SONO TEK CORP
10-Q, 2000-10-16
SPECIAL INDUSTRY MACHINERY, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
         SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended: August 31, 2000

                                       OR

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
         SECURITIES EXCHANGE ACT OF 1934

                          Commission File No.: 0-16035

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

            New York 14-1568099  (State or other  jurisdiction of ( IRS Employer
incorporation or organization) Identification No.)

                          2012 Rt. 9W, Milton, NY 12547
               (Address of Principal Executive Offices) (Zip Code)

         Registrant's telephone no., including area code: (845) 795-2020

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 _____

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

                                                               Outstanding as of
         Class                                                  October 10, 2000

Common Stock, par value $.01 per share                             8,954,855
<PAGE>
                              SONO-TEK CORPORATION


                                      INDEX



Part I - Financial Information                                           Page


Item 1 - Financial Statements:


Consolidated Balance Sheets -
         August 31, 2000 (Unaudited) and February 29, 2000                1


Consolidated Statements of Operations - Six Months and Three Months
          Ended August 31, 2000 and 1999 (Unaudited)                      2


Consolidated Statements of Cash Flows - Six Months Ended
         August 31, 2000 and 1999 (Unaudited)                             3


Notes to Consolidated Financial Statements (Unaudited)                  4 - 9


Item 2 - Management's Discussion and Analysis of Financial
         Condition and Results of Operations                           10 - 12


Item 3 - Quantitative and Qualitative Disclosure About Market Risk        12


Part II - Other Information                                            12 - 13


Signatures                                                                14
<PAGE>
<TABLE>
                              SONO-TEK CORPORATION
                           CONSOLIDATED BALANCE SHEETS

<CAPTION>
                                     ASSETS
                                                                                       August 31,         February 29,
                                                                                          2000                 2000
<S>                                                                                    <C>                 <C>
Current Assets                                                                          Unaudited
                                                                                        ------------------------------
     Cash and cash equivalents                                                         $   92,713          $    8,176
     Accounts receivable (less allowance of $51,997 and $39,997
         at August 31 and February 29, respectively)                                    1,336,501           1,619,639
     Inventories (Note 4)                                                                 983,057           1,224,380
     Prepaid expenses and other current assets                                             99,645              74,308
                                                                                       ----------          ----------
                  Total current assets                                                  2,511,916           2,926,503
Equipment, furnishings and leasehold improvements (less accumulated
     depreciation of $507,041 and $469,011 at August 31 and February 29,
     respectively)                                                                        322,714             256,994
Intangible assets, net:
     Goodwill (Note 1)                                                                  1,189,823           1,232,571
     Patents and patents pending (Note 1)                                                  28,642              31,642
     Deferred financing fees                                                               29,011              32,563
                                                                                       ----------          ----------
                  Total intangible assets                                               1,247,476           1,296,776
Long-term equity investment (Note 5)                                                            0              19,310
Other assets                                                                               11,341              14,542
                                                                                       ----------          ----------
TOTAL ASSETS                                                                           $4,093,447          $4,514,125
                                                                                       ==========          ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
     Accounts payable                                                                  $1,066,224            $847,135
     Deferred revenue                                                                      22,251             725,491
     Accrued expenses                                                                     669,182             437,342
     Revolving line of credit                                                             350,000             334,307
     Short term loans-related parties (Note 6)                                            248,084             239,084
     Current maturities of long term debt (Note 7)                                        248,564             220,532
     Short term convertible loan                                                                0             100,000
                                                                                       ----------          ----------
                  Total current liabilities                                             2,604,305           2,903,891
Subordinated mezzanine debt                                                               392,932             382,060
Long term debt, less current maturities (Note 7)                                          187,293             273,544
Subordinated convertible loans-related parties                                            150,000             150,000
                                                                                       ----------          ----------
                  Total liabilities                                                     3,334,530           3,709,495
                                                                                       ----------          ----------
Commitments and Contingencies                                                                   -                   -
Put Warrants                                                                               77,000              77,000

Stockholders' Equity
     Common stock, $.01 par value;  25,000,000 shares authorized,  8,954,855 and
       8,886,612 outstanding at August 31 and
       February 29, respectively                                                           89,549              88,666
     Additional paid-in capital                                                         5,844,042           5,711,800
     Accumulated deficit                                                               (5,251,674)         (5,072,836)
                                                                                       -----------         ----------
                  Total stockholders' equity                                              681,917             727,630
                                                                                       ----------          ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                             $4,093,447          $4,514,125
                                                                                       ==========          ==========
</TABLE>

                 See notes to consolidated financial statements.
<PAGE>
<TABLE>
                              SONO-TEK CORPORATION

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<CAPTION>

                                                   Six Months Ended August 31,            Three Months Ended August 31,
                                                              Unaudited                              Unaudited
                                                        2000             1999                  2000              1999
                                                    ----------------------------           ----------------------------

<S>                                                 <C>               <C>                  <C>               <C>
Net Sales                                           $4,293,984        $2,108,428           $2,320,951        $1,303,099
Cost of Goods Sold                                   2,584,325           986,544            1,357,247           640,973
                                                    ----------        ----------           ----------        ----------
                  Gross Profit                       1,709,659         1,121,884              963,704           662,126
                                                    ----------        ----------           ----------        ----------

Operating Expenses
Research and product development costs                 469,636           259,356              232,504           148,108
Marketing and selling expenses                         745,273           484,696              341,575           267,591
General and administrative costs                       448,144           290,854              237,601           174,655
                                                    ----------        ----------           ----------         ---------

                  Total Operating Expenses           1,663,053         1,034,906              811,680           590,354
                                                    ----------        ----------           ----------         ---------

Operating Income                                        46,606            86,978              152,024            71,772

Interest Expense                                      (177,364)         (129,037)             (52,119)          (16,269)

Interest and Other (Loss) Income                       (48,080)           12,568              (15,013)            6,099
                                                    ----------        ----------           ----------         ---------

(Loss) Income Before Income Taxes                     (178,838)          (29,491)              84,892            61,602

Income Tax Expense                                           0                 0                    0                 0
                                                    ----------        ----------           ----------         ---------

Net (Loss) Income                                    $(178,838)         $(29,491)             $84,892           $61,602
                                                    ==========        ==========           ==========         =========


Basic (Loss) Earnings Per Share                         $(0.02)          $(0.00)                $0.01             $0.01
                                                        =======          =======                =====             =====

Diluted (Loss) Earnings Per Share                       $(0.02)          $(0.00)                $0.01             $0.01
                                                        =======          =======                =====             =====


Weighted Average Shares - Basic                      8,954,006         6,594,581            8,954,855         6,907,494
                                                     =========         =========            =========         =========

Weighted Average Shares - Diluted                    8,954,006         6,594,581           11,373,814         8,197,809
                                                     =========         =========           ==========         =========
</TABLE>

                 See notes to consolidated financial statements.
<PAGE>
<TABLE>
                             SONO-TEK CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
                                                                                        Six Months Ended August 31,
                                                                                                   Unaudited
                                                                                               2000            1999
                                                                                        ----------------------------

<S>                                                                                     <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Loss                                                                            $(178,838)           $(29,491)

    Adjustments  to  reconcile  net  loss to net  cash  provided  by  (used  in)
       operating activities:
          Non-cash charge for issuance of warrants                                         75,831             102,626
          Accrued interest-short term loans-related parties                                20,079               9,399
          Imputed interest expense on subordinated mezzanine debt                          10,872                   0
          Loss on equity investment                                                        19,310                   0
          Depreciation and amortization                                                    87,329              34,318
          Provision for doubtful accounts                                                  12,000                 915
          (Increase) decrease in:
              Accounts receivable                                                         271,138            (506,718)
              Inventories                                                                 241,323              14,019
              Prepaid expenses and other current assets                                   (22,138)             15,732
          Increase (decrease) in:
              Accounts payable and accrued expenses                                       227,604             266,970
              Customer deposits203,250                                                     31,847
              Deferred revenue                                                           (703,240)                  0
              Non-current rent payable                                                          0                 499
                                                                                        ---------            --------
                 Net Cash Provided by (Used in) Operating Activities                      264,520             (59,884)
                                                                                        ---------            --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Acquisition costs net of cash received                                                       0            (315,518)
   Purchase of equipment and furnishings                                                 (103,750)             (6,469)
                                                                                        ---------            --------
                 Net Cash Used in Investing Activities                                   (103,750)           (321,987)
                                                                                        ---------            --------

CASH FLOW FROM FINANCING ACTIVITIES:
   Proceeds from revolving line of credit                                                  15,693             100,000
   Proceeds from bank loan for production equipment                                        78,859                   0
   Proceeds from short term loans-related party                                           135,000             127,000
   Proceeds from issuance of stock                                                              0             222,000
   Proceeds from exercise of warrants                                                      55,692                   0
   Proceeds from exercise of stock options                                                  1,602                   0
   Financing costs paid                                                                         0             (10,000)
   Repayments of short term loans-related party                                          (126,000)            (50,000)
   Repayments of short term borrowings                                                   (100,000)                  0
   Repayments of note payable and equipment loans                                        (137,079)            (19,083)
                                                                                        ---------            --------
              Net Cash (Used in) Provided by Financing Activities                         (76,233)            369,917
                                                                                        ---------            --------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                       84,537             (11,954)

CASH AND CASH EQUIVALENTS
   Beginning of period                                                                      8,176              70,051
                                                                                        ---------            --------
   End of period                                                                          $92,713             $58,097
                                                                                        =========            ========

SUPPLEMENTAL DISCLOSURE:
   Interest paid                                                                        $  36,019           $  12,846
                                                                                        =========           =========
   Non-cash exchange of accrued bonuses
    for common stock                                                                           $0           $  17,188
                                                                                               ==           =========
</TABLE>

                 See notes to consolidated financial statements.
<PAGE>
                              SONO-TEK CORPORATION
             Notes to Consolidated Financial Statements (Unaudited)
                            August 31, 2000 and 1999

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation - The accompanying  consolidated  financial statements of Sono-Tek
Corporation, a New York Corporation (the "Company"), include the accounts of the
Company  and its  wholly  owned  subsidiary,  Sono-Tek  Cleaning  Systems,  Inc.
("SCS"),  formerly  known as S&K  Products  International,  Inc.,  a New  Jersey
Corporation  ("S&K"),  which  the  Company  acquired  on  August  3,  1999  (the
"Acquisition").  All  significant  intercompany  accounts and  transactions  are
eliminated  in  consolidation.  The  inclusion of SCS's results since August 23,
1999 has an effect on the  comparison of the Company's  fiscal year 2001 results
to prior periods.

Interim Reporting - The attached summary consolidated financial information does
not  include  all  disclosures  required  to be  included  in a complete  set of
financial statements prepared in conformity with accounting principles generally
accepted in the United States of America.  Such  disclosures  were included with
the financial  statements  of the Company at February 29, 2000,  and included in
its report on Form 10-K. Such statements  should be read in conjunction with the
data herein.

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  presented.  The results for such  interim  periods are not  necessarily
indicative of the results to be expected for the year.

Goodwill - Goodwill is being amortized on a straight-line basis over 15 years.

Patent and Patent Pending Costs - Cost of patent  applications  are deferred and
charged to operations over seventeen years for domestic patents and twelve years
for  foreign  patents.  However,  if it appears  that such costs are  related to
products  which are not  expected to be  developed  for  commercial  application
within the foreseeable  future,  or are applicable to geographic areas where the
Company  no  longer  requires  patent  protection,   they  are  written  off  to
operations.  The accumulated  amortization was $83,053 and $80,053 at August 31,
2000 and February 29, 2000, respectively.

Reclassifications - Certain February 29, 2000 balances have been reclassified to
conform with the current period presentation.

Adoption  of  Financial  Accounting  Standards  - In June  1998,  the  Financial
Accounting  Standards  Board ("FASB") issued  Statement of Financial  Accounting
Standards  No.  133,   "Accounting   for  Derivative   Instruments  and  Hedging
Activities"  ("SFAS  133").  This  statement   establishes   standards  for  the
accounting and reporting for derivative  instruments and for hedging  activities
and  requires  the  recognition  of all  derivatives  as assets  or  liabilities
measured at their fair value. Gains or losses resulting from changes in the fair
value of  derivatives  would be  recognized  in earnings in the period of change
unless certain hedging criteria are met. The Company does not expect SFAS 133 to
have a material impact on the consolidated financial statements. The FASB issued
SFAS Nos. 137 and 138, which deferred the effective  date of  implementation  of
SFAS 133 to all fiscal  quarters of all fiscal  years  beginning  after June 15,
2000.

Revenue  Recognition in Financial  Statements - In December 1999, the Securities
and Exchange  Commission ("SEC") issued Staff Accounting  Bulletin No. 101 ("SAB
101"), "Revenue Recognition in Financial Statements." SAB 101 summarizes certain
of the SEC's views in  applying  generally  accepted  accounting  principals  to
revenue  recognition in financial  statements.  On June 26, 2000, the SEC issued
SAB 101B to defer the effective date of implementation of SAB 101 until no later
than the fourth quarter of fiscal years  beginning  after December 31, 1999. The
Company is required to adopt SAB 101 by February 28, 2001.  The Company does not
expect the  adoption  of SAB 101 to have a material  impact on the  consolidated
financial statements.

NOTE 2:  SEGMENT INFORMATION

The Company has two  reportable  segments:  spraying  products  and cleaning and
drying  systems.  The  spraying  products  segment is  primarily  engaged in the
business  of  developing,   manufacturing,  selling,  installing  and  servicing
ultrasonic spray  equipment.  The cleaning and drying systems segment is engaged
in the business of developing,  manufacturing, selling, installing and servicing
cleaning  and drying  systems for the  semiconductor,  disk drive and  precision
cleaning industries.

Summary financial  information  concerning the Company's  reportable segments is
shown in the following table:
<TABLE>
<CAPTION>

                                                                         Six Months Ended August 31, 2000
                                                                Spraying              Cleaning
                                                                Products              Systems             Total
                                                                --------              -------             -----
<S>                                                            <C>                   <C>               <C>
         Sales                                                 $2,170,821            $2,123,163        $4,293,984
         Net Income (Loss)                                        137,140              (315,978)         (178,838)
         Capital Expenditures                                      98,308                 5,442           103,750
         Depreciation and Amortization Expense                     33,896                53,433            87,329

         Identifiable Net Assets at August 31, 2000               267,556               491,361           758,918

                                                                        Three months Ended August 31, 2000
                                                                Spraying              Cleaning
                                                                Products              Systems             Total
                                                                --------              -------             -----
         Sales                                                 $1,203,816            $1,117,135        $2,320,951
         Net Income (Loss)                                        173,649               (88,757)           84,892
         Capital Expenditures                                      24,524                 5,442            29,966
         Depreciation and Amortization Expense                     17,240                29,214            46,454
</TABLE>

The Company operated in a single reportable segment for the period from March 1,
1999 through August 3, 1999.  Segment  information for the period August 4, 1999
to August 31, 1999, as a result of the  Acquisition  (Note 3) on August 3, 1999,
is not  materially  different  than if the  Company  only  operated  in a single
segment and is therefore omitted.

NOTE 3:  ACQUISITION

On August 3, 1999 the  Company  purchased  all the  outstanding  stock of S&K, a
supplier of cleaning and drying  systems for the  semiconductor,  disk drive and
precision cleaning  industries.  In June 2000, the Company changed S&K's name to
SCS.

The  following  unaudited  proforma   information  presents  a  summary  of  the
consolidated  results of  operations of Sono-Tek  Corporation  and SCS as if the
acquisition had occurred on March 1, 1999.

                                   Proforma Consolidated Statement of Operations
                                              Six month period ended
                                                  August 31, 1999

     Net Sales                                      $2,667,655
     Cost of Goods Sold                              1,222,607
                                                     ---------
     Gross Profit                                    1,445,048
     Operating Expenses                              1,555,081
                                                     ---------
     Net Loss                                         (110,033)
     Interest Expense                                 (160,122)
     Interest  & Misc. Income                           28,970
                                                     ---------
     Net Loss                                        $(241,185)
                                                     =========

These  unaudited pro forma results have been prepared for  comparative  purposes
only and include certain adjustments, such as additional amortization expense as
a result of goodwill and the elimination of extraordinary  items associated with
the SCS  acquisition.  They do not  purport to be  indicative  of the results of
operations  that actually  would have resulted had the  combination  occurred on
March 1, 1999, or of future results of operations of the consolidated entities.

NOTE 4: INVENTORY

Inventories at August 31, 2000 are comprised of:

    Finished goods                                       $191,966
    Work in process                                       200,868
    Consignment                                            13,090
    Raw materials and subassemblies                       766,733
                                                        ---------
                           Total                        1,172,657
                           Less:  Allowance              (189,600)
                                                        ---------
                           Net inventories              $ 983,057
                                                        =========

NOTE 5:  LONG-TERM EQUITY INVESTMENT - NET

In January  2000,  in  connection  with the  formation  of PNR  America,  LLC, a
Delaware limited liability company ("PNR America"), the Company invested $19,600
in PNR America for a 49% ownership  interest.  Flowtech Srl, an Italian  company
("Flowtech"), a pressure nozzle manufacturer,  owns the remaining 51%. In August
2000,  the Company and Flowtech  pledged an additional  investment of $9,800 and
$10,200,  respectively in PNR America,  thereby  maintaining each's proportional
share.

PNR America was formed to market and sell nozzles  imported from Flowtech in the
U.S. The PNR America product line compliments the Company's existing business as
there are certain  basic  nozzle  properties  common to both  product  lines and
capitalizes on the Company's existing relationships with its customers. Prior to
the formation of PNR America,  the Company had conducted  business with Flowtech
as a U.S. distributor.

Certain of the Company's  officers and directors are also officers and directors
of PNR America,  however,  PNR  America's  board of directors is  controlled  by
Flowtech.  The Company  does not control  PNR  America and it is  therefore  not
consolidated for reporting purposes.

The Company shares its  facilities  and personnel with PNR America.  The Company
allocated  costs of $24,620  and  $57,230 to PNR  America  for the three and six
month periods ended August 31, 2000, respectively, and $13,967 for the period of
inception  through  February 29, 2000.  Balances due from PNR America of $46,684
and $13,967 at August 31, 2000 and February 29, 2000, respectively, are expected
to be repaid out of PNR America's fiscal year 2000 operating cash flows.

PNR America's year end is December 31, however, for financial reporting purposes
the Company will reflect its proportionate share of the operating results of PNR
America on a monthly  basis,  as the records are  compiled by the  Company.  The
Company's  cumulative recorded equity loss in PNR America at August 31, 2000 was
$46,684.  The Company  recognized,  during the six and three month  period ended
August 31, 2000 and the period from  inception to February  29,  2000,  $18,023,
$34,004 and $14,257,  respectively as its estimate of the proportionate share of
the net loss of PNR America.

The Company, for financial reporting purposes,  has netted the cumulative equity
loss in PNR America with the  intercompany  balances  due from PNR America.  The
Company did not record $1,088 of its proportional equity loss in PNR America for
the  quarter and six months  ended  August 31,  2000.  At August 31,  2000,  the
Company had accumulated  unrecorded equity losses in PNR America of $1,088.  The
Company will not record equity  income from its  investment in PNR America until
such time as the accumulated unrecorded losses are recovered.

The condensed financial information of PNR America as of August 31, 2000 and for
the three month period ended August 31, 2000 is as follows:

     Net loss-three months ended August 31, 2000              $(39,002)
     Net loss-six months ended August 31, 2000               $(108,398)

     Total assets - current                                    $37,400
                                                               =======

     Due to Sono-Tek                                           $46,684
     Due to Flowtech                                            76,017
     Accrued Expenses                                           12,194
                                                               -------
     Liabilities                                               134,895

     Stockholders' deficiency                                  (97,495)

     Total liabilities and stockholders' deficiency            $37,400
                                                               =======

NOTE 6:  SHORT TERM LOANS - RELATED PARTIES

From time to time the Company has required  short-term loans to meet its payment
obligations. All of these loans, which are payable on demand, have been provided
by certain  officers and  directors of the Company at an interest  rate of prime
plus 2% at the date of the loan  (9.75%  to 11.5% at  August  31,  2000).  As of
August 31, 2000 the amount of these loans  outstanding  was  $248,084.  Interest
expense for the six month  period  ended and three month period ended August 31,
2000 was $9,276 and  $4,510,  respectively.  Accrued  interest  was  $20,079 and
$13,165 at August 31, 2000 and February 29, 2000, respectively.

NOTE 7:  LONG TERM DEBT

On June 29, 2000, the Company entered into a collateralized  loan agreement with
a bank to purchase production equipment.  The five year loan for $33,500 carries
an interest rate of prime plus 2%, which was 11.5% at the date of inception. The
loan will be repaid in equal monthly installments of $558 plus interest.

NOTE 8:  EARNINGS PER SHARE

Basic  earnings  per share  ("EPS") and loss per share  ("LPS") are  computed by
dividing  net  income  (loss) by the  weighted-average  number of common  shares
outstanding for the period.  Diluted EPS and LPS reflect the potential  dilution
that could occur if securities or other  obligations  to issue common stock were
exercised or converted  into common  stock.  Stock  options  granted but not yet
exercised  under the  Company's  stock option plans are included for Diluted EPS
and LPS calculations under the treasury stock method.

The computation of basic and diluted  earnings (loss) per share are set forth on
the following table:
<TABLE>
<CAPTION>

                                                           Six Months Ended               Three Months Ended
                                                                August 31,                       August 31,
                                                           2000           1999              2000           1999
                                                           ----           ----              ----           ----
<S>                                                    <C>             <C>             <C>             <C>
    Numerator-
       Numerator for basic and diluted
          earnings (loss) per share                    $(178,838)       $(29,491)         $84,892       $61,602
                                                       ==========       =========         =======       =======

    Denominator:
       Denominator for basic earnings (loss)
          per share - weighted average shares          8,954,006       6,594,581        8,954,855      6,907,494
       Effects of dilutive securities:
          Stock warrants                                       0*              0*       1,932,821        800,000
          Stock options for employees, directors
              and outside consultants                          0*              0*         486,138        490,315
                                                       ---------       ---------       ----------      ---------

       Denominator for diluted earnings
          (loss) per share                             8,954,006**     6,594,581**     11,373,814      8,197,809
                                                       =========       =========       ==========      =========
</TABLE>

         *Stock  options  and  warrants  for  employees,  directors  and outside
         consultants are  antidilutive as a result of the net loss and therefore
         are not considered in the Diluted LPS calculation.

         **The effect of  considering  the  detachable  warrants  related to the
         convertible secured subordinated  promissory notes which were converted
         on February 26, 1999, are antidilutive and therefore not considered for
         the Diluted LPS calculations.

Under the assumption  that stock  options,  warrants and  convertible  long term
loans  were not  antidilutive  as  described  in * and **, the  denominator  for
Diluted LPS would be 11,199,372 and 8,197,809  weighted average shares at August
31, 2000 and 1999 respectively.

NOTE 9: SUBSEQUENT EVENTS

Intellectual  property  purchase - On September 21, 2000,  the Company  acquired
certain  intellectual  property and intangible  assets of Serec  Corporation,  a
Rhode Island company which manufactured and sold solvent based cleaning systems.
In exchange for $100,000 cash the Company  received the rights to seven patents,
one registered trademark, purchase orders, engineering designs and various other
intangible assets.

Letter of intent - On May 16,  2000,  the  Company  signed a letter of intent to
purchase  all the  outstanding  stock of a  corporation  to  further  expand the
Company's product base. Although this letter of intent has expired by its terms,
the Company is continuing discussions with the selling shareholders to determine
if there is a satisfactory way for this transaction to proceed.
<PAGE>
                              SONO-TEK CORPORATION

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

Forward-Looking Statements

Certain   statements  made  in  this  report  may  constitute   "forward-looking
statements"   within  the  meaning  of  the  Federal   Securities   Laws.   Such
forward-looking  statements include statements  regarding the intent,  belief or
current  expectations  of the Company and its  management  and involve known and
unknown  risks,  uncertainties  and other  factors  which  may cause the  actual
results,  performance or achievements of the Company to be materially  different
from any future  results,  performance or  achievements  expressed or implied by
such forward-looking  statements.  Such factors include, among other things, the
following:  general  economic and business  conditions;  political,  regulatory,
competitive and technological developments affecting the Company's operations or
the demand for its products;  timely  development  and market  acceptance of new
products;  adequacy of  financing;  capacity  additions;  and ability to enforce
patents.
The Company  undertakes  no obligation  to update  publicly any  forward-looking
statements.

Liquidity and Capital Resources

The Company's working capital decreased $128,968 to a working capital deficiency
of $(92,389) at August 31, 2000 from $36,579 at February 29, 2000.  The decrease
in working capital was primarily a result of an decrease in accounts  receivable
and  inventories of $524,461 that was offset by an increase in accounts  payable
and accrued expenses of $450,929.

The Company's  stockholders'  equity decreased $45,713 from $727,630 on February
29, 2000 to $681,917 on August 31, 2000.  The decrease in  stockholders'  equity
was the result of the loss of $179,926  for the six months ended August 31, 2000
that was offset by an increase in paid in capital of $132,242  for the  exercise
of warrants and options.

During  Fiscal Year 2000,  the Company  entered into an  agreement  with a Small
Business  Investment  Corporation,   Norwood  Venture  Corporation  ("Norwood"),
pursuant to which the Company  obtained a five-year loan in the principal amount
of $450,000.  The terms of the loan require interest payments only for the first
two years  followed  by  monthly  payments  of  $12,500  plus  interest  through
September  30,  2004.  The Company  also  granted  Norwood a warrant to purchase
1,100,000  shares of the Company's common stock which can be put to the Company.
Such  warrants  were valued at $77,000  which is accounted for as a discount and
will be imputed as additional interest expense over the term of the loan.

The Company  currently  has a $350,000  line of credit with a bank.  The loan is
collateralized by accounts receivable, inventory and all other personal property
of the Company and is  guaranteed  by the CEO of the  Company.  As of August 31,
2000 the outstanding balance was $350,000.

Due to the losses  incurred  during Fiscal Years 2000 and 1999,  the Company has
borrowed on a short term basis from  officers  and  directors.  As of August 31,
2000, the balance owed these officers and directors was $248,084.

Although  there can be no  assurances,  management  believes  that the continued
sales and expanding  markets for its spray  products,  and the sales of cleaning
and drying  equipment  will lead to broader  markets and  increases in sales and
profits. These factors, and the anticipated success of PNR America, should allow
the Company to meet its current obligations as they become due. The consolidated
backlog at August 31, 2000  gives the Company a reason to  anticipate  increased
sales in Fiscal Year 2001.

Results of Operations

The Company's  sales  increased  $2,185,556  from  $2,108,428 for the six months
ended  August 31, 1999 to  $4,293,984  for the six months ended August 31, 2000.
The increase was a result of sales of cleaning and drying  systems of $1,919,506
and an increase in sales of SonoFlux  Systems of $445,980  that were offset by a
decrease in MCS Infinity and Accu Mist Systems of $193,770.

The Company's  sales  increased  $1,017,852 from $1,303,099 for the three months
ended August 31, 1999 to $2,320,951  for the three months ended August 31, 2000.
The increase  was a result of sales of cleaning  and drying  systems of $914,464
and an increase in sales of SonoFlux  Systems of $302,209  that were offset by a
decrease in MCS  Infinity  and Accu Mist  Systems of $165,251  and a decrease in
nozzle sales of $43,675.

Gross profit  increased  $587,775 from $1,121,884 for the six month period ended
August 31, 1999 to  $1,709,659  for the six month  period ended August 31, 2000.
Gross profit increased  $274,578 from $662,126 for the three months ended August
31, 1999 to $963,704 for the three  months  ended August 31, 2000.  For both the
three and six month  periods the  increase  was  primarily a result of increased
sales of the  Company's  products  that were offset by the related  material and
labor costs.

The gross  profit  margin was 40% and 53% for the six month  period ended August
31, 2000 and 1999, respectively. The gross profit margin was 42% and 51% for the
three month period ended  August 31, 2000 and 1999,  respectively.  For both the
three and six month periods the decrease in gross profit margins was a result of
lower margins on the sale of newly developed cleaning and drying systems and the
required startup and commissioning costs of the equipment.

Research and product  development costs increased $210,280 from $259,356 for the
six months ended August 31, 1999 to $469,636 for the six months ended August 31,
2000.  The  increase  was a result  of  increased  compensation  due to a larger
engineering staff, additional new product development costs and additional costs
associated with SCS.

Research and product  development  costs increased $84,396 from $148,108 for the
three months ended August 31, 1999 to $232,504 for the three months ended August
31, 2000.  The increase was a result higher  personnel  costs and the additional
costs associated with SCS.

Marketing and selling costs increased  $260,577 from $484,696 for the six months
ended  August 31, 1999 to $745,273  for the six months  ended  August 31,  2000.
Marketing and selling costs increased $73,984 from $267,591 for the three months
ended  August 31, 1999 to $341,575  for the three  months ended August 31, 2000.
The  increases  were  primarily a result of  additional  commissions  related to
increased  sales,  increased trade show expenses and additional costs associated
with SCS.

General and  administrative  costs increased  $157,290 from $290,854 for the six
month  period  ended  August 31, 1999 to $448,144 for the six month period ended
August 31,  2000.  General  and  administrative  costs  increased  $62,946  from
$174,655  for the three month  period  ended August 31, 1999 to $237,601 for the
three month period  ended  August 31,  2000.  For both periods the increase is a
result of additional SCS costs.

Interest expense  increased $48,327 from $129,037 for the six month period ended
August 31, 1999 to $177,364 for the six months  ended August 31, 2000.  Interest
expense  increased  $35,850 from $16,269 for the three month period ended August
31, 1999 to $52,119 for the three months ended August 31, 2000.  The increase is
primarily due to an increase in interest costs  associated  with the addition of
the SCS and Norwood loan interest and new equipment loans from the bank.

For the six months  ended August 31, 2000 the Company had a net loss of $178,838
or $(0.02)  per share as  compared to a net loss of $29,491 or $(0.00) per share
for the six months ended August 31, 1999.

For the three months ended August 31, 2000,  the Company had earnings of $84,892
or $0.01 per share as  compared to earnings of $61,602 or $.01 per share for the
three months ended August 31, 1999.

SONO-TEK CORPORATION
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risk related to changes in interest rates.  The
interest rate on the Company's debt is based on fluctuations in the prime rates.
If the prime rate  increased by 1  percentage  point from the levels at February
29, 2000,  the negative  effect on the  Company's  results of  operations  would
approximate  $1,200 for the quarter ended August 31, 2000 and $2,200 for the six
months ended August 31, 2000.

                           PART II - OTHER INFORMATION

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

The  following  matters  were  voted  upon at the  Company's  annual  meeting of
shareholders held on August 24, 2000.

1.   The  election  of three (3)  directors  of the  Company to serve  until the
     Company's 2002 annual meeting of shareholders.

                                          For                     Withheld
     James L. Kehoe                    7,379,159                   332,630
     Samuel Schwartz                   7,379,159                   332,630
     J. Duncan Urquhart                7,379,159                   332,630

2.   Ratify  the   appointment  of  Deloitte  &  Touche  LLP  as  the  Company's
     independent auditors for the fiscal year ending February 28, 2001.

         For                        Against                 Abstained
      7,445,689                     33,500                   307,600

     There were no broker non-votes.

Item 5.  Other Information
                  None

Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  Exhibit No.       Description

4.1               27.      Financial Data Schedule - EDGAR filing only

         (b)      Reports on Form 8-K

                  Filed August 13, 1999
<PAGE>
                                   SIGNATURES




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

Dated: October 16, 2000




                              SONO-TEK CORPORATION
                                  (Registrant)




                             By: /s/ James L. Kehoe
                                 James L. Kehoe
                             Chief Executive Officer





                           By: /s/ Kathleen N. Martin
                               Kathleen N. Martin
                             Chief Financial Officer


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