UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB/A-1
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTER ENDED DECEMBER 31, 1999
Commission file number 0-1388:
WATERS INSTRUMENTS, INC.
(Exact name of registrant as specified in its charter.)
(d/b/a Waters Corporation)
Minnesota 41-0832194
(State of other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2411 Seventh Street NW
Rochester, Minnesota 55901
(Address of principal executive offices)
(507) 288-7777
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months and (2) has been subject
to such filing requirements for the past 90 days.
Yes _X_ No ___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest
practical date:
Common Stock, $.10 Par Value 1,479,948 shares outstanding as of February 14,
2000.
Transitional Small Business Disclosure Format (check one):
Yes ___ No _X_
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This amendment is filed for purposes of changing amounts on the
Statement of Cash Flows depicting Accounts Receivable and
Accounts Payable and Accrued Expenses, both of
which were incorrectly stated in the Form 10-QSB filed on
February 14, 2000.
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PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
WATERS INSTRUMENTS, INC.
Statement of Operations
(Thousands, except
per share data)
<S> <C> <C> <C> <C>
For The Three Months For The Six Months
Ended December 31, Ended December 31,
1999 1998 1999 1998
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
NET SALES $ 3,246 $ 2,986 $ 8,035 $ 7,448
COST OF GOODS SOLD 2,249 2,064 5,239 4,812
GROSS PROFIT 997 922 2,796 2,636
OPERATING EXPENSES
Administrative 487 378 922 770
Selling 631 514 1,342 1,075
Research and
Development 138 128 248 248
Total Operating
Expenses 1,256 1,020 2,512 2,093
OPERATING INCOME (LOSS) (259) (98) 284 543
OTHER INCOME (EXPENSE)
Net Interest
Income (Expense) 38 35 78 62
Net Other Income
(Expense) 4 (3) 1 (5)
INCOME (LOSS) BEFORE
INCOME TAX (217) (66) 363 600
INCOME TAX PROVISION
(BENEFIT) (82) (25) 138 229
NET INCOME (LOSS) (135) (41) 225 371
EARNINGS (LOSS) PER
COMMON SHARE - Basic
and Diluted $(0.09) $ (0.03) $ 0.15 $ 0.25
Weighted Average
Number of Shares
Outstanding
- Basic 1,471,279 1,467,448 1,471,279 1,467,448
Weighted Average
Number of Shares
Outstanding
- Diluted 1,507,665 1,504,514 1,507,567 1,501,978
<FN>
See Notes to Financial Statements
</FN>
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PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
WATERS INSTRUMENTS, INC.
Balance Sheet
(Thousands)
<S> <C> <C>
December 31, June 30,
1999 1999
(Unaudited) (Unaudited)
Current Assets `
Cash & Cash Equivalents $ 2,439 $ 3,618
Net Trade Receivables 2,020 2,835
Inventories 2,564 1,871
Prepaid Expenses 63 101
Deferred Income Taxes 282 282
Total Current Assets 7,368 8,707
Fixed Assets
Property, Plant & Equipment 5,757 5,617
Less Accumulated Depreciation 4,277 4,058
Net Fixed Assets 1,480 1,559
Other Assets 160 3
Goodwill 36 45
TOTAL ASSETS $ 9,044 $ 10,314
Current Liabilities
Current Maturities of
Long-term Debt $ 31 $ 35
Accounts Payable 764 1,460
Accrued Salaries, Wages and
Other Compensation 360 626
Product Warranties 231 231
Other accrued liabilities 167 128
Income Taxes Payable (141) 399
Total Current Liabilities 1,412 2,879
Long-term Debt, Less Current
Maturities 0 0
Deferred Income Taxes 59 59
TOTAL LIABILITIES 1,471 2,938
Stockholders' Equity
Common Stock 148 147
Additional Paid-in Capital 1,316 1,285
Retained Earnings 6,109 5,944
TOTAL STOCKHOLDERS' EQUITY 7,573 7,376
TOTAL LIABILITIES & EQUITY $ 9,044 $ 10,314
<FN>
Notes to Financial Statements
</FN>
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ITEM 1. Financial Statements
WATERS INSTRUMENTS, INC.
Statement of Cash Flows
(Thousands)
<S> <C> <C>
For the Six Months
Ended December 31,
1999 1998
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATIONS
Cash received from customers $ 8,035 $ 8,304
Interest received 81 65
Cash provided from operations 8,116 8,369
Cash paid to suppliers and employees 8,284 6,410
Taxes paid 683 194
Interest paid 1 3
Cash disbursed from operations 8,968 6,607
Net cash provided by operations (852) 1,762
CASH FLOWS FROM (USED IN) INVESTING
Capitalization of Garret merger related costs (157) 0
Net acquisition of fixed assets (140) (91)
Net cash used for investing (297) (91)
CASH FLOWS FROM FINANCING
Cash Dividend Payment (58) (58)
Proceeds from sale of Common Stock 32 19
Reduction of Long-Term Debt (4) (6)
Net cash used for financing (30) (45)
NET INCREASE IN CASH AND EQUIVALENTS (1,179) 1,626
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 3,618 1,375
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 2,439 $ 3,001
RECONCILIATION OF NET INCOME TO
NET CASH PROVIDED BY (USED IN) OPERATIONS:
Net Income $ 225 $ 371
Depreciation and Amortization 228 230
Provisions For Losses On Accounts Receivable 6 6
CHANGES IN ASSETS AND LIABILITIES:
Accounts Receivable 809 856
Inventories (693) 230
Prepaid Expenses and Deferred Income Taxes 38 (30)
Accounts Payable and Accrued Expenses (1,465) 99
NET CASH PROVIDED BY (USED IN) OPERATIONS $ (852) $ 1,762
<FN>
See Notes to Financial Statements
</FN>
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PART I
FINANCIAL INFORMATION
ITEM 1. Financial Statements (continued)
WATERS INSTRUMENTS, INC.
d/b/a Waters Corporation
Notes to Financial Statements
December 31, 1999
The financial statements were prepared by Waters Corporation without audit and
pursuant to the rules
and regulations of the Securities and Exchange Commission. The information
furnished in the financial
statements includes normal recurring adjustments and reflects all
adjustments, which are, in the opinion
of management, necessary for a fair presentation of such financial
statements. Certain information and
footnote disclosures normally included in financial statements
prepared in accordance with generally
accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations.
The Company believes the information presented is not misleading.
It is suggested that these condensed
financial statements are read in conjunction with the financial
statements and the accompanying notes
included in the Company's 10 KSB and
1999 Annual Report.
The marketable securities included as cash equivalents on the
balance sheet and cash flow statements
meet the definition of cash equivalents set forth in paragraphs
8 and 9 of SFAS95.
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Inventories consisted of the following:
<S> <C> <C>
December 31, 1999 June 30, 1999
Raw Materials $1,621,000 $1,600,000
Work-In-Process 108,000 38,000
Finished Goods 835,000 233,000
__________ __________
Total Inventories $2,564,000 $1,871,000
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In accordance with the requirements of the
Exchange Act, the Company caused this Amendment No. 1 to be signed
on its behalf by the undersigned, thereunto duly authorized.
WATERS INSTRUMENTS, INC.
By: /S/ Jerry W. Grabowski
Jerry W. Grabowski
President and Chief Executive Officer
February 23, 2000
