PRO DEX INC 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————— FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended DECEMBER 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number: 0-14942 PRO-DEX, INC. (Exact name of registrant as specified in its charter) ——————— colorado 84-1261240 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2361 McGaw Avenue , Irvine , California 92614 (Address of principal executive offices and 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 Trading Symbol(s) Name of each exchange on which registered Common Stock, no par value PDEX NASDAQ Capital Market 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 3,629,406 shares of common stock, no par value, as of February 2, 2022. PRO-DEX, INC. AND SUBSIDIARIES QUARTERLY REPORT ON FORM 10-Q FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2021 TABLE OF CONTENTS Page PART I — FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (Unaudited) 1 Condensed Consolidated Balance Sheets of December 31, 2021 and June 30, 2021 1 Condensed Consolidated Statements of Income for the Three and Six Months Ended December 31, 2021 and 2020 2 Condensed Consolidated Statements of Shareholders’ Equity for the Three and Six Months Ended December 31, 2021 and 2020 3 Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2021 and 2020 4 Notes to Condensed Consolidated Financial Statements 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 18 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 26 ITEM 4. CONTROLS AND PROCEDURES 26 PART II — OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS 28 ITEM 1A. RISK FACTORS 28 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 28 ITEM 6. EXHIBITS 29 SIGNATURES 30 PART I — FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS PRO-DEX, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands, except share amounts) December 31, 2021 June 30, 2021 ASSETS Current Assets: Cash and cash equivalents $ 5,252 $ 3,721 Investments 1,241 1,295 Accounts receivable, net of allowance for doubtful accounts of $ 4 and $ 2 at December 31, 2021 and at June 30, 2021, respectively 8,850 10,933 Deferred costs 424 193 Inventory 9,285 8,437 Prepaid expenses and other current assets 1,036 434 Total current assets 26,088 25,013 Land and building, net 6,390 6,437 Equipment and leasehold improvements, net 4,605 3,845 Right- of- use asset, net 2,429 2,605 Intangibles, net 157 186 Deferred income taxes, net 463 463 Investments 1,940 1,704 Other assets 42 67 Total assets $ 42,114 $ 40,320 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 2,315 $ 2,288 Accrued expenses 1,812 2,198 Deferred revenue 584 150 Note payable 1,260 1,236 Total current liabilities 5,971 5,872 Lease liability, net of current portion 2,248 2,432 Income taxes payable 991 397 Notes payable, net of current portion 10,899 11,535 Total non-current liabilities 14,138 14,364 Total liabilities 20,109 20,236 Shareholders’ Equity: Common shares; no par value; 50,000,000 shares authorized; 3,641,983 and 3,645,660 shares issued and outstanding at December 31, 2021 and June 30, 2021, respectively 7,886 7,953 Retained earnings 14,119 12,131 Total shareholders’ equity 22,005 20,084 Total liabilities and shareholders’ equity $ 42,114 $ 40,320 The accompanying notes are an integral part of these condensed consolidated financial statements. 1 PRO-DEX, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (In thousands, except per share amounts) Three Months Ended December 31, Six Months Ended December 31, 2021 2020 2021 2020 Net sales $ 10,173 $ 8,265 $ 20,161 $ 16,855 Cost of sales 6,769 5,669 13,329 10,784 Gross profit 3,404 2,596 6,832 6,071 Operating expenses: Selling expenses 22 150 59 280 General and administrative expenses 1,165 936 2,257 1,641 Research and development costs 615 989 1,596 2,080 Total operating expenses 1,802 2,075 3,912 4,001 Operating income 1,602 521 2,920 2,070 Interest expense ( 117 ) ( 75 ) ( 237 ) ( 129 ) Unrealized gain (loss) on marketable equity investments ( 300 ) 1,413 ( 152 ) 1,306 Interest and other income 25 20 49 61 Gain on sale of investments — — — 12 Income from operations before income taxes 1,210 1,879 2,580 3,320 Income tax expense ( 285 ) ( 129 ) ( 592 ) ( 412 ) Net income $ 925 $ 1,750 $ 1,988 $ 2,908 Basic net income per share: Net income $ 0.25 $ 0.45 $ 0.54 $ 0.75 Diluted net income per share: Net income $ 0.25 $ 0.44 $ 0.53 $ 0.72 Weighted average common shares outstanding: Basic 3,657 3,861 3,654 3,856 Diluted 3,767 4,012 3,774 4,014 Common shares outstanding 3,642 3,861 3,642 3,861 The accompanying notes are an integral part of these condensed consolidated financial statements. 2 PRO-DEX, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY For the Three and Six Months Ended December 31, 2021 and 2020 (Unaudited) (In thousands) Three Months Ended December 31, Six Months Ended December 31, 2021 2020 2021 2020 Common stock: Balance, beginning of period $ 8,188 $ 12,583 $ 7,953 $ 12,752 Share-based compensation expense 275 38 575 64 Share repurchases ( 577 ) — ( 672 ) — Shares withheld from common stock issued to pay employee payroll taxes — — — ( 259 ) Exercise of stock options — — — 39 ESPP shares issued — — 30 25 Balance, at end of period $ 7,886 $ 12,621 $ 7,886 $ 12,621 Retained earnings: Balance, beginning of period $ 13,194 $ 7,468 $ 12,131 $ 6,310 Net income 925 1,750 1,988 2,908 Balance, at end of period $ 14,119 $ 9,218 $ 14,119 $ 9,218 Balance, beginning of period — — 20,084 — Net income 925 1,750 1,988 2,908 Total shareholders’ equity $ 22,005 $ 21,839 $ 22,005 $ 21,839 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 PRO-DEX, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands) Six Months Ended December 31, 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,988 $ 2,908 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 366 320 Share-based compensation 575 64 Unrealized (gain) loss on marketable equity investments 152 ( 1,306 ) Non-cash lease expense 8 15 Amortization of loan fees 4 5 Gain on sale of investments — ( 12 ) Impairment of long-lived assets 46 — Bad debt expense (recovery) 2 ( 2 ) Changes in operating assets and liabilities: Accounts receivable and other current receivables 2,081 535 Deferred costs ( 231 ) 18 Inventory ( 848 ) ( 913 ) Prepaid expenses and other assets ( 577 ) ( 247 ) Accounts payable and accrued expenses ( 376 ) ( 110 ) Deferred revenue 434 — Income taxes payable 595 ( 190 ) Net cash provided by operating activities 4,219 1,085 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of investments ( 334 ) — Purchases of equipment and improvements ( 1,072 ) ( 316 ) Proceeds from sale of investments — 115 Purchase of land and building — ( 6,499 ) Increase in intangibles ( 24 ) ( 3 ) Net cash used in investing activities ( 1,430 ) ( 6,703 ) CASH FLOWS FROM FINANCING ACTIVITIES: Repurchases of common stock ( 672 ) — Proceeds from exercise of options and ESPP contributions 30 64 Payment of employee payroll taxes on net issuance of common stock — ( 259 ) Proceeds from Minnesota Bank & Trust long-term debt, net of fees — 5,176 Principal payments on notes payable ( 616 ) ( 261 ) Net cash provided by (used in) financing activities ( 1,258 ) 4,720 Net increase (decrease) in cash and cash equivalents 1,531 ( 898 ) Cash and cash equivalents, beginning of period 3,721 6,421 Cash and cash equivalents, end of period $ 5,252 $ 5,523 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 PRO-DEX, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED (Unaudited) (In thousands) Six Months Ended December 31, 2021 2020 Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 198 $ 101 Income taxes $ 785 $ 754 Non-cash investing and financing activity: Cashless stock option exercise $ 45 $ 4 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 PRO-DEX, INC. AND SUBSIDIAIRIES NOTES TO CONSDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of Pro-Dex, Inc. (“we,” “us,” “our,” “Pro-Dex,” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and Regulation S-K. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These financial statements should be read in conjunction with the financial statements presented in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. The results of operations for such interim periods are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended June 30, 2021. Recently Adopted Accounting Standards In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update (“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 have not had a material impact. NOTE 2. DESCRIPTION OF BUSINESS 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 maxocranial facial markets. We have patented adaptive torque-limiting software 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 condensed 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. NOTE 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 condensed consolidated financial statements herein. The impact to net income for the three months ended December 31, 2020, 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 both basic and diluted earnings per share for the three months ended December 31, 2020 of $0.36. The impact to net income for the six months ended December 31, 2020, was an increase of $1.3 million with a corresponding decrease in unrealized gain on marketable equity securities of $1.3 million, previously presented in other comprehensive income (loss). The revision resulted in an increase to basic earnings per share of $0.33 and diluted earnings per share of $0.32 for the six months ended December 31, 2020. As of June 30, 2021, the revision reclassified the remaining accumulated other comprehensive loss of $215,000 to retained earnings. 6 PRO-DEX INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 4. COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS Inventory Inventory is stated at the lower of cost (first-in, first-out) or net realizable value and consists of the following (in thousands): Schedule of inventory December 31, 2021 June 30, 2021 Raw materials/purchased components $ 4,331 $ 3,967 Work in process 2,774 2,218 Sub-assemblies/finished components 1,836 1,738 Finished goods 344 514 Total inventory $ 9,285 $ 8,437 Investments Investments are stated at market value and consist of the following (in thousands): Schedule of investments December 31, 2021 June 30, 2021 Marketable equity securities - short-term $ 1,241 $ 1,295 Marketable equity securities - long-term 1,940 1,704 Total marketable equity securities $ 3,181 $ 2,999 Investments at December 31, 2021 and June 30, 2021, had an aggregate cost basis of $ 3,538,000 and $ 3,204,000 , respectively. The long-term investments include equity investments of thinly traded securities that we classified as long term in nature because if we decide to sell these securities we may not be able to sell our position within one year. At December 31, 2021, the investments included net unrealized losses of $ 357,000 (gross unrealized losses of $ 475,000 offset by gross unrealized gains of $ 118,000 ). At June 30, 2021, the investments included net unrealized losses of $ 215,000 (gross unrealized losses of $ 386,000 offset by gross unrealized gains of $ 171,000 ). Of the total marketable equity securities at December 31, 2021 and June 30, 2021, $ 1,170,000 and $ 1,224,000 , respectively, represent an investment in the common stock of Air T, Inc. Two of our Board members are also board members of Air T, Inc. and both either individually or through affiliates own an equity interest in Air T, Inc. Our Chairman, one of the two Board members aforementioned, also serves as the Chief Executive Officer and Chairman of Air T, Inc. Another of our Board members is employed by Air T, Inc. as its Chief of Staff. The shares were 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, Richard Van Kirk, and two non-management directors, Raymond Cabillot and Nicholas 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. 7 PRO-DEX INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Land and building Land and building consist of the following (in thousands): Schedule of Capital Leased Assets December 31, 2021 June 30, 2021 Land $ 3,684 $ 3,684 Building 2,815 2,815 Total 6,499 6,499 Less: accumulated depreciation ( 109 ) ( 62 ) Land and building $ 6,390 $ 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 we financed through Minnesota Bank & Trust (“MBT”) (See Note 10). We substantially completed the build-out of the property in the first quarter of this fiscal year. Currently, we are actively engaged in various verification and validation activities so that we can move certain employees and operations into the new building. We expect that we will begin certain operations in the new facility this fiscal year. The building is being amortized on a straight-line basis over a period of 30 years. Intangibles Intangibles consist of the following (in thousands): Schedule of intangibles December 31, 2021 June 30, 2021 Patent-related costs $ 238 $ 260 Less accumulated amortization ( 81 ) ( 74 ) $ 157 $ 186 Patent-related costs consist of legal fees incurred in connection with both patent applications and a patent issuance, 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. Since we do not know when, or if, our patent applications will be issued, the future amortization expense is not predictable. During the three months ended December 31, 2021, we impaired $ 46,000 in previously capitalized legal fees because although we were granted the underlying patent, in this case, we currently have no products either in development or sold that utilize the intellectual property protected by the patent. 8 PRO-DEX INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 5. WARRANTY 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. As of December 31, and June 30, 2021, the warranty reserve amounted to $ 255,000 and $ 221,000 , respectively. Warranty expenses are included in cost of sales in the accompanying condensed consolidated statements of income. 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. Warranty expense relating to new product sales and changes to estimates for the three months ended December 31, 2021 and 2020, was $ 44,000 and $ 182,000 , respectively, and for the six months ended December 31, 2021 and 2020, was $ 68,000 and $ 254,000 , respectively. Information regarding the accrual for warranty costs for the three and six months ended December 31, 2021 and 2020, are as follows (in thousands): Schedule of Product Warranty Liability As of and for the Three Months Ended December 31, 2021 2020 Beginning balance $ 232 $ 190 Accruals during the period 33 175 Changes in estimates of prior period warranty accruals 11 7 Warranty amortization ( 21 ) ( 25 ) Ending balance $ 255 $ 347 As of and for the Six Months Ended December 31, 2021 2020 Beginning balance $ 221 $ 213 Accruals during the period 64 255 Changes in estimates of prior period warranty accruals 4 ( 1 ) Warranty amortization ( 34 ) ( 120 ) Ending balance $ 255 $ 347 NOTE 6. NET INCOME PER SHARE We calculate basic net income per share by dividing net income by the weighted-average number of common shares outstanding during the reporting period. The weighted-average number of common shares outstanding reflects the effects of potentially dilutive securities, in income generating periods, which consist entirely of outstanding stock options and performance awards. 9 PRO-DEX INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) The following table presents reconciliations of the numerators and denominators of the basic and diluted earnings per share computations for net income. In the tables below, income amounts represent the numerator, and share amounts represent the denominator (in thousands, except per share amounts): Schedule of reconciliations of the numerators and denominators of the basic and diluted earnings (loss) per share computations for net income (loss) Three Months Ended December 31, Six Months Ended December 31, 2021 2020 2021 2020 Basic: Net income $ 925 $ 1,750 $ 1,988 $ 2,908 Weighted average shares outstanding 3,657 3,861 3,654 3,856 Basic income per share $ 0.25 $ 0.45 $ 0.54 $ 0.75 Diluted: Net income $ 925 $ 1,750 $ 1,988 $ 2,908 Weighted average shares outstanding 3,657 3,861 3,654 3,856 Effect of dilutive securities 110 151 120 158 Weighted average shares used in calculation of diluted earnings per share 3,767 4,012 3,774 4,014 Diluted income per share $ 0.25 $ 0.44 $ 0.53 $ 0.72 NOTE 7. INCOME TAXES Deferred income taxes are provided on a liability method whereby deferred tax assets and liabilities are recognized for temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more - likely - than - not that some portion or all of the deferred tax assets will not be realized. 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 primarily on our historical taxable income, with some consideration given to our estimates of future taxable income by jurisdictions in which we operate and the period over which our deferred tax assets would be recoverable. We recognize accrued interest and penalties related to unrecognized tax benefits when applicable. As of December 31, 2021, we recognized accrued interest of $ 61,000 related to unrecognized tax benefits. No interest or penalties were recognized as of June 30, 2021, since we had 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 multiple state tax jurisdictions. We are currently open to audit under the statute of limitations by the Internal Revenue Service for the years ended June 30, 2018 and later. Our state income tax returns are open to audit under the statute of limitations for the years ended June 30, 2017 and later. We do not anticipate a significant change to the total amount of unrecognized tax benefits within the next 12 months. NOTE 8. SHARE-BASED COMPENSATION Through June 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. 10 PRO-DEX INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 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. As of December 31, 2021, 200,000 performance awards and 372,000 non-qualified stock options have been granted under the 2016 Equity Incentive Plan. Former Stock Option Plans No options were granted under the Former Stock Option Plans during the three or six months ended December 31, 2021 and 2020. As of December 31, 2021, there was no unrecognized compensation cost under the Former Stock Option Plans, as all outstanding stock options are fully vested. As of December 31, 2021, the options outstanding had a weighted average remaining contractual life of 0.79 years and an intrinsic value of $ 139,000 . Following is a summary of stock option activity under the Former Stock Option Plans for the six months ended December 31, 2021 and 2020: Share-based Payment Arrangement, Option, Activity Six Months Ended December 31, 2021 2020 Number of Shares Weighted-Average Exercise Price Number of Shares Weighted-Average Exercise Price Outstanding at July 1, 31,500 $ 1.81 54,000 $ 1.86 Options granted — — — — Options exercised ( 25,000 ) 1.80 ( 22,500 ) 1.94 Options forfeited — — — — Outstanding at end of period 6,500 $ 1.82 31,500 $ 1.81 Stock Options Exercisable at December 31, 6,500 $ 1.82 31,500 $ 1.81 11 PRO-DEX INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Performance Awards 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 from the date of grant 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 other employees. The weighted average fair value of the performance awards reallocated in 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 5,000 previously forfeited awards, having the same remaining terms and conditions, to another employee. During each of the three months ended December 31, 2021 and 2020, we recorded share-based compensation expense of $ 21,000 related to outstanding performance awards. During each of the six months ended December 31, 2021 and 2020, we recorded share-based compensation expense of $ 42,000 related to outstanding performance awards. On December 31, 2021, there was approximately $ 118,000 of unrecognized compensation cost related to non-vested performance awards expected to be expensed over the weighted-average period of 2.47 years. On July 1, 2020, it was determined by the Compensation Committee of our Board of Directors that the second of five tranches of 40,000 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 and; therefore, we issued 25,629 shares and paid $ 259,000 of participant-related payroll tax liabilities. 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 from the date of grant and the achievement of our common stock trading at certain pre-determined prices. In December 2021, the Compensation Committee reallocated 5,000 previously forfeited non-qualified stock options, having the same remaining terms and conditions, to another employee. During the three months ended December 31, 2021 and 2020, we recorded compensation expense of $ 254,000 and $ 18,000 , respectively, related to these options. During the six months ended December 31, 2021 and 2020, we recorded compensation expense of $ 527,000 and $ 18,000 , 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 December 31, 2021, there was approximately $ 3.6 million of unrecognized compensation cost related to these non-vested non-qualified stock options. Employee Stock Purchase Plan In September 2014, our Board approved the establishment of an Employee Stock Purchase Plan (the “ESPP”), which was approved by our shareholders at our 2014 Annual Meeting. 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 to 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. The 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 under those plans, aggregating 704,715 shares, be reserved for issuance pursuant to the ESPP. During the three months ended December 31, 2021 and 2020, we did not record any share-based compensation expense relating to the ESPP, due to the fact that no six-month offering period ended during either quarter. During the six months ended December 31, 2021 and 2020, 1,130 and 1,485 shares of our common stock were purchased under the ESPP, respectively, and allocated to employees based upon their contributions at prices of $ 26.17 and $ 16.94 , respectively, per share. On a cumulative basis, since the inception of the ESPP, employees have purchased a total of 25,593 shares of our common stock. During the six months ended December 31, 2021 and 2020, we recorded share-based compensation expense in the amount of $ 5,000 and $ 4,000 , respectively, relating to the ESPP. 12 PRO-DEX INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 9. MAJOR CUSTOMERS AND SUPPLIERS Information with respect to customers that accounted for sales in excess of 10% of our total sales in either of the three-month and the six-month periods ended December 31, 2021 and 2020, is as follows (in thousands, except percentages): Schedule of sales by major customers Three Months Ended December 31, 2021 2020 Amount Percent of Total Amount Percent of Total Net sales $ 10,173 100 % $ 8,265 100 % Customer concentration: Customer 1 $ 6,723 66 % $ 5,809 70 % Customer 2 1,249 12 % 1,221 15 % Customer 3 1,090 11 % 658 8 % Total $ 9,062 89 % $ 7,688 93 % 13 Six Months Ended December 31, 2021 2020 Amount Percent of Total Amount Percent of Total Net sales $ 20,161 100 % $ 16,855 100 % Customer concentration: Customer 1 13,714 68 % 10,978 65 % Customer 2 2,189 11 % 3,391 20 % Customer 3 1,970 10 % 1,127 7 % Total $ 17,873 89 % $ 15,496 92 % Information with respect to accounts receivable from those customers who comprised more than 10% of our gross accounts receivable at either December 31, 2021 or June 30, 2021, is as follows (in thousands, except percentages): Schedule of accounts receivable of major customers December 31, 2021 June 30, 2021 Total gross accounts receivable $ 8,854 100 % $ 10,935 100 % Customer concentration: Customer 1 $ 5,993 68 % $ 6,666 61 % Customer 2 864 10 % 3,710 34 % Total $ 6,857 78 % $ 10,376 95 % During the three and six months ended December 31, 2021, we had two suppliers accounting for 10 % or more of total inventory purchases. During the three months ended December 31, 2020, we had three suppliers accounting for 10 % or more of total inventory purchases, and during the six months ended December 31, 2020, we had two suppliers that accounted for more than 10% of our total inventory purchases. Amounts owed to the fiscal 2022 two most significant suppliers at December 31, 2021, totaled $365,000 and $71,000, respectively, and at June 30, 2021, totaled $206,000 and $184,000, respectively. NOTE 10. 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 an approximate 25,000 square foot industrial building in Tustin, California (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 December 31, 2021 is $5,028,000. 14 PRO-DEX INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 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 shares of our common stock. 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. 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 December 31, 2021, is $ 6,259,000 . 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 $ 932,000 on December 31, 2021. The Revolving Loan may be borrowed against from time to time through its maturity date of November 5, 2023 , 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). No amounts have been drawn 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. NOTE 11. COMMON STOCK Share Repurchase Program In December 2019, our Board approved a new share repurchase program authorizing us to repurchase up to 1 million shares of our common stock, as the prior repurchase plan authorized by the 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 three and six months ended December 31, 2021, we repurchased 24,336 and 27,952 shares, respectively, at an aggregate cost, inclusive of fees under the Plan, of $ 577,000 and $ 672,000 , respectively. During the three and six months ended December 31, 2020, we did not repurchase any shares under the repurchase program. On a cumulative basis, since implementation of the share repurchase program in 2013, we have repurchased a total of 1,063,448 shares under the share repurchase program at an aggregate cost, inclusive of fees, of $ 14.7 million. All repurchases under the 10b5-1 Plans were administered through an independent broker. 15 PRO-DEX INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) At The Market Offering Agreement In December 2020, our Board approved an ATM Agreement with Ascendiant Capital Markets, LLC (“Ascendiant”). The ATM Agreement allows us to sell shares of our common stock in transactions that are deemed to be “at-the-market” equity offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made by means of ordinary brokers’ transactions, including on Nasdaq. In connection with the ATM Agreement, we entered into a prearranged stock sales plan with Ascendiant, which is intended to qualify for the safe harbor under Rule 10b5-1 under the Exchange Act (“ATM 10b5-1 Plan”). No sales of common stock have been made under the ATM Agreement as of the date of this report, but future sales may occur pursuant to the parameters of the ATM 10b5-1 Plan or otherwise at the direction of our Board in accordance with the terms of the ATM Agreement. NOTE 12. LEASES Effective July 1, 2019, we adopted the new lease accounting standard ASU 2016-02 using the modified retrospective method of applying the new standard at the adoption date. In addition, we elected the practical expedient that allowed us to carry forward the historical lease classification of our sole operating lease for our corporate office, which includes our manufacturing and research and development facilities. Adoption of this standard resulted in the recording of net operating lease right-of-use (“ROU”) asset and corresponding operating lease liability of $ 3.3 million. Our operating lease ROU asset and long-term liability are presented separately on our condensed consolidated balance sheet. The current portion of our operating lease liability as of December 31, 2021, in the amount of $ 361,000 , is presented within accrued expenses on the condensed consolidated balance sheet. As of December 31, 2021, the maturity of our lease liability is as follows: Schedule of Maturities of Lease Liabilities Operating Lease Fiscal Year: 2022 $ 246 2023 504 2024 519 2025 535 2026 551 Thereafter 710 Total lease payments 3,065 Less imputed interest: ( 456 ) Total $ 2,609 As of December 31, 2021, our operating lease has a remaining lease term of five 5 years and nine months and an imputed interest rate of 5.53 %. Cash paid for amounts included in the lease liability for the three and six months ended December 31, 2021, totaled $ 123,000 and $ 243,000 , respectively, and for December 31, 2020, totaled $ 120,000 and $ 236,000 , respectively. NOTE 13. COMMITMENTS AND CONTINGENCIES Legal Matters On August 24, 2021, one of our customers, through its counsel, sent notice that it is seeking indemnification from us regarding a pending complaint filed by a third-party claiming patent infringement on one of the products that we manufacture for this customer. As of the date of this filing, 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 and we intend to defend the claim, which we believe may take two years or more to resolve. 16 PRO-DEX INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) On October 12, 2021, we received a letter from an attorney representing a former employee, alleging, among other things, wrongful termination, failure to accommodate, and intentional infliction of emotional distress. The parties are scheduled for a mediation hearing on February 23, 2022. If the dispute does not settle at mediation, we intend to contest all of the claims against us. In addition to the above matters, we are from time to time a party to various 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 and adverse. NOTE 14. SUBSEQUENT EVENTS We have evaluated subsequent events through the date of this filing. There were no subsequent events that require disclosure. 17 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with our unaudited interim condensed consolidated financial statements and the related notes and other financial information appearing elsewhere in this report. COMPANY OVERVIEW The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of the results of operations and financial condition of Pro-Dex, Inc. (“Company,” “Pro-Dex,” “we,” “our,” or “us”) for the three-month and six-month periods ended December 31, 2021 and 2020. This discussion should be read in conjunction with the condensed consolidated financial statements and the notes thereto included elsewhere in this report. This report contains certain forward-looking statements and information. The cautionary statements included herein should be read as being applicable to all related forward-looking statements wherever they may appear. Our actual future results could differ materially from those discussed herein. Except for the historical information contained herein, the matters discussed in this report, including, but not limited to, discussions of our product development plans, business strategies, strategic opportunities, and market factors influencing our results, are forward-looking statements that involve certain risks and uncertainties. Actual results may differ from those anticipated by us as a result of various factors, both foreseen and unforeseen, including, but not limited to, our ability to continue to develop new products and increase sales in markets characterized by rapid technological evolution, the impact of the COVID-19 pandemic on our suppliers, customers, and us, consolidation within our target marketplace and among our competitors, competition from larger, better capitalized competitors, and our ability to realize returns on opportunities. Many other economic, competitive, governmental, and technological factors could impact our ability to achieve our goals. You are urged to review the risks, uncertainties, and other cautionary language described in this report, as well as in our other public disclosures and reports filed with the Securities and Exchange Commission (“SEC”) from time to time, including, but not limited to, the risks, uncertainties, and other cautionary language discussed in our Annual Report on Form 10-K for our fiscal year ended June 30, 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 maxocranial facial (“CMF”) markets. We have patented adaptive torque-limiting software 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 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 other 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. 18 Basis of Presentation The condensed consolidated results of operations presented in this report are not audited and those results are not necessarily indicative of the results to be expected for the entirety of the fiscal year ending June 30, 2022, or any other interim period during such fiscal year. Our fiscal year ends on June 30 and our fiscal quarters end on September 30, December 31, and March 31. Unless otherwise stated, all dates refer to our fiscal year and those fiscal quarters. Critical Accounting Estimates and Judgments Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. 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. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used or changes in the accounting estimate that are reasonably likely to occur could materially change the financial statements. Management believes that there have been no significant changes during the three and six months ended December 31, 2021, to the items that we disclosed as our critical accounting policies in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021. Business Strategy and Future Plans 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 shall continue to supply their surgical handpieces to them through calendar 2025. 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”. 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, including anticipated expanded capacity for the manufacture of batteries and new products. We substantially completed the build-out of the property in the first quarter of this fiscal year. Currently, we are actively engaged in various verification and validation activities so that we can move certain employees and operations into the new building . We expect that we will begin certain operations in the new facility this fiscal year. In summary, our current objectives are focused primarily on maintaining our relationships with our current medical device customers, expanding our manufacturing capacity with the addition of the Franklin Property, investing in research and development activities to design Pro-Dex branded drivers to leverage our torque-limiting software, and promoting active product development proposals to new and existing customers for orthopedic shavers, screw drivers for a multitude of surgical applications, and other medical devices, while monitoring closely the progress of all these individual endeavors. Our investments in research and development have historically increased disproportionately to our growth in revenue and we anticipate this may continue in future periods. These expenditures are being made in an effort to release new products and garner new customer relationships. While we expect revenue growth in the future, it may not be a consistent trajectory but rather periods of incremental growth that current expenditures are helping to create. However, there can be no assurance that we will be successful in any of these objectives. 19 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 COVID-19 pandemic, including: · Non-essential employees that are able to work remotely are doing so; · 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; and · Monthly company-wide COVID-19 testing. While we have yet to see any significant 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 certain of our customers, including 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. While the COVID-19 pandemic has not materially adversely affected 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 have been caused by the COVID-19 pandemic. During early calendar 2022, we are seeing these conditions persist and worsen such that we expect 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. 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. Description of Business Operations Revenue 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): Three Months Ended December 31, Six Months Ended December 31, 2021 2020 2021 2020 % of Revenue % of Revenue % of Revenue % of Revenue Net sales: Medical device products $ 8,389 83 % $ 6,391 77 % $ 16,673 83 % $ 13,131 78 % Industrial and scientific 238 2 % 221 2 % 454 2 % 385 2 % Dental and component 82 1 % 11 — 144 1 % 74 — NRE & Prototype 115 1 % 120 2 % 311 1 % 130 1 % Repairs 1,568 15 % 1,523 19 % 3,027 15 % 3,149 19 % Discounts and other (219 ) (2 %) (1 ) — (448 ) (2 %) (14 ) — $ 10,173 100 % $ 8,265 100 % $ 20,161 100 % $ 16,855 100 % 20 Certain of our medical device products utilize proprietary designs developed by us under exclusive development and/or supply agreements. All of our medical device products utilize proprietary manufacturing methods and know-how, and are manufactured in our Irvine, California facility, as are our industrial products. Details of our medical device sales by type is as follows (in thousands, except percentages): Three Months Ended December 31, Six Months Ended December 31, 2021 2020 2021 2020 % of Total % of Total % of Total % of Total Medical device sales: Orthopedic $ 5,331 64 % $ 4,413 69 % $ 11,037 66 % $ 8,102 62 % CMF 2,604 31 % 1,117 18 % 4,991 30 % 2,642 20 % Thoracic 454 5 % 861 13 % 645 4 % 2,387 18 % Total $ 8,389 100 % $ 6,391 100 % $ 16,673 100 % $ 13,131 100 % Sales of our medical device products increased $2.0 million, or 31%, for the three months ended December 31, 2021, and increased $3.5 million, or 27%, for the six months ended December 31, 2021, compared to the corresponding periods of the prior fiscal year. The majority, or $2.9 million, of our increase in medical device sales for the six months ended December 31, 2021, relates to sales of the orthopedic surgical handpiece that we sell to our largest customer. Sales of our CMF products increased $2.3 million for the six months ended December 31, 2021, compared to the corresponding period of the prior fiscal year, in part due to the launch of a new driver to our existing largest customer during the third quarter of the prior fiscal year. Offsetting this increase, thoracic revenue decreased approximately $1.7 million for the six months ended December 31, 2021, compared to the corresponding period of the prior fiscal year, due primarily as a result of our customer filling the near-term requirements of its distribution network. Sales of our compact pneumatic air motors, reported as Industrial and scientific sales above, increased $17,000, or 8%, and $69,000, or 18%, for the three and six months ended December 31, 2021, respectively, compared to the corresponding periods of the prior fiscal year. The revenue increase relates to a continued interest in these legacy products but is not due to any substantive marketing efforts. Repair revenue remained relatively flat for the three and six months ended December 31, 2021, compared to the corresponding periods of the prior fiscal year and are primarily comprised of repairs of handpieces for our largest customer. At December 2021, we had a backlog of approximately $6.0 million, of which $5.7 million is scheduled to be delivered in the third and fourth quarters of fiscal 2022 and the balance is scheduled to be delivered next fiscal year. 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. We may experience variability in our new order bookings due to various reasons, including, but not limited to, the timing of major new product launches and customer planned inventory builds. As an example, currently our largest customer is delaying issuance of purchase orders to us because they are releasing a next generation of their handpiece, but we expect to receive orders for the balance of the fiscal year shortly. However, we do not typically experience seasonal fluctuations in our shipments and revenues. 21 Cost of Sales and Gross Margin (in thousands except percentages) Three Months Ended December 31, Six Months Ended December 31, 2021 2020 2021 2020 % of Total % of Total % of Total % of Total Cost of sales: Product cost $ 6,340 94 % $ 5,188 91 % $ 12,972 97 % $ 10,120 94 % Under(over)-absorption of manufacturing costs 248 3 % 275 5 % 102 1 % 352 3 % Inventory and warranty charges 181 3 % 206 4 % 255 2 % 312 3 % Total cost of sales $ 6,769 100 % $ 5,669 100 % $ 13,329 100 % $ 10,784 100 % Three Months Ended December 31, Six Months Ended December 31, Year over Year ppt Change 2021 2020 2021 2020 Three Months Six Months Gross margin 34 % 31 % 34 % 36 % 3 (2 ) Cost of sales for the three months ended December 31, 2021, increased $1.1 million, or 19%, compared to the corresponding period of the prior fiscal year, due primarily to the 23% increase in sales for the same period and reduced COVID-19 compensated absences in the three months ended December 31, 2021, compared to the corresponding period of the prior fiscal year. Gross profit increased by $808,000, or 31%, for the three months ended December 31, 2021, compared to the corresponding period of the prior fiscal year, primarily as a result of the increase in revenue for the same period. Gross margin as a percentage of sales increased by approximately three percentage points compared to the corresponding period of the prior fiscal year due primarily to the increased sales, described above. Cost of sales for the six months ended December 31, 2021, increased by $2.5 million, or 24%, compared to the corresponding period of the prior fiscal year, consistent with the increased revenue of 20% for the same period, the reasons for which are discussed above. Additionally, during the six months ended December 31, 2020, we had higher compensated absences related to COVID-19 than the corresponding period of the current fiscal year. Gross profit increased by $761,000, or 13%, for the six months ended December 31, 2021, compared to the corresponding period of the prior fiscal year, primarily as a result of increased sales to our largest customer. Gross margin for the six months ended December 31, 2021, decreased to 34% compared to 36% for the corresponding period of the prior fiscal year, due to price concessions to our largest customer. 22 Operating Expenses Operating Costs and Expenses (in thousands except % change) Three Months Ended December 31, Six Months Ended December 31, Year over Year % Change 2021 2020 2021 2020 Three Months Six Months % of Net Sales % of Net Sales % of Net Sales % of Net Sales Operating expenses: Selling expenses $ 22 — $ 150 2 % $ 59 — $ 280 2 % (85 %) (79 %) General and administrative expenses 1,165 12 % 936 11 % 2,257 11 % 1,641 12 % 25 % 38 % Research and development costs 615 6 % 989 12 % 1,596 8 % 2,080 10 % (38 %) (23 %) $ 1,802 18 % $ 2,075 25 % $ 3,912 19 % $ 4,001 24 % (13 %) (2 %) Selling expenses consist of salaries and other personnel-related expenses for our business development department, as well as advertising and marketing expenses, and travel and related costs incurred in generating and maintaining our customer relationships. Selling expenses for the three and six months ended December 31, 2021, decreased $128,000, or 85%, and $221,000, or 79%, compared to the corresponding periods of fiscal 2021. The decrease is 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”) consists of salaries and other personnel-related expenses of our accounting, finance and human resource personnel, as well as costs for outsourced information technology services, professional fees, directors’ fees, and other costs and expenses attributable to being a public company. G&A increased $229,000 and $616,000, respectively, during the three and six months ended December 31, 2021, when compared to the corresponding periods of the prior fiscal year. The increases relate primarily to non-cash compensation expense related to the non-qualified stock options granted in the prior fiscal year. 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 for the three and six months ended December 31, 2021, decreased $374,000 and $484,000, respectively, compared to the corresponding periods of the prior fiscal year. These decreases are primarily due to increased spending on billable development projects. When our engineers are engaged in a billable project as opposed to an internal project, costs get shifted to cost of sales instead of research and development. 23 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. The research and development costs represent between 34% and 52% of total operating expenses for all periods presented and are expected to increase in the future as we continue to invest in our business. The amount spent on internal projects under development is summarized below (in thousands): Three and Six Months Ended December 31, 2021 Three and Six Months Ended December 31, 2020 Est Market Launch (1) Est Annual Revenue Total Research & Development costs: $ 615 $ 1,596 $ 989 $ 2,080 Products in development: ENT Shaver 32 263 76 258 Q4 2022 $ 1,000 Vital Ventilator — 108 8 65 Q1 2023 $ 1,500 CMF Driver — — 279 468 (2) $ 1,000 Sustaining & Other 583 1,225 626 1,289 Total $ 615 $ 1,596 $ 989 $ 2,080 (1) Represents the calendar quarter of expected market launch. The internal projects currently under development have been delayed because we have been engaged by our customers to complete several billable non-recurring engineering projects. (2) 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. 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 our 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. Interest & Other Income Interest income for the three and six months ended December 31, 2021 and 2020, includes interest and dividends from our money market accounts and investment portfolio. Interest Expense Interest expense consists primarily of interest expense related to the notes payable described more fully in Note 10 to the condensed consolidated financial statements contained elsewhere in this report. Gain on Sale of Investments During the quarter ended September 30, 2020, we liquidated two of the stocks in our portfolio of equity investments, receiving proceeds of $115,000 and recording a gain on the sale in the amount of $12,000. Income Tax Expense The effective tax rate for the three and six months ended December 31, 2021, is slightly less than our combined expected federal and applicable state corporate income tax rates due to federal and state research credits. The effective tax rate for the three and six months ended December 31, 2020, is significantly less than our combined expected federal and applicable state corporate income tax rates due to significant unrealized gains on our marketable equity investments, federal and state research credits, as well as a tax benefit recognized as a result of common stock awarded to employees under previously granted performance awards in the first quarter of fiscal 2021 as described more fully in Note 7 to the condensed consolidated financial statements contained elsewhere in this report. 24 Liquidity and Capital Resources Cash and cash equivalents at December 31, 2021, increased $1.5 million to $5.2 million as compared to $3.7 million at June 30, 2021. The following table includes a summary of our condensed statements of cash flows contained elsewhere in this report. As of and For the Six Months Ended December 31, 2021 2020 (in thousands) Cash provided by (used in): Operating activities $ 4,219 $ 1,085 Investing activities $ (1,430 ) $ (6,703 ) Financing activities $ (1,258 ) $ 4,720 Cash and Working Capital: Cash and cash equivalents $ 5,252 $ 5,523 Working Capital $ 20,117 $ 17,776 Operating Activities Net cash provided by operating activities was $4.2 million for the six months ended December 31, 2021, primarily due to net income of $2.0 million and non-cash stock-based compensation and depreciation and amortization of $575,000 and $366,000, respectively. Although we experienced an influx of cash in the amount of $2.1 million in collections from receivables during the six months ended December 31, 2021, our inventory increased by $848,000. Net cash provided by operating activities was $1.1 million for the six months ended December 31, 2020, primarily due to net income of $2.9 million and non-cash depreciation and amortization of $320,000 offset by unrealized gains on marketable securities in the amount of $1.3 million and an increase in inventory of $913,000, reflecting purchases for existing demand as well as long-lead time parts for products in development. Investing Activities Net cash used in investing activities for the six months ended December 31, 2021, was $1.4 million and related to an investment in marketable securities of $334,000 and equipment and improvements primarily for the Franklin Property of $1.1 million. During the second quarter ended December 31, 2020, we closed on our acquisition of the Franklin Property. We substantially completed the build-out of the property in the first quarter of this fiscal year. Currently, we are actively engaged in various verification and validation activities so that we can move certain employees and operations into the new building. We expect that we will begin certain operations in the new facility this fiscal year. In addition to our acquisition of the Franklin Property, we also invested $316,000 in machinery and equipment during the six months ended December 31, 2020. Financing Activities Net cash used in financing activities for the six months ended December 31, 2021, totaled $1.3 million and related primarily to the $672,000 repurchase of 27,952 shares of our common stock pursuant to our share repurchase program as well as $616,000 of principal payments on our loans from MBT. Net cash provided by financing activities for the six months ended December 31, 2020, included proceeds of $5.2 million from a Property Loan with MBT, offset by $261,000 of principal payments on our term loan with MBT more fully described in Note 10 to the condensed consolidated financial statements contained elsewhere in this report, 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. 25 Financing Facilities & Liquidity Requirements for the Next Twelve Months As of December 31, 2021, our working capital was $20.1 million. We currently believe that our existing cash and cash equivalent balances together with our accounts receivable balances will provide us sufficient funds to satisfy our cash requirements as our business is currently conducted for at least the next 12 months. In addition to our cash and cash equivalent balances, we expect to derive a portion of our liquidity from our cash flows from operations. We may also borrow against our $2.0 million Revolving Loan with MBT (See Note 10 to condensed consolidated financial statements contained elsewhere in this report). 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 on 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 to raise additional capital to fund our operations we can do so by selling additional shares of our common stock under the ATM Agreement. (See Note 11 to condensed consolidated financial statements contained elsewhere in this report). Investment Strategy We invest surplus cash from time to time through our Investment Committee, which is comprised of one management director, Richard Van Kirk, and two non-management directors, Raymond Cabillot and Nicholas 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. The Investment Committee approved each of the investments comprising the $3.2 million of marketable public equity securities that we held at December 31, 2021. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer) have concluded based on their evaluation as of December 31, 2021 that 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. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer and principal accounting officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. 26 Changes in Internal Control over Financial Reporting During the three months ended December 31, 2021, other than the continued leave of absence of our human resources director described in the first quarter, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. Inherent Limitations on the Effectiveness of Controls In designing and evaluating our disclosure controls and procedures, our management recognized that any system of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. 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. 27 PART II — OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS See Note 13 of Notes to condensed financial statements contained elsewhere in this report. ITEM 1A. RISK FACTORS Our business, future financial condition and results of operations are subject to a number of factors, risks and uncertainties, which are disclosed in Item 1A , entitled “Risk Factors” in Part I of our Annual Report on Form 10-K for our fiscal year ended June 30, 2021, as well as any amendments thereto or additions and changes thereto contained in this quarterly report on Form 10-Q for the quarter ended December 31, 2021. Additional information regarding some of those risks and uncertainties is contained in the notes to the condensed financial statements included elsewhere in this report and in Part I, Item 2, of this report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The risks and uncertainties disclosed in our Form 10-K , our quarterly reports on Form 10-Q and other reports filed with the SEC are not necessarily all of the risks and uncertainties that may affect our business, financial condition and results of operations in the future. There have been no material changes to the risk factors as disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021, except as provided in any amendments thereto and those set forth below. During calendar 2021 and continuing into calendar 2022 we began seeing challenges in our supply chain in the form of delayed shipments, longer lead times and surcharges, much of which our suppliers indicate have been caused by the COVID-19 pandemic. If these conditions persist they could have a material adverse effect on our business. While the COVID-19 pandemic has yet to have an adverse impact on our business or results of operations and we have successfully managed to maintain safety stock of our long-lead inventory items, we are starting to see instances where supply disruptions may start impacting our ability to ship products to our customers timely. We are also continuing to see surcharges and price escalations that we may or may not be able to pass on to our customers, many of whom have price protections in place under long-term contracts. If we are unable to deliver customer orders timely, or are unable to increase selling prices, our future results of operations could be negatively impacted. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Repurchases by the Company of its common stock during the quarter ended December 31, 2021, were as follows: Period 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 October 1, 2021 to October 31, 2021 6,317 $25.28 6,317 780,670 November 1, 2021 to November 30, 2021 – – – 780,670 December 1, 2021 to December 31, 2021 18,019 $23.15 18,019 762,651 All repurchases were made pursuant to the Company’s previously announced repurchase program. For information concerning the Company’s repurchase program, please see the discussion under the caption “Share Repurchase Program” in Note 11 to the condensed consolidated financial statements included elsewhere in this report. 28 ITEM 6. EXHIBITS Exhibit Description 10.1 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) 10.2 Amended and Restated Revolving Credit Note dated November 5, 2021 made by Pro-Dex 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) 31.1 Certification of Principal Executive Officer Pursuant to 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 Certification of Principal Financial Officer Pursuant to 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 Certifications of Principal Executive Officer and Principal 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 Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) 29 SIGNATURES Pursuant to the requirements 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. PRO-DEX, INC. Date: February 3, 2022 By: /s/ Richard L. Van Kirk Richard L. Van Kirk Chief Executive Officer (principal executive officer) Date: February 3, 2022 By: /s/ Alisha K. Charlton Alisha K. Charlton Chief Financial Officer (principal financial officer and principal accounting officer) 30 EXHIBIT INDEX Exhibit Description 10.1 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) 10.2 Amended and Restated Revolving Credit Note dated November 5, 2021 made by Pro-Dex 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) 31.1 Certification of Principal Executive Officer Pursuant to 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 Certification of Principal Financial Officer Pursuant to 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 Certifications of Principal Executive Officer and Principal 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 Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)