UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM 10-Q

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

For the quarterly period ended:  MayAugust 31, 2010

OR

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

Commission File No.:  0-16035

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

New York14-1568099
(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 registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES |X|   NO |_|

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   |  | Yes   |  | No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer |_|     Accelerated Filer  |_|   Smaller reporting company  |X|
Non Accelerated Filer   |_|       (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YES |_|   NO |X|

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
ClassJune 30,September 20, 2010
Common Stock, par value $.01 per share14,437,511

 
 

 


SONO-TEK CORPORATION


INDEX


Part I - Financial InformationPage
  
Item 1 – Consolidated Financial Statements:1 - 3
  
Consolidated Balance Sheets – MayAugust 31, 2010 (Unaudited) and February 28, 20101
  
Consolidated Statements of Income – Six Months and Three Months Ended MayAugust 31, 2010 and 2009 (Unaudited)2
  
Consolidated Statements of Cash Flows – ThreeSix Months Ended MayAugust 31, 2010 and 2009 (Unaudited)3
  
Notes to Consolidated Financial Statements4 - 7
  
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations8 – 11
12
  
Item 3 – Quantitative and Qualitative Disclosures about Market Risk11
12
  
Item 4 – Controls and Procedures1112
  
  
Part II - Other Information12
13
  
Signatures and Certifications13 -1714 -19




 
 

 

SONO-TEK CORPORATION
CONSOLIDATED BALANCE SHEETS

ASSETS      
  May 31,    
  2010  February 28, 
Current Assets: Unaudited  2010 
Cash and cash equivalents $1,889,641  $1,787,516 
Accounts receivable (less allowance of $17,000 and $16,000 at May 31 and February 28, respectively)  800,763   974,429 
Inventories  1,860,782   1,757,153 
Prepaid expenses and other current assets  107,529   57,775 
Total current assets  4,658,715   4,576,873 
         
         
Equipment, furnishings and leasehold improvements (less accumulated depreciation of $1,619,697 and $1,551,532 at May 31 and February 28, respectively)  484,982   514,623 
Intangible assets, net  81,455   76,913 
Other assets  7,171   7,171 
         
TOTAL ASSETS $5,232,323  $5,175,580 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
         
Current Liabilities:        
Accounts payable $379,721  $595,174 
Accrued expenses  347,109   466,656 
Customer Deposits  361,210   73,954 
Line of Credit - Bank  350,000   350,000 
Current maturities of long term debt  12,528   15,727 
Total current liabilities  1,450,568   1,501,511 
         
Long term debt, less current maturities  2,074   3,622 
Total liabilities  1,452,642   1,505,133 
         
Commitments and Contingencies  -   - 
Stockholders’ Equity        
Common stock, $.01 par value; 25,000,000 shares authorized, 14,437,511 and 14,437,511 shares issued and outstanding, respectively at May 31 and February 28  144,376   144,376 
Additional paid-in capital  8,561,406   8,546,924 
Accumulated deficit  (4,926,101)  (5,020,853)
Total stockholders’ equity  3,779,681   3,670,447 
         
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $5,232,323  $5,175,580 

ASSETS      
  August 31,  February 28, 
  2010  2010 
Current Assets: Unaudited    
Cash and cash equivalents $1,803,484  $1,787,516 
Accounts receivable (less allowance of $20,000 and $16,000 at August 31 and February 28, respectively)  948,355   974,429 
Inventories  1,899,490   1,757,153 
Prepaid expenses and other current assets  118,542   57,775 
Total current assets  4,769,871   4,576,873 
         
         
Equipment, furnishings and leasehold improvements (less accumulated depreciation of $1,691,135 and $1,551,532 at August 31 and February 28, respectively)  434,826   514,623 
Intangible assets, net  80,185   76,913 
Other assets  7,171   7,171 
         
TOTAL ASSETS $5,292,053  $5,175,580 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
         
Current Liabilities:        
Accounts payable $360,801  $595,174 
Accrued expenses  285,288   466,656 
Customer Deposits  368,171   73,954 
Line of Credit - Bank  350,000   350,000 
Current maturities of long term debt  10,178   15,727 
Total current liabilities  1,374,438   1,501,511 
         
Long term debt, less current maturities  -   3,622 
Total liabilities  1,374,438   1,505,133 
         
Commitments and Contingencies  -   - 
Stockholders’ Equity        
Common stock, $.01 par value; 25,000,000 shares authorized, 14,437,511 shares issued and outstanding, at August 31 and February 28  144,376   144,376 
Additional paid-in capital  8,573,452   8,546,924 
Accumulated deficit  (4,800,213)  (5,020,853)
Total stockholders’ equity  3,917,615   3,670,447 
         
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $5,292,053  $5,175,580 


See notes to consolidated financial statements.


 
-1-

 

SONO-TEK CORPORATION

CONSOLIDATED STATEMENTS OF INCOME
Unaudited

    Six Months Ended August 31  Three Months Ended August 31 
 Three Months Ended May 31,  Unaudited  Unaudited 
 2010  2009  2010  2009  2010  2009 
                  
Net Sales $2,283,651  $1,464,728  $4,715,788  $3,148,612  $2,432,137  $1,683,883 
Cost of Goods Sold  1,166,623   807,347   2,482,488   1,584,089   1,315,865   776,743 
Gross Profit  1,117,028   657,381   2,233,300   1,564,522   1,116,272   907,141 
                        
Operating Expenses                        
Research and product development costs  209,546   171,031   398,349   340,550   188,803   169,519 
Marketing and selling expenses  522,421   409,296   1,033,254   865,824   510,833   456,528 
General and administrative costs  287,165   247,615   576,226   488,058   289,061   240,443 
Total Operating Expenses  1,019,132   827,942   2,007,829   1,694,432   988,697   866,490 
                        
Operating Income (Loss)  97,896   (170,561)  225,471   (129,910)  127,575   40,651 
                        
Interest Expense  (3,438)  (2,246)  (5,835)  (5,532)  (2,397)  (3,286)
Interest Income  460   549   1,220   1,243   760   694 
Other Income  -   2,831   -   3,775   -   944 
                        
Income (Loss) from Operations Before Income Taxes  94,918   (169,427)  220,856   (130,424)  125,938   39,003 
                        
Income Tax Expense  166   - 
Income Tax Expense (Benefit)  216   (1,543)  50   (1,543)
                        
Net Income (Loss) $94,752  $(169,427) $220,640  $(128,881) $125,888  $40,546 
                        
                        
Basic Earnings (Loss) Per Share $0.01  $(0.01) $0.02  $(0.01) $0.01  $0.00 
                        
Diluted Earnings (Loss) Per Share $0.01  $(0.01) $0.02  $(0.01) $0.01  $0.00 
                        
Weighted Average Shares - Basic  14,437,511   14,414,714   14,437,511   14,414,728   14,437,511   14,414,741 
                        
Weighted Average Shares - Diluted  14,593,862   14,414,714   14,594,030   14,414,728   14,568,332   14,476,241 


See notes to consolidated financial statements.



 
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SONO-TEK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

 Three Months Ended May 31,  Six Months Ended August 31, 
 Unaudited  Unaudited 
 2010  2009  2010  2009 
            
CASH FLOWS FROM OPERATING ACTIVITIES:            
Net Income (Loss) $94,752  $(169,427) $220,640  $(128,881)
                
Adjustments to reconcile net income (loss) to net cash                
provided by (used in) operating activities:                
Depreciation and amortization  69,917   80,132   143,129   154,723 
Stock based compensation expense  14,482   13,760   26,528   27,477 
Allowance for doubtful accounts  1,000   -   4,000   - 
Decrease (Increase) in:                
Accounts receivable  172,666   209,847   22,074   102,300 
Inventories  (103,629)  61,233   (142,337)  (10,637)
Prepaid expenses and other current assets  (49,754)  33,338   (60,767)  41,482 
(Decrease) Increase in:                
Accounts payable and accrued expenses  (335,000)  (109,507)  (415,741)  (93,387)
Customer Deposits  287,256   -   294,217   20,125 
Net Cash Provided by Operating Activities  151,690   119,376   91,743   113,202 
                
                
CASH FLOW FROM INVESTING ACTIVITIES:                
Patent application costs  (6,297)  (4,298)  (6,797)  (7,983)
Sale of equipment  -   53,309 
Purchase of equipment and furnishings  (38,521)  (109,421)  (59,807)  (115,069)
Net Cash (Used In) Investing Activities  (44,818)  (113,719)  (66,604)  (69,743)
                
CASH FLOW FROM FINANCING ACTIVITIES:                
Proceeds from exercise of stock options and warrants  -   210 
Repayments of notes payable and loans  (4,747)  (6,332)  (9,171)  (11,520)
Net Cash (Used In) Financing Activities  (4,747)  (6,332)  (9,171)  (11,310)
                
                
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS  102,125   (675)
NET INCREASE IN CASH AND CASH EQUIVALENTS  15,968   32,149 
                
CASH AND CASH EQUIVALENTS                
Beginning of period  1,787,516   1,472,054   1,787,516   1,472,054 
End of period $1,889,641  $1,471,379  $1,803,484  $1,504,203 
                
SUPPLEMENTAL DISCLOSURE:                
Interest paid $3,066  $2,071  $5,819  $4,722 
Taxes Paid $166  $0  $216  $0 


See notes to consolidated financial statements.



 
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SONO-TEK CORPORATION
Notes to Consolidated Financial Statements
ThreeSix Months Ended MayAugust 31, 2010 and 2009


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”), whose operations have been discontinued.  There have been no operations of this subsidiary since Fiscal Year Ended February 28, 2002.

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.  The Company occasionally has cash or cash equivalents on hand in excess of the $250,000 insurable limits at a given bank.  At MayAugust 31, 2010 and February 28, 2010, the Company had $1,379,091$1,302,869 and $1,289,917$1,286,917 over the insurable limit, respectively.

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, 2010, and included in its report on Form 10-K.  Such statements should be read in conjunction with the data herein.

The financial information reflects all adjustments, normal and recurring, 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 $72,607$74,377 and $70,852 at MayAugust 31, 2010 and February 28, 2010, respectively. Annual amortization expense of such intangible assets is expected to be $6,700 per year for the next five years.


 
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Reclassifications – Certain reclassifications have been made to the prior period to conform to the presentations of the current period.

Impact of New Accounting Pronouncements - All new accounting pronouncements issued but not yet effective have been deemed to be not applicable to the Company, hence the adoption of these new accounting pronouncements once effective is not expected to have any impact on the Company.


NOTE 2:  INVENTORIES

Inventories consist of the following:

 May 31,  February 28,  August 31,  February 28, 
 2010  2010  2010  2010 
            
Finished goods $922,968  $951,671  $869,450  $951,671 
Work in process  591,612   527,553   664,626   527,553 
Consignment  15,366   9,042   19,725   9,042 
Raw materials and subassemblies  539,794   477,845   572,647   477,845 
Total  2,069,740   1,966,111   2,126,448   1,966,111 
Less: Allowance  (208,958)  (208,958)  (226,958)  (208,958)
Net inventories $1,860,782  $1,757,153  $1,899,490  $1,757,153 


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 MayAugust 31, 2010, there were 62,50042,500 options outstanding under the 1993 Plan and 1,167,2681,174,268 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.


 
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NOTE 4: STOCK BASED COMPENSATION

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:

 20112010
Expected life4 years4 years
Risk free interest rate1.51% - 2.7%1.39% - 2.7%
Expected volatility63% - 96%66% - 96%
Expected dividend yield0%0%

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 number 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 threesix months ended MayAugust 31, 2010 and 2009, net income and earnings per share reflect the actual deduction for stock-based compensation expense.   The impact of applying ASC 718 approximated $14,482$26,528 and $13,760$27,477 in additional compensation expense during the threesix months ended MayAugust 31, 2010 and 2009, respectively.  Such amounts are 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 MayAugust 31, 2010 and 2009 are calculated as follows:

Three Months Ended May 31, Six Months Ended August 31, Three Months Ended August 31,
20102009 20102009 20102009
      
Denominator for basic earnings per share14,437,51114,414,714 14,437,51114,414,728 14,437,51114,414,741
      
Dilutive effect of stock options156,351- 156,519- 130,82161,500
      
Denominator for diluted earnings per share14,593,86214,414,714 14,594,03014,414,728 14,568,33214,476,241

Due to the net loss for the three monthssix month period ended MayAugust 31, 2009, the effect of stock options is not used in the calculation of diluted earnings per share. The inclusion of stock options in the calculation would have an anti-dilutive effect.

 
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NOTE 6: REVOLVING LINE OF CREDIT

The Company has a $500,000$750,000 revolving line of credit at prime which was 3.25% at MayAugust 31, 2010. The loan is collateralized by all of the assets of the Company. The line of credit is payable on demand and must be retired for a 30 day period once annually. If the Company fails to perform the 30 day annual pay down or if the bank elects to terminate the credit line, the bank may at its option convert the outstanding balance to a 36 month term note with payments including interest in 36 equal installments. As of MayAugust 31, 2010, the Company’s outstanding balance was $350,000, and the unused credit line was $150,000.$400,000.


NOTE 7: SUBSEQUENT EVENTS

TheIn September 2010, the Company has evaluated subsequent events through July 6, 2010 for disclosure purposes.repaid the outstanding balance of $350,000 on the line of credit.

 
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ITEM 2 – Management’s Discussion and Analysis of Financial Condition and Results 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.  These factors include, among other considerations, general economic and business conditions; political, regulatory, competitive and technological developments affecting the Company's operations or the demand for its products; timely development and market acceptance of new products; adequacy of financing; capacity ad ditions,additio ns, the ability to enforce patents and the ability to achieve increased sales volume and continued profitability.

We undertake no obligation to update any forward-looking statement.

Overview

Sono-Tek has developed a unique and proprietary series of ultrasonic atomizing nozzles, which are being used in an increasing variety of electronic, advanced energy, 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 and lower energy use.

Market Diversity

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 less material cost, fewer chemicals in the workplace, and less clean-up.  Also, the SonoFlux equipment reduces the number of soldering defects, which reduces the amount of rework.

In recent years we have diversified our product lines.  For example, we have successfully entered into the medical device market.  To accomplish this goal, we have focused engineering resources on the medical device market, with an emphasis on providing coating solutions for the newest generations of drug coated stents and other implantable devices.  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 sell a bench-top, fully outfitted stent coating system to a wide range of cus tomerscustomer s that are manufacturing stents and/or applying coatings to be used in developmental trials.  We have also introduced and sold a production oriented stent coater known as Medicoat II.  WeIn addition, we are also selling an increasing number of specialized medical implant coating devices now.


-8-


Another effort that has stimulated an increase in business has been 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), textiles and food industries.  Some of these 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, as employed in the WideTrack system.

 
-8-


More recently, we have also invested time and money in developing equipment solutions for applications in the solar cell and fuel cell clean energy markets.  We have seen significant growth in these markets and are serving them with our Exactacoat, Flexicoat and Hypersonic products.  We now have four diversified market/application areas, which creates a stable base for all of our business.

In our four core areas: the electronics, medical device, advanced energy and WideTrack coating markets, it has been incumbent upon us to focus our attention and resources on the development of a much greater international presence.  We believe we have accomplished this and plan to continue our marketing efforts.  Our international sales have risen from approximately 20% of total revenues in Fiscal Year 2003 to approximately 60% today.  This geographic market diversity in North America, Europe, Latin America and Asia is expected to provide us with additional business stability going forward.

The creation of technological innovations and markets and the expansion into new geographical markets requires the investment of both time and capital. Although there is no guarantee of success, we expect that over time, these newer markets will be the basis for Sono-Tek’s continued growth and will contribute to future profitability.


Liquidity and Capital Resources

Working Capital – Our working capital increased $133,000$320,000 from a working capital of $3,075,000 at February 28, 2010 to $3,208,000$3,395,000 at MayAugust 31, 2010.  The increase in working capital is primarily a result of the current period’s net income.  The Company’s current ratio is 3.23.5 to 1 at MayAugust 31, 2010 as compared to 3 to 1 at February 28, 2010.

Stockholders’ Equity – Stockholder’s Equity increased $110,000$248,000 from $3,670,000 at February 28, 2010 to $3,780,000$3,918,000 at MayAugust 31, 2010. The increase is a result of net income of $95,000,$221,000, and an adjustment for stock based compensation expense of $15,000.$27,000.

Operating Activities – Our operating activities provided $152,000$92,000 of cash for the threesix months ended MayAugust 31, 2010 as compared to providing $119,000$113,000 for the threesix months ended MayAugust 31, 2009.  During the threesix months ended MayAugust 31, 2010, accounts receivable decreased $173,000,$22,000, inventory increased $104,000,$142,000, prepaid expenses increased $50,000,$61,000, accounts payable and accrued expenses decreased $335,000$416,000 and customer deposits increased $287,000.$294,000.  In addition, we incurred non-cash expenses of $70,000$143,000 for depreciation and amortization, $15,000$27,000 for stock based compensation expense and $1,000$4,000 for bad debt expense.

Investing Activities – WeDuring the six months ended August 31, 2010, we used $39,000$60,000 for the purchase of capital equipment and $6,000$7,000 for patent application costs duringcosts.  During the threesix months ended MayAugust 31, 2010. We2009, we used $109,000$115,000 for the purchase of capital equipment and $4,000$8,000 for patent application costs, during the three months ended May 31, 2009.

Financing Activities – For the three months ended May 31, 2010 and 2009,in addition we used $5,000 and $6,000, respectivelysold capital equipment for the repayment of our notes payable.$53,000.



 
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Financing Activities – For the six months ended August 31, 2010 and 2009, we used $9,000 and $11,000, respectively for the repayment of our notes payable.
Results of Operations

For the threesix months ended MayAugust 31, 2010, our sales increased $819,000$1,567,000 or 56%50% to $2,284,000$4,716,000 as compared to $1,465,000$3,149,000 for the six months ended August 31, 2009. For the three months ended August 31, 2010, our sales increased $748,000 to $2,432,000 or 44% as compared to $1,684,000 for the three months ended MayAugust 31, 2009.  During the three month period ended MayAugust 31, 2010, we experienced an increase in sales in all of our product lines, except for Selecta FluxWidetrack units and Hypersonic units (a new product).Stent Coating units.  Noteworthy sales increases took place in fluxerour programmable XYZ units EZ Flux units, Servo units, Solder Recovery Systems and Widetrack units.during the current quarter.

OurFor the six months ended August 31, 2010, our gross profit increased $460,000$669,000 to $1,117,000$2,233,000 from $1,565,000 for the threesix months ended May 31, 2010 from $657,000 for the three months ended MayAugust 31, 2009.  The gross profit margin was 49%47% of sales for the six months ended August 31, 2010 and 50% of sales for the six months ended August 31, 2009.  The decrease in our gross profit margin for the six months ended August 31, 2010 is due to a decrease in our stent coater sales, an increase in our programmable XYZ units which have a lower profit margin than our stent coaters, an increase in Service personnel and expenses and an increase in freight costs.

Our gross profit increased $209,000 to $1,116,000 for the three months ended August 31, 2010 from $907,000 for the three months ended August 31, 2009.  The gross profit margin was 46% of sales for the three months ended MayAugust 31, 2010 and 45%54% of sales for the three months ended MayAugust 31, 2009. The improvementdecrease in our gross profit margin for the three months ended MayAugust 31, 2010 was due to an increase inthree major factors: approximately 30% of this quarter’s sales were from our programmable XYZ units which have a more profitable mix of products being soldlower gross profit margin, our stent coater sales decreased this quarter when compared to the three months ended May 31, 2009.same period last year and we had additional service personnel and service expenses related to new product installations when compared to the same period last year.

Research and product development costs increased $39,000$57,000 to $210,000$398,000 for the six months ended August 31, 2010 from $341,000 for the six months ended August 31, 2009 and $19,000 to $189,000 for the three months ended MayAugust 31, 2010 from $171,000$170,000 for the three months ended MayAugust 31, 2009.  The increase wasincreases were principally due to an increaseincreases in salary expense relateddue to an increaseadditional engineering personnel in engineering personnel.the current periods.

Marketing and selling costs increased $113,000$167,000 to $522,000$1,033,000 for the six months ended August 31, 2010 from $866,000 for the six months ended August 31, 2009 and $54,000 to $511,000 for the three months ended MayAugust 31, 2010 from $409,000$457,000 for the three months ended MayAugust 31, 2009.  During the six months ended August 31, 2010, we experienced increases in international commission expense, salary expense due to the addition of personnel, travel expense and depreciation related to sales equipment.  For the three months ended MayAugust 31, 2010, we saw an increaseexperienced increases in salary expense, international commissiontravel expense and travel and trade showsdepreciation expense.

General and administrative costs increased $39,000$88,000 to $287,000$576,000 for the six months ended August 31, 2010 from $488,000 for the six months ended August 31, 2009 and $49,000 to $289,000 for the three months ended MayAugust 31, 2010 from $248,000$240,000 for the three months ended MayAugust 31, 2009.  The increase wasincreases were principally due to increased salary expense and an increase in officer salaries and other corporate expenses. In the prior periods, officer salaries were lower due to a voluntary decrease taken by the officers.

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We had net income of $95,000$221,000 for the threesix months ended MayAugust 31, 2010 as compared to a net loss of $169,000$129,000 for the six months ended August 31, 2009.  During the three months ended August 31, 2010 we  had net income of $126,000 as compared to net income of $41,000 for the three months ended MayAugust 31, 2009.  Our results for the three months ended MayAugust 31, 2010 were improved over the same period last year due to an increase in sales and an improvement in our gross profit margin due to the mix of products that were sold.  Our net income for the current period does not reflect any deferred tax adjustments.profit.


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 those described below.  For a detailed discussion on the application of these and other accounting policies see Note 2 to the Company’s consolidated financial statements included in Form 10-K for the year ended February 28, 2010.


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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 for the deferred tax asset.  During the fiscal year ended February 28, 2009 the Company increased the valuation reserve for the deferred tax asset. In the event that actual results differ from these estimates, the Company may need to again adjust such valuation reserve.

Stock-Based Compensation
The computation of the expense associated with stock-based compensation requires the use of a valuation model.  ASC 718 is a complex accounting standard, the application of which requires significant judgment and the use of estimates, particularly surrounding Black-Scholes assumptions such as stock price volatility, expected option lives, and expected option forfeiture rates, to value equity-based compensation.  The Company currently uses a Black-Scholes option pricing model to calculate the fair value of its stock options.  The Company primarily uses historical data to determine the assumptions to be used in the Black-Scholes model and has no reason to believe that future data is likely to differ materially from historical data. However, changes in the assumptions to reflect futur e stock price volatility and future stock award exercise experience could result in a change in the assumptions used to value awards in the future and may result in a material change to the fair value calculation of stock-based awards.  ASC 718 requires the recognition of the fair value of stock compensation in net income.  Although every effort is made to ensure the accuracy of our estimates and assumptions, significant unanticipated changes in those estimates, interpretations and assumptions may result in recording stock option expense that may materially impact our financial statements for each respective reporting period.

 
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Impact of New Accounting Pronouncements

Accounting pronouncements issued but not yet effective have been deemed to be not applicable or the adoption of such accounting pronouncements are not expected to have a material impact on the financial statements of the Company.

ITEM 3 - Quantitative and Qualitative Disclosures about Market Risk

The Company does not issue or invest in financial instruments or derivatives for trading or speculative purposes. Substantially all of the operations of the Company are conducted in the United States, and, as such, are not subject to material foreign currency exchange rate risk. Although the Company's assets included $1,890,000$1,803,000 in cash, the market rate risk associated with changing interest rates in the United States is not material.



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ITEM 4 – 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 (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 MayAugust 31, 2010.  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 withinwith in 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 firstsecond fiscal quarter of 2011 that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.

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PART II - OTHER INFORMATION

 Item 1.Legal Proceedings
  None
   
 Item 1A.Risk Factors
  Note Required for Smaller Reporting Companies
   
 Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.
  None
   
 Item 3.Defaults Upon Senior Securities
  None
   
 Item 4.Reserved
   
 Item 5.Other Information
  None
   
 Item 6.Exhibits and Reports
   
  10.1  - Amended and Restated Revolving Demand Note in the Form of Exhibit 10.1
10.2 – Equipment Loan Agreement in the Form of Exhibit 10.2
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.
   


 
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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: July 7,October 5, 2010


  SONO-TEK CORPORATION
  (Registrant)
   
   
 By:/s/ Christopher L. Coccio
  Christopher L. Coccio
  Chief Executive Officer
   
   
   
 By:/s/ Stephen J. Bagley
  Stephen J. Bagley
  Chief Financial Officer




 
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