SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1998
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 0-3207
Barringer Technologies Inc.
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
Delaware 84-0720473
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) NUMBER)
<PAGE>
219 South Street, Murray Hill, New Jersey 07974
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(908) 665-8200
(Issuer's telephone number)
219 South Street, New Providence, New Jersey 07974
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF
CHANGED SINCE LAST REPORT)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
Common stock, $0.01 par value - outstanding as of April 30, 1998 - 7,845,123
shares
Transitional Small Business Disclosure Format (check one):
Yes [ ]; No X
<PAGE>
BARRINGER TECHNOLOGIES INC. AND SUBSIDIARIES
INDEX
Part I Financial Information Page #
- Consolidated Balance Sheets as of March 31, 1998
(unaudited) and December 31, 1997 3
- Consolidated Statements of Income (unaudited)
for the three months ended March 31, 1998 and 1997 5
- Consolidated Statements of Cash Flows (unaudited)
for the three months ended March 31, 1998 and 1997 6
- Notes to Consolidated Financial Statements 7
- Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Part II Other Information 14
Signatures 15
Exhibits 16
<PAGE>
BARRINGER TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS March 31, Dec. 31,
1998 1997
(unaudited)
Current assets:
<S> <C> <C>
Cash and cash equivalents $10,070,000 $8,188,000
Marketable securities 500,000 2,499,000
Trade receivables, less allowances of
$175,000 and $109,000 7,538,000 7,908,000
Inventories 3,324,000 3,049,000
Prepaid expenses and other 1,040,000 887,000
Deferred tax asset 1,806,000 1,506,000
----------- -----------
Total current assets 24,278,000 24,037,000
Property and equipment 1,700,000 1,505,000
Other assets 75,000 66,000
----------- ----------
Total assets $26,053,000 $25,608,000
=========== ===========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
BARRINGER TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY March 31, Dec. 31,
1998 1997
(unaudited)
Current liabilities:
<S> <C> <C>
Accounts payable $1,210,000 $1,324,000
Accrued liabilities 396,000 473,000
Accrued payroll and related taxes 868,000 1,520,000
Accrued commission payable 139,000 801,000
Foreign income tax payable 216,000 255,000
--------- ---------
Total current liabilities 2,829,000 4,373,000
Other non-current liabilities 124,000 121,000
--------- ---------
Total liabilities 2,953,000 4,494,000
--------- ---------
Shareholders' equity:
Convertible preferred stock, $1.25 par value,
1,000,000 shares authorized, none outstanding
Preferred stock, $2.00 par value, 4,000,000
shares authorized:
270,000 shares designated class A convertible
preferred stock, 45,146 shares outstanding less
discount of $35,000 55,000 55,000
730,000 shares designated class B convertible
preferred stock, 22,500 shares outstanding 45,000 45,000
Common stock, $.01 par value, 20,000,000 shares
authorized, 5,542,000 and 5,495,000 shares
outstanding, respectively 55,000 55,000
Additional paid-in capital 30,407,000 30,209,000
Accumulated deficit (6,989,000) (8,780,000)
Foreign currency translation (460,000) (457,000)
---------- ----------
23,113,000 21,127,000
Less: common stock in treasury at cost, 31,000
shares (13,000) (13,000)
---------- ----------
Total shareholders' equity 23,100,000 21,114,000
---------- -----------
Total liabilities and shareholders' equity $26,053,000 $25,608,000
=========== ===========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
BARRINGER TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31,
(UNAUDITED)
1998 1997
------------ ---------
<S> <C> <C>
Revenues $5,948,000 $3,622,000
Cost of revenues 2,435,000 1,461,000
------------- ----------
3,513,000 2,161,000
------------- ----------
Operating expenses:
Selling, general and administrative 1,696,000 1,295,000
Product development 362,000 175,000
------------- ----------
2,058,000 1,470,000
------------- ----------
Operating income 1,455,000 691,000
------------- ----------
Other income (expense):
Interest income 150,000 97,000
Other, net (14,000) (18,000)
------------- ----------
136,000 79,000
------------- ----------
Income before income tax benefit 1,591,000 770,000
Income tax benefit (note 2) 200,000 75,000
------------- ----------
Net income 1,791,000 845,000
Preferred stock dividend requirements (3,000) (3,000)
------------- -----------
Net income attributable to common $1,788,000 $842,000
shareholders
============= ===========
Per share data (note 4):
Basic earnings per share $ 0.32 $ 0.16
============== ===========
Diluted earnings per share $ 0.28 $ 0.14
============== ===========
Weighted average common and common equivalent shares outstanding:
Basic 5,519,000 5,392,000
============== ===========
Diluted 6,391,000 6,110,000
============== ===========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
BARRINGER TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31,
(UNAUDITED)
1998 1997
---------- ---------
OPERATING ACTIVITIES
<S> <C> <C>
Net Income $1,791,000 $845,000
Items not affecting cash:
Depreciation and amortization 100,000 40,000
Inventory and accounts receivable reserves 166,000 -
Deferred tax benefit (300,000) (125,000)
Other - (54,000)
Increase in non-cash working capital balances (1,675,000) (2,005,000)
----------- ------------
Cash provided by (used in) operating 82,000 (1,299,000)
activities
----------- ------------
INVESTING ACTIVITIES
Purchase of equipment and other (304,000) (373,000)
Sale (purchase) of marketable securities 1,999,000 (548,000)
------------ ------------
Cash provided by (used in) investing 1,695,000 (921,000)
activities
------------ ------------
FINANCING ACTIVITIES
Reduction in other debt - (174,000)
Proceeds on exercise of securities, net 105,000 168,000
------------ ------------
Cash provided by (used in) financing 105,000 (6,000)
activities
------------ ------------
Increase (decrease) in cash and cash equivalents 1,882,000 (2,226,000)
Cash and cash equivalents at beginning of period 8,188,000 5,276,000
------------ ------------
Cash and cash equivalents at end of period $10,070,000 $3,050,000
============ ============
CHANGES IN COMPONENTS OF NON-CASH WORKING CAPITAL
BALANCES RELATED TO OPERATIONS
Receivables $304,000 $ (1,548,000)
Inventory (375,000) (380,000)
Other current assets (60,000) 260,000
Other assets - -
Accounts payable and accrued expenses (1,544,000) (337,000)
----------- ------------
Increase in non-cash working capital balances $(1,675,000) $ (2,005,000)
============ ============
Cash paid during the period for interest $0 $ 2,000
=========== ============
Cash paid during the period for income taxes $45,000 $ 150,000
=========== ============
See notes to consolidated financial statements.
</TABLE>
<PAGE>
BARRINGER TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. In the opinion of the Company, the unaudited consolidated financial
statements contain all adjustments (consisting of only normal recurring
accruals) necessary to present fairly the consolidated financial position of the
Company as of March 31, 1998 and the results of its operations and its cash
flows for the three months ended March 31, 1998 and 1997, respectively. The
accounting policies followed by the Company are set forth in the Notes to
Consolidated Financial Statements in the audited consolidated financial
statements of Barringer Technologies Inc. and Subsidiaries included in its
Annual Report on Form 10-KSB for the year ended December 31, 1997. This report
should be read in conjunction therewith. The results of operations for the three
months ended March 31, 1998, are not necessarily indicative of the results to be
expected for any other interim period or for the full year.
2. As a result of the Company's losses in periods prior to 1996, a valuation
allowance has been provided for a substantial portion of the U.S. and Canadian
deferred tax assets. The U.S. valuation allowance was reduced by approximately
$300,000 for the three months ended March 31, 1998, which created a deferred tax
benefit of an equivalent amount. Based on historical results and estimated 1998
earnings, which include earnings from certain contracts, as well as available
tax planning strategies, management considers realization of the unreserved
deferred tax asset more likely than not. Additional reductions to the valuation
allowance will be recorded when, in the opinion of management, the Company's
<PAGE>
ability to generate taxable income sufficient to reduce additional amounts of
the valuation allowance is considered more likely than not.
3. On March 13, 1998, the Company established a $5.0 million unsecured credit
facility with Fleet Bank, N.A. (the "Bank") to be used for general working
capital purposes, including the issuance of standby letters of credit (the
"Facility"). Drawings under the Facility may not be used to fund acquisitions
unless approved in advance by the Bank. Amounts drawn under the Facility bear
interest at a variable rate per annum selected by the Company and equal to
either the Bank's prime rate less 0.75% or LIBOR (determined on the basis of a
30-, 60- or 90-day interest period, as applicable) plus 2.0%. The Facility
expires on June 30, 1999, subject to renewal. The Facility is guaranteed by the
Company's primary U.S. subsidiary, Barringer Instruments Inc. ("BII"). Pursuant
to the Facility, the Company and BII are required to comply with certain
customary covenants, including certain financial tests. In addition, BII and the
Company's Canadian subsidiary, Barringer Research Limited ("BRL"), have agreed
not to pledge their assets to any other creditor without the Bank's prior
written consent. At March 31, 1998, $5,000,000 was available under the Facility.
4. Basic and diluted earnings per share for the three months ended March 31,
1998 and 1997 have been computed as follows:
<TABLE>
<CAPTION>
For the three months ended March 31, 1998
-----------------------------------------------------
Income Shares Per Share
(Numerator) (Denominator) Amount
-------------------- ------------------- -----------
<S> <C> <C> <C>
Net income for the period $ 1,791,000
Less: Preferred dividend requirements 3,000
------------
Basic Earnings Per Share
Income attributable to common shareholders 1,788,000 5,519,000 $0.32
=========
Effect of dilutive securities
Warrants and options 848,000
Convertible preferred dividend requirements 3,000 24,000
------------- --------
Diluted Earnings Per Share
Income attributable to common
shareholders and assumed conversions $ 1,791,000 6,391,000 $0.28
============= ========= =========
For the three months ended March 31, 1997
-------------------- ------------------- -------------------
Income Shares Per Share
(Numerator) (Denominator) Amount
-------------------- ------------------- -------------------
Net income for the period $ 845,000
Less: Preferred dividend requirements (3,000)
--------------------
Basic Earnings Per Share
Income attributable to common shareholders 842,000 5,392,000 $ 0.16
================
Effect of dilutive securities
Warrants and options - 689,000
Convertible preferred dividend requirements 3,000 29,000
-------------------- --------------
Diluted Earnings Per Share
Income attributable to common
shareholders and assumed conversions $ 845,000 6,110,000 $ 0.14
==================== ============== =================
</TABLE>
<PAGE>
5. In the three months ended March 31, 1998, the Company adopted Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income", (SFAS
130), which requires that all components of comprehensive income and total
comprehensive income be reported on one of the following: a statement of income
and comprehensive income, a statement of comprehensive income or a statement of
stockholders' equity. Comprehensive income is comprised of net income and all
changes in stockholders' equity, except those due to investments by stockholders
(changes in paid in capital) and distributions to stockholders (dividends). For
interim reporting purposes, SFAS 130 requires disclosure of total comprehensive
income.
<TABLE>
<CAPTION>
0
Total comprehensive income is as follows:
For the three months ended March 31,
-------------------- ---------------
1998 1997
-------------------- ---------------
<S> <C> <C>
Net income $ 1,791,000 $ 845,000
Other comprehensive loss (principally foreign exchange translation)
(3,000) (74,000)
-------------------- ------------------
Comprehensive income $ 1,788,000 $ 771,000
==================== ==================
</TABLE>
6. Subsequent Events
Public Offering - On April 3, 1998, the Company completed the sale of 2,000,000
shares of its common stock through an underwritten public offering, which
provided the Company with net proceeds of approximately $22 million. On April
30, 1998, the Company completed the sale of an additional 300,000 shares of its
common stock pursuant to the exercise of the underwriters' over-allotment
option, which provided the Company with additional net proceeds of approximately
$3.4 million. The Company expects to use the net proceeds to increase its sales,
marketing and customer support capabilities, to expand its facilities, to pursue
possible acquisitions of, or investments in, complimentary businesses, products
or technologies and for general corporate purposes.
Acquisition - On April 30, 1998, the Company acquired all of the outstanding
capital stock of DigiVision Inc. ("DigiVision"), a San Diego-based developer of
video enhancement products, for an aggregate cash purchase price of
approximately $750,000. The acquisition of DigiVision is not material to the
Company. Accordingly, no separate financial statements of DigiVision and no pro
forma financial information relating to the proposed acquisition have been
included herein. However, the Company may record a one-time charge to write-off
certain technology and in-process research and development acquired from
DigiVision. Although management of the Company cannot currently estimate the
amount of the charge, it is expected that such charge could represent a
substantial portion of the purchase price, including costs related to the
acquisition. The final allocation of the purchase price will be subject to the
completion of due diligence procedures, including appraisals and valuation
analyses, as necessary.
<PAGE>
BARRINGER TECHNOLOGIES INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
The following table presents certain income and expense items from the Company's
consolidated statements of operations expressed as a percentage of revenues for
the following periods:
Percentage of Total Revenue
<TABLE>
<CAPTION>
Three months ended March 31,
1998 1997
---- ----
Statement of operations data:
<S> <C> <C>
Revenues from operations........................ 100.0 100.0
Cost of revenues................................ 40.9 40.3
------------- ------------
Gross profit.................................... 59.1 59.7
Selling, general and administrative expenses 28.5 35.8
Product development............................. 6.1 4.8
------------- ------------
Operating income ............................... 24.5 19.1
Other income (expense), net..................... 2.3 2.2
Income tax benefit ............................. 3.3 2.1
------------- ------------
Net income ..................................... 30.1 23.4
Preferred stock dividend requirements........... * *
------------- ------------
Net income attributable to common stockholders 30.1 23.4
============= ============
</TABLE>
* Less than .5%
Comparison of the Quarter ended March 31, 1998 Compared To the Quarter ended
March 31, 1997
Revenues. For the quarter ended March 31, 1998, revenues increased by $2.3
million, or 64.2%, to $5.9 million from $3.6 million for the quarter ended March
31, 1997. Sales of IONSCAN(R)s and related products increased by $2.4 million,
or 69.8%, due to an increase of 127% in the number of units sold, offset in part
by a decline in average unit selling price. The increase in unit sales was due
to significant IONSCAN(R) sales to the aviation security market, primarily to
the FAA. The decrease in average selling prices resulted primarily from an
increase in the number of IONSCAN(R)s sold to U.S. government agencies, which
are at lower unit prices than sales to other customers. Sales of specialty
instruments were insignificant in both quarters. The Company has placed less
emphasis on marketing its specialty instruments and anticipates that revenues
from sales of such instruments will continue to be insignificant to the
Company's overall results. Revenues derived from funded research and development
decreased by approximately $67,000, or 50.0%, in the quarter ended March 31,
1998 as compared to the 1997 period. Funded research and development revenues
decreased as a result of a delay caused by the planned increase by the FAA in
the scope of work of the first phase of a $700,000 FAA project awarded to the
Company to design an automated luggage explosives detection system utilizing the
Company's trace detection technology. The first phase of this project which
involves a proof of concept, including the planned increase in scope, is
expected to be completed during 1998.
Gross Profit. For the quarter ended March 31, 1998, gross profit increased
by $1.3 million, or 62.6%, to $3.5 million from $2.2 million in the 1997 period.
As a percentage of revenues, gross profit decreased slightly to 59.1% in the
quarter ended March 31, 1998 from 59.7% in the 1997 period. The decrease was
primarily attributable to a lower average selling price offset, in part, by
reduced production costs resulting from larger, more efficient production runs
of the IONSCAN(R) and related reductions in cost of materials due to higher
volume purchases.
Selling, General and Administrative. For the quarter ended March 31, 1998,
selling, general and administrative expenses increased by approximately
$401,000, or 31.0%, to $1.7 million from $1.3 million in the 1997 period. As a
percentage of revenues, selling, general and administrative expenses decreased
to 28.5% in the 1998 period from 35.8% in the 1997 period. Selling and marketing
expenses increased by approximately $129,000, primarily attributable to the
addition of sales and service personnel and related costs to handle
<PAGE>
increased business volume. General and administrative expenses increased by
$272,000 primarily as a result of increased payroll and related costs and
increased professional and consulting fees.
Product Development. For the quarter ended March 31, 1998, product development
expenses increased by $187,000, or 107%, to $362,000 from $175,000 in the 1997
period. As a percentage of revenues, product development expenses increased to
6.1% for the quarter ended March 31,1998 from 4.8% in the 1997 period as a
result of a higher level of internally funded new product development activity.
Management expects to incur increased product development expenses in future
periods in connection with the enhancement of existing products and the
development of new products and applications.
Operating Income. For the quarter ended March 31, 1998, operating income
increased by $764,000, or 111%, to $1.5 million from $691,000 in the 1997
period. As a percentage of revenues, operating income increased to 24.5% from
19.1% in the 1997 period. The increase is due to the greater operating leverage
on higher levels of revenue.
Other Income and Expense. For the quarter ended March 31, 1998, interest
income increased by $53,000, or 54.6%, to $150,000 from $97,000 in the 1997
period. The increase was the result of increased interest earned on larger cash
balances.
Income Taxes. For the quarter ended March 31, 1998, the Company had a net
tax benefit of $200,000, composed of foreign taxes of $100,000, offset by a
$300,000 net deferred tax benefit. Such deferred tax benefit was due in part to
a reduction in the deferred tax valuation allowance as a result of changes in
management's estimates of the utilization of U.S. tax loss carryforwards caused
primarily by improved operating results. Management anticipates that further
deferred tax benefits will be recognized in future 1998 quarters.
Capital Resources and Liquidity
Cash provided by operations was $82,000 in the three months ended March 31,
1998, and cash used in operations was $1.3 million in the same period in 1997.
Cash provided by operations in the three months ended March 31, 1998 resulted
primarily from net income of $1.8 million, partially offset by decreases in
accounts payable and other accrued expenses. Cash used in operating activities
in the same period in 1997, resulted primarily from increases in accounts
receivable, which more than offset net income of 845,000 for the period.
Cash provided by investing activities was $1.7 million in the three months
ended March 31, 1998, and cash used in investing activities was $921,000 in the
same period in 1997. Cash provided by investing activities in the three months
ended March 31, 1998 resulted from the sale of marketable securities, partially
offset by capital expenditures. Cash used in investing activities in the same
period in 1997 resulted from investments in marketable securities and capital
expenditures.
Cash provided by financing activities was $105,000 in the three months
ended March 31, 1998, and net cash used in financing activities was $6,000 in
the same period in 1997. Cash provided by financing activities in the three
months ended March 31, 1998 resulted from the net proceeds of certain option and
warrant exercises. Cash used in financing activities in the same period in 1997
resulted primarily from the net proceeds of certain option and warrant
exercises, offset by the repayment of indebtedness.
The Company's capital expenditures in the three months ended March 31, 1998
aggregated approximately $304,000. Such expenditures consisted primarily of
fixed asset costs associated with product development projects and to a lesser
extent computer hardware modernization relating to the Company's network system.
The Company believes that it will require approximately $750,000 in additional
capital investment in tooling, equipment, and facility improvements for 1998.
In March 1998, the Company established a $5.0 million unsecured credit
facility with Fleet Bank, N.A. (the "Bank") to be used for general working
capital purposes, including the issuance of standby letters of credit (the
"Facility"). Drawings under the Facility may not be used to fund acquisitions
unless approved in advance by the Bank. Amounts drawn under the Facility bear
interest at a variable rate per annum selected by the Company and
<PAGE>
equal to either the Bank's prime rate less 0.75% or LIBOR (determined on the
basis of a 30-, 60- or 90-day interest period, as applicable) plus 2.0%. The
Facility expires on June 30, 1999, subject to renewal. The Facility is
guaranteed by the Company's primary U.S. subsidiary, Barringer Instruments Inc.
("BII"). Pursuant to the Facility, the Company and BII are required to comply
with certain customary covenants, including certain financial tests. In
addition, BII and the Company's Canadian subsidiary, Barringer Research Limited
("BRL"), have agreed not to pledge their assets to any other creditor without
the Bank's prior written consent. At March 31, 1998, $5,000,000 was available
under this Facility.
The Company has substantial tax loss carryforwards to offset future tax
liabilities in the U.S.
As of March 31, 1998, the Company had cash and cash equivalents of $10.1
million and marketable securities of $500,000. On April 3, 1998, the Company
completed the sale of 2,000,000 shares of its common stock through an
underwritten public offering, which provided the Company with net proceeds of
approximately $22 million. On April 30, 1998, the Company completed the sale of
an additional 300,000 shares of its common stock pursuant to the exercise of the
underwriters' over-allotment option, which provided the Company with additional
net proceeds of approximately $3.4 million. The Company believes that its
existing cash balances, marketable securities, income from operations in future
periods and the net proceeds from the April 3, 1998 public offering and April
30, 1998 exercise of the over-allotment option, will be sufficient to fund its
working capital requirements for at least the next twelve months.
Inflation
Inflation was not a material factor in either the sales or the operating
expenses of the Company during the periods presented herein.
Subsequent Event
On April 30, 1998, the Company acquired all of the outstanding capital
stock of DigiVision for an aggregate cash purchase price of approximately
$750,000. The acquisition of DigiVision is not material to the Company.
Accordingly, no separate financial statements of DigiVision and no pro forma
financial information relating to the proposed acquisition have been included
herein. However, the Company may record a one-time charge to write-off certain
technology and in-process research and development acquired from DigiVision.
Although management of the Company cannot currently estimate the amount of the
charge, it is expected that such charge could represent a substantial portion of
the purchase price, including costs related to the acquisition. The final
allocation of the purchase price will be subject to the completion of due
diligence procedures, including appraisals and valuation analyses, as necessary.
Year 2000 Issue
The year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Certain computer
programs may recognize a date using "00" as the year 1900 rather than the year
2000. This could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary inability
to process transactions, send invoices or engage in similar normal business
activity.
Based on a recent internal assessment, the Company has determined that the
cost to modify its existing software and/or to convert to new software will not
be significant. However, if customers, suppliers or others with whom the Company
does business experience problems relating to the year 2000 issue, the Company's
business, financial condition or results of operations could be materially
adversely affected.
Disclosure Regarding Forward Looking Statements
This Form 10-QSB contains 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, that are based on the beliefs of
the Company's management as well as assumptions made by and information
currently available to the Company's management. When used herein, the words
"estimate," "project," "believe," "anticipate," "intend,"
<PAGE>
"expect," "plan," "predict," "may," "should," "will," the negative thereof and
similar expressions are intended to identify forward looking statements.
Forward-looking statements are inherently subject to risks and
uncertainties, many of which can not be predicted with accuracy and some of
which might not even be anticipated. Future events and actual results, financial
and otherwise, could differ materially from those set forth in or contemplated
by the forward-looking statements herein. Important factors that could
contribute to such differences include, but are not limited to, the development
and growth of markets for the Company's products, the Company's dependence on
and the effect of governmental regulations on demand for the Company's products,
the impact of both foreign and domestic governmental budgeting decisions and the
timing of governmental expenditures, the reliance of the Company on its
IONSCAN(R) products, and the dependence of the Company on its ability to
successfully develop and market new product applications, the effects of
competition, and the effect of general economic and market conditions, as well
as conditions prevailing in the markets for the Company's products. Certain of
the factors summarized above are described in more detail in the Company's
Registration Statement on Form SB-2 (File no. 333-33129) and the Company's 1997
Annual Report on Form 10-KSB (File No. 0-3207) and reference is hereby made
thereto for additional information with respect to the matters referenced above.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Company does not
undertake any obligations to release publicly any revisions to these
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect occurrence of unanticipated events.
<PAGE>
BARRINGER TECHNOLOGIES INC. AND SUBSIDIARIES
PART II
OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1A The Company's Certificate of Incorporation, as
amended (previously filed as Exhibit 3.1A to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995 (File No. 0-3207) and
incorporated herein by reference).
3.2A By-laws of the Company is (previously filed as
Exhibit 3.2A to the Company's Annual Report on Form
10-K/A-2 for the fiscal year ended December 31, 1994
(File No. 0-3207) and incorporated herein by
reference).
27 Financial Data Schedule
(b) Reports on Form 8-K
None
<PAGE>
BARRINGER TECHNOLOGIES INC. AND SUBSIDIARIES
SIGNATURES
In accordance with the requirements of the Exchange Act , the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BARRINGER TECHNOLOGIES INC.
(Registrant)
/s/ Stanley S. Binder
Stanley S. Binder
President,
/s/ Richard S. Rosenfeld
Richard S. Rosenfeld, Chief Financial Officer
(Principal Accounting Officer)
Date: May 7, 1998
<PAGE>
BARRINGER TECHNOLOGIES INC.
INDEX TO EXHIBITS
Exhibit Number
27 Financial Data Schedule
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE REGISTRANT'S FORM 10-QSB FOR THE THREE MONTHS ENDED MARCH 31,
1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS
</LEGEND>
<CIK> 0000010119
<NAME> BARRINGER TECHNOLOGIES INC.
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<EXCHANGE-RATE> 1
<CASH> 10,070
<SECURITIES> 500
<RECEIVABLES> 7,713
<ALLOWANCES> 175
<INVENTORY> 3,324
<CURRENT-ASSETS> 24,278
<PP&E> 3,273
<DEPRECIATION> 1,573
<TOTAL-ASSETS> 26,053
<CURRENT-LIABILITIES> 2,829
<BONDS> 0
0
100
<COMMON> 55
<OTHER-SE> 22,945
<TOTAL-LIABILITY-AND-EQUITY> 26,053
<SALES> 5,948
<TOTAL-REVENUES> 5,948
<CGS> 2,435
<TOTAL-COSTS> 2,058
<OTHER-EXPENSES> (136)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,591
<INCOME-TAX> (200)
<INCOME-CONTINUING> 1,791
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,791
<EPS-PRIMARY> 0.32
<EPS-DILUTED> 0.28
</TABLE>
