Electronic Systems Technology, Inc.



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K


 

 

þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended: December 31, 2011

 

 

o

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

 

For the transition period from                      to                     


Commission file number:  000-27793

ELECTRONIC SYSTEMS TECHNOLOGY INC.

(Exact name of registrant as specified in its charter)

Washington

 

91-1238077

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

415 N. Quay St., Bldg B1, Kennewick, Washington

 

99336

(Address of principal executive offices)

 

(Zip Code)


Registrant’s telephone number, including area code:  (509) 735-9092


Securities registered under Section 12(b) of the Exchange Act:

Title of each class

 

Name of each exchange on which registered

  

 

 

None

 

N/A


Securities registered under Section 12(g) of the Exchange Act:
Common

(Title of Class)

 


Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o


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 registrants 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. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer

¨

 

Accelerated filer

¨

Non-accelerated filer

¨

(Do not check if a smaller reporting company)

Smaller reporting company

þ


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

The aggregate market value of the registrants common stock held by non-affiliates was $2,725,007 based on the reported last sale price of common stock on June 30, 2011, which was the last business day of the registrant’s most recently completed second fiscal quarter. For purposes of this computation, all executive officers and directors were deemed affiliates.


The number of shares outstanding of the registrant's common stock as of March 2, 2012:  5,158,667 shares.


DOCUMENTS INCORPORATED BY REFERENCE


The following documents are incorporated by reference into Parts I, II, III, and IV of this report:  Forms 8-K dated February 11, 2011 and February 10, 2012.



1






ELECTRONIC SYSTEMS TECHNOLOGY INC.

FORM 10-K


Table of Contents


PART I

3

Item 1. Business.

3

Item 1A. Risk Factors.

7

Item 1B. Unresolved Staff Comments.

8

Item 2. Properties.

9

Item 3. Legal Proceedings.

9

Item 4. Mine Safety Disclosures.

9

PART II

10

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

10

Item 6. Selected Financial Data.

10

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

10

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

15

Item 8. Financial Statements and Supplementary Data.

16

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

35

Item 9A. Controls and Procedures.

35

Item 9B. Other Information.

36

PART III

37

Item 10. Directors, Executive Officers and Corporate Governance.

37

Item 11. Executive Compensation.

39

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

41

Item 13. Certain Relationships and Related Transactions, and Director Independence.

43

Item 14. Principal Accountant Fees and Services.

44

PART IV

45

Item 15. Exhibits and Financial Statement Schedules.

45

SIGNATURES

46









2





PART I




FORWARD LOOKING STATEMENTS:


When used in this Annual Report and documents incorporated by reference, the terms “anticipates”, “believes”, “expects” and similar expressions are intended to identify in certain circumstances, forward-looking statements.  Such statements are subject to uncertainties and risks that could cause actual results to differ materially from those projected, including the risks described in this Annual Report.  Given these uncertainties, readers are cautioned not to place undue reliance on such statements.  The Company also undertakes no obligation to update those forward-looking statements.




Item 1. Business.


Electronic Systems Technology, Inc. (“EST” or the “Company”) specializes in the manufacturing and development of wireless modem products.  The Company uses manufacturing, marketing, and research and development efforts to produce and market the Company’s line of ESTeem®   Wireless Modem products and accessories.  The Company’s product offerings provide innovative communication solutions for applications not served or underutilized by conventional communication systems.  The Company’s products are offered in the process automation markets in commercial, industrial, and government arenas both domestically and internationally, as well as domestic markets for public safety communications infrastructure.  The Company’s products are marketed through direct sales, sales representatives, and resellers.


The Company was incorporated in the State of Washington in February 1984, and was granted a United States Patent for the “Wireless Computer Modem” in May 1987, and Canadian patent in October 1988.  The Company established a "doing business as" or "DBA" structure, based on the Company's registered trade name of ESTeem Wireless Modems in 2007.  During the past three years, the Company has continued product improvements and enhancements to incorporate continuing technological developments, and respond to customer needs and market opportunities.  Development efforts during 2011 were focused on development of  ESTeem 210 which is intended to be the next generation of narrow band, licensed ESTeem product, and the ESTeem 195Ea product intended to operate in the 5.8GHz frequency range for high speed network back haul applications.  In an effort to maintain and expand its customer base, specifically focusing on the industrial control marketplace, the Company continues efforts to team with major programmable logic controller (PLC) hardware vendors.  During 2011, the Company marketed products for use in SCADA, Industrial Automation and Public Safety Communication marketplaces.


PRODUCTS AND MARKETS


The Company’s ESTeem wireless modem product lines provide wireless communication links between computers, peripherals, and instrumentation controls using radio frequency waves.  The widespread use of computer applications in business, industry and public service has created a dynamic environment of automation and networking, requiring constantly expanding amounts of data transfer.  Prior to the invention of the ESTeem modem, the majority of data transfers used telephone modems or direct cable connections, both of which have costly side effects.  Telephone modems have potentially expensive monthly charges for the use of telephone lines, and direct cable connections can have installation costs as much or more than the cost of the communication system.  ESTeem wireless modem products provide a wireless solution for data transfer by eliminating the need for conventional hardwiring and leased phone lines.


All of the ESTeem models (“ESTeems”) come with industry standard asynchronous or Ethernet communications ports, giving users new dimensions to “Local Area Networking”. ESTeem modems work on a “packet burst” communications concept.  Packet systems, whether hardwired or radio, share the same principle of operation: data is taken from RS-232C, RS-422, RS-485 asynchronous or Ethernet ports and transmitted in “Electronic Packets”.  Once a packet of data is formed, the packet is transmitted in a "burst," from one ESTeem modem to another ESTeem modem, hence the term "packet burst communications." Internal Digi-Repeater features allow the user to increase operating range by relaying transmission through multiple ESTeems to reach a destination ESTeem. An ESTeem can operate as an operating node, a repeater node, or both simultaneously, for increased flexibility.  Secure data communication is provided in the ESTeem products through use of proprietary technology and industry standard techniques.




3





PRODUCT APPLICATIONS


Some of the major applications and industries in which ESTeem products are being utilized are as follows:


Agriculture

Material Handling

Airport Lighting

Metals

Automotive Manufacturing

Power

Enterprise Networking

Public Safety

Entertainment

Oil/Gas

Factory Floor Networking

Solar Energy

Federal (military)

Water/Wastewater

Marine

Wind Power


PRODUCT LINES

Licensed Narrow Band Products

The Company’s licensed, narrow band “packet burst” radio modems are typically used for commercial, industrial, and public safety applications.  Typical indoor and outdoor fixed base and mobile applications include point to point as well as point to multi-point digital data networking.  The distance is dependent on the product chosen as shown in the table below.  Employing the internal digi-repeater feature in each radio modem can increase the line-of-sight (LOS) distances shown below for each product type.


ESTeem Model

Type

Frequency

(MHz)

RF Power

(Watts)

RF Data Rate (bps)

LOS Range (Miles)

Interface

192C

Narrow Band Licensed

450 to 470

1 to 5

19.2 K

15

RS-232/422/485

192CHP

Narrow Band Licensed

450 to 470

10, 20,  or 30

19.2 K

40-70

RS-232/422/485

192F

Narrow Band Licensed

400 to 420

1 to 5

19.2 K

15

RS-232/422/485

192M

Narrow Band Licensed

150 to 174

1 to 5

19.2 K

15

RS-232/422/485

192MHP

Narrow Band Licensed

150 to 174

10, 20,  or 30

19.2 K

40-70

RS-232/422/485


Unlicensed Ethernet Spread Spectrum Products

The Company’s Ethernet radios are high performance spread spectrum transceivers employing the industry standard, 10baseT, Ethernet connectivity for commercial, industrial and public safety applications operating in the unlicensed 2.4 GHz and 900 MHz frequency spectrum with data transfer rates from 200Kbps to 54 Mbps.  Typical installations include data rate critical, point to point, point to multi-point, “last-mile” bridge data networking and mobile applications for distances of approximately 5 to 7 miles line-of-sight without the use of the digi-repeater option.  The high data capability of these products allows them to be used in Video and Voice over Internet Protocol (VoIP) applications.


ESTeem Model

Type

Frequency

(MHz)

RF Power

(Watts)

RF Data Rate (bps)

LOS Range (Miles)

Interface

195Eg

Unlicensed

2400

1

1-54 M

5-7

Ethernet/Serial

195Ed

Unlicensed

900

.250 to .630

1-54 M

5-7

Ethernet and Serial

195Es

Unlicensed

900

.125 or 1

200K

10

Ethernet and Serial

WLANC

Unlicensed

2400

0.3

1-11 M

300-3000 ft.

Ethernet


Licensed Spread Spectrum Products

The Model 195Ep is a high performance, direct sequence spread spectrum transceiver employing the industry standard, 10baseT, Ethernet connectivity, specifically designed to operate on the US Government allocated frequencies in the 4.9 GHz spectrum for Homeland Defense and first responder networks and infrastructures.  Typical outdoor applications include point to point and point to multi-point digital data networking for distances to approximately 5 to 7 miles line-of-sight without the use of the digi-repeater option.


ESTeem Model

Type

Frequency

(MHz)

RF Power

(Watts)

RF Data Rate (bps)

LOS Range (Miles)

Interface

195Ep

Licensed

4900

2

1-54 M

5-7

Ethernet




4






ADDITIONAL PRODUCTS AND SERVICES


The Company offers various accessories to support the ESTeem products.  Accessories including antennas, power supplies and cable assemblies, are purchased from other manufacturers and resold by EST to support the application of ESTeem modems.  The Company provides direct services to customers, such as repair and upgrade of ESTeem products.  To assist in the application of ESTeem wireless modems, the Company also offers professional services, site survey testing, system start-up, and custom engineering services.


RESEARCH AND DEVELOPMENT AND NEW PRODUCTS


The Company’s products compete in an environment of rapidly changing technology.  This environment results in the necessity of the Company to be continually updating and enhancing existing products, as well as developing new products in order to remain competitive.  Research and Development expenditures for new product development and improvements of existing products by the Company for 2011 and 2010 were $268,530 and $264,389, respectively.  None of the Company’s research and development expenses were paid directly by any of the Company’s customers.  During 2011, the Company contracted and will continue to contract with companies to provide software development and hardware design engineering expertise when required.  


Development efforts during 2011 were focused on development of ESTeem 210 which is intended to be the next generation of narrow band, licensed ESTeem product, and the ESTeem 195Ea product intended to operate in the 5.8GHz frequency range for high speed network “back haul” applications (e.g. voice and/or data transmission from a cellular site to a switch).  Both of the products are expected to be brought to market during 2012.  The Company plans continued research and development expenditures for development and improvement projects, as they are deemed necessary.  


MARKETING, CUSTOMERS AND SUPPORT


The majority of the Company’s products sold during 2011 were through the reselling efforts of non-exclusive, non-stocking distributors and resellers of the Company’s products, with the remainder of the Company’s sales distributed directly from the Company’s facility through direct sales to end-users of the ESTeem products.  Customers generally place orders on an "as needed basis".  Shipping of products is generally completed 1 to 15 working days after receipt of a customer order, with the exception of ongoing, scheduled projects, and custom designed equipment for specific customer applications.  As of December 31, 2011, the Company had a sales order backlog of $82,000.


During 2011, the Company continued advertising in trade publications specifically targeted at users of control, instrumentation, and automation systems, as well as domestic public safety entities.  The Company’s advertising targeted potential users of Programmable Logic Controllers (PLCs).  There are approximately twenty major PLC manufacturers worldwide.  The Company has maintained active attendance at tradeshows targeted toward the customers and markets in which it sells products. During 2011, the Company employed sales managers concentrating marketing efforts in both domestic and Latin American industrial automation, and public safety communication markets.  Due to continued reductions in MDC product sales to public safety entities, the Company reduced marketing efforts for MDC market late in 2011 by releasing the sales manager focusing on that market.   During 2012, the Company intends to continue targeting domestic and foreign industrial automation markets.  The Company maintains an internet web site to provide access to product and technical information for both present and potential customers of the Company’s products.  Due to the highly variable configuration possibilities of the Company’s products, as well as existing reseller relationships, the Company has not implemented an electronic commerce internet website.  The Company provides technical support and service for ESTeem products through phone support, field technicians and internet sources.  The Company believes high quality customer support is necessary and vital to its business.  To maintain a high level of customer support the Company has in the past, and will continue in the future, to make investments and expenditures in support of its customer service programs.


During the year ended December 31, 2011, sales to Industrial Controls, a reseller of the company’s products in Peru, comprised 11% of the total sales revenues.  No other sales to any single customer comprised 10% or more of total sales revenues.  See “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and “Financial Statements”.



5






COMPETITION


The Company’s competition varies according to the market in which the Company's products are competing.  All of the markets in which the Company’s products are sold are highly competitive.  Listed below are the markets in which the Company’s products compete and major competitors in those markets:


Major Market

Major Competitors

Industrial Automation

Data-Linc, Freewave, GE/Microwave Data Systems, Prosoft and Cal Amp.

 

Computer networking, inter and intra building, and remote internet access.

Cisco, Digital Wireless, Dlink, Linksys, P-Com and Proxim

 

Mobile Data Computer systems for public safety applications

Cal Amp, IP Mobilenet, GE/Microwave Data Systems, Motorola, Trango Broadband, and various cellular service providers using 2G/3G architectures.


Management believes the ESTeem products compete favorably in the market because of performance, price, and adaptability of the products to a wide range of applications.  The Company's major limitation in competing with other manufacturers is its limited marketing budget, which currently limits the Company’s nationwide advertising and sales force presence.


PATENTS, TRADEMARKS, AND PROPRIETARY INFORMATION


EST was granted a United States patent in 1987 for a "Wireless Computer Modem".  In 1988, EST was granted a Canadian patent for a "Wireless Computer Modem".  Both patents had lives of 17 years and have expired.  The Company’s rights to the ESTeem Wireless Modem trademark, in uninterrupted use by the Company since 1985, were renewed in 2005.  To protect the Company against unauthorized disclosure of proprietary information belonging to the Company, all employees, dealers, distributors, original equipment manufacturers, sales representatives and other persons having access to confidential information regarding Company products or technology are bound by non-disclosure agreements.


On September 15, 2009, Wi-LAN, Inc, an Ontario, Canada Company (TSX: WIN)(“Wi-LAN”) notified the Company of alleged patent infringement.  On November 17, 2009, we entered into a Licensing Agreement with Wi-LAN. Subject to confidentiality provisions, the agreement requires us to pay royalties and in return we are granted certain licensing rights and liability releases.  The allegations by Wi-LAN relate to amendments to Institute of Electrical and Electronics Engineers (IEEE) standard 802.11 wireless architecture, adopted in 1997. Approximately half of the Company’s current products are subject to the alleged patent infringements from Wi-LAN.  The cost of the licensing agreement to the Company is considered by Management to be insignificant.


GOVERNMENT REGULATION


For operation in the United States, the ESTeem Radio Modems require Federal Communications Commission (FCC) type acceptance. The FCC type acceptance is granted for devices, which demonstrate operation within mandated and tested performance criteria.  All of the Company’s products requiring FCC type acceptance have been granted such acceptance.  All of the Company’s current ESTeem production models have also been granted type acceptance in Canada.  


The ESTeem radio modem products that operate in the FCC licensed frequency band require licensing under Part 90 of the FCC Rules and Regulations, which must be applied for by the end user of the Company’s products.  The Company cannot guarantee customers will receive FCC licenses in the frequency spectrum for any particular application.  The Company provides information to customers to assist in the application for FCC consumer licenses.  The ESTeem 195Eg, 195Es and 195Ed products operate in the nonlicensed, 2.4 GHz and 900 MHz spread spectrum frequency band, respectively, which do not require licenses for users of those products.


At the time of this filing the Company is unaware of any existing or proposed FCC regulation that would have a materially adverse effect on the Company’s operations, but there can be no assurance that future FCC regulations will not have materially adverse effects on the operations of the Company.



6






SOURCE OF SUPPLY AND MANUFACTURING


The Company purchases certain components necessary for the production of the ESTeem products from sole suppliers.  Components including those manufactured by Hitachi, Motorola Corporation, Doodle Laboratories, Mitsubishi, Murata Corporation, Rakon, Toko America Inc. and Triquint, as purchased through a number of distributors, supply key components for the Company’s products.  The components provided by these and other companies could be replaced or substituted by other products, if it became necessary to do so.  If this action occurred, a material interruption of production and material cost expenditures could take place during the process of locating and qualifying replacement components.


Approximately 15% of the Company’s inventory at December 31, 2011 consisted of parts having lead times ranging from 12 to 30 weeks.  Some parts are maintained at high levels to assure availability to meet production requirements, and accordingly, account for a significant portion of the Company’s inventory value.  Based on past experience with component availability, distributor relationships, and inventory levels, the Company does not foresee shortages of materials used in production.  However, developments in the electronic component marketplace, involving components used by the Company which are also used in cellular phones, personal technology devices and other technology devices, have the potential of creating negative availability and delivery issues for components used by the Company. The Company has been able to procure parts on a timely basis as of the date of this report, however procurement cannot be guaranteed in the future.  If shortages were to occur, material interruption of production and product delivery to customers could occur.   


For assembly and some engineering assistance services for the Company’s products, the Company contracts with Manufacturing Services, Inc., in Kennewick, Washington, using materials provided by the Company.  By contracting with Manufacturing Services, Inc., the Company is able to avoid staff fluctuations associated with operating its own manufacturing operation.  The President of Manufacturing Services, Michael Brown, as well as the former President of Manufacturing Services, Melvin H. Brown, are both Directors of the Company.  Management believes the costs for services provided by Manufacturing Services, Inc., are comparable with other manufacturing service companies in the Company’s geographical region.  See “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and “Financial Statements”.


REPORTS TO SECURITY HOLDERS


The Registrant does not issue annual or quarterly reports to security holders other than the annual Form 10-K and quarterly Forms 10-Q as electronically filed with the SEC.  Electronically filed reports may be accessed at www.sec.gov or via the Company’s website at www.esteem.com.  We make available on our website such reports as soon as reasonably practicable after such reports are electronically filed with or furnished to the SEC.  However, the information found on our website is not a part of this or any other report filed by the Company with the SEC.  Interested parties also may read and copy any material filed with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.  Information may be obtained on the operation of the Public Reference Room by calling the SEC at 1(800) SEC-0330.


EMPLOYEES


As of December 31, 2011, the Company employed a staff of 13 persons on a full time basis, 3 in sales/marketing, 3 in technical support, 6 in engineering/manufacturing, and 1 in finance and administration.  The Company’s operations are dependent upon key members of its engineering and management personnel.  In the event services of these key individuals were lost to the Company, adverse effects on the Company’s operations may be realized.  


Item 1A. Risk Factors.


We have been impacted by the fragile economic environment in the United States.  We experienced a sales revenue decrease during 2011 which we believe was caused by the continuing fragile economic conditions in the United States impacting our domestic product sales.  This decrease in sales revenues resulted in a net loss during 2011.  If we continue to be effected by stagnate economic conditions, we may continue to experience decreased product sales and we may incur net losses in the future, which would negatively impact ability to generate cash flow for our operations.


We cannot predict whether we will be able to sustain revenue growth, profitability or positive cash flow.  Our products are sold in highly competitive markets. Our revenues and operating results can be negatively affected by technology changes in our markets, economic conditions in our markets, and the level of competition in our markets.




7





Our marketing efforts may be unsuccessful due to limited marketing and sales capabilities.  Our limited national advertising and sales coverage may result in the markets in which our products compete not being fully penetrated.  The lack of market penetration may result in an adverse effect on our sale revenues.  We must continue to develop and maintain appropriate marketing, sales, technical, customer service and distribution capabilities, or enter into agreements with third parties to provide these services to successfully market our products. A failure to develop these capabilities or obtain third-party agreements could adversely affect us.


We may be unable to produce products for sale if we are unable to obtain component materials.  Our products require highly specialized components, which are subject to rapid obsolescence, limited availability and design change.  Many of components of our products are also used in cellular phone, pagers and other technology devices.  If we cannot obtain material to produce products for sale our sales revenues will be negatively impacted.


Our success depends on our ability to retain key management personnel.  The success of our Company depends in large part on our ability to attract and retain highly qualified management, administrative, manufacturing, sales, and research and development personnel. Due to the specialized nature of our business, it may be difficult to locate and hire qualified personnel.  Our success is significantly dependent on the performance and continued service of key members of Management, such as Chief Executive Officer, Tom Kirchner, Vice President of Engineering, D. Brent Strecker and certain other key employees.  If the services of any members of Management become unavailable for any reason, our business and prospects could be adversely affected. Although we have been successful in retaining highly capable and qualified management in the past, there can be no assurance that we will be able to do so in the future.


We may be adversely affected by government regulation.  The Federal Communication Commission (FCC) governs use of the products we sell.  If the FCC were to implement rules detrimental to our products and the markets in which they are offered our operations would be negatively impacted.


Rapid technological changes in our industry may adversely affect us if we do not keep pace with advancing technology. The wireless communication market is characterized by rapidly advancing technology. Our success depends on our ability to keep pace with advancing technology, processes and standards, such as cellular telephone based technology. We intend to continue to develop and enhance our products to meet perceived market opportunities. However, our development efforts may be rendered obsolete by research efforts and technological advances made by others, and devices other than those we currently produce may prove more advantageous.


We have material weaknesses in our internal controls which may result in us not being able to prevent or detect a material misstatement of our financial statements, which could harm our business and result in regulatory scrutiny.  Pursuant to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), Management conducted an assessment of the effectiveness of our internal controls over financial reporting for the year ending December 31, 2011.  We determined that there continues to be material weakness affecting our internal control over financial reporting and, as a result of that weakness, our disclosure controls and procedures were not effective as of December 31, 2011.  We have not maintained effective controls to ensure appropriate segregation of duties due to our limited number of employees in finance and administration.  The same employee is responsible for the initiating and recording of transactions, thereby creating segregation of duties weaknesses. Due to this weakness and absence of sufficient mitigating controls, we determined that this control deficiency resulted in a more than remote likelihood that material misstatement or lack of disclosure within the annual or interim financial statements will not be prevented or detected.  Avenues for mitigating our internal control weaknesses have been evaluated, but mitigating controls have been deemed to be impractical and prohibitively costly due to the size of our organization at the current time.  The material weakness in our internal controls may subject us to regulatory scrutiny with undetermined consequences.

 

The market for our common stock is limited and our shareholders may have difficulty reselling their shares when desired or at attractive market prices.  Our stock price and our listing may make it more difficult for our shareholders to resell shares when desired or at attractive prices.  Our Company stock trades on the “over-the-counter” market and is listed on OTCQB tier of the OTC Markets bulletin board.  Our common stock has continued to trade in low volumes and at low prices. Some investors view low-priced stocks as unduly speculative and therefore not appropriate candidates for investment. Many institutional investors have internal policies prohibiting the purchase or maintenance of positions in low-priced stocks.


Item 1B. Unresolved Staff Comments.


None.



8






Item 2. Properties.


EST does not own any real property, plants, mines, or any other materially important physical properties.  The Company's administrative offices, inventory and laboratories are located in leased facilities at 415 N. Quay Street, Bldg B1, Kennewick, Washington.  The Company leases approximately 8,600 square feet of office and laboratory space by a lease agreement with the Port of Kennewick in Kennewick, Washington.  As of December 31, 2011, the total monthly lease cost, including tax, is $4,764.  The lease covers a period of three years, expiring September 2014.


The Company also owns miscellaneous assets, such as computer equipment, laboratory equipment, and furnishings.  The Company does not have any real estate holdings or investments in real estate.  The Company maintains insurance in such amounts and covering such losses, contingencies and occurrences that the Company deems adequate to protect its property.  Insurance coverage includes a comprehensive liability policy covering legal liability for bodily injury or death of persons, and for property owned by, or under the control of the Company, as well as damage to the property of others.  The Company maintains key man life insurance protecting the Company in the event of the death of the Company’s President.  The Company also maintains fidelity insurance which provides coverage to the Company in the event of employee dishonesty.


Item 3. Legal Proceedings.

 

No proceedings are identified which involve a claim for damages, exclusive of interest and costs that exceed 10% of the current assets of the Company.


Item 4. Mine Safety Disclosures.


Not Applicable



9





PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.


There is no established market for trading the common stock of the Company.  The common stock is not regularly quoted in the automated quotation system of a registered securities system or association.  The common stock of the Company is traded on the “over-the-counter” market and is listed on OTCQB tier of the OTC Markets bulletin board under the symbol of "ELST".  The following table sets forth the high and low sale prices of the Company’s common stock for the quarterly period indicated for the last two (2) fiscal years.  


 

Sale Price

High

Low

2011

First Quarter

$0.59

$0.43

Second Quarter

0.69

0.48

Third Quarter

0.60

0.47

Fourth Quarter

0.48

0.37

 

2010

First Quarter

$0.55

$0.36

Second Quarter

0.55

0.40

Third Quarter

0.70

0.37

Fourth Quarter

0.60

0.37


The above data was compiled from information obtained from the OTC Bulletin Board quotation service.


The number of holders of record of common stock of the Registrant as of March 2, 2012 was 391 persons/entities with an unknown number of additional shareholders who hold shares through brokerage firms.


Our independent stock transfer agent is Computershare Investor Services located at 350 Indiana Street, Suite 800, Golden CO 80401.


Electronic Systems Technology Inc. paid a non-cumulative cash distribution on July 15, 2011, equivalent to $0.01 per outstanding share.    Dividends undertaken by the Company are solely at the discretion of the Board of Directors.    


The Company does not maintain any form of Equity Compensation Plan.


Item 6. Selected Financial Data.


Not Applicable


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.


Management’s discussion and analysis is provided as supplement to, and is intended to be read in conjunction with the Company’s audited financial statements and the accompanying integral notes (“Notes”) thereto.  The following statements may be forward-looking in nature and actual results may differ materially.


RESULTS OF OPERATIONS


GENERAL:  The Company specializes in the manufacturing and development of wireless modem products.  The Company offers product lines which provide innovative communication solutions for applications not served by existing conventional communication systems.  The Company offers product lines in markets for process automation in commercial, industrial and government arenas domestically as well as internationally, and domestically to public safety entities for mobile data computer terminal (MDC) applications.  The Company markets its products through direct sales, sales representatives, and domestic, as well as foreign, resellers. Operations of the Company are sustained solely from revenues received through sales of its products and services.   






10






FISCAL YEAR 2011 vs. FISCAL YEAR 2010


GROSS REVENUES: Total revenues for the fiscal year 2011 were $1,805,571 reflecting a decrease of 19% from $2,241,655 in gross revenues for fiscal year 2010.  The decrease in total revenues is the result of decreased domestic product sales during 2011.  Product sales decreased to $1,791,741 in 2011, as compared to 2010 sales of $2,228,798, reflecting a decrease of 20%.  Management believes the decrease in sales revenues is the result of decreased product sales for the Company’s domestic sales segments, specifically MDC applications and industrial automation.  Management believes the decreased domestic product sales revenues during 2011 are the result of the tenuous economic recovery in the United States significantly impacting capital expenditures for projects involving the Company’s products having been delayed or cancelled.  Management believes the Company’s MDC product sales have been negatively impacted by lack of federal funding for projects involving the Company’s products and competition from cellular telephone based technology alternatives.  Management expects minimal MDC sales revenues during 2012 and therefore intends to have reduced marketing efforts for that specific market moving forward.  Due to the continued reduction in MDC product sales, the Company released the sales manager focusing on that market late in 2011.   The Company intends to continue targeting the domestic and foreign industrial control markets.  Management remains committed to pursuing existing marketing strategies, however cannot guarantee sustained sales revenues during 2012 in the continued tenuous economic environment that exists in the United States.


Interest revenues during 2011 decreased to $9,664 from 2010 levels of $12,857 due to decreased rates of return received on the Company’s investments.


OPERATING SEGMENTS


Segment information is prepared on the same basis that the Company’s Management reviews financial information for operational decision-making purposes.  The Company’s operating segment information is contained in “Financial Statements, Notes to Financial Statements, Note 12 – Segment Reporting”.


Domestic Revenues


The Company’s domestic operations represent 62% of the Company’s total sales revenues.  Domestic operations sell ESTeem modem products, accessories and service primarily through domestic resellers, as well as directly to end users of the Company’s products.  Domestic revenues increased to $1,105,701 for the year ended 2011, compared to $1,678,803 for the year ended 2010, reflecting a decrease of 34%.  Management believes the decrease in domestic segment product sales revenues during 2011 is the result of decreased product sales for the Company’s domestic sales segments, specifically MDC applications and industrial automation.  Management believes the decreased domestic product sales revenues during 2011 are the result of the tenuous economic recovery in the United States significantly impacting capital expenditures for projects involving the Company’s products having been delayed or cancelled.  Management believes the Company’s MDC product sales have been negatively impacted by lack of federal funding for projects involving the Company’s products and competition from cellular telephone based technology alternatives.  Due to the continued reduction in MDC product sales, the Company released the sales manager focusing on that market late in 2011.  Management expects minimal MDC sales revenues during 2012 and therefore intends to have reduced marketing efforts for that specific market moving forward.


The majority of the Company's domestic product sales for 2011 were used in industrial automation applications. An example of an industrial automation application is a municipal water treatment operation, which employs the ESTeem modem to transmit industrial control information to and from control room areas via a wireless communications infrastructure.  It is the opinion of Management that industrial automation applications will continue to provide the largest portion of the Company's revenues in the foreseeable future.  


Domestic segment operating loss was $177,422 for 2011 as compared with a segment operating income of $278,572 for 2010 due to decreased sales revenues during 2011.


Foreign Revenues


The Company’s foreign operating segment represents 38% of the Company’s total sales revenues.  The foreign operating segment is based wholly in the United States and maintains no assets outside of the United States.  The foreign operating segment sells ESTeem modem products, accessories and service primarily through foreign resellers, as well as directly to end customers of the Company’s products located outside the United States.  




11





During 2011, the Company had $686,040 in foreign export sales, amounting to 38% of sales revenues for the year, compared with foreign export sales of $549,995 for 2010, reflecting an increase of 25%.  Management believes the increase in foreign segment product sales revenues during 2011 is the result of increased reseller activities in the industrial automation markets in Peru, Mexico and Colombia when compared with 2010.  Products purchased by foreign customers were used primarily in industrial automation applications.  For 2011 sales to Industrial Controls, a reseller of the company’s products in Peru, comprised 11% of the Company’s total sales revenues.  Management believes the majority of foreign export sales are the results of the Company’s Latin American sales staff, EST foreign reseller activity, and the Company’s internet website presence.

  

Operating income for the foreign segment increased to $269,458 for 2011 as compared with $232,331 for 2010 due to increased segment operating sales revenues during 2011 when compared with 2010.


Unallocated Corporate


Unallocated corporate expenses relate to functions, such as accounting, corporate management and administration that support but are not attributable to the Company’s domestic or foreign operating segments, including salaries, wages and other expenses related to the performance of these support functions.  Unallocated corporate expenses decreased to $279,489 during 2011, compared with $323,880 for 2010, and represented expense to total net revenue percentage of 15% and 14% for 2011 and 2010, respectively.


As of December 31, 2011, the Company had sales backlog of $82,000.  The Company’s customers generally place orders on an "as needed basis".  Shipment of the Company’s products is generally completed within 1 to 15 working days after receipt of customer orders, with the exception of ongoing, scheduled projects, and custom designed equipment for specific customer applications.


COST OF SALES:  Cost of Sales, as a percentage of gross sales, was 45% and 39% respectively, for 2011 and 2010.  Cost of Sales variances are the result of differences in the product mix sold and occurrences of obsolete inventory expense, as well as differences in the price discounting structure for the mix of products sold during the period.


INVENTORY:  The Company's year-end inventory values for 2011 and 2010 were as follows:


 

2011

2010

Parts

$228,012

$180,059

Work in progress

74,992

64,884

Finished goods

168,310

176,324

TOTAL

$471,314

$421,267


The Company's objective is to maintain inventory levels as low as possible to provide maximum cash liquidity, while at the same time meet production and delivery requirements. Approximately 15% of the Company’s inventory at December 31, 2011 consisted of parts having lead times ranging from 12 to 30 weeks. Some parts are maintained at high levels to assure availability to meet production requirements, and accordingly, account for a significant portion of the Company’s inventory value.  Based on past experience with component availability, distributor relationships, and inventory levels, the Company does not foresee shortages of materials used in production.  However, developments in the electronic component marketplace, involving components used by the Company which are also used in cellular phones, pagers and other personal technology devices, have the potential of creating negative availability and delivery issues for components used by the Company.  The Company has been able to procure parts on a timely basis as of the date of this report, however procurement cannot be guaranteed in the future.  If shortages were to occur, material interruption of production and product delivery to customers could occur.  Inventory levels increased between December 31, 2010 and December 31, 2011, due to decreased product sales by the Company during that period.   


OPERATING EXPENSES: Operating expenses increased to $1,195,051 in 2011, from 2010 levels of $1,185,031 primarily due to increased salaries and engineering expertise related expenses during 2011.  Material changes in expenses are comprised of the following components: Bad debt expense decreased to $7,718 due to higher than normal bad debt expense from amounts not paid by the Company’s customer Schwager Davis, experienced during 2010.   Depreciation expense decreased during 2011 to $21,956 from 2010 levels of $32,365 due to the Company’s decreased depreciable assets and decreased capital purchases.  Professional services increased to $160,213 from 2010 levels of $137,745 due to increased spending on subcontracted engineering expertise 2011.  Salaries, benefits and related taxes increased to $1,081,308 in 2011, from 2010 levels of $1,044,198, due to the Company ending salary reduction measures that were implemented during 2010.  Travel expenses decreased to $81,868 for 2011, compared to $85,136 for 2010, due to slightly reduced sales and customer support related activities when compared with 2010.  Materials and Supplies expense increased during 2011 to $19,355 from 2010 levels of $14,277 due to increased research and development related projects during 2011.   




12





FISCAL YEAR 2010 vs. FISCAL YEAR 2009


GROSS REVENUES: Total revenues for the fiscal year 2010 were $2,241,655 reflecting an 18% increase from $1,892,000 in gross revenues for fiscal year 2009.  The increase in total revenues is the result of increased product sales during 2010.  Product sales increased to $2,228,798 in 2010, as compared to 2009 sales of $1,867,076, reflecting an increase of 19%.  Management believes the increase in sales revenues is the result of increased sales of products in all of the Company’s market segments, including domestic and foreign industrial automation, federal and MDC applications.  Management believes the increased product sales revenues during 2010 are a direct result of the tenuous economic recovery in the United States and worldwide which has resulted in an increased level of capital expenditure for projects involving the Company’s products.  The Company intends to continue targeting existing markets of industrial controls and MDC applications, and continued sales manager activities for coverage and exposure in the domestic industrial automation market.  Management remains committed to implementing existing marketing strategies, however sustaining sales revenues during 2011 in an environment of fragile economic recovery cannot be guaranteed.


Interest revenues during 2010 decreased to $12,857 from 2009 levels of $24,369 due to decreased rates of return received on the Company’s investments.

  

OPERATING SEGMENTS


Domestic Revenues


The Company’s domestic operations represent 75% of the Company’s total sales revenues.  Domestic operations sell ESTeem modem products, accessories and service primarily through domestic resellers, as well as directly to end users of the Company’s products.  Domestic revenues increased to $1,678,803 for the year ended 2010, compared to $1,397,253 for the year ended 2009, reflecting an increase of 20%.  Management believes the increase in domestic segment product sales revenues during 2010 is the result of the tenuous economic recovery in the United States which has resulted in an increased level of capital expenditure for projects involving the Company’s products.  The majority of the Company's domestic product sales for 2010 were used in industrial automation applications. An example of an industrial automation application is a municipal water treatment operation, which employs the ESTeem modem to transmit industrial control information to and from control room areas via a wireless communications infrastructure.  It is the opinion of Management that industrial automation applications will continue to provide the largest portion of the Company's revenues in the foreseeable future.  


The Company’s domestic sales included sales of the Company’s products for MDC systems to public entities, which accounted for 5% of the Company’s domestic sales during 2010.  Management believes the weak MDCS sales during 2010 are the result of continued reductions in government funding for projects involving the Company’s products.  An example of an MDC system for a public entity is a local area network (LAN), between police department computer dispatch centers and individual police vehicles. Management believes funding of MDC projects on local, state and federal levels cannot be guaranteed and therefore MDC projects involving the Company’s products become very difficult to predict.


Domestic segment operating income was $278,572 for 2010 as compared with a segment operating income of $81,762 for 2009 due to increased sales revenues and improved segment profit margins during 2010 when compared with 2009.


Foreign Revenues


The Company’s foreign operating segment represents 25% of the Company’s total sales revenues.  The foreign operating segment is based wholly in the United States and maintains no assets outside of the United States.  The foreign operating segment sells ESTeem modem products, accessories and service primarily through foreign resellers, as well as directly to end customers of the Company’s products located outside the United States.  


During 2010, the Company had $549,995 in foreign export sales, amounting to 25% of sales revenues for the year, compared with foreign export sales of $469,823 for 2009, reflecting an increase of 17%.  Management believes the increase in foreign segment product sales revenues during 2010 is the result of the tenuous worldwide economic recovery which has resulted in an increased level of capital expenditure for projects involving the Company’s products, specifically industrial automation projects in Colombia and mining applications in Chile and Peru.  Products purchased by foreign customers were used primarily in industrial automation applications.  Management believes the majority of foreign export sales are the results of the Company’s Latin American sales staff, EST foreign reseller activity, and the Company’s internet website presence.

  

Operating income for the foreign segment increased to $232,331 for 2010 as compared with $191,485 for 2009 due to increased segment operating sales revenues during 2010 when compared with 2009.



13





Unallocated Corporate


Unallocated corporate expenses relate to functions, such as accounting, corporate management and administration that support but are not attributable to the Company’s domestic or foreign operating segments, including salaries, wages and other expenses related to the performance of these support functions.  Unallocated corporate expenses increased to $323,880 during 2010, compared with $250,648 for 2009, and represented expense to total net revenue percentage of 14% and 13% for 2010 and 2009, respectively.


OPERATING EXPENSES: Operating expenses increased to $1,185,031 in 2010, from 2009 levels of $1,092,019 primarily due increased bad debt expense, professional services and salaries expenses during 2010.  Material changes in expenses are comprised of the following components: Bad debt expense increased to $46,742 due to the creation of a bad debt reserve for amounts owed to the Company by Schwager Davis.  Schwager Davis notified the Company prior to year end that they had issues with a project using the Company’s products and payment would be delayed until the issues were resolved.  Depreciation expense decreased during 2010 to $32,365 from 2009 levels of $40,142 due to the Company’s decreased depreciable assets and decreased capital purchases.  Professional services increased to $137,745 from 2009 levels of $113,239 due to increased spending on subcontracted engineering expertise and audit costs by the Company during 2010.  Salaries, benefits and related taxes increased to $1,044,198 in 2010, from 2009 levels of $1,030,520, due to the Company recording a bonus payable based on 2010 results for December 31, 2010.  Trade show expenses increased to $44,529 for 2010 compared to $37,485 in 2009 due to increased attendance of trade shows during 2010.  Travel expenses increased to $85,136 for 2010, compared to $65,898 for 2009, due to increased sales and customer support related activities when compared with 2009.  Based on improved sales revenues and profitability during 2010, the Company intends to cautiously discontinue wage reductions that had been implemented during 2009 and 2010, which may result in increased operating expenses during 2011.  


LIQUIDITY AND CAPITAL RESOURCES


The Company’s revenues and expenses resulted in a net loss of $129,990 for 2011, decreased from a net income of $129,452 for 2010.  The decrease in profitability is the result of decreased sales revenues and increased operating expenses when compared with 2010.  At December 31, 2011, the Company's working capital was $2,813,213 compared with $3,008,643 at December 31, 2010. The Company’s operations rely solely on the income generated from sales.  The Company's major capital resource requirements are payment of employee salaries and benefits and maintaining inventory levels adequate for production.  Extended availability for components critical for production of the Company’s products, ranging from 12 to 30 weeks, require the Company to maintain high inventory levels.  It is Management’s opinion that the Company’s working capital as of December 31, 2011 is adequate for expected resource requirements for the next twelve months.

  

The Company's current asset to current liability ratio at December 31, 2011 was 29.1:1 compared to 18.5:1 at December 31, 2010.  The increased in current asset ratio is the result of the Company having no federal income tax liability for year-end 2011 when compared with year-end 2010.  The Company's cash resources at December 31, 2011, including cash and cash equivalent liquid assets, were $1,227,490, compared to cash resources of $1,133,720 at year-end 2010.  The increase in cash and cash equivalent liquid assets is the result of timing differences in certificate of deposit maturities and receivable collection cycles when compared with year-end 2010.  The Company’s cash and cash equivalent assets are held in checking and money market investment accounts.


The Company's accounts receivable, adjusted for allowance for uncollectible accounts, at December 31, 2011, were $104,166, compared to $125,004 at year-end 2010.  Management believes that all Company accounts receivable as of December 31, 2011 are collectible.  


The Company believes the level of risk associated with customer receipts on export sales is minimal.  Foreign shipments are made only after payment has been received or on Net 30 day credit terms to established foreign companies with which the Company has distributor relationships.  Foreign orders are generally filled as soon as they are received therefore; foreign exchange rate fluctuations do not impact the Company.


Inventory levels as of December 31, 2011, were $471,314, reflecting an increase from December 31, 2010 levels of $421,267. The increase in inventory between December 31, 2010 and December 31, 2011, is due to decreased product sales by the Company during 2011.   


The Company had capital expenditures of $32,059 during 2011 primarily for manufacturing related instrumentation.  The Company intends on investing in additional capital equipment as deemed necessary to support development and manufacture of current and future products.  As of December 31, 2011, the Company's current liabilities decreased to $100,114, from 2010 year-end levels of $172,128.  The decrease in current liabilities is the result of the Company’s decreased federal income tax liability when compared with a federal income tax liability of $77,171 for year-end 2010.  As of December 31, 2011, the Company had a refundable deposits liability of $49,303 for pending foreign customer shipments.



14






The Company had no off balance sheet arrangements for the year ended December 31, 2011.


Inflation had minimal adverse effect on the Company’s operations during 2011.  Minimal adverse effect is anticipated during 2012.


FORWARD LOOKING STATEMENTS: The above discussion may contain forward-looking statements that involve a number of risks and uncertainties. These factors are more fully described in the “Risk Factors” section of Item 1A of this Annual Report on Form 10-K. In addition to the factors discussed above, among other factors that could cause actual results to differ materially are the following: competitive factors such as rival wireless architectures and price pressures; availability of third party component products at reasonable prices; inventory risks due to shifts in market demand and/or price erosion of purchased components; change in product mix, rapid advances in competing technologies and risk factors that are listed in the Company’s reports filed with the Securities and Exchange Commission.


Item 7A. Quantitative and Qualitative Disclosures About Market Risk.


Not Applicable.



15







Item 8. Financial Statements and Supplementary Data.













ELECTRONIC SYSTEMS TECHNOLOGY, INC.

DBA ESTEEM WIRELESS MODEMS


FINANCIAL STATEMENTS

AND

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

































16











TABLE OF CONTENTS


 

Page

Report of Independent Registered Public Accounting Firm

18

 

 

Financial Statements:

 

 

 

   Balance Sheets

19

 

 

   Statements of Operations

20

 

 

   Statements of Changes in Stockholders’ Equity

21

 

 

   Statements of Cash Flows

22

 

 

   Notes to Financial Statements

23-31

 

 

Supplemental Schedules of Operating Expenses

33

 

 

Supplemental Schedules of Selected Financial Data

34




17





Moe O’Shaughnessy & Associates, P.S.

Certified Public Accountants


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To The Board of Directors and Stockholders of

Electronic Systems Technology, Inc.

Kennewick, WA


We have audited the accompanying balance sheets of Electronic Systems Technology, Inc., dba ESTeem Wireless Modems, as of December 31, 2011 and 2010, and the related statements of operations, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2011.  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 standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.  


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Electronic Systems Technology, Inc., as of December 31, 2011 and 2010, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.  


Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole.  The supplemental schedules of operating expenses and selected financial data are presented for purposes of additional analyses and are not a required part of the basic financial statements.  Such supplemental schedules have been subjected to the auditing procedures applied in the examination of the basic financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.  


/s/ Moe O’Shaughnessy & Associates, P.S.


Spokane, Washington

February 23, 2012







427 W. Sinto Avenue, Ste. 200, Spokane, Washington 99201


Phone (509) 325-4900  Fax (509) 325-9345 E-Mail moaps@moaps.net



18






ELECTRONIC SYSTEMS TECHNOLOGY, INC.

DBA ESTEEM WIRELESS MODEMS


BALANCE SHEETS

DECEMBER 31, 2011 AND 2010

 

2011

2010

ASSETS

 

 

CURRENT ASSETS

 

 

   Cash

$              38,168

$              51,867

   Money market investment

1,189,322

1,081,853

   Certificates of deposit

1,033,000

1,472,000

   Accounts receivable, net of allowance for

 

 

      doubtful accounts of $787 and $47,664

104,166

125,004

   Inventory

471,314

421,267

   Prepaid insurance

9,985

8,780

   Prepaid expenses

18,126

18,409

   Accrued interest

1,583

1,591

   Federal income tax refund receivable

47,663

-

 

 

 

      Total Current Assets

2,913,327

3,180,771

 

 

 

PROPERTY AND EQUIPMENT – NET

54,358

44,255

 

 

 

DEPOSITS

1,675

4,304

 

 

 

DEFERRED INCOME TAX BENEFIT

54,000

49,400

 

$         3,023,360

$         3,278,730

 

 

 

CURRENT LIABILITIES

 

 

   Accounts payable

$              16,104

$              31,651

   Refundable deposits

49,303

-

   Accrued wages and bonus

4,627

22,994

   Accrued payroll and other taxes

2,869

7,623

   Accrued vacation pay

27,211

32,689

   Federal income tax payable

-

77,171

 

 

 

      Total Current Liabilities

100,114

172,128

 

 

 

DEFERRED INCOME TAXES

7,800

13,000

 

 

 

COMMITMENTS AND CONTINGENCIES

-

-

 

 

 

STOCKHOLDERS’ EQUITY

 

 

   Common stock - $.001 par value 50,000,000

 

 

      shares authorized, 5,158,667 issued and

 

 

      outstanding

5,159

5,159

   Additional paid-in capital

1,001,648

998,228

   Retained earnings

1,908,639

2,090,215

 

 

 

 

2,915,446

3,093,602

 

$         3,023,360

$         3,278,730


See Notes to Financial Statements.



19






ELECTRONIC SYSTEMS TECHNOLOGY, INC.

DBA ESTEEM WIRELESS MODEMS


STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2010, AND 2009

 

2011

2010

2009

 

 

 

 

SALES – NET

$    1,791,741

$    2,228,798

$   1,867,076

 

 

 

 

COST OF SALES

797,973

869,601

777,382

 

 

 

 

GROSS PROFIT

993,768

1,359,197

1,089,694

 

 

 

 

OPERATING EXPENSES

1,195,051

1,185,031

1,092,019

 

 

 

 

OPERATING INCOME (LOSS)

(201,283)

174,166

(2,325)

 

 

 

 

OTHER INCOME

 

 

 

   Interest income

9,664

12,857

24,369

   Other income (expense)

4,166

-

555

 

 

 

 

 

13,830

12,857

24,924

 

 

 

 

INCOME (LOSS) BEFORE INCOME TAXES

(187,453)

187,023

22,599

 

 

 

 

PROVISION FOR FEDERAL INCOME TAXES

(57,463)

57,571

(1,896)

 

 

 

 

NET INCOME (LOSS)

$     (129,990)

$       129,452

$        24,495

 

 

 

 

BASIC EARNINGS (LOSS) PER SHARE

$           (0.03)

$             0.03

$            0.00

 

 

 

 

 

 

 

 

DILUTED EARNINGS (LOSS) PER SHARE

$           (0.03)

$             0.02

$            0.00

 

 

 

 







See Notes to Financial Statements.




20






ELECTRONIC SYSTEMS TECHNOLOGY, INC.

DBA ESTEEM WIRELESS MODEMS


STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2011, 2010, AND 2009

 

Common Stock

Paid-In

Retained

 

 

Shares

Amount

Capital

Earnings

Total

 

 

 

 

 

 

BALANCE AT JANUARY 1, 2009

5,158,667

$         5,159

$      990,300

$     1,936,268

$     2,931,727

 

 

 

 

 

 

COMPREHENSIVE INCOME:

 

 

 

 

 

   Net income

-

-

-

24,495

24,495

 

 

 

 

 

 

SHARE-BASED COMPENSATION

-

-

3,150

-

3,150

 

 

 

 

 

 

BALANCE AT DECEMBER 31, 2009

5,158,667

5,159

993,450

1,960,763

2,959,372

 

 

 

 

 

 

COMPREHENSIVE INCOME:

 

 

 

 

 

   Net income

-

-

-

129,452

129,452

 

 

 

 

 

 

SHARE BASED COMPENSATION

-

-

4,778

-

4,778

 

 

 

 

 

 

BALANCE AT DECEMBER 31, 2010

5,158,667

5,159

998,228

2,090,215

3,093,602

 

 

 

 

 

 

COMPREHENSIVE INCOME:

 

 

 

 

 

   Net loss

-

-

-

(129,990)

(129,990)

 

 

 

 

 

 

SHARE BASED COMPENSATION

-

-

3,420

-

3,420

 

 

 

 

 

 

CASH DIVIDEND

-

-

-

(51,586)

(51,586)

 

 

 

 

 

 

BALANCE AT DECEMBER 31, 2011

5,158,667

$         5,159

$   1,001,648

$     1,908,639

$     2,915,446

 

 

 

 

 

 

 

 

 

 

 

 














See Notes to Financial Statements.





21






ELECTRONIC SYSTEMS TECHNOLOGY, INC.

DBA ESTEEM WIRELESS MODEMS


STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2010, AND 2009

 

2011

2010

2009

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

   Net income (loss)

$      (129,990)

$    129,452

$          24,495

      Noncash expenses included in income:

 

 

 

         Depreciation

21,956

32,365

40,142

         Allowance for doubtful accounts

(46,877)

46,742

(555)

         Deferred income taxes

(9,800)

(25,300)

(18,600)

         Share-based compensation

3,420

4,778

3,150

      Decrease (increase) in current assets:

 

 

 

         Accounts receivable, net

67,715

(49,753)

73,991

         Inventory

(50,047)

82,059

136,453

         Other current assets

(914)

749

10,734

         Prepaid federal income taxes

-

20,896

16,704

         Federal income taxes receivable

(47,663)

-

63,842

      Increase (decrease) in current liabilities:

 

 

 

         Accounts payable and other current liabilities

5,157

4,957

(3,548)

         Federal income taxes payable

(77,171)

77,171

-

             Net Cash From Operating Activities

(264,214)

324,116

346,808

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

   Deposits and long term prepaids

2,629

(3,964)

-

   Purchase of investments and certificates of deposit

(1,802,000)

(1,655,000)

(1,981,000)

   Proceeds from sales of investments and certificates of deposit

2,241,000

1,555,000

2,041,000

   Additions to property and equipment

(32,059)

(6,040)

-

            Net Cash From Investing Activities

409,570

(110,004)

60,000

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

   Cash dividend

(51,586)

-

-

            Net Cash From Financing Activities

(51,586)

-

-

 

 

 

 

NET INCREASE (DECREASE) IN CASH & EQUIVALENTS

93,770

214,112

406,808

    

 

 

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

1,133,720

919,608

512,800

 

 

 

 

CASH AND CASH EQUIVALENTS AT END OF YEAR

$     1,227,490

$ 1,133,720

$        919,608

   

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 

 

 

   Cash paid during the year for:

 

 

 

      Income taxes

$        (77,171)

$     (5,700)

$       (63,842)

 

 

 

 

   Cash and cash equivalents:

 

 

 

      Cash

$           38,168

$      51,867

$          19,705

      Money market

1,189,322

1,081,853

899,903

 

$      1,227,490

$ 1,133,720

$        919,608


See Notes to Financial Statements.



22



ELECTRONIC SYSTEMS TECHNOLOGY, INC.

DBA ESTEEM WIRELESS MODEMS


NOTES TO FINANCIAL STATEMENTS



1.

Organization and Summary of Significant Accounting Policies


Business Organization


The Company was incorporated under the laws of the State of Washington on February 10, 1984, primarily to develop, produce, sell and distribute wireless modems that will allow communication between peripherals via radio frequency waves.  On November 12, 1984, the Company sold 3,000,000 shares of its unissued common stock to the public at an offering price of $.30 per share, arbitrarily determined by the underwriter.  


Effective September 13, 2007, the Company announced their establishment of a “doing business as” or dba structure, based on the Company’s registered trade name of ESTeem (tm) Wireless Modems.  


Accounting Estimates


The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses.  Estimates used in the accompanying financial statements include allowance for uncollectible accounts receivable, inventory obsolescence, useful lives of depreciable assets, and deferred income taxes.  Actual results could differ from those estimates.  


Concentrations of Credit Risks


Financial instruments that potentially subject the Company to credit risk consists of cash and customer receivables.  


The Company places its cash with three major financial institutions.  During the period, the Company had cash balances that were in excess of federally insured limits.  


The Company’s customers, to which trade credit terms are extended, consist of United States and local governments and foreign and domestic companies.  


Revenue Recognition


The Company recognizes revenue from product sales when the goods are shipped or delivered and title and risk of loss pass to the customer.  Provision for certain sales incentives and discounts to customers are accounted for as reductions in sales in the period the related sales are recorded.  Sales are recorded net of applicable state and local sales tax.  Products sold to foreign customers are shipped after payment is received in U.S. funds, unless an established distributor relationship exists or the customer is a foreign branch of a U.S. company.  


Revenues from site support and engineering services are recognized as the Company performs the services.  Amounts billed and collected before the services are performed are included in deferred revenues.  Revenue is recognized based upon proportional performance when the contract contains performance milestones.  




23



ELECTRONIC SYSTEMS TECHNOLOGY, INC.

DBA ESTEEM WIRELESS MODEMS


NOTES TO FINANCIAL STATEMENTS



1.

Organization and Summary of Significant Accounting Policies - (Continued)


Revenue Recognition - (Continued)


The Company does not generally sell its products with the right of return.  Therefore, returns are reported when they occur.  


The Company warrants its products as free of manufacturing defects and provides a refund of the purchase price, repair or replacement of the product for a period of one year from the date of installation by the first user/customer.  No allowance for estimated warranty repairs or product returns has been recorded.  


Financial Instruments


The Company’s financial instruments are cash and cash equivalents, accounts receivable and accounts payable.  The recorded values of cash and cash equivalents, accounts receivable and accounts payable approximate their fair values based on their short-term nature.  


Cash and Cash Equivalents


Cash and cash equivalents consist primarily of cash, certificates of deposit and money market accounts purchased with original maturities of three months or less.  


Allowance for Uncollectible Accounts


The Company uses the allowance method to account for uncollectible accounts receivable.  Accounts receivable are presented net of an allowance for doubtful accounts of $787 and $47,664 as of December 31, 2011 and 2010, respectively.  The Company’s policy for writing off past due accounts receivable is based on the amount, time past due, and response received from the subject customer.  


Accounts receivable include $66 of amounts due which are over ninety days past due at December 31, 2011.  


Inventory


Inventories are stated at lower of direct cost or market.  Cost is determined on an average cost basis that approximates the first-in, first-out (FIFO) method.  Market is determined based on net realizable value and consideration is given to obsolescence.


Property and Equipment


Property and equipment is carried at cost.  Depreciation is computed using the straight-line method over the estimated useful lives of the assets.  The useful life of property and equipment for purposes of computing depreciation is three to seven years.  The Company periodically reviews its long-lived assets for impairment and, upon indication that the carrying value of such assets may not be recoverable, recognizes an impairment loss by a charge against current operations.  The Company normally capitalizes non consumable assets with a cost greater than one thousand dollars.  



24



ELECTRONIC SYSTEMS TECHNOLOGY, INC.

DBA ESTEEM WIRELESS MODEMS


NOTES TO FINANCIAL STATEMENTS



1.

Organization and Summary of Significant Accounting Policies - (Continued)


Investments


Certificates of deposit with original maturities ranging from three months to twelve months were purchased for $1,033,000, at December 31, 2011.  


Capitalized Software Costs


Capitalized software costs consist of costs to purchase and develop software.  The Company capitalizes the costs of creating a software product to be sold, leased or otherwise marketed, for which technological feasibility has been established.  Amortization of the software product, on a product-by-product basis, begins on the date the product is available for distribution to customers and continues over the estimated revenue-producing life, not to exceed five years.  All software costs were fully amortized at December 31, 2006.  


Income Taxes


The provision for income taxes is computed on the pretax income based on the current tax law.  Deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates.


Research and Development


Research and development costs are expensed as incurred.  Research and development expenditures for new product development and improvements of existing products by the Company for 2011, 2010, and 2009, were $268,530, $264,389, and $273,389, respectively.  


Advertising Costs


Costs incurred for producing and communicating advertising are expensed when incurred.  Advertising costs for the years ended December 31, 2011, 2010, and 2009, were $12,021, $15,615, and $14,194, respectively.  


Reclassifications


Certain reclassifications have been made to the prior years’ financial statements to conform to the current year presentation.  These reclassifications had no effect on previously reported results of operations or retained earnings.  


Share-Based Compensation


FASB ASC 718 requires all share-based payments to employees, including grants of employee stock options, be measured at fair value and expensed in the statement of operations over the service period.  See Note 7 for additional information.  In addition to the recognition of expense in the financial statements, under FASB ASC 718, any excess tax benefits received upon exercise of options will be presented as a financing activity inflow rather than an adjustment of operating activity as presented in prior years.  



25



ELECTRONIC SYSTEMS TECHNOLOGY, INC.

DBA ESTEEM WIRELESS MODEMS


NOTES TO FINANCIAL STATEMENTS



2.

Inventories


Inventories consist of the following:


 

2011

2010

Parts

$              228,012

$           180,059

Work in progress

74,992

64,884

Finished goods

168,310

176,324

 

$              471,314

$           421,267


3.

Property and Equipment


Property and equipment consist of the following:


 

2011

2010

Laboratory equipment

$              591,077

$           561,742

Furniture and fixtures

16,398

16,398

Dies and molds

105,353

105,353

 

712,828

683,493

Accumulated depreciation

(658,470)

(639,238)

 

$                54,358

$             44,255


4.

Provision for Income Taxes


The Company uses the asset and liability approach in accounting for income taxes.  


The provision for federal income taxes consisted of:


 

2011

2010

2009

Current

$  (47,663)

$     82,871

$     16,704

Deferred

(9,800)

(25,300)

(18,600)

Provision for federal income taxes

$  (57,463)

$     57,571

$      (1,896)


The components of deferred tax assets and liabilities at December 31 were as follows:


 

 

2011

2010

Deferred tax assets:

 

 

 

   Accrued liabilities

 

$       9,300

$     11,100

   Inventory adjustment

 

19,000

15,500

   Capital loss carryforward

 

-

6,600

   Allowance for doubtful accounts

 

300

16,200

   Unused tax credits

 

25,400

-

      Total

 

$     54,000

$     49,400

 

 

 

 

Deferred tax liabilities:

 

 

 

   Depreciable property

 

$       7,800

$     13,000

      Total

 

$       7,800

$     13,000



26



ELECTRONIC SYSTEMS TECHNOLOGY, INC.

DBA ESTEEM WIRELESS MODEMS


NOTES TO FINANCIAL STATEMENTS



4.

Provision for Income Taxes – (Continued)


The differences between the provision for income taxes and income taxes computed using the U.S. federal income tax rate were as follows:


 

2011

2010

2009

 

 

 

 

Amount computed using the statutory rate

$    (47,663)

$    82,871

$    16,704

Decrease in deferred tax (assets)

 

 

 

   liabilities

        (9,800)

     (25,300)

     (18,600)

Provision for federal income taxes

$    (57,463)

$    57,571

$     (1,896)


The Company files federal income tax returns in the United States only.  The Company is no longer subject to federal income tax examination by tax authorities for years before 2008.  Effective January 1, 2007, the Company adopted the provisions of FASB ASC 740, formerly “Accounting for Uncertainty in Income Taxes” (FIN48).  FASB ASC 740 prescribes a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized.  The Company has evaluated all tax positions for open years and has concluded that they have no material unrecognized tax benefits.  


The provision for federal income taxes included penalties of $228 for the year ending 2010.  


5.

Profit Sharing Salary Deferral 401-K Plan


The Company sponsors a Profit Sharing Plan and Salary Deferral 401-K plan and trust.  All employees over the age of twenty-one are eligible.  On January 1, 2006, the Company adopted a four percent salary matching provision.  The Company contributed $30,404, $27,864 and $29,364 to the plan at December 31, 2011, 2010, and 2009, respectively.  


6.

Employee Profit Sharing Bonus Program


The Company makes contributions to the Employees Profit Sharing Bonus Program (a non-qualified plan) based upon ten percent of the first $100,000 of pre-tax net income plus eight percent on pre-tax net income in excess of $100,000.  The Company has accrued no contributions for the year 2011.  


7.

Share-Based Compensation


The Company grants stock options to individual employees and directors with three years continuous tenure.  After termination of employment, stock options may be exercised within ninety days.  




27



ELECTRONIC SYSTEMS TECHNOLOGY, INC.

DBA ESTEEM WIRELESS MODEMS


NOTES TO FINANCIAL STATEMENTS



7.

Share-Based Compensation – (Continued)


The fair value of each option award is estimated on the date of the grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants in:


 

2011

2010

2009

Dividend yield

0.00%

0.00%

6.06%

Expected volatility

74%

93%

108%

Risk-free interest rate

1.40%

1.38%

1.38%

Expected term (in years)

3

3

3

Estimated fair value per option granted

$       0.21

$       0.30

$       0.18


The average risk-free interest rate is based on the three-year U.S. Treasury Bond rate in effect as of the grant date.  The expected volatility is determined using a weighted average of weekly historical volatility of the stock price over a period of one year prior to the grant dates.  The Company uses historical data to estimate option exercise rates.  The option exercise rate for option grants in 2011 was eight percent.  


In the years ended December 31, 2011, 2010, and 2009, the Company recognized $3,420, $4,778, and $3,150, respectively, in share-based compensation expense.  No non-vested share-based compensation arrangements existed as of December 31, 2011.  


A summary of option activity follows:


 

 

 

Weighted

 

 

Weighted

Average

 

 

Average

Remaining

 

 

Exercise

Contractual

 

Number

Price Per

Term

 

Outstanding

Share

(Years)

Balance at 12/31/08

570,000

$          0.73

1.1

   Granted

195,000

0.31

 

   Exercised

-

-

 

   Canceled

(200,000)

0.68

 

Balance at 12/31/09

565,000

0.60

1.1

   Granted

195,000

0.45

 

   Exercised

-

-

 

   Canceled

(175,000)

0.68

 

Balance at 12/31/10

585,000

0.52

1.1

   Granted

210,000

0.44

 

   Exercised

-

-

 

   Canceled

(205,000)

0.79

 

Balance at 12/31/11

590,000

0.40

1.1

Exercisable at 12/31/11

590,000

0.40

1.1


The aggregate intrinsic value of the options outstanding and exercisable at December 31, 2011, was $11,400.




28



ELECTRONIC SYSTEMS TECHNOLOGY, INC.

DBA ESTEEM WIRELESS MODEMS


NOTES TO FINANCIAL STATEMENTS



8.

Earnings Per Share


The following table represents the calculation of net earnings per common share – basic and diluted:


 

2011

2010

2009

 

 

 

 

Net income (loss)

$  (129,990)

$   129,452

$     24,495

Basic earnings per share:

 

 

 

   Weighted average shares outstanding

5,158,667

5,158,667

5,158,667

 

 

 

 

Diluted earnings per share:

 

 

 

   Weighted average shares outstanding

5,158,667

5,158,667

5,158,667

   Incremental shares from assumed

 

 

 

      conversion of stock options

-

79,865

13,948

   Weighted average shares outstanding

5,158,667

5,238,532

5,172,615

 

 

 

 

Net earnings (loss) per common share-basic

$        (0.03)

$          0.03

$          0.00

Net earnings (loss) per common share-

 

 

 

   diluted

$        (0.03)

$          0.02

$          0.00


9.

Leases


The Company leases its facilities from a port authority, under beneficial terms for $4,222 monthly for three years, expiring in September 2014, with annual increases based upon the Consumer Price Index.  The lease expense for the years ended December 31, 2011, 2010, and 2009 was $48,990, $46,885 and $44,824, respectively.  


Future minimum lease payments required under the above operating lease for the years ending December 31, 2012, 2013, and 2014, amount to $51,185, $53,253, and $41,103, respectively.


10.

Related Party Transactions


For the years ended December 31, 2011, 2010, and 2009, services in the amount of $104,411, $73,672, and $49,716, respectively, were contracted with a manufacturing process company, Manufacturing Services, Inc.  The president and past president of Manufacturing Services, Inc., are members of the Board of Directors of Electronic Systems Technology, Inc.  




29



ELECTRONIC SYSTEMS TECHNOLOGY, INC.

DBA ESTEEM WIRELESS MODEMS


NOTES TO FINANCIAL STATEMENTS



11.

Commitments and Contingencies


The Company purchases certain key components necessary for the production of its products from a limited number of suppliers.  The components provided by the suppliers could be replaced or substituted by other products.  It is possible that if this action became necessary, an interruption of production and/or material cost expenditures could take place.  


In 2009, the Company entered into a licensing agreement with Wi-LAN, Inc. (a Canadian Company), to pay royalties for certain licensing rights and liability releases.  Such amounts were not significant in 2011 through 2009.  


The Company has evaluated subsequent events through February 23, 2012, the date the financial statements were available to be issued.  


12.

Segment Reporting


Segment information is prepared on the same basis that the Company’s management reviews financial information for operational decision making purposes.  Electronic Systems Technology, Inc., has two reportable segments, domestic and foreign, based on the geographic location of the customers.  Both segments sell radio modem products (requiring an FCC license or license free Ethernet products), related accessories for radio modem products for industrial automation projects, and mobile data computer products.  The foreign segment sells the Company’s products and services outside the United States.  


Domestic customers represent approximately sixty-two percent of total net revenues.  Foreign customers represent approximately thirty-eight percent of total net revenues.  One individual customer comprised more than ten percent of sales revenue.  Revenues from foreign countries consist primarily of revenues from Canada, Mexico, and South American countries.  


The accounting policies of the segments are the same as those described in the summary of significant accounting policies, Note 1.  Management evaluates performance based on net revenues and operating expenses.  Administrative functions such as finance and information systems are centralized.  However, where applicable, portions of the administrative function expenses are allocated between the operating segments.  The operating segments share the same manufacturing and distributing facilities.  Costs of operating the manufacturing plant, equipment, inventory, and accounts receivable are allocated directly to each segment.  




30



ELECTRONIC SYSTEMS TECHNOLOGY, INC.

DBA ESTEEM WIRELESS MODEMS


NOTES TO FINANCIAL STATEMENTS



12.

Segment Reporting – (Continued)


Summary financial information for the two reportable segments is as follows:


 

 

 

Unallocated

 

2011

Domestic

Foreign

Corporate

Total

 

 

 

 

 

Total sales

$   1,105,701

$       686,040

$              -

$1,791,741

Total other income

13,830

-

-

13,830

Depreciation

19,584

-

2,372

21,956

Earnings (loss) before tax

(177,422)

269,458

(279,489)

(187,453)

Identifiable assets

112,944

42,547

2,867,869

3,023,360

Net capital expenditures

32,059

-

-

32,059

 

 

 

 

 

2010

 

 

 

 

 

 

 

 

 

Total sales

$   1,678,803

$        549,995

$              -

$ 2,228,798

Total other income

12,857

-

-

12,857

Depreciation

29,853

-

2,512

32,365

Earnings (loss) before tax

278,572

232,331

(323,880)

187,023

Identifiable assets

154,367

9,712

3,114,651

3,278,730

Net capital expenditures

3,845

-

2,195

6,040

 

 

 

 

 

2009

 

 

 

 

 

 

 

 

 

Total sales

$   1,397,253

$        469,823

$              -

$ 1,867,076

Total other income

24,924

-

-

24,924

Depreciation

37,595

-

2,547

40,142

Earnings (loss) before tax

81,762

191,485

(250,648)

22,599

Identifiable assets

165,446

27,127

2,878,299

3,070,872

Net capital expenditures

-

-

-

-







31























ELECTRONIC SYSTEMS TECHNOLOGY, INC.

DBA ESTEEM WIRELESS MODEMS


SUPPLEMENTAL SCHEDULES



32





ELECTRONIC SYSTEMS TECHNOLOGY, INC.

DBA ESTEEM WIRELESS MODEMS


SUPPLEMENTAL SCHEDULES OF OPERATING EXPENSES

FOR THE YEARS ENDED DECEMBER 31, 2011, 2010, AND 2009


 

2011

2010

2009

 

 

 

 

Advertising

$          12,021

$         15,615

$             14,194

Bad debt expense

7,718

46,742

-

Commissions – sales

1,197

-

1,841

Dues and subscriptions

1,201

1,364

1,444

Depreciation

21,956

32,365

40,142

Insurance

12,532

12,438

12,475

Materials and supplies

19,355

14,277

12,124

Office and administration

6,062

7,042

7,603

Printing

2,827

4,161

3,591

Professional services

160,213

137,745

113,239

Rent and utilities

62,269

60,537

58,615

Repair and maintenance

4,642

4,192

4,985

Salaries

850,716

823,845

811,491

Taxes

230,592

220,353

219,029

Telephone

8,467

9,471

9,031

Trade shows

44,469

44,529

37,485

Travel expenses

81,868

85,136

65,898

 

 

 

 

 

1,528,105

1,519,812

1,413,187

 

 

 

 

Expenses allocated to cost of sales

(333,054)

(334,781)

(321,168)

 

 

 

 

 

$    1,195,051

$     1,185,031

$        1,092,019





















33





ELECTRONIC SYSTEMS TECHNOLOGY, INC.

DBA ESTEEM WIRELESS MODEMS


SUPPLEMENTAL SCHEDULES OF SELECTED FINANCIAL DATA

FOR THE YEARS ENDED DECEMBER 31, 2011, 2010, 2009, 2008 AND 2007


 

2011

2010

2009

2008

2007

 

 

 

 

 

 

Sales – net

$  1,791,741

$   2,228,798

$   1,867,076

$   2,108,700

$   3,002,521

Gross profit

993,768

1,359,197

1,089,694

1,157,605

1,847,198

Income (loss) before provision for income taxes

(187,453)

187,023

22,599

(227,815)

463,136

Provision for income taxes

(57,463)

57,571

(1,896)

(71,628)

143,814

Net income (loss)

(129,990)

129,452

24,495

(156,187)

319,322

Comprehensive income (loss)

(129,990)

129,452

24,495

(156,187)

319,322

Net income (loss) per share – basic

(0.03)

0.03

0.00

(0.03)

0.06

Weighted average number of shares outstanding

5,158,667

5,158,667

5,158,667

5,157,916

5,153,667

Total assets

3,023,360

3,278,730

3,070,872

3,059,875

3,477,208

Stockholders’ equity

2,915,446

3,093,602

2,959,372

2,931,727

3,179,348

Stockholders’ equity per share

0.57

0.60

0.57

0.57

0.62

Working capital

2,813,213

3,008,643

2,877,352

2,828,165

3,046,967

Current ratio

29.1:1

18.5:1

33.0:1

31.2:1

13.2:1

Equity to total assets

96%

94%

96%

96%

91%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 






























34





Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.


None


Item 9A. Controls and Procedures.


Conclusions of Management Regarding Effectiveness of Disclosure Controls and Procedures.


Under the supervision and with the participation of our Management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as such terms are defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exhange Act ) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that there was a material weakness affecting our internal control over financial reporting and, as a result of this weakness, our disclosure controls and procedures were not effective as of December 31, 2011.


Management’s Report on Internal Control over Financial Reporting.


The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the company. The Company’s internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.


As of December 31, 2011 Management conducted an assessment of the effectiveness of EST’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in “Internal Control — Integrated Framework,” issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2011 and concluded that it is ineffective in assuring that the financial reports of the Company are free from material errors or misstatements. The material weakness is as follows:

 

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


Management’s Remediation Initiatives


This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only Management’s report in this Annual Report.


Management has evaluated and continues to evaluate, avenues for mitigating our internal controls weaknesses, but mitigating controls have been deemed to be impractical and prohibitively costly due to the size of our organization at the current time.  Management does not foresee implementing a cost effective method of mitigating our internal control weaknesses in the near term.   Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.  These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake.  The design of any system of controls is based in part on certain assumptions about



35





the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks.

Changes in internal control over financial reporting.

During the quarter ended December 31, 2011, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.


Item 9B. Other Information.


On February 10, 2012 stock options to purchase shares of the Company's common stock were granted to individual employees and directors with no less than three years continuous tenure.  The options granted on February 10, 2012 totaled 220,000 shares under option and have an exercise price of $0.37 per share.  The options granted on February 10, 2012 may be exercised any time during the period from February 10, 2012 through February 9, 2015.  The Company's Form 8-K dated February 10, 2012, as filed with the Securities and Exchange Commission is included herein by reference.



















36






PART III

Item 10. Directors, Executive Officers and Corporate Governance.


IDENTIFICATION OF DIRECTORS:

 

The following table sets forth the names and ages of all directors of the Company as of December 31, 2011; as well as term in office and principal occupation of each director.


Name of  Director

Term in Office

Age

Principal  Occupation

T.L. Kirchner

06/03/11 – 06/03/14

63

President of the Company

Melvin H. Brown

06/05/09 – 06/05/12

81

Former President of Manufacturing Services, Inc.

Michael S. Brown

06/03/11 – 06/03/14

59

President of Manufacturing Services, Inc.

Robert Southworth

06/05/09 – 06/05/12

68

Patent Attorney, U.S. Dept. of Energy (retired)

Jon Correio

06/05/09 – 06/05/12

44

Vice President of Finance of the Company

John L. Schooley

06/04/10 – 06/04/13

72

Former President of Remtron, Inc.


Management believes that there are no agreements or understanding between the directors and suppliers or contractors of the Company, except the agreement with Manufacturing Services, Inc. as described elsewhere in this report.


Audit Committee


The Audit Committee of the Board of Directors as of December 31, 2011 is comprised of Robert Southworth (Chairman), Melvin Brown, Michael Brown and John Schooley.  Michael Brown and Melvin Brown are considered to be non-independent members of the Audit Committee, however their serving on the Audit Committee was deemed by the Board to be in the best interest of the Company due to Michael Brown and Melvin Brown’s experience and familiarity with the Company. The Board of Directors has determined that none of the audit committee members can be classified as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K.  The Board of Directors does not contain a member that can be classified as an “audit committee financial expert” under the referenced definition. The Board of Directors believes that attracting and retaining board members that could be classified as an “audit committee financial expert” is unlikely due to the high cost of such Director candidates.


The Board of Directors had an Employee/Director Stock Option Committee consisting of Tom Kirchner and Jon Correio.  The committee existed for the sole purpose of recommending the recipients and amounts of the Company awarded stock options during 2011.


Compensation Committee


There is no Compensation Committee of the Board of Directors.


Code of Ethics


On June 2, 2005, the Company's Board of Directors adopted a Code of Ethics for the Company.  


IDENTIFICATION OF EXECUTIVE OFFICERS


The following table sets forth the names and ages of all executive officers of the Company as of December 31, 2011; all positions by such persons; term of office and the period during which he has served as such; and any arrangement or understanding between him and any other person(s) pursuant to which he was elected as an officer:


Name of  Officer

Age

Position

Term of Office

Period of Service

T. L. Kirchner

63

President/CEO

3 Years

02/10/84- Present

Jon Correio

44

Vice President, Finance & Administration/Sec/Treas

3 Years

02/9/01- Present


Melvin H. Brown is the father of Michael S. Brown, both of whom are Directors of the Company.  Outside of this family relationship, there are no family relationships, whether by blood, marriage, or adoption, between any of the Directors or Executive Officers of the Company.



37






The following is a brief description of the business experience during the last five years of each director and/or executive officer of the Company.


T.L. KIRCHNER.  Mr. Kirchner is founder, President and a Director of the Company.  During the last five years Mr. Kirchner devoted 100% of his time to the management of the Company.  His primary duties are to oversee the management and marketing functions of the Company.  Mr. Kirchner does not serve as a director for any other company registered under the Securities Exchange Act.


MELVIN H. BROWN.  Mr. Brown is a Director of the Company.  Mr. Brown is the retired owner and President of Manufacturing Services, Inc.  Manufacturing Services provides electronic design and manufacturing solutions.  Manufacturing Services provides electronic manufacturing and quality control testing services for Electronic Systems Technology.  Mr. Brown does not serve as a director for any other company registered under the Securities Exchange Act.


MICHAEL S. BROWN.  Mr. Brown is a Director of the Company.  He has been with Manufacturing Services, Inc. since 1998 and became President in April 2006. Previously Mr. Brown held management positions with Cadence Design Systems and Wyse Technology. Manufacturing Services provides electronic design and manufacturing solutions.  Manufacturing Services provides electronic manufacturing and quality control testing services for Electronic Systems Technology. Mr. Brown does not serve as a director for any other company registered under the Securities Exchange Act.


ROBERT SOUTHWORTH.  Mr. Southworth is a Director of the Company.  Mr. Southworth is a retired Senior Patent Attorney with the U. S. Department of Energy in Richland, Washington.  His primary duties with the Department of Energy were the preparation and prosecution of domestic and foreign patent applications in such fields as nuclear reactors, fuel reprocessing, waste management and energy related fields of solar, wind, and fossil fuels.  Mr. Southworth does not serve as a director of any other company that is registered under the Securities Exchange Act


JON CORREIO.  Mr. Correio is the Vice President of finance and administration, Secretary/Treasurer and a Director of the Company.  During the last five years Mr. Correio has been a full time employee of the Company, whose primary duties are to oversee the finance and administration functions of the Company.  Mr. Correio does not serve as a director for any other company registered under the Securities Exchange Act.


JOHN L. SCHOOLEY.  Mr. Schooley is a Director of the Company.  Mr. Schooley was the former owner and President of Remtron, Inc. in San Diego, California.  Remtron, Inc. manufactures advanced radio control and telemetry systems for the industrial marketplace.  Mr. Schooley does not serve as director of any other company that is registered under the Securities and Exchange Act.


FAMILY RELATIONSHIPS.   Michael S. Brown is the son of Melvin H. Brown.


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE


During the year ended December 31, 2011, to the knowledge of Management, there was no director, officer, or beneficial owner of more than 10% any class of equity securities of the registrant who failed to file on a timely basis the required disclosure form as required by Section 16(a) of the Securities and Exchange Act of 1934.


INDEMNIFICATION.  The Company’s By-Laws address indemnification of Directors and Officers. Washington Law provides that Washington corporations may include within their Articles of Incorporation provisions eliminating or limiting the personal liability of their directors and officers in shareholder actions brought to obtain damages for alleged breaches of fiduciary duties, as long as the alleged acts or omissions did not involve intentional misconduct, fraud, a knowing violation of law or payment of dividends in violation of the Washington statutes. Washington law also allows Washington corporations to include in their Articles of Incorporation or Bylaws provisions to the effect that expenses of officers and directors incurred in defending a civil or criminal action must be paid by the corporation as they are incurred, subject to an undertaking on behalf of the officer or director that he or she will repay such expenses if it is ultimately determined by a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the corporation because such officer or director did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation. The Company’s Articles of Incorporation provide that a director of officer is not personally liable to the Company or its shareholders for damages for any breach of fiduciary duty as a director or officer, except for liability for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) the payment of distribution in violation of Washington Business Corporation Act.





38






Item 11. Executive Compensation.


The Company’s principal executive officer is T.L. Kirchner, President and CEO.  The Company’s principal financial officer is Jon Correio, Vice President, Finance and Administration.


Information concerning the compensation of the Company’s principal executive officer and principal financial officer, as well as any other compensated employees of the Registrant's whose total compensation exceeded $100,000 during 2011 and 2010 is provided in the following Summary Compensation Table:


SUMMARY COMPENSATION TABLE

 

Name and

Principal

Position





(a)

Year







(b)

Salary
($)






(c)

Bonus

($)(1)






(d)

Stock

Awards

($)





(e)

Option

Awards

($)(2)





(f)

Non-Equity

Incentive Plan

Compensation ($)




(g)

Change in

Pension Value

and Non-

qualified

Deferred

Compensation

Earnings ($)
(h)

All Other

Compen-

sation
($)(3)(4)




(i)

Total

($)






(j)

T.L. Kirchner,

President/CEO

2011

$166,000

-

-

$420

-

-

$22,862

$189,282

2010

$144,000

$6,109

-

$613

-

-

$20,012

$170,734

Jon Correio,

Vice President,

Finance

2011

$75,000

-

-

$420

-

-

$17,361

$92,781

2010

$67,500

$2,864

-

$613

-

-

$16,502

$87,479

(1)

Includes amounts paid under the Non-qualified Employee Profit Sharing Bonus.  Bonus calculated for 2010 results paid during 2011.

(2)

Amount represents the dollar amount recognized for financial statement reporting purposes in accordance with ASC 718. Assumptions made in the valuation of stock option awards are disclosed in Note 7 of the Notes to the Consolidated Financial Statements in this Form 10-K.

(3)

All Other Compensation consists of premiums paid for Group Health Insurance, Key Man Insurance, Accrued Vacation Pay and Company paid 401(k) matching amounts.

(4)

Amounts do not reflect proceeds of $0.01 per share cash distribution received by T.L. Kirchner during 2011 totaling $4,035.  Receipt of cash distribution was based solely on capacity as a shareholder.


The information specified concerning the stock options of the named executive officers during the fiscal year ended December 31, 2011 is provided in the following Option/SAR Grants in the Last Fiscal Year Table:


OPTION/SAR GRANTS IN LAST FISCAL YEAR

Individual Grants (5)

(a)

(b)

(c)

(d)

(e)




Name

Number of Securities

Underlying

Options/SARs

Granted # (5)

% of Total

Options/SARs Granted

to Employees in Fiscal

Year



Exercise or base price

($/Share)




Expiration Date

T.L. Kirchner

25,000

11.9%

0.44

2/10/2014

Jon Correio

25,000

11.9%

0.44

2/10/2014


(5)

This table does not include Stock Options granted previously.  Forms 8-K dated 02/19/09 and 02/22/08 respectively, are incorporated herein by reference.


The information specified concerning the stock options of the named executive officers during the fiscal year ended December 31, 2011 is provided in the following Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Options/SAR Values Table:



39






OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

Option Awards

Stock Awards

Name

Number of

Securities

Underlying

Unexercised

Options (#)

Exercisable

Number of

Securities

Underlying

Unexercised

Options (#)

Unexercisable

Equity

Incentive Plan

Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options (#)

Option

Exercised

Price ($)

Option

Expiration

Date

Number

of Shares

or Units

of Stock

That

Have Not

Vested

(#)

Market

Value of

Shares or

Units of

Stock

That

Have Not

Vested

($)

Equity

Incentive

Plan

Awards:

Number of

Unearned

Shares,

Units or

Other

Rights

That Have

Not Vested

(#)

Equity

Incentive

Plan

Awards:

Market or

Payout

Value of

Unearned

Shares,

Units or

Other

Rights That

Have Not

Vested ($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

T.L. Kirchner,

President/
CEO

25,000

0

0

$0.44

2/10/14

0

0

0

0

25,000

0

0

$0.45

2/18/13

0

0

0

0

25,000

0

0

$0.31

2/19/12

0

0

0

0

Jon Correio,

Vice President,

Finance

25,000

0

0

$0.44

2/10/14

0

0

0

0

25,000

0

0

$0.45

2/18/13

0

0

0

0

25,000

0

0

$0.31

2/19/12

0

0

0

0


The Company does not currently have a Long-Term Incentive Plan (“LTIP”).


Compensation to outside directors is limited to reimbursement of out-of-pocket expenses that are incurred in connection with the directors’ duties associated with the Company's business. Directors with no less than three years continuous tenure are eligible for stock option awards, as governed by the Company stock option plan.  There is currently no other compensation arrangements for the Company’s directors.  (See “Security Ownership of Certain Beneficial Owners and Management” for Stock Options granted in previous years.)  The information specified concerning items of Director Compensation for the fiscal year ended December 31, 2011 is provided in the following Director Compensation Table:


DIRECTOR COMPENSATION

Name
(1)

Fees

Earned

or Paid

in Cash

($)

Stock

Awards

($)

Option

Awards

($)(2)

Non-Equity

Incentive Plan

Compensation

($)

Nonqualified

Deferred

Compensation

($)

All Other

Compensation

($)(3)

Total ($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

Melvin Brown

$0

$0

$420

$0

$0

$0

$420

Michael Brown

$0

$0

$420

$0

$0

$0

$420

John Schooley

$0

$0

$420

$0

$0

$0

$420

Robert Southworth

$0

$0

$420

$0

$0

$551

$971


(1) Compensation information for Tom Kirchner, President and CEO, and Jon Correio, Vice President, Finance & Administration is contained in the Executive Compensation Summary Compensation Table.

(2) Amount represents the dollar amount recognized for financial statement reporting purposes in accordance with ASC 718. Assumptions made in the valuation of stock option awards are disclosed in Note 7 of the Notes to the Consolidated Financial Statements in this Form 10-K.

(3) Amounts represent reimbursement of out-of-pocket expenses related to directors’ duties associated with the Company's business (ie. travel expenses for attending Company Director’s Meetings).


The Company currently does not hold any Employment Contracts or Change of Control Arrangements with any parties.




40





EXERCISE OF OPTIONS.  There were no Stock Options exercised during the year ended December 31, 2011.


Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS


The following table sets forth, as of December 31, 2011, the amount and percentage of the Common Stock of the Company, which according to information supplied by the Company, is beneficially owned by each person who, to the best knowledge of the Company, is the beneficial owner (as defined below) of more than five (5%) of the outstanding common stock.


Title of Class

Name & Address of

Beneficial Owner (1)

Amount & Nature of

Beneficial Ownership

Percent of Class

Common

Paul D. Sonkin

460 Park Avenue, 12th Floor

New York NY 10022

1,090,915

21.1%

Common

EDCO Partners LLP

4605 Denice Drive

Englewood  CO  80111

420,923

8.2%

Common

T.L. Kirchner

415 N. Quay St.

Kennewick  WA  99336

403,488 (2)(3)

7.8%


(1)

Under Rule 13d-3, issued by the Securities and Exchange Commission, a person is, in general, deemed to "Beneficially own" any shares if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares (a) voting power, which includes the power to vote or to direct the voting of those shares and/or (b) investment power, which included the power to dispose, or to direct the disposition of those securities.  The foregoing table gives effect to shares deemed beneficially owned under Rule 13d-3 based on the information supplied to the Company.  To the knowledge of the Company, the persons named in the table have sole voting power and investment power with respect to all shares of Common Stock beneficially owned by them.

(2)

The beneficial owner listed above has stock options giving the right to acquire 75,000 shares of Electronic Systems Technology, Inc. Common Stock: Options for 25,000 shares granted February 19, 2009, February 19, 2010 and February 11, 2011, respectively.  Forms 8-K, dated February 19, 2009, February 19, 2010 and February 11, 2011, respectively, are incorporated herein by reference.

(3)

Does not include options granted.  See footnote (1) above.


SECURITY OWNERSHIP OF MANAGEMENT


The following table sets forth, as of February 28, 2012, amount and percentage of the Common Stock of the Company, which according to information supplied by the Company, is beneficially owned by Management, including officers and directors of the Company.


Title of

 Class

Name of

 Beneficial Owner

Amount & Nature of

 Beneficial Ownership

Percent of

Class

Common

T.L. Kirchner (Officer & Director)

403,488 (1)

7.8%

Common

Robert Southworth (Director)

0 (1)

0.0%

Common

Melvin H. Brown (Director)

76,500 (1)

1.5%

Common

Michael S. Brown (Director)

0 (1)

0.0%

Common

Jon Correio (Officer &Director)

2,000 (1)

0.0%

Common

John Schooley (Director)

135,000 (1)

2.6%

Common

D.B. Strecker (VP of Engineering)

0 (1)

0.0%

 

 

 

 

(1)  Does not include stock options.  See below.




41





On various dates, the Company's Board of Directors has approved Stock Option Bonuses for Directors and Employees.  The following is a summary of the Stock Option bonuses currently outstanding: Options are exercisable at fixed prices.  Options may not be exercised in blocks of less than 5,000 shares.  Options not exercised expire three years after approval date or 90 days following termination of employment/board membership, whichever occurs first.  In the event of acquisition, merger, recapitalization or similar events of the Company, the optionee will receive equivalent shares if one of the foregoing events occurs or will have a 10-day window in which to exercise the options.  Option grants are not transferable or assignable except to the optionee's estate in the event of the optionee's death.


The information below does not include stock options granted in February 2012.


Recipients of Stock Options currently unexpired as of December 31, 2011 were as follows:


Name

Option Shares

Exercise Price

Per Share ($)

APPROVAL DATE: 2-11-2011

Sam Amaral

5,000

0.44

Melvin Brown

25,000

0.44

Michael Brown

25,000

0.44

Alan B. Cook

5,000

0.44

Jon Correio

25,000

0.44

Robert Croft

5,000

0.44

Jessica Danz-Gollinger

5,000

0.44

Tom Kirchner

25,000

0.44

Eric P. Marske

15,000

0.44

Jason Muhlbeier

5,000

0.44

Anthony C. Pfau

5,000

0.44

Gary L. Schmitz

5,000

0.44

John L. Schooley

25,000

0.44

Robert Southworth

25,000

0.44

George Stoltz

5,000

0.44

Dan Tolley

5,000

0.44


Name

Option Shares

Exercise Price

Per Share ($)

APPROVAL DATE: 2-19-2010

Sam Amaral

5,000

0.45

Melvin Brown

25,000

0.45

Alan B. Cook

5,000

0.45

Jon Correio

25,000

0.45

Robert Croft

5,000

0.45

Tom Kirchner

25,000

0.45

Eric P. Marske

15,000

0.45

Anthony C. Pfau

5,000

0.45

Gary L. Schmitz

5,000

0.45

John L. Schooley

25,000

0.45

Robert Southworth

25,000

0.45

George Stoltz

5,000

0.45

David B. Strecker

15,000

0.45

Dan Tolley

5,000

0.45




42






Name

Option Shares

Exercise Price

Per Share ($)

APPROVAL DATE: 2-19-2009

Sam Amaral

5,000

0.31

Melvin Brown

25,000

0.31

Alan B. Cook

5,000

0.31

Jon Correio

25,000

0.31

Robert Croft

5,000

0.31

Tom Kirchner

25,000

0.31

Eric P. Marske

15,000

0.31

Anthony C. Pfau

5,000

0.31

Gary L. Schmitz

5,000

0.31

John L. Schooley

25,000

0.31

Robert Southworth

25,000

0.31

George Stoltz

5,000

0.31

David B. Strecker

15,000

0.31

Dan Tolley

5,000

0.31



Stock options must be exercised within 90 days after termination of employment/board membership.  During 2011, 205,000 options expired, 210,000 shares were granted and no shares under option were exercised.  At December 31, 2011 there were 590,000 shares reserved for future exercise.


Changes in Control.  The Board of Directors is aware of no circumstances which may result in a change of control of the Company.


Certain Business Relationships:


There have been no unusual business relationships during the last fiscal year of the Registrant between the Company and affiliates as described in Item 404 (b) (1-6) of Regulation S-K.


Indebtedness of Management:


No Director or executive officer or nominee for Director, or any member of the immediate family of such has been indebted to the Company during the past year.


Item 13. Certain Relationships and Related Transactions, and Director Independence.


TRANSACTIONS WITH MANAGEMENT AND OTHERS


During 2011, the Company contracted for services from Manufacturing Services, Inc. in the amount of $104,411.  Manufacturing Services, Inc. is owned and operated by Michael S. Brown.  Mr. Brown, and the former owner for Manufacturing Services, Inc, Melvin H. Brown are currently Directors of Electronic Systems Technology, Inc.  Management believes the costs for services provided by Manufacturing Services, Inc., are comparable with other manufacturing service companies in the Company’s geographical region.






43






Item 14. Principal Accountant Fees and Services.


Audit and Non-Audit Fees


The following table presents fees billed to us during December 31, 2011 and 2010, for professional services provided by Moe O'Shaughnessy & Associates P.S.


Year Ended

December 31, 2011

December 31, 2010

Audit fees (1)

$35,703

$41,604

Audit-related fees (2)

-

-

Tax fees (3)

1,650

1,650

All other fees (4)

-

-

Total Fees

$37,353

$43,254


(1) Audit fees consist of fees billed for professional services provided in connection with the audit of the Company’s financial statements and reviews of our quarterly financial statements.


(2) Audit-related fees consist of assurance and related services that include, but are not limited to, internal control reviews, attest services not required by statute or regulation and consultation concerning financial accounting and reporting standards.


(3) Tax fees consist of the aggregate fees billed for professional services for tax compliance, tax advice, and tax planning.  These services include preparation of federal income tax returns.


(4) All other fees consist of fees billed for products and services other than the services reported above.


Our Audit Committee reviewed the audit and tax services rendered by Moe O'Shaughnessy & Associates P.S. and concluded that such services were compatible with maintaining the auditors’ independence.  All audit, non-audit, tax services, and other services performed by our independent accountants are pre-approved by our Audit Committee to assure that such services do not impair the auditors’ independence from us.  We do not use Moe O’Shaughnessy & Associates P.S. for financial information system design and implementation.  These services, which include designing or implementing a system that aggregates source data underlying the financial statements or generates information that is significant to our financial statements, are provided internally.  We do not engage Moe O’Shaughnessy & Associates P.S. to provide compliance outsourcing services.

















44






PART IV


Item 15. Exhibits and Financial Statement Schedules.


Exhibits filed as part of the Company’s 10K report for 2011 are listed below.  Certain exhibits have been previously filed with the Securities and Exchange Commission and are incorporated by reference.


EXHIBIT  NUMBER


DESCRIPTION

4

Instrument defining the rights of security holders including indentures.

Exhibit II Form S-18 Registration Statement No. 2-92949-S is incorporated herein by reference.

Form 8A Registration Statement, 000-27793, dated October 25, 1999, is incorporated herein by reference.

31.1

Section 302 Certification, CEO

31.2

Section 302 Certification, CFO

32.1

Section 906 Certification, CEO

32.2

Section 906 Certification, CFO

101.INS(1)

XBRL Instance Document

101.SCH(1)

XBRL Taxonomy Extension Schema Document

101.CAL(1)

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF(1)

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB(1)

XBRL Taxonomy Extension Label Linkbase Document

101.PRE(1)

XBRL Taxonomy Extension Presentation Linkbase Document


(1)

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.












45







SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.


ELECTRONIC SYSTEMS TECHNOLOGY, INC.


By:   /s/ T. L. KIRCHNER                                             

         T.L. Kirchner, Director/President

        (Principal Executive Officer)

Date:  March 21, 2012


By:  /s/ JON CORREIO                                                 

        Jon Correio, Secretary/Treasurer, Director

         and Vice President, Finance

        (Principal Executive Officer)

Date:  March 21, 2012



In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


Signature

Title

Date

/s/ T.L. KIRCHNER

Director/President

March 21, 2012

T.L. Kirchner

 

 

 

 

 

/s/ JON CORREIO

Director/Secretary/Treasurer

March 21, 2012

Jon Correio

 

 

 

 

 

/s/ MELVIN BROWN

Director

March 21, 2012

Melvin H. Brown

 

 

 

 

 

/s/ MICHAEL BROWN

Director

March 21, 2012

Michael S. Brown

 

 

 

 

 

/s/ ROBERT SOUTHWORTH

Director

March 21, 2012

Robert Southworth

 

 

 

 

 

/s/ JOHN SCHOOLEY

Director

March 21, 2012

John L. Schooley

 

 















46