SOLITRON DEVICES INC

Previous wording

Net Sales. Net sales for the three months ended August 31, 2025, increased 11% to $3,986,000 as compared to $3,581,000 for the three months ended August 31, 2024. The increase in net sales was largely due a lower backlog during fiscal year 2025 until the fourth quarter of the year and the associated delivery dates of those orders.

Current wording

Net Sales. Net sales for the three months ended November 30, 2025, increased 49% to $5,022,000 as compared to $3,369,000 for the three months ended November 30, 2024. The increase in net sales was largely due to increased backlog in fiscal year 2026 as compared to fiscal year 2025 and the associated delivery dates of those orders.

Previous wording

Net bookings for the three months ended August 31, 2025, increased 147% to $4,324,000 versus $1,752,000 during the three months ended August 31, 2024 due to the variable timing on the receipt of orders. Backlog as of August 31, 2025, increased 146% to $18,642,000 as compared to a backlog of $7,572,000 as of August 31, 2024.

Current wording

Net bookings for the three months ended November 30, 2025, increased 73% to $13,907,000 versus $8,049,000 during the three months ended November 30, 2024 primarily due to an increase in price and volume on the AMRAAM order from our largest customer, and to a lesser extent the variable timing on the receipt of orders. Backlog as of November 30, 2025, increased 124% to $27,482,000 as compared to a backlog of $12,277,000 as of November 30, 2024.

Previous wording

Cost of Sales. Cost of sales for the three months ended August 31, 2025, increased to $3,151,000 from $2,843,000 for the three months ended August 31, 2024. However, expressed as a percentage of net sales, cost of sales was consistent at 79% for the three months ended August 31, 2025, and for the three months ended August 31, 2024.

Current wording

Cost of Sales. Cost of sales for the three months ended November 30, 2025, increased to $3,299,000 from $2,368,000 for the three months ended November 30, 2024. However, expressed as a percentage of net sales, cost of sales decreased to 66% for the three months ended November 30, 2025, compared to 70% for the three months ended November 30, 2024.

Previous wording

*Gross Profit.*Gross profit for the three months ended August 31, 2025, increased to $835,000 from $738,000 for the three months ended August 31, 2024. Expressed as a percentage of net sales, gross profit was consistent at 21% for both the three months ended August 31, 2025, and for the three months ended August 31, 2024.

Current wording

*Gross Profit.*Gross profit for the three months ended November 30, 2025, increased to $1,723,000 from $1,001,000 for the three months ended November 30, 2024. Expressed as a percentage of net sales, gross profit increased to 34% for the three months ended November 30, 2025, compared to 30% for the three months ended November 30, 2024.

Previous wording

For the three months ended August 31, 2025, we shipped 20,805 units as compared to 16,120 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.

Current wording

For the three months ended November 30, 2025, we shipped 23,229 units as compared to 13,675 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.

Previous wording

Selling, General & Administrative Expenses. Selling, general, and administrative expenses increased to $1,126,000 for the three months ended August 31, 2025 from $688,000 for the three months ended August 31, 2024. Expressed as a percentage of net sales, selling, general and administrative expenses during the three months ended August 31, 2025, was 28% as compared to 19% for the three months ended August 31, 2024. The Company experienced higher administration expenses during the second quarter of fiscal year 2026 due to stock awards and stock options to senior management and directors of $331,000, along with increased sales expenses related to greater net sales during the period.

Current wording

Selling, General & Administrative Expenses. Selling, general, and administrative expenses increased to $794,000 for the three months ended November 30, 2025 from $675,000 for the three months ended November 30, 2024. Expressed as a percentage of net sales, selling, general and administrative expenses during the three months ended November 30, 2025, was 16% as compared to 20% for the three months ended November 30, 2024. The Company experienced higher administration expenses during the third quarter of fiscal year 2026 due to higher corporate salaries, along with increased sales expenses related to greater net sales during the period.

Previous wording

Other Income (Loss). Interest income increased to $42,000 for the three months ended August 31, 2025, as compared to $1,000 for the three months ended August 31, 2024. This increase was due to interest received on the Company's long-term investment. Interest expense decreased to ($66,000) for the three months ended August 31, 2025, as compared to ($77,000) for the three months ended August 31, 2024, due to the timing of the MEI property acquisition during fiscal year 2025. Dividend income increased to $18,000 for the three months ended August 31, 2025, as compared to $6,000 for the three months ended August 31, 2024. Realized gains on investments for the three months ended August 31, 2025, increased to $170,000 as compared to $22,000 for the three months ended August 31, 2024. Unrealized gains (losses) on investments for the three months ended August 31, 2025, were ($198,000) due to market price changes in the company’s common stock investments as compared to a gain of $21,000 for the three months ended August 31, 2024.

Current wording

Other Income (Loss). Interest income increased to $54,000 for the three months ended November 30, 2025, as compared to $0 for the three months ended November 30, 2024. This increase was due to interest received on the Company's long-term investment. Interest expense decreased to ($65,000) for the three months ended November 30, 2025, as compared to ($67,000) for the three months ended November 30, 2024. Dividend income increased to $19,000 for the three months ended November 30, 2025, as compared to $12,000 for the three months ended November 30, 2024. Realized gains on investments for the three months ended November 30, 2025, increased to $63,000 as compared to $13,000 for the three months ended November 30, 2024. Unrealized gains (losses) on investments for the three months ended November 30, 2025, were ($108,000) due to market price changes in the company’s common stock investments as compared to a gain of $78,000 for the three months ended November 30, 2024.

Previous wording

*Income Taxes.*Income taxes for the three months ended August 31, 2025, was a benefit of $86,000 as compared to an expense of ($6,000) for the three months ended August 31, 2024. This change in income tax is due to the company's loss during the current quarter ended August 31, 2025 compared to the net income recorded for the three months ended August 31, 2024.

Current wording

*Income Taxes.*Income taxes for the three months ended November 30, 2025, increased to ($241,000) as compared to ($96,000) for the three months ended November 30, 2024. This change in income tax is due to the company's higher income in the current quarter ended November 30, 2025 compared to the three months ended November 30, 2024.

Previous wording

*Net Income (Loss).*Net income (loss) for the three months ended August 31, 2025, was ($234,000) as compared to net income of $17,000 for the three months ended August 31, 2024.

Current wording

*Net Income.*Net income for the three months ended November 30, 2025, was $653,000 as compared to net income of $266,000 for the three months ended November 30, 2024.

Previous wording

Net Sales. Net sales for the six months ended August 31, 2025, decreased 11% to $6,686,000 as compared to $7,548,000 for the six months ended August 31, 2024. The decrease in net sales was largely due to significantly lower sales during the first quarter of fiscal year 2026, which was the result of lower backlog during fiscal year 2025 and the delay in an expected order.

Current wording

Net Sales. Net sales for the nine months ended November 30, 2025, increased 7% to $11,708,000 as compared to $10,917,000 for the nine months ended November 30, 2024. The increase in net sales was largely due to higher backlog during fiscal year 2026.

Previous wording

Net bookings for the six months ended August 31, 2025, increased 88% to $7,121,000 versus $3,793,000 during the six months ended August 31, 2024 due to the variable timing on the receipt of orders. Backlog as of August 31, 2025, increased 146% to $18,642,000 as compared to a backlog of $7,572,000 as of August 31, 2024.

Current wording

Net bookings for the nine months ended November 30, 2025, increased 78% to $21,028,000 versus $11,842,000 during the nine months ended November 30, 2024 primarily due to an increase in price and volume from our largest customer, and to a lesser extent the variable timing on the receipt of orders. Backlog as of November 30, 2025, increased 124% to $27,482,000 as compared to a backlog of $12,277,000 as of November 30, 2024. The backlog includes a previously noted significant AMRAAM program order, which the Company received during this quarter.

Previous wording

Cost of Sales. Cost of sales for the six months ended August 31, 2025, increased to $5,461,000 from $5,135,000 for the six months ended August 31, 2024. Expressed as a percentage of net sales, cost of sales increased to 82% for the six months ended August 31, 2025, from 68% for the six months ended August 31, 2024. This is due to the higher cost of materials during the period.

Current wording

Cost of Sales. Cost of sales for the nine months ended November 30, 2025, increased to $8,760,000 from $7,503,000 for the nine months ended November 30, 2024. Expressed as a percentage of net sales, cost of sales increased to 75% for the nine months ended November 30, 2025, from 69% for the nine months ended November 30, 2024. This is due to the higher cost of materials during the period, along with increased tariffs during fiscal 2026.

Previous wording

*Gross Profit.*Gross profit for the six months ended August 31, 2025, decreased to $1,225,000 from $2,413,000 for the six months ended August 31, 2024. Expressed as a percentage of net sales, gross profit decreased to 18% for the six months ended August 31, 2025, as compared to 32% for the six months ended August 31, 2024. This was due to the higher cost of materials, as mentioned above.

Current wording

*Gross Profit.*Gross profit for the nine months ended November 30, 2025, decreased to $2,948,000 from $3,414,000 for the nine months ended November 30, 2024. Expressed as a percentage of net sales, gross profit decreased to 25% for the nine months ended November 30, 2025, as compared to 31% for the nine months ended November 30, 2024. This was due to the higher cost of materials and increased tariffs, as mentioned above.

Previous wording

For the six months ended August 31, 2025, we shipped 35,840 units as compared to 38,897 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.

Current wording

For the nine months ended November 30, 2025, we shipped 59,069 units as compared to 52,572 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.

Previous wording

Selling, General & Administrative Expenses. Selling, general, and administrative expenses increased to $1,894,000 for the six months ended August 31, 2025 from $1,571,000 for the same period in the prior year. Expressed as a percentage of net sales, selling, general and administrative expenses during the six months ended August 31, 2025, was 28% as compared to 21% for the six months ended August 31, 2024. The Company experienced higher administration expenses during fiscal year 2026 as noted above.

Current wording

Selling, General & Administrative Expenses. Selling, general, and administrative expenses increased to $2,688,000 for the nine months ended November 30, 2025 from $2,246,000 for the same period in the prior year. Expressed as a percentage of net sales, selling, general and administrative expenses during the nine months ended November 30, 2025, was 23% as compared to 21% for the nine months ended November 30, 2024. The Company experienced higher administration expenses during fiscal year 2026 as noted above including$344,000 of stock compensation expense, and increased salaries and sales expenses.

Previous wording

Other Income (Loss). Interest income increased to $42,000 for the six months ended August 31, 2025, as compared to $6,000 for the six months ended August 31, 2024, as noted above. Interest expense increased to ($140,000) for the six months ended August 31, 2025, as compared to ($127,000) for the six months ended August 31, 2024, due to the timing of the MEI property acquisition during fiscal year 2025. Dividend income increased to $59,000 for the six months ended August 31, 2025, as compared to $22,000 for the six months ended August 31, 2024. Realized gains on investments for the six months ended August 31, 2025, increased to $251,000 as compared to $33,000 for the six months ended August 31, 2024. Unrealized gains (losses) on investments for the six months ended August 31, 2025, were ($325,000) due to market price changes in the company’s common stock investments as compared to a gain of $48,000 for the six months ended August 31, 2024. Miscellaneous income for the six months ended August 31, 2025 was $5,000 as compared to $0 for the six months ended August 31, 2024.

Current wording

Other Income (Loss). Interest income increased to $96,000 for the nine months ended November 30, 2025, as compared to $6,000 for the nine months ended November 30, 2024, due to interest received on the Company's long-term investment. Interest expense increased to ($205,000) for the nine months ended November 30, 2025, as compared to ($194,000) for the nine months ended November 30, 2024, due to the timing of the MEI property acquisition during fiscal year 2025. Dividend income increased to $78,000 for the nine months ended November 30, 2025, as compared to $34,000 for the nine months ended November 30, 2024. Realized gains on investments for the nine months ended November 30, 2025, increased to $314,000 as compared to $46,000 for the nine months ended November 30, 2024. Unrealized gains (losses) on investments for the nine months ended November 30, 2025, were ($433,000) due to market price changes in the company’s common stock investments as compared to a gain of $126,000 for the nine months ended November 30, 2024. Miscellaneous income for the nine months ended November 30, 2025 was $7,000 as compared to $0 for the nine months ended November 30, 2024.

Previous wording

*Income Taxes.*Income taxes for the six months ended August 31, 2025, was a benefit of $207,000 as compared to an expense of ($218,000) for the six months ended August 31, 2024. This change in income tax is due to the company's loss during the six months ended August 31, 2025 compared to the net income recorded for the six months ended August 31, 2024.

Current wording

*Income Taxes.*Income taxes for the nine months ended November 30, 2025, was an expense of ($34,000) as compared to an expense of ($314,000) for the nine months ended November 30, 2024. This change in income tax is due to the company's losses during the first two quarters of fiscal 2026 compared to the net income recorded for during fiscal 2025.

Previous wording

*Net Income (Loss).*Net income (loss) for the six months ended August 31, 2025, was ($570,000) as compared to net income of $606,000 for the six months ended August 31, 2024.

Current wording

*Net Income.*Net income for the nine months ended November 30, 2025, was $83,000 as compared to net income of $872,000 for the nine months ended November 30, 2024.

Previous wording

Net cash provided by operating activities was$777,000 for thesix months ended August 31, 2025, primarily reflecting a net loss of ($570,000), an increase in customer deposits of $427,000, an increase in accounts payable of $372,000, stock compensation of $330,000, depreciation of $285,000, a decrease in inventories of $142,000, an increase in other non-current assets of $130,000, amortization of intangibles of $105,000 partially offset by an increase in accounts receivable of $299,000, change in net deferred taxes of $205,000 and an increase in other current assets of $152,000.

Current wording

Net cash provided by operating activities was$625,000 for thenine months ended November 30, 2025, primarily reflecting net income of $83,000, an increase in accounts payable of $486,000, depreciation of $431,000, stock compensation of $344,000, an increased in accrued expense of $166,000, amortization of intangibles of $158,000, an increase in other non-current assets of $131,000, partially offset by an increase in accounts receivable of $1,058,000 and an increase in inventories of $200,000.

Previous wording

Net cash provided by operating activities was $1,549,000 for the six months ended August 31, 2024, primarily reflecting net income of $606,000, an decrease in accounts receivable of $629,000, an increase in accounts payable of $380,000, depreciation of $277,000, a change in net deferred taxes of $152,000, and amortization of intangibles of $105,000 partially offset by a decrease in customer deposits of $287,000, a decrease in accrued expenses of $90,000 and an increase in inventories of $89,000.

Current wording

Net cash provided by operating activities was $2,060,000 for the nine months ended November 30, 2024, primarily reflecting net income of $872,000, a decrease in accounts receivable of $1,033,000, depreciation of $420,000, a change in net deferred taxes of $248,000, and amortization of intangibles of $157,000 partially offset by decreased customer deposits of $475,000 and a decrease in accrued expenses of $236,000.

Previous wording

Net cash used in investing activities was ($1,887,000) for the six months ended August 31, 2025, principally reflecting $1,650,000 in purchases of a long-term investment, $409,000 of cash paid for acquisition, contingent consideration, partially offset by proceeds from the sale of marketable securities of $783,000 less the purchase of marketable securities of $533,000.

Current wording

Net cash used in investing activities was ($1,670,000) for the nine months ended November 30, 2025, principally reflecting $1,650,000 in purchases of a long-term investment, $682,000 in purchase of marketable securities, $409,000 of cash paid for acquisition, contingent consideration, partially offset by proceeds from the sale of marketable securities of $1,170,000.

Previous wording

Net cash used in investing activities was ($1,767,000) for the six months ended August 31, 2024, principally reflecting $1,762,000 in purchases of property and equipment, $416,000 in purchases of marketable securities, and $89,000 of cash paid for acquisition, contingent consideration, partially offset by proceeds from the sale of marketable securities of $500,000.

Current wording

Net cash used in investing activities was ($1,821,000) for the nine months ended November 30, 2024, principally reflecting $1,788,000 in purchases of property and equipment, $592,000 in purchases of marketable securities, and $88,000 of cash paid for acquisition, contingent consideration, partially offset by proceeds from the sale of marketable securities of $647,000.

Previous wording

Net cash used in financing activities was ($139,000) for the six months ended August 31, 2025, reflecting $76,000 in principal payments on the mortgage loans and $63,000 for the repurchase of the Company's common stock.

Current wording

Net cash provided by financing activities was $548,000 for the nine months ended November 30, 2025, reflecting $725,000 in sales of the Company's stock, partially offset by $114,000 in principal payments on the mortgage loans and $63,000 for the repurchase of the Company's common stock.

Previous wording

Net cash provided by financing activities was $1,304,000 for the six months ended August 31, 2024, principally reflecting $1,400,000 in proceeds from mortgage loan offset by $61,000 in principal payments on the mortgage loans and $3,000 in payments on finance lease liabilities.

Current wording

Net cash provided by financing activities was $1,271,000 for the nine months ended November 30, 2024, principally reflecting $1,400,000 in proceeds from mortgage loan, partially offset by $94,000 in principal payments on the mortgage loans.

Previous wording

We expect our sole sources of liquidity over the next twelve months to be cash from operations and cash and cash equivalents, if necessary. We anticipate that our capital expenditures required to sustain operations will be approximately$250,000 during the next twelve months and that our cash from operations and cash and cash equivalents, if necessary, will be sufficient to fund these needs for the next twelve months. Available cash and cash equivalents as of September 30, 2025 was approximately $2.3 million.

Current wording

We expect our sole sources of liquidity over the next twelve months to be cash from operations and cash and cash equivalents, if necessary. We anticipate that our capital expenditures required to sustain operations will be approximately$250,000 during the next twelve months and that our cash from operations and cash and cash equivalents, if necessary, will be sufficient to fund these needs for the next twelve months. Available cash and cash equivalents as of December 31, 2025 was approximately $3.4 million.

Previous wording

At August 31, 2025 and February 28, 2025, we had cash and cash equivalents of approximately $2,850,000 and $4,099,000, respectively. The decrease for the six months ended August 31, 2025, was primarily due to the cash used in investing activities to purchase a long-term investment.

Current wording

At November 30, 2025 and February 28, 2025, we had cash and cash equivalents of approximately $3,602,000 and $4,099,000, respectively. The decrease for the nine months ended November 30, 2025, was primarily due to the cash used in investing activities to purchase a long-term investment.

Previous wording

At August 31, 2025 and February 28, 2025, we had investments in securities of approximately $595,000 and $919,000, respectively.

Current wording

At November 30, 2025 and February 28, 2025, we had investments in securities of approximately $311,000 and $919,000, respectively.

Previous wording

At August 31, 2025 and February 28, 2025, we had working capital of $6,390,000 and $8,594,000, respectively. The decrease for the six months ended August 31, 2025 was due primarily to the cash used in investing activities to purchase the long-term investment and cash paid for acquisition, contingent consideration.

Current wording

At November 30, 2025 and February 28, 2025, we had working capital of $7,906,000 and $8,594,000, respectively. The decrease for the nine months ended November 30, 2025 was due primarily to the cash used in investing activities to purchase the long-term investment and cash paid for acquisition, contingent consideration.