-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DAZm4ef49+1RWyGfKjUmP87uybFtucRMHWOHx906syKAwLjOI2RCsP9nnBIz1rgz i7MWtRR75MTkvChIrgvkhg== 0000950110-00-000436.txt : 20000505 0000950110-00-000436.hdr.sgml : 20000505 ACCESSION NUMBER: 0000950110-00-000436 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARRINGER TECHNOLOGIES INC CENTRAL INDEX KEY: 0000010119 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 840720473 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-03207 FILM NUMBER: 618713 BUSINESS ADDRESS: STREET 1: 219 SOUTH STREET CITY: NEW PROVIDENCE STATE: NJ ZIP: 07974 BUSINESS PHONE: 9086658200 MAIL ADDRESS: STREET 1: 219 SOUTH STREET CITY: NEW PROVIDENCE STATE: NJ ZIP: 07974 FORMER COMPANY: FORMER CONFORMED NAME: BARRINGER RESOURCES INC DATE OF NAME CHANGE: 19910331 FORMER COMPANY: FORMER CONFORMED NAME: BARRINGER RESEARCH INC DATE OF NAME CHANGE: 19800821 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 March 31, 2000 OR __ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to _______________ Commission file number 0-3207 BARRINGER TECHNOLOGIES INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 84-0720473 - ------------------------------- ---------------------- (STATE OR OTHER JURISDICTION OF (IRS EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 30 TECHNOLOGY DRIVE, WARREN, NEW JERSEY 07059 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (908) 222-9100 ---------------------------------------------------- (Registrant's telephone number, including area code) ---------------------------------------------------- (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST REPORT) 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 1939 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Common stock, $0.01 par value - outstanding as of May 2, 2000 - 7,195,902 shares BARRINGER TECHNOLOGIES INC. AND SUBSIDIARIES INDEX Part I--Financial Information Page No. Item 1. Financial Statements. --Consolidated Balance Sheets as of March 31, 2000 (unaudited) and December 31, 1999 3 --Consolidated Statements of Income (unaudited) for the three months ended March 31, 2000 and 1999 5 --Consolidated Statement of Stockholders' Equity and Comprehensive Income 6 --Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2000 and 1999 7 --Notes to Consolidated Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 10 Item 3. Quantitative and Qualitative Disclosures about Market Risk. 12 Part II--Other Information 14 Signatures 15 Exhibits 16 -2- Part I--Item 1. Financial Statements BARRINGER TECHNOLOGIES INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
ASSETS March 31, Dec. 31, 2000 1999 ------------ ------------ (unaudited) Current assets: Cash and cash equivalents $ 26,610,000 $ 26,933,000 Marketable securities 1,675,000 1,178,000 Trade receivables, less allowances of $400,000 and $393,000 7,453,000 7,397,000 Inventories 6,579,000 5,543,000 Prepaid expenses and other 1,221,000 1,154,000 Deferred tax asset 2,512,000 2,677,000 ------------ ------------ Total current assets 46,050,000 44,882,000 Property and equipment 2,363,000 2,309,000 Other assets 1,775,000 1,574,000 ------------ ------------ Total assets $ 50,188,000 $ 48,765,000 ============ ============
See notes to consolidated financial statements. -3- BARRINGER TECHNOLOGIES INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY March 31, Dec. 31, 2000 1999 ------------ ------------ (unaudited) Current liabilities: Accounts payable $ 1,639,000 $ 1,055,000 Accrued liabilities 487,000 247,000 Accrued payroll and related taxes 879,000 1,122,000 Accrued commission payable 156,000 175,000 Unearned revenues 625,000 314,000 ------------ ------------ Total current liabilities 3,786,000 2,913,000 Non-current liabilities 748,000 599,000 ------------ ------------ Total liabilities 4,534,000 3,512,000 ------------ ------------ Stockholders' equity: Convertible preferred stock, $1.25 par value, 1,000,000 shares authorized, none outstanding Preferred stock, $2.00 par value, 4,000,000 shares authorized: 270,000 shares designated class A convertible preferred stock, 35,000 shares outstanding less discount of $28,000 42,000 42,000 730,000 shares designated class B convertible preferred stock, 23,000 shares outstanding 45,000 45,000 Common stock, $.01 par value, 20,000,000 shares authorized, 7,865,000 shares outstanding 79,000 79,000 Additional paid-in capital 52,917,000 54,776,000 Accumulated deficit (2,581,000) (3,090,000) Foreign currency translation (780,000) (742,000) ------------ ----------- 49,722,000 51,110,000 Less: common stock in treasury at cost, 667,000 and 958,000 shares, respectively (4,068,000) (5,857,000) ------------ ------------ Total stockholders' equity 45,654,000 45,253,000 ------------ ------------ Total liabilities and stockholders' equity $ 50,188,000 $ 48,765,000 ============ ============
See notes to consolidated financial statements. -4- BARRINGER TECHNOLOGIES INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, (UNAUDITED)
2000 1999 ---------------- ------------- Revenues $ 4,783,000 $ 4,893,000 Cost of revenues 2,391,000 2,016,000 ---------------- ------------- 2,392,000 2,877,000 ---------------- ------------- Operating expenses: Selling, general and administrative 1,621,000 1,674,000 Business development 111,000 194,000 Product development 291,000 504,000 ---------------- ------------- 2,023,000 2,372,000 ---------------- ------------- Operating income 369,000 505,000 ---------------- ------------- Other income (expense): Interest income 392,000 486,000 Other, net 8,000 16,000 ---------------- ------------- 400,000 502,000 ---------------- ------------- Income before income taxes 769,000 1,007,000 Income tax provision (note 2) 260,000 377,000 ---------------- ------------- Income from continuing operations 509,000 630,000 Operation sold, net of tax -- (130,000) ---------------- ------------- Net income 509,000 500,000 ---------------- ------------- Preferred stock dividend requirements (2,000) (2,000) ---------------- ------------- Net income attributable to common stockholders $ 507,000 $ 498,000 ================ ============= Basic earnings per share data (note 3): Continuing operations $ 0.07 $ 0.08 Operation sold -- (0.02) ---------------- ------------- $ 0.07 $ 0.06 ================ ============= Diluted earnings per share (note 3) Continuing operations $ 0.07 $ 0.08 Operation sold -- (0.02) ---------------- ------------- $ 0.07 $ 0.06 ================ ============= Weighted average common and common equivalent shares outstanding: Basic 7,092,000 7,712,000 ================ ============= Diluted 7,513,000 8,397,000 ================ =============
See notes to consolidated financial statements. -5- BARRINGER TECHNOLOGIES INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
Class A Preferred Class B Preferred Common Stock Stock Stock ---------------------- --------------------- ---------------------- Total Equity Shares Amount Shares Amount Shares Amount -------------- ---------- ----------- ---------- ---------- ---------- ---------- Balance--January 1, 2000 $ 45,253 7,865 $ 79 35 $ 42 23 $ 45 Net income 509 Translation adjustment (38) Comprehensive Income Exercise of stock options and warrants 72 Repurchase of common stock (142) --------- ------ ------ ---- ------ ---- ----- Balance--March 31, 2000 $ 45,654 7,865 $ 79 35 $ 42 23 $ 45 ========= ====== ====== ==== ====== ==== ===== Paid-in Translation Treasury Comprehensive Capital* Deficit Adjustment Stock Income ------------ ----------- ------------- ----------- -------------- Balance--January 1, 2000 $ 54,776 $ (3,090) $ (742) $ (5,857) Net income 509 $ 509 Translation adjustment (38) (25) --------- Comprehensive Income $ 484 ========= Exercise of stock options and warrants (1,859) 1,931 Repurchase of common stock (142) ---------- --------- -------- --------- Balance--March 31, 2000 $ 52,917 $ (2,581) $ (780) $ (4,068) ========== ========== ======== =========
- ----------------- * At March 31, 2000, net of notes receivable of $1,921 from the sale of stock. See notes to consolidated financial statements. -6- BARRINGER TECHNOLOGIES INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED MARCH 31, (UNAUDITED)
2000 1999 ------------- ------------- OPERATING ACTIVITIES Net Income $ 509,000 $ 500,000 Items not affecting cash: Depreciation and amortization 249,000 218,000 Inventory and accounts receivable reserves 7,000 42,000 Deferred tax provision (benefit) 165,000 250,000 Other (38,000) (35,000) Increase in non-cash working capital balances (293,000) (461,000) ------------- ------------- Cash provided by operating activities 599,000 514,000 ------------- ------------- INVESTING ACTIVITIES Purchase of equipment and other (355,000) (316,000) Purchase of marketable securities (497,000) (1,956,000) ------------- ------------- Cash used in investing activities (852,000) (2,272,000) ------------- ------------- FINANCING ACTIVITIES Acquisition of treasury stock (142,000) (2,505,000) Repayment of loan from employee -- 65,000 Warrant and option exercises 72,000 28,000 ------------- ------------- Cash used in financing activities (70,000) (2,412,000) ------------- ------------- Decrease in cash and cash equivalents (323,000) (4,170,000) Cash and cash equivalents at beginning of period 26,933,000 18,802,000 ------------- ------------- Cash and cash equivalents at end of period $ 26,610,000 $ 14,632,000 ============= ============= CHANGES IN COMPONENTS OF NON-CASH WORKING CAPITAL BALANCES RELATED TO OPERATIONS Receivables $ (63,000) $ 768,000 Inventory (1,036,000) (1,241,000) Other current assets (67,000) (277,000) Accounts payable and accrued expenses 873,000 289,000 ------------- ------------- Increase in non-cash working capital balances $ (293,000) $ (461,000) ============= ============= Cash paid during the period for income taxes $ 57,000 $ 210,000 ============= =============
See notes to consolidated financial statements. -7- BARRINGER TECHNOLOGIES INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. In the opinion of the Company, the unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the consolidated financial position of the Company as of March 31, 2000 and the results of its operations and its cash flows for the three months ended March 31, 2000 and 1999, respectively. The accounting policies followed by the Company are set forth in the Notes to Consolidated Financial Statements in the audited consolidated financial statements of Barringer Technologies Inc. and Subsidiaries included in its Annual Report on Form 10-K for the year ended December 31, 1999. This report should be read in conjunction therewith. The results of operations for the three months ended March 31, 2000 are not necessarily indicative of the results to be expected for any other interim period or for the full year. Certain items in the 1999 consolidated financial statements have been reclassified to conform to the 2000 presentation. 2. At March 31, 2000, the gross deferred tax asset of $2,512,000 included $445,000 and $2,067,000 related to the Company's Canadian and U.S. operations, respectively. The deferred tax liability of $313,000 is due to product development costs of the Company's U.S. operations. Based on historical results and estimated 2000 earnings, which include earnings from certain contracts, as well as available tax planning strategies, management considers realization of the unreserved deferred tax asset more likely than not. 3. Basic and diluted earnings per share from continuing operations have been computed as follows:
Per Income Shares Share (Numerator) (Denominator) Amount ------------- ------------- ------- For the three months ended March 31, 2000: Basic Earnings Per Share Income attributable to common shareholders from continuing operations 507,000 7,092,000 $ 0.07 ====== Effect of dilutive securities Warrants and options 401,000 Convertible preferred dividend requirements 2,000 20,000 ---------- ----------- Diluted Earnings Per Share Income attributable to common stockholders and assumed conversions from continuing operations $ 509,000 7,513,000 $ 0.07 ========== =========== ====== For the three months ended March 31, 1999: Basic Earnings Per Share Income attributable to common shareholders from continuing operations 628,000 7,712,000 $ 0.08 ====== Effect of dilutive securities Warrants and options 663,000 Convertible preferred dividend requirements 2,000 22,000 ----------- ----------- Diluted Earnings Per Share Income attributable to common stockholders and assumed conversions from continuing operations $ 630,000 8,397,000 $ 0.08 =========== =========== ======
-8- 4. On April 30, 1998, the Company acquired all of the outstanding capital stock of DigiVision, Inc. ("DigiVision"), a San Diego-based developer of video enhancement products in a business combination accounted for as a purchase. Effective June 30, 1999, the Company determined that it would dispose of DigiVision and on December 15, 1999, sold all of the outstanding capital stock of DigiVision to a group comprised of DigiVision senior management. Accordingly, the financial results of DigiVision have been accounted for as a discontinued operation and reported as an operation sold. The selling price consisted of a $500,000 interest bearing note which, if not paid by December 31, 2000, will increase to $1,000,000. In addition, the Company will be entitled to receive an earn-out based upon annual revenues in excess of $2,000,000. The Company will recognize income on the note receivable and the earn-out when collectibility is reasonably assured. For the three months ended March 31, 1999, DigiVision's revenues were $324,000 and its net operating loss was $130,000. 5. On January 19, 2000, the Company granted options to acquire 37,500 shares of the Company's Common Stock to 10 employees at an exercise price of $5.75. These options were issued under the Employee Plans. On February 21, 2000, the Company granted options to the Company's executive officers and directors to acquire 465,000 shares of the Company's Common Stock at $5.03 per share. These options are exercisable on November 21, 2006 and expire on February 21, 2007. However, they can be exercised as to 25% at an earlier time if and when the Company's Common Stock trades for $8.50 or higher for at least 30 consecutive days; as to 50% if and when the Company's Common Stock trades for $11.00 or higher for at least 30 consecutive days; as to 75% if and when the Company's Common Stock trades for $12.50 or higher for at least 30 consecutive days; and as to 100% if and when the Company's Common Stock trades for $15.00 or higher for at least 30 consecutive days. These options were issued under the Employee Plans. -9- Part I --Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. The following table presents certain income and expense items from the Company's consolidated statements of operations expressed as a percentage of revenues for the following periods: PERCENTAGE OF TOTAL REVENUE
THREE MONTHS ENDED MARCH 31, 2000 1998 ---------- ---------- STATEMENT OF OPERATIONS DATA: Revenues from operations................................ 100.0 100.0 Cost of Revenues........................................ 50.0 41.2 ---------- ---------- Gross Profit............................................ 50.0 58.8 Selling, General and Administrative Expenses............ 33.9 34.2 Business Development.................................... 2.3 4.0 Product Development..................................... 6.1 10.3 ---------- ---------- Operating Income ....................................... 7.7 10.3 Other Income, Net....................................... 8.4 10.3 Income Tax Provision.................................... (5.5) (7.7) ---------- ---------- Net Income ............................................. 10.6 12.9 Preferred Stock Dividend Requirements................... * * ---------- ---------- Net Income Attributable to Common Stockholders.......... 10.6 12.9 ========== ==========
- --------------- * Less than .5%. COMPARISON OF THE QUARTER ENDED MARCH 31, 2000 COMPARED TO THE QUARTER ENDED MARCH 31, 1999 Revenues. For the quarter ended March 31, 2000, revenues decreased by $110,000, or 2.2%, to $4.8 million from $4.9 million for the quarter ended March 31, 1999. Revenues decreased due to a decline in average unit selling price, partially offset by increases in unit sales and increases of consumables, spares and other revenues. Consumables, spares, service and other revenues represented 33.7% of revenues for the quarter ended March 31, 2000 as compared to 25.1% in the same quarter last year. Revenues were favorably impacted by unit sales of the SABRE 2000 introduced in the fourth quarter of 1999. Gross Profit. For the quarter ended March 31, 2000, gross profit decreased by $485,000, or 16.9%, to $2.4 million from $2.9 million in the 1999 period. As a percentage of revenues, gross profit decreased to 50.0% in the quarter ended March 31, 2000 from 58.8% in the 1999 period. The decrease was attributable to an unfavorable shift in product mix, an expansion of the product service department ahead of anticipated revenues and a decrease in average unit selling price. Selling, General and Administrative. For the quarter ended March 31, 2000, selling, general and administrative expenses decreased by approximately $53,000, or 3.2%, to $1.6 million. As a percentage of revenues, selling, general and administrative expenses decreased to 33.9% in the 2000 period from 34.2% in the 1999 period. Selling and marketing expenses decreased by approximately $179,000, primarily due to decreased commission expense. General and administrative expenses increased by $126,000, primarily due to increased payroll costs and occupancy expense. Business Development. For the quarter ended March 31, 2000, business development expenses decreased by $83,000, or 42.8% to $111,000 from $194,000 in the 1999 period. The decrease was the result of lower payroll expenses. Product Development. For the quarter ended March 31, 2000, product development expenses decreased by $213,000, or 42.3%, to $291,000 from $504,000 in the 1999 period. As a percentage of revenues, product development expenses decreased to 6.1% for the quarter ended March 31,2000 from 10.3% in the 1999 period. Product development expenses in the 1999 period primarily included work on the development of the SABRE 2000, which was substantially completed in the fourth quarter of 1999. Operating Income. For the quarter ended March 31, 2000, operating income decreased by $136,000, or 26.9%, to $369,000 from $505,000 in the 1999 period. As a percentage of revenues, operating income decreased -10- to 7.7% from 10.3% in the 1999 period. The decrease was due to the combination of factors noted above. Other Income and Expense. For the quarter ended March 31, 2000, other income decreased by $102,000, or 20.3%, to $400,000 from $502,000 in the 1999 period. The decrease was attributable to a decrease in investment and other interest income of $94,000, or 19.3%, to $392,000 as compared to $486,000 in the same period in 1999, primarily as a result of lower cash balances. Income Taxes. For the quarter ended March 31, 2000, the Company had a tax provision of $260,000, as compared to $377,000 in the 1999 period. The Company anticipates an effective tax rate of approximately 34% as compared to 37% for the same period in 1999. CAPITAL RESOURCES AND LIQUIDITY Cash provided by operations was $599,000 in the three months ended March 31, 2000, as compared to $514,000 for the same period in 1999. Cash provided by operations in the three months ended March 31, 2000 resulted primarily from net income of $509,000, depreciation, amortization and changes in reserves of $421,000, partially offset by net increases in working capital items. Cash provided by operations in the three months ended March 31, 1999, resulted primarily from net income of $500,000, depreciation, amortization and changes in reserves of $510,000, partially offset by net increases in working capital items. Cash used in investing activities was $852,000 in the three months ended March 31, 2000, and $2.3 million in the same period in 1999. Cash used in investing activities in the three months ended March 31, 2000 resulted from the purchase of $497,000 of marketable securities and the purchase of $355,000 of equipment. Cash used in investing activities in the three months ended March 31, 1999, resulted from the purchase of $2.0 million of marketable securities and $316,000 of equipment. Cash used in financing activities was $70,000 in the three months ended March 31, 2000, and $2.4 million in the same period in 1999. Cash used in financing activities in the three months ended March 31, 2000 resulted from repurchases of common stock, partially offset by the exercise of options and warrants. Cash used in financing activities in the three months ended March 31, 1999 resulted primarily from the repurchase of common stock, partially offset by the exercise of options and warrants and partial repayment of a loan from employee. The Company's capital expenditures in the three months ended March 31, 2000 aggregated approximately $355,000. Such expenditures consisted primarily of equipment and computers. The Company believes that it will require approximately $600,000 in additional capital investment in tooling, equipment, and facility improvements for the remainder of 2000. The Company has a $5.0 million unsecured credit facility with Fleet Bank, N.A. to be used for general working capital purposes, including the issuance of standby letters of credit. At March 31, 2000, $1.3 million in standby letters of credit were issued and outstanding and $3.7 million was available under this Facility. At December 31, 1999, the Company had approximately $5.8 million of tax loss carryforwards to offset future taxable income in the U.S and $3.7 million of expenses available to offset future taxable income in Canada. As of March 31, 2000, the Company had cash and cash equivalents of $26.6 million and marketable securities of $1.7 million. The Company believes that its existing cash balances, marketable securities and income from operations in future periods will be sufficient to fund its working capital requirements for at least the next twelve months. The Company has a common stock repurchase program under which it is authorized to repurchase up to 2,000,000 shares of the Company's outstanding Common Stock. As of March 31,2000, the Company had repurchased 1,114,050 shares at an aggregate cost of approximately $7.0 million. INFLATION Inflation was not a material factor in either the sales or the operating expenses of the Company during the periods presented herein. -11- YEAR 2000 ISSUE The year 2000 issue is the result of computer programs being written using two digits rather than four to define the applicable year. Certain computer programs may recognize a date using "00" as the year 1900 rather than the year 2000. This could result in a system failure or miscalculations causing disruptions of operations, including, among other things, a temporary inability to process transactions, send invoices or engage in similar normal business activity. The Company had established a team that assessed risk, identified and corrected exposures, and developed a contingency plan to deal with any Year 2000 compliance issues. As of March 31, 2000, the Company has not experienced any Year 2000 related problems with its software and hardware systems, with its products, with its significant suppliers, customers and critical business partners, or with its operating environment. Accordingly, the Company believes that Year 2000 issues no longer pose a threat to the Company's results of operations or financial condition. The Company's cost of achieving Year 2000 compliance was not material to its results of operations or financial condition. DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on the beliefs of the Company's management as well as assumptions made by and information currently available to the Company's management. When used in this Quarterly Report on Form 10-Q Report, the words "estimate," "project," "believe," "anticipate," "intend," "expect," "plan," predict," "may," "should," "will," the negative thereof and similar expressions are intended to identify forward-looking statements. Forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, financial and otherwise, could differ materially from those set forth in or contemplated by the forward-looking statements contained herein. Important factors that could contribute to such differences include, but are not limited to, the development and growth of markets for the Company's products, the Company's dependence on and the effect of governmental regulations on demand for the Company's products, the impact of both foreign and domestic governmental budgeting decisions and the timing of governmental expenditures, the reliance of the Company on its IONSCAN(R) products, and the dependency of the Company on its ability to successfully develop and market new products applications, the effects of competition, and the effect of general economic and market conditions, as well as conditions prevailing in the markets for the Company's products. Certain of the factors summarized above are described in more detail in the Company's Registration Statement on Form SB-2 (File no. 333-33129) and reference is hereby made thereto for additional information with respect to the matters referenced above. Other factors may be described from time to time in the Company's other filings with the Securities and Exchange Commission, news releases and other communications. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements set forth above and contained elsewhere in this Quarterly Report on Form 10-Q. Part I--Item 3. Quantitative and Qualitative Disclosures About Market Risk. The Company's exposure to interest rate risk relates primarily to its investment portfolio. The primary objective of the Company's investment policy is to preserve principal while maximizing yields. The Company's investment portfolio consists of cash and cash equivalents and marketable securities consisting of a diverse mix of high credit quality securities, including U.S. government agency and corporate obligations, certificates of deposit and money market funds. The Company's portfolio has a weighted average maturity of 0.23 years, therefore changes in interest rate will not materially impact the Company's consolidated financial condition. However, such interest rate changes can cause fluctuations in the Company's results of operations and cash flows. The Company's $5 million unsecured credit facility has an interest rate based on the prime rate or LIBOR, at the Company's option. The Company currently has no borrowings outstanding under the unsecured credit facility. If the Company should draw down on the unsecured credit facility, interest rate fluctuations could have an impact -12- on the Company's results of operations and cashflows. The Company's exposure to foreign currency exchange rate fluctuations is the result of operating throughout the world. The Company has several foreign subsidiaries whose financial statements are recorded in currencies other than U.S. dollars. As these foreign currency financial statements are translated at the end of each reporting period during consolidation, fluctuations in exchange rates between the foreign currency and the U.S. dollar increase or decrease the value of those investments. These fluctuations are recorded as a component of accumulated comprehensive income within stockholders' equity. In addition, from time to time, the Company enters into sales transactions in currencies other than U.S. dollars. Accordingly, the Company may be impacted by changes in the exchange rate between the time the sale is recorded and the time the trade receivable is collected. Where appropriate, the Company may from time to time hedge these transactions against foreign currency fluctuations. During 1999, the Company did not engage in any hedging transactions. The impact of foreign exchange transactions is reflected in the statement of operations and has not been material. -13- BARRINGER TECHNOLOGIES INC. AND SUBSIDIARIES PART II--OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K (a) Exhibits 3.1 The Company's Certificate of Incorporation of the Company, as amended (previously filed as Exhibit 3.1A to the Company's Registration Statement on Form SB-2 (File No. 333-33129) and incorporated herein by reference). 3.2 By-laws of the Company (previously filed as Exhibit 3.1 to the Company's Current Report on Form 8-K dated August 26, 1998 (File No. 0-3207) and incorporated herein by reference). 27 Financial Data Schedule (b) Reports on Form 8-K None -14- BARRINGER TECHNOLOGIES INC. AND SUBSIDIARIES 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. BARRINGER TECHNOLOGIES INC. (Registrant) /s/ STANLEY S. BINDER ----------------------------------------------- Stanley S. Binder President, /s/ RICHARD S. ROSENFELD ----------------------------------------------- Richard S. Rosenfeld, Chief Financial Officer (Principal Accounting Officer) Date: May 3, 2000 -15- BARRINGER TECHNOLOGIES INC. INDEX TO EXHIBITS Exhibit Number Page No. 27 Financial Data Schedule 17 -16- EX-27 2 ART 5 FDS FOR 1ST QUARTER 10-Q WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE. EXHIBIT 27 BARRINGER TECHNOLOGIES INC FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from Barringer Technologies Inc.'s Quarterly Report on Form 10-Q for the period ending March 31, 2000 and is qualified in its entirety by reference to such financial statements. 1000 US 3-MOS DEC-31-2000 MAR-31-2000 1 26610 1675 8240 400 6573 46437 5373 3010 50575 4173 0 0 87 79 22945 50575 4783 4783 2391 2023 (400) 0 0 769 260 509 0 0 0 509 0.07 0.07
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