MIKRON INSTRUMENT CO INC
10QSB, 1997-09-12
INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL
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<PAGE>   1
                                  FORM 10-QSB

                       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 July 31, 1997
                                     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 July 31, 1997 was 3,654,200 shares.
<PAGE>   2
                        MIKRON INSTRUMENT COMPANY, INC.

                                                                INDEX
<TABLE>
<CAPTION>
                                                                                   Page No.
                                                                                   --------
 <S>                                                                                  <C>
 PART I - FINANCIAL INFORMATION:

        Balance Sheet - July 31, 1997 and October 31, 1996                             1
        Statement of Operations - Three months and nine months ended July 31,
        1997 and 1996                                                                  2

        Statement of Cash Flows - Three months and nine months ended July 31,
        1997 and 1996                                                                  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
</TABLE>
<PAGE>   3
                        MIKRON INSTRUMENTS COMPANY, INC.

                                 BALANCE SHEETS



<TABLE>
<CAPTION>
                                                                   July 31        October 31
                                                                ------------    -------------
                                                                     1997            1996
                                                                ------------    -------------
<S>                                                             <C>             <C>
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                     $   312,627     $   206,364
  Investment securities                                                             -
  Trade accounts receivable, less allowance for
    doubtful accounts of $137,000 and $107,000.                   1,081,075       1,248,776
  Inventories                                                     1,907,997       2,255,277
  Prepaid expenses and other current assets                          91,837          73,337
                                                                ------------    ------------
    TOTAL CURRENT ASSETS                                          3,393,536       3,783,754

PROPERTY AND EQUIPMENT, net                                         273,484         293,117

OTHER ASSETS                                                         50,000          87,500
                                                                ------------    ------------

                                                                $ 3,717,020     $ 4,164,371
                                                                ============    ============


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued liabilities                      $   427,158     $   515,057
  Short-term notes payable                                                          100,000
  Current portion of long-term debt                                                  50,000
  Current portion of capital lease obligation                                         3,323
                                                                ------------    ------------
    TOTAL CURRENT LIABILITIES                                       427,158         668,380
                                                                ------------    ------------

LONG-TERM LIABILITIES:
  Long-term debt                                                                     37,500
  Capital lease obligation                                                           14,245
                                                                                ------------
    TOTAL LONG-TERM LIABILITIES                                                      51,745
                                                                                ------------

COMMITMENTS

STOCKHOLDERS' EQUITY
  Common stock, $.003 par value;
    authorized  - 15,000,000 shares; issued and outstanding
    3,654,200 shares in 1996 and 1995                                12,181          12,181
  Additional paid-in capital                                      3,151,831       3,151,831
  Retained earnings                                                 125,850         280,234
                                                                ------------    ------------
    TOTAL STOCKHOLDERS' EQUITY                                    3,289,862       3,444,246
                                                                ------------    ------------

                                                                $ 3,717,020     $ 4,164,371
                                                                ============    ============
</TABLE>


                       See notes to financial statements.

                                     - 1 -


<PAGE>   4
                        MIKRON INSTRUMENTS COMPANY, INC.

                            STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
                                         Three Months Ending July 31,     Nine Months Ending July 31,
                                        -----------------------------    -----------------------------
                                             1997           1996              1997          1996
                                        ------------   --------------    ------------  ---------------
<S>                                     <C>            <C>               <C>           <C>
REVENUES:
  Net sales                             $ 1,713,054    $ 1,942,110       $ 5,017,425   $ 5,198,607
  Royalties                                 101,778         44,265           162,192       129,068
  Investment income                           1,926            320             2,533        14,127
                                        ------------   ------------      ------------  ------------
    TOTAL REVENUES                        1,816,758      1,986,695         5,182,150     5,341,802
                                        ------------   ------------      ------------  ------------

COSTS AND EXPENSES:
  Cost of goods sold                        850,013        979,213         2,441,306     2,566,922
  Selling, general and administrative       788,903        788,336         2,403,995     2,384,519
  Research and development                  167,887        142,856           491,229       406,248
                                        ------------   ------------      ------------  ------------
    TOTAL COSTS AND EXPENSES              1,806,803      1,910,405         5,336,530     5,357,689
                                        ------------   ------------      ------------  ------------

NET INCOME (LOSS)                       $     9,955    $    76,290       $  (154,380)  $   (15,887)
                                        ============   ============      ============  ============

NET INCOME (LOSS) PER SHARE             $      0.00    $      0.02       $     (0.04)  $     (0.00)
                                        ============   ============      ============  ============

WEIGHTED AVERAGE NUMBER OF SHARES         3,684,890      3,734,856         3,684,890     3,734,856
                                        ============   ============      ============  ============
</TABLE>





                       See notes to financial statements.

                                     - 2 -

<PAGE>   5
                        MIKRON INSTRUMENT COMPANY, INC.

                            STATEMENT OF CASH FLOWS



<TABLE>
<CAPTION>
                                                                        Nine Months Ended July 31,
                                                                      ----------------------------
                                                                           1997           1996
                                                                      ------------   -------------
<S>                                                                   <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                            $  (154,384)   $    (15,887)
  Adjustments to reconcile net income to
    net cash provided by operating activities:
      Depreciation                                                         43,078          66,835
      Amortization                                                         37,500          37,500

  Changes in assets and liabilities:
    (Increase) in trade accounts receivable                               167,701          13,282
    (Increase) decrease in inventories                                    347,280        (267,446)
    (Increase) decrease in prepaid and other current assets               (18,500)        (33,660)
    Increase (decrease) in accounts payable and accrued liabilities       (87,899)       (202,283)
                                                                      ------------   -------------
                                                                          489,160        (385,772)
                                                                      ------------   -------------

NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES                          334,776        (401,659)
                                                                      ------------   -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                                      (23,445)       (201,078)

                                                                      ------------   -------------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES                          (23,445)       (201,078)
                                                                      ------------   -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase (decrease) in short term notes payable                        (100,000)
  Increase (decrease) in long term debt                                   (87,500)        (37,500)
  Increase (decrease) in capital lease obligation                         (17,568)

                                                                      ------------   -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                (205,068)        (37,500)
                                                                      ------------   -------------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                      106,263        (640,237)

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                             206,364         863,832

                                                                      ------------   -------------
CASH AND CASH EQUIVALENTS - END OF YEAR                               $   312,627    $    223,595
                                                                      ============   =============
</TABLE>





                       See notes to financial statements.

                                     - 3 -

<PAGE>   6

                        MIKRON INSTRUMENT COMPANY, INC.

                         NOTES TO FINANCIAL STATEMENTS

                                 JULY 31, 1997

                                  (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, 1996 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>   7
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 July 31, 1997 were $1,713,054
         as compared to net sales of $1,942,110 for the quarter ended July 31,
         1996.  The cost of sales as a percentage of net sales for the 1997 and
         1996 period was 50%.  Net sales for the nine months ended July 31,
         1997 were $5,017,425 as compared to net sales of $5,198,607 for the
         nine months ended July 31, 1996.  The cost of sales as a percentage of
         net sales for the nine months ended July 31, 1997 and 1996 was 49%.
         The reduction in sales for the three and nine month periods ended July
         31, 1997 are due to softer market conditions experienced during those
         periods.

                 Selling, general and administrative expenses for the three and
         nine month periods  ended July 31, 1997 were $788,903  and $2,403,995
         as compared to $789,091 and $2,385,274 for the respective 1996
         periods.  No significant changes ocurred during the quarter and nine
         months  ended July 31, 1997 for selling, general and administrative
         expenses.
                 Research and development expenses for the quarter ended July
         31, 1997 were $167,887 as compared to $142,856 for the quarter ended
         July 31, 1996.  As for the nine months ended July 31, 1997, research
         and development expenses were $491,229 as compared to $406,248 for the
         nine months ended July 31, 1996.  The increases in the three and nine
         month periods ended July 31, 1997 over the comparable 1996 periods is
         attributable to increased hireing of new people for the research and
         development department and increased spending for materials.

                 Other income for the quarter ended July 31, 1997 was $103,704
         as compared to $45,341 for the quarter ended July 31, 1996.  This
         represents $101,778 of royalty income and $1,926 of investment income
         for the quarter ended July 31, 1997, compared to $44,265 of royalty
         income and $1,076 of investment income for the quarter ended July 31,
         1996.  As for the nine months ended July 31, 1997, it was $164,725 as
         compared to $143,951 for the nine months ended July 31, 1996.  This
         represents $162,192 of royalty income and $2,533 of investment income
         for the nine months ended July 31, 1997, compared to $129,068 of
         royalty income and $14,883 of investment income for the nine months
         ended July 31, 1996.  The increase in royalty income is attributable
         to successful collection efforts associated with delinquent royalties.

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





                                      -5-
<PAGE>   8
                 The Company's working capital decreased from $3,115,000 at
         October 31, 1996 to $2,966,378 at July 31, 1997 due to a reduction in
         inventory levels and accounts receivable offset by decreases in short
         term debt.

                 At July 31, 1997, the Company's capital resources and its
         sources of liquidity was $312,627 in cash and temporary cash
         investments and acoounts receivable of $1,081,075.

                 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>   9
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>   10
                                   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.
                      
                      
                      
                                                                             
                      -------------------------------------------------------
                                 Keikhosrow Irani, President, as
                              Registrant's duly authorized officer
                      
                      
                      
                      
                      
                                                                             
                      -------------------------------------------------------
                                       Alex Wu, Treasurer





                                      -8-

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          OCT-31-1997
<PERIOD-START>                             NOV-01-1996
<PERIOD-END>                               JUL-31-1997
<CASH>                                         312,627
<SECURITIES>                                         0
<RECEIVABLES>                                1,081,075
<ALLOWANCES>                                 (137,000)
<INVENTORY>                                  1,907,997
<CURRENT-ASSETS>                             3,393,536
<PP&E>                                         944,112
<DEPRECIATION>                               (670,627)
<TOTAL-ASSETS>                               3,717,020
<CURRENT-LIABILITIES>                          427,158
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        12,181
<OTHER-SE>                                   3,277,681
<TOTAL-LIABILITY-AND-EQUITY>                 3,717,020
<SALES>                                      1,713,054
<TOTAL-REVENUES>                             1,816,758
<CGS>                                          850,013
<TOTAL-COSTS>                                  850,013
<OTHER-EXPENSES>                               956,790
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                  9,955
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                              9,955
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     9,955
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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