SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K / A No.1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 1, 1996
BARRINGER TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
Delaware 0-3207 84-0720473
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
219 South Street, New Providence, New Jersey 07974
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 665-8200
N/A
(Former name or former address, if changed since last report.)
Item 7. Financial Statements and Exhibits.
(b) Pro forma financial information.
Pro-Forma Financial Data
PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The accompanying unaudited pro-forma consolidated financial statements
are based upon the consolidated financial statements of Barringer
Technologies Inc. (the "Company") adjusted to give effect to the partial
sale of its investment in Barringer Laboratories Inc. ("Labco"). Under the
terms of a Stock Purchase Agreement (the "Agreement") on December 13, 1995,
the Company sold to Labco 647,238 shares of Labco's common stock for an
aggregate purchase price of $809,048. The purchase price consisted of
$300,000 in cash, cancellation of all amounts owed by the Company to Labco
aggregating $452,945, and cancellation of $57,103 in accounts receivable
due Labco. However, pursuant to the terms of the Agreement, Labco retained
88,260 shares of Labco common stock owned by the Company. In the event
that Labco meets certain pre-tax earnings goals for 1996, those shares
will be returned to the Company. If Labco does not meet such goals,
all or a portion of such shares will be retained by Labco.
The accompanying unaudited pro-forma Balance Sheet gives effect to
this transaction as if it had occurred on September 30, 1995. The
accompanying unaudited consolidated Statements of Operations give effect to
this transaction as if it had occurred as of January 1, 1994.
The pro-forma consolidated financial statements are not necessarily
indicative of the results that would have been obtained if the transaction
had occurred on the dates indicated or for any future period or date. The
pro-forma adjustments give effect to available information and assumptions
that the Company believes are reasonable. The pro-forma consolidated
financial statements should be read in conjunction with the Company's
historical consolidated financial statements and notes thereto, all of
which are incorporated herein by reference.
The adjustments are as follows:
(a) To eliminate the interest expense on the amounts due Labco and to
record the 26% interest in the earnings of Labco for the nine months
ended September 30, 1995.
(b) To de-consolidate Labco and to eliminate the interest expense on the
amounts due Labco and to record the 26% interest in the earnings of
Labco for the year ended December 31, 1994.
(c) To record the application of cash proceeds, the reduction in
indebtedness, the reduction and reclassification of the investment in
Labco and the gain on the transaction of approximately $93,000. Also to
reduce the remaining investment by the value of the 88,260 shares of
Labco stock retained by Labco, in the amount of approximately $86,000.
BARRINGER TECHNOLOGIES INC. AND SUBSIDIARIES
PRO-FORMA CONSOLIDATED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1995
IN THOUSANDS EXCEPT PER SHARE DATA (UNAUDITED)
Pro-forma
Historical adjustments Pro-forma
________________________________________
Revenues from operations $ 4,544 $ 4,544
Cost of sales 2,844 2,844
________________________________________
Gross profit 1,700 1,700
Operating expenses:
Selling, general and administrative 1,956 1,956
Unfunded research and development 133 133
________________________________________
2,089 2,089
Operating loss (389) (389)
Other income (expense):
Interest (186) 44 (a) (142)
Equity in earnings on investment - 96 (a) 96
Other, net (83) (83)
________________________________________
(269) 140 (129)
________________________________________
Loss from continuing operations $ (658) $ 140 $ (518)
========================================
Per share data:
Loss from continuing operations $ (0.23) $ 0.05 $ (0.18)
========================================
Weighted average shares outstanding 3,209 3,209 3,209
========================================
BARRINGER TECHNOLOGIES INC. AND SUBSIDIARIES
PRO-FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1994
IN THOUSANDS EXCEPT PER SHARE DATA (UNAUDITED)
Pro-forma
Historical adjustments Pro-forma
____________________________________________
Revenues from operations $ 11,455 $ (5,941) (b) $ 5,514
Cost of sales 8,725 (4,456) (b) 4,269
____________________________________________
Gross profit 2,730 (1,485) 1,245
Operating expenses:
Selling, general and administrative 4,713 (1,361) (b) 3,352
Unfunded research and development 362 0 362
____________________________________________
5,075 (1,361) 3,714
Operating loss (2,345) (124) (2,469)
Other income (expense):
Interest (244) 96 (b) (148)
Equity in earnings on investment - 23 (b) 23
Other, net 175 (91) (b) 84
_________________________________________
(69) 28 (41)
_________________________________________
Loss before income taxes
and minority interest (2,414) (96) (2,510)
Minority interest (76) 76 (b) -
Income taxes 75 75
______________________________________
Loss from continuing operations (2,565) (20) (2,585)
_______________________________________
Per share data:
Loss from continuing operations $ (0.95) $ (0.00) $ (0.95)
=======================================
Weighted average shares outstanding 2,827 2,827 2,827
=========================================
<TABLE>
BARRINGER TECHNOLOGIES INC. AND SUBSIDIARIES
PRO-FORMA CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1995
IN THOUSANDS (UNAUDITED)
ASSETS Pro-forma
Historical adjustments Pro-forma
<S> <C> <C> <C>
______________________________________________ __________ ____________ __________
Current assets: Cash and equivalents $ 151 $ 151
Receivables, less allowance
of $445 2,355 2,355
Inventories 1,419 1,419
Net assets held for sale 993 (993) (c) 0
Prepaid expenses and other 294 294
Deferred tax asset 225 225
______________________________________
TOTAL CURRENT ASSETS 5,437 (993) 4,444
Property and
equipment, net 651 651
Investment 301 (c) 301
Other assets 101 101
______________________________________
TOTAL ASSETS $ 6,189 $ (692) $ 5,497
======================================
</TABLE>
<TABLE>
BARRINGER TECHNOLOGIES INC. AND SUBSIDIARIES
PRO-FORMA CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1995
IN THOUSANDS (UNAUDITED)
(Continued)
LIABILITIES
AND
SHAREHOLDERS' Pro-forma
EQUITY Historical adjustments Pro-forma
<S> <C> <C> <C>
_________________________________________________________________________________________
Current Bank indebtedness and other $ 1,053 $1,053
liabilities:
Accounts payable 1,217 (300) (c) 917
Accrued liabilities 1,389 1,389
Liabilities to operation
held for sale 485 (485) (c) 0
Current portion of long
term debt 300 300
_________________________________________
TOTAL CURRENT LIABILITIES 4,444 (785) 3,659
SHAREHOLDERS'
EQUITY:
Class A convertible
preferred stock, $2.00
par value, 1,000 shares
authorized, 82 shares
outstanding, less
discount of $64 101 101
Class B convertible
preferred stock, $2.00
par value, 730 shares
authorized, 318 shares
outstanding 635 635
Common stock, $.01 par
value, 7,000 Shares
authorized, 3,412 shares
outstanding 34 34
Additional paid-in capital 17,542 17,542
Accumulated deficit (16,148) 93 (c) (16,055)
Cumulative foreign
currency translation
adjustment (406) (406)
________________________________________
1,758 93 1,851
Less: treasury stock at
cost, 31 shares (13) (13)
__________________________________________
TOTAL SHAREHOLDERS'
EQUITY 1,745 93 1,838
__________________________________________
TOTAL LIABILITIES AND
EQUITY $ 6,189 $ (692) $ 5,497
===========================================
</TABLE>
(c) Exhibits.
Incorporated by reference from the Company's Current Report on
Form 8-K dated December 13, 1995.
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 hereunto duly authorized.
BARRINGER TECHNOLOGIES INC.
By: /s/ Richard S. Rosenfeld
Richard S. Rosenfeld,
Vice President (Principal Accounting
and Principal Financial Officer)
Dated: February 1, 1996
