SONO TEK CORP 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q SONO TEK CORP ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: May 31, 2023 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 12, 2023 Class Common Stock, par value $.01 per share 15,743,484 SONO-TEK CORPORATION INDEX Part I – Financial Information Page Item 1 – Condensed Consolidated Financial Statements: 1 – 4 Condensed Consolidated Balance Sheets – May 31, 2023 (Unaudited) and February 28, 2023 1 Condensed Consolidated Statements of Income – Three Months Ended May 31, 2023 and 2022 (Unaudited) 2 Condensed Consolidated Statements of Stockholders' Equity – Three Months Ended May 31, 2023 and 2022 (Unaudited) 3 Condensed Consolidated Statements of Cash Flows – Three Months Ended May 31, 2023 and 2022 (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 Item 1 – Condensed Consolidated Financial Statements: SONO-TEK CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS May 31, 2023 February 28, (Unaudited) 2023 ASSETS Current Assets: Cash and cash equivalents $ 4,294,339 $ 3,354,601 Marketable securities 7,847,008 8,090,000 Accounts receivable (less allowance of $ 12,225 ) 1,141,476 1,633,866 Inventories 3,755,057 3,242,909 Prepaid expenses and other current assets 189,300 254,046 Total current assets 17,227,180 16,575,422 Land 250,000 250,000 Buildings, equipment, furnishings and leasehold improvements, net 2,642,801 2,624,996 Intangible assets, net 53,193 57,202 Deferred tax asset 726,777 667,098 TOTAL ASSETS $ 20,899,951 $ 20,174,718 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 933,630 $ 810,863 Accrued expenses 1,339,289 1,427,446 Customer deposits 3,610,575 2,838,165 Income taxes payable 262,571 381,421 Total current liabilities 6,146,065 5,457,895 Deferred tax liability 18,227 82,865 Total liabilities 6,164,292 5,540,760 Commitments and Contingencies (Note 9) - - Stockholders’ Equity Common stock, $ .01 par value; 25,000,000 shares authorized, 15,742,073 and 15,742,073 shares issued and outstanding, respectively 157,421 157,421 Additional paid-in capital 9,615,193 9,566,898 Accumulated earnings 4,963,045 4,909,639 Total stockholders’ equity 14,735,659 14,633,958 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 20,899,951 $ 20,174,718 See notes to unaudited condensed consolidated financial statements. 1 SONO-TEK CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended May 31, 2023 2022 Net Sales $ 3,603,018 $ 4,051,535 Cost of Goods Sold 1,825,786 1,944,522 Gross Profit 1,777,232 2,107,013 Operating Expenses Research and product development costs 656,438 516,633 Marketing and selling expenses 800,784 789,862 General and administrative costs 411,626 419,993 Total Operating Expenses 1,868,848 1,726,488 Operating (Loss)/Income ( 91,616 ) 380,525 Interest and Dividend Income 105,990 7,415 Net unrealized gain/(loss) on marketable securities 17,658 ( 11,853 ) Income Before Income Taxes 32,032 376,087 Income Tax (Benefit) Expense ( 21,374 ) 70,451 Net Income $ 53,406 $ 305,636 Basic Earnings Per Share $ 0.00 $ 0.02 Diluted Earnings Per Share $ 0.00 $ 0.02 Weighted Average Shares - Basic 15,742,073 15,729,175 Weighted Average Shares - Diluted 15,769,442 15,752,424 See notes to unaudited condensed consolidated financial statements. 2 SONO-TEK CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY THREE MONTHS ENDED MAY 31, 2023 AND 2022 Common Stock Par Value $.01 Additional Paid – In Accumulated Total Stockholders’ Shares Amount Capital Earnings Equity Balance, February 28, 2023 15,742,073 $ 157,421 $ 9,566,898 $ 4,909,639 $ 14,633,958 Stock based compensation expense — 48,295 48,295 Net Income — 53,406 53,406 Balance, May 31, 2023 (unaudited) 15,742,073 $ 157,421 $ 9,615,193 $ 4,963,045 $ 14,735,659 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 See notes to unaudited condensed consolidated financial statements. 3 SONO-TEK CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended May 31, 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 53,406 $ 305,636 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 135,208 107,640 Stock based compensation expense 48,295 69,369 Inventory reserve ( 10,582 ) — Unrealized (gain)/loss on marketable securities ( 17,658 ) 11,853 Deferred tax expense ( 124,317 ) ( 14,676 ) Decrease (Increase) in: Accounts receivable 492,390 ( 393,866 ) Inventories ( 501,566 ) ( 519,955 ) Prepaid expenses and other current assets 64,746 116,419 (Decrease) Increase in: Accounts payable 122,767 298,619 Accrued expenses ( 88,157 ) ( 115,656 ) Customer deposits 772,410 497,168 Income taxes payable ( 118,850 ) 69,127 Net Cash Provided by Operating Activities 828,092 431,678 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of equipment, furnishings and leasehold improvements ( 149,004 ) ( 54,331 ) Sale of marketable securities 260,650 2,457,207 Net Cash Provided by Investing Activities 111,646 2,402,876 NET INCREASE IN CASH AND CASH EQUIVALENTS 939,738 2,834,554 CASH AND CASH EQUIVALENTS Beginning of period 3,354,601 4,840,558 End of period $ 4,294,339 $ 7,675,112 SUPPLEMENTAL CASH FLOW DISCLOSURE: Interest paid $ — $ — Taxes Paid $ 221,942 $ 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, 2023 and 2022 (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, 2023 (“fiscal year 2023”) contained in the Company’s 2023 Annual Report on Form 10-K filed with the SEC on May 25, 2023. The Company’s current fiscal year ends on February 29, 2024 (“fiscal 2024”). NOTE 2: SIGNIFICANT ACCOUNTING POLICIES 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. At May 31, 2023, $ 3,286,828 of the Company's bank deposits exceeded the insured limit provided by the Federal Deposit Insurance Corporation. 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. 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 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, 2023 and February 28, 2023, respectively: Schedule of Significant Accounting Policies - Fair values of financial assets of the Company Level 1 Level 2 Level 3 Total Marketable Securities – May 31, 2023 $ 6,468,008 $ 1,379,000 $ — $ 7,847,008 Marketable Securities – February 28, 2023 $ 7,361,000 $ 729,000 $ — $ 8,090,000 Marketable Securities include certificates of deposit and US Treasury securities that are considered to be highly liquid and easily tradeable totaling $ 7,847,008 and $ 8,090,000 as of May 31, 2023 and February 28, 2023, 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 May 31, 2023 and February 28, 2023, there were no accruals for uncertain tax positions. 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. At May 31, 2023 and February 28, 2023, the Company had land, stated at cost of $ 250,000 . At May 31, 2023 and February 28, 2023, the Company had buildings, equipment, furnishings and leasehold improvements totaling, $ 2,642,801 and $ 2,624,996 , respectively, net of accumulated depreciation. 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 has adopted ASU 2016-13 as updated 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”) 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. 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 Uncertainties - Although the World Health Organization declared in early May of 2023 that COVID-19 no longer constitutes a public health emergency the Company continues to actively monitor the COVID-19 developments and potential impact on the Company's employees, business and operations. The effects of COVID-19 did not have a significant impact on the Company's result of operations or financial condition for the three months ended May 31, 2023. However, given the evolution of the COVID-19 situation, and the global responses to curb its spread, the Company is not able to estimate the effects COVID-19 may have on future results of operations or financial condition. The Company has encountered challenges in procuring supplies 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. The Company experienced lengthened lead times throughout its supply chain as a result of supply chain constraints and material shortages that have occurred 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 manufacture electronic parts that the Company includes in its products. NOTE 3: REVENUE RECOGNITION 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, 2023, the Company had received approximately $ 3,611,000 in cash deposits, representing contract liabilities, and had issued a Letter of Credit in the amount of $ 140,000 to secure a cash deposit submitted by a customer. At May 31, 2023, the Company was utilizing $ 140,000 of its available credit line to collateralize this letter of credit. At February 28, 2023, the Company had received approximately $ 2,838,000 in cash deposits, representing contract liabilities, and had issued Letters of Credit in the amount of $ 145,000 to secure these cash deposits. During the three months ended May 31, 2023, the Company recognized $ 997,000 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 May 31, 2023 % of total 2022 % of total Fluxing Systems $ 236,000 6 % $ 309,000 8 % Integrated Coating Systems 309,000 9 % 168,000 4 % Multi-Axis Coating Systems 1,763,000 49 % 1,979,000 49 % OEM Systems 274,000 8 % 554,000 14 % Spare Parts, Services and Other 1,021,000 28 % 1,042,000 25 % TOTAL $ 3,603,000 $ 4,052,000 NOTE 4: INVENTORIES Inventories consist of the following: Schedule of Inventory, Current May 31, February 28, 2023 2023 Raw materials and subassemblies $ 2,066,079 $ 1,868,689 Finished goods 832,006 613,915 Work in process 856,972 760,305 Total $ 3,755,057 $ 3,242,909 The Company maintains an allowance for slow moving inventory for raw materials and finished goods. The recorded allowances at May 31, 2023 and February 28, 2023 totaled $ 321,943 and $ 332,525 , respectively. NOTE 5: STOCK BASED COMPENSATION 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, 2023, there were 254,983 options outstanding under the 2013 Plan, of which 133,926 are vested. 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. The Company accounts for forfeitures as they occur. During the three months ended May 31, 2023, the Company granted options to acquire 4,224 shares to employees at an exercise price of $ 5.60 . The options granted to employees vest over three years 3 and expire ten 10 years from the date of issuance. The options granted during the three months ended May 31, 2023 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: Schedule of weighted-average Black-Scholes assumptions Three Months Ended May 31, 2023 Expected Life 8 years Risk free interest rate 3.73 % Expected volatility 55.96 % Expected dividend yield 0 % 9 For the three months ended May 31, 2023 and 2022 the Company recognized $ 48,295 and $ 69,369 in stock based compensation expense, respectively. Such amounts are included in general and administration expenses on the unaudited condensed consolidated statements of income. NOTE 6: 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 Three Months Ended May 31, 2023 2022 Numerator for basic and diluted earnings per share $ 53,406 $ 305,636 Denominator for basic earnings per share - weighted average 15,742,073 15,729,175 Effects of dilutive securities: Stock options for employees, directors and outside consultants 27,369 23,249 Denominator for diluted earnings per share 15,769,442 15,752,424 Basic Earnings Per Share $ 0.00 $ 0.02 Diluted Earnings Per Share $ 0.00 $ 0.02 At May 31, 2023, the Company had 137,393 outstanding options which were not included in the computation of diluted earnings per share. The exercise price of these options was in excess of the market price and the inclusion of these options would have an anti-dilutive effect. NOTE 7: REVOLVING LINE OF CREDIT The Company has a $ 1,500,000 revolving line of credit at prime which was 8.25 % at May 31, 2023 and 7.75 % at February 28, 2023. 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, 2023, $ 140,000 of the Company’s credit line was being utilized to collateralize a letter of credit issued to a customer that remitted a cash deposit to the Company on an existing order. The letter of credit expires in July 2023. As of May 31, 2023, there were no outstanding borrowings under the line of credit and the unused portion of the credit line was $ 1,360,000 . NOTE 8: 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 May 31, 2023 May 31, 2022 Asia Pacific (APAC) 572,000 706,000 Europe, Middle East, Asia (EMEA) 426,000 990,000 Latin America 237,000 418,000 $ 1,235,000 $ 2,114,000 10 During the three months ended May 31, 2023 and 2022, sales to foreign customers accounted for approximately $ 1,235,000 and $ 2,114,000 , or 34 % and 52 % respectively, of total revenues. The Company had one customer which accounted for 14 % of sales during the first quarter of fiscal 2024. One customer accounted for 22 % of the outstanding accounts receivables at May 31, 2023. Three customers accounted for 40 % of the outstanding accounts receivables at May 31, 2022. NOTE 9: COMMITMENTS AND CONTINGENCIES Other than the Letter of Credit discussed in Notes 3 and 7, the Company did not have any material commitments or contingencies as of May 31, 2023. The Company is subject, from time to time, to claims by third parties under various legal disputes. The defense of such claims, or any adverse outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition, and cash flows. As of May 31, 2023, the Company did not have any pending legal actions. 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 and supply chain pressures; the continued abatement of the COVID-19 pandemic and any residual effects; 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 surfaces 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. 12 We are a global business with approximately 34% of our sales generated from outside the United States and Canada in the first three months of fiscal 2024. 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. 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 2024 Highlights (compared with the first quarter of fiscal 2023 unless otherwise noted) We refer to the three-month periods ended May 31, 2023 and 2022 as the first quarter of fiscal year 2024 and fiscal year 2023, respectively. • Backlog at May 31, 2023 was $9.96 million, a record high and a 17% increase compared to backlog at February 28, 2023, (“fiscal 2023”). The large increase in backlog resulted from the growing momentum of new high value machine orders received from the clean energy sector and a longer than typical manufacturing cycle for our multi-axis platforms due to supply chain disruptions. • Cash reserves were used to maintain inventory levels to provide a level of protection against further supply chain problems. Most of our larger orders require significant cash deposits and these deposits enable us to invest in needed inventory and make prudent investments in equipment. • Net Sales were $3,603,000, a decrease of 11%, significantly impacted by delayed shipments of multi-axis systems to the medical market. • Gross Profit decreased 16 % to $1,777,000 due to the decrease in net sales, and Gross Margin decreased 270 basis points to 49.3%. • Operating income decreased $473,000 to an operating loss of $92,000 when compared to the prior year period. The decrease is due to the current period’s decrease in gross profit and an increase in our research and development activities. • Interest, dividend income and unrealized gain on marketable securities increased $128,000 to $124,000 due to the current high interest rate environment. • As of May 31, 2023, the Company had $12.1 million in cash, cash equivalents and marketable securities and no outstanding debt. 13 Results of Operations Sales: Product Sales: Three Months Ended May 31, Change 2023 % of total 2022 % of total $ % Fluxing Systems $ 236,000 6% $ 309,000 8% (73,000 ) (24%) Integrated Coating Systems 309,000 9% 168,000 4% 141,000 84% Multi-Axis Coating Systems 1,763,000 49% 1,979,000 49% (216,000 ) (11%) OEM Systems 274,000 8% 554,000 14% (280,000 ) (51%) Spare Parts, Services and Other 1,021,000 28% 1,042,000 25% (21,000 ) (2%) TOTAL $ 3,603,000 $ 4,052,000 $ (449,000 ) (11%) Integrated Coating System sales increased by 84%, largely due to the final delivery of a multi-system order to an industrial market customer. Sales of Multi-Axis coating systems recorded an 11% decrease due to lingering supply chain challenges, resulting in the shipping delay of several large system orders into planned Q2 and Q3 fiscal 2024 shipments. OEM System sales decreased by 51% resulting from several OEM customers purchasing higher than typical quantities of systems in FY2023 to build excess inventory in advance of potential future supply chain issues. Market Sales: Three Months Ended May 31, Change 2023 % of total 2022 % of total $ % Electronics/Microelectronics $ 1,375,000 38% $ 1,287,000 32% 88,000 7% Medical 383,000 11% 1,675,000 41% (1,292,000 ) (77%) Alternative Energy 833,000 23% 609,000 15% 224,000 37% Emerging R&D and Other 126,000 3% 203,000 5% (77,000 ) (38%) Industrial 886,000 25% 278,000 7% 608,000 219% TOTAL $ 3,603,000 $ 4,052,000 $ (449,000 ) (11%) Sales to the Alternative Energy and Industrial markets increased by 37% and 219% respectively. The Alternative Energy market was influenced by the continued adoption of Sono-Tek platforms used in the manufacturing of critical membranes for carbon capture, green hydrogen generation and fuel cells applications, and the Industrial market was positively impacted by the final shipment of a multi-system order. Sales to the Medical market decreased by 77%, impacted by the delayed delivery of several multi-axis coating machines due to supply chain challenges. These systems are presently scheduled for shipment in fiscal 2024. Geographic Sales: Three Months Ended May 31, Change 2023 2022 $ % U.S. & Canada $ 2,368,000 $ 1,938,000 $ 430,000 22% Asia Pacific (APAC) 572,000 706,000 (134,000 ) (19% ) Europe, Middle East, Asia (EMEA) 426,000 990,000 (564,000 ) (57% ) Latin America 237,000 418,000 (181,000 ) (43% ) TOTAL $ 3,603,000 $ 4,052,000 $ (449,000 ) (11% ) 14 In the first quarter of fiscal 2024, approximately 66% of our sales were to customers in the US and Canada compared to 48% in the comparable period of fiscal 2023. The increased sales to the US and Canada were positively impacted by several US government initiatives to invest in the green energy sector and advanced research markets. EMEA sales decreased by 57% in Q1 fiscal year 2024, influenced by supply chain related shipment delays of multi-axis systems. Gross Profit: Three Months Ended May 31, Change 2023 2022 $ % Net Sales $ 3,603,000 $ 4,052,000 $ (449,000 ) (11% ) Cost of Goods Sold 1,826,000 1,945,000 (119,000 ) (6% ) Gross Profit $ 1,777,000 $ 2,107,000 $ (330,000 ) (16% ) Gross Profit % 49.3% 52.0% Our gross profit decreased $330,000, or 16%, to $1,777,000 for the first quarter of fiscal 2024 compared with $2,107,000 in fiscal 2023. Our gross profit margin decreased 270 basis points to 49.3% in the first quarter of fiscal 2024 compared to 52.0% in fiscal 2023. The decrease in gross profit margin during the quarter is primarily due to a decrease in sales of our OEM and Multi-Axis Coating products. Our OEM products typically generate relatively higher margins when compared to our other product lines. Sales of our Multi-Axis Coating products decreased due to continuing supply chain delays. During the current period, the gross profit percentage on our Multi-Axis Coating products decreased slightly when compared to the prior year. These decreases were partially offset by increased sales of our Integrated Coating products. Operating Expenses: Three Months Ended May 31, Change 2023 2022 $ % Research and product development $ 656,000 $ 516,000 $ 140,000 27% Marketing and selling $ 801,000 $ 790,000 $ 11,000 1% General and administrative $ 412,000 $ 420,000 $ (8,000 ) (2% ) Total Operating Expenses $ 1,869,000 $ 1,726,000 $ 143,000 8% Research and Product Development: Research and product development costs increased in the first quarter of fiscal 2024 due to increased salaries resulting from an increase in personnel and research and development materials and supplies, which are directed at the focused growth initiatives we continue to implement. Marketing and Selling: Marketing and selling expenses increased in the first quarter of fiscal 2024 due to increased salaries, travel and trade show expenses. These increases were partially offset by a decrease in commission expense. General and Administrative: General and administrative expenses decreased in the first quarter of fiscal 2024 due to decreases in stock based compensation expense, professional fees and corporate expenses. These decreases were partially offset by an increase in salaries. Operating (Loss) Income: In the first quarter of fiscal 2024, our operating income decreased $473,000 when compared to fiscal 2023, to an operating loss of $92,000. The current period’s operating loss is a result of a decrease in gross profit combined with an increase in operating expenses in the first quarter of fiscal 2024. 15 Interest and Dividend Income: Interest and dividend income increased $99,000 to $106,000 in the first quarter of fiscal 2024 as compared with $7,000 for the first quarter of fiscal 2023. Our present investment policy is to invest excess cash in highly liquid, lower risk US Treasury securities. At May 31, 2023, the majority of our holdings are rated at or above investment grade. Income Tax (Benefit) Expense: We recorded an income tax benefit of $21,000 for the first quarter of fiscal 2024 compared with income tax expense of $70,000 for the first quarter of fiscal 2023. 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. Net Income: Net income decreased by $253,000 to $53,000 in the first quarter of fiscal 2024 compared with $306,000 in the prior year period. The decrease in net income is primarily a result of a decrease in operating income partially offset by an increase in interest & dividend income. Impact of Covid 19 Although the World Health Organization declared in early May of 2023 that COVID-19 no longer constitutes a public health emergency the Company continues to actively monitor the COVID-19 developments and potential impact on the Company's employees, business and operations. With the exception of lingering supply chain challenges, the effects of COVID-19 did not have a significant impact on the Company's results of operations or financial condition for the three months ended May 31, 2023. However, given the evolution of the COVID-19 situation, and the global responses to curb its spread, the Company is not able to estimate the effects COVID-19 may have on future results of operations or financial condition. Liquidity and Capital Resources Working Capital – Our working capital decreased $36,000 to $11,081,000 at May 31, 2023 from $11,117,000 at February 28, 2023. The decrease in working capital was primarily the result of the current period's net income, noncash charges and purchases of equipment. 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, 2023 and February 28, 2023, our working capital included: May 31, 2023 February 28, 2023 Cash Increase Cash and cash equivalents $ 4,294,000 $ 3,355,000 $ 939,000 Marketable securities 7,847,000 8,090,000 (243,000 ) Total $ 12,141,000 $ 11,445,000 $ 696,000 The following table summarizes the accounts and the major reasons for the $696,000 increase in “Cash”: Impact on Cash Reason Net income, adjusted for non-cash items $ 102,000 To reconcile increase in cash. Accounts receivable decrease 492,000 Timing of cash receipts. Inventories increase (502,000) Additional raw material purchases due to supply chain delays and an increase in finished goods for customer orders. Customer deposits increase 772,000 Received for new orders. Accounts payable increase 123,000 Timing of disbursements. Accrued expenses decrease (88,000) Timing of disbursements. Prepaid and Other Assets decrease 65,000 Decreased prepaid expenses. Income taxes payable decrease (119,000) Timing of disbursements. Equipment purchases (149,000) Equipment and facilities upgrade. Net increase in Cash $ 696,000 Stockholders’ Equity – Stockholder’s Equity increased $102,000 from $14,634,000 at February 28, 2023 to $14,736,000 at May 31, 2023. The increase is a result of the current period’s net income of $53,000 and $48,000 in additional equity related to stock-based compensation awards. Operating Activities – We generated $828,000 of cash in our operating activities in the first quarter of fiscal 2024 compared to $432,000 of cash in the first quarter of fiscal 2023, an increase of $396,000. The increase was mostly the result of a decrease in accounts receivable and an increase in customer deposits partially offset by increases in inventories and a decrease in income taxes payable. Investing Activities – For the first quarter of fiscal 2024, our investing activities generated $112,000 of cash compared with $2,403,000 for the first quarter of fiscal 2023. For the first quarters of fiscal 2024 and 2023, we used $149,000 and $54,000, respectively, for the purchase or manufacture of equipment, furnishings and leasehold improvements. For the first quarters of fiscal 2024 and 2023, our marketable securities provided $261,000 and $2,457,000, respectively, of cash. Net Increase in Cash and Cash Equivalents – In the first quarter of fiscal 2024, our cash balance increased by $940,000 as compared to an increase of $2,834,000 in the first quarter of 2023. In the first quarter of fiscal 2024, our operating activities generated $828,000 of cash and our marketable securities generated $261,000 of cash. In addition, we used $149,000 for the purchase or manufacture of equipment, furnishings and leasehold improvements. 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, 2023. 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, 2023 and May 31, 2022, 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 $4,294,000 in cash and $7,847,000 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, 2023. 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 2024 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, 2023. 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 13, 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