MICROLOG CORP
10-Q, 1997-06-13
TELEPHONE & TELEGRAPH APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


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



For the Quarter Ended April 30, 1997              Commission file No. 0-14880

                              MICROLOG CORPORATION
             (Exact name of registrant as specified in its charter).




                        State of Incorporation: Virginia
                 I.R.S. Employer Identification No.: 52-0901291

                              20270 Goldenrod Lane
                           Germantown, Maryland 20876

                    (Address of principal executive offices).



          Registrant's Telephone No., Including Area Code: 301-428-9100


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
                                   -----         -----

     As of June 13, 1997 4,228,683 shares of common stock were outstanding.



<PAGE>




                              MICROLOG CORPORATION

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                  (Unaudited)
                                                                    April 30       October 31,
                                                                      1997             1996
                                                                  ------------    ------------
<S>                                                               <C>             <C>         
Assets

Current assets:
    Cash and cash equivalents                                     $  1,332,456    $  1,170,603
    Receivables, net                                                 4,246,828       4,259,841
    Inventories, net                                                 1,778,890       2,218,306
    Deferred tax asset                                                 850,000         650,000
    Other current assets                                               396,426         208,551
                                                                  ------------    ------------

    Total current assets                                             8,604,600       8,507,301

Fixed assets, net                                                    3,769,259       3,886,371
Licenses, net                                                          352,381         409,524
Other assets                                                            67,761         101,788
Goodwill, net                                                          707,988         807,738
                                                                  ------------    ------------

     Total assets                                                 $ 13,501,989    $ 13,712,722
                                                                  ============    ============

Liabilities and Stockholders' Equity

Current liabilities:
    Current portion of long-term debt                             $     54,740    $     54,740
    Borrowings under line-of-credit agreement                                0       1,400,000
    Accounts payable                                                   817,775         962,715
    Accrued compensation and related expenses                        1,893,719       1,874,691
    Other accrued expenses                                           1,124,482       1,070,973
                                                                  ------------    ------------

     Total current liabilities                                       3,890,716       5,363,119

Long-term debt                                                         202,860         202,860
Deferred officers' compensation                                        274,733         267,921
Other liabilities                                                       54,711         112,184
                                                                  ------------    ------------

     Total liabilities                                               4,423,020       5,946,084
                                                                  ------------    ------------

Stockholders' equity:
    Serial preferred stock, $.01 par value, 1,000,000 shares
        authorized, no shares issued                                         0               0
    Common stock, $.01 par value, 10,000,000 shares authorized,
       4,812,995 and 4,792,004 shares issued                            48,130          47,920
    Capital in excess of par value                                  15,932,536      15,904,753
    Treasury stock, at cost, 601,870 shares                         (1,176,537)     (1,176,537)
    Accumulated deficit                                             (5,725,160)     (7,009,498)
                                                                  ------------    ------------

    Total stockholders' equity                                       9,078,969       7,766,638
                                                                  ------------    ------------

    Total liabilities and stockholders' equity                    $ 13,501,989    $ 13,712,722
                                                                  ============    ============
</TABLE>

          See accompanying notes to consolidated financial statements.



<PAGE>




                              MICROLOG CORPORATION

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

<TABLE>
<CAPTION>

                                             For The Three Months              For The Six Months
                                                Ended April 30,                  Ended April 30,
                                              1997            1996            1997            1996
                                          ------------    ------------    ------------    ------------
<S>                                       <C>             <C>             <C>             <C>         
Net sales                                 $  7,239,214    $  6,537,208    $ 14,332,716    $ 12,452,481
                                          ------------    ------------    ------------    ------------

Costs and expenses:
    Cost of sales                            4,522,750       3,675,608       8,572,878       7,168,788
    Selling, general and administrative      1,280,812       1,731,948       2,871,432       3,245,714
    Research and development                   881,353         535,038       1,727,390         946,676
                                          ------------    ------------    ------------    ------------

                                             6,684,915       5,942,594      13,171,700      11,361,178
                                          ------------    ------------    ------------    ------------


Operating income                               554,299         594,614       1,161,016       1,091,303

Net other expense                               33,782          12,011          77,223          40,620
                                          ------------    ------------    ------------    ------------

Income before income taxes                     520,517         582,603       1,083,793       1,050,683

Benefit (provision)  for income taxes           95,000         (11,470)        200,545         (14,400)
                                          ------------    ------------    ------------    ------------

Net income                                     615,517         571,133       1,284,338       1,036,283

Accumulated deficit:
     at beginning of period                 (7,009,498)     (9,722,232)     (7,009,498)     (9,722,232)
                                          ------------    ------------    ------------    ------------

     at end of period                     $ (6,393,981)   $ (9,151,099)   $ (5,725,160)   $ (8,685,949)
                                          ============    ============    ============    ============


Weighted average shares outstanding          4,540,121       4,541,464       4,542,400       4,469,261
                                          ------------    ------------    ------------    ------------


Income per common share                   $       0.14    $       0.13    $       0.28    $       0.23
                                          ============    ============    ============    ============
</TABLE>


          See accompanying notes to consolidated financial statements.



<PAGE>




                              MICROLOG CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                   For the        For the
                                                                 Six Months      Six Months
                                                                   Ended           Ended
                                                              April 30, 1997   April 30, 1996
                                                              --------------   ---------------
<S>                                                             <C>            <C>        
Cash flows from operating activities:
     Net income                                                 $ 1,284,338    $ 1,036,283
     Adjustments to reconcile net income to net cash
      used in operating activities:
         Depreciation                                               402,845        267,897
         Deferred officers' compensation                              6,812         (5,953)
         Amortization of goodwill and licensing agreement           156,893         92,353
         Loss on disposition of fixed assets                              0          1,946
         Deferred tax benefit                                      (200,000)             0
         Changes in assets and liabilities:
            Receivables                                              13,013       (721,369)
            Inventories                                             439,416       (629,258)
            Other current assets                                   (187,875)       (74,542)
            Accounts payable                                       (144,940)      (728,091)
            Accrued compensation and related expenses                19,028              0
            Other accrued expenses                                   (3,964)       (56,810)
                                                                -----------    -----------

      Net cash provided by (used in) operating activities         1,785,566       (817,544)
                                                                -----------    -----------

Cash flows from investing activities:
     Purchases of fixed assets                                     (285,733)      (225,965)
     Other assets                                                    34,027         83,129
                                                                -----------    -----------

      Net cash (used in) investing activities                      (251,706)      (142,836)
                                                                -----------    -----------

Cash flows from financing activities:
     Reduction in long-term debt                                          0        (45,455)
     Net borrowings (payments) under line-of-credit agreement    (1,400,000)       150,000
     Exercise of common stock options                                27,993        237,800
                                                                -----------    -----------

     Net cash (used in) provided by financing activities         (1,372,007)       342,345
                                                                -----------    -----------

Cash and cash equivalents:
     Net increase (decrease) during period                          161,853       (618,035)
     Balance at beginning of period                               1,170,603        922,763
                                                                -----------    -----------

     Balance at end of period                                   $ 1,332,456    $   304,728
                                                                ===========    ===========
</TABLE>


          See accompanying notes to consolidated financial statements.



<PAGE>




                              MICROLOG CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 APRIL 30, 1997 (unaudited) and OCTOBER 31, 1996


General

In the opinion of management,  the accompanying unaudited consolidated financial
statements  contain all adjustments  (consisting of normal  recurring  accruals)
necessary to present fairly the financial  position of Microlog  Corporation and
its  subsidiaries  at April 30, 1997 and October  31,  1996,  and the results of
their  operations  and their cash flows for the six month period ended April 30,
1997. The results of operations presented are not necessarily  indicative of the
results that may be expected for the fiscal year ending October 31, 1997.

The significant  accounting principles and practices followed by the Company are
set  forth  in the  Notes  to  Consolidated  Financial  Statements  in  Microlog
Corporation's Annual Report on Form 10-K for the year ended October 31, 1996.

<TABLE>
<CAPTION>

Note 1 - Inventories                                       
- --------------------                                       (Unaudited)
                                                             April 30,     October 31,
Inventories consist of the following:                           1997           1996
                                                            -----------    -----------
<S>                                                         <C>            <C>        
       Components and finished goods                        $ 1,732,756    $ 1,951,370
        Work-in-process                                         398,262        519,554
                                                            -----------    -----------

                                                              2,131,018      2,470,924
       Less: reserve for obsolescence                          (352,128)      (252,618)
                                                            -----------    -----------

                                                            $ 1,778,890    $ 2,218,306
                                                            ===========    ===========

 Note 2 - Fixed Assets
 ---------------------                                      (Unaudited)
Fixed assets consist of the following:                       April 30,    October 31,
                                                               1997           1996
                                                           -----------    -----------
<S>                                                        <C>            <C>        
       Land                                                $   520,000    $   520,000
       Buildings and improvements                            2,511,266      2,511,266
       Furniture and equipment                               3,404,883      3,119,150
       Vehicles                                                 23,642         23,642
       Leasehold improvements                                  176,096        176,096
                                                           -----------    -----------

                                                             6,635,887      6,350,154
       Less: accumulated depreciation and amortization      (2,866,628)    (2,463,783)
                                                           -----------    -----------

                                                           $ 3,769,259    $ 3,886,371
                                                           ===========    ===========
</TABLE>




<PAGE>




ITEM 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

Microlog Corporation designs, develops, markets, and supports a complete line of
UNIX and DOS-based voice  processing  systems and  applications  solutions which
allow users to store,  retrieve and  transmit  digitized  voice  messages and to
access  information  on computer  data bases.  The  Company's  voice  processing
products  include the VCS  INTELA,  RETAIL  SOLUTION  (APRS(R)),  VCS 3500,  and
CALLSTAR(R)    models,    which   are   comprised   of   specially    configured
microprocessor-based  hardware platforms and versatile proprietary  applications
software  that  enables  the  systems  to  perform   multiple  voice  processing
applications.

The Company also provides  performance analysis and technical and administrative
support services ("performance  analysis") through its wholly-owned  subsidiary,
Old  Dominion  Systems  Inc.  of  Maryland,  primarily  to the  Applied  Physics
Laboratory ("APL"), a prime contractor to the U.S. Navy.

The  percentage of the Company's  sales  generated by the Company's two business
segments  has  varied  significantly  from  period to  period,  but the  Company
anticipates that any significant  growth in sales will be derived primarily from
increases in sales from voice processing operations.

The  following  table sets forth for the periods  indicated  the  percentage  of
revenues of certain items from the Company's  consolidated  statements of income
and retained earnings:



                          PERCENTAGE OF TOTAL REVENUES
<TABLE>
<CAPTION>

                                                             Three Months Ended                     Six Months Ended
                                                                  April 30,                             April 30,
                                                              1997          1996                   1997            1996
                                                              ----          ----                   ----            ----
<S>                                                          <C>           <C>                     <C>            <C>  
Revenues
 Voice processing                                            57.1%         61.3%                   59.7%          63.5%
 Performance analysis and support services                   42.9%         38.7%                   40.3%          36.5%
                                                            ------       -------                 -------        -------

   Total                                                    100.0%        100.0%                  100.0%         100.0%

Costs and expenses
 Cost of sales                                               62.5%         56.2%                   59.8%          57.6%
 Selling, general, and administrative                        17.6%         26.5%                   20.0%          26.0%
 Research and development                                    12.2%          8.2%                   12.1%           7.6%
                                                           -------      --------                 -------       --------

   Total                                                     92.3%         90.9%                   91.9%          91.2%
                                                           -------       -------                 -------        -------

Operating income                                              7.7%          9.1%                    8.1%           8.8%

Net other expense                                             0.5%          0.2%                    0.5%           0.4%
                                                           -------       -------                --------       --------

Income before income taxes                                    7.2%          8.9%                    7.6%           8.4%

Benefit (provision) for income taxes                          1.3%         (0.2%)                   1.4%          (0.1%)
                                                           -------     ----------               --------       ---------

Net income                                                    8.5%          8.7%                    9.0%           8.3%
                                                           =======       =======                 =======         ======
</TABLE>
<PAGE>






RESULTS OF OPERATIONS

The Company had net income of  $616,000  ($.14 per share) for the quarter  ended
April 30, 1997 and net income of $1,284,000  ($.28 per share) for the six months
ended April 30, 1997.  These results  included income tax benefits for the three
and six month periods of $100,000 ($.02 per share) and $200,000 ($.04 per share)
respectively,  associated with the expected future  realization of the Company's
net operating loss  carryforwards  that management  believes is more likely than
not to be realized. By comparison,  the Company had net income of $571,000 ($.13
per share), and $1,036,000 ($.23 per share) for the comparable periods in fiscal
1996. Neither of the comparable periods included an income tax benefit.  Without
the income tax benefit,  the company would have had a small decrease in earnings
for the comparable three month periods,  but would have had a small increase for
the comparable six month periods.

NET SALES

Net sales  for the  quarter  ended  April 30,  1997  were  $7.2  million,  which
represented  an increase of 11% as compared to $6.5 million of net sales for the
quarter ended April 30, 1996.  Net sales for the six months ended April 30, 1997
were $14.3  million,  which  represented an increase of 14% as compared to $12.5
million of net sales for the six months ended April 30, 1996.  This increase was
primarily  attributable  to an  increase  in  performance  analysis  and support
services sales.

VOICE PROCESSING NET SALES

Voice  processing  net  sales for the  quarter  ended  April 30,  1997 were $4.1
million,  which represented an increase of 3% as compared to $4.0 million of net
sales for the  quarter  ended April 30,  1996.  The net sales for the six months
ended April 30, 1997 were $8.5 million,  which  represented an increase of 8% as
compared to $7.9  million of net sales for the six months  ended April 30, 1996.
The  increase  in sales for the  comparable  six  month  periods  was  primarily
attributable  to an  increase  of 67% in sales to  commercial  customers  and an
increase of 20% in sales to international customers, offset by a decrease of 70%
in sales to distributors.  The increase in commercial sales was primarily due to
the  continuation of ongoing business with a large retail pharmacy chain as part
of a large procurement. The increase in international sales was primarily due to
additional  sales from a new value  added  reseller in France.  The  decrease in
sales to distributors  was due to the Company's  decision to focus its sales and
marketing  efforts  on its  interactive  information  response  products  and to
de-emphasize its CALLSTAR voice messaging product line.

As of April 30,  1997,  the Company  had a backlog of existing  orders for voice
processing systems totaling $2.0 million. The backlog, as of April 30, 1996, was
$3.6 million. The Company has experienced fluctuations in its backlog at various
times during the past two fiscal years attributable primarily to the seasonality
of government purchases.  In addition, the Company has observed a lengthening of
the period  between the date of booking an order and the date of shipment,  with
the  shipment  depending  on  customer  delivery  schedules  and  the  level  of
customization required for Intela applications. The Company anticipates that all
of the  outstanding  orders at April  30,  1997  will be  shipped  and the sales
recognized  during  fiscal 1997.  Although the Company  believes that its entire
backlog  of orders  consists  of firm  orders,  because  of the  possibility  of
customer  changes in delivery  schedules and delays  inherent in the  government
contracting  process, the Company's backlog as of any particular date may not be
indicative of actual sales for any future period.

PERFORMANCE ANALYSIS AND SUPPORT SERVICES NET SALES

Performance  analysis and support services net sales for the quarter ended April
30, 1997 were $3.1 million,  which represented an increase of 24% as compared to
$2.5 million of net sales for the quarter  ended April 30,  1996.  The net sales
for the six months ended April 30, 1997 were $5.8 million,  which represented an
increase  of 29% as  compared  to $4.5  million  of net sales for the six months
ended April 30, 1996.  Based upon these recent increases in sales and the growth
in  backlog,  the  Company  expects  to  sustain a higher  level of  performance
analysis and support  services net sales for the remainder of fiscal 1997.  This
increase was  attributable to the addition of new contracts as well as increases
in the level of work authorized  under existing  contracts from the John Hopkins
University  Applied Physics  Laboratory (APL), the Company's  principal customer
for these services.


<PAGE>




The Company  believes  that its  performance  analysis  contracts  are likely to
continue to provide a stable  source of sales for the Company.  The Company does
not anticipate that any changes in defense priorities or spending will result in
any  material  adverse  effect  over the next  fiscal year on its net sales from
performance  analysis  and  support  services  nor alter the  manner in which it
procures  contracts  for such  services.  However,  there is no  assurance  that
changes in defense  priorities or continuing  budget  reductions  will not cause
such an effect during the fiscal year or thereafter.

As of April 30, 1997, the Company had a backlog of funding on existing contracts
for  performance  analysis  and support  services  totaling  $10.2  million.  By
comparison,  the backlog as of April 30, 1996 was $7.4 million.  The increase in
backlog was primarily attributable to the renewal of a large multi-year contract
in the second  quarter of fiscal 1997.  Of the $10.2 million of backlog at April
30, 1997,  approximately  $4.2 million will be recognized as sales beyond fiscal
1997.  Because of the delays inherent in the government  contracting  process or
possible changes in defense priorities or spending,  the Company's backlog as of
any particular date may not be indicative of actual sales for any future period.
Although the Company believes that its backlog of funding on existing  contracts
is firm,  the  possibility  exists that funding for some  contracts on which the
Company  is  continuing  to work,  in the  expectation  of  renewal,  may not be
authorized  (and the Government has the right to cancel  contracts at any time),
although to date this has not occurred.

COSTS AND EXPENSES

Cost of sales was $4.5 million or 62.5% of net sales for the quarter ended April
30, 1997 as compared to $3.7 million or 56.2% of net sales for the quarter ended
April 30, 1996. Cost of sales was $8.6 million or 59.8% of net sales for the six
months  ended April 30,  1997 as compared to $7.2  million or 57.6% of net sales
for the six months  ended  April 30,  1996.  The  increase in cost of sales as a
percentage of net sales was primarily  attributable to the higher  percentage of
net sales of  performance  analysis  and  support  services as compared to voice
processing  net  sales.   Performance   analysis  and  support  services  has  a
significantly higher cost of sales as compared to voice processing.  Also, there
was a higher  percentage  of  products  sales of voice  processing  products  as
compared to services sales.  Products sales have a significantly  higher cost of
sales than services sales.

Selling,  general and administrative  expenses were $1.3 million or 17.6% of net
sales for the quarter  ended April 30, 1997 as compared to $1.7 million or 26.5%
of net  sales for the  quarter  ended  April  30,  1996.  Selling,  general  and
administrative  expenses  were  $2.9  million  or 20.0% of net sales for the six
months  ended April 30,  1997 as compared to $3.2  million or 26.0% of net sales
for the six months ended April 30, 1996. The decrease in selling,  general,  and
administrative  expenses,  both in amount and as a  percentage  of revenue,  was
primarily  attributable  to  decreases  in sales,  marketing,  and  general  and
administrative expenses, and an increase in net sales.

Research and  development  expenses  were $881,000 or 12.2% of net sales for the
quarter  ended  April 30,  1997 as compared to $535,000 or 8.2% of net sales for
the quarter ended April 30, 1996.  Research and  development  expenses were $1.7
million  or 12.1% of net  sales  for the six  months  ended  April  30,  1997 as
compared  to  $947,000  or 7.6% of net sales for the six months  ended April 30,
1996.  The increase was primarily  due to the hiring of additional  personnel as
the Company continues to develop new products and enhance its existing products.
Research and development  expenses reflect costs associated with the development
of  applicable  software  and  product  enhancements  for  the  Company's  voice
processing  systems.  The  Company  believes  that the  process of  establishing
technological  feasibility with its new products is completed approximately upon
release of the products to its customers. Hence, the Company does not anticipate
capitalizing engineering development costs.

NET OTHER EXPENSE

Net other  expense was $34,000 and $77,000 for the quarter and six months  ended
April 30, 1997 as compared to $12,000 and $41,000 for the comparable  periods in
fiscal 1996. Net other expense consisted  primarily of interest expense on short
term borrowings.

PROVISION FOR INCOME TAXES

For the quarter  ended April 30, 1997,  the Company  increased  its deferred tax
asset to $850,000 by recording a tax benefit of $100,000  reflecting the benefit
of approximately $1.9 million in loss carryforwards. Although realization is not
assured,  management  believes  that it is more  likely than not that all of the
deferred tax asset will be realized.


<PAGE>




The  Company  has  exhausted  its  ability to carry  losses  back for income tax
refunds.  Net  operating  loss and tax  credit  carry  forwards  for  income tax
reporting  purposes of  approximately  $9.7 million and $156,000,  respectively,
will be available to offset taxes  generated  from future taxable income through
2008 and 2007.  Management believes that the future tax benefits associated with
$7.8 million of its net operating loss carryforwards is not more likely than not
assured.  Accordingly,  no such  benefit  has been  reflected  in the  Financial
Statements.

FACTORS THAT MAY EFFECT FUTURE RESULTS OF OPERATIONS

Various  paragraphs  of this Item 2  (Management's  Discussion  and  Analysis of
Financial   Condition  and  Results  of  Operations)   contain   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.
Actual   results   could  differ   materially   from  those   projected  in  the
forward-looking  statements  as a result  of the  factors  set  forth  below and
elsewhere in this document.

The  Company  believes  that in the future its  results of  operations  could be
affected by factors such as the  introduction by the Company of new and enhanced
products and services,  market  acceptance of new voice processing  products and
enhancements  of existing  products,  growth in the voice  processing  market in
general, competition, commitments to automation by potential large purchasers of
the Company's  Retail Solutions  products,  fluctuations in the buying cycles of
governmental customers,  changes in general economic conditions,  and changes in
the U.S. defense industry and their impact on the prime contractor for which the
Company provides performance analysis and support services.

The Company  believes  that its ability to meet revenue  targets will  primarily
determine the Company's  profitability  for each fiscal  quarter.  The Company's
backlog on a quarterly  basis  generally will not be large enough to assure that
the Company will meet its revenue targets for a particular quarter, and delivery
of backlog  depends upon a number of factors,  as discussed  above.  Further,  a
large percentage of any quarter's  shipments have  traditionally  been booked in
the last month of the quarter.  Consequently,  quarterly  revenues and operating
results  will  depend on the volume and timing of new orders  received  during a
quarter, which is difficult to predict.

LIQUIDITY AND CAPITAL RESOURCES

Working  capital as of April 30, 1997 was $4.7 million as compared to $3.1 as of
October 31, 1996. The increase in working capital was primarily  attributable to
the net income in the first six months of the year.  Cash and cash  equivalents,
as of April 30, 1997 were $1.3 million as compared to $1.2 million as of October
31, 1996,  but the  outstanding  debt against the  Company's  line of credit was
reduced by $1.4 million during that period.  Accounts receivable as of April 30,
1997 were $4.2 million as compared to $4.3 million as of October 31, 1996.

Goodwill  as of April 30,  1997 was  $708,000 as compared to $808,000 at October
31, 1996. Net fixed assets as of April 30, 1997 were $3.8 million as compared to
$3.9 million as of October 31, 1996.

In February 1997, the Company  renewed its line of credit facility with its bank
which  allows the Company to borrow up to 70% of its eligible  receivables  to a
maximum of  $2,000,000.  The line of credit  bears  interest at the bank's prime
rate plus 1.25% (9.75% at April 30,  1997),  and contains a 1/2 of 1% commitment
fee on the average  unused portion of the line. The line expires on February 28,
1998 and subjects the Company to a number of restrictive covenants,  including a
requirement  to maintain a minimum  consolidated  tangible net worth,  a maximum
ratio of total  liabilities to tangible net worth,  and a minimum current ratio.
There are  restrictions on mergers or  acquisitions,  payment of dividends,  and
certain restrictions on additional borrowings. The line is secured by all of the
Company's  tangible  assets.  At April 30, 1997,  there was no outstanding  debt
against this line of credit.

In February  1997, the Company also renewed its  $1,000,000  loan facility.  The
line of credit bears interest at the bank's prime rate plus 0.5% (9.00% at April
30, 1997),  and contains a 0.5% fee on the average  unused  portion of the loan.
The line  expires on  February  28,  1999,  and  contains  the same  restrictive
covenants as the $2,000,000  line of credit,  and the agreements for the line of
credit and loan facility  contain cross default  provisions.  The loan agreement
allows the Company, at its option, to make monthly interest-only payments on the
outstanding  principal balance,  but all outstanding  amounts are due in full on
February 28, 1999. The line is secured by the Company's  principal  headquarters
building.  At April 30, 1997, there was no outstanding debt against this line of
credit.


<PAGE>




The Company believes that it will not need additional financial resources beyond
those presently expected to be available during fiscal 1997.

On June 30,  1996,  the  Company  entered  into a  contract  to  purchase  a new
management  information  system  including  a five year  maintenance  plan.  The
purchase,  including  maintenance,  is being  financed by the vendor over a five
year term at an annual  interest  rate of 8%. The  financing  terms require five
annual  payments of $140,000  each,  including  interest,  beginning on June 30,
1996. The final payment is due on June 30, 2000.


ITEM 1   Legal Proceedings
         None

ITEM 2   Changes in Securities None.

ITEM 3   Submission of Matters to a Vote of Security Holders
         The Company held its annual meeting of  stockholders on March 25, 1997.
         At the meeting,  Robert E. Gray, Jr. was appointed to serve for a three
         year term as director by a vote of, FOR  3,912,321  with 23,981  shares
         withholding authority. The appointment by the Board of Directors of the
         firm Price Waterhouse LLP as independent accountants of the Company for
         the fiscal  year  ending  October  31,  1997 was  ratified by a vote of
         3,918,622   in  favor,   with  14,780   shares   voting   AGAINST  such
         ratification, and 2,900 shares abstaining.

ITEM 4   Other Information
         None.

ITEM 5   Exhibits and Reports on Form 8-K None.

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                     MICROLOG CORPORATION


                                     BY  /s/ Richard A. Thompson
                                         Richard A. Thompson
                                         President and Chief Executive Officer


                                     BY  /s/ Steven R. Delmar
                                         Steven R. Delmar
                                         Executive Vice President and Chief 
                                         Financial Officer
      June 13, 1997
- --------------------------
          DATE


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<MULTIPLIER>                                        1
<CURRENCY>                                      US DOLLARS  
       
<S>                                         <C>
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<FISCAL-YEAR-END>                             OCT-31-1997
<PERIOD-START>                                FEB-01-1997
<PERIOD-END>                                  APR-30-1997
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                           48,130
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<INCOME-TAX>                                  (95,000)
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