SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
__________
September 30, 1996
Date of Report (Date of earliest event reported)
HOLOMETRIX, INC.
(Exact name of registrant as specified in charter)
Delaware 0-16152 04-2891557
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification Number)
incorporation)
25 Wiggins Avenue
Bedford, Massachusetts 01730-2323
(Address of principal executive offices and zip code)
(617) 275-3300
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of the Business Acquired.
TO THE STOCKHOLDERS AND DIRECTORS OF
NATIONAL METAL REFINING (NAMETRE) COMPANY, INC.
We have audited the accompanying balance sheets of National
Metal Refining (Nametre) Company, Inc. as of September 30,
1996 and December 31, 1995 and the related statements of
changes in stockholders' equity, revenues and expenses, and
cash flows for the nine months and twelve months 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
statements presentation. We believe that our audit provides
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
presents fairly, in all material respects, the financial
position of National Metal Refining (Nametre) Company, Inc.
as of September 30, 1996 and December 31, 1995, and the
results of its operations and cash flows for the nine months
and twelve months then ended in conformity with generally
accepted accounting principles.
/s/ Wilkin & Guttenplan
WILKIN & GUTTENPLAN, P.C.
Certified Public Accountants
East Brunswick, New Jersey
December 2, 1996
Page 1
NATIONAL METAL REFINING (NAMETRE) COMPANY, INC.
BALANCE SHEETS
SEPTEMBER 30, DECEMBER 31,
1996 1995
ASSETS
CURRENT ASSETS
Cash $ 8,510 $ 236,217
Accounts receivable, less allowance
for doubtful accounts of $15,000 418,583 485,467
Inventories - Notes 1 and 2 440,007 402,578
Prepaid expenses 11,278 13,455
Federal income tax refund receivable 17,021 14,281
Note receivable - Note 12 75,000 -
TOTAL CURRENT ASSETS 970,399 1,151,998
PROPERTY AND EQUIPMENT, net of
accumulated depreciation -
Notes 1 and 3 51,763 63,526
PATENTS, at cost, less accumulated amortization
of $49,842 and $45,624,
respectively - Note 1 21,556 22,983
OTHER ASSETS
Deposits 2,384 2,384
TOTAL ASSETS $1,046,102 $1,240,891
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 661,266 $ 343,874
Accrued product claims and warranties 19,000 13,000
Notes payable - current portion -
Notes 4 and 6 100,000 472,135
TOTAL CURRENT LIABILITIES 780,266 829,009
DEBENTURES - Notes 5 and 6 38,967 38,967
NOTES PAYABLE, net of current portion -
Note 4 55,000 130,000
TOTAL LIABILITIES 874,233 997,976
STOCKHOLDERS' EQUITY
Common stock, 770,000 shares authorized,
512,000 shares issued; 193,489 and
73,489, shares outstanding respectively
and 436,011 and 438,511, shares held
in treasury respectively 18,213 16,653
Paid in capital 404,352 108,237
Retained earnings (deficit) (143,508) 229,038
Treasury stock - Note 6 (107,188) (111,013)
TOTAL STOCKHOLDERS' EQUITY 171,869 242,915
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $1,046,102 $1,240,891
The accompanying notes are an integral
part of these financial statements.
NATIONAL METAL REFINING (NAMETRE) COMPANY, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
RETAINED
COMMON PAID IN EARNINGS TREASURY
STOCK CAPITAL (DEFICIT) STOCK TOTAL
BALANCE AT
DECEMBER 31, 1994 $16,653 $108,237 $ 269,562 $ (69,384) $325,068
NET LOSS FOR THE
YEAR ENDED
DECEMBER 31, 1995 - - (40,524) - (40,524)
TREASURY STOCK
PURCHASE - NOTE 6 - - - (41,629) (41,629)
BALANCE AT
DECEMBER 31, 1995 16,653 108,237 229,038 (111,013) 242,915
NET LOSS FOR THE
NINE MONTHS ENDED
SEPTEMBER 30, 1996 - - (372,546) - (372,546)
TREASURY STOCK
SOLD - (2,325) - 3,825 1,500
COMMON STOCK
ISSUANCE - NOTE 12 1,560 298,440 - - 300,000
BALANCE AT
SEPTEMBER 30, 1996 $18,213 $404,352 $(143,508) $(107,188) $171,869
The accompanying notes are an integral
part of these financial statements.
NATIONAL METAL REFINING (NAMETRE) COMPANY, INC.
STATEMENTS OF REVENUES AND EXPENSES
FOR THE NINE FOR THE
MONTHS ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
1996 1995
NET SALES $1,776,540 $2,671,019
COSTS OF GOODS SOLD 851,538 1,087,938
GROSS PROFIT 925,002 1,583,081
RESEARCH AND DEVELOPMENT COSTS 299,131 210,295
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 1,007,534 1,379,142
LOSS FROM OPERATIONS (381,663) (6,356)
OTHER INCOME AND (EXPENSES)
Interest on debentures (7,306) (36,950)
Other interest expense (26,839) (38,915)
Interest and dividend income 3,418 11,853
Royalty income 39,844 39,844
TOTAL OTHER INCOME (EXPENSES) 9,117 (24,168)
INCOME (LOSS) BEFORE PROVISION
FOR (BENEFIT FROM) INCOME TAXES (372,546) (30,524)
PROVISION FOR INCOME TAXES - Note 8 - (10,000)
NET INCOME (LOSS) $ (372,546) $ (40,524)
The accompanying notes are an integral
part of these financial statements.
NATIONAL METAL REFINING (NAMETRE) COMPANY, INC.
STATEMENTS OF CASH FLOWS
FOR THE NINE FOR THE
MONTHS ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
1996 1995
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(372,546) $(40,524)
Adjustments to reconcile loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 21,122 24,210
Allowance for doubtful accounts - 15,000
Provision for obsolete inventory 1,088 12,199
Increase in debt due to restructuring - 126,388
Accrued product claims and warranties 6,000 13,000
Change in assets and liabilities:
Decrease (increase) in accounts receivable 66,884 (113,796)
(Increase) in inventories (38,518) (85,677)
Decrease in prepaid expenses 2,177 5,580
Decrease (increase) in federal income
tax refund receivable (2,740) 30,719
Increase in accounts payable and
accrued expenses 317,392 121,614
TOTAL ADJUSTMENTS 373,405 149,237
NET CASH PROVIDED BY
OPERATING ACTIVITIES 859 108,713
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of fixed assets and
capitalized patent costs (7,931) (19,949)
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury stock (2,607) -
Sale of treasury stock 4,107 -
Payments on notes payable (447,135) -
Proceeds from notes receivable 225,000 -
NET CASH USED IN FINANCING ACTIVITIES (220,635) -
NET INCREASE (DECREASE) IN CASH (227,707) 88,764
CASH - BEGINNING OF PERIOD 236,217 147,453
CASH - END OF PERIOD $ 8,510 $236,217
Cash paid during the year for:
Interest $ 26,839 $ -
Income taxes $ - $ 11,775
See Note 6 for supplemental disclosure of non-cash transactions.
The accompanying notes are an integral
part of these financial statements.
NATIONAL METAL REFINING (NAMETRE) COMPANY, INC.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Nature of Business - The Company National Metal Refining
Company (Nametre) was incorporated in 1956 in New Jersey.
Since 1961 the Company has concentrated on the development
of instruments for the measurement of viscous properties of
materials. Nametre's customers are mostly Fortune 500
Companies in the polymer, petro-chemical and petroleum
industry. Nametre's products are widely used in laboratory
and industrial environments. Several of the products are
covered by U.S. patents.
Inventories - Inventories are valued at the lower of cost
(determined on a first-in, first-out basis) or market.
Property - Depreciation is computed on a straight-line and
an accelerated basis over the estimated useful lives of the
assets which range from 5 to 7 years. Leasehold
improvements are amortized over a period of 31.5 years.
Patents - Patents are being amortized over a period of 8
years.
Research and Development Costs - Research and development
costs are charged to operations as incurred.
Provision for Warranty Claims - Estimated warranty costs
are provided at the time of sale of the warranted products.
Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
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.
Fiscal Year Change - The Board of Directors approved a
change in the Company's fiscal year end from December 31 to
September 30, effective the calendar year beginning January
1, 1996. This change was the result of the sale of the
Company's stock to a publicly traded company (see Note 13)
whose fiscal year end is September 30.
NATIONAL METAL REFINING (NAMETRE) COMPANY, INC.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
NOTE 2 - INVENTORIES:
Inventories are comprised of the following:
SEPTEMBER 30, DECEMBER 31,
1996 1995
Raw materials $220,653 $173,161
Work in process 81,990 107,549
Finished goods 150,651 134,067
453,294 414,777
Less: Provision for
obsolete inventory (13,287) (12,199)
$440,007 $402,578
NOTE 3 - PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment consist of the following:
SEPTEMBER 30, DECEMBER 31,
1996 1995
Furniture and fixtures $ 29,803 $ 29,083
Equipment 151,980 153,010
Demo equipment 32,268 32,268
Leasehold improvements 10,342 10,342
224,393 224,703
Less: accumulated depreciation (172,630) (161,177)
$ 51,763 $ 63,526
NATIONAL METAL REFINING (NAMETRE) COMPANY, INC.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
NOTE 4 - NOTES PAYABLE:
Notes payable consist of the following:
SEPTEMBER 30, DECEMBER 31,
1996 1995
6% note payable to Mary Elizabeth
Fitzgerald due September 30, 1996.
Quarterly payments include principal
and interest. The note is collateralized
by a pledge and security agreement. $ - $225,000
10% note payable to the Estate of
J. Vincent Fitzgerald due March 31,
1998. Quarterly payments include
principal and interest. The note is
collateralized by a pledge and security
agreement. 155,000 377,135
TOTAL NOTES PAYABLE 155,000 602,135
Less: Current portion (100,000) (472,135)
Notes payable, net of current portion $ 55,000 $130,000
Principal repayments are as follows:
SEPTEMBER 30,
1997 $100,000
1998 55,000
$155,000
NOTE 5 - DEBENTURES:
The debentures bear interest at 25% per annum payable
semi-annually and mature in 1997. The Company has the
right to repay principal in whole or in part at any time
without premium or penalty.
NATIONAL METAL REFINING (NAMETRE) COMPANY, INC.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
NOTE 6 - SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS:
Treasury Stock Acquisition and Refinancing:
On January 29, 1996 the Company entered into a settlement
and redemption agreement with Mary Elizabeth Fitzgerald,
the deceased majority stockholder's spouse who has had a
guardian appointed by the court to control her financial
affairs. The agreement calls for a payment to Mrs.
Fitzgerald in the amount of $225,000 for the (i) purchase
of 385,333 shares of stock of the Company owned by Mrs.
Fitzgerald and (ii) for debentures, where the Company is
the obligor, having a face value of $106,218 plus accrued
interest to date.
On January 29, 1996 the Company entered into a settlement
and redemption agreement with the Estate of J. Vincent
Fitzgerald. The agreement calls for a payment to the
Estate in the amount of $377,135 for the (i) purchase of
7,822 shares of stock of the Company presently owned by the
Estate, (ii) for debentures, where the Company is the
obligor, having a face value of $3,613 plus accrued
interest to date, (iii) notes payable held by the decedent
in the amount of $324,288, plus accrued interest and (iv)
certain reimbursable expenses.
The above agreements are the result of the death of the
majority stockholder on September 27, 1994. Accordingly,
the terms of the agreement have been reflected in the
accompanying financial statements as of December 31, 1995.
The non-cash financing and investing activities are as
follows:
Refinanced debt as of December 31, 1995 as follows:
Note payable to Estate of J. Vincent Fitzgerald $ 377,135
Note payable to Mary E. Fitzgerald 225,000
Subtotal 602,135
Previous debt repaid:
Original loan payable due to Estate of J. Vincent
Fitzgerald (324,288)
Original debenture due to Estate of J. Vincent
Fitzgerald (3,613)
Original debenture due to Mary E. Fitzgerald (106,218)
(434,119)
Subtotal 168,016
Less: Acquisition of treasury stock (41,629)
INCREASE IN DEBT DUE TO RESTRUCTURING $126,387
NATIONAL METAL REFINING (NAMETRE) COMPANY, INC.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
NOTE 7 - INCOME TAXES:
The provision for income taxes consists of the following:
SEPTEMBER 30, DECEMBER 31,
1996 1995
Current provision $ - 9,850
Federal provision _ 150
State provision _ 10,000
The Company has research and development credits totalling
$57,183 which are available to offset future Federal
taxable income and tax liabilities. The credits are due to
expire as follows:
Credits
2005 $15,170
2006 13,526
2007 8,440
2008 13,603
2009 5,863
2010 581
TOTAL $57,183
Total income taxes for 1995 differs from the amount
computed by applying the U.S. federal income tax rate as a
result of the surtax exemption, research and development
tax credits and state taxes.
The State of New Jersey allows the carry forward (but not
carry back) of losses to future years which will offset
future New Jersey State taxable income. As of September
30, 1996 and December 31, 1995, the Company has a net
operating loss carry forwards of approximately $450,000 and
$98,000 respectively, available for New Jersey State tax
purposes.
NATIONAL METAL REFINING (NAMETRE) COMPANY, INC.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
NOTE 8 - COMMITMENTS:
EMPLOYMENT AGREEMENT:
During 1996, the Company entered into a one year employment
agreement with the President of the Company. The terms of
the agreement stipulate that, should the Company terminate
the agreement without cause or in case of death, the
severance benefit will be equivalent to the rate of pay in
effect on the date of termination for the period of six
months with one-half the rate of pay for the second six
months if new employment has not been found.
NOTE 9 - CONCENTRATIONS:
Certain components of inventory are supplied by two to
three vendors. Together, the above vendors represent
approximately 54% and 66%, respectively, of the total
purchases for the periods ended September 30, 1996 and
December 31, 1995.
The Company maintained its cash with a few high quality
financial institutions. At December 31, 1995 the Company
had included in one of its cash accounts amounts exceeding
federally insured limits by $132,838.
NOTE 10 - SARSEP PLAN PAYABLE:
The Company has a salary deferral simplified employee
pension plan. Employer contributions are discretionary and
can vary from year to year. For the periods ended
September 30, 1996 and December 31, 1995, the Company has
elected not to contribute to the plan.
NOTE 11 - OPERATING FACILITIES:
The Company leases manufacturing and office space on a
month by month basis under an operating lease. Rental
expenses under the operating lease for the periods ending
September 30, 1996 and December 31, 1995 were $23,808 and
$31,744, respectively.
NATIONAL METAL REFINING (NAMETRE) COMPANY, INC.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
NOTE 12 - OTHER MATTERS:
On September 30, 1996 the Company sold approximately 61.23%
of the issued and outstanding shares of common stock to
Holometrix, Inc., a publicly traded company, for a sales
price of $300,000. The terms of the agreement included
warrants to acquire 13,334 shares of common stock at an
exercise price of $3.00, as well as warrants to acquire
10,000 shares of common stock at an exercise price of
$6.00. Proceeds in the amount of $225,000 from the sale of
the stock were used to pay the amount due to Mrs.
Fitzgerald as a result of the settlement and redemption
agreement (see Note 6). The balance of $75,000 is
reflected as a note receivable. The terms of the note
includes interest at 2% above prime with principal due in
two installments as follows:
PAYMENT
DATE AMOUNT
February 28, 1997 $25,000
May 31, 1997 50,000
It is expected that Nametre's business of developing,
manufacturing, marketing and selling certain viscosity
measurement equipment will compliment the thermal property
measuring business activities conducted by Holometrix,
Inc.
(b) Pro Forma Financial Information.
CONDENSED AND PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The unaudited pro forma condensed consolidated balance sheet of
Holometrix, Inc. ("Holometrix") as of June 30, 1996 assumes that the acquisition
of 61.23% of National Metal Refining Company ("Nametre") had occurred on that
date.
The unaudited pro forma condensed consolidated statements of operations
for the year ended September 30, 1995 and the nine months ended June 30, 1996
present the results of Holometrix as if the Nametre acquisition had been
consummated as of the beginning of the periods indicated, except that the
operating results for Nametre's year ended December 31, 1995 were used to
prepare the unaudited pro forma condensed consolidated statement of operations
for Holometrix's fiscal year ended September 30, 1995. Accordingly, the
unaudited operating results for Nametre for the three months ending December 31,
1995, totaling revenue of $826,000 and net income of $141,000, have been
included in both periods presented.
The preliminary allocations of the purchase price, which may be subject
to certain adjustments as Holometrix finalizes the allocation of the purchase
price in accordance with generally accepted accounting principles, are included
in the unaudited pro forma condensed consolidated financial statements. The
purchase price has been allocated based upon the estimated fair value of the
assets and liabilities acquired. The excess of the purchase price over the fair
value of the net assets acquired has been recorded as goodwill, in accordance
with Accounting Principles Board Opinion No. 16.
The unaudited pro forma financial information does not purport to be
indicative of the results of operations or the financial position which would
have actually been obtained if the acquisition had been consummated on the dates
indicated. In addition, the unaudited pro forma financial information does not
purport to be indicative of results of operations or financial position which
may be achieved in the future.
The unaudited pro forma financial information should be read in
conjunction with Holometrix's historical financial statements and notes thereto
contained in the 1995 Annual Report on Form 10-KSB and the Quarterly Report on
Form 10-QSB for the quarters ended December 31, 1995, March 31, 1996 and June
30, 1996, and Nametre's historical financial statements for the year ended
December 31, 1995 and the nine months ended June 30, 1996, presented herein.
<TABLE>
HOLOMETRIX, INC. AND
SUBSIDIARY
PRO FORMA CONDENSED
CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1996
(UNAUDITED)
<CAPTION>
Historical Pro Forma Pro Forma
Holometrix Nametre Adjustments Combined
<S> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash $ 57,927 $ 9,386 $125,000 (1) $192,313
equivalents
Accounts receivable 437,364 466,912 904,276
Inventories 227,836 471,121 698,957
Other current assets 16,825 27,986 44,811
Notes receivable 50,000 0 (50,000) (2) 0
Total current 789,952 975,405 1,840,357
assets
Equipment and fixtures 296,546 57,900 354,446
Other assets 16,699 22,625 32,190 (3) 71,514
Total Assets $ 1,103,197 $ 1,055,930 $ 107,190 $ 2,266,317
LIABILITIES AND STOCKHOLDERS'
EQUITY
Current Liabilities:
Notes payable - $ 150,000 $ 50,000 $ (50,000) (2) $ 150,000
stockholders and other
Notes payable - line of 150,000 0 150,000
credit
Accounts payable 313,869 455,998 769,867
Accrued expenses 102,584 16,447 119,031
Due to stockholder 52,506 0 52,506
Current maturities of
long-term obligations 4,606 357,135 (175,000) (4) 186,741
Total current 773,565 879,580 (225,000) 1,428,145
liabilities
Notes payable stockholders,
less current maturities 55,000 0 55,000
Long-term obligations, less
current maturities 21,160 38,967 60,127
Total liabilities 849,725 918,547 - 1,543,272
Minority interest in 0 0 169,573 (5) 169,573
subsidiary
Total stockholders' equity 253,472 137,383 162,617 (6) 553,472
Total Liabilities
and Stockholders' $ 1,103,197 $ 1,055,930 $ 107,190 $ 2,266,317
Equity
See notes to unaudited proforma condensed consolidated financial statements.
HOLOMETRIX, INC. AND
SUBSIDIARY
PRO FORMA CONDENSED
CONSOLIDATED STATEMENT OF
OPERATIONS
NINE MONTHS ENDED JUNE 30,
1996
(UNAUDITED)
<CAPTION>
Historical Pro Forma Pro Forma
Holometrix Nametre Adjustments Combined
<S> <C> <C> <C> <C>
Net revenues $ 1,423,382 $ 2,015,420 $ $ 3,438,802
Operating costs and expenses:
Cost of sales 930,680 879,679 1,810,359
Research and development 113,051 238,385 351,436
Selling, general and 538,048 881,473 1,610 (7) 1,421,131
administrative
Total operating 1,581,779 1,999,537 1,610 3,582,926
costs and expenses
Operating (loss) (158,397) 15,883 (144,124)
Other expense, net 26,187 157 26,344
Income (loss) before (184,584) 15,726 (170,468)
minority interest
Minority interest in income 0 0 6,097 (8) 6,097
of subsidiary
Net income (loss) $ (184,584) $ 15,726 $ 7,707 $ (176,565)
Net loss per share of common $ (0.01) $ (0.01)
stock
Weighted average shares 16,296,878 6,000,000 (9) 22,296,878
outstanding
See notes to unaudited proforma condensed consolidated financial statements.
HOLOMETRIX, INC. AND
SUBSIDIARY
PRO FORMA CONDENSED
CONSOLIDATED STATEMENT OF
OPERATIONS
FISCAL YEAR ENDED SEPTEMBER
30, 1995
(UNAUDITED)
<CAPTION>
Historical
Holometrix Nametre
Year ended Year ended Pro Forma Pro Forma
9/30/95 12/31/95 Adjustments Combined
<S> <C> <C> <C> <C>
Net revenues $ 2,104,692 $ 2,671,019 $ $ 4,775,711
Operating costs and expenses:
Cost of sales 1,298,023 1,087,938 2,385,961
Research and development 206,629 210,295 416,924
Selling, general and 553,432 1,379,142 2,146 (7) 1,934,720
administrative
Total operating 2,058,084 2,677,375 2,146 4,737,605
costs and expenses
Operating income (loss) 46,608 (6,356) (2,146) 38,106
Other expenses, net 34,413 24,168 - 58,581
Net income (loss) before 12,195 (30,524) (2,146) (20,475)
taxes and minority interest
Income taxes (credit) 0 10,000 - 10,000
Income (loss) before 12,195 (40,524) (2,146) (30,475)
minority interest
Minority interest in loss of 0 0 (15,711) (8) (15,711)
subsidiary
Net income (loss) $ 12,195 $ (40,524) $ 13,565 $ (14,764)
Net income (loss) per share $ 0.00 $ 0.00
of common stock
Weighted average shares 15,846,006 6,000,000 (9) 21,846,006
outstanding
See notes to unaudited proforma condensed consolidated financial statements.
</TABLE>
HOLOMETRIX, INC. AND SUBSIDIARY
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
STATEMENTS
1. Cash and Cash Equivalents
Reflects the receipt of $300,000 from Tytronics from the
sale of 6,000,000 shares of common stock by Holometrix used to
finance the purchase of Nametre, less the payment of certain
liabilities of Nametre by Holometrix at closing totalling $175,000.
2. Notes Receivable and Notes Payable
Reflects the application of a previous $50,000 loan in the
form of a note from Holometrix to Nametre as a portion of the
purchase price and the recording of a note payable as $75,000 to
Nametre from Holometrix at closing, representing a portion of the
purchase price. The remaining $75,000 notes are eliminated in
consolidation.
3. Other Assets
Reflects $32,190 of goodwill recorded from purchase
accounting adjustments.
4. Current Maturities of Long-Term Obligations
Reflects payment of certain liabilities of Nametre by
Holometrix at closing totalling $175,000.
5. Minority Interest in Subsidiary
Reflects the recording of the minority interest in
Nametres net assets.
6. Stockholders' Equity
Reflects the issuance of 6,000,000 shares of common
stock of Holometrix to Tytronics at $.05 per share ($300,000) and
elimination of Nametre's stockholders' equity ($137,383).
7. Selling, General and Administrative
Represents amortization of goodwill from the acquisition
on a straight-line basis over 15 years.
8. Minority Interest in Income (Loss) of Subsidiary
Represents the recording of the minority interest in the
net income (loss) of Nametre.
9. Weighted Average Shares Outstanding
The weighted average number of common shares has been
adjusted to reflect the 6,000,000 shares of common stock
deemed to be issued as a result of the acquisition as
outstanding for the entire period.
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.
HOLOMETRIX, INC.
Date: December 16, 1996 By: /s/ John E. Wolfe
John E. Wolfe, President
