<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB AMENDED
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year ended June 30, 1999
Commission file number 0-1388
WATERS INSTRUMENTS, INC.
(d/b/a Waters Corporation)
State of Incorporation: Minnesota
IRS Employer Identification No. 41-0832194
2411 Seventh Street, NW.
Rochester, Minnesota 55901
(507) 288-7777
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 Par Value Per Share
Check whether the issuer (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to
such filing requirements for the past 90 days. Yes X No __
Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and no
disclosure will be contained, to the best of Company's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. X
The net sales for the Company for the Fiscal Year ended June 30,
1999 were $17,585,000.
The aggregate market value of the voting stock held by non-
affiliates of the Company on August 31, 1999 was $5,441,843. The
number of shares outstanding of the Company's Common Stock on
August 31, 1999 was 1,471,279.
DOCUMENTS INCORPORATED BY REFERENCE
Pursuant to General Instructions E3), the responses to items 9,
10, 11 and 12 of Part III of this report are incorporated herein
by reference to certain information contained in the Company's
definitive proxy statement for its 1999 Annual Meeting of
Shareholders to be filed with the Securities and Exchange
Commission on or before October 28, 1999.
Transitional Small Business Disclosure Format (Check One) Yes __ No X
<PAGE>
This amendment is filed for purposes of changing the aggregate market
value of the voting stock held by non-affiliates of the Company on
August 31, 1999 and the date of the Auditor's Letter, both of
which were incorrectly stated in the Form 10-KSB filed on
September 28, 1999.
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Stockholders and Board of Directors
Waters Instruments, Inc.
Rochester, Minnesota
We have audited the accompanying balance sheets of Waters
Instruments, Inc. (d/b/a Waters Corporation) as of June 30, 1999
and 1998 and the related statements of operations, stockholders'
equity, and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Waters Instruments, Inc. as of June 30, 1999 and 1998 and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting
principles.
/s/ McGladrey & Pullen, LLP
MCGLADREY & PULLEN, LLP
Rochester, Minnesota
August 11, 1999
<PAGE>
<TABLE>
Balance Sheets
<S> <C> <C>
June 30
In Thousands 1999 1998
Current assets
Cash and equivalents (Note 2) $ 3,618 $ 1,375
Trade receivables (Notes 3 and 5) 2,835 2,667
Inventories (Notes 4 and 5) 1,871 2,015
Prepaid expenses 101 72
Deferred income taxes (Note 6) 282 200
_______ _______
Total current assets 8,707 6,329
Property, plant and equipment (Note 5)
Land 128 128
Building 1,510 1,505
Machinery and equipment 2,342 2,220
Office furniture and equipment 1,637 1,520
______ ______
5,617 5,373
Less accumulated depreciation 4,058 3,621
______ ______
Net property, plant and equipment 1,559 1,752
Other assets
Costs in excess of net assets of
businesses acquired, net of
amortization 45 62
Investments 3 3
________ _______
Total other assets 48 65
________ ________
Total assets $ 10,314 $ 8,146
Current liabilities
Current maturities of long-term
debt (Note 5) 35 11
Trade payables 1,460 898
Accrued expenses
Salaries, wages, and other
Compensation 626 456
Product warranties 231 195
Other accrued liabilities 128 12
Income taxes payable 399 73
______ ______
Total current liabilities 2,879 1,645
Long-term debt (Note 5) 0 36
Deferred income taxes (Note 6) 59 56
Stockholders' equity (Note 7)
Preferred stock, par value $25;
Authorized: 120,000 shares;
issued and outstanding: none
Common stock, par value
$.10 per share; Authorized:
5,000,000 shares;
issued and outstanding: 1,471,279
shares (1999), 1,467,448 shares
(1998) 147 147
Additional paid-in capital
1,285 1,266
Retained earnings 5,944 4,996
______ _____
Total stockholders' equity 7,376 6,409
_______ ______
Total liabilities and equity $10,314 $8,146
<FN>
The accompanying notes are an integral part of the financial
statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
Statements of Operations
<S> <C> <C>
Year ended June 30
In Thousands, except per share data 1999 1998
Net sales $ 17,585 $ 15,785
Cost of goods sold 11,225 10,547
Gross profit 6,360 5,238
Operating expenses
Administrative 1,759 1,463
Selling 2,577 2,233
Research and development 526 538
Total operating expenses 4,862 4,234
Operating income 1,498 1,004
Other income
Interest income 138 93
Interest expense (5) (7)
Other income, net (7) 15
_______ ______
Income before income taxes 1,624 1,105
Income tax provision (Note 6) 618 420
_______ ______
Net income $ 1,006 $ 685
Net income per share - basic (Note 8) $ .68 $ .47
Net income per share - diluted
(Note 8) $ .67 $ .46
Weighted average number of shares
outstanding - basic 1,469,348 1,464,838
Weighted average number of shares
outstanding - diluted 1,500,757 1,500,272
</TABLE>
<TABLE>
Statements of Stockholderhareholder's' Equity Investment
<S> <C> <C> <C> <C>
Common Stock Additional
In Thousands Outstanding Paid In Retained
Shares Amount Capital Earnings
Balance June 30,
1997 1,462 146 1,246 4,369
Net Income for
the period - - - 685
Dividends paid
($.04/share) - - - (58)
Issuance of common
Stock 5 1 20 -
Balance June 30,
1998 1,467 $ 147 $ 1,266 $ 4,996
Net Income for
the period - - - 1006
Dividends paid
($.04/share) - - - (58)
Issuance of
common stock 4 - 19 -
Balance June 30,
1999 1,471 $ 147 $ 1,285 $ 5,944
<FN>
The accompanying notes are an integral part of the financial
statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
Statements of Cash Flow
<S> <C> <C>
(In Thousands)
Year Ended June 30
1999 1998
Cash flows from operations
Cash received from customers $17,417 $15,061
Interest received 138 93
Cash paid to suppliers and
employees (14,642) (14,289)
Interest paid (5) (7)
Income taxes paid (370) (445)
_______ ________
Net cash provided by operations 2,538 413
Cash flows from investing
Capital expenditures (244) (626)
Proceeds from sales of property
and equipment 0 3
_______ ______
Net cash used for investing (244) (623)
Cash flows from financing
Proceeds from sale of common stock 19 21
Payment of long-term debt (12) (10)
Dividends paid (58) (58)
_______ _______
Net cash used for financing (51) (47)
Net increase (decrease) in cash and
equivalents 2,243 (257)
Cash and equivalents, beginning
of year 1,375 1,632
_______ _______
Cash and equivalents, end of
year $ 3,618 $ 1,375
_______ _______
Reconciliation of net income to net
cash from operations:
Net income $ 1,006 $ 685
Depreciation and amortization 454 425
Loss on sale of property and
equipment 0 6
Deferred income taxes (79) 56
Changes in assets and liabilities
Accounts receivables (168) (712)
Inventories 144 (243)
Prepaid expenses (29) 43
Trade payables 562 253
Accrued expenses 322 (100)
Income taxes payable 326 0
_______ _______
Net cash provided by operations $ 2,538 $ 413
<FN>
The accompanying notes are an integral part of the financial
statements
</FN>
</TABLE>
<PAGE>
Notes to Financial Statements
1. Nature of Business and
Significant Accounting Policies
A. Nature of Business
The Company operates four principal business units: Waters Network
Systems (WNS), Waters Technical Systems (WTS), American FarmWorks
(AFW), and Waters Medical Systems (WMS). The sales of products from
all four business units occur principally within the United States.
Waters Network Systems, the most recently formed business unit,
addresses local area network connectivity
solutions for educational and other markets. Waters Technical
Systems is a contract manufacturer of electromechanical assemblies,
cable and harness assemblies for the construction, industrial,
communications and computer industries. American FarmWorks
manufactures and markets electric fence controllers for animal
containment to agricultural cooperatives, mass merchandisers
focusing on the retailer market, and lawn and garden stores. Waters
Medical Systems designs and manufactures organ preservation devices
and cardiovascular analytical instruments used in hospitals and
laboratories. The Company extends credit in the normal course of
business and performs ongoing credit evaluations of its customers'
financial conditions, but generally requires no collateral.
B. Fair Value of Financial Instruments
The fair value of cash and cash equivalents, accounts receivable,
and accounts payable approximate the carrying amount because of the
short maturity of those instruments.
C. Financial Statement Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect reported amounts of assets and
liabilities and disclosures 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 these estimates.
D. Inventories
Inventories are recorded at the lower of FIFO (first-in, first-out)
method cost or market.
E. Property, Plant and Equipment
Property, plant and equipment are recorded at cost less accumulated
depreciation. Depreciation is computed on the straight-line method
over estimated useful lives of 5 to 40 years for buildings and
improvements, and 3 to 10 years for machinery, equipment, and office
furniture. The present values of capital lease obligations are
classified as long-term debt and the related assets are included in
equipment. Amortization of equipment under capital leases is
included in depreciation expense.
F. Intangible Asset
Cost in excess of net assets acquired is amortized on a straight-
line basis over a twenty-year period beginning in 1983. Amortization
of $17,000 is recorded annually. Accumulated amortization at June
30, 1999 and 1998 was $305,000 and $288,000, respectively.
G. Long-lived Assets and Goodwill
The Company assesses long-lived assets for impairment under FASB
Statement No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of." Under those
rules, property and equipment and goodwill associated with assets
acquired in a purchase business combination are included in
impairment evaluations when events or circumstances exist that
indicate the carrying amount of those assets may not be recoverable.
H. Product Warranty
Some of the Company's products are currently covered by product
warranties for one year after date of purchase. At the time of sale,
the Company recognizes an estimated warranty cost based on prior
history and expected future claims.
I. Employee Benefits
The Company has a 401(k) deferred savings plan for all employees
(associates) who have completed six months of service. The Company
may make matching and discretionary contributions. The Plan has a
calendar year-end. During each of the fiscal years ending June 30,
1999 and 1998, the Company expensed $25,000 and $24,000 in matching
contributions, respectively.
The Company offers medical insurance to its associates, which it
self-insures up to $25,000 per individual and $1,000,000 in
aggregate.
J. Statement of Cash Flows
For purposes of the statement of cash flows, highly liquid
investments purchased with maturities of three months or less are
considered to be cash equivalents.
<TABLE>
<S> <C> <C>
In thousands: 1999 1998
Supplemental schedule of non-cash
investing and financing activities:
Office furniture and equipment
acquired with capital lease $ 0 $ 18
</TABLE>
K. Revenue Recognition
The Company recognizes revenue when the product is shipped from its
warehouse.
L. Research and Development
Research and Development costs are expensed as incurred.
M. Advertising Costs
The Company follows the policy of charging the production costs of
advertising to expense as incurred. Advertising expenses for the
years ended June 30, 1999 and 1998 were $398,000 and $390,000,
respectively.
N. Income Taxes
Deferred taxes are provided on a liability method whereby deferred
tax assets are recognized for deductible temporary differences and
operating loss and tax credit carryforwards and deferred tax
liabilities are recognized for taxable temporary differences.
Temporary differences are the differences between the reported
amounts of assets and liabilities and their tax bases. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of
the deferred tax assets will not be realized. Deferred tax assets
and liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment.
O. Net Income per Common Share
Net income per basic share is computed based upon the weighted
average number of common shares issued and outstanding during each
year. Dilutive per share amounts assume conversion, exercise or
issuance of all potential common stock instruments (stock options
and warrants as discussed in Note 7) unless the effect is to reduce
a loss or increase income per share.
P. Comprehensive Income
As of July 1, 1998, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 130, "Reporting Comprehensive
Income". SFAS No. 130 establishes new rules for the reporting and
display of comprehensive income and its components. SFAS N. 130
requires other comprehensive income to include foreign currency
translation adjustments, unrealized gains and losses on marketable
securities and minimum pension liability adjustments. The June 30,
1999 financial statements do not reflect any items of comprehensive
income.
2. Credit Risks and Concentrations
At June 30, 1999 and 1998, the Company had cash with a financial
institution in excess of the Federal Deposit Insurance Corporation
insurance coverage. The Company has performed an evaluation of the
relative credit standing of this financial institution and believes
it has limited its credit exposure accordingly. In addition, the
Company maintains cash balances in a money market mutual fund with
Norwest Funds. Such funds are not insured and totaled $3,486,000 at
June 30, 1999 and $1,528,000 at June 30, 1998. The Company has not
incurred any losses in such accounts.
3. Trade Accounts Receivable
<TABLE>
Trade accounts receivable consist of the following:
<S> <C> <C>
In Thousands 1999 1998
Trade accounts receivable $2,877 $2,705
Less allowance for doubtful
accounts 42 38
______ ______
Totals $2,835 $2,667
</TABLE>
4. Inventories
<TABLE>
Inventories consist of the following:
<S> <C> <C>
In Thousands 1999 1998
Raw materials $1,600 $1,647
Work-in-process 38 197
Finished goods 233 171
______ ______
Totals $1,871 $2,015
</TABLE>
5. Long-term Debt and Line of Credit
<TABLE>
Long-term debt consists of the following:
<S> <C> <C>
In Thousands 1999 1998
Capital lease obligations
due in varying monthly
installments through
January 2000 collateralized
by related equipment. $ 35 $47
Less current maturities 35 11
____ ____
Net long-term debt $ 0 $ 36
</TABLE>
Scheduled maturities, by fiscal year, of long-term debt
are as follows:
2000 $35
<TABLE>
At June 30, property, plant and equipment includes the
following amounts for capital leases:
<S> <C> <C>
In Thousands 1999 1998
Property, plant and
equipment $ 54 $ 67
Accumulated amortization 16 18
____ ____
Net assets under capital
lease $ 38 $ 49
</TABLE>
<TABLE>
At June 30, 1999, the Company had the following minimum
commitments for payment of rentals under capital leases:
<S> <C>
2000 $37
___
Total lease commitments 37
Less amount representing
interest 2
____
Present value of lease
payments, included in
long-term debt $ 35
</TABLE>
Line of Credit:
The Company has a $1,000,000 line of credit with its bank.
Borrowings under the line are charged interest at the prime rate and
are collateralized by accounts receivable and inventories. The prime
rate was 7.75% at June 30, 1999. The credit agreement expires
December 15, 1999. The credit agreement requires the Company to meet
certain financial ratios and covenants. There were no borrowings
outstanding under the line of credit at June 30, 1999.
6. Income Taxes
<TABLE>
The income tax provision charged to continuing operations for the
years ended June 30, 1999 and 1998 are as follows:
<S> <C> <C>
In Thousands 1999 1998
Current:
US federal $628 $418
State 69 58
____ ____
Total current 697 476
Deferred:
US federal (69) (50)
State (10) (6)
____ ____
Total deferred (79) (56)
____ ____
Total current and deferred: $618 $420
</TABLE>
The income tax provision differs from the amount of income tax
determined by applying the US federal income tax rate to pretax
income for continuing operations for the years ended June 30, 1999
and 1998 due to the following:
<TABLE>
<S> <C> <C>
In Thousands 1999 1998
Computed "expected" tax expense $568 $387
Increase (decrease) in income
taxes resulting from:
Non-deductible expenses 14 12
State taxes, net of federal
tax benefits 56 31
Tax credits (27) (22)
Other 7 12
____ ____
Total $618 $420
</TABLE>
<TABLE>
Net deferred tax assets consist of the following components as of
June 30, 1999 and 1998:
<S> <C> <C>
In Thousands 1999 1998
Deferred tax assets
Employee benefits and
severance $119 $ 87
Inventory and receivable
allowances 77 42
Warranty and contingency
reserves 86 71
____ ____
Total deferred tax assets $282 $200
Deferred tax liabilities
Property and equipment $ 59 $ 56
____ ____
Total deferred tax liabilities 59 56
____ ____
Net deferred tax assets $223 $144
</TABLE>
<TABLE>
The components giving rise to the net deferred tax assets described
above have been included in the Company's Balance Sheets as of June
30, 1999 and 1998 as follows:
<S> <C> <C>
In Thousands 1999 1998
Current assets $282 $200
Noncurrent liabilities (59) (56)
____ ____
Net deferred tax assets $223 $144
</TABLE>
7. Stock Options
In 1985, the Company adopted an Incentive Stock Option Plan (the
"1985 ISO Plan") and a Non-Qualified Stock Option Plan (the "1985 NQ
Plan"), both of which had a term of ten years and terminated on
March 20, 1995. As of June 30, 1995, all options granted under the
1985 ISO Plan and the 1985 NQ Plan had terminated except for one
option for the purchase of 5,000 shares exercisable at $2.1875 per
share.
The Board of Directors adopted the 1995 Stock Option Plan (the "1995
Plan") in May 1995 and the shareholders of the Company approved the
1995 Plan at the Company's annual meeting in October 1995. The 1995
Plan provides for the grant of both incentive stock options and non-
qualified stock options and reserves 150,000 shares of the Company's
Common Stock for issuance under the 1995 Plan and any previous plans
of the Company, to be granted on a one-for-one basis. The
outstanding 5,000 share option under the Company's 1985 ISO Plan
therefore reduces the shares reserved for issuance under the 1995
Plan to 145,000 shares.
In December 1996, the Board of Directors adopted the Associates
Stock Purchase Plan (the "ASP Plan"), which was approved by
shareholders at the 1997 Annual Meeting. The ASP Plan is available
to associates who have worked at least six months with the Company
and are regularly scheduled to work at least 20 hours a week. The
ASP Plan is carried out in 12-month phases commencing on January 1,
1997. Company stock bought under the ASP Plan is purchased at the
lesser of 85% of the stock price at the beginning or end of the
phase.
Grants under these plans are accounted for using APB Opinion No. 25
and related interpretations. Accordingly, no compensation cost has
been recognized for grants under these plans. Had compensation cost
for the plans based on their grant date fair value of awards (the
method described in FASB Statement No. 123) reported net income and
earnings per share would have been reduced to the pro forma amounts
reported below:
<TABLE>
<S> <C> <C>
1999 1998
Net Income In thousands
As reported $1006 $ 685
Pro forma 934 601
_____________________________________________________
Basic Earnings per Share
As reported $ .68 $ .47
Pro forma .64 .41
_____________________________________________________
Diluted Earnings per Share
As reported $ .67 $ .46
Pro forma .62 .40
______________________________________________________
</TABLE>
The fair value of each option has been estimated at the grant date
using the Black-Scholes option-pricing model with the following
weighted-average assumptions for grants in 1999, dividend rate of
.74% to 1.00%; price volatility of 57.8% to 70.2%, risk-free
interest rates of 4.9% and 5.5% and expected lives of 10 years.
A summary of the status of the stock option plan at June 30, 1999
and 1998, and changes during the years ended on those dates are as
follows:
<TABLE>
<S> <C> <C> <C> <C>
1999 1998
Weighted Weighted
Average Average
Exercise Exercise
Shares Price Shares Price
Outstanding,
beginning of year 93,300 $3.74 55,000 $2.13
Granted 32,550 4.99 38,300 6.05
Exercised/forfeited - - - -
Outstanding,
end of year 125,850 $4.06 93,300 $3.74
Exercisable at
end of year 125,850 93,300
Weighted-average
fair value per
share of options
granted during
the year $ 3.55 $ 3.53
</TABLE>
<TABLE>
As of June 30, 1999, the options outstanding have a weighted average
remaining contractual life of 7.62 years, and exercise prices and
unexercised options as follows:
<S> <C> <C>
Exercise Price Shares Average Contractual Life
2.13 50,000 6 years
2.19 5,000 5.5 years
4 10,050 9.33 years
5.438 22,500 9.5 years
5.75 28,250 8.5 years
6.88 10,050 8.33 years
</TABLE>
8. Earnings per Share
The weighted-average number of shares of common stock used to
compute the basic earnings per share were increased by 31,409 in
1999 and 35,434 in 1998 for the assumed exercise of the stock
options and warrants (Note 7), in computing the diluted earnings per
share data.
9. Industry Segments and Significant Customers
Effective July 1, 1998, the Company adopted FASB Statement No. 131,
Disclosures about Segment of an Enterprise and Related Information.
Statement No. 131 superseded FASB Statement No. 14, Financial
Reporting for Segments of a Business Enterprise. Statement No. 131
establishes standards for the way that public business enterprises
report information about operating segments in annual financial
statements and in interim financial reports. Statement No. 131 also
establishes standards for related disclosures about products and
services, geographic areas, and major customers. The adoption of
Statement No. 131 did not affect results of operations or financial
position, or the disclosure of segment information.
Operating income is total revenue less operating expenses, excluding
interest and general corporate expenses. The Company did not have
any sales between industry segments. Identifiable assets by industry
segment include both assets directly identified with those
operations and an allocable share of jointly used assets. General
corporate assets consist primarily of cash, cash equivalents and
building costs. The accounting policies applied to determine segment
information are the same as those described in the summary of
significant accounting policies. Management evaluates the
performance of each segment based on profit and loss from operations
before income taxes, exclusive of non-recurring gains or losses. The
following table summarizes data by industry segment.
<TABLE>
<S> <C> <C>
In Thousands 1999 1998
Net Sales
WNS $ 2,390 $ 1,978
WTS 2,669 2,383
AFW 10,187 9,325
WMS 2,339 2,099
_______ _______
$17,585 $15,785
Operating Income (Loss)
WNS $ (133) $ (193)
WTS 73 (165)
AFW 2,425 1,957
WMS 888 867
General Corporate Expenses $(1,755) $ (1,462)
_______ ________
Operating Income $ 1,498 $ 1,004
Provision for income taxes
WNS $ (84) $ (101)
WTS (106) (174)
AFW 488 383
WMS 271 274
Corporate 49 38
_______ _______
$ 618 $ 420
Capital Expenditures
WNS $ 0 $ 28
WTS 44 142
AFW 96 208
WMS 4 39
_______ _______
$ 144 $ 417
Depreciation and Amortization
WNS $ 8 $ 6
WTS 64 46
AFW 173 193
WMS 25 21
_______ _______
$ 270 $ 266
Identifiable Assets
WNS $ 1,142 $ 1,260
WTS 736 781
AFW 2,679 2,625
WMS 747 710
Corporate 5,010 2,770
_______ _______
$10,314 $ 8,146
</TABLE>
<TABLE>
Significant customers (sales > 10% of net sales)
<S> <C> <C>
WTS
No. of customers 2 4
Sales to those customers $ 1,546 $ 1,703
AFW
No. of customers 2 1
Sales to those customers $ 3,800 $ 2,140
WNS
No. of customers 1 3
Sales to those customers $ 944 $ 761
</TABLE>
<TABLE>
Information of geographic information:
<S> <C> <C>
Revenues 1999 1998
United States $17,122,000 $15,441,000
Other Regions 463,000 344,000
___________ ___________
Total $17,585,000 $15,785,000
Long-lived assets 1999 1998
United States $1,607,000 $1,817,000
Other Regions - -
__________ __________
Total $1,607,000 $1,817,000
</TABLE>
<PAGE>
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this
Report to be signed on its behalf by the undersigned, thereunto duly
authorized, in Rochester, Minnesota, on October 6, 1999.
WATERS INSTRUMENTS, INC.
/s/ Jerry W. Grabowski
By Jerry W. Grabowski
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this
Report has been signed by the following persons on behalf of the Company in
the capacities and on the dates indicated.
Signature Title Date
/s/ Jerry W. Grabowski
___________________________________
Jerry W. Grabowski
President, Chief Executive Officer, (Principal Executive Officer) and
Director
October 6, 1999
/s/ Gregory J. Anshus
___________________________________
Gregory J. Anshus
Chief Financial Officer (Principal Financial Officer)
October 6, 1999
*
___________________________________
William R. Franta
Director
October 6, 1999
*
___________________________________
John A. Grimstad
Director and Secretary
October 6, 1999
*
___________________________________
Charles G. Schiefelbein
Director
October 6, 1999
* Signed on behalf of the Director by Jerry Grabowski, Power of Attorney
