FORWARD-LOOKING STATEMENTS





We discuss expectations regarding our future performance, such as our business
outlook, in our annual and quarterly reports, news releases, and other written
and oral statements. These "forward-looking statements" are based on currently
available competitive, financial and economic data and our operating plans. They
are inherently uncertain, and investors must recognize that events could turn
out to be significantly different from our expectations and could cause actual
results to differ materially. These factors include, among other considerations,
general economic and business conditions; political, regulatory, tax,
competitive and technological developments affecting our operations or the
demand for our products; the duration and scope of the COVID-19 pandemic; the
extent and duration of the pandemic's adverse effect on economic and social
activity, consumer confidence, discretionary spending and preferences, labor and
healthcare costs, and unemployment rates, any of which may reduce demand for
some of our products and impair the ability of those with whom we do business to
satisfy their obligations to us; our ability to sell and provide our services
and products, including as a result of continued pandemic related travel
restrictions, mandatory business closures, and stay-at home or similar orders;
any temporary reduction in our workforce, closures of our offices and facilities
and our ability to adequately staff and maintain our operations resulting from
the pandemic; the ability of our customers and suppliers to continue their
operations as result of the pandemic, which could result in terminations of
contracts, losses of revenue; the recovery of the Electronics/ Microelectronics
and Medical markets following COVID-19 related slowdowns; the forgiveness of our
PPP loan; and further adverse effects to our supply chain; maintenance of
increased order backlog, including effects of any COVID-19 related
cancellations; the imposition of tariffs; timely development and market
acceptance of new products and continued customer validation of our coating
technologies; adequacy of financing; capacity additions, the ability to enforce
patents; maintenance of operating leverage; maintenance of increased order
backlog; consummation of order proposals; completion of large orders on schedule
and on budget; continued sales growth in the medical and alternative energy
markets; successful transition from primarily selling ultrasonic nozzles and
components to a more complex business providing complete machine solutions and
higher value subsystems; and realization of quarterly and annual revenues within
forecasted range.


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

OVERVIEW



Founded in 1975, Sono-Tek Corporation designs and manufactures ultrasonic
coating systems that apply precise, thin film coatings to a multitude of
products for the microelectronics/electronics, alternative energy, medical and
industrial markets, including specialized glass applications in construction and
automotive. We also sell our products to emerging research and development and
other markets. We have invested significant resources to enhance our market
diversity by leveraging our core ultrasonic coating technology. As a result, we
have increased our portfolio of products, the industries we serve and the
countries in which we sell our products.



Our ultrasonic nozzle systems use high frequency, ultrasonic vibrations that
atomize liquids into minute drops that can be applied to surfaces at low
velocity providing thin layers of protective materials over a surface such as
glass or metals. Our solutions are environmentally friendly, efficient and
highly reliable. They enable dramatic reductions in overspray, savings in raw
material, water and energy usage and provide improved process repeatability,
transfer efficiency, high uniformity and reduced emissions.



We believe product superiority is imperative and that it is attained through the
extensive experience we have in the coatings industry, our proprietary
manufacturing know-how and skills and our unique work force we have built over
the years. Our growth strategy is to leverage our innovative technologies,
proprietary know-how, unique talent and experience, and global reach to further
advance the use of ultrasonic coating technologies for the microscopic coating
of surfaces in a broader array of applications that enable better outcomes for
our customers' products and processes.



We are a global business with approximately 62% of our sales generated from
outside the United States and Canada during the first nine months of fiscal
2021. Our direct sales team and our distributor and sales representative network
are located in North America, Latin America, Europe and Asia. Over the last few
years, we have expanded our sales capabilities by increasing the size of our
direct sales force, adding new distributors and sales representatives ("reps").
In addition, we have established testing labs at our distribution partner sites
in China, Taiwan, Germany, Turkey, Korea and Japan, while also expanding our
first testing lab that is co-located with our manufacturing facilities in New
York. These labs provide significant value for demonstrating to prospective
customers the capabilities of our equipment and enabling us to develop custom
solutions to meet their needs.



Over the last decade, we have shifted our business from primarily selling our
ultrasonic nozzles and components to a more complex business providing complete
machine solutions and higher value subsystems to original equipment
manufacturers ("OEMs"). The range for our average full system selling price has
increased as a result, going from tens of thousands of dollars to hundreds of
thousands of dollars. As a result of this transition, we have broadened our
addressable market and we believe that we can grow sales on a larger scale,
however, we expect that we will experience wide variations in both order flow
and shipments from quarter to quarter.



                                      12



Third Quarter Fiscal 2021 Highlights (compared with the third quarter of fiscal
2020 unless otherwise noted) We refer to the three-month periods ended
November 30, 2020 and 2019 as the third quarter of fiscal 2021 and fiscal 2020,
respectively.


• Net sales were $3,827,000, up 4% or $155,000, primarily driven by increased

sales of our integrated coating systems in the Industrial market segment


      and OEM systems.




   •  Gross profit increased $134,000 or 7% to $1,931,000 compared with

$1,797,000 in the prior year period. Gross profit margin increased to

50.5% compared with 48.9%. In the quarter, gross profit margin increased


      due to a change in the product mix for the quarter.




   •  Operating income increased $177,000 to $447,000 or 66%, compared with

operating income of $270,000 in the prior year period. Growth in revenue,

gross profit and decreased operating expenses improved operating income


      during the quarter.




   •  Backlog on November 30, 2020 was up 29% to $4,549,000, compared with

backlog of $3,517,000 on February 29, 2020. The increase in backlog is due

to a large order for the textile industry valued at $1.1 million scheduled

to ship in the fourth quarter of fiscal 2021 or first quarter of fiscal


      2022.




Nine Month Fiscal 2021 Highlights (compared with the first nine months of fiscal
2020 unless otherwise noted) We refer to the nine-month periods ended
November 30, 2020 and 2019 as the first nine months of fiscal 2021 and fiscal
2020, respectively.



   •  Net sales were $10,736,000, up 9% or $895,000, led by strong sales of
      integrated coating systems to the Industrial market, and continued
      expansion of our customer base for the Alternative Energy sector.



• Gross profit margin was consistent at 47% for both periods, but on a dollar


      basis, improved due to increased sales.



• Operating income increased to $832,000 compared with $367,000. Growth in

revenue and gross profit were key factors in the improvement of operating


      income during the quarter.




                             RESULTS OF OPERATIONS



Sales



Product Sales:



                                 Three Months Ended                                          Nine Months Ended
                                    November 30,                     Change                     November 30,                     Change
                                2020            2019             $             %            2020            2019              $             %
Fluxing Systems              $   242,000     $   261,000     $  (19,000 )       (7% )   $    680,000     $   863,000     $  (183,000 )      (21% )
Integrated Coating Systems     1,071,000         628,000        443,000         71%        2,920,000       1,438,000       1,482,000        103%
Multi-Axis Coating Systems     1,249,000       1,631,000       (382,000 )      (23% )      4,147,000       4,519,000        (372,000 )       (8% )
OEM Systems                      523,000         400,000        123,000         31%        1,177,000         965,000         212,000         22%
Other                            742,000         752,000        (10,000 )       (1% )      1,812,000       2,056,000        (244,000 )      (12% )
TOTAL                        $ 3,827,000     $ 3,672,000     $  155,000          4%     $ 10,736,000     $ 9,841,000     $   895,000          9%




Sales growth in the third quarter and the first nine months of fiscal 2021 was
driven by several significant shipments of our Integrated Coating systems into
the Industrial and Electronic markets. The increase in sales of Integrated
Coating systems more than offset the decrease in sales of our Fluxing systems,
Multi-Axis Coating systems and the Other categories.



Market Sales:



                                   Three Months Ended                                         Nine Months Ended
                                      November 30,                    Change                     November 30,                    Change
                                  2020            2019             $            %            2020            2019             $            %
Electronics/Microelectronics   $ 1,455,000     $ 1,104,000     $  351,000        32%     $  4,504,000     $ 4,017,000     $  487,000        12%
Medical                            831,000       1,083,000       (252,000 )     (23% )      2,484,000       2,875,000       (391,000 )     (14% )
Alternative Energy                 783,000         917,000       (134,000 )     (15% )      2,004,000       1,527,000        477,000        31%
Emerging R&D and Other             207,000         252,000        (45,000 )     (18% )        723,000         937,000       (214,000 )     (23% )
Industrial                         551,000         316,000        235,000        74%        1,021,000         485,000        536,000       111%
TOTAL                          $ 3,827,000     $ 3,672,000     $  155,000         4%     $ 10,736,000     $ 9,841,000     $  895,000         9%


                                      13



Significant growth in the Industrial market in the third quarter and the first
nine months of fiscal 2021, was driven by a $463,000 shipment to the textile
industry, which was part of a previously announced $1.6M order received early
this fiscal year. The remaining balance of this order is scheduled to ship in
the fourth quarter of fiscal 2021, or the first quarter of fiscal 2022.



As anticipated, the Alternative Energy market showed significant growth with the
expansion of fuel cell activities in the first nine months of fiscal 2021, as a
global hydrogen energy infostructure continues to gain acceptance in many
countries. The Medical and Emerging R&D markets both declined with several
potential orders being put on hold due to COVID-19 concerns. We believe that
these orders will increase as countries come back online from COVID-19
lockdowns.



Geographic Sales:



                                 Three Months Ended                                          Nine Months Ended
                                    November 30,                     Change                     November 30,                     Change
                                2020            2019             $             %            2020            2019              $             %
U.S. & Canada                $ 1,165,000     $ 1,278,000     $ (113,000 )       (9% )   $  4,076,000     $ 3,440,000     $   636,000         18%
Asia Pacific (APAC)              462,000       1,049,000       (587,000 )      (56% )      1,180,000       1,602,000        (422,000 )      (26% )
China                            577,000         323,000        254,000         79%        2,236,000       1,110,000       1,126,000        101%
Europe, Middle East, Asia
(EMEA)                         1,216,000         737,000        479,000         65%        2,414,000       2,249,000         165,000          7%
Latin America                    407,000         285,000        122,000         42%          830,000       1,440,000        (610,000 )      (42% )
TOTAL                        $ 3,827,000     $ 3,672,000     $  155,000          4%     $ 10,736,000     $ 9,841,000     $   895,000          9%



In the third quarter of fiscal 2021, approximately 70% of sales originated outside of the United States and Canada compared with 65% in the prior year period.

In the first nine months of fiscal 2021, approximately 62% of sales originated outside of the United States and Canada compared with 65% in the prior year period.





In the first nine months of fiscal 2021, the increase in US and Canada based
sales was influenced by the COVID-19 pandemic, as we saw several manufacturers
transfer operations back to the US; also resulting in a decrease in orders from
several geographic territories outside the US. Timing and severity of overseas
sales dips has varied country to country, as each location has come in and out
of lock downs. Sales to China continued to show strong growth, however, a
majority of this revenue was for orders received prior to the COVID-19 pandemic.
Sales to Latin America decreased due to a decrease in sales of our spray fluxer
units to Mexico during the COVID-19 lockdowns, and due to a large medical system
sold into Latin America in the prior fiscal year. Sono-Tek has proven capable at
adapting to COVID-19 country wide lockdowns by quickly refocusing efforts to
those countries that are operational. This flexibility has been helpful in
softening the impact of the pandemic and will continue to be part of our
strategy for the foreseeable future.



Gross Profit:



                              Three Months Ended                                         Nine Months Ended
                                 November 30,                    Change                     November 30,                    Change
                             2020            2019             $            %            2020            2019             $            %
Net Sales                 $ 3,827,000     $ 3,672,000     $ 155,000          4%     $ 10,736,000     $ 9,841,000     $ 895,000          9%
Cost of Goods Sold          1,896,000       1,875,000        21,000          1%        5,624,000       5,192,000       432,000          8%
Gross Profit              $ 1,931,000     $ 1,797,000     $ 134,000          7%     $  5,112,000     $ 4,649,000     $ 463,000         10%

Gross Profit %                  50.5%           48.9%                                      47.6%           47.2%




For the third quarter of fiscal 2021, gross profit increased $134,000, or 7%,
compared with the prior-year period due to increased revenue. Gross profit
margin increased to 50.5% during the quarter compared with 48.9% for the prior
year period. The current quarter's increase in gross profit margin is due to a
change in the product mix for the quarter.



Gross profit increased $463,000, or 10%, to $5,112,000 for the first nine months
of fiscal 2021 compared with $4,649,000 in the prior year period due to
increased revenue. Gross profit margin remains strong at 47.6% compared with
47.2% for the prior year period.



                                      14



Operating Expenses:



                                 Three Months Ended                                         Nine Months Ended
                                    November 30,                    Change                    November 30,                     Change
                                2020            2019             $            %           2020            2019             $             %
Research and product
development                  $   407,000     $   362,000     $  45,000         12%     $ 1,242,000     $ 1,020,000     $  222,000         22%
Marketing and selling            766,000         849,000       (83,000 )   

(10% ) 2,155,000 2,326,000 (171,000 ) (7% ) General and administrative 311,000 316,000 (5,000 )


   (2% )       883,000         936,000        (53,000 )       (6% )
Total Operating Expenses     $ 1,484,000     $ 1,527,000     $ (43,000 )       (3% )   $ 4,280,000     $ 4,282,000     $   (2,000 )         -



Research and Product Development:


Research and product development costs increased in both the third quarter and
the first nine months of fiscal 2021 due to increased salaries and related
costs. In the prior year periods, some of our personnel were assigned to
specific customer sales orders and the associated research and development costs
were recorded in inventory, as incurred.



Marketing and Selling:



Marketing and selling costs decreased in the third quarter of fiscal 2021 due to
decreases in commissions, travel and trade show expenses. Marketing and selling
costs decreased in the first nine months of fiscal 2021 due to decreases in
commissions, travel and trade show expenses. These decreases were partially
offset by increased salaries and related costs in the first quarter of fiscal
2021.



In the third quarter of fiscal 2021, we expended approximately $195,000 for
commissions as compared with $229,000 for the prior year fiscal period, a
decrease of $34,000. For the first nine months of fiscal 2021, we expended
approximately $441,000 for commissions as compared with $505,000 for the prior
year fiscal period, a decrease of $64,000. The decrease in commission expense,
in both periods, is primarily the result of a decrease in international sales
being generated by our external distributors, which are commissioned at a higher
rate than our in-house sales team.



General and Administrative:



In the third quarter of fiscal 2021, we experienced decreases in professional
fees, corporate expenses, bank fees and stock-based compensation expense. These
decreases were partially offset by increased salaries.



In the first nine months of fiscal 2021, we experienced decreases in
professional fees, stock based compensation expense, travel and bank fees. These
decreases were partially offset by increased salaries, health insurance premiums
and annual meeting and proxy expenses related to the Covid-19 outbreak.



Health Insurance Premiums:


The Company's health insurance program requires employee contributions. In the
third quarter of fiscal 2021, the Company's net health insurance expense was
approximately $97,000 as compared with $94,000 for the prior year fiscal period,
an increase of $3,000 or 3%.



For the first nine months of fiscal 2021, the Company's net health insurance
expense was approximately $288,000 as compared with $285,000 for the prior year
fiscal period, an increase of $3,000 or 1%.



Operating Income:



Our operating income increased $177,000, to $447,000 in the third quarter of
fiscal 2021, compared with $270,000 for the prior year period. This substantial
improvement is the result of revenue growth and cost constraints which generated
significant operating leverage. Operating margin for the third quarter increased
to 11.7% compared with 7.4% in the prior year period.



For the first nine months of fiscal 2021, operating income increased $465,000,
to $832,000 compared with $367,000 for the prior year period. This improvement
is the result of revenue growth and cost constraints which generated operating
leverage. Operating margin for the first nine months of fiscal 2021 increased to
7.8% compared with 3.7% in the prior year period.



                                      15



Interest Expense:

Interest expense was $6,000 in the third fiscal quarter of 2021 compared with $8,000 for the prior-year period. For the first nine months of fiscal 2021, interest expense was $24,000 compared with $25,000 for the prior year period.





Interest and Dividend Income:

Interest and dividend income decreased $19,000 to $2,000 in the third quarter of
fiscal 2021 as compared with $21,000 for the prior year period. For the first
nine months of fiscal 2021, interest and dividend income decreased $50,000 to
$27,000 as compared with $77,000 in the prior year period. The decrease in both
periods is due to the decline in market rates. Our present investment policy is
to invest excess cash in highly liquid, low risk US Treasury securities,
certificates of deposit and mutual funds. At November 30, 2020, the majority of
our holdings are rated at or above investment grade.



Other Income:



Included in other income is the net revenue related to the rental of the
Company's real estate. For the third quarter of fiscal 2021, the Company's net
rental income was $11,000 compared to net rental income of $7,000 for the third
quarter of fiscal 2020.



For the first nine months of fiscal 2021, the Company's net rental income was
$30,000 compared with net rental income of $19,000 for the first nine months of
fiscal 2020.



Income Tax Expense:

We recorded income tax expense of $132,000 for the third quarter of fiscal 2021
compared with $10,000 for the prior year period and recorded income tax expense
of $199,000 for the first nine months of fiscal 2021 compared with $23,000

for
the prior year period.



The increase in income tax expense in the third quarter and the first nine
months of fiscal 2021 is due to the current period's increase in income before
taxes and to provide for the estimated tax liability associated with the first
nine months of fiscal 2021.



Net Income:

Net income increased by $40,000 to $320,000 for the third quarter of fiscal 2021 compared with $280,000 for the prior fiscal period.

Net income increased by $246,000 to $666,000 for the first nine months of fiscal 2021 compared with $420,000 for the prior year period.





Impact of Covid 19



In December 2019, the novel coronavirus ("COVID-19") outbreak occurred in China
and has since spread to other parts of the world. On March 11, 2020, the World
Health Organization declared COVID-19 to be a global pandemic and recommended
containment and mitigation measures. On March 13, 2020, the United States
declared a national emergency concerning the outbreak. Along with these
declarations, extraordinary and wide-ranging actions have been taken by
international, federal, state, and local public health and governmental
authorities to contain and combat the outbreak and spread of COVID-19 in regions
across the United States and the world. These actions include quarantines,
social distancing and "stay-at-home" orders, travel restrictions, mandatory
business closures and other mandates that have substantially restricted
individuals' daily activities and curtailed or ceased many businesses' normal
operations.


In response to the pandemic and these actions, we began implementing changes in our business in March 2020 to protect our employees and customers:

• We implemented social distancing and other health and safety protocols.






    •   We have flexed the workforce in our manufacturing operations based on

business needs, including the addition of a second shift and the

implementation of remote, alternative and flexible work arrangements.






  • We have enhanced cleaning and sanitary procedures.



• We temporarily eliminated domestic and international travel for the first

quarter of fiscal 2021 and have maintained significantly reduced travel


        for the second and third fiscal quarters of 2021.



• We restricted access to our facilities to only employees and essential


        non-employees with strict protocols.


                                      16



While all of these measures have been necessary and appropriate, they may result
in additional costs and may adversely impact our business and financial
performance. As our response to the pandemic evolves, we may incur additional
costs and will potentially experience adverse impacts to our business, each of
which may be significant. In addition, an extended period of remote work
arrangements could impair our ability to effectively manage our business, and
introduce additional operational risks, including, but not limited to,
cybersecurity risks and increased vulnerability to security breaches,
cyber-attacks, computer viruses, ransomware, or other similar events and
intrusions. We may experience, decreases in demand and customer orders for our
products in all sales channels, as well as temporary disruptions and closures of
our facilities due to decreased demand and government mandates.



COVID-19 has also impacted various aspects of the supply chain as our suppliers
experience similar business disruptions due to operating restrictions from
government mandates. We continue to monitor procurement of raw materials and
components used in the manufacturing, distribution and sale of our products, but
continued disruptions in the supply chain due to COVID-19 may cause difficulty
in sourcing materials or unexpected shortages or delays in delivery of raw
materials and components, and may result in increased costs in our supply chain.



We have implemented plans to reduce spending in certain areas of our business,
including reductions or delays in capital expenditures, reduced trade show
participation costs, reduced travel expenditures and may need to take additional
actions to reduce spending in the future.



We are closely monitoring and assessing the impact of the pandemic on our
business. The extent of the impact on our results of operations, cash flow,
liquidity, and financial performance, as well as our ability to execute near-
and long-term business strategies and initiatives, will depend on numerous
evolving factors and future developments, which are highly uncertain and cannot
be reasonably predicted.



Given the inherent uncertainty surrounding COVID-19, we expect the pandemic may
continue to have an adverse impact on our business in the near term. Should
these conditions persist for a prolonged period, the COVID-19 pandemic,
including any of the above factors and others that are currently unknown, may
have a material adverse effect on our business, results of operations, cash
flow, liquidity, and financial condition.



LIQUIDITY AND CAPITAL RESOURCES





Working Capital - Our working capital increased $875,000 to $8,048,000 at
November 30, 2020 from $7,173,000 at February 29, 2020. The increase in working
capital was mostly the result of the current period's net income and noncash
charges and the proceeds of a long term note payable partially offset by
purchases of equipment and the repayment of long-term debt.



The Company aggregates cash and cash equivalents and marketable securities in
managing its balance sheet and liquidity. For purposes of the following
analysis, the total is referred to as "Cash." At November 30, 2020 and February
29, 2020, our working capital included:



                                                                     Cash
                             November 30,       February 29,      (Decrease)
                                 2020               2020           Increase
Cash and cash equivalents   $    6,014,000     $    3,660,000     $ 2,354,000
Marketable securities            3,226,000          4,219,000        (993,000 )
Total                       $    9,240,000     $    7,879,000     $ 1,361,000




                                      17


The following table summarizes the accounts and the major reasons for the $1,361,000 increase in "Cash":





                                Impact on Cash                 Reason
Net income, adjusted for       $      1,008,000
non-cash items                                    To reconcile increase in cash.
Accounts receivable increase          (744,000)   Timing of cash receipts.
Inventories increase                  (119,000)   Required to support backlog.
Prepaid expense decrease                 27,000   Timing of disbursements.
                                                  Equipment upgrade for
Equipment purchases                   (327,000)   productivity.
Customer deposits increase              133,000   Received for new orders.
Accounts payable and accrued
expenses increase                       193,000   Timing of disbursements.
Repayment of long-term debt           (127,000)   Repayment of debt.
                                                  Paycheck Protection Program loan
Note payable proceeds                 1,002,000   proceeds.
Capital expenditure grant
proceeds                                100,000   Receipt of grant proceeds.
Taxes payable increase                  215,000   Timing of disbursements.
Net increase in cash           $      1,361,000




Stockholders' Equity - Stockholders' Equity increased $694,000 to $10,476,000 at
November 30, 2020, from $9,782,000 at February 29, 2020. The increase was a
result of the current period's net income of $666,000 and $28,000 in additional
equity related to stock based compensation awards.



Operating Activities - We generated $713,000 of cash in our operating activities
in the first nine months of fiscal 2021 compared with $1,023,000 in the first
nine months of fiscal 2020. The decrease in cash generated by operating
activities was mostly the result of decreased accounts payable, accrued
expenses, customer deposits and an increase in accounts receivable. These uses
of cash were partially offset by decreased spending on inventories and an
increase in income taxes payable, and an increase in income for the period.



Investing Activities - For the nine months of fiscal 2021, our investing
activities generated $767,000 of cash compared with using $1,767,000 in the
first nine months of fiscal 2020. For the first nine months of fiscal years 2021
and 2020, we used $327,000 and $392,000, respectively, for the purchase or
manufacture of equipment, furnishings and leasehold improvements. For the first
nine months of fiscal 2021, our marketable securities provided $994,000 compared
with the use of $1,374,000 for the purchase of marketable securities in the
first nine months of fiscal 2020.



In the second quarter of fiscal 2021, we received $100,000 in grant proceeds
from the utility which provides our electricity as a result of our completion of
certain energy efficiency related improvements.



Financing Activities - In the first nine months of fiscal years 2021 and 2020, we used $127,000 and $122,000, respectively, for the repayment of our note payable.

Paycheck Protection Program Loan





During the first quarter of fiscal 2021, we borrowed $1,001,640 (the "PPP Loan")
from a bank under the Paycheck Protection Program ("PPP"). The PPP, established
as part of the Coronavirus Aid, Relief and Economic Security Act ("CARES Act"),
provides for loans to qualifying companies and is administered by the U.S. Small
Business Administration (the "SBA"). The PPP Loan has a two-year term, bears
interest at the rate of 1.0% per annum, and may be prepaid at any time without
payment of any premium. No payments of principal or interest were scheduled to
be due until November 2020, at which time we were to have been required to make
18 monthly payments of principal and interest in the amount of $56,370.



Under the terms of the CARES Act, PPP loan recipients can apply for and be
granted forgiveness for all or a portion of the loan granted under the PPP, with
such forgiveness to be determined, subject to limitations, based on the use of
the loan proceeds for payment of payroll costs and any payments of mortgage
interest, rent, and utilities. However, at least 60 percent of the PPP Loan
proceeds must be used for eligible payroll and payroll related costs. The terms
of any forgiveness may also be subject to further requirements in any
regulations and guidelines the SBA may adopt.



We believe that we have used the entire PPP Loan proceeds for designated
qualifying expenses and have applied for forgiveness of the PPP Loan in
accordance with the terms of the PPP. Under the Paycheck Protection Program
Flexibility Act, payments of principal and interest shall be deferred until the
date that the Small Business Administration remits the forgiveness amount to the
Company's lender or determines that some or all of the PPP loan is not eligible
for forgiveness. If all or a portion of the loan is not forgiven the unforgiven
balance and accrued interest shall be payable during the remainder of the term
of the PPP loan.



No assurance can be given that we will obtain forgiveness of the PPP Loan in
whole or in part. With respect to any portion of the PPP Loan that is not
forgiven, the PPP Loan will be subject to customary provisions for a loan of
this type, including customary events of default relating to, among other
things, payment defaults, breaches of the provisions of the PPP note and cross
defaults. As of the date of this Report, we have incurred approximately
$2,342,000 in payroll, payroll related costs and other qualifying expenses.




                                      18



Net Increase (Decrease) in Cash and Cash Equivalents - In the first nine months
of fiscal 2021 our cash balance increased by $2,354,000 compared with a decrease
of $865,000 in the first nine months of fiscal 2020. In the first nine months of
fiscal 2021, our operating activities generated $713,000 of cash. In addition,
we used $327,000 for the purchase or manufacture of equipment, furnishings and
leasehold improvements, our marketable securities provided $994,000 of cash, and
we used $127,000 for the repayment of our notes payable. In the nine months of
fiscal 2021, we received $1,002,000 in proceeds from a PPP Loan and $100,000 in
grant proceeds from the utility which provides our electricity as a result of
our completion of certain energy efficiency related improvements.



Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.





CRITICAL ACCOUNTING POLICIES



The discussion and analysis of the Company's financial condition and results of
operations are based upon the consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
the Company to make estimates and judgments that affect the reported amount of
assets and liabilities, revenues and expenses, and related disclosure on
contingent assets and liabilities at the date of the financial statements.
Actual results may differ from these estimates under different assumptions

and
conditions.



Critical accounting policies are defined as those that are reflective of
significant judgments and uncertainties, and may potentially result in
materially different results under different assumptions and conditions. The
Company believes that critical accounting policies are limited to those
described below. For a detailed discussion on the application of these and other
accounting policies see Note 2 to the Company's consolidated financial
statements included in Form 10-K for the year ended February 29, 2020.



Accounting for Income Taxes


The Company accounts for income taxes under the asset and liability method.
Under this method, deferred income taxes are recognized for the tax consequences
of "temporary differences" by applying enacted statutory tax rates applicable to
future years to differences between the financial statement carrying amounts and
the tax basis of existing assets and liabilities. If it is more likely than not
that some portion or all of a deferred tax asset will not be realized, a
valuation allowance is recognized. We use a recognition threshold and a
measurement attribute for financial statement recognition and measurement of tax
positions taken or expected to be taken in a return. For those benefits to be
recognized, a tax position must be more likely than not to be sustained upon
examination by taxing authorities.



Stock-Based Compensation



The computation of the expense associated with stock-based compensation requires
the use of a valuation model. ASC 718 is a complex accounting standard, the
application of which requires significant judgment and the use of estimates,
particularly surrounding Black-Scholes assumptions such as stock price
volatility, expected option lives, and expected option forfeiture rates, to
value equity-based compensation. The Company currently uses a Black-Scholes
option pricing model to calculate the fair value of its stock options. The
Company primarily uses historical data to determine the assumptions to be used
in the Black-Scholes model and has no reason to believe that future data is
likely to differ materially from historical data. However, changes in the
assumptions to reflect future stock price volatility and future stock award
exercise experience could result in a change in the assumptions used to value
awards in the future and may result in a material change to the fair value
calculation of stock-based awards. ASC 718 requires the recognition of the fair
value of stock compensation in net income. Although every effort is made to
ensure the accuracy of our estimates and assumptions, significant unanticipated
changes in those estimates, interpretations and assumptions may result in
recording stock option expense that may materially impact our financial
statements for each respective reporting period.



IMPACT OF NEW ACCOUNTING PRONOUNCEMENTS


For information regarding new accounting pronouncements and their effect on the
Company, see "New Accounting Pronouncements" in Note 2 of the unaudited notes to
the condensed consolidated financial statements.

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