<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended Commission
June 30, 1995 File Number 0-8241
-------------------------------------- --------------------------------------
Barringer Laboratories, Inc.
--------------------------------------------------------------------------------
(Name of small business issuer in its charter)
Delaware 84-0951626
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
-------------------------------------- --------------------------------------
15000 West 6th Avenue, Suite 300, Golden, Colorado 80401-5047
--------------------------------------------------------------------------------
(Address of principal executive office)
Issuer's telephone number, including area code (303) 277-1687
---------------------------------
Note: Please address financial or S.E.C. compliance queries to:
Chief Financial Officer, 15000 West 6th Avenue, Suite 300,
Golden, Colorado 80401-5047.
Indicate by check mark whether the issuer (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
(or for such shorter period that the issuer was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
------- -------
Number of shares outstanding as of June 30, 1995 - 2,299,254 of
Common Stock, $.01 par value.
1
<PAGE>
BARRINGER LABORATORIES, INC.
INDEX
Part I -- Financial Information
-- Consolidated Balance Sheets as of June 30, 1995 (Unaudited)
and December 31, 1994;
-- Consolidated Statements of Operations (Unaudited) for the
Three Months and Six Months Ended June 30, 1995 and 1994;
-- Consolidated Statements of Cash Flows (Unaudited) for the
Three Months and Six Months Ended June 30, 1995 and 1994;
-- Notes to Consolidated Financial Statements; and
-- Management's Discussion and Analysis of Financial Condition and
Results of Operations
Part II -- Other Information
-- None
Signatures
2
<PAGE>
BARRINGER LABORATORIES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
----------- ------------
(Unaudited)
<S> <C> <C>
Assets
Current Assets:
Cash $ 47,000 $ 39,000
Trade receivables, less allowance of
$14,000 and $17,000 for doubtful accounts 991,000 777,000
Due from affiliate 63,000 34,000
Prepaid expenses and other 63,000 69,000
----------- ------------
Total Current Assets 1,164,000 919,000
----------- ------------
Property and Equipment:
Machinery and equipment 1,554,000 1,455,000
Machinery and equipment under capital lease
obligations 640,000 895,000
Leasehold improvements 638,000 638,000
Office furniture and equipment 62,000 62,000
----------- ------------
2,894,000 3,050,000
Less accumulated depreciation and amortization 2,197,000 2,273,000
----------- ------------
Net Property and Equipment 697,000 777,000
Note Receivable from Affiliate 452,000 452,000
Other Assets 84,000 93,000
----------- ------------
Total Assets $2,397,000 $2,241,000
----------- ------------
----------- ------------
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
BARRINGER LABORATORIES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Concluded)
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
----------- ------------
(Unaudited)
<S> <C> <C>
Liabilities and Shareholders' Equity
Current Liabilities:
Line of credit $ 107,000 $ 4,000
Trade accounts payable 232,000 215,000
Accrued liabilities:
Payroll, compensation and related expenses 199,000 184,000
Other 114,000 166,000
Current maturities of long-term debt 221,000 230,000
----------- ------------
Total Current Liabilities 873,000 799,000
Long-Term Debt, less current maturities 99,000 151,000
----------- ------------
Total Liabilities 972,000 950,000
----------- ------------
Shareholders' Equity
Preferred stock, $2.00 par value,
1,000,000 shares authorized; none issued -- --
Common stock, $0.01 par value,
shares authorized, 10,000,000,
outstanding 2,299,254 23,000 23,000
Additional paid-in capital 3,278,000 3,278,000
Deficit (1,864,000) (1,982,000)
Translation adjustment (12,000) (28,000)
----------- ------------
Total Shareholders' Equity 1,425,000 1,291,000
----------- ------------
Total Liabilities and Shareholders' Equity $2,397,000 $2,241,000
----------- ------------
----------- ------------
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
BARRINGER LABORATORIES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
IN THOUSANDS EXCEPT SHARE DATA
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Six Months
--------------- ----------------
Ended June 30, Ended June 30,
--------------- ----------------
1995 1994 1995 1994
------ ------ ------ ------
<S> <C> <C> <C> <C>
Sales of Services
United States $1,491 $1,278 $2,869 $2,830
Mexico 156 -- 220 --
------ ------ ------ ------
Total Sales of Services $1,647 $1,278 $3,089 $2,830
Cost of Services Sold 1,141 1,114 2,222 2,271
------ ------ ------ ------
Gross Profit 506 164 867 559
------ ------ ------ ------
Selling, general and administrative 339 321 689 663
------ ------ ------ ------
Operating Profit (Loss) 167 (157) 178 (104)
Other Income (Expense):
Recovery of Contingency Reserve -- 76 -- 76
Interest income 20 15 34 29
Interest expense (24) (28) (45) (50)
Non-recurring charge (20) -- (20) --
Translation loss (16) -- (16) --
Other (12) 18 (13) 9
------ ------ ------ ------
Total Other Income (Expense) (52) 81 (60) 64
------ ------ ------ ------
Income (Loss) before Income Taxes 115 (76) 118 (40)
Provision for Income Taxes -- -- -- --
------ ------ ------ ------
Net Income (Loss) for the period $ 115 $ (76) $ 118 $ (40)
------ ------ ------ ------
------ ------ ------ ------
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
BARRINGER LABORATORIES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
IN THOUSANDS EXCEPT SHARE DATA
(UNAUDITED)
(Continued)
<TABLE>
<CAPTION>
Three Months Six Months
-------------------- --------------------
Ended June 30, Ended June 30,
-------------------- --------------------
1995 1994 1995 1994
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Per Share Data:
Net Income (Loss) per share $ .05 $ (.04) $ .05 $ (.02)
--------- --------- --------- ---------
--------- --------- --------- ---------
Weighted average common shares
outstanding 2,299,254 2,236,717 2,299,254 2,239,750
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE>
BARRINGER LABORATORIES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH
IN THOUSANDS EXCEPT SHARE DATA
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Six Months
--------------- ----------------
Ended June 30, Ended June 30,
--------------- ----------------
1995 1994 1995 1994
------ ------ ------ ------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) for the period $ 115 $ (76) $ 118 $ (40)
Items not affecting cash Depreciation
and amortization 139 147 275 272
Bad debt expense 2 6 4 6
Other 29 (8) 6 (21)
Decrease (increase) in operating assets
net of operating liabilities (175) 88 (259) --
------ ------ ------ ------
Cash Provided by Operating Activities 110 154 154 217
------ ------ ------ ------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (32) (145) (78) (150)
Payments received on note receivable
from affiliate -- 136 -- 136
Cash used in Investing Activities (32) (9) (78) (14)
------ ------ ------ ------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in long-term debt -- 21 -- 21
Reduction in long-term debt (91) (52) (171) (131)
Increase in short term borrowings 28 -- 103 15
------ ------ ------ ------
Cash used in Financing Activities (63) (36) (68) (100)
------ ------ ------ ------
Increase in cash 15 109 8 103
Cash-beginning of period 32 29 39 35
------ ------ ------ ------
Cash-end of period $ 47 $ 138 $ 47 $ 138
------ ------ ------ ------
------ ------ ------ ------
</TABLE>
See accompanying notes to consolidated financial statements.
7
<PAGE>
BARRINGER LABORATORIES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
IN THOUSANDS EXCEPT SHARE DATA
INCREASE (DECREASE) IN CASH
(UNAUDITED)
(Continued)
<TABLE>
<CAPTION>
Three Months Six Months
--------------- ----------------
Ended June 30, Ended June 30,
--------------- ----------------
1995 1994 1995 1994
------ ------ ------ ------
<S> <C> <C> <C> <C>
Decrease (increase) in operating
assets net of operating liabilities
Trade receivables $(110) $ 226 $(218) $ 60
Due from affiliate (10) -- (29) --
Other current assets (13) 2 6 29
Accounts payable and accrued
liabilities (34) (140) (20) (88)
Other (8) -- 2 $ (1)
------ ------ ------ ------
Total - net $(175) $ 88 $(259) $ --
------ ------ ------ ------
------ ------ ------ ------
Cash paid during the period for
interest $ 24 $ 27 $ 45 $ 50
------ ------ ------ ------
------ ------ ------ ------
Cash paid during the period for
income taxes $ -- $ -- $ -- $ --
------ ------ ------ ------
------ ------ ------ ------
</TABLE>
See accompanying notes to consolidated financial statements.
8
<PAGE>
BARRINGER LABORATORIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
In the opinion of the Company, the unaudited financial statements contain
all adjustments (consisting of only normal recurring accruals) necessary
to present fairly the financial position of the Company and its wholly
owned subsidiary, Barringer Laboratorios de Mexico S.A. de C.V. (BLM) as
of June 30, 1995 and the results of their operations and their cash flows
for the three months and the six months ended June 30, 1995 and 1994. The
accounting policies followed by the Company are set forth in the Notes to
Consolidated Financial Statements in the 1994 audited financial statements
of Barringer Laboratories, Inc. and Subsidiary included in their Annual
Report on Form 10-KSB filed with the Securities and Exchange Commission.
The Form 10-KSB should be read in conjunction herewith.
2. NOTE RECEIVABLE FROM AFFILIATE
On April 7, 1995 the Company agreed to an additional extension of Barringer
Technologies Inc.'s ("BTI") note due date to December 31, 1995 or the date
upon which BTI sells or otherwise disposes of any or all of its
investment in the common stock of the Company (1,074,000 common shares
held as security under this note agreement). In exchange for the Company's
agreement to extend the due date of this note, the Company will receive
warrants to purchase 25,000 shares of common stock of BTI for a period of
two years at an exercise price of $1.00 per share.
BTI is currently seeking to sell its investment in the Company. If the
investment is sold the proceeds would be used to pay down the note
receivable. Absent a sale of its investment in the common stock of the
Company, the ability of BTI to pay its obligation to the Company within the
next year is doubtful. As a result, this note has been classified as
non-current in the accompanying consolidated balance sheet.
9
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BARRINGER LABORATORIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. SEASONALITY
The business of the Company has been seasonal as a result of cold weather
restricting the availability of samples to the laboratories in the cold
winter months. Therefore, the results of operations for the interim
periods are not necessarily indicative of the results to be expected for
the full year.
10
<PAGE>
BARRINGER LABORATORIES, INC. AND SUBSIDIARY
MANAGEMENT DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1995 AND 1994
Sales of Services for the three months ended June 30, 1995 of $1,647,000
represents an increase of $369,000 (28.9%) from the same period in 1994. The
Environmental Division experienced an increase of $510,000 (88.1%) due to
volume increases of $295,000 from existing customers requesting radiochemical
analyses and an existing customer's special project, which generated sales of
$99,000 for the three months ended June 30, 1995. Additional increases were
due to another customer's large project, which generated $56,000 in the three
months ended June 30, 1995 and volume increases of $60,000 from other
existing customers. Environmental Division July, 1995 sales were
substantially ahead of July, 1994 sales and Management believes sales for the
rest of the year will continue to be ahead of 1994 sales levels. The Mineral
Division, which includes Mexico, experienced a decrease of $141,000 (70.2%)
due to customer volume decreases caused by severe wet weather in the Sierra
Mountains of California and Nevada in April and May, 1995. Additionally,
there were 1995 volume decreases related to non-recurring 1994 sales of
$105,000 from two special one time projects. These decreases were offset by
sales in Mexico of $156,000 for the three months ended June 30, 1995 compared
to no sales in Mexico for the same period in 1994. Mineral Division sales
continue to increase, but are still below 1994 sale levels.
Gross profit as a percentage of sales for the three months ended June 30,
1995 was 30.7% as compared to 12.8% for the same period in 1994. This
increase was primarily due to higher Environmental Division sales, production
efficiencies in the Environmental Division resulting from higher sales, and
fixed costs allocated over a larger sales base.
Selling, general, and administration expenses for the three months ended June
30, 1995 of $339,000 increased by $18,000 (5.6%) from the same period in 1994
primarily due to higher general and administrative expenses (travel, director
fees, and professional fees).
11
<PAGE>
BARRINGER LABORATORIES, INC. AND SUBSIDIARY
MANAGEMENT DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS (CONTINUED)
THREE MONTHS ENDED JUNE 30, 1995 AND 1994 (CONTINUED)
Other expenses for the three months ended June 30, 1995 were $52,000 compared
to other income of $81,000 for the same period in 1994. This increase in other
expenses of $133,000 was due to income of $76,000 from the net recovery of a
contingency reserve in the three months ended June 30, 1994, and 1995 expenses
consisting of a non-recurring charge of $20,000, and a translation loss of
$16,000 from the Company's Mexican subsidiary. The non-recurring charge of
$20,000 is the Company's estimated cost to dispose of six 50-gallon barrels of
hazardous waste, which the Company had previously paid for disposal. However,
the vendor went out of business before disposing of the barrels. As such under
current environmental laws and regulations, the Company is still responsible
for the proper disposal of this waste. The recovery of the contingency reserve
in the three months ended June, 1994 was related to the warranties,
representations, and guarantees made by the Company in the 1992 sale of its
Canadian subsidiary. These warranties, representations, and guarantees expired
on May 31, 1994.
For the three months ended June 30, 1995 the Company had income before income
taxes of $115,000 compared to a loss before income taxes of $76,000 for the
same period in 1994. This increase of $191,000 was primarily due to higher
Environmental sales, production efficiencies in the Environmental Division,
and fixed costs allocated over a larger sales base, offset by higher general
and administrative expenses, the non-recurring charge of $20,000, translation
losses of $16,000, and the recovery of the contingency reserve of $76,000 in
the three months ended June 30, 1994.
12
<PAGE>
BARRINGER LABORATORIES, INC. AND SUBSIDIARY
MANAGEMENT DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS (CONTINUED)
SIX MONTHS ENDED JUNE 30, 1995 AND 1994
Sales of Services for the six months ended June 30, 1995 of $3,089,000
represents an increase of $259,000 (9.2%) from the same period in 1994. The
Environmental Division experienced an increase of $603,000 (40.8%) due to
volume increases of $251,000 from existing customers requesting radiochemical
analysis and an existing customer's large project, which generated sales of
$254,000 for the six months ended June 30, 1995. Additionally, there was
another customer's special project, which generated $102,000 for the six
months ended June 30, 1995. Environmental Division July, 1995 sales were
substantially ahead of July, 1994 sales and Management believes sales for the
rest of the year will continue to be ahead of 1994 sale levels. The Mineral
Division, which includes Mexico, experienced a decrease of $344,000 (25.5%)
due to customer volume decreases in the first five months of 1995 caused by
severe wet weather in the Sierra Mountains of California and Nevada.
Additionally, there were 1995 volume decreases related to non-recurring 1994
sales of $193,000 from two special one time projects. These decreases were
offset by sales in Mexico of $220,000 for the six months ended June 30, 1995
compared to no sales in Mexico for the same period in 1994.
Gross profit as a percentage of sales for the six months ended June 30, 1995
was 28.1% as compared to 19.8% for the same period in 1994. This increase was
primarily due to higher Environmental Division sales, production efficiencies
in the Environmental Division resulting from higher sales, and fixed costs
allocated over a larger sales base.
Selling, general and administrative expenses for the six months
ended June 30, 1995 of $689,000 increased by $26,000 (3.9%) from
the same period in 1994 primarily due to higher general and
administrative expenses (travel, directors fees, professional
fees).
13
<PAGE>
BARRINGER LABORATORIES, INC. AND SUBSIDIARY
MANAGEMENT DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS (CONTINUED)
SIX MONTHS ENDED JUNE 30, 1995 AND 1994 (CONTINUED)
Other expenses for the six months ended June 30, 1995 were $60,000 compared
to other income of $64,000 for the same period in 1994. This increase in
other expenses of $124,000 was due to income of $76,000 from the net recovery
of a contingency reserve in the six months ended June 30, 1994 and 1995
expenses consisting of a non-recurring charge of $20,000, and a translation
loss of $16,000 from the Company's Mexican subsidiary. The non-recurring
charge is the Company's estimated cost to dispose of six 50-gallon barrels of
hazardous waste, which the Company had previously paid for disposal. However,
the vendor went out of business. As such under current environmental laws and
regulations, the Company is still responsible for the proper disposal of this
waste. The recovery of the contingency reserve in the three months ended
June, 1994 was related to the warranties, representations, and guarantees
made by the Company in the 1992 sale of its Canadian subsidiary. These
warranties, representations, and guarantees expired on May 31, 1994.
For the six months ended June 30, 1995, the Company had income before income
taxes of $118,000 compared to a loss of $40,000 for the same period in 1994.
This income of $158,000 was primarily due to higher Environmental sales,
production efficiencies in the Environmental Division and fixed costs
allocated over a larger sales base. These increases were offset by higher
general and administrative expenses, the non-recurring charge of $20,000,
translation losses of $16,000 and the recovery of the contingency reserve of
$76,000 in the six months ended June 30, 1995.
14
<PAGE>
BARRINGER LABORATORIES, INC. AND SUBSIDIARY
MANAGEMENT DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
CAPITAL RESOURCES AND LIQUIDITY
Cash totaled $47,000 at June 30, 1995, compared with $39,000 at December 31,
1994. The $8,000 increase in cash resulted from cash provided by operating
activities of $154,000 which was offset by cash used in investing activities
of $78,000 and net cash used in financing activities of $68,000 primarily for
the reduction of long-term debt.
Cash used for investing activities was for the purchase of property and
equipment consisting of $78,000 of lab equipment.
The Company has a working line of credit from a lending institution. This
line of credit is equal to 80% of the Company's eligible accounts receivable.
This line of credit is used to fund the Company's current working capital
requirements and has also been used to guarantee a $150,000 letter of credit
required by the Colorado Department of Health to increase the level of the
Company's Radiochemistry License. This increase in the license gives the
Company the ability to grow the radiochemistry analytical business.
Management believes that the existing line of credit agreement is adequate to
meet the Company's working capital requirements for the next 12 months.
INFLATION
Inflation was not a material factor in either the sales or the operating
expenses of the Company during the periods presented herein.
15
<PAGE>
BARRINGER LABORATORIES, INC. AND SUBSIDIARY
PART II
OTHER INFORMATION
None
16
<PAGE>
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 LABORATORIES, INC.
-------------------------------
(REGISTRANT)
Date: August 8, 1995 By: /s/ Charles E. Ramsay
---------------------------- ----------------------------
Charles E. Ramsay
Chief Financial Officer
17
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 47
<SECURITIES> 0
<RECEIVABLES> 991
<ALLOWANCES> 14
<INVENTORY> 0
<CURRENT-ASSETS> 1,164
<PP&E> 2,894
<DEPRECIATION> 2,197
<TOTAL-ASSETS> 2,397
<CURRENT-LIABILITIES> 873
<BONDS> 0
<COMMON> 23
0
0
<OTHER-SE> 1,402
<TOTAL-LIABILITY-AND-EQUITY> 2,397
<SALES> 3,089
<TOTAL-REVENUES> 0
<CGS> 2,222
<TOTAL-COSTS> 2,911
<OTHER-EXPENSES> 15
<LOSS-PROVISION> 4
<INTEREST-EXPENSE> 45
<INCOME-PRETAX> 118
<INCOME-TAX> 0
<INCOME-CONTINUING> 118
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 118
<EPS-PRIMARY> .05
<EPS-DILUTED> 0
</TABLE>
