SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                   FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

        For Quarter Ended JanuaryApril 27, 1996 Commission File Number 2-37706

                          Bowles Fluidics Corporation
             (exact name of registrant as specified in its charter)

                 MARYLAND                                 52-0741762
        (State or other jurisdiction of                (I.R.S. Employer
        incorporation or organization)                Identification No.)

          6625 Dobbin Road, Columbia, Maryland                  21045
        (Address of principal executive offices)              (Zip Code)

       Registrant's telephone number, including area code (410) 381-0400

Indicate  by check mark  whether the  registrant  has filed all annual,
quarterly  and other reports  required to be filed with the  Commission within
the past 90 days and in  addition  has  filed  the most  recent annual report
required to be filed.

                     Yes   X                            No

Indicate the number of shares  outstanding of each issuer's  classes of common
stock, as of January 27, 1996.

                Class                          Outstanding at JanuaryApril 27, 1996
          Common Stock, $.10                         12,610,011 shares




INDEX

   BOWLES FLUIDICS CORPORATION
   FOR THE THREESIX MONTHS ENDED JANUARYAPRIL 27, 1996


                                                                      Page
   PART I.  Financial Information                                    Number

      Item 1.  Financial Statements

              Consolidated Statements of Income
                For the three and six months ended
                JanuaryApril 27, 1996 and January 28, 1995............................April 29, 1995  .............        3

              Consolidated Balance Sheets
                JanuaryApril 27, 1996 and October 28, 1995  .....................        4

              Consolidated Statements of Cash Flows
                For the threesix months ended
                JanuaryApril 27, 1996 and January 28, 1995............................April 29, 1995  .............        5

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

      Item 2.  Management's Discussion and Analysis
                 of Financial Condition and Results
                 of Operations  .............................................................        7

   PART II.  Other Information

      Item 6.  Exhibits and Reports on Form 8-K  ...............       9
                              Exhibit 11.........................       10
                        Exhibit 20.........................       12





                                       (2)11  ............................       11
                        Exhibit 20  ............................       13
                        Form 8-K  ..............................       15

                                       2



BOWLES FLUIDICS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

For the three months ended
                                             January 27,           January 28
                                                1996                  1995
                                             -----------           -------

Net Sales                                    $ 4,550,061           $ 4,193,318

Cost of Sales                                  3,062,121             2,726,033
                                             -----------           -----------

Gross profit                                   1,487,940             1,467,285

       Selling, general and
         administrative expenses                 663,375               588,744
       Research and development costs            215,474               153,536
                                             -----------           -----------

Operating Income                                 609,091               725,005

     Interest expense                             (5,954)              (18,091)
     Other income, net                            16,448                16,898
                                             -----------           -----------

Income before taxes                              619,585               723,812

     Provision for income taxes                  226,616               270,880
                                             -----------            -----------

Net Income                                       392,969               452,932

     Preferred stock
     dividends accrued                           (18,662)              (18,662)
                                             -----------           -----------

Income applicable to
     common shareholders                     $   374,307           $   434,270
                                             ===========           ===========

Primary earnings per share                          $.03                  $.03
                                                    ====                  ====

Fully diluted earnings per share                    $.02                  $.03
                                                    ====                  ====
For the three months ended For the six months ended April 27, April 29, April 27, April 29, 1996 1995 1996 1995 ---------- ---------- ---------- ---------- Net Sales $4,687,296 $4,419,120 $9,237,357 $8,612,438 Cost of Sales 2,872,639 2,723,350 5,934,760 5,449,382 ---------- ---------- ---------- ---------- Gross profit 1,814,657 1,695,770 3,302,597 3,163,056 Selling, general and administrative expenses 1,168,405 689,576 1,831,780 1,278,320 Research and development costs 363,532 151,675 579,006 305,212 ---------- ---------- ---------- ---------- Operating Income 282,720 854,519 891,811 1,579,524 Interest expense (63) (7,132) (6,018) (25,223) Other income, net 21,400 28,881 37,848 45,780 ---------- ---------- ---------- ---------- Income before taxes 304,057 876,268 923,641 1,600,081 Provision for income taxes 106,220 328,869 332,836 599,749 ---------- ---------- ---------- ---------- Net Income 197,837 547,399 590,805 1,000,332 Preferred stock dividends accrued (18,662) (18,662) (37,324) (37,324) ---------- ---------- ---------- ---------- Income applicable to common shareholders $ 179,175 $ 528,737 $ 553,481 $ 963,008 ========== ========== ========== ========== Primary earnings per share $ .01 $ .04 $ .04 $ .08 ========== ========== ========== ========== Fully diluted earnings per share $ .01 $ .03 $ .04 $ .06 ========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements. (3)3 BOWLES FLUIDICS CORPORATION CONSOLIDATED BALANCE SHEETS (Unaudited) (Audited) JanuaryApril 27, October 28, 1996 1995 ---------- --------------------- ----------- Assets Current Cash and cash equivalents $ 771,590$1,169,217 $ 676,981 Investments 689,513available for sale 195,784 679,513 Accounts receivable 2,939,0892,934,193 2,761,394 Inventories 1,789,8721,735,374 1,899,346 Other current assets 366,977387,625 306,974 ---------- --------------------- Total current assets 6,557,0416,422,193 6,324,208 ---------- --------------------- Property and equipment, net 2,835,8453,020,804 2,821,804 Other assets 134,510284,587 146,434 ---------- --------------------- Total assets $9,527,396$9,727,584 $9,292,446 ========== ===================== =========== Liabilities and Stockholders' Equity Current Accounts payable - trade $ 909,061691,526 $ 995,421 Accrued expenses and other liabilities 617,735755,499 852,121 Income taxes payable 278,335191,555 111,441 Current portion of long-term debt 260,524- 68,857 ---------- --------------------- Total current liabilities 2,065,6551,638,580 2,027,840 Long-term debt - 202,811 Other liabilities 308,542756,630 282,904 Deferred income taxes 149,000 149,000 ---------- --------------------- Total liabilities 2,523,1972,544,210 2,662,555 ---------- --------------------- Commitments and Contingencies Stockholders' Equity 8% Convertible preferred stock 933,080 933,080 Common stock 1,261,001 1,261,001 Additional paid-in capital 2,726,583 2,726,583 Retained earnings 2,083,535($2,407,467 deficit eliminated at 10/29/94) Note 5 2,262,710 1,709,227 ---------- --------------------- Total stockholders' equity 7,004,1997,183,374 6,629,891 ---------- --------------------- Total liabilities and stockholders'equity $9,527,396 $9,292,446stockholders' equity $9,727,584 $ 9,292,446 ========== =========== The accompanying notes are an integral part of these financial statements. 4 BOWLES FLUIDICS CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the six months ended April 27, April 29, 1996 1995 ---------- ---------- Net Income $ 590,805 $1,000,332 Adjustments to reconcile net income provided by operating activities: Depreciation and amortization 353,866 327,708 Deferred income taxes (162,000) - (Gain)/Loss on disposal of assets 15,217 (8,877) Accretion of interest on investments (5,329) (7,977) ---------- ---------- 792,559 1,311,186 ---------- ---------- Change in operating accounts: Accounts receivable (172,799) (162,238) Inventories 163,972 111,875 Other assets (80,651) (53,197) Accounts payable (303,895) (276,190) Accrued expenses (59,299) (81,999) Income taxes payable 80,114 (385,168) Other liabilities 473,726 26,652 ---------- ---------- Change in operating accounts 101,168 (820,265) ---------- ---------- Cash provided by operating activities 893,727 490,921 ---------- ---------- Investing activities: Capital expenditures (544,233) (241,310) Proceeds from sale of equipment - 31,025 Purchase of investments - (475,814) Proceeds from sale of investments 489,058 390,105 ---------- ---------- Net cash used in investing activities (55,175) (295,994) ---------- ---------- Financing activities: Principal payment of debt (271,668) (492,626) Preferred stock dividend (74,648) (74,646) ---------- ---------- Net cash used in financing activities (346,316) (567,272) ---------- ---------- Increase (decrease) in cash and cash equivalents 492,236 (372,345) Cash and cash equivalents - beginning of period 676,981 1,557,230 ---------- ---------- Cash and cash equivalents - end of period $1,169,217 $1,184,885 ========== ========== The accompanying notes are an integral part of these financial statements. (4) BOWLES FLUIDICS CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the three months ended January 27, January 28, 1996 1995 ----------- ---------- Net Income $ 392,969 452,933 Adjustments to reconcile net income provided by operating activities: Depreciation and amortization 167,179 164,730 (Gain)/Loss on sale of assets 2,073 (4,052) Accretion of interest on investments 10,000 - ----------- --------- 552,221 613,611 ----------- ----------- Change in operating accounts: Accounts receivable (177,695) (396,803) Inventories 109,474 181,950 Other assets (60,003) (26,700) Accounts payable (86,360) (229,444) Accrued expenses (178,400) (230,878) Income taxes payable 166,894 (266,037) Other liabilities 25,638 (10,247) ----------- ----------- Change in operating accounts (200,452) (978,159) ----------- ----------- Cash provided by(used in) operating activities 351,769 (364,548) ----------- ----------- Investing activities: Capital expenditures (172,368) (73,446) Proceeds from sale of equipment 1,000 31,025 Proceeds from sale of investments - 97,619 ----------- ----------- Net cash provided by(used in) investing activities (171,368) 55,198 ----------- ----------- Financing activities: Principal payment of debt (11,144) (476,911) Preferred stock dividend (74,648) (74,646) ----------- ----------- Net cash used in financing activities (85,792) (551,557) ----------- ----------- Increase(decrease) in cash and cash equivalents 94,609 (860,907) Cash and cash equivalents - beginning of period 676,981 1,557,230 ----------- ----------- Cash and cash equivalents - end of period $ 771,590 $ 696,323 =========== =========== The accompanying notes are an integral part of these financial statements. (5)5 BOWLES FLUIDICS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - General In the opinion of the Company, the accompanying unaudited financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position as of JanuaryApril 27, 1996, the results of operations and cash flows for three and six months ended JanuaryApril 27, 1996 and January 28,April 29, 1995. While the Company believes that the disclosures presented are adequate to make the information not misleading, it is suggested that these financial statements be read in conjunction with the financial statements and the notes included in the Company's latest annual report on Form 10-K. NOTE 2 - Inventories Inventories are comprised of: JanuaryApril 27, October 28, 1996 1995 Raw Material $ 735,915603,463 $ 703,864 Work and tooling in process 191,425132,675 416,090 Finished Goods 862,532999,236 779,392 ---------- ---------- Total $1,789,872$1,735,374 $1,899,346 ========== ========== NOTE 3 - Property and Equipment, and Accumulated Depreciation Property and Equipment, and Accumulated Depreciation are comprised of: JanuaryApril 27, October 28, 1996 1995 Production machinery and equipment $ 4,095,4374,110,704 $ 4,047,602 Office furniture and equipment 1,652,3481,850,805 1,580,026 Laboratory and machine shop equipment 1,180,0941,268,050 1,159,087 Leasehold improvements 546,698566,681 539,274 ----------- ----------- Total property and equipment 7,474,5777,796,240 7,325,989 Less accumulated depreciation (4,638,732)(4,775,436) (4,504,185) ----------- ----------- Net property and equipment $ 2,835,8453,020,804 $ 2,821,804 =========== =========== NOTE 4 - Debt The Board of Directors have authorized management to pay all of the outstanding debt with Mercantile-Safe Deposit & Trust Company as of February 1, 1996. NOTE 5 - Quasi reorganization Effective October 29, 1994, the Board of Directors approved a quasi- reorganizationquasi-reorganization which had the impact of eliminating the retained earnings deficit as an adjustment to the additional paid-in capital. (6)NOTE 6 - Termination of sales agreement In the second quarter ended April 27, 1996, the Company accrued an additional selling expense of $258,000, net of income taxes, related to the planned termination of the sales agreement with one of its manufacturers' representatives. The payments are expected to commence in May 1997. 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION The following discussion should be read in conjunction with the attached financial statements and notes thereto, and with the Company's audited financial statements and notes thereto for the fiscal year ended October 28, 1995. RESULTS OF OPERATIONS FirstSecond Quarter FY 1996 Compared with FirstSecond Quarter FY 1995 The Company achieved record sales levels for a firstin the second quarter but lower netFY 1996 in spite of the unfavorable effect of the two-week shutdown of the General Motors plants in March. Net income, however, was less than last year's first quarter. The gain insecond quarter as an additional charge related to the planned termination of the Company's sales agreement with one of its manufacturers' representatives was provided from larger volume shipments and products withrecorded, higher pricing. Net income was negatively affected by increases in applications engineering,additional expenses were incurred for research and development,develop-ment, and general and administrative expenses.product profit margins decreased. Net sales in the firstsecond quarter of FY 1996 rose 8.5% to $4,550,061.$4,687,296, 6% above last year's second quarter sales of $4,419,120. Net income was $392,969, 13% less$197,837, 64% or $349,562 lower than the priorlast year's firstsecond quarter results. Shipmentsof $547,399. Sales of light vehicle windshield washer nozzles and defroster outletsnozzles of $4,171,177$4,640,865 increased 9% in this14% over last year's first quarter above the FY 1995 firstsecond quarter sales of $3,828,393. Sales rose$4,075,225, principally becausedue to a larger volume of higher pricesshipments of washer nozzles with multiple parts and larger volumes of new windshield washer nozzles and defroster outlets.newly designed products. Sales of prototype and production tooling of $378,884$46,431 for future product manufacturing increased 4% overdecreased 86% from last year's first quarter. Gross profit in the FY 1996 firstsecond quarter, was $1,487,940, 1.4% above last year's first quarterreflecting a much lower rate of $1,467,285. Theculmination of new washer and defroster nozzle programs. This decline in gross profit margin, despite higher sales, occurred due to lower profit realized on these products in this year's first quarter resulting from customer pressure on prices. This trend is expected to continue through the 1996 fiscal year. Gross profit in this year's second quarter was $1,814,657, 7% above last year's second quarter of $1,695,770, principally because of the higher volume. However, lower margins on new products reduced overall profit margins and are expected to continue to do so in the future. While not impactinghaving little net impact on gross profit, engineering resources were redirected in the FY 1996 firstsecond quarter more towardtowards applications engineering, i.e., the customizationcustom-ization of new auto products, with less emphasis on tooling and product qualification activities. One significant new product is the air conditioning outlets for an automotive customer, for which prototypes are scheduled for delivery in the fall. Selling, general and administrative expenses were 69% higher due to increases in sales commissions and personnel costs andcosts. The sales commissions.commissions include an additional charge of $420,000 related to the planned termination of the Company's sales agreement with one of its manufacturers' representatives. Research and development costs rose 41%140% as greater efforts were applied to the development of new products for both for the auto industryautomotive and for nonautomotive applications. Operating income decreased 16%67% or $115,914$571,799 to $609,091$282,720 in this year's firstsecond quarter versus $725,005$854,519 in last year's comparable period. Provision for income taxes, both federal and state, has beenwas determined based upon an estimate of the total fiscal year's pretax income. The effective tax rates for both years' firstsecond quarters were essentially the same. (7)7 Six Months Ended April 27, 1996, Compared with Six Months Ended April 29, 1995 For the first six months of the 1996 fiscal year ended April 27, 1996, sales rose but net income declined primarily due to an additional charge related to the termination of the Company's sales agreement, product profit margin pressures, and increases in expenses for research and development. Net sales gained 7% to $9,237,357 for the first six months of the 1996 fiscal year compared with $8,612,438 in the comparable period in 1995. Net income of $590,805 was 41% below the results of the prior fiscal year's first six months. Sales of light vehicle windshield washer and defroster nozzles of $8,812,042 increased 11.5% in the first six months compared with the same period in the prior fiscal year, principally because of increased shipments of newly designed products. Sales of prototype and production tooling of $425,315 in 1996 for future product manu-facturing declined 40% versus sales of $708,820 for the first six months of the 1995 fiscal year. This decline reflects the lower rate of culmination of new washer and defroster nozzle programs. Gross profit in the first six months of the 1996 fiscal year gained 4% to $3,302,597 from $3,163,056 in the similar 1995 period as a result of the larger sales volume. However, lower margins on new products reduced overall profit margins. During the first six months of this fiscal year, with little net impact on gross profit, engineering resources were redirected towards more applications engineering, i.e., the customization of new auto products, from tooling and product qualification activities. One significant new product is the air conditioning outlets for an automotive customer, for which prototypes are scheduled for delivery in the fall. Selling, general and administrative expenses were 43% higher in the first six months of fiscal year 1996 compared with the similar 1995 period because of increases in sales commissions and personnel costs. The sales commissions include an additional charge of $420,000 related to the planned termination of the Company's sales agreement with one of its manufacturers' representatives. Research and development costs rose 90% in the same period as greater efforts were applied to the development of new products for both automotive and nonautomotive applications. Operating income decreased 44% or $687,713 to $891,811 in this year's first six months versus $1,579,524 in last year's comparable period. Provision for income taxes, both federal and state, was determined based upon an estimate of the total year's pretax income. The effective tax rates for both years' six months were essentially the same. FINANCIAL CONDITION The Company's working capital at JanuaryApril 27, 1996, increased $195,018$487,245 from the previous year end at October 28, 1995. The current ratio increasedrose from 3.123.1 to 3.173.9 during the first quarter.six months. Accounts receivable increased as a result of the higher sales, and inventories decreased as a resultbecause of the sale of tooling from work in processwork-in-process inventory. Current liabilities would have been lowerdeclined with the paymentpaydown of accounts payable and year-end accruals but were somewhat higher due to the reclassification of long-term bank debt to current since the Board of Directors approved early payment of all of the outstanding bank debt.accruals. Cash provided by operations was $351,769 in$893,727 during the first quartersix months of FYthe 1996 fiscal year compared with cash used by operations$490,921 in last year's comparable quarter of $364,548.similar period. This year's higher cash flow from net income was lower but was used to a lowerlesser extent than last year due to the lower investment in accounts receivable and lower paydowns of accruedpay down income taxes and accounts payable.tax accruals. Capital expenditures were $172,368 during the$544,233 in this fiscal year's first quarter of FY 1996, $98,922six months, $302,923 greater than last year as more funds were spent on computer facilities and production equipment. 8 Cash used byfor financing activities was significantly lower duringthan last year as the early payment of all outstanding bank debt this year's first quarter since last year's payments includedyear was less than the early payment of certain notes.notes last year. The quasi-reorganization that was carried out at October 29, 1994, was implemented in order to eliminate the deficit in retained earnings. The deficit had occurred due to the settlement of a lawsuit in 1991 related to prior years' activities and operating losses related to discontinued products prior to 1980. With new products and profitable operations, management desired to reflect the current financial strength of the Company. The only impact on the financial statements was to record the elimination of the retained earnings deficit to date and the corresponding reduction in additional paid-in capital. Upon evaluation, the Company's assets and liabilities did not require readjustments. North American light vehicle production (excluding Mexican output) by the three major U.S. automotive companies, which generates most of the Company's sales, decreased 6%14% in the fourthfirst calendar quarter of 19951996 versus the same period in 1994.1995. Production for the firstsecond calendar quarter of 1996 is forecasted by Ward's Automotive Reports to decrease 7% belowincrease 6% over last year's first quarter, and for the second quarter is forecasted to be the same as the prior year's comparable period.quarter. The Company's management believes that the present and planned production capacity should be satisfactory to meet the anticipated demands referred to above, as well asadditional market penetration, and new product deliveries. Cash flow from operations isand available cash are expected to provide the cashfunds needed for future product development, capital expenditures, and working capital requirements and capital expenditures. (8)requirements. The Company currently has no debt. 9 BOWLES FLUIDICS CORPORATION PART II. OTHER INFORMATION FOR THE THREESIX MONTHS ENDED JANUARYAPRIL 27, 1996 Item 6. Exhibits and Reports on Form 8-K ExhibitExhibits Description (a) Exhibit 11 Computation of Earnings Per Common Share Exhibit 20 Report furnished to Security Holders (b) Reports on Form 8-K none (9)10 BOWLES FLUIDICS CORPORATION PART II. OTHER INFORMATION Item 6. (a) EXHIBIT 11 - CALCULATION OF EARNINGS PER SHARE A. PRIMARY EARNINGS PER COMMON SHARE AND COMMON EQUIVALENT SHARES For the three months ended January 27, January 28, 1996 1995 ----------- ----------- Calculation of Net Income Net income per books $ 392,969 $ 452,932 Less: Dividends on convertible preferred stock 18,662 18,662 ----------- ----------- Net income as adjusted $ 374,307 $ 434,270 ============
For the three months ended For the six months ended April 27, April 29, April 27, April 29, 1996 1995 1996 1995 ---------- ---------- ---------- ---------- Calculation of Net Income Net income per books $ 197,837 $ 547,399 $ 590,805 $ 1,000,332 Less: Dividends on convertible preferred stock 18,662 18,662 37,324 37,324 ----------- ----------- ----------- ----------- Net income as adjusted $ 179,175 $ 528,737 $ 553,481 $ 963,008 =========== =========== =========== =========== Calculation of Outstanding Shares Weighted average of common shares outstanding 12,610,011 12,590,011 12,610,011 12,590,011 Add: Assumed exercise of stock options 86,726 108,644 114,837 97,959 ----------- ----------- ----------- ----------- Number of common shares outstanding adjusted 12,696,737 12,698,655 12,724,848 12,687,970 =========== =========== =========== =========== Primary earnings per common share $ .01 $ .04 $ .04 $ .08 =========== =========== =========== =========== Calculation of Outstanding Shares Weighted average of common shares outstanding 12,610,011 12,590,011 Add: Assumed exercise of stock options 104,364 * Number of common shares outstanding adjusted 12,714,375 12,590,011 ============ ============ Primary earnings per common share $ .03 $ .03 ============ ============ * Under the treasury stock method, the assumed exercise of stock options would be anti-dilutive; accordingly, such amounts are excluded from the computation. (10)
11 BOWLES FLUIDICS CORPORATION PART II. OTHER INFORMATION Item 6. (a) EXHIBIT 11 - CALCULATION OF EARNINGS PER SHARE (continued) B. FULLY DILUTED EARNINGS PER SHARE For the three months ended January 27, January 28, 1996 1995 ----------- -------- Net Income per books $ 392,969 $ 452,932
For the three months ended For the six months ended April 27, April 29, April 27, April 29, 1996 1995 1996 1995 ---------- ---------- ---------- ---------- Net Income per books $ 197,837 $ 547,399 $ 590,805 $ 1,000,332 =========== =========== =========== =========== Weighted average of common shares outstanding 12,610,011 12,590,011 12,610,011 12,590,011 Add: Assumed conversion of preferred stock 3,732,320 3,732,320 3,732,320 3,732,320 Assumed exercise of stock options 87,556 130,667 114,837 130,667 ----------- ----------- ----------- ----------- Number of shares 16,429,887 16,452,998 16,457,168 16,452,998 =========== =========== =========== =========== Fully diluted earnings per share $ .01 $ .03 $ .04 $ .06 =========== =========== ============ Weighted average of common shares outstanding 12,610,011 12,590,011 Add: Assumed conversion of preferred stock 3,732,320 3,732,320 Assumed exercise of stock options 104,364 * Number of shares 16,446,695 16,322,331 =========== =========== Fully diluted earnings per share $ .02 .03 =========== =========== * Same as footnote (1) on prior page. (11) Exhibit 20 BOWLES FLUIDICS CORPORATION 6625 Dobbin Road, Columbia, Maryland 21045-4707 USA Phone: 410-381-0400 Fax: 410-381-2718 March
12 1996 TO THE STOCKHOLDERS: As the first quarter figures show, BFC's sales increased in spite of a decline in auto production. Net income, however, was adversely affected by increased customer pressures on pricing as well as the change in mix of products when compared to last year. The larger commitments in R & D expenses reflect our renewed emphasis on basic research to address our longer-term needs for new fluidic devices. Increased engineering application efforts were aimed at improving manufacturing processes and developing new products. The most significant event during the first quarter is the receipt of a letter of intent in response to our recent proposal for air conditioning outlets for an automotive customer. A dedicated core team has been formed to achieve a production-ready stage as quickly and economically as possible. We hope that this new entry product will pave the way to other opportunities. Although North American auto production is predicted to be less than last year, we believe we can continue to support these efforts to assure our future based on our sales remaining above the industry trend. Sincerely, Ronald Stouffer President RS:lto Enclosure (12) Exhibit 20 BOWLES FLUIDICS CORPORATION - ------------------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended January 27,1996 January 28,1995 Net Sales $ 4,550,061 $ 4,193,318 Cost of Sales 3,062,121 2,726,033 Selling, General and Administrative Expenses 663,375 588,744 Research and Development Costs 215,474 153,536 Interest Expense and Other (Income) and Expense, Net (10,494) 1,193 ---------------- ------------ Income before Taxes $ 619,585 $ 723,812 Provision for Taxes 226,616 270,880 ---------------- ------------ Net Income $ 392,969 $ 452,932 ================ ============ Net Income per Share Primary $ 0.03 $ 0.03 Fully Diluted $ 0.02 $ 0.03 - ----------------------------------------------------------------------------- CONSOLIDATED BALANCE SHEETS Unaudited Audited January 27,1996 October 28,1995 Assets Cash and Cash Equivalents $ 771,590 $ 676,981 Investments 689,513 679,513 Accounts Receivable 2,939,089 2,761,394 Inventories 1,789,872 1,899,346 Other Current Assets 366,977 306,974 ------------ ------------ Total Current Assets 6,557,041 6,324,208 Property, Plant and Equipment, Net 2,835,845 2,821,804 Other Assets 134,510 146,434 ------------ ------------ Total Assets $ 9,527,396 $ 9,292,446 ============ ============ Liabilities and Stockholders' Equity Accounts Payable--Trade $ 909,061 $ 995,421 Accrued Expenses and Other Liabilities 617,735 852,121 Income Taxes Payable 278,335 111,441 Current Portion of Long-Term Debt 260,524 68,857 ------------ ------------ Total Current Liabilities 2,065,655 2,027,840 Long-Term Debt - 202,811 Other Liabilities and Deferred Income Taxes 457,542 431,904 ------------ ------------ Total Liabilities 2,523,197 2,662,555 ------------ ------------ 8% Convertible Preferred Stock 933,080 933,080 Common Stock 1,261,001 1,261,001 Additional Paid-in Capital 2,726,583 2,726,583 Retained Earnings 2,083,535 1,709,227 ------------- ------------ Stockholders' Equity 7,004,199 6,629,891 ------------- ------------ Total Liabilities and Stockholders' Equity $ 9,527,396 $ 9,292,446 ============== =========== (13) FORM 10-Q BOWLES FLUIDICS CORPORATION Pursuant to the requirements of the Securities Exchange act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BOWLES FLUIDICS CORPORATION Date By Ronald D. Stouffer President Date By David A. Quinn Vice President-Finance