10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 10-Q

(MARK ONE)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

FOR THE PERIOD FROM              TO             

COMMISSION FILE NUMBER: 001-31783

RAE Systems Inc.

(Exact name of registrant as specified in its charter)

Delaware	77-0588488
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

1339 Moffett Park Drive

Sunnyvale, California 94089

408-752-0723

(Address of registrant’s principal executive offices)

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 (or for such shorter periods that the registrant was required to file such reports, and (2) has been subject to filing requirements for the past 90 days.     YES  x    NO  ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act)    YES  ¨    NO  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at August 2, 2004
Common Stock, $0.001 Par Value	56,768,270

RAE Systems Inc.

INDEX

Part I. Financial Information
Item 1.		Financial Statements (Unaudited)
(a	)	RAE Systems Inc. Condensed Consolidated Balance Sheets at June 30, 2004 and December 31, 2003
(b	)	RAE Systems Inc. Condensed Consolidated Statements of Income for the three-month and six-month periods ended June 30, 2004 and 2003
(c	)	RAE Systems Inc. Condensed Consolidated Statements of Cash Flows for the six-month periods ended June 30, 2004 and 2003
(d	)	RAE Systems Inc. Notes to Condensed Consolidated Financial Statements
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.		Quantitative and Qualitative Disclosures About Market Risk
Item 4.		Controls and Procedures
Part II. Other Information
Item 1.		Legal Proceedings
Item 2.		Changes in Securities and Use of Proceeds
Item 3.		Defaults Upon Senior Securities
Item 4.		Submission of Matters to a Vote of Security Holders
Item 5.		Other Information
Item 6.		Exhibits and Reports on Form 8-K
Signatures
Exhibit Index
Exhibits

PART I. Financial Information

In June 2004, 1,110,000 incentive stock options ranging in exercise prices between $3.15 and $5.35 were converted to non-qualified stock options. The conversion of such options generated a one-time income tax benefit which reduced our income tax expense and increased our net income by approximately $235,000 in the three months and six months ended June 30, 2004.

On May 27, 2004, we invested $9 million in cash for a 64% interest in Beijing Ke Li Heng Security Equipment Co., Ltd. (“KLH”). KLH is a Beijing-based manufacturer and distributor of security, environmental and personal safety monitors and equipment. Our condensed consolidated financial statements include the results of operations of KLH since May 27, 2004.

On January 28, 2004, we closed our public offering of 8,050,000 shares of our common stock at $4.25 per share, less the applicable underwriting discount. The net proceeds, which approximated $31.8 million, will be used for mergers and acquisitions, working capital, and for general corporate purposes.

Effective January 1, 2003, we adopted the fair value recognition provisions of SFAS No. 123 for stock-based employee compensation under the modified prospective method as provided for in SFAS No. 148, Accounting for Stock-Based Compensation, Transition and Disclosure, an amendment of FASB Statement No. 123. These fair value recognition provisions generally result in stock-based compensation charges for options granted under our 1993 and 2002 stock option plans. While our interim financial statements herein for the three-month and six-month periods ended June 30, 2004 reflect a non-cash compensation charge related to options of $305,000 and $668,000, respectively, these charges may increase significantly depending on the number of options granted in the future and, to a lesser extent, upon the volatility of our stock and the life of such options.

In April 2003, we issued a warrant to purchase 24,000 shares of our common stock, to Rubenstein Investor Relations. The warrant vested over a period of one year and was exercisable over such period. The fair value of this warrant, assessed at $4,000, was amortized over the service period. For the three-month and six-month periods ended June 30, 2004, we took a charge related to this warrant in the amount of $0 and $1,000, respectively.

In June 2003, we issued a warrant to purchase 450,000 shares of our common stock, to Jefferies/Quarterdeck for the purpose of retaining their financial advisory services. The warrant vested immediately and is exercisable over four years. The fair value of this warrant, assessed at $329,000, will be amortized over the service period. For the three-month and six-month periods ended June 30, 2004, we have taken a charge related to this warrant in the amount of $41,000 and $82,000, respectively.

In aggregate, non-cash charges related to the issuance of options and warrants were $346,000 and $751,000, respectively, for the three-month and six-month periods

ended June 30, 2004. Stock-based non-cash compensation charges have significantly impacted our financial statements, and will continue to impact the financial statements on a prospective basis.

Item 1. RAE Systems Inc. Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets

RAE Systems Inc.

Condensed Consolidated Balance Sheets

	June 30, 2004			December 31, 2003
	(Unaudited)
Assets
Current Assets:
Cash and cash equivalents	$	24,319,000		$	7,512,000
Short-term investments		9,800,000			—
Notes receivable		561,000			—
Accounts receivable, net of allowance for doubtful accounts of $710,000 and $176,000, respectively		7,965,000			5,380,000
Accounts receivable from affiliate		54,000			—
Inventories		6,668,000			3,659,000
Prepaid expenses and other current assets		1,400,000			762,000
Deferred income taxes		666,000			666,000
Total Current Assets		51,433,000			17,979,000
Property and Equipment, net		3,612,000			1,748,000
Long-term Investments		5,200,000			—
Intangible Assets		1,945,000			—
Deposits and Other Assets		274,000			327,000
Investment in Unconsolidated Affiliate		360,000			509,000
	$	62,824,000		$	20,563,000
Liabilities and Shareholders’ Equity
Current Liabilities:
Accounts payable	$	2,806,000		$	1,611,000
Bank borrowings		361,000			—
Notes payable		805,000			—
Accounts payable to affiliate		—			594,000
Accrued expenses		3,388,000			2,159,000
Income taxes payable		585,000			948,000
Current portion of deferred revenue		648,000			67,000
Current portion of capital lease obligations		62,000			122,000
Total Current Liabilities		8,655,000			5,501,000
Long term notes payable		1,109,000			—
Minority interest in consolidated entity		4,140,000			—
Deferred Revenue, net of current portion		117,000			102,000
Total Liabilities		14,021,000			5,603,000
Commitments and Contingencies
Shareholders’ Equity:
Common stock, $0.001 par value; 200,000,000 shares authorized; 56,721,514 and 46,824,626 shares issued and outstanding, respectively		57,000			47,000
Additional paid-in capital		51,473,000			18,753,000
Accumulated other comprehensive income		25,000			7,000
Accumulated deficit		(2,752,000	)		(3,847,000	)
Total Shareholders’ Equity		48,803,000			14,960,000
	$	62,824,000		$	20,563,000

(See accompanying notes to condensed consolidated financial statements)

Condensed Consolidated Statements of Income

RAE Systems Inc.

Condensed Consolidated Statements of Income

	Three months ended June 30,						Six months ended June 30,
	2004			2003			2004			2003
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Net Sales	$	10,385,000		$	7,459,000		$	18,567,000		$	14,798,000
Cost of Sales		3,893,000			2,616,000			6,872,000			5,528,000
Gross Margin		6,492,000			4,843,000			11,695,000			9,270,000
Operating Expenses:
Sales and marketing		2,585,000			1,911,000			4,652,000			3,382,000
Research and development		982,000			757,000			1,902,000			1,463,000
General and administrative		1,774,000			1,162,000			3,486,000			2,438,000
Total Operating Expenses		5,341,000			3,830,000			10,040,000			7,283,000
Operating Income		1,151,000			1,013,000			1,655,000			1,987,000
Other Income (Expense):
Interest income		86,000			7,000			161,000			16,000
Interest expense		(4,000	)		(6,000	)		(8,000	)		(14,000	)
Other, net		15,000			22,000			32,000			23,000
Equity in loss of unconsolidated affiliate		(81,000	)		(67,000	)		(149,000	)		(133,000	)
Other Income (Expense), net:		16,000			(44,000	)		36,000			(108,000	)
Income Before Income Taxes and Minority Interest		1,167,000			969,000			1,691,000			1,879,000
Income taxes		216,000			174,000			555,000			309,000
Income Before Minority Interest		951,000			795,000			1,136,000			1,570,000
Minority interest in income of consolidated subsidiary		(41,000	)		—			(41,000	)		—
Net Income	$	910,000		$	795,000		$	1,095,000		$	1,570,000
Basic Earnings Per Common Share	$	0.02		$	0.02		$	0.02		$	0.03
Diluted Earnings Per Common Share	$	0.02		$	0.02		$	0.02		$	0.03
Weighted-average common shares outstanding		56,428,382			45,851,788			54,701,583			45,745,275
Stock options and warrants		3,408,703			1,697,686			3,358,512			1,525,955
Diluted weighted-average common shares outstanding		59,837,085			47,549,474			58,060,095			47,271,230

(See accompanying notes to condensed consolidated financial statements)

Condensed Consolidated Statements of Cash Flows

RAE Systems Inc.

Condensed Consolidated Statements of Cash Flows

	Six months ended June 30,
	2004			2003
	(Unaudited)			(Unaudited)
Increase (Decrease) in Cash and Cash Equivalents
Cash Flows From Operating Activities:
Net Income	$	1,095,000		$	1,570,000
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		361,000			438,000
Provision for doubtful accounts		64,000			—
Inventory reserve		63,000			(180,000	)
Compensation expense under fair value accounting of common stock options		668,000			280,000
Compensation expense related to warrants		83,000			27,000
Equity in loss of unconsolidated affiliate		149,000			133,000
Minority interest in income of consolidated subsidiary		41,000			—
Changes in operating assets and liabilities, net of effects of business acquisition
Accounts receivable		(458,000	)		(953,000	)
Accounts receivable from affiliate		(54,000	)		—
Notes receivable		(561,000	)		—
Inventories		(1,253,000	)		(848,000	)
Prepaid expenses and other current assets		(352,000	)		(304,000	)
Accounts payable		392,000			565,000
Accounts payable to affiliate		(594,000	)		(32,000	)
Accrued expenses		890,000			10,000
Income taxes payable		(412,000	)		(224,000	)
Deferred revenue		109,000			(72,000	)
Net Cash Provided By Operating Activities		231,000			410,000
Cash Flows From Investing Activities:
Investments		(15,000,000	)		—
Acquisition of property and equipment		(1,244,000	)		(427,000	)
Proceeds from business acquisition		683,000			—
Intangible assets		(231,000	)		—
Deposits		107,000			(61,000	)
Net Cash Used In Investing Activities		(15,685,000	)		(488,000	)
Cash Flows From Financing Activities:
Bank borrowings		241,000			—
Proceeds from exercise of stock options and warrants		272,000			93,000
Proceeds from the sale of common stock		32,160,000			—
Offering costs		(370,000	)		—
Payment on capital lease obligation		(60,000	)		(93,000	)
Net Cash Provided By Financing Activities		32,243,000			—
Effect of exchange rate changes		18,000			—
Net Increase (Decrease) in Cash and Cash Equivalents		16,807,000			(78,000	)
Cash and Cash Equivalents, beginning of period		7,512,000			7,194,000
Cash and Cash Equivalents, end of period	$	24,319,000		$	7,116,000
Supplemental Disclosure of Cash Flow Information:
Cash Paid:
Income taxes	$	654,000		$	510,000
Interest	$	5,000		$	14,000
Noncash Inventory and Financing Activities:
Capital leases entered into for equipment	$	1,413,000		$	329,000

(See accompanying notes to condensed consolidated financial statements)

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1 – The Company

RAE Systems Inc. is a leading global developer and manufacturer of rapidly-deployable, multi-sensor chemical detection monitors and networks for homeland security and industrial applications. In addition, RAE offers a full line of portable single-sensor chemical and radiation detection products. RAE’s technologically advanced products are based on proprietary technology, and include portable, wireless and fixed atmospheric monitors and photo-ionization sensors, and gamma and neutron detectors. RAE’s products enable the military and first responders such as firefighters, law enforcement and other emergency management personnel to detect and provide early warning of weapons of mass destruction and other hazardous materials. Industrial applications include the detection of toxic industrial chemicals, volatile organic compounds and petrochemicals.

RAE Systems was founded in 1991 to develop technologies for the detection and early warning of hazardous materials. RAE has a broad patent portfolio consisting of 18 issued and pending patents that are the basis for many of its products. For example, RAE’s patented photo-ionization detector technology allows its products to rapidly and reliably indicate many toxic chemicals and vapors in the part-per-billion range readings. In 1994, RAE expanded its operations into Shanghai, China, giving the Company access to high-quality, cost-efficient manufacturing and world-class research capabilities.

RAE Systems’ products are used by many U.S. government agencies, including the Department of Homeland Security, the Department of Justice, and the Department of State, as well as all branches of the U.S. military, and by numerous city and state agencies. RAE’s end users also include many of the world’s leading corporations in the airline, automotive, computer and oil industries. The Company’s products are used in civilian and government atmospheric monitoring programs in over 50 countries. Several government agencies and departments have standardized their programs based on RAE’s products for hazardous materials incident response.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The financial information presented in this Form 10-Q is not audited and is not necessarily indicative of the Company’s future consolidated financial position, results of operations or cash flows. The unaudited financial statements contained in this Form 10-Q have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and its cash flows for the stated periods, in conformity with accounting principles generally accepted in the United States of America.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of RAE Systems Inc. and its subsidiaries as described below. RAE owns 100% of RAE Systems Europe ApS (“RAE Europe”) and RAE Systems (Asia) Limited (“RAE Asia”). RAE Europe is a Denmark corporation which distributes and provides services for RAE’s products in Europe, Australia and New Zealand, and throughout the Middle East. RAE Asia is a Hong Kong holding company. RAE Asia owns (i) 100% of RAE Systems Shanghai Incorporated (“RAE Shanghai”), formerly known as Wa-RAE Science Instruments, Ltd, (ii) 100% of RAE Systems Hong Kong Limited (“RAE Hong Kong”), (iii) 64% of Beijing Ke Li Heng Security Equipment Co., Ltd. (“KLH”), and (iv) 36% of REnex Technology Ltd (“REnex”). RAE Shanghai, which is incorporated in Jiading, Shanghai, designs and manufactures RAE’s products for final assembly and testing in the United States. RAE Hong Kong distributes and provides services for RAE’s products in Asia and the Pacific Rim. KLH is a Beijing-based manufacturer and distributor of security, environmental and personal safety monitors and equipment. REnex, a Hong Kong based research and development corporation, designs and develops a wireless platform for detection and monitoring.

All intercompany accounts and transactions have been eliminated in the consolidated financial statements.

Earnings Per Share

The Company applies the provisions of SFAS No. 128, Earnings Per Share. SFAS No. 128 provides for the calculation of basic and diluted earnings per share. Basic earnings per share includes no dilution and is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Anti-dilution provisions of SFAS No. 128 require consistency between diluted per-common-share amounts and basic per-common share amounts in loss periods. Incremental shares attributable to the assumed exercise of 4,764,681 and 4,634,681 options and warrants have increased the diluted shares outstanding by 3,408,703 and 3,358,512, respectively, for the three-month and six-month periods ended June 30, 2004. Warrants and options outstanding to purchase 3,354,577 shares and 3,484,577 shares at exercise prices between $5.35 per share and $24.83 per share, and $5.20 per share and $24.83 per share, respectively, were not included in the computation of diluted earnings per share for the three-month and six-month periods ended June 30, 2004, respectively.

Stock-Based Compensation

During the first quarter of fiscal 2003, the Company adopted the fair value recognition provisions of SFAS 123, Accounting for Stock-Based Compensation, (SFAS 123) for stock-based employee compensation, effective as of January 1, 2003. Under the modified prospective method of adoption selected by the Company, stock-based employee compensation cost recognized in the three month and six-month periods ended June 30, 2004 and 2003 is the same as that which would have been recognized had the fair value recognition provisions of SFAS 123 been applied to all awards granted. The following table illustrates the effect on net income and earnings per share as if the fair value based method had been applied to all outstanding and unvested awards in each period.

	Three Months Ended June 30,						Six Months Ended June 30,
	2004			2003			2004			2003
Net income, as reported	$	910,000		$	795,000		$	1,095,000		$	1,570,000
Add: Stock-based employee compensation included in reported net income, net of related tax effects		305,000			155,000			668,000			280,000
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(305,000	)		(155,000	)		(668,000	)		(280,000	)
Pro forma net income	$	910,000		$	795,000		$	1,095,000		$	1,570,000
Basic earnings per share:
As reported	$	0.02		$	0.02		$	0.02		$	0.03
Pro forma	$	0.02		$	0.02		$	0.02		$	0.03
Diluted earnings per share:
As reported	$	0.02		$	0.02		$	0.02		$	0.03
Pro forma	$	0.02		$	0.02		$	0.02		$	0.03

Revenue Recognition

The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectibility is reasonably assured.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates are used for, but not limited to, allowance for doubtful accounts, inventory allowances, warranty costs, contingencies and taxes. Actual results could differ materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the condensed consolidated financial statements.

The allowance for doubtful accounts is provided for estimated credit losses at a level deemed appropriate to adequately provide for known and inherent risks related to such amounts. The allowance is based on reviews of loss, adjustments history, current economic conditions and other factors that deserve recognition in estimating potential losses. While management uses the best information available in making its determination, the ultimate recovery of recorded accounts receivable is also dependent upon future economic and other conditions that may be beyond management’s control. If there were a deterioration of a major customer’s credit worthiness, or if actual defaults were higher than what has been experienced historically, the Company’s estimates of the recoverability of amounts due could be overstated. The Company’s operating results could be adversely affected.

Inventories are stated at the lower of cost (moving weighted average method) or market. Inventory purchases are typically based on estimated future demand. In the event of a sudden and significant decrease in demand for RAE’s products, or if there were a higher occurrence of inventory obsolescence due to changing technology and customer requirements, RAE’s gross margins could be adversely affected.

Management accounts for its debt and equity investments as held-to-maturity. These include United States Treasury Bills, United States Corporate Bonds and Notes, United States Government Agencies, and United States Treasury Notes ranging in maturity dates from July 2004 through May 2006.

The Company generally provides a one to three year limited warranty on its products and establishes the estimated costs of fulfilling these warranty obligations at the time the related revenue is recorded. Historically, warranty costs have been insignificant. If the Company were to experience an increase in warranty claims compared to its historical experience, or costs of servicing warranty claims were greater than expectations on which the warranty reserve has been based, RAE’s operating results could be adversely affected.

RAE is subject to various loss contingencies arising in the ordinary course of business. The Company considers the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as its ability to reasonably estimate the amount of loss in determining loss contingencies. An estimated loss contingency is accrued when management concludes that it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. The Company regularly evaluates current information available to determine whether such accruals should be adjusted.

The Company recognizes deferred tax assets (future tax benefits) and liabilities for the expected future tax consequences of temporary differences between the book carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities represent the expected future tax return consequences of those differences, which are expected to be either deductible or taxable when the assets and liabilities are recovered or settled. A valuation allowance is provided against the deferred tax assets to the extent that management is unable to conclude that it is more likely than not that the deferred tax assets will be realized.

RECENT ACCOUNTING PRONOUNCEMENTS

In November 2003, the EITF issued EITF No. 03-6 “Participating Securities and the Two-Class Method under FASB Statement No. 128,” which provides for a two-class method of calculating earnings per share computations that relate to certain securities that would be

considered to be participating in conjunction with certain common stock rights. This guidance would be applicable to the Company starting with the third quarter beginning July 1, 2004. The Company is currently evaluating the potential impact of this pronouncement on its financial statements.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. This statement is effective for financial instruments entered into or modified after May 31, 2003 and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of this statement did not have a material impact on the Company’s financial position, results of operations or cash flows.

In November 2002, the FASB issued FASB Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (FIN 45). FIN 45 requires a guarantor to recognize, at the inception of a qualified guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. FIN 45 is effective on a prospective basis for qualified guarantees issued or modified after December 31, 2002. The adoption of this Interpretation did not have a material impact on the Company’s financial position or results of operations.

In January 2003, the FASB issued FASB Interpretation No. 46, Consolidation of Variable Interest Entities (FIN 46). FIN 46 explains how to identify variable interest entities and how an enterprise assesses its interests in a variable interest entity to decide whether to consolidate that entity. This Interpretation requires existing unconsolidated variable interest entities to be consolidated by their primary beneficiaries if the entities do not effectively disperse risks among parties involved. FIN 46 is effective immediately for variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. The adoption of this Interpretation did not have a material impact on the Company’s financial position or results of operations.

Note 3 - KLH Acquisition

On May 27, 2004, the Company invested $9 million in cash for a 64% interest in Beijing Ke Li Heng Security Equipment Co., Ltd. (“KLH”). KLH is a Beijing-based manufacturer and distributor of security, environmental and personal safety monitors and equipment. The results of KLH’s operations have been included in the condensed consolidated financial statements of the Company since May 27, 2004.

The investment costs were allocated on a preliminary basis to the fair value of the assets acquired, including management’s estimate for developed technologies and liabilities assumed. The final adjustments to the purchase price allocations are not expected to be material to the consolidated financial statements.

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition:

Current assets	$	14,062,000
Intangible Assets		1,945,000
Property and Equipment, net		981,000
Other Non-Current Assets		54,000
Assets		17,042,000
Current liabilities	$	(2,603,000	)
Long-term liabilities		(1,109,000	)
Minority interest		(4,099,000	)
Liabilities		(7,811,000	)
Purchase price (including transaction costs of $231,000)	$	9,231,000

The following unaudited pro forma information presents the consolidated results of operations of the Company as if the investment had occurred as of January 1, 2003. The pro forma information is not necessarily indicative of what would have occurred had the acquisition been made as of such periods, nor is it indicative of future results of operations. The pro forma amounts give effect to appropriate adjustments for the fair value of the assets acquired, amortization of intangibles, and income taxes.

	Three Months Ended June 30,				Six Months Ended June 30,
	2004		2003		2004		2003
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Revenue	$	11,455,000	$	8,994,000	$	21,480,000	$	17,752,000
Net income	$	875,000	$	764,000	$	1,109,000	$	1,689,000
Earnings per share–basic	$	0.02	$	0.02	$	0.02	$	0.04
Earnings per share–diluted	$	0.01	$	0.02	$	0.02	$	0.03

Note 4– Commitments and Contingencies

Royalty

Commencing January 1, 2001 and continuing through December 31, 2009, the Company is required to pay Dragerwerk a royalty equal to 7.5% of net sales of certain licensed products relating to U.S. Patent No. 5,654,498 issued August 5, 1997 and entitled “Device for the Selective Detection of a Component in a Gas Mixture”, manufactured or imported for sale by or for the Company in the United States. During the three-month and six-month periods ended June 30, 2004 and 2003, the Company incurred royalty expenses of $10,300 and $8,600, and $21,200 and $19,900, respectively.

Litigation

The Company is engaged in various ongoing legal proceedings incidental to its normal business activities. Although the results of litigation and claims cannot be predicted with certainty, we believe the final outcome of such matters will not have a material adverse effect on our financial position, results of operations or cash flows.

Note 5 – Warranty Reserve

Product warranty liabilities are provided for as described in Note 2 to these condensed consolidated financial statements. Following is a summary of the changes in these liabilities during the three-month and six-month periods ended June 30, 2004 and 2003:

	Three Months Ended June 30,						Six Months Ended June 30,
	2004			2003			2004			2003
Provision for product sold during period	$	82,000		$	50,000		$	114,000		$	98,000
Adjustment of prior period provision		—			(53,000	)		—			43,000
Claims paid during the period		(37,000	)		(30,000	)		(95,000	)		(30,000	)
Net increase (decrease) in liability		45,000			(33,000	)		19,000			111,000
Balance beginning of period		332,000			350,000			358,000			206,000
Balance, end of period	$	377,000		$	317,000		$	377,000		$	317,000

Note 6 – Transactions with Affiliates

Certain of the Company’s sales made into the China market are made through TangRAE, a China distribution company that is owned by two individuals, one of whom is a current employee and one of whom is a former employee of one of the Company’s wholly-owned subsidiaries. TangRAE was organized as a sales office solely to facilitate the sale of the Company’s product into the China market. Total sales made by the Company to TangRAE amounted to $118,000 and $292,000, and $285,000 and $410,000 for the three-month and six-month periods ended June 30, 2004 and 2003, respectively.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. In some cases, readers can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue.” These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those stated herein. Although management believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. For further information, refer to the section entitled “Factors that May Affect Future Results” in this Form 10-Q. The following discussion should be read in conjunction with the condensed consolidated financial statements and the notes thereto included elsewhere in this Form 10-Q.

RESULTS OF OPERATIONS

Three months ended June 30, 2003 compared to the three months ended June 30, 2004

Net Sales. Net sales increased from $7.5 million for the quarter ended June 30, 2003 to $10.4 million for the quarter ended June 30, 2004, an increase of 39.2%. This increase was primarily due to an increase in government sales, particularly for homeland security

applications where we recognized a $1.4 million increase in the sales of our wireless mobile sensor and radiation products. Our net sales also increased due to the investment in KLH in the amount of $869,000, and an increase in the sales of our accessories in the amount of $639,000.

Cost of Sales. Cost of sales increased from $2.6 million for the quarter ended June 30, 2003 to $3.9 million for the quarter ended June 30, 2004, an increase of 48.8%. Gross margins increased from $4.8 million, or 64.9% of revenue, for the quarter ended June 30, 2003 to $6.5 million, or 62.5% of revenue, for the quarter ended June 30, 2004. Gross margins for the base business were $6.1 million, or 64.4% of revenue, and $368,000 for KLH, or 42.3% of revenue. Gross margins for the base business remained high due to significant increases in the sales of our higher margin integrated systems products. The investment in KLH, however, reduced our overall gross margins. KLH generated approximately 50% of its revenue from its distribution business, with inherently lower margins.

Sales and Marketing. Sales and marketing expenses increased from $1.9 million for the quarter ended June 30, 2003 to $2.6 million for the quarter ended June 30, 2004, an increase of 35.3%. Our sales and marketing cost increased due to an increase in our infrastructure to support the anticipated sales growth in the amount of $461,000, commissions paid to outside sales representatives to support our wireless integrated systems business in the amount of $140,000, and the investment in KLH in the amount of $101,000.

Research and Development. Research and development expenses increased from $757,000 for the quarter ended June 30, 2003 to $982,000 for the quarter ended June 30, 2004, an increase of 29.7%. This was primarily due to increases in research and development expenses to support the prototyping of a solution for cargo container security and indoor air security, and adding to our line of consumable and portable products.

General and Administrative. General and administrative expenses increased from $1.2 million for the quarter ended June 30, 2003 to $1.8 million for the quarter ended June 30, 2004, an increase of 52.7%. The increase in general and administrative expenses was primarily due to an increase in the fair value accounting charge of $150,000, an increase in legal fees in the amount of $241,000, and an increase due to the investment in KLH in the amount of $70,000.

Other Income (Expenses), net. Other Expense, net for the three-month period ended June 30, 2003 was $44,000. For the same period in 2004, we had Other Income, net of $16,000. This was attributable to an increase in interest income of $79,000 resulting from having raised a net of $31.8 million through our public offering which closed on January 28, 2004, partially offset by an increase in the loss of the unconsolidated entity in the amount of $14,000.

Income Taxes. For the quarters ended June 30, 2003 and 2004, we recognized tax expenses of $174,000 and $216,000, respectively. Income taxes were relatively low in both 2003 and 2004. During the quarter ended June 30, 2003, we recognized a tax expense of $174,000, consisting of a provision of $358,000 relating to the pretax income during the quarter, reduced by $184,000 relating to the settlement with the Internal Revenue Service of certain outstanding tax assessments originating in prior years. In June 2004, 1,110,000 incentive stock options ranging in exercise prices between $3.15 and $5.35 were converted to non-qualified stock options. The conversion of such options generated a one-time income tax benefit which reduced our income tax expense and increased our net income by approximately $235,000 in the three months ended June 30, 2004.

Minority Interest in Income of Consolidated Entity. For the quarter ended June 30, 2004, we recognized $41,000 in minority interest in KLH’s income generated from May 27, 2004 (the date we completed our investment in this entity) to June 30, 2004.

Net Income. Net income for the quarter ended June 30, 2003 was $795,000. For the same period in 2004, we had net income of $910,000. The increase was primarily attributable to a significant increase in the sales of our higher margin integrated systems products. These increases were partially offset by an increase in our sales and marketing and general and administrative expenses.

Six months ended June 30, 2003 compared to the six months ended June 30, 2004

Net Sales. Net sales increased from $14.8 million for the six-month period ended June 30, 2003 to $18.6 million for the quarter ended June 30, 2004, an increase of 25.5%. This increase was primarily due to an increase in government sales, particularly for homeland security applications where we recognized a $2.3 million increase in the sales of our wireless mobile sensor and radiation products. Our net sales also increased due to the investment in KLH in the amount of $869,000, and an increase in the sales of our accessories in the amount of $1.1 million.

Cost of Sales. Cost of sales increased from $5.5 million for the six-month period ended June 30, 2003 to $6.9 million for the six-month period ended June 30, 2004, an increase of 24.3%. Gross margins increased from $9.3 million, or 62.6% of revenue, for the six-month period ended June 30, 2003 to $11.7 million, or 63.0% of revenue, for the six-month period ended June 30, 2004. Gross margins for the base business were $11.3 million, or 64.0% of revenue, and $368,000 for KLH, or 42.3% of revenue. Gross margins for the base business remained high due to significant increases in the sales of our higher margin integrated systems products. The investment in KLH, however, reduced our overall gross margins. KLH generated approximately 50% of its revenue from its distribution business, with inherently lower margins.

Sales and Marketing. Sales and marketing expenses increased from $3.4 million for the six-month period ended June 30, 2003 to $4.7 million for the six-month period ended June 30, 2004, an increase of 37.6%. Our sales and marketing cost increased due to an increase in our infrastructure to support the anticipated sales growth in the amount of $832,000, commissions paid to outside sales representatives to support our wireless integrated systems business in the amount of $227,000, and the investment in KLH in the amount of $101,000.

Research and Development. Research and development expenses increased from $1.5 million for the six-month period ended June 30, 2003 to $1.9 million for the six-month period ended June 30, 2004, an increase of 30.0% This was primarily due to increases in research and development expenses to support the prototyping of a solution for cargo container security and indoor air security, and adding to our line of consumable and portable products.

General and Administrative. General and administrative expenses increased from $2.4 million for the six-month period ended June 30, 2003 to $3.5 million for the six-month period ended June 30, 2004, an increase of 43.0%. The increase was primarily due to an increase in the fair value accounting charge of $388,000, an increase in legal fees in the amount of $230,000, an increase to build the infrastructure in China in the amount of $131,000, increases in the non-cash charge for the issuances of warrants in the amount of $56,000, and increases due to the investment in KLH in the amount of $70,000.

Other Income (Expenses), net. Other Expense, net for the six-month period ended June 30, 2003 was $108,000. For the same period in 2004, we had Other Income, net of $36,000. This was attributable to an increase in interest income of $145,000 resulting from having raised a net of $31.8 million through our public offering which closed on January 28, 2004., partially offset by an increase in the loss of the unconsolidated entity in the amount of $16,000.

Income Taxes. For the six-month periods ended June 30, 2003 and 2004, we recognized tax expenses of $309,000 and $555,000, respectively. Income taxes were relatively low in both 2003 and 2004. For the six-month period ended June 30, 2003, we recognized a tax expense of $309,000, consisting of a provision of $758,000 relating to the pretax income during the period, reduced by $449,000 relating to the settlement with the Internal Revenue Service of certain outstanding tax assessments originating in prior years. In June 2004, 1,110,000 incentive stock options ranging in exercise prices between $3.15 and $5.35 were converted to non-qualified stock options. The conversion of such options generated a one-time income tax benefit which reduced our income tax expense and increased our net income by approximately $235,000 in the six months ended June 30, 2004.

Minority Interest in Income of Consolidated Entity. For the six-month period ended June 30, 2004, we recognized $41,000 in minority interest in KLH’s income generated from May 27, 2004 (the date we completed our investment in this entity) to June 30, 2004.

Net Income. Net income for the six-month period ended June 30, 2003 was $1.6 million. For the same period in 2004, we had net income of $1.1 million. The decrease in net income was primarily attributable to significant increases in sales and marketing and general and administrative expenses.

Liquidity and Capital Resources

To date, we have financed our operations primarily through bank borrowings, revenues from operations and proceeds from issuances of equity securities. As of June 30, 2004, we had $39.3 million in cash and cash equivalents and investments. At June 30, 2004, we had $42.8 million of working capital (the excess of current assets over current liabilities) and had a current ratio of 5.9:1. We also have a $10 million line of credit for future growth expansion.

Net cash provided by operating activities for the six months ended June 30, 2004 was $231,000, as compared with net cash provided by operating activities of $410,000 for the six months ended June 30, 2003. The favorable effects on operating cash flows is primarily due to net income of $1.1 million, compensation expense under fair value accounting of common stock options of $668,000, and accrued expenses of $890,000. These were partially offset by inventories in the amount of $1.2 million, accounts payable to affiliate in the amount of $594,000 and notes receivable in the amount of $561,000.

Net cash used in investing activities for the six months ended June 30, 2004 was $15.7 million as compared to net cash used in investing activities of $488,000 for the six months ended June 30, 2003. The unfavorable effects on investing cash flows was primarily due to investments in debt securities in the amount of $15 million, and the acquisition of property and equipment of $1.2 million.

Net cash provided by financing activities was $32.2 million for the six months ended June 30, 2004 as compared to zero cash provided for the six months ended June 30, 2003. The favorable effects on financing cash flows was primarily the result of having raised a net of $31.8 million on January 28, 2004 in connection with the close of our public offering of 8,050,000 shares of our common stock at $4.25 per share, less the applicable underwriting discount, and proceeds from the investment in KLH in the amount of $683,000.

We believe that our existing balances of cash and cash equivalents, together with cash generated from product sales, will be sufficient to meet our cash needs for working capital and capital expenditures for at least the next twelve months. Our future capital requirements will depend on many factors that are difficult to predict, including the size, timing and structure of any future acquisitions, future capital investments, and future results of operations. Any future financing we may require may be unavailable on favorable terms, if at all. Any difficulty in obtaining additional financial resources could force us to curtail our operations or could prevent us from pursuing our growth strategy. Any future funding may dilute the ownership of our shareholders.

Contractual Obligations

The following table quantifies our future contractual obligations as of June 30, 2004:

	Total		2004		2005		2006		2007		2008		Thereafter
Contractual Obligations:
Operating Leases	$	2,657,000	$	255,000	$	563,000	$	512,000	$	396,000	$	492,000	$	439,000
Capital Leases	$	62,000	$	62,000	$	—	$	—	$	—	$	—	$	—
TOTAL	$	2,719,000	$	317,000	$	563,000	$	512,000	$	396,000	$	492,000	$	439,000

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The following discussion analyzes our disclosure to market risk related to concentration of credit risk, changes in interest rates and foreign currency exchange rates.

CONCENTRATION OF CREDIT RISK

Currently, we have cash and cash equivalents deposited with two large United States financial institutions, one large Hong Kong financial institution, two large Shanghai financial institutions, and one large Danish financial institution. Our deposits may exceed the amount of insurance available to cover such deposits. To date, we have not experienced any losses of deposit of cash and cash equivalents. Management regularly reviews our deposit amounts and the credit worthiness of the financial institution which holds our deposits.

INTEREST RATE RISK

As of June 30, 2004, we had cash and cash equivalents and investments of $39.3 million. Declines of interest rate over time will limit or reduce our interest income from our investments in debt securities.

FOREIGN CURRENCY EXCHANGE RATE RISK

To date, substantially all of our recognized revenue has been denominated in United States dollars and generated primarily from customers in the United States, and our exposure to foreign currency exchange rates has been immaterial. As sales to our international customers increase, our operating results may become subject to significant fluctuations based upon changes in exchange rates of specific currencies in relation to the United States dollar. Furthermore, to the extent that we engage in international sales denominated in United States dollars, any fluctuation in the value of the United States dollar relative to foreign currencies could affect our competitive position in the international markets. Although we would continue to monitor our exposure to currency fluctuations, and, when appropriate, may use financial hedging techniques in the future to minimize the effect of these fluctuations, we cannot assure you that exchange rate fluctuations will not adversely affect our financial results in the future.

Factors that May Affect Future Results

Investing in our securities involves a high degree of risk. You should consider the following risk factors, as well as other information contained or incorporated by reference in any other filings we make with the Securities and Exchange Commission, before making an investment decision with respect to our securities. The risks and uncertainties described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our

business operations. If any of these risks occur, our business could suffer, the market price of our common stock could decline and you could lose all or part of your investment in our securities.

Our future revenues are unpredictable, our operating results are likely to fluctuate from quarter to quarter, and if we fail to meet the expectations of securities analysts or investors, our stock price could decline significantly.

Our quarterly and annual operating results have fluctuated in the past and are likely to fluctuate significantly in the future due to a variety of factors, some of which are outside of our control. Accordingly, we believe that period-to-period comparisons of our results of operations are not meaningful and should not be relied upon as indications of future performance. Some of the factors that could cause our quarterly or annual operating results to fluctuate include significant shortfalls in revenue relative to our planned expenditures, changes in budget allocations by the federal government for homeland security purposes, market acceptance of our products, ongoing product development and production, competitive pressures and customer retention.

It is likely that in some future quarters our operating results may fall below the expectations of investors. In this event, the trading price of our common stock could significantly decline.

The market for gas detection monitoring devices is highly competitive, and if we cannot compete effectively, our business may be harmed.

The market for gas detection monitoring devices is highly competitive and we expect the emerging wireless gas monitoring system market to be equally competitive. Competitors in the gas monitoring industry differentiate themselves on the basis of their technology, quality of product and service offerings, cost and time to market. Our primary competitors include Industrial Scientific Corporation, Mine Safety Appliances Company, BW Technologies, Ion Science, PerkinElmer, Inc., Draeger Safety Inc., Gastec Corporation and Bacou-Dalloz Group. Most of our competitors have longer operating histories, larger customer bases, greater brand recognition and significantly greater financial and marketing resources than us. In addition, some of our competitors may be able to:

• devote greater resources to marketing and promotional campaigns;

• adopt more aggressive pricing policies; or

• devote more resources to technology and systems development.

In light of these factors, we may be unable to compete successfully.

We might not be successful in the development or introduction of new products and services in a timely and effective manner, and, consequently, we may not be able to remain competitive and the results of operations may suffer.

Our revenue growth is dependent on the timely introduction of new products to market. We may be unsuccessful in identifying new product and service opportunities or in developing or marketing new products and services in a timely or cost-effective manner. In addition, while our current technology enables us to create products targeted to address the evolving market, we are

unable to foresee whether we will continue to have the necessary technology in the future. In developing new products, we may be required to make significant investments before we can determine the commercial viability of the new product. If we fail to accurately foresee our customers’ needs and future activities, we may invest heavily in research and development of products that do not lead to significant sales.

We have recently expanded our current business of providing gas detection instruments to include radiation detection and wireless systems for local and remote security monitoring. While we perceive a large market for such products, the radiation detection and wireless systems markets are still evolving, and we have little basis to assess the demand for these products and services or to evaluate whether our products and services will be accepted by the market. If our radiation detection products and wireless products and services do not gain broad market acceptance or if we do not continue to maintain the necessary technology, our business and results of operations will be harmed.

In addition, compliance with safety regulations, specifically the need to obtain regulatory approvals in certain jurisdictions, could delay the introduction of new products by us. As a result, we may experience delays in realizing revenues from our new products.

We may not be successful in promoting and developing our brand, which could prevent us from remaining competitive.

We believe that our future success will depend on our ability to maintain and strengthen the RAE Systems brand, which will depend, in turn, largely on the success of our marketing efforts and ability to provide our customers with high-quality products. If we fail to successfully promote and maintain our brand, or incur excessive expenses in attempting to promote and maintain our brand, our business will be harmed.

We depend on facilities located outside of the United States to manufacture a substantial portion of our products, which subjects us to additional risks.

A significant portion of our products and components are manufactured at our facility in Shanghai, China. Our business is subject to risks normally associated with conducting business outside the United States, such as foreign government regulations, changes in environmental laws, nation-specific or region-specific certifications, political unrest, disruptions or delays in shipments, fluctuations in foreign currency exchange rates and changes in the economic conditions in the countries in which our raw materials suppliers, service providers, and customers are located. Our business may also be adversely affected by the imposition of additional trade restrictions related to imported products, including quotas, duties, taxes and other charges or restrictions. If any of the foregoing factors were to render the conduct of business in a particular country undesirable or impractical, or if our current foreign manufacturing sources were to cease doing business with us for any reason, or if our ability to transfer products between China and other regions of the world were impeded, our business and results of operations could be adversely affected.

Any failure to adequately protect and enforce our intellectual property rights could harm our business.

We regard our intellectual property as critical to our success. We rely on a combination of patent, trademark, copyright, trade secret laws and non-disclosure agreements and confidentiality

procedures to protect our proprietary rights. Notwithstanding these laws, we may be unsuccessful in protecting our intellectual property rights or in obtaining patents or registered trademarks for which we apply. Although processes are in place to protect our intellectual property rights, we cannot guarantee that these procedures are adequate to prevent misappropriation of our current technology or that our competitors will not develop technology that is similar to our own.

While there is no single patent or license to technology of material significance to the Company, our ability to compete is affected by our ability to protect our intellectual property rights in general. For example, we have a collection of patents related to our photo-ionization detector technology of which the first of such patents expires in 2012, and our ability to compete may be affected by any competing similar or new technology. In addition, if we lose the licensing rights to a patented or other proprietary technology, we may need to stop selling products incorporating that technology and possibly other products, redesign our products or lose a competitive advantage. We cannot ensure that our future patent applications will be approved or that our current patents will not be challenged by third parties. Furthermore, we cannot ensure that, if challenged, our patents will be found to be valid and enforceable.

Any litigation relating to our intellectual property rights could, regardless of the outcome, have a material adverse impact on our business and results of operations.

We might face intellectual property infringement claims that might be costly to resolve and affect our results of operations.

We may, from time to time, be subject to claims of infringement of other parties’ proprietary rights or claims that our own trademarks, patents or other intellectual property rights are invalid. Any claims of this type, regardless of merit, could be time-consuming to defend, result in costly litigation, divert management’s attention and resources or require us to enter into royalty or license agreements. The terms of any such license agreements may not be available on reasonable terms, if at all, and the assertion or prosecution of any infringement claims could significantly harm our business.

Some of our products may be subject to product liability claims which could be costly to resolve and affect our results of operations.

There can be no assurance that we will not be subject to third-party claims in connection with our products or that any indemnification or insurance available to us will be adequate to protect us from liability. A product liability claim, product recall or other claim, as well as any claims for uninsured liabilities or in excess of insured liabilities, could have a material adverse effect on our business and results of operations.

We may lose sales if our distributors stop selling our products.

We distribute our products primarily through distributors. We derive approximately 90% of our revenues via our sales distribution channels, and, as a result, we are dependent upon these distributors to sell our products and to assist us in promoting and creating a demand for our products. We believe that our future growth depends on the efforts of these distributors. For the year ended December 31, 2003, 25 distributors cumulatively account for approximately 42% of our total product sales. In addition, the contractual obligations of our distributors to continue carrying our products must be renewed annually. If one or more of our distributors were to experience financial difficulties or become unwilling to promote and sell our products for any

reason, including any refusal to renew their commitment as our distributor, we might not be able to replace such lost revenue, and our business and results of operations could be materially harmed.

Because we purchase a significant portion of our component parts from a limited number of third party suppliers, we are subject to the risk that we may be unable to acquire quality components in a timely manner, which could result in delays of product shipments and damage our business and operating results.

We currently purchase component parts used in the manufacture of our products from a limited number of third party suppliers. We depend on these suppliers to meet our needs for various sensors, microprocessors and other material components. Moreover, we depend on the quality of the products supplied to us over which we have limited control. Should we encounter shortages and delays in obtaining components, we might not be able to supply products in a timely manner due to a lack of components, and our business could be adversely affected.

In addition to our recent investment in KLH, any future acquisitions that we undertake could be difficult to integrate, disrupt our business, dilute stockholder value or harm our results of operations.

In May 2004, we completed our investment in KLH, a Beijing-based manufacturer and distributor of security, environmental and personal safety monitors. We may acquire or make investments in complementary businesses, technologies, services or products if appropriate opportunities arise. The process of integrating any acquired business, technology, service or product into our business and operations may result in unforeseen operating difficulties and expenditures. Integration of an acquired company also may consume much of our management’s time and attention that would otherwise be available for ongoing development of our business. Moreover, the anticipated benefits of any acquisition may not be realized. Future acquisitions could result in dilutive issuances of equity securities or the incurrence of debt, contingent liabilities or expenses related to goodwill recognition and other intangible assets, any of which could harm our business.

Our ownership interest in REnex will cause us to incur losses that we would not otherwise incur.

We own approximately 36% of REnex Technology Ltd., a wireless systems company still in the research and development stage, and which to date has not generated any revenues. We are required to incorporate our share of its expenses as losses in our Consolidated Statements of Operations. If REnex does not begin to generate revenues at the level we anticipate or otherwise incurs greater losses, we could incur greater losses than we anticipate and our results of operations will suffer.

The adoption of the fair value recognition provisions of SFAS No. 123 for stock-based employee compensation as provided for in SFAS No. 148, Accounting for Stock-Based Compensation, Transition and Disclosure, an amendment of FASB Statement No. 123 will have a significant impact on our financial statements.

In connection with our merger with Nettaxi.com, certain options under our 1993 Stock Plan became subject to variable accounting in accordance with FASB Interpretation No. 44 (FIN 44). To eliminate the variable effects of such accounting treatment, we have adopted the fair value

recognition provisions of SFAS No. 123 for stock-based employee compensation, effective January 1, 2003, under the modified prospective method as provided for in SFAS No. 148, Accounting for Stock-Based Compensation, Transition and Disclosure, an amendment of FASB Statement No. 123. These fair value recognition provisions generally result in stock-based compensation charges for options granted under our 1993 and 2002 stock option plans. For the three-month and six-month periods ended June 30, 2004, the fair value charges for options granted under our 1993 and 2002 stock option plans were $305,000 and $668,000, respectively.

Our business could suffer if we lose the services of any of our executive officers.

Our future success depends to a significant extent on the continued service of our executive officers, including Robert I. Chen, Joseph Ng, Peter Hsi and Hong Tao Sun. We do no have employment agreements with any of these officers. The loss of the services of any of our executive officers could harm our business.

Our officers, directors and principal stockholders beneficially own approximately 38% of our common stock and, accordingly, may exert substantial influence over the company.

Our executive officers and directors and principal stockholders, in the aggregate, beneficially own approximately 38% of our common stock. These stockholders acting together have the ability to control all matters requiring approval by our stockholders. These matters include the election and removal of the directors, amendment of our certificate of incorporation, and any merger, consolidation or sale of all or substantially all of our assets. In addition, they may dictate the management of our business and affairs. Furthermore, this concentration of ownership could have the effect of delaying, deferring or preventing a change in control, or impeding a merger or consolidation, takeover or other business combination, and may substantially reduce the marketability of our common stock.

Recently enacted changes in the securities laws and regulations have and are likely to continue to increase our costs.

The Sarbanes-Oxley Act of 2002 has required changes in some of our corporate governance, securities disclosure and compliance practices. In response to the requirements of that Act, the SEC and American Stock Exchange have promulgated new rules. Compliance with these new rules has increased our legal and financial and accounting costs, and we expect these increased costs to continue indefinitely. We also expect these developments to make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be forced to accept reduced coverage or incur substantially higher costs to maintain or obtain coverage. In addition, these developments may make it more difficult for us to attract and retain qualified members of our board of directors or qualified executive officers.

Item 4. Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we evaluated the effectiveness of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

There has been no change in our internal control over financial reporting during the quarter ended June 30, 2004 that has materially affected, or is reasonable likely to affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are from time to time involved in certain claims and legal proceedings as discussed in our previous reports on Form 10-K and Form 10-Q filed with the Securities and Exchange Commission. No material legal proceedings were initiated or terminated during the most recent fiscal quarter.

Item 2. Changes in Securities and Use of Proceeds

None

Item 3. Defaults upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Securities Holders

At our annual meeting of stockholders held on May 5, 2004, the stockholders elected the nominees for Class II directors to our Board of Directors. The votes were as follows:

Nominee	For	Withheld Authority
Neil W. Flanzraich	45,852,580	3,732
Lyle D. Feisel	45,856,304	8

The terms for Messrs. Flanzraich and Feisel will expire at the 2007 annual meeting. The following directors’ terms of office continue until the annual meeting indicated: Robert I. Chen and Sigrun Hjelmquist (Class III term expires at the 2005 annual meeting) and Peter H. Hsi and Edward C. Ross (Class I term expires at the 2006 annual meeting).

The following matter was also submitted to an approved by a vote of the stockholders with the results of the voting being as shown:

Proposal to ratify the appointment of BDO Seidman, LLP as our independent accountants for the fiscal year ending December 31, 2004:

For:	45,841,146
Against:	22,449
Abstained:	16,431

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits. The following is a list of exhibits filed as part of this Report on Form 10-Q.

Exhibit Number	Description of Document
31.1	Certification of Robert I. Chen, President, Chief Executive Officer and Chairman of the Board of the Registrant, furnished pursuant to Rule 13a-14 adopted under the Securities Exchange Act of 1934, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Joseph Ng, Chief Financial Officer and Vice-President, Business Development of the Registrant, furnished pursuant to Rule 13a-14 adopted under the Securities Exchange Act of 1934, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Robert I. Chen, President, Chief Executive Officer and Chairman of the Registrant, furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Joseph Ng, Chief Financial Officer and Vice-President, Business Development of the Registrant, furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K:

(1) On May 10, 2004, we filed a report on Form 8-K with the Securities and Exchange Commission including our earnings release for the quarter ended March 31, 2004 and a transcript of a conference call conducted on May 3, 2004 to discuss our results of operations. Also included was an announcement of our definitive agreement to invest in KLH for a price of $9 million in cash.

(3) On June 9, 2004, we filed a report on Form 8-K with the Securities and Exchange Commission announcing the completion of our investment in KLH on May 27, 2004 for a price of $9 million in cash.

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 on August 6, 2004.

RAE SYSTEMS INC.
By:	/s/ Joseph Ng
	Joseph Ng
	Chief Financial Officer and Vice President, Business Development

EXHIBIT INDEX

31.1	Certification of Robert I. Chen, President, Chief Executive Officer and Chairman of the Board of the Registrant, furnished pursuant to Rule 13a-14 adopted under the Securities Exchange Act of 1934, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Joseph Ng, Chief Financial Officer and Vice-President, Business Development of the Registrant, furnished pursuant to Rule 13a-14 adopted under the Securities Exchange Act of 1934, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Robert I. Chen, President, Chief Executive Officer and Chairman of the Registrant, furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Joseph Ng, Chief Financial Officer and Vice-President, Business Development of the Registrant, furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Robert I. Chen, certify that:

1. I have reviewed this quarterly report on Form 10-Q of RAE Systems Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 6, 2004

By:	/s/ Robert I. Chen
	Robert I. Chen
	President, Chief Executive Officer and Chairman of the Board

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Joseph Ng, certify that:

1. I have reviewed this quarterly report on Form 10-Q of RAE Systems Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 6, 2004

By:	/s/ Joseph Ng
	Joseph Ng
	Chief Financial Officer and Vice-President, Business Development

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of RAE Systems Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2004, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, each hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	By:	/s/ Robert I. Chen
August 6, 2004		Robert I. Chen
		President, Chief Executive Officer
		and Chairman of the Board

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of RAE Systems Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2004, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, each hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	By:	/s/ Joseph Ng
August 6, 2004		Joseph Ng
		Chief Financial Officer and
		Vice-President, Business
		Development