10-K 1 a2060145z10-k.txt 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. FORM 10-K ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR FISCAL YEAR ENDED: JUNE 30, 2001 COMMISSION FILE NO. 0-4076 -------------- ------ EXOTECH INCORPORATED -------------------- (Exact name of Registrant as Specified in Charter) STATE OR JURISDICTION OF INCORPORATION OR ORGANIZATION: DELAWARE IRS IDENTIFICATION NO: 54-0700888 ADDRESS OF PRINCIPAL OFFICE: 8502 DAKOTA DRIVE GAITHERSBURG, MD. 20877 REGISTRANT'S TELEPHONE NUMBER: (301) 948-3060 SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE EXCHANGE ACT NONE ---- SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT COMMON STOCK PAR VALUE $0.10 PER SHARE. Indicate by checkmark 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 requirement for the past 90 days. Yes [x] No [ ] At June 30, 2001, 942,387 shares of Common Stock were outstanding, and the aggregate market value of the Common Stock of Exotech Inc. held by nonaffiliates was approximately $61,273. DOCUMENTS INCORPORATED BY REFERENCE NONE PART I ITEM 1. GENERAL DESCRIPTION AND BUSINESS ACTIVITIES A. GENERAL - There have been no changes in the organization of the Company during the past fiscal year. However in the face of significantly reduced sales of instrumentation products, substantial downsizing of staff and occupied area of shop space was implemented. The Company was not a party to any actions of bankruptcy, receivership, or reorganization during the past fiscal year. No material assets were acquired, no acquisitions or dispositions are anticipated. The basic nature and conduct of the business is expected to continue in the current year in its present downsized condition. B. FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS - In the opinion of Management, the Company has one industry segment: (1) electro-optics and electronic instrument systems and related services. 1. ELECTRO-OPTICS PRODUCTS - The Company's principal products are: (1) a laser bacteria colony counter used in food and drug processing and laboratory testing environments, (2) a printed circuit board (PCIB) which interfaces the laser-scanner instrument with many models of the personal computers and (3) a hand-held four channel-ground truth radiometer used for earth resource studies in conjunction with the LANDSAT satellite and also independent studies. These products are currently marketed world wide by advertisements in several industrial directories and the Company's web site. Spiral Biotech, Inc. was the exclusive representative of products 1 and 2. These products and related service work accounted for 94 percent of the Company's sales in the fiscal 2000 year and about 90 percent in the prior fiscal year. All products are now sold directly by the Company. They are built for inventory in lots of 25 or more units, with a lot of the well established products generally being sold in about one year. These products have been updated periodically to keep them abreast of new technological developments to remain viable products of the Company. A modulation transfer function (MTF) tester, used for quality control in the manufacture of low light level image intensifier tubes, is not in regular production but would be manufactured to fill customers' orders. Over the past twenty years the Company has provided support to the U. S. Army and its contractors in the form of repair maintenance and calibration services. The contracts for these services are fixed price. There was a contract for these services in the past fiscal year and purchase orders for calibration services in the current fiscal year are expected from government contractors using the MTF tester systems. Some of the component parts for the products discussed above are fabricated to the Company's specifications and design. Other parts are standard electronic or optical components available off-the-shelf. The availability of these components is dependent upon several independent manufacturers and distributors. Delays due to strikes, material availability or scheduling problems could adversely affect the Company's assembly and delivery schedules. A few parts have only one source; however, the suppliers are proven, reliable businesses. The Company does not rely on foreign sources for raw materials, other than to the extent U. S. manufacturers acquire their supplies overseas. An energy crisis or fuel shortage would have no more of an adverse effect on the Company than on other firms requiring lighting, heat and modest amounts of electric power for offices and shops. 2 There are little or no seasonal variations in the business, other than for radiometers which tend to attract greater interest during the spring and fall seasons. Working capital is a continuing problem for the Company. There is currently no working capital financing available through a financial institution, although producer loans made by Spiral Biotech, Inc. were used to finance microbiological laboratory instruments' production in prior fiscal years. The limited availability of working capital results in occasional cash on delivery orders for materials. All products are guaranteed as to parts and workmanship for a period of six months to one year. The only warranty work incurred in the past year was repair of a Model 4000 Autoplate at nominal cost. The Laser Scanner and Radiometer products are used principally in the scientific research and high technology manufacturing communities and therefore customers tend to be concentrated in these areas of activities. Sales in July and August 2001 amounted to $1,875, comprising parts and services for laser scanners. Backlog in this segment at June 30, 2001 was $1,715. Business performed for the Government is on a fixed-price basis and therefore not subject to renegotiation; however, the contracts could be terminated for non-delivery or failure to meet specifications. There are other manufacturers of the Company's products, most of them larger and with greater resources available to fund development and production. Competition is very keen for the available market. The Company strives to improve its existing products and produce highly reliable state-of-the-art instruments. 2. GENERAL DESCRIPTION OF BUSINESS - Research and development by the Company in the past affected five products: (1) bacteria colony counters; (2) four channel radiometers, (3) data processors for bacteria colony counters (4) Model 500 Crystallographic Scanner and (5) in collaboration with Spiral Biotech, Inc., engaged in development of computer controlled, stepper motor actuated automation for bacteria colony plating. This work resulted in a colony counter with automated features, and a proof-of-concept and demonstration model of a new spiral plater instrument. A more advanced design of the new plating instrument was completed, and demonstration instruments were produced in 1995. The Company, early in 1996, began production of Autoplates on an order from Spiral Biotech, Inc. Follow-on orders for these instruments resulted in shipments of 282 units prior to June 30, 2000. Spiral Biotech, Inc. advised the Company that future production of Autoplates will be performed by Advanced Instruments, Inc., the parent company of Spiral Biotech. In the electro-optical instruments business, sales of biotechnology instruments was 12.5% of the total and parts and services for this equipment accounted for 65.5% of the year's sales, 19% from radiometer sales, 2.7% from the MTF, calibration and maintenance, and 0.3% from miscellaneous sales and repair work. For the fiscal year ended June 30, 2001, as has been the case for prior years, the Company's independent auditors' report has included an explanatory paragraph, following the opinion paragraph, 3 describing the existence of a going concern uncertainty. Management has been advised that the principal cause of the going concern uncertainty is cash flow shortage which in prior years caused delays in meeting some current obligations. It is the opinion of Management that progress in resolving cash flow related problems, although elusive in past years, was markedly improved in fiscal years 1999 and 2000. Provided that radiometer instrument sales, and maintenance and repair work continue, Management expects to sustain adequate cash flow and to enable pursuit of improved business conditions. The capital expenditures, earnings and competitive position have not been affected by compliance with Federal, State or local regulations enacted to control the discharge of materials into the environment or otherwise relating to the protection of the environment. The Company and its subsidiary employ two persons; one are classified as professional and one is semi-professional. The Company did not conduct operations in foreign countries. ITEM 2. PROPERTIES The Company, and its wholly-owned subsidiary, Exotech Research & Analysis, Inc. have been in their present facilities at 8502 Dakota Drive, Gaithersburg, Maryland 20877 since November, 1987. The premises consist of approximately 4,500 square feet of office space and laboratory facilities. In May 1999, the Company entered into a three year lease extension with McShea Management, Inc. of Gaithersburg, Maryland for the presently occupied facility. Through the efforts of one of the Company's Directors a sub-lease for about one-half of the leased space was negotiated effective in January 2001, providing compensation to a level of about 60% of the monthly rent expenses. This sub-lease continues until the end of the Company's lease. 4 ITEM 3. LEGAL PROCEEDINGS Neither the company nor its subsidiary are parties to any material pending legal proceedings nor is any of their property the subject of any material pending legal proceedings. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of security holders during any quarter of the past fiscal year. 5 PART II ITEM 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS. a. PRICE RANGE OF COMMON STOCK The following table shows the Bid and Ask prices for the Common Stock in the over-the-counter market for the fiscal years and calendar quarters indicated, as obtained upon request from stockbrokers in the Washington area. The quotations represent prices in the over-the counter market between dealers in securities, do not include retail mark-up, mark-down or commission, and do not necessarily represent actual transactions. (Transaction data was insufficient to obtain an average for 2000 and 2001.) BID AND ASK PRICES ------------------

b. APPROXIMATE NUMBER OF EQUITY SECURITY HOLDERS. TITLE OF CLASS: Common Stock ~~APPROXIMATE NUMBER OF SHAREHOLDERS (As of September 10, 2001) 596 ---~~

c. DIVIDENDS. No dividends were declared or paid during the most recent or any prior fiscal year. 6 ITEM 6. SELECTED FINANCIAL DATA Selected Income Statement Data:

Selected Balance Sheet Data:

7 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS. The Company's revenues of $132,391 were 69% lower than in fiscal year 2000, and 84% lower than in fiscal year 1999. The decline in the past year related in large part to organizational and personnel disruptions in the Company's principal customer and marketing agent for biotechnology instruments, Spiral Biotech, Inc. The increase in 1999 was largely attributable to new ownership of Spiral Biotech, Inc., resulting in an order for substantially larger quantity of instruments. Sales of instruments, parts, repairs and calibration services in the past three years are shown in the following table. Instrument sales peaked in fiscal year 1999 with the increase related to a large order for the automated plater. In year 2000 the sales of miscellaneous service, parts and repairs doubled over fiscal year 1999 reflecting a shift in priorities by the management of the Company's principal customer in this period.

The cost of operations, $147,170, resulted in an operating loss of $14,779, compared to fiscal year 2000 income of $35,914 and operating income of $67,032 in fiscal year 1999. The effects of miscellaneous income of $30,604, interest cost of $34,594 and write-down of $63,747 of inventory, resulted in a net loss of $82,516, compared to a net profit of $3,609, a net profit of $31,494 in 2000 and 1999, respectively. Sales of the Model 100BX radiometer was limited to three instruments pending following the completion of a new lot of 25 units. Management recognizes a continuing demand for this instrument which deserves attention. A Web site was implemented to market this product on the Internet. The radiometer enjoys a long-standing reputation for value in the remote sensing field and efforts were renewed to increase sales. In the past year, orders for instruments decreased by 95% and services related to biotechnology products increased by 13% relative to the level of the prior year. This condition had been anticipated and the Company was advised by SBI that further manufacturing of Autoplates would be done by SBI's parent company, Advanced Instruments Inc.. Planning was undertaken collaboratively in November 1999 by Exotech and Spiral Biotech for the Company to be the provider of all parts and services for biotechnology products and also to provide specifically assigned design and development services for next-generation products. Planning progressed toward full implementation of these objectives, including the co-location of SBI's Maryland office with Exotech, through early April 2000 when the Company's Chief Executive Officer and designated principal designer of instrumentation suffered a heart attack. This event stalled further implementation for a period of five weeks, and resulted in a revision of SBI plans. The Company was requested to provide further technology transfer instructions and services until such time as all Spiral Biotech activities and related services could be relocated to the facilities of the parent company in Norwood, Massachusetts. Explorations and negotiations continued with Spiral Biotech to find mutually 8 beneficial relationships and activities that would go on through the next fiscal year. Over the prior three fiscal years, as in earlier years, the independent accountants' report has included an explanatory paragraph, following the opinion paragraph, describing the existence of a going concern uncertainty. The accountants advised Management that the principal cause for the going concern uncertainty is cash flow shortages which have caused delays in meeting current obligations. In the opinion of Management, the cash flow conditions improved in fiscal years 2000 and 1999, however no progress toward overcoming the qualification stated by the accountants occurred in the most recent year. Continued stringent control of costs and cash outlays has enabled the Company to sustain timelines in meeting financial obligations with the exception of interest payments to four note holders, comprised of former Directors, Officer and the present Chief Executive Officer. Emphasis is now being given to explorations of other business opportunities, including merger or sale that will improve the Company's worth to its shareholders. As shown in the Statements Of Cash Flows for the three years ended June 30 of 2001, 2000 and 1999, each period ended with a small positive cash balance. Negative cash flow from operations was experienced in both of the latest fiscal years. In fiscal year 1999, a net profit of $31,494 was offset by substantial increases in accounts receivable, accounts payable and other accrued expenses, and a decrease in inventories. The result of small operating profit in 2000 caused negative cash flow from operating transactions of ($9,750). Offsetting in these cases were net proceeds from notes of $7,903 in 2001 and $4,151 in 2000. The Company managed to meet its cash flow obligations in the past year with receipts from sales and financing activities comprised of deposits, loans, sales of fully depreciated equipment and furnishings and waiver of compensation by the Company's Chief Executive Officer. It is noted that the Company's property, plant and equipment are nearly fully depreciated. However, all essential items of these assets are maintained in good repair and no significant replacements nor additions are anticipated in the next year or more. The Company's management continues to be committed to establishing profitable resolution to its current situation. 9 Linton, Shafer & Company, P.A. Certified Public Accountants 932 Hungerford Drive, Suite 13 Rockville, MD 20850 301-340-0084 Principals: Corrine M.Bradac, CPA Kevin R. Hessler, CPA Donald C. Linton, CPA, CFP Joseph M. McCathran, CPA Michele R. Mills, CPA Ronald W. Shafer, CPA REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Board of Directors and Shareholders Exotech, Incorporated and Subsidiary We have audited the accompanying consolidated balance sheet of Exotech, Incorporated and Subsidiary as of June 30, 2001 and 2000 and the consolidated statement of operations and cash flows for the years ended June 30, 2001, 2000 and 1999. These reports and related schedules are included on pages 11 through 20 of the annual report on Form 10-K of Exotech, Incorporated and Subsidiary. These financial statements and related schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and related schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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 consolidated financial position of Exotech, Incorporated and Subsidiary as of June 30, 2001 and 2000 and the results of their operations and their cash flows for the years ended June 30, 2001, 2000 and 1999, in conformity with generally accepted accounting principles. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, there is substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. September 4, 2001 /s/ LINTON, SHAFER & COMPANY, P.A. 10 EXOTECH INCORPORATED AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE YEARS ENDED JUNE 30 Reference is made to Note 1 of the Notes to the Consolidated Financial Statements for a description of operations of the Company and to Note 2 for a description of the principal accounting policies followed by the Company.

The accompanying notes are an integral part of these statements. 11 EXOTECH INCORPORATED AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS AS OF JUNE 30

The accompanying Notes are an integral part of these statements. 12 EXOTECH INCORPORATED AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS AS OF JUNE 30

The accompanying Notes are an integral part of these statements. 13 EXOTECH INCORPORATED AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE YEARS ENDED JUNE 30

The accompanying notes are an integral part of these statements. 14 EXOTECH INCORPORATED AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT FOR THE THREE YEARS ENDED JUNE 30, 2001

The accompanying notes are an integral part of these statements. 15 EXOTECH INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1) DISCUSSION OF OPERATIONS AND REALIZATION OF ASSETS For the fiscal year ended June 30, 2001, the Company had an operating loss of $14,779. Operating profit was $35,914 in the prior year. The Company had an operating profit of $67,032 in the fiscal year ended June 30, 1999. At June 30, 2001, all accounts payable were less than 30 days old. The accompanying financial statements have been prepared on the "going concern" basis of generally accepted accounting principles. The ability of the Company to continue normal operations is dependent upon its ability to obtain the required amounts of working capital to finance the existing contracts, to continue the acquisition of additional contracts, and to pursue instrument sales at prices sufficient to recover costs and some profits. Management believes that revenues now being experienced, together with stringent control of costs and cash outlays will provide sufficient cash to support its operations throughout the on-going negotiations for new business arrangments for the current fiscal year. At June 30, 2001, the remaining value (backlog) of existing sales contracts was approximately $1,715 (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE OF BUSINESS The Company is a manufacturer of Electro-optical instruments. It performs the research and development required for those products. PRINCIPLE OF CONSOLIDATION The accompanying consolidated financial statements include the accounts of the Company and its subsidiary, after elimination of all significant intercompany transactions. REVENUE ACCOUNTING The Company records revenue earned based on shipments of units of its products. INVENTORY Finished goods inventory is stated on the basis of the lower of average cost or market value. DEPRECIATION AND AMORTIZATION The Company uses a straight-line method of depreciation and amortization for both tax and financial reporting purposes. The following time periods are used: 16 DEPRECIATION: Laboratory equipment 5 or 8 years Office furniture and equipment 5 years AMORTIZATION: Leasehold improvements Life of lease Patents 12 years

Depreciation expense recorded in the consolidated statement of operations is as follows: 1999 - $1,073, including amortization of patents at the rate of $928 in 1999, and $1,073 in fiscal year 2000 of which $610 is depreciation and $463 is amortization. For fiscal year 2001 depreciation totaled $569; there was no amortization. The Company's limit for capitalization of property and equipment is $500 or more. INCOME TAXES Provisions for income taxes are based on pre-tax income reported in the financial statements, using the guidance of Financial Accounting Standards Board Statement No. 109 (FAS #109) "Accounting for Income Taxes." Differences between income (loss) for financial reporting purposes and tax reporting arise from (a) the capitalization and amortization of research and development costs for income tax reporting purposes, but deducting these costs as expenses in the period incurred for financial statement purposes; and (b) timing differences in deducting net losses on contracts. There were no provisions for income taxes required in the three year period ended June 30, 2001 due to the operating losses and loss carryforwards for each of those years. At June 30, 2001, the Company had net operating loss carryforwards of $760,150 which begin to expire in 2001. The Company also has incurred research and experimental expenses of $183,368 in prior years that have been capitalized to be amortized over a sixty month period for income tax purposes, but have been expensed in the period incurred for financial statement reporting. While the accounting standard allows companies to recognize a deferred tax asset on the tax effect of these timing differences, the Company has provided a valuation allowance for the full amount since it is more likely than not the deferred tax asset will not be realized. The approximate tax effect of the carryforward and temporary difference for the three years ended June 30 consist of:

17 Following is a table reconciling the Company's accounting net loss or (income) for each of the last three years ended June 30.

REPAIRS AND BETTERMENTS Repairs are expensed as incurred. Betterments are capitalized and depreciated over the remaining useful life of the assets. ACCOUNTS RECEIVABLE Accounts receivable consist of amounts billed from sales as of June 30, 2001 and 2000. There is no allowance for doubtful accounts as of June 30, 2001, as the Company considers accounts receivable to be fully collectible. CASH AND CASH EQUIVALENTS The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. 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 these estimates. (3) INVENTORY Inventories are summarized as follows:

(4) RESEARCH AND DEVELOPMENT COSTS The Company's accounting policy is to write off research and development costs as incurred. There were no R&D costs in the fiscal year 1999, 2000 nor in 2001. 18 (5) NOTES PAYABLE Notes payable at June 30, 2001, consist of three demand notes of $100,000, $8,000 and $47,000 with interest at 8.5% per annum to three of the Company's former directors. In addition, Notes amounting to $256,126 are payable with interest at 8.5% per annum to one officer/employee.

*Average amounts outstanding during the year and related average interest rates were determined from the average of the month-end amounts outstanding. The average interest rate at each year-end was determined from the weighted average of amounts outstanding at that time. (6) COMMITMENTS AND CONTINGENCIES The Company received cash deposits from its subtenant of $2,100 as security on the sublease. At June 30, 2001, the tenant had paid rent of $2,165 in advance. This temporarily raised the balance of the liability to $4,265. All operations of the Company and subsidiary were conducted in leased facilities. In March 1990, the Company entered into a lease agreement for a three-year period for the present facilities at 8502 Dakota Drive, Gaithersburg, MD. This lease was renegotiated and extended in three year increments through May 31, 2002.

(7) EARNINGS PER SHARE Per share computations were based on the weighted average number of shares outstanding during the periods, excluding options because the market price and option price were the same. (8) SUPPLEMENTAL PROFIT AND LOSS INFORMATION

19 (9) DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE No disagreements exist between Management and its independent public accounting firm. (10) TRANSACTIONS WITH SHAREHOLDERS Sales to a company owned by a shareholder aggregated $-0-,$-0-, and $87,361 (about -0, -0- and 11 percent, respectively, of total sales) for the fiscal years ended June 30, 2001, 2000 and 1999, respectively. Sales were consummated on terms similar to those prevailing with unaffiliated customers. (11) VALUATION AND QUALIFYING ACCOUNTS The following is a schedule of Valuation and Qualifying Accounts:

20 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY (a), (b), (e) NAME: ROBERT G. LYLE (72) President, CEO of the Company and subsidiary; Director. Business experience during past 5 years: Same as above, since 1977. Other Positions: None. Other Directorships: None. ------------------------- NAME: THEODORE J. PARRECO (44) Secretary (1999-2001) and Director and Member of Audit Committee (1999-2001). Business experience during past 5 years: - President and Treasurer, James Parreco & Son Inc. Construction Equipment Leasing (1990-present) - Vice President, Indcom Land Inc. (1994-present) Other Positions: None. Other Directorships: None. ------------------------- NAME: JOHN M. TALBOT (45) Treasurer (1999), Secretary (1997-1999) and Director and Member of Audit Committee (1997-2001). Business experience during past 5 years: - Senior Electronic Engineering Technician and Data Processing Supervisor (1987-2001). Electronic Technician and Computer Programmer (1979-1987) Other Positions: None. Other Directorships: None.

------------------------- Note: All terms expire in December, 2001 c. Not applicable. d. There are no family relationships between any of the above listed directors and any other director or executive officer of the Company. f. None of the directors or executive officers have been subject to any bankruptcy or insolvency proceedings, criminal proceedings, or injunctions against dealing in investments during the past three years. 21 ITEM 11. MANAGEMENT REMUNERATION AND TRANSACTIONS A. No individual in Management received remuneration of $100,000 or more. Officers as a group of three people received no payments except for $2,020 in disbursements for the group health and life insurance premiums for the Chief Executive Officer. The total compensation for the Chief Executive Officer in fiscal year 2001 was $2,020. Mr. Talbot was elected to be Secretary and Director subsequent to June 30, 1997 at no added compensation over his salary as a full-time employee. B. No annuity, pension or retirement benefits are proposed to be paid to any director or officer in the event of his retirement. No remuneration payments are proposed to be made in the future, directly or indirectly, to any director or officer by the Company or its subsidiary pursuant to any existing plan or arrangement. C. There are no fees paid to directors for services in that capacity. D. No officer, or director of the Company: (1) received options during the reporting period; or (2) exercised options during the reporting period, or (3) held options as of September 1, 2001. The officers and directors of the Company as a group did not: (1) receive options during the reporting period, or (2) exercise options during the reporting period, or (3) hold options as of September 1, 2001. E. Termination of employment - the Company has no employment termination agreements with officers or employees. 22 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of September 14, 2001, the information with respect to common stock ownership of each person known by the Company to own beneficially more than 5% of the shares of the Company's common stock, par value $0.10 per share, and of all officers and directors as a group:

Current officers and directors as a group own a total of 209,544, representing 22.24% of Common Stock. 23 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS a. Transactions with Management and others. The Company was not a party to material transactions since the beginning of its last fiscal year in which a holder of 5% of the securities of the Company had or has a direct or indirect material interest. b. Certain Business relationships. None of the Company's directors, executive officers, or nominees for director have a working relationship with any of the Company's vendors, customers or sources of working capital that would be sizeable enough to generate a conflict of interest or undue influence, to the best knowledge of Management. William T. Stephens, is the Company's legal counsel; however, revenue generated by services rendered to the Company do not exceed 1% of that law firm's revenues. c. Indebtedness of Management. No director or officer of the Company or any associate of any director or officer were indebted to the Company. 24 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K A. 1. LIST OF FINANCIAL STATEMENTS IN PART II OF THIS REPORT.

Schedules other than those listed above are omitted for the reason that they are not required or are not applicable, or the required information is shown in the financial statements or notes thereto. Columns omitted from schedules filed have been omitted because the information is not applicable. Individual financial statements of the Company are omitted because it is primarily an operating company and the subsidiary included in the consolidated financial statements being filed in the aggregate does not have minority equity interests and/or indebtedness to any person other than the parent in the amounts which together exceed 5% of the total consolidated assets at the date of the latest balance sheet filed excepting indebtedness incurred in the ordinary course of business which is not overdue and which matures within one year of its creation, whether evidenced by securities or not, and indebtedness which is collateralized by the parent by guarantee, pledge, assignment or otherwise. A. 2. PARENT AND SUBSIDIARY The Company has no parent. The subsidiary of the Company is: NAME: EXOTECH RESEARCH & ANALYSIS, INC. STATE OF INCORPORATION: DELAWARE SECURITIES OWNED BY THE COMPANY: COMMON STOCK, 100% The foregoing is included in the consolidated statements of the Company and subsidiary. 25 A. 3. EXHIBITS 3.1 Restated Certificate of Incorporation of the Company which is hereby identified as a BASIC DOCUMENT. The document was originally filed pursuant to a Registration Statement (Form S-1) filed on November 8, 1968, and is incorporated herein by reference. 3.2 By-Laws of the Company as revised amended on April 16, 1971, which is hereby identified as a BASIC DOCUMENT. The document has been filed pursuant to FORM 10-K for the fiscal year ended June 30, 1971, and is incorporated herein by reference. 3.4 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION - EXOTECH SYSTEMS, INC. changing its name to EXOTECH RESEARCH AND ANALYSIS, INC. certified by the Secretary of the State of Delaware on the 12th day of August 1975, which is identified as a BASIC DOCUMENT. The document was originally filed with the Form 10-K for the fiscal year ended June 30, 1976, and is incorporated herein by reference. 3.5 CERTIFICATE OF OWNERSHIP AND MERGER merging EXO-REALTY, INC. into EXOTECH INCORPORATED, certified by the Secretary of State, State of Delaware on the 28th day of June, 1976, which is identified as a BASIC DOCUMENT. The document was originally filed with the Form 10-K for the fiscal year ended June 30, 1976, and is incorporated herein by reference. 4.1 Specimen copy of a certificate for the Company's common stock, par value $.10 per share, which is hereby identified as a BASIC DOCUMENT. The specimen was filed pursuant to a Registration Statement (form S-1) filed on November 8, 1968, and is incorporated herein by reference. 4.1(a) Specimen copy of a certificate for the Company's common stock, par value $.10 per share, reprinted due to exhaustion of the initial supply. This specimen copy was identified as a BASIC DOCUMENT. This exhibit was filed with Form 8 for the fiscal year ended June 30, 1975, and is incorporated herein by reference. B. No Form 8-K reports were filed in the fiscal year covered in this report. 26 SIGNATURE Pursuant to the requirements of Section 13 or 15 (d) of the Securities Act of 1934, the Company has duly caused this amended Report to be signed on its behalf by the undersigned, thereunto duly authorized. SEPTEMBER 25, 2001 BY: /s/ ROBERT G. LYLE ------------------------- --------------------------------------- DATE ROBERT G. LYLE, CHIEF EXECUTIVE OFFICER, PRINCIPAL ACCOUNTING OFFICER AND DIRECTOR SEPTEMBER 25, 2001 BY: /s/ JOHN M. TALBOT ------------------------- --------------------------------------- DATE JOHN M. TALBOT, TREASURER (PRINCIPAL FINANCIAL OFFICER) AND DIRECTOR SEPTEMBER 25, 2001 BY: /s/ THEODORE J. PARRECO ------------------------- --------------------------------------- DATE THEODORE J. PARRECO, SECRETARY AND DIRECTOR

EXOTECH INC 10-K