Page 4
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 March 31, 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 March 31, 1998, 23,861,878 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 of
Operations . . . . . 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . 13
Item 2. Changes in Securities . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . 13
Item 3. Defaults upon Senior Securities . . . . . . . .
. . . . . . . . . . . . . . . . . . . 13
Item 4. Submission of Matters to a Vote of Security
Holders . . . . . . . . . . . 13
Item 5. Other Information . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . 13
Item 6. Exhibits and Reports on Form 8-K . . . . . . . .
. . . . . . . . . . . . . . . . 13
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . 14
(*) 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
HOLOMETRIX, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
(Unaudited)
March 31, September 30,
1998 1997
(*)
CURRENT ASSETS:
Cash and cash equivalents $116,118 $ 184,423
Accounts receivable, less allowance
for doubtful accounts of $35,000 848,701 929,480
Inventories 809,458 845,256
Other current assets 38,083 50,958
TOTAL CURRENT ASSETS 1,812,360 2,010,117
EQUIPMENT AND FIXTURES - net 368,094 394,993
OTHER ASSETS - net 292,411 305,395
TOTAL ASSETS $2,472,865 $2,710,505
See notes to condensed consolidated financial statements.
(*)Balance sheet at September 30, 1997 has been taken from the
audited financial statements at that date. All other financial
statements are unaudited.
HOLOMETRIX, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS - Continued
LIABILITIES AND STOCKHOLDERS' EQUITY
(Unaudited)
March 31, September 30,
1998 1997
(*)
CURRENT LIABILITIES:
Notes payable - stockholders$ 72,015 $ 72,015
Accounts payable 1,053,855 1,266,795
Accrued payroll and related expenses45,028 107,850
Accrued other expenses 70,483 158,716
Due to stockholder 289,477 51,576
Current maturities of
long-term obligations 43,554 93,967
TOTAL CURRENT LIABILITIES 1,574,412 1,750,919
LONG-TERM DEBT:
Notes payable-stockholders,
less current maturities 174,035 210,043
Long term obligations, less current maturities 12,451
14,631
TOTAL LIABILITIES 1,760,898 1,975,593
MINORITY INTEREST IN CONSOLIDATED
SUBSIDIARY 113,365 103,536
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value,
30,000,000 shares authorized; issued
28,098,157 280,982 280,982
outstanding 23,861,878
Additional paid-in capital 2,544,409 2,544,409
Accumulated deficit (2,122,789) (2,090,015)
702,602 735,376
Less: Treasury stock (at cost) (104,000) (104,000)
TOTAL STOCKHOLDERS'
EQUITY 598,602 631,376
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $2,472,865 $2,710,505
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.
HOLOMETRIX, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three-Month Period Ended March 31,
1998 1997
NET REVENUES $1,027,423 $1,232,418
COST OF SALES 467,830 658,074
GROSS PROFIT 559,593 574,344
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 463,595 561,614
RESEARCH AND DEVELOPMENT 69,222 89,679
TOTAL OPERATING EXPENSE 532,817 651,293
`
INCOME (LOSS) FROM OPERATIONS 26,776 (76,949)
INTEREST EXPENSE - net (1,095) (18,635)
INCOME (LOSS) BEFORE
MINORITY INTEREST 25,681 (95,584)
MINORITY INTEREST IN NET INCOME OF
CONSOLIDATED SUBSIDIARY (9,401) (36,192)
NET INCOME (LOSS) $16,280 ( $131,776)
INCOME PER COMMON SHARE:
BASIC $0.00 ($0.01)
ASSUMING DILUTION $0.00 ($0.01)
See notes to condensed consolidated financial statements.
HOLOMETRIX, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Six-Month Period Ended March 31,
1998 1997
NET REVENUES $2,146,306 $2,315,040
COST OF SALES 1,028,086 1,226,613
GROSS PROFIT 1,118,220 1,088,427
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 963,943 1,024,886
RESEARCH AND DEVELOPMENT 148,325 164,644
TOTAL OPERATING EXPENSE 1,112,268 1,189,530
`
INCOME (LOSS) FROM OPERATIONS 5,952 (101,103)
INTEREST EXPENSE - net (11,899) (24,872)
LOSS BEFORE MINORITY INTEREST (5947) (125,975)
MINORITY INTEREST IN NET INCOME OF
CONSOLIDATED SUBSIDIARY (26,827) (39,802)
NET INCOME (LOSS) ( $32,774) ( $165,777)
INCOME (LOSS) PER COMMON SHARE:
BASIC ($0.00) ($0.01)
ASSUMING DILUTION ($0.00) ($0.01)
See notes to condensed consolidated financial statements.
HOLOMETRIX, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six-Month Period Ended March 31,
1998 1997
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($32,774) ($165,777)
Adjustments to reconcile net loss to net
cash provided by (used for)
operating activities:
Depreciation and amortization 77,135 71,963
Minority interest 26,827 39,802
Changes in operating assets and liabilities:
Accounts receivable 80,779 34,728
Inventories 35,798 (83,138)
Other current assets 10,471 9,223
Accounts payable
and accrued expenses (363,995) 202,029
Net cash provided by (used for)
operating activities (165,759) 108,830
CASH FLOWS FROM INVESTING ACTIVITIES:
Equipment and fixtures additions (34,848) (24,572)
Net cash used for
investing activities (34,848) (24,572)
CASH FLOWS FROM FINANCING ACTIVITIES:
Due to stockholders, net 237,901 (89,583)
Increase in bank line of credit - 200,000
Subscription receivable payments - 40,000
Purchase of Treasury Stock (16,998) -
Decrease in long-term debt (88,601) (72,434)
Net cash provided by (used for)
financing activities 132,302 77,983
Net increase (decrease)
in cash and cash equivalents (68,305) 162,241
Cash and cash equivalents,
beginning of period 184,423 27,495
Cash and cash equivalents,
end of period $ 116,118 $ 189,736
See notes to condensed consolidated financial statements.
HOLOMETRIX, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
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 Annual
Report on Form 10-KSB for the year ended September 30, 1997.
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 - 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. Net 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 Six Month Period Ended March 31,
1998 1997
Basic shares 23,861,878 23,861,878
Effect of dilutive -- --
securities
Dilutive shares 23,861,878 23,861,878
The following table summarizes securities that were outstanding
as of March 31, 1998 and 1997, but not included in the
calculation of diluted income (loss) per share because such
shares are antidilutive:
Three Month Period and Six Month Period Ended March 31,
1998 1997
Options 1,094,000 1,094,000
Warrants 550,000 550,000
Note C - Reorganization
As of May 1, 1998, the Company completed the reorganization
("Reorganization") previously announced, pursuant to which
Tytronics, Inc. and National Metal Refining Company were merged
into the wholly-owned subsidiary of the Company, Holometrix
Acquisition Corporation, followed by the merger of Holometrix
Acquisition Corporation 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.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Three-Month Period Ended March 31,1998 as Compared With the Three-
Month Period Ended March 31,1997
Revenues in the second quarter of fiscal 1998 totaled
$1,027,000 as compared to $1,232,000 in the comparable quarter of
1997, a decrease of $205,000. This 17% decrease is primarily due
to a decrease in National Metal Refining Company ("Nametre")
sales in the Far East. The revenues for Nametre alone totaled
$573,000 , a 26% decrease over the comparable quarter of fiscal
1997, and revenues for Holometrix alone totaled $454,000,
approximately equal to revenues for the comparable quarter of
fiscal 1997.
Cost of sales decreased by $190,000, or 29%, from $658,000
(53% of sales) in the second quarter of fiscal 1997 to $468,000
(46% of sales) in the same period of fiscal 1998. This 29%
decrease is attributable primarily to increased operating
efficiencies at Holometrix. Cost of sales for Holometrix alone
totaled $260,000, a 28% decrease.
Selling, general and administrative expenses decreased by
$98,000, or 17%, from $562,000 (46% of sales) to $464,000 (45% of
sales). The difference was primarily the result of increased
consolidation of distribution activities. Holometrix expenses
alone totaled $155,000, a decrease of 33%, and expenses of
Nametre alone totaled $309,000, a decrease of 6%.
Research and development decreased $20,000, from $90,000 (7%
of sales) to $69,000 (also 7% of sales). Holometrix R&D alone
decreased by $23,000, a decrease of 45% due to completion of a
product design cost reduction program.
Income from operations was $27,000 in the second quarter of
fiscal 1998, compared with a loss of $77,000 in the comparable
period of fiscal 1997. Holometrix income from operations alone
was $12,000. Consolidated Net Income was $16,000 in the second
quarter of fiscal 1998. Holometrix net income alone was $1,000
compared with a net loss of $189,000 in the comparable period of
fiscal 1997. This income is primarily due to decreased selling
and administrative costs, and to improved cost of goods sold.
Six-Month Period Ended March 31,1998 as Compared With the Six-
Month period Ended March 31,1997
Revenues in the first half of 1998 totaled $2,146,000 as
compared to $2,315,000 in the comparable period of 1997, a
decrease of $169,000. This 7% decrease is primarily due to the
decrease in Nametre sales in the Far East. The revenues for
Nametre alone totaled $1,185,000, a 12% decrease over the
comparable period of fiscal 1997, and revenues of Holometrix
alone totaled $961,000, approximately equal to revenues for the
comparable period of 1997.
Cost of sales decreased by $199,000, or 16%, from $1,227,000
(53% of sales) in the first half of fiscal 1998 to $1,028,000
(48% of sales) in the same period of fiscal 1997. This 16%
decrease is attributable primarily to increased operating
efficiencies of Holometrix. Cost of sales for Holometrix alone
totaled $602,000, a 12% decrease.
Selling, general and administrative expenses decreased by
$61,000, or 6%, from $1,025,000 (44% of sales) to $964,000 (45%
of sales). The difference was primarily the result of increased
consolidation of distribution activities. Holometrix expenses
alone totaled $348,000, a decrease of 15%, and Nametre expenses
alone totaled $616,000, approximately equal to the expenses
during the comparable fiscal period of 1997.
Research and development expenses decreased $16,000 from
$164,000 (7% of sales) to $148,000 (also 7% of sales).
Holometrix R&D alone decreased by $18,000, a decrease of 20% due
to the completion of a product cost reduction design program.
Income from operations was $6,000 in the first half of
fiscal 1998, compared with a loss of $101,000 in the comparable
period of fiscal 1997. Holometrix loss from operations alone was
$58,000. Consolidated Net Loss was $33,000 in the first half of
fiscal 1998. Holometrix net loss alone was $75,000 compared with
a net loss of $228,000 in the comparable period of fiscal 1997.
These improvements are primarily due to decreased selling and
administrative costs, and improved cost of goods sold.
Total Assets decreased by $238,000 (9%) in the first half,
from $2,711,000 to $2,473,000. Cash decreased by $68,000, and,
due to increased collections activity, accounts receivable
decreased by $81,000 in the first half. Inventories decreased by
$36,000. Other assets decreased by $13,000 and equipment and
furniture and fixtures and other current assets decreased by
$40,000, both due primarily to depreciation and amortization.
Total Liabilities decreased by $215,000, primarily due to a
decrease of $213,000 in accounts payable, a decrease of $151,000
in accrued payroll and other expenses, and $50,000 in current
maturities of long-term debt, offset by an increase of $210,000
due to stockholders. Accounts payable decreased by $213,000,
from $1,267,000 at September 30, 1997, to $1,054,000 at March
31,1998, primarily due to payment of extended payables present at
September 30,1997, to conserve cash. Accrued payroll and other
expenses decreased by $151,000, from $267,000 at September
30,1997 to $116,000 at March 31,1998, primarily because of
payment of commissions due to manufacturers' representatives and
internal employees. Current liabilities due to stockholder
increased by $237,000 from $52,000 at September 30,1997 to
$289,000 at March 31,1998, due to increased borrowings. Note
payable stockholder decreased by $36,000 from $210,000 at
September 30,1997, to $174,000 at March 31,1997, due to payment
of debt obligations
As of March 31,1998, the Company had an outstanding order
backlog for products and services of approximately $408,000 as
compared to a backlog of $485,000 at March 31,1997. The Company
believes the $408,000 backlog will be realized in fiscal 1998.
The outstanding backlog for Holometrix alone was approximately
$172,000, a decrease of $163,00 (49%). The backlog for Nametre
alone at March 31,1998 was $236,000, an increase of $86,000
(57%).
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
Operating cash flows were negative in the first half of
fiscal 1998, amounting to ($165,759) as compared to $108,830 in
the comparable half of fiscal 1997. Operating cash flows
approximated the sum of net loss plus depreciation and
amortization($44,361), with decreases in accounts receivable of
$80,779 and inventories of $35,798 being offset by a decrease in
accounts payable and accrued expenses of $363,998.
The Company funded increases in equipment and fixtures of
$34,848. Notes payable to stockholder increased by $237,901.
The net affect of these transactions was a decrease on cash
of $68,305, providing cash at end of the first half of 1998 of
$116,118.
Notes payable Line of Credit
As of June 30,1997, the Company, in concert with its
subsidiary Nametre and its parent company Tytronics Inc.
("Tytronics") obtained new terms from Silicon Valley Bank for a
combined line of credit and term loan of $1,500,000, secured by
substantially all assets of the Company, its subsidiary Nametre
and Tytronics. 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. At December 31,
1997, the Company was not in compliance with all covenants and
ratios of the new line of credit. The Company obtained a waiver
from Silicon Valley Bank for these violations. As of March
31,1998, the Company was in compliance with all covenants and
ratios of this line of credit.
Reorganization
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 announced, 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 operating capital for
the Company and more stable Company operations since Tytronics
and Nametre have a recent history of profitable 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
No matters were submitted to a vote of security holders,
whether through the solicitation of proxies or otherwise,
during the quarter ended March 31, 1998.
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: May 14, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from 10-QSB
March 31, 1998, and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> MAR-31-1998
<CASH> 116,118
<SECURITIES> 0
<RECEIVABLES> 883,701
<ALLOWANCES> (35,000)
<INVENTORY> 809,458
<CURRENT-ASSETS> 1,812,360
<PP&E> 1,406,338
<DEPRECIATION> (1,038,244)
<TOTAL-ASSETS> 2,472,865
<CURRENT-LIABILITIES> 1,574,412
<BONDS> 299,851
0
0
<COMMON> 280,982
<OTHER-SE> 317,620
<TOTAL-LIABILITY-AND-EQUITY> 2,472,865
<SALES> 2,146,306
<TOTAL-REVENUES> 2,146,306
<CGS> 1,028,086
<TOTAL-COSTS> 1,028,086
<OTHER-EXPENSES> 1,112,268
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 25,768
<INCOME-PRETAX> (19,816)
<INCOME-TAX> (13,869)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 26,827
<CHANGES> 0
<NET-INCOME> (32,774)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
