Page 15
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, 1999
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)
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, 1999, 1,020,074 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 of
Financial Condition and
Results of Operations . . . _____________. .... 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 . . . . . . . . . . . . . . . . . 14
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . 14
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
(*) The financial information at September 30, 1998 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.
CONSOLIDATED BALANCE SHEETS
ASSETS
(Unaudited)
March 31, September 30,
1999 1998
(*)
CURRENT ASSETS:
Cash and cash equivalents $1,598,726 $ 2,469,053
Accounts receivable, less allowance
for doubtful accounts of $78,500
at March 31, 1999 and
September 30, 1998 1,514,517 1,926,602
Inventories 1,425,392 1,370,460
Other current assets 110,783 93,029
TOTAL CURRENT ASSETS 4,649,418 5,859,144
EQUIPMENT AND FIXTURES - net 342,041 377,783
OTHER ASSETS - net 1,857,807 1,970,981
TOTAL ASSETS $6,849,266 $8,207,908
The accompanying notes are an integral part of these financial
statements.
(*)Balance sheet at September 30, 1998 has been taken from the
audited financial statements at that date. All other financial
statements are unaudited.
METRISA, INC.
CONSOLIDATED BALANCE SHEETS - Continued
LIABILITIES AND STOCKHOLDERS' EQUITY
(Unaudited)
March 31, September 30,
1999 1998
(*)
CURRENT LIABILITIES:
Notes payable to bank $ 408,059 $ 213,059
Accounts payable 1,216,192 1,312,773
Accrued expenses and other 377,266 508,319
Current portion of long-term debt 679,323 561,441
TOTAL CURRENT LIABILITIES 2,680,840 2,595,592
Long- term debt,
less current portion 2,028,036 2,833,777
Commitments
STOCKHOLDERS' EQUITY:
Common stock, $.50 par value,
4,000,000 shares
authorized; 1,020,074 and 1,022,911
shares issued and outstanding at
March 31, 1999 and September 30, 1998,
respectively 510,037 511,456
Additional paid-in capital 1,982,949 2,455,069
Retained earnings
(accumulated deficit) (352,596) 242,276
2,140,390 3,208,801
Less: Treasury stock (at cost) -- (430,262)
TOTAL STOCKHOLDERS' EQUITY 2,140,390 2,778,539
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $6,849,266 $8,207,908
The accompanying notes are an integral part of these financial
statements.
(*)Balance sheet at September 30, 1998 has been taken from the
audited financial statements at that date. All other financial
statements are unaudited.
METRISA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three-Month Period Ended March 31,
1999 1998
NET REVENUES $1,959,121 $1,904,359
COST OF SALES 912,814 819,302
GROSS PROFIT 1,046,307 1,085,057
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 1,053,238 831,210
RESEARCH AND DEVELOPMENT 176,361 165,307
TOTAL OPERATING EXPENSE 1,229,599 996,517
INCOME (LOSS) FROM OPERATIONS (183,292) 88,540
INTEREST EXPENSE - net (66,035) (37,594)
INCOME (LOSS) BEFORE INCOME TAX
AND MINORITY INTEREST (249,327) 50,946
INCOME TAXES 25,040 (14,481)
INCOME (LOSS) BEFORE MINORITY
INTEREST (274,367) 65,427
MINORITY INTEREST IN NET INCOME OF
CONSOLIDATED SUBSIDIARY -- (15,027)
NET INCOME (LOSS) ($274,367) $50,400
NET INCOME (LOSS) PER COMMON SHARE:
BASIC AND DILUTED ($0.27) $0.06
SHARES OUTSTANDING-BASIC AND
DILUTED 1,020,074 862,070
The accompanying notes are an integral part of these financial
statements.
METRISA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Six-Month Period Ended March 31,
1999 1998
NET REVENUES $3,587,059 $3,538,582
COST OF SALES 1,741,770 1,656,160
GROSS PROFIT 1,845,289 1,882,422
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 1,909,811 1,717,032
RESEARCH AND DEVELOPMENT 332,164 338,099
TOTAL OPERATING EXPENSE 2,241,975 2,055,131
INCOME (LOSS) FROM OPERATIONS (396,686) (172,709)
INTEREST EXPENSE - net (173,146) (64,876)
LOSS BEFORE INCOME TAX AND
MINORITY INTEREST (569,832) (237,585)
INCOME TAXES 25,040 (14,481)
LOSS BEFORE MINORITY INTEREST ($594,872) (223,104)
MINORITY INTEREST IN NET INCOME OF
CONSOLIDATED SUBSIDIARY -- 17,345
NET LOSS ( $594,872) ( $240,449)
NET LOSS PER COMMON SHARE:
BASIC AND DILUTED ($0.58) ($0.28)
SHARES OUTSTANDING-BASIC AND
DILUTED 1,020,074 862,070
The accompanying notes are an integral part of these financial
statements.
METRISA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six-Month Period Ended March 31,
1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($594,872) ($240,449)
Adjustments to reconcile net loss to net
cash provided by (used for) operating activities:
Depreciation and amortization 176,761 123,409
Minority interest -- 17,345
Changes in operating assets and liabilities:
Accounts receivable 412,085 (46,553)
Notes receivable -- 100,000
Inventories (54,932) 50,285
Other current assets (17,754) 20,789
Accounts payable and
accrued expenses (227,634) (283,420)
Net cash used
for operating activities (306,346) (258,594)
CASH FLOWS FROM INVESTING ACTIVITIES:
Equipment and fixtures additions (46,191) (54,281)
Increase in other assets 18,346 (129,817)
Cash Paid for Micromet Acquisition -- (150,000)
Net cash used for
investing activities (27,845) (334,098)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of Common Stock -- 12,623
Increase in bank line of credit 195,000 --
Purchase of Treasury Stock (43,277) (16,998)
Payment of note payable
for Micromet Acquisition (208,166) --
Principal payments of
long-term debt (479,693) (83,225)
Net cash used for
financing activities (536,136) (87,600)
Net decrease in cash and
cash equivalents (870,327) (680,292)
Cash and cash equivalents,
beginning of period 2,469,053 935,717
Cash and cash equivalents,
end of period $1,598,726 $ 255,425
The accompanying notes are an integral part of these financial
statements.
METRISA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The accompanying consolidated financial statements have been
prepared in accordance with generally accepted accounting
principles. They include the accounts of Tytronics (defined
below), and subsidiaries for the period ended March 31, 1998 and
the accounts of Metrisa, Inc. including the effects of the
Reorganization (defined below) from the closing date forward, for
the period ended March 31, 1999.
On May 1, 1998, the Company (formerly Holometrix, Inc.)
completed a 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., which was followed by the merger of Holometrix Acquisition
Corp. into the Company. As part of this Reorganization, Holometrix
changed its name to Metrisa, Inc., and effected a 50:1 reverse
stock split of its issued and outstanding capital stock. On
February 13, 1998, Tytronics acquired the assets of Micromet
Instruments Inc. ("Micromet"), and thus Micromet was also merged
into Holometrix Acquisition Corp., but as part of Tytronics.
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 recapitalization of Tytronics and the
acquisition by Tytronics of the minority interests of Metrisa
(formerly Holometrix) 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 based on
an independent valuation of Tytronics, Nametre, and Metrisa by an
independent investment banker.
A 50:1 reverse stock split was effected in May 1998 in
connection with the Company's Reorganization and resulting re-
capitalization. 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. At the Annual
Meeting held on March 4, 1999, the authorized shares of common
stock were increased to 4,000,000 shares. All net income 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 re-capitalization.
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. The interim financial statements should be read in
conjunction with the audited financial statements and notes thereto
for the year ended and as of September 30, 1998 included in the
Company's Annual Report on Form 10-KSB
Note B - Inventory
Inventory consisted of the following at:
March 31, 1999 September 30, 1998
Raw materials $1,130,402 $858,241
Work-in-process 63,738 263,213
Finished Goods 231,252 249,006
$1,425,392 $1,370,460
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 exercise
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 Six Month Period
Ended March 31,
1999 1998
Basic shares 1,020,074 862,070
Effect of dilutive securities -- --
Dilutive shares 1,020,074 862,070
The following table summarizes securities that were outstanding
as of March 31, 1999 and 1998, 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,
1999 1998
Options 172,980 99,504
Warrants 539,340 171,756
Preferred Stock -- 149,276
Note D - Supplemental Disclosure of Cash Flow Information
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 $150,000
Acquisition
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Three-Month Period Ended March 31,1999 as Compared With the Three-
Month Period Ended March 31,1998
Net Revenues in the second quarter of fiscal 1999 totaled
$1,959,121 as compared to $1,904,359 in the comparable quarter of
1998, an increase of $54,762. This 3% increase was primarily a
result of increased sales from the Tytronics division offset by a
decrease in sales to the southeast Asian countries from the Nametre
division.
Cost of sales increased by $93,512, or 11%, from $819,302 (43%
of sales) in the second quarter of 1998, to $912,814 (47% of sales)
in the same period of fiscal 1999. This increase in cost of sales
is attributed primarily to the decrease in higher gross margin
sales in the Nametre division along with an unfavorable mix of
product shipments in the Holometrix-Micromet division.
Selling, general and administrative expenses increased by
$222,028, or 27%, from $831,210 (44% of sales) to $1,053,238 (54%
of sales). This increase was a result of a combination of
increased selling and marketing costs resulting from increased
selling and marketing support efforts, as well as increased general
and administrative costs resulting from the amortization of
expenses related to the Reorganization of the Company in April
1998, and the amortization of financing costs related to the
$2,000,000 subordinated debt financing in September 1998.
Research and development increased $11,054 from $165,307 (9% of
sales) to $176,361 (also 9% of sales).
Loss from operations was $183,292 in the second quarter of
fiscal 1999, compared with income of $88,540 in the comparable
period of fiscal 1998. Net loss was $274,367 in the second quarter
of fiscal 1999, compared with net income of $50,400 in the second
quarter of 1998. The net loss was also effected by increased
interest expenses associated with the subordinated debt financing.
Six-Month Period Ended March 31,1999 as Compared With the Six-Month
period Ended March 31,1998
Net Revenues in the first half of fiscal 1999 totaled $3,587,059
as compared to $3,538,582 in the comparable period of 1998, an
increase of $48,477. This 1% increase was primarily a result of
slightly increased sales in all divisions except Nametre, where
sales to the southeast Asian countries decreased.
Cost of sales increased by $85,610, or 5%, from $1,656,160 (47%
of sales) in the first half of 1998, to $1,741,770 (49% of sales)
in the same period of fiscal 1999. This increase in cost of sales
is attributed primarily to a decrease in higher gross margin sales
in the Nametre division along with an unfavorable mix of product
shipments in the Holometrix-Micromet division.
Selling, general and administrative expenses increased by
$192,779, or 11%, from $1,717,032 (49% of sales) to $1,909,811 (53%
of sales). This increase was a result of a combination of
increased selling and marketing costs resulting from increased
selling and marketing support efforts, as well as increased general
and administrative costs resulting from the amortization of
expenses related to the Reorganization of the Company in April
1998, and the amortization of financing costs related to the
$2,000,000 subordinated debt financing in September 1998.
Research and development basically remained constant, decreasing
only $5,935 from $338,099 (10% of sales) to $332,164 (9% of sales).
Loss from operations was $396,686 in the first half of fiscal
1999, compared with a loss of $172,709 in the comparable period of
fiscal 1998. Net loss was $594,872 in the first half of fiscal
1999, compared with net loss of $240,449 in the first half of 1998.
The net loss was also effected by interest expenses associated with
the subordinated debt financing.
LIQUIDITY AND CAPITAL RESOURCES
Total Assets decreased by $1,358,642 (17%) in the first half of
fiscal 1999, from $8,207,908 at September 30,1998 to $6,849,266 at
March 31,1999. Cash decreased by $870,327, primarily due to the
completion of the payment of debt associated with the acquisition
of Micromet, expenses associated with the funding of the $2,000,000
subordinated debt financing and its associated interest expenses,
and payment of extended payables. Due to increased collection
activity, accounts receivable decreased by $412,085 in the first
half of fiscal 1999. Inventories increased by $54,932, other
current assets increased by $17,754, and equipment and fixtures
decreased by $35,742, primarily due to depreciation. Other assets
decreased by $113,174, mainly due to amortization.
Total Liabilities decreased by $720,493 in the first half of
fiscal 1999, primarily due to a decrease in accounts payable of
$96,581, a decrease of $131,053 in accrued expenses, and a decrease
of $687,859 in long-term debt, offset by an increase of $195,000 in
notes payable to bank. Accounts payable decreased by $96,581 from
$1,312,773 at September 30, 1998 to $1,216,192 at March 31,1999 due
to payment of extended payables, payment of commissions due to
Manufacturers' representatives and expenses associated with the
$2,000,000 subordinated debt financing.
Accrued expenses decreased by $131,053, from $508,319 at
September 30,1998 to $377,266 at March 31,1999, primarily because
of payment of taxes. Long-term debt decreased by $687,859 from
$3,395,218 at September 30, 1998 to $2,707,359 at March 31,1999,
due to the retiring of debt associated with the Micromet
acquisition and a portion of other long-term obligations, plus a
reclassification and transfer of $195,000 to notes payable to bank.
Cash flows were negative in the first half of fiscal 1999,
amounting to $870,327 as compared to a negative $680,292 in the
comparable period of fiscal 1998. Operating cash flows were also
negative at $306,346, compared to $258,594 for the same period in
fiscal 1998. Operating cash flows approximated the sum of the net
loss of $594,872 less depreciation and amortization of $176,761,
with decreases in accounts receivable of $412,085, offset by
increases in inventory and other current assets of $54,932 and
$17,754, respectively, and a decrease in accounts payable and
accrued expenses of $227,634.
The Company funded increases in equipment and fixtures of
$46,191 along with an increase in other assets of $18,346. The
decrease in long-term debt of $687,859 resulted from the payment of
the remainder of the purchase of the Micromet acquisition in the
amount of $208,166, the reclassi-fication and transfer of $195,000
to bank line of credit, and payment of other long-term debt.
The net affect of these transactions was a decrease in cash of
$870,327, providing cash at the end of the first half of fiscal
1999 of $1,598,726.
As of March 31, 1999, the Company had an outstanding order
backlog for product and services of approximately $1,180,000 as
compared to a backlog of $819,000 as of March 31,1998. The Company
believes substantially all of the current backlog will be realized
in fiscal 1999.
Notes Payable Line of Credit
The Company is party to a Silicon Valley Bank combined line of
credit and term loan of $1,750,000, secured by substantially all
assets of the Company. Advances under this line cannot exceed 75%
of the Company's eligible accounts receivable plus 15% of
inventory, as defined. All outstanding amounts are payable on
demand and advances are contingent upon maintaining certain
covenants relative to profitability, liquidity and tangible net
worth. As of March 31, 1999, the Company was in compliance with
all covenants and ratios of this line of credit.
As of September 29, 1998, the Company was party to a $2,000,000
subordinated debt financing agreement with Sirrom Investments, Inc.
("Sirrom"), secured by substantially all of the assets of the
Company, but subordinated to the Silicon Valley Bank financing.
This loan is due in full September 30, 2003, with interest-only
payments for the first two years.
Effect of Reorganization and Other Company Initiatives
The Company expects to continue to invest in enhanced sales
and marketing efforts, new product development, and the development
of strategic relationships, including licensing, acquisitions,
mergers, or OEM agreements. Management believes that operating
capital and the line of credit from Silicon Valley Bank, and the
$2,000,000 subordinated debt financing from Sirrom, will provide
sufficient capital to maintain stable Company operations throughout
fiscal 1999. As of May 1, 1998, the Company completed the
Reorganization previously discussed, pursuant to which Tytronics,
Micromet and Nametre were merged into the wholly-owned subsidiary
of the Company, Holometrix Acquisition Corp., which was 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 provide for more stable Company operations. However,
there can be no assurance that additional or adequate profitability
and operating funds will be generated as a result of revenue
increases or the Reorganization, or that strategic relationships
will materialize, or that additional funding, if required, can be
obtained on acceptable terms.
Year 2000 ("Y2K")
The Company is aware of the issues related to the approach of
the Year 2000 and has assessed and investigated what steps must be
taken to ensure that its critical systems and equipment will
function appropriately after the turn of the century. The
assessments included a review of what systems and equipment need to
be changed or replaced in order to function correctly.
With the exception of remediation and implementation
consequences not known to the Company at this time, the Company
believes that all systems should be fully implemented by the end of
the fourth quarter of fiscal 1999.
As part of the Company's assessment of Y2K issues,
consideration was given to the possible impact upon the Company
from using purchased software, suppliers and outside service
providers. The Company's efforts with regard to Y2K issues are
dependent in part upon information received from such suppliers and
vendors upon which the Company has reasonably relied. While it is
not possible for the Company to predict all future outcomes and
eventualities, the Company is not aware, at this time, of any Y2K
non-compliant situations with regard to any of its purchased
software or its use of suppliers and outside service providers.
The Company estimates that it will spend approximately $100,000
to fully implement its Y2K compliance program. All Y2K costs have
been and will continue to be funded from operations.
The Company has evaluated its instruments and associated
software and has found them generally to be Y2K compliant, since
most of the software does not rely on any date-related information
for its normal operation.
The Company has formulated a contingency plan to deal with Y2K
issues. However, due to the complexity and widespread nature of
such issues, the contingency planning process of necessity must be
an ongoing one requiring possible further modification as more
information becomes known regarding (1) the Company's own systems
and facilities, and (2) the status and changes therein of the Y2K
compliance efforts of outside suppliers and vendors. As
significant Y2K uncertainties remain outside the control of the
Company, at this time the Company is unable to determine a most
reasonably likely worst case scenario.
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
The Company's Annual Meeting of Stockholders was held March 4,
1999 to consider the election of Joseph J. Caruso, Joaquim
S.S. Ribeiro, Emile Sayegh, Edward J. Stewart, III, Salvatore
J. Vinciquerra and John E. Wolfe as Directors. Stockholders
also considered an amendment to the Company's Certificate of
Incorporation to increase the number of the Company's
authorized shares of common stock, $.50 par value, from
2,000,000 to 4,000,000 shares, to approve an amendment to the
Company's 1991 Stock Plan, to increase the number of shares of
the Company's common stock, $.50 par value, reserved for
issuance thereunder from 60,000 shares to 125,000 shares, and
to approve the selection of PricewaterhouseCoopers LLP as the
Company's independent auditors for the fiscal year ending
September 30, 1999. All matters considered were approved by
the Stockholders of the Company.
The following table indicates the number of votes cast for,
against or withheld, as well as the number of abstentions and
broker non-votes as to each matter considered at the Company's
1999 Annual Stockholders Meeting.
Items Considered Votes Votes Abstenti
For Against ons
1.To fix the number of Directors 688,219 7,950 79,383
at six (6)
2.Election of Nominated Officers 765,752 800 --
3.Approval of the increase in the
number of
authorized shares of the 687,713 9,226 69,613
Company's
common stock
4.Approval of the amendment to
the Company's 670,966 1,316 69,713
1991 Stock Plan
5.Approval of the appointment of
PricewaterhouseCoopers LLP 696,919 -- 69,633
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 and Chief Financial Officer
Date: May 13, 1999
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<PERIOD-END> MAR-31-1999
<CASH> 1,598,726
<SECURITIES> 0
<RECEIVABLES> 1,593,017
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<COMMON> 510,037
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<INCOME-PRETAX> (569,832)
<INCOME-TAX> 25,040
<INCOME-CONTINUING> 0
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (594,872)
<EPS-PRIMARY> (0.58)
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</TABLE>
