LOGIMETRICS INC
10QSB, 1998-03-24
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                For the quarterly period ended September 30, 1997

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                For the transition period from ______ to _______

                         Commission file number 0-10696

                                LogiMetrics, Inc.
        (Exact name of small business issuer as specified in its charter)

                               Delaware 11-2171701
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

                    50 Orville Drive, Bohemia, New York 11716
                    (Address of principal executive offices)

                    Issuer's telephone number: (516) 784-4110

     (Former name, former address and former fiscal year, if changed since
                                  last report)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 [ ]                           No [X]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

           Common Stock, par value Outstanding at February 20, 1998:
                        $.01 per share 25,648,984 shares

           Transitional Small Business Disclosure Format (check one):

                      Yes [ ]                          No [X]


<PAGE>

                                LOGIMETRICS, INC.

                                      INDEX



                                                                     PAGE

Part I - Financial Information


Item 1.  Consolidated Financial Statements (Unaudited)

    Balance Sheet - September 30, 1997................................  3

    Statements of Operations -
    Three months ended September 30, 1997 and 1996....................  4

    Statements of Cash Flows -
    Three months ended September 30, 1997 and 1996....................  5

    Notes to Consolidated Financial Statements........................ 6-7

Item 2.  Management's Discussion and Analysis or Plan of Operation.... 8-11

PART II - OTHER INFORMATION

Item 3.  Defaults Upon Senior Securities............................... 12

Item 6.  Exhibits and Reports on Form 8-K.............................. 12

SIGNATURES............................................................. 13



<PAGE>

                               LOGIMETRICS, INC.
                           CONSOLIDATED BALANCE SHEET
                               September 30, 1997
                                  (Unaudited)

ASSETS
CURRENT ASSETS:
  Cash                                                       $  1,108,023
  Accounts receivable, less allowance
    for doubtful accounts of $150,000                           2,248,449
  Costs and estimated earnings in excess of
     billings on uncompleted contracts (Note 2)                   133,379
  Inventories (Note 3)                                          3,620,704
  Prepaid expenses and other current assets                       252,865
                                                                ---------
      Total current assets                                      7,363,420

  Equipment and fixtures (net)                                    648,976
  Deferred financing costs                                        167,470
  Other assets                                                     52,014
                                                                ---------
  TOTAL ASSETS                                               $  8,231,880
                                                               ==========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
  Accounts payable and other accrued expenses                $  3,651,922
  Advance payments                                              1,095,907
  Income taxes payable                                            189,109
  Current portion of long-term debt (Note 4)                    2,853,153
                                                                ---------
     Total current liabilities                                  7,790,091
  Long-term debt (Note 4)                                       4,374,877
                                                               ----------
  TOTAL LIABILITIES                                           $12,164,968
                                                               ----------
COMMITMENTS
STOCKHOLDERS' DEFICIENCY (Note 4 and 5)
  Preferred Stock:
    Series A, stated value $50,000 per share;
    authorized, 200 shares; issued and
    outstanding, 28 shares                                        924,526
  Common Stock:
    Par value $.01; authorized
    100,000,000 shares; issued and
    outstanding, 25,601,814 shares                                256,018
   Additional paid-in capital                                   4,306,468
   Deficit                                                     (8,514,650)
   Stock subscriptions receivable (Note 5)                       (905,450)
                                                               -----------

   TOTAL STOCKHOLDERS' DEFICIENCY                            $ (3,933,088)
                                                               -----------

   TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY            $  8,231,880
                                                              ===========

                 See Notes to Consolidated Financial Statements

<PAGE>

                               LOGIMETRICS, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

                                        Three Months Ended September 30,

                                             1997                 1996
                                                            Restated (Note 1)

Net Revenues                            $  1,011,698           $   2,817,152
Cost and expenses:
  Cost of revenues                         1,136,148               2,101,755
  Selling, general and administrative
    expenses                                 818,220                 906,183
  Research and development                   119,459                 161,340
                                          ----------               ---------
  Loss from operations                    (1,062,129)               (352,126)

  Interest expense                           237,960                 178,627
                                          ----------               ----------
  Loss before income taxes                (1,300,089)               (530,753)

  Provision (benefit) for
    income taxes                            (227,455)                 68,871
                                          -----------              ----------
  Net loss                                (1,072,634)               (599,624)

  Preferred stock dividends                   40,564                  54,461
                                          ----------               ----------
  Net loss attributable to
    common shareholders                  $(1,113,198)           $    (654 085)
                                          ==========              ============
  Loss per common share (Note 6)         $     (0.05)           $      ( 0.03)

  Weighted average number of common
    shares outstanding                    24,606,345               22,202,754
                                          ==========             ============


                 See Notes to Consolidated Financial Statements
<PAGE>

                               LOGIMETRICS, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

                                          Three Months Ended September 30,

                                                  1997                 1996
                                                               (Restated Note 1)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                   $  (1,072,634)        $   (599,624)
                                              -----------            --------
Adjustments to reconcile net loss to
  net cash (used for) provided by
  operating activities:
    Depreciation and amortization                131,298               108,639
    Increase (decrease) in cash from:
      Accounts receivable                        (84,285)            1,169,218
      Costs and estimated earnings
        in excess of billings on
        uncompleted contracts                    651,634              (330,983)
      Inventories                               (271,668)             (308,371)
      Prepaid expenses and other
        current assets                            45,647                58,423
      Accounts payable and accrued
        expenses                              (1,346,418)             (497,951)
      Other assets/liabilities                  (287,186)              754,017
                                               ----------              --------

          Total adjustments                   (1,160,978)              952,992
                                              -----------            ----------
Net cash (used for) provided by 
  operating activities                        (2,233,612)              353,368
                                              -----------            ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of equipment and fixtures         (68,137)              (87,089)
                                                ---------            ----------
     Net cash used for investing activities      (68,137)              (87,089)
                                                ---------             ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from debt issuance - net          2,691,268               49,046
     Proceeds from warrant issuance               525,833                 -
     Proceeds from sale of stock                   12,500                 -
     Repayment of loan from               
          stockholders - net                     (200,000)            (248,000)
     Proceeds from exercise of warrants            14,717                 -
     Stock subscriptions received                   8,500                 -
     Repayment of debt                            (11,373)             (35,895)
                                                ---------            ----------
     Net cash provided by (used for)
       financing activities                     3,041,445             (234,849)
                                                ---------            ----------
NET INCREASE IN CASH                              739,696               31,430
CASH and CASH EQUIVALENTS, beginning
  of period                                       368,327              269,248
                                               ----------            ---------
CASH AND CASH EQUIVALENTS, end of period      $ 1,108,023           $  300,678
                                               ==========            =========

                 See Notes to Consolidated Financial Statements


<PAGE>


                                LOGIMETRICS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.       Financial Statements

The  accompanying  consolidated  financial  statements  include the  accounts of
LogiMetrics,  Inc.  ("LogiMetrics") and its wholly owned  subsidiaries,  mmTech,
Inc.  ("mmTech") and LogiMetrics FSC, Inc.  (collectively,  the "Company").  All
intercompany  balances and transactions  have been eliminated.  The consolidated
financial  statements  have  been  prepared  to give  retroactive  effect to the
business  combination with mmTech which occurred on April 25, 1997 and which has
been accounted for as a pooling of interests.

The Company's financial  statements have been prepared assuming that the Company
will  continue  as a going  concern.  The  independent  auditors'  report on the
Company's financial  statements for the fiscal year ended June 30, 1997 included
an emphasis  paragraph  concerning the Company's  ability to continue as a going
concern.  The consolidated  financial  statements do not include any adjustments
that might result from the outcome of this uncertainty.

The balance sheet as of September 30, 1997, the statements of operations for the
three-month  periods ended  September 30, 1997 and 1996,  and the  statements of
cash flows for the  three-month  periods ended  September 30, 1997 and 1996, are
unaudited.  Such unaudited  consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial reporting and with the instructions to Form 10-QSB. Accordingly,  they
do not include all of the  information  and  disclosures  required by  generally
accepted accounting principles for complete financial statements. In the opinion
of  management,  all  adjustments,   consisting  of  normal  recurring  accruals
considered  necessary for a fair presentation,  have been included.  Results for
the three months ended September 30, 1997 are not necessarily  indicative of the
results that may be achieved for any other interim period or for the fiscal year
ending June 30, 1998.  These  statements  should be read in conjunction with the
financial  statements and related notes included in the Company's  Annual Report
on Form 10-KSB for the year ended June 30, 1997.

2.  Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts

Costs and  estimated  earnings in excess of billings  on  uncompleted  contracts
consist of the following at September 30, 1997:

Costs and estimated earnings                      $1,235,707

Less:  Estimated loss upon completion               (293,094)
       Progress billings                            (809,234)
                                                   ----------
                                                  $  133,379
                                                   =========

3.  Inventories

     Inventory consists of the following at September 30, 1997:

     Raw materials and components                $ 1,312,969
     Work-in-progress                              1,665,909
     Finished goods                                  641,826
                                                   ---------
                                                 $ 3,620,704
                                                   =========

4.  Long-Term Debt

    Long-term debt consists of the following at September 30, 1997:

    Notes payable to Bank                       $  2,433,616
    Class A Debentures                             2,807,823
    Class B Debentures                             1,534,125
      Less:  Discount at issuance                   (457,628)
      Plus:  Amortization of discount                257,418 
    Notes payable - officer                          432,653
    Notes payable - other                             45,000
    Capital lease obligations                        175,023
                                                  ----------
    Sub-total                                      7,228,030
       Less: current portion                       2,853,153
                                                  ----------
    Total long term debt                        $  4,374,877
                                                 ===========

Principal payments due on all long-term debt consist of the following:

     Fiscal year ending June 30, 1998           $  2,748,294
     Fiscal year ending June 30, 1999                251,870
     Fiscal year ending June 30, 2000              4,216,245
     Thereafter                                       11,621
                                                 -----------
                                                $  7,228,030
                                                 ===========

5.  Stockholders' Deficiency

Stock Subscriptions Receivable

Stock subscriptions receivable consists of the following at September 30, 1997:

     Notes from former officers                 $      154,450
     Notes from two employees                          675,000
     Notes from investors                               41,000
     Note from a director                               35,000
                                                 -------------
                                                $      905,450
                                                 =============

6.       Loss Per Share

Loss per common  share was  computed  by dividing  the net loss by the  weighted
average number of shares of common stock outstanding  during each of the periods
presented.  The loss per share  calculations  for the three-month  periods ended
September  30, 1997 and  September  30, 1996, do not give effect to common stock
equivalents because they would have an antidilutive effect.


<PAGE>

LOGIMETRICS, INC.

Item 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations

Three Months Ended  September 30, 1997 Compared to Three Months Ended  September
30, 1996

Net  revenues  for the three  months ended  September  30, 1997  decreased  $1.8
million,  or 64.1%, to $1.0 million from $2.8 million for the comparable  period
of 1996.  The  decline in  revenues  for the quarter  ended  September  30, 1997
resulted  primarily  from delays in shipment  of certain  orders,  which had the
effect of delaying the recognition of revenues into later periods.  These delays
affected both the LMDS market and the markets for the Company's other products.

Cost of revenues for the three months ended  September 30, 1997  decreased  $1.0
million,  or 45.9%, to $1.1 million from $2.1 million for the comparable  period
of 1996. As a percentage  of net  revenues,  cost of revenues was 112.3% for the
quarter  ended  September  30,  1997,  compared to 74.6% for the  quarter  ended
September  30,  1996.  Cost of revenues  did not  decrease to the same extent as
revenues  during the three months ended September 30, 1997 primarily as a result
of certain production  inefficiencies resulting from lower manufacturing volume.
In addition,  during the September 1997 quarter,  the Company  completed several
orders which had  significantly  higher associated costs compared to the quarter
ended September 30, 1996.

SG&A expenses for the three months ended  September 30, 1997 decreased  $88,000,
or 9.7%, to $818,000, from $906,000 for the comparable period of 1996, primarily
as a result of lower staffing  expenses,  offset in part by higher  professional
fees and  amortization  of debt issuance costs. As a percentage of net revenues,
SG&A expenses increased to 80.9% of net revenues for the quarter ended September
30, 1997 from 32.2% for the comparable period of 1996,  primarily as a result of
a lower revenue base.

Research and development  expenses for the three months ended September 30, 1997
decreased $42,000, or 26.0%, to $119,000 from $161,000 for the comparable period
of 1996,  consistent with the Company's efforts to streamline its operations and
deploy its resources more efficiently.

The Company has implemented certain staffing reductions and other measures in an
effort to reduce its cost base in order to improve profitability.  No assurances
can be given,  however,  that such initiatives will ultimately  succeed or as to
the impact, magnitude or duration of any expense savings that may be achieved.

For the reasons  discussed  above,  operating  losses for the three months ended
September 30, 1997 increased $710,000, or 201.6%, to $1.1 million from $352,000 
for the comparable period in 1996.

Interest  expense  for the three  months  ended  September  30,  1997  increased
$59,000,  or 33.2%, to $238,000 from $179,000 for the comparable period of 1996,
primarily as a result of a higher level of average outstanding indebtedness.
 
During the  quarter  ended  September  30,  1997,  the Company had an income tax
benefit  of  $227,000,  compared  to an income tax  expense  of $69,000  for the
quarter ended September 30, 1996. The Company and mmTech currently file separate
federal and state tax  returns.  The tax benefit  recorded in the quarter  ended
September 30, 1997 relates to pre-tax losses generated by mmTech in that period.

During the  quarters  ended  September  30, 1997 and 1996,  the Company  accrued
dividends  on  its   outstanding   preferred   stock  of  $41,000  and  $54,000,
respectively.  The  decrease in  preferred  stock  dividends  resulted  from the
conversion of two shares of preferred stock into common stock during the quarter
ended September 30, 1997.

<PAGE>

For the reasons  discussed above, net loss  attributable to common  shareholders
for the quarter ended September 30, 1997 increased  $459,000,  or 70.2%, to $1.1
million from $654,000 for the comparable period in 1996.

Liquidity and Capital Resources

At  September  30,  1997,  the  Company  had cash and cash  equivalents  of $1.1
million.  At such date, the Company had total current assets of $7.4 million and
total current liabilities of $7.8 million.

Net cash used for  operating  activities  was $2.2  million for the three months
ended September 30, 1997, compared to net cash provided by operating  activities
of  $353,000  for the  comparable  period in 1996.  Net cash used for  operating
activities  during the three months ended September 30, 1997 resulted  primarily
from a net loss of $1.1  million and the  repayment  of $1.3 million of accounts
payable,  offset in part by a $652,000 decrease in costs and estimated  earnings
in excess of billings on uncompleted  contracts.  Net cash provided by operating
activities  during the three months ended September 30, 1996 resulted  primarily
from a $1.2 million decrease in accounts receivable which more than offset a net
loss of $600,000.
 
Net cash used for  investing  activities  was $68,000 for the three months ended
September 30, 1997, and $87,000 for the comparable period in 1996. Net cash used
for investing  activities in each period resulted from the purchase of equipment
to support the Company's  operations.  

Net cash provided by financing  activities was $3.0 million for the three months
ended  September  30, 1997,  while net cash used for  financing  activities  was
$235,000 for the three months ended  September  30, 1996.  Net cash  provided by
financing activities during the 1997 period resulted primarily from the proceeds
of certain  debt and warrant  issuances  by the  Company,  offset in part by the
repayment of loans from an officer of the Company.  Net cash used for  financing
activities  during the 1996 period  resulted  primarily  from the  repayment  of
certain outstanding indebtedness.

Since January 1, 1996,  the Company has raised  approximately  $6.1 million from
the private sales of convertible  debentures,  convertible  preferred  stock and
warrants  to fund a  portion  of its cash flow  needs.  To the  extent  that the
Company  is  unable  to meet its  working  capital  requirements  by  generating
positive cash flow from  operations,  the Company  intends to continue to fund a
portion of its working capital  requirements through the sale of its securities.
There  can be no  assurance  that  the  Company  can  continue  to  finance  its
operations  through the sale of  securities or as to the terms of any such sales
that may occur in the future.  If the  Company is unable to generate  sufficient
cash flows from  operations  or other  sources,  the  Company may not be able to
achieve  its growth  objectives,  may have to  curtail  further  its  marketing,
development or operations, and may be unable to continue as a going concern.

The  Company is a party to a Restated  and Amended  Term Loan Note,  dated as of
April 25, 1997, and a Sixth Restated and Amended Revolving Credit Note, dated as
of April 25,  1997,  pursuant to which North Fork Bank (the "Bank") has provided
the Company with a $640,000 term loan (the "Term Loan") which  matures  December
31, 1998 and a revolving  credit facility (the  "Revolver")  which matures April
30,  1998,  pursuant to which the Company is entitled to draw up to $2.2 million
assuming  sufficient  eligible inventory and accounts  receivable (the Term Loan
and the  Revolver  are  referred  to  herein  collectively  as the  "Facility").
Outstanding amounts under the Facility bear interest at the rate of 2% per annum
in excess of the Bank's prime rate. At September 30, 1997, the Bank's prime rate
was 8.5%. As a result of the Company's  continuing  losses,  as of September 30,
1997, the Company was in violation of a covenant  contained in the Facility that
the  Company  report  net  income  of at least  $1.00  for each  fiscal  quarter
beginning  with the quarter  ended June 30,  1997 (the "Net  Income  Covenant").
Additionally,  as of November 14, 1997 and February 16, 1998, the Company was in
violation of a covenant contained in the

<PAGE>

Facility  requiring the Company to deliver to the Bank financial  statements for
the fiscal quarters ended September 30, 1997 and December 31, 1997, respectively
(the  "Reporting  Requirement  Covenant").  The Bank has  waived  the Net Income
Covenant  default  in respect of the  fiscal  quarters  ended June 30,  1997 and
September 30, 1997. The Bank has also waived the Reporting  Requirement Covenant
default until March 31, 1998.

In addition to the  Facility,  at September  30, 1997 the Company had issued and
outstanding  $2.8  million  of its Class A 13% Senior  Subordinated  Convertible
Pay-in-Kind  Debentures  due July 29,  1999  (the  "Class A  Debentures"),  $1.5
million of its Amended and Restated Class B 13% Senior Subordinated  Convertible
Pay-in-Kind  Debentures due July 29, 1999 (the "Class B Debentures") and $45,000
of its Senior  Subordinated  Notes  together with the Class A Debentures and the
Class B  Debentures,  the "Senior  Subordinated  Indebtedness"),  which  contain
financial covenants  identical to those contained in the Facility.  Accordingly,
as of  September  30,  1997,  the  Company  was in default in respect of the Net
Income Covenant  contained in the Senior  Subordinated  Indebtedness to the same
extent as under the Facility. Additionally, as of November 14, 1997 and February
16, 1998,  the Company was in default of the Reporting  Requirement  Covenant to
the same extent as under the  Facility.  The holders of the Senior  Subordinated
Indebtedness  have  waived  the Net  Income  Covenant  default in respect of the
fiscal  quarters ended June 30, 1997,  September 30, 1997 and December 31, 1997,
and have waived the Reporting Requirement Covenant default until March 31, 1998.
Pursuant to the terms of the Class A Debentures and the Class B Debentures,  the
Company is  required  to file a  registration  statement  covering,  among other
things, the resale of the shares of Common Stock issuable upon the conversion of
the Class A  Debentures  and the Class B  Debentures  on or prior to October 27,
1997 and to have the registration statement declared effective by the Securities
and Exchange Commission (the "SEC") on or prior to January 25, 1998. The Company
has not yet filed the registration  statement.  Unless the Company complies with
its  registration  obligations,  the interest rate on the Class A Debentures and
the Class B Debentures will increase  (subject to a maximum interest rate of 17%
per annum).  The holders of the Class A  Debentures  and the Class B  Debentures
have the  right  to  declare  all  amounts  thereunder  due and  payable  if the
registration statement is not declared effective by the SEC on or prior to April
25, 1998. The holders of the Class A Debentures and the Class B Debentures  have
waived  until March 31, 1998 any  default  arising as a result of the  Company's
failure to file the required registration statement.

At December  12, 1997,  CellularVision  Technology  &  Telecommunications,  L.P.
("CT&T")  was  indebted  to the  Company  in the  amount of  approximately  $3.4
million,  representing  amounts due and owing as a result of equipment purchased
by CT&T.  In  December  1997,  CellularVision  of New York,  L.P.  ("CVNY"),  an
affiliate of CT&T,  entered into a letter agreement with the Company pursuant to
which CVNY  agreed to pay on behalf of CT&T  approximately  $3.0  million of the
amounts  owed by CT&T.  Under  the  terms of the  letter  agreement,  CVNY  paid
$350,000 to the Company,  and delivered to the Company a secured promissory note
in the principal  amount of approximately  $2.6 million (the "CVNY Note").  CVNY
paid the Company $50,000 pursuant to the terms of the CVNY Note. On December 31,
1997, the Company sold the CVNY Note for approximately  $2.4 million.  There can
be no assurance that the Company will receive  payment of the remaining  amounts
owed to it by CT&T or as to the timing of any such payments that are  ultimately
made.

The Company and mmTech  currently  file  separate  federal and state  income tax
returns.  As of June 30, 1997, the Company had an  approximate  $6.1 million net
operating loss carry forward available to be used to offset future income.

Disclosure Regarding Forward Looking Statements

Certain  information  contained  in this Form  10-QSB  contains  forward-looking
statements  within the meaning of Section 27A of the  Securities Act of 1933, as
amended,  and Section 21E of the  Securities  Exchange Act of 1934,  as amended.
Although  the  Company  believes  that  the   expectations   reflected  in  such
forward-looking statements are based on reasonable assumptions,  there can be no
assurance that its expectations will be 

<PAGE>

realized.  Forward-looking  statements  involve known and unknown risks that may
cause the Company's actual results for future periods to differ  materially from
management's  expectations.  Future  events and actual  results,  financial  and
otherwise,  could differ  materially  from those set forth in or contemplated by
the  forward-looking  statements  contained  herein.  Factors  that could  cause
results to differ materially from the Company's  expectations  include,  but are
not limited to, the following:  general  economic and political  conditions,  as
well as  conditions  in the markets for the  Company's  products;  the Company's
history of losses,  cash constraints and ability to continue as a going concern;
the recent shift in the Company's  business focus;  the Company's  dependence on
and the effects of government  regulation;  the Company's dependence on the LMDS
market and uncertainties relating to the size and timing of any such market that
ultimately develops; the Company's dependence on large orders and the effects of
customer concentrations;  the Company's relationship with CT&T and the resulting
limitations  on the  Company's  ability to sell certain of its products to third
parties;  the Company's dependence on the sale of securities to meet its working
capital needs; the Company's dependence on future product development and market
acceptance  of the  Company's  products,  particularly  in the LMDS market;  the
Company's limited  proprietary  technology;  possible  fluctuations in quarterly
results;  the effects of competition;  risks related to  international  business
operations;  the Company's dependence on independent sales representatives;  and
the Company's dependence on a limited number of suppliers.  Other factors may be
described  from time to time in the  Company's  other filings with the SEC, news
releases and other communications.

<PAGE>

                           PART II - OTHER INFORMATION

Item 3.  Defaults Upon Senior Securities

For a description of certain defaults under the Company's debt  securities,  see
Item 2.  Management's  Discussion  and Analysis or Plan of Operation - Liquidity
and Capital Resources.

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits:

Number   Description

3.1  Certificate of  Incorporation  of  LogiMetrics,  Inc. (the  "Company"),  as
     amended  (previously filed as Exhibit 3.1 to the Company's Annual Report on
     Form 10-KSB for the fiscal year ended June 30, 1997 (file no.  0-10696) and
     incorporated herein by reference).

3.2  By-laws, as amended, of the Company (previously filed as Exhibit 3.2 to the
     Company's  Annual  Report on Form 10-KSB for the fiscal year ended June 30,
     1997 (file no. 0-10696) and incorporated herein by reference).

4.1  Form  of  the  Company's  Class  A  13%  Senior  Subordinated   Convertible
     Pay-in-Kind  Debentures due July 29, 1999 (previously  filed as Exhibit 4.1
     to the  Company's  Annual  Report on Form  10-KSB for the fiscal year ended
     June 30, 1997 (file no. 0-10696) and incorporated herein by reference).

4.2  Form of the Company's Amended and Restated Class B 13% Senior  Subordinated
     Convertible  Pay-in-Kind  Debentures due July 29, 1999 (previously filed as
     Exhibit 4.2 to the  Company's  Annual  Report on Form 10-KSB for the fiscal
     year ended June 30,  1997 (file no.  0-10696)  and  incorporated  herein by
     reference).

27.1     Financial Data Schedule.

(b)      Reports on Form 8-K:

Not applicable.

<PAGE>
      
                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                      LOGIMETRICS, INC.

Dated: March 24, 1998                 By:/s/ Erik S. Kruger
                                       ______________________________
                                         Erik S. Kruger
                                         Vice President
                                         Finance and Administration and
                                         Principal Accounting Officer


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
          THIS  SCHEDULE CONTAINS SUMMARY  FINANCIAL  INFORMATION EXTRACTED FROM
          THE REGISTRANT'S FORM 10-QSB FOR THE THREE  MONTHS ENDED SEPTEMBER 30,
          1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
          STATEMENTS
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                            JUN-30-1998
<PERIOD-END>                                 SEP-30-1997
<CASH>                                         1,108,023
<SECURITIES>                                           0
<RECEIVABLES>                                  2,398,449
<ALLOWANCES>                                    (150,000)
<INVENTORY>                                    3,620,704
<CURRENT-ASSETS>                               7,363,420
<PP&E>                                         2,823,086
<DEPRECIATION>                                 2,174,110
<TOTAL-ASSETS>                                 8,231,880
<CURRENT-LIABILITIES>                          7,790,091
<BONDS>                                        4,141,738
                                  0
                                      924,526
<COMMON>                                         256,018
<OTHER-SE>                                    (5,113,632)
<TOTAL-LIABILITY-AND-EQUITY>                   8,231,880
<SALES>                                        1,011,698
<TOTAL-REVENUES>                               1,011,698
<CGS>                                          1,136,148
<TOTAL-COSTS>                                  2,073,827
<OTHER-EXPENSES>                                       0
<LOSS-PROVISION>                                       0
<INTEREST-EXPENSE>                               237,960
<INCOME-PRETAX>                               (1,300,089)
<INCOME-TAX>                                    (227,455)
<INCOME-CONTINUING>                           (1,072,634)
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                  (1,072,634)
<EPS-PRIMARY>                                       (.05)
<EPS-DILUTED>                                       (.05)

        

</TABLE>


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