EMCON
10-Q/A, 1995-07-06
ENGINEERING SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-Q/A
                                AMENDMENT NO. 1

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


 For the Quarterly Period Ended                           Commission file number
        March 31, 1995                                            0-16225


                                     EMCON
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


           California                                            94-1738964
- - -------------------------------                              ------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                               Identification No.)

400 South El Camino Real, Suite 1200
San Mateo, California                                                 94402
- - ------------------------------------                             ---------------
                                                                    (Zip Code)

                                 (415) 375-1522
                         -----------------------------
               Registrant's telephone number, including area code


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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
                                       ---    ---

8,245,126 shares of Common Stock Issued and Outstanding as of May 3, 1995.

The purpose of this  Amendment is to add the Financial  Data Schedule  which was
inadvertently  omitted  from the  Quarterly  Report on Form 10-Q for the  fiscal
quarter ending March 31, 1995.

                                       1

<PAGE>


                                     EMCON

                               INDEX TO EXHIBITS
                                                                   Sequentially
Exhibit                                                              Numbered
Number                                                                 Page
- - ------                                                             ------------

2.1    Agreement and Plan of Reorganization dated effective April       *
       1, 1994,  among Wehran  Envirotech,  Inc.,  Registrant and
       certain other related  parties,  incorporated by reference
       from  Exhibit 2.1 of the Current  Report on Form 8-K dated
       May 26, 1994.

2.2    Certificate   of  Ownership   reflecting   the  merger  of       *
       Registrant's    wholly-owned   subsidiary,    Wehran/Emcon
       Northeast,  Inc. into  Registrant  effective  December 20,
       1994,  incorporated  by reference  from Exhibit 2.2 of the
       1994 10-K.

2.3    Certificate   of  Ownership   reflecting   the  merger  of        *
       Registrant's  wholly-owned subsidiary,  Wehran Engineering
       Corporation,  into Registrant effective December 23, 1994,
       incorporated  by  reference  from  Exhibit 2.3 of the 1994
       10-K.

2.4    Certificate   of  Ownership   reflecting   the  merger  of        *
       Registrant's wholly-owned subsidiary, EA Associates,  into
       Registrant  effective  December 31, 1994,  incorporated by
       reference from Exhibit 2.4 of the 1994 10-K.

2.5    Certificate   of  Ownership   reflecting   the  merger  of        *
       Registrant's wholly-owned  subsidiaries,  EMCON Northwest,
       Inc., EMCON Southeast,  Inc., EMCON Baker-Shiflett,  Inc.,
       and Eldredge Engineering Associates, Inc., into Registrant
       effective  December  31, 1994,  incorporated  by reference
       from Exhibit 2.5 of the 1994 10-K.

10.1   Standard  Commercial  Lease dated August 1, 1985,  between        *
       Archer Business  Complex and Registrant (the "ABC Lease"),
       incorporated   by  reference  from  Exhibit  10.5  of  the
       Registrant's  Registration Statement on Form S-1 (File No.
       33-16337)  effective  September  16,  1987 (the  "Form S-1
       Registration Statement").

10.2   Amendment to the ABC Lease between Archer Business Complex        *
       and Registrant  dated September 30, 1992,  incorporated by
       reference  from Exhibit 10.10 of the Annual Report on Form
       10-K for the fiscal  year  ended  December  31,  1992 (the
       "1992 10-K").


                                       


                                       13
<PAGE>


    

                                     EMCON
                          (Index to Exhibit Continued)

                                                                   Sequentially
Exhibit                                                              Numbered
Number                                                                 Page
- - ------                                                             ------------

10.20  Letter Agreement  between Thorley D. Briggs and Registrant        *(1)
       dated  July  19,  1994,  incorporated  by  reference  from
       Exhibit 10.20 of the 1994 10-K.

10.21  Letter  Agreement  between James M. Felker and  Registrant        *(1)
       dated  October 31, 1994,  incorporated  by reference  from
       Exhibit 10.21 of the 1994 10-K.

11.1   Computation of Income Per Share.  Incorporated  as part of        15
       this submission as document type Ex-11.1.

27     Financial  Data  Schedule.  Incorporated  as  part of this        16
       submission as document type EX-27.
- - ------------

*     Incorporated by reference
(1)   Management  contract or  compensatory  plan or arrangement  required to be
      filed  as  an  exhibit  to  this  form  pursuant  to  Item  14(c)  of  the
      instructions to Form 10-K.
                                       



                                       14
<PAGE>

                                       

                                     EMCON


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



Date:  July 5, 1995                            EMCON


                                               R. Michael Momboisse
                                               --------------------------------
                                               R. MICHAEL MOMBOISSE
                                               Chief Financial Officer and
                                               Vice President - Legal 
                                               (Duly authorized and principal
                                               financial and accounting officer)



                                      

<TABLE> <S> <C>

<ARTICLE>                     5
<CIK>                         819977
<NAME>                        EMCON
<CURRENCY>                    U.S. DOLLARS
<S>                                <C>
<PERIOD-TYPE>                      3-MOS  
<FISCAL-YEAR-END>                  DEC-31-1995
<PERIOD-START>                     JAN-1-1995
<PERIOD-END>                       MAR-31-1995
<EXCHANGE-RATE>                             1
<CASH>                              2,584,000
<SECURITIES>                        1,975,000
<RECEIVABLES>                      38,327,000
<ALLOWANCES>                        1,063,000
<INVENTORY>                                 0
<CURRENT-ASSETS>                   46,378,000
<PP&E>                             37,440,000
<DEPRECIATION>                     19,201,000
<TOTAL-ASSETS>                     77,098,000
<CURRENT-LIABILITIES>              12,324,000
<BONDS>                                     0
<COMMON>                           41,147,000
                       0
                                 0
<OTHER-SE>                            (18,000)
<TOTAL-LIABILITY-AND-EQUITY>       63,658,000
<SALES>                            26,276,000
<TOTAL-REVENUES>                   26,276,000
<CGS>                               9,986,000
<TOTAL-COSTS>                       9,986,000
<OTHER-EXPENSES>                   15,587,000
<LOSS-PROVISION>                      195,000
<INTEREST-EXPENSE>                          0
<INCOME-PRETAX>                       567,000
<INCOME-TAX>                          170,000
<INCOME-CONTINUING>                   397,000
<DISCONTINUED>                              0
<EXTRAORDINARY>                             0
<CHANGES>                                   0
<NET-INCOME>                          397,000
<EPS-PRIMARY>                           0.050
<EPS-DILUTED>                           0.050


 


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