Twelve Months Ended
                                         11/30/19       11/30/18

Net Sales                                   100.0 %        100.0 %

Cost of goods sold                           54.0 %         62.0 %
Research and Development                      6.7 %          6.1 %

Selling, General, and Administrative 22.3 % 25.6 %


 Cost & Expenses                             83.0 %         93.7 %

Operating Income                             17.0 %          6.3 %

Other income and interest income net 0.5 % 0.5 %



Income before Income Taxes                   17.4 %          6.8 %

Provision for taxes                           2.9 %         (0.1 )%

Net Income                                   14.6 %          6.9 %





The Company designs, manufactures and distributes various types of
microelectronic circuits including solid state relays and power controllers,
optoelectronic components, and sensor and display components and assemblies. The
Company's products are used as components and assemblies in a broad range of
military, space and industrial systems, including aircraft instrumentation and
navigation systems, satellite systems, power supplies, electronic controls,
computers, medical devices, and high-temperature (200o C) products.



The Company's facilities are certified and qualified by the Defense Logistics
Agency (DLA) to MIL-PRF-38534 (class K-space level) and MIL-PRF-19500 JANS
(space level) and are certified to ISO 9001:2008 and AS 9100C. Micropac is a
National Aeronautics and Space Administration (NASA) core supplier, and is
registered to AS9100-Aerospace Industry standard for supplier certification. The
Company has Underwriters Laboratories (UL) approval on our industrial power
controllers.



The Company's core technology is microelectronic and optoelectronic designs to
include the packaging and interconnecting of multi-chip microelectronics
modules. Other technologies include light emitting and light sensitive materials
and products, including light emitting diodes and silicon phototransistors, and
electronic integration used in the Company's optoelectronic components and
assemblies.



Company sales totaled $25,450,000 resulting in an increase of $4,483,000 from
2018. The increase was associated with an increase in sales of standard solid
state relay microelectronic products and two custom medical products.



At November 30, 2019, the Company had a backlog of unfilled orders totaling approximately $22,021,000 compared to approximately $17,132,000 at November 30, 2018 with an increase in bookings of microelectronic standard relays. The Company expects to complete and ship the majority of its November 30, 2019 backlog during fiscal 2020.


New orders for fiscal year 2019 totaled $30,179,000 compared to $25,532,000 for
fiscal 2018. Approximately $11,464,000 of the new orders received in 2019 was
delivered to customers in 2019, along with approximately $13,896,000 of the
Company's $17,132,000 backlog of orders at November 30, 2018 resulting in
revenue of $25,450,000.



Cost of goods sold, as a percentage of net sales, was 54.0% in 2019 compared to 62.0% in 2018 with higher margins from the increase in sales of solid state relay microelectronic products. In actual dollars, cost of sales increased $752,000 for 2019 versus 2018 with an increase in cost due to higher sales.



10





In 2019, the Company's investment in technology through research and
development, which was expensed, totaled approximately $1,707,000 ($1,271,000 in
2018). The Company's research and development expenditures were directed
primarily toward standard proprietary power management products, including
industrial power controllers and DC-DC converters, fiber optic transceivers,
high voltage optocouplers and continued product development and improvement
associated with the Company's space level and other high reliability products.



In addition to the Company's investment in research and development, various
customers paid the Company approximately $2,326,000 in non-recurring engineering
revenue with $1,716,000 recorded within cost of goods sold associated with the
development of custom products for specific applications.



Selling, general, and administrative expenses totaled 22.3% of net sales in 2019
compared to 25.6% in 2018. In dollars expensed, selling, general and
administrative expenses totaled $5,673,000 in 2019 as compared to $5,384,000 in
2018, an increase or $289,000 with the addition of outside sales employees

and
associated travel expense.


Other income and net interest income for fiscal 2019 totaled $122,000 compared to $111,000 for fiscal 2018.

Income before taxes for fiscal 2019 was approximately $4,439,000, or 17.4% of net sales, compared to $1,422,000, or 6.8% of net sales in fiscal 2018.





Provisions for income tax for fiscal 2019 totaled $726,000 compared to a tax
benefit of $(19,000) for fiscal 2018. The Company's effective income tax rate
was 16.5% for the year ended November 30, 2019 and (1.3)% for the year ended
November 30, 2018. The effective tax rate in 2018 is associated with a R&D tax
credit of $390,000 offset by a $52,000 change related to the change in tax

law
in 2018.


Net income totaled approximately $3,713,000 or $1.44 per share in 2019 versus 2018 net income of $1,441,000 or $0.56 per share.

Liquidity and Capital Resources





On April 23, 2018, the Company renewed the Loan Agreement with a Texas banking
institution. The Loan Agreement provides for revolving credit loans, in amounts
not to exceed a total principal balance of $6,000,000. The Loan Agreement also
contains financial covenants to maintain at all times including (i) minimum
working capital of not less than $4,000,000, (ii) a ratio of senior funded debt,
minus the Company's balance sheet cash on hand to the extent in excess of
$2,000,000 to EBITDA of not more than 3.0 to 1.0, and (iii) a ratio of free cash
flow to debt service of not less than 1.2 to 1.0. The Company has not, to date,
drawn any amounts under the revolving line of credit and is currently in
compliance with the financial covenants.



The Company provided $3,944,000 of cash from operating activities in 2019
compared to the $1,674,000 of cash provided by operating activities in 2018. The
increase in net cash provided by operations is due to higher revenues in 2019.
The Company used $249,000 in cash for investment in additional manufacturing
equipment in 2019 compared to $293,000 in 2018.



The Company issued a dividend payment of $0.10 per share to all shareholders of
record for each of the last two years. The total dividend payment was $258,000
per year.



As of November 30, 2019, the Company had $13,890,000 in cash and cash
equivalents compared to $10,483,000 in cash and cash equivalents on November 30,
2018. The Company held $2,089,000 in short term investments at November 30, 2019
and $2,058,000 at November 30, 2018. The Company anticipates that it will use
some of this cash for the construction of a new manufacturing center. In
addition, the Company continues on-going investigations for the use of
cumulative cash for business expansion and improvements, such as operational
improvements, new product expansion, facility upgrades, and acquisition
opportunities.



Company management believes it will meet its 2019 capital requirements through the use of cash derived from operations for the year and/or usage of the Company's cash and cash equivalents. There were no significant outstanding commitments for equipment purchases or improvements at November 30, 2019.

Off-Balance Sheet Arrangements

The Company has no significant off-balance sheet arrangements.





Critical Accounting Policies



11





Revenue Recognition



On May 28, 2014, the Financial Accounting Standards Board (FASB) issued
Accounting Standard Update (ASU) No. 2014-09, Revenue from Contracts with
Customers (Topic 606), which requires an entity to recognize the amount of
revenue to which it expects to be entitled for the transfer of promised goods
and services to customers. The ASU replaces most existing revenue recognition
guidance in the United States. The standard permits the use of either the full
retrospective or modified retrospective transition method.



Based on a review of its customer contracts, the Company has determined that
revenue on the majority of its customer contracts will continue to be recognized
at a point in time, generally upon shipment of products, consistent with the
Company's historical revenue recognition model.



The core principle of the guidance in Topic 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

To achieve that core principle, the Company applied the following steps:

1. Identify the contract(s) with a customer.





The Company designs, manufactures and distributes various types of
microelectronic circuits, optoelectronics, and sensors and displays. The
Company's products are used as components and assemblies in a broad range of
military, space and industrial systems, including aircraft instrumentation and
navigation systems, satellite systems, power supplies, electronic controls,
computers, medical devices, and high-temperature (200oC) products.



The Company's revenues are from purchase orders and/or contracts with customers
associated with manufacture of products. We account for a contract when it has
approval and commitment from both parties, the rights of the parties are
identified, payment terms are identified, the contract has commercial substance
and collectability of consideration is probable.



2. Identify the performance obligations in the contract.

The majority of the Company's purchase orders or contracts with customers contain a single performance obligation, the shipment of products.

3. Determine the transaction price.





The transaction price reflects the Company's expectations about the
consideration it will be entitled to receive from the customer at a fixed price
per unit shipped based on the terms of the contract or purchase order with the
customer. To the extent our actual costs vary from the fixed price that was
negotiated, we will generate more or less profit or could incur a loss.



4. Allocate the transaction price to the performance obligations in the contract.

5. Recognize revenue when (or as) the Company satisfies a performance obligation.



This performance obligation is satisfied when control of the product is
transferred to the customer, which occurs upon shipment or delivery. The Company
receives purchase orders for products to be delivered over multiple dates that
may extend across reporting periods. The Company accounting policy treats
shipping and handling activities as a fulfillment cost. The Company invoices for
each delivery upon shipment and recognizes revenues at the fixed price for each
distinct product delivered when transfer of control has occurred, which is
generally upon shipment.



For certain contracts under which the Company produces products with no
alternative use and for which the Company has an enforceable right to payment
during the production cycle, the Company recognizes revenue for the cost
incurred of work in process plus a margin at the end of each period and records
a contract asset (unbilled receivable). The majority of these products are
shipped weekly and monthly to the customer and the contract require us to manage
and limit the level of work in process to meet the scheduled delivery dates.



In addition, the Company may have a contract or purchase order to provide a
non-recurring engineering service to a customer. These contracts are reviewed
and performance obligations are determined and we recognize revenue at the point
in time in which each performance obligation is fully satisfied.



Effective as of the beginning of the first quarter of fiscal 2019, we adopted Topic 606 using the modified retrospective



12





method and recognized a cumulative effect adjustment to retained earnings based
on any open contracts at that time for which revenue recognition has changed
from a point-in-time recognition model to an over-time recognition model. While
the impact to net sales and net income was not material to our results of
operations, the future impact of Topic 606 is dependent on the mix and nature of
specific customer contracts.

Upon adoption, we recognized an increase in retained earnings of $55,000. The details of the adjustment to retained earnings upon adoption as well as the effects of the balance sheet are as follows:



                                               Balance at                                         Balance at
                                                                     Adjustment due to
Assets                                     November 30, 2018             Topic 606             December 1, 2018
  Contract assets                         $                0        $          242            $            242
  Work in process                         $            1,985        $         (173 )          $          1,812
      Deferred income tax net             $               57        $          (15 )          $             42
Shareholder equity
  Retained Earnings                       $           24,800        $           55            $         24,855



The following table summarize the effects of the new standard on selected line
items within the Company's Condensed Statement of Operations for three months
and year ended November 30, 2019.

                      Three months ended November 30, 2019

                                                               Balance without
                                                                 adoption of
                                           As Reported            Topic 606             Effect of change
Net sales                                 $      7,484        $       7,515           $            31
Cost of goods sold                        $     (3,615 )      $      (3,597 )         $           (18 )
Income before taxes                       $      1,829        $       1,842           $            13
Income tax                                $        362        $         365           $             3
Net Income                                $      1,468        $       1,478           $            10




                          Year ended November 30, 2019

                                        Balance without adoption of
                       As Reported               Topic 606              Effect of change
Net sales             $     25,450     $                  24,931       $          (519 )
Cost of goods sold    $    (13,753 )   $                 (14,105 )     $           352
Income before taxes   $      4,439     $                   4,272       $          (167 )
Income tax            $        726     $                     691       $           (35 )
Net Income            $      3,713     $                   3,581       $          (132 )




Disaggregation of Revenue

The following table summarizes the Company's net sales by product line.



                                  Nov. 30, 2019     Nov. 30, 2018
Microelectronics                $       8,037     $       5,395
Optoelectronics                         6,356             5,419
Sensors and Displays                   11,057            10,153
                                $      25,450     $      20,967

Timing of revenue recognition
Recognized at a point in time   $      24,931     $      20,967
Recognized over time                      519                -
  Total Revenue                 $      25,450     $      20,967

The following table summarizes the Company's net sales by major market.



13







                                   2019 Sales by Major Market
                             Military        Space        Medical        Commercial        Total
Domestic Direct               6,517        1,777          4,220             1,730       14,244
Domestic Distribution         7,705          210            120               471        8,507
International                   358        2,003             -                338        2,699
                             14,580        3,990          4,341             2,539       25,450

                                   2018 Sales by Major Market
                           Military        Space        Medical        Commercial        Total
Domestic Direct               8,024        2,285          1,881             1,360       13,550
Domestic Distribution         4,964          178             -                254        5,396
International                   535        1,383             -                103        2,021
                             13,523        3,846          1,881             1,717       20,967





Receivables, net, Contract Assets and Contract Liabilities

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the Consolidated Balance Sheet.


Receivables, net, contract assets and contract liabilities were as follows:




                     November 30, 2019     November 30, 2018
Receivables, net               3,382                 3,772
Contract assets                  519                   243
Deferred Revenue                 390                 1,238



Revenue recognized in 2019 that was included in the deferred revenue liability balance at the beginning of the year was $1,024,000.





Contract costs



The Company does not have material incremental costs to obtain a contract in the
form of sales commissions or bonuses. The Company incurs other immaterial costs
to obtain and fulfill a contract; however, the Company has elected the practical
expedient under ASC 340-40-24-4 to recognize all incremental costs to obtain a
contract as an expense when incurred if the amortization period is one year

or
less.



Inventories



Inventories are stated at lower of cost or net realizable value and include
material, labor and manufacturing overhead. All inventories are valued using the
FIFO (first-in, first-out) method of inventory valuation. The Company determines
the need to write inventory down to the lower of cost or net realizable value
via an analysis based on the usage of inventory over a three year period and
projected usage based on current backlog.



Income Taxes



The Company accounts for income taxes using the asset and liability method.
Under this method the Company records deferred income taxes for the temporary
differences between the financial reporting basis and the tax basis of assets
and liabilities at enacted tax rates expected to be in effect when such amounts
are realized or settled. The resulting deferred tax liabilities and assets are
adjusted to reflect changes in tax law or rates in the period that includes

the
enactment date.


The Company records a liability for an unrecognized tax benefit for a tax position that is not "more-likely-than-not" to be sustained. The Company did not record any liability for uncertain tax positions as of November 30, 2019.


On December 22, 2017, the Tax Cuts and Jobs Act (the "Tax Act") was signed into
United States tax law, which among other provisions lowered the corporate tax
rate to 21%.


In December 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin ("SAB") 118 to provide



14





guidance for companies that allows for a measurement period of up to one year
after the enactment date of the Tax Act to finalize the recording of the related
tax impacts under ASC 740. In accordance with SAB 118, a company must reflect
the income tax effect of those aspects of the Tax Act for which the accounting
under ASC 740 is complete. To the extent that a company's accounting for certain
income tax effects of the Tax Act is incomplete but it is able to determine a
reasonable estimate, the company must record a provisional estimate in the
financial statements.



ASC 740 requires the effects of changes in tax rates and laws on deferred tax
balances to be recognized in the period in which the legislation is enacted.
Consequently, as of the date of enactment, and during the twelve months ended
November 30, 2018, we revalued all deferred tax assets and liabilities at the
newly enacted Federal corporate US income tax rate. This revaluation as of
enactment resulted in a non-cash provision of $77,000 to income tax expense and
a corresponding reduction in the net deferred tax asset.



New Accounting Pronouncements





In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit
Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which
changes the impairment model for most financial assets. The ASU requires the use
of an "expected loss" model for instruments measured at amortized cost, in which
companies will be required to estimate the lifetime expected credit loss and
record an allowance to offset the amortized cost basis, resulting in a net
presentation of the amount expected to be collected on the financial asset. The
new guidance is effective for fiscal years beginning after December 15, 2019,
including interim periods within those fiscal years and requires a
modified-retrospective approach to adoption. The Company believes that adopting
ASU 2016-13 will have no material impact on the financial statements and related
disclosures.

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