MIKRON INSTRUMENT CO INC
10QSB, 1998-09-10
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, 1998
                                       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, 1998 was 3,654,200 shares.
<PAGE>   2


                         MIKRON INSTRUMENT COMPANY, INC.

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

            Balance Sheet - July 31, 1998                                  1

            Statement of Operations - Three months and nine months
            ended July 31, 1998 and 1997                                   2

            Statement of Cash Flows - Three months and nine months
            ended July 31, 1998 and 1997                                   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 INSTRUMENT COMPANY, INC.

                                  BALANCE SHEET

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                 July 31,
                                                                                   1998
                                                                                ----------
                                     ASSETS
<S>                                                                             <C>       
CURRENT ASSETS:
      Cash and cash equivalents                                                 $  236,482
      Trade accounts receivable, less allowance for
           doubtful accounts of $83,000                                          1,128,046
      Inventories                                                                2,139,308
      Prepaid expenses and other current assets                                    103,468
                                                                                ----------
           TOTAL CURRENT ASSETS                                                  3,607,304

PROPERTY AND EQUIPMENT, net                                                        273,256
                                                                                ----------

                                                                                $3,880,560
                                                                                ==========


                         LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     (Accounts payable and accrued liabilities                                  $  351,781
      Current portion of capital lease obligation                                    3,782
                                                                                ----------
           TOTAL CURRENT LIABILITIES                                               355,563
                                                                                ----------

CAPITAL LEASE OBLIGATION                                                             8,039
                                                                                ----------

STOCKHOLDERS' EQUITY
      Common stock, $.003 par value;
           authorized  - 15,000,000 shares; issued and outstanding
           3,654,200 shares                                                         12,181
      Additional paid-in capital                                                 3,151,831
      Retained earnings                                                            352,946
                                                                                ----------
           TOTAL STOCKHOLDERS' EQUITY                                            3,516,958
                                                                                ----------

                                                                                $3,880,560
                                                                                ==========
</TABLE>


                        See notes to financial statements

                                       F-1


<PAGE>   4
                         MIKRON INSTRUMENT COMPANY, INC.

                            STATEMENTS OF OPERATIONS

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                     Three Months Ended                    Nine Months Ended
                                                           July 31,                             July 31,
                                                ------------------------------       -----------------------------
                                                   1998               1997              1998              1997
                                                ------------------------------       -----------------------------
<S>                                             <C>                <C>               <C>               <C>        
REVENUES:
      Net sales                                 $ 1,817,400        $ 1,713,054       $ 6,276,723       $ 5,017,425
      Royalties                                      48,000            101,778           144,541           162,192
                                                -----------        -----------       -----------       -----------
           TOTAL REVENUES                         1,865,400          1,814,832         6,421,264         5,179,617
                                                -----------        -----------       -----------       -----------
COSTS AND EXPENSES:
      Cost of goods sold                            974,434            850,013         3,053,477         2,441,306
      Selling, general and administrative           923,057            788,903         2,697,062         2,403,995
      Research and development                      221,676            167,887           576,745           491,229
                                                -----------        -----------       -----------       -----------
           TOTAL COSTS AND EXPENSES               2,119,167          1,806,803         6,327,284         5,336,530
                                                -----------        -----------       -----------       -----------
INCOME (LOSS) FROM OPERATIONS                      (253,767)             8,029            93,980          (156,913)
                                                -----------        -----------       -----------       -----------
OTHER INCOME:
      Investment and interest income                  7,130              1,926            14,984             2,533
                                                -----------        -----------       -----------       -----------

NET INCOME (LOSS)                               $  (246,637)       $     9,955       $   108,964       $  (154,380)
                                                ===========        ===========       ===========       ===========
NET INCOME (LOSS) PER SHARE                     $     (0.07)       $      0.00       $      0.03       $     (0.04)
                                                ===========        ===========       ===========       ===========

WEIGHTED AVERAGE NUMBER OF SHARES                 3,654,200          3,684,890         3,654,200         3,684,890
                                                ===========        ===========       ===========       ===========
</TABLE>

                        See notes to financial statements

                                       F-2

<PAGE>   5
                         MIKRON INSTRUMENT COMPANY, INC.

                             STATEMENT OF CASH FLOWS

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                     Nine Months Ended
                                                                                          July 31,
                                                                                 --------------------------
                                                                                   1998             1997
                                                                                 ---------        ---------
<S>                                                                              <C>              <C>       
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net income (loss)                                                          $ 108,964        $(154,384)
      Adjustments to reconcile net income (loss) to
           net cash provided by operating activities:
                 Depreciation                                                       48,249           43,078
                 Amortization                                                       37,500           37,500

      Changes in assets and liabilities:
           (Increase) decrease in trade accounts receivable                       (217,211)         167,701
           (Increase) decrease in inventories                                      119,139          347,280
           (Increase) decrease in prepaid and other current assets                 (14,756)         (18,500)
           (Decrease) increase in accounts payable and accrued liabilities        (341,164)         (87,899)
                                                                                 ---------        ---------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES                                  (259,279)         334,776
                                                                                 ---------        ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
      Purchase of property and equipment                                           (49,480)         (23,445)
                                                                                 ---------        ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
      Payment of short-term notes payable                                                -         (100,000)
      Decrease in long-term debt                                                         -          (87,500)
      Decrease in capital lease obligation                                          (2,754)         (17,568)
                                                                                 ---------        ---------
NET CASH USED IN FINANCING ACTIVITIES                                               (2,754)        (205,068)
                                                                                 ---------        ---------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                              (311,513)         106,263

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                                      547,995          206,364
                                                                                 ---------        ---------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                        $ 236,482        $ 312,627
                                                                                 =========        =========
</TABLE>




                        See notes to financial statements

                                       F-3

<PAGE>   6


                         MIKRON INSTRUMENT COMPANY, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                  JULY 31, 1998

                                   (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, 1997 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, 1998 were $1,817,000 as
      compared to net sales of $1,713,000 for the quarter ended July 31, 1997.
      The cost of sales as a percentage of net sales for the 1998 period was 54%
      as compared to 50% for the comparable 1997 period. Net sales for the nine
      months ended July 31, 1998 were $6,277,000 as compared to net sales of
      $5,017,000 for the nine months ended July 31, 1997. The cost of sales as a
      percentage of net sales for the nine months ended July 31, 1998 and 1997
      was 49%. The increase in cost of sales as a percentage of net sales for
      the three months ended July 31, 1998 was due to lower margin in products
      sold in this period.

            Selling, general and administrative expenses for the three and nine
      month periods ended July 31, 1998 were $923,000 and $2,697,000 as compared
      to $789,000 and $2,404,000 for the respective 1997 periods. The increase
      in the three month period ended July 31, 1998 was due to increased
      expenditures on sales advertising and marketing.

            Research and development expenses for the quarter ended July 31,
      1998 were $222,000 as compared to $168,000 for the quarter ended July 31,
      1997. As for the nine months ended July 31, 1998, research and development
      expenses were $577,000 as compared to $491,000 for the nine months ended
      July 31, 1997. The increases in the three and nine month periods ended
      July 31, 1998 over the comparable 1997 periods are attributable to the
      addition of personnel and outside consultants in this division.

            Other income for the quarter ended July 31, 1998 was $55,000 as
      compared to $104,000 for the quarter ended July 31, 1997. This represents
      $48,000 of royalty income and $7,000 of investment income for the quarter
      ended July 31, 1998, compared to $102,000 of royalty income and $2,000 of
      investment income for the quarter ended July 31, 1997. As for the nine
      months ended July 31, 1998, it was $159,000 as compared to $165,000 for
      the nine months ended July 31, 1997. This represents $144,000 of royalty
      income and $15,000 of investment income for the nine months ended July 31,
      1998, compared to $162,000 of royalty income and $3,000 of investment
      income for the nine months ended July 31, 1997.

                                       -5-
<PAGE>   8

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

            The Company's working capital increased from $3,109,000 at October
      31, 1997 to $3,252,000 at July 31, 1998.

            At July 31, 1998, the Company's capital resources and its sources of
      liquidity was $236,482 in cash and temporary cash investments and accounts
      receivable of $1,128,046.

            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
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET AT JULY 31, 1998 AND THE STATEMENT OF OPERATIONS FOR THE PERIOD
ENDED JULY 31, 1998. AS INCLUDED IN THIS FORM 10 QSB FOR THE PERIOD ENDED JULY
31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS
</LEGEND>
<RESTATED> 
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          OCT-31-1998
<PERIOD-START>                             MAY-01-1998
<PERIOD-END>                               JUL-31-1998
<CASH>                                         236,482
<SECURITIES>                                         0
<RECEIVABLES>                                1,211,046
<ALLOWANCES>                                  (83,000)
<INVENTORY>                                  2,139,308
<CURRENT-ASSETS>                             3,607,304
<PP&E>                                       1,007,138
<DEPRECIATION>                               (733,883)
<TOTAL-ASSETS>                               3,880,560
<CURRENT-LIABILITIES>                          355,563
<BONDS>                                          8,039
                                0
                                          0
<COMMON>                                        12,181
<OTHER-SE>                                   3,504,777
<TOTAL-LIABILITY-AND-EQUITY>                 3,880,560
<SALES>                                      6,276,723
<TOTAL-REVENUES>                             6,421,264
<CGS>                                        3,053,477
<TOTAL-COSTS>                                6,327,284
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                108,964
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            108,964
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   108,964
<EPS-PRIMARY>                                     0.03
<EPS-DILUTED>                                     0.03
        

</TABLE>


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