SIERRA MONITOR CORP /CA/
10-Q, 1996-05-15
MEASURING & CONTROLLING DEVICES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10 - Q

(Mark One)

[X] Quarterly  report pursuant to section 13 or 15(d) of the Securities Exchange
    Act of 1934.

           For the quarterly period ended March 31, 1996.

                                       or

[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange
    Act of 1934.

           For the Transition period from ______  to  _____


                          Commission file number 0-744

                           SIERRA MONITOR CORPORATION

             (Exact name of registrant as specified in its charter)


         California                                            95-248194
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification Number)

                                1991 Tarob Court
                           Milpitas, California 95035

              (address and zip code of principal executive offices)


                                 (408) 262-6611
              (Registrant's telephone number, including area code)

      Indicate by check mark  whether the  registrant  (1) has filed all reports
      required  to be  filed  by  Section  13 or 15 (d) of  the  Securities  and
      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 _____

      Indicate the number of shares  outstanding of each of the issuer's classes
      of common stock, as of May 10, 1996.

      Common Stock 10,300,013

                                                                     Page 1 of 8

<PAGE>


                          PART I: FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                           SIERRA MONITOR CORPORATION

                                 Balance Sheets


                                   Assets              March 31,    December 31,
                                                          1996         1995
                                                      -----------   ------------
                                                      (unaudited)
Current assets:
   Cash and cash equivalents                         $   486,406        310,554
   Short-term investments                                245,917        577,124
   Trade receivables, less allowance for doubtful
        accounts of $62,301 in 1996 and $61,156
        in 1995, respectively                            869,874        898,496
   Inventories                                           679,580        605,480
   Prepaid expenses                                       80,326         40,200
   Deferred income taxes                                 188,000        188,000
                                                     -----------    -----------
                 Total current assets                  2,550,103      2,619,854

Property and equipment, net                              100,634        101,463
Other assets                                              70,951         78,934
                                                     -----------    -----------
                                                     $ 2,721,688      2,800,251
                                                     ===========    ===========

           Liabilities and Shareholders' Equity

Current liabilities:
   Accounts payable                                  $   250,019        305,693
   Accrued compensation expenses                         283,066        265,565
   Other current liabilities                              56,256         23,342
   Income taxes payable                                     --           11,115
                                                     -----------    -----------
                 Total current liabilities               589,341        605,715

Shareholders' equity:
   Common stock                                        2,905,993      2,903,270
   Accumulated deficit                                  (764,393)      (696,131)
   Note receivable from shareholders                      (9,253)       (12,603)
                                                     -----------    -----------
                 Total shareholders' equity            2,132,347      2,194,536
                                                     -----------    -----------
                                                     $ 2,721,688      2,800,251
                                                     ===========    ===========




See accompanying notes.

                                                                     Page 2 of 8

<PAGE>


                           SIERRA MONITOR CORPORATION

                            Statements of Operations

                                   (unaudited)


                                                     For the three months ended
                                                     ---------------------------
                                                        March 31,      March 31,
                                                          1996            1995
                                                     -----------     -----------

Net sales                                            $ 1,096,626         994,205

Cost of goods sold                                       427,562         380,111
                                                     -----------     -----------
                Gross profit                             669,064         614,094
                                                     -----------     -----------
Operating expenses
      Research and development                           110,051          90,107
      Selling and marketing                              402,472         365,018
      General and administrative                         228,860         191,125
                                                     -----------     -----------
                                                         741,383         646,250
                                                     -----------     -----------
                Loss from operations                      72,319          32,156

Interest income                                            4,057           8,367
                                                     -----------     -----------
                Net loss                             $    68,262          23,789
                                                     ===========     ===========
Net loss per share                                   $      0.01            0.00
                                                     ===========     ===========
Weighted average common shares outstanding            10,276,888      10,246,388
                                                     ===========     ===========









      See accompanying notes.


                                                                     Page 3 of 8



<PAGE>


<TABLE>
                           SIERRA MONITOR CORPORATION

                            Statements of Cash Flows

                                   (Unaudited)
<CAPTION>

                                                                For the three months ended
                                                                --------------------------
                                                                 March 31,       March 31,
                                                                   1996            1995
                                                                ---------       ----------
<S>                                                            <C>              <C>
Cash flows from operating activities:
   Net loss                                                    $   68,262          23,790
   Adjustments to reconcile net loss to net cash provided
      by (used in) operating activities:
         Depreciation and amortization                             34,967          33,730
         Allowance for doubtful accounts                            1,145           2,250
         Change in items affecting operations
            Trade receivables                                      27,477        (118,151)
            Inventories                                           (74,100)         19,143
            Prepaid expenses                                      (40,126)        (34,988)
            Accounts payable                                      (55,674)        (21,386)
            Accrued compensation expenses                          17,501          47,242
            Other current liabilities                              32,914         (16,624)
            Income taxes payable                                  (11,115)            -
                                                                ---------       ---------

             Net cash (used) in operating activities             (135,274)       (112,574)
                                                                ---------       ---------

Cash flows from investment activities:
   Capital expenditures                                            26,154         (15,778)
   Short term investments                                         331,207             -
                                                                ---------       ---------

             Net cash provided (used) in investing activities     305,053         (15,778)
                                                                ---------       ---------

Cash flows from financing activities:
   Proceeds from exercise of stock options
      net of notes receivable                                       6,073             866
                                                                ---------       ---------

              Net cash provided by financing activities             6,073             866
                                                                ---------       ---------

Net increase (decrease) in cash and cash equivalents              175,852        (127,486)

Cash and cash equivalents at beginning of period                  310,554         990,908
                                                                ---------       ---------

Cash and cash equivalents at end of period                     $  486,406         863,422
                                                                =========       =========









<FN>
      See accompanying notes.
</FN>
</TABLE>

                                                                     Page 4 of 8


<PAGE>

                           SIERRA MONITOR CORPORATION

                        Notes to the Financial Statements

                                 March 31, 1996


The unaudited financial  statements have been prepared by the Company,  pursuant
to the rules and regulations of the Securities and Exchange Commission.  Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance with generally accepted  accounting  principles have been
omitted  pursuant to such SEC rules and regulations;  nevertheless,  the Company
believes that the disclosures are adequate to make the information presented not
misleading.  These  financial  statements and the notes hereto should be read in
conjunction  with the financial  statements  and notes  thereto  included in the
Company's  Annual  Report on Form 10-K for the year ended  December 31, 1995 and
filed March 28, 1996. In the opinion of the Company, all adjustments,  including
normal recurring  adjustments necessary to present fairly the financial position
of Sierra  Monitor  Corporation  as of March  31,  1996 and the  results  of its
operations and cash flows for the quarter then ended,  have been  included.  The
results of operations for the interim period are not  necessarily  indicative of
the results for the full year.

Accounting Policies

There have been no changes in accounting policies used by the Company during the
quarter ended March 31, 1996.

Summary of Business

Sierra  Monitor  Corporation  ("SMC" or the  "Company")  was  founded in 1978 to
design and develop hazardous gas monitoring  devices for protection of personnel
and facilities in industrial work places.

Products  manufactured by the Company are sold primarily to oil and gas drilling
and  refining  companies,   chemical  plants,   waste-water   treatment  plants,
telecommunications   companies,  parking  garages  and  landfill  rehabilitation
projects.

Inventories

A summary of inventories follows:
                                       March 31,             December 31,
                                          1996                  1995
                                       --------              -----------
          Raw Materials               $ 320,936               264,754

          Work-in-process               268,732               244,959

          Finished goods                 89,912                95,767
                                      ---------              --------

                                      $ 679,580               605,480
                                        =======               =======


                                                                     Page 5 of 8

<PAGE>

ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

Results of Operations

For the three  months  ended  March 31,  1996 Sierra  Monitor  Corporation  (the
"Company") reported net revenue of $1,096,626 compared to $994,205 for the three
months ended March 31, 1995. The results for the first quarter of 1996 represent
a 10%  increase  from the same  period in the prior  year.  Higher  sales of the
Company's  multi-channel gas monitoring systems to various commercial  customers
contributed to the increase.  In addition,  sales to telephone companies,  which
were  reported  to be lower in the first  quarter  of 1995,  returned  to normal
levels in the first quarter of 1996.

Gross  profit for the three month  period  ended March 31, 1996 was  $669,064 or
61.0% of sales,  compared to  $614,094 or 61.7% of sales,  in the same period in
the  previous  year.  The  general  level of the  margins  are  consistent  with
historical results and reflect no material change in the cost of goods sold.

Expenses for research and development, which include new product development and
engineering  to sustain  existing  products,  were  $110,051 for the three month
period ended March 31, 1996,  compared with $90,107 in the comparable  period in
1995. A project to develop an integrated gas detector and environment controller
for the  telephone  industry  accounted  for the increase in  expenses.  The new
product  provides a broad array of  monitoring  and control  functions,  such as
temperature and humidity,  in underground  enclosures which previously used only
gas monitors.  First production models of the new product have been delivered to
prospective customers for evaluation.

Selling and marketing costs for the three month period ended March 31, 1996 were
$402,472,  or 36.7% of sales,  compared to $356,018,  or 35.8% of sales,  in the
prior year period. Commissions to independent sales representatives increased by
1.5% of sales in the first  quarter of 1996 compared to the same period in 1995.
Commission costs vary based on the product mix, regional mix, and discount level
of sales.  Advertising  expenses  were also higher in the first  quarter of 1996
compared with the same period in 1995.

General and administrative  costs for the first quarter of 1996 were $228,860 or
20.9% of sales  compared to  $191.125,  or 19.2% in the prior year  period.  The
general  and   administrative   expenses   for  the  current   quarter   include
approximately  $25,000  of labor  costs  due to the  overlap  of  certain  labor
functions for training  purposes which were completed by the end of the quarter.
There are no other significant changes in general and administrative expenses.

Net loss for the three month  period ended March 31, 1996 was $68,262 or 6.2% of
sales,  compared  with a net loss of $23,789 or 2.4% of sales for the prior year
period.  The loss is due to the higher  level of  expenses  in each of the fixed
expense categories without correspondingly higher revenues.

Liquidity and Capital Resources:

During the period ended March 31, 1996, the Company's  working capital decreased
by $53,377  compared to December 31,  1995.  There were no  significant  balance
sheet changes.

At March  31,  1996,  cash and cash  equivalents  and  short  term  investments,
totalled $732,323. The short term investments consist of certain certificates of
deposit with original maturities greater than 90 days. The Company has not drawn
on its line of credit with its  commercial  bank.  The Company  believes that it
current  capital  resources are sufficient to support  existing and  anticipated
levels of business.

                                                                     Page 6 of 8


<PAGE>

Future Results:

The Company's future  operating  results may be affected by a number of factors,
including  general  economic  conditions  in both foreign and domestic  markets,
cyclical  factors  affecting  the  Company's  industry,  lack of  growth  in the
Company's end-markets,  and the Company's ability to develop,  manufacture,  and
sell both new and existing products at a profitable but competitive price.















                                                                     Page 7 of 8

<PAGE>


                           PART II: OTHER INFORMATION

Item 1.           Legal Proceedings - N/A

Item 2.           Changes in Securities - N/A

Item 3.           Defaults Upon Senior Securities - N/A

Item 4.           Submission of Matters to a Vote of Security Holders - N/A

Item 5.           Other Information - N/A

Item 6.           Exhibits and Reports on Form 8-K

                       (a)   Exhibits.
                                  11.1      Computation of earnings per share

                                  27.0      Financial Data Schedule

                       (b)   Reports on Form 8-K.
                                  None.


                                    SIGNATURE

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.


                                                    SIERRA MONITOR CORPORATION
                                                    --------------------------
                                                    Registrant

Date:   May 10, 1996                         By:
                                                /s/ Gordon R. Arnold
                                                 -----------------------------
                                                    Gordon R. Arnold
                                                    President
                                                    Chief Financial Officer






                                                    Page 8 of 8




                                  EXHIBIT 11.1

                           SIERRA MONITOR CORPORATION
                    NET INCOME (LOSS) PER SHARE COMPUTATIONS
                     QUARTERS ENDED MARCH 31, 1996 AND 1995
                                   (unaudited)


                                          (All amounts in thousands except
                                                  per share amounts)
                        
                                                 1996            1995
                                                 ----            ----
Weighted average shares outstanding

      Common Stock                             10,277          10,246
                                               ======          ======

      Total weighted average shares
           outstanding                         10,277          10,246
                                               ======          ======

Net loss                                          $68             $24
                                               ======          ======

Net loss per share                              $0.01           $0.00
                                               ======         =======

Note:      Common  stock  equivalents  were excluded from the net loss per share
           computations due to the antidilutive effect.


<TABLE> <S> <C>


<ARTICLE>                     5
<MULTIPLIER>                                   1,000

       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1995
<PERIOD-START>                                 JAN-01-1996
<PERIOD-END>                                   MAR-31-1996

<CASH>                                            486
<SECURITIES>                                      246
<RECEIVABLES>                                     932
<ALLOWANCES>                                       62
<INVENTORY>                                       680
<CURRENT-ASSETS>                                 2550
<PP&E>                                            943
<DEPRECIATION>                                    842
<TOTAL-ASSETS>                                   2722
<CURRENT-LIABILITIES>                             589
<BONDS>                                             0
<COMMON>                                         2906
                               0
                                         0
<OTHER-SE>                                          0
<TOTAL-LIABILITY-AND-EQUITY>                     2722
<SALES>                                          1096
<TOTAL-REVENUES>                                 1096
<CGS>                                             428
<TOTAL-COSTS>                                     428
<OTHER-EXPENSES>                                  741
<LOSS-PROVISION>                                    0
<INTEREST-EXPENSE>                                 (4)
<INCOME-PRETAX>                                   (68)
<INCOME-TAX>                                        0
<INCOME-CONTINUING>                               (68)
<DISCONTINUED>                                      0
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                      (68)
<EPS-PRIMARY>                                    0.00
<EPS-DILUTED>                                    0.00
        


</TABLE>


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