-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AtvX6P14ywIchoSFqwkcjyzrsKCJ/WAal8VU6Ab08ianW1x8YhP7iz3U/vvv2fjJ wgcnbzRTZLzmH09LnqwvHQ== 0001035704-00-000968.txt : 20001218 0001035704-00-000968.hdr.sgml : 20001218 ACCESSION NUMBER: 0001035704-00-000968 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20001031 FILED AS OF DATE: 20001215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENGINEERING MEASUREMENTS CO CENTRAL INDEX KEY: 0000205303 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 840572936 STATE OF INCORPORATION: CO FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-09880 FILM NUMBER: 790465 BUSINESS ADDRESS: STREET 1: 600 DIAGONAL HWY CITY: LONGMONT STATE: CO ZIP: 80501 BUSINESS PHONE: 3036510550 MAIL ADDRESS: STREET 1: 600 DIAGONAL HWY CITY: LONGMONT STATE: CO ZIP: 80501 10QSB 1 d82694e10qsb.txt FORM 10QSB FOR THE PERIOD ENDED 10/31/2000 1 FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: October 31, 2000 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . -------- ------ Commission File No.: 0-9880 ------ E N G I N E E R I N G M E A S U R E M E N T S C O M P A N Y --------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Colorado 84-0572936 ------------------------------- --------------------------- (State or other jurisdiction of (I.R.S. Identification No.) incorporation or organization) 600 Diagonal Highway, Longmont, Colorado 80501 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (303)651-0550 ------------- Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No . --- --- The number of shares outstanding of Registrant's $.01 par value common stock, as of December 8, 2000, was 4,237,842. Transitional Small Business Disclosure Format. Yes No X . --- --- 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) ENGINEERING MEASUREMENTS COMPANY BALANCE SHEETS ASSETS
October 31, 2000 April 30, 2000 ---------------- -------------- Current assets: Cash and cash equivalents $ 465,585 $ 609,050 Accounts receivable, net of allowance for doubtful accounts and allowance for sales returns of $78,927 at April 30, 2000 and $98,728 at October 31, 2000 1,767,581 1,219,365 Short-term investments 563,468 615,793 Inventories 1,632,887 1,516,251 Prepaid expenses 99,171 89,439 Income taxes receivable 54,209 75,000 Deferred income taxes 596,058 382,551 ----------- ----------- Total current assets 5,178,959 4,507,449 ----------- ----------- Property and equipment, at cost: Land 568,940 568,940 Building & improvements 1,716,090 1,689,824 Vehicles 22,196 22,196 Machinery and equipment 4,422,269 4,268,002 Office furniture and fixtures 1,255,516 1,223,750 ----------- ----------- 7,985,011 7,772,712 Less accumulated depreciation (5,063,123) (4,811,402) ----------- ----------- Net property and equipment 2,921,888 2,961,310 ----------- ----------- Other assets Other assets, net of amortization of $133,282 at April 30, 2000 and $160,301 at October 31, 2000 287,439 298,488 ----------- ----------- Total other assets 287,439 298,488 TOTAL ASSETS: $ 8,388,286 $ 7,767,247 =========== ===========
The accompanying notes are an integral part of these financial statements. (Continued) 2 3 ENGINEERING MEASUREMENTS COMPANY BALANCE SHEETS (Unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY
October 31, 2000 April 30, 2000 ---------------- -------------- Current liabilities: Accounts payable $ 363,234 $ 332,161 Accrued compensation 299,876 301,513 Accrued liabilities 507,171 441,889 ----------- ----------- Total current liabilities 1,170,281 1,075,563 ----------- ----------- Long-term liabilities: Deferred income taxes 228,700 244,400 ----------- ----------- Total long-term liabilities 228,700 244,400 ----------- ----------- Stockholders' equity: Common stock, $.01 par value; 15,000,000 shares authorized; 4,321,006 shares issued at April 30, 2000, 4,433,589 shares issued at October 31, 2000, 4,125,259 shares outstanding at April 30, 2000, 4,237,842 shares outstanding at October 31, 2000, 44,336 43,210 Capital in excess of par value 3,603,975 3,001,606 Unrealized holding losses (net of taxes) (37,472) (49,262) Retained earnings 4,044,923 4,118,187 Treasury stock at cost; 195,747 shares at April 30, 2000, and October 31, 2000 (666,457) (666,457) ----------- ----------- Total stockholders' equity 6,989,305 6,447,284 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY: $ 8,388,286 $ 7,767,247 =========== ===========
The accompanying notes are an integral part of these financial statements. 3 4 ENGINEERING MEASUREMENTS COMPANY STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
Three Months Ended Six Months Ended October 31, October 31, ------------------------------- ------------------------------- 2000 1999 2000 1999 ----------- ----------- ----------- ----------- Sales $ 3,042,248 $ 2,452,300 $ 5,504,379 $ 4,679,890 Cost of sales 1,661,873 1,457,149 3,136,139 2,814,062 ----------- ----------- ----------- ----------- Gross margin on sales 1,380,375 995,151 2,368,240 1,865,828 ----------- ----------- ----------- ----------- Operating expenses: Selling 561,789 506,236 1,138,772 960,233 General and administrative 439,221 211,142 819,076 442,496 Research and development 328,020 222,192 595,322 459,819 ----------- ----------- ----------- ----------- Total operating expenses 1,329,030 939,570 2,553,170 1,862,548 ----------- ----------- ----------- ----------- Income / (loss) from operations 51,345 55,581 (184,930) 3,280 ----------- ----------- ----------- ----------- Other income/(expense): Gain/(loss) on sale of stock (6,222) 1,395 (8,531) 16,380 Interest expense (265) (110) (273) (274) Interest and Dividend Income 15,640 13,713 32,708 27,152 Other income (2,700) 1,169 2,038 1,214 ----------- ----------- ----------- ----------- Total other income 6,453 16,167 25,942 44,472 Income/(loss) from operations before income taxes 57,798 71,748 (158,988) 47,752 Income tax provision/(benefit) 7,375 61,046 (85,724) 31,589 ----------- ----------- ----------- ----------- Net income/(loss) 50,423 10,702 ($ 73,264) $ 16,163 =========== =========== =========== =========== Other comprehensive income Unrealized holding gain/(loss) (1,390) (62,884) 11,790 (64,197) Tax benefit of stock option exercise 16,079 22,000 128,280 22,000 ----------- ----------- ----------- ----------- Comprehensive income (loss) 65,112 (30,182) 66,806 (26,034) =========== =========== =========== =========== Net earnings/(loss) per share $ 0.01 $ 0.00 ($ 0.02) $ 0.00 Net earnings/(loss) per share on a fully diluted basis $ 0.01 $ 0.00 ($ 0.02) $ 0.00 =========== =========== =========== =========== Weighted average number of shares outstanding 4,228,092 4,068,194 4,187,342 4,061,438 =========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements. 4 5 ENGINEERING MEASUREMENTS COMPANY STATEMENTS OF CASH FLOWS: INCREASE/(DECREASE) IN CASH
Six Months Ended October 31, ---------------------------- 2000 1999 --------- --------- Cash flows from operating activities: Net income/(loss) $ (73,264) $ 16,163 Adjustments to reconcile net income to net cash provided by operating activities-- Depreciation and amortization 297,890 262,147 Deferred tax provision/(benefit) (229,207) 3,600 Provision for doubtful accounts 19,801 25,220 (Gain)/Loss on sales of investments 8,531 (16,380) (Gain)/Loss on disposal of assets 67,680 0 Stock compensation 0 1,000 Changes in assets and liabilities- Receivables (568,017) (333,959) Inventories (116,636) 287,577 Income taxes receivable and prepaid expenses 11,059 (33,885) Accounts payable and accrued liabilities 94,718 (5,986) --------- --------- Net cash provided/(used) by operating activities (487,445) 205,497 --------- --------- Cash flows from investing activities: Capital expenditures, net (299,129) (323,927) Expenditures for intangible assets (15,970) (22,689) Proceeds from note receivable 0 1,800 Investment purchases (353,989) (499,623) Proceeds from sale of investments 409,573 309,640 --------- --------- Net cash used in investing activities (259,515) (534,799) --------- --------- Cash flows from financing activities: Net Proceeds from exercise of stock options 603,495 110,098 --------- --------- Net cash provided by financing activities 603,495 110,098 --------- --------- Net decrease in cash and cash equivalents (143,465) (219,204) Cash and cash equivalents at beginning of period 609,050 697,697 --------- --------- Cash and cash equivalents at end of period $ 465,585 $ 478,493 ========= ========= Supplemental disclosure of cash flow information: Cash paid during period for-- Interest $ 273 $ 274 Income taxes 1,950 6,335 Supplemental disclosure for non cash items: Stock Compensation $ -- 1,000
The accompanying notes are an integral part of these financial statements. 5 6 ENGINEERING MEASUREMENTS COMPANY NOTES TO FINANCIAL STATEMENTS (UNAUDITED) The accompanying unaudited, condensed financial statements have been prepared in accordance with the instructions to the Form 10-QSB and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the six months ended October 31, 2000, are not necessarily indicative of the results that may be expected for the fiscal year ending April 30, 2001. These statements should be read in conjunction with the financial statements and footnotes thereto included in the Company's Form 10-KSB for the fiscal year ended April 30, 2000. 1. INVENTORIES Inventories, stated at the lower of cost (first-in, first-out method) or market, are as follows:
October 31, 2000 April 30, 2000 ---------------- -------------- Raw materials and work-in-process $1,356,740 $1,201,216 Finished goods 276,147 315,035 ---------- ---------- $1,632,887 $1,516,251 ========== ==========
2. INVESTMENTS Investments are carried at fair market value. The Company's investment securities are classified as available for sale and recorded on the balance sheet at fair market value with unrealized gains and losses on these investments shown as a separate component of stockholders' equity, net of related taxes. The impact of these unrealized gains and losses, net of related taxes, is shown as a part of other comprehensive income on the statements of operations and comprehensive income. 3. INCOME TAXES Deferred income taxes are provided for items which are reported for tax purposes in different periods than in the Statements of Operations. 4. REVENUE RECOGNITION Revenue from manufactured products is recognized at the time of shipment to the customer. Service revenue is recognized at the time of shipment of goods or delivery of services to the customer. The sale price is fixed at the time of shipment or delivery of the service and all risks transfer to the customer at that point. Commissioned sales representatives do not stock product. Returns, exchanges and restock charges are handled on a case-by-case basis. 5. EARNINGS (LOSS) PER SHARE Earnings (loss) per share is computed by dividing net income by the weighted average number of shares outstanding during the period. During the six months ended October 31, 2000, there were a total of 225,663 shares outstanding under the Company's stock option plans. There was no dilutive effect of the outstanding 6 7 options for the six months ended October 31, 2000, as a result from a net operating loss. For the six months ended October 31, 1999, the dilutive effect was immaterial.
For the Six Months Ended October 31, 2000 ---------------------------------------------- Income Shares Per-Share (Numerator) (Denominator) Amount ----------- ------------- -------- Net Income ($73,262) ======== BASIC AND DILUTED EPS Net Income available to common stockholders ($73,262) 4,187,342 ($0.02)
For the Six Months Ended October 31, 1999 ----------------------------------------------- Income Shares Per-Share (Numerator) (Denominator) Amount ----------- ------------- --------- Net Income $16,163 ======= BASIC EPS Net Income available to common stockholders $16,163 4,061,438 $0.00 EFFECT OF DILUTIVE SECURITIES Options 0 94,599 ------- --------- DILUTED EPS Income available to stockholders $16,163 4,156,037 $0.00 ======= ========= =====
6. SEGMENT INFORMATION EMCO's core business has been, and continues to be, in the manufacture of flow measurement devices and systems segment, SIC Code No. 3823. EMCO's contract electronics manufacturing (CEM) division, operating under the trade name Advanced Technology Group (ATG), comes within the definition of SIC Code No. 3672. Effective with the filing of the Company's 10-QSB for the period ending October 31, 1999, EMCO adopted SFAS 131 related to reporting for segments of the business. The information reported below is similar to information used by the management and directors of the Company to assess the performance of the operating segments and/or to allocate resources to those segments. This information is based upon the Company's books, contains no inter-segment revenues and utilizes estimated allocations of expenses and assets. Segment profits (losses) are computed at the same level as income from operations on the Statements of Operations and Comprehensive Income. Segment assets for ATG are for directly purchased long term equipment and do not reflect any allocation of the building or other assets such as cash, accounts receivable or inventory. 7 8
FY 2001 FY 2000 Flow Contract Totals Flow Contract Totals Products Electronics Products Electronics Manufacturing Manufacturing Year-to-date - ------------ Revenues 4,501,743 1,002,636 5,504,379 4,113,757 566,133 4,679,890 Depreciation & Amortization 218,229 79,661 297,890 191,365 70,782 262,147 Segment Profits(Losses) (453,408) 268,478 (184,930) (72,231) 75,511 3,280 Segment Assets 7,944,907 443,379 8,388,286 7,013,789 515,995 7,529,784 Expenditures for Segment Assets 273,283 38,532 311,815 268,090 59,837 327,927 Q2 - -- Revenues 2,424,465 617,783 3,042,248 2,169,637 282,663 2,452,300 Depreciation & Amortization 108,187 40,391 148,578 96,616 35,707 132,323 Segment Profits(Losses) (230,290) 281,635 51,345 17,614 37,967 55,581 Segment Assets 7,944,907 443,379 8,388,286 7,013,789 515,995 7,529,784 Expenditures for Segment Assets 154,339 0 154,339 196,760 53,049 249,809
7. MERGER AGREEMENT WITH ADVANCED ENERGY INDUSTRIES, INC. Engineering Measurements Company signed a merger agreement with Advanced Energy Industries, Inc., on July 6, 2000. Under the terms of the merger agreement, EMCO securities holders were to receive 900,000 shares of Advanced Energy stock. Due to the market volatility of Advanced Energy's common stock price, the parties amended and restated the merger agreement as of October 20, 2000. Under the amended and restated merger agreement, Advanced Energy now will pay to the EMCO shareholders, if the amended and restated merger agreement is approved, cash in an aggregate amount equal to $30 million plus the exercise prices paid in cash by EMCO option holders on exercise of any EMCO stock options between October 20, 2000 and the completion of the merger. A special meeting of EMCO shareholders to vote on the amended and restated merger agreement is scheduled for January 2, 2001. The amended and restated merger agreement is subject to the approval of two-thirds of EMCO's outstanding shares and certain other conditions detailed in the merger agreement. The agreement does not require the approval of Advanced Energy's stockholders. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS A. FINANCIAL CONDITION The Company's net working capital increased approximately $577,000 during the six months ended October 31, 2000. The most significant items impacting working capital in this period are increases in accounts receivable, inventories and deferred income tax assets. The current ratio was at 4.4 at October 31, 2000 and 4.2 at April 30, 2000. Cash and cash equivalents decreased approximately $143,000 at October 31, 2000, compared to April 30, 2000. Higher accounts receivable of approximately $548,000, higher inventory balances of approximately $117,000 and capital and intangibles expenditures of approximately $315,000 were the principal consumers of cash during the period. Cash used in operations was approximately $487,000 for the six month period. Proceeds from stock option exercises of approximately $603,000 were a primary source of cash during the first six months of the fiscal year. The Company intends to continue investing excess cash in investment securities until the cash is needed for operations. Accounts receivable increased by approximately $548,000 at October 31, 2000, due to higher sales. The Days Sales Outstanding (DSO) was 47.6 at October 31, 2000, compared to 47.6 days at April 30, 2000. 8 9 Inventories increased approximately $117,000 in the first six months of the fiscal year. The inventory turnover ratio for the six months ended October 31, improved to 1.58 (annualized) compared to 1.47 for fiscal year 2000. Inventory turns have improved slightly while inventory levels have increased, reflecting increased sales levels. In addition, inventory levels increased due to a build up prior to the introduction of the Mach-One mass flow controller for the semiconductor market and inventories associated with turnkey orders for the contract electronics manufacturing business, which previously had not required the Company to buy and hold inventory. Management will continue to review inventory levels in order to optimize shipments. The Company currently has no loans outstanding. The Company does not expect any material capital expenditures in the next six months and anticipates all cash needs will be satisfied from operations. The Company has renewed its $500,000 revolving line of credit with Wells Fargo Bank West, N.A. through September 2001. The Company currently has no outstanding loan balance on the line of credit. B. RESULTS OF OPERATIONS SIX MONTHS ENDED OCTOBER 31, 2000, COMPARED TO THE SIX MONTHS ENDED OCTOBER 31, 1999 Sales for the six months ended October 31, 2000, were approximately $824,000 more than the six months ended October 31, 1999. The increase in sales is attributable to increases in sales of EMCO's commercial vortex water flowmeter, contract electronics manufacturing services and the introduction of a new ultrasonic flowmeter this past January. Order backlog at October 31, 2000 is approximately $1,078,000 compare to $1,197,000 at October 31, 1999. The decrease in backlog is attributable to the Company's emphasis on reducing lead times. The overall level of orders is comparable to the prior year. Gross profit is up approximately $502,000 from the same period a year ago to 43.0% of sales from 39.9% of sales in the period ending October 31, 1999. Decreases in material costs as a percent of sales of 2.8% and overhead of 1.3% from the same period in 1999 reflect the increases in sales of the commercial vortex flowmeter, the new ultrasonic flowmeter, and contract electronics manufacturing (ATG) operation in the product mix. This is also reflected in the increase in labor of 1.6% from 1999 to 2000. Operating expenses increased approximately $691,000 from the same period a year earlier. Selling expenses are up reflecting in part the higher sales numbers and new product introduction activities. General and administrative expenses increased $377,000, of which $210,000 were related to the proposed merger to Advanced Energy Industries, Inc. Research & development expenses increased $136,000. Loss from operations is approximately $185,000 in the six months ended October 31, 2000, compared to income from operations of approximately $3,000 for the six months ended October 31, 1999, reflecting the merger related expenses. Other income for the six months ended October 31, 2000, was approximately $26,000 compared to approximately $44,000 in the same six month period a year ago. The income tax benefit for the six month period ending October 31, 2000, was approximately $86,000 compared to an income tax provision of approximately $32,000 for the same period in 1999. Net cash used by operating activities was $487,445 for the six months ended October 31, 2000. Net cash provided by operating activities was $205,497 for the six months ended October 31, 1999. THREE MONTHS ENDED OCTOBER 31, 2000, COMPARED TO THE THREE MONTHS ENDED OCTOBER 31, 1999 Sales were approximately $590,000 higher in the period ending October 31, 2000, compared to the period ending October 31, 1999, a 24.0% increase, due to higher demand for the commercial vortex flowmeter, the new Sono-Trak ultrasonic flowmeter introduced in January 2000, and increased sales of contract electronic 9 10 printed circuit board assembly services. International sales fell 14%, or approximately $94,000 from the same quarter last year. As a result, international sales, which had accounted for 27% of total revenues in the quarter ended October 31, 1999, fell to 19% of revenues in the same quarter this year. Aggressive pricing by European competitors and a strong Dollar hindered international sales in the period. Gross profit increased by approximately $385,000 to 45.4% of sales in 2000 compared to 40.6% in 1999. Labor was 1.9% higher due to a more labor intensive product mix, material cost was down 3.8% and overhead was down 1.2%, again due to product mix. Operating expenses have increased approximately $389,000 from last year. Selling expenses increased approximately $56,000. General and administrative costs increased approximately $228,000, which included about $100,000 in costs directly associated with the merger with Advanced Energy Industries, Inc. Research and development costs increased approximately $106,000 over the same period in the prior year. Other income for the three months ended October 31, 2000, decreased approximately $10,000 to approximately $6,000 primarily due to a loss from the sale of investment securities in 2000, compared to a gain of approximately $1,000 in 1999. The Company had no interest expense attributable to debt in the periods ending October 31, 2000, and 1999, respectively. The income tax provision for the three months ended October 31, 2000, was approximately $7,000 compared to an income tax provision of approximately $61,000 for the same period in 1999. Other Comprehensive Income for the three month period ended October 31, 2000, consisted of approximately $1,000 of unrealized holding losses on investment securities, net of the related tax effects, and $16,000 of tax benefits associated with the exercise of stock options. This compares to approximately $63,000 of unrealized holding losses on investment securities, net of the related tax effects, in the three months ended October 31, 1999. Tax benefits associated with the exercise of stock options in 1999 were approximately $22,000. Net cash used by operating activities was $105,667 for the three months ended October 31, 2000. Net cash provided by operating activities was $156,738 for the three months ended October 31, 1999. Major change in net cash from operating activities year over year is the increase in accounts receivable in 2000. 10 11 MERGER AGREEMENT WITH ADVANCED ENERGY INDUSTRIES, INC. Engineering Measurements Company signed a merger agreement with Advanced Energy Industries, Inc., on July 6, 2000. Under the terms of the merger agreement, EMCO securities holders were to receive 900,000 shares of Advanced Energy stock. Due to the market volatility of Advanced Energy's common stock price, the parties amended and restated the merger agreement as of October 20, 2000. Under the amended and restated merger agreement, Advanced Energy now will pay to the EMCO shareholders, if the amended and restated merger agreement is approved, cash in an aggregate amount equal to $30 million plus the exercise prices paid in cash by EMCO option holders on exercise of any EMCO stock options between October 20, 2000 and the completion of the merger. A special meeting of EMCO shareholders to vote on the amended and restated merger agreement is scheduled for January 2, 2001. The amended and restated merger agreement is subject to the approval of two-thirds of EMCO's outstanding shares and certain other conditions detailed in the merger agreement. The agreement does not require the approval of Advanced Energy's stockholders. PART II -- OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders A. A special meeting of shareholders was held October 23, 2000, to vote on the merger with Advanced Energy Industries, Inc. This meeting was adjourned and will be reconvened on January 2, 2001, to vote upon the amended and restated agreement with Advanced Energy Industries, Inc., dated October 20, 2000. The votes cast for adjourning and reconvening the meeting were 3,042,839; votes against were 37,708; and abstaining were 11,750 votes. Item 6. Exhibits and Reports on Form 8-K A. Exhibits None filed in the quarter ended July 31, 2000. B. Reports on Form 8-K One filed in the quarter ended October 31, 2000. 1. A press release dated October 23, 2000, announcing the signing of a amended and restated agreement with Advanced Energy Industries, Inc., of Fort Collins, Colorado. 11 12 S I G N A T U R E S Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, Engineering Measurements Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ENGINEERING MEASUREMENTS COMPANY Registrant Date: December 15, 2000 By: /s/ Charles E. Miller ----------------------------- Charles E. Miller, Chairman (Principal Financial Officer and Chief Accounting Officer) 12 13 EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 27 Financial Data Schedule 99.1 Press Release
EX-27 2 d82694ex27.txt ART. 5 FDS FOR 3RD QUARTER 10-QSB
5 This schedule contains summary financial information extracted from the Balance Sheet and statement of operations found on pages 2, 3 and 4 of the company's Form 10-QSB for the year-to-date, and is qualified in its entirety by reference to such financial statements. 1,000 6-MOS APR-30-2001 OCT-31-2000 466 563 1,866 99 1,633 5,179 7,895 5,063 8,388 1,170 0 0 0 44 6,945 8,388 5,504 5,504 3,136 3,136 2,553 20 0 (159) (86) (73) 0 0 0 (73) (.02) (.02)
EX-99.1 3 d82694ex99-1.txt PRESS RELEASE 1 Charles E. Miller Philip Bourdillon / Eugene Heller President and CEO Silverman Heller Associates 303-651-0550 310-208-2550 ENGINEERING MEASUREMENTS COMPANY REPORTS FISCAL 2001 SECOND-QUARTER RESULTS LONGMONT, COLORADO - DECEMBER 15, 2000 - ENGINEERING MEASUREMENTS COMPANY (NASDAQ NM: EMCO) today reported results for the three months ended October 31, 2000. The Company's current fiscal year ends on April 30, 2001. For the three months ended October 31, 2000 the Company reported net income of $50,000, or $0.01 per diluted share, on net sales of $3.0 million, compared to net income of $11,000 on net sales of $2.5 million in the second quarter of fiscal 2000. For the six months ended October 31, 2000 the Company reported a net loss of $73,000, or $0.02 per diluted share, on sales of $5.5 million, compared to net income of $16,000 on sales of $4.7 million in the comparable period a year ago. At the end of the second quarter of fiscal 2001, Company had $4.0 million in working capital, no long-term debt, and stockholders' equity of $7.0 million. As announced on July 6, 2000, the Company signed a merger agreement with Advanced Energy Industries, Inc. Under the terms of the agreement, EMCO securities holders would have received 900,000 shares of Advanced Energy stock in exchange for all of the securities of EMCO. Due to a decline in Advanced Energy's stock price, the parties amended and restated the merger agreement as of October 20, 2000 to change the consideration payable by Advanced Energy to the EMCO shareholders from stock to cash. Under the amended and restated agreement, Advanced Energy will pay EMCO shareholders an aggregate of $30 million plus an amount equal to the cash exercise prices paid by EMCO option holders on any exercise of EMCO options between October 20, 2000 and the completion of the merger. The amended merger agreement will be voted on at a special meeting of shareholders scheduled to take place on January 2, 2001. The agreement, which does not require the approval of Advanced Energy's shareholders, is subject to the approval of two-thirds of EMCO's shareholders and certain other conditions detailed in a proxy statement dated December 1, 2000. Engineering Measurements Company designs, manufactures, and markets electronic and electro-mechanical precision instruments for measuring and controlling the flow of liquids, steam, and gases, and also engages in contract electronic printed circuit board assembly. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: The matters discussed in this news release contain comments and forward-looking statements based on current plans, expectations, events, and financial and industry trends which may affect the Company's future operating results and financial position. Such statements involve risks and uncertainties which cannot be predicted or quantified 2 and which may cause future activities and results of operations to differ materially from those discussed above. The historical results achieved are not necessarily indicative of future prospects of the Company. For additional information, refer to the Company's filings with the Securities and Exchange Commission. (Statements of Operations Follow) 3 ENGINEERING MEASUREMENTS COMPANY STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
Three Months Ended Six Months Ended October 31, October 31, ------------------------------- ------------------------------- 2000 1999 2000 1999 ----------- ----------- ----------- ----------- Sales $ 3,042,248 $ 2,452,300 $ 5,504,379 $ 4,679,890 Cost of sales 1,661,873 1,457,149 3,136,139 2,814,062 ----------- ----------- ----------- ----------- Gross margin on sales 1,380,375 995,151 2,368,240 1,865,828 ----------- ----------- ----------- ----------- Operating expenses: Selling 561,789 506,236 1,138,772 960,233 General and administrative 439,221 211,142 819,076 442,496 Research and development 328,020 222,192 595,322 459,819 ----------- ----------- ----------- ----------- Total operating expenses 1,329,030 939,570 2,553,170 1,862,548 ----------- ----------- ----------- ----------- Income / (loss) from operations 51,345 55,581 (184,930) 3,280 ----------- ----------- ----------- ----------- Other income/(expense): Gain/(loss) on sale of stock (6,222) 1,395 (8,531) 16,380 Interest expense (265) (110) (273) (274) Interest and Dividend Income 15,640 13,713 32,708 27,152 Other income (2,700) 1,169 2,038 1,214 ----------- ----------- ----------- ----------- Total other income 6,453 16,167 25,942 44,472 Income/(loss) from operations before income taxes 57,798 71,748 (158,988) 47,752 Income tax provision/(benefit) 7,375 61,046 (85,724) 31,589 ----------- ----------- ----------- ----------- Net income/(loss) 50,423 10,702 ($ 73,264) $ 16,163 =========== =========== =========== =========== Other comprehensive income Unrealized holding gain/(loss) (1,390) (62,884) 11,790 (64,197) Tax benefit of stock option exercise 16,079 22,000 128,280 22,000 ----------- ----------- ----------- ----------- Comprehensive income (loss) 65,112 (30,182) 66,806 (26,034) =========== =========== =========== =========== Net earnings/(loss) per share $ 0.01 $ 0.00 ($ 0.02) $ 0.00 Net earnings/(loss) per share on a fully diluted basis $ 0.01 $ 0.00 ($ 0.02) $ 0.00 =========== =========== =========== =========== Weighted average number of shares outstanding 4,228,092 4,068,194 4,187,342 4,061,438 =========== =========== =========== ===========
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