BOONTON ELECTRONICS CORP
10QSB, 1998-02-17
INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS
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                       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 THREE MONTHS ENDED DECEMBER 31, 1997

                         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: 973-386-9696

"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:

DECEMBER 31, 1997                   1,644,301
DECEMBER 31, 1996                   1,636,585



                                       1
<PAGE>
<TABLE>
<CAPTION>

                                  (UNAUDITED)
                         BOONTON ELECTRONICS CORPORATION

                  ASSETS                DECEMBER 31, 1997    SEPTEMBER 30, 1997
                  ------                -----------------    ------------------
<S>                                         <C>                  <C>        
Current assets:
     Cash and cash equivalents              $    80,665          $   121,620
     Trade receivables                          906,650            1,051,887
     Inventories                              1,392,269            1,306,115
     Deferred tax benefits                       81,058               81,058
     Other current assets                       382,024              333,325
                                            -----------          -----------

Total current assets                          2,842,666            2,894,005
                                            -----------          -----------

Plant and equipment-net                         514,458              534,023
                                            -----------          -----------
Other assets:
     Deferred tax benefit                       988,651              988,651
     Security deposits                           71,169               71,169
                                            -----------          -----------

Total other assets                            1,059,820            1,059,820
                                            -----------          -----------

Total assets                                $ 4,416,944          $ 4,487,848
                                            ===========          ===========

LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
     Note payable                           $    64,479          $    63,379
     Related party loans                         43,530               93,530
     Accounts payable - trade                   879,090              800,931
     Other current liabilities                  206,127              284,528
    Unsecured claims payable (Chapter 11
        settlement) current                     153,372               48,491
                                            -----------          -----------

Total current liabilities                     1,346,598            1,290,859
Note payable - noncurrent                       358,871              375,351
Related party loans - noncurrent                218,970              218,970
Unsecured claims payable (Chapter 11
settlement) - noncurrent                             --              153,372
                                            -----------          -----------
Total liabilities                             1,924,439            2,038,552
                                            -----------          -----------
 Commitments and contingencies

Stockholders equity:
     Common stock                               164,430              163,659
     Capital in excess of par                 4,637,866            4,613,637
     Deficit                                 (2,309,791)          (2,328,000)
                                            -----------          -----------

Total stockholders equity                     2,492,505            2,449,296
                                            -----------          -----------

Total liabilities and stockholders equity   $ 4,416,944          $ 4,487,848
                                            ===========          ===========

The accompanying footnotes are an integral part of these statements.
</TABLE>

                                       2
<PAGE>
                                   (Unaudited)

                         BOONTON ELECTRONICS CORPORATION

                                            For the Three Months Ended
                                   December 31, 1997         December 31, 1996
                                   -----------------         -----------------

Net sales                            $ 1,657,200                 $ 1,811,075
Cost of goods sold                       857,575                     987,295
                                     -----------                 -----------
Gross profit                             799,625                     823,780
                                     -----------                 -----------

Operating expenses:
  Commissions                            194,395                     202,004
  Research and development               235,376                     190,061
  Other operating expenses               351,638                     389,824
                                     -----------                 -----------
Total operating expenses                 781,409                     781,889
                                     -----------                 -----------

Income from operations                    18,216                      41,891
                                     -----------                 -----------

Interest expense                          13,534                       9,367
Other expense/(income)                   (13,527)                      7,147
                                     -----------                 -----------
Total other expenses                           7                      16,514
                                     -----------                 -----------

Income before provision for income                                     taxes
                                          18,209                      25,377
Provision for income taxes                    --                          --
                                     -----------                 -----------

Net income                                18,209                      25,377
Stockholders' equity - beginning       2,449,296                   2,217,952
Common stock sold                         25,000                     200,000
                                     -----------                 -----------

Stockholders' equity  - ending       $ 2,492,505                 $ 2,443,329
                                     ===========                 ===========
Weighted average number of shares
   outstanding                         1,644,301                   1,576,585
                                     ===========                 ===========

Earnings per share:                  $      0.01                 $      0.02
                                     ===========                 ===========

The accompanying footnotes are an integral part of these statements.

                                       3

<PAGE>
<TABLE>
<CAPTION>
                                   (UNAUDITED)

                         BOONTON ELECTRONICS CORPORATION

                                                               For the Three Months Ended
                                                       December 31, 1997       December 31, 1996
                                                       -----------------       -----------------
<S>                                                        <C>                     <C>      
Cash provided/(used) by operations:
Net income                                                 $  18,209               $  25,377
Adjustments to reconcile net income:
    Depreciation & amortization                               20,130                   9,719
Decrease/(increase) in current assets:
    Accounts receivable                                      145,237                 148,088
    Inventories                                              (86,154)                (85,149)
    Other current assets                                     (48,699)                (32,941)
Increase/(decrease) in current liabilities:
    Accounts payable                                          78,159                  59,431
    Chapter 11 settlement - current                          (48,491)                (48,491)
    Accrued liabilities                                      (78,401)                (15,441)
                                                           ---------               ---------

Net cash provided/(used) by operations                           (10)                 60,593
                                                           ---------               ---------

Cash flows from investing activities:
    Purchase of equipment                                       (565)               (251,225)
    Other                                                         --                  (1,303)
                                                           ---------               ---------

Net cash (used) by investing activities                         (565)               (252,528)
                                                           ---------               ---------

Cash flows from financing activities:
    Increase notes payable                                        --                 243,462
    Payments on loans                                        (65,380)                 (2,640)
    Proceeds from sale of stock                               25,000                 200,000
                                                           ---------               ---------

Net cash provided/(used) by financing activities             (40,380)                440,822
                                                           ---------               ---------

Increase/(decrease) in cash and cash equivalents             (40,955)                248,887

Cash and cash equivalents at beginning of period             121,620                 113,041
                                                           ---------               ---------

Cash and cash equivalents at end of period                 $  80,655               $ 361,928
                                                           =========               =========
</TABLE>



The accompanying footnotes are an integral part of these statements.

                                       4

<PAGE>

                                   (UNAUDITED)
                         BOONTON ELECTRONICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1997

     NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND
                DESCRIPTION OF BUSINESS:

A.       The Company is a New Jersey corporation organized in 1947. The Company
         designs and produces electronic testing and measuring instruments
         including power meters, voltmeters and modulation meters. Recent models
         are microprocessor controlled and are often used in computerized
         automatic testing systems. The Company's equipment is marketed
         throughout the world to commercial and government customers in the
         electronics industry.

         The Company markets and distributes its products throughout the United
         States and abroad through some 15 domestic sales representatives and 24
         foreign distributors. Representatives sell on a commission basis, while
         distributors buy products for resale at discounted ex-factory prices.
         Its representatives and distributors also handle the products of other
         manufacturers, although these are not generally competitive with the
         Company's products except that some items handled by foreign
         distributors may be somewhat competitive.

B.       Use of estimates - The preparation of financial statements in
         conformity with generally accepted accounting principles requires
         management to make estimates and assumptions that affect the reported
         amounts of assets and liabilities and disclosure of contingent assets
         and liabilities at the date of the financial statements and the
         reported amounts of revenues and expenses during the reporting period.
         Actual results could differ from those estimates.

C.       The company accounts for uncollectible accounts under the direct
         write-off method whereas generally accepted accounting principals
         require provision for such expenses under the allowance method. The
         effect of using this method approximates the allowance method as all
         amounts are deemed to be fully collectible.

D.       Inventories - stated at the lower of cost or market determined by the
         first-in, first-out (FIFO) method.

E.       Plant and equipment - Depreciation and amortization are calculated by
         the straight-line method for financial reporting purposes at rates
         based on the following estimated useful lives:

                   Building and improvement                  39
                   Machinery and equipment                 5-10
                   Office furniture and fixtures           5-10
                   Transportation equipment                   3


                                       5
<PAGE>

                                   (UNAUDITED)

                         BOONTON ELECTRONICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1997

         The accelerated cost recovery system and modified accelerated cost
         recovery system is used for income tax purposes. Cost of major renewals
         and betterments that extend the life of the property and equipment are
         capitalized. Expenditures for maintenance and repairs are charged to
         expenses as incurred.

F.       Financial risk - The Company regularly maintains bank account balances
         in excess of FDIC insurable limit.

G.       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 the differences are expected to
         reverse. The Company 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 not be
         realized.

H.       Financial Instruments B The Company's financial instruments include
         cash, cash equivalents, trade receivables and payables, long-term debt
         and loans from related parties for which carrying amounts approximate
         fair value. It is not practicable to estimate the fair value of related
         party loans and long-term debt.

I.       Stock-Based Compensation B The Company has elected to follow Account
         Principles Board Opinion No. 25, Accounting for Stock Issued to
         Employees (APB25) and related interpretations in accounting for its
         employee stock options. Under APB25, because the exercise price of
         employee stock options equals the market price of the underlying stock
         on the date of grant, no compensation expense is recorded. Effective
         October 1, 1997, the Company has adopted the disclosure only provisions
         of Statement of Financial Accounting Standards No. 123, Accounting for
         Stock-Based Compensation (Statement 123).

                                       6

<PAGE>

                                   (UNAUDITED)

                         BOONTON ELECTRONICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1997

        NOTE 2 - PROCEEDINGS UNDER CHAPTER:

               The Company operated under Chapter 11 proceedings for the period
        September 7, 1993 through November 15, 1994 when, on the later date, the
        order confirming the 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. Sections 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. The settlement of unsecured claims under the confirmed
        Plan of Reorganization totaling 35% of allowed claims for accounts
        payable and accrued expenses provided for the following payments to be
        made subsequent to November 15, 1994:

           %
          ---
          10            From after tax proceeds from termination of the
                        company's pension plan
           5            One year after initial payout
           5            Two years after initial payout
          15            Three years after initial payout

               Pre-petition liabilities in accordance with the November 15, 1994
        confirmed plan of reorganization were compromised of the following:

       Accounts payable                                    $   702,233
       Accrued expenses:
            Commissions payable                                126,370
            Vacation pay                                        96,250
            Severance pay                                       25,108
            Other                                               78,282
                                                           -----------

                 Total September 30, 1994                    1,028,243

       Court authorized payments/adjustments                   (75,073)
                                                           -----------
       Balance subject to settlement                           953,170
       Amount discharged and/or paid to date                  (799,798)
                                                           -----------
       Chapter 11 settlement total December 31, 1997       $   153,372
                                                           ===========

                                       7

<PAGE>

                                   (UNAUDITED)

                         BOONTON ELECTRONICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1997

       NOTE 3 - INVENTORIES

                            December 31,      September 30,
                                1997               1997
                            ------------      -------------

       Raw material          $  740,728          $  639,045
       Work in process          567,346             577,337
       Finished Goods            84,195              89,733
                             ----------          ----------
       Total inventories     $1,392,269          $1,306,115
                             ==========          ==========


       NOTE 4 - PLANT AND EQUIPMENT:

                                      December 31,      September 30,
                                          1997               1997
                                      ------------      -------------

       Building and improvements        $   62,329         $   62,329
       Machinery and equipment           1,657,819          1,657,819
       Office furniture and fixtures       583,083            582,518
       Transportation equipment             13,188             13,188
                                        ----------         ----------
             Total                       2,316,419          2,315,854
       Less Accumulated depreciation     1,801,961          1,781,831
                                        ----------         ----------
             Net depreciated cost       $  514,458         $  534,023
                                        ==========         ==========

       NOTE 5 - NOTES PAYABLE
                                     December 31,    September 30,
                                        1997             1997
                                     ------------    -------------
      A. Board of Directors:
           Notes, subordinated to 
           NJEDA loan, dated 
           February 6, 1995, payable
           in monthly installments 
           of $5,449 including
           interest at 9% per annum
           through September 30, 2001:

                                     $262,500          $262,500
          Less current portion         43,530            43,530
                                     --------          --------
          Noncurrent portion         $218,970          $218,970
                                     ========          ========

        Interest expense for the fiscal years ended September 30, 1997 and 1996
        amounted to $24,757 and $24,019, respectively. No principal payments
        were made due to these notes being subordinated to the NJEDA loan.

                                       8
<PAGE>


                                   (Unaudited)

                         BOONTON ELECTRONICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1997

                                           December 31,    September 30,
                                               1997             1997
                                           ------------    -------------
      B.    New Jersey Economic
            Development Authority:
            Notes, dated July 31, 1996,
            payable in monthly
            installments of $7,620
            including interest at 6.75%
            per annum through June 30,
            2003:                             $423,350     $438,730
           Less current portion                 64,479       63,379
                                              --------     --------
           Noncurrent portion                 $358,871     $375,351
                                              ========     ========

       Interest expense for the fiscal years ended September 30, 1997 and 1996
       amounted to $23,066 and $1,042, respectively. Future principal payments
       under the terms of the agreement are as follows:

              FISCAL YEAR                             AMOUNT
              -----------                             ------
                 1998                                $63,379
                 1999                                 67,855
                 2000                                 72,647
                 2001                                 77,778
                 2002                                 83,271
                 2003                                 73,800
                                                    --------
                                 TOTAL:             $438,730
                                                    ========

       NOTE 6 - CONCENTRATION OF CREDIT RISK:

               The Company maintains cash and cash equivalents at three
       financial institutions that are insured by the Federal Deposit Insurance
       Corporation (FDIC) and/or Securities Investor Protection Corporation
       (SIPC). The Company at times during the year had amounts in these
       institutions that exceeded insurable limits of $100,000 FDIC and $500,000
       SIPC. In the normal course of business the Company extends unsecured
       credit to customers in the United States and Asia.


                                       9
<PAGE>

                                   (UNAUDITED)

                         BOONTON ELECTRONICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1997

      NOTE 7 - COMMITMENTS AND CONTINGENCIES:

             A. Commitments:
                Retirement Plans:
                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 provided for a Company matching contribution of 25% of
                the elective deferral amount of each participant that did 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 reorganization. Effective
                October 1, 1995, the Company reinstated a matching contribution
                at 50% of the elective deferral amount for each participant that
                does not exceed 6% of total compensation. The amounts charged to
                operations were $37,581 and $46,151 for the years ended
                September 30, 1997 and 1996, respectively.

             B. Employee Stock Options Plans:
                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; namely, 75,000 shares, 37, 500
                shares and 37,500 shares, respectively. The plans ended
                effective December 1996 and no further grants may be made for
                options.


                                       10
<PAGE>

                                   (UNAUDITED)

                         BOONTON ELECTRONICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1997

                                                   OPTION
                                                   ------

                                    PRICE PER SHARE       NUMBER OF SHARES
                                    ---------------       ----------------
       Shares under option at
        September 30, 1994               3.00                  50,000
          Granted                       $1.0625               130,000
          Exercised                     $1.0625               (30,000)
          Expired                       $1.0625               (18,750)
          Expired/surrender             $3.00                 (50,000)
                                                              -------
       Shares under option at
        September 30, 1995              $1.0625                81,250
          Exercised                     $1.0625               (34,500)
          Expired                       $1.0625                  (250)
                                                              -------

       Shares under option at
        September 30, 1996              $1.0625                46,500
          Expired                       $1.0625               (20,000)
                                                              -------

       Shares under option at
        September 30, 1997              $1.0625                26,500
                                                               ======

       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. Rent charged to operations for the fiscal year
                ended September 30, 1997 was $227,400. Annual rent for the
                initial seven-year term is $227,400 for the first four years and
                $300,000 for years five through seven. Future minimum lease
                payments required under the operating lease are as follows:

                        FISCAL YEAR                              AMOUNT
                        -----------                              ------
                        1998                                    $227,400
                        1999                                     300,000
                        2000                                     300,000
                        2001                                     300,000

                The Company leases office equipment under a five-year operating
                lease with an option to upgrade after three years that it
                intends to exercise. The annual lease payment for the term of
                the lease is $17,617. Future lease payments required under the
                operating lease are as follows:


                                       11
<PAGE>

                                   (UNAUDITED)

                         BOONTON ELECTRONICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1997

                    FISCAL YEAR                         AMOUNT
                    -----------                         ------
                    1998                               $17,617
                    1999                                17,617
                    2000                                17,617
                    2001                                 1,468

       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
                put a ground water management plan into effect as approved by
                the Department. Costs associated with this site are charged
                directly to income as incurred. The owner of this site has
                notified the Company that if the NJDEP investigation proves to
                have interfered with a sale of the property, the owner 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.
                Costs charged to operations in connection with the water
                management plan amounted to $43,173 and $51,879 for the years
                ended September 30, 1997 and 1996, respectively. The Company
                estimates the expenditures in this regard for the fiscal year
                ending September 30, 1998 will amount to approximately $52,000.
                The Company will continue to be liable under the plan in all
                future years until such time as the NJDEP releases it from all
                obligations applicable thereto.

            B.  Contingent Subscription and Option Agreement:
                On June 30, 1997, the Board of Directors of Boonton Electronics
                Corporation (BEC) agreed to enter into a Subscription and Option
                Agreement with G.E.M. USA, Inc. (GEM), a wholly-owned subsidiary
                of General Electronique Mesure, S.A., whereby GEM shall have the
                option to buy 435,984 shares of the common stock of BEC at an
                option price of $3.24 per share. The term of the option
                agreement shall be for a period of two years. On October 1,
                1997, GEM paid BEC $25,000 for this option and simultaneously
                purchased 7,716 shares of BCE's common stock from the
                corporation for $25,000.


                                       12
<PAGE>

                                   (UNAUDITED)

                         BOONTON ELECTRONICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1997


                Also on October 1, 1997, BEC entered into a Shared Facilities
                Agreement with B&K Precision, Inc. (B&K), a wholly owned
                subsidiary of GEM, as additional consideration for the above
                noted option. B&K shall pay BEC a monthly management fee of
                $15,000 and shall also pay rent at the same price per square
                foot as BEC for the area sublet to B&K.

             C. Income Tax Contingencies:
                The Company's income tax returns for the fiscal years ended
                September 30, 1995, 1996 and 1997 are subject to review.
<TABLE>
<CAPTION>

       NOTE 8 - COMMON AND TREASURY STOCK:
                                                                            December 31,      September 30
                                                                               1997               1996
                                                                            ------------      ------------
<S>                                                                          <C>                 <C>     
                Common Stock:
                     $.10 par value, authorized 5,000,000
                     shares, issued and outstanding 1,644,301
                     shares and 1,636,585 shares, respectively.              $164,430            $163,659
                                                                             ========            ========
</TABLE>

       NOTE 9 - INCOME TAXES:
                The components of the deferred tax asset are:

                                            December 31,      September 30
                                                1997              1997
                                            ------------      ------------

       Deferred tax asset                     $2,867,591      $2,867,591
        Less: Valuation allowance             (1,797,882)     (1,797,882)
                                              ----------      ----------

            Net deferred tax asset            $1,069,709      $1,069,709
                                              ==========      ==========

                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".

                The ultimate realization of this 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 or Reorganization that management believes will result in
        future profitability.


                                       13
<PAGE>

                                   (UNAUDITED)

                         BOONTON ELECTRONICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1997

       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 make it
       appropriate to record a valuation allowance.

           Accordingly, the Company has provided a valuation allowance (based on
       estimated future taxable income) for the portion of the total deferred
       income tax asset that will not be realized as related to the operating
       loss carryforward.

           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 stockholder's equity). In the event the Company reports
       sufficient profitability to use all of the deferred income tax assets,
       the valuation allowance will be eliminated through a credit to expense
       (increasing stockholder's equity).

           The following is a reconciliation of income taxes at the federal
       statutory rate.
                                                 December 31,      September 30
                                                    1996               1997
                                                 ------------      ------------
       Computed income taxes at statutory rate     $ 6,191            $ 8,628
       Recognition of net operating loss            (6,191)            (8,628)
                                                   -------            -------
       Expense/(benefit)                           $    --            $    --
                                                   =======            =======

            The Company has net operating loss carryforwards for federal and
       state purposes approximating $6,266,666 and $8,188,055 that will not
       begin to expire until the year 2011and 2003 respectively. These loss
       carryforwards can be utilized to reduce future taxable income dollar for
       dollar.

            In May 1997, the Company dissolved Boonton International Sales
       Corporation (BIS) (former wholly-owned subsidiary) and received a
       Certificate of Dissolution from the state of New Jersey. BIS, as an
       Interest Charge Domestic International Sales Corporation (IC-DISC), had
       $1,456,000 of deferred income. The deferred income became taxable to the
       Company upon the dissolution of BIS and therefore reduced the deferred
       tax asset and related valuation allowance accordingly.


                                       14
<PAGE>

                                   (UNAUDITED)

                         BOONTON ELECTRONICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1997

       NOTE 10 - SEGMENT INFORMATION:

            The Company is engaged in the manufacture and sale of electronic
       test and measurement equipment and management considers its business as a
       single segment for reporting purposes.
       The Company's export sales were as follows:

              Three Months Ended                        % of
                 December 31,     Amount             Total Sales
                 ------------     ------             -----------

                1997              $838,158                51%
                1996              $676,740                37%

       Customers sales to domestic government agencies were as follows:


              Three Months Ended                        % of
                 December 31,     Amount             Total Sales
                 ------------     ------             -----------

                1997              $ 55,438                 3%
                1996              $383,080                21%

       NOTE 11 B EARNINGS PER SHARE:

                Earnings per share have been computed by dividing net earnings
       by the weighted average number of common shares outstanding of 1,644,301
       for 1997 and 1,576,585 for 1996. Options to purchase a total of 428,268
       shares of common stock at $3.24 per share were not included because the
       exercise price exceeded the average market price, which would result in
       antidilution. Incentive stock options to purchase 26,500 shares in 1997
       and 46,500 shares in 1996 were not included because they were
       insignificant.

                                       15

<PAGE>

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF INCOME STATEMENTS

                      THREE MONTHS ENDED DECEMBER 31, 1997

               Sales for the three months ended December 31, 1997 were $153,875
        below the prior year. The decrease in sales was due to a $372,642
        decrease in military contract revenues offset by a $161, 418 increase in
        export revenues. Gross profit decreased $24,155 but increased as a
        percentage of sales to 48% in 1997 versus 45% in 1996. The increase in
        gross profit as a percentage of sales was due to the reduction in
        military contract revenues, which traditionally have a lower gross
        margin. Commission expense decreased $7,609 from the prior year due
        primarily to the decreased volume of sales. Research and Development
        expense increased $45,315 over the prior year as the Company
        concentrates on new product design. All other operating costs decreased
        $38,186 below the prior year. Income from operations decreased to
        $18,216 versus $41,891 in the prior year due primarily to the increase
        in development expense. Net income was $18,209 versus $25,377 in the
        prior year and earnings per share were $0.01 versus $0.02.

               The December 31, 1997 inventory was $86,154 higher then the
        September 30, 1997 balance of $1,306,115. This increase was
        predominately caused by the purchase of components for the Company's
        updated peak power meters. Trade receivables were down $145,237 from the
        September 30, 1997 balance of $1,051,887 due to the decreased volume of
        sales. The current ratio at December 31, 1997 was 2.11 versus 2.24 at
        September 30, 1997.


                                       16
<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/ YVES GUYOMAR
                                             -----------------------------------
                                               Yves Guyomar, President and Chief
                                               Executive Officer
                                               Date:  February 17, 1998



                                          By: /s/ JOHN E. TITTERTON
                                             -----------------------------------
                                               John E. Titterton, Vice President
                                               Finance, Secretary/Treasurer
                                               Date:  February 17, 1998


       February 17, 1998


                                       17
<PAGE>


                         BOONTON ELECTRONICS CORPORATION

                             INDEX TO EXHIBIT FILED
                     IN THE QUARTERLY REPORT ON FORM 10-QSB
                  FOR THE THREE MONTHS ENDED DECEMBER 31, 1997


       EXHIBIT NO.                                                 PAGE
       -----------                                                 ----

          27        Financial Data Sheet                            19



                                       18

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<ARTICLE>     5
<LEGEND>
                        (Page 19)
</LEGEND>
<CIK>                    0000013191
<NAME>                           Boonton Electronics
<MULTIPLIER>                               1
       
<S>                                     <C>
<PERIOD-TYPE>                          3-MOS
<FISCAL-YEAR-END>                SEP-30-1998
<PERIOD-END>                     DEC-31-1997
<CASH>                               80,665
<SECURITIES>                              0
<RECEIVABLES>                       906,650
<ALLOWANCES>                              0
<INVENTORY>                       1,392,269
<CURRENT-ASSETS>                  2,842,666
<PP&E>                            2,316,419
<DEPRECIATION>                    1,801,961
<TOTAL-ASSETS>                    4,416,944
<CURRENT-LIABILITIES>             1,346,598
<BONDS>                                   0
                     0
                               0
<COMMON>                            164,430
<OTHER-SE>                        2,328,075
<TOTAL-LIABILITY-AND-EQUITY>      4,416,944
<SALES>                           1,657,200
<TOTAL-REVENUES>                  1,657,200
<CGS>                               857,575
<TOTAL-COSTS>                       781,409
<OTHER-EXPENSES>                    (13,527)
<LOSS-PROVISION>                          0
<INTEREST-EXPENSE>                   13,534
<INCOME-PRETAX>                      18,209
<INCOME-TAX>                              0
<INCOME-CONTINUING>                  18,209
<DISCONTINUED>                            0
<EXTRAORDINARY>                           0
<CHANGES>                                 0
<NET-INCOME>                         18,209
<EPS-PRIMARY>                           .01
<EPS-DILUTED>                           .01
        


</TABLE>


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