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; 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 nine months ended February 28, 2023 and 2022


                                                               Increase /
                                                               (Decrease)
                                          Sales, net          $ 8,270,000
                                  Cost of goods sold          $ 2,608,000
                      Research and development costs          $   197,000
        Selling, general and administrative expenses          $ 1,432,000
            Income before provision for income taxes          $ 4,389,000
                          Provision for income taxes          $   893,000
                                          Net income          $ 3,496,000

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 and estimated earnings recognized 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 nine months ended February 28, 2023 (All figures discussed are for the
nine months ended February 28, 2023 as compared to the nine months ended
February 28, 2022).



                                Nine months ended February 28         Change
                                    2023            2022         Amount      Percent
                   Net Revenue    $ 29,479,000    $ 21,209,000 $ 8,270,000     39%
                 Cost of sales      17,980,000      15,372,000   2,608,000     17%
                  Gross profit    $ 11,499,000    $  5,837,000 $ 5,662,000     97%
      … as a percentage of net       39%             28%
                      revenues



The Company's consolidated results of operations showed a 39% increase in net revenues and an increase in net income of 483%. Revenues recorded in the current period for long-term construction projects ("Project(s)") were 36% more than the level recorded in the prior year. The Company had 45 Projects in process during the current period as compared to 34 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 58% from the same period last year. Total sales to Asia decreased 10% from the same period of the prior year. Sales increases were recorded over the same period last year to customers involved in construction of buildings and bridges (29%) as well as to customers in aerospace / defense (44%) and to industrial customers (93%). The increase in aerospace/defense sales is due, in part, to a healthy combination of providing production hardware on several legacy programs and new development programs, along with receiving substantial contracts for the refurbishment of hardware on existing naval platforms. The 93% increase in sales to industrial customers is primarily due to some new domestic manufacturing facilities beginning operations which utilized the Company's products.

In prior years, 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 first quarter of fiscal 2023, 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 39% in the current period is eleven percentage points greater than the same period of the prior year (28%). 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 combined with benefits from the Company's continuous improvement initiatives and increased volume 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:





                     Nine months ended February 28
                         2023            2022
         Industrial       10%              8%
         Structural       54%             58%
Aerospace / Defense       36%             34%

At February 28, 2022, the Company had 140 open sales orders in our backlog with a total sales value of $17.4 million. At February 28, 2023, the Company has 125 open sales orders in our backlog, and the total sales value is $27.8 million.

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.

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Net revenue by geographic region, as a percentage of total net revenue for the nine-month periods ended February 28, 2023 and February 28, 2022 is as follows:





       Nine months ended February 28
           2023            2022
  USA       81%             72%
 Asia       12%             18%
Other        7%             10%





Research and Development Costs





                                  Nine months ended February 28         Change
                                      2023            2022        Amount     Percent
                           R & D    $ 881,000       $ 684,000    $ 197,000     29%
 … as a percentage of net             3.0%            3.2%

revenues

Research and development costs stayed consistent as a percent of net revenues while increasing by 29% over the prior year.

Selling, General and Administrative Expenses





                                 Nine months ended February 28         Change
                                     2023            2022         Amount     Percent
                        S G & A   $ 5,878,000     $ 4,446,000   $1,432,000     32%
 … as a percentage of net             20%             21%
revenues



Selling, general and administrative expenses increased by 32% from the prior year. This increase is primarily due to increased employee compensation costs including incentive compensation.

The above factors resulted in an operating income of $4,740,000 for the nine months ended February 28, 2023, 570% more than the $707,000 in the same period of the prior year.

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 February 28, 2023 and 2022


                                                               Increase /
                                                               (Decrease)
                                             Sales, net       $ 3,748,000
                                     Cost of goods sold       $ 1,102,000
                         Research and development costs       $   (10,000 )
           Selling, general and administrative expenses       $   660,000
               Income before provision for income taxes       $ 2,231,000
                             Provision for income taxes       $   455,000
                                             Net income       $ 1,776,000

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.

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For financial statement presentation purposes, the Company nets progress billings against the total costs incurred and estimated earnings recognized 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.





For the three months ended February 28, 2023 (All figures discussed are for the
three months ended February 28, 2023 as compared to the three months ended
February 28, 2022).



                               Three months ended February 28         Change
                                    2023            2022         Amount      Percent
                   Net Revenue $9,891,000      $6,143,000      $3,748,000      61%
                 Cost of sales 5,871,000       4,769,000       1,102,000       23%
                  Gross profit $4,020,000      $1,374,000      $2,646,000      192%
      … as a percentage of net       41%             22%
                      revenues



The Company's consolidated results of operations showed a 61% increase in net revenues and $1.8 million increase in net income. Revenues recorded in the current period for Projects were 91% more than the level recorded in the prior year. The Company had 29 Projects in process during the current period as compared to 27 during the same period last year. Revenues recorded in the current period for other-than long-term construction projects (non-projects) were 28% more than the level recorded in the prior year. Total sales within the U.S. increased 98% from the same period last year. Total sales to Asia decreased 25% from the same period of the prior year. Sales increases were recorded over the same period last year to customers involved in construction of buildings and bridges (76%) as well as to customers in aerospace / defense (42%) and to industrial customers (69%). The circumstances affecting the fluctuations in revenue levels are as identified in the year-to-date comparisons, above.

The gross profit as a percentage of net revenue of 41% in the current period is nineteen percentage points higher than the same period of the prior year (22%).

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 combined with benefits from the Company's continuous improvement initiatives and increased volume 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 February 28
                         2023            2022
         Industrial        8%              8%
         Structural       54%             49%
Aerospace / Defense       38%             43%

Net revenue by geographic region, as a percentage of total net revenue for the three-month periods ended February 28, 2023 and February 28, 2022, is as follows:

Three months ended February 28


           2023            2022
  USA       85%             69%
 Asia       9%              19%
Other       6%              12%

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Research and Development Costs





                                Three months ended February 28         Change
                                     2023            2022         Amount     Percent
                          R & D    $ 191,000       $ 201,000    $ (10,000)     -5%
 … as a percentage of net            1.9%            3.3%

revenues

Total Research and development costs stayed consistent with prior year.

Selling, General and Administrative Expenses





                                 Three months ended February 28         Change
                                      2023            2022        Amount     Percent
                         S G & A   $ 2,025,000     $ 1,365,000   $ 660,000     48%
 … as a percentage of net              20%             22%

revenues

Selling, general and administrative expenses increased 48% from the prior year.

This increase is primarily due to increased employee compensation costs including incentive compensation.

The above factors resulted in an operating income of $1,805,000 for the three months ended February 28, 2023, better than the $191,000 loss in the same period of the prior year.







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.

The Company expenses stock options using the fair value recognition provisions of the FASB ASC. The Company recognized $128,000 and $126,000 of compensation cost for the nine-month periods ended February 28, 2023 and 2022.

The fair value of each stock option grant has been determined using the Black-Scholes model. The model considers assumptions related to exercise price, expected volatility, risk-free interest rate, and the weighted average expected term of the stock option grants. Expected volatility assumptions used in the model were based on volatility of the Company's stock price for the thirty-month period ending on the date of grant. The risk-free interest rate is derived from the U.S. treasury yield. The Company used a weighted average expected term.

The following assumptions were used in the Black-Scholes model to estimate the fair market value of the Company's stock option grants:





                                                               February    February
                                                                 2023        2022
                                      Risk-free interest rate:  1.625%      2.875%
                                 Expected life of the options: 4.1 years   4 years
                              Expected share price volatility:    30%        32%
                                           Expected dividends:   zero        zero

These assumptions resulted in estimated fair-market value per


                                                 stock option:   $3.06      $3.42

The ultimate value of the options will depend on the future price of the Company's common stock, which cannot be forecast with reasonable accuracy.

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A summary of changes in the stock options outstanding during the nine-month period ended February 28, 2023 is presented below:



                                                                        Weighted-
                                                          Number of      Average
                                                           Options    Exercise Price
   Options outstanding and exercisable at May 31, 2022:     283,000          $ 11.43
                                       Options granted:      42,000          $ 11.45
                               Less: Options exercised:      13,750          $ 10.04
                                 Less: Options expired:       3,750                -
    Options outstanding and exercisable at February 28,
                                                  2023:     307,500          $ 11.51
Closing value per share on NASDAQ at February 28, 2023:                      $ 16.80

Capital Resources and Long-Term Debt

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

Capital expenditures for the nine months ended February 28, 2023 were $2,383,000 compared to $722,000 in the same period of the prior year. As of February 28, 2023, the Company has commitments for capital expenditures totaling $900,000 during the next twelve months.

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

Inventory and Maintenance Inventory





                                   February 28, 2023    May 31, 2022     Increase /(Decrease)
                     Raw materials   $   684,000       $   489,000       $   195,000       40%
                   Work-in-process     4,808,000         5,166,000          (358,000 )    - 7%
                    Finished goods       188,000           200,000           (12,000 )    - 6%
                         Inventory     5,680,000  87%    5,855,000  84%     (175,000 )    - 3%
   Maintenance and other inventory       868,000  13%    1,107,000  16%     (239,000 )   - 22%
                             Total   $ 6,548,000 100%  $ 6,962,000 100% $   (414,000 )    - 6%

                Inventory turnover      3.5               3.1



NOTE: Inventory turnover is annualized for the nine-month period ended February 28, 2023.

Inventory, at $5,680,000 as of February 28, 2023, is $175,000 less than the prior year-end level of $5,855,000. Approximately 85% of the current inventory is work in process, 3% is finished goods, and 12% 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 $68,000 and zero for the nine-month periods ended February 28, 2023 and 2022. The Company continues to rework slow-moving inventory, where applicable, to convert it to product to be used on customer orders.

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





                              February 28, 2023   May 31, 2022   Increase /(Decrease)
          Accounts receivable     $  8,563,000    $ 4,467,000         $ 4,096,000   92%
                         CIEB        3,774,000      3,336,000             438,000   13%
                   Less: BIEC        1,438,000      1,123,000             315,000   28%
                          Net     $ 10,899,000    $ 6,680,000         $ 4,219,000   63%

   Number of an average day's
sales outstanding in accounts
                   receivable        78               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 $8,563,000 as of February 28, 2023 includes $29,000 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 number of an average day's sales outstanding in accounts receivable ("DSO") increased from 42 days at May 31, 2022 to 78 at February 28, 2023. 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 accounts receivable is greater than at the end of the prior year primarily because of the $0.6 million increase in the level of sales for the month of February 2023 over the month of May 2022 and the $1.5 million reduction to CIEB from quarter ending November 30, 2022. The Company expects to collect the net accounts receivable balance during the next twelve months.

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 $3,774,000 balance in this account at February 28, 2023 is 13% more than the prior year-end balance. This increase 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. 56% of the CIEB balance as of the end of the last fiscal quarter, November 30, 2022, was billed to those customers in the current fiscal quarter ended February 28, 2023. 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:





                               February 28, 2023  May 31, 2022
                         Costs      $ 3,430,000    $ 3,250,000
            Estimated Earnings        4,045,000      2,642,000
   Less: Billings to customers        3,701,000      2,556,000
                          CIEB      $ 3,774,000    $ 3,336,000
Number of Projects in progress        15               11




As noted above, BIEC represents billings to customers in excess of revenues recognized. The $1,438,000 balance in this account at February 28, 2023 is up 28% 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 CIEB, discussed above. Final delivery of product under these contracts is expected to occur during the next twelve months.

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





                               February 28, 2023  May 31, 2022
         Billings to customers      $ 3,772,000    $ 2,711,000
                   Less: Costs        1,349,000      1,019,000
      Less: Estimated Earnings          985,000        569,000
                          BIEC      $ 1,438,000    $ 1,123,000
Number of Projects in progress        7                8




Summary of factors affecting the balances in CIEB and BIEC:





                                                  February 28, 2023  May 31, 2022
                   Number of Projects in progress        22               19
                       Aggregate percent complete       49%              47%

Average total sales value of Projects in progress $844,000 $795,000


   Percentage of total value invoiced to customer       41%              35%



The Company's backlog of sales orders at February 28, 2023 is $27.8 million, up from the $23.7 million at the end of the prior year. $10.3 million of the current backlog is on Projects already in progress.





Other Balance Sheet Items


Accounts payable, at $1,467,000 as of February 28, 2023, is 3% more than the prior year-end. Other current liabilities increased 9% from the prior year-end, to $3,733,000. 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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