<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
September 30, 1997 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 September 30, 1997 - 1,633,792 of Common
Stock, $.01 par value.
1
<PAGE>
BARRINGER LABORATORIES, INC.
INDEX
Part I - Financial Information
- Consolidated Balance Sheets as of September 30, 1997 (Unaudited)
and December 31, 1996;
- Consolidated Statements of Operations (Unaudited) for the Three
Months and Nine Months Ended September 30, 1997 and 1996;
- Consolidated Statements of Cash Flows (Unaudited) for the Three
Months and Nine Months Ended September 30, 1997 and 1996;
- Notes to Consolidated Financial Statements; and
- Management's Discussion and Analysis of Financial Condition and
Results of Operations
Part II - Other Information
- Submission of Matters to a Vote of Security Holders
- Other Information
Signatures
2
<PAGE>
BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- ------------
(UNAUDITED)
<S> <C> <C>
Assets
Current Assets:
Cash $ 454,000 $ 803,000
Trade receivables, less
allowance of $45,000 and
$15,000 for doubtful accounts 1,062,000 1,087,000
Prepaid expenses and other 137,000 99,000
---------- ----------
Total Current Assets 1,653,000 1,989,000
---------- ----------
Property and Equipment:
Machinery and equipment 2,142,000 2,000,000
Machinery and equipment under
capital lease obligations 191,000 191,000
Leasehold improvements 680,000 647,000
Office furniture and equipment 79,000 79,000
---------- ----------
3,092,000 2,917,000
Less accumulated depreciation
and amortization 2,668,000 2,487,000
---------- ----------
Net Property and Equipment 424,000 430,000
Certificate of Deposit 150,000 -
Other Assets 128,000 75,000
---------- ----------
Total Assets $2,355,000 $2,494,000
---------- ----------
---------- ----------
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(CONCLUDED)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- ------------
(UNAUDITED)
<S> <C> <C>
Liabilities and Shareholders' Equity
Current Liabilities:
Line of credit $ - $ -
Trade accounts payable 250,000 213,000
Accrued liabilities:
Payroll, compensation and
related expenses 250,000 256,000
Other 141,000 121,000
Income tax payable - 49,000
Current maturities of long-
term debt 36,000 58,000
---------- ----------
Total Current Liabilities 677,000 697,000
Long-Term Debt, less current
maturities 65,000 89,000
---------- ----------
Total Liabilities 742,000 786,000
---------- ----------
Minority Interest 27,000 -
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;
issued 1,722,052 and 1,652,016
and outstanding 1,633,792 and
1,563,756 17,000 17,000
Additional paid-in capital 2,569,000 2,532,000
Accumulated deficit (897,000) (715,000)
Translation adjustment - (23,000)
---------- ----------
1,689,000 1,811,000
Less common stock in treasury,
at cost, 88,260 shares (103,000) (103,000)
---------- ----------
Total Shareholders' Equity 1,586,000 1,708,000
---------- ----------
Total Liabilities and
Shareholders' Equity $2,355,000 $2,494,000
---------- ----------
---------- ----------
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
IN THOUSANDS EXCEPT SHARE DATA
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
------------------- -------------------
1997 1996 1997 1996
------ ------ ------ ------
<S> <C> <C> <C> <C>
Sales of Services
United States $1,836 $1,915 $4,826 $4,382
Mexico 109 204 381 708
------ ------ ------ ------
Total Sales of Services 1,945 2,119 5,207 5,090
Cost of Services Sold 1,456 1,320 4,121 3,455
------ ------ ------ ------
Gross Profit 489 799 1,086 1,635
------ ------ ------ ------
Selling, general and
administrative 439 407 1,303 1,154
------ ------ ------ ------
Operating Profit (Loss) 50 392 (217) 481
Other Income (Expense):
Interest income 7 8 26 15
Interest expense (4) (11) (14) (42)
Translation gain/loss 2 (5) (14) (5)
Other 2 (2) 5 11
------ ------ ------ ------
Total Other Income
(Expense) 7 (10) 3 (21)
------ ------ ------ ------
Income (Loss) before
Income Taxes 57 382 (214) 460
Provision for Income Taxes - - - -
Minority Interest in Loss
of Subsidiary 13 - 32 -
------ ------ ------ ------
Net Income (Loss) for
the period $ 70 $ 382 $ (182) $ 460
------ ------ ------ ------
------ ------ ------ ------
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
IN THOUSANDS EXCEPT SHARE DATA
(UNAUDITED)
(CONTINUED)
<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
------------------- -------------------
1997 1996 1997 1996
------ ------ ------ ------
<S> <C> <C> <C> <C>
Per Share Data:
Net Income (Loss)
Per share $ .04 $ .23 $ (.11) $ .28
------ ------ ------ ------
------ ------ ------ ------
Weighted average common
shares outstanding 1,633,792 1,652,016 1,603,050 1,652,016
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE>
BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH
IN THOUSANDS EXCEPT SHARE DATA
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED SEPT.30, ENDED SEPT.30,
--------------- --------------
1997 1996 1997 1996
----- ----- ----- -----
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) for
the period $ 70 $ 382 $(182) $ 460
Items not affecting cash
Depreciation and
amortization 72 102 212 312
Bad debt expense 6 6 18 14
Minority interest share in
loss of subsidiary (13) - (32) -
Other - (2) 23 2
Increase in operating
assets net of
operating liabilities (25) (17) (94) (26)
----- ----- ----- -----
Cash Provided by (Used In)
Operating Activities 110 471 (55) 762
----- ----- ----- -----
CASH FLOWS USED IN INVESTING
ACTIVITIES
Purchase of property and
equipment (52) (57) (194) (170)
----- ----- ----- -----
CASH FLOWS FROM FINANCING
ACTIVITIES
Purchase of certificate
of deposit (150) - (150) -
Exercise of stock options - - 37 -
Increase in long-term debt - - - 148
Reduction in long-term debt (14) (43) (46) (180)
Increase (decrease) in
short term borrowings (26) (21) - (84)
Minority interest
contributions 9 - 59 -
----- ----- ----- -----
Cash Provided by (Used In)
Financing Activities (181) (64) (100) (116)
----- ----- ----- -----
Increase (decrease) in cash (123) 350 (349) 476
Cash-beginning of period 577 296 803 170
----- ----- ----- -----
Cash-end of period $ 454 $ 646 $ 454 $ 646
----- ----- ----- -----
----- ----- ----- -----
</TABLE>
See accompanying notes to consolidated financial statements.
7
<PAGE>
BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
IN THOUSANDS EXCEPT SHARE DATA
INCREASE (DECREASE) IN CASH
(UNAUDITED)
(CONTINUED)
<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
------------------- -------------------
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Decrease (increase) in
operating assets net of
operating liabilities
Trade receivables $(150) $(184) $ 7 $ (24)
Due from affiliate - 3 - 1
Other current assets - 54 (38) 75
Accounts payable and
accrued liabilities 104 114 51 (69)
Income tax payable - (49) -
Other 21 (4) (65) (9)
----- ----- ----- -----
Total - net $ (25) $ (17) $ (94) $ (26)
----- ----- ----- -----
----- ----- ----- -----
Cash paid during the
period for interest $ 4 $ 11 $ 14 $ 42
----- ----- ----- -----
----- ----- ----- -----
Cash paid during the
period for income taxes $ - $ - $ 49 $ -
----- ----- ----- -----
----- ----- ----- -----
</TABLE>
See accompanying notes to consolidated financial statements.
8
<PAGE>
BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
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 subsidiaries,
as of September 30, 1997 and the results of their operations and their cash
flows for the three months and the nine months ended September 30, 1997 and
1996. The accounting policies followed by the Company are set forth in the
Notes to Consolidated Financial Statements in the 1996 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. SHAREHOLDERS' EQUITY
During the three months ended June 30, 1997 70,036 shares of common stock
were issued upon the exercise of stock options ranging in price from $.90
to $1.00 per share.
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.
9
<PAGE>
BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the consolidated
financial statements and related notes included elsewhere herein. The Company's
future operating results may be affected by various trends and factors which are
beyond the Company's control. These include, among other factors, the
competitive environment in which the Company operates, future capital needs,
uncertainty of government contracts, uncertainties in revenue due to
fluctuations in weather, and other uncertain business conditions that affect the
Company's businesses.
With the exception of historical information, the matters discussed below under
the headings "Results of Operations" and "Capital Resources and Liquidity" may
include forward-looking statements that involve risks and uncertainties. The
Company wishes to caution readers that a number of important factors discussed
herein, and in other reports filed with the Securities and Exchange Commission,
could affect the Company's actual results and cause actual results to differ
materially from those in the forward-looking statements.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
Sales of services for the three months ended September 30, 1997 of $1,945,000
represents a decrease of $174,000 (8.2%) from the same period in 1996. The
Environmental Division experienced a decrease of $2,000 (.2%) primarily due to
volume decreases of $313,000 (26.7%) from existing customers. These decreases
were offset by two new customers' one-time projects which generated sales of
$311,000 in the three months ended September 30, 1997. These projects will
continue through November, 1997. Environmental sales for the remaining three
months are expected to equal 1996 sales levels for the same period. The Mineral
Division experienced a decrease of $172,000 (18.2%) over the same period in
1996. Mineral sales in the United States decreased $77,000 (10.3%) due to
volume decreases of $171,000 (23.0%) from existing customers, offset by new
Peruvian customers' sales of $94,000. Mineral sales in Mexico decreased $77,000
(10.4%) from the same period in 1996 primarily due to volume decreases from
existing customers. Mineral sales for the remaining three months of 1997 are
expected to equal 1996 sales levels for the same period.
10
<PAGE>
BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
(CONTINUED)
RESULTS OF OPERATIONS (CONTINUED)
THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (CONTINUED)
Gross profit as a percentage of sales for the three months ended September 30,
1997 was 25.1% as compared to 37.7% for the same period in 1996. This decrease
of 12.6% was due primarily to lower Mineral Division sales, higher production
costs (labor, supplies, and outside services) in both divisions, and one-time
start-up operating costs associated with the Mineral Division's new sample
preparation facility in Managua, Nicaragua. Additionally, Environmental sales
of $311,000 in the three months ended September 30, 1997 were priced
competitively lower which contributed to the period's lower gross profit.
Operating expenses for the three months ended September 30, 1997 of $439,000
increased by $32,000 (7.8%) from the same period in 1996 due primarily to higher
selling expenses (commissions, advertising, and travel), and higher general and
administrative expenses (payroll, directors' fees/expenses, and travel).
Other income for the three months ended September 30, 1997 was $7,000, compared
to net expenses of $10,000 for the same period in 1996. This increase of
$17,000 was due primarily to higher other income, lower interest expense, and
translation gain in the 1997 period.
For the three months ended September 30, 1997, after the elimination of the
minority interest in loss of subsidiary of $13,000, the Company had net income
of $70,000 compared to net income of $382,000 for the same period in 1996. This
decrease of $312,000 (81.7%) was due primarily to higher production costs in
both divisions, costs associated with the Mineral Division's expansion into
Central and South America, Environmental sales of $311,000 at a lower gross
profit percentage, and higher selling/general administrative expenses, offset by
lower interest expense, translation gain, and higher other income.
11
<PAGE>
BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
(CONTINUED)
RESULTS OF OPERATIONS (CONTINUED)
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
Sales of Services for the nine months ended September 30, 1997 of $5,207,000
represents an increase of $117,000 (2.2%) from the same period in 1996. The
Environmental Division experienced a decrease of $7,000 (.2%) due to volume
decreases of $318,000 (8.4%) from existing customers. These decreases were
offset by two new customers' one-time projects which generated sales of $311,000
in the nine months ended September 30, 1997. These projects should continue
through November, 1997. Environmental sales for the remaining three months of
1997 are expected to be the same as sales levels in 1996 for the same period.
The Mineral Division experienced an increase of $124,000 (5.4%) due primarily to
volume increases of $354,000 (22.4%) from existing Mineral United States
customers and new Peruvian clients' sales of $97,000. Mineral sales in Mexico
decreased $327,000 (46.2%) from the same period in 1996 due primarily to volume
decreases from existing customers. Mineral sales for the remaining three months
of 1997 are expected to equal 1996 sales levels for the same period.
Gross profit as a percentage of sales for the nine months ended September 30,
1997 was 20.9% as compared to 32.1% for the same period in 1996. This decrease
of 11.2% was due primarily to higher production costs (labor, supplies, and
outside services) in both divisions, Environmental sales of $311,000 at a lower
gross profit percentage, and the Mineral Division's costs associated with
expansion into Central and South America.
Operating expenses for the nine months ended September 30, 1997 of $1,303,000
increased by $149,000 (12.9%) from the same period in 1996 due primarily to
higher selling expenses (commissions, travel, advertising, and convention), and
higher general/administrative expenses (salaries, supplies, professional fees,
Director's fees/ expenses) and annual meeting/proxy expenses.
Other income for the nine months ended September 30, 1997 was $3,000 compared to
operating expenses of $21,000 for the same period in 1996. This increase of
$24,000 was due primarily to higher interest income and lower interest expense,
offset by lower miscellaneous income and higher translation loss.
12
<PAGE>
BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
(CONTINUED)
RESULTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (CONTINUED
For the nine months ended September 30, 1997, after the elimination of the
minority interest in loss of subsidiary of $32,000, the Company had a net loss
of $182,000 compared to net income of $460,000 for the same period in 1996.
This decrease of $642,000 was due primarily to higher production costs,
Environmental sales of $311,000 at a lower gross profit percentage, costs
associated with expansion into Central and South America, higher selling/
general administrative expenses, and translation loss, offset by higher interest
income and lower interest expense.
CAPITAL RESOURCES AND LIQUIDITY
Cash totaled $454,000 at September 30, 1997, compared with $803,000 at December
31, 1996. The $349,000 decrease in cash resulted from cash used in operating
activities of $55,000, cash used in the purchase of property and equipment of
$194,000, and cash used in financing activities of $100,000.
Cash used in operating activities of $55,000 resulted from the net loss of
$182,000, an increase in net operating assets net of operating liabilities of
$94,000, and the minority interest share in loss of subsidiary of $32,000,
offset by the effect of certain non-cash reconciling items (primarily
depreciation and amortization) of $253,000.
Cash used for the purchase of property and equipment of $194,000 was for
leasehold improvements and equipment to increase the capacity in the Mineral
Division analytical lab, the acquisition of equipment for the Peruvian
subsidiary, and the acquisition of equipment for the Nicaraguan subsidiary.
Cash used in financing activities of $100,000 consisted of the purchase of a
$150,000 in the certificate of deposit which is security for the $150,000 letter
of credit required by the Colorado Department of Health and decrease in long
term debt of $46,000, offset by cash provided by the exercise of stock options
of $37,000 and minority interest contributions of $59,000 in the Peruvian
subsidiary, .
13
<PAGE>
BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
(CONTINUED)
CAPITAL RESOURCES AND LIQUIDITY (CONTINUED)
The $150,000 letter of credit is 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 of the Company believes that additional capital is required to fund
the expansion of its environmental and mineral services business and to improve
overall Company liquidity. Management is currently evaluating potential funding
sources to obtain additional debt or equity financing. Should the receipt of
additional funding be delayed, the continued growth of the Company's business
may be negatively impacted.
INCOME TAXES AND NET OPERATING LOSS CARRYFORWARDS
At September 30, 1997 the Company has alternative minimum tax credits of
approximately $33,000 available to offset future federal income taxes on an
indefinite carryforward basis and unused net operating loss carryforwards of
approximately $3,500,000. Such net operating loss carryforwards expire in
varying amounts from 1997 to 2012 and are subject to certain limitations under
the Internal Revenue Code.
At September 30, 1997 a valuation allowance of approximately $1,300,000 has been
recorded as Management of the Company is not able to determine that it is more
likely than not that the deferred tax asset will be realized.
INFLATION
Inflation was not a material factor in either the sales or the operating
expenses of the Company during the periods presented herein.
14
<PAGE>
BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
PART II
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On Tuesday, July 22, 1997, pursuant to proper notice to stockholders, the
Company held its Annual Meeting of Stockholders at the Sheraton Denver, West,
Lakewood, Colorado. At the meeting, the following incumbent directors were
elected by the indicated vote to serve as directors until the next Annual
Meeting of Stockholders or until their successors are elected and qualified.
NOMINEE FOR
R. Scott Asen 1,287,926
Anthony R. Barringer 1,287,926
John P. Holmes 1,287,926
J. Francis Lavelle 1,287,926
Robert H. Walker 1,287,926
Randolph Ware 1,287,926
C.F. Wasser, III 1,287,926
In addition to the election of directors, the following business was brought
before and voted upon at the Annual Meeting of Stockholders.
a) Stockholders approved the 1997 Long-Term Incentive Plan ("1997 Plan").
1997 Plan is to provide key management employees of the Company with
added incentives to continue in the long-term service of the Company
and to create in such employees a more direct interest in the future
success of the Company by relating compensation to increases in
stockholder value, so that the income of key management employees is
more closely aligned with the income of the stockholders of the
Company. 1997 Plan is also designed to attract key employees and to
retain and motivate participating employees by providing an opportunity
for investment in the Company. 1997 Plan will be administered by the
Board of Directors or through an Incentive Plan Committee appointed by
the Board of Directors and consisting of not less than two persons,
all of whom must be non-employee directors. 1997 Plan reserves 120,000
shares of the Company's common stock for issuance. Any shares that are
are the subject of an award under the 1997 Plan which has lapsed or
expired unexercised or unissued will automatically become available for
reissue under the 1997 Plan.
15
<PAGE>
BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
PART II (CONTINUED)
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(CONTINUED)
The exercise prices, vesting schedules, and other pertinent terms of
the 1997 Plan will be determined by the Committee, but no exercise
price for an incentive stock option will be less than the fair market
value of the stock on the date the option in granted. 1997 Plan was
approved by a vote of 968,001 for and 84,500 against.
(b) Stockholders also approved the non-employee Directors Stock Option
Plan (the "Non-Employee Directors Plan"). The Non-Employee Directors
Plan provides for the grant of Stock Options to Non-Employee Directors
of the Company and its affiliated corporations in order to encourage
and provide incentives for high level performance by the Non-Employee
Directors of the Company. The maximum number of shares of common
stock that may be subject to stock options under the Non-Employee
Directors' Plan is 30,000 shares. On adoption of the non-Employee
Directors' Plan or upon initial election or appointment of a non-
employee director to the Board of Directors of the Company, he or she
shall be granted a stock option to purchase 1,000 shares of common
stock. In addition, each non-employee director shall be granted a
stock option to purchase 1,000 shares of common stock effective as to
each anniversary date of the initial grant of a stock option to such
director. Each stock option granted under the Non-Employee Directors'
Plan shall be vested one-third on the date of grant, one-third upon
the first yearly anniversary date of a grant and the final one-third
upon the second yearly anniversary date of the grant. The purchase
price per share of common stock for the shares to be purchased
pursuant to the exercise of stock option will be 100% of the fair
market value of the common stock on the date of grant of the option.
Non-Employee Directors' Plan was approved by a vote of 1,171,970 for
and 92,100 against.
(c) Stockholders also ratified the appointment of BDO Seidman LLP as
independent auditors for the Company's fiscal year ending December 31,
1997 by a vote of 1,286,926 for and 1,000 against.
16
<PAGE>
BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
PART II (CONTINUED)
ITEM 5. OTHER INFORMATION
Subsequent to September 30, 1997, Robert H. Walker, resigned as President, Chief
Executive Officer and Director of the Company to pursue other interests. Mr.
Walker's final compensation package consisted of six months of pay and fringe
benefits, as well as the Company's purchase of 35,183 shares of its Common Stock
from Mr. Walker at $2.00 a share. Additionally, the Company purchased and
cancelled Mr. Walker's 33,000 vested options at a price of equal to the
difference between the options' exercise price and $2.00 per share.
17
<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: October 29, 1997 By: /s/ Charles E. Ramsay
--------------------------- -------------------------------
Charles E. Ramsay
Chief Financial Officer
18
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 454,000
<SECURITIES> 0
<RECEIVABLES> 1,062,000
<ALLOWANCES> 45,000
<INVENTORY> 0
<CURRENT-ASSETS> 1,653,000
<PP&E> 3,092,000
<DEPRECIATION> 2,668,000
<TOTAL-ASSETS> 255,500
<CURRENT-LIABILITIES> 677,000
<BONDS> 0
0
0
<COMMON> 17,000
<OTHER-SE> 1,569,000
<TOTAL-LIABILITY-AND-EQUITY> 2,355,000
<SALES> 0
<TOTAL-REVENUES> 5,207,000
<CGS> 4,121,000
<TOTAL-COSTS> 4,121,000
<OTHER-EXPENSES> 1,268,000
<LOSS-PROVISION> 24,000
<INTEREST-EXPENSE> 14,000
<INCOME-PRETAX> (182,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (182,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (182,000)
<EPS-PRIMARY> (.11)
<EPS-DILUTED> 0
</TABLE>
