SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 25, 1997
LogiMetrics, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-10696 11-2171701
(State or other (Commission File (IRS Employer
jurisdiction of Number) identification
incorporation) No.)
50 Orville Drive, Bohemia, New York 11716
(Address of principal executive offices)
Registrant's telephone number, including area code: (516) 784-4110
<PAGE>
LogiMetrics, Inc. hereby amends Item 7 of its Form 8-K as follows:
Item 7. Financial Statements and Exhibits
(a) Financial Statements of mmTech, Inc.
(i) Report of Reydel, Perier & Neral, PA, Independent Auditors, dated
February 7, 1997;
(ii) Report of Reydel, Perier & Neral, PA, Independent Auditors, dated
June 19, 1997;
(iii) Balance Sheets of mmTech as of October 31, 1996 and 1995 and
(unaudited) as of March 31, 1997;
(iv) Statements of Operations and Retained Earnings of mmTech for the
years ended October 31, 1996 and 1995 and (unaudited) for the five-month periods
ended March 31, 1997 and 1996;
(v) Statements of Cash Flows of mmTech for the years ended October 31,
1996 and 1995 and (unaudited) for the five month periods ended March 31, 1997
and 1996; and
(vi) Notes to Financial Statements of mmTech.
(b) Pro Forma Financial Information
(i) Summary of Unaudited Pro Forma Condensed Combined Statements of
Operations for the years ended June 30, 1996 and 1995 and for the nine-month
periods ended March 31, 1997 and 1996;
(ii) Unaudited Pro Forma Condensed Combined Balance Sheet as of March
31, 1997;
(iii) Unaudited Pro Forma Condensed Combined Statements of Operations
for the years ended June 30, 1996 and 1995 and for the nine-month periods ended
March 31, 1997 and 1996; and
(iv) Notes to Unaudited Pro Forma Condensed Combined Financial
Information.
(c) Exhibits
Exhibit 2.1 Agreement and Plan of Merger, dated December 18, 1996.
Previously filed as Exhibit 2.1 to the Company's Current Report on Form 8-K,
dated December 18, 1996, and incorporated herein by reference.
Exhibit 2.2 Amendment to Merger Agreement, dated April 25, 1997.
Previously filed as Exhibit 2.2 to the Company's Current Report on Form 8-K,
dated April 25, 1997 and incorporated herein by reference.
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Stockholder of
mmTech, Inc.
We have audited the accompanying balance sheet of mmTech, Inc. as of October 31,
1996, and the related statements of income, accumulated deficit, and cash flows
for the year 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 audit.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to in the first paragraph
present fairly, in all material respects, the financial position of mmTech, Inc.
as of October 31, 1996, and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.
REYDEL, PERIER, NERAL
Certified Public Accountants
Wall, New Jersey
February 7, 1997
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Stockholder of
mmTech, Inc.
We have audited the accompanying balance sheet of mmTech, Inc. as of October 31,
1995, and the related statements of income, accumulated deficit, and cash flows
for the year 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 audit.
Except as discussed in the following paragraph, we conducted our audit in
accordance with generally accepted auditing standards. Those standards required
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
audit provides a reasonable basis for our opinion.
We did not observe the physical inventory taken as of October 31, 1994, since
this date was prior to our engagement as auditors for the Company.
In our opinion, except for the effects of any adjustments that might have been
determined to be necessary in the statements of income, accumulated deficit, and
cash flows had we been able to observe the physical inventory taken as of
October 31, 1994, the financial statements referred to in the first paragraph
present fairly, in all material respects, the financial position of mmTech, Inc.
as of October 31, 1995, and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.
The 1994 financial statements were compiled by another accountant, and his
report thereon, dated December 13, 1994, stated he did not audit or review those
financial statements and, accordingly, expressed no opinion or other form of
assurance on them.
REYDEL, PERIER & NERAL
Certified Public Accountants
Wall, New Jersey
June 19, 1997
<PAGE>
<TABLE>
mmTech, Inc.
Balance Sheets
<CAPTION>
March 31, 1997 October 31, 1996 October 31, 1995
(unaudited)
Assets
<S> <C> <C> <C>
Cash $(12,076) $8,850 $ 190,133
Accounts receivable 1,444,155 629,678 285,323
Inventory 885,786 1,151,699 390,868
Prepaid expenses 10,373 9,909 --
Advance payments 25,500 29,500 41,500
-------- --------- --------
Total current assets 2,353,738 1,829,636 907,824
--------- --------- -------
Gross property, plant
and equipment 248,752 227,954 155,453
Accumulated depreciation (98,293) (79,985) (28,301)
--------- -------- -------
Net property, plant and equipment 150,459 147,969 127,152
Other assets 2,648 464 3,528
----- --- -----
Total assets $2,506,845 $1,978,069 $1,038,504
========== ========== ==========
Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
Accounts payable $398,982 $256,612 $213,743
Accrued expenses 91,136 $147,857 $18,636
Customer deposits 975,327 1,206,096 --
Loans payable 574,399 212,868 370,000
Income Tax 198,090 -- --
------- -- --
Total current liabilities 2,237,934 1,823,433 602,379
Customer deposits, non-current -- -- 651,525
Loan payable, non-current -- 179,886 --
-- ------- --
Total liabilities 2,237,934 2,003,319 1,253,904
--------- --------- ---------
Stockholders' equity (deficit):
Common stock, no par value,
100 shares
Authorized, issued and
outstanding 1,000 1,000 1,000
Accumulated earnings (deficit) 267,911 (26,250) (216,400)
------- -------- ---------
Total stockholders'
equity (deficit) 268,911 (25,250) (215,400)
------- -------- ---------
Total liabilities
and stockholders'
equity (deficit) $2,506,845 $1,978,069 $1,038,504
========== ========== ==========
</TABLE>
<PAGE>
<TABLE>
MMTECH, INC.
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
<CAPTION>
FIVE MONTHS ENDED YEAR ENDED
MARCH 31, OCTOBER 31,
1997 1996 1996 1995
(unaudited)
<S> <C> <C> <C> <C>
REVENUES $2,660,649 $979,839 $3,841,351 $2,228,696
COST OF REVENUES 1,696,768 710,401 2,484,474 1,285,204
GROSS PROFIT 963,881 269,438 1,356,877 943,492
COSTS AND EXPENSES
ADMINISTRATION 307,644 245,035 735,814 491,147
ENGINEERING 120,132 108,018 280,861 235,480
COMMISSIONS 61,271 24,105 90,356 30,964
INTEREST EXPENSE 17,791 20,557 45,720 --
LOSS ON FIXED ASSETS -- 13,976 13,976 --
-- ------ ------ --
INCOME (LOSS) BEFORE INCOME TAXES 457,043 (142,253) 190,150 185,901
------- --------- ------- -------
INCOME TAX PROVISION 198,088 -- -- --
------- -- -- --
NET INCOME (LOSS) 258,955 (142,253) 190,150 185,901
------- --------- ------- -------
RETAINED EARNINGS (DEFICIT)
BALANCE, BEGINNING OF PERIOD (26,250) (216,400) (216,400) (402,301)
BALANCE, END OF PERIOD $232,705 $(358,653) $(26,250) $(216,400)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MMTECH, INC.
STATEMENTS OF CASH FLOWS
Five months ended March 31, Year Ended October 31,
1997 1996 1996 1995
(unaudited)
OPERATING ACTIVITIES:
<S> <C> <C> <C> <C>
Net Income $258,956 $(142,255) $190,150 $185,901
Adjustments to reconcile net income to cash (used in)
provided by operating activities:
Depreciation 19,053 20,431 52,304 19,341
Loss on disposal of fixed assets -- -- 13,976 --
Change in operating assets and liabilities:
(Increase) Decrease in:
Accounts Receivable (816,227) (248,373) (344,353) (85,051)
Inventory 265,913 (142,253) (760,831) (203,156)
Prepaid Expenses (12,572) 5,000 (9,909) --
Advance Payments (230,764) (196,382) 12,000 12,000
Security Deposits -- -- 3,064 (3,064)
Increase (Decrease) in:
Accounts Payable (58,326) 412,860 42,868 142,524
Accrued Expenses 335,613 (42,267) 129,221 5,467
Customer Deposits -- -- 554,571 (224,475)
--------- --------- --------- ---------
Net cash (used in) provided by operating activities (238,354) (333,239) (116,939) (150,513)
--------- --------- --------- ---------
INVESTING ACTIVITIES:
Purchases of fixed assets -- -- (87,098) (51,845)
Net cash (used in) provided by investing --------- --------- --------- --------
activities -- -- (87,098) (51,845)
--------- --------- -------- --------
FINANCING ACTIVITIES:
Loan Proceeds 217,428 155,000 48,786 485,000
Loan Payments -- -- (26,032) (115,000)
-------- ------- -------- ---------
Net cash (used in) provided by financing
activities 217,428 155,000 22,754 370,000
-------- ------- -------- ---------
NET INCREASE (DECREASE) IN CASH (20,926) (178,239) (181,283) 167,642
CASH AND CASH EQUIVALENTS
BEGINNING OF PERIOD 8,850 190,133 190,133 22,491
END OF PERIOD $(12,076) $11,894 $8,850 $190,133
</TABLE>
<PAGE>
Notes to the Financial Statements
For the Year Ended October 31, 1996
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of business
The Company is primarily engaged in designing and manufacturing
telecommunications equipment used in Local Multipoint Distribution Service
(LMDS) systems that deliver wireless video, telephone and data signals.
Revenue Recognition
Revenues related to products with short-term production cycles are recognized
when the products are shipped. The Company reports revenues from the sale of
products which have unique customer specifications and long-term production
cycles on the percentage-of-completion method for financial reporting purposes.
Revenues under these contracts are recognized based on the proportion of
contract costs incurred to total estimated contract costs. Contract costs
include all direct material and labor costs and those indirect costs related to
contract performance, such as indirect labor, supplies, tools, repairs, and
depreciation costs. Selling, general, and administrative costs are charged to
expense as incurred. Provisions for estimated losses on uncompleted contracts
are made in the period in which such losses are determined.
The net sales value of partially completed contracts in excess of billings is
included in current assets.
Trade accounts receivable
The Company considers accounts receivable to be fully collectible; accordingly,
no allowance for doubtful accounts is required. As amounts are determined to be
uncollectible they are charged to operations.
Inventories
Inventories are valued at cost (first-in, first-out) or market, whichever is
lower.
Property and Equipment
Assets are recorded at cost and depreciated over their estimated useful lives
using various accelerated methods. The estimated lives by asset class are as
follows:
Furniture 7 years
Machinery and equipment 5 years
Leasehold improvements 5 years
Expenditures for maintenance and repairs are charged to operations as incurred.
Expenditures for betterments and major renewals are capitalized. The cost of
assets sold or retired and the related amounts of accumulated depreciation are
eliminated from the accounts in the year of disposal and the resulting gains or
losses are included in operations.
Income taxes
No provision or liability for federal or state income taxes has been included in
the financial statements. The Company had a $215,104 federal and state net
operating loss carry forward as of October 31, 1995, $190,150 of which will be
used to offset income for the year
ended October 31, 1996.
Use of estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make certain estimates and
assumptions that may affect the reported amounts of assets and liabilities and
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.
NOTE 2 - CUSTOMER DEPOSITS
During 1996, the Company received $1,000,000 from its principal customer as
advance payment for seven product installations in Brooklyn, New York. All
installations are expected to be completed by October 1997. The balance of the
customer deposits at October 31, 1996 were attributable to two installations in
Thailand expected to be completed in May 1997.
<PAGE>
NOTE 3 - LOANS PAYABLE
Loans payable at October 31, 1996 include the following:
a. Capital lease payable due May 30, 2001,
payable at $1,100 per month, including
interest at 10% per annum $48,786
b. Stockholder working capital loan payable at an interest
rate of 7% per annum 343,968
--------
Total loans payable 392,754
Due within one year (212,868)
--------
Long term loan payable $179,886
========
Loans payable mature as follows:
Year ended October 31,
1997 $212,868
1998 179,886
NOTE 4 - SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental cash flow information for the year ended October 31, 1996 is as
follows:
State income taxes paid None
Interest expense paid $46,568
NOTE 5 - LEASE CONTRACTS
The Company is obligated under several non-cancelable operating leases for
office space and equipment rentals. Annual minimum lease payments under non-
cancelable operating leases as of October 31, 1996 were as follows:
1997 97,791
1998 97,502
1999 90,305
2000 29,827
------
315,425
=======
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION
The following unaudited condensed combined financial information sets forth the
combined financial position and combined results of operations of LogiMetrics,
Inc. ("LogiMetrics") and mmTech, Inc. ("mmTech") assuming the Merger was
accounted for using the "pooling of interests" method of accounting and that the
Merger was consummated (i) as of March 31, 1997, for the unaudited pro forma
condensed combined balance sheet and (ii) as of the beginning of the earliest
period presented in the unaudited pro forma condensed combined statements of
operations.
For all periods presented in the unaudited pro forma condensed combined
statements of operations, the weighted average number of common and common
equivalent shares gives affect to the issuance of 19,247,800 shares of
LogiMetrics common stock in exchange for all of the issued and outstanding
shares of mmTech common stock.
The unaudited pro forma information combines the historical balance sheets of
LogiMetrics and mmTech as of March 31, 1997 and the historical statements of
operations of LogiMetrics for the years ended June 30, 1996 and 1995, and
(unaudited) the nine-month periods ended March 31, 1997 and 1996, with the
historical statements of operations of mmTech for the fiscal years ended October
31, 1996 and 1995, and (unaudited) the nine-month periods ended March 31, 1997
and July 31, 1996, respectively.
The following unaudited pro forma condensed combined information is presented
for illustration purposes only and is not necessarily indicative of the
financial position or results of operations which would actually have been
reported had the Merger been in effect during those periods or which may be
reported in the future. The statements should be read in conjunction with the
historical financial statements and notes thereto of mmTech which have been
included elsewhere herein in this Form 8-K filing. The statements should also be
read in conjunction with the historical financial statements of LogiMetrics
included in the Annual Report on Form 10-KSB.
<PAGE>
Summary of Unaudited Pro Forma Condensed Combined Statements of Operations
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED FOR THE YEAR ENDED
MARCH 31, JUNE 30,
1997 1996 1996 1995
<S> <C> <C> <C> <C>
Net revenues $8,506,741 $6,626,820 $8,410,894 $11,134,314
Cost and expenses:
Cost of revenues 7,381,967 7,643,448 9,969,061 7,722,956
Selling, general and admin. 2,553,983 2,344,078 3,233,804 2,691,620
Income (loss) from operations (1,429,209) (3,360,706) (4,791,971) 719,738
Net interest expense 552,226 290,693 455,741 305,560
Income tax expense (benefit) 161,524 (246,750) (299,000) 70,500
Net Income (loss) (2,142,959) (3,404,649) (4,948,712) 343,678
Preferred stock dividends 171,079 - 57,205 -
Net income (loss) available
to common shareholders $(2,314,038) $(3,404,649) $(5,005,917) $343,678
(Loss) per common share
Primary $(0.10) $(0.15) $(0.23) $0.02
Fully diluted $(0.10) $(0.15) $(0.23) $0.02
Weighted Average Number of
Common and Common equivalent
shares outstanding: 22,251,991 22,108,402 22,110,218 21,970,414
</TABLE>
See accompanying notes to unaudited pro forma condensed combined financial
information.
<TABLE>
<PAGE>
Unaudited Pro Forma Condensed Combined Balance Sheet
March 31, 1997
<CAPTION>
LogiMetrics mmTech
March 31, March 31, Combined
1997 1997 March 31,
Historical Historical Adjustments 1997
ASSETS
Current assets
<S> <C> <C> <C>
Cash $100,762 $ (12,076) $ 88,686
Accounts receivable 932,626 1,444,155 2,376,781
Costs and estimated earnings in
excess of billings on uncompleted
contracts 734,876 -- 734,876
Inventories 2,151,411 885,786 3,037,197
Prepaid expenses and other
current assets 102,790 35,873 - 138,663
------- ------ - -------
Total assets $4,022,465 2,353,738 $6,376,203
---------- --------- ----------
Net property plant and equipment 440,401 150,459 590,860
Deferred financing costs 187,344 - 187,344
Other assets 20,300 2,648 22,948
------ ----- ------
TOTAL ASSETS 4,670,510 2,506,845 - 7,177,355
--------- --------- - ---------
LIABILITIES
Current Liabilities
Account payable and other accrued
expenses 4,116,042 490,118 4,606,160
Customer advances 59,620 975,327 1,034,947
Accrued Warranty Expenses 150,000 -- 150,000
Current portion of long-term debt 705,076 574,399 1,279,475
Income taxes -- 198,090 198,090
--------- ------- -------
Total current liabilities 5,030,738 2,237,934 -- 7,268,672
Long term debt 3,130,097 36,310 3,166,407
--------- ------ ---------
Total liabilities 8,160,835 2,274,244 10,435,079
--------- --------- ----------
STOCKHOLDERS' EQUITY (DEFICIENCY):
Preferred Stock 990,564 990,564
Warrants 1,023,234 - 1,023,234
Common Stock-LogiMetrics ($.01 par value) 31,436 - 192,478 223,914
Common Stock-mmTech (no par value) - 1,000 (1,000) -
Additional paid-in capital 1,836,061 - (191,478) 1,644,583
Retained earnings(accumulated deficit) (7,208,670) 231,601 - (6,977,069)
Stock subscriptions receivable (162,950) - - (162,950)
--------- --------- ----------
Total stockholders'equity (deficiency) (3,490,325) 232,601 - (3,257,724)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIENCY) $4,670,510 $ 2,506,845 - $7,177,355
</TABLE>
See accompanying notes to unaudited pro forma condensed
combined financial information.
<PAGE>
<TABLE>
0
Unaudited Pro Forma Condensed Combined Statements of Operations
Fiscal Year Ended June 30, 1996
<CAPTION>
LOGIMETRICS MMTECH
JUNE 30, 1996 OCTOBER 31, 1996 COMBINED
HISTORICAL HISTORICAL ADJUSTMENTS JUNE 30, 1996
<S> <C> <C> <C> <C>
Net revenues $5,038,193 $3,841,351 $ (468,650) $8,410,894
Cost and expenses:
Cost of revenues 7,953,237 2,484,474 (468,650) 9,969,061
Selling, general and admin. 2,112,797 1,121,007 - 3,233,804
Income (loss) from operations (5,027,841) 235,870 - (4,791,971)
Net interest expense 410,021 45,720 - 455,741
Income tax expense (benefit) (299,000) - - (299,000)
Net Income (loss) (5,138,862) 190,150 - (4,948,712)
Preferred stock dividends 57,205 - 57,205
Net income (loss) available
to common shareholders $(5,196,067) $ 190,150 - $(5,005,917)
(Loss) per common share
Primary $(1.82) $(0.23)
Fully diluted $(1.82) $(0.23)
Weighted Average Number of
Common and Common equivalent
shares outstanding: 2,862,418 22,110,218
See accompanying notes to unaudited pro forma condensed combined financial
information.
</TABLE>
<PAGE>
Unaudited Pro Forma Condensed Combined Statements of Operations
Fiscal Year Ended June 30, 1995
<TABLE>
<CAPTION>
LOGIMETRICS MMTECH
JUNE, 30, 1995 OCTOBER 31, 1995 COMBINED
HISTORICAL HISTORICAL ADJUSTMENTS JUNE 30, 1995
<S> <C> <C> <C>
Net revenues $8,905,618 $2,228,696 - $11,134,314
Cost and expenses:
Cost of revenues 6,437,752 1,285,204 - 7,722,956
Selling, general and admin. 1,934,029 757,591 - 2,691,620
Income from operations 533,837 185,901 - 719,738
Net interest expense 305,560 - - 305,560
Income tax expense (benefit) 70,500 - - 70,500
Net Income 157,777 185,901 - 343,678
Preferred stock dividends - - -
Net income available
to common shareholders $157,777 $ 185,901 - $343,678
Net income per common share
Primary $0.06 $0.02
Fully diluted $0.05 $0.02
Weighted Average Number of
Common and Common equivalent
shares outstanding: 2,722,614 21,970,414
</TABLE>
See accompanying notes to unaudited pro forma condensed combined financial
information.
<PAGE>
Unaudited Pro Forma Condensed Combined Statements of Operations Nine-month
period ended March 31, 1997
<TABLE>
<CAPTION>
LOGIMETRICS MMTECH
MARCH 31, 1997 MARCH 31, 1997 COMBINED
HISTORICAL HISTORICAL ADJUSTMENTS MARCH 31, 1997
<S> <C> <C> <C> <C>
Net revenues $5,246,353 $3,635,388 $(375,000) $8,506,741
Cost and expenses:
Cost of revenues 5,546,086 2,210,881 (375,000) 7,381,967
Selling, general and admin. 1,617,835 936,148 - 2,553,983
Income (loss) from operations (1,917,568) 488,359 - (1,429,209)
Net interest expense 525,350 26,876 - 552,226
Income tax expense (benefit) - 161,524 - 161,524
Net Income (loss) (2,442,918) 299,959 - (2,142,959)
Preferred stock dividends 171,079 - 171,079
Net income (loss) available
to common shareholders $(2,613,997) $ 299,959 - $(2,314,038)
(Loss) per common share
Primary $(0.87) $(0.10)
Fully diluted $(0.87) $(0.10)
Weighted Average Number of
Common and Common equivalent
shares outstanding: 3,004,191 22,251,991
</TABLE>
See accompanying notes to unaudited pro forma condensed combined financial
information.
<PAGE>
<TABLE>
<CAPTION>
Unaudited Pro Forma Condensed Combined Statement of Operations
Nine-month period ended March 31, 1996
LOGIMETRICS MMTECH
MARCH 31, 1996 JULY 31, 1996 COMBINED
HISTORICAL HISTORICAL ADJUSTMENTS MARCH 31, 1996
<S> <C> <C> <C> <C>
Net revenues $3,526,633 $3,434,937 $(334,750) $6,626,820
Cost and expenses:
Cost of revenues 5,614,233 2,363,965 (334,750) 7,643,448
Selling, general and admin. 1,564,848 779,230 -- 2,344,078
Income (loss) from operations (3,652,448) 291,742 -- (3,360,706)
Net interest expense 250,678 40,015 -- 290,693
Income tax expense (benefit) (299,000) 52,250 -- (246,750)
Net Income (loss) (3,604,126) 199,477 -- (3,404,649)
Preferred stock dividends
Net income (loss) available
to common shareholders $(3,604,126) $ 199,477 -- $(3,404,649)
(Loss) per common share
Primary $(1.26) $(0.15)
Fully diluted $(1.26) $(0.15)
Weighted Average Number of
Common and Common equivalent
shares outstanding: 2,860,602 22,108,402
</TABLE>
See accompanying notes to unaudited pro forma condensed combined financial
information.
<PAGE>
NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL INFORMATION
(a) Weighted average number of common and common share equivalents include
19,247,800 common shares issued in the merger.
(b) The pro forma adjustments to common stock and additional paid-in capital
represent the exchange of mmTech common stock for LogiMetrics common stock.
(c) The pro forma adjustments to revenues and cost of revenues represent the
elimination of inter-company sales between mmTech and LogiMetrics.
<PAGE>
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 hereunto duly authorized.
LOGIMETRICS, INC.
/S/ NORMAN M. PHIPPS
------------------------------
Norman M. Phipps
President and Chief Operating Officer
Date: July 10, 1998
