U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
(Amendment No. 1)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from ____ to ____
Commission File No. 1-13628
INTELLIGENT CONTROLS, INC.
(Name of small business issuer in its charter)
Maine 01-0354107
(State of incorporation) (IRS Employer Identification No.)
74 Industrial Park Road, Saco, Maine 04072
(Address of principal executive offices) (Zip code)
Issuer's telephone number: (207) 283-0156
Securities registered under Section 12(b) of the Exchange Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which registered
- ------------------- -----------------------------------------
<S> <C>
Common Stock, American Stock Exchange
no par value
</TABLE>
Securities registered under Section 12(g) of the Exchange Act: None
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 [ ]
Check if no disclosure of delinquent filers in response 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: $9,891,000
The aggregate market value of the voting stock held by non-affiliates as of
March 16, 1997 was $4,143,600.
There were 3,242,394 shares of Common Stock of the issuer outstanding as of
March 16, 1997.
DOCUMENTS INCORPORATED BY REFERENCE: None
Transitional Small Business Disclosure Format: Yes [ ] No [X]
This Amendment contains the information required in Items 9, 10, 11, and
12 of Form 10-KSB. In addition, this Amendment corrects a typographical
error in a net sales table in Item 1.
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
Intelligent Controls Inc. ("INCON" or the "Company") is a Maine corporation
founded in 1978. Primarily, INCON develops, manufactures, and sells
electronic measurement systems to the petroleum and power utility
industries. The table below shows sales for these product lines over the
past three years.
NET SALES BY PRODUCT LINE
(Dollars In Thousands)
<TABLE>
<CAPTION>
1996 1995 1994
--------------- --------------- --------------
Total % of Total % of Total % of
Sales Sales Sales Sales Sales Sales
----------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Petroleum (ATG):
OEMs $ 557 6% $ 264 3% $ 372 5%
End Users 7,881 79% 7,856 84% 5,617 78%
Utility and Other
Power Utility 1,198 12% 912 10% 939 13%
General Instrument 255 3% 244 3% 267 4%
---------------------------------------------------
TOTAL NET SALES $9,891 100% $9,276 100% $7,195 100%
</TABLE>
Petroleum Equipment Segment
INCON manufactures a line of electronic instruments for use in retail
gasoline stations and similar locations where petroleum fuels or chemicals
are stored in underground storage tanks ("USTs") and above ground storage
tanks ("ASTs"). The product line includes automatic tank gauges, dedicated
leak detectors, liquid level sensors, line leak detectors, and various
accessories, all of which are used to meet UST monitoring regulations
promulgated by the U.S. Environmental Protection Agency (the "EPA"), and to
provide information for the station owner to manage his inventory and
business. The manufacturing process for these and other INCON products
consists of light mechanical and electronic assembly.
In the petroleum equipment segment, INCON's primary products are its
automatic tank gauge systems, which consist of wall-mounted electronic tank
gauge consoles, tank-mounted liquid level sensors, leak sensors, and
associated accessories. These systems provide very accurate measurement of
inventory (gasoline or other liquid) in a UST or AST. INCON's tank gauges
also perform leak tests to determine whether product is leaking from the
tank. ATG systems can also monitor a wide variety of leak detection sensors
which may be located between the walls of double wall tanks, in sumps, under
dispensers, or in other locations where leaking product may collect.
In 1995 INCON began field testing a new product for detecting leaks in
pipes. The Company's electronic Line Leak Detector ("LLD") monitors the
pressurized piping between the tank-mounted submersible pump (located in the
tank) and the dispenser (gas pump) in service stations and similar
facilities. The product is designed to meet pipeline monitoring
requirements imposed by EPA regulations. The LLD can interface with the ATG
or stand alone. In 1996 the product went through a number of design changes
and an extensive beta test program. The product is now in full release.
INCON also offers dedicated leak detection ("DLD") consoles. These devices
are similar to the ATG console, except that they do not measure inventory
levels. Instead, these devices monitor leak detection sensors only, and
provide certain kinds of customers with an inexpensive alternative for
achieving regulatory compliance.
In addition to the ATG consoles, line leak detectors and liquid level
sensors, INCON offers a wide variety of accessories, software, and leak
detection sensors. These provide the ability to expand the systems for
special applications, allow the systems to sense leaks in many different
locations, and simplify installation. Some of these products are assembled
by the Company, although many are made by outside vendors to INCON's
specifications.
In September 1994 INCON began producing its own liquid level sensor. INCON's
liquid level sensors are based on magnetostrictive position measurement
technology which is widely accepted in the industry. The in-house
manufacturing of liquid level sensors gives INCON increased control over
this important component and has significantly reduced the overall cost of
this component to the Company. In most cases, each UST or AST requires a
liquid level sensor. INCON's ATG consoles will support from one to eight
liquid level sensors.
Under a private label contract, INCON manufactures a Digital Liquid Level
Sensor ("DLP"). This device integrates microcomputer functions of the
automatic tank gauge console into the tank mounted liquid level sensor. The
microprocessor in the DLP interprets the signals from the level and
temperature sensing systems and transmits the processed data to a remote
computer or other device. Data from many sensors are transmitted over a
common cable in a manner similar to a computer local on a network. This
product eliminates the need for the ATG console, and allows the ATG
information to be read directly by personal computers, cash registers, point
of sale equipment, or fuel management systems, whether remotely or at the
site.
The demand for ATGs, DLDs, and LLDs domestically has been bolstered by
regulations promulgated by the Environmental Protection Agency and, in some
cases, by state environmental regulators. Present EPA regulations require
new UST systems to meet certain performance standards and all USTs (new or
old) to be monitored for leakage. In addition to more sophisticated
techniques (such as automatic tank gauging), EPA regulations currently
permit the use of inventory reconciliation and manual (dip stick) testing as
a means of leak detection. Although simpler and less expensive, these
methods do not provide for accurate inventory measurement and control.
Moreover, EPA leak detection requirements will become more stringent. After
December 22, 1998, inventory reconciliation and manual testing will be
permissible only (i) during the first ten years after a tank is newly
installed or upgraded in accordance with EPA performance standards or (ii)
in the case of small tanks having less than 550 gallons of capacity. In
addition all tanks must meet EPA performance standards by 1998. Management
anticipates that the 1998 upgrade deadline and restriction of reconciliation
and manual testing will favorably affect the market for ATGs, DLDs, and LLDs
through 1998 and beyond.
Internationally, many countries have environmental laws similar to the
United States and the demand for ATGs, DLDs and LLDs is expected to grow in
these countries. In 1996, INCON received a $2 million dollar order to supply
tank gauge systems to Taiwan.
Power Utility and General Instrument Segment
INCON's Power Utility and General Instrument Lines consist of electronic
instruments for measurement and control in power utilities and general
industrial applications. Typical customers include large publicly owned
electric power utilities, municipal utilities, and manufacturing customers.
The power utility product line includes two instruments used in power
utility substations, the Model 1250, and the Optimizer[TRADEMARK]. These
products offer automated control and data collection for electrical
substations. Two other power utility products, the Model 1255 and Model
1810, are offered for use in automating hydroelectric generating plants.
The Model 1250 Tap Position Monitor is used on large high-voltage
transformers. These transformers are typically equipped with "tap changers"
which regulate the voltage on the power utility transmission and
distribution grid. The voltage is adjusted by switching to any one of
approximately 32 "voltage taps." The Model 1250 allows the utility to
monitor which tap has been selected from a central monitoring facility
through their "system control and data acquisition" system (SCADA). The
utility can then establish interactive control over the tap selection
equipment through the same SCADA system and can thereby adjust and regulate
the voltage being produced by the transformer. This product is sold directly
to the manufacturers of transformers and is mounted on most new transformers
sold.
The Optimizer is a microprocessor-based monitoring device used to predict
life and to schedule preventive maintenance for high voltage circuit
breakers used by electric power utilities. It measures the energy
dissipated by the contacts in large circuit breakers as they operate. The
Optimizer product can help power utilities reduce the cost of breaker
maintenance and avoid service interruptions. The product was fully released
in 1996 and is being marketed both domestically and internationally.
Based on data from Electrical World Magazine, the Company's management
estimates that there are approximately 400,000 power utility circuit
breakers in the United States. Compared to the present industry standard of
periodically disassembling the breaker, inspecting it, and replacing key
parts, the Optimizer offers the advantage of actually measuring the stress
to which the circuit breaker has been subjected to and better predicting
when it needs maintenance. This information allows the utility to extend
the interval between preventive maintenance operations thereby significantly
reducing the cost of circuit breaker maintenance. Based on industry
technical meetings and meetings with power utility executives, INCON
management believes power utilities in recent years have increased their
level of investment in monitoring equipment in order to control maintenance
costs.
Competition
The petroleum equipment business is very competitive. The Company's
products compete with similar products from other manufacturers in the
industry. In addition to INCON, there are at least four other significant
suppliers of automatic tank gauge systems, one of whom is believed to have
approximately a 50% market share. These suppliers generally are larger and
have greater resources than the Company. In addition, there are at least
ten other minor suppliers of ATGs.
INCON has a strong competitive position in the power utility business for
its particular product niche. The Company is the only supplier of
programmable tap position monitoring systems in the United States, and
competes only with older technologies. The competing products tend to be
somewhat lower in price, but are more difficult to install, are not
programmable, and have more parts that are subject to wear and replacement.
There are many types of transformers and tap changers in service in the
United States today that operate with the Model 1250, and the 1250's
programmability gives it a major advantage over non-programmable products.
INCON owns exclusive rights to the U.S. patent on the Optimizer technology.
Rising interest in the concept of circuit breaker monitoring has resulted in
several competing products being offered by other companies. However,
competing products tend to have fewer features and are more costly.
Raw Materials
In most of its products, INCON tries to utilize off-the-shelf electronic
components which are readily available from more than one distributor.
However, there are some products which are designed around a particular
manufacturer, such as in the use of microprocessor chips and printers. If
one of these manufacturers were to suddenly cease production of a key
component, the Company might need to find an alternate source or redesign
the product.
Stainless steel and brass are the major components in two of the Company's
products. Both of these commodities can fluctuate greatly in price due to
supply and demand, thereby affecting the Company's future earnings.
Intellectual Property
INCON markets its petroleum equipment products under the registered
trademark "Tank Sentinel".
INCON holds two patents for its electrical instruments and has filed a
patent on its LLD product. The Company has copyrights for certain software.
INCON's key software is highly technical and would be difficult to copy.
The Company has numerous trade secrets with regard to methods of detecting
leaks in tanks and pipelines. Among these are the INCON's volumetric tank
leak testing algorithm, its continuous automatic leak detection algorithm,
and its method of detecting leaks in pressurized piping. Similarly, INCON's
process for producing the magnetostrictive wire required by the liquid level
sensor is a Company secret.
General
In 1996 no single customer accounted for more than 10% of the Company's
business.
As of March 7, 1997 the Company employed 74 employees, including 10 in sales
and marketing, 11 in research and development, 9 in administration, and 44
in manufacturing. All but 4 of these employees are full time.
The Company markets its products through networks of independent sales
representatives. The Company also makes some of its sales on a direct
basis, particularly in the case of products sold to OEMs.
INCON continuously invests in the development of new products and new
applications for existing products. During 1994, 1995, and 1996, the
expenditures relating to the development of new products and improvements to
existing products were approximately $465,000, $965,000, and $983,000,
respectively.
Government Regulation
The automatic tank gauge product line is used in service stations and
requires listing by Underwriters Laboratory (UL) in the United States and by
the Canadian Standards Association (CSA) in Canada. All major portions of
the Tank Sentinel[REGISTERED TRADEMARK]ATG product line, including line leak
detectors, are presently listed by UL and CSA.
The Tank Sentinel[REGISTERED TRADEMARK]ATG products perform leak detection
in accordance with EPA regulation 40 CFR Part 280, Subpart D. To prove
compliance with the federal and state regulations for monthly leak
detection, the ATG system and line leak detectors must be tested by an
independent laboratory in accordance with EPA regulations and certified to
meet the EPA performance requirements. The INCON TS-1000 system, TS-2000
system and TS-LLD have been tested by Ken Wilcox Associates of Blue Springs,
Missouri.
The Tank Sentinel[REGISTERED TRADEMARK]ATG products also meet the much more
stringent standard for tank tightness. To prove compliance with the federal
and state regulations for tank tightness tests, the ATG system must be
tested by an independent laboratory in accordance with EPA/530/UST-90/006
and certified to meet the EPA performance requirements. The INCON TS-1000
and TS-2000 systems have been tested by Ken Wilcox Associates. In Canada
the TS-1000 system, TS-2000 and TS-LLD are certified by Underwriters
Laboratory of Canada in accordance with ULC/ORD-C58.12-1992, "Leak Detection
Devices (Volumetric Type) For Underground Flammable Liquid Storage Tanks".
This standard is very similar to EPA/530/UST-90/006.
With regard to INCON's own operations, the cost of compliance with federal,
state, and local environmental laws does not materially affect the Company's
financial condition.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
The members of the Company's Board of Directors are as follows:
<TABLE>
<CAPTION>
Year First
Elected as
Name of Director Age Director Positions with Company
- ---------------- --- ---------- ----------------------
<S> <C> <C> <C>
Alan Lukas 46 1978 Chief Executive Officer,
Chairman of the Board,
Director
Charlton H. Ames 55 1991 Director
Nathaniel V. Henshaw 35 1993 Director
George E. Hissong 61 1996 Director
Paul F. Walsh 47 N/A Nominee for election as a
Director
</TABLE>
The directors of the Company are elected for one year terms at the Annual
Meeting of Shareholders.
The executive officers of the Company are as follows:
<TABLE>
<CAPTION>
Name Age Positions with Company
- ---- --- ----------------------
<S> <C> <C>
Alan Lukas 46 Chief Executive Officer, Director, and Chairman
of the Board
Kenneth J. Burek 37 Vice President of Finance
</TABLE>
Mr. Lukas founded INCON in 1978. Previously he had held positions as
Project Engineer at GenRad (1972-1973), Applications Engineer at Analog
Devices, Inc. (1973), Product Marketing Manager at Teledyne Philbrick
(1974), and Engineering Manager at Process Development Corp., Division of
Honeycomb Systems (1975-1978). From 1975 to 1978, Mr. Lukas served on the
Board of Directors of ImmunoSystems Inc. of Scarborough, Maine, a firm
engaged in the detection of hazardous substances in the environment. He
currently serves on the Board of Directors and Executive Committee of the
Center for Technology Transfer in Portland, Maine, and is a member of the
Advisory Board of the School of Engineering Science at the University of
Southern Maine. He has been a director of INCON since 1978.
Mr. Ames has served as President of Morse, Payson & Noyes Capital Corporation,
a private investment firm, since 1985. Since such time, he has also managed
the investment portfolio of Katahdin Securities, a venture capital firm.
From 1977 to 1985, he was Vice President of Ames & Wellman Company, a private
investment firm. Mr. Ames became a Director of INCON in 1991.
Mr. Henshaw has been a Loan & Investment Officer of Coastal Enterprises, Inc.
(CEI), which provides various types of equity and debt financing to local
businesses, since 1988. He also serves as President of Coastal Ventures,
Inc., the general partner of a recently formed venture capital fund sponsored
by CEI. Mr. Henshaw became a Director of INCON in 1993.
Mr. Hissong has served as a Trustee of the Kennebunk Light and Power District
since 1991. From 1978 to 1986 he was Chairman and President of Energy
Sciences Inc. He currently is Treasurer of Hissong Development Corporation.
Mr. Hissong was elected a Director in March 1996.
Mr. Walsh has served as President and Chief Executive Officer of Wright
Express Corporation, an information and financial services company, since
February 1995. From January 1990 to February 1995, Mr. Walsh was Chairman
of BancOne Investor Services Corporation, a financial services company. He
has served since 1990 as a Director of Staples, Inc., a leading office
supplies distributor. Mr. Walsh is a nominee for election as a Director of
INCON at the Annual Meeting of Shareholders.
Mr. Burek joined INCON in January 1993. Previously he was Corporate
Controller of Atlantic Antibodies, a division of Bausch and Lomb, from 1985
to 1987, and Corporate Controller at the Hews Company from 1988 to 1992.
Under the bylaws of the Company, all executive officers hold office until
the next Annual Meeting of Directors and until their successors are chosen
and have qualified, or until their earlier resignation or removal from
office.
There are no family relationships among any executive officers or directors.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Securities Exchange Act of 1934, certain persons
associated with the Company (directors, executive officers and beneficial
owners of more than 10% of the outstanding Common Stock) are required to file
with the Securities and Exchange Commission and the Companyvarious reports
disclosing their ownership of Company securities and changes in such
ownership. To the Company's knowledge, all requisite reports for 1996 were
filed in a timely manner.
ITEM 10. EXECUTIVE COMPENSATION.
The following table sets forth certain information for each of the fiscal
years ended December 30, 1996, 1995 and 1994 regarding compensation paid to
the Company's Chief Executive Officer. No other officer was paid compensation
in excess of $100,000 in the fiscal year ended December 31, 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
--------------------------------------
All
Other Other
Compen- Compen-
Name Year Salary Bonus sation sation
- ---- ---- ------ ----- ------ -------
<S> <C> <C> <C> <C> <C>
Alan Lukas 1996 $84,000 $0 $0 $0 (1)
1995 $86,300 $0 $0
1994 $74,900 $3,000 $0
<FN>
<F1> The Company leases a facility from a corporation owned in part by Alan
Lukas. Alan Lukas' profits from this arrangement currently amount to
less than $1,250 per year. See Item 12 below.
</FN>
</TABLE>
Each non-employee director of the Company receives as compensation (i) cash
payments of $500 per meeting and (ii) grants of stock options (1,000 shares
per quarter) having an exercise price equal to 100% of the fair market value
of the stock as of the date of grant. Mr. Ames, prior to April 1, 1996,
received cash payments of $1,000 per quarter (and no stock options) as
compensation for his services as a director, and cash payments of $1,500 per
quarter for other consulting services to the Company; on April 1, 1996, he
began receiving the same compensation as the other directors.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
As of April 15, 1997, the Company's outstanding capital stock consisted of
3,242,394 shares of Common Stock, no par value. Set forth below, as of such
date, is information concerning the only persons known to the Company to
beneficially own more than five percent of the outstanding shares.
<TABLE>
<CAPTION>
Number of Shares Percent
Name and Address Beneficially Owned of Class
- ---------------- ------------------ --------
<S> <C> <C>
Alan Lukas 1,172,080 (1) 36.1% (1)
74 Industrial Park Road
Saco, Maine 04072
<FN>
<F1> Includes 1,056,783 shares owned directly by Alan Lukas, 87,397 shares
owned by his wife, 17,000 shares held by Alan Lukas as custodian for
his child, and 7,500 shares owned by Lukas Brothers, a general
partnership of which Alan Lukas is one of the three partners.
</FN>
</TABLE>
The following table shows, as of April 15, 1997, the number of shares of
Common Stock which, to the Company's knowledge, were beneficially owned by
executive officers of the Company and by each director. Except as otherwise
indicated, each person named owned less than one percent of the outstanding
Common Stock.
<TABLE>
<CAPTION>
Number of Shares Percent
Name and Address Beneficially Owned (1) of Class (1)
- ---------------- ------------------ --------
<S> <C> <C>
Alan Lukas 1,172,080 (2) 36.1% (2)
74 Industrial Park Road
Saco, ME 04072
Charlton H. Ames 6,682
100 Middle Street
Portland, ME 04112
Nathaniel V. Henshaw (3) 46,433 1.4%
2 Portland Fish Pier, Suite 302
Portland, ME 04101
George E. Hissong 7,500
47 Fletcher Street
Kennebunk, ME 04043-1915
Paul F. Walsh 3,000
97 Darling Avenue
South Portland, ME 04106
Kenneth J. Burek 5,675
74 Industrial Park Road
Saco, ME 04072
All directors, nominees, and
executive officers as a group 1,241,370 37.8%
<FN>
<F1> Includes shares that could be purchased through stock options
exercisable within 60 days after the record date, as follows: Mr.
Henshaw 13,000; and all directors and executive officers as a
group 33,250. Also includes shares owned by spouses or other
relatives residing in the same household.
<F2> Includes 1,056,783 shares owned directly by Alan Lukas, 87,397
shares owned by his wife, 17,000 shares held by Alan Lukas as
custodian for his child, and 7,500 shares owned by Lukas
Brothers, a general partnership of which Alan is one of the three
partners.
<F3> The shares attributed to Mr. Henshaw (excluding 100 shares held
by him as custodian for his son) are owned by Coastal
Enterprises, Inc., or CEI, Inc., with which Mr. Henshaw is
affiliated.
</FN>
</TABLE>
The Company knows of no contractual arrangements which may at a subsequent
date result in a change of control of the Company.
ITEM 12. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS.
The Company leases a 13,000 square foot facility from a corporation owned in
part by Alan Lukas, the Chief Executive Officer and Chairman of the Board of
the Company. The lease expires August 15, 1997 and is renewable, at the
Company's option, for one additional five year term. The Company also has
the right to purchase this facility in 1997 at the then fair market value,
subject to a specified minimum price of $550,000. The current rent is
approximately $62,700 per year (exclusive of utilities, taxes, and insurance)
and is subject to an automatic increase of 5% per year. The Company believes
that the rent under this lease is reasonable (although, under current market
conditions, the equivalent industrial space is probably available at slightly
lower rental rates). The Company has not yet made any decision on renewal of
the lease or exercise of the purchase option. Presently, the rental payments
on the building exceed the landlord corporation's monthly payments on its
underlying mortgage loan; Alan Lukas' profits from this arrangement currently
amount to less than $1,250 per year.
SIGNATURES
In accordance with Section 13 of the Exchange Act, the Company caused this
Amendment to Form 10-KSB to be signed on its behalf by the undersigned,
thereunto duly authorized.
INTELLIGENT CONTROLS, INC.
April 30, 1997 By: /s/ Kenneth J. Burek
Kenneth J. Burek, Vice President
of Finance (principal financial
officer)
