BOONTON ELECTRONICS CORP
10QSB, 1999-05-20
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 SIX MONTHS ENDED MARCH 31, 1999

                         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:

MARCH 31, 1999                 2,387,332
MARCH 31, 1998                 1,644,301

                                       1

<PAGE>


<TABLE>
<CAPTION>
                                   (Unaudited)

                         BOONTON ELECTRONICS CORPORATION

                                  BALANCE SHEET

                       Assets                              March 31, 1999 September 30, 1998
                       ------                              -------------- ------------------
<S>                                                         <C>            <C>        
Current assets:                                                                               
    Cash and cash equivalents                               $   140,985    $   113,812
    Trade receivables                                           994,084      1,299,281
    Inventories                                               1,690,486      1,444,245
    Deferred tax benefits                                        86,000         86,000
    Other current assets                                        508,116        318,442
                                                            -----------    -----------

Total current assets                                          3,419,671      3,261,780
                                                            -----------    -----------

Plant and equipment-net                                         419,023        457,160
                                                            -----------    -----------
Other assets:
    Deferred tax benefit                                        927,129        927,129
    Security deposits                                            70,121         70,121
                                                            -----------    -----------

Total other assets                                              997,250        997,250
                                                            -----------    -----------

Total assets                                                $ 4,835,944    $ 4,716,190
                                                            ===========    ===========

Liabilities and Stockholders' Equity Current liabilities:
    Note payable                                            $    69,032    $    73,333
    Related party loans                                          43,530         43,530
    Accounts payable - trade                                    916,552        783,247
    Other current liabilities                                   357,391        527,366
    Unsecured claims payable (Chapter 11
      settlement) current                                            --        144,993
                                                            -----------    -----------

Total current liabilities                                     1,386,505      1,572,469
Note payable - noncurrent                                       278,541        307,496
Related party loans - noncurrent                                218,970        218,970
Unsecured claims payable (Chapter 11
  settlement) - noncurrent                                           --             --
                                                            -----------    -----------
Total liabilities                                             1,884,016      2,098,935
                                                            -----------    -----------
 Commitments and contingencies

Stockholders' equity:
    Common stock                                                238,733        164,430
    Capital in excess of par                                  5,005,563      4,637,866
    Deficit                                                  (2,292,368)    (2,185,041)
                                                            -----------    -----------

Total stockholders' equity                                    2,951,928      2,617,255
                                                            -----------    -----------

Total liabilities and stockholders' equity                  $ 4,835,944    $ 4,716,190
                                                            ===========    ===========

The accompanying footnotes are an integral part of these statements.

                                       2
</TABLE>

<PAGE>


                                   (Unaudited)

                         BOONTON ELECTRONICS CORPORATION

                             STATEMENT OF OPERATIONS

                                                   For the Six Months Ended
                                              March 31, 1999      March 31, 1998
                                              --------------      --------------

Net sales                                      $ 3,414,179         $ 3,219,404
Cost of goods sold                               1,793,610           1,652,203
                                               -----------         -----------
Gross profit                                     1,620,569           1,567,201
                                               -----------         -----------

Operating expenses:
  Commissions                                      437,377             334,419
  Research and development                         433,997             493,722
  Other operating expenses                         787,382             698,264
                                               -----------         -----------
Total operating expenses                         1,658,756           1,526,405
                                               -----------         -----------

Income from operations                             (38,187)             40,796
                                               -----------         -----------

Interest expense                                    30,545              26,561
Other expense/(income)                              38,596              (3,813)
                                               -----------         -----------
Total other expenses                                69,141              22,748
                                               -----------         -----------

Income before provision for income taxes
                                                  (107,328)             18,048
Provision for income taxes                              --                  --
                                               -----------         -----------

Net income                                        (107,328)             18,048
Stockholders' equity - beginning                 2,617,255           2,449,296
Common stock sold                                  442,000              25,000
                                               -----------         -----------

Stockholders' equity  - ending                 $ 2,951,928         $ 2,492,344
                                               ===========         ===========
Weighted average number of shares
   Outstanding                                   2,314,765           1,644,301
                                               ===========         ===========

Earnings per share:                            $     (0.05)        $      0.01
                                               ===========         ===========

The accompanying footnotes are an integral part of these statements.

                                       3

<PAGE>


                                   (Unaudited)

                         BOONTON ELECTRONICS CORPORATION

                             STATEMENT OF OPERATIONS

                                                For the Three Months Ended
                                             March 31, 1999      March 31, 1998
                                             --------------      --------------

Net sales                                     $ 1,906,339         $ 1,562,204
Cost of goods sold                                917,610             794,628
                                              -----------         -----------
Gross profit                                      988,729             767,576
                                              -----------         -----------

Operating expenses:
  Commissions                                     301,279             140,024
  Research and development                        199,463             258,346
  Other operating expenses                        430,112             346,626
                                              -----------         -----------
Total operating expenses                          930,854             744,996
                                              -----------         -----------

Income from operations                             57,875              22,580
                                              -----------         -----------

Interest expense                                   16,058              13,027
Other expense/(income)                             26,636               9,714
                                              -----------         -----------
Total other expenses                               42,694              22,741
                                              -----------         -----------

Income/(loss)  before provision for income
  Taxes                                            15,181                (161)
Provision for income taxes                             --                  --
                                              -----------         -----------

Net income/(loss)                                  15,181                (161)
Stockholders' equity - beginning                2,936,747           2,492,505
                                              -----------         -----------

Stockholders' equity  - ending                $ 2,951,928         $ 2,492,344
                                              ===========         ===========
Weighted average number of shares
   Outstanding                                  2,314,765           1,644,301
                                              ===========         ===========

Earnings per share:                           $      0.01         $      0.00
                                              ===========         ===========

The accompanying footnotes are an integral part of these statements.

                                       4

<PAGE>



                                   (Unaudited)

                         BOONTON ELECTRONICS CORPORATION

                             STATEMENT OF CASH FLOWS

                                                    For the Six Months Ended
                                                 March 31, 1999   March 31, 1998
                                                 --------------   --------------
Cash provided/(used) by operations:
Net income                                         $(107,330)        $  18,048
Adjustments to reconcile net income:
    Depreciation & amortization                       44,008            40,260
(Gain) on sale of fixed assets                          (150)
Decrease/(increase) in current assets:
    Accounts receivable                              305,198           140,366
    Inventories                                     (246,241)          (14,783)
    Other current assets                            (189,674)            6,051
Increase/(decrease) in current liabilities:
    Accounts payable                                 133,305          (121,937)
    Chapter 11 settlement - current                 (144,993)          (48,491)
    Accrued liabilities                             (169,972)          (12,689)
                                                   ---------         ---------

Net cash provided/(used) by operations              (375,849)            6,825
                                                   ---------         ---------

Cash flows from investing activities:
    Purchase of equipment                             (5,872)             (565)
    Proceeds from sale of assets                         150             1,103
                                                   ---------         ---------

Net cash (used) by investing activities               (5,722)              538
                                                   ---------         ---------

Cash flows from financing activities:
    Increase notes payable                                --                --
    Payments on loans                                (33,256)          (81,185)
    Proceeds from sale of stock                      442,000            25,000
                                                   ---------         ---------

Net cash provided/(used) by financing activities     408,744           (56,185)
                                                   ---------         ---------

Increase/(decrease) in cash and cash equivalents      27,173           (48,822)

Cash and cash equivalents at beginning of period     113,812           121,620
                                                   ---------         ---------

Cash and cash equivalents at end of period         $ 140,985         $  72,798
                                                   =========         =========

The accompanying footnotes are an integral part of these statements.

                                       5

<PAGE>


                                   (Unaudited)
                         BOONTON ELECTRONICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1999

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

                                       6
<PAGE>


                                   (Unaudited)

                         BOONTON ELECTRONICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1999

         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 - 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 - 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).

                                       7
<PAGE>


                                   (Unaudited)

                         BOONTON ELECTRONICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1999

NOTE 2 - PROCEEDINGS UNDER CHAPTER 11:

         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. 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                                  (953,170)
                                                                   ------------
           Chapter 11 settlement total March 31, 1998              $         --
                                                                   ============

                                       8
<PAGE>


                                   (Unaudited)

                         BOONTON ELECTRONICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1999

NOTE 3 - INVENTORIES
                                                  March 31,        September 30,
                                                   1999                1998
                                                 ----------        -------------
Raw material                                     $  858,550         $  707,729
Work in process                                     533,078            532,470
Finished Goods                                      298,858            204,046
                                                 ----------         ----------
Total inventories                                $1,690,486         $1,444,245
                                                 ==========         ==========

NOTE 4 - PLANT AND EQUIPMENT:

                                                  March 31,        September 30,
                                                   1999                1998
                                                 ----------        -------------
Building and improvements                        $   62,329         $   62,329
Machinery and equipment                           1,675,226          1,670,068
Office furniture and fixtures                       583,232            582,518
Transportation equipment                             13,188             13,188
                                                 ----------         ----------
      Total                                       2,333,975          2,328,103
Less Accumulated depreciation                     1,914,952          1,870,943
                                                 ----------         ----------
      Net depreciated cost                       $  419,023         $  457,160
                                                 ==========         ==========

NOTE 5 - NOTES PAYABLE

                                                  March 31,        September 30,
                                                   1999                1998
                                                 ----------        -------------
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, 1998 and 1997 amounted
to $24,035 and $24,757,  respectively.  No principal  payments  were made due to
these notes being subordinated to the NJEDA loan.

                                       9
<PAGE>


                                   (Unaudited)

                         BOONTON ELECTRONICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1999

                                                  March 31,        September 30,
                                                   1999                1998
                                                 ----------        -------------
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:               $  347,572         $  380,829
     Less current portion                            69,032             73,333
                                                 ----------         ----------
     Noncurrent portion                          $  278,540         $  307,496
                                                 ==========         ==========

Interest expense for the fiscal years ended September 30, 1998 and 1997 amounted
to $28,061 and $23,066, respectively.  Future principal payments under the terms
of the agreement are as follows:

                        Fiscal Year                                 Amount
                        -----------                                --------
                           1999                                      73,333
                           2000                                      72,647
                           2001                                      77,778
                           2002                                      83,271
                           2003                                      73,800
                                                                   --------
                                           TOTAL:                  $380,829
                                                                   ========

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.

                                       10
<PAGE>


                                   (Unaudited)

                         BOONTON ELECTRONICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1999

NOTE 7 - COMMITMENTS AND CONTINGENCIES:

         Commitments:
         A.  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 $33,792 and
             $37,581 for the years ended September 30, 1998 and 1997,
             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.

                                       11
<PAGE>


                                   (Unaudited)

                         BOONTON ELECTRONICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1999

                                                      Option
                                                      ------
                                      Price per share         Number of shares
                                      ---------------         ----------------
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 & 1998                 $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, 1998 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
                                    -----------                      ---------
                                    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:

                                       12
<PAGE>


                                   (Unaudited)

                         BOONTON ELECTRONICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1999

                            Fiscal Year                        Amount
                            -----------                      ---------
                            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 $57,205 and $43,173 for
             the years ended September 30, 1998 and 1997, respectively. The
             Company estimates the expenditures in this regard for the fiscal
             year ending September 30, 1999 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. GEM paid BEC $25,000 for this
             option and simultaneously purchased 7,716 shares of BEC's common
             stock from the corporation for $25,000.

                                       13
<PAGE>


                                   (Unaudited)

                         BOONTON ELECTRONICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1999

             Further, on June 30, 1997, the Board of Directors of BEC resolved
             to enter 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.

             The effective date on both the above-noted agreements was October
             1, 1997, one day subsequent to the fiscal year end, September 30,
             1997. The company also received payment of $50,000 on October 1,
             1997.

         C.  Income Tax Contingencies:
             The Company's income tax returns for the fiscal years ended
             September 30, 1996, 1997 and 1998 are subject to review.

NOTE 8 - COMMON AND TREASURY STOCK:
<TABLE>
<CAPTION>
                                                              March 31,     September 30,
                                                                 1999            1998
                                                              ----------    -------------
<S>                                                           <C>             <C>       
         Common Stock:
           $.10 par value, authorized 5,000,000
           shares, issued and outstanding 2,387,332
           shares and 1,644,301 shares, respectively.         $  238,733      $  164,430
                                                              ==========      ==========

NOTE 9 - INCOME TAXES:
         The components of the deferred tax asset are:
                                                              March 31,     September 30,
                                                                 1999            1998
                                                              ----------    -------------
Deferred tax asset                                            $2,867,591      $2,867,591
 Less: Valuation allowance                                    (1,854,462)     (1,854,462)
                                                              ----------      ----------

     Net deferred tax asset                                   $1,013,129      $1,013,129
                                                              ==========      ==========
</TABLE>

         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".

                                       14
<PAGE>


                                   (Unaudited)

                         BOONTON ELECTRONICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1999


         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. 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.

                                                    March 31,         March 31,
                                                      1999              1998
                                                   ----------         --------
Computed income taxes at statutory rate            $       --         $  6,136
Recognition of net operating loss                          --           (6,136)
                                                   ----------         --------
Expense/(benefit)                                  $       --         $     --
                                                   ==========         ========

         The Company has net operating loss carryforwards for federal and state
purposes approximating $6,067,151 and $8,063,752 that will not begin to expire
until the year 2011 and 2003 respectively. These loss carryforwards can be
utilized to reduce future taxable income dollar for dollar.

                                       15
<PAGE>


                                   (Unaudited)

                         BOONTON ELECTRONICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1999

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. 

A. The Company's export sales were as follows:

              Six Months Ended                                        % of
              March 31,                     Amount                 Total Sales
              ----------------              ------                 -----------

              1999                        $ 1,749,788                  51%
              1998                        $ 1,513,156                  47%

B. Customers sales to domestic government agencies were as follows:

              Six Months Ended                                        % of
              March 31,                     Amount                 Total Sales
              ----------------              ------                 -----------

              1999                        $   241,597                   7%
              1998                        $    69,137                   2%

NOTE 11 - EARNINGS PER SHARE:

         Earnings per share have been computed by dividing net earnings by the
weighted average number of common shares outstanding of 2,314,765 for 1999 and
1,644,301 for 1998. 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 1998 and 26,500 shares in 1997 were not
included because they were insignificant.

                                       16
<PAGE>


            MANAGEMENT'S DISCUSSION AND ANALYSIS OF INCOME STATEMENTS

                         SIX MONTHS ENDED MARCH 31, 1999


       Sales for the six months ended March 31, 1999 were $194,775 higher than
the prior year. The increase in sales was primarily due to major export
shipments in the second quarter. Gross profit increased by $26,952 over the same
period last year, the result of higher sales. Commissions were higher due to
higher export sales, which reflect a higher commission rate. Sales and Marketing
expenses were up slightly, while Research and Development expenses decreased by
$86,141 primarily due to the capitalization of outside software and hardware
development costs. Other expenses increased by $65,825 over last year. There was
a loss from operations of $38,187 as compared to a $40,797 profit from
operations in the prior year.

       The March 31, 1999 inventory balance was $246,241 higher than the
September 30, 1998 balance of $1,444,245 and $148,425 higher than the December
31, 1998 balance. Trade receivables were down $305,198 from the September 30,
1998 balance, while cash increased by 24%. The current ratio as of March 31,
1999 was 2.5 compared with 2.1 as of September 30, 1998. In October, 1998, the
final payment to unsecured creditors was made.

                                       17
<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: May 19, 1999



                                       By  /s/ ROBERT HANNON
                                           -------------------------------------
                                               Robert Hannon, Controller
                                               Acting Secretary
                                               Date: May 19, 1999


May 19, 1999

                                       18
<PAGE>


                         BOONTON ELECTRONICS CORPORATION

                             INDEX TO EXHIBIT FILED
                     IN THE QUARTERLY REPORT ON FORM 10-QSB
                     FOR THE SIX MONTHS ENDED MARCH 31, 1999


    Exhibit No.                                                            Page
    -----------                                                            ----
        27                Financial Data Sheet                              20

                                       19

<TABLE> <S> <C>

<ARTICLE>                     5
<LEGEND>
(Page 20)
</LEGEND>
<CIK>                                      0000013191
<NAME>                            Boonton Electronics
<MULTIPLIER>                                        1
<CURRENCY>                                        USD
       
<S>                             <C>
<PERIOD-TYPE>                                   6-MOS
<FISCAL-YEAR-END>                         SEP-30-1999
<PERIOD-START>                            JAN-01-1999
<PERIOD-END>                              MAR-31-1999
<EXCHANGE-RATE>                                     1
<CASH>                                        140,985
<SECURITIES>                                        0
<RECEIVABLES>                                 994,084
<ALLOWANCES>                                        0
<INVENTORY>                                 1,690,486
<CURRENT-ASSETS>                            3,419,671
<PP&E>                                      2,333,975
<DEPRECIATION>                              1,914,952
<TOTAL-ASSETS>                              4,835,944
<CURRENT-LIABILITIES>                       1,386,505
<BONDS>                                             0
                               0
                                         0
<COMMON>                                      238,733
<OTHER-SE>                                  2,713,195
<TOTAL-LIABILITY-AND-EQUITY>                4,835,944
<SALES>                                     3,414,179
<TOTAL-REVENUES>                            3,414,179
<CGS>                                       1,793,610
<TOTAL-COSTS>                               1,658,756
<OTHER-EXPENSES>                               38,596
<LOSS-PROVISION>                                    0
<INTEREST-EXPENSE>                             30,545
<INCOME-PRETAX>                              (107,328)
<INCOME-TAX>                                        0
<INCOME-CONTINUING>                          (107,328)
<DISCONTINUED>                                      0
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                 (107,328)
<EPS-PRIMARY>                                    (.05)
<EPS-DILUTED>                                    (.05)
        

</TABLE>


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