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Charles E. Miller Philip Bourdillon / Eugene Heller
President and CEO Silverman Heller Associates
303-651-0550 310-208-2550
ENGINEERING MEASUREMENTS COMPANY REPORTS
FISCAL 2001 SECOND-QUARTER RESULTS
LONGMONT, COLORADO - DECEMBER 15, 2000 - ENGINEERING MEASUREMENTS COMPANY
(NASDAQ NM: EMCO) today reported results for the three months ended October 31,
2000. The Company's current fiscal year ends on April 30, 2001.
For the three months ended October 31, 2000 the Company reported net income of
$50,000, or $0.01 per diluted share, on net sales of $3.0 million, compared to
net income of $11,000 on net sales of $2.5 million in the second quarter of
fiscal 2000. For the six months ended October 31, 2000 the Company reported a
net loss of $73,000, or $0.02 per diluted share, on sales of $5.5 million,
compared to net income of $16,000 on sales of $4.7 million in the comparable
period a year ago.
At the end of the second quarter of fiscal 2001, Company had $4.0 million in
working capital, no long-term debt, and stockholders' equity of $7.0 million.
As announced on July 6, 2000, the Company signed a merger agreement with
Advanced Energy Industries, Inc. Under the terms of the agreement, EMCO
securities holders would have received 900,000 shares of Advanced Energy stock
in exchange for all of the securities of EMCO.
Due to a decline in Advanced Energy's stock price, the parties amended and
restated the merger agreement as of October 20, 2000 to change the consideration
payable by Advanced Energy to the EMCO shareholders from stock to cash. Under
the amended and restated agreement, Advanced Energy will pay EMCO shareholders
an aggregate of $30 million plus an amount equal to the cash exercise prices
paid by EMCO option holders on any exercise of EMCO options between October 20,
2000 and the completion of the merger. The amended merger agreement will be
voted on at a special meeting of shareholders scheduled to take place on January
2, 2001. The agreement, which does not require the approval of Advanced Energy's
shareholders, is subject to the approval of two-thirds of EMCO's shareholders
and certain other conditions detailed in a proxy statement dated December 1,
2000.
Engineering Measurements Company designs, manufactures, and markets electronic
and electro-mechanical precision instruments for measuring and controlling the
flow of liquids, steam, and gases, and also engages in contract electronic
printed circuit board assembly.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: The matters discussed in this news release contain comments and
forward-looking statements based on current plans, expectations, events, and
financial and industry trends which may affect the Company's future operating
results and financial position. Such statements involve risks and uncertainties
which cannot be predicted or quantified
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and which may cause future activities and results of operations to differ
materially from those discussed above. The historical results achieved are not
necessarily indicative of future prospects of the Company. For additional
information, refer to the Company's filings with the Securities and Exchange
Commission.
(Statements of Operations Follow)
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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>
