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

The following discussion and analysis of factors which have affected the Company's financial position and operating results during the periods included in the accompanying unaudited condensed financial statements should be read in conjunction with the Financial Statements and the related Notes to Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company's Annual Report on Form 10-K for the year ended February 28, 2022 and the Unaudited Financial Statements and the related Notes to Unaudited Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q.

Critical Accounting Estimates:

The discussion and analysis of our financial condition and results of operations are based upon the unaudited condensed financial statements included elsewhere in this Quarterly Report on Form 10-Q which are prepared in accordance with GAAP. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. See Note 2 in the financial statements for the Company's significant accounting policies. Of the Company's accounting policies, the following are considered to be critical - Revenue Recognition and Inventories. A discussion of these critical accounting policies are included in Note 2 of the "Notes To Financial Statements" in Item 8 of our Annual Report on Form 10-K for the fiscal year ended February 28, 2022.

See Note 2, "Summary of Significant Accounting Policies", to the accompanying Notes to Financial Statements included in this Quarterly Report on Form 10-Q.





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Results of Operations-Three Months Ended November 30, 2022 Compared to Three Months Ended November 30, 2021:

Net Sales. Net sales for the three months ended November 30, 2022 decreased 76% to $584,000 as compared to $2,468,000 for the three months ended November 30, 2021. The decrease in net sales was largely due to the company relocating to its new facility during the three months ended November 30, 2022 along with associated startup delays.

Net bookings for the three months ended November 30, 2022 increased 68% to $2,257,000 versus $1,340,000 during the three months ended November 30, 2021.

Backlog as of November 30, 2022 increased 101% to $6,430,000 as compared to a backlog of $3,197,000 as of November 30, 2021.

Cost of Sales. Cost of sales for the three months ended November 30, 2022 decreased to $905,000 from $1,672,000 for the three months ended November 30, 2021, due to decreased raw materials and labor costs associated with decreased net sales, and decreased rent expense. Expressed as a percentage of net sales, cost of sales increased to 155% for the three months ended November 30, 2022 from 68% for the three months ended November 30, 2021.

Gross Profit (Loss). Gross profit (loss) for the three months ended November 30, 2022 decreased to ($321,000) from $796,000 for the three months ended November 30, 2021, due primarily to lower net sales not covering fixed labor and overhead costs. Accordingly, gross margins expressed as a percentage of net sales decreased to (55%) for the three months ended November 30, 2022 as compared to 32% for the three months ended November 30, 2021.

For the three months ended November 30, 2022, we shipped 6,130 units as compared to 36,047 units shipped during the same period of the prior year. It should be noted that since we manufacture a wide variety of products with an average sales price ranging from a few dollars to several hundred dollars, such periodic variations in our volume of units shipped should not be regarded as a reliable indicator of our performance.

Selling, General & Administrative Expenses. Selling, general, and administrative expenses decreased to $460,000 for the three months ended November 30, 2022 from $497,000 for the same period in the prior year. The decrease was due to a decrease in selling expenses of $34,000. During the three months ended November 30, 2022, selling, general and administrative expenses as a percentage of net sales increased to 79% as compared to 20% for the three months ended November 30, 2021.

Operating Income (Loss). Operating income (loss) for the three months ended November 30, 2022 decreased to ($781,000) as compared to operating income of $299,000 for the three months ended November 30, 2021. This decrease is due primarily to decreased net sales as described above.

Other Income. Interest income increased to $18,000 for the three months ended November 30, 2022 as compared to $0 for the three months ended November 30, 2021. Interest expense decreased to ($27,000) for the three months ended November 30, 2022 as compared to ($28,000) for the three months ended November 30, 2021. Dividend income was $1,000 for the three months ended November 30, 2022 as compared to $1,000 for the three months ended November 30, 2021. Realized gains (losses) on investments for the three months ended November 30, 2022 decreased to a loss of ($13,000) as compared to a gain of $41,000 for the three months ended November 30, 2021. Unrealized gains (losses) on investments for the three months ended November 30, 2022 were a gain of $270,000 as compared to a loss of ($8,000) for the three months ended November 30, 2021. Income from the sale of scrap was $40,000 for the three months ended November 30, 2022 as compared to $185,000 for the three months ended November 30, 2021.

Net Income (Loss). Net income (loss) for the three months ended November 30, 2022 decreased to ($492,000) as compared to net income of $490,000 for the three months ended November 30, 2021. This decrease is due primarily to decreased net sales as described above and decreased income from the sale of scrap partially offset by unrealized gains on securities.

Results of Operations-Nine Months Ended November 30, 2022 Compared to Nine Months Ended November 30, 2021:

Net Sales. Net sales for the nine months ended November 30, 2022 decreased 52% to $4,907,000 as compared to $10,308,000 for the nine months ended November 30, 2021. The decrease in net sales was largely due to the decision to accelerate production and shipments in the nine months ended November 30, 2021 due to the planned facility relocation.

Net bookings for the nine months ended November 30, 2022 increased 46% to $6,871,000 versus $4,713,000 during the nine months ended November 30, 2021. Backlog as of November 30, 2022 increased 101% to $6,430,000 as compared to a backlog of $3,197,000 as of November 30, 2021.

Cost of Sales. Cost of sales for the nine months ended November 30, 2022 decreased to $3,710,000 from $5,628,000 for the nine months ended November 30, 2021, due to decreased raw materials and labor costs associated with decreased net sales, and decreased rent expense. Expressed as a percentage of net sales, cost of sales increased to 76% for the nine months ended November 30, 2022 from 55% for the nine months ended November 30, 2021.





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Gross Profit. Gross profit for the nine months ended November 30, 2022 decreased to $1,197,000 from $4,680,000 for the nine months ended November 30, 2021, due primarily to lower net sales. Accordingly, gross margins expressed as a percentage of net sales decreased to 24% for the nine months ended November 30, 2022 as compared to 45% for the nine months ended November 30, 2021.

For the nine months ended November 30, 2022, we shipped 39,012 units as compared to 89,512 units shipped during the same period of the prior year. It should be noted that since we manufacture a wide variety of products with an average sales price ranging from a few dollars to several hundred dollars, such periodic variations in our volume of units shipped should not be regarded as a reliable indicator of our performance.

Selling, General & Administrative Expenses. Selling, general, and administrative expenses decreased to $1,535,000 for the nine months ended November 30, 2022 from $1,870,000 for the same period in the prior year. The decrease was primarily due to a decrease in bonus accrual of $200,000 and a decrease in selling expenses of $106,000. During the nine months ended November 30, 2022, selling, general and administrative expenses as a percentage of net sales increased to 31% as compared to 18% for the nine months ended November 30, 2021.

Operating Income/Loss. Operating income (loss) for the nine months ended November 30, 2022 decreased to ($338,000) as compared to operating income of $2,810,000 for the nine months ended November 30, 2021. This decrease is due primarily to decreased net sales as described above.

Other Income. Interest income increased to $20,000 for the nine months ended November 30, 2022 as compared to $0 for the nine months ended November 30, 2021. Interest expense increased to ($82,000) for the nine months ended November 30, 2022 as compared to $(74,000) for the nine months ended November 30, 2021. Dividend income increased to $6,000 for the nine months ended November 30, 2022 as compared to $2,000 for the nine months ended November 30, 2021. Realized gains on investments for the nine months ended November 30, 2022 decreased to $19,000 as compared to $67,000 for the nine months ended November 30, 2021. Unrealized gains on investments for the nine months ended November 30, 2022 were $325,000 as compared to ($7,000) for the nine months ended November 30, 2021. PPP loan forgiveness was $0 in the nine months ended November 30, 2022 as compared to $812,000 for the nine months ended November 30, 2021. Income from the sale of scrap was $644,000 for the nine months ended November 30, 2022 as compared to $357,000 in the nine months ended November 30, 2021.

Net Income. Net income for the nine months ended November 30, 2022 decreased to $594,000 as compared to net income of $3,967,000 for the nine months ended November 30, 2021. This decrease is due primarily to decreased net sales as described above and a decrease in income from PPP loan forgiveness, partially offset by increased unrealized gains and increased income from the sale of scrap.

Liquidity and Capital Resources:

Operating Activities:

Net cash provided by operating activities was $1,605,000 for the nine months ended November 30, 2022 primarily reflecting net income of $594,000, a decrease in accounts receivable of $1,356,000, and depreciation and amortization of $233,000, partially offset by net realized and unrealized gains on investments of $344,000 and an increase in inventories of $224,000.

Net cash provided by operating activities was $3,450,000 for the nine months ended November 30, 2021 primarily reflecting net income of $3,967,000, an increase in accrued expenses and other current and non-current liabilities of $283,000, a decrease in inventories of $204,000 and depreciation and amortization of $193,000, partially offset by PPP loan forgiveness of $812,000, an increase in other assets of $184,000, an increase in accounts receivable of $139,000 and prepaid and other expenses of $63,000.

Investing Activities:

Net cash used in investing activities was ($4,999,000) for the nine months ended November 30, 2022 principally reflecting $2,494,000 in purchases of short-term investments, $1,814,000 in expenditures on construction in progress, $1,241,000 in purchases of marketable securities, and $332,000 in purchases of plant property and equipment, partially offset by $882,000 in proceeds from the sale of marketable securities.

Net cash used in investing activities was ($4,871,000) for the nine months ended November 30, 2021 principally reflecting $4,749,000 in purchases of plant property and equipment and $270,000 in proceeds from the sale of securities, offset by $392,000 in purchases of securities.





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Financing Activities:

Net cash used in financing activities was ($77,000) for the nine months ended November 30, 2022 reflecting $77,000 in principal payments on the mortgage loan.

Net cash provided by financing activities was $2,883,000 for the nine months ended November 30, 2021 principally reflecting $2,940,000 in proceeds from our mortgage loan, partially offset by $57,000 in principal payments on the mortgage loan

We expect our sole sources of liquidity over the next twelve months to be cash from operations, cash and cash equivalents, and short-term investments, if necessary. We anticipate that our capital expenditures required to sustain operations will be approximately $200,000 during the next twelve months and that our cash from operations, cash and cash equivalents, and short-term investments, if necessary, will be sufficient to fund these needs.

At November 30, 2022, February 28, 2022, and November 30, 2021, we had cash and cash equivalents of approximately $617,000, $4,088,000, and $5,247,000, respectively. The decrease for the nine months ended November 30, 2022, was due to purchases of short-term investments, expenditures on construction in progress, and purchases of marketable securities, partially offset by proceeds from the sale of marketable securities, income from operations and scrap income.

At November 30, 2022, February 28, 2022, and November 30, 2021, we had investments in short-term investments of approximately $2,512,000, $0, and $0, respectively.

At November 30, 2022, February 28, 2022, and November 30, 2021, we had investments in marketable securities of approximately $1,387,000, $684,000, and $435,000, respectively.

At November 30, 2022, February 28, 2022, and November 30, 2021, we had working capital of $6,247,000, $7,660,000, and $8,593,000, respectively. The decrease for the nine months ended November 30, 2022 was due primarily to cash used on construction in progress at the new facility.

Based on various factors, including the Company's desire to fully utilize its current net operating loss carryforwards, the Company may seek out acquisitions, additional product lines, and/or invest a portion of its cash into common stocks or higher yielding debt instruments. The Company will continue to consider additional share repurchases under the Company's stock repurchase program subject to market conditions, corporate liquidity requirements and priorities and other factors as may be considered in the Company's sole discretion.

FORWARD-LOOKING STATEMENTS

Some of the statements in this Quarterly Report on Form 10-Q are "forward-looking statements". These forward-looking statements include statements regarding our business, financial condition, results of operations, strategies or prospects. You can identify forward-looking statements by the fact that these statements do not relate strictly to historical or current matters.

Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These factors include those described under the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended February 28, 2022, including those identified below. We do not undertake any obligation to update forward-looking statements, except as required by law.

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





    ·   Loss of, or reduction of business from, substantial clients could hurt our
        business by reducing our revenues, profitability and cash flow.
    ·   Our complex manufacturing processes may lower yields and reduce our
        revenues.
    ·   Our business could be materially and adversely affected if we are unable
        to obtain qualified supplies of raw materials, parts and finished
        components on a timely basis and at a cost-effective price.
    ·   Our inventories may become obsolete and other assets may be subject to
        risks.
    ·   Environmental regulations could require us to incur significant costs.
    ·   Our business is highly competitive and increased competition could reduce
        gross profit margins and the value of an investment in our Company.
    ·   Our operating results may decrease due to the decline of profitability in
        the semiconductor industry.
    ·   We may not achieve the intended effects of our business strategy, which
        could adversely impact our business, financial condition and results of
        operations.




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    ·   Our inability to introduce new products could result in decreased revenues
        and loss of market share to competitors; new technologies could also
        reduce the demand for our products.
    ·   The nature of our products exposes us to potentially significant product
        liability risk.
    ·   We depend on the recruitment and retention of qualified personnel and our
        failure to attract and retain such personnel could seriously harm our
        business.
    ·   Failure to protect our proprietary technologies or maintain the right to
        use certain technologies may negatively affect our ability to compete.
    ·   We cannot guarantee that we will have sufficient capital resources to make
        necessary investments in manufacturing technology and equipment.
    ·   We may make substantial investments in plant and equipment that may become
        impaired.
    ·   While we attempt to monitor the credit worthiness of our customers, we may
        be at risk due to the adverse financial condition of one or more
        customers.
    ·   Our international operations expose us to material risks, including risks
        under U.S. export laws.
    ·   Compliance with regulations regarding the use of "conflict minerals" could
        limit the supply and increase the cost of certain metals used in
        manufacturing our products.
    ·   We are dependent on government contracts, which are subject to
        termination, price renegotiations and regulatory compliance, which can
        increase the cost of doing business and negatively impact our revenues.
    ·   Changes in government policy or economic conditions could negatively
        impact our results.
    ·   Changes in Defense related programs and priorities could reduce the
        revenues and profitability of our business.
    ·   The COVID-19 pandemic may have a material adverse effect on our business,
        cash flows and results of operations.
    ·   Security breaches and other disruptions could compromise the integrity of
        our information and expose us to liability, which would cause our business
        and reputation to suffer.
    ·   Our failure to remediate the material weakness in our internal control
        over financial reporting or our identification of any other material
        weaknesses in the future may adversely affect the accuracy and timing of
        our financial reporting.
    ·   Provisions in our charter documents could make it more difficult to
        acquire our Company and may reduce the market price of our stock.
    ·   The price of our common stock has fluctuated widely in the past and may
        fluctuate widely in the future.
    ·   We cannot guarantee that we will declare future cash dividend payments,
        nor repurchase any shares of our common stock pursuant to our stock
        repurchase program.
    ·   Uncertainty of current economic conditions, domestically and globally,
        could continue to affect demand for our products and negatively impact our
        business.
    ·   Natural disasters, like hurricanes, or occurrences of other natural
        disasters whether in the United States or internationally may affect the
        markets in which our common stock trades, the markets in which we operate
        and our profitability.

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