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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 March 31, 2006
COMMISSION FILE NUMBER: 0-12227
SUTRON CORPORATION
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(Name of small business issuer as specified in its charter)
VIRGINIA 54-1006352
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
21300 RIDGETOP CIRCLE, STERLING, VIRGINIA 20166
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(Address of principal executive offices)
703-406-2800
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(Issuer's telephone number)
SECURITIES REGISTERED UNDER SECTION 12(g) OF THE ACT:
COMMON STOCK, $.01 PAR VALUE
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the issuer 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 check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [_] No [X]
There were 4,300,551 outstanding shares of the issuer's only class of common
equity, Common Stock, $0.01 par value, on May 11, 2006.
Transitional Small Business Disclosure Format (check one): Yes [_] No [X]
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SUTRON CORPORATION
FORM 10-QSB QUARTERLY REPORT
FOR THE QUARTER ENDED MARCH 31, 2006
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements ........................................ 2
Condensed Consolidated Balance Sheet as of
March 31, 2006 and December 31, 2005 ........................ 2
Condensed Consolidated Statements of Operations
for the Three Months Ended March 31, 2006 and 2005 .......... 3
Condensed Consolidated Statements of Cash Flows
for the Three Months Ended March 31, 2006 and 2005 .......... 4
Financial Footnotes ......................................... 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ......................... 7
Item 3. Controls and Procedures ..................................... 10
PART II OTHER INFORMATION
Item 1. Legal Proceedings ........................................... 11
Item 6. Exhibits .................................................... 11
Signatures ............................................................... 12
1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
----------------------------
SUTRON CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
MARCH 31, DECEMBER 31,
2006 2005
------------ ------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 2,007,940 $ 1,861,627
Restricted cash and cash equivalents 246,907 233,375
Accounts receivable 4,473,007 3,711,426
Inventory 3,094,835 2,532,524
Prepaid items and other assets 521,843 493,947
Deferred income taxes 278,000 278,000
------------ ------------
Total current assets 10,622,532 9,110,899
PROPERTY AND EQUIPMENT, AT COST 3,267,086 3,222,086
Less: Accumulated depreciation and amortization (2,594,854) (2,534,854)
------------ ------------
Property and equipment, net 672,232 687,232
OTHER ASSETS 82,171 48,623
------------ ------------
TOTAL ASSETS $ 11,376,935 $ 9,846,754
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 1,491,817 $ 844,511
Accrued payroll 210,577 195,153
Other accrued expenses 1,696,966 1,179,925
Notes payable - current 47,663 47,663
------------ ------------
Total current liabilities 3,447,023 2,267,252
LONG-TERM LIABILITIES
Notes payable, net of current maturities 76,080 88,773
Deferred income taxes 169,000 169,000
------------ ------------
TOTAL LIABILITIES 3,692,103 2,525,025
------------ ------------
STOCKHOLDERS' EQUITY
Common stock 42,956 42,946
Additional paid-in capital 2,312,620 2,312,230
Retained earnings 5,327,663 4,968,224
Accumulated other comprehensive (loss) income 1,593 (1,671)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 7,684,832 7,321,729
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 11,376,935 $ 9,846,754
============ ============
See accompanying notes.
2
SUTRON CORPORTION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
----------------------------
2006 2005
------------ ------------
Net sales and revenues $ 4,076,108 $ 3,893,933
Cost of sales and revenues 2,298,365 2,239,270
------------ ------------
Gross profit 1,777,743 1,654,663
------------ ------------
Operating expenses:
Selling, general and administrative expenses 820,390 730,738
Research and development expenses 406,269 309,494
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Total operating expenses 1,226,659 1,040,232
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Operating income 551,084 614,431
Interest income (expense), net 12,355 3,860
------------ ------------
Income before income taxes 563,439 618,291
Income taxes 204,000 226,000
------------ ------------
Net income $ 359,439 $ 392,291
============ ============
Net income per share:
Basic income per share $ .08 $ .09
============ ============
Diluted income per share $ .07 $ .08
============ ============
See accompanying notes.
3
SUTRON CORPORTION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
----------------------------
2006 2005
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 359,439 $ 392,291
Noncash items included in net income:
Depreciation and amortization 60,000 60,001
Changes in current assets and liabilities:
Accounts receivable (761,581) (804,054)
Inventory (562,311) (17,107)
Prepaid items and other assets (61,444) (119,518)
Accounts payable 647,306 (143,029)
Accrued expenses 532,465 130,938
------------ ------------
Net Cash Provided (Used) by Operating Activities 213,874 (500,478)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Restricted cash and cash equivalents (13,532) 300,209
Purchase of property and equipment (45,000) (35,775)
------------ ------------
Net Cash Provided (Used) by Investing Activities (58,532) 264,434
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on notes payable (12,693) (33,985)
Proceeds from stock options exercised 400 --
------------ ------------
Net Cash Provided (Used) by Financing Activities (12,293) (33,985)
------------ ------------
Effect of exchange rate changes on cash 3,264 24,844
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 146,313 (245,185)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,861,627 1,033,149
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,007,940 $ 787,964
============ ============
CASH PAID DURING THE PERIOD FOR:
Interest $ 762 $ 539
============ ============
Income taxes paid (received) $ 0 $ 176,020
============ ============
See accompanying notes.
4
SUTRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
MARCH 31, 2006
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Sutron Corporation (the "Company") was incorporated on December 30, 1975, under
the General Laws of the Commonwealth of Virginia. The Company operates from its
headquarters located in Sterling, Virginia. The Company has several branch
offices located throughout the United States, a branch office in India and a
wholly owned subsidiary in India. The Company is a leading provider of real-time
data collection and control products, systems software and professional services
in the hydrological, meteorological and oceanic monitoring markets. The
Company's products include data loggers, satellite transmitters/loggers,
sensors, and system and application software. Customers consist of a diversified
base of Federal, state, local and foreign government agencies, universities and
hydropower companies.
The financial statements included herein have been prepared, without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and disclosures included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted pursuant to such rules and regulations.
These condensed consolidated financial statements should be read in conjunction
with the financial statements and notes thereto included in the Company's Annual
Report filed on Form 10-KSB for the year ended December 31, 2005. The condensed
consolidated balance sheet as of December 31, 2005 was derived from the audited
financial statements for the year then ended.
In the opinion of the Company, all adjustments necessary to present fairly the
financial position of the Company and the results of its operations and its cash
flows have been included in the accompanying financial statements. The results
of operations for interim periods are not necessarily indicative of the expected
results for the full year.
2. SIGNIFICANT ACCOUNTING POLICIES
The preparation of condensed consolidated financial statements in conformity
with GAAP 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 condensed consolidated financial statements
and the reported amounts of revenues and expenses during the reporting period.
These judgments are difficult as matters that are inherently uncertain directly
impact their valuation and accounting. Actual results may vary from management's
estimates and assumptions.
The Company's significant accounting policies are disclosed in the Company's
Annual report on Form 10-KSB for the year ended December 31, 2005 filed with the
Securities and Exchange Commission.
STOCK COMPENSATION
Prior to January 1, 2006, the Company accounted for employee stock options
grants in accordance with APB No. 25, and adopted the disclosure-only provisions
of SFAS No.123, Accounting for Stock-Based Compensation, amended by SFAS No. 148
Accounting for Stock-Based Compensation - Transition and Disclosure. Accordingly
no stock based compensation expense was recognized for the three months
5
ended March 31, 2005 as all options were granted with exercise price equal to
market price at the date of grant.
In December 2004, the FASB issued SFAS No. 123(R), SHARE-BASED PAYMENT, which is
a revision of SFAS No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION. SFAS No.
123(R) is effective for public companies for interim or annual periods beginning
after June 15, 2005, supersedes APB Opinion No. 25, ACCOUNTING FOR STOCK ISSUED
TO EMPLOYEES, and amends SFAS No. 95, STATEMENT OF CASH FLOWS. SFAS No. 123(R)
requires all share-based payments to employees, including grants of employee
stock options, to be recognized in the income statement based on their fair
values. Pro forma disclosure is no longer an alternative.
Effective January 1, 2006, the Company adopted SFAS No. 123R using the modified
prospective method. Under this method, compensation cost recognized during the
three-month period ended March 31, 2006, includes: (a) compensation cost for all
share-based payments granted prior to, but not yet vested as of January 1, 2006,
based on the grant date fair value estimated in accordance with the original
provisions of SFAS No. 123 amortized over the options' vesting period, and (b)
compensation cost for all share-based payments granted subsequent to January 1,
2006, based on the grant-date fair value estimated in accordance with the
provisions of SFAS No. 123R amortized on a straight-line basis over the options'
vesting period.
Stock-based employee compensation expense is not included in the consolidated
statement of operations for the quarter ended March 31, 2006 since all
outstanding options were fully vested as of December 31, 2005 and no options
were issued during the first quarter of 2006. There were no options issued
during the first quarter of 2005 and, therefore, no pro-forma compensation
expense is presented for that period based on the fair value accounting method.
3. STOCK OPTIONS
The Company has granted stock options under the 2002, 1997 and the 1996 Stock
Option Plans to key employees and directors for valuable services provided to
the Company. Under the 1996 Plan, the Company authorized 260,000 shares, 259,000
of which have been granted. As of December 31, 2004, the Company authorized
60,000 shares and 400,000 shares under the 1997 and 2002 Stock Option Plans,
respectively, all of which have been granted. During 2005, the 2002 Stock Option
Plan was amended to authorize 650,000 shares, 420,333 of which have been
granted. In addition, all three plans were amended in 2005 to allow Directors to
participate in the plan, and that vesting schedules will be determined by the
Board at the time each individual option is granted.
Shares under all of the plans may be granted at not less than 100 percent of the
fair market value at the grant date. All options have a ten-year term from the
date of grant. Prior to the 2005 amendments, options vested ratably over five
years on each anniversary date the option was granted. The Company elected to
accelerate vesting of all outstanding options as of December 31, 2005, as
permitted under the plans. Cancelled or expired options are able to be reissued.
The following table summarizes stock option activity under the Stock Option
Plans for the three months ended March 31, 2006:
Number of
Number of Weighted Avg. Options
Shares Exercise Price Exercisable
------------ ------------ ------------
Balance - December 31, 2005 739,333 $ .98 739,333
============
Granted -- --
Exercised 1,000 .40
Canceled -- --
------------ ------------ ------------
Balance - March 31, 2006 738,333 $ .98 738,333
============ ============ ============
6
At March 31, 2006, a total of 225,667 shares were available for future grants
under the Company's stock options plans.
4. EARNINGS PER SHARE
The following table shows the weighted average number of shares used in
computing earnings per share and the effect on weighted average number of shares
of potential dilutive common stock.
Three Months Ended March 31,
---------------------------
2006 2005
---------- ----------
Net income $ 359,439 $ 392,291
========== ==========
Shares used in calculation of income per share:
Basic 4,295,207 4,289,551
Effect of dilutive options 657,679 653,992
========== ==========
Diluted 4,952,886 4,943,543
========== ==========
Net income per share:
Basic $ .08 $ .09
========== ==========
Diluted $ .07 $ .08
========== ==========
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
--------------------------------------------------------------------
AND RESULTS OF OPERATIONS
-------------------------
STATEMENTS MADE IN THIS REPORT ON FORM 10-QSB, INCLUDING WITHOUT LIMITATION THIS
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND OPERATIONS,
OTHER THAN STATEMENTS OF HISTORICAL INFORMATION, ARE FORWARD LOOKING STATEMENTS
WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND
SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THESE
FORWARD-LOOKING STATEMENTS MAY SOMETIMES BE IDENTIFIED BY SUCH WORDS AS "MAY,"
"WILL," "EXPECT," "ANTICIPATE," "BELIEVE," "ESTIMATE" AND "CONTINUE" OR SIMILAR
WORDS. WE BELIEVE THAT IT IS IMPORTANT TO COMMUNICATE OUR FUTURE EXPECTATIONS TO
INVESTORS. HOWEVER, THESE FORWARD-LOOKING STATEMENTS INVOLVE MANY RISKS AND
UNCERTAINTIES. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE INDICATED
IN SUCH FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS. WE ARE UNDER
NO DUTY TO UPDATE ANY OF THE FORWARD-LOOKING STATEMENTS AFTER THE DATE OF THIS
REPORT ON FORM 10-QSB TO CONFORM THESE STATEMENTS TO ACTUAL RESULTS.
OVERVIEW
Our primary focus is to provide real-time systems solutions, including equipment
and software, and services to our customers in the areas of hydrological,
meteorological, and oceanic monitoring. We design, manufacture and market our
products and services to a diversified customer base consisting of federal,
state, local and foreign governments, engineering companies, universities, and
hydropower companies. Our products and services enable these entities to monitor
and collect hydrological, meteorological and oceanic data for the management of
critical water resources, for early warning of potentially disastrous floods,
storms or tsunamis, for the optimization of hydropower plants and for providing
real-time weather conditions at airports.
Our key products are our SatLink2 Transmitter/Logger, our Xpert and XLite
dataloggers, our water level sensors and our XConnect systems software. These
are the essential components of most systems and are provided to customers as
off-the-shelf equipment or as part of a custom system. The SatLink2 is a key
product because it functions both as a transmitter and also as a datalogger. It
is an excellent solution for small systems that do not require a significant
number of sensors or communications options. The Xpert and XLite are more
powerful dataloggers that have significantly more logging capability and
communications options than the SatLink2.
7
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The Company's discussion and analysis of financial condition and results of
operations are based upon the condensed 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
that we make estimates and judgments that affect the reported amounts of assets,
liabilities, revenue and expenses, and disclosure of contingent assets and
liabilities. Our estimates include those related to revenue recognition, the
valuation of inventory, and valuation of deferred tax assets and liabilities,
useful lives of intangible assets, warranty obligations and accruals. We base
our estimates on historical experience and on various other assumptions that
management believes to be reasonable under the circumstances. Actual results may
differ from these estimates under different assumptions or conditions. For a
complete description of accounting policies, see Note 1 to our financial
statements included in the Company's Form 10-KSB for the year ended December 31,
2005. There were no significant changes in critical accounting estimates
RESULTS OF OPERATIONS
---------------------
The following table sets forth for the periods indicated the percentage of total
revenues represented by certain items reflected in our statements of operations:
Three Months Ended March 31,
---------------------------
2006 2005
---------- ----------
Net sales and revenues 100.0% 100.0%
Cost of sales and revenues 56.4 58.5
---------- ----------
Gross profit 43.6 41.5
Selling, general and administrative expenses 20.1 18.7
Research and Development expenses 10.0 8.0
---------- ----------
Operating income 13.5 15.8
---------- ----------
Interest (income) expense .3 .1
---------- ----------
Income before income taxes 13.8 15.9
Income taxes (benefit) 5.0 5.8
---------- ----------
Net income 8.8% 10.1%
========== ==========
THREE MONTHS ENDED MARCH 31, 2006 COMPARED TO THREE MONTHS ENDED MARCH 31, 2005
NET SALES AND REVENUES
The Company's revenues for the three months ended March 31, 2006 increased 5% to
$4,076,108 from $3,893,933 in 2005 primarily due to increased international
revenues. Net sales and revenues are broken down between the Company's operating
divisions or profit centers which include the HydroMet Products Division, the
Integrated Services Division which includes Special Projects and the Company's
India Branch Office, the Hydrological Services Division and the Airport Weather
Systems Division. The HydroMet Products Division, which is responsible for sales
of standard products, had a sales and revenue increase of 7% to $1,910,073 from
$1,782,780 in 2005. Integrated Systems net sales and revenues increased 27% to
$1,576,043 from $1,244,294 in 2005 due to first quarter revenues of
approximately $1,196,000 from contracts with the India Meteorological Department
and Central Water Commission of India. Net sales and revenues from Hydrological
Services decreased 7% to $475,007 from $512,171 in 2005 due a decrease in
project deliveries to South Florida Water Management District. Airport Weather
8
Systems had a net sales and revenue decrease of 68% to $114,985 from $354,688 in
2005 due to several large deliveries of airport weather systems to customers in
2005.
Overall domestic revenues decreased 16% to $1,909,698 in the first quarter of
2006 versus $2,265,596 in 2005 while international revenues increased 33% to
$2,166,410 in 2006 versus $1,628,337 in 2005. Customer orders or bookings for
the first quarter of 2006 were $3,845,774 as compared to $3,025,257 in 2005.
COST OF SALES AND REVENUES
Cost of sales as a percentage of revenues was 56.4% for the quarter ended March
31, 2006 as compared to 57.5% for the quarter ended March 31, 2005. The decrease
in cost of sales reflects improvements in manufacturing efficiencies as well as
changes in the product mix. Cost of sales for both 2006 and 2005 include
provisions for inventory obsolescence, physical inventory adjustments and
inventory valuation adjustments. The Company continually pursues product cost
reductions through continual review of procurement sourcing based on quality and
cost goals, product value engineering and improvements in manufacturing
processes.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses increased to $820,390 in 2006 from
$730,738 in 2005, an increase of $89,652 or 12%. The Company experienced
increases primarily in selling and marketing activities and international agent
commissions. The Company also incurred higher banking expenses due to standby
letter of credit requirements on the India contracts and higher auditing and
accounting fees and insurance costs as compared to 2005.
RESEARCH AND DEVELOPMENT EXPENSES
Research and development expenses increased to $406,269 in 2006 from $309,494 in
2005, an increase of $96,775 or 31%. Product development expenses increased
primarily due to efforts to improve and incorporate state-of-the-art technology
into the Xpert datalogger and to develop a new water level sensor. Dataloggers
and water level sensors are the primary components of hydrometeorological
systems and we are continuously improving these products as well as developing
new products in order to maintain and improve our competitive position.
INTEREST INCOME AND EXPENSE, NET
Due to the Company's cash position, the Company did not use its line of credit
during the first quarter of 2006. The Company had interest income in 2006 of
$12,355 as compared to interest income of $3,860 in 2005.
INCOME TAXES
Income taxes decreased 10% in 2006 to $204,000 from $226,000 in 2005 due to the
decrease in operating income. Taxes as a percentage of revenue were 5% in 2006
as compared to 5.8% in 2005. The provisions for income taxes represent effective
tax rates of approximately 36.2% in 2006 and 36.6% in 2005, respectively.
9
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
Cash and cash equivalents was $2,007,940 at March 31, 2006 compared to
$1,861,627 at December 31, 2005. Working capital increased to $7,175,509 at
March 31, 2006 compared with $6,843,647 at December 31, 2005. The increase
resulted from the earnings in 2006.
Net cash provided by operating activities was $213,874 for the three months
ended March 31, 2006 as compared to cash used by operating activities of
$500,478 for the three months ended March 31, 2005. The increase is primarily
due to increases in accounts payable and accrued expenses.
Net cash used by investing activities was $58,532 for the three months ended
March 31, 2006 as compared to cash provided by investing activities of $264,434
for the three months ended March 31, 2005, and was primarily due to a reduction
in restricted cash.
Net cash used by financing activities was $12,293 for the three months ended
March 31, 2006 as compared to net cash used by financing activities of $33,985
for the three months ended March 31, 2005 due to a reduction in payments on term
notes payable.
We have a revolving credit facility of $2,000,000 with BB&T Bank. We are
permitted to borrow based on accounts receivable and inventory according to
pre-established criteria. The credit facility expires on August 5, 2006 and is
secured by substantially all assets of the Company. Borrowings bear interest at
the bank's prime rate plus one-half. During the first quarter of 2006, there
were no borrowings on the line of credit.
We frequently bid on and enter into international contracts that require bid and
performance bonds. At March 31, 2006 and December 31, 2005, a commercial bank
had issued standby letters of credit in the amount of $594,725 and $751,725 that
served as either bid or performance bonds. The amount available to borrow under
the line of credit was reduced by these amounts.
Management believes that its existing cash resources, cash flow from operations
and short-term borrowings on the existing credit line will provide adequate
resources for supporting operations during fiscal 2006. Although there can be no
assurance that our revolving credit facility will be renewed, management
believes that, if needed, it would be able to find alternative sources of funds
on commercially acceptable terms.
ITEM 3. CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to the Company's management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure based on the definition of "disclosure controls
and procedures" in Rule 13a-15(e). In designing and evaluating the disclosure
controls and procedures, management recognizes that any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance
of achieving the desired control objectives, and management necessarily is
required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.
The Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and the Company's Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
10
and procedures as of March 31, 2006. Based upon the foregoing evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures were effective as of that date.
There have been no changes in the Company's internal control over financial
reporting during the quarter ended March 31, 2006 that have materially affected,
or are reasonably likely to materially affect the Company's internal control
over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Various legal claims can arise from time to time in the normal course of
business which, in the opinion of management, will have no material effect on
our financial statements. We have been named in a compensation claim under the
Indian Anti-Trust Law that is pending before The Monopolies and Restrictive
Trade Practices Commission in New Delhi, India. Management believes that the
case is unsubstantiated and intends to vigorously defend itself.
ITEM 6. EXHIBITS
31.1 Certification of the President and Chief Executive Officer pursuant to
ss.302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Chief Financial Officer and Treasurer pursuant to
ss.302 of the Sarbanes-Oxley Act of 2002.
32 Certification of the President and Chief Executive Officer and Chief
Financial Officer and Treasurer pursuant to 18 U.S.C. ss.1350, as
adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002.
11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
SUTRON CORPORATION
(Registrant)
May 15, 2006 /s/ Raul S. McQuivey
------------ -------------------------------------
Date Raul S. McQuivey
President and Chief Executive Officer
(Principal Executive Officer)
May 15, 2006 /s/ Sidney C. Hooper
------------ -------------------------------------
Date Sidney C. Hooper
Chief Financial Officer and Treasurer
(Principal Accounting Officer)
12