SONO TEK CORP
10-Q/A, 1997-01-13
SPECIAL INDUSTRY MACHINERY, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A


     AMENDMENT No. 1 TO QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                 For the quarterly period ended: August 31, 1996


                          Commission File No.: 0-16035


                              SONO-TEK CORPORATION
             (Exact name of registrant as specified in its charter)

        The undersigned  registrant hereby amends the following items, financial
statements, exhibits or other portions of its Quarterly Report for the quarterly
period  ended  August 31,  1996 on Form 10-Q as set forth in the pages  attached
hereto:


 (List all such items, financial statements, exhibits or other portions amended)


PART I  Item 1.       Financial Statements
        Item 2.       Managements Discussion and Analysis of Financial Condition
                      and Results of Operations

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant  has duly  caused  this  amendment  to be signed on its behalf by the
undersigned thereunto duly authorized.

                                         SONO-TEK CORPORATION,
                                         Registrant


Date: January 8, 1997                    By: /s/ J. Duncan Urquhart
                                             -------------------------
                                             J. Duncan Urquhart
                                             Treasurer & Chief Financial Officer


<PAGE>
                                      SONO-TEK CORPORATION

                                         BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                   August 31     February 29
                                                                      1996           1996
                   ASSETS                                          Unaudited
                                                                  --------------------------

CURRENT ASSETS:
<S>                                                              <C>            <C>        
Cash and cash equivalents                                        $    42,750    $    69,033
Accounts receivable (net of allowance for doubtful accounts
  of $28,000 at August 31 and $25,000 at February 29 )               469,019        462,115
Inventories (Note C)                                                 488,054        477,381
Prepaid expenses and other current assets                             22,806         29,834
                                                                 ------------   ------------  
              Total Current Assets                                 1,022,629      1,038,363


Equipment, furnishings and leasehold improvements (less
  accumulated depreciation and amortization of $394,054
  at August 31 and $368,087 at February 29 )                          76,993         95,861
Patents, patents pending and copyrights (less amortization
  of $118,476 at August 31 and $114,372 at February 29 )              55,959         59,176
Other assets                                                           6,317          6,317
                                                                 ------------   ------------

              T O  T  A  L                                       $ 1,161,898    $ 1,199,717
                                                                 ============   ============

                   LIABILITIES


Current maturities of long term debt                             $   651,487    $   128,779
Accounts payable                                                     256,058        233,810
Accrued expenses                                                     311,655        362,963
                                                                 ------------   ------------
              Total Current Liabilities                            1,219,200        725,552

Long term debt, less current maturities                              116,946        657,865
Non-current rent payable                                               4,643         10,217
                                                                 ------------   ------------                 
              Total Liabilities                                    1,310,789      1,393,634
                                                                                             

              SHAREHOLDERS' EQUITY (DEFICIENCY)

Common stock - $.01 par value:
  Authorized - 12,000,000 shares
  Issued     -  4,204,913 shares                                      42,049         42,049
Additional paid-in capital                                         3,758,128      3,758,128
Deficit                                                           (3,949,068)    (3,994,094)
                                                                 ------------   ------------ 
              Total Shareholders' Deficiency                        (148,891)      (193,917)
                                                                 ------------   ------------   

              T O  T  A  L                                       $ 1,161,898    $ 1,199,717
                                                                 ============   ============   
</TABLE>



                                                      
<PAGE>
                                      SONO-TEK CORPORATION

                                    STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                  Six Months Ended        Three Months Ended
                                              -----------------------   -----------------------                    
                                                      August 31                August 31
                                                      Unaudited                Unaudited
                                                  1996         1995         1996         1995
                                                  ----         ----         ----         ----

<S>                                           <C>          <C>          <C>          <C>       
NET SALES                                     $1,501,698   $1,349,508   $  750,061   $  613,549

COST OF GOODS SOLD                               739,916      568,018      360,302      236,807
                                              ----------   ----------   ----------   ----------
         Gross Profit                            761,782      781,490      389,759      376,742
                                              ----------   ----------   ----------   ----------

OPERATING EXPENSES
     Research and product development costs      184,631      196,797       97,038       95,791
     Marketing and selling expenses              308,232      326,567      149,057      146,396
     General and administrative costs            191,657      192,645      103,862       79,722
                                              ----------   ----------   ----------   ----------
                Total Operating Expenses         684,520      716,009      349,957      321,909
                                              ----------   ----------   ----------   ----------

OPERATING INCOME                                  77,262       65,481       39,802       54,833

INTEREST EXPENSE                                  32,257       33,020       15,937       16,503

INTEREST AND OTHER INCOME                             19       32,933            3           38
                                              ----------   ----------   ----------   ----------

NET INCOME                                    $   45,024   $   65,394   $   23,868   $   38,368
                                              ==========   ==========   ==========   ==========

INCOME PER COMMON SHARE (NOTE D)              $     0.01   $     0.02   $     0.01   $     0.01
                                              ==========   ==========   ==========   ==========

WEIGHTED AVERAGE NUMBER OF SHARES
     OF COMMON STOCK USED TO COMPUTE
     EARNINGS PER SHARE                        4,204,913    4,204,913    4,204,913    4,204,913

</TABLE>


                                                                       
<PAGE>
                                      SONO-TEK CORPORATION
                                    Statements of Cash Flows
                                 For Six Months Ended August 31

<TABLE>
<CAPTION>

                                                               1996        1995
                                                                  Unaudited
                                                           ----------   ----------

Cash flows from operating activities:
<S>                                                        <C>          <C>      
   Net income                                              $  45,024    $  65,394
                                                           ----------   ----------

   Adjustments to reconcile net income to net cash
   (used in) provided by operating activities:
     Depreciation and amortization                            30,072       31,170
     Allowance for doubtful accounts                           1,500      (23,000)
     (Increase) decrease in:
       Accounts receivable                                    (9,904)    (105,213)
       Inventories                                           (10,673)      (7,714)
       Prepaid expenses and other current assets               7,028       26,742
     Increase (decrease) in:
       Accounts payable & accrued expenses                   (29,061)      30,532
       Noncurrent rent payable                                (5,575)      (5,574)
       Notes and obligations payable - professional fees        (500)      (1,000)
       Notes and obligations payable - lease termination     (10,522)     (11,297)
                                                           ----------   ----------
         Total adjustments                                   (27,635)     (65,354)
                                                           ----------   ----------
           Net cash provided by operating activities          17,389           40
                                                           ----------   ----------


Cash flows from investing activities:
   Fixed asset, patent and copyright acquisition costs        (7,986)      (9,378)


Cash flows from financing activities:
   Payments of capitalized leases                             (3,485)      (3,629)
   Proceeds from sale of common stock                              0       25,000
   Repayments of note payable - bank                         (32,201)     (32,507)
                                                           ----------   ----------
         Net cash used in financing activities               (35,686)     (11,136)
                                                           ----------   ----------


Net Increase (decrease) in cash and cash equivalents         (26,283)     (20,474)

Cash and cash equivalents:
   Beginning of period                                        69,033       67,804
                                                           ----------   ----------

   End of period                                           $  42,750    $  47,330
                                                           ==========   ==========


Supplemental disclosure:
   Interest paid                                           $  25,565    $  15,616
   Income taxes paid                                       $       0    $       0

</TABLE>


                                            
<PAGE>



                                     SONO-TEK CORPORATION
                                Notes to Financial Statements
                                       August 31, 1996



NOTE           A: The attached summarized financial information does not include
               all  disclosures  required to be  included  in a complete  set of
               financial   statements  prepared  in  conformity  with  generally
               accepted  accounting  principles.  Such disclosures were included
               with the  financial  statements  of the Company at  February  29,
               1996, included in its report on Form 10-K. Such statements should
               be read in conjunction with the data herein.

NOTE           B: The financial  information  reflects all adjustments which, in
               the opinion of management,  are necessary for a fair presentation
               of the  results  for the  interim  periods.  The  results for the
               interim periods are not necessarily  indicative of the results to
               be expected for the year.


NOTE C:        Inventory at August 31, 1996 is comprised of:


               Finished goods                      $105,428
               Work in process                      118,106
               Raw materials and subassemblies      264,520
                                                   -------- 
                             Total                 $488,054



NOTE D:        Income per  share  is based  on the  weighted  average  number of
               shares  outstanding  during each period. The computation does not
               include the effect of outstanding  stock options or conversion of
               the subordinated  promissory notes since their inclusion would be
               either not material or anti-dilutive.















<PAGE>




                              SONO-TEK CORPORATION

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

Results of Operations
- ---------------------

        The Company's sales increased  $152,190 to $1,501,698 for the six months
ended August 31, 1996 as compared to $1,349,508  for the six months ended August
31,  1995.  The  increase  was  primarily  a result  of  increased  sales of the
Company's  SonoFlux  Systems.  Sales  of this  product  increased  approximately
$157,000,  while sales of the Company's Nozzle Systems  decreased  approximately
$5,000. For the three months ended August 31, 1996 the Company's sales increased
$136,512 to $750,061 as compared to sales of $613,549 for the three months ended
August 31, 1995.  During this period  sales of the  Company's  SonoFlux  Systems
increased  approximately  $129,000  and sales of the  Company's  Nozzle  Systems
increased  approximately  $7,000 as  compared to the three  month  period  ended
August 31, 1995.  The  increase in sales of the  Company's  SonoFlux  Systems is
believed to be the result of increased acceptance by the electronics industry of
the Company's newest version of the SonoFlux, the "9500".

        The Company's gross profit  decreased  $19,708 from $781,490 for the six
month  period  ended  August 31, 1995 to $761,782 for the six month period ended
August 31, 1996, and increased  $13,017 from $376,742 for the three months ended
August 31, 1995 to $389,759 for the three  months  ended  August 31, 1996.  As a
percent of sales,  gross  profit  decreased  from 58% for the six  months  ended
August 31, 1995 to 51% for the six months ended August 31, 1996,  and  decreased
from 61% for the three  months ended August 31, 1995 to 52% for the three months
ended August 31, 1996.  For both the six and three month periods the decrease in
gross profit  percentage  is attributed to an increase in the cost of materials,
an increase  in  discounted  sales to OEM's and a  cumulative  reduction  of the
reserve for  warranty  costs taken  during both the six and three month  periods
ended  August 31, 1995 which  resulted in an increase in gross  profit for those
periods.

        Research and product  development  costs decreased $12,166 from $196,797
for the six months  ended  August 31, 1995 to $184,631  for the six months ended
August 31, 1996 primarily as a result of decreased  consulting  costs associated
with the development of the "SonoFlux 9500".

        Marketing and selling costs decreased  $18,335 from $326,567 for the six
months  ended  August 31, 1995 to $308,232  for the six months  ended August 31,
1996 primarily as a result of a decrease in compensation  costs during the three
months ended May 31, 1996.

        General and administrative  costs increased $24,140 from $79,722 for the
three month  period ended August 31, 1995 to $103,862 for the three month period
ended August 31, 1996.

                                             
<PAGE>


These costs were lower  during the three month period ended August 31, 1995 as a
result of a reduction in the Company's bad debt reserve.

        Interest  and other  income  decreased  $32,914 from $32,933 for the six
month  period  ended  August 31, 1995 to $19 for the six months ended August 31,
1996. During the six month period ended August 31, 1995 the Company had received
funding from SEMATECH for work performed under the terms of a joint  development
agreement.  SEMATECH is a consortium of U.S. semiconductor manufacturers and has
provided the Company with funds for the development of a photoresist application
system, or "Wafer Coating System".

        For the six months  ended  August 31, 1996 the  Company had  earnings of
$45,024 or $0.01 per share as  compared to earnings of $65,394 or $.02 per share
for the six months ended August 31, 1995.  For the three months ended August 31,
1996,  the  Company  had  earnings  of $23,868 or $.01 per share as  compared to
earnings  of $38,368  or $.01 per share for the three  months  ended  August 31,
1995. The decrease in earnings for both the six and three month periods resulted
primarily  from an increase in materials  costs,  and a decrease in other income
from SEMATECH.


Liquidity and Capital Resources
- -------------------------------

        On August 15, 1997 the Company's  Convertible Secured Subordinated Notes
mature.  As a result,  the Company's  working  capital  decreased  $509,382 to a
working  capital  deficiency  of $196,571 at August 31, 1996.  This  compares to
working capital of $312,811 at February 29, 1996.

        On August 15, 1997 the Company's  Convertible Secured Subordinated Notes
mature.  The Company will experience  substantial  difficulties in meeting these
obligations  unless the level of profitability  improves  substantially over the
next twelve months or unless the Noteholders agree to extend the repayment terms
of this debt.  There can be no assurance that such  extensions can be negotiated
or that such  extensions  will be on terms as  favorable to the Company as those
presently in effect.





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