10-K 1 fin0310k.txt 2003 10K FORM 10 K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For this fiscal year ended September 30, 2003, Commission file ------------------ number 03385 ----- HOLOBEAM, INC. -------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 22-1840647 ----------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 217 First Street, P.O. Box 287, Ho-Ho-Kus, NJ 07423-0287 ----------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 201-445-2420 ------------ Securities registered pursuant to Section 12(b) of the Act: Name of exchange on which Title of each class registered ------------------- ------------------------- Common Stock, Par Value $0.10 per share Over the Counter Securities registered pursuant to Section 12(g) of the Act: ----------------------------------------------------------------- (Title of Class) ----------------------------------------------------------------- (Title of Class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 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 x No --- --- State the aggregate market value of the voting stock held by non-affiliates of the Registrant. The aggregated market value shall be computed 1 by references to the price at which the stock sold, or the average bid and asked prices of such stock, as of a specified date within 60 days prior to date of filing. $5,406,543.00 at ------------ November 20, 2003 computed on the average of the bid and asked prices for Holobeam, Inc. common shares at November 20, 2003. Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date. 273,749 common Shares at December 12,2003. ----------------------------------------- DOCUMENTS INCORPORATED BY REFERENCE. ------------------------------------ 1.Annual Report Form 10K for the year ended September 30, 1994. 2.Financial Statements for the year ended September 30, 1995. 3.Financial Statements for the years ended September 30, 1990 and 1989. 4.Annual Report Form 10K for the years ended September 30, 1996 and 1997. 5.Holobeam, Inc. Defined Benefit Plan. 6.Financial Statements for the years ended September 30, 1998 and 1999. 7.Financial Statements for the years ended September 30, 2000 and 1999. 8.Financial Statements for the years ended September 30, 2001 and 2002. 9.Financial Statements for the years ended September 30, 2002 and 2003. 10.Annual Reports on Form 10K for the years ended September 30, 1998, 1999, 2000, 2001 and 2002. 11.Quarterly Reports on Form 10Q for the Quarter Ended June 30, 2003. 2 PART I ------ Item 1. Business ----------------- (a) In General. The Registrant was organized in October, --- ---------- 1967, and commenced doing business on January 1, 1968. The Registrant is engaged in the rental and development of real estate and was formerly engaged in developing surgical staples and the technology used to apply the staples. (b) Industry Segments. For financial information in regard --- ----------------- to Industry Segments, reference is made to Note 12 to the Financial Statements for the years ended September 30, 2003, 2002 and 2001. (c) Description of Business. --- ----------------------- (I) Principal Activities and (ii) Status of products and Real Estate Properties. Medical Staples --------------- The Registrant has discontinued its efforts in the area of medical staples for use in internal surgery. Several United States Patents and foreign patents were received covering a novel staple. The staple has been produced and animal testing took place during 2003, 2002 and 2001. Final test results indicated insufficient commercial value for the staple. As a result, the Registrant discontinued funding for the project during 2003. Real Estate Development and Rental Activities --------------------------------------------- The Registrant has rented two buildings it owns located at A&S Drive, Paramus, New Jersey: one to The Sports Authority, Inc. and the other to Comp USA, both for retail purposes. (iii) Raw Materials The Registrant believes that the components and materials necessary or useful to its operations will be available from diverse sources of supply. The 3 materials used for the Registrant's research activities were acquired through commercial businesses engaged in the distribution of such supplies. (iv) Patents. The Registrant has filed several patent applications and has several patents issued in connection with medical staples for use in internal surgery. These applications and patents are as follows: No. Serial No. Title of Invention Issue Date --- ---------- ------------------ ---------- 1. PCT/US94/02227 Staples 03/01/94 2. 08/512,766 Staples 08/09/95 3. 08/228,058 Staples 08/29/95 4. Canadian Pat. No. Improved Staples 08/18/98 2,155,750 (PCT NAT) 5. European Pat.94910801.3 Staples 03/01/94 6. Australian Pat.63568/94 Improved Staples 09/15/94 7. Japanese Pat. 6-520120 Staples 03/01/94 8. Brazilian Pat. Staples 03/01/94 PCT/US94/02227 9. 08/502,988 Staple Overlap 08/18/95 10. 07/753,116 Surgical Stapling 01/19/93 Method 11. 07/934,858 Surgical Stapling 11/23/93 Method 12. 08/024,501 Staples 08/30/94 13. US Pat. #5,445,648 Staples 08/29/95 14. US Pat. #5,342,396 Staples 08/30/94 15. US Pat. #5,263,973 Surgical Stapling 11/23/93 Method 16. US Pat. #5,667,527 Staples 09/16/97 17. US Pat. #5,749,896 Staple Overlap 05/12/98 18. Japanese Pat. #2672713 Improved Staples 07/11/97 4 19. Brazilian Pat.#9405840-7 Improved Staples 09/01/95 20. US Pat. #6,083,242 Improved Staples 07/04/00 21. Australian Pat. #704533 Improved Staples 08/05/99 During 2003 the Registrant's research activities in connection with the surgical staples was terminated. As a result, the unamortized portion of the Patents and Patent Applications costs associated with the surgical staple project were written off and charged to operations. Such write-off amounted to $60,052.00. (v) Non-seasonal Business. The Registrant does not believe that its products are subject to material seasonal changes. (vi) Working Capital. Not relevant. (vii) Customers. Not relevant. (viii) Backlog. Not relevant. (ix) Governmental Contracts. Not relevant. (x) Competition. During 2003 the Registrant discontinued its activities with respect to medical staples and their application. Results of the final phase of tests did not indicate sufficient commercial feasibility for the technology developed by the Registrant and funding of engineering and research was terminated. Competition in the real estate office rental segment of the Registrant's business activities was significant in the Bergen County, New Jersey market in 5 which the Registrant competes during the period when the Registrant was seeking suitable tenants for its rental properties. The obsolete style of the building owned by the Registrant prior to and during 1991 made the attraction of suitable tenants difficult. In an effort to increase the marketability of the Registrant's properties, the Registrant applied to the Borough of Paramus for a zoning change to allow retail use for the office building and for the adjacent site. In December 1991, the necessary change in zoning was approved. The then existing building was rented to The Sports Authority, Inc., a retailer of sporting goods. This building was substantially renovated by The Sports Authority, Inc. and Holobeam reimbursed them for their costs in connection with this renovation. During 1994, a 31,000 sq. ft. building was constructed on the Registrant's site located adjacent to the building leased to The Sports Authority, Inc. for use as a Computer City retail store. Tandy Corp., parent corporation of Computer City, commenced paying rent in October 1994. Holobeam reimbursed Tandy Corporation $1,189,675 as an allowance for costs of constructing the building and paving of the site, after a permanent Certificate of Occupancy was obtained. During 1998, Computer City Retail Stores were acquired by Comp USA. On January 23, 2000, Comp USA entered into a merger agreement with Grupo Sanborns, S.A. de C.V. and TPC Acquisition Corp., a subsidiary of Grupo Sanborns, S.A. de C.V. Tandy Corp. remains on the lease as guarantor. (xi) Research and Development. The Registrant has investigated methods for applying surgical staples and the technology presently used to fabricate and apply such staples. During 2003 and 2002, the Registrant expended $172,746.00 and $214,031.00, respectively, in 6 connection with the furtherance of this activity. Such costs have been currently expensed to operations and consist principally of materials, supplies and costs associated with design and development. During 2003 the Registrant terminated funding for the surgical staples project. (Reference is made to Form 10Q, Management's Discussion and Analysis of Financial Conditions and Results of Operations for the Quarter Ended June 30, 2003.) (xii) Environmental Compliances. The Registrant does not believe that compliance with Federal, State or Local provisions of a governmental nature which have been enacted or adopted regulating the discharge of material into the environment will have a materially adverse effect upon the capital expenditure requirements, earnings or competitive position of the Registrant. The Registrant's activities with regard to medical staple technology were limited to engineering, development and animal testing of medical staple design with fabrication and manufacturing of prototypes and models sub-contracted to other firms. The Registrant is not aware of any potential liabilities or costs associated with the disposal or handling of waste materials and is not aware of any potential violations of local, state or federal laws which regulate the technology. (xiii) Employees. At September 30, 2003 the Registrant employed three persons as compared to three persons at September 30, 2002 and three persons at September 30, 2001. (d) Financial Information About Foreign and Domestic --- ------------------------------------------------ Operations and Export Sales. --------------------------- The Registrant is not engaged in foreign operations and does not export to foreign countries. 7 Item 2. Properties ------------------- The Registrant's headquarters and principal facilities are located at 217 First Street, Ho-Ho-Kus, New Jersey 07423- 0287. The Registrant leases approximately 1,000 square feet of office and laboratory space. The Registrant owns two office buildings, one of 62,000 square feet and another of 31,000 square feet located at 50 A&S Drive, Paramus, New Jersey. One building was placed in service in October 1994, the other in 1982. (Reference is made to Notes 4, 8, 9 and 10 to the Financial Statements for the fiscal years ended September 30, 1995, 1991, 1990 and 1989.) Pertinent information concerning the Registrant's properties is as follows. (Reference is made to Schedule XI of the Registrant's Financial Statements accompanying Form 10K for the years ended September 30, 1997 and 1996.) 8 Building Building Paramus, NJ Paramus,NJ ----------- ---------- Year Acquired 1971 1994 Gross Square Footage 62,000 31,000 Percent Leased at 09/30/03 100% 100% Acquisition Cost $ 718,881 $2,592,513 (2) Capital Improvements Since Acquisition $3,649,850 (1) -0- Total Investment $4,587,133 (3) $2,826,843 (4) Mortgage Balance $4,511,328 $ -0- (1) Includes $3,567,267.00 of improvements to the building repaid to The Sports Authority, Inc. (the Tenant) upon closing of the Mortgage, but does not include additional amounts expended by The Sports Authority, Inc. since said closing. (2) Includes construction allowance of $1,189,675.00 for Tandy Corporation pursuant to the Operating Lease Agreement. (Now Comp USA.) (3) Includes land cost of $218,402 for the 62,000 sq. ft. building. (4) Includes land cost of $234,370 for the 31,000 sq. ft. building. In 1983, the Registrant purchased 2.799 acres of land located in Paramus, New Jersey and adjacent to the building owned by the Registrant at 50 A&S Drive. The purchase price was $173,565 which was paid in cash. Since 1983, the Registrant incurred costs in the amount of $60,805 for various improvements and architectural work relating to development of this property. During 1992, 1991 and 1990, the Registrant spent $293,784, $78,051 and $50,667 respectively in connection with an application for a use variance for the site and various site improvements that would enable the construction of a commercial or retail building on the site. The change in zoning to retail use was approved by the Borough of Paramus in December 1991. The change in zoning to allow retail use 9 also required new site plan approval because the change in use required new traffic pattern studies, parking lot re-design and significant additional changes in order to comply with governmental requirements. In addition, the Registrant expended $964,505 through September 30, 1994 for site plan approval and changes, and toward construction of a building on the site. No depreciation or amortization was recorded until the building and site were put into service. During October 1994, construction was completed by Tandy Corporation of a retail building on the Registrant's site. The building is now being used for a CompUSA retail store. (Reference is made to Note 13 to the Registrant's 1994 Financial Statements and to Item 1, Part X of the 1994 Annual Report on Form 10K.) The zoning change approval allowed for retail use of the property and significantly enhanced the opportunities for attracting a suitable tenants for the site. When purchased, the site adjacent to the building owned by the Registrant, required site engineering and costs to acquire site plan approval for a building from the appropriate governmental regulatory authorities. In addition, the Registrant expended funds during its efforts to change the zoning of the property from office use to retail use. This change in zoning allowed the Registrant to seek tenants engaged in retail operations and resulted in the October 1994 tenancy of Computer City. (Reference is made to Note 12 of the Financial Statements for the year ended September 30, 1997.) The Registrant was not able to lease the property since the original site plan allowing office use was not approved for retail use until the Computer City occupancy of October 1994. The market for office space had seen significant decline during 1990, 1991, 1992, 1993 and 1994. The occupancy rate for the building owned by the Registrant and under lease to The Sports Authority Inc. for the past five (5) years is as follows: 10 2003 100% 2002 100% 2001 100% 2000 100% 1999 100% The building owned by the Registrant and under lease to Tandy Corp. (now occupied by CompUSA) has been 100% occupied since October 1994. A summary of the amounts expended for such approvals for the three most recent fiscal years during which such expenditures were made appears below. No such expenditures were made in 1996, 1997, 1998, 1999, 2000, 2001, 2002 or 2003. 1994 1993 1992 ---- ---- ---- Zoning Changes and Site Plan Approvals: Legal Fees $ 2,859 $ 10,093 $ 15,840 Governmental Fees 11,827 55,811 19,990 Engineering 11,049 39,171 57,954 Paramus Park -0- -0- 200,000 ------- -------- ------- Total Related Costs $25,735 $105,075 $293,784 ======= ======= ======= The payment of $200,000 during 1992 to Paramus Park was a one-time fee in connection with removal of an existing deed restriction which prohibited adjacent retail activity. The balance of the payments for site plan approvals were paid to various engineering, legal and surveying firms in connection with professional services rendered to obtain governmental approvals. No payments to affiliated parties were made in connection with the zoning changes nor were any payments made to affiliated or related parties for the acquisition of site plan approval. During 1998, Computer City, Inc. retail stores were acquired by CompUSA, Inc., another retailer of computers, computer accessories and software. The Registrant accepted assignment of the Computer City lease by CompUSA and Tandy Corporation remains on the lease as the guarantor. Item 3. Legal Proceedings. --------------------------- There are no legal proceedings of a material nature to which the Registrant 11 is a party other than ordinary, routine litigation incidental to the business of the Registrant. Item 4. Submission to Matters to a Vote of Security Holders. ------------------------------------------------------------- None. 12 PART II Item 5. Market for the Registrant's Common Stock and Related ------------------------------------------------------------- Stockholder ----------- Matters. -------- (a) The Registrant's common stock is traded on the over-the-counter market. The bid price listed (Source: S&P Comstock) on December 12, 2003 was $26.00 per share. On July 18, 1983, the Registrant's shares were deleted from the NASDAQ system when no market maker for the Registrant's common stock any longer maintained registration as such with the NASDAQ System. (b) The approximate number of holders of Common Stock securities of the Registrant as of December 12, 2003 was 449. (c) No dividends have been paid or declared on the Common Stock of the Registrant during the 2003, 2002 or 2001 fiscal years. In making decisions regarding the possible payment of dividends, the Board of Directors considers the Re- quirements of the Registrant in such ongoing activities as real estate development and the research, development and engineering efforts of the Registrant as well as such obligations as mortgages and debentures. (d) Changes in Securities. (Reference is made for Form 10Q for the six-month period ended March 31, 1984, wherein the Registrant completed an exchange of common stock for 5% Debentures payable March 1, 1989. Reference is made to Notes 9 and 10 to the Financial Statements for the years ended September 30, 1989 and 1990.) The high and low bid information of the Registrant's common stock for the last two years was estimated to be as follows: (Source: Over the Counter Bulletin Board [OTCBB]). 13 2003 2002 ---- ---- high low high low ---- --- ---- --- Quarter Ended Dec. 31 25.50 20.00 15.00 14.50 Quarter Ended Mar. 31 26.00 17.00 25.00 18.00 Quarter Ended June 30 24.00 17.00 23.50 21.00 Quarter Ended Sept. 30 23.00 17.00 22.00 22.00 Such quotation represents prices offered by purchases without retail mark-up, mark-down or commission and may not represent actual sales transactions. Item 6. Selected Financial Data. -------------------------------- Financial information for the five-year period commencing October 1, 1998 and ending September 30, 2003 is presented below. HOLOBEAM, INC. SUMMARY OF SELECTED FINANCIAL DATA FOR THE YEARS ENDED SEPTEMBER 30,
RESTATED -------------------- 2003 2002 2001 2000 1999 ---- ---- ---- ---- ---- Gross Income $2,086,635 $2,071,508 $2,105,020 $2,109,860 $2,053,703 Net Income (Loss) 204,370 166,399 168,830 220,147 273,953 Weighted Average Number of Common Shares Outstanding 275,642 287,518 290,960 294,013 298,101 Earnings Per Share (Loss) 0.74 0.58 0.58 0.75 0.92 Total Assets 7,298,664 7,637,822 7,931,825 8,143,623 8,252,151 Long-Term Debt 4,059,346 4,511,321 4,925,540 5,305,149 5,653,044 Shareholders' Equity 1,902,922 1,952,727 1,905,433 1,767,071 1,628,040 Gross Rental Income 2,053,703 2,053,703 2,053,703 2,053,703 2,053,703 Net Rental Income 1,798,151 1,795,141 1,794,699 1,790,823 1,795,908
It should be noted that years ended 2000 and 1999 have been restated. (Reference is made to Note 16 to the financial statements of the Registrant for the year ending September 30, 2001.) 14 Item 7. Management's Discussion and Analysis of Financial ---------------------------------------------------------- Condition and ------------- Results of Operations. ---------------------- (1) Liquidity. --- ---------- Cash flows generated from operating activities during 2003 were $736,367.00 and were generated principally from the Registrant's real estate rental activities. The Registrant anticipates that cash flows associated with the real estate rental segment of its business will be sufficient to sustain operations during the terms of the operating leases on the properties owned by the Registrant in Paramus, New Jersey. (Reference is made to Note 3 of the accompanying financial statements for the years ended September 30, 2003 and 2002.) Minimum future rental income on the non-cancellable operating leases totals $17,303,862.00 and are expected to produce sufficient cash flows to fund the Registrant's activities through 2012, provided that there are no extraordinary events that would cause early termination of the operating leases. The operating leases are with Tandy Corporation/CompUSA and The Sports Authority, Inc. and expire in 2009 and 2012, respectively. Both leases contain options for renewal periods of five (5) years. During 2003, the Registrant's working capital decreased to $38,569.00, which represents a decrease of $150,834.00 when compared to the working capital at September 30, 2002. It is the opinion of the Registrant that sufficient cash flows will be provided by current revenues to sustain the Registrant's operating activities over the remaining terms of the operating leases. 15 (2) Capital Resources. --- ------------------ During 2003 the Registrant discontinued its funding of the experiments and engineering in connection with the surgical staples and their application. (Reference is made to Annual Report, Form 10K, Item 7., for the years ended September 20, 2000, 2001, 2002 and 2003.) The final phase of tests did not indicate sufficient commercial value for the Registrant to continue its financial support of the project and as a result, the testing, engineering and experiments were terminated during the third quarter of fiscal 2003. The Registrant's expenditures for the surgical staple development totalled $172,746.00 during 2003, down $41,285.00 when compared to 2002 expenses. Such decrease represents the reduction in expenses associated with the abandonment of the project. No expenditures for the project are expected during 2004. During 2003, the Registrant contributed $347,040.00 to its defined benefit pension plan for the year ended September 30, 2003. The contribution was charged to operations during each quarter of the year. The Registrant's funding policy is to make annual contributions in amounts sufficient to fully provide for all eligible employees' benefits by the time they retire. The Registrant expects to continue funding the plan in 2004 and anticipates no materially adverse effect upon its financial condition. (Reference is made to Note 14 to the accompanying financial statements for the years ended September 30, 2003 and 2002.) The Registrant's rental properties, located at 50 A&S Drive, Paramus, New Jersey do not require refurbishment or renovation at this time and none are planned for 2004. The tenants are responsible for real 16 estate taxes, maintenance expenses and insurance costs. The Registrant's costs and projected expenditures in connection with these properties is limited to depreciation and those costs that are normal, routine and incidental to its rental activities. The Registrant intends to investigate the potential for additional investments in rental properties in the Bergen County, New Jersey area where it conducts its present activities. Although there are no definitive plans at present to purchase additional properties, the Registrant will investigate available properties during 2004. If the Registrant should find viable rental properties and decides to purchase, sufficient equity exists in the existing properties owned by the Registrant to provide financing arrangements, if necessary. Any purchase of new properties is not expected to have a materially adverse effect upon the Registrant's financial condition. (3) Results of Operations. --- ---------------------- (a) The Registrant recorded after-tax income of $275,642.00 for the fiscal year ended September 30, 2003 which represents an increase of $37,971.00 when compared to the results of operations for the fiscal year ended September 30, 2002. Earnings per weighted average number of common shares outstanding were $0.74 and $0.58, respectively. Revenues for the period were $2,026,583.00, down $44,925.00 when compared to the total revenues recorded in 2002. The net decrease resulted principally from the write-off of the unamortized costs of patents as a result of the Registrant discontinuing activities associated with the surgical staples project. The abandonment of patents 17 in connection with the surgical staples resulted in a charge to revenues in the amount of $60,052.00. Total costs and expenses for the fiscal year ended September 30, 2003 were $1,673,405.00, down $146,506.00 from the $1,819,911.00 recorded in 2002. The reduced costs and expenses result from lower costs associated with the Registrant's surgical staple projects as activities were concluding during the third and fourth quarter of the year; reduced interest expense in connection with the Registrant's mortgage as the loan matures; and lower costs associated with the General and Administrative expenses. During 2001 the Registrant adopted FASB 13, accounting for leases. The effect of FASB 13 is to apportion escalation rental income contained in the operating leases in equal annual adjustments over the remaining terms of the leases. The Registrant's Statement of Operations for the years ended September 30, 2000 and 1999 have been restated to reflect this change. (Reference is made to Note 16 to the accompanying financial statements for the years ended September 30, 2002 and 2001.) The Registrant's rental properties had occupancy rates of 100% during 2003 and 2002 and such rates are expected to continue through 2009 when the CompUSA lease expires. Rental expenses for which the Registrant is responsible are expected to increase at or below the inflation rate for the geographical area in which the Registrant conducts its real estate rental activities. These inflationary increases are not expected to have a materially adverse effect upon the Registrant's results of operations or its financial condition. 18 The Registrant has no off-balance sheet contractual obligations or arrangements. (b) After-tax earnings for the year ended September 30, 2002 were $166,399.00, representing a decrease of $2,431.00 when compared to the results of operations for the previous year. Earnings per share were $0.58 for 2002 and 2001. Revenues decreased $33,512.00 to $2,071.508.00 when compared to 2001. Such decrease resulted from lower interest income received on the Registrant's money market fund investments during 2002. Total costs and expenses increased from $1,805,735.00 in 2001 to $1,819,911.00 in 2002, reflecting increases in costs incidental and necessary for the Registrant's administrative business activities. During 2001 the Registrant adopted FASB 13, Accounting for Leases. The effect of FASB 13 is to apportion escalation rental income contained on the operating leases in equal annual adjustments over the remaining terms of the operating leases. The Registrant's Statements of Operations for the years ended September 30, 2000, 1999 and 1998 have been restated to reflect this change. (Reference is made to Note 16 to the accompanying financial statements for the years ended September 30, 2002 and 2001.) Funding for the Registrant's surgical staple project was $214,031.00 for the year ended September 30, 2002 as compared to $183,089.00 for the twelve months ended September 30, 2001. The expenses represent costs associated with the engineering, research and development of the surgical staples and their application. During 2002 the project entered into a final phase of tests that ultimately determined the project's commercial feasibility and definitive 19 test results were published during 2003. There was no decision regarding additional funding beyond 2003 until such results were published. The continued funding of the project did not have any materially adverse effect. Revenues associated with the Registrant's real estate rental activities were $2,053,703.00 for the year ended September 30, 2002 and 2001 and are expected to continue t the same rate until the leases expire in 2009 and 2012. The properties have had occupancy rates of 100% during 2002 and 2001 and are expected to continue until 2009 when the CompUSA lease expires. Rental expenses were $258,572.00 for 2002 and are expected to increase at or below the current inflation rate for the geographical area in which the Registrant conducts its activities. Any such increases are not expected to have any materially adverse effect upon the Registrant's financial condition. (C) The Registrant's after-tax earnings for the year ended September 30, 2001 were $168,830.00 as compared to $220,147.00 for the year ended September 30, 2000. Earnings per share were $0.58 and $0.75 respectively. Revenues decreased $4,840.00 to $2,105,020.00 while general expenses increased $129,235.00. Cost increases were partially offset by a $29,276.00 decrease in interest expense associated with the Mortgage on the rental property owned by the Registrant. During 2001 the Registrant adopted FASB 13, accounting for leases. The effect of FASB 13 is to apportion escalation revenues contained in the operating leases in equal annual adjustments over the terms of the leases. The Registrant's 20 Statements of Operations for the years ended September 30, 2000, 1999 and 1998 have been restated to reflect this change. (Reference is made to Note 16 to the accompanying financial statements for the years ended September 30, 2000 and 1999.) The Registrant's properties at 50 A&S Drive, Paramus, New Jersey have had occupancy rates of 100% during 2001 and the rates are expected to continue at 100% until 2009 when the Comp USA lease expires. Rental expenses were $259,004.00 for 2001 and are expected to increase at or below the current inflation rate for the geographic area in which the Registrant has its real estate rental activities. The Registrant anticipates no material effect upon its financial condition as a result of such increases. The Registrant continued to fund the medical staple project during 2001. Expenses associated with the engineering, research and development of the project totaled $183,089.00 for the year as compared to $92,085.00 for 2000. During 2002, the Registrant continued to fund the medical staple project and conducted a final series of tests to determine the economic feasibility for the staple. The results did not indicate favorable economic potential and funding was discontinued in March 2003. (4) Other Matters --- ----------------- The Registrant was able to positively resolve the potential impact of the Year 2000 on the processing of data-sensitive information by the Registrant's computerized information system. The Year 2000 problem is the result of computer programs being written using two digits (rather than four) to define the applicable year. Any of the Registrant's 21 programs that have time-sensitive software could recognize a date using "00" as the year 1900 rather than the year 2000, which may have caused miscalculations or systems failures. The costs of addressing this issue did not have a material adverse impact on the Registrant's financial position, results of operations or cash flows. The Registrant devoted the necessary resources and resolved all significant Year 2000 issues. Item 8. Financial Statements and Supplemental Data. ---------------------------------------------------- Financial statements, supplementary financial information and Accountant's Report are filed with this report. (See Financial Statements and reports thereon of R.A. Fredericks and Company for 2003 and 2002.) Item 9. Disagreements on Accounting and Financial Disclosure. -------------------------------------------------------------- None. 22 PART III Item 10. Directors and Executive Officers of the Registrant. ------------------------------------------------------------- (a) The following Table identifies each Director of the Registrant and indicates his position with the Registrant, the duration of his term as Director and the date when he was first elected. Name and Age Title Term Date First Elected ------------------------------------------------------------------------- Melvin S. Cook Chairman of the Board 2005 Annual 1968 Age 72 President of Registrant Meeting William M. Hackett Treasurer of Registrant 2006 Annual 1984 Age 60 Meeting Beverly Cook Office Manager and 2004 Annual 1995 Age 67 Secretary of Registrant Meeting (b) The following Table represents the name and age of each officer of the Registrant, the positions and offices held by each, the term of each office and the period which each has served in the indicated office. Name and Age Title Term Date First Elected ------------------------------------------------------------------------ Melvin S. Cook Chairman of the Board Annual 1968 Age 72 William M. Hackett Treasurer of Registrant Annual 1975 Age 60 Beverly Cook Secretary of Registrant Annual 1997 Age 67 (1) Each officer has been selected to serve until the next Annual Meeting of the Board of Directors or until his respective successor shall be elected and shall quality. (c) There are no significant employees other than those identified in (a) and (b) above. 23 (d) The following Table summarizes the business experience and principal occupation during the last five years of each person who serves as a director of executive officer of the Registrant, as well as any other directorship held by persons serving as directors of the Registrant. Other Name Business Experience/Occupation Directorship ---------------------------------------------------------------- Melvin S. Cook Chairman of the Board of Directors and None President of the Registrant since its formation. William M. Hackett Vice President of Registrant from None August 23, 1975 until June 1, 1981 and Controller of Registrant and member of accounting staff from October 1973 to August 1975. Treasurer of Registrant from June 1981 to present. Vice President of CMA Co., Inc. from November 1986 to present. Elected President of CMA Co., Inc. in 1998. Beverly Cook Office Manager of Registrant from June 1, None 1981 until present. Married to Melvin S. Cook, President and Chairman of the Board of Directors. (f) Not applicable. Item 11. Management Compensation. ---------------------------------- (a) The following Table shows all direct remunerations paid by the Registrant during the fiscal year ended September 30, 2003 to each Director or Officer of the Registrant whose aggregate direct remuneration exceeds $100,000.00, and the direct remuneration paid all Directors and Officers of the Registrant as a group for such fiscal year. 24 HOLOBEAM, INC. Form 10K Summary Compensation Table September 30, 2003
Long Term Compensation ----------------------------------------------- Name and Annual Compensation Awards Payouts All Other ---------------------------- ---------------------------- ------------ Principal Position Year Salary Bonus Other Restricted Stock SUO/SARS LTIP Payouts Compensation ------------------ ---- ------ ----- ----- ---------------- -------- ------------ ------------ Melvin S. Cook 2003 $325,000 -0- -0- -0- -0- -0- -0- President and CEO 2002 325,000 -0- -0- -0- -0- -0- -0- and Director 2001 400,000 -0- -0- -0- -0- -0- -0- William M. Hackett 2003 25,000 -0- -0- -0- -0- -0- -0- Treasurer and 2002 25,000 -0- -0- -0- -0- -0- -0- Director 2001 25,000 -0- -0- -0- -0- -0- -0- Beverly Cook 2003 150,000 -0- -0- -0- -0- -0- -0- Secretary and 2002 137,500 -0- -0- -0- -0- -0- -0- Director 2001 99,999 -0- -0- -0- -0- -0- -0- All Officers and 2003 $500,000 -0- -0- -0- -0- -0- -0- Directors as a 2002 487,500 -0- -0- -0- -0- -0- -0- Group 2001 524,999 -0- -0- -0- -0- -0- -0-
25 Item 11 (cont'd.) ----------------- The Summary Compensation Table represents all aggregate forms of remuneration to the executive officers of the Registrant. There were no other payments or compensation awarded to the officers of the Registrant. (b) The Directors who are not employees of the Registrant receive standard attendance fees of $200 plus applicable expenses for travel. No Directors' fees were paid during 2003, 2002 and 2001. (c) The following Table sets forth all the options to purchase securities from the Registrant which were granted to or exercised by any of its directors and each officer whose direct remuneration exceeds $100,000.00 as well as all officers and directors as a group since October 1, 2002. All Directors and Officers as a Group ------------------------------------- Options Granted 0 Options Exercised 0 Unexercised Options Held at 9/30/03 0 (d) The following Table sets forth information about the Company's defined benefit pension plan benefits: Pension Plan Table Years of Service ---------------- Remuneration 37 ------------ ------------- $ 60,000.00 $ 60,000.00 160,000.00 160,000.00 200,000.00 160,000.00 Pensions are based upon average annual earnings (salary and bonus) for the highest three consecutive years of employment with the Registrant. For Melvin Cook and Beverly Cook, the amounts equaled $200,000.00 and $137,500.00, 26 respectively, as of September 30, 2003. Melvin Cook and Beverly Cook will be credited at normal retirement date with 37 years service each under the Pension Plan as of September 30, 2003. Pensions may be adjusted for a surviving spouse's pension or other options under the Pension Plan. Pensions are not subject to any other deduction for Social Security or any other amounts. (Reference is made to Note 14 of the accompanying Financial Statements for the year ended September 30, 2003.) 27 PART IV Item 12. Security Ownership of Certain Beneficial Owners and ------------------------------------------------------------- Management. ----------- (a) The stockholding of each person who is known by the Registrant to own beneficially more than 5% of any classes of securities as of December 10, 2003 is as follows: Title of Class Name & Address Amount Owned % of Class ----------------------------------------------------------------- Common Stock, Par Melvin S. Cook 124,500 45.2% Value $0.10 Per Share 217 First Street Ho-Ho-Kus, NJ 07423 Common Stock, Par Beverly Cook 95,000 34.6% Value $0.10 Per Share 217 First Street Ho-Ho-Kus, NJ 07423 (b) The stockholding of Officers and Directors as a group as of December 04, 2002 are as follows: Title of Class Amount Beneficially Owned % of Class --------------------------------------------------------------- Common Stock, Par Value 219,500 79.8% $0.10 Per Share (c) There are no contractual arrangements that might result in a change of control of Registrant. Item 13. Certain Relationships and Related Transactions - Not -------------------------------------------------------- Applicable Item 14. Exhibits, Financial Statement Schedules and Reports on ---------------------------------------------------------------- Form 8K ------- (a) Index to Financial Statement filed as part of the Annual Report and attached. (b) Reports on Form 8K. (c) Lease with The Sports Authority, Inc. filed as part of the 1993 Annual Report Form 10K-A. (d) Financial Statement Schedules. (e) Lease with Tandy Corp. filed as part of the 1995 Annual Report Form 10K. 28 The following is a list of Financial Statement Schedules filed as part of this Annual Report on Form 10K. All other schedules omitted herein are so omitted because either (1) they are not applicable, or (2) they required information is shown in the Financial Statements. Schedules --------- V Property and Equipment VI Accumulated Depreciation and Amortization of Property and Equipment VIII Allowances and Reserves X Supplementary Income Statement Information XI Real Estate and Accumulated Depreciation XII Mortgage Loans on Real Estate (e) Exhibits, including those incorporated by references. The following is a list of Exhibits filed as part of this Annual Report on Form 10K. Where so indicated by footnotes, Exhibits that were previously filed are incorporated by references. Legend for Documents Incorporated by Reference --------------------- Articles of Incorporation and By Laws Articles of Incorporation (1) By-Laws (1) By Laws as Amended (2) Instruments Defining Rights of Share- holders Including Indentures Specimen Certificate for Shares of Common Stock (1) Security Combination Agreement (1) 29 Additional Exhibits - Exchange Offer (3) - Lease with Sports Authority, Inc. (4) - Lease with Tandy Corporation (5) Form 8K - Change in Certifying Accountants (6) Form 8K-A - Change in Certifying Accountants (7) Defined Benefit Plan (8) Legend ------ (1) Filed September 21, 1968 as an Exhibit to Form 10K and incorporated herein by reference. (2) Filed December 15, 1986 as part of proxy statement and incorporated herein by reference. (3) Filed December 23, 1983 - Exchange Offer. (4) Filed October 12, 1994 as an exhibit to Form 10K-A and incorporated herein by reference. (5) Filed December 21, 1995 as an exhibit to Form 10K. (6) Filed November 15, 1996 and incorporated herein by reference. (7) Filed November 20, 1996 and incorporated herein by reference. (8) Filed August 8, 1998 with Quarterly Report 10Q and incorporated herein by reference. Supplemental Information ------------------------ No annual report or proxy material has been sent to security holders. Such annual report and proxy material are to be furnished to security holders subsequent to the filing of the annual report on this form. Copies of such material will be furnished to the Commission when it is sent to security holders. 30 HOLOBEAM, INC. Form 10K September 30, 2003 Signatures Pursuant to the requirements of Section 13 or 15(d) 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. Registrant Holobeam, Inc. ------------------ By William M. Hackett -------------------- Date December 12, 2003 ----------------- Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. HOLOBEAM, INC. By: Melvin S. Cook ------------------------------------ Melvin S. Cook President and Chairman of the Board Date: December 12, 2003 ------------------------------- By: William M. Hackett ------------------------------------ William M. Hackett Director and Treasurer Date: December 12, 2003 ------------------------------- By: Beverly Cook ------------------------------------ Beverly Cook Director and Secretary Date: December 12, 2003 ------------------------------- CERTIFICATIONS -------------- (a) The Registrant maintains disclosure controls and procedures that provide reasonable assurance that the Registrant is able to record, process and summarize and report the information required to comply with the Registrant's Exchange Act disclosure obligations and for the Registrant's own internal purposes. The Registrant has evaluated these controls and procedures at September 30, 2003 and has determined the controls and procedures to be effective in recording, processing, summarizing and reporting the information required by the Registrant's quarterly and annual Exchange Act reports. (b) There have been no significant changes in the Registrant's procedures or internal controls or in other factors that could significantly affect these controls subsequent to September 30, 2003, including corrective actions with regard to significant deficiencies and material weaknesses. As of September 30, 2003, the examination of controls and procedures did not disclose any significant deficiencies or material weaknesses. I, William M. Hackett, Treasurer, certify that: 1. I have reviewed this annual report on Form 10-K of Holobeam, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The Registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have: (a) designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; (b) evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and (c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The Registrant's other certifying officers and I have disclosed, 32 based on our most recent evaluation, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant's ability to record, process, summarize and report financial data and have identified for the Registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls; and 6. The Registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: 12/12/03 -------- William M. Hackett,Treasurer ---------------------------- William M. Hackett Treasurer I, Melvin S. Cook, President, certify that: 1. I have reviewed this annual report on Form 10-K of Holobeam, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The Registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have: (a) designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; (b) evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this 33 annual report (the "Evaluation Date"); and (c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The Registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant's ability to record, process, summarize and report financial data and have identified for the Registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls; and 6. The Registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: 12/12/03 -------- Melvin S. Cook, President ------------------------- Melvin S. Cook President 34 HOLOBEAM, INC. FINANCIAL STATEMENTS WITH INDEPENDENT ACCOUNTANTS' REPORT YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001 R.A. FREDERICKS & COMPANY, LLP CERTIFIED PUBLIC ACCOUNTANTS MANAGEMENT CONSULTANTS HOLOBEAM, INC. YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001 CONTENTS PAGE INDEPENDENT ACCOUNTANTS' REPORT F-1 FINANCIAL STATEMENTS: BALANCE SHEETS F-2-3 STATEMENTS OF OPERATIONS F-4 STATEMENTS OF SHAREHOLDERS' EQUITY F-5 STATEMENTS OF CASH FLOWS F-6 NOTES TO FINANCIAL STATEMENTS F-7-21 SCHEDULES FOR THE YEARS ENDED SEPTEMBER 30, 2003, 2002, AND 2001 V PROPERTY AND EQUIPMENT F-22 VI ACCUMULATED DEPRECIATION AND AMORTIZATION PROPERTY AND EQUIPMENT F-23 X SUPPLEMENTARY INCOME STATEMENT INFORMATION F-24 XI REAL ESTATE AND ACCUMULATED DEPRECIATION F-25 XII MORTGAGE LOANS ON REAL ESTATE F-26 ALL OTHER SCHEDULES HAVE BEEN OMITTED BECAUSE THEY ARE NOT APPLICABLE, OR THE INFORMATION IS SHOWN IN THE FINANCIAL STATEMENTS OR NOTES THERETO. R.A. FREDERICKS & COMPANY, LLP Certified Public Accountants Ralph A. Fredericks, CPA Ellen T. O'Donnell, CPA Mary V. Fox, CPA, CFE INDEPENDENT ACCOUNTANTS' REPORT To the Board of Directors and Stockholders' Holobeam Inc. Ho-Ho-Kus , New Jersey We have audited the accompanying balance sheets of Holobeam, Inc. as of September 30, 2003 and 2002 and the related statements of operations, shareholders' equity and statements of cash flows for the years ended September 30, 2003, 2002, and 2001. 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 auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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 Holobeam, Inc. as of September 30, 2003 and 2002, and the results of its operations and its cash flows for the years ended September 30, 2003, 2002, and 2001, in conformity with accounting principles generally accepted in the United States of America. Further, it is our opinion that the schedules referred to in the accompanying index present fairly the information set forth therein. R.A. FREDERICKS & COMPANY, LLP Montville, New Jersey December 2, 2003 F-1 170 Changebridge Road Unit B-4, Montville, New Jersey 07045 Tel: (973) 575-6200 Fax: (973) 575-5444 Members of the SEC Practice Section of the AICPA Division for CPA Firms. HOLOBEAM, INC. BALANCE SHEETS SEPTEMBER 30, 2003 AND 2002 ASSETS 2003 2002 CURRENT ASSETS Cash (including cash equivalents of $809,349 in 2003 and $782,731 in 2002) $ 913,436 $ 836,042 Accounts Receivable 18 102 Prepaid Income Taxes 7,688 48,782 Prepaid Expenses 6,391 5,713 -------- -------- TOTAL CURRENT ASSETS 927,533 890,639 -------- -------- PROPERTY AND EQUIPMENT-COST Real Estate: Land 452,772 452,772 Buildings and Building Improvements 6,961,244 6,961,244 -------- -------- TOTAL 7,414,016 7,414,016 Machinery and Equipment 88,815 86,992 Furniture and Fixtures 29,939 27,548 -------- -------- TOTAL 7,532,770 7,528,556 Less: Accumulated Depreciation and Amortization 2,584,733 2,364,867 -------- -------- PROPERTY AND EQUIPMENT-NET 4,948,037 5,163,689 -------- -------- OTHER ASSETS Patents and Patent Application Cost, net of accumulated amortization of $0 in 2003 and $259,469 in 2002 - 56,528 Deferred Charges 304,513 345,621 Unbilled Rents Receivable 1,118,581 1,181,345 -------- -------- TOTAL OTHER ASSETS 1,423,094 1,583,494 -------- -------- TOTAL ASSETS $ 7,298,664 $ 7,637,822 ======== ======== The accompanying notes are an integral part of the financial statements. F-2 HOLOBEAM, INC. BALANCE SHEETS SEPTEMBER 30, 2003 AND 2002 LIABILITIES AND SHAREHOLDERS' EQUITY 2003 2002 CURRENT LIABILITIES Mortgage Payable-Current Portion $ 451,982 $ 414,221 Accounts Payable 6,376 7,669 Deferred Rent 60,375 - Other Accrued Expenses 43,066 37,776 Accrued Pension 217,906 205,630 Income Taxes Payable 76,341 - Accrued Interest Payable 32,918 35,940 -------- -------- TOTAL CURRENT LIABILITIES 888,964 701,236 -------- -------- LONG-TERM LIABILITIES Mortgage Payable (Net of Current Portion) 4,059,346 4,511,321 Deferred Income Taxes 447,432 472,538 -------- -------- TOTAL LONG-TERM LIABILITIES 4,506,778 4,983,859 -------- -------- TOTAL LIABILITIES 5,395,742 5,685,095 -------- -------- SHAREHOLDERS' EQUITY Common Stock, Par Value $.10 Per Share Authorized 2,000,000 Shares, Issued 275,015 in 2003 and 287,697 in 2002 27,502 28,769 Additional Paid in Capital 9,226,979 9,540,472 Accumulated Deficit (7,337,414) (7,541,784) -------- -------- 1,917,067 2,027,457 Less: Cost of Shares in Treasury (600 in 2003 and 3,300 in 2002) (14,145) (74,730) -------- -------- TOTAL SHAREHOLDERS' EQUITY 1,902,922 1,952,727 -------- -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 7,298,664 $7,637,822 ======== ======== The accompanying notes are an integral part of the financial statements. F-3 HOLOBEAM, INC. STATEMENTS OF OPERATIONS YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001
2003 2002 2001 REVENUES Rental Income $ 2,053,703 $2,053,703 $2,053,703 Interest Income 17,219 13,805 47,354 Gain on sale of fixed assets - 4,000 3,963 Gain on sale of investments 13,630 - - Loss on abandonment of patent application costs (60,052) - - Other income 2,083 - - --------- --------- --------- TOTAL 2,026,583 2,071,508 2,105,020 --------- --------- --------- COSTS AND EXPENSES Rental Expense 255,552 258,572 259,004 General Expense 828,081 895,350 879,812 Interest Expense 417,026 451,958 483,830 Research and Development 172,746 214,031 183,089 --------- --------- --------- TOTAL 1,673,405 1,819,911 1,805,735 --------- --------- --------- INCOME BEFORE INCOME TAXES 353,178 251,597 299,285 INCOME TAX EXPENSE 148,808 85,198 130,455 --------- --------- --------- NET INCOME $ 204,370 $ 166,399 $ 168,830 ========= ========= ========= WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 275,642 287,518 290,960 --------- --------- --------- EARNINGS PER SHARE $ .74 $ .58 $ .58 ========= ========= =========
The accompanying notes are an integral part of the financial statements. F-4 HOLOBEAM, INC. STATEMENTS OF SHAREHOLDERS' EQUITY YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001
Additional Common Stock Paid-In Accumulated Treasury Stock Shares Amount Capital Deficit Shares Amount BALANCE, SEPTEMBER 30, 2000 305,598 $30,559 $9,825,498 $(7,877,013) 13,251 $211,973 Net Income 168,830 Purchase of Treasury Stock 1,835 30,468 -------- ------- ---------- ---------- ------- -------- BALANCE, SEPTEMBER 30, 2001 305,598 30,559 9,825,498 (7,708,183) 15,086 242,441 Net Income 166,399 Purchase of Treasury Stock 6,115 119,105 Retirement of Treasury Stock (17,901) (1,790) (285,026) (17,901) (286,816) -------- ------- ---------- ---------- ------- -------- BALANCE, SEPTEMBER 30, 2002 287,697 28,769 9,540,472 (7,541,784) 3,300 74,730 Net Income 204,370 Purchase of Treasury Stock 9,982 254,175 Retirement of Treasury Stock (12,682) (1,267) (313,493) (12,682) (314,760) -------- ------- ---------- ---------- ------- -------- BALANCE, SEPTEMBER 30, 2003 275,015 $ 27,502 $ 9,226,979 $(7,337,414) 600 $ 14,145 ======== ======= ========== ========== ======= ========
The accompanying notes are an integral part of the financial statements. F-5 HOLOBEAM, INC. STATEMENTS OF CASH FLOWS YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001 2003 2002 2001 CASH FLOWS FROM OPERATING ACTIVITIES Net Income $204,370 $168,399 $ 168,830 ------- ------- -------- Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation 219,866 216,888 209,890 Amortization 41,108 55,535 54,638 Patent and Patent Application Costs (3,524) (10,002) (7,933) Gain on Sale of Fixed Assets - (4,000) (3,963) Gain on Sale of Investment (13,630) - - Loss on Abandonment of Patent Application Costs 60,052 - - Increase (Decrease) in: Accounts Payable and Accrued Expenses 13,251 (28,126) (15,659) Deferred Income Taxes (25,106) 10,186 13,394 Deferred Rent 60,375 - - Income Taxes Payable 76,341 - - Decrease (Increase) in: Unbilled rents receivable 62,764 (25,465) (33,486) Accounts and Other Receivables 84 (56) (15) Interest Receivable - - 713 Prepaid Expenses (678) 21,546 720 Prepaid Income Taxes 41,094 (3,782) (45,000) ------- ------- -------- Total Adjustments 531,999 288,976 173,299 ------- ------- -------- Net Cash Provided by Operating Activities 736,367 455,375 342,129 ------- ------- -------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of Short-term Investments (290,779) - - Capital Expenditures (4,214) (49,082) (39,320) Sale of Short-Term Investments 304,409 - 738,517 Sale of Capital Assets - 4,000 11,100 ------- ------- -------- Net Cash Provided (Used) by Investing Activities 9,416 (45,082) 710,297 ------- ------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Principal Payments on First Mortgage (414,214) (379,609) (347,895) Purchase of Treasury Stock (254,175) (119,105) (30,468) ------- ------- -------- Net Cash Used by Financing Activities (668,389) (498,714) (378,363) ------- ------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 77,394 (88,421) 674,063 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 836,042 924,463 250,400 ------- ------- -------- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 913,436 $ 836,042 $ 924,463 ======= ======= ======== SUPPLEMENTAL CASH FLOWS DISCLOSURES Interest Paid $ 420,048 $ 454,728 $ 486,368 Income Taxes Paid $ 55,131 $ 78,799 $ 217,660 The accompanying notes are an integral part of the financial statements. F-6 HOLOBEAM, INC. NOTES TO FINANCIAL STATEMENTS YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001 NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Nature of Operations The Company is engaged in the rental of real property located in New Jersey for retail use and in development of surgical staples and the technology used to apply the staples for use in internal surgery. During 2003, the company terminated its activities in the development of surgical staples. b. Depreciation and Amortization It is the policy of the Company to provide for depreciation and amortization of the building and equipment on a straight-line and accelerated basis in amounts sufficient to write-off the cost of the assets over their estimated useful lives, which are as follows: Building and Building Improvements 31. 5 to 40 years Machinery and Equipment 5 to 7 years Furniture and Fixtures 7 to 10 years Maintenance and repairs are charged to operations in the year in which incurred, while replacements and betterments are capitalized by charges to the appropriate asset accounts. The cost and accumulated depreciation and amortization with respect to assets retired or otherwise disposed, are eliminated from the assets and related accumulated depreciation and amortization accounts and any profit or loss resulting therefrom is reflected in operations. Patent and patent application costs are amortized on a straight-line basis over a ten year period. c. Earnings Per Share Earnings per share of common stock has been computed by dividing net income by the weighted average number of common shares outstanding during the year. Diluted earnings per share of common stock is the same as earnings per share prior to dilution. d. Common Stock Each share of common stock is entitled to one vote. No such shares of common stock were reserved at September 30, 2003, 2002, or 2001. On May 1, 2003, the Company retired 12,682 shares of Treasury Stock purchased between May 2002 and March 2003 at a cost $314,760. On May 6, 2002, the Company retired 17,901 shares of Treasury Stock purchased between 1998 and April of 2002 at a cost of $286,816. F-7 HOLOBEAM, INC. NOTES TO FINANCIAL STATEMENTS YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001 NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) e. Statement of Cash Flows For purposes of reporting cash flows, all liquid investments with original maturities of three months or less are considered cash equivalents. f. Income Taxes Deferred income taxes are provided on temporary differences between financial statement and income tax bases of assets and liabilities. Generally, deferred tax assets are recognized in the current period for the future benefit of net operating loss carry forwards and items for which income has been recognized for financial statement purposes, but will be included in future periods for tax purposes. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. g. Deferred Charges It is the policy of the Company to charge costs associated with the acquisition of long term debt (mortgages) to expense over the term of the mortgage. In addition, the Company charges costs associated with the procurement of operating leases, specifically real estate brokers commissions, to expense during the term of the operating lease. h. Use of Estimates The preparation of financial statements requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from these estimates. i. Short-Term Investments The Company accounts for marketable securities in accordance with the provisions of SFAS No. 115 "Accounting for Certain Investments in Debt and Equity Securities". Short-term investments have an original maturity of more than three months and a remaining maturity of less than 1 year. These investments consist of marketable debt securities which are stated at amortized cost as the Company has classified these securities as held-to-maturity. F-8 HOLOBEAM, INC. NOTES TO FINANCIAL STATEMENTS YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001 NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) j. Revenue Recognition Base rental revenue is recognized on a straight-line basis over the terms of the respective leases. Unbilled rents receivable represents the amount by which straight-line rental revenue exceeds rents currently billed in accordance with the lease agreements. NOTE 2. INCOME TAXES 2003 2002 2001 Current taxes: Federal $ 131,321 $70,952 $89,950 State 42,593 4,060 27,110 --------- ------- ------- Total 173,914 75,012 117,060 --------- ------- ------- Deferred taxes: Federal (21,340) 8,660 11,385 State (3,766) 1,526 2,010 --------- ------- ------- Total (25,106) 10,186 13,395 --------- ------- ------- Provision for income taxes $148,808 $85,198 $130,455 ========= ======= ======= The deferred tax assets and liabilities recorded on the balance sheet as of September 30, are as follows: 2003 2002 2001 Deferred tax liabilities: Federal $380,317 $401,657 $392,994 State 67,115 70,881 69,358 -------- ------- ------- Total $447,432 $472,538 $462,352 ======== ======= ======= The sources of deferred income taxes for the years ended September 30, are as follows: 2003 2002 2001 Unbilled Rents Receivable $1,118,581 $1,181,345 $1,155,880 ========= ========= ========= The difference between the statutory federal income tax rate on income before income taxes and the Company's effective income tax rate is as follows: 2003 2002 2001 Federal statutory income tax rate 34% 34% 34% State tax provisions, net of federal benefits 6 6 6 Other 2 (6) 4 --- --- --- Effective income tax rate 42% 34% 44% === === === F-9 HOLOBEAM, INC. NOTES TO FINANCIAL STATEMENTS YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001 NOTE 3. RENTAL INCOME UNDER OPERATING LEASES The Company has leased two buildings at it's A & S Drive, Paramus, N.J. site for retail use. The Sports Authority, Inc. has leased the 62,000 sq. ft. building for a lease term of twenty (20) years and the Tandy Corporation has leased the 30,000 sq. ft. building for use as a Comp USA retail store for a lease term of fifteen (15) years. The tenants are also responsible for real estate taxes and other assessments as defined in the operating lease agreements. 2003 2002 2001 Buildings and building improvements: Cost $ 6,961,244 $6,961,244 $6,961,244 Accumulated depreciation 2,526,400 2,326,441 2,126,482 --------- --------- --------- Net buildings and building improvements $ 4,434,844 $4,634,803 $4,834,762 ========= ========= ========= The minimum future rentals on noncancellable operating leases for the years ending September 30, are as follows: 2004 $2,116,467 2009 $2,331,017 2005 2,225,142 2010 1,497,842 2006 2,225,142 2011 1,275,697 2007 2,233,965 2012 1,067,573 2008 2,331,017 ---------- Total $17,303,862 ========== Net rental income consists of the following: 2003 2002 2001 Rental income $2,053,703 $2,053,713 $2,053,703 Depreciation expense (199,960) (199,959) (199,959) Other expenses (55,592) (58,613) (59,045) ---------- --------- --------- Rental income, net $ 1,798,151 $1,795,141 $1,794,699 ========= ========= ========= F-10 HOLOBEAM, INC. NOTES TO FINANCIAL STATEMENTS YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001 NOTE 3. RENTAL INCOME UNDER OPERATING LEASES (Continued) In 2003, 2002, and 2001, depreciation expense included all depreciation of the rental buildings and building improvements. a) The Company entered into a triple net lease agreement with The Sports Authority, Inc. The term of the lease is twenty (20) years with four (4) options to extend the term for an additional period of five (5) years in each option. The Company was responsible for funding certain improvements to the building pursuant to the lease agreement and incurred costs amounting to $3,567,276 at September 30, 1993. The Company reimbursed The Sports Authority, Inc. for such improvements and on February 5, 1993 the original lease was amended and the base rent was increased to reflect the improved condition of the building. The Company obtained additional mortgage financing totaling $7,500,000 in order to fund reimbursement to The Sports Authority, Inc., whose former parent company, K-Mart Corporation (K-mart Corporation is a public company who recently filed for bankruptcy protection and announced that it will restate prior results) has guaranteed the incremental monthly rental payments over the remaining life of the lease. (See Note 7). The base annual rents under the amended lease were increased as follows: 2nd through 5th years $1,208,217 6th through 10th years 1,295,716 11th through 15th years 1,391,967 16th through 20th years 1,497,842 In addition to the rent, the tenant is responsible for real estate taxes and other assessments as defined in the operating lease. b) Tandy Corporation has constructed a 30,000 sq. ft. building on the Company's site located in Paramus, N.J. for use as a Comp USA retail store. Tandy Corporation commenced paying rent to the Company pursuant to the terms of the operating lease on October 1, 1994. The lease term is for fifteen (15) years at an annual rental of $630,000 for the first five years, $724,500 for the second five years and $833,175 for the last five years. Tandy Corporation has three (3) options to extend the term of the lease for an additional period of five (5) years for each such option. F-11 HOLOBEAM, INC. NOTES TO FINANCIAL STATEMENTS YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001 NOTE 3. RENTAL INCOME UNDER OPERATING LEASES (Continued) Costs associated with the 30,000 sq. ft. building are as follows:* Construction allowance paid to Tandy Corporation $1,189,675 Costs incurred by the Company for use variance and site improvement (deferred until put in service at October 1, 1994) 434,821 Construction costs incurred through September 30, 1994 (deferred until put in service at October 1, 1994) 964,505 Construction costs incurred during 1995 3,512 --------- Total costs of 30,000 sq. ft. building occupied by Tandy Corporation. $2,592,513 ========= (*) Does not include costs of improvements incurred by the tenant. Tandy Corporation sold Computer City, Inc. to CompUSA, Inc. on September 1, 1998, the lease was assigned to CompUSA, Inc. and continues to be guaranteed by Tandy Corporation. On May 18, 2000 Tandy Corporation changed its name to Radioshack Corporation. On January 23, 2000, CompUSA, Inc. entered into a merger agreement with Grupo Sanborns, S.A. de C.V. and TPC Aquisition Corp., a subsidiary of Grupo Sanborns, S.A. de C.V. The financial information for Grupo Sanborns, S.A. de C.V. is unavailable. The lease continues to be guaranteed by Tandy Corporation. F-12 HOLOBEAM, INC. NOTES TO FINANCIAL STATEMENTS YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001 NOTE 3. RENTAL INCOME UNDER OPERATING LEASES (Continued) The following is a condensed summary of financial information on the above publicly held companies: Radioshack The Sports Corporation Authority K-Mart 12/31/02 2/02/03 1/30/03 (In Millions)(In Thousands)(In Millions) Current assets $ 1,707 $ 409,392 $ 6,102 ------ ------- ------- Total assets 2,228 609,008 11,238 ------ ------- ------- Current liabilities 828 227,566 2,120 ------ ------- ------- Total liabilities 1,500 392,131 2,924 ------ ------- ------- Total stockholders' equity 728 216,877 8,314 ------ ------- ------- Net sales 4,577 1,431,678 30,762 ------ ------- ------- Cost of sales 2,339 1,030,275 26,258 ------ ------- ------- Gross profit 2,238 401,403 4,504 ------ ------- ------- Income (loss) before income taxes (continuing) 425 19,070 (2,745) ------ ------- ------- Income tax expense (benefit) 162 40,599 (24) ------ ------- ------- Net income (loss)$ 263$ 59,669 $ (3,219) ------ ------- ------- NOTE 4. RESEARCH AND DEVELOPMENT Research and development expenses in the amount of $172,746 in 2003, $214,031 in 2002, and $183,089 in 2001, were charged to operations and included in costs and expenses. NOTE 5. RENT EXPENSE The Company leases approximately 1,000 square feet of office and laboratory space on an annual basis. Lease payments are $950 per month. Rent expense was $11,400 in 2003, $11,400 in 2002 and $11,400 in 2001. NOTE 6. PATENTS AND PATENT APPLICATION COSTS The Company has discontinued efforts relating to solar cells and semi-conductor technology. Work in the field has moved in other directions than that of the Company's technology and there has been a substantial reduction of government support in this technical area. The funding that had been received by laboratories exploring the Company's technology has also terminated. The Company terminated its efforts in the area of surgical staple development for use in internal surgery. Several United States Patents had been issued and foreign applications had been filed on a novel staple. Research and development costs in the amounts of $172,746, $214,031 and $183,089 have been expended in connection with the surgical staple during 2003, 2002 and 2001, respectively. F-13 HOLOBEAM, INC. NOTES TO FINANCIAL STATEMENTS YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001 NOTE 7. LONG-TERM DEBT Long-term debt consists of two loans, one in the amount of $6,000,000 payable in monthly installments of $55,328 including interest at 8.77% until 2011. The second loan in the amount of $1,500,000 is payable in monthly installments of $13,767 including interest at 8.7% until 2011. Costs incurred in connection with this mortgage amounted to $102,520 and are charged to expense over the life of the mortgage. This amount is included in the balance of deferred charges as detailed in Note 8. The expense for the next five (5) years is presented below: 2004 $5,126 2005 5,126 2006 5,126 2007 5,126 2008 5,126 The combined balance outstanding for each debt issued at the end of 2003, 2002, and 2001 is as follows: 2003 2002 2001 First Mortgage on 62,000 sq. ft. Building $4,511,328 4,925,542 $5,305,151 Less Current Portion 451,982 414,221 379,611 --------- --------- --------- Long-Term Portion $4,059,346 $4,511,321 $4,925,540 ========= ========= ========= The mortgage is secured by the land, building and operating lease agreement with The Sports Authority, Inc. (See Note 3). The principle payments of long-term debt for the term of the mortgage is as follows: 2004 $451,982 2009 $699,136 2005 493,181 2010 762,870 2006 538,140 2011 338,095 2007 587,197 2008 640,727 F-14 HOLOBEAM, INC. NOTES TO FINANCIAL STATEMENTS YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001 NOTE 8. DEFERRED CHARGES The composition of deferred charges and related amortization is as follows: Real Estate Brokers Commissions Mortgage Sports Tandy Total Costs Authority Corp. Original Cost $712,160 $102,520 $279,584 $330,056 Accumulated Amortization 407,647 54,677 154,936 198,034 ------- ------ ------- ------- Balance 9/30/03 $304,513 $ 47,843 $124,648 $132,022 ======= ====== ======= ======= Original Cost $712,160 $102,520 $279,584 $330,056 Accumulated Amortization 366,539 49,551 140,959 176,029 ------- ------ ------- ------- Balance 9/30/02 $345,621 $52,969 $138,625 $154,027 ======= ====== ======= ======= NOTE 9. DEFERRED SITE COST The Company incurred costs in connection with an application for a use variance and site improvements for the property owned by the Company at 50 A&S Drive, Paramus, New Jersey, adjacent to the building owned by the Company and leased to the Sports Authority, Inc. Such costs amounting to $806,656 have been considered to be part of the site cost and are included in fixed assets. NOTE 10. OTHER EMPLOYEE BENEFITS The Financial Accounting Standards Board issued SFAS No. 106 " Employers Accounting for Post Retirement Benefits", and SFAS No. 112 "Employers Accounting for Post Employment Benefits", which changed employers' accounting for these benefits. Since the Company has no post-retirement benefit plans, and does not offer post employment benefits, SFAS No. 106 and SFAS No. 112 are not applicable. The Financial Accounting Standards Board issued SFAS No. 132 "Employers' Disclosures about Pensions and Other Post Retirement Benefits." SFAS No. 132 is not applicable for post employment benefits, but is applicable to the company's pension plan (See Note 14). NOTE 11. CONCENTRATION OF CREDIT RISK Substantially all of the Company's income is rental income received from two tenants. These tenants are subject to long-term lease agreements (See Note 3). F-15 HOLOBEAM, INC. NOTES TO FINANCIAL STATEMENTS YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001 NOTE 12. FINANCIAL REPORTING BY BUSINESS SEGMENTS The Company has adopted Financial Accounting Standards Board Statement (SFAS) No. 131 "Disclosures About Segments of an Enterprise and Related Information". The Company's reportable segments are strategic business units that involve different products and services. They are managed by a single management team. The Company has three business segments as follows: Surgical Staples-Engaged in engineering and design of surgical staples for use in internal surgery, and in the technology used to fabricate the equipment issued to apply the staples. The Company has discontinued its research efforts relating to the surgical staple segment of its business in 2003. Electro-Optical-Engaged in engineering and development of equipment for the semi-conductor industry. The company has discontinued efforts relating to the electro-optical segment of its business. Rental-Engaged in the leasing of real estate the two retail buildings owned by the Company at 50 A&S Drive, Paramus, New Jersey. Approximately 98% of the Company revenues are earned by this segment, all of which is received from two tenants (see Note 11). The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company evaluates the performance of its operating segments based on income before income taxes. There are no intercompany sales. The Company derives all of its revenue in the United States. Summarized financial information concerning the Company's reportable segments is shown in the following table. The "Other" column includes corporate income and expense items not allocated to reportable segments. F-16 HOLOBEAM, INC. NOTES TO FINANCIAL STATEMENTS YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001 NOTE 12. FINANCIAL REPORTING BY BUSINESS SEGMENTS (Continued) Revenues 2003 2002 2001 Business Segments: Surgical Staples $ - $ - $ - Electro-Optical - - - Real Estate Rental 2,017,720 2,053,703 2,053,703 Other 32,932 17,805 51,317 --------- --------- --------- Total $2,050,652 $2,071,508 $2,105,020 ========= ========= ========= Income (Loss) Business Segments: 2003 2002 2001 Surgical Staples $ (172,746) $ (214,031)$ (183,089) Electro-Optical - - - Real Estate Rental 1,798,151 1,795,131 1,794,699 --------- --------- --------- Total 1,625,405 1,581,100 $1,611,610 --------- --------- --------- General and Administrative Expenses (828,081) (895,350) (879,812) Interest Expense (417,026) (451,958) (483,830) Other Income (27,120) 17,805 51,317 Income Tax Expense (148,808) (85,198) (130,455) --------- --------- --------- Total (1,421,035) (1,414,701)(1,442,780) --------- --------- --------- Net Income $ 204,370 $ 166,399 $ 168,830 ========= ========= ========= Business Segments: Identifiable Assets 2003 2002 2001 Surgical Staples $ - $ 55,179 $ 56,906 Electro-Optical - 1,349 4,047 Real Estate Rental 6,310,711 6,614,542 6,830,145 Other 987,953 966,752 1,040,727 --------- --------- --------- TOTAL ASSETS $ 7,298,664 $7,637,822 $7,931,825 ========= ========= ========= F-17 HOLOBEAM, INC. NOTES TO FINANCIAL STATEMENTS YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001 NOTE 12. FINANCIAL REPORTING BY BUSINESS SEGMENTS (Continued) Business Segments: Capital Expenditures 2003 2002 2001 Surgical Staples $ - $ - $ - Electro-Opitical - - - Real Estate Rental - - - Other 4,214 49,083 39,320 ------ ------- ------- $ 4,214 $ 49,083 $ 39,320 ====== ======= ======= Property and Equipment Business Segments Depreciation 2003 2002 2001 Surgical Staples $ - $ - $ - Electro-Optical - - - Real Estate Rental 199,959 199,959 199,959 Other 19,908 16,929 9,931 ------- ------- ------- $219,867 $216,888 $209,890 ======= ======= ======= Intangible Assets Amortization 2003 2002 2001 Surgical Staples $ - $ 11,728 $ 10,831 Electro-Optical - 2,698 2,698 Real Estate Rental 41,108 41,109 41,109 Other - - - ------ ------- ------- $ 41,108 $ 55,535 $ 54,638 ====== ======= ======= NOTE 13. FAIR VALUES OF FINANCIAL INSTRUMENTS The Company has a number of financial instruments, none of which are held for trading purposes. The Company estimates that the fair value of all financial instruments at September 30, 2003, does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying balance sheet. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgement is necessarily required in interpreting market data to develop the estimates of fair value, and accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange. F-18 HOLOBEAM, INC. NOTES TO FINANCIAL STATEMENTS YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001 NOTE 14. PENSION PLAN The Company established a defined benefit plan covering all eligible employees, who have completed one year of service. Benefits are based on years of service and the average compensation during the best three years of participation. The Company's funding policy is to make annual contributions to the plan in amounts such that all employees' benefits will be fully provided for by the time they retire. Contributions are intended to provide not only for benefits attributed to service to date but also for those expected to be earned in the future. Although it has not expressed any intention to do so, the Company has the right under the plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. The Company has adopted SFAS No. 132 "Employers' Disclosures about Pensions and Other Post Retirement Benefits". The provisions of SFAS No. 132 revise employers' disclosures about pension and other post retirement benefit plans. It does not change the measurement or recognition of this plan. It standardizes the disclosure requirements for pensions and other post retirement benefits to the extent practicable. The Company provides defined benefit pension plan to the employees. The following provides a reconciliation of benefit obligations, plan assets, and funded status of the plan. 2003 2002 2001 Changes in benefit obligation: Benefit obligation at October 1 $1,925,510 $1,782,702 $1,126,448 Service cost 306,184 370,905 328,535 Interest cost 167,601 162,099 185,032 --------- --------- --------- Benefit obligation at September 30 $2,394,295 $2,315,706 $1,640,015 ========= ========= ========= 2003 2002 2001 Change in plan assets: Fair value of plan assets at October 1 $1,810,644 $1,407,957 $1,014,185 Company contributions 334,764 398,584 341,103 Actual return on plan assets (49,318) 4,103 52,669 --------- --------- --------- Fair value of plan assets at September 30, $2,096,090 $1,810,644 $1,407,957 ========= ========= ========= Funded status of Plan $ (298,205) $(505,062) $(232,058) Unrecognized Net (Gain) Loss 177,071 396,204 159,063 --------- --------- --------- (Accrued) or Prepaid Pension $ (121,134) $(108,858) $ (72,995) ========= ========= ========= F-19 HOLOBEAM, INC. NOTES TO FINANCIAL STATEMENTS YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001 NOTE 14. PENSION PLAN (Continued) The net periodic pension cost for the year ended September 30, includes the following components: 2003 2002 2001 1. Service cost - benefits earned during the period $306,184 $370,905 $328,535 --------- --------- --------- 2. Interest cost on projected benefit obligation 167,601 162,099 114,801 --------- --------- --------- 3. Actual return on plan assets 49,318 (4,103) (52,629) --------- --------- --------- 4. Net amortization and deferral: a. Amortization of unrecognized net obligation (asset) at transition - - - b. Amortization of unrecognized prior service cost - - - c. Amortization of unrecognized net (gain) or loss (176,063) (94,454) (18,364) d. Asset gain or (loss) deferred - - - --------- --------- --------- e. Total (176,063) (94,454) $(18,364) --------- --------- --------- 5. Net periodic pension cost (credit) = (Item 1 + item 2 + item 3 + item 4 (e) $347,040 $434,447 $372,343 ========= ========= ========= The net periodic pension cost for 2003, 2002 and 2001 was determined based on a 7% discount rate and a long - term rate of return of 7% on plan assets. F-20 HOLOBEAM, INC. NOTES TO FINANCIAL STATEMENTS YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001 NOTE 15. SUPPLEMENTAL QUARTERLY FINANCIAL DATA (UNAUDITED) For the Fiscal Year Ended September 30, 2003 First Second Third Fourth Quarter Quarter Quarter Quarter Total Revenues $505,843 $531,467 $507,841 $481,432 Gross Profit N/A N/A N/A N/A Income Before Extraordinary Items 50,021 67,758 64,226 22,365 Weighted Average Number of Shares 278,277 274,985 271,242 274,492 Earnings Per Share .18 .25 .24 .08 Net Income $50,021 $67,758 $64,226 $22,365 For the Fiscal Year Ended September 30, 2002 First Second Third Fourth Quarter Quarter Quarter Quarter Total Revenues $501,718 $498,281 $499,095 $572,414 Gross Profit N/A N/A N/A N/A Income Before Extraordinary Items 63,009 16,539 42,892 43,959 Weighted Average Number of Shares 290,317 288,075 286,738 287,518 Earnings Per Share .22 .06 .15 .15 Net Income $63,009 $16,539 $42,892 $43,959 F-21 HOLOBEAM, INC. SCHEDULE V PROPERTY AND EQUIPMENT SEPTEMBER 30, 2003, 2002 AND 2001
Balance at Balance at Beginning End of CLASSIFICATIONS of Year Additions Retirements Year YEAR ENDED SEPTEMBER 30, 2001: Machinery and Equipment $ 66,939 $ 35,043 $ 38,930 $ 63,052 Furniture and Fixtures 20,633 4,277 - 24,910 -------- ----------- ----------- -------- TOTAL $ 87,572 $ 39,320 $ 38,930 $ 87,962 ======== =========== =========== ======== YEAR ENDED SEPTEMBER 30, 2002: Machinery and Equipment $ 63,052 $ 46,444 $ 22,504 $ 86,992 Furniture and Fixtures 24,910 2,638 - 27,548 -------- ----------- ----------- -------- TOTAL $87,962 $ 49,082 $ 22,504 $114,540 ======== =========== =========== ======== YEAR ENDED SEPTEMBER 30, 2003: Machinery and Equipment $ 86,992 $ 1,823 $ - $ 88,815 Furniture and Fixtures 27,548 2,391 - 29,939 -------- ----------- ----------- -------- TOTAL $114,540 $ 4,214 $ - $118,754 ======== =========== =========== ========
The accompanying notes are an integral part of the financial statements. F-22 HOLOBEAM, INC. SCHEDULE VI ACCUMULATED DEPRECIATION AND AMORTIZATION PROPERTY AND EQUIPMENT YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001
Balance at Balance at Beginning End of CLASSIFICATIONS of Year Additions Retirements Year YEAR ENDED SEPTEMBER 30, 2001: Machinery and Equipment $ 58,504 $ 7,138 $ 31,793 $ 33,849 Furniture and Fixtures 7,360 2,793 - 10,153 -------- ----------- ----------- -------- TOTAL $ 65,864 $ 9,931 $ 31,793 $ 44,002 ======== =========== =========== ======== YEAR ENDED SEPTEMBER 30, 2002: Machinery and Equipment $ 33,849 $13,201 $ 22,504 $ 24,546 Furniture and Fixtures 10,153 3,727 - 13,880 -------- ----------- ----------- -------- TOTAL $ 44,002 $ 16,928 $ 22,504 $ 38,426 ======== =========== =========== ======== YEAR ENDED SEPTEMBER 30, 2003: Machinery and Equipment $ 24,546 $ 16,328 $ - $ 40,874 Furniture and Fixtures 13,880 3,580 - 17,460 -------- ----------- ----------- -------- TOTAL $ 38,426 $19,908 $ - $ 58,334 ======== =========== =========== ========
The accompanying notes are an integral part of the financial statements. F-23 HOLOBEAM, INC. SCHEDULE X SUPPLEMENTARY INCOME STATEMENT INFORMATION YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001 2003 2002 2001 Maintenance and Repairs $ - $ - $ - ======= ========== ======= Depreciation and Amortization of Intangible Assets $41,108 $ 55,535 $ 54,638 ======= ========== ======= Taxes, Other than Payroll and Income Tax Franchise $ 10,060 $ 10,060 $ 10,620 Real Estate - - - Other 213 213 58 ------- ---------- ------- $10,273 $ 10,273 $10,678 ======= ========== ======= Royalties $ - $ - $ - ======= ========== ======= Advertising $ - $ - $ 189 ======= ========== ======= The accompanying notes are an integral part of the financial statements. F-24 HOLOBEAM, INC. SCHEDULE XI REAL ESTATE AND ACCUMULATED DEPRECIATION SEPTEMBER 30, 2003
Life in Which Deprec- Cost Capitalized Gross Amount at (2) iaton Initial Subsequent Which Carried at Accum- in Latest Cost to Company To Acquisition Close of Period (1) ulated Date Date Income Incum - Bldg & Carrying Bldg & Deprec- of Acqu- Stmt is brances Land Improv Improv Costs Land Improv Total iation Constr. ired Computed Improved Land Paramus, NJ $ 0 $218,402 $ 0 $ 0 $ 0 $218,402 $ 0 $ 218,402 $ 0 1971 - Improved Land Paramus, NJ 0 173,565 0 60,805 0 234,370 0 234,370 0 1983 - Building I Paramus, NJ Improvements 4,511,328 0 718,881 3,649,850 0 0 4,368,731 4,368,731 1,933,667 1958 1971 3 to 40 years Building II Paramus, NJ 0 0 2,592,513 0 0 0 2,592,513 2,592,513 592,733 1995 1995 30 Years --------- ------- --------- --------- -- ------- --------- --------- --------- $4,511,328 $391,967 $3,311,394 $3,710,655 $ 0 $452,772 $6,961,244 $7,414,016 $2,526,400 ========= ======= ========= ========= == ======= ========= ========= =========
of Year $7,414,016 $7,414,016 $7,414,016 of Year $2,326,441 $2,216,482 $1,926,523 Additions: Additions: Improvements 0 0 0 Depreciation 199,959 199,959 199,959 Acquisitions 0 0 0 Less Retirements 0 0 0 --------- --------- --------- --------- --------- --------- 7,414,016 7,414,016 7,414,016 Deductions Balance at During Year: End of Year: $2,526,400 $2,326,441 $2,126,482 Retirements 0 0 0 ========= ========= ========= Cost of Real Estate Sales 0 0 0 --------- --------- --------- Balance at End of Year $7,414,016 $7,414,016 $7,414,016 ========= ========= =========
The aggregate cost for Federal income tax purposes at September 30, 2003 is $7,414,016. The accompanying notes are an integral part of these financial statements. F-25 HOLOBEAM, INC. SCHEDULE XII MORTGAGE LOANS ON REAL ESTATE SEPTEMBER 30, 2003
Principal Amount of Loans Face Carrying Subject to Periodic Amount Amount Delinquent Interest Final Maturity Payment Prior of of Principal Rate Date Terms Items Mortgage Mortgage(1) or Interest Mortgage Payable Building and Improvements 8.7% February 5, 2011 $13,367 None $1,500,000 $ 900,567 None Mortgage Payable Building and Improvements 8.77% February 5, 2011 $56,328 None $6,000,000 $3,610,761 None --------- $4,511,328 =========
Activity for the three years ended September 30, 2003 is as follows: 2003 2002 2001 Balance at Beginning of Year $4,925,542 $5,305,152 $5,653,046 Additions During Year: Commercial Loans 0 0 0 New Mortgages 0 0 0 --------- --------- --------- 4,925,542 5,305,152 5,653,046 Deductions During Year: Principal Payments 414,214 379,610 347,895 Mortgage Payments 0 0 0 --------- --------- --------- Balance at End of Year $4,511,328 $4,925,542 $5,305,151 ========= ========= ========= (1) The cost for Federal income tax Purposes at 9/30/03 $4,511,328 The accompanying notes are an integral part of these financial statements. F-26