<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE NINE MONTHS ENDED JUNE 30, 1996
BOONTON ELECTRONICS CORPORATION
State: New Jersey Identification No. 22-1543137
File No. 0-2364
Address: 25 Eastmans Road, P. O. Box 465,
Parsippany, New Jersey 07054-0465
Telephone: 201-386-9696
"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
Shares Outstanding:
June 30, 1996 1,556,585
June 30, 1995 1,326,785
<PAGE>
<TABLE>
(Unaudited)
BOONTON ELECTRONICS CORPORATION
BALANCE SHEETS
<CAPTION>
Assets:
- - ------
<S>
June 30, 1996 September 30, 1995
<C> <C>
Current assets:
Cash and cash equivalents $ 299,931 $ 146,568
Trade receivables 897,033 1,011,980
Inventories 1,337,700 1,203,358
Deferred tax benefit 107,412 107,412
Other current assets 165,329 263,570
---------- ----------
Total current assets 2,807,405 2,732,888
---------- ----------
Property and equipment-net 174,248 102,169
---------- ----------
Other assets:
Deferred tax benefit 1,186,170 1,186,170
Security deposits 67,768 67,768
---------- ----------
Other assets 1,253,938 1,253,938
---------- ----------
Total assets $ 4,235,591 $ 4,088,995
========== ==========
Stockholders' equity:
Current liabilities:
Bank loan $ - $ 97,765
Related party loans - current 32,279 -
Accounts payable - trade 326,775 288,128
Other current liabilities 410,492 417,762
Unsecured claims payable (Chapter
11 settlement) - current 66,662 101,515
------------ ----------
Total current liabilities 836,208 905,170
Related party loans - noncurrent 230,221 262,500
Unsecured claims payable (Chapter
11 settlement) - noncurrent 191,388 253,788
------------ ----------
Total liabilities 1,257,817 1,421,458
Commitments and contingencies ------------ ----------
Stockholders' equity:
Common stock 155,659 152,209
Capital in excess of par 4,052,784 4,388,431
Deficit (1,230,669) (940,812)
Treasury stock - (932,291)
----------- ----------
Total stockholders'equity 2,977,774 2,667,537
Total liabilities and ----------- ----------
stockholders' equity $ 4,235,591 $ 4,088,995
=========== ==========
</TABLE>
The accompanying footnotes are an integral part of these statements.
<PAGE>
<TABLE>
(Unaudited)
BOONTON ELECTRONICS CORPORATION
STATEMENTS OF OPERATIONS
<CAPTION>
For the Nine Months Ended
June 30 1996 June 30, 1995
<S> <C> <C>
Net sales $ 4,601,618 $ 4,967,463
Cost of goods sold 2,387,528 2,817,551
----------- -----------
Gross income 2,214,090 2,149,912
----------- -----------
Operating expenses:
Commissions 490,134 451,381
Research and development 667,592 522,280
Other operating expenses 1,117,670 961,039
----------- -----------
Total operating expenses 2,275,396 1,934,700
----------- -----------
Income/loss from operations (61,306) 215,212
----------- -----------
Interest expense 18,660 32,965
Other expense 58,547 175,398
----------- -----------
Total other expenses 77,207 208,363
----------- -----------
Income/(loss) before provision
for income taxes (138,513) 6,849
Provision for income taxes - -
----------- -----------
Income/(loss) before
extraordinary item (138,513) 6,849
Extraordinary item 151,344 -
----------- -----------
Net income/(loss) (289,857) 6,849
Stockholders' equity - beginning 2,667,537 2,388,694
Stock options exercised 36,656 31,875
Treasury stock - reissued 563,438 -
----------- -----------
Stockholders' equity - ending $ 2,977,774 $ 2,427,418
Weighted average number of shares =========== ===========
outstanding 1,428,545 1,326,785
=========== ===========
Earnings/(loss) per share:
Before extraordinary item ($0.10) $0.01
Extraordinary item (0.11) -
----------- ------------
Net ($0.21) $0.01
============ ============
</TABLE>
The accompanying footnotes are an integral part of these statements.
<PAGE>
<TABLE>
(Unaudited)
BOONTON ELECTRONICS CORPORATION
STATEMENTS OF OPERATIONS
<CAPTION>
For the Three Months Ended
June 30, 1996 June 30, 1995
<S> <C> <C>
Net sales $ 1,410,126 $ 1,818,211
Cost of goods sold 765,589 1,009,874
----------- -----------
Gross income 644,537 808,337
Operating expenses: ----------- -----------
Commissions 150,612 144,207
Research and development 238,300 184,323
Other operating expenses 384,026 341,122
----------- -----------
Total operating expense 772,938 669,652
----------- -----------
Income/(loss) from operations (128,401) 138,685
----------- -----------
Interest expense 8,941 13,004
Other expense 6,198 26,553
----------- -----------
Total other expenses 15,139 39,557
----------- -----------
Income/(loss) before
provision for taxes (143,540) 99,128
Provisions for income taxes - -
Income/(loss) before ----------- -----------
extraordinary item (143,540) 99,128
Extraordinary item 151,344 -
----------- -----------
Net income/(loss) (294,884) 99,128
Stockholders' equity -
beginning 3,251,408 2,328,290
Stock options exercised 21,250 -
----------- -----------
Stockholders' equity - ending $ 2,977,774 $ 2,427,418
=========== ===========
Weighted average number
of common shares out-
standing 1,537,244 1,326,785
=========== ==========
Earnings/(loss) per share
Before extraordinary item ($0.09) $0.07
Extraordinary item (0.10) -
----------- ----------
Net ($0.19) ($0.07)
=========== ==========
</TABLE>
The accompanying footnotes are an integral part of these statements.
<PAGE>
<TABLE>
(Unaudited)
BOONTON ELECTRONICS CORPORATION
STATEMENTS OF CASH FLOW
<CAPTION>
For the Nine Months Ended
June 30, 1996 June 30, 1995
<S> <C> <C>
Cash provided/(used)
by operations:
Net income/(loss) $ (289,857) $ 6,849
Adjustments to reconcile
net income:
Depreciation & amortization 13,824 15,252
Other - (2,493)
Decrease/(increase) in current assets:
Accounts receivable 114,947 (87,024)
Inventories (134,342) (211,337)
Other current assets 98,241 62,028
Increase/(decrease) in current
liabilities:
Accounts payable 38,647 269,220
Chapter 11 settlement - current (97,253) -
Accrued liabilities (7,270) (20,412)
-------- --------
Net cash provided/(used) by operations (263,063) 32,083
-------- --------
Cash flows from investing activities:
Proceeds from sale of assets - 2,493
Purchase of equipment (85,903) (70,168)
Other - 14,848
-------- --------
Net cash (used) by investing
activities (85,903) (52,827)
-------- --------
Cash flows from financing activities:
Loans from Board of Directors - 300,000
Payments on bank loans (97,765) (245,321)
Proceeds from sale of treasury stock 563,438 -
Proceeds from options exercised 36,656 31,875
-------- --------
Net cash (provided) by financing activities 502,329 86,554
-------- --------
Increase/(decrease) in cash and
cash equivalents 153,363 65,810
Cash and cash equivalents at
beginning of period 146,568 132,113
-------- --------
Cash and cash equivalents at
end of period $ 299,931 $ 197,923
======== ========
</TABLE>
The accompanying footnotes are an integral part of these statements.
<PAGE>
(Unaudited)
BOONTON ELECTRONICS CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 1996
[FN]
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
(A) Effective October 1, 1995, the wholly-owned subsidiaries of Boonton
Electronics Corporation were dissolved and converted to divisional operations.
The consolidated balance sheet information presented for September 30, 1995
includes the accounts of Boonton Electronics Corporation and its wholly-owned
subsidiaries, Boonton International Sales Corporation and Integra, Inc.
All material intercompany accounts and transactions have been eliminated in
consolidation.
(B) The Company accounts for uncollectible trade receivables under the
direct write-off method whereas generally accepted accounting principles
require provision for such expenses under the allowance method. The
departure was deemed to be immaterial.
(C) Inventories are stated at the lower of cost or market determined
by the first-in, first-out (FIFO) method.
(D) Property, plant and equipment have depreciation and/or amortization
calculated by the straight-line method for financial reporting purposes at
rates based on the following estimated useful lives:
Category Years
Building improvements 39
Machinery and equipment 5-10
Furniture and fixtures 5-10
Transportation equipment 3
The accelerated cost recovery system and modified accelerated cost recovery
system are used for income tax purposes. Expenditures for maintenance and
repairs are charged to expenses as incurred. Cost of major renewals and
betterments that extend the life of property and equipment are capitalized.
<PAGE>
(E) Income taxes. The Company adopted the provisions of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" which
requires a company to recognize deferred tax liabilities and assets for the
expected future tax consequences of events that have been recognized in a
company's financial statements or tax returns. Under this method, deferred
tax liabilities and assets are determined based on the differences between
the financial statement carrying amounts and tax basis of assets and
liabilities using expected tax rates in effect in the years in which
differences are expected to reverse. The Company has recognized the benefit
of net operating loss carryforwards applying the valuation allowance which
requires that the tax benefit be limited based on the weight of available
evidence and the probability that some portion of the deferred tax asset
will be realized.
Note 2 - PROCEEDINGS UNDER CHAPTER 11 AND GOING CONCERN PRESENTATION.
The Company operated under Chapter 11 proceedings for the period
September 7, 1993 through November 15, 1994 when, on the later date, an
order confirming the Company's Plan of Reorganization was entered by the
United States Bankruptcy Court, District of New Jersey, subject to the court
closing the case 180 days after said entry (Local Rule 25(a)), cause for
extension of time in closing case (Local Rule 25(b)), and filing of
application for allowance of fees and allowance within 90 days after entry
of final order confirming plan (Local Rule 25(c)).
In accordance with S.A.S. Section 560.03, the Company has adjusted
downward all liability accounts that were affected by the confirmed Plan
of Reorganization entered on November 15, 1994. Therefore, the financial
statements reflect the maximum liabilities to creditors under the Chapter 11
proceedings and the plan of reorganization. As a result of the plan of
reorganization, $1,487,552 of indebtedness was forgiven and was reported
as
<PAGE>
an extraordinary item in the financial statements for the fiscal year
ended September 30, 1994. The settlement of claims under the Plan of
Reorganization, which is reflected in the financial statements provided
the following net gains on restructured debt:
Notes payable - United Jersey Bank:
Working capital $2,748,358
Term loan 840,460
Accrued interest 300,867
----------
Secured debt balance 3,889,685
----------
Less: Chapter 11 settlement:
Proceeds from sale of land and
building 2,300,000
Note payable - United Jersey Bank 400,000
Payments on note - 3 months ended
ended August 1994 150,000
Net proceeds from sale at auction 48,044
Cash payments 101,956
----------
Chapter 11 agreement 3,000,000
----------
Gain on settlement - United Jersey Bank 889,685
Settlement with unsecured creditors -
Reduction of account payable
(unsecured debt) 443,210
Settlement with unsecured creditors -
Reduction of accrued expenses
(unsecured debt) 154,657
----------
Total gain on restructure of debt $1,487,552
==========
The settlement of unsecured claims under the confirmed Plan of
Reorganization totaling 35% of allowed claims for accounts payable and
accrued expenses, which is reflected in the financial statements, provided
for the following payments to be made subsequent to November 15, 1994:
10% From after tax proceeds from termination of the Company's
defined benefit pension plan. Disbursement for this initial
payment was made October 27, 1995.
5% One year after initial payment.
5% Two years after initial payment.
15% Three years after initial payment.
<PAGE>
Note 3 - INVENTORIES:
Raw Work in Finished
Total Materials Process Goods
6/30/96 $1,337,700 $607,544 $639,904 $90,252
9/30/95 1,203,358 496,238 649,284 57,836
NOTE 4 - PROPERTY AND EQUIPMENT:
Category June 30, 1996 September 30, 1995
Machinery and equipment $ 1,503,558 $ 1,436,087
Building and improvements 61,054 61,054
Furniture and fixtures 450,767 432,336
Transportation equipment 13,188 13,188
---------- ----------
2,028,567 1,942,665
Less: Accumulated depreciation (1,854,319) (1,840,496)
---------- ----------
$ 174,248 $ 102,169
========== ==========
NOTE 5 - PROVISION/(BENEFIT) FOR INCOME TAXES:
For the nine months ended
June 30
1996 1995
Federal tax at statutory rate $ (98,551) $ 2,329
Deferred tax benefit allowance 98,551 (3,439)
Other adjustments - net - 1,110
------- -------
Federal tax/(benefit) - -
------- -------
State tax expense - -
------- -------
Total tax provision/(benefit) $ - $ -
======= =======
The components of the net deferred income tax at June 30, 1996 and
September 30, 1995 are:
Deferred income tax asset $ 3,371,985
Less: Valuation allowance (2,078,403)
-----------
Net deferred tax asset $ 1,293,582
===========
Financial Accounting Standards Board Statement No. 109, Accounting
for Income Taxes, requires that the Company record a valuation allowance when
it is "more likely than not that some portion or all of the deferred tax
assets will not be realized". It further states that "forming a conclusion
that a valuation allowance is not needed is difficult when there is negative
evidence such as cumulative losses in recent years".
<PAGE>
The ultimate realization of the deferred income tax asset depends on
the ability to generate sufficient taxable income in the future. The Company
is undergoing substantial restructuring changes and has made strategic
realignments of its operations in association with its Plan of Reorganization.
Management believes these changes will result in future profitability.
While it is management's belief that these measures will allow the total
deferred income tax asset to be realized by future operating results, the
losses in recent years and a desire to be conservative both make it
appropriate to record a valuation allowance.
Accordingly, the Company has provided a valuation allowance (based on
estimated future taxable income) for a portion of the total deferred income
tax asset that will not be realized as related to the operating loss
carryforward and temporary differences.
Income tax laws allow for the utilization of loss carryforwards over
periods not to exceed 15 and 7 years for Federal and State purposes,
respectively. If the Company is not able to generate sufficient taxable income
in the future through operating results, increases in the valuation allowance
will be required through a charge to expense (reducing stockholders' equity).
In the event the Company reports sufficient profitability to use all of the
deferred income tax asset, the valuation allowance will be reduced through a
credit to expense (increasing stockholders' equity).
<PAGE>
NOTE 6 - NOTES PAYABLE - BANK:
June 30, September 30,
1996 1995
A. Bank:
United Jersey Bank
note payable (as part of
secured debt restructure
with bank) in monthly
installments of $25,000,
including interest at 8% per
annum, through January 1996 $ - $ 97,765
Less: current portion - 97,765
-------- --------
Noncurrent portion $ - $ -
======== ========
B. Related Party Loans:
Board of Directors' notes
dated February 6, 1995,
monthly payments commence
October 1, 1996 for five year
period. Interest at 9% per
annum. $ 262,500 $ 262,500
Less: current portion 32,279 -
-------- --------
Noncurrent portion $ 230,221 $ 262,500
======== ========
NOTE 7 - LIABILITIES SUBJECT TO COMPROMISE:
Pre-petition liabilities per the November 15, 1994 confirmed Plan of
Reorganization were compromised as follows:
Accounts payable $ 702,233
Accrued commissions 126,370
Accrued vacation 96,250
Accrued expenses 78,282
Accrued severance pay 25,108
---------
Total September 30, 1994 1,028,243
Court authorized payments/
adjustments (75,073)
---------
Balance subject to settlement 953,170
Amount discharged (593,605)
---------
Chapter 11 settlement 359,565
Initial 10% payment -
Oct. 27, 1995 (101,515)
---------
Balance as of June 30, 1996 258,050
Less: current portion 66,662
---------
Noncurrent portion $ 191,388
=========
<PAGE>
NOTE 8 - COMMITMENTS AND CONTINGENCIES:
Commitments:
(A) Retirement Plans:
The Company adopted a non-contributory employee pension plan effective
January 1, 1972, which was revised to meet the requirements of ERISA and
subsequent tax legislation. Substantially all employees were eligible to
participate. Under the plan, the Company was obligated to contribute such
amounts as were actuarially required to fund the plan. Effective
October 1, 1987, the Company adopted Statement of Financial Accounting
Standards No. 87, Employers' Accounting for Pensions (FAS No. 87), for its
non-contributory defined benefit employee pension plan.
Effective September 9, 1994, the Company terminated the plan pending
approval of the Internal Revenue Service and the Pension Benefit Guaranty
Corporation. Benefits provided by the plan ceased accruing on the same
date. Effective October 13, 1995 the assets of the plan were fully
distributed to the plan participants with an excess balance of $167,610
returned to the Company. As noted in Notes 2 and 7 above, the initial 10%
payment was made October 27, 1995 from the excess balance.
The components of the net periodic pension cost, based on FAS No. 87,
were as follows:
September 30,
1995 1994
Service cost $ - $ 49,181
Interest cost 179,716 200,227
Actual return on
plan assets (102,282) 149,190
Net amortization and
deferral (126,304) (443,784)
-------- --------
Net periodic pension
cost/(income) $ (48,870) $ (45,186)
======== ========
<PAGE>
The funded status and obligations of the plan were as follows:
September 30,
1995 1996
Vested benefit obligation $ 2,820,512 $ 2,601,226
========== ==========
Accumulated benefit obligation $ 2,820,512 $ 2,601,226
========== ==========
Projected benefit obligation $ 2,820,512 $ 2,601,226
========== ==========
Market value of SSTs $ 2,988,122 $ 3,146,445
========== ==========
Plan assets in excess of
projected benefit obligation $ 167,610 $ 545,219
Unrecognized adjustments:
Transition amount - (64,178)
Net loss - (96,774)
---------- ----------
Prepaid pension cost $ 167,610 $ 384,267
========== ==========
The actuarial assumptions used to determine the net periodic pension
cost, projected benefit obligation and accumulated benefit obligation were
as follows:
Discount rate 7.25% at September 30, 1994
Salary progression 4.05% compounded annually at
September 30, 1994.
Return on plan assets 7.00% compounded annually at
September 30, 1995 and 1994
Effective July 1, 1989, the Company adopted a defined contribution
plan for all eligible employees. In accordance with Internal Revenue Code
Section 401(k), the plan provides for elective deferral of up to 15% of
total compensation. The plan further provides for a Company matching
contribution of 50% of the elective deferral amount of each participant
that does not exceed 6% of total compensation. Effective January 1, 1994,
the matching Company contribution was suspended due to the Company's
financial condition and pending Plan of Reorganization. Effective
October 1, 1995, the matching
<PAGE>
Company contribution was reinstated. The amount charged to operations for
the six months ended June 30, 1996 was $34,072.
(B) Employee Stock Option Plan:
On February 26, 1987, the Stockholders approved the 1987 Incentive
Stock Option Plan, the 1987 Employee Stock Purchase Plan and the 1987 Stock
Option Program for Non-Employee Directors. Subject to the provisions of
these plans, an aggregate of 150,000 shares of the Company's stock was
made available for option purchases; 75,000 shares, 37,500 shares and 37,500
shares, respectively. The number of shares available for future grants at
September 30, 1995 were 11,700, 11,900 and 7,500 respectively.
Option
Price Number of
Per Share Shares
Shares under option at 9/30/92 $3.00 76,000
Expired $3.00 (22,500)
-------
Shares under option at 9/30/93 $3.00 53,500
Expired $3.00 (3,500)
-------
Shares under option at 9/30/94 $3.00 50,000
Granted $1.0625 130,000
Exercised $1.0625 (30,000)
Expired $1.0625 (18,750)
Expired/surrendered $3.00 (50,000)
Shares under option at 9/30/95 $1.625 81,250
=======
(C) Lease Commitments:
Subsequent to the sale of the Company's facility in Randolph, New
Jersey on September 28, 1994, the Company entered into a seven year lease
for its present office and manufacturing facility in Hanover Township, New
Jersey with a five year renewal option. Annual rent during the initial
seven year term is $227,400 for the first four years and $300,000 for the
final three years.
<PAGE>
Future minimum lease payments required under the operating lease
are as follows:
Fiscal Year Amount
1996 $227,400
1997 227,400
1998 227,400
1999 300,000
2000 300,000
Thereafter 300,000
Contingencies:
(A) Environmental Contingencies:
Following an investigation by the New Jersey Department of
Environmental Protection (NJDEP) of the Company's waste disposal practices
at a certain site that it formerly leased, the Company has put into effect
a ground water management plan approved by the NJDEP. Costs associated with
this site are charged directly to income as incurred. The lessor of this
site has notified the company that if the NJDEP investigation proves to have
interfered with a sale of the property, the lessor may seek to hold the
Company liable for any loss it suffers as a result. However, corporate
counsel has informed management that, in their opinion the lessor would not
prevail in any lawsuit filed due to the imposition by law of the statute of
limitations.
The amount charged to operations for the years ended
September 30, 1995, 1994, and 1993 was $60,409, $134,640, and $167,823,
respectively. Also see Note 12 - EXTRAORDINARY ITEM below for further
disclosure of costs' incurred during the quarter ended June 30, 1996 for
activities associated with this environmental situation.
(B) Income Tax Contingencies:
The Company's income tax returns through the fiscal year ended
September 30, 1991 have been accepted as filed or are barred from further
assessment.
<PAGE>
NOTE 9 - COMMON STOCK:
Common Stock:
$0.10 par value;
authorized 5,000,000 shares;
issued 1,534,835 shares $153,659
========
Treasury Stock (at cost) $ -
========
The treasury shares represented the repurchase of stock as authorized
by the Board of Directors on November 16, 1987. 15,000 shares were reissued
to the President and CEO by resolution of the Board of Directors on
July 14, 1995. In accordance with the information regarding the "GMME Letter
of Intent" in Note 11.A. below, the balance of the treasury shares, 180,300
shares were reissued effective March 8, 1996.
NOTE 10 - SEGMENT INFORMATION:
The Company is engaged in the manufacture and sale of electronic test
and measurement equipment. Management considers the business as a single
segment for reporting purposes.
The Company's export sales were as follows:
Nine months ended: Amount
------------------ ----------
June 30, 1996 $2,003,375
June 30, 1995 2,030,463
NOTE 11 - SUBSEQUENT EVENTS:
A. GMME Letter of Intent:
Effective August 15, 1996, the company was informed, in accordance
with the terms of the definitive Stock Purchase Agreement executed on
February 23, 1996 by and between the Company and General de Mesure et de
Maintenance Electronique, S.A. (GMME), that GMME would not exercise its
right to further invest in the Company and purchase 523,700 of authorized
but unissued common
<PAGE>
shares for THREE DOLLARS AND TWELVE AND ONE-HALF CENTS
($3.125) a common share.
GMME remains as a shareholder of the Company as a result of its
March 8, 1996 purchase of 180,300 common shares from treasury. It is the
intent of the two companies to continue to pursue an additional investment
by GMME in the Company. The primary issue for finalizing such an investment
remains the environmental issue at a site that was formerly leased by the
Company as disclosed in Note 8 - Contingencies (A) and Note 12 -
Extraordinary Item.
B. Economic Development Authority Loan:
On July 31, 1996, the Company executed a seven year $500,000 Direct
Loan Agreement and Direct Loan Promissory Note with the New Jersey Economic
Development Authority (EDA). The initial rate of interest for the period
September 1996 through August 1999 will be six and three quarters percent
(6 3/4%) per annum. The rate of interest for the period September 1996
through August 2003 will be fixed at the September 1, 1999 Wall Street
Journal Prime minus 1 1/2%.
The proceeds of the loan will be used to finance the purchase of
machinery and equipment and for working capital to be located at the
Company's location in Hanover, New Jersey. The machinery and equipment
purchased will be used by the Company to upgrade its information systems
and to acquire new equipment that will allow the company to improve its
capabilities in its design and manufacturing departments.
NOTE 12 - EXTRAORDINARY ITEM:
In accordance with the GMME agreement, the Company was required to
obtain an agreement, acceptable to GMME, with the New Jersey Department of
Environmental Protection (DEP) for finalizing the clean-up of a site it
<PAGE>
formerly leased. In order to fulfill this requirement, it was necessary for
the Company to incur charges from its environmental consultants and counsel
that were deemed not to be in the ordinary course of business. These charges
are therefore disclosed in the financial statements above as an extraordinary
item.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF INCOME STATEMENTS
NINE MONTHS ENDED JUNE 30, 1996
Sales for the nine months ended June 30, 1996 were $365,845 below the
prior year. The decrease in sales was primarily due to a decrease in
domestic revenues of $338,757 which is attributable to an overall industry
decline in the United States. Gross income increased by $64,178 above the
prior year and improved to 48% of sales versus a prior year's 43% of sales.
Commission expense increased by $38,753 over the prior year due to an
increase as a percentage of revenues for export sales which carry a higher
commission rate. All other operating cost categories increased in total by
$301,943. $32,308 of this increase was associated with severance expense.
The Company recorded an operating loss of $61,306. A net loss before
extraordinary item of $138,513 was reported versus a net income of $6,849
for the prior year. An extraordinary item of $151,344 was reported due to
the charges for environmental professionals as disclosed in the footnotes
to the financial statements. The loss per share was $0.21 versus
a prior year's earnings per share of $0.01. The loss per share attributable
to the extraordinary item was $0.11 per share.
It is important to note that the Company has been informed by the
United States Air Force that it has been awarded two significant contracts
that total approximately $1.7 million. One contract is for 99 peak power
<PAGE>
meters and the other contract is for 225 CW power meters. Deliveries against
the peak power meter contract could begin as soon as September 1996 and
deliveries for the CW power meter should begin in the first fiscal quarter
of 1997.
The June 30, 1996 inventory balance was $1,337,700 which was a
$134,342 increase from the September 30, 1995 balance of $1,203,358.
The increase in inventories was in raw materials and finished goods,
purchased and processed, for orders already in the Company's backlog.
Work-in-process decreased in total by $9,380. Trade receivable balances
were $897,033 as compared to $1,011,980 as of September 30, 1995. The
current ratio as of June 30, 1996 increased to 3.36 from 3.02 at
September 30, 1995.
Reports on Form 8-K:
During the nine months ended June 30, 1996 reports on Form 8-K were
filed, on December 15, 1995, February 26, 1996, and March 7, 1996, which
reported information for "Item 5. Other Events".
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
BOONTON ELECTRONICS CORPORATION
By/s/_______________________________
Ronald T. DeBlis,
President & CEO
By/s/_________________________________
John E. Titterton, Vice President
Finance, Secretary/Treasurer
August 21, 1996
