10-Q 1 mp4924010q.htm
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 24, 2024

OR

 

¨   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-5109

 

MICROPAC INDUSTRIES, INC.

 

Delaware   75-1225149
(State of Incorporation)   (IRS Employer Identification No.)
     
905 E. Walnut, Garland, Texas   75040
(Address of Principal Executive Office)   (Zip Code)

 

Registrant’s Telephone Number, including Area Code: (972) 272-3571

 

Securities Registered Pursuant to Section 12(g) of the Act: common stock, par value $0.10.

 

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 check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

 

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

 

Large accelerated filer o Emerging growth company     o
Accelerated filer o Smaller reporting company     x
Non-accelerated filer o  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No  x

 

On April 9, 2024 there were 2,578,315 shares of Common Stock, $0.10 par value, outstanding.

 

 

 

 1 
 

 

MICROPAC INDUSTRIES, INC.

 

FORM 10-Q

 

February 24, 2024

 

INDEX

 

PART I - FINANCIAL INFORMATION  
       
  ITEM 1 - FINANCIAL STATEMENTS 3
       
    Condensed Balance Sheets as of February 24, 2024 (unaudited) and November 30, 2023 3
    Condensed Statements of Operations for the three months ended February 24, 2024 and February 25, 2023 (unaudited) 4
    Condensed Statements of Cash Flows for the three months ended February 24, 2024 and February 25, 2023 (unaudited) 5
    Statements of Shareholders’ Equity for the three months ended February 24, 2024 and February 25, 2023 (unaudited) 6
    Notes to Condensed Financial Statements (unaudited) 7
       
  ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS     13
       
  ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 16
       
  ITEM 4 - CONTROLS AND PROCEDURES 16
       
       
       
PART II - OTHER INFORMATION  
       
  ITEM 1 - LEGAL PROCEEDINGS 16
  ITEM 1A -RISK FACTORS 16
  ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 16
  ITEM 3 - DEFAULTS UPON SENIOR SECURITIES 16
  ITEM 4 - MINE SAFETY DISCLOSURE 16
  ITEM 5 - OTHER INFORMATION 16
  ITEM 6 - EXHIBITS 16
       
SIGNATURES 17

 

 2 
 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1.FINANCIAL STATEMENTS

MICROPAC INDUSTRIES, INC.

CONDENSED BALANCE SHEETS

(Dollars in thousands)

         
CURRENT ASSETS  February 24, 2024   November 30, 2023 
   (Unaudited)     
         
Cash and cash equivalents  $9,869   $10,299 
Receivables, net of allowance for credit losses of $0 at February 24, 2024 and November 30 2023   4,673    8,021 
Other receivable   120    139 
Contract assets   501    307 
Inventories:          
Raw materials and supplies   8,607    7,367 
Work in process   5,893    4,113 
Total inventories   14,500    11,480 
Prepaid expenses and other assets   280    487 
Total current assets   29,943    30,733 
           
PROPERTY, PLANT AND EQUIPMENT, at cost:          
Land   1,518    1,518 
Buildings   21,013    21,013 
Facility improvements   1,126    1,126 
Furniture and fixtures   2,068    2,068 
Construction in process equipment   206    181 
Machinery and equipment   10,189    10,175 
Total property, plant, and equipment   36,120    36,081 
Less accumulated depreciation   (12,247)   (11,982)
Net property, plant, and equipment   23,873    24,099 
Deferred income taxes, net   475    475 
Total assets  $54,291   $55,307 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
           
CURRENT LIABILITIES:          
Accounts payable  $1,900   $1,491 
Accrued compensation   861    958 
Deferred revenue   455    618 
Property taxes   125    746 
Income tax   51    444 
Current portion of long term debt   436    432 
Other accrued liabilities   25    34 
Total current liabilities   3,853    4,723 
           
Long term debt, net of debt issuance costs and current portion   15,212    15,316 
Total liabilities   19,065    20,039 
Commitments and contingencies          
           
SHAREHOLDERS’ EQUITY          
Common stock, $.10 par value, authorized   10,000,000 shares, 3,078,315 issued and 2,578,315 outstanding at February 24, 2024 and November 30 2023   308    308 
Additional paid-in-capital   1,022    983 
Treasury stock, 500,000 shares, at cost   (1,250)   (1,250)
Retained earnings   35,146    35,227 
Total shareholders’ equity   35,226    35,268 
Total liabilities and shareholders’ equity  $54,291   $55,307 

 

See accompanying notes to financial statements.

 

 3 
 

 

MICROPAC INDUSTRIES, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Dollars in thousands except share data)

(Unaudited)

         
   Three months ended 
   February 24, 2024   February 25, 2023 
         
NET SALES  $6,118   $6,190 
           
COST AND EXPENSES:          
           
Cost of goods sold   (3,504)   (3,939)
           
Research and development   (494)   (652)
           
Selling, general and administrative expenses   (1,912)   (1,806)
           
Total cost and expenses   (5,910)   (6,397)
           
OPERATING INCOME (LOSS)   208    (207)
           
Interest expense   (142)   - 
Other income, net   147    139 
           
INCOME (LOSS) BEFORE TAXES   213    (68)
           
(Provision) benefit for taxes   (36)   12 
           
NET INCOME (LOSS)  $177   $(56)
           
DIVIDENDS PER SHARE  $0.10   $0.10 
           
NET INCOME (LOSS) PER SHARE, BASIC  $0.07   $(0.02)
           
WEIGHTED AVERAGE OF SHARES, BASIC
   2,578,315    2,578,315 
           
NET INCOME (LOSS) PER SHARE, DILUTED  $0.07   $(0.02)
           
WEIGHTED AVERAGE OF SHARES, DILUTED    2,609,509    2,578,315 

 

See accompanying notes to financial statements.

 

 4 
 

 

MICROPAC INDUSTRIES, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

           
     
   Three months ended 
CASH FLOWS FROM OPERATING ACTIVITIES:  February 24, 2024   February 25, 2023 
         
Net income (loss)  $177   $(56)
Adjustments to reconcile net income (loss) to net cash used in operating activities:          
Depreciation   265    103 
Stock-based compensation   39    - 
Amortization of debt issuance cost   3    28 
Amortization of right-of-use assets   -    14 
Changes in certain current assets and liabilities:          
Decrease in accounts receivable   3,368    834 
Increase in contract assets   (194)   (314)
Increase in inventories   (3,020)   (1,051)
Decrease (increase) in prepaid expenses and other assets   207    (29)
Decrease in deferred revenue   (162)   (546)
Increase in accounts payable   408    372 
Decrease in accrued compensation   (96)   (244)
Decrease in income taxes payable   (394)   (124)
Decrease in lease liabilities   -    (14)
Decrease in property tax liabilities   (625)   (131)
Decrease in all other accrued liabilities   (5)   (335)
           
Net cash used in operating activities   (29)   (1,493)
           
CASH FLOWS FROM INVESTING ACTIVITIES          
           
Additions to property, plant, and equipment   (40)   (480)
           
Net cash used in investing activities   (40)   (480)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Cash dividend   (258)   (258)
Proceeds on long term debt   -    100 
Payments on long term debt   (103)   - 
Net cash used in financing activities   (361)   (158)
           
Net increase in cash and cash equivalents   (430)   (2,131)
           
Cash and cash equivalents at beginning of period   10,299    15,375 
           
Cash and cash equivalents at end of period  $9,869   $13,244 
           
Supplemental Cash Flow Disclosure:          
Cash paid for income taxes  $430   $118 
Cash paid for interest  $138   $130 
Supplemental Non-Cash Flow Disclosure:          
Changes in accrued property, plant, and equipment  22   75 

 

See accompanying notes to financial statements.

 

 5 
 

 

MICROPAC INDUSTRIES, INC.

STATEMENTS OF SHAREHOLDERS’ EQUITY

FOR THE QUARTERS ENDED FEBRUARY 24, 2024 AND FEBRUARY 25, 2023

(Dollars in thousands)

(Unaudited)

                     
   Common   Additional   Treasury   Retained     
   Stock   paid-in-capital   Stock   Earnings   Total 
                     
BALANCE, November 30, 2022  $308   $885   $(1,250)  $34,853   $34,796 
                          
Dividend   -    -    -    (258)   (258)
Net income   -    -    -    (56)   (56)
                          
BALANCE, February 25, 2023  $308   $885   $(1,250)  $34,539   $34,482 

 

 

                     
   Common   Additional   Treasury   Retained     
   Stock   paid-in-capital   Stock   Earnings   Total 
                     
BALANCE, November 30, 2023  $308   $983   $(1,250)  $35,227   $35,268 
                          
Stock-based compensation   -    39    -    -    39 
Dividend   -    -    -    (258)   (258)
Net income   -    -    -    177    177 
                          
BALANCE, February 24, 2024  $308   $1,022   $(1,250)  $35,146   $35,226 

 

See accompanying notes to financial statements.

 

 6 
 

 

MICROPAC INDUSTRIES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

 

Note 1 BASIS OF PRESENTATION

 

Business Description

 

The Company designs, manufactures and distributes various types of microelectronic circuits including solid state relays and power controllers, optoelectronic components, sensor and display components and assemblies. The Company’s products are used as components and assemblies in a broad range of military, space, medical and industrial systems, including aircraft instrumentation and navigation systems, satellite systems, power supplies, electronic controls, computers, and medical devices.

 

The Company’s facilities are certified and qualified by the Defence Logistics Agency (DLA) to MIL-PRF-38534 (class K-space level) and MIL-PRF-19500 JANS (space level) and are certified to ISO 9001:2008 and AS 9100D. Micropac is a National Aeronautics and Space Administration (NASA) core supplier and is registered to AS9100-Aerospace Industry standard for supplier certification. The Company has Underwriters Laboratories (UL) approval on our industrial power controllers.

 

The Company’s core technology is microelectronic and optoelectronic designs to include the packaging and interconnecting of multi-chip microelectronics modules. Other technologies include light emitting and light sensitive materials and products, including light-emitting diodes and silicon phototransistors, and electronic integration used in the Company’s optoelectronic components and assemblies.

 

The Company was started in 1963 as a sole proprietorship. On March 3, 1969, the Company was incorporated under the name of “Micropac Industries, Inc.” in the state of Delaware. The stock was publicly held by 434 shareholders on February 24, 2024.

 

In the opinion of management, the unaudited financial statements include all adjustments (consisting of only normal, recurring adjustments) necessary to present fairly the financial position as of February 24, 2024, the results of operations and cash flows for the three months ended February 24, 2024 and February 25, 2023. Unaudited financial statements are prepared on a basis substantially consistent with those audited for the year ended November 30, 2023. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (GAAP) have been condensed or omitted pursuant to the rules and regulations promulgated by the Securities and Exchange Commission. The Company’s fiscal year ends on the last day of November. The quarterly results end on the last Saturday of the quarter.

 

It is suggested that these financial statements be read in conjunction with the November 30, 2023 Form 10-K filed with the SEC, including the audited financial statements and the accompanying notes thereto.

 

Note 2 SIGNIFICANT ACCOUNTING POLICIES

 

Revenue Recognition

 

The core principle of revenue recognition under accounting principles generally accepted in the Unites States of America (GAAP) is that the Company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

 

The Company's revenue on the majority of its customer contracts is recognized at a point in time, generally upon shipment of products.

 

To achieve that core principle, the Company applies the following steps:

 

1. Identify the contract(s) with a customer.

 

The Company designs, manufactures and distributes various types of microelectronic circuits including solid state relays and power controllers, optoelectronic components, sensor and display components and assemblies. The Company’s products are used as components and assemblies in a broad range of military, space, medical and industrial systems, including aircraft instrumentation and navigation systems, satellite systems, power supplies, electronic controls, computers, and medical devices.

 

The Company’s revenues are from purchase orders and/or contracts with customers associated with the manufacture of products. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.

 

 7 
 

 

2. Identify the performance obligations in the contract.

 

The majority of the Company’s purchase orders or contracts with customers contain a single performance obligation, the shipment of products.

 

3. Determine the transaction price.

 

The transaction price reflects the Company’s expectations about the consideration it will be entitled to receive from the customer at a fixed price per unit shipped based on the terms of the contract or purchase order with the customer. To the extent our actual costs vary from the fixed price that was negotiated, we will generate more or less profit or could incur a loss.

 

4. Allocate the transaction price to the performance obligations in the contract.

 

The Company’s transaction price is the fixed price per unit per each delivery upon shipment.

 

5. Recognize revenue when (or as) the Company satisfies a performance obligation.

 

This performance obligation is satisfied when control of the product is transferred to the customer, which occurs upon shipment or delivery. The Company receives purchase orders for products to be delivered over multiple dates that may extend across reporting periods. The Company accounting policy treats shipping and handling activities as a fulfillment cost. The Company invoices for each delivery upon shipment and recognizes revenues at the fixed price for each distinct product delivered when transfer of control has occurred, which is generally upon shipment.

 

For certain contracts under which the Company produces products with no alternative use and for which the Company has an enforceable right to payment during the production cycle, the Company recognizes revenue for the cost incurred of work in process plus a margin at the end of each period and records a contract asset (unbilled receivable). The majority of these products are shipped weekly and monthly to the customers and the contracts require us to manage and limit the level of work in process to meet the scheduled delivery dates.

 

In addition, the Company may have a contract or purchase order to provide a non-recurring engineering service to a customer. These contracts are reviewed, and performance obligations are determined and we recognize revenue at the point in time in which each performance obligation is fully satisfied.

 

Disaggregation of Revenue

 

The following table summarizes the Company’s net sales by product line.

          
     
   Net Sales by Product Line
(Dollars in thousands)
 
         
   Feb. 24, 2024   Feb. 25, 2023 
Microelectronics  $2,489   $1,020 
Optoelectronics   1,500    1,857 
Sensors and Displays   2,129    3,313 
   $6,118   $6,190 
Timing of revenue recognition:          
Recognized at a point in time  $5,123   $5,112 
Recognized over time   995    1,078 
Total Revenue  $6,118   $6,190 

 

 

The following table summarizes the Company’s net sales by major market.

                         
 

2024 First Quarter Sales by Major Market

(Dollars in thousands)

   Military   Space   Medical   Commercial   Total 
Domestic Direct  $2,840   $196   $368   $597   $4,001 
Domestic Distribution   1,224    147    -    377    1,748 
International   97    103    -    169    369 
   $4,161   $446   $368   $1,143   $6,118 

 

 8 
 

 

2023 First Quarter Sales by Major Market

(Dollars in thousands)

   Military   Space   Medical   Commercial   Total 
Domestic Direct  $1,310   $52   $950   $1,306   $3,618 
Domestic Distribution   1,736    410    -    150    2,296 
International   28    2    -    246    276 
   $3,074   $464   $950   $1,702   $6,190 

 

Receivables, net, Contract Assets and Contract Liabilities

 

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (deferred revenue) on the Condensed Balance Sheets. 

 

Receivables, net, contract assets and contract liabilities were as follows:

            
   Receivables, net, Contract Assets and Contract Liabilities
(Dollars in thousands)
 
     
   February 24, 2024   November 30, 2023   December 1, 2022 
Receivables, net  $4,673   $8,021   $3,644 
Contract assets  $501   $307   $408 
Deferred revenue  $455   $618   $1,192 

 

There was $162,000 of revenue recognized in fiscal year 2024 that was included in the deferred revenue liability balance at the beginning of the fiscal year.

 

Contract costs

 

The Company does not have material incremental costs to obtain a contract in the form of sales commissions or bonuses. The Company incurs other immaterial costs to obtain and fulfill a contract; however, the Company has elected the practical expedient under ASC 340-40-24-4 to recognize all incremental costs to obtain a contract as an expense when incurred if the amortization period is one year or less.

 

Leases

 

In the first quarter of 2020, the Company entered into a three (3) year lease extension on the property that has been leased on a year to year basis. As a result, we recognized $ 165,000 for operating lease liabilities and right-of-use assets in accordance with ASC 842. The Company had an operating lease expense of $14,000 for 2023. The Company used an estimated incremental borrowing rate of 3.25% representative of the rate of interest that the company would have to pay to borrow on the Company’s line of credit. The lease expired in March 2023 and was not renewed.

 

Inventories

 

Inventories are stated at lower of cost or net realizable value and include material, labor and manufacturing overhead. All inventories are valued using the FIFO (first-in, first-out) method of inventory valuation. The Company determines the need to write inventory down to the lower of cost or net realizable value via an analysis based on the usage of inventory over a three year period and projected usage based on current backlog.

 

Income Taxes

 

The Company accounts for income taxes using the asset and liability method. Under this method the Company records deferred income taxes for the temporary differences between the financial reporting basis and the tax basis of assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. The resulting deferred tax liabilities and assets are adjusted to reflect changes in tax law or rates in the period that includes the enactment date.

 

The Company records a liability for an unrecognized tax benefit for a tax position that is not “more-likely-than-not” to be sustained.  The Company did not record any liability for uncertain tax positions as of February 24, 2024 or November 30, 2023.

 

 9 
 

 

Property, Plant, and Equipment

 

Property, plant, and equipment are carried at cost, and depreciation is provided using the straight-line method at rates based upon the following estimated useful lives (in years) of the assets:

   
Buildings 15-39
Facility improvements 8-15
Machinery and equipment 5-10
Furniture and fixtures 5-8

 

The Company assesses long-lived assets for impairment in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) ASC 360-10-35, Property, Plant and Equipment – Subsequent Measurement. When events or circumstances indicate that an asset may be impaired, an assessment is performed. The estimated future undiscounted cash flows associated with the asset are compared to the asset’s net book value to determine if a write down to market value less cost to sell is required.

 

Construction in progress relates to multiple capital projects ongoing during the year ended November 30, 2023 and the three months ended February 24, 2024 facility.

 

Repairs and maintenance are expensed as incurred. Improvements which extend the useful lives of property, plant, and equipment are capitalized.

 

Research and Development Costs

 

Costs for the design and development of new products are expensed as incurred.

 

Use of Estimates

 

The preparation of 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Note 3 NEW ACCOUNTING PRONOUNCEMENTS

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. The ASU requires the use of an “expected loss” model for instruments measured at amortized cost, in which companies will be required to estimate the lifetime expected credit loss and record an allowance to offset the amortized cost basis, resulting in a net presentation of the amount expected to be collected on the financial asset. The new guidance is effective for fiscal years beginning after December 15, 2022 for Smaller Reporting Companies, including interim periods within those fiscal years and requires a modified-retrospective approach to adoption. The Company adopted ASU 2016-13 on December 1, 2023, and had no material impact on the financial statements and related disclosures.

 

Note 4 FAIR VALUE MEASUREMENT

 

The Company had no financial assets or liabilities measured at fair value on a recurring basis as of February 24, 2024 or November 30, 2023.  The fair value of financial instruments such as cash and cash equivalents, accounts receivable, and accounts payable approximate their carrying amount based on the short maturity of these instruments.

 

The Company measures its long-term debt at fair value, which approximates book value as the long-term debt bears market rates of interest.

 

There were no nonfinancial assets measured at fair value on a nonrecurring basis February 24, 2024 and November 30, 2023.

 

Note 5 COMMITMENTS

 

The Company obtained a commercial real estate construction loan for the construction of a new 76,000 square foot manufacturing center on the 9.2 acres of land in Garland, Texas that the Company has purchased. On March 26, 2021, the Company (acting as borrower) entered into a Construction Loan Agreement (the “loan agreement”) with Frost Bank (“Frost”) (acting as lender). The Construction Loan Agreement provides for a construction loan, in amounts not to exceed a total principal balance of $16,160,000 with an interest rate of (3.40%) per annum.

 

 10 
 

 

On May 16, 2023, the Company renewed the Revolving Loan Agreement with Frost through the “Sixth Amendment to Loan Agreement.” (See Exhibit 10.13). The Revolving Loan Agreement provides for revolving credit loans, in amounts not to exceed a total principal balance of $6,000,000 with a rate equal to prime rate with a floor of 3.25%. The Revolving Loan Agreement was originally entered into on January 23, 2013, between the Company as borrower and Frost as lender.  

 

Construction Loans.  Subject to the terms of the Loan Agreement, Frost will lend to the Company an aggregate amount not to exceed $16,160,000.

 

Principal and interest shall be due and payable monthly in an amounts determined by Lender required to fully amortize the outstanding principal balance of this Note over a period of twenty-five (25) years, payable on the twenty-sixth (26th) day of each and every calendar month, beginning April 26, 2023, and continuing regularly thereafter until March 26, 2031, when the entire amount hereof, principal and accrued interest then remaining unpaid, shall be then due and payable; interest being calculated on the unpaid principal each day principal is outstanding and all payments made credited to any collection costs and late charges, to the discharge of the interest accrued and to the reduction of the principal, in such order as Lender shall determine.

 

The interest rate of (3.40%) per annum including an Interest-Only Period. Interest only shall be due and payable monthly as it accrues on the twenty-sixth (26th) day of each and every calendar month, beginning April 26, 2021, and continuing regularly and monthly thereafter until March 26, 2023; interest being calculated on the unpaid principal each day principal is outstanding and all payments made credited to any collection costs and late charges, to the discharge of the interest accrued and to the reduction of the principal, in such order as Lender shall determine.

 

The loan shall be secured by a “Deed of Trust, Security Agreement – Financing Statement” covering the 9.2-acre tract in Garland, Texas and the improvements made on it.

 

Revolving Credit Loans.  Subject to the terms of the Loan Agreement, Frost will lend to the Company, on a revolving basis, amounts not to exceed a total principal balance of $6,000,000, minus amounts available and amounts previously disbursed under outstanding Frost letters of credit. Subject to certain terms and conditions, the Company may borrow, repay and reborrow under the Loan Agreement. The loan has a maturity date of April 23, 2025.

 

The interest on the outstanding and unpaid principal balance shall be computed at a per annum rate equal to the lesser of (a) a rate equal to the Prime Rate per annum; provided, however, in no event shall the resulting rate be less than three and one-quarter percent (3.25%).

 

The Company has borrowed $15,780,000 against the construction loan as of February 24, 2024.

    
Debt February 24, 2024    
Notes payable  $15,780,000 
Less unamortized debt issuance costs   132,000 
Net Debt   15,648,000 
Less—Current portion   436,000 
Total long-term debt  $15,212,000 

 

Estimated maturities of our long-term debt over the next 5 years are as follows (in thousands):

             
   2024
(remaining)
   2025   2026   2027   2028   Thereafter   Total 
Frost Bank  $326   $447   $463   $479   $495   $13,572   $15,780 

 

Note 6 EARNINGS PER COMMON SHARE

 

Basic and diluted earnings per share are computed based upon the weighted average number of shares outstanding during the year. Diluted earnings per share gives effect to all dilutive potential common shares.

 

The following is a reconciliation of the number of shares used in the calculation of the basic and diluted earnings per share for the years ended Feb. 24, 2024 and Feb. 25, 2023.

          
    
   Three Months Ended 
   Feb. 24, 2024   Feb. 25, 2023 
Weighted average of shares, basic   2,578,315    2,578,315 
Restricted stock units   31,194    - 
Weighted average of shares, diluted   2,609,509    2,578,315 

 

 11 
 

 

Note 7 SHAREHOLDERS’ EQUITY

 

On December 5, 2023, the Board of Directors of Micropac Industries, Inc. approved the payment of a $0.10 per share special dividend to all shareholders of record as of January 10, 2024. The dividend was paid to shareholders on February 9, 2024.

 

On December 7, 2022, the Board of Directors of Micropac Industries, Inc. approved the payment of a $0.10 per share special dividend to all shareholders of record as of January 11, 2023. The dividend was paid to shareholders on February 10, 2023.

 

NOTE 8 STOCK-BASED COMPENSATION

 

We have issued restricted stock units ("RSUs") stock-based compensation awards as part of Micropac Industries Inc.’s 2023 Equity Incentive Plan. Our 2023 annual grant of RSUs occurred in the second quarter. The weighted -average grant-date fair value of each unit granted in 2023 was $13.13. All the RSUs granted in 2023 vest over a three-year period.

 

The following is a summary of our RSUs activity for three months ended February 24, 2024 and February 25, 2023.

        
   2024   2023 
(shares in thousands)  Number   Weighted-   Number   Weighted- 
   of   Average   of   Average 
   Shares   Grant Date Fair Value   Shares   Grant Date Fair Value 
Unvested at beginning of period   31.2   $13.13    -    - 
Granted   -    -    -    - 
Vested   7.4   $13.13    -    - 
Cancelled   -    -    -    - 
Unvested at end of the period   23.8   $13.13    -    - 

 

The following table sets forth the stock-based compensation expense recorded in selling, general and administrative ("SG&A") expense (in thousands):

    
   Three Months Ended 
   February 24, 2024   February 25, 2023 
Stock-based compensation expense  $39   $- 

 

The following table sets forth the stock-based unvested compensation expense by year to be recognized (in thousands):

            
   2024   2025   Total 
Stock-based unvested compensation expense  $156   $156   $312 

 

Note 9 SUBSEQUENT EVENTS

 

The Company completed the sale of one manufacturing facility for $706,000 on March 28, 2024, which would result in an expected gain of $706,000.

 

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MICROPAC INDUSTRIES, INC.

(Unaudited)

 

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Business

 

The Company designs, manufactures and distributes various types of microelectronic circuits including solid state relays and power controllers, optoelectronic components, and sensor and display components and assemblies. The Company’s products are used as components and assemblies in a broad range of military, space, medical and industrial systems, including aircraft instrumentation and navigation systems, satellite systems, power supplies, electronic controls, computers, and medical devices.

 

The Company’s facilities are certified and qualified by the Defense Logistics Agency (DLA) to MIL-PRF-38534 (class K-space level) and MIL-PRF-19500 JANS (space level) and are certified to ISO 9001:2008 and AS 9100D. Micropac is a National Aeronautics and Space Administration (NASA) core supplier and is registered to AS9100-Aerospace Industry standard for supplier certification. The Company has Underwriters Laboratories (UL) approval on our industrial power controllers.

 

The Company’s core technology is microelectronic and optoelectronic designs to include the packaging and interconnecting of multi-chip microelectronics modules. Other technologies include light emitting and light sensitive materials and products, including light-emitting diodes and silicon phototransistors, and electronic integration used in the Company’s optoelectronic components and assemblies.

 

Critical Accounting Policies

 

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We base our estimates on historical experience and on various other assumptions and factors that are believed to be reasonable under the circumstances. Note 2 to the Financial Statements in the Quarterly Report Form 10-Q for the quarter ended February 24, 2024, describes the significant accounting policies and methods used in the preparation of the Financial Statements. liabilities. Actual results could differ from these estimates.

 

The core principle of revenue recognition under accounting principles generally accepted in the Unites States of America (GAAP) is that the Company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company’s revenue on the majority of its customer contracts are recognized at a point in time, generally upon shipment of products. The application of GAAP related to the measurement and recognition of revenue requires us to make judgments and estimates. Specifically, the determination of whether revenues related to our revenue contracts should be recognized over time or at a point in time, as these determinations impact the timing and amount of our reported revenues and net income. Other significant judgments include the estimation of the point in the manufacturing process at which we are entitled to receive payment, as well as the progress of the job order to completion in order to determine the amount of consideration earned for contractual revenue recognized over time.

 

The Company extends credit to its customers in the normal course of business. Accounts receivable represent unpaid balances due from customers. The Company maintains an allowance for credit losses for expected losses resulting from customers’ non-payment of balances due. The Company determination of allowance for uncollectable amounts is based on management’s judgements and assumptions, including internal information, prior loss experience, evaluation of customer credit risk and future economic conditions that will be used as adjustments to historical credit loss rates because the information is reasonably available without undue cost and effort. Receivables are written off after they are deemed to be uncollectable after all reasonable means of collection has been exhausted.

 

Inventory purchases and commitments are based upon future demand. If there is a sudden and significant decrease in demand for our products or there is a higher risk of inventory obsolescence because of changing customer requirements, we may be required to increase our inventory allowances and our gross margin could be adversely affected.

 

The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. If we were to determine we would not be able to realize all or part of the deferred tax asset in the future, an adjustment to the deferred tax asset would be necessary which would reduce our net income for that period.

 

 13 
 

 

Depreciable and useful lives estimated for property and equipment are based on initial expectations of the period of time these assets will provide benefit. Changes in circumstances related to a change in our business or other factors could result in these assets becoming impaired, which could adversely affect the value of these assets.

 

Results of Operations

 

   Three months ended 
   February 24, 2024   February 25,2023 
NET SALES   100.0%   100.0%
           
COST AND EXPENSES:          
Cost of goods sold   57.3%   63.6%
Research and development   8.1%   10.5%
Selling, general and administrative expenses   31.2%   29.2%
Total cost and expenses   96.6%   103.3%
           
OPERATING INCOME (LOSS)   3.4%   (3.3)%
           
Other income, net   0.1%   2.2%
           
INCOME (LOSS) BEFORE TAXES   3.5%   (1.1)%
           
(Provision) benefit for taxes   (0.6)%   .2%
           
INCOME (LOSS)   2.9%   (0.9)%

 

Sales for the first quarter ended February 24, 2024, totaled $6,118,000. Sales for the first quarter decreased 1% or $72,000 below sales of $6,190,000 for the first quarter of 2023.

 

Two customers accounted for 18% and 15% of the Company’s sales for the first quarter of 2024 and three customers accounted for 18%, 11%, and 10% of the Company’s sales for the first quarter of 2023. One customer is a distributor that sells to multiple customers in 2024 versus three distributors in 2023.

 

Cost of goods sold for the first quarter of 2024 and 2023 totaled 57.3% and 63.6% of net sales, respectively. Cost of sales decreased $435,000 or 11% for the first quarter of 2024 as compared to the first quarter of 2023. In 2023, two new custom products for separate customers have incurred higher material cost during the engineering and first production builds resulting in lower gross margins in the first quarter of 2023.

 

Research and development cost decreased $158,000 for the first quarter of 2024 compared to the same period of 2023. The research and development expenditures were associated with the continued development of power management products, sensor products and process automation improvements.

 

Selling, general and administrative expenses for the first quarter of 2024 totaled 31.2% of net sales, compared to 29.2% for the same period in 2023. Selling, general and administrative expenses increased $106,000 in the first quarter of 2024 as compared to 2023 with an increase in commission expenses and outside consultant expense.

 

Provisions for taxes increased $48,000 for the first quarter of 2024 compared to the same period in 2023. The estimated effective tax rate was 17% for the first quarter of 2024 and 2023.

 

The Company had a net profit in the first quarter of 2024 of $177,000 compared to a net loss of $56,000 in the first quarter of 2023.

 

Liquidity and Capital Resources

 

On March 26, 2021, the Company (acting as borrower) entered into a Construction Loan Agreement with Frost Bank (“Frost”), (acting as lender). The Construction Loan Agreement provides for a construction loan as discussed in Note 5 to the condensed financial statements. The Company used a combination of cash and the commercial real estate construction loan for the construction of a new 76,000 square foot manufacturing center on the 9.2 acres of land in Garland, Texas the Company purchased.

 

 14 
 

 

Cash and cash equivalents totaled $9,869,000 as of February 24, 2024 compared to $10,299,000 on November 30, 2023, a decrease of $430,000. The decrease in cash and cash equivalents is attributable to $29,000 cash used in operations, $103,000 payments on long term debt, payment of a cash dividend of $258,000, and $40,000 in cash for additional manufacturing equipment.

 

In addition to cash on hand, the Company also has the ability to borrow under a loan agreement as discussed in Note 5 to the condensed financial statements.

The Company has no significant off-balance sheet arrangements.

 

Outlook

 

New orders for the first quarter of 2024 totaled $5,687,000 compared to $6,361,000 for the comparable period of 2023. Backlog totaled $36,282,000 on February 24, 2024, compared to $33,496,000 as of February 25, 2023 and $36,370,000 on November 30, 2022. Approximately $32,488,000 of the current backlog is expected to ship during the remainder of 2024.

 

2024 Current Backlog by Major Market

(Dollars in thousands)

   Military   Space   Medical   Commercial   Total 
Domestic Direct  $17,247   $134   $1,141   $1,374   $19,896 
Domestic Distribution   12,653    1,871    12    916   $15,452 
International   254    514    -    166   $934 
   $30,154   $2,519   $1,153   $2,456   $36,282 

 

2024 Current Backlog by Product Line

(Dollars in thousands)

Microelectronics  $20,270 
Optoelectronics   5,342 
Sensors and Displays   10,670 
   $36,282 

 

The Company cannot assure that the results of operations for the interim period presented are indicative of total results for the entire year due to fluctuations in customer delivery schedules, or other factors over which the Company has no control.

 

Impact of COVID-19 on our Business

 

In March 2020 the World Health Organization declared the spread of the COVID-19 virus a pandemic. The Company continues to monitor our supply chain and orders from customers for COVID-19 pandemic related changes. We are continuing to serve our customers while taking precautions to provide a safe work environment for our employees and customers. We have been staggering some shifts and otherwise adjusting work schedules to maximize our capacity while adhering to recommended precautions. We have established and implemented a work from home provision where possible.

 

To date, we have not experienced significant raw material shortages; however, supply-chain disruptions could potentially delay or prevent us from fulfilling customer orders.

 

Cautionary Statement

 

This Form 10-Q contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially. Investors are warned that forward-looking statements involve risks and unknown factors including, but not limited to: our expectations regarding the potential impacts on our operations of the COVID-19 pandemic; our expectations regarding the potential impacts on our supply chain and on our customers of the COVID-19 pandemic; overall changes in governmental spending for military and space programs; customer cancellation or rescheduling of orders, problems affecting delivery of vendor-supplied raw materials and components, unanticipated manufacturing problems and availability of direct labor resources.

 

The Company does not intend to update the forward-looking statements contained herein, except as may be required by law.

 

 15 
 

 

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable

 

ITEM 4.CONTROLS AND PROCEDURES

 

(a)Evaluation of disclosure controls and procedures.

 

The Chief Executive Officer and Chief Financial Officer of the Company evaluated the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15) as of February 24, 2024 and, based on this evaluation, concluded that the Company’s disclosure controls and procedures are functioning in an effective manner to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

 

(b)Changes in internal controls.

 

There has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting during the three-month period ended February 24, 2024.

 

PART II - OTHER INFORMATION

 

ITEM 1.LEGAL PROCEEDINGS

 

The Company is not involved in any material current or pending legal proceedings.

 

ITEM 1ARISK FACTORS

 

Information about risk factors for the three months ended February 24, 2024 does not differ materially from that set forth in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended November 30, 2023.

 

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None

 

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4.MINE SAFETY DISCLOSURE

 

Not Applicable

 

ITEM 5.OTHER INFORMATION

 

None

 

ITEM 6.EXHIBITS

 

(a)Exhibits

 

31.1  

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2  

Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1  

Certification of Chief Executive Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002.

32.2   Certification of Chief Accounting Officer pursuant to 18 U. S. C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002.

 

 16 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.

 

 

MICROPAC INDUSTRIES, INC.

 

 

    /s/ Mark King  
April 9, 2024      
Date   Mark King  
    Chief Executive Officer  
       
       
       
    /s/ Patrick Cefalu  
April 9, 2024      
Date   Patrick Cefalu  
    Chief Financial Officer  

 

 

17