UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE SIX MONTH PERIOD ENDED MARCH 31, 2000
Commission File number 0-2364
BOONTON ELECTRONICS CORPORATION
State: New Jersey I.R.S. Identification No. 22-1543137
25 Eastmans Road, P.O. Box 465,
Parsippany, New Jersey 07054-0465
973-386-9696
"Indicate by checkmark 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 of Common Stock Outstanding:
March 31, 2000 2,387,332
March 31, 1999 2,387,332
<PAGE>
(UNAUDITED)
BOONTON ELECTRONICS CORPORATION
BALANCE SHEETS
March 31, 2000 September 30, 1999
ASSETS -------------- ------------------
Current assets:
Cash and cash equivalents $ 236,044 $ 69,484
Trade receivables 1,184,357 866,475
Inventories 1,580,633 1,441,561
Deferred tax benefit 86,000 86,000
Prepaid expenses and other receivables 264,898 271,945
-------------- --------------
Total current assets 3,351,932 2,735,465
-------------- --------------
Plant and equipment - net 332,800 375,287
-------------- --------------
Other assets:
Deferred tax benefit 322,435 322,435
Deposits 70,121 70,121
-------------- --------------
Total other assets 392,556 392,556
-------------- --------------
Total assets $ 4,077,288 $ 3,503,308
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 324,688 $ 84,303
Related party loans 43,530 43,530
Accounts payable 986,586 1,082,132
Other current liabilities 554,969 298,717
-------------- --------------
Total current liabilities 1,909,773 1,508,682
Notes payable - noncurrent 203,640 234,849
Related party loans - noncurrent 218,970 218,970
-------------- --------------
Total liabilities 2,332,383 1,962,501
-------------- --------------
Commitments and contingencies
Stockholders' equity:
Common stock 238,733 238,733
Capital in excess of par 5,005,563 5,005,563
Deficit (3,499,391) (3,703,489)
-------------- --------------
Total stockholders' equity 1,744,905 1,540,807
-------------- --------------
Total liabilities and stockholders' equity $ 4,077,288 $ 3,503,308
============== ==============
The accompanying notes are an integral part of these statements.
(Unaudited)
2
<PAGE>
(UNAUDITED)
BOONTON ELECTRONICS CORPORATION
STATEMENTS OF OPERATIONS
For the Six Months Ended
March 31, 2000 March 31, 1999
-------------- --------------
Net sales $ 4,117,284 $ 3,414,179
Cost of sales 2,265,530 1,793,608
-------------- --------------
Gross profit 1,851,754 1,620,571
-------------- --------------
Operating expenses:
Commissions 478,733 437,377
Research and development 363,777 433,997
Other operating expenses 810,821 787,382
-------------- --------------
Total operating expenses 1,653,331 1,658,756
-------------- --------------
Income (loss) from operations 198,423 (38,185)
-------------- --------------
Interest expense 20,579 30,545
Other (income) expense (26,254) 38,598
-------------- --------------
Total other (income) expense (5,675) 69,143
-------------- --------------
Income (loss) before taxes 204,098 (107,328)
Income taxes - -
-------------- --------------
Net income (loss) 204,098 (107,328)
Stockholders' equity - beginning 1,540,807 2,617,255
Common stock sold - 442,000
-------------- --------------
Stockholders' equity - ending $ 1,744,905 $ 2,951,927
============== ==============
Weighted average shares outstanding 2,387,332 2,314,765
============== ==============
Earnings (loss) per share $ 0.09 $ (0.05)
============== ==============
The accompanying notes are an integral part of these statements.
3
<PAGE>
(UNAUDITED)
BOONTON ELECTRONICS CORPORATION
STATEMENTS OF OPERATIONS
For the Three Months Ended
March 31, 2000 March 31, 1999
-------------- --------------
Net sales $ 2,345,961 $ 1,906,339
Cost of sales 1,355,704 917,610
-------------- --------------
Gross profit 990,257 988,729
-------------- --------------
Operating expenses:
Commissions 252,040 301,279
Research and development 189,773 199,463
Other operating expenses 442,180 430,112
-------------- --------------
Total operating expenses 883,993 930,854
-------------- --------------
Income from operations 106,264 57,875
-------------- --------------
Interest expense 10,749 16,058
Other (income) expense (7,733) 26,636
-------------- --------------
Total other expense 3,016 42,694
-------------- --------------
Income before taxes 103,248 15,181
Income taxes - -
-------------- --------------
Net income 103,248 15,181
Stockholders' equity - beginning 1,641,657 2,936,746
Common stock sold - -
-------------- --------------
Stockholders' equity - ending $ 1,744,905 $ 2,951,927
============== ==============
Weighted average shares outstanding 2,387,332 2,314,765
============== ==============
Earnings per share $ 0.04 $ 0.00
============== ==============
The accompanying notes are an integral part of these statements.
4
<PAGE>
(UNAUDITED)
BOONTON ELECTRONICS CORPORATION
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Six Months Ended
March 31, 2000 March 31, 1999
-------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 204,098 $ (107,328)
Adjustments to reconcile net income (loss):
Depreciation 42,487 44,008
Gain on sale of assets - (150)
Decrease (increase) in current assets:
Accounts receivable (317,882) 305,198
Inventories (139,072) (246,241)
Prepaid expenses and other current assets 7,047 (189,674)
Increase (decrease) in current liabilities:
Accounts payable (95,546) 133,305
Accrued liabilities 256,252 (169,974)
Chapter 11 settlement - current - (144,993)
-------------- --------------
Net cash (used) by operations (42,616) (375,849)
-------------- --------------
Cash flows from investing activities:
Purchase of equipment - (5,872)
Proceeds from sale of assets - 150
-------------- --------------
Net cash provided (used) by investing activities - (5,722)
-------------- --------------
Cash flows from financing activities:
Payments on loans (40,824) (33,256)
Proceeds from borrowings 250,000 -
Proceeds from sale of common stock - 442,000
-------------- --------------
Net cash provided by financing activities 209,176 408,744
-------------- --------------
Increase in cash and cash equivalents 166,560 27,173
Cash and cash equivalents at beginning of period 69,484 113,812
-------------- --------------
Cash and cash equivalents at end of period $ 236,044 $ 140,985
============== ==============
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
(UNAUDITED)
BOONTON ELECTRONICS CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
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 via domestic sales representatives and 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.
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 trade accounts under the direct
write-off method whereas generally accepted accounting principles
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 are valued 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
6
<PAGE>
(UNAUDITED)
BOONTON ELECTRONICS CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
The accelerated cost recovery and modified accelerated cost recovery
systems are used for income tax purposes. Cost of major renewals and
improvements that extend the life of the plant 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 limits.
G. Income taxes - The Company adopted the provisions of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes"
that 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 differences between the financial statement 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 carry forward
applying the valuation allowance that 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 shall 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 the 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
Accounting 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, 2000
NOTE 2 - INVENTORIES:
March 31, 2000 September 30, 1999
-------------- ------------------
Raw material $ 1,115,241 $ 846,594
Work in process 234,655 326,332
Finished goods 230,737 268,635
-------------- --------------
Total inventories $ 1,580,633 $ 1,441,561
============== ==============
NOTE 3 - PLANT AND EQUIPMENT:
March 31, 2000 September 30, 1999
-------------- ------------------
Building and improvements $ 62,329 $ 62,329
Machinery and equipment 1,675,512 1,675,512
Office furniture and fixtures 583,232 583,232
-------------- --------------
Total - at cost 2,321,073 2,321,073
Accumulated depreciation (1,988,273) (1,945,786)
-------------- --------------
Plant and equipment - net $ 332,800 $ 375,287
============== ==============
NOTE 4 - RELATED PARTY LOANS AND NOTES PAYABLE:
March 31, 2000 September 30, 1999
-------------- ------------------
A. Related Party Loans
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
-------------- --------------
Non current portion $ 218,970 $ 218,970
============== ==============
Interest expense for the fiscal years ended September 30, 1999 and 1998 amounted
to $23,953 and $24,035, respectively. No principal payments were made during the
year ended September 30, 1999 since these notes are subordinated to the NJEDA
loan.
8
<PAGE>
(UNAUDITED)
BOONTON ELECTRONICS CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
March 31, 2000 September 30, 1999
-------------- ------------------
B. Notes Payable
New Jersey Economic Development
Authority (NJEDA):
Note, dated July 31, 1996, payable
in monthly installments of $7,620
including interest at 6.75% per
annum through June 30, 2003: $ 278,328 $ 319,152
Wireless Telecom Group (see Note 11):
Note, dated March 2, 2000, payable
in full including interest at 9.75%
per annum: 250,000 -
-------------- --------------
Total notes payable 528,328 319,152
Less current portion 324,688 84,303
-------------- --------------
Non current portion $ 203,640 $ 234,849
============== ==============
NJEDA interest expense for the fiscal years ended September 30, 1999 and 1998
amounted to $24,855 and $28,061, respectively. Future principal payments under
the terms of the NJEDA note agreement are as follows:
Fiscal Year Amount
----------- -----------
2000 $ 84,303
2001 77,778
2002 83,271
2003 73,800
-----------
Total $ 319,152
===========
NOTE 5 - CONCENTRATION OF CREDIT RISK:
The Company maintains cash and cash equivalents at two financial institutions
that are insured by the Federal Deposit Insurance Corporation (FDIC). The
Company at times during the period had amounts in these institutions that
exceeded the FDIC insurable limit of $100,000. In the normal course of business
the Company extends unsecured credit to customers in the United States and
abroad.
9
<PAGE>
(UNAUDITED)
BOONTON ELECTRONICS CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
NOTE 6 - 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 October 1, 1995, the Company
increased the matching contribution to 50% of the elective
deferral amount of each participant that does not exceed 6% of
total compensation. The amounts charged to operations for the
fiscal years ended September 30, 1999 and 1998 were $32,854 and
$33,792, respectively.
B. Employee Stock Option 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 Plan 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.
<TABLE>
<CAPTION>
Price Per Share Number of Shares
--------------- ----------------
<S> <C> <C>
Shares under option at September 30, 1998 $ 1.0625 26,500
Expired $ 1.0625 (14,000)
-------
Shares under option at September 30, 1999 $ 1.0625 12,500
Expired $ 1.0625 (12,500)
-------
Shares under option at March 31, 2000 $ 1.0625 -
=======
</TABLE>
C. Lease commitments:
Effective September 28, 1994, the Company entered into a
seven-year lease (with a five-year renewal option) for its present
office and manufacturing facility in Hanover Township, New Jersey.
Rent that was charged to operations for the fiscal year ended
September 30, 1999 totaled $332,000. Future minimum lease payments
required under the lease for fiscal years 2000 and 2001 are
$332,000 and $332,000, respectively.
10
<PAGE>
(UNAUDITED)
BOONTON ELECTRONICS CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
The Company leases certain equipment under operating lease
arrangements that are generally 60-month terms. These operating
leases expire in various years through 2005. One of these leases
may be renewed at the end of three years. Future minimum payments
consisted of the following at September 30, 1999:
Fiscal Year Amount
----------- ---------
2000 $ 52,186
2001 54,624
2002 51,511
2003 49,287
2004 44,536
2005 2,438
Contingencies:
A. Environmental Contingencies:
Follow 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 groundwater management plan into effect as approved by the
NJDEP. Costs associated with the plan are charged directly to
income as incurred. The owner of the site has notified the Company
that if the NJDEP investigation proves to interfere 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 groundwater
management plan for the fiscal years ended September 30, 1999 and
1998 amounted to $79,855 and $57,205, respectively. The Company
estimates the expenditures in this regard for the fiscal year
ending September 30, 2000 shall amount to approximately $80,000.
B. Income Tax Contingencies:
The Company's income tax returns for the fiscal years ended
September 30, 1999, 1998, 1997 and 1996 are subject to review.
C. The Company remains liable for certain claims by a former
stockholder until full payment of the Stock Purchase by an
affiliated company.
D. A former employee has charged the Company with wrongful dismissal.
The Company contends there was no such discrimination and intends
to contest the suit.
11
<PAGE>
(UNAUDITED)
BOONTON ELECTRONICS CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
Contingencies - continued:
E. On March 2, 2000, the Company entered into an Agreement and Plan
of Reorganization (see Note 11). The Agreement provides that if it
is terminated under specific conditions and the Company or its
Shareholders enter into any acquisition transaction involving a
third party within one year after such termination, the Company
would be obligated to pay the Purchasers $100,000 plus certain
other expenses up to a maximum of $500,000. Management is
confident that the specific conditions for termination shall not
arise and that no "break-up fees" shall be incurred.
F. Management intends to pursue business alternatives including a
strategic- alliance, merger or sale of the Company.
NOTE 7 - COMMON STOCK:
<TABLE>
<CAPTION>
March 31, 2000 September 30, 1999
-------------- ------------------
<S> <C> <C>
Common Stock:
$.10 par value authorized 5,000,000 shares,
Issued and outstanding 2,387,332 shares $ 238,733 $ 238,733
============== ==============
</TABLE>
NOTE 8 - INCOME TAXES:
The components of the deferred tax asset are:
<TABLE>
<CAPTION>
March 31, 2000 September 30, 1999
-------------- ------------------
<S> <C> <C>
Deferred tax asset $ 3,029,700 $ 3,029,700
Valuation allowance (2,621,265) (2,621,265)
-------------- --------------
Net deferred tax asset $ 408,435 $ 408,435
============== ==============
</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". The ultimate realization of this deferred tax asset depends on
the ability to generate sufficient taxable income in the future. The Company has
undergone substantial restructuring changes and has made strategic realignments
of its operations that management believes will result in future profitability.
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 for the portion of the total deferred tax asset that will
not be realized as related to the operating loss carry forward.
12
<PAGE>
(UNAUDITED)
BOONTON ELECTRONICS CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
Income tax laws allow for the utilization of loss carry forwards over periods
not to exceed 15 and 7 years for Federal and State purposes, respectively. In
the event the Company reports sufficient profitability in the future to use all
or a portion of the deferred tax asset the valuation allowance shall be reduced
or eliminated through a credit to expense (increasing stockholders' equity). The
Company has net loss carry forwards for Federal and State purposes approximating
$6,706,500 and $8,327,500 that expire in various years through 2014 and 2006,
respectively. These loss carry forwards can be utilized to reduce future taxable
income dollar for dollar.
The following is a reconciliation of income taxes at the federal statutory rate
with income taxes recorded by the Company:
<TABLE>
<CAPTION>
March 31, 2000 March 31, 1999
-------------- --------------
<S> <C> <C>
Computed income taxes at statutory rate $ 69,393 $ -
Recognition of net operating loss (69,393) -
-------------- --------------
Expense (benefit) $ - $ -
============== ==============
</TABLE>
NOTE 9 - 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 Companies export sales were as follows:
Six Months Ended March 31, Amount % of Total Sales
-------------------------- ------ ----------------
2000 $1,476,560 36%
1999 1,749,788 51%
The Companies sales to domestic government agencies were as follows:
Six Months Ended March 31, Amount % of Total Sales
-------------------------- ------ ----------------
2000 $ 206,655 5%
1999 241,597 7%
NOTE 10 - EARNINGS PER SHARE:
Earnings per share have been computed by dividing net income by the
weighted-average number of shares outstanding of 2,387,332 for 2000 and
2,314,765 for 1999. Options to purchase a total of 428,268 shares of common
stock at $3.24 per share in 1999 were not included because the exercise price
exceeded the average market price and would have therefore resulted in
anti-dilution. Also in 1999, incentive stock option shares were not included
because they were deemed to be insignificant.
13
<PAGE>
(UNAUDITED)
BOONTON ELECTRONICS CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
NOTE 11 - CHANGE IN CONTROL OF COMPANY:
Boonton entered into an Agreement and Plan of Reorganization (the "Merger
Agreement") on March 2, 2000 with Wireless Telecom Group ("Wireless") and WTT
Acquisition Corp., a wholly owned subsidiary of Wireless. Boonton shall be
acquired by and become a wholly owned subsidiary of Wireless. Under the terms of
the Merger Agreement, each outstanding share of the Boonton's common stock shall
be converted into .79 shares of Wireless common stock on the closing date. It is
expected that the merger shall be completed before July 14, 2000. The Merger
Agreement is subject to approval by Boonton's stockholders as well as other
customary closing conditions and requirements. Wireless, headquartered in
Paramus NJ, is a global provider of noise generators used in the
telecommunications field.
Also, on March 2, 2000, Wireless and Boonton executed a Promissory Note whereby
Boonton promises to pay Wireless the sum of Two Hundred and Fifty Thousand
Dollars ($250,000) together with interest, equal to the rate of interest
announced on March 2, 2000 by Chase Manhattan Bank to be its prime or reference
rate plus one percent (1%) per annum, as follows. The principal due and any
accrued but unpaid interest shall immediately become due and payable on the
earlier of the 5th business day after the termination of the Merger Agreement or
July 14, 2000. If the note is not repaid in cash then it shall be converted into
225,000 shares of Boonton common stock. If the closing of the Merger Agreement
shall occur before July 14, 2000, or Boonton's obligation to repay the
Promissory Note is cancelled in accordance with a specified section of the
Merger Agreement, the principal due and any accrued but unpaid interest thereon
shall be cancelled and forgiven and Wireless shall release, acquit and discharge
Boonton from any liability under the Promissory Note.
14
<PAGE>
BOONTON ELECTRONICS CORPORATION
MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE SIX MONTHS ENDED MARCH 31, 2000
RESULTS OF OPERATIONS:
Net sales for the six months ended March 31, 2000 of $4,117,284 were
$703,105 higher than net sales of $3,414,179 reported for the six months ended
March 31, 1999. Domestic revenues increased by $976,333 due to significant sales
of the new Peak Power/CW Power and RF Volt Meter to domestic customers. Export
sales declined by $273,228. Gross profit as a percentage of net sales decreased
to 44.9% in the current period versus 47.5% for the equivalent period a year
ago. This was due to an increase in cost of goods sold that occurred primarily
because of overtime needed to produce the increased number of units shipped.
Commission expense increased by $41,356 over the prior year's
comparable period. Research and development expense decreased by $70,220 due to
completion of the new product design at the end of fiscal year 1999. Income from
operations of $198,423 was reported for the six months ended March 31, 2000 as
compared to a loss from operations of $38,185 for the previous year's equivalent
period. Net income of $204,098 was a $311,426 increase over the prior year's
comparable period net loss of $107,328 primarily due to the increased revenues
noted above. Earnings per share for the current period were $.09 versus a loss
per share of $.05 for the prior year's comparable period.
LIQUIDITY AND CAPITAL RESOURCES:
As disclosed in Note 11. to the Company's financial statements, the
Company has obtained a short term loan for $250,000 from Wireless Telecom Group,
Inc. a company with which the Company expects to merge with on or before July
14, 2000. The proceeds from the note shall be used to pay past due trade
payables. There have been no other significant changes in the Company's
financial condition since the fiscal year ended September 30, 1999 and the
information included in the Company's report on Form 10-KSB should be read in
conjunction with this report on Form 10-QSB.
Trade receivables at March 31, 2000 were higher than September 30, 1999
as a result of increased sales. Inventory also increased to $1,580,633 and
continues to include a write down of approximately $212,000. The current ratio
at March 31, 2000 decreased to 1.76 as compared to 1.81 at September 30, 1999
and working capital increased to $1,442,159 at March 31, 2000 versus $1,226,783
at September 30, 1999.
The Company's backlog at March 31, 2000 was $2,738,423 reflecting an
increase of $1,680,677 over the September 30, 1999 backlog. The increase was
primarily due to a $1,112,320 order placed in December 1999 for 8701 VXI
Modulation Meters.
15
<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 and Principal
Accounting Officer
May 12, 2000
16
<PAGE>
BOONTON ELECTRONICS CORPORATION
INDEX TO EXHIBITS AND REPORTS ON FORM 8-K
FILED IN THE QUARTERLY REPORT ON FORM 10-QSB
FOR THE SIX MONTHS ENDED MARCH 31, 2000
EXHIBIT NO. PAGE
- ----------- ----
27 Financial Data Schedule 18
REPORTS ON FORM 8-K:
- -------------------
(a) A report on Form 8-K was filed with the Commission on March 3, 2000
with regard to Item 5. - Other Items.
(b) A report on Form 8-K was filed with the Commission on March 14, 2000
with regard to Item 1. - Changes in Control of Registrant.
17
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000013191
<NAME> Boonton Electronics Corporation
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-START> OCT-01-1999
<PERIOD-END> MAR-31-2000
<CASH> 236,044
<SECURITIES> 0
<RECEIVABLES> 1,184,357
<ALLOWANCES> 0
<INVENTORY> 1,580,633
<CURRENT-ASSETS> 3,351,932
<PP&E> 2,321,073
<DEPRECIATION> 1,988,273
<TOTAL-ASSETS> 4,077,288
<CURRENT-LIABILITIES> 1,909,773
<BONDS> 0
0
0
<COMMON> 238,733
<OTHER-SE> 1,506,172
<TOTAL-LIABILITY-AND-EQUITY> 4,077,288
<SALES> 4,117,284
<TOTAL-REVENUES> 4,117,284
<CGS> 2,265,530
<TOTAL-COSTS> 1,653,331
<OTHER-EXPENSES> (26,254)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 20,579
<INCOME-PRETAX> 204,098
<INCOME-TAX> 0
<INCOME-CONTINUING> 204,098
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 204,098
<EPS-BASIC> .09
<EPS-DILUTED> .09
</TABLE>
