<PAGE> 1
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.
For the Fiscal Year ended: April 30, 2000
or
Transition report under Section 13 or 15(d) of the Securities
--- Exchange Act of 1934 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
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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 there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is 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: $9,234,052.
The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the Registrant as of July 12, 2000 was $41,525,284.
The number of shares outstanding of Registrant's $.01 par value common stock, as
of July 12, 2000 was 4,205,092.
No documents are incorporated by reference into the text of this report.
Transitional Small Business Disclosure Format : Yes ; No X
--- ---
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PART I
ITEM 1. BUSINESS
GENERAL
Engineering Measurements Company ("EMCO" or the "Company") is a Colorado
corporation that 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 has a website at
www.emcoflow.com.
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 in both foreign and domestic markets. Revenue is
also generated through contract electronic printed circuit board assembly. With
its 33 years experience in the field of flow measurement, EMCO 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. Primarily utilizing a network of distributors and commissioned
sales representatives as well as a direct sales force, the Company markets
flowmeters worldwide.
The Company has a marketing agreement with Danfoss A/S, a flowmeter company in
Denmark which distributes products in different markets, which was renewed
October 6, 1998, and runs for a period of 30 months with a six month
renegotiation period. Terms of the agreement with Danfoss A/S allow the Company
to be the non-exclusive distributor for Danfoss' MAG and MASS flowmeters in the
U.S. industrial market under the "EMCO" label. EMCO features six types of
flowmeters capable of handling a broad spectrum of applications (steam, gas and
liquid), as well as a large range of line sizes. These flowmeters position 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.
Sales of flowmeters and related products account for approximately 88% of the
total sales for the Company. The Company flowmeter products use two major
technologies in its product lines. The sales contribution by each technology as
a percent of sales for fiscal years 1999 and 1998 are as follows:
<TABLE>
<CAPTION>
Technology FY 1999 FY 2000
-------------------------------------------------------
<S> <C> <C>
Volumetric 74% 68%
Mass 26% 20%
</TABLE>
Volumetric technologies include the following products: turbine, vortex
shedding, ultrasonic, and positive displacement meters.
Mass technologies include the following products: electromagnetic, coriolis,
flow processors and digital valves. The Company manufactures several 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.
The Company introduced a clamp-on transit time ultrasonic flowmeter in January
2000. This product is a non-intrusive meter, which is attached to the outside of
pipes, and is used primarily to measure water, but is capable of measuring other
liquids including oil.
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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 non-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 flowmeter 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 commercial vortex shedding water flowmeter in March
1997. This product is marketed into the commercial HVAC, ultra-pure and
de-ionized water and landscape/irrigation markets.
The Company provides contract electronic printed circuit board assembly. These
services provided 8% of EMCO's revenues in 1999 and 12% in 2000.
PRODUCT DISTRIBUTION
The Company primarily uses a network of distributors and commissioned sales
representatives, as well as a direct sales force, to market the Company's
flowmeters worldwide. The Company utilizes a direct sales force to market its
contract electronic printed circuit board assembly services.
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.
The Company's ultrasonic products are sold into various water markets, and face
competition from both comparable and non-comparable technologies. Price can be a
factor, but so are reliability and maintenance costs. No one company is a
dominant force in this market segment.
Digital Valve products offer unique performance characteristics as regards to
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.
Contract surface mount technology board assembly faces extensive direct
competition for larger production runs. The Company is focusing on the
engineering prototype and small production run market niches where the emphasis
is on production quality and rapid turn around. In these markets there is
generally less competition and price is generally not a factor. No one company
is a major force in this market segment.
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
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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
In Fiscal Years 1999 and 2000 no single customer accounted for more than 10% of
the Company's revenues.
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's flowmeter
business, it is believed critical for its upcoming semi-conductor products.
Patents are prevalent in the flowmetering and semi-conductor industries 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 existing or threatened
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 non-seasonal market) if successful, and the growth of the contract
printed circuit board assembly services 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 in the U.S. and internationally.
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 believes its working
capital of approximately $3,432,000 as of April 30, 2000, is adequate to meet
its current obligations. Although no assurances can be made, 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, 2000, the total order backlog was approximately $1,386,000 as
compared to $1,290,000 at April 30, 1999. It is anticipated that the entire
backlog outstanding at April 30, 2000, will be shipped in the fiscal year ending
April 30, 2001.
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. If the Company's
products become subject to government regulation or approval however, it could
have a material adverse effect on the Company.
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 $881,000 for research and development in the
fiscal year ending April 30, 2000, and about $790,000 in the fiscal year ending
April 30, 1999.
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In 2000, the emphasis of research and development (R&D) was on new product
development. There is no assurance that the R&D efforts will result in
additional sales for the Company. Management believes that R&D expenses will
continue at the current levels in the future due to further new product
development and enhancements. The intent of the Company's R&D is twofold: 1)
Develop new flowmeter products 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. If the Company's
products, business or operations become subject to such environmental
regulations, however, it could have a material adverse effect on the Company's
results of operations and competitive position.
EMPLOYEES
At April 30, 2000, EMCO had 91 full-time employees, of which 8 are employed in
administrative duties, 14 in sales, marketing and customer service duties, 8 in
R&D and 61 in production. This compares with 86 full-time employees at April 30,
1999. The Company had 2 part time employees at April 30, 2000.
FOREIGN SALES
In fiscal year 2000, the Company had foreign sales of approximately $2,242,000,
or 24.3% of sales, compared to approximately $2,691,000, or 27.8% of sales in
fiscal year 1999. The decrease of sales for fiscal year 2000 in Europe is due
primarily to lower sales to Danfoss in 2000. The Company experienced a decrease
in sales to Asia due to a shift in the product mix to lower cost meters. Other
foreign sales are lower due to lower activity overall, rather than sales of a
single large project. The breakdown of foreign sales for fiscal years 2000 and
1999, in dollars and percent of total sales are:
<TABLE>
<CAPTION>
FY 2000 FY 1999
------- -------
<S> <C> <C> <C> <C>
Europe $1,335,000 14.5% $1,580,000 16.3%
Asia 658,000 7.1% 755,000 7.8%
Other 249,000 2.7% 356,000 3.7%
</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. 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 2001 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 2001 or later.
ITEM 3. LEGAL PROCEEDINGS
Not applicable.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS
MARKET INFORMATION
The Company's common stock is listed and traded 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>
<CAPTION>
Quarters Ended in Fiscal Year 2000
----------------------------------
07/31/99 10/31/99 01/31/00 04/30/00
-------- -------- -------- --------
<S> <C> <C> <C> <C>
High $6.25 $7.94 $9.50 $8.13
Low $4.25 $4.50 $4.75 $5.81
<CAPTION>
Quarters Ended in Fiscal Year 1999
----------------------------------
07/31/98 10/31/98 01/31/99 04/30/99
-------- -------- -------- --------
<S> <C> <C> <C> <C>
High $6.25 $4.63 $5.03 $5.00
Low $4.00 $3.20 $4.00 $4.00
</TABLE>
APPROXIMATE NUMBER OF HOLDERS OF COMMON STOCK
The number of holders of record of the Company's common stock as of July 6,
2000, were 451.
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. However, the Company had a 25%
stock dividend in October 1998. As a result, the Company issued an additional
804,189 shares of $.01 par value common stock. 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 written statements of management of the Company included in this 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 and contain certain words such as "anticipate", "believe",
"plan", "expect" or similar words. The forward-looking statements included
herein and elsewhere are based on current expectations and assumptions about an
industry or business 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. The forward looking statements are
dependent on certain risks and uncertainties including among others, a
discontinuance of the Danfoss arrangement, lack of market acceptance of new
products, research and development efforts which result in no additional sales
and the cost and impact of Year 2000 compliance by the Company and its
suppliers. 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. The actual results of the
Company could differ materially from those anticipated in the forward-looking
statements contained herein and elsewhere.
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DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION:
LIQUIDITY, CAPITAL RESOURCES AND CASH FLOWS
Net working capital increased approximately $92,000 during the fiscal year ended
April 30, 2000, due primarily to higher income taxes receivable and accounts
receivable offset by lower cash and inventories and higher accrued liabilities.
The working capital ratio for fiscal year 2000 decreased to 4.2 from 4.4 in the
previous fiscal year.
The Company has a $500,000 revolving line of credit with Wells Fargo Bank West,
N.A. through September 30, 2000, collateralized by accounts receivable. The
interest rate is at with Wells Fargo Bank West's prime rate. The Company has not
drawn against this line of credit as of the date of this Form 10-KSB.
The Company uses excess cash to invest in high grade securities until the cash
is needed for operations. As of April 30, 2000, the Company holds approximately
$616,000 in high grade investment securities.
Cash and cash equivalents decreased approximately $89,000, due to increases in
capital expenditures, income taxes receivable, and accounts receivable offset by
decreases in inventories. Management believes it has adequate cash to support
operations. This belief is supported by positive cash flows from operating
activities for fiscal year 2000 of approximately $426,000. The Company will
continue to manage cash in order to support operations.
Net accounts receivable increased by approximately $122,000, due to higher sales
volume of approximately $271,000 in the fourth quarter of fiscal year 2000
compared to the previous year. Collections of accounts receivable improved as
reflected by the 6.7 day decrease of the Company's Days Sales Outstanding (DSO)
to 47.6 days from 54.3 days in fiscal years 2000 and 1999, respectively.
Short-term investments increased approximately $60,000 during the year ended
April 30, 2000. The impact of recording investments at market value decreased
the cost by approximately $81,000.
Inventories decreased approximately $151,000 during the year ended April 30,
2000, which decreased the inventory turn ratio from 1.84 in 1999 to 1.47 in
2000. The lower inventories are mainly due to a shift in product mix from
material intensive to labor intensive sales. The decrease in inventory turns in
the face of lower inventory levels reflects this change in sales mix.
Income taxes receivable of approximately $75,000 in fiscal year 2000 has
replaced the income taxes payable of approximately $4,000 in fiscal year 1999.
The receivable was a result of the taxable loss in fiscal year 2000.
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.
Accounts payable increased approximately $11,000 in fiscal year 1999.
The Company does not have any material commitments for capital expenditures. The
Company believes that the proposed capital expenditures can be financed from the
Company's cash flow.
Net working capital and the working capital ratio for the last two fiscal years
were:
<TABLE>
<CAPTION>
As of April 30
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2000 1999
---- ----
<S> <C> <C>
Working capital $3,431,886 $3,339,423
Working capital ratio 4.2 4.4
</TABLE>
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Material changes in cash flows are summarized as follows:
<TABLE>
<CAPTION>
As of April 30
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2000 1999
---- ----
<S> <C> <C>
Net cash provided by operating activities $ 426,316 $ 546,074
Net cash (used in) investing activities $(829,361) $(949,630)
Net cash provided by financing activities $ 314,398 $ 160,566
Net decrease in cash and cash equivalents $ (88,647) $(242,990)
</TABLE>
Management believes EMCO will enjoy improved results in the future. Although
there is no assurance this will occur, management believes is that the Company
has a strong foundation upon which to grow. The Company has accomplished the
following:
A. The Company introduced a commercial vortex water flowmeter in March
1997. Sales of this product grew more than 8% in fiscal year 2000.
Fiscal year 1999 sales of the water flowmeter increased more than
150%. Management believes sales will grow in fiscal year 2001 since
the product was made more rugged in a fiscal year 2000 design change.
Increased marketing efforts are being devoted to the water markets.
B. The Company continues to perform contract electronic printed circuit
board assembly. Sales from contract manufacturing in fiscal year 2000
were up more than 40% over the previous fiscal year. Additional sales
efforts are being made to increase sales of this service.
C. The Company introduced a clamp-on transit time ultrasonic flowmeter in
January 2000. This non-intrusive meter is attached to the outside of
pipes and is used to measure liquids, primarily water, but is capable
of measuring other liquids including oil. This product is in the early
introductory phase of its product life cycle.
D. The Company expects to continue 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
also intends to emphasize value engineering to sustain margin despite
increasing price competition.
E. 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.
F. The Company's balance sheet remains strong. The Company has recently
eliminated a poorly performing investment which resulted in a loss on
the sale of stock of $119,000 in the year ended April 30, 2000.
Interest and dividend income for the year was $55,000.
There can be no assurance, however, that these accomplishments will result in
improved or continued sales of its products or services. Actual results of
operations could differ materially from management's expectations.
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.
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RESULTS OF OPERATIONS:
SALES REVENUES
Sales revenues for the Company decreased approximately $460,000 or 4.8% in
fiscal year 2000 as compared to fiscal year 1999. Existing product (Flow) sales
were lower in fiscal year 2000, primarily due to reduced sales to a major
European customer of approximately $348,000 in fiscal year 2000 as a result of a
restructuring of a sales agreement from a headquarters to a local operating unit
agreement. Sales were impacted as headquarters inventories were worked down.
Lower sales of a niche product of approximately $315,000 were impacted by an OEM
customer production problem which was resolved late in the fourth quarter. This
decrease in sales was partially offset by increased sales of the new water meter
introduced in March 1997, the ultrasonic flowmeter introduced in January 2000
and contract printer circuit board assembly. 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. The Company expects
to continue to maintain a healthy product development program.
NET INCOME (LOSS)
In fiscal year 2000, the Company recognized net losses of $138,860, as compared
to net income of $196,938 for fiscal year 1999. The loss in 2000 can be
attributed to the following:
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Gross margin on sales 3,540,483 3,983,907
Income from operations (130,600) 113,696
Loss on sale of stock (119,025) (6,574)
Other income 59,504 125,054
Interest expense (744) (266)
Income tax provision/(benefit) (52,005) 34,972
</TABLE>
The Company's decrease in net income in 2000 is due to the following reasons:
The gross margin on sales in 2000 was 38.3% compared to 41.1% in 1999, which is
attributable to higher labor and overhead cost , offset by lower material costs.
The loss from operations for 2000 was 1.41% of total sales compared to income
from operations of 1.17% in 1999. The change from income to loss from operations
is due to lower gross margin and increased research and development costs offset
by lower sales and marketing and general and administrative expenses. The loss
on sale of stock is approximately $112,000 greater in fiscal year 2000 than in
1999 primarily due to the loss on one investment. Other income is approximately
$66,000 lower in fiscal year 2000, due in part to shifts in the makeup of the
investment portfolio and gains on the disposal of assets in fiscal year 1999.
Interest expense was minimal in both years as there was no corporate debt.
Income taxes are approximately $87,000 less in fiscal year 2000 due to taxable
losses in 2000 compared to taxable income in 1999.
GROSS MARGINS
Overall gross margins for the past two years are reflected as follows:
<TABLE>
<CAPTION>
As of April 30
--------------
2000 1999
---- ----
<S> <C> <C>
Gross margin 38% 41%
</TABLE>
The decrease in gross margin from 1999 to 2000 was due to higher overhead (.8%)
and labor (3.1%) and warranty costs (0.5%) partially offset by lower material
(1.7%) costs. Management believes investments made in 2000 will make
manufacturing more efficient in the future.
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SELLING EXPENSE
The Company incurred the following selling expenses as a percent of sales:
<TABLE>
<CAPTION>
As of April 30
--------------
2000 1999
---- ----
<S> <C> <C>
Selling expense 21% 22%
</TABLE>
Selling expense decreased by approximately $224,000 and as a percent to sales.
The savings were achieved in part due to a decrease in sales subject to
commissions and reduced labor and marketing promotion expenses. In the future,
management expects to continue to promote the Company's products through
increased electronic (internet) sales activities, advertising in trade journals,
telemarketing and trade shows.
GENERAL AND ADMINISTRATIVE
General and administrative expense for the Company as a percent of sales for the
past two years is as follows:
<TABLE>
<CAPTION>
As of April 30
--------------
2000 1999
---- ----
<S> <C> <C>
General and administrative expense 9% 10%
</TABLE>
General and administrative expenses in fiscal year 2000 were slightly lower than
the prior year as a percent of sales. Actual expenses were approximately $66,000
lower in fiscal year 2000, primarily due to lower labor. Although no assurances
can be made, management intends in the future for general and administrative
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>
<CAPTION>
As of April 30
--------------
2000 1999
---- ----
<S> <C> <C>
Research and development expense 10% 8%
</TABLE>
Research and development expenses increased approximately $91,000 in fiscal year
2000, due to higher new product development costs. Management intends in the
future to continue product development activities; while continuing to perform
value engineering to lower product cost and improve product quality. There is no
assurance that the new product development activities will result in additional
sales for the Company.
LOSSES ON SALE/EXCHANGE OF STOCK
The Company recognized losses from the sale of stock, from investments, of
approximately $119,000 in fiscal year 2000, compared to losses of approximately
$7,000 in fiscal year 1999.
INTEREST RATES
The Company did not borrow any money in fiscal years 1999 and 2000.
INCOME TAXES
Income taxes as a percentage of pre-tax income are depicted below:
<TABLE>
<CAPTION>
As of April 30
--------------
2000 1999
---- ----
<S> <C> <C>
Income tax (benefit) expense (27)% 15%
</TABLE>
Please see Note 8 of the Notes to Financial Statements for a discussion of the
reasons income taxes have varied.
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TRENDS
Most of the Company's sales (approximately 76%) are generated in the United
States. Therefore, the health of the U.S. economy has a significant impact on
the Company. However, the Company currently has such a small share of the total
market that management believes the Company can continue to grow despite the
fluctuations in the domestic economy. While the Company generates approximately
24% of sales internationally, management believes that an improved Asian
economy, along with continued sales emphasis in developing nations, could result
in increased international sales beyond the current 24% in the near future.
Management can make no assurances, however, that the economic and political
conditions of the U. S., Asia, Europe and developing countries will result in
increased sales in the future.
The Company has a diverse product mix. Therefore, it is unlikely that any single
current competitor could 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 with less diverse product lines in the flow measurement industry.
In recent years the Company has developed a new product line for the commercial
water market, and also a non-intrusive flowmeter which is attached to the
outside of the pipe. The Company is also selling contract manufacturing of
electronic printed circuit board assembly services. Revenues for these products
and services are increasing rapidly and now account for nearly 25% of the
Company's total revenues.
The Company intends to 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 no debt. During fiscal year 1999 the Company
established a line of credit with Wells Fargo Bank West, N.A. which was renewed
in fiscal year 2000. In light of these events, management feels it has reduced
its exposure to developments that might impact capital markets and the
availability of capital.
Although it can make no assurances, the Company knows of no events and does not
anticipate any events to cause material changes in the revenue/cost relationship
in the foreseeable future.
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
(commonly known as the `Year 2000 Problem'). The Company replaced its inventory
and financial software in fiscal year 1998 with a system, which is Year 2000
compliant. The Company evaluated its other internal-use software and hardware
for Year 2000 compliance, and implemented a plan to replace all non-compliant
items either through upgrade or replacement. The cost of these
upgrades/replacements was approximately $50,000.
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.
To date, any impacts of the Year 2000 Problem have been minimal and dealt with
as they appear.
12
<PAGE> 13
ITEM 8. FINANCIAL STATEMENTS
The following financial statements of Engineering Measurements Company are found
on Pages 15 through 29.
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Certified Public Accountants 14
Balance Sheets-April 30, 2000 and 1999 15,16
Statements of Operations-Years Ended
April 30, 2000, and 1999 17
Statements of Cash Flows-Years Ended
April 30, 2000, and 1999 18
Statements of Changes in Stockholders'
Equity-Years Ended April 30, 2000, and 1999 19
Notes to Financial Statements 20-28
</TABLE>
13
<PAGE> 14
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, 2000 and 1999, and the related
statements of operations (and comprehensive operations), 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 auditing standards generally accepted
in the United States. 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, 2000 and 1999, and the results of its operations and its cash
flows for each of the years then ended, in conformity with accounting principles
generally accepted in the United States.
GRANT THORNTON LLP
Denver, Colorado
June 15, 2000 (except for Note 14,
as to which the date is July 6, 2000)
14
<PAGE> 15
ENGINEERING MEASUREMENTS COMPANY
BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
April 30, 2000 April 30, 1999
-------------- --------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 609,050 $ 697,697
Accounts receivable, net of allowance for doubtful
accounts and allowance for sales returns of $78,927 at
April 30, 2000 and $75,990 at April 30, 1999 1,219,365 1,097,330
Short-term investments 615,793 556,288
Inventories 1,516,251 1,667,011
Prepaid expenses 89,439 31,757
Income taxes receivable 75,000 0
Deferred income taxes 382,551 260,649
-------------- --------------
Total current assets 4,507,449 4,310,732
-------------- --------------
Property and equipment, at cost:
Land 568,940 568,940
Building & improvements 1,689,824 1,624,950
Vehicles 22,196 22,196
Machinery and equipment 4,268,002 4,099,524
Office furniture and fixtures 1,223,750 1,301,489
-------------- --------------
7,772,712 7,617,099
Less accumulated depreciation (4,811,402) (4,725,996)
-------------- --------------
Net property and equipment 2,961,310 2,891,103
-------------- --------------
Other assets
Note receivable 0 138,920
Other assets, net of amortization of $133,282 at
April 30, 2000 and $99,306 at April 30, 1999 298,488 132,351
-------------- --------------
Total other assets 298,488 271,271
TOTAL ASSETS: $ 7,767,247 $ 7,473,106
============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
15
<PAGE> 16
ENGINEERING MEASUREMENTS COMPANY
BALANCE SHEETS (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
April 30, 2000 April 30, 1999
-------------- --------------
<S> <C> <C>
Current liabilities:
Accounts payable $ 332,161 $ 320,853
Accrued compensation 301,513 278,238
Accrued liabilities 441,889 372,218
-------------- --------------
Total current liabilities 1,075,563 971,309
-------------- --------------
Long-term liabilities:
Deferred income taxes 244,400 220,500
-------------- --------------
Total long-term liabilities 244,400 220,500
-------------- --------------
Stockholders' equity:
Common stock, $.01 par value;
15,000,000 shares authorized at April 30, 2000,
5,000,000 shares authorized at April 30, 1999;
4,321,006 shares issued at April 30, 2000,
4,232,774 shares issued at April 30, 1999,
4,125,259 shares outstanding at April 30, 2000,
4,042,374 shares outstanding at April 30, 1999, 43,210 42,328
Capital in excess of par value 3,001,606 2,650,332
Unrealized holding losses (net of taxes) (49,262) (38,711)
Retained earnings 4,118,187 4,257,047
Treasury stock at cost; 195,747 shares at
April 30, 2000, and 190,400 at April 30, 1999 (666,457) (629,699)
-------------- --------------
Total stockholders' equity 6,447,284 6,281,297
-------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY: $ 7,767,247 $ 7,473,106
============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
16
<PAGE> 17
ENGINEERING MEASUREMENTS COMPANY
STATEMENTS OF OPERATIONS AND COMPREHENSIVE OPERATIONS
<TABLE>
<CAPTION>
Twelve Months Ended
April 30,
2000 1999
---- ----
<S> <C> <C>
Sales $ 9,234,052 $ 9,694,913
Cost of sales 5,693,569 5,711,006
------------ ------------
Gross margin on sales 3,540,483 3,983,907
------------ ------------
Operating expenses:
Selling 1,917,928 2,142,086
General and administrative 872,223 937,873
Research and development 880,932 790,252
------------ ------------
Total operating expenses 3,671,083 3,870,211
------------ ------------
Income(loss) from operations (130,600) 113,696
------------ ------------
Other income/(expense):
Loss on sale of stock (119,025) (6,574)
Interest expense (744) (266)
Interest and Dividend Income 54,697 93,237
Other income 4,807 31,817
------------ ------------
Total other income/(expense) (60,265) 118,214
Income/(loss) before income taxes (190,865) 231,910
Income tax provision/(benefit) (52,005) 34,972
------------ ------------
Net income/(loss) $ (138,860) $ 196,938
============ ============
Other comprehensive income (loss)
Unrealized holding loss (10,551) (12,441)
Tax benefit of stock option exercise 93,400 0
------------ ------------
Comprehensive income (loss) (56,011) 184,497
============ ============
Net earnings/(loss) per share $ (0.03) $ 0.05
Net earnings/(loss) per share on a fully
diluted basis $ (0.03) $ 0.05
============ ============
Weighted average number of
shares outstanding 4,082,890 4,021,729
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
17
<PAGE> 18
ENGINEERING MEASUREMENTS COMPANY
STATEMENTS OF CASH FLOWS:
INCREASE/(DECREASE) IN CASH
<TABLE>
<CAPTION>
Twelve Months Ended April 30,
2000 1999
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (138,860) $ 196,938
Adjustments to reconcile net income to
net cash provided by operating activities--
Depreciation and amortization 541,450 479,642
Deferred tax provision/(benefit) (98,002) 10,700
Provision for doubtful accounts/(recovery) 2,936 (12,223)
Loss on sales of investments 119,025 6,574
(Gain)/Loss on disposal of assets 1,406 (9,600)
Stock compensation 1,000 3,000
Changes in assets and liabilities-
Receivables (124,971) 329,349
Inventories 150,760 (429,960)
Income taxes receivable and prepaid expenses (132,682) 43,132
Accounts payable and accrued liabilities 104,254 (71,478)
------------ ------------
Net cash provided by operating activities 426,316 546,074
------------ ------------
Cash flows from investing activities:
Capital expenditures, net (579,848) (834,604)
Expenditures for intangible assets (62,993) (6,295)
Proceeds from/(expenditures for) note receivable 1,800 (92,155)
Investment purchases (657,498) (1,277,561)
Proceeds from sale of investments 468,417 1,251,385
Proceeds from sale of fixed assets 761 9,600
------------ ------------
Net cash used in investing activities (829,361) (949,630)
------------ ------------
Cash flows from financing activities:
Purchase of treasury stock (36,758) --
Proceeds from exercise of stock options 351,156 160,566
------------ ------------
Net cash provided by financing activities 314,398 160,566
------------ ------------
Net decrease in cash and cash equivalents (88,647) (242,990)
Cash and cash equivalents at beginning of period 697,697 940,687
------------ ------------
Cash and cash equivalents at end of period $ 609,050 $ 697,697
============ ============
Supplemental disclosure of cash flow information:
Cash paid during period for--
Interest $ 744 $ 266
Income taxes 24,633 3,428
Supplemental disclosure for non cash items:
Stock Compensation $ 1,000 $ 3,000
</TABLE>
The accompanying notes are an integral part of these financial statements.
18
<PAGE> 19
ENGINEERING MEASUREMENTS COMPANY
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<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 April 30, 1998 4,172,599 $ 41,726 $2,487,368 $ (26,270) $4,060,109 $ (629,699)
Net income 196,938
Stock Options
Exercised 59,538 596 159,970
Stock Compensation 637 6 2,994
Unrealized holding (losses) (12,441)
---------- ---------- ---------- ---------- ---------- ----------
Balance at April 30, 1999 4,232,774 $ 42,328 $2,650,332 $ (38,711) $4,257,047 $ (629,699)
Net income (138,860)
Treasury Stock (36,758)
Employee Stock Purchase Plan 4,495 45 20,606
Stock Options
Exercised 83,519 835 329,670
Stock Compensation 218 2 998
Unrealized holding (losses) (10,551)
---------- ---------- ---------- ---------- ---------- ----------
Balance at April 30, 2000 4,321,006 $ 43,210 $3,001,606 $ (49,262) $4,118,187 $ (666,457)
========== ========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
19
<PAGE> 20
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), and 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 8 to the
Financial Statements). The Company also markets contract electronics
manufacturing services through its direct sales force to businesses in northern
Colorado. (See Note 9 to the Financial Statements).
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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.
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 have historically been insignificant.
DEPRECIATION AND AMORTIZATION
Depreciation of property and equipment is provided on the straight-line method
over the estimated useful lives listed below. Patents, product safety approvals
and purchased technology are amortized on a straight-line basis over the periods
listed below:
<TABLE>
<S> <C>
Building and improvements 10-25 years
Vehicles 3-8 years
Machinery and equipment 5-10 years
Office furniture and fixtures 4-8 years
Patents 5-17 years
Product Safety Approvals 5-6 years
Purchased Technology 5 years
</TABLE>
20
<PAGE> 21
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.
EARNINGS PER SHARE
Primary earnings per share are based on the weighted average number of shares
outstanding during the year. Diluted earnings per share are based on the
assumption that all diluted potential common shares are dilutive stock options
that were converted at the beginning of the year.
The Company's common stock was split five-for-four in the form of a stock
dividend in October 1998. All shares, stock option data, and earnings per share
amounts have been restated to give effect to this stock dividend.
<TABLE>
<CAPTION>
For the Year Ended April 30, 2000
---------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
------------ ------------ ------------
<S> <C> <C> <C>
Net (Loss) $ (138,860)
============
BASIC EPS
Net Income available to common stockholders $ (138,860) 4,082,890 $ (0.03)
EFFECT OF DILUTIVE SECURITIES -- 124,690
Options
DILUTED EPS $ (138,860) 4,207,580 $ (0.03)
============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
For the Year Ended April 30, 1999
---------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
------------ ------------ ------------
<S> <C> <C> <C>
Net Income $ 196,938
============
BASIC EPS
Net Income available to common stockholders $ 196,938 4,021,729 $ 0.05
EFFECT OF DILUTIVE SECURITIES
Options -- 80,832
DILUTED EPS
------------ ------------ ------------
Income available to stockholders plus assumed conversions $ 196,938 4,102,561 $ 0.05
============ ============ ============
</TABLE>
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.
21
<PAGE> 22
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.
COMPREHENSIVE INCOME
The Company adopted Statement of Financial Accounting Standards No. 130 (SFAS
130), Reporting Comprehensive Income. SFAS 130 establishes standards for the
reporting and display of comprehensive income and its components.
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.
The amortized cost, unrealized gains and losses, and fair values of the
Company's available-for-sale securities held at April 30, 1999 and 2000 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 $ 387,004 $ 1,134 $ 32,031 $ 356,107
Debt securities 232,744 -- 32,563 200,181
---------- ---------- ---------- ----------
April 30, 1999 $ 619,748 $ 1,134 $ 64,594 $ 556,288
========== ========== ========== ==========
Available-for-sale securities
Equity securities $ 328,777 $ 0 $ 47,836 $ 280,941
Debt securities 367,775 610 $ 33,533 334,852
---------- ---------- ---------- ----------
April 30, 2000 $ 696,552 $ 610 $ 81,369 $ 615,793
========== ========== ========== ==========
</TABLE>
The following table lists the maturities of debt securities held at April 30,
2000, classified as available-for sale:
<TABLE>
<CAPTION>
Estimated
Amortized
Cost Fair Value
--------- ----------
<S> <C> <C>
Due in one year or less $257,877 $258,485
Due after one year through five years 109,898 76,367
-------- --------
$367,775 $334,852
======== ========
</TABLE>
Proceeds on sales of securities classified as available-for-sale were $461,670
in fiscal year 2000, compared to $1,251,385 in fiscal year 1999. Gains of
$29,763 and losses of $148,788 were realized on these sales for 2000, and
$48,810 in gains and $55,384 of losses for 1999. The Company uses the specific
identification method to determine cost of securities sold.
22
<PAGE> 23
4. INVENTORIES
Inventories are as follows:
<TABLE>
<CAPTION>
April 30
--------
2000 1999
---------- ----------
<S> <C> <C>
Raw material and work-in-process $1,201,216 $1,263,617
Finished goods 315,035 403,394
---------- ----------
$1,516,251 $1,667,011
========== ==========
</TABLE>
5. NOTE RECEIVABLE
At April 30, 1999, the Company had a note receivable of $138,920 with an
unaffiliated third party to provide financing in the development of a new
flowmeter technology. The note had a 6% interest rate and was payable upon
demand or upon termination of the loan agreement. The Company exercised the
option to purchase the undivided one-half interest of the developed technology
for the balance of the receivable in May, 1999.
6. SHORT-TERM DEBT
The Company signed a line of credit for up to $500,000 with Wells Fargo Bank
West, N.A., secured by accounts receivable on October 27, 1998. The line of
credit matured on September 30, 1999, at which time the agreement was renewed.
The new maturity date is September 30, 2000, and has an interest rate of 9.00%,
equal to Wells Fargo Bank's prime rate. The Company has not utilized the line of
credit.
7. 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.
23
<PAGE> 24
The following is a summary of the provision (benefit) for income taxes:
<TABLE>
<CAPTION>
Year Ended April 30
-------------------
2000 1999
---- ----
<S> <C> <C>
Current provision (benefit)
Federal $ 40,097 $ 21,292
State 5,900 2,980
---------- ----------
$ 45,997* $ 24,272
========== ==========
Deferred provision (benefit)
Federal $ (85,442) $ 9,180
State (12,560) 1,520
---------- ----------
$ (98,002) $ 10,700
========== ==========
Total provision (benefit)
Federal $ (45,345) $ 30,472
State (6,660) 4,500
---------- ----------
$ (52,005) $ 34,972
========== ==========
</TABLE>
*Current provision does not include the benefit of the tax effect related to the
exercise of stock options.
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
-------------------
2000 1999
---- ----
<S> <C> <C>
Income taxes at statutory rate $ (72,500) $ 88,100
Permanent tax differences 4,700 (21,500)
Change in estimate of prior year accrual 11,863 (29,321)
Other 3,932 (2,307)
---------- ----------
Income tax expense(benefit) $ (52,005) $ 34,972
========== ==========
</TABLE>
Components of deferred tax assets and liabilities:
<TABLE>
<CAPTION>
April 30,
---------
1999 1999
---- ----
<S> <C> <C>
Assets
Reserve for bad debt $ 31,000 $ 30,000
Inventory cost capitalization 15,000 9,000
Reserve for obsolete inventory 68,000 75,000
Book basis of stock less than tax basis 81,000 35,000
Investments stated at market 31,000 25,000
Reserve for warranty costs 18,000 21,000
Vacation accrual 50,000 47,000
Net operating loss carry forward 72,000 0
Other 16,551 18,649
---------- ----------
$ 382,551 $ 260,649
Liabilities
Accelerated depreciation (244,400) (220,500)
---------- ----------
Net Asset $ 138,151 $ 40,149
========== ==========
</TABLE>
24
<PAGE> 25
Included in the Company's balance sheets as follows:
<TABLE>
<CAPTION>
April 30,
---------
2000 1999
---- ----
<S> <C> <C>
Current assets $ 382,551 $ 260,649
Long-term liabilities (244,400) (220,500)
------------ ------------
Net Asset $ 138,151 $ 40,149
============ ============
</TABLE>
8. FOREIGN SALES
The Company had foreign sales of 24.3% and 27.8% of total sales in the fiscal
years ended April 30, 2000 and 1999, respectively. The breakdown of foreign
sales for fiscal years 2000 and 1999, in dollars and percent of total sales are:
<TABLE>
<CAPTION>
Year ended April 30,
--------------------
2000 1999
---- ----
<S> <C> <C> <C> <C>
Europe $1,335,000 14.5% $1,580,000 16.3%
Asia 658,000 7.1% 755,000 7.8%
Other 249,000 2.7% 356,000 3.7%
</TABLE>
9. 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 period ending April 30, 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 Operations and
Comprehensive Operations. 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.
25
<PAGE> 26
<TABLE>
<CAPTION>
FY 2000 FY 1999
------------------------------------------- --------------------------------------------
Contract Contract
Electronics Electronics
Flow Products Manufacturing Totals Flow Products Manufacturing Totals
------------------------------------------- --------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Twelve Months Ended April 30:
Revenues 8,096,555 1,137,497 9,234,052 8,892,756 802,157 9,694,913
Depreciation & Amortization 396,357 145,093 541,450 378,880 100,762 479,642
Segment Profits (Losses) (197,989) 67,389 (130,600) 38,854 74,842 113,696
Segment Assets 7,296,172 471,075 7,767,247 6,942,166 530,940 7,473,106
Expenditures for Segment Assets 476,563 103,285 579,848 417,233 417,371 834,604
</TABLE>
10. STOCK OPTION PLANS
The 1991 Nonemployee Director Stock Plan authorized 200,000 shares, while the
1991 Incentive Plan authorized 600,000 shares. During fiscal year 1998, EMCO
terminated the 1991 Nonemployee and Incentive Plans and adopted a new plan, the
1997 Incentive Plan with 625,000 shares authorized. The Company issued options
for 127,000 shares under the plan in fiscal year 2000 and 164,375 shares in
fiscal year 1999.
A summary of stock option transactions follows:
<TABLE>
<CAPTION>
2000 1999
------------------------ ------------------------
Weighted Weighted
Average average
Exercise exercise
Shares Price Shares price
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Options outstanding May 1, ........... 295,182 $ 3.55 246,595 $ 2.86
Granted ................................ 127,000 $ 5.42 164,375 $ 4.00
Canceled ............................... (625) $ 4.80 (56,250) $ 2.72
Exercised .............................. (83,519) $ 2.84 (59,538) $ 2.70
---------- ----------
Options outstanding April 30, ........ 338,038 $ 4.43 295,182 $ 3.55
========== ==========
</TABLE>
Weighted average fair value of options granted during the year ended April 30,
2000 and April 30, 1999 is $ 3.07 and $ 2.34 per share respectively.
The following information applies to options outstanding at April 30, 2000:
<TABLE>
<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
$2.00 - $2.99 58,125 1.40 $ 2.68 58,125 $ 2.68
$3.00 - $4.49 84,188 2.23 $ 3.90 46,688 $ 3.85
$4.50 - $6.74 179,725 8.18 $ 5.11 174 725 $ 5.08
$6.75 - $10.12 16,000 9.80 $ 7.50 16,000 $ 7.50
------------ ------------
338,038 295,538
============ ============
</TABLE>
26
<PAGE> 27
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(loss) and earnings(loss) per share would have been:
<TABLE>
<CAPTION>
2000 1999
------------ ------------
<S> <C> <C>
Net income (loss)
As reported (138,860) 196,938
Pro forma - net of deferred tax benefit (442,524) 81,520
Primary earnings (loss) per share
As reported $ (0.03) $ 0.05
Pro forma $ (0.11) $ 0.02
</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. 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 2000
and 1999:
<TABLE>
<S> <C>
Expected life (years)........ 5.741
Risk-free interest rate...... 6.037%
Volatility................... 50.000%
</TABLE>
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.
11. EMPLOYEE STOCK PURCHASE PLAN
Shareholders approved the 1998 Employee Stock Purchase Plan in October 1998. The
plan provides for eight semi-annual offering periods with an aggregate of
187,500 shares of the Company's common stock. Eligible employees include those
having at least two years of continuous service at the beginning of the offering
period, who work at least 20 hours per week, are not 5% or greater shareholders,
and who earn less that $80,000 per year in annual base salary. Employees may
elect to have up to 10% of their regular base salary withheld for the purchase
of shares of the Company's common stock subject to limits of a maximum of 500
shares or $25,000 worth of Common Stock per year. The Company grants each
participant an option to purchase on the last day of the six month offering
period the number of full shares of Common Stock as their payroll deductions for
that period will allow at the Option price for the period. The option price for
any period is ordinarily the lesser of 85% of the closing price of the stock on
the first or last day of the offering period or the nearest prior day on which
trading occurred. The first offering period began January 1, 1999. Employees
purchased a total of 4,495 shares in the offering periods ending June 30, 1999,
and December 31, 1999.
27
<PAGE> 28
12. 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 2000 and 1999 was $21,925 and $22,360, respectively.
13. 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>
2000 1999
---- ----
Carrying Fair Carrying Fair
Value Value Value Value
----- ----- ----- -----
<S> <C> <C> <C> <C>
Cash and cash equivalents $609,050 $609,050 $697,697 $697,697
Short-term investments 615,793 615,793 556,288 556,288
Note receivable 0 0 138,920 138,920
</TABLE>
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, Cash Equivalents, and Note Receivable
The carrying amount approximates fair value because of the short maturity of
those instruments.
14. SUBSEQUENT EVENT
On July 6, 2000, the Company's Board of Directors voted unanimously to sign a
definitive agreement to enter into a merger to be accounted for as a pooling of
interests with Advanced Energy Industries, Inc., a Delaware corporation
headquartered in Fort Collins, Colorado. Under the terms of the agreement, all
of EMCO's outstanding common stock as of the effective date of the merger will
be exchanged for shares of Advanced Energy Industries, Inc. common stock based
upon an exchange ratio. The exchange ratio is determined by dividing 900,000 by
the sum of EMCO's outstanding shares plus outstanding options as of the closing
of the transaction. It is intended that this merger qualify as a reorganization
within the meaning of Section 368 of the Internal Revenue Code of 1986, as
amended for federal income tax purposes.
28
<PAGE> 29
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY; COMPLIANCE WITH SECTION
16(a) OF THE EXCHANGE ACT.
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:
<TABLE>
<CAPTION>
Year
Elected as Position, Date first held
Name of Director Director or and Principal Occupation
or Officer Age Officer (For Past Five Years)
---------- --- ------- ---------------------
<S> <C> <C> <C>
Charles E. Miller 62 1967 Chief Executive Officer, President, Director and Chairman of the Board, previously
President from 1967 to 1987; Member of the Board of Director Option Committee.
Saeid Hosseini 37 1995 Vice President of Sales and Marketing. Previously 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 Teegardin 38 1997 Vice President of Operations. Previously Director 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. Mr. Teegardin resigned
effective June 23, 2000.
William A. Ringer 66 1978 Director, Member of the Audit and Compensation Committees; Former 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. Miller 53 1995 Director, Member of the Incentive Plan and Compensation Committees; 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 Kluck 72 1995 Director, Member of the Audit, Compensation, and 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.
Trung T. Doan 41 2000 Director, Member of the Audit Committee. Vice President of Process Development at
Micron Technology, Inc., Boise, Idaho, which is not an affiliate of the Company.
Director of Nutool Corporation, Santa Clara, California, which is not an
affiliate of the Company. Employed by Micron Technology, Inc. in an executive
capacity for more than five years prior to the date of this report.
</TABLE>
29
<PAGE> 30
The Board of Directors has standing Audit, Compensation, and Incentive Plan
Committees. Mr. Ringer, Mr. Kluck and Mr. Doan constitute the members of the
Audit Committee, and Messrs. Thomas 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, 2000. 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 entire Board of Directors
administers the Incentive Plan. Incentive Plan Committee and the Board of
Director Option Committee make recommendations regarding the Incentive Plan.
Such Committees did not meet formally during the last fiscal year.
The Board of Directors held five meetings during the fiscal year ending April
30, 2000. All Directors attended all meetings of the Board of Directors and all
committees on which they serve.
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. David
Miller is one of the Company's investment brokers.
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.
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth all cash compensation awarded to, earned by, or
paid to the Company's Chief Executive Officer for services in all capacities to
the Company during the fiscal year ended April 30, 2000. There were no other
executive officers of the Company who earned $100,000 or more during fiscal year
2000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Securities All
Name and Annual Restricted Underlying LTIP Other
Principal Compen- Stock Options/ Pay- Compen-
Position Year Salary ($) Bonus ($) sation ($) Awards ($) SAR's (#) outs ($) sation ($)
-------- ---- ---------- --------- ---------- ---------- --------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Charles E. Miller, 1998 $135,000 $0 $67,500 0 0 0 $1,350
CEO and Chairman of 1999 $135,000 $0 0 0 0 0 $1,350
the Board 2000 $135,000 $0 0 0 0 0 $1,350
</TABLE>
Other Annual Compensation reflects the dollar value of the market price over the
exercise price on options exercised.
Other Compensation reflects the matching portion of the Company's 401K plan.
30
<PAGE> 31
OPTION/SAR GRANTS IN LAST FISCAL YEAR
None.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Number of Securities
Underlying Value of Unexercised
Unexercised In-the-Money
Options/SAR's at Options/SAR's at
FY-End (#) FY-End ($)
Shares Acquired Exercisable/ Exercisable/
Name On Exercise (#) Value Realized ($) Unexercisable Unexercisable
---- --------------- ------------------ ------------- -------------
<S> <C> <C> <C> <C>
Charles E. Miller 0 $0 6,250/0 $12,500/$0
6,250/0 $ 9,375/$0
</TABLE>
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
None.
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.
In fiscal year 1999, stock options to purchase 75,000 shares were issued to the
outside directors. Messrs. Ringer, Kluck and Thomas Miller were each issued
options to purchase 25,000 shares. In fiscal year 2000, stock options to
purchase 15,000 were issued to the new director, Mr. Doan.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS.
Upon the occurrence of a Change in Control, each Option granted under the
Company's 1997 Incentive Plan and outstanding at such time shall become fully
and immediately exercisable and shall remain exercisable until its expiration,
termination or cancellation pursuant to the terms of the Plan. A Change of
Control is where any person (who is not such a person on August 1, 1997) becomes
the "beneficial owner" directly or indirectly, of securities of EMCO
representing 35% or more of EMCO's outstanding securities.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth as of June 30, 2000, 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 and by all directors and officers as a group:
31
<PAGE> 32
<TABLE>
<CAPTION>
Name of Amount and Nature Percent
Title of Class Beneficial Owner of Ownership of Class
-------------- ---------------- ------------ --------
<S> <C> <C> <C>
Common Stock Charles E. Miller 1,556,432 (1) 37.7
Common Stock William A. Ringer 123,625 (2) 3.0
Common Stock Saeid Hosseini 89,250 (3) 2.2
Common Stock David S. Miller 492,398 (4) 12.0
Common Stock Walter Kluck 25,855 (5) 0.6
Common Stock Thomas G. Miller 520,774 (6) 12.6
Common Stock Ken Teegardin 36,000 (7) 0.9
Common Stock Trung T. Doan 15,000 (8) 0.4
All Directors and Officers as a Group (Seven Persons) 2,366,936 55.4
</TABLE>
(1) Record and Beneficial; includes 1,543,932 shares of common stock owned
directly; an option to purchase 12,500 shares of common stock under the
1991 Incentive Plan; Mr. Miller has sole voting and investing power on
1,476,057 of the owned shares; the remaining 67,875 shares have shared
voting and investment power. Charles E. Miller's business address is 600
Diagonal Highway, Longmont, CO 80501.
(2) Record and Beneficial; Mr. Ringer has sole voting and investment power on
98,125 shares of the owned shares; the remaining 500 shares have shared
voting and investment power. Mr. Ringer also has an option to purchase
25,000 shares of common stock pursuant to the 1997 Incentive Plan. William
A. Ringer's address is P.O. Box 1018, Wilson, WY 83014.
(3) Record and Beneficial; includes 61,750 shares of common stock owned with
sole voting and investment power; an option to purchase 15,000 shares of
common stock under the 1991 Incentive Plan and an option to purchase 12,500
shares under the 1997 Incentive Plan. Saeid Hosseini's business address is
600 Diagonal Highway, Longmont, CO 80501.
(4) Record and Beneficial; includes 492,398 shares of common stock owned. David
Miller has sole voting and investment power for 450,488 of the shares; the
remaining 41,910 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 855 shares of common stock owned with sole
voting and investment power; and an option to purchase 25,000 shares of
common stock under the 1997 Incentive Plan. Walter Kluck's business address
is P.O. Box 421, Clifton, NJ 07015.
(6) Record and Beneficial; Mr. Miller has sole voting and investment power on
491,837 of the owned shares; the remaining 3,937 shares have shared voting
and investment power. Mr. Miller has an option to purchase 25,000 shares of
common stock under the 1997 Incentive Plan. Thomas G. Miller's business
address is 11725 W. 112th St., Overland Park, KS 66210.
(7) Record and Beneficial; includes 1,000 shares of common stock owned with
sole voting and investment power; and an option to purchase 12,500 shares
of common stock under the 1991 Incentive Plan and an option to purchase
22,500 shares under the 1997 Incentive Plan. Ken Teegardin's business
address is 600 Diagonal Highway, Longmont, CO 80501.
(8) Record and Beneficial; Mr. Doan has an option to purchase 15,000 shares of
common stock under the 1997 Incentive Plan. Trung T. Doan's business
address is 8000 S. Federal Way, Boise, Idaho 83707-0006.
32
<PAGE> 33
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
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.
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.
10-7 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.
10-9 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, 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 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
Danfoss and EMCO, dated June 13, 1995, filed as Exhibit 10-13 on
Form 10-KSB for the year ended April 30, 1994, and hereby
incorporated by reference.
10-15 1997 Incentive Plan as Exhibit A to the Company's Proxy Statement
for the Annual Meeting of Shareholders held October 22,1997, filed
on September 25, 1997, and hereby incorporated by reference.
10-16 Amendment to License Agreement, and Delivery Contract between
Danfoss and EMCO, dated October 6, 1998, filed as Exhibit 10-16 on
Form 10-KSB for the year ended April 30, 1999.
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.
23 Consent of Grant Thornton to incorporate auditors report into the
Registrant's S-8.
27 Financial Data Schedule for fiscal year ended April 30, 2000.
99 Press Release
(B) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the quarter ended April 30, 2000.
33
<PAGE> 34
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 25, 2000
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 25, 2000
Principal Accounting Officer)
July 25, 2000
/s/ Walter Kluck /s/ Thomas G. Miller
---------------- --------------------
Walter Kluck Thomas G. Miller
(Director) (Director)
July 25, 2000 July 25, 2000
/s/ Trung T. Doan
-----------------
Trung T. Doan
(Director)
July 25, 2000
34
<PAGE> 35
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
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.
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.
10-7 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.
10-9 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, 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 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
Danfoss and EMCO, dated June 13, 1995, filed as Exhibit 10-13 on
Form 10-KSB for the year ended April 30, 1994, and hereby
incorporated by reference.
10-15 1997 Incentive Plan as Exhibit A to the Company's Proxy Statement
for the Annual Meeting of Shareholders held October 22,1997, filed
on September 25, 1997, and hereby incorporated by reference.
10-16 Amendment to License Agreement, and Delivery Contract between
Danfoss and EMCO, dated October 6, 1998, filed as Exhibit 10-16 on
Form 10-KSB for the year ended April 30, 1999.
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.
23 Consent of Grant Thornton to incorporate auditors report into the
Registrant's S-8.
27 Financial Data Schedule for fiscal year ended April 30, 2000.
99 Press Release
</TABLE>
