SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-KSB
X Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [Fee required]
For the Fiscal Year ended: April 30, 1997
or
Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 [No Fee Required] for the transition period from to .
Commission File No.: 0-9880
ENGINEERING MEASUREMENTS COMPANY
(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)
Issuer's telephone number: (303) 651-0550
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act:
Common Stock par value $.01
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or
for such shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
Check if the disclosure of delinquent filers pursuant to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of Registrant'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
Issuer's revenues for its most recent fiscal year: $9,910,047
The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of July 22, 1997 was $17,487,825
The number of shares outstanding of Registrant's $.01 par value common stock, as
July 22, 1997 was 2,798,052
No documents are incorporated by reference into the text of this report.
Transitional Small Business Disclosure Format : Yes ; No X
Exhibit Index on Pages 35-38
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<PAGE>
PART I
ITEM 1. BUSINESS
General
Engineering Measurements Company ("EMCO" or the "Company") is a Colorado
corporation which was incorporated on January 4, 1967. The Company's executive
offices and factory are located at 600 Diagonal Highway, Longmont, Colorado
80501. Its telephone number is (303) 651-0550.
The Company designs, manufactures, and markets electronic and electro-mechanical
instruments (flowmeters) for measuring the flow of liquids, steam and gases.
The Company operates within the flow measurement devices and systems industry
segment (S.I.C. Code No. 3823). The Company generates its revenues from the
sales of flowmeter hardware, as well as from royalty income related to
technological licensing arrangements, both foreign and domestic. With its 30
years experience in the field of flow measurement, Engineering Measurements
Company is able to provide its customers with a family of products capable of
measuring almost any kind of fluid or gas flow. While the Company has
historically been strongest in energy utility flow measurement (particularly
steam metering) it has products capable of measuring most types of process
fluids, as well as fuel oils and natural gas. Utilizing a network of
distributors and commissioned sales representatives, the Company markets
flowmeters worldwide.
A new contract was signed with Danfoss in October 1995, to extend the marketing
agreement through May 1, 1998. Terms of the alliance with Danfoss A/S allow
the Company to be the exclusive distributor for Danfoss' MAG and MASS flowmeters
in the U.S. industrial market under the "EMCO" label. In turn, Danfoss is
allowed to market and distribute EMCO's Vortex PhD flowmeter on a non-exclusive
basis under the "Danfoss" label in Europe. The marketing agreement signed with
Danfoss A/S completes the Company's "family of flowmeters". This family
features five types of flowmeters capable of handling a broad spectrum of
applications (steam, gas and liquid) as well as a large range of line sizes. It
also positions the Company to compete on a product level with any flowmeter
manufacturer in the world.
Products
The Company has developed, and markets a series of products to measure the flow
of steam, chilled and hot water, natural gas, compressed gases and other fluids
in a pipeline. Also included are products which support the primary flow
measurements, such as pressure and temperature measurements and supporting
electronics.
The Company has two major technologies used in its product lines. The sales
contribution by each technology as a percent of sales for fiscal years 1997 and
1996 are as follows:
<TABLE>
Technology FY 1997 FY 1996
<S> <C> <C>
Volumetric 70% 76%
Mass 30% 24%
</TABLE>
Volumetric technologies include the following products: insertion, vortex
shedding, and positive displacement meters. Mass technologies include the
following products: electromagnetic, coriolis, flow processors and digital
valves.
The Company manufactures a series of insertion meters for various applications
of steam, liquids and compressed gas measurement. The insertion meters offer
customers solutions for metering flows in large size pipes. Each is available
with an assortment of options allowing for extremes in flow range, pressure and
temperature, with adaptation to various output requirements which provide mass
and energy measurement for totalizing or computer input.
The Company introduced a line of vortex shedding flowmeters in fiscal year 1992.
The Vortex PhD has no moving parts, provides high reliability, has low
maintenance requirements and is capable of operating with dirty fluids.
Page 2 of 39
<PAGE>
The Company also develops, manufactures and markets a series of positive
displacement meters which provide accurate measurements of fluid flow rates.
The products' primary applications relate to the measurement of viscous fluids,
such as crude oil, as well as applications requiring a high degree of accuracy.
As a result of the marketing agreement with Danfoss A/S of Denmark, EMCO serves
as the exclusive distributor for Danfoss' electromagnetic (MAG) flowmeters and
coriolis (MASS) flowmeters in the U.S. industrial marketplace. These two
Danfoss meters are marketed and distributed under the "EMCO" label in the U.S.,
establishing EMCO as one of the few companies in the world to offer a complete
line of flowmetering technologies.
Digital valves are digitally actuated control valves providing industry with a
unique means of controlling and measuring the flow of fluids. Because of their
accuracy and speed of response, these products are capable of providing a high
degree of control that cannot easily be matched by other valves. In addition,
this product can be configured as a metering valve, thus providing both
measurement and control.
All Company products utilize a family of digital flow processors to provide a
wide range of measurement processing. The flow processors provide the desired
outputs in engineering units, such as gallons, liters, etc., with provisions for
computing density, mass flow and enthalpy.
The Company introduced a new commercial water flowmeter in March 1997. The
product is in the beginning of the sales cycle, and no significant revenues have
been recognized at this time.
Product Distribution
The Company uses a network of distributors and commissioned sales
representatives to market the Company's flowmeters worldwide. The Company also
markets the Vortex PhD through Danfoss' network of wholly owned subsidiaries,
primarily in Western Europe.
Competition
The Company encounters various levels of competition in its different product
lines. The flow products face somewhat less competition when the application is
large size steam lines. Here, the product is sold primarily on the basis of
quality, performance and return on investment, with little price competition.
In smaller sized steam lines, as well as applications where other energy
utilities or process fluids are being measured, the Company faces a greater
level of competition and price is often a factor. However, no one company is a
major force in this market segment.
The positive displacement meter products encounter direct competition in most of
their markets. Two companies, one utilizing the same technology and the other
employing a different technological approach, comprise most of the competition.
Quality, performance and selling price are all important competitive factors.
Digital Valve products offer unique performance characteristics as regards
speed, accuracy and direct digital control. Where the application requires
these characteristics, the Company experiences no direct competition and price
is generally not a factor. In less demanding installations, the Company faces
direct competition from the manufacturers of more traditional control valves. In
such cases, price does become a competitive factor.
Raw Materials
The Company purchases electronic components, printed circuit boards, fabricated
sheet metal parts, machined components, raw steel and aluminum, metallic
castings, various other materials and electrical energy from various suppliers.
These purchased components are generally available and the loss of any one
supplier would not have a material adverse impact on the Company's operations.
Customers
For Fiscal Year 1997, no customers accounted for more than 10% of the Company's
reported revenues.
Page 3 of 39
<PAGE>
Patents
EMCO has acquired, or is currently pursuing, patent protection on a number of
its products, although management believes that the protection afforded by
patenting is generally not important to the success of the Company. Patents are
prevalent in the flow metering industry and, since the Company has not conducted
exhaustive infringement searches on all of its products, it is possible that one
or more of its products may infringe upon the patents of others.
Depending on the product involved, a lawsuit against the Company for patent
infringement could result in damages in a material amount being assessed against
the Company which would have an adverse effect on the financial condition of the
Company. At this time the Company is not aware of any litigation regarding
matters involving the Company and its products.
Seasonal and Other Conditions
The Company's sales and production are affected by slight seasonality caused by
the Company's emphasis on steam energy measurement. However, the Company's
marketing initiatives designed to increase the importance of the Process Control
market (a nonseasonal market), should mitigate against the effect of seasonality
in the future. Sales are also affected by the capital budgeting plans of large
industrial firms, as well as by other economic and political conditions.
Working Capital Requirements
The Company is not required to carry significant amounts of inventory to meet
rapid delivery requirements of customers or to assure itself of a continuous
allotment of goods from suppliers. In addition, the Company's working capital
of approximately $3,190,000 as of April 30, 1997 is adequate to meet its current
obligations. The Company believes it has adequate cash flows from operations to
fund future operations and capital expenditure requirements for the next twelve
months.
Backlog
At April 30, 1997, the total order backlog was approximately $986,000 as
compared to $1,889,000 at April 30, 1996. It is anticipated that the entire
backlog outstanding at April 30, 1997 will be shipped in the fiscal year ending
April 30, 1998.
Government Approvals and Regulation
The Company's principal products and services are not subject to government
approvals. The Company does not expect any significant effect on its business
from existing or probable government regulations. No material portion of the
Company's sales is subject to renegotiation of profits or termination of
contracts or subcontracts at the election of the government.
Research and Development
The Company maintains research and development programs on a continuing basis.
Research activities are primarily directed toward flow measurement and control.
The Company spent approximately $621,000 for research and development in the
fiscal year ending April 30, 1997, and about $427,000 in the fiscal year ending
April 30, 1996.
Research and development (R&D) expenses were approximately $194,000 higher in
fiscal year 1997 due to expenses incurred trying to develop new products. There
is no assurance that the R&D efforts will result in additional sales for the
Company.
In 1997, the emphasis of research and development was new product development.
Management believes that research and development expenses will continue at the
Page 4 of 39
<PAGE>
current levels in the future due to further new product development and
enhancements. The intent of the Company's research and development is twofold:
1) Develop new flowmeter products including for industries and applications for
which it has not historically provided products, and 2) Continue to lower
product cost and improve quality.
Effects of Environmental Regulations
Compliance with present federal, state and local regulations regarding the
discharge of materials into the environment or otherwise relating to the
protection of the environment should not have any material adverse effect on the
capital expenditures, earnings and competitive position of the Company. The
Company does not plan any capital expenditures for environmental control
facilities during the current and succeeding fiscal year.
Employees
At April 30, 1997, EMCO had 83 full-time employees, of which 8 are employed in
administrative duties, 9 in sales and marketing duties, 7 in research and
development and 59 in production, customer service and application engineering.
This compares with 72 full-time employees at April 30, 1996. The Company had 4
part time employees at April 30, 1997.
Foreign Sales
In fiscal year 1997, the Company had foreign sales of approximately $3,639,000,
or 36.7% of sales in fiscal year 1997, compared to approximately $2,420,000 or
27.9% of sales in fiscal year 1996. The increase of sales for fiscal year 1997
in Europe is due primarily to one major project which accounted for
approximately $800,000 in sales. The growth in Asia and Other is due to higher
activity, rather than a single large project. The breakdown of foreign sales
for fiscal years 1997 and 1996, in dollars and percent of total sales are:
<TABLE>
FY 1997 FY 1996
<S> <C> <C> <C> <C>
Europe $2,429,000 24.5% $1,579,000 18.2%
Asia 544,000 5.5% 306,000 3.5%
Other 666,000 6.7% 535,000 6.2%
</TABLE>
All foreign sales are exports from domestic operations.
ITEM 2. PROPERTIES
The Company maintains its executive offices and factory at 600 Diagonal Highway,
Longmont, Colorado in a 44,800 square foot brick, concrete and cinder block
facility. The purchase of this facility by the Company was financed through the
sale of tax exempt industrial development revenue bonds in 1981. The bonds were
paid off in their entirety during fiscal year 1997.
In Management's opinion, the current executive offices and factory space are
more than adequate for the Company's current operations and should provide
enough space through Fiscal Year 1998 or later. Management also believes the
building is in adequate condition for office and factory use, and will require
no substantial improvements through Fiscal Year 1998 or later.
ITEM 3. LEGAL PROCEEDINGS
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
Page 5 of 39
<PAGE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS
Market Information
The Company's common stock is traded over-the-counter and is quoted on the
NASDAQ National Market (Symbol EMCO). The table below represents the high and
low bid prices of the Company's common stock for its two most recent fiscal
years. Such prices reflect inter-dealer prices, without retail mark-up,
mark-down or commissions and may not necessarily represent actual transactions.
<TABLE>
Quarters Ended in Fiscal Year 1997
07/31/96 10/31/96 01/31/97 04/30/97
<S> <C> <C> <C> <C>
High $3.38 $3.25 $4.00 $4.13
Low $2.88 $2.75 $2.75 $3.31
</TABLE>
<TABLE>
Quarters Ended in Fiscal Year 1996
07/31/95 10/31/95 01/31/96 04/30/96
<S> <C> <C> <C> <C>
High $2.63 $2.81 $3.13 $3.63
Low $2.19 $2.06 $2.31 $2.81
</TABLE>
Approximate Number of Holders of Common Stock
The number of holders of record of the Company's common stock as of June 25,
1997, was 540.
Company Dividend Policy Disclosure
The Company has never paid cash dividends on its common stock and currently
has no plans to do so in the foreseeable future. The Company has no
restrictions on the ability to pay dividends.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Certain oral and written statements of management of the Company included in
the Form 10-KSB and elsewhere may contain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934, which are intended to be covered by the
safe harbors created thereby. These statements include the plans and
objectives of management for future operations. The forward-looking
statements included herein and elsewhere are based on current expectations and
involve judgments which are difficult or impossible to predict accurately and
many of which are beyond the control of the Company. Although the Company
believes that the assumptions underlying the forward-looking statements are
reasonable, any of the assumptions could be inaccurate and, therefore, there
can be no assurance that the forward-looking statements will prove to be
accurate. In light of the significant uncertainties inherent in the forward-
looking statements, the inclusion of such information should not be regarded
as representation by the Company or any other person that the objectives and
plans of the Company will be achieved.
Page 6 of 39
<PAGE>
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION:
Liquidity, Capital Resources and Cash Flows
Net working capital decreased approximately $250,000 during the fiscal year
ended April 30, 1997, primarily due to higher accounts payable, and higher
current maturities of long-term debt. The working capital ratio for fiscal
year 1997 decreased to 3.1 from 3.9 the previous fiscal year.
The Company does not have any lines of credit with any lenders. Currently the
Company pays approximately $9,000 (principal and interest) a month to pay off
the loans from a stockholder. The loans from a stockholder mature in April
1997, at that time the Company expects the stockholder to convert the $353,790
loans into 345,766 shares of EMCO common stock. The Company expects to make
the payments out of normal operating cash flow.
As indicated by the financial statements, the Company's short-term borrowings,
leases, and loans from stockholder have decreased from approximately $556,000
at April 30, 1996, to approximately $418,000 at April 30, 1997. The Company
uses excess cash to invest in high grade securities until the cash is needed
for operations. As of April 30, 1997, the Company has invested approximately
$905,000 in high grade investment securities.
Cash and cash equivalents increased approximately $15,000, due to management's
desire to fund future capital expenditures out of operations. Management
believes it has adequate cash to support operations. This belief is supported
by the fact that positive cash flow from operating activities of approximately
$870,000 were offset by investing activities of approximately $777,000, and
debt and lease obligations of approximately $78,000. The Company will
continue to manage cash in order to support operations.
Net accounts receivable increased by approximately $245,000, due to higher
sales volume. Collections of accounts receivable increased significantly and
are reflected by the 5.5 day decrease of the Company's Days Sales Outstanding
(DSO) from 59.7 days to 54.1 days in fiscal years 1996 and 1997, respectively.
Short-term investments increased approximately $197,000 due to the Company
selling the investment in common stock of Marcum Natural Gas Services, Inc.
during the year and investing the proceeds in more liquid investments. The
impact of recording investments at market value decreased the cost by
approximately $50,000.
Inventories decreased approximately $318,000, and the inventory turn ratio
increased from 1.45 in 1996 to 2.03 in 1997. The decrease in inventory is due
primarily to greater inventory usage; the result of sales being approximately
$1,244,000 higher.
Income taxes receivable of approximately $161,000 are the result of payments
of estimated taxes and capital loss carrybacks.
Accounts payable increased approximately $151,000 due to higher material
purchases resulting from higher sales volume.
The Company does not have any material commitments for capital expenditures.
All proposed capital expenditures can be financed from the Company's cash
flow.
Page 7 of 39
<PAGE>
Net working capital and the working capital ratio for the last two fiscal
years were:
<TABLE>
As of April 30
1997 1996
<S> <C> <C>
Working capital $3,191,593 $3,441,931
Working capital ratio 3.3 3.9
</TABLE>
Material changes in cash flows are summarized as follows:
<TABLE>
As of April 30
1997 1996
<S> <C> <C>
Net cash provided by
operating activities $869,635 $582,783
Net cash (used in)
investing activities ($776,961) ($173,219)
Net cash (used in)
financing activities ($77,558) ($189,026)
Net increase in cash
and cash equivalents $15,116 $220,538
</TABLE>
Management believes EMCO will enjoy improved results in the future. The basis
of management's belief is that the Company has a strong foundation upon which
to grow. The Company has accomplished the following:
A. The Company introduced a new commercial water flowmeter in March
1997. The product is currently at the beginning of the sales
cycle, and no significant revenues have been recognized to date.
B. The Company will continue to conduct R&D activity for new
products to be introduced in coming years. There is no
assurance that the R&D activity will result in additional sales
for the Company. The Company will also emphasize value
engineering to sustain margin despite increasing price
competition.
C. The Company continues to make improvements in overall production
efficiency; through increased investments in equipment. The
Company is now capable of greater production capacity at little
or no increased fixed cost. All equipment purchases were paid
from the Company's cash flow.
D. The Company's balance sheet remains strong with the primary
emphasis on the elimination of debt. The significant reduction
in debt will reduce the amount of interest payments, which
management believes will directly improve profitability. The
Company also recognized approximately $78,000 in interest and
dividend income from investments during the fiscal year ended
April 30, 1997.
Management is not aware of any known trends, events or uncertainties that have
had, or are likely to have an impact on short-term or long-term liquidity of
the Company.
RESULTS OF OPERATIONS:
Sales Revenues
Sales revenues for the Company increased approximately $1,244,000 or 14.4% in
fiscal year 1997 as compared to fiscal year 1996. The primary reason for the
increase in sales was due to a large international project which resulted in
sales of approximately $800,000. Mag meter sales increased approximately
$497,000 over the previous year. The Mag market is the largest market where
EMCO meters are sold; higher market volume means more product sale
opportunities. The Company continues to place a high priority on product
quality and customer satisfaction. Management believes this emphasis will
have long-term positive impacts on sales. Finally, the Company continues to
make major investments in new product development, including the introduction
of a commercial water meter in March 1997. The water meter is in the
Page 8 of 39
<PAGE>
beginning of the sales cycle, and no significant revenues have been recognized
at this time. The Company will continue to maintain a healthy product
development program.
Net Income
In fiscal year 1997, the Company recognized net income of $271,792, as
compared to net income of $400,049 for fiscal year 1996. The decrease in
income in 1997 can be attributed to the following:
<TABLE>
1997 1996
<S> <C> <C>
Gross Margin on Sales $4,283,103 $3,813,683
Income from Operations $405,123 $485,643
Gain/(Loss) on Sale of Stock (79,865) 34,524
Royalty and other income 169,974 141,771
Interest Expense (39,246) (56,185)
Income tax provision (184,194) (205,704)
</TABLE>
The Company's decrease in net income in 1997 is due to the following reasons:
The gross margin on sales in 1997 was 43.2% as compared to 44.0% in 1996,
which is attributable to higher material, labor and overhead costs, offset by
lower warranty costs. Income from operations in 1997 are 4.1% compared to
5.6% in 1996. The lower income from operations is due to increased product
development costs. Gain/(Loss) on sale of stock is approximately $115,000
lower in fiscal year 1997, primarily due to losses from the sale of 152,000
shares of Marcum Natural Gas Services, Inc. common stock at a loss of
approximately $117,000. Royalty and other income is approximately $28,000
higher in fiscal year 1997. Interest expense decreased by approximately
$17,000 due to the reduction of corporate debt.
Gross Margins
Overall gross margins for the past two years are reflected as follows:
<TABLE>
As of April 30
1997 1996
<S> <C> <C>
Gross margin 43% 44%
</TABLE>
The decrease in gross margin from 1997 to 1996 was due to higher material
(1.1%) costs due to an unfavorable product mix, higher labor and overhead
(0.9%), partially offset by lower warranty costs (1.2%). Management believes
investments made in 1997 will make manufacturing more efficient in the future.
Selling Expense
The Company incurred the following selling expenses as a percent of sales:
<TABLE>
As of April 30
1997 1996
<S> <C> <C>
Selling expense 24% 24%
</TABLE>
Selling expense as a percent to sales remained relatively flat. The Company
increased expenses by approximately $364,000 due to increased volume, in-field
sales management and promotion of the new product line. Management in the
Page 9 of 39
<PAGE>
future will continue to promote the Company's products through increased in-
field sales management, advertising in trade journals, industry trade shows
and telemarketing.
General and Administrative
General and administrative expense for the Company as a percent of sales for
the past two years is as follows:
<TABLE>
As of April 30
1997 1996
<S> <C> <C>
General and administrative expense 9% 10%
</TABLE>
General and administrative expenses as a percent of sales in fiscal year 1997
were slightly lower than the prior year. Actual expenses were approximately
$8,000 lower in fiscal year 1997. Management intends in the future for
general and administration expenses not to increase as quickly as sales.
Research and Development
Research and development expense as a percent of the Company's sales over the
past two years is:
<TABLE>
As of April 30
1997 1996
<S> <C> <C>
Research and development expense 6% 5%
</TABLE>
Research and development expenses increased approximately $194,000 in 1997 due
to higher new product development activities. Management intends in the
future to continue product development activities; while continuing to perform
value engineering to lower the product cost and improve product quality.
There is no assurance that the new product development activities will result
in additional sales for the Company.
Gains/(Losses) on Sale/Exchange of Stock
The Company recognized losses from the sale of stock in fiscal year 1997 from
the following activities: 1) Loss on the sale of 154,000 shares of Marcum
Natural Gas Services, Inc. (MGAS) common stock of approximately $117,000; 2)
Gain on sales of high grade investments of approximately $37,000. In fiscal
year 1996, the Company recognized gains on sales of high grade investments of
approximately $30,000 and gain on the sale of 50,000 shares of MGAS common
stock of $5,000.
Page 10 of 39
<PAGE>
Interest Rates
The outstanding borrowed amounts, the interest expense, and the effective
interest rates, are shown below for the past two years:
<TABLE>
As of April 30
1997 1996
<S> <C> <C>
Amount Borrowed $418,382 $555,940
Interest Expense $37,813 $56,214
Interest Rates 7.8% 8.4%
</TABLE>
The borrowed amounts have decreased due to paying off debt. The interest
rate is lower in fiscal year 1997 because the mortgage on the building with
higher interest rates were paid off. Management believes the Company's
interest rates in the future will continue to stay at the same relative rate.
The loan will mature at the end of fiscal year 1998. Management expects the
stockholder to convert the $353,790 loan balance into 345,766 shares of EMCO
common stock.
Income Taxes
Income taxes as a percentage of pre-tax income are depicted below:
<TABLE>
As of April 30
1997 1996
<S> <C> <C>
Income tax expense 40% 34%
</TABLE>
The reasons income taxes have varied are shown in Note 6 of the Notes to
Financial Statements.
Page 11 of 39
<PAGE>
Trends
Most of the Company's sales (approximately 63%) are generated in the United
States. Therefore, the health of the U.S. economy has a significant impact on
the Company. However, the Company has such a small share of the total market
currently that management believes the Company can continue to grow despite
the fluctuations in the domestic economy. While the Company generates
approximately 37% of sales internationally, management believes that the
Danfoss marketing agreement (in which Danfoss markets and distributes the
Company's Vortex PhD flowmeter in Europe and around the world), along with
continued sales emphasis in developing nations, will cause international sales
to increase beyond the current 37% in the near future.
The Company has a diverse product mix. Therefore, it is unlikely that any
single competitor can have a decidedly negative impact on EMCO. The Company
is able to address a number of different markets with a variety of products
and technologies. Therefore, the Company's product market risk is also lower
than many companies.
The Company has developed a new product line for the commercial water market.
Sales of the new product are at the beginning of the sales cycle, and no
significant revenues have been recognized to date.
The Company will continue to devote resources to new product development.
However, there are no assurances that the new product development costs will
result in additional sales for the Company.
Finally, the Company has eliminated bank debt altogether and will be out of
debt by the end of fiscal year 1998. As such, management feels relatively
insulated from any developments which might impact capital markets.
The Company does not anticipate any events to cause material changes in the
revenue/cost relationship in the foreseeable future.
Page 12 of 39
<PAGE>
ITEM 8. FINANCIAL STATEMENTS
The following financial statements of Engineering Measurements Company are
found on Pages 15 through 28.
Page
Report of Independent Certified Public Accountants 14
Balance Sheets-April 30, 1997 and 1996 15,16
Statements of Operations-Years Ended
April 30, 1997, and 1996 17
Statements of Changes in Stockholders'
Equity-Years Ended April 30, 1997, and 1996 18
Statements of Cash Flows-Years Ended
April 30, 1997, and 1996 19
Notes to Financial Statements 20-29
Page 13 of 39
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors
of Engineering Measurements Company
We have audited the accompanying balance sheets of Engineering Measurements
Company (a Colorado corporation) as of April 30, 1997 and 1996, and the related
statements of income, stockholders' equity and cash flows for each of 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 Engineering Measurements
Company as of April 30, 1997 and 1996, and the results of its operations and its
cash flows for each of the years then ended, in conformity with generally
accepted accounting principles.
/s/ GRANT THORNTON LLP
GRANT THORNTON LLP
Denver, Colorado
June 13, 1997
Page 14 of 39
<PAGE>
<TABLE>
ENGINEERING MEASUREMENTS COMPANY
BALANCE SHEETS
ASSETS
April 30,
1997 1996
<S> <C> <C>
Current assets:
Cash and cash equivalents $547,837 $532,721
Accounts receivable, net of allowance
for doubtful accounts and allowance for
sales returns of $61,104 April 30, 1997
and $101,979 at April 30, 1996 1,557,566 1,313,033
Short-term investments 904,724 708,042
Inventories 1,256,597 1,574,547
Prepaid expenses 23,845 75,892
Income taxes receivable 160,848 --
Other receivables 62,602 50,141
Deferred income taxes 224,342 380,969
--------- ---------
Total current assets 4,738,361 4,635,345
--------- ---------
Property and equipment, at cost:
Land 568,940 568,940
Building & improvements 1,619,595 1,627,634
Vehicles 22,196 16,791
Machinery and equipment 3,106,342 2,741,535
Office furniture and fixtures 950,271 990,787
--------- ---------
6,267,344 5,945,687
Less accumulated depreciation (3,981,412) (4,032,724)
--------- ---------
Net property and equipment 2,285,932 1,912,963
--------- ---------
Other 109,335 90,237
Investment in common stock of Marcum
Natural Gas Services, Inc. 0 197,312
--------- ---------
Total other assets 109,335 287,549
--------- ---------
TOTAL ASSETS: $7,133,628 $6,835,857
========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
Page 15 of 39
<PAGE>
<TABLE>
ENGINEERING MEASUREMENTS COMPANY
BALANCE SHEETS - CONTINUED
LIABILITIES AND STOCKHOLDERS' EQUITY
April 30,
1997 1996
<S> <C> <C>
Current liabilities:
Current portion of long-term debt $418,382 $137,558
Accounts payable 612,538 462,332
Accrued liabilities 515,848 593,524
--------- ---------
Total current liabilities 1,546,768 1,193,414
--------- ---------
Long-term liabilities:
Loans from stockholder less current maturities 0 418,382
Deferred income taxes 188,100 183,100
--------- ---------
Total long-term liabilities 188,100 601,482
--------- ---------
Stockholders' equity:
Common stock, $.01 par value;
5,000,000 shares authorized;
2,988,452 shares issued at April 30, 1997,
2,943,452 shares issued at April 30, 1996,
2,798,052 shares outstanding at April 30, 1997,
2,753,052 shares outstanding at April 30, 1996 29,885 29,435
Capital in excess of par value 2,047,877 1,988,327
Unrealized holding losses, net of taxes (30,409) (56,416)
Retained earnings 3,981,106 3,709,314
Treasury stock at cost; 190,400 shares at
April 30, 1997 and April 30, 1996 (629,699) (629,699)
--------- ---------
Total stockholders' equity 5,398,760 5,040,961
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY: $7,133,628 $6,835,857
========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
Page 16 of 39
<PAGE>
<TABLE>
ENGINEERING MEASUREMENTS COMPANY
STATEMENTS OF OPERATIONS
Year Ended April 30,
1997 1996
<S> <C> <C>
Sales $9,910,047 $8,665,808
Cost of sales 5,626,944 4,852,125
---------- ----------
Gross margin on sales 4,283,103 3,813,683
---------- ----------
Operating expenses:
Selling 2,404,919 2,040,468
General and administrative 852,130 860,540
Research and development 620,931 427,032
---------- ----------
Total operating expenses 3,877,980 3,328,040
---------- ----------
Income from operations 405,123 485,643
---------- ----------
Other income/(expense):
Gain/(loss) on sale of stock (79,865) 34,524
Interest expense (39,246) (56,185)
Royalty and other income 169,974 141,771
---------- ----------
Total other income 50,863 120,110
Income from operations before income taxes 455,986 605,753
Income tax provision 184,194 205,704
---------- ----------
Net income $271,792 $400,049
========== ==========
Net earnings per share $0.10 $0.15
Net earnings per share on a fully
diluted basis $0.09 $0.13
===== =====
Weighted average number of
shares outstanding 2,774,719 2,741,385
========= =========
</TABLE>
The accompanying notes are an integral part of these statements.
Page 17 of 39
<PAGE>
<TABLE>
ENGINEERING MEASUREMENTS COMPANY
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<CAPTION>
Capital in Unrealized
Common Stock excess of Holding Retained Treasury
Shares Par Value Par value Losses Earnings Stock
<S> <C> <C> <C> <C> <C> <C>
Balance at May 1, 1995 2,923,452 $29,235 $1,956,927 $(18,555) $3,309,265 $(629,699)
Net income 400,049
Stock Options
Exercised 20,000 200 31,400
Unrealized holding losses,
net of tax (37,861)
--------- ------- ---------- --------- --------- ---------
Balance at April 30, 1996 2,943,452 29,435 1,988,327 (56,416) 3,709,314 (629,699)
Net income 271,792
Stock Options
Exercised 45,000 450 59,550
Unrealized holding gains,
net of tax 26,007
--------- ------- ---------- --------- --------- ---------
Balance at April 30, 1997 2,988,452 $29,885 $2,047,877 $(30,409) $3,981,106 $(629,699)
========= ======= ========== ========= ========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
Page 18 of 39
<PAGE>
<TABLE>
ENGINEERING MEASUREMENTS COMPANY
STATEMENTS OF CASH FLOWS
<CAPTION>
INCREASE/(DECREASE) IN CASH
Year Ended April 30,
Cash flows from operating activities: 1997 1996
<S> <C> <C>
Net income $271,792 $400,049
Adjustments to reconcile net income to
net cash provided by operating activities--
Depreciation and amortization 348,739 311,955
Deferred tax provision/(benefit) 145,000 96,306
Provision for doubtful accounts (40,876) (60,226)
(Gain)/Loss on sales of investments 79,865 (34,524)
Gain on disposal of assets (446) -
Changes in assets and liabilities-
Receivables (203,657) 36,553
Inventories 317,950 (95,163)
Income taxes receivable and prepaid expenses (108,801) (41,596)
Accounts payable and accrued liabilities 72,530 (30,571)
-------- --------
Net cash provided by operating activities 869,635 582,783
-------- --------
Cash flows from investing activities:
Capital expenditures, net (705,028) (305,311)
Expenditures for intangible assets (38,129) (36,684)
Investment purchases (1,365,254) (236,721)
Proceeds from sale of investments 1,328,652 405,497
Proceeds from sale of fixed assets 2,798 -
---------- --------
Net cash provided by/(used) in
investing activities (776,961) (173,219)
-------- --------
Cash flows from financing activities:
Payments of long and short term debt (126,020) (203,797)
Proceeds from exercise of stock options 60,000 31,600
Principal payment under capital lease
obligations (11,538) (16,829)
-------- --------
Net cash used in financing activities (77,558) (189,026)
-------- --------
Net increase/(decrease) in cash and cash
equivalents 15,116 220,538
Cash and cash equivalents at beginning of
period 532,721 312,183
-------- --------
Cash and cash equivalents at end of period $547,837 $532,721
======== ========
Supplemental disclosure of cash flow information:
Cash paid during period for--
Interest $39,848 $56,185
Income taxes 347,495 24,084
</TABLE>
The accompanying notes are an integral part of these statements.
Page 19 of 39
<PAGE>
ENGINEERING MEASUREMENTS COMPANY
Notes to Financial Statements
1. Organization and Business
Engineering Measurements Company (EMCO or the Company) designs, manufactures,
and markets electronic and electro-mechanical instruments (flowmeters) for
measuring the flow of liquids, steam and gases. The Company sells products for
energy utility flow measurement (particularly steam metering), but it also has
products capable of measuring most types of process fluids, as well as fuel oils
and natural gas. Utilizing a network of distributors and commissioned sales
representatives, the Company markets flowmeters worldwide. (See Note 7 to the
Financial Statements).
2. Summary of Significant Accounting Policies
Principles of Consolidation
For the fiscal year ended April 30, 1996, the financial statements include the
accounts of the company and its wholly owned subsidiary General Metrology
Corporation. All significant intercompany accounts and transactions have been
eliminated in consolidation. General Metrology Corporation was liquidated
during fiscal year 1997. Therefore, the financial statements for the fiscal year
ended April 30, 1997, are not consolidated.
Inventories
Inventories are stated at the lower of cost or market determined by the
first-in, first-out method.
Investments
Investments in debt and qualifying equity securities are classified as either
held-to-maturity, trading or available-for-sale. Held-to-maturity investments
are debt securities that the Company has the positive intent and ability to hold
to maturity. These investments are recorded at amortized cost. Debt and equity
securities purchased for the purpose of resale in the near term are classified
as trading investments and are recorded at fair value. Unrealized gains or
losses on these investments are included in earnings of the current period.
Other debt and equity securities that are not categorized as held-to-maturity or
trading are classified as available-for-sale and reported at fair value.
Unrealized gains or losses on these securities are reported as a separate
component of stockholders' equity, net of applicable income tax expense or
benefit. All of the debt and qualifying equity securities of the company are
considered available-for-sale.
Depreciation and Amortization
Depreciation of property and equipment is provided on the straight-line method
over the following estimated useful lives:
<TABLE>
<S> <C>
Building and improvements 10-25 years
Vehicles 3-8 years
Machinery and equipment 5-8 years
Office furniture and fixtures 4-8 years
</TABLE>
Warranty
An estimated liability for warranty costs, based on Management's estimate of
future warranty costs, is recorded in the year in which sales are made.
Page 20 of 39
<PAGE>
Earnings Per Share
Earnings per share is computed by dividing net income by the weighted average
number of shares outstanding during the period. Pursuant to the terms of a loan
agreement, a stockholder may convert up to $353,790 in principal and accrued
interest into 345,766 shares of common stock at an average price of $1.02 per
share. Also during fiscal year 1997, there were a total of 215,275 shares
outstanding under the Company's stock option plans. Any dillutive effect of the
outstanding options and conversion right to purchase the 561,041 shares as of
April 30, 1997 is reflected in the financial statements.
The FASB issued Statements of Financial Accounting Standards (SFAS) 128,
Earnings per Share, which will be effective for periods ending after December
15, 1997. Early application is not permitted. Had SFAS 128 been adopted, the
following table illustrates the Basic and Diluted EPS for fiscal year 1997:
<TABLE>
<CAPTION>
For the Year Ended April 30, 1997
Income Shares Per-Share
(Numerator) (Denominator) Amount
<S> <C> <C> <C>
Net Income $271,792
========
Basic EPS
Net Income available to common
stockholders $271,792 2,774,719 $0.10
Effective of Dilutive Securities
Options and convertible debt 23,057 267,456
-------- ---------
Diluted EPS
Income available to stockholders plus
assumed conversions $294,849 3,042,175 $0.09
======== ========= =====
</TABLE>
Options to purchase 20,000 shares of common stock at $3.75 per share were
outstanding during the year. They were not included in the computation of
diluted EPS because the options' exercise price was greater than the average
market price of the common shares. The options which expire on April 1, 2002,
were still outstanding at April 30, 1997.
Cash Equivalents
For purpose of the statements of cash flows, the Company considers all highly
liquid cash investments with original maturity dates of three months or less
to be cash equivalents.
Reclassifications
Certain reclassifications have been made to conform prior year's information
with the current year presentation.
Use of Estimates
In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the 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.
3. Investments
The Company classifies debt and equity securities as available-for-sale
securities. Available-for-sale securities are measured at fair value, with net
unrealized gains and losses reported in equity.
Page 21 of 39
<PAGE>
The amortized cost, unrealized gains and losses, and fair values of the
Company's available-for-sale securities held at April 30, 1996 and 1997 are
amortized as follows:
<TABLE>
<CAPTION>
Gross Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
<S> <C> <C> <C> <C>
Available-for-sale securities
Equity securities $763,665 $57,640 $706,025
Debt securities 234,174 34,845 199,329
-------- ------- --------
April 30, 1996 $997,839 $92,485 $905,354
======== ======= ========
Available-for-sale securities
Equity securities $225,590 $7,221 $218,369
Debt securities 728,985 42,630 686,355
-------- ------- --------
April 30, 1997 $954,575 $49,851 $904,724
======== ======= ========
</TABLE>
The following table lists the maturities of debt securities held at April 30,
1997 classified as available-for sale:
<TABLE>
<CAPTION>
Estimated
Amortized Fair
Cost Value
<S> <C> <C>
Due in one year or less $264,050 $265,967
Due after one year through five years 464,935 420,388
-------- --------
$728,985 $686,355
======== ========
</TABLE>
Proceeds on sales of securities classified as available-for-sale were $1,328,652
in fiscal year 1997, compared to $405,497 for fiscal year 1996. Gains of
$78,052 and losses of $157,917 were realized on these sales for 1997, and
$63,092 in gains and $28,568 in losses for 1996. The Company uses the specific
identification method to determine cost of securities sold.
During fiscal year 1997, the Company sold all of its 154,000 shares of Marcum
Natural Gas Services, Inc. (MGAS) stock, which resulted in a loss of
approximately $117,000. The market value of the MGAS common stock was
approximately $197,000 at April 30, 1996. During fiscal year 1996, the Company
sold 50,000 shares of Marcum Natural Gas Services, Inc. (MGAS) stock, which
resulted in a gain of approximately $5,000. At April 30, 1996, the Company held
154,000 shares of MGAS common stock at a cost of $234,624.
Page 22 of 39
<PAGE>
4. Inventories
<TABLE>
Inventories are as follows:
<CAPTION>
April 30
1997 1996
<S> <C> <C>
Raw material and work-in-process $1,081,823 $1,272,573
Finished goods 174,774 301,974
---------- ----------
$1,256,597 $1,574,547
========== ==========
</TABLE>
5. Long-term debt
<TABLE>
<CAPTION>
Long-term debt consists of the following: April 30
1997 1996
<S> <C> <C>
Loans from Charles E. Miller, an
officer, director and stockholder
of the Company:
Prime plus 2% note (a) $298,664 $348,982
Prime plus 2% note (b) 119,718 139,864
Industrial revenue bonds (c) 0 55,556
-------- --------
418,382 544,402
Obligations under capital leases 0 11,538
-------- --------
Total $418,382 $555,940
======== ========
</TABLE>
(a) The note is collateralized by inventory, accounts and notes receivable and
fixed assets. In addition, up to 40% of the loan advances can be converted into
the Company's common stock at the option of the note holder. The conversion
prices are at 75% of the bid price for the Company's common stock on the date of
each advance under the loan agreement and range from $.61 to $2.25 per share. At
April 30, 1997, $252,538 of the loan could be converted into 280,674 shares of
common stock. While the note has been a demand note, the stockholder has
requested payment of the nonconvertible 60% portion of the note over a five year
period ending April 1998 resulting in monthly principal payments of $4,193 plus
interest on the outstanding balance. The 40% convertible portion is due
April 1998.
(b) The note is collateralized by inventory, accounts and notes receivable and
fixed assets. Up to 40% of the loan advances can be converted into the
Company's common stock at the option of the note holder. The conversion prices
are at 100% of the bid price for the Company's common stock on the date of each
advance under the loan agreement and range from $1.38 to $2.13 per share. At
April 30, 1997, $101,252 of the loan could be converted into 65,092 shares of
common stock through 1998. The nonconvertible 60% portion of the note is due
over a five year period ending April 1998 resulting in monthly principal
payments of $1,679 plus accrued interest on the outstanding balance. The 40%
convertible portion is due April 1998.
(c) These bonds were payable at 70% of prime rate with a maximum of 15% and a
minimum of 9%, collateralized by real estate, inventory, accounts receivable and
equipment. They were payable at $11,111 per month until October 1, 1996, when
the balance was paid. In August 1992, Mr. Miller purchased these bonds from an
unrelated third party. The prime rate at April 30, 1997, was 8.50%.
Page 23 of 39
<PAGE>
The following is a schedule of annual maturities of long-term debt.
Year Ending April 30
1998 $418,382
========
6. Income Taxes
The Company accounts for income taxes under the liability method. Deferred
taxes are provided based upon the tax rate at which items of income and expense
are expected to be settled in the Company's tax return.
The following is a summary of the provision for income taxes:
<TABLE>
<CAPTION>
Year Ended April 30
1997 1996
<S> <C> <C>
Current provision (benefit)
Federal $34,873 $130,200
State 4,694 (20,802)
------- --------
$39,567 $109,398
Deferred provision (benefit)
Federal $126,127 $92,000
State 18,500 4,306
-------- -------
$144,627 $96,306
======== =======
Total provision (benefit)
Federal $161,000 $222,200
State 23,194 (16,496)
-------- --------
$184,194 $205,704
======== ========
</TABLE>
Page 24 of 39
<PAGE>
The provision for income taxes differs from the amount determined by applying
the statutory rate to income before taxes, due to the following reasons:
<TABLE>
<CAPTION>
Year Ended
April 30
1997 1996
<S> <C> <C>
Income taxes at statutory rate $178,000 $236,000
Change in estimate of state
income taxes - (41,000)
Other 6,194 10,704
-------- --------
Income tax expense $184,194 $205,704
======== ========
</TABLE>
<TABLE>
Components of deferred tax assets and liabilities.
<CAPTION>
April 30,
1997 1996
<S> <C> <C>
Assets
Reserve for bad debt $24,000 $40,000
Inventory cost capitalization 11,000 54,000
Reserve for obsolete inventory 85,000 83,000
Book basis of stock less than
tax basis - 112,000
Accrued compensation 15,000 9,000
Investments stated at market 19,000 36,000
Reserve for warranty costs 16,000 16,000
Vacation accrual 43,000 30,969
Other 11,342 -
------- -------
$224,342 $380,969
Liabilities
Accelerated depreciation (188,100) (183,100)
------- -------
Net Asset $36,242 $197,869
======= ========
</TABLE>
<TABLE>
<CAPTION>
Included in the Company's balance sheets as follows:
April 30,
1997 1996
<S> <C> <C>
Current assets $224,342 $380,969
Long-term liabilities (188,100) (183,100)
-------- --------
Net Asset $36,242 $197,869
======== ========
</TABLE>
Page 25 of 39
<PAGE>
7. Foreign Sales
The Company had foreign sales of 36.7% and 27.9% of total sales in the fiscal
years ended April 30, 1997 and 1996 respectively. The breakdown of foreign sales
for fiscal years 1997 and 1996, in dollars and percent of total sales are:
<TABLE>
<CAPTION>
FY 1997 FY1996
<S> <C> <C> <C> <C>
Europe $2,429,000 24.5% $1,579,000 18.2%
Asia 544,000 5.5% 306,000 3.5%
Other 666,000 6.7% 535,000 6.2%
</TABLE>
8. Stock Option Plans
The 1991 Nonemployee Director Stock Plan authorized 200,000 shares, while the
1991 Incentive Plan authorized 600,000 shares.
<TABLE>
A summary of stock option transactions follows:
<CAPTION>
1997 1996
Weighted Weighted
average average
exercise exercise
Shares price Shares price
<S> <C> <C> <C> <C>
Options
outstanding
May 1, 197,275 $2.48 207,275 $2.39
Granted 63,000 $3.32 12,500 $2.53
Canceled 0 (2,500) $2.63
Exercised (45,000) $1.33 (20,000) $1.58
Options ------- -------
outstanding
April 30, 215,275 $2.96 197,275 $2.48
======= =======
</TABLE>
Weighted average fair value of options granted during the year ended April 30,
1997 and April 30, 1996 is $ 1.17 and $ 0.73 per share respectively.
Page 26 of 39
<PAGE>
<TABLE>
The following information applies to options outstanding at April 30, 1997:
<CAPTION>
Options Outstanding Options Exercisable
Weighted
average Weighted Weighted
remaining average average
Number contractual exercise Number exercise
outstanding life(years) price exercisable price
<S> <C> <C> <C> <C> <C>
Range of
exercise prices
$1.00 - $1.50 8,000 0.66 $1.00 8,000 $1.00
$1.51 - $2.27 33,230 0.93 $1.92 33,230 $1.92
$2.28 - $3.42 154,045 3.03 $3.18 114,045 $3.12
$3.43 - $3.75 20,000 4.92 $3.75 20,000 $3.75
------- -------
215,275 175,275
======= =======
</TABLE>
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation", encourages, but does not require companies to record compensation
cost for stock-based employee compensation plans at fair value. The company has
chosen to continue to account for stock-based compensation using the intrinsic
value method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees", and related interpretations.
Accordingly, compensation cost for stock options is measured as the excess, if
any, of the quoted market price of the Company's stock at the date of grant over
the amount an employee must pay to acquire the stock.
Had compensation cost for the plan been determined based on the fair value of
the options at the grant dates consistent with the method of SFAS No. 123, the
Company's net earnings and earnings per share would have been:
<TABLE>
1997 1996
<S> <C> <C>
Net income
As reported 271,792 400,049
Pro forma 197,778 393,582
Primary earnings per share
As reported $0.10 $0.15
Pro forma $0.07 $0.14
</TABLE>
These pro forma amounts may not be representative of future disclosures because
they do not take into effect pro forma compensation expense related to grants
made before the fiscal year ended April 30, 1996. In addition, potential
deferred tax benefits of approximately $29,606 in 1997 and $3,525 in 1996 have
not been reflected in the pro forma amounts due to the uncertainty of realizing
any benefit. The fair value of these options was estimated at the date of grant
using the Black-Scholes option-pricing model with the following weighted average
assumptions for 1997 and 1996:
<TABLE>
<S> <C>
Expected life (years) 3.801
Risk-free interest rate 5.500%
Volatility 34.680%
</TABLE>
Page 27 of 39
<PAGE>
The Black Scholes option valuation model was developed for use in estimating the
fair value of traded options which have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its employee stock options.
In addition to the above, at April 30, 1997 pursuant to the terms of the loans
from a stockholder, a portion of the loans and accrued interest could be
converted to a total of 345,766 shares of common stock. (See Note 5)
9. Related Party Transactions
Charles E. Miller, the Chairman and Chief Executive Officer of the Company,
resigned as a director of MGAS in the fiscal year ended April 30, 1997. The
154,000 shares of MGAS common stock which were sold by the Company represented
approximately 2% of MGAS's outstanding common stock.
On June 11, 1991, DVCO, Inc. ("DVCO"), a wholly owned subsidiary of MGAS
entered into a Sale and License Agreement with EMCO. Pursuant to that
agreement, DVCO acquired the compressed natural gas (CNG) Dispenser and certain
licenses to the underlying digital valve technology from EMCO.
EMCO and DVCO also entered into a Manufacturing and Lease Agreement, pursuant to
which EMCO agreed to manufacture the digital valve (a key component of the CNG
Dispenser) for up to 25 CNG Dispensers for DVCO. The agreement has been amended
and renewed by the parties for additional digital valves, and may be renewed in
the future by mutual agreement. Sales from the Company to DVCO was
approximately $29,000 for the fiscal year ending 1997 and $61,000 for the fiscal
year ending April 30, 1996. The Company recorded $50,000 royalty income from
DVCO in fiscal year ending 1997 and $50,000 in fiscal year ending 1996. The
royalty agreement expired April 30, 1997.
10. Employee Benefit Plan
The Company implemented a 401(k) Retirement Plan in July 1993. Employees may
join the plan after one year of service, providing they are 21 years or older.
The Company has a 5 year vesting schedule on the plan. The Company match for
the fiscal years ending 1997 and 1996 was $15,857 and $12,425 respectively.
11. Major Customer
The Company sells a significant portion of its product to one customer. During
fiscal years 1997 and 1996, sales to that customer aggregated $974,450 and
$933,361, respectively.
12. Fair Market Value of Financial Instruments
Estimated fair value of financial instruments held for purposes other than
trading are as follows as of April 30:
<TABLE>
<CAPTION>
1997 1996
Carrying Fair Carrying Fair
Value Value Value Value
<S> <C> <C> <C> <C>
Cash and cash equivalents $547,837 $547,837 $532,721 $532,721
Short-term investments 904,724 904,724 708,042 708,042
Investment in common
stock of MGAS 0 0 197,312 197,312
</TABLE>
Page 28 of 39
<PAGE>
The following methods and assumptions were used to estimate the fair market
value of each class of financial instruments for which it is practicable to
estimate that value.
Cash and Cash Equivalents
The carrying amount approximates fair value because of the short maturity of
those instruments.
Short-term Investments/Investment in MGAS
Carrying amount materially approximates fair value because of the type of
these investments.
Loans from Stockholders
In the opinion of management, the fair value cannot be estimated due to the
related party nature and conversion privileges of the notes payable.
14. Fourth Quarter Adjustments
During the fourth quarter of the fiscal year ended April 30, 1997, the Company
made an adjustment to cost of sales for $115,000. This adjustment resulted from
the physical counts performed at April 30, 1997 and updating the Company's bill
of materials during the fourth quarter.
Also in the fourth quarter, the Company sold 154,000 shares of Marcum Natural
Gas Services, Inc. (MGAS) stock, which resulted in a loss of approximately
$117,000.
Page 29 of 39
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
Page 30 of 39
<PAGE>
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY; COMPLIANCE WITH SECTION
16(a) OF THE EXCHANGE ACT.
<TABLE>
<CAPTION>
The following table sets forth the name and age of each Director and Executive
Officer of the Company, indicating all positions and offices with the Company
presently held by him, and the period during which he has served as such:
Year Position, Date first held
Name of Elected and Principal Occupation
Director as
or Officer Age Director (For Past Five Years)
<S> <C> <C> <C>
Charles E. 59 1967 Chief Executive Officer, President, Director
Miller and Chairman of the Board, previously President from
1967 to 1987; Member of the Compensation, and
Non-Employee Director Stock Plan Committees.
Saeid 34 1995 Vice President of Sales and Marketing. Previously
Hosseini National Sales Manager, Product Line Manager, and
Manager of Applications Engineering. Employed by the
Company for more than five years prior to this report.
Ken 35 1997 Vice President of Operations. Previously Director
Teegardin of Manufacturing since February 1995. Employed in a
manufacturing management capacity at Johnson Yokogawa
Corporation, Newnan, Georgia, which is not an affiliate
of the Company, for more than five years prior to the
date of this report.
William A. 63 1978 Director, Member of the Audit and Compensation
Ringer Committees; President of Granville Phillips Company,
Boulder, Colorado, which is not an affiliate of the
Company. Employed by Granville Phillips in an
executive capacity for more than five years prior to
the date of this report.
Thomas G. 50 1995 Director, Member of the Incentive Plan Committee;
Miller CEO and physician of College Park Family Care Center
of Overland Park, Kansas, which is not an affiliate of
the Company. Employed by College Park Family Care
Center in an executive capacity for more than five
years prior to the date of this report.
Walter 69 1995 Director, Member of the Audit, Compensation, and
Kluck Incentive Plan Committees; CEO of Industrial
Representatives, Inc. of Clifton, New Jersey, which
is not an affiliate of the Company. Employed by
Industrial Representatives, Inc. in an executive
capacity for more than five years prior to the date
of this report.
</TABLE>
The Board of Directors has standing Audit, Compensation, and Incentive Plan
Committees. Mr. Ringer and Mr. Kluck constitute the members of the Audit
Committee, and Messrs. Charles Miller, Ringer, and Kluck serve on the
Compensation Committee. Mr. Kluck and Mr. Thomas Miller serve on the Incentive
Plan Committee. The Audit Committee reviews financial statements. The Audit
Committee met once during the fiscal year ending April 30, 1997. The
Compensation Committee meets informally as required to recommend to the Board of
Directors the compensation to be paid to the officers of the Company and to
recommend to the Board of Directors any other profit sharing and bonus issues
that may come before the Board of Directors. The Compensation Committee met
once during fiscal year 1997. The Incentive Plan Committee and the Non-Employee
Page 31 of 39
<PAGE>
Director Stock Plan Committee administer the respective Plans. Such Committees
did not meet formally during the last fiscal year.
The Board of Directors held four meetings during the fiscal year ending
April 30, 1997. All Directors attended all meetings.
All Directors hold office until the next annual meeting of the shareholders of
the Company or until their successors have been elected and qualified. Officers
serve at the discretion of the Board of Directors and are elected annually.
None of the Directors have been involved in any litigation or bankruptcy during
the past five years.
Charles E. Miller, Thomas G. Miller and David S. Miller are brothers.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than ten-percent shareholders are required by
SEC regulation to furnish the Company with the copies of all Section 16(a)
forms they file. Based solely on review of the copies of such forms furnished
to the Company, or written representations that no Forms 5 were required, the
Company believes that during the last fiscal year, all Section 16(a) filing
requirements applicable to its officers, directors and greater than ten-percent
beneficial owners were complied with. Except for Mr. Hosseini who filed late
on the exercise of 20,000 options.
Page 32 of 39
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth all cash compensation awarded to, earned by, or
paid to the Company's Officer for services in all capacities to the Company
during the fiscal year ended April 30, 1997:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Securities All
Name and Annual Restricted Underlying LTIP Other
Principal Compen- Stock Options/ Pay- Compen-
Position Year Salary($) Bonus($) sation($) Awards($) SAR's(#) outs($) sation($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Charles E. 1995 $86,874 0 0 0 10,875 0 $1,098
Miller, 1996 $121,644 $7,133 0 0 0 0 $1,217
CEO and 1997 $133,688 $2,651 0 0 10,000 0 $1,408
Chairman
of the Board
</TABLE>
Other Compensation for Mr. Miller reflects the matching portion of the
Company's 401K plan.
Page 33 of 39
<PAGE>
Option/SAR Grants in Last Fiscal Year
None.
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
(a) (b) (c) (d) (e)
Number of
Securities
Underlying Value of Unexercised
Unexercised In-the-Money
Options/SAR's Options/SAR's at
at FY-End (#) FY-End ($)
Shares
Acquired
Name On Exercise Value Exercisable/ Exercisable/
(#) Realized ($) Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Charles E. Miller 0 0 20,000/0 $45,000/$0
10,875/0 $6,743/$0
5,000/0 $4,350/$0
5,000/0 $1,250/$0
</TABLE>
Long-Term Incentive Plans - Awards in Last Fiscal Year
None.
Page 34 of 39
<PAGE>
Compensation of Directors
Directors who are not employees of the Company received an annual Director's
fee of $3,000. This fee is paid whether or not the Director attends meetings
of the Board and its Committees.
Under the 1988 Non-Statutory Stock Option Plan, options to purchase 40,000
shares were granted to directors, 20,000 shares each to William A. Ringer, and
Charles E. Miller, in fiscal year 1993 exercisable at $1.75 per share from
July 1, 1993 to December 31, 1997. Under the 1991 Non-Employee Director Stock
Plan, in fiscal year 1995 options to purchase 60,000 shares were granted,
20,000 each to William A. Ringer, Walter Kluck, and Thomas G. Miller,
exercisable at $3.40 per share from October 14, 1995 through October 14, 1998.
Employment Contracts and Termination of Employment and Change in Control
Arrangements. None
Reporting on Repricing of Options/SAR's. None
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth as of July 2, 1997, the number and percentage of
the Company's shares of Common Stock owned of record and beneficially by each
person owning more than five percent (5%) of such Common Stock and by all
individual directors and officers as a group:
<TABLE>
<CAPTION>
Name of Amount and Nature Percent
Title of Class Beneficial Owner of Ownership of Class
<S> <C> <C> <C> <C>
Common Stock Charles E. Miller 1,255,721 (1) 39.7
Common Stock William A. Ringer 98,900 (2) 3.5
Common Stock Saeid Hosseini 61,400 (3) 2.2
Common Stock David S. Miller 397,027 (4) 14.3
Common Stock Walter Kluck 22,750 (5) 0.8
Common Stock Thomas G. Miller 282,450 (6) 10.1
Common Stock Ken Teegardin 20,000 (7) 0.7
</TABLE>
All Directors and Officers as a Group
(Six Persons) 1,741,171 53.1
(1) Record and Beneficial; includes 869,080 shares of common stock owned
directly; an option to purchase 20,000 shares of common stock under the
1988 Non-statutory Stock Option Plan; an option to purchase 20,875
shares of common stock under the 1991 Incentive Plan; and the right to
convert a portion of a loan balance into 345,766 shares of common stock
pursuant to loan agreements (See Note 4 to the Consolidated Financial
Statements). Mr. Miller has sole voting and investing power on 857,080 of
the owned shares; the remaining 12,000 shares have shared voting and
investment power. Charles E. Miller's business address is 600 Diagonal
Highway, Longmont, CO 80501.
(2) Record and Beneficial; includes 78,900 shares of common stock owned
with sole voting and investment power; and an option to purchase 20,000
shares of common stock pursuant to the 1991 Non-Employee Director Stock
Plan. William A. Ringer's business address is 5675 Arapahoe Avenue,
Boulder, CO 80303.
Page 35 of 39
<PAGE>
(3) Record and Beneficial; includes 25,000 shares of common stock owned
with sole voting and investment power; and an option to purchase 36,400
shares of common stock under the 1991 Incentive Plan. Saeid Hosseini's
business address is 600 Diagonal Highway, Longmont, CO 80501.
(4) Record and Beneficial; includes 397,027 shares of common stock owned.
David Miller has sole voting and investment power for 379,432 of the
shares; the remaining 17,595 shares have shared voting and investment
power. David S. Miller's business address is 420 E. Armour,
N. Kansas City, MO 64166.
(5) Record and Beneficial; includes 2,750 shares of common stock owned with
sole voting and investment power; and an option to purchase 20,000
shares of common stock under the 1991 Non-Employee Director Stock Plan.
Walter Kluck's business address is P.O. Box 421, Clifton, NJ 07015.
(6) Record and Beneficial; includes 262,400 shares of common stock owned
directly; and an option to purchase 20,000 shares of common stock under
the 1991 Non-Employee Director Stock Plan. Thomas Miller has sole
voting and investment power for 259,400 owned shares; the remaining 3,000
shares have shared voting and investment powers. Thomas G. Miller's
business address is 11725 W. 112th St., Overland Park, KS 66210.
(7) Record and Beneficial; includes an option to purchase 20,000 shares of
common stock under the 1991 Incentive Plan. Ken Teegardin's business
address is 600 Diagonal Highway, Longmont, CO 80501.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The related party transactions between the Company and Marcum Natural Gas are
set forth in Item 1 of this Form 10-KSB. Other related party transactions
include the sales from the Company to DVCO of approximately $29,000 in fiscal
year ended April 30, 1997 and $61,000 in fiscal year ended April 30, 1996.
The Company also recognized $50,000 of royalty income from DVCO during fiscal
year ended April 30, 1997 and $50,000 for fiscal year 1996. The royalty
agreement expired April 30, 1997.
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(A) Exhibits
Exhibit
No. Item
3 Articles of Incorporation and By-laws filed as Exhibits 2.1 and 2.2,
respectively, to Registrant's Registration No. 2-69601 filed with the
Commission and hereby incorporated by reference.
3-1 Articles of amendment to Articles of Incorporation as filed as Exhibit
3-1 to Registrant's 10-K for the fiscal year ended April 30, 1988 filed
with the commission and hereby incorporated by reference.
10-1 Loan agreement between the Registrant and the Colorado National Bank of
Denver, dated September 1, 1989, filed as Exhibit 10-2 to Registrant's
10-K for the year ended April 30, 1990 filed with the Commission and
hereby incorporated by reference.
Page 36 of 39
<PAGE>
10-2 Financing Agreement, Mortgage and Security Agreement, Pledge Agreement,
UCC Financing Statement and Specimen Bond among County of Boulder,
Colorado, as issuer, the Colorado National Bank of Denver, as Lender, and
Engineering Measurements Company, as Borrower, all dated as of
September 1, 1981, used in connection with the issue and sale of
$2,000,000 in face value of Boulder County, Colorado, Industrial
Development Revenue Bonds (Engineering Measurements Company Project),
Series of 1981 filed as exhibits to the Company's report on Form 10-K for
the fiscal year ended April 30, 1982 and hereby incorporated herein by
reference.
10-4 Loan agreement between the Registrant and Charles E. Miller, dated April
9, 1990, filed as Exhibit 10-4 to the Company's Report on Form 10-K for
the year ended April 30, 1992 and hereby incorporated by reference.
10-5 Voting Agreement, Agreement and Plan of Merger, Voting Trust Agreement,
Sale and Licensing Agreement, Amendment to Sale and Licensing Agreement,
Manufacturing and Lease Agreement, and Agreement by and between the
Company, Measurement Auditors Company, Marcum Natural Gas Services, Inc.,
and Colorado National Bank of Denver incorporated herein by reference to
Exhibits 2.1, 2.2, 2.3, 2.4, 2.5, 2.6, and 2.7, respectively, to
registrant's Form 8-K dated June 25, 1991.
10-6 1988 Non-Statutory Stock Option Plan, filed as Exhibit 10-7 to
Registrant's Annual Report on Form 10-K for fiscal year ended
April 30, 1991 and incorporated herein by reference.
10-7 1991 Non-Employee Director Stock Plan, filed as Exhibit 10-7 to the
Company's Report on Form 10-K for the year ended April 30, 1992 and hereby
incorporated by reference.
10-8 Stock Purchase Agreement, dated May 20, 1992 by and among Registrant,
General Metrology Corporation, Patrick Petroleum Company and Patrick
Petroleum Corporation of Michigan; filed as Exhibit 10-8 to the Company's
Report on Form 10-K for the year ended April 30, 1992 and hereby
incorporated by reference.
10-9 Delivery Contract EMCO - Danfoss, Delivery Contract Danfoss EMCO, and
License Agreement, dated May 3, 1991; filed as Exhibit 10-9 to the
Company's Report on Form 10-K for the year ended April 30, 1992 and hereby
incorporated by reference.
10-10 Loan agreement between the Registrant and Charles E. Miller, 10 dated
June 10, 1993; filed as Exhibit 10-10 to the Company's Report on
Form 10-KSB for the year ended April 30, 1993, and hereby incorporated
by reference.
10-11 1991 Incentive Plan filed as Exhibit 10-11 to the Company's 11 Report on
Form 10-KSB for the year ended April 30, 1993, and hereby incorporated
by reference.
10-12 Agreement, dated July 9, 1993, among Patrick Petroleum
Corporation of Michigan, the Company and General Metrology
Company, filed as Exhibit 10-12 to the Company's Report on Form 10-Q for
the quarter ended October 31, 1993, and hereby incorporated by reference.
10-13 Amendment to License Agreement, and Delivery Contract between 13 Danfoss
and EMCO, dated June 13, 1995, filed herewith.
10-14 Termination agreement between Registrant and Douglas J.
Collier, dated January 30, 1995, filed herewith.
21 List of Registrant's Subsidiaries; filed as Exhibit 22 to the
Company's Report on Form 10-K for year ended April 30, 1992 and hereby
incorporated by reference.
Page 37 of 39
<PAGE>
23 Consent of Grant Thornton to incorporate auditors report into
the Registrant's S-8.
(B) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the quarter ended April 30, 1997.
Page 38 of 39
<PAGE>
SIGNATURES
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
By: /s/ Charles E. Miller
Charles E. Miller
(President)
Date: July 24, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been duly signed below by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
/s/ Charles E. Miller /s/ William A. Ringer
Charles E. Miller William A. Ringer
(Director, Principal Executive Officer, (Director)
Principal Financial Officer and July 24, 1997
Principal Accounting Officer)
July 24, 1997
/s/ Walter Kluck /s/ Thomas G. Miller
Walter Kluck Thomas G. Miller
(Director) (Director)
July 24, 1997 July 24, 1997
Page 39 of 39
<PAGE>
July 24, 1997
ENGINEERING MEASUREMENTS COMPANY
(NASDAQ SYMBOL: EMCO)
Fiscal Year 1997 Results
Corporate Contact: Charles E. Miller
(303) 651-0550
Longmont, Colorado: Engineering Measurements Company announced today net income
of $271,792 ($.10 per share) for the fiscal year ended April 30, 1997. This
compares to net income for the fiscal year ended April 30, 1996 of $400,049
($.15 per share). Sales for fiscal year 1997 were approximately $9.9 million a
14% increase over the comparable period last year.
Income from operations for fiscal year 1997 were approximately $405,000,
compared to approximately $486,000 for the same period last year. The increase
in revenue was offset by new product marketing and development costs.
Other Income for fiscal year 1997 was approximately $51,000. This compares to
other income for fiscal year 1996 of approximately $120,000. The decrease in
other income is primarily due to the sale of 154,000 shares of Marcum Natural
Gas Services, Inc. common stock at a loss of approximately $117,000.
<TABLE>
<CAPTION>
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
Operating Results
Year ended April 30, 1997
1997 1996
<S> <C> <C>
Net Sales $9,910,047 $8,665,808
Income from operations 405,123 485,685
Other income 50,863 120,110
Income taxes 184,194 205,704
Net income $271,792 $400,049
Net earnings per share $.10 $.15
Number of shares outstanding 2,798,052 2,753,052
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extrated from the Balance
Sheet and statement of operations found on pages 15, 16 and 17 of the company's
form 10-KSB for the year-to-date, and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> APR-30-1997
<PERIOD-END> APR-30-1997
<CASH> 548
<SECURITIES> 905
<RECEIVABLES> 1,619
<ALLOWANCES> 61
<INVENTORY> 1,257
<CURRENT-ASSETS> 4,738
<PP&E> 6,267
<DEPRECIATION> 3,981
<TOTAL-ASSETS> 7,134
<CURRENT-LIABILITIES> 1,547
<BONDS> 0
<COMMON> 30
0
0
<OTHER-SE> 5,369
<TOTAL-LIABILITY-AND-EQUITY> 7,134
<SALES> 9,910
<TOTAL-REVENUES> 9,910
<CGS> 5,627
<TOTAL-COSTS> 5,627
<OTHER-EXPENSES> 3,788
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 39
<INCOME-PRETAX> 456
<INCOME-TAX> 184
<INCOME-CONTINUING> 272
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 272
<EPS-PRIMARY> .10
<EPS-DILUTED> .09
</TABLE>
