PRECISION OPTICS CORPORATION, INC. 10-Q

Item 1. Financial Statements. PRECISION OPTICS CORPORATION, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) March 31, June 30, 2023 2022 ASSETS Current Assets: Cash and cash equivalents $ 612,095 $ 605,749 Accounts receivable, net of allowance for doubtful accounts of $ 74,593 at March 31, 2023 and $ 44,135 at June 30, 2022 4,389,907 2,663,872 Inventories 2,959,732 3,079,938 Prepaid expenses 307,663 213,448 Total current assets 8,269,397 6,563,007 Fixed Assets: Machinery and equipment 3,225,483 3,215,412 Leasehold improvements 794,894 786,112 Furniture and fixtures 233,547 219,999 Total fixed assets 4,253,924 4,221,523 Less—Accumulated depreciation and amortization 3,809,303 3,651,843 Net fixed assets 444,621 569,680 Operating lease right-to-use asset 399,007 517,725 Patents, net 249,408 229,398 Goodwill 8,824,210 8,824,210 TOTAL ASSETS $ 18,186,643 $ 16,704,020 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Current portion of financing lease obligation $ 42,397 $ 40,705 Current maturities of long-term debt 371,429 367,714 Current portion of acquisition earn out liabilities 571,838 166,667 Accounts payable 2,649,248 2,239,175 Contract liabilities 1,387,806 905,113 Accrued compensation and other 1,305,678 716,702 Operating lease liability 166,316 150,565 Total current liabilities 6,494,712 4,586,641 Financing lease obligation, net of current portion 79,701 111,691 Long-term debt, net of current maturities and debt issuance costs 1,681,642 1,961,141 Acquisition earn out liability, net of current portion – 705,892 Operating lease liability, net of current portion 232,691 367,160 Stockholders’ Equity: Common stock, $ 0.01 par value: 50,000,000 shares authorized; issued and outstanding – 5,640,995 shares at March 31, 2023 and 5,638,302 June 30, 2022 56,410 56,383 Additional paid-in capital 57,784,369 57,009,506 Accumulated deficit ( 48,142,882 ) ( 48,094,394 ) Total stockholders’ equity 9,697,897 8,971,495 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 18,186,643 $ 16,704,020 The accompanying notes are an integral part of these consolidated interim financial statements. 3 PRECISION OPTICS CORPORATION, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2023 AND 2022 (UNAUDITED) Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 Revenues $ 5,048,065 $ 4,651,352 $ 16,020,327 $ 10,884,737 Cost of goods sold 3,311,967 2,923,143 10,045,316 7,397,914 Gross profit 1,736,098 1,728,209 5,975,011 3,486,823 Research and development expenses, net 206,375 214,898 660,518 433,248 Selling, general and administrative expenses 2,022,991 1,574,432 5,338,498 3,974,824 Business acquisition expenses – – – 172,174 Total operating expenses 2,229,366 1,789,330 5,999,016 4,580,246 Operating income (loss) ( 493,268 ) ( 61,121 ) ( 24,005 ) ( 1,093,423 ) Other income (expense) Interest expense ( 48,124 ) ( 52,778 ) ( 167,443 ) ( 104,290 ) Gain on revaluation of contingent earn-out liability 142,960 – 142,960 – Net income (loss) $ ( 398,432 ) $ ( 113,899 ) $ ( 48,488 ) $ ( 1,197,713 ) Income (loss) per share: Basic and fully diluted $ ( 0.07 ) $ ( 0.02 ) $ ( 0.01 ) $ ( 0.23 ) Weighted average common shares outstanding: Basic and fully diluted 5,640,473 5,600,953 5,639,015 5,181,896 The accompanying notes are an integral part of these consolidated interim financial statements. 4 PRECISION OPTICS CORPORATION, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE NINE MONTHS ENDED march 31 , 2023 AND 2022 (UNAUDITED) Nine Month Period Ended March 31, 2023 Number of Shares Common Stock Additional Paid-in Capital Common Stock Subscribed Accumulated Deficit Total Stockholders’ Equity Balance, July 1, 2022 5,638,302 $ 56,383 $ 57,009,506 $ – $ ( 48,094,394 ) $ 8,971,495 Stock-based compensation – – 74,990 – – 74,990 Net loss – – – – ( 158,724 ) ( 158,724 ) Balance, September 30, 2022 5,638,302 56,383 57,084,496 – ( 48,253,118 ) 8,887,761 Stock-based compensation – – 244,786 – – 244,786 Net Income – – – – 508,668 508,668 Balance, December 31, 2022 5,638,302 56,383 57,329,282 – ( 47,744,450 ) 9,641,215 Stock-based compensation – – 450,014 – – 450,014 Proceeds from exercise of stock option 2,000 20 5,080 – – 5,100 Exercise of stock options net of 307 shares withheld 693 7 ( 7 ) – – – Net loss – – – – ( 398,432 ) ( 398,432 ) Balance, March 31, 2023 5,640,995 $ 56,410 $ 57,784,369 $ – $ ( 48,142,882 ) $ 9,697,897 Nine Month Period Ended March 31, 2022 Number of Shares Common Stock Additional Paid-in Capital Common Stock Subscribed Accumulated Deficit Total Stockholders’ Equity Balance, July 1, 2021 4,427,432 $ 44,274 $ 50,552,831 $ – $ ( 47,165,978 ) $ 3,431,127 Stock-based compensation – – 160,071 – – 160,071 Proceeds from private placement of common stock subscribed, net of estimated issuance costs of $ 10,000 – – ( 10,000 ) 1,030,000 – 1,020,000 Net loss – – – – ( 576,801 ) ( 576,801 ) Balance, September 30, 2021 4,427,432 44,274 50,702,902 1,030,000 ( 47,742,779 ) 4,034,397 Stock-based compensation – – 330,451 – – 330,451 Proceeds from private placement of common stock 312,500 3,125 1,496,875 ( 1,030,000 ) – 470,000 Issuance of common stock in business acquisition 833,333 8,333 4,816,667 – – 4,825,000 Proceeds from exercise of stock option 5,000 50 16,600 – – 16,650 Exercise of stock options net of 478 shares withheld 875 9 ( 9 ) – – – Issuance of common stock for employee services 3,031 30 19,970 – – 20,000 Net loss – – – – ( 507,013 ) ( 507,013 ) Balance, December 31, 2021 5,582,171 55,821 57,383,456 – ( 48,249,792 ) 9,189,485 Correction of error in valuation of stock issued in business acquisition – – ( 825,000 ) – – ( 825,000 ) Stock-based compensation – – 231,115 – – 231,115 Proceeds from exercise of stock options 14,400 144 46,496 – – 46,640 Exercise of stock options net of 32,018 shares withheld 32,648 327 ( 327 ) – – – Net loss – – – – ( 113,899 ) ( 113,899 ) Balance, March 31, 2022 5,629,219 $ 56,292 $ 56,835,740 $ – $ ( 48,363,691 ) $ 8,528,341 The accompanying notes are an integral part of these consolidated interim financial statements. 5 PRECISION OPTICS CORPORATION, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED mARCH 31 , 2023 AND 2022 (UNAUDITED) Nine Months Ended March 31, 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $ ( 48,488 ) $ ( 1,197,713 ) Adjustments to Reconcile Net Loss to Net Cash Used In Operating Activities - Gain on revaluation of contingent earn-out liability ( 142,960 ) – Depreciation and amortization 157,460 173,887 Stock-based compensation expense 769,790 741,637 Non-cash interest expense 8,906 – Changes in Operating Assets and Liabilities, net of effects of business acquisition - Accounts receivable, net ( 1,726,035 ) ( 791,959 ) Inventories, net 120,206 ( 623,817 ) Due from related party – 84,210 Prepaid expenses ( 94,215 ) ( 85,791 ) Accounts payable 410,073 1,118,149 Customer advances 482,693 ( 258,487 ) Accrued compensation and other 588,976 ( 40,083 ) Net Cash Provided By (Used In) Operating Activities 526,406 ( 879,967 ) CASH FLOWS FROM INVESTING ACTIVITIES: Additional patent costs ( 20,010 ) ( 23,098 ) Purchases of fixed assets ( 32,401 ) ( 59,562 ) Acquisition of business – ( 421,729 ) Net Cash Used In Investing Activities ( 52,411 ) ( 504,389 ) CASH FLOWS FROM FINANCING ACTIVITIES: Payment of financing lease obligation ( 30,298 ) ( 28,546 ) Payments of long-term debt ( 275,784 ) ( 154,453 ) Payment of debt issuance costs – ( 26,000 ) Payment of acquisition earn-out liability ( 166,667 ) – Gross proceeds from private placement of common stock – 1,500,000 Gross proceeds from exercise of stock options 5,100 63,290 Net Cash (Used In) Provided By Financing Activities ( 467,649 ) 1,354,291 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 6,346 ( 30,065 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 605,749 861,650 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 612,095 $ 831,585 SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: Offering costs included in accrued compensation and other $ – $ 10,000 Issuance of common stock for services $ – $ – Acquisition of business financed with long-term debt $ – $ 2,600,000 The accompanying notes are an integral part of these consolidated interim financial statements. 6 PRECISION OPTICS CORPORATION, INC. NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Operations The accompanying consolidated financial statements include the accounts of Precision Optics Corporation, Inc. and its wholly-owned subsidiaries (the “Company”). All significant intercompany accounts and transactions have been eliminated in consolidation. These consolidated financial statements have been prepared by the Company, without audit, and reflect normal recurring adjustments which, in the opinion of management, are necessary for a fair statement of the results of the third quarter and nine months of the Company’s fiscal year 2023. These consolidated financial statements do not include all disclosures associated with annual consolidated financial statements and, accordingly, should be read in conjunction with footnotes contained in the Company’s consolidated financial statements for the year ended June 30, 2022, together with the Report of Independent Registered Public Accounting Firm filed under cover of the Company’s 2022 Annual Report on Form 10-K, filed with the Securities and Exchange Commission on September 27, 2022. Reclassifications Certain reclassifications have been made to conform the prior period consolidated financial statements to the current period. Reverse Stock Split The Company’s Board of Directors authorized a reverse split of the Company’s outstanding shares of common stock within a stated range of 1:1.5 to 1:3, which was subsequently approved by stockholders holding more than a majority of the outstanding shares of Common Stock at the Company’s Annual Meeting on April 8, 2022. The Company effected the reverse stock split on a one-for-three basis on November 1, 2022 as reported by the Company on Form 8-K filed with the Securities and Exchange Commission on November 2, 2022. As a result of the reverse stock split, every three shares of issued and outstanding common stock were automatically combined into one issued and outstanding share of common stock, without any change in the par value per share or the number of the Company’s authorized shares. The reverse stock split reduced the number of shares of common stock outstanding from 16,915,089 on November 1, 2022 to approximately 5,638,302 shares, after reduction for the elimination of fractional shares. Unless otherwise noted, all prior year share amounts and per share calculations throughout this Form 10-Q have been restated to reflect the impact of this 1:3 reverse stock split and to provide data on a comparable basis. Such restatements include calculations regarding the Company’s weighted-average shares, and earnings per share, as well as disclosures regarding the Company’s stock-based compensation plans. 7 Use of Estimates The preparation of these consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. The Company bases its estimates on historical experience and on 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. Income (Loss) Per Share Basic income (loss) per share is computed by dividing net income or net loss by the weighted average number of shares of common stock outstanding during the period. Diluted income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period, plus the number of potentially dilutive securities outstanding during the period such as stock options. For the three and nine months ended March 31, 2023 and 2022, the effect of such securities was antidilutive and not included in the fully diluted calculation because of the net loss generated during those periods. The following is the calculation of income (loss) per share for the three and nine months ended March 31, 2023 and 2022: Schedule of earnings per share Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 Net Income (Loss) - Basic and Diluted $ ( 398,432 ) $ ( 113,899 ) $ ( 48,488 ) $ ( 1,197,713 ) Weighted Average Shares Outstanding Basic and Fully Diluted 5,640,473 5,600,953 5,639,015 5,181,896 Income (Loss) Per Share Basic and Fully Diluted $ ( 0.07 ) $ ( 0.02 ) $ ( 0.01 ) $ ( 0.23 ) The number of shares issuable upon the exercise of outstanding stock options that were excluded from the computation as their effect was antidilutive was 1,058,630 for the three and nine months ended March 31, 2023, respectively, and 939,166 for the three and nine months ended March 31, 2022. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In assessing the likelihood of utilization of existing deferred tax assets, management has considered historical results of operations and the current operating environment. Based on this evaluation, a full valuation reserve has been provided for the deferred tax assets. 8 Goodwill and Patents Long-lived assets such as goodwill and patents are capitalized when acquired and reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset may not be recoverable. Impairment of the carrying value of long-lived assets such as goodwill and patents would be indicated if the best estimate of future undiscounted cash flows expected to be generated by the asset grouping is less than its carrying value. If an impairment is indicated, any loss is measured as the difference between estimated fair value and carrying value and is recognized in operating income or loss. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. No such impairments of goodwill or patents have been estimated by management as of March 31, 2023. 2. REVISION OF THE FIRST AND SECOND QUARTER FISCAL YEAR 2023 UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS During the third quarter of fiscal year 2023, the Company identified errors in the accrual of certain costs for the fiscal quarters ended September 30, 2022 and December 31, 2022, which resulted in an understatement of accounts payable and costs of goods sold for those two quarters. The corrections of these errors impacted the unaudited condensed consolidated financial statements for the first and second quarters of fiscal year 2023. The Company assessed the applicable guidance issued by the Securities and Exchange Commission (SEC) and the Financial Accounting Standards Board (FASB) and concluded these misstatements were not material, individually or in the aggregate, to its unaudited condensed consolidated financial statements for the aforementioned interim periods. However, because of the significance of these items, and to facilitate comparisons among periods, the Company decided to revise the previously issued first and second quarter unaudited condensed consolidated financial information by increasing accounts payable and cost of goods sold by $85,213 and 125,752 in the quarters ended September 30, 2022 and December 31, 2022, respectively. These quarterly and year to date financial statements will be revised in subsequent filings with the Securities and Exchange Commission that include such statements, including when the first and second quarter Form 10-Q’s are filed for fiscal year 2024. Accumulated deficit at January 1, 2023 in the accompanying statement of stockholders’ equity for the quarter ended March 31, 2023 was made larger by $210,965 due to the effects of the increased expense accruals for the first and second quarters of fiscal year 2023. The following are selected line items from the financial statements illustrating the effect of the error corrections for the quarters ended September 30, 2022 and December 31, 2022: Schedule of error corrections Quarter Ended September 30, 2022 As Previously Reported Adjustment(1) As Revised Revenues $ 5,085,301 $ – $ 5,085,301 Cost of goods sold 3,360,647 85,213 3,445,860 Gross Profit 1,724,654 ( 85,213 ) 1,639,441 Operating loss ( 16,589 ) ( 85,213 ) ( 101,802 ) Net loss ( 73,511 ) ( 85,213 ) ( 158,724 ) Net loss per share, basic and fully diluted ( 0.01 ) ( 0.02 ) ( 0.03 ) 9 Quarter Ended December 31, 2022 As Previously Reported Adjustment(1) As Revised Revenues $ 5,886,961 $ – $ 5,886,961 Cost of goods sold 3,161,737 125,752 3,287,489 Gross Profit 2,725,224 ( 125,752 ) 2,599,472 Operating income 696,817 ( 125,752 ) 571,065 Net income 634,420 ( 125,752 ) 508,668 Net income per share, basic 0.11 ( 0.02 ) 0.09 Net income per share, fully diluted 0.11 ( 0.02 ) 0.09 (1) The errors in each of the two fiscal quarters resulted from the omission of invoices from a small identifiable group of outside contractors used for certain services relating to research and development activities. In addition to the above adjustments, trade accounts payable will be increased in future filings by $85,213 and $210,965 as of September 30, 2022 and December 31, 2022, respectively. 3. BUSINESS ACQUISITION On October 4, 2021, the Company acquired substantially all of the assets of Lighthouse Imaging, LLC, of Windham, Maine, a medical optics and digital imaging business operating as a designer and manufacturer of advanced optical imaging systems and accessories with a strong expertise in electrical engineering and development of end-to-end medical visualization devices. The actual results of operations of the Lighthouse division are included in the accompanying consolidated financial statements as of, and for the three and nine months ended, March 31, 2023, and for the six months ended March 31, 2022. The purchase price for Lighthouse Imaging included $ 1,500,000 as potential earn-out consideration over the subsequent two year period, contingent on the Lighthouse division meeting specified annual gross profit targets. The Lighthouse division did not meet the target for the first $ 750,000 portion of the earn-out, and the contingent liability associated with that portion was reversed and recognized as other income in the fiscal quarter ended June 30, 2022. The second $ 750,000 portion of the earn-out contingent liability was renegotiated in March 2023 and adjusted to $ 600,000 in return for modifications to the target level of gross profit for the second earnout period. The $ 150,000 reduction in the contingent earn-out liability was recognized as other income in the fiscal quarter ended March 31, 2023. The second portion of the contingent earn-out liability of $ 600,000 will be paid if the adjusted target level of gross profit is earned by the Lighthouse division for the period from October 1, 2022 through September 30, 2023. Consolidated unaudited actual and pro forma results of operations for the Company are presented below assuming that the acquisition of the Lighthouse division had occurred on July 1, 2021. Pro forma operating results include net adjustments resulting from the acquisition transaction during the three months ended September 30, 2021. Schedule of consolidated pro forma results Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 (Actual) (Actual) (Actual) (Pro Forma) Revenues $ 5,048,065 $ 4,651,352 $ 16,020,327 $ 12,329,074 Net loss ( 398,432 ) ( 113,899 ) ( 48,488 ) ( 1,140,418 ) Net loss per share: Basic and fully diluted $ ( 0.07 ) $ ( 0.02 ) $ ( 0.01 ) $ ( 0.20 ) Pro forma financial information is not necessarily indicative of the Company’s actual results of operations if the acquisition had been completed at the date indicated, nor is it necessarily an indication of future operating results. Amounts do not include any operating efficiencies or cost saving that the Company believes may be achievable. 10 4. INVENTORIES Inventories are stated at the lower of cost (first-in, first-out) or market and consisted of the following: Schedule of inventory March 31, 2023 June 30, 2022 Raw Materials $ 1,402,292 $ 1,414,996 Work-In-Progress 393,078 518,251 Finished Goods 1,164,362 1,146,691 Total Inventories $ 2,959,732 $ 3,079,938 5. BANK FINANCING ACTIVITIES Bank Line of Credit On October 4, 2021, the Company entered into a Loan Agreement with Main Street Bank of Marlborough, Massachusetts, which provided for a $ 2,600,000 Term Loan and a $ 250,000 Revolving Line of Credit Loan Facility, which was increased to $500,000 effective May 17, 2022. The $ 500,000 line of credit is due on demand and had no borrowings outstanding at March 31, 2023. Borrowings under the line of credit bear interest payable monthly at the prime lending rate plus 1.5% per annum, or 9.50 % as of March 31, 2023, and shall not be less than 4.75% per annum. Borrowings under the line of credit are limited to the borrowing base comprised of a percentage of eligible accounts receivable and inventory and are secured by all the assets of the Company. Long-Term Debt Long-term debt consists of the following at March 31, 2023: Schedule of long-term debt Amount Term Loan Note payable to Main Street Bank with monthly principal payments of $ 30,952 plus interest at the rate of 7.00 % as of March 31, 2023 is secured by all assets of the Company, and subject to certain periodic reporting to the bank, an annual minimum EBITDA plus stock based compensation to debt service coverage ratio of 1.20:1 commencing with the fiscal year ending June 30, 2023, and other conditions. The Term Loan Note matures on October 15, 2028 . $ 2,073,808 Less current maturities ( 371,429 ) Less debt issuance costs, net of accumulated amortization of $ 2,789 ( 20,737 ) Long-term debt, net of current portion of debt issuance costs $ 1,681,642 At March 31, 2023 principal payments due on the Term Loan Note payable are as follows: Schedule of principal payments due term loan note payable Fiscal Year Ending June 30: 2023 $ 92,856 2024 371,429 2025 371,429 2026 371,429 2027 371,429 Thereafter 495,236 Total long term debt $ 2,073,808 11 6. LEASE OBLIGATIONS In March 2021 the Company entered into a five-year financing lease in the amount of $ 161,977 for manufacturing equipment. In January 2020, the Company entered into a five-year financing lease for $ 47,750 for manufacturing equipment. The net book value of fixed assets under financing lease obligations as of March 31, 2023 is $ 114,695 . On July 1, 2019 the Company entered into a three-year operating lease for its facility in El Paso, Texas, and in February 2022 the Company entered into an extension of the lease for an additional three years through June 2025. Remaining minimum lease payments at March 31, 2023 total $ 101,928 . Total rent expense including base rent and common area expenses was $ 15,973 and $ 15,705 during the three months ended March 31, 2023 and 2022, respectively. On October 4, 2021 the Company assumed the remaining term of the Windham, Maine lease as part of the Lighthouse acquisition. The lease expires on July 31, 2025. Remaining minimum lease payments at March 31, 2023 total $ 321,365 . Total rent expense including base rent and common area expenses was $ 36,495 during the three months ended March 31, 2023. Included in the accompanying balance sheet at March 31, 2023 is a right-of-use asset of $ 399,007 and current and long-term right-of-use operating lease liabilities of $ 166,316 and $ 232,691 , respectively. At March 31, 2023 future minimum lease payments under the financing lease and operating lease obligations are as follows: Future minimum lease payments Fiscal Year Ending June 30: Financing Leases Operating Lease 2023 $ 12,155 $ 45,389 2024 48,619 182,652 2025 43,917 183,775 2026 28,028 11,477 Total Minimum Payments 132,719 $ 423,293 Less: amount representing interest 10,621 Present value of minimum lease payments 122,098 Less: current portion 42,397 $ 79,701 The Company’s operating leases for its Gardner, Massachusetts office, production and storage spaces plus an equipment lease have expired and are continuing on a month-to-month tenant at will basis. Rent expense on these operating leases was $ 150,862 and $ 152,078 for the nine months ended March 31, 2023 and 2022, respectively. 12 7. STOCK-BASED COMPENSATION Stock Options The following table summarizes stock-based compensation expense for the three and nine months ended March 31, 2023 and 2022: Schedule of stock-based compensation expense Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 Cost of Goods Sold $ 9,556 $ 34,712 $ 25,410 $ 91,542 Research and Development 41,140 70,237 122,198 164,036 Selling, General and Administrative 399,318 126,166 622,182 466,059 Stock Based Compensation Expense $ 450,014 $ 231,115 $ 769,790 $ 721,637 No compensation has been capitalized because such amounts would have been immaterial. The following tables summarize stock option activity for the nine months ended March 31, 2023: Schedule of stock option activity Options Outstanding Number of Shares Weighted Average Exercise Price Weighted Average Contractual Life Outstanding at June 30, 2022 904,626 $ 4.00 7.08 years Exercised ( 3,000 ) 2.55 – Granted 179,003 6.03 – Cancelled ( 21,999 ) 5.84 – Outstanding at March 31, 2023 1,058,630 $ 4.31 6.79 years 13 Information related to the stock options outstanding as of March 31, 2023 is as follows: Schedule of stock options outstanding by exercise price range Range of Exercise Prices Number of Shares Weighted- Average Remaining Contractual Life (years) Weighted- Average Exercise Price Exercisable Number of Shares Exercisable Weighted- Average Exercise Price $ 1.44 20,000 3.00 $ 1.44 20,000 $ 1.44 $ 1.50 26,666 3.22 $ 1.50 26,666 $ 1.50 $ 1.65 5,000 5.01 $ 1.65 5,000 $ 1.65 $ 2.10 33,333 5.35 $ 2.10 33,333 $ 2.10 $ 2.19 208,996 3.92 $ 2.19 208,996 $ 2.19 $ 2.70 12,000 1.19 $ 2.70 12,000 $ 2.70 $ 3.75 15,000 6.97 $ 3.75 15,000 $ 3.75 $ 3.90 146,325 6.20 $ 3.90 146,325 $ 3.90 $ 4.20 23,332 7.64 $ 4.20 23,332 $ 4.20 $ 4.26 33,333 6.45 $ 4.26 33,333 $ 4.26 $ 4.35 1,666 7.94 $ 4.35 1,666 $ 4.35 $ 4.50 23,332 6.69 $ 4.50 23,332 $ 4.50 $ 5.04 179,997 8.18 $ 5.04 179,997 $ 5.04 $ 5.43 10,000 8.51 $ 5.43 10,000 $ 5.43 $ 5.61 10,000 9.12 $ 5.61 – $ – $ 5.85 58,336 8.76 $ 5.85 2,780 $ 5.85 $ 5.93 4,000 9.78 $ 5.93 4,000 $ 5.93 $ 6.00 29,997 7.97 $ 6.00 10,000 $ 6.00 $ 6.26 90,000 9.75 $ 6.26 90,000 $ 6.26 $ 6.27 80,653 8.86 $ 6.27 26,884 $ 6.27 $ 6.78 46,664 8.64 $ 6.78 35,554 $ 6.78 1.44 – 6.78 1,058,630 6.79 $ 4.31 908,198 $ 4.02 The aggregate intrinsic value of the Company’s in-the-money outstanding and exercisable options as of March 31, 2023 was $ 2,623,768 and $ 2,515,877 , respectively. 8. REVENUE RECOGNITION Revenues are recognized as the performance obligations to deliver products or services are satisfied and are recorded based on the amount of consideration the Company expects to receive in exchange for satisfying the performance obligations. Most of the Company’s products and services are marketed to medical device companies with over 93% of all revenues to customers in the United States. Products and services are primarily transferred to customers at a point in time based upon when services are performed or product is shipped. Other selling costs to obtain and fulfill contracts are expensed as incurred due to the short-term nature of a majority of its contracts. The Company extends terms of payment to its customers based on commercially reasonable terms for the markets of its customers, while also considering their credit quality. Shipping and handling costs charged to customers are included in revenue. 14 The Company disaggregates revenues by product and service types as it believes it best depicts how the nature, amount, timing and uncertainty of revenues and cash flows are affected by economic factors. Technology rights revenue represents amounts paid by customers for rights to use the Company’s intellectual property including product designs, patents, and know-how to manufacture and commercialize their products under specified contractual conditions. Revenues are comprised of the following for the three and nine months ended March 31, 2023 and 2022: Schedule of disaggregation of revenues Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 Engineering Design Services $ 1,400,780 $ 1,532,414 $ 4,745,358 $ 3,659,667 Optical Components 2,609,983 1,927,963 7,842,804 4,873,294 Medical Device Products and Assemblies 1,037,302 1,190,975 2,832,165 2,351,776 Technology Rights – – 600,000 – Total Revenues $ 5,048,065 $ 4,651,352 $ 16,020,327 $ 10,884,737 Contract Assets and Liabilities The nature of the Company’s products and services does not generally give rise to contract assets as it typically does not incur costs to fulfill a contract before a product or service is provided to a customer. The Company’s costs to obtain contracts are typically in the form of sales commissions paid to employees. The Company has elected to expense sales commissions associated with obtaining a contract as incurred as the amortization period is generally less than one year. These costs have been recorded in selling, general and administrative expenses. As of March 31, 2023, there were no contract assets recorded in the Company’s Consolidated Balance Sheets. The Company’s contract liabilities arise from unearned revenue received from customers at inception of contracts or where the timing of billing for services precedes satisfaction of our performance obligations. The Company generally satisfies performance obligations within one year from the contract inception date. Contract liabilities, which were recorded as customer advances in the Company’s Consolidated Balance Sheets, and unearned revenue are comprised of the following: Schedule of contract liabilities Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 Contract Liabilities, Beginning of Period $ 794,981 $ 1,137,470 $ 905,113 $ 450,084 Assumed in Business Acquisition – – – 826,679 Unearned Revenue Received from Customers 1,020,669 774,316 1,917,775 1,388,700 Revenue Recognized ( 427,844 ) ( 893,511 ) ( 1,435,082 ) ( 1,647,188 ) Contract Liabilities, End of Period $ 1,387,806 $ 1,018,275 $ 1,387,806 $ 1,018,275 9. COVID-19 PANDEMIC The COVID-19 world-wide pandemic that began during the quarter ended March 31, 2020 and the domestic and international impact of policy decisions being made in major countries around the world has had, and could continue to have, an adverse impact on the Company’s sources of supply, current and future orders from its customers, collection of amounts owed to the Company from its customers, its internal operating procedures, and the Company’s overall financial condition. 15