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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 March 31, 2021

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 

From ________________ to ________________

 

 

ELECTRONIC SYSTEMS TECHNOLOGY INC

(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) 735-9092

(Registrant's telephone number, including area code)

 

                                 N/A                               

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

 

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

(Do not check if a smaller reporting company)

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 x

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

As of April, 19 2021, the number of the Company's shares of common stock par value $0.001, outstanding was 4,946,502.


1


PART I

FINANCIAL INFORMATION

 

Item 1.  Financial Statements.

 

ELECTRONIC SYSTEMS TECHNOLOGY, INC.

BALANCE SHEETS

(Unaudited)

 

March 31,

 

December 31,

2021

 

2020

ASSETS

 

 

 

Current assets

 

 

 

  Cash and cash equivalents

$       794,734

 

$        308,110

  Certificates of deposit

250,000

 

499,999

  Accounts receivable - net

322,394

 

288,884

  Inventories - net

557,228

 

631,707

  Prepaid expenses

19,349

 

28,087

  Accrued interest receivable

440

 

4,659

Total current assets

1,944,145

 

1,761,446

 

 

 

 

Property and equipment, net of depreciation

4,157

 

5,445

 

 

 

 

Right to use – Lease, net of amortization (NOTE 6)

56,366

 

65,230

 

 

 

 

  Total assets

$    2,004,668

 

$   1,832,121

 

 

 

 

LIABILITIES and STOCKHOLDERS' EQUITY

 

 

 

Current liabilities

 

 

 

Accounts payable

$         39,414

 

$         21,113

Accrued wages

23,423

 

2,699

Lease liability, current portion (NOTE 6)

37,688

 

36,753

Accrued vacation pay

21,476

 

17,631

Other accrued liabilities

10,165

 

6,720

Total current liabilities

132,166

 

84,916

 

 

 

 

Long-term liabilities

 

 

 

 

 

 

 

         CARES act loan payable (Note 8)

301,967

 

171,712

         Operating lease liability (Note 6)

18,995

 

28,635

               Total Long-term liabilities

320,962

 

200,347

 

 

 

 

  Total liabilities

453,128

 

285,263

 

 

 

 

Stockholders' equity

 

 

 

Common stock, $0.001 par value 50,000,000 shares authorized 4,946,502 and 4,946,502 shares issued and outstanding respectively

4,947

 

4,947

Additional paid-in capital

931,442

 

931,442

Retained earnings

615,151

 

610,469

Total stockholders' equity

1,551,540

 

1,546,858

  Total liabilities and stockholders' equity

$    2,004,668

 

$    1,832,121

 

See Notes to Financial Statements.


2


 

 

ELECTRONIC SYSTEMS TECHNOLOGY, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

 

 

Three Months Ended

 

March 31,

 

March 31,

2021

 

2020

 

 

 

 

SALES - NET

$      424,775

 

$      273,968

COST OF SALES

180,536

 

149,231

GROSS PROFIT

244,239

 

124,737

 

 

 

 

OPERATING EXPENSES

 

 

 

    General and administrative

93,503

 

95,713

    Research and development

52,700

 

54,897

    Marketing and sales

94,215

 

87,896

Total operating expenses

240,418

 

238,506

OPERATING INCOME (LOSS)

3,821

 

(113,769)

 

 

 

 

OTHER INCOME

 

 

 

    Interest income

861

 

3,463

Total other income

861

 

3,463

 

 

 

 

NET INCOME (LOSS) BEFORE INCOME TAX

4,682

 

(110,306)

    Benefit (provision) for income tax

-

 

-

NET INCOME (LOSS )

$           4,682

 

$      (110,306)

 

 

 

 

Earnings (loss) per share – basic and diluted

$             0.00

 

$          (0.02)

 

 

 

 

Weighted average shares – basic and diluted

4,946,502

 

4,946,502

 

 

See Notes to Financial Statements.


3


 

 

ELECTRONIC SYSTEMS TECHNOLOGY, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

Three Months Ended

 

March 31,

 

March 31,

2021

 

2020

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

Net income (loss)

$         4,682

 

$     (110,306)

 

 

 

 

Noncash items included in net income (loss):

 

 

 

    Depreciation

1,288

 

1,738

    Share based compensation

-

 

2,282

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

    Accounts receivable, net

(33,510)

 

62

    Inventories

74,479

 

52,272

    Accrued interest receivable

4,219

 

4,350

    Prepaid expenses

8,738

 

(1,085)

    Accounts payable

18,301

 

(88,989)

    Other accrued liabilities

28,173

 

12,645

NET CASH PROVIDED (USED) IN OPERATING ACTIVITIES

106,370

 

(127,031)

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

   Certificates of deposit redeemed

249,999

 

150,001

NET CASH PROVIDED FROM INVESTING ACTIVITIES

249,999

 

150,001

 

 

 

 

CASH FLOWS USED IN FINANCING ACTIVITIES:

 

 

 

   Proceeds from CARES Act loan payable

130,255

 

-

NET CASH USED IN FINANCING ACTIVITIES

130,255

 

-

 

 

 

 

NET INCREASE IN CASH AND CASH EQUIVALENTS

486,624

 

22,970

Cash and cash equivalents at beginning of period

308,110

 

274,936

Cash and cash equivalents at end of period

$        794,734

 

$        297,906

 

 

 

See Notes to Financial Statements.


4


 

 

ELECTRONIC SYSTEMS TECHNOLOGY, INC.

DBA ESTEEM WIRELESS MODEMS

 

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

 

Shares

Amount

Additional

Paid-In

Capital

Retained

Earnings

Total

Balances, January 1, 2020

4,946,502

$     4,947

$     929,159

$       813,188

$  1,747,294

 

 

 

 

 

 

  Net income (loss)

-

-

-

(110,306)

(110,306)

 

 

 

 

 

 

 Common stock options

 

 

2,282

-

2,282

 

 

 

 

 

 

BALANCES AT March 31, 2020

4,946,502

$     4,947

$     931,441

$       702,882

$  1,639,270

 

 

 

 

 

 

Balances, January 1, 2021

4,946,502

$     4,947

$     931,442

$       610,469

$  1,546,858

 

 

 

 

 

 

  Net income (loss)

-

-

-

4,682

4,682

 

 

 

 

 

 

BALANCES AT MARCH 31, 2021

4,946,502

$     4,947

$     931,442

$       615,151

$  1551,540

 

 

 

 

 

See Notes to Financial Statements.


5


ELECTRONIC SYSTEMS TECHNOLOGY, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)


NOTE 1 - BASIS OF PRESENTATION

 

The 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 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 financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of March 31, 2021, and its results of operations, cash flows, and changes in stockholders’ equity for the three months ended March 31, 2021 and 2020.  The balance sheet at December 31, 2020 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, 2020.  

 

The results of operations for the three-month period ended March 31, 2021 are not necessarily indicative of the results expected for the full fiscal year or for any other fiscal period. The Company estimates that for 2021 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:

 

March 31,

2021

December 31,

2020

Parts

$        89,808

$        99,303

Work in progress

259,104

275,230

Finished goods

208,316

257,174

Total inventory

$       557,228

631,707

 

NOTE 3 - EARNINGS (LOSS) PER SHARE

 

Basic earnings (loss) per share excludes dilution and is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares 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 stock or resulted in the issuance of common stock that then shared in the earnings of the Company.  At March 31, 2021 and 2020, the Company had 180,000 outstanding stock options, respectively, that could have a dilutive effect on future periods’ net income. The stock options were not included in the calculation of diluted earnings per share for either period as they were anti-dilutive.


6


ELECTRONIC SYSTEMS TECHNOLOGY, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)


NOTE 4 - STOCK OPTIONS

 

The Company has outstanding stock options, which have been granted periodically to individual employees and directors with no less than three years of continuous tenure with the Company.  On March 13, 2020, the Board of Directors canceled all 120,000 outstanding stock options that were granted on August 7, 2017 and due to expire on August 6, 2020. In addition, on that date, the Board of Directors granted 180,000 options to employees. The new options have an exercise price of $0.40, a term of 5 years, and vest immediately.    The fair value of the options was determined using the Black-Scholes model using the following variables:   stock price of $0.40, volatility of 79.27%, expected term of 5 years with a forfeiture rate of 95%, and a discount factor of 0.72%. Share based compensation of $2,282 was recognized during the three month period ended March 31, 2020.

 

As of March 31, 2021, there were 180,000 options outstanding with a weighted average exercise price of $0.40 per share, a weighted average remaining life of 4 years and no intrinsic value.

 

NOTE 5 – REVENUE

 

The Company product revenue includes industrial wireless products and accessories such as antennas, power supplies and cable assemblies. The Company also provides direct site support and engineering services to customers, such as repair and upgrade of its products.  During the three month period ended March 31, 2021 and 2020, the Company’s revenue from products sales was $421,675 and $252,968, respectively.  Revenue from site support and engineering services was $3,100 and $21,000 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 March 31, 2021 and March 31, 2020 were $362,115 and $241,975, respectively.  Sales to foreign customers for the three month period ended March 31, 2021 and March 31, 2020 were $62,660 and $31,993, respectively.

 

For the three month period ended March 31, 2021 and 2020, sales to three customers representing more than 10% of total revenue were as follows:

 

 

For the three month period ended March 31,

 

2021

2020

Sales

%age of Total Sales

Sales

%age of Total Sales

Domestic customer A

$     71,038

17%

$29,900

11%

Domestic customer B

52,851

12%

29,805

11%

Domestic customer D

51,368

12%

-

-

Foreign customer C

-

-

31,993

12%

 

As of March 31, 2021 and 2020, the Company had a sales order backlog of $91,064 and $5,028, respectively.

 


7


ELECTRONIC SYSTEMS TECHNOLOGY, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)


NOTE 6 - LEASES

 

On September 23, 2020, the Company signed a new two-year lease for its facilities.  The base lease is $3,162 and $3,267 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 $74,005 based on the two-year payment stream discounted using an estimated incremental borrowing rate of 4.0%. At March 31, 2021, the remaining lease term is eighteen months.

 

Prior to the new lease in September 23, 2020, the Company’s lease for its facilities was for $5,639 per month.

 

For the three month periods ended March 31, 2021 and 2020, lease expense of $10,862 and $16,918, respectively, are included in the following expense classifications on the statements of operations:

 

 

2021

 

2020

Cost of sales

Operating expenses

Total

 

Cost of sales

Operating expenses

Total

Base rent pursuant to lease agreement

$ 5,396

$   4,247

$ 9,643

 

$ 2,998

$   11,995

$ 14,993

Variable lease costs

682

536

1,218

 

385

1,540

1,925

Total lease costs

$ 6,078

$   4,783

$ 10,861

 

$ 3,383

$   13,535

$ 16,918

 

 

As of March 31, 2021, total future lease payments are as follows:

 

For the 12 months ended March 31, 2022 and 2023

  2022

$

38,576

  2023

 

19,602

    Total

 

58,181

Less imputed interest

 

(1,498)

Net lease liability

 

56,683

Current portion

 

37,688

Long-term portion

$

18,995

 

NOTE 7 – STOCK REPURCHASE

 

On January 13, 2016, the Company’s Board of Directors approved a resolution authorizing the repurchase of up to $100,000 of the Company’s Common Stock at the price of $0.38 per share. The Company’s share repurchase program does not obligate it to acquire any specific number of shares. On March 2, 2016, the Company’s Board of Director approved a resolution authorizing the repurchase of an additional $150,000 of the Company’s Common Stock at the price of $0.38 per share. Under the program (the “Stock Repurchase Plan”), shares may be repurchased in open market transactions, complying with Rule 10b5-1 and Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Shares repurchased are retired. During the three-month periods ended March 31, 2021 and 2020, no shares were repurchased. Since inception of the Stock Repurchase Plan, the Company has repurchased 212,165 shares for a total of $80,622 through March 31, 2021 and $169,378 of the original $250,000 approved by the board remains.  On April 23, 2020, repurchases were suspended indefinitely.


8


ELECTRONIC SYSTEMS TECHNOLOGY, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)


NOTE 8 – CARES ACT LOANS PAYABLE

 

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (the “CARES Act”) Act was signed into United States law.   

 

In April 2020, the Company received a loan of $171,712 pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I, Section 1102 and 1106 of the CARES Act.   The loan, which was in the form of a promissory note, as amended, dated April 13, 2020 issued by the Company (the “Note”); the Note matures on April 13, 2022 and bears interest at a rate of 1% per annum.

 

In February 2021, the Company received a second loan of $130,255 pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I, Section 1102 and 1106 of the CARES Act.   The loan, which was in the form of a promissory note, as amended, dated February 21, 2021 issued by the Company (the “Note”); the Note matures on February 21, 2023 and bears interest at a rate of 1% per annum. The Note may be prepaid by the Company at any time prior to maturity with no prepayment penalties.

 

Under the terms of the PPP, certain amounts of the loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. Qualifying expenses include payroll costs, costs used to continue group health care benefits, mortgage payments, rent, and utilities. As of March 31, 2021, the Company has used funds from the loan to pay qualifying expenses.  The Company has applied for forgiveness of the first loan and is awaiting notification from the Small Business administration at which time a gain on forgiveness of debt of $171,712 will be recognized. As of March 31, 2021, $91,488 of the proceeds from the second loan have been used for purposes that are qualifying expenses.  The Company intends to use the entire loan amount for qualifying expenses, but there is no guarantee that the loan will be forgiven.

 

 

.


9



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 March 31, 2021.  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 $424,775 for the first quarter of 2021 as compared to $273,968 in the first quarter of 2020, reflecting an increase of 55.0%.  Management believes the increase in sales revenues is due to increased product demand from both the Domestic and Foreign markets first quarter of 2021 when compared with the same quarter of 2020.

 

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.

 

The COVID-19 situation represented a significant disruption to operations in most of 2020.  During the three month period ending March 31, 2021, we have seen orders for projects that we believe were delayed due to the impact of the restrictions related to preventing the spread of COVID-19. We are experiencing some disruptions in the supply chain, but at this point do not see it having a material impact on sales.

 

A percentage breakdown of the Company’s market segments of Domestic and Foreign Export sales for the first quarter of 2021 and 2020 are as follows:

 

For the first quarter

2021

2020

Domestic Sales

85%

88%

Export Sales

15%

12%

 

BACKLOG:

 

As of March 31, 2021, the Company had a sales order backlog of $91,064.   The Company’s customers generally place orders on an "as needed basis".  Shipment for most of the Company’s products is generally made within 1 to 5 working days after receipt of customer orders, with the exception of ongoing, scheduled projects, and custom designed equipment.  

 

COST OF SALES:

 

Cost of sales percentages for the first quarters of 2021 and 2020 were 42% and 53% of respective net sales and are calculated excluding site support expenses of $2,079 and $15,080 respectively. The cost of sales percentage decrease in the first quarter of 2021 is the result of the product mix sold during the same quarter of 2020.


10



OPERATING EXPENSES:

 

Operating expenses for the first quarter of 2021 increased $1,912 from first quarter of 2020 levels.  The following is a delineation of operating expenses:

 

 

March 31,

2021

March 31,

2020

Increase

(Decrease)

General and administrative

$       93,503

$       95,713

  $      (2,210)

Research and development

52,700

54,897

(2,197)

Marketing and sales

94,215

87,896

6,319

Total operating expenses

$     240,418

$     238,506

   $         1,912

 

General and administrative:  For the first quarter of 2021, general and administrative expenses decreased $2,210 to $93,503, due to decreased wages, taxes and benefits when compared with the same quarter of 2020.

 

Research and development:  Research and development expenses decreased $2,197 to $52,700 during the first quarter of 2021 due to decreased expenses related to prototype build costs when compared with the same quarter of 2020.

 

Marketing and sales: During the first quarter of 2021, marketing and sales expenses increased $6,319 to $94,215 when compared with the same period of 2020, due to increased payroll, taxes and benefits during the first quarter of 2021.

 

INTEREST INCOME:

 

The Company earned $861 in interest income during the quarter ended March 31, 2021 compared to $3,463 during the same period in 2020.  Sources of this income were money market accounts and certificates of deposit.

 

NET INCOME (LOSS):

 

The Company had net income of $4,682 for the first quarter of 2021 compared to a net loss of $110,306 for the same quarter of 2020.  The increase in net profits during 2021 is the result of increased sales revenues, gross margins and management of variable expenses.

 

B.FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES 

 

The Corporation's current asset to current liabilities ratio at March 31, 2021 was 14.7 compared to 20.7 at December 31, 2020.  The decrease in current ratio is due to the increase in accounts payable and accrued wages liability at March 31, 2021 as compared to December 31, 2020.

 

At March 31, 2021, the Company had cash and cash equivalents of $794,734 as compared to cash and cash equivalent of $308,110 at December 31, 2020, primarily reflecting redemption of certificates of deposits that were held at December 31, 2020, proceeds from the second PPP loan and the reduction of inventory on hand.

 

For the three-month period ended March 31, 2021, cash provided by operating activities was $106,401 compared to cash used of $127,031for the same period in 2020. This change was driven by net income of $4,682 during the three months ended March 31, 2021 compared to net loss of $110,306 in the three months ended March 31, 2020.   Change in operating assets and liabilities was $100,430 during the three month period ended March 31, 2021 compared to ($20,745) in 2020.

 

Cash provided from investing was $249,999 due to the redemption of a CD during the first quarter of 2021. With 12 month yields currently at a rate comparable to rates offered by Money Market accounts, maturing CDs are being deposited in these type accounts.


11



In management's opinion, the Company's cash and cash equivalents and other working capital at March 31, 2021 is sufficient to satisfy requirements for operations, capital expenditures, and other expenditures as may arise during 2021.

 

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.  

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

 

There is no established market for trading the common stock of the Company. The market 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 continued 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 maintenance of positions in low-priced stocks.

 

Item 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 March 31, 2021.  Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have determined that there was a material weakness affecting our internal control over financial reporting and, as a result of that weakness, our disclosure controls and procedures were not effective as of March 31, 2021.  

 

The material weakness is as follows:

 

We did not maintain effective controls to ensure appropriate segregation of duties as the same officer and employee was responsible for the initiating and recording of transactions, thereby creating segregation of duties weaknesses. Due to the (1) significance of segregation of duties to the preparation of reliable financial statements; (2) the significance of potential misstatement that could have resulted due to the deficient controls; and, (3) the absence of sufficient other mitigating controls; we determined that this control deficiency resulted in more than a remote likelihood that a material misstatement or lack of disclosure within the annual or interim financial statements will not be prevented or detected.

 

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.


12



PART II—OTHER INFORMATION

 

Item 5.  Other Information

 

None

 

Item 6.  Exhibits

 

EXHIBIT  NUMBER

DESCRIPTION

31.1

Section 302 Certification, CEO

31.2

Section 302 Certification, CFO

32.1

Section 906 Certification, CEO

32.2

Section 906 Certification, CFO

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document


13



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.

 

 

 

By:  /s/ Michael W. Eller

 

Date:  April 23, 2021

Name:  Michael W. Eller

 

Title:  President

(Principal Executive Officer)

 

 

 

 

By:  /s/ Michael W. Eller

 

Date:  April 23, 2021

Name:  Michael W. Eller

 

Title:  President

(Principal Accounting Officer)


14

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