-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TEue88BPsvjzts5/xdf7MgbYcJsmGiRjJI9fu775xVrIkyjmvYU1jLCl/9LXUsQL OTWbV3oTFP518Trzq/Mf0A== 0001171520-07-000272.txt : 20070622 0001171520-07-000272.hdr.sgml : 20070622 20070622155622 ACCESSION NUMBER: 0001171520-07-000272 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070531 FILED AS OF DATE: 20070622 DATE AS OF CHANGE: 20070622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SONO TEK CORP CENTRAL INDEX KEY: 0000806172 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 141568099 STATE OF INCORPORATION: NY FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-16035 FILM NUMBER: 07936534 BUSINESS ADDRESS: STREET 1: 2012 RT 9W BLDG 3 CITY: MILTON STATE: NY ZIP: 12547 BUSINESS PHONE: 8457952020 MAIL ADDRESS: STREET 1: 2012 RT. 9W, BLDG. 3, CITY: MILTON STATE: NY ZIP: 12547 10QSB 1 eps1522.txt SONO-TEK CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: May 31, 2007 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 small business issuer 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) Issuer's telephone no., including area code: (845) 795-2020 Indicate by check mark whether the small business issuer (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 small business issuer 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 June 15, 2007 ----- ------------- Common Stock, par value $.01 per share 14,360,541 SONO-TEK CORPORATION INDEX Part I - Financial Information Page Item 1 - Consolidated Financial Statements: 1 - 3 Consolidated Balance Sheets - May 31, 2007 (Unaudited) and February 28, 2007 1 Consolidated Statements of Income - Three Months Ended May 31, 2007 and 2006 (Unaudited) 2 Consolidated Statements of Cash Flows - Three Months Ended May 31, 2007 and 2006 (Unaudited) 3 Notes to Consolidated Financial Statements 4 - 6 Item 2 - Management's Discussion and Analysis or Plan of Operations 7 - 10 Item 3 - Controls and Procedures 11 Part II - Other Information 12 Signatures and Certifications 13 - 19 SONO-TEK CORPORATION CONSOLIDATED BALANCE SHEETS
May 31, February 28, 2007 2007 ----------- ----------- Unaudited ASSETS Current Assets Cash and cash equivalents .................................... $ 2,301,508 $ 2,268,976 Accounts receivable (less allowance of $18,500 and $18,500 at May 31 and February 28, respectively) ......... 687,194 946,833 Inventories .................................................. 1,553,021 1,406,231 Prepaid expenses and other current assets .................... 102,659 69,107 Deferred tax asset ........................................... 270,000 270,000 ----------- ----------- Total current assets ................................ 4,914,382 4,961,147 ----------- ----------- Equipment, furnishings and leasehold improvements (less accumulated depreciation of $928,197 and $896,773 at May 31 and February 28, respectively) ........... 298,723 301,360 Intangible assets, net .......................................... 29,709 30,744 Other assets .................................................... 7,171 7,171 Deferred tax asset .............................................. 446,239 411,239 ----------- ----------- TOTAL ASSETS .................................................... $ 5,696,224 $ 5,711,661 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable ............................................. $ 144,865 $ 209,202 Accrued expenses ............................................. 501,290 476,140 Current maturities of long term debt ......................... 27,870 27,373 Deferred Tax Liability ....................................... 16,239 16,239 ----------- ----------- Total current liabilities .................................... 690,264 728,954 Long term debt, less current maturities ......................... 44,308 51,506 Deferred Tax Liability .......................................... 80,000 80,000 ----------- ----------- Total liabilities ................................... 814,572 860,460 ----------- ----------- Commitments and Contingencies ................................... -- -- Stockholders' Equity Common stock, $.01 par value; 25,000,000 shares authorized, 14,360,541 shares issued and outstanding .................. 143,606 143,606 Additional paid-in capital ................................... 8,318,838 8,308,301 Accumulated deficit .......................................... (3,580,792) (3,600,706) ----------- ----------- Total stockholders' equity .......................... 4,881,652 4,851,201 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ...................... $ 5,696,224 $ 5,711,661 =========== ===========
See notes to consolidated financial statements. 1 SONO-TEK CORPORATION CONSOLIDATED STATEMENTS OF INCOME Unaudited Three Months Ended May 31, 2007 2006 ------------ ------------ Net Sales .................................... $ 1,232,643 $ 1,781,744 Cost of Goods Sold ........................... 629,133 953,123 ------------ ------------ Gross Profit ..................... 603,510 828,621 ------------ ------------ Operating Expenses Research and product development costs .. .... 227,035 179,510 Marketing and selling expenses ............... 234,044 320,488 General and administrative costs ............. 182,693 219,186 ------------ ------------ Total Operating Expenses ......... 643,772 719,184 ------------ ------------ Operating (Loss) Income ...................... (40,262) 109,437 ------------ ------------ Interest Expense ............................. (1,235) (1,294) Interest Income .............................. 24,767 13,857 Other Income ................................. 2,831 2,831 ------------ ------------ 26,363 15,394 ------------ ------------ (Loss) Income Before Income Taxes ............ (13,899) 124,831 Income Tax (Benefit) ......................... (33,813) -- ------------ ------------ Net Income ................................... $ 19,914 $ 124,831 ============ ============ Basic Earnings Per Share ..................... $ 0.00 $ 0.01 ============ ============ Diluted Earnings Per Share ................... $ 0.00 $ 0.01 ============ ============ Weighted Average Shares - Basic .............. 14,360,541 14,358,140 ============ ============ Weighted Average Shares - Diluted ............ 14,436,298 14,468,868 ============ ============ See notes to consolidated financial statements. 2 SONO-TEK CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS Unaudited
Three Months Ended May 31, 2007 2006 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income ........................................... $ 19,914 $ 124,831 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization ................... 32,459 18,838 Provision for doubtful accounts ................. -- 3,650 Stock based compensation expense ................ 10,538 23,879 Decrease (Increase) in: Accounts receivable ........................... 259,639 (99,906) Inventories ................................... (146,790) (164,574) Prepaid expenses and other current assets ..... (33,552) (7,340) Deferred tax asset ............................ (35,000) -- Increase (Decrease) in: Accounts payable and accrued expenses ......... (39,187) 151,370 ----------- ----------- Net Cash Provided By Operating Activities ......... 68,021 50,748 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of equipment and furnishings ................. (28,788) (18,721) ----------- ----------- Net Cash Used In Investing Activities ............. (28,788) (18,721) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options and warrants .. -- 2,548 Repayments of notes payable ........................... (6,701) (6,367) ----------- ----------- Net Cash Used In Financing Activities ............. (6,701) (3,819) ----------- ----------- NET INCREASE IN CASH AND CASH EQUIVALENTS ............... 32,532 28,208 CASH AND CASH EQUIVALENTS Beginning of year ..................................... 2,268,976 1,740,804 ----------- ----------- End of period ......................................... $ 2,301,508 $ 1,769,012 =========== =========== SUPPLEMENTAL DISCLOSURE: Interest paid ......................................... $ 1,294 $ 1,294 =========== =========== Income taxes paid .................................... $ 1,187 $ -- =========== ===========
See notes to consolidated financial statements. 3 SONO-TEK CORPORATION Notes to Consolidated Financial Statements Three Months Ended May 31, 2007 and 2006 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., a New Jersey Corporation ("SCS") which the Company acquired on August 3, 1999, whose operations have been discontinued. There have been no operations of this subsidiary since Fiscal Year Ended February 28, 2002. All significant intercompany accounts and transactions are eliminated in consolidation. Cash and Cash Equivalents - Cash and cash equivalents consist of money market mutual funds, short term commercial paper and short term certificates of deposit with original maturities of 90 days or less. Fair Value of Financial Instruments - The carrying amounts reported in the balance sheet for cash, receivables, accounts payable and accrued expenses approximate fair value based on the short-term maturity of these instruments. 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 28, 2007, and included in its report on Form 10-KSB. 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 preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The results for such interim periods are not necessarily indicative of the results to be expected for the year. Intangible Assets - Include cost of patent applications that are deferred and charged to operations over seventeen years for domestic patents and twelve years for foreign patents. The accumulated amortization is $55,384 and $54,350 at May 31, 2007 and February 28, 2007, respectively. Annual amortization expense of such intangible assets is expected to be $4,272 per year for the next five years. 4 NOTE 2: INVENTORIES Inventories at May 31, 2007 are comprised of: Finished goods $ 435,728 Work in process 565,110 Consignment 9,770 Raw materials and subassemblies 746,611 ---------- Total 1,757,219 Less: Allowance (204,198) ---------- Net inventories $1,553,021 ========== NOTE 3: STOCK OPTIONS AND WARRANTS Stock Options - Under the 2003 Stock Incentive Plan, as amended ("2003 Plan"), options can be granted to officers, directors, consultants and employees of the Company and its subsidiaries to purchase up to 1,500,000 of the Company's common shares. The 2003 Plan supplemented and replaced the 1993 Stock Incentive Plan (the "1993 Plan"), under which no further options may be granted. Options granted under the 1993 Plan expire on various dates through 2013. As of May 31, 2007 there were 119,000 options outstanding under the 1993 Plan and 862,875 options outstanding under the 2003 plan. Under both the 1993 and 2003 Stock Incentive Plans, option prices must be at least 100% of the fair market value of the common stock at time of grant. For qualified employees, except under certain circumstances specified in the plans or unless otherwise specified at the discretion of the Board of Directors, no option may be exercised prior to one year after date of grant, with the balance becoming exercisable in cumulative installments over a three year period during the term of the option, and terminating at a stipulated period of time after an employee's termination of employment. NOTE 4: STOCK BASED COMPENSATION On March 1, 2006, the Company adopted SFAS No. 123R, "Share Based Payments." SFAS No. 123R requires companies to expense the value of employee stock options and similar awards for periods beginning after December 15, 2005, and applies to all outstanding and vested stock-based awards at a company's adoption date. During the transition period of the Company's adoption of SFAS 123R, the weighted-average fair value of options has been estimated on the date of grant using the Black-Scholes options-pricing model. The weighted-average Black-Scholes assumptions are as follows: 2007 2006 --------------------------------- Expected life 4 years 4 years Risk free interest rate 4.35% - 5.07% 4% - 4.25% Expected volatility 39% - 78% 40% Expected dividend yield 0% 0% 5 In computing the impact, the fair value of each option is estimated on the date of grant based on the Black-Scholes options-pricing model utilizing certain assumptions for a risk free interest rate; volatility; and expected remaining lives of the awards. The assumptions used in calculating the fair value of share-based payment awards represent management's best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, the Company's stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating the Company's forfeiture rate, the Company analyzed its historical forfeiture rate, the remaining lives of unvested options, and the amount of vested options as a percentage of total options outstanding. If the Company's actual forfeiture rate is materially different from its estimate, or if the Company reevaluates the forfeiture rate in the future, the stock-based compensation expense could be significantly different from what the Company has recorded in the current period. For the quarters ended May 31, 2007 and 2006, net income and earnings per share reflect the actual deduction for stock-based compensation expense. The impact of applying SFAS 123R approximated $10,538 and $23,879 in additional compensation expense during the quarters ended May 31, 2007 and 2006, respectively. Such amount is included in general and administrative expenses on the statement of operations. The expense for stock-based compensation is a non-cash expense item. NOTE 5: EARNINGS PER SHARE The denominator for the calculation of diluted earnings per share at May 31, 2007 and 2006 are calculated as follows: May 31, 2007 May 31, 2006 ------------ ------------ Denominator for basic earnings per share 14,360,541 14,358,140 Dilutive effect of stock options 75,757 110,728 ---------- ---------- Denominator for diluted earnings per share 14,436,298 14,468,868 ========== ========== NOTE 6: OTHER INCOME As previously reported on Form 8-K, filed on July 5, 2005, the Company determined that a former employee had misappropriated approximately $250,000 of the Company's monies, primarily through unauthorized check writing from the Company's accounts over a period of three calendar years. The Company had previously expensed substantially all of the misappropriated funds over the years. The Company has recovered approximately 69% of these funds to date. The Company is pursuing appropriate remedies to recover the balance of the funds. As previously discussed, the Company can offer no assurances that it will be successful in its attempts to collect the balance of the remaining restitution. 6 SONO-TEK CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS Forward-Looking Statements We discuss expectations regarding our future performance, such as our business outlook, in our annual and quarterly reports, press releases, and other written and oral statements. These "forward-looking statements" are based on currently available competitive, financial and economic data and our operating plans. They are inherently uncertain, and investors must recognize that events could turn out to be significantly different from our expectations. The following risks are by no means all inclusive but are designed to highlight what we believe are important factors to consider when evaluating our trends and future results. - Our ability to respond to competition in national and global markets. - General economic conditions in our markets. We undertake no obligation to update any forward-looking statement. Overview Sono-Tek has developed a unique and proprietary series of ultrasonic atomization nozzles, which are being used in an increasing variety of electronic, medical, industrial, and nanotechnology applications. These nozzles are electrically driven and create a fine, uniform, low velocity spray of atomized liquid particles, in contrast to common pressure nozzles. These characteristics create a series of commercial applications that benefit from the precise, uniform, thin coatings that can be achieved. When combined with significant reductions in liquid waste and less overspray than can be achieved with ordinary pressure nozzle systems, there is lower environmental impact. We have a well established position in the electronics industry with our SonoFlux spray fluxing equipment. It saves customers from 40% to 80% of the liquid flux required to solder printed circuit boards over more labor intensive methods, such as foam fluxing. Less flux equates to lower material cost, fewer chemicals in the workplace, and less clean-up. Also, the SonoFlux equipment reduces the number of soldering defects, which reduces the level of rework. In the past three years, we have focused engineering resources on the medical device market, with emphasis on providing coating solutions for the new generation of drug coated stents. We have sold a significant number of specialized ultrasonic nozzles and MediCoat stent coating systems to large medical device customers. Sono-Tek's stent coating systems are superior compared to pressure nozzles in their ability to uniformly coat the very small arterial stents without creating webs or gaps in the coatings. We also sell a bench-top, fully outfitted stent coating system to a wide range of customers that are manufacturing stents and/or applying coatings to be used in developmental trials. 7 We have also committed engineering resources to the development of the WideTrack coating system, a broad based platform for applying a variety of coatings to moving webs of glass, textiles, plastic, metal, food products and packaging materials. The WideTrack is a long term product and market development effort. Thus far, we have made successful inroads with WideTrack systems into the glass, medical textile (bandages) and solar and fuel cell industries. We plan to increase our marketing efforts into the broader textile and food industry markets. This will require a continuation of market and technology development in these areas in the years ahead. Some of these WideTrack applications involve nano-technology based liquids. We believe there is an excellent fit between the thin, precise films required in nano-technology coating applications and our ultrasonic nozzle systems. We are continuing to see a decline in our US based electronics business. It is approximately 50% below previous levels, as a result of the trend toward production moving offshore, coupled with a slower economy, due to reduced housing starts and reduced competitiveness of our US based automotive customers. In conclusion, our quarterly revenues and net income have been affected by the decline in the electronics market. We are continuing our work on expanding our geographical markets and the creation of technical innovations for our products. Liquidity and Capital Resources Working Capital - Our working capital decreased $8,000 from a working capital of $4,232,000 at February 28, 2007 to $4,224,000 at May 31, 2007. The Company's current ratio is 7.12 to 1 at May 31, 2007 as compared to 6.8 to 1 at February 28, 2007. Stockholders' Equity - Stockholder's Equity increased $31,000 from $4,851,000 at February 28, 2007 to $4,882,000 at May 31, 2007. The increase is the result of net income of $20,000 and an adjustment for stock based compensation expense of $11,000. Operating Activities - Our operations provided $68,000 of cash for the three months ended May 31, 2007, an increase of $17,000 when compared to the three months ended May 31, 2006. Investing Activities - We used $29,000 for the purchase of capital equipment during the three months ended May 31, 2007 compared to the use of $19,000 during the three months ended May 31, 2006. Financing Activities - For the three months ended May 31, 2007, we used $7,000 in financing activities resulting from the repayment of our notes payable. For the three months ended May 31, 2006, we used $4,000 in financing activities resulting from the repayment of notes payable of $7,000 and the proceeds of stock option exercises of $3,000. 8 Results of Operations For the three months ended May 31, 2007, our sales decreased $549,000 or 31% to $1,233,000 as compared to $1,782,000 for the three months ended May 31, 2006. During the quarter ended May 31, 2007, sales of both fluxer units and nozzles decreased when compared to the quarter ended May 31, 2006. The decrease in sales of these units was partially offset by an increase in sales of our stent coating systems and WideTrack units. Our gross profit decreased $225,000 to $604,000 for the three months ended May 31, 2007 from $829,000 for the three months ended May 31, 2006. The decrease in gross profit is due to a decrease in sales. The gross profit margin was 49% of sales for the three months ended May 31, 2007 as compared to 46.5% of sales for the three months ended May 31, 2006. The improvement in the gross profit margin is due to the mix of products sold and a decrease in manufacturing costs. Research and product development costs increased $47,000 to $227,000 for the three months ended May 31, 2007 from $180,000 for the three months ended May 31, 2006. The increase was principally due to an increase in engineering personnel and increased purchases of research and development materials in the current period. Marketing and selling costs decreased $86,000 to $234,000 for the three months ended May 31, 2007 from $320,000 for the three months ended May 31, 2006. The decrease was due to decreased commissions and travel expenses. General and administrative costs decreased $36,000 to $183,000 for the three months ended May 31, 2007 from $219,000 for the three months ended May 31, 2006. The decrease was due to reduced insurance expense, employee bonuses and a reduction in stock based compensation expense. Critical Accounting Policies The discussion and analysis of the Company's financial condition and results of operations are based upon the consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses, and related disclosure on contingent assets and liabilities at the date of the financial statements. Actual results may differ from these estimates under different assumptions and conditions. Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and may potentially result in materially different results under different assumptions and conditions. The Company believes that critical accounting policies are limited to the one described below. For a detailed discussion on the application of this and other accounting policies see Note 2 to the Company's consolidated financial statements included in Form 10-KSB for the year ended February 28, 2007. 9 Accounting for Income Taxes As part of the process of preparing the Company's consolidated financial statements, the Company is required to estimate its income taxes. Management judgment is required in determining the provision on its deferred tax asset. The Company reduced the valuation reserve for the deferred tax asset resulting from the net operating losses carried forward due to the Company having demonstrated consistent profitable operations. In the event that actual results differ from these estimates, the Company may need to again adjust such valuation reserve. Stock-Based Compensation Prior to fiscal year 2007, the Company accounted for employee stock options under the fair value provisions of SFAS No. 123. On March 1, 2006, the Company adopted SFAS No. 123R, "Share Based Payments." SFAS No. 123R requires companies to expense the value of employee stock options and similar awards for periods beginning after December 15, 2005, and applies to all outstanding and vested stock-based awards at a company's adoption date. Results from prior periods have not been restated in the Company's historical financial statements. Impact of New Accounting Pronouncements None. 10 SONO-TEK CORPORATION CONTROLS AND PROCEDURES The Company has established and maintains "disclosure controls and procedures" (as those terms are defined in Rules 13a -15(e) and 15d-15(e) under the Securities and Exchange Act of 1934 (the "Exchange Act'). Christopher L. Coccio, Chief Executive Officer and President (principal executive) and Stephen J. Bagley, Chief Financial Officer (principal accounting officer) of the Company, have evaluated the Company's disclosure controls and procedures as of May 31, 2007. Based on this evaluation, they have concluded that the Company's disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (2) accumulated and communicated to Management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding timely disclosure. In addition, there were no changes in the Company's internal controls over financial reporting during the first fiscal quarter of 2008 that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting. 11 PART II - OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Unregistered Sales of Equity 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 (a) Exhibits 31.1 - 31.2 - Rule 13a - 14(a)/15d - 14(a) Certification 32.1 - 32.2 - Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. 12 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: June 22, 2007 SONO-TEK CORPORATION (Registrant) /s/ Christopher L. Coccio By: ____________________________________ Christopher L. Coccio Chief Executive Officer and President /s/ Stephen J. Bagley By: ____________________________________ Stephen J. Bagley Chief Financial Officer 13 EX-31.1 2 ex31-1.txt Exhibit 31.1 RULE 13a-14/15d - 14(a) CERTIFICATION I, Christopher L. Coccio, Chief Executive Officer and President, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Sono-Tek Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for the periods presented in this quarterly report; 4. Sono-Tek Corporation's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d - 15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the small business issuer and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 14 5. Sono-Tek Corporation's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors: a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal controls over financial reporting. Date: June 22, 2007 /s/ Christopher L. Coccio - ------------------------- Christopher L. Coccio Chief Executive Officer and President 15 EX-31.2 3 ex31-2.txt Exhibit 31.2 RULE 13a-14/15d - 14(a) CERTIFICATION I, Stephen J. Bagley, Chief Financial Officer, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Sono-Tek Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for the periods presented in this quarterly report; 4. Sono-Tek Corporation's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d - 15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the small business issuer and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 16 5. Sono-Tek Corporation's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors: a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal controls over financial reporting. Date: June 22, 2007 /s/ Stephen J. Bagley - --------------------- Stephen J. Bagley Chief Financial Officer 17 EX-32.1 4 ex32-1.txt Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Sono-Tek Corporation (the "Company") on Form 10QSB for the period ended May 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"). I, Christopher L. Coccio, Chief Executive Officer and President of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) and 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Date: June 22, 2007 /s/ Christopher L. Coccio - ------------------------- Christopher L. Coccio Chief Executive Officer and President EX-32.2 5 ex32-2.txt Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Sono-Tek Corporation (the "Company") on Form 10QSB for the period ended May 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"). I, Stephen J. Bagley, Chief Financial Officer, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) and 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Date: June 22, 2007 /s/ Stephen J. Bagley - --------------------- Stephen J. Bagley Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----