<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A1
-------------------
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
MAY 9, 1996
--------------------
PROCYON CORPORATION
(Exact name of registrant as specified in its charter)
COLORADO 0-17449 36-8732690
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
1150 CLEVELAND STREET, SUITE 410
CLEARWATER, FLORIDA 34615
(Address of principal executive offices)
(813) 447-2998
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) It was impracticable to provide the required Financial
Statements of Amerx Health Care Corp. ("Amerx") at the
filing the Form 8-K. In accordance with Item 7(a), the
Registrant hereby files the required Financial Statements
of Amerx as an amendment to the Form 8-K.
(b) It was impracticable to provide the Pro Forma Financial
Information relative to Procyon Corporation (the
"Registrant") and Amerx at the time of the filing the Form
8-K. In accordance with Item 7(b), the Registrant hereby
files the required Financial Statements as an amendment to
the Form 8-K.
(c) The following exhibits are furnished herewith in accordance
with the provisions of Item 601 of Regulation S-K.
<TABLE>
<CAPTION> Reg. S-K
Exhibit No. Description Item No.
- ----------- ----------- --------
<S> <C> <C>
* 1 Acquisition Agreement 2
** 2 Financial Statements of Amerx For 99
June 30, 1995 and December 31, 1994.
** 3 Pro Forma Financial Statements of 99
the Registrant and Amerx
</TABLE>
- ---------------
* Previously Filed.
** Filed Herewith.
<PAGE> 3
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.
PROCYON CORPORATION
Date: July 22, 1996 By: /s/ JOHN C. ANDERSON
-------------------------------
John C. Anderson, President
<PAGE> 4
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.2 Financial Statements of Amerx for June 30, 1995 and
December 31, 1994.
99.3 Pro Forma Financial Statements of the Registrant and Amerx.
<PAGE> 1
[LEWIS, BIRCH & RICARDO, P.A. LETTERHEAD]
AMERX HEALTH CARE CORP.
Financial Statements
June 30, 1995 and December 31, 1994
(With Independent Auditors' Report Thereon)
<PAGE> 2
[LEWIS, BIRCH & RICARDO, P.A. LETTERHEAD]
Independent Auditors' Report
The Stockholder
Amerx Health Care Corp.
We have audited the accompanying balance sheets of Amerx Health Care Corp. as
of June 30, 1995 and December 31, 1994, and the related statements of
operations, stockholder's deficit, and cash flows for the periods from January
1, 1995 through June 30, 1995 and from September 13, 1993 (date of inception)
through December 31, 1994. 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Amerx Health Care Corp. as of
June 30, 1995 and December 31, 1994, and the results of its operations and its
cash flows for the periods from January 1, 1995 through June 30, 1995 and from
September 13, 1993 (date of inception) through December 31, 1994 in conformity
with generally accepted accounting principles.
/s/ LEWIS, BIRCH & RICARDO, P.A.
July 14, 1995
<PAGE> 3
AMERX HEALTH CARE CORP.
Balance Sheets
<TABLE>
<CAPTION>
DECEMBER
JUNE 30, 31,
ASSETS 1995 1994
------ ---------- ---------
<S> <C> <C>
Current assets:
Cash $ 9,274 1,204
Certificate of deposit (notes 4 and 7) 232,255 227,393
Accounts receivable, less allowance for
doubtful accounts of $500 at June 30, 1995 and
December 31, 1994 24,154 4,491
Notes receivable 10,000 -
Inventory (note 2) 91,554 35,830
---------- ---------
Total current assets 367,237 268,918
Property and equipment, net (note 3) 28,130 -
Deposits 11,934 434
---------- ---------
$ 407,301 269,352
========== =========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 4
<TABLE>
<CAPTION>
DECEMBER
JUNE 30, 31,
LIABILITIES AND STOCKHOLDER'S DEFICIT 1995 1994
------------------------------------- ---------- ---------
<S> <C> <C>
Current liabilities:
Accounts payable $ 32,244 4,340
Accrued expenses 11,865 -
Accrued interest payable 15,500 -
---------- ---------
Total current liabilities 59,609 4,340
Advances from stockholder (note 5) 347,363 342,500
Advances from affiliate (note 5) 335,000 -
---------- ---------
Total liabilities 741,972 346,840
Stockholder's deficit:
Common stock - $.01 par value, authorized
1,000,000 shares, issued and outstanding
100 shares 1 1
Additional paid-in capital 999 999
Accumulated deficit (335,671) (78,488)
---------- ---------
Net stockholder's deficit (334,671) (77,488)
Related party transactions, commitments
and contingencies (notes 5, 6 and 8)
---------- ---------
$ 407,301 269,352
========== =========
</TABLE>
<PAGE> 5
AMERX HEALTH CARE CORP.
Statements of Operations
Six months ended June 30, 1995
and
from September 13, 1993 (Date of Inception)
through December 31, 1994
<TABLE>
<CAPTION>
1995 1994
---------- ---------
<S> <C> <C>
Sales $ 52,426 11,379
Cost of goods sold 17,882 3,239
---------- ---------
Gross profit 34,544 8,140
Selling, general and administrative expenses 276,227 89,034
---------- ---------
Operating loss (241,683) (80,894)
Other income (expense):
Interest expense (15,500) -
Other income - 2,406
---------- ---------
Net loss $ (257,183) (78,488)
========== =========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 6
AMERX HEALTH CARE CORP.
Statements of Stockholder's Deficit
Six months ended June 30, 1995
and
from September 13, 1993 (Date of Inception)
through December 31, 1994
<TABLE>
<CAPTION>
ADDITIONAL
COMMON PAID-IN ACCUMULATED
SHARES STOCK CAPITAL DEFICIT TOTAL
------ ------ ---------- ----------- --------
<S> <C> <C> <C> <C> <C>
Issuance of common
stock 100 $ 1 999 - 1,000
Net loss - - - (78,488) (78,488)
--- ----- --- -------- --------
Balance at
December 31, 1994 100 1 999 (78,488) (77,488)
Net loss - - - (257,183) (257,183)
--- ----- --- -------- --------
Balance at
June 30, 1995 100 $ 1 999 (335,671) (334,671)
=== ===== === ======== ========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 7
AMERX HEALTH CARE CORP.
Statements of Cash Flows
Six months ended June 30, 1995
and
from September 13, 1993 (Date of Inception)
through December 31, 1994
<TABLE>
<CAPTION>
1995 1994
---------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (257,183) (78,488)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation expense 881 -
Increase in accounts receivable (19,663) (4,491)
Increase in inventory (55,724) (35,830)
Increase in deposits (11,500) (434)
Increase in accounts payable 27,904 4,340
Increase in accrued expenses 27,365 -
---------- ---------
Net cash used in operating activities (287,920) (114,903)
---------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Fixed asset purchases (29,011) -
Investment in certificate of deposit (4,862) (227,393)
Increase in notes receivable (10,000) -
---------- ---------
Net cash used in investing activities (43,873) (227,393)
---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock - 1,000
Proceeds from advances from stockholder 4,863 342,500
Proceeds from advances from affiliate 335,000 -
---------- ---------
Net cash provided by financing activities 339,863 343,500
---------- ---------
Net increase in cash 8,070 1,204
Cash at beginning of period 1,204 -
---------- ---------
Cash at end of period $ 9,274 1,204
========== =========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 8
AMERX HEALTH CARE CORP.
Notes to Financial Statements
June 30, 1995 and December 31, 1994
(1) DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) DESCRIPTION OF BUSINESS
Amerx Health Care Corp. (the "Company") was incorporated in the
State of Florida on September 13, 1993. The Company distributes a
topical cream and a preventative lotion which assists in healing
and preventing certain wounds on humans. The Company has exclusive
marketing and distribution rights for their products within the
United States and the right of first refusal for the marketing and
distribution rights for the remainder of the world. In order to
retain the distribution rights certain commitments must be met,
including purchase commitments (note 8).
(B) INVENTORY
Inventory is stated at the lower of average cost or market.
(C) PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Depreciation is
calculated using the straight-line method over the estimated useful
lives of the assets.
(D) INCOME TAXES
The Company accounts for its income taxes using Financial
Accounting Standards Board Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" (SFAS No. 109),
which requires the establishment of a deferred tax asset or
liability for the recognition of future deductible or taxable
amounts and operating loss and tax credit carryforwards. Deferred
tax expense or benefit is recognized as a result of the changes in
the deferred tax assets and liabilities during the year.
Management adopted SFAS No. 109 at the inception of the Company's
operations, September 13, 1993. At June 30, 1995 and December 31,
1994, the Company had no deferred tax asset or liability reflected
on its financial statements due to the uncertainty regarding the
ability of the Company to generate future taxable income to utilize
tax loss carryforwards.
(Continued)
<PAGE> 9
AMERX HEALTH CARE CORP.
Notes to Financial Statements
(E) ESTIMATES IN FINANCIAL STATEMENTS
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 period.
Actual results could differ from those estimates.
(F) ACCOUNTING CHANGE
During 1995, the Company changed its method of inventory valuation
form the first-in, first-out (FIFO) method to an average cost
basis. The cumulative effect of the change is not material to the
stockholder's deficit at December 31, 1994. The Company feels that
the new accounting method will more appropriately reflect the
current cost of its inventory.
(2) INVENTORIES
Inventories consist of the following as of June 30, 1995 and December 31,
1994:
<TABLE>
<CAPTION>
DECEMBER
JUNE 30, 31,
1995 1994
-------- ---------
<S> <C> <C>
Raw materials $ 58,404 -
Finished goods 33,150 35,830
-------- ------
$ 91,554 35,830
======== ======
</TABLE>
(Continued)
<PAGE> 10
AMERX HEALTH CARE CORP.
Notes to Financial Statements
(3) PROPERTY AND EQUIPMENT
Property and equipment as of June 30, 1995 consists of the following:
<TABLE>
<S> <C>
Production facility $ 15,722
Computer equipment 2,135
Furniture 651
Production equipment 10,503
----------
29,011
Less accumulated depreciation (881)
----------
$ 28,130
==========
</TABLE>
(4) CERTIFICATE OF DEPOSIT
The Company purchased a certificate of deposit from a local commercial
bank on September 29, 1994 in the amount of $225,000. The certificate of
deposit matures September 29, 1995 and bears a stated rate of interest of
4.25%.
(5) ADVANCES FROM STOCKHOLDER AND AFFILIATE
The Company's sole stockholder and Procyon Corporation, an affiliate of
the company through common ownership, have advanced funds to the Company.
The advances carry an interest rate of 4.16% annually and have no
specified maturity date.
The Company is currently dependent upon its stockholder and Procyon
Corporation to fund operations of the Company. The Company's stockholder
and Procyon Corporation do not intend to require repayment of advances
within the next year and will fund cash needs as necessary through June
30, 1996.
(Continued)
<PAGE> 11
AMERX HEALTH CARE CORP.
Notes to Financial Statements
(6) RELATED PARTY TRANSACTIONS
For the period ended December 31, 1994, the Company utilized office
facilities leased by an affiliated company. For a portion of the
operating period the Company was not charged any rent for the use of the
office space.
For the period ended December 31, 1994, certain employees of the Company
were paid by the same affiliated company which leased the office space.
During the month of October 1994 all the Company's employees were put on
the Company's payroll. The Company has not been charged any payroll
expense by the affiliated company.
(7) BUSINESS AND CREDIT CONCENTRATION
The Company maintains its cash account and its certificate of deposit in
one commercial bank located in Clearwater, Florida. Accounts are
guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to
$100,000. A summary of the total insured and uninsured cash balances
follows:
<TABLE>
<S> <C>
Total cash and certificate of deposit $ 241,529
Portion insured by FDIC (100,000)
------------
Uninsured cash balance $ 141,529
============
</TABLE>
(8) COMMITMENTS AND CONTINGENCIES
The Company has agreed to certain minimum purchases of inventory over the
next five years. The minimum purchases summarized on an annual basis are
as follows:
<TABLE>
<CAPTION>
YEARS ENDING JUNE 30:
---------------------
<S> <C>
1996 $ 3,450,000
1997 7,025,000
1998 11,568,750
1999 11,694,500
2000 6,125,750
</TABLE>
The Company is currently in litigation with the supplier of their
product. Their supplier has been unable to provide sufficient product to
meet the Company's purchase commitments. The Company, therefore, has
begun manufacturing product on their own. The supplier has sued and is
seeking injunctive relief to stop the Company from manufacturing its
product. The Company believes it will be successful in this litigation.
<PAGE> 1
PROCYON CORPORATION
AND SUBSIDIARY
================================================================================
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
EXPLANATORY HEADNOTE (UNAUDITED)
NINE MONTHS ENDED MARCH 31, 1996
AND THE YEAR ENDED JUNE 30, 1995
<PAGE> 2
PROCYON CORPORATION
AND SUBSIDIARY
CONTENTS
================================================================================
Pro Forma Consolidated Financial Information
Explanatory Headnote 3
Pro Forma Consolidated Balance Sheet as of
March 31, 1996 4
Pro Forma Consolidated Statement of Operations
for the Nine Months Ended March 31, 1996 5
Pro Forma Consolidated Statement of Operations
for the Year Ended June 30, 1995 6
Notes to Pro Forma Consolidated Financial Statements 7
2
<PAGE> 3
PROCYON CORPORATION
AND SUBSIDIARY
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
EXPLANATORY HEADNOTE (UNAUDITED)
================================================================================
INTRODUCTION
The accompanying unaudited pro forma consolidated financial statements give
effect to the issuance of 3,000,000 shares of common stock of Procyon
Corporation (the "Company") effective May 9, 1996 in exchange for all of the
issued and outstanding common stock of Amerx Health Care Corp., a Florida
Corporation ("Amerx"). Due to common control among the corporations by an
individual, this transaction has been accounted for at historical cost similar
to that of a pooling of interests. This unaudited pro forma information has
been prepared utilizing the historical financial statements and notes thereto,
which are incorporated by reference herein. The unaudited pro forma financial
data does not purport to be indicative of the results which actually would have
been obtained had the purchase been effected on the dates indicated or of the
results which may be obtained in the future. The unaudited pro forma financial
statements should be read in conjunction with the historical financial
statements.
The pro forma condensed consolidated balance sheet as of March 31, 1996 assumes
the transaction had taken place on March 31, 1996, the pro forma consolidated
statement of operations for the nine months ended March 31, 1996 assumes the
transaction had taken place on July 1, 1995 and the proforma consolidated
statement of operations for the year ended June 30, 1995 assumes the
transaction had taken place on July 1, 1994.
In the opinion of management, all adjustments have been made that are necessary
to present fairly the pro forma data.
Agreement and Plan of Exchange
On January 31, 1996, the Company entered into an Agreement and Plan of Exchange
(the "Agreement") with Amerx. The agreement provides that the Company acquire
Amerx through a share exchange in which all of the issued and outstanding
common stock of Amerx will be exchanged for 3,000,000 (post-split) shares of
common stock of the Company (the "Exchange"). The Agreement provides as a
condition to the Exchange, the Company will complete a five for one reverse
split of its issued and outstanding shares of common stock.
As a result of the Exchange and stock-split which were effective as of May 9,
1996, the Company had 3,637,920 shares of common stock and 1,000,000 shares of
preferred stock issued and outstanding. Each share of preferred stock may be
converted at the holder's option into one share of common stock.
3
<PAGE> 4
PROCYON CORPORATION
AND SUBSIDIARY
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
EXPLANATORY HEADNOTE (UNAUDITED)
================================================================================
<TABLE>
<CAPTION>
THE
COMPANY AMERX
THE PRO FORMA PRO FORMA CONSOLIDATED
MARCH 31, 1996 COMPANY ADJUSTMENTS AMERX ADJUSTMENTS PRO FORMA
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
CURRENT:
Cash $ 189,806 $ $ - $ $ 189,806
Accounts receivable - 175,046 175,046
Notes receivable - 10,000 10,000
Inventories - 86,533 86,533
Note receivable, affiliate 555,000 (555,000)(2) - -
Interest receivable, affiliate 34,745 (34,745)(2) - -
- -------------------------------------------------------------------------------------------------------------
Total current assets 779,551 (589,745) 271,579 461,385
- -------------------------------------------------------------------------------------------------------------
PROPERTY AND EQUIPMENT, NET 13,458 26,727 40,185
- -------------------------------------------------------------------------------------------------------------
OTHER:
Deposits - 18,434 18,434
Employee advances - 19,900 19,900
- -------------------------------------------------------------------------------------------------------------
Total other assets - 38,334 38,334
- -------------------------------------------------------------------------------------------------------------
$ 793,009 $ (589,745) $ 336,640 $ $ 539,904
=============================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 1,039 $ $ 97,706 $ $ 98,745
Accrued interest, affiliate - 34,745 (34,745)(2) -
Notes payable, officer and affiliate - 672,500 (555,000)(2) 117,500
- -------------------------------------------------------------------------------------------------------------
Total current liabilities 1,039 804,951 (589,745) 216,245
- -------------------------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock subscribed 38,000 - 38,000
Preferred stock 977,500 - 977,500
Common stock 590,196 1 590,197
Additional paid-in capital - 999 999
Accumulated deficit (813,726) (469,311) (1,283,037)
- -------------------------------------------------------------------------------------------------------------
Total stockholders' equity (deficit) 791,970 (468,311) 323,659
- -------------------------------------------------------------------------------------------------------------
$ 793,009 $ $ 336,640 $ (589,745) $ 539,904
=============================================================================================================
</TABLE>
See accompanying headnote and notes to proforma consolidated financial
statements (unaudited).
4
<PAGE> 5
PROCYON CORPORATION AND SUBSIDIARY
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
================================================================================
<TABLE>
<CAPTION>
THE
COMPANY AMERX
THE PRO FORMA PRO FORMA CONSOLIDATED
FOR THE NINE MONTHS ENDED MARCH 31, 1996 COMPANY ADJUSTMENTS AMERX ADJUSTMENTS PRO FORMA
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
REVENUES $ - $ 355,613 $ 355,613
- ---------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES:
Cost of goods sold - 145,244 145,244
Selling, general and administrative 106,372 322,372 482,744
- ---------------------------------------------------------------------------------------------------------------------
Total operating expenses 160,372 467,616 627,988
- ---------------------------------------------------------------------------------------------------------------------
Loss from operations (160,372) (112,003) (272,375)
- ---------------------------------------------------------------------------------------------------------------------
OTHER INCOME (EXPENSE):
Interest income 4,993 - 4,993
Interest income, affiliate 27,400 (27,400)(2) - -
Interest expense, affiliate - (27,400) (27,400)(2) -
- ---------------------------------------------------------------------------------------------------------------------
Total other income (expense) 32,393 (27,400) (27,400) 27,400 4,993
- ---------------------------------------------------------------------------------------------------------------------
NET LOSS $ (127,979) $ (27,400) $ (139,403) $ 27,400 $ (267,382)
=====================================================================================================================
NET LOSS PER SHARE $ (.20) $ (.07)
=====================================================================================================================
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 637,920 3,000,000(1) 3,637,920
=====================================================================================================================
</TABLE>
See accompanying headnote and notes to proforma consolidated financial
statements (unaudited).
5
<PAGE> 6
PROCYON CORPORATION AND SUBSIDIARY
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
================================================================================
<TABLE>
<CAPTION>
THE
COMPANY AMERX
THE PRO FORMA PRO FORMA CONSOLIDATED
FOR THE YEAR ENDED JUNE 30, 1995 COMPANY ADJUSTMENTS AMERX ADJUSTMENTS PRO FORMA
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
REVENUES $ - $ $ 63,795 $ $ 63,795
- -------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES:
Cost of goods sold - 21,121 21,121
Selling, general and administrative 112,889 362,855 475,744
- -------------------------------------------------------------------------------------------------------------
Total operating expenses 112,889 383,976 496,865
- -------------------------------------------------------------------------------------------------------------
Loss from operations (112,889) (320,181) (433,070)
- -------------------------------------------------------------------------------------------------------------
OTHER INCOME (EXPENSE):
Interest income 7,055 - 7,055
Interest income, affiliate 7,345 (7,345)(2) - 0
Interest expense, affiliate - (7,345) 7,345(2) 0
- -------------------------------------------------------------------------------------------------------------
Total other income (expense) 14,400 (7,345) (7,345) 7,345 7,055
- -------------------------------------------------------------------------------------------------------------
NET LOSS $ (98,489) $ $ (327,526) $ $ (426,015)
=============================================================================================================
NET LOSS PER SHARE $ (.15) $ (.12)
=============================================================================================================
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 637,920 3,000,000(1) 3,637,920
=============================================================================================================
</TABLE>
See accompanying headnote and notes to proforma consolidated financial
statements (unaudited).
6
<PAGE> 7
PROCYON CORPORATION AND SUBSIDIARY
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
================================================================================
1. Pro Forma The proforma condensed balance sheet as of March
Adjustments 31, 1996 assumes the transaction was consummated
as of March 31, 1996, the proforma condensed
consolidated statement of operations for the nine
months ended March 31, 1996 assumes the
transaction was consummated of July 1, 1995 and
the proforma condensed consolidated statement of
operations for the year ended June 30, 1995
assumes the transaction was consummated as of
July 1, 1994.
2. Eliminating Intercompany Receivables and Payables
Entries
Removes the Company's notes receivable and
interest receivable from Amerx and Amerx's notes
payable and interest payable to the Company.
Intercompany Income and Expense
Removes the Company's interest income accrued as
due from Amerx and Amerx's interest expense
accrued as due to the Company.
7
