UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
/ x / Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended July 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 No. 0-16115
AIRSENSORS, INC.
(Exact name of registrant as specified in its charter)
Delaware 91-1039211
(State of Incorporation) IRS Employer I.D. No.
16804 Gridley Place, Cerritos, CA 90703
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 860-6666
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceding 12 months, and (2) has been
subject to such filing requirements for the past 90 days.
Yes x No
------ ------
Number of shares outstanding of each of the issuer's classes of
common stock, as of August 31, 1996:
5,686,848 shares of Common Stock, $.001 par value per share
<PAGE>1
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AIRSENSORS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
July 31, 1996 and April 30, 1996
---------
ASSETS
------
July 31, April 30,
1996 1996
----------- -----------
(unaudited)
Current assets:
Cash $ 1,565,094 $ 811,148
Accounts receivable 9,499,511 9,679,317
Less allowance for doubtful accounts 168,639 165,322
----------- -----------
Net accounts receivable 9,330,872 9,513,995
Inventories:
Raw materials and parts 6,216,573 6,096,292
Work-in-process 882,074 930,548
Finished goods 6,577,895 4,411,162
----------- -----------
Total inventories 13,676,542 11,438,002
Other current assets 2,648,851 2,815,181
----------- -----------
Total current assets 27,294,851 24,578,326
Equipment and leasehold improvements:
Dies, molds and patterns 3,646,403 3,297,764
Machinery and equipment 5,297,117 5,267,529
Office furnishings and equipment 3,438,353 2,895,187
Leasehold improvements 1,968,615 1,953,131
----------- -----------
14,350,488 13,413,611
Less accumulated depreciation and amortization 7,314,782 6,935,878
----------- -----------
Net equipment and leasehold improvements 7,035,706 6,477,733
Intangibles arising from acquisitions 11,427,285 7,915,314
Less accumulated amortization 2,752,623 2,689,397
----------- -----------
Net intangibles arising from acquisition 8,674,662 5,225,917
Other assets 1,244,864 1,445,911
----------- -----------
$44,176,591 $37,727,887
=========== ===========
See accompanying notes.
<PAGE>2
AIRSENSORS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
July 31, 1996 and April 30, 1996
(Continued)
-----------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
July 31, April 30,
1996 1996
----------- -----------
(unaudited)
Current liabilities:
Notes payable $ 282,917 $ 541,398
Accounts payable 3,898,727 3,532,070
Accrued payroll obligations 1,441,577 1,701,034
Accrued warranty obligations 413,555 469,639
Income taxes payable 1,143,832 706,057
Other accrued expenses 1,090,029 1,598,451
Current portion of term loans 1,516,652 716,932
----------- -----------
Total current liabilities 9,787,289 9,265,581
Line of credit 5,500,000 3,400,000
Term loans - Bank of America NT&SA 4,479,700 1,435,000
Term loan - DEPA Holding B.V. 2,717,351 2,820,640
Other long term liabilities 1,462,784 1,167,447
Minority interest 453,215 383,197
Commitments and contingencies - -
Stockholders' equity:
1993 Series 1 Preferred Stock, $0.01 par value,
5,950 shares authorized, issued and
outstanding, $5,950,000 liquidation value 5,650,000 5,650,000
Common stock, $.001 par value, authorized
25,000,000 shares; 5,686,848 issued and
outstanding at July 31, 1996
(5,654,568 at April 30, 1996) 5,687 5,655
Additional paid-in capital relating to
common stock 28,770,239 28,746,994
Accumulated deficit (14,544,497) (15,111,879)
Foreign currency translation adjustment (105,177) (34,748)
----------- -----------
Total stockholders' equity 19,776,252 19,256,022
----------- -----------
$44,176,591 $37,727,887
=========== ===========
See accompanying notes.
<PAGE>3
AIRSENSORS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Three months ended July 31, 1996 and 1995
---------
July 31, July 31,
1996 1995
----------- ----------
Revenue:
Product sales $14,179,291 $11,796,125
Contract revenue 969,341 341,271
----------- -----------
Net revenue 15,148,632 12,137,396
Costs and expenses:
Cost of sales 9,109,120 7,611,175
Research and development expense 2,283,755 1,779,777
Selling, general and administrative expense 2,662,911 1,832,240
----------- -----------
Total costs and expenses 14,055,786 11,223,192
----------- -----------
Operating income 1,092,846 914,204
Financing charges 224,179 75,960
Income before income taxes and
minority interest in income of
consolidated subsidiaries 868,667 838,244
Provision for income taxes 117,833 99,000
Minority interest in income of
consolidated subsidiaries 38,420 -
----------- -----------
Net income before dividends 712,414 739,244
Dividends on preferred stock 145,032 156,187
----------- -----------
Net income applicable to common stock $ 567,382 $ 583,057
=========== ===========
Net income per share $0.10 $0.10
=========== ===========
Number of shares used in per
share calculation: 6,757,139 6,643,119
=========== ===========
See accompanying notes.
<PAGE>4
AIRSENSORS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three months ended July 31, 1996 and 1995
---------------
July 31, July 31,
1996 1995
----------- -----------
Net cash (used in) provided by
operating activities $ 206,482 $1,061,578
Cash flows from investing activities:
Payment for purchase of certain assets
acquired from Ateco (4,655,142) -
Purchase of equipment and leasehold
improvements (505,601) (425,823)
Deferred software production costs - (169,044)
Other, net 294,462 -
----------- -----------
Net cash (used in) investing activities (4,866,281) (594,867)
Cash flows from financing activities:
Net borrowings (payments) on line of credit 2,100,000 (100,000)
Payments on notes payable (258,551) (193,944)
Proceeds from issuance of bank term loans 3,951,375 -
Proceeds from issuance of common stock 23,278 9,137
Payments on term loan (184,422) -
Payments of other long-term liabilities (72,903) (41,613)
Dividends on preferred stock (145,032) (156,187)
----------- -----------
Net cash provided by (used in)
financing activities 5,413,745 (482,607)
----------- -----------
Net increase (decrease) in cash 753,946 (15,896)
Cash beginning of year 811,148 65,489
----------- -----------
Cash, end of quarter $ 1,565,094 $ 49,593
=========== ===========
See accompanying notes.
<PAGE>5
AIRSENSORS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
July 31, 1996 and 1995
--------------
(1) The accompanying condensed consolidated financial statements
are unaudited and reflect all adjustments (consisting only of normal
recurring adjustments) which are, in the opinion of management, necessary
for the fair presentation and operating results for the interim periods.
The condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto,
together with management's decision and analysis of financial condition
and the results of operations, contained in the Company's Annual Report
on Form 10-K for the fiscal year ended April 30, 1996. The results of
operations for the three months ended July 31, 1996 are not necessarily
indicative of the results that may be expected for the entire year ending
April 30, 1997.
(2) Acquisition
Effective July 1, 1996, the registrant acquired certain assets of
Ateco Automotive Pty. Ltd. ("Ateco") for approximately $6,500,000.
Ateco, a private company in Australia, has distributed IMPCO's gaseous
fuel carburetion systems and related devices for use with internal
combustion engines since 1969 through its Gas Division near Melbourne,
Australia.
In order to effectuate the transaction, IMPCO established a wholly
owned subsidiary in Australia, IMPCO Technologies Pty. Limited ("IMPCO
Ltd."). The acquisition of Ateco has been accounted for under the
purchase method of accounting and the acquired operations have been
included in the condensed consolidated financial statements since the
date of acquisition. The assets acquired by IMPCO Ltd. primarily consist
of receivables, inventory, equipment, a note, business goodwill,
distribution rights in Australia, and a 50% interest in Ateco's sub-
distributor. The amount of the consideration was determined through
negotiations between Ateco and IMPCO Ltd.
The purchase price was financed through approximately $4,000,000 of
term loans provided by Bank of America NT&SA and its Sydney Australia
branch. The term loans are both three-year loans with a five-year
amortization schedule and interest at market rates. In addition,
accounts receivables due to IMPCO by Ateco, totaling approximately
$1,852,000, were also offset against the purchase price. The balance of
the purchase price was paid with proceeds from IMPCO's existing line of
credit with Bank of America NT&SA. The Company recognized approximately
$3,601,000 of intangible assets arising from acquisition which will be
amortized over 20 years. The purchase price allocation is preliminary
and based on management's best estimates at the acquisition date. The
tangible assets and liabilities have been recorded at their estimated
fair values as the date of acquisition as follows:
<PAGE>6
Accounts Receivable $ 398,399
Inventory 2,265,589
Equipment 44,879
Notes Receivable 158,200
Other Assets 49,930
------------
$ 2,916,997
Accrued payroll and related expenses $ 17,959
------------
Net tangible assets acquired $ 2,899,038
============
The following table presents the unaudited pro forma consolidated
results of operations as if the acquisition had occurred at the beginning
of the period (Dollars in thousands, except for net income per share):
Three Months Ended July 31
1996 1995
------------ ------------
Revenue $ 15,947 $ 13,502
Net income applicable to common stock 560 549
Net income per share $ .09 $ .09
The proforma consolidated results of operations are not necessarily
indicative of the actual results of operations that would have occurred
had the purchase actually been made at the beginning of the respective
period, or of results which may occur in the future.
(3) Debt Payable
(a) Bank of America
On June 25, 1996, IMPCO entered into a new credit facility with the Bank
of America by adding a $2,000,000 term loan for the acquisition of Ateco.
Including the $8,000,000 revolving line of credit, the $2,050,000 term loan
related to the acquisition of Media and the $3,525,000 capital lease
facility, the total Bank of America credit facility is $15,575,000. The line
of credit has been extended to August 31, 1998.
(i) Revolving Line of Credit
The revolving line of credit carries interest, payable monthly, at a
fluctuating per annum rate equal to the Bank of America reference rate (which
was 8.25% on July 31, 1996). The Company may elect to have all or portions
of the line bear interest at an alternative interest rate (Offshore rate
which was 7.0% on July 31, 1996) agreed upon by the Bank and IMPCO for
periods of not less than 30 days nor more than one year. At July 31, 1996,
$3,500,000 of the outstanding line of credit balance of $5,500,000 was
subject to the offshore rate. The remaining $1,500,000 was subject to the
reference rate.
The unused portion of the line of credit is subject to a commitment fee
of 0.1875% per annum.
The line of credit may be used for financing commercial letters of
credit with a maximum maturity of 180 days and standby letters of credit with
a maximum maturity of five years. The amount of letters of credit
outstanding at any one time may not exceed $2,000,000 for commercial letters
of credit and $750,000 for standby letters of credit. At July 31, 1996,
$375,000 was outstanding under standby letters of credit. The maximum amount
available at any one time on the revolving line of credit and the commercial
letters of credit is $8,000,000.
<PAGE>7
(ii) Term Loan for Acquisition of Technisch Bureau Media B.V.
(Media)
The term loan carries interest, payable on a monthly basis, at the
Bank's reference rate (which was 8.25% at July 31, 1996). The Company may
elect to have all or portions of the term loan bear interest at an
alternative interest rate agreed upon by the Bank and IMPCO for periods of
not less than 30 days nor more than one year. The alternative interest rate
is based on the offshore rate plus 1.5%. Each alternative rate portion must
be for an amount not less than $500,000 and may not include any portion of
principal which is scheduled to be repaid before the last day of the
applicable interest period. At July 31, 1996, the outstanding balance of
$1,742,500 was subject to the offshore rate of 7.00%. The term loan is to be
repaid in seventeen consecutive quarterly installments of $102,500 (principal
only) commencing August 31, 1996. On August 31, 2000, the Company will repay
the remaining principal balance plus any interest then due. The term loan
may be prepaid, with payments applied in reverse order of maturity, in whole
or in part, at any time.
(iii) Term Loan for the Acquisition of certain assets
of Ateco Automotive Pty. Ltd.
The term loan carries interest, payable on a monthly basis, at the
Bank's reference rate (which was 8.25% at July 31, 1996). The Company may
elect to have all or portions of the term loan bear interest at an
alternative interest rate agreed upon by the Bank and IMPCO for periods of
not less than 30 days nor more than one year. The alternative interest rate
is based on the offshore rate plus 2.1%. Each alternative rate portion must
be for an amount not less than $500,000 and may not include any portion
principal which is scheduled to be repaid before the last day of the
applicable interest period. At July 31, 1996, $1,900,000 of the total
outstanding balance of $2,000,000 was subject to the offshore rate of 7.73%.
The remaining $100,000 balance was subject to the reference rate. The term
loan is to be repaid in eleven consecutive quarterly installments of $100,000
(principal only) commencing October 31, 1996. On July 31, 1999, the Company
will repay the remaining principal balance plus any interest then due. The
term loan may be prepaid, with payments applied in reverse order of maturity,
in whole or in part, at any time.
(iv) Loan Covenants and Collateral
The Bank of America credit facility contains certain restrictions and
financial covenants, including liquidity, tangible net worth and cash flow
thresholds, as well as indebtedness, and is secured by substantially all of
the Company's assets.
PAGE>8
(b) Term Loan - Bank of America, Australia
On June 27, 1996, IMPCO Technologies PTY Ltd. entered into a credit
facility with Bank of America NT&SA, Sydney Branch, in the amount of
2,500,000 Australian Dollars (U.S. $1,934,000) to be used to purchase
certain assets of Ateco Automotive Pty Ltd. The loan carries interest,
payable on a quarterly basis, at the Bank Bill Buying Rate plus 2.10%
(which was 9.75% on July 31, 1996). The loan is to be repaid in eleven
consecutive quarterly installments of A$125,000 (U.S. $96,700, principal
only) commencing on September 30, 1996. On June 30, 1999, IMPCO PTY will
repay the remaining principal balance plus any interest then due. The
term loan may be prepaid provided the Bank is notified at least 30 days
in advance of the prepayment and the amount of the prepayment, which must
be made in multiples of A$125,000 (U.S. $96,700), is not less than
A$250,000 (U.S. $193,400). The payments will be applied in reverse order
of maturity.
(4) Income taxes
For federal income tax purposes, at July 31, 1996, the Company had
net operating loss carryforwards of approximately $6,679,000 available to
offset future taxable income. The estimated effective annual tax rate
for fiscal year 1997 was reduced by the presumed use of net operating
loss carryforwards of $2,400,000 and research and development credits of
$1,500,000.
ITEM 2 Management's Discussion and Analysis of Financial Condition and
Results of Operation
Results of Operations
- ---------------------
Acquisition
- -----------
Effective July 1, 1996, the Company acquired certain assets of Ateco
for approximately $6,500,000. Ateco, a private company in Australia, has
distributed IMPCO's gaseous fuel carburetion components and systems and
related devices for use with internal combustion engines since
approximately 1969 through its Gas Division near Melbourne, Australia.
The acquisition of the Gas Division has been accounted for under the
purchase method of accounting. The Condensed Consolidated Balance Sheet
of AirSensors, Inc. as of July 31, 1996 includes the accounts of the
Company, its wholly-owned subsidiary, IMPCO Technologies, Inc., (IMPCO),
IMPCO's wholly owned subsidiary IMPCO Technologies, Pty. Ltd. and IMPCO's
majority-owned subsidiary IMPCO Europe Media B.V.
Net Revenue
- -----------
The Company continued to experience growth during the three months
ended July 31, 1996, with net revenue increasing by $3,011,000 or 25% to
$15,149,000, compared to $12,137,000 during the three months ended July
31, 1995. During the three months ended July 31, 1996, product sales and
contract revenue increased by approximately 20% and 184%, respectively.
The following table sets forth the Company's product sales by application
(all dollars in thousands):
<PAGE>9
Three months ended July 31,
---------------------------
1996 1995
---------- ----------
Motor vehicle products $ 5,150 $ 3,938
Forklifts and other material
handling equipment 6,271 5,951
Small portable to
large stationary engines 2,758 1,907
---------- ----------
Total product sales $ 14,179 $ 11,796
========== ==========
During the three months ended July 31, 1996 net revenue attributable
to the Company's motor vehicle products increased by $1,212,000 or 31% as
compared to the same period in the prior fiscal year. The following
table sets forth the Company's worldwide motor vehicle product sales by
application, (all dollars in thousands):
Three months ended July 31,
---------------------------
1996 1995
---------- ----------
Component parts $ 3,987 $ 3,725
Upfitting systems 1,163 213
---------- ----------
Total product sales $ 5,150 $ 3,938
========== ==========
During the three months ended July 31, 1996, sales for the Company's
motor vehicle component parts increased by 7% as compared to the same
period in the prior fiscal year. Revenue attributable to upfitting
vehicles with the Company's systems for aftermarket fleet use increased
by approximately $950,000 which resulted primarily from the installation
of specifically engineered LPG systems on F150 and F250 pick-up trucks
for Ford Motor Company. The Company substantially completed this program
in the current quarter and management does not anticipate another
upfitting program until the third quarter of the current fiscal year.
Management expects that this decrease in revenue will have an unfavorable
effect on the Company's earnings for the second quarter. However,
management anticipates that motor vehicle revenue will be higher during
fiscal year 1997 as compared to fiscal year 1996 primarily as a result of
its Australian acquisition and other upfitting and sales activities
expected in the third and fourth quarters of fiscal year 1997.
During the three months ended July 31, 1996, sales for the Company's
forklifts and other material handling equipment increased by 5% as
compared to the same period in the prior fiscal year. This increase is
primarily attributable to the Company's European operations. Sales
attributable to the Company's domestic operations were lower primarily
due to a decrease in the material handling industry demand for new
forklifts. Management anticipates that the revenues provided by forklift
and other material handling equipment market for fiscal year 1997 will be
comparable to fiscal year 1996.
<PAGE>10
During the three months ended July 31, 1996, sales for the Company's
small portable to large stationary engines increased 45% as compared to
the same period in the prior fiscal year. This increase was primarily
attributable to an increased demand for large and small power generator
units used in power replacement and recreational applications.
Management anticipates that the market for the Company's small portable
to large stationary engines in fiscal year 1997 will be stronger than
fiscal year 1996.
During the three months ended July 31, 1996, contract revenue
increased by $628,000 as compared to the same period in the prior fiscal
year. This increase was due to the extension of the development contract
with General Motors Corporation (GM) in August 1995. Future contract
revenue will be contingent upon the Company's success in securing new
development contracts. Management anticipates that contract revenue
during the second quarter of the current fiscal year will be lower than
levels experienced during the current quarter and the second quarter of
the previous fiscal year. Management is in the process of negotiating
additional contracts that if signed would generate comparable or higher
contract revenue in the current fiscal year compared to fiscal year 1996.
During the three months ended July 31, 1996, the Company's product
sales were generated in the following geographic regions:
Three months ended July 31,
---------------------------
1996 1995
------ ------
United States and Canada 63% 63%
Pacific Rim 16% 17%
Europe 14% 13%
Latin America 7% 7%
Cost of Sales
- -------------
During the three months ended July 31, 1996, cost of sales as a
percent of product sales remained comparable to the percent realized
during the same period in the prior fiscal year. During the current
quarter the Company's gross profit margin on product sales was favorably
impacted by it European operations. This contribution was offset by
lower profit margins on upfitting motor vehicles.
Research and Development
- ------------------------
Research and development ("R&D") expense for the three months ended
July 31, 1996, increased $504,000 (28%) as compared to the same period in
the prior fiscal year. This increase was primarily for application and
development of the Company's products under the GM contract and included
component and durability testing associated with future vehicle
commercialization. Management believes the Company's future success depends
on its ability to design, develop and market new products to meet mandated
emission standards and will therefore continue to incur significant R&D
costs in this area also. Management anticipates that R&D expenses during
fiscal year 1997 will be higher than the levels experienced during fiscal
year 1996 due to new product development.
<PAGE>11
Selling General and Administrative
- ----------------------------------
Selling, general and administrative (SG&A) expense for the three
months ended July 31, 1996, increased $831,000 (45%) as compared to the
same period in the prior fiscal year. The increase in SG&A expense was
primarily due to the inclusion of Media's SG&A expenses. Management
anticipates that SG&A expense during fiscal year 1997 will increase
significantly as compared to fiscal year 1996 primarily as a result of
the Company's recently acquired foreign operations. This increase makes
the Company's financial performance more sensitive to sales fluctuations
which may occur quarter to quarter.
Financing charges
- -----------------
Financing charges for the three months ended July 31, 1996,
increased $148,000 (195%) as compared to the same period in the prior
fiscal year. This increase is primarily the result of loans associated
with the acquisition of the Company's foreign operations and the
increased use in the line of credit. Management anticipates that
financing charges for fiscal year 1997 will increase as compared to
fiscal year 1996 as a result of the recent acquisitions and debt service
on the Company's line of credit.
Outlook: issues and risks:
- ---------------------------
The preceding discussion includes management's outlook for revenues
and expenditures. The Company faces a number of risks and uncertainties
that should also be considered in evaluating its short and long term
outlook. These risks include, among others, the following: (1) the
Company's ability to obtain regulatory certification for vehicle
applications in the United States, (2) continued world-wide legislation
enforcing environmental laws which regulate emission standards and energy
independence, (3) the Company's ability to secure future development
programs, (4) world-wide economic trends that influence geographic price
disparities between gasoline and alternative fuels, (5) fluctuations in
the foreign exchange rates causing purchases from the United States to
become undesirable, (6) the Company's ability to hire, train, and retain
qualified personnel, (7) uncontrollable changes in the timing of new
product introductions or new applications by customers which utilize the
Company's products, and (8) growth rates in foreign markets. In
addition, current economic forecasts may deviate from actual economic
conditions and unfavorably impact the Company's performance. The Company
is not currently aware of any significant new competitors, however the
Company could be adversely affected by the expansion of existing
competitors, increased price competition, or entry of new competition.
<PAGE>12
Liquidity and Capital Resources
- -------------------------------
During the three months ended July 31, 1996, cash provided by
operations, excluding working capital was $1,430,000 or $243,000 higher
than the same period in the prior fiscal year. During the current
quarter, the Company's operations had a net use of working capital of
approximately $1,223,000 which was an increase of $1,098,000 as compared
to the same period in the prior fiscal year. The most significant
changes in the Company's current assets and current liabilities during
the three months ended July 31, 1996, were an increase in accounts
receivable and a decrease in other accrued expenses of $1,279,000 and
$529,000, respectively, which were partially offset by an increase in
accounts payable of $376,000. The increases in accounts receivable and
accounts payable are primarily a result of the inclusion of the accounts
of the Company's recent Australian acquisition. The decrease in accrued
expenses was a result of disbursements in payroll obligations and other
normal operational payments.
Net cash used in investing activities for the quarter ended July 31,
1996 was $4,866,000 compared with $595,000 for the same period in the
prior fiscal year. Investing activity principally included the purchase
of certain assets from Ateco in Australia which resulted in a net use of
cash of approximately $4,655,000. Management projects an increase in
capital expenditures during the remaining three quarters of fiscal year
1997, as compared to the same periods in the prior fiscal year primarily
as a result of planned increases in dies, molds and patterns, and capital
expenditures by the Company's recent foreign acquisitions.
Net cash provided by financing activities for the three months ended
July 31, 1996, was $5,414,000 as compared to net cash used by financing
activities of $483,000 for the same period in the prior fiscal year.
Financing activities principally included the securing of term loans with
Bank of America NT&SA and its Sydney Australia branch of $2,000,000 and
A$2,500,000 (US$ 1,934,000), respectively and net borrowing on the line
of credit of $2,100,000. During the current quarter the Company
increased it's borrowings under the operating line of credit primarily
for current operations, both domestically and foreign. The Company made
payments of $184,000 on the term loan to finance the Company's European
operation. Although the Company has made no material commitments for
future capital expenditures, it expects to incur significant expenditures
relating to facilities and product development for the production of its
existing and future products. The Company expects to fund a major
portion of these expenses from cash generated from operations and by use
of its operating line of credit.
In June 1996, IMPCO entered a new credit facility with the Bank of
America by adding a $2,000,000 term loan for the Australian acquisition.
The total Bank of America credit facility is $15,575,000, including the
$8,000,000 revolving line of credit, the $2,050,000 term loan related to
the acquisition of Media and the $3,525,000 capital lease facility.
<PAGE>13
Part II - OTHER INFORMATION
Items 1-5 Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 11.1 - Computation of net income per share.
(b) Reports on Form 8-K.
On July 16, 1996, the Company filed Form 8-K to report that on
July 1, 1996, the Company, through its wholly owned subsidiary IMPCO,
acquired certain assets of Ateco a private company in Australia.
On September 16, 1996, the Company filed Form 8-K/A to provide
the required financial statements for the acquired business.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
AirSensors, Inc.
(Registrant)
Date: September 17, 1996 By /s/Thomas M. Costales
-----------------------
Thomas M. Costales
Chief Financial Officer
and Treasurer
[Authorized Signatory]
<PAGE>14
<TABLE>
AIRSENSORS, INC.
COMPUTATION OF NET INCOME PER SHARE
Three months ended July 31, 1996 and 1995
---------------
<CAPTION>
1996 1995
----------- -----------
PRIMARY CALCULATION:
<S> <C> <C>
Net income $ 750,834 $ 739,244
Minority interest (38,420) -
Dividends on preferred stock (145,032) (156,187)
----------- -----------
Net income applicable to common stock 567,382 583,057
Add: Effect of treasury stock on repayment
of borrowings 75,590 74,901
----------- -----------
Net income applicable to common stock for
calculation of net income per share 642,972 658,061
Weighted average number of common shares
outstanding 5,680,061 5,642,620
Dilutive effect of outstanding stock options
and warrants (As determined by application
of the modified treasury stock method) 1,077,078 999,499
----------- -----------
Weighted average number of common shares, as
adjusted for calculation of net income per share 6,757,139 6,643,119
=========== ===========
Net income per share $0.10 $0.10
=========== ===========
FULLY DILUTED CALCULATION:
Net income applicable to common stock for
calculation of net income per share
before effect of treasury stock on
repayment of borrowings 567,382 583,057
Add: Effect of treasury stock on repayment
of borrowings 75,590 44,580
----------- -----------
Net income applicable to common stock for
calculation of net income per share 642,972 627,737
Weighted average number of common
shares outstanding 5,680,061 5,642,620
Dilutive effect of outstanding stock options
and warrants (As determined by application
of the modified treasury stock method) 1,077,078 999,499
----------- -----------
Weighted average number of common shares, as
adjusted for calculation of net income per share 6,757,139 6,643,119
=========== ===========
Net income per share $0.10 $0.10
=========== ===========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> APR-30-1997
<PERIOD-END> JUL-31-1996
<CASH> 1,565,094
<SECURITIES> 0
<RECEIVABLES> 9,499,511
<ALLOWANCES> 168,639
<INVENTORY> 13,676,542
<CURRENT-ASSETS> 27,294,851
<PP&E> 14,350,488
<DEPRECIATION> 7,314,782
<TOTAL-ASSETS> 44,176,591
<CURRENT-LIABILITIES> 9,787,289
<BONDS> 0
0
5,650,000
<COMMON> 5,687
<OTHER-SE> 14,120,565
<TOTAL-LIABILITY-AND-EQUITY> 44,176,591
<SALES> 14,179,291
<TOTAL-REVENUES> 15,148,632
<CGS> 9,109,120
<TOTAL-COSTS> 14,055,786
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 224,179
<INCOME-PRETAX> 868,667
<INCOME-TAX> 117,833
<INCOME-CONTINUING> 712,414
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 567,382
<EPS-PRIMARY> .10
<EPS-DILUTED> .10
</TABLE>
