Cautionary Statement





The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. Information in this Item 2, "Management's
Discussion and Analysis of Financial Condition and Results of Operations," and
elsewhere in this 10-Q and its Exhibits that does not consist of historical
facts, are "forward-looking statements." Statements accompanied or qualified by,
or containing, words such as "may," "will," "should," "believes," "expects,"
"intends," "plans," "projects," "estimates," "predicts," "potential," "outlook,"
"forecast," "anticipates," "presume," and "assume" constitute forward-looking
statements and, as such, are not a guarantee of future performance. The
statements involve factors, risks and uncertainties, the impact or occurrence of
which can cause actual results to differ materially from the expected results
described in such statements. Risks and uncertainties can include, among others,
reductions in capital budgets by our customers and potential customers; changing
product demand and industry capacity; increased competition and pricing
pressures; advances in technology that can reduce the demand for the Company's
products; the kind, frequency and intensity of natural disasters that affect
demand for the Company's products; the occurrence or recurrence of pandemics
such as COVID-19; and other factors, many or all of which are beyond the
Company's control. Consequently, investors should not place undue reliance on
forward-looking statements as predictive of future results. The Company
disclaims any obligation to release publicly any updates or revisions to the
forward-looking statements herein to reflect any change in the Company's
expectations with regard thereto, or any changes in events, conditions or
circumstances on which any such statement is based.



Results of Operations


A summary of the period to period changes in the principal items included in the condensed consolidated statements of income is shown below:

Summary comparison of the three months ended August 31, 2022 and 2021


                                                               Increase /
                                                               (Decrease)
                                             Sales, net    $  1,783,000
                                     Cost of goods sold    $    270,000
                         Research and development costs    $     93,000
           Selling, general and administrative expenses    $    359,000
               Income before provision for income taxes    $  1,036,000
                             Provision for income taxes    $    216,000
                                             Net income    $    820,000










Sales under certain fixed-price contracts, in which the product has no
alternative use to the Company and the Company has enforceable rights to payment
for progress completed to date, inclusive of profit, are accounted for under the
percentage-of-completion method of accounting whereby revenues are recognized
based on estimates of completion prepared on a ratio of cost to total estimated
cost basis. Costs include all material and direct and indirect charges related
to specific contracts.



Adjustments to cost estimates are made periodically and any losses expected to
be incurred on contracts in progress are charged to operations in the period
such losses are determined. However, any profits expected on contracts in
progress are recognized over the life of the contract.



For financial statement presentation purposes, the Company nets progress
billings against the total costs incurred on uncompleted contracts. The asset,
"costs and estimated earnings in excess of billings," represents revenues
recognized in excess of amounts billed. The liability, "billings in excess of
costs and estimated earnings," represents billings in excess of revenues
recognized.



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For the three months ended August 31, 2022 (All figures discussed are for the
three months ended August 31, 2022 as compared to the three months ended August
31, 2021).



                                        Three months ended August 31                   Change
                                           2022               2021            Amount           Percent
                      Net Revenue    $    9,091,000       $ 7,308,000      $ 1,783,000               24 %
                    Cost of sales         5,706,000         5,436,000          270,000                5 %
                     Gross profit    $    3,385,000       $ 1,872,000      $ 1,513,000               81 %
… as a percentage of net revenues                37 %              26 %




The Company's consolidated results of operations showed a 24% increase in net
revenues and an increase in net income of 451%. Revenues recorded in the current
period for long-term construction projects ("Project(s)") were 14% more than the
level recorded in the prior year. The Company had 33 Projects in process during
the current period as compared to 26 during the same period last year. Revenues
recorded in the current period for other-than long-term construction projects
(non-projects) were 45% more than the level recorded in the prior year. Total
sales within the U.S. increased 45% from the same period last year. Total sales
to Asia decreased 40% from the same period of the prior year. The strong U.S.
dollar is making our products less competitive in already competitive Asian
markets. Sales increases were recorded over the same period last year to
customers involved in construction of buildings and bridges (17%) as well as to
customers in aerospace / defense (37%) and to industrial customers (25%). Sales
are now at or surpassing pre-pandemic levels. The negative effects of the
pandemic now appear to be behind us.



In prior periods, the Company reported research and development costs as part of
cost of sales and therefore included in the gross profit. Management intends to
continue to make significant investments in research and development in order to
promote profitable growth of the Company. In order to more clearly distinguish
these investments from the profitability of a period's sales, effective with the
current quarter, the Company is disclosing research and development costs
separately on the Condensed Consolidated Statements of Income below the gross
profit line. Prior period statements of income as well as disclosures in this
document have been reclassified to conform with the presentation adopted for the
current period.



The gross profit as a percentage of net revenue of 37% in the current period is
eleven percentage points greater than the same period of the prior year (26%).
The Company has been able to increase sales prices to recover more of the
increased costs for materials and labor that were incurred over the past year.
Management continues to work with suppliers to obtain more visibility of
conditions affecting their respective markets. These actions have helped to
improve the gross margin as a percentage of revenue over the prior year.



Sales of the Company's products are made to three general groups of customers: industrial, structural and aerospace / defense. A breakdown of sales to the three general groups of customers is as follows:





                          Three months ended August 31
                            2022                  2021
         Industrial              8 %                    7 %
         Structural             56 %                   60 %
Aerospace / Defense             36 %                   33 %





At August 31, 2021, the Company had 165 open sales orders in its backlog with a
total sales value of $19.4 million. At August 31, 2022, the Company has 12%
fewer open sales orders in its backlog (146 orders), and the total sales value
is $23.0 million (19% increase).



The Company's backlog, revenues, commission expense, gross profits, and net income fluctuate from period to period. The changes in the current period, compared to the prior period, are not necessarily representative of future results.





Net revenue by geographic region, as a percentage of total net revenue for the
three-month periods ended August 31, 2022 and August 31, 2021, is as follows:

                Three months ended August 31
                  2022                  2021
    USA               82 %                   70 %
   Asia               10 %                   20 %
  Other                8 %                   10 %


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Research and Development Costs





                                           Three months ended August 31                    Change
                                             2022                 2021             Amount          Percent
                              R & D    $      375,000       $      282,000      $   93,000               33 %

  … as a percentage of net revenues                 4 %                 

4 %

Research and development costs stayed consistent at four percent of net revenues while increasing by 33% over the prior year.

Selling, General and Administrative Expenses





                                          Three months ended August 31                  Change
                                             2022               2021            Amount          Percent
                            S G & A    $    1,831,000       $ 1,472,000      $  359,000               24 %
  … as a percentage of net revenues                20 %              20 %


Selling, general and administrative expenses increased 24% from the prior year. This increase is primarily due to increased employee compensation costs including incentive compensation.

The above factors resulted in operating income of $1,178,000 for the three months ended August 31, 2022, almost ten times the $118,000 in the same period of the prior year. Other income during the prior period includes $54,000 of financial assistance provided by the U.S. federal government as part of the Employee Retention Credit program of the Consolidated Appropriations Act of 2022.





Stock Options



The Company has a stock option plan which provides for the granting of
nonqualified or incentive stock options to officers, key employees and
non-employee directors. Options granted under the plan are exercisable over a
ten-year term. Options not exercised at the end of the term expire. No stock
options were granted in the period.



A summary of changes in the stock options outstanding during the three-month period ended August 31, 2022 is presented below:



                                                                            Weighted-
                                                      Number of              Average
                                                       Options            Exercise Price

        Options outstanding and exercisable
              at May 31, 2022:                          283,000          $        11.43
                               Less: Options
                 exercised:                               4,000                    8.06
                                   Less:
              Options expired:                            3,000                      -
      Options outstanding and exercisable at

August 31, 2022:                                        276,000          $ 

11.49


     Closing value per share on NASDAQ at
August 31, 2022:                                                         $        10.19

Capital Resources and Long-Term Debt





The Company's primary liquidity is dependent upon the working capital needs.
These are mainly inventory, accounts receivable, costs and estimated earnings in
excess of billings, accounts payable, other accrued liabilities, and billings in
excess of costs and estimated earnings. The Company's primary source of
liquidity has been operations.



Capital expenditures for the three months ended August 31, 2022 were $833,000
compared to $462,000 in the same period of the prior year. As of August 31,
2022, the Company has commitments for capital expenditures totaling $1,700,000
during the next twelve months.



The Company believes it is carrying adequate insurance coverage on its facilities and their contents.



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Inventory and Maintenance Inventory







                                       August 31, 2022              May 31, 2022            Increase /(Decrease)
                   Raw materials   $   601,000                $   489,000                $     112,000          23 %
                 Work-in-process     5,137,000                  5,166,000                      (29,000 )        -1 %
                  Finished goods       165,000                    200,000                      (35,000 )       -18 %
                       Inventory     5,903,000         86 %     5,855,000         84 %          48,000           1 %

Maintenance and other inventory 1,001,000 14 % 1,107,000


      16 %        (106,000 )       -10 %
                           Total   $ 6,904,000        100 %   $ 6,962,000        100 %   $     (58,000 )        -1 %

              Inventory turnover           3.3                        3.1



NOTE: Inventory turnover is annualized for the three-month period ended August 31, 2022.





Inventory, at $5,903,000 as of August 31, 2022, is $48,000 more than the prior
year-end level of $5,855,000. Approximately 87% of the current inventory is work
in process, 3% is finished goods, and 10% is raw materials.



Maintenance and other inventory represent stock that is estimated to have a
product life cycle in excess of twelve months. This stock represents certain
items the Company is required to maintain for service of products sold and items
that are generally subject to spontaneous ordering. This inventory is
particularly sensitive to technological obsolescence in the near term due to its
use in industries characterized by the continuous introduction of new product
lines, rapid technological advances and product obsolescence. Management of the
Company has recorded an allowance for potential inventory obsolescence. The
provision for potential inventory obsolescence was zero and $45,000 for the
three-month periods ended August 31, 2022 and 2021. The Company continues to
rework slow-moving inventory, where applicable, to convert it to product to be
used on customer orders. During fiscal 2021, the Company began a thorough review
of the inventory to identify and dispose of items that had not been used for
several years and were unlikely to be used in the foreseeable future.



Accounts Receivable, Costs and Estimated Earnings in Excess of Billings ("CIEB"), and Billings in Excess of Costs and Estimated Earnings ("BIEC")





                                     August 31, 2022       May 31, 2022           Increase /(Decrease)
             Accounts receivable    $      5,832,000      $  4,467,000      $    1,365,000              31 %
                            CIEB           2,833,000         3,336,000            (503,000 )           -15 %
                      Less: BIEC           1,614,000         1,123,000             491,000              44 %
                             Net    $      7,051,000      $  6,680,000      $      371,000               6 %

Number of an average day's sales


         outstanding in accounts
                receivable (DSO)                  58                42





The Company combines the totals of accounts receivable, the current asset, CIEB,
and the current liability, BIEC, to determine how much cash the Company will
eventually realize from revenue recorded to date. As the accounts receivable
figure rises in relation to the other two figures, the Company can anticipate
increased cash receipts within the ensuing 30-60 days.



Accounts receivable of $5,832,000 as of August 31, 2022 includes $6,000 of an
allowance for doubtful accounts ("Allowance"). The accounts receivable balance
as of May 31, 2022 of $4,467,000 included an allowance of $16,000. The DSO
increased from 42 days at May 31, 2022 to 58 at August 31, 2022. The DSO is a
function of 1.) the level of sales for an average day (for example, total sales
for the past three months divided by 90 days) and 2.) the level of accounts
receivable at the balance sheet date. The level of sales for an average day in
the first quarter of the current fiscal year is almost equal to the level in the
fourth quarter of the prior year. The level of accounts receivable at the end of
the current fiscal quarter is 31% more than the level at the end of the prior
year. The increase in the level of accounts receivable caused the DSO to
increase from last year end to this quarter-end. The level of accounts
receivable is greater than at the end of the prior year primarily because more
than half of the current quarter's revenue was recorded in the final month of
the quarter compared with less than a third of the comparative quarter being
recorded in the month of May. The Company expects to collect the net accounts
receivable balance during the next twelve months.

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As noted above, CIEB represents revenues recognized in excess of amounts billed.
Whenever possible, the Company negotiates a provision in sales contracts to
allow the Company to bill, and collect from the customer, payments in advance of
shipments. Unfortunately, such provisions are often not possible. The $2,833,000
balance in this account at August 31, 2022 is 15% less than the prior year-end
balance. This decrease is the result of normal flow of the Projects through
production with billings to the customers as permitted in the related contracts.
The Company expects to bill the entire amount during the next twelve months. As
the Company bills the customers on these Projects, the accounts receivable
balance will increase. 60% of the CIEB balance as of the end of the last fiscal
quarter, May 31, 2022, was billed to those customers in the current fiscal
quarter ended August 31, 2022. The remainder will be billed as the Projects
progress, in accordance with the terms specified in the various contracts.

The balances in this account are comprised of the following components:





                                  August 31, 2022      May 31, 2022
                         Costs   $      3,464,000     $  3,250,000
            Estimated Earnings          2,421,000        2,642,000
   Less: Billings to customers          3,052,000        2,556,000
                          CIEB   $      2,833,000     $  3,336,000
Number of Projects in progress                 14               11




As noted above, BIEC represents billings to customers in excess of revenues recognized. The $1,614,000 balance in this account at August 31, 2022 is up 44% from the $1,123,000 balance at the end of the prior year.


The balance in this account fluctuates in the same manner and for the same
reasons as the account "costs and estimated earnings in excess of billings,"
discussed above. Final delivery of product under these contracts is expected to
occur during the next twelve months.



The balances in this account are comprised of the following components:





                                  August 31, 2022      May 31, 2022
         Billings to customers   $      5,037,000     $  2,711,000
                   Less: Costs          2,486,000        1,019,000
      Less: Estimated Earnings            937,000          569,000
                          BIEC   $      1,614,000     $  1,123,000
Number of Projects in progress                 13                8




Summary of factors affecting the balances in CIEB and BIEC:





                                                     August 31, 2022     May 31, 2022
                   Number of Projects in progress                27                19
                       Aggregate percent complete                45 %              47 %

Average total sales value of Projects in progress   $       721,000     $  

  795,000
   Percentage of total value invoiced to customer                42 %              35 %




The Company's backlog of sales orders at August 31, 2022 is $23.0 million, down
slightly from the $23.7 million at the end of the prior year. $10.2 million of
the current backlog is on Projects already in progress.



Other Balance Sheet Items



Accounts payable, at $1,449,000 as of August 31, 2022, is 2% more than the prior
year-end. Other current liabilities decreased 39% from the prior year-end, to
$2,068,000. This decrease is primarily due to a decrease in customer advance
payments as payments were applied to customer invoices issued during the period.
The Company expects the current accrued amounts to be paid or applied during the
next twelve months.


Management believes the Company's cash flows from operations are sufficient to fund ongoing operations and capital improvements for the next twelve months.



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