MIKRON INSTRUMENT CO INC
10-Q, 1996-06-12
INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL
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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


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

                        For Quarter Ended April 30, 1996
                                       OR

             [ ] 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: 0-15486

                         MIKRON INSTRUMENT COMPANY, INC.
             (Exact Name of Registrant as Specified in its Charter)

                              NEW JERSEY 22-1895668
                 State or other jurisdiction of (I.R.S. Employer
                incorporation or organization Identification No.)

                   16 Thornton Road, Oakland, New Jersey 07436
               (Address of Principal Executive Office) (Zip Code)

                                 (201) 405-0900
               (Registrant's telephone number including area code)

         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

         The number of shares of  registrant's  Common  Stock,  $.003 par value,
         outstanding as of April 30, 1996 was 3,654,200 shares.


<PAGE>



                         MIKRON INSTRUMENT COMPANY, INC.

                                      INDEX

                                                                        Page No.
PART I - FINANCIAL INFORMATION:
         Balance Sheet - April 30, 1996 and October 31, 1995                   1
         Statement of Operations - Three months and six months ended
         April 30, 1996 and 1995                                               2
         Statement of Cash Flows - Six months ended
         April 30, 1996 and 1995                                               3
         Notes to Financial Statements                                         4
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
  FINANCIAL CONDITION AND RESULTS OF OPERATIONS                              5-6
PART II - OTHER INFORMATION                                                    7
SIGNATURES                                                                     8




<PAGE>


                         MIKRON INSTRUMENT COMPANY, INC.

                                 BALANCE SHEETS



<TABLE>
<CAPTION>

                                                                                                     April 30,
                                                                                                       1996            October 31,
                                                                                                    (Unaudited)           1995
                                                                                                  ----------------   ---------------
<S>                                                                                             <C>                <C>


CURRENT ASSETS:
     Cash and cash equivalents                                                                  $         155,038  $         463,832
     Investment securities                                                                                100,000            400,000
     Trade Accounts receivable, less allowance for doubtful
         accounts of $107,000 in 1996 and 1995                                                          1,136,249          1,146,121
     Inventories                                                                                        2,363,733          2,070,365
     Prepaid expenses and other current assets                                                             99,033             28,142
                                                                                                  ----------------   ---------------
           TOTAL CURRENT ASSETS                                                                         3,854,053          4,108,460

PROPERTY AND EQUIPMENT                                                                                    231,252            110,383

OTHER ASSETS                                                                                              112,500            137,500
                                                                                                  ----------------   ---------------

                                                                                                $       4,197,805  $       4,356,343
                                                                                                  ================   ===============


                      LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES:
     Accounts payable and accrued expenses                                                      $         739,325  $         780,686
     Current maturity of long-term liability                                                               50,000             50,000
                                                                                                  ----------------   ---------------
           TOTAL CURRENT LIABILITIES                                                                      789,325            830,686
                                                                                                  ----------------   ---------------

LONG-TERM LIABILITY                                                                                        75,000            100,000
                                                                                                  ----------------   ---------------

COMMITMENTS

STOCKHOLDERS' EQUITY:
     Common stock, $.003 par value,
         authorized 15,000,000 shares, 3,654,200 shares
         issued and outstanding in 1996 and 1995                                                           12,181             12,181
     Paid-in capital                                                                                    3,151,831          3,151,831
     Retained earnings                                                                                    169,468            261,645
                                                                                                  ----------------   ---------------
           TOTAL STOCKHOLDERS' EQUITY                                                                   3,333,480          3,425,657
                                                                                                  ----------------   ---------------

                                                                                                $       4,197,805  $       4,356,343
                                                                                                  ================   ===============





</TABLE>





                       See notes to financial statements.

                                       -1-
<PAGE>
                        MIKRON INSTRUMENT COMPANY, INC.

                             STATEMENT OF OPERATIONS

                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                       Three months ended                  Six months ended
                                                                           April 30,                          April 30,
                                                               -----------------------------------  --------------------------------
                                                                    1996               1995              1996              1995
                                                               ----------------   ----------------  ---------------   --------------
<S>                                                          <C>                <C>                 <C>              <C>

REVENUES:
     Net sales                                               $       1,647,936  $       1,762,895   $    3,256,497   $    3,104,344
     Royalties                                                          59,803             30,186           84,803           64,682
     Investment income                                                   4,187              8,939           13,807           16,793
                                                               ----------------   ----------------  ---------------  ---------------
         TOTAL REVENUES                                              1,711,926          1,802,020        3,355,107        3,185,819
                                                               ----------------   ----------------  ---------------  ---------------


COSTS AND EXPENSES:
     Cost of goods sold                                                865,094            782,764        1,587,709        1,397,879
     Selling, general and administrative                               819,214            751,615        1,596,183        1,399,559
     Research and development                                          150,247            105,725          263,392          207,447
                                                               ----------------   ----------------  ---------------  ---------------
         TOTAL COSTS AND EXPENSES                                    1,834,555          1,640,104        3,447,284        3,004,885
                                                               ----------------   ----------------  ---------------  ---------------

NET INCOME (LOSS)                                            $        (122,629) $         161,916   $      (92,177)  $      180,934
                                                               ================   ================  ===============  ===============

NET INCOME (LOSS) PER SHARE                                  $           (0.03) $            0.04   $        (0.02)  $         0.05
                                                               ================   ================  ===============  ===============

NUMBERS OF SHARES USED IN
     COMPUTATION                                                     3,734,856          3,688,050        3,734,856        3,688,050
                                                               ================   ================  ===============  ===============











</TABLE>








                       See notes to financial statements.

                                       -2-
<PAGE>
                         MIKRON INSTRUMENT COMPANY, INC.

                             STATEMENT OF CASH FLOWS

                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                                         Six months ended
                                                                                                            April 30,
                                                                                                -----------------------------------
                                                                                                     1996               1995
                                                                                                ----------------   ----------------
<S>                                                                                           <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                                               $         (92,177) $         180,934
                                                                                                ----------------   ----------------
     Adjustments  to  reconcile  net  income  to  net  cash  used  in  operating
         activities:
            Depreciation                                                                                 42,026             31,832
            Amortization                                                                                 25,000                  -

     Changes in assets and liabilities:
         (Increase) decrease in accounts receivable                                                       9,872           (268,507)
         (Increase) decrease in inventories                                                            (293,368)          (104,737)
         (Increase) decrease in prepaid expenses and other assets                                       (70,891)           (16,909)
         Increase (decrease) in accounts payable and accrued expenses                                   (41,361)           138,319
                                                                                                ----------------   ----------------
              NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES                                         (420,899)           (39,068)
                                                                                                ----------------   ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                                                                (162,895)           (14,161)
     Decrease in long-term liability                                                                    (25,000)                 -
                                                                                                ----------------   ----------------
         NET CASH FROM INVESTING ACTIVITIES                                                            (187,895)           (14,161)
                                                                                                ----------------   ----------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                   (608,794)           (53,229)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                                        863,832            876,513
                                                                                                ----------------   ----------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                    $         255,038  $         823,284
                                                                                                ================   ================








</TABLE>











                       See notes to financial statements.

                                       -3-
<PAGE>



                         MIKRON INSTRUMENT COMPANY, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                 APRIL 30, 1996

                                   (Unaudited)


1.       BASIS OF PRESENTATION

                  The accompanying  financial statements reflect all adjustments
         which,  in  the  opinion  of  management,  are  necessary  for  a  fair
         presentation  of the  financial  position and the results of operations
         for the interim periods presented.

                  Certain  financial  information  which is normally included in
         financial  statements  prepared in accordance  with generally  accepted
         accounting principles,  but which is not required for interim reporting
         purposes has been  condensed  or omitted.  The  accompanying  financial
         statements should be read in conjunction with the financial  statements
         and notes  thereto as of October 31, 1995  contained  in the  Company's
         Annual Report on Form 10-K.

2.       EARNINGS (LOSS) PER SHARE

                  Per  share  information  is  computed  based  on the  weighted
         average  number of common shares and  dilutive common share equivalents
         outstanding during the respective periods.



                                       -4-

<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

                  The following  discussion  and analysis  provides  information
         which   management   believes  is  relevant   to  an   assessment   and
         understanding  of the  Company's  results of  operations  and financial
         condition.  This  discussion  should  be read in  conjunction  with the
         financial statements and notes thereto appearing elsewhere herein.

         a. Results of Operations

                  Net sales for the quarter ended April 30, 1996 were $1,648,000
         as compared to net sales of $1,763,000  for the quarter ended April 30,
         1995.  The cost of  sales as a  percentage  of net  sales  for the 1996
         period was 52% as compared to 44% for the comparable  1995 period.  Net
         sales for the six  months  ended  April 30,  1996  were  $3,256,000  as
         compared to net sales of $3,104,000  for the six months ended April 30,
         1995. The cost of sales as a percentage of net sales for the six months
         ended April 30, 1996 was 49% as compared to 45% for the comparable 1995
         period.  The increase in cost of sales as a percentage of net sales for
         the three and six months  ended  April 30, 1996 is due to the hiring of
         several people for  production to reduce  backlog and improve  delivery
         time.

                  Selling, general and administrative expenses for the three and
         six month periods ended April 30, 1996 were $819,000 and  $1,596,000 as
         compared to $751,000 and  $1,400,000  for the respective  1995 periods.
         The increase in the three and six month periods ended April 30, 1996 is
         due to Mikron's  relocation  from Wyckoff,  New Jersey to Oakland,  New
         Jersey.  Costs of the move are  estimated at  $120,000.  During the six
         month period the Company  implemented a new Quality System and received
         certification  to ISO  9001.  Costs  of the  effort  are  estimated  at
         $70,000.  This  certification  will assist in the Company's  efforts to
         grow sales both  domestically and  internationally.  Expenses of $7,500
         have also been incurred as part of an ongoing  project to have products
         tested and  certified  to the new CE standard  for  products  sold into
         European Markets.

                  Research and development  expenses for the quarter ended April
         30, 1996 were  $150,000 as compared to $105,000  for the quarter  ended
         April 30, 1995.  As for the six months  ended April 30, 1996,  research
         and  development  expenses were  $263,000 as compared to $207,000.  The
         increases in the three and six month  periods ended April 30, 1996 over
         the comparable 1995 periods is attributable to the Company's efforts to
         develop new infrared thermometers.

                  Other  income  for the six  months  ended  April 30,  1996 was
         $99,000,  as  compared  to $81,000  for the six months  ended April 30,
         1996.  This  represents  $85,000  of  royalty  income  and  $14,000  of
         investment income for the six months ended April 30, 1996,  compared to
         $65,000 of royalty income and $16,000 of investment  income for the six
         months ended April 30, 1995.

                                       -5-

<PAGE>



         b.   Material Change in Financial Condition, Liquidity and Capital
         Resources

                  The Company's  working  capital  decreased from  $3,278,000 at
         October 31, 1995 to $3,065,000 at April 30, 1996. This is primarily due
         to the  relocation of the entire  Company and purchase of new machinery
         and equipment.

                  At April 30, 1996,  the  Company's  capital  resources and its
         sources  of  liquidity  was  $255,000  in  cash  and   temporary   cash
         investments.

                  Management  does not believe that a return of  inflation  will
         have a material adverse effect on the Company's  operations  because it
         believes  that the Company will be able to increase its selling  prices
         to reflect most increases in its cost.



                                       -6-

<PAGE>



PART II - OTHER INFORMATION


Item 1 - LEGAL PROCEEDINGS - NONE

Item 2 - CHANGES IN SECURITIES - NONE

Item 3 - DEFAULTS UPON SENIOR SECURITIES - NONE

Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS -
              NONE

Item 5 - OTHER INFORMATION - NONE

Item 6 - EXHIBITS AND REPORTS ON FORM 8-K

     (a)  None. 

     (b)  None.


                                       -7-

<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.

                                         MIKRON INSTRUMENT COMPANY, INC.


                                         \s\ Keikhosrow Irani
                                         ------------------------------------
                                         Keikhosrow Irani, President, as
                                         Registrant's duly authorized officer


                                         \s\ Douglas Frank
                                         ------------------------------------
                                         Douglas Frank, Vice President
                                         and Sales Manager


                                         \s\ Alex Wu
                                         ------------------------------------
                                         Alex Wu, Treasurer



                                       -8-


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 
10-Q REPORT FOR THE QUARTER ENDED APRIL 30, 1996 FOR MIKRON INSTRUMENT COMPANY,
INC.  AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 10-Q REPORT FOR THE
QUARTER ENDED APRIL 30,1996.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              OCT-31-1996
<PERIOD-END>                                   APR-30-1996
<CASH>                                         155,038
<SECURITIES>                                   100,000
<RECEIVABLES>                                  1,243,249
<ALLOWANCES>                                   (107,000)
<INVENTORY>                                    2,363,733
<CURRENT-ASSETS>                               3,854,053
<PP&E>                                         958,498
<DEPRECIATION>                                 (727,246)
<TOTAL-ASSETS>                                 4,197,805
<CURRENT-LIABILITIES>                          789,325
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       12,181
<OTHER-SE>                                     3,321,299
<TOTAL-LIABILITY-AND-EQUITY>                   4,197,805
<SALES>                                        1,647,936
<TOTAL-REVENUES>                               1,711,926
<CGS>                                          865,094
<TOTAL-COSTS>                                  865,094
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                (122,629)
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            (122,629)
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   (122,629)
<EPS-PRIMARY>                                  (0.03)
<EPS-DILUTED>                                  0
        


</TABLE>


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