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Item 8. Financial Statements and Supplementary Data

2023-09-21 compared with 2022-09-22 · 678 added, 385 removed, 246 unchanged (81% of the section changed)

Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm (PCAOB ID 317 )

Report of Independent Registered Public Accounting

Firm (PCAOB ID 317 )

Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Stockholders and Board of Directors of

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Opinion on the Financial Statements

We have audited the accompanying balance sheets of Espey Mfg.

We have audited the accompanying

balance sheets of Espey Mfg.

& Electronics Corp.

(the Company) as of June 30, 2022 and 2021, the related statements of comprehensive income (loss), changes in stockholders’

equity and cash flows for the years then ended, and the related notes to the financial statements (collectively, the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

(the Company) as of June 30, 2023 and 2022, the related statements of comprehensive

income, changes in stockholders’ equity and cash flows for the years then ended, and the related notes to the financial statements

(collectively, the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial

position of the Company as of June 30, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in

conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

These financial statements

are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S.

federal securities laws and the

applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in

accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance

about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to

have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required

to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness

of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audits included performing

procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management,

as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of Inventory Costs Related to Contracts in Process and Work in Process

As discussed in Notes 2 and 5 to the financial statements, inventory relating to contracts in process and work in process is valued at cost, including factory overhead incurred to date.

Contract costs include material, subcontract costs, labor, and an allocation of overhead costs.

The costs attributed to units delivered under contracts are based on the estimated average cost of all units expected to be produced.

The critical audit matters communicated below are

matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the

audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially

challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the

financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions

on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of Inventory Costs Related to Contracts

in Process and Work in Process

As discussed in Notes 2 and 5 to the financial statements,

inventory relating to contracts in process and work in process is valued at cost, including factory overhead incurred to date.

costs include material, subcontract costs, labor, and an allocation of overhead costs.

The costs attributed to units delivered under contracts

are based on the estimated average cost of all units expected to be produced.

Certain contracts are expected to extend beyond twelve months.

The estimation of total cost at completion of a contract is subject to variables involving contract costs and estimates as to the length of time to complete the contract.

Given the significance of the estimation processes and judgments described above, it is possible that materially different amounts of expected sales and contract costs could be recorded if different assumptions were used, based on changes in circumstances, in the estimation process.

When a change in expected sales value or estimated cost is determined, changes are reflected in current period earnings.

Due to the magnitude of the inventory, and the subjectivity involved in estimating the total cost at completion we identified the evaluation of the estimate to complete as a critical audit matter, which required a high degree of auditor judgment.

Addressing the matter involved performing subjective procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.

The primary procedures performed included the following:

We obtained an understanding of the process and assumptions used by management to develop estimates to complete including labor, overhead and materials.  

We tested total cost at completion of a contract by using process employed by management, including:  

Testing the completeness and accuracy of the source information used;

Testing the mathematical accuracy of management’s calculations;

Reviewing expected gross margin on contracts;

Evaluating the reasonableness and consistency of methodology and assumptions applied by management;

Performing a retrospective review of the prior-year estimates used to identify potential bias of management judgements.

The estimation of total cost at completion of a contract

is subject to variables involving contract costs and estimates as to the length of time to complete the contract.

Given the significance

of the estimation processes and judgments described above, it is possible that materially different amounts of expected sales and contract

costs could be recorded if different assumptions were used, based on changes in circumstances, in the estimation process.

When a change

in expected sales value or estimated cost is determined, changes are reflected in current period earnings .

Due to the magnitude of the inventory, and the subjectivity involved in estimating the total cost at completion we identified the evaluation

of the estimate to complete as a critical audit matter, which required a high degree of auditor judgment.

Addressing the matter involved performing subjective

procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.

The primary procedures

performed included the following:

● We obtained an understanding of the process and

assumptions used by management to develop estimates to complete including labor, overhead and materials.

● We tested total cost at completion of a contract

by using process employed by management, including:

o Testing the completeness and accuracy of the source information used;

o Testing the mathematical accuracy of management’s calculations;

o Reviewing expected gross margin on contracts;

o Evaluating the reasonableness and consistency of methodology and assumptions applied by management;

o Performing a retrospective review of the prior-year estimates used to identify potential bias of management

/s/ Freed Maxick CPAs, P.C.

We have served as the Company's auditor since 2014.

Buffalo, New York

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Balance Sheets

June 30, 2022 and 2021

30, 2023 and 2022

Cash and cash equivalents

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Property, plant and equipment, net

LIABILITIES AND STOCKHOLDERS'

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable

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Total liabilities

   Commitments and Contingencies (See Note 14)

Common stock, par value $ .33 -1/3 per share

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Unearned ESOP shares

( 4,273,378 )

( 4,687,604 )

Cost of 427,241 shares of common stock in treasury as of June 30, 2023 and 2022

Total stockholders'

Total liabilities and stockholders'

( 6,038,691 )

Total stockholders' equity

Total liabilities and stockholders' equity

The accompanying notes are an integral part of the financial statements.

& Electronics Corp.

Statements of Comprehensive Income (Loss)

Years Ended June 30, 2022 and 2021

Statements of Comprehensive Income

Ended June 30, 2023 and 2022

Cost of sales

Selling, general and administrative expenses

Operating income (loss)

Operating income

Interest income

   Total other income

Income (loss) before provision (benefit) for income taxes

Provision (benefit) for income taxes

Net income (loss)

Total other income

Income before provision for income taxes

Provision for income taxes

Other comprehensive income (loss), net of tax:

Unrealized gain on investment securities

Total comprehensive income (loss)

Net income (loss) per share:

Unrealized (loss) gain on investment securities

Total comprehensive income

Net income per share:

Weighted average number of shares outstanding:

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& Electronics Corp.

Statements of Changes in Stockholders'

Statements of Changes in Stockholders' Equity

Years Ended June 30, 2023 and 2022

Comprehensive

Stockholders’

(Loss) Income

Balance as of June 30, 2021

Comprehensive loss:

Other comprehensive income,

   net of tax of $ 198

Total comprehensive loss

$ ( 6,038,691 )

$ ( 5,110,770 )

Comprehensive income:

Other comprehensive income, net of tax of $ 90

Total comprehensive income

Stock-based compensation

Dividends paid on common

   stock $ 0.50 per share

Sale of stock to ESOP

Reduction of unearned ESOP

Reduction of unearned ESOP shares

Balance as of June 30, 2022

$ ( 6,038,691 )

$ ( 4,687,604 )

The accompanying notes are an integral part of the financial statements.

& Electronics Corp.

Statements of Changes in Stockholders'

Statements of Changes in Stockholders' Equity

Years Ended June 30, 2023 and 2022

Comprehensive

Stockholders’

(Loss) Income

Stockholders’

Balance as of June 30, 2022

$ ( 6,038,691 )

$ ( 4,687,604 )

Comprehensive income:

Other comprehensive income,

   net of tax of $ 90

Other comprehensive loss, net of tax of $ 104

Total comprehensive income

Stock-based compensation

Reduction of unearned ESOP

Dividends paid on common stock $ 0.20 per share

Reduction of unearned ESOP shares

Balance as of June 30, 2023

$ ( 6,038,691 )

$ ( 4,273,378 )

The accompanying notes are an integral part of the financial statements.

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Cash Flows from Operating Activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash

provided by operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Stock-based compensation

ESOP compensation expense

Gain on disposal of assets

Loss on inventory reduction due to contract cancellation

Deferred income tax expense (benefit)

Deferred income tax (benefit) expense

Gain on disposal of property, plant and equipment

Changes in assets and liabilities:

(Increase) decrease in trade accounts receivables

Decrease (increase) in income tax receivable

Decrease (increase) in inventories

Increase in trade accounts receivables

(Increase) decrease in income tax receivable

(Increase) decrease in inventories

( 1,329,132 )

Increase in prepaid expenses and other current assets

( 3,289,703 )

Decrease in accounts payable

Increase in accrued salaries and wages

Decrease in vacation accrual

Increase (decrease) in other accrued expenses

(Decrease) increase in payroll and other taxes withheld

Increase (decrease) in vacation accrual

(Decrease) increase in other accrued expenses

Increase (decrease) in payroll and other taxes withheld

Increase in contract liabilities

Increase (decrease) in income taxes payable

(Decrease) increase in income taxes payable

Net cash provided by operating activities

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Additions to property, plant and equipment

Proceeds from sale of fixed assets

Proceeds from sale of property, plant and equipment

Purchase of investment securities

( 15,902,014 )

( 4,237,778 )

Proceeds from sale/maturity of investment securities

Net cash (used in) provided by investing activities

Net cash used in investing activities

( 8,765,907 )

Cash Flows from Financing Activities:

Dividends paid on common stock

Net cash used in financing activities

Increase in cash and cash equivalents

(Decrease) increase in cash and short term investments

( 5,355,305 )

Cash and cash equivalents, beginning of the year

4 unchanged sentences

& Electronics Corp.

Notes to Financial Statements

Nature of Operations

to Financial Statements

of Operations

& Electronics Corp.

(the Company) is a manufacturer of electronic equipment used primarily in military and industrial applications.

The principal markets for the Company's products are companies that provide electronic support to both military and industrial applications across the United States and at some international locations.

(the Company)

is a manufacturer of electronic equipment used primarily in military and industrial applications.

The principal markets for the Company's

products are companies that provide electronic support to both military and industrial applications across the United States and at some

international locations.

Summary of Significant Accounting Policies

The majority of our net sales is generated from contracts with industrial manufacturers and defense companies, the Department of Defense, other agencies of the government of the United States and foreign governments for the design, development and/or manufacture of products.

The majority of our sales are generated from military

contracts from defense companies, the Department of Defense, other agencies of the government of the United States and foreign governments,

for the design and development and/or manufacture of products.

Sales are also generated from industrial manufacturers for similar services.

We provide our products and design and development services under fixed-price contracts.

Under fixed-price contracts we agree to perform the specified work for a pre-determined price.

To the extent our actual costs vary from the estimates upon which the price was negotiated, we will generate more or less profit or could incur a loss.

We account for a contract with a customer after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collection of substantially all of the amount to which the entity will be entitled in exchange for the good or services that will be transferred to the customer is probable.

We assess each contract at its inception to determine whether it should be combined with other contracts.

When making this determination, we consider factors such as whether two or more contracts were negotiated and executed at or near the same time, or were negotiated with an overall profit objective.

We evaluate the products or services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations.

Significant judgment is required in determining performance obligations.

We determine the transaction price for each contract based on the consideration we expect to receive for the products or services being provided under the contract.

The transaction price for each performance obligation is based on the estimated standalone selling price of the product or service underlying each performance obligation.

Transaction prices on our contracts subject to the Federal Acquisition Regulations (FAR) are typically based on estimated costs plus a reasonable profit margin.

We recognize revenue using the output method based on the appraisal of results achieved and milestones reached or units delivered based on contractual shipment terms, typically shipping point.

Raw materials are valued at the lower of cost (average cost) or net realizable value.

Balances for slow-moving and obsolete inventory are reviewed on a regular basis by analyzing estimated demand, inventory on hand, sales levels, market conditions, and other information and reduce inventory balances based on this analysis.

Inventory relating to contracts in process and work in process is valued at cost, including factory overhead incurred to date.

Contract costs include material, subcontract costs, labor, and an allocation of overhead costs.

Work in process represents spare units and parts and other inventory items acquired or produced to service units previously sold or to meet anticipated future orders.

Provision for losses on contracts is made when the existence of such losses becomes probable and estimable.

The provision for losses on contracts is included in other accrued expenses on the Company’s balance sheet.

The costs attributed to units delivered under contracts are based on the estimated average cost of all units expected to be produced.

Under fixed-price contracts we agree to perform

the specified work for a pre-determined price.

To the extent our actual costs vary from the estimates upon which the price was negotiated,

we will generate more or less profit or could incur a loss.

We account for a contract with a customer after it

has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract

has commercial substance, and collection of substantially all of the amount to which the entity will be entitled in exchange for the goods

or services that will be transferred to the customer is probable.

We assess each contract at its inception to determine whether it should

be combined with other contracts.

When making this determination, we consider factors such as whether two or more contracts were negotiated

and executed at or near the same time, or were negotiated with an overall profit objective.

We evaluate the products or services promised in each

contract at inception to determine whether the contract should be accounted for as having one or more performance obligations.

judgment is required in determining performance obligations.

We determine the transaction price for each contract based on the consideration

we expect to receive for the products or services being provided under the contract.

The transaction price for each performance obligation

is based on the estimated standalone selling price of the product or service underlying each performance obligation.

Transaction prices

on our contracts subject to the Federal Acquisition Regulations (FAR) are typically based on estimated costs plus a reasonable profit

We recognize revenue using the output method based

on the appraisal of results achieved and milestones reached or units delivered based on contractual shipment terms, typically shipping

Raw materials are valued at the lower of cost (average

cost) or net realizable value.

Balances for slow-moving and obsolete inventory are reviewed on a regular basis by analyzing estimated

demand, inventory on hand, sales levels, market conditions, and other information and reduce inventory balances based on this analysis.

Inventory relating to contracts in process and

work in process is valued at cost, including factory overhead incurred to date.

Contract costs include material, subcontract costs, labor,

and an allocation of overhead costs.

Work in process represents spare units and parts and other inventory items acquired or produced to

service units previously sold or to meet anticipated future orders.

Provision for losses on contracts is made when the existence of such

losses becomes probable and estimable.

The provision for losses on contracts is included in other accrued expenses on the Company’s

balance sheet.

The costs attributed to units delivered under contracts are based on the estimated average cost of all units expected

to be produced.

Certain contracts are expected to extend beyond twelve months.

The estimation of total cost at completion of a contract is subject to numerous variables involving contract costs and estimates as to the length of time to complete the contract.

The estimation of total cost at completion of a contract

is subject to numerous variables involving contract costs and estimates as to the length of time to complete the contract.

the significance of the estimation processes and judgments described above, it is possible that materially different amounts of expected

sales and contract costs could be recorded if different assumptions were used, based on changes in circumstances, in the estimation process.

When a change in expected sales value or estimated cost is determined, the change is reflected in current period earnings.

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Contract Liabilities

Contract liabilities include advance payments and billings in excess of revenue recognized.

Depreciation of plant and equipment is computed on a straight-line basis over the estimated useful lives of the assets.

Estimated useful lives of depreciable assets are as follows:

Contract liabilities include advance payments and

billings in excess of revenue recognized.

Depreciation of plant and equipment is computed

on a straight-line basis over the estimated useful lives of the assets.

Estimated useful lives of depreciable assets

are as follows:

Buildings and improvements

10 – 50 years

Machinery and equipment

Furniture and fixtures

The Company follows the provisions of Accounting Standards Codification (“ASC”) Topic 740-10, "Accounting for Income Taxes."

Under the provisions of ASC 740-10, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred taxes and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date.

The Company follows the provisions of Accounting

Standards Codification (“ASC”) Topic 740-10, "Accounting for Income Taxes."

Under the provisions of ASC 740-10, deferred

tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement

carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured

using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered

The effect on deferred taxes and liabilities of a change in tax rates is recognized in earnings in the period that includes

the enactment date.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and money market funds.

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Cash and cash equivalents consist of cash

and money market funds.

The Company considers all highly liquid investments with original maturities

of three months or less to be cash equivalents.

Investment Securities

The Company accounts for its investments in debt securities in accordance with ASC 320-10-25, “Accounting for Certain Investments in Debt and Equity Securities.”

Investments in debt securities at June 30, 2022 consists of certificates of deposit and municipal bonds, and at June 30, 2021, consisted of certificates of deposit.

The Company accounts for its investments in

debt securities in accordance with ASC 320-10-25, “Accounting for Certain Investments in Debt and Equity Securities.”

Investments in debt securities at June 30, 2023 consists of municipal bonds, and treasury bills, and at June 30, 2022, consisted of municipal

The Company classifies investments in debt securities as available-for-sale.

Unrealized holding gains and losses, net of related tax effect, on available-for-sale debt securities are excluded from earnings and are reported as a separate component of stockholders’

Unrealized holding gains and losses, net of

related tax effect, on available-for-sale debt securities are excluded from earnings and are reported as a separate component of stockholders’

equity until realized.

Realized gains and losses for debt securities classified as available-for-sale are included in earnings and are determined using the specific identification method.

Realized gains and losses for debt securities classified as available-for-sale are included in earnings and

are determined using the specific identification method.

Interest income is recognized when earned.

Fair values are based on quoted market prices available as of the balance sheet date, and are therefore considered a Level 1 valuation.

Fair values are based

on quoted market prices available as of the balance sheet date, and are therefore considered a Level 1 valuation.

Certificates of deposit held for investment

with an original maturity greater than three months are carried at amortized cost and reported as short-term investments on the balance

The type of certificates of deposit that the Company invests in are not considered debt securities under Financial Accounting

Standards Board ("FASB") Accounting Standards Codification (“ASC”) 320, Investments - Debt Securities.

Fair Value of Financial Instruments

ASC 820 establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Accounting Standards Codification (“ASC”)

820 establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable

inputs when measuring fair value.

The standard describes three levels of inputs that may be used to measure fair value:

Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities;

quoted prices in markets that are not active;

or other inputs that are observable or can be corroborated by observable market data.

& Electronics Corp.

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Summary of Significant Accounting Policies, Continued

Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The carrying amounts of financial instruments, including cash and cash equivalents, short term investments, accounts receivable, accounts payable, accrued expenses and contract liabilities, approximated fair value as of June 30, 2022 and 2021 because of the immediate or short-term maturity of these financial instruments.

Accounts Receivable and Allowance for Doubtful Accounts

The Company extends credit to its customers in the normal course of business and collateral is generally not required for trade receivables.

Exposure to credit risk is controlled through the use of credit approvals, credit limits, and monitoring procedures.

Accounts receivable are reported net of an allowance for doubtful accounts.

Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as

of the measurement date.

Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities;

prices in markets that are not active;

or other inputs that are observable or can be corroborated by observable market data.

Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market

participants would use in pricing an asset or liability.

The carrying amounts of financial instruments,

including cash and cash equivalents, short term investment securities, accounts receivable, accounts payable and accrued expenses, approximated

fair value as of June 30, 2023 and 2022 because of the immediate or short-term maturity of these financial instruments.

Accounts Receivable and Allowance for Doubtful

The Company extends credit to its customers

in the normal course of business and collateral is generally not required for trade receivables.

Exposure to credit risk is controlled

through the use of credit approvals, credit limits, and monitoring procedures.

Accounts receivable are reported net of an allowance

for doubtful accounts.

The Company estimates the allowance based on its analysis of specific balances.

Interest is not charged on past due balances.

Interest is not charged on

past due balances.

Based on these factors, there was an allowance for doubtful accounts of $ 3,000 at June 30, 2023 and 2022.

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Per Share Amounts

ASC 260-10 “Earnings Per Share (EPS)”

requires the Company to calculate net income (loss) per share based on basic and diluted net income (loss) per share, as defined.

Basic EPS excludes dilution and is computed by dividing net income (loss) by the weighted average number of shares outstanding for the period.

Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.

The dilutive effect of outstanding options issued by the Company are reflected in diluted EPS using the treasury stock method.

Under the treasury stock method, options will only have a dilutive effect when the average market price of common stock during the period exceeds the exercise price of the options.

ASC 260-10 “Earnings Per Share

(EPS)” requires the Company to calculate net income per share based on basic and diluted net income per share, as defined.

Basic EPS excludes dilution and is computed by dividing net income by the weighted average number of shares outstanding for the

Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock

were exercised or converted into common stock.

The dilutive effect of outstanding options issued by the Company are reflected

in diluted EPS using the treasury stock method.

Under the treasury stock method, options will only have a dilutive effect when

the average market price of common stock during the period exceeds the exercise price of the options.

Comprehensive Income

Comprehensive income consists of net income and other

comprehensive income (loss).

Comprehensive income (loss) consists of net income (loss) and other comprehensive income.

Other comprehensive income for fiscal years ended June 30, 2022 and 2021 consists of unrealized holding gains on available-for-sale debt securities.

Other comprehensive income for fiscal years ended June 30, 2023 and 2022 consists of unrealized holding

gains (losses) on available-for-sale debt securities.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The preparation of financial statements in conformity

with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that

affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

Recently Issued Accounting Standards

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes.”

ASU 2019-12 amends ASC 740 to simplify the accounting for income taxes by removing certain exceptions for investments, intraperiod allocations and interim calculations, and adding guidance to reduce complexity in the accounting standard under the FASB’s simplification initiative.

ASU 2019-12 is effective for public entities for fiscal years beginning after December 15, 2020.

Upon adoption, the amendments in ASU 2019-12 should be applied on a prospective basis to all periods presented.

The Company adopted the new guidance under ASU 2019-12 in the first quarter of fiscal year 2022 and removed the exception for intraperiod allocations from its interim period tax provision calculation, accordingly.

The removal of the exception for intraperiod allocations did not have a material impact on the Company.

& Electronics Corp.

1 unchanged sentence

Summary of Significant Accounting Policies, Continued

Recently Adopted Accounting Standards

In December 2019, the FASB issued ASU 2019-12, “Income

Taxes (Topic 740):

Simplifying the Accounting for Income Taxes.” ASU 2019-12 amends ASC 740 to simplify the accounting for income

taxes by removing certain exceptions for investments, intraperiod allocations and interim calculations, and adding guidance to reduce

complexity in the accounting standard under the FASB’s simplification initiative.

ASU 2019-12 is effective for public entities for

fiscal years beginning after December 15, 2020.

Upon adoption, the amendments in ASU 2019-12 should be applied on a prospective basis

to all periods presented.

The Company adopted the new guidance under ASU 2019-12 in the first quarter of fiscal year 2022 and removed

the exception for intraperiod allocations from its interim period tax provision calculation, accordingly.

The removal of the exception

for intraperiod allocations did not have a material impact on the Company.

Recent Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments”, which requires a financial asset measured at amortized cost basis to be presented at the net amount expected to be collected, with further clarifications made more recently.

For trade receivables, loans and other financial instruments, the Company will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable.

Credit losses relating to available-for-sale debt securities are required to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities.

ASU 2016-13 is effective for public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

Upon adoption, the amendments in ASU 2016-13 should be applied on a prospective basis to all periods presented relating to available-for-sale debt securities.

For all other financial instruments the Company upon adoption will apply the amendments on a modified-retrospective approach.

The Company is expected to adopt the new guidance under ASU 2016-13 in the first quarter of fiscal year 2024 and is currently evaluating the impact of the adoption on its financial statements.

In June 2016, the FASB issued ASU 2016-13, “Financial

Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments”, which

requires a financial asset measured at amortized cost basis to be presented at the net amount expected to be collected, with further clarifications

made more recently.

For trade receivables, loans and other financial instruments, the Company will be required to use a forward-looking

expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable.

losses relating to available-for-sale debt securities are required to be recorded through an allowance for credit losses rather than as

a reduction in the amortized cost basis of the securities.

ASU 2016-13 is effective for public entities for fiscal years beginning

after December 15, 2022, including interim periods within those fiscal years.

Upon adoption, the amendments in ASU 2016-13 should be applied

on a prospective basis to all periods presented relating to available-for-sale debt securities.

For all other financial instruments the

Company upon adoption will apply the amendments on a modified-retrospective approach.

The Company is expected to adopt the new guidance

under ASU 2016-13 in the first quarter of fiscal year 2024 and is currently evaluating the impact of the adoption on its financial statements.

The adoption of this standard is not expected to have a material impact on the Company’s financial statements.

Impairment of Long-Lived Assets

Long-lived assets, including property, plant, and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset.

If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Long-lived assets, including property, plant, and

equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not

be recoverable.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated

undiscounted future cash flows expected to be generated by the asset.

If the carrying amount of an asset exceeds its estimated future

cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

There were no impairments of long-lived assets in fiscal years 2023 and 2022.

Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and no longer depreciated.

The assets and liabilities of a disposed group classified as held for sale are presented separately in the appropriate asset and liability sections of the balance sheet, if applicable.

Assets to be disposed of are separately presented

in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and no longer depreciated.

The assets and liabilities of a disposed group classified as held for sale are presented separately in the appropriate asset and liability

sections of the balance sheet, if applicable.

Concentrations of Risk

The market for our defense electronics products is largely dependent on the availability of new contracts from the United States and foreign governments to prime contractors to which we provide components.

Any decline in expenditures by the United States or foreign governments may have an adverse effect on our financial performance.

The market for our defense electronics products

is largely dependent on the availability of new contracts from the United States and foreign governments to prime contractors to which

we provide components.

Any decline in expenditures by the United States or foreign governments may have an adverse effect on our

financial performance.

Generally, U.S.

Government contracts are subject to procurement laws and regulations.

Some of the Company’s contracts are governed by the Federal Acquisition Regulation (FAR), which lays out uniform policies and procedures for acquiring goods and services by the U.S.

Government, and agency-specific acquisition regulations that implement or supplement the FAR.

For example, the Department of Defense implements the FAR through the Defense Federal Acquisition Regulation (DFAR).

The FAR also contains guidelines and regulations for managing a contract after award, including conditions under which contracts may be terminated, in whole or in part, at the government’s convenience or for default.

If a contract is terminated for the convenience of the government, a contractor is entitled to receive payments for its allowable costs and, in general, the proportionate share of fees or earnings for the work done.

If a contract is terminated for default, the government generally pays for only the work it has accepted.

These regulations also subject the Company to financial audits and other reviews by the government of its costs, performance, accounting and general business practices relating to its contracts, which may result in adjustment of the Company’s contract-related costs and fees.

The Company follows ASC 606 “Revenue from Contracts with Customers”

to determine the recognition of revenue.

This standard requires entities to assess the products or services promised in contracts with customers at contract inception to determine the appropriate unit at which to record revenues.

Revenue is recognized when control of the promised products or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those products or services.

Government contracts are subject

to procurement laws and regulations.

Some of the Company’s contracts are governed by the Federal Acquisition Regulation (FAR),

which lays out uniform policies and procedures for acquiring goods and services by the U.S.

Government, and agency-specific acquisition

regulations that implement or supplement the FAR.

For example, the Department of Defense implements the FAR through the Defense

Federal Acquisition Regulation (DFAR).

The FAR also contains guidelines and regulations

for managing a contract after award, including conditions under which contracts may be terminated, in whole or in part, at the government’s

convenience or for default.

If a contract is terminated for the convenience of the government, a contractor is entitled to receive

payments for its allowable costs and, in general, the proportionate share of fees or earnings for the work done.

If a contract is

terminated for default, the government generally pays for only the work it has accepted.

These regulations also subject the Company

to financial audits and other reviews by the government of its costs, performance, accounting and general business practices relating

to its contracts, which may result in adjustment of the Company’s contract-related costs and fees.

& Electronics Corp.

Notes to Financial Statements

Revenue, Continued

Significant judgment is required in determining the satisfaction of performance obligations.

Revenues from our performance obligations are satisfied over time using the output method which considers the appraisal of results achieved and milestones reached or units delivered based on contractual shipment terms, typically shipping point.

The Company follows ASC 606 “Revenue from

Contracts with Customers” to determine the recognition of revenue.

This standard requires entities to assess the products or

services promised in contracts with customers at contract inception to determine the appropriate unit at which to record

Revenue is recognized when control of the promised products or services is transferred to customers at an amount

that reflects the consideration to which the entity expects to be entitled to in exchange for those products or services.

Significant judgment is required in determining the

satisfaction of performance obligations.

Revenues from our performance obligations are satisfied over time using the output method

which considers the appraisal of results achieved and milestones reached or units delivered based on contractual shipment terms, typically

shipping point.

Revenue is recognized when, or as, the customer takes control of the product or services.

The output method best depicts the transfer of control to the customer as the output method represents work completed.

Control is typically transferred to the customer at the shipping point as the Company has a present right to payment, the customer has legal title to the asset, the customer has the significant risks and rewards of ownership of the asset, and in most instances the customer has accepted the asset.

Total revenue recognized for the twelve months ended June 30, 2022 based on units delivered totaled $ 26,931,949 compared to $ 22,973,507 for the same periods in fiscal year 2021.

Total revenue recognized for the twelve months ended June 30, 2022 based on milestones achieved totaled $ 5,172,825 compared to $ 4,761,091 for the same periods in fiscal year 2021.

The output method

best depicts the transfer of control to the customer as the output method represents work completed.

Control is typically transferred

to the customer at the shipping point as the Company has a present right to payment, the customer has legal title to the asset, the customer

has the significant risks and rewards of ownership of the asset, and in most instances the customer has accepted the asset.

Total revenue recognized for the twelve months ended

June 30, 2023 based on units delivered totaled $ 27,770,365 compared to $ 26,931,949 for the same periods in fiscal year 2022.

revenue recognized for the twelve months ended June 30, 2023 based on milestones achieved totaled $ 7,821,958 compared to $ 5,172,825 for

the same periods in fiscal year 2022.

The Company offers a standard one-year product warranty.

Product warranties offered by the Company are classified as assurance-type warranties, which means, the warranty only guarantees that the good or service functions as promised.

Product warranties offered by the Company are classified as assurance-type warranties, which means, the warranty only guarantees that

the good or service functions as promised.

Based on this, the provided warranty is not considered to be a distinct performance obligation.

The impact of variable consideration has been considered but none identified which would result in the adjustment of the transaction price as of June 30, 2022.

The impact of variable consideration has been considered but none identified which would result in the adjustment of the transaction price

as of June 30, 2023.

Our payment terms are generally 30-60 days.

Contract liabilities were $ 3,384,474 and $ 3,077,605 as of June 30, 2022 and 2021, respectively.

The increase in contract liabilities is primarily due to the advance collection of cash on specific contracts, offset in part, by revenue recognized.

Revenue recognized, that was in contract liabilities in the beginning of the fiscal year, approximated $ 1,160,000 for the twelve months ended June 30, 2022.

The Company used the practical expedient to expense incremental costs incurred to obtain a contract when the contract term is less than one year.

The Company’s backlog at June 30, 2022 totaling $ 76.8 million is expected, based on expected due dates, to be recognized in the following fiscal years:

Contract liabilities were $ 8,081,838 and $ 3,384,474

as of June 30, 2023 and 2022, respectively.

The increase in contract liabilities is primarily due to the advance collection of cash

on specific contracts, offset in part, by revenue recognized.

Revenue recognized, that was in contract liabilities in the beginning of

the fiscal year, approximated $ 2,018,642 for the twelve months ended June 30, 2023.

The Company used the practical expedient to expense

incremental costs incurred to obtain a contract when the contract term is less than one year.

The Company’s backlog at June 30, 2023 totaling

approximately $ 83.6 million is expected, based on expected due dates, to be recognized in the following fiscal years:

47 % in 2024;

43 % in 2024, and 11 % in 2025.

in 2025, 11 % in 2026 and 4 % thereafter.

Investment Securities

Investment securities at June 30, 2022 consist of certificates of deposit and municipal bonds, and at June 30, 2021, consist of certificates of deposit, which are classified as available-for-sale debt securities and have been determined to be level 1 assets.

The cost, gross unrealized gains, gross unrealized losses and fair value of available-for-sale debt securities by major security type at June 30, 2022 and June 30, 2021 are as follows:

Certificates of deposit

Municipal bonds

2022 Total investment securities

Investment securities at June 30, 2023 consist of

certificates of deposit, municipal bonds and U.S.

treasury bills and at June 30, 2022, consisted of certificates of deposit and municipal

The Company classifies investment securities as available-for-sale which have been determined to be level 1 assets.

gross unrealized gains, gross unrealized losses and fair value debt securities by major security type at June 30, 2023 and June 30,

2022 are as follows:

June 30, 2023

Certificates of deposit

Municipal bonds

Treasury Bills

Total investment securities

2 unchanged sentences

Investment Securities, Continued

The portfolio is diversified and highly liquid and primarily consists of investment grade fixed income instruments.

At June 30, 2022, the Company did not have any investments in individual securities that have been in a continuous loss position considered to be other than temporary.

As of June 30, 2022 and 2021, the remaining contractual maturities of available-for-sale debt securities were as follows:

June 30, 2022

Certificates of deposit

Municipal bonds

Total investment securities

The portfolio is diversified and highly liquid

and primarily consists of investment grade fixed income instruments.

At June 30, 2023, the Company did not have any investments in individual

securities that have been in a continuous loss position considered to be other than temporary.

As of June 30, 2023 and June 30, 2022, the remaining

contractual maturities of available-for-sale debt securities were as follows:

Years to Maturity

June 30, 2023

Available-for-sale

June 30, 2022

Available-for-sale

Contracts in Process

Contracts in process at June 30, 2022 and 2021 are as follows:

Contracts in process

at June 30, 2023 and 2022 are as follows:

Unrecognized gross contract value

Costs related to contracts in process

Included in costs relating to contracts in process at June 30, 2022 and 2021 are costs relative to contracts that may not be completed within the ensuing year as contracts vary in size, scope and duration.

Under the units-of-delivery method, the related sale and cost of sales will not be reflected in the statements of comprehensive income until the units under contract are shipped.

Included in costs relating to contracts in

process at June 30, 2023 and 2022 are costs relative to contracts that may not be completed within the ensuing year as contracts vary

in size, scope and duration.

Under the units-of-delivery method, the related sale and cost of sales will not be reflected in the statements

of comprehensive income until the units under contract are shipped.

Property, Plant and Equipment

Property, plant and equipment at June 30, 2022 and 2021 is as follows:

Property, plant and equipment at June 30, 2023

and 2022 is as follows:

Building and improvements

2 unchanged sentences

Accumulated depreciation

( 13,597,969 )

( 13,149,254 )

Property, plant and equipment, net

Depreciation expense was $ 494,635 and $ 519,813 for the years ended June 30, 2022 and 2021, respectively.

& Electronics Corp.

Notes to Financial Statements

Property, Plant and Equipment, Continued

Depreciation expense was $ 484,920 and $ 494,635

for the years ended June 30, 2023 and 2022, respectively.

The Company was awarded $ 7.4 million in

funding during the second quarter of fiscal year 2023 in support of facility and capital equipment upgrades for testing and

qualification for the United States Navy.

The funding is part of the Navy’s investment to improve and sustain the Surface

Combatant Industrial Base.

The work will be conducted on Espey’s property in Saratoga Springs, NY, with completion slated for

The Company expects to be paid within 30 days after the submission of three milestone invoices, but will not be paid for

expenses incurred in excess of the specified milestone payment limits.

The Company expects to have an initial cash outlay to satisfy

income tax obligations arising from the value of the award.

Included in building and improvements at June 30, 2023 and 2022 was

$ 308,001 and $ 58,296 respectively, for facility and capital upgrades under the funding award.

As of September 19, 2023, the first milestone totaling approximately $ 969,000 was achieved and reimbursed.

The Company expects to record

the receipt of milestones payments received as a reduction from the cost of the assets.

Pension Expense

Under terms of a negotiated union contract which expired on June 30, 2022, the Company was obligated to make contributions to a union-sponsored International Brotherhood of Electrical Workers Local 1799 defined benefit pension plan (Plan identifying number is 14-6065199) covering eligible employees.

Such contributions and expenses are based upon hours worked at a specified rate and amounted to $ 110,378 in fiscal year 2022 and $ 112,997 in fiscal year 2021.

Under terms of a negotiated union contract

which expires on June 30, 2025, the Company is obligated to make contributions to a union-sponsored International Brotherhood of

Electrical Workers Local 1799 defined benefit pension plan (Plan identifying number is 14-6065199) covering eligible employees.

contributions and expenses are based upon hours worked at a specified rate and amounted to $ 102,612 in fiscal year 2023 and $ 110,378

in fiscal year 2022.

These contributions represent more than five percent of the total contributions made into the Plan.

For the years beginning January 1, 2022 and 2021, the Plan was in the “green zone”

which means it is neither endangered nor critical status.

A Funding Improvement Plan, entered into by Plan Trustees in fiscal year 2013, when the Plan was in “critical status,”

called for an increase in contributions starting January 1, 2016 of $ 0.04 per hour for each year for five years thereafter.

The increases did not and will not have a material impact on the Company’s financial statements.

The union contract was renewed for an additional three-year term effective July 1, 2022 which resulted in no changes to the factors used in calculating obligated contributions.

In addition, a Memorandum of Understanding (MOU) between the Company and Union which was effective July 1, 2021, the Company agreed and became obligated to make contributions to the National Electrical Benefit Fund (NEBF) (Plan identifying number is 53-0181657).

years beginning January 1, 2023 and 2022, the Plan was in the “green zone” which means it is neither endangered nor

critical status.

In addition, the Company is obligated to make contributions to the National Electrical Benefit Fund (NEBF) (Plan

identifying number is 53-0181657).

The Plan is a defined pension benefit plan covering eligible union employees.

Such contributions and expenses amounted to $ 73,771 in fiscal year 2022.

The contribution did not and will not in the future have a material impact on the Company’s financial statements.

The Company sponsors a 401(k) plan for non-union workers with employee and employer matching contributions.

The employer match is 10 % of the employee contribution and was $ 53,836 and $ 49,218 , for fiscal years 2022 and 2021, respectively.

Provision (Benefit) for Income Taxes

A summary of the components of the provision (benefit) for income taxes for the years ended June 30, 2022 and 2021 is as follows:

Current tax expense (benefit) - federal

Current tax expense (benefit) - state

Deferred tax expense (benefit)

Provision (benefit) for income taxes

Deferred income taxes reflect the impact of "temporary differences"

between the amount of assets and liabilities for financial reporting purposes and such amounts measured by tax laws and regulations.

These "temporary differences"

are determined in accordance with ASC 740-10.

contributions and expenses amounted to $ 72,350 in fiscal year 2023 and $ 73,771 in

fiscal year 2022.

The contribution did not and will not in the future have a material impact on the Company’s financial

The Company sponsors a 401(k) plan for non-union

workers with employee and employer matching contributions.

The employer match is 10 % of the employee contribution and was $ 53,768 and

$ 53,836 , for fiscal years 2023 and 2022, respectively.

Provision for Income Taxes

A summary of the components of the provision for income

taxes for the years ended June 30, 2023 and 2022 is as follows:

Current tax expense - federal

Current tax expense - state

Deferred tax (benefit) expense

Provision for income taxes

Deferred income taxes reflect the impact of

"temporary differences" between the amount of assets and liabilities for financial reporting purposes and such amounts measured

by tax laws and regulations.

These "temporary differences" are determined in accordance with ASC 740-10.

& Electronics Corp.

Notes to Financial Statements

Provision for Income Taxes, Continued

The combined U.S.

federal and state effective income tax rates of 20.6 % and 50.7 %, for 2022 and 2021 respectively, differed from the statutory U.S.

federal income tax rate for the following reasons:

federal and state effective

income tax rates of 21.9% and 20.6%, for 2023 and 2022 respectively, differed from the statutory U.S.

federal income tax rate for the

following reasons:

federal statutory income tax rate

4 unchanged sentences

Stock-based compensation

Foreign Derived Intangible Income Deduction

Rate Differential on Net Operating Loss Carryback

Effective tax rate

& Electronics Corp.

Notes to Financial Statements

Provision (Benefit) for Income Taxes, Continued

For the years ended June 30, 2022 and 2021 deferred income tax expense (benefit) of $ 9,271 and ($ 64,396 ), respectively, results from the changes in temporary differences for each year.

The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities as of June 30, 2022 and 2021 are presented as follows:

For the years ended June 30, 2023 and 2022

deferred income tax (benefit) expense of ($40,002) and $9,271, respectively, results from the changes in temporary differences for

The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities as of June

30, 2023 and 2022 are presented as follows:

Deferred tax assets:

1 unchanged sentence

Stock-based compensation

Inventory - effect of uniform capitalization

Total deferred tax assets

2 unchanged sentences

Inventory - effect of uniform capitalization

 Prepaid expenses

Total deferred tax liability

Net deferred tax liability

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.

Based upon the level of historical taxable income and projection for future taxable income over the period in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will realize the benefits of these temporary differences without consideration of a valuation allowance.

As the result of the implementation of the FASB interpretation No.

48 (“FIN 48”), Accounting for Uncertainty in Income Taxes –

An Interpretation of FASB Statement No.

$ ( 137,827 )

$ ( 177,828 )

In assessing the realization of deferred tax

assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which

those temporary differences become deductible.

Management considers the scheduled reversal of deferred tax liabilities, projected future

taxable income, and tax planning strategies in making this assessment.

Based upon the level of historical taxable income and projection

for future taxable income over the period in which the deferred tax assets are deductible, management believes it is more likely than

not that the Company will realize the benefits of these temporary differences without consideration of a valuation allowance.

As the result of the implementation of the FASB

interpretation No.

48 (“FIN 48”), Accounting for Uncertainty in Income Taxes – An Interpretation of FASB Statement No.

109, the Company recognized no material adjustments to unrecognized tax benefits.

As of June 30, 2022 and 2021, the Company has no unrecognized tax benefits.

The Company recognizes interest and penalties in general and administrative expense.

As of June 30, 2022 and 2021, the Company has not recorded any provision for accrued interest and penalties.

The Company is subject to taxation in the United States and various state jurisdictions.

The federal tax returns are subject to audit for three years from date of filing unless the return was audited within that period.

In general the majority of state statutes follow similar guidelines.

As such, the Company’s tax returns for tax years ending June 30, 2022, 2021, and 2020 remain open to examination by the respective taxing authorities.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in response to the economic uncertainty resulting from the COVID19 pandemic.

The CARES Act includes many measures to assist companies, including temporary changes to income and non-income based laws, some of which were enacted as part of the Tax Cuts and Jobs Act of 2017 (“TCJA”).

Some of the key changes include eliminating the 80 % of taxable income limitation by allowing corporate entities to fully utilize NOLs to offset taxable income in 2018, 2019 and 2020, allowing NOLs originating in 2018, 2019 and 2020 to be carried back five years, enhanced interest deductibility, and retroactively clarifying the immediate recovery of qualified improvement property costs rather than over a 39-year recovery period.

During the year ended June 30, 2021, the Company recorded an approximate $ 120,000 benefit relating to the NOL carryback provisions provided for in the CARES Act.

The actual benefit received totaled $ 125,635 .

The Company will continue to monitor additional guidance issued and assess the impact that various provisions will have on its business.

Significant Customers

A significant portion of the Company’s business is the production of military and industrial electronic equipment for use by the U.S.

and foreign governments and certain industrial customers.

Sales to four domestic customers accounted for 57 % of total sales in 2022.

Sales to four domestic customers accounted for 59 % of total sales in 2021.

The related accounts receivable balance, as a percentage of the Company’s total trade accounts receivable balance, was 74 % represented by four customers at June 30, 2022 and 76 % represented by four customers at June 30, 2021.

Export sales in fiscal years 2022 and 2021 were approximately $ 1,644,000 and $ 2,019,000 , respectively.

Employee Stock Ownership Plan

The Company ESOP covers all nonunion employees who work 1,000 or more hours per year and are employed on June 30.

Prior to December 1, 2020, the ESOP owned 469,119 shares, all of which were allocated to employees.

On December 1, 2020, pursuant to a Stock Purchase Agreement dated as of such date, the Company, by selling 300,000 shares of its common stock, par value $ 0.33 1/3 per share, to the Espey Mfg.

As of June 30, 2023 and 2022, the Company has no unrecognized

tax benefits.

& Electronics Corp.

Employee Stock Ownership Plan Trust, provided more shares to be allocated to employees for services rendered over the next 15 years.

The ESOP paid $ 18.29 per share, for an aggregate purchase price of $ 5,487,000 .

The determination of the purchase price was based on a fairness opinion obtained by an independent valuation firm.

The ESOP borrowed from the Corporation an amount equal to the purchase price.

The loan will be repaid in fifteen ( 15 ) equal annual installments of principal.

The Board of Directors has fixed the interest rate and the unpaid balance will bear interest at a fixed rate of 3.00 % per annum.

The Board of Directors of the Company had approved a purchase price per share equal to the lesser of the trading value on the day of closing or the lowest price listed in the valuation established by the independent valuation firm plus $ 0.25 .

The valuation identified a range of $ 18.04 - $ 19.43 per share.

In making the sale, the Company relied on the exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, because the shares sold were offered only to the ESOP.

After giving effect to the transaction, the ESOP owned 769,119 shares of the Company's 2,702,633 outstanding shares of common stock as of December 1, 2020.

The Company makes annual contributions to the ESOP equal to the ESOP's debt service less dividends on unallocated shares received by the ESOP.

Any dividends on unallocated shares received by the ESOP are used to pay debt service.

Any dividends on allocated ESOP shares are recorded as a reduction of retained earnings.

As the debt is repaid, shares are released and allocated to active employees, based on the proportion of debt service paid in the year.

Notes to Financial Statements

Provision for Income Taxes, Continued

The Company recognizes interest and penalties

in general and administrative expense.

As of June 30, 2023 and 2022, the Company has not recorded any provision for accrued interest and

The Company is subject to taxation in the United

States and various state jurisdictions.

The federal tax returns are subject to audit for three years from date of filing unless the return

was audited within that period.

In general the majority of state statutes follow similar guidelines.

As such, the Company’s tax

returns for tax years ending June 30, 2023, 2022, and 2021 remain open to examination by the respective taxing authorities.

A significant portion of the

Company's business is the production of military and industrial electronic equipment for use by the U.S.

and foreign governments and

certain industrial customers.

Sales to five domestic customers accounted for 81 % of total sales in 2023.

Sales to four domestic

customers accounted for 57 % of total sales in 2022.

The related accounts receivable balance, as a percentage of the Company's total

trade accounts receivable balance, was 81 % represented by five customers at June 30, 2023 and 74 % represented by four customers at

June 30, 2022.

Export sales in fiscal years

2023 and 2022 were approximately $ 549,510 and $ 1,644,000 , respectively.

Stock Ownership Plan

The Company sponsors a leveraged employee

stock ownership plan (the "ESOP") that covers all nonunion employees who work 1,000 or more hours per year and are employed

The Company makes annual contributions to the ESOP equal to the ESOP's debt service less dividends on unallocated shares

received by the ESOP.

All dividends on unallocated shares received by the ESOP are used to pay debt service.

Dividends on allocated ESOP

shares are recorded as a reduction of retained earnings.

As the debt is repaid, shares are released and allocated to active employees,

based on the proportion of debt service paid in the year.

The Company accounts for its ESOP in accordance with FASB ASC 718-40.

Accordingly, the shares purchased by the ESOP are reported as Unearned ESOP shares in the balance sheets and the statements of changes in stockholders’

As shares are released or committed-to-be-released, the Company reports compensation expense equal to the current average market price of the shares, and the shares become outstanding for earnings-per-share (EPS) computations.

ESOP compensation expense was $ 325,067 and $ 353,897 for the years ended June 30, 2022 and 2021, respectively.

The ESOP shares as of June 30, 2022 and 2021 were as follows:

the shares purchased by the ESOP are reported as Unearned ESOP Shares in the statement of financial position.

As shares are released

or committed-to-be-released, the Company reports compensation expense equal to the current average market price of the shares, and the

shares become outstanding for earnings-per-share (EPS) computations.

The ESOP borrowed from the Corporation an amount equal to the purchase

The loan will be repaid in fifteen (15) equal annual installments of principal commencing June 2021.

Directors has fixed the interest rate and the unpaid balance will bear interest at a fixed rate of 3.00 % per annum.

ESOP compensation

expense was $ 365,646 and $ 325,067 for the years ended June 30, 2023 and 2022, respectively.

The ESOP shares as of June 30, 2023

and 2022 were as follows:

Allocated shares

2 unchanged sentences

Fair value of unreleased shares

The Company may at times be required to repurchase

shares at the ESOP participants’ request at the fair market value.

During the twelve months ended June 30, 2023 and 2022, the Company

did not repurchase shares previously held by the ESOP.

& Electronics Corp.

1 unchanged sentence

Employee Stock Ownership Plan, Continued

The Company may at times be required to repurchase shares at the ESOP participants’

request at the fair market value.

During the twelve months ended June 30, 2022 and 2021, the Company did not repurchase shares previously held by the ESOP.

The ESOP allows for eligible participants to take whole share distributions from the plan on specific dates in accordance with the provision of the plan.

Share distributions from the ESOP during the twelve months ended June 30, 2022 and 2021 totaled 14,265 shares and 2,470 shares, respectively.

The ESOP allows for eligible participants to

take whole share distributions from the plan on specific dates in accordance with the provision of the plan.

Share distributions from

the ESOP during the twelve months ended June 30, 2023 and 2022 totaled 33,780 shares and 14,265 shares, respectively.

Stock-based Compensation

The Company follows ASC 718 in establishing standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services, as well as transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

ASC 718 requires that the cost resulting from all share-based payment transactions be recognized in the financial statements based on the fair value of the share-based payment.

ASC 718 establishes fair value as the measurement objective in accounting for share-based payment transactions with employees, except for equity instruments held by employee share ownership plans.

Included as a reduction to the cost recognized for share-based payments is an estimate for option forfeitures.

It is the Company’s policy to estimate expected option forfeitures based on historical experience.

Actual forfeitures are adjusted prior to the vesting date if the impact is material.

Total stock-based compensation expense recognized in the statements of comprehensive income (loss) for the fiscal years ended June 30, 2022 and 2021, was $ 176,696 and $ 133,663 , respectively, before income taxes.

The amount of this stock-based compensation expense related to non-qualified stock options (“NQSO”) for the fiscal years ended June 30, 2022 and 2021, was $ 29,287 and $ 32,863 , respectively.

The deferred tax benefit related to the NQSO’s as of June 30, 2022 and 2021 was approximately $ 6,150 and $ 6,901 , respectively.

The remaining stock option expense in each year related to incentive stock options (“ISO”) which are not deductible by the corporation when exercised, assuming a qualifying disposition and as such no deferred tax benefit was established related to these amounts.

As of June 30, 2022, there was approximately $ 130,093 of unrecognized compensation cost related to stock option awards that is expected to be recognized as expense over the next 2 years, of which $ 103,355 relates to ISO’s and $ 26,738 relates to NQSO’s.

The total deferred tax benefit related the NQSO’s in future years will be $ 5,615 .

The Company has one employee stock option plan under which options or stock awards may be granted, the 2017 Stock Option and Restricted Stock Plan (the "2017 Plan"), approved by the Company's shareholders at the Company's Annual Meeting on December 1, 2017.

The Board of Directors may grant options to acquire shares of common stock to employees and non-employee directors of the Company at the fair market value of the common stock on the date of grant.

The maximum aggregate number of shares of common stock subject to options or awards to non-employee directors is 133,000 and the maximum aggregate number of shares of common stock subject to options or awards granted to non-employee directors during any single fiscal year is the lesser of 13,300 and 33 1/3 % of the total number of shares subject to options or awards granted in such fiscal year.

The maximum number of shares subject to options or awards granted to any individual employee may not exceed 15,000 in a fiscal year.

Generally, options granted have a two-year vesting period based on two years of continuous service and have a ten-year contractual life.

Option grants provide for accelerated vesting if there is a change in control.

The Company follows ASC 718 in establishing

standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services, as well as transactions

in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity

instruments or that may be settled by the issuance of those equity instruments.

ASC 718 requires that the cost resulting from all share-based

payment transactions be recognized in the financial statements based on the fair value of the share-based payment.

ASC 718 establishes

fair value as the measurement objective in accounting for share-based payment transactions with employees, except for equity instruments

held by employee share ownership plans.

Included as a reduction to the cost recognized for share-based payments is an estimate for option

It is the Company’s policy to estimate expected option forfeitures based on historical experience.

Actual forfeitures

are adjusted prior to the vesting date if the impact is material.

Total stock-based compensation expense recognized

in the statements of comprehensive income for the fiscal years ended June 30, 2023 and 2022, was $ 227,132 and $ 176,696 , respectively,

before income taxes.

The amount of this stock-based compensation expense related to non-qualified stock options (“NQSO”) for

the fiscal years ended June 30, 2023 and 2022, was $ 21,432 and $ 29,287 , respectively.

The deferred tax benefit related to the NQSO’s

as of June 30, 2023 and 2022 was approximately $ 4,501 and $ 6,150 , respectively.

The remaining stock option expense, in each year, related

to incentive stock options (“ISO”) which are not deductible by the corporation when exercised, assuming a qualifying disposition

and as such no deferred tax benefit was established related to these amounts.

As of June 30, 2023, there was approximately $ 155,154

of unrecognized compensation cost related to stock option awards that is expected to be recognized as expense over the next 2 years, of

which $ 128,766 relates to ISO’s and $ 26,388 relates to NQSO’s.

The total deferred tax benefit related the NQSO’s in

future years will be $ 5,541 .

The Company has one employee

stock option plan under which options or stock awards may be granted, the 2017 Stock Option and Restricted Stock Plan (the

"2017 Plan"), approved by the Company's shareholders at the Company's Annual Meeting on December 1, 2017.

Directors may grant options to acquire shares of common stock to employees and non-employee directors of the Company at the fair

market value of the common stock on the date of grant.

The maximum aggregate number of shares of common stock subject to options or

awards to non-employee directors is 133,000 and the maximum aggregate number of shares of common stock subject to options or awards

granted to non-employee directors during any single fiscal year is the lesser of 13,300 and 33 1/3% of the total number of shares

subject to options or awards granted in such fiscal year.

The maximum number of shares subject to options or awards granted to any

individual employee may not exceed 15,000 in a fiscal year.

Generally, options granted have a two-year vesting period based on two

years of continuous service and have a ten-year contractual life.

Option grants provide for accelerated vesting if there is a change

Shares issued upon the exercise of options are from those held in Treasury.

Options covering 400,000 shares are authorized for issuance under the 2017 Plan.

As of June 30, 2022, options covering 307,904 shares have been granted, of which 195,523 are outstanding, and 112,381 shares have been cancelled.

As of June 30, 20022, option covering 204,477 shares remain available for grant, after factoring the cancelled shares, which are eligible to be re-granted.

While no further grants of options may be made under the Company’s 2007 Stock Option and Restricted Stock Plan, as of June 30, 2022, 50,750 options were outstanding under such plan of which all are vested and exercisable.

ASC 718 requires the use of a valuation model to calculate the fair value of stock-based awards.

The Company has elected to use the Black-Scholes option valuation model, which incorporates various assumptions including those for volatility, expected life, and interest rates.

Options covering 400,000 shares are

authorized for issuance under the 2017 Plan.

As of June 30, 2023, options covering 382,104 shares have been granted, of which

245,831 are outstanding, and 136,273 shares have been cancelled.

As of June 30, 2023, option covering 154,169 shares remain

available for grant, after factoring the cancelled shares, which are eligible to be re-granted.

While no further grants of options

may be made under the Company’s 2007 Stock Option and Restricted Stock Plan, as of June 30, 2023, 50,500 options were

outstanding under such plan of which all are vested and exercisable.

ASC 718 requires the use of a valuation model

to calculate the fair value of stock-based awards.

The Company has elected to use the Black-Scholes option valuation model, which incorporates

various assumptions including those for volatility, expected life, and interest rates.

& Electronics Corp.

1 unchanged sentence

Stock-based Compensation, Continued

The table below outlines the weighted average assumptions that the Company used to calculate the fair value of each option award for the year ended June 30, 2022 and 2021.

The table below outlines the weighted average assumptions

that the Company used to calculate the fair value of each option award for the year ended June 30, 2023 and 2022.

Dividend yield

3 unchanged sentences

Weighted average fair value per share of options granted during the period

Effective March 9, 2021, the Company suspended the payment of regular quarterly dividends.

The Company paid no cash dividends for the fiscal year ended June 30, 2022 and paid regular cash dividends on common stock of $ 0.50 per share for the fiscal year ended June 30, 2021.

Expected stock price volatility is based on the historical volatility of the Company’s stock.

Effective March 13, 2023, the Company reinstated

payment of a quarterly dividend.

The Company paid regular cash dividends on common stock of $ 0.20 per share for the fiscal year

ended June 30, 2023 and paid no cash dividends for the fiscal year ended June 30, 2022.

Expected stock price volatility is based on

the historical volatility of the Company’s stock.

The risk-free interest rate is based on the implied yield available on U.S.

Treasury issues with an equivalent term approximating the expected life of the options.

The expected option term (in years) represents the estimated period of time until exercise and is based on actual historical experience.

The following table summarizes stock option activity during the twelve months ended June 30, 2022:

The expected option term (in years)

represents the estimated period of time until exercise and is based on actual historical experience.

The following table summarizes stock option

activity during the twelve months ended June 30, 2023:

Employee Stock Options Plan

4 unchanged sentences

Exercisable at June 30, 2023

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between the closing sale price of the Company’s common stock as reported on the NYSE American on June 30, 2022 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders if all option holders had exercised their options on June 30, 2022.

This amount changes based on the fair market value of the Company’s common stock.

The total intrinsic values of the options exercised during the twelve months ended June 30, 2022 and 2021 was $ 0 .

The following table summarizes changes in non-vested stock options during the twelve months ended June 30, 2022:

The aggregate intrinsic value in the table

above represents the total pretax intrinsic value (the difference between the closing sale price of the Company’s common stock

as reported on the NYSE American on June 30, 2023 and the exercise price, multiplied by the number of in-the-money options) that would

have been received by the option holders if all option holders had exercised their options on June 30, 2023.

This amount changes based

on the fair market value of the Company’s common stock.

The total intrinsic values of the options exercised during the twelve months

ended June 30, 2023 and 2022 was $ 0 .

& Electronics Corp.

Notes to Financial Statements

Stock-based Compensation, Continued

The following table summarizes changes in non-vested stock options

during the twelve months ended June 30, 2023:

Non-Vested at July 1, 2022

1 unchanged sentence

Non-Vested at June 30, 2023

& Electronics Corp.

Notes to Financial Statements

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, short-term investments and accounts receivable.

Financial instruments that potentially subject the

Company to concentrations of credit risk consist principally of cash and cash equivalents, short-term investments and accounts receivable.

The Company maintains cash and cash equivalents with various financial institutions.

At times such investments may be in excess of FDIC insurance limits.

As disclosed in Note 9, a significant portion of the Company's business is the production of military and industrial electronic equipment for use by the U.S.

At times such investments may be in excess of FDIC

insurance limits.

As disclosed in Note 9, a significant portion of the Company's business is the production of military and industrial

electronic equipment for use by the U.S.

and foreign governments and certain industrial customers.

The related accounts receivable balance, as a percentage of the Company's total trade accounts receivable balance, was 74 % represented by four customers at June 30, 2022 and 76.3 % represented by four customers at June 30, 2021.

Although the Company's exposure to credit risk associated with nonpayment of these concentrated balances is affected by the conditions or occurrences within the U.S.

and foreign governments, the Company believes that its trade accounts receivable credit risk exposure is limited.

The Company performs ongoing credit evaluations of its customer's financial conditions and requires collateral, such as progress payments, in certain circumstances.

The Company establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

The related accounts receivable balance,

as a percentage of the Company's total trade accounts receivable balance, was 81 % represented by five customers at June 30, 2023 and 74 %

represented by four customers at June 30, 2022.

Although the Company's exposure to credit risk

associated with nonpayment of these concentrated balances is affected by the conditions or occurrences within the U.S.

and foreign governments,

the Company believes that its trade accounts receivable credit risk exposure is limited.

The Company performs ongoing credit evaluations

of its customer's financial conditions and requires collateral, such as progress payments, in certain circumstances.

The Company establishes

an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

Related Parties

The administration of the shares of common stock held by the ESOP Trust is subject to the Amended and Restated Plan and a Trust Agreement, each effective as of July 1, 2016.

The Trustees’

rights with respect to the disposition of shares are governed by the terms of the Plan and the Trust Agreement.

As to shares that have been allocated to the accounts of participants in the ESOP Trust, the Plan provides that the Trustees are required to vote such shares in accordance with instructions received from the participants.

As to unallocated shares and allocated shares for which voting instructions have not been received from participants, the Plan provides that the Trustees are required to vote such shares in accordance with the direction of the Board of Directors of the Company under the terms of the Plan and Trust Agreement.

See Note 10 for additional information regarding the ESOP.

The administration of the

shares of common stock held by the ESOP Trust is subject to the Espey Mfg.

& Electronics Corp.

Notes to Financial Statements

Commitments and Contingencies

The Company at certain times enters into standby letters of credit agreements with financial institutions primarily relating to the guarantee of future performance on certain contracts.

Contingent liabilities on outstanding standby letters of credit agreements aggregated to zero at June 30, 2022 and 2021.

Employee Retirement Plan and

Trust (ESOP) and a Trust Agreement, each effective as of July 1, 2016.

The Trustees’ rights with respect to the disposition of

shares are governed by the terms of the Plan and the Trust Agreement.

As to shares that have been allocated to the accounts of

participants in the ESOP Trust, the Plan provides that the Trustees are required to vote such shares in accordance with instructions

received from the participants.

As to unallocated shares and allocated shares for which voting instructions have not been received

from participants, the Plan provides that the Trustees are required to vote such shares in accordance with the direction of the

Board of Directors of the Company under the terms of the Plan and Trust Agreement, which is

currently in the same proportion as the instructions received on the allocated shares.

See Note 10 for additional information

regarding the ESOP.

and Contingencies

The Company at certain times

enters into standby letters of credit agreements with financial institutions primarily relating to the guarantee of future

performance on certain contracts.

Contingent liabilities on outstanding standby letters of credit agreements aggregated to zero at

June 30, 2023 and 2022.

The Company, as a U.S.

1 unchanged sentence

Government related to its negotiation and performance of government contracts and its accounting for such contracts.

Failure to comply with applicable U.S.

Government standards by a contractor may result in suspension from eligibility for award of any new government contract and a guilty plea or conviction may result in debarment from eligibility for awards.

comply with applicable U.S.

Government standards by a contractor may result in suspension from eligibility for award of any new

government contract and a guilty plea or conviction may result in debarment from eligibility

The government may, in certain cases, also terminate existing contracts, recover damages, and impose other sanctions and penalties.

As a result of contract audits the Company will determine a range of possible outcomes and in accordance with ASC 450 “Contingencies”

the Company will accrue amounts within a range that appears to be its best estimate of a possible outcome.

Adjustments are made to accruals, if any, periodically based on current information.

We are party to various litigation matters and claims arising from time to time in the ordinary course of business.

While the results of such matters cannot be predicted with certainty, we believe that the final outcome of such matters will not have a material adverse effect on our business, financial condition, results of operations or cash flows.

Adjustments are made to accruals,

if any, periodically based on current information.

& Electronics Corp.

Notes to Financial Statements

Commitments and Contingencies, Continued

We are party to various litigation matters and claims

arising from time to time in the ordinary course of business.

While the results of such matters cannot be predicted with certainty,

we believe that the final outcome of such matters will not have a material adverse effect on our business, financial condition, results

of operations or cash flows.

Currently, there are no matters pending.

Stockholders'

Stockholders' Equity

Reservation of Shares

The Company has reserved common shares for future issuance as follows as of June 30, 2022:

The Company has reserved common shares for future

issuance as follows as of June 30, 2023:

Stock options outstanding

1 unchanged sentence

Number of common shares reserved

The following table sets forth the reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for continuing operations for the years ended June 30:

Net income (loss)

The following table sets forth the reconciliation

of the numerators and denominators of the basic and diluted earnings per share computations for continuing operations for the years ended

Common shares outstanding, beginning of period

4 unchanged sentences

Weighted average ESOP shares earned during the period

Denominator for basic earnings per common shares –Weighted average common shares

Denominator for basic earnings per common shares – Weighted average common shares

Common shares outstanding, beginning of period

5 unchanged sentences

Weighted average dilutive effect of stock options

Denominator for diluted earnings per common shares –Weighted average common shares

Denominator for diluted earnings per common shares – Weighted average common shares

& Electronics Corp.

Notes to Financial Statements

Stockholders’

Equity, Continued

Not included in this computation of earnings per share for the year ended June 30, 2022 and 2021 were options to purchase 246,273 and 304,662 shares, respectively, of the Company’s common stock.

These options were excluded because their inclusion would have been anti-dilutive due to the average strike price exceeding the average market price of those shares.

Effective March 9, 2021, the Company suspended the payment of quarterly dividends.

The Company paid no cash dividends for the fiscal year ended June 30, 2022 and paid cash dividends on common stock of $ 0.50 per share for the fiscal year ended June 30, 2021.

Our Board of Directors assesses the Company’s dividend policy periodically.

Stockholders' Equity, Continued

Not included in this computation of earnings

per share for the year ended June 30, 2023 and 2022 were options to purchase 130,656 and 246,273 shares, respectively, of the Company’s

common stock.

These options were excluded because their inclusion would have been anti-dilutive due to the average strike price exceeding

the average market price of those shares.

Effective March 13, 2023, the

Company reinstated payment of a quarterly dividend.

The Company paid regular cash dividends on common stock of $ 0.20 per share for the

fiscal year ended June 30, 2023 and paid no cash dividends for the fiscal year ended June 30, 2022.

Our Board of Directors assesses the

Company’s dividend policy periodically.

There is no assurance that the Board of Directors will maintain the amount of the regular

cash dividend during any future years.

Line of Credit

At June 30, 2022, the Company has an uncommitted and unused Line of Credit with a financial institution.

At June 30, 2023, the Company has an uncommitted

and unused Line of Credit with a financial institution.

The agreement provides that the Company may borrow up to $ 3,000,000 .

The line provides for interest payments equal to the BSBY Daily Floating Rate plus 2 percentage points.

Any borrowing under the line of credit will be collateralized by accounts receivable.

The line will be reviewed annually for renewal.

All outstanding balances are payable no later than the expiration date of the agreement, unless other terms are agreed to by the lender.

provides for interest payments equal to the BSBY Daily Floating Rate plus 2 percentage points.

Any borrowing under the line of credit

will be collateralized by accounts receivable.

All outstanding balances are payable no later than the expiration date of the agreement,

unless other terms are agreed to by the lender.

The existing line of credit expires February 28, 2024.

The Company did not borrow any

funds during the last two fiscal years.

Quarterly Financial Information (Unaudited)

Net income per share -

Gross profit (loss)

Net income (loss)

Net income (loss) per share -

Net income per share -

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data