0000950169-95-000099.txt : 19950914 0000950169-95-000099.hdr.sgml : 19950914 ACCESSION NUMBER: 0000950169-95-000099 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950729 FILED AS OF DATE: 19950912 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOWLES FLUIDICS CORP CENTRAL INDEX KEY: 0000013585 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 520741762 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 002-37706 FILM NUMBER: 95573010 BUSINESS ADDRESS: STREET 1: 6625 DOBBIN RD CITY: COLUMBIA STATE: MD ZIP: 21045-4707 BUSINESS PHONE: 4103810400 MAIL ADDRESS: STREET 1: 6625 DOBBIN ROAD CITY: COLUMBIA STATE: MD ZIP: 21045-4707 FORMER COMPANY: FORMER CONFORMED NAME: BOWLES ENGINEERING CORP DATE OF NAME CHANGE: 19700629 10-Q 1 BOWLES FLUIDICS CORPORATION 10-Q 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 July 29, 1995 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 21045-4707 (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 July 29, 1995. Class Outstanding at July 29, 1995 Common Stock, $.10 12,590,011 shares INDEX BOWLES FLUIDICS CORPORATION FOR THE THREE AND NINE MONTHS ENDED JULY 29, 1995 Page Number PART I. Financial Information Item I. Consolidated Financial Statements Consolidated Statements of Income For the three and nine months ended July 29, 1995 and July 30, 1994.................. 3 Consolidated Balance Sheets July 29, 1995 and October 29, 1994 ................. 4 Consolidated Statements of Cash Flows For the nine months ended July 29, 1995 and July 30, 1994.................. 6 Notes to the Consolidated Financial Statements ..... 7 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition........................... 8 PART II. Other Information Item 6. Exhibits and Reports on Form 8-K ............... 11 Exhibit 11.................................... 12 Exhibit 20.................................... 14 Form 8-K/A.................................... 17 (2) BOWLES FLUIDICS CORPORATION CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
For the three months ended For the nine months ended July 29, July 30, July 29, July 30, 1995 1994 1995 1994 Net sales $3,757,758 $3,683,521 $12,370,195 $11,129,496 Cost of sales 2,548,980 2,384,736 7,998,362 6,776,186 Gross profit 1,208,778 1,298,785 4,371,833 4,353,310 Selling, general and administrative expenses 576,291 578,738 1,854,611 1,830,931 Research and development costs 156,859 191,397 462,071 615,738 Operating income 475,628 528,650 2,055,151 1,906,641 Interest expense 7,012 18,801 32,235 70,547 Other (income) (25,063) (4,096) (70,842) (8,975) Income before taxes 493,679 513,945 2,093,758 1,845,069 Provision for income taxes 182,371 137,377 782,120 488,637 Net income 311,308 376,568 1,311,638 1,356,432 Preferred stock dividends accrued 18,662 18,662 55,986 $ 55,986 Income applicable to common shareholders $ 292,646 $ 357,906 $ 1,255,652 1,300,446 Primary earnings per share $ .02 $ .03 $ .10 $ .10 Fully diluted earnings per share $ .02 $ .02 $ .08 $ .08
The accompanying notes are an integral part of these financial statements. (3) BOWLES FLUIDICS CORPORATION CONSOLIDATED BALANCE SHEETS
(Unaudited) (Audited) July 29, October 29, 1995 1994 Assets Current Assets Cash and cash equivalents $ 1,182,035 $ 1,557,230 Investments 770,932 484,807 Accounts receivable 1,750,579 1,916,885 Inventories 1,753,626 1,696,500 Prepaid expenses 83,214 22,514 Deferred income taxes 137,000 137,000 Total current assets 5,677,386 5,814,936 Property and equipment Production machinery and equipment 4,023,070 3,609,068 Office furniture and fixtures 1,267,071 1,148,911 Laboratory and machine shop equipment 1,100,798 1,137,859 Leasehold improvements 539,392 530,475 Total property and equipment 6,930,331 6,426,313 Less accumulated depreciation and amortization (4,350,380) (3,926,055) Net property and equipment 2,579,951 2,500,258 Other assets Patents, net of amortization to date of $386,065 and $349,232, respectively 123,520 135,770 Deposits 26,838 27,263 Total other assets 150,358 163,033 Total assets $ 8,407,695 $ 8,478,227
The accompanying notes are an integral part of these financial statements. (4) BOWLES FLUIDICS CORPORATION CONSOLIDATED BALANCE SHEETS (continued)
(Unaudited) (Audited) July 29, October 29, 1995 1994 Liabilities and Stockholders' Equity Current liabilities Accounts payable - trade $ 698,181 $ 1,066,077 Accrued payroll and related expenses 697,572 720,159 Income taxes payable 93,159 543,156 Current portion of long-term debt 67,373 283,939 Accrued preferred stock dividends 55,986 74,646 Total current liabilities 1,612,271 2,687,977 Long-term debt 220,710 512,831 Other liabilities 261,399 219,755 Deferred income taxes 150,000 150,000 Total liabilities 2,244,380 3,570,563 Commitments and contingencies Stockholders' Equity 8% convertible preferred stock - authorized 3,000,000 shares, par value $1.00 per share; issued and outstanding 933,080 shares. 933,080 933,080 Common stock - authorized 17,000,000 shares - par value $.10 per share; issued and out- standing 12,590,011 shares. 1,259,001 1,259,001 Additional paid-in capital 2,715,582 2,715,583 Retained earnings (Note 3) 1,255,652 - Total stockholders' equity 6,163,315 4,907,664 Total liabilities and stockholders' equity $ 8,407,695 $ 8,478,227
The accompanying notes are an integral part of these financial statements. (5) BOWLES FLUIDICS CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
For the nine months ended July 29, July 30, 1995 1994 Operating Activities: Net Income $ 1,311,638 $1,356,432 Adjustments to reconcile net income provided by operating activities: Depreciation and amortization 495,049 461,693 Gain on disposal of assets (2,715) (3,112) Accretion of interest on investments (11,438) - 1,792,534 1,815,013 Change in operating accounts: Accounts receivable 166,306 (51,335) Inventories (57,126) (217,575) Prepaid expenses (60,276) (95,071) Accounts payable (367,896) (39,512) Accrued expenses (22,587) 39,443 Income taxes payable (449,997) 319,956 Other liabilities 41,644 (23,821) Change in operating accounts (749,932) (67,915) Cash provided by operating activities 1,042,602 1,747,098 Investing activities: Capital expenditures (566,219) (846,406) Patents & trademarks (24,583) - Proceeds from sale of equipment 31,025 10,315 Purchases of investments (759,494) (192,361) Proceeds from sale of investments 484,807 - Net cash used in investing activities (834,464) (1,028,452) Financing activities: Principal payment of debt (508,687) (588,613) Proceeds from issuance of debt - 365,000 Preferred stock dividend (74,646) (74,648) Proceeds from issuance of common stock - 8,700 Net cash used by financing activities (583,333) (289,561) Increase(decrease) in cash and cash equivalents (375,195) 429,085 Cash and cash equivalents - beginning of period 1,557,230 652,241 Cash and cash equivalents - end of period $ 1,182,035 $1,081,326
The accompanying notes are an integral part of these financial statements. (6) 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 July 29, 1995 and October 29, 1994, and the results of operations and cash flows for the three and nine months ended July 29, 1995, and July 30, 1994. 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. Certain amounts in the 1994 financial statements have been reclassified to conform to the 1995 financial statement presentation. The Company recently formed a wholly owned subsidiary, Fluid Effects Corporation, in the state of Delaware to which the Company has transferred its U.S. and Canadian patents and patent applications together with operating capital. NOTE 2 - Inventories Inventories include the following:
July 29, July 30, October 29, 1995 1994 1994 Raw material $ 719,888 $ 518,971 $ 506,573 Work and tooling in process 380,161 500,931 515,590 Finished goods 653,577 528,764 674,337 Total $1,753,626 $1,548,666 $ 1,696,500
NOTE 3 - Quasi-reorganization Effective October 29, 1994, the Board of Directors approved a quasi-reorganization which had the impact of eliminating the retained earnings deficit as an adjustment to the additional paid-in capital. (7) 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 29, 1994. RESULTS OF OPERATIONS THIRD QUARTER FY 1995 COMPARED WITH THIRD QUARTER FY 1994 The Company's net sales were only 2% above last year's third quarter at $3,757,758, but product sales were 20% higher principally due to the addition of windshield washer and defroster nozzles for new car models. Net income, however, due to greater costs of operations and income taxes, declined 17% to $311,308 from the prior year's third quarter. Shipments of light vehicle products of $3,609,704 rose 20% in the third quarter above last year's similar period shipments of $3,013,385, half attributable to new defroster nozzles and half due to newly designed windshield washer nozzles. Sales of prototype and production tooling of $148,054 were, however, significantly less than the third quarter sales in FY 1994 of $670,136 as a result of the ebb in the timing for completion of tooling programs for new nozzles. Gross profit in the fiscal year's third quarter was $1,208,778, reflecting a 7% decline from last year's comparable period results of $1,298,785. The gain in product sales contributed to potentially higher gross profit, but generally higher manufacturing costs related to the greater complexity of our products and additional quality demands by our customers more than offset the gain from higher sales. Moreover, higher engineering expenses were incurred in customizing new auto products, and losses were recorded related to production tooling provided for our customers. Research and development costs declined 18% due to diversion of effort to customizing new versions of the current product line during the current period from new product development in the prior year. However, the Company anticipates R&D costs will increase in the future as more attention is placed on new product lines. As a result of the above, operating income was $475,628 for this fiscal year's third quarter, 10% lower than the FY 1994 third quarter income of $528,650. Interest expense was lower in this fiscal year's third quarter as a result of lower debt levels. Other income was higher due to gains in interest income from larger investments of available cash and higher interest rates. Provision for income taxes, both federal and state, has been determined based upon an estimate of the total fiscal year's pretax income. Last year's provision for the third quarter was lower because of the anticipated use of the research and development and investment tax credit carryforwards which were fully utilized during FY 1994. Net income of $311,308 for the third quarter of FY 1995 decreased 17% from the last fiscal year's comparable period due to both lower operating income and the higher provision for income taxes. (8) NINE MONTHS ENDED JULY 29, 1995, COMPARED WITH NINE MONTHS ENDED JULY 30, 1994 For the first nine months of the 1995 fiscal year, due to the higher volume of continuing products in the earlier part of the year and the introduction of new automotive nozzle products throughout the nine months, the Company was able to achieve higher sales. However, as a result of additional engineering and manufacturing expenses and the lack of last year's revenue from a special engineering contract, operating income did not grow at the same rate and, with a higher provision for income taxes, net income fell behind last year. Net sales increased 11% to $12,370,195 for the first nine months of the 1995 fiscal year compared with $11,129,496 in the comparable period in 1994. Net income of $1,311,638 was 3% below the prior year's nine months results. Automotive product sales of $11,513,322 rose 18% in the first nine months compared with the same period in the prior fiscal year, as a result of larger shipments of continuing products consistent with automotive production in North America early in the fiscal year, as well as the introduction of newly customized windshield washer and defroster nozzles. Sales of prototype and production tooling of $856,874 for the first nine months of the 1995 fiscal year declined 39% or $545,804. Excluding last year's $250,000 of revenue from a specific application engineering customer contract, tooling sales declined $295,804, reflecting the culmination of a lower number of programs for new windshield washer and defroster nozzle tooling. Gross profit in the first nine months of the 1995 fiscal year was essentially equal to last year's comparable period's results. The gain from the higher automotive product sales was offset by several factors, including the lack of last year's $250,000 of special contract revenue, costs of which were incurred in prior years; higher engineering expenses related to customizing new auto products; and losses associated with production tooling provided for our customers. Research and development costs declined 25% from the prior year's spending due to diversion of effort to customizing new versions of the current auto product line during the current period from new product development in the prior year. However, the Company anticipates R&D costs will rise in the future as more attention is placed on new product lines. As a result, operating income increased 8% or $148,510 to $2,055,151 in this year's first nine months versus $1,906,641 in last year's comparable period. Interest expense was lower as a result of lower debt levels and interest rates during this year's first nine-month period. Other income was higher due to increased interest income from the investment of available cash and higher interest rates. Provision for income taxes, both federal and state, has been determined based upon an estimate of the total fiscal year's pretax income. Last year's provision for the first nine months was lower because of the anticipated use of the research and development and investment tax credit carryforwards which were fully utilized during fiscal year 1994. Net income of $1,311,638 decreased 2% from last year's first nine months results due to the larger provision for income taxes this year even though income before taxes increased $248,689 or 13%. (9) FINANCIAL CONDITION The Company's working capital at July 29, 1995, increased $938,156 from the previous year-end at October 29, 1994. The current ratio advanced from 2.16 to 3.52 during this nine-month period. Accounts receivable declined 9% due to lower sales during the past two months versus the last two months of the prior fiscal year and more timely collections. Inventories increased 3.4% due to additions to resins and purchased parts on hand partially reduced by reductions in tooling in progress. Current liabilities also declined as a result of the payment of FY 1994 and the first three installments for FY 1995 income taxes, year-end bonuses and other expenses, and the remaining balance of certain notes payable. Cash provided by operating activities declined $704,496 to $1,042,602 for the first nine months of FY 1995 compared with cash provided by operating activities in last year's comparable period of $1,747,098. This year's cash flow year to date was affected by greater paydowns of income taxes and accounts payable than last year. Capital expenditures were $566,219 during the first nine months of FY 1995, $280,187 lower than last year as there were delays in ordering equipment of approximately $300,000. The Company expects the full year capital expenditures to approximate the prior year's level. Additionally, the Company added net investments of $274,687 to total $770,932 at July 29, 1995, all of which is invested in U.S. Treasury Bills. Financing activities included the payment of debt, primarily the early payment of certain notes due in January 1995 and 1996, and $74,646 of preferred stock dividends. North American light vehicle production (excluding Mexican output for local markets) by the three major U.S. automotive companies, which generates most of the Company's sales, decreased 0.5% and 5.2% in the first and second calendar quarters of 1995 from 1994, respectively. Production for the third calendar quarter of 1995 is forecasted by Ward's Automotive Reports to decline 3% below last year's third quarter, and the fourth quarter production is also expected to decline in the 4% to 5% range. The Company's management believes that the present production capacity should be satisfactory to meet the anticipated demands referred to above as well as new product deliveries. Cash flow from operations is expected to provide the cash needed for future working capital requirements and scheduled loan payments. (10) BOWLES FLUIDICS CORPORATION PART II. OTHER INFORMATION FOR THE THREE AND NINE MONTHS ENDED JULY 29, 1995 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Description Exhibit - 11 Computation of Earnings Per Common Share Exhibit - 20 Report furnished to Security Holders (b) Reports on Form 8-K/A (11) 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 For the nine months ended July 29, July 30, July 29, July 30, 1995 1994 1995 1994 Calculation of Net Income: Net income per books $ 311,308 $ 376,568 $ 1,311,638 $ 1,356,432 Less: Dividends on convertible preferred stock 18,662 18,662 55,986 55,986 Net income as adjusted $ 292,646 $ 357,906 $ 1,255,652 $ 1,300,446 Calculation of Outstanding Shares: Weighted average of common shares outstanding 12,590,011 12,590,011 12,590,011 12,548,811 Add: Effect of options exercised during the period -- -- -- 30,035 Assumed exercise of stock options 124,856 * 108,836 * Number of common shares outstanding adjusted 12,714,867 12,590,011 12,698,847 12,578,846 Primary earnings per common share $ .02 $ .03 $ .10 $ .10
(*) Under the treasury stock method, the assumed exercise of stock options would be anti-dilutive; accordingly, such amounts are excluded from the computation. (12) B. FULLY DILUTED EARNINGS PER SHARE:
For the three months ended For the nine months ended July 29, July 30, July 29, July 30, 1995 1994 1995 1994 Net income per books $ 311,308 $ 376,568 $ 1,311,638 $ 1,356,432 Weighted average of common shares outstanding 12,590,011 12,590,011 12,590,011 12,548,811 Add: Effect of options exercised during the period -- -- -- 30,035 Assumed conversion of preferred stock 3,732,320 3,732,320 3,732,320 3,732,320 Assumed exercise of stock options 128,276 * 128,276 * Number of common shares outstanding adjusted 16,450,607 16,322,331 16,450,607 16,311,166 Fully diluted earnings per common share and common stock equivalents $ .02 $ .02 $ .08 $ .08
(*) Same as footnote (*) on prior page. (13) Exhibit 20 BOWLES FLUIDICS CORPORATION 6625 Dobbin Road, Columbia, Maryland 21045-4707 USA Phone: 410-381-0400 Fax: 410-381-2718 June 14, 1995 TO THE STOCKHOLDERS: Our second quarter total sales and operating income have surpassed that of any previous quarter. The record sales were contributed to by the bringing on line of new window washer and defroster products. Net income fell short of a record due to a higher effective income tax rate this year. Net sales in the second quarter of FY 1995 rose 13% to $4,419,120. Operating income gained 5.5% to $854,519, but net income declined 11% to $547,399. Net sales for the first six months of FY 1995 reached $8,612,438, a 16% increase over the FY 1994 similar period. Net income was reported at $1,000,332, reflecting an increase of 2% over last year's first six months. Shipments in the first six months of FY 1995 were boosted by the introduction of new products and the strong North American automotive industry production occurring in the first quarter. Aside from last year's first quarter $250,000 of revenue from a specific application engineering customer contract, sales of prototype and production tooling reached higher levels in both the second quarter and the first six months due to the culmination of a number of new automotive washer and defroster nozzle programs. Operating income advanced 5.5% in the second quarter and 3.5% in the first six months of the 1995 fiscal year versus similar periods in the prior fiscal year. The second quarter and first six months results were favorably affected by the greater automotive product sales and lower research and development costs but also unfavorably influenced by higher engineering expenses related to customizing new auto product models and increasing customer service. The improvement in the first six months was also negatively affected by the lack of the prior year's $250,000 of special contract revenue, costs of which were incurred in prior years. Interest expense was reduced for the current year's first six months as a result of lower debt levels and interest rates. Other income was higher due to the investment of available cash. Provision for income taxes, both federal and state, has been determined based upon an estimate of the total fiscal year's pretax income. Last year's provision for the second quarter was lower because of the anticipated use of the research and development and investment tax credit carryforwards which were fully utilized during fiscal year 1994. Net income of $547,399 for the second quarter decreased 11% from last fiscal year's comparable period due to the increase in the effective income tax rate as discussed above. Net income for the first six months was $1,000,332, 2% over the last fiscal year's similar period due to higher income before taxes but was negatively affected by the greater effective income tax rate this year. The Company's working capital at April 29, 1995, increased $817,729 from the previous year-end at October 29, 1994. The current ratio advanced from 2.16 to 3.33 during this six-month period. Capital expenditures were $241,310 in the first six months of FY 1995, $309,832 lower than last year as there were delays in ordering equipment of approximately this amount. Financing activities include the payment of debt, primarily the early payment of certain notes due in January 1995 and 1996, and $74,646 of preferred stock dividends. North American light vehicle production (excluding Mexican output for local markets) by the three major U.S. automotive companies, which generates most of the Company's sales, decreased 0.5% in the first calendar quarter of 1995 from 1994. Production for the second calendar quarter of 1995 is forecasted by Ward's Automotive Reports to decline 4% below last year's second quarter. There are a number of uncertainties with regard to the forecast for the third calendar quarter of 1995. We continue to be concerned about the degree of the U.S. economy's "soft landing" and its impact on automotive industry sales. Condensed consolidated balance sheets and income statements are appended for your review. Thank you for your continued support. Sincerely, Ronald D. Stouffer President RDS:lto (14) BOWLES FLUIDICS CORPORATION CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Three Months Ended Nine Months Ended 7/29/95 7/30/94 7/29/95 7/30/94 Net Sales $3,757,758 $3,683,521 $12,370,195 $11,129,496 Cost of Sales 2,548,980 2,384,736 7,998,362 6,776,186 Gross Profit 1,208,778 1,298,785 4,371,833 4,353,310 Selling, General, and Administrative Expenses 576,291 578,738 1,854,611 1,830,931 Research and Development Costs 156,859 191,397 462,071 615,738 Interest Expense and Other (Income) and Expenses, Net (18,051) 14,705 (38,607) 61,572 Income before Taxes $ 493,679 $ 513,945 $ 2,093,758 $1,845,069 Provision for Taxes 182,371 137,377 782,120 488,637 Net Income $ 311,308 $ 376,568 $ 1,311,638 $1,356,432 Net Income per Share Primary $ .02 $ .03 $ .10 $ .10 Fully Diluted $ .02 $ .02 $ .08 $ .08
CONSOLIDATED BALANCE SHEETS
Unaudited Audited as of as of 7/29/95 10/29/94 Assets Cash and Cash Equivalents $1,182,035 $1,557,230 Investments 770,932 484,807 Accounts Receivable 1,750,579 1,916,885 Inventories 1,753,626 1,696,500 Prepaid Expense 83,214 22,514 Deferred Income Taxes 137,000 137,000 Total Current Assets 5,677,386 5,814,936 Property, Plant and Equipment, Net 2,579,951 2,500,258 Other Assets 150,358 163,033 Total Assets $8,407,695 $8,478,227 Liabilities and Stockholders' Equity Accounts Payable--Trade $ 698,181 $1,066,077 Accrued Expenses and Dividend 753,558 794,805 Income Taxes Payable 93,159 543,156 Current Portion of Long-Term Debt 67,373 283,939 Total Current Liabilities 1,612,271 2,687,977 Long-Term Debt 220,710 512,831 Other Liabilities and Deferred Income Taxes 411,399 369,755 Total Liabilities 2,244,380 3,570,563 8% Conv. Pfd. Stock (933,080 shares outstanding) 933,080 933,080 Common Stock (12,590,011 shares outstanding) 1,259,001 1,259,001 Additional Paid-in Capital 2,715,582 2,715,583 Retained Earnings 1,255,652 -- Stockholders' Equity 6,163,315 4,907,664 Total Liabilities and Stockholders' Equity $8,407,695 $8,478,227
(15) BOWLES FLUIDICS CORPORATION PART II. OTHER INFORMATION Item 6. (b) Reports on Form 8-K/A June 23, 1995 An Annual Meeting of Stockholders of Bowles Fluidics Corporation was held on March 16, 1995. 1. The following Board of Directors were elected: William Ewing, Jr. William Ewing, III Julian Lazrus Ronald D. Stouffer John E. Searle, Jr. David C. Dressler 2. Also at the meeting of Stockholders, Coopers & Lybrand L.L.P. was appointed as the Corporation's certified public accountants. 3. At a Directors' meeting immediately following the meeting of Stockholders, the following officers were elected: Chairman of the Board William Ewing, Jr. Vice Chairman of the Board Julian Lazrus President Ronald D. Stouffer Vice President, Administration and Secretary Eleanor M. Kupris Vice President, Engineering Richard W. Hess Vice President, Finance David A. Quinn Vice President, Marketing Eric W. Koehler Vice President, Quality Assurance Dharapuram N. Srinath Corporate Controller Arlene M. Hardy (16) 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 (17) EX-27 2 EXHIBIT 27
5 1 9-MOS OCT-28-1995 JUL-29-1995 1,182,035 770,932 1,750,579 0 1,753,626 5,677,386 6,930,331 4,350,380 8,407,695 1,612,271 0 1,259,001 0 933,080 3,971,234 8,407,695 12,370,195 12,370,195 7,998,362 10,315,044 (70,842) 0 32,235 2,093,758 782,120 1,311,638 0 0 0 1,311,638 .08 .06