BOWLES FLUIDICS CORP
10-Q, 1997-06-10
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 26, 1997 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 25, 1997.

            Class                            Outstanding at April 26, 1997
     ------------------                      -----------------------------
     Common Stock, $.10                             12,640,011 shares



<PAGE>


INDEX

   BOWLES FLUIDICS CORPORATION
   FOR THE SIX MONTHS ENDED APRIL 26, 1997

<TABLE>
<CAPTION>
                                                                                                   Page
                                                                                                  Number
                                                                                                  ------
<S><C>
   PART I.  Financial Information

      Item 1.  Financial Statements

              Consolidated Statements of Income
                For the three and six months ended
                April 26, 1997 and April 27, 1996  ..........................................        3

              Consolidated Balance Sheets
                April 26, 1997 and October 26, 1996  ........................................        4

              Consolidated Statements of Cash Flows
                For the six months ended
                April 26, 1997 and April 27, 1996  ..........................................        5

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

      Item 2.  Management's Discussion and Analysis
                 of Results of Operations and Financial
                 Condition  .................................................................        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
</TABLE>


                                       2


<PAGE>

BOWLES FLUIDICS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

<TABLE>
<CAPTION>
                                                   For the Three Months Ended               For the Six Months Ended
                                                  -----------------------------          ------------------------------
                                                   April 26,         April 27,             April 26,         April 27,
                                                      1997             1996                   1997              1996
                                                  -----------      ------------          ------------      ------------
<S><C>
Net sales                                         $ 4,983,272      $ 4,687,296           $ 9,227,395       $ 9,237,357

Cost of sales                                       3,037,098        2,872,639             6,195,179         5,934,760
                                                  -----------      -----------           -----------       -----------

Gross profit                                        1,946,174        1,814,657             3,032,216         3,302,597

     Selling, general and
         administrative expenses                      896,487        1,168,405             1,737,469         1,831,780
      Research and development costs                  256,747          363,532               531,508           579,006
                                                  -----------      -----------           -----------       -----------

Operating income                                      792,940          282,720               763,239           891,811

     Interest expense                                       -              (63)                    -            (6,018)
     Other income, net                                 32,305           21,400                49,339            37,848
                                                  -----------      -----------           -----------       -----------

Income before taxes                                   825,245          304,057               812,578           923,641

     Provision for income taxes                       307,174          106,220               292,342           332,836
                                                  -----------      -----------           -----------       -----------

Net income                                            518,071          197,837               520,236           590,805

     Preferred stock
       dividends accrued                              (18,662)         (18,662)              (37,323)          (37,324)
                                                  -----------      -----------           -----------       -----------

Income applicable to
     common shareholders                          $   499,409      $   179,175           $   482,913       $    553,481
                                                  ===========      ===========           ===========       ============

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

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


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

                                       3

<PAGE>

BOWLES FLUIDICS CORPORATION
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                (Unaudited)               (Audited)
                                                                 April 26,               October 26,
                                                                    1997                     1996
                                                              ---------------           -------------
<S><C>
ASSETS

Current
    Cash and cash equivalents                                  $   1,047,379              $  1,287,110
    Investments available for sale                                   594,505                   577,837
    Accounts receivable                                            3,436,984                 2,775,658
    Inventories                                                    1,769,122                 1,986,065
    Other current assets                                             481,333                   556,525
                                                               -------------              ------------
        Total current assets                                       7,329,323                 7,183,195
                                                               -------------              ------------
Property and equipment, net                                        3,419,346                 3,428,765

Other assets                                                         100,338                   107,892
                                                               -------------              ------------
Total assets                                                   $  10,849,007              $ 10,719,852
                                                               =============              ============
LIABILITIES AND STOCKHOLDERS' EQUITY

Current
    Accounts payable - trade                                   $     819,521              $  1,104,511
    Accrued expenses and other liabilities                         1,652,510                 1,389,356
    Income taxes payable                                             119,872                    40,000
                                                               -------------              ------------
         Total current liabilities                                 2,591,903                 2,533,867
Other liabilities                                              $     330,139              $    746,433
                                                               -------------              ------------
          Total liabilities                                    $   2,922,042              $  3,280,300
                                                               -------------              ------------

Commitments and contingencies
Stockholders' Equity
    8% Convertible preferred stock                                   933,080                   933,080
    Common stock                                                   1,264,001                 1,261,001
    Additional paid-in capital                                     2,728,082                 2,726,583
    Retained earnings
        ($2,407,467 deficit eliminated
         at 10/29/94) Note 5                                       3,001,802                 2,518,888
                                                               -------------              ------------
Total stockholders' equity                                         7,926,965                 7,439,552
                                                               -------------              ------------
Total liabilities and stockholders' equity                     $  10,849,007              $ 10,719,852
                                                               =============              ============
</TABLE>


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

                                       4


<PAGE>




BOWLES FLUIDICS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

<TABLE>
<CAPTION>
                                                                         For the Six Months ended
                                                                 -----------------------------------------
                                                                    April 26,                 April 27,
                                                                      1997                       1996
                                                                 --------------            ---------------
<S><C>
Cash flows from operating activities:
Net income                                                       $    520,236                $   590,805
     Adjustments to reconcile net income
     provided by operating activities:
        Depreciation and amortization                                 448,238                    353,866
        Deferred income taxes                                               -                   (162,000)
        Loss on disposal of assets                                      2,450                     15,217
        Accretion of interest on investments                          (16,668)                    (5,329)
                                                                 ------------                -----------
                                                                      954,256                    792,559
                                                                 ------------                -----------

 Change in operating accounts:
        Accounts receivable                                          (661,326)                  (172,799)
        Inventories                                                   216,942                    163,972
        Other assets                                                   72,395                    (80,651)
        Accounts payable                                             (284,990)                  (303,895)
        Accrued expenses and other liabilities                       (115,818)                   414,427
        Income taxes payable                                           79,872                     80,114
                                                                 ------------                -----------
              Change in operating accounts                           (692,925)                   101,168
                                                                 ------------                -----------
 Net cash provided by operating activities                            261,331                    893,727
                                                                 ------------                -----------

Cash flows from investing activities:
     Capital expenditures                                            (431,341)                  (544,233)
     Proceeds from sale of equipment                                      425                          -
     Proceeds from sale of investments                                      -                    489,058
                                                                 ------------                -----------
Net cash used in investing activities                                (430,916)                   (55,175)
                                                                 ------------                -----------

Cash flows from financing activities:
     Principal payment of debt                                              -                   (271,668)
     Preferred stock dividend                                         (74,646)                   (74,648)
     Proceeds from issuance of common stock                             4,500                          -
                                                                 ------------                -----------
Net cash used in financing activities                                 (70,146)                  (346,316)
                                                                 ------------                -----------

Net increase(decrease) in cash and cash
   equivalents                                                       (239,731)                   492,236

Cash and cash equivalents
     - Beginning of period                                          1,287,110                    676,981
                                                                 ------------                -----------
     - End of period                                             $  1,047,379                $ 1,169,217
                                                                 ============                ===========
</TABLE>


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 26,
1997,  and the  results  of  operations  and cash flows for three and six months
ended April 26, 1997 and April 27, 1996.

   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:

<TABLE>
<CAPTION>
                                                             April 26,             October 26,
                                                               1997                   1996
                                                           ------------           -------------
<S><C>
              Raw Material                                  $   617,780           $   678,494
              Work and tooling in process                       613,986               242,369
              Finished Goods                                    537,356             1,065,202
                                                            -----------           -----------
                    Total                                   $ 1,769,122           $ 1,986,065
                                                            ===========           ===========
</TABLE>

NOTE 3 - Property and Equipment, and Accumulated Depreciation

   Property and Equipment, and Accumulated Depreciation are comprised of:

<TABLE>
<CAPTION>
                                                             April 26,          October 26,
                                                               1997                1996
                                                           ------------        -------------
<S><C>
     Production machinery and equipment                    $ 4,568,873         $  4,397,018
     Office furniture and equipment                          2,242,438            1,992,152
     Laboratory and machine shop equipment                   1,416,220            1,395,837
     Leasehold improvements                                    768,694              796,928
                                                           -----------         ------------
              Total property and equipment                   8,996,225            8,581,935
     Less accumulated depreciation                          (5,576,879)          (5,153,170)
                                                           -----------         ------------
              Net property and equipment                   $ 3,419,346         $  3,428,765
                                                           ===========         ============
</TABLE>

NOTE 4 - Capital Stock

     In January, 1997, an officer of the Company exercised her stock options and
purchased 30,000 shares of common stock at the exercise price of $.15 per share.

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.

                                       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 26, 1996.

RESULTS OF OPERATIONS
- ---------------------

Second Quarter FY 1997 Compared with Second Quarter FY 1996
- -----------------------------------------------------------

The Company achieved record sales in the second quarter of fiscal year 1997 as a
result of strong  shipments of windshield  washer  nozzles.  Net income was also
higher in this  year's  second  quarter  due to the lack of last  year's  second
quarter  additional  charge related to the planned  termination of the Company's
sales  agreement  and  due  to  the  increased  sales  of  washer  nozzles.  The
termination of the agreement became effective May 14, 1997.

Net sales in the second quarter of fiscal year 1997 rose to $4,983,272, 6% above
last year's second quarter sales of $4,687,296. Net income was $518,071, 162% or
$320,234 more than last year's second quarter income of $197,837.

Sales of light vehicle  windshield  washer and  defroster  nozzles of $4,878,833
increased 5% over last year's second quarter sales of $4,640,865  despite a drop
in shipments of defrosters as certain models were discontinued.  Sales of washer
nozzles for General  Motors  vehicles were strong  because of this year's higher
production of new car models and the recovery  from last year's  second  quarter
plant  shutdowns.  Sales of  prototype  and  production  tooling of $104,438 for
future  product  manufacturing  increased  125% over last year's second  quarter
tooling  sales,  principally  due to the timing of the  start-up  of various car
model programs.

Gross profit in this year's second quarter was $1,946,174,  7% above last year's
second  quarter  profit of  $1,814,657,  principally  as a result of the  higher
volume of washer nozzle  shipments,  in spite of greater spending on engineering
and other support activities for the customization of new products,  both washer
nozzles and air conditioning outlets.

Selling,  general and  administrative  expenses of $896,487  for the fiscal year
1997 second quarter were 23% lower than those for the prior fiscal year's second
quarter due to the lack of last year's $420,000 additional charge related to the
planned   termination  of  the  Company's   sales  agreement  with  one  of  its
manufacturer's  representatives.  These  expenses  were  also  affected  by  the
addition of sales  personnel  as well as  increased  consulting  fees related to
long-range  planning.  Research and development  costs at 5.2% of net sales were
$256,747,  29% below last  year's  second  quarter as a special  program for the
improvement of windshield washer nozzles was completed during that year.

Operating  income  increased  $510,220 or 180% to $792,940 in this fiscal year's
second quarter compared to $282,720 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 26, 1997, Compared with Six Months Ended April 27, 1996
- ------------------------------------------------------------------------------

For the first six months of the 1997 fiscal year ended April 26, 1997, net sales
were  unchanged,  but net income  decreased  as a result of higher  spending for
customization of new products.

Net  sales  for the first  six  months  of  fiscal  year  1997 were  $9,227,395,
essentially the same as the prior year's first six months.  Net income decreased
12% to $520,236 from last year's first six months results of $590,805.

Sales of light vehicle washer and defroster nozzles of $8,940,183 increased 1.5%
in the first six months compared with $8,812,042 in the same period in the prior
year. Higher shipments of washer nozzles for General Motors vehicles were offset
by lower  shipments of defroster  nozzles.  Technical  services sales of product
design work and  prototype  and  production  tooling  related to future  product
manufacturing  declined 32% to $287,212  from last year's first six months sales
of $425,315,  principally due to the timing of the start-up of various car model
programs.

Gross  profit in the first six months of the 1997  fiscal  year  declined  8% to
$3,032,216  from  $3,302,597  in the  similar  1996 period as a result of higher
spending on engineering and other support  activities for the  customization  of
new windshield washer nozzles and air conditioning outlets.

Selling,  general and  administrative  expenses were $1,737,469 in the first six
months of fiscal year 1997,  5% lower than in the similar 1996 period due to the
lack  of  last  year's  $420,000   additional  charge  related  to  the  planned
termination  of the Company's  sales  agreement  with one of its  manufacturer's
representatives.  These  expenses  were also  affected by the  addition of sales
personnel as well as increases in consulting fees for  operational  improvements
and long-range  planning.  Research and  development  costs at 5.8% of net sales
decreased by 8% as less  spending  was incurred for basic  fluidic and other new
product research.

Operating income of $763,239 was earned in this year's first six months compared
with $891,811 in the similar period last year, a 14% decline.

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 of $4,737,420 at April 26, 1997, increased $88,092
or 2% from the previous  fiscal year end at October 26, 1996.  The current ratio
of 2.83 remained the same for the two dates.  The current  working capital would
have increased due to higher accounts  receivable from increased  General Motors
sales and the decline in accrued  liabilities  from payment of certain  year-end
accruals.  However,  current liabilities increased because a significant portion
of last  year's  accrual  related  to the  termination  of the  Company's  sales
agreement was reclassified from long-term to current liabilities.


                                       8


<PAGE>


Cash  provided by operating  activities  was $261,331 in the first six months of
fiscal year 1997 compared with  $893,727 in last fiscal year's  similar  period.
The  principal  difference  in cash flow was the  investment  this year in trade
accounts  receivable  due to timing of cash  receipts  and the accrual last year
related to the termination of the Company's sales agreement.

Capital  expenditures  were  $431,341  in this fiscal  year's  first six months,
$112,892 less than the  comparable  period last year.  The Company's  management
believes that capital  expenditures  for the 1997 fiscal year as a whole will be
approximately equal to the prior year.

North American light vehicle production  (excluding Mexican output) by the three
major U.S.  automotive  companies,  which generates most of the Company's sales,
increased  7% in the first  calendar  quarter of 1997  versus the same period in
1996. Production for the second calendar quarter of 1997 is forecasted by Ward's
Automotive Reports to decrease slightly from 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, as well as near-term new product deliveries. Cash flow from operations as
well as  available  cash is expected to provide the funds  needed for  near-term
working capital requirements and capital expenditures.


                                       9


<PAGE>


BOWLES FLUIDICS CORPORATION
PART II. OTHER INFORMATION

FOR THE SIX MONTHS ENDED APRIL 26 1997

Item 6. Exhibits and Reports on Form 8-K

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


(b)   Reports on Form 8-K


                                       10

<PAGE>


BOWLES FLUIDICS CORPORATION -EXHIBIT 11
CALCULATION OF EARNINGS PER SHARE


  A. PRIMARY EARNINGS PER COMMON SHARE

<TABLE>
<CAPTION>
                                                        For the Three Months Ended          For the Six Months Ended
                                                      ------------------------------      ----------------------------
                                                       April 26,         April 27,         April 26,         April 27,
                                                          1997              1996             1997              1996
                                                      -----------       -----------       -----------       -----------
<S><C>
Calculation of net income:

         Net income per books                        $     518,071     $     197,837    $    520,236      $     590,805

         Less:  Dividends on convertible
                     preferred stock                        18,662            18,662          37,323             37,324
                                                     -------------     -------------    ------------      -------------

              Net income as adjusted                 $     499,409     $     179,175    $    482,913      $     553,481
                                                     =============     =============    =============     =============

Calculation of outstanding shares:

         Weighted average of common
           shares outstanding                           12,640,011        12,610,011      12,627,511         12,610,011

         Add:  Assumed exercise of stock
                    options                                 45,836            86,726          48,570            114,837
                                                     -------------     -------------    ------------      -------------

Number of common shares
outstanding adjusted                                    12,685,847        12,696,737      12,676,081         12,724,848
                                                     =============     =============    =============     =============


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


                                       11


<PAGE>


BOWLES FLUIDICS CORPORATION - EXHIBIT 11
CALCULATION OF EARNINGS PER COMMON SHARE (continued)

  B. FULLY DILUTED EARNINGS PER COMMON SHARE

<TABLE>
<CAPTION>
                                                        For the Three Months Ended          For the Six Months Ended
                                                     --------------------------------   --------------------------------
                                                        April 26,        April 27,         April 26,         April 27,
                                                          1997             1996              1997              1996
                                                     ---------------   --------------   --------------    --------------
<S><C>
         Net income per books                        $     518,071     $    197,837     $    520,236      $     590,805
                                                     -------------     ------------     ------------      -------------


         Weighted average of common
              shares outstanding                        12,640,011       12,610,011       12,627,511         12,610,011

         Add:  Assumed conversion of
                   preferred stock                       3,732,320        3,732,320        3,732,320          3,732,320
               Assumed exercise of stock
                   options                                  45,836           87,556           48,570            114,837
                                                     -------------     ------------     ------------      -------------


         Number of common shares
         outstanding adjusted                           16,418,167       16,429,887       16,408,401         16,457,168
                                                     =============     ============     ============      =============


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


                                       12



<PAGE>

                                                                      Exhibit 20


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



                                                                   June 10, 1997



TO THE STOCKHOLDERS OF BOWLES FLUIDICS CORPORATION:


Record sales of windshield washer and defroster nozzles in the second quarter of
FY 1997 increased 5% over the same period last year. The adverse sales effect of
discontinuing certain defroster models was more than compensated by the increase
in washer nozzle shipments.

During this  quarter our new sales  office was opened in Detroit and all planned
positions  have been filled.  The sales force is devoting their time to both the
washer nozzle and the AC outlet product lines.

Also,  in  this  period,  we  have  successfully  completed  our  first  QS-9000
Surveillance Audit and have begun use of our new integrated information system.

We continue to apportion more resources to pursue the AC outlet opportunities as
well as certain household and industrial applications.

                                   Sincerely,



                                   Ronald Stouffer
                                   President


RS:lto
Attachment


                                       13


<PAGE>



                                                                      EXHIBIT 20



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

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

<TABLE>
<CAPTION>
                                                                   Three Months Ended                    Six Months Ended
                                                         April 26, 1997      April 27, 1996      April 26, 1997       April 27, 1996
                                                         --------------      --------------      --------------       --------------
<S><C>
Net Sales                                              $ 4,983,272           $ 4,687,296          $ 9,227,395          $ 9,237,357
Cost of Sales                                            3,037,098             2,872,639            6,195,179            5,934,760
Selling, General and Administrative Expenses               896,487             1,168,405            1,737,469            1,831,780
Research and Development Costs                             256,747               363,532              531,508              579,006
Interest Expense and Other (Income) and Expense, Net       (32,305)              (21,337)             (49,339)             (31,830)
                                                       -----------           -----------          -----------          -----------

Income before Taxes                                    $   825,245           $   304,057          $   812,578          $   923,641

Provision (benefit) for Income Taxes                       307,174               106,220              292,342              332,836
                                                       -----------           -----------          -----------          -----------
Net Income                                             $   518,071           $   197,837          $   520,236          $   590,805
                                                       -----------           -----------          -----------          -----------
Income (loss) applicable to Common Shareholders        $   499,409           $   179,175          $   482,913          $   553,481
                                                       ===========           ===========          ===========          ===========

Net Income per Common Share
    Primary                                            $      0.04           $      0.01          $      0.04          $      0.04
    Fully Diluted                                      $      0.03           $      0.01          $      0.03          $      0.04
</TABLE>

- --------------------------------------------------------------------------------

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                         Unaudited              Audited
                                                      April 26, 1997       October 26, 1996
                                                      --------------       ----------------
<S><C>
Assets
     Cash and Cash Equivalents                         $ 1,047,379           $ 1,287,110
      Investments                                          594,505               577,837
      Accounts Receivable                                3,436,984             2,775,658
      Inventories                                        1,769,122             1,986,065
      Other Current Assets                                 481,333               556,525
                                                       -----------           -----------

           Total Current Assets                          7,329,323             7,183,195

      Property, Plant and Equipment, Net                 3,419,346             3,428,765
      Other Assets                                         100,338               107,892
                                                       -----------           -----------

            Total Assets                               $10,849,007           $10,719,852
                                                       ===========           ===========

Liabilities and Stockholders' Equity
    Accounts Payable--Trade                            $   819,521           $ 1,104,511
    Accrued Expenses and Other Liabilities               1,652,510             1,389,356
    Income Taxes Payable                                   119,872                40,000

         Total Current Liabilities                       2,591,903             2,533,867

     Other Liabilities                                     330,139               746,433
                                                       -----------           -----------

         Total Liabilities                               2,922,042             3,280,300
                                                       -----------           -----------

    8% Convertible Preferred Stock                         933,080               933,080
    Common Stock                                         1,264,001             1,261,001
    Additional Paid-in Capital                           2,728,082             2,726,583
    Retained Earnings                                    3,001,802             2,518,888
                                                       -----------           -----------

        Stockholders' Equity                             7,926,965             7,439,552
                                                       -----------           -----------

        Total Liabilities and Stockholders' Equity     $10,849,007           $10,719,852
                                                       ===========           ===========
</TABLE>


                                       14



<PAGE>

BOWLES FLUIDICS CORPORATION
PART II. OTHER INFORMATION

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

March 25, 1997

           An Annual Meeting of Stockholders of Bowles Fluidics  Corporation was
held on March 13, 1997.

        1.   The following Board of Directors was elected:

                           William Ewing, III
                           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  III
             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
             Vice President, Operations                   Melvyn J. L. Clough
             Corporate Controller                         Arlene M. Hardy

        4.   Miss Kupris has  exercised  an  incentive  stock  option for 30,000
             shares of the Common  Stock of the  Corporation,  par value $.10 at
             $.15 per share. Sales of the stock is restricted in accordance with
             the terms of the Corporation's Incentive Stock Option Plan.


                                       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-25-1997
<PERIOD-END>                               APR-26-1997
<CASH>                                       1,047,379
<SECURITIES>                                   594,505
<RECEIVABLES>                                3,436,984
<ALLOWANCES>                                         0
<INVENTORY>                                  1,769,122
<CURRENT-ASSETS>                             7,329,323
<PP&E>                                       8,996,225
<DEPRECIATION>                               5,576,879
<TOTAL-ASSETS>                              10,849,007
<CURRENT-LIABILITIES>                        2,591,903
<BONDS>                                              0
                                0
                                    933,080
<COMMON>                                     1,264,001
<OTHER-SE>                                   5,729,884
<TOTAL-LIABILITY-AND-EQUITY>                10,849,007
<SALES>                                      4,983,272
<TOTAL-REVENUES>                             4,983,272
<CGS>                                        3,037,098
<TOTAL-COSTS>                                4,190,332
<OTHER-EXPENSES>                               (32,305)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                825,245
<INCOME-TAX>                                   307,174
<INCOME-CONTINUING>                            518,071
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   518,071
<EPS-PRIMARY>                                     0.04
<EPS-DILUTED>                                     0.03
        


</TABLE>


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