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: March 31,2000
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number: 0-14617
RHEOMETRIC SCIENTIFIC, INC.
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(Exact name of registrant as specified in its charter)
New Jersey 61-0708419
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(State or other jurisdiction of (I.R.S. Employer Identi-
incorporation or organization) fication Number)
One Possumtown Road, Piscataway, NJ 08854-2103
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(Address of principal executive offices) (Zip Code)
(732) 560-8550
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(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 May 5, 2000
- -------------------------- --------------------------
Common Stock, no par value 16,567,739
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RHEOMETRIC SCIENTIFIC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
March December
ASSETS 31, 2000 31, 1999
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<S> <C> <C>
Current Assets
Cash $ 687 $ 265
Accounts receivable, net 9,530 10,340
Inventories, net
Finished goods 1,438 1,596
Work in process 704 773
Assembled components, materials, and parts 3,686 4,172
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5,828 6,541
Prepaid expenses and other assets 773 705
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Total current assets 16,818 17,851
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Property, plant, and equipment 15,731 15,638
Less accumulated depreciation and amortization 10,223 10,051
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Property, plant, and equipment, net 5,508 5,587
Other assets and deferred financing costs 784 545
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Total Assets $ 23,110 $23,983
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY (Deficiency)
Current Liabilities
Short-term bank borrowings $ 5,613 $ 4,789
Current maturity of long-term debt 490 190
Accounts payable 1,921 1,980
Borrowings against accounts receivable 2,003 1,064
Accrued liabilities 3,886 4,397
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Total current liabilities 13,913 12,420
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Long-term debt 5,803 4,525
Long-term debt - affiliate 1,000 8,206
Payable to affiliate - 1,020
Long-term liability - Mettler - 696
Other long-term liabilities 99 103
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Total liabilities 20,815 26,970
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Commitments and Contingencies
Convertible Redeemable Preferred Stock 1,000 -
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Shareholders' Equity (Deficiency)
Common stock, stated value of $.001,
Authorized 20,000 shares; issued and outstanding
16,568 shares in 2000 and 13,162 in 1999 17 13
Additional paid-in capital 30,350 25,690
Accumulated deficit (29,232) (28,829)
Treasury Stock, at cost, 2,800 shares in 2000 - -
Accumulated other comprehensive income 160 139
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Total shareholders' equity (deficiency) 1,295 (2,987)
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Total Liabilities & Shareholders' Equity $23,110 $23,983
======= =======
See Notes to Condensed Consolidated Financial Statements.
</TABLE>
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RHEOMETRIC SCIENTIFIC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
(Unaudited)
Three Months Ended
March 31,
2000 1999
---- ----
Sales $ 6,620 $ 7,002
Cost of sales 3,540 3,806
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Gross profit 3,080 3,196
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Marketing and selling expenses 1,827 1,875
Research and development expenses 485 506
General and administrative expenses 664 517
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2,976 2,898
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Operating income 104 298
Interest expense (280) (287)
Interest expense - affiliate - (241)
Foreign currency loss (224) (179)
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Loss before income taxes (400) (409)
Income taxes 3 3
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Net loss $ (403) $ (412)
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Net loss per share
Basic $ (0.03) $(0.03)
======== =======
Diluted $ (0.03) $(0.03)
======== =======
Average number of shares outstanding
Basic 14,097 13,162
====== ======
Diluted 14,097 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)
Three Months Ended
March 31,
2000 1999
---- ----
Cash Flows from Operating Activities:
Net loss $ (403) $ (412)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization of plant and
Equipment 205 167
Amortization of goodwill and intangibles 39 62
Provision for inventory reserves 169 167
Unrealized currency loss 244 194
Loss on sale/retirement of plant and equipment -- 4
Changes in assets and liabilities:
Accounts receivable 591 568
Inventories 486 365
Prepaid expenses and other current assets (82) 232
Payable to affiliate -- 241
Accounts payable and accrued liabilities (494) (576)
Other assets (288) (93)
Other non-current liabilities (701) 33
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Net cash provided by operating activities 169 952
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Cash Flows from Investing Activities:
Purchases of property, plant, and equipment (14) (32)
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Net cash used in investing activities
(14) (32)
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Cash Flows from Financing Activities:
Net borrowings/(repayments) under line of credit
agreements 828 (525)
Net (repayments)/borrowings against accounts
receivables 963 207
Borrowings long-term debt 1,500 --
Repayment of long-term debt affiliate (3,500) --
Proceeds from issuance of common stock net of
Issuance costs 937 --
Repayment of long-term debt/lease obligation (46) (62)
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Net cash provided by/(used in)financing activities 682 (380)
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Effect of exchange rate changes on cash (12) (13)
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Net increase in cash 422 527
Cash at beginning of period 265 488
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Cash at end of period $ 687 $1,015
====== ======
Cash payments for interest $ 339 $ 324
====== ======
Cash payments for income taxes $ 188 $ 3
====== ======
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)
(Unaudited)
Three Months
Ended March 31,
2000 1999
---- ----
Net loss $(403) $(412)
Other comprehensive loss
Foreign currency translation
Adjustments 21 41
------ ------
Comprehensive loss $(382) $(371)
====== ======
See Notes to Condensed Consolidated Financial Statements.
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.
On March 6, 2000, pursuant to a Securities Purchase Agreement, dated as of
February 17, 2000, by and between Rheometric Scientific, Inc. (the
"Company"), Axess Corporation ("Axess"), and Andlinger Capital XXVI LLC
("Andlinger Capital XXVI") , as amended (the "Purchase Agreement") and
certain related agreements, Andlinger Capital XXVI purchased (i)
10,606,000 shares of newly issued common stock of the Company (the
"Investor Shares") and (ii) warrants to purchase (x) an additional
2,000,000 shares of common stock of the Company at an exercise price of
$1.00 per share, exercisable at any time prior to March 6, 2007 (the
"Investor A Warrants") and (y) an additional 4,000,000 shares of common
stock of the Company at an exercise price of $3.00 per share, exercisable
at any time prior to March 6, 2003 (the "Investor B Warrants," and
collectively with the Investor A Warrants, the "Investor Warrants"), for
the aggregate consideration of $1,825,000 (the
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"Purchase Price"). Andlinger Capital XXVI acquired the power to vote an
aggregate of 16,606,000 shares of the Company's common stock (of which
6,000,000 shares are attributable to the Investor Warrants) representing
approximately 74% of the issued and outstanding common stock of the
Company (including as outstanding for the purposes of determining such
percentage the 6,000,000 shares issuable upon exercise of the Investor
Warrants). Prior to the purchase by Andlinger Capital XXVI of the Investor
Shares and the Investor Warrants, Axess agreed to contribute 2,800,000
shares of common stock to the Company.
Prior to the closing under the Purchase Agreement, the Company had been
indebted to Axess in the principal amount of $8,205,907, plus interest
thereon from January 1, 1999 (all indebtedness of the Company due Axess is
referred to herein as the "Axess Debt"). Upon the closing, Axess cancelled
the Axess Debt in exchange for (x) the payment by the Company to Axess of
$3,500,000 in cash; (y) the issuance to Axess of a promissory note in the
principal amount of $1,000,000 payable upon the sale of one of the
Company's product lines and (z) the issuance to Axess, of a warrant (the
"Preferred Stock Warrant" and collectively with the Investor Warrants, the
"Warrants") to purchase 1,000 shares of the Company's non-voting
convertible redeemable preferred stock to be issued, subject to
Stockholder Approval, pursuant to an amendment to the certificate of
incorporation of the Company.
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, 2000. 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.
In December 1999, the Securities and Exchange Commission (SEC) issued
Staff Accounting Bulletin No. 101 (SAB 101) Revenue Recognition in
Financial Statements, which is effective for the quarter ended June 30,
2000. The SAB summarizes certain of the staff's view in applying generally
accepted accounting principles to revenue recognition.
The Company is currently assessing the impact, if any, that SAB will have
on its revenue recognition policy. The Company currently recognizes
revenue upon shipment. The SAB could require the Company to recognize
revenue upon installation. Any change resulting from the application of
the accounting described in the SAB will be reported as a change in
accounting principle in accordance with APB Opinion No. 20 "Accounting
Changes" in the second quarter of 2000.
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2. Loss Per Share
In February 1997, the Financial Accounting Standards Board ("FASB") 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.
Dilution reflects the potential dilution that could occur if outstanding
options and warrants were exercised.
3. Long-term Debt and Short-term Borrowings
Long-term debt consists of the following:
March 31, 2000 December 31, 1999
-------------- -----------------
Obligation under sale/leaseback
payable through February 2011,
with interest imputed at a weighted-
average rate of 13.9% for 2000
and 1999, respectively $4,793,000 $4,715,000
Term loan payable through March 2003.
Loan bears interest at prime
plus 1.5%(10.5% at March 31, 2000) 1,500,000 -
---------- ----------
6,293,000 4,715,000
Less current maturities 490,000 190,000
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$5,803,000 $4,525,000
========== ==========
On March 6, 2000 in connection with the transactions under the Purchase
Agreement and with the support and assistance of Andlinger Capital XXVI, the
Company made a final payment under the Prior Loan Agreement and terminated such
agreement and obtained a credit facility with PNC Bank, National Association
("PNC Bank"). The new Revolving Credit, Term Loan and Security Agreement (the
"Loan Agreement") provides for a total facility of $14,500,000 of which
$13,000,000 is a working capital revolving credit facility with an initial
three-year term expiring on March 6, 2003. The amount of available credit is
determined by the level of certain eligible receivables and inventories. The
line of credit bears interest at the prime rate. Additionally the Loan Agreement
contains various covenants including a financial covenant that generally
requires the Company to maintain a fixed charge coverage ratio
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(as defined in the Loan Agreement) of .7 to 1 for the three-month period ending
June 30, 2000 and 1.1 to 1 thereafter. The Loan Agreement also includes a term
loan with PNC Bank in the amount of $1,500,000 to be repaid in 4 quarterly
installments of $75,000 commencing June 6, 2000; 23 monthly installments of
$25,000 commencing April 6, 2001 and a final balance due of $625,000 at maturity
on March 6, 2003. This loan bears interest at prime plus 1.5 percent. The Loan
Agreement is subject to customary event of default and acceleration provisions
and is collateralized by substantially all of the Company's assets.
4. Convertible Redeemable Preferred Stock
In conjunction with the March 6, 2000 Purchase Agreement, the Company
issued 1,000 shares of Convertible Redeemable Preferred Stock with a $1,000
per share liquidation preference, redeemable over a five year period.
Each such Preferred Share, is subject to mandatory redemption at $1,000 per
share, or convertible at the holder's option into 1000 shares of Rheometric
Scientific, Inc. Common Stock.
The mandatory redemption dates are as follows:
No of Shares of
Date Preferred Stock Price/Share Total
-----------------------------------------------------------------------
March 6, 2001 200 $1,000 $200,000
March 6, 2002 200 $1,000 $200,000
March 6, 2003 200 $1,000 $200,000
March 6, 2004 200 $1,000 $200,000
March 6, 2005 200 $1,000 $200,000
----- ----------
1,000 $1,000,000
5. Operating Segments/Foreign Operations and Geographic Information
The Company has three reportable segments: Domestic, Europe, and the Far
East. The accounting policies of the reportable segments are the same as
those described in the Summary of Significant Accounting Policies. The
Company evaluates the performance of its operating segments based on
revenue performance and operating income. Summarized financial information
concerning the Company's reportable segments is shown below:
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(In thousands) Domestic Europe Japan Consolidated
------------------------------------------------------------------
Trade Sales:
3/31/00 4,110 1,376 1,134 6,620
3/31/99 3,164 1,896 1,942 7,002
Intercompany Sales:
3/31/00 1,427 14 0 1,441
3/31/99 1,673 36 0 1,709
Operating Income:
3/31/00 435 (219) (112) 104
3/31/99 66 (74) 306 298
Identifiable Assets:
3/31/00 14,645 3,905 4,560 23,110
3/31/99 17,795 4,190 5,179 27,164
Depreciation and Amortization (including Intangibles):
3/31/00 207 32 5 244
3/31/99 204 19 6 229
Sales between geographic areas are priced on a basis that yields an
appropriate rate of return based on assets employed, risk and other
factors.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
Results of Operations
- ---------------------
Sales for the three month period ending March 31, 2000 totaled $6,620,000
compared to $7,002,000 for the same period in 1999. Sales for the first quarter
of 2000 were unfavorably affected by foreign currency in the amount of $81,000.
Gross profit from continuing operations for the three months ended March 31,
2000 was $3,080,000 or a gross margin of 46.5%. Gross profit for the same period
in 1999 was $3,196,000 or a gross margin of 45.6%. The changes made in
manufacturing, scheduling and having a strategic focus on inventory and costs
helped to achieve the margin improvement in 2000.
Expenses for the period were $2,976,000 or $78,000 higher than the same period
in 1999, which includes in the first quarter of 2000 an increase of $225,000 in
consulting charges, compared to the first quarter of 1999.
Interest cost for the first quarter of 2000 totaled $280,000 compared to
$528,000 in the first quarter of 1999. This decrease relates directly to the
change in affiliated debt due the old majority ownership. Foreign currency
exchange loss equaled $224,000 in 2000 compared to $179,000 in the same period
of 1999.
Net loss in the first quarter of 2000 was $403,000, compared to a loss of
$412,000 in 1999. This improvement was achieved despite a decrease in sales of
$382,000, principally as a result of lower interest costs and the improvement in
gross margin. In the quarter ended March 31, 2000, management concentrated on
developing and refining the Company's strategic plan. This plan is designed to
reposition the Company as a provider of technologically advanced scientific
instruments. The Plan includes an increased focus on allocation of resources and
expenses and the engagement of outside consultants. As part of this plan
European and domestic sales organizations have been divided into specific
areas/countries.
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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 a reserve for
such account. The Company's development efforts generally enhance exiting
products or relate to new markets for existing technology and therefore,
existing products are generally not rendered obsolete.
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Financing, Liquidity, and Capital Resources
- -------------------------------------------
On March 6, 2000 (the "Closing Date"), pursuant to a Securities Purchase
Agreement, dated as of February 17, 2000, by and between the Company, Axess, and
Andlinger Capital XXVI LLC ("Andlinger Capital XXVI"), as amended (the "Purchase
Agreement") and certain related agreements, Andlinger Capital XXVI purchased (i)
10,606,000 shares of newly issued common stock of the Company (the "Investor
Shares") and (ii) warrants to purchase (x) an additional 2,000,000 shares of
common stock of the Company at an exercise price of $1.00 per share, exercisable
at any time prior to March 6, 2007 (the "Investor A Warrants") and (y) an
additional 4,000,000 shares of common stock of the Company at an exercise price
of $3.00 per share, exercisable at any time prior to March 6, 2003 (the
"Investor B Warrants," and collectively with the Investor A Warrants, the
"Investor Warrants"), for the aggregate consideration of $1,825,000 (the
"Purchase Price"). Upon consummation of this transaction Andlinger Capital XXVI
acquired beneficial ownership (as determined under the rules of the Securities
and Exchange Commission) of an aggregate of 16,606,000 shares of the Company's
common stock (of which 6,000,000 shares are attributable to the Investor
Warrants) representing approximately 74% of the issued and outstanding common
stock of the Company (including as outstanding for the purposes of determining
such percentage the 6,000,000 shares issuable upon exercise of the Investor
Warrants). Prior to the purchase by Andlinger Capital XXVI of the Investor
Shares and the Investor Warrants, Axess agreed to contribute 2,800,000 shares of
common stock to the Company.
The Purchase Agreement contemplates that the Company will submit to its
stockholders for approval (the "Stockholder Approval") proposals to (i)
reincorporate the Company from New Jersey to Delaware (the "Reincorporation");
(ii) increase the authorized number of shares of capital stock to 49,000,000
shares of common stock and 1,000,000 shares of preferred stock; and (iii)
authorize the issuance of the preferred stock as contemplated in the Purchase
Agreement. In order to effect the intent of the parties to the Purchase
Agreement that the Company issue the Investor Shares on the Closing Date, at the
closing of the Purchase Agreement Axess contributed 4,400,000 shares of common
stock to the Company, in exchange for the Company's agreement to reissue to
Axess 4,400,000 shares of common stock (the "Axess Reissue Shares") subject to
the Stockholder Approval, and Reincorporation and amendment of the Company's
certificate of incorporation to authorize the issuance of such shares.
Prior to the closing under the Purchase Agreement, the Company had been indebted
to Axess in the principal amount of $8,205,907, plus interest thereon from
January 1, 1999 (all indebtedness of the Company due Axess is referred to herein
as the "Axess Debt"). Upon the closing, Axess cancelled the Axess Debt in
exchange for (x) the payment by the Company to Axess of $3,500,000 in cash; (y)
the
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issuance to Axess of a promissory note in the principal amount of $1,000,000
payable upon the sale of one of the Company's product lines and (z) the issuance
to Axess, of a warrant (the "Preferred Stock Warrant" and collectively with the
Investor Warrants, the "Warrants") to purchase 1,000 shares of the Company's
non-voting convertible redeemable preferred stock to be issued, subject to
Stockholder Approval, pursuant to an amendment to the certificate of
incorporation of the Company.
On March 6, 2000, in connection with the transactions under the Purchase
Agreement and with the support and assistance of Andlinger Capital XXVI, the
Company made a final payment under the Prior Loan Agreement and terminated such
agreement and obtained a credit facility with PNC Bank. The new Loan Agreement
provides for a total facility of $14,500,000 of which $13,000,000 is a working
capital revolving credit facility with an initial three-year term expiring on
March 6, 2003. The amount of available credit is determined by the level of
certain eligible receivables and inventories. The line of credit bears interest
at the prime rate. Additionally the Loan Agreement contains various covenants
including a financial covenant that generally requires the Company to maintain a
fixed charge coverage ratio (as defined in the Loan Agreement) of .7 to 1 for
the three-month period ending June 30, 2000 and 1.1 to 1 thereafter.
The Loan Agreement also includes a term loan with PNC Bank in the amount of
$1,500,000 to be repaid in 4 quarterly installments of $75,000 commencing June
6, 2000; 23 monthly installments at $25,000 commending April 6, 2001 and a final
balance of $625,000 at maturity on March 6, 2003. This loan bears interest at
prime plus 1.5 percent which is due monthly. The Loan Agreement is subject to
customary event of default and acceleration provisions and is collateralized by
substantially all of the Company's assets.
Management believes that the cash generated from operations and funds available
under its new Loan Agreement should be sufficient to meet the Company's working
capital needs in 2000.
Cash Flows from Operations. Net cash provided by operating activities during the
three months ended March 31, 2000 was $169,000. This is a decrease of $783,000
over the same period last year. Net loss for the three months ended March 31,
2000 was $403,000 compared to $412,000 during the same period last year. During
the three months ended March 31, 2000, accounts receivable decreased by $591,000
compared to $568,000 in the same quarter of 1999. The decrease is relates to
lower sales in each first quarter as compared the last quarter of the previous
year. Inventories decreased by $486,000 as a result of the Company's efforts to
better manage its inventory levels. Accounts payable and accrued liabilities
decreased $494,000. Prepaid expenses and other assets increased $82,000 and
$288,000
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respectively mainly due to deferred costs related to the new loan agreement.
Cash Flows From Investing. Net cash used in investing activities during the
three months ended March 31, 2000 was $14,000 as compared to $32,000 during the
same period in 1999.
Cash Flows From Financing. Net cash provided by financing activities during the
three-month period ended March 31, 2000 was $682,000. The Company's borrowing
against its accounts receivable during the three-month period ended March 31,
2000 increased $963,000 and its borrowing under line of credit agreements
increased $828,000. Repayments of the lease obligation total $46,000 for the
period. In connection with the transactions under the Purchase Agreement,
long-term debt increased $1,500,000 while the Mettler note decreased by
$1,212,000. The Axess debt decreased $8,226,000 as a result of repayment of
$3,500,000, issuance of Preferred Stock by $1,000,000 and forgiveness of debt of
$3,726,000. There were also net proceeds from issuance of common stock of
$937,000.
Year 2000 Issues
Certain computer systems and programs were designed to identify the year with
two digits. Concern existed prior to 2000 that such systems might read dates in
the year 2000 and thereafter as if those dates represent the year 1900 or
thereafter. As a result, errors would occur because computers would not
distinguish between 1900 and 2000. All mainframe and personal computers, and
related system, application code and process control systems using embedded chip
technology could have been adversely affected by the use of two digit
definitions for the identification of the year component of date information. If
such adverse effects were not successfully remediated before December 31, 1999,
there could have been and interruption in, or failure of, certain normal
business activities or operations with attendant lost revenues and adverse
customer relation impacts.
The Company did not experience any interruptions in or failure of normal
business activities or operations on January 1, 2000 or thereafter as a result
of Year 2000 issues.
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PART II. OTHER INFORMATION
(2) Financial statement schedules: none
The required information is inapplicable or the information is
presented in the financial statements or related notes
(3) Exhibits (numbered in accordance with Item 601 of
Regulation S-K).
2.1 Securities Purchase Agreement, dated as of February 17,
2000, by and between Rheometric Scientific, Inc., Andlinger
Capital XXVI LLC and Axess Corporation, incorporated by
reference to Exhibit 2.1 to the Company's Current Report on
Form 8-K dated March 21, 2000 (File No. 0-14617).
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).
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).
*10.3 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 for
the year ended December 31, 1997 (File No. 0-14617).
*10.4 Employment Agreement between Matthew Bilt and the Company,
incorporated by reference to Exhibit 10.4 to
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the Company's Quarterly Report on Form 10-Q for the period
ended September 30, 1996 (File No. 0-14617).
*10.5 Employment Agreement between Joseph Musanti and the
Company, incorporated by reference to Exhibit 10.5 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1997 (File No. 0-14617).
10.6 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).
10.7 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).
10.8 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).
10.9 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).
10.10 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).
10.11 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).
10.12 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).
10.13 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).
10.14 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).
10.15 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
16 of 18
<PAGE>
Company's Annual Report on Form 10-K dated December 31, 1996
(File No. 0-14617).
10.16 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
for the period ended December 31, 1997 (File No. 0-14617).
10.17 Second Amendment to Loan and Security Agreement with Fleet
Capital Corporation dated February 19, 1999, incorporated by
reference to Exhibit 10.15 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1998 (File No.
0-14617).
10.18 Third Amendment to Loan and Security Agreement with Fleet
Capital Corporation dated November 12, 1999, incorporated by
reference to Exhibit 10.16 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1998 (File No.
0-14617).
10.19 Registration Rights Agreement, dated as of March 6, 2000,
by and between Rheometric Scientific Inc., Andlinger Capital
XXVI and Axess Corporation, incorporated by reference to
Exhibit 10.1 to the Company's Current Report on Form 8-K
dated March 21, 2000 (File No. 0-14617).
10.20 Stockholders' Agreement, dated as of March 6, 2000, by and
between Rheometric Scientific Inc., Andlinger Capital XXVI
and Axess Corporation, incorporated by reference to Exhibit
10.2 to the Company's Current Report on Form 8-K dated March
21, 2000 (File No. 0-14617).
10.21 Voting Agreement, dated as of February 17, 2000, by and
between Rheometric Scientific Inc., Andlinger Capital XXVI
and Axess Corporation, incorporated by reference to Exhibit
10.3 to the Company's Current Report on Form 8-K dated March
21, 2000 (File No. 0-14617).
22 Subsidiaries of the Registrant, incorporated by reference to
Exhibit 22 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1994 (File No. 0-14617).
* Management contract or compensatory plan or arrangements
(b) Reports on Form 8-K:
Report dated and filed on March 21, 2000.
17 of 18
<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 thereunto duly authorized.
RHEOMETRIC SCIENTIFIC, INC.
(Registrant)
May 15, 2000 By /s/ Joseph Musanti
-----------------------------------
Joseph Musanti, Vice President,
Finance and Chief Financial Officer
18 of 18
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