TOPRO INC
8-K, 1997-05-15
ELECTRICAL INDUSTRIAL APPARATUS
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<PAGE>
                                       
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 8-K

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

                                       
                                 May 14, 1997
                                ---------------
                                 Date of Report
                        (Date of Earliest Event Reported)
             


                                   TOPRO, INC.
             -----------------------------------------------------
             (Exact name of Registrant as specified in its charter)


      Colorado                        0-19167                 84-1042227
- ---------------------------------   ------------            -----------------
(State or other jurisdiction        (Commission              (I.R.S. Employer
of incorporation or organization)      File No.)               I.D. Number

2525 West Evans Avenue, Denver, Colorado                        80219
- -----------------------------------------                    -----------
(Address of principal executive offices)                      (zip code)


                                   (303) 935-1221
                 ----------------------------------------------------
                 (Registrant's telephone number, including area code)




<PAGE>

ITEM 5.  OTHER EVENTS.

   After market close on May 14, 1997 the Company announced results of 
operations for the quarter and nine month period ended March 31, 1997. The 
Company's Press Release dated May 14, 1997, which is filed as Exhibit 20.1 
hereto, is incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

    (a)  Not applicable

    (b)  Not applicable

    (c)  Exhibits. The following exhibit is filed with this Report:

         20.1  Press Release dated May 14, 1997



                                 SIGNATURES

   Pursuant to the requirements of Section 13 or 15(d) 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.

                              Topro, Inc.

Date:  May 14, 1997           By:  /s/ John Jenkins
                                   -----------------------------
                                   John Jenkins
                                   President and CEO





<PAGE>

                                                                   EXHIBIT 20.1

                                    PRESS RELEASE
 
                                     TOPRO, INC.

Topro, Inc.
2525 W. Evans Ave.
Denver, CO 80219

                      TOPRO, INC. REPORTS RECORD THIRD QUARTER &
                                  NINE-MONTH RESULTS
          REVENUE UP 90% AND RECORD $493,000 NET PROFIT FOR THIRD-QUARTER

May 14, 1997 - DENVER, CO - Topro Inc. (Nasdaq-TPRO), a leading provider of 
automation and information technology solutions to industry, today announced 
results for the third quarter and nine-month period ending March 31, 1997.

Third quarter revenues were up 90% to $11,183,000 from $5,859,000 in the same 
quarter last year. The company reported a net profit of $493,000, or $0.05 
per share compared to a net loss of $1,054,000 the prior year period.

Through nine months, Topro, Inc. reported a 143% increase in revenue to 
$27,287,000 versus $11,236,000 for the previous year period. Through nine 
months for fiscal 1997 the company reported a net profit of $489,000 or $0.05 
per share versus a net loss of $1,676,000 for the same period last year.

"The March 31 results represent the first full quarter of consolidated 
operations in the company's 12-month acquisition program designed to 
establish Topro as a leading nationwide provider of automation and 
information technology services," said John Jenkins, CEO. Jenkins also noted 
that revenue and gross margins were solid as a result of a good product mix 
across most of the organization, and that semiconductor application projects 
for IBM and Matsushista contributed significantly to revenues. Gross margins, 
as a percentage of sales, reached 37% for the quarter, and operating income 
(EBITDA) exceeded 9% of sales, or more than $1,000,000.

"We are pleased with the progress of our financial performance," reports 
Jenkins. "Most importantly, while we have yet to fully leverage the combined 
strengths of our new organization, we have a plan and are executing it well. 
Additionally, we have completed a warrant exercise and a private placement of 
preferred equity in the month following the close of the quarter, which has 
had a significant positive impact on the balance sheet."

Jenkins further noted that during the quarter, the company made significant 
progress in developing major new strategic alliances in addition to a very 
successful roll-out of its new Line-One-TM- product for the beverage 
packaging industry.

<PAGE>

Statements made in this news release that are not historical facts may be 
forward looking statements. Actual events may differ materially from those 
projected in any forward looking statement. There are a number of important 
factors beyond the control of the Company that could cause actual events to 
differ materially from those anticipated by any forward looking information. A 
description of risks and uncertainties attendant to Topro, Inc. and its 
industry and other factors which could affect the Company's financial results 
are included in the Company's Securities and Exchange Commission Filings.

EARNINGS RECAP:

                                        3 MONTHS ENDING    9 MONTHS ENDING
                                        ---------------    ---------------
                                3/31/97     3/31/96     3/31/97       3/31/96  
                                -------     -------     -------       -------
Revenues                      11,183,000   5,859,000   27,287,000    11,236,000
Cost of Sales                  7,049,000   4,852,000   17,730,000     8,552,000
- -------------                 ----------   ---------   ----------    ----------
Gross Profit                   4,134,000   1,007,000    9,557,000     2,684,000

Expenses                       3,133,000   1,396,000    8,023,000     3,299,000
- --------                       ----------   ---------   ----------    ---------

Operating Income               1,001,000    (389,000)   1,534,000      (615,000)
- ----------------
Gain/Loss on Sale                      0       6,000        7,000        85,345
Interest Expense                (402,000)    (53,000)    (780,000)     (148,000)
Goodwill Amortization           (152,000)          0     (326,000)            0
Other Income                      46,000      47,000       54,000        53,000
                              ----------   ---------   ----------    ----------
Total Other Income/Expenses     (508,000)          0   (1,045,000)      (10,000)
- ---------------------------
Net Income (Loss) Before Taxes   493,000    (389,000)     489,000      (625,000)
- ----------------------------------------   ---------   ----------    ----------

Discontinued Operations (Loss)         0    (665,000)           0    (1,051,000)
- ------------------------------

Net Income/(Loss)                493,000  (1,054,000)     489,000    (1,676,000)
Primary Earnings Per Share         $0.05      ($0.26)       $0.05        ($0.42)
Weighted Average                                                                
  Shares Outstanding          10,750,000   4,016,000    9,131,000     4,016,000 

                                       Contacts:
Topro, Inc.                                     Pacific Consulting Group, Inc.
John Jenkins                                    Scott Liolios
(303) 935-1221                                  (714) 574-3860



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