SOTK 10-Q Quarter ended Aug. 31, 2017

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

For the quarterly period ended: August 31, 2017

OR

Commission File No.: 0-16035

(Exact name of registrant as specified in its charter)

2012 Rt. 9W, Milton, NY 12547

(Address of Principal Executive Offices) (Zip Code)

Issuer's telephone no., including area code: (845) 795-2020

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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐ Accelerated Filer ☐ Smaller reporting company ☑

Non Accelerated Filer ☐ (Do not check if a 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:

SONO-TEK CORPORATION

INDEX

SONO-TEK CORPORATION

See notes to condensed consolidated financial statements.

SONO-TEK CORPORATION

AND OTHER COMPREHENSIVE INCOME (LOSS)

See notes to condensed consolidated financial statements.

SONO-TEK CORPORATION

See notes to condensed consolidated financial statements.

SONO-TEK CORPORATION

Notes to Condensed Consolidated Financial Statements

Six Months Ended August 31, 2017 and 2016

(Unaudited)

The Company was incorporated in New York on March 21, 1975 for the purpose of engaging in the development, manufacture, and sale of ultrasonic liquid atomizing nozzles, which are sold world-wide. Ultrasonic nozzle systems atomize low to medium viscosity liquids by converting electrical energy into mechanical motion in the form of high frequency ultrasonic vibrations that break liquids into minute drops that can be applied to surfaces at low velocity.

Based on its core technology of ultrasonic liquid atomizing nozzles, the Company has developed intellectual property in the area of precision spray coating of liquids. The Company is presently engaged in the development, manufacture, sales, installation and servicing of diverse ultrasonic coating equipment for various manufacturing industries worldwide.

Available-For-Sale Investments – The Company’s available for sale investments are carried at fair value with the unrealized gains or losses, net of tax, included as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Realized losses and declines in value below cost judged to be other than temporary, if any, are included as a component of asset impairments expense in the consolidated statement of operations. The fair value of the available-for-sale investments are based on quoted market prices. The Company’s fair value determination method is discussed below in “Fair Value of Financial Instruments.”

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 consolidated financial statements of Sono-Tek Corporation, a New York corporation (the “Company”), include the accounts of the Company and its wholly owned subsidiary, Sono-Tek Industrial Park, LLC (“SIP”). SIP operates as a real estate holding company for the Company’s real estate operations.

Earnings Per Share - Basic earnings per share (“EPS”) is computed by dividing net income (loss) 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.

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 follows the guidance in the “Fair Value Measurements and Disclosure Topic” of the Accounting Standards Codification for assets and liabilities measured at fair value on a recurring basis. This guidance establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Additionally, the guidance requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

Level 1: Quoted prices in active markets.

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

The fair values of financial assets of the Company were determined using the following categories at August 31, 2017 and February 28, 2017, respectively:

Marketable Securities include mutual funds of $3,546,725 and $2,342,184 that are considered to be highly liquid and easily tradeable as of August 31, 2017 and February 28, 2017, respectively. These securities are valued using inputs observable in active markets for identical securities and are therefore classified as Level 1 within the Company’s fair value hierarchy. The Company’s marketable securities are considered to be available-for-sale investments 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.

Intangible Assets - Include costs of patent applications which are deferred and charged to operations over seventeen years for domestic patents and twelve years for foreign patents. The accumulated amortization of patents is $144,000 and $139,000 at August 31, 2017 and February 28, 2017, respectively. Annual amortization expense of such intangible assets is expected to be approximately $11,000 per year for the next five years.

Interim Reporting - The attached summary condensed consolidated financial information does not include all disclosures required to be included in a complete set of financial statements prepared in conformity with accounting principles generally accepted in the United States of America. Such disclosures were included with the financial statements of the Company at February 28, 2017, and included in its report on Form 10-K. Such statements should be read in conjunction with the data herein.

The financial information reflects all adjustments, normal and recurring, which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. The preparation of financial statements in conformity with generally accepted accounting principles 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The results for such interim periods are not necessarily indicative of the results to be expected for the year.

Inventories - Inventories are stated at the lower of cost or market. 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.

Land and Buildings – Land and buildings are stated at cost. Buildings are being depreciated by use of the straight-line method based on an estimated useful life of forty years.

Long-Lived Assets - The Company periodically evaluates the carrying value of long-lived assets, including intangible assets, when events and circumstances warrant such a review. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset. Fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved.

Management Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 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 November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-17, “ Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes ” (“ASU 2015-17”). The standard requires that deferred tax assets and liabilities be classified as noncurrent on the balance sheet rather than being separated into current and noncurrent. ASU 2015-17 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is permitted and the standard may be applied either retrospectively or on a prospective basis to all deferred tax assets and liabilities. The Company adopted ASU 2015-17 during the first quarter of fiscal year 2018 on a retrospective basis. Accordingly, the Company reclassified the current deferred taxes to noncurrent on its February 28, 2017 Consolidated Balance Sheet, which increased noncurrent deferred tax assets by $315,171. There was no impact on the results of operations as a result of the adoption of ASU 2015-17.

Other than, Accounting Standards Update (“ASU”) No. 2015-17, “ Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes ” (“ASU 2015-17”) 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 are not expected to have an impact on the Company.

Reclassifications – Where appropriate, certain reclassifications have been made to the prior period to conform to the presentations of the current period.

Inventories consist of the following:

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 August 31, 2017, there were 751,600 options outstanding under the 2013 Plan.

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, 2017, there were 202,000 options outstanding under the 2003 Plan, under which no additional options may be granted.

The weighted-average fair value of options are estimated on the date of grant using the Black-Scholes options-pricing model.

In computing the impact, 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 remaining lives of the awards. 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. As a result, if factors change and the Company uses different assumptions, the Company’s stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating the Company’s forfeiture rate, the Company analyzed its historical forfeiture rate, the remaining lives of unvested options, and the number of vested options as a percentage of total options outstanding. If the Company’s actual forfeiture rate is materially different from its estimate, or if the Company reevaluates the forfeiture rate in the future, the stock-based compensation expense could be significantly different from what the Company has recorded in the current period.

For the six months ended August 31, 2017 and 2016, net income and earnings per share reflect the actual deduction for stock-based compensation expense. The impact of applying ASC 718 approximated $21,000 and $19,000 in additional compensation expense during the six months ended August 31, 2017 and 2016, respectively. Such amounts are included in general and administrative expenses on the statement of operations. The expense for stock-based compensation is a non-cash expense item.

The denominators for the calculation of diluted earnings per share at August 31, 2017 and 2016 are calculated as follows:

The effect of stock options for the three and six months ended August 31, 2016 are not used in the calculation of earnings per share. Due to the net loss for the three and six-month periods ended August 31, 2016, the inclusion of stock options in the calculations would have an anti-dilutive effect.

For the three and six months ended August 31, 2016, potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share consist of 369,520 stock options.

As of August 31, 2017, certain of the Company’s marketable securities were in an unrealized gain position. Unrealized gains and losses are principally due to changes in fair value of the investments held as available-for-sale. Because the Company has the ability and intent to hold the securities for the foreseeable future as classified as available-for-sale, the Company does not deem these unrealized gains or losses to be other than temporary.

As of August 31, 2017, the unrealized gain on available-for-sale securities was $101,888.

The following table sets forth the changes in Accumulated Other Comprehensive Gain (Loss) for the six months ended August 31, 2017:

Long-term debt consists of the following:

The Company has a $750,000 revolving line of credit at prime which was 4.25% at August 31, 2017. The loan is collateralized by all assets of the Company, except for the land and buildings. The line of credit 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, 2017, the Company’s outstanding balance was $0, and the unused credit line was $750,000.

The Company operates in two segments: ultrasonic spray coating systems, which is the business of developing, manufacturing, selling, installing and servicing ultrasonic spray coating equipment; and real estate operations, which is the business of owning and operating the Sono-Tek Industrial Park.

All inter-company transactions are eliminated in consolidation. For the six and three months ended August 31, 2017 and 2016, segment information is as follows:

The Company has evaluated subsequent events for disclosure purposes.

Forward-Looking Statements

We discuss expectations regarding our future performance, such as our business outlook, in our annual and quarterly reports, press 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. These factors include, among other considerations, general economic and business conditions; political, regulatory, competitive and technological developments affecting our operations or the demand for our products; timely development and market acceptance of new products; adequacy of financing; capacity additions, the ability to enforce patents and the ability to achieve increased sales volume and continued profitability.

We undertake no obligation to update any forward-looking statement.

Overview

We have developed a unique and proprietary series of ultrasonic atomizing nozzles and systems, which are being used in an increasing variety of electronics, advanced energy (solar and fuel cells), medical device, glass, textiles and food applications. These nozzles are electrically driven and create a fine, uniform, low velocity spray of atomized liquid particles, in contrast to common pressure nozzles. These characteristics create a series of commercial applications that benefit from the precise, uniform, thin coatings that can be achieved. When combined with significant reductions in liquid waste and less overspray than can be achieved with ordinary pressure nozzle systems, there is lower environmental impact and lower energy use.

Ultrasonic nozzle systems atomize low to medium viscosity liquids by converting electrical energy into mechanical motion in the form of high frequency ultrasonic vibrations that break liquids into minute drops that can be applied to surfaces at low velocity. The principal advantage of these nozzle systems is that they use much less liquid than competitive nozzle systems to attain the required coatings on solar cells, fuel cells, glass, advanced textiles, food and food packaging, circuit boards, medical devices and many other coating applications. This advantage translates into precise thin films and lower costs for materials, less costly liquid consumption, less energy required for subsequent drying operations and less release into the environment of spray that would typically bounce back and scatter while using competitive nozzle systems. These factors are increasingly important to customers at a time of rising commodity and energy costs and supply limitations.

We use our core ultrasonic spray coating technology to provide both standard and customized coating solutions to a wide range of manufacturing companies, enabling them to reduce their product costs and to develop new products with superior features and quality. Presently, our customers are in six major industries: electronics, advanced energy (solar and fuel cells), medical device, glass, textiles and foods. Our systems are widely used by leading high tech companies and research institutions, as well as by governmental, defense, energy and health agencies around the world.

Our diversified group of customers provides the base for both financial stability and business growth opportunities.

Market Diversity

During the past several years we have invested significant time, monies and efforts to enhance our market diversity. Based on our core ultrasonic coating technology, we increased our portfolio of products, the industries we serve and the countries in which we sell our products.

Today we serve six major industries: electronics, advanced energy (solar and fuel cells), medical device, glass, textiles and food.

In recent years, a substantial portion of our sales originated outside the United States, and we are geographically present directly and through distributors and trade representatives in North and Latin America, Europe and Asia. The infrastructure upon which this diversified market approach is based, includes a newly equipped process development laboratory, a strengthened sales organization with application engineers, an engineering team with additional talent and the latest, most sophisticated design software tools, as well as an expanded, highly trained installation and service organization.

The new products which we have introduced, the new markets that we have penetrated, and the regions in which we now sell our products, are a strong foundation for our future sales growth and enhanced profitability.

Markets We Serve

Our diverse offerings have positioned us to provide a unique and superior family of customized products to the six major industries that we serve. All of these systems are based on our core technology of ultrasonic spray coating. Many of these systems have been commercially proven in 24/7 working schedules, under harsh and challenging manufacturing environments, where they provide value in a continuous and reliable fashion.

We serve this industry primarily in two sectors; Printed Circuit Board (“PCB”) manufacturing and Semiconductor manufacturing.

We provide manufacturers of PCBs with state-of-the-art solder fluxers. Spray fluxers are used in the manufacturing process of PCBs to apply flux, which removes oxidation and prepares the PCB for the process of soldering components onto it.

Our ultrasonic spray fluxers reduce the amount of fluxing chemical needed, enhance the quality of the boards, and provide our customers with a better product at reduced costs of operations, when compared with conventional foam fluxers and pressure assisted fluxers.

We are recognized as a standard setter in the industry and our systems are incorporated by various original equipment manufacturers (OEM) in their manufacturing lines for the production of electronic printed circuit boards. Some examples of products that we market to the electronics industry include: SonoFlux 2000F, SelectaFlux, SonoFlux EZ and SonoFlux Servo.

Pursuant to an exclusive distribution agreement with EVS International Ltd (“EVS”) for the territories of the United States and Canada, we offer the EVS solder recovery system to our PCB customer base.

We also have a significant established customer base in the semiconductor industry. The semiconductor industry utilizes our ultrasonic atomizing nozzles and robotic XYZ coating platforms for the application and deposition of photo-resist onto semiconductor wafers. Many of our semi-conductor manufacturing industry customers engaged in the production of micro-electro-mechanical systems, “MEMS”, have proven the ability of our technology to apply micron thick coatings to these complex wafers.

Manufacturers of solar cells, fuel cells and advanced batteries share two major technical and business challenges: enhancing the energy efficiency of their products and manufacturing their products in a cost-effective way. Extremely uniform, thin layer coatings are at the heart of the solution for these advanced energy systems’ challenges.

Our precision coating systems provide superior surface uniformity and density, which are directly related to enhanced energy efficiency, compared to conventional systems. Our systems also afford our energy industry clients with the capabilities to significantly reduce the consumption of the expensive catalysts and nano-materials used in these manufacturing processes. Some examples of our products marketed to the advanced energy industry include: ExactaCoat FC & SC, Sonic Syringe, VersiCoat, and FlexiCoat FC & SC, and SonoFlow Fusion.

Our ultrasonic coating technology is used by medical device manufacturers worldwide. The leading applications for this industry are coating of arterial stents and balloon catheters with precise and uniform micron layers of polymers and drugs; coating of various implantable devices with biomedical materials and coating of blood collection tubes with anti-coagulants. These applications are typically performed under strict regulatory supervision of governmental agencies in different countries, and the continuing demand for our systems from these customers is indicative of the high-quality performance that our systems provide these customers. Some examples of our products marketed to the medical device industry include: MediCoat I; MediCoat II; MediCoat PSI; MedXT; MediCoat BCC and ExactaCoat MD.

Our glass coating systems are primarily sold in two separate sub-markets, which we identify as “Float Glass” and “Panel Glass”.

Float Glass - The manufacture of float glass occurs under extremely harsh conditions of elevated temperatures. Our ultrasonic coating technology provides this manufacturing process with the means to precisely and uniformly apply anti-stain, and other specialty chemical agents, on the hot glass. Our customers benefit from an improved quality product, enhanced productivity and significantly reduced expenditures on annual maintenance, often resulting in a return on investment of less than one year. Based on this equipment’s recent successful performance, our systems are now specified by many global float glass manufacturers as their equipment of choice.

Panel Glass – Panel glass primarily refers to glass used in the manufacture of TV’s, tablets, phones, lenses and other consumer viewing devices. By using our coating equipment, manufacturers can apply a wide range of functional coatings to these devices, such as conductive layers, hard coatings, anti-reflection, and other nano-material formulations.

The equipment we offer to the glass industry is typically the WideTrack and FlexiCoat platforms.

The textiles industry is expanding the introduction of high performance value adding coatings onto fabrics, such as anti-microbial, anti-stain, flame retardant and moisture barriers. The current manufacturing process for applying these expensive coatings creates significant waste of material, energy and water. We are working with this industry to incorporate our ultrasonic technology, often in combination with unique pre and post treatments of the coating materials, to reduce the effective material and energy usage by as much as 90%.

The food industry is evolving in response to greater demands for reduction of food borne illnesses. We have successfully introduced an anti-microbial coating system for sliced packaged meats, and we are focusing efforts on those global food companies that will need this technology to meet the new demands. We have also introduced our systems to other segments of the food industry for the coating of flavors, ingredients and other additives of interest. Most of our food industry equipment is designed on the WideTrack platform.

Products We Offer

We have core technology and have developed and market the following products:

1. SonoFlux Spray Fluxers

MediCoat DES 1000 / 2000 / 3000 / 4000, MediCoat II and MediCoat PSI provide a full range of stent coating platforms for uses ranging from research and development to high volume production in the application of thin layers of polymer and drug coatings to arterial stents with high precision. The system incorporates motion control of the stent during the coating process and produces coatings having excellent uniformity. The MediCoat systems use either the AccuMist or MicroMist nozzle systems, which are precision nozzle configurations used in applications where precise patterns and coatings are required. These products minimize waste of expensive drug polymer coatings and provide high uniformity of drug addition from stent to stent. We also have additional medical coating platforms to address developing market segments for drug coated balloons, catheters and other implantable devices.

Wide area modular coating system – designed to be used in applications that require efficient web-coating or wide area spraying capability. One module can cover substrates from six inches to 24 inches wide, depending on the application. Much greater widths can be achieved by linking modules together, and these systems have been applied in glass lines of up to 13 feet wide. A large number of systems have been sold over the past six years, and this application holds promise for the future due to cost and environmental savings demonstrated at customer sites. It uses non-clogging ultrasonic atomizing nozzles to produce a low velocity, highly controllable spray. The WideTrack System offers significant advantages over conventional pressure-spray methods in a broad range of applications such as non-woven fabrics, float glass, or odd-shaped industrial or consumer products. Since the ultrasonic spray can be easily controlled, it is possible to use fewer chemicals and less water and energy in applying coatings to glass, textiles, food products and packaging materials than with traditional nozzles. This also results in reduced environmental impact due to less overspray.

We offer a line of robotic XYZ coating equipment for applications involving coatings for fuel cell membranes, solar energy panels and specialty lens products. This equipment is offered in bench-top configurations as our SIMCoat and ExactaCoat product and standalone as our FlexiCoat product. These platforms position and move our nozzle systems in a precise three-dimensional application pattern. These coaters are extremely efficient especially when combined with our patented ultrasonic syringe pump to agitate and suspend nano-particles, which are often used in many of our applications.

The VersiCoat platform is a standalone conveyorized ultrasonic coating machine that incorporates WideTrack technology, using either one or two nozzles. The system can coat widths ranging from 2” – 24” and is used for high volume production needs. The machine is typically used for panel glass and advanced energy coating applications.

ALIGN is an acronym for our fully integrated ultrasonic spray module containing five primary components and stands for: a) Air delivery, b) Liquid delivery, c) Interface Electronics, d) Generator to run ultrasonics, and e) Nozzle. We successfully introduced ALIGN in our fiscal year ended February 28, 2017. This product is typically used by customers wishing to integrate ultrasonic spray technology onto an existing platform.

Services

We recently expanded our in-house coating capabilities, with both additional machinery and applications engineering personnel, to allow us to provide low-mid volume contract coating services. In addition to purchasing our equipment, our customers can now access our coating expertise and specific customer process optimization on for a fee-for-service basis. We also provide these services at our customers’ sites where we can assist in the design and development of customized coating systems.

Other Product Offerings – EVS Solder Recovery System

We have an exclusive distribution relationship with EVS to distribute EVS’s line of solder recovery systems and spare parts in the United States and Canada. EVS manufactures the EVS 10K and EVS 8K solder recovery systems which are used to reclaim solder from the dross which accumulates in the wave-solder equipment of circuit board manufacturers. The customer base for distribution of these systems is synergistic with our existing customer base for spray fluxer sales in the printed circuit board industry.

Rental Real Estate Operations

In December 2010, we purchased the industrial park where our facilities are located in Milton, NY. The park is an improved 3.13 acre parcel of land comprised of five buildings of office/industrial space, with 50,000 square feet of gross leasable floor area. We currently utilize 35,000 square feet of the park for our operations. We presently lease 15,000 square feet of the park to unrelated third parties.

For financial reporting purposes, we report the results of the park as rental real estate operations.

Liquidity and Capital Resources

Working Capital – Our working capital increased $235,000 from $6,070,000 at February 28, 2017 to $6,305,000 at August 31, 2017. The increase in working capital is due to the current period’s net income of $70,000 and our non-cash items including $201,000 for depreciation and amortization, $21,000 for stock based compensation expense and $60,000 for an increase in the market values of our Available-For-Sale Investments. We had cash outflows of $43,000 for the purchase of equipment and furnishings and $74,000 for the repayment of notes payable. The Company’s current ratio was 3.86 to 1 at August 31, 2017 as compared to 5.19 to 1 at February 28, 2017.

The aggregate balance of cash and marketable securities increased $1,008,000 during the six-month period ended August 31, 2017 to a total of $5,907,000. At August 31, 2017, our working capital included $2,360,000 of cash and $3,547,000 of marketable securities, a total of $5,907,000. At February 28, 2017, our working capital included $2,557,000 of cash and $2,342,000 of marketable securities, a total of $4,899,000.

Stockholders’ Equity – Stockholder’s Equity increased $151,000 from $7,923,000 at February 28, 2017 to $8,074,000 at August 31, 2017. The increase is a result of the current period’s net income of $70,000, stock based compensation expense of $21,000 and an increase in our accumulated other comprehensive income of $60,000.

Operating Activities – Our operating activities provided $1,062,000 of cash for the six months ended August 31, 2017 as compared to providing $589,000 for the six months ended August 31, 2016. During the six months ended August 31, 2017, we had net income of $70,000, accounts receivable decreased $214,000, inventories increased $275,000, prepaid expenses decreased $29,000, accounts payable and accrued expenses increased $221,000, customer deposits increased $533,000 and income taxes payable decreased $3,000. In addition, in the current period we incurred non-cash expenses of $201,000 for depreciation and amortization, $21,000 for stock based compensation expense and $51,000 for our inventory reserve.

Investing Activities – For the six months ended August 31, 2017, we used $1,185,000 in our investing activities as compared to $231,000 for the six months ended August 31, 2016. For the six months ended August 31, 2017 and 2016, we used $43,000 and $160,000, respectively for the purchase or manufacture of equipment, furnishings, and leasehold improvements. For the three months ended August 31, 2017 and 2016, we used $1,142,000 and $71,000, respectively, for the purchase of marketable securities.

Financing Activities – For the six months ended August 31, 2017 and 2016, we used $74,000 and $71,000, respectively, for the repayment of our notes payable.

Net (Decrease) Increase in Cash – For the six months ended August 31, 2017, our cash balance decreased by $197,000 as compared to an increase of $288,000 for the six months ended August 31, 2016. During the six months ended August 31, 2017, our operations provided $1,062,000 of cash, of this, we used $43,000 for the purchase or manufacture of equipment, furnishings and leasehold improvements, $1,142,000 for the purchase of marketable securities and $74,000 for the repayment of notes payable.

Results of Operations

Ultrasonic Spraying Systems Segment:

For the six months ended August 31, 2017, our sales increased $652,000 or 14% to $5,154,000 as compared to $4,502,000 for the six months ended August 31, 2016. During the six-month period ended August 31, 2017, we experienced increases in sales of our Nozzles and Ultrasonic Generators, Stent Coating Units, Servo PCB Fluxing Units and Universal Align Systems. These increases were partially offset by decreases in sales of our XYZ Platform Units, Solder Recovery Systems and Spray Dryer Units.

For the three months ended August 31, 2017, our sales increased $368,000 or 16% to $2,654,000 as compared to $2,286,000 for the three months ended August 31, 2016. During the three-month period ended August 31, 2017, we experienced increases in sales of our Nozzles and Ultrasonic Generators, Stent Coating Units, XYZ Platform Units, PCB Fluxing Units and Parts and Universal Align Systems. These increases were partially offset by a decrease in sales of our Servo PCB Fluxing Units and Solder Recovery Systems.

For the six and three-month periods ended August 31, 2017, sales of our Stent Coating Units increased $742,000 and $382,000, respectively, when compared to the prior year periods.

Sales of our Stent Coating Units, XYZ Platform Units, Widetrack Units and Servo PCB Fluxing Units typically vary from quarter to quarter. Demand for our products fluctuates and is dependent upon market conditions. The continuing expansion of our product lines has reduced our dependence on any specific market and provides us flexibility to adapt to changing economic conditions.

Gross Profit:

Our gross profit increased $529,000 to $2,529,000 for the six months ended August 31, 2017 from $2,000,000 for the six months ended August 31, 2016. The gross profit margin was 49% of sales for the six months ended August 31, 2017 as compared to 44% for the six months ended August 31, 2016. The increase in gross profit for the six months ended August 31, 2017 is primarily due to an increase in sales of our Nozzles and Ultrasonic Generators, Stent Coating Units, Servo PCB Fluxing Units and Universal Align Systems.

Our gross profit increased $337,000 to $1,338,000 for the three months ended August 31, 2017 from $1,001,000 for the three months ended August 30, 2016. The gross profit margin was 50% of sales for the three months ended August 31, 2017 as compared to 44% for the three months ended August 31, 2016. The increase in gross profit for the three months ended August 31, 2017 is due to an increase in sales of our Nozzles and Ultrasonic Generators, Stent Coating Units, XYZ Platform Units, PCB Fluxing Units and Parts and Universal Align Systems.

In addition, for the six and three-month periods ended August 31, 2017, our fixed overhead costs remained constant as our sales levels increased.

Operating Expenses:

Research and Product Development:

Research and product development costs decreased $12,000 to $604,000 for the six months ended August 31, 2017 from $616,000 for the six months ended August 31, 2016. The decrease is due to decreased expenses for research and development materials, depreciation expense and salaries. These expenses were partially offset by increases in health insurance premiums and engineering supplies.

Research and development costs decreased $11,000 to $302,000 for the three months ended August 31, 2017 from $313,000 for the three months ended August 31, 2016. The decrease is due to decreased expenses for research and development materials and depreciation expense. These decreases were partially offset by increases in health insurance premiums and engineering supplies.

In addition, during the three months ended August 31, 2016, certain officer salaries were temporarily decreased. These salaries were fully reinstated effective September 1, 2016.

Marketing and Selling:

Marketing and selling costs increased $127,000 to $1,206,000 for the six months ended August 31, 2017 from $1,079,000 for the six months ended August 31, 2016. The increase is due to increased salaries, commissions, health insurance premiums and travel expenses, which were partially offset by decreases in trade show and depreciation expenses.

Marketing and selling costs increased $91,000 to $623,000 for the three months ended August 31, 2017 from $532,000 for the three-month period ended August 31, 2016. During the three months ended August 31, 2017, salaries, health insurance premiums and travel expense increased. These increases were partially offset by decreases in commissions and depreciation expense.

In addition, during the three months ended August 31, 2016, certain officer salaries were temporarily decreased. These salaries were fully reinstated effective September 1, 2016.

General and Administrative:

General and administrative costs increased $56,000 to $558,000 for the six months ended August 31, 2017 from $502,000 for the six months ended August 31, 2016. During the six months ended August 31, 2017, salaries, health insurance premiums and other corporate expenses increased. These increases were partially offset by decreases in professional fees and depreciation.

General and administrative costs increased $67,000 to $299,000 for the three months ended August 31, 2017 from $232,000 for the three months ended August 31, 2016. During the three months ended August 31, 2017, salaries, professional fees and other corporate expenses increased.

In addition, during the three months ended August 31, 2016, certain officer salaries were temporarily decreased. These salaries were fully reinstated effective September 1, 2016.

Rental Real Estate Operations:

For the six months ended August 31, 2017, our real estate operations generated $32,000 in rental income from unrelated third parties and incurred $39,000 in operating expenses, $35,000 in depreciation expense and $24,000 in interest expense resulting in a net loss of $66,000. The $66,000 loss excludes any inter-company rent.

Interest and Dividend Income:

During the six months ended August 31, 2017, we recorded interest and dividend income of approximately $36,000 as compared to $33,000 for the six months ended August 31, 2016.

Other (Expense) Income:

During the six months ended August 31, 2017 we recorded a realized loss of $8,500 on the sale of some of our available-for-sale investments.

During the six months ended August 31, 2016, we received a payout of $200,000 in life insurance proceeds from the death of a former employee.

Condensed Consolidated Results:

We had net income of $71,000 for the six months ended August 31, 2017, as compared to a net loss of $34,000 for the six months ended August 31, 2016. For the six months ended August 31, 2017, our revenue increased $636,000, gross profit increased $513,000, operating expenses increased $164,000, and our operating income increased $348,000. Net interest income (expense) and other income (expense) increased $204,000 when compared to the six months ended August 31, 2017.

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, 2017.

Accounting for Income Taxes

As part of the process of preparing the Company’s condensed consolidated financial statements, the Company is required to estimate its income taxes. Management judgment is required in determining the provision for the deferred tax asset.

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 are not expected to have a material impact on the financial statements of the Company.

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 $2,360,000 in cash and $3,547,000 in marketable securities, the market rate risk associated with changing interest rates in the United States is not material.

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, 2017. 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 2018 that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.

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: October 16, 2017