10-Q 1 sodi_10q.htm FORM 10-Q sodi_10q.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended November 30, 2023

 

or

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

 

For the transition period from _____ to _____

 

Commission File No. 001-04978

 

Solitron Devices, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

 

22-1684144

(State or Other Jurisdiction of Incorporation or Organization)

 

(I.R.S. Employer Identification No.)

 

901 Sansburys Way, West Palm Beach, Florida

 

33411

(Address of Principal Executive Offices)

 

(Zip Code)

 

(561) 848‑4311

(Registrant’s Telephone Number, Including Area Code)

 

Securities registered pursuant to Section 12(b) of the Act: None

 

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 ☒ 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 ☒ 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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)

 

Large accelerated filer

Accelerated filer

Non-accelerated filer 

Smaller reporting company

Emerging growth company

 

 

 

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 ☒

 

The number of shares of the registrant’s common stock, $0.01 par value, outstanding as of January 17, 2024 was 2,083,436.

 

 

 

SOLITRON DEVICES, INC.

 

TABLE OF CONTENTS

 

PART 1 - FINANCIAL INFORMATION

 

 

 

 

Page No.

Item

1.

Consolidated Condensed Financial Statements

 

 

 

 

 

 

Balance Sheets November 30, 2023 (unaudited) and February 28, 2023

3

 

 

 

 

 

 

Statements of Operations (unaudited) Three and Nine Months Ended November 30, 2023 and 2022

4

 

 

 

 

 

 

Statements of Changes in Stockholders’ Equity (unaudited) Three and Nine Months Ended November 30, 2023 and 2022

5

 

 

 

 

 

 

Statements of Cash Flows (unaudited) Nine Months Ended November 30, 2023 and 2022

6

 

 

 

 

 

 

Notes to Consolidated Financial Statements (unaudited)

7

 

 

 

 

Item

2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

17

 

 

    

 

Item

3.

Quantitative and Qualitative Disclosures About Market Risk

21

 

 

 

 

Item

4.

Controls and Procedures

21

 

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

 

Item

1.

Legal Proceedings

22

 

 

 

 

Item

1A

Risk Factors

22

 

 

 

 

Item

6.

Exhibits

22

 

 

 

 

Signatures

 

23

 

 
2

Table of Contents

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

 

SOLITRON DEVICES, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

AS OF NOVEMBER 30, 2023 AND FEBRUARY 28, 2023

(in thousands, except for share and per share amounts)

 

 

November 30, 2023

 

 

February 28, 2023

 

 

 

(unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

Cash and cash equivalents

 

$1,909

 

 

$1,447

 

Short-term investments, held-to-maturity

 

 

-

 

 

 

986

 

Marketable securities

 

 

670

 

 

 

1,895

 

Accounts receivable

 

 

2,728

 

 

 

784

 

Inventories, net

 

 

4,384

 

 

 

2,415

 

Prepaid expenses and other current assets

 

 

256

 

 

 

203

 

TOTAL CURRENT ASSETS

 

 

9,947

 

 

 

7,730

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

 

7,297

 

 

 

7,360

 

Right of use asset

 

 

1,730

 

 

 

-

 

Intangible asset

 

 

232

 

 

 

-

 

Other assets

 

 

271

 

 

 

14

 

TOTAL ASSETS

 

$19,477

 

 

$15,104

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

Accounts payable

 

$818

 

 

$141

 

Customer deposits

 

 

291

 

 

 

31

 

Accrued contingent consideration, current

 

 

439

 

 

 

-

 

Finance lease liability, current

 

 

1,747

 

 

 

3

 

Mortgage loan, current portion

 

 

110

 

 

 

107

 

Accrued expenses and other current liabilities

 

 

1,125

 

 

 

907

 

TOTAL CURRENT LIABILITIES

 

 

4,530

 

 

 

1,189

 

 

 

 

 

 

 

 

 

 

Accrued contingent consideration, non-current

 

 

750

 

 

 

-

 

Deferred tax liability

 

 

250

 

 

 

-

 

Mortgage loan, net of current portion

 

 

2,565

 

 

 

2,648

 

TOTAL LIABILITIES

 

 

8,095

 

 

 

3,837

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Preferred stock, $0.01 par value, authorized 500,000, none issued

 

 

-

 

 

 

-

 

Common stock, $0.01 par value, authorized 10,000,000 shares,

 

 

 

 

 

 

 

 

2,083,436 shares outstanding, net of 487,827 treasury shares

 

 

 

 

 

 

 

 

at November 30, 2023 and at February 28, 2023

 

 

21

 

 

 

21

 

Additional paid-in capital

 

 

1,834

 

 

 

1,834

 

Retained Earnings

 

 

10,939

 

 

 

10,824

 

Less treasury stock

 

 

(1,412)

 

 

(1,412)

TOTAL STOCKHOLDERS’ EQUITY

 

 

11,382

 

 

 

11,267

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$19,477

 

 

$15,104

 

 

The accompanying notes are an integral part of the unaudited consolidated condensed financial statements.

 

 
3

Table of Contents

 

SOLITRON DEVICES, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED NOVEMBER 30, 2023 AND NOVEMBER 30, 2022

(Unaudited, in thousands except for share and per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For The Three Months ended

 

 

For The Three Months ended

 

 

For The Nine Months ended

 

 

For The Nine Months ended

 

 

 

November 30, 2023

 

 

November 30, 2022

 

 

November 30, 2023

 

 

November 30, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$4,136

 

 

$584

 

 

$8,753

 

 

$4,907

 

Cost of sales

 

 

3,059

 

 

 

905

 

 

 

6,172

 

 

 

3,710

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit (loss)

 

 

1,077

 

 

 

(321)

 

 

2,581

 

 

 

1,197

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

859

 

 

 

460

 

 

 

2,015

 

 

 

1,535

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

 

218

 

 

 

(781)

 

 

566

 

 

 

(338)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

12

 

 

 

18

 

 

 

32

 

 

 

20

 

Interest expense

 

 

(55)

 

 

(27)

 

 

(108)

 

 

(82)

Dividend income

 

 

-

 

 

 

1

 

 

 

19

 

 

 

6

 

Realized gain (loss) on investments

 

 

-

 

 

 

(13)

 

 

332

 

 

 

19

 

Unrealized gain (loss) on investments

 

 

(108)

 

 

270

 

 

 

(745)

 

 

325

 

Other income

 

 

19

 

 

 

-

 

 

 

19

 

 

 

-

 

Scrap income

 

 

-

 

 

 

40

 

 

 

-

 

 

 

644

 

Total other income (loss)

 

 

(132)

 

 

289

 

 

 

(451)

 

 

932

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$86

 

 

$(492)

 

$115

 

 

$594

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per common share - basic and diluted

 

$0.04

 

 

$(0.24)

 

$0.06

 

 

$0.29

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - basic and diluted

 

 

2,083,436

 

 

 

2,083,436

 

 

 

2,083,436

 

 

 

2,083,436

 

 

The accompanying notes are an integral part of the unaudited consolidated condensed financial statements.

 

 
4

Table of Contents

 

SOLITRON DEVICES, INC.

STATEMENTS OF CHANGES IN CONSOLIDATED CONDENSED STOCKHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED NOVEMBER 30, 2023 AND NOVEMBER 30, 2022

(Unaudited, in thousands, except for number of shares)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Additional

 

 

Treasury

 

 

 

 

 

 

 

 

 

Number

 

 

Treasury

 

 

 

 

 

Paid-in

 

 

Stock

 

 

Retained

 

 

 

 

 

 

of Shares

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Amount

 

 

Earnings

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, February 28, 2022

 

 

2,571,263

 

 

 

(487,827)

 

$21

 

 

$1,834

 

 

$(1,412)

 

$9,998

 

 

$10,441

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

771

 

 

 

771

 

Balance, May 31, 2022

 

 

2,571,263

 

 

 

(487,827)

 

$21

 

 

 

1,834

 

 

$(1,412)

 

$10,769

 

 

$11,212

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

315

 

 

 

315

 

Balance, August 31, 2022

 

 

2,571,263

 

 

 

(487,827)

 

$21

 

 

$1,834

 

 

$(1,412)

 

$11,084

 

 

$11,527

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(492)

 

 

(492)

Balance, November 30, 2022

 

 

2,571,263

 

 

 

(487,827)

 

$21

 

 

$1,834

 

 

$(1,412)

 

$10,592

 

 

$11,035

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, February 28, 2023

 

 

2,571,263

 

 

 

(487,827)

 

$21

 

 

$1,834

 

 

$(1,412)

 

$10,824

 

 

$11,267

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(171)

 

 

(171)

Balance, May 31, 2023

 

 

2,571,263

 

 

 

(487,827)

 

$21

 

 

$1,834

 

 

$(1,412)

 

$10,653

 

 

$11,096

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

200

 

 

 

200

 

Balance, August 31, 2023

 

 

2,571,263

 

 

 

(487,827)

 

$21

 

 

$1,834

 

 

$(1,412)

 

$10,853

 

 

$11,296

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

86

 

 

 

86

 

Balance, November 30, 2023

 

 

2,571,263

 

 

 

(487,827)

 

$21

 

 

$1,834

 

 

$(1,412)

 

$10,939

 

 

$11,382

 

 

The accompanying notes are an integral part of the unaudited consolidated condensed financial statements.

 

 
5

Table of Contents

 

SOLITRON DEVICES, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED NOVEMBER 30, 2023 AND NOVEMBER 30, 2022

(unaudited, in thousands)

 

 

Nine Months

 

 

Nine Months

 

 

 

ended

 

 

ended

 

 

 

November 30, 2023

 

 

November 30, 2022

 

 

 

 

 

 

 

 

Net income

 

$115

 

 

$594

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

393

 

 

 

233

 

Amortization of right of use asset

 

 

14

 

 

 

-

 

Net realized and unrealized (gains) losses on investments

 

 

413

 

 

 

(344)

Accrued interest income on short-term investments

 

 

(16)

 

 

(18)

Accrued interest expense on contingent consideration

 

 

26

 

 

 

-

 

Accrued interest expense on finance lease

 

 

3

 

 

 

-

 

Changes in Operating Assets and Liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(1,171)

 

 

1,356

 

Inventories

 

 

693

 

 

 

(224)

Prepaid expenses and other current assets

 

 

(8)

 

 

(58)

Other assets, non-current

 

 

42

 

 

 

(11)

Accounts payable

 

 

481

 

 

 

163

 

Customer deposits

 

 

260

 

 

 

14

 

Accrued expenses, other current and non-current liabilities

 

 

115

 

 

 

(94)

Net cash provided by operating activities

 

 

1,360

 

 

 

1,611

 

 

 

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

 

Proceeds from sale of marketable securities

 

 

882

 

 

 

882

 

Purchases of marketable securities

 

 

(70)

 

 

(1,241)

Purchases of short-term investments

 

 

-

 

 

 

(2,494)

Maturities of short-term investments

 

 

1,000

 

 

 

-

 

Cash paid for acquisition, net of cash acquired

 

 

(2,465)

 

 

-

 

Expenditures on construction in progress

 

 

-

 

 

 

(1,814)

Purchases of property and equipment

 

 

(162)

 

 

(332)

Net cash used in investing activities

 

 

(815)

 

 

(4,999)

 

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

Payments on finance lease liabilities

 

 

(3)

 

 

(6)

Principal payments on mortgage loan

 

 

(80)

 

 

(77)

Net cash used in financing activities

 

 

(83)

 

 

(83)

 

 

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

 

462

 

 

 

(3,471)

Cash and cash equivalents - beginning of the year

 

 

1,447

 

 

 

4,088

 

Cash and cash equivalents - end of period

 

$1,909

 

 

$617

 

 

 

 

 

 

 

 

 

 

Non-cash transactions

 

 

 

 

 

 

 

 

Reclassification of construction in progress to plant property and equipment

 

$-

 

 

$2,483

 

Financing right of use asset assumed through lease liability

 

$1,744

 

 

$-

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow data

 

 

 

 

 

 

 

 

Income taxes paid

 

$-

 

 

$-

 

Interest expense paid

 

$53

 

 

$82

 

 

The accompanying notes are an integral part of the unaudited consolidated condensed financial statements.

 

 
6

Table of Contents

 

SOLITRON DEVICES, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

 

1. THE COMPANY AND OPERATIONS

 

Solitron Devices, Inc., a Delaware corporation (“Solitron,” the “Company,” “we,” “us,” or “our”), designs, develops, manufactures, and markets solid-state semiconductor components and related devices primarily for the military and aerospace markets. The Company was incorporated under the laws of the State of New York in 1959 and reincorporated under the laws of the State of Delaware in August 1987.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

The unaudited consolidated condensed financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. All intercompany accounts and transactions have been eliminated in consolidation.

 

The unaudited financial information furnished herein reflects all adjustments, consisting of normal recurring items that, in the opinion of management, are necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods. The results of operations for the three and nine months ended November 30, 2023 are not necessarily indicative of the results to be expected for the year ended February 29, 2024.

 

The information included in this Form 10-Q should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended February 28, 2023.

 

Use of estimates

The consolidated financial statements are prepared in accordance with GAAP. Preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable. The Company could have reasonably used different accounting estimates. This applies in particular to inventory and valuation allowance for deferred tax assets. Actual results could differ significantly from our estimates. To the extent that there are material differences between these estimates and actual results, the Company’s future financial statement presentation, financial condition, results of operations and cash flows will be affected. The Company believes COVID-19 had a negative impact on the Company’s bookings and net sales in fiscal 2023. The Company believes COVID-19 had a negative impact to net sales in the first quarter of fiscal 2024 due to bookings being negatively affected in fiscal 2023.

 

Cash and Cash Equivalents

Cash and cash equivalents include demand deposits and money market accounts. The Company considers any short-term, highly liquid investments with maturities of three months or less as cash and cash equivalents.

 

 
7

Table of Contents

 

Short-term Investments, Held-to-Maturity Investments

Short-term investments consisted of certificates of deposit and U.S. Treasury securities. The U.S. Treasury securities are classified as held to maturity, mature in less than twelve months, and are reported at amortized cost which approximates fair value of $0 as of November 30, 2023 due to maturity, and $986,000 as of February 28, 2023.

 

Investment in Marketable Securities

Investment in Marketable Securities includes investments in common stocks and bonds. Investments in securities are reported at fair value with changes in unrecognized gains or losses included in other income on the consolidated condensed statements of operations.

 

The following table summarizes investments in marketable securities at:

 

November 30, 2023

 

 

 

 

Gross

 

 

Gross

 

 

 

 

Marketable Securities:

 

Cost

 

 

Unrealized Gains

 

 

Unrealized Losses

 

 

Fair Value

 

Common Stocks

 

$512,000

 

 

$190,000

 

 

$(32,000)

 

$670,000

 

 

February 28, 2023

 

 

 

 

Gross

 

 

Gross

 

 

 

 

Marketable Securities:

 

Cost

 

 

Unrealized Gains

 

 

Unrealized Losses

 

 

Fair Value

 

Common Stocks

 

$992,000

 

 

$930,000

 

 

$(27,000)

 

$1,895,000

 

 

At November 30, 2023 and February 28, 2023, the deferred tax liability related to unrealized gains and losses on short-term investments was approximately $33,000 and $229,000, respectively.

 

Fair Value of Financial Instruments

Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures”, defines “fair value” as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also sets forth a valuation hierarchy of the inputs (assumptions that market participants would use in pricing an asset or liability) used to measure fair value. This hierarchy prioritizes the inputs into the following three levels:

 

Level 1:

 

Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets.

Level 2:

 

Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3:

 

Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

 

The table below shows the Company’s marketable securities as of November 30, 2023 and February 28, 2023:

 

November30, 2023

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Common Stocks

 

$670,000

 

 

$-

 

 

$-

 

 

$670,000

 

 

February 28, 2023

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Common Stocks

 

$1,895,000

 

 

$-

 

 

$-

 

 

$1,895,000

 

 

The carrying amounts of the Company’s short-term financial instruments, including accounts receivable, accounts payable, accrued expenses and other liabilities approximate their fair value due to the relatively short period to maturity for these instruments.  The carrying value of long-term debt approximates fair value since the related rates of interest approximate current market rates.

 

Accounts Receivable

Accounts receivable consists of unsecured credit extended to the Company’s customers in the ordinary course of business.  The Company reserves for any amounts deemed to be uncollectible based on past collection experiences and an analysis of outstanding balances, using an allowance account.  Any expected losses related to trade receivables as of November 30, 2023 and February 28, 2023 were determined to be immaterial.  The accounts receivable balance as of November 30, 2023, February 28, 2023, and February 28, 2022 was $2,728,000, $784,000, and $1,591,000, respectively.

 

 
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Shipping and Handling

Shipping and handling costs billed to customers are recorded in net sales.  Shipping costs incurred by the Company are recorded in cost of sales.

 

Inventories

Inventories are stated at the lower of cost and net realizable value.  Cost is determined using the “first-in, first-out” (FIFO) method.  The Company buys raw material only to fill customer orders.  Excess raw material is created only when a vendor imposes a minimum quantity buy in excess of actual requirements.  Such excess material will usually be utilized to meet the requirements of the customer’s subsequent orders.  If excess material is not utilized after two fiscal years, it is fully reserved.  Any inventory item once designated as reserved is carried at zero value in all subsequent valuation activities. 

 

The Company does not classify a portion of inventories as non-current since we cannot reasonably estimate based on the length of our operating cycle which items will or will not be used within twelve months.

 

The Company’s inventory valuation policy is as follows:

 

Raw material /Work in process:

 

All material acquired or processed in the last two fiscal years is valued at the lower of its acquisition cost or net realizable value, except for wafers which function under a three- year policy.  All material not used after two fiscal years is fully reserved for except wafers which were reserved for after three years.  All raw wafers were fully reserved for when the wafer fab was decommissioned. Finished wafers produced in our former wafer fab are stored in the wafer bank and are considered work-in-process. Raw material in excess of five years’ usage that cannot be restocked, and slow-moving work in process are reserved for.

 

 

 

Finished goods:  

 

All finished goods with firm orders for later delivery are valued at the lower of cost or net realizable value.  All finished goods with no orders are fully reserved.

 

 

 

Direct labor costs: 

 

Direct labor costs are allocated to finished goods and work in process inventory based on engineering estimates of the number of man-hours required from the different direct labor departments to bring each device to its particular level of completion.

 

Property, Plant, Equipment, and Leasehold Improvements

Property, plant, and equipment is recorded at cost. Major renewals and improvements are capitalized, while maintenance and repairs that do not extend their expected life are expensed as incurred. Depreciation is provided on a straight-line basis over the estimated useful lives of the related assets. Leasehold improvements are amortized over the shorter of the lease term or the lives of the related assets:

 

Building

39 years

Building Improvements

15 years

Leasehold Improvements

Shorter of 10 years or life of lease

Machinery and Equipment

5 years

 

Concentrations of Credit Risk

Financial instruments, which potentially subject the Company to concentration of credit risk, consist principally of cash and account receivables.  The Company places its cash with high credit quality institutions.  At times, such amounts may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limits.  The Company has not experienced any losses in such accounts and believes that it is not exposed to any significant credit risk on the accounts.  As of November 30, 2023, all non-interest bearing checking accounts were FDIC insured to a limit of $250,000. Deposits in excess of FDIC insured limits were approximately $573,000 at November 30, 2023, as compared to $129,000 at February 28, 2023.  With respect to the account receivables, most of the Company’s products are custom made pursuant to contracts with customers whose end-products are sold to the United States Government.  The Company performs ongoing credit evaluations of its customers’ financial condition and maintains allowances for potential credit losses.  Actual losses and allowances have historically been within management’s expectations. 

 

 
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Net Income (Loss) Per Common Share

Net income (loss) per common share is presented in accordance with ASC 260-10 “Earnings per Share.”  Basic earnings per common share are computed using the weighted average number of common shares outstanding during the period.  Diluted earnings per common share incorporate the incremental shares issuable upon the assumed exercise of stock options to the extent they are not anti-dilutive using the treasury stock method.  The Company had no common stock equivalents outstanding during the three and nine months ended November 30, 2023 and November 30, 2022; therefore, there is no effect from dilution on earnings per share.

 

Revenue Recognition

The Company records revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers,” which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods and services to customers.  Revenue is recognized at a point in time, generally upon shipment of products to customers.

 

The core principle of the guidance in ASC Topic 606 is that an entity 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.

 

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

 

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

 

The Company designs, develops, manufactures and markets solid-state semiconductor components and related devices. The Company’s products are used as components primarily in the military, aerospace and medical markets.

 

The Company’s revenues are from purchase orders and/or contracts with customers associated with 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.

 

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.

 

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’s 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.

 

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, performance obligations are determined, and we recognize revenue at the point in time in which each performance obligation is fully satisfied.

 

We recognize revenue on sales to distributors when the distributor takes control of the products ("sold-to" model).  We have agreements with distributors that allow distributors a limited credit for unsaleable products, which we refer to as a "scrap allowance." Consistent with industry practice, we also have a "stock, ship and debit" program whereby we consider requests by distributors for credits on previously purchased products that remain in distributors' inventory, to enable the distributors to offer more competitive pricing.  We have contractual arrangements whereby we provide distributors with protection against price reductions initiated by us after product is sold by us to the distributor and prior to resale by the distributor.  In addition, we have a termination clause in one of our distributor agreements that would allow for a full credit for all inventory upon 60 days’ notice of terminating the agreement.

 

 
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We recognize the estimated variable consideration to be received as revenue and record a related accrued expense for the consideration not expected to be received, based upon an estimate of product returns, scrap allowances, "stock, ship and debit" credits, and price protection credits that will be attributable to sales recorded through the end of the period.  We make these estimates based upon sales levels to our customers during the period, inventory levels at the distributors, current and projected market conditions, and historical experience under the programs.  Our estimates require the exercise of significant judgments.  We believe that we have a reasonable basis to estimate future credits under the programs.

 

Related Party Transactions

The Company currently purchases and has purchased in the past die and wafers, as specified by the Company's customers, from ES Components.  Dwight Aubrey, a director of the Company, is a minority owner of ES Components, and an immediate family member of Mr. Aubrey is the majority owner of ES Components. For the three and nine months ended November 30, 2023, the Company purchased $24,276 of die and $0 of used equipment and $57,312 of die and $0 of used equipment from ES Components, respectively.  For the three and nine months ended November 30, 2022, the Company purchased $24,276 of die and $0 of used equipment and $109,892 of die and $0 of used equipment from ES Components, respectively. The Company has included the expenses related to die in cost of goods sold in the accompanying statement of operations. The Company occasionally makes sales to ES Components.  For the nine months ended November 30, 2023 and November 30, 2022, sales were $0.

 

Stock Based Compensation

The Company records stock-based compensation in accordance with the provisions of ASC Topic 718, "Compensation-Stock Compensation," which establishes accounting standards for transactions in which an entity exchanges its equity instruments for goods or services.  Under ASC Topic 718, the Company recognizes an expense for the fair value of outstanding stock options and grants as they vest, whether held by employees or others.  No vesting of stock options or grants occurred during the three and nine months ended November 30, 2023 or November 30, 2022.

 

Recent 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 significantly changes the impairment model for most financial instruments. Current guidance requires the recognition of credit losses based on an incurred loss impairment methodology that reflects losses once the losses are probable. Under the new standard, the Company will be required to use a current expected credit loss model (“CECL”) that will immediately recognize an estimate of credit losses that are expected to occur over the life of the consolidated financial instruments that are in the scope of this update, including trade receivables. The CECL model uses a broader range of reasonable and supportable information in the development of credit loss estimates. The Company adopted the new guidance on a modified retrospective basis beginning with its first fiscal quarter of 2024. The Company estimates its expected credit losses based on the expected losses on its receivables based on a variety of data, including current economic conditions in the Company’s industry and the credit status of the Company’s customers.  The adoption of this guidance did not have a material impact on our consolidated financial statements.

 

The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying consolidated financial statements.

 

3. REVENUE RECOGNITION

 

As of November 30, 2023, and February 28, 2023, sales returns and allowances accrual activity is shown below:

 

 

 

November 30, 2023

 

 

February 28, 2023

 

Beginning Balance

 

$471,000

 

 

$471,000

 

Accrued Allowances

 

 

-

 

 

 

-

 

Credits Issued

 

 

-

 

 

 

-

 

Ending Balance

 

$471,000

 

 

$471,000

 

 

As noted in Note 2 above, one of our distributor agreements has a termination clause that would allow for a full credit for all inventory upon 60 days’ notice of terminating the agreement. As of November 30, 2023, and February 28, 2023, the inventory balance at that distributor was believed to be $1,549,000 and $1,784,000, respectively. Based upon sales levels to and by the distributor during the period, inventory levels at the distributors, current and projected market conditions, and historical experience under the programs, we believe it is highly unlikely that the distributor would exercise termination. Should termination occur, we believe the products could be sold to other distributors or held in inventory for future sale.

 

 
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The Company warrants that its products, when delivered, will be free from defects in material workmanship under normal use and service. The obligations are limited to replacing, repairing, or reimbursing for, at the option of the Company, any products that are returned within one year after the date of shipment. The Company does not reserve for potential warranty costs based on historical experience and the nature of its cost tracking system.

 

4. INVENTORIES

 

As of November 30, 2023, inventories consisted of the following:

 

 

 

Gross

 

 

Reserve

 

 

Net

 

Raw Materials

 

$2,148,000

 

 

$(446,000)

 

$1,702,000

 

Work-In-Process

 

 

5,697,000

 

 

 

(3,874,000)

 

 

1,823,000

 

Finished Goods

 

 

1,323,000

 

 

 

(464,000)

 

 

859,000

 

Totals

 

$9,168,000

 

 

$(4,587,000)

 

$4,384,000

 

 

As of February 28, 2023, inventories consist of the following:

 

 

 

Gross

 

 

Reserve

 

 

Net

 

Raw Materials

 

$1,329,000

 

 

$(460,000)

 

$869,000

 

Work-In-Process

 

 

5,215,000

 

 

 

(3,800,000)

 

 

1,415,000

 

Finished Goods

 

 

597,000

 

 

 

(466,000)

 

 

131,000

 

Totals

 

$7,141,000

 

 

$(4,726,000)

 

$2,415,000

 

 

Wafer bank inventory (completed wafers that are available to be consumed in the Company’s products), net of reserves, totaled approximately $369,000 as of November 30, 2023 and $589,000 as of February 28, 2023. As of November 30, 2023, 100% of the wafer bank inventory consisted of wafers manufactured between calendar year 2018 and 2022. We do not expect all of our wafer inventory to be consumed within twelve months; however, since it is not possible to know which wafers will or will not be used, we classify all our inventory as current.

 

5. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

 

As of November 30, 2023, and February 28, 2023, accrued expenses and other current liabilities consisted of the following:

 

 

 

November 30, 2023

 

 

February 28, 2023

 

Payroll and related employee benefits

 

$399,000

 

 

$363,000

 

Legal fees

 

 

103,000

 

 

 

3,000

 

Property, sales, income and franchise taxes

 

 

96,000

 

 

 

20,000

 

Return allowance

 

 

471,000

 

 

 

471,000

 

Other liabilities

 

 

56,000

 

 

 

50,000

 

Totals

 

$1,125,000

 

 

$907,000

 

 

6. DISAGGREGATION OF REVENUE AND MAJOR CUSTOMERS

 

Revenues from domestic and export sales are attributed to a global geographic region according to the location of the customer’s primary manufacturing or operating facilities. Revenues from domestic and export sales to unaffiliated customers for the three months ended November 30, 2023 and November 30, 2022, respectively, are as follows:

 

 
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Geographic Region

 

November 30, 2023

 

 

November 30, 2022

 

Europe and Australia

 

$1,000

 

 

$-

 

Canada and Latin America

 

 

1,000

 

 

 

1,000

 

Far East and Middle East

 

 

-

 

 

 

-

 

United States

 

 

4,134,000

 

 

 

583,000

 

Totals

 

$4,136,000

 

 

$584,000

 

 

Revenues from domestic and export sales to unaffiliated customers for the nine months ended November 30, 2023 and November 30, 2022, respectively are as follows:

 

Geographic Region

 

November 30, 2023

 

 

November 30, 2022

 

Europe and Australia

 

$4,000

 

 

$459,000

 

Canada and Latin America

 

 

2,000

 

 

 

20,000

 

Far East and Middle East

 

 

-

 

 

 

-

 

United States

 

 

8,747,000

 

 

 

4,428,000

 

Totals

 

$8,753,000

 

 

$4,907,000

 

 

For the three months ended November 30, 2023 and November 30, 2022, approximately 64% and 68%, respectively, of the Company’s sales are attributable to contracts with customers whose products are sold to the United States government.  The remaining 36% and 32%, respectively of sales are for non-military, scientific and industrial applications, or to distributors where we do not have end user information.

 

For the nine months ended November 30, 2023 and November 30, 2022, approximately 78% and 78%, respectively, of the Company’s sales are attributable to contracts with customers whose products are sold to the United States government.  The remaining 22% and 22%, respectively of sales are for nonmilitary, scientific and industrial applications, or to distributors where we do not have end user information.

 

Customers who contributed ten percent or more of revenues for the three months ended November 30, 2023 and November 30, 2022, respectively are as follows:

 

Customer

 

November 30, 2023

 

 

Customer

 

November 30, 2022

 

1. ConMed

 

 

29%

 

1. RTX (Raytheon)

 

 

54%

2. RTX (Raytheon)

 

 

28%

 

2. Avnet/USI Electronics

 

 

16%

3. L3Harris

 

 

19%

 

3. All Tech Electronics

 

 

15%

 

 

 

 

 

 

 

 

 

 

 

Totals

 

 

76%

 

Totals

 

 

85%

 

Customers who contributed ten percent or more of revenues for the nine months ended November 30, 2023 and November 30, 2022, respectively are as follows:

 

Customer

 

November 30, 2023

 

 

Customer

 

November 30, 2022

 

1. RTX (Raytheon)

 

 

39%

 

1. Raytheon

 

 

43%

2. L3Harris

 

 

17%

 

 

 

 

 

 

3. ConMed

 

 

14%

 

 

 

 

 

 

Totals

 

 

70%

 

Totals

 

 

43%

 

7. MAJOR SUPPLIERS

 

Suppliers who accounted for 10% or more of purchases of production materials for the three months ended November 30, 2023 and November 30, 2022, respectively are as follows:

 

Supplier

 

November 30, 2023

 

 

Supplier

 

November 30, 2022

 

1. Ametek Engineered Materials

 

 

23%

 

1. Platronics Seals

 

 

23%

2. Stellar

 

 

20%

 

2. Stellar

 

 

18%

 

 

 

 

 

 

3. Wuxi Streamtek

 

 

17%

 

 

 

 

 

 

4. Electrovac Hacht & Huber

 

 

10%

Totals

 

 

43%

 

Totals

 

 

68%

 

 
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Suppliers who accounted for 10% or more of the cost of production materials for the nine months ended November 30, 2023 and November 30, 2022, respectively are as follows:

 

Supplier

 

November 30, 2023

 

 

Supplier

 

November 30, 2022

 

1. Stellar

 

 

20%

 

1. Stellar

 

 

17%

2. Wuxi Streamtek

 

 

17%

 

3. Platronics Seals

 

 

17%

3. Ametek Engineered Materials

 

 

13%

 

3. Wuxi Streamtek

 

 

15%

4. Platronics Seals

 

 

10%

 

4. ES Components

 

 

12%

Totals

 

 

60%

 

Totals

 

 

61%

 

8. ACQUISITION OF MICRO ENGINEERING, INC.

 

Effective September 1, 2023 (the “Closing Date”) the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) by and among the Company, Micro Engineering, Inc., a Florida corporation (“MEI”) and the shareholders of MEI (collectively, the “MEI Shareholders”), pursuant to which the Company agreed to purchase all the outstanding capital stock of MEI for a purchase price of $3,000,000, subject to adjustment, in addition to the potential earn-out payments, as described in more detail in the paragraph that follows (the “Acquisition”). As a result of the Acquisition, MEI, which is engaged in the production and sale of electronic components primarily for the medical industry in the State of Florida, became a wholly-owned subsidiary of the Company.

 

In addition, under the Purchase Agreement the Company agreed to the following potential earn-out payments as additional consideration for the Acquisition: for each of (1) the period beginning on the Closing Date and ending on December 31, 2023, (2) the calendar year ending on December 31, 2024, (3) the calendar year ending December 31, 2025, and (3) the period beginning on January 1, 2026 and ending on the third anniversary of the Closing Date, the Company agreed to pay the MEI Shareholders 7.5% of the gross revenue actually received and collected by the Company during the applicable period from MEI’s existing customers as of the Closing and related to sales by the Company of Company products that were in existence as of the Closing. The estimated fair value of the contingent consideration as of November 30, 2023 was $1,189,000.

 

During the fiscal third quarter ended November 30, 2023, the Company incurred $200,000 of transaction-related expenses for the acquisition of MEI, which have been expensed in the consolidated condensed statement of operations.

 

The Company accounted for the acquisition as a business combination under Accounting Standards Codification (“ASC”) 805, Business Combinations. At the date of the acquisition and of this Quarterly Report on Form 10-Q, management has not yet finalized its valuation analysis. The fair values of the assets acquired, as set forth below, are considered provisional and subject to adjustment as additional information is obtained through the purchase price measurement period (a period of up to one year from the closing date). Deferred taxes are being reviewed and analyzed to determine their realizability and are subject to change.  Intangible assets recorded represent customer relationship assets which we estimate to have a three year life and the value may change based on the final valuation report.  Any prospective adjustments would change the fair value allocation as of the acquisition date. The Company is still in the process of reviewing underlying models, assumptions and discount rates used in the valuation of provisional goodwill and intangible assets. The following table summarizes the provisional fair value of the assets acquired and liabilities assumed on the date of acquisition, and is as follows:

 

 
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Pro forma

 

 

 

Consolidated

 

 

 

(unaudited)

 

Assets Acquired

 

 

 

Cash and cash equivalents

 

$535

 

Accounts receivable

 

 

773

 

Inventories, net

 

 

2,662

 

Prepaid expenses and other current assets

 

 

299

 

Property, plant and equipment, net

 

 

147

 

Other assets

 

 

-

 

Total assets acquired

 

$4,416

 

 

 

 

 

 

Liabilities Assumed

 

 

 

 

Accounts payable

 

$90

 

Accrued expenses and other current liabilities

 

 

105

 

Deferred tax liability

 

 

205

 

Total liabilities assumed

 

 

400

 

 

 

 

 

 

Intangibles

 

 

253

 

 

 

 

 

 

Total purchase price

 

$4,269

 

 

Consideration Transferred

 

 

 

Cash

 

$3,000

 

Working capital adjustment

 

 

106

 

Contingent consideration

 

 

1,163

 

Total consideration

 

$4,269

 

 

Pro Forma Condensed Combined Financial Information (Unaudited) (In thousands)

 

The following presents the Company’s unaudited pro forma financial information for the three and nine months ended November 30, 2023 and 2022, respectively, giving effect to the acquisition of MEI as if it had occurred at March 1, 2022. Included in the pro forma information is: adjustments to recognize transaction-related costs related to the acquisition of MEI and fair value adjustment to inventory as if acquired during the quarter ended February 28, 2022.

 

 

 

For the

 

 

For the

 

 

For the

 

 

 

three months ended

 

 

nine months ended

 

 

nine months ended

 

 

 

November 30, 2022

 

 

November 30, 2023

 

 

November 30, 2022

 

Revenue

 

 

2,284

 

 

 

11,590

 

 

 

9,676

 

Net Income

 

 

50

 

 

 

621

 

 

 

1,482

 

Diluted net income per share

 

$0.02

 

 

$0.30

 

 

$0.71

 

 

The pro forma financial information is for informational purposes only and does not purport to present what the Company’s results would actually have been had the transaction actually occurred on the dates presented or to project the combined company’s results of operations or financial position for any future period. The consolidated condensed statements of operations for the three months ended November 30, 2023 includes net sales of $1,412,000 from MEI and operating loss of $287,000.

 

9. COMMITMENTS AND CONTINGENCIES

 

Finance leases:

During fiscal 2021 the Company entered into a 36-month finance lease for $27,000 of computer equipment. The Company does not consider the lease to be material to the Company’s consolidated financial statements. As of November 30, 2023, and February 28, 2023, the carrying value of the asset was $0 and $3,000, respectively, and was included in Property, plant and equipment on the consolidated condensed balance sheets.

 

 
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In connection with the Acquisition of MEI, the Company also entered into a Lease Agreement pursuant to which it agreed to lease the facility occupied by MEI, consisting of approximately 10,926 square feet of useable office and production space in Orange County, Florida for $10,650 per month. The Lease Agreement has an initial term of three years, with two five-year renewal options. The Lease Agreement also provides the Company with an option to purchase the leased property for $1,750,000 at any time before the six-month anniversary of the Lease Agreement. If the Company does not exercise this purchase option prior to its expiration, the monthly rent will increase to $15,000 per month, such increased rent will also be applied retroactively to the initial six months of the lease term.

 

Under ASC 842-10-25-2 there are five criteria to determine if a lease is a finance lease, one of those criteria is if a purchase option is reasonably certain to be exercised.  Currently, the purchase option is likely to be exercised thus we have treated the lease as a finance lease and included the purchase price of $1,750,000 as a current liability.

 

 

 

November 30, 2023

 

Fiscal Year Ending February 29

 

Amount

 

2024

 

$1,782,000

 

Total Future Undiscounted Cash Flows

 

 

1,782,000

 

Less Imputed Interest to be recognized in lease expense

 

 

35,000

 

Finance Lease Liabilities, as reported

 

$1,747,000

 

 

Balance Sheet Classification

 

November 30, 2023

 

Assets

 

 

 

Finance lease right-of-use assets, September 1, 2023

 

$1,744,000

 

Amortization for the three months ended November 30, 2023

 

 

14,000)

Total finance lease right-of-use asset, November 30, 2023

 

$1,730,000

 

Liabilities

 

 

 

 

Current

 

 

 

 

Finance lease liability, short-term

 

$1,747,000

 

Non-current

 

 

 

 

Finance lease liability, long-term

 

 

-

 

Total lease liabilities

 

$1,747,000

 

 

Contingencies:

We may from time to time become a party to various legal proceedings arising in the ordinary course of business. As of November 30, 2023, we had no known material current, pending, or threatened litigation.

 

10. NOTES PAYABLE

 

On April 16, 2021, the Company closed on the acquisition of a facility and real estate located in West Palm Beach, Florida for a purchase price of $4,200,000 pursuant to the Commercial Contract entered into on March 1, 2021. In connection with the acquisition, the Company obtained mortgage financing from Bank of America, N.A. (the “Bank”) in the amount of $2,940,000 to fund that portion of the total purchase price, and entered into the Master Credit Agreement, a Note, a Mortgage, Assignment of Rents, Security Agreement and Fixture Filing and Financial Covenant Agreement (the “FCA”). The loan accrues interest at a fixed rate of 3.8% per year and matures on April 15, 2031. Beginning on May 15, 2021 the Company began making monthly installments of $17,593 consisting of principal and interest. The payment and performance of the loan is secured by a security interest in the property acquired. The Master Credit Agreement contains certain representations and warranties, undertakings and events of default customary for these types of agreements. Additionally, under the terms of the FCA, the Company has agreed to maintain a fixed charge coverage ratio of at least 1.15:1.0, calculated at the end of each fiscal year, using the results of the twelve-month period ending with that reporting period, and has agreed to maintain on a consolidated basis a minimum of no less than $1,000,000 of unrestricted, unencumbered liquid assets.

 

On June 29, 2022, the Company received notification from the Bank that it had elected to suspend certain financial and reporting requirements set forth in the FCA. Specifically, the Bank elected on a going forward basis to suspend measurement of any of the following financial covenants to the extent they are included in Section 2.1, ‘Financial Covenants’ of the FCA: Tangible Net Worth; Debt Service Coverage Ratio; Fixed Charge Coverage Ratio; Asset Coverage Ratio; Funded Debt to EBITDA; and/or Liquidity. In addition, the Bank elected to suspend the requirements in the FCA, if any, for the submission of financial statements and information by the Company on a periodic basis as specified in Section 2.4, ‘Financial Information’ of the FCA. The Bank reserves the right in its sole discretion to require the Company to resume delivery of financial statements and other information and to evidence compliance with the financial covenant requirements as currently provided in the FCA.

 

11. STOCKHOLDERS’ EQUITY

 

Repurchase Program

 

The Board of Directors has authorized a stock repurchase program of up to $1.0 million of its outstanding common stock. Purchases under the program may be made through the open market or privately negotiated transactions as determined by the Company’s management, and in accordance with the requirements of the Securities and Exchange Commission. The timing and actual number of shares repurchased will depend on variety of factors including price, corporate and regulatory requirements and other conditions.

 

The Company did not repurchase any shares under the stock repurchase program during the nine months ended November 30, 2023 or November 30, 2022.

 

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

 

Solitron Devices, Inc., a Delaware corporation (the “Company” or “Solitron”), designs, develops, manufactures and markets solid-state semiconductor components and related devices primarily for the military and aerospace markets. The Company manufactures a large variety of bipolar and metal oxide semiconductor (“MOS”) power transistors, power and control hybrids, junction and power MOS field effect transistors and other related products. Most of the Company’s products are custom made pursuant to contracts with customers whose end products are sold to the United States government. Other products, such as Joint Army/Navy transistors, diodes and Standard Military Drawings voltage regulators, are sold as standard or catalog items.

 

As disclosed under Note 8 to Unaudited Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q, effective September 1, 2023 the Company completed the Acquisition of MEI. As a result of the Acquisition, MEI, which is engaged in the production and sale of electronic components primarily for the medical industry in the State of Florida, became a wholly-owned subsidiary of the Company.

 

The following discussion and analysis of factors which have affected the Company's financial position and operating results during the periods included in the accompanying unaudited condensed financial statements should be read in conjunction with the Audited Financial Statements and the related Notes to Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Annual Report on Form 10-K for the year ended February 28, 2023 and the Unaudited Consolidated Financial Statements and the related Notes to Unaudited Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q.

 

Critical Accounting Estimates:

 

The discussion and analysis of our financial condition and results of operations are based upon the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q which are prepared in accordance with GAAP. Preparing consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. See Note 2 in the consolidated financial statements for the Company’s significant accounting policies. Of the Company’s accounting policies, the following are considered to be critical – Revenue Recognition and Inventories.  A discussion of these critical accounting policies is included in Note 2 of the “Notes To Financial Statements” in Item 8 of our Annual Report on Form 10-K for the fiscal year ended February 28, 2023.

 

See Note 2, “Summary of Significant Accounting Policies”, to the accompanying notes to the consolidated financial statements included in this Quarterly Report on 10-Q.

 

Results of Operations-Three Months Ended November 30, 2023 Compared to Three Months Ended November 30, 2022:

 

Net Sales. Net sales for the three months ended November 30, 2023 increased 608% to $4,136,000 as compared to $584,000 for the three months ended November 30, 2022. The increase in net sales was largely due to the acquisition of MEI and production being curtailed due to the company relocating to its new facility during the three months ended November 30, 2022 along with associated startup delays.

 

 
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Net bookings for the three months ended November 30, 2023 increased 115% to $4,842,000 versus $2,257,000 during the three months ended November 30, 2022. Backlog as of November 30, 2023 increased 102% to $12,986,000 as compared to a backlog of $6,430,000 as of November 30, 2022.

 

Cost of Sales. Cost of sales for the three months ended November 30, 2023 increased to $3,059,000 from $905,000 for the three months ended November 30, 2022, due to increased raw materials and labor costs associated with increased net sales. Included in cost of sales is $494,000 non-cash impact due to MEI’s inventory having been valued at fair value at the time of the acquisition. Expressed as a percentage of net sales, cost of sales decreased to 74% for the three months ended November 30, 2023 from 155% for the three months ended November 30, 2022.

 

Gross Profit (Loss). Gross profit (loss) for the three months ended November 30, 2023 increased to $1,077,000 from ($321,000) for the three months ended November 30, 2022, due primarily to increased net sales. Accordingly, gross margins expressed as a percentage of net sales increased to 26% for the three months ended November 30, 2023 as compared to (55%) for the three months ended November 30, 2022.

 

For the three months ended November 30, 2023, we shipped 20,733 units as compared to 6,130 units shipped during the same period of the prior year.  It should be noted that since we manufacture a wide variety of products with an average sales price ranging from a few dollars to several hundred dollars, such periodic variations in our volume of units shipped should not be regarded as a reliable indicator of our performance.

 

Selling, General & Administrative Expenses. Selling, general, and administrative expenses increased to $859,000 for the three months ended November 30, 2023 from $460,000 for the same period in the prior year.  The increase was due to acquisition related expenses, primarily professional fees and legal expenses, of $200,000 and $96,000 of expenses at MEI, as compared to zero in the prior year period.  During the three months ended November 30, 2023, selling, general and administrative expenses as a percentage of net sales increased to 21% as compared to 79% for the three months ended November 30, 2022. 

 

Operating Income (Loss).  Operating income (loss) for the three months ended November 30, 2023 increased to $218,000 as compared to operating income (loss) of ($781,000) for the three months ended November 30, 2022.  This increase is due primarily to increased net sales as described above, partially offset by $494,000 of non-cash cost of goods sold impact due to the MEI acquisition fair value inventory adjustment and $200,000 of acquisition related expenses.

 

Other Income (Loss).  Interest income decreased to $12,000 for the three months ended November 30, 2023 as compared to $18,000 for the three months ended November 30, 2022.  Interest expense increased to ($55,000) for the three months ended November 30, 2023 as compared to ($27,000) for the three months ended November 30, 2022 due to non-cash interest on the accrued contingent consideration.  Dividend income was $0 for the three months ended November 30, 2023 as compared to $1,000 for the three months ended November 30, 2022.  Realized gains (losses) on investments for the three months ended November 30, 2023 decreased to $0 as compared to a loss of ($13,000) for the three months ended November 30, 2022.  Unrealized gains (losses) on investments for the three months ended November 30, 2023 were a loss of ($108,000) as compared to a gain of $270,000 for the three months ended November 30, 2022.  Other income was $19,000 for the three months ended November 30, 2023 versus $0 for the three months ended November 30, 2022.  Income from the sale of scrap was $0 for the three months ended November 30, 2023 as compared to $40,000 for the three months ended November 30, 2022.

 

Net Income (Loss).  Net income (loss) for the three months ended November 30, 2023 increased to $86,000 as compared to net income (loss) of ($492,000) for the three months ended November 30, 2022.  This increase is due primarily to increased net sales as described above partially offset by sale of certain MEI related inventory at fair value and acquisition related expenses.

 

Results of Operations-Nine Months Ended November 30, 2023 Compared to Nine Months Ended November 30, 2022

 

Net Sales.  Net sales for the nine months ended November 30, 2023 increased 78% to $8,753,000 as compared to $4,907,000 for the nine months ended November 30, 2022.  The increase in net sales was largely due to normal production levels after moving to the new facility in the prior year period and the acquisition of MEI.   

 

Net bookings for the nine months ended November 30, 2023 increased 54% to $10,611,000 versus $6,871,000 during the nine months ended November 30, 2022.  Backlog as of November 30, 2023 increased 102% to $12,986,000 as compared to a backlog of $6,430,000 as of November 30, 2022. 

 

Cost of Sales.  Cost of sales for the nine months ended November 30, 2023 increased to $6,172,000 from $3,710,000 for the nine months ended November 30, 2022, due to increased raw materials and labor costs associated with increased net sales.  Expressed as a percentage of net sales, cost of sales decreased to 71% for the nine months ended November 30, 2023 from 76% for the nine months ended November 30, 2022. 

 

 
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Gross Profit.  Gross profit for the nine months ended November 30, 2023 increased to $2,581,000 from $1,197,000 for the nine months ended November 30, 2022, due primarily to increased net sales.  Accordingly, gross margins expressed as a percentage of net sales increased to 29% for the nine months ended November 30, 2023 as compared to 24% for the nine months ended November 30, 2022.

 

For the nine months ended November 30, 2023, we shipped 55,878 units as compared to 39,012 units shipped during the same period of the prior year.  It should be noted that since we manufacture a wide variety of products with an average sales price ranging from a few dollars to several hundred dollars, such periodic variations in our volume of units shipped should not be regarded as a reliable indicator of our performance.

 

Selling, General & Administrative Expenses.  Selling, general, and administrative expenses increased to $2,015,000 for the nine months ended November 30, 2023 from $1,535,000 for the same period in the prior year.  The increase was primarily due to acquisition related expenses, primarily legal and professional fees, of approximately $200,000, and $96,000 of expenses at MEI.  During the nine months ended November 30, 2023, selling, general and administrative expenses as a percentage of net sales decreased to 23% as compared to 31% for the nine months ended November 30, 2022. 

 

Operating Income/Loss.  Operating income (loss) for the nine months ended November 30, 2023 increased to $566,000 as compared to operating loss of ($338,000) for the nine months ended November 30, 2022.  This increase is due primarily to increased net sales as described above.

 

Other Income.  Interest income increased to $32,000 for the nine months ended November 30, 2023 as compared to $20,000 for the nine months ended November 30, 2022.  Interest expense increased to ($108,000) for the nine months ended November 30, 2023 as compared to $(82,000) for the nine months ended November 30, 2022.  Dividend income increased to $19,000 for the nine months ended November 30, 2023 as compared to $6,000 for the nine months ended November 30, 2022.  Realized gains on investments for the nine months ended November 30, 2023 increased to $332,000 as compared to $19,000 for the nine months ended November 30, 2022.  Unrealized gains (loss) on investments for the nine months ended November 30, 2023 were ($745,000) as compared to $325,000 for the nine months ended November 30, 2022.  Other income was $19,000 in the nine months ended November 30, 2023 as compared to $0 for the nine months ended November 30, 2022.  Income from the sale of scrap was $0 for the nine months ended November 30, 2023 as compared to $644,000 in the nine months ended November 30, 2022.

 

Net Income.  Net income for the nine months ended November 30, 2023 decreased to $115,000 as compared to net income of $594,000 for the nine months ended November 30, 2022.  This decrease is due primarily to decreased other income as described above, partially offset by increased net sales and operating income due to increased net sales.

 

Liquidity and Capital Resources:

 

Operating Activities:

Net cash provided by operating activities was $1,357,000 for the nine months ended November 30, 2023 primarily reflecting net income of $115,000, a decrease in inventories of $693,000, an increase in accounts payable of $481,000, net realized and unrealized losses on investments of $413,000, and depreciation and amortization of $393,000, partially offset by an increase in accounts receivable of ($1,171,000). 

 

Net cash provided by operating activities was $1,605,000 for the nine months ended November 30, 2022 primarily reflecting net income of $594,000, a decrease in accounts receivable of $1,356,000, and depreciation and amortization of $233,000, partially offset by net realized and unrealized gains on investments of $344,000 and an increase in inventories of $224,000. 

 

Investing Activities:

Net cash used in investing activities was ($815,000) for the nine months ended November 30, 2023 principally reflecting ($2,465,000) in cash paid for an acquisition, net of cash acquired, ($162,000) in purchases of property, plant and equipment, and ($70,000) in purchases of marketable securities, partially offset by $1,000,000 in maturities of short-term investments, $882,000 in proceeds from the sale of marketable securities.

 

Net cash used in investing activities was ($4,999,000) for the nine months ended November 30, 2022 principally reflecting ($2,494,000) in purchases of short-term investments, ($1,814,000) in expenditures on construction in progress, ($1,241,000) in purchases of marketable securities, and ($332,000) in purchases of property, plant and equipment, partially offset by $882,000 in proceeds from the sale of marketable securities.

 

 
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Financing Activities:

Net cash used in financing activities was ($80,000) for the nine months ended November 30, 2023 reflecting $80,000 in principal payments on the mortgage loan.     

 

Net cash used in financing activities was ($77,000) for the nine months ended November 30, 2022 reflecting $77,000 in principal payments on the mortgage loan.     

 

We expect our sole sources of liquidity over the next twelve months to be cash from operations, cash and cash equivalents, and marketable securities, if necessary.  We anticipate that our capital expenditures required to sustain operations will be approximately $250,000 during the next twelve months and that our cash from operations, cash and cash equivalents, and short-term investments, if necessary, will be sufficient to fund these needs.

 

At November 30, 2023, February 28, 2023, and November 30, 2022, we had cash and cash equivalents of approximately $1,909,000, $1,447,000, and $617,000, respectively.  The increase for the nine months ended November 30, 2023, was primarily due to cash from operations.     

 

At November 30, 2023, February 28, 2023, and November 30, 2022, we had investments in short-term investments of approximately $0, $986,000, and $2,512,000, respectively. 

 

At November 30, 2023, February 28, 2023, and November 30, 2022, we had investments in marketable securities of approximately $670,000, $1,895,000, and $1,387,000, respectively. 

 

At November 30, 2023, February 28, 2023, and November 30, 2022, we had working capital of $5,417,000, $6,541,000, and $6,247,000, respectively.  The decrease for the nine months ended November 30, 2023 was due primarily to the addition of finance lease liability as a current liability due to our expected exercise of the purchase option.    

 

Based on various factors, including the Company’s desire to fully utilize its current net operating loss carryforwards, the Company may seek out acquisitions, additional product lines, and/or invest a portion of its cash into common stocks or higher yielding debt instruments. 

 

The Company will also continue to consider additional share repurchases under the Company's stock repurchase program subject to market conditions, corporate liquidity requirements and priorities and other factors as may be considered in the Company’s sole discretion.

 

FORWARD-LOOKING STATEMENTS

Some of the statements in this Quarterly Report on Form 10-Q are “forward-looking statements”.  These forward-looking statements include statements regarding our business, financial condition, results of operations, strategies or prospects. You can identify forward-looking statements by the fact that these statements do not relate strictly to historical or current matters.  Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results.  Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties.  Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements.  These factors include those described under the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended February 28, 2023, including those identified below. We do not undertake any obligation to update forward-looking statements, except as required by law.

 

Some of the factors that may impact our business, financial condition, results of operations, strategies or prospects include:

 

 

·

Loss of, or reduction of business from, substantial clients could hurt our business by reducing our revenues, profitability and cash flow.

 

·

Our complex manufacturing processes may lower yields and reduce our revenues.

 

·

The acquisition of MEI may not yield the results or benefits desired or anticipated.

 

·

Our business could be materially and adversely affected if we are unable to obtain qualified supplies of raw materials, parts and finished components on a timely basis and at a cost-effective price.

 

·

We are dependent on government contracts, which are subject to termination, price renegotiations and regulatory compliance, which can increase the cost of doing business and negatively impact our revenues.

 

·

Changes in government policy or economic conditions or technology to which our business relates could negatively impact our results.

 

·

Our inventories may become obsolete and other assets may be subject to risks.

 

 
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·

Environmental regulations could require us to incur significant costs.

 

·

Our business is highly competitive and increased competition could reduce gross profit margins and the value of an investment in our Company.

 

·

Changes in Defense related programs and priorities could reduce the revenues and profitability of our business.

 

·

Our operating results may decrease due to the decline of profitability in the semiconductor industry.

 

·

Uncertainty of current economic conditions, domestically and globally, could continue to affect demand for our products and negatively impact our business.

 

·

We may not achieve the intended effects of our business strategy, which could adversely impact our business, financial condition and results of operations.

 

·

Our inability to introduce new products could result in decreased revenues and loss of market share to competitors; new technologies could also reduce the demand for our products.

 

·

The nature of our products exposes us to potentially significant product liability risk.

 

·

We depend on the recruitment and retention of qualified personnel and our failure to attract and retain such personnel could seriously harm our business.

 

·

Provisions in our charter documents could make it more difficult to acquire our Company and may reduce the market price of our stock.

 

·

Natural disasters, like hurricanes, or occurrences of other natural disasters whether in the United States or internationally may affect the markets in which our common stock trades, the markets in which we operate and our profitability.

 

·

Failure to protect our proprietary technologies or maintain the right to use certain technologies may negatively affect our ability to compete.

 

·

We cannot guarantee that we will have sufficient capital resources to make necessary investments in manufacturing technology and equipment.

 

·

We may make substantial investments in property, plant and equipment that may become impaired.

 

·

While we attempt to monitor the credit worthiness of our customers, we may be at risk due to the adverse financial condition of one or more customers.

 

·

Our international operations expose us to material risks, including risks under U.S. export laws.

 

·

Security breaches and other disruptions could compromise the integrity of our information and expose us to liability, which would cause our business and reputation to suffer.

 

·

The price of our common stock has fluctuated widely in the past and may fluctuate widely in the future.

 

·

We cannot guarantee that we will declare future cash dividend payments, nor repurchase any shares of our common stock pursuant to our stock repurchase program.

 

·

Compliance with regulations regarding the use of "conflict minerals" could limit the supply and increase the cost of certain metals used in manufacturing our products.

 

·

Our failure to remediate the material weakness in our internal control over financial reporting or our identification of any other material weaknesses in the future may adversely affect the accuracy and timing of our financial reporting.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

This item is not applicable as we are currently considered a smaller reporting company.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Our Evaluation of Disclosure Controls and Procedures

 

The Company carried out an evaluation, under the supervision and with the participation of its management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e), and 15d-15(e) as of the end of the period covered by this Quarterly Report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of November 30, 2023 due to the material weakness described in the Company’s Annual Report on Form 10-K for the year ended February 28, 2023 under “Management’s Report on Internal Control over Financial Reporting”. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements or fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. However, giving full consideration to the material weakness and the remediation plan, the Company’s management has concluded that the Company’s consolidated financial statements included in this Quarterly Report fairly present, in all material respects, the Company’s financial condition and results of operations as of and for the three and nine months ended November 30, 2023.

 

Changes in Internal Control over Financial Reporting.

 

There were no changes in the Company’s internal control over financial reporting during the quarter ended November 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 
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PART II– OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

We may from time to time become a party to various legal proceedings arising in the ordinary course of business. As of November 30, 2023, we had no known material current, pending, or threatened litigation.

 

ITEM 1A. RISK FACTORS

 

In addition to the information set forth in this Form 10-Q, you should carefully consider the risk factors discussed in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended February 28, 2023, which could materially affect our business, financial condition or future results.

 

 
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ITEM 6. EXHIBITS

 

 

 

 

 

Incorporated by

Reference

 

Filed or

Furnished

Herewith

Exhibit #

 

Exhibit Description

 

Form

 

Date

 

Number

 

 

3.1

 

Certificate of Incorporation

 

10-K

2/28/1993

-

 

 

3.2

 

Amended and Restated By-laws of Solitron Devices, Inc.

 

8-K

7/27/2016

3.1

 

 

10.1

 

Stock Purchase Agreement*

 

8-K

 

9/5/2023

 

10.1

 

 

10.2

 

Lease Agreement*

 

8-K

 

9/5/2023

 

10.2

 

 

31.1

 

Certification of Chief Executive Officer and Chief Financial Officer (302)

 

 

 

 

 

 

Filed

32.1

 

Certification of Chief Executive Officer and Chief Financial Officer (906)

 

 

 

 

 

 

 

Furnished

101.INS

 

Inline XBRL Instance Document.

 

 

 

 

 

 

 

Filed

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document.

 

 

 

 

 

 

 

Filed

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

 

 

 

 

 

 

 

Filed

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document.

 

 

 

 

 

 

 

Filed

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document..

 

 

 

 

 

 

 

Filed

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

 

 

 

 

 

 

 

Filed

104

 

Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).

 

 

 

 

 

 

 

 

 

* Certain schedules and other attachments have been omitted. The Company undertakes to furnish the omitted schedules and attachments to the Securities and Exchange Commission upon request.

 

Copies of this report (including the consolidated financial statements) and any of the exhibits referred to above will be furnished at no cost to our stockholders who make a written request to our Corporate Secretary at Solitron Devices, Inc, 901 Sansburys Way, West Palm Beach, FL 33411.

 

 
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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, thereunto duly authorized.

 

 SOLITRON DEVICES, INC.
   
Date: January 19, 2024/s/ Tim Eriksen

 

Tim Eriksen 

Chief Executive Officer,

and Interim Chief Financial Officer

 

 

 
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