BOWLES FLUIDICS CORP
10-Q, 1996-06-11
MOTOR VEHICLE PARTS & ACCESSORIES
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                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                   FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

        For Quarter Ended April 27, 1996 Commission File Number 2-37706

                          Bowles Fluidics Corporation
             (exact name of registrant as specified in its charter)

                 MARYLAND                                 52-0741762
        (State or other jurisdiction of                (I.R.S. Employer
        incorporation or organization)                Identification No.)

          6625 Dobbin Road, Columbia, Maryland                  21045
        (Address of principal executive offices)              (Zip Code)

       Registrant's telephone number, including area code (410) 381-0400

Indicate  by check mark  whether the  registrant  has filed all annual,
quarterly  and other reports  required to be filed with the  Commission within
the past 90 days and in  addition  has  filed  the most  recent annual report
required to be filed.

                     Yes   X                            No

Indicate the number of shares  outstanding of each issuer's  classes of common
stock, as of January 27, 1996.

                Class                          Outstanding at April 27, 1996
          Common Stock, $.10                         12,610,011 shares


<PAGE>

INDEX

   BOWLES FLUIDICS CORPORATION
   FOR THE SIX MONTHS ENDED APRIL 27, 1996


                                                                      Page
   PART I.  Financial Information                                    Number

      Item 1.  Financial Statements

              Consolidated Statements of Income
                For the three and six months ended
                April 27, 1996 and April 29, 1995  .............        3

              Consolidated Balance Sheets
                April 27, 1996 and October 28, 1995  ...........        4

              Consolidated Statements of Cash Flows
                For the six months ended
                April 27, 1996 and April 29, 1995  .............        5

              Notes to Consolidated Financial Statements........        6

      Item 2.  Management's Discussion and Analysis
                 of Financial Condition and Results
                 of Operations  ................................        7

   PART II.  Other Information

      Item 6.  Exhibits and Reports on Form 8-K  ...............       10
                        Exhibit 11  ............................       11
                        Exhibit 20  ............................       13
                        Form 8-K  ..............................       15

                                       2

<PAGE>

BOWLES FLUIDICS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

<TABLE>
<CAPTION>
                                      For the three months ended               For the six months ended
                                       April 27,         April 29,             April 27,        April 29,
                                         1996              1995                  1996             1995
                                      ----------        ----------            ----------       ----------
<S>                                   <C>               <C>                   <C>              <C>
Net Sales                             $4,687,296        $4,419,120            $9,237,357       $8,612,438

Cost of Sales                          2,872,639         2,723,350             5,934,760        5,449,382
                                      ----------        ----------            ----------       ----------

Gross profit                           1,814,657         1,695,770             3,302,597        3,163,056

     Selling, general and
         administrative expenses       1,168,405           689,576             1,831,780        1,278,320
      Research and development costs     363,532           151,675               579,006          305,212
                                      ----------        ----------            ----------       ----------

Operating Income                         282,720           854,519               891,811        1,579,524

     Interest expense                        (63)           (7,132)               (6,018)         (25,223)
     Other income, net                    21,400            28,881                37,848           45,780
                                      ----------        ----------            ----------       ----------

Income before taxes                      304,057           876,268               923,641        1,600,081

     Provision for income taxes          106,220           328,869               332,836          599,749
                                      ----------        ----------            ----------       ----------

Net Income                               197,837           547,399               590,805        1,000,332

     Preferred stock
       dividends accrued                 (18,662)          (18,662)              (37,324)         (37,324)
                                      ----------        ----------            ----------       ----------

Income applicable to
     common shareholders              $  179,175        $  528,737            $  553,481       $  963,008
                                      ==========        ==========            ==========       ==========

Primary earnings per share            $      .01        $      .04            $      .04       $      .08
                                      ==========        ==========            ==========       ==========

Fully diluted earnings per share      $      .01        $      .03            $      .04       $      .06
                                      ==========        ==========            ==========       ==========
</TABLE>


The accompanying notes are an integral part of these financial statements.

                                       3

<PAGE>

BOWLES FLUIDICS CORPORATION
CONSOLIDATED BALANCE SHEETS
                                                 (Unaudited)         (Audited)
                                                  April 27,         October 28,
                                                    1996               1995
                                                 -----------        -----------
Assets
Current
    Cash and cash equivalents                    $1,169,217          $  676,981
    Investments available for sale                  195,784             679,513
    Accounts receivable                           2,934,193           2,761,394
    Inventories                                   1,735,374           1,899,346
    Other current assets                            387,625             306,974
                                                 ----------         -----------
        Total current assets                      6,422,193           6,324,208
                                                 ----------         -----------
Property and equipment, net                       3,020,804           2,821,804
Other assets                                        284,587             146,434
                                                 ----------         -----------
Total assets                                     $9,727,584          $9,292,446
                                                ===========         ===========
Liabilities and Stockholders' Equity
Current
    Accounts payable - trade                     $  691,526          $  995,421
    Accrued expenses and other liabilities          755,499             852,121
    Income taxes payable                            191,555             111,441
    Current portion of long-term debt                    -               68,857
                                                 ----------         -----------
        Total current liabilities                 1,638,580           2,027,840
Long-term debt                                           -              202,811
Other liabilities                                   756,630             282,904
Deferred income taxes                               149,000             149,000
                                                 ----------         -----------
Total liabilities                                 2,544,210           2,662,555
                                                 ----------         -----------

Commitments and Contingencies
Stockholders' Equity
    8% Convertible preferred stock                  933,080             933,080
    Common stock                                  1,261,001           1,261,001
    Additional paid-in capital                    2,726,583           2,726,583
    Retained earnings
        ($2,407,467 deficit eliminated
         at 10/29/94) Note 5                      2,262,710           1,709,227
                                                 ----------         -----------
Total stockholders' equity                        7,183,374           6,629,891
                                                 ----------         -----------
Total liabilities and stockholders' equity       $9,727,584         $ 9,292,446
                                                 ==========         ===========

The accompanying notes are an integral part of these financial statements.

                                       4

<PAGE>

BOWLES FLUIDICS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


                                                    For the six months ended
                                                    April 27,       April 29,
                                                      1996            1995
                                                   ----------      ----------
Net Income                                         $  590,805      $1,000,332
Adjustments to reconcile net income
  provided by operating activities:
    Depreciation and amortization                     353,866         327,708
    Deferred income taxes                            (162,000)            -
    (Gain)/Loss on disposal of assets                  15,217          (8,877)
     Accretion of interest on investments              (5,329)         (7,977)
                                                   ----------      ----------

                                                      792,559       1,311,186
                                                   ----------      ----------

  Change in operating accounts:
    Accounts receivable                              (172,799)       (162,238)
    Inventories                                       163,972         111,875
    Other assets                                      (80,651)        (53,197)
    Accounts payable                                 (303,895)       (276,190)
    Accrued expenses                                  (59,299)        (81,999)
    Income taxes payable                               80,114        (385,168)
    Other liabilities                                 473,726          26,652
                                                   ----------      ----------
         Change in operating accounts                 101,168        (820,265)
                                                   ----------      ----------
  Cash provided by operating activities               893,727         490,921
                                                   ----------      ----------

  Investing activities:
    Capital expenditures                             (544,233)       (241,310)
    Proceeds from sale of equipment                        -           31,025
    Purchase of investments                                -         (475,814)
    Proceeds from sale of investments                 489,058         390,105
                                                   ----------      ----------
       Net cash used in investing activities          (55,175)       (295,994)
                                                   ----------      ----------

  Financing activities:
     Principal payment of debt                       (271,668)       (492,626)
     Preferred stock dividend                         (74,648)        (74,646)
                                                   ----------      ----------
        Net cash used in financing activities        (346,316)       (567,272)
                                                   ----------      ----------

  Increase (decrease) in cash and cash
   equivalents                                        492,236        (372,345)

Cash and cash equivalents - beginning of period       676,981       1,557,230
                                                   ----------      ----------
Cash and cash equivalents - end of period          $1,169,217      $1,184,885
                                                   ==========      ==========

The accompanying notes are an integral part of these financial statements.

                                       5

<PAGE>

BOWLES FLUIDICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - General
   In  the  opinion  of  the  Company,  the  accompanying   unaudited  financial
statements  contain  all  adjustments   (consisting  of  only  normal  recurring
adjustments)  necessary to present fairly the financial position as of April 27,
1996,  the results of  operations  and cash flows for three and six months ended
April 27, 1996 and April 29, 1995.

   While the Company  believes  that the  disclosures  presented are adequate to
make the  information  not  misleading,  it is  suggested  that these  financial
statements be read in  conjunction  with the financial  statements and the notes
included in the Company's latest annual report on Form 10-K.

NOTE 2 - Inventories Inventories are comprised of:

                                           April 27,         October 28,
                                             1996               1995

        Raw Material                      $  603,463         $  703,864
        Work and tooling in process          132,675            416,090
        Finished Goods                       999,236            779,392
                                          ----------         ----------
              Total                       $1,735,374         $1,899,346
                                          ==========         ==========

NOTE 3 - Property  and  Equipment,  and  Accumulated  Depreciation  Property and
     Equipment, and Accumulated Depreciation are comprised of:

                                                  April 27,        October 28,
                                                    1996              1995
     Production machinery and equipment          $ 4,110,704       $ 4,047,602
     Office furniture and equipment                1,850,805         1,580,026
     Laboratory and machine shop equipment         1,268,050         1,159,087
     Leasehold improvements                          566,681           539,274
                                                 -----------       -----------
              Total property and equipment         7,796,240         7,325,989
     Less accumulated depreciation                (4,775,436)       (4,504,185)
                                                 -----------       -----------
              Net property and equipment         $ 3,020,804       $ 2,821,804
                                                 ===========       ===========

NOTE 4 - Debt
     The Board of Directors authorized  management to pay all of the outstanding
debt with Mercantile-Safe Deposit & Trust Company as of February 1, 1996.

NOTE 5 - Quasi reorganization
     Effective   October  29,   1994,   the  Board  of   Directors   approved  a
quasi-reorganization  which had the impact of eliminating the retained  earnings
deficit as an adjustment to the additional paid-in capital.

NOTE 6 - Termination of sales agreement
     In the  second  quarter  ended  April 27,  1996,  the  Company  accrued  an
additional  selling  expense of $258,000,  net of income  taxes,  related to the
planned  termination  of the  sales  agreement  with  one of its  manufacturers'
representatives. The payments are expected to commence in May 1997.

                                       6

<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION


The  following  discussion  should  be read in  conjunction  with  the  attached
financial statements and notes thereto, and with the Company's audited financial
statements and notes thereto for the fiscal year ended October 28, 1995.


RESULTS OF OPERATIONS

Second Quarter FY 1996 Compared with Second Quarter FY 1995

The Company  achieved record sales in the second quarter FY 1996 in spite of the
unfavorable  effect of the  two-week  shutdown of the General  Motors  plants in
March.  Net  income,  however,  was less than last year's  second  quarter as an
additional  charge  related to the planned  termination  of the Company's  sales
agreement with one of its manufacturers'  representatives  was recorded,  higher
additional  expenses  were incurred for research and  develop-ment,  and product
profit margins decreased.

Net sales in the  second  quarter of FY 1996 rose to  $4,687,296,  6% above last
year's second  quarter  sales of  $4,419,120.  Net income was  $197,837,  64% or
$349,562 lower than last year's second quarter of $547,399.

Sales of light vehicle  windshield  washer and  defroster  nozzles of $4,640,865
increased 14% over last year's second quarter sales of  $4,075,225,  principally
due to a larger  volume  of  shipments  of  newly  designed  products.  Sales of
prototype and  production  tooling of $46,431 for future  product  manufacturing
decreased 86% from last year's second  quarter,  reflecting a much lower rate of
culmination  of new  washer  and  defroster  nozzle  programs.  This  decline is
expected to continue through the 1996 fiscal year.

Gross profit in this year's second quarter was $1,814,657,  7% above last year's
second quarter of $1,695,770, principally because of the higher volume. However,
lower margins on new products reduced overall profit margins and are expected to
continue to do so in the future. While having little net impact on gross profit,
engineering resources were redirected in the FY 1996 second quarter more towards
applications  engineering,  i.e., the custom-ization of new auto products,  with
less emphasis on tooling and product qualification  activities.  One significant
new product is the air  conditioning  outlets for an  automotive  customer,  for
which prototypes are scheduled for delivery in the fall.

Selling, general and administrative expenses were 69% higher due to increases in
sales  commissions  and  personnel  costs.  The  sales  commissions  include  an
additional  charge  of  $420,000  related  to  the  planned  termination  of the
Company's  sales  agreement  with  one  of its  manufacturers'  representatives.
Research and development  costs rose 140% as greater efforts were applied to the
development of new products for both automotive and nonautomotive applications.

Operating  income  decreased  67% or $571,799 to $282,720 in this year's  second
quarter versus $854,519 in last year's comparable period.

Provision for income taxes, both federal and state, was determined based upon an
estimate of the total year's  pretax  income.  The  effective tax rates for both
years' second quarters were essentially the same.

                                       7

<PAGE>

Six Months Ended April 27, 1996, Compared with Six Months Ended April 29, 1995

For the first six months of the 1996  fiscal year ended  April 27,  1996,  sales
rose but net income  declined  primarily due to an additional  charge related to
the  termination  of  the  Company's  sales  agreement,  product  profit  margin
pressures, and increases in expenses for research and development.

Net sales  gained 7% to  $9,237,357  for the first six months of the 1996 fiscal
year compared with  $8,612,438 in the  comparable  period in 1995. Net income of
$590,805 was 41% below the results of the prior fiscal year's first six months.

Sales of light vehicle  windshield  washer and  defroster  nozzles of $8,812,042
increased  11.5% in the first six months  compared  with the same  period in the
prior fiscal year,  principally because of increased shipments of newly designed
products.  Sales of  prototype  and  production  tooling of $425,315 in 1996 for
future  product  manu-facturing  declined  40% versus  sales of $708,820 for the
first six months of the 1995 fiscal year.  This decline  reflects the lower rate
of culmination of new washer and defroster nozzle programs.

Gross  profit in the  first six  months  of the 1996  fiscal  year  gained 4% to
$3,302,597  from $3,163,056 in the similar 1995 period as a result of the larger
sales volume.  However,  lower margins on new products  reduced  overall  profit
margins. During the first six months of this fiscal year, with little net impact
on gross profit, engineering resources were redirected towards more applications
engineering,  i.e., the  customization  of new auto  products,  from tooling and
product  qualification  activities.  One  significant  new  product  is the  air
conditioning  outlets  for an  automotive  customer,  for which  prototypes  are
scheduled for delivery in the fall.

Selling,  general and  administrative  expenses were 43% higher in the first six
months of fiscal  year 1996  compared  with the similar  1995 period  because of
increases  in sales  commissions  and  personnel  costs.  The sales  commissions
include an additional  charge of $420,000 related to the planned  termination of
the Company's  sales agreement with one of its  manufacturers'  representatives.
Research and  development  costs rose 90% in the same period as greater  efforts
were  applied  to the  development  of new  products  for  both  automotive  and
nonautomotive applications.

Operating  income decreased 44% or $687,713 to $891,811 in this year's first six
months versus $1,579,524 in last year's comparable period.

Provision for income taxes, both federal and state, was determined based upon an
estimate of the total year's  pretax  income.  The  effective tax rates for both
years' six months were essentially the same.


FINANCIAL CONDITION

The Company's  working  capital at April 27, 1996,  increased  $487,245 from the
previous  year end at October 28, 1995.  The current  ratio rose from 3.1 to 3.9
during the first six months.  Accounts  receivable  increased as a result of the
higher  sales,  and  inventories  decreased  because of the sale of tooling from
work-in-process  inventory.  Current  liabilities  declined  with the paydown of
accounts payable and year-end accruals.

Cash provided by operations was $893,727 during the first six months of the 1996
fiscal year compared with $490,921 in last year's  similar  period.  This year's
cash flow from net  income was lower but was used to a lesser  extent  than last
year to pay down income tax accruals.

Capital  expenditures  were  $544,233  in this fiscal  year's  first six months,
$302,923 greater than last year as more funds were spent on computer  facilities
and production equipment.

                                       8

<PAGE>

Cash used for financing activities was lower than last year as the early payment
of all  outstanding  bank debt this  year was less  than the  early  payment  of
certain notes last year.

The  quasi-reorganization  that  was  carried  out  at  October  29,  1994,  was
implemented in order to eliminate the deficit in retained earnings.  The deficit
had occurred due to the  settlement of a lawsuit in 1991 related to prior years'
activities and operating losses related to discontinued  products prior to 1980.
With new products and profitable  operations,  management desired to reflect the
current  financial  strength of the  Company.  The only impact on the  financial
statements  was to record the  elimination of the retained  earnings  deficit to
date  and the  corresponding  reduction  in  additional  paid-in  capital.  Upon
evaluation, the Company's assets and liabilities did not require readjustments.

North American light vehicle production  (excluding Mexican output) by the three
major U.S.  automotive  companies,  which generates most of the Company's sales,
decreased  14% in the first  calendar  quarter of 1996 versus the same period in
1995. Production for the second calendar quarter of 1996 is forecasted by Ward's
Automotive Reports to increase 6% over last year's second quarter.

The  Company's  management  believes  that the present  and  planned  production
capacity  should be satisfactory  to meet the  anticipated  demands  referred to
above, additional market penetration, and new product deliveries. Cash flow from
operations  and  available  cash are  expected to provide  the funds  needed for
future  product   development,   capital   expenditures,   and  working  capital
requirements. The Company currently has no debt.

                                       9

<PAGE>

BOWLES FLUIDICS CORPORATION
PART II.  OTHER INFORMATION

FOR THE SIX MONTHS ENDED APRIL 27, 1996

Item  6. Exhibits and Reports on Form 8-K

                  Exhibits                 Description

         (a)      Exhibit 11               Computation of Earnings
                                              Per Common Share
                  Exhibit 20               Report furnished to Security Holders

         (b)      Reports on Form 8-K

                                       10

<PAGE>

BOWLES FLUIDICS CORPORATION
PART II.  OTHER INFORMATION

Item 6. (a) EXHIBIT 11 - CALCULATION OF EARNINGS PER SHARE


  A. PRIMARY EARNINGS PER COMMON SHARE AND COMMON EQUIVALENT SHARES

<TABLE>
<CAPTION>
                                                 For the three months ended         For the six months ended
                                                 April 27,        April 29,         April 27,      April 29,
                                                    1996            1995              1996           1995
                                                ----------       ----------        ----------     ----------
<S>                                            <C>              <C>               <C>            <C>
Calculation of Net Income

         Net income per books                  $   197,837      $   547,399       $   590,805    $ 1,000,332

         Less:  Dividends on convertible
                     preferred stock                18,662           18,662            37,324         37,324
                                               -----------      -----------       -----------    -----------

              Net income as adjusted           $   179,175      $   528,737       $   553,481    $   963,008
                                               ===========      ===========       ===========    ===========

Calculation of Outstanding Shares

         Weighted average of common
           shares outstanding                   12,610,011       12,590,011        12,610,011     12,590,011

         Add:  Assumed exercise of stock
                    options                         86,726          108,644           114,837         97,959
                                               -----------      -----------       -----------    -----------

         Number of common shares
           outstanding adjusted                 12,696,737       12,698,655        12,724,848     12,687,970
                                               ===========      ===========       ===========    ===========


Primary earnings per common share              $       .01      $       .04       $       .04    $       .08
                                               ===========      ===========       ===========    ===========
</TABLE>

                                       11

<PAGE>

BOWLES FLUIDICS CORPORATION
PART II.  OTHER INFORMATION

Item 6. (a) EXHIBIT 11 - CALCULATION OF EARNINGS PER SHARE (continued)

  B.   FULLY DILUTED EARNINGS PER SHARE

<TABLE>
<CAPTION>
                                              For the three months ended         For the six months ended
                                              April 27,        April 29,         April 27,      April 29,
                                                1996             1995              1996           1995
                                             ----------       ----------        ----------     ----------
<S>                                         <C>              <C>               <C>            <C>
         Net Income per books               $   197,837      $   547,399       $   590,805    $ 1,000,332
                                            ===========      ===========       ===========    ===========


         Weighted average of common
              shares outstanding             12,610,011       12,590,011        12,610,011     12,590,011

         Add:  Assumed conversion of
                   preferred stock            3,732,320        3,732,320         3,732,320      3,732,320
               Assumed exercise of stock
                   options                       87,556          130,667           114,837        130,667
                                            -----------      -----------       -----------    -----------


                 Number of shares            16,429,887       16,452,998        16,457,168     16,452,998
                                            ===========      ===========       ===========    ===========


         Fully diluted earnings
           per share                        $       .01      $       .03       $       .04    $       .06
                                            ===========      ===========       ===========    ===========
</TABLE>

                                       12



                                                                      Exhibit 20

                          BOWLES FLUIDICS CORPORATION
              6625 Dobbin Road, Columbia, Maryland 21045-4707 USA
              Phone: 410-381-0400               Fax: 410-381-2718


                                                                   June 11, 1996


TO THE STOCKHOLDERS OF BOWLES FLUIDICS CORPORATION:

BFC  sales in the  second  quarter  of 1996 rose 14% above  last  year's  second
quarter.  This  increase  occurred in spite of a  strike-induced  shutdown of GM
assembly plants averaging about a two-week  duration in March and against the 5%
decrease in volume of light vehicle production in the first five months of 1996.
The  sales  gain is  attributed  to a larger  sales  volume  of  newly  designed
products.

However,  net income was 64% lower than the same period last year. An additional
charge was recorded  relating to the planned  termination of the Company's sales
agreements with one of its manufacturers' representatives.  Lower margins on the
new products,  our commitment to expand R&D efforts in basic  research,  and new
product  development (in and out of the auto industry) are major contributors to
this decline.  Our application of more engineering  resources toward new product
development,  specifically  the AC outlet,  and less on tooling  have had little
impact on net income.

Several  parts are up and  running  on the new  information  system  and we have
scheduled  a  summer  date  for our  QS-9000  pre-assessment  audit.  We will be
continuing these instigation efforts through the next quarter.

The AC outlet  program  has  entered  the  prototype  stage on  schedule  and is
proceeding toward prototype delivery in the fall.

North American auto  production  predictions  were up from last quarter and show
rate  increases for the second and third  quarters over last year. We believe we
can continue to support these expansion efforts.

                                                     Sincerely,



                                                     Ronald Stouffer
                                                     President
RS:lto
Enclosure

                                       13

<PAGE>

                                                                      Exhibit 20

BOWLES FLUIDICS CORPORATION
- -------------------------------------------------------------------------------

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

<TABLE>
<CAPTION>
                                                                Three Months Ended                      Six Months Ended
                                                         April 27, 1996     April 29, 1995       April 27, 1996     April 29, 1995
                                                         --------------     --------------       --------------     --------------
<S>                                                      <C>                <C>                  <C>               <C>
Net Sales                                                  $4,687,296         $4,419,120           $9,237,357        $8,612,438
Cost of Sales                                               2,872,639          2,723,350            5,934,760         5,449,382
Selling, General and Administrative Expenses                1,168,405            689,576            1,831,780         1,278,320
Research and Development Costs                                363,532            151,675              579,006           305,212
Interest Expense and Other (Income) and Expense, Net          (21,337)           (21,749)             (31,830)          (20,557)
                                                         --------------     --------------       --------------     --------------

Income before Taxes                                        $  304,057         $  876,268           $  923,641        $1,600,081

Provision for Taxes                                           106,220            328,869              332,836           599,749
                                                         --------------     --------------       --------------     --------------

Net Income                                                 $  197,837         $  547,399           $  590,805        $1,000,332
                                                         ==============     ==============       ==============     ==============

Net Income per Share
    Primary                                                $     0.01         $     0.04           $     0.04        $     0.08
    Fully Diluted                                          $     0.01         $     0.03           $     0.04        $     0.06
</TABLE>
- --------------------------------------------------------------------------------

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                           Unaudited                    Audited
                                                         April 27,1996              October 28,1995
<S>                                                      <C>                        <C>
Assets
     Cash and Cash Equivalents                             $1,169,217                  $  676,981
      Investments Available for Sale                          195,784                     679,513
      Accounts Receivable                                   2,934,193                   2,761,394
      Inventories                                           1,735,374                   1,899,346
      Other Current Assets                                    387,625                     306,974
                                                      --------------------     -----------------------

           Total Current Assets                             6,422,193                   6,324,208

      Property, Plant and Equipment, Net                    3,020,804                   2,821,804
      Other Assets                                            284,587                     146,434
                                                      --------------------     -----------------------

            Total Assets                                   $9,727,584                  $9,292,446
                                                      ====================     =======================

Liabilities and Stockholders' Equity
    Accounts Payable--Trade                                $  691,526                  $  995,421
    Accrued Expenses and Other Liabilities                    755,499                     852,121
    Income Taxes Payable                                      191,555                     111,441
    Current Portion of Long-Term Debt                             -                        68,857
                                                      --------------------     -----------------------

         Total Current Liabilities                          1,638,580                   2,027,840

     Long-Term Debt                                               -                       202,811
     Other Liabilities and Deferred Income Taxes              905,630                     431,904
                                                      --------------------     -----------------------

         Total Liabilities                                  2,544,210                   2,662,555
                                                      --------------------     -----------------------

    8% Convertible Preferred Stock                            933,080                     933,080
    Common Stock                                            1,261,001                   1,261,001
    Additional Paid-in Capital                              2,726,583                   2,726,583
    Retained Earnings                                       2,262,710                   1,709,227
                                                      --------------------     -----------------------

        Stockholders' Equity                                7,183,374                   6,629,891
                                                      --------------------     -----------------------

        Total Liabilities and Stockholders' Equity         $9,727,584                  $9,292,446
                                                      ====================     =======================
</TABLE>

                                       14
<PAGE>

BOWLES FLUIDICS CORPORATION
PART II.  OTHER INFORMATION

Item 6.       (b)     Reports on Form 8-K

March 14, 1996

    An Annual Meeting of Stockholders  of Bowles Fluidics  Corporation
was held on March 14, 1996.

    1.  The following Board of Directors was elected:

           William Ewing, Jr.
           William Ewing, III
           Julian Lazrus
           Ronald D. Stouffer
           John E. Searle, Jr.
           David C. Dressler

    2.  Also at the meeting of stockholders, Coopers & Lybrand L.L.P. was
appointed as the Corporation's certified public accountants.

    3.  At a Director's meeting immediately following the meeting of
Stockholders, the following officers were elected:

           Chairman of the Board                      William Ewing, Jr.
           Vice Chairman of the Board                 Julian Lazrus
           President                                  Ronald D. Stouffer
           Vice President, Administration,
                & Secretary                           Eleanor M. Kupris
           Vice President, Engineering                Richard W. Hess
           Vice President, Finance                    David A. Quinn
           Vice President, Marketing                  Eric W. Koehler
           Vice President, Quality Assurance          Dharaphuram N. Srinath
           Corporate Controller                       Arlene M. Hardy
           Vice President, Operations                 Melvyn J. L. Clough

                                       15

<PAGE>

                                   FORM 10-Q

                          BOWLES FLUIDICS CORPORATION

     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.


                                            BOWLES FLUIDICS CORPORATION





Date ___________________                    By _______________________
                                                 Ronald D. Stouffer
                                                 President





Date ___________________                    By ________________________
                                                 David A. Quinn
                                                 Vice President-Finance

                                       16



<TABLE> <S> <C>

<ARTICLE>                     5
<MULTIPLIER>                                   1
       
<S>                           <C>
<PERIOD-TYPE>                 3-MOS
<FISCAL-YEAR-END>                            Oct-26-1996
<PERIOD-END>                                 Apr-27-1996
<CASH>                                         1,169,217
<SECURITIES>                                     195,784
<RECEIVABLES>                                  2,934,193
<ALLOWANCES>                                           0
<INVENTORY>                                    1,735,374
<CURRENT-ASSETS>                               6,422,193
<PP&E>                                         7,796,240
<DEPRECIATION>                                 3,020,804
<TOTAL-ASSETS>                                 9,727,584
<CURRENT-LIABILITIES>                          1,638,580
<BONDS>                                                0
                                  0
                                      933,080
<COMMON>                                       1,261,001
<OTHER-SE>                                     4,989,293
<TOTAL-LIABILITY-AND-EQUITY>                   9,727,584
<SALES>                                        4,687,296
<TOTAL-REVENUES>                               4,687,296
<CGS>                                          2,872,639
<TOTAL-COSTS>                                  4,404,576
<OTHER-EXPENSES>                                 (21,400)
<LOSS-PROVISION>                                       0
<INTEREST-EXPENSE>                                    63
<INCOME-PRETAX>                                  304,057
<INCOME-TAX>                                     106,220
<INCOME-CONTINUING>                              197,837
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                     197,837
<EPS-PRIMARY>                                       0.01
<EPS-DILUTED>                                       0.01
        


</TABLE>


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