SONO TEK CORP 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: August 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) SONO TEK CORP 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 October 14, 2022 Class Common Stock, par value $.01 per share 15,737,501 Explanatory Note Sono-Tek Corporation (the "Registrant") is filing this Amendment No. 1 (the “Amendment”) to its Form 10-Q for the quarter ended August 31, 2022, as originally filed with the U.S. Securities and Exchange Commission on October 17, 2022 (Accession Number 0001171520-22-000498) (the “Original Filing”), for the sole purpose of filing Interactive Data Files for Exhibits 101 and 104 which were inadvertently omitted from the Original Filing. In accordance with Rule 12b-15 and Rule 13a-14 promulgated under the Securities Exchange Act of 1934, as amended, this Amendment also includes new certifications by the Registrant’s Principal Executive Officer and Principal Financial Officer dated as of the date of this Amendment. Except for the correction of the error described above and the inclusion of new certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, this Amendment does not supersede, modify or update any other items or disclosures found in the Original Filing. In addition, this Amendment does not reflect any information, events or transactions occurring after the reporting period of the Original Filing and does not supersede, modify or update those disclosures affected by subsequent events. As a result, information included in the report continues to speak as of the date of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing together with the Registrant’s other filings with the SEC. SONO-TEK CORPORATION INDEX Page Part I - Financial Information Item 1 – Condensed Consolidated Financial Statements: 1 – 4 Condensed Consolidated Balance Sheets – August 31, 2022 (Unaudited) and February 28, 2022 1 Condensed Consolidated Statements of Income – Six and Three Months Ended August 31, 2022 and 2021 (Unaudited) 2 Condensed Consolidated Statements of Stockholders’ Equity – Six and Three Months Ended August 31, 2022 and 2021 (Unaudited) 3 Condensed Consolidated Statements of Cash Flows – Six Months Ended August 31, 2022 and 2021 (Unaudited) 4 Notes to Unaudited Condensed Consolidated Financial Statements 5 – 12 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 12 –19 Item 3 – Quantitative and Qualitative Disclosures about Market Risk 20 Item 4 – Controls and Procedures 20 Part II - Other Information 21 Signatures and Certifications 22 SONO-TEK CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS August 31, 2022 February 28, (Unaudited) 2022 ASSETS Current Assets: Cash and cash equivalents $ 4,309,057 $ 4,840,558 Marketable securities 6,347,854 5,867,990 Accounts receivable (less allowance of $ 56,123 ) 1,977,510 1,092,505 Inventories, net 2,773,834 2,373,242 Prepaid expenses and other current assets 261,753 323,304 Total current assets 15,670,008 14,497,599 Land 250,000 250,000 Buildings, net 1,593,751 1,621,878 Equipment, furnishings and building improvements, net 986,335 939,306 Intangible assets, net 66,583 76,015 Deferred tax asset 229,679 240,736 TOTAL ASSETS $ 18,796,356 $ 17,625,534 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 967,963 $ 684,511 Accrued expenses 1,499,963 1,804,028 Customer deposits 1,778,752 1,167,968 Income taxes payable 62,576 58,874 Total current liabilities 4,309,254 3,715,381 Deferred tax liability 165,629 168,840 Total liabilities 4,474,883 3,884,221 Stockholders’ Equity Common stock, $ .01 par value; 25,000,000 shares authorized, 15,734,728 and 15,729,175 shares issued and outstanding, respectively 157,348 157,292 Additional paid-in capital 9,422,632 9,310,287 Accumulated earnings 4,741,493 4,273,734 Total stockholders’ equity 14,321,473 13,741,313 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 18,796,356 $ 17,625,534 See notes to unaudited condensed consolidated financial statements. 1 SONO-TEK CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Six Months Ended August 31, Three Months Ended August 31, 2022 2021 2022 2021 Net Sales $ 7,814,864 $ 7,714,935 $ 3,763,329 $ 4,070,467 Cost of Goods Sold 3,812,238 3,816,771 1,867,716 1,996,468 Gross Profit 4,002,626 3,898,164 1,895,613 2,073,999 Operating Expenses Research and product development costs 1,023,123 826,213 506,490 412,397 Marketing and selling expenses 1,566,720 1,504,245 776,858 739,603 General and administrative costs 854,680 776,222 434,687 473,423 Total Operating Expenses 3,444,523 3,106,680 1,718,035 1,625,423 Operating Income 558,103 791,484 177,578 448,576 Interest and Dividend Income 25,922 11,000 18,507 7,640 Net unrealized loss on marketable securities ( 31,025 ) — ( 19,172 ) — Paycheck Protection Program Loan Forgiveness — 1,005,372 — — Income Before Income Taxes 553,000 1,807,856 176,913 456,216 Income Tax Expense 85,241 197,280 14,790 112,392 Net Income $ 467,759 $ 1,610,576 $ 162,123 $ 343,824 Basic Earnings Per Share $ 0.03 $ 0.10 $ 0.01 $ 0.02 Diluted Earnings Per Share $ 0.03 $ 0.10 $ 0.01 $ 0.02 Weighted Average Shares - Basic 15,730,862 15,500,952 15,732,550 15,507,484 Weighted Average Shares - Diluted 15,770,544 15,613,930 15,775,156 15,602,359 See notes to unaudited condensed consolidated financial statements. 2 SONO-TEK CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Three and Six Months Ended August 31, 2022 Common Stock Additional Total Par Value $.01 Paid – In Accumulated 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 Stock based compensation expense 43,032 43,032 Cashless exercise of stock options 5,553 56 ( 56 ) — Net Income 162,123 162,123 Balance, August 31, 2022 (Unaudited) 15,734,728 $ 157,348 $ 9,422,632 $ 4,741,493 $ 14,321,473 Three and Six Months Ended August 31, 2021 Common Stock Par Value $.01 Additional Paid – In Accumulated Total Stockholders’ Shares Amount Capital Earnings Equity 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 Stock based compensation expense 19,080 19,080 Cashless exercise of stock options 28,728 287 ( 287 ) — Net Income 343,824 343,824 Balance, August 31, 2021 (Unaudited) 15,531,285 $ 155,313 $ 9,104,925 $ 3,341,737 $ 12,601,975 See notes to unaudited condensed consolidated financial statements. 3 SONO-TEK CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended August 31, 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 467,759 $ 1,610,576 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 234,771 224,233 Stock based compensation expense 112,401 40,717 Inventory reserve ( 10,854 ) ( 24,919 ) Paycheck Protection Program Loan Forgiveness — ( 1,005,372 ) Unrealized loss on marketable securities 31,025 — Deferred tax expense 7,846 1,167 Decrease (Increase) in: Accounts receivable ( 885,005 ) 275,468 Inventories ( 389,738 ) ( 287,830 ) Prepaid expenses and other current assets 61,551 27,101 (Decrease) Increase in: Accounts payable and accrued expenses ( 20,613 ) ( 563,094 ) Customer deposits 610,784 750,243 Income taxes payable 3,702 148,622 Net Cash Provided by Operating Activities 223,629 1,196,912 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of equipment, furnishings and leasehold improvements ( 244,237 ) ( 147,230 ) (Purchase) Sale of marketable securities - net ( 510,893 ) 1,009,346 Net Cash (Used in) Provided by Investing Activities ( 755,130 ) 862,116 NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ( 531,501 ) 2,059,028 CASH AND CASH EQUIVALENTS Beginning of period 4,840,558 4,084,078 End of period $ 4,309,057 $ 6,143,106 SUPPLEMENTAL CASH FLOW DISCLOSURE: Interest paid $ — $ — Income Taxes Paid $ 158,693 $ 47,488 See notes to unaudited condensed consolidated financial statements. 4 SONO-TEK CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SIX MONTHS ENDED AUGUST 31, 2022 and 2021 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 and 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 balances 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 . 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. 5 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 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 August 31, 2022 and February 28, 2022, respectively: Schedule of Significant Accounting Policies - Fair values of financial assets of the Company Level 1 Level 2 Level 3 Total Marketable Securities – August 31, 2022 $ 6,196,030 $ 151,824 $ — $ 6,347,854 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 $ 6,347,854 and $ 5,867,990 as of August 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.” 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 August 31, 2022 and February 28, 2022, there were no accruals for uncertain tax positions. Intangible Assets - Consists of costs of patent applications which are deferred and charged to operations over seventeen 17 years for domestic patents and twelve 12 years for foreign patents. The accumulated amortization of patents is $ 197,585 and $ 192,490 at August 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. 6 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. 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 and six months ended August 31, 2022 and August 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. Other than Accounting Standards Update 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 7 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. We have encountered challenges in our supply of various materials and components, and electronic components in particular, due to well-documented shortages and constraints in the global supply chain. Lead times for ordered components may vary significantly, and some components used to manufacture our products are provided by a limited number of sources. We have experienced lengthened lead times throughout our supply chain as a result of supply chain constraints and material shortages that have occurred in the recent months, and may continue through fiscal year 2023. This has been exacerbated by the recent resurgence of the COVID-19 pandemic in certain parts of China, which has resulted in the temporary closure of manufacturing facilities, including those that make electronic parts like those that we included in our products, in certain parts of China. 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 August 31, 2022, the Company had received $ 1,779,000 in cash deposits, and had issued Letters of Credit in the amount of $ 5,000 to secure these cash deposits. At February 28, 2022, the Company had received $ 1,168,000 in cash deposits for customer orders. During the six months ended August 31, 2022 the Company recognized $ 1,103,000 of these deposits as revenue. 8 The Company’s sales revenue by product line is as follows: Schedule of Revenue Recognition - Sales Revenue by Product Line Three Months Ended August 31, Six Months Ended August 31, 2022 % of total 2021 % of total 2022 % of total 2021 % of total Fluxing Systems $ 399,000 11 % $ 117,000 3 % $ 707,000 9 % $ 476,000 6 % Integrated Coating Systems 425,000 11 % 565,000 14 % 594,000 8 % 720,000 9 % Multi-Axis Coating Systems 1,491,000 40 % 1,891,000 46 % 3,470,000 44 % 3,970,000 52 % OEM Systems 762,000 20 % 845,000 21 % 1,316,000 17 % 1,171,000 15 % Other 686,000 18 % 652,000 16 % 1,728,000 22 % 1,378,000 18 % TOTAL $ 3,763,000 $ 4,070,000 $ 7,815,000 $ 7,715,000 NOTE 4: INVENTORIES Inventories consist of the following: Schedule of Inventory, Current August 31, February 28, 2022 2022 Raw materials and subassemblies $ 1,560,366 $ 1,439,465 Finished goods 872,011 918,318 Work in process 658,264 343,120 Total 3,090,641 2,700,903 Less: Allowance ( 316,807 ) ( 327,661 ) Net inventories $ 2,773,834 $ 2,373,242 NOTE 5: 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 10 years after the date of grant. As of August 31, 2022, there were 230,215 options outstanding under the 2013 Plan, of which 82,305 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 August 31, 2022, there were 5,000 options outstanding and vested under the 2003 Plan, under which no additional options may be granted. During the three and six months ended August 31, 2022, 7,250 options were exercised on a net cashless basis, which resulted in 5,553 shares of common stock being issued. NOTE 6: STOCK BASED COMPENSATION The Company accounts for stock based compensation under ASC 718, “Share Based Payments.” which requires companies to expense the value of employee stock options and similar awards. During the six months ended August 31, 2022, the Company granted options to acquire 2,972 shares to employees exercisable at prices ranging from $ 5.50 to $ 5.80 and options to acquire 16,500 shares to non-employee members of the board of directors with an exercise price of $ 5.50 . The options granted to employees and directors vest over three 3 years and expire in ten 10 years. The options granted during the first six months of fiscal 2023 had a combined weighted average grant date fair value of $ 3.04 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: Schedule of weighted-average Black-Scholes assumptions Six Months Ended August 31, 2022 Expected Life 5 - 8 years Risk free interest rate 2.82 % - 3.02 % Expected volatility 55.02 % - 61.42 % Expected dividend yield 0 % 9 Total compensation related to non-vested options not yet recognized as of August 31, 2022 was $ 322,000 and will be recognized over the next three 3 years based on vesting date. For the three and six months ended August 31, 2022 and 2021, net income and earnings per share reflect the actual deduction for stock-based compensation expense. For the three months ended August 31, 2022 and 2021, the Company recognized approximately $ 43,000 and $ 19,000 of stock based compensation, respectively. For the six months ended August 31, 2022, the Company recognized approximately $ 112,000 and $ 41,000 of stock based compensation, respectively. Stock based compensation is included in general and administrative expenses on the unaudited consolidated statements of income. NOTE 7: EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share: Schedule of Computation of basic and diluted earnings per share Six Months Ended August 31, Three Months Ended August 31, 2022 2021 2022 2021 Numerator for basic and diluted earnings per share $ 467,759 $ 1,610,576 $ 162,123 $ 343,824 Denominator for basic earnings per share – weighted average 15,730,862 15,500,952 15,732,550 15,507,484 Effects of dilutive securities Stock options for employees, directors and outside consultants 39,682 112,978 42,606 94,875 Denominator for diluted earnings per share 15,770,544 15,613,930 15,775,156 15,602,359 Basic Earnings Per Share $ 0.03 $ 0.10 $ 0.01 $ 0.02 Diluted Earnings Per Share $ 0.03 $ 0.10 $ 0.01 $ 0.02 NOTE 8: REVOLVING LINE OF CREDIT The Company has a $ 1,500,000 revolving line of credit at prime which was 5.50 % at August 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 August 31, 2022, $ 5,000 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 August 31, 2022, there were no outstanding borrowings under the line of credit and the unused portion of the credit line was $ 1,495,000 . NOTE 9: CUSTOMER CONCENTRATIONS AND FOREIGN SALES Export sales to customers located outside the United States and Canada were approximately as follows: Schedule of Customer Concentrations and Foreign Sales Six Months Ended August 31, Three Months Ended August 31, 2022 2021 2022 2021 Asia Pacific (APAC) $ 1,533,000 $ 2,853,000 $ 827,000 $ 1,631,000 Europe, Middle East, Asia (EMEA) 1,826,000 1,436,000 836,000 593,000 Latin America 865,000 645,000 447,000 293,000 $ 4,224,000 $ 4,934,000 $ 2,110,000 $ 2,517,000 10 During first half of fiscal 2023 and fiscal 2022, sales to foreign customers accounted for approximately $ 4,224,000 and $ 4,934,000 , or 54 % and 64 % respectively, of total revenues. During second quarter of fiscal 2023 and fiscal 2022, sales to foreign customers accounted for approximately $ 2,110,000 and $ 2,517,000 , or 56 % and 62 % respectively, of total revenues. The Company had three customers which accounted for 17 % of sales during the first half of fiscal 2023. The Company had four customers which accounted for 24 % of sales during the second quarter of fiscal 2023. Five customers accounted for 40 % of the outstanding accounts receivables at August 31, 2022. The Company had two customers which accounted for 26 % of sales during the first half of fiscal 2022. The Company had five customers which accounted for 47 % of sales during the second quarter of fiscal 2022. Three customers accounted for 41 % of the outstanding accounts receivables at February 28, 2022. 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; political, regulatory, tax, competitive and technological developments affecting our operations or the demand for our products; inflationary pressures; 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; the recovery of the Electronics/ Microelectronics and Medical markets following COVID-19 related slowdowns; 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; 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 medical and alternative energy markets; 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 functional or 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. 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 54% of our sales generated from outside the United States and Canada in the first six months of fiscal 2022. Our direct sales team and our distributor and sales representative network are located in North America, Latin America, Europe and Asia. We continue to expand 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. Providing customers that visit our labs with a high level of application engineering expertise to develop their unique coating processes is an area of focus in our sales efforts, as we continually expand Sono-Tek’s services to best support the needs of our customers. 12 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 in part due to the increase of larger orders in the Company’s sales mix. Second Quarter Fiscal 2023 Highlights (compared with the second quarter of fiscal 2022 unless otherwise noted) We refer to the three-month periods ended August 31, 2022 and 2021 as the second quarter of fiscal 2023 and fiscal 2022, respectively. • Supply chain demand issues resulted in delayed shipments for a number of orders in the second quarter of fiscal 2023, many of which are now scheduled for shipment in the third quarter of fiscal 2023 including three large system orders totaling $319,000. As a consequence of these delayed shipments, net sales were $3,763,000, a decrease of $307,000 or 8%. We currently anticipate supply chain demand issues will continue to impact revenue through the third quarter of fiscal 2023, resulting in an increase of shipments in the fourth quarter of fiscal 2023. • Gross Profit decreased 9% to $1,896,000 due to lower sales and product mix. • Gross Margin decreased 60 basis points to 50.4% due to product mix. • Operating income decreased by $271,000 to $178,000 due to the decrease in gross profit combined with increases in operating expenses. Operating expenses increased in part due to inflationary salary increases in conjunction with the competitive landscape to attract and retain talent. • Income before taxes decreased by $279,000 to $177,000. · Backlog on August 31, 2022 was $5,049,000, an increase of 19% compared with backlog of $4,230,000 on May 31, 2022 (the end of the first quarter of fiscal 2023), and decreased 5% compared to backlog of $5,325,000 on February 28, 2022. The quarter over quarter increase in backlog was impacted by growing order activity from the clean energy sector, of which several of these systems were unable to ship in the second quarter of fiscal 2023 due to supply chain challenges. · The Industrial Market grew by 77% driven by a $177,000 order from the food packaging industry which incorporated our first roll-to-roll coating system. First Half Fiscal 2023 Highlights (compared with the first half of fiscal 2022 unless otherwise noted) We refer to the six-month periods ended August 31, 2022 and 2021 as the first half of fiscal 2023 and fiscal 2022, respectively. • Net Sales were $7,815,000, an increase of $100,000 or 1%, primarily due to by strong sales of medical coating systems and industrial coating machinery. • Gross Profit increased 3% to $4,003,000 and was positively impacted by strong OEM system sales which have the highest profit margins of all Sono-Tek product lines. • Gross Margin expanded 70 basis points to 51.2% primarily due to product mix and lower than expected warranty and installation costs. • Operating Income decreased by $233,000 to $558,000 due to increases in operating expenses. • Income before taxes decreased by $250,000 to $553,000, excluding the benefit from PPP loan forgiveness of $1.0 million in the first half of fiscal year 2022. • As of August 31, 2022, the Company had no outstanding debt and had cash, cash equivalents and marketable securities totaling $10.7 million. 13 RESULTS OF OPERATIONS Sales: Product Sales Three Months Ended August 31, Change Six Months Ended August 31, Change 2022 2021 $ % 2022 2021 $ % Fluxing Systems $ 399,000 $ 117,000 282,000 241% $ 707,000 $ 476,000 231,000 49% Integrated Coating Systems 425,000 565,000 (140,000 ) (25%) 594,000 720,000 (126,000 ) (18%) Multi-Axis Coating Systems 1,491,000 1,891,000 (400,000 ) (21%) 3,470,000 3,970,000 (500,000 ) (13%) OEM Systems 762,000 845,000 (83,000 ) (10%) 1,316,000 1,171,000 145,000 12% Other 686,000 652,000 34,000 5% 1,728,000 1,378,000 350,000 25% TOTAL $ 3,763,000 $ 4,070,000 (307,000 ) (8%) $ 7,815,000 $ 7,715,000 100,000 1% Total Sales increased by 1% year over year for the first half of fiscal 2023, while decreasing in the second quarter of fiscal 2023 due to delayed shipments resulting from supply chain demand challenges. Strong growth of Fluxing System sales was positively impacted by the introduction of our newly launched SelectFlux X2 product to several large PCB contract manufacturers, resulting in 241% year over year growth in the second quarter of fiscal 2023, and 49% growth for the first half of fiscal 2023. OEM system sales dipped by 10% in the second quarter of fiscal 2023, but remained strong overall for the first half of fiscal 2023, growing by 12%, led by several significant shipments to our OEM partners in Europe. Multi-axis coating systems sales decreased by 21% and 13% respectively for the second quarter of fiscal 2023 and the first half of fiscal 2023 as a result of delayed shipments due to supply chain demand. Market Sales Three Months Ended August 31, Change Six Months Ended August 31, Change 2022 2021 $ % 2022 2021 $ % Electronics/Microelectronics $ 1,723,000 $ 1,448,000 275,000 19% $ 3,010,000 $ 3,707,000 (697,000 ) (19%) Medical 798,000 1,097,000 (299,000 ) (27%) 2,473,000 1,814,000 659,000 36% Alternative Energy 697,000 957,000 (260,000 ) (27%) 1,306,000 1,389,000 (83,000 ) (6%) Emerging R&D and Other 17,000 269,000 (252,000 ) (94%) 220,000 435,000 (215,000 ) (49%) Industrial 528,000 299,000 229,000 77% 806,000 370,000 436,000 118% TOTAL $ 3,763,000 $ 4,070,000 (307,000 ) (8%) $ 7,815,000 $ 7,715,000 100,000 1% Sales to the industrial market recorded growth of 77% in the second quarter of fiscal 2023, and 118% for the first half of fiscal 2023, which were positively impacted by Sono-Tek’s first roll-to-roll system that shipped into the food packaging industry, and the first of seven coating machines valued at $216,000 each, that shipped to an industrial manufacturing company. The remaining six machines are scheduled to ship in the second half of fiscal 2023. Revenue in the medical sector decreased by 27% in the second quarter of fiscal 2023 and increased by 36% in the first half of fiscal 2023. The increase in the first half of fiscal 2023 resulted from several large US based medical companies incorporating Sono-Tek coating equipment into their operations. The alternative energy market decreased by 27% and 6% respectively for the second quarter of fiscal 2023 and the first half of fiscal 2023, but based on our existing backlog and forecast, we expect growth in this market segment to rebound for the full fiscal year. 14 Geographic Sales Three Months Ended August 31, Change Six Months Ended August 31, Change 2022 2021 $ % 2022 2021 $ % U.S. & Canada $ 1,653,000 $ 1,553,000 100,000 6% $ 3,591,000 $ 2,781,000 810,000 29% Asia Pacific (APAC) 827,000 1,631,000 (804,000 ) (49%) 1,533,000 2,853,000 (1,320,000 ) (46%) Europe, Middle East, Asia (EMEA) 836,000 593,000 243,000 41% 1,826,000 1,436,000 390,000 27% Latin America 447,000 293,000 154,000 53% 865,000 645,000 220,000 34% TOTAL $ 3,763,000 $ 4,070,000 (307,000 ) (8%) $ 7,815,000 $ 7,715,000 100,000 1% In the first half of fiscal 2023, approximately 54% of sales originated outside of the United States and Canada compared with 64% in the first half of fiscal 2022. In the second quarter of fiscal 2023, approximately 56% of sales originated outside of the United States and Canada compared with 62% in the second quarter of fiscal 2022. We had strong sales growth from the US, EMEA and Latin America in both the second quarter of fiscal 2023 and the first half of fiscal 2023. A significant dip in APAC sales was primarily impacted by decreased shipments to China due to COVID-19 related lockdowns and delays with order placement, resulting in a 49% and 46% decrease in APAC revenue for the second quarter of fiscal 2023 and the first half of fiscal 2023, respectively. We continue to adapt and refocus our sales efforts to those countries that are operational during COVID-19 peaks and dips. This strategy has been helpful in softening the impact of the pandemic on our operations. Gross Profit: Three Months Ended August 31, Change Six Months Ended August 31, Change 2022 2021 $ % 2022 2021 $ % Net Sales $ 3,763,000 $ 4,070,000 (307,000 ) (8%) $ 7,815,000 $ 7,715,000 100,000 1% Cost of Goods Sold 1,867,000 1,996,000 (129,000 ) (6%) 3,812,000 3,817,000 (5,000 ) 0% Gross Profit $ 1,896,000 $ 2,074,000 (178,000 ) (9%) $ 4,003,000 $ 3,898,000 105,000 3% Gross Profit % 50.4% 51.0% 51.2% 50.5% For the second quarter of fiscal 2023, gross profit decreased by $178,000, or 9%, compared with the second quarter of fiscal 2022. The gross profit margin was 50.4% compared with 51.0% for the prior year period. The decrease in the gross profit margin is due to decreased sales of nozzles and medicoat units which traditionally have a higher profit margin compared to our other product lines. Gross profit increased by $105,000, or 3%, to $4,003,000 for the first half of fiscal 2023 compared with $3,898,000 in the first half of fiscal 2022. The gross profit margin was 51.2% compared with 50.5% for the prior year period. The improvement in the gross profit margin is due to a favorable product mix with increased OEM sales, and strong sales to the medical industry which can typically realize higher prices for our full system coating solutions. 15 Operating Expenses: Three Months Ended August 31, Change Six Months Ended August 31, Change 2022 2021 $ % 2022 2021 $ % Research and product development $ 506,000 $ 412,000 94,000 23% $ 1,023,000 $ 827,000 196,000 24% Marketing and selling 777,000 740,000 37,000 5% 1,567,000 1,504,000 63,000 4% General and administrative 435,000 473,000 (38,000 ) (8%) 855,000 776,000 79,000 10% Total Operating Expenses $ 1,718,000 $ 1,625,000 93,000 6% $ 3,445,000 $ 3,107,000 338,000 11% Research and Product Development: Research and product development costs increased in the second quarter of fiscal 2023 due to increased salaries and research and development materials and supplies, which are used in the focused growth initiatives we continue to implement. In the second quarter of fiscal 2022, some of our personnel, previously assigned to research and development projects, were assigned to specific customer sales orders and the associated costs were recorded in inventory, as incurred. Marketing and Selling : Marketing and selling expenses increased in the second quarter of fiscal 2023 due to increased travel and trade show expenses. The increased travel and trade show expenses are a result of the global lifting of COVID-19 restrictions. We believe that these expenses will level out over time and return to prior COVID-19 amounts. These increased travel and trade show amounts were partially offset by decreased salaries and commission expenses. Marketing and selling costs increased in the first half of fiscal 2023 due to increased travel and trade show expenses. These increases were partially offset by a decrease in salaries and commission expense . General and Administrative: In the second quarter of fiscal 2022, we expensed $88,000 in non-recurring application and entry fees related to the listing of our stock on the Nasdaq Capital Market. In the second quarter of fiscal 2023, we experienced decreases in professional fees and corporate expenses primarily resulting from the absence of the Nasdaq related expense but partially offset by an increase in salaries and stock based compensation expense. The increase in stock-based compensation expense in the first half 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. Operating Income : In the second quarter of fiscal 2023, operating income decreased by $271,000, to $178,000 compared with $449,000 for the second quarter of fiscal 2022. Operating margin for the quarter decreased to 5% compared with 11% in the prior year period. In the second quarter of fiscal 2023, decreases in revenue and gross profit combined with increases in operating expenses were key factors in the decrease of operating income. In the first half of fiscal 2023, operating income decreased by $233,000, to $558,000 compared with $791,000 for the first half of fiscal 2022. Operating margin for the first half of fiscal 2023 decreased to 7% compared with 10% in the first half of fiscal 2022. In the first half of fiscal 2023, increases in operating expenses partially offset by increased gross profit were key factors in the decrease of operating income. Interest and Dividend Income: Interest and dividend income increased by $11,000 to $19,000 in the second quarter of fiscal 2023 as compared with $8,000 for the second quarter of fiscal 2022. In the first half of fiscal 2023 interest and dividend income increased by $15,000 to $26,000 as compared with $11,000 for the first half of fiscal 2022. Our present investment policy is to invest excess cash in highly liquid, lower risk US Treasury securities. At August 31, 2022, the majority of our holdings are rated at or above investment grade. Income Tax Expense: We recorded income tax expense of $15,000 for the second quarter of fiscal 2023 compared with $112,000 for the second quarter of fiscal 2022. For the first half of fiscal 2023, we recorded income tax expense of $85,000 compared with $197,000 for the first half of fiscal 2022. The decrease in income tax expense in the second quarter and first half of fiscal 2023 is due to the decrease in income before income taxes combined with the application of available research and development tax credits partially offset by an increase in permanent timing differences. 16 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. Net Income: Net income decreased by $182,000 to $162,000 for the second quarter of fiscal 2023 compared with $344,000 for the second quarter of fiscal 2022. The decrease in net income during the second quarter is primarily a result of a decrease in operating income combined with a decrease in income tax expense. Net income decreased by $1,143,000 to $468,000 for the first half of fiscal 2023 compared with $1,611,000 for the first half of fiscal 2022. The decrease in net income in the first half of fiscal 2023 is a result of a decrease in operating income and income tax expense combined with 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 $579,000 to $11,361,000 at August 31, 2022 from $10,782,000 at February 28, 2022. The increase in working capital was mostly the result of the current period’s net income and noncash charges partially offset by purchases of equipment. The Company aggregates cash and cash equivalents and marketable securities in managing its balance sheet and liquidity. For purposes of the following analysis, the total is referred to as “Cash.” At August 31, 2022 and February 28, 2022, our working capital included: August 31, 2022 February 28, 2022 Cash Increase (Decrease) Cash and cash equivalents $ 4,309,000 $ 4,841,000 $ (532,000 ) Marketable securities 6,348,000 5,868,000 480,000 Total $ 10,657,000 $ 10,709,000 $ (52,000 ) 17 The following table summarizes the accounts and the major reasons for the $52,000 decrease in “Cash”: Impact on Cash Reason Net income, adjusted for non-cash items $ 804,000 Accounts receivable increase (885,000 ) Timing of cash receipts, based upon sales terms. Inventories increase (390,000 ) Required to support backlog and additional inventory purchases. Equipment purchases (244,000 ) Equipment and facilities upgrade. Customer deposits increase 611,000 Received for new orders. Accounts payable and accrued expenses decrease (21,000 ) Timing of disbursements. Prepaid and Other Assets decrease 62,000 Decreased prepaid expenses. Other 11,000 Timing of disbursements. Net decrease in cash $ (52,000 ) Stockholders’ Equity – Stockholders’ Equity increased $580,000 from $13,741,000 at February 28, 2022 to $14,321,000 at August 31, 2022. The increase is a result of the current period’s net income of $468,000 and $112,000 in additional equity related to stock-based compensation awards. Operating Activities – We generated $224,000 of cash in our operating activities in the first half of fiscal 2023 compared to $1,197,000 of cash in the first half of fiscal 2022, a decrease of $973,000. The decrease was mostly the result of increases in accounts receivable and inventories offset by an increase in customer deposits. Investing Activities – We used $755,000 in the first half of fiscal 2023 in our investing activities compared with cash generated of $862,000 in the first half of fiscal 2022. For the first halves of fiscal years 2023 and 2022, we used $244,000 and $147,000, respectively, for the purchase or manufacture of equipment, furnishings and leasehold improvements. For the first half of 2023, we invested $511,000 in our marketable securities compared with $1,009,000 provided by our marketable securities in the first half of fiscal 2022. Net Changes in Cash and Cash Equivalents – In the first half of fiscal 2023, our cash balance decreased by $532,000 as compared to an increase of $2,059,000 in the first half of 2022. In the first half of fiscal 2023, our operating activities generated $224,000 of cash. In addition, we invested $511,000 in marketable securities and used $244,000 for the purchase or manufacture of equipment, furnishings and leasehold improvements. Backlog – Our backlog decreased $276,000 to $5,049,000 at August 31, 2022 from $5,325,000 at February 28, 2022. The reduction in backlog is due to shipments during the first half of fiscal 2023 that were included in backlog at February 28, 2022 and weaker demand for our products during the three months ended August 31, 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. Critical Accounting Policies The discussion and analysis of the Company’s financial condition and results of operations are based upon the unaudited condensed 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. 18 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. 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. Although every effort is made to ensure the accuracy of our estimates and assumptions, significant unanticipated changes in those estimates, interpretations and assumptions may result in recording stock option expense that may materially impact our financial statements for each respective reporting period. 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. 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 $4,309,000 in cash and $6,348,000 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 August 31, 2021. 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 second 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 – The financial information from the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2022 formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Unaudited Condensed Consolidated Financial Statements. 104 – Cover Page Interactive Data File formatted in 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: January 17, 2023 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