SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
__
|X| ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1995
or
__
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-2892
THE DEWEY ELECTRONICS CORPORATION
(Exact name of registrant as specified in charter)
NEW YORK 13-1803974
(State of Incorporation) (I.R.S. Employer Identification No.)
27 Muller Road, Oakland, New Jersey 07436
(Address of principal executive offices) Zip Code
201-337-4700
(Registrant's telephone number)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common stock, $.01 par value
Title of class
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. Yes X
4 No ___.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form l0-K. [X]
The aggregate market value of the voting stock held by nonaffiliates of
registrant, computed by reference to the price at which the stock was sold
as of the close of business on August 12, 1995: $636,342.
The number of shares outstanding of the registrant's common stock, $.01 par
value was 1,339,531 at August 12, 1995.
THE DEWEY ELECTRONICS CORPORATION
TABLE OF CONTENTS
PART I
Item Page
1. Business 1
2. Properties 3
3. Legal Proceedings 3
4. Submission of Matters to a Vote of Security Holders 3
PART II
5. Market for Registrant's Common Equity and Related
Stockholder Matters 4
6. Selected Financial Data 5
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
8. Financial Statements and Supplementary Data 11
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 25
PART III
10. Directors and Executive Officers of the Registrant 25
11. Executive Compensation 25
12. Security Ownership of Certain Beneficial Owners and
Management 25
13. Certain Relationships and Related Transactions 25
PART IV
14. Exhibits, and Reports on Form 8-K 26
PART I
Item 1. BUSINESS
The Dewey Electronics Corporation (herein referred to as the "Company") was
incorporated in the State of New York in 1955. It is a systems oriented
military electronics research, development, design and manufacturing
organization based in Oakland, New Jersey. The Company has two industry
segments: electronics; and leisure and recreation.
In the electronics segment, the Company is a diversified producer of
sophisticated electronics and electromechanical systems for the military.
Currently, the principal products of the electronics segment of the business
are manufactured, either as prime contractor or sub-contractor, for the U.S.
Navy.
In the leisure and recreation segment, the Company, through its HEDCO division,
designs, manufactures and markets advanced, sophisticated snowmaking equipment.
The sales and operating profit of each industry segment and the identifiable
assets attributed to each segment for the last three years ended June 30, l995
are set forth in Note J ("Information About the Company's Operations in
Different Industries") of the Notes to Financial Statements.
During the last three fiscal years there have been no material expenditures for
Company-sponsored or customer-sponsored research and development activities.
Compliance with Federal, State and local environmental provisions has had no
material effect upon capital expenditures, earnings or the competitive position
of the Company. In addition, there are no material capital expenditures
anticipated for environmental control facilities.
As of August 12, 1995, the Company had a work force of 35 employees, of whom
approximately 9 were technical or professional personnel. Last year at the same
date, the workforce included 36 employees, of whom approximately 10 were
technical or professional personnel. Any fluctuations in the workforce may
result from the seasonal nature of the leisure and recreation segment of
business as well as the flow of production related to government contracts.
ELECTRONICS SEGMENT
This segment of business accounted for 88% of total revenues in fiscal 1995 and
1994 and 83% of total revenues in 1993.
The Company is continuing to pursue both long-term and short-term awards from
various government agencies and related business sectors in its areas of
electronic and mechanical expertise. The Company, however, is bidding for such
contracts in competition with other companies, including other small firms as
well as Fortune 500 companies, in a time of diminished and less predictable
military spending.
1
Since substantially all of the Company's electronics business comes from
contracts with various agencies of the United States Government or subcontracts
with prime Government contractors, the loss of Government business would have a
material adverse effect on the Company.
For the most part, working capital requirements for the electronics segment of
business are funded by progress payments provided by the Government.
All of the Company's contracts with the Government are subject to the standard
provision for termination at the convenience of the Government.
Although raw materials are generally available from a number of suppliers, the
Company is at times dependent upon a specific supplier or a limited number of
suppliers of material for a particular contract and has occasionally experienced
some delays in deliveries. Such delays have not had a material effect on
operations.
Reference is made to Item 7 ("Management's Discussion and Analysis of Financial
Condition and Results of Operations") for additional information including
backlog regarding this segment.
LEISURE AND RECREATION SEGMENT
The leisure and recreation segment of business accounted for 12% of the
Company's revenues in fiscal 1995 and 1994 and 17% in 1993.
Snowmaking equipment is sold to ski areas as original equipment or as
replacement for existing equipment. Such equipment is sold under a sales
contract that provides for a substantial down payment and retention of a
security interest in the equipment until full payment is received.
Typically, full payment is made within one year or less. The Company
services the equipment at the purchaser's expense beyond a warranty period
that expires at the end of the snowmaking season in which the sale occurs.
The Company has sold snowmaking equipment to over three hundred different
locations in the United States and abroad. Marketing is done by the
Company's employees and by distributors in domestic and foreign markets.
Orders for snowmaking equipment are normally received during the first and
fourth quarters of the fiscal year, though (as discussed under Item 7) this
pattern has been changing. For the most part shipments are made and revenues
recorded during the second quarter. Production usually takes place in the
first and second quarters and it is during this period
that inventory is generated and working capital demands are the greatest.
While there may be some temporary delays, problems regarding source and
availability of raw materials have had no material adverse effect on
operations of this segment.
Reference is made to Item 7 ("Management's Discussion and Analysis of Financial
Condition and Results of Operations") for additional information regarding this
segment.
2
Item 2. PROPERTIES
The Company's 49,200 square foot facility at 27 Muller Road, Oakland, New
Jersey, located on 90 acres of land owned by the Company, was constructed in
1981. Both the land and building are subject to the liens of the mortgages
securing the note and term loan referred to in Note F ("Long-Term Debt") of
the Notes to Financial Statements. This facility houses executive offices
and manufacturing operations and is used primarily for the electronics
segment of business. Approximately 90% of this facility is being utilized for
production (one shift), staging and storage.
In addition, the Company leases and occupies approximately 26,700 square feet of
a facility at 5 Raritan Road, Oakland, New Jersey. This facility is used for
manufacturing and storage of snowmaking equipment and storage of inventory
related to the electronics segment of business. The lease provides for
annual lease payments of $106,772 plus additional charges for utilities,
taxes, insurance and maintenance amounting to approximately $30,000,
adjusted according to actual expenses incurred. (See Note E ("Commitments and
Contingencies") of the Notes to Financial Statements.)
Item 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
3
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Company's common stock is traded over-the-counter under the symbol "DEWY".
The table below sets forth the high and low market prices of the Company's
common stock for each quarter during the last two fiscal years.
Quarterly Common Stock Price Range
Fiscal Year 1995 Fiscal Year 1994
Quarter High Low High Low
lst 1.75 .75 .9375 .50
2nd 1.125 .50 1.125 .50
3rd 1.00 .50 1.125 .50
4th .875 .50 1.125 .50
Price information is based on over-the-counter market quotations, which reflect
inter-dealer prices, without retail mark-up, mark-down or commissions, and may
not necessarily represent actual transactions.
Under provisions of the Company's term loan agreement with National Westminster
Bank, the Company cannot, during the term of the loan, without the Bank's
written consent, declare any dividend on any of its stock (other than one
solely in shares of its capital stock) in excess of 110% of the total cash
dividend declared in the preceding fiscal year in which a dividend was
declared or authorize any other distribution on any of its stock (other than
one payable solely in shares of its capital stock) or redeem any shares of its
stock for cash. The loan agreement is referred to under Item 7
("Management's Discussion and Analysis of Financial Conditions") and in Note
F ("Long-Term Debt") of the Notes to Financial Statements.
There were no dividends declared or paid during the fiscal years 1995 and
1994. The Corporation has no plans to pay dividends in the foreseeable future.
The number of holders of record of the Company's common stock as of August 12,
1995 was 917.
4
Item 6. Selected Financial Data
(In thousands of dollars except per share amounts)
Year Ended June 30,
1995 1994 1993 1992 1991
Net sales $6,692 $8,473 $8,181 $ 9,080 $ 9,304
Earnings 179 198(1) 318 364(1) 332(1)
before cumulative
effect of accounting
change
Net earnings 107 821(2) 318 364 332
Earnings $ .08 $ .09 $ .24 $ .27 $ .25
per share before
cumulative effect of
accounting change
Net earnings per $ .08 $ .61(2) $ .24 $ .27 $ .25
share
Cash dividends -- -- -- -- --
per common
share
Total assets $5,555 $6,417(2) $6,015 $ 6,542 $ 6,447
Long-term 2,614 3,365 3,714 4,191 4,432
obligations
Working capital 1,770 2,273 2,471 2,417 2,062
Stockholders' 983 876(2) 55 (263) (627)
Equity/(Deficit)
(1) Includes temporary expropriation expense of $100,000 in 1994 and income of
$172,250 and $87,750 in each of the years ended June 30, 1992 and 1991,
respectively. See Note K ("Temporary Expropriation Expense") of the
Notes to Financial Statements.
(2) See Note G ("Taxes on Income") of the Notes to Financial Statements for
information as to the effect of adopting Statement of Financial Accounting
Standards (SFAS) No. 109 in fiscal 1994.
5
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The sales and operating profit of each industry segment and the
identifiable assets attributed to each segment for the last three fiscal years
ended June 30, 1995 are set forth in Note J ("Information About the Company's
Operations in Different Industries") of the Notes to Financial Statements.
Revenues for the fiscal year 1995 were 21% lower than the revenues for 1994 and
18% lower than the revenues of 1993.
Electronics product revenues in fiscal year 1995 were 22% lower than the
revenues of 1994 (from $7,485,000 in 1994 to $5,866,000 in 1995) and 14% lower
than the revenues of fiscal year 1993 ($6,793,000). Production curtailments due
to necessary engineering changes adversely impacted fiscal 1995 revenues.
This year, 68% of electronic product revenues were the result of production
efforts under the Navy's MK48 ADCAP Torpedo Program, of which the Fleet Exercise
Section (FES) project provided 42%, the MK21 Exploder Assembly upgrade project
provided 24%, and the original award under the ADCAP Torpedo program provided
2%. The other 32% of electronic product revenues were derived from various
orders, limited in scope and duration that were generally for replacement parts
for previously supplied Department of Defense equipment and other projects.
A large part of such other revenues is attributable to the Company's
Pitometer Log Division, which manufactures speed and distance measuring
instrumentation for the Navy.
Delivery of the FES project is scheduled to be completed in December 1996.
The contract awarded for the upgrade of MK21 Exploder Assemblies has a final
delivery schedule of June 1996.
In fiscal year 1994, 73% of the revenues from electronic products were from
production efforts under the Navy's MK48 ADCAP Torpedo Program, of which the
Fleet Exercise Section (FES) project provided 45%, the original ADCAP Torpedo
project provided 24% and the MK21 Exploder Assembly project provided 4%.
Other electronic product revenues, comprising the remaining 27%, were derived
from various orders, limited in scope and duration, for Department of Defense
and other replacement equipment.
The aggregate value of the backlog of electronic products to be shipped was
approximately $10 million on June 30, 1995, $10 million on June 30, 1994 and $9
million on June 30, 1993. The portion of this backlog not previously recorded
as revenues was $1 million on June 30, 1995, $6 million on June 30, 1994 and
$3 million on June 30, 1993. It is estimated that the present backlog
will be shipped during the next 18 months and that the $1 million of this
backlog not previously recorded as revenues will be recognized as revenues
during the 1996 fiscal year. On September 11, 1995 an amendment to the
existing FES project, representing engineering changes already
developed for this project, increased the contract value by approximately
$1 million.
6
In the leisure and recreation segment, revenues for 1995, 1994 and 1993 amounted
to approximately $826,000, $988,000 and $1,388,000 respectively. The decrease
in revenues from leisure products over the three-year-period is primarily
attributable to a decline in export sales of machines, which accounted for
approximately $121,000, $321,000 and $601,000 of leisure product
revenues in 1995, 1994 and 1993, respectively. European sales, which were
responsible for $531,000 of revenues in 1993, accounted for no revenues in 1995.
The sale of parts not covered under warranty has remained comparatively level
over the past few years. The Company is facing stronger competition in both
the foreign and domestic markets, but is endeavoring to maintain its
share in these markets through product enhancement and a more intensive
marketing program.
As a result of competitive pressures, the industry is changing its purchasing
policies. Taking advantage of machine suppliers competition, ski areas are very
reluctant to make a commitment by placing orders prior to required delivery.
This is placing demands on inventory requirements and requiring more
strategic purchasing strategies for snowmaking machine suppliers.
Traditionally, the major portion of revenues from this segment of business has
been recorded during the second fiscal quarter.
The backlog of orders of snowmaking equipment to be shipped was approximately
$166,000 on June 30, 1995, $291,000 on June 30, 1994 and $285,000 on June 30,
1993. All of the current backlog will be shipped during the current year.
Gross Profit
Gross profit was 24% in fiscal year 1995, 23% in fiscal year 1994 and 24% in
fiscal 1993.
Gross profit on electronic product revenues for the same periods was 24% in
fiscal year 1995, 1994, and 1993, respectively.
Gross profit on leisure products for the same periods was 21% in 1995, 13% in
1994 and 26% in 1993. The reduction in gross profit percentage in 1994 was due
to marketing pressures in the foreign markets. New marketing strategies and
distribution in this area include the introduction of a new model of
snowmaker which conforms to the European Electric Codes which is more appealing
to this market. The introduction of this new snowmaking machine originally
resulted in slightly higher costs and a lower margin of profit.
Selling, General, and Administrative Expense
Selling and administrative expenses amounted to $1,082,596 (16% of revenues) in
fiscal 1995, $1,175,389 (14% of revenues) in fiscal 1994 and $1,240,259 (15% of
revenues) in fiscal 1993.
Interest Expense
Interest expense for the last three fiscal years was: $279,087 in 1995,
$383,757 in 1994 and $378,306 in 1993.
Interest on a 9% note payable to the New Jersey Economic Development Authority,
and interest on borrowings under a term loan agreement with National Westminster
Bank (the "Bank"), referred to below and in Note F ("Long Term Debt") of the
Notes to Financial Statements, constitute essentially all of the Company's
interest expense.
Reduced interest expense on borrowings other than the 9% note can be attributed
to principal reduction payments made during the fiscal year.
7
Temporary Expropriation Expense
During the fiscal year ended June 30, 1990, $351,000 was received from the State
of New Jersey Department of Transportation for a temporary expropriation of land
for a period of four years to be used for easement and slope purposes, in the
construction of Interstate 287. Subsequently, it was determined that in April
1994 the amount of $100,000 was to be repaid to the Department of
Transportation.
Other Expense-Net
Other Expense for fiscal 1995 is the result of a prorated portion ($59,535) of
the minimum restructuring fee resulting from a 1992 amendment to the Company's
term loan agreement (See Note F, ("Long-Term Debt") of the Notes to Financial
Statements), net of interest income of $15,348 and income from miscellaneous
sales of $4,399.
Other Expense for fiscal 1994 includes a prorated portion ($59,535) of the
minimum restructuring fee, miscellaneous discounts of $9,138, interest income of
$3,289, and gain on used equipment sold of $696.
Other Expense for fiscal 1993 consists of a prorated portion ($39,690) of such
minimum restructuring fee, net of interest income of $1,670 and income from
miscellaneous sales of $2,029.
Income Taxes
Federal income tax net operating loss carryforwards mainly arise from prior
years' losses and temporary differences between financial and taxable income.
See Note G ("Taxes on Income") of the Notes to Financial Statements.
On July 1, 1993 the Company adopted Statement of Financial Accounting Standards
(SFAS) No. 109, "Accounting for Income Taxes". This statement supersedes SFAS
No. 96, "Accounting for Income Taxes", which was adopted by the Company in 1988.
The Company has reported the cumulative effect of the change in accounting
methods as of the beginning of the 1994 fiscal year.
Deferred income taxes reflect the net tax effects of (a) temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes, and (b) operating loss
carryforwards. See Note G ("Taxes on Income") of the Notes to Financial
Statements for further information regarding the effect of adopting SFAS
No. 109.
The tax provisions for the fiscal years ended June 30, 1995 and 1994 were
calculated at an effective rate of 40%.
Changing Prices
Price changes and inflation did not have any material effect on operations over
the last three years.
8
Liquidity and Capital Resources
The Company's working capital was $1,769,550 at June 30, 1995 and $2,273,227 at
June 30, 1994. this reduction in working capital is directly attributable to a
voluntary principal reduction payment made on August 18, 1994 towards the term
loan agreement with National Westminster Bank (successor by merger in November
1994 to Citizens First National Bank of New Jersey( (the "Bank"). Contract
costs and related estimated profits in excess of applicable billings were
reduced by actual billings and collections. These billings combined with
collections of accounts receivable provided funds used to make the voluntary
principal reduction payment and the reduction in trade accounts payable.
In fiscal year 1995, operating activities provided net cash of $1,187,372
whereas in fiscal year 1994 operations provided net cash of $763,501 and in
fiscal 1993 operations provided net cash of $531,389.
Financing activities used $896,877 in fiscal year 1995. Of this amount, $93,077
was used to repay a portion of the principal amount of the outstanding note to
the New Jersey Economic Development Authority, and $803,800 was used to repay a
portion of the principal amount outstanding under the term loan agreement.
In fiscal year 1994, net cash of $493,792 was used in financing activities.
$85,094 was used to repay a portion of the principal amount of the outstanding
note to the New Jersey Economic Development Authority, $315,000 was used to
repay a portion of the principal amount outstanding under the term loan agree
ment and $93,698 was used to repay the principal amount of an installment
agreement with the Defense Finance and Accounting Service (See Note F,
"Long-Term Debt", of the Notes to Financial Statements.)
Financing activities used net cash of $365,889 in fiscal 1993. $77,797 was used
to repay a portion of the principal amount of the outstanding mortgage to the
New Jersey Economic Development Authority, $190,000 was used to repay a portion
of the principal amount outstanding under the term loan agreement and
$98,092 was for payments of the installment agreement with the Defense
Finance and Accounting Service.
The Company continues to meet its short term liquidity needs arising out of
electronic product operations through a combination of progress payments on
government contracts (based on costs incurred) and billings at the time of
delivery of products.
On a long term basis, the Company's liquidity will be dependent on the ability
to maintain borrowing arrangements with the Bank (or other lenders). On
November 15, 1994, the Company's term loan agreement with the Bank was amended
to extend the term to October 31, 2000 and make various other changes (See Note
F, "Long-Term Debt", of the Notes to Financial Statements).
The term loan agreement requires monthly principal payments of $18,400 plus
accrued interest. The interest rate is nine percent per annum and working
capital requirements have been reduced to $1,500,000. The term loan agreement
requires that the Company maintain working capital of at least $1,500,000 and
maintain net worth (excluding subordinated shareholder loans, characterized
as "due to related party" on the balance sheet) of at least $750,000. The
Company is also required to have earnings before interest, taxes, depreciation
and amortization of intangibles (EBITDA) for each fiscal year which shall
exceed the current principal payments due plus all interest payments
due during such fiscal year and EBITDA shall not be less than twice the
aggregate amount of all interest payments due for such fiscal year.
9
The term loan agreement contains other covenants and provides for a release of
the Bank's lien on Company assets, except for real property, when the principal
balance of the loan is less than $1,500,000.
The Company continues to seek alternative methods of increasing its stockholders
equity. Management intends to put its real estate holdings to their best
possible use. Currently the Company owns approximately 90 acres of land and
the building it occupies in Bergen County, New Jersey which are carried on its
books at approximately $1,000,000 but which are believed to have a
fair market value substantially in excess of this amount. This property is
adjacent to, and very close to a full interchange of Interstate Route 287,
which was completed during the fall of 1993. The alternative methods present
ly being investigated by management include, but are not limited to, the
sale of some or all of this property, a sale lease-back arrangement, or long
term financing. No assurances can be made that any transaction will occur.
Reference is made to Note G ("Taxes on Income") of the Notes to Financial
Statements for information as to the effect of the Company's adoption, as of
July 1, 1993, of SFAS No. 109, "Accounting for Income Taxes". While the
adoption of SFAS No. 109 has the effect of recognizing for balance sheet
purposes certain deferred tax assets arising from loss carryforwards and
consequently increasing stockholders' equity, this accounting change is not
significant from a liquidity standpoint.
Current Business Environment
The Company continues to redirect its marketing strategy to include the
types of programs more likely to be funded by the government and more resistant
to cost cutting. Present marketing activities include participation in bidding
efforts involving the upgrading of existing military equipment. The scope
of the Company's efforts includes utilization of the Company's precision
machining capabilities, as well as focusing on those programs which require
production of highly complex electromechanical systems.
The Company and other businesses whose activities are substantially dependent on
government contract work will continue to face uncertainties and intensified
competitive pressures from both large and small companies bidding for such work.
10
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Financial Statements and Supplementary Data
Page
Independent Auditors' Report 12
Financial Statements:
Balance Sheets, June 30, 1995 and 1994 13
Statements of Earnings, Years Ended June 30, 1995,
1994 and 1993 14
Statements of Stockholders' Equity/(Deficit), Years Ended June
30, 1995, 1994 and 1993 14
Statements of Cash Flows, Years Ended June 30, 1995
1994 and 1993 15
Notes to Financial Statements 16
11
INDEPENDENT AUDITORS REPORT
Board of Directors of
The Dewey Electronics Corporation
Oakland, New Jersey
We have audited the accompanying balance sheets of The Dewey Electronics
Corporation as of June 30, 1995 and 1994, and the related statements of earnings
stockholders' equity (deficit) and cash flows for each of the three years in the
period ended June 30, 1995. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Dewey Electronics
Corporation at June 30,1 995 and 1994 and the results of its operations and its
cash flows for each of the three years in the period ended June 30,1 995 in
conformity with generally accepted accounting principles.
As discussed in Note A to the financial statements, the Corporation changed its
method of accounting for income taxes effective July 1, 1993 to conform with
Statement of Financial Accounting Standards No. 109.
August 18, 1995
Parsippany, New Jersey
12
Balance Sheets
June 30,
1995 1994
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 578,314 $ 367,202
Accounts receivable (includes U.S. Government receivables
of approximately $266,000 in 1995 and $648,000 in 1994). 506,200 786,633
Inventories 1,350,403 1,353,746
Contract costs and related estimated profits in excess
of billings 1,188,189 1,882,047
Prepaid expenses and other current assets 47,019 49,874
TOTAL CURRENT ASSETS 3,670,125 4,439,502
PROPERTY, PLANT AND EQUIPMENT:
Land and land improvements 513,161 513,161
Building and improvements 1,797,864 1,797,314
Machinery and equipment 2,195,586 2,116,753
Furniture and fixtures 147,512 147,512
4,654,123 4,574,740
Less accumulated depreciation and amortization 3,450,882 3,328,186
1,203,241 1,246,554
DEFERRED TAX ASSET 587,338 659,896
OTHER NON-CURRENT ASSETS 93,919 71,145
TOTAL ASSETS 5,554,623 $6,417,097
LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
Accounts payable $ 269,108 $ 385,975
Accrued expenses and other liabilities 183,287 208,003
Pension costs accrued 80,358 119,006
Billings in excess of contract costs and related estimated
profits 1,045,214 1,045,214
Current portion of long-term debt 322,608 408,077
TOTAL CURRENT LIABILITIES 1,900,575 2,166,275
LONG-TERM DEBT 2,413,564 3,165,437
OTHER LONG-TERM LIABILITY 57,318 9,093
DUE TO RELATED PARTY 200,000 200,000
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, par value $1.00; authorized 250,000
shares, issued and outstanding, none -- --
Common stock, par value $.01; authorized 3,000,000 shares 16,934 16,934
Paid-in capital 2,835,307 2,835,307
Accumulated deficit (1,348,978) (1,455,852)
1,503,263 1,396,389
Less: Treasury stock, at cost 520,097 520,097
983,166 876,292
TOTAL LIABILITY AND STOCKHOLDERS EQUITY $5,554,623 $6,417,097
See notes to financial statements
13
Statements of Earnings
Years ended June 30,
1995 1994 1993
Revenues $6,691,731 $8,473,118 $8,181,146
Cost of revenues 5,111,451 6,550,853 6,208,675
Gross profit 1,580,280 1,922,265 1,972,471
Selling, general and administrative expenses 1,082,576 1,175,389 1,240,259
Operating profit 497,704 746,876 732,212
Interest expense (279,087) (383,757) (378,306)
Temporary expropriation expense -- (100,000) --
Other expense - net (39,738) (64,688) (35,991)
Earnings before income taxes and cumulative
effect of accounting change 178,879 198,431 317,915
Income tax provision (72,005) (79,875) --
Earnings before cumulative effect of accounting
change 106,874 118,556 317,915
Cumulative effect of accounting change -- 702,935 --
NET EARNINGS $106,874 $821,491 $317,915
Earnings per share before cumulative effect
of accounting change $ .08 $ .09 $ .24
Cumulative effect of accounting change -- $ .52 --
NET EARNINGS PER SHARE $ .08 $ .61 $ .24
See notes to financial statements
Statements of Stockholders' Equity/(Deficit)
Treasury stock
Common Stock at cost
Paid in Accumulated
Shares Amount capital Deficit Shares Amount
Balance, June 30, 1992 1,693,397 $16,934 $2,835,307 $(2,595,258) 353,866
$520,097
Net Earnings -- -- -- 317,915
-- --
Balance, June 30, 1993 1,693,397 16,934 2,835,307 $(2,277,343) 353,866
520,097
Net Earnings -- -- -- 821,491 --
--
Balance, June 30, 1994 1,693,397 $16,934 2,835,307 (1,455,852) 353,866
520,097
Net Earnings -- -- -- 106,874
-- --
Balance, June 30, 1995 1,693,397 $16,934 $2,835,307 $(1,348.978) 353,866
$520,097
See notes to financial statements
14
Statements of Cash Flows
Years ended June 30, 1995 1994 1993
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $106,874 $821,491 $317,915
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation..................................... 122,696 121,470 259,136
Amortization....................................... 6,789 5,500 8,032
Gain on sale of property, plant and equipment........ -- (696) --
Deferred financing costs........................... 59,535 59,535 39,690
Decrease/(Increase) in accounts receivable....... 280,433 (120,303) 132,690
Decrease/(Increase) in Inventories......... 3,343 (101,994) (109,609)
Decrease in contract costs and related estimated
profits in excess of applicable billings........ 693,858 585,978 425,852
Decrease in billings in excess of contract costs
and related estimated profits..................... -- (28,386) --
Decrease in prepaid expenses and other current assets..2,855 15,601 12,241
Decrease/(Increase) in other noncurrent assets..... 18,662 11,300 (16,500)
Decrease/(Increase) in deferred tax asset.......... 72,558 (623,060) --
(Decrease)/Increase in accounts payable........... (116,867) 19,722 (483,797)
Decrease in accrued expenses and other liabilitie (24,716) (17,570) (92,288)
(Decrease)/Increase in pension costs accrued..... (38,648) 14,913 38,027
Total adjustments................................ 1,080,498 57,990) 13,474
Net cash provided by operating activities........ 1,187,372 763,501 531,389
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property, plant and equipment...--- 8,425 --
Expenditures for property, plant and equipment......(79,383) (156,698)(37,979)
Net cash used in investing activities............. (79,383) (148,273) (37,979)
CASH USED IN FINANCING ACTIVITIES:
Repayment of long-term debt...................... (896,877) (493,792)(365,889)
NET INCREASE IN CASH AND CASH EQUIVALENTS.....211,112 121,436 127,521
CASH AND CASH EQUIVALENTS AT BEGINNING OF
YEAR............................................ $367,202 245,766 118,245
CASH AND CASH EQUIVALENTS AT END OF YEAR......... $578,314 $367,202 $245,766
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash (paid) received during the year for:
Interest..................................... $(279,785) $(383,549) $(378,311)
Interest received........................ 15,398 3,289 1,670
SUPPLEMENTAL DISCLOSURES OF NON-CASH
FINANCING ACTIVITIES:
Installment agreement incurred to finance liability to
Defense Finance and Accounting Service........ $ -- $-- $ 49,166
See notes to financial statements
15
Notes to Financial Statements
Years ended June 30, 1995, 1994, and 1993
A. Summary of Significant Accounting Policies
1. Government contract accounting
Revenues and estimated earnings under defense contracts are recorded using the
percentage-of-completion method of accounting, measured as the percentage of
costs incurred to estimated total costs for each contract. Provisions for
estimated losses on uncompleted contracts are made in the period in which such
losses are determined. Changes in job performance, job conditions, and
estimated profitability may result in revisions to costs and income and are
recognized in the period in which the revisions are determined. An amount equal
to contract costs and estimated profit (limited to estimated net realizable
value) attributable to claims is included in revenue when realization is
probable and the amount can be reasonably estimated. Claims settled in excess
of recorded amounts are recognized as collected.
2. Inventories
Inventories are valued at the lower of cost (first-in, first-out method) or
market. Components of cost include materials, direct labor and factory overhead
3. Property, plant and equipment
Property, plant and equipment are stated at cost. Allowance for depreciation
and amortization is provided on a straight-line basis over estimated useful
lives of three to ten years for machinery and equipment, ten years for furniture
and fixtures, and twenty years for building and improvements.
4. Intangibles
The excess of investment over net assets acquired had been amortized on a
straight-line basis by charges to earnings over a twenty year period ending
June 30, 1994.
5. Income taxes
On July 1, 1993 the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 109, "Accounting for Income Taxes". This statement
supercedes SFAS No. 96, "Accounting for Income Taxes" which was adopted by
the Company in 1988. The Company has reported the cumulative effect of the
change in accounting method as of the beginning of the 1994 fiscal year.
6. Cash and cash equivalents
Cash and cash equivalents include cash on hand and on deposit in banks and U.S.
Treasury Securities with a maturity date not in excess of three months.
The carrying amount of cash and cash equivalents approximates fair value due
to the short maturity of such investments.
7. Fair value of financial instruments
Due to the short term nature of accounts receivable and accounts payable their
carrying value is a reasonable estimate of fair value.
16
B. Inventories
Inventories consist of:
June 30,
1995 1994
Finished goods $445,001 $440,882
Work in progress 373,967 368,170
Raw materials 531,435 544,694
$1,350,403 $1,353,746
C. Costs and Estimated Earnings on Uncompleted Contracts
June 30,
1995 1994
Costs incurred on contracts in progress $62,735,358 $59,733,821
Estimated contract profit 8,095,440 7,139,240
70,830,798 66,873,061
Less: billings to date 70,687,823 66,036,228
$ 142,975 $ 836,833
Included in the accompanying balance sheets under the following captions:
June 30,
1995 1994
Contract costs and related estimated profits
in excess of applicable billings $1,188,189 $1,882,047
Billings in excess of contract costs and
related estimated profits (1,045,214) (1,045,214)
$ 142,975 $ 836,833
D. Stock Option Plan
The Company's stock option plan, which expires in 1998, authorizes the granting
of options to various executives and key employees to purchase shares of
common stock. Such options are granted at fair market value of the stock on
the date of grant and are exercisable over a five-year period. At June 30,
1995, options for a maximum of 90,000 shares are authorized and 49,650
shares are available for grant. Shares granted are exercisable at various
amounts ranging from $.9375 to $1.156, and from various dates during the
period March 26, 1992 to June 3, 1998.
17
The changes in the number of shares under option are as follows:
Shares Granted
and Reserved
Balance, June 30, 1992 67,000
Granted 15,000
Exercised --
Cancelled (37,000)
Balance, June 30, 1993 45,000
Granted --
Exercised --
Cancelled/Expired (5,000)
Balance, June 30, 1994 40,000
Granted --
Exercised --
Cancelled/Expired --
Balance, June 30, 1995 40,000
Exercisable at June 30, 1995 40,000
E. Commitments and Contingencies
The Company leases certain machinery, equipment and warehouse facilities.
Future minimum rental commitments as of June 30, 1995 are as follows:
1996 $122,929
1997 19,596
$142,525
Total rent expense was $194,869, $247,796 and $277,979, for each of the years
ended June 30, 1995, 1994 and 1993, respectively.
F. Long-Term Debt
Long-term debt at June 30, consists of: 1995 1994
9% mortgage note payable to New Jersey Economic
Development Authority, due through 2000, payable
in monthly installments of $12,461 including interest,
collateralized by the Company's office building and plant. $576,212 $ 669,289
9% Term loan payable to National Westminster Bank
, payable in monthly installments of $18,400 plus interest. 2,159,960 2,904,225
2,736,172 3,573,514
Less current portion 322,608 408,077
$2,413,564 $3,165,437
18
In February 1989, the Company entered into a $4,000,000 term loan agreement
with Citizens First National Bank of New Jersey. The terms of the loan
required a monthly payment of interest at the Bank's prime rate (6.0% at June
30, 1994) plus 2 percent. The proceeds of the loan were used
to repay amounts due under a term loan and notes payable under a line of credit
arrangement aggregating $2,992,000. The term loan is secured by a lien on all
Company assets, including a second mortgage on real property. The loan
agreement contains provisions for the maintenance of minimum tangible net
worth, minimum working capital and other restrictive covenants including
restrictions which prevent the Company from paying dividends.
Subsequent amendments have been made to the terms of the term loan agreement.
On November 15, 1994, the Company's term loan agreement with National
Westminster Bank (successor by merger to Citizens First National Bank of New
Jersey) ("the Bank") was amended to extend the term to October 31, 2000.
Due to this recent amendment, the carrying amount of the Company's long-term
debt is a reasonable estimate of fair value.
The term loan agreement amendment requires monthly principal payments of $18,400
plus accrued interest. Prior to this amendment, the Company had been required
to make principal payments of $75,000 in July of each year plus $20,000 per
month plus accrued interest. The interest rate was changed from two (2)
percentage points over the Bank's prime rate to nine (9) percent per annum and
working capital requirements have been reduced to $1,500,000.
The amendment also requires that the Company maintain net worth (excluding
subordinated shareholder loans, characterized as "due to related party" on
the balance sheet) of at least $750,000. The Company is also required to
have earnings before interest, taxes, depreciation and amortization of
intangibles (EBITDA) for each fiscal year which shall exceed the current
principal payments due plus all interest payment due during such fiscal year and
EBITDA shall not be less than twice the aggregate amount of all interest
payments due for the same fiscal year.
The amended agreement also provides for a release of the Bank's lien on Company
assets except for real property when the principal balance of the loan is less
than $1,500,000.
Aggregate annual principal payments applicable to long-term debt for the years
subsequent to June 30, 1995, based on the amended term loan agreements in place
at June 30, 1995 are:
1996 $322,608
1997 332,158
1998 342,604
1999 354,030
2000 328,812
Thereafter 1,055,960
$2,736,172
G. Taxes on Income
During the first quarter of fiscal year 1994, and effective July 1, 1993, the
Company adopted SFAS No. 109, "Accounting for Income Taxes". This Statement
supersedes SFAS No. 96, "Accounting for Income Taxes", which was adopted by
the Company in 1988. As permitted under the new rules, prior years'
financial statements have not been restated. Accordingly, amounts shown for
1993 reflect income tax accounting under SFAS No. 96.
19
The cumulative effect of adopting SFAS No. 109 on the Company's financial
statements was to recognize as a balance sheet asset, previously unrecorded
deferred tax benefits from net operating loss carryforwards in the amount of
$702,934 (computed at an anticipated effective tax rate of 40%),
and to increase income in that year by such amount. The current year effect of
the accounting change was a provision for income taxes of $72,005, or $.05 per
share.
The Company believes that it is more likely than not that the NOL carryforwards
will be utilized prior to their expiration. This belief is based upon the
expectation that the Company's real property, or a portion thereof, will
generate income prior to the expiration of the loss carryforwards in an
amount at least sufficient to realize the deferred tax benefit. The Company's
net operating loss carryforwards are scheduled to expire in year 2006.
The provision for income taxes is summarized as follows:
Years Ended June 30,
1995 1994 1993
Deferred
Federal $(55,056) $(61,073) $ -
State (16,949) (18,802) -
$(72,005) $(79,875) $ -
The following is a reconciliation of income taxes at the Federal Statutory rate
and the Company's effective income tax rate:
Years Ended June 30,
1995 1994 1993
Statutory federal income tax rate (34%) (34%) (34%)
State taxes, net of federal income
tax benefit (6) (6) (6)
Benefit of operating loss
carryforwards - -- 40
Effective income tax rate (40%) (40%) 0%
Deferred tax assets and liabilities as of June 30, 1995 and June 30, 1994
consisted of the following:
Deferred tax assets: 1995 1994
Net operating loss carryforward $667,701 $755,440
Deferred financing fees 63,906 39,942
Vacation accrual 31,577 31,024
$763,184 $826,406
Deferred tax liabilities:
Depreciation $144,270 $135,486
Deferred contract income 67,860 67,860
$212,130 $203,346
20
H. Pension Plan
The Company has a non-contributory defined benefit retirement plan covering all
its employees. The Plan is qualified under the Internal Revenue Code. The
method of determining the accrued benefit of an employee is the amount equal to
.8% of an employee's average monthly salary times the number of years employed
by the Corporation, to a maximum of 35 years. The Company's policy is to
contribute the amounts allowable under Internal Revenue Service regulations.
The plan assets are invested primarily in a fixed income investment account.
Net pension expense consists of the following:
Years ended June 30,
1995 1994 1993
Service cost $33,259 $37,709 $42,651
Interest cost on projected benefit obligations 46,726 67,027 64,760
Actual return on assets (28,391) (38,681) (45,697)
Net amortization and deferrals 19,025 15,220 19,194
Net pension expense $70,619 $81,275 $80,908
In both 1995 and 1994, the Company recorded its minimum pension liability as an
other long term liability and a corresponding intangible asset included in
other non-current assets. The funded status of the plan and the amount
recognized on the balance sheet are as follows:
June 30,
1995 1994
Actuarial present value of benefit obligations:
Accumulated benefit obligation (including vested benefits of
$634,401 and $586,359 as of June 30, 1995 and 1994
respectively) $645,079 $596,090
Projected benefit obligation $732,221 $837,538
Plan assets at fair value,
consisting of investments held in guaranteed insurance
contracts 474,771 477,084
Projected benefit obligation in excess of plan assets 257,450 360,454
Unrecognized net gain/(loss) 15,380 (68,913)
Unrecognized net obligation (101,219) (115,679)
Prior service cost not yet recognized in net periodic pension
cost (58,621) (65,949)
Adjustment required to recognize minimum liability -
intangible asset 57,318 9,093
Accrued pension cost $170,308 $119,006
Expected long-term rate of return on plan 1995 1994
assets 8.0% per annum 7.75% per annum
Discount rate 7.5%compounded annually 7.75%
compounded annually
Salary increase 3.0%per annum 5.5% per annum
I. Earnings Per Share
Earnings per share for the years ended June 30, 1995, 1994 and 1993 are based
upon the weighted average number of shares outstanding. Stock options have not
been considered in 1995, 1994 and 1993, as the effect would not be dilutive.
The number of shares used in the computation of earnings per share was
1,339,531 in each of the years ended June 30, 1995, 1994 and 1993.
21
J. Information About the Company's Operations in Different Industries
Year ended June 30, 1995
Leisure
and Total
Electronics Recreation Company
(in thousands)
Total revenue $5,866 $ 826 $6,692
Operating profit/(loss) $ 603 $ (105) $498
Interest expense and other income - net (319)
Earnings before income taxes $179
Identifiable assets at June 30, 1995 $2,420 $ 1,873 $4,293
Corporate assets 1,262
Total assets at June 30, 1995 $5,555
Year ended June 30, 1994
Leisure
and Total
Electronics Recreation Company
(in thousands)
Total revenue $7,485 $ 988 $8,473
Operating profit(loss) $ 959 $ (212) $ 747
Interest expense and other income - net (549)
Earnings before income taxes $ 198
Identifiable assets at June 30, 1994 $3,500 $1,840 $5,340
Corporate assets 1,077
Total assets at June 30, 1994 $6,417
Year ended June 30, 1993
Leisure
and Total
Electronics Recreation Company
(in thousands)
Total revenue $6,793 $ 1,388 $8,181
Operating profit/(loss) $ 689 $ 43 $732
Interest expense and other income - net (414)
Earnings before income taxes $318
Identifiable assets at June 30, 1993 $3,893 $1,791 $5,684
Corporate assets 331
Total assets at June 30, 1993 $6,015
The Company operates in two industries: electronics, and leisure and
recreation. Operations in the electronics industry involve primarily supplying
electronics and electrical products and systems for the United States
Government as a prime contractor or subcontractor. Operations in the leisure
and recreation industry involve the production and sale of snowmaking machinery
and servicing of such machinery at the purchaser's expense beyond the warranty
period. Total revenue by industry represents sales to unaffiliated customers,
as reported in the Company statement of earnings.
There are no inter-segment sales.
22
Operating profit is total revenue less operating expenses. Operating expenses,
including general corporate expenses, have been allocated by specific
identification or based on direct labor for items which are not specifically
identifiable. In computing operating profit, none of the following items have
been added or deducted: interest expense, income taxes, and non-operating
income. Depreciation for the electronics industry and the leisure and
recreation industry, respectively, was approximately $91,000 and $32,000 in
1995, $86,000 and $35,000 in 1994, $192,000 and $67,000 in 1993.
Capital expenditures for the electronics industry were approximately $79,000 in
1995, $157,000 in 1994, and $38,000 in 1993. There were no capital expenditures
for the leisure and recreation industry.
Identifiable assets by industry are those assets that are used in the Company's
operations in each industry. Corporate assets are principally cash, prepaid
expenses, and other current assets.
This year, 68% of electronic product revenues were the result of production
efforts under the Navy's MK48 ADCAP Torpedo Program, of which the Fleet Exercise
Section (FES) project provided 42%, the MK21 Exploder Assembly upgrade project
provided 24%, and the original award under the ADCAP Torpedo program provided
2%. The other 32% of electronic product revenues were derived from various
orders, limited in scope and duration that were generally for replacement parts
for previously supplied Department of Defense equipment and other projects.
A large part of such other revenues is attributable to the Company's Pitometer
Log Division, which manufactures speed and distance measuring instrumentation
for the Navy.
Last year, 73% of the revenues from electronic products were from production
efforts under the Navy's MK48 ADCAP Torpedo Program, of which the Fleet
Exercise Section (FES) project provided 45%, the original ADCAP Torpedo project
provided 24% and the MK21 Exploder Assembly project provided 4%. Other
electronic product revenues, comprising the remaining 27%, were derived from
various orders, limited in scope and duration, for Department of Defense and
other replacement equipment.
In 1993, 77% of the revenues from electronic products were from the production
efforts under the Navy's ADCAP Torpedo programs. Other electronic product
revenues, comprising of the remaining 23%, were derived from various orders
which were limited in scope and duration for Department of Defense replacement
equipment and other projects performed as a subcontractor.
Revenue for 1995, 1994 and 1993 amounting to approximately $826,000, $988,000,
and $1,388,000, respectively, for the leisure and recreation industry which
includes approximately $121,000, $321,000, and $601,000, respectively, of export
sales. European export sales, which were responsible for $531,000 of revenues
in 1993 and $321,000 in 1994, accounted for no revenues in 1995.
K. Temporary Expropriation Expense
During the fiscal year ended 1990, $351,000 was received from the State of New
Jersey Department of Transportation for a temporary expropriation of land for a
period of four years to be used for easement and slope purposes in the
construction of Interstate Highway 287. Subsequently, as a result of an appeal
by the State of New Jersey, it was determined in April 1994 that the amount
of $100,000 was to be repaid to the State of New Jersey Department of
Transportation.
23
L. Related Party Transaction
Due to related party represents notes payable to an officer (stockholder) of the
Company. The notes are due upon demand and are subordinate to the term loan
payable to National Westminister Bank. The officer (stockholder) has agreed
not to seek repayment of the notes until the term loan has been repaid.
Accordingly, the notes have been classified as long-term obligations. The
notes bear interest at the fixed rate of 9% (which is the same interest rate
payable on secured indebtedness to the Company's principal commercial bank
lender, National Westminster Bank).
M. Other Expense - Net
Other (expense)/income consists of the following for the year ended June 30:
1995 1994 1993
Scrap and miscellaneous sales (net) $4,399 $(9,138) $2,029
Interest income 15,398 3,289 1,670
Gain on equipment sold -- 696 --
Bank financing fees (59,535) (59,535) (39,690)
$(39,738) $(64,688) $(35,991)
24
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning Directors and Executive Officers of the Registrant is
incorporated herein by reference from the Corporation's definitive proxy
statement for the 1995 Annual Meeting of Stockholders.
Item 11. EXECUTIVE COMPENSATION
Executive compensation information is incorporated herein by reference from the
Corporation's definitive proxy statement for the 1995 Annual Meeting of
Stockholders.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Information concerning security ownership of certain beneficial owners and
management is incorporated herein by reference from the Corporation's definitive
proxy statement for the 1994 Annual Meeting of Stockholders.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 1988, Gordon C. Dewey, the Company's Chief Executive Officer and
principal stockholder, lent the Company a total of $200,000 ($100,000 on each of
November 23, 1988 and December 8, 1988, respectively). The loans, which are
unsecured, provide for the payment of interest to Mr. Dewey at the fixed rate
of 9% (which is the same interest rate payable on secured indebtedness to the
Company's principal commercial bank lender, National Westminster Bank). The
loans are repayable upon demand by Mr. Dewey, but are subordinated to the
Company's term loan with the Bank.
25
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS
ON FORM 8-K
(a) (1) The following financial statements are included in Part II Item 8:
Page
Independent Auditors Report 12
Balance Sheets, June 30, 1995 and 1994 13
Statements of Earnings, Years Ended June 30,
1995, 1994 and 1993 14
Statements of Stockholders' Equity/(Deficit), Years Ended
June 30, 1995, 1994 and 1993 14
Statements of Cash Flows, Years Ended June 30,
1995, 1994 and 1993 15
Notes to Financial Statements 16
(2) Exhibits 28
A list of the exhibits required to be filed as part
of this report is set forth in the Index to Exhibits,
which immediately precedes such exhibits, and is
incorporated herein by this reference.
(b) Reports on Form 8-K
No reports on Form 8-K have been filed by the Registrant
during the last quarter of the period covered by this
report.
26
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, The Dewey Electronics Corporation has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized:
THE DEWEY ELECTRONICS CORPORATION
_____________________________ ___________________________________
BY: Gordon C. Dewey BY: Thom A. Velto, Treasurer
President, Chief Executive
Officer and Chief Financial
Officer
DATE: September 20, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated:
___________________________________ Date: September 20, 1995
Alexander A. Cameron, Director
___________________________________ Date: September 20, 1995
Frances D. Dewey, Director
___________________________________ Date: September 20, 1995
Gordon C. Dewey, Director
___________________________________ Date: September 20, 1995
Peter Eustis, Director
___________________________________ Date: September 20, 1995
John G. McQuaid, Director
___________________________________ Date: September 20, 1995
Millard F. West, Director
27
THE DEWEY ELECTRONICS CORPORATION
INDEX TO EXHIBITS
The following exhibits are filed as part of this report. For convenience of
reference, exhibits are listed according to the numbers assigned in the Exhibit
table to Regulation S-K.
Number Page No.
3 (a)- Certificate on Incorporation as amended. This item wasfiled as part
of the Registrant's Form 10-K for the year ended June 30, 1988 herein
incorporated by reference. --
3 (b)- By Laws as amended. This was filed as part of the Registrant's Form
10-K for the year ended June 30, 1988 herein incorporated by reference. --
4 (a)- Mortgage note in the original principal amount of $1,385,000 having a
final maturity in the year 2000, issued in connection with the construction
of executive offices and production facilities in Oakland, New Jersey and
the accompanying loan agreement and mortgage securing for such note.
This item was filed as part of the Registrant's Form 10-K for the year
ended June 30, 1981 and is herein incorporated by reference. --
4 (b)- Term loan agreement with Citizens First National Bank of New Jersey in
the amount of $4,000,000 and the accompanying note and mortgage
securing such note. This item was filed as part of the Registrant's Form
10-K for the year ended June 30, 1989 and is herein incorporated by
reference. --
4 (c)- Amendment dated January 24, 1991 to such term loan agreement. This
item was filed as part of the Registrant's Form 10-K for the year ended
June 30, 1989 and are herein incorporated by reference. --
Amendment dated December 16, 1992 to the term loan agreement with
Citizens First National Bank of New Jersey. This item was filed as part of
the Registrant's Form 10-K for the year ended June 30, 1992 and is herein
incorporated by reference. --
Amendment dated November 15, 1994 to the term loan agreement with
National Westminster Bank (successor by merger to Citizens First National
Bank of New Jersey). This item was filed as part of the Registrant's Form
10-Q for the period ended December 31, 1994 and is herein incorporated
by reference. --
4 (d)- 1983 Stock Option Plan. This item was filed with the Registrant's
Definitive Proxy Statement for the 1983 annual meeting of stockholders on
December 6, 1983 and is herein incorporated by reference. --
28
