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