SUTRON CORP
10QSB, 1996-07-22
MEASURING & CONTROLLING DEVICES, NEC
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                          UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549

FORM 10 QSB


Quarterly Report Pursuant to Section 13 or 15(d) of the 
Securities Exchange Act of 1934

For the quarterly period ended	                  June 30, 1996

Commission file number   0-12227   

                        Sutron Corporation
(Exact name of registrant as specified in its charter.)

        	Virginia			                            	54-1006352
(State or other jurisdiction of        (I.R.S. Employer Identification No.)
incorporation organization)

21300 Ridgetop Circle, Sterling Virginia         	20166
(Address of principal executive offices)       	(Zip  Code)

(703) 406-2800
(Registrant's telephone number, including area code)
	
   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 period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.  Yes   [ X ]   	No  	[ 	]

   Indicate the number of shares outstanding of each of the issuer's classes 
of common stock, as of the latest practical date:

   Common Stock, $.01 Par Value - 4,225,851 shares of as of June 30, 1996.

<PAGE>
<TABLE>
                     PART I. - FINANCIAL INFORMATION
                          
                                                                                                  SUTRON CORPORATION
                                                                                                       BALANCE SHEETS
<CAPTION>
                                                                                                               (Unaudited)
                                    					       June 30, 	December 31,
                                         	 				1996	         	1995
                                       					___________     ___________
<S>                                   				 <C>		<C>
Assets
Current Assets:
 Cash                                 				    $60,044	$49,889
 Accounts receivables       			             		 1,558,627	1,498,737
 Cost and estimated earnings in excess
    of billings					0	    250,782	402,360
 Inventory	                            			1,541,480	952,371
 Other	                                    				      60,657	57,141
                                       					___________     ___________
Total Current Asset	                    			3,471,590	2,960,498
				
 Property, Plant, and Equipment,
  less accumulated depreciation
  and amortization of $1,021,414
  and $1,221,504						        196,024	214,895
				
Investment                                 				        493,118	493,118
				
Deposits and Other Assets                 			          57,036	63,134
                                       					___________	__________
TOTAL ASSETS                        				  $4,217,768	$3,731,645

</TABLE>
<TABLE>

<CAPTION>
                     LIABILITIES AND STOCKHOLDERS' EQUITY

<S>                                     				<C>		<C>
Current Liabilities:				
 Accounts payable	                    			$  608,552	$589,010
 Accrued expenses                        				    393,560	253,750
 Contract billings on contracts in progress in
  excess of costs and estimated earnings			     162,273	192,273
 Estimated losses on
  uncompleted contracts                       			       6,187	10,893
 Line of credit		                        			    980,000	735,000
Shareholder loans payable	             		 		      80,000	90,000
Installment notes payable - current portion			        5,501	5,501
 Term notes payable- current portion                    		    300,000	300,000
							_________	__________
Total Current Liabilities                				   2,536,073	2,176,427
				
Long-term liabilities:		
 Installment note payable					        20,076	22,972
 Term notes payable                       				      341,222	466,222
							_________	__________
	Total liabilities					   2,897,370	2,665,621
				
Stockholders' Equity:				
 Common stock, $.01 par value,
 12,000,000 shares authorized;
 4,225,051 shares issued and outstanding in 1996
 and in 1995						          43,540	43,540
 Additional paid in capital	             				     2,281,585	2,281,585
 Accumulated Deficit                  	 			   (1,004,728)	(1,259,101)
                                       					 ___________	___________
Total Stockholders' Equity                			     1,320,397	1,066,024

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                    			$   4,217,768	    $ 3,731,645
<FN>
See Accompanying Notes to Financial Statements
</TABLE>

<PAGE>
<TABLE>
                             SUTRON CORPORTION
                          STATEMENTS OF OPERATIONS
                               (Unaudited)
<CAPTION>
                                  			       Three Months Ended
                                             			June 30,
                                          		        1996	     1995
                                        			___________	___________
<S>                                    		 <C>		<C>
Revenues                              		 $  2,019,958	$    1,213,901
				
Cost of Goods Sold			1,153,230	654,029
                                    			___________	__________
Gross Profit                              		866,728	      559,872
				
Research and Development Expenses	      115,420	        118,695
				
Selling, General, and				
 Administrative Expenses                  	       382,457	322,060
                                       			___________	___________
Income (Loss) from Operations		      368,851	119,117

Interest Expense                            		         36,855	51,918
				
Income (Loss) before Provision  		____________	___________
 for Income Taxes			        331,996	      67,199
				
Provisions for Income Taxes		                    0 	               0
                                 			____________	___________
Net Income (Loss)                      		$     331,996	$     67,199
				
Net Income (Loss) per Common Share        	              $.08	$             .02
				
Weighted Average Number
 of Common Shares                        	       4,225,851	      3,957,051
<FN>
See Accompanying Notes to Financial Statements
</TABLE>

<PAGE>
<TABLE>
                             SUTRON CORPORTION
                          STATEMENTS OF OPERATIONS
                               (Unaudited)
<CAPTION>
                                  			       Six Months Ended
                                             			June 30,
                                          		        1996	     1995
                                        			___________	___________
<S>                                    		 <C>		<C>
Revenues                              		 $  3,156,613	$   2,129,996
				
Cost of Goods Sold			1,861,683	1,339,450
                                    			___________	__________
Gross Profit                              		1,294,930	     790,546
				
Research and Development Expenses	     215,822	       247,002
				
Selling, General, and				
 Administrative Expenses                  	      747,787	618,738
                                       			___________	___________
Income (Loss) from Operations		     331,321	(75,194)

Interest Expense                            		        76,948	105,444
				
Income (Loss) before Provision  		____________	___________
 for Income Taxes			        254,373	      (180,638)
				
Provisions for Income Taxes		                    0 	               0
                                 			____________	___________
Net Income (Loss)                      		$     254,373	$    (180,638)
				
Net Income (Loss) per Common Share	              $.06	$            (.05)
				
Weighted Average Number
 of Common Shares                        	       4,225,851	      3,957,051
<FN>
See Accompanying Notes to Financial Statements
</TABLE>

<PAGE>
<TABLE>
                                                                      SUTRON CORPORTION
                                                            STATEMENTS OF CASH FLOWS
                                                                              (Unaudited)
<CAPTION>
                                        			      Six Months Ended
                                                			June 30,
                                             		1996    	       	1995
                                           		___________       ___________
<S>                                        		<C>		<C>  
Cash Flows from Operating Activities:			
  Net income (loss)                       		$     254,373	$  (180,639)
 
  Depreciation and amortization                	        54,351	43,130
			
  (Increase) Decrease in: 			
    Accounts receivables                      	      (59,890)	249,124
    Costs and estimated earnings in
      excess of contract billings             	     151,578	391,166
    Inventory                                 		      (589,109)	(179,878)
    Other current assets                       	        (3,516)	(39,047)
			
  Increase (Decrease) in:			
    Accounts payable                          	       19,542	(172,475)
    Accrued expenses                           	        139,810	123,671
    Contract billings in excess of costs
      and earnings				     (30,000)	0
    Estimated losses on uncompleted
     contracts                                 		         (4,706)	(5,640)
                                          		__________	__________
Net Cash Provided by Operating Activities  	       (67,567)	229,412
			
Cash Flows from Investing Activities:			
  Capital expenditures                         	       (29,382)	(27,269)
   Capitalized software costs		                0	(13,269)
Net Cash Used in Investing Activities	       (29,382)	(40,538)
			
Cash Flows from Financing Activities:			
  Proceeds from line of credit		         245,000	0
  Payments on line of credit                  	                   0	(24,000)
  Payments on Term notes payable              	         (125,000)	(225,669)
  Proceeds from installments notes payable	                 0	13,802
  Payments on Installment notes payable	          (2,896)	             0 
  Payments on Stockholder loans		         (10,000)	             0
		___________	__________
Net Cash (Used) by Financing Activities	        107,104	(235,867)

Net Increase (Decrease) in Cash                  	          10,155	(46,993)
Cash and Cash Equivalents, January 1	          49,889	90,516
                                             		___________	__________
Cash and Cash Equivalents, June 30	$        60,044	$  43,523
<FN>
See Accompanying Notes to Financial Statements
</TABLE>

<PAGE>

SUTRON CORPORATION

NOTES TO FINANCIAL STATEMENTS

June 30, 1996


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying financial statements, which should be read in conjunction 
with the financial statements of Sutron Corporation ("the Company") included
in the 1995 Annual Report filed on Form 10-KSB, are unaudited but have been
prepared in the ordinary course of business for the purpose of providing
information with respect to the interim period.  The Company believes that all 
adjustments (none of which were other than normal recurring accruals) 
necessary for a fair presentation for such periods have been included.


(2)  INVENTORY
Inventory is stated at the lower of cost or market.  Electronic 
components costs are based on the weighted average method.  
Work in process and finished goods costs consist of materials, 
labor and overhead and are recorded at a standard cost.  
Inventory consists of the following at June 30 and December 31:

				1996		1995
Electronic components		$560,907	$408,035
Work in process			829,987		426,996
Finished goods			150,586		117,340
				$1,541,480	$952,371

(3)  ADVERTISING
In 1995, the Company developed and produced a 1995-1996 product 
catalog to advertise its environmental monitoring instruments 
and systems.  The Company, per Statement of Position 93-7, 
Reporting on Advertising Costs, is able to capitalize the 
$102,000 cost of the catalog.  Costs of the catalog consist of 
iprinting costs, incremental direct costs and payroll and 
payroll related costs for individuals who devoted their time to 
the catalog.  The costs are included in Prepaid Items and Other 
and being charged to income over the expected benefit periods 
of 1995 and 1996.  Advertising costs of $40,800 have been 
charged to income in 1995, with a net remaining asset of 
$61,200 available as of December 31, 1995.

(4)  ACCUMULATED DEPRECIATION AND AMORTIZATION
Accumulated depreciation and amortization at June 30 and 
December 31, is as follows:

				1996		1995
Furniture and equipment		$994,532	$1,199,007
Automotive equipment		    21,281	17,817
Leasehold improvements		     5,601	4,678
				$1,021,414	$1,221,504

(5)  INVESTMENT
Land, including related improvements and architectural fees, 
which was originally acquired as a future plant site, is now 
being held for sale. The total amount presented as investment 
consists of land and building design fees of $1,300,311 net of 
a valuation allowance of $807,192 at June 30, 1996 and
December 31, 1995.

(6)  LINE OF CREDIT
The Company signed a loan and security agreement dated December 
11, 1992, with its bank which extends the Company a revolving 
line of credit.  The maximum amount of borrowing under the line 
is not to exceed the lesser of $1,000,000 or the Company's 
borrowing base as determined by the bank.  Interest on the 
unpaid balance is payable monthly at prime plus two percent.  
The maturity date of the line was April 30, 1996.  The bank has
indicated to the Company that the line will be extended.  The 
outstanding balance at June 30, 1996 and December 31, 1995
was  $980,000 and $735,000, respectively.


(7)  TERM NOTE PAYABLE
Under the above referenced loan and security agreement, the 
Company was also extended a term note payable with a principal 
amount of $2,121,222.  Management and the bank agreed to 
restructure the term note in August, 1994.  Principal payments 
of $40,000 under the agreement were suspended in August, 1994 
and were resumed in February, 1995 in the amount of $25,000 per 
month for 45 months and 1 final payment on July 15, 1998 for 
the remaining unpaid balance.  Interest on the unpaid balance 
is payable monthly at prime plus two percent.  The 
restructuring allows the Company to defer a portion of its 
current debt burden over a longer term.  Additional principal 
payments may be due under the agreement if the Company reaches 
specified cash flow levels described by the bank.

The above referenced line of credit and term note payable are 
secured by substantially all assets of the Company.  
Additionally, the loan agreement contains certain restrictive 
financial covenants.  As of December 31, 1995, the Company was 
in violation of certain equity covenants.  The bank has waived 
compliance.  Principal maturities for all indebtedness 
described in Notes 6 and 7 are as follows at December 31:

Year ending December 31:			1995	
1995						$      --	
1996						1,035,000
1997						  300,000
1998						  166,222
						$1,501,222

(8)  STOCKHOLDER LOANS PAYABLE
At June 30, 1996 the Company had promissory notes totaling
$80,000 payable on demand to two officers of the Company.  At
December 31, 1995 the Company had promissory notes totaling
$90,000 payable on demand to three officers of the Company.
The promissory notes are expected to be repaid in 1996 with 
interest at 10.75 percent.

(9)  LEASE OBLIGATIONS
The Company entered into a lease on October 23, 1992 for its 
headquarters and production facilities.  The 5.5-year operating 
lease calls for monthly rent of $12,021, including $3,090 
estimated as the Company's pro rata share of operating 
expenses, and annual rent increases of 3%.  Rent expense 
amounted to $151,125 for 1995. The following is a schedule,
 by years, of future payments due:
  	
Year ending December 31:		1995		1994
1995					$        0	$       132,372
1996					135,517	         135,517
1997					138,756	         138,756
1998					35,310	           35,310
					$309,583	$441,955

(10)  INCOME TAXES

At December 31, 1995, the Company had net operating loss 
carryforward of $325,000 and general business credits of 
$31,000, both will expire in 2004.

<PAGE>
 
                          MANAGEMENT'S DISCUSSION AND ANALYSIS
                                OF FINANCIAL CONDITION
                               AND RESULTS OF OPERATIONS

Results of Operations

Second Quarter 1996 Compared to 1995

Sutron Corporation revenues for the fiscal quarters ended (FQE) June 30, 1996
 and June 30, 1995 were $2,019,958 and $1,213,901, respectively (an increase 
of 66%).  Sales to agencies of the federal government and other domestic
customers improved 31% to $1,481,869 in 1996 from $1,128,684 in 1995, an
increase of $353,185.  Second quarter revenues from contract's with the Air
Force to deliver FMQ-13 digital wind sensor spares and repairs increased to
$70,432 in 1996 from $9,286 in 1995, an increase of $61,146.  Revenues from
international contracts and projects increased 515% to $467,657 in 1996 from
$75,931 in 1995, an increase of $391,726.

The Company's gross profit for FQE June 30, 1996 increased 55% to $866,728
from $559,872 for June 30, 1995.  The increase in gross profit is attributed
to increased sales volume.

Selling, general and administrative costs increased $60,397 to $382,457 for
FQE June 30, 1996 from $322,060 for FQE June 30, 1995.  The increase is due
to adding a new salesperson in mid 1995, the amortized advertising costs of
Sutron's 1995-1996 product catalog and professional fees relating to the
protest of a contract award.  This increase was partially offset by decreased
product development expenses in the amount of $3,275 to $115,420 in 1996 from
$118,695 in 1996.

Net interest expenses were $36,855 for the three months ended June 30, 1996 as 
compared to $51,918 for the three months ended June 30, 1995.  This decrease is 
attributed to reduced borrowings.

The Company's backlog of orders at June 30, 1996 was approximately $3,535,000. 
 The Company anticipates that 95% of its June backlog will be shipped in 1996.

Six months ended June 30, 1996 Compared to 1995

Sutron Corporation revenues for the six months ended June 30, 1996 and June 30
1995 were $3,156,613 and $2,129,996, respectively (an increase of 48%).  Sales
to agencies of the federal government and other domestic customers improved
18% to $2,354,854 in 1996 from $1,985,872 in 1995, an increase of $368,982.
Revenues from contract's with the Air Force to deliver FMQ-13 digital wind
sensor spares and repairs increased to $189,022 in 1996 from ($587) in 1995,
an increase of $189,609.  Revenues from international contracts and projects
increased 323% to $612,737 in 1996 from $144,711 in 1995, an increase of
$391,726.

The Company's gross profit for the six months ended June 30, 1996 increased 64%
to $1,294,930 from $790,546 for June 30, 1995.  The increase in gross profit is 
attributed to increased sales volume.

Selling, general and administrative costs increased $129,050 to $747,788 for
the six months ended June 30, 1996 from $618,738 for the six months ended
June 30, 1995.  The increase is due to adding a new salesperson in mid 1995,
the amortized advertising costs of Sutron's 1995-1996 product catalog and
professional fees  relating to the protest of a contract award. This increase
was partially offset by decreased product development expenses in the amount
of $31,180 to $215,822 in 1996 from $247,002 in 1995.

Net interest expenses were $76,948 for the six months ended June 30, 1996 as
compared to $105,444 for the six months ended June 30, 1995.  This decrease is 
attributed to reduced borrowings.

Liquidity and Capital Resources

Cash increased $10,155 for the six months ended June 30, 1996 from the fiscal 
year ended (FYE) December 31, 1995.  Total current assets increased to
$3,471,590 at June 30, 1996 as compared to $2,960,498 at December 31, 1995.
Total current liabilities increased to $2,536,073 at June 30, 1996 as
compared to $2,176,427 at December 31, 1995.  The Company's current ratio
was 1.36:1 at June 30, 1996 and at December 31, 1995.

The Company's debt restructuring in December 1992 resulted in two notes with
the bank being replaced by a revolving credit facility and a term note.
Borrowings on the revolving credit facility, which has a maximum limit of
$1,000,000, are subject to a defined borrowing base composed primarily of
certain accounts receivables and unbilled receivables. Borrowings outstanding
against the revolving credit facility as of June 30, 1996 and December 31,
1995 were $980,000 and $735,000, respectively.  The current portion of the
term note at June 30, 1996 and December 31, 1995 was $300,000,
respectively, and the long term portion was $341,222 and $466,222,
respectively.  The revolving credit facility expired on April 30, 1996.
The bank has indicated to the Company that the line will be extended.

The credit facility and the term note bear interest at prime plus two
percent.  The credit facility and the term note are secured by accounts
receivable, inventory, and equipment.  The agreements contain restrictive
covenants pertaining to the maintenance of tangible net worth and operating
cash flows and limiting capital expenditures, acquisitions by the Company of
its own stock and other matters.  The agreements also restrict the payment of
dividends. 

Sutron believes that its working capital, cash flows from operations, and
existing and anticipated credit facilities will provide adequate resources
to finance the current needs of the Company's operations and to satisfy its
anticipated cash requirement for more than twelve months.  In addition,
Sutron will continue to consider and review other financing arrangements
which could be used to reduce the outstanding balance of both current and
long term debt.

<PAGE>

PART II - OTHER INFORMATION

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

On May 8, 1996, an Annual Meeting of Shareholders of Sutron Corporation
was held.  Directors elected at the meeting were Raul S. McQuivey, Thomas
N.  Keefer, Daniel W. Farrell, Glenn A. Conover and Ronald C. Dodson.  
Thompson, Greenspon & Co., P.C. were appointed as independent 
accountants for 1996.  The election of directors and the appointment
of the independent accountants were the only matters voted upon at the meeting.
The number of shares eligible to vote at the meeting were 4,225,851.
The results of the voting on these three matters are shown below.

1.	Election of Directors


Name              Votes For Votes Against Votes Withheld

Raul S. McQuivey    3,022,667      30,280 2,600
Thomas N. Keefer    3,022,947      30,000 2,600
Daniel W. Farrell   3,022,947      30,000 2,600
Glenn A. Conover    3,022,947      30,000 2,600
Ronald C. Dodson    3,022,947      30,000 2,600

2.	Appointment of Thompson, Greenspon & Co., P.C. as Independent Accountants.

For          Against      Abstain
3,026,967    26,580        2,000

Item 6. Exhibits and Reports on Form 8-K

B. Reports on Form 8-K

	No reports have been filed on Form 8-K during this quarter.

<PAGE>

                            SUTRON CORPORATION
 
                               SIGNATURES
 
	Pursuant to the requirements of Section 13 or 15(d) 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.


                                      			Sutron Corporation    
                                			     (Registrant)



July 19, 1996                             Raul S. McQuivey  
Date                                  Raul S. McQuivey
                                         Principal Executive Officer

July 19, 1996                             Sidney C. Hooper
Date                                     Sidney C. Hooper
                                         Principal Accounting Officer



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
Article 5 Fin. Data Schedule for 2nd Qtr 10-QSB
</LEGEND>
       
<S>                                                       <C>
<PERIOD-TYPE>                                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                                    JUN-30-1996
<CASH>                                                 60044
<SECURITIES>                                     0
<RECEIVABLES>                                 1558627
<ALLOWANCES>                                 0
<INVENTORY>                                     1541480
<CURRENT-ASSETS>                          3471590
<PP&E>                                                 1217438
<DEPRECIATION>                               1021414
<TOTAL-ASSETS>                               4217768
<CURRENT-LIABILITIES>                  2536073
<BONDS>                                              0
<COMMON>                                         43540
           0
                                     0
<OTHER-SE>                                        1276857
<TOTAL-LIABILITY-AND-EQUITY> 4217768
<SALES>                                               3156613
<TOTAL-REVENUES>                          3156613
<CGS>                                                    1861683
<TOTAL-COSTS>                                  1861683
<OTHER-EXPENSES>                           0
<LOSS-PROVISION>                             0
<INTEREST-EXPENSE>                       76948
<INCOME-PRETAX>                            254373
<INCOME-TAX>                                    0
<INCOME-CONTINUING>                    254373
<DISCONTINUED>                                 0
<EXTRAORDINARY>                             0
<CHANGES>                                            0
<NET-INCOME>                                      254373
<EPS-PRIMARY>                                     .06
<EPS-DILUTED>                                     .06
        

</TABLE>


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