ENGINEERING MEASUREMENTS CO
10QSB, 2000-03-16
INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL
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                                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:  January 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       .

                        Commission File No.: 0-9880


     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 March 1, 2000, was 4,110,549.

Transitional Small Business Disclosure Format.

                        Yes             No     X  .




                             Page 1 of 12
<PAGE>

                      PART I - FINANCIAL INFORMATION
                       Item 1. Financial Statements
                                (Unaudited)


                                  ASSETS

                                                 January 31,2000 April 30,1999

Current assets:
  Cash and cash equivalents                             $667,030      $697,697
  Accounts receivable,net of allowance for doubtful
    accounts and allowance for sales returns of
    $86,435 at January 31, 2000 and $75,990 at
    April 30, 1999                                     1,185,110     1,097,330
  Short-term investments                                 636,021       556,288
  Inventories                                          1,449,293     1,667,011
  Prepaid expenses                                        58,682        31,757
  Income taxes receivable                                 50,589             0
  Deferred income taxes                                  302,412       260,649
                                                       ---------     ---------
     Total current assets                              4,349,137     4,310,732
                                                       ---------     ---------

Property and equipment, at cost:
  Land                                                   568,940       568,940
  Building & improvements                              1,650,514     1,624,950
  Vehicles                                                22,196        22,196
  Machinery and equipment                              4,326,656     4,099,524
  Office furniture and fixtures                        1,252,259     1,301,489
                                                       ---------     ---------
                                                       7,820,565     7,617,099

  Less accumulated depreciation                      (4,800,351)   (4,725,996)
                                                     -----------   -----------
         Net property and equipment                    3,020,214     2,891,103
                                                     -----------   -----------

Other assets
  Note receivable                                              0       138,920
  Other assets, net of amortization of $119,341
  at January 31, 2000 and $103,306 at April 30, 1999     294,272       132,351
                                                       ---------     ---------
          Total other assets                             294,272       271,271
                                                       ---------     ---------
TOTAL ASSETS                                          $7,663,623    $7,473,106
                                                      ==========    ==========

 The accompanying notes are an integral part of these financial statements.
                                (Continued)

                                Page 2 of 12
<PAGE>

                     ENGINEERING  MEASUREMENTS COMPANY
                              BALANCE SHEETS
                                (Unaudited)


 LIABILITIES AND STOCKHOLDERS' EQUITY


                                                 January 31, 2000 April 30, 1999


Current liabilities:
  Accounts payable                                       $400,200      $320,853
  Accrued compensation                                    273,699       278,238
  Accrued liabilities                                     337,198       372,218
                                                         --------      --------
     Total current liabilities                          1,011,097       971,309
                                                        ---------      --------

Long-term liabilities:
  Deferred income taxes                                   219,200       220,500
                                                         --------      --------

         Total long-term liabilities                      219,200       220,500
                                                         --------      --------


Stockholders' equity:
  Common stock, $.01 par value;
    15,000,000 shares authorized;
    4,284,949 shares issued at January 31, 2000,
    4,232,774 shares issued at April 30, 1999,
    4,094,549 shares outstanding at January 31, 2000,
    4,042,374 shares outstanding at April 30, 1999,        42,849        42,328
  Capital in excess of par value                        2,868,711     2,650,332
  Unrealized holding losses (net of taxes)               (112,789)      (38,711)
  Retained earnings                                     4,264,254     4,257,047
  Treasury stock at cost; 190,400 shares at
    January 31, 2000, and April 30, 1999                 (629,699)     (629,699)
                                                        ---------     ---------

      Total stockholders' equity                        6,433,326     6,281,297
                                                        ---------     ---------

TOTAL LIABILITIES AND STOCKHOLDERS'                    $7,663,623    $7,473,106
EQUITY
                                                       ==========    ==========


 The accompanying notes are an integral part of these financial statements.

                                Page 3 of 12
<PAGE>

                     ENGINEERING  MEASUREMENTS COMPANY
               STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                                (Unaudited)

                                 Three Months Ended        Nine Months Ended
                                     January 31,               January 31,

                                  2000        1999          2000        1999



Sales                         $2,142,267  $2,605,677     $6,822,157  $7,554,412
Cost of sales                  1,303,737   1,550,189      4,117,799   4,434,213
                              ----------   ---------     ----------   ---------
Gross margin on sales            838,530   1,055,488      2,704,358   3,120,199
                              ----------   ---------     ----------   ---------
Operating expenses:
  Selling                        449,174     527,116      1,409,407   1,656,009
  General and administrative     205,002     234,007        647,498     721,340
  Research and development       212,848     197,621        672,667     531,459
                              ----------   ---------     ----------   ---------
Total operating expenses         867,024     958,744      2,729,572   2,908,808
                              ----------   ---------     ----------   ---------
                                 (28,494)     96,744        (25,214)    211,391
                              ----------   ---------     ----------   ---------
Other income/(expense):
  Gain/(loss) on sale of stock         0       3,182         16,380      16,609
  Interest expense                   (15)        (60)          (289)       (264)
  Other income                    16,563      29,163         44,929      94,447
                              ----------   ---------     ----------   ---------
Total other income                16,548      32,285         61,020     110,792

Other income/(loss) from
operations before income taxes   (11,946)    129,029         35,806     322,183
Income tax
provision/(benefit)               (2,990)     49,329         28,599      82,435
                              ----------   ---------     ----------   ---------
Net income/(loss)                 (8,956)     79,700         $7,207    $239,748
                                  ======      ======          =====     =======

Other comprehensive income
 Unrealized holding gain/(loss)   (9,881)     (3,524)       (74,078)    (34,191)

 Tax benefit of stock
 option exercise                  32,000          0          54,000           0
                            ------------   ---------     ----------   ---------
Comprehensive income (loss)       13,163      76,176        (12,871)    205,557
                                  ======      ======         ======     =======

Net earnings/(loss) per share      $0.00       $0.02          $0.00       $0.06

 Net earnings/(loss) per share
   on a fully  diluted basis       $0.00       $0.02          $0.00       $0.06
                                   =====       =====          =====       =====
Weighted average number of
  shares outstanding           4,093,232   4,026,237      4,072,036   4,015,600
                               =========   =========      =========   =========

                                Page 4 of 12
<PAGE>

                     ENGINEERING  MEASUREMENTS COMPANY
           STATEMENTS OF CASH FLOWS: INCREASE/(DECREASE) IN CASH
                                (Unaudited)

                                                  Nine Months Ended January 31,

                                                        2000              1999
Cash flows from operating activities:
  Net income                                        $     7,207      $  239,748
  Adjustments to reconcile net income to
   net cash provided by operating activities--
  Depreciation and amortization                         401,279         353,436
  Deferred tax provision/(benefit)                        4,300          14,900
  Provision for doubtful accounts                        10,445           3,138
  (Gain)/Loss on sales of investments                   (16,380)        (16,609)
  (Gain)/Loss on disposal of assets                      (2,790)         (9,600)
  Stock compensation                                      1,000             ---
  Changes in assets and liabilities-
    Receivables                                         (98,225)        (38,585)
    Inventories                                         217,718        (178,749)
    Income taxes receivable and prepaid expenses        (77,514)         48,644
     Accounts payable and accrued liabilities            39,788          61,503
                                                      ---------       ---------

Net cash provided/(used) by operating activities        486,828         477,826
                                                      ---------       ---------

Cash flows from investing activities:
  Capital expenditures, net                            (509,110)       (720,034)
  Expenditures for intangible assets                    (44,836)         (4,000)
  Proceeds from/(expenditures for) note receivable        1,800         (77,155)
  Investment purchases                                 (499,623)       (716,028)
  Proceeds from sale of investments                     314,829         545,243
  Proceeds from sale of fixed assets                      1,545           9,600
                                                      ---------       ---------
Net cash provided by/(used) in investing activities    (735,395)       (962,374)
                                                      ---------        ---------

Cash flows from financing activities:
  Proceeds from exercise of stock options               217,900         147,814
                                                       --------         --------

Net cash used in financing activities                   217,900         147,814
                                                       --------         --------
Net increase/(decrease) in cash and cash
 equivalents                                            (30,667)       (336,734)

Cash and cash equivalents at beginning of period        697,697         940,687
                                                       --------         -------
Cash and cash equivalents at end of period         $    667,030     $   603,953
                                                       ========         ========
Supplemental disclosure of cash
flow information:
  Cash paid during period for--
    Interest                                       $        289      $      264
    Income taxes                                         24,446           3,428

Supplemental disclosure for non cash items:
   Stock Compensation                              $      1,000               -

 The accompanying notes are an integral part of these financial statements.

                                Part 5 of 12
<PAGE>

                    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  (consisting  only  of   normal   recurring
adjustments)  considered  necessary  for  a  fair  presentation  have  been
included.   Operating results for the nine months ended January  31,  2000,
are  not necessarily indicative of the results that may be expected for the
fiscal  year  ending April 30, 2000.  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, 1999.


1.  Inventories

Inventories, stated at the lower of cost (first-in, first-out method) or
market, are as follows:


                                         January 31, 2000     April 30, 1999
     Raw materials and work-in-process        $1,141,493         $1,263,617
     Finished goods                              307,800            403,394
                                              ----------         ----------
                                              $1,449,293         $1,667,011
                                              ==========         ==========

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 income 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
nine months ended January 31, 2000, there were a total of 317,095 shares
outstanding under the Company's stock option plans.  Any dilutive effect of
the outstanding options into common stock as of January 31, 2000, is reflected
in the financial statements.

                                Page 6 of 12
<PAGE>

                                      For the Nine Months Ended January 31, 2000

                                                Income     Shares      Per-Share
                                            (Numerator)  (Denominator)   Amount

Net Income                                      $ 7,207

Basic EPS
Net Income available to common stockholders     $ 7,207     4,072,036      $0.00


Effect of Dilutive Securities Options                 0       123,777


Diluted EPS
Income available to stockholders plus           $ 7,207     4,195,813      $0.00
assumed conversions

There were no anti-dilutive securities at January 31, 2000.

6.  Changes in Accounting Principles

There have been no changes in accounting principles during these reporting
periods.

7. 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.  In the
past, EMCO has reported all of its operations in this segment.  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.  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.  ATG sales (all domestic) for
the three and nine month periods ending January 31, 2000, exceeded 10% of
the total Company's sales which triggered the requirement to report
information by segments.

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 Income 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.

<TABLE>
                                             FY 2000                                  FY 1999
                                             Contract                                 Contract
                                  Flow       Electronics                  Flow        Electronics
                                  Products   Manufacturing     Totals     Products    Manufacturing   Totals
<S>                              <C>        <C>             <C>          <C>         <C>             <C>

Nine Months Ended January 31:
 Revenues                         6,028,684      793,473     6,822,157    6,975,292      579,120     7,554,412
Depreciation & Amortization         293,805      107,474       401,279      273,605       79,831       353,436
Segment Profits(Losses)            (107,055)      81,841       (25,214)     150,389       61,002       211,391
Segment Assets                    7,168,301      495,322     7,663,623    7,076,893      526,102     7,602,995
Expenditures for Segment Assets     437,254       71,856       509,110      349,841      370,193       720,034


Three months ended January 31:
Revenues                          1,914,927      227,340     2,142,267    2,368,500      237,177     2,605,677
Depreciation & Amortization         102,440       36,692       139,132       92,615       33,530       126,145
Segment Profits (Losses)             (4,824)     (23,670)      (28,494)      69,627       27,117        96,744
Segment Assets                    7,168,311      495,322     7,663,623    7,076,893      526,102     7,602,995
Expenditures for Segment Assets     169,163       16,020       185,183       12,243        6,277        18,520
</TABLE>

                                Page 7 of 12
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations

                          A.  Financial Condition

The Company's net working capital decreased approximately $1,000 during the
nine  months ended January 31, 2000.  The most significant items  impacting
working  capital  in  this  period are decreases  in  inventory  offset  by
increases in  accounts receivable, short term investments, deferred  income
tax  assets,  income  taxes receivable and accounts payable.   The  current
ratio was at 4.3 at January 31, 2000 and 4.4 April 30, 1999.

Cash  and  cash equivalents decreased approximately $31,000 at January  31,
2000, compared to April 30, 1999. Net investment purchases of approximately
$185,000 and capital and intangibles expenditures of approximately $554,000
were  the  principal  consumers  of cash  during  the  period.   Cash  from
operations  of  approximately  $487,000  and  proceeds  from  stock  option
exercises of approximately $218,000 were the primary sources of cash during
the  first nine 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 $88,000 at January 31, 2000,
due  to higher sales than the quarter ended April 30, 1999.  The Days Sales
Outstanding  (DSO) improved to 49.2 days for the nine months ended  January
31, 2000, compared to 54.3 days for the year ended April 30, 1999.

Inventories  decreased approximately $218,000 in the first nine  months  of
the  fiscal  year.  The inventory turnover ratio for the nine months  ended
January  31, decreased to 1.45 compared to 1.84 in fiscal 1999.   Inventory
turns have decreased while inventory levels have also decreased, reflecting
the  decrease  in  sales of flow products and the growth  of  the  contract
electronics  manufacturing business, which, to date, has not  required  the
Company  to  buy  and hold inventory.  Management will continue  to  review
inventory levels in order to optimize shipments.

The  Company had a note receivable of $138,920 at April 30, 1999,  with  an
unaffiliated third party to provide financing for the development of a  new
flowmeter  technology.  The Company exercised the option  to  purchase  the
undivided one-half interest of the developed technology for the balance  of
the  receivable during May 1999.   This undivided one-half interest of  the
developed  technology  is  reflected on the  balance  sheet  within  "Other
assets" and will be amortized over its expected life.

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 Norwest Bank Colorado  through
September  2000.  The Company currently has no outstanding loan balance  on
the line of credit.

                                Page 8 of 12
<PAGE>

                         B.  Results of Operations

               Nine months ended January 31, 2000, compared
                 to the nine months ended January 31, 1999

Sales for the nine months ended January 31, 2000, were approximately
$732,000 less than the nine months ended January 31, 1999.  The decline in
sales is attributable to reduced worldwide sales of  flowmeters and digital
valve products of approximately $947,000 partially offset by increases in
sales of contract electronics manufacturing services of approximately
$214,000.  The Company introduced and shipped its first Sono-TrakTM transit
time ultrasonic flowmeters in the third quarter.  Order backlog for all
products at January 31, 2000, is approximately $1,124,000 compared to
$1,361,000 at January 31, 1999.  The decrease in backlog is attributable to
the Company's emphasis on reducing lead times as well as reflecting the
reduced level of orders.

Gross profit is down approximately $416,000 from the same period a year ago
to 39.6% of sales from 41.3% of sales for the period ending January 31,
2000.  Decreases in material cost as a percentage of revenue were more than
offset by increases in labor and overhead.   Decreases in material costs as
a percent of sales of 2.7% from the same period in 1999 reflect the lower
sales of flow products and increases in sales of the contract electronics
manufacturing (ATG) operation. ATG operations to date have consisted almost
entirely of labor and capital.  As a result of this change in product mix,
the Company has also seen increases in labor of 3.4% and overhead of 1.0%
from 1999 to 2000.

Operating expenses decreased approximately $179,000 from the same period a
year earlier.  Reduced selling expenses of approximately $247,000, are the
result of lower commissions from reduced sales levels, reduced spending on
promotional activities and fewer personnel.  General and administrative
expenses are lower by approximately $74,000, primarily due to personnel
reassigned to sales and marketing activities.  These reductions are offset
by a $142,000 increase in engineering expenses, attributable to new product
development costs.   The loss from operations is approximately $25,000 in
the nine months ended January 31, 2000, compared to a profit from
operations of approximately $211,000 for the nine months ended January 31,
1999, reflecting the decrease in gross profit.

Other income for the nine months ended January 31, 2000, was approximately
$61,000 compared to approximately $111,000 in the same nine month period a
year ago.  Reduced interest income of approximately $34,000 as a result of
a shift in investment strategy and lower gains from asset disposals
($8,000) and miscellaneous income ($16,000) account for this change.

The income tax provision for the nine month period ending January 31, 2000,
was approximately $29,000 compared to approximately $82,000 for the same
period in 1999.  The impact of deferred tax items and additional taxes for
the year ended April 30, 1999, resulted in a current tax rate of
approximately 79.9% for the nine months ended January 31, 2000. The impact
of deferred tax items and tax refunds resulted in a tax rate of
approximately 25.6%  for the nine months ended January 31, 1999.

The Company adopted Statement of Financial Standards No. 130 (SFAS 130),
Reporting Comprehensive Income with its 10KSB dated April 30, 1999.   Other
Comprehensive Income for the nine month period ended January 31, 2000,
consisted of approximately $74,000 of unrealized holding losses on
investment securities, net of the related tax effects, and $54,000 of tax
benefits associated with the exercise of stock options.  This compares to
approximately $74,000 of unrealized holding losses on investment
securities, net of the related tax effects, in the nine months ended
January 31, 1999.  There were no tax benefits associated with the exercise
of stock options in 1999, as the amounts were not material.

Net cash provided by operating activities was $486,828 for the nine months
ended January 31, 2000.


               Three months ended January 31, 2000, compared
                to the three months ended January 31, 1999

Sales were approximately $463,000 lower in the period ending January 31,
2000, compared to the period ending January 31, 1999, a 17.8% decrease, due
to lower demand in the world-wide flowmeter market.  International sales
fell 46%, or approximately $402,000 from the same quarter last year.  As a
result, international sales, which had accounted for 29% of total revenues
in the quarter ended January 31, 1999,  fell to just 16% of revenues in the
same quarter this year.  Aggressive pricing by European competitors and a
strong Dollar hindered international sales in the period. Large sales to

                                 Page 9 of 12
<PAGE>

China and Taiwan and a niche market sale to Switzerland contributed over
$270,000 in sales for the quarter ended January 31, 1999, which were not
repeated in the current year.

Gross profit decreased by approximately $216,000 to 39.1% of sales in 2000
compared to 40.5% in 1999.  Labor was 3.2% higher due to lower volume and a
more labor intensive product mix; material cost was down 1.6% and overhead
was down .2%, again due to product mix.

Operating expenses have decreased approximately $92,000 from last year.
Decreases in selling expenses of approximately $78,000 and general and
administrative costs of approximately $29,000 were partially offset by
increased research and development costs.  Research and development
expenses increased approximately  $15,000 over the same period in the prior
year.

Other income for the three months ended January 31, 2000, decreased
approximately $16,000 or 50% primarily due to lower interest income from
high grade investment securities, than in the period ending January 31,
1999.   The Company had no interest expense attributable to debt in the
periods ending January 31, 2000, and 1999, respectively.

The income tax benefit for the three months ended January 31, 2000, was
approximately $3,000 compared to an income tax provision of approximately
$49,000 for the same period in 1999.   The impact of deferred tax items
resulted in current tax rate of approximately 25.0% in 2000.  The income
tax expense rate in the comparable period in 1999 was 38.2% due to the
impact of deferred tax items.

Other Comprehensive Income for the three month period ended January 31,
2000, consisted of approximately $10,000 of unrealized holding losses on
investment securities, net of the related tax effects, and $32,000 of tax
benefits associated with the exercise of stock options.  This compares to
approximately $4,000 of unrealized holding losses on investment securities,
net of the related tax effects, in the three months ended January 31, 1999.
Tax benefits associated with the exercise of stock options in 1999 were not
material.



                           Year 2000 Compliance

Many computer systems were designed using only two digits to designate
years.  These systems may not be able to distinguish the Year 2000 from the
Year 1900 (this is commonly known as the `Year 2000 Problem' or `Y2K'
problem).    The Company replaced its inventory and financial software in
fiscal year 1998 with a system which is Year 2000 compliant.   The Company
has evaluated its other internal-use software and hardware for Year 2000
compliance, and has implemented a plan to replace all non-compliant items
either through upgrade or replacement.  The planned completion date for
this task was December 15, 1999, and was completed on time.  To date the
Company has not experienced any Y2K problems that were not anticipated and
has successfully dealt with the issues that have arisen.

The Company may be vulnerable to the failure of other companies to be Year
2000 compliant.  The Company has been assessing  whether third parties with
whom the Company has material relationships are Year 2000 compliant.  The
Company is also evaluating its vendors and suppliers to determine if there
would be a material effect on the Company's business if they do not become
Year 2000 compliant.  The same analysis is also being made for significant
customers.

The Company's products do not use time/date logic for internal sequencing
or calculation, and therefore the Company believes its products are Year
2000 compliant.

Although management does not expect Year 2000 issues to have a material
impact on its business or future results of operation, there can be no
assurance that there will not be interruptions of operations or other
system functionality limitations or that the Company will not incur
significant costs to avoid such interruptions or limitations.

                                Page 10 of 12
<PAGE>

                       PART II -- OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

A.  Exhibits

    None filed in the quarter ended January 31, 2000.

B.  Reports on Form 8-K

    Two filed in the quarter ended January 31, 2000.

1.  A press release dated November 22, 1999, announcing a joint development
    agreement with Micron Technology, Inc., of Boise, Idaho.
2.  A press release dated January 17, 2000, announcing the appointment of Mr.
    Trung Doan, Vice President of Process Development at Micron Technology,
    Inc., to Engineering Measurements Company's Board of Directors.


                                Page 11 of 12

<PAGE>

                            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: March 15, 2000                       By:  /s/Charles E. Miller
                                                Charles E. Miller, Chairman
                                                (Principal Financial Officer
                                                 and Chief Accounting Officer)

                                Page 12 of 12
<PAGE>

Contact:

Charles E. Miller                               Philip Bourdillon/Eugene Heller
President and CEO                               Silverman Heller Associates
303-651-0550                                    310-208-2550

                ENGINEERING MEASUREMENTS COMPANY REPORTS
                        THIRD-QUARTER RESULTS

LONGMONT, COLORADO - March 15, 2000  Engineering Measurments Company (Nasdaq:
EMCO) today reported results for the three months and nine months ended January
31, 2000.  The Company's current fiscal year ends on April 30, 2000.

Net sales for the three months ended January 31, 2000 were $2.1 million versus
$2.6 million in the comparable prior-year period, a decrease of 18%.  Net sales
for the nine months ended January 31, 2000 were $6.8 million versus $7.6 million
for the comparable prior-year period, a decrease of 10%.

Net loss for the three months ended January 31, 2000 was $8,956, or $0.00 per
diluted share, compared to net income of $79,700, or $0.02 per diluted share,
for the comparable prior-year period.  For the nine months ended January 31,
2000 the Company reported net income of $7,207, or $0.00 per diluted share,
compared compared to net income of $239,748, or $0.06 per diluted share, in the
comparable prior-year period.

Charles E. Miller, president and CEO of Engineering Measurements Company (EMCO),
attributed the lower top-and bottom-line results in the third quarter to lower
international sales resulting from aggressive pricing by European competitors,
a strong dollar, and the fact that in the third quarter of fiscal 1999 the
Company benefited large sales to China and Taiwan, as well as a one-time sale
to Switzerland, that were not duplicated in the third quarter of fiscal 2000.
Mr. Miller noted that the decline in gross profit, to 39.1% in the third quarter
of fiscal 2000 from 40.5% a year ago, was primarily due to lower volumes.

"Although the overall market for flowmeters declined year-to-year," said Mr.
Miller, "we have seen some growth in demand for water metering, and we expect
that our moderately priced Hydrow-FlowTM line of vortex flowmeters wil prove to
be increasingly popular in a variety of commercial applications.  We are also
encouraged by the initial response to our recently introduced Sono-TrakTM clamp-
on ultrasonic flowmeter, which we began shipping in January 2000; totally non-
intrusive and virtually maintenance free, it is suitable for a wide variety of
applications and promises to be a significant contributor to future revenues.
Our contract electronics manufacturing division continues to do well and is
expected to remain an important ingredient in the Company's ongoing program of
diversication.

"Our program of diversification," concluded Mr. Miller,"is being driven in large
part by the modest growth potential in worldwide demand for basic flowmeters.
The year-to-date increase in research and development expense of approximately
25% is, however, indicative of our ongoing commitment to utilizing EMCO's
considerable intellectual and financial resources in the pursuit of new markets
and new opportunities.  With over $3 million in working capital and no debt,
EMCO is well-positioned to capitalize on its longstanding ability to employ
innovative approaches and technologies in meeting its customers' needs."

Engineering Measurements Comapny designs, manufactures, and markets electronic
and electro-mechanical precision instruments for measuring and controlling the
flow of liquids, steam, and gases.

"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 uncertanties which cannot
be predicted or quantified 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 Income Follow)



                     ENGINEERING  MEASUREMENTS COMPANY
               STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                                (Unaudited)

                                 Three Months Ended        Nine Months Ended
                                     January 31,               January 31,

                                    2000     1999            2000       1999



Sales                         $2,142,267  $2,605,677     $6,822,157  $7,554,412
Cost of sales                  1,303,737   1,550,189      4,117,799   4,434,213
                              ----------   ---------     ----------   ---------
Gross margin on sales            838,530   1,055,488      2,704,358   3,120,199
                              ----------   ---------     ----------   ---------
Operating expenses:
  Selling                        449,174     527,116      1,409,407   1,656,009
  General and administrative     205,002     234,007        647,498     721,340
  Research and development       212,848     197,621        672,667     531,459
                              ----------   ---------     ----------   ---------
Total operating expenses         867,024     958,744      2,729,572   2,908,808
                              ----------   ---------     ----------   ---------
                                 (28,494)     96,744        (25,214)    211,391
                              ----------   ---------     ----------   ---------
Other income/(expense):
  Gain/(loss) on sale of stock         0       3,182         16,380      16,609
  Interest expense                   (15)        (60)          (289)       (264)
  Other income                    16,563      29,163         44,929      94,447
                              ----------   ---------     ----------   ---------
Total other income                16,548      32,285         61,020     110,792

Other income/(loss) from
operations before income taxes   (11,946)    129,029         35,806     322,183
Income tax
provision/(benefit)               (2,990)     49,329         28,599      82,435
                              ----------   ---------     ----------   ---------
Net income/(loss)                 (8,956)     79,700         $7,207    $239,748
                                  =======     ======         ======     =======

Other comprehensive income
 Unrealized holding gain/(loss)   (9,881)     (3,524)       (74,078)    (34,191)

 Tax benefit of stock
 option exercise                  32,000          0          54,000           0
                            ------------   ---------     ----------   ---------
Comprehensive income (loss)       13,163      76,176       (12,871)     205,557
                                  ======      ======       =======      =======

Net earnings/(loss) per share      $0.00       $0.02          $0.00       $0.06

 Net earnings/(loss) per share
   on a fully  diluted basis       $0.00       $0.02          $0.00       $0.06
                                   =====       =====          =====       =====
Weighted average number of
  shares outstanding           4,093,232   4,026,237      4,072,036   4,015,600
                               =========   =========      =========   =========

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Balance
Sheet and statement of operations found on pages 2, 3 and 4 of the company's
Form 10-QSB for the year-to-date, and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<MULTIPLIER>   1000

<S>                                  <C>
<PERIOD-TYPE>                                 9-MOS
<FISCAL-YEAR-END>                       APR-30-2000
<PERIOD-END>                            JAN-31-2000
<CASH>                                          667
<SECURITIES>                                    636
<RECEIVABLES>                                 1,271
<ALLOWANCES>                                     86
<INVENTORY>                                   1,449
<CURRENT-ASSETS>                              4,349
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                                       0
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