Page 16
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 1998
Transition Report under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
Commission file number 0-16152
Metrisa, Inc.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 04-2891557
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification
Number)
25 Wiggins Avenue, Bedford, Massachusetts 01730-2323
(Address of Principal Executive Offices)
(781) 275-3300
(Issuers Telephone Number, Including Area Code)
Holometrix, Inc.
(Former name of Small Business Issuer)
_____________________
Check whether the issuer: (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
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 No
As of June 30, 1998, 1,022,882 shares of Common Stock were
outstanding.
Transitional Small Business Disclosure Format:
Yes No
FORM 10-QSB
QUARTERLY REPORT
TABLE OF CONTENTS
Facing Page . . . . . . . . . . . . . . . . . . . . . . .. . . 1
Table of Contents . . . . . . . . . . . . . . . . . . . . . . 2
PART I. FINANCIAL INFORMATION (*)
Item 1. Condensed Consolidated Financial Statements
Balance Sheets . . . . . . . . . . . . . . . . . . ........... 3
Statements of Operations. . . . . . . . . . . . . ............. 5
Statements of Cash Flows. . . . . . . . . . . . . ............. 7
Notes to Condensed Consolidated Financial Statements........... 8
Item 2. Management's Discussion and Analysis or Plan ofOperations . 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings . . . .......... . . . . . . . . . . . 14
Item 2. Changes in Securities . . . . . . . . . . . . . . . 14
Item 3. Defaults upon Senior Securities . . . . . . . .. . . 14
Item 4. Submission of Matters to a Vote of SecurityHolders . 14
Item 5. Other Information . . . . . . . . . . . . . . . . . . 15
Item 6. Exhibits and Reports on Form 8-K . . . . . . .. . .. 15
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
(*) The financial information at September 30, 1997 has been
taken from the audited financial statements at that date. All
other financial statements are unaudited.
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
METRISA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
(Unaudited)
June 30, September 30,
1998 1997
(*)
CURRENT ASSETS:
Cash and cash equivalents $443,817 $ 935,717
Accounts receivable,
less allowance for doubtful accounts
of $84,000 in 1,597,834 1,689,613
June 1998 and $65,000 in September 1997
Inventories 1,359,989 1,259,805
Other current assets 106,295 240,365
TOTAL CURRENT ASSETS 3,507,935 4,125,500
EQUIPMENT AND FIXTURES - net 370,822 448,122
OTHER ASSETS - net 1,562,544 473,073
TOTAL ASSETS $5,441,301 $5,046,695
See notes to condensed consolidated financial statements.
(*)Balance sheet at September 30, 1997 has been taken from the
audited financial statements at that date. All other financial
statements are unaudited.
METRISA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS - Continued
LIABILITIES AND STOCKHOLDERS' EQUITY
(Unaudited)
June 30, September 30,
1998 1997
(*)
CURRENT LIABILITIES:
Notes payable Bank $ 338,059 $ 238,059
Accounts payable 1,090,646 1,718,396
Accrued expenses 377,744 534,669
Current maturities of
long-term obligations 533,678 174,335
TOTAL CURRENT LIABILITIES 2,340,127 2,665,459
LONG-TERM DEBT:
Long term obligations,
less current maturities 893,905 937,249
TOTAL LIABILITIES 3,234,032 3,602,708
MINORITY INTEREST IN CONSOLIDATED
SUBSIDIARY 0 232,206
STOCKHOLDERS' EQUITY:
Preferred stock, $.20 par value,
149,276 issued & outstanding
at September 30, 1997 0 29,855
Common stock, $.50 par value,
2,000,000 shares authorized;
1,022,822 issued & outstanding
at June 30, 1998;862,070
issued and outstanding
as of September 30, 1997 511,441 431,035
Additional paid-in capital 2,215,084 1,085,199
Retained earnings
(Accumulated deficit) (121,128) 21,692
2,605,397 1,567,781
Less: Treasury stock (at cost) (398,128) (356,000)
TOTAL STOCKHOLDERS'
EQUITY 2,207,269 1,211,781
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $5,441,301 $5,046,695
See notes to condensed consolidated financial statements.
(*)Balance sheet at September 30, 1997 has been taken from the
audited financial statements at that date. All other financial
statements are unaudited.
METRISA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three-Month Period Ended June 30,
1998 1997
NET REVENUES $2,141,178 $1,860,772
COST OF SALES 962,114 890,336
GROSS PROFIT 1,179,064 970,436
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 896,464 799,420
RESEARCH AND DEVELOPMENT 168,577 182,172
TOTAL OPERATING EXPENSE 1,065,041 981,592
INCOME (LOSS) FROM OPERATIONS 114,023 (11,156)
INTEREST EXPENSE - net 15,781 17,155
INCOME (LOSS) BEFORE
MINORITY INTEREST 98,242 (28,311)
MINORITY INTEREST IN NET INCOME OF
CONSOLIDATED SUBSIDIARY (0) (2,685)
NET INCOME (LOSS) $98,242 ( $25,626)
INCOME (LOSS) PER COMMON SHARE:
BASIC $.10 ($.03)
ASSUMING DILUTION $.10 ($.03)
See notes to condensed consolidated financial statements.
METRISA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Nine-Month Period Ended June 30,
1998 1997
NET REVENUES $5,679,760 $5,826,544
COST OF SALES 2,478,526 2,808,076
GROSS PROFIT 3,201,234 3,018,468
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 2,744,681 2,601,425
RESEARCH AND DEVELOPMENT 506,740 480,310
TOTAL OPERATING EXPENSE 3,251,421 3,081,735
`
INCOME (LOSS) FROM OPERATIONS (50,187) (63,267)
INTEREST EXPENSE - net 75,288 47,810
LOSS BEFORE MINORITY INTEREST (125,475) (111,077)
MINORITY INTEREST IN NET INCOME OF
CONSOLIDATED SUBSIDIARY 17,345 (14,135)
NET INCOME (LOSS) ( $142,820) ( $96,942)
INCOME (LOSS) PER COMMON SHARE:
BASIC ($.14) ($.11)
ASSUMING DILUTION ($.14) ($.11)
See notes to condensed consolidated financial statements.
METRISA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine-Month Period Ended June 30,
1998 1997
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($142,820) ($96,942)
Adjustments to reconcile net loss to net
cash provided by (used for) operating activities:
Depreciation and amortization 209,966 203,589
Minority interest 0 (18,000)
Changes in operating assets and liabilities
excluding acquisition of Micromet:
Accounts receivable 91,779 (160,230)
Inventories 257,816 (38,841)
Other current assets (38,622) (100,702)
Accounts payable and
accrued expenses (784,675) 221,367
Net cash
provided by (used for)
operating activities (406,556) 10,241
CASH FLOWS FROM INVESTING ACTIVITIES:
Equipment and fixtures additions (67,158) (157,592)
Increase in other assets (49,842) 15,910
Cash Paid for Micromet Acquisition(150,000) 0
Net cash used for
investing activities (267,000) (141,682)
CASH FLOWS FROM FINANCING ACTIVITIES:
Exercise of Stock Options 15,785 0
Increase in bank line of credit 100,000 325,000
Purchase of Treasury Stock (42,128) -
Increase in long-term debt 107,999 (36,121)
Net cash provided
by financing activities 181,656 288,879
Net increase (decrease)
in cash and cash equivalents (491,900) 157,438
Cash and cash equivalents,
beginning of period 935,717 123,562
Cash and cash equivalents,
end of period $443,817 $281,000
See notes to condensed consolidated financial statements.
METRISA, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
On May 1, 1998, the Company (formerly Holometrix, Inc.)
completed the reorganization ("Reorganization") pursuant to which
Tytronics, Incorporated ("Tytronics"), the majority owner of the
Company, and National Metal Refining Company ("Nametre"), the
majority owned subsidiary of the Company, were merged into the
wholly-owned subsidiary of the Company, Holometrix Acquisition
Corp., followed by the merger of Holometrix Acquisition Corp.
into the Company. As part of the Reorganization, Holometrix
changed its name to Metrisa, Inc., and effected a 50:1 reverse
stock split of its issued and outstanding capital stock.
Although Metrisa is the surviving corporation, because the
shareholders of Tytronics obtained a majority of voting rights in
Metrisa, Tytronics is deemed to be the acquiring entity for
accounting purposes. Accordingly, the Reorganization has been
accounted for as a re-capitalization of Tytronics and the
acquisition by Tytronics of the minority interests of Metrisa and
Nametre under the purchase method of accounting in accordance
with Accounting Principles Board Opinion No. 16, Business
Combinations. The accompanying financial statements reflect at
the closing date, the acquisition by Tytronics of the minority
interest of Metrisa and Nametre through the issuance of
approximately 268,320 common shares (after the stock split) based
on an independent valuation of Tytronics, Nametre and Metrisa by
Fechtor Detwiler, investment bankers.
The accompanying unaudited consolidated financial statements
have been prepared in accordance with generally accepted
accounting principles for interim financial information and with
the instructions to Form 10-QSB. Accordingly, they do not
include all information and footnotes required by generally
accepted accounting principles for complete financial statement
presentation. For further information refer to the financial
statements and notes thereto included in the Company's Proxy
Statement as filed with the Securities and Exchange Commission on
March 24, 1998.
The accompanying consolidated financial statements include the
accounts of Tytronics, and subsidiaries for the periods ended
June 30, 1997 and September 30, 1997 and the accounts of
Tytronics, and subsidiaries, including the effects of the
Reorganization from the closing date for the periods ended June
30, 1998.
The results of operations for the interim period reported are
not necessarily indicative of those that may be expected for the
full year. The accompanying financial information is unaudited;
however, in the opinion of management, all adjustments
(consisting solely of normal recurring adjustments) necessary to
a fair presentation of the operating results of the period have
been included.
Note B - Stock Split
A 50 to 1 reverse stock split was effected in May 1998 in
connection with the Company's Reorganization and resulting
recapitalization (see Note A). In addition, the Company's
Certificate of Incorporation was amended to change its authorized
common stock and par value to 2,000,000 shares with a $.50 par
value. All net income (loss) per share information and common
stock information presented in the accompanying consolidated
financial statements and notes to the financial statements have
been retroactively restated to reflect the stock split and
recapitalization.
Note C - Net Income/Loss Per Share
In the first quarter of fiscal 1998, the Company adopted
Statement of Financial Accounting Standards No. 128 ("SFAS 128"),
"Earnings Per Share". SFAS 128 requires the presentation of both
basic and diluted earnings per share and replaces the previously
required standards for computing and presenting earnings per
share. Outstanding options and warrants are included in the
computation of diluted earnings per share using the treasury
stock method when their effect is dilutive. For the period
presented, the excercise price of the options and warrants was
greater than the average market price of the Company's common
stock. Net Income (loss) per share amounts for all periods have
been presented and where appropriate restated to conform to the
requirements of SFAS 128. The following is a reconciliation of
the denominator (number of shares) used in the computation of
income (loss) per share. The numerator (net income or loss) is
the same for the basic and diluted computations.
Three Month Period and Nine Month Period Ended June 30,
1998 1997
Basic shares 1,022,822 862,070
Effect of dilutive -- --
securities
Dilutive shares 1,022,822 862,070
The following table summarizes securities that were outstanding
as of June 30, 1998 and 1997, but not included in the calculation
of diluted income (loss) per share because such shares are anti-
dilutive:
Three Month Period and Nine Month Period Ended June 30,
1998 1997
Options 121,384 99,504
Warrants 377,447 171,756
Preferred Stock - 149,276
Note D - Supplemental Disclosure of Cash Flow Information
In connection with the Reorganization (see Note A), Tytronics
is deemed to be the acquiring entity and as a result it is deemed
to have acquired the minority interests of Metrisa and Nametre in
exchange for the issuance of common stock valued at $1,165,000.
Goodwill represents the excess purchase price over the fair
values of net assets acquired calculated as follows based on the
Company's preliminary estimates regarding the transaction:
Total value of 13,416,000 shares issued
(268,320 shares after the 50 for 1 reverse
stock split) in exchange for minority $1,345,000
shareholders interest including
transaction costs of $180,000
Minority Interest - Historical Value
reflected by Tytronics Incorporated 232,555
Excess of purchase price over fair value $ 1,112,445
In February 1998, Tytronics acquired substantially all of the
assets of Micromet Instruments, Inc., with a payment of cash of
$150,000 and a note payable of $208,000. Information related to
this transaction is as follows:
Net Assets Acquired $358,000
Less Note Payable $208,000
Cash Paid for Acquisition $150,000
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
On May 1, 1998, the Company completed the reorganization
("Reorganization") pursuant to which Tytronics Incorporated
("Tytronics"), the majority owner of the Company, and National
Metal Refining Company ("Nametre"), the majority owned subsidiary
of the Company, were merged into the wholly-owned subsidiary of
the Company, Holometrix Acquisition Corp., followed by the merger
of Holometrix Acquisition Corp. into the Company. As part of the
Reorganization, Holometrix changed its name to Metrisa, Inc., and
effected a 50:1 reverse stock split of its issued and outstanding
capital stock.
Although Metrisa is the surviving corporation, because the
shareholders of Tytronics obtained a majority of voting rights in
Metrisa, Tytronics is deemed to be the acquiring entity for
accounting purposes. Accordingly, the Reorganization has been
accounted for as a re-capitalization of Tytronics and the
acquisition by Tytronics of the minority interests of Metrisa and
Nametre under the purchase method of accounting in accordance
with Accounting Principles Board Opinion No. 16, Business
Combinations. The accompanying financial statements reflect at
the closing date, the acquisition by Tytronics of the minority
interest of Metrisa and Nametre through the issuance of
approximately 268,320 common shares after the stock split based
on an independent valuation of Tytronics, Nametre and Metrisa by
Fechtor Detwiler, investment bankers.
The accompanying consolidated financial statements include the
accounts of Tytronics, and subsidiaries for the periods ended
June 30, 1997 and September 30,1997 and the accounts of
Tytronics, and subsidiaries, including the effects of the
Reorganization from the closing date for the periods ended June
30, 1998.
RESULTS OF OPERATIONS
Three-Month Period Ended June 30,1998 as Compared with the Three-
Month Period Ended June 30,1997.
Revenues in the third quarter of fiscal 1998 totaled
$2,141,000 as compared to $1,861,000 in the comparable quarter of
1997, an increase of $280,000. This 15% increase is primarily
due to the inclusion of the sales of Micromet Instruments, Inc.
("Micromet") substantially all of whose assets were acquired by
Tytronics in the second quarter.
Costs of Sales totaled $962,000, or 45% of sales, in the
third quarter of fiscal 1998, as compared to $890,000, or 48% of
sales, in the comparable period of fiscal 1997. This percentage
decrease of 3% was a result of the change in mix of product sales
plus the inclusion of Micromet.
Selling, general and administrative expenses increased to
$896,000, or 42% of sales, in the third quarter of fiscal 1998 as
compared to $799,000, or 43% of sales, in the third quarter of
fiscal 1997. This increase of $97,000, or 12%, is primarily due
to the inclusion of Micromet.
Research and development decreased $13,000 (7%), from
$182,000 (10% of sales) to $169,000 (8% of sales). This decrease
was a result of decreased expenditures throughout the Company.
Income from operations was $114,000 in the third quarter of
fiscal 1998, as compared with a loss of $11,000 in the comparable
period of fiscal 1997. Consolidated Net Income was $98,000 in
the third quarter of fiscal 1998. This income is primarily due
to increased sales accompanied by improved cost of goods sold.
Nine-Month Period Ended June 30, 1998 as Compared with the Nine -
Month Period Ended June 30, 1997.
Revenues in the first nine-months of 1998 totaled $5,680,000
as compared to $5,827,000 in the comparable period of 1997, a
decrease of $147,000. This 3% decrease is primarily due to a
decrease in sales in the Far East, offset by sales of Micromet
substantially all of whose assets were acquired by Tytronics in
the second quarter.
Cost of Sales decreased by $330,000, or 12%, from $2,808,000
(48% of sales) in the first nine months of fiscal 1997 to
$2,479,000 (44% of sales) in the same period of fiscal 1998. The
primary reason for this decrease is a decrease in sales. The
percentage decrease in cost of sales was a result of changes in
mix of product sales plus the inclusion of Micromet.
Selling, general and administrative expenses in the first
nine months of fiscal 1998 were $2,745,000 (48% of sales) as
compared to $2,601,000 (45% of sales) in the comparable period of
fiscal 1997. This $144,000 (6%) increase is primarily due to the
inclusion of Micromet.
Research and development expenses increased $27,000 from
$480,000 (8% of sales) to $507,000 (9% of sales). This increase
of 6% was primarily due to the inclusion of Micromet.
Loss from operations was $50,000 in the first three quarters
of fiscal 1998, compared to a loss of $63,000 in the same period
of 1997. Consolidated net loss was $143,000 for the first nine
months of fiscal 1998 compared to a loss of $97,000 for the same
period in fiscal 1997. These increased losses were a result of
decreased sales plus increased operating expenses resulting from
the acquisition of Micromet.
LIQUIDITY AND CAPITAL RESOURCES
Total Assets increased by $394,000 (8%) in the first three
quarters of fiscal 1998, from $5,047,000 to $5,441,000. Cash
decreased by $492,000, primarily due to the acquisition of
Micromet, and to increased expenses resulting from the
Reorganization. Due to increased collections activity and
decreased sales, accounts receivable decreased by $92,000 in the
first nine months. Inventories increased by $100,000, resulting
from the acquisition of Micromet. Other current assets decreased
by $134,000, and equipment and fixtures decreased by $77,000.
Other assets increased by $1,089,000, resulting from the goodwill
associated with the exchange of shares in the Reorganization and
elimination of the minority interest.
Total Liabilities decreased by $369,000, primarily due to a
decrease of $628,000 in accounts payable, a decrease of $157,000
in accrued expenses, offset by an increase of $360,000 in current
maturities of long-term obligations. Accounts Payable decreased
by $628,000, from $1,718,000 at September 30,1997, to $1,091,000
at June 30,1998 due to a combination of payments of extended
payables present at September 30,1997 to conserve cash, as well
as a reclassification of some accounts payable to current
maturities of long-term obligations. Accrued expenses decreased
by $157,000, from $535,000 at September 30,1997 to $378,000 at
June 30,1998, primarily because of payment of commissions due to
manufacturer's representatives and internal employees. Current
maturities of long-term obligations increased by $360,000 from
$174,000 on September 30, 1997 to $534,000 at June 30,1998 due to
the acquisition of Micromet and the reclassification of some
accounts payable. Long-term debt decreased by $43,000 from
$937,000 at September 30,1997, to $894,000 at June 30,1998, due
to payment of debt obligations.
Operating cash flows were negative in the first nine months
of fiscal 1998, amounting to $407,000, as compared to a positive
$10,000 in the comparable period of fiscal 1997. Operating cash
flows approximated the sum of net loss plus depreciation and
amortization($210,000), with decreases in accounts receivable of
$92,000, and inventories of $258,000 offset by increases in other
current assets of $39,000 and a decrease in accounts payable and
accrued expenses of $784,000.
The Company funded increases in equipment and fixtures of
$67,000 along with an increase in Other Assets of $50,000.
Increase in long-term debt of $108,000 resulted from the
reclassification of some accounts payable to long-term debt.
The net affect of these transactions was a decrease in cash
of $491,000, providing cash at the end of the third quarter of
fiscal 1998 of $444,000.
As of June 30, 1998, the Company had an outstanding order
backlog for product and services of approximately $692,000, as
compared to a backlog of $800,000 as of June 30, 1997. The
Company believes the majority of the $692,000 backlog will be
realized in fiscal 1998.
Notes payable line of Credit
As of June 30, 1998, the Company was party to a Silicon
Valley Bank combined line of credit and term loan of $1,500,000,
secured by substantially all assets of the Company. This new
line was in effect on July 24, 1997. Advances under this line
cannot exceed the lesser of 70% of the Company's eligible
accounts receivable, as defined, or 110% of the consolidated
Tangible Net Worth, as defined. These outstanding amounts are
payable on demand and advances are contingent upon maintaining
certain covenants relative to profitability, liquidity and
tangible net worth. As of June 30, 1998, the Company was in
compliance with all covenants and ratios of this line of credit,
and expects to either renew or extend the line of credit.
Effect of Reorganization and Other Company Initiatives
The Company will continue to invest in enhanced sales and
marketing efforts, new product development, and the development
of strategic relationships, including licensing, acquisition, or
mergers. Management believes that operating capital and the line
of credit from Silicon Valley Bank will provide sufficient
capital to maintain stable Company operations throughout fiscal
1998. As of May 1, 1998, the Company completed the
Reorganization ("Reorganization") previously discussed, pursuant
to which Tytronics and Nametre were merged into the wholly-owned
subsidiary of the Company, Holometrix Acquisition Corp., followed
by the merger of Holometrix Acquisition Corp. into the Company.
As part of the Reorganization, Holometrix changed its name to
Metrisa, Inc., and effected a 50:1 reverse stock split of its
issued and outstanding capital stock. Management believes that
the Reorganization will result in increased efficiencies for the
Company and more stable Company operations. However, there can
be no guarantees that adequate operating funds will be generated
as a result of the Reorganization or through revenue increases,
or that strategic relationships will materialize, or that
additional funding can be obtained on acceptable terms.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company was not involved in any material legal
proceedings as of the date of this report.
Item 2. Changes in Securities
Not applicable.
Item 3.Defaults Upon Senior Securities
Not applicable.
Item 4.Submission of Matters to a Vote of Security Holders
(a) The Company's annual meeting of stockholders was held
on March 25, 1998. Two issues were submitted for vote:
(i) to fix the number of directors at six and to elect six
directors to hold office for the ensuing year; and (ii) to
approve the selection of the Board of Directors of BDO
Seidman as the Company's independent auditors for the
fiscal year ending September 30, 1998. Fixing the number
of directors at six received 19,032,467 votes for, no
votes against and 500 abstained. BDO Seidman received
19,030,967 votes for, no votes against and 2,000 votes
abstained. The stockholders elected six directors as
proposed and approved the selection of the Company's
independent auditors as proposed.
(B) The Company held a special meeting of stockholders
on April 28, 1998. Three issues were submitted for vote:
(i) to approve and adopt an amendment of the Company's
certificate of incorporation to increase the number of
authorized shares of Common Stock, $.01 par value, from
30,000,000 to 100,000,000 shares, (ii) to approve and
adopt an amendment of the Company's certificate of
incorporation following the reorganization of the Company,
Tytronics Incorporated and National Metal Refining Company
providing (x) for a reduction in the number of authorized
shares of Common Stock of the Company from 100,000,000
shares to 2,000,000 shares with a $.50 par value and (y)
for a 50-to-1 reverse stock split of the Company's Common
Stock (rounded up to the nearest whole share) and (iii) to
approve and adopt an amendment of the Company's
certificate of incorporation to change the name of the
Company from Holometrix, Inc. to Metrisa, Inc. The
increase in the number of authorized shares of Common
Stock, $.01 par value, from 30,000,000 to 100,000,000
shares received 21,064,149 votes for, 34,6000 votes
against and 3,500 votes abstained. The proposal to reduce
the number of authorized shares of Common Stock to
2,000,000 shares and effect a 50-for-1 reverse stock split
of the Company's Common Stock received 21,051,749 votes
for, 50,500 votes against and no votes abstained. The
proposal to change the Company's name to Metrisa, Inc.
received 21,066,749 votes for, 25,000 votes against and
10,500 votes abstained. The stockholders voted to approve
the increase in the number of authoized shares of Common
Stock, the subsequent reduction in the authorized number
of shares of the Company's Common Stock and the 50-for-1
reverse stock split, as well as the change of the
Company's name to Metrisa Inc., all as proposed.
Item 5. Other Information
Not applicable.
Item 6.Exhibits and Reports on Form 8-K
(a) Exhibits
Financial Data Schedule.
(b) Reports on Form 8-K
Not applicable.
SIGNATURE
Pursuant to the requirements of the Exchange Act, the
Registrant has caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Metrisa, Inc.
By: \s\ John E. Wolfe
John E. Wolfe
President
Date: August 13, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 10-QSB
JUNE 30, 1998, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-END> SEP-30-1998
<CASH> 443,817
<SECURITIES> 0
<RECEIVABLES> 1,717,554
<ALLOWANCES> (119,720)
<INVENTORY> 1,359,989
<CURRENT-ASSETS> 3,507,935
<PP&E> 1,196,567
<DEPRECIATION> (825,745)
<TOTAL-ASSETS> 5,441,301
<CURRENT-LIABILITIES> 2,340,127
<BONDS> 893,905
0
0
<COMMON> 511,441
<OTHER-SE> 1,695,828
<TOTAL-LIABILITY-AND-EQUITY> 5,441,301
<SALES> 5,679,760
<TOTAL-REVENUES> 5,679,760
<CGS> 2,478,526
<TOTAL-COSTS> 2,478,526
<OTHER-EXPENSES> 3,251,421
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 75,288
<INCOME-PRETAX> (125,475)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 17,345
<CHANGES> 0
<NET-INCOME> (142,820)
<EPS-PRIMARY> (0.14)
<EPS-DILUTED> (0.14)
</TABLE>
