FORWARD-LOOKING STATEMENTS





We discuss expectations regarding our future performance, such as our business
outlook, in our annual and quarterly reports, news releases, and other written
and oral statements. These "forward-looking statements" are based on currently
available competitive, financial and economic data and our operating plans. They
are inherently uncertain, and investors must recognize that events could turn
out to be significantly different from our expectations and could cause actual
results to differ materially. These factors include, among other considerations,
general economic and business conditions; political, regulatory, tax,
competitive and technological developments affecting our operations or the
demand for our products; the duration and scope of the COVID-19 pandemic; the
extent and duration of the pandemic's adverse effect on economic and social
activity, consumer confidence, discretionary spending and preferences, labor and
healthcare costs, and unemployment rates, any of which may reduce demand for
some of our products and impair the ability of those with whom we do business to
satisfy their obligations to us; our ability to sell and provide our services
and products, including as a result of continued pandemic related travel
restrictions, mandatory business closures, and stay-at home or similar orders;
any temporary reduction in our workforce, closures of our offices and facilities
and our ability to adequately staff and maintain our operations resulting from
the pandemic; the ability of our customers and suppliers to continue their
operations as result of the pandemic, which could result in terminations of
contracts, losses of revenue; the recovery of the Electronics/ Microelectronics
and Medical markets following COVID-19 related slowdowns; and further adverse
effects to our supply chain; maintenance of increased order backlog, including
effects of any COVID-19 related cancellations; the imposition of tariffs; timely
development and market acceptance of new products and continued customer
validation of our coating technologies; adequacy of financing; capacity
additions, the ability to enforce patents; maintenance of operating leverage;
maintenance of increased order backlog; consummation of order proposals;
completion of large orders on schedule and on budget; continued sales growth in
the medical and alternative energy markets; successful transition from primarily
selling ultrasonic nozzles and components to a more complex business providing
complete machine solutions and higher value subsystems; and realization of
quarterly and annual revenues within forecasted range of sales guidance.



We undertake no obligation to update any forward-looking statement.





Overview



Founded in 1975, Sono-Tek Corporation designs and manufactures ultrasonic
coating systems that apply precise, thin film coatings to a multitude of
products for the microelectronics/electronics, alternative energy, medical and
industrial markets, including specialized glass applications in construction and
automotive. We also sell our products to emerging research and development and
other markets. We have invested significant resources to enhance our market
diversity by leveraging our core ultrasonic coating technology. As a result, we
have increased our portfolio of products, the industries we serve and the
countries in which we sell our products.



Our ultrasonic nozzle systems use high frequency, ultrasonic vibrations that
atomize liquids into minute drops that can be applied to surfaces at low
velocity providing thin layers of functional or protective materials over a
surface such as glass or metals. Our solutions are environmentally-friendly,
efficient and highly reliable. They enable dramatic reductions in overspray,
savings in raw materials, water and energy usage and provide improved process
repeatability, transfer efficiency, high uniformity and reduced emissions.



We believe product superiority is imperative and that it is attained through the
extensive experience we have in the coatings industry, our proprietary
manufacturing know-how and skills and the unique work force we have built over
the years. Our growth strategy is to leverage our innovative technologies,
proprietary know-how, unique talent and experience, and global reach to further
advance the use of ultrasonic coating technologies for the microscopic coating
of surfaces in a broader array of applications that enable better outcomes for
our customers' products and processes.



We are a global business with approximately 64% of our sales generated from
outside the United States and Canada in the first six months of fiscal 2022. Our
direct sales team and our distributor and sales representative network are
located in North America, Latin America, Europe and Asia. We continue to expand
our sales capabilities by increasing the size of our direct sales force and
adding new distributors and sales representatives ("reps"). In addition, we have
established testing labs at our distribution partner sites in China, Taiwan,
Germany, Turkey, Korea and Japan, while also expanding our first testing lab
that is co-located with our manufacturing facilities in New York. These labs
provide significant value for demonstrating to prospective customers the
capabilities of our equipment and enabling us to develop custom solutions to
meet their needs. Providing customers visiting our labs with a high level of
application engineering expertise to develop their unique coating processes is
our focus, as we continually expand Sono-Tek's services to best support the

needs of our customers.



                                      12





Over the last decade, we have shifted our business from primarily selling our
ultrasonic nozzles and components to a more complex business providing complete
machine solutions and higher value subsystems to original equipment
manufacturers ("OEMs"). This strategy has resulted in significant growth of our
average unit selling price; with our larger machines often selling for over
$300,000 and system prices sometimes reaching over $1,000,000. As a result of
this transition, we have broadened our addressable market and we believe that we
can grow sales on a larger scale. We expect that we will experience wide
variations in both order flow and shipments from quarter to quarter.



Second Quarter Fiscal 2022 Highlights (compared with the second quarter of
fiscal 2021 unless otherwise noted) We refer to the three-month periods ended
August 31, 2021 and 2020 as the second quarter of fiscal 2022 and fiscal 2021,
respectively.


· Net sales were $4,070,000, up 17% or $589,000, driven by increased sales of OEM

systems to the China market.

· Gross Profit increased 28% to $2,074,000 due to higher sales and product mix.

· Gross Margin expanded 440 basis points to 51.0% primarily due to product mix.

· Operating income increased 123% to $449,000 due to the increase in gross

profit, partially offset by increases in operating expenses.

· Income before taxes increased 125% to $456,000.

· Backlog on August 31, 2021 reached a record high of $6,332,000, an increase of

45% compared with backlog of $4,380,000 on May 31, 2021 (the end of the fiscal

Q1) and increased 64% compared to backlog of $3,851,000 on February 28, 2021.






First Half Fiscal 2022 Highlights (compared with the first half of fiscal 2021
unless otherwise noted) We refer to the six-month periods ended August 31, 2021
and 2020 as the first half of fiscal 2022 and fiscal 2021, respectively.



· Net Sales were $7,715,000, an increase of 12%, primarily driven by strength in

the semiconductor and electronic diagnostic coating markets.

· Gross Profit increased 23% to $3,898,000 due to higher sales and product mix.

· Gross Margin expanded 440 basis points to 50.5% primarily due to product mix

and lower than expected warranty and installation costs.

· Operating Income increased 105% to $791,000 due to the increase in gross

profit, partially offset by increases in operating expenses.

· Income before taxes increased 94% to $802,000, excluding the benefit from PPP

loan forgiveness of $1.0 million.

· As of August 31, 2021, the Company had no outstanding debt.






RESULTS OF OPERATIONS



Sales:



Product Sales

                          Three Months Ended                                           Six Months Ended
                              August 31,                      Change                      August 31,                       Change
                         2021            2020             $             %            2021            2020              $              %

Fluxing Systems $ 117,000 $ 94,000 23,000 24% $ 476,000 $ 438,000

           38,000           9%
Integrated Coating
Systems                   565,000         673,000       (108,000 )       

(16% ) 720,000 1,849,000 (1,129,000 ) (61% ) Multi-Axis Coating Systems

                 1,891,000       1,985,000        (94,000 )        (5% )     3,970,000       2,898,000        1,072,000          37%
OEM Systems               845,000         232,000        613,000         264%       1,171,000         654,000          517,000          79%
Other                     652,000         497,000        155,000          31%       1,378,000       1,070,000          308,000          29%
TOTAL                 $ 4,070,000     $ 3,481,000        589,000          17%     $ 7,715,000     $ 6,909,000          806,000          12%




Sales growth of 17% during the second quarter of fiscal 2022 was primarily
driven by a significant shipment of multi-axis coating systems used to coat
electronic diagnostic devices for rapid COVID-19 test kits, as well as strong
sales of OEM systems used in the Semiconductor and Spray Fluxing markets. The
sales increases in these product lines more than offset the decrease in
Integrated Coating Systems sales, which were lower due to the shipment of a
large integrated coating machine in last year's first quarter.



                                      13





Market Sales

                                   Three Months Ended                                         Six Months Ended
                                       August 31,                     Change                     August 31,                     Change
                                  2021            2020             $            %           2021            2020             $           %

Electronics/Microelectronics $ 1,448,000 $ 811,000 637,000


     79%     $ 3,707,000     $ 3,051,000       656,000        22%
Medical                          1,097,000         961,000        136,000        14%       1,814,000       1,653,000       161,000        10%
Alternative Energy                 957,000         826,000        131,000        16%       1,389,000       1,221,000       168,000        14%
Emerging R&D and Other             269,000         479,000       (210,000 )     (44% )       435,000         516,000       (81,000 )     (16% )
Industrial                         299,000         404,000       (105,000 )     (26% )       370,000         468,000       (98,000 )     (21% )
TOTAL                          $ 4,070,000     $ 3,481,000        589,000        17%     $ 7,715,000     $ 6,909,000       806,000        12%




Sales to the Electronics market recorded significant growth of 79% in the second
quarter, primarily driven by strong sales to China for our OEM systems which are
used in the semiconductor market, and continued acceleration of Sono-Tek
products for coating electronic diagnostic devices used in rapid COVID-19 test
kits. The Alternative Energy market was also strong with growing investments in
the clean energy sector from both government and private industry driving demand
for Sono-Tek machines for coating membranes used in fuel cells and carbon
capture applications.



Geographic Sales

                         Three Months Ended                                            Six Months Ended
                             August 31,                       Change                      August 31,                      Change
                        2021            2020              $             %            2021            2020             $             %

U.S. & Canada $ 1,553,000 $ 2,156,000 (603,000 ) (28% ) $ 2,781,000 $ 2,911,000 (130,000 ) (4% ) Asia Pacific (APAC)

                 1,631,000         455,000       1,176,000         258%       2,853,000       2,377,000        476,000          20%
Europe, Middle
East, Asia (EMEA)        593,000         767,000        (174,000 )       (23% )     1,436,000       1,198,000        238,000          20%
Latin America            293,000         103,000         190,000        

184% 645,000 423,000 222,000 52% TOTAL

$ 4,070,000     $ 3,481,000         589,000          17%     $ 7,715,000     $ 6,909,000        806,000          12%




In the first half of fiscal 2022, approximately 64% of sales originated outside
of the United States and Canada compared with 58% in the first half of fiscal
2021.


In the second quarter of fiscal 2022, approximately 62% of sales originated outside of the United States and Canada compared with 38% in the second quarter of fiscal 2021.





Strong sales in Q2 FY2022 were primarily driven from APAC, reflecting the
transition of several countries emerging from COVID-19 lockdowns to bring their
manufacturing operations back online. APAC shipments during the second quarter
included both a newly developed medical device coating machine for implantable
devices and several stent coating machines to China, a newly developed EMI
coating system to Singapore, and a repeat order for our latest balloon catheter
coating machine that was shipped to Japan.



Sales to the U.S. & Canada dipped in Q2 FY2022, primarily due to the shipment of
a large float glass coating line in Q2 FY2021, which did not repeat in Q2
FY2022. Sales of large industrial float glass machines typically varies from
period to period.



Sono-Tek continues to adapt and refocus its sales efforts to those countries
that are operational during COVID-19 peaks and dips. This strategy has been
helpful in softening the impact of the pandemic on the Company's operations and
will continue to be part of Sono-Tek's go-to-market strategy for the foreseeable
future.



Gross Profit:

                         Three Months Ended                                          Six Months Ended
                             August 31,                      Change                     August 31,                      Change
                        2021            2020             $            %            2021            2020             $            %

Net Sales            $ 4,070,000     $ 3,481,000       589,000          17%     $ 7,715,000     $ 6,909,000       806,000          12%
Cost of Goods Sold     1,996,000       1,860,000       136,000           7%       3,817,000       3,727,000        90,000           2%
Gross Profit         $ 2,074,000     $ 1,621,000       453,000          28%     $ 3,898,000     $ 3,182,000       716,000          23%


 Gross Profit %            51.0%           46.6%                                      50.5%           46.1%




For the second quarter of fiscal 2022, gross profit increased $453,000, or 28%,
compared with the second quarter of fiscal 2021. The gross profit margin was
51.0% compared with 46.6% for the prior year period. The improvement in the
gross profit margin is due to increased sales combined with higher sales
margins.

                                      14





Gross profit increased $716,000, or 23%, to $3,898,000 for the first half of
fiscal 2022 compared with $3,182,000 in the first half of fiscal 2021. The gross
profit margin was 50.5% compared with 46.1% for the prior year period. The
improvement in the gross profit margin is due to increased sales combined with
higher sales margins.



Operating Expenses:

                         Three Months Ended                                          Six Months Ended
                             August 31,                      Change                     August 31,                      Change
                        2021            2020             $            %            2021            2020             $            %
Research and
product
development          $   412,000     $   424,000       (12,000 )        (3% )   $   827,000     $   835,000        (8,000 )        (1% )
Marketing and
selling                  740,000         682,000        58,000           9%       1,504,000       1,389,000       115,000           8%
General and
administrative           473,000         314,000       159,000          51%         776,000         572,000       204,000          36%
Total Operating
Expenses             $ 1,625,000     $ 1,420,000       205,000          14%     $ 3,107,000     $ 2,796,000       311,000          11%



Research and Product Development:



Research and product development costs decreased in the second quarter of fiscal
2022 due to decreased salaries and related costs. In the second quarter of
fiscal 2022, some of our personnel, previously assigned to research and
development projects, were assigned to specific customer sales orders and the
associated costs were recorded in inventory, as incurred.



Marketing and Selling:


Marketing and selling costs increased in the second quarter of fiscal 2022 due
to increases in commissions, salaries and travel expenses. These increases were
partially offset by decreased trade show expenses as a result of the COVID-19
outbreak.



Marketing and selling costs increased in the first half of fiscal 2022 due to
increased commission expense. This increase was partially offset by decreased
trade show expenses in the first half of fiscal 2022.



In the second quarter of fiscal 2022, we expended approximately $163,000 for
commissions as compared with $117,000 for the second quarter of fiscal 2021, an
increase of $46,000. In the first half of fiscal 2022, we expended approximately
$387,000 for commissions as compared with $247,000 for the first half of fiscal
2021, an increase of $140,000. The increase in commission expense in the first
quarter and second half of fiscal 2022 is due to an increase in external
commission expense.



General and Administrative:

In the second quarter of fiscal 2022 and first half of fiscal 2022 we
experienced increases in salaries, professional fees, corporate expenses and
stock- based compensation expense. In August 2021, the Company's stock was
approved for listing on the Nasdaq Capital Market. In the second quarter of
fiscal 2022, the Company expensed $75,000 in application and entry fees related
to its listing on the Nasdaq Capital Market.



Operating Income:


Our operating income increased $248,000, to $449,000 in the second quarter of
fiscal 2022 compared with $201,000 for the second quarter of fiscal 2021. Growth
in revenue and gross profit were key factors in the improvement of operating
income partially offset by increases in operating expenses in the second quarter
of fiscal 2022. Operating margin for the quarter increased to 11% compared with
5.8% in the prior year period.



For the first half of fiscal 2022, operating income increased $405,000, to
$791,000 compared with $386,000 for the first half of fiscal 2021. Growth in
revenue and gross profit were key factors in the improvement of operating income
partially offset by increases in operating expenses income in the first half of
fiscal 2022. Operating margin for the first half of fiscal 2022 increased to
10.3% compared with 5.6% in the first half of fiscal 2021.



Interest and Dividend Income:



Interest and dividend income increased $5,000 to $8,000 in the second quarter of
fiscal 2022 as compared with $3,000 for the second quarter of fiscal 2021. In
the first half of fiscal 2022 interest and dividend income decreased $14,000 to
$11,000 as compared with $25,000 for the first half of fiscal 2021. The decrease
in the first half of fiscal 2022 is due to the decline in market rates. Our
present investment policy is to invest excess cash in highly liquid, lower risk
US Treasury securities. At August 31, 2021, the majority of our holdings are
rated at or above investment grade.



                                      15





Income Tax Expense:

We recorded income tax expense of $112,000 for the second quarter of fiscal 2022
compared with $25,000 for the second quarter of fiscal 2021. For the first half
of fiscal 2022 we recorded income tax expense of $197,000 compared with $67,000
for the first half of fiscal 2021.



The increase in income tax expense in the second quarter and first half of fiscal 2022 is due to a decrease in available research and development tax credits combined with the increase in income before taxes.

Paycheck Protection Program Loan Forgiveness:


During fiscal 2021, we entered into a loan transaction pursuant to which we
received proceeds of $1,001,640 (the "PPP Loan") under the Paycheck Protection
Program ("PPP"). The PPP, established as part of the Coronavirus Aid, Relief and
Economic Security Act ("CARES Act"), provides for loans to qualifying companies
and is administered by the U.S. Small Business Administration (the "SBA").



The PPP Loan was evidenced by a promissory note (the "Note"), between the
Company and M&T Bank, (the "Bank"). The Note had a two-year term, accrued
interest at the rate of 1.0% per annum, and was prepayable at any time without
payment of any premium. No payments of principal or interest were due during the
six-month period beginning on the date of the Note. Beginning on the seventh
month following the date of the Note, we were required to make 18 monthly
payments of principal and interest in the amount of $56,370.



Under the terms of the CARES Act, PPP Loan recipients can apply for and be
granted forgiveness for all or a portion of loan granted under the PPP, with
such forgiveness to be determined, subject to limitations, based on the use of
the loan proceeds for payment of payroll costs and any payments of mortgage
interest, rent, and utilities. However, at least 75 percent of the PPP Loan
proceeds must be used for eligible payroll costs. The terms of any forgiveness
may also be subject to further requirements in any regulations and guidelines
the SBA may adopt.



The Company applied for forgiveness of the PPP Loan in December 2020. On April
1, 2021, the Company received notice from the Bank that the Bank had received
confirmation from the SBA that the application for forgiveness of the PPP Loan
had been approved. The loan forgiveness request in the amount of $1,001,640 was
applied to the Company's entire outstanding PPP Loan balance with the Bank.



During the six months ended August 31, 2021, the Company recorded a gain on the
forgiveness of the PPP Loan and accrued interest in the amount of $1,005,372.
The gain on the forgiveness of the PPP Loan is a non-taxable event.



Net Income:



Net income increased by $166,000 to $344,000 for the second quarter of fiscal
2022 compared with $178,000 for the second quarter of fiscal 2021. The increase
in net income during the second quarter is a result of an increase in operating
income offset by an increase in income taxes.



Net income increased by $1,265,000 to $1,611,000 for the first half of fiscal
2022 compared with $346,000 for the first half of fiscal 2021. The increase in
net income in the first half of fiscal 2022 is a result of an increase in
operating income combined with the PPP Loan forgiveness offset by an increase in
income taxes.



Impact of COVID-19



In December 2019, the COVID-19 outbreak occurred in China and has since spread
to other parts of the world. On March 11, 2020, the World Health Organization
declared COVID-19 to be a global pandemic and recommended containment and
mitigation measures. On March 13, 2020, the United States declared a national
emergency concerning the outbreak. Along with these declarations, extraordinary
and wide-ranging actions have been taken by international, federal, state, and
local public health and governmental authorities to contain and combat the
outbreak and spread of COVID-19 in regions across the United States and the
world. These actions include quarantines, social distancing and "stay-at-home"
orders, travel restrictions, mandatory business closures and other mandates that
have substantially restricted individuals' daily activities and curtailed or
ceased many businesses' normal operations.



In response to the pandemic and these actions, we began implementing changes in our business in March 2020 to protect our employees and customers:

· We implemented social distancing and other health and safety protocols.

· We have flexed the workforce in our manufacturing operations based on business

needs, including the addition of a second shift and the implementation of

remote, alternative and flexible work arrangements.

· We have enhanced cleaning and sanitary procedures.




                                      16




· We temporarily eliminated domestic and international travel.

· We restricted access to our facilities to only employees and essential


   non-employees with strict protocols.




While all of these measures have been necessary and appropriate, they may result
in additional costs and may adversely impact our business and financial
performance. As our response to the pandemic evolves, we may incur additional
costs and will potentially experience adverse impacts to our business, each of
which may be significant. In addition, an extended period of remote work
arrangements could impair our ability to effectively manage our business, and
introduce additional operational risks, including, but not limited to,
cybersecurity risks and increased vulnerability to security breaches,
cyber-attacks, computer viruses, ransomware, or other similar events and
intrusions. We may experience, decreases in demand and customer orders for our
products in all sales channels, as well as temporary disruptions and closures of
our facilities due to decreased demand and government mandates.



COVID-19 has also impacted various aspects of the supply chain as our suppliers
experience similar business disruptions due to operating restrictions from
government mandates. We continue to monitor procurement of raw materials and
components used in the manufacturing, distribution and sale of our products, but
continued disruptions in the supply chain due to COVID-19 may cause difficulty
in sourcing materials or unexpected shortages or delays in delivery of raw
materials and components, and may result in increased costs in our supply chain.



We have implemented plans to reduce spending in certain areas of our business,
including reductions or delays in capital expenditures, reduced trade show
participation costs, reduced travel expenditures and may need to take additional
actions to reduce spending in the future.



We are closely monitoring and assessing the impact of the pandemic on our
business. The extent of the impact on our results of operations, cash flow,
liquidity, and financial performance, as well as our ability to execute near-
and long-term business strategies and initiatives, will depend on numerous
evolving factors and future developments, which are highly uncertain and cannot
be reasonably predicted.



Given the inherent uncertainty surrounding COVID-19, the pandemic may continue
to have an adverse impact on our business in the near term. Should these
conditions persist for a prolonged period, the COVID-19 pandemic, including any
of the above factors and others that are currently unknown, may have a material
adverse effect on our business, results of operations, cash flow, liquidity, and
financial condition.


Liquidity and Capital Resources





Working Capital - Our working capital increased $728,000 to $9,630,000 at August
31, 2021 from $8,902,000 at February 28, 2021. The increase in working capital
was mostly the result of the current period's net income and noncash charges
partially offset by purchases of equipment.



The Company aggregates cash and cash equivalents and marketable securities in
managing its balance sheet and liquidity. For purposes of the following
analysis, the total is referred to as "Cash." At August 31, 2021 and February
28, 2021, our working capital included:



                            August 31,       February 28,              Cash
                               2021              2021           Increase (Decrease)
Cash and cash equivalents   $ 6,143,000     $    4,084,000     $           2,059,000
Marketable securities         3,554,000          4,563,000                (1,009,000 )
Total                       $ 9,697,000     $    8,647,000     $           1,050,000



The following table summarizes the accounts and the major reasons for the $1,050,000 increase in "Cash":





                                     Impact on Cash                    Reason
Net income, adjusted for
non-cash items                      $        845,000
Accounts receivable decrease                 276,000      Timing of cash receipts.
Inventories increase                        (288,000 )    Required to support backlog.
Equipment purchases                         (147,000 )    Equipment and facilities upgrade.
Customer deposits increase                   750,000      Received for new orders.
Accounts payable and accrued
expenses decrease                           (563,000 )    Timing of disbursements.
Taxes payable increase                       150,000      Timing of disbursements.
Other - net                                   27,000      Timing of disbursements.
Net increase in cash                $      1,050,000




                                      17




Stockholders' Equity - Stockholders' Equity increased $1,651,000 from $10,951,000 at February 28, 2021 to $12,602,000 at August 31, 2021. The increase is a result of the current period's net income of $1,610,000 and $41,000 in additional equity related to stock-based compensation awards.





Operating Activities - We generated $1,197,000 of cash in our operating
activities in the first half of fiscal 2022 compared with using $782,000 of cash
in the first half of fiscal 2021. The increase in cash generated by operating
activities was mostly the result of a decrease in accounts receivable and
increases in customer deposits and income taxes payable. These sources of cash
were partially offset by an increase in inventories and decreases in accounts
payable and accrued expenses.



Investing Activities - For the first half of fiscal 2022, our investing
activities generated $862,000 of cash compared with $176,000 in the first half
of fiscal 2021. For the first halves of fiscal years 2022 and 2021, we used
$147,000 and $290,000, respectively, for the purchase or manufacture of
equipment, furnishings and leasehold improvements. For the first half of 2022,
our marketable securities provided $1,009,000 compared with $367,000 in the
first half of fiscal 2021.



In the second quarter of fiscal 2021, we received $100,000 in grant proceeds
from the utility which provides our electricity as a result of our completion of
certain energy efficiency related improvements.



Financing Activities - In the first halves of fiscal years 2022 and 2021, we used $0 and $84,000, respectively, for the repayment of our note payable.

During the first half of fiscal 2021, we borrowed $1,001,640 from a bank under the Paycheck Protection Program.





Net Increase in Cash and Cash Equivalents - In the first half of fiscal 2022,
our cash balance increased by $2,059,000 as compared to $312,000 in the first
half of 2021. In the first half of fiscal 2022, our operating activities
generated $1,197,000 of cash and our marketable securities generated $1,009,000
of cash. In addition, we used $147,000 for the purchase or manufacture of
equipment, furnishings and leasehold improvements.



Critical Accounting Policies



The discussion and analysis of the Company's financial condition and results of
operations are based upon the unaudited condensed consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States of America. The preparation of these
financial statements requires the Company to make estimates and judgments that
affect the reported amount of assets and liabilities, revenues and expenses, and
related disclosure on contingent assets and liabilities at the date of the
financial statements. Actual results may differ from these estimates under
different assumptions and conditions.



Critical accounting policies are defined as those that are reflective of
significant judgments and uncertainties and may potentially result in materially
different results under different assumptions and conditions. The Company
believes that critical accounting policies are limited to those described below.
For a detailed discussion on the application of these and other accounting
policies see Note 2 to the Company's consolidated financial statements included
in Form 10-K for the year ended February 28, 2021.



Accounting for Income Taxes


The Company accounts for income taxes under the asset and liability method.
Under this method, deferred income taxes are recognized for the tax consequences
of "temporary differences" by applying enacted statutory tax rates applicable to
future years to differences between the financial statement carrying amounts and
the tax basis of existing assets and liabilities. If it is more likely than not
that some portion or all of a deferred tax asset will not be realized, a
valuation allowance is recognized. We use a recognition threshold and a
measurement attribute for financial statement recognition and measurement tax
positions taken or expected to be taken in a return. For those benefits to be
recognized, a tax position must be more likely than not to be sustained upon
examination by taxing authorities.



                                      18





Stock-Based Compensation

The computation of the expense associated with stock-based compensation requires
the use of a valuation model. ASC 718 is a complex accounting standard, the
application of which requires significant judgment and the use of estimates,
particularly surrounding Black-Scholes assumptions such as stock price
volatility, expected option lives, and expected option forfeiture rates, to
value equity-based compensation. The Company currently uses a Black-Scholes
option pricing model to calculate the fair value of its stock options. The
Company primarily uses historical data to determine the assumptions to be used
in the Black-Scholes model and has no reason to believe that future data is
likely to differ materially from historical data. However, changes in the
assumptions to reflect future stock price volatility and future stock award
exercise experience could result in a change in the assumptions used to value
awards in the future and may result in a material change to the fair value
calculation of stock-based awards. ASC 718 requires the recognition of the fair
value of stock compensation in net income. Although every effort is made to
ensure the accuracy of our estimates and assumptions, significant unanticipated
changes in those estimates, interpretations and assumptions may result in
recording stock option expense that may materially impact our financial
statements for each respective reporting period.



Impact of New Accounting Pronouncements


Accounting pronouncements issued but not yet effective have been deemed to be
not applicable or the adoption of such accounting pronouncements is not expected
to have a material impact on the financial statements of the Company.

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