FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[ X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 1998
____________
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 0-14617
RHEOMETRIC SCIENTIFIC, INC.
______________________________________________
(Exact name of registrant as specified in its charter)
New Jersey 61-0708419
__________________________ ________________________
(State or other jurisdiction of (I.R.S. Employer Identi-
incorporation or organization) fication Number)
One Possumtown Road, Piscataway, NJ 08854-2103
(Address of principal executive offices) (Zip Code)
(732) 560-8550
_______________________________________________
(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
_____ _____
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
Class Outstanding at August 1, 1998
________________________ _______________________________
Common Stock, no par value 13,161,739
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RHEOMETRIC SCIENTIFIC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands) (Unaudited)
<CAPTION>
June December
30, 1998 31, 1997
__________ __________
<S> <C> <C>
ASSETS
Current Assets
Cash $ 831 $ 297
Accounts receivable, net 11,054 14,916
Inventories, net
Finished goods 4,248 5,659
Work in process 1,715 2,650
Assembled components, materials, and parts 6,018 3,550
______ ______
11,981 11,859
Prepaid expenses and other assets 872 813
______ ______
Total current assets 24,738 27,885
______ ______
Property, plant, and equipment 15,974 15,904
Less accumulated depreciation and
Amortization 9,815 9,475
______ ______
Property, plant, and equipment, net 6,159 6,429
Other assets 1,011 1,120
______ ______
Total Assets $31,908 $35,434
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Short-term bank borrowings $ 7,313 $ 8,769
Current maturities of long-term debt 229 227
Accounts payable 2,310 3,931
Borrowings against accounts receivable 1,693 958
Payable to affiliate 1,478 1,064
Accrued liabilities 4,123 5,360
______ ______
Total current liabilities 17,146 20,309
______ ______
Long-term note payable 37 79
Long-term debt lease obligation 4,738 4,718
Long-term debt - affiliate 6,258 6,258
Other long-term liabilities 1,287 1,240
______ ______
Total liabilities 29,466 32,604
______ ______
Commitments and Contingencies
Shareholders' Equity
Common stock, stated value of $.001,
authorized 20,000 shares; issued and
outstanding 13,162 shares 13 13
Additional paid-in capital 25,517 25,492
Accumulated deficit (22,871) (22,547)
Cumulative translation adjustment (217) (128)
______ ______
Total shareholders' equity 2,442 2,830
______ ______
Total Liabilities & Shareholders' Equity $31,908 $35,434
====== ======
See Notes to Condensed Consolidated Financial Statements.
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RHEOMETRIC SCIENTIFIC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1998 1997 1998 1997
_______ _______ _______ _______
<S> <C> <C> <C> <C>
Sales $ 8,703 $10,391 $15,497 $18,708
Cost of sales 4,478 5,319 7,997 10,078
______ ______ ______ ______
Gross profit 4,225 5,072 7,500 8,630
______ ______ ______ ______
General and administrative expenses 384 854 670 1,559
Marketing and selling expenses 2,261 2,364 4,600 4,543
Research and development expenses 575 730 1,094 1,477
Goodwill and intangible amortization 62 54 121 134
Total Operating Expenses 3,282 4,002 6,485 7,713
______ ______ ______ ______
Operating income 943 1,070 1,015 917
Interest expense (383) (351) (765) (762)
Interest expense - Affiliate (222) (207) (436) (410)
Interest income -- 3 -- 20
Foreign currency (loss)/gain (39) 181 (133) (108)
______ ______ ______ ______
Income/(loss) before income taxes 299 696 (319) (343)
Income tax expense (1) (5) (5) (8)
______ ______ ______ ______
Net income/(loss) $ 298 $ 691 $ (324) $ (351)
Net income/(loss) per share
Basic $ 0.02 $ 0.05 $(0.02) $ (0.03)
Diluted $ 0.02 $ 0.05 $(0.02) $ (0.03)
Average number of shares Outstanding
Basic 13,162 13,162 13,162 13,162
====== ====== ====== ======
Diluted 13,162 13,162 13,162 13,162
====== ====== ====== ======
See Notes to Condensed Consolidated Financial Statements.
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RHEOMETRIC SCIENTIFIC, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)
<CAPTION>
Six Months Ended
June 30,
1998 1997
_______ _______
<S> <C> <C>
Cash Flows from Operating Activities:
Net loss $(324) $ (351)
Adjustments to reconcile net loss to
net cash (used in)/provided by
operating activities:
Depreciation and amortization of plant and
Equipment 380 392
Amortization of goodwill and intangibles 121 134
Provision for inventory reserves 416 336
Unrealized currency loss/(gain) 99 (74)
Loss on sale/retirement of plant and equipment 1 --
Warrants issued 25 --
Changes in assets and liabilities:
Accounts receivable 3,550 551
Inventories (589) (1,559)
Prepaid expenses and other current
Assets (62) 5
Accounts payable and accrued
Liabilities (2,419) (862)
Other assets (27) 12
Other non-current liabilities 40 29
______ ______
Net cash provided by/(used in)
operating activities 1,211 (1,387)
_____ ______
Cash Flows from Investing Activities:
Purchases of property, plant, and equipment (27) (90)
______ ______
Net cash used in investing activities (27) (90)
______ ______
Cash Flows from Financing Activities:
Net (repayment)/borrowings under line
of credit agreements (1,336) (665)
Net (repayments)/borrowings against
accounts receivables 854 1,662
Repayment of long-term debt/lease obligation (111) (86)
Mortgage participation -- 861
______ ______
Net cash (used in)/provided by financing
activities (593) 1,772
______ ______
Effect of exchange rate changes on cash (57) 119
` ______ ______
Net increase in cash 534 414
Cash at beginning of period 297 486
______ ______
Cash at end of period $ 831 $ 900
====== ======
Cash payments for interest $ 809 $1,132
====== ======
Cash payments for income taxes $ 106 $ 36
====== ======
See Notes to Condensed Consolidated Financial Statements.
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RHEOMETRIC SCIENTIFIC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands, except per share data)
(Unaudited)
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
1998 1997 1998 1997
______ ______ ______ ______
<S> <C> <C> <C> <C>
Net income/(loss) $ 298 $ 691 $(324) $(351)
Other comprehensive income
Foreign currency translation
Adjustments (35) 140 (89) (87)
_____ _____ _____ _____
Other comprehensive income/(loss) (35) 140 (89) (87)
_____ _____ _____ _____
Comprehensive income/(loss) $ 263 $ 831 $(413) $(438)
===== ===== ===== =====
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RHEOMETRIC SCIENTIFIC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Accounting Policies
The information included in the foregoing interim financial
statements is unaudited. In the opinion of management, all
adjustments, consisting of normal recurring accruals,
necessary for a fair presentation of financial position and
results of operations for the interim periods presented have
been reflected herein. The results of operations for the
interim periods are not necessarily indicative of the results
to be expected for the entire year.
In June 1997, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standards
(SFAS) No. 131, "Disclosures about Segments of an
Enterprise and Related Information," for fiscal years
beginning after December 15, 1997. The provisions of SFAS
No. 131 establish standards for the way that enterprises
report information about operating segments in annual
financial statements and require that selected
information about operating segments in interim financial
statements be reported. It also establishes standards
for related disclosure about products and services,
geographic areas, and major customers. The Company is
reviewing these standards of disclosure for adoption in
1998.
Effective January 1, 1998, the Company adopted Statement
of Financial Accounting Standards (SFAS) No. 130,
"Reporting Comprehensive Income." The provisions of SFAS
No. 130 establish standards for reporting and display of
comprehensive income and its components in the financial
statements. This
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statement requires all items that are required to be
recognized under accounting standards as components of
comprehensive income be reported in the financial
statements and displayed with the same prominence as other
financial statements.
In June 1998, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standards
(SFAS) No. 133, "Accounting for Derivative Instruments
and Hedging Activities," for fiscal years beginning after
June 15, 1999. The provisions of SFAS No. 133 require
all derivatives to be recognized in the statement of
financial position as either assets or liabilities and
measured at fair value. In addition, all hedging
relationships must be designated, reassessed and
documented pursuant to the provisions of SFAS 133. At
present time the Company is reviewing the potential
impact of this standard.
2. Loss Per Share
In February 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" ("SFAS No. 128"). SFAS 128 establishes
standards for computing and presenting earnings per share
("EPS") and supersedes APB Opinion No. 15. "Earnings per
Share" ("Opinion 15"). SFAS 128 replaces the presentation of
primary EPS with a presentation of basic EPS which excludes
dilution and is computed by dividing income available to
common stockholders by the weighted-average number of common
shares outstanding during the period. Diluted reflects the
potential dilution that could occur if outstanding options and
warrants were exercised. This statement has no effect on the
Company's prior period EPS data.
3. Long-term Debt and Short-term Borrowings
Long-term debt consists of the following:
June 30, 1998 December 31, 1997
_____________ _____________
Obligation under sale/leaseback
payable through February 2011,
with interest imputed at a
weighted-average rate of
13.9% for 1998 and 1997,
respectively $4,879,000 $4,857,000
Note payable through November
1999 with interest at 9.54% 125,000 167,000
__________ __________
5,004,000 5,024,000
Less current maturities 229,000 227,000
__________ __________
$4,775,000 $4,797,000
========== ==========
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The Company has working capital lines of credit with
certain domestic and foreign banks. The foreign working
capital lines of credit are supported by letters of
credit issued under the Company's Loan and Security
Agreement, as amended, (the "Loan Agreement"). Total
borrowings were $7,313,000 with remaining availability of
approximately $3,242,000 at June 30, 1998. Interest on
the domestic line of credit at June 30, 1998 was 10% and
10% at December 31, 1997. Interest rates on the foreign
lines of credit ranged between 1.9% and 8.5% as of June
30, 1998 and between 1.9% and 6.8% at December 31, 1997.
The Loan Agreement requires the Company to maintain a
minimum tangible net worth and working capital, generate
minimum consolidated and domestic cash flows, and
achieve a minimum adjusted funded debt to adjusted
tangible net worth ratio. In addition, the Loan
Agreement prohibits the payment of cash dividends or cash
distributions to shareholders.
During 1997 and the first half of 1998, the Company had
been in violation of certain debt covenants associated
with its obligation under a sale/leaseback arrangement
and its short-term loan agreement. The Company has
obtained waivers covering these violations and believes
that they will be in compliance with applicable debt
covenants for periods subsequent to June 30, 1998.
Financial covenants under the sale/leaseback arrangement
have been waived through December 31, 1998.
The Company's lines and letters of credit are subject to
acceleration in the event that there is a material and
adverse change in the condition or affairs, financial or
otherwise, of the Company which in the reasonable opinion
of the lender impairs the lender's collateral or
increases its risk so as to jeopardize the repayment of
the obligations.
The Loan Agreement expires on February 23, 1999, and the
lender notified the Company in August 1998 that the Loan
Agreement will not be extended beyond the expiration
date. Following that notification, the Company has
commenced discussions with other prospective lenders to
replace the credit facility provided by the Loan
Agreement with a credit facility with a maximum available
credit of $10,000,000. The ability to proceed with a
lesser maximum credit than available under the current
Loan Agreement is based on existing improvements in the
management of the Company's working capital. While the
Company believes it will be able to secure a new credit
facility on or prior to the expiration date of the Loan
Agreement, it has not yet received a commitment for such
a facility and there can be no assurance that it will do
so.
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4. 1997 Restructuring
During the third quarter 1997, the Company undertook
several strategic initiatives designed to improve
operational efficiencies and cash management, as well as
to enhance its market position and customer support.
These initiatives included a restructuring of
manufacturing operations, a restructuring of
international sales and marketing activities, and an
introduction of new products targeted to broaden markets
for rheology and process control instrumentation. The
restructuring and consolidation efforts resulted in a one-
time write-off of $2,224,000, $600,000 related to
inventory obsolescence and a restructuring charge of
$1,624,000. These charges are reflected in the Company's
third quarter 1997 financial results. At December 31,
1997 the restructuring reserve of $1,624,000 was reduced
by $684,000 as the result of the assignment of the UK
lease to a third party at more favorable terms than
initially anticipated. The restructuring reserve of
$733,000 as of June 30, 1998 is a component of accrued
liabilities in the Consolidated Balance Sheet.
Approximately $157,000 was charged to the restructuring
reserve in the second quarter, while $207,000 was charged
during the six months ended June 30, 1998.
The Company's restructuring plan centers on its European
operations. The Company will change the focus of Europe
to be centralized in Germany, while maintaining a strong
presence in both the U.K. and France. It expects this
plan to be in full effect in the second half of 1998.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
Results of Operations
Sales for the three- and six-month period ended June 30,
1998 decreased $1,688,000 and $3,211,000 (or 16.2% and
17.2%), respectively, as compared to the corresponding
periods in 1997. These figures include a negative impact of
$289,000 and $475,000 on sales for the three and six months
ended June 30, 1998 due to unfavorable currency rates in
effect. The decline in revenue for the six month period
resulted from a decrease in Europe and Japan of $2,215,000
and $1,506,000, respectively, offset by an increase of
$510,000 in the Americas. The decline in revenue for the
three-month period represents a decrease in Europe and Japan
of $838,000 and $1,128,000, respectively, offset by an
increase in the Americas of $278,000. For the six-month
period, total international sales of $7,414,000 represented
47.8% of total sales compared to 1997 international sales of
$11,135,000, which amounted to 59.5% of total sales. The
gross profit percentages for the three and six months ended
June 30, 1998 were 48.5% and
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48.4%, respectively. This compares to 48.8% and 46.1% for
the same periods in the prior year.
Operating expenses for the three and six months ended June
30, 1998 were down $720,000 and $1,228,000 compared to the
corresponding periods in the prior year. For both the three-
and six-month periods, operating expenses were favorably
affected by foreign currency trends of $69,000 and $137,000,
respectively. The remaining decline is due to cost reduction
measures that the Company had taken in the third quarter
1997 and second quarter 1998.
Net interest expense for the three and six months ended June
30, 1998 increased $50,000 and $49,000, respectively,
compared to the corresponding periods in the prior year.
The Company is exposed to foreign currency gains and losses
related to its intercompany payables and another payable to
Mettler Toledo AG, pursuant to the exclusive world-wide
property rights agreement between the Company and Mettler,
which is due in Swiss Francs. The Company's foreign
currency exposure policy is to not enter into foreign
currency derivative instruments.
The foreign currency adjustments for the three and six
months ended June 30, 1998 were a loss of $39,000 and
$133,000, respectively. The year-to-date adjustment was
primarily due to transaction losses of $187,000 resulting
from the French Franc, Japanese Yen, and Swiss Franc which
were offset by gains of $54,000 related to the German Mark
and British Pound.
Inherent in the Company's business is the potential for
inventory obsolescence for older products as the Company
develops new products. Obsolescence has historically related
to parts inventory. The Company continuously monitors its
exposure relating to excess and obsolete inventory and
establishes what in management's judgment at the time are
appropriate valuation reserves.
Liquidity and Capital Resources
Management believes that cash generated from operations and
funds available under lines of credit should be sufficient
to meet the Company's working capital needs until February
23, 1999, and thereafter depending on the Company's success
in obtaining a new credit facility. Adequacy of cash flows
beyond that period will depend upon the Company's ability to
achieve expected sales volumes to support profitable
operations.
The Company has working capital lines of credit with certain
domestic and foreign banks. The foreign working capital
lines of credit are supported by letters of credit issued
under the Company's Loan and Security Agreement, as amended,
(the "Loan Agreement"). Total borrowings were $7,313,000
with remaining
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availability of approximately $3,242,000 at June 30, 1998.
Interest on the domestic line of credit at June 30, 1998 was
10% and 10% at December 31, 1997. Interest rates on the
foreign lines of credit ranged between 1.9% and 8.5% as of
June 30, 1998 and between 1.9% and 6.8% at December 31,
1997.
The Loan Agreement expires on February 23, 1999, and the lender
notified the Company in August 1998 that the Loan Agreement
will not be extended beyond the expiration date. Following
that notification, the Company has commenced discussions with
other prospective lenders to replace the credit facility
provided by the Loan Agreement with a credit facility with a
maximum available credit of $10,000,000. The ability to
proceed with a lesser maximum credit than available under the
current Loan Agreement is based on existing improvements in the
management of the Company's working capital. While the Company
believes it will be able to secure a new credit facility on or
prior to the expiration date of the Loan Agreement, it has not
yet received a commitment for such a facility and there can be
no assurance that it will do so.
Cash Flows from Operations. Net cash provided by operating
activities during the six months ended June 30, 1998 was
$1,211,000, an increase of $2,598,000 over the same period
last year. Net loss for the six months ended June 30, 1998
was $324,000 compared to $351,000 during the same period
last year. During the six months ended June 30, 1998,
accounts receivable
decreased by $3,550,000 reflecting lower second quarter 1998
sales as compared to the last quarter 1997 sales.
Inventories increased by $589,000 partially due to lower
than anticipated 1998 sales. Management continuously
monitors inventory levels on a worldwide basis in order to
ensure that excess inventory is kept to a minimum. Accounts
payable and accrued liabilities decreased $2,419,000.
Cash Flows From Investing. Net cash used in investing
activities during the six months ended June 30, 1998 was
$27,000 as compared to $90,000 during the same period in
1997.
Cash Flows From Financing. Net cash used in financing
activities during the six-month period ended June 30, 1998
was $593,000.
The Company's borrowing against its accounts receivable
during the six-month period ended June 30, 1998 increased
$854,000 while its borrowing under line of credit agreements
decreased $1,336,000.
Year 2000 Compliance. The Company has consulted with its
main software provider regarding potential year 2000
problems. The majority of this potential problem has been
addressed and the remaining problem area will be addressed
via upgrades, which will be available prior to the year
2000. In addition, the Company has proactively identified
program modifications that may require a change in
programming code. Such code modifications are being
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actively made and the Company anticipates that all program
modifications will be completed well before the year 2000.
The Company plans to initiate in 1998 communication with its
significant suppliers to determine the effect that it may be
impacted by third parties failure to address this issue.
The Company will continue to monitor and evaluate the impact
of year 2000 on its operations.
PART II. OTHER INFORMATION
Item 2. Changes in Securities
A Consulting Services Agreement was entered into
effective April 1, 1998 in which the Company agreed to
compensate a consultant for investment advisory and
investment banking services with warrants to purchase
shares of common stock of the Company at $1.65 per
share for a period of five years. The Consulting
Services Agreement was terminated by the Company
effective August 19, 1998. Under the terms of the
agreement, the consultant earned warrants to purchase
326,667 shares prior to termination of the agreement.
These warrants were issued pursuant to Section 4(2) of
the Securities Act of 1933.
Item 5. Other Information
The Company's common stock was moved to the OTC-
Bulletin Board Market, effective with the close of
trading on April 14, 1998, due to the expiration of an
exception from the minimum bid price of the NASDAQ
SmallCap Market.
In August 1998 the Company assigned the lease of its
Epsom facility in the United Kingdom to a third party
and moved its sales and service personnel to offices
located in Leatherhead.
Item 6. Exhibits and Reports on Form 8-K
(a)Exhibits (numbered in accordance with Item 601 of
Regulation S-K).
3.1 Certificate of Incorporation of the Registrant,
as Amended, incorporated by reference to Exhibit
3.1 to the Company's Quarterly Report on Form 10-
Q for the period ended March 31, 1995 (File No.
0-14617).
3.2 By-Laws of the Registrant, as Amended,
incorporated by reference to Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the
year ended December 31, 1993 (File No. 0-14617).
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Item 6. - continued
4.1 Specimen Certificate representing Common Stock
of the Registrant, incorporated by reference to
the exhibits to the Company's Registration
Statement on Form S-1, File No. 33-807 filed on
October 10, 1985.
4.2 Warrant to Purchase 132,617 shares Common Stock of
Rheometric Scientific, Inc. issued to RSI (NJ) QRS 12-13,
Inc., incorporated by reference to Exhibit 1 to the
Company's Current Report on Form 8-K dated February 23, 1996
(File No. 0-14617).
4.3 Warrant to Purchase 331,543 shares of Common Stock of
Rheometric Scientific, Inc. issued to RSI (NJ) QRS 12-13,
Inc., incorporated by reference to Exhibit 2 to the
Company's Current Report on Form 8-K dated February 23, 1996
(File No. 0-14617).
*4.4 Rheometric Scientific, Inc. 1996 Stock
Option Plan, incorporated by reference to
Exhibit 4.3 to the Company's Quarterly Report on
Form 10-Q for the period ended June 30, 1996
(File No. 0-14617).
*10.1 Amended and Restated Employment Agreement
between Ronald F. Garritano and the Company
incorporated by reference to Exhibit 10.3 to the
Company's Annual Report on Form 10-K dated
December 31, 1997 (File No. 0-14617).
*10.2 Employment Agreement between Matthew Bilt
and the Company, incorporated by reference to
Exhibit 10.4 to the Company's Quarterly Report
on Form 10-Q for the period ended September 30,
1996 (File No. 0-14617).
*10.3 Employment Agreement between Joseph Musanti and
the Company incorporated by reference to Exhibit
10.4 to the Company's Annual Report on Form 10-K
dated December 31, 1997 (File No. 0-14617).
10.4 Loan and Security Agreement with Fleet Capital
Corporation dated February 23, 1996,
incorporated by reference to Exhibit 1 to the
Company's Current Report on Form 8-K dated
February 23, 1996 (File No. 0-14617).
10.5 Lease Agreement by and between RSI (NJ) QRS 12-
13, Inc., and Rheometric Scientific, Inc. dated as of
February 23, 1996, incorporated by reference to Exhibit 5 to
the Company's Current Report on Form 8-K dated February 23,
1996 (File No. 0-14617).
10.6 Revolving Credit Facility Note - Fleet Capital
Corporation, incorporated by reference to Exhibit 6 to the
Company's Current Report on Form 8-K dated February 23, 1996
(File No. 0-14617).
10.7 Subordination Agreement between Axess
Corporation and Fleet Capital Corporation, incorporated by
reference to Exhibit 10.26 to the Company's Annual Report on
Form 10-K dated December 31, 1995 (File No. 0-14617).
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Item 6 - continued
10.8 Subordination Agreement between Axess
Corporation and RSI (NJ) QRS 12-13, Inc., incorporated by
reference to Exhibit 10.27 to the Company's Annual Report on
Form 10-K dated December 31, 1995 (File No. 0-14617).
10.9 Amended and Restated Subordinated Unsecured
Working Capital Note - Axess Corporation, incorporated by
reference to Exhibit 10.28 to the Company's Annual Report on
Form 10-K dated December 31, 1995 (File No. 0-14617).
10.10 First Amendment to Lease Agreement dated June 10,
1996 between RSI (NJ) QRS 12-13, Inc. and Rheometric
Scientific, Inc. incorporated by reference to Exhibit 10.12
to the Company's Annual Report on Form 10-K dated December
31, 1996 (File No. 0-14617).
10.11 Second Amendment to Lease Agreement dated February
20, 1997 between RSI (NJ) QRS 12-13, Inc. and Rheometric
Scientific, Inc. incorporated by reference to Exhibit 10.13
to the Company's Annual Report on Form 10-K dated December
31, 1996 (File No. 0-14617).
10.12 Amendment Letter dated May 2, 1997 by Fleet
Capital Corporation, amending Sections 9.1(J) and 9.3(D) of
the Loan and Security Agreement dated February 23, 1996,
incorporated by reference to Exhibit 10.14 to the Company's
Annual Report on Form 10-K dated December 31, 1996 (File No.
0-14617).
10.13 Amendment Letter dated May 6, 1997 by RSI (NJ) QRS-
12-13, Inc., amending paragraphs 7 and 8 of Exhibit D to the
Lease Agreement dated as of February 23, 1996, incorporated
by reference to Exhibit 10.15 to the Company's Annual Report
on Form 10-K dated December 31, 1996 (File No. 0-14617).
10.14 Amendment to Loan and Security Agreement with
Fleet Capital Corporation dated March 31, 1998 incorporated
by reference to Exhibit 10.16 to the Company's Annual Report
on Form 10-K dated December 31, 1997 (File No. 0-14617).
24 Consent of Independent Auditors incorporated by
reference to Exhibit 22 to the Company's Annual
Report on Form 10-K dated December 31, 1997
(File No. 0-14617).
27 Financial Data Schedule
(b) Reports on Form 8-K:
None.
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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.
RHEOMETRIC SCIENTIFIC, INC.
(Registrant)
October 2, 1998 By /s/ Joseph Musanti
Joseph Musanti, Vice President,
Finance & Materials and
Chief Financial Officer
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<TABLE> <S> <C>
<ARTICLE> 5
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<NAME> RHEOMETRIC SCIENTIFIC
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