment Accounting”. The areasthe Disclosure Requirements for simplification in this update involve several aspectsFair Value Measurement.”  This ASU is part of the accounting for share-based payment transactions, includingFASB’s larger disclosure framework project intended to improve the income tax consequences, classificationeffectiveness of awards as either equity or liabilities, and classification on thefinancial statement of cash flows. We adoptedfootnote disclosure.  ASU 2016-09 during the first quarter of fiscal year 2018 on a prospective basis. We have elected2018-13 modifies required fair value disclosures related primarily to follow an accounting policy to estimate the number of awards that are expected to vest (consistent withlevel 3 investments.  This ASU and prior GAAP). Adoption of ASU No. 2016-09 did not and is not expected to have a material impact on the Company’s financial statements.

In March 2017, the FASB issued ASU No. 2017-08, “Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities”. The amendments in this Update shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. ASU No. 2017-08 will be effective for annual periods beginning after December 15, 2018,2019 and interim periods within those annual periods.  The Companyadoption of ASU 2018-13 is evaluating the impact that ASU No. 2017-08 willnot expected to have a material effect on the Company'sCompany’s consolidated financial statements.position, results of operations, and cash flows.

Note 7. Employee Stock Ownership Plan

The Company sponsors a leveraged employee stock ownership plan (the "ESOP") that covers all non-unionnonunion employees who work 1,000 or more hours per year and are employed on June 30. The Company makes annual contributions to the ESOP equal to the ESOP's debt service less dividends on unallocated shares received by the ESOP. All dividends on unallocated shares received by the ESOP are used to pay debt service. Dividends on allocated ESOP shares are recorded as a reduction of retained earnings. As the debt is repaid, shares are released and allocated to active employees, based on the proportion of debt service paid in the year. The Company accounts for its ESOP in accordance with FASB ASC 718-40. Accordingly, the shares purchased by the ESOP are reported as Unearned ESOP shares in the statement of financial position. As shares are released or committed-to-be-released, the Company reports compensation expense equal to the current average market price of the shares, and the shares become outstanding for earnings-per-share (EPS) computations. ESOP compensation expense was $89,578$102,448 and $108,167$89,578 for the three-month periods ended December 31, 20172018 and 2016,2017, respectively. ESOP compensation expense was $179,038$203,809 and $216,876$179,038 for the six-month periods ended December 31, 20172018 and 2016,2017, respectively.

The ESOP shares as of December 31, 20172018 and 20162017 were as follows:

The Company may at times be required to repurchase shares at the ESOP participants’ request at the fair market value. During the three and six months ended December 31, 2018 the Company did not repurchase any shares held by the ESOP. During the three and six months ended December 31, 2017 the Company repurchased 4,798 shares previously held in the ESOP for $109,694. During

The ESOP allows for eligible participants to take whole share distributions from the three andplan on specific dates in accordance with the provision of the plan.  Share distributions from the ESOP during the six months ended December 31, 2016 the Company repurchased 1,663 shares previously held in the ESOP for $44,335.2018 and 2017 totaled 17,279 and 8,103, respectively.

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

Overview

Espey Mfg. & Electronics Corp. (“Espey”) is a power electronics design and original equipment manufacturing (OEM) company with a long history of developing and delivering highly reliable products for use in military and severe environment applications. Design, manufacturing, and testing is performed in our 150,000+ square foot facility located at 233 Ballston Ave, Saratoga Springs, New York. Espey is classified as a “smaller reporting company” for purposes of the reporting requirements under the Securities Exchange Act of 1934, as amended. Espey’s common stock is publicly-traded on the NYSE MKTAmerican under the symbol “ESP.”

Espey began operations after incorporation in New York in 1928. We strive to remain competitive as a leader in high power energy conversion and transformer solutions through the design and manufacture of new and improved products by using advanced and “cutting edge” electronics technologies.

Espey is ISO 9001:2015 and AS9100:2016 certified. Our primary products are power supplies, power converters, filters, power transformers, magnetic components, power distribution equipment, UPS systems, antennas and high power radar systems. The applications of these products include AC and DC locomotives, shipboard power, shipboard radar, airborne power, ground-based radar, and ground mobile power.

Espey services include design and development to specification, build to print, design services, design studies, environmental testing services, metal fabrication, painting services, and development of automatic testing equipment. Espey is vertically integrated, meaning that the Company produces individual components (including inductors), populates printed circuit boards, fabricates metalwork, paints, wires, qualifies, and fully tests items, mechanically, electrically and environmentally, in house. Portions of the manufacturing and testing process are subcontracted to vendors from time to time.

The Company markets its products primarily through its own direct sales organization and through outside sales representatives. Business is solicited from large industrial manufacturers and defense companies, the government of the United States, foreign governments and major foreign electronic equipment companies. In certain countries the Company has external sales representatives to help solicit and coordinate foreign contracts. Espey is also on the eligible list of contractors with the United States Department of Defense. We pursue opportunities for prime contracts directly with the Department of Defense and are generally is automatically solicited by Department of Defense Department procurement agencies for their needs falling within the major classes of products produced by the Company. In addition, the Company directly pursues opportunities from the United States Department of Defense for prime contracts. Espey contracts with the Federal Government under cage code 20950 as Espey Mfg. & Electronics Corp.

There is competition in all classes of products manufactured by the Company, ranging from divisions of the largest electronic companies, as well asto many small companies. The Company's sales do not represent a significant share of the industry's market for any class of its products. The principal methods of competition for electronic products of both a military and industrial nature include, among other factors, price, product performance, the experience of the particular company and history of its dealings in such products.

Our business is not seasonal. However, the concentration of our business in the rail industry, and in equipment for military applications and industrial applications, and our customer concentrations expose us to on-going associated risks. These risks include, without limitation, requirements for power supplies in the rail industry, dependence on appropriations from the United States Government and the governments of foreign nations, program allocations, and the potential of governmental termination of orders for convenience, and the general strength of the industry sectors in which our customers transact business.

Uncertainty in federal defense spending and future procurement needs supporting the rail industry continues to drive competition. Many of our competitors continue to invest aggressively in upfront product design costs and lower profit margins as a strategic means of maintaining existing business and enhancing market share at the expense of lower profits. This has put pressure on the pricing of our current products and lowering margins on new business. For the past several years, in

In order to compete effectively for new business, in some cases we have invested in upfront design costs, thereby reducing initial profitability as a means of procuring new long-term programs. Accordingly,As part of our strategy, we adjust our pricing strategy in order to achieve a balance which enables us both to retain repeat programs while being more competitive in bidding on new programs.

In order to maintain a balanced business, we are continuing to place an emphasis on securing “build to print” opportunities, which will allow production work to go directly to the manufacturing floor, limiting the impact on our engineering staff. This effort will keep our manufacturing team busy while the products being developed transition to production.

The total backlog at December 31, 20172018 was approximately $38.4$45.8 million, which includes $19.0included $24.0 million from three significant customers, compared to $38.2$38.4 million at December 31, 20162017, which included $21.8$19.0 million from twothree significant customers. The Company’s total backlog represents the estimated remaining sales value of work to be performed under firm contracts. The funded portion of this backlog at December 31, 20172018 is approximately $33.4$42.9 million. This includes items that have been authorized and appropriated by Congress and/or funded by the customer. The unfunded backlog at December 31, 20172018 is approximately $5.0$2.9 million and represents a firm multi-year order for which funding has not yet been appropriated by Congress or funded by our customer. While there is no guarantee that future budgets and appropriations will provide funding for a given program,individual programs, management has included in unfunded backlog only those programs that it believes are likely to receive funding based on discussions with customers and program status. The unfunded backlog was fully funded at December 31, 2016.2017 was $5.0 million. For both fiscal periods ended 2018 and 2017, the unfunded backlog is comprised primarily of the same multi-year order from a single customer.

Successful conversion of engineering program backlog into sales is largely dependent on the execution and completion of our engineering design efforts.   It is not uncommon to experience technical or scheduling delays which arise from time to time as a result of, among other reasons, design complexity, the availability of personnel with the requisite expertise, and the requirements to obtain customer approval at various milestones.  Cost overruns which may arise from technical and schedule delays could negatively impact the timing of the conversion of backlog into sales, or the profitability of such sales.  While recently, we have been experiencing some technical and schedule delays with our major development programs, these delays are being resolved as they arise and we do not currently expect any negative impact on our customer order fulfillment projections for fiscal year 2019. Engineering programs in both the funded and unfunded portions of the current backlog aggregate $6.7 million. 

Management expects revenues in fiscal year 20182019 to be higher than revenues during fiscal year 2017.2018 but expects the gross profit margin to be lower in fiscal year 2019 than the gross profit margin during fiscal year 2018. This expectation is driven primarily by lower profit margin orders already in theour backlog and due to the commencement of shipments on a significant military contract from the Federal Government for a power supply we designed in-house and was qualified by the applicable government agencythat will be shipped in the later part ofcurrent fiscal year 2017.year. As market factors including competition and product costs impact gross profit margins, management will continue to evaluate our sales strategy, employment levels, and facility costs.

New orders received in the first six months of fiscal year 20182019 were approximately $14.3$13.4 million as compared to $10.9$14.3 million of new orders received in the first six months of fiscal year 2017.2018. It is presently anticipated that a minimum of $13.5$24.4 million of orders comprising the December 31, 20172018 backlog will be filled during the fiscal year ending June 30, 2018.2019. The minimum of $13.5$24.4 million does not include any shipments, which may be made against orders subsequently received during the fiscal year ending June 30, 2018.2019. The estimate of the December 31, 20172018 backlog to be shipped in fiscal year 20182019 is subject to future events, which may cause the amount of the backlog actually shipped to differ from such estimate.

In addition to the backlog, the Company currently has outstanding opportunities representing in excess of $69approximately $60.0 million in the aggregate as of January 30, 201831, 2019 for both repeat and new programs.The outstanding quotations encompass various new and previously manufactured power supplies, transformers, and subassemblies. However, there can be no assurance that the Company will acquire any of the anticipated orders described above, many of which are subject to allocations of the United States defense spending and factors affecting the defense industry.

A significant portion of the Company’s business is the production of military and industrial electronic equipment for use by the U.S. and foreign governments and certain industrial customers. Net sales to threetwo significant customers represented 63.2%49.4% of the Company’s total sales for the three-month period ended December 31, 20172018 and net sales to twothree significant customers represented 38.4%63.2% of the Company's total sales for the three-month period ended December 31, 2016.2017. Net sales to two significant customers represented 61.0%54.4% and 42.6%61.0% of the Company’s total sales for the six-month periodsperiod ended December 31, 20172018 and 2016,2017, respectively. This high concentration level with these customers presents significant risk. A loss of one of these customers or programs related to these customers could significantly impact the Company. Historically, a small number of customers have accounted for a large percentage of the Company’s total sales in any given fiscal year. Management continues to pursue opportunities with current and new customers with an overall objective of lowering the concentration of sales and mitigating excessive reliance upon a single major product of a particular program or minimizing the impact of the loss of a single significant customer.

Critical Accounting Policies and Estimates

Management believes our most critical accounting policies include revenue recognition and cost estimation on our contracts.

A significant portion

Revenue

The majority of our businessnet sales is comprisedgenerated from contracts with industrial manufacturers and defense companies, the Department of Defense, other agencies of the government of the United States and foreign governments for the design, development and/or manufacture of products. Contracts may be long-term in nature. We provide our products and productiondesign and development services under fixed-price contracts. Generally revenues on long-termUnder fixed-price contracts we agree to perform the specified work for a pre-determined price. To the extent our actual costs vary from the estimates upon which the price was negotiated, we will generate more or less profit or could incur a loss.

We account for a contract after it has been approved by all parties to the arrangement, the rights of the parties are recordedidentified, payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. We assess each contract at its inception to determine whether it should be combined with other contracts. When making this determination, we consider factors such as whether two or more contracts were negotiated and executed at or near the same time, or were negotiated with an overall profit objective.

We evaluate the products or services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligation. Significant judgment is required in determining performance obligations. We determine the transaction price for each contract based on the consideration we expect to receive for the products or services being provided under the contract. The transaction price for each performance obligation is based on the estimated standalone selling price of the product or service underlying each performance obligation. Transaction prices on our contracts subject to the Federal Acquisition Regulations (FAR) are typically based on estimated costs plus a percentagereasonable profit margin.

We recognize revenue using the output method based on the appraisal of completion basis usingresults achieved and milestones reached or units of delivery as the measurement basis for progress toward completion.delivered based on contractual shipment terms, typically shipping point.

Percentage of completion accounting requires judgment relative

Inventory

Inventoried work relating to expected sales, estimating costscontracts in process and making assumptions relatedwork in process is valued at actual production cost, including factory overhead incurred to technical issues and delivery schedules.date. Contract costs include material, subcontract costs, labor, and an allocation of overhead costs. Work in process represents spare units and parts and other inventory items acquired or produced to service units previously sold or to meet anticipated future orders. Provision for losses on contracts is made when the existence of such losses becomes probable and estimable.  The provision for losses on contracts is included in other accrued expenses on the Company’s balance sheet.  The costs attributed to units delivered under contracts are based on the estimated average cost of all units expected to be produced.  Certain contracts are expected to extend beyond twelve months.

The estimation of total cost at completion of a contract is subject to numerous variables involving contract costs and estimates as to the length of time to complete the contract.  Given the significance of the estimation processes and judgments described above, it is possible that materially different amounts of expected sales and contract costs could be recorded if different assumptions were used, based on changes in circumstances, in the estimation process.  When a change in expected sales value or estimated cost is determined, changes are reflected in current period earnings.

Contract Liabilities

Contract liabilities include advance payments and billings in excess of revenue recognized.

Results of Operations

Net sales increaseddecreased for the three months ended December 31, 20172018 to $11,531,105$7,303,109 as compared to $5,667,624$11,531,105 for the same period in 2016.2017. Net sales for the six months ended December 31, 2017 increased2018 decreased to $19,027,528$15,640,508 as compared to $11,736,308$19,027,528 for the same period in 2016.2017. For the three and six months ended December 31, 2017,2018, the increasedecline in net sales is primarily due to an increasea decrease in power supply sales resulting from the commencement of shipments on a new significantspecific military contract and a decrease in shipments supporting the rail industry. For the six months ended December 31, 2018, the decrease in net sales is primarily due to the timing of power supply shipments related to a specific military contract which had significant shipments in the currentprior fiscal year. This increase wasyear, offset in part by a decreasean increase in magnetic shipmentsbuild to print sales. This decline in both periods is largely due to timing of shipments based on customer contractual delivery dates and shipments that have not been made due to engineering design changes required to meet customer requirements, certain supplier product non-conformances and an increase in lead times for certain electronic components due to industry shortages and volatility within the timingpower electronics industry. We are currently working closely with our customers and completion of specific contracts.suppliers to execute on our current past due deliveries and we do not expect this situation to impact future business.

ForGross profits for the three months ended December 31, 2018 and 2017 were $1,516,235 and 2016, gross profits were $3,075,598, and $1,080,145, respectively. Gross profit as a percentage of sales was 26.7%20.8% and 19.1%26.7%, for the three months ended December 31, 2017 and 2016,same periods, respectively. For the six months ended December 31, 20172018 and 2016,2017, gross profits were $4,536,752$2,509,169 and $2,423,892,$4,536,752, respectively. Gross profit as a percentage of sales was 23.8%16.0% and 20.7%23.8%, for the six months ended December 31, 2017 and 2016,same periods, respectively. The primary factors in determining the change in gross profit and net income are overall sales levels and product mix. The gross profits on mature products and build to print contracts are typically higher as compared to products which are still in the engineering development stage or in early stages of production. In the case of the latter, the Company can incur what it refers to as “loss contracts,” meaning engineering design contracts in which the Company invests with the objective of developing future product sales. In any given accounting period the mix of product shipments between higher margin programs and less mature programs, and expenditures associated with loss contracts, has a significant impact on gross profit and net income. The gross profit percentage increaseddecreased in the three and six months ended December 31, 20172018 as compared to the same period in 20162017 primarily due to product mix and a decrease in expendituresthe impact of incurred spending related to a specific engineering design investments.contract. This increase in spending reduced the gross profit percentage by 7.2% and 8.0% for the three and six month periods, respectively.

Selling, general and administrative expenses were $982,370$1,295,687 for the three months ended December 31, 2017;2018; an increase of $231,989,$313,317, compared to the three months ended December 31, 2016.2017. Selling, general and administrative expenses were $1,861,190$2,305,231 for the six months ended December 31, 2017;2018; an increase of $338,143$444,041 compared to the six months ended December 31, 2016.2017. The increase for the three and six months ended December 31, 20172018 as compared to the same period in 20162017 relates primarily to the increase in employee compensation costs associated with added program management personnel supporting the Company’s sales backlog, professional services, outside selling expensesand other miscellaneous expenses. The increase for the six months ended December 31, 2018 as compared to the same period in 2017 relates primarily to the increases described for the three month period, however, for the six-month period ended December 31, 2018, the increases were offset, in part, by a reduction in travel, and incurred for outside sales representatives, and freight due to an increase in shipments.marketing costs.

Other income for the three months ended December 31, 2018 and 2017 was $53,361 and 2016, was $43,289, and $18,655, respectively. Other income for the six months ended December 31, 2018 and 2017 was $129,432 and 2016, was $84,685, and $37,678, respectively. The increase for the three and six months is primarily due an increase in interest income resulting from the gradual increase in current yield percentages earned on investment securities. Interest income is a function of the level of investments and investment strategies which generally tend to be conservative.   

The Company’s effective tax rates for the three and six months ended December 31, 2017,2018, were 24.4%20.5% and 25.5%16.2%, respectively, compared to 29.9%24.4% and 29.2%25.5% for the three and six months ended December 31, 2016.2017. The statutory tax rate was reduced from 34% to 21% under the Tax Cuts and Jobs Act (the “Tax Act’) effective on January 1, 2018. The effective tax rate in fiscal 2019 is less than the statutory tax rate mainly due to the benefit derived from the ESOP dividends paid on allocated shares and for the tax benefit received in the first quarter of fiscal 2019 from the exercise of stock options. The effective tax rate in fiscal 2018 is less than the statutory tax rate mainly due to the benefit the Company receivesreceived on its “qualified production activities” under The American Jobs Creation Act of 2004 which expired after the end of fiscal 2018 and the benefit derived from the ESOP dividends paid on allocated shares. The Company’s effective tax rate for the three and six months ended December 31, 2017 uses a blended statutory tax rate which factors the reduction in the corporate statutory tax rate authorized under the Tax Cuts and Jobs Act (the “Tax Act”) effective on January 1, 2018. The Company remeasured certain U.S. deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%, and provisionally recorded a net income tax expense of $35,200 related to the remeasurement in the second quarter of fiscal year 2018. The Company is still analyzing certain aspects of the Tax Act and refining its calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts.

Net income for the three months ended December 31, 2017,2018, was $1,614,871$217,758 or $0.69$0.09 per share both basic and diluted, respectively compared to $244,079$1,614,871 or $0.11$0.69 per share both basic and diluted, for the three months ended December 31, 2016.2017. Net income for the six months ended December 31, 2017,2018, was $2,057,635$279,430 or $0.88$0.12 per share both basic and diluted compared to $664,904$2,057,635 or $0.29$0.88 per share both basic and diluted for the six months ended December 31, 2016.2017. The increasedecrease in net income per share for the three and six months ended December 31, 2017 compared to the same period in 20162018 was mainly due to highlower sales, lower gross profit resulting from higher sales and higher gross profit percentage resulting from product mix and the decrease in expenditures related to engineering design investments made by the company. In addition, net income per share increased due to the reduction in the Company’s effective tax rate as discussed above. The increase was offset, in part, by an increase in selling, general and administrative expenses.expenses when compared to the same periods in 2017 as discussed above. These decreases were mitigated, in part, by an increase in investment income and a reduction in income taxes resulting primarily from the decrease in the Company’s effective tax rate resulting from the decrease in the statutory tax rate effective January 1, 2018.

Liquidity and Capital Resources

The Company's working capital is an appropriate indicator of the liquidity of its business, and during the past two fiscal years, the Company, when possible, has funded all of its operations with cash flows resulting from operating activities and when necessary from its existing cash and investments. The Company did not borrow any funds during the last two fiscal years. Management has available a $3,000,000 line of credit to help fund further growth or working capital and letter of credit needs, if necessary, but does not anticipate the need for any borrowed funds in the foreseeable future. Contingent liabilities on outstanding standby letters of credit agreements aggregated to zero at December 31, 20172018 and 2016.

2017. The line of credit is reviewed annually in November for renewal by December 1^st.

The Company's working capital as of December 31, 20172018 and 20162017 was approximately $26.7 million and $30.4 million, respectively. During the three and $29.9 million, respectively.six-month period ended December 31, 2018, the Company did not repurchase any shares of its common stock from the Company’s Employee Retirement Plan and Trust (“ESOP”). During the three and six-months ended December 31, 2017 the Company repurchased 4,798 shares of its common stock from the Company’s Employee Retirement Plan and Trust (“ESOP”)ESOP for a purchase price of $109,694. During the three and six months ended December 31, 2016 the Company repurchased 1,663 shares of its common stock from the ESOP for a purchase price of $44,335. Under existing authorizations from the Company's Board of Directors, as of December 31, 2017,2018, management is authorized to purchase an additional $876,297 of Company stock.

The table below presents the summary of cash flow information for the fiscal years indicated:

Net cash provided byused in operating activities fluctuates between periods primarily as a result of differences in sales and net income, provisionsprovision for income taxes, the timing of the collection of accounts receivable, purchase of inventory, and payment of accounts payable. The decreaseincrease in cash provided byused in operating activities in the first six months of fiscal year 2018 compared to the prior periodyear primarily relates primarily to ana decrease in net income and income tax payable and the increase in inventories attributed to the sales volume and backlog increases offset, in part, by a decrease in prepaid expenses and other current assets, the collection of trade receivables and the increase in accounts receivable, a decrease in inventories, and an increase in net income resulting from higher salespayable. Net cash provided by investing activities increased in the current period. Net cash used in investing activities was less in the first six months of fiscal yearended December 31, 2018 as compared to the priorsame period in 2017 is primarily due to an increase in maturing investments offset, in part, by an increase in spending for the purchase of a single significant security in the prior period. Cash used in financing activities consists primarily of dividend payments on common stockproperty, plant and the company’s purchase and issuance of treasury stock.equipment. The increase in cash used in financing activities in the current period is dueprimarily related to the fact that more shares were purchased fromcash expended for the Company’s ESOPspecial dividend totaling $1.00 per share declared and paid in the first six months of fiscal year 2018 as compared to the same period2019 offset, in 2017. In addition, nopart, by proceeds received from the exercise of stock options were received during the first six months ended December 31, 2017 when compared with the same period in 2016.current fiscal year.

The Company currently believes that the cash flow generated from operations and when necessary, from cash and cash equivalents will be sufficient to meet its long-term funding requirements for the foreseeable future.

During the six months ended December 31, 20172018 and 2016,2017, the Company expended $185,190$354,933 and $223,211,$185,190, respectively, for plant improvements and new equipment. The Company has budgeted approximately $2.5 million$750,000 for new equipment and plant improvements in fiscal year 2018. As of December 31, 2017, purchase commitments for plant improvements and new equipment totaled $480,000.2019. Management anticipates that the funds required will be available from current operations.

Management also believes that the Company's reserve for bad debts of $3,000 is adequate given the customers with whom the Company does business. Historically, bad debt expense has been minimal.

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE

SECURITIES LITIGATION REFORM ACT OF 1995

This report contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The terms "believe," "anticipate," "intend," "goal," "expect," and similar expressions may identify forward-looking statements. These forward-looking statements represent the Company's current expectations or beliefs concerning future events. The matters covered by these statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements, including the Company's dependence on timely development, introduction and customer acceptance of new products, the impact of competition and price erosion, supply and manufacturing constraints, potential new orders from customers, the impact of cyber or other security threats or other disruptions to our business, and other risks and uncertainties. The foregoing list should not be construed as exhaustive, and the Company disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is a smaller reporting company as defined under Securities and Exchange Commission Rule 12b-2. Pursuant to the exemption available to smaller reporting company issuers under Item 305 of Regulation S-K, quantitative and qualitative disclosures about market risk, the Company is not required to provide the information for this item.

Item 4. Controls and Procedures

(a) The Company's management, with the participation of the Company's chief executive officer and chief financial officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

(b) There have been no changes in our internal controls over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II: Other Information and Signatures

NoneWe are party to various litigation matters and claims arising from time to time in the ordinary course of business.  While the results of such matters cannot be predicted with certainty, we believe that the final outcome of such matters will not have a material adverse effect on our business, financial condition, results of operations or cash flows.  

None

Not applicable

None

S I G N A T U R E S

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: February 13, 2018

2019