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: May 31, 2022
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No.: 000-16035
(Exact name of registrant as specified in its charter)
New York
14-1568099
(State or other jurisdiction of
(IRS Employer
incorporation or organization)
Identification No.)
2012 Rt. 9W , Milton , NY 12547
(Address of Principal Executive Offices) (Zip Code)
Issuer's telephone no., including area code: (845) 795-2020
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on
which registered
Common Stock, $0.01 par value per share
SOTK
NASDAQ
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 checkmark whether the registrant has submitted electronically and posted on
its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(section 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, 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.
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 ☑
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of common stock,
as of the latest practicable date:
Outstanding as of July 14, 2022
Class
Common Stock, par value $.01 per share
15,734,728
SONO-TEK CORPORATION
INDEX
Part I – Financial Information
Page
Item 1 – Condensed Consolidated Financial Statements:
1 – 4
Condensed Consolidated Balance Sheets – May 31, 2022 (Unaudited) and February 28, 2022
1
Condensed Consolidated Statements of Income – Three Months Ended May 31, 2022 and 2021 (Unaudited)
2
Condensed Consolidated Statements of Stockholders' Equity – Three Months Ended May 31, 2022 and 2021 (Unaudited)
3
Condensed Consolidated Statements of Cash Flows – Three Months Ended May 31, 2022 and 2021 (Unaudited)
4
Notes to Unaudited Condensed Consolidated Financial Statements
5 – 11
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations
12 –18
Item 3 – Quantitative and Qualitative Disclosures about Market Risk
19
Item 4 – Controls and Procedures
19
Part II – Other Information
20
Signatures and Certifications
21
SONO-TEK CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
May 31, 2022
February 28,
(Unaudited)
2022
ASSETS
Current Assets:
Cash and cash equivalents
$ 7,675,112
$ 4,840,558
Marketable securities
3,398,931
5,867,990
Accounts receivable (less allowance of $ 56,123 )
1,486,371
1,092,505
Inventories, net
2,893,196
2,373,242
Prepaid expenses and other current assets
206,885
323,304
Total current assets
15,660,495
14,497,599
Land
250,000
250,000
Buildings, net
1,607,814
1,621,878
Equipment, furnishings and building improvements, net
904,827
939,306
Intangible assets, net
71,249
76,015
Deferred tax asset
255,412
240,736
TOTAL ASSETS
$ 18,749,797
$ 17,625,534
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable
$ 983,130
$ 684,511
Accrued expenses
1,688,372
1,804,028
Customer deposits
1,665,136
1,167,968
Income taxes payable
129,626
58,874
Total current liabilities
4,466,264
3,715,381
Deferred tax liability
167,215
168,840
Total liabilities
4,633,479
3,884,221
Stockholders’ Equity
Common stock, $ .01 par value; 25,000,000 shares authorized, 15,729,175 and 15,729,175 shares issued and outstanding, respectively
157,292
157,292
Additional paid-in capital
9,379,656
9,310,287
Accumulated earnings
4,579,370
4,273,734
Total stockholders’ equity
14,116,318
13,741,313
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$ 18,749,797
$ 17,625,534
See notes to unaudited condensed consolidated financial statements.
1
SONO-TEK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended May 31,
2022
2021
Net Sales
$ 4,051,535
$ 3,644,468
Cost of Goods Sold
1,944,522
1,820,303
Gross Profit
2,107,013
1,824,165
Operating Expenses
Research and product development costs
516,633
413,816
Marketing and selling expenses
789,862
764,642
General and administrative costs
419,993
302,799
Total Operating Expenses
1,726,488
1,481,257
Operating Income
380,525
342,908
Interest and Dividend Income
7,415
3,360
Net unrealized loss on marketable securities
( 11,853 )
—
Paycheck Protection Program Loan Forgiveness
—
1,005,372
Income Before Income Taxes
376,087
1,351,640
Income Tax Expense
70,451
84,888
Net Income
$ 305,636
$ 1,266,752
Basic Earnings Per Share
$ 0.02
$ 0.08
Diluted Earnings Per Share
$ 0.02
$ 0.08
Weighted Average Shares - Basic
15,729,175
15,494,421
Weighted Average Shares - Diluted
15,752,424
15,663,772
See notes to unaudited condensed consolidated financial statements.
2
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
15,729,175
$ 157,292
$ 9,310,287
$ 4,273,734
$ 13,741,313
Stock based compensation expense
69,369
69,369
Net Income
—
305,636
305,636
Balance, May 31, 2022 (unaudited)
15,729,175
$ 157,292
$ 9,379,656
$ 4,579,370
$ 14,116,318
Balance, February 28, 2021
15,452,656
$ 154,527
$ 9,064,994
$ 1,731,161
$ 10,950,682
Stock based compensation expense
21,637
21,637
Cashless exercise of stock options
49,901
499
( 499 )
—
Net Income
1,266,752
1,266,752
Balance, May 31, 2021 (unaudited)
15,502,557
$ 155,026
$ 9,086,132
$ 2,997,913
$ 12,239,071
Accumulated Earnings
See notes to unaudited condensed consolidated financial statements.
3
SONO-TEK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended May 31,
2022
2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income
$ 305,636
$ 1,266,752
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
107,640
107,553
Stock based compensation expense
69,369
21,637
Inventory reserve
—
31,000
Paycheck Protection Program Loan Forgiveness
—
( 1,005,372 )
Unrealized loss on marketable securities
11,853
—
Deferred tax expense
( 14,676 )
1,167
Decrease (Increase) in:
Accounts receivable
( 393,866 )
589,231
Inventories
( 519,955 )
( 32,114 )
Prepaid expenses and other current assets
116,419
42,860
(Decrease) Increase in:
Accounts payable and accrued expenses
182,963
( 464,960 )
Customer deposits
497,168
80,530
Income taxes payable
69,127
83,721
Net Cash Provided by Operating Activities
431,678
722,005
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment, furnishings and leasehold improvements
( 54,331 )
( 85,548 )
Sale of marketable securities
2,457,207
1,073,112
Net Cash Provided by Investing Activities
2,402,876
987,564
NET INCREASE IN CASH AND CASH EQUIVALENTS
2,834,554
1,709,569
CASH AND CASH EQUIVALENTS
Beginning of period
4,840,558
4,084,078
End of period
$ 7,675,112
$ 5,793,647
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid
$ —
$ —
Taxes Paid
$ 16,000
$ —
See notes to unaudited condensed consolidated financial statements.
4
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.
Earnings Per Share - Basic earnings per share (“EPS”)
is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the
potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock
under the treasury stock method.
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 straight-line method
based on the estimated useful lives of the assets, which range from three to five years .
5
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:
Significant Accounting Policies - Fair values of financial assets of the Company
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Marketable Securities – May 31, 2022
$ 3,398,931
$ —
$ —
$ 3,398,931
Marketable Securities – February 28, 2022
$ 5,716,338
$ 151,652
$ —
$ 5,867,990
Marketable Securities include certificates of deposit and US Treasury securities that are
considered to be highly liquid and easily tradeable totaling $ 3,398,931 and $ 5,867,990 as of May 31, 2022 and February 28, 2022, respectively.
US Treasury securities are valued using inputs observable in active markets for identical securities and are therefore classified as Level 1
and certificates of deposit are classified as Level 2 within the Company’s fair value hierarchy. The Company’s marketable
securities are considered to be trading securities as defined under ASC 320 “Investments – Debt and Equity Securities.”
6
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 seventeen years for domestic patents and twelve years for foreign patents. The accumulated amortization
of patents is $ 195,038 and $ 192,490 at May 31, 2022 and February 28, 2022, respectively. Annual amortization expense of such intangible
assets is expected to be approximately $ 11,000 per year for the next five years.
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. No impairment losses were identified or recorded in the three months ended May 31, 2022 and May 31, 2021 on the
Company’s long-lived assets.
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.
7
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.
Stock-Based Compensation - The Company currently uses a Black-Scholes option
pricing model to calculate the fair value of its stock options. The fair value of each option is estimated on the date of grant based
on the Black-Scholes options-pricing model utilizing certain assumptions for a risk free interest rate; volatility; and expected lives
of the awards. The Company primarily uses historical data to determine the assumptions to be used in the Black-Scholes model. The assumptions
used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve
inherent uncertainties and the application of management judgment.
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.
8
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 $ 1,665,000 in cash deposits, and had issued Letters
of Credit in the amount of $ 21,000 to secure these cash deposits. At May 31, 2022, the Company was utilizing $21,000 of its available
credit line to collateralize these letters of credit .
At February 28, 2022, the Company had received $ 1,168,000 in cash deposits for customer
orders. During the three months ended May 31, 2022 the Company recognized $ 959,000 of these deposits as revenue.
The Company’s sales revenue, by product line is as follows:
Revenue Recognition - Sales Revenue by Product Line
Three Months Ended May 31,
2022
% of total
2021
% of total
Fluxing Systems
$ 309,000
8 %
$ 358,000
10 %
Integrated Coating Systems
168,000
4 %
155,000
4 %
Multi-Axis Coating Systems
1,979,000
49 %
2,079,000
57 %
OEM Systems
554,000
14 %
326,000
9 %
Spare Parts, Services and Other
1,042,000
25 %
726,000
20 %
TOTAL
$ 4,052,000
$ 3,644,000
NOTE 4: INVENTORIES
Inventories consist of the following:
Inventories - Schedule of Inventory, Current
May 31,
February 28,
2022
2022
Raw materials and subassemblies
$ 1,676,995
$ 1,439,465
Finished goods
858,885
918,318
Work in process
684,977
343,120
Total
3,220,857
2,700,903
Less: Allowance
( 327,661 )
( 327,661 )
Net inventories
$ 2,893,196
$ 2,373,242
9
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 2,500,000 shares of the Company's common stock. Under the 2013 Plan options expire ten years after
the date of grant. As of May 31, 2022, there were 242,659 options outstanding under the 2013 Plan, of which 51,690 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 1,500,000 shares of the Company's common stock. As of May 31, 2022, there were 10,000 options outstanding and vested under
the 2003 Plan, under which no additional options may be granted.
NOTE 6: STOCK BASED COMPENSATION
During the three months ended May 31, 2022, the Company granted options to acquire 1,408
shares to employees at an exercise price of $ 5.80 . The options granted to employees vest over three years and expire ten years from the
date of issuance. The options granted during the three months ended May 31, 2022 had a grant date fair value of $ 3.55 per share.
The weighted-average fair value of options are estimated on the date of grant using the
Black-Scholes options-pricing model. The weighted-average Black-Scholes assumptions are as follows:
Weighted-average Black-Scholes assumptions
Three Months Ended
May 31, 2022
Expected Life
8 years
Risk free interest rate
2.82 %
Expected volatility
55.02 %
Expected dividend yield
0 %
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 $ 69,000 and $ 22,000 in compensation
expense during the three months ended May 31, 2022 and 2021, respectively.
NOTE 7: EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share:
Earnings Per Share - Computation of basic and diluted earnings per share
Three Months Ended May 31,
2022
2021
Numerator for basic and diluted earnings per share
$ 305,636
$ 1,266,752
Denominator for basic earnings per share - weighted average
15,729,175
15,494,421
Effects of dilutive securities:
Stock options for employees, directors and outside consultants
23,249
169,351
Denominator for diluted earnings per share
15,752,424
15,663,772
Basic Earnings Per Share
$ 0.02
$ 0.08
Diluted Earnings Per Share
$ 0.02
$ 0.08
10
NOTE 8: REVOLVING LINE OF CREDIT
The Company has a $ 1,500,000 revolving line of credit at prime which was 4.00 % at May 31,
2022 and 3.25 % at February 28, 2022. The revolving credit line is collateralized by the Company’s accounts receivable and inventory.
The revolving credit line is payable on demand and must be retired for a 30-day period, once annually. If the Company fails to perform
the 30-day annual pay down or if the bank elects to terminate the credit line, the bank may, at its option, convert the outstanding balance
to a 36-month term note with payments including interest in 36 equal installments.
As of May 31, 2022, $ 21,000 of the Company’s credit line was being utilized to collateralize
letters of credit issued to customers that have remitted cash deposits to the Company on existing orders. The letters of credit expire
in 2023. As of May 31, 2022, there were no outstanding borrowings under the line of credit and the unused portion of the credit line was
$ 1,479,000 .
NOTE
9: CUSTOMER CONCENTRATIONS AND FOREIGN SALES
Export sales to customers located outside the United States and Canada were approximately
as follows:
Customer Concentrations and Foreign Sales - Schedule of Customer Concentrations and Foreign Sales
May 31,
2022
May 31,
2021
Asia Pacific (APAC) Asia Pacific (APAC)
706,000
1,222,000
Europe, Middle East, Asia (EMEA) Europe, Middle East, Asia (EMEA)
990,000
842,000
Latin America Latin America
418,000
352,000
$ 2,114,000
$ 2,416,000
During the three months ended May 31, 2022 and 2021, sales to foreign customers accounted
for approximately $ 2,114,000 and $ 2,416,000 , or 52 % and 66 % respectively, of total revenues.
The Company had seven customers which accounted for 40 % of sales during the first quarter
of fiscal 2023. Four customers accounted for 46 % of the outstanding accounts receivables at May 31, 2022.
The Company had three customers which accounted for 33 % of sales during the first quarter
of fiscal 2022. Four customers accounted for 54 % of the outstanding accounts receivables at May 31, 2021.
11
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.
12
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.
13
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.
14
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.
15
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.
16
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.
17
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.
18
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.
19
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
20
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
21
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.