UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended:
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| incorporation or organization) | Identification No.) |
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| Smaller reporting company | |
| Emerging Growth company |
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| Outstanding as of July 14, 2022 | |
| Class | |
| Common Stock, par value $.01 per share |
SONO-TEK CORPORATION
INDEX
SONO-TEK CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
| May 31, 2022 | February 28, | |||||||
| (Unaudited) | 2022 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Marketable securities | ||||||||
| Accounts receivable (less allowance of $ | ||||||||
| Inventories, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Land | ||||||||
| Buildings, net | ||||||||
| Equipment, furnishings and building improvements, net | ||||||||
| Intangible assets, net | ||||||||
| Deferred tax asset | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Customer deposits | ||||||||
| Income taxes payable | ||||||||
| Total current liabilities | ||||||||
| Deferred tax liability | ||||||||
| Total liabilities | ||||||||
| Stockholders’ Equity | ||||||||
| Common stock, $ par value; shares authorized, and shares issued and outstanding, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated earnings | ||||||||
| Total stockholders’ equity | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
See notes to unaudited condensed consolidated financial statements.
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SONO-TEK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| Three Months Ended May 31, | ||||||||
| 2022 | 2021 | |||||||
| Net Sales | $ | $ | ||||||
| Cost of Goods Sold | ||||||||
| Gross Profit | ||||||||
| Operating Expenses | ||||||||
| Research and product development costs | ||||||||
| Marketing and selling expenses | ||||||||
| General and administrative costs | ||||||||
| Total Operating Expenses | ||||||||
| Operating Income | ||||||||
| Interest and Dividend Income | ||||||||
| Net unrealized loss on marketable securities | ( | ) | ||||||
| Paycheck Protection Program Loan Forgiveness | ||||||||
| Income Before Income Taxes | ||||||||
| Income Tax Expense | ||||||||
| Net Income | $ | $ | ||||||
| Basic Earnings Per Share | $ | $ | ||||||
| Diluted Earnings Per Share | $ | $ | ||||||
| Weighted Average Shares - Basic | ||||||||
| Weighted Average Shares - Diluted | ||||||||
See notes to unaudited condensed consolidated financial statements.
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SONO-TEK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
THREE MONTHS ENDED MAY 31, 2022 AND 2021
| Common Stock Par Value $.01 | Additional Paid – In | Accumulated | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Earnings | Equity | ||||||||||||||||
| Balance, February 28, 2022 | $ | $ | $ | $ | ||||||||||||||||
| Stock based compensation expense | ||||||||||||||||||||
| Net Income | ||||||||||||||||||||
| Balance, May 31, 2022 (unaudited) | $ | $ | $ | $ | ||||||||||||||||
| Balance, February 28, 2021 | $ | $ | $ | $ | ||||||||||||||||
| Stock based compensation expense | ||||||||||||||||||||
| Cashless exercise of stock options | ( | ) | ||||||||||||||||||
| Net Income | ||||||||||||||||||||
| Balance, May 31, 2021 (unaudited) | $ | $ | $ | $ | ||||||||||||||||
See notes to unaudited condensed consolidated financial statements.
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SONO-TEK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended May 31, | ||||||||
| 2022 | 2021 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net Income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Stock based compensation expense | ||||||||
| Inventory reserve | ||||||||
| Paycheck Protection Program Loan Forgiveness | ( | ) | ||||||
| Unrealized loss on marketable securities | ||||||||
| Deferred tax expense | ( | ) | ||||||
| Decrease (Increase) in: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventories | ( | ) | ( | ) | ||||
| Prepaid expenses and other current assets | ||||||||
| (Decrease) Increase in: | ||||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Customer deposits | ||||||||
| Income taxes payable | ||||||||
| Net Cash Provided by Operating Activities | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of equipment, furnishings and leasehold improvements | ( | ) | ( | ) | ||||
| Sale of marketable securities | ||||||||
| Net Cash Provided by Investing Activities | ||||||||
| NET INCREASE IN CASH AND CASH EQUIVALENTS | ||||||||
| CASH AND CASH EQUIVALENTS | ||||||||
| Beginning of period | ||||||||
| End of period | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW DISCLOSURE: | ||||||||
| Interest paid | $ | $ | ||||||
| Taxes Paid | $ | $ | ||||||
See notes to unaudited condensed consolidated financial statements.
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SONO-TEK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MAY 31, 2022 and 2021
(Unaudited)
NOTE 1: BUSINESS DESCRIPTION
Sono-Tek Corporation (the “Company”, “Sono-Tek”, “We” or “Our”) was incorporated in New York on March 21, 1975. We are the world leader in the design and manufacture of ultrasonic coating systems for applying precise, thin film coatings to add functional properties, protect or strengthen surfaces on parts and components for the microelectronics/electronics, alternative energy, medical, industrial and emerging research & development/other markets. We design and manufacture custom-engineered ultrasonic coating systems incorporating our patented technology, in combination with strong applications engineering knowledge, to assist our customers in achieving their desired coating solutions.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information with the instructions for Form 10-Q and Article 8 of Regulation S-X. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Company’s management, all adjustments considered necessary for a fair presentation (consisting of normal recurring adjustments) have been included. The results for the interim periods are not necessarily indicative of what the results will be for the fiscal year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited Consolidated Financial Statements as of and for the fiscal year ended February 28, 2022 (“fiscal year 2022”) contained in the Company’s 2022 Annual Report on Form 10-K filed with the SEC on May 24, 2022 . The Company’s current fiscal year ends on February 28, 2023 (“fiscal 2023”).
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES
Accounts Receivable, net - In the normal course of business, the Company extends credit to customers. Accounts receivable, less the allowance for doubtful accounts, reflect the net realizable value of receivables and approximate fair value. The Company records a bad debt expense/allowance based on management’s estimate of uncollectible accounts. All outstanding accounts receivable accounts are reviewed for collectability on an individual basis.
Cash and Cash Equivalents - Cash and cash equivalents consist of money market mutual funds, short term commercial paper and short-term certificates of deposit with original maturities of 90 days or less.
Consolidation - The accompanying unaudited condensed consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiary, Sono-Tek Industrial Park, LLC (“SIP”) in conformity with generally accepted accounting principles in the United States (“GAAP”). SIP operates as a real estate holding company for the Company’s real estate operations. All intercompany accounts and transactions have been eliminated in consolidation.
Equipment, Furnishings and Leasehold Improvements - Equipment, furnishings
and leasehold improvements are stated at cost. Depreciation of equipment and furnishings is computed by use of the
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Fair Value of Financial Instruments - The Company applies Accounting Standards Codification (“ASC”) 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.
The carrying amounts of financial instruments reported in the accompanying unaudited condensed consolidated financial statements for current assets and current liabilities approximate the fair value because of the immediate or short-term maturities of the financial instruments.
The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below:
Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.
Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.
Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.
The fair values of financial assets of the Company were determined using the following categories at May 31, 2022 and February 28, 2022, respectively:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Marketable Securities – May 31, 2022 | $ | $ | $ | $ | ||||||||||||
| Marketable Securities – February 28, 2022 | $ | $ | $ | $ | ||||||||||||
Marketable Securities include certificates of deposit and US Treasury securities that are
considered to be highly liquid and easily tradeable totaling $
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Income Taxes - The Company accounts for income taxes under the asset and liability method. Under this method, deferred income taxes are recognized for the tax consequences of "temporary differences" by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. The Company uses a recognition threshold and a measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in a return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. As of May 31, 2022 and February 28, 2022, there were no accruals for uncertain tax positions.
Intangible Assets - Include costs of patent applications which are
deferred and charged to operations over years for domestic patents and years for foreign patents. The accumulated amortization
of patents is $
Inventories - Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out (FIFO) method for raw materials, subassemblies and work-in-progress and the specific identification method for finished goods. Management compares the cost of inventory with the net realizable value and, if applicable, an allowance is made for writing down the inventory to its net realizable value, if lower than cost. On an ongoing basis, inventory is reviewed for potential write-down for estimated obsolescence or unmarketable inventory based upon forecasts for future demand and market conditions.
Land and Buildings - Land and buildings are stated at cost. Buildings are being depreciated by use of the straight-line method based on an estimated useful life of forty years.
Long-Lived Assets - The Company periodically evaluates the carrying
value of long-lived assets, including intangible assets, when events and circumstances warrant such a review. The carrying value of a
long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is
less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair market
value of the long-lived asset. Fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate
with the risk involved.
Management Estimates - The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
New Accounting Pronouncements - In June 2016, the FASB issued ASU 2016-13 - Financial Instruments-Credit Losses-Measurement of Credit Losses on Financial Instruments. Codification Improvements to Topic 326, Financial Instruments – Credit Losses, have been released in November 2018 (2018-19), November 2019 (2019-10 and 2019-11) and a January 2020 Update (2020-02) that provided additional guidance on this Topic. This guidance replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For SEC filers meeting certain criteria, the amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. For SEC filers that meet the criteria of a smaller reporting company (including this Company) and for non-SEC registrant public companies and other organizations, the amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early adoption will be permitted for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company is currently in the process of its analysis of the impact of this guidance on its consolidated financial statements and does not expect the adoption of this guidance to have a material impact on the Company’s consolidated financial statements.
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Other than Accounting Standards Update (“ASU”) 2019-12 and ASU 2016-13 discussed above, all new accounting pronouncements issued but not yet effective have been deemed to be not applicable to the Company. Hence, the adoption of these new accounting pronouncements, once effective, is not expected to have an impact on the Company.
Product Warranty - Expected future product warranty expense is recorded when the product is sold.
Research and Product Development Expenses - Research and product development expenses represent engineering and other expenditures incurred for developing new products, for refining the Company's existing products and for developing systems to meet unique customer specifications for potential orders or for new industry applications and are expensed as incurred.
Revenue Recognition - The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, the core principle of which 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 to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps:
| · | Identification of the contract, or contracts, with a customer |
| · | Identification of the performance obligations in the contract |
| · | Determination of the transaction price |
| · | Allocation of the transaction price to the performance obligations in the contract |
| · | Recognition of revenue when, or as, performance obligations are satisfied |
Shipping and Handling Costs - Shipping and handling costs are included in cost of sales in the accompanying consolidated statements of operations.
ASC 718 requires the recognition of the fair value of stock compensation expense to be recognized over the vesting term of such award. The Company accounts for forfeitures as they occur.
Uncertainties - Since early 2020, when the World Health Organization established the transmissible and pathogenic coronavirus a global pandemic, there have been business slowdowns. The outbreak of such a communicable disease has resulted in a widespread health crisis which has adversely affected general commercial activity and the economies and financial markets of many countries, including the United States. As the outbreak of the disease has continued through fiscal 2022 and into fiscal 2023, the measures taken by the governments of impacted countries have, at times, adversely affected the Company’s business, financial condition, and results of operations. Pandemic related supply shortages and increased energy expenses resulting from the war in Ukraine have recently created worldwide inflationary pressures which may have a material adverse effect on the Company's business, financial condition, and results of operations if such factors continue unabated.
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NOTE 3: REVENUE RECOGNITION
A majority of the Company’s sales revenue is derived primarily from short term contracts with customers, which, on average, are in effect for less than twelve months. Sales revenue from manufactured equipment transferred at a single point in time accounts for a majority of the Company’s revenue.
Sales revenue is recognized when control of the Company’s manufactured equipment is transferred to its customers, in an amount that reflects the consideration the Company expects to receive based upon the agreed transaction price. The Company’s performance obligations are satisfied when its customers take control of the purchased equipment, which is based on the contract terms. Based on prior experience, the Company reasonably estimates its sales returns and warranty reserves. Sales are presented net of discounts and allowances. Discounts and allowances are determined when a sale is negotiated. The Company does not grant its customers or independent representatives, the ability to return equipment nor does it grant price adjustments after a sale is complete.
The Company does not capitalize any sales commission costs related to the acquisition of a contract. All commissions related to a performance obligation that are satisfied at a point in time are expensed when the customer takes control of the purchased equipment.
The Company applies the practical expedient in paragraph ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one-year or less.
At May 31, 2022, the Company had received $
At February 28, 2022, the Company had received $
The Company’s sales revenue, by product line is as follows:
| Three Months Ended May 31, | ||||||||||||||||
| 2022 | % of total | 2021 | % of total | |||||||||||||
| Fluxing Systems | $ | $ | ||||||||||||||
| Integrated Coating Systems | ||||||||||||||||
| Multi-Axis Coating Systems | ||||||||||||||||
| OEM Systems | ||||||||||||||||
| Spare Parts, Services and Other | ||||||||||||||||
| TOTAL | $ | $ | ||||||||||||||
NOTE 4: INVENTORIES
Inventories consist of the following:
| May 31, | February 28, | |||||||
| 2022 | 2022 | |||||||
| Raw materials and subassemblies | $ | $ | ||||||
| Finished goods | ||||||||
| Work in process | ||||||||
| Total | ||||||||
| Less: Allowance | ( | ) | ( | ) | ||||
| Net inventories | $ | $ | ||||||
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NOTE 5: STOCK OPTIONS
Stock Options – Under the 2013 Stock Incentive Plan ("2013 Plan"), options can be granted to officers, directors, consultants and employees of the Company and its subsidiaries to purchase up to shares of the Company's common stock. Under the 2013 Plan options expire years after the date of grant. As of May 31, 2022, there were options outstanding under the 2013 Plan, of which are vested.
Under the 2003 Stock Incentive Plan, as amended ("2003 Plan"), until May 2013, options were available to be granted to officers, directors, consultants and employees of the Company and its subsidiaries to purchase up to shares of the Company's common stock. As of May 31, 2022, there were options outstanding and vested under the 2003 Plan, under which no additional options may be granted.
During the three months ended May 31, 2022, the Company granted options to acquire shares to employees at an exercise price of $. The options granted to employees vest over years and expire years from the date of issuance. The options granted during the three months ended May 31, 2022 had a grant date fair value of $ per share.
| Three Months Ended May 31, 2022 | |
| Expected Life | years |
| Risk free interest rate | % |
| Expected volatility | % |
| Expected dividend yield | % |
For the three months ended May 31, 2022 and 2021, net income and earnings per share reflect the actual expense for stock-based compensation. The impact of applying ASC 718 approximated $ and $ in compensation expense during the three months ended May 31, 2022 and 2021, respectively.
| Three Months Ended May 31, | ||||||||
| 2022 | 2021 | |||||||
| Numerator for basic and diluted earnings per share | $ | $ | ||||||
| Denominator for basic earnings per share - weighted average | ||||||||
| Effects of dilutive securities: | ||||||||
| Stock options for employees, directors and outside consultants | ||||||||
| Denominator for diluted earnings per share | ||||||||
| Basic Earnings Per Share | $ | $ | ||||||
| Diluted Earnings Per Share | $ | $ | ||||||
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NOTE 8: REVOLVING LINE OF CREDIT
The Company has a $
As of May 31, 2022, $
NOTE 9: CUSTOMER CONCENTRATIONS AND FOREIGN SALES
Export sales to customers located outside the United States and Canada were approximately as follows:
| May 31, 2022 | May 31, 2021 | |||||||
| Asia Pacific (APAC) | ||||||||
| Europe, Middle East, Asia (EMEA) | ||||||||
| Latin America | ||||||||
| $ | $ | |||||||
During the three months ended May 31, 2022 and 2021, sales to foreign customers accounted
for approximately $
The Company had seven customers which accounted for
The Company had three customers which accounted for
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ITEM 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
We discuss expectations regarding our future performance, such as our business outlook, in our annual and quarterly reports, news releases, and other written and oral statements. These “forward-looking statements’ are based on currently available competitive, financial and economic data and our operating plans. They are inherently uncertain, and investors must recognize that events could turn out to be significantly different from our expectations and could cause actual results to differ materially. These factors include, among other considerations, general economic and business conditions, including inflationary pressures; political, regulatory, tax, competitive and technological developments affecting our operations or the demand for our products; the duration and scope of the COVID-19 pandemic; the extent and duration of the pandemic’s adverse effect on economic and social activity, consumer confidence, discretionary spending and preferences, labor and healthcare costs, and unemployment rates, any of which may reduce demand for some of our products and impair the ability of those with whom we do business to satisfy their obligations to us; our ability to sell and provide our services and products, including as a result of continued pandemic related travel restrictions, mandatory business closures, and stay-at home or similar orders; any temporary reduction in our workforce, closures of our offices and facilities and our ability to adequately staff and maintain our operations resulting from the pandemic; the ability of our customers and suppliers to continue their operations as result of the pandemic, which could result in terminations of contracts, losses of revenue; and further adverse effects to our supply chain; maintenance of increased order backlog, including effects of any COVID-19 related cancellations; the imposition of tariffs; the continued strong sales of the multi-axis coatings systems; timely development and market acceptance of new products and continued customer validation of our coating technologies; adequacy of financing; capacity additions, the ability to enforce patents; maintenance of operating leverage; maintenance of increased order backlog; consummation of order proposals; completion of large orders on schedule and on budget; continued sales growth in the clean energy, diagnostic test and next generation semiconductor chip manufacturing markets; successful implementation of initiatives advanced energy, medical device applications and next generation high precision semiconductor coating applications; successful transition from primarily selling ultrasonic nozzles and components to a more complex business providing complete machine solutions and higher value subsystems; and realization of quarterly and annual revenues within the forecasted range of sales guidance.
We undertake no obligation to update any forward-looking statement.
Overview
Founded in 1975, Sono-Tek Corporation designs and manufactures ultrasonic coating systems that apply precise, thin film coatings to a multitude of products for the microelectronics/electronics, alternative energy, medical and industrial markets, including specialized glass applications in construction and automotive. We also sell our products to emerging research and development and other markets. We have invested significant resources to enhance our market diversity by leveraging our core ultrasonic coating technology. As a result, we have increased our portfolio of products, the industries we serve and the countries in which we sell our products.
Our ultrasonic nozzle systems use high frequency, ultrasonic vibrations that atomize liquids into minute drops that can be applied to surfaces at low velocity providing thin layers of protective materials over a surface such as glass or metals. Our solutions are environmentally-friendly, efficient and highly reliable. They enable dramatic reductions in overspray, savings in raw materials, water and energy usage and provide improved process repeatability, transfer efficiency, high uniformity and reduced emissions.
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We believe product superiority is imperative and that it is attained through the extensive experience we have in the coatings industry, our proprietary manufacturing know-how and skills and the unique work force we have built over the years. Our growth strategy is to leverage our innovative technologies, proprietary know-how, unique talent and experience, and global reach to further advance the use of ultrasonic coating technologies for the microscopic coating of surfaces in a broader array of applications that enable better outcomes for our customers’ products and processes.
We are a global business with approximately 52% of our sales generated from outside the United States and Canada in the first three months of fiscal 2023. Our direct sales team and our distributor and sales representative network are located in North America, Latin America, Europe and Asia. Over the last few years, we have expanded our sales capabilities by increasing the size of our direct sales force and adding new distributors and sales representatives. In addition, we have established testing labs at our distribution partner sites in China, Taiwan, Germany, Turkey, Korea and Japan, while also expanding our first testing lab that is co-located with our manufacturing facilities in New York. These labs provide significant value for demonstrating to prospective customers the capabilities of our equipment and enabling us to develop custom solutions to meet their needs.
Over the last decade, we have shifted our business from primarily selling our ultrasonic nozzles and components to a more complex business providing complete machine solutions and higher value subsystems to original equipment manufacturers (“OEMs”). This strategy has resulted in significant growth of our average unit selling price; with our larger machines often selling for over $300,000 and system prices sometimes reaching over $1,000,000. As a result of this transition, we have broadened our addressable market and we believe that we can grow sales on a larger scale. We expect that we will experience wide variations in both order flow and shipments from quarter to quarter.
First Quarter Fiscal 2023 Highlights (compared with the first quarter of fiscal 2022 unless otherwise noted) We refer to the three-month periods ended May 31, 2022 and 2021 as the first quarter of fiscal year 2023 and fiscal year 2022, respectively.
| • | Net Sales were $4,052,000, an increase of 11%, primarily driven by strength in the medical, alternative energy and emerging R&D markets. | |
| • | Gross Profit increased 16 % to $2,107,000 due to the increase in sales and a favorable product mix. | |
| • | Gross Margin increased 200 basis points to 52.0% primarily due to a favorable product mix. | |
| • | As of May 31, 2022, the Company had $11.1 million in cash, cash equivalents and marketable securities and no outstanding debt. |
Results of Operations
Sales:
Product Sales:
| Three Months Ended May 31, | Change | |||||||||||||||||||||||
| 2022 | % of total | 2021 | % of total | $ | % | |||||||||||||||||||
| Fluxing Systems | $ | 309,000 | 8% | $ | 358,000 | 10% | (49,000 | ) | (14% | ) | ||||||||||||||
| Integrated Coating Systems | 168,000 | 4% | 155,000 | 4% | 13,000 | 8% | ||||||||||||||||||
| Multi-Axis Coating Systems | 1,979,000 | 49% | 2,079,000 | 57% | (100,000 | ) | (5% | ) | ||||||||||||||||
| OEM Systems | 554,000 | 14% | 326,000 | 9% | 228,000 | 70% | ||||||||||||||||||
| Spare Parts, Services and Other | 1,042,000 | 25% | 726,000 | 20% | 316,000 | 44% | ||||||||||||||||||
| TOTAL | $ | 4,052,000 | $ | 3,644,000 | $ | 408,000 | 11% | |||||||||||||||||
Sales growth was driven by increased demand for our OEM systems used in the electronics, medical and alternative energy markets. In addition, a significant customer using Sono-Tek stent coating systems upgraded all of their machines to our latest atomization technology, classified as Other in the table above.
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Market Sales:
| Three Months Ended May 31, | Change | |||||||||||||||||||||||
| 2022 | % of total | 2021 | % of total | $ | % | |||||||||||||||||||
| Electronics/Microelectronics | $ | 1,287,000 | 32% | $ | 2,258,000 | 62% | (971,000 | ) | (43% | ) | ||||||||||||||
| Medical | 1,675,000 | 41% | 717,000 | 20% | 958,000 | 133% | ||||||||||||||||||
| Alternative Energy | 609,000 | 15% | 432,000 | 12% | 177,000 | 41% | ||||||||||||||||||
| Emerging R&D and Other | 203,000 | 5% | 166,000 | 4% | 37,000 | 22% | ||||||||||||||||||
| Industrial | 278,000 | 7% | 71,000 | 2% | 207,000 | 292% | ||||||||||||||||||
| TOTAL | $ | 4,052,000 | $ | 3,644,000 | $ | 408,000 | 11% | |||||||||||||||||
Four significant customers from the medical device market drove growth of this market by 133% year over year. These medical device coating machine applications ranged from implantable medical textiles, orthodontic devices, glucose monitoring implants, and implantable cardiac devices. The alternative energy market basket recorded 41% year over year growth with continued strong sales to the clean energy sector. The Industrial market basket grew by 292%, positively impacted by the first of seven machines shipped to a customer during the quarter; we plan to ship the remaining six machines in the second half of fiscal year 2023.
Geographic Sales:
| Three Months Ended | ||||||||||||||||
| May 31, | Change | |||||||||||||||
| 2022 | 2021 | $ | % | |||||||||||||
| U.S. & Canada | $ | 1,938,000 | $ | 1,228,000 | $ | 710,000 | 58% | |||||||||
| Asia Pacific (APAC) | 706,000 | 1,222,000 | (516,000 | ) | (42% | ) | ||||||||||
| Europe, Middle East, Asia (EMEA) | 990,000 | 842,000 | 148,000 | 18% | ||||||||||||
| Latin America | 418,000 | 352,000 | 66,000 | 19% | ||||||||||||
| TOTAL | $ | 4,052,000 | $ | 3,644,000 | $ | 408,000 | 11% | |||||||||
In the first quarter of fiscal 2023, approximately 52% of sales originated outside of the United States and Canada compared with 66% in the prior year period. The increase in the US and Canada sales was positively impacted by several large US based medical companies, incorporating Sono-Tek equipment in their operations. The future balance of sales by geography will depend upon economic conditions and recovery in each region.
Gross Profit:
| Three Months Ended May 31, | Change | |||||||||||||||
| 2022 | 2021 | $ | % | |||||||||||||
| Net Sales | $ | 4,052,000 | $ | 3,644,000 | $ | 408,000 | 11% | |||||||||
| Cost of Goods Sold | 1,945,000 | 1,820,000 | 125,000 | 7% | ||||||||||||
| Gross Profit | $ | 2,107,000 | $ | 1,824,000 | $ | 283,000 | 16% | |||||||||
| Gross Profit % | 52.0% | 50.0% | ||||||||||||||
Our gross profit increased $283,000, or 16%, to $2,107,000 for the first quarter of fiscal 2023 compared with $1,824,000 in the prior year period. Our gross profit margin increased 200 basis points to 52.0% in the first quarter of fiscal 2023 compared to 50.0% in the prior year period. The increase in gross profit margin during the quarter is primarily due to a favorable product mix including strong sales of our OEM products which typically generate relatively higher margins. This increase was partially offset by increased Service Department travel and installation costs.
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Operating Expenses:
| Three Months Ended | ||||||||||||||||
| May 31, | Change | |||||||||||||||
| 2022 | 2021 | $ | % | |||||||||||||
| Research and product development | $ | 516,000 | $ | 414,000 | $ | 102,000 | 25% | |||||||||
| Marketing and selling | $ | 790,000 | $ | 764,000 | $ | 26,000 | 3% | |||||||||
| General and administrative | $ | 420,000 | $ | 303,000 | $ | 117,000 | 39% | |||||||||
| Total Operating Expenses | $ | 1,726,000 | $ | 1,481,000 | $ | 245,000 | 16% | |||||||||
Research and Product Development:
As anticipated, research and product development costs increased in the first quarter of fiscal 2023 due to increased salaries and research and development materials and supplies, which are directed at the focused growth initiatives we continue to implement. In the current quarter, some of the increase in research and development costs are a result of our Roll-to-Roll coating initiative.
Marketing and Selling:
Marketing and selling expenses increased in the first quarter of fiscal 2023 due to increased salary, travel and trade show expenses. These increases were partially offset by a decrease in international commission expense.
General and Administrative:
In the first quarter of fiscal 2023, we experienced increases in professional fees, stock-based compensation expense, and corporate expenses. The increase in stock-based compensation expense in the first quarter of fiscal 2023 is due to option awards that were issued in the prior fiscal year. Option awards are expensed over three years based on vesting. The increase in professional fees and corporate expenses are a result of our listing on the Nasdaq Capital Market in August 2021.
Operating Income:
Operating income increased to $381,000 in the first quarter of fiscal 2023 compared with $343,000 for the prior year period, an increase of $38,000 . The increase in operating income is a result of our gross profit increasing by $283,000, offset by an increase in our operating expenses of $245,000.
Interest and Dividend Income:
Interest and dividend income increased $4,000 to $7,000 in the first quarter of fiscal 2023 as compared with $3,000 for the first quarter of fiscal 2022. Our present investment policy is to invest excess cash in highly liquid, lower risk US Treasury securities. At May 31, 2022, the majority of our holdings are rated at or above investment grade.
Income Tax Expense:
We recorded income tax expense of $70,000 for the first quarter of fiscal 2023 compared with $85,000 for the first quarter of fiscal 2022. The decrease in income tax expense is due to the application of available research and development tax credits in the quarter partially offset by an increase in permanent timing differences.
Paycheck Protection Program Loan Forgiveness:
In fiscal year 2021, the Company obtained a loan under the Paycheck Protection Program (“PPP”) in the amount of $1,001,640. In the first quarter of fiscal 2022, the Company received notice from the SBA that the loan was forgiven in full and recorded a gain on forgiveness of $1,005,372, which is recorded on the condensed consolidated statements of income.
The gain on the forgiveness of the PPP Loan is a non-taxable event.
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Net Income:
Net income decreased by $961,000 to $306,000 in the first quarter of fiscal 2023 compared to $1,267,000 in the prior year period. The decrease in net income is a result of an increase in operating income offset by the PPP Loan forgiveness recorded in the prior year.
Impact of Covid 19
In December 2019, the COVID-19 outbreak occurred in China and has since spread to other parts of the world. On March 11, 2020, the World Health Organization declared COVID-19 to be a global pandemic and recommended containment and mitigation measures. On March 13, 2020, the United States declared a national emergency concerning the outbreak. Along with these declarations, extraordinary and wide-ranging actions have been taken by international, federal, state, and local public health and governmental authorities to contain and combat the outbreak and spread of COVID-19 in regions across the United States and the world. These actions include quarantines, social distancing and “stay-at-home” orders, travel restrictions, mandatory business closures and other mandates that have substantially restricted individuals’ daily activities and curtailed or ceased many businesses’ normal operations.
COVID-19 has also impacted various aspects of the supply chain as our suppliers experience similar business disruptions due to operating restrictions from government mandates. We continue to monitor procurement of raw materials and components used in the manufacturing, distribution and sale of our products, but continued disruptions in the supply chain due to COVID-19 may cause difficulty in sourcing materials or unexpected shortages or delays in delivery of raw materials and components, and may result in increased costs in our supply chain.
We are closely monitoring and assessing the impact of the pandemic on our business. The extent of the impact on our results of operations, cash flow, liquidity, and financial performance, as well as our ability to execute near- and long-term business strategies and initiatives, will depend on numerous evolving factors and future developments, which are highly uncertain and cannot be reasonably predicted.
Given the inherent uncertainty surrounding COVID-19, the pandemic may continue to have an adverse impact on our business in the near term. Should these conditions persist for a prolonged period, the COVID-19 pandemic, including any of the above factors and others that are currently unknown, may have a material adverse effect on our business, results of operations, cash flow, liquidity, and financial condition.
Liquidity and Capital Resources
Working Capital – Our working capital increased $412,000 to $11,194,000 at May 31, 2022 from $10,782,000 at February 28, 2022. The increase in working capital was primarily the result of the current period's net income and noncash charges partially offset by purchases of equipment.
Our inventories increased $520,000 to $2,893,000 at May 31, 2022 from $2,373,000 at February 28, 2022. The increase in our inventories is due to increased raw material inventory and work in process inventory. Historically, our purchasing was on an as needed basis. Due to remaining effects of the COVID-19 outbreak, we have increased our raw material inventories for items that may have a longer than usual delivery time to protect ourselves against supply chain issues. Our increased work in process inventory is due to customer orders that are being completed.
Our accounts receivable increased $394,000 to $1,486,000 at May 31, 2022 from $1,092,000 at February 28, 2022. The increase in our accounts receivable is due to a large number of sales occurring in the last month of the quarter. Customers are generally within our receivable benchmarks.
Our customer deposits increased $497,000 to $1,665,000 at May 31, 2022 from $1,168,000 at February 28, 2022. The increase in customer deposits is the result of the receipt of new orders. Customer deposits are primarily used to fund the acquisition of materials for a customer’s order.
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We aggregate cash, cash equivalents and marketable securities in managing our balance sheet and liquidity. For purposes of the following analysis, the total is referred to as “Cash.” At May 31, 2022 and February 28, 2022, our working capital included:
| May 31, 2022 | February 28, 2022 | Cash Increase | ||||||||||
| Cash and cash equivalents | $ | 7,675,000 | $ | 4,841,000 | $ | 2,834,000 | ||||||
| Marketable securities | 3,399,000 | 5,868,000 | (2,469,000 | ) | ||||||||
| Total | $ | 11,074,000 | $ | 10,709,000 | $ | 365,000 | ||||||
The following table summarizes the accounts and the major reasons for the $365,000 increase in “Cash”:
| Impact on Cash | Reason | ||||
| Net income, adjusted for non-cash items | $ | 483,000 | To reconcile increase in cash. | ||
| Accounts receivable increase | (394,000) | Timing of cash receipts. | |||
| Inventories increase | (520,000) | Required to support backlog and supply chain. | |||
| Customer deposits increase | 497,000 | Received for new orders. | |||
| Accounts payable and accrued expenses increase | 183,000 | Timing of disbursements. | |||
| Prepaid and Other Assets decrease | 116,000 | Decreased prepaid expenses. | |||
| Net increase in Cash | $ | 365,000 | |||
Stockholders’ Equity – Stockholder’s Equity increased $375,000 from $13,741,000 at February 28, 2022 to $14,116,000 at May 31, 2022. The increase is a result of the current period’s net income of $306,000 and $69,000 in additional equity related to stock-based compensation awards.
Operating Activities – We generated $432,000 of cash in our operating activities in the first quarter of fiscal 2023 compared to $722,000 of cash in the first quarter of fiscal 2022, a decrease of $290,000. The decrease was mostly the result of increases in accounts receivable and inventories partially offset by increases in accounts payable and accrued expenses and customer deposits.
Investing Activities – For the first quarter of fiscal 2023, our investing activities generated $2,403,000 of cash compared with $988,000 for the first quarter of fiscal 2022. For the first quarters of fiscal 2023 and 2022, we used $54,000 and $86,000, respectively, for the purchase or manufacture of equipment, furnishings and leasehold improvements. For the first quarters of fiscal 2023 and 2022, our marketable securities provided $2,457,000 and $1,073,000, respectively, of cash.
Net Increase in Cash and Cash Equivalents – In the first quarter of fiscal 2023, our cash balance increased by $2,834,000 as compared to an increase of $1,709,000 in the first quarter of 2022. In the first quarter of fiscal 2023, our operating activities generated $432,000 of cash and our marketable securities generated $2,457,000 of cash. In addition, we used $54,000 for the purchase or manufacture of equipment, furnishings and leasehold improvements.
Backlog – Our backlog decreased $1,100,000 to $4 ,230,000 at May 31, 2022 from $5 ,325,000 at February 28, 2022. In the current quarter, we shipped $2,226,000 of orders that were included in backlog at February 28, 2022. Orders can be highly variable from quarter to quarter resulting in large fluctuations in backlog, as product shipments are more systematically managed for both customer timing requirements and staffing management.
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Critical Accounting Policies
The discussion and analysis of the Company’s financial condition and results of operations are based upon the consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses, and related disclosure on contingent assets and liabilities at the date of the financial statements. Actual results may differ from these estimates under different assumptions and conditions.
Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties and may potentially result in materially different results under different assumptions and conditions. The Company believes that critical accounting policies are limited to those described below. For a detailed discussion on the application of these and other accounting policies see Note 2 to the Company’s consolidated financial statements included in Form 10-K for the year ended February 28, 2022.
Accounting for Income Taxes
The Company accounts for income taxes under the asset and liability method. Under this method, deferred income taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. We use a recognition threshold and a measurement attribute for financial statement recognition and measurement tax positions taken or expected to be taken in a return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. As of May 31, 2022 and May 31, 2021, there were no uncertain tax provisions.
Stock-Based Compensation
The computation of the expense associated with stock-based compensation requires the use of a valuation model. ASC 718 is a complex accounting standard, the application of which requires significant judgment and the use of estimates, particularly surrounding Black-Scholes assumptions such as stock price volatility, expected option lives, and expected option forfeiture rates, to value equity-based compensation. The Company currently uses a Black-Scholes option pricing model to calculate the fair value of its stock options. The Company primarily uses historical data to determine the assumptions to be used in the Black-Scholes model and has no reason to believe that future data is likely to differ materially from historical data. However, changes in the assumptions to reflect future stock price volatility and future stock award exercise experience could result in a change in the assumptions used to value awards in the future and may result in a material change to the fair value calculation of stock-based awards. ASC 718 requires the recognition of the fair value of stock compensation in net income.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, the core principle of which 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 to receive in exchange for those goods or services.
Impact of New Accounting Pronouncements
Accounting pronouncements issued but not yet effective have been deemed to be not applicable or the adoption of such accounting pronouncements is not expected to have a material impact on the financial statements of the Company.
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ITEM 3 - Quantitative and Qualitative Disclosures about Market Risk
The Company does not issue or invest in financial instruments or derivatives for trading or speculative purposes. Substantially all of the operations of the Company are conducted in the United States, and, as such, are not subject to material foreign currency exchange rate risk. All of our sales transactions are completed in US dollars.
Although the Company's assets included $7,675,000 in cash and $3,399,000 in marketable securities, the market rate risk associated with changing interest rates in the United States is not material.
ITEM 4 – Controls and Procedures
The Company has established and maintains “disclosure controls and procedures” (as those terms are defined in Rules 13a –15(e) and 15d-15(e) under the Securities and Exchange Act of 1934 (the “Exchange Act”). Christopher L. Coccio, Chief Executive Officer (principal executive) and Stephen J. Bagley, Chief Financial Officer (principal accounting officer) of the Company, have evaluated the Company’s disclosure controls and procedures as of May 31, 2022. Based on this evaluation, they have concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (2) accumulated and communicated to Management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding timely disclosure.
In addition, there were no changes in the Company’s internal controls over financial reporting during the first fiscal quarter of 2023 that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.
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PART II - OTHER INFORMATION
| Item 1. | Legal Proceedings |
| None | |
| Item 1A. | Risk Factors |
| There are no material changes from risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended February 28, 2022. | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
| None | |
| Item 3. | Defaults Upon Senior Securities |
| None | |
| Item 4. | Mine Safety Disclosures |
| None | |
| Item 5. | Other Information |
| None | |
| Item 6. | Exhibits and Reports |
| 31.1 – 31.2 – Rule 13a - 14(a)/15d – 14(a) Certification | |
| 32.1 – 32.2 – Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. |
| 101.INS | Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | |
| 104 | Cover page formatted as Inline XBRL and contained in Exhibit 101 |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: July 15, 2022
| SONO-TEK CORPORATION | ||
| (Registrant) | ||
| By: | /s/ Christopher L. Coccio | |
| Christopher L. Coccio | ||
| Chief Executive Officer | ||
| By: | /s/ Stephen J. Bagley | |
| Stephen J. Bagley | ||
| Chief Financial Officer |
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