The following discussion and analysis should be read in conjunction with our
unaudited interim condensed 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 nine-month periods ended March 31, 2022
and 2021. This discussion should be read in conjunction with the condensed
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, discussionsof our product
development plans, business strategies, strategic opportunities and market
factors influencing our results, including uncertainties related to the COVID-19
pandemic, are forward-lookingstatements 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 characterizedby 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.govand company specific information at
www.sec.gov/edgar/searchedgar/companysearch.html.



17





Basis of Presentation



The condensed 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 nine
months ended March 31, 2022 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 and we moved certain employees
into the new building during the third quarter of 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.



18





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

· Company-wide COVID-19 testing on a periodic basis.


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
any 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 has been caused by the COVID-19
pandemic. As previously disclosed, during early calendar 2022, we saw these
conditions persist and worsen such that we expected them to negatively impact
our financial performance in the third quarter and possibly the fourth quarter
of fiscal 2022, reflected as a reduction in net sales. While we did see a
decline in our third quarter sales compared to sales during our fiscal first and
second quarter, we were able to largely mitigate our biggest concerns by
sourcing replacement chips through alternative suppliers, albeit at much higher
prices, for many of our printed circuit board assemblies. 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                                               Nine Months Ended
                                      March 31,                                                       March 31,
                        2022                            2021                            2022                            2021
                           % of Revenue                    % of Revenue                    % of Revenue                    % of Revenue
Net Sales:
Medical
device
products     $   6,527                70 %   $  10,645                91 %   $  23,199                79 %   $  23,757                83 %
Industrial
and
scientific         321                 4 %         208                 2 %         775                 3 %         593                 2 %
Dental and
component          203                 2 %          24                 -           348                 1 %          98                 1 %
NRE &
Proto-type         549                 6 %          55                 -           859                 3 %         185                 -
Repairs
and other        1,665                18 %         807                 7 %       4,245                14 %       3,961                14 %
             $   9,265               100 %   $  11,739               100 %   $  29,426               100 %   $  28,594               100 %




19





Certain of our medical device products utilize proprietary designs developed by
us under exclusive development and 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                                             Nine Months Ended
                                     March 31,                                                     March 31,
                        2022                           2021                           2022                           2021
                            % of Total                     % of Total                     % of Total                     % of Total
Medical
device
sales:
Orthopedic   $   3,233               50 %   $   4,534               43 %   $  14,270               62 %   $  12,664               53 %
CMF              2,093               32 %       2,066               19 %       7,084               30 %       4,661               20 %
Thoracic         1,201               18 %       4,045               38 %       1,845                8 %       6,432               27 %
Total        $   6,527              100 %   $  10,645              100 %   $  23,199              100 %   $  23,757              100 %




Sales of our medical device products decreased $4.1 million, or 39%, and
$558,000, or 2%, respectively, for the three and nine months ended March 31,
2022, respectively, compared to the corresponding periods of the prior fiscal
year. Our medical device revenue to our largest customer, included in orthopedic
sales above, decreased $1.5 million and increased $1.2 million, respectively,
for the three and nine months ended March 31, 2022 compared to the corresponding
periods of the prior fiscal year. In the third quarter of this fiscal year there
was a delay in shipping due to the release of our largest customer's next
generation device, which disruption we do not expect to recur. Additionally,
recurring revenue from distributors of CMF drivers increased $27,000 and $2.4
million, respectively, for the three and nine months ended March 31, 2022,
compared to the corresponding periods 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. Our thoracic sales revenue decreased $2.8
million and $4.6 million, respectively, for the three and nine months ended
March 31, 2022, respectively, compared to the corresponding periods 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 $113,000, or 54%, and $182,000, or 31%, respectively, for
the three and nine months ended March 31, 2022, 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.



Sales of our dental products and components increased $179,000, or 746%, and
$250,000, or 255%, respectively, for the three and nine months ended March 31,
2022, compared to the corresponding periods of the prior fiscal year. The
increase was primarily related to sales to our largest customer of component
inventory used in their legacy design which we do not expect to recur. We expect
future declines in this area as we are no longer manufacturing dental products,
but rather are simply selling remaining component inventory. As previously
discussed, in January 2018, we sent notification to our dental product customers
that we were discontinuing the manufacture of these products. The cessation of
our dental line of products did not have a material impact on our financial
position or results of operations and reflected a conscious decision to increase
capacity for our medical device products.



Repair revenue increased $858,000, or 106%, and $284,000, or 7%, for the three
and nine months ended March 31, 2022, respectively, compared to the
corresponding periods of the prior fiscal year due to increased repairs of the
orthopedic handpiece we sell to our largest customer.



At March 31, 2022, we had a backlog of approximately $21.2 million, of which
$7.9 million is scheduled to be delivered in the fourth quarter 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. However, we do not typically
experience seasonal fluctuations in our shipments and revenues.



20







Cost of Sales and Gross Margin
(in thousands except percentages)



                                           Three Months Ended                                           Nine Months Ended
                                                March 31,                                                   March 31,
                                   2022                          2021                          2022                          2021
                                       % of Total                    % of Total                    % of Total                    % of Total
Cost of sales:
Product cost             $  5,465               85 %   $  7,000               95 %   $ 18,436               94 %   $ 17,120               94 %
Under(over)-absorption
of manufacturing costs        528                8 %        118                2 %        631                3 %        470                3 %
Inventory and warranty
charges                       414                7 %        236                3 %        670                3 %        548                3 %
Total cost of sales      $  6,407              100 %   $  7,354              100 %   $ 19,737              100 %   $ 18,138              100 %




                  Three Months Ended           Nine Months Ended           Year over Year
                      March 31,                    March 31,                 ppt Change
                                                                         Three         Nine
                 2022             2021        2022            2021      Months        Months

Gross margin          31 %           37 %          33 %          37 %        (6 )          (4 )




Cost of sales for the three months ended March 31, 2022, decreased $947,000, or
13%, compared to the corresponding period of the prior fiscal year. The decrease
in total costs of sales was caused by the 21% decrease in revenue for the same
period. Under-absorption of manufacturing costs increased by $410,000 for the
three months ended March 31, 2022, compared to the corresponding period of the
prior fiscal year due in part to our inability absorb our fixed costs, which
were not reduced in the third quarter, in anticipation of future revenue growth.
Costs relating to inventory and warranty charges increased $178,000 for the
third quarter ended March 31, 2022 compared to the third quarter of the prior
fiscal year, largely due to sourcing components for our printed circuit board
assemblies at prices higher than usual. As previously disclosed, our supply
chain has incurred many disruptions that suppliers indicate have been caused by
the COVID-19 pandemic.



Gross profit decreased by approximately $1.5 million, or 35%, for the three
months ended March 31, 2022, compared to the corresponding period of the prior
fiscal year, consistent with the overall decrease in revenue. Gross margin as a
percentage of sales decreased by approximately 6 percentage points compared to
the corresponding period of the prior fiscal year due primarily to reduced
sales, increased under-absorption of manufacturing costs as a result of
decreased sales and the increases in inventory and warranty charges, which
relates mostly to component inventory write-downs to net realizable value as
many of these component price increases cannot be passed on to our
customers,many of whom have price protections in place under long-term
contracts.



Cost of sales for the nine months ended March 31, 2022 increased by $1.6
million, or 9%, compared to the corresponding period of the prior fiscal year,
consistent with the increased revenue of 3% for the same period, the reasons for
which are discussed above. Additionally, total cost of sales reflects a $161,000
increase in under-absorbed manufacturing costs due to actual production hours
being less than planned. Inventory and warranty charges increased by
approximately $122,000, or 22%, for the nine months ended March 31, 2022,
compared to the corresponding period of the prior fiscal year, due to component
inventory write-downs to net realizable value.



Gross profit decreased by $767,000, or 7%, for the nine months ended March 31,
2022, compared to the corresponding period of the prior fiscal year, primarily
as a result of the increase in cost of sales described above. Gross margin for
the nine months ended March 31, 2022, decreased by 4 percentage points compared
to the corresponding period of the prior fiscal year.





21





Operating Expenses



Operating Costs and Expenses
(in thousands except % change)



                                        Three Months Ended                                                     Nine Months Ended
                                             March 31,                                                             March 31,                                         Year over Year % Change
                              2022                               2021                               2022                               2021                   Three Months             Nine Months
                                % of Net Sales                     % of Net Sales                     % of Net Sales                     % of Net Sales
Operating
expenses:
Selling
expenses         $      20                    -     $     136                    1 %   $      79                    -     $     415                    2 %              (85 %)                   (81 %)
General and
administrative
expenses             1,145                   12 %       1,280                   11 %       3,402                   12 %       2,922                   10 %              (11 %)                    16 %
Research and
development
costs                  658                    7 %       1,104                   10 %       2,254                    8 %       3,184                   11 %              (40 %)                   (29 %)
                 $   1,823                   20 %   $   2,520                   22 %   $   5,735                   20 %   $   6,521                   23 %              (28 %)                   (12 %)




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 nine months ended
March 31, 2022, decreased $116,000, or 85%, and $336,000, or 81%, respectively,
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") consist 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 decreased $135,000 and increased $480,000,
respectively, during the three and nine months ended March 31, 2022, when
compared to the corresponding periods of the prior fiscal year. The decrease in
general and administrative expenses for the three months ended March 31, 2022,
compared to the corresponding period of fiscal 2021 relates primarily to reduced
non-cash compensation expense because 62,000 stock options granted in February
2021 vested in June 2021 and therefore compensation expense for those awards
ceased in fiscal 2021. The increase in general and administrative expenses for
the nine months ended March 31, 2022, compared to the corresponding period of
fiscal 2021 relate primarily to higher non-cash stock-based compensation expense
related to the remaining awards granted in the prior and current 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 nine months ended
March 31, 2022, decreased $446,000 and $930,000, 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.





22





Although the majority of our research and development costs relate to sustaining
activities related to products we currently manufacture and sell, we have
created a product roadmap to develop future products. Many of our product
development efforts are undertaken only upon completion of an analysis of the
size of the market, our ability to differentiate our product from our
competitors', as well as an analysis of our specific sales prospects with new
and/or existing customers. The research and development costs represent between
36% and 49% of total operating expenses for all periods presented and are
expected to increase in the future as we continue to invest in the business. The
amount spent on projects under development is summarized below (in thousands):



                      Three and Nine Months Ended           Three and Nine Months Ended            Market         Est Annual
                            March 31, 2022                         March 31, 2021                Launch (1)       Revenue (2)
Total Research &
Development
costs:               $        658         $      2,254      $      1,104       $      3,184

Products in
development:
ENT Shaver                     15                  278               192                450          Q4 2022     $       1,000
Vital Ventilator                7                  115                26                 91          Q1 2023     $       1,500
CMF Driver                      -                    -               263                731               (3 )   $       1,000
Sustaining &
Other                         636                1,861               623              1,912
Total                $        658         $      2,254      $      1,104       $      3,184

(1) Represents the calendar quarter of expected market launch.

(2) The products in development include risks that they could be abandoned in the

future prior to completion, they could fail to become commercialized, or the

actual annual revenue realized may be less than the amount estimated.

(3) The CMF Driver was completed in the third quarter of fiscal 2021 and began

shipping to our existing largest customer under a distribution agreement we


     executed in the first quarter of fiscal 2021.




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 nine months ended March 31, 2022 and 2021,
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 11 to the condensed consolidated financial
statements contained elsewhere in this report.



Unrealized gain (loss) on marketable equity investments

The unrealized gain (loss) on marketable equity investments relates to our investment portfolio more fully described in Note 5 to the condensed consolidated financial statements contained elsewhere in this report.





23





Gain on Sale of Investments



During the quarter ended March 31, 2021, we sold several of the stocks in our
portfolio of equity investments receiving proceeds of $2.9 million and recording
a gain on the sale in the amount of $783,000. 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 nine months ended March 31, 2022, 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 nine months ended March 31, 2021, is less than our
combined expected federal and applicable state corporate income tax rates due to
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 9 to
the condensed consolidated financial statements contained elsewhere in this
report, as well as unrealized gains on our marketable equity investments.



Liquidity and Capital Resources





Cash and cash equivalents at March 31, 2022, increased $1.0 million to
$4.8 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 Nine Months Ended March 31,
                                      2022                          2021
                                                (in thousands)
Cash provided by (used in):
Operating activities          $               4,432         $              (2,803 )
Investing activities          $              (1,636 )       $              (4,375 )
Financing activities          $              (1,756 )       $               4,631

Cash and Working Capital:
Cash and cash equivalents     $               4,761         $               3,874
Working capital               $              20,376         $              20,091




Operating Activities



Net cash provided by operating activities was $4.4 million for the nine months
ended March 31, 2022, primarily due to net income of $2.4 million and non-cash
depreciation and amortization of $546,000, share-based compensation of $932,000
and unrealized losses on marketable securities in the amount of $427,000 as well
as an increase in accounts payable and accrued expenses of $673,000, deferred
revenue of $746,000 and a decrease in accounts receivable in the amount of $2.3
million. Offsetting these sources of cash, our inventory increased by $3.4
million primarily due to replenishment of sub-assemblies and long-lead time
parts.



Net cash used in operating activities was $2.8 million for the nine months ended
March 31, 2021, primarily due to net income of $5.0 million and non-cash
depreciation and amortization of $502,000 and share-based compensation of
$508,000 offset by an unrealized gain on marketable securities in the amount of
$1.4 million and an increase in accounts receivable in the amount of $6.8
million due to our largest customer changing their payment terms from net 30 to
net 90 in conjunction with a contract extension. Additionally, our net income
included $795,000 of realized gains from the sales of stock in our marketable
securities portfolio.



24





Investing Activities



Net cash used in investing activities for the nine months ended March 31, 2022,
was $1.6 million and related to purchases of equipment and improvements
primarily for the Franklin Property in the amount of $1.3 million and
investments in marketable equity securities of publicly traded companies in

the
amount of $334,000.



Net cash used in investing activities for the nine months ended March 31, 2021,
was $4.4 million and related primarily to the purchase of the Franklin Property
acquired during the second quarter of fiscal 2021 for a purchase price of $6.5
million as well as expenditures related to machinery and equipment totaling
$872,000. Offsetting these uses of cash, we sold some of our marketable
securities during the nine months ended March 31, 2021 for $3.0 million.



Financing Activities



Net cash used in financing activities for the nine months ended March 31, 2022,
totaled $1.8 million and related primarily to the $1.3 million repurchase of
52,718 shares of our common stock pursuant to our share repurchase program as
well as $561,000 of principal payments on our term loan from Minnesota Bank and
Trust ("MBT") more fully described in Note 11 to the condensed consolidated
financial statements contained elsewhere in this report.



Net cash provided by financing activities for the nine months ended March 31,
2021, totaled $4.6 million and included $9.1 million in various loans from MBT
more fully described in Note 11 to the condensed consolidated financial
statements contained elsewhere in this report, offset by $4.0 million related to
the repurchase of 161,291 shares of our common stock pursuant to our share
repurchase program, $307,000 of principal payments on our loans with MBT, as
well as payment of $259,000 of employee payroll taxes related to the award of
40,000 shares of common stock to employees under previously granted performance
awards.


Financing Facilities & Liquidity Requirements for the next twelve months





As of March 31, 2022, our working capital was $20.4 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 liquidate some or all of our investment portfolio or borrow against our
$2.0 million Revolving Loan with MBT (see Note 11 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.



Investment Strategy



We invest surplus cash from time to time through our Investment Committee, which
is comprised of one management director, Mr. Van Kirk, and two non-management
directors, Mr. Cabillot and Mr. Swenson, who chairs the committee. Both Mr.
Cabillot and Mr. Swenson are active investors with extensive portfolio
management expertise. We leverage the experience of these committee members to
make investment decisions for the investment of our surplus operating capital or
borrowed funds. Additionally, many of our securities holdings include stocks of
public companies that either Messrs. Swenson or Cabillot or both may own from
time to time either individually or through the investment funds that they
manage, or other companies whose boards they sit on. The Investment Committee
approved each of the investments comprising the $2.9 million of marketable
public equity securities held at March 31, 2022.





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