UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
For the fiscal year ended June 30, 2022
OR
For the transition period from ____________ to ____________
Commission File Number: 000-14942
PRO-DEX, INC.
(Exact name of registrant as specified in its charter)
Colorado
(State or Other Jurisdiction of Incorporation or Organization)
84-1261240
(I.R.S. Employer Identification No.)
2361 McGaw Avenue, Irvine, CA
(Address of Principal Executive Offices)
92614
(Zip Code)
(949) 769-3200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, no par value
Trading Symbol(s)
PDEX
Name of each exchange on which registered
NASDAQ Capital Market
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth
company in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Non-accelerated filer ☒
Accelerated filer ☐
Smaller reporting company ☒
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of December 31, 2021, the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the closing sales price on
the Nasdaq Capital Market was approximately $50.1 million. For the purpose of this calculation shares owned by officers, directors, and 10% shareholders known to the
registrant have been deemed to be owned by affiliates. This calculation does not reflect a determination that persons are affiliates for any other purposes.
As of September 6, 2022, 3,619,189 shares of the registrant’s no par value common stock were outstanding.
Documents incorporated by reference:
Part III of this report incorporates by reference certain information from the registrant’s definitive proxy statement (the “Proxy Statement”) for its 2022 Annual Meeting of
Shareholders. The Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report
relates.
PRO-DEX, INC.
FORM 10-K
FOR THE FISCAL YEAR ENDED JUNE 30, 2022
TABLE OF CONTENTS
PART I
ITEM 1.
ITEM 1A.
ITEM 1B.
ITEM 2.
ITEM 3.
ITEM 4.
BUSINESS
RISK FACTORS
UNRESOLVED STAFF COMMENTS
PROPERTIES
LEGAL PROCEEDINGS
MINE SAFETY DISCLOSURES
PART II
ITEM 5.
ITEM 6.
ITEM 7.
ITEM 7A.
ITEM 8.
ITEM 9.
ITEM 9A.
ITEM 9B.
ITEM 9C.
PART III
MARKET FOR REGISTRANT’S COMMON EQUITY,RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
RESERVED
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
CONTROLS AND PROCEDURES
OTHER INFORMATION
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
ITEM 10.
ITEM 11.
ITEM 12.
ITEM 13.
ITEM 14.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
EXECUTIVE COMPENSATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
PRINCIPAL ACCOUNTANT FEES AND SERVICES
PART IV
ITEM 15.
ITEM 16.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
FORM 10–K SUMMARY
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
PART I
This report contains forward-looking statements within the meaning of federal securities laws. Forward-looking statements are not based on
historical facts but instead reflect the Company’s expectations, estimates or projections concerning future results or events. These statements generally can
be identified by the use of forward-looking words or phrases such as “believe,” “expect,” “anticipate,” “may,” “could,” “intend,” “intent,” “belief,”
“estimate,” “project,” “forecast,” “plan,” “likely,” “will,” “should” or similar words or phrases. These statements are not guarantees of performance and are
inherently subject to known and unknown risks, uncertainties, and assumptions that are difficult to predict and could cause actual results, performance, or
achievements to differ materially from those expressed or indicated by those statements. The Company cannot assure you that any of its expectations,
estimates or projections will be achieved.
Forward-looking statements included in this report are only made as of the date of this report and the Company disclaims any obligation to
publicly update any forward-looking statement to reflect subsequent events or circumstances.
Numerous factors could cause the Company’s actual results and events to differ materially from those expressed or implied by forward-looking
statements, including, without limitation: loss of a significant customer, entry of new and stronger competitors, capital availability, unexpected costs,
compliance with contractual obligations, the impact of the COVID-19 pandemic, failure to capitalize upon access to new customers, marketplace delisting,
the ramifications of industry consolidation of medical products manufacturers, dealers and distributors, managed health care, failure to mitigate supply
chain issues, market acceptance and support of new products, cancellation of existing contracts, customer “in house” production of products previously
designed by and/or acquired from the Company, invalidity or unenforceability of the Company’s patents and other intellectual property, maintaining
favorable supplier relationships, the Company’s ability to engage qualified human resources as needed, regulatory compliance, general economic
conditions, and other factors described under Item 1A (Risk Factors) of this report. This list of factors is illustrative, but by no means exhaustive. All
forward-looking statements should be evaluated with the understanding of their inherent uncertainty.
ITEM 1.
BUSINESS
Company Overview
Pro-Dex, Inc. (“Company,” “Pro-Dex,” “we,” “our,” “us”) specializes in the design, development, and manufacture of autoclavable, battery-
powered and electric, multi-function surgical drivers and shavers used primarily in the orthopedic, thoracic, and craniomaxillofacial (“CMF”) markets. We
have patented adaptive torque-limiting technology and proprietary sealing solutions which appeal to our customers, primarily medical device distributors.
We also manufacture and sell rotary air motors to a wide range of industries.
Our patented adaptive torque-limiting software has been very well received in the CMF and thoracic markets and we have continued investment in
this area with research and development focused on applying this technology to other surgical applications.
In November 2020, we purchased an approximate 25,000 square foot industrial building in Tustin, California (the “Franklin Property”). This
building is located approximately four miles from our Irvine, California headquarters and was acquired to provide us additional capacity for our expected
continued future growth. We substantially completed the build-out of the property during fiscal 2022 and we are actively engaged in various verification
and validation activities. We anticipate that upon completion of these validation activities, which includes the validation of a new clean room, we will
expand our capacity for the manufacture of batteries and new products. We expect that we will begin operations in the new facility during the third quarter
of next fiscal year.
1
Our principal headquarters are located at 2361 McGaw Avenue, Irvine, California 92614 and our phone number is 949-769-3200. Our Internet
address is www.pro-dex.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, amendments to those
reports, and certain other Securities and Exchange Commission (“SEC”) filings, are available free of charge through our website as soon as reasonably
practicable after such reports are electronically filed with, or furnished to, the SEC. In addition, our Code of Ethics and other corporate governance
documents may be found on our website at the Internet address set forth above. Our filings with the SEC may also be read and copied at the SEC’s Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding
issuers that file electronically with the SEC at www.sec.gov and company specific information at www.sec.gov/edgar/searchedgar/companysearch.html.
All years relating to financial data herein shall refer to fiscal years ended June 30, unless indicated otherwise.
Description of Business
The majority of our revenue is derived from designing, developing and manufacturing surgical devices for the medical device industry. The
proportion of total sales by type is as follows (in thousands, except percentages):
Medical devices
Industrial and scientific
NRE & Prototypes
Dental and component
Repairs
Discounts & Other
Total Sales
Years Ended June 30,
2022
2021
(In thousands)
% of Revenue
% of Revenue
$
$
34,004
919
1,014
465
6,610
(971)
42,041
81% $
2%
2%
1%
16%
(2%)
100% $
32,149
854
324
161
4,956
(415)
38,029
85%
2%
1%
—
13%
(1%)
100%
Our medical device products utilize proprietary designs developed by us primarily under exclusive development and supply agreements and are
manufactured in our Irvine, California facility, as are our rotary air motors. Our medical device products are sold primarily to original equipment
manufacturers and our air motors are sold primarily to a wide range of distributors and end users.
In fiscal 2022, our top three customers accounted for 88% of our sales compared to 91% in fiscal 2021. In fiscal 2022, we had one customer,
included in both medical device and repairs revenue above, that accounted for 66% of sales with our next largest customer accounting for 14% of sales.
This compares to fiscal 2021, when these same two customers accounted for 58% and 27%, respectively, of our total sales. In many cases, including our
largest customers, disclosure of customer names is prohibited by confidentiality agreements with such entities. We have no plans to discontinue the sales
relationships with our existing significant customers.
Our business today is almost entirely driven by sales of our medical devices. Many of our significant customers place purchase orders for specific
products that were developed under various development and/or supply agreements. Our customers may request that we design and manufacture a custom
surgical device or they may hire us as a contract manufacturer to manufacture a product of their own design. In either case, we have extensive experience
with autoclavable, battery-powered and electric, multi-function surgical drivers and shavers. We continue to focus a significant percentage of our time and
resources on providing outstanding products and service to our valued principal customers. During the first quarter of fiscal 2021, our largest customer
executed an amendment to our existing supply agreement such that we will continue to supply their surgical handpieces to them through calendar 2025 and,
during the fourth quarter of fiscal 2021, they executed a product development agreement and related statement of work for our assistance with the next
generation of this handpiece. Additionally, we continue to invest in property and equipment as well as personnel to expand our capacity to achieve higher
sales volumes.
2
To that end, we purchased the Franklin Property in November 2020. This building is located approximately four miles from our Irvine, California
headquarters and was acquired to provide us additional capacity for our expected continued future growth. We substantially completed the build-out of the
property during fiscal 2022 and we are actively engaged in various verification and validation activities. We anticipate that upon completion of these
validation activities, which includes the validation of a new clean room, we will expand our capacity for the manufacture of batteries and new products. We
expect that we will begin operations in the new facility during the third quarter of next fiscal year.
Simultaneously, we are working to build top-line sales through active proposals of new medical device products with new and existing customers.
Our patented adaptive torque-limiting software has been very well received in the CMF and thoracic markets. Additionally, we have other significant
engineering projects under way described more fully below under “Results of Operations.”
The majority of the raw materials and components used to manufacture our products are purchased and are available from several sources,
including through our own in-house machining capabilities. Portescap, Fischer Connectors, and Tadiran Batteries are examples of key suppliers. We have
no exclusive arrangements with any of our suppliers, but in several instances only one supplier is used for certain high-value components. In most of such
instances, secondary suppliers have been identified, although it is likely that any transition to a new or different supplier would result in a delay in the
supply chain. We consider our relationships with our suppliers and manufacturers to be good, however, during fiscal 2022 many of our suppliers have
increased lead times, experienced delays in shipments and raised prices or temporarily added surcharges. We do not intend to terminate any such
relationship at this time, nor does management have knowledge that any supplier or manufacturer intends to terminate its relationship with us.
Our commitment to product design, manufacturing, and quality systems are supported by our compliance with several regulatory agency
requirements and standards. We hold a U.S. Food and Drug Administration (“FDA”) Establishment Registration and a State of California Device
Manufacturing License (Department of Public Health Food and Drug Branch) with respect to our Irvine, California facility. In addition, our Irvine,
California facility produces products that are certified to Medical Device Directive 93/42/EEC – Annex II, including Conformity Assessment through full
Quality Management System (“QMS”) excluding Section 4, which indicates that Pro-Dex QMS meets requirements.
At June 30, 2022, we had a backlog of $16.5 million compared with a backlog of $9.7 million at June 30, 2021. Our backlog represents firm
purchase orders received and acknowledged from our customers and does not include all revenue expected to be generated from existing customer
contracts. Our entire backlog at June 30, 2022, as well as certain purchase orders received subsequent to June 30, 2022, are expected to be delivered
during fiscal 2023. We have experienced, and may continue to experience, variability in our new order bookings due to, among other reasons, the launch
of new products, the timing of customer orders based on end-user demand, and customer inventory levels. We do not typically experience seasonal
fluctuations in our shipments and revenues.
Segments
We have only one operating segment as our business is currently operated.
Competition
The markets for products in the industries served by our customers are intensely competitive, and we face significant competition from a number
of different sources. Several of our competitors have significantly greater name recognition, as well as substantially greater financial, technical, product
development, and marketing resources, than us.
3
We compete in all of our markets with other major medical device companies. As a provider of outsourced services, we also compete with our
customers’ own internal development and manufacturing groups. Competitive pressures and other factors, such as new product or new technology
introductions by us, our customers’ internal development and manufacturing departments, or our competitors, may result in price or market share erosion
that could have a material adverse effect on our business, results of operations, and financial condition. Also, there can be no assurance that our products
and services will achieve broad market acceptance or will successfully compete with other products targeting the same customers.
Research and Development
We conduct research and development activities to both maintain and improve our market position. Our research and development efforts involve
the design and manufacture of products that perform specific applications for our existing and prospective customers. Our research and development
activities are focused on:
● expanding our knowledge base in the medical device industry to solidify our products with current customers and expand our customer base;
● advancing applicable technologies;
● introducing new products; and
● enhancing our existing product lines.
In certain instances, we may share research and development costs with our customers by billing for non-recurring engineering services often
provided for under development portions of certain contracts. Revenue recognized for non-recurring engineering services represented 2% of our revenue in
fiscal 2022 and 1% of our revenue in fiscal 2021.
During the fiscal years ended June 30, 2022 and 2021, we incurred research and development expenses amounting to $3.0 million and $4.4
million, respectively, which costs exclude labor and related expenses of approximately $739,000 and $121,000 in fiscal 2022 and 2021, respectively, that
were reimbursed by our customers through billings for non-recurring engineering services.
Human Capital Management
Our employees are among our most critical assets. The success and growth of our business depends on our ability to attract, reward, retain and
develop talent in all levels of our organization, including, but not limited to, machine operators, assembly technicians, engineers, and management.
In order to attract and retain highly qualified employees, we offer the following:
·
·
·
·
·
Competitive, reasonable, and equitable compensation programs;
Comprehensive and highly competitive health and welfare benefits to promote our employees’ physical health, as well as a 401(k) plan to
support our employees’ financial health;
An Employee Stock Purchase Plan and equity compensation to provide financial value, align employee’s interests with those of our
shareholders, and incentivize retention;
Flexible paid vacation and sick time, as well as paid volunteer time; and
Education/tuition reimbursement and referral programs.
4
Our employee turnover for the fiscal years ended June 30, 2022 and 2021 was 14% and 16%, respectively. We consider the turnover rate a
valuable metric to measure the effectiveness of our programs and to assist in developing new programs.
Employees
At June 30, 2022, we had 135 employees, one of whom is part-time, working at either our corporate office in Irvine, California or our Franklin
office in Tustin, California and one employee working remotely out of state. At June 30, 2021, we had 118 employees, one of whom was part time, as well
as three temporary employees all working at our corporate office in Irvine, California and one employee working remotely out of state. None of our
employees are a party to any collective bargaining agreements with us. We consider our relationships with our employees to be good.
Government Regulations
The manufacture and distribution of medical devices are subject to state and federal requirements set forth by various agencies, including the
FDA, and state medical boards. The statutes, regulations, administrative orders, and advisories that affect our businesses are complex and subject to
diverse, often conflicting, interpretations. While we make every effort to maintain full compliance with all applicable laws and regulations, we are unable
to eliminate the ongoing risk that one or more of our activities or devices may at some point be determined to be non-compliant. The penalties for non-
compliance could range from an administrative warning to termination of a portion of our business. Furthermore, even if we are subsequently determined to
have fully complied with applicable laws or regulations, the costs to achieve such a determination and the intervening loss of business could adversely
affect or result in the cessation of a portion of our business. A change in such laws or regulations at any time may have an adverse effect on our operations.
The FDA designates all medical devices into one of three classes (Class I, II, or III) based on the level of control necessary to assure the safety and
effectiveness of the device (with Class I requiring the lowest level of control and Class III requiring the greatest level of control). The surgical
instrumentation we manufacture is generally classified into Class I. The FDA has broad enforcement powers to recall and prohibit the sale of products that
do not comply with federal regulations and to order the cessation of non-compliant processes. No claim has been made to date by the FDA regarding any of
our products or processes. Nevertheless, as is common in the industry, certain of our products and processes have been the subject of routine governmental
reviews and investigations.
The total cost of providing health care services has been and will continue to be subject to review by governmental agencies and legislative bodies
in the major world markets, including the United States, which are faced with significant pressure to lower health care costs.
We believe that our business is conducted in a manner consistent with the Environmental Protection Agency (“EPA”) and other agency regulations
governing disposition of industrial waste materials.
While we believe that our products and processes fully comply with applicable laws and regulations, we are unable to predict the outcome of any
investigation or review which may be undertaken in the future with respect to our products or processes.
Management believes that each of our facilities has manufacturing systems and processes that are based on established Quality Management
System standards. In addition, we believe that our Irvine, California facility is compliant with applicable Good Manufacturing Practices promulgated by the
FDA and is compliant with applicable ISO standards set forth by the International Organization for Standardization.
Patents, Trademarks, and Licensing Agreements
We hold US and foreign patents relating to our handheld medical devices and torque-limiting screwdrivers. Our patents have varying expiration
dates. The near-term expiration of the patents, if any, is not expected to cause any change in our revenue-generating operations as the revenue from the
products associated with those patents is not material.
5
We have no reason to believe that our activities infringe upon the intellectual property of any third party. With respect to our own patents, we have
no reason to believe that our patents are invalid, and we believe that at least some of our patents cover certain aspects of our products. Other than as
described in Note 10 to the consolidated financial statements contained elsewhere in this report, we are unaware of any reason that would cause us to assert
or defend a claim of patent infringement, and such assertion or defense could materially and adversely affect our business and results of operations due to
the costs involved.
We have certain federally registered trademarks relating to our products, including Pro-Dex®, along with a number of other common law
trademarks.
We have not entered into any franchising agreements. We have not granted, nor do we hold any third-party licenses having terms under which we
earn revenue or incur expense in material amounts.
ITEM 1A. RISK FACTORS
Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors, as well as the other
information contained in this report, before deciding whether to invest in shares of our common stock. If any of the following risks actually occur, our
business, financial condition, operating results, and prospects would suffer. In that case, the trading price of our common stock would likely decline and
you might lose all or part of your investment in our common stock. The risks described below are not the only ones we face. Additional risks that we
currently do not know about or that we currently believe to be immaterial may also impair our operations and business results.
Risks Related to COVID-19
The COVID-19 pandemic, or the perception of its effects, could have a material adverse effect on our business, financial condition, and results of
operations.
To date, COVID-19 has not had a material adverse impact on our business or results of operations, but due to the uncertainties surrounding this
pandemic, it may adversely impact us in the future. We have and may continue to experience disruptions in our supply chain and critical suppliers may
delay or be unable to deliver products we have ordered. Additionally, our customers could reduce planned orders, request cancelations of existing orders,
and/or delay payment to us due to financial hardship they may experience as a result of this healthcare and resulting economic crisis. Therefore, it is
impossible at this time to predict the ultimate short-term or long-term impact of the pandemic on our business, financial condition, and results of
operations.
The ability of our employees to work may be significantly impacted by the COVID-19 crisis.
Our employees are being affected by the COVID-19 pandemic. Some of our office and management personnel were continuing to work remotely
during some of fiscal 2022, but our employees engaged in manufacturing and assembly continued and are continuing to work at our corporate headquarters.
The health of our workforce is of primary concern and we may need to enact further precautionary measures to help minimize the risk of our employees
being exposed to the coronavirus. Further, our management team is focused on mitigating the adverse effects of the COVID-19 pandemic, which has
required and will continue to require a large investment of time and resources across the entire Company, thereby diverting their attention from other
priorities that existed prior to the outbreak of the pandemic. To date, several of our employees have had COVID-19, but all have made full recoveries and
returned to work. If more of our employees test positive for COVID-19, or these conditions worsen, or last for an extended period of time, our ability to
manage our business may be impaired, and operational risks, cybersecurity risks, and other risks facing us even prior to the pandemic may be elevated.
6
Risks Related to Our Business and the Industry in Which We Operate
A substantial portion of our revenue is derived from a few customers. If we were to lose a key customer, it would have a material adverse effect on
our business, financial condition, and results of operations.
In fiscal 2022, our top three customers accounted for 88% of our sales, with our current largest customer accounting for 66% of our sales. This
customer has made purchase commitments to us through a supply agreement to purchase surgical handpieces through calendar 2025. We provide this
customer with a device used primarily in elective surgeries and although this customer has not requested a reduction or delay to their planned shipments, if
the COVID-19 pandemic continues to adversely impact the United States and other markets where our products are sold, coupled with the recommended
deferrals of elective procedures by governments and other authorities, we would expect to see a decline in demand from our principal customer. The loss of
this customer or any of our significant customers would severely impact us, including having a material adverse effect on our business, financial condition,
cash flows, revenue, and results of operations.
A substantial portion of our business is derived from our core business area that, if not serviced properly, may result in a material adverse impact
upon our business, financial condition, and results of operations.
In fiscal 2022, we derived 97% of our revenue from sales of our medical device products and related services. We believe that a primary factor in
the market acceptance of our products and services is the value they create for our customers. Our future financial performance will depend in large part on
our ability to continue to meet the increasingly sophisticated needs of our customers through the timely development, and successful introduction and
implementation of new and enhanced products and services, while at the same time continuing to provide the value our customers have come to expect
from us. We have historically expended a significant percentage of our revenue on product development and believe that significant continued product
development efforts will be required to sustain our growth. Continued investment in our sales and marketing efforts will also be required to support future
growth.
There can be no assurance that we will be successful in our product development efforts, that the market will continue to accept our existing
products, or that new products or product enhancements will be developed and implemented in a timely manner, meet the requirements of our customers, or
achieve market acceptance. If the market does not continue to accept our existing products, or our new products or product enhancements do not achieve
market acceptance, our business, financial condition, and results of operations could be materially adversely affected.
Our customers may cancel or reduce their orders, change production quantities, or delay production, any of which would reduce our sales and
adversely affect our results of operations.
Since most of our customers purchase our products from us on a purchase order basis, they may cancel, change, or delay product purchase
commitments with little notice to us. As a result, we are not always able to forecast with certainty the sales that we will make in a given period and
sometimes we may increase our inventory, working capital, and overhead in expectation of orders that may never be placed, or, if placed, may be delayed,
reduced, or canceled.
The following factors, among others, affect our ability to forecast accurately our sales and production capacity:
·
·
Changes in the specific products or quantities our customers order; and
Long lead times and advance financial commitments for components required to complete actual/anticipated customer orders.
In addition to reducing our sales, delayed, reduced, or canceled purchase orders also may result in our inability to recover costs that we incur in
anticipation of those orders, such as costs associated with purchased raw materials and write-offs of obsolete inventory.
7
In recent years, we have launched many new medical device products and our estimates of warranty claims are based largely on our previous
history from similar legacy products. If actual warranty claims exceed our estimates, it could have an adverse effect on our results of operations
and financial condition.
In recent years, we have completed significant medical device development projects in the CMF and thoracic surgical segments for which we have
made estimates of product warranty claims based upon similar, legacy products. If the actual repair volumes or repair costs exceed the estimates that we
have been using, we may incur additional costs which could be materially adverse to our results of operations and financial condition.
We face significant competition from a number of different sources, which could negatively impact our results of operations.
The markets for products in the industries served by our customers are intensely competitive, and we face significant competition from a number
of different sources. Several of our competitors have significantly greater name recognition, as well as substantially greater financial, technical, product
development and marketing resources, than us.
We compete in all of our markets with other major surgical device and related companies. As a provider of outsourced products and services, we
also compete with our customers’ own internal development groups. Competitive pressures and other factors, such as new product or new technology
introductions by us, our customers’ internal development and manufacturing departments, or our competitors, may result in price or market share erosion
that could have a material adverse effect on our business, results of operations and financial condition. Also, there can be no assurance that our products
and services will achieve broad market acceptance or will successfully compete with other products.
The industry in which we operate is subject to significant technological change and any failure or delay in addressing such change could adversely
affect our competitive position or could make our current products obsolete.
The medical device market is generally characterized by rapid technological change, changing customer needs, frequent new product introductions
and evolving industry standards. The introduction of products incorporating new technologies and the emergence of new industry standards could render
our existing products obsolete and unmarketable. There can be no assurance that we will be successful in developing and marketing new products that
respond to technological changes or evolving industry standards.
New product development requires significant research and development expenditures that we have historically funded through operations;
however, we may be unable to do so in the future. Any significant decrease in revenues or research funding could impair our ability to respond to
technological advances in the marketplace and to remain competitive. If we are unable, for technological or other reasons, to develop and introduce new
products in a timely manner in response to changing market conditions or customer requirements, our business, results of operations, and financial
condition may be materially adversely affected. Although we continue to target new markets for access, develop new products, and update existing
products, there can be no assurance that we will do so successfully or that, even if we are successful, such efforts will be completed concurrently with or
prior to the introduction of competing products. Any such failure or delay could adversely affect our competitive position or could make our current
products obsolete.
We rely heavily on our proprietary technology, which, if not properly protected or if deemed invalid, could have a material adverse effect on our
business, financial condition, and results of operations.
We are dependent on the maintenance and protection of our proprietary technology and rely on patent filings, exclusive development and supply
agreements, confidentiality procedures and employee nondisclosure agreements to protect it. There can be no assurance that the legal protections and
precautions taken by us will be adequate to prevent misappropriation of our technology or that competitors will not independently develop technologies
equivalent or superior to ours. Further, the laws of some foreign countries do not protect our proprietary rights to as great an extent as do the laws of the
United States and are often not enforced as vigorously as those in the United States.
8
We do not believe that our operations or products infringe on the intellectual property rights of others. However, there can be no assurance that
others will not assert infringement or trade secret claims against us with respect to our current or future products. As an example, see Note 10 to the
consolidated financial statements contained elsewhere in this report. Assertions or claims by others, whether or not valid, could cause us to incur significant
legal costs defending our intellectual property rights and potentially require us to enter into a license agreement or royalty arrangement with the party
asserting the claim or to cease our use of the infringing technology, any of which could have a material adverse effect on our business, financial condition
and results of operations.
If our technology infrastructure is compromised, damaged or interrupted by a cybersecurity incident, data security breach or other security
problems, our results of operations and financial condition could be adversely affected.
We use technology in substantially all aspects of our business operations, and our ability to serve customers most effectively depends on the
reliability of our technology systems. We use software and other technology systems, among other things, to generate sales orders, job orders, and purchase
orders and to monitor and manage our business on a day-to-day basis. Cybersecurity incidents can include computer viruses, computer denial-of-service
attacks, worms, and other malicious software programs or other attacks, covert introduction of malware to computers and networks, impersonation of
authorized users, and efforts to discover and exploit any design flaws, bugs, security vulnerabilities or security weaknesses, as well as intentional or
unintentional acts by employees or other insiders with access privileges, intentional acts of vandalism by third parties and sabotage.
In addition, our technology infrastructure and systems are vulnerable to damage or interruption from natural disasters, power loss and
telecommunications failures. Any such disruption to our systems, or the technology systems of third parties on which we rely, the failure of these systems
to otherwise perform as anticipated, or the theft, destruction, loss, misappropriation, or release of sensitive and/or confidential information or intellectual
property, could result in business disruption, negative publicity, loss of customers, potential liability, including litigation or other legal actions against us or
the imposition of penalties, fines, fees or liabilities, which may not be covered by our insurance policies, and competitive disadvantage, any or all of which
would potentially adversely affect our customer service, decrease the volume of our business and result in increased costs and lower profits. Moreover, a
cybersecurity breach could require us to devote significant management resources to address the problems associated with the breach and to expend
significant additional resources to upgrade further the security measures we employ to protect information against cyber-attacks and other wrongful
attempts to access such information, which could result in a disruption of our operations.
While we have invested, and continue to invest, in technology security initiatives and other measures to prevent security breaches and cyber
incidents, as well as disaster recovery plans, these initiatives and measures may not be entirely effective to insulate us from technology disruption that
could result in adverse effects on our results of operations and financial condition.
To service our debt obligations, we will require a significant amount of cash. However, our ability to generate cash depends on many factors
beyond our control.
Our ability to make payments on, and to refinance, our debt obligations and to fund capital expenditures, will depend on our ability to generate
cash in the future, which, in turn, is subject to general economic, financial, competitive, regulatory and other factors, many of which are beyond our
control.
Our business may not generate sufficient cash flow from operations, and we may not have available to us future borrowings in an amount
sufficient to enable us to pay our debt obligations or to fund our other liquidity needs. In these circumstances, we may need to refinance all or a portion of
our debt obligations on or before maturity. We may not be able to refinance any of our debt obligations, on commercially reasonable terms, or at all.
Without this financing, we could be forced to sell assets or secure additional financing to make up for any shortfall in our payment obligations under
unfavorable circumstances. However, we may not be able to secure additional financing on terms favorable to us or at all and, in addition, the agreements
governing our debt obligations limit our ability to sell assets. In addition, we may not be able to sell assets quickly enough or for sufficient amounts to
enable us to meet our obligations.
9
We periodically invest surplus cash in marketable securities and other investments in order to realize a positive return, although there can be no
assurance that a positive return will be realized, and we could lose some or all of our investments, which could adversely affect our financial
condition and results of operation.
We invest a significant portion of our excess capital in marketable securities, including equity securities of publicly traded companies. At June 30,
2022, the fair value of these marketable securities was approximately $2.5 million. Approximately $1.8 million of our investments at June 30, 2022 include
equity securities of companies that are thinly traded. As such, these investments are classified as long-term in nature, as we may not be able to liquidate the
investments in a timely manner even if we wish to sell them. While we intend to hold our investments, until such time as we believe it is appropriate to sell
them in accordance with our overall investment policy, we may have unexpected cash requirements that could necessitate the sale of some or all of these
marketable securities for a loss.
We may not be able to successfully integrate our business acquisitions, which could adversely affect our business, financial condition, and results
of operations.
We have acquired, and may acquire in the future, businesses, products, and technologies that complement or expand our current operations.
Acquisitions could require significant capital investments and require us to integrate with companies that have different cultures, management teams, and
business infrastructure. Depending on the size and complexity of an acquisition, our successful integration of the acquisition could depend on several
factors, including:
Difficulties in assimilating and integrating the operations, products, and workforce of an acquired business;
The retention of key employees;
·
·
· Management of facilities and employees in separate geographic areas;
·
·
·
The integration or coordination of different research and development and product manufacturing facilities;
Successfully converting information and accounting systems; and
Diversion of resources and management attention from our other operations.
If market conditions or other factors require us to change our strategic direction, we may fail to realize the expected value from one or more of our
acquisitions. Our failure to successfully integrate any future acquisitions or realize the expected value from past or future acquisitions could harm our
business, financial condition, and results of operations.
We have experienced losses in the past, and we cannot be certain that we will sustain our current profitability; we may need additional capital in
the future to fund our businesses, which we may not be able to obtain on acceptable terms.
We have experienced operating losses in the past. Our ability to achieve or sustain profitability is based on a number of factors, many of which are
out of our control, including the material costs for our products and the demand for our products.
We currently anticipate that our available capital resources, including our existing cash and cash equivalents and accounts receivable balances, will
be sufficient to meet our expected working capital and capital expenditure requirements as our business is currently conducted for at least the next
12 months. We may also attempt to raise additional funds through public or private debt or equity financings, if such financings become available on
acceptable terms. We cannot be certain that any additional financing we may need will be available on terms acceptable to us, or at all. If adequate funds
are not available or are not available on acceptable terms, we may not be able to take advantage of opportunities, develop new products, or otherwise
respond to competitive pressures, and our operating results and financial condition could be adversely affected.
10
Our operations are dependent upon our key personnel. If such personnel were to leave unexpectedly, we may not be able to execute our business
plan.
Our future performance depends in significant part upon the continued service of our key technical and senior management personnel. Because we
have a relatively small number of employees when compared to other companies in the same industry, our dependence on maintaining our relationship with
key employees is particularly significant. We are also dependent on our ability to attract and retain high quality personnel, particularly in the areas of
product development, operations management, marketing and finance.
A high level of employee mobility and the aggressive recruiting of skilled personnel characterize the medical device industry. There can be no
assurance that our current employees will continue to work for us. Loss of services of key employees could have a material adverse effect on our business,
results of operations, and financial condition. Furthermore, we may need to provide enhanced forms of incentive compensation to attract and retain such
key personnel, which could potentially dilute the holdings of other shareholders.
Risks Related to Ownership of Our Common Stock
Two of our directors hold voting power with respect to a substantial portion of our outstanding common stock that enables them to have
significant influence over the outcome of all matters submitted to our shareholders for approval, which influence may conflict with our interests
and the interests of other shareholders.
As of August 12, 2022, two of our directors, Nicholas J. Swenson and Raymond E. Cabillot, directly or indirectly, controlled voting power over
approximately 38% (28% and 10%, respectively) of the outstanding shares of our common stock. As a result of such voting control, these directors will
have significant influence over all matters submitted to our shareholders for approval, including the election of our directors and other corporate actions,
and may have interests that conflict with our interests and the interests of other shareholders.
Our quarterly results can fluctuate significantly from quarter to quarter, which may negatively impact the price of our shares and/or cause
significant variances in the prices at which our shares trade.
Our sales have fluctuated in the past, and may fluctuate in the future from quarter to quarter and period to period, as a result of a number of
factors, including, without limitation: the size and timing of orders from customers; the length of new product development cycles; market acceptance of
new technologies; changes in pricing policies or price reductions by us or our competitors; the timing of new product announcements and product
introductions by us or our competitors; the financial stability of major customers; our success in expanding our sales and marketing programs; acceleration,
deferral, or cancellation of customer orders and deliveries; changes in our strategy; revenue recognition policies in conformity with accounting principles
generally accepted in the United States (“U.S. GAAP”); personnel changes; and general market and economic factors.
Because a significant percentage of our expenses are fixed, a variation in the timing of sales can cause significant fluctuations in operating results
from quarter to quarter. As a result, we believe that interim period-to-period comparisons of our results of operations are not necessarily meaningful and
should not be relied upon as indications of future performance. Further, our historical operating results are not necessarily indicative of future performance
for any particular period.
In addition, it is possible that our operating results in future quarters may be below the expectations of public market analysts and investors. In
such an event, the price of our common stock could be materially adversely affected.
11
Regulatory & Compliance Risks
Our operations are subject to a number of complex government regulations, the violation of which could have a material adverse effect on our
business.
The manufacture and distribution of medical devices are subject to state and federal requirements set forth by various government agencies
including the FDA and EPA. The statutes, regulations, administrative orders, and advisories that affect our businesses are complex and subject to diverse,
often conflicting, interpretations. While we make every effort to maintain full compliance with all applicable laws and regulations, we are unable to
eliminate the ongoing risk that one or more of our activities may at some point be determined to be non-compliant. The penalties for non-compliance could
range from an administrative warning to termination of a portion of our business. Furthermore, even if we are subsequently determined to have fully
complied with applicable laws or regulations, the costs to achieve such a determination and the intervening loss of business could adversely affect or result
in the cessation of a portion of our business. A change in such laws or regulations at any time may have an adverse effect on our operations.
The FDA designates all medical devices into one of three classes (Class I, II, or III) based on the level of control necessary to assure the safety and
effectiveness of the device (with Class I requiring the lowest level of control and Class III requiring the greatest level of control). The surgical
instrumentation we manufacture is generally classified into Class I. The FDA has broad enforcement powers to recall and prohibit the sale of products that
do not comply with federal regulations and to order the cessation of non-compliant processes. No claim has been made to date by the FDA regarding any of
our products or processes. Nevertheless, as is common in the industry, certain of our products and processes are from time to time subject to routine
governmental reviews and investigations. We are also subject to EPA regulations concerning the disposal of industrial waste.
While management believes that our products and processes fully comply with applicable laws and regulations, we are unable to predict the
outcome of any such future review or investigation.
We face risks and uncertainties associated with potential litigation by or against us, which could have a material adverse effect on our business,
financial condition, and results of operations.
We continually face the possibility of litigation as either a plaintiff or a defendant (See Note 10 to the consolidated financial statements contained
elsewhere in this report). It is not reasonably possible to estimate the awards or damages, or the range of awards or damages, if any, that we might incur in
connection with such litigation.
Many of our products are complex and technologically advanced. Such products may, from time to time, be the subject of claims concerning
product performance and construction, including warranty and patent infringement claims. While we are committed to investigating such concerns and
correcting them, there is no assurance that solutions will be found on a timely basis, if at all, to satisfy customer demands or to avoid potential claims or
litigation. Also, due to the location of our facilities, as well as the nature of our business activities, there is a risk that we could be subject to litigation
related to environmental remediation claims. We maintain insurance to protect against claims associated with the manufacture and use of our products as
well as environmental pollution, but there can be no assurance that our insurance coverage will adequately cover any claim asserted against us.
The uncertainty associated with potential litigation may have an adverse impact on our business. In particular, litigation could impair our
relationships with existing customers and our ability to obtain new customers. Defending or prosecuting litigation could result in significant legal costs and
a diversion of management’s time and attention away from business operations, either of which could have a material adverse effect on our business,
financial condition, and results of operations. There can be no assurance that litigation would not result in liability in excess of our insurance coverage, that
our insurance will cover such claims, or that appropriate insurance will continue to be available to us in the future at commercially reasonable rates.
12
The agreements governing our various debt obligations impose restrictions on our business and could adversely affect our ability to undertake
certain corporate actions.
The agreements governing our debt obligations include covenants imposing significant restrictions on our business. These restrictions may affect our
ability to operate our business and may limit our ability to take advantage of potential business opportunities as they arise. These covenants place
restrictions on our ability to, among other things:
create liens or use assets as security in other transactions;
incur additional debt;
·
· declare or pay dividends to shareholders;
·
· be acquired by a third party;
· pursue strategic acquisitions;
·
·
engage in transactions with affiliates; and
sell or transfer assets.
The agreements governing our debt obligations also require us to comply with a number of financial ratios, borrowing base requirements and
additional covenants.
Our ability to comply with these covenants may be affected by events beyond our control, including prevailing economic, financial, and industry
conditions. These covenants could adversely affect our business by limiting our ability to take advantage of financing, merger and acquisition, or other
corporate opportunities. The breach of any of these covenants or restrictions could result in a default under our debt obligations. If we were unable to repay
our debt or are otherwise in default under any provision governing our secured debt obligations, our lender could proceed against us and against the
collateral securing that debt.
We are subject to changes in and interpretations of financial accounting matters that govern the measurement of our performance, compliance
with which could be costly and time consuming.
We are subject to changes in and interpretations of financial accounting standards that govern the measurement of our performance. Based on our
reading and interpretations of relevant pronouncements, guidance, or concepts issued by, among other authorities, the Financial Accounting Standards
Board, the SEC, and the American Institute of Certified Public Accountants, management believes our performance, including current sales contract terms
and business arrangements, has been properly reported. However, there continue to be issued pronouncements, interpretations, and guidance for applying
the relevant standards to a wide range of contract terms and business arrangements that are prevalent in the industries in which we operate. Future
interpretations or changes by the regulators of existing accounting standards or changes in our business practices may result in future changes in our
accounting policies and practices that could have a material adverse effect on our business, financial condition, cash flows, revenue, and results of
operations.
Our evaluation of internal controls and remediation of potential problems is costly and time consuming and could expose weaknesses in financial
reporting.
Section 404 of the Sarbanes-Oxley Act of 2002, as amended, requires management’s assessment of the effectiveness of our internal control over
financial reporting. This process is expensive and time consuming and requires significant attention of management. Management can give no assurance
that material weaknesses in internal controls will not be discovered. If a material weakness is discovered, corrective action may be time consuming and
costly, and could further divert the attention of management. The disclosure of a material weakness, even if quickly remedied, could reduce the market’s
confidence in our financial statements and harm our stock price, especially if a restatement of financial statements for past periods is required.
13
General Risks
The global economic environment may impact our business, financial condition, and results of operations.
Changes in the global economic environment have caused, and may cause in the future, a general tightening in the credit markets, lower levels of
liquidity, increases in rates of default and bankruptcy, high rates of inflation, and extreme volatility in credit, equity and fixed income markets. These
macroeconomic developments could negatively affect our business, operating results or financial condition should they cause, for example, current or
potential customers to become unable to fund purchases of our products, in turn resulting in delays, decreases or cancellations of purchases of our products
and services, or causing the customer to not pay us or to delay paying us for previously purchased products and services. In addition, financial institution
failures may cause us to incur increased expenses or make it more difficult either to obtain financing for our operations, investing activities (including the
financing of any future acquisitions), or financing activities. Additional economic risks and uncertainties not currently known to us or that we currently
deem to be immaterial also may materially and adversely affect our business, financial condition, and results of operations.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
PROPERTIES
Our executive offices and manufacturing facility are located at 2361 McGaw Avenue, Irvine, California 92614. We lease the 28,000 square foot
facility from an unrelated third party at a current base monthly lease rate of approximately $41,000 with 3% annual escalations through the expiration of
the lease in September 2027. The building is a one-story, stand-alone structure of concrete “tilt-up” construction, approximately 30 years old and in good
condition.
We are currently preparing the Franklin Property, located at 14401 Franklin Avenue, Tustin, California 92780, for our move-in. We purchased this
25,000 square foot facility in November 2020 from an unrelated third party through a loan (See Note 8 of to the consolidated financial statements contained
elsewhere in this report) and while we have moved some staff over there during fiscal 2022, we plan to move our assembly and repairs teams once our
validations are completed, currently expected in the third quarter of fiscal 2023. The building is a one-story, stand-alone structure of concrete “tilt-up”
construction, approximately 45 years old and in good condition.
We believe that our facilities are adequate for our current and expected future needs and are in full compliance with applicable state, EPA and
other agency environmental standards.
ITEM 3.
LEGAL PROCEEDINGS
See Note 10 to the consolidated financial statements contained elsewhere in this report.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
14
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
PART II
EQUITY SECURITIES
Market Information
Our common stock is quoted under the symbol “PDEX” on the automated quotation system of the Nasdaq Capital Market (“NASDAQ”). The
following table sets forth for the quarters indicated the high and low sales prices of our common stock as reported by NASDAQ. The quotations reflect
inter-dealer prices, without retail markup, markdown, or commissions, and may not necessarily represent actual transactions. On September 6, 2022, the
last sale price of our common stock as reported by NASDAQ was $19.68 per share.
Year ended June 30, 2022:
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Year ended June 30, 2021:
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Holders
$
$
High
Low
31.51 $
25.90
25.81
16.51
31.42 $
42.60
33.66
35.80
23.78
20.44
15.00
13.16
17.01
26.96
21.97
25.76
As of September 6, 2022, there were 116 holders of record of our common stock. This number does not include beneficial owners including
holders whose shares are held in nominee, or “street,” name.
Dividends
We have never paid a cash dividend with respect to our common stock. The current policy of our Board of Directors is to retain any future
earnings to provide funds for the operation and expansion of our business. Any determinations to pay dividends in the future will be at the discretion of our
Board of Directors.
Repurchases
During the fourth quarter of fiscal 2022 and 2021, we repurchased 22,532 and 54,880 shares of our common stock, respectively, at an aggregate cost
of $350,000 and $1.5 million, respectively, through Board approved prearranged share repurchase plans intended to qualify for the safe harbor under Rule
10b5-1 under the Securities Exchange Act of 1934, as amended. Repurchases by us of our common stock by month during the quarter ended June 30, 2022,
were as follows:
Period
April 1, 2022 to April 30,
2022
May 1, 2022 to May 31, 2022
June 1, 2022 to June 30, 2022
Total Number of Shares
Purchased
Average Price Paid per
Share
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
Maximum Number of
Shares that May Yet Be
Purchased Under the
Plans or Programs
—
16,251
$
6,281 $
—
15.41
15.89
—
16,251
6,281
737,885
721,634
715,353
All repurchases were made pursuant to our previously announced repurchase programs.
ITEM 6.
RESERVED
15
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with our Financial Statements and the
Notes thereto contained elsewhere in this report, as well as the Risk Factors included in Item 1A of this report. The following discussion contains forward-
looking statements. (See “Cautionary Note Regarding Forward-Looking Statements” included in Part I of this report.)
Overview
The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our
results of operations and financial condition for the fiscal years ended June 30, 2022 and 2021.
We specialize in the design, development, and manufacture of autoclavable, battery-powered and electric, multi-function surgical drivers and
shavers used primarily in the orthopedic, thoracic, and CMF markets. Additionally, we provide engineering, quality, and regulatory consulting services to
our customers. We also sell rotary air motors. Our products are found in hospitals, medical engineering labs, scientific research facilities, and high-tech
manufacturing operations around the world. We are headquartered in Irvine, California.
COVID-19 Pandemic
We have adjusted certain policies and procedures based on applicable national, state, and local emergency orders and safety guidance that may be
issued from time to time, in order to effectively manage our business during the pandemic, including:
Non-essential employees that are able to work remotely did so during most of fiscal 2021 and some of fiscal 2022;
Increased frequency of disinfectant cleanings, especially for high-touch surfaces;
Curtailed business travel;
·
·
·
· Multiple, staggered work shifts have been implemented in order to achieve effective social distancing;
·
·
·
Provided training, education and appropriate personal protective equipment;
Implemented quarterly, then monthly, company-wide COVID-19 testing through June 2021; and
Daily temperature screenings and personal affidavits of wellness.
While we have yet to see any decline in our customer orders, we have received and accepted some customer requests to delay the shipment of their
existing orders. We provide our largest customer with a device used primarily in elective surgeries and although this customer has not requested a reduction
or delay to their planned shipments, if this pandemic continues to adversely impact the United States and other markets where our products are sold,
coupled with the recommended deferrals of elective procedures by governments and other authorities, we would expect to see a decline in demand from our
principal customer.
We are focused on the health and safety of all those we serve – our customers, our communities, our employees, and our suppliers. We are
supporting our customers according to their priorities and working with them to the degree that we can offer relief in the form of delayed shipments. We are
focused on continuity of supply by working with our suppliers, some of whom have delivered our orders late and are quoting longer lead times.
16
While the COVID-19 pandemic did not materially adversely affect our financial results and business during calendar 2021, we began to see some
challenges in our supply chain in the form of delayed shipments, longer lead times, and surcharges, much of which our suppliers indicate has been caused
by the COVID-19 pandemic. As previously disclosed, during early calendar 2022, we saw these conditions persist and worsen such that we expected them
to negatively impact our financial performance in the third quarter and possibly the fourth quarter of fiscal 2022, reflected as a reduction in net sales.
However, we did not end up experiencing this anticipated decline in our sales because we were able to largely mitigate our biggest concerns by sourcing
replacement chips through alternative suppliers, albeit at much higher prices, for many of our printed circuit board assemblies. In so doing, our cost of sales
increased during the third and fourth quarter of fiscal 2022. We continue to implement plans and processes to mitigate these challenges that many
manufacturers similarly face. Our long-term prospects remain positive, and we believe these challenges will negatively impact us only in the short-term.
Critical Accounting Policies
Our financial statements are prepared in accordance with U.S. GAAP. The preparation of our financial statements requires management to make
estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. We base our estimates on
historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these
estimates.
Revenue Recognition
Under Accounting Standards Update (“ASU”) 2014-09, (Topic 606) “Revenue From Contracts with Customers,” we recognize revenue from the
sales of products and services by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the
contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue
when each performance obligation is satisfied. We primarily sell finished products and recognize revenue at point of sale or delivery. However, we also
perform services when we are engaged to design a product for a customer and there is more judgment involved in determining the amount and timing of
revenue recognition under those types of contracts. In fiscal 2022, the revenue from non-recurring engineering (“NRE”) and prototype services represents
approximately 2% of total revenue.
Returns of our product for credit are not material; accordingly, we do not establish a reserve for product returns at the time of sale.
Estimated Losses on Product Development Services
Cost and revenue estimates related to the product development service portions of development and supply contracts are reviewed and updated
quarterly. An expected loss on development service contracts is recognized immediately in cost of sales. Losses recorded in fiscal 2022 and 2021 related to
these services totaled $0 and $71,000, respectively.
Owing to the complexity of many of the contracts we have undertaken, the cost estimation process requires significant judgment. It is based upon
the knowledge and experience of our project managers, engineers, and finance professionals. Factors that are considered in estimating the cost of work to be
completed and ultimate profitability of the fixed price product development portion of development and supply contracts include the nature and complexity
of the work to be performed, availability and productivity of labor, the effect of change orders, the availability of materials, performance of subcontractors,
and expected costs for specific regulatory approvals.
17
Warranties
Most of our products are sold with a warranty that provides for repairs or replacement of any defective parts for a period, generally one to two
years, after the sale. At the time of the sale, we accrue an estimate of the cost of providing the warranty based on prior experience with such factors as
return rates and repair costs, which factors are reviewed quarterly.
Warranty expenses, including changes of estimates, are included in cost of sales in our statements of operations.
Inventories
Inventories are stated at the lower of cost (first-in, first-out method) or net realizable value. Reductions to estimated net realizable value are
recorded, and charged to cost of sales, when indicated based on a formula that compares on-hand quantities to both historical usage and estimated demand
over the ensuing 12 months from the measurement date.
Accounts Receivable
Trade receivables are stated at their original invoice amounts, less an allowance for doubtful portions of such accounts. Management determines
the allowance for doubtful accounts based on facts and circumstances related to specific accounts, and on historical experience related to the age of
accounts. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously reserved are offset against the allowance
when received.
Deferred Costs
Deferred costs reflect costs incurred related to non-recurring engineering services under the terms of the related development and supply contracts.
These costs get recorded to cost of sales in the period that the revenue is recognized.
Investments
Investments consist of marketable equity securities of publicly held companies. The investments were made to realize a reasonable return,
although there is no assurance that positive returns will be realized. Investments are marked to market at each measurement date, with unrealized gains and
losses presented in other income (expense) in our consolidated income statements. Some of our investments include the common stock of public companies
that are thinly traded. Certain of these investments are classified as long-term in nature, as we may not be able to liquidate the investments in a timely
manner even if we wish to sell them. Thinly traded investments were subject to a valuation analysis as of June 30, 2022 and 2021.
Long-lived Assets
We review the recoverability of long-lived assets, consisting of building, equipment, and improvements, when events or changes in circumstances
occur that indicate carrying values may not be recoverable.
Building, equipment, and improvements are recorded at historical cost and depreciation is provided using the straight-line method over the
following periods:
Building
Equipment
Improvements
Thirty years
Three to ten years
Shorter of the remaining life of the underlying building, lease term, or the
asset’s estimated useful life
18
Intangibles
Other intangibles consist of legal fees incurred in connection with patent applications. The legal fees will be amortized over the estimated life of the
product(s) that will be utilizing the technology or expensed immediately in the event the patent office denies the issuance of the patent. The expense
associated with the amortization of the patent costs is recognized in research and development costs.
Income Taxes
We recognize deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and
liabilities, along with net operating loss and tax credit carryovers. Deferred tax assets at June 30, 2022 and 2021 consisted primarily of basis differences
related to unrealized gain/loss related to investments, stock-based compensation, fixed assets, accrued expenses and inventories. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Significant management judgment is required in determining our provision for income taxes and the recoverability of our deferred tax assets. Such
determination is based on our historical taxable income, with consideration given to our estimates of future taxable income and the periods over which
deferred tax assets will be recoverable. In evaluating our ability to recover our deferred tax assets, we consider all available positive and negative evidence,
including reversals of deferred tax liabilities, projected future taxable income, and results of recent operations. The assumptions about future taxable
income require significant judgment and are consistent with the plans and estimates we are using to manage the underlying business. In evaluating the
objective evidence that historical results provide, we consider three years of cumulative operating income (loss).
Results of Operations for the Fiscal Year Ended June 30, 2022 Compared to the Fiscal Year Ended June 30, 2021
The following tables set forth results from operations for the fiscal years ended June 30, 2022 and 2021:
Net sales
Cost of sales
Gross profit
Selling expenses
General and administrative expenses
Loss from disposal of equipment
Research and development costs
Operating income
Other income (loss), net
Income before income taxes
Income tax expense
Net income
Years Ended June 30,
2022
2021
Dollars in thousands
% of
Net Sales
% of
Net Sales
42,041
28,909
13,132
91
4,903
35
2,980
8,009
5,123
(417)
4,706
851
3,855
$
$
19
100% $
69%
31%
—
12%
—
7%
19%
12%
(1%)
11%
2%
9% $
38,029
24,454
13,575
590
4,076
—
4,384
9,050
4,525
2,472
6,997
1,176
5,821
100%
64%
36%
2%
11%
—
11%
24%
12%
6%
18%
3%
15%
Net Sales
The majority of our revenue is derived from designing, developing, and manufacturing powered surgical instruments for medical device original
equipment manufacturers. We also manufacture and sell rotary air motors to a wide range of industries. The proportion of total sales by product/service
type is as follows:
Net sales:
Medical devices
Industrial and scientific
NRE & Prototype services
Dental and component
Repairs
Discounts & Other
Years Ended June 30,
2022
2021
Dollars in thousands
% of
Net Sales
% of
Net Sales
Increase
(Decrease) From
2021 To
2022
$
$
34,004
919
1,014
465
6,610
(971)
42,041
81% $
2%
2%
1%
16%
(2%)
100% $
32,149
854
324
161
4,956
(415)
38,029
85%
2%
1%
—
13%
(1%)
100%
6%
8%
213%
189%
33%
134%
11%
Net sales in fiscal 2022 increased by $4.0 million, or 11%, as compared to fiscal 2021, due primarily to an increase in medical device revenue of
$1.9 million as well as a $1.7 million increase in repair revenue. Details of our medical device sales by type is as follows:
Medical device sales:
Orthopedic
CMF
Thoracic
Total
Years Ended June 30,
2022
2021
Dollars in thousands
% of
Total
% of
Total
Increase
(Decrease)
From 2021 To
2022
$
$
21,877
10,277
1,850
34,004
64% $
30%
6%
100% $
18,061
6,212
7,876
32,149
56%
19%
25%
100%
21%
65%
(77%)
6%
Sales of our medical device products increased $1.9 million, or 6% during, fiscal 2022 as compared to fiscal 2021. During fiscal 2022, orthopedic
sales increased by $3.8 million to $21.9 million, up from $18.1 million in fiscal 2021, due primarily to increased sales to our largest customer. Additionally,
recurring revenue from distributors of CMF drivers increased $4.1 million in fiscal 2022 compared to fiscal 2021 in part due to the launch of a new driver
to our existing largest customer during the third quarter of fiscal 2021. Our fiscal 2022 thoracic sales revenue decreased $6.0 million compared to the prior
fiscal year, due likely as a result of our customer filling the near-term requirements of its distribution network. Currently, the thoracic driver is only sold to
one customer, although we are in discussions with other of our existing customers who have expressed an interest in this driver.
Sales of our industrial and scientific products, which consist primarily of our compact pneumatic air motors, increased $65,000, or 8%, for fiscal
2022 compared to fiscal 2021. The revenue increase relates to a continued interest in these legacy products, but is not due to any substantive marketing
efforts.
Sales of our NRE & proto-type services increased $690,000 or 213% compared to fiscal 2021 and relates to billable engagement for multiple
engineering projects.
20
Sales of our dental products and components in fiscal 2022 increased $304,000, or 189%, as compared to fiscal 2021. The increase in sales in fiscal
2022 related to component sales of excess inventory directly to our largest customer due to the release of their next generation device. We expect future
declines in this area as we are no longer manufacturing dental products, but rather are simply selling remaining component inventory.
Our fiscal 2022 repair revenue has increased approximately $1.7 million, or 33%, over fiscal 2021 to $6.6 million, due to increased repairs of the
orthopedic handpiece we sell to our largest customer. We expect repair revenue to continue to increase based upon expected refurbishments to upgrade the
handpiece to the next generation, which was released in the third quarter of fiscal 2022. While we expect the volume of repairs to increase, we expect the
gross margin to deteriorate, at least in the near term, as we are currently upgrading these handpieces at no additional cost while we continue to negotiate a
new repair price with our largest customer in good-faith.
At June 30, 2022, we had a backlog of $16.5 million compared with a backlog of $9.7 million at June 30, 2021. Our backlog represents firm
purchase orders received and acknowledged from our customers and does not include all revenue expected to be generated from existing customer
contracts. Our entire backlog at June 30, 2022, as well as certain purchase orders received subsequent to June 30, 2022, are expected to be delivered during
fiscal 2023. We have experienced, and may continue to experience, variability in our new order bookings due to, among other reasons, the launch of new
products, the timing of customer orders based on end-user demand, and customer inventory levels. We do not typically experience seasonal fluctuations in
our shipments and revenues.
Cost of Sales and Gross Margin
Years Ended June 30,
2022
2021
Dollars in thousands
% of
Net Sales
% of
Net Sales
Increase
(Decrease)
From 2021 To
2022
Cost of sales:
Product costs
NRE and Prototype services costs
Under (over)-absorption of manufacturing
overhead
Inventory and warranty charges
Total cost of sales
$
$
26,296
774
877
962
28,909
63% $
2%
2%
2%
69% $
23,093
395
370
596
24,454
60%
1%
1%
2%
64%
14%
96%
137%
61%
18%
Cost of sales in fiscal 2022 increased $4.5 million, or 18%, from fiscal 2021, primarily due to the increase in product costs, consistent with the
11% increase in net sales, coupled with higher material and labor costs. During fiscal 2021, we incurred costs of $395,000 to generate $324,000 in revenue
related to NRE and Prototype services, netting losses in the amount of $71,000 compared to netting profit of $240,000 in fiscal 2022. During fiscal 2022,
we experienced $877,000 under-absorption of manufacturing costs compared to a $370,000 in fiscal 2021, due primarily to actual production hours being
less than planned. Costs related to inventory and warranty charges increased $366,000 in fiscal 2022 compared to fiscal 2021, primarily due to sourcing
components for our printed circuit board assemblies at prices higher than usual.
21
Operating Expenses
Years Ended June 30,
2022
2021
(Dollars in thousands)
% of
Net Sales
% of
Net Sales
Increase
(Decrease)
From 2021 To
2022
Operating expenses:
Selling expenses
General and administrative expenses
Research and development costs
$
$
91
4,903
2,980
7,974
—
$
12%
7%
19% $
590
4,076
4,384
9,050
2%
11%
11%
24%
(85%)
20%
(32%)
(12%)
Selling expenses consist of salaries and other personnel-related expenses related to our business development department, as well as trade show
attendance, advertising and marketing expenses, and travel and related costs incurred in generating and maintaining customer relationships. Selling
expenses decreased $499,000, or 85%, compared to fiscal 2021, primarily due to decreased personnel and related expenses due to combining our Director
of Business Development position with our Director of Engineering position in the first quarter of fiscal 2022.
General and administrative expenses (“G&A”) consist of salaries and other personnel-related expenses for corporate, accounting, finance, and
human resource personnel, as well as costs for outsourced information technology services, professional fees, directors’ fees, and costs associated with
being a public company. The $827,000 increase in G&A expenses from fiscal 2021 to 2022 is due primarily to $374,000 in increased stock compensation
expense related to awards granted in fiscal 2022 and 2021. We also incurred $261,000 in expenses in fiscal 2022 related to defending a patent infringement
case brought against one of our customers. We incurred no similar expenses during the prior fiscal year. Finally, we incurred an increase in professional
service fees in fiscal 2022 as compared to fiscal 2021 related to the costs associated with being a public company of approximately $142,000.
Research and development costs generally consist of salaries, employer-paid benefits, and other personnel- related costs of our engineering and
support personnel, as well as allocated facility and information technology costs, professional and consulting fees, patent-related fees, lab costs, materials,
and travel and related costs incurred in the development and support of our products. Research and development costs decreased $1.4 million from fiscal
2021 to 2022 due to decreased spending on internal product development projects. In fiscal 2022, our engineering department has been engaged in more
billable customer projects and therefore costs get shifted to cost of sales instead of research and development.
22
Although the majority of our research and development costs relate to sustaining activities related to products we currently manufacture and sell,
we have created a product roadmap to develop future products. Many of our product development efforts are undertaken only upon completion of an
analysis of the size of the market, our ability to differentiate our product from our competitors’, as well as an analysis of our specific sales prospects with
new and/or existing customers. Research and development costs represent between 37% and 48% of total operating expenses during fiscal 2021 and 2022
and are expected to increase in the future as we continue to invest in product development. The amount spent on projects under development is summarized
below (in thousands):
Total Research and Development costs:
Products in development:
ENT Shaver
CMF Driver
Vital Ventilator
Sustaining & Other
Total
Years Ended June 30,
2022
2021
$
Dollars in thousands
2,980 $
4,384
282
—
115
2,583
2,980 $
829
826
191
2,538
4,384
$
Expected
Market
Launch(1)
Estimated
Annual
Revenue(2)
Q4 2022 $
(3) $
Q1 2023 $
1,000
1,000
1,500
(1) Represents the calendar quarter of expected market launch.
(2) The products in development include risks that they could be abandoned in the future prior to completion, they could fail to become commercialized,
or the actual annual revenue realized may be less than the amount estimated.
(3) The CMF Driver was completed in the third quarter of fiscal 2021 and began shipping to our existing largest customer under a distribution agreement
we executed in the first quarter of fiscal 2021. We generated revenue of $1.8 million related to this product in fiscal 2022.
As we introduce new products into the market, we expect to see an increase in sustaining and other engineering expenses. Typical examples of
sustaining engineering activities include, but are not limited to, end-of- life component replacement, especially in electronic components found in our
printed circuit board assemblies, analysis of customer complaint data to improve process and design, replacement and enhancement of tooling and fixtures
used in the machine shop, assembly operations, and inspection areas to improve efficiency and through-put. Additionally, these costs include development
projects that may be in their infancy and may or may not result in a full-fledged product development effort.
Other Income (Expense)
Interest and Dividend Income
Our interest and dividend income earned in fiscal 2022 and 2021 includes income earned from our interest-bearing money market accounts and
portfolio of equity investments.
Unrealized gain (loss) on marketable equity investments
The unrealized gain (loss) on marketable equity investments relates to our investment portfolio more fully described in Note 5 to the consolidated
financial statements contained elsewhere in this report.
Gain on Sale of Investments
During fiscal 2022, we liquidated some of the investments in our portfolio of equity investments receiving proceeds of $770,000 and recording a
gain of $28,000. During fiscal 2021, we liquidated some of the investments in our portfolio of equity investments receiving proceeds of $4.6 million and
recording a gain of $1.3 million.
23
Interest Expense
Interest expense incurred in fiscal 2022 and 2021 consists primarily of interest expense related to our debt with Minnesota Bank & Trust (“MBT”)
described more fully in Note 8 to the consolidated financial statements contained elsewhere in this report.
Income Taxes
The effective tax rate for the fiscal years ended June 30, 2022 and 2021, was 18% and 17%, respectively, slightly less than our combined expected
federal and applicable state corporate income tax rates due primarily to federal and state research credits.
Liquidity and Capital Resources
The following table is a summary of our Statements of Cash Flows and Cash and Working Capital as of and for the fiscal years ended June 30,
2022 and 2021:
Cash provided by (used in):
Operating activities
Investing activities
Financing activities
Cash, cash equivalents and working capital:
Cash and cash equivalents
Working capital
Cash Flows from Operating Activities
As of and for the Years
Ended June 30,
2022
2021
(In thousands)
$
$
$
$
$
(847) $
(1,235) $
(790) $
(2,078)
(3,710)
3,088
849 $
19,812 $
3,721
18,744
Cash used in operating activities totaled $847,000 during fiscal 2022. Our net income was $3.9 million and included non-cash stock compensation
expense and depreciation and amortization expense in the amount of $1.3 million and $726,000, respectively. Additionally, our accounts payable and
accrued expenses increased by $2.0 million. Offsetting these inflows of cash, our accounts receivable and inventory balances grew by $4.4 million and $4.2
million, respectively.
Cash used in operating activities during fiscal 2021 totaled $2.1 million. Our net income was $5.8 million and included $1.3 million of gains on
the sales of certain equity investments, $1.4 million in unrealized gains on marketable equity investments, as well as $901,000 of non-cash stock
compensation. Offsetting this net inflow of cash, our accounts receivable balance increased by $5.8 million primarily because our largest customer changed
their payment terms from net 30 to net 90 in conjunction with a contract extension executed in fiscal 2021.
Cash Flows from Investing Activities
Net cash used in investing activities in fiscal 2022 was $1.2 million and related primarily to $1.6 million in purchases of equipment and
improvements as well as the purchase of $334,000 of marketable equity securities, offset by $770,000 in proceeds from sales of marketable equity
securities.
Net cash used in investing activities in fiscal 2021 was $3.7 million. During the 2021 fiscal year, we generated $4.6 million in proceeds from sales
of marketable equity securities under the direction of the Investment Committee of our Board, purchased the Franklin Property for $6.5 million and made
capital expenditures in the amount of $1.8 million primarily for the Franklin Property.
24
Cash Flows from Financing Activities
Net cash used in financing activities for fiscal 2022 totaled $790,000 and related primarily to the $1.6 million repurchase of 75,250 shares of our
common stock pursuant to our share repurchase program, as well as $1.2 million of principal payments primarily related to our various loans from MBT
offset by the $2.0 million in new borrowings from MBT more fully described in Note 8 to the consolidated financial statements contained elsewhere in this
report.
Net cash provided by financing activities for fiscal 2021, totaled $3.1 million and included $9.1 million in various loans from MBT more fully
described in Note 8 to the consolidated financial statements contained elsewhere in this report, offset by $5.5 million related to the repurchase of 216,171
shares of our common stock pursuant to our share repurchase program, $351,000 of principal payments on our loans with MBT, as well as payment of
$259,000 of employee payroll taxes related to the award of 40,000 shares of common stock to employees under previously granted performance awards.
Liquidity Requirements for the Next 12 Months
As of June 30, 2022, our working capital was $19.8 million. We currently believe that our existing cash and cash equivalent balances, together
with our account receivable balances, and anticipated cash flows from operations will provide us sufficient funds to satisfy our cash requirements as our
business is currently conducted for at least the next 12 months.
We are focused on preserving our cash balances by monitoring expenses, identifying cost savings, and investing only in those development
programs and products that we believe will most likely contribute to our profitability. As we execute our current strategy, however, we may require debt
and/or equity capital to fund our working capital needs and requirements for capital equipment to support our manufacturing and inspection processes. In
particular, we have experienced negative operating cash flow in the past, especially as we procure long-lead time materials to satisfy our backlog, which
can be subject to extensive variability. We believe that if we need additional capital to fund our operations, we can borrow against our revolving loan with
MBT, or sell additional shares of our common stock under our ATM Agreement, which is currently suspended, but which we believe we could reinstate if
needed.
Surplus Capital Investment Policy
During fiscal 2013, our Board approved a Surplus Capital Investment Policy (the “Policy”) that provides, among other items, for the following:
(a) Determination by our Board of Directors of (i) our surplus capital balance and (ii) the portion of such surplus capital balance to be
invested according to the Policy;
(b) Selection of an Investment Committee responsible for implementing the Policy; and
(c) Objectives and criteria under which investments may be made.
The Investment Committee is comprised of Messrs. Swenson (Chair), Cabillot, and Van Kirk.
The Investment Committee approved each of the investments comprising the $2.5 million of marketable public equity securities held at June 30,
2022, which amount includes unrealized holding losses in the amount of $262,000 at June 30, 2022.
In December 2019, our Board approved a new share repurchase program authorizing us to repurchase up to one million shares of our common
stock, as the prior repurchase plan, authorized by our Board in 2013, authorizing the repurchase of 750,000 shares of common stock was nearing
completion. In accordance with, and as part of, these share repurchase programs, our Board has approved the adoption of several prearranged share
repurchase plans intended to qualify for the safe harbor Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (“10b5-1 Plan” or “Plan”).
25
During the fiscal year ended June 30, 2022, we repurchased 75,250 shares at an aggregate cost, inclusive of fees under the Plan, of $1.6 million.
During the fiscal year ended June 30, 2021, we repurchased 216,171 shares at an aggregate cost, inclusive of fees under the Plan, of $5.5 million. On a
cumulative basis, we have repurchased a total of 1,110,746 shares under the share repurchase programs at an aggregate cost, inclusive of fess under the
Plan, of $15.7 million. All repurchases under the 10b5-1 Plans were administered through an independent broker.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
PRO-DEX, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (Moss Adams LLP, Irvine, California, Auditor ID: 659)
Financial Statements:
Consolidated Balance Sheets, June 30, 2022 and 2021
Consolidated Income Statements, Years Ended June 30, 2022 and 2021
Consolidated Statements of Shareholders’ Equity, Years Ended June 30, 2022 and 2021
Consolidated Statements of Cash Flows, Years Ended June 30, 2022 and 2021
Notes to Consolidated Financial Statements
26
Page
27
29
30
31
32
34
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors
Pro-Dex, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Pro-Dex, Inc. and Subsidiaries (the “Company”) as of June 30, 2022 and 2021, the
related consolidated income statements, shareholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the
“consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial
position of the Company as of June 30, 2022 and 2021, and the consolidated results of its operations and its cash flows for the years then ended, in
conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not
required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain
an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal
control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or
fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis
for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was
communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the consolidated
financial statements, and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not
alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Investment Valuation
As described in Notes 2 and 5 to the consolidated financial statements, the Company’s consolidated investments total $2,534,000 at June 30, 2022. Both
current and long-term investments include the common stock of publicly traded companies that are considered thinly traded.
27
We identified the valuation of thinly traded securities as a critical audit matter. The Company’s current and long-term investments represent shares that
materially exceed the average daily trading volume of the thinly traded securities, thus the Company must consider a discount due to the lack of liquidity
and marketability. The Company uses a third-party specialist to perform the discount analysis for financial statement reporting purposes in order to comply
with the guidelines set forth in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 320, Investments – Debt
and Equity Securities and FASB Accounting Standards Update (ASU) No. 2016-01, Financial Instruments – Overall (Subtopic 825-10) Recognition and
Measurement of Financial Assets and Financial Liabilities. The discount analysis is derived using a two-part approach. The first analysis uses a protective
put model to estimate the discount for lack of liquidity and marketability. The second analysis is a time-adjusted analysis based on restricted stock studies,
which is used to adjust the discount to reflect the dribble-out period associated with the securities. The determination of the discount involves significant
judgment by management. Auditing management’s judgments regarding the appropriate discount involves a high degree of subjectivity, including the use
of professionals with specialized skill and knowledge.
The primary procedures we performed to address this critical audit matter included:
· Reviewed the qualifications, independence, and objectives and scope of the third-party specialist.
· Used historical average daily trading volumes in conjunction with the estimated shares that can be transacted per day in order to determine the average
expected days to sell securities, and whether that classifies them as thinly traded.
· With the assistance of an internal valuation specialist, tested the methodology and assumptions used in the valuation. This includes testing of the
protective put model. Specific assumptions that were tested in the model include the stock price of the securities, volatility of the securities, the risk-free
rate of interest, and the illiquidity horizons.
· Comparison of the methods and assumptions used with those used in preceding periods.
· Testing proper classification of investment valuations within the Fair Value Hierarchy as set forth in ASC 820. We tested management’s analysis of the
securities, which considered the Company’s holdings relative to the average daily trading volume of the securities over a period of time to determine
whether the investment is thinly traded.
/s/ Moss Adams LLP
Moss Adams LLP
Irvine, California
September 8, 2022
We have served as the Company’s auditor since 2003.
28
PRO-DEX, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents
Investments
Accounts receivable, net of allowance for doubtful accounts of $0 and $2 at June 30, 2022 and 2021,
$
respectively
Deferred costs
Inventory
Prepaid expenses and other current assets
Total current assets
Land and building, net
Equipment and improvements, net
Right of use asset, net
Intangibles, net
Deferred income taxes, net
Investments
Other assets
Total assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable
Accrued liabilities
Income taxes payable
Deferred revenue
Notes payable
Total current liabilities
Non-current liabilities:
Lease liability, net of current portion
Notes payable, net of current portion
Total non-current liabilities
Total liabilities
Commitments and Contingencies:
Shareholders’ equity:
$
$
June 30,
2022
2021
849 $
755
15,384
710
12,678
790
31,166
6,343
4,833
2,248
118
797
1,779
42
47,326 $
3,761 $
2,751
544
1,013
3,285
11,354
2,054
10,250
12,304
23,658
3,721
1,295
10,933
193
8,437
434
25,013
6,437
3,845
2,605
186
463
1,704
67
40,320
2,288
2,198
397
150
1,236
6,269
2,432
11,535
13,967
20,236
Common stock, no par value, 50,000,000 shares authorized; 3,596,131 and 3,645,660 shares issued and
outstanding at June 30, 2022 and 2021, respectively
Retained earnings
Total shareholders’ equity
Total liabilities and shareholders’ equity
7,682
15,986
23,668
47,326 $
7,953
12,131
20,084
40,320
$
See notes to consolidated financial statements.
29
PRO-DEX, INC.
CONSOLIDATED INCOME STATEMENTS
(In thousands, except share and per share data)
Net sales
Cost of sales
Gross profit
Operating expenses:
Selling expenses
General and administrative expenses
Loss on disposal of equipment
Research and development costs
Total operating expenses
Operating income
Other income (expense):
Interest and dividend income
Unrealized gain (loss) on marketable equity investments
Gain on sale of investments
Interest expense
Total other income (expense)
Income before income taxes
Income tax expense
Net income
Basic & Diluted income per share:
Basic net income per share
Diluted net income per share
Weighted-average common shares outstanding:
Basic
Diluted
See notes to consolidated financial statements.
30
Years Ended June 30,
2022
2021
$
42,041 $
28,909
13,132
38,029
24,454
13,575
91
4,903
35
2,980
8,009
5,123
76
(57)
28
(464)
(417)
4,706
851
3,855 $
1.06 $
1.02 $
590
4,076
—
4,384
9,050
4,525
126
1,371
1,327
(352)
2,472
6,997
1,176
5,821
1.53
1.48
3,635,894
3,763,345
3,796,516
3,936,194
$
$
$
PRO-DEX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
For The Years Ended June 30, 2022 and 2021
(In thousands, except share data)
Common Shares
Number of Shares
Amount
Retained Earnings
Total
Balance at June 30, 2020
Net income
ESPP shares issued
Shares issued in connection with performance award vesting
Shares withheld from common stock issued to pay employee payroll taxes
Exercise of stock options(1)
Share-based compensation
Share repurchases
Balance at June 30, 2021
Net income
ESPP shares issued
Exercise of stock options(2)
Share-based compensation
Share repurchases
Balance at June 30, 2022
3,811,137 $
—
2,677
40,000
(14,371)
22,388
—
(216,171)
3,645,660 $
—
2,576
23,145
—
(75,250)
3,596,131 $
12,752 $
—
57
—
(259)
39
901
(5,537)
7,953 $
—
60
—
1,275
(1,606)
7,682 $
6,310 $
5,821
—
—
—
—
—
—
12,131 $
3,855
—
—
—
—
15,986 $
19,062
5,821
57
—
(259)
39
901
(5,537)
20,084
3,855
60
—
1,275
(1,606)
23,668
(1)
(2)
Excludes 112 shares forfeited to affect a cashless exercise.
Excludes 1,855 shares forfeited to affect a cashless exercise.
See notes to consolidated financial statements.
31
PRO-DEX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
Adjustments to reconcile net income to net cash used in operating activities:
Years Ended June 30,
2022
2021
$
3,855 $
5,821
Depreciation and amortization
Unrealized (gain) loss on marketable equity investments
Gain on sale of investments
Impairment of long-lived assets
Non-cash lease expense
Loss on sale or disposal of equipment
Amortization of loan fees
Share-based compensation
Deferred income taxes
Bad debt expense (recovery)
Changes in operating assets and liabilities:
Accounts receivable
Deferred costs
Inventory
Prepaid expenses and other assets
Accounts payable and accrued expenses
Deferred revenue
Income taxes payable
Net cash used in operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment and improvements
Purchase of land and building
Proceeds from sale of investments
Increase in intangibles
Purchase of investments
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on notes payable
Borrowing from Minnesota Bank & Trust, net of loan origination fees
Repurchases of common stock
Payments of employee taxes on net issuance of common stock
Proceeds from exercise of stock options and ESPP contributions
Net cash provided by (used in) financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
See notes to consolidated financial statements.
32
726
57
(28)
84
13
35
9
1,275
(334)
(2)
(4,449)
(517)
(4,241)
(331)
1,991
863
147
(847)
(1,638)
—
770
(33)
(334)
(1,235)
(1,244)
2,000
(1,606)
—
60
(790)
(2,872)
3,721
849 $
686
(1,371)
(1,327)
—
26
—
49
901
(181)
5
(5,783)
(38)
(199)
(314)
105
(50)
(408)
(2,078)
(1,769)
(6,499)
4,596
(38)
—
(3,710)
(351)
9,139
(5,537)
(259)
96
3,088
(2,700)
6,421
3,721
$
PRO-DEX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
(In thousands)
Supplemental disclosures of cash flow information:
Non-cash investing and financing activity:
Cashless stock option exercise
Cash paid during the period for:
Income taxes, net of refunds
Interest
Years Ended June 30,
2022
2021
45 $
4
1,565 $
463 $
1,767
330
$
$
$
See notes to consolidated financial statements.
33
1.
DESCRIPTION OF BUSINESS
PRO-DEX, INC.
NOTES TO FINANCIAL STATEMENTS
We specialize in the design, development and manufacture of autoclavable, battery-powered and electric, multi-function surgical drivers and
shavers used primarily in the orthopedic, thoracic, and craniomaxillofacial markets. We have patented adaptive torque-limiting technology and proprietary
sealing solutions which appeal to our customers, primarily medical device distributors. We also manufacture and sell rotary air motors to a wide range of
industries.
In August 2020, we formed a wholly owned subsidiary, PDEX Franklin, LLC (“PDEX Franklin”), to hold title for an approximate 25,000 square
foot industrial building in Tustin, California (the “Franklin Property”) that we acquired on November 6, 2020, in order to allow for the continued growth of
our business. The consolidated financial statements include the accounts of the Company and PDEX Franklin and all significant inter-company accounts
and transactions have been eliminated. This subsidiary has no separate operations.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The summary of significant accounting policies presented below is designed to assist the reader in understanding our consolidated financial
statements. Such consolidated financial statements and related notes are the representations of management, who is responsible for their integrity and
objectivity. In the opinion of management, these accounting policies conform to accounting principles generally accepted in the United States of America
(“U.S. GAAP”) in all material respects and have been consistently applied in preparing the accompanying consolidated financial statements.
Revenue Recognition
Revenue from product sales is recognized as promulgated by the Financial Accounting Standards Board (“FASB”) in Accounting Standards
Update (“ASU”) 2014-09, Revenue from Contracts with Customers once our contract(s) with a customer and the performance obligations in the contract
have been identified, and the transaction price has been allocated to the performance obligations and revenue is recorded when (or as) we satisfy each
performance obligation, generally upon shipment.
Revenue from services, typically non-recurring engineering services related to the design or customization of a medical device, is typically
recognized over time. The customer funding for costs incurred for non-recurring engineering services is deferred and subsequently recognized as revenue as
under-lying products or services are delivered to the customers. Additionally, expenses incurred, up to the customer agreed funding amount, are deferred as
an asset and recognized as cost of sales when the under-lying products or services are delivered to the customer. The deferred customer funding and costs
result in recognition of deferred costs (asset) and deferred revenue (liability) on our consolidated balance sheets.
One of our customer contracts can give rise to variable consideration due to volume rebates. We estimate variable consideration at the most likely
amount we will receive from our customer. Our estimates of variable consideration are based on an assessment of our anticipated performance and all
information (historical, current, and forecasted) that is reasonably available to us.
Returns of our product for credit are minimal; accordingly, we do not establish a reserve for product returns at the time of sale.
Estimated Losses on Product Development Services
Cost and revenue estimates related to the product development service portions of development and supply contracts are reviewed and updated
quarterly. An expected loss on development service contracts is recognized immediately in cost of sales. Losses recorded in fiscal 2022 and 2021 related to
these services totaled $0 and $71,000, respectively.
34
PRO-DEX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Owing to the complexity of many of the contracts we have undertaken, the cost estimation process requires significant judgment. It is based upon
the knowledge and experience of our project managers, engineers, and finance professionals. Factors that are considered in estimating the cost of work to be
completed and ultimate profitability of the fixed price product development portion of development and supply contracts include the nature and complexity
of the work to be performed, availability and productivity of labor, the effect of change orders, the availability of materials, performance of subcontractors,
and expected costs for specific regulatory approvals.
Warranties
Certain of our products are sold with a warranty that provides for repairs or replacement of any defective parts for a period, generally one to two
years, after the sale. At the time of the sale, we accrue an estimate of the cost of providing the warranty based on prior experience with such factors as
return rates and repair costs, which factors are reviewed quarterly.
The warranty accrual is based on historical costs of warranty repairs and expected future identifiable warranty expenses and is included in accrued
expenses in the accompanying balance sheets. Warranty expenses are included in cost of sales in the accompanying statements of operations. Changes in
estimates to previously established warranty accruals result from current period updates to assumptions regarding repair costs and warranty return rates and
are included in current period warranty expense.
Cash and Cash Equivalents
We consider all highly liquid investments with an original maturity of ninety days or less to be cash equivalents. At June 30, 2022 and 2021, cash
equivalents consisted of investments in money market funds.
Accounts Receivable
Trade receivables are stated at their original invoice amounts, less an allowance for doubtful portions of such accounts. Management determines
the allowance for doubtful accounts based on facts and circumstances related to specific accounts and the age of accounts. Trade receivables are written off
when deemed uncollectible. Recoveries of trade receivables previously reserved are offset against the allowance when received.
Deferred Costs
Deferred costs reflect costs incurred related to non-recurring engineering services under the terms of the related development and/or supply
contracts. These costs get recorded to cost of sales in the period that the revenue is recognized.
Inventories
Inventories are stated at the lower of cost (first-in, first-out method) or net realizable value. Cost includes materials, labor, and manufacturing
overhead related to the purchase and production of inventories. Reductions to estimated market value are recorded and charged to cost of sales, when
indicated based on a formula that compares on-hand quantities to both historical usage and estimated demand over the ensuing 12 months from the
measurement date. On an ongoing basis, we evaluate inventory for obsolescence and slow-moving items. This evaluation includes analysis of historical
sales and usage, existing demand, as well as specific factors known to management. As of June 30, 2022 and 2021, there was approximately $177,000 and
$128,000, respectively, of inventory in-transit from suppliers.
Investments
Investments at June 30, 2022 and 2021, consist of marketable equity securities of publicly held companies. The investments were made to realize
a reasonable return, although there is no assurance that positive returns will be realized. Investments are marked to market at each measurement date, with
unrealized gains and losses presented separately within other income and expense on the consolidated income statement. Certain investments consist of
common stocks of public companies that are thinly traded. These investments were subject to a valuation analysis as of June 30, 2022 and 2021.
35
PRO-DEX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Long-lived Assets
We review the recoverability of long-lived assets, consisting of the land and building that we own, equipment, and improvements, including
leasehold improvements, when events or changes in circumstances occur that indicate carrying values may not be recoverable.
Our building, equipment and improvements are recorded at historical cost and depreciation is provided using the straight-line method over the
following periods:
Intangibles
Building
Equipment
Improvements
Thirty years
Three to ten years
Shorter of the remaining life of the underlying building, lease term, or the
asset’s estimated useful life
Intangibles consist of legal fees incurred in connection with patent applications. Our patent costs are being amortized over a period of four to seven
years. The expense associated with the amortization of the patent costs is recognized in research and development costs.
Income Taxes
We recognize deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and
liabilities along with net operating losses and tax credit carryovers. Deferred tax assets at both June 30, 2022 and 2021 consisted primarily of basis
differences related to unrealized gain/loss related to investments, stock-based compensation, fixed assets, accrued expenses, and inventories.
Significant management judgment is required in determining the provision for income taxes and the recoverability of deferred tax assets. Such
determination is based on historical taxable income, with consideration given to estimates of future taxable income and the periods over which deferred tax
assets will be recoverable. We record a valuation allowance against deferred tax assets to reduce the net carrying value to an amount that we believe is more
likely than not to be realized. When we establish or reduce the valuation allowance against deferred tax assets, the provision for income taxes will increase
or decrease, respectively, in the period such determination is made.
Uncertain Tax Positions
We record uncertain tax positions in accordance with Accounting Standards Codification (“ASC”) 740 on the basis of a two-step process whereby
(1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position, and (2) for
those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent
likely to be realized upon ultimate settlement with the related tax authority.
Shipping and Handling
Payments from customers for shipping and handling are included in net sales. Shipping expenses, consisting primarily of payments made to freight
companies, are included in cost of sales.
Concentration of Credit Risk
Financial instruments that potentially subject us to credit risk consist principally of cash, cash equivalents, and trade receivables. We place our
cash and cash equivalents with major financial institutions. At June 30, 2022 and 2021, and throughout the fiscal years then ended, we had deposits in
excess of federally insured limits. Credit sales are made to medical device distributors, original equipment manufacturers, and resellers throughout the
world, and sales to such customers account for a substantial portion of our trade receivables. While such receivables are not collateralized, we evaluate their
collectability based on several factors including customers’ payment histories.
36
PRO-DEX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Compensation Plans
We recognize compensation expense for the share-based awards that vest subject to market conditions under ASC 718, Compensation-Stock
Compensation by estimating their fair value using a Monte Carlo simulation. The fair value using a Monte Carlo simulation model is affected by
assumptions regarding a number of complex judgments including expected stock price volatility, risk free interest rates, and the forecasted future value and
trading volume of our stock. The awards are considered granted for accounting purposes on the date the awards were approved by the Compensation
Committee of our Board of Directors and we recognize compensation expense, based on the estimated fair value of the award, on a straight-line basis over
the requisite service period.
Use of Estimates
The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
Our operations are affected by numerous factors including market acceptance of our products, supply chain disruptions, changes in technologies,
and new laws, effects from the COVID-19 pandemic, government regulations, and policies. We cannot predict what impact, if any, the occurrence of these
or other events might have on our operations. Significant estimates and assumptions made by management include, but are not limited to, revenue
recognition, share-based compensation, the allowance for doubtful accounts, accrued warranty expense, investments, inventory valuation, the carrying
value of long-lived assets, and the recoverability of deferred income tax assets.
Basic and Diluted Per Share Information
Basic per share amounts are computed on the basis of the weighted-average number of common shares outstanding during each period presented.
Diluted per share amounts assume the issuance of all potential common stock equivalents, consisting of outstanding stock options and performance awards
as discussed in Note 11, unless the effect of such exercise is to increase income, or decrease loss, per common share.
Fair Value Measurements
Fair value is measured based on the prices that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair
value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices
in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for which little or no market data exists,
therefore requiring an entity to develop its own assumptions.
Cash and cash equivalents: The carrying value of cash and cash equivalents is considered to be representative of their fair values based on the
short-term nature of these instruments. As such, cash and cash equivalents are classified within Level 1 of the valuation hierarchy.
Investments: Investments consist of marketable equity securities of publicly held companies. Our long-term marketable securities consist of
investments of common stock of publicly traded companies that are thinly traded. Due to the thinly traded nature of these stocks, they are classified within
Level 2 of the valuation hierarchy. The fair value of all of our investments at June 30, 2022 was based upon an independent valuation.
Although the methods above may produce a fair value calculation that may not be indicative of the net realizable value or reflective of future fair
values, we believe our valuation methods are appropriate.
37
PRO-DEX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Advertising
Advertising costs are charged to selling or general and administrative expense as incurred and amounted to $1,000 and $4,000 for the fiscal years
ended June 30, 2022 and 2021, respectively.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation.
Recently Issued and Adopted Accounting Standards
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial
Instruments—Credit Losses (Topic 326). ASU 2016-13 revises the impairment model to utilize an expected loss methodology in place of the currently used
incurred loss methodology, which will result in more timely recognition of losses on financial instruments, including, but not limited to, available for sale
debt securities and accounts receivable. The guidance is effective for the Company’s annual reporting period beginning after December 15, 2022 and interim
reporting periods within that annual reporting period. The Company does not expect the adoption of this ASU to have a material impact on the consolidated
financial statements.
In December 2019, the FASB issued ASU 2019-12 Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes, to remove certain
exceptions related to the approach for intraperiod tax allocation, recognition of deferred tax liabilities for outside basis differences and requiring that an entity
reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date.
The amendments in this update are effective for us beginning with fiscal year 2022. The adoption of the amendments has not had a material impact on our
consolidated financial statements.
In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements, which updates various codification topics by clarifying
disclosure requirements to align with the SEC's regulations. The guidance is effective for the Company’s annual reporting period beginning after December
15, 2020 and interim reporting periods within the annual period beginning after December 15, 2020. The adoption of the amendments has not had a material
impact on the consolidated financial statements or related footnote disclosures.
3.
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS FOR CORRECTION OF IMMATERIAL ERRORS
We failed to timely adopt ASU 2016-01 – Accounting for Financial Instruments – Classification and Measurement, which states in part that
changes in fair value of equity investments must be recognized in net income. We have completed an evaluation of the quantitative and qualitative impact
of this error in our historical financial statements and concluded that our historical financial statements are not materially misstated. We concluded that our
historical financial statements are not materially misstated for several reasons, including the fact that the cumulative three-year error had a negative impact
to historical net income in the amount of $61,000, an amount we deem immaterial, as well as the fact that the amounts did not contain a calculation error
but rather amounts were presented on an incorrect line item within the financial statements. We also considered the fact that this error did not impact cash
or operating income for any historical period, which we believe is important to our investors. Accordingly, the prior year financial statements have been
revised to reflect the impact of ASU 2016-1. The revised classification and reported values of our unrealized gains (losses) on marketable equity
investments as accounted for under ASU 2016-01 are included in the consolidated financial statements herein. The impact to net income for the year ended
June 30, 2021, was an increase of $1.4 million with a corresponding decrease in unrealized gain on marketable equity securities of $1.4 million, previously
presented in other comprehensive income (loss). The revision resulted in an increase to basic earnings per share of $0.36 and diluted earnings per share of
$0.35 for the year ended June 30, 2021. As of June 30, 2021, the revision reclassified the remaining accumulated other comprehensive loss of $215,000 to
retained earnings.
38
PRO-DEX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4.
NET SALES
The following table presents the disaggregation of net sales by revenue recognition model (in thousands):
Net Sales:
Over-time revenue recognition
Point-in-time revenue recognition
Total net sales
Year ended June 30,
2022
2021
$
$
1,014 $
41,027
42,041 $
324
37,705
38,029
The timing of revenue recognition, billings, and cash collections results in billed accounts receivables, unbilled receivables (presented as deferred
costs on our consolidated balance sheets) and customer advances and deposits (presented as deferred revenue on our consolidated balance sheets), where
applicable. Amounts are generally billed as work progresses in accordance with agreed upon milestones. The over-time revenue recognition model consists
of non-recurring engineering (“NRE”) and prototype services and typically relates to NRE services related to the evaluation, design or customization of a
medical device and is typically recognized over time utilizing an input measure of progress based on costs incurred compared to the estimated total costs
upon completion. During the fiscal years ended June 30, 2022 and 2021, we recorded $98,000 and $50,000, respectively, of revenue that had been included
in deferred revenue in the prior year. The revenue recognized from the contract liabilities consisted of satisfying our performance obligations during the
normal course of business. Our entire deferred revenue balance of $1.0 million at June 30, 2022, is currently expected to be recognized in the next 12-
months.
The following tables summarize our contract assets and liability balances (in thousands):
Contract assets at beginning of year
Expenses incurred during the year
Amounts reclassified to cost of sales
Amounts allocated to discounts for standalone selling price
Contract assets at end of year
Contract liabilities at beginning of year
Payments received from customers
Amounts reclassified to revenue
Contract liabilities at end of year
5.
COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS
Investments
Investments are stated at market value and consist of the following (in thousands):
Marketable equity securities – short-term
Marketable equity securities – long-term
Total Marketable equity securities
39
June 30,
2022
2021
193 $
1,319
(774)
(28)
710 $
June 30,
2022
2021
150 $
1,482
(619)
1,013 $
155
458
(395)
(25)
193
200
—
(50)
150
$
$
$
$
June 30,
2022
June 30,
2021
$
$
755 $
1,779
2,534 $
1,295
1,704
2,999
PRO-DEX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Investments at June 30, 2022 and 2021 had an aggregate cost basis of $2,796,000 and $3,204,000, respectively. Both current and long-term
investments include equity securities of public companies that are thinly traded. We classified certain investments as long term in nature because even if we
decide to sell the stocks we may not be able to sell our position within one year. At June 30, 2022, the investments included net unrealized losses of
$262,000 (gross unrealized losses of $369,000 offset by gross unrealized gains of $107,000). At June 30, 2021, the investments included net unrealized
losses of $205,000 (gross unrealized losses of $376,000 offset by gross unrealized gains of $171,000).
Of the total marketable equity securities at June 30, 2022 and 2021, $755,000 and $847,000, respectively, represent an investment in the common
stock of Air T, Inc. Two of our Board members, Messrs. Swenson and Cabillot, are also board members of Air T, Inc. and both either individually or
through affiliates own an equity interest in Air T, Inc. Mr. Swenson, our Chairman, also serves as the chief executive officer and chairman of Air T, Inc.
Another of our Board members is employed by Air T as its Chief of Staff. The shares have been purchased through 10b5-1 Plans that, in accordance with our
internal policies regarding the approval of related-party transactions, were approved by our then three Board members that are not affiliated with Air T, Inc.
We invest surplus cash from time to time through our Investment Committee, which is comprised of one management director, Mr. Van Kirk, and
two non-management directors, Mr. Cabillot and Mr. Swenson, who chairs the committee. Both Mr. Cabillot and Mr. Swenson are active investors with
extensive portfolio management expertise. We leverage the experience of these committee members to make investment decisions for the investment of our
surplus operating capital or borrowed funds. Additionally, many of our securities holdings include stocks of public companies that either Messrs. Swenson
or Cabillot or both may own from time to time either individually or through the investment funds that they manage, or other companies whose boards they
sit on, such as Air T, Inc.
Inventory
Inventory is stated at the lower of cost (first-in, first-out) or net realizable value and consists of the following (in thousands):
Raw materials /purchased components
Work in process
Sub-assemblies /finished components
Finished goods
Total inventory
Land and Building
Land and building consist of the following (in thousands):
Land
Building
Total
Less: accumulated depreciation
June 30,
2022
2021
6,323 $
3,463
2,118
774
12,678 $
3,967
2,218
1,738
514
8,437
June 30,
2022
June 30,
2021
3,684 $
2,815
6,499
(156)
6,343 $
3,684
2,815
6,499
(62)
6,437
$
$
$
$
On November 6, 2020, we acquired the Franklin Property for a total purchase price of $6.5 million, of which we paid $1.3 million in cash and the
balance of $5.2 million we financed through Minnesota Bank & Trust (“MBT”) (see Note 8). We substantially completed the build-out of the property in the
first quarter of fiscal 2022. Currently, we are actively engaged in various verification and validation activities and we moved certain of our employees into
the new building during the third quarter of fiscal 2022. The building is being amortized on a straight-line basis over a period of 30 years.
40
PRO-DEX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Equipment and Improvements
Equipment and improvements consist of the following (in thousands):
Office furnishings and fixtures
Machinery and equipment
Automobiles
Improvements
Total
Less: accumulated depreciation and amortization
June 30,
2022
2021
2,224 $
6,661
21
4,271
13,177
(8,344)
4,833 $
2,173
5,895
21
3,536
11,625
(7,780)
3,845
$
$
Depreciation expense for the years ended June 30, 2022 and 2021 amounted to $616,000 and $609,000, respectively. During fiscal 2022, $87,000 of
assets were retired either due to physical disposal or major part replacement with a net book value of $35,000 recorded as a loss on disposal of equipment in
our consolidated income statement. During fiscal 2021, fully depreciated assets in the amount of $49,000 were retired.
Intangibles
Intangibles consist of the following (in thousands):
Patent-related costs
Less accumulated amortization
June 30,
2022
June 30,
2021
$
$
208 $
(90)
118 $
260
(74)
186
Amortization expense for the years ended June 30, 2022 and 2021 amounted to $16,000 and $14,000, respectively.
Patent-related costs consist of legal fees incurred in connection with both patent applications and patent issuances, and will be amortized over the
estimated life of the product(s) that is or will be utilizing the technology, or expensed immediately in the event the patent office denies the issuance of the
patent. During fiscal 2022, we impaired $84,000 of previously capitalized legal fees due to uncertainty relating to future benefit. This impairment expense is
included in research and development costs in our consolidated income statement. Future amortization expense is estimated to be no more than $30,000 per
year and all remaining costs are expected to be fully amortized within four years.
Accrued Liabilities
Accrued liabilities consist of the following (in thousands):
Payroll and related items
Accrued inventory in transit
Accrued legal and professional fees
Accrued bonuses
Current portion of lease liability
Warranty
Accrued customer rebate
Other
Total accrued expenses
41
June 30,
2022
2021
509 $
177
275
430
379
340
517
124
2,751 $
505
128
124
300
344
221
394
182
2,198
$
$
PRO-DEX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6.
WARRANTY ACCRUAL
Information relating to the accrual for warranty costs for the years ended June 30, 2022 and 2021, is as follows (in thousands):
Balance at beginning of year
Accruals during the year
Change in estimates of prior period accruals
Warranty amortization/utilization
Balance at end of year
June 30,
2022
2021
221 $
177
54
(112)
340 $
213
339
(27)
(304)
221
$
$
Warranty expense relating to new product sales and changes to estimates was $231,000 and $312,000, respectively, for the fiscal years ended June
30, 2022 and 2021.
7.
INCOME TAXES
The provision for income taxes consists of the following amounts (in thousands):
Current:
Federal
State
Deferred:
Federal
State
Income tax expense
Years Ended June 30,
2022
2021
$
$
733 $
451
(187)
(146)
851 $
1,040
340
(186)
(18)
1,176
The effective income tax rate from income from continuing operations differs from the United States statutory income tax rates for the reasons set
forth in the table below (in thousands, except percentages).
Income before income taxes
Computed “expected” income tax expense on income before income
taxes
State tax, net of federal benefit
Tax incentives
Uncertain tax position
Stock based compensation
Other
Income tax expense
Years Ended June 30,
2022
2021
Amount
Percent
Pretax
Income
Amount
Percent
Pretax
Income
4,706
100% $
6,997
100%
976
202
(205)
(76)
—
(46)
851
21% $
4%
(4%)
(2%)
—
(1%)
18% $
1,181
279
(169)
—
(93)
(22)
1,176
17%
4%
(3%)
—
(1%)
—
17%
$
$
$
42
PRO-DEX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Deferred income taxes reflect the net effects of loss and credit carryforwards and temporary differences between the carrying amount of assets and
liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets and liabilities
for federal and state income taxes are as follows (in thousands):
Deferred tax assets:
Federal and state NOL carryforward
Research and other credits
Reserves
Accruals
Stock based compensation
Unrealized losses
Lease liability
Inventory
Total gross deferred tax assets
Less: valuation allowance
Total deferred tax assets
Deferred tax liabilities:
Property and equipment, principally due to differing depreciation methods
Right of use asset
Deferred state tax
Other
Total gross deferred tax liabilities
Net deferred tax assets
June 30,
2022
2021
22 $
65
163
322
651
35
713
514
2,485 $
(98)
2,387
(820) $
(658)
(77)
(35)
(1,590)
797 $
20
65
120
293
268
61
788
371
1,986
(158)
1,828
(523)
(740)
(38)
(64)
(1,365)
463
$
$
$
$
Realization of our deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. As of June 30,
2022, our deferred tax asset valuation allowance primarily consists of unrealized capital loss for investments held and the state net operating loss
carryforwards for states in which we have filed a final return. For the fiscal year ended June 30, 2022, we recorded a net decrease to our valuation
allowance of $60,000 on the basis of management’s reassessment of the amount of our deferred tax assets that are more likely than not to be realized.
As of June 30, 2022, we did not have any net operating losses for federal and state income tax purposes for state jurisdictions in which we
currently operate. We have no federal or state research and development and alternative minimum tax credit carry forwards at June 30, 2022.
As of June 30, 2022, we have accrued $509,000 of unrecognized tax benefits related to federal and state income tax matters that would reduce our
income tax expense if recognized. If we are eventually able to recognize our uncertain tax positions, our effective tax rate would be reduced. Any
adjustment to our uncertain tax positions would result in an adjustment of our tax credit carryforwards rather than resulting in a cash outlay.
43
PRO-DEX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Information with respect to our accrual for unrecognized tax benefits is as follows (in thousands):
Unrecognized tax benefits:
Beginning balance
Additions based on federal tax positions related to the current year
Additions based on state tax positions related to the current year
Additions for tax positions of prior years
Reductions due to lapses in statutes of limitation
Ending balance
June 30,
2022
2021
$
$
550 $
33
26
9
(109)
509 $
524
30
20
6
(30)
550
Although it is reasonably possible that certain unrecognized tax benefits may increase or decrease within the next twelve months due to tax
examinations, settlement activities, expirations of statute of limitations, or the impact on recognition and measurement considerations related to the results
of published tax cases or other similar activities, we do not anticipate any significant changes to unrecognized tax benefits over the next twelve months.
We recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense when applicable. As of June 30, 2022, no
interest or penalties applicable to our unrecognized tax benefits have been accrued since we have sufficient tax attributes available to fully offset any
potential assessment of additional tax.
We are subject to U.S. federal income tax, as well as income tax of California, Colorado, and Massachusetts. We are currently open to audit under
the statute of limitations by the Internal Revenue Service for the years ended June 30, 2019, and later. However, because of our prior net operating losses
and research credit carryovers, our tax years from June 30, 2007, years are open to audit.
8.
NOTES PAYABLE AND FINANCING TRANSACTIONS
Minnesota Bank & Trust
On November 6, 2020 (the “Closing Date”), PDEX Franklin, a newly created wholly owned subsidiary of the Company, purchased the Franklin
Property. A portion of the purchase price was financed by a loan from MBT to PDEX Franklin in the principal amount of approximately $5.2 million (the
“Property Loan”) pursuant to a Loan Agreement, dated as of the Closing Date, between PDEX Franklin and MBT (the “Property Loan Agreement”) and
corresponding Term Note (the “Property Note”) issued by PDEX Franklin in favor of MBT on the Closing Date. The Property Loan is secured by the
Franklin Property pursuant to a Deed of Trust with Assignment of Leases and Rents, Security Agreement and Fixture Filing in favor of MBT (the “Deed”)
and by an Assignment of Leases and Rents by PDEX Franklin in favor of MBT (the “Rents Assignment”). We paid loan origination fees to MBT on the
Closing Date in the amount of $26,037.
The Property Loan bears interest at a fixed rate of 3.55% per annum, which is subject to a 3% increase upon an event of default. Accrued interest
was paid on December 1, 2020, and both principal and interest in the amount of approximately $30,000 are due and payable on the first day of each
subsequent month until the maturity date of November 1, 2030 (the “Maturity Date”), at which time a balloon payment in the amount of $3.1 million is due.
Any prepayment of the Property Loan (other than monthly scheduled interest and principal payments), is subject to a prepayment fee equal to 4% of the
principal amount prepaid for any prepayment made during the first or second year, 3% of the principal amount prepaid for any prepayment made during the
third or fourth year, 2% of the principal amount prepaid for any prepayment made during the fifth or sixth year, and 1% of the principal amount prepaid for
any prepayment made during the seventh or eighth year. The Property Loan Agreement, Property Note, Deed, and Rents Assignment each contain
representations, warranties, covenants, and events of default that are customary for a loan of this type. The balance owed on the Property Loan at June 30,
2022 is $4,935,000.
44
PRO-DEX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On the Closing Date, we also entered into an Amended and Restated Credit Agreement with MBT (the “Amended Credit Agreement”), providing
for a $7,525,000 amended and restated term loan (the “Term Loan A”), a $1,000,000 term loan (the “Term Loan B”), and a $2,000,000 amended and restated
revolving loan (the “Revolving Loan” and, together with the Term Loan A and the Term Loan B, collectively, the “Loans”), evidenced by an Amended and
Restated Term Note A (“Term Note A”), a Term Note B, and an Amended and Restated Revolving Credit Note (the “Revolving Note”) made by us in favor
of MBT. The Loans are secured by substantially all of the Company’s assets pursuant to a Security Agreement entered into on September 6, 2018 between
the Company and MBT. The Term Note A had an outstanding principal balance of $3,770,331 as of the Closing Date and could be borrowed against through
May 30, 2021 (the “Commitment Period”). During the third quarter ended March 31, 2021, we borrowed an additional $3,000,000 against Term Note A for
the purpose of repurchasing our common stock as described in Note 14. The Term Note B had a zero balance as of the Closing Date and we borrowed the full
$1,000,000 during the third quarter ended March 31, 2021, for the purpose of making improvements to the Franklin property described in Note 5.
The Term Loan A matures on November 1, 2027 and bears interest at a fixed rate of 3.84% per annum. Initial payments on the Term Loan A of
interest only were due on December 1, 2020 through June 1, 2021. Commencing July 1, 2021 and continuing on the first day of each month thereafter until
the maturity date, we are required to make payments of principal and interest on Term Loan A of approximately $97,000 plus any additional accrued and
unpaid interest through the date of payment. The balance owed on Term Loan A as of June 30, 2022, is $5,792,000.
The Term Loan B matures on November 1, 2027 and bears interest at a fixed rate of 3.84% per annum. Initial payments on the Term Loan B of
interest only were due on December 1, 2020 through June 1, 2021. Commencing July 1, 2021 and continuing on the first day of each month thereafter until
the maturity date, we are required to make payments of principal and interest on Term Loan B of approximately $15,000, plus any additional accrued and
unpaid interest through the date of payment. As of March 31, 2021, we had drawn fully against Term Note B and the balance outstanding on Term Note B
was $862,000 on June 30, 2022.
The Revolving Loan may be borrowed against from time to time through its maturity date of November 5, 2023, unless earlier terminated pursuant
to its terms, and bears interest at an annual rate equal to the greater of (a) 2.75% or (b) the prime rate minus 0.5% as published in the Money Rates section of
the Wall Street Journal. Commencing on the first day of each month after we initially borrow against the Revolving Loan and each month thereafter until
maturity, we are required to pay all accrued and unpaid interest on the Revolving Loan through the date of payment. Any principal on the Revolving Loan
that is not previously prepaid shall be due and payable in full on the maturity date (or earlier termination of the Revolving Loan). During the fourth quarter of
fiscal 2022 we borrowed $2,000,000 against the Revolving Loan.
Any payment on the Loans not made within seven days after the due date is subject to a late payment fee equal to 5% of the overdue amount. Upon
the occurrence and during the continuance of an event of default, the interest rate of all Loans will be increased by 3% and MBT may, at its option, declare
the Loans immediately due and payable in full.
The Amended Credit Agreement, Security Agreement, Term Note A, Term Note B, and Revolving Note contain representations and warranties,
affirmative, negative and financial covenants, and events of default that are customary for loans of this type. As of June 30, 2022, we failed one of the
financial covenants required by our Amended Credit Agreement, but we obtained a waiver of default from MBT. Although there can be no assurances, we
anticipate that we will be in compliance with our debt covenants for at least the next fiscal year, and therefore we do not believe we will require any future
waivers of default from MBT.
45
PRO-DEX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Scheduled principal maturities of our loans, exclusive of unamortized loan origination fees in the amount of $55,000, for future fiscal years ending
June 30 are as follows (in thousands):
Fiscal Year:
2023
2024
2025
2026
2027
Thereafter
Total principal payments
9.
LEASES
Term Loan
Principal
Payments
$
$
3,293
1,344
1,397
1,451
1,508
4,597
13,590
Our operating lease ROU asset and long-term liability are presented separately on our balance sheet. The current portion of our operating lease
liability, exclusive of imputed interest, as of June 30, 2022, in the amount of $379,000, is presented within accrued expenses on the balance sheet. As of
June 30, 2022, the maturity of our lease liability is as follows:
Fiscal Year:
2023
2024
2025
2026
2027
Thereafter
Total lease payments
Less imputed interest:
Total
Operating
Lease
504
519
535
551
567
143
2,819
(386)
2,433
$
$
As of June 30, 2022, our operating lease has a remaining lease term of five years and three months and an imputed interest rate of 5.3%. Cash paid
for amounts included in the lease liability for the fiscal years ended June 30, 2022 and 2021 was $489,000 and $475,000, respectively.
10.
COMMITMENTS AND CONTINGENCIES
Leases
We lease our office, production, and warehouse facility in Irvine, California (our “corporate office”) under an agreement that expires in September
2027. Our corporate office lease requires us to pay insurance, taxes, and other expenses related to the leased space.
Rent expense in fiscal 2022 and 2021 was $559,000 and $558,000, respectively.
46
PRO-DEX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Compensation Arrangements
Retirement Savings 401(k) Plan
The Pro-Dex, Inc. Retirement Savings 401(k) Plan (the “401(k) Plan”) is a defined contribution plan we administer that covers substantially all
our employees and is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended. Employees are eligible to participate
in the 401(k) Plan when they have attained 19 years of age and then can enter into the 401(k) Plan on the first day of each calendar quarter. Participants are
eligible to receive non-discretionary matching contributions by the Company equal to 25% of their contributions up to 5% of eligible compensation. For the
fiscal years ended June 30, 2022 and 2021, we recognized compensation expense amounting to $72,000 and $81,000, respectively, in connection with the
401(k) Plan. During our fiscal years ended June 30, 2022 and 2021, we used approximately $25,000 and $17,000, respectively, of forfeited match
contributions to reduce our match expense.
Legal Matters
On August 24, 2021, one of our customers, through its counsel, sent notice that it is seeking indemnification from Pro-Dex regarding a pending
complaint filed by a third-party claiming patent infringement on one of the products which we manufacture for this customer. Our position is that there is
no infringement and/or that the patent at issue is invalid. We have not accrued any amounts related to this claim. On August 26, 2022, the third-party
voluntarily dismissed all of its claims with prejudice.
In addition to the above matter, we may be involved in legal proceedings arising either in the ordinary course of our business or incidental to our
business. There can be no certainty, however, that we may not ultimately incur liability or that such liability will not be material or adverse.
11.
SHARE-BASED COMPENSATION
Stock Option Plans
Through 2014, we had two equity compensation plans, the Second Amended and Restated 2004 Stock Option Plan (the “Employee Stock Option
Plan”) and the Amended and Restated 2004 Directors’ Stock Option Plan (the “Directors’ Stock Option Plan”) (collectively, the “Former Stock Option
Plans”). The Employee Stock Option Plan and Director’s Stock Option Plan were terminated in June 2014 and December 2014, respectively.
In September 2016, our Board approved the establishment of the 2016 Equity Incentive Plan, which was approved by our shareholders at our 2016
Annual Meeting. The 2016 Equity Incentive Plan provides for the award of up to 1,500,000 shares of our common stock in the form of incentive stock
options, nonstatutory stock options, stock appreciation rights, restricted shares, restricted stock units, performance awards, and other stock-based awards.
Former Stock Option Plans
No options were granted under the Former Stock Option Plans during the fiscal years ended June 30, 2022 and 2021. As of June 30, 2022, there
was no unrecognized compensation cost under the Former Stock Option Plans as all outstanding stock options are fully vested. The intrinsic value of stock
options outstanding and exercisable at June 30, 2022, was approximately $92,000 with a weighted-average remaining contractual term of 0.29 years at June
30, 2022.
47
PRO-DEX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following is a summary of stock option activity under the Former Stock Option Plans for the fiscal years ended June 30, 2022 and 2021:
Outstanding at July 1,
Options granted
Options exercised
Options forfeited
Outstanding at end of period
Stock Options Exercisable at June 30,
Performance Awards
2022
2021
Number of
Shares
Weighted-Average
Exercise Price
Number of
Shares
Weighted-Average
Exercise Price
31,500 $
—
(25,000)
—
6,500 $
6,500 $
1.81
—
1.80
—
1.82
1.82
54,000 $
—
(22,500)
—
31,500 $
31,500 $
1.86
—
1.94
—
1.81
1.81
In December 2017, the Compensation Committee of our Board of Directors granted 200,000 performance awards to our employees, which upon
vesting will generally be paid in shares of our common stock. Whether any performance awards vest, and the amount that does vest, is tied to the
completion of service periods that range from 7 months to 9.5 years at inception and the achievement of our common stock trading at certain pre-
determined prices. The weighted-average fair value of the performance awards granted was $4.46, calculated using the weighted-average fair market value
for each award, using a Monte Carlo simulation. In February 2020, the Compensation Committee reallocated 48,000 previously forfeited awards, having
the same remaining terms and conditions, to certain current employees. The weighted average fair value of the performance awards granted in fiscal 2020
was $16.90, calculated using the weighted-average fair market value for each award, using a Monte Carlo simulation. In December 2021, the
Compensation Committee reallocated an additional 17,500 previously forfeited awards, having the same remaining terms and conditions, to other
employees. The weighted average fair value of the performance awards reallocated in 2021 was $20.34, calculated using the weighted average fair market
value for each award, using a Monte Carlo simulation. We recorded share-based compensation expense of $194,000 and $84,000 for the fiscal years ended
June 30, 2022 and 2021, respectively, related to these performance awards. On June 30, 2022, there was approximately $322,000 of unrecognized
compensation cost related to these non-vested performance awards expected to be expensed over the weighted-average period of 1.97 years.
On July 1, 2020, it was determined by the Compensation Committee that the second of five tranches of the performance awards had been achieved
and participants were awarded 40,000 shares of common stock. Each participant elected a net issuance to cover their individual withholding taxes in the
amount of $259,000 and therefore we issued 25,629 shares with an effective date of July 16, 2020, coinciding with the pay date that included July 1, 2020.
The following is a summary of performance awards activity for the fiscal years ended June 30, 2022 and 2021:
Outstanding at July 1,
Granted
Vested
Forfeited
Outstanding at end of period
2022
Weighted-Average
Grant Date
Fair Value
Number of
Shares
2021
Weighted-Average
Grant Date
Fair Value
Number of
Shares
105,000 $
17,500
—
(5,000)
117,500 $
8.73
20.34
—
4.46
10.64
160,000 $
—
(40,000)
(15,000)
105,000 $
8.19
—
8.19
4.46
8.73
48
PRO-DEX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Non-Qualified Stock Options
In December 2020, the Compensation Committee of our Board of Directors granted 310,000 non-qualified stock options to our directors and
certain employees under the 2016 Equity Incentive Plan. Whether any stock options vest, and the amount that does vest, is tied to the completion of service
periods that range from 18 months to 10.5 years at inception and the achievement of our common stock trading at certain pre-determined prices. We
recorded compensation expense of $1,070,000 and $624,000 for the fiscal year ended June 30, 2022 and 2021, respectively, related to these options. The
weighted average fair value of the stock option awards granted was $16.72, calculated using a Monte Carlo simulation. As of June 30, 2022, there was
approximately $3.1 million of unrecognized compensation cost related to these non-vested non-qualified stock options.
In February 2021, the Compensation Committee of our Board of Directors granted 62,000 non-qualified stock options to our directors and certain
employees under the 2016 Equity Incentive Plan. Whether any stock options vest, and the amount that does vest, was tied to the completion of service
periods that ranged from 4 months to 1.3 years at inception and the achievement of our common stock trading at certain pre-determined prices. Of these
62,000 stock options, 57,750 vested on July 1, 2021, as our common stock met the pre-determined prices set forth in the underlying agreements. We
recorded compensation expense of $182,000 for the fiscal year ended June 30, 2021 related to these options. The weighted average fair value of the stock
option awards granted was $3.16, calculated using a Monte Carlo simulation. In December 2021 the Compensation Committee of our Board of Directors
granted, 5,000 previously forfeited non-qualified stock options to another employee.
The following is a summary of non-qualified stock option activity under the 2016 Equity Incentive Plan for the fiscal year ended June 30, 2022
and 2021:
Outstanding at July 1,
Options granted
Options exercised
Options forfeited
Outstanding at end of period
Stock Options Exercisable at June 30,
Employee Stock Purchase Plan
2022
2021
Number of
Shares
Weighted-Average
Exercise Price
Number of
Shares
Weighted-Average
Exercise Price
346,500 $
5,000
—
(5,000)
346,500 $
57,750 $
41.83
44.70
—
44.70
41.83
27.50
— $
372,000
—
(25,500)
346,500 $
—
—
41.83
—
41.83
41.83
—
In September 2014, our Board approved the establishment of an Employee Stock Purchase Plan (the “ESPP”). The ESPP conforms to the
provisions of Section 423 of the Internal Revenue Code, has coterminous offering and purchase periods of six months, and bases the pricing at which
participant’s purchase shares of our common stock on a formula so as to result in a per share purchase price that approximates a 15% discount from the
market price of a share of our common stock at the end of the purchase period. Our Board of Directors also approved the provision that shares formerly
reserved for issuance under the Former Stock Option Plans in excess of shares issuable pursuant to outstanding options, aggregating 704,715 shares, be
reserved for issuance pursuant to the ESPP. The ESPP was approved by our shareholders at our 2014 Annual Meeting. On February 2, 2015, the Company
filed a Registration Statement on Form S-8 registering the 704,715 shares issuable under the ESPP under the Securities Act of 1933.
During the fiscal years ended June 30, 2022 and 2021, shares totaling 2,576 and 2,677, respectively, were purchased pursuant to the ESPP and
allocated to participating employees based upon their contributions at weighted- average prices of $23.33 and $21.47, respectively. On a cumulative basis,
since the inception of the ESPP, employees have purchased a total of 27,039 shares. During the fiscal years ended June 30, 2022 and 2021, we recorded
stock compensation expense in the amount of $11,000 and $10,000, respectively, relating to the ESPP.
49
PRO-DEX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
12.
MAJOR CUSTOMERS & SUPPLIERS
Customers that accounted for more than 10% of our total sales in either of fiscal year 2022 or 2021, is as follows (in thousands, except percentages):
Net sales
Customer concentration:
Customer 1
Customer 2
Total
Years Ended June 30,
2022
Amount
42,041
Percent
of Total
2022
Percent
of Total
Amount
100% $
38,029
100%
27,686
5,788
33,474
66% $
14%
80% $
22,163
10,122
32,285
58%
27%
85%
$
$
$
Information with respect to accounts receivable from those customers who comprised more than 10% of our gross accounts receivable at either
June 30, 2022 or June 30, 2021 is as follows (in thousands, except percentages):
Total gross accounts receivable
Customer concentration:
Customer 1
Customer 2
Total
$
$
$
June 30, 2022
15,384
100% $
June 30, 2021
10,935
11,551
2,152
13,703
75% $
14%
89% $
6,666
3,710
10,376
100%
61%
34%
95%
During fiscal 2022 and 2021, we had between two and four suppliers that accounted for more than 10% of total inventory purchases, as follows (in
thousands, except percentages):
Total inventory purchases
Supplier concentration:
Supplier 1
Supplier 2
Supplier 3
Supplier 4
Total
June 30, 2022
19,640
100% $
June 30, 2021
13,844
2,735
2,335
2,199
2,587
9,856
14% $
12%
11%
13%
50% $
2,238
2,159
1,318
856
6,571
100%
16%
16%
9%
6%
47%
$
$
$
50
PRO-DEX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Information with respect to accounts payable due to those suppliers who comprised more than 10% of our accounts payable at either June 30, 2022
or June 30, 2021 is as follows (in thousands, except percentages):
Total accounts payable
Supplier concentration:
Supplier 1
Supplier 4
Supplier 2
Total
13.
NET INCOME PER SHARE
$
$
$
June 30, 2022
3,761
100% $
June 30, 2021
2,288
721
430
372
1,523
19% $
11%
10%
40% $
225
153
206
584
100%
10%
7%
9%
26%
We calculate basic earnings per share by dividing net income by the weighted-average number of common shares outstanding during the reporting
period. Diluted earnings per share reflects the effects of potentially dilutive securities. The summary of the basic and diluted earnings per share calculations
for the years ended June 30, 2022 and 2021 is as follows (in thousands, except per share data):
Basic:
Net income
Weighted-average shares outstanding
Basic earnings per share
Diluted:
Net income
Weighted-average shares outstanding
Effect of dilutive securities – stock options & performance awards
Weighted-average shares used in calculation of diluted earnings per share
Diluted earnings per share
14.
COMMON STOCK – Share Repurchase Program
Years Ended June 30,
2022
2021
3,855 $
3,636
1.06 $
3,855 $
3,636
127
3,763
1.02 $
5,821
3,797
1.53
5,821
3,797
139
3,936
1.48
$
$
$
$
In December 2019, our Board approved a new share repurchase program authorizing us to repurchase up to one million shares of our common
stock, as the prior repurchase plan authorized by our Board in 2013 was nearing completion. In accordance with, and as part of, these share repurchase
programs, our Board approved the adoption of several prearranged share repurchase plans intended to qualify for the safe harbor provided by Rule 10b5-1
under the Securities Exchange Act of 1934, as amended (“10b5-1 Plan” or “Plan”). During the fiscal year ended June 30, 2022, we repurchased 75,250
shares at an aggregate cost, inclusive of fees under the Plan, of $1.6 million. During the fiscal year ended June 30, 2021, we repurchased 216,171 shares at
an aggregate cost, inclusive of fees under the Plan, of $5.5 million. On a cumulative basis, we have repurchased a total of 1,110,746 shares under the share
repurchase programs at an aggregate cost, inclusive of fess under the Plan, of $15.7 million. All repurchases under the 10b5-1 Plans were administered
through an independent broker.
15.
SUBSEQUENT EVENTS
We have evaluated subsequent events through the date of this filing. There were no subsequent events that require disclosure.
51
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer and principal accounting
officer) have concluded, based on their evaluation as of June 30, 2022, that the design and operation of our “disclosure controls and procedures” (as defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) are effective at a reasonable assurance level
to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the SEC’s rules and forms, including to ensure that information required to be disclosed by us in the
reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Our management is responsible for establishing and maintaining adequate “internal control over financial reporting” (as defined in Rule 13a-15(f)
under the Exchange Act). Under the supervision and with the participation of our management, including our principal executive officer, principal financial
officer, and principal accounting officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the
framework set forth in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission in May 2013. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of June
30, 2022.
Our internal control over financial reporting is supported by written policies and procedures that:
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of our Company are being made only in accordance with authorizations of our
management and directors; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could
have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that apply to certain
smaller reporting companies that permit us to provide only management’s attestation in this annual report.
During the quarter ended June 30, 2022, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and
15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
52
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
PART III
The information required by this Item is incorporated herein by reference to our definitive Proxy Statement, which will be filed within 120 days of
June 30, 2022, and delivered to shareholders in connection with our 2022 annual meeting of shareholders.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein by reference to our definitive Proxy Statement, which will be filed within 120 days of
June 30, 2022, and delivered to shareholders in connection with our 2022 annual meeting of shareholders.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
The information required by this Item is incorporated herein by reference to our definitive Proxy Statement, which will be filed within 120 days of
June 30, 2022, and delivered to shareholders in connection with our 2022 annual meeting of shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item is incorporated herein by reference to our definitive Proxy Statement, which will be filed within 120 days of
June 30, 2022, and delivered to shareholders in connection with our 2022 annual meeting of shareholders.
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is incorporated herein by reference to our definitive Proxy Statement, which will be filed within 120 days of
June 30, 2022, and delivered to shareholders in connection with our 2022 annual meeting of shareholders.
53
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(3) Exhibits
Reference is made to the Exhibit Index beginning on page 56 of this report.
PART IV
ITEM 16.
FORM 10–K SUMMARY
None.
54
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on September 8, 2022.
SIGNATURES
PRO-DEX, INC.
By: /s/ Richard L. Van Kirk
Richard L. Van Kirk
President, Chief Executive Officer and Director
(Principal Executive Officer)
POWER OF ATTORNEY
We, the undersigned directors and officers of Pro-Dex, Inc., do hereby constitute and appoint Richard L. Van Kirk, as our true and lawful attorney-
in-fact and agent with power of substitution, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to
execute any and all instruments for us and in our names in the capacities indicated below, which such attorney-in-fact and agent may deem necessary or
advisable to enable said corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission, in connection with this Annual Report on Form 10-K, including specifically but without limitation, power and
authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments hereto; and we do hereby ratify and confirm all
that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature
Title
President, Chief Executive Officer, and Director
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Date
September 8, 2022
September 8, 2022
/s/ Richard L. Van Kirk
Richard L. Van Kirk
/s/ Alisha K. Charlton
Alisha K. Charlton
/s/ Nicholas J. Swenson
Nicholas J. Swenson
/s/ Raymond E. Cabillot
Raymond E. Cabillot
/s/ Angelita R. Domingo
Angelita R. Domingo
/s/ William J. Farrell III
William J. Farrell III
/s/ David C. Hovda
David C. Hovda
/s/ Katrina M.K. Philp
Katrina M.K. Philp
Chairman of the Board, Director
September 8, 2022
Director
Director
Director
Director
Director
55
September 8, 2022
September 8, 2022
September 8, 2022
September 8, 2022
September 8, 2022
Exhibit
No.
3.1
3.2
3.3
3.4
INDEX TO EXHIBITS
Description
Articles of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed April 23, 2007).
Articles of Amendment to Articles of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed
December 5, 2007).
Articles of Amendment to Articles of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed June
18, 2010).
Amended and Restated Bylaws, dated January 31, 2011 (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed
February 4, 2011).
4.1 Ω
10.1*
Description of the Company’s Common Stock Registered Pursuant to Section 12 of the Securities Act of 1934.
Second Amended and Restated 2004 Stock Option Plan (incorporated herein by reference to Exhibit 4.1 to the Company’s Form S-8 filed
February 15, 2012).
10.2*
Amended and Restated 2004 Directors Stock Option Plan (incorporated herein by reference to Exhibit 4.2 to the Company’s Form S-8 filed
February 15, 2012).
10.3*
10.4*
Pro-Dex, Inc. 2016 Equity Incentive Plan (incorporated herein by reference to Appendix A to our Schedule 14A filed October 17, 2016).
Form of Indemnification Agreement for directors and certain officers (incorporated herein by reference to Exhibit 10.1 to the Company’s
Form 8-K filed October 29, 2008).
10.5
Lease agreement with Irvine Business Properties, dated August 3, 2007 (incorporated herein by reference to Exhibit 10.1 to the Company’s
Form 8-K filed August 23, 2007).
10.6
First Amendment To Lease – July 2013 by and between Irvine Business Properties and Pro-Dex, Inc., dated effective July 1, 2013
(incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed July 17, 2013).
10.7*
Pro-Dex, Inc. Amended and Restated Employee Severance Policy effective as of September 16, 2014 (incorporated herein by reference to
Exhibit 10.5 to the Company’s Form 10-Q filed May 14, 2015).
10.8
10.9*
Second Amendment to Standard Industrial/Commercial Multi-Tenant Lease – Net by and between Irvine Business Properties and Pro-Dex,
Inc., dated September 19, 2017 (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed on September 20, 2017).
Form of Performance Award Agreement for Employees of Pro-Dex, Inc. – 2016 Equity Incentive Plan (incorporated herein by reference to
Exhibit 10.1 to the Company’s Form 8-K filed on December 8, 2017).
10.10
Credit Agreement, dated September 6, 2018 between Pro-Dex, Inc. and Minnesota Bank & Trust (incorporated herein by reference to Exhibit
10.1 to the Company’s Form 8-K filed on September 7, 2018).
10.11
Security Agreement, dated September 6, 2018 by Pro-Dex, Inc. in favor of Minnesota Bank & Trust (incorporated herein by reference to
Exhibit 10.2 to the Company’s Form 8-K filed on September 7, 2018).
10.12
Term Note A, dated September 6, 2018 by Pro-Dex, Inc. in favor of Minnesota Bank & Trust (incorporated herein by reference to Exhibit
10.3 to the Company’s Form 8-K filed on September 7, 2018).
10.13
Revolving Credit Note, dated September 6, 2018 by Pro-Dex, Inc. in favor of Minnesota Bank & Trust (incorporated herein by reference to
Exhibit 10.4 to the Company’s Form 8-K filed on September 7, 2018).
10.14
Change in Terms Agreement dated September 6, 2019 by and between Minnesota Bank & Trust and Pro-Dex, Inc. (incorporated herein by
reference to Exhibit 10.1 to the Company’s Form 8-K filed on October 1, 2019).
10.15
Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate by and between Pro-Dex, Inc. and 14401 Franklin, LLC.
(incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed on September 8, 2020).
10.16
Loan Agreement dated November 6, 2020 by and between PDEX Franklin LLC and Minnesota Bank & Trust (incorporated herein by
reference to Exhibit 10.1 to the Company’s Form 8-K filed November 12, 2020).
10.17
Term Note dated November 6, 2020 made by PDEX Franklin LLC in favor of Minnesota Bank & Trust (incorporated herein by reference to
Exhibit 10.2 to the Company’s Form 8-K filed November 12, 2020).
10.18
Deed of Trust with Assignment of Leases and Rents, Security Agreement and Fixture Filing dated November 6, 2020 by and between PDEX
Franklin LLC and Minnesota Bank & Trust (incorporated herein by reference to Exhibit 10.3 to the Company’s Form 8-K filed November
12, 2020).
56
10.19
Assignment of Leases and Rents dated November 6, 2020 by and between PDEX Franklin LLC and Minnesota Bank & Trust (incorporated
herein by reference to Exhibit 10.4 to the Company’s Form 8-K filed November 12, 2020).
10.20
Amended and Restated Credit Agreement dated November 6, 2020 by and between Pro-Dex, Inc. and Minnesota Bank & Trust (incorporated
herein by reference to Exhibit 10.5 to the Company’s Form 8-K filed November 12, 2020).
10.21
Amended and Restated Term Note A dated November 6, 2020 made by Pro-Dex, Inc. in favor of Minnesota Bank & Trust (incorporated
herein by reference to Exhibit 10.6 to the Company’s Form 8-K filed November 12, 2020).
10.22
Term Note B dated November 6, 2020 made by Pro-Dex, Inc. in favor of Minnesota Bank & Trust (incorporated herein by reference to
Exhibit 10.7 to the Company’s Form 8-K filed November 12, 2020).
10.23
Amended and Restated Revolving Credit Agreement dated November 6, 2020 made by Pro-Dex, Inc. in favor of Minnesota Bank & Trust
(incorporated herein by reference to Exhibit 10.8 to the Company’s Form 8-K filed November 12, 2020).
10.24*
Form of Stock Option Agreement for Directors and Employees of Pro-Dex, Inc. – 2016 Equity Incentive Plan (incorporated herein by
reference to Exhibit 10.1 to the Company’s Form 8-K filed December 11, 2020).
10.25
At the Market Offering Agreement dated December 31, 2020, by and between Pro-Dex, Inc. and Ascendiant Capital Markets, LLC
(incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed December 31, 2020).
10.26
Amendment No. 1 to Amended and Restated Credit Agreement dated November 5, 2021 by and between Pro-Dex, Inc. and Minnesota Bank
& Trust (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed November 9, 2021).
10.27
Amended and Restated Revolving Credit Note dated November 5, 2021 made by Pro-Dex, Inc. in favor of Minnesota Bank & Trust
(incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K filed November 9, 2021).
Consent of Independent Registered Public Accounting Firm.
23 Ω
31.1 Ω Certification of the Chief Executive Officer Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Ω Certification of the Chief Financial Officer Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 Ω
Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
———————
Ω
*
Filed herewith.
Denotes management contract or compensatory arrangement.
57
Description of the Company’s Common Stock
Registered Pursuant to Section 12 of the
Securities Exchange Act of 1934
EXHIBIT 4.1
The following summary of Pro-Dex, Inc.’s common stock does not purport to be complete and is subject to and qualified in its entirety by reference
to our Articles of Incorporation, as amended (“Articles of Incorporation”), and Amended and Restated Bylaws (“Bylaws”). For a complete description of
the terms and provisions of our capital stock, including our common stock, refer to the Articles of Incorporation and the Bylaws, which are filed as exhibits
to this Annual Report on Form 10-K.
General
s of September 6, 2022, our authorized capital stock consists of (i) 50,000,000 shares of common stock, no par value per share, and (ii) 10,000,000
shares of preferred stock, no par value per share. As of September 6, 2022, 3,619,189 shares of common stock were issued and outstanding and no shares
of preferred stock were issued and outstanding. Our common stock is our only class of securities registered under Section 12 of the Securities Exchange
Act of 1934.
Common Stock
The holders of our common stock are entitled to one vote for each share of common stock held of record on all matters submitted to a vote of our
shareholders, including the election of directors, and do not have cumulative voting rights. Subject to preferences that may be applicable to any outstanding
of our preferred stock, holders of common stock are entitled to receive ratably those dividends, if any, as may be declared by our Board of Directors out of
legally available funds. Subject to the rights of any outstanding preferred stock, upon the Company’s liquidation, dissolution or winding-up, the holders of
common stock will be entitled to share ratably in the net assets legally available for distribution to our shareholders after the payment of all of our debts and
other liabilities. Holders of common stock have no preemptive or conversion rights or other subscription rights and there are no redemption or sinking fund
provisions applicable to our common stock. All outstanding shares of common stock are fully paid and nonassessable.
Our Board of Directors has the authority, without further action by our shareholders (other than such approval rights as may be granted to any
outstanding series of preferred stock), to designate and issue one or more series of preferred stock and to fix the rights, powers, preferences, qualifications,
limitations and restrictions of each series of preferred stock to the maximum extent permitted by Colorado law. The issuance of preferred stock could
decrease the amount of earnings and assets available for distribution to holders of common stock or adversely affect the rights and powers, including voting
rights, of the holders of common stock. The existence of authorized but unissued preferred stock may also discourage or render more difficult attempts to
take control of the Company, as described in more detail below under “Anti-Takeover Provisions of Governing Documents.”
Broadridge Corporate Issuer Solutions, Inc. is the transfer agent for our common stock.
Our common stock is listed on the NASDAQ Capital Market under the symbol “PDEX”.
Anti-Takeover Provisions of Governing Documents
Our Bylaws require that our shareholders satisfy certain advance notice and other requirements in order to properly submit proposals or director
nominees for consideration at our annual meetings of shareholders.
As discussed above, our Board of Directors has the authority, without further action by our shareholders (other than such approval rights as may
be granted to any outstanding series of preferred stock), to designate and issue one or more series of preferred stock and to fix the rights, powers,
preferences, qualifications, limitations, and restrictions of each series of preferred stock to the maximum extent permitted by Colorado law. The existence
of authorized but unissued preferred stock may enable our Board of Directors to render more difficult or to discourage an attempt to obtain control of the
Company by means of a merger, tender offer, proxy contest or otherwise. Among other things, if in the due exercise of its fiduciary obligations, our Board
of Directors were to determine that a takeover proposal is not in the best interests of the Company and our shareholders, our Board of Directors could cause
shares of preferred stock to be designated and issued without further shareholder approval in one or more private offerings or other transactions that might
dilute the voting or other rights of the proposed acquirer or insurgent shareholder or shareholder group.
EXHIBIT 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the following Registration Statements of Pro-Dex, Inc. (the “Company”) of our report dated
September 8, 2022, relating to the consolidated financial statements of the Company appearing in this Annual Report on Form 10-K for the fiscal year
ended June 30, 2022:
·
·
·
·
·
·
Registration Statement on Form S-3 (No. 333-215032) pertaining to the registration of common stock;
Registration Statement on Form S-8 (No. 333-214944) pertaining to the Pro-Dex, Inc. 2016 Equity Incentive Plan;
Registration Statement on Form S-8 (No. 333-201825) pertaining to the Pro-Dex, Inc. 2014 Employee Stock Purchase Plan;
Registration Statement on Form S-8 (No. 333-179536) pertaining to the Pro-Dex, Inc. Second Amended and Restated Stock Option Plan and the
Amended and Restated 2004 Directors’ Stock Option Plan;
Registration Statement on Form S-8 (No. 333-141178) pertaining to the Pro-Dex, Inc. First Amended and Restated 2004 Stock Option Plan; and
Registration Statement on Form S-8 (No. 333-112133) pertaining to the Pro-Dex, Inc. 2004 Stock Option Plan and the 2004 Directors’ Stock Option
Plan.
/s/ Moss Adams LLP
Moss Adams LLP
Irvine, California
September 8, 2022
Certification of Chief Executive Officer
Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
EXHIBIT 31.1
I, Richard L. Van Kirk, certify that:
1.
2.
3.
4.
I have reviewed this Form 10-K of Pro-Dex, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
b)
c)
d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my
supervision, to ensure that material information relating to registrant, including its consolidated subsidiaries, is made known to me by
others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
5.
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit
committee of registrant’s board of directors (or persons performing the equivalent functions):
a)
b)
all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date: September 8, 2022
/s/ Richard L. Van Kirk
Richard L. Van Kirk
Chief Executive Officer
(principal executive officer)
Certifications of Chief Financial Officer
Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
EXHIBIT 31.2
I, Alisha K. Charlton, certify that:
1.
2.
3.
4.
I have reviewed this Form 10-K of Pro-Dex, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
b)
c)
d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my
supervision, to ensure that material information relating to registrant, including its consolidated subsidiaries, is made known to me by
others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
5.
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit
committee of registrant’s board of directors (or persons performing the equivalent functions):
a)
b)
all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date: September 8, 2022
/s/ Alisha K. Charlton
Alisha K. Charlton
Chief Financial Officer
(principal financial officer and
principal accounting officer)
CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Certifications of Chief Executive Officer and Chief Financial Officer
EXHIBIT 32
In connection with the annual report on Form 10-K of Pro-Dex Inc. (the “Company”) for the annual period ended June 30, 2022 (the “Report”),
the undersigned hereby certifies in their capacities as Chief Executive Officer and Chief Financial Officer of the Company, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
Date: September 8, 2022
Date: September 8, 2022
By: /s/ Richard L. Van Kirk
Richard L. Van Kirk
Chief Executive Officer and President
(principal executive officer)
By: /s/ Alisha K. Charlton
Alisha K. Charlton
Chief Financial Officer
(principal financial officer and
principal accounting officer)
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the
signatures that appear in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and
will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.