SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 1)
Current Report Under to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): October 27, 1995
Commission File Number: 1-10013
Larson Davis Incorporated
-------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Nevada 87-0429944
------------------------- -------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1681 West 820 North
Provo, Utah 84601
------------------------- -------------------------
(Address of Principal
Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code:
(801) 375-0177
------------------
N/A
-------------------------------------------------------
(Former name, former address, and formal fiscal year, if
changed since last report)
Page 1 of 27 consecutively numbered pages, including exhibits.
<PAGE>
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
Larson Davis Incorporated (the "Registrant"), hereby amends and supplements its
report on form 8-K dated October 27, 1995, by filing financial statements in
connection with its acquisition of Sensar Corporation.
The following financial statements and exhibits are included as part of this
report:
Financial Statements
Sensar Corporation Financial Statements
Independent Auditors' Report of Peterson, Siler & Stevenson, P.C. 5
Balance Sheet as of June 30, 1995 6
Statements of Operations for the year ended June 30, 1995 8
Statement of Stockholders' Equity for the year ended June 30, 1995 9
Statement of Cash Flows, for the year ended June 30, 1995 10
Notes to Financial Statements 12
Pro Forma Financial Statements
Pro Forma Condensed Combined Financial Statement Cover 18
Pro Forma Condensed Combined Balance Sheet as of September 30, 1995 19
Pro Forma Condensed Combined Statement of Operations for the three months
ended September 30, 1995 21
Pro Forma Condensed Combined Balance Sheet as of June 30, 1995 22
Pro Forma Condensed Combined Statement of Operations for the year ended
June 30, 1995 24
Notes to Pro Forma Condensed Combined Financial Statements 25
Exhibits
SEC
Exhibit Reference
No. No. Title of Document Location
--- ----------------- --------
1 (23) Consent of Peterson, Siler & This Filing
Stevenson, P.C. Page 27
<PAGE>
SIGNATURES
Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange
of 1934, as amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: January 9, 1996 LARSON DAVIS INCORPORATED
By /s/ Dan J. Johnson
Dan J. Johnson, Vice-President
Secretary/Treasurer
(Principal Financial and
Accounting Officer)
<PAGE>
SENSAR CORPORATION
FINANCIAL STATEMENTS
JUNE 30, 1995
PETERSON, SILER & STEVENSON, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
<PAGE>
PETERSON, SILER & STEVENSON, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL CORPORATION
430 EAST 400 SOUTH
SALT LAKE CITY, UTAH 84111
(801) 328-2727
INDEPENDENT AUDITORS' REPORT
Board of Directors
SENSAR CORPORATION
Provo, Utah
We have audited the accompanying balance sheet of Sensar Corporation at June 30,
1995, and the related statements of operations, stockholders' equity and cash
flows for the year ended June 30, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Sensar Corporation as of June
30, 1995 and the results of its operations and its cash flows for the year ended
June 30, 1995 in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 11 to the financial
statements, the Company has suffered a significant loss from operations and has
liabilities in excess of assets which raises substantial doubt about the ability
of the Company to continue as a going concern. Management's plans in regard to
these matters are also described in Note 11. The financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.
November 28, 1995
<PAGE>
SENSAR CORPORATION
BALANCE SHEET
ASSETS
June 30,
1995
CURRENT ASSETS:
Cash and cash equivalents $ 1,234
Trade accounts receivable, net of
allowance for doubtful accounts of
$1,650 22,351
Inventories 372,525
Other current assets 19,048
Total Current Assets 415,158
PROPERTY AND EQUIPMENT,
net of accumulated depreciation of $61,617 111,815
PATENT COSTS AND LICENSE RIGHTS, net of
amortization of $88,168 104,300
$ 631,273
The accompanying notes are an integral part of this financial statement.
<PAGE>
<TABLE>
<CAPTION>
SENSAR CORPORATION
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30,
1995
<S> <C>
CURRENT LIABILITIES:
Short-term notes payable - related party $ 111,184
Accounts payable 446,630
Related party payable 50,750
Accrued liabilities:
Salaries 52,615
Payroll taxes 49,734
Interest 15,333
Total Current Liabilities 726,246
LONG-TERM DEBT 535,823
Total Liabilities 1,262,069
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $.02 par value,
5,000,000 shares authorized,
no shares issued and outstanding -
Common stock, $.02 par value,
10,000,000 shares authorized,
6,259,656 shares issued and outstanding 125,193
Additional paid in capital 4,296,362
Accumulated deficit (5,052,351)
Total Stockholders' Equity (Deficit) (630,796)
$ 631,273
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
<TABLE>
<CAPTION>
SENSAR CORPORATION
STATEMENT OF OPERATIONS
<S> <C>
June 30,
1995
NET SALES $849,013
COST AND OPERATING EXPENSES:
Costs of sales and operating expenses 822,052
Research and development 547,620
Selling, general and administrative 371,903
Total costs and operating expenses 1,741,575
INCOME (LOSS) FROM OPERATIONS (892,562)
OTHER INCOME (EXPENSE):
Interest expense (78,957)
Other (1,955)
Total Other Income (Expenses) (80,912)
INCOME (LOSS) BEFORE INCOME TAXES (973,474)
CURRENT TAX EXPENSE -
DEFERRED TAX EXPENSE -
NET INCOME (LOSS) $(973,474)
EARNINGS (LOSS) PER COMMON SHARE $ (0.16)
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
<TABLE>
<CAPTION>
SENSAR CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED JUNE 30, 1995
Preferred Stock Common Stock Additional
Paid-in Accumulated
Shares Amount Shares Amount Capital (Deficit) Total
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, June 30, 1994 - $ - 5,992,989 $ 119,860 $3,688,181 $(4,078,877) $ (270,836)
Shares issued in various
private placements at
$2.25 per share - - 266,667 5,333 594,670 - 600,003
Shareholder Capital Contribution - - - - 13,511 - 13,511
Net loss for the year ended
June 30, 1995 - - - - - (973,474) (973,474)
BALANCE, June 30, 1995 - $ - 6,259,656 $ 125,193 $4,296,362 $(5,052,351) $ (630,796)
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
<TABLE>
<CAPTION>
SENSAR CORPORATION
STATEMENT OF CASH FLOWS
June 30,
1995
<S> <C>
Cash Flows to Operating Activities:
Net income (loss) $ (973,474)
Adjustments to reconcile net income
(loss) to netcash used by operating
activities:
Depreciation 36,093
Amortization 22,379
Loss on sale of assets 1,956
Changes in assets and Liabilities:
Accounts receivable 140,621
Inventories (85,318)
Other current assets (10,548)
Accounts payable 322,845
Related party payable 50,750
Accrued liabilities 88,216
Customer Deposits (236,217)
Deferred taxes -
Income taxes payable -
Total Adjustments 330,777
Net Cash Provided (Used) by
Operating Activities (642,697)
Cash Flows to Investing Activities:
Purchase of equipment (47,922)
Payments for Capitalized Software (19,962)
Net Cash Provided (Used) by
Investing Activities (67,884)
Cash Flows from Financing Activities:
Principal payments on long-term debt (43,524)
Principal payments on short-term debt-
related party (10,000)
Proceeds from stock offering 600,003
Net Cash Provided (Used) by
Financing Activities 546,479
Net Increase in Cash and Cash Equivalents (164,102)
Cash and Cash Equivalents at Beginning of
Year 165,336
Cash and Cash Equivalents at End of Year $ 1,234
<PAGE>
Supplemental Disclosures of Cash Flow
Information:
Cash paid during the year for:
Interest $ 70,261
Income taxes $ -
Supplemental Disclosures of Non-Cash
Investing and Financing Activities:
For the year ended June 30, 1995:
None
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
SENSAR CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company - SENSAR Corporation ["The Company"] is engaged in the design
development, manufacture and sale of analytical instrumentation related to
the chemical industry. The company was a privately held Utah corporation
until October 27, 1995 when all of its outstanding stock was acquired by
Larson-Davis Incorporated [See Note 12].
Inventories - Inventories are valued at the lower of cost (using average cost
method) or market.
Plant and Equipment - Equipment is carried at cost less related accumulated
depreciation. Depreciation, including amortization of capitalized leases, is
computed using the straight-line method over useful lives ranging from 3 to 7
years.
Earnings (Loss) Per Share - The computation of earnings loss per share of
common stock is based on the weighted average number of shares of common
stock and common stock equivalents outstanding during the period. The
weighted average number of shares outstanding for earnings (loss) per share
is 6,204,100 for the year ending 1995.
Cash and Cash Equivalents - For purposes of the statement of cash flows, the
Company considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents.
Research and Development Cost - The Company expenses research and development
costs in the period when incurred.
Patents and License Cost - The Company capitalizes costs incurred to acquire
product technology and license rights. These costs are being amortized over
estimated useful lives of 17 years by the straight line method. Amortization
expense related to patents and licenses amounted to $22,379 for the year
ended June 30, 1995.
Income Taxes - The Company accounts for income taxes in accordance with FASB
Statement No. 109, "Accounting for Income Taxes" [See Note 4].
NOTE 2 - INVENTORIES
The Company custom manufactures instruments for specific sales orders. At
the end of the year there was no significant work in progress inventory or
finished goods inventory. The $372,525 inventory balance represents raw
materials.
<PAGE>
SENSAR CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - PROPERTY AND EQUIPMENT
Property and equipment at June 30, 1995 consists of the following:
<TABLE>
<CAPTION>
<S> <C>
Machinery and instrumentation 78,469
Furniture and fixtures 62,001
Demonstration equipment 32,962
173,432
Less: accumulated depreciation (61,617)
$111,815
</TABLE>
Total depreciation expense related to property and equipment is $36,093 for
the year ended June 30, 1995.
NOTE 4 - INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 Accounting for Income Taxes [FASB
109]. FASB 109 requires the Company to provide a net deferred tax asset or
liability equal to the expected future tax benefit or expense of temporary
reporting differences between book and tax accounting and any available
operating loss or tax credit carryforwards. At June 30, 1995, the total of
all deferred tax assets was $1,188,816 and the total of the deferred tax
liabilities are $12,655. The amount of and ultimate realization of the
benefits from the deferred tax assets for income tax purposes is dependent,
in part, upon the tax laws in effect, the Company's future earnings, and
other future events, the effects of which cannot be determined. Because of
the uncertainty surrounding the realization of the deferred tax assets, the
Company has established a valuation allowance of $1,176,161 as of June 30,
1995, which has been offset against the deferred tax assets. The net change
in the valuation allowance during the year ended June 30, 1995, was $359,221.
The Company has available at June 30, 1995, unused operating loss
carryforwards of approximately $3,100,000, which may be applied against
future taxable income and which expire in various years through 2010.
<PAGE>
SENSAR CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - INCOME TAXES [Continued]
The components of income tax expense from operations for the years ended June
30, 1995 consist of the following:
<TABLE>
<CAPTION>
June 30,
1995
<S> <C>
Current income tax expense:
Federal $ -
State -
Net current tax expense -
Deferred tax expense (benefit) arising from:
Excess of tax over financial accounting
depreciation 966
Amortization - technology 1,970
Bad debt allowance (611)
Accrued payroll (9,273)
Sec. 263A inventory adjustment 15,744
Application of NOL (368,017)
Valuation allowance 359,221
Net deferred tax expense $ -
</TABLE>
Deferred income tax expense results primarily from the reversal of temporary
timing differences between tax and financial statement income.
A reconciliation of income tax expense at the federal statutory rate to
income tax expense at the Company's effective rate is as follows:
<TABLE>
<CAPTION>
Year Ended
June 30,
1995
<S> <C>
Computed tax at the expected federal
statutory rate 34.00%
Excess of tax over financial accounting
depreciation 0.10
Amortization technology 0.20
State income taxes, net of federal income
tax benefits 3.30
Net operation loss carry forward (38.21)
Bad debt allowance (0.06)
Accrued payroll (0.96)
Sec. 263A inventory adjustment 1.63
Effective income tax rates 0.00%
</TABLE>
<PAGE>
SENSAR CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - INCOME TAXES [Continued]
<TABLE>
<CAPTION>
The temporary differences gave rise to the following deferred tax asset
(liability) at June 30, 1995:
<S> <C>
Excess of book over tax accounting
depreciation (9,865)
Amortization - technology (2,790)
Allowance for doubtful accounts 611
Accrued vacations 9,273
NOL carryforwards 1,146,439
Inventory adjustment 32,493
</TABLE>
<TABLE>
<CAPTION>
The deferred taxes are reflected in the balance sheet at June 30, 1995 as
follows:
<S> <C>
Short term asset (liability) $ -
Long term asset (liability) $ -
</TABLE>
NOTE 5 - LONG-TERM NOTES PAYABLE
At June 30, 1995, the Company is indebted for a note payable to a commercial
bank. The terms of the note are as follows:
Outstanding Principal balance $ 535,823
Interest rate Prime plus 2%
Repayment Interest due quarterly
Maturity date April 1, 1998
Interest payable $ 0.00
The note is guaranteed by a shareholder (but not an officer) of the Company.
NOTE 6 - SHORT-TERM NOTES PAYABLE - RELATED PARTY
<TABLE>
<CAPTION>
At June 30, 1995, the Company is indebted for the following short-term notes
payable:
<S> <C>
Outstanding Principal balance $ 50,000
Interest rate 8% simple
Repayment Demand
Maturity date Demand
Interest payable $ 15,333
</TABLE>
<TABLE>
<CAPTION>
The note is with a shareholder (and an officer) of the Company.
<S> <C>
Outstanding Principal balance $ 61,184
Interest rate None specified
Repayment Demand
Maturity date Demand
Interest payable $ 0.00
</TABLE>
The Note is with a shareholder (but not an officer) of the Company
<PAGE>
SENSAR CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 7 - CAPITAL STOCK
Common Stock - The Company issued during the year ended June 30, 1995,
266,667 shares of common stock in various private placements at a prices of
$2.25 per share.
Preferred Stock - The Company has authorized 5,000,000 shares of preferred
stock, $.002 par value, with such rights, preferences and designations and to
be issued in such series as determined by the Board of Directors. No shares
are issued and outstanding at June 30, 1995.
NOTE 8 - OPERATING LEASES
The Company leases office space under operating leases expiring in various
years through 1998.
<TABLE>
<CAPTION>
Future minimum rental payments under the various operating leases are as
follows:
<S> <C>
Year Ending June 30: Minimum Rental Payments
1996 $ 86,012
1997 73,492
1998 42,192
1999 -
2000 -
$201,696
</TABLE>
Rental expense on the operating lease for the year ended June 30, 1995 was
$27,074.
NOTE 9 - RELATED PARTY TRANSACTIONS
From time to time the Company has entered into agreements to borrow money
from shareholders. As of June 30, 1995 the Company had two separate short-
term loans with shareholders [See Note 6]. Another shareholder has
guaranteed the long-term debt of the Company with a commercial bank.
Sales Agreement - As of June 30, 1995, the Company had a related party
payable of $50,750 associated with reimbursement for interest paid by the
shareholder (the guarantor) to the commercial bank [See Note 5].
NOTE 10 - LEGAL MATTERS
The Company is from time to time involved in litigation as a normal part of
its ongoing operations. At June 30, 1995, there was no litigation which in
management's estimate would have any material impact on the financial
condition of the Company.
<PAGE>
SENSAR CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 11 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles which contemplate continuation of
the Company as a going concern. However, the Company has incurred
significant losses and has liabilities in excess of assets (negative working
capital and stockholders deficit). These factors raise substantial doubt
about the ability of the Company to continue as a going concern. In this
regard, management has successfully negotiated a merger with Larson-Davis
Incorporated and is proposing to raise additional capital as needed through
loans and/or through sales of common stock by its parent. There is no
assurance the Company will be successful in raising this additional capital.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts
and classification of liabilities that might result from the outcome of these
uncertainties.
NOTE 12 - SUBSEQUENT EVENT
On October 27, 1995, the Company entered into and concluded an agreement to
sell 100% of its outstanding and issued stock to Larson-Davis Incorporated, a
public Nevada corporation.
During November 1995, the Company entered into a multi-year marketing
agreement with SAES Getters S.P.A. of Italy wherein SAES will market the
Company's spectrometers to the semiconductor industry.
<PAGE>
LARSON-DAVIS, INC.
AND SENSAR CORPORATION
PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS
[Unaudited]
The following unaudited proforma condensed combined balance sheets aggregates
the balance sheets of Larson-Davis, Inc. (a Nevada corporation) ("LDI") as of
September 30, 1995 and June 30, 1995 and the balance sheets of Sensar
Corporation ("SENSAR") as of October 27, 1995 and June 30, 1995 using the
purchase method of accounting for the acquisition of SENSAR by LDI based on the
assumptions described in the following notes, giving effect to the purchase, as
if the purchase had occurred as of the end of the periods.
The following unaudited proforma condensed combined statements of operations
combine the results of operations of LDI for the three months ending September
30, 1995 and for the year ending June 30, 1995 and the results of operations of
SENSAR for the period ending October 27, 1995 and for the year ending June 30,
1995 as if the purchase had occurred as of the beginning of the periods.
The proforma condensed combined financial statements should be read in
conjunction with the separate financial statements and related notes thereto of
LDI and SENSAR. These proforma condensed combined financial statements are not
necessarily indicative of the combined financial position, had the acquisition
occurred on the dates indicated above, or the combined results of operations
which might have existed for the periods indicated or the results of operations
as they may be in the future had the acquisition occurred on the dates indicated
above.
<PAGE>
<TABLE>
<CAPTION>
LARSON-DAVIS, INC.
AND SENSAR CORPORATION
PROFORMA CONDENSED COMBINED BALANCE SHEET
ASSETS
[Unaudited]
As of September 30, 1995
Larson-Davis, Sensar Proforma
Inc. Corporation Increase Proforma
Sept. 30, 1995 Oct. 27, 1995 (Decrease) Combined
<S> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 172,251 $ - [b]$(172,251) $ -
Trade accounts receivable, net 2,137,614 8,000 [b] (8,000) 2,137,614
Inventories 2,528,657 241,678 - 2,770,335
Other current assets 120,849 8,826 - 129,675
Cost and estimated earnings in
excess of related billings 98,750 - - 98,750
Total Current Assets 5,058,121 258,504 (180,251) 5,136,374
PROPERTY, PLANT, AND
EQUIPMENT, NET 1,339,887 96,993 - 1,436,880
ASSETS UNDER CAPITAL LEASE
OBLIGATIONS, NET 272,232 - - 272,23
NET ASSETS OF DISCONTINUED
OPERATIONS 3,170,831 - - 3,170,831
INVESTMENT IN SUBSIDIARY - - [a] 1,590,629 -
[b] 280,000
[c] (1,870,629)
PRODUCT TECHNOLOGY AND
LICENSE COSTS, NET 2,041,967 96,840 [c] 2,516,596 4,655,403
GOODWILL 124,493 - - 124,493
$ 12,007,531 $ 452,337 $ 2,336,345 $4,796,213
</TABLE>
See Footnote three for explanation of proforma adjustments.
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
LARSON-DAVIS, INC.
AND SENSAR CORPORATION
PROFORMA CONDENSED COMBINED BALANCE SHEET
LIABILITIES AND SHAREHOLDERS EQUITY
[Unaudited]
As of September 30, 1995
Larson-Davis, Sensar Proforma
Inc. Corporation Increase Proforma
Sept. 30, 1995 Oct. 27, 1995 (Decrease) Combined
<S> <C> <C> <C> < c>
CURRENT LIABILITIES:
Bank Overdraft $ - $ 64,464 [b]$ 150,499 $ 214,963
Short-term notes payable 1,593,867 111,184 - 1,705,051
Accounts payable 543,061 316,276 - 859,337
Accounts payable - related party - 50,750 [b] (50,750) -
Accrued liabilities 437,761 19,807 - 457,568
Current maturities of long-term debt 206,409 - - 206,409
Current maturities of capital
lease obligations 133,719 - - 133,719
Total Current Liabilities 2,914,817 562,481 99,749 3,577,047
LONG -TERM DEBT, less current
maturities 1,145,271 535,823 - 1,681,094
CAPITAL LEASE OBLIGATIONS,
less current maturities 217,753 - - 217,753
Total Liabilities 4,277,841 1,098,304 99,749 5,475,894
STOCKHOLDERS' EQUITY:
Preferred stock 200 - - 200
Common stock 7,097 130,893 [a] 618 7,715
[c] (130,893)
Additional paid-in capital 8,597,241 4,376,899 [a]1,590,011 10,187,252
[c](4,376,899)
Retained earnings (deficit) (873,665) (5,153,759) [c]5,153,759 (873,665)
Foreign currency translation
adjustment (1,183) - - (1,183)
Total Stockholders' Equity 7,729,690 (645,967) 2,236,596 9,320,319
$ 12,007,531 $ 452,337 $ 2,336,345 $14,796,213
</TABLE>
See Footnote three for explanation of proforma adjustments.
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
LARSON-DAVIS, INC.
AND SENSAR CORPORATION
PROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
[Unaudited]
For the Three Months Ending
September 30, 1995
Larson-Davis, Sensar Proforma
Inc. Corporation Increase Proforma
Sept. 30, 1995 Oct. 27, 1995 (Decrease) Combined
<S> <C> <C> <C> <C>
NET SALES $ 1,892,248 $ 298,075 $ - $ 2,190,323
COST AND OPERATING EXPENSES:
Costs of sales and operating expenses 685,342 233,264 - 918,606
Research and development 402,370 80,874 - 483,244
Selling, general and administrative 565,161 85,627 - 650,788
Total costs and operating
expenses 1,652,873 399,765 - 2,052,638
INCOME (LOSS) FROM OPERATIONS 239,375 (101,690) - 137,685
OTHER INCOME (EXPENSE) (100,678) (13,229) - (113,907)
INCOME (LOSS) FROM OPERATIONS 138,697 (114,919) - 23,778
CURRENT TAX EXPENSE - - - -
DEFERRED TAX EXPENSE - - - -
NET INCOME (LOSS) $ 138,697 $ (114,919) $ - $ 23,778
NET INCOME PER COMMON SHARE $ . 00
</TABLE>
See Footnote three for explanation of proforma adjustments.
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
LARSON-DAVIS, INC.
AND SENSAR CORPORATION
PROFORMA CONDENSED COMBINED BALANCE SHEET
ASSETS
[Unaudited]
As of June 30, 1995
Larson-Davis, Sensar Proforma
Inc. Corporation Increase Proforma
June 30, 1995 June 30, 1995 (Decrease) Combined
<S> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 83,334 $ 1,234 [b] $ (84,568) $ -
Trade accounts receivable, net 2,130,835 22,351 - 2,153,186
Inventories 2,152,768 372,525 - 2,525,293
Other current assets 135,348 19,048
[b] (8,000) 146,396
Cost and estimated earnings in
excess of related billings 200,318 - - 200,318
Total Current Assets 4,702,603 415,158 (92,568) 5,025,193
PROPERTY, PLANT, AND
EQUIPMENT, NET 1,337,574 111,815 - 1,449,389
ASSETS UNDER CAPITAL LEASE
OBLIGATIONS, NET 303,522 - - 303,522
NET ASSETS OF DISCONTINUED
OPERATIONS 3,135,776 - - 3,135,776
INVESTMENT IN SUBSIDIARY - -
[a] 1,590,629 -
- -
[b] 280,000 -
- -
[c] (1,870,629) -
PRODUCT TECHNOLOGY AND
LICENSE COSTS, NET 1,975,699 104,300
[c] 2,501,425 4,581,424
GOODWILL 124,493 - - 124,493
$ 11,579,667 $ 631,273
$2,408,857 $14,619,797
</TABLE>
See Footnote three for explanation of proforma adjustments.
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
LARSON-DAVIS, INC.
AND SENSAR CORPORATION
PROFORMA CONDENSED COMBINED BALANCE SHEET
LIABILITIES AND SHAREHOLDERS EQUITY
[Unaudited]
As of June 30, 1995
Larson-Davis, Sensar Proforma
Inc. Corporation Increase Proforma
June 30, 1995 June 30, 1995 (Decrease) Combined
<S> <C> <C> <C> <C>
CURRENT LIABILITIES:
Bank Overdraft $ 40,039 $ - [b] $238,182 $ 278,221
Short-term notes payable 2,219,187 111,184 - 2,330,371
Accounts payable 886,489 446,630 - 1,333,119
Accounts payable related party - 50,750 [b] (50,750) -
Accrued liabilities 469,003 117,682 - 586,685
Current maturities of long-term debt 206,409 - - 206,409
Current maturities of capital
lease obligations 133,719 - - 133,719
Total Current Liabilities 3,954,846 726,246 187,432 4,868,524
LONG -TERM DEBT, less current
maturities 958,251 535,823 - 1,494,074
CAPITAL LEASE OBLIGATIONS,
less current maturities 255,080 - - 255,080
Total Liabilities 5,168,177 1,262,069 187,432 6,617,678
STOCKHOLDERS' EQUITY:
Preferred stock 200 - - 200
Common stock 6,559 125,193 [c] 125,193) 7,177
[a] 618
Additional paid-in capital 7,406,114 4,296,362 [a] 1,590,011 8,996,125
[c](4,296,362)
Retained earnings (deficit) (997,362) (5,052,351) [c] ,052,351 (997,362)
Foreign currency translation
adjustment (4,021) - - (4,021)
Total Stockholders' Equity 6,411,490 (630,796) 2,221,425 8,002,119
$ 11,579,667 $ 631,273
$ 2,408,857 $14,619,797
</TABLE>
See Footnote three for explanation of proforma adjustments.
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
LARSON-DAVIS, INC.
AND SENSAR CORPORATION
PROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Year Ending
June 30, 1995
Larson-Davis, Sensar Proforma
Inc. Corporation Increase Proforma
June 30, 1995 June 30, 1995 (Decrease) Combined
<S> <C> <C> <C> <C>
NET SALES $ 6,515,830 $ 849,013 $ - $ 7,364,843
COST AND OPERATING EXPENSES:
Costs of sales and operating expenses 2,598,586 822,052 - 3,420,638
Research and development 708,679 547,620 - 1,256,299
Selling, general and administrative 2,449,765 371,903 - 2,821,668
Total costs and operating
expenses 5,757,030 1,741,575 - 7,498,605
INCOME (LOSS) FROM CONTINUING
OPERATIONS 758,800 (892,562) - (133,762)
OTHER INCOME (EXPENSE) (300,289) (80,912) - (381,201)
INCOME (LOSS) FROM CONTINUING
OPERATIONS BEFORE DISCONTINUED
OPERATIONS 458,511 (973,474) - (514,963)
INCOME (LOSS) FROM OPERATIONS
OF DISCONTINUED AIRPORT
INSTALLATIONS DIVISION (770,128) - (770,128)
NET INCOME (LOSS) $ (311,617) $ (973,474) $ - $ (1,285,091)
NET (LOSS ) PER COMMON SHARE:
Loss from continuing operations $ (.08)
Loss from discontinued operations of
airports installation division (.11)
NET (LOSS) PER COMMON SHARE $ (.19)
</TABLE>
See Footnote three for explanation of proforma adjustments.
The accompanying notes are an integral part of these financial statements.
<PAGE>
LARSON-DAVIS, INC.
AND SENSAR CORPORATION
NOTES TO PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS
[Unaudited]
NOTE 1- LARSON-DAVIS, INC.
Larson-Davis, Inc. ["LDI"], a Nevada corporation, is the parent company of
Larson-Davis Laboratories. As of September 30, 1995, Larson-Davis
Laboratories represents all material operating activities of Larson-Davis,
Inc.
Larson-Davis Laboratories is engaged in the development, design and
manufacturing of precision instrumentation and related software for
application in the environmental sciences industries.
NOTE 2 - SENSAR CORPORATION
Sensar Corporation ["SENSAR"], a privately-held Utah corporation, is
engaged in the development and manufacturing of time-of-flight mass
spectrometers, which are used to detect impurities in gas vapors. Sensar
is also involved in other technologies for the separation and
identification of the chemical components of liquids, gases and solids.
NOTE 3 - BUSINESS ACQUISITIONS / PROFORMA ADJUSTMENTS
On October 27, 1995 LDI completed the acquisition of all of the outstanding
common stock of Sensar Corporation through the issuance of 617,720 shares
of LDI common stock valued at $2.575 per share; the transfer of $272,000 to
Sensar and the offset of a $8,000 receivable; the assumption of a guaranty
on a line of credit made by a Sensar shareholder; and the payment of a
$50,750 payable to a party related to Sensar.
The proforma adjustments on the attached financial statements include the
following:
[a] To record 617,720 shares of LDI stock issued to acquire all of the
outstanding common shares of Sensar Corporation.
[b] To record $272,000 paid by LDI to Sensar Corporation and the offset
of an $8,000 receivable so that Sensar Corporation could re-acquire
1,400,000 share of Sensar's common stock.
[c] To eliminate the common stock, additional paid in capital and
accumulated deficit of Sensar Corporation and the investment in subsidiary
in consolidation and to write-up the carrying value of other assets based
on the purchase method of accounting for business combinations.
NOTE 4 - PROFORMA INCOME (LOSS) PER SHARE
The income (loss) per share is computed based on the weighted average
number of LDI shares issued and outstanding at the end of each period
presented.
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the inclusion of our report dated November 28, 1995,
concerning the financial statements of Sensar Corporation as of June 30, 1995,
in the current report of Larson-Davis Incorporated on Form 8-K/A dated October
27, 1995, and the incorporation of such report into the registration statements
on Form S-8 filed on behalf of Larson-Davis Incorporated.
/s/ Peterson, Siler & Stevenson, P.C.
PETERSON, SILER & STEVENSON, P.C.
Salt Lake City, Utah
January 9, 1996
