SONO TEK CORP
10-Q, 2000-07-14
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: May 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                                     July 12, 2000

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


                                      INDEX




Part I - Financial Information                                         Page


Item 1 - Consolidated Financial Statements:                            1 - 3


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


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


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


Notes to Consolidated Financial Statements                             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 - 13

Part II - Other Information                                              13

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

                                     ASSETS
<CAPTION>
                                                                                         May 31,          February 29,
                                                                                          2000                 2000
<S>                                                                                    <C>                 <C>
Current Assets                                                                          Unaudited
     Cash and cash equivalents                                                          $  92,097          $    8,176
     Accounts receivable (less allowance of $45,997 and $39,997
         at May 31 and February 29, respectively)                                         820,752           1,619,639
     Inventories (Note 4)                                                                 957,488           1,224,380
     Prepaid expenses and other current assets                                             94,440              74,308
                                                                                           ------              ------
                  Total current assets                                                  1,964,777           2,926,503
Equipment, furnishings and leasehold improvements (less accumulated
     depreciation of $485,236 and $469,011 at May 31 and February 29,
     respectively)                                                                        314,566             256,994
Intangible assets, net:
     Goodwill (Note 1)                                                                  1,211,197           1,232,571
     Patents and patents pending (Note 1)                                                  30,142              31,642
     Deferred financing fees                                                               30,787              32,563
                                                                                           ------              ------
                  Total intangible assets                                               1,272,126           1,296,776
Long-term equity investment, net (Note 5)                                                  17,916              19,310
Other assets                                                                               14,442              14,542
                                                                                           ------              ------
TOTAL ASSETS                                                                           $3,583,827          $4,514,125
                                                                                       ==========          ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
     Accounts payable                                                                    $698,701            $847,135
     Deferred revenue                                                                           0             725,491
     Accrued expenses                                                                     749,646             437,342
     Revolving Line of Credit                                                             350,000             334,307
     Short term loans-related parties (Notes 6 and 10)                                    113,084             239,084
     Current maturities of long term debt (Note 7)                                        236,925             220,532
     Short term convertible loan (Note 8)                                                       0             100,000
                                       -                                                 --------             -------
                  Total current liabilities                                             2,148,356           2,903,891
Subordinated mezzanine debt                                                               387,496             382,060
Long term debt, less current maturities  (Note 7)                                         223,950             273,544
Subordinated convertible loans-related parties                                            150,000             150,000
                                                                                          -------             -------
                  Total liabilities                                                     2,909,802           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
       8,886,613 shares issued and outstanding at
       May 31 and February 29, respectively                                                89,549              88,666
     Additional paid-in capital                                                         5,844,042           5,711,800
     Accumulated deficit                                                               (5,336,566)         (5,072,836)
                                                                                       ----------          ----------
                  Total stockholders' equity                                              597,025             727,630
                                                                                          -------             -------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                             $3,583,827          $4,514,125
                                                                                       ==========          ==========
</TABLE>

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

                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                                           Three Months Ended May 31,
                                                                                                  Unaudited
                                                                                           2000                1999

<S>                                                                                    <C>                   <C>
Net Sales                                                                              $1,973,033            $805,329
Cost of Goods Sold                                                                      1,227,078             345,571
                                                                                        ---------             -------
                  Gross Profit                                                            745,955             459,758
                                                                                          -------             -------

Operating Expenses
     Research and product development costs                                               237,131             111,249
     Marketing and selling expenses                                                       403,698             217,105
     General and administrative costs                                                     210,543             116,199
                                                                                          -------             -------

                  Total Operating Expenses                                                851,372             444,553
                                                                                          -------             -------

Operating (Loss) Income                                                                  (105,417)             15,205

Interest Expense                                                                         (125,245)           (112,768)

Interest and Other (Loss) Income                                                          (33,066)              6,469
                                                                                          -------               -----

Loss Before Income Taxes                                                                 (263,728)            (91,094)

Income Tax Expense                                                                              0                   0
                                                                                          -------             -------
Net Loss                                                                                ($263,728)           ($91,094)
                                                                                        =========            ========


Basic Loss Per Share                                                                      $(0.03)            $(0.01)
                                                                                          ======             ======

Diluted Loss Per Share                                                                    $(0.03)            $(0.01)
                                                                                          ======             ======


Weighted Average Shares - Basic                                                         8,953,156           6,281,667
                                                                                        =========           =========

Weighted Average Shares - Diluted                                                       8,953,156           6,281,667
                                                                                        =========           =========
</TABLE>

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

<S>                                                                                     <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Loss                                                                            $(263,728)           $(91,094)

    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
          Imputed interest expense on subordinated mezzanine debt                           5,436                   0
          Loss on equity investment                                                         1,394                   0
          Depreciation and amortization                                                    40,874              10,536
          Provision for doubtful accounts                                                   6,000                   0
          (Increase) decrease in:
              Accounts receivable                                                         792,887            (179,280)
              Inventories                                                                 266,892             (65,051)
              Prepaid expenses and other current assets                                   (20,033)            (70,596)
          Increase (decrease) in:
              Accounts payable and accrued expenses                                       163,870             129,450
              Deferred revenue                                                           (725,491)                  0
              Non-current rent payable                                                          0                 249
                                                                                          -------             -------
       Net Cash Provided By (Used In) Operating Activities                                343,932            (163,160)
                                                                                          -------            --------

CASH FLOW FROM INVESTING ACTIVITIES:
   Purchase of equipment and furnishings                                                  (73,797)               (638)
   Loan receivable                                                                              0             (25,000)
                                                                                          -------            --------
       Net Cash Used In Investing Activities                                              (73,797)            (25,638)
                                                                                          -------             -------

CASH FLOW FROM FINANCING ACTIVITIES:
   Proceeds from revolving line of credit                                                  15,693              51,000
   Proceeds from bank loan for production equipment                                        45,359                   0
   Proceeds from short term loans-related parties                                               0              77,000
   Proceeds from exercise of warrants                                                      55,692                   0
   Proceeds from stock options                                                              1,602                   0
   Repayments of short term loans-related parties                                        (126,000)                  0
   Repayments of short term borrowings                                                   (100,000)                  0
   Repayments of note payable and equipment loans                                         (78,560)             (2,546)
                                                                                          -------              ------
       Net Cash (Used In) Provided By Financing Activities                               (186,214)            125,454
                                                                                         --------             -------

NET INCREASE  (DECREASE) IN CASH AND CASH EQUIVALENTS                                      83,921             (63,344)

CASH AND CASH EQUIVALENTS
   Beginning of period                                                                      8,176              70,051
                                                                                            -----              ------

   End of period                                                                        $  92,097            $  6,707
                                                                                        =========            ========

SUPPLEMENTAL DISCLOSURE:
   Interest paid                                                                        $  40,554            $  6,392
                                                                                        =========            ========
</TABLE>

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


NOTE 1:  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.
(formerly known as S&K Products  International,  Inc.), a New Jersey Corporation
("SCS"),  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 3, 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 reasonably  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 is $81,553 and $80,053 at May 31, 2000
and February 29, 2000, respectively.

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

NOTE 2:  SEGMENT INFORMATION

The Company has two  reportable  segments:  spraying  systems and  cleaning  and
drying  systems.  The  spraying  systems  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  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>
                                                                     Three Months Ended May 31, 2000
                                                                Spraying          Cleaning/Drying
                                                                Systems               Systems             Total
<S>                                                             <C>                <C>               <C>
         Net Sales                                              $967,005           $1,006,028        $1,973,033
         Net Loss                                                (36,508)            (227,220)         (263,728)
         Identifiable Assets                                     204,243              110,323           314,566
         Capital Expenditures                                     73,797                    0            73,797
         Depreciation and Amortization Expense                    16,656               24,219            40,874
</TABLE>

The Company operated in a single  reportable  segment for the three months ended
May 31, 1999.

NOTE 3: ACQUISITION

On  August  3,  1999 the  Company  purchased  all the  outstanding  stock of S&K
Products International,  Inc. ("S&K"), a supplier of cleaning and drying systems
for the semiconductor,  disk drive, and precision cleaning  industries.  In June
2000, the Company renamed S&K to Sono-Tek Cleaning Systems, Inc. ("SCS"). SCS is
a wholly owned subsidiary of the Company.

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


                  Proforma Consolidated Statement of Operations
                            Three month period ended
                                  May 31, 1999

                  Net Sales                            $966,834
                  Cost of Goods Sold                    698,635
                                                        -------
                  Gross Profit                          268,199
                  Operating Expenses                    837,691
                                                        -------
                  Operating Loss                       (569,492)
                  Interest Expense                     (128,800)
                  Interest  & Misc. Income               88,134
                                                         ------
                  Net Loss                            $(610,158)
                                                      =========

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  reorganization.  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:  INVENTORIES

Inventories at May 31, 2000 are comprised of:

                  Finished goods                        $199,723
                  Work in process                        232,453
                  Consignment                             12,610
                  Raw materials and subassemblies        696,302
                                                         -------
                                    Total              1,141,088
                  Less: Allowance                       (183,600)
                                                        --------
                  Net inventories                       $957,488
                                                        ========

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%.  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  are  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 $32,610 to PNR America for the three month  period ended May
31, 2000 and $13,967 for the period of  inception  through  February  29,  2000.
Balances  due from PNR  America  of  $46,577  and  $13,967  at May 31,  2000 and
February 29, 2000, respectively,  are expected to be repaid out of PNR America's
fiscal year 2000 operating cash flows.

The Company's cumulative equity loss in PNR America at May 31, 2000 was $28,661.
The Company recognized, during the three month period ended May 31, 2000 and the
period from inception to February 29, 2000, $34,004 and $14,257, respectively as
its  estimate of the  proportionate  share of the net loss of PNR  America.  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
condensed  financial  information  of PNR America as of May 31, 2000 and for the
three month period ended May 31, 2000 is as follows:

         Net loss                                           $(69,396)
                                                            ========

         Total assets - current                              $50,163
                                                             =======

         Due to Sono-Tek                                     $46,577
         Due to Flowtech                                      43,739
         Accrued Expenses                                     18,338
                                                              ------
         Liabilities                                         108,654

         Stockholders' deficiency                            (58,491)
                                                             -------

         Total liabilities and stockholders' deficiency      $50,163
                                                             =======

The Company,  for financial  reporting purposes has netted the cumulative equity
loss in PNR America with the intercompany balances due from PNR America.

NOTE 6:  RELATED PARTY TRANSACTIONS

Short term loans - related  parties - From time to time the Company has required
short term  loans to meet its cash  requirements.  All of these  loans have been
provided by two  officers  and a director of the  Company,  at the fixed rate of
prime plus 2% at the date of the loans (9.75% to 10.75% at May 31, 2000). During
the three month period ended May 31, 2000, a total of $126,000 plus interest was
repaid to these  individuals.  Accrued  interest  on these  short term loans was
$14,149 and $13,165 at May 31, 2000 and February 29, 2000, respectively.  During
the three month period ended May 31, 2000 and 1999, interest expense relating to
these loans was $4,766 and $3,750,  respectively.  A non-cash  charge of $11,799
was made to  interest  expense  for the  issuance of warrants in March 2000 to a
lender.

NOTE 7.  LONG TERM DEBT

On May 11, 2000, the Company entered into a collateralized loan agreement with a
bank to purchase production equipment. The five year loan for $45,359 carries an
interest rate of prime plus 2%, which was 10.75% at the date of  inception.  The
loan will be repaid in equal monthly installments of $756 plus interest.

NOTE 8: SHORT TERM CONVERTIBLE LOAN

On February 15,  2000,  the Company  entered  into a 90 day $100,000  short term
convertible loan with a  non-affiliated  individual with an interest rate of 8%.
At the option of the lender,  the loan could be (i) converted  into common stock
at $1.00 per share or (ii) repaid by the Company, at which time the lender would
be issued a warrant to purchase  50,000 shares of the Company's  common stock at
$1.00 per share.

The lender  elected for  repayment and was issued a warrant that expires May 15,
2002  which  resulted  in a  non-cash  charge of  $64,033  to  interest  expense
warrants.

NOTE 9:  LOSS PER SHARE

Basic  earning  per share  ("EPS")  and loss per share  ("LPS") is  computed  by
dividing  net  income  (loss) by the  weighted-average  number of common  shares
outstanding  for the  period.  Diluted EPS would  reflect,  if  applicable,  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 calculations under the treasury stock method.

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

                                                                         Three Months Ended May 31,
                                                                            2000                  1999
<S>                                                                      <C>                   <C>
         Numerator-
           Numerator for basic and diluted
              (loss) per share                                           ($263,728)             ($91,094)
         Denominator:
           Denominator for basic loss per
              share - weighted average shares                            8,953,156             6,281,667
           Effects of dilutive securities:
              Stock warrants for directors                                      0*                     0*
              Stock options for employees
                and outside consultants                                         0*                     0*
           Denominator for diluted loss
              per share                                                  8,953,156**           6,281,667**
</TABLE>

         *Stock options and warrants for employees 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 and warrants were not  antidilutive  as
described  in * and **, the  denominator  for  diluted  loss per share  would be
11,927,030 and 8,280,501 shares at May 31, 2000 and 1999, respectively.

NOTE 10:  SUBSEQUENT EVENTS

Short term loans - related parties - During June 2000, an officer and a director
of the Company loaned the Company a total of $110,000 at the fixed rate of prime
plus 2% at the date of the loans.

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 the letter of intent  contemplates  negotiation
and  execution  of  a  definitive  stock  purchase  agreement,  closing  of  the
transaction is subject to numerous conditions, including, but not limited to (i)
due diligence review by the Company with results reasonably  satisfactory to the
Company,  (ii) receipt by the Company of financing  necessary to consummate  the
transaction,  and (iii) receipt of necessary consents including  shareholder and
third  party  consents.  The letter of intent was to remain in effect for thirty
(30) days and was extended for an additional thirty (30) day term. Should either
party decide not to consummate the proposed transaction, in contravention of the
terms and conditions of the letter of intent,  a break-up fee of $100,000,  plus
out of pockets costs will be payable to the other party.
<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
statement.

Liquidity and Capital Resources

The Company's working capital decreased $220,156 to a working capital deficiency
of ($182,577) at May 31, 2000 from $36,579 at February 29, 2000. The decrease in
working capital was a result of a decrease in accounts  receivable and inventory
that was offset by a decrease  in deferred  revenue.  The  stockholders'  equity
decreased  $130,905 to $597,025  on May 31, 2000 from  $727,930 on February  29,
2000.  The  decrease  in  stockholders'  equity  was the  result  of the loss of
$263,729  for the three months ended May 31, 2000 that was offset by an increase
in paid in capital of $132,242 from 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.

During Fiscal Year 2000, the Company  entered into a short term loan of $100,000
with an outside  non-affiliated  individual.  The loan and related  interest was
repaid in May 2000. As part of the loan agreement, when the loan was repaid, the
lender  received a warrant to purchase  50,000  shares of the  Company's  common
stock at a price of $1.00 per share.

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 May 31, 2000
the outstanding balance was $350,000.

The  Company's  Convertible  Secured  Subordinated  Promissory  Notes  that were
scheduled to mature on August 15, 2000 were  converted to Common Stock under the
Fourth Note Amendment  Agreement  dated February 26, 1999. At the same time, the
exercise  price of the  warrants  was  reduced  from $1.50 per share to $.65 per
share,  and the  expiration  date of the  warrants  was extended to February 28,
2002.  During the three month period  ended May 31,  2000,  warrants to purchase
85,680 shares of stock were exercised, resulting in $55,692 of new capital.

Due to the losses  incurred  during Fiscal Years 2000 and 1999,  the Company was
required  to borrow on a short  term  basis from two  officers  and a  director.
During the three month  period  ended May 31, 2000  $126,000  plus  interest was
repaid.  As of May 31,  2000,  the balance  owed the  officers  and director was
$113,084.  As an acknowledgement of the loans, 50,000 warrants were issued to an
officer of the Company  during the three month period ended May 31, 2000. One of
the warrants for 25,000 shares of the Company's  common stock expires August 16,
2004 and has an exercise price of $0.50 per share.  The other warrant for 25,000
shares  of the  Company's  common  stock  expires  January  31,  2005 and has an
exercise price of $1.00 per share.  The Company  recognized a non-cash  interest
charge of $11,799 based on the fair market value of the warrants granted.

Subsequent to May 31, 2000, an officer and a director loaned the Company a total
of  $110,000  at the fixed rate of prime  plus 2% at the date of the  loans.  As
necessary,  the Company  plans on funding the  operations by using the available
borrowings  under its  current  line of credit,  and,  if  necessary,  obtaining
additional loans from officers and directors.

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 May 31, 2000 gives the Company a reason to anticipate increased sales
in Fiscal Year 2001.

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  the  letter of intent  contemplates  negotiation  and  execution  of a
definitive  stock purchase  agreement,  closing of the transaction is subject to
numerous conditions,  including,  but not limited to (i) due diligence review by
the Company with results reasonably satisfactory to the Company, (ii) receipt by
the Company of financing  necessary to  consummate  the  transaction,  and (iii)
receipt of necessary  consents  including  shareholder and third party consents.
The  letter of intent  was to remain  in  effect  for  thirty  (30) days and was
extended for an additional  thirty (30) day term. Should either party decide not
to  consummate  the  proposed  transaction,  in  contravention  of the terms and
conditions  of the letter of intent,  a break-up  fee of  $100,000,  plus out of
pockets costs will be payable to the other party.

Results of Operations

For the  three  months  ended  May  31,  2000,  the  Company's  sales  increased
$1,167,704  to $1,973,033 as compared to $805,329 for the three months ended May
31, 1999.  The increase was a result of new sales of cleaning and drying systems
of $1,006,028 and an increase in the sales of SonoFlux Systems of $154,987.

The Company's gross profit  increased  $286,197 to $745,955 for the three months
ended May 31, 2000 from  $459,758 for the three  months ended May 31, 1999.  The
increase was  primarily a result of increased  sales of the  Company's  products
that were  offset by the  related  material  costs and labor.  The gross  profit
margin  was 37% and 57% of sales for the  three  months  ended May 31,  2000 and
1999,  respectively.  The  decrease in the gross  profit  margin was a result of
lower margins on the sale of newly developed  cleaning and drying systems due to
expediting, redesign and additional labor charges associated with the new design
which are not expected to recur for subsequent deliveries.

Research and product  development  costs increased  $125,882 to $237,131 for the
three months ended May 31, 2000 from $111,249 for the three months ended May 31,
1999.  The  increase  was a result of increased  compensation  resulting  from a
larger engineering staff and additional costs associated with SCS.

Marketing and selling costs increased  $186,593 to $403,698 for the three months
ended May 31, 2000 from  $217,105 for the three  months ended May 31, 1999.  The
increases  were  primarily  a result  of costs  for  additional  trade  shows of
$23,315, personnel costs of $84,476 related to SCS and additional commissions of
$93,298 related to increased sales.

General and  administrative  costs  increased  $94,344 to $210,543 for the three
months ended May 31, 2000 from $116,199 for the three months ended May 31, 1999.
The  increases  were  primarily  a result of  increases  in  personnel  costs of
$31,449,  professional and consulting fees of $32,083 and goodwill  amortization
of $21,374 related to SCS.

Interest  expense  increased  $12,477 to $125,245 for the three months ended May
31, 2000 from $112,768 for the three months ended May 31, 1999.  The increase is
primarily due to an increase in interest costs  associated  with the addition of
the SCS and Norwood loan interest that was offset by a  non-recurring,  non-cash
charge of $102,626  reflecting the value of warrants issued in the quarter ended
May 31, 1999.

For the three months ended May 31, 2000, the Company had a loss of $(263,729) or
$(0.03) per share as compared  to a loss of  $(91,094)  or $(0.01) per share for
the three months ended May 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 $1,000 for the quarter ended May 31, 2000.


                           PART II - OTHER INFORMATION

         Item 1.    Legal Proceedings
                    None

         Item 2.    Changes in Securities and Use of Proceeds.
                    None

         Item 3.    Defaults Upon Senior Securities
                    None

         Item 4.    Submission of Matters to a Vote of Security Holders
                    None

         Item 5.    Other Information
                    None

         Item 6.    Exhibits and Reports on Form 8-K
                    (a) Exhibits
                        Exhibit No.   Description

                        27.       Financial Data Schedule - EDGAR filing only

                    (b) Reports on Form 8-K
                        None
<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: July 14, 2000

                              SONO-TEK CORPORATION
                                  (Registrant)


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


                               /s/ Kathleen N. Martin
                    By: ____________________________________
                               Kathleen N. Martin
                               Treasurer & Chief Financial Officer


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