0000091668 SOLITRON DEVICES INC false --02-28 Q3 2025 0.01 0.01 0.01 0.01 500,000 500,000 0 0 0.01 0.01 10,000,000 10,000,000 2,083,436 487,827 2,083,436 487,827 86,000 0 0 10 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 3 2 2 4 3 5 0 0 0 0 false false false 00000916682024-03-012024-11-30 xbrli:shares 00000916682025-01-01 thunderdome:item iso4217:USDxbrli:shares 00000916682024-11-30 00000916682024-02-29 iso4217:USD 00000916682024-09-012024-11-30 00000916682023-09-012023-11-30 00000916682023-03-012023-11-30 0000091668us-gaap:CommonStockMember2023-02-28 0000091668us-gaap:TreasuryStockCommonMember2023-02-28 0000091668us-gaap:AdditionalPaidInCapitalMember2023-02-28 0000091668us-gaap:RetainedEarningsMember2023-02-28 00000916682023-02-28 0000091668us-gaap:CommonStockMember2023-03-012023-05-31 0000091668us-gaap:AdditionalPaidInCapitalMember2023-03-012023-05-31 0000091668us-gaap:TreasuryStockCommonMember2023-03-012023-05-31 0000091668us-gaap:RetainedEarningsMember2023-03-012023-05-31 00000916682023-03-012023-05-31 0000091668us-gaap:CommonStockMember2023-05-31 0000091668us-gaap:TreasuryStockCommonMember2023-05-31 0000091668us-gaap:AdditionalPaidInCapitalMember2023-05-31 0000091668us-gaap:RetainedEarningsMember2023-05-31 00000916682023-05-31 0000091668us-gaap:CommonStockMember2023-06-012023-08-31 0000091668us-gaap:AdditionalPaidInCapitalMember2023-06-012023-08-31 0000091668us-gaap:TreasuryStockCommonMember2023-06-012023-08-31 0000091668us-gaap:RetainedEarningsMember2023-06-012023-08-31 00000916682023-06-012023-08-31 0000091668us-gaap:CommonStockMember2023-08-31 0000091668us-gaap:TreasuryStockCommonMember2023-08-31 0000091668us-gaap:AdditionalPaidInCapitalMember2023-08-31 0000091668us-gaap:RetainedEarningsMember2023-08-31 00000916682023-08-31 0000091668us-gaap:CommonStockMember2023-09-012023-11-30 0000091668us-gaap:AdditionalPaidInCapitalMember2023-09-012023-11-30 0000091668us-gaap:TreasuryStockCommonMember2023-09-012023-11-30 0000091668us-gaap:RetainedEarningsMember2023-09-012023-11-30 0000091668us-gaap:CommonStockMember2023-11-30 0000091668us-gaap:TreasuryStockCommonMember2023-11-30 0000091668us-gaap:AdditionalPaidInCapitalMember2023-11-30 0000091668us-gaap:RetainedEarningsMember2023-11-30 00000916682023-11-30 0000091668us-gaap:CommonStockMember2024-02-29 0000091668us-gaap:TreasuryStockCommonMember2024-02-29 0000091668us-gaap:AdditionalPaidInCapitalMember2024-02-29 0000091668us-gaap:RetainedEarningsMember2024-02-29 0000091668us-gaap:CommonStockMember2024-03-012024-05-31 0000091668us-gaap:AdditionalPaidInCapitalMember2024-03-012024-05-31 0000091668us-gaap:TreasuryStockCommonMember2024-03-012024-05-31 0000091668us-gaap:RetainedEarningsMember2024-03-012024-05-31 00000916682024-03-012024-05-31 0000091668us-gaap:CommonStockMember2024-05-31 0000091668us-gaap:TreasuryStockCommonMember2024-05-31 0000091668us-gaap:AdditionalPaidInCapitalMember2024-05-31 0000091668us-gaap:RetainedEarningsMember2024-05-31 00000916682024-05-31 0000091668us-gaap:CommonStockMember2024-06-012024-08-31 0000091668us-gaap:AdditionalPaidInCapitalMember2024-06-012024-08-31 0000091668us-gaap:TreasuryStockCommonMember2024-06-012024-08-31 0000091668us-gaap:RetainedEarningsMember2024-06-012024-08-31 00000916682024-06-012024-08-31 0000091668us-gaap:CommonStockMember2024-08-31 0000091668us-gaap:TreasuryStockCommonMember2024-08-31 0000091668us-gaap:AdditionalPaidInCapitalMember2024-08-31 0000091668us-gaap:RetainedEarningsMember2024-08-31 00000916682024-08-31 0000091668us-gaap:CommonStockMember2024-09-012024-11-30 0000091668us-gaap:AdditionalPaidInCapitalMember2024-09-012024-11-30 0000091668us-gaap:TreasuryStockCommonMember2024-09-012024-11-30 0000091668us-gaap:RetainedEarningsMember2024-09-012024-11-30 0000091668us-gaap:CommonStockMember2024-11-30 0000091668us-gaap:TreasuryStockCommonMember2024-11-30 0000091668us-gaap:AdditionalPaidInCapitalMember2024-11-30 0000091668us-gaap:RetainedEarningsMember2024-11-30 0000091668us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2024-11-30 0000091668us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2024-11-30 0000091668us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2024-11-30 0000091668us-gaap:FairValueMeasurementsRecurringMember2024-11-30 0000091668us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2024-02-29 0000091668us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2024-02-29 0000091668us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2024-02-29 0000091668us-gaap:FairValueMeasurementsRecurringMember2024-02-29 utr:Y 0000091668us-gaap:BuildingMember2024-11-30 0000091668us-gaap:BuildingImprovementsMember2024-11-30 0000091668us-gaap:LeaseholdImprovementsMembersrt:MaximumMember2024-11-30 0000091668us-gaap:MachineryAndEquipmentMember2024-11-30 0000091668sodi:DieFromESComponentsMember2024-09-012024-11-30 0000091668sodi:DieFromESComponentsMember2024-03-012024-11-30 0000091668sodi:UsedEquipmentPurchasedFromEsComponentsMember2024-09-012024-11-30 0000091668sodi:UsedEquipmentPurchasedFromEsComponentsMember2024-03-012024-11-30 0000091668sodi:DieFromESComponentsMember2023-09-012023-11-30 0000091668sodi:DieFromESComponentsMember2023-03-012023-11-30 0000091668sodi:UsedEquipmentPurchasedFromEsComponentsMember2023-09-012023-11-30 0000091668sodi:UsedEquipmentPurchasedFromEsComponentsMember2023-03-012023-11-30 0000091668sodi:ESComponentsMember2024-09-012024-11-30 0000091668sodi:ESComponentsMember2024-03-012024-11-30 0000091668sodi:ESComponentsMember2023-09-012023-11-30 0000091668sodi:ESComponentsMember2023-03-012023-11-30 0000091668sodi:OneDistributorMember2024-11-30 0000091668sodi:OneDistributorMember2024-02-29 0000091668us-gaap:PublicUtilitiesInventoryRawMaterialsMember2024-11-30 0000091668sodi:WorkinprocessMember2024-11-30 0000091668sodi:FinishedGoodsMember2024-11-30 0000091668us-gaap:PublicUtilitiesInventoryRawMaterialsMember2024-02-29 0000091668sodi:WorkinprocessMember2024-02-29 0000091668sodi:FinishedGoodsMember2024-02-29 0000091668sodi:WaferBankInventoryMember2024-11-30 0000091668sodi:WaferBankInventoryMember2024-02-29 0000091668sodi:EuropeAndAustraliaMember2024-09-012024-11-30 0000091668sodi:EuropeAndAustraliaMember2023-09-012023-11-30 0000091668sodi:CanadaAndLatinAmericaMember2024-09-012024-11-30 0000091668sodi:CanadaAndLatinAmericaMember2023-09-012023-11-30 0000091668sodi:FarEastAndMiddleEastMember2024-09-012024-11-30 0000091668sodi:FarEastAndMiddleEastMember2023-09-012023-11-30 0000091668country:US2024-09-012024-11-30 0000091668country:US2023-09-012023-11-30 xbrli:pure 0000091668us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembersodi:CustomersWithGovernmentContractsMember2024-09-012024-11-30 0000091668us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembersodi:CustomersWithGovernmentContractsMember2023-09-012023-11-30 0000091668us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembersodi:NonmilitaryScientificIndustrialCustomersAndDistributorsMember2024-09-012024-11-30 0000091668us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembersodi:NonmilitaryScientificIndustrialCustomersAndDistributorsMember2023-09-012023-11-30 0000091668sodi:EuropeAndAustraliaMember2024-03-012024-11-30 0000091668sodi:EuropeAndAustraliaMember2023-03-012023-11-30 0000091668sodi:CanadaAndLatinAmericaMember2024-03-012024-11-30 0000091668sodi:CanadaAndLatinAmericaMember2023-03-012023-11-30 0000091668sodi:FarEastAndMiddleEastMember2024-03-012024-11-30 0000091668sodi:FarEastAndMiddleEastMember2023-03-012023-11-30 0000091668country:US2024-03-012024-11-30 0000091668country:US2023-03-012023-11-30 0000091668us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembersodi:CustomersWithGovernmentContractsMember2024-03-012024-11-30 0000091668us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembersodi:CustomersWithGovernmentContractsMember2023-03-012023-11-30 0000091668us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembersodi:NonmilitaryScientificIndustrialCustomersAndDistributorsMember2024-03-012024-11-30 0000091668us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembersodi:NonmilitaryScientificIndustrialCustomersAndDistributorsMember2023-03-012023-11-30 0000091668us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembersodi:RtxRaytheonMember2024-09-012024-11-30 0000091668us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembersodi:ConmedLinvatecMember2023-09-012023-11-30 0000091668us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembersodi:ConmedLinvatecMember2024-09-012024-11-30 0000091668us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembersodi:RtxRaytheonMember2023-09-012023-11-30 0000091668us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembersodi:L3harrisMember2023-09-012023-11-30 0000091668us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembersodi:RtxRaytheonAndConmedLinvatecMember2024-09-012024-11-30 0000091668us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembersodi:ConmedLinvatecRtxRaytheonAndL3harrisMember2023-09-012023-11-30 0000091668us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembersodi:ConmedLinvatecMember2024-03-012024-11-30 0000091668us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembersodi:RtxRaytheonMember2023-03-012023-11-30 0000091668us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembersodi:RtxRaytheonMember2024-03-012024-11-30 0000091668us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembersodi:L3harrisMember2023-03-012023-11-30 0000091668us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembersodi:ConmedLinvatecMember2023-03-012023-11-30 0000091668us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembersodi:RtxRaytheonAndConmedLinvatecMember2024-03-012024-11-30 0000091668us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembersodi:ConmedLinvatecRtxRaytheonAndL3harrisMember2023-03-012023-11-30 0000091668us-gaap:CostOfGoodsTotalMemberus-gaap:SupplierConcentrationRiskMember2024-09-012024-11-30 0000091668us-gaap:CostOfGoodsTotalMemberus-gaap:SupplierConcentrationRiskMembersodi:ThreeSuppliersMember2024-09-012024-11-30 0000091668us-gaap:CostOfGoodsTotalMemberus-gaap:SupplierConcentrationRiskMembersodi:SupplierOneMember2024-09-012024-11-30 0000091668us-gaap:CostOfGoodsTotalMemberus-gaap:SupplierConcentrationRiskMembersodi:SupplierTwoMember2024-09-012024-11-30 0000091668us-gaap:CostOfGoodsTotalMemberus-gaap:SupplierConcentrationRiskMembersodi:SupplierThreeMember2024-09-012024-11-30 0000091668us-gaap:CostOfGoodsTotalMemberus-gaap:SupplierConcentrationRiskMember2024-03-012024-11-30 0000091668us-gaap:CostOfGoodsTotalMemberus-gaap:SupplierConcentrationRiskMembersodi:TwoSuppliersMember2024-03-012024-11-30 0000091668us-gaap:CostOfGoodsTotalMemberus-gaap:SupplierConcentrationRiskMembersodi:SupplierOneMember2024-03-012024-11-30 0000091668us-gaap:CostOfGoodsTotalMemberus-gaap:SupplierConcentrationRiskMembersodi:SupplierTwoMember2024-03-012024-11-30 0000091668us-gaap:CostOfGoodsTotalMemberus-gaap:SupplierConcentrationRiskMember2023-09-012023-11-30 0000091668us-gaap:CostOfGoodsTotalMemberus-gaap:SupplierConcentrationRiskMembersodi:TwoSuppliersMember2023-09-012023-11-30 0000091668us-gaap:CostOfGoodsTotalMemberus-gaap:SupplierConcentrationRiskMembersodi:SupplierOneMember2023-09-012023-11-30 0000091668us-gaap:CostOfGoodsTotalMemberus-gaap:SupplierConcentrationRiskMembersodi:SupplierTwoMember2023-09-012023-11-30 0000091668us-gaap:CostOfGoodsTotalMemberus-gaap:SupplierConcentrationRiskMember2023-03-012023-11-30 0000091668us-gaap:CostOfGoodsTotalMemberus-gaap:SupplierConcentrationRiskMembersodi:FourSuppliersMember2023-03-012023-11-30 0000091668us-gaap:CostOfGoodsTotalMemberus-gaap:SupplierConcentrationRiskMembersodi:SupplierOneMember2023-03-012023-11-30 0000091668us-gaap:CostOfGoodsTotalMemberus-gaap:SupplierConcentrationRiskMembersodi:SupplierTwoMember2023-03-012023-11-30 0000091668us-gaap:CostOfGoodsTotalMemberus-gaap:SupplierConcentrationRiskMembersodi:SupplierThreeMember2023-03-012023-11-30 0000091668us-gaap:CostOfGoodsTotalMemberus-gaap:SupplierConcentrationRiskMembersodi:SupplierFourMember2023-03-012023-11-30 utr:sqft 0000091668sodi:UseableOfficeAndProductionSpaceInOrangeCountyFloridaMember2024-11-30 0000091668sodi:UseableOfficeAndProductionSpaceInOrangeCountyFloridaMember2024-09-012024-11-30 00000916682023-09-012024-02-29 0000091668sodi:PropertyInWestPalmBeachFloridaMember2021-04-162021-04-16 0000091668us-gaap:NotesPayableToBanksMember2021-03-01 0000091668us-gaap:NotesPayableToBanksMember2023-09-012024-08-31 0000091668sodi:MicroPropertyMember2024-05-212024-05-21 0000091668sodi:UseableOfficeAndProductionSpaceInOrangeCountyFloridaMember2024-05-212024-05-21 0000091668us-gaap:NotesPayableToBanksMember2024-05-21 0000091668us-gaap:NotesPayableToBanksMember2024-05-212024-05-21 00000916682024-10-14
 

 

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended November 30, 2024

 

or

    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____ to _____

 

Commission File No. 001-04978

 

SOLITRON DEVICES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware22-1684144
(State or Other Jurisdiction of(I.R.S. Employer
Incorporation or Organization)Identification No.)

 

901 Sansburys Way, West Palm Beach, Florida 33411

(Address of Principal Executive Offices) (Zip Code)

 

(561) 848‑4311

(Registrant’s Telephone Number, Including Area Code)

 

Securities registered pursuant to Section 12(b) of the Act: None

 

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 check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit 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. (Check one)

 

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 ☒ 

 

The number of shares of the registrant’s common stock, $0.01 par value, outstanding as of January 10, 2025, was 2,083,436.

 

    

 

SOLITRON DEVICES, INC.

 

TABLE OF CONTENTS

 

 

PART 1 - FINANCIAL INFORMATION

 

     

Page No.

Item 1.

 

Financial Statements

2
       
   

Consolidated Condensed Balance Sheets November 30, 2024 (unaudited) and February 29, 2024

2

       
   

Consolidated Condensed Statements of Operations (unaudited) Three and Nine Months Ended November 30, 2024 and 2023

3

       
   

Consolidated Condensed Statements of Changes in Stockholders’ Equity (unaudited) Three and Nine Months Ended November 30, 2024 and 2023

4

       
   

Consolidated Condensed Statements of Cash Flows (unaudited) Nine Months Ended November 30, 2024 and 2023

5

       
   

Notes to Consolidated Condensed Financial Statements (unaudited)

6

       

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

15
       

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

19

       

Item 4.

 

Controls and Procedures

19

       

PART II  OTHER INFORMATION

 
       

Item 1.

 

Legal Proceedings

20

       

Item 1A

 

Risk Factors

20

       

Item 6.

 

Exhibits

20

       

Signatures

 

21

 

 

 

 

PART I FINANCIAL INFORMATION

 

ITEM 1.  FINANCIAL STATEMENTS

 

SOLITRON DEVICES, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

AS OF November 30, 2024 AND February 29, 2024

(in thousands, except for share and per share amounts)

 

  

November 30, 2024

  

February 29, 2024

 
  

unaudited

     

ASSETS

        

CURRENT ASSETS

        

Cash and cash equivalents

 $3,727  $2,217 

Marketable securities

  1,023   904 

Accounts receivable

  1,793   2,826 

Inventories, net

  3,998   4,132 

Prepaid expenses and other current assets

  333   532 

TOTAL CURRENT ASSETS

  10,874   10,611 
         

Property, plant and equipment, net

  8,724   7,356 

Finance lease, right of use asset

  -   1,715 

Intangible assets

  2,957   3,114 

Deferred tax asset

  1,590   1,837 

Other assets

  253   107 

TOTAL ASSETS

 $24,398  $24,740 
         

LIABILITIES AND STOCKHOLDERS’ EQUITY

        

CURRENT LIABILITIES

        

Accounts payable

 $391  $439 

Customer deposits

  63   539 

Accrued contingent consideration, current

  542   465 

Finance lease liability

  -   1,750 

Mortgage loans, current portion

  151   111 

Accrued expenses and other current liabilities

  845   1,080 

TOTAL CURRENT LIABILITIES

  1,992   4,384 
         

Accrued contingent consideration, non-current

  663   751 

Mortgage loans, net of current portion

  3,803   2,537 

TOTAL LIABILITIES

  6,458   7,672 
         

STOCKHOLDERS’ EQUITY

        

Preferred stock, $.01 par value, authorized 500,000 shares, none issued

  -   - 

Common stock, $.01 par value, authorized 10,000,000 shares, 2,083,436 shares outstanding, net of 487,827 treasury shares at November 30, 2024 and 2,083,436 shares outstanding, net of 487,827 treasury shares at February 29, 2024, respectively

  21   21 

Additional paid-in capital

  1,834   1,834 

Retained Earnings

  17,497   16,625 

Less treasury stock

  (1,412)  (1,412)

TOTAL STOCKHOLDERS’ EQUITY

  17,940   17,068 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 $24,398  $24,740 

 

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

 

 

 

SOLITRON DEVICES, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

FOR THE three and nine months ended November 30, 2024 AND November 30, 2023

(in thousands except for share and per share amounts)

 

   

For The Three Months ended

   

For The Three Months ended

   

For The Nine Months ended

   

For The Nine Months ended

 
   

November 30, 2024

   

November 30, 2023

   

November 30, 2024

   

November 30, 2023

 
   

unaudited

   

unaudited

   

unaudited

   

unaudited

 

Net sales

  $ 3,369     $ 4,136     $ 10,917     $ 8,753  

Cost of sales

    2,368       3,059       7,503       6,172  
                                 

Gross profit

    1,001       1,077       3,414       2,581  
                                 

Selling, general and administrative expenses

    675       859       2,246       2,015  
                                 

Operating income

    326       218       1,168       566  
                                 

Other income (loss)

                               

Interest income

    -       12       6       32  

Interest expense

    (67 )     (55 )     (194 )     (108 )

Dividend income

    12       -       34       19  

Realized gain on investments

    13       -       46       332  

Unrealized gain (loss) on investments

    78       (108 )     126       (745 )

Other income

    -       19       -       19  

Total other (loss)

    36       (132 )     18       (451 )
                                 

Net income (loss) before tax

  $ 362     $ 86     $ 1,186     $ 115  

Income taxes

    (96 )     -       (314 )     -  

Net income (loss)

  $ 266     $ 86     $ 872     $ 115  
                                 

Net income (loss) per common share - basic and diluted

  $ 0.13     $ 0.04     $ 0.42     $ 0.06  
                                 

Weighted average shares outstanding - basic and diluted

    2,083,436       2,083,436       2,083,436       2,083,436  

 

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

 

 

 

SOLITRON DEVICES, INC.

STATEMENTS OF CHANGES IN CONDENSED CONSOLIDATED STOCKHOLDERS EQUITY

FOR THE three and nine months ended November 30, 2024 AND November 30, 2023

(Unaudited, in thousands, except for number of shares)

 

   

Common Stock

   

Additional

   

Treasury

                 
   

Number

   

Treasury

           

Paid-in

   

Stock

   

Retained

         
   

of Shares

   

Shares

   

Amount

   

Capital

   

Amount

   

Earnings

   

Total

 
                                                         

Balance, February 28, 2023

    2,571,263       (487,827 )   $ 21     $ 1,834     $ (1,412 )   $ 10,824     $ 11,267  

Net (loss)

    -       -       -       -       -       (171 )     (171 )

Balance, May 31, 2023

    2,571,263       (487,827 )   $ 21     $ 1,834     $ (1,412 )   $ 10,653     $ 11,096  
                                                         

Net Income

    -       -       -       -       -       200       200  

Balance, August 31, 2023

    2,571,263       (487,827 )   $ 21     $ 1,834     $ (1,412 )   $ 10,853     $ 11,296  
                                                         

Net Income

    -       -       -       -       -       86       86  

Balance, November 30, 2023

    2,571,263       (487,827 )   $ 21     $ 1,834     $ (1,412 )   $ 10,939     $ 11,382  
                                                         

Balance, February 29, 2024

    2,571,263       (487,827 )   $ 21     $ 1,834     $ (1,412 )   $ 16,625     $ 17,068  

Net Income

    -       -       -       -       -       589       589  

Balance, May 31, 2024

    2,571,263       (487,827 )   $ 21     $ 1,834     $ (1,412 )   $ 17,214     $ 17,657  
                                                         

Net Income

    -       -       -       -       -       17       17  

Balance, August 31, 2024

    2,571,263       (487,827 )   $ 21     $ 1,834     $ (1,412 )   $ 17,231     $ 17,674  
                                                         

Net Income

    -       -       -       -       -       266       266  

Balance, November 30, 2024

    2,571,263       (487,827 )   $ 21     $ 1,834     $ (1,412 )   $ 17,497     $ 17,940  

 

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

 

 

 

SOLITRON DEVICES, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

FOR THE nine months ended November 30, 2024 AND November 30, 2023

(unaudited, in thousands)

 

   

Nine Months

   

Nine Months

 
   

ended

   

ended

 
   

November 30, 2024

   

November 30, 2023

 
                 

Net income

  $ 872     $ 115  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Depreciation

    420       393  

Amortization of intangibles

    157       14  

Net realized and unrealized (losses) on investments

    (174 )     413  

Accrued interest income on short-term investments

    -       (16 )

Accrued interest expense on contingent consideration

    77       26  

Change in net deferred taxes

    248       -  

Changes in Operating Assets and Liabilities:

               

Accounts receivable

    1,033       (1,171 )

Inventories

    134       693  

Prepaid expenses and other current assets

    199       (5 )

Other assets, non-current

    (147 )     42  

Accounts payable

    (48 )     481  

Customer deposits

    (475 )     260  

Accrued expenses, other current and non-current liabilities

    (236 )     115  

Net cash provided by operating activities

    2,060       1,360  
                 

Investing activities

               

Proceeds from sale of marketable securities

    647       882  

Purchases of marketable securities

    (592 )     (70 )

Maturities of short-term investments

    -       1,000  

Cash paid for acquisition, contingent consideration

    (88 )     (2,465 )

Purchases of property and equipment

    (1,788 )     (162 )

Net cash provided by (used in) investing activities

    (1,821 )     (815 )
                 

Financing activities

               

Payments on finance lease liabilities

    (35 )     (3 )

Proceeds from mortgage loan

    1,400       -  

Principal payments on mortgage loan

    (94 )     (80 )

Net cash provided by (used in) financing activities

    1,271       (83 )
                 

Net increase in cash and cash equivalents

    1,510       462  

Cash and cash equivalents - beginning of the year

    2,217       1,447  

Cash and cash equivalents - end of period

  $ 3,727     $ 1,909  
                 

Non-cash transactions

               

Financing right of use asset and liability extinguished

  $ 1,744     $ 1,744  
                 

Supplemental disclosures of cash flow data

               

Income taxes paid

  $ -     $ -  

Interest expense paid

  $ 94     $ 53  

 

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

 

 

SOLITRON DEVICES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

 

1.

THE COMPANY AND OPERATIONS

 

Solitron Devices, Inc., a Delaware corporation (the “Company” or “Solitron”), designs, develops, manufactures, and markets solid-state semiconductor components and related devices primarily for the military and aerospace markets. The Company was incorporated under the laws of the State of New York in 1959 and reincorporated under the laws of the State of Delaware in August 1987. In September 2023, Solitron acquired Micro Engineering Inc. (“MEI”). Since 1980, MEI has specialized in solving design layout and manufacturing challenges for electronic components. MEI specializes in low to mid volume projects that require engineering, quality systems and efficient manufacturing.

 

 

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

The unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.

 

The unaudited financial information furnished herein reflects all adjustments, consisting of normal recurring items that, in the opinion of management, are necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods. The results of operations for the three and nine months ended November 30, 2024 are not necessarily indicative of the results to be expected for the year ending February 28, 2025.

 

The information included in this Form 10-Q should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended February 29, 2024.

 

Use of Estimates

The consolidated condensed financial statements are prepared in accordance with U.S. GAAP. Preparation of these consolidated condensed financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable. The Company could have reasonably used different accounting estimates. This applies in particular to inventory and valuation allowance for deferred tax assets. Actual results could differ significantly from our estimates. To the extent that there are material differences between these estimates and actual results, the Company’s future financial statement presentation, financial condition, results of operations and cash flows will be affected.

 

Cash and Cash Equivalents

Cash and cash equivalents include demand deposits and money market accounts. The Company considers any short-term, highly liquid investments with maturities of three months or less as cash and cash equivalents.

 

Investment in Marketable Securities

Investment in Securities includes investments in equity securities. Investments in securities are reported at fair value with changes in unrecognized gains or losses included in other income on the condensed consolidated statements of operations.

 

6

 

The following table summarizes the Company’s marketable securities:

 

November 30, 2024

     

Gross

  

Gross

     
      

Unrealized

  

Unrealized

     

Marketable Securities:

 

Cost

  

Gains

  

Losses

  

Fair Value

 

Common Stocks

 $574,000  $454,000  $(5,000) $1,023,000 

 

February 29, 2024

     

Gross

  

Gross

     
      

Unrealized

  

Unrealized

     

Marketable Securities:

 

Cost

  

Gains

  

Losses

  

Fair Value

 

Common Stocks

 $581,000  $375,000  $(52,000) $904,000 

 

At November 30, 2024 and February 29, 2024, the deferred tax liability related to unrecognized gains and losses on short-term investments was approximately $119,000 and $86,000, respectively.

 

Fair Value of Financial Instruments

Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures”, defines “fair value” as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  ASC 820 also sets forth a valuation hierarchy of the inputs (assumptions that market participants would use in pricing an asset or liability) used to measure fair value.  This hierarchy prioritizes the inputs into the following three levels:

 

Level 1:

Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets.

Level 2:

Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3:

Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

 

The table below shows the Company’s marketable securities as of November 30, 2024 and February 29, 2024:

 

November 30, 2024

 

Level 1

  

Level 2

  

Level 3

  

Total

 

Common Stocks

 $1,023,000  $-  $-  $1,023,000 

 

February 29, 2024

 

Level 1

  

Level 2

  

Level 3

  

Total

 

Common Stocks

 $904,000  $-  $-  $904,000 

 

The carrying amounts of the Company’s short-term financial instruments, including accounts receivable, accounts payable, accrued expenses and other liabilities approximate their fair value due to the relatively short period to maturity for these instruments. The carrying value of long-term debt approximates fair value since the related rates of interest approximate current market rates.

 

Accounts Receivable

Accounts receivable are stated at amounts management expects to collect from outstanding balances and do not bear interest. The Company regularly monitors and assesses its risk of not collecting amounts owed by customers. At each balance sheet date, the Company recognizes an expected allowance for credit losses. In addition, at each reporting date, this estimate is updated to reflect any changes in credit risk since the receivable was initially recorded. This estimate is calculated on a pooled basis where similar risk characteristics exist. If applicable, accounts receivable are evaluated individually when they do not share similar risk characteristics which could exist in circumstances where amounts are considered at risk or uncollectible. The accounts receivable balance as of November 30, 2024, and February 29, 2024, was $1,793,000 and $2,826,000, respectively.

 

The allowance estimate is derived from a review of the Company’s historical losses based on the aging of receivables. This estimate is adjusted for management’s assessment of current conditions, reasonable and supportable forecasts regarding future events, and any other factors deemed relevant by the Company. The Company believes historical loss information is a reasonable starting point in which to calculate the expected allowance for credit losses as the Company’s portfolio segment has remained consistent since the Company’s inception. The allowance for credit losses was $0 as of November 30, 2024, and February 29, 2024.

 

The Company writes off receivables when there is information that indicates the debtor is facing significant financial difficulty and there is no possibility of recovery. If any recoveries are made from any accounts previously written off, they will be recognized in income (or an offset to credit loss expense) in the year of recovery, in accordance with the Company’s accounting policy election. The total amount of write-offs for the nine months ended November 30, 2024, and  November 30, 2023 was $0.

 

7

 

Shipping and Handling

Shipping and handling costs billed to customers are recorded in net sales. Shipping costs incurred by the Company are recorded in cost of sales.

 

Inventories

Inventories are stated at the lower of cost and net realizable value. Cost is determined using the “first-in, first-out” (FIFO) method. The Company buys raw material only to fill customer orders. Excess raw material is created only when a vendor imposes a minimum quantity buy in excess of actual requirements. Such excess material will usually be utilized to meet the requirements of the customer’s subsequent orders. If excess material is not utilized after two fiscal years it is fully reserved. Any inventory item once designated as reserved is carried at zero value in all subsequent valuation activities.

 

The Company does not classify a portion of inventories as non-current since we cannot reasonably estimate based on the length of our operating cycle which items will or will not be used within twelve months.

 

The Company’s inventory valuation policy is as follows:

 

Raw material /Work in process:All material acquired or processed in the last two fiscal years is valued at the lower of its acquisition cost or net realizable value, except for wafers which function under a three- year policy. All material not used after two fiscal years is fully reserved for except wafers which were reserved for after three years. All raw wafers were fully reserved for when the wafer fab was decommissioned. Finished wafers produced in our former wafer fab are stored in the wafer bank and are considered work-in-process. Raw material in excess of five years’ usage that cannot be restocked, and slow-moving work in process are reserved for.
  
Finished goods:All finished goods with firm orders for later delivery are valued at the lower of cost or net realizable value. All finished goods with no orders are fully reserved.
  
Direct labor costs:Direct labor costs are allocated to finished goods and work in process inventory based on engineering estimates of the number of man-hours required from the different direct labor departments to bring each device to its particular level of completion.

 

Property, Plant, Equipment, and Leasehold Improvements

Property, plant, and equipment is recorded at cost. Major renewals and improvements are capitalized, while maintenance and repairs that do not extend their expected life are expensed as incurred. Depreciation is provided on a straight-line basis over the estimated useful lives of the related assets. Leasehold improvements are amortized over the shorter of the lease term or the lives of the related assets:

 

Building (years)

  39 

Building Improvements (years)

  15 

Leasehold Improvements

 

Shorter of 10 years or life of lease

 

Machinery and Equipment (years)

  5 

 

Concentrations of Credit Risk

Financial instruments, which potentially subject the Company to concentration of credit risk, consist principally of cash and account receivables. The Company places its cash with high credit quality institutions. At times, such amounts may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced any losses in such accounts and believes that it is not exposed to any significant credit risk on the accounts. As of November 30, 2024, all non-interest bearing checking accounts were FDIC insured to a limit of $250,000. Deposits in excess of FDIC insured limits were approximately $677,000 at November 30, 2024, as compared to $1,007,000 at February 29, 2024. With respect to the account receivables, most of the Company’s products are custom made pursuant to contracts with customers whose end-products are sold to the United States Government. The Company performs ongoing credit evaluations of its customers’ financial condition and maintains allowances for potential credit losses. Actual losses and allowances have historically been within management’s expectations.

 

8

 

Net Income (Loss) Per Common Share

Net income (loss) per common share is presented in accordance with ASC 260-10 “Earnings per Share.” Basic earnings per common share are computed using the weighted average number of common shares outstanding during the period. Diluted earnings per common share incorporate the incremental shares issuable upon the assumed exercise of stock options to the extent they are not anti-dilutive using the treasury stock method. The Company had no common stock equivalents outstanding during the three and nine months ended November 30, 2024 and November 30, 2023; therefore, there is no effect from dilution on earnings per share.

 

Revenue Recognition

The Company records revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers,” which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods and services to customers. Revenue is recognized at a point in time, generally upon shipment of products to customers.

 

The core principle of the guidance in Topic 606 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 in exchange for those goods or services.

 

To achieve that core principle, the Company applied the following steps:

 

1. Identify the contract(s) with a customer.

 

The Company designs, develops, manufactures and markets solid-state semiconductor components and related devices. The Company’s products are used as components primarily in the military and aerospace markets.

 

The Company’s revenues are from purchase orders and/or contracts with customers associated with manufacture of products. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.

 

2. Identify the performance obligations in the contract.

 

The majority of the Company’s purchase orders or contracts with customers contain a single performance obligation, the shipment of products.

 

3. Determine the transaction price.

 

The transaction price reflects the Company’s expectations about the consideration it will be entitled to receive from the customer at a fixed price per unit shipped based on the terms of the contract or purchase order with the customer. To the extent our actual costs vary from the fixed price that was negotiated, we will generate more or less profit or could incur a loss.

 

4. Allocate the transaction price to the performance obligations in the contract.

 

5. Recognize revenue when (or as) the Company satisfies a performance obligation.

 

This performance obligation is satisfied when control of the product is transferred to the customer, which generally occurs upon shipment. The Company receives purchase orders for products to be delivered over multiple dates that may extend across reporting periods. The Company’s accounting policy treats shipping and handling activities as a fulfillment cost. The Company invoices for each delivery upon shipment and recognizes revenues at the fixed price for each distinct product delivered when transfer of control has occurred, which is generally upon shipment.

 

In addition, the Company may have a contract or purchase order to provide a non-recurring engineering service to a customer. These contracts are reviewed, performance obligations are determined, and we recognize revenue at the point in time in which each performance obligation is fully satisfied.

 

We recognize revenue on sales to distributors when the distributor takes control of the products ("sold-to" model).  We have agreements with distributors that allow distributors a limited credit for unsaleable products, which we refer to as a "scrap allowance." Consistent with industry practice, we also have a "stock, ship and debit" program whereby we consider requests by distributors for credits on previously purchased products that remain in distributors' inventory, to enable the distributors to offer more competitive pricing.  We have contractual arrangements whereby we provide distributors with protection against price reductions initiated by us after product is sold by us to the distributor and prior to resale by the distributor. In addition, we have a termination clause in one of our distributor agreements that would allow for a full credit for all inventory upon 60 days’ notice of terminating the agreement.

 

We recognize the estimated variable consideration to be received as revenue and record a related accrued expense for the consideration not expected to be received, based upon an estimate of product returns, scrap allowances, "stock, ship and debit" credits, and price protection credits that will be attributable to sales recorded through the end of the period.  We make these estimates based upon sales levels to our customers during the period, inventory levels at the distributors, current and projected market conditions, and historical experience under the programs. Our estimates require the exercise of significant judgments.  We believe that we have a reasonable basis to estimate future credits under the programs.

 

9

 

Related Party Transactions

The Company currently purchases and has purchased in the past die and wafers, as specified by the Company's customers, from ES Components. Mr. Aubrey, a director of the Company is a minority owner, and an immediate family member of the majority owner of ES Components. For the three and nine months ended November 30, 2024, the Company purchased $0 and $90,000 of die, respectively and $0 of used equipment from ES Components. For the three and nine months ended November 30, 2023, the Company purchased $24,000 and $57,000 of die, respectively and $0 of used equipment from ES Components. The Company has included the expenses related to die in cost of goods sold in the accompanying condensed consolidated statements of operations. The Company occasionally makes sales to ES Components. For the three and nine months ended November 30, 2024 and November 30, 2023, sales were $0.

 

Stock based Compensation

The Company records stock-based compensation in accordance with the provisions of ASC Topic 718, "Compensation-Stock Compensation," which establishes accounting standards for transactions in which an entity exchanges its equity instruments for goods or services. Under ASC Topic 718, the Company recognizes an expense for the fair value of outstanding stock options and grants as they vest, whether held by employees or others. No vesting of stock options or grants occurred during the three and nine months ended November 30, 2024 or November 30, 2023.

 

 

3.

REVENUE RECOGNITION

 

Sales returns and allowances accrual activity is shown below for the three and nine months ended November 30, 2024, and November 30, 2023, respectively:

 

  

Fiscal quarters ended

  

Nine fiscal months ended

 
  

November 30, 2024

  

November 30, 2023

  

November 30, 2024

  

November 30, 2023

 

Beginning Balance

 $363,000  $471,000  $471,000  $471,000 

Accrued Allowances

  (33,000)  -   (141,000)  - 

Credits Issued

  -   -   -   - 

Ending Balance

 $330,000  $471,000  $330,000  $471,000 

 

As mentioned in Note 2 above, one of our distributor agreements has a termination clause that would allow for a full credit for all inventory upon 60 days’ notice of terminating the agreement. As of November 30, 2024, and February 29, 2024, the inventory balance at that distributor was believed to be $1,281,000 and $1,454,000, respectively. Based upon sales levels to and by the distributor during the period, inventory levels at the distributors, current and projected market conditions, and historical experience under the programs, we believe it is highly unlikely that the distributor would exercise termination. Should termination occur, we believe the products could be sold to other distributors or held in inventory for future sale.

 

The Company warrants that its products, when delivered, will be free from defects in material workmanship under normal use and service. The obligations are limited to replacing, repairing, or reimbursing for, at the option of the Company, any products that are returned within one year after the date of shipment. The Company does not reserve for potential warranty costs based on historical experience and the nature of its cost tracking system.

 

 

4.

INVENTORIES

 

As of November 30, 2024, inventories consist of the following:

 

  

Gross

  

Reserve

  

Net

 

Raw Materials

 $2,589,000  $(482,000) $2,107,000 

Work-In-Process

  5,160,000   (3,883,000)  1,277,000 

Finished Goods

  1,098,000   (484,000)  614,000 

Totals

 $8,847,000  $(4,849,000) $3,998,000 

 

10

 

As of February 29, 2024, inventories consist of the following:

 

  

Gross

  

Reserve

  

Net

 

Raw Materials

 $2,492,000  $(441,000) $2,051,000 

Work-In-Process

  5,274,000   (3,894,000)  1,380,000 

Finished Goods

  1,150,000   (449,000)  701,000 

Totals

 $8,916,000  $(4,784,000) $4,132,000 

 

Wafer bank inventory (completed wafers that are available to be consumed in the Company’s products), net of reserves, totaled $246,000 as of November 30, 2024 and $332,000 as of February 29, 2024. As of November 30, 2024, 100% of the wafer bank inventory consisted of wafers manufactured between calendar year 2018 and 2022. We do not expect all of our wafer inventory to be consumed within twelve months; however, since it is not possible to know which wafers will or will not be used, we classify all our inventory as current.

 

 

5.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

 

As of November 30, 2024, and February 29, 2024, accrued expenses and other current liabilities consist of the following:

 

  

November 30, 2024

  

February 29, 2024

 

Payroll and related employee benefits

 $415,000  $449,000 

Legal fees

  27,000   21,000 

Property, sales, and franchise taxes

  73,000   25,000 

Return allowance

  330,000   471,000 

Other liabilities

  -   114,000 

Totals

 $845,000  $1,080,000 

 

 

6.

DISAGGREGATION OF REVENUE AND MAJOR CUSTOMERS

 

Revenues from domestic and export sales are attributed to a global geographic region according to the location of the customer’s primary manufacturing or operating facilities. Revenues from domestic and export sales to unaffiliated customers for the three months ended November 30, 2024, and November 30, 2023, respectively are as follows:

 

Geographic Region

 

November 30, 2024

  

November 30, 2023

 

Europe and Australia

 $13,000  $1,000 

Canada and Latin America

  -   1,000 

Far East and Middle East

  -   - 

United States

  3,356,000   4,134,000 

Totals

 $3,369,000  $4,136,000 

 

For the three months ended November 30, 2024 and November 30, 2023, approximately 55% and 64%, respectively, of the Company’s sales have been attributable to contracts with customers whose products are sold to the United States government. The remaining 45% and 36%, respectively of sales are for non-military, scientific and industrial applications, or to distributors where we do not have end user information.

 

Revenues from domestic and export sales to unaffiliated customers for the nine months ended November 30, 2024, and November 30, 2023, respectively are as follows:

 

Geographic Region

 

November 30, 2024

  

November 30, 2023

 

Europe and Australia

 $46,000  $4,000 

Canada and Latin America

  -   2,000 

Far East and Middle East

  -   - 

United States

  10,871,000   8,747,000 

Totals

 $10,917,000  $8,753,000 

 

11

 

For the nine months ended November 30, 2024 and November 30, 2023, approximately 55% and 78%, respectively, of the Company’s sales have been attributable to contracts with customers whose products are sold to the United States government. The remaining 45% and 22%, respectively of sales are for non-military, scientific and industrial applications, or to distributors where we do not have end user information.

 

Customers who contributed ten percent or more of revenues for the three months ended November 30, 2024, and November 30, 2023, respectively are as follows:

 

Customer

 

November 30, 2024

   

Customer

 

November 30, 2023

 

1. RTX (Raytheon)

  41%  

1. ConMed Linvatec

  29%

2. ConMed Linvatec

  31%  

2. RTX (Raytheon)

  28%
       

3. L3Harris

  19%

Totals

  72%  

Totals

  76%

 

Customers who contributed ten percent or more of revenues for the nine months ended November 30, 2024 and November 30, 2023, respectively are as follows:

 

Customer

 

November 30, 2024

   

Customer

 

November 30, 2023

 

1. ConMed Linvatec

  35%  

1. RTX (Raytheon)

  39%

2. RTX (Raytheon)

  31%  

2. L3Harris

  17%
       

3. ConMed Linvatec

  14%

Totals

  66%  

Totals

  70%

 

 

7.

MAJOR SUPPLIERS

 

For the three months ended November 30, 2024, the Company utilized three suppliers who in total provided 46% of the production materials. Individually, these suppliers accounted for 22%, 13% and 11% of the Company's production materials.  No other supplier accounted for 10% or more of purchases of production materials.

 

For the nine months ended November 30, 2024, the Company utilized two suppliers who in total provided 56% of the production materials. Individually, these suppliers accounted for 42% and 14% of the Company's production materials.  No other supplier accounted for 10% or more of purchases of production materials.

 

For the three months ended November 30, 2023, the Company utilized two suppliers who in total provided 43% of the production materials. Individually, these suppliers accounted for 23% and 22% of the Company's production materials.  No other supplier accounted for 10% or more of purchases of production materials.

 

For the nine months ended November 30, 2023, the Company utilized four suppliers who in total provided 60% of the production materials. Individually, these suppliers accounted for 20%, 17%, 13% and 10% of the Company's production materials.  No other supplier accounted for 10% or more of purchases of production materials.

 

 

8.

COMMITMENTS AND CONTINGENCIES

 

Finance lease:

 

In connection with the Acquisition of MEI, the Company also entered into a Lease Agreement pursuant to which it agreed to lease the facility occupied by MEI, consisting of approximately 10,926 square feet of useable office and production space in Orange County, Florida for $10,650 per month. The Lease Agreement had an initial term of three years, with two five-year renewal options. The Lease Agreement also provided the Company with an option to purchase the leased property for $1,750,000 at any time before the six-month anniversary of the Lease Agreement. The Company exercised its option and completed the purchase on May 21, 2024. Accordingly, the right of use asset and lease liability were removed and the Company recorded the previously leased facility as property, plant, and equipment. See note 9 for the mortgage terms related to this purchase.

 

12

 

Under ASC 842-10-25-2 there are five criteria to determine if a lease is a finance lease, one of those criteria is if a purchase option is reasonably certain to be exercised. Since the purchase option was likely to be exercised, we treated the lease as a finance lease and included the purchase price of $1,750,000 as a current liability. The Company used an imputed interest rate of 8%.

 

  

February 29, 2024

 

Fiscal Year Ending February 29

 

Amount

 

2024

  1,750,000 

Total Future Undiscounted Cash Flows

 $1,750,000 

Less Imputed Interest to be recognized in lease expense

  - 

Finance Lease Liabilities, as reported

 $1,750,000 

 

Balance Sheet Classification

 

February 29, 2024

 

Assets

    

Finance lease right-of-use assets, September 1, 2023

 $1,744,000 

Amortization for the six months ended February 29, 2024

  (29,000)

Total finance lease right-of-use asset, February 29, 2024

 $1,715,000 

Liabilities

    

Current

    

Finance lease liability, short-term

 $1,750,000 

Non-current

    

Finance lease liability, long-term

  - 

Total lease liabilities

 $1,750,000 

 

Contingencies:

We may from time to time become a party to various legal proceedings arising in the ordinary course of business. As of November 30, 2024, we had no known material current, pending, or threatened litigation.

 

 

9.

NOTES PAYABLE

 

On April 16, 2021, the Company closed on the acquisition of a facility and real estate located in West Palm Beach, Florida for a purchase price of $4,200,000 pursuant to the Commercial Contract entered into on March 1, 2021. In connection with the acquisition, the Company obtained mortgage financing from Bank of America, N.A. (the “Bank”) in the amount of $2,940,000 to fund that portion of the total purchase price, and entered into the Master Credit Agreement, a Note, a Mortgage, Assignment of Rents, Security Agreement and Fixture Filing and Financial Covenant Agreement (the “FCA”). The loan accrues interest at a fixed rate of 3.8% per year and matures on April 15, 2031. Beginning on May 15, 2021, the Company began making monthly installments of $17,593 consisting of principal and interest. The payment and performance of the loan is secured by a security interest in the property acquired. The Master Credit Agreement contains certain representations and warranties, undertakings and events of default customary for these types of agreements. Additionally, under the terms of the FCA, the Company has agreed to maintain a fixed charge coverage ratio of at least 1.15:1.0, calculated at the end of each fiscal year, using the results of the twelve-month period ending with that reporting period, and has agreed to maintain on a consolidated basis a minimum of no less than $1,000,000 of unrestricted, unencumbered liquid assets.

 

On June 29, 2022, the Company received notification from the Bank that it had elected to suspend certain financial and reporting requirements set forth in the FCA. Specifically, the Bank elected on a going forward basis to suspend measurement of any of the following financial covenants to the extent they are included in Section 2.1, ‘Financial Covenants’ of the FCA: Tangible Net Worth; Debt Service Coverage Ratio; Fixed Charge Coverage Ratio; Asset Coverage Ratio; Funded Debt to EBITDA; and/or Liquidity. In addition, the Bank elected to suspend the requirements in the FCA, if any, for the submission of financial statements and information by the Borrower on a periodic basis as specified in Section 2.4, ‘Financial Information’ of the FCA. The Bank reserves the right in its sole discretion to require the Company to resume delivery of financial statements and other information and to evidence compliance with the financial covenant requirements as currently provided in the FCA.

 

On May 21, 2024, Micro Engineering, Inc., a wholly owned subsidiary of Solitron purchased the property and facilities occupied by the Company, located at 401 Roger Williams Road, Apopka, Florida (the “Micro Property”), for a purchase price of $1,750,000. Micro Engineering, Inc. previously occupied the Micro Property under a commercial lease agreement dated September 1, 2023, which provided the Company with an option to purchase the Micro Property for $1,750,000 at any time before the six-month anniversary of the lease agreement. In addition, on May 21, 2024, the Company entered into a Loan Agreement with Bank of America, N.A. (“the Bank”) with respect to the Company’s acquisition of the Micro Property. The Loan Agreement is (1) evidenced by a Promissory Note issued by the Company in favor of the Bank in the principal amount of $1,400,000 and (2) secured by the Micro Property and certain related assets and rights pursuant to a Mortgage, Assignment of Rents, Security Agreement and Fixture Filing between the Bank and Micro Engineering. The Micro Property is subject to the Mortgage, Assignment of Rents, Security Agreement and Fixture Filing. Furthermore, Micro Engineering guaranteed the Company’s obligations under the Promissory Note pursuant to a Continuing and Unconditional Guaranty.

 

13

 

Pursuant to the loan documentation, the Bank has advanced $1,400,000 to the Company for the purchase of the Micro Property. The Company agreed to pay installments of principal and interest in the amount of $10,444 on the first day of each month, commencing on July 1, 2024, and continuing on the same day of each calendar month thereafter, through May 1, 2034. The Company agreed to pay all remaining outstanding principal, together with all then accrued and unpaid interest, on May 31, 2034. The outstanding principal amount of the loan may be prepaid at any time with accrued interest and the interest payment that would have accrued through the term of the loan with respect to the prepayment amount. The loan is scheduled to mature on May 31, 2034. Interest on the outstanding principal amount of the loan is payable monthly at the annual rate equal to 6.39% per annum.

 

As of November 30, 2024, principal payments on the notes payable are as follows for the fiscal years ended  February 28/29:

 

  

Total

 
  

Principal

 
  

Payments

 

2025

 $38,000 

2026

  152,000 

2027

  159,000 

2028

  167,000 

2029

  174,000 

thereafter

  3,264,000 

Total principal payments

 $3,954,000 

 

 

10.

STOCKHOLDERS EQUITY

 

Repurchase Program

 

On October 14, 2024, the Board of Directors authorized an increase in the Company's stock repurchase program of up to $2,000,000 of its outstanding common stock. Purchases under the program may be made through the open market or privately negotiated transactions as determined by the Company’s management, and in accordance with the requirements of the Securities and Exchange Commission. The timing and actual number of shares repurchased will depend on variety of factors including price, corporate and regulatory requirements and other conditions.

 

The Company did not repurchase any shares under the stock repurchase program during the three or nine months ended November 30, 2024 or November 30, 2023.

 

 

11.

SUBSEQUENT EVENTS

 

 

 

 

 

 

14

 
 

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Solitron Devices, Inc., a Delaware corporation (the “Company” or “Solitron”), designs, develops, manufactures and markets solid-state semiconductor components and related devices primarily for the military and aerospace markets. The Company manufactures a large variety of bipolar and metal oxide semiconductor (“MOS”) power transistors, power and control hybrids, junction and power MOS field effect transistors and other related products. Most of the Company’s products are custom made pursuant to contracts with customers whose end products are sold to the United States government. Other products, such as Joint Army/Navy transistors, diodes and Standard Military Drawings voltage regulators, are sold as standard or catalog items.

 

The following discussion and analysis of factors which have affected the Company's financial position and operating results during the periods included in the accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Audited Consolidated Financial Statements and the related Notes to Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Annual Report on Form 10-K for the year ended February 29, 2024 and the Unaudited Condensed Consolidated Financial Statements and the related Notes to Unaudited Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q.

 

Critical Accounting Estimates:

 

The discussion and analysis of our financial condition and results of operations are based upon the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q which are prepared in accordance with GAAP. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. See Note 2 in the financial statements for the Company’s significant accounting policies. Of the Company’s accounting policies, the following are considered to be critical – Revenue Recognition and Inventories. A discussion of these critical accounting policies are included in Note 2 of the “Notes To Financial Statements” in Item 8 of our Annual Report on Form 10-K for the fiscal year ended February 29, 2024.

 

See Note 2, “Summary of Significant Accounting Policies”, to the accompanying notes to the financial statements included in this Quarterly Report on 10-Q.

 

Results of Operations-Three Months Ended November 30, 2024, Compared to Three Months Ended November 30, 2023:

 

Net Sales. Net sales for the three months ended November 30, 2024, decreased 19% to $3,369,000 as compared to $4,136,000 for the three months ended November 30, 2023. The decrease in net sales was largely due a lower backlog at the beginning of the third quarter, along with a delay of an expected order.

 

Net bookings for the three months ended November 30, 2024, increased 66% to $8,049,000 versus $4,842,000 during the three months ended November 30, 2023 due to the variable timing on the receipt of orders. Backlog as of November 30, 2024, decreased 5% to $12,277,000 as compared to a backlog of $12,986,000 as of November 30, 2023.

 

Cost of Sales. Cost of sales for the three months ended November 30, 2024, decreased to $2,368,000 from $3,059,000 for the three months ended November 30, 2023, in conjunction with the lower net sales during the quarter. Expressed as a percentage of net sales, cost of sales decreased to 70% for the three months ended November 30, 2024, from 74% for the three months ended November 30, 2023.

 

Gross Profit. Gross profit for the three months ended November 30, 2024, decreased slightly to $1,001,000 from $1,077,000 for the three months ended November 30, 2023. However, gross margins expressed as a percentage of net sales increased to 30% for the three months ended November 30, 2024, as compared to 26% for the three months ended November 30, 2023.

 

For the three months ended November 30, 2024, we shipped 13,675 units as compared to 20,733 units shipped during the same period of the prior year. It should be noted that since we manufacture a wide variety of products with an average sales price ranging from a few dollars to several hundred dollars, such periodic variations in our volume of units shipped should not be regarded as a reliable indicator of our performance.

 

Selling, General & Administrative Expenses. Selling, general, and administrative expenses decreased to $675,000 for the three months ended November 30, 2024 from $859,000 for the same period in the prior year. The decrease was primarily due to legal fees incurred in the prior year related to the acquisition of MEI. During the three months ended November 30, 2024, selling, general and administrative expenses as a percentage of net sales was 20% as compared to 21% for the three months ended November 30, 2023.

 

Operating Income. Operating income for the three months ended November 30, 2024, increased to $326,000 as compared to operating income of $218,000 for the three months ended November 30, 2023. This increase is due primarily to the reduction of selling, general and administrative expenses as noted above.

 

Other Income (Loss). Interest income decreased to $0 for the three months ended November 30, 2024, as compared to $12,000 for the three months ended November 30, 2023. Interest expense increased to ($67,000) for the three months ended November 30, 2024, as compared to ($55,000) for the three months ended November 30, 2023. Dividend income increased to $12,000 for the three months ended November 30, 2024, as compared to $0 for the three months ended November 30, 2023. Realized gains on investments for the three months ended November 30, 2024, increased to $13,000 as compared to $0 for the three months ended November 30, 2023. Unrealized gains (losses) on investments for the three months ended November 30, 2024, were $78,000 due to market price changes in the company’s common stock investments as compared to a loss of ($108,000) for the three months ended November 30, 2023.

 

 

Income Taxes. Income taxes for the three months ended November 30, 2024, increased to $96,000 as compared to $0 for the three months ended November 30, 2023.  This increase is due to the company being profitable in the quarter and to no longer maintaining a valuation allowance on its deferred tax assets.

 

Net Income (Loss). Net income (loss) for the three months ended November 30, 2024, increased to $266,000 as compared to net income of $86,000 for the three months ended November 30, 2023. This increase is due primarily to the acquisition of MEI.

 

Results of Operations-Nine Months Ended November 30, 2024, Compared to Nine Months Ended November 30, 2023:

 

Net Sales. Net sales for the nine months ended November 30, 2024, increased 25% to $10,917,000 as compared to $8,753,000 for the nine months ended November 30, 2023. The increase in net sales was largely due to the acquisition of MEI during the third quarter of fiscal year 2024.

 

Net bookings for the nine months ended November 30, 2024, increased 12% to $11,842,000 versus $10,611,000 during the nine months ended November 30, 2023. Backlog as of November 30, 2024, decreased 5% to $12,277,000 as compared to a backlog of $12,986,000 as of November 30, 2023.

 

Cost of Sales. Cost of sales for the nine months ended November 30, 2024, increased to $7,503,000 from $6,172,000 for the nine months ended November 30, 2023. However, expressed as a percentage of net sales, cost of sales decreased to 69% for the nine months ended November 30, 2024, from 71% for the nine months ended November 30, 2023.

 

Gross Profit. Gross profit for the nine months ended November 30, 2024, increased to $3,414,000 from $2,581,000 for the nine months ended November 30, 2023, due primarily to increased sales. Gross margins expressed as a percentage of net sales increased to 31% for the nine months ended November 30, 2024, as compared to 29% for the nine months ended November 30, 2023.

 

For the nine months ended November 30, 2024, we shipped 52,572 units as compared to 55,878 units shipped during the same period of the prior year. It should be noted that since we manufacture a wide variety of products with an average sales price ranging from a few dollars to several hundred dollars, such periodic variations in our volume of units shipped should not be regarded as a reliable indicator of our performance.

 

Selling, General & Administrative Expenses. Selling, general, and administrative expenses increased to $2,246,000 for the nine months ended November 30, 2024, from $2,015,000 for the same period in the prior year. The increase was primarily due to SG&A costs at MEI along with intangible amortization of $157,000 due to the acquisition of MEI. During the nine months ended November 30, 2024, and November 30, 2023, selling, general and administrative expenses as a percentage of net sales was 21% and 23%, respectively.

 

Operating Income. Operating income for the nine months ended November 30, 2024, increased to $1,168,000 as compared to operating income of $566,000 for the nine months ended November 30, 2023. This increase is due primarily to increased sales from the third quarter acquisition of MEI as noted above.

 

Other Income (Loss). Interest income decreased to $6,000 for the nine months ended November 30, 2024, as compared to $32,000 for the nine months ended November 30, 2023. Interest expense increased to ($194,000) for the nine months ended November 30, 2024, as compared to ($108,000) for the nine months ended November 30, 2023. Dividend income increased to $34,000 for the nine months ended November 30, 2024, as compared to $19,000 for the nine months ended November 30, 2023. Realized gains on investments for the nine months ended November 30, 2024 decreased to $46,000 as compared to $332,000 for the nine months ended November 30, 2023. Unrealized gains (loss) on investments for the nine months ended November 30, 2024, were $126,000 as compared to a (loss) of ($745,000) for the nine months ended November 30, 2023.

 

Income Taxes. Income taxes for the nine months ended November 30, 2024, increased to $314,000 as compared to $0 for the nine months ended November 30, 2023. This increase is due to the company being profitable in the nine-month period and to no longer maintaining a valuation allowance on its deferred tax assets.

 

Net Income. Net income for the nine months ended November 30, 2024, increased to $872,000 as compared to net income of $115,000 for the nine months ended November 30, 2023. This increase is due primarily to increased sales as a result of the MEI acquisition during fiscal year 2024.  

 

 

Liquidity and Capital Resources:

 

Operating Activities:

Net cash provided by operating activities was $2,060,000 for the nine months ended November 30, 2024, primarily reflecting net income of $872,000, a decrease in accounts receivable of $1,033,000, depreciation of $420,000, a change in net deferred taxes of $248,000, and amortization of intangibles of $157,000 partially offset by decreased customer deposits of $475,000 and a decrease in accrued expenses of $236,000.

 

Net cash provided by operating activities was $1,360,000 for the nine months ended November 30, 2023, primarily reflecting net income of $115,000, a decrease in inventories of $693,000, an increase in accounts payable of $481,000, net realized and unrealized losses on investments of $413,000, and depreciation and amortization of $393,000, partially offset by an increase in accounts receivable of $1,171,000.

 

Investing Activities:

Net cash used in investing activities was ($1,821,000) for the nine months ended November 30, 2024, principally reflecting $1,788,000 in purchases of property and equipment, $592,000 in purchases of marketable securities, and $88,000 of cash paid for acquisition, contingent consideration, partially offset by proceeds from the sale of marketable securities of $647,000.

 

Net cash used in investing activities was ($815,000) for the nine months ended November 30, 2023, principally reflecting $1,000,000 in maturities of short-term investments and $882,000 in proceeds from the sale of marketable securities offset by $43,000 of purchases of marketable securities and $102,000 in purchases of property and equipment.

 

Financing Activities:

Net cash provided by financing activities was $1,271,000 for the nine months ended November 30, 2024, reflecting $1,400,000 in proceeds from mortgage loan offset by $94,000 in principal payments on the mortgage loan and $35,000 in payments on finance lease liabilities.

 

Net cash used in financing activities was ($83,000) for the nine months ended November 30, 2023, reflecting $80,000 in principal payments on the mortgage loan and $3,000 in payments on finance lease liabilities.

 

We expect our sole sources of liquidity over the next twelve months to be cash from operations and cash and cash equivalents, if necessary. We anticipate that our capital expenditures required to sustain operations will be approximately $250,000 during the next twelve months and that our cash from operations and cash and cash equivalents, if necessary, will be sufficient to fund these needs for the next twelve months. Available cash and cash equivalents as of December 31, 2024 was approximately $3.6 million.

 

At November 30, 2024 and February 29, 2024, we had cash and cash equivalents of approximately $3,727,000 and $2,217,000, respectively. The increase for the nine months ended November 30, 2024, was primarily due to cash from operating activities.

 

At November 30, 2024 and February 29, 2024, we had investments in securities of approximately $1,023,000 and $904,000, respectively.

 

At November 30, 2024 and February 29, 2024, we had working capital of $8,882,000 and $6,227,000, respectively. The increase for the nine months ended November 30, 2024 was due primarily to termination of the finance lease liability due to purchasing the property and cash provided in operating activities.

 

Based on various factors, including the Company’s desire to fully utilize its current net operating loss carryforwards, the Company may seek out acquisitions, additional product lines, and/or invest a portion of its cash into common stocks or higher yielding debt instruments. 

 

The Company will also continue to consider additional share repurchases under the Company's stock repurchase program subject to market conditions, corporate liquidity requirements and priorities and other factors as may be considered in the Company’s sole discretion.

 

Off-Balance Sheet Arrangements:

The Company has not engaged in any off-balance sheet arrangements.

 

 

FORWARD-LOOKING STATEMENTS

Some of the statements in this Quarterly Report on Form 10-Q are “forward-looking statements”. These forward-looking statements include statements regarding our business, financial condition, results of operations, strategies or prospects and potential strategic transactions. You can identify forward-looking statements by the fact that these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These factors include those described under the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended February 29, 2024, including those identified below. We do not undertake any obligation to update forward-looking statements, except as required by law.

 

Some of the factors that may impact our business, financial condition, results of operations, strategies or prospects include:

 

 

Loss of, or reduction of business from, substantial clients could hurt our business by reducing our revenues, profitability and cash flow.

 

Our complex manufacturing processes may lower yields and reduce our revenues.

 

The acquisition of MEI may not yield the results or benefits desired or anticipated.

 

Our business could be materially and adversely affected if we are unable to obtain qualified supplies of raw materials, parts and finished components on a timely basis and at a cost-effective price.

 

We are dependent on government contracts, which are subject to termination, price renegotiations and regulatory compliance, which can increase the cost of doing business and negatively impact our revenues.

 

Changes in government policy or economic conditions or technology or reduction in government spending to which our business relates could negatively impact our results.

 

Our inventories may become obsolete and other assets may be subject to risks.

 

Environmental regulations could require us to incur significant costs.

 

Our business is highly competitive and increased competition could reduce gross profit margins and the value of an investment in our Company.

 

Changes in Defense related programs and priorities could reduce the revenues and profitability of our business.

 

Our operating results may decrease due to the decline of profitability in the semiconductor industry.

 

Uncertainty of current economic conditions, domestically and globally, including the risk of a recession in the U.S. or elsewhere, could adversely affect demand for our products and negatively impact our business.

 

We may not achieve the intended effects of our business strategy, which could adversely impact our business, financial condition and results of operations.

 

Our inability to introduce new products could result in decreased revenues and loss of market share to competitors; new technologies could also reduce the demand for our products.

 

The nature of our products exposes us to potentially significant product liability risk.

 

We depend on the recruitment and retention of qualified personnel and our failure to attract and retain such personnel could seriously harm our business.

 

Provisions in our charter documents could make it more difficult to acquire our Company and may reduce the market price of our stock.

 

Natural disasters, like hurricanes, or occurrences of other natural disasters whether in the United States or internationally may affect the markets in which our common stock trades, the markets in which we operate and our profitability.

 

Failure to protect our proprietary technologies or maintain the right to use certain technologies may negatively affect our ability to compete.

 

We cannot guarantee that we will have sufficient capital resources to make necessary investments in manufacturing technology and equipment.

 

We may make substantial investments in property, plant and equipment that may become impaired.

 

While we attempt to monitor the credit worthiness of our customers, we may be at risk due to the adverse financial condition of one or more customers.

 

Our international operations expose us to material risks, including risks under U.S. export laws.

 

Security breaches and other disruptions could compromise the integrity of our information and expose us to liability, which would cause our business and reputation to suffer.

 

The price of our common stock has fluctuated widely in the past and may fluctuate widely in the future.

 

We cannot guarantee that we will declare future cash dividend payments, nor repurchase any shares of our common stock pursuant to our stock repurchase program.

 

Compliance with regulations regarding the use of "conflict minerals" could limit the supply and increase the cost of certain metals used in manufacturing our products.

 

Our failure to remediate the material weakness in our internal control over financial reporting or our identification of any other material weaknesses in the future may adversely affect the accuracy and timing of our financial reporting.

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

This item is not applicable as we are currently considered a smaller reporting company.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Our Evaluation of Disclosure Controls and Procedures

 

The Company carried out an evaluation, under the supervision and with the participation of its management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e), and 15d-15(e) as of the end of the period covered by this Quarterly Report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of November 30, 2024 due to the material weakness described in the Company’s Annual Report on Form 10-K for the year ended February 29, 2024 under “Management’s Report on Internal Control over Financial Reporting”. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements or fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. However, giving full consideration to the material weakness and the remediation plan, the Company’s management has concluded that the Company’s financial statements included in this Quarterly Report fairly present, in all material respects, the Company’s financial condition and results of operations as of and for the three and nine months ended November 30, 2024.

 

Changes in Internal Control over Financial Reporting.

 

There were no changes in the Company’s internal control over financial reporting during the quarter ended November 30, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

 

PART II OTHER INFORMATION

 

 

ITEM 1. LEGAL PROCEEDINGS

 

We may from time to time become a party to various legal proceedings arising in the ordinary course of business. As of November 30, 2024, we had no known material current, pending, or threatened litigation.

 

ITEM 1A. RISK FACTORS

 

In addition to the information set forth in this Form 10-Q, you should carefully consider the risk factors discussed in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended February 29, 2024, which could materially affect our business, financial condition or future results.

 

ITEM 6. EXHIBITS

 

       

 

 

Filed or

       

Incorporated by

 

Furnished

        Reference  

Herewith

Exhibit #

 

Exhibit Description

 

Form

 

Date

 

Number

   

3.1

 

Certificate of Incorporation

 

10-K

 

2/28/1993

 

-

   

3.2

 

Amended and Restated By-laws of Solitron Devices, Inc.

 

8-K

 

7/27/2016

 

3.1

   

10.1

 

Loan Agreement dated May 21, 2024, between Bank of America, N.A. and Solitron Devices, Inc.

 

8-K

 

5/24/2024

 

10.1

   

10.2

 

Promissory Note dated May 21, 2024, issued by Solitron Devices, Inc. in favor of Bank of America, N.A.

 

8-K

 

5/24/2024

 

10.2

   

10.3

 

Mortgage, Assignment of Rents, Security Agreement and Fixture Filing dated May 21, 2024, by Micro Engineering, Inc.

 

8-K

 

5/24/2024

 

10.3

   

10.4

 

Continuing and Unconditional Guaranty by Micro Engineering, Inc. dated May 21, 2024.

 

8-K

 

5/24/2024

 

10.4

   

31.1

 

Certification of Chief Executive Officer and Chief Financial Officer (302)

             

Filed

32.1

 

Certification of Chief Executive Officer and Chief Financial Officer (906)

             

Furnished

101.INS

 

Inline XBRL Instance Document.

             

Filed

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document.

             

Filed

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

             

Filed

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document.

             

Filed

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document.

             

Filed

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

             

Filed

104

 

Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).

               

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

SOLITRON DEVICES, INC.

 

 

 

 

Date: January 14, 2025    

 

/s/ Tim Eriksen

 

 

Tim Eriksen

 

 

Chief Executive Officer

 

     
     
Date: January 14, 2025    
  /s/ Carolyn Campbell  
  Carolyn Campbell  
  Chief Financial Officer  

 

21

Exhibit 31

CERTIFICATION

 

I, Tim Eriksen, Chief Executive Officer of Solitron Devices, Inc., certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Solitron Devices, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within this entity, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: January 14, 2025

 

 

/s/ Tim Eriksen 

 

 

Tim Eriksen

 

 

Chief Executive Officer

 

 

 

 

Exhibit 31.1

CERTIFICATION

 

I, Carolyn Cambell, Chief Financial Officer of Solitron Devices, Inc., certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Solitron Devices, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within this entity, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: January 14, 2025

 

 

/s/ Carolyn Campbell

 

 

Carolyn Campbell

 

 

Chief Financial Officer

 

 

 

Exhibit 32

 

 

Certification Required by 18 U.S.C. Section 1350

(as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

 

In connection with the Quarterly Report of Solitron Devices, Inc. (the “Company”) on Form 10-Q for the period ended November 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Tim Eriksen, as Chief Executive Officer of Solitron Devices, Inc., certify, pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002), that to my knowledge:

 

1.

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

2.

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

 

Date: January 14, 2025    

 

 

/s/ Tim Eriksen

 

 

Tim Eriksen

 

 

Chief Executive Officer

 

    

 

 

 

 

Exhibit 32.1

 

 

Certification Required by 18 U.S.C. Section 1350

(as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

 

In connection with the Quarterly Report of Solitron Devices, Inc. (the “Company”) on Form 10-Q for the period ended November 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Carolyn Campbell, as Chief Financial Officer of Solitron Devices, Inc., certify, pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002), that to my knowledge:

 

1.

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

2.

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

 

Date: January 14, 2025 

 

 

/s/ Carolyn Campbell

 

 

Carolyn Campbell

 

 

Chief Financial Officer

 

       

 
v3.24.4
Document And Entity Information - shares
9 Months Ended
Nov. 30, 2024
Jan. 01, 2025
Document Information [Line Items]    
Entity Central Index Key 0000091668  
Entity Registrant Name SOLITRON DEVICES INC  
Amendment Flag false  
Current Fiscal Year End Date --02-28  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2025  
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Nov. 30, 2024  
Document Transition Report false  
Entity File Number 001-04978  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 22-1684144  
Entity Address, Address Line One 901 Sansburys Way  
Entity Address, City or Town West Palm Beach  
Entity Address, State or Province FL  
Entity Address, Postal Zip Code 33411  
City Area Code 561  
Local Phone Number 848‑4311  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   2,083,436
v3.24.4
Consolidated Condensed Balance Sheets (Current Period Unaudited) - USD ($)
Nov. 30, 2024
Feb. 29, 2024
Preferred Stock, Par or Stated Value Per Share (in dollars per share) $ 0.01 $ 0.01
CURRENT ASSETS    
Cash and cash equivalents $ 3,727,000 $ 2,217,000
Marketable securities 1,023,000 904,000
Accounts receivable 1,793,000 2,826,000
Inventories, net 3,998,000 4,132,000
Prepaid expenses and other current assets 333,000 532,000
TOTAL CURRENT ASSETS 10,874,000 10,611,000
Property, plant and equipment, net 8,724,000 7,356,000
Finance lease, right of use asset 0 1,715,000
Intangible assets 2,957,000 3,114,000
Deferred tax asset 1,590,000 1,837,000
Other assets 253,000 107,000
TOTAL ASSETS 24,398,000 24,740,000
CURRENT LIABILITIES    
Accounts payable 391,000 439,000
Customer deposits 63,000 539,000
Accrued contingent consideration, current 542,000 465,000
Finance lease liability 0 1,750,000
Mortgage loans, current portion 151,000 111,000
Accrued expenses and other current liabilities 845,000 1,080,000
TOTAL CURRENT LIABILITIES 1,992,000 4,384,000
Accrued contingent consideration, non-current 663,000 751,000
Mortgage loans, net of current portion 3,803,000 2,537,000
TOTAL LIABILITIES 6,458,000 7,672,000
STOCKHOLDERS’ EQUITY    
Preferred stock, $.01 par value, authorized 500,000 shares, none issued 0 0
Common stock, $.01 par value, authorized 10,000,000 shares, 2,083,436 shares outstanding, net of 487,827 treasury shares at November 30, 2024 and 2,083,436 shares outstanding, net of 487,827 treasury shares at February 29, 2024, respectively 21,000 21,000
Additional paid-in capital 1,834,000 1,834,000
Retained Earnings 17,497,000 16,625,000
Less treasury stock (1,412,000) (1,412,000)
TOTAL STOCKHOLDERS’ EQUITY 17,940,000 17,068,000
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 24,398,000 $ 24,740,000
v3.24.4
Consolidated Condensed Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares
Nov. 30, 2024
Feb. 29, 2024
Preferred Stock, Par or Stated Value Per Share (in dollars per share) $ 0.01 $ 0.01
Preferred Stock, Shares Authorized (in shares) 500,000 500,000
Preferred Stock, Shares Issued (in shares) 0 0
Common Stock, Par or Stated Value Per Share (in dollars per share) $ 0.01 $ 0.01
Common Stock, Shares Authorized (in shares) 10,000,000 10,000,000
Common Stock, Shares, Outstanding (in shares) 2,083,436 2,083,436
Treasury Stock, Common, Shares (in shares) 487,827 487,827
v3.24.4
Consolidated Condensed Statements of Operations (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Nov. 30, 2024
Nov. 30, 2023
Nov. 30, 2024
Nov. 30, 2023
Net sales $ 3,369,000 $ 4,136,000 $ 10,917,000 $ 8,753,000
Cost of sales 2,368,000 3,059,000 7,503,000 6,172,000
Gross profit 1,001,000 1,077,000 3,414,000 2,581,000
Selling, general and administrative expenses 675,000 859,000 2,246,000 2,015,000
Operating income 326,000 218,000 1,168,000 566,000
Other income (loss)        
Interest income 0 12,000 6,000 32,000
Interest expense (67,000) (55,000) (194,000) (108,000)
Dividend income 12,000 0 34,000 19,000
Realized gain on investments 13,000 0 46,000 332,000
Unrealized gain (loss) on investments 78,000 (108,000) 126,000 (745,000)
Other income 0 19,000 0 19,000
Total other (loss) 36,000 (132,000) 18,000 (451,000)
Net income (loss) before tax 362,000 86,000 1,186,000 115,000
Income taxes (96,000) 0 (314,000) 0
Net income (loss) $ 266,000 $ 86,000 $ 872,000 $ 115,000
Net income (loss) per common share - basic and diluted (in dollars per share) $ 0.13 $ 0.04 $ 0.42 $ 0.06
Weighted average shares outstanding - basic and diluted (in shares) 2,083,436 2,083,436 2,083,436 2,083,436
v3.24.4
Statements of Changes in Condensed Consolidated Stockholders' Equity (Unaudited) - USD ($)
$ in Thousands
Common Stock [Member]
Treasury Stock, Common [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balance (in shares) 2,571,263 (487,827)      
Balance $ 21 $ (1,412) $ 1,834 $ 10,824 $ 11,267
Balance (in shares) at Feb. 28, 2023 2,571,263 (487,827)      
Balance at Feb. 28, 2023 $ 21 $ (1,412) 1,834 10,824 11,267
Net (loss) $ 0 $ 0 0 (171) (171)
Balance (in shares) at May. 31, 2023 2,571,263 (487,827)      
Balance at May. 31, 2023 $ 21 $ (1,412) 1,834 10,653 11,096
Net Income $ 0 $ 0 0 (171) (171)
Balance (in shares) at Feb. 28, 2023 2,571,263 (487,827)      
Balance at Feb. 28, 2023 $ 21 $ (1,412) 1,834 10,824 11,267
Net (loss)         115
Balance (in shares) at Nov. 30, 2023 2,571,263 (487,827)      
Balance at Nov. 30, 2023 $ 21 $ (1,412) 1,834 10,939 11,382
Net Income         115
Balance (in shares) 2,571,263 (487,827)      
Balance $ 21 $ (1,412) 1,834 10,653 11,096
Balance (in shares) at May. 31, 2023 2,571,263 (487,827)      
Balance at May. 31, 2023 $ 21 $ (1,412) 1,834 10,653 11,096
Net (loss) $ 0 $ 0 0 200 200
Balance (in shares) at Aug. 31, 2023 2,571,263 (487,827)      
Balance at Aug. 31, 2023 $ 21 $ (1,412) 1,834 10,853 11,296
Net Income $ 0 $ 0 0 200 200
Balance (in shares) 2,571,263 (487,827)      
Balance $ 21 $ (1,412) 1,834 10,853 11,296
Net (loss) $ 0 $ 0 0 86 86
Balance (in shares) at Nov. 30, 2023 2,571,263 (487,827)      
Balance at Nov. 30, 2023 $ 21 $ (1,412) 1,834 10,939 11,382
Net Income $ 0 $ 0 0 86 86
Balance (in shares) 2,571,263 (487,827)      
Balance $ 21 $ (1,412) 1,834 10,939 11,382
Balance (in shares) 2,571,263 (487,827)      
Balance $ 21 $ (1,412) 1,834 16,625 17,068
Balance (in shares) at Feb. 29, 2024 2,571,263 (487,827)      
Balance at Feb. 29, 2024 $ 21 $ (1,412) 1,834 16,625 17,068
Net (loss) $ 0 $ 0 0 589 589
Balance (in shares) at May. 31, 2024 2,571,263 (487,827)      
Balance at May. 31, 2024 $ 21 $ (1,412) 1,834 17,214 17,657
Net Income $ 0 $ 0 0 589 589
Balance (in shares) at Feb. 29, 2024 2,571,263 (487,827)      
Balance at Feb. 29, 2024 $ 21 $ (1,412) 1,834 16,625 17,068
Net (loss)         872
Balance (in shares) at Nov. 30, 2024 2,571,263 (487,827)      
Balance at Nov. 30, 2024 $ 21 $ (1,412) 1,834 17,497 17,940
Net Income         872
Balance (in shares) 2,571,263 (487,827)      
Balance $ 21 $ (1,412) 1,834 17,214 17,657
Balance (in shares) at May. 31, 2024 2,571,263 (487,827)      
Balance at May. 31, 2024 $ 21 $ (1,412) 1,834 17,214 17,657
Net (loss) $ 0 $ 0 0 17 17
Balance (in shares) at Aug. 31, 2024 2,571,263 (487,827)      
Balance at Aug. 31, 2024 $ 21 $ (1,412) 1,834 17,231 17,674
Net Income $ 0 $ 0 0 17 17
Balance (in shares) 2,571,263 (487,827)      
Balance $ 21 $ (1,412) 1,834 17,231 17,674
Net (loss) $ 0 $ 0 0 266 266
Balance (in shares) at Nov. 30, 2024 2,571,263 (487,827)      
Balance at Nov. 30, 2024 $ 21 $ (1,412) 1,834 17,497 17,940
Net Income $ 0 $ 0 0 266 266
Balance (in shares) 2,571,263 (487,827)      
Balance $ 21 $ (1,412) $ 1,834 $ 17,497 $ 17,940
v3.24.4
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
9 Months Ended
Nov. 30, 2024
Nov. 30, 2023
Net income $ 872 $ 115
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation 420 393
Amortization of intangibles 157 14
Net realized and unrealized (losses) on investments (174) 413
Accrued interest income on short-term investments 0 (16)
Accrued interest expense on contingent consideration 77 26
Change in net deferred taxes 248 0
Changes in Operating Assets and Liabilities:    
Accounts receivable 1,033 (1,171)
Inventories 134 693
Prepaid expenses and other current assets 199 (5)
Other assets, non-current (147) 42
Accounts payable (48) 481
Customer deposits (475) 260
Accrued expenses, other current and non-current liabilities (236) 115
Net cash provided by operating activities 2,060 1,360
Investing activities    
Proceeds from sale of marketable securities 647 882
Purchases of marketable securities (592) (70)
Maturities of short-term investments 0 1,000
Cash paid for acquisition, contingent consideration (88) (2,465)
Purchases of property and equipment (1,788) (162)
Net cash provided by (used in) investing activities (1,821) (815)
Financing activities    
Payments on finance lease liabilities (35) (3)
Proceeds from mortgage loan 1,400 0
Principal payments on mortgage loan (94) (80)
Net cash provided by (used in) financing activities 1,271 (83)
Net increase in cash and cash equivalents 1,510 462
Cash and cash equivalents - beginning of the year 2,217 1,447
Cash and cash equivalents - end of period 3,727 1,909
Non-cash transactions    
Financing right of use asset and liability extinguished 1,744 1,744
Supplemental disclosures of cash flow data    
Income taxes paid 0 0
Interest expense paid $ 94 $ 53
v3.24.4
Note 1 - The Company and Operations
9 Months Ended
Nov. 30, 2024
Notes to Financial Statements  
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

1.

THE COMPANY AND OPERATIONS

 

Solitron Devices, Inc., a Delaware corporation (the “Company” or “Solitron”), designs, develops, manufactures, and markets solid-state semiconductor components and related devices primarily for the military and aerospace markets. The Company was incorporated under the laws of the State of New York in 1959 and reincorporated under the laws of the State of Delaware in August 1987. In September 2023, Solitron acquired Micro Engineering Inc. (“MEI”). Since 1980, MEI has specialized in solving design layout and manufacturing challenges for electronic components. MEI specializes in low to mid volume projects that require engineering, quality systems and efficient manufacturing.

 

v3.24.4
Note 2 - Summary of Significant Accounting Policies
9 Months Ended
Nov. 30, 2024
Notes to Financial Statements  
Significant Accounting Policies [Text Block]

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

The unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.

 

The unaudited financial information furnished herein reflects all adjustments, consisting of normal recurring items that, in the opinion of management, are necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods. The results of operations for the three and nine months ended November 30, 2024 are not necessarily indicative of the results to be expected for the year ending February 28, 2025.

 

The information included in this Form 10-Q should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended February 29, 2024.

 

Use of Estimates

The consolidated condensed financial statements are prepared in accordance with U.S. GAAP. Preparation of these consolidated condensed financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable. The Company could have reasonably used different accounting estimates. This applies in particular to inventory and valuation allowance for deferred tax assets. Actual results could differ significantly from our estimates. To the extent that there are material differences between these estimates and actual results, the Company’s future financial statement presentation, financial condition, results of operations and cash flows will be affected.

 

Cash and Cash Equivalents

Cash and cash equivalents include demand deposits and money market accounts. The Company considers any short-term, highly liquid investments with maturities of three months or less as cash and cash equivalents.

 

Investment in Marketable Securities

Investment in Securities includes investments in equity securities. Investments in securities are reported at fair value with changes in unrecognized gains or losses included in other income on the condensed consolidated statements of operations.

 

The following table summarizes the Company’s marketable securities:

 

November 30, 2024

     

Gross

  

Gross

     
      

Unrealized

  

Unrealized

     

Marketable Securities:

 

Cost

  

Gains

  

Losses

  

Fair Value

 

Common Stocks

 $574,000  $454,000  $(5,000) $1,023,000 

 

February 29, 2024

     

Gross

  

Gross

     
      

Unrealized

  

Unrealized

     

Marketable Securities:

 

Cost

  

Gains

  

Losses

  

Fair Value

 

Common Stocks

 $581,000  $375,000  $(52,000) $904,000 

 

At November 30, 2024 and February 29, 2024, the deferred tax liability related to unrecognized gains and losses on short-term investments was approximately $119,000 and $86,000, respectively.

 

Fair Value of Financial Instruments

Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures”, defines “fair value” as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  ASC 820 also sets forth a valuation hierarchy of the inputs (assumptions that market participants would use in pricing an asset or liability) used to measure fair value.  This hierarchy prioritizes the inputs into the following three levels:

 

Level 1:

Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets.

Level 2:

Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3:

Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

 

The table below shows the Company’s marketable securities as of November 30, 2024 and February 29, 2024:

 

November 30, 2024

 

Level 1

  

Level 2

  

Level 3

  

Total

 

Common Stocks

 $1,023,000  $-  $-  $1,023,000 

 

February 29, 2024

 

Level 1

  

Level 2

  

Level 3

  

Total

 

Common Stocks

 $904,000  $-  $-  $904,000 

 

The carrying amounts of the Company’s short-term financial instruments, including accounts receivable, accounts payable, accrued expenses and other liabilities approximate their fair value due to the relatively short period to maturity for these instruments. The carrying value of long-term debt approximates fair value since the related rates of interest approximate current market rates.

 

Accounts Receivable

Accounts receivable are stated at amounts management expects to collect from outstanding balances and do not bear interest. The Company regularly monitors and assesses its risk of not collecting amounts owed by customers. At each balance sheet date, the Company recognizes an expected allowance for credit losses. In addition, at each reporting date, this estimate is updated to reflect any changes in credit risk since the receivable was initially recorded. This estimate is calculated on a pooled basis where similar risk characteristics exist. If applicable, accounts receivable are evaluated individually when they do not share similar risk characteristics which could exist in circumstances where amounts are considered at risk or uncollectible. The accounts receivable balance as of November 30, 2024, and February 29, 2024, was $1,793,000 and $2,826,000, respectively.

 

The allowance estimate is derived from a review of the Company’s historical losses based on the aging of receivables. This estimate is adjusted for management’s assessment of current conditions, reasonable and supportable forecasts regarding future events, and any other factors deemed relevant by the Company. The Company believes historical loss information is a reasonable starting point in which to calculate the expected allowance for credit losses as the Company’s portfolio segment has remained consistent since the Company’s inception. The allowance for credit losses was $0 as of November 30, 2024, and February 29, 2024.

 

The Company writes off receivables when there is information that indicates the debtor is facing significant financial difficulty and there is no possibility of recovery. If any recoveries are made from any accounts previously written off, they will be recognized in income (or an offset to credit loss expense) in the year of recovery, in accordance with the Company’s accounting policy election. The total amount of write-offs for the nine months ended November 30, 2024, and  November 30, 2023 was $0.

 

Shipping and Handling

Shipping and handling costs billed to customers are recorded in net sales. Shipping costs incurred by the Company are recorded in cost of sales.

 

Inventories

Inventories are stated at the lower of cost and net realizable value. Cost is determined using the “first-in, first-out” (FIFO) method. The Company buys raw material only to fill customer orders. Excess raw material is created only when a vendor imposes a minimum quantity buy in excess of actual requirements. Such excess material will usually be utilized to meet the requirements of the customer’s subsequent orders. If excess material is not utilized after two fiscal years it is fully reserved. Any inventory item once designated as reserved is carried at zero value in all subsequent valuation activities.

 

The Company does not classify a portion of inventories as non-current since we cannot reasonably estimate based on the length of our operating cycle which items will or will not be used within twelve months.

 

The Company’s inventory valuation policy is as follows:

 

Raw material /Work in process:All material acquired or processed in the last two fiscal years is valued at the lower of its acquisition cost or net realizable value, except for wafers which function under a three- year policy. All material not used after two fiscal years is fully reserved for except wafers which were reserved for after three years. All raw wafers were fully reserved for when the wafer fab was decommissioned. Finished wafers produced in our former wafer fab are stored in the wafer bank and are considered work-in-process. Raw material in excess of five years’ usage that cannot be restocked, and slow-moving work in process are reserved for.
  
Finished goods:All finished goods with firm orders for later delivery are valued at the lower of cost or net realizable value. All finished goods with no orders are fully reserved.
  
Direct labor costs:Direct labor costs are allocated to finished goods and work in process inventory based on engineering estimates of the number of man-hours required from the different direct labor departments to bring each device to its particular level of completion.

 

Property, Plant, Equipment, and Leasehold Improvements

Property, plant, and equipment is recorded at cost. Major renewals and improvements are capitalized, while maintenance and repairs that do not extend their expected life are expensed as incurred. Depreciation is provided on a straight-line basis over the estimated useful lives of the related assets. Leasehold improvements are amortized over the shorter of the lease term or the lives of the related assets:

 

Building (years)

  39 

Building Improvements (years)

  15 

Leasehold Improvements

 

Shorter of 10 years or life of lease

 

Machinery and Equipment (years)

  5 

 

Concentrations of Credit Risk

Financial instruments, which potentially subject the Company to concentration of credit risk, consist principally of cash and account receivables. The Company places its cash with high credit quality institutions. At times, such amounts may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced any losses in such accounts and believes that it is not exposed to any significant credit risk on the accounts. As of November 30, 2024, all non-interest bearing checking accounts were FDIC insured to a limit of $250,000. Deposits in excess of FDIC insured limits were approximately $677,000 at November 30, 2024, as compared to $1,007,000 at February 29, 2024. With respect to the account receivables, most of the Company’s products are custom made pursuant to contracts with customers whose end-products are sold to the United States Government. The Company performs ongoing credit evaluations of its customers’ financial condition and maintains allowances for potential credit losses. Actual losses and allowances have historically been within management’s expectations.

 

Net Income (Loss) Per Common Share

Net income (loss) per common share is presented in accordance with ASC 260-10 “Earnings per Share.” Basic earnings per common share are computed using the weighted average number of common shares outstanding during the period. Diluted earnings per common share incorporate the incremental shares issuable upon the assumed exercise of stock options to the extent they are not anti-dilutive using the treasury stock method. The Company had no common stock equivalents outstanding during the three and nine months ended November 30, 2024 and November 30, 2023; therefore, there is no effect from dilution on earnings per share.

 

Revenue Recognition

The Company records revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers,” which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods and services to customers. Revenue is recognized at a point in time, generally upon shipment of products to customers.

 

The core principle of the guidance in Topic 606 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 in exchange for those goods or services.

 

To achieve that core principle, the Company applied the following steps:

 

1. Identify the contract(s) with a customer.

 

The Company designs, develops, manufactures and markets solid-state semiconductor components and related devices. The Company’s products are used as components primarily in the military and aerospace markets.

 

The Company’s revenues are from purchase orders and/or contracts with customers associated with manufacture of products. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.

 

2. Identify the performance obligations in the contract.

 

The majority of the Company’s purchase orders or contracts with customers contain a single performance obligation, the shipment of products.

 

3. Determine the transaction price.

 

The transaction price reflects the Company’s expectations about the consideration it will be entitled to receive from the customer at a fixed price per unit shipped based on the terms of the contract or purchase order with the customer. To the extent our actual costs vary from the fixed price that was negotiated, we will generate more or less profit or could incur a loss.

 

4. Allocate the transaction price to the performance obligations in the contract.

 

5. Recognize revenue when (or as) the Company satisfies a performance obligation.

 

This performance obligation is satisfied when control of the product is transferred to the customer, which generally occurs upon shipment. The Company receives purchase orders for products to be delivered over multiple dates that may extend across reporting periods. The Company’s accounting policy treats shipping and handling activities as a fulfillment cost. The Company invoices for each delivery upon shipment and recognizes revenues at the fixed price for each distinct product delivered when transfer of control has occurred, which is generally upon shipment.

 

In addition, the Company may have a contract or purchase order to provide a non-recurring engineering service to a customer. These contracts are reviewed, performance obligations are determined, and we recognize revenue at the point in time in which each performance obligation is fully satisfied.

 

We recognize revenue on sales to distributors when the distributor takes control of the products ("sold-to" model).  We have agreements with distributors that allow distributors a limited credit for unsaleable products, which we refer to as a "scrap allowance." Consistent with industry practice, we also have a "stock, ship and debit" program whereby we consider requests by distributors for credits on previously purchased products that remain in distributors' inventory, to enable the distributors to offer more competitive pricing.  We have contractual arrangements whereby we provide distributors with protection against price reductions initiated by us after product is sold by us to the distributor and prior to resale by the distributor. In addition, we have a termination clause in one of our distributor agreements that would allow for a full credit for all inventory upon 60 days’ notice of terminating the agreement.

 

We recognize the estimated variable consideration to be received as revenue and record a related accrued expense for the consideration not expected to be received, based upon an estimate of product returns, scrap allowances, "stock, ship and debit" credits, and price protection credits that will be attributable to sales recorded through the end of the period.  We make these estimates based upon sales levels to our customers during the period, inventory levels at the distributors, current and projected market conditions, and historical experience under the programs. Our estimates require the exercise of significant judgments.  We believe that we have a reasonable basis to estimate future credits under the programs.

 

Related Party Transactions

The Company currently purchases and has purchased in the past die and wafers, as specified by the Company's customers, from ES Components. Mr. Aubrey, a director of the Company is a minority owner, and an immediate family member of the majority owner of ES Components. For the three and nine months ended November 30, 2024, the Company purchased $0 and $90,000 of die, respectively and $0 of used equipment from ES Components. For the three and nine months ended November 30, 2023, the Company purchased $24,000 and $57,000 of die, respectively and $0 of used equipment from ES Components. The Company has included the expenses related to die in cost of goods sold in the accompanying condensed consolidated statements of operations. The Company occasionally makes sales to ES Components. For the three and nine months ended November 30, 2024 and November 30, 2023, sales were $0.

 

Stock based Compensation

The Company records stock-based compensation in accordance with the provisions of ASC Topic 718, "Compensation-Stock Compensation," which establishes accounting standards for transactions in which an entity exchanges its equity instruments for goods or services. Under ASC Topic 718, the Company recognizes an expense for the fair value of outstanding stock options and grants as they vest, whether held by employees or others. No vesting of stock options or grants occurred during the three and nine months ended November 30, 2024 or November 30, 2023.

 

v3.24.4
Note 3 - Revenue Recognition
9 Months Ended
Nov. 30, 2024
Notes to Financial Statements  
Revenue from Contract with Customer [Text Block]

3.

REVENUE RECOGNITION

 

Sales returns and allowances accrual activity is shown below for the three and nine months ended November 30, 2024, and November 30, 2023, respectively:

 

  

Fiscal quarters ended

  

Nine fiscal months ended

 
  

November 30, 2024

  

November 30, 2023

  

November 30, 2024

  

November 30, 2023

 

Beginning Balance

 $363,000  $471,000  $471,000  $471,000 

Accrued Allowances

  (33,000)  -   (141,000)  - 

Credits Issued

  -   -   -   - 

Ending Balance

 $330,000  $471,000  $330,000  $471,000 

 

As mentioned in Note 2 above, one of our distributor agreements has a termination clause that would allow for a full credit for all inventory upon 60 days’ notice of terminating the agreement. As of November 30, 2024, and February 29, 2024, the inventory balance at that distributor was believed to be $1,281,000 and $1,454,000, respectively. Based upon sales levels to and by the distributor during the period, inventory levels at the distributors, current and projected market conditions, and historical experience under the programs, we believe it is highly unlikely that the distributor would exercise termination. Should termination occur, we believe the products could be sold to other distributors or held in inventory for future sale.

 

The Company warrants that its products, when delivered, will be free from defects in material workmanship under normal use and service. The obligations are limited to replacing, repairing, or reimbursing for, at the option of the Company, any products that are returned within one year after the date of shipment. The Company does not reserve for potential warranty costs based on historical experience and the nature of its cost tracking system.

 

v3.24.4
Note 4 - Inventories
9 Months Ended
Nov. 30, 2024
Notes to Financial Statements  
Inventory Disclosure [Text Block]

4.

INVENTORIES

 

As of November 30, 2024, inventories consist of the following:

 

  

Gross

  

Reserve

  

Net

 

Raw Materials

 $2,589,000  $(482,000) $2,107,000 

Work-In-Process

  5,160,000   (3,883,000)  1,277,000 

Finished Goods

  1,098,000   (484,000)  614,000 

Totals

 $8,847,000  $(4,849,000) $3,998,000 

 

As of February 29, 2024, inventories consist of the following:

 

  

Gross

  

Reserve

  

Net

 

Raw Materials

 $2,492,000  $(441,000) $2,051,000 

Work-In-Process

  5,274,000   (3,894,000)  1,380,000 

Finished Goods

  1,150,000   (449,000)  701,000 

Totals

 $8,916,000  $(4,784,000) $4,132,000 

 

Wafer bank inventory (completed wafers that are available to be consumed in the Company’s products), net of reserves, totaled $246,000 as of November 30, 2024 and $332,000 as of February 29, 2024. As of November 30, 2024, 100% of the wafer bank inventory consisted of wafers manufactured between calendar year 2018 and 2022. We do not expect all of our wafer inventory to be consumed within twelve months; however, since it is not possible to know which wafers will or will not be used, we classify all our inventory as current.

 

v3.24.4
Note 5 - Accrued Expenses and Other Current Liabilities
9 Months Ended
Nov. 30, 2024
Notes to Financial Statements  
Accounts Payable and Accrued Liabilities Disclosure [Text Block]

5.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

 

As of November 30, 2024, and February 29, 2024, accrued expenses and other current liabilities consist of the following:

 

  

November 30, 2024

  

February 29, 2024

 

Payroll and related employee benefits

 $415,000  $449,000 

Legal fees

  27,000   21,000 

Property, sales, and franchise taxes

  73,000   25,000 

Return allowance

  330,000   471,000 

Other liabilities

  -   114,000 

Totals

 $845,000  $1,080,000 

 

v3.24.4
Note 6 - Disaggregation of Revenue and Major Customers
9 Months Ended
Nov. 30, 2024
Notes to Financial Statements  
Disaggregation of Revenue and Major Customers [Text Block]

6.

DISAGGREGATION OF REVENUE AND MAJOR CUSTOMERS

 

Revenues from domestic and export sales are attributed to a global geographic region according to the location of the customer’s primary manufacturing or operating facilities. Revenues from domestic and export sales to unaffiliated customers for the three months ended November 30, 2024, and November 30, 2023, respectively are as follows:

 

Geographic Region

 

November 30, 2024

  

November 30, 2023

 

Europe and Australia

 $13,000  $1,000 

Canada and Latin America

  -   1,000 

Far East and Middle East

  -   - 

United States

  3,356,000   4,134,000 

Totals

 $3,369,000  $4,136,000 

 

For the three months ended November 30, 2024 and November 30, 2023, approximately 55% and 64%, respectively, of the Company’s sales have been attributable to contracts with customers whose products are sold to the United States government. The remaining 45% and 36%, respectively of sales are for non-military, scientific and industrial applications, or to distributors where we do not have end user information.

 

Revenues from domestic and export sales to unaffiliated customers for the nine months ended November 30, 2024, and November 30, 2023, respectively are as follows:

 

Geographic Region

 

November 30, 2024

  

November 30, 2023

 

Europe and Australia

 $46,000  $4,000 

Canada and Latin America

  -   2,000 

Far East and Middle East

  -   - 

United States

  10,871,000   8,747,000 

Totals

 $10,917,000  $8,753,000 

 

For the nine months ended November 30, 2024 and November 30, 2023, approximately 55% and 78%, respectively, of the Company’s sales have been attributable to contracts with customers whose products are sold to the United States government. The remaining 45% and 22%, respectively of sales are for non-military, scientific and industrial applications, or to distributors where we do not have end user information.

 

Customers who contributed ten percent or more of revenues for the three months ended November 30, 2024, and November 30, 2023, respectively are as follows:

 

Customer

 

November 30, 2024

   

Customer

 

November 30, 2023

 

1. RTX (Raytheon)

  41%  

1. ConMed Linvatec

  29%

2. ConMed Linvatec

  31%  

2. RTX (Raytheon)

  28%
       

3. L3Harris

  19%

Totals

  72%  

Totals

  76%

 

Customers who contributed ten percent or more of revenues for the nine months ended November 30, 2024 and November 30, 2023, respectively are as follows:

 

Customer

 

November 30, 2024

   

Customer

 

November 30, 2023

 

1. ConMed Linvatec

  35%  

1. RTX (Raytheon)

  39%

2. RTX (Raytheon)

  31%  

2. L3Harris

  17%
       

3. ConMed Linvatec

  14%

Totals

  66%  

Totals

  70%

 

v3.24.4
Note 7 - Major Suppliers
9 Months Ended
Nov. 30, 2024
Notes to Financial Statements  
Concentration Risk Disclosure [Text Block]

7.

MAJOR SUPPLIERS

 

For the three months ended November 30, 2024, the Company utilized three suppliers who in total provided 46% of the production materials. Individually, these suppliers accounted for 22%, 13% and 11% of the Company's production materials.  No other supplier accounted for 10% or more of purchases of production materials.

 

For the nine months ended November 30, 2024, the Company utilized two suppliers who in total provided 56% of the production materials. Individually, these suppliers accounted for 42% and 14% of the Company's production materials.  No other supplier accounted for 10% or more of purchases of production materials.

 

For the three months ended November 30, 2023, the Company utilized two suppliers who in total provided 43% of the production materials. Individually, these suppliers accounted for 23% and 22% of the Company's production materials.  No other supplier accounted for 10% or more of purchases of production materials.

 

For the nine months ended November 30, 2023, the Company utilized four suppliers who in total provided 60% of the production materials. Individually, these suppliers accounted for 20%, 17%, 13% and 10% of the Company's production materials.  No other supplier accounted for 10% or more of purchases of production materials.

 

v3.24.4
Note 8 - Commitments and Contingencies
9 Months Ended
Nov. 30, 2024
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]

8.

COMMITMENTS AND CONTINGENCIES

 

Finance lease:

 

In connection with the Acquisition of MEI, the Company also entered into a Lease Agreement pursuant to which it agreed to lease the facility occupied by MEI, consisting of approximately 10,926 square feet of useable office and production space in Orange County, Florida for $10,650 per month. The Lease Agreement had an initial term of three years, with two five-year renewal options. The Lease Agreement also provided the Company with an option to purchase the leased property for $1,750,000 at any time before the six-month anniversary of the Lease Agreement. The Company exercised its option and completed the purchase on May 21, 2024. Accordingly, the right of use asset and lease liability were removed and the Company recorded the previously leased facility as property, plant, and equipment. See note 9 for the mortgage terms related to this purchase.

 

Under ASC 842-10-25-2 there are five criteria to determine if a lease is a finance lease, one of those criteria is if a purchase option is reasonably certain to be exercised. Since the purchase option was likely to be exercised, we treated the lease as a finance lease and included the purchase price of $1,750,000 as a current liability. The Company used an imputed interest rate of 8%.

 

  

February 29, 2024

 

Fiscal Year Ending February 29

 

Amount

 

2024

  1,750,000 

Total Future Undiscounted Cash Flows

 $1,750,000 

Less Imputed Interest to be recognized in lease expense

  - 

Finance Lease Liabilities, as reported

 $1,750,000 

 

Balance Sheet Classification

 

February 29, 2024

 

Assets

    

Finance lease right-of-use assets, September 1, 2023

 $1,744,000 

Amortization for the six months ended February 29, 2024

  (29,000)

Total finance lease right-of-use asset, February 29, 2024

 $1,715,000 

Liabilities

    

Current

    

Finance lease liability, short-term

 $1,750,000 

Non-current

    

Finance lease liability, long-term

  - 

Total lease liabilities

 $1,750,000 

 

Contingencies:

We may from time to time become a party to various legal proceedings arising in the ordinary course of business. As of November 30, 2024, we had no known material current, pending, or threatened litigation.

 

v3.24.4
Note 9 - Notes Payable
9 Months Ended
Nov. 30, 2024
Notes to Financial Statements  
Debt Disclosure [Text Block]

9.

NOTES PAYABLE

 

On April 16, 2021, the Company closed on the acquisition of a facility and real estate located in West Palm Beach, Florida for a purchase price of $4,200,000 pursuant to the Commercial Contract entered into on March 1, 2021. In connection with the acquisition, the Company obtained mortgage financing from Bank of America, N.A. (the “Bank”) in the amount of $2,940,000 to fund that portion of the total purchase price, and entered into the Master Credit Agreement, a Note, a Mortgage, Assignment of Rents, Security Agreement and Fixture Filing and Financial Covenant Agreement (the “FCA”). The loan accrues interest at a fixed rate of 3.8% per year and matures on April 15, 2031. Beginning on May 15, 2021, the Company began making monthly installments of $17,593 consisting of principal and interest. The payment and performance of the loan is secured by a security interest in the property acquired. The Master Credit Agreement contains certain representations and warranties, undertakings and events of default customary for these types of agreements. Additionally, under the terms of the FCA, the Company has agreed to maintain a fixed charge coverage ratio of at least 1.15:1.0, calculated at the end of each fiscal year, using the results of the twelve-month period ending with that reporting period, and has agreed to maintain on a consolidated basis a minimum of no less than $1,000,000 of unrestricted, unencumbered liquid assets.

 

On June 29, 2022, the Company received notification from the Bank that it had elected to suspend certain financial and reporting requirements set forth in the FCA. Specifically, the Bank elected on a going forward basis to suspend measurement of any of the following financial covenants to the extent they are included in Section 2.1, ‘Financial Covenants’ of the FCA: Tangible Net Worth; Debt Service Coverage Ratio; Fixed Charge Coverage Ratio; Asset Coverage Ratio; Funded Debt to EBITDA; and/or Liquidity. In addition, the Bank elected to suspend the requirements in the FCA, if any, for the submission of financial statements and information by the Borrower on a periodic basis as specified in Section 2.4, ‘Financial Information’ of the FCA. The Bank reserves the right in its sole discretion to require the Company to resume delivery of financial statements and other information and to evidence compliance with the financial covenant requirements as currently provided in the FCA.

 

On May 21, 2024, Micro Engineering, Inc., a wholly owned subsidiary of Solitron purchased the property and facilities occupied by the Company, located at 401 Roger Williams Road, Apopka, Florida (the “Micro Property”), for a purchase price of $1,750,000. Micro Engineering, Inc. previously occupied the Micro Property under a commercial lease agreement dated September 1, 2023, which provided the Company with an option to purchase the Micro Property for $1,750,000 at any time before the six-month anniversary of the lease agreement. In addition, on May 21, 2024, the Company entered into a Loan Agreement with Bank of America, N.A. (“the Bank”) with respect to the Company’s acquisition of the Micro Property. The Loan Agreement is (1) evidenced by a Promissory Note issued by the Company in favor of the Bank in the principal amount of $1,400,000 and (2) secured by the Micro Property and certain related assets and rights pursuant to a Mortgage, Assignment of Rents, Security Agreement and Fixture Filing between the Bank and Micro Engineering. The Micro Property is subject to the Mortgage, Assignment of Rents, Security Agreement and Fixture Filing. Furthermore, Micro Engineering guaranteed the Company’s obligations under the Promissory Note pursuant to a Continuing and Unconditional Guaranty.

 

Pursuant to the loan documentation, the Bank has advanced $1,400,000 to the Company for the purchase of the Micro Property. The Company agreed to pay installments of principal and interest in the amount of $10,444 on the first day of each month, commencing on July 1, 2024, and continuing on the same day of each calendar month thereafter, through May 1, 2034. The Company agreed to pay all remaining outstanding principal, together with all then accrued and unpaid interest, on May 31, 2034. The outstanding principal amount of the loan may be prepaid at any time with accrued interest and the interest payment that would have accrued through the term of the loan with respect to the prepayment amount. The loan is scheduled to mature on May 31, 2034. Interest on the outstanding principal amount of the loan is payable monthly at the annual rate equal to 6.39% per annum.

 

As of November 30, 2024, principal payments on the notes payable are as follows for the fiscal years ended  February 28/29:

 

  

Total

 
  

Principal

 
  

Payments

 

2025

 $38,000 

2026

  152,000 

2027

  159,000 

2028

  167,000 

2029

  174,000 

thereafter

  3,264,000 

Total principal payments

 $3,954,000 

 

v3.24.4
Note 10 - Stockholders' Equity
9 Months Ended
Nov. 30, 2024
Notes to Financial Statements  
Equity [Text Block]

10.

STOCKHOLDERS EQUITY

 

Repurchase Program

 

On October 14, 2024, the Board of Directors authorized an increase in the Company's stock repurchase program of up to $2,000,000 of its outstanding common stock. Purchases under the program may be made through the open market or privately negotiated transactions as determined by the Company’s management, and in accordance with the requirements of the Securities and Exchange Commission. The timing and actual number of shares repurchased will depend on variety of factors including price, corporate and regulatory requirements and other conditions.

 

The Company did not repurchase any shares under the stock repurchase program during the three or nine months ended November 30, 2024 or November 30, 2023.

 

v3.24.4
Note 11 - Subsequent Events
9 Months Ended
Nov. 30, 2024
Notes to Financial Statements  
Subsequent Events [Text Block]

11.

SUBSEQUENT EVENTS

 

 

 

 

 

 

v3.24.4
Insider Trading Arrangements
9 Months Ended
Nov. 30, 2024
Insider Trading Arr Line Items  
Material Terms of Trading Arrangement [Text Block]

PART II OTHER INFORMATION

Non-Rule 10b5-1 Arrangement Adopted [Flag] false
Rule 10b5-1 Arrangement Adopted [Flag] false
Non-Rule 10b5-1 Arrangement Terminated [Flag] false
Rule 10b5-1 Arrangement Terminated [Flag] false
v3.24.4
Significant Accounting Policies (Policies)
9 Months Ended
Nov. 30, 2024
Accounting Policies [Abstract]  
Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

The unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.

 

The unaudited financial information furnished herein reflects all adjustments, consisting of normal recurring items that, in the opinion of management, are necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods. The results of operations for the three and nine months ended November 30, 2024 are not necessarily indicative of the results to be expected for the year ending February 28, 2025.

 

The information included in this Form 10-Q should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended February 29, 2024.

 

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

The consolidated condensed financial statements are prepared in accordance with U.S. GAAP. Preparation of these consolidated condensed financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable. The Company could have reasonably used different accounting estimates. This applies in particular to inventory and valuation allowance for deferred tax assets. Actual results could differ significantly from our estimates. To the extent that there are material differences between these estimates and actual results, the Company’s future financial statement presentation, financial condition, results of operations and cash flows will be affected.

 

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents

Cash and cash equivalents include demand deposits and money market accounts. The Company considers any short-term, highly liquid investments with maturities of three months or less as cash and cash equivalents.

 

Investment, Policy [Policy Text Block]

Investment in Marketable Securities

Investment in Securities includes investments in equity securities. Investments in securities are reported at fair value with changes in unrecognized gains or losses included in other income on the condensed consolidated statements of operations.

 

The following table summarizes the Company’s marketable securities:

 

November 30, 2024

     

Gross

  

Gross

     
      

Unrealized

  

Unrealized

     

Marketable Securities:

 

Cost

  

Gains

  

Losses

  

Fair Value

 

Common Stocks

 $574,000  $454,000  $(5,000) $1,023,000 

 

February 29, 2024

     

Gross

  

Gross

     
      

Unrealized

  

Unrealized

     

Marketable Securities:

 

Cost

  

Gains

  

Losses

  

Fair Value

 

Common Stocks

 $581,000  $375,000  $(52,000) $904,000 

 

At November 30, 2024 and February 29, 2024, the deferred tax liability related to unrecognized gains and losses on short-term investments was approximately $119,000 and $86,000, respectively.

 

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair Value of Financial Instruments

Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures”, defines “fair value” as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  ASC 820 also sets forth a valuation hierarchy of the inputs (assumptions that market participants would use in pricing an asset or liability) used to measure fair value.  This hierarchy prioritizes the inputs into the following three levels:

 

Level 1:

Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets.

Level 2:

Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3:

Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

 

The table below shows the Company’s marketable securities as of November 30, 2024 and February 29, 2024:

 

November 30, 2024

 

Level 1

  

Level 2

  

Level 3

  

Total

 

Common Stocks

 $1,023,000  $-  $-  $1,023,000 

 

February 29, 2024

 

Level 1

  

Level 2

  

Level 3

  

Total

 

Common Stocks

 $904,000  $-  $-  $904,000 

 

The carrying amounts of the Company’s short-term financial instruments, including accounts receivable, accounts payable, accrued expenses and other liabilities approximate their fair value due to the relatively short period to maturity for these instruments. The carrying value of long-term debt approximates fair value since the related rates of interest approximate current market rates.

 

Receivable [Policy Text Block]

Accounts Receivable

Accounts receivable are stated at amounts management expects to collect from outstanding balances and do not bear interest. The Company regularly monitors and assesses its risk of not collecting amounts owed by customers. At each balance sheet date, the Company recognizes an expected allowance for credit losses. In addition, at each reporting date, this estimate is updated to reflect any changes in credit risk since the receivable was initially recorded. This estimate is calculated on a pooled basis where similar risk characteristics exist. If applicable, accounts receivable are evaluated individually when they do not share similar risk characteristics which could exist in circumstances where amounts are considered at risk or uncollectible. The accounts receivable balance as of November 30, 2024, and February 29, 2024, was $1,793,000 and $2,826,000, respectively.

 

The allowance estimate is derived from a review of the Company’s historical losses based on the aging of receivables. This estimate is adjusted for management’s assessment of current conditions, reasonable and supportable forecasts regarding future events, and any other factors deemed relevant by the Company. The Company believes historical loss information is a reasonable starting point in which to calculate the expected allowance for credit losses as the Company’s portfolio segment has remained consistent since the Company’s inception. The allowance for credit losses was $0 as of November 30, 2024, and February 29, 2024.

 

The Company writes off receivables when there is information that indicates the debtor is facing significant financial difficulty and there is no possibility of recovery. If any recoveries are made from any accounts previously written off, they will be recognized in income (or an offset to credit loss expense) in the year of recovery, in accordance with the Company’s accounting policy election. The total amount of write-offs for the nine months ended November 30, 2024, and  November 30, 2023 was $0.

 

Shipping And Handling Costs [Policy Text Block]

Shipping and Handling

Shipping and handling costs billed to customers are recorded in net sales. Shipping costs incurred by the Company are recorded in cost of sales.

 

Inventory, Policy [Policy Text Block]

Inventories

Inventories are stated at the lower of cost and net realizable value. Cost is determined using the “first-in, first-out” (FIFO) method. The Company buys raw material only to fill customer orders. Excess raw material is created only when a vendor imposes a minimum quantity buy in excess of actual requirements. Such excess material will usually be utilized to meet the requirements of the customer’s subsequent orders. If excess material is not utilized after two fiscal years it is fully reserved. Any inventory item once designated as reserved is carried at zero value in all subsequent valuation activities.

 

The Company does not classify a portion of inventories as non-current since we cannot reasonably estimate based on the length of our operating cycle which items will or will not be used within twelve months.

 

The Company’s inventory valuation policy is as follows:

 

Raw material /Work in process:All material acquired or processed in the last two fiscal years is valued at the lower of its acquisition cost or net realizable value, except for wafers which function under a three- year policy. All material not used after two fiscal years is fully reserved for except wafers which were reserved for after three years. All raw wafers were fully reserved for when the wafer fab was decommissioned. Finished wafers produced in our former wafer fab are stored in the wafer bank and are considered work-in-process. Raw material in excess of five years’ usage that cannot be restocked, and slow-moving work in process are reserved for.
  
Finished goods:All finished goods with firm orders for later delivery are valued at the lower of cost or net realizable value. All finished goods with no orders are fully reserved.
  
Direct labor costs:Direct labor costs are allocated to finished goods and work in process inventory based on engineering estimates of the number of man-hours required from the different direct labor departments to bring each device to its particular level of completion.

 

Property, Plant and Equipment, Policy [Policy Text Block]

Property, Plant, Equipment, and Leasehold Improvements

Property, plant, and equipment is recorded at cost. Major renewals and improvements are capitalized, while maintenance and repairs that do not extend their expected life are expensed as incurred. Depreciation is provided on a straight-line basis over the estimated useful lives of the related assets. Leasehold improvements are amortized over the shorter of the lease term or the lives of the related assets:

 

Building (years)

  39 

Building Improvements (years)

  15 

Leasehold Improvements

 

Shorter of 10 years or life of lease

 

Machinery and Equipment (years)

  5 

 

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentrations of Credit Risk

Financial instruments, which potentially subject the Company to concentration of credit risk, consist principally of cash and account receivables. The Company places its cash with high credit quality institutions. At times, such amounts may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced any losses in such accounts and believes that it is not exposed to any significant credit risk on the accounts. As of November 30, 2024, all non-interest bearing checking accounts were FDIC insured to a limit of $250,000. Deposits in excess of FDIC insured limits were approximately $677,000 at November 30, 2024, as compared to $1,007,000 at February 29, 2024. With respect to the account receivables, most of the Company’s products are custom made pursuant to contracts with customers whose end-products are sold to the United States Government. The Company performs ongoing credit evaluations of its customers’ financial condition and maintains allowances for potential credit losses. Actual losses and allowances have historically been within management’s expectations.

 

Earnings Per Share, Policy [Policy Text Block]

Net Income (Loss) Per Common Share

Net income (loss) per common share is presented in accordance with ASC 260-10 “Earnings per Share.” Basic earnings per common share are computed using the weighted average number of common shares outstanding during the period. Diluted earnings per common share incorporate the incremental shares issuable upon the assumed exercise of stock options to the extent they are not anti-dilutive using the treasury stock method. The Company had no common stock equivalents outstanding during the three and nine months ended November 30, 2024 and November 30, 2023; therefore, there is no effect from dilution on earnings per share.

 

Revenue from Contract with Customer [Policy Text Block]

Revenue Recognition

The Company records revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers,” which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods and services to customers. Revenue is recognized at a point in time, generally upon shipment of products to customers.

 

The core principle of the guidance in Topic 606 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 in exchange for those goods or services.

 

To achieve that core principle, the Company applied the following steps:

 

1. Identify the contract(s) with a customer.

 

The Company designs, develops, manufactures and markets solid-state semiconductor components and related devices. The Company’s products are used as components primarily in the military and aerospace markets.

 

The Company’s revenues are from purchase orders and/or contracts with customers associated with manufacture of products. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.

 

2. Identify the performance obligations in the contract.

 

The majority of the Company’s purchase orders or contracts with customers contain a single performance obligation, the shipment of products.

 

3. Determine the transaction price.

 

The transaction price reflects the Company’s expectations about the consideration it will be entitled to receive from the customer at a fixed price per unit shipped based on the terms of the contract or purchase order with the customer. To the extent our actual costs vary from the fixed price that was negotiated, we will generate more or less profit or could incur a loss.

 

4. Allocate the transaction price to the performance obligations in the contract.

 

5. Recognize revenue when (or as) the Company satisfies a performance obligation.

 

This performance obligation is satisfied when control of the product is transferred to the customer, which generally occurs upon shipment. The Company receives purchase orders for products to be delivered over multiple dates that may extend across reporting periods. The Company’s accounting policy treats shipping and handling activities as a fulfillment cost. The Company invoices for each delivery upon shipment and recognizes revenues at the fixed price for each distinct product delivered when transfer of control has occurred, which is generally upon shipment.

 

In addition, the Company may have a contract or purchase order to provide a non-recurring engineering service to a customer. These contracts are reviewed, performance obligations are determined, and we recognize revenue at the point in time in which each performance obligation is fully satisfied.

 

We recognize revenue on sales to distributors when the distributor takes control of the products ("sold-to" model).  We have agreements with distributors that allow distributors a limited credit for unsaleable products, which we refer to as a "scrap allowance." Consistent with industry practice, we also have a "stock, ship and debit" program whereby we consider requests by distributors for credits on previously purchased products that remain in distributors' inventory, to enable the distributors to offer more competitive pricing.  We have contractual arrangements whereby we provide distributors with protection against price reductions initiated by us after product is sold by us to the distributor and prior to resale by the distributor. In addition, we have a termination clause in one of our distributor agreements that would allow for a full credit for all inventory upon 60 days’ notice of terminating the agreement.

 

We recognize the estimated variable consideration to be received as revenue and record a related accrued expense for the consideration not expected to be received, based upon an estimate of product returns, scrap allowances, "stock, ship and debit" credits, and price protection credits that will be attributable to sales recorded through the end of the period.  We make these estimates based upon sales levels to our customers during the period, inventory levels at the distributors, current and projected market conditions, and historical experience under the programs. Our estimates require the exercise of significant judgments.  We believe that we have a reasonable basis to estimate future credits under the programs.

 

Related Party Transactions [Policy Text Block]

Related Party Transactions

The Company currently purchases and has purchased in the past die and wafers, as specified by the Company's customers, from ES Components. Mr. Aubrey, a director of the Company is a minority owner, and an immediate family member of the majority owner of ES Components. For the three and nine months ended November 30, 2024, the Company purchased $0 and $90,000 of die, respectively and $0 of used equipment from ES Components. For the three and nine months ended November 30, 2023, the Company purchased $24,000 and $57,000 of die, respectively and $0 of used equipment from ES Components. The Company has included the expenses related to die in cost of goods sold in the accompanying condensed consolidated statements of operations. The Company occasionally makes sales to ES Components. For the three and nine months ended November 30, 2024 and November 30, 2023, sales were $0.

 

Share-Based Payment Arrangement [Policy Text Block]

Stock based Compensation

The Company records stock-based compensation in accordance with the provisions of ASC Topic 718, "Compensation-Stock Compensation," which establishes accounting standards for transactions in which an entity exchanges its equity instruments for goods or services. Under ASC Topic 718, the Company recognizes an expense for the fair value of outstanding stock options and grants as they vest, whether held by employees or others. No vesting of stock options or grants occurred during the three and nine months ended November 30, 2024 or November 30, 2023.

 

v3.24.4
Note 2 - Summary of Significant Accounting Policies (Tables)
9 Months Ended
Nov. 30, 2024
Notes Tables  
Marketable Securities [Table Text Block]

November 30, 2024

     

Gross

  

Gross

     
      

Unrealized

  

Unrealized

     

Marketable Securities:

 

Cost

  

Gains

  

Losses

  

Fair Value

 

Common Stocks

 $574,000  $454,000  $(5,000) $1,023,000 

February 29, 2024

     

Gross

  

Gross

     
      

Unrealized

  

Unrealized

     

Marketable Securities:

 

Cost

  

Gains

  

Losses

  

Fair Value

 

Common Stocks

 $581,000  $375,000  $(52,000) $904,000 
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

November 30, 2024

 

Level 1

  

Level 2

  

Level 3

  

Total

 

Common Stocks

 $1,023,000  $-  $-  $1,023,000 

February 29, 2024

 

Level 1

  

Level 2

  

Level 3

  

Total

 

Common Stocks

 $904,000  $-  $-  $904,000 
Property, Plant and Equipment [Table Text Block]

Building (years)

  39 

Building Improvements (years)

  15 

Leasehold Improvements

 

Shorter of 10 years or life of lease

 

Machinery and Equipment (years)

  5 
v3.24.4
Note 3 - Revenue Recognition (Tables)
9 Months Ended
Nov. 30, 2024
Notes Tables  
Sales Returns and Allowances Accrual Activity [Table Text Block]
  

Fiscal quarters ended

  

Nine fiscal months ended

 
  

November 30, 2024

  

November 30, 2023

  

November 30, 2024

  

November 30, 2023

 

Beginning Balance

 $363,000  $471,000  $471,000  $471,000 

Accrued Allowances

  (33,000)  -   (141,000)  - 

Credits Issued

  -   -   -   - 

Ending Balance

 $330,000  $471,000  $330,000  $471,000 
v3.24.4
Note 4 - Inventories (Tables)
9 Months Ended
Nov. 30, 2024
Notes Tables  
Schedule of Inventory, Current [Table Text Block]
  

Gross

  

Reserve

  

Net

 

Raw Materials

 $2,589,000  $(482,000) $2,107,000 

Work-In-Process

  5,160,000   (3,883,000)  1,277,000 

Finished Goods

  1,098,000   (484,000)  614,000 

Totals

 $8,847,000  $(4,849,000) $3,998,000 
  

Gross

  

Reserve

  

Net

 

Raw Materials

 $2,492,000  $(441,000) $2,051,000 

Work-In-Process

  5,274,000   (3,894,000)  1,380,000 

Finished Goods

  1,150,000   (449,000)  701,000 

Totals

 $8,916,000  $(4,784,000) $4,132,000 
v3.24.4
Note 5 - Accrued Expenses and Other Current Liabilities (Tables)
9 Months Ended
Nov. 30, 2024
Notes Tables  
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]
  

November 30, 2024

  

February 29, 2024

 

Payroll and related employee benefits

 $415,000  $449,000 

Legal fees

  27,000   21,000 

Property, sales, and franchise taxes

  73,000   25,000 

Return allowance

  330,000   471,000 

Other liabilities

  -   114,000 

Totals

 $845,000  $1,080,000 
v3.24.4
Note 6 - Disaggregation of Revenue and Major Customers (Tables)
9 Months Ended
Nov. 30, 2024
Notes Tables  
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block]

Geographic Region

 

November 30, 2024

  

November 30, 2023

 

Europe and Australia

 $13,000  $1,000 

Canada and Latin America

  -   1,000 

Far East and Middle East

  -   - 

United States

  3,356,000   4,134,000 

Totals

 $3,369,000  $4,136,000 

Geographic Region

 

November 30, 2024

  

November 30, 2023

 

Europe and Australia

 $46,000  $4,000 

Canada and Latin America

  -   2,000 

Far East and Middle East

  -   - 

United States

  10,871,000   8,747,000 

Totals

 $10,917,000  $8,753,000 
Disaggregation of Revenue [Table Text Block]

Customer

 

November 30, 2024

   

Customer

 

November 30, 2023

 

1. RTX (Raytheon)

  41%  

1. ConMed Linvatec

  29%

2. ConMed Linvatec

  31%  

2. RTX (Raytheon)

  28%
       

3. L3Harris

  19%

Totals

  72%  

Totals

  76%

Customer

 

November 30, 2024

   

Customer

 

November 30, 2023

 

1. ConMed Linvatec

  35%  

1. RTX (Raytheon)

  39%

2. RTX (Raytheon)

  31%  

2. L3Harris

  17%
       

3. ConMed Linvatec

  14%

Totals

  66%  

Totals

  70%
v3.24.4
Note 8 - Commitments and Contingencies (Tables)
9 Months Ended
Nov. 30, 2024
Notes Tables  
Finance Lease, Liability, to be Paid, Maturity [Table Text Block]
  

February 29, 2024

 

Fiscal Year Ending February 29

 

Amount

 

2024

  1,750,000 

Total Future Undiscounted Cash Flows

 $1,750,000 

Less Imputed Interest to be recognized in lease expense

  - 

Finance Lease Liabilities, as reported

 $1,750,000 
Lessee, Finance Lease, Balance Sheet Classification [Table Text Block]

Balance Sheet Classification

 

February 29, 2024

 

Assets

    

Finance lease right-of-use assets, September 1, 2023

 $1,744,000 

Amortization for the six months ended February 29, 2024

  (29,000)

Total finance lease right-of-use asset, February 29, 2024

 $1,715,000 

Liabilities

    

Current

    

Finance lease liability, short-term

 $1,750,000 

Non-current

    

Finance lease liability, long-term

  - 

Total lease liabilities

 $1,750,000 
v3.24.4
Note 9 - Notes Payable (Tables)
9 Months Ended
Nov. 30, 2024
Notes Tables  
Schedule of Maturities of Long-Term Debt [Table Text Block]
  

Total

 
  

Principal

 
  

Payments

 

2025

 $38,000 

2026

  152,000 

2027

  159,000 

2028

  167,000 

2029

  174,000 

thereafter

  3,264,000 

Total principal payments

 $3,954,000 
v3.24.4
Note 2 - Summary of Significant Accounting Policies (Details Textual) - USD ($)
shares in Thousands
3 Months Ended 9 Months Ended
Nov. 30, 2024
Nov. 30, 2023
Nov. 30, 2024
Nov. 30, 2023
Feb. 29, 2024
Deferred Tax Liabilities, Investments $ 119,000   $ 119,000   $ 86,000
Accounts Receivable, after Allowance for Credit Loss, Current 1,793,000   1,793,000   2,826,000
Accounts Receivable, Allowance for Credit Loss 0   0   0
Accounts Receivable, Allowance for Credit Loss, Writeoff     0 $ 0  
Cash, Uninsured Amount $ 677,000   $ 677,000   $ 1,007,000
Common Stock Equivalents, Outstanding (in shares) 0 0 0 0  
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares (in shares) 0 0 0 0  
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) 0 0 0 0  
ES Components [Member]          
Revenues $ 0 $ 0 $ 0 $ 0  
Die from ES Components [Member]          
Related Party Transaction, Purchases from Related Party 0 24,000 90,000 57,000  
Used Equipment Purchased From ES Components [Member]          
Related Party Transaction, Purchases from Related Party $ 0 $ 0 $ 0 $ 0  
v3.24.4
Note 2 - Summary of Significant Accounting Policies - Schedule of Marketable Securities (Details) - USD ($)
Nov. 30, 2024
Feb. 29, 2024
Marketable securities, cost $ 574,000 $ 581,000
Marketable securities, gross unrealized gains 454,000 375,000
Marketable securities, gross unrealized losses (5,000) (52,000)
Marketable securities, fair value $ 1,023,000 $ 904,000
v3.24.4
Note 2 - Summary of Significant Accounting Policies - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($)
Nov. 30, 2024
Feb. 29, 2024
Common Stocks, Marketable Securities $ 1,023,000 $ 904,000
Fair Value, Inputs, Level 1 [Member]    
Common Stocks, Marketable Securities 1,023,000 904,000
Fair Value, Inputs, Level 2 [Member]    
Common Stocks, Marketable Securities 0 0
Fair Value, Inputs, Level 3 [Member]    
Common Stocks, Marketable Securities $ 0 $ 0
v3.24.4
Note 2 - Summary of Significant Accounting Policies - Schedule of Property, Plant, and Equipment (Details)
Nov. 30, 2024
Building [Member]  
Property, Plant and Equipment, Useful Life (Year) 39 years
Building Improvements [Member]  
Property, Plant and Equipment, Useful Life (Year) 15 years
Leasehold Improvements [Member] | Maximum [Member]  
Property, Plant and Equipment, Useful Life (Year) 10 years
Machinery and Equipment [Member]  
Property, Plant and Equipment, Useful Life (Year) 5 years
v3.24.4
Note 3 - Revenue Recognition (Details Textual) - USD ($)
Nov. 30, 2024
Feb. 29, 2024
Inventory, Net $ 3,998,000 $ 4,132,000
One Distributor [Member]    
Inventory, Net $ 1,281,000 $ 1,454,000
v3.24.4
Note 3 - Revenue Recognition - Schedule of Sales Returns and Allowances Accrual Activity (Details) - USD ($)
3 Months Ended 9 Months Ended
Nov. 30, 2024
Nov. 30, 2023
Nov. 30, 2024
Nov. 30, 2023
Beginning Balance $ 363,000 $ 471,000 $ 471,000 $ 471,000
Accrued Allowances (33,000) 0 (141,000) 0
Credits Issued 0 0 0 0
Ending Balance $ 330,000 $ 471,000 $ 330,000 $ 471,000
v3.24.4
Note 4 - Inventories (Details Textual) - USD ($)
Nov. 30, 2024
Feb. 29, 2024
Inventory, Net $ 3,998,000 $ 4,132,000
Wafer Bank Inventory [Member]    
Inventory, Net $ 246,000 $ 332,000
v3.24.4
Note 4 - Inventories - Schedule of Inventory (Details) - USD ($)
Nov. 30, 2024
Feb. 29, 2024
Inventory, Gross $ 8,847,000 $ 8,916,000
Inventory, Valuation Reserves (4,849,000) (4,784,000)
Inventory, Net 3,998,000 4,132,000
Raw Materials [Member]    
Inventory, Gross 2,589,000 2,492,000
Inventory, Valuation Reserves (482,000) (441,000)
Inventory, Net 2,107,000 2,051,000
Work-in-process [Member]    
Inventory, Gross 5,160,000 5,274,000
Inventory, Valuation Reserves (3,883,000) (3,894,000)
Inventory, Net 1,277,000 1,380,000
Finished Goods [Member]    
Inventory, Gross 1,098,000 1,150,000
Inventory, Valuation Reserves (484,000) (449,000)
Inventory, Net $ 614,000 $ 701,000
v3.24.4
Note 5 - Accrued Expenses and Other Current Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($)
Nov. 30, 2024
Feb. 29, 2024
Payroll and related employee benefits $ 415,000 $ 449,000
Legal fees 27,000 21,000
Property, sales, and franchise taxes 73,000 25,000
Return allowance 330,000 471,000
Other liabilities 0 114,000
Totals $ 845,000 $ 1,080,000
v3.24.4
Note 6 - Disaggregation of Revenue and Major Customers (Details Textual) - Customer Concentration Risk [Member] - Revenue Benchmark [Member]
3 Months Ended 9 Months Ended
Nov. 30, 2024
Nov. 30, 2023
Nov. 30, 2024
Nov. 30, 2023
Customers with Government Contracts [Member]        
Concentration Risk, Percentage 55.00% 64.00% 55.00% 78.00%
Non-military, Scientific, Industrial Customers and Distributors [Member]        
Concentration Risk, Percentage 45.00% 36.00% 45.00% 22.00%
v3.24.4
Note 6 - Disaggregation of Revenue and Major Customers - Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas (Details) - USD ($)
3 Months Ended 9 Months Ended
Nov. 30, 2024
Nov. 30, 2023
Nov. 30, 2024
Nov. 30, 2023
Revenues $ 3,369,000 $ 4,136,000 $ 10,917,000 $ 8,753,000
Europe and Australia [Member]        
Revenues 13,000 1,000 46,000 4,000
Canada and Latin America [Member]        
Revenues 0 1,000 0 2,000
Far East and Middle East [Member]        
Revenues 0 0 0 0
UNITED STATES        
Revenues $ 3,356,000 $ 4,134,000 $ 10,871,000 $ 8,747,000
v3.24.4
Note 6 - Disaggregation of Revenue and Major Customers - Schedule of Revenue by Major Customers by Reporting Segments (Details) - Customer Concentration Risk [Member] - Revenue Benchmark [Member]
3 Months Ended 9 Months Ended
Nov. 30, 2024
Nov. 30, 2023
Nov. 30, 2024
Nov. 30, 2023
RTX (Raytheon) [Member]        
Concentration Risk, Percentage 41.00% 28.00% 31.00% 39.00%
Customer Concentration Risk, Percentage 41.00% 28.00% 31.00% 39.00%
Conmed Linvatec [Member]        
Concentration Risk, Percentage 31.00% 29.00% 35.00% 14.00%
Customer Concentration Risk, Percentage 31.00% 29.00% 35.00% 14.00%
L3Harris [Member]        
Concentration Risk, Percentage   19.00%   17.00%
Customer Concentration Risk, Percentage   19.00%   17.00%
RTX (Raytheon) and ConMed Linvatec [Member]        
Concentration Risk, Percentage 72.00%   66.00%  
Customer Concentration Risk, Percentage 72.00%   66.00%  
Conmed Linvatec, RTX (Raytheon), and L3Harris [Member]        
Concentration Risk, Percentage   76.00%   70.00%
Customer Concentration Risk, Percentage   76.00%   70.00%
v3.24.4
Note 7 - Major Suppliers (Details Textual) - Supplier Concentration Risk [Member] - Cost of Goods and Service Benchmark [Member]
3 Months Ended 9 Months Ended
Nov. 30, 2024
Nov. 30, 2023
Nov. 30, 2024
Nov. 30, 2023
Concentration Risk, Number of Suppliers 3 2 2 4
Three Suppliers [Member]        
Concentration Risk, Percentage 46.00%      
Supplier, One [Member]        
Concentration Risk, Percentage 22.00% 23.00% 42.00% 20.00%
Supplier, Two [Member]        
Concentration Risk, Percentage 13.00% 22.00% 14.00% 17.00%
Supplier, Three [Member]        
Concentration Risk, Percentage 11.00%     13.00%
Two Suppliers [Member]        
Concentration Risk, Percentage   43.00% 56.00%  
Four Suppliers [Member]        
Concentration Risk, Percentage       60.00%
Supplier, Four [Member]        
Concentration Risk, Percentage       10.00%
v3.24.4
Note 8 - Commitments and Contingencies (Details Textual)
3 Months Ended
May 21, 2024
USD ($)
Nov. 30, 2024
USD ($)
ft²
Feb. 29, 2024
USD ($)
Finance Lease, Liability, Current   $ 0 $ 1,750,000
Lessee, Finance Lease, Discount Rate   8.00%  
Useable Office and Production Space in Orange County, Florida [Member]      
Area of Real Estate Property (Square Foot) | ft²   10,926  
Lessee, Finance Lease, Monthly Rent Amount   $ 10,650  
Lessee, Finance Lease, Term of Contract (Year)   3 years  
Lessee, Finance Lease, Renewal Term (Year)   5 years  
Lessee, Finance Lease, Option to Purchase, Purchase Amount $ 1,750,000 $ 1,750,000  
v3.24.4
Note 8 - Commitments and Contingencies - Maturity of Lease (Details)
Feb. 29, 2024
USD ($)
2024 $ 1,750,000
Total Future Undiscounted Cash Flows 1,750,000
Less Imputed Interest to be recognized in lease expense 0
Finance Lease Liabilities, as reported $ 1,750,000
v3.24.4
Note 8 - Commitments and Contingencies - Balance Sheet Classification (Details) - USD ($)
6 Months Ended
Feb. 29, 2024
Nov. 30, 2024
Finance lease right-of-use assets, September 1, 2023 $ 1,744,000  
Amortization for the six months ended February 29, 2024 (29,000)  
Total finance lease right-of-use asset, February 29, 2024 1,715,000  
Finance Lease, Liability, Current 1,750,000 $ 0
Finance lease liability, long-term 0  
Finance Lease Liabilities, as reported $ 1,750,000  
v3.24.4
Note 9 - Notes Payable (Details Textual) - USD ($)
3 Months Ended 12 Months Ended
May 21, 2024
Apr. 16, 2021
Nov. 30, 2024
Aug. 31, 2024
Mar. 01, 2021
Useable Office and Production Space in Orange County, Florida [Member]          
Lessee, Finance Lease, Option to Purchase, Purchase Amount $ 1,750,000   $ 1,750,000    
Notes Payable to Banks [Member]          
Debt Instrument, Face Amount $ 1,400,000       $ 2,940,000
Debt Instrument, Interest Rate, Stated Percentage 6.39%       3.80%
Debt Instrument, Periodic Payment $ 10,444     $ 17,593  
Debt Instrument, Contingency, Minimum Amount Required of Unrestricted, Unencumbered, Liquid Assets       $ 1,000,000  
Proceeds from Issuance of Debt 1,400,000        
Property in West Palm Beach, Florida [Member]          
Asset Acquisition, Consideration Transferred   $ 4,200,000      
Micro Property [Member]          
Asset Acquisition, Consideration Transferred $ 1,750,000        
v3.24.4
Note 9 - Notes Payable - Principal Payments (Details)
$ in Millions
Nov. 30, 2024
USD ($)
2025 $ 38
2026 152
2027 159
2028 167
2029 174
thereafter 3,264
Total principal payments $ 3,954
v3.24.4
Note 10 - Stockholders' Equity (Details Textual) - shares
3 Months Ended 9 Months Ended
Nov. 30, 2024
Nov. 30, 2023
Nov. 30, 2024
Nov. 30, 2023
Oct. 14, 2024
Share Repurchase Program, Authorized, Number of Shares (in shares)         2,000,000
Treasury Stock, Shares, Acquired (in shares) 0 0 0 0  

Solitron Devices (PK) (USOTC:SODI)
Gráfico Histórico do Ativo
De Dez 2024 até Jan 2025 Click aqui para mais gráficos Solitron Devices (PK).
Solitron Devices (PK) (USOTC:SODI)
Gráfico Histórico do Ativo
De Jan 2024 até Jan 2025 Click aqui para mais gráficos Solitron Devices (PK).