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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Micron Solutions Inc | AMEX:MICR | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.30 | 0 | 01:00:00 |
DELAWARE
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72-0925679
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. employer identification no.)
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Part I
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Three months ended June 30,
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Six months ended June 30,
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||||||||||||
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2014
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2013
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2014
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|
2013
|
||||||||
Net sales
|
|
$
|
6,253,757
|
|
|
$
|
4,880,445
|
|
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$
|
12,283,600
|
|
|
$
|
10,523,634
|
|
Cost of sales
|
|
5,119,734
|
|
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4,322,779
|
|
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9,838,291
|
|
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9,013,820
|
|
||||
Gross profit
|
|
1,134,023
|
|
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557,666
|
|
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2,445,309
|
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1,509,814
|
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||||
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||||||
Selling and marketing
|
|
240,408
|
|
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246,839
|
|
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532,080
|
|
|
487,214
|
|
||||
General and administrative
|
|
543,235
|
|
|
585,345
|
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1,137,866
|
|
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1,309,475
|
|
||||
Research and development
|
|
85,694
|
|
|
61,293
|
|
|
182,521
|
|
|
120,695
|
|
||||
Total operating expenses
|
|
869,337
|
|
|
893,477
|
|
|
1,852,467
|
|
|
1,917,384
|
|
||||
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|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
|
264,686
|
|
|
(335,811
|
)
|
|
592,842
|
|
|
(407,570
|
)
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest expense
|
|
(70,529
|
)
|
|
(196,999
|
)
|
|
(140,678
|
)
|
|
(207,545
|
)
|
||||
Other income (expense), net
|
|
46,687
|
|
|
7,905
|
|
|
48,998
|
|
|
7,769
|
|
||||
Total other expense, net
|
|
(23,842
|
)
|
|
(189,094
|
)
|
|
(91,680
|
)
|
|
(199,776
|
)
|
||||
Income (loss) from continuing operations before income taxes
|
|
240,844
|
|
|
(524,905
|
)
|
|
501,162
|
|
|
(607,346
|
)
|
||||
Income tax provision
|
|
1,030
|
|
|
2,352,478
|
|
|
2,207
|
|
|
2,267,969
|
|
||||
Net income (loss) from continuing operations
|
|
239,814
|
|
|
(2,877,383
|
)
|
|
498,955
|
|
|
(2,875,315
|
)
|
||||
Discontinued Operations:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from discontinued operations, net of tax provisions of $0 and $5,031 for the three months ended June 30, 2014 and 2013, respectively and net of tax provisions of $0 and $5,031 for the six months ended June 30, 2014 and 2013, respectively
|
|
646
|
|
|
(12,808
|
)
|
|
(1,779
|
)
|
|
(20,546
|
)
|
||||
Net income (loss)
|
|
$
|
240,460
|
|
|
$
|
(2,890,191
|
)
|
|
$
|
497,176
|
|
|
$
|
(2,895,861
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) per share - basic
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
0.09
|
|
|
$
|
(1.06
|
)
|
|
$
|
0.18
|
|
|
$
|
(1.06
|
)
|
Discontinued operations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
Income (loss) per share - basic
|
|
$
|
0.09
|
|
|
$
|
(1.06
|
)
|
|
$
|
0.18
|
|
|
$
|
(1.07
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) per share - diluted
|
|
|
|
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
0.09
|
|
|
$
|
(1.06
|
)
|
|
$
|
0.18
|
|
|
$
|
(1.06
|
)
|
Discontinued operations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
Income (loss) per share - diluted
|
|
$
|
0.09
|
|
|
$
|
(1.06
|
)
|
|
$
|
0.18
|
|
|
$
|
(1.07
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding - basic
|
|
2,723,582
|
|
|
2,704,239
|
|
|
2,722,914
|
|
|
2,704,239
|
|
||||
Weighted average common shares outstanding - diluted
|
|
2,815,578
|
|
|
2,704,239
|
|
|
2,798,163
|
|
|
2,704,239
|
|
Six months ended June 30,
|
|
2014
|
|
2013
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
497,176
|
|
|
$
|
(2,895,861
|
)
|
Loss from discontinued operations
|
|
1,779
|
|
|
20,546
|
|
||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
||
(Gain) loss on sale of property, plant and equipment
|
|
(24,500
|
)
|
|
—
|
|
||
Depreciation and amortization
|
|
750,616
|
|
|
688,089
|
|
||
Non-cash interest expense
|
|
13,842
|
|
|
—
|
|
||
Change in allowance for doubtful accounts
|
|
10,000
|
|
|
(77,098
|
)
|
||
Deferred income taxes
|
|
—
|
|
|
2,267,969
|
|
||
Share-based compensation expense
|
|
26,548
|
|
|
27,746
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
(83,113
|
)
|
|
(39,618
|
)
|
||
Inventories
|
|
(752,266
|
)
|
|
(36,105
|
)
|
||
Prepaid expenses and other current assets
|
|
(107,017
|
)
|
|
132,438
|
|
||
Other non-current assets
|
|
66,128
|
|
|
(94,558
|
)
|
||
Accounts payable
|
|
(397,948
|
)
|
|
(211,992
|
)
|
||
Accrued expenses and other current liabilities
|
|
879,531
|
|
|
242,612
|
|
||
Other non-current liabilities
|
|
(51,060
|
)
|
|
(38,195
|
)
|
||
Net cash provided by (used in) operating activities of continuing operations
|
|
829,716
|
|
|
(14,027
|
)
|
||
Net cash provided by (used in) operating activities of discontinued operations
|
|
(1,509
|
)
|
|
(310,301
|
)
|
||
Net cash provided by (used in) operating activities
|
|
828,207
|
|
|
(324,328
|
)
|
||
|
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
||||
Purchases of property, plant and equipment
|
|
(834,971
|
)
|
|
(703,737
|
)
|
||
Proceeds from sale of property, plant and equipment
|
|
24,500
|
|
|
—
|
|
||
Cash paid for patents and trademarks
|
|
(2,613
|
)
|
|
(31,385
|
)
|
||
Net cash provided by (used in) investing activities from continuing operations
|
|
(813,084
|
)
|
|
(735,122
|
)
|
||
Net cash provided by (used in) investing activities from discontinued operations
|
|
—
|
|
|
320,518
|
|
||
Net cash provided by (used in) investing activities
|
|
(813,084
|
)
|
|
(414,604
|
)
|
||
|
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
||||
(Payments on) proceeds from revolving line of credit, net
|
|
(478,000
|
)
|
|
2,174,493
|
|
||
Payments on demand line of credit
|
|
—
|
|
|
(800,000
|
)
|
||
Proceeds from equipment line of credit
|
|
116,905
|
|
|
—
|
|
||
Proceeds from term notes payable
|
|
—
|
|
|
1,500,000
|
|
||
Payments on term notes payable
|
|
(198,854
|
)
|
|
(1,273,742
|
)
|
||
Proceeds from stock option exercises
|
|
25,575
|
|
|
—
|
|
||
Restricted cash
|
|
—
|
|
|
(1,000,000
|
)
|
||
Net cash provided by (used in) financing activities from continuing operations
|
|
(534,374
|
)
|
|
600,751
|
|
||
Net cash provided by (used in) financing activities from discontinued operations
|
|
—
|
|
|
(55,002
|
)
|
||
Net cash provided by (used in) financing activities
|
|
(534,374
|
)
|
|
545,749
|
|
||
|
|
|
|
|
||||
Net decrease in cash and cash equivalents
|
|
(519,251
|
)
|
|
(193,183
|
)
|
||
Cash and cash equivalents
, beginning of period
|
|
751,275
|
|
|
508,590
|
|
||
Cash and cash equivalents
, end of period
|
|
232,024
|
|
|
315,407
|
|
||
Less: cash and cash equivalents of discontinued operations at end of period
|
|
—
|
|
|
2,495
|
|
||
Cash and cash equivalents of continuing operations at end of period
|
|
$
|
232,024
|
|
|
$
|
312,912
|
|
(continued)
|
|
|
Six months ended June 30,
|
||||||
Supplemental Cash Flow Information (unaudited)
|
|
2014
|
|
2013
|
||||
Cash paid for interest
|
|
$
|
119,229
|
|
|
$
|
40,593
|
|
Non-cash activities:
|
|
|
|
|
||||
Acquisition of equipment with equipment notes
|
|
$
|
—
|
|
|
$
|
272,500
|
|
Equipment line of credit converted to term notes payable
|
|
$
|
740,999
|
|
|
$
|
—
|
|
Reduction of restricted cash offset by performance guarantee
|
|
$
|
975,430
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Three months ended June 30,
|
Six months ended June 30,
|
||||||||||
|
2014
|
2013
|
2014
|
2013
|
||||||||
Income (loss) from continuing operations
|
$
|
239,814
|
|
$
|
(2,877,383
|
)
|
$
|
498,955
|
|
$
|
(2,875,315
|
)
|
Income (loss) from discontinued operations, net of tax
|
646
|
|
(12,808
|
)
|
(1,779
|
)
|
(20,546
|
)
|
||||
Net income (loss) available to common shareholders
|
$
|
240,460
|
|
$
|
(2,890,191
|
)
|
$
|
497,176
|
|
$
|
(2,895,861
|
)
|
|
|
|
|
|
||||||||
Basic EPS:
|
|
|
|
|
||||||||
Weighted average common shares outstanding
|
2,723,582
|
|
2,704,239
|
|
2,722,914
|
|
2,704,239
|
|
||||
|
|
|
|
|
||||||||
Income (loss) per share - basic
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.09
|
|
$
|
(1.06
|
)
|
$
|
0.18
|
|
$
|
(1.06
|
)
|
Discontinued operations
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(0.01
|
)
|
Consolidated basic EPS
|
$
|
0.09
|
|
$
|
(1.06
|
)
|
$
|
0.18
|
|
$
|
(1.07
|
)
|
|
|
|
|
|
||||||||
Diluted EPS:
|
|
|
|
|
||||||||
Weighted average common shares outstanding
|
2,723,582
|
|
2,704,239
|
|
2,722,914
|
|
2,704,239
|
|
||||
Assumed conversion of net common shares issuable under stock option plans
|
53,492
|
|
—
|
|
44,028
|
|
—
|
|
||||
Assumed conversion of net common shares issuable under warrants
|
38,504
|
|
—
|
|
31,221
|
|
—
|
|
||||
Weighted average common and common equivalent shares outstanding, diluted
|
2,815,578
|
|
2,704,239
|
|
2,798,163
|
|
2,704,239
|
|
||||
|
|
|
|
|
||||||||
Income (loss) per share - diluted
|
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.09
|
|
$
|
(1.06
|
)
|
$
|
0.18
|
|
$
|
(1.06
|
)
|
Discontinued operations
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(0.01
|
)
|
Consolidated diluted EPS
|
$
|
0.09
|
|
$
|
(1.06
|
)
|
$
|
0.18
|
|
$
|
(1.07
|
)
|
4.
|
Inventories, net
|
|
|
June 30, 2014
|
|
December 31, 2013
|
||||
Raw materials
|
|
$
|
915,578
|
|
|
$
|
947,765
|
|
Work-in-process
|
|
827,759
|
|
|
266,431
|
|
||
Finished goods
|
|
1,344,220
|
|
|
1,121,095
|
|
||
Total
|
|
$
|
3,087,557
|
|
|
$
|
2,335,291
|
|
5.
|
Property, Plant and Equipment, Net
|
|
|
Asset Lives (in years)
|
|
June 30, 2014
|
|
December 31, 2013
|
||||||
Machinery and equipment
|
|
3
|
to
|
15
|
|
$
|
13,932,828
|
|
|
$
|
13,734,528
|
|
Building and improvements
|
|
|
20
|
|
|
4,357,247
|
|
|
4,303,156
|
|
||
Vehicles
|
|
3
|
to
|
5
|
|
90,713
|
|
|
94,227
|
|
||
Furniture, fixtures, computers and software
|
|
3
|
to
|
5
|
|
1,338,793
|
|
|
1,317,189
|
|
||
Land
|
|
|
|
|
|
202,492
|
|
|
202,492
|
|
||
Construction in progress
|
|
|
|
|
|
583,154
|
|
|
177,473
|
|
||
Total property, plant and equipment
|
|
|
|
|
|
20,505,227
|
|
|
19,829,065
|
|
||
Less: accumulated depreciation
|
|
|
|
|
|
(12,832,478
|
)
|
|
(12,249,509
|
)
|
||
Property, plant and equipment, net
|
|
|
|
|
|
$
|
7,672,749
|
|
|
$
|
7,579,556
|
|
6.
|
Debt
|
|
June 30, 2014
|
December 31, 2013
|
|||||
Revolving line of credit, current
|
$
|
2,296,495
|
|
$
|
—
|
|
|
Revolving line of credit, non-current
|
$
|
—
|
|
$
|
2,774,495
|
|
|
Equipment line of credit, current portion
|
$
|
—
|
|
$
|
85,387
|
|
|
Equipment line of credit, non-current portion
|
$
|
—
|
|
$
|
538,707
|
|
|
June 30, 2014
|
December 31, 2013
|
|||||
Term notes payable
|
|
|
|||||
Commercial term loan
|
$
|
1,153,131
|
|
$
|
1,293,378
|
|
|
Equipment term loan
|
707,944
|
|
—
|
|
|||
Equipment notes
|
196,539
|
|
222,091
|
|
|||
Term notes payable
|
2,057,614
|
|
1,515,469
|
|
|||
Less: current portion
|
479,719
|
|
335,760
|
|
|||
Long-term notes payable
|
$
|
1,577,895
|
|
$
|
1,179,709
|
|
|
|
|
|
|
||||
Subordinated promissory notes
|
$
|
431,610
|
|
$
|
417,769
|
|
|
|
Number of options
|
|
Weighted average Exercise Price
|
|
Weighted average remaining contractual term (in years)
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding at December 31, 2013
|
|
256,500
|
|
|
$
|
5.61
|
|
|
5.3
|
|
—
|
|
|
Granted
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
||
Exercised
|
|
(9,600
|
)
|
|
3.41
|
|
|
—
|
|
—
|
|
||
Forfeited/expired
|
|
(56,500
|
)
|
|
7.15
|
|
|
—
|
|
—
|
|
||
Outstanding at June 30, 2014
|
|
190,400
|
|
|
5.26
|
|
|
6.6
|
|
—
|
|
||
|
|
|
|
|
|
|
|
|
|||||
Exercisable at June 30, 2014
|
|
83,400
|
|
|
$
|
5.90
|
|
|
4.9
|
|
$
|
118,476
|
|
Exercisable at December 31, 2013
|
|
120,000
|
|
|
$
|
6.34
|
|
|
2.5
|
|
$
|
8,850
|
|
|
June 30, 2014
|
December 31, 2013
|
||||
Cash
|
$
|
—
|
|
$
|
1,509
|
|
Total current assets from discontinued operations
|
—
|
|
1,509
|
|
||
Total assets from discontinued operations
|
$
|
—
|
|
$
|
1,509
|
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
320,056
|
|
$
|
319,787
|
|
Total current liabilities from discontinued operations
|
320,056
|
|
319,787
|
|
||
Total liabilities from discontinued operations
|
$
|
320,056
|
|
$
|
319,787
|
|
|
Three months ended June 30,
|
Six months ended June 30,
|
||||||||||
|
2014
|
2013
|
2014
|
2013
|
||||||||
Net sales
|
100.0
|
|
%
|
100.0
|
|
%
|
100.0
|
|
%
|
100.0
|
|
%
|
Cost of sales
|
81.9
|
|
|
88.6
|
|
|
80.1
|
|
85.7
|
|
||
Gross profit
|
18.1
|
|
%
|
11.4
|
|
%
|
19.9
|
%
|
14.3
|
%
|
||
Selling and marketing
|
3.8
|
|
|
5.1
|
|
|
4.3
|
|
4.6
|
|
||
General and administrative
|
8.7
|
|
|
12.0
|
|
|
9.3
|
|
12.4
|
|
||
Research and development
|
1.4
|
|
|
1.3
|
|
|
1.5
|
|
|
1.1
|
|
|
Other expense
|
(0.4
|
)
|
|
(3.8
|
)
|
|
(0.8
|
)
|
|
(1.9
|
)
|
|
Income (loss) before income tax provision and discontinued operations
|
3.8
|
|
|
(10.8
|
)
|
|
4.0
|
|
(5.7
|
)
|
|
|
Income tax provision
|
—
|
|
|
48.2
|
|
|
—
|
|
|
21.6
|
|
|
Income (loss) from continued operations
|
3.8
|
|
|
(59.0
|
)
|
|
4.0
|
|
(27.3
|
)
|
|
|
Income (loss) from discontinued operations
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
Net income (loss)
|
3.8
|
|
%
|
(59.2
|
)
|
%
|
4.0
|
%
|
(27.5
|
)
|
%
|
Exhibit Number
|
|
Description of Exhibit
|
|
Page
|
3.0
|
|
Articles of Incorporation.
|
|
(a)
|
3.1
|
|
Amended and Restated By-laws.
|
|
(b)
|
4.0
|
|
Form of Certificate evidencing shares of the Company's Common Stock.
|
|
(a)
|
4.6*
|
|
2001 Stock Option Plan.
|
|
(c)
|
4.10*
|
|
2010 Equity Incentive Plan.
|
|
(d)
|
4.11
|
|
Form of Subordinated Note.
|
|
(e)
|
4.12
|
|
Form of Subordination Agreement.
|
|
(e)
|
4.13
|
|
Form of Warrant to Purchase Common Stock.
|
|
(e)
|
10.48
|
|
Separation Agreement between James E. Rouse and the Company dated October 25, 2012.
|
|
(f)
|
10.49
|
|
Interim Agreement between Michael S. Gunter and the Company dated October 29, 2012.
|
|
(f)
|
10.50
|
|
First Amendment and Loan Modification dated March 11, 2013 between the Company and RBS Citizens, National Association and RBS Asset Finance, Inc.
|
|
(g)
|
10.51
|
|
Loan and Security Agreement between UniBank for Savings and Arrhythmia Research Technology, Inc. and Micron Products, Inc. dated March 29, 2013.
|
|
(g)
|
10.52*
|
|
Agreement and Releases between Arrhythmia Research Technology, Inc. and Michael S. Gunter dated March 31, 2013.
|
|
(g)
|
10.53*
|
|
Employment Agreement between Arrhythmia Research Technology, Inc. and Salvatore Emma, Jr. dated March 28, 2013, effective April 1, 2013.
|
|
(g)
|
10.54*
|
|
Amendment No. 2 to Executive Employment Agreement between David A. Garrison and the Company
dated June 7, 2013, effective January 1, 2007
.
|
|
(h)
|
10.55*
|
|
Amended and Restated Agreement and Release between the Company and David A. Garrison dated September 12, 2013.
|
|
(i)
|
10.56*
|
|
Employment Agreement between the Company and Salvatore Emma, Jr. dated January 9, 2014.
|
|
(g)
|
10.57*
|
|
Employment Agreement between the Company and Derek T. Welch dated January 9, 2014.
|
|
(g)
|
10.58
|
|
Third Amendment to Loan and Security Agreement and Commercial Equipment Line of Credit Promissory Note, dated June 26, 2014.
|
|
X-1
|
16.1
|
|
Letter from Grant Thornton LLP.
|
|
(j)
|
21.0
|
|
Subsidiaries.
|
|
(k)
|
31.1
|
|
Certification of the CEO pursuant to Rule 13a-14(a) or Rule 15(d)-14(a).
|
|
X-2
|
31.2
|
|
Certification of the CFO pursuant to Rule 13a-14(a) or Rule 15(d)-14(a).
|
|
X-3
|
32.1
|
|
Certification pursuant to 18 U.S.C. §1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
X-4
|
32.2
|
|
Certification pursuant to 18 U.S.C. §1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
X-5
|
|
ARRHYTHMIA RESEARCH TECHNOLOGY, INC.
|
August 8, 2014
|
By: /s/ Salvatore Emma, Jr.
|
|
Salvatore Emma, Jr.
|
|
President and Chief Executive Officer
|
|
(principal executive officer)
|
|
By: /s/ Derek T. Welch
|
|
Derek T. Welch
|
|
Corporate Controller
|
|
(principal financial and accounting officer)
|
1 Year Micron Solutions Chart |
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