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 June 30, 2023March 31, 2024
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
From ________________ to ________________
ELECTRONIC SYSTEMS TECHNOLOGY, INCINC.
(Exact name of registrant as specified in its charter)
Washington | 000-27793 | 91-1238077 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
415 N. Roosevelt St. STE B1 Kennewick WA | 99336 | |
(Address of principal executive offices) | (Zip Code) |
((509)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:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
Common Stock, $0.001 par value | ELST | OTCQB |
Indicate by check mark whether the registrant (1) has filed all documents and reports required to be filed by Sections 13 or☐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. Yes x☒ 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).
Yes x☒No ¨☐
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:
Large Accelerated Filer ☐ | Accelerated Filer ☐ |
Non-Accelerated Filer ☒ | Small Reporting Company ☒ Emerging Growth Company ☐ |
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨☐ No No☒x
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of July 26, 2023,April, 18 2024, the number of the Company's shares of Common Stockcommon stock par value $0.001, outstanding was .
PART I
FINANCIAL INFORMATION
Item 1. Financial StatementsStatements.
ELECTRONIC SYSTEMS TECHNOLOGY, INC.
CONDENSED BALANCE SHEETS
(Unaudited)
June 30, | December 31, | |||||||||||||||
2023 | 2022 | March 31, | December 31, | |||||||||||||
2024 | 2023 | |||||||||||||||
ASSETS | ||||||||||||||||
Current assets | ||||||||||||||||
Cash and cash equivalents | $ | 382,095 | $ | 751,118 | $ | 435,181 | $ | 486,252 | ||||||||
Certificates of deposit | 400,000 | 251,699 | 400,000 | 400,000 | ||||||||||||
Accounts receivable, net | 177,868 | 141,394 | 111,866 | 52,592 | ||||||||||||
Inventories | 840,573 | 725,478 | 629,606 | 722,457 | ||||||||||||
Prepaid expenses | 19,726 | 42,627 | 17,354 | 19,278 | ||||||||||||
Employee retention tax credit receivable (NOTE 7) | 63,000 | 63,000 | ||||||||||||||
Accrued interest receivable | 699 | 808 | 1,331 | 1,906 | ||||||||||||
Total current assets | 1,883,961 | 1,976,124 | 1,595,338 | 1,682,485 | ||||||||||||
Property and equipment, net of depreciation | 20,265 | 914 | 17,249 | 18,225 | ||||||||||||
Right to use – Lease, net of amortization (NOTE 6) | 50,452 | 69,419 | ||||||||||||||
Right to use – Lease, net of amortization | 20,620 | 30,298 | ||||||||||||||
Total assets | $ | 1,954,678 | $ | 2,046,457 | $ | 1,633,207 | $ | 1,731,038 | ||||||||
LIABILITIES and STOCKHOLDERS' EQUITY | ||||||||||||||||
Current liabilities | ||||||||||||||||
Accounts payable | $ | 93,789 | $ | 138,996 | $ | 30,778 | $ | 37,355 | ||||||||
Accrued wages and bonus | 21,470 | 24,777 | ||||||||||||||
Accrued wages | 5,655 | 4,188 | ||||||||||||||
Operating lease liability, current portion | 20,937 | 30,773 | ||||||||||||||
Accrued vacation pay | 26,366 | 16,846 | 27,004 | 21,243 | ||||||||||||
Lease liability, current (NOTE 6) | 40,878 | 39,120 | ||||||||||||||
Other accrued liabilities | 7,340 | 8,913 | 7,149 | 10,221 | ||||||||||||
Total current liabilities | 189,843 | 228,652 | ||||||||||||||
Total liabilities | 91,523 | 103,780 | ||||||||||||||
Long-Term Liabilities | ||||||||||||||||
Operating lease liability (NOTE 6) | 10,048 | 30,457 | ||||||||||||||
Total liabilities | 199,892 | 259,109 | ||||||||||||||
Stockholder equity | ||||||||||||||||
Stockholders' equity | ||||||||||||||||
Common stock, $ par value shares authorized and shares issued and outstanding respectively | 4,947 | 4,947 | 4,947 | 4,947 | ||||||||||||
Additional paid-in capital | 933,105 | 932,412 | 933,105 | 933,105 | ||||||||||||
Retained earnings | 816,735 | 849,989 | 603,632 | 689,206 | ||||||||||||
Total stockholders' equity | 1,754,787 | 1,787,348 | 1,541,684 | 1,627,258 | ||||||||||||
Total liabilities and stockholders' equity | $ | 1,954,678 | $ | 2,046,457 | $ | 1,633,207 | $ | 1,731,038 |
See Notes to Condensed Financial Statements.
ELECTRONIC SYSTEMS TECHNOLOGY, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended | ||||||||
March 31, | March 31, | |||||||
2024 | 2023 | |||||||
SALES - NET | $ | 356,061 | $ | 305,089 | ||||
COST OF SALES | (160,715 | ) | (139,560 | ) | ||||
GROSS PROFIT | 195,346 | 165,529 | ||||||
OPERATING EXPENSES | ||||||||
General and administrative | 88,778 | 84,765 | ||||||
Research and development | 28,947 | 28,663 | ||||||
Marketing and sales | 168,665 | 148,227 | ||||||
Total operating expenses | 286,390 | 261,655 | ||||||
OPERATING LOSS | (91,044 | ) | (96,126 | ) | ||||
OTHER INCOME | ||||||||
Interest income | 5,470 | 4,002 | ||||||
Total other income | 5,470 | 4,002 | ||||||
NET LOSS BEFORE INCOME TAX | (85,574 | ) | (92,124 | ) | ||||
Benefit (provision) for income tax | — | — | ||||||
NET LOSS | $ | (85,574 | ) | $ | (92,124 | ) | ||
Earnings (loss) per share – basic and diluted | $ | ) | $ | |||||
Weighted average shares – basic and diluted |
See Notes to Financial Statements.
ELECTRONIC SYSTEMS TECHNOLOGY, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended | ||||||||
March 31, | March 31, | |||||||
2024 | 2023 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net loss | $ | (85,574 | ) | $ | (92,124 | ) | ||
Noncash items included in net loss: | ||||||||
Depreciation | 93 | 38 | ||||||
Amortization | 913 | — | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable, net | (59,274 | ) | 33,624 | |||||
Inventories | 92,851 | (3,830 | ||||||
Accrued interest receivable | 575 | 126 | ||||||
Prepaid expenses | 1,924 | 5,731 | ||||||
Accounts payable | (6,577 | ) | (74,912 | ) | ||||
Other accrued liabilities, accrued wages and accrued vacation pay | 3,998 | (18,354 | ) | |||||
NET CASH USED IN OPERATING ACTIVITIES | (51,071 | ) | (149,701 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Certificates of deposit redeemed | 300,000 | 300,000 | ||||||
Certificates of deposit purchases | (300,000 | ) | (300,000 | |||||
Purchase of equipment | — | (9,000 | ) | |||||
NET CASH USED FROM INVESTING ACTIVITIES | — | (9,000 | ) | |||||
NET DECREASE IN CASH AND CASH EQUIVALENTS | (51,071 | ) | (158,701 | ) | ||||
Cash and cash equivalents at beginning of period | 486,252 | 751,118 | ||||||
Cash and cash equivalents at end of period | $ | 435,181 | $ | 592,417 |
See Notes to Financial Statements.
ELECTRONIC SYSTEMS TECHNOLOGY, INC.
DBA ESTEEM WIRELESS MODEMS
CONDENSED STATEMENTS OF OPERATIONSCHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | |||||||||||||
SALES - NET | $ | 585,206 | $ | 416,892 | $ | 890,295 | $ | 889,035 | ||||||||
COST OF SALES | (268,636 | ) | (191,437 | ) | (408,196 | ) | (401,321 | ) | ||||||||
GROSS PROFIT | 316,570 | 225,455 | 482,099 | 487,714 | ||||||||||||
Operating Expenses | ||||||||||||||||
General and administrative | 61,492 | 66,747 | 146,257 | 151,522 | ||||||||||||
Research and development | 28,021 | 45,856 | 56,684 | 91,633 | ||||||||||||
Marketing and sales | 173,368 | 132,242 | 321,595 | 269,401 | ||||||||||||
TOTAL OPERATING EXPENSE | 262,881 | 244,845 | 524,536 | 512,556 | ||||||||||||
OPERATING INCOME (LOSS) | 53,689 | (19,390 | ) | (42,437 | ) | (24,842 | ) | |||||||||
OTHER INCOME | ||||||||||||||||
Interest income | 5,181 | 594 | 9,183 | 1,085 | ||||||||||||
TOTAL OTHER INCOME | 5,181 | 594 | 9,183 | 1,085 | ||||||||||||
NET INCOME (LOSS) BEFORE INCOME TAX | 58,870 | (18,796 | ) | (33,254 | ) | (23,757 | ) | |||||||||
Benefit (provision) for income tax | — | — | — | — | ||||||||||||
NET INCOME (LOSS) | $ | 58,870 | $ | (18,796 | ) | $ | (33,254 | ) | $ | (23,757 | ) | |||||
Basic and diluted earnings per share | $ | $ | ) | $ | ) | $ | ) | |||||||||
Basic and diluted weighted average shares used in computing income (loss) per share: |
Shares | Amount | Additional Paid-In Capital | Retained Earnings | Total | ||||||||||||||||
Balances, January 1, 2023 | 4,946,502 | $ | 4,947 | $ | 932,412 | $ | 849,989 | $ | 1,787,348 | |||||||||||
Net income (loss) | — | — | — | (92,124 | ) | (92,124 | ) | |||||||||||||
BALANCES AT March 31, 2023 | 4,946,502 | $ | 4,947 | $ | 932,412 | $ | 757,865 | $ | 1,695,224 | |||||||||||
Balances, January 1, 2024 | 4,946,502 | $ | 4,947 | $ | 933,105 | $ | 689,206 | $ | 1,627,258 | |||||||||||
Net income (loss) | — | — | — | (85,574 | ) | (85,574 | ) | |||||||||||||
BALANCES AT MARCH 31, 2024 | 4,946,502 | $ | 4,947 | $ | 933,105 | $ | 603,632 | $ | 1,541,684 |
See Notes to Condensed Financial Statements.
ELECTRONIC SYSTEMS TECHNOLOGY, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended | ||||||||
June 30, | June 30, | |||||||
2023 | 2022 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net loss | $ | (33,254 | ) | $ | (23,757 | ) | ||
Noncash items included in net loss: | ||||||||
Depreciation and amortization | 418 | 222 | ||||||
Stock based compensation | 693 | — | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable, net | (36,474 | ) | 6,835 | |||||
Inventories | (115,095 | ) | (27,252 | ) | ||||
Accrued interest receivable | 109 | (641 | ) | |||||
Prepaid expenses | 22,901 | 6,304 | ||||||
Accounts payable | (45,207 | ) | (31,151 | ) | ||||
Other accrued liabilities | 4,956 | (1,187 | ) | |||||
NET CASH USED IN OPERATING ACTIVITIES | (200,953 | ) | (70,627 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Purchase of fixed assets | (19,769 | ) | ||||||
Certificates of deposit redeemed | 751,699 | 300,000 | ||||||
Certificates of deposit purchased | (900,000 | ) | (300,000 | ) | ||||
NET CASH USED IN INVESTING ACTIVITIES | (168,070 | ) | — | |||||
CASH FLOWS USED IN FINANCING ACTIVITIES: | ||||||||
Principal payments on CARES Act loan payable (round 1) | — | (5,968 | ) | |||||
NET CASH USED IN FINANCING ACTIVITIES | — | (5,968 | ) | |||||
NET DECREASE IN CASH AND CASH EQUIVALENTS | (369,023 | ) | (76,595 | ) | ||||
Cash and cash equivalents at beginning of period | 751,118 | 655,616 | ||||||
Cash and cash equivalents at end of period | $ | 382,095 | $ | 579,021 |
See Notes to Condensed Financial Statements.
ELECTRONIC SYSTEMS TECHNOLOGY, INC.
DBA ESTEEM WIRELESS MODEMS
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
Common Stock | Additional Paid-In | Retained | ||||||||||||||||||
Shares | Amount | Capital | Earnings | Total | ||||||||||||||||
Balances, January 1, 2022 | 4,946,502 | $ | 4,947 | $ | 932,412 | $ | 703,458 | $ | 1,640,817 | |||||||||||
Net income (loss) | — | — | — | (4,961 | ) | (4,961 | ) | |||||||||||||
Balance at March 31, 2022 | 4,946,502 | $ | 4,947 | $ | 932,412 | $ | 698,497 | $ | 1,635,856 | |||||||||||
Net income (loss) | — | — | — | (18,796 | ) | (18,796 | ) | |||||||||||||
Balance at June 30, 2022 | 4,946,502 | $ | 4,947 | $ | 932,412 | $ | 679,701 | $ | 1,617,060 | |||||||||||
Balances, January 1, 2023 | 4,946,502 | $ | 4,947 | $ | 932,412 | 849,989 | $ | 1,787,348 | ||||||||||||
Net income (loss) | — | — | — | (92,124 | ) | (92,124 | ) | |||||||||||||
Balance at March 31, 2023 | 4,946,502 | $ | 4,947 | $ | 932,412 | $ | 757,865 | $ | 1,695,224 | |||||||||||
Net income (loss) | — | — | — | 58,870 | 58,870 | |||||||||||||||
Stock based compensation | — | — | 693 | — | 693 | |||||||||||||||
Balance at June 30, 2023 | 4,946,502 | $ | 4,947 | $ | 933,105 | $ | 816,735 | $ | 1,754,787 |
See Notes to Condensed 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 June 30, 2023,March 31, 2024, and its results of operations, cash flows, and changes in stockholders’ equity for the sixthree months ended June 30, 2023,March 31, 2024 and 2022.2023. The balance sheet at December 31, 20222023 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, 2022.2023.
The results of operations for the three month and six-monththree-month period ended June 30, 2023March 31, 2024 are not necessarily indicative of the results expected for the full fiscal year or for any other fiscal period. The Company estimates that for 20232024 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:
Schedule of inventories | ||||||||||||||||
June 30, 2023 | December 31, 2022 | March 31, 2024 | December 31, 2023 | |||||||||||||
Parts | $ | 124,215 | $ | 172,190 | $ | 108,085 | $ | 118,472 | ||||||||
Work in progress | 380,562 | 336,298 | 227,871 | 313,597 | ||||||||||||
Finished goods | 335,796 | 216,990 | 293,650 | 290,388 | ||||||||||||
Total inventories | $ | 840,573 | $ | 725,478 | ||||||||||||
Total inventory | $ | 629,606 | $ | 722,457 |
ELECTRONIC SYSTEMS TECHNOLOGY, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Basic earnings (loss) per share excludes dilution and is computed by dividing income (loss) available to common stockholders by the weighted-average number of shares of common stockshares outstanding for the period. Diluted earnings (loss) per share reflects potential dilution occurring if securities or other contracts to issue common stock were exercised or converted into Common Stockcommon stock or resulted in the issuance of common stock that then shared in the earnings of the Company. At June 30,March 31, 2024 and 2023, and 2022, the Company had and 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.
On June 9, 2023, the Board of DirectorsThe Company has outstanding stock options, which have been granted optionsperiodically to employees. The new options have an exercise price of $, a term of years,individual employees and vest immediately. The fair value of the options was determined using the Black-Scholes model using the following variables: stock price of $, volatility of %, expected term of years with a forfeiture rate of %, and a discount factor of %. Sharedirectors. No shared based compensation of $ ($ in marketing and sales and $ in general and administrative in the condensed statement of operations) was recognized during the three and six-monththree-month periods ended June 30,March 31, 2024 and 2023.
As of June 30,March 31, 2024 and December 31, 2023, there were and options outstanding respectively with a weighted average exercise price of $ per share, a weighted average remaining life of years and had intrinsic value of nil.value.
NOTE 5 – REVENUE
The CompanyCompany’s 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 periodsperiod ended June 30,March 31, 2024 and 2023, and 2022, the Company’s revenue from products sales was $575,306345,161 and $409,392297,589, respectively. Revenue from site support and engineering services was $9,90010,900 and $7,500 respectively, over the same periods.
During the six-month periods ended June 30, 2023 and 2022, the Company’s revenue from products sales was $872,895 and $871,235, respectively. Revenue from site support and engineering services was $17,400 and $17,800 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 for the three-month period ended June 30,March 31, 2024 and March 31, 2023 and June 30, 2022 were $575,683313,240 and $378,959293,908, respectively. Sales to foreign customers for the three-month period ended June 30,March 31, 2024 and March 31, 2023 and June 30, 2022 were $9,52342,821 and $37,93311,181, respectively.
Domestic sales for the six-month period ended June 30, 2023 and June 30, 2022 were $869,591 and $815,629, respectively. Sales to foreign customers for the six-month period ended June 30, 2023 and June 30, 2022 were $20,704 and $73,406, respectively.
For the three-month period ended June 30,March 31, 2024 and 2023, sales to threeindividual customers representedrepresenting more than 10% of total revenue three customers represented more than 10% of total revenue for the same period in 2022.were as follows:
Schedule of revenue | ||||||||||||||||
For the three-month period ended March 31, | ||||||||||||||||
2024 | 2023 | |||||||||||||||
Sales | %age of Total Sales | Sales | %age of Total Sales | |||||||||||||
Domestic customer A | $ | 53,487 | 15 | % | $ | 70,090 | 23 | % | ||||||||
Domestic customer B | 43,419 | 12 | % | — | — | |||||||||||
Domestic customer C | 36,791 | 10 | % | — | — | |||||||||||
Foreign customer D | 36,376 | 10 | % | — | — |
ELECTRONIC SYSTEMS TECHNOLOGY, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Schedule of revenue | ||||||||||||||||
2023 Sales | 2023 %age of Total Sales | 2022 Sales | 2022%age of Total Sales | |||||||||||||
Domestic customer A | $ | 134,604 | 23 | % | $ | 54,436 | 13 | % | ||||||||
Domestic customer B | 76,993 | 13 | % | 53,880 | 13 | % | ||||||||||
Domestic customer C | 56,861 | 10 | % | 49,031 | 12 | % |
For the six-month period ended June 30, 2023, sales to two customers represented more than 10% of total revenue, three customers represented more than 10% of total revenue for the same period in 2022.
2023 Sales | 2023 %age of Total Sales | 2022 Sales | 2022 %age of Total Sales | |||||||||||||
Domestic customer A | $ | 204,694 | 23 | % | $ | 121,715 | 14 | % | ||||||||
Domestic customer B | 91,821 | 10 | % | 107,505 | 12 | % | ||||||||||
Domestic customer C | 100,693 | 11 | % |
As of June 30,March 31, 2024 the amounts outstanding for these customer are listed below.
Schedule of amounts outstanding | ||||
AR Balance | ||||
Domestic customer A | $ | 3,586 | ||
Domestic customer B | 19,501 | |||
Domestic customer C | 31,741 | |||
Foreign customer D | — |
As of March 31, 2024 and 2023, and 2022, the Company had a sales order backlog of $109,84410,346 and $24,857162,396, respectively.
NOTE 6 - LEASES
On September 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%. At June 30, 2023, the remaining lease term is 15 months. As of June 30, 2023, future payments on this lease of $19,679 and $30,772 will be paid in 2023 and 2024 respectively.
For the three month and six-month periods ended June 30, 2023 and 2022, lease expenses of $11,576 and $10,903 and $23,151 and $21,805, respectively, are included in the following expense classifications on the statement of operations:
Schedule of lease expense | ||||||||||||||||||||||||
For the three-month period ended June 30, | ||||||||||||||||||||||||
2023 | 2022 | |||||||||||||||||||||||
Cost of sales | Operating expenses | Total | Cost of sales | Operating expenses | Total | |||||||||||||||||||
Base rent pursuant to lease agreement | $ | 5,751 | $ | 4,526 | $ | 10,277 | $ | 5,397 | $ | 4,248 | $ | 9,645 | ||||||||||||
Variable lease costs | 727 | 572 | 1,299 | 704 | 554 | 1,258 | ||||||||||||||||||
Total lease costs | $ | 6,478 | $ | 5,098 | $ | 11,576 | $ | 6,101 | $ | 4,802 | $ | 10,903 |
For the six-month period ended June 30, | ||||||||||||||||||||||||
2023 | 2022 | |||||||||||||||||||||||
Cost of sales | Operating expenses | Total | Cost of sales | Operating expenses | Total | |||||||||||||||||||
Base rent pursuant to lease agreement | $ | 11,501 | $ | 9,052 | $ | 20,553 | $ | 10,793 | $ | 8,495 | $ | 19,288 | ||||||||||||
Variable lease costs | 1,454 | 1,144 | 2,598 | 1,408 | 1,109 | 2,517 | ||||||||||||||||||
Total lease costs | $ | 12,955 | $ | 10,196 | $ | 23,151 | $ | 12,201 | $ | 9,604 | $ | 21,805 |
NOTE 7 - CARES ACT RETENTION CREDIT
As at December 31, 2022 and June 30, 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 credit was received in July 2023.
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 June 30, 2023.March 31, 2024. The following statements may be forward looking in nature and actual results may differ materially.
A. RESULTS OF OPERATIONS
REVENUES: Total revenues from sales increased to $585,206$356,061 for the first six-monthsquarter of 20232024 as compared to $416,892$305,089 in the secondfirst quarter of 2022,2023, reflecting an increase of 40.4%16.7%. Management believes the increase in sales revenues is due to increased product demand from foreign customers and a reduction in the increase in customer demand. Year to date total revenues from sales increased to $890,295 in 2023 as compared to $889,035 in 2022, reflecting an increase of 0.1%. Management believes the increase in sales revenues is due to the Company’s increased inventory level and the ability to ship orders in a timely manner.order backlog.
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 2024 and six-month periods ended June 30, 2023 and 2022 are as follows:
Three Months ended June 30, 2023 | Three Months ended June 30, 2022 | Six Months ended June 30, 2023 | Six Months ended June 30, 2022 | 2024 | 2023 | |||||||||||||||||||
Domestic Sales | 98 | % | 91 | % | 98 | % | 92 | % | ||||||||||||||||
Export Sales | 2 | % | 9 | % | 2 | % | 8 | % |
BACKLOG:
BACKLOG:
As of June 30, 2023,March 31, 2024, the Company had a sales order backlog of $109,844.$10,346. 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:
Cost of sales percentages for the secondfirst quarters of 2024 and 2023 were 43.3 % and 2022 were 45.9% and 45.9%44.3% of respective net sales. Costsales and are calculated excluding site support expenses of sales percentages for the six-month periods ended June 30, 2023$6,677 and 2022 were 45.8% and 45.1%,$4,541 respectively. The cost of sales percentage increase fordecrease in the six month period ended June 3, 2023first quarter of 2024 is the result of the product mix sold during the same periodquarter of 2022.2023.
OPERATING EXPENSES:
Operating expenses for the first quarter of 2024 increased $24,736 from the first quarter of 2023 levels. The following is a delineation of operating expenses:
Three Months Ended | Six Month Ended | |||||||||||||||||||||||||||||||||||
June 30, 2023 | June 30, 2022 | Increase (Decrease) | June 30, 2023 | June 30, 2022 | Increase (Decrease) | March 31, 2024 | March 31, 2023 | Increase (Decrease) | ||||||||||||||||||||||||||||
General and administrative | $ | 61,492 | $ | 66,747 | $ | (5,255 | ) | $ | 146,257 | $ | 151,522 | $ | (5,265 | ) | $ | 88,778 | $ | 84,765 | $ | 4,013 | ||||||||||||||||
Research and development | 28,021 | 45,856 | (17,835 | ) | 56,684 | 91,633 | (34,949 | ) | 28,947 | 28,663 | 284 | |||||||||||||||||||||||||
Marketing and sales | 173,368 | 132,242 | 41,126 | 321,595 | 269,401 | 52,194 | 168,665 | 148,227 | 20,438 | |||||||||||||||||||||||||||
Total operating expenses | $ | 262,881 | $ | 244,845 | $ | 18,036 | $ | 524,536 | $ | 512,556 | $ | 11,980 | $ | 286,390 | $ | 261,655 | $ | 24,735 |
General and administrative: For the secondfirst quarter of 2023,2024, general and administrative expenses decreased $5,255increased $4,013 to $61,492,$88,778, due to decreased wagesincreased payroll related expenses and purchased services when compared with the same quarter of 2022. For the six-month period ended June 30, 2023, general and administrative expenses decreased by $5,265, to $146,257, due to decreased payroll and increased services purchased. General and administrative expenses were 10.5% compared to 16.0% of sales revenue for the second quarter of 2023 and 16.4% compared to 17.0% of sales revenue for six-month period ended June 30, 2023.
Research and development: Research and development expenses decreased $17,835increased $284 to $28,021$28,947 during the secondfirst quarter of 20232024 due to decreased services purchasedincreased payroll expenses when compared with the same quarter of 2022. For the six-month period, research and development expenses decreased by $34,949 to $56,684, due to decreased services purchased. Research and development expense was 4.8% compared to 11.0% of sales revenue for the second quarter of 2023 and 6.4% compared to 10.3% of sales revenue for six-month period ended June 30, 2023.
Marketing and sales: During the secondfirst quarter of 2023,2024, marketing and sales expenses increased $41,126$20,438 to $173,368$168,665 when compared with the same period of 2022,2023, due to increased payroll, taxes, benefits, expense,advertising, and travel. Fortrade shows during the six-month period, marketing and sales expenses increased by $52,194 to $321,595, due to increased payroll, benefits, and travel expenses. Marketing and sales expenses were 29.6% compared to 31.7% of sales revenue for the secondfirst quarter of 2023 and 36.1% compared to 30.3% of sales revenue for the six-month period ended June 30, 2023.2024.
INTEREST INCOME:
OTHER INCOME:
The Company earned $5,181$5,470 in interest income during the quarter ended June 30, 2023 and $9,183 forMarch 31, 2024 compared to $4,002 during the six-month period.same period in 2023. Sources of this income were money market accounts and certificates of deposit.
NET LOSS:INCOME (LOSS):
The Company had a net incomeloss of $58,870$85,574 for the secondfirst quarter of 20232024 compared to a net loss of $18,976$92,124 for the same quarter of 2022. For the six-month period ended June 30, 2023, the Company recorded a net loss of $33,254 compared with a net loss of $23,757 for the same period of 2022.2023. The decrease in net incomeloss during 20232024 is the result of increased sales and operating expenses.
B. FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The Corporation'sCompany's current asset to current liabilities ratio at June 30, 2023March 31, 2024 was 9.917.4:1 compared to 8.616.2:1 at December 31, 2022.2023. The increase in current ratio is due to the decrease ofin accounts payable and increase in inventoryliability at June 30, 2023March 31, 2024 as compared to December 31, 2022.2023.
At June 30, 2023,March 31, 2024, the Company had cash and cash equivalents of $782,095$435,181 as compared to cash and cash equivalent of $1,002,817$486,252 at December 31, 2022.2023, primarily reflecting a decrease in accounts payable and the decrease in net loss.
CashFor the three-month period ended March 31, 2024, cash used fromby operating activities decreased by $130,326 for the six-month period ended June 30, 2023 whenwas $51,071 compared to $149,701 for the same period in 2022. The decrease is attributable2023. This change was driven by a net loss of $85,574 during the three months ended March 31, 2024 compared to a net loss of $92,124 in the three months ended March 31, 2023 and the decrease in net income for the period being $9,497 less than the same period in 2022. The increase in the change in accounts receivable and inventory balances contributed $43,309 and $87,843 respectively.of $92,851.
In management's opinion, the Company's cash and cash equivalents and other working capital at June 30, 2023March 31, 2024 is sufficient to satisfy requirements for operations, capital expenditures, and other expenditures as may arise during 2023 and into the first half of 2024.
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.
8 |
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 1.4. Controls and Procedures
An evaluation has been performed under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Accounting Officer, of the effectiveness of the design and the operation of our "disclosure controls and procedures" (as such term is defined in Rules 13a-15(e) under the Securities Exchange Act of 1934) as of June 30, 2023.March 31, 2024. 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 June 30, 2023.March 31, 2024.
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
There 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) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
There 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) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, 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
During the three months ended December 31, 2023, no director or officer of the Company None.adopted, modified, or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 arrangement” as defined in Item 408(c) of Regulation S-K.
Item 6. Exhibits
Incorporation by Reference | ||||||||||
Description | Form | Exhibit | Filing Date | Filed/Furnished Herewith | ||||||
Certification of Principal Executive Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 | X | |||||||||
Certification of Principal Financial Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section | X | |||||||||
Certification of Principal Executive Officer pursuant to 18 U.S. C. Section 1350, as adopted pursuant to Section 906 | XX | |||||||||
XX | ||||||||||
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | X | |||||||||
101.SCH* | XBRL Taxonomy Extension Schema | X | ||||||||
XBRL Taxonomy Extension Calculation Linkbase Document | X | |||||||||
XBRL Taxonomy Extension Definition Linkbase Document | X | |||||||||
XBRL Taxonomy Extension Label Linkbase Document | X | |||||||||
XBRL Taxonomy Extension Presentation Linkbase Document | X | |||||||||
104* | Cover Page Interactive Date File (embedded with the Inline XBRL document) | X | ||||||||
X | Filed herewith | |||||||||
XX | Furnished herewith |
SIGNATURES
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.
ELECTRONIC SYSTEMS TECHNOLOGY, INC. | |
By: /s/ Daniel M. Tolley | |
Date: | Name: Daniel M. Tolley |
Title: President | |
(Principal Executive Officer) |
By: /s/ Michael W. Eller | |
Date: | Name: Michael W. Eller |
Title: | |
(Principal Accounting Officer) |