SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE NINE MONTHS ENDED JUNE 30, 1996 BOONTON ELECTRONICS CORPORATION State: New Jersey Identification No. 22-1543137 File No. 0-2364 Address: 25 Eastmans Road, P. O. Box 465, Parsippany, New Jersey 07054-0465 Telephone: 201-386-9696 "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 Shares Outstanding: June 30, 1996 1,556,585 June 30, 1995 1,326,785 (Unaudited) BOONTON ELECTRONICS CORPORATION BALANCE SHEETS Assets: - - ------ June 30, 1996 September 30, 1995 Current assets: Cash and cash equivalents $ 299,931 $ 146,568 Trade receivables 897,033 1,011,980 Inventories 1,337,700 1,203,358 Deferred tax benefit 107,412 107,412 Other current assets 165,329 263,570 ---------- ---------- Total current assets 2,807,405 2,732,888 ---------- ---------- Property and equipment-net 174,248 102,169 ---------- ---------- Other assets: Deferred tax benefit 1,186,170 1,186,170 Security deposits 67,768 67,768 ---------- ---------- Other assets 1,253,938 1,253,938 ---------- ---------- Total assets $ 4,235,591 $ 4,088,995 ========== ========== Stockholders' equity: Current liabilities: Bank loan $ - $ 97,765 Related party loans - current 32,279 - Accounts payable - trade 326,775 288,128 Other current liabilities 410,492 417,762 Unsecured claims payable (Chapter 11 settlement) - current 66,662 101,515 ------------ ---------- Total current liabilities 836,208 905,170 Related party loans - noncurrent 230,221 262,500 Unsecured claims payable (Chapter 11 settlement) - noncurrent 191,388 253,788 ------------ ---------- Total liabilities 1,257,817 1,421,458 Commitments and contingencies ------------ ---------- Stockholders' equity: Common stock 155,659 152,209 Capital in excess of par 4,052,784 4,388,431 Deficit (1,230,669) (940,812) Treasury stock - (932,291) ----------- ---------- Total stockholders'equity 2,977,774 2,667,537 Total liabilities and ----------- ---------- stockholders' equity $ 4,235,591 $ 4,088,995 =========== ========== The accompanying footnotes are an integral part of these statements. (Unaudited) BOONTON ELECTRONICS CORPORATION STATEMENTS OF OPERATIONS For the Nine Months Ended June 30 1996 June 30, 1995 Net sales $ 4,601,618 $ 4,967,463 Cost of goods sold 2,387,528 2,817,551 ----------- ----------- Gross income 2,214,090 2,149,912 ----------- ----------- Operating expenses: Commissions 490,134 451,381 Research and development 667,592 522,280 Other operating expenses 1,117,670 961,039 ----------- ----------- Total operating expenses 2,275,396 1,934,700 ----------- ----------- Income/loss from operations (61,306) 215,212 ----------- ----------- Interest expense 18,660 32,965 Other expense 58,547 175,398 ----------- ----------- Total other expenses 77,207 208,363 ----------- ----------- Income/(loss) before provision for income taxes (138,513) 6,849 Provision for income taxes - - ----------- ----------- Income/(loss) before extraordinary item (138,513) 6,849 Extraordinary item 151,344 - ----------- ----------- Net income/(loss) (289,857) 6,849 Stockholders' equity - beginning 2,667,537 2,388,694 Stock options exercised 36,656 31,875 Treasury stock - reissued 563,438 - ----------- ----------- Stockholders' equity - ending $ 2,977,774 $ 2,427,418 Weighted average number of shares =========== =========== outstanding 1,428,545 1,326,785 =========== =========== Earnings/(loss) per share: Before extraordinary item ($0.10) $0.01 Extraordinary item (0.11) - ----------- ------------ Net ($0.21) $0.01 ============ ============ The accompanying footnotes are an integral part of these statements. (Unaudited) BOONTON ELECTRONICS CORPORATION STATEMENTS OF OPERATIONS For the Three Months Ended June 30, 1996 June 30, 1995 Net sales $ 1,410,126 $ 1,818,211 Cost of goods sold 765,589 1,009,874 ----------- ----------- Gross income 644,537 808,337 Operating expenses: ----------- ----------- Commissions 150,612 144,207 Research and development 238,300 184,323 Other operating expenses 384,026 341,122 ----------- ----------- Total operating expense 772,938 669,652 ----------- ----------- Income/(loss) from operations (128,401) 138,685 ----------- ----------- Interest expense 8,941 13,004 Other expense 6,198 26,553 ----------- ----------- Total other expenses 15,139 39,557 ----------- ----------- Income/(loss) before provision for taxes (143,540) 99,128 Provisions for income taxes - - Income/(loss) before ----------- ----------- extraordinary item (143,540) 99,128 Extraordinary item 151,344 - ----------- ----------- Net income/(loss) (294,884) 99,128 Stockholders' equity - beginning 3,251,408 2,328,290 Stock options exercised 21,250 - ----------- ----------- Stockholders' equity - ending $ 2,977,774 $ 2,427,418 =========== =========== Weighted average number of common shares out- standing 1,537,244 1,326,785 =========== ========== Earnings/(loss) per share Before extraordinary item ($0.09) $0.07 Extraordinary item (0.10) - ----------- ---------- Net ($0.19) ($0.07) =========== ========== The accompanying footnotes are an integral part of these statements. (Unaudited) BOONTON ELECTRONICS CORPORATION STATEMENTS OF CASH FLOW For the Nine Months Ended June 30, 1996 June 30, 1995 Cash provided/(used) by operations: Net income/(loss) $ (289,857) $ 6,849 Adjustments to reconcile net income: Depreciation & amortization 13,824 15,252 Other - (2,493) Decrease/(increase) in current assets: Accounts receivable 114,947 (87,024) Inventories (134,342) (211,337) Other current assets 98,241 62,028 Increase/(decrease) in current liabilities: Accounts payable 38,647 269,220 Chapter 11 settlement - current (97,253) - Accrued liabilities (7,270) (20,412) -------- -------- Net cash provided/(used) by operations (263,063) 32,083 -------- -------- Cash flows from investing activities: Proceeds from sale of assets - 2,493 Purchase of equipment (85,903) (70,168) Other - 14,848 -------- -------- Net cash (used) by investing activities (85,903) (52,827) -------- -------- Cash flows from financing activities: Loans from Board of Directors - 300,000 Payments on bank loans (97,765) (245,321) Proceeds from sale of treasury stock 563,438 - Proceeds from options exercised 36,656 31,875 -------- -------- Net cash (provided) by financing activities 502,329 86,554 -------- -------- Increase/(decrease) in cash and cash equivalents 153,363 65,810 Cash and cash equivalents at beginning of period 146,568 132,113 -------- -------- Cash and cash equivalents at end of period $ 299,931 $ 197,923 ======== ======== The accompanying footnotes are an integral part of these statements. (Unaudited) BOONTON ELECTRONICS CORPORATION NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 1996 [FN] NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (A) Effective October 1, 1995, the wholly-owned subsidiaries of Boonton Electronics Corporation were dissolved and converted to divisional operations. The consolidated balance sheet information presented for September 30, 1995 includes the accounts of Boonton Electronics Corporation and its wholly-owned subsidiaries, Boonton International Sales Corporation and Integra, Inc. All material intercompany accounts and transactions have been eliminated in consolidation. (B) The Company accounts for uncollectible trade receivables under the direct write-off method whereas generally accepted accounting principles require provision for such expenses under the allowance method. The departure was deemed to be immaterial. (C) Inventories are stated at the lower of cost or market determined by the first-in, first-out (FIFO) method. (D) Property, plant and equipment have depreciation and/or amortization calculated by the straight-line method for financial reporting purposes at rates based on the following estimated useful lives: Category Years Building improvements 39 Machinery and equipment 5-10 Furniture and fixtures 5-10 Transportation equipment 3 The accelerated cost recovery system and modified accelerated cost recovery system are used for income tax purposes. Expenditures for maintenance and repairs are charged to expenses as incurred. Cost of major renewals and betterments that extend the life of property and equipment are capitalized. (E) Income taxes. The Company adopted the provisions of Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" which 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 the differences between the financial statement carrying amounts and tax basis of assets and liabilities using expected tax rates in effect in the years in which differences are expected to reverse. The Company has recognized the benefit of net operating loss carryforwards applying the valuation allowance which 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 will be realized. Note 2 - PROCEEDINGS UNDER CHAPTER 11 AND GOING CONCERN PRESENTATION. The Company operated under Chapter 11 proceedings for the period September 7, 1993 through November 15, 1994 when, on the later date, an order confirming the Company's Plan of Reorganization was entered by the United States Bankruptcy Court, District of New Jersey, subject to the court closing the case 180 days after said entry (Local Rule 25(a)), cause for extension of time in closing case (Local Rule 25(b)), and filing of application for allowance of fees and allowance within 90 days after entry of final order confirming plan (Local Rule 25(c)). In accordance with S.A.S. Section 560.03, the Company has adjusted downward all liability accounts that were affected by the confirmed Plan of Reorganization entered on November 15, 1994. Therefore, the financial statements reflect the maximum liabilities to creditors under the Chapter 11 proceedings and the plan of reorganization. As a result of the plan of reorganization, $1,487,552 of indebtedness was forgiven and was reported as an extraordinary item in the financial statements for the fiscal year ended September 30, 1994. The settlement of claims under the Plan of Reorganization, which is reflected in the financial statements provided the following net gains on restructured debt: Notes payable - United Jersey Bank: Working capital $2,748,358 Term loan 840,460 Accrued interest 300,867 ---------- Secured debt balance 3,889,685 ---------- Less: Chapter 11 settlement: Proceeds from sale of land and building 2,300,000 Note payable - United Jersey Bank 400,000 Payments on note - 3 months ended ended August 1994 150,000 Net proceeds from sale at auction 48,044 Cash payments 101,956 ---------- Chapter 11 agreement 3,000,000 ---------- Gain on settlement - United Jersey Bank 889,685 Settlement with unsecured creditors - Reduction of account payable (unsecured debt) 443,210 Settlement with unsecured creditors - Reduction of accrued expenses (unsecured debt) 154,657 ---------- Total gain on restructure of debt $1,487,552 ========== The settlement of unsecured claims under the confirmed Plan of Reorganization totaling 35% of allowed claims for accounts payable and accrued expenses, which is reflected in the financial statements, provided for the following payments to be made subsequent to November 15, 1994: 10% From after tax proceeds from termination of the Company's defined benefit pension plan. Disbursement for this initial payment was made October 27, 1995. 5% One year after initial payment. 5% Two years after initial payment. 15% Three years after initial payment. Note 3 - INVENTORIES: Raw Work in Finished Total Materials Process Goods 6/30/96 $1,337,700 $607,544 $639,904 $90,252 9/30/95 1,203,358 496,238 649,284 57,836 NOTE 4 - PROPERTY AND EQUIPMENT: Category June 30, 1996 September 30, 1995 Machinery and equipment $ 1,503,558 $ 1,436,087 Building and improvements 61,054 61,054 Furniture and fixtures 450,767 432,336 Transportation equipment 13,188 13,188 ---------- ---------- 2,028,567 1,942,665 Less: Accumulated depreciation (1,854,319) (1,840,496) ---------- ---------- $ 174,248 $ 102,169 ========== ========== NOTE 5 - PROVISION/(BENEFIT) FOR INCOME TAXES: For the nine months ended June 30 1996 1995 Federal tax at statutory rate $ (98,551) $ 2,329 Deferred tax benefit allowance 98,551 (3,439) Other adjustments - net - 1,110 ------- ------- Federal tax/(benefit) - - ------- ------- State tax expense - - ------- ------- Total tax provision/(benefit) $ - $ - ======= ======= The components of the net deferred income tax at June 30, 1996 and September 30, 1995 are: Deferred income tax asset $ 3,371,985 Less: Valuation allowance (2,078,403) ----------- Net deferred tax asset $ 1,293,582 =========== 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". It further states that "forming a conclusion that a valuation allowance is not needed is difficult when there is negative evidence such as cumulative losses in recent years". The ultimate realization of the deferred income tax asset depends on the ability to generate sufficient taxable income in the future. The Company is undergoing substantial restructuring changes and has made strategic realignments of its operations in association with its Plan of Reorganization. Management believes these changes will result in future profitability. While it is management's belief that these measures will allow the total deferred income tax asset to be realized by future operating results, the losses in recent years and a desire to be conservative both make it appropriate to record a valuation allowance. Accordingly, the Company has provided a valuation allowance (based on estimated future taxable income) for a portion of the total deferred income tax asset that will not be realized as related to the operating loss carryforward and temporary differences. Income tax laws allow for the utilization of loss carryforwards over periods not to exceed 15 and 7 years for Federal and State purposes, respectively. If the Company is not able to generate sufficient taxable income in the future through operating results, increases in the valuation allowance will be required through a charge to expense (reducing stockholders' equity). In the event the Company reports sufficient profitability to use all of the deferred income tax asset, the valuation allowance will be reduced through a credit to expense (increasing stockholders' equity). NOTE 6 - NOTES PAYABLE - BANK: June 30, September 30, 1996 1995 A. Bank: United Jersey Bank note payable (as part of secured debt restructure with bank) in monthly installments of $25,000, including interest at 8% per annum, through January 1996 $ - $ 97,765 Less: current portion - 97,765 -------- -------- Noncurrent portion $ - $ - ======== ======== B. Related Party Loans: Board of Directors' notes dated February 6, 1995, monthly payments commence October 1, 1996 for five year period. Interest at 9% per annum. $ 262,500 $ 262,500 Less: current portion 32,279 - -------- -------- Noncurrent portion $ 230,221 $ 262,500 ======== ======== NOTE 7 - LIABILITIES SUBJECT TO COMPROMISE: Pre-petition liabilities per the November 15, 1994 confirmed Plan of Reorganization were compromised as follows: Accounts payable $ 702,233 Accrued commissions 126,370 Accrued vacation 96,250 Accrued expenses 78,282 Accrued severance pay 25,108 --------- Total September 30, 1994 1,028,243 Court authorized payments/ adjustments (75,073) --------- Balance subject to settlement 953,170 Amount discharged (593,605) --------- Chapter 11 settlement 359,565 Initial 10% payment - Oct. 27, 1995 (101,515) --------- Balance as of June 30, 1996 258,050 Less: current portion 66,662 --------- Noncurrent portion $ 191,388 ========= NOTE 8 - COMMITMENTS AND CONTINGENCIES: Commitments: (A) Retirement Plans: The Company adopted a non-contributory employee pension plan effective January 1, 1972, which was revised to meet the requirements of ERISA and subsequent tax legislation. Substantially all employees were eligible to participate. Under the plan, the Company was obligated to contribute such amounts as were actuarially required to fund the plan. Effective October 1, 1987, the Company adopted Statement of Financial Accounting Standards No. 87, Employers' Accounting for Pensions (FAS No. 87), for its non-contributory defined benefit employee pension plan. Effective September 9, 1994, the Company terminated the plan pending approval of the Internal Revenue Service and the Pension Benefit Guaranty Corporation. Benefits provided by the plan ceased accruing on the same date. Effective October 13, 1995 the assets of the plan were fully distributed to the plan participants with an excess balance of $167,610 returned to the Company. As noted in Notes 2 and 7 above, the initial 10% payment was made October 27, 1995 from the excess balance. The components of the net periodic pension cost, based on FAS No. 87, were as follows: September 30, 1995 1994 Service cost $ - $ 49,181 Interest cost 179,716 200,227 Actual return on plan assets (102,282) 149,190 Net amortization and deferral (126,304) (443,784) -------- -------- Net periodic pension cost/(income) $ (48,870) $ (45,186) ======== ======== The funded status and obligations of the plan were as follows: September 30, 1995 1996 Vested benefit obligation $ 2,820,512 $ 2,601,226 ========== ========== Accumulated benefit obligation $ 2,820,512 $ 2,601,226 ========== ========== Projected benefit obligation $ 2,820,512 $ 2,601,226 ========== ========== Market value of SSTs $ 2,988,122 $ 3,146,445 ========== ========== Plan assets in excess of projected benefit obligation $ 167,610 $ 545,219 Unrecognized adjustments: Transition amount - (64,178) Net loss - (96,774) ---------- ---------- Prepaid pension cost $ 167,610 $ 384,267 ========== ========== The actuarial assumptions used to determine the net periodic pension cost, projected benefit obligation and accumulated benefit obligation were as follows: Discount rate 7.25% at September 30, 1994 Salary progression 4.05% compounded annually at September 30, 1994. Return on plan assets 7.00% compounded annually at September 30, 1995 and 1994 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 provides for a Company matching contribution of 50% of the elective deferral amount of each participant that does not exceed 6% of total compensation. Effective January 1, 1994, the matching Company contribution was suspended due to the Company's financial condition and pending Plan of Reorganization. Effective October 1, 1995, the matching Company contribution was reinstated. The amount charged to operations for the six months ended June 30, 1996 was $34,072. (B) Employee Stock Option Plan: On February 26, 1987, the Stockholders approved the 1987 Incentive Stock Option Plan, the 1987 Employee Stock Purchase Plan and the 1987 Stock Option Program 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; 75,000 shares, 37,500 shares and 37,500 shares, respectively. The number of shares available for future grants at September 30, 1995 were 11,700, 11,900 and 7,500 respectively. Option Price Number of Per Share Shares Shares under option at 9/30/92 $3.00 76,000 Expired $3.00 (22,500) ------- Shares under option at 9/30/93 $3.00 53,500 Expired $3.00 (3,500) ------- Shares under option at 9/30/94 $3.00 50,000 Granted $1.0625 130,000 Exercised $1.0625 (30,000) Expired $1.0625 (18,750) Expired/surrendered $3.00 (50,000) Shares under option at 9/30/95 $1.625 81,250 ======= (C) Lease Commitments: Subsequent to the sale of the Company's facility in Randolph, New Jersey on September 28, 1994, the Company entered into a seven year lease for its present office and manufacturing facility in Hanover Township, New Jersey with a five year renewal option. Annual rent during the initial seven year term is $227,400 for the first four years and $300,000 for the final three years. Future minimum lease payments required under the operating lease are as follows: Fiscal Year Amount 1996 $227,400 1997 227,400 1998 227,400 1999 300,000 2000 300,000 Thereafter 300,000 Contingencies: (A) Environmental Contingencies: Following 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 has put into effect a ground water management plan approved by the NJDEP. Costs associated with this site are charged directly to income as incurred. The lessor of this site has notified the company that if the NJDEP investigation proves to have interfered with a sale of the property, the lessor 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. The amount charged to operations for the years ended September 30, 1995, 1994, and 1993 was $60,409, $134,640, and $167,823, respectively. Also see Note 12 - EXTRAORDINARY ITEM below for further disclosure of costs' incurred during the quarter ended June 30, 1996 for activities associated with this environmental situation. (B) Income Tax Contingencies: The Company's income tax returns through the fiscal year ended September 30, 1991 have been accepted as filed or are barred from further assessment. NOTE 9 - COMMON STOCK: Common Stock: $0.10 par value; authorized 5,000,000 shares; issued 1,534,835 shares $153,659 ======== Treasury Stock (at cost) $ - ======== The treasury shares represented the repurchase of stock as authorized by the Board of Directors on November 16, 1987. 15,000 shares were reissued to the President and CEO by resolution of the Board of Directors on July 14, 1995. In accordance with the information regarding the "GMME Letter of Intent" in Note 11.A. below, the balance of the treasury shares, 180,300 shares were reissued effective March 8, 1996. NOTE 10 - SEGMENT INFORMATION: The Company is engaged in the manufacture and sale of electronic test and measurement equipment. Management considers the business as a single segment for reporting purposes. The Company's export sales were as follows: Nine months ended: Amount ------------------ ---------- June 30, 1996 $2,003,375 June 30, 1995 2,030,463 NOTE 11 - SUBSEQUENT EVENTS: A. GMME Letter of Intent: Effective August 15, 1996, the company was informed, in accordance with the terms of the definitive Stock Purchase Agreement executed on February 23, 1996 by and between the Company and General de Mesure et de Maintenance Electronique, S.A. (GMME), that GMME would not exercise its right to further invest in the Company and purchase 523,700 of authorized but unissued common shares for THREE DOLLARS AND TWELVE AND ONE-HALF CENTS ($3.125) a common share. GMME remains as a shareholder of the Company as a result of its March 8, 1996 purchase of 180,300 common shares from treasury. It is the intent of the two companies to continue to pursue an additional investment by GMME in the Company. The primary issue for finalizing such an investment remains the environmental issue at a site that was formerly leased by the Company as disclosed in Note 8 - Contingencies (A) and Note 12 - Extraordinary Item. B. Economic Development Authority Loan: On July 31, 1996, the Company executed a seven year $500,000 Direct Loan Agreement and Direct Loan Promissory Note with the New Jersey Economic Development Authority (EDA). The initial rate of interest for the period September 1996 through August 1999 will be six and three quarters percent (6 3/4%) per annum. The rate of interest for the period September 1996 through August 2003 will be fixed at the September 1, 1999 Wall Street Journal Prime minus 1 1/2%. The proceeds of the loan will be used to finance the purchase of machinery and equipment and for working capital to be located at the Company's location in Hanover, New Jersey. The machinery and equipment purchased will be used by the Company to upgrade its information systems and to acquire new equipment that will allow the company to improve its capabilities in its design and manufacturing departments. NOTE 12 - EXTRAORDINARY ITEM: In accordance with the GMME agreement, the Company was required to obtain an agreement, acceptable to GMME, with the New Jersey Department of Environmental Protection (DEP) for finalizing the clean-up of a site it formerly leased. In order to fulfill this requirement, it was necessary for the Company to incur charges from its environmental consultants and counsel that were deemed not to be in the ordinary course of business. These charges are therefore disclosed in the financial statements above as an extraordinary item. MANAGEMENT'S DISCUSSION AND ANALYSIS OF INCOME STATEMENTS NINE MONTHS ENDED JUNE 30, 1996 Sales for the nine months ended June 30, 1996 were $365,845 below the prior year. The decrease in sales was primarily due to a decrease in domestic revenues of $338,757 which is attributable to an overall industry decline in the United States. Gross income increased by $64,178 above the prior year and improved to 48% of sales versus a prior year's 43% of sales. Commission expense increased by $38,753 over the prior year due to an increase as a percentage of revenues for export sales which carry a higher commission rate. All other operating cost categories increased in total by $301,943. $32,308 of this increase was associated with severance expense. The Company recorded an operating loss of $61,306. A net loss before extraordinary item of $138,513 was reported versus a net income of $6,849 for the prior year. An extraordinary item of $151,344 was reported due to the charges for environmental professionals as disclosed in the footnotes to the financial statements. The loss per share was $0.21 versus a prior year's earnings per share of $0.01. The loss per share attributable to the extraordinary item was $0.11 per share. It is important to note that the Company has been informed by the United States Air Force that it has been awarded two significant contracts that total approximately $1.7 million. One contract is for 99 peak power meters and the other contract is for 225 CW power meters. Deliveries against the peak power meter contract could begin as soon as September 1996 and deliveries for the CW power meter should begin in the first fiscal quarter of 1997. The June 30, 1996 inventory balance was $1,337,700 which was a $134,342 increase from the September 30, 1995 balance of $1,203,358. The increase in inventories was in raw materials and finished goods, purchased and processed, for orders already in the Company's backlog. Work-in-process decreased in total by $9,380. Trade receivable balances were $897,033 as compared to $1,011,980 as of September 30, 1995. The current ratio as of June 30, 1996 increased to 3.36 from 3.02 at September 30, 1995. Reports on Form 8-K: During the nine months ended June 30, 1996 reports on Form 8-K were filed, on December 15, 1995, February 26, 1996, and March 7, 1996, which reported information for "Item 5. Other Events". 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/_______________________________ Ronald T. DeBlis, President & CEO By/s/_________________________________ John E. Titterton, Vice President Finance, Secretary/Treasurer August 21, 1996