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SECURITIES AND EXCHANGE COMMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of Earliest Event Reported): August 31, 2001
SONICS & MATERIALS, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
0-20573 06-0854713
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(Commission (I.R.S. Employer
File Number) Identification No.)
53 Church Hill Road
Newtown, CT
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(Address of Principal Executive Offices)
06470
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(Zip Code)
(203) 270-4600
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(Registrant's Telepone Number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
This Amendment No. 1 to the Registrants Report on Form 8-K, dated
August 31, 2001, is made in order to file, as required by Items 7(b) of Form
8-K, the pro-forma financial information in connection with the Registrant's
disposition of its property located at 53 Church Hill Road, Newtown,
Connecticut.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro-forma financial information reflects the disposition of the
property located at 53 Church Hill Road, Newtown, Connecticut.
SONICS & MATERIALS, INC.
UNAUDITED PRO FORMA FINANCIAL INFORMATION
On August 31, 2001, Sonics sold its Newtown, Connecticut real estate, consisting
of land and its principal offices and manufacturing facility, to Acme Realty
("Acme"), a New York general partnership. The purchase price was $4,000,000
cash, less expenses of approximately $244,000. Upon completion of the sale,
Sonics signed a triple net lease with Acme for an initial noncancelable term of
ten years, with options to renew for two additional five-year periods. Sonics
will occupy 58,363 square feet of the building for the first year of the lease,
and 44,500 square feet for the balance of the lease term.
The following unaudited pro forma financial statements include the historical
financial statements of Sonics as of and for the year ended June 30, 2001, and
include adjustments as explained in the accompanying notes. These unaudited pro
forma financial statements are not necessarily indicative of the actual
financial results that would have occurred if the transaction described above
had been effective on and as of the dates indicated and may not be indicative of
operations in future periods or as of future dates.
SONICS & MATERIALS, INC.
UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
JUNE 30, 2001
Pro forma Pro Forma
Historical Adjustments as adjusted
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ASSETS
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Current assets
Cash and cash equivalents $ 820,835 $ 407,403 (1) $ 1,228,238
Accounts receivable - net 1,335,861 1,335,861
Inventories 3,961,383 3,961,383
Other current assets 65,788 65,788
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Total current assets 6,183,867 407,403 6,591,270
Property and equipment - net 3,754,724 (3,418,788)(1) 335,936
25,012 (1)
Other assets 618,925 (38,729)(2) 605,208
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Total assets $ 10,557,516 $ (3,025,102) $ 7,532,414
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Current liabilities
Note payable - bank $ 1,190,000 $ 1,190,000
Current maturities of long-term debt 186,781 $ (33,421)(1) 153,360
Accounts payable and accrued expenses 877,217 (14,424)(1) 862,793
Customer advances 147,535 147,535
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Total current liabilities 2,401,533 (47,845) 2,353,688
Deferred gain 336,735 (3) 336,735
Long-term debt 3,381,460 (3,275,263) 106,197
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Total liabilities 5,782,993 (2,986,373) 2,796,620
Stockholders' equity
Common stock 105,603 105,603
Additional paid-in capital 6,575,010 6,575,010
Accumulated deficit (1,906,090) (38,729)(2) (1,944,819)
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Total stockholders' equity 4,774,523 (38,729) 4,735,794
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Total liabilities and stockholders' equity $ 10,557,516 $ (3,025,102) $ 7,532,414
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SONICS & MATERIALS, INC.
UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 2001
Pro forma Pro Forma
Historical Adjustments as adjusted
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Net sales $ 11,347,937 $ 11,347,937
(55,145)(1)
Cost of sales 7,767,931 302,167 (2) 8,014,953
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Gross profit 3,580,006 (247,022) 3,332,984
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Operating expenses:
Selling 2,477,305 2,477,305
(24,775)(1)
General and administrative 1,340,930 135,756 (2) 1,417,911
(34,000)(3)
Research and development 410,346 410,346
Loss on assets held for sale 1,016,094 1,016,094
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Total operating expenses 5,244,675 76,981 5,321,656
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Operating loss (1,664,669) 324,003 (1,988,672)
Interest - net 339,809 (226,004)(4) 113,805
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Loss before income taxes (2,004,478) (97,999) (2,102,477)
Provision for income taxes 73,737 73,737
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Loss from continuing operations $ (2,078,215) $ (97,999) $ (2,176,214)
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Net loss per share $ (0.59) $ (0.62)
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Shares used in per share computation 3,520,100 3,520,100
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SONICS & MATERIALS, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS
Balance sheet:
(1) Records the sale of Sonics' Newtown, Connecticut real estate, the
repayment of mortgage loan principal and accrued interest, and payment of
the security deposit, as if the transaction occurred on June 30, 2001.
(2) Records the write-off of deferred loan fees related to the mortgage loan.
(3) Records the deferred gain on sale of the property. The gain will be
amortized to earnings over the lease term.
Statement of Operations:
(1) Records the reversal of annual depreciation expense on the property.
(2) Records annual rent expense for the initial year of the lease, based on
usage of 58,363 square feet. Rent for subsequent years will be based on
usage of 44,465 square feet.
(3) Records amortization of the deferred gain on sale of the property.
(4) Records the reversal of interest expense incurred on the building
mortgage loan.
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, THEREUNTO DULY AUTHORIZED.
Sonics & Materials, Inc.
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(Registrant)
November 14, 2001 /s/ Lauren H. Soloff
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Lauren H. Soloff
Vice President, Corporate Secretary