-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WcYx4gE31/qYEsElrGPyeGKBfLBlP9QBB9z12/7OH//Gc3WO8++u14NAdJvBJbXv zlTfCGik+sgQXRSy2qJYUw== 0001019056-00-000284.txt : 20000515 0001019056-00-000284.hdr.sgml : 20000515 ACCESSION NUMBER: 0001019056-00-000284 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOONTON ELECTRONICS CORP CENTRAL INDEX KEY: 0000013191 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 221543137 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-02364 FILM NUMBER: 627367 BUSINESS ADDRESS: STREET 1: 25 EASTMANS RD STREET 2: PO BOX 465 CITY: PARSIPPANY STATE: NJ ZIP: 07054-0465 BUSINESS PHONE: 9733869696 MAIL ADDRESS: STREET 1: 25 EASTMANS RD STREET 2: P O BOX 465 CITY: PARSIPPANY STATE: NJ ZIP: 07054-0465 10QSB 1 FORM 10QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE SIX MONTH PERIOD ENDED MARCH 31, 2000 Commission File number 0-2364 BOONTON ELECTRONICS CORPORATION State: New Jersey I.R.S. Identification No. 22-1543137 25 Eastmans Road, P.O. Box 465, Parsippany, New Jersey 07054-0465 973-386-9696 "Indicate by checkmark 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 [ ] Shares of Common Stock Outstanding: March 31, 2000 2,387,332 March 31, 1999 2,387,332 (UNAUDITED) BOONTON ELECTRONICS CORPORATION BALANCE SHEETS March 31, 2000 September 30, 1999 ASSETS -------------- ------------------ Current assets: Cash and cash equivalents $ 236,044 $ 69,484 Trade receivables 1,184,357 866,475 Inventories 1,580,633 1,441,561 Deferred tax benefit 86,000 86,000 Prepaid expenses and other receivables 264,898 271,945 -------------- -------------- Total current assets 3,351,932 2,735,465 -------------- -------------- Plant and equipment - net 332,800 375,287 -------------- -------------- Other assets: Deferred tax benefit 322,435 322,435 Deposits 70,121 70,121 -------------- -------------- Total other assets 392,556 392,556 -------------- -------------- Total assets $ 4,077,288 $ 3,503,308 ============== ============== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable $ 324,688 $ 84,303 Related party loans 43,530 43,530 Accounts payable 986,586 1,082,132 Other current liabilities 554,969 298,717 -------------- -------------- Total current liabilities 1,909,773 1,508,682 Notes payable - noncurrent 203,640 234,849 Related party loans - noncurrent 218,970 218,970 -------------- -------------- Total liabilities 2,332,383 1,962,501 -------------- -------------- Commitments and contingencies Stockholders' equity: Common stock 238,733 238,733 Capital in excess of par 5,005,563 5,005,563 Deficit (3,499,391) (3,703,489) -------------- -------------- Total stockholders' equity 1,744,905 1,540,807 -------------- -------------- Total liabilities and stockholders' equity $ 4,077,288 $ 3,503,308 ============== ============== The accompanying notes are an integral part of these statements. (Unaudited) 2 (UNAUDITED) BOONTON ELECTRONICS CORPORATION STATEMENTS OF OPERATIONS For the Six Months Ended March 31, 2000 March 31, 1999 -------------- -------------- Net sales $ 4,117,284 $ 3,414,179 Cost of sales 2,265,530 1,793,608 -------------- -------------- Gross profit 1,851,754 1,620,571 -------------- -------------- Operating expenses: Commissions 478,733 437,377 Research and development 363,777 433,997 Other operating expenses 810,821 787,382 -------------- -------------- Total operating expenses 1,653,331 1,658,756 -------------- -------------- Income (loss) from operations 198,423 (38,185) -------------- -------------- Interest expense 20,579 30,545 Other (income) expense (26,254) 38,598 -------------- -------------- Total other (income) expense (5,675) 69,143 -------------- -------------- Income (loss) before taxes 204,098 (107,328) Income taxes - - -------------- -------------- Net income (loss) 204,098 (107,328) Stockholders' equity - beginning 1,540,807 2,617,255 Common stock sold - 442,000 -------------- -------------- Stockholders' equity - ending $ 1,744,905 $ 2,951,927 ============== ============== Weighted average shares outstanding 2,387,332 2,314,765 ============== ============== Earnings (loss) per share $ 0.09 $ (0.05) ============== ============== The accompanying notes are an integral part of these statements. 3 (UNAUDITED) BOONTON ELECTRONICS CORPORATION STATEMENTS OF OPERATIONS For the Three Months Ended March 31, 2000 March 31, 1999 -------------- -------------- Net sales $ 2,345,961 $ 1,906,339 Cost of sales 1,355,704 917,610 -------------- -------------- Gross profit 990,257 988,729 -------------- -------------- Operating expenses: Commissions 252,040 301,279 Research and development 189,773 199,463 Other operating expenses 442,180 430,112 -------------- -------------- Total operating expenses 883,993 930,854 -------------- -------------- Income from operations 106,264 57,875 -------------- -------------- Interest expense 10,749 16,058 Other (income) expense (7,733) 26,636 -------------- -------------- Total other expense 3,016 42,694 -------------- -------------- Income before taxes 103,248 15,181 Income taxes - - -------------- -------------- Net income 103,248 15,181 Stockholders' equity - beginning 1,641,657 2,936,746 Common stock sold - - -------------- -------------- Stockholders' equity - ending $ 1,744,905 $ 2,951,927 ============== ============== Weighted average shares outstanding 2,387,332 2,314,765 ============== ============== Earnings per share $ 0.04 $ 0.00 ============== ============== The accompanying notes are an integral part of these statements. 4 (UNAUDITED) BOONTON ELECTRONICS CORPORATION STATEMENTS OF CASH FLOWS
For the Six Months Ended March 31, 2000 March 31, 1999 -------------- -------------- Cash flows from operating activities: Net income (loss) $ 204,098 $ (107,328) Adjustments to reconcile net income (loss): Depreciation 42,487 44,008 Gain on sale of assets - (150) Decrease (increase) in current assets: Accounts receivable (317,882) 305,198 Inventories (139,072) (246,241) Prepaid expenses and other current assets 7,047 (189,674) Increase (decrease) in current liabilities: Accounts payable (95,546) 133,305 Accrued liabilities 256,252 (169,974) Chapter 11 settlement - current - (144,993) -------------- -------------- Net cash (used) by operations (42,616) (375,849) -------------- -------------- Cash flows from investing activities: Purchase of equipment - (5,872) Proceeds from sale of assets - 150 -------------- -------------- Net cash provided (used) by investing activities - (5,722) -------------- -------------- Cash flows from financing activities: Payments on loans (40,824) (33,256) Proceeds from borrowings 250,000 - Proceeds from sale of common stock - 442,000 -------------- -------------- Net cash provided by financing activities 209,176 408,744 -------------- -------------- Increase in cash and cash equivalents 166,560 27,173 Cash and cash equivalents at beginning of period 69,484 113,812 -------------- -------------- Cash and cash equivalents at end of period $ 236,044 $ 140,985 ============== ==============
The accompanying notes are an integral part of these statements. 5 (UNAUDITED) BOONTON ELECTRONICS CORPORATION NOTES TO FINANCIAL STATEMENTS MARCH 31, 2000 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND DESCRIPTION OF BUSINESS: A. The Company is a New Jersey Corporation organized in 1947. The Company designs and produces electronic testing and measuring instruments including power meters, voltmeters and modulation meters. Recent models are microprocessor controlled and are often used in computerized automatic testing systems. The Company's equipment is marketed throughout the world to commercial and government customers in the electronics industry. The Company markets and distributes its products throughout the United States and abroad via domestic sales representatives and foreign distributors. Representatives sell on a commission basis, while distributors buy products for resale at discounted ex-factory prices. Its representatives and distributors also handle the products of other manufacturers, although these are not generally competitive with the Company's products. B. Use of estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. C. The Company accounts for uncollectible trade accounts under the direct write-off method whereas generally accepted accounting principles require provision for such expenses under the allowance method. The effect of using this method approximates the allowance method as all amounts are deemed to be fully collectible. D. Inventories - stated at the lower of cost or market are valued by the first-in, first-out (FIFO) method. E. Plant and equipment - Depreciation and amortization are calculated by the straight-line method for financial reporting purposes at rates based on the following estimated useful lives: Building and improvement 39 Machinery and equipment 5-10 Office furniture and fixtures 5-10 6 (UNAUDITED) BOONTON ELECTRONICS CORPORATION NOTES TO FINANCIAL STATEMENTS MARCH 31, 2000 The accelerated cost recovery and modified accelerated cost recovery systems are used for income tax purposes. Cost of major renewals and improvements that extend the life of the plant and equipment are capitalized. Expenditures for maintenance and repairs are charged to expenses as incurred. F. Financial risk - The Company regularly maintains bank account balances in excess of FDIC insurable limits. G. Income taxes - The Company adopted the provisions of Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" that requires a company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in a company's financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on differences between the financial statement amounts and tax basis of assets and liabilities using expected tax rates in effect in the years in which the differences are expected to reverse. The Company recognized the benefit of net operating loss carry forward applying the valuation allowance that requires that the tax benefit be limited based on the weight of available evidence and the probability that some portion of the deferred tax asset shall not be realized. H. Financial instruments - The Company's financial instruments include cash, cash equivalents, trade receivables and payables, long-term debt and loans from related parties for which the carrying amounts approximate fair value. It is not practicable to estimate the fair value of related party loans and long-term debt. I. Stock-based compensation - The Company has elected to follow Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB25) and related interpretations in accounting for its employee stock options. Under APB25, because the exercise price of employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recorded. Effective October 1, 1997, the Company has adopted the disclosure only provisions of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" (Statement 123). 7 (UNAUDITED) BOONTON ELECTRONICS CORPORATION NOTES TO FINANCIAL STATEMENTS MARCH 31, 2000 NOTE 2 - INVENTORIES: March 31, 2000 September 30, 1999 -------------- ------------------ Raw material $ 1,115,241 $ 846,594 Work in process 234,655 326,332 Finished goods 230,737 268,635 -------------- -------------- Total inventories $ 1,580,633 $ 1,441,561 ============== ============== NOTE 3 - PLANT AND EQUIPMENT: March 31, 2000 September 30, 1999 -------------- ------------------ Building and improvements $ 62,329 $ 62,329 Machinery and equipment 1,675,512 1,675,512 Office furniture and fixtures 583,232 583,232 -------------- -------------- Total - at cost 2,321,073 2,321,073 Accumulated depreciation (1,988,273) (1,945,786) -------------- -------------- Plant and equipment - net $ 332,800 $ 375,287 ============== ============== NOTE 4 - RELATED PARTY LOANS AND NOTES PAYABLE: March 31, 2000 September 30, 1999 -------------- ------------------ A. Related Party Loans Board of Directors: Notes, subordinated to NJEDA loan, dated February 6, 1995, payable in monthly installments of $5,449 including interest at 9% per annum through September 30, 2001 $ 262,500 $ 262,500 Less current portion 43,530 43,530 -------------- -------------- Non current portion $ 218,970 $ 218,970 ============== ============== Interest expense for the fiscal years ended September 30, 1999 and 1998 amounted to $23,953 and $24,035, respectively. No principal payments were made during the year ended September 30, 1999 since these notes are subordinated to the NJEDA loan. 8 (UNAUDITED) BOONTON ELECTRONICS CORPORATION NOTES TO FINANCIAL STATEMENTS MARCH 31, 2000 March 31, 2000 September 30, 1999 -------------- ------------------ B. Notes Payable New Jersey Economic Development Authority (NJEDA): Note, dated July 31, 1996, payable in monthly installments of $7,620 including interest at 6.75% per annum through June 30, 2003: $ 278,328 $ 319,152 Wireless Telecom Group (see Note 11): Note, dated March 2, 2000, payable in full including interest at 9.75% per annum: 250,000 - -------------- -------------- Total notes payable 528,328 319,152 Less current portion 324,688 84,303 -------------- -------------- Non current portion $ 203,640 $ 234,849 ============== ============== NJEDA interest expense for the fiscal years ended September 30, 1999 and 1998 amounted to $24,855 and $28,061, respectively. Future principal payments under the terms of the NJEDA note agreement are as follows: Fiscal Year Amount ----------- ----------- 2000 $ 84,303 2001 77,778 2002 83,271 2003 73,800 ----------- Total $ 319,152 =========== NOTE 5 - CONCENTRATION OF CREDIT RISK: The Company maintains cash and cash equivalents at two financial institutions that are insured by the Federal Deposit Insurance Corporation (FDIC). The Company at times during the period had amounts in these institutions that exceeded the FDIC insurable limit of $100,000. In the normal course of business the Company extends unsecured credit to customers in the United States and abroad. 9 (UNAUDITED) BOONTON ELECTRONICS CORPORATION NOTES TO FINANCIAL STATEMENTS MARCH 31, 2000 NOTE 6 - COMMITMENTS AND CONTINGENCIES: Commitments: A. Retirement Plans: Effective July 1, 1989, the Company adopted a defined contribution plan for all eligible employees. In accordance with Internal Revenue Code Section 401(k), the plan provides for elective deferral of up to 15% of total compensation. The plan further provided for a Company matching contribution of 25% of the elective deferral amount of each participant that did not exceed 6% of total compensation. Effective October 1, 1995, the Company increased the matching contribution to 50% of the elective deferral amount of each participant that does not exceed 6% of total compensation. The amounts charged to operations for the fiscal years ended September 30, 1999 and 1998 were $32,854 and $33,792, respectively. B. Employee Stock Option Plans: On February 26, 1987, the Stockholders approved the 1987 Incentive Stock Option Plan, the 1987 Employee Stock Purchase Plan and the 1987 Stock Option Plan for Non-Employee Directors. Subject to the provisions of these plans, an aggregate of 150,000 shares of the Company's stock was made available for option purchases; namely 75,000 shares, 37,500 shares and 37,500 shares, respectively. The plans ended effective December 1996 and no further grants may be made for options.
Price Per Share Number of Shares --------------- ---------------- Shares under option at September 30, 1998 $ 1.0625 26,500 Expired $ 1.0625 (14,000) ------- Shares under option at September 30, 1999 $ 1.0625 12,500 Expired $ 1.0625 (12,500) ------- Shares under option at March 31, 2000 $ 1.0625 - =======
C. Lease commitments: Effective September 28, 1994, the Company entered into a seven-year lease (with a five-year renewal option) for its present office and manufacturing facility in Hanover Township, New Jersey. Rent that was charged to operations for the fiscal year ended September 30, 1999 totaled $332,000. Future minimum lease payments required under the lease for fiscal years 2000 and 2001 are $332,000 and $332,000, respectively. 10 (UNAUDITED) BOONTON ELECTRONICS CORPORATION NOTES TO FINANCIAL STATEMENTS MARCH 31, 2000 The Company leases certain equipment under operating lease arrangements that are generally 60-month terms. These operating leases expire in various years through 2005. One of these leases may be renewed at the end of three years. Future minimum payments consisted of the following at September 30, 1999: Fiscal Year Amount ----------- --------- 2000 $ 52,186 2001 54,624 2002 51,511 2003 49,287 2004 44,536 2005 2,438 Contingencies: A. Environmental Contingencies: Follow an investigation by the New Jersey Department of Environmental Protection (NJDEP) of the Company's waste disposal practices at a certain site that it formerly leased, the Company put a groundwater management plan into effect as approved by the NJDEP. Costs associated with the plan are charged directly to income as incurred. The owner of the site has notified the Company that if the NJDEP investigation proves to interfere with a sale of the property, the owner may seek to hold the Company liable for any loss it suffers as a result. However, corporate counsel has informed management that, in their opinion, the lessor would not prevail in any lawsuit filed due to the imposition by law of the statute of limitations. Costs charged to operations in connection with the groundwater management plan for the fiscal years ended September 30, 1999 and 1998 amounted to $79,855 and $57,205, respectively. The Company estimates the expenditures in this regard for the fiscal year ending September 30, 2000 shall amount to approximately $80,000. B. Income Tax Contingencies: The Company's income tax returns for the fiscal years ended September 30, 1999, 1998, 1997 and 1996 are subject to review. C. The Company remains liable for certain claims by a former stockholder until full payment of the Stock Purchase by an affiliated company. D. A former employee has charged the Company with wrongful dismissal. The Company contends there was no such discrimination and intends to contest the suit. 11 (UNAUDITED) BOONTON ELECTRONICS CORPORATION NOTES TO FINANCIAL STATEMENTS MARCH 31, 2000 Contingencies - continued: E. On March 2, 2000, the Company entered into an Agreement and Plan of Reorganization (see Note 11). The Agreement provides that if it is terminated under specific conditions and the Company or its Shareholders enter into any acquisition transaction involving a third party within one year after such termination, the Company would be obligated to pay the Purchasers $100,000 plus certain other expenses up to a maximum of $500,000. Management is confident that the specific conditions for termination shall not arise and that no "break-up fees" shall be incurred. F. Management intends to pursue business alternatives including a strategic- alliance, merger or sale of the Company. NOTE 7 - COMMON STOCK:
March 31, 2000 September 30, 1999 -------------- ------------------ Common Stock: $.10 par value authorized 5,000,000 shares, Issued and outstanding 2,387,332 shares $ 238,733 $ 238,733 ============== ==============
NOTE 8 - INCOME TAXES: The components of the deferred tax asset are:
March 31, 2000 September 30, 1999 -------------- ------------------ Deferred tax asset $ 3,029,700 $ 3,029,700 Valuation allowance (2,621,265) (2,621,265) -------------- -------------- Net deferred tax asset $ 408,435 $ 408,435 ============== ==============
Financial Accounting Standards Board Statement No. 109, "Accounting for Income Taxes", requires that the Company record a valuation allowance when it is "more likely than not that some portion or all of the deferred tax assets will not be realized". The ultimate realization of this deferred tax asset depends on the ability to generate sufficient taxable income in the future. The Company has undergone substantial restructuring changes and has made strategic realignments of its operations that management believes will result in future profitability. The losses in recent years and a desire to be conservative make it appropriate to record a valuation allowance. Accordingly, the Company has provided a valuation allowance for the portion of the total deferred tax asset that will not be realized as related to the operating loss carry forward. 12 (UNAUDITED) BOONTON ELECTRONICS CORPORATION NOTES TO FINANCIAL STATEMENTS MARCH 31, 2000 Income tax laws allow for the utilization of loss carry forwards over periods not to exceed 15 and 7 years for Federal and State purposes, respectively. In the event the Company reports sufficient profitability in the future to use all or a portion of the deferred tax asset the valuation allowance shall be reduced or eliminated through a credit to expense (increasing stockholders' equity). The Company has net loss carry forwards for Federal and State purposes approximating $6,706,500 and $8,327,500 that expire in various years through 2014 and 2006, respectively. These loss carry forwards can be utilized to reduce future taxable income dollar for dollar. The following is a reconciliation of income taxes at the federal statutory rate with income taxes recorded by the Company:
March 31, 2000 March 31, 1999 -------------- -------------- Computed income taxes at statutory rate $ 69,393 $ - Recognition of net operating loss (69,393) - -------------- -------------- Expense (benefit) $ - $ - ============== ==============
NOTE 9 - SEGMENT INFORMATION: The Company is engaged in the manufacture and sale of electronic test and measurement equipment and management considers its business as a single segment for reporting purposes. The Companies export sales were as follows: Six Months Ended March 31, Amount % of Total Sales -------------------------- ------ ---------------- 2000 $1,476,560 36% 1999 1,749,788 51% The Companies sales to domestic government agencies were as follows: Six Months Ended March 31, Amount % of Total Sales -------------------------- ------ ---------------- 2000 $ 206,655 5% 1999 241,597 7% NOTE 10 - EARNINGS PER SHARE: Earnings per share have been computed by dividing net income by the weighted-average number of shares outstanding of 2,387,332 for 2000 and 2,314,765 for 1999. Options to purchase a total of 428,268 shares of common stock at $3.24 per share in 1999 were not included because the exercise price exceeded the average market price and would have therefore resulted in anti-dilution. Also in 1999, incentive stock option shares were not included because they were deemed to be insignificant. 13 (UNAUDITED) BOONTON ELECTRONICS CORPORATION NOTES TO FINANCIAL STATEMENTS MARCH 31, 2000 NOTE 11 - CHANGE IN CONTROL OF COMPANY: Boonton entered into an Agreement and Plan of Reorganization (the "Merger Agreement") on March 2, 2000 with Wireless Telecom Group ("Wireless") and WTT Acquisition Corp., a wholly owned subsidiary of Wireless. Boonton shall be acquired by and become a wholly owned subsidiary of Wireless. Under the terms of the Merger Agreement, each outstanding share of the Boonton's common stock shall be converted into .79 shares of Wireless common stock on the closing date. It is expected that the merger shall be completed before July 14, 2000. The Merger Agreement is subject to approval by Boonton's stockholders as well as other customary closing conditions and requirements. Wireless, headquartered in Paramus NJ, is a global provider of noise generators used in the telecommunications field. Also, on March 2, 2000, Wireless and Boonton executed a Promissory Note whereby Boonton promises to pay Wireless the sum of Two Hundred and Fifty Thousand Dollars ($250,000) together with interest, equal to the rate of interest announced on March 2, 2000 by Chase Manhattan Bank to be its prime or reference rate plus one percent (1%) per annum, as follows. The principal due and any accrued but unpaid interest shall immediately become due and payable on the earlier of the 5th business day after the termination of the Merger Agreement or July 14, 2000. If the note is not repaid in cash then it shall be converted into 225,000 shares of Boonton common stock. If the closing of the Merger Agreement shall occur before July 14, 2000, or Boonton's obligation to repay the Promissory Note is cancelled in accordance with a specified section of the Merger Agreement, the principal due and any accrued but unpaid interest thereon shall be cancelled and forgiven and Wireless shall release, acquit and discharge Boonton from any liability under the Promissory Note. 14 BOONTON ELECTRONICS CORPORATION MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED MARCH 31, 2000 RESULTS OF OPERATIONS: Net sales for the six months ended March 31, 2000 of $4,117,284 were $703,105 higher than net sales of $3,414,179 reported for the six months ended March 31, 1999. Domestic revenues increased by $976,333 due to significant sales of the new Peak Power/CW Power and RF Volt Meter to domestic customers. Export sales declined by $273,228. Gross profit as a percentage of net sales decreased to 44.9% in the current period versus 47.5% for the equivalent period a year ago. This was due to an increase in cost of goods sold that occurred primarily because of overtime needed to produce the increased number of units shipped. Commission expense increased by $41,356 over the prior year's comparable period. Research and development expense decreased by $70,220 due to completion of the new product design at the end of fiscal year 1999. Income from operations of $198,423 was reported for the six months ended March 31, 2000 as compared to a loss from operations of $38,185 for the previous year's equivalent period. Net income of $204,098 was a $311,426 increase over the prior year's comparable period net loss of $107,328 primarily due to the increased revenues noted above. Earnings per share for the current period were $.09 versus a loss per share of $.05 for the prior year's comparable period. LIQUIDITY AND CAPITAL RESOURCES: As disclosed in Note 11. to the Company's financial statements, the Company has obtained a short term loan for $250,000 from Wireless Telecom Group, Inc. a company with which the Company expects to merge with on or before July 14, 2000. The proceeds from the note shall be used to pay past due trade payables. There have been no other significant changes in the Company's financial condition since the fiscal year ended September 30, 1999 and the information included in the Company's report on Form 10-KSB should be read in conjunction with this report on Form 10-QSB. Trade receivables at March 31, 2000 were higher than September 30, 1999 as a result of increased sales. Inventory also increased to $1,580,633 and continues to include a write down of approximately $212,000. The current ratio at March 31, 2000 decreased to 1.76 as compared to 1.81 at September 30, 1999 and working capital increased to $1,442,159 at March 31, 2000 versus $1,226,783 at September 30, 1999. The Company's backlog at March 31, 2000 was $2,738,423 reflecting an increase of $1,680,677 over the September 30, 1999 backlog. The increase was primarily due to a $1,112,320 order placed in December 1999 for 8701 VXI Modulation Meters. 15 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. BOONTON ELECTRONICS CORPORATION BY /s/ YVES GUYOMAR -------------------------------------- Yves Guyomar, President and Chief Executive Officer and Principal Accounting Officer May 12, 2000 16 BOONTON ELECTRONICS CORPORATION INDEX TO EXHIBITS AND REPORTS ON FORM 8-K FILED IN THE QUARTERLY REPORT ON FORM 10-QSB FOR THE SIX MONTHS ENDED MARCH 31, 2000 EXHIBIT NO. PAGE - ----------- ---- 27 Financial Data Schedule 18 REPORTS ON FORM 8-K: - ------------------- (a) A report on Form 8-K was filed with the Commission on March 3, 2000 with regard to Item 5. - Other Items. (b) A report on Form 8-K was filed with the Commission on March 14, 2000 with regard to Item 1. - Changes in Control of Registrant. 17 EX-27 2 FDS
5 0000013191 Boonton Electronics Corporation 1 6-MOS SEP-30-2000 OCT-01-1999 MAR-31-2000 236,044 0 1,184,357 0 1,580,633 3,351,932 2,321,073 1,988,273 4,077,288 1,909,773 0 0 0 238,733 1,506,172 4,077,288 4,117,284 4,117,284 2,265,530 1,653,331 (26,254) 0 20,579 204,098 0 204,098 0 0 0 204,098 .09 .09
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