Forward-Looking Statements

The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q (this "report") and the audited consolidated financial statements and related notes thereto included in Part II, Item 8, "Financial Statements and Supplementary Data," as well as Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of our Annual Report on Form 10-K for the fiscal year ended November 30, 2022. Some of the statements in this report may be forward-looking statements that reflect our current view on future events, future business, industry and other conditions, our future performance, and our plans and expectations for future operations and actions. In some cases you can identify forward-looking statements by the use of words such as "may," "should," "anticipate," "believe," "expect," "plan," "future," "intend," "could," "estimate," "predict," "hope," "potential," "continue," or the negative of these terms or other similar expressions. Many of these forward-looking statements are located in this report under Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," but they may appear in other sections as well. Forward-looking statements in this report generally relate to: (i) our expectations with respect to order backlog; (ii) our beliefs regarding the sufficiency of working capital and cash flows; (iii) our expectation that we will continue to be able to renew or obtain financing on reasonable terms when necessary as well as our continued positive relationship with our creditors and lenders; (iv) our expectations as to the impact on margins due to recent price increases and expect costs of materials, such as steel; (v) our intentions and beliefs relating to our costs, business strategies, and future performance; (vi) our beliefs about the potential impact of our rebranding and customer experience efforts; (vii) our beliefs concerning our ability to attract and maintain an adequate workforce in a competitive labor market (viii) our expected financial results, including without limitation, our expected results for the Modular and Tools segments; and (ix) our expectations concerning our primary capital and cash flow needs.

You should read this report thoroughly with the understanding that our actual results may differ materially from those set forth in the forward-looking statements for many reasons, including events beyond our control and assumptions that prove to be inaccurate or unfounded. We cannot provide any assurance with respect to our future performance or results. Our actual results or actions could and likely will differ materially from those anticipated in the forward-looking statements for many reasons, including but not limited to: (i) the impact of changing credit markets on our ability to continue to obtain financing on reasonable terms; (ii) our ability to repay current debt, continue to meet debt obligations and comply with financial covenants; (iii) the effect of inflation as well as general economic conditions, including consumer and governmental spending, on the demand for our products and the cost of our supplies and materials; (iv) any further impact from COVID-19; (v) fluctuations in seasonal demand and our production cycle; (vi) the ability of our suppliers to meet our demands for raw materials and component parts; (vii) fluctuations in the price of raw materials, especially steel; (viii) our ability to predict and meet the demands of each market in which our segments operate; and (ix) other factors described from time to time in our Securities and Exchange Commission filings. We do not intend to update the forward-looking statements contained in this report other than as required by law. We caution you not to put undue reliance on any forward-looking statements, which speak only as of the date of this report. You should read this report and the documents that we reference in this report and have filed as exhibits completely and with the understanding that our actual future results may be materially different from what we currently expect. We qualify all of our forward-looking statements by these cautionary statements.





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Critical Accounting Policies


Our critical accounting policies involving the more significant judgments and assumptions used in the preparation of our financial statements as of February 28, 2023 remain unchanged from November 30, 2022. Disclosure of these critical accounting policies is incorporated by reference from Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended November 30, 2022.





Results of Operations



Net Sales and Cost of Sales



Our consolidated corporate sales for the three-month period ended February 28, 2023 were $7,895,000 compared to $5,613,000 during the same period in fiscal 2022, an increase of $2,282,000, or 40.7%. We saw increased sales across all three of our business segments for the three months ended February 28, 2023 compared to the same period of fiscal 2022. Consolidated gross margin for the three-month period ended February 28, 2023 was 29.8% compared to 21.2% for the same period in fiscal 2022.

Our first quarter fiscal 2023 sales in our Agricultural Products segment were $5,445,000 compared to $4,161,000 for the same period in fiscal 2022, an increase of $1,284,000, or 30.9%. Because of strong demand and continued manufacturing efficiency improvements, this segment was able to build on recent success and increase sales significantly. We saw increased sales in the first fiscal quarter in our portable feed, manure spreader, land maintenance, top spread and defoliator products. Our recent manufacturing improvements allowed us to improve product availability and capitalize on the recent period of heightened demand. In addition, we believe our rebranding efforts and improved customer experience is yielding positive results. Gross margin for the three-month period ended February 28, 2023 was 34.2% compared to 25.9% for the same period in fiscal 2022. Our margins improved in the first fiscal quarter of 2023 as the price of steel has dropped from its peak in fiscal 2022 and also from price increases we have initiated to stay ahead of rising overhead costs. We have started to see the price of steel rise again in fiscal 2023 and expect overhead and component prices to continue to increase.

Our first quarter fiscal 2023 sales in our Modular Buildings segment were $1,642,000 compared to $868,000 for the same period in fiscal 2022, an increase of $774,000, or 89.2%. This segment had a light first quarter of fiscal 2022 as the approval process for some large research projects was longer than originally expected. The first quarter of fiscal 2023 was met with a steady stream of project work in both the agriculture and research sectors and led to the increase in sales. Our fiscal 2022 revenue was dominated by agricultural buildings, while our fiscal 2023 backlog consists of more research buildings which typically carry better margins. Gross margin for the three-month period ended February 28, 2023 was 19.7% compared to 4.8% for the same period in fiscal 2022. The increase in gross margin is due to increased coverage on fixed manufacturing costs from the large revenue increase.

Our Tools segment had sales of $808,000 during the first quarter compared to $584,000 for the same period in fiscal 2022, an increase of $224,000, or 38.4%. The sales increase for the first quarter of fiscal 2023 was due to a more stable workforce than we had seen over the past fiscal year coupled with automation equipment we put in place. This segment's demand remains steady, and we expect price increases we put into place last year to help with sales increases and improved margins. Gross margin was 20.1% for the three-month period ended February 28, 2023 compared to 12.5% for the same period in fiscal 2022. The increased margin is due to price increases enacted near the end of fiscal 2022 and additional volume to absorb fixed overhead costs.


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Expenses


Our first quarter consolidated selling expenses were $594,000 compared to $487,000 for the same period in fiscal 2022. The increase in selling expenses is due to increased commission expense in our Agricultural Products and Modular Buildings segments. Selling expenses as a percentage of sales were 7.5% for the three-month period ended February 28, 2023 compared to 8.7% for the same period in fiscal 2022.

Consolidated engineering expenses were $128,000 for the three-month period ended February 28, 2023 compared to $134,000 from the same period in fiscal 2022. Engineering expenses as a percentage of sales were 1.6% for the three-month period ended February 28, 2023 compared to 2.4% for the same period in fiscal 2022.

Consolidated administrative expenses for the three-month period ended February 28, 2023 were $1,078,000 compared to $1,008,000 for the same period in fiscal 2022. The increase in administrative expenses for the first quarter of fiscal 2023 is due to the rising wages to help battle inflation for our employees. Administrative expenses as a percentage of sales were 13.7% for the three-month period ended February 28, 2023 compared to 18.0% for the same period in fiscal 2022.





Net Income (loss)



Consolidated net income was $342,000 for the three-month period ended February 28, 2023 compared to net loss of $(406,000) for the same period in fiscal 2022. We reported net income in two of our three segments for the first fiscal quarter of 2023 but also reported operating income in all three. Despite the first quarter of our fiscal years being our slowest quarter historically for our Agricultural Products segment, we met our customer inventory demands and finished with a strong first quarter of fiscal 2023. In the Modular Buildings segment, we started to ramp up production of research buildings at the end of Q1 of fiscal 2023 and expect fiscal 2023 to be stronger than 2022 with respect to the segment. In the Tools segment, we wrote-off approximately $18,000 of inventory items that ultimately drove a net loss for the first quarter of fiscal 2023. Our Tools segment had steady revenue and production through the first quarter of fiscal 2023, which we believe will continue based on current backlog.





Order Backlog


The consolidated order backlog net of discounts as of April 5, 2023 was $13,042,000 compared to $11,210,000 as of April 5, 2022, a 16% increase. The Agricultural Products segment order backlog was $8,370,000 as of April 5, 2023 compared to $9,057,000 in fiscal 2022. The backlog for the Modular Buildings segment was $4,203,000 as of April 5, 2023, compared to $1,449,000 in fiscal 2022. The large backlog increase is due to a large research project that came under contract in the first quarter of fiscal 2023 that we believe will drive strong revenue numbers this fiscal year. The backlog for the Tools segment was $469,000 as of April 5, 2023 compared to $704,000 in fiscal 2022. Our Tools backlog has decreased in fiscal 2023 as our workforce has stabilized allowing us to produce more and reduce our past due backlog. Our order backlog is not necessarily indicative of future revenue to be generated from such orders due to the possibility of order cancellations and dealer discount arrangements we may enter into from time to time.





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Liquidity and Capital Resources

Our primary source of funds for the three months ended February 28, 2023 was cash generated by our operating activities. We collected approximately $2.5 million in customer deposits on our early order program for fiscal 2023 which we then used to fund a million dollar increase in our inventory. The early order deposit program helps us better plan our production schedule to maximize plant efficiency and helps us lock in material pricing for the year. The large influx of deposits helped to lower our line of credit balance and overall, we retired approximately a million dollars of debt in the first quarter of fiscal 2023. We also saw a large increase in our receivables due to increased sales and large billings in our Modular Buildings segment in February 2023, which we expect to provide a source of cash. We expect our primary capital needs for the remainder of fiscal 2023 to relate to operating costs for the fulfillment of customer deposits, capital expenditures to continue improving operations and the retirement of debt.

We have a $5,000,000 revolving line of credit with Bank Midwest that, as of February 28, 2023, had an outstanding principal balance of $3,055,559. This line of credit was renewed on March 30, 2023 and is scheduled to mature on March 30, 2024.

The Company also has up to $2,454,472 available funds that can potentially be utilized by June 30, 2023 under a Common Stock Purchase Agreement with Alumni Capital LP, subject to certain limitations, conditions and market conditions.

We believe our current financing arrangements will provide sufficient cash to finance operations and pay debt when due during the next twelve months. We expect to continue to be able to procure financing upon reasonable terms.

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