UNITED STATES
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 [Fee Required]
For the fiscal year ended December 31, 1995
Commission File number 0-14812
EDISON CONTROL CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey No. 22-2716367
(State or other jurisdiction of ( I.R.S. Employer incorporation or
organization) Identification No.)
140 Ethel Road West, Piscataway, New Jersey 08854
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 908-819-8800
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
None None
Securities registered pursuant to Section 12(g) of
the Act:
Common Stock, par value $.01 per share
(Title of class)
Indicate by check mark whether the registrant (l) has filed all reports required
to be filed by Section 13 or 15(d) 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:
[X] Yes [ ] 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 10-K. [X]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant as of March 14, 1996: $8,544,000.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock outstanding as of March 14, 1996: 2,136,000.
Page 1 of 35
ITEM 1. Business
Edison Control Corporation (the "Company") was incorporated under the laws of
the State of New Jersey on June 18, 1986 to succeed a limited partnership
organized on October 31, 1979. The Company operates in one business segment:
the design, development, manufacture and sale of electronic fault indicators.
The indicators detect electrical transmission and distribution line breakdowns
and locate faults (or breaks) in power lines, enabling a more rapid
restoration of power.
Fault Indicators-General
A major problem faced by electric utilities is the disruption of service caused
by transmission and distribution line faults. These disruptions (which are one
cause of "blackouts") represent millions of dollars in lost revenues to electric
utilities. Additionally, significant losses may be suffered by both business
and residential users of electricity due to such disruptions.
Electricity is transported by electric utilities across high voltage power
lines located overhead on poles or under the ground. In recent years, there
has been a growing trend to place power lines underground due to consumer and
environmentalist demands. The voltage in these underground power lines ranges
from 4,000 to 34,500 volts. Transformers are placed along these lines in order
to reduce the high voltage to the 120 volt current which is delivered to users.
Generally, one transformer is used for every four to ten homes.
When a fault occurs in a line, high voltage electricity passes directly to the
ground, causing enormous amounts of electrical current from the damaged power
line and other lines connected to it to rush to the ground, burning out any
protective fuses or equipment which may have been in series with the line.
Since most lines are interconnected, adjacent lines may discharge their
currents into the same fault, causing a large power outage or "blackout."
Without the use of fault indicators, in order to detect the location of the
fault in a blacked-out area, a lineman selects a transformer at a point
midway along the dead power line for testing. The transformer is disconnected
and power is reapplied. If the line fails again, it can be determined that
the fault must be closer to the generator. This process is repeated until the
shorted section has been located. This method is extremely time consuming,
costly, requires skilled personnel and causes additional damage to equipment
by the repeated short circuits involved in the testing process. When lines
are located underground, this process is further complicated due to the fact
that broken lines cannot be readily seen.
Fault locating using an automatic fault indicator such as that manufactured and
marketed by the Company is considerably easier and faster than the method
described above. The use of fault indicators eliminates the need for the
reapplication of damaging power and the need to disconnect and reconnect
transformers, thereby making more rapid restoration of power possible,
effecting substantial savings in manpower, increasing safety and decreasing
power outage losses and claims. Fault indicators are permanently attached to
power lines, generally at transformers. Many systems using fault indicators
locate such indicators at every third or fourth transformer.
The Company's fault indicators generally consist of three parts: a current
transformer for sensing the electrical current conditions of the line, a
circuit to instruct the fault display to operate, and a meter display. If a
power line faults to the ground, a surge of current will flow through the
line exceeding the limit set by the utility for that particular line. This
surge causes the fault indicator display to indicate a "fault." To detect
the source of a fault, the lineman drives or walks along the line looking at
each indicator. The fault will be between the last indicator displaying a
fault signal and the first indicator displaying a normal condition. All
of the Company's fault indicators on the line will return to a normal setting
automatically once the fault has been repaired, eliminating the need for a
lineman to manually reset all the indicators effected in series on the line.
Fault Indicators-Product Specifications
It is common practice in the electric utility industry for each company to
establish its own standard specifications for capital equipment to be
purchased. These specifications, in many cases, are strongly influenced,
if not entirely controlled, by the standards developed by the power section
of the Institute of Electrical and Electronics Engineers ("IEEE"). The Company
believes its fault indicators meet or exceed IEEE specifications.
Due to the fact that fault indicators are often exposed to the elements, they
must be capable of operation within specifications in extreme environmental
conditions. The Company's units are hermetically sealed and submersible and
operate in temperatures ranging from -40 degrees to 85 degrees centigrade.
The Company's products are capable of being installed on both live and
de-energized lines. Installation on live lines is accomplished by means of an
insulated pole referred to as a "hot stick." This ability to be installed on
live lines is a key requirement for retrofitting existing power systems which
cannot be de-energized in order to install fault indicators. The Company also
produces fault indicators which are installed on de-energized lines for a
slightly lower cost.
The Company offers to its customers fault indicators which work on both single
and three phase lines of any voltage, with output displays that can be read
visually or heard. The automatic fault indicators manufactured by the Company
can be set to various limits and are sensitive to small fluctuations in levels
of current. The Company believes its fault indicators are the most accurate in
tripping at the line current level set by the user.
Accuracy in trip level setting, speed of response to faults and adaptability to
various line protection devices are important characteristics of the Company's
fault indicators. The Company believes that it offers a wider range of features
and equipment than any other company offering similar devices.
Marketing
The Company currently markets its products, systems and services in the United
States and internationally through a network of distributors and independent
sales representatives. The Company's customers are comprised primarily of
electric utilities and electric equipment distributors.
There are a total of approximately 3,000 electric utilities in the United
States. In the year ended December 31, 1995, the Company sold product to 99
domestic customers. Additionally, the Company received orders from 4 export
distributors totaling $36,451.80 or 5% of 1995 sales. The decline in export
sales was due in part to the devaluation of the peso in Mexico.
In fiscal year 1995 three customers accounted for more than 10% of the Company's
sales: Gulf States Utilities Company accounted for 20%, Horrey Electric
Cooperative, Inc. accounted for 15% and Florida Power And Light Company
accounted for 13%. The loss of these customers, if not replaced with other
business, would have a material adverse affect on the manufacturing portion of
the Company.
Manufacturing
The Company's manufacturing activities consist primarily of the assembly and
soldering of discrete electronic components to printed circuit boards, plastic
encapsulation of the circuitry, cable stripping, ultrasonic sealing and final
testing.
Assembly of components such as resistors, transistors and diodes is performed
manually. After inspection, the assembled boards are dipsoldered automatically
by machine. Leads extending from soldered boards are automatically removed by
machine and certain connections between major equipment components are made by
machine. The final assembly testing of the Company's fault indicators is
performed manually.
The Company's fault indicators are all enclosed in polycarbonate cases.
Sealing of the fault indicator circuits and mechanism in a case is accomplished
by means of an ultrasonic sealing machine. Final test sets are capable of
producing constant currents of up to 1,500 amperes in order to simulate line
fault conditions and accurately set the current trip level for each fault
indicator. The Company does not subcontract any of its production because of
its desire to maintain a high level of quality control and product
reliability.
Raw Materials
In general, the electronic components utilized by the Company are standard and
readily available. The Company generally does not maintain finished goods
inventories but instead usually produces inventory to fill specific orders.
The Company's supply of raw materials consists of electronic components
such as diodes, transistors, resistors, capacitors and potentiometers, as well
as various types of printed circuit boards, cables, ferrite cores, meter
movements, lexan cups, bezels and potting material.
Patents and Licenses
The Company is not dependent upon patents in its business. The Company believes
that its success is more dependent upon hardware reliability and performance
than upon patentability of its products. It is the policy of the Company to
seek to protect trade secrets and other material proprietary information
regarding the design and manufacture of its products. The Company intends to
rely upon internal non-disclosure safeguards as well as upon patent and
copyright protection for new products in the future.
Product Enhancement and New Product Development
Although most power distribution systems share a considerable degree of
commonality, particularly in the components and apparatus which make up the
systems, there is, nonetheless, a considerable diversity from system to system
in the methods of circuit protection and distribution. Growth in electric power
grids has led to increasing complexity, making it difficult for a single fault
indicator to work on all systems universally. In particular, some systems are
protected by fuses which burn out at varying rates when a line shorts to the
ground, while others are protected by mechanical reclosures which open when they
sense a large current flow caused by a ground fault. Some lines have a
combination of both fuses and mechanical reclosures, which are set to trip at
various speeds and levels of current according to the system specifications.
Consequently, an ideal fault indicator should be able to sense when a true fault
condition occurs and to not falsely trigger in the presence of unusual
conditions of current caused by the action of various protective devices
employed on the line.
The Company has developed a line of fault indicators which trip at different
current levels depending on power company requirements. These units are more
complex than the Company's original units. The Company simplified construction
of these products by reducing the number of components and printed circuit
boards.
In April, 1993, the Company entered into a research contract with the Electric
Power Research Institute ("EPRI") for the development of a second generation
underground residential distribution (URD) cable fault locator based on an EPRI
patent and technology. This project has as its ultimate objective the design
and production of a device capable of locating and estimating the distance to a
fault on a URD cable system quickly and easily, without the need for skilled
personnel to interpret the results of the readings. The device is intended to
be used either as an on-line monitor or as an after-the-fault location tool.
The cost of the development and test phase of this project is approximately
$290,000, of which EPRI is responsible for 64% and the Company is responsible
for 36%. During 1995 the Company incurred $43,475 of development costs
(excluding internal engineering salaries) on this project and $101,634
cumulatively through December 31, 1995. The initial field testing of this
product was completed in December, 1994. A redesign was necessary due to low
frequency noise interference. This problem has been resolved and prototypes
will be shipped in April of 1996.
In September, 1993, the Company entered into a 15 year licensing agreement with
EPRI to manufacture and sell the cable locating device discussed above based on
EPRI's patent and technology. The licensing agreement provides for a percentage
royalty based on total device sales over the term of the agreement.
Competition
There are a number of other companies which supply fault indicators to the
electric utility industry. The Company knows of four direct competitors: RTE
Corp., McGraw-Edison Company, Horstmann Inc. and Fisher-Pierce, Inc. These
companies have greater financial, technical and personnel resources as well as
more diversified product lines than the Company. Accordingly, there can be no
assurance that the Company will be able to maintain a competitive position.
Employees and Labor Relations
As of December 31, 1995, the Company employed 16 persons, of whom 6 were engaged
in engineering, research, marketing and general administration and 10 were
engaged in manufacturing. None of the Company's employees is represented by a
labor union. The Company has never had a work stoppage and the Company considers
its employee relations to be excellent.
Management Change
From fiscal year 1988 through fiscal year 1991, the Company lost a total of
($864,561), or ($0.41) per share. Present management (see Part III, Item 10)
took control of the Company in 1991 shortly after the death of the Company's
founder, chief executive officer and largest shareholder. New management has
operated the Company with the intention of returning the Company to
profitability. The Company was profitable in fiscal years 1992, 1993 and
increased its profitability in fiscal years 1994 and 1995. Such profitability
resulted from improved returns from the investment of the Company's funds. New
management continues to seek acquisitions for the investment of the Company's
liquid assets (see Part II, Item 7). On February 1, 1995, Mary E. McCormack was
appointed President and Chief Executive Officer of the Company, for the purpose
of locating and evaluating potential acquisition candidates.
ITEM 2. Properties
The Company's executive offices and manufacturing facilities consist of 6,800
square feet of leased space in an industrial park in Piscataway, New Jersey.
The current annual base rent is $36,700, and is subject to adjustment for
increases in taxes, insurance and ground rent in an amount proportionate to the
Company's share thereof. The Company has recently entered into a one year lease
extension beginning April 1, 1996 in the same industrial park for 6,800 square
feet of executive office, manufacturing and warehouse space. The 1996 annual
ase rent is $35,700 subject to adjustment as noted above. On February 18, 1995,
the Company entered into a one year lease for office space in New York City at
an annual cost of $17,400 for the President. In 1996, the lease was extended
beginning March 1, 1996 for one year at an annual cost of $17,922.
ITEM 3. Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Shareholders on October 17, 1995. At the
Annual Meeting the shareholders elected members to the Company's Board of
Directors and approved an Amendment to the Company's 1986 Stock Option Plan to
increase by 200,000 the number of shares of Common Stock authorized for issuance
thereunder to a total of 350,000 shares (see Part III, Item 11).
PART II
ITEM 5. Market for Registrant's Common Equity and Related Stock Holder Matters
The Company's Common Stock trades in the over-the-counter-market
(NASDAQ Symbol:EDCO). The following table sets forth the high and low bid
quotation for the quarter shown. The prices quoted represent prices between
dealers in securities without adjustment for mark-ups, mark-downs or commissions
and do not necessarily reflect actual transactions.
1994
PRICE RANGE HIGH LOW
1st Quarter 8 5
2nd Quarter 7 1/4 3 3/4
3rd Quarter 5 1/4 4
4th Quarter 5 3 5/8
1995
PRICE RANGE HIGH LOW
1st Quarter 5 1/4 4 3/4
2nd Quarter 5 3/4 4 3/4
3rd Quarter 5 1/2 4 3/4
4th Quarter 5 1/4 4 1/2
On March 14, 1996 the high bid and low asked prices of the Company's
Common Stock, as reported by the National Quotation Bureau, were $4 and $4.75,
respectively.
Approximate Number of Holders of Common Stock
Approximate Number of Record
Title of Class Holders (as of March 14, 1996)
Common Stock, $.01 par value 36
Dividends
The Company has not previously paid any dividends on its Common Stock. The
Company intends to follow a policy of retaining all of its earnings, if any, to
finance its business and for general corporate purposes, including investing in
an acquisition.
<TABLE>
ITEM 6. Selected Financial Data
<CAPTION>
Years Ended December 31,
1995 1994
1993 1992 1991
<S> <C> <C>
<C> <C> <C>
Operating Results:
Sales $ 791,502 $ 1,444,004
$1,195,807 $1,611,297 $ 1,743,708
=========== ===========
========== ========== ===========
Interest and dividends $ 39,598 $ 187,818
$ 305,390 $ 326,426 $ 372,972
Realized gains on sales
of securities $ 2,214,145 $ 712,530
$ 545,742 $ 133,648 $ 0
Unrealized (losses)
gains on securities $ 1,842,902 $( 193,830)
$ 0 $ 0 $ 0
Cumulative effect of
change in accounting
principle, less taxes $ 0 $ 1,447,567
$ 0 $ 0 $ 0
Net Income (loss) $ 2,082,582 $ 1,830,347
$ 543,971 $ 115,186 $( 449,383)
=========== ===========
========== ========== ===========
Earnings per common share:
Income before cumulative
effect of change in
accounting principle $ .95 $ .18 $ .25 $ .05
$( .21)
=========== ========== ==========
========= ===========
Cumulative effect of
change in accounting
principle $ .00 $ .67 $ .00 $ .00 $
.00
=========== ========== ========== =========
===========
Net Income (loss) $ .95 $ .85 $ .25 $ .05
$( .21)
=========== ========== ==========
========= ===========
Balance Sheet Data:
Working capital $10,299,875 $ 8,101,993 $6,256,984
$5,674,025 $ 5,597,406
=========== =========== =========== ==========
===========
Total assets $12,553,486 $ 9,332,572 $6,444,468
$5,951,247 $ 5,908,808
=========== =========== ==========
========== ===========
Stockholder's equity $10,375,912 $ 8,176,330 $6,345,983 $5,802,012 $
5,686,826
=========== =========== ==========
========== ===========
Cash dividends declared
per common share $ 0 $ 0 $ 0 $
0 $ 0
=========== ========== ==========
========== ===========
</TABLE>
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
1995 versus 1994
Net sales for the fiscal year ended December 31, 1995 totaled $791,502,
a decrease of $652,502, or 45.2%, compared with fiscal year 1994. While sales
prices remained stable in 1995, the sales decrease was due in part to a decline
in the sale of the Company's products for export. Sales in Mexico in 1994 were
$229,219 versus $36,093 in 1995, a 84% decrease. Sales domestically decreased
as well, primarily due to sales to Jacksonville Electric Authority from $261,648
in 1994 and decreasing to $0 in 1995. This decline was partly attributable to
an excess inventory condition at Jacksonville Electric Authority. Management
also believes the decreased 1995 unit volume was a result of decreased spending
by the Company's electric utility customers for products such as faulted circuit
indicators which are not essential for the generation and distribution of
electric power. Management feels this trend will continue, but does not have
any indication at this time when faulted circuit indicators, which enhance
efficiency, will again be purchased in substantial quantities.
Gross profit margin decreased to 16.5% in fiscal 1995 from 30.4% in
fiscal 1994. The decrease was due to reduced unit volume and the allocation of
overhead cost over the unit volume.
Selling, general and administrative expenses were $729,267 in fiscal
year 1995, an increase of $52,410, or 7.2% from 1994. Management believes
selling, general and administrative expenses will remain constant for 1996. As
a percentage of sales, selling, general and administrative expenses increased
to 92% of sales in 1995, from 47% of sales in 1994. This increase is a result
of increased salary, rent and other administrative expenses related to the
hiring of a President and Chief Executive Officer in February, 1995. Selling
expenses remained constant at 14% of sales.
The operating loss before interest and dividends, realized gains and
unrealized gains/losses on trading securities was $598,622 in fiscal year 1995
compared to $238,179 in fiscal year 1994, an increase in the loss of $360,443.
The increase in the operating loss was due to decreased sales volume, decreased
gross profit margin and increased selling, general and administrative expenses.
Interest and dividends, net of security fees and commissions, for
fiscal year 1995 was $39,598 compared to $187,818 in fiscal year 1994, a
decrease of $148,220 or 78.9%. This decrease is due to fewer dividend
generating securities. Realized gains on the sale of trading securities for
1995 was $2,214,145 as compared to $712,530 for 1994. The increase of
$1,501,615 or 210.7% was due to increased trading activities. In addition, 1995
included unrealized gains on trading securities of $1,842,902 as compared to
losses of $193,830 in 1994. The increase in unrealized gains is mainly
attributable to an upward-market trend. The Company has no debt.
The effective tax rate increased to 40% in 1995 as compared to 18% in
1994 due to the remaining tax-loss carry forward being utilized in fiscal 1994.
Net income of $2,082,582 or $0.95 per share for fiscal year 1995
increased from $1,830,347, or $0.85 per share in fiscal year 1994 for a
difference of $252,235.
Cash increased $1,199,095, from $821,901 in fiscal 1994 to $2,020,996
in 1995. This increase is significantly a result of cash provided by operations
of $1,122,000 which was generated from the sale of trading securities and
proceeds from the exercise of $117,000 of stock options.
Management continues to analyze the possible discontinuance of the
Company's sale of electronic fault indicators in light of operating losses in
this business. No decision regarding said discontinuance has been made. If the
Company discontinued the manufacture and sale of electronic fault indicators,
the Company would be left with assets consisting of cash and cash equivalents,
investments and trading securities. Management continues to actively seek
opportunities for the investment of its liquid assets in areas which may not be
related to its present operations.
1994 versus 1993
Net sales for the fiscal year ended December 31, 1994 totaled $1,444,004, an
increase of $248,197, or 20.8%, compared with fiscal year 1993. The increase in
ales in 1994 was caused mainly by an increase in unit volume and an increase in
sales of 3 phase units verses single phase units. Management believes the
increased 1994 unit volume was a result of increased spending by the Company's
electric utility customers for products such as faulted circuit indicators which
are not essential for the generation and distribution of electric power and
increased export shipping. Management does not know whether this trend will
continue or whether products such as faulted circuit indicators which enhance
efficiency will again be purchased in substantial quantities. Product prices
on single phase units were increased by 4% in the last quarter to offset
material cost increases. Management does not believe that significant increases
are probable given the competitive nature of the market.
Gross profit margin improved to 30.4% in fiscal 1994 from 28.8% in
fiscal 1993. The improvement was due to improved operating efficiency, due in
part by improved absorption of manufacturing overhead caused by higher unit
volume. Management believes these margins will be maintained at or near present
levels in fiscal 1995.
Selling, general and administrative expenses were $676,857 in fiscal year
1994, an increase of $25,590, or 3.9% from 1993. Management believes SG&A
expenses will increase as a percentage of net sales due to the hiring of the new
President and Chief Operating Officer and the related increased cost of an
additional office.
The operating loss before interest and dividends, realized gains and
unrealized losses on trading securities was $238,179 in fiscal year 1994
compared to $307,161 in fiscal year 1993, an improvement of $68,982. This
improvement was due to increased sales and a reduction of selling, general and
administrative expenses as a percentage of net sales.
Interest and dividends for fiscal year 1994 was $187,818 compared to
$305,390 in fiscal year 1993, a decrease of $117,572 or 38.5%. This decrease is
due to fewer dividend generating securities. Realized gains on the sale of
trading securities for 1994 was $712,530 as compared to realized gains on the
sale of marketable securities for 1993 of $545,742. The increase of $166,788 or
30.6% was due to increased trading activities. In addition, 1994 included
unrealized losses on trading securities of $193,830 as a result of the Company
adopting the provision of Statement of Financial Accounting Standards No. 115 as
of January 1, 1994. The Company has no debt.
The provision for taxes in fiscal year 1993 was offset by the
federal and state benefits arising from the carryforward of prior years' net
operating losses. The remaining tax-loss carryforward was utilized during
fiscal year 1994, resulting in an effective tax rate of 18% for 1994.
Net income of $1,830,347, or $0.85 per share, for fiscal year 1994
increased from $543,971, or $0.25 per share, in fiscal year 1993. This increase
is entirely due to the $1,447,567 cumulative effect of change in accounting
principle as a result of the adoption of FAS 115 effective January 1, 1994.
The Company generated cash from operating activities of $590,374 in
fiscal year 1994, compared to $2,497 in cash generated in fiscal year 1993, an
increase of $587,877. The Company generated net cash of $79,869 in its
investing activities in fiscal year 1994 compared to a cash usage of $162,613 in
fiscal year 1993, for a net increase in cash and cash equivalents of $670,243 in
fiscal 1994. The increase in cash and cash equivalents at the end of fiscal
year 1994 is a result of the cash generated by the Company's operating
activities.
Liquidity and Capital Resources
The Company believes that it can fund its capital expenditures and its
operational requirements from operations and its currently available cash, cash
equivalents and short-term investments. Proposed capital expenditures for
fiscal year 1996 are expected to total approximately $35,000 compared to actual
capital expenditures of $39,905 in fiscal year 1995.
The Company has no long-term debt and does not anticipate a long-term
need for capital to fund its present business. The Company may, however, need
additional capital to fund an acquisition in the event such acquisition requires
funding greater than the Company's currently available liquid capital assets,
comprised of cash and cash equivalents, investments and trading securities. The
Company has not sought to obtain such capital and will do so only in the event
it is required to fund an acquisition. The source or terms of such funding, if
any, is unknown at this time.
Additionally, at December 31, 1995 the working capital ratio (i.e., the
ratio o ftotal current assets to total current liabilities) was 5.7:1. At
December 31, 1994, the working capital ratio was 8.1:1.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT AUDITORS
To: The Stockholders and The Board of Directors of
Edison Control Corporation
We have audited the financial statements of Edison Control Corporation listed in
the accompanying index to the financial statements (Item 14(a)). 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 listed in the accompanying index to
financial statements (Item 14(a)) present fairly, in all material respects, the
financial position of Edison Control Corporation at December 31, 1995 and 1994,
and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 1995, in conformity with generally
accepted accounting principles.
As discussed in Note 1 to the financial statements, in 1994 the Company changed
its method of accounting for equity and debt securities.
MetroPark, New Jersey ERNST & YOUNG LLP
February 14, 1996
EDISON CONTROL CORPORATION
BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
ASSETS 1995
1994
<S> <C>
<C>
Current assets:
Cash and cash equivalents $ 2,020,996
$ 821,901
Investments 284,000
284,000
Trading securities 9,838,998
7,629,450
Accounts receivable-trade 55,398
226,146
Prepaid expenses and deposits 47,739
47,281
Inventories 230,318
249,457
-----------
---------
Total current assets 12,477,449
9,258,235
Equipment and leasehold improvements at
cost, net 65,687
65,618
Deferred tax asset 10,350
8,719
-----------
----------
$12,553,486
$9,332,572
===========
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 924
$ 69,451
Accrued liabilities 51,701
37,378
Income taxes payable 518,728
167,674
Deferred income taxes 1,606,221
881,739
-----------
----------
Total current liabilities 2,177,574
1,156,242
Commitments and contingencies (Note 9)
Stockholders' equity:
Preferred Stock, $.01 par value; 1,000,000
shares authorized, none issued
Common Stock, $.01 par value; 10,000,000
shares authorized, 2,136,000 shares
issued and outstanding in 1995,
2,100,000 in 1994 21,360
21,000
Additional paid-in capital 6,143,334
6,026,694
Retained earnings 4,211,218
2,128,636
-----------
----------
Total stockholders' equity 10,375,912
8,176,330
-----------
----------
$12,553,486
$9,332,572
===========
==========
</TABLE>
See Accompanying Notes.
EDISON CONTROL CORPORATION
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
1995
1994 1993
----------
---------- ----------
<S> <C>
<C> <C>
Net sales $ 791,502
$ 1,444,004 $ 1,195,807
Cost and expenses:
Cost of sales 660,857
1,005,326 851,701
Selling, general and
administrative expenses 729,267
676,857 651,267
----------
---------- ----------
1,390,124
1,682,183 1,502,968
----------
---------- ----------
Operating loss ( 598,622)
( 238,179) ( 307,161)
Interest and dividends, net of
commissions 39,598
187,818 305,390
Realized gains on trading securities 2,214,145
712,530 0
Realized gains on marketable securities 0
0 545,742
Unrealized gains (losses) on
trading securities 1,842,902
( 193,830) 0
----------
---------- --------
Income before cumulative effect of
change in accounting principle
and income taxes 3,498,023
468,339 543,971
Provision for income taxes:
Current expense ( 692,590)
( 175,174) 0
Deferred (expense) benefit ( 722,851)
89,615 0
----------
---------- ---------
Income before cumulative effect of
change in accounting principle 2,082,582
382,780 543,971
Cumulative effect of change in
accounting principle, less taxes
of $962,635 0
1,447,567 0
----------
---------- ----------
Net income $ 2,082,582
$ 1,830,347 $ 543,971
===========
=========== ===========
Earnings per common share:
Income before cumulative effect
of change in accounting principle $ .95 $ .18 $ .25
----------
----------- -----------
Cumulative effect of change in
accounting principle $ .00 $ .67 $ .00
-----------
----------- -----------
Net income $ .95 $ .85 $
.25
==========
=========== -----------
Weighted average common shares
and common share equivalents 2,189,633
2,149,500 2,140,599
==========
=========== ===========
</TABLE>
See Accompanying Notes.
EDISON CONTROL CORPORATION
STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
ADDITIONAL RETAINED
COMMON
PAID-IN EARNINGS
TOTAL STOCK
CAPITAL (DEFICIT)
<S> <C> <C>
<C> <C>
Balance January 1, 1993 $ 5,802,012 $ 21,000
$6,026,694 $( 245,682)
Net income 1993 543,971
543,971
----------- ----------
- ---------- -----------
Balance December 31, 1993 6,345,983 21,000
6,026,694 298,289
Net income 1994 1,830,347
1,830,347
----------- ----------
- ---------- ----------
Balance December 31, 1994 8,176,330 21,000
6,026,694 2,128,636
Net income 1995 2,082,582
2,082,582
Exercise of stock options 117,000 360
116,640
----------- ----------
- ---------- ----------
Balance December 31, 1995 $10,375,912 $ 21,360
$6,143,334 $ 4,211,218
=========== ==========
========== ===========
</TABLE>
See Accompanying Notes.
EDISON CONTROL CORPORATION
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
1995
1994 1993
- -------- -------- --------
<S> <C>
<C> <C>
Cash flows from operating activities:
Cash received from customers $
990,661 $ 1,474,197 $ 1,221,093
Cash paid to suppliers and employees (
1,413,146) (1,746,070) (1,543,550)
Income taxes paid (
341,536) 0 0
Interest received
27,085 84,921 117,410
Dividends received
101,834 179,568 214,658
Interest and premium paid
on investments (
90,397) ( 27,882) ( 7,114)
Purchases of trading securities
(16,653,501) (8,282,783) 0
Proceeds from the sale of trading
securities
18,501,000 8,908,423 0
- ---------- --------- ---------
Net cash provided by operating
activities
1,122,000 590,374 2,497
- ---------- --------- ---------
Cash flows from investing activities:
Capital expenditures (
39,905) ( 15,131) ( 12,387)
Maturities of certificates of deposits
0 95,000 218,988
Purchases of marketable securities
0 0 (6,006,059)
Proceeds from the sale of marketable
securities
0 0 5,636,845
----------
--------- ---------
Net cash provided by (used in)
investing activities (
39,905) 79,869 ( 162,613)
- ---------- --------- ---------
Cash flows from financing activities:
Stock options exercised
117,000 0 0
- ---------- --------- ---------
Net cash provided by financing activities
117,000 0 0
- ---------- --------- ---------
Net increase (decrease) in cash and
cash equivalents
1,199,095 670,243 ( 160,116)
Cash and cash equivalents, beginning of
year
821,901 151,658 311,774
- ---------- --------- ---------
Cash and cash equivalents, end of year $
2,020,996 $ 821,901 $ 151,658
========== ========== =========
</TABLE>
See Accompanying Notes.
EDISON CONTROL CORPORATION
RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES
YEARS ENDED DECEMBER 31, 1995, 1994, AND 1993
<TABLE>
<CAPTION>
1995
1994 1993
---------
--------- ---------
<S> <C>
<C> <C>
Net Income $ 2,082,582
$ 1,830,347 $ 543,971
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 39,836
38,512 51,375
Realized gain on sale of marketable
securities 0
0 ( 545,742)
Realized gain on sale of trading
securities ( 2,214,145)
( 712,530) 0
Unrealized loss (gain) on trading
securities ( 1,842,902)
193,830 0
Purchases of trading securities (16,653,501)
(8,282,783) 0
Proceeds from the sale of trading
securities 18,501,000
8,908,423 0
Cumulative effect of change in
accounting principle 0
(2,410,202) 0
Changes in assets and liabilities:
Accounts receivable 170,748
( 40,213) ( 42,844)
Inventories 19,139
( 4,578) 28,075
Prepaid expenses and deposits ( 458)
20,530 18,412
Accounts payable ( 68,527)
16,264 ( 5,164)
Accrued liabilities 14,323
( 7,920) ( 45,586)
Income taxes payable 351,054
167,674 0
Deferred income taxes 722,851
873,020 0
---------
--------- ---------
Total adjustments ( 960,582)
(1,239,973) ( 541,474)
---------
--------- ---------
Net cash provided by operating
activities $ 1,122,000
$ 590,374 $ 2,497
=========
========= =========
</TABLE>
See Accompanying Notes.
EDISON CONTROL CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
1. Summary of significant accounting policies
Organization
Edison Control Corporation (the "Company") was incorporated under the laws of
the State of New Jersey on June 18, 1986 to succeed a limited partnership
organized on October 31, 1979. The Company designs, develops, manufactures and
sells electronic fault indicators to the utility industry in North America.
The indicators detect electrical transmission and distribution line breakdowns
and locate faults (or breaks) in power lines, enabling a more rapid restoration
of power.
Basis of Presentation
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts in the financial statements and accompanying
notes. Actual results could differ from those estimates.
Cash and cash equivalents
Cash and cash equivalents consist primarily of investments in money market
funds. For purposes of the Statement of Cash Flows, the Company considers all
highly liquid instruments purchased with a maturity of three months or less to
be cash equivalents.
Investments
Investments consist of certificates of deposit with maturities in excess of
three months and are recorded at cost which approximates market. The Company
intends to hold these certificates until maturity.
Accounts receivable-trade
Accounts receivable-trade are net of an allowance for doubtful accounts of $0 in
1995, $10,000 in 1994 and $0 in 1993.
Inventories
Inventories are stated at the lower of cost or market and are valued by the
first-in, first-out method.
Equipment and leasehold improvements
Equipment is carried at cost. Depreciation is computed using straight line
methods over the estimated useful lives of the assets from 5 to 10 years.
Amortization of leasehold improvements is over the lesser of the asset's useful
life or the term of the lease agreement.
Income taxes
The Company uses the liability method to account for income taxes. Under this
method, deferred tax assets and liabilities are determined based on differences
between financial reporting and tax bases of assets and liabilities and are
measured using the enacted tax rates and laws that will be in effect when the
EDISON CONTROL CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
1. Summary of significant account policies (cont'd)
differences are expected to reverse.
Earnings per common share
Earnings per common share is based on the weighted average number of common
shares and common share equivalents outstanding during each year.
Common share equivalents from dilutive stock options were calculated using the
treasury stock method.
Accounting change for equity and debt securities
In May 1993, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities." The Company adopted the provisions of the new
standard for securities held as of or acquired after January 1, 1994. In
accordance with the Statement, prior period financial statements have not been
restated to reflect the change in accounting principle. The cumulative effect
as of January 1, 1994 of adopting Statement 115 increased net income by
$1,447,567 (net of $962,635 in deferred income taxes), or $ .67 per share.
As required by Statement 115, equity and debt securities purchased and held
principally for the purpose of selling them in the near term are classified as
"trading securities" and reported at fair value with unrealized gains and losses
included in earnings. Prior to January 1, 1994 these marketable securities were
valued at the aggregate of the lower of cost or market. The cost of securities
sold is based on the first-in, first-out method.
Revenue recognition
Revenue is recognized when finished product is shipped.
Research and development
Amounts expended for research and development for the years 1995, 1994 and 1993
totaled $43,475, $32,082 and $26,077 respectively, and are expensed as incurred.
Stock Based Compensation
The Company accounts for its stock compensation arrangements under the
provisions of APB Opinion No. 25, "Accounting for Stock Issued to Employees",
and intends to continue to do so. Since the stock options are granted by the
Company at the fair value of the shares at the date of grant, no compensation
expense is recognized in the accompanying financial statements.
Reclassification
Certain reclassifications of prior years information were made to conform with
current year presentation.
EDISON CONTROL CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
<TABLE>
2. Trading and marketable securities
Trading securities at December 31, 1995 consisted of the following:
<CAPTION>
<S> <C> <C>
<C>
Name of issuer Number of shares Cost of each
Market value
and title of or units issue
of each issue
each issue
at balance
sheet date
Common Stock:
Chase Manhattan Corp 13,600 $ 629,625
$ 821,100
EXEL LTD-ORD 10,000 537,500
608,750
Glenayre
Technologies, Inc. 65,000 1,355,175
4,046,250
Ivax Corp 35,745 354,542
1,018,733
Madge Networks N V 7,340 242,500
328,465
3COM Corp 10,000 461,250
466,250
US Trust Corp New 20,000 659,125
995,000
Wang Laboratories,
Inc. New 35,000 618,750
581,875
York International 17,500 776,250
822,500
---------
---------
5,634,717
9,688,923
Preferred Stock:
Bankamerica Corp 5,800 145,000
150,075
---------
---------
Total $5,779,717
$ 9,838,998
=========
==========
</TABLE>
EDISON CONTROL CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
<TABLE>
2. Trading and marketable securities (cont'd)
Trading securities at December 31, 1994 consisted of the following:
<CAPTION>
<S> <C> <C> <C>
Name of issuer Number of shares Cost of each Market
value
and title of or units issue of each
issue
each issue at balance
sheet date
Common Stock:
CBS, Inc. 21,000 $1,306,719
$1,160,250
Dialogic Corp. 14,000 171,500
329,000
FPA Medical
Management, Inc. 25,000 312,500
312,500
Glenayre
Technologies, Inc. 48,400 898,532
2,795,100
Kennametal, Inc. 20,000 542,500
490,000
Methanex Corp. 30,000 503,750
390,000
Triton Energy Corp. 15,000 519,375
510,000
U S Trust Corp 10,000 608,750
635,000
Zenith Laboratories,
Inc. New 35,000 404,445
861,875
---------
---------
5,268,071
7,483,725
Preferred Stock:
Bankamerica Corp 5,800 145,000
145,725
---------
---------
Total $5,413,071
$7,629,450
=========
=========
</TABLE>
EDISON CONTROL CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
3. Inventories
Inventories at December 31, 1995 and 1994 consisted of the following:
<CAPTION>
1995
1994
<S> <C>
<C>
Raw materials $ 217,651
$ 235,083
Work-in-process and
finished goods 12,667
14,374
--------
--------
$ 230,318
$ 249,457
========
========
</TABLE>
<TABLE>
4. Equipment and leasehold improvements
Equipment and leasehold improvements at December 31, 1995 and 1994 consisted of
the following:
<CAPTION>
1995
1994
<S> <C>
<C>
Office Equipment $ 91,709
$ 66,420
Production Equipment 273,233
258,617
Leasehold Improvements 75,038
75,038
--------
--------
439,980
400,075
Less: accumulated depreciation
and amortization (374,293)
(334,457)
--------
--------
$ 65,687
$ 65,618
========
========
</TABLE>
5. License agreement
In April, 1993, the Company entered into a research contract with the Electric
Power Research Institute ("EPRI") for the development of a second generation
underground residential distribution (URD) cable fault locator based on an EPRI
patent and technology. The cost of the development and test phase of this
project is approximately $290,000, of which EPRI is responsible for 64% and the
Company is responsible for 36%. During 1995, 1994 and 1993 the Company incurred
$43,475, $32,082 and $26,077, respectively, of development costs (excluding
internal engineering salaries) on the project.
In September, 1993, the Company acquired a licensing agreement from EPRI to
manufacture a device based on the above-mentioned project. The license is for
a term of 15 years, during the first two years of which the Company has the
exclusive right to utilize EPRI's patent and technology. Under the terms of
the agreement, EPRI is entitled to percentage royalties based on net sales of
the device. No sales have been made or royalties paid to date.
6. Income taxes
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components
of the Company's deferred tax assets and liabilities as of December 31, 1995 and
December 31, 1994 are as follows:
EDISON CONTROL CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
1995
1994
Current Noncurrent Total
Current Noncurrent Total
<S> <C> <C> <C>
<C> <C> <C>
Deferred tax assets:
Fixed assets $ 9,950 $ 9,950
$ 8,719 $ 8,719
Uniform capitalization 400 400
--------- ------- --------- ---------
- ------- --------
Total deferred tax
assets 10,350 10,350
8,719 8,719
Deferred tax liabilities:
Unrealized gain on
investments (1,606,221) (1,606,221)
(881,539) (881,539)
Uniform capitalization
( 200) ( 200)
----------- -------- ----------- ---------
- ------- ---------
Deferred tax
liabilities (1,606,221) (1,606,221)
(881,739) (881,739)
----------- -------- ----------- ---------
- ------- ---------
Total deferred tax
asset (liability) $(1,606,221) $10,350 $(1,595,871) $(881,739) $ 8,719
$(873,020)
=========== ====== =========== =========
======= =========
</TABLE>
Significant components of the provision (benefits) for income taxes for the
years ended December 31, 1995 and 1994 are as follows:
1995 1994
Current:
Federal $ 506,616 $ 128,924
State 185,974 46,250
--------- --------
$ 692,590 $ 175,174
========= ========
Deferred:
Federal $ 556,595 $( 69,127)
State 166,256 ( 20,488)
--------- --------
$ 722,851 $( 89,615)
========= ========
Total $1,415,441 $ 85,559
========= ========
EDISON CONTROL CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
The reconciliation of income tax computed at the U.S. federal statutory rates
to income tax expense is:
<CAPTION>
1995
1994 1993
<S> <C>
<C> <C>
Tax at U.S. statutory rate $
1,189,328 $ 159,235 $ 185,000
Dividend received deduction (
18,689) ( 14,427)
State taxes, net of federal benefit
243,123 20,025
Effect of utilization of loss carryforward
and change in valuation allowance
( 64,024) (185,000)
Change in valuation allowance on other
deferred tax assets
( 13,135)
Other items
1,679 ( 2,115)
- --------- ------- -------
Income tax expense $
1,415,441 $ 85,559 $ 0
========= ======= =======
</TABLE>
EDISON CONTROL CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994, and 1993
7. Stock options
The Company adopted a 1986 Stock Option Plan (the "Plan") for the benefit of
directors, officers and key employees of the Company. Pursuant to the Plan
these persons may be granted options to purchase up to an aggregate of 150,000
shares of Common Stock. The Board of Directors may authorize the granting of
options under the Plan, and may determine to whom the options may be granted,
the number thereof, the option price and the exercise period. The price for
incentive stock options, which may be granted under the Plan and which meet the
requirements of Section 422A of the Internal Revenue Code, as amended, will not
be less than the fair market value of the Common Stock on the date the option is
granted (110% of such fair market value for an optionee who holds more than 10%
of the outstanding shares of the capital stock of the Company). The price for
non-statutory options shall be fixed in the discretion of the Board of Directors
and in no event will the option price for any non-statutory option granted be
less than 85% of the fair market value of the Common Stock on the date of grant.
The maximum exercise period for any option under the Plan is ten years from the
date the option is granted (five years for any optionee who holds more than 10%
of the outstanding shares of the capital stock of the Company).In November 1987,
the Board of Directors issued non-statutory options to purchase an aggregate
of 90,000 shares at an exercise price of $2.50 per share ("2.50 options"). In
1989 the Company issued non-statutory options to purchase an additional 60,000
shares at an exercise price of $1.22 per share.
In June 1993, the Board of Directors granted non-statutory options to purchase
18,000 shares each to Clarke H. Bailey, Gerald B. Cramer, John J. Delucca and
Jay J. Miller, and 35,000 shares to William B. Finneran, Directors of the
Company, at an exercise price of $2.50 per share, vesting 50% at June 5, 1994
and 50% at June 5, 1995 ("vesting $2.50 options"). In June 1995, Clarke H.
Bailey exercised his option and purchased 18,000 shares.
In July 1993, the Board of Directors granted non-statutory options to purchase
18,000 shares to John M. Sanzo, a Director of the Company, at an exercise price
of $4.00 per share, vesting 50% at July 15, 1994 and 50% at July 15, 1995
("vesting $4.00 options"). In October, 1994, the Board of Directors resolved
that the stock option, heretofore, granted to Mr. John M. Sanzo to be
fully vested notwithstanding any term of said option to the contrary and that
said option would expire 120 days following the effectiveness of a Registration
Statement on Form S-8 under the Securities Act of 1993, as amended. In June
1995, John M. Sanzo exercised his option and purchased 18,000 shares.
In October 1995, the 1986 Stock Option Plan was amended to increase by 200,000
the number of shares of common stock authorized for issuance, thereunder to a
total of 350,000 shares.
In February 1995, the Board of Directors authorized a grant, subject to and
effective upon the date of approval by the Company's stockholders, to the
Company's President and Chief Executive Officer of options to purchase up to
200,000 shares of common stock pursuant to the 1986 Option Plan at an exercise
price of $4.00 per share vesting 33% each at date of grant, on February 1,
1996, and on February 1, 1997, respectively. At the Annual Meeting on October
17, 1995, the shareholders approved this grant.
EDISON CONTROL CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994, AND 1993
<TABLE>
Stock option activity is summarized as follows;
<CAPTION>
Year ended December 31,
1995 1994 1993
<S> <C>
<C> <C>
Options outstanding at January 1
150,000 150,000 45,000
Options granted
200,000 125,000
Options exercised (
36,000)
Options expired
( 20,000)
- ------- ------- -------
Options outstanding at December 31
314,000 150,000 150,000
======= ======= =======
Options exercisable at December 31
180,666 96,500 25,000
======= ======= =======
Price range per share
$2.50-$4.00 $2.50-$4.00 $2.50-$4.00
=========== =========== ===========
</TABLE>
8. Major customers
Gulf States Utilities Company accounted for 20%, 13% and 19% of net sales,
Jacksonville Electric Authority accounted for 0%, 17% and 9% of net sales, Horry
Electric Cooperative, Inc. accounted for 15%, 3% and 3% of net sales and Florida
Power And Light Company accounted for 13%, 5%, and .10% of net sales in 1995,
1994 and 1993, respectively. In addition, the Company's export sales accounted
for 5%, 16% and 12% of net sales in 1995, 1994 and 1993, respectively.
9. Commitments and contingencies
Subsequent to December 31, 1995, the Company entered into a one year lease
extension beginning April 1, 1996 for 6,800 square feet of administrative,
production and warehouse space. Annual payments under this lease are $35,700,
exclusive of joint tenant maintenance fees. The Company incurred rent expense
in the amount of $49,382, $44,800 and $25,790 in 1995, 1994 and 1993,
respectively (including joint tenant maintenance fees). Also subsequent to
December 31, 1995 the Company entered into a one year lease extension beginning
February 18, 1996 for office space in New York City at an annual cost of
$17,922.
In August 1992, the Company became subject to a wrongful discharge lawsuit in
the amount of $200,000 filed by a former employee in the United States District
Court for the Eastern District of New York. This suit was dismissed in a
summary judgment in July, 1993. In December 1993, the Company became subject to
a wrongful discharge lawsuit in the amount of $550,000 filed by the same
employee in the Superior Court of New Jersey. The Company believes that
although this lawsuit is without merit, the cost to continue through trial would
have exceeded $25,000. As a result, a settlement of $10,000 was reached in a
court conference on January 25, 1995, accrued for in the accompanying financial
statements as of December 31, 1994 and paid in March 1995.
In February 1995, the Company entered into an employment agreement with one of
its executives. The agreement's term is for a three year period and stipulates
that the executive's annual base salary shall be $150,000.
10. Related party transactions
At December 31, 1995, Edison Control Corporation held in its investment
portfolio 65,000 shares of common stock of Glenayre Technologies, Inc. which
were purchased during 1992, 1993 and 1995 at a cost of $1,355,175 and have a
market value at December 31, 1995 of $4,046,250. The Chairman of the Board of
Glenayre Technologies, Inc. is a member of the Board of Directors of Edison
Control Corporation.
* * * * *
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
Director
Name Company Office(s) Since Age
William B. Finneran Chairman of the Board 1991 54
and Director
Jay J. Miller Secretary and Director (1) 1991 63
Gerald B. Cramer Director (1) (2) 1992 65
John J. Delucca Director (2) 1991 52
Mary E. McCormack President, Chief Executive 1995 42
Officer and Director (3)
Jack V. Miller Vice President, Treasurer and - 57
Chief Financial Officer
- ----------
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
(3) Hired as President and Chief Executive Officer on February 1, 1995.
William B. Finneran is a Managing Director of Oppenheimer & Co., Inc., an
investment banking firm, with which he has been associated since 1972. Mr.
Finneran is a Director of Champion Beverage, Inc., a beverage manufacturer and
retailer; Keystone Communications, Inc., a software development company;
National Planning Association, a non-profit advisory board; and Covenant House,
a non-profit charitable institution. Mr. Finneran was elected Chairman of the
Board and Chief Executive Officer of the Company in November, 1991.
Jay J. Miller has been a practicing attorney in the State of New York for more
than thirty years. Mr. Miller is a director of Total-Tel U.S.A. Communication,
Inc., a provider of long-distance telephone service; Vestro Natural Foods, Inc.,
a specialty food manufacturer and distributor; and Gulf Resources LTD., a New
Zealand Real Estate Company.
Gerald B. Cramer has been Chairman of the Board of Glenayre Technologies, Inc.
and its predecessor since 1986. Glenayre Technologies, Inc. is a leading
manufacturer of equipment for the wireless telecommunications industry. Mr.
ramer has also been Chairman and Chief Executive Officer of Cramer Rosenthal
McGlynn, Inc., an investment management firm, since 1973, and also serves as a
director of OSHAP Technologies, Ltd, a computer aided design/manufacturing
technology company, and Express America Holdings Corporation, a mortgage banking
and servicing company.
John J. Delucca is Senior Vice President and Treasurer of RJR Nabisco.
Mr. Delucca was Chief Financial Officer of the Hascoe Association, a private
investment company from January, 1991 to September, 1993, President and Chief
Financial Officer for The Lexington Group from October, 1990 to January, 1991,
Senior Vice President of Finance and Managing Director of the Trump Group from
May, 1988 to October, 1990, and Senior Vice President of Finance for
International Controls Corporation from April, 1986 to May, 1988. Mr. Delucca
is a director of Enzo Biochem, Inc., a genetic research and laboratory company,
and Nature Food Centers, Inc.,a specialty retailer.
Mary E. McCormack was appointed President and Chief Executive Officer of the
Company on February 1, 1995. Prior to joining the Company, Ms. McCormack was a
Managing Director of Beechtree Capital Partners, Inc., a boutique merchant
banking firm which she co-founded in 1989. From 1983 to 1989, she served in a
variety of capacities for the investment banking and brokerage firm of Advest,
Inc., most recently as Vice President-Corporate Finance. Ms. McCormack is a
Director of Star International Holdings, Inc., a manufacturer of commercial
cooking appliances, and the Junior League of Central Westchester, a non-profit
charitable institution.
Jack V. Miller has been with the Company since July, 1991 and has served
as Material Manager and General Operation Manager. Mr. Miller was appointed
Chief Financial Officer on August 10, 1994 and Treasurer on November 15, 1994.
Mr. Miller was appointed Vice President of the Company on October 17, 1995.
Prior to joining the Company, Mr. Miller was an independent consultant.
<TABLE>
ITEM 11. Executive Compensation
The following table sets forth the annual and long-term compensation
for the Company's
Chief Executive Officer and other named executives, as well as the total
compensation paid to
each named executive during the Company's last three fiscal years:
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation Long-Term
Compensation
Other
All
Annual Restricted
LTIP Other
Name Compen- Stock Optional
Pay- Compen-
Principal Position Year Salary($) Bonus($) sation($) Awards($) SAR,s(#)
outs($) sation($)
<S> <C> <C> <C> <C> <C> <C> <C>
<C>
William Finneran 1995 50,000 -0- -0- -0- -0-
- -0- -0-
Chairman 1994 50,000 -0- -0- -0- -0-
- -0- -0-
1993 50,000 -0- -0- -0- -0-
- -0- -0-
John M. Sanzo 1995 -0- -0- -0- -0- -0-
- -0- -0-
Former President 1994 28,077 -0- -0- -0- -0-
- -0- -0-
and CFO 1993 100,962 -0- -0- -0- -0-
- -0- -0-
Jack V. Miller 1995 86,061 2,427 -0- -0- -0-
- -0- -0-
Vice President, 1994 81,876 -0- -0- -0- -0-
- -0- -0-
Treasurer and CFO
Mary E. McCormack 1995 136,731 -0- -0- -0- -0-
- -0- -0-
President and CEO
</TABLE>
<TABLE>
Option Grants and Year-End Option Values
There were 200,000 options granted in 1995.
Aggregated Option Exercises in
1995
and Option Values at December 31,
1995
<CAPTION>
Number of Value of Unexercised
Shares
Unexercised In-the-Money
Acquired on Value Options at
12/31/95 (#) Options at 12/31/95($)(1)
Name Exercise(#) Realized($) Exercisable
Unexercisable Exercisable Unexercisable
<S> <C> <C> <C>
<C> <C> <C>
William B. Finneran -0- -0- 60,000
-0- 120,000 -0-
Gerald B. Finneran -0- -0- 18,000
-0- 36,000 -0-
John J. Delucca -0- -0- 18,000
-0- 36,000 -0-
Jay J. Miller -0- -0- 18,000
-0- 36,000 -0-
Mary E. McCormack -0- -0- 66,666
133,334 33,333 66,667
Clarke H. Bailey 18,000 49,500 -0-
-0- -0- -0-
John M. Sanzo 18,000 13,500 -0-
-0- -0- -0-
- --------
</TABLE>
(1) Value is the difference between the market value of the Company's
Common Stock on December 31, 1995 and the exercise price.
Long-Term Incentive Plan-Awards in the Last Fiscal Year
There were no long-term incentive plan awards made by the Company in
the year ended December 31, 1995.
Pension Plan
The Company has no pension plan for employees or directors.
Stock Option Plan
The Company adopted a 1986 Stock Option Plan (the "Plan") for the
benefit of directors, officers and key employees of the Company. Pursuant to
the Plan these persons may be granted options to purchase up to an aggregate of
150,000 shares of Common Stock. The Board of Directors may authorize the
granting of options under the Plan and may determine to whom the options may be
granted, the number thereof, the option price and the exercise period. The
price for incentive stock options which may be granted under the Plan and meet
the requirements of Section 422A of the Internal Revenue Code, as amended, will
not be less than the fair market value of the Common Stock on the date the
option is granted (110% of such fair market value for an optionee who holds more
than 10% of the outstanding shares of the capital stock of the Company). The
price for non-statutory options shall be fixed in the discretion of the Board of
Directors and in no event will the option price for any non-statutory option
granted be less than 85% of the fair market value of the Common Stock on the
ate of grant. The maximum exercise period for any option under the Plan is ten
years from the date the option is granted (five years for any optionee who holds
more than 10% of the outstanding shares of the capital stock of the Company).
In November, 1987, the Board of Directors issued non-statutory options to
purchase an aggregate of 90,000 shares at an exercise price of $2.50 per share
("$2.50 options"). In 1989 the Company issued non-statutory options to purchase
an additional 60,000 shares at an exercise price of $1.22 per share.
In June 1993, the Board of Directors granted non-statutory options to
purchase 18,000 shares each to Clarke H. Bailey, Gerald B. Cramer, John J.
Delucca and Jay J. Miller, and 35,000 shares to William B. Finneran, Directors
of the Company, at an exercise price of $2.50 per share, vesting 50% at June 5,
1994 and 50% at June 5, 1995 ("vesting $2.50 options"). In June 1995, Clarke H.
Bailey exercised his 18,000 option shares.
In July 1993, the Board of Directors granted non-statutory options to
purchase 18,000 shares to John M. Sanzo, Director of the Company, at an exercise
price of $4.00 per share, vesting 50% at July 15, 1994 and 50% at July 15, 1995
("vesting $4.00 options"). In October, 1994, the Board of Directors resolved
that the stock option, heretofore, granted Mr. John M. Sanzo to be fully vested
notwithstanding any term of said option to the contrary and that said option
expire 120 days following the effectiveness of a Registration Statement on Form
S-8 under the Securities Act of 1993, as amended. In June 1995, John M. Sanzo
exercised said option in full.
In October 1995, the 1986 Stock Option Plan was amended to increase by
200,000 the number of shares of common stock authorized for issuance, thereunder
to a total of350,00 shares.
In February 1995, the Company entered into a 3 year Employment
Agreement with Mary McCormack which includes the grant of a stock option
referenced to in Note 7 of the Notes to Financial Statements on page 25 of this
report.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Certain Beneficial Owners
Set forth below is certain information concerning persons who are known by
the Company to own beneficially more than 5% of the Company's outstanding Common
Stock on March 1, 1996:
Name and Address Number of Shares Percentage
Of Beneficial Owner Owned of Class
William B. Finneran 765,785 (1,2) 33.0%
World Financial Center
34th Floor
New York, NY 10281
Edco Partners, Ltd. 182,053 7.9%
950 17th Street, Suite 1600
Denver, CO 80202
John M. Sanzo 152,000 7.1%
140 Ethel Road West
Piscataway, NJ 08854
- ------------
(1) Includes 60,000 currently exercisable stock options.
(2) Does not include 4,740 shares owned by two Uniform Gifts to Minors Act
accounts, each account for the benefit of one of Mr. Finneran's
children; Mr. Finneran disclaims beneficial ownership of these shares
for purposes of section 16 of the Securities Exchange Act of 1934, as
amended, or otherwise.
Security Ownership of Management
The following table sets forth as of March 1, 1996 information
concerning the beneficial ownership of Common Stock by each director of
the Company and all directors and officers of the Company as a group:
Name of Number of Shares Percentage
Beneficial Owner Owned of Class
Gerald B. Cramer 88,000 (3) 3.8%
John J. Delucca 28,000 (3) 1.2%
William B.Finneran 765,785 (1,2) 33.0% (1,2)
Mary E. McCormack 66,666 (4) 2.9%
Jay J. Miller 18,000 (3) 0.8%
All Directors and Officers
as a group (5 in number) 966,451 45.2%
(1) Includes 60,000 currently exercisable stock options.
(2) Includes 4,740 shares owned by two Uniform Gifts to Minors Act
accounts, each account for the benefit of Mr. Finneran's children; Mr.
Finneran disclaims beneficial ownership of these shares for purposes of
Section 16 of the Securities Exchange Act of 1934, as amended, or
otherwise.
(3) Includes 18,000 currently exercisable stock options.
(4) Includes 66,666 currently exercisable stock options.
ITEM 13. Certain Relationships and Related Transactions
Mr. Gerald B. Cramer is Chairman of the Board of Glenayre Technologies,
Inc. At December 31, 1995, the Company held in its investment portfolio 65,000
common shares of stock in Glenayre Technologies, Inc., acquired in 1992, 1993
and 1995 at a cost of $1,355,175 and has a market value at December 31, 1995 of
$4,046,250.
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) There are filed as part of this Form 10-K the following:
1. Report of Independent Auditors
Financial Statements
Balance Sheets as of December 31, 1995 and 1994
Statements of Operations for the years ended December 31, 1995,
1994 and 1993
Statements of Stockholders' Equity for the years ended December 31,
1995, 1994 and 1993
Statements of Cash Flows for the years ended December 31, 1995,
1994 and 1993
Notes to Financial Statements
2. Financial Statement Schedules
All schedules to the financial statements are omitted since the required
information is either inapplicable or the information is presented in the
financial statements or related notes.
(b) Employment Agreement between the Company and Mary E. McCormack
3. Listing of Exhibits
Incorporation
by Reference
Exhibit Number Description of Documents Designation
(3) (i) * Certificate of Incorporation (3) (i)
filed June 18, 1986
(ii) * By-laws of the Company (3) (ii)
(4) (i) ** Copy of Specimen Stock (4) (i)
Certificate
(ii) * Form of Warrant sold to (4) (ii)
McKinley Allsopp, Inc.
(iii) * 1986 Stock Option Plan of (4) (iii)
Company
(10) (i) * Employment Agreement (10) (i)
between Company and
Taft B. Russell
(ii) * License Agreement, dated (10) (iii)
September 7, 1979,
between Company and
Hershel Toomim
(iii) *** Employment Agreements dated
November 1, 1987 between Company
and George Powers, Anthony Gagliardi
and Marilyn Salko
(iv) * Employment Agreement dated February 1, 1995
between the Company and Mary E. McCormack
* Previously filed as Exhibits to Registration
Statements on Forms S-18 (File No. 33-6736-NY), filed
with the Securities and Exchange Commission on June
24, 1986, and incorporated herein by reference
** Previously filed as Exhibits to Amendment No. 1
to Registration Statement on Form S-18 (File No.
33-6736-NY), filed with the Securities and Exchange
Commission on July 23, 1986, and incorporated herein
by reference
*** Previously filed as exhibits to Form 10-K for year
ended December 31, 1988
(c) No reports on Form 8-K have been filed during the last
quarter of the period covered by this Annual Report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
EDISON CONTROL CORPORATION
/s/ Mary E. McCormack
By:
Mary E. McCormack
President, Chief Executive Officer and Director
/s/ Jack V. Miller
By:
Jack V. Miller
Vice President, Treasurer and Chief Financial
Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the Company
and in the capacities and on the dates indicated:
Signature Title Date
/s/ William B. Finneran 3/27/96
William B. Finneran Chairman of the Board
and Director
/s/ Mary E. McCormack 3/27/96
Mary E. McCormack President, Chief Executive
Officer and Director
/s/ Jack V. Miller 3/27/96
Jack V. Miller Vice President, Treasurer and
Chief Financial Officer
/s/ Jay J. Miller 3/27/96
Jay J. Miller Secretary and Director
/s/ Gerald B. Cramer 3/27/96
Gerald B. Cramer Director
/s/ John J. Delucca 3/27/96
John J. Delucca Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 2,304,996
<SECURITIES> 9,838,998
<RECEIVABLES> 55,398
<ALLOWANCES> 0
<INVENTORY> 230,318
<CURRENT-ASSETS> 12,477,449
<PP&E> 439,981
<DEPRECIATION> 374,294
<TOTAL-ASSETS> 12,553,486
<CURRENT-LIABILITIES> 2,177,574
<BONDS> 0
<COMMON> 21,360
0
0
<OTHER-SE> 10,354,552
<TOTAL-LIABILITY-AND-EQUITY> 12,553,486
<SALES> 791,502
<TOTAL-REVENUES> 791,502
<CGS> 660,857
<TOTAL-COSTS> 660,857
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3,498,023
<INCOME-TAX> 1,415,441
<INCOME-CONTINUING> 2,082,582
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,082,582
<EPS-PRIMARY> .95
<EPS-DILUTED> 0
</TABLE>
