ESP 10-K & 10-Q changes, risk factors and insider trading
Espey Mfg & Electronics Corp. · NYSE · Electronic Components, Nec · CIK 33533 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Not available: the section could not be located automatically in both filings (non-standard layout or incorporated by reference). See the original filing. Open the filing on SEC.gov.
Management's Discussion & Analysis (MD&A)
Largest changes
“The increase in gross profit for the year ended June 30, 2025 when compared to the same period last year resulted primarily from (i) sales levels and general product mix, (ii) higher than average profit margins on completed milestone sales, and (iii) non-recurring cost savings related to realized labor efficiencies and savings on material purchases. …”see in full comparison
Gross profits for the years ended June 30,see in full comparison20252026 and20242025 were$12,684,631$16,284,133 and$10,653,060,$12,684,631, respectively. Gross profit as a percentage of sales was28.9%35.3% and27.5%,28.9%, for the same periods, respectively. The primary factors in determining the change in gross profit and net income are overall sales levels and product mix. The gross profits on mature products and build to print contracts are typically higher as compared to products which are still in the engineering development stage or in early stages of production. In the case of the latter, the Company can incur what it refers to as “loss contracts,” primarily on engineering design contracts in which the Company invests with the objective of developing future product sales. In any given accounting period, the mix of product shipments between higher margin programs and less mature programs, and expenditures associated with loss contracts, has a significant impact on gross profit and net income. Gross profit for the fiscal year ended June 30, 2026, increased year-over-year, driven primarily by higher sales volume and a favorable product mix. This growth was further supported by higher-than-average profit margins on completed milestone sales and the utilization of lower-cost labor groups than originally budgeted.
Net sales for the years ended June 30,see in full comparison20252026 and20242025 were$43,950,872$46,124,325 and$38,736,319,$43,950,872, respectively,anaapproximate 13.5%4.95% increase. In general, sales fluctuations within product categories will occur during a comparable fiscal period as the direct result of product mix, influenced by the duration of specific programs and the contractual terms of firm orders placed for product and services under those programs including contract value, scope of work and contract delivery schedules. Deliverables within firm contracts are often subject to delivery schedules which also contributes to sales fluctuations between comparable periods.SalesFiscal year 2026 sales increased year-over-year, driven primarily by growth infiscalouryearmagnetics2025programswereandhigherfieldwhenservice work. This growth was partially offset by lower sales in our power supply programs, resulting from contract completions and planned customer delivery schedules that led to fewer active orders compared to the prioryear primarily attributable to (i) several large multi-year contracts for shipboard transformers and power distribution panels, (ii) power systems for combat vehicles, and (iii) power systems for aircraft radar and missile platforms. Additionally, the Company saw increases on build to print sales. These increases were partially offset by a slight decrease in sales related to our magnetics programs where various contracts had fewer or no sales in the current reporting period as compared to the same period last year due to order completion or planned customer delivery schedules.year.
During the fiscalsee in full comparisonyearsyear ended June 30,2025 and 2024,2026, the Company expended$4,365,404 and $5,164,165, respectively,$3,108,908 for plant improvements and newequipment.equipment,Ofof which $2,029,608 was reimbursed under thetotal$3.4 million award that was received by the Company in the second quarter of fiscal year 2025. During the fiscal year ended June 30, 2025, the Company expendedamount,$4,365,404 for plant improvements and new equipment, of which $3,260,000 was reimbursedin fiscal year 2025 and $4,228,722 was reimbursed in fiscal year 2024undera not-to-exceedthe $7.4 million award received by theCompany.CompanyAdditionally,induring thefiscal yearended June 30, 2025 there was $1,731,042 for plant improvements and new equipment eligible for reimbursement under a not-to-exceed $3.4 million award received by the Company.2023. Theawardawards received by the Companyisare in support of facility and capital equipment upgrades for testing and qualification for the United States Navy.ThisThese fundingawardawardsisare part of the Navy’s investment to improve and sustain the Surface Combatant Industrial Base. Separately, the Company has budgeted approximately$850,000$500,000 for new equipment and plant improvements in fiscal year2026,2027, not reimbursable undertheany funding award. A majority of these expenditures will be made to maintain and upgrade our operations facility, stay competitive in the marketplace and to meet the needs of current contracts.
Management expectssee in full comparisonrevenues infiscal year2026 to be higher than2027 revenuesrecognizedtoduringoutpace fiscal year2025.2026.NetWhileincome per sharerevenue isanticipatedgrowing, the current sales mix is expected tofallshiftbelowandfiscalinclude2025newresults driven primarily by orders already in our backlog that will be shipped in fiscal year 2026products withhigherheavieranticipatedengineeringaggregateinvestments. Although these upfront coststhanmay temporarily compress near-term gross profits, they have theproduct mixpotentialshippedtoduringbuildfiscala2025.foundation for long-term production revenue. Manufacturing scaling and efficiency initiatives are expected to help offset these initial costs and support gross margins. As market factors, including competition and product costs impact gross profit margins, management will continue to evaluate our sales strategy, employment levels, and facility costs.
Selling, general and administrative expenses weresee in full comparison$4,557,945$4,689,449 for the fiscal year ended June 30,2025,2026, an increase of$444,337$131,504 compared to the fiscal year ended June 30,2024.2025. The increase in spending for the year ended June 30,20252026 compared to the same period in20242025 mainly arose fromthe temporaryan increase inemployee compensationsalariescostsandrelatedincentivetopay,aanbrief overlapincrease inahealthfewbenefitpositionscosts,requiringanaincreasetrainingin transfer agent fees, andtransition period due to retirements that occurred during 2025. In addition, the Company hadan increase in ESOPcontributions,contributionfacility costs due to the completion of the new building, and travel and entertainment expenses.expense. These increases were offset, in part, by a decrease inthe cost of insurance,conferenceandexpenses,trainingemployee recruitment costs,andoutsidemarketingselling expenses, andadvertisingstockcosts.option expense.
Full comparison: every changed paragraph (17)
Management expects revenues in fiscal year 2026
to be higher than2027 revenues recognizedto duringoutpace fiscal year 2025.2026. NetWhile income per sharerevenue is anticipatedgrowing, the current sales mix is expected to fallshift belowand fiscalinclude 2025new results driven
primarily by orders already in our backlog that will be shipped in fiscal year 2026products with higherheavier anticipatedengineering aggregateinvestments. Although these upfront costs thanmay temporarily compress near-term gross profits, they have the product
mixpotential shippedto duringbuild fiscala 2025.foundation for long-term production revenue. Manufacturing scaling and efficiency initiatives are expected to help offset these initial costs and support gross margins. As market factors, including competition and product costs impact gross profit margins, management will
continue to evaluate our sales strategy, employment levels, and facility costs.
The Company currentlyexpects expectsfiscal year 2027 new orders in
to meet or exceed fiscal year 2026 to be lower than those received in fiscal year 2025.levels. During fiscal year 2025,2026, the Company received $86.4
approximately $41.4 million in new orders which included two significant, multi-year contract awards in an aggregate sum of $49.4 million.orders. In
addition to the backlog, the Company currently has outstanding opportunities representing approximately $163$173 million in the
aggregate as of AugustSeptember 31,5, 2025,2026, for both repeat and new programs. Outstanding opportunities encompass various new and previously
manufactured power supplies, transformers, and subassemblies. The stated amount includes only those opportunities that we believe
are likely to be awarded based on factors which include: quotation status, communicated award dates, historical ordering, public
information on defense programs and program funding, discussion with customers, and our cost competitiveness. However, there can be
no assurance that the Company will acquire any of the outstanding opportunities described above, many of which are subject to
allocations of the United States defense spending and elements affecting the defense industry. Many
solicitations we receive for the procurement of goods and services takes place by competitive bidding.
Net sales for the years ended June 30, 20252026 and
2024 2025 were $43,950,872$46,124,325 and $38,736,319,$43,950,872, respectively, ana approximate 13.5%4.95% increase. In general, sales fluctuations within product categories
will occur during a comparable fiscal period as the direct result of product mix, influenced by the duration of specific programs and
the contractual terms of firm orders placed for product and services under those programs including contract value, scope of work and
contract delivery schedules. Deliverables within firm contracts are often subject to delivery schedules which also contributes to sales
fluctuations between comparable periods. SalesFiscal year 2026 sales increased year-over-year, driven primarily by growth in fiscalour yearmagnetics 2025programs wereand higherfield whenservice work. This growth was partially offset by lower sales in our power supply programs, resulting from contract completions and planned customer delivery schedules that led to fewer active orders compared to the prior year primarily attributable
to (i) several large multi-year contracts for shipboard transformers and power distribution panels, (ii) power systems for combat vehicles,
and (iii) power systems for aircraft radar and missile platforms. Additionally, the Company saw increases on build to print sales.
These increases were partially offset by a slight decrease in sales related to our magnetics programs where various contracts had fewer
or no sales in the current reporting period as compared to the same period last year due to order completion or planned customer delivery
schedules.year.
Gross profits for the years ended June 30, 2025
2026 and 20242025 were $12,684,631$16,284,133 and $10,653,060,$12,684,631, respectively. Gross profit as a percentage of sales was 28.9%35.3% and 27.5%,28.9%, for the same periods,
respectively. The primary factors in determining the change in gross profit and net income are overall sales levels and product mix. The
gross profits on mature products and build to print contracts are typically higher as compared to products which are still in the engineering
development stage or in early stages of production. In the case of the latter, the Company can incur what it refers to as “loss
contracts,” primarily on engineering design contracts in which the Company invests with the objective of developing future product
sales. In any given accounting period, the mix of product shipments between higher margin programs and less mature programs, and expenditures
associated with loss contracts, has a significant impact on gross profit and net income. Gross profit for the fiscal year ended June 30, 2026, increased year-over-year, driven primarily by higher sales volume and a favorable product mix. This growth was further supported by higher-than-average profit margins on completed milestone sales and the utilization of lower-cost labor groups than originally budgeted.
The increase in gross profit for the year ended
June 30, 2025 when compared to the same period last year resulted primarily from (i) sales levels and general product mix, (ii) higher
than average profit margins on completed milestone sales, and (iii) non-recurring cost savings related to realized labor efficiencies
and savings on material purchases. Moreover, the gross profit in fiscal year 2024 had been negatively impacted by significant unanticipated
costs incurred on several fixed-priced engineering design contracts and a specific build to print contract, all for power supplies, due
to unforeseen complexities of the designs. These factors did not impact the fiscal year 2025 gross profit. Finally, gross profit
in fiscal year 2025 was increased by an improvement in the overhead rate on shipments. This is attributed to the recorded pension withdrawal
obligation established in the last quarter of fiscal year 2024 that was paid in full during fiscal year 2025. See Financial Statement
Note 7. Pension Expense for further details.
Selling, general and administrative expenses were
$4,557,945 $4,689,449 for the fiscal year ended June 30, 2025,2026, an increase of $444,337$131,504 compared to the fiscal year ended June 30, 2024.2025. The increase
in spending for the year ended June 30, 20252026 compared to the same period in 20242025 mainly arose from the temporaryan increase in employee
compensationsalaries costsand relatedincentive topay, aan brief overlapincrease in ahealth fewbenefit positionscosts, requiringan aincrease trainingin transfer agent fees, and transition
period due to retirements that occurred during 2025. In addition, the Company had an increase in ESOP contributions,contribution facility costs due
to the completion of the new building, and travel and entertainment expenses.expense. These increases were offset, in part, by a decrease
in the cost of insurance, conference andexpenses, trainingemployee recruitment costs, andoutside marketingselling expenses, and advertisingstock costs.option expense.
Other income for the fiscal years ended June
30, 2026 and 2025 and 2024 was $1,601,978$1,720,652 and $755,562,$1,601,978, respectively. The increasegrowth iswas duedriven toby the increase inhigher interest incomeincome, resulting from an
increase inexpanded investment securitiessecurities, elevated cash balances, and ana higher fixed-rate environment. This increase inwas fixedpartially interestoffset rates. The Company also receivedby a one-time $300,000 Capital Investment Grant
recognized in thefiscal amount of $300,0002025 related to the construction completion of the newMagnetics buildingCenter inof fiscal 2025.Excellence. Interest income is a function of the level of
investments and investment strategies that generally tend to be conservative.
The Company’s effective tax rate was approximately
16.0% in the fiscal year 2026 and approximately 16.3% in fiscal year 2025 and approximately 20.3% in fiscal year 2024.2025. The effective tax raterates infor both fiscal year 2026 and 2025 isare less than the statutory
tax rate mainly due to the benefit received from stock option exercises, dividends paid on allocated ESOP shares, and a benefit from foreign
derived intangible income, offset in part by permanent differences related to incentive stock options. The effective tax rate in fiscal
2024 is less than the statutory tax rate mainly due to the benefit received from ESOP dividends paid on allocated shares and a benefit
from foreign derived intangible income, offset in part by permanentthe differencesdifference relatedin toESOP incentivecosts stockand options.fair market value.
The Company generated net income for fiscal year
2025 2026 of $11,179,759 or $4.04 and $3.89 per share, basic and diluted, compared to net income of $8,142,954 or $3.14 and $3.02 per share, basic and diluted, compared to net income of $5,815,140 or $2.34 and $2.29 per share,
basic and diluted, for fiscal year 2024.2025. The increase in net income in the year ended June 30, 20252026 compared to the same period in 2024
2025 is primarily attributable to higher sales, a higher gross profit margin percentage,margins, an increase in other income, offset in part, by an
increase in selling, general, and administrative expenses and an increase in the provision for income taxes.
The Company's working capital is an appropriate
indicator of the liquidity of its business, and during the past two fiscal years, the Company, when possible, has funded all of its operations
with cash flows resulting from operating activities and when necessary, from its existing cash and investments. The Company did not borrow
any funds during the last two fiscal years. Management has available a $3,000,000 line of credit to help fund further growth or working
capital needs, if necessary, but does not anticipate the need for any borrowed funds in the foreseeable future. Contingent liabilities
on outstanding standby letters of credit agreements aggregated to zero at June 30, 20252026 and 2024.2025. The existing line of credit was extended
and expires FebruaryMarch 28,31, 2026.2027.
The Company's working capital as of June 30, 2026 and 2025 was approximately $54.7 million and approximately $45.7 million, respectively. Working capital for the prior period has been recomputed using the reclassified balance sheet amounts to conform to the fiscal 2026 presentation. This adjustment was made solely for comparability purposes and did not impact previously reported net income or cash flows.
The Company's working capital as of June 30, 2025
and 2024 was approximately $46.9 million and approximately $38 million, respectively. The Company may at times be required to repurchase
shares at the ESOP participants’ request at the fair market value. During the years ended June 30, 20252026 and 2024,2025, the Company did
not repurchase any shares held by the ESOP. Under existing authorizations from the Company's Board of Directors, as of June 30, 2025,
2026, management is authorized to purchase an additional $783,460 of Company stock.
Net cash provided by operating activities fluctuates
between periods primarily as a result of differences in sales and net income, provision for income taxes, the timing of the collection
of accounts receivable, purchase of inventory, and payment of accounts payable. The increasedecrease in cash provided by operating activities
compared to the prior year primarily relates to an increaseincreases in contract liabilities and a decrease in inventory, offset in part, by an
increase ininventories, accounts receivable, increase in prepaid expenses and other current assets, and a decrease in income taxes payable, offset in part, by an increase in accounts payable.payable, contract liabilities, and accrued salaries and wages. Net cash used
in investing activities decreased in the year ended June 30, 20252026 as compared to the same period in 20242025 due to a decrease in proceeds
received from grant awards and a decrease in additions to property, plant and equipment. This was partially offset by aan decreaseincrease in the
purchase of investment securities net of proceeds from the sale and maturity of investment securities and an increase in proceeds from the sale and maturity of investments when compared to the same period
last year. Cash used in financing activities increase for the year ended June 30, 20252026 relateswhen primarilycompared to the same period in the prior year as a result of the increase in dividend payments on common stock,
offset by a decrease in full, by proceeds from the exercise of stock options.
During the fiscal yearsyear ended June
30, 2025 and 2024,2026, the Company expended $4,365,404 and $5,164,165, respectively,$3,108,908 for plant improvements and new equipment.equipment, Ofof which $2,029,608 was reimbursed under the total$3.4 million award that was received by the Company in the second quarter of fiscal year 2025. During the fiscal year ended June 30, 2025, the Company expended amount,$4,365,404 for plant improvements and new equipment, of which $3,260,000 was reimbursed in fiscal year 2025 and $4,228,722 was reimbursed in fiscal year 2024 under a not-to-exceedthe $7.4 million award received by the Company.Company Additionally,in during the
fiscal year ended June 30, 2025 there was $1,731,042 for plant improvements and new equipment eligible for reimbursement under a not-to-exceed $3.4 million award received by the Company.2023. The awardawards received by the Company isare in support of facility and capital equipment
upgrades for testing and qualification for the United States Navy. ThisThese funding awardawards isare part of the Navy’s investment to improve
and sustain the Surface Combatant Industrial Base. Separately, the Company has budgeted approximately $850,000$500,000 for new equipment and
plant improvements in fiscal year 2026,2027, not reimbursable under theany funding award. A majority of these expenditures will be made to maintain and upgrade our operations facility, stay
competitive in the marketplace and to meet the needs of current contracts.
The preparation of our consolidated financial statements
in accordance with generally accepted accounting principles requires management to make certain judgments, estimates, and assumptions
that affect the reported amounts as presented on the face of the financial statements. These critical accounting policies and estimates
are those that are most important to the portrayal of our financial condition and results of operations. We base our estimates on historical
experience and other assumptions that we believe to be reasonable. Management continually reviews and evaluates these critical accounting
policies and estimates in light of evolving business conditions, regulatory developments, and changes in the economic environment. As
future events cannot be determined and their impact on the financial statements are uncertain, actual results may differ from our estimates
and could be material to the consolidated financial statements. Historically, we have found our application of accounting policies to
be appropriate, and actual results have not differed materially from established estimates. The critical accounting policies and estimates
that we believe have the most significant effect on our financial statements are revenue recognition, inventory valuation, and deferred
taxes.
During the current fiscal year, the Company changed its financial statement presentation to classify certain balance sheet assets and liabilities into current and non-current categories that were historically presented as current. Prior period amounts have been reclassified to conform to the current year presentation. This change had no impact on previously reported total assets, total liabilities, or net income.
We recognize revenue using the output method based on the appraisal of results achieved and milestones reached or units delivered based on contractual shipment terms.
What changed in the latest 10-Q
Risk Factors
We could not find a separate Risk Factors item in the latest 10-Q. Some companies leave it out of quarterly reports; see the annual 10-K risk factors and the original filing. Open the filing on SEC.gov.
Management's Discussion & Analysis (MD&A)
Largest changes
Gross profits for the three months endedsee in full comparisonDecemberMarch 31,20252026 and20242025 were$4,212,581$4,229,345 and$3,163,712, respectively.$2,948,384. Gross profit as a percentage of sales was34.7%37.0% andapproximately28.6%,23.2%,for the same periods, respectively. Gross profits for the nine months ended March 31, 2026 and 2025 were $11,658,928 and $8,912,978. Gross profit as a percentage of sales was 35.7% and 25.9%, for the same periods, respectively. Gross profitsforhavethecontinuedsix months ended December 31, 2025 and 2024 were $7,429,583 and $5,964,594, respectively. Gross profit as a percentage of sales was 35.0% and approximately 24.8%, for the same periods, respectively. We continuetoseeimproveimprovements in gross profits inthrough the firsthalfthree quarters of fiscal year 2026 comparedtowith the prioryearyear.which is being driven by product mix, continued labor cost efficiencies, and further process improvements. The increase inStrong gross profits arebeingdrivenslightlyby product mix, labor efficiencies, and process improvements, partially offset byunanticipatedcostsunforeseenoninvestments in certain fixed-price engineeringdesigncontracts.contracts forSpecific powersuppliessupplywhereprogramsmore testing and effort is beinghave needed additionalthan originally anticipatedtesting as a result ofadditionalfurther design considerations identified during the development process.
“For the six months ended December 31, 2025, the decrease in sales when compared to the same period last year is primarily due to the product mix and timing of milestone achievement. The decrease in sales in the current year was related to a specific magnetics program, build to print program, and power supply program. A portion of the decline in sales was due to the timing of milestone deliveries for a key magnetics program, which occurred in the prior comparable period and is targeted to be met in a future quarter. …”see in full comparison
“For the nine months ended March 31, 2026, the decrease in sales (notwithstanding the increase in sales for the three months ended March 31, 2026) when compared to the same period last year is primarily due to the number of units delivered, product mix, and timing of milestone achievement on key programs. The decrease in sales in the current year was mainly related to two specific power supply programs and a build to print program where there was a decrease in the number of units delivered. …”see in full comparison
Net sales for the three months endedsee in full comparisonDecemberMarch 31,31,2026 and 2025and 2024were$12,136,903$11,422,655 and$13,608,740,$10,302,719, respectively. Net sales for thesixnine months endedDecemberMarch 31,20252026 and20242025 were $32,652,434$21,229,779and$24,051,958,$34,354,677, respectively. In general, sales fluctuations may occur during comparable fiscal periods as the direct result of sales backlog levels, product mix, and specific contractual terms of those firm orders placed including contract value, scope of work, and contract delivery schedules. Thesubtle declineincrease in sales during the threeand sixmonths endedDecemberMarch 31,20252026 when compared to the same period last yearreflectswas entirelytheattributablechangeto an increase intiming of shipments and milestone completionsales onselecta few key magnetics programs andisannotincreaseindicative ofin our sales related to asustainedspecificchangefield service job, offset inoverallpart by a decrease in salestrendsrelatedortoorderthreevolume.mainCertainpowerfactorssupplyoutside of the Company’s control, including government approval timelinesprograms andvendoronerelated issues can adversely affect our abilitybuild tomeetprintdeliveries that were originally scheduled within any given quarter. Given the non-seasonal nature of our business, these results are not indicative of management’s current anticipated year-over-year results.program.
Selling, general and administrative expenses weresee in full comparisonwere $1,141,440$1,245,975 for the three months endedDecemberMarch 31,2025,2026, an increase of$2,165,$48,713, compared to the three months endedDecemberMarch 31,2024.2025. Selling, general and administrative expenses were$2,292,706$3,538,681 for thesixnine months endedDecemberMarch 31,2025,2026, an increase of$71,762$120,475 compared to thesixnine months endedDecemberMarch 31,2024.2025. The slight increase in spending for both the three and nine months endedDecemberMarch 31,20252026 as compared to the same period last yearrelateswastodriven by an increase in employee health benefits, ESOPcontributionscontributions, facility costs, and professional services. These increases were partially offset by a decrease in employeehealth expenses, payroll taxes, and stock option expense for the quarter. The increase in selling, general, and administrative expenses for the six months ended December 31, 2025 compared to the same period last year was driven by an increase in total salaries, ESOP contribution expense, facilities expenses, and professional services. These increases were offset in part by a decrease instock option expense,marketingoutside selling expenses, travel and entertainment expenses, and advertisingcosts,costs for both the three andoutbound freight.nine months ended March 31, 2026.
“In summary, the decline in sales during the nine months ended March 31, 2026 when compared to the same period last year reflects the change in timing of shipments and milestone completion on select programs and is not indicative of a sustained change in overall sales trends or order volume. Certain factors outside of the Company’s control, including government approval timelines and vendor related issues can adversely affect our ability to meet deliveries that were originally scheduled within any given quarter. …”see in full comparison
Full comparison: every changed paragraph (20)
The total backlog at DecemberMarch 31, 20252026 was $134.7approximately
$137.1 million, which included approximately $88.8$92.7 million from three significant customers, compared to approximately $120.1$138 million at December
March 31, 2024, 2025,
which included $78.3approximately $97.7 million from three significant customers. A single customer may participate in multiple active programs.
Therefore, the loss of one program does not necessarily result in the loss of the customer relationship. For this reason, management believes
that the customer backlog concentration poses minimal risk to the Company. The Company’s total backlog represents the estimated
remaining sales value of work to be performed under firm contracts. It is not uncommon to receive orders which include delivery schedules
extending beyond a year from the contract origination date. Accordingly, a customer’s future reorder point may vary. The backlog
at DecemberMarch 31, 20252026 is fully funded, with the exception of $25.3approximately $14.5 million, the majority of which represents amounts under multiple
orders orders
from a single customer. While there is no guarantee that future budgets and appropriations will provide funding for individual
programs, programs,
management has included in the unfunded backlog only those programs that it believes are likely to receive funding based on
program status
and discussions with customers. Contracts are subject to modification, change or cancellation, and the Company accounts
for these changes
as they are probable and estimable. The Company evaluates the impact of any scope modifications and will adjust reserves
to the extent
information is known or estimable. Contracts are generally not cancellable without penalty or recourse.
Management continues to expectexpects higher
revenues infor fiscal
year 2026 when compared to fiscal year 2025. This expectation is driven primarily by orders already in our
backlog that are planned to
ship before the end of fiscal year 2026. Although the first-half fiscal 2026 sales for the first nine months were lighterlower when
compared to the first-halffirst nine months
of the prior year, management isanticipates encouragedthe byvolume currentof trendssales for the fourth quarter to be consistent when compared to the volume of sales
in the previous two quarters and expects stablethe performancefourth forquarter the
remainderresults ofto thebe higher when compared to prior year. Further, management believes
that net income for fiscal year 2026 will approximateexceed net income from fiscal
year 2025. The recent government shutdowns have had some impact on short
term deliverables but based on current information
management does not believe there will be a material impact on the fiscal year-end
results. The ultimate impact of such events is
inherently uncertain and beyond the Company’s control, and actual results could differ
from current expectations.
Successful conversion of engineering program backlog
into sales is largely dependent on the execution and completion of our engineering design efforts. It is not uncommon to experience technical
or scheduling delays as a result of, among other reasons, design complexity, the availability of personnel with the requisite expertise,
and the requirements to obtain customer approval at various milestones. Cost overruns arising from technical challenges, scheduling
delays, and increased raw material costs could negatively impact the timing of the conversion of backlog into sales, or the profitability
of those sales. Engineering programs in both the funded and unfunded portions of the current backlog aggregate $14.6$15.5 million. It is presently
anticipated that approximately $15.1 million of orders comprising the March 31, 2026 backlog will be filled during the fiscal year ending
June 30, 2026, subject to the impact of the factors identified above which, can affect the actual order amount fulfilled by the end of
fiscal year 2026. In addition, we may make shipments against orders received subsequently to March 31, 2026, prior to the end of the current
fiscal year.
It is presently anticipated that a minimum of
$26.8 million of orders comprising the December 31, 2025 backlog will be filled during the fiscal year ending June 30, 2026 subject, however,
to the impact of the factors identified above. The minimum of $26.8 million does not include any shipments which may be made against orders
subsequently received during the fiscal year ending June 30, 2026.
The Company currently expects new orders in fiscal year
year 2026 to be lower than those received in fiscal year 2025. During fiscal year 2025, the Company received $86.4 million in new
orders which included
two significant, multi-year contract awards in an aggregate sum of $49.4 million. New orders received in the
first sixnine months of fiscal
year 2026 were approximately $16.3$30 million as compared to approximately $46.9$75.1 million of new orders received
in the first sixnine months of fiscal year 2025. TheManagement
believes that the Company’s current pipeline and ongoing efforts to secure strategic opportunities
position uspositions the Company well for positive long-term
results. The Company currently has outstanding opportunities representing approximately $167.1
$152.5 million in the aggregate as of FebruaryMay 5,7, 2026,
for both repeat and new programs. Outstanding opportunities have grown by roughly 8%
when compared to December 31, 2024, highlighting the Company’s continued focus on converting opportunities into tangible results.
The majority of our sales are generated from military contracts from defense companies, the Department of Defense, other agencies of the government of the United States and foreign governments. Additionally, there is a small portion of sales derived from the rail industry. We provide our products and design and development services under fixed-price contracts. Under fixed-price contracts we agree to perform the specified work for a pre-determined price. To the extent our actual costs vary from the estimates upon which the price was negotiated, our generated profit will fluctuate or a loss could be incurred.
The Company extends credit to its customers in
the normal course of business and collateral is generally not required for trade receivables. Exposure to credit risk is controlled
through the use of credit approvals, credit limits, and monitoring procedures. The accounts receivable balance is reported net of
an allowance for credit losses. The Company estimates the allowance based on its analysis of historical experience, current economic
market conditions, performance of specific account reviews, and other factored considerations to include, but not limited to, contracts
covered by government funding and the overall health of the industry. Interest is not charged on past due balances. Based on these factors,
there was an allowance for credit losses of $3,000 at DecemberMarch 31, 20252026 and June 30, 2025. Changes to the allowance for credit losses
are charged to expense and reduced by charge-offs, net of recoveries. The opening accounts receivable balance, net of allowance for credit
losses of $3,000, at July 1, 2024 and July 1, 2025 were $6,635,490 and $7,598,888, respectively.
Net sales for the three months ended DecemberMarch 31,
31,2026 and 2025 and 2024 were $12,136,903$11,422,655 and $13,608,740,$10,302,719, respectively. Net sales for the sixnine months ended DecemberMarch 31, 20252026 and 20242025 were $32,652,434
$21,229,779 and $24,051,958,$34,354,677, respectively. In general, sales fluctuations may occur during comparable fiscal periods as the direct result
of sales
backlog levels, product mix, and specific contractual terms of those firm orders placed including contract value, scope of work,
and contract
delivery schedules. The subtle declineincrease in sales during the three and six months ended DecemberMarch 31, 20252026 when compared to
the same period last year reflectswas
entirely theattributable changeto an increase in timing of shipments and milestone completionsales on selecta few key magnetics programs and isan notincrease indicative
ofin our sales related to a sustainedspecific changefield
service job, offset in overallpart by a decrease in sales trendsrelated orto orderthree volume.main Certainpower factorssupply outside of the Company’s control, including government
approval timelinesprograms and vendorone related issues can adversely affect our abilitybuild to meetprint deliveries that were originally scheduled within
any given quarter. Given the non-seasonal nature of our business, these results are not indicative of management’s current anticipated
year-over-year results.program.
For the nine months ended March 31, 2026, the decrease in sales (notwithstanding the increase in sales for the three months ended March 31, 2026) when compared to the same period last year is primarily due to the number of units delivered, product mix, and timing of milestone achievement on key programs. The decrease in sales in the current year was mainly related to two specific power supply programs and a build to print program where there was a decrease in the number of units delivered. Additionally, there was a decrease in sales related to a key magnetics program where a milestone deliverable has shifted due to various factors outside of the company’s control. This decrease was partially offset by an increase in sales for the nine months ended March 31, 2026 related to two other power supply programs where we saw an increase in units delivered, another key magnetics program with increase milestone related revenue, and an increase in our sales for field service support.
In summary, the decline in sales during the nine months ended March 31, 2026 when compared to the same period last year reflects the change in timing of shipments and milestone completion on select programs and is not indicative of a sustained change in overall sales trends or order volume. Certain factors outside of the Company’s control, including government approval timelines and vendor related issues can adversely affect our ability to meet deliveries that were originally scheduled within any given quarter. Given the non-seasonal nature of our business, these results are not indicative of management’s current anticipated year-over-year results.
For the six months ended December 31, 2025, the
decrease in sales when compared to the same period last year is primarily due to the product mix and timing of milestone achievement.
The decrease in sales in the current year was related to a specific magnetics program, build to print program, and power supply program.
A portion of the decline in sales was due to the timing of milestone deliveries for a key magnetics program, which occurred in the prior
comparable period and is targeted to be met in a future quarter. Additionally, fewer units were delivered this quarter for a core power
supplies contract that has now been fully satisfied. A follow-on order has already been previously accepted and is expected to ship in
a future quarter. The remaining sales decline was attributed to a decrease in the number of units delivered on a build to print program
when compared to prior year. These decreases were partially offset by the increase in sales for units delivered on main power supply
and magnetics programs, different from those mentioned above.
Gross profits for the three months ended DecemberMarch
31, 20252026 and 20242025 were $4,212,581$4,229,345 and $3,163,712, respectively.$2,948,384. Gross profit as a percentage of sales was 34.7%37.0% and approximately28.6%, 23.2%,for the same periods, respectively.
Gross profits for the nine months ended March 31, 2026 and 2025 were $11,658,928 and $8,912,978. Gross profit as a percentage of sales
was 35.7% and 25.9%, for the same periods, respectively. Gross profits forhave thecontinued six months ended December 31, 2025 and 2024 were $7,429,583 and $5,964,594,
respectively. Gross profit as a percentage of sales was 35.0% and approximately 24.8%, for the same periods, respectively. We continue
to seeimprove improvements in gross profits inthrough the first halfthree quarters of fiscal
year 2026 compared towith the prior yearyear. which is being driven by product
mix, continued labor cost efficiencies, and further process improvements. The increase inStrong gross profits are beingdriven slightlyby product mix, labor efficiencies, and process improvements,
partially offset by
unanticipated costsunforeseen oninvestments in certain fixed-price engineering designcontracts. contracts forSpecific power suppliessupply whereprograms more testing and effort is beinghave needed additional
than originally anticipatedtesting as a result of additionalfurther design considerations identified during the development process.
Selling, general and administrative expenses were
were $1,141,440$1,245,975 for the three months ended DecemberMarch 31, 2025,2026, an increase of $2,165,$48,713, compared to the three months ended DecemberMarch 31,
2024. 2025. Selling,
general and administrative expenses were $2,292,706$3,538,681 for the sixnine months ended DecemberMarch 31, 2025,2026, an increase of
$71,762 $120,475 compared to the six
nine months ended DecemberMarch 31, 2024.2025. The slight increase in spending for both the three and nine months ended DecemberMarch 31,
2025 2026 as compared
to the same period last year relateswas todriven by an increase in employee health benefits, ESOP contributionscontributions, facility costs, and professional
services. These
increases were partially offset by a decrease in employee health expenses, payroll taxes, and stock option expense for the quarter.
The increase in selling, general, and administrative expenses for the six months ended December 31, 2025 compared to the same period
last year was driven by an increase in total salaries, ESOP contribution expense, facilities expenses, and professional
services. These increases were offset in part by a decrease in stock option expense, marketingoutside selling expenses, travel and entertainment
expenses, and advertising costs,costs for both the three and outbound
freight.nine months ended March 31, 2026.
Other income for the three months ended DecemberMarch
31, 20252026 and 20242025 was $444,694$408,050 and $268,425,$336,306, respectively. Other income for the sixnine months ended DecemberMarch 31, 20252026 and 20242025 was $936,476$1,344,526
and $546,833,$883,139, respectively. The primary reason for the increase forduring the three and sixnine months ended DecemberMarch 31, 20252026 is due to the increase
in interest income
resulting from an increase in cash held in money market accounts and investment securities. Interest income is a function
of the level
of investments and investment strategies that generally tend to be conservative.
The Company’s effective tax rate for the
the three and sixnine months ended DecemberMarch 31, 20252026 was approximately 20.2%15.5% and 18.1%17.2% respectively, compared to approximately 16.8% and
18.3% for the three and sixnine months
ended DecemberMarch 31, 2024.2025. The effective tax rate in fiscal year 2026 is slightly less than the
statutory tax rate mainly due to the benefit received from
ESOP dividends paid on allocated shares, the benefit derived from stock-based
compensation, and FDII deductions, offset in part by the
permanent difference in ESOP fair market value and cost which is not
deductible for tax purposes. The effective tax rate for the three
months ended DecemberMarch 31, 20252026 was higherlower than the same period
last year, primarily due to the increase in net income and the decrease inincreased tax benefit for stock forfeitures
and ISOstock option exercises
within the quarter. The lower effective tax rate for the sixnine months ended DecemberMarch 31, 20252026 compared to the same
period in 20242025 is
primarily due to an increased foreign-derived intangible income deduction, partially offset by anthe increase in nettax income.benefit for stock forfeitures and stock option exercises. In July
2025, the One
Big Beautiful Bill Act (the "Tax Act") was enacted, introducing a series of corporate tax changes in the
U.S., including 100% bonus depreciation
on qualified property and full expensing for research and development expenditures. The
impacts of the Tax Act are reflected in our results
for the three and sixnine months ended DecemberMarch 31, 2025,2026 and there was no material
impact to our income tax expense or effective tax rate.
Net income for the three months ended DecemberMarch 31,
31, 20252026 was $2,805,109$2,864,662 or $1.02$1.03 and $0.99 per share, basic and diluted, respectively, compared to net income of $1,908,499$1,704,487 or $0.74$0.66 and $0.71$0.63
per per
share, basic and diluted, respectively, for the three months ended DecemberMarch 31, 2024.2025. Net income for the sixnine months ended DecemberMarch 31, 2025
2026 was $4,974,945
$7,839,607 or $1.82$2.85 and $1.75$2.74 per share, basic and diluted, respectively, compared to net income of $3,506,816$5,211,303 or $1.37$2.03 and $1.32 $1.95
per share, basic and diluted,
respectively, for the sixnine months ended DecemberMarch 31, 2024.2025. The increase in net income in the three and six nine
months ended DecemberMarch 31, 20252026 when compared
to the same period last year resulted primarily from the increase in gross profit and increase
in interest income which was offset in
part by the increase in selling, general, and administrative expenses and the provision for income
taxes discussed in detail above.
The Company's working capital is an appropriate
appropriate indicator of the liquidity of its business. During the past two fiscal years, the Company has funded all of its
operations with cash flows
resulting from operating activities and when necessary, from its existing cash and investments. The
Company did not borrow any funds during
the last two fiscal years. Management has a $3,000,000 line of credit available to help fund
further growth or working capital needs but
does not anticipate the need for any borrowed funds in the foreseeable future.
Contingent liabilities related to outstanding standby letters
of credit were zero as of DecemberMarch 31, 20252026 and 2024.2025. The existing
line of credit was renewed in February 2025.2026.
The Company's working capital as of DecemberMarch 31,
20252026 and 20242025 was approximately $48.9$50.5 million and approximately $40.2$39.9 million, respectively.respectively, including the reclassification disclosed
in Note 1. The Company may at times be required to repurchase
shares at the ESOP participants’ request at fair market value. During
the three and sixnine months ended DecemberMarch 31, 20252026 and 2024,
2025, the Company did not repurchase any shares held by the ESOP. Under existing authorizations
from the Company's Board of Directors, as of
December March 31, 2025,2026, management is authorized to purchase an additional $783,460 of Company stock.
Net cash provided by operating activities fluctuates
between periods primarily as a result of differences in sales and net income, provision for income taxes, the timing of the collection
of accounts receivable, purchase of inventory, and payment of accounts payable. The decrease in cash provided by operating activities
compared to the prior year primarily relates to an increase in inventories, anprepaid increaseexpenses inand accountsother receivable,current a decrease in accrued expenses,assets, and a decrease
in theaccounts ESOP payable.receivable. This is offset in part by an increase in accounts payable and an increase in contract liabilities for cash advances received
from customers. Net cash
used in investing activities decreased in the sixnine months ended DecemberMarch 31, 20252026 as compared to the same period
in 20242025 due to an increase
in proceeds collected from awarded grants, and proceeds from the sale and maturity of investment securities
offset by ana slight increase
in inadditions to property, plant, and equipment. Net cash used in financing activities increased solely due to the increase in dividends
dividends paid when compared to the same period last year offset in part by the proceeds collected from the exercise of stock options.
The Company
currently believes that the cash flow generated from operations and when necessary, from cash and cash equivalents will be sufficient
sufficient to meet its long-term funding requirements for the foreseeable future.
During the sixnine months ended DecemberMarch
31, 2025,2026, the Company expended $2,612,276$2,800,998 for plant improvements and new equipment, of which $2,029,608 was reimbursed under the $3.4
million award that was received by the Company in the second quarter of fiscal year 2025. During the sixnine months ended DecemberMarch 31, 2024,2025,
the Company expended $1,547,922$2,509,088 for plant improvements and new equipment, of which $1,346,396$2,346,233 was eligible to be reimbursed under the
$7.4 million award received by the Company in fiscal year 2023. The awards received by the Company are in support of facility and capital
equipment upgrades for testing and qualification for the United States Navy. These funding awards are part of the Navy’s investment
to improve and sustain the Surface Combatant Industrial Base. The Company hasinitially budgetedallocated approximately $850,000 for new equipment
and plant
improvements in fiscal year 2026, which are not reimbursable under the funding awards received. AActual majorityspending at the end of
the thesethird expendituresquarter willsurpassed bethis madebudget. Excluding any further investments during the fourth quarter, year-to-date additions to property
upgradeplant ourand facilities,equipment staytotaled competitiveapproximately $855,000 which were directed towards essential investments in thefacility marketplace,upgrades, expenditures
to maintaining market competitiveness, and items needed to meet the needs offulfill current contracts.contractual requirements.
ESP insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 8 filings (4 insiders, 5 trade dates, 13,400 shares, about $878.4K). Net open-market shares: -13,400 (purchases minus sales); net value about -$878.4K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-25 | Corr Paul J |
Open-market sale | 100 | $63.97 | $6.4K |
| 2026-09-25 | Corr Paul J |
Open-market sale | 11 | $63.51 | $699 |
| 2026-09-25 | Corr Paul J |
Open-market sale | 100 | $64.49 | $6.4K |
| 2026-09-25 | Corr Paul J |
Open-market sale | 200 | $66.27 | $13.3K |
| 2026-09-25 | Corr Paul J |
Open-market sale | 10 | $66.28 | $663 |
| 2026-09-25 | Corr Paul J |
Open-market sale | 100 | $66.62 | $6.7K |
| 2026-09-25 | Corr Paul J |
Open-market sale | 78 | $66.77 | $5.2K |
| 2026-09-25 | Corr Paul J |
Open-market sale | 100 | $66.79 | $6.7K |
| 2026-09-25 | Corr Paul J |
Open-market sale | 52 | $66.78 | $3.5K |
| 2026-09-25 | Corr Paul J |
Open-market sale | 31 | $65.61 | $2.0K |
| 2026-09-25 | Corr Paul J |
Open-market sale | 189 | $65.60 | $12.4K |
| 2026-09-25 | Corr Paul J |
Open-market sale | 21 | $65.61 | $1.4K |
| 2026-09-25 | Corr Paul J |
Open-market sale | 100 | $65.27 | $6.5K |
| 2026-09-25 | Corr Paul J |
Open-market sale | 80 | $65.59 | $5.2K |
| 2026-09-25 | Corr Paul J |
Open-market sale | 3 | $65.60 | $197 |
| 2026-09-25 | Corr Paul J |
Open-market sale | 100 | $65.25 | $6.5K |
| 2026-09-25 | Corr Paul J |
Open-market sale | 6 | $65.02 | $390 |
| 2026-09-25 | Corr Paul J |
Open-market sale | 74 | $64.99 | $4.8K |
| 2026-09-25 | Corr Paul J |
Open-market sale | 59 | $65.00 | $3.8K |
| 2026-09-25 | Corr Paul J |
Open-market sale | 100 | $64.26 | $6.4K |
| 2026-09-25 | Corr Paul J |
Open-market sale | 84 | $64.75 | $5.4K |
| 2026-09-25 | Corr Paul J |
Open-market sale | 43 | $64.71 | $2.8K |
| 2026-09-25 | Corr Paul J |
Open-market sale | 100 | $64.55 | $6.5K |
| 2026-09-25 | Corr Paul J |
Open-market sale | 45 | $65.10 | $2.9K |
| 2026-09-25 | Corr Paul J |
Open-market sale | 5 | $64.50 | $322 |
| 2026-09-25 | Corr Paul J |
Open-market sale | 4 | $64.49 | $258 |
| 2026-09-25 | Corr Paul J |
Open-market sale | 100 | $64.48 | $6.4K |
| 2026-09-25 | Corr Paul J |
Open-market sale | 100 | $66.20 | $6.6K |
| 2026-09-25 | Corr Paul J |
Open-market sale | 39 | $66.26 | $2.6K |
| 2026-09-25 | Corr Paul J |
Open-market sale | 166 | $66.39 | $11.0K |
| 2026-09-25 | Corr Paul J |
Option exercise | 2,300 | $13.98 | $32.2K |
| 2026-09-25 | Corr Paul J |
Open-market sale | 90 | $66.14 | $6.0K |
| 2026-09-25 | Corr Paul J |
Open-market sale | 10 | $66.13 | $661 |
| 2026-09-10 | Pickering Jennifer Michele |
Option exercise | 2,500 | $21.50 | $53.8K |
| 2026-08-04 | Wool Michael W |
Gift | 100 | $8.98 | $898 |
| 2026-06-24 | Helmetag Carl |
Open-market sale | 35 | $63.94 | $2.2K |
| 2026-06-24 | Helmetag Carl |
Open-market sale | 35 | $63.15 | $2.2K |
| 2026-06-24 | Helmetag Carl |
Open-market sale | 65 | $63.91 | $4.2K |
| 2026-06-24 | Helmetag Carl |
Open-market sale | 85 | $63.92 | $5.4K |
| 2026-06-24 | Helmetag Carl |
Open-market sale | 95 | $63.39 | $6.0K |
| 2026-06-24 | Helmetag Carl |
Open-market sale | 105 | $63.96 | $6.7K |
| 2026-06-24 | Helmetag Carl |
Open-market sale | 110 | $63.13 | $6.9K |
| 2026-06-24 | Helmetag Carl |
Open-market sale | 130 | $63.91 | $8.3K |
| 2026-06-24 | Helmetag Carl |
Open-market sale | 181 | $63.56 | $11.5K |
| 2026-06-24 | Helmetag Carl |
Open-market sale | 2 | $63.28 | $127 |
| 2026-06-24 | Helmetag Carl |
Open-market sale | 5 | $63.16 | $316 |
| 2026-06-24 | Helmetag Carl |
Open-market sale | 5 | $63.25 | $316 |
| 2026-06-24 | Helmetag Carl |
Open-market sale | 5 | $63.28 | $316 |
| 2026-06-24 | Helmetag Carl |
Open-market sale | 5 | $63.93 | $320 |
| 2026-06-24 | Helmetag Carl |
Open-market sale | 5 | $63.97 | $320 |
| 2026-06-24 | Helmetag Carl |
Open-market sale | 5 | $63.98 | $320 |
| 2026-06-24 | Helmetag Carl |
Open-market sale | 10 | $63.93 | $639 |
| 2026-06-24 | Helmetag Carl |
Open-market sale | 10 | $63.96 | $640 |
| 2026-06-24 | Helmetag Carl |
Open-market sale | 15 | $63.96 | $959 |
| 2026-06-24 | Helmetag Carl |
Open-market sale | 20 | $63.95 | $1.3K |
| 2026-06-24 | Helmetag Carl |
Open-market sale | 22 | $63.43 | $1.4K |
| 2026-06-24 | Helmetag Carl |
Open-market sale | 25 | $63.45 | $1.6K |
| 2026-06-24 | Helmetag Carl |
Open-market sale | 25 | $63.92 | $1.6K |
| 2026-06-23 | Corr Paul J |
Open-market sale | 100 | $65.64 | $6.6K |
| 2026-06-23 | Corr Paul J |
Open-market sale | 100 | $65.59 | $6.6K |
Well-known investors holding ESP (13F)
None of the 59 investors we track reported a position in their latest 13F.