Attached files
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| EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - PRECISION OPTICS CORPORATION, INC. | precision_ex2301.htm |
As filed with the Securities and Exchange Commission on August 14, 2020
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PRECISION OPTICS CORPORATION, INC.
(Exact name of registrant as specified in its charter)
| Massachusetts | 3845 | 04-2795294 |
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
| Dr. Joseph N. Forkey | ||
| Precision Optics Corporation, Inc. | Precision Optics Corporation, Inc. | |
| 22 East Broadway | 22 East Broadway | |
| Gardner, MA 01440 | Gardner, MA 01440 | |
| (978) 630-1800 | (978) 630-1800 | |
| (Address and telephone number of registrant’s principal executive offices) | (Name, address, and telephone of agent for service) |
Copies of communications to:
Amy M. Trombly, Esq.
1314 Main Street, Suite 102
Louisville, CO 80027
Phone (617) 243-0060
Fax (617) 243-0066
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
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 x | Smaller reporting company x |
| 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. ☐
CALCULATION OF REGISTRATION FEE
|
Title of Each Class of Securities to be Registered |
Amount to be Registered (1) |
Proposed Maximum Offering Price Per Share (2) |
Proposed Maximum Aggregate Offering Price (2) |
Amount of Registration Fee |
| Common Stock, par value $0.01, to be sold by existing stockholders (3) | 200,000 | $1.20 | $240,000 | $31.15 |
| Total | 200,000 | $240,000 | $31.15 |
| (1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this registration statement shall be deemed to cover additional securities that may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
| (2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457 of the Securities Act. The price per share and aggregate offering prices for the shares registered hereby are calculated on the basis of $1.20, which is the average of the high and low prices of the registrant’s common stock as reported on the OTCQB on August 12, 2020. |
| (3) | Shares being registered for the April 2020 private placement. |
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
| The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. |
SUBJECT TO COMPLETION, THE DATE OF THIS PROSPECTUS IS AUGUST 14, 2020.
PROSPECTUS
PRECISION OPTICS CORPORATION, INC.
OFFERING UP TO 200,000 SHARES OF COMMON STOCK
This prospectus relates to the sale or other disposition of up to 200,000 shares of our common stock by selling stockholders. We are not selling any securities in this offering and therefore, we will not receive any proceeds from this offering or the sale or other disposition of common stock by the selling stockholders. All costs associated with this registration will be borne by us. Our common stock is quoted on the OTCQB under the symbol “PEYE.” On August 12, 2020, the last reported sale price of our common stock on the OTCQB was $1.20 per share.
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE
SECURITIES ONLY IF YOU CAN AFFORD A COMPLETE LOSS.
SEE “RISK FACTORS” BEGINNING ON PAGE 4.
You should rely only on the information provided in this prospectus or any supplement to this prospectus and information incorporated by reference. We have not authorized anyone else to provide you with different information. Neither the delivery of this prospectus nor any distribution of the shares of common stock pursuant to this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Subject to completion, the date of this prospectus is August 14, 2020.
PRECISION OPTICS CORPORATION, INC.
The following information is a summary of the prospectus and it does not contain all of the information you should consider before making an investment decision. You should read the entire prospectus carefully, including the financial statements and the notes relating to the financial statements.
ABOUT US
We incorporated in Massachusetts in December 1982 and have been publicly-owned since November 1990. References to our Company contained herein include our two wholly-owned subsidiaries, Precise Medical, Inc. and Wood’s Precision Optics Corporation, Limited, except where the context otherwise requires. Effective June 1, 2019 we acquired the operating assets of Ross Optical Industries, Inc. of El Paso, Texas, which we began operating as a division of our Company beginning on that date. The accompanying financial statements include the results of operations of the Ross division for June 2019 and its assets and liabilities as of June 30, 2019. Our websites are www.poci.com and www.rossoptical.com. Information contained on our websites does not constitute part of this prospectus.
We have been developing and manufacturing advanced optical instruments since 1982. Today, the majority of our business is the design and manufacture of high-quality medical devices. Approximately 12% of our revenue in the nine months ended March 31, 2020 is from the design, manufacture and resale of optical products for military and defense and 31% is from other industrial, non-medical products. Approximately 8% of our revenue in fiscal year 2019 is from the design, manufacture and resale of optical products for military and defense and 13% for other industrial, non-medical products. Our medical instrumentation line includes traditional endoscopes and endocouplers as well as other custom imaging and illumination products for use in minimally invasive surgical procedures. Much of our recent development efforts have been targeted at the development of next generation endoscopes. Over the last ten years, we have funded internal research and development programs to develop next generation capabilities for designing and manufacturing 3D endoscopes and very small Microprecision™ lenses, anticipating future requirements as the surgical community continues to demand smaller and more enhanced imaging systems for minimally invasive surgery. Our unique proprietary technology in these areas, combined with recent developments in the areas of 3D displays and millimeter sized CMOS image sensors, has allowed us to begin commercialization of these technologies. Thus, approximately 30-40% of our revenues in each of the fiscal years 2017, 2018 and 2019 were derived from engineering and design services we performed for our customers to incorporate our technologies and capabilities into their medical device products. We believe that new products based on these technologies provide enhanced imaging for existing surgical procedures which help to enable development of many new medical device products and related medical procedures. Approximately 50-70% of our total revenues in fiscal years 2017, 2018 and 2019 were derived from the assembly and manufacture of endoscopic medical devises, sub-assemblies and optical components ordered by our customers and usually developed from the engineering and design services we perform for them. We expect sales revenue increases to come from the orders from our customers to manufacture the products we help them engineer and design.
Effective June 1, 2019 we acquired the operating assets of Ross Optical Industries, Inc. of El Paso, Texas, which we began operating as a division of our Company beginning on that date. The accompanying financial statements include the results of operations of the Ross Optical division for June 2019 and the assets and liabilities of the division as of June 30, 2019. The acquisition of the assets of Ross Optical Industries effective June 1, 2019 expands our optics components and assemblies’ business. All products supplied by Ross Optical include a custom or catalog optic, which is sourced through Ross Optical’s extensive domestic and worldwide network of optical fabrication companies. Most systems make use of optical lenses, prisms, mirrors and windows and range from individual optical components to complex mechano-optical assemblies. Products often include thin film optical coatings that are applied using the in-house coating department. Approximately 80% or more of Ross Optical revenues are to customers in the United States with the balance principally to Canada and Western Europe. Ross Optical’s sales are mostly resale of specialized optical components with the remainder being assemblies. Ross Optical does not perform revenue generating engineering services or internal research and development.
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The Ross Optical division sales are primarily optical components and assemblies for industrial applications in addition to medical and military uses. By combining the unique capabilities of our company with the Ross Optical division we believe there are opportunities for expanded sales of each division products and services throughout the combined customer base. Additionally, we believe Ross’ expanded worldwide vendor relationships will benefit our traditional efforts to source materials at competitive prices for our development projects and manufacturing activities.
SUMMARY FINANCIAL DATA
Because this is only a summary of our financial information, it does not contain all of the financial information that may be important to you. Therefore, you should carefully read all of the information in this prospectus and any prospectus supplement, including the financial statements and their explanatory notes and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before making a decision to invest in our common stock. The information contained in the following summary is derived from our unaudited consolidated financial statements for the fiscal years ended June 30, 2019 and 2018 and the nine months ended March 31, 2020 and 2019, respectively.
| Fiscal Year ended June 30 | Nine Months ended March 31, | |||||||||||||||
| 2019 | 2018 | 2020 | 2019 | |||||||||||||
| (audited) | (unaudited) | |||||||||||||||
| Revenues | $ | 6,804,169 | $ | 4,038,048 | $ | 7,686,330 | $ | 4,423,763 | ||||||||
| Cost of goods sold | 4,681,691 | 2,556,130 | 4,977,255 | 3,149,598 | ||||||||||||
| Gross profit | 2,122,478 | 1,481,918 | 2,709,075 | 1,274,165 | ||||||||||||
| Research and development expenses, net | 505,300 | 456,377 | 700,605 | 347,851 | ||||||||||||
| Selling, general and administrative expenses | 2,101,610 | 1,374,160 | 3,111,397 | 1,420,880 | ||||||||||||
| Business acquisition expenses | 128,111 | – | – | – | ||||||||||||
| Total operating expenses | 2,735,021 | 1,830,537 | 3,812,002 | 1,778,731 | ||||||||||||
| Interest expense | (1,416 | ) | (1,859 | ) | (138 | ) | (1,150 | ) | ||||||||
| Provision for income taxes | 912 | 912 | – | – | ||||||||||||
| Net loss | $ | (614,871 | $ | (351,390 | ) | $ | (1,103,065 | ) | $ | (505,716 | ) | |||||
| Loss per share: | ||||||||||||||||
| Basic and fully diluted | $ | (0.05 | ) | $ | (0.04 | ) | $ | (0.09 | ) | $ | (0.04 | ) | ||||
| Weighted average common shares outstanding: | ||||||||||||||||
| Basic and fully diluted | 11,486,079 | 9,826,151 | 12,898,004 | 11,294,902 | ||||||||||||
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| Common stock outstanding as of August 12, 2020 (1) | 13,191,789 shares | |
| Common stock to be registered | 200,000 | |
| Use of proceeds | We will not receive any proceeds from the sale or other disposition of common stock by the selling stockholders. | |
| Stock symbol | PEYE |
| (1) | This number includes the 200,000 shares of common stock issued in the 2020 private placement described below in the section entitled “The Transactions.” |
Private Placement of Common Stock April 2020
On April 14, 2020, we entered into agreements with accredited investors for the sale and purchase of 200,000 shares of our common stock, $0.01 par value, at a per unit price of $1.25 per share. We received $250,000 in gross proceeds from the offering. The Company intends to use the proceeds from this placement for general working capital purposes.
In conjunction with the placement, we also entered into a registration rights agreement with the investors, whereby we are obligated to file a registration statement with the Securities Exchange Commission on or before 120 calendar days after April 14, 2020 to register the resale by the investors of the 200,000 shares of the common stock purchased in the placement.
The selling stockholders who participated in the April 14, 2020 private placement are as follows:
| Name | Common Shares Purchased in the April 2020 Offering | Aggregate Purchase Price | ||||||
| Brian L. Pessin | 80,000 | $ | 100,000 | |||||
| Saxony 1999 Dynastic Trust | 40,000 | $ | 50,000 | |||||
| Stephen Dreier | 40,000 | $ | 50,000 | |||||
| Hershey Strategic Capital, LP | 20,000 | $ | 25,000 | |||||
| Louis A. Parks & Ann J. Parks | 20,000 | $ | 25,000 | |||||
| TOTAL | 200,000 | $ | 250,000 | |||||
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Risks Related to Our Business
An investment in our common stock involves a high degree of risk. Before making an investment decision, you should give careful consideration to the following risk factors, in addition to the other information included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2019 filed with the Securities and Exchange Commission on September 26, 2019. If any of the following risks actually occur, our business, financial condition or results of operations could be materially and adversely affected and you may lose some or all of your investment.
The COVID-19 world-wide pandemic and the economic effects of governmental entities and commercial business policy decisions relating to it could cause disruptions with our sources of supply and customer orders and their ability to pay amounts owed us.
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 is expected to have, an adverse impact on our sources of supply, current and future orders from our customers, collection of amounts owed to us from our customers, our internal operating procedures, and our overall financial condition. While we and many of our medical device and defense contracting customers continue to operate as essential businesses, we have taken various actions to augment our operating and human resource policies and procedures to guard against the potential health hazards of COVID-19. These augmented procedures can have a negative impact on our operational efficiencies. We source various components from overseas suppliers throughout Asia, including China. We have experienced supply disruptions and customer delays, which we believe was the result of the COVID-19 pandemic and related economic slow-down. Given the uncertainty surrounding the continuation of economic slow-downs domestically and abroad, we cannot predict with certainty at this time what the future impact of COVID-19 and resulting business and economic policies in the US and abroad will be on our upcoming quarterly fiscal operating results.
We have a history of losses, we may continue to incur losses and not achieve profitability in the near term; and we may need to raise additional funds.
During the years ended June 30, 2019 and 2018, we incurred net losses of $614,871 and $351,390, respectively. During the nine months ended March 31, 2020 and 2019, we incurred net losses of $1,103,065and $505,716, respectively. Our accumulated deficit at March 31, 2020 amounted to $45,636,993. We had working capital of $2,757,161 and $481,876 as of June 30, 2019 and 2018, respectively. As a result of our acquisition of the Ross Optical division, our revenue, gross margin and components of our working capital have increased. At March 31, 2020 cash was $632,131, accounts receivables were $1,479,077 and current liabilities were $2,454,280, including $310,525 of customer advances received for future order deliveries. During the year ended June 30, 2019, net cash used in operating activities amounted to $1,031,693. We may continue incurring losses for the foreseeable future and not achieve sustained profitability in the near term. We must generate sufficient cash flow or raise additional capital to pursue our product development initiatives, and penetrate markets for the sale of our products. If required we believe that we have access to capital resources through possible public or private equity offerings, debt financings, corporate collaborations, strategic alliances, or other means. However, if we are unable to secure adequate additional capital when needed, we may be required to curtail our research and development initiatives and take additional measures to reduce costs in order to conserve our cash in amounts sufficient to sustain operations and meet our obligations.
We may not realize the opportunities from the Ross Optical acquisition.
On July 1, 2019, we closed on an asset purchase agreement with Ross Optical Industries, Inc. and its shareholders to acquire substantially all of the assets of Ross Optical. The Ross Optical division sales are primarily optical components and assemblies for industrial applications in addition to medical and military uses. By combining the unique capabilities of our company with the Ross Optical division we believe there are opportunities for expanded sales of each division products and services throughout the combined customer base. Additionally, we believe Ross’ expanded worldwide vendor relationships will benefit our traditional efforts to source materials at competitive prices for our development projects and manufacturing activities. The success of the Ross Optical acquisition will continue to depend, in part, on our ability to realize the anticipated growth opportunities from integrating the acquired business with our business, including integrating its lines of products into our offering of products and services. Our success also depends on the successful integration of our and the acquired business’s operations and information and financial systems. We cannot assure you that we will be able to realize such opportunities or that our management will not be distracted by the integration of the acquired business.
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We rely on a small number of customers who may not consistently purchase our products in the future and if we lose any one of these customers, our revenues may decline.
For the nine months ended March 31, 2020, approximately 23% of our sales were made to our three largest customers representing 10%, 7% and 7% of our total sales, respectively. No other customer accounted for more than 4% our total sales during the nine months ended March 31, 2020. Our three largest customers during the quarter ended March 31, 2020 are all in the medical device industry. In the fiscal year ended June 30, 2019, our three largest customers represented approximately 18%, 13% and 11%, respectively, of our total revenues. In the fiscal year ended June 30, 2018, our two largest customers represented approximately 16% and 14%, respectively, of our total revenues. No other customer accounted for more than 10% of our revenues during those periods. At June 30, 2019, our largest customer account receivable balance was 12% of total accounts receivable. At June 30, 2018, our four largest account receivable balances were 22%, 16%, 13%, and 13%, respectively, of the total accounts receivable.
In the future, a small number of customers may continue to represent a significant portion of our total revenues in any given period. These customers may not consistently purchase our products at a particular rate over any subsequent period. A loss of any of these customers could adversely affect our revenues.
We could suffer unrecoverable losses on our customers’ accounts receivable, which would adversely affect our financial results.
At June 30, 2019, our largest customer account receivable balance was 12% of total accounts receivable. While we believe we have a varied customer base and have experienced strong collections in the past, we may experience changes in our customer base, including reductions in purchasing commitments, which could also have a material adverse effect on our revenues and liquidity. Additionally, our customers could become unable or unwilling to pay amounts owed to us. During fiscal 2018, we recorded a $227,500 reserve against accounts receivable amounts owed to us by one customer that has not been able to pay us for design services we provided. We have not purchased insurance on our accounts receivable balances. Large uncollectible accounts receivable balances could have a material adverse effect on our financial condition.
We rely heavily upon the talents of our Chief Executive Officer and our President of the Ross Optical Division, the loss of whom could damage our business.
Our performance depends, to a large extent, on a small number of key scientific, technical, managerial and manufacturing personnel. In particular, we believe our success is highly dependent upon the services and reputation of our Chief Executive Officer, Dr. Joseph N. Forkey and our President of the Ross Optical division, Mr. Divaker Mangadu. The loss of Dr. Forkey’s services could damage our business. Dr. Forkey provides highly valuable contributions to our capabilities in optical instrument development, in management of new technology and in potentially significant longer-term Company initiatives. The loss of Mr. Mangadu could damage the operations of the Ross Optical division as Mr. Mangadu provides highly valuable contributions to the effective operation of Ross including its sales, customer and vendor relationships, production activities and overall administration. We do not carry key-man life insurance on Dr. Forkey or Mr. Mangadu.
We must continue to be able to attract employees with the scientific and technical skills that our business requires and if we are unable to attract and retain such individuals, our business could be severely damaged.
Our ability to attract employees with a high degree of scientific and technical talent is crucial to the success of our business. There is intense competition for the services of such persons and we cannot guarantee that we will be able to attract and retain individuals possessing the necessary qualifications. If we cannot attract such individuals, we may not be able to perform the necessary design services for our customers or produce our products causing damage to our business or an inability to meet customer demand or increase revenues.
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We are subject to a high degree of regulatory oversight and, if we do not continue to receive the necessary regulatory approvals, our revenues may decline.
The FDA has granted us clearance to manufacture and market the medical products we currently sell in the United States. However, prior FDA approval may be required before we can market additional medical products that we may develop in the future. We may also seek to sell current or future medical products in a manner that requires us to obtain FDA permission to market such products. We may also require the regulatory approval or license of other federal, state or local agencies or comparable agencies in other countries.
We may lose the FDA’s permission to manufacture and market our current products or may not obtain the necessary regulatory permission, approvals or licenses for the manufacturing or marketing of any of our future products. Also, we cannot predict the impact on our business of FDA regulations or determinations arising from future legislation or administrative action. If we lose the FDA’s permission to manufacture and market our current products or we do not obtain regulatory permission to manufacture and market our future products, our revenues may decline and our business may be harmed.
We face risks inherent in product development and production under fixed-price purchase orders and these purchase orders may not be profitable over time.
A portion of our business has been devoted to research, development and production under fixed-price purchase orders. For our purposes, a fixed-price purchase order is any purchase order under which we will provide products or services for a fixed-price over an extended period of time, usually six months or longer. Fixed-price purchase orders represented approximately 25% to 50% of our total revenues during the last several years. We expect that revenues from fixed-price purchase orders will continue to represent a significant portion of our total revenues in future fiscal years.
Because they involve performance over time, we cannot predict with certainty the expenses involved in meeting our obligations under fixed-price purchase orders. Therefore, we can never be sure at the time we enter into any single fixed-price purchase order that such purchase order will continue to be profitable for us throughout the fixed-price period.
We primarily perform engineering and manufacturing services for our customers who could decide to use another vendor for these services in the future.
A significant portion of our revenues are derived from engineering and manufacturing services that we perform to design and fabricate medical device products or sub-assemblies of medical device products for our customers who in turn sell the products to the end users. Our customers typically own the proprietary rights to and control commercial distribution of the final products. Therefore, in many of these cases we do not own the proprietary rights to the medical device products that we manufacture or that our sub-assemblies are made a part of. Our customers could decide to use other suppliers for these services based on cost, quality, delivery time, production capacities, competitive and regulatory considerations or other factors. Thus, revenues from our customers and the products and services we provide them are subject to significant fluctuation on a product to product basis from period to period.
We resell products we purchase from third parties and our customers could decide to use another vendor for to acquire those products.
Our new division Ross Optical which we acquired effective June 1, 2019 primarily acquires specialized optical components and assemblies from third parties pursuant to specifications provided from its customers, inspects and sometimes further processes those products before reselling them to its customers. Because Ross Optical does not manufacture the optical components and assemblies or owns the intellectual property rights to the products its customers could choose to obtain those products and services from other sources or could apply pressure to Ross Optical to lower its prices resulting in reduced future gross margins and operating results.
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Third parties may infringe on our intellectual property and, as a result, we could incur significant expense in protecting our patents or not have sufficient resources to protect them.
We utilize a number of licensed patents that are important to our business. In July 2011, we entered into an asset purchase agreement with Intuitive Surgical Operations, Inc., in which we received $2.5 million in connection with the sale of certain intellectual property. Pursuant to the agreement, we agreed to assign to Intuitive Surgical all of the issued and non-expired patents and pending patent applications we held at the time of the agreement and, in return, Intuitive Surgical agreed to grant to us a royalty-free, worldwide license to these patents in fields outside of medical robotics.
Although we are not currently aware of any past or present infringements of our patents, we plan, jointly with Intuitive Surgical, to protect these patents from infringement and obtain additional patents whenever feasible. To this end, we have obtained confidentiality agreements from our employees and consultants and others who have access to the design of our products and other proprietary information. Protecting and obtaining patents, however, is both time consuming and expensive. We therefore may not have the resources necessary to assert all potential patent infringement claims or pursue all patents that might be available to us. If our competitors or other third parties infringe on our patents, our business may be harmed.
Third parties may claim that we have infringed on their patents and, as a result, we could be prohibited from using all or part of any technology used in our products.
Should third parties claim a proprietary right to all or part of any technology that we use in our products, such a claim, regardless of its merit, could involve us in costly litigation. If successful, such a claim could also result in us being unable to freely use the technology that was the subject of the claim, or sell products embodying such technology. If we engage in litigation, our expenses may increase and our business may be harmed. If we are prohibited from using a particular technology in our products, our revenues may decline and our business may be harmed.
We depend on the availability of certain key supplies and services that are available from only a few sources and if we experience difficulty with a supplier, we may have difficulty finding alternative sources of these supplies or services.
We require certain key supplies to develop and manufacture our products, particularly our precision grade optical glass, which is available from only a few sources, each of which is located outside of the United States. Additionally, we rely on outside vendors to grind and polish certain of our lenses and other optical components, such as prisms and windows. We also rely on a limited number of suppliers for specialized CMOS sensors and the electronic wiring of those sensors. Based upon our ordering experience to date, we believe the materials and services required for the production of our products are currently available in sufficient quantities to meet our needs. Our requirements are small relative to the total supply, and we are not currently encountering problems with availability. However, this does not mean that we will continue to have timely access to adequate supplies of essential materials and services in the future or that supplies of these materials and services will be available on satisfactory terms when the need arises. Our business could be severely damaged if we become unable to procure these essential materials and services in adequate quantities and at acceptable prices.
From time to time, subcontractors may produce some of our products for us, and our business is subject to the risk that these subcontractors fail to make timely delivery. Our products and services are also used as components of the products and services of other manufacturers. We are therefore subject to the risk that manufacturers who integrate our products or services into their own products or services are unable to acquire essential supplies and services from third parties in a timely fashion. If this occurs, we may not be able to deliver our products on a timely basis and our revenues may decline.
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Our customers may claim that the products we sold them were defective and if our insurance is not sufficient to cover such a claim, we would be liable for the excess.
Like any manufacturer, we are and always have been exposed to liability claims resulting from the use of products we assist in developing, manufacture and supply to our customers. Additionally, the products we supply could be used in conjunction with other products in medical device applications, such as certain endoscope products claimed to be associated with surgical suite contamination resulting from their intended re-use and re-sterilization. We maintain product liability insurance to cover us in the event of liability claims, and as of March 31, 2020, no such claims have been asserted or threatened against us. However, our insurance may not be sufficient to cover all possible future product claims, costs and any resulting liabilities.
We would be liable if our business operations harmed the environment and a failure to maintain compliance with environmental laws could severely damage our business.
Our operations are subject to a variety of federal, state and local laws and regulations relating to the protection of the environment. From time to time, we use hazardous materials in our operations. Although we believe that we are in compliance with all applicable environmental laws and regulations, our business could be severely damaged by any failure to maintain such compliance.
Our quarterly financial results vary quarter to quarter and depend on many factors. As a result, we cannot predict with a high degree of certainty our operating results in any particular fiscal quarter.
Our quarterly operating results may vary significantly depending upon factors such as:
| — | the timing of completion of significant customer orders; |
| — | the timing and amount of our research and development expenditures; |
| — | the costs of initial product production in connection with new products; |
| — | the timing of new product introductions—both by us and by our competitors; |
| — | the timing and level of market acceptance of new products or enhanced versions of our existing products; |
| — | our ability to retain existing customers and customers’ continued demand for our products and services; |
| — | our customers’ inventory levels, and levels of demand for our customers’ products and services; and |
| — | competitive pricing pressures. |
We may not be able to grow or sustain revenues or achieve or maintain profitability on a quarterly or annual basis and levels of revenue and/or profitability may vary from one such period to another.
Some of our competitors are large, well-financed companies who have research and marketing capabilities that are superior to ours.
The industries in which we operate are highly competitive. Many of our existing and potential competitors have greater financial resources and manufacturing capabilities, more established and larger marketing and sales organizations and larger technical staffs than we have. Other companies, some with greater experience in the optics, semiconductor or medical products industries, are seeking to produce products and services that compete with our products and services.
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Ross Optical is subject to tariffs and regulatory scrutiny, and it faces the risk of changes to this regulatory environment and business in the future.
Ross Optical is ISO and ITAR registered and currently imports, exports, and manufactures optical products for the defense industry, some of which are controlled by regulations promulgated by the U.S. Departments of State and Commerce. If Ross Optical fails to comply with the terms of these regulations and registrations, it may lose its ITAR registration or suffer other consequences, such as the withdrawal or suspension of approvals, suspension of imports, exports or production, or the imposition of fines or other penalties.
There is also the risk that new laws or regulations or changes in enforcement practices applicable to the business of Ross Optical could be imposed, which may adversely affect its ability to compete effectively with other institutions that are not affected in the same way or which may impact its supplier and customers. In addition, regulation imposed on market participants generally, such as the proposed China tariff increases announced by President Trump could negatively affect the overall profitability of Ross Optical’s international business.
These developments could impact Ross Optical’s profitability, or even make it uneconomical for Ross Optical to continue to conduct all or certain of its business, or could cause Ross Optical to incur significant costs associated with adjusting its business to these changes.
RISKS RELATED TO OUR STOCK
Trading in our common stock is limited and the price of our common stock may be subject to substantial volatility.
Our common stock is quoted on OTCQB, the OTC market tier for companies that report to the SEC, under the symbol PEYE. We expect our common stock to continue to be quoted on the OTCQB for the foreseeable future. Broker-dealers may decline to trade in OTCQB stocks given the market for such securities is often limited, the stocks are more volatile and the risk to investors is greater. These factors may reduce the potential market for our common stock by reducing the number of potential investors. This may make it more difficult for investors in our common stock to sell shares to third parties or to otherwise dispose of their shares. This could cause our stock price to decline.
Additionally, the price of our common stock may be volatile as a result of a number of factors, including, but not limited to, the following:
| — | our ability to successfully conceive and to develop new products and services to enhance the performance characteristics and methods of manufacture of existing products; |
| — | our ability to retain existing customers and customers’ continued demand for our products and services; |
| — | the timing of our research and development expenditures and of new product introductions; |
| — | the timing and level of acceptance of new products or enhanced versions of our existing products; and |
| — | price and volume fluctuations in the stock market at large which do not relate to our operating performance. |
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“Penny stock” rules may make buying or selling our securities difficult which may make our stock less liquid and make it harder for investors to buy and sell our securities.
Trading in our securities is subject to the SEC’s “penny stock” rule and we anticipate that trading in our securities will continue to be subject to the penny stock rules for the foreseeable future. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer who recommends our securities to persons other than prior customers and accredited investors must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by these requirements may discourage broker-dealers from recommending transactions in our securities, which could severely limit the liquidity of our securities and consequently adversely affect the market price for our securities.
We are contractually obligated to issue shares in the future, diluting your interest in us.
As of March 31, 2020, there were 2,072,800 shares of our common stock issuable upon exercise of stock options outstanding, at a weighted average exercise price of $0.95 per share and a weighted average contractual life of 6.82 years. As of June 30, 2019, a total of 655,898 shares of our common stock are reserved for issuance under our 2011 Equity Incentive Plan. We expect to issue additional shares and options to purchase shares of our common stock to compensate employees, consultants and directors, and we may issue additional shares to raise capital. Any such issuances will have the effect of further diluting the interest of the holders of our securities.
RISKS RELATED TO THE OFFERING
The market price of our common stock may be volatile, and the value of stockholders’ investment could decline significantly.
The trading price for our common stock has been, and we expect it to continue to be, volatile. The price at which our common stock trades depends upon a number of factors, including our historical and anticipated operating results, our financial situation, announcements of new products by us or our competitors, our ability or inability to raise the additional capital we may need and the terms on which we raise it, and general market and economic conditions. Some of these factors are beyond our control. Broad market fluctuations may lower the market price of our common stock and affect the volume of trading in our stock, regardless of our financial condition, results of operations, business or prospects. It is impossible to assure you that the market price of our shares of common stock will not fall in the future.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the reasons described in our “Risk Factors” section. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made. We do not intend to update any of the forward-looking statements after the date of this prospectus to conform these statements to actual results or to changes in our expectations, except as required by law.
This prospectus relates to shares of our common stock that may be offered and sold from time to time by certain selling stockholders. We will not receive any proceeds from the sale or other disposition of common stock by the selling stockholders.
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Based upon information available to us as of May 21, 2020 the following table sets forth the names of the selling stockholders, the number of shares owned, the number of shares registered by this registration statement and the number and percent of outstanding shares that the selling stockholders will own, assuming all of the shares are sold. The information provided in the table and discussions below has been obtained from the selling stockholders. The selling stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time or from time to time since the date on which it provided the information regarding the shares beneficially owned, all or a portion of the shares of common stock beneficially owned in transactions exempt from the registration requirements of the Securities Act of 1933. As used in this prospectus, “selling stockholder” includes donees, pledgees, transferees or other successors-in-interest selling shares received from the named selling stockholder as a gift, pledge, distribution or other transfer.
Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the Commission under the Securities Exchange Act of 1934. Unless otherwise noted, each person or entity identified possesses sole voting and investment power with respect to the shares, subject to community property laws where applicable.
| Name of Selling Security Holder | Beneficial Ownership Before Offering (1), (3) | Percentage of Outstanding Shares Owned Prior to Offering (2) | Number of Shares Offered (3) | Number of Shares Beneficially Owned After Offering (3) | Percentage of Shares Owned After Offering (2), (3) | |||||||||||||||
| Brian L. Pessin (4) | 320,000 | 2.4 | % | 80,000 | 240,000 | 1.8 | % | |||||||||||||
| Saxony 1999 Dynastic Trust (5) | 280,000 | 2.1 | % | 40,000 | 240,000 | 1.8 | % | |||||||||||||
| Stephen Dreier (6) | 120,000 | * | 40,000 | 80,000 | * | |||||||||||||||
| Hershey Strategic Capital, LP (7) | 1,006,490 | 7.6 | % | 20,000 | 986,480 | 7.5 | % | |||||||||||||
| Louis A. Parks & Ann J. Parks (8) | 20,000 | * | 20,000 | 0 | * | |||||||||||||||
| TOTAL | 200,000 | |||||||||||||||||||
* Percentage of shares owned does not exceed one percent.
| (1) | The column includes common stock beneficially owned under Rule 13(d)-3 of the Exchange Act, including shares being registered by this prospectus and shares that may be acquired upon exercise of warrants or options. |
| (2) | Based on 13,191,789 shares outstanding as of May 21, 2020. We calculated the percentages based on the actual number of shares outstanding, not including shares issuable upon exercise of warrants or options. |
| (3) | These numbers assume the selling stockholders sell all of their shares being registered by this prospectus, and they do not sell any of the other common stock they own on May 21, 2020 that is not included in this registration statement. |
| (4) | Brian L. Pessin beneficially owns 320,000 shares of common stock, 160,000 of which were acquired in the October 2018 private placement, 80,000 of which were acquired in the July 2019 private placement, and 80,000 of which were acquired in the April 2020 private placement. |
| (5) | Saxony 1999 Dynastic Trust beneficially owns 280,000 shares of common stock, 160,000 of which were acquired in the October 2018 private placement, 80,000 of which were acquired in the July 2019 private placement, and 40,000 of which were acquired in the April 2020 private placement. |
| (6) | Stephen Dreier beneficially owns 120,000 shares of common stock, 80,000 of which were acquired in the July 2019 private placement and 40,000 of which were acquired in the April 2020 private placement. |
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| (7) |
Hershey Strategic Capital, LP beneficially owns 1,006,490 shares of common stock, 20,000 of which were acquired in the April 2020 private placement. We relied, in part, on the Schedule 13D/A jointly filed by Hershey Strategic Capital, LP, Hershey Management I, LLC and Hershey Strategic Capital GP, LLC on October 10, 2017 for this information.
Hershey Management I, LLC, a Delaware limited liability company, is the investment advisor of Hershey Strategic Capital, LP, a Delaware limited partnership. Hershey Strategic Capital GP, LLC, a Delaware limited liability company, is the general partner of Hershey Strategic Capital, LP. Adam Hershey is the sole managing member of both Hershey Management I, LLC and Hershey Strategic Capital GP, LLC. As the investment advisor, Hershey Management I, LLC has the voting and dispositive power with respect to all of the shares of common stock owned by Hershey Strategic Capital, LP. On July 9, 2014, Richard E. Forkey resigned as a director and Hershey Strategic Capital, LP designated Peter H. Woodward and Dr. Kenneth S. Schwartz to our Board of Directors and such designees were so appointed.
Pursuant to the securities purchase agreement among us and several investors dated July 1, 2014, Hershey Strategic Capital, LP is entitled to designate two members of our Board of Directors, one of whom will be Chairman. If either of the directors designated by Hershey Strategic Capital, LP resigns from the Board of Directors before the third anniversary of the closing date of the transaction reflected in the purchase agreement, Hershey Strategic Capital, LP has the right to appoint an additional member of our Board of Directors, provided that funds and accounts managed Hershey Strategic Capital, LP at such time own more than one-half the number of shares purchased by Hershey Strategic Capital, LP in the transaction.
Hershey Strategic Capital, LP is managed by Adam Hershey, and in such capacity, Mr. Hershey holds the power to vote and direct the disposition of all shares of common stock owned by Hershey Strategic Capital, LP. Hershey Management I disclaims beneficial ownership in the shares. |
| (8) | Louis A. Parks & Ann J. Parks beneficially own 20,000 shares of common stock acquired in the April 2020 private placement. |
The selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.
The selling stockholders may use any one or more of the following methods when disposing of shares or interests therein:
| · | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| · | block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction; |
| · | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
| · | an exchange distribution in accordance with the rules of the applicable exchange; |
| · | privately negotiated transactions; |
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| · | short sales effected after the date the registration statement, of which this prospectus is a part, is declared effective by the SEC; |
| · | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
| · | broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; |
| · | a combination of any such methods of sale; and |
| · | any other method permitted by applicable law. |
The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, or the Securities Act, amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
In connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, who may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers who may in turn sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering.
The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, provided that they meet the criteria and conform to the requirements of that rule.
The selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be "underwriters" within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders who are "underwriters" within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.
To the extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.
In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.
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We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, to the extent applicable we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.
We have agreed to indemnify the selling stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus.
We have agreed with the selling stockholders to keep the registration statement, of which this prospectus constitutes a part, effective until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement or (2) the date on which the shares may be sold without restriction pursuant to Rule 144 of the Securities Act.
DESCRIPTION OF SECURITIES TO BE REGISTERED
The following description of our capital stock and provisions of our Articles of Organization, as amended, and Bylaws, each as amended, is only a summary. You should also refer to our Articles of Organization, as amended, a copy of which is incorporated by reference as an exhibit to the registration statement, of which this prospectus is a part, and our Bylaws, a copy of which is incorporated by reference as an exhibit to the registration statement of which this prospectus is a part.
Common Stock
We are authorized to issue up to a total of 50,000,000 shares of common stock, par value $0.01 per share. Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of our stockholders. Holders of our common stock have no rights under our Articles of Organization, as amended, or our Bylaws regarding dividends unless and until dividends are declared by the board of directors, nor do they have any rights under our Articles of Organization, as amended, or our Bylaws regarding preemption rights. Each outstanding share of common stock is, and all shares of common stock to be issued in this offering, when they are paid for will be, fully paid and non-assessable.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the securities being registered was employed for such purpose on a contingency basis, or had, or is to receive, in connection with this offering, a substantial interest, direct or indirect, in us or any of our subsidiaries, nor was any such person connected with us or any of our subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
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Overview
We have been developing and manufacturing advanced optical instruments since 1982. Today, the majority of our business is the design and manufacture of high-quality medical devices. In the nine months ended March 31, 2020 and in the year ended June 30, 2019, approximately 12% and 8%, respectively, of our revenue was from the design, manufacture and resale of optical products for military and defense and 31% and 13%, respectively, is from other industrial, non-medical products. Our medical instrumentation line includes traditional endoscopes and endocouplers as well as other custom imaging and illumination products for use in minimally invasive surgical procedures. Much of our recent development efforts have been targeted at the development of next generation endoscopes. Over the last ten years, we have funded internal research and development programs to develop next generation capabilities for designing and manufacturing 3D endoscopes and very small Microprecision™ lenses, anticipating future requirements as the surgical community continues to demand smaller and more enhanced imaging systems for minimally invasive surgery. Our unique proprietary technology in these areas, combined with recent developments in the areas of 3D displays and millimeter sized CMOS image sensors, has allowed us to begin commercialization of these technologies. Thus, approximately 30-40% of our revenues in each of the fiscal years 2017, 2018 and 2019 were derived from engineering and design services we performed for our customers to incorporate our technologies and capabilities into their medical device products. We believe that new products based on these technologies provide enhanced imaging for existing surgical procedures which help to enable development of many new medical device products and related medical procedures. Approximately 50-70% of our total revenues in fiscal years 2017, 2018 and 2019 were derived from the assembly and manufacture of endoscopic medical devises, sub-assemblies and optical components ordered by our customers and usually developed from the engineering and design services we perform for them. We expect sales revenue increases to come from the orders from our customers to manufacture the products we help them engineer and design.
Effective June 1, 2019 we acquired the operating assets of Ross Optical Industries, Inc. of El Paso, Texas, which we began operating as a division of our Company beginning on that date. The accompanying financial statements include the results of operations of the Ross Optical division for the entire nine and three-month periods ended March 31, 2020 and the assets and liabilities of the division as of June 30, 2019 and March 31, 2020. The accompanying financial statements include the results of operations of the Ross Optical division for June 2019 and the assets and liabilities of the division as of June 30, 2019. The acquisition of the assets of Ross Optical Industries effective June 1, 2019 expands our optics components and assemblies’ business. All products supplied by Ross Optical include a custom or catalog optic, which is sourced through Ross Optical’s extensive domestic and worldwide network of optical fabrication companies. Most systems make use of optical lenses, prisms, mirrors and windows and range from individual optical components to complex mechano-optical assemblies. Products often include thin film optical coatings that are applied using the in-house coating department. Approximately 80% or more of Ross Optical revenues are to customers in the United States with the balance principally to Canada and Western Europe. Ross Optical’s sales are mostly resale of specialized optical components with the remainder being assemblies. Ross Optical does not perform revenue generating engineering services or internal research and development.
The Ross Optical division sales are primarily optical components and assemblies for industrial applications in addition to medical and military uses. By combining the unique capabilities of our company with the Ross Optical division we believe there are opportunities for expanded sales of each division products and services throughout the combined customer base. Additionally, we believe Ross’ expanded worldwide vendor relationships will benefit our traditional efforts to source materials at competitive prices for our development projects and manufacturing activities.
History
We incorporated in Massachusetts in December 1982 and have been publicly-owned since November 1990. References to our Company contained herein include our two wholly-owned subsidiaries, Precise Medical, Inc. and Wood’s Precision Optics Corporation, Limited, except where the context otherwise requires. Effective June 1, 2019 we acquired the operating assets of Ross Optical Industries, Inc. of El Paso, Texas, which we began operating as a division of our Company beginning on that date.
Our websites are www.poci.com and www.rossoptical.com. Information contained on our websites does not constitute part of this report.
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Principal Products and Services
Our Current Core Business: Since 1982, we have manufactured medical products such as endoscopes and endocouplers. We have developed and sold endoscopes incorporating various optical technologies including our proprietary Lenslock™ technology, for use in a variety of minimally invasive surgical and diagnostic procedures. Today, we produce endoscopes for various applications, which are CE marked and therefore certified for sale throughout the European Economic Area. Since 1985, we have developed, manufactured and sold a proprietary product line of endocouplers. We also design and manufacture custom optical medical devices to satisfy our customers’ specific requirements. In addition to medical devices, we also manufacture and sell components and assemblies specially designed for industrial and military use.
The acquisition of the assets of Ross Optical Industries effective June 1, 2019 expands our optics components and assemblies business. All products supplied by Ross Optical include a custom or catalog optic, which is sourced through Ross Optical’s extensive domestic and worldwide network of optical fabrication companies. Most systems make use of optical lenses, prisms, mirrors and windows and range from individual optical components to complex mechano-optical assemblies. Products often include thin film optical coatings that are applied by the company’s in-house coating department.
Microprecision™ Lenses and Micro Medical Cameras: While the size of endoscopes has gradually decreased over time, the widespread use of very small endoscopes, with diameters of one millimeter or smaller, has been limited, in part, we believe, by the inability of traditional lens fabrication methods to support these smaller sizes with good image quality and acceptable manufacturing costs. We believe our Microprecision™ optics technology provides a solution to this problem. Combined with recent advances by other companies in complementary metal-oxide-semiconductor, or CMOS, image sensor fabrication techniques, our Microprecision™ lenses and proprietary manufacturing techniques enable the manufacture of micro medical cameras at low prices and with sizes on the order of one millimeter or less, characteristics that make them well suited to medical applications.
In June 2015, we announced a partnership with OmniVision Technologies, Inc., and Fujikura, Ltd., in which we jointly developed a CMOS based camera module with a diameter of 1.6 mm and 400 x 400 pixel resolution, representing superior image quality for camera modules of its size. In June 2017 OmniVision Technologies, Inc. announced our collaboration with them in the development of an even smaller, high-quality optical solution based on a newly developed OmniVision image sensor integrated with our Microprecsion™ lenses. This solution enables even smaller diameter endoscopes for use in medical procedures.
We are currently engaged in development projects with numerous customers to design and produce even smaller CMOS based camera modules together with customized illumination using various technologies to match the needs of the medical device endoscopes. We are also currently designing disposable versions of our camera modules and assemblies designed for single-use and reduced risk of contamination from repeated use. We believe these on-going improvements are significant to the continued evolution and acceptance of our Microprecision™ technology platform.
We have been engaged by various customers for an increasing amount of development work relating to the design of endoscopes and camera assemblies that utilize our Microprecision™ technology. We previously received two production orders exceeding $1M each from two customers for their custom designed products, and follow-on orders for equal or larger amounts from each of these two customers. We also believe we will receive additional productions orders from other customers currently in our engineering and design pipeline.
3D Endoscopes: Our 3D endoscopes provide next generation optical imaging for minimally invasive surgical procedures that utilize hand-held rigid endoscopes by using the brain’s natural ability to perceive depth, which is the third dimension, by viewing one’s environment through two eyes. Utilizing our proprietary technology to provide independent images to right and left eyes, surgeons can view the operative field with 3D perception.
Competition and Markets
We sell our products in a highly competitive market and we compete for business with both foreign and domestic manufacturers. Many of our current competitors are larger than us and have substantially greater resources than we do. In addition, there is an ongoing risk that other domestic or foreign companies who do not currently service or manufacture products for our target markets, some with greater experience in the optics industry and greater financial resources than we have, may seek to produce products or services that compete directly with ours.
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While our resources are substantially more limited than those of some of our competitors, we believe that we can compete successfully in this market on the basis of product quality, price, delivery and innovation. Our success will depend, in part, on our ability to maintain a technological advantage over our competitors. To this end, we intend to continue to aggressively support and augment our internal engineering, research and development resources and to aggressively pursue patent protection for existing and new technology. We believe that our unique technical capabilities in the areas of Microprecision™ optics, micro medical cameras and illumination, as well as 3D endoscopes currently represent competitive advantages for us in the minimally invasive surgical device market.
The competitive advantage of our Ross Optical division is its ability to provide difficult-to-find optics, and, increasingly, to provide a broader range of services based on its ability to source optics worldwide, but augmented by its ability to provide, thin-film coatings and assembly.
Market Opportunities
Microprecision™ Lenses and Micro Medical Cameras: While other approaches exist for the manufacture of camera lenses, we design custom camera module assemblies with the combined objectives of low cost, small size, range of optical specifications and high image quality desired by our customer’s device specifications. By enabling the production of millimeter sized and smaller cameras with low manufacturing costs, we believe our Microprecision™ technology opens the possibility to replace existing re-sterilizable endoscopes with a single-use alternative. Also, the small size of our Microprecision™ lenses and micro medical cameras combined with our proprietary illumination techniques can provide visualization for existing procedures that are currently performed blind or with sub-optimal imaging, and we believe can facilitate the development of new surgical procedures that are currently impractical without sub-millimeter visualization instrumentation.
3D Endoscopes and Robotic Surgery Systems: 3D endoscopes have been used for many years as part of robotic surgery systems partly because the market price of robotic surgery systems is high enough to support the cost of a high-quality custom 3D display. Competition amongst medical device companies, many of which are our customers for other products, in the area of 3D robotic surgery systems is increasing, and various companies are now pursuing less expensive, procedure specific robotic systems. We believe our experience and expertise in 3D endoscopes for medical applications could be a benefit to various companies in this area that could provide us with new product development and manufacturing opportunities.
Sales and Marketing
We market our engineering design and manufacturing services relating to 3D endoscopes, Microprecision™ optical components and micro medical cameras by leveraging our existing relationships with major medical device companies – many of whom are current customers. We intend to make our existing and future technologies available to our customers for use in their current and newly developed minimally invasive surgical products and to eventually develop and market our own proprietary products, which incorporate these new technologies. In addition to direct sales channels through our existing customer relationships and referrals, we also develop new sales opportunities through our website, email mailings and attendance at market specific tradeshows.
International Business
We have had negligible direct export sales to date. However, our medical products have received the CE mark certification, which permits sales into the European Economic Area and which benefits our customers as they market their products manufactured by us or containing our sub-assemblies into markets outside the United States. In the future, we may establish or use additional production facilities overseas to produce key components for our business, such as lenses. From the 1990s through approximately 2014, we maintained a physical presence in Asia to support business and quality control activities throughout the region as needed. We continue to acquire various optical components from overseas to meet the needs of custom device designs. We believe that the availability of specialized components and cost savings from various overseas production resources is essential to our ability to deliver complex and unique device designs and to compete on a price basis in the medical products area particularly and to our profitability generally.
The addition of Ross Optical adds an expanded network of overseas suppliers of various types and sizes of optical components and assemblies that will enhance our ability to meet the material demands of our customers’ unique optical and medical device designs. In 2018, 17% of Ross Optical’s sales were to customers outside of the United States, with the majority of international sales going to Europe and Canada.
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Research and Development
We believe that our future success depends, to a large degree, on our ability to continue to conceive and develop new optical products and technologies to enhance the performance characteristics and methods of manufacture of existing and new products. Although development work on behalf of customers is almost entirely performed under revenue generating contracts and customer purchase orders, research and development expenses are incurred on our own proprietary products and technology, such as Microprecision™ optics, micro medical cameras and 3D endoscopes. Accordingly, we treat engineering expenses not consumed in customer contracted development and our investment of funds and resources in internal product and intellectual property development as research and development expense in the accompanying statement of operations. Research and development expenses were $319,875 for the quarter ended March 31, 2020, compared to $121,640 for the same period in the prior year. For the years ended June 30, 2019 and 2018, research and development expenses were $505,300 and $456,377, respectively.
Raw Materials and Principal Suppliers
A key raw material component for our products is precision grade optical glass, which we obtain from a few suppliers, principally SCHOTT North America, Inc. and Ohara Corporation.
We obtain CMOS sensors used in our development of endoscope products for our customers from various suppliers such as OmniVision Technologies, Inc. We believe that while the number of sources of supply is limited for the CMOS sensors with the specifications used in medical device endoscopes we develop, the manufacturing capacities of those suppliers is adequate to meet our demand in the next twelve months. Likewise, a limited number of suppliers provide CMOS electronic cabling services for the smallest sensors, such as FujiKura, Ltd. and High Speed Interconnects. However, we believe our demand for these services is relatively small compared to these companies’ and others’ capacities for CMOS sensor electronic cabling services.
Patents and Trademarks
We rely, in part, upon patents, trade secrets and proprietary knowledge as well as personnel policies and employee confidentiality agreements concerning inventions and other creative efforts to develop and maintain our competitive position. We plan to file for patents, copyrights and trademarks in the United States and in other appropriate countries to protect our intellectual property rights to the greatest extent practicable. We currently hold rights to various United States patents, and have patent applications pending, including applications for our new generation of micro medical cameras and 3D endoscopes. Our current patent portfolio includes patents, rights to patents and patent applications that cover various aspects of our technology in the following areas:
| — | Medical devices; | |
| — | 3-D endoscopes; | |
| — | Microprecision™ lenses and micro medical cameras; | |
| — | Military products. |
The patents contained in our current patent portfolio have various expiration dates through May 2036. We are not aware of any infringements of these patents. While we believe that our pending applications relate to patentable devices or concepts, these patents may not ultimately be issued and we may not be able to successfully defend these patents or effectively limit the development of competitive products and services.
In July 2011, we entered into an asset purchase agreement with Intuitive Surgical Operations, Inc., in which we received $2.5 million in connection with the sale of certain intellectual property. Pursuant to the agreement, we agreed to assign to Intuitive Surgical all of the issued and non-expired patents and pending patent applications that we held on the date of the agreement, and in return, Intuitive Surgical agreed to grant to us a royalty-free, worldwide license to these patents in fields outside of medical robotics.
We intend to continue to innovate and extend our technological capabilities in the areas of 3-D endoscopy Microprecision™ optics, micro medical cameras, and related illumination techniques, and to aggressively pursue patent protection for such developments.
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Employees
As of September 30, 2019, we had 64 employees, 61 of which were full-time employees. There were 43 employees in manufacturing, 9 in engineering/research and development, 4 in sales, and 8 in finance and administration. We are not a party to any collective bargaining agreements. We believe our relations with our employees are very good.
Customers
Revenues from our largest customers, as a percentage of total revenues, for fiscal years 2019 and 2018 were as follows:
| 2019 | 2018 | |||||||
| Customer A | 8 | % | 16 | % | ||||
| Customer B | 6 | % | 14 | % | ||||
| Customer C | 18 | % | 8 | % | ||||
| Customer D | 13 | % | 5 | % | ||||
| Customer E | 11 | % | 4 | % | ||||
| All Others | 44 | % | 53 | % | ||||
| 100 | % | 100 | % | |||||
No other customer accounted for more than 10% of our revenues in fiscal years 2019 and 2018. At June 30, 2019, our largest customer account receivable balance was 12% of total accounts receivable. At June 30, 2018, our four largest customer account receivable balances were 22%, 16%, 13%, and 13%, respectively, of total accounts receivable. No other accounts accounted for more than 10% of accounts receivable at June 30, 2019 or 2018.
For the nine months ended March 31, 2020, approximately 23% of our sales were made to our three largest customers representing 10%, 7% and 7% of our total sales, respectively. No other customer accounted for more than 4% our total sales during the nine months ended March 31, 2020. Our three largest customers during the quarter ended March 31, 2020 are all in the medical device industry. One represents engineering service revenue for an early-stage company, and the other two represent production revenue for companies commercializing a cardiovascular endoscope and an ENT scanning device. Each of these three products incorporates our Microprecision™ technologies as enabling design features. In addition to the three largest customers, we made sales to two hundred ninety-three other customers during the nine-month period ended March 31, 2020.
Environmental Matters
Our operations are subject to a variety of federal, state and local laws and regulations relating to the discharge of materials into the environment or otherwise relative to the protection of the environment. From time to time, we use a small amount of hazardous materials in our operations. We believe that we currently comply with all applicable environmental laws and regulations and intend to do our best efforts to remain in compliance.
Government Regulations
Domestic Regulation. We currently develop, manufacture and sell several medical products, the marketing of which is subject to governmental regulation in the United States. Medical devices are regulated in the United States by the Food and Drug Administration, or FDA, and, in some cases, by certain state agencies. The FDA regulates the research, testing, manufacture, safety, effectiveness, labeling, promotion and distribution of medical devices in the United States. Generally, medical devices require clearance or approval prior to commercial distribution. Additionally, certain material changes to, and changes in, intended uses of, medical devices are also subject to FDA review and clearance or approval. Non-compliance with applicable requirements can result in failure of the FDA to grant pre-market clearance or approval, withdrawal or suspension of approval, suspension of production, or the imposition of various other penalties.
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We previously notified the FDA of our intent to market our endoscopes, image couplers, beamsplitters, adapters and video ophthalmoscopes, and the FDA has determined that we may market such devices, subject to the general control provisions of the Food, Drug and Cosmetic Act. We obtained this FDA permission without the need to undergo a lengthy and expensive approval process due to the FDA’s determination that such devices met the regulatory standard of being substantially equivalent to existing FDA-approved devices.
In the future, we plan to market additional medical devices that may require the FDA’s permission to market such products. We may also develop additional products or seek to sell some of our current or future medical products in a manner that requires us to obtain the permission of the FDA to market such products, as well as the regulatory approval or license of other federal, state and local agencies or similar agencies in other countries. The FDA has authority to conduct detailed inspections of manufacturing plants in order to assure that “good manufacturing practices” are being followed in the manufacture of medical devices, to require periodic reporting of product defects to the FDA and to prohibit the sale of devices, which do not comply with law.
Our Ross Optical division currently imports, exports and manufactures optical products for the defense industry, some of which is controlled by U.S. regulations. Generally, these regulations require strict control over technical data in documented form and as embodied in products, both within Ross Optical and as part of exported shipments. In particular, Ross Optical maintains a technology control plan, is ISO certified and ITAR (International traffic in Arms Regulations) registered with the U.S. State Department and maintains a number of technology assistance agreements with overseas suppliers, that have been approved by the U.S. State Department. Non-compliance with applicable requirements can result in U.S. actions that may result in withdrawal or suspension of approvals, suspension of company imports, exports or production, or the imposition of fines or various other penalties.
Foreign Requirements. Sales of medical device products outside the United States are subject to foreign regulatory requirements that may vary from country to country. Our failure to comply with foreign regulatory requirements would jeopardize our ability to market and sell our products in foreign jurisdictions. The regulatory environment in the European Union member countries of the European Economic Area for medical device products differs from that in the United States. Medical devices sold in the European Economic Area must bear the Conformité Européenne, or CE mark. Devices are classified by manufacturers according to the risks they represent, with a classification of Class III representing the highest risk devices and Class I representing the lowest risk devices. Once a device has been classified, the manufacturer can follow one of a series of conformity assessment routes, typically through a registered quality system, and demonstrate compliance to a “European Notified Body.” The CE mark may then be applied to the device. Maintenance of the system is ensured through annual on-site audits by the notified body and a post-market surveillance system requiring the manufacturer to submit serious complaints to the appropriate governmental authority. All of our medical products are manufactured in conformity with the CE mark requirements.
Available Information
Our website is www.poci.com. We make available on our website, free of charge, copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, as soon as reasonably practicable after we electronically file or furnish such materials to the U.S. Securities and Exchange Commission, or SEC. Our website and the information contained therein or connected thereto are not intended to be incorporated into this report.
You may also read and copy any materials we file with the SEC at the SEC's Public Reference Room, located at 100 F Street, N.E., Washington, DC 20549. Information on the operation of the Public Reference Room may be obtained 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 http://www.sec.gov.
We conduct our domestic operations at three facilities in Gardner, Massachusetts and one facility in El Paso, Texas. We are currently a tenant-at-will, paying rent of $9,000 per month for our main Gardner facility. We rent two other smaller Gardner facilities on a month-to-month basis. Our Ross Optical division rents a facility in El Paso, Texas from an unrelated party pursuant to an operating lease through May 2022 at monthly base rates beginning at $3,392 and increasing to $3,563 per month during the term of the lease.
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We believe these facilities are adequate for our current operations and are adequately covered by insurance. Significant increases in production or the addition of significant equipment additions or manufacturing capabilities in connection with the production of our line of endoscopes and other products may, however, require improvements to existing facilities or the acquisition or lease of additional facilities. We may establish production facilities domestically or overseas to produce key assemblies or components, such as lenses, for our products. Overseas facilities may subject us to the political and economic risks associated with overseas operations. The loss of or inability to establish or maintain such additional domestic or overseas facilities could materially adversely affect our competitive position and profitability.
Our Company, on occasion, may become involved in legal matters arising in the ordinary course of our business, which could have a material adverse effect on our business, financial condition or results of operations. We are not currently aware of any pending or threatened litigation against us or our officers and directors in their capacity as such that could have a material impact on our operations or finances.
MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
Our common stock is quoted on OTCQB, the OTC market tier for companies that report to the SEC, under the symbol PEYE. OTC market quotations reflect inter-dealer prices, without retail markup, markdown or commissions and may not necessarily represent actual transactions.
Holders
As of May 21, 2020, we had approximately 64 holders of record of our common stock. Holders of record include nominees who may hold shares on behalf of multiple owners.
Dividends
We have not declared any dividends during the last two fiscal years. At present, we intend to retain our earnings, if any, to finance research and development and the expansion of our business.
Securities Authorized for Issuance under Equity Compensation Plans
The following table summarizes information about our equity compensation plans as of June 30, 2019.
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted- average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||||||||
| Equity compensation plans approved by security holders | 117,398 | $ | 0.55 | – | ||||||||
| Equity compensation plans not approved by security holders | 1,702,102 | $ | 0.89 | 655,898 | ||||||||
| Total | 1,819,500 | $ | 0.87 | 655,898 | ||||||||
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2006 Equity Incentive Plan
On November 28, 2006, our stockholders approved the Precision Optics Corporation, Inc. 2006 Equity Incentive Plan, referred to as the 2006 Plan, which succeeded the Precision Optics Corporation, Inc. Amended and Restated 1997 Equity Incentive Plan, referred to as the 1997 Plan. No further awards have been or will be granted under the 1997 Plan. The 2006 Plan allowed for the granting of stock options to selected employees, directors and other persons who provide services to us or our affiliates. No further awards will be granted under the 2006 Plan.
2011 Equity Incentive Plan
The Precision Optics Corporation, Inc. 2011 Equity Incentive Plan, referred to as the 2011 Plan, was adopted by our Board of Directors on October 13, 2011. The 2011 Plan allows for the granting of stock options to selected employees, directors and other persons who provide services to us or our affiliates.
On April 16, 2015, the Board of Directors approved an amendment to the 2011 Equity Incentive Plan which increased the maximum number of shares of our common stock that may be awarded under the Plan from 325,000 to 1,825,000, an increase of 1,500,000 shares. In connection therewith, on April 20, 2015, we filed a registration statement on Form S-8 to register the 1,500,000 shares of common stock.
On May 1, 2019, the Board of Directors approved an amendment to the 2011 Equity Incentive Plan to update the Plan for the latest changes to the tax laws and increase the maximum number of shares of our common stock that may be awarded under the Plan from 1,825,000 to 2,825,000, an increase of 1,000,000 shares. In connection therewith, on September 6, 2019, we filed a registration statement on Form S-8 to register the 1,000,000 shares of common stock.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the Financial Statements and Notes thereto, and other financial information included elsewhere in this Annual Report on Form 10-K. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains descriptions of our expectations regarding future trends affecting our business. The following discussion sets forth certain factors we believe could cause actual results to differ materially from those contemplated by the forward-looking statements.
Overview
We have been a developer and manufacturer of advanced optical instruments since 1982. Our medical instrumentation line includes traditional endoscopes and endocouplers as well as other custom imaging and illumination products for use in minimally invasive surgical procedures. Much of our recent development efforts have been targeted at the development of next generation endoscopes. For the last ten years, we have funded internal research and development programs to develop next generation capabilities for designing and manufacturing 3D endoscopes and very small Microprecision™ lenses, anticipating future requirements as the surgical community continues to demand smaller and more enhanced imaging systems for minimally invasive surgery.
Effective June 1, 2019 we acquired the operating assets of Ross Optical Industries, Inc. of El Paso, Texas, which we began operating as a division of our Company beginning on that date. The accompanying financial statements include the results of operations of the Ross Optical division for the entire nine and three-month periods ended March 31, 2020 and the assets and liabilities of the division as of June 30, 2019 and March 31, 2020. The acquisition of the assets of Ross Optical Industries effective June 1, 2019 expands our optics components and assemblies’ business. All products supplied by Ross Optical include a custom or catalog optic, which is sourced through Ross Optical’s extensive domestic and worldwide network of optical fabrication companies. Most systems make use of optical lenses, prisms, mirrors and windows and range from individual optical components to complex opto-mechanical assemblies. Products often include thin film optical coatings that are applied using the in-house coating department. Approximately 75% of Ross Optical revenues are from customers in the United States, 8% from Western Europe and 7% from Canada during the nine months ended March 31, 2020. Ross Optical’s sales are mostly resale of specialized optical components with the remainder being assemblies. Ross Optical does not perform revenue generating engineering services or internal research and development. The majority of Ross Optical sales are for industrial applications with the remainder split between military and medical device products.
The Management Discussion and Analysis which follows is based on the financial condition and results of operations of our Company including the operating results for the three- and nine-month periods ended March 31, 2020 and the balance sheet as of June 30, 2019 and March 31, 2020 of our new division Ross Optical.
Our business is the design and manufacture of high-quality medical devices. Approximately 12% of our revenue in the nine months ended March 31, 2020 is from the design, manufacture and resale of optical products for military and defense and 31% is from other industrial, non-medical products. Our medical instrumentation line and unique design and manufacturing capabilities include traditional endoscopes and endocouplers as well as other custom imaging and illumination products for use in minimally invasive surgical procedures. We design and manufacture 3D endoscopes and very small Microprecision™ lenses, assemblies and complete medical devices to meet the surgical community’s continuing demand for smaller, disposable, and more enhanced imaging systems for minimally invasive surgery.
We are registered to the ISO 9001:2015 and ISO 13485:2016 Quality Standards and comply with the FDA Good Manufacturing Practices and the European Union Medical Device Directive for CE marking of our medical products. Our websites are www.poci.com and www.rossoptical.com. Information contained on our websites does not constitute part of this prospectus.
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The markets in which we do business are highly competitive and include both foreign and domestic competitors. Many of our competitors are larger and have substantially greater resources than we do. Furthermore, other domestic or foreign companies, some with greater financial resources than we have, may seek to produce products or services that compete with ours. We routinely outsource specialized production efforts as required to obtain the most cost effective production. Over the years and through the acquisition of the Ross Optical division in June 2019, we have achieved extensive experience collaborating with other optical specialists worldwide.
We believe that competition for sales of our medical products and services, which have been principally sold to original equipment manufacturers, or OEM, customers, is based on our ability to design and produce technical features, performance, engineering service and production scheduling, on-time delivery, quality control and product reliability, and competitive pricing.
We believe that our future success depends, to a large degree, on our ability to develop new optical products and services to enhance the performance characteristics and methods of manufacture of existing products. Accordingly, we expect to continue to seek and obtain product-related design and development contracts with customers and to selectively invest our own funds on research and development, particularly in the areas of Microprecision™ optics, micro medical cameras, illumination, and 3D endoscopes.
The Ross Optical division sales are primarily optical components and assemblies for industrial applications in addition to medical and military uses. By combining the unique capabilities of our Company with the Ross Optical division we believe there are opportunities for expanded sales of each division’s products and services throughout the combined customer base. For example, we believe that our extensive engineering and design services may benefit Ross’ customer base and that Ross’ expanded worldwide vendor relationships may benefit our traditional efforts to source materials at competitive prices for our development projects and manufacturing activities.
For the nine months ended March 31, 2020, approximately 23% of our sales were made to our three largest customers representing 10%, 7% and 7% of our total sales, respectively. No other customer accounted for more than 4% our total sales during the nine months ended March 31, 2020. Our three largest customers during the quarter ended March 31, 2020 are all in the medical device industry. One represents engineering service revenue for an early-stage company, and the other two represent production revenue for companies commercializing a cardiovascular endoscope and an ENT scanning device. Each of these three products incorporates our Microprecision™ technologies as enabling design features. In addition to the three largest customers, we made sales to two hundred ninety-three other customers during the nine-month period ended March 31, 2020.
During the fiscal year ended June 30, 2019, approximately 41% of our sales were made to three customers. No other customers made up more than 10% of consolidated sales during the period, and we expect this percentage to decrease as sales include the Ross division for the entirety of future periods presented. Of these three companies, one is a large, international, medical device company who has been our customer for many years and currently purchases a spine surgery product we helped to develop over seven years ago. Another is a large international medical device company as well acquiring an ENT product we assisted in developing that incorporates our unique, proprietary Microprecision™ lens technology. And the third is also a medical device company purchasing from us another medical device product we helped to design for a cardiovascular application and based on our Microprecision™ lens technology and optical visualization system expertise.
Current sales and marketing activities are intended to broaden awareness of the benefits of our new technology platforms and our successful application of these new technologies to medical device projects requiring surgery-grade visualization from sub-millimeter sized devices and 3D endoscopy, including disposable products and assemblies. We market directly to established medical device companies primarily in the United States that we believe could benefit from our advanced endoscopy visualization systems. Through this direct marketing, referrals, attendance at trade shows and a presence in online professional association websites, we have expanded our on-going pipeline of projects to significant medical device companies as well as well-funded emerging technology companies. We expect our customer pipeline to continue to expand as development projects transition to production orders and new customer projects enter the development phase. We believe there are opportunities to expand the reach of sales activities of our business and that of our new division, Ross Optical. This may be accomplished through the gradual integration of some of the sales and marketing resources of the two operations.
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Critical Accounting Policies and Estimates
Our critical accounting policies are included in the Notes to our Financial Statements contained elsewhere in this prospectus.
Results of Operations for the Fiscal Year Ended June 30, 2019 as Compared to the Fiscal Year Ended June 30, 2018
Total revenues for fiscal year 2019 were $6,804,169, an increase of $2,766,121, or 68.5%, from revenues for fiscal year 2018 of $4,038,048. Included in fiscal year 2019 revenues is $656,232 from the Ross Optical division in June 2019. During the fiscal year ended June 30, 2019 revenues increased in the production category by 99.3% and increased in the engineering services category by 2.3%. In addition to the inclusion of June 2019 Ross Optical revenues, production revenues increased primarily due to the ramp up of production level orders from two medical device products that have transitioned from engineering to production, and a resurgence of orders from a long-standing customer for a traditional spine visualization product line.
The 2.3% increase in engineering revenues during the fiscal year 2019 is considered to be the result of normal engineering project fluctuations. As in prior periods, engineering revenues in fiscal year 2019 are represented by decreased revenues from certain customer projects transitioning through development phases and increased by the addition of new projects or the timing of phases and acceleration and advancement of those projects. The number of engineering projects we worked on in fiscal year 2019 was less than the number of engineering projects worked on in fiscal year 2018. The engineering projects range in type including CMOS, Microprecision™, 3D and robotic visualization and illumination systems. We believe the quality of the engineering projects continues to provide the opportunity for production purchase orders from these customers as the products advance to clinical evaluation and commercialization.
Revenues from our largest customers, as a percentage of total revenues, were as follows:
| Year Ended June, 30 | ||||||||
| 2019 | 2018 | |||||||
| Customer A | 8 | % | 16 | % | ||||
| Customer B | 6 | % | 14 | % | ||||
| Customer C | 18 | % | 8 | % | ||||
| Customer D | 13 | % | 5 | % | ||||
| Customer E | 11 | % | 4 | % | ||||
| All Others | 44 | % | 53 | % | ||||
| 100 | % | 100 | % | |||||
No other customer accounted for more than 10% of our revenues in fiscal years 2019 and 2018.
Gross profit for fiscal year 2019 of $2,122,478, reflected an increase of $640,560, or 43.2%, as compared to gross profit for fiscal year 2018 of $1,481,918. Gross profit, as a percentage of revenues for fiscal year 2019, was 31.2% as compared to gross profit, as a percentage of revenues for fiscal year 2018, of 36.7%. The increase in gross margin dollars in fiscal year 2019 was due primarily to increased sales revenue compared to fiscal 2018, and the decrease in gross margin percentage realized in fiscal year 2019 resulted from production ramp-up costs and inefficiencies and cost over-runs on a large engineering project. Periodic gross profit and gross profit percentage depend on a number of factors, including overall sales volume, facility utilization, product sales mix, the costs of engineering services, and production start up costs and process development in connection with custom products entering the production phase, and therefore fluctuations in gross profit as a percentage of sales is expected.
We believe we have gained experience in developing and manufacturing products based on the new Microprecision™ and CMOS technologies and we have become more efficient in estimating and executing engineering service contracts and manufacturing activities. As a result of the care taken to manage our custom development projects, we experienced successful transitions from engineering to production in all three significant projects currently contributing to our revenue growth. However, two projects in particular have caused our margins to decline during fiscal year 2019. One is a production product constituting 14% of fiscal 2019 sales, which resulted in 2.9% lower margins in fiscal year 2019 due to customer design issues we are helping to correct. Additionally, we have experienced cost over-runs on an engineering project constituting 10% of fiscal 2019 sales, which resulted in 5.0% lower margins in fiscal year 2019. In both of these cases we believe the inefficiencies are temporary and solutions are being reached that will allow these projects to achieve targeted margins.
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Research and development expenses were $505,300 for fiscal year 2019 as compared to $456,377 for fiscal year 2018. The increase of $48,923, or 10.7%, in fiscal year 2019 compared to fiscal year 2018 was due primarily to engineering personnel added during the year and an increase in internal engineering related development projects that we believe will enhance our technology platform of capabilities and our overall competitiveness in providing unique optical and illumination solutions for medical device endoscopes.
Selling, general and administrative expenses increased by $727,450, or 52.9%, to $2,101,610 for fiscal year 2019 as compared to $1,374,160 for fiscal year 2018. The increase in SG&A expenses in fiscal year 2019 includes $140,635 relating to the Ross Optical division incurred in June 2019, in addition to an increase in stock based compensation of $413,446. The remainder of the increase in fiscal 2019 resulted from increased compensation to existing and newly hired personnel, sales commissions, director and legal fees, advertising and international freight. These increases were partially offset by a decrease in bad debt expense and investor relations firm expenses in fiscal year 2019
Business acquisition expenses were $128,111 in fiscal year 2019 and represent direct costs relating to the acquisition of the Ross Optical division such as audit and legal fees and travel costs.
The income tax provisions in fiscal years 2019 and 2018 represent the minimum statutory state income tax liability.
Results of Operations for the Three and Nine Months Ended March 31, 2020 and 2019
Our total revenues for the quarter ended March 31, 2020, were $2,374,584, as compared to $1,386,454 for the same period in the prior year, an increase of $988,130, or 71.3%. Revenues increased during the quarter ended March 31, 2020 compared to the same quarter of the prior year primarily due to the revenues of the Ross Optical division, which were $1,212,805 for the quarter ended March 31, 2020. Our non-Ross revenues decreased by $224,675 during the quarter ended March 31, 2020 from their levels in the same period of the prior year. While the overall sales were negatively impacted by the COVID-19 pandemic, the mix of engineering service, production and component sales were similar between the quarters.
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 is expected to have, an adverse impact on our sources of supply, current and future orders from our customers, collection of amounts owed to us from our customers, our internal operating procedures, and our overall financial condition. While we and many of our medical device and defense contracting customers continue to operate as essential businesses, we have taken various actions to augment our operating and human resource policies and procedures to guard against the potential health hazards of COVID-19. These augmented procedures can have a negative impact on our operational efficiencies. We source various components from overseas suppliers throughout Asia, including China. During the quarter ended March 31, 2020, certain suppliers from China accelerated shipments to our Ross division in anticipation of pending shutdowns, which had a beneficial effect on our Ross sales. On the other hand, we also had supply disruptions and customer delays during the quarter causing the decrease in non-Ross sales mentioned above, which we believe were the result of the COVID-19 pandemic and related economic slow-down. We continue to communicate as closely as possible with our suppliers and customers to maintain a current perspective on the future effects of COVID-19 on our business. Given the uncertainty surrounding the continuation of economic slow-downs domestically and abroad, we cannot predict with certainty at this time what the future impact of COVID-19 and resulting business and economic policies in the US and abroad will be on our up-coming quarterly fiscal operating results.
Our total revenues for the nine months ended March 31, 2020 were $7,686,330, as compared to $4,423,763 for the same period in the prior year, an increase of $3,262,567, or 73.8%. Revenues increased during the nine months ended March 31, 2020 compared to the same period of the prior year primarily due to the revenues of the Ross Optical division, which were $3,454,493 for the nine months ended March 31, 2020. Our non-Ross revenues decreased by $191,926 during the nine months ended March 31, 2020 from their levels in the same period of the prior year primarily as a result of the COVID-19 pandemic effects on the quarter ended March 31, 2020 as described above. While the overall sales were negatively impacted by the COVID-19 pandemic, the mix of engineering service, production and component sales were similar during the quarters.
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Gross profit for the quarter ended March 31, 2020 was $817,019, compared to $455,936 for the same period in the prior year, reflecting an increase of $361,083, or 79.2%. Gross profit for the quarter ended March 31, 2020 as a percentage of our revenues was 34.4%, an increase from the gross profit percentage of 32.9% for the same period in the prior year. Gross profit for the nine months ended March 31, 2020 was $2,709,075, as compared to $1,274,165 for the same period in the prior year, which reflects an increase of $1,434,910 or 112.6%. Gross profit for the nine months ended March 31, 2020 as a percentage of our revenues was 35.2%, an increase from the gross profit percentage of 28.8% for the same period in the prior year. Quarterly gross profit and gross profit percentage depend on a number of factors, including overall sales volume, facility utilization, product sales mix, the costs of engineering services, production start-up costs, challenges in connection with new products, the effects of COVID-19 pandemic policy decisions on various economies and our suppliers and customers, as well as the effects on production efficiencies due to the augmented policies we have incorporated into our operations as a result of the COVID-19 pandemic.
The increase in gross profit dollars and gross profit percentage during the quarter and nine-month period ended March 31, 2020 compared to the same periods of the prior year was primarily due to the inclusion of the Ross Optical division revenue at a higher gross margin percentage than we realize on non-Ross revenues. Ross Optical division revenues generated a gross margin percentage of 48-50% while non-Ross revenue margin was 24.0% for the nine months ended March 31, 2020. The non-Ross gross margin is dependent on a number of factors and is expected to fluctuate from quarter to quarter based on the nature and status of engineering projects. Specifically, periodic margins are impacted by revenue volume, facility utilization, product sales mix, and unanticipated cost over-runs associated with engineering projects, start-up production activities of new products, and the effects of COVID-19 pandemic policy decisions on various economies and our suppliers and customers as well as the effects on production efficiencies of the augmented policies we have incorporated into our operations as a result of the COVID-19 pandemic. During the quarter ended March 31, 2020, a non-Ross engineering service project experienced cost over-runs that negatively impacted gross margins during the period and due to timing of milestone deliverables generated no revenue. The project negatively impacted the consolidated gross margin percentage by 3.3% during the quarter ended March 31, 2020. The cost over-runs resulted from design challenges and issues we are addressing and that we believe will only cause a temporary decrease in total realized gross margins. The remainder of our production and engineering jobs resulted in margins within our targeted range with reasonably expected fluctuations.
Research and development expenses were $319,875 for the quarter ended March 31, 2020, compared to $121,640 for the same period in the prior year, an increase of $198,235, or 163.0%. Research and development expenses were $700,605 for the nine months ended March 31, 2020, compared to $347,851 for the same period in the prior year, an increase of $352,754, or 101.4%. In-house research and development and certain internal functions not directly related to customer engagements are classified as research and development expenses with the majority of our engineering, research and development activities being consumed in revenue generating engagements with our customers for the development of their products. During the quarter ended March 31, 2020 we had a larger staff of engineering personnel and a greater amount of our engineering personnel time was consumed in internal research and development activities; the product of which we believe will benefit various engineering design projects involving specialized fixturing and illumination features.
Selling, general and administrative expenses were $962,591 for the quarter ended March 31, 2020, compared to $414,475 for the same period in the prior year, an increase of $548,116, or 132.2%. The increase in the quarter ended March 31, 2020, compared to the same quarter of the prior fiscal year was due to the addition of $320,888 of selling, general and administrative expenses incurred by our Ross Optical division. Non-Ross selling, general and administrative expenses reflect a $42,508 increase in stock-based compensation and service fees in the quarter ended March 31, 2020 compared to the same period of the prior year, and increases of $184,720 in compensation to existing and newly hired employees, advertising, tradeshows and professional fees.
Selling, general and administrative expenses were $3,111,397 for the nine months ended March 31, 2020, compared to $1,430,880 for the same period in the prior year, an increase of $1,680,517, or 117.4%. The increase in the nine months ended March 31, 2020, compared to the same nine-month period of the prior fiscal year was due to the addition of $919,930 of selling, general and administrative expenses incurred by our Ross Optical division. Non-Ross selling, general and administrative expenses reflect a $2,505 decrease in stock-based compensation and service fees in the nine months ended March 31, 2020 compared to the same period of the prior year, and increases of $763,092 driven by higher compensation to existing and newly hired employees, advertising, tradeshows and professional fees.
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Liquidity and Capital Resources
We have sustained recurring net losses for several years. During the year ended June 30, 2019 and the nine months ended March 31, 2020 we incurred net losses of $614,871 and $1,103,065, respectively. As a result of our acquisition of the Ross Optical division, our revenue, gross margin and components of our working capital have increased. At March 31, 2020 cash was $632,131, accounts receivables were $1,479,077 and current liabilities were $2,454,280, including $310,525 of customer advances received for future order deliveries.
Although our financial performance has improved during the last few fiscal quarters, our operating expenses have also increased and we continue to experience pricing pressure from our customers and challenges in engineering projects and production orders that result in cost over-runs and depressed gross margins. Consequently, critical to our ability to maintain our financial condition is achieving and maintaining a level of quarterly revenues that generate break even or better financial performance as well as timely collection of accounts receivable from our customers. We believe profitable operating results can be achieved through a combination of revenue levels, realized gross margins and controlling operating expense increases, all of which are subject to periodic fluctuations resulting from sales mix and the stage of completion of varying engineering service projects as they progress towards and into production level revenues.
We have traditionally funded working capital needs through product sales, management of working capital components of our business, cash received from public and private offerings of our common stock, warrants to purchase shares of our common stock or convertible notes, and by customer advances paid against purchase orders and recorded in the current liabilities section of the accompanying financial statements. Our management believes that the opportunities represented by our current production projects and engineering pipeline of Microprecision™ optical elements, micro medical camera assemblies and 3D endoscope projects have the potential to generate increasing revenues and profitable financial results.
Although we believe the fundamentals of our operations, business plans and opportunities can generate profitable financial results, the effects of the COVID-19 pandemic have resulted in a reduced level of sales in the quarter ended March 31, 2020 and an increase in our net loss. To enhance our financial condition and our ability to manage future uncertainties resulting from COVID-19 and its effects, in April 2020 we entered into agreements with accredited investors for the sale of 200,000 shares of our common stock at $1.25 per share which generated $250,000 of proceeds available for general working capital purposes.
On May 6, 2020, we received loan proceeds in the amount of $808,962 under the Paycheck Protection Program, or PPP, from Bank of America. The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act, or CARES Act, provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after eight weeks as long as we use the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and we maintain our payroll levels. The amount of loan forgiveness will be reduced if we terminate employees or reduce salaries during the eight-week period.
The unsecured loan, which is in the form of a note dated May 6, 2020, matures on May 6, 2022 and bears interest at a rate of 1% per annum, payable monthly commencing on December 6, 2020. The note may be prepaid at any time prior to maturity with no prepayment penalties. We intend to use the loan amount for eligible purposes, such as payroll expenses. While we currently believe that our use of the loan proceeds will meet the conditions for forgiveness of the loan, we cannot assure you that it will be eligible for forgiveness, in whole or in part.
Capital equipment expenditures and additional patent costs during the nine months ended March 31, 2020 were $142,833 and we acquired an additional $113,213 of manufacturing equipment under two capitalized leases during the quarter ended March 31, 2020. Future capital equipment expenditures will be dependent upon the type and amount of future sales revenue and the needs of on-going research and development efforts.
We have contractual cash commitments related to open purchase orders as of March 31, 2020 of approximately $830,402, plus a $108,437 commitment remaining under three capital lease obligations for the acquisition of equipment and $139,791 commitment remaining under a three-year facility lease relating the Ross Optical division in El Paso, Texas (see Note 3. Lease Obligations). We have no other contractual cash commitments since other leased facilities are currently on a month-to-month basis.
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Contractual cash commitments for the fiscal years subsequent to June 30, 2019 are summarized as follows:
| Fiscal 2020 | Thereafter | Total | ||||||||||
| Capital lease for equipment, including interest | $ | 10,250 | $ | 5,126 | $ | 15,376 | ||||||
| Minimum operating lease payments - Ross Optical division | $ | 40,784 | $ | 80,999 | $ | 121,783 | ||||||
We have contractual cash commitments related to open purchase orders as of June 30, 2019 of approximately $1,334,606.
Off-Balance Sheet Arrangements
We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no disagreements with our independent registered public accounting firm in regards to accounting and financial disclosure.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Identification of Directors
Set forth below is certain information with respect to the individuals who are our directors as of September 30, 2019.
| Name | Age | Position(s) or Office(s) Held | ||||
| Joseph N. Forkey | 51 | Chief Executive Officer, President, Treasurer and Director | ||||
| Andrew J. Miclot | 63 | Director | ||||
| Richard B. Miles | 76 | Director | ||||
| Peter H. Woodward | 46 | Chairman of the Board of Directors | ||||
Board Composition. Our Board of Directors is divided into three classes that are as nearly equal in number as possible, with each class serving for a staggered term of office. Only one class is elected each year. Each director serves a three-year term and until his or her successor has been duly elected and qualified. Our Board currently consists of five directors. Our Class I director is Peter H. Woodward. Our Class II director is Andrew J. Miclot. Our Class III directors are Joseph N. Forkey and Richard B. Miles.
Biographies and Qualifications of Our Directors. The biographies of our directors and certain information regarding each director’s experience, attributes, skills and/or qualifications that led to the conclusion that the individual should be serving as a director of our Company are as follows:
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Dr. Joseph N. Forkey
Dr. Joseph N. Forkey has served as our Chief Executive Officer, President and Treasurer since February 8, 2011. Dr. Forkey has been a member of our Board of Directors since 2006. He served as our Chairman of our Board of Directors from February 2011 to July 2014. He served as our Executive Vice President and Chief Scientific Officer from April 2006 to February 2011, and held the position of our Chief Scientist from September 2003 to April 2006. Since joining us, he has been involved in general technical and management activities of our Company, as well as investigations of opportunities that leverage our newly developed technologies. Dr. Forkey holds B.A. degrees in Mathematics and Physics from Cornell University, and a Ph.D. in Mechanical and Aerospace Engineering from Princeton University. Prior to joining us, Dr. Forkey spent seven years at the University of Pennsylvania Medical School as a postdoctoral fellow and research staff member. Dr. Forkey is a valuable member of our Board due to his depth of scientific, operating, strategic, transactional, and senior management experience in our industry. Additionally, Dr. Forkey has held positions of increasing responsibility at our Company and holds an intimate knowledge of our Company due to his longevity in the industry and with us.
Andrew J. Miclot
Mr. Miclot was appointed to our Board on March 2, 2016. Mr. Miclot has more than 35 years of leadership experience with medical device suppliers and brings substantial global industry knowledge to our Company. Since January 2017, Mr. Miclot has been the Vice Chairman and Director of WishBone Medical, Inc., a pediatric orthopedic company dedicated to the unmet needs of children suffering from orthopedic challenges and President from October 2017 to January 2019. He is on several Advisory Boards including ODT, Orthopedic Design & Technology, since December 2005 and Indiana University Alumni Association since October 2016. From October 2015 to January 2018, Mr. Miclot served as President, CEO and Director of Micro Machine Co., a supplier of medical products for the orthopedic and spinal industries. Prior to joining Micro Machine Co., from May 2013 to September 2014, Mr. Miclot was Executive Vice President of MicroTechnologies, Inc., a medical device supplier. Mr. Miclot was General Manager and Senior Vice President of ArthroCare Corporation from June 2009 to March 2013. From January 2008 to March 2009, Mr. Miclot was President, CEO and Director of Ascension Orthopedics, Inc. He was Vice President of Marketing for the orthopedic global business unit at Orthofix, Inc. from April 2007 to January 2008, and from March 1994 to April 2007, he served as Senior Vice President with Symmetry Medical Inc., a medical device supplier and was also the Investor Relations Officer, after the NYSE IPO in December 2004 until April 2007. Mr. Miclot has a BA degree in Speech and Hearing and a MA degree in Audiology from Indiana University and an MBA from the Lake Forest Graduate School of Management, earned in 1991.
Richard B. Miles
Professor Richard B. Miles was appointed to our Board of Directors in November 2005. He was a member of the Mechanical and Aerospace Engineering faculty at Princeton University from 1972 until 2013, at which time he retired from his Princeton academic appointment and became Professor Emeritus and Senior Scholar. From 1980 to 1996 he served as Chairman of Engineering Physics at Princeton. In 2017 he joined Texas A&M University and was appointed TEES Eminent Professor of Aerospace Engineering. In 2019 he was named Distinguished University Professor. He is a member of the National Academy of Engineering and a senior member of the National Academy of Inventors. He serves on the Board of Directors of the Hertz Foundation and the Board of Trustees of Pacific University, Oregon and is a Fellow of the Optical Society of America (OSA) and the American Institute Aeronautics and Astronautics (AIAA). Professor Miles is a valuable member of our Board due to his depth of scientific experience and familiarity with the field of our technologies, insight into the academic community, and familiarity with the latest developments and innovations in science and technology.
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Peter H. Woodward
Mr. Woodward was appointed to our Board effective July 9, 2014 and as chairman of the Board in connection with the sale and purchase agreement we entered into in July 2014. Mr. Woodward is the founder of MHW Capital Management, LLC, or MHW, a position he has held since September 2005. MHW specializes in large equity investments in public companies implementing operating strategies to significantly improve their profitability. From 1996 to 2005, Mr. Woodward was the Managing Director for Regan Fund Management, LLC. He served as the President and Chief Executive Officer and Director of Cartesian, Inc. from June 2015 to July 2018, and currently serves as Chairman of the Board and Chairman of the Audit Committee for TSS, Inc., and as the CEO of Innoative Power, LLC. Mr. Woodward holds a BA in economics from Colgate University and a Masters of International Affairs with a concentration in international economics and finance from Columbia University. He is also a Chartered Financial Analyst.
Identification of Executive Officers
Set forth below is certain information with respect to the individuals who are our executive officers as of September 30, 2019.
| Name | Age | Position(s) or Office(s) Held | ||||
| Joseph N. Forkey | 51 | Chief Executive Officer, President, Treasurer and Director | ||||
| Donald A. Major | 58 | Chief Financial Officer and Secretary | ||||
Biographies and Qualifications of Our Executive Officers. The biographies of our executive officers and certain information regarding each officer’s experience, attributes, skills and/or qualifications that led to the conclusion that the individual should be serving as an executive officer of our Company are as follows:
Dr. Joseph N. Forkey
For Dr. Forkey’s full biography, please refer to the section entitled “Biographies and Qualifications of Our Directors.”
Daniel Habhegger
Mr. Habhegger started with us in September 2019 as Director of Finance. Prior to joining our Company, he was the Director of Financial Planning and Analysis of SmartBear Software, Inc. from 2015 to August 2019 and of AgaMatrix, Inc. from 2010 to 2015. From 2005 to 2009 he was the Chief Financial Officer of Weather Services International, now The Weather Company, where he led the implementation of the PeopleSoft financial system and the SalesLogix CRM solution and the financial due diligence for two large acquisitions. He earned his Bachelor of Science in Finance from Western International University in 1994 and a MBA in Global Management from the University of Phoenix in 2005.
Other Involvement in Certain Legal Proceedings
None of our directors or executive officers has been involved in any bankruptcy or criminal proceedings, nor have there been any judgments or injunctions brought against any of our directors or executive officers during the last ten years that we consider material to the evaluation of the ability and integrity of any director or executive officer.
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Executive Compensation
Summary Executive Compensation
The following table sets forth all compensation for our fiscal years ended June 30, 2019 and 2018 awarded to, earned by, or paid to our Principal Executive Officer, our most highly compensated executive officer and our most highly compensated employee, all of which are referred to herein as the “Named Executive Officers.” No other executive officer earned over $100,000 in the last completed fiscal year.
Summary Executive Compensation Table for the Fiscal Years Ended June 30, 2019 and 2018
| Name and Principal Position | Year June 30, |
Salary ($) |
Bonus ($) |
Stock Awards ($) (1) |
Option Awards ($) (2) |
All Other Compensation ($) | Total ($) |
||||||||||||||||||||
| Joseph N. Forkey | 2019 | 200,000 | 0 | 210,000 | (3) | 230,836 | (4) | 0 | 640,836 | ||||||||||||||||||
| Director, Chief Executive Officer, President and Treasurer |
2018 | 120,000 | 0 | 0 | 0 | 0 | 120,000 | ||||||||||||||||||||
| Donald A. Major | 2019 | 176,037 | 0 | 0 | 101,590 | (5) | 0 | 277,627 | |||||||||||||||||||
| Former Chief Financial Officer, Secretary | 2018 | 159,843 | 0 | 0 | 0 | 0 | 159,843 | ||||||||||||||||||||
| Richard G. Cyr | 2019 | 145,826 | 19,307 | (6) | 0 | 51,844 | (7) | 22,620 | (8) | 239,597 | |||||||||||||||||
| Optics Laboratory Manager | 2018 | 145,000 | 38,120 | (6) | 0 | 0 | 23,004 | (8) | 206,124 | ||||||||||||||||||
| Jeffrey L. DiRubio | |||||||||||||||||||||||||||
| Vice President, Sales & Marketing | 2019 | 27,785 | 35,328 | (6) | 0 | 115,209 | (9) | 122,000 | (10) | 300,322 | |||||||||||||||||
_______________________
| (1) | Represents the aggregate grant date fair value of stock awards granted in the respective fiscal year as computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option valuation model. A discussion of the assumptions used in calculating the amounts in this column may be found in the Notes to our audited consolidated financial statements for the year ended June 30, 2019 set forth in this Annual Report on Form 10-K. These amounts do not represent the actual amounts paid to or realized by the directors during the fiscal year ended June 30, 2019. |
| (2) | Represents the aggregate grant date fair value of stock option awards granted in the respective fiscal year as computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option valuation model. A discussion of the assumptions used in calculating the amounts in this column may be found in the Notes to our audited consolidated financial statements for the year ended June 30, 2019 set forth in this Annual Report on Form 10-K. These amounts do not represent the actual amounts paid to or realized by the directors during the fiscal year ended June 30, 2019. |
| (3) | On August 2, 2018, we awarded Mr. Forkey 300,000 shares of common stock for services performed through June 30, 2018. As of June 30, 2019, 200,000 shares have been issued, and the remaining 100,000 shares will be issued on January 1, 2020. |
| (4) | On August 2, 2018, we granted Mr. Forkey stock options to purchase up to 350,000 shares of our common stock at an exercise price of $0.73 per share. The options vested as follows: (i) one–half of the options vest if we achieve revenues of $1.5 million or higher for two consecutive fiscal quarters, based on the reported revenues in our Form 10-Ks or 10-Qs; and (ii) one-half of the options vested if our common stock was trading at $1.00 per share or higher for fifteen consecutive trading days. In the event of a change of control all unvested options will vest. As of June 30, 2019, 175,000 options are vested pursuant to (ii) the $1.00 stock trading criteria described above. |
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| (5) | On December 2, 2019, Mr. Donald A. Major resigned as our Chief Financial Officer and Secretary. On August 2, 2018, we granted Mr. Major stock options to purchase up to 100,000 shares of our common stock at an exercise price of $0.70 per share, or the closing price of our common stock on August 2, 2018. The options vested as follows: 33,000 options vest three months following the grant date; 33,000 options vest three months following the end of the second consecutive quarter with Company quarterly revenues of $1,500,000 or greater, as announced in our Form 10-Q and / or 10-K filings; 34,000 options vest three months following the end of a second consecutive quarter with a Company gross margin percentage of 30% or greater, as announced in our Form 10-Q or 10-K filings. All options vest and become exercisable upon the effective date of an involuntary termination of Mr. Major as Chief Financial Officer for a reason other than cause or upon the effective date of a change in control of the Company. On May 10, 2019 the Board of Directors approved the immediate vesting as of that date of any unvested options held by Mr. Major and exercise of all options until their expiration dates regardless of Mr. Major’s employment status with the Company in return for services performed and to be performed. |
| (6) | Represents performance bonus awards for the respective fiscal year. |
| (7) | We granted Mr. Cyr a stock option to purchase up to 45,000 shares of our common stock at an exercise price of $1.30 per share, the closing price of our common stock on May 1, 2019. Provided Mr. Cyr remains eligible under the plan on these dates, the options vest on May 1, 2020, 2021 and 2022 in amounts of 15,000 on each of the three dates. |
| (8) | Represents the payments made to Mr. Cyr pursuant to the month-to-month rental of certain specialized optics lab machinery and equipment used and available for use by the Company. |
| (9) | We granted Mr. DiRubio a stock option to purchase up to 100,000 shares of our common stock at an exercise price of $1.30 per share, the closing price of our common stock on May 1, 2019. Provided Mr. DiRubio remains eligible under the plan on these dates, the options vest on May 1, 2020, 2021 and 2022 in amounts of 34,000, 33,000 and 33,000 options, respectively. |
| (10) | Represents consulting fees paid to Mr. DiRubio during fiscal year 2018 before Mr. DiRubio became Vice President, Sales & Marketing on May 1, 2019. |
Employment Contracts
Agreement with Mr. Forkey
On July 27, 2018, our Board of Directors approved a new compensation agreement with our Chief Executive Officer, Joseph Forkey effective August 2, 2018. Pursuant to the agreement, we agreed to pay Mr. Forkey a base salary of $200,000 per year beginning retroactively on July 1, 2018. Effective October 1, 2019, our Board of Directors approved an increase of Dr. Forkey’s base salary to $250,000 per year. On August 2, 2018, we also granted Mr. Forkey a stock option to purchase up to 350,000 shares of our common stock at an exercise price of $0.73 per share. The options vested as follows: (i) one–half of the options vest if we achieved revenues of $1.5 million or higher for two consecutive fiscal quarters, based on the reported revenues in our Form 10-Ks or 10-Qs; and (ii) one-half of the options vested if our common stock was trading at $1.00 per share or higher for fifteen consecutive trading days. In the event of a change of control all unvested options will vest. As of June 30, 2019, 175,000 options are vested pursuant to (ii) the $1.00 stock trading criteria described above. We will also grant Mr. Forkey 300,000 shares of common stock at a rate of 50,000 shares per fiscal quarter retroactively starting January 1, 2017 and through the quarter ended June 30, 2018. As of June 30, 2019, 200,000 of such shares have been issued to Mr. Forkey, and the remaining 100,000 shares will be issued on January 1, 2020.
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Agreements with Mr. Major
In June 2016 we entered into a consulting agreement with Mr. Major to serve as our Chief Financial Officer from June 15, 2016 to June 30, 2017, with such term to renew automatically on a month to month basis thereafter unless terminated by either party with 30 days’ notice. Mr. Major received compensation at a rate of $6,500 per month to work up to an estimated 40% full-time equivalent per month in his capacity as our Chief Financial Officer. If Mr. Major worked more than the 40% full-time equivalent in any given month, Mr. Major received additional compensation, up to a maximum amount of $16,000 in any given month. This consulting agreement was terminated pursuant to the new compensation agreement with Mr. Major made effective on August 1, 2018.
On July 27, 2018, our Board of Directors approved a new compensation agreement with our Chief Financial Officer and Secretary, Donald Major effective August 1, 2018 pursuant to which we agreed to pay Mr. Major a base salary of $175,000 per year for a minimum 75% full-time commitment, and to grant Mr. Major a stock option to purchase up to 100,000 shares of our common stock at an exercise price of $0.70 per share, the closing price of our common stock on August 2, 2018. The options were subject to certain vesting terms, and on May 10, 2019 the board of directors approved the immediate vesting as of that date of any unvested options held by Mr. Major and exercise of all options until their expiration dates regardless of Mr. Major’s employment status with the Company in return for services performed and to be performed. Mr. Major will receive a severance payment equal to six weeks of base salary upon the effective date of an involuntary termination of Mr. Major as Chief Financial Officer for a reason other than cause or upon the effective date of a change in control of the Company. On December 2, 2019, Mr. Donald A. Major resigned as our Chief Financial Officer and Secretary.
Agreement with Mr. DiRubio
Effective May 1, 2019 we entered into an employment agreement with Mr. DiRubio to serve as our Vice President, Sales & Marketing effective May 1, 2019 pursuant to which we agreed to pay Mr. DiRubio a base salary of $168,000 per year plus potential annual bonuses totaling $75,000 contingent upon meeting certain sales and company profit goals. Mr. DiRubio was also granted a stock option to purchase up to 100,000 shares of our common stock at an exercise price of $1.30 per share, the closing price of our common stock on May 1, 2019. Provided Mr. DiRubio remains eligible under the plan on these dates, the options vest on May 1, 2020, 2021 and 2023 in amounts of 34,000, 33,000 and 33,000 options, respectively. We also agreed to give Mr. DiRubio six months’ notice or pay in lieu of notice in case he is involuntarily terminated within six months of a change in control.
Agreement with Mr. Mangadu
In connection with the acquisition of the Ross Optical division we entered into an employment agreement on July 1, 2019 with Divaker (Divi) Mangadu to serve as President of Ross Optical Industries (a division of Precision Optics Corporation). The agreement covers a period of five years unless terminated sooner under certain conditions by the parties and may be renewed beyond the initial and subsequent terms for additional one-year periods. Mr. Mangadu shall receive an annual salary of $140,000 plus annual bonus up to $40,000, and shall also receive a stock option to purchase 100,000 shares of the Company’s common stock exercisable at a price equal to the stock market value on the date of grant and vesting in 3 installments of 33,000, 33,000 and 34,000 each one, two, and three years, respectively after the date of grant. If Mr. Mangadu is terminated without cause by the Company during the initial five-year term of the agreement, he shall receive a lump-sum $75,000 cash severance payment and all unexercised stock options shall vest immediately and be exercisable for the remainder of their term. If Mr. Mangadu is terminated without cause subsequent to the initial five-year term, he shall receive a lump-sum cash severance payment equal to one-half his then current annual salary. The agreement also provides that for a period of five years after July 1, 2019 Mr. Mangadu agrees not to compete with the Company, solicit employees, vendors or customers for purposes that do not directly benefit the Company or to interfere in any way with the Company’s relationship with any vendors or customers.
Apart from the agreements described above, we have no other employment contracts in place with any Named Executive Officer or any compensatory plan or arrangement with respect to any Named Executive Officer where such plan or arrangement will result in payments to such Named Executive Officer upon or following his resignation, or other termination of employment with us and our subsidiaries, or as a result of a change-in-control of our Company or a change in the Named Executive Officers’ responsibilities following a change-in-control.
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Outstanding Equity Awards at Fiscal Year-End Table for the Fiscal Year Ended June 30, 2019
The following table shows grants of options outstanding on June 30, 2019, the last day of our fiscal year, to each of the Named Executive Officers named in the Summary Executive Compensation Table.
| Name | Number of securities underlying unexercised options exercisable |
Number of securities underlying unexercised options unexercisable |
Option exercise price ($) |
Option expiration date | ||||||||||
| Joseph N. Forkey | 150,000 | 0 | 1.20 | 03/02/2022 | ||||||||||
| 175,000 | (2) | 175,000 | (2) | 0.73 | 08/02/2028 | |||||||||
| Donald A. Major | 400 | 0 | 1.35 | 11/24/2019 | ||||||||||
| 27,600 | 0 | 1.20 | 03/02/2022 | |||||||||||
| 3,000 | 0 | 0.85 | 01/02/2023 | |||||||||||
| 3,000 | 0 | 0.90 | 01/02/2024 | |||||||||||
| 30,000 | 0 | 0.95 | 07/09/2024 | |||||||||||
| 60,000 | 0 | 0.73 | 05/18/2025 | |||||||||||
| 80,000 | 0 | 0.50 | 06/20/2026 | |||||||||||
| 100,000 | (3) | 0 | 0.70 | 08/02/2028 | ||||||||||
| Richard G. Cyr | 40,000 | 0 | 0.27 | 07/14/2021 | ||||||||||
| 15,000 | (1) | 10,000 | (1) | 0.73 | 05/18/2025 | |||||||||
| 0 | (4) | 45,000 | (4) | 1.30 | 05/17/2029 | |||||||||
| Jeffrey L. DiRubio | 0 | (4) | 100,000 | (4) | 1.30 | 05/17/2029 | ||||||||
_______________________
| (1) | The options were granted on May 18, 2015. 5,000 options vested on August 18, 2015 and 10,000 options vested on February 14, 2018. The remaining 10,000 options will vest in accordance with the achievement of specified performance criteria. |
| (2) | The options were granted on August 2, 2018 with vesting subject to stock price and sales level performance criteria. As of June 30, 2019 one-half or 175,000 options have vested pursuant to stock price criteria and the remaining 175,000 option will vest upon the Company’s achieving two consecutive fiscal quarters of sales in excess of $1,500,000. |
| (3) | The options were granted on August 2, 2018 with certain vesting terms, the modification of which the Board of Directors approved on May 10, 2019 as described in the Employment Contracts section above. |
| (4) | The options were granted on May 17, 2019 with vesting of one-third of the options on each of the dates May 17, 2020, 2021, and 2022, respectively, subject to the holders’ eligibility under the Option Plan on each of those dates. |
Profit Sharing and 401(k) Plan
We have a defined contribution 401(k) profit sharing plan. Employer profit sharing and matching contributions to the plan are discretionary. No employer profit sharing contributions were made to the plan in fiscal years 2019 and 2018. No employer matching contributions were made to the plan in fiscal years 2019 and 2018.
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Director Compensation
The following table sets forth cash amounts and the value of other compensation paid to our directors, but does not include the compensation of Dr. Joseph N. Forkey, our Chief Executive Officer, President, and Treasurer, as his compensation is reflected in the Summary Executive Compensation Table. During the fiscal year ended June 30, 2019, our Board of Directors determined that Dr. Joseph N. Forkey was our employee director and, therefore, would not earn any fees related to service on our Board.
Director Compensation Table for the Fiscal Year Ended June 30, 2019
| Name of Director | Fees earned or paid in cash ($)(1) | Total ($) | ||||||
| Andrew J. Miclot | 2,000 | 2,000 | ||||||
| Richard B. Miles | 1,750 | 1,750 | ||||||
| Kenneth S. Schwartz | 1,500 | (2) | 1,500 | |||||
| Peter H. Woodward | 32,000 | (3) | 32,000 | |||||
_______________________
| (1) | Under our director compensation plan, each director receives $250 per board or committee meeting that the director attends. We also reimburse our directors for travel expenses. |
| (2) | Mr. Schwartz served on our board from July 9, 2014 until he passed away on June 13, 2019. |
| (3) | Mr. Woodward serves as our Chairman and performs various management services. In March 2019 the Company’s board of directors approved the payment of $10,000 per quarter to Mr. Woodward for the performance of certain management services beginning retroactively for the quarter ended December 31, 2018. |
As of June 30, 2019, the following stock options were outstanding for each of our directors: Andrew J. Miclot – 60,000, Richard B. Miles – 74,400, Peter H. Woodward – 90,000.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth information regarding our common stock owned as of the close of business on May 21, 2020 by the following persons: (i) each person who is known by us to own beneficially more than 5% of our common stock, (ii) each of our directors who beneficially owns our common stock, (iii) each of our Named Executive Officers who beneficially own our common stock and (iv) all executive officers and directors, as a group, who beneficially own our common stock. The information on beneficial ownership in the table and footnotes thereto is based upon data furnished to us by, or on behalf of, the persons listed in the table.
We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.
In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of common stock subject to options held by that person or group that are currently exercisable or exercisable within 60 days after May 21, 2020. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person or group.
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Stockholders Known by Us to Own Over 5% of Our Common Stock
| Amount of beneficial ownership (1) | Percent of | |||||||||||||||
| Name and Address of Beneficial Owner | Shares Owned | Shares – Rights to Acquire |
Total Number |
Shares Beneficially Owned (2) |
||||||||||||
| Dolphin Offshore Partners LP (3) 4828 First Coast Highway, STE 5 Fernandina, FL 32034 |
2,070,625 | 0 | 2,070,625 | 15.7% | ||||||||||||
| Stuart L Sternberg (4) 85 Bellevue Ave Rye, NY 10580 |
1,235,784 | 0 | 1,235,784 | 9.4% | ||||||||||||
| Sandra F. and Norman H. Pessin (5) 500 Fifth Avenue, Suite 2240 New York, NY 10110 |
1,196,595 | 0 | 1,196,595 | 9.1% | ||||||||||||
|
Hershey Strategic Capital, LP (6) 888 7th Ave., 17th Floor New York, New York 10019 |
1,006,480 | 0 | 1,006,480 | 7.6% | ||||||||||||
|
MHW Partners, L.P. (7) 150 East 52nd Street 30th Fl. New York, New York 10022 |
|
674,013 | 120,000 | 794,013 | 6.0% | |||||||||||
______________________
| (1) | Represents shares with respect to which each beneficial owner listed has or will have, upon acquisition of such shares upon exercise or conversion of options, warrants, conversion privileges or other rights exercisable within 60 sixty days, sole voting and investment power. For the purposes of this table, we have not assumed the limitations on exercise set forth in certain options, which limit the number of shares of common stock that the holder, together with all other shares of common stock beneficially owned by such person, does not exceed 4.999% of the total outstanding shares of common stock. |
| (2) | As of May 21, 2020, there were 13,191,789 issued shares of our common stock issued and outstanding. Percentages are calculated on the basis of the amount of issued and outstanding common stock plus, for each person or group, any securities that such person or group has the right to acquire within 60 days pursuant to options, warrants, conversion privileges or other rights. |
| (3) |
We relied, in part, on the Schedule 13D/A filed jointly by Dolphin Offshore Partners, L.P., Dolphin Mgmt. Services, Inc. and Peter E. Salas on December 27, 2017 for this information.
Dolphin Offshore Partners, L.P., a Delaware limited partnership, is an investment manager. Dolphin Mgmt. Services, Inc., a Delaware corporation, is the managing general partner of Dolphin Offshore Partners, L.P. Peter E. Salas is the President, sole shareholder and controlling person of Dolphin Mgmt. Services, Inc. Peter Salas is a U.S. citizen.
|
| Dolphin Offshore Partners, L.P., Dolphin Mgmt. Services, Inc. and Peter E. Salas each may be deemed to beneficially own an aggregate of 2,070,625 shares of common stock. Dolphin Offshore Partners, L.P., Dolphin Mgmt. Services, Inc. and Peter E. Salas each may be deemed to have shared power to vote or direct the vote, and dispose or direct the disposition, of all such shares of common stock. | |
| (4) | We relied, in part, on the Schedule 13G/A filed by Stuart Sternberg on February 5, 2020, for this information. |
| 37 |
| (5) | We relied, in part, on a Schedule 13D/A filed jointly with the SEC on July 5, 2019 by Sandra F. Pessin and Norman H. Pessin. Mr. and Mrs. Pessin are married and considered to beneficially hold each other’s shares. Ms. Pessin owns 963,334 shares and Mr. Pessin owns 233,625 shares for a combined beneficial ownership of 1,196,959 shares. |
| (6) |
We relied, in part, on the Schedule 13D/A jointly filed by Hershey Strategic Capital, LP, Hershey Management I, LLC and Hershey Strategic Capital GP, LLC on October 10, 2017 for this information.
Hershey Management I, LLC, a Delaware limited liability company, is the investment advisor of Hershey Strategic Capital, LP, a Delaware limited partnership. Hershey Strategic Capital GP, LLC, a Delaware limited liability company, is the general partner of Hershey Strategic Capital, LP. Adam Hershey is the sole managing member of both Hershey Management I, LLC and Hershey Strategic Capital GP, LLC. As the investment advisor, Hershey Management I, LLC has the voting and dispositive power with respect to all of the shares of common stock owned by Hershey Strategic Capital, LP. On July 9, 2014, Richard E. Forkey resigned as a director and Hershey Strategic Capital, LP designated Peter H. Woodward and Dr. Kenneth S. Schwartz to our Board of Directors and such designees were so appointed.
Pursuant to the securities purchase agreement among us and several investors dated July 1, 2014, Hershey Strategic Capital, LP is entitled to designate two members of our Board of Directors, one of whom will be Chairman. If either of the directors designated by Hershey Strategic Capital, LP resigns from the Board of Directors before the third anniversary of the closing date of the transaction reflected in the purchase agreement, Hershey Strategic Capital, LP has the right to appoint an additional member of our Board of Directors, provided that funds and accounts managed Hershey Strategic Capital, LP at such time own more than one-half the number of shares purchased by Hershey Strategic Capital, LP in the transaction.
Hershey Strategic Capital, LP beneficially owns 1,006,480 shares of common stock. Hershey Strategic Capital, LP is managed by Adam Hershey, and in such capacity, Mr. Hershey holds the power to vote and direct the disposition of all shares of common stock owned by Hershey Strategic Capital, LP. Hershey Management I disclaims beneficial ownership in the shares. |
| (7) |
We relied, in part, on a Form 4 filed with the SEC on December 1, 2016 by Peter H. Woodward, on a Schedule 13D/A jointly filed with the SEC on November 3, 2015 by MHW Partners, L.P., MHW Capital, LLC, MHW Capital Management, LLC, and on a Form 4 filed with the SEC on October 26, 2015 by Peter H. Woodward for this information.
MHW Partners, L.P. is a Delaware limited partnership. MHW Capital, LLC is a Delaware limited liability company. MHW Capital Management, LLC is a Delaware limited liability company. MHW Capital, LLC is the general partner of MHW Partners, L.P. Mr. Woodward is the principal of MHW Capital Management, LLC and MHW Capital, LLC and in such capacity, Mr. Woodward holds the power to vote and direct the disposition of all shares of common stock owned by MHW Partners, L.P. MHW Partners, L.P., MHW Capital, LLC, MHW Capital Management, LLC and Mr. Woodward share the power to vote and direct the disposition of all shares of common stock owned by MHW Partners, L.P. Mr. Woodward is a citizen of the United States and our current Chairman of our Board of Directors. |
| MHW Partners, L.P. beneficially owns 674,013 shares of common stock, and 120,000 shares that may be acquired upon the exercise of outstanding stock options held by Mr. Woodward. The options vested in three installments: one-third vested immediately on the date of grant; one-third vested on May 18, 2016; the remaining one-third vested on May 18, 2017. The options have an exercise price of $0.73 and expire on May 18, 2025. However, the aggregate number of shares of common stock into which such warrants and options are exercisable, and which MHW Partners, L.P. has the right to acquire beneficial ownership, is limited to the number of shares of common stock that, together with all other shares of common stock beneficially owned by MHW Partners, L.P., does not exceed 4.999% of the total outstanding shares of common stock. Accordingly, such warrants and options are not currently exercisable into common stock until the actual shares of common stock held by MHW Partners, L.P. is less than 4.999% of the total outstanding shares of common stock. MHW Partners, L.P. may waive this 4.999% restriction with 61 days’ notice to us. |
| 38 |
Officers and Directors
| Amount of beneficial ownership (2) | Percent of | |||||||||||||||||
| Name and address of beneficial owner (1) | Nature of beneficial ownership | Shares Owned |
Shares – Rights to Acquire |
Total Number |
Shares Beneficially Owned (3) |
|||||||||||||
| Joseph N. Forkey (4) | Chief Executive Officer, President, Treasurer and Director | 333,620 | 500,000 | 833,620 | 6.1% | |||||||||||||
| Peter H. Woodward (5) | Chairman of the Board of Directors | 674,013 | 120,000 | 794,013 | 6.0% | |||||||||||||
| Richard B. Miles (6) | Director | 15,112 | 94,400 | 109,512 | * | |||||||||||||
| Andrew J. Miclot (7) | Director | 0 | 80,000 | 80,000 | * | |||||||||||||
| Daniel Habhegger (8) | Chief Financial Officer, Secretary | 0 | 100,000 | 100,000 | * | |||||||||||||
| Richard G. Cyr (9) | Optics Laboratory Manager | 0 | 100,000 | 100,000 | * | |||||||||||||
| Jeffrey L. DiRubio (10) | Vice President, Sales & Marketing | 186,000 | 100,000 | 286,000 | 2.2% | |||||||||||||
| All directors and executive officers as a group | 1,208,745 | 1,094,400 | 2,303,145 | 16.1% | ||||||||||||||
* Percentage of shares beneficially owned does not exceed one percent of issued and outstanding shares of stock.
_______________________
| (1) | Unless otherwise stated, the address of each beneficial owners listed on the table is c/o Precision Optics Corporation, Inc., 22 East Broadway, Gardner, MA 01440. |
| (2) | Represents shares with respect to which each beneficial owner listed has or will have, upon acquisition of such shares upon exercise or conversion of options, warrants, conversion privileges or other rights exercisable within 60 sixty days, sole voting and investment power. |
| (3) | As of May 21, 2020, we had 13,191,789 shares of our common stock issued and outstanding. Percentages are calculated on the basis of the amount of issued and outstanding common stock plus, for each person or group, any securities that such person or group has the right to acquire within 60 days of May 21, 2020 pursuant to options, warrants, conversion privileges or other rights. |
| (4) | Dr. Forkey is a member of our Board of Directors and serves as our Chief Executive Officer, President and Treasurer. Dr. Forkey’s beneficial ownership consists of (a) 333,620 shares of common stock held in joint ownership with his wife, Heather Forkey, with whom he shares voting and dispositive control, and (b) 500,000 shares of common stock that may be acquired upon the exercise of outstanding stock options. |
| (5) | Mr. Peter Woodward is the Chairman of our Board of Directors. Mr. Woodward is the managing member and general partner of MHW Partners and in such capacity, Mr. Woodward holds the power to vote and direct the disposition of all shares of common stock owned by MHW Partners. On September 28, 2012, MHW Partners purchased 222,223 shares of our common stock, and warrants to purchase up to 168,386 shares of our common stock at an exercise price of $1.11 per share, subject to adjustment and a call provision if certain market price targets are reached, and an expiration date of September 28, 2017. On July 2, 2014, MHW Partners purchased 125,000 shares of common stock. On October 19, 2015, MHW Partners purchased 100,000 shares of common stock. On November 22, 2016 MHW Partners purchased 156,667 shares of common stock, and warrants to purchase 78,333 shares of common stock at an exercise at a variable exercise price subject to the Companies achievement of certain performance criteria. Mr. Woodward exercised the 78,333 November 22, 2016 warrants on October 16, 2017 at $0.01 per share. Mr. Woodward’s beneficial ownership consists of (a) 674,013 shares of common stock held through MHW Partners, L.P., and (b) 120,000 shares of common stock which may be acquired upon the exercise of outstanding stock options. |
| 39 |
| (6) | Mr. Miles is a member of our Board of Directors. Mr. Miles’ beneficial ownership consists of (a) 15,112 shares of common stock, and (b) 94,400 shares of common stock that may be acquired upon the exercise of outstanding stock options. |
| (7) | Mr. Andrew Miclot is a member of our Board of Directors. Mr. Miclot’s beneficial ownership consists of 80,000 shares that may be acquired upon the exercise of outstanding stock options. |
| (8) | Mr. Habhegger is our Chief Financial Officer. Mr. Habhegger’s beneficial ownership consists of 100,000 shares of common stock that may be acquired upon the exercise of outstanding stock options. |
| (9) | Mr. Cyr is our Optics Laboratory Manager and is considered a “named executive officer” as defined in Item 402(a)(3) of Regulation S-K. Mr. Cyr’s beneficial ownership consists of 55,000 shares of common stock that may be acquired upon the exercise of outstanding stock options. |
| (10) | Mr. DiRubio became our Vice President, Sales & Marketing effective May 1, 2019. Mr. DiRubio’s beneficial ownership consists of (a) 186,000 shares of common stock, and (b) 100,000 shares of common stock that may be acquired upon the exercise of outstanding stock options. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain Relationships and Related Transactions
Since the beginning of the last fiscal year we had the following related party transactions.
Transactions with Officers and Directors
We issued warrants to purchase 666,667 shares of our common stock in conjunction with the sale of our common stock in the November 2016 private placement. All 666,667 warrants were exercised in October 2017, by payment of $0.01 per share or an aggregate purchase price of $6,667. Our Chairman of the Board Mr. Woodward, as principal of MHW Partners, L.P., purchased 156,667 units at an aggregate purchase price of $94,000 in the November 2016 private placement and exercised warrants at 0.01 per share for an additional 78,333 shares in October 2017.
In March 2019 our board of directors approved the payment of $10,000 per quarter to our Chairman of the Board for the performance of services to the Company beginning retroactively for the quarter ended December 31, 2018. The agreement has no maturity date and $20,000 was paid prior to June 30, 2019 and $10,000 is included in accounts payable at June 30, 2019.
Transactions with Stockholders Known by the Company to Own 5% or More of the Company’s Common Stock
In October 2017 Dolphin Offshore Partners L.P. and Hershey Strategic Capital, L.P. exercised warrants pursuant to the November 2016 private placement described above for 458,334 and 62,500 shares, respectively, at aggregate purchase prices of $4,583 and $625, respectively. At the time of these transactions, both Dolphin Offshore Partners L.P. and Hershey Strategic Capital, L.P. were beneficial owners of more than 5% of outstanding common stock.
At June 30, 2019, we received payments for common stock subscriptions totaling $925,000 at $1.25 per share. On July 1, 2019, we received $950,000 and closed the private placement on that date by issuing 760,000 unregistered common shares. The placement proceeds were used to partially fund the business acquisition of the Ross Optical division closed on July 1, 2019 with an effective date of June 1, 2019. In conjunction with the placement, we also entered into a registration rights agreement with the investors requiring submission of a registration statement with the Securities and Exchange Commission within 120 days of the placement. Ms. Sandra Pessin acquired 200,000 shares in this placement for $250,000 or $1.25 per share, and at that time Ms. Pessin was owner of more than 5% of the Company’s outstanding common stock.
| 40 |
On April 14, 2020, Hershey Strategic Capital, LP acquired 20,000 shares of common stock at a purchase price of $1.25 per share in the April 2020 private placement. Hershey Strategic Capital, LP now beneficially owns 1,006,480 shares of common stock. At the time of this transaction, Hershey Strategic Capital, L.P. was a beneficial owner of more than 5% of outstanding common stock.
During fiscal year ended June 30, 2019, the Board of Directors determined that Messrs. Richard B. Miles, and Andrew J. Miclot were “independent” as defined under the standards of independence set forth in the Nasdaq Listing Rules and the rules under the Securities Exchange Act of 1934.
Certain legal matters in connection with the securities will be passed upon for us by the law firm of Trombly Business Law, P.C., 1314 Main Street, Suite 102, Louisville, CO 80027. Ms. Trombly, the principal of Trombly Business Law, P.C., will not receive a direct or indirect interest in our Company and has never been a promoter, underwriter, voting trustee, director, officer, or employee of our Company. Nor does Ms. Trombly have any contingent based agreement with us or any other interest in or connection to us.
The June 30, 2019 and 2018 financial statements included in this prospectus have been audited by Stowe & Degon LLC, independent auditors, and have been included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. Stowe & Degon LLC, has no direct or indirect interest in us, nor were they a promoter or underwriter.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
We have been advised that, in the opinion of the Securities and Exchange Commission, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.
| 41 |
Index to Financial Statements
| F-1 |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of
Precision Optics Corporation, Inc.:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Precision Optics Corporation, Inc. as of June 30, 2019 and 2018 and the related consolidated statements of operations, changes in stockholder’s equity, cash flows, for each of the two years in the period ended June 30, 2019 and the related notes (collectively referred to as “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2019 and 2018 and the results of its operations and its cash flows for the periods then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Stowe & Degon LLC
Westborough, Massachusetts
September 26, 2019
We have served as the Company’s auditors since 2008.
| F-2 |
PRECISION OPTICS CORPORATION, INC. AND SUBSIDIARIES
Consolidated Balance Sheets at June 30, 2019 and 2018
| 2019 | 2018 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | 2,288,426 | $ | 402,738 | ||||
| Accounts receivable (net of allowance for doubtful accounts of $246,953 at June 30, 2019 and $232,500 at June 30, 2018) | 2,165,107 | 796,923 | ||||||
| Inventories | 1,734,604 | 1,144,068 | ||||||
| Prepaid expenses | 180,336 | 70,991 | ||||||
| Total current assets | 6,368,473 | 2,414,720 | ||||||
| Fixed Assets: | ||||||||
| Machinery and equipment | 2,748,715 | 2,511,638 | ||||||
| Leasehold improvements | 668,446 | 553,596 | ||||||
| Furniture and fixtures | 168,450 | 148,303 | ||||||
| 3,585,611 | 3,213,537 | |||||||
| Less—Accumulated depreciation and amortization | 3,202,605 | 3,164,051 | ||||||
| Net fixed assets | 383,006 | 49,486 | ||||||
| Patents, net | 54,087 | 47,275 | ||||||
| Goodwill | 687,664 | – | ||||||
| TOTAL ASSETS | $ | 7,493,230 | $ | 2,511,481 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Current portion of capital lease obligation | $ | 9,572 | $ | 8,962 | ||||
| Accounts payable | 1,174,263 | 703,538 | ||||||
| Customer advances | 450,192 | 857,842 | ||||||
| Accrued compensation and other | 533,944 | 362,502 | ||||||
| Amount due for business acquisition | 1,443,341 | – | ||||||
| Total current liabilities | 3,611,312 | 1,932,844 | ||||||
| Capital lease obligation, net of current portion | 5,027 | 14,601 | ||||||
| Acquisition earn out liability | 500,000 | – | ||||||
| Stockholders’ Equity: | ||||||||
| Common stock, $0.01 par value: 50,000,000 shares authorized; issued and outstanding – 12,071,139 shares at June 30, 2019 and 10,197,139 shares at June 30, 2018 | 120,712 | 101,972 | ||||||
| Additional paid-in capital | 48,893,172 | 45,484,186 | ||||||
| Accumulated deficit | (45,636,993 | ) | (45,022,122 | ) | ||||
| Total stockholders’ equity | 3,376,891 | 564,036 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 7,493,230 | $ | 2,511,481 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
PRECISION OPTICS CORPORATION, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
for the Years Ended June 30, 2019 and 2018
| 2019 | 2018 | |||||||
| Revenues | $ | 6,804,169 | $ | 4,038,048 | ||||
| Cost of goods sold | 4,681,691 | 2,556,130 | ||||||
| Gross profit | 2,122,478 | 1,481,918 | ||||||
| Research and development expenses, net | 505,300 | 456,377 | ||||||
| Selling, general and administrative expenses | 2,101,610 | 1,374,160 | ||||||
| Business acquisition expenses | 128,111 | – | ||||||
| Total operating expenses | 2,735,021 | 1,830,537 | ||||||
| Operating loss | (612,543 | ) | (348,619 | ) | ||||
| Interest expense | (1,416 | ) | (1,859 | ) | ||||
| Loss before provision for income taxes | (613,959 | ) | (350,478 | ) | ||||
| Provision for income taxes | 912 | 912 | ||||||
| Net loss | $ | (614,871 | ) | $ | (351,390 | ) | ||
| Loss per share: | ||||||||
| Basic and fully diluted | $ | (0.05 | ) | $ | (0.04 | ) | ||
| Weighted average common shares outstanding: | ||||||||
| Basic and fully diluted | 11,486,079 | 9,826,151 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
PRECISION OPTICS CORPORATION, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity
for the Years Ended June 30, 2019 and 2018
| Number of Shares | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||
| Balance, July 1, 2017 | 8,872,916 | $ | 88,729 | $ | 45,140,383 | $ | (44,670,732 | ) | $ | 558,380 | ||||||||||
| Proceeds from private placement of common stock, net of issuance costs of $2,963 | 555,556 | 5,556 | 241,482 | – | 247,038 | |||||||||||||||
| Proceeds from exercise of stock purchase warrants | 666,667 | 6,667 | – | – | 6,667 | |||||||||||||||
| Issuance of common stock for consulting services | 102,000 | 1,020 | 49,980 | – | 51,000 | |||||||||||||||
| Stock-based compensation | – | – | 52,341 | – | 52,341 | |||||||||||||||
| Net loss | – | – | – | (351,390 | ) | (351,390 | ) | |||||||||||||
| Balance, June 30, 2018 | 10,197,139 | $ | 101,972 | $ | 45,484,186 | $ | (45,022,122 | ) | $ | 564,036 | ||||||||||
| Proceeds from private placement of common stock, net of issuance costs of $12,250 | 1,600,000 | 16,000 | 1,971,750 | – | 1,987,750 | |||||||||||||||
| Proceeds from exercise of stock options | 74,000 | 740 | 53,160 | – | 53,900 | |||||||||||||||
| Issuance of common stock for services | 200,000 | 2,000 | 208,000 | – | 210,000 | |||||||||||||||
| Proceeds from private placement of common stock subscribed, net of estimated issuance costs of $12,250 | – | – | 912,750 | – | 912,750 | |||||||||||||||
| Stock-based compensation | – | – | 263,326 | – | 263,326 | |||||||||||||||
| Net loss | – | – | – | (614,871 | ) | (614,871 | ) | |||||||||||||
| Balance, June 30, 2019 | 12,071,139 | $ | 120,712 | $ | 48,893,172 | $ | (45,636,993 | ) | $ | 3,376,891 | ||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
PRECISION OPTICS CORPORATION, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows for the
Years Ended June 30, 2019 and 2018
| 2019 | 2018 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | (614,871 | ) | $ | (351,390 | ) | ||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities- | ||||||||
| Depreciation and amortization | 38,554 | 27,216 | ||||||
| Provision for doubtful accounts receivable | 8,083 | 227,500 | ||||||
| Stock-based compensation expense | 473,326 | 52,341 | ||||||
| Non-cash consulting expense | – | 2,400 | ||||||
| Changes in operating assets and liabilities, net of effects of business acquisition- | ||||||||
| Accounts receivable | (723,369 | ) | (555,875 | ) | ||||
| Inventories | 137,510 | (88,621 | ) | |||||
| Prepaid expenses | (106,456 | ) | (15,006 | ) | ||||
| Accounts payable | 69,365 | 48,580 | ||||||
| Customer advances | (432,000 | ) | 677,705 | |||||
| Accrued compensation and other | 118,165 | 75,807 | ||||||
| Net cash provided by (used in) operating activities | (1,031,693 | ) | 100,657 | |||||
| Cash Flows from Investing Activities: | ||||||||
| Cash acquired in business acquisition, net of $56,659 paid at year end | 106,545 | – | ||||||
| Additional patent costs | (6,812 | ) | (17,189 | ) | ||||
| Purchases of fixed assets | (140,038 | ) | (4,448 | ) | ||||
| Net cash used in investing activities | (40,305 | ) | (21,637 | ) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Payment of capital lease obligation | (8,964 | ) | (8,392 | ) | ||||
| Gross proceeds from private placements of common stock | 2,925,000 | 210,001 | ||||||
| Gross proceeds from exercise of stock options and warrants | 53,900 | 6,667 | ||||||
| Private placement expenses paid | (12,250 | ) | (2,963 | ) | ||||
| Net cash provided by financing activities | 2,957,686 | 205,313 | ||||||
| Net increase in cash and cash equivalents | 1,885,688 | 284,333 | ||||||
| Cash and cash equivalents, beginning of year | 402,738 | 118,405 | ||||||
| Cash and cash equivalents, end of year | $ | 2,288,426 | $ | 402,738 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid during the year for income taxes | $ | 912 | $ | 912 | ||||
| Supplemental disclosure of non-cash financing activities: | ||||||||
| Issuance of common stock for services | $ | 210,000 | $ | 51,000 | ||||
| Private placement expenses incurred but not yet paid | $ | 12,250 | $ | – | ||||
| Issuance of common stock in settlement of accounts payable | $ | – | $ | 40,000 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
PRECISION OPTICS CORPORATION, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
| (1) | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| (a) | Nature of Business |
Precision Optics Corporation, Inc. (the “Company”) designs, develops, manufactures and sells specialized optical and illumination systems and related components. The Company conducts business in one industry segment only and its customers are primarily domestic. The Company performs advanced optical and illumination system design, development, assembly and manufacturing services, and sources for resale specialized optical components for products that fall into two principal areas: (i) medical products for use by hospitals and physicians; and (ii) products used by military and industrial customers.
| (b) | Principles of Consolidation |
The accompanying consolidated financial statements include the accounts of the Company and its two wholly-owned subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation.
Certain balance sheet items in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. This reclassification had no effect on the previously reported net loss.
| (c) | Revenues |
On July 1, 2018, the Company adopted ASU 2014-09 Revenue from Contracts with Customers (ASC 606) using the modified retrospective method for contracts that were not completed as of July 1, 2018, whereby 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 almost exclusively 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.
Revenues represent the amount of consideration the Company expects to receive from customers in exchange for transferring products and services. Other selling costs to obtain and fulfill contracts are expensed as incurred due to the short-term nature of a majority of its revenues. 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 revenues.
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. Revenues are comprised of the following for the fiscal years ended June 30, 2019 and 2018:
| 2019 | 2018 | |||||||
| Engineering Design Services | $ | 1,313,543 | $ | 1,283,534 | ||||
| Optical Components | 1,821,889 | 1,226,190 | ||||||
| Medical Device Products and Assemblies | 3,668,737 | 1,528,324 | ||||||
| Total Revenues | $ | 6,804,169 | $ | 4,038,048 | ||||
| F-7 |
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 June 30, 2019, there were no contract assets recorded in the Company’s Consolidated Balance Sheets.
The Company’s contract liabilities arise as a result of unearned revenue received from customers at inception of contracts or where the timing of billing for services precedes satisfaction of the Company’s performance obligations. The Company generally satisfies performance obligations within one year from the contract inception date. As of July 1, 2018, contract liabilities were $857,842, which were recorded as customer advances in the Company’s Consolidated Balance Sheets, of which $768,408 was recognized in sales during the fiscal year ended June 30, 2019. As of June 30, 2019, contract liabilities recorded as customer advances were $450,192.
| (d) | Cash and Cash Equivalents |
The Company includes in cash equivalents all highly liquid investments with original maturities of three months or less at the time of acquisition. Cash and cash equivalents of $2,288,426 and $402,738 at June 30, 2019 and 2018, respectively, consist primarily of cash at banks and money market funds. The Company maintains its cash and cash equivalents in bank deposit accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on its cash and cash equivalents.
| (e) | Inventories |
Inventories are stated at the lower of cost (first-in, first-out) and net realizable value and include material, labor and manufacturing overhead. The components of inventories at June 30, 2019 and 2018 are as follows:
| 2019 | 2018 | |||||||
| Raw material | $ | 578,856 | $ | 500,908 | ||||
| Work-in-progress | 409,019 | 434,536 | ||||||
| Finished goods | 746,729 | 208,624 | ||||||
| $ | 1,734,604 | $ | 1,144,068 | |||||
The Company provides for estimated obsolescence on unmarketable inventory based upon assumptions about future demand and market conditions. If actual demand and market conditions are less favorable than those projected by management, additional inventory write-downs may be required. Inventory, once written down, is not subsequently written back up, as these adjustments are considered permanent adjustments to the carrying value of the inventory.
| F-8 |
| (f) | Property and Equipment |
Property and equipment are recorded at cost. Maintenance and repair items are expensed as incurred. The Company provides for depreciation and amortization by charges to operations, using the straight-line and declining-balance methods, which allocate the cost of property and equipment over the following estimated useful lives:
| Asset Classification | Estimated Useful Life | |
| Machinery and equipment | 2-7 years | |
| Leasehold improvements | Shorter of lease term or estimated useful life | |
| Furniture and fixtures | 5 years | |
| Vehicles | 3 years |
Depreciation and amortization expense was $38,554 and $27,216 for the years ended June 30, 2019 and 2018, respectively.
| (g) | Significant Customers and Concentration of Credit Risk |
Financial instruments that subject the Company to credit risk consist primarily of cash equivalents and trade accounts receivable. The Company places its investments with highly rated financial institutions. The Company has not experienced any losses on these investments to date. At June 30, 2019, the Company’s largest customer account receivable balance was 12% of total accounts receivable. At June 30, 2018, receivables from the Company’s four largest customer account receivable balances were 22%, 16%, 13%, and 13%, respectively, of total accounts receivable. No other customer accounted for more than 10% of the Company’s receivables as of June 30, 2019 and 2018.
The allowance for doubtful accounts receivable was increased to $246,953 at June 30, 2019 from $232,500 at June 30, 2018 in order to specifically reserve for various accounts receivable balances generated in the Ross Optical division. $227,500 of the reserve was established in fiscal 2018 relating to one specific customer. Other than these doubtful accounts receivable, the Company has not experienced any material losses related to accounts receivable from individual customers. The Company generally does not require collateral or other security as a condition of sale, rather it relies on credit approval, balance limitation and monitoring procedures to control credit risk in trade account financial instruments. Management believes the allowance for doubtful accounts, which is established based upon review of specific account balances and historical experience, is adequate at June 30, 2019.
Revenues from the Company’s largest customers, as a percentage of total revenues, were as follows:
| 2019 | 2018 | |||||||
| Customer A | 8% | 16% | ||||||
| Customer B | 6% | 14% | ||||||
| Customer C | 18% | 8% | ||||||
| Customer D | 13% | 5% | ||||||
| Customer E | 11% | 4% | ||||||
| All Others | 44% | 53% | ||||||
| 100% | 100% | |||||||
No other customer accounted for more than 10% of the Company’s revenues in fiscal years 2019 and 2018.
| F-9 |
| (h) | 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 or net 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 and warrants. For the year ended June 30, 2019 and 2018, the effect of such securities was antidilutive and not included in the diluted calculation because of the net loss generated in those periods.
The following is the calculation of loss per share for the years ended June 30, 2019 and 2018:
| Year Ended June 30 | ||||||||
| 2019 | 2018 | |||||||
| Net Loss– Basic and Diluted | $ | (614,871 | ) | $ | (351,390 | ) | ||
| Basic Weighted Average Shares Outstanding | 11,486,079 | 9,826,151 | ||||||
| Potentially Dilutive Securities | – | – | ||||||
| Diluted Weighted Average Shares Outstanding | 11,486,079 | 9,826,151 | ||||||
| Loss Per Share | ||||||||
| Basic | $ | (0.05 | ) | $ | (0.04 | ) | ||
| Diluted | $ | (0.05 | ) | $ | (0.04 | ) | ||
The number of shares issuable upon the exercise of outstanding stock options and warrants that were excluded from the computation as their effect was antidilutive was approximately 1,819,500 and 4,530,513 for the years ended June 30, 2019 and 2018, respectively.
| (i) | Stock-Based Compensation |
The measurement and recognition of compensation costs for all stock-based awards made to employees and the Board of Directors are based upon fair value over the requisite service period for awards expected to vest. The Company estimates the fair value of share-based awards on the date of grant using the Black-Scholes option-pricing model. Stock-based compensation costs recognized for the years ended June 30, 2019 and 2018 amounted to $473,326 and $52,341, respectively.
| (j) | 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 during the years ended June 30, 2019 or 2018.
| F-10 |
| (k) | Fair Value of Financial Instruments |
Financial instruments consist principally of cash and cash equivalents, accounts receivable and accounts payable. The estimated fair value of these financial instruments approximates their carrying value due to their short-term nature.
| (l) | Warranty Costs |
The Company does not incur future performance obligations in the normal course of business other than providing a standard one-year warranty on materials and workmanship to its customers (except in certain unusual and infrequently occurring situations where extended warranty terms beyond one year are negotiated with the customer). The Company provides for estimated warranty costs at the time product revenue is recognized. Warranty costs have been included as a component of cost of goods sold in the accompanying consolidated statements of operations. The following tables summarize warranty reserve activity for the years ended June 30, 2019 and 2018:
| 2019 | 2018 | |||||||
| Balance at beginning of period | $ | 25,000 | $ | 25,000 | ||||
| Provision for warranty claims | 5,791 | 6,109 | ||||||
| Warranty claims incurred | (5,791 | ) | (6,109 | ) | ||||
| Balance at end of period | $ | 25,000 | $ | 25,000 | ||||
| (m) | Research and Development |
Research and development expenses are charged to operations as incurred. The Company groups development and prototype costs and related reimbursements in research and development. There were no reimbursements for research and development recorded in research and development for the years ended June 30, 2019 and 2018.
| (n) | Comprehensive Income |
Comprehensive income or loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owners sources. The Company’s comprehensive loss or income for the years ended June 30, 2019 and 2018 was equal to its net loss for the same periods.
| (o) | 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 carry-forwards. 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.
| F-11 |
| (p) | Segment Reporting |
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions about how to allocate resources and assess performance. The Company’s chief decision-maker is its Chief Executive Officer. To date, the Company has viewed its operations and manages its business as principally one segment. For all periods presented, over 90% of the Company’s sales have been to customers in the United States.
| (q) | Use of Estimates |
The preparation of financial statements in conformity with accounting standards generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
| (r) | Recent Accounting Pronouncements |
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This guidance establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations and comprehensive income. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently assessing the potential impact of this ASU on its consolidated financial statements and footnote disclosures and intends to implement it in the first interim period following the year ended June 30, 2019.
| (2) | BUSINESS ACQUISITION |
On July 1, 2019 the Company acquired the operating assets of Ross Optical Industries, Inc. of El Paso, Texas, a supplier of custom and catalogue optical components sourced through an extensive network of worldwide specialized vendors and sold for industrial, military and medical applications. The acquisition had an effective date of June 1, 2019, and a purchase price of up to $2,000,000. Pursuant to the agreement $1,500,000 was owed at closing subject to certain holdback terms, of which $1,443,341 remained owed and is recorded as a current liability in the accompanying balance sheet at June 30, 2019. The Company agreed to pay the remaining $500,000 as an earn-out contingent upon the satisfaction of certain financial thresholds consisting of mutually agreed upon revenue and gross margin targets of the Ross Optical division over a term of three years, beginning on July 1, 2019 at a rate of up to $166,666 per year. The $500,000 earn out obligation is recorded as a long-term liability in the accompanying balance sheet at June 30, 2019.
To partially fund the acquisition the Company raised gross proceeds of $950,000 on July 1, 2019 through the sale of 760,000 shares of its common stock. See Note 4(f).
| F-12 |
| (a) | Purchase Price Allocation and Goodwill |
The allocation of purchase price is preliminary and subject to change based on future payments made for the earn-out contingent liability. Any unearned portions of the earn-out liability will be recognized in earnings. The acquired assets, contingent consideration and assumed liabilities at the effective date of acquisition include the following:
| At Acquisition Effective Date June 1, 2019 | Amount | |||
| Cash and cash equivalents | $ | 163,204 | ||
| Trade accounts receivable, net | 652,898 | |||
| Inventories | 728,046 | |||
| Other current assets | 2,889 | |||
| Fixed assets | 232,036 | |||
| Total Assets Acquired | 1,779,073 | |||
| Accounts payable | 401,360 | |||
| Customer advances | 24,350 | |||
| Accrued compensation and other | 41,027 | |||
| Total Liabilities Assumed | 466,737 | |||
| Net assets acquired | 1,312,336 | |||
| Goodwill | 687,664 | |||
| Total Purchase Price-Initial and Contingent Consideration | $ | 2,000,000 | ||
| (b) | Consolidated Pro Forma Results |
Consolidated unaudited pro forma results of operations for the Company are presented below assuming that the acquisition of the Ross Optical division has occurred on July 1, 2017. Pro forma operating results include net adjustments resulting from the acquisition transaction and reducing operating expenses by $447,722 and $364,149 during the years ended June 30, 2019 and 2018, respectively.
| 2019 | 2018 | |||||||
| Revenues | $ | 10,539,623 | $ | 7,932,325 | ||||
| Net Income | $ | 121,946 | $ | 472,317 | ||||
| Earnings per Share | ||||||||
| Basic | $ | 0.01 | $ | 0.05 | ||||
| Fully Diluted | $ | 0.01 | $ | 0.05 | ||||
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 are achievable.
| F-13 |
| (3) | COMMITMENTS |
| (a) | Related Party Transactions |
Transactions with Officers and Directors
Warrants to purchase 666,667 shares of the Company’s common stock were issued in conjunction with the sale the Company’s common stock in November, 2016. All 666,667 warrants were exercised in October 2017, by payment to the Company of $0.01 per share or an aggregate purchase price of $6,667. Pursuant to the above transaction, the Company’s Chairman of the Board Mr. Woodward, as principal of MHW Partners, L.P., purchased 156,667 units at an aggregate purchase price of $94,000 in November 2016 and exercised warrants at 0.01 per share for an additional 78,333 shares in October 2017.
In March 2019 the Company’s board of directors approved the payment of $10,000 per quarter to the Company’s Chairman of the Board for the performance of services to the Company beginning retroactively for the quarter ended December 31, 2018. The agreement has no maturity date and $20,000 was paid prior to June 30, 2019 and $10,000 is included in accounts payable at June 30, 2019.
Transactions with Stockholders Known by the Company to Own 5% or More of the Company’s Common Stock
In October 2017 Dolphin Offshore Partners L.P. and Hershey Strategic Capital, L.P. exercised warrants pursuant to the November 2016 placement described above for 458,334 and 62,500 shares, respectively, at aggregate purchase prices of $4,583 and $625, respectively. At the time of these transactions, both Dolphin Offshore Partners L.P. and Hershey Strategic Capital, L.P. were beneficial owners of more than 5% of outstanding common stock.
At June 30, 2019 the Company had received payments for common stock subscriptions totaling $925,000 at $1.25 per share. On July 1, 2019 the Company received an additional $25,000 and closed the placement on that date by issuing 760,000 unregistered common shares. The placement proceeds were used to partially fund the business acquisition of the Ross Optical division. In conjunction with the placement, the Company also entered into a registration rights agreement with the investors requiring submission of a registration statement with the Securities and Exchange Commission within ninety days of the placement. Ms. Sandra Pessin acquired 200,000 shares in this placement for $250,000 or $1.25 per share, and at that time Ms. Pessin was owner of more than 5% of the Company’s outstanding common stock.
| F-14 |
| (b) | Capital Lease Obligation |
The Company entered into a five-year capital lease obligation in January 2016 for the acquisition of manufacturing equipment with payments totaling $51,252. At June 30, 2019, future minimum lease payments under the capital lease obligation are as follows:
| Fiscal Year Ending June 30: | Amount | |||
| 2020 | $ | 10,250 | ||
| 2021 | 5,126 | |||
| Total minimum payments | 15,376 | |||
| Less: amount representing interest | 777 | |||
| Present value of minimum lease payments | 14,599 | |||
| Less: current portion | 9,572 | |||
| $ | 5,027 | |||
The net book value of assets held under capital leases is $13,192 at June 30, 2019.
| (c) | Operating Lease Commitments |
The Company’s operating leases for its Gardner, Massachusetts office and production space and equipment expired at various dates during fiscal year 2017 and the Company is continuing those rents on a month to month tenant at will basis. Rent expense on operating leases, excluding the related party rent described above, was $58,228 and $58,100 for the years ended June 30, 2019 and 2018, respectively.
The Ross Optical division rents a single facility in El Paso, Texas from an unrelated party pursuant to an operating lease with the following non-cancellable minimum lease payments through May 2022.
| Fiscal Year Ending June 30: | Amount | |||
| 2020 | $ | 40,784 | ||
| 2021 | 41,803 | |||
| 2022 | 39,196 | |||
| Total minimum payments | $ | 121,783 | ||
In addition to the minimum lease payments, the Company also pays operating costs associated with the El Paso lease. Total rent expense for the month of June 2019 since the acquisition of the Ross Optical division and included in the accompanying statement of operations was $4,976.
| F-15 |
| (4) | STOCKHOLDERS’ EQUITY |
| (a) | Stock Options |
The following table summarizes stock-based compensation expense for the years ended June 30:
| 2019 | 2018 | |||||||
| Cost of Goods Sold | $ | 11,233 | $ | 8,669 | ||||
| Research and Development Expenses | 20,398 | 15,423 | ||||||
| Selling, General and Administrative Expenses | 231,695 | 28,249 | ||||||
| Stock Based Compensation Expense | $ | 263,326 | $ | 52,341 | ||||
(b) Common Stock Award
On August 2, 2018, the Company awarded its Chief Executive Officer 300,000 shares of common stock for services performed through June 30, 2018. As of June 30, 2019, 200,000 shares have been issued. The fair market value of the 300,000 shares on the award date equal to $210,000 has been recorded as general and administrative stock-based compensation expense in the quarter ended September 30, 2018.
No compensation has been capitalized because such amounts would have been immaterial. There was no net income tax benefit recognized related to such compensation for the years ended June 30, 2019 or 2018, as the Company is currently in a loss position. There were 831,000 stock options granted during the year ended June 30, 2019 and 40,000 stock options granted during the year ended June 30, 2018.
As of June 30, 2019, the unrecognized compensation costs related to options vesting in the future is $200,578. The Company uses the Black-Scholes option-pricing model as the most appropriate method for determining the estimated fair value for the stock awards. The Black-Scholes method of valuation requires several assumptions: (1) the expected term of the stock award; (2) the expected future stock volatility over the expected term; and (3) risk-free interest rate. The expected term represents the expected period of time the Company believes the options will be outstanding based on historical information. Estimates of expected future stock price volatility are based on the historic volatility of the Company’s common stock and the risk-free interest rate is based on the U.S. Zero-Bond rate. The Company utilizes a forfeiture rate based on an analysis of the Company’s actual experience. The fair value of options at date of grant was estimated with the following assumptions for options granted in fiscal year 2019:
| Year Ended | ||||
| June 30, 2019 | ||||
| Assumptions: | ||||
| Option life | 5.3 years | |||
| Risk-free interest rate | 3.0% | |||
| Stock volatility | 133% | |||
| Dividend yield | 0 | |||
| Weighted average fair value of grants | $ | 0.70 | ||
| F-16 |
Stock Option and Other Compensation Plans:
The type of share-based payments currently utilized by the Company is stock options.
The Company has various stock option and other compensation plans for directors, officers and employees. The Company has the following stock option plans outstanding as of June 30, 2019: The Precision Optics Corporation, Inc. 2011 Equity Incentive Plan (the “2011 Plan”) and the Precision Optics Corporation, Inc. 2006 Equity Incentive Plan (the “2006 Plan”). Vesting periods under the 2011 Plan and the 2006 Plan are at the discretion of the Board of Directors and typically average three and in some instances are subject to future performance criteria. Options under these Plans are granted at fair market value on the date of grant and typically have a term of ten years from the date of grant.
The 2011 Plan provides eligible participants (certain employees, directors, consultants, etc.) the opportunity to receive a broad variety of equity based and cash awards. Options granted vest and are exercisable for periods determined by the Board of Directors, not to exceed 10 years from the date of grant. On April 16, 2015, the Board of Directors approved an amendment to the 2011 Equity Incentive Plan which increased the maximum number of shares of the Company’s common stock that may be awarded under the Plan from 325,000 to 1,825,000, an increase of 1,500,000 shares. In connection therewith, on April 20, 2015, the Company filed a registration statement on Form S-8 to register the 1,500,000 shares of the Company’s common stock. On May 1, 2019, the Board of Directors approved an amendment to the 2011 Equity Incentive Plan which increased the maximum number of shares of our common stock that may be awarded under the Plan from 1,825,000 to 2,825,000, an increase of 1,000,000 shares. At June 30, 2019, a total of 1,702,102 stock options are outstanding and 655,898 shares of common stock were available for future grants under the 2011 Plan.
The 2006 Plan provides eligible participants (certain employees, directors, consultants, etc.) the opportunity to receive a broad variety of equity based and cash awards. Options granted vest and are exercisable for periods determined by the Board of Directors, not to exceed 10 years from the date of grant. At June 30, 2019, a total of 117,398 stock options are outstanding, and no shares of common stock are available for future grants under the 2006 Plan.
The following tables summarize stock option activity for the years ended June 30, 2019 and 2018:
| Options Outstanding | ||||||||||||
| Number of Shares | Weighted Average Exercise Price | Weighted Average Contractual Life | ||||||||||
| Outstanding at July 1, 2017 | 1,078,400 | $ | 0.78 | 7.01 years | ||||||||
| Grants | 40,000 | $ | 0.61 | |||||||||
| Cancellations | (62,700 | ) | $ | 0.99 | ||||||||
| Outstanding at June 30, 2018 | 1,055,700 | $ | 0.76 | 6.13 years | ||||||||
| Grants | 831,000 | $ | 0.99 | |||||||||
| Exercised | (64,500 | ) | $ | 0.75 | ||||||||
| Cancellations | (2,700 | ) | $ | 0.86 | ||||||||
| Outstanding at June 30, 2019 | 1,819,500 | $ | 0.87 | 7.05 years | ||||||||
| F-17 |
Information related to the stock options outstanding as of June 30, 2019 is as follows:
| 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 | |||||||||||||||||
| $ | 0.27 | 40,000 | 2.04 | $ | 0.27 | 40,000 | $ | 0.27 | ||||||||||||||
| $ | 0.40 | 15,000 | 7.83 | $ | 0.40 | 10,000 | $ | 0.40 | ||||||||||||||
| $ | 0.48 | 60,000 | 6.75 | $ | 0.48 | 60,000 | $ | 0.48 | ||||||||||||||
| $ | 0.50 | 100,000 | 5.98 | $ | 0.50 | 100,000 | $ | 0.50 | ||||||||||||||
| $ | 0.55 | 46,500 | 4.60 | $ | 0.55 | 41,500 | $ | 0.55 | ||||||||||||||
| $ | 0.64 | 25,000 | 8.37 | $ | 0.64 | 15,000 | $ | 0.64 | ||||||||||||||
| $ | 0.70 | 100,000 | 9.10 | $ | 0.70 | 100,000 | $ | 0.70 | ||||||||||||||
| $ | 0.73 | 801,000 | 7.29 | $ | 0.73 | 631,500 | $ | 0.73 | ||||||||||||||
| $ | 0.85 | 6,000 | 3.51 | $ | 0.85 | 6,000 | $ | 0.85 | ||||||||||||||
| $ | 0.90 | 6,000 | 4.51 | $ | 0.90 | 6,000 | $ | 0.90 | ||||||||||||||
| $ | 0.95 | 30,000 | 5.03 | $ | 0.95 | 30,000 | $ | 0.95 | ||||||||||||||
| $ | 1.20 | 207,800 | 2.67 | $ | 1.20 | 207,800 | $ | 1.20 | ||||||||||||||
| $ | 1.30 | 381,000 | 9.89 | $ | 1.30 | 0 | $ | 1.30 | ||||||||||||||
| $ | 1.35 | 1,200 | 0.40 | $ | 1.35 | 1,200 | $ | 1.35 | ||||||||||||||
| $ | 0.27–1.35 | 1,819,500 | 7.09 | $ | 0.87 | 1,249,000 | $ | 0.87 | ||||||||||||||
The aggregate intrinsic value of the Company’s “in-the-money” outstanding and exercisable options as of June 30, 2019 was $565,150 and $484,005, respectively.
| (c) | Warrants |
Warrants for the issuance of 666,667 shares were exercised on or before October 16, 2017, by payment to the Company for the aggregate purchase price of $6,667. There were no warrants for the purchase of the Company’s stock outstanding as of June 30, 2019 or 2018.
| (d) | Sale of Stock in August 2017 |
On August 22, 2017, the Company entered into agreements with accredited investors for the sale and purchase of 466,668 unregistered shares of its common stock, $0.01 par value at a purchase price of $0.45 per share. The Company received $210,001 in gross proceeds from the offering. The Company used the net proceeds from this placement for general working capital purposes.
| F-18 |
Concurrently with the placement, the Company entered into an agreement with an investor for the sale of 88,888 unregistered shares of its common stock for services provided to the Company at a price of $0.45 per share.
In connection with the placement, the Company also entered into a registration rights agreement with the investors, pursuant to which the Company filed a registration statement for the 555,556 shares with the Securities and Exchange Commission on November 20, 2017 and which became effective on December 13, 2017.
| (e) | Sale of Stock in October 2018 |
On October 16, 2018, the Company entered into agreements with accredited investors for the sale and purchase of 1,600,000 unregistered shares of its common stock, $0.01 par value at a purchase price of $1.25 per share. The Company received $2,000,000 in gross proceeds from the offering. The Company is using the net proceeds from this placement for general working capital purposes.
In connection with the placement, the Company also entered into a registration rights agreement with the investors, whereby the Company was obligated to file a registration statement with the Securities Exchange Commission on or before 90 calendar days after October 16, 2018 to register the resale by the investors of 1,600,000 shares of our common stock purchased in the placement. The registration statement was filed with the Securities and Exchange Commission on January 3, 2019 and Amendment No. 1 to the registration statement was filed with the Securities and Exchange Commission on January 16, 2019. The registration statement became effective on February 5, 2019.
| (f) | Sale of Stock in July 2019 |
On July 1, 2019, the Company entered into agreements with accredited investors for the sale and purchase of 760,000 unregistered shares of its common stock, $0.01 par value at a purchase price of $1.25 per share. The Company received $950,000 in gross proceeds from the offering, $925,000 of which was received as of June 30, 2019 and is included in the accompanying statement of stockholders’ equity as common stock subscriptions. The Company used the net proceeds from this placement to partially fund the July 1, 2019 acquisition of the operating assets of Ross Optical Industries, Inc with an effective date of June 1, 2019.
In connection with the placement, the Company also entered into a registration rights agreement with the investors, whereby the Company is obligated to file a registration statement with the Securities Exchange Commission on or before 120 calendar days after July 1, 2019 to register the resale by the investors of 760,000 shares of our common stock purchased in the placement.
| (5) | INCOME TAXES |
The Company has identified its federal tax return and its state tax return in Massachusetts as “major” tax jurisdictions. The periods subject to examination for its federal and state income tax returns are the years ended in 2017 and thereafter. The Company believes its income tax filing positions and deductions will be sustained on audit and it does not anticipate any adjustments that would result in a material change to its financial position. Therefore, no liabilities for uncertain income tax positions have been recorded.
| F-19 |
The provision for income taxes in the accompanying consolidated statements of operations consists of the minimum statutory state income tax liability of $912 for the years ended June 30, 2019 and 2018.
A reconciliation of the federal statutory rate to the Company’s effective tax rate for the fiscal years ended June 30, 2019 and 2018 is as follows:
| 2019 | 2018 | |||||||
| Income tax expense (benefit) at federal statutory rate | (21.0)% | (21.0)% | ||||||
| Increase (decrease) in tax resulting from: | ||||||||
| State taxes, net of federal benefit | (6.3)% | (6.3)% | ||||||
| Change in valuation allowance | 5.0% | 20.4% | ||||||
| Stock based compensation | 21.0% | 4.5% | ||||||
| Nondeductible items | 1.1% | 2.3% | ||||||
| Effective tax rate | (0.2)% | (0.1)% | ||||||
The components of deferred tax assets and liabilities at June 30, 2019 and 2018 are approximately as follows:
| 2019 | 2018 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carry forwards | $ | 2,121,000 | $ | 2,601,000 | ||||
| Tax credit carry forwards | 298,000 | 377,000 | ||||||
| Reserves and accruals not yet deducted for tax purposes | 563,000 | 360,000 | ||||||
| Total deferred tax assets | 2,982,000 | 3,338,000 | ||||||
| Valuation allowance | (2,982,000 | ) | (3,338,000 | ) | ||||
| Net deferred tax asset | $ | – | $ | – | ||||
The Company has provided a valuation allowance to reduce the net deferred tax asset to an amount the Company believes is “more likely than not” to be realized.
At June 30, 2019, the Company had federal and state net operating loss carry forwards of approximately $9,134,000 and $3,196,000, respectively, which will, if not used, expire at various dates beginning in fiscal year 2020. In addition, the Company had net operating loss carry forwards from its Hong Kong operations of approximately $2,252,000, which carry forward indefinitely.
| (6) | PROFIT SHARING PLAN |
The Company has a defined contribution 401(k) profit sharing plan. Employer profit sharing and matching contributions to the plan are discretionary. No employer profit sharing or matching contributions were made to the plan in fiscal years 2019 and 2018.
| F-20 |
Pro Forma Statement of Operations
Precision Optics Corporation, Inc. and Ross Optical Industries, Inc.
Year Ended June 30, 2019
(Unaudited)
| Adjustments | |||||||||||||||||||||
| Precision Optics Corporation, Year Ended 6/30/2019 | Ross Optical Industries, Inc. Year Ended 6/30/2019 | Owners’ Compensation and Acquisition Expenses | Bank Debt Interest | Added Depreciation Expense | Federal Income Tax Expense | Pro Forma Year Ended 6/30/19 | |||||||||||||||
| (Note 1) | (Note 2) | (Note 3) | (Note 4) | ||||||||||||||||||
| Revenues | $ | 6,147,937 | $ | 4,391,686 | – | – | – | – | $ | 10,539,623 | |||||||||||
| Cost of goods sold | 4,357,091 | 2,365,607 | – | – | $ | 19,451 | – | 6,742,149 | |||||||||||||
| Gross Profit | 1,790,846 | 2,026,079 | – | – | – | – | 3,797,474 | ||||||||||||||
| Research and development expenses | 505,300 | – | – | – | – | – | 505,300 | ||||||||||||||
| Selling, general and administrative expense | 1,960,975 | 1,406,557 | $ | (195,315 | ) | – | – | – | 3,172,217 | ||||||||||||
| Business acquisition expense | 128,111 | – | $ | (128,111 | ) | – | – | – | – | ||||||||||||
| 2,594,386 | 1,406,557 | – | – | – | – | 3,677,517 | |||||||||||||||
| Net income (loss) from operations | (803,540 | ) | 619,522 | – | – | – | – | 119,957 | |||||||||||||
| Other (income) expense | – | – | – | – | |||||||||||||||||
| Interest expense | 1,416 | 7,898 | – | $ | (7,898 | ) | – | – | 1,416 | ||||||||||||
| Other | (4,317 | ) | – | – | – | – | (4,317) | ||||||||||||||
| 1,416 | 3,581 | – | – | – | – | (2,901) | |||||||||||||||
| Net income (loss) before taxes | (804,956 | ) | 615,941 | – | – | – | – | 122,858 | |||||||||||||
| Income tax expense | 912 | 135,849 | – | – | – | $ | (135,849 | ) | 912 | ||||||||||||
| Net income (loss) | $ | (805,868 | ) | $ | 480,092 | – | – | – | – | $ | 121,946 | ||||||||||
Notes to Unaudited Pro Forma Statements of Operations for the year ended June 30, 2019
The following notes describe the pro forma adjustments made to the unaudited consolidated statement of operations of Precision Optics Corporation, Inc. (“POC”) and Ross Optical Industries, Inc. (“ROI”) for the year ended June 30, 2019 as though POC acquired the ROI net assets as of July 1, 2018. Prior to the acquisition of ROI by POC there were no intercompany transactions between the companies.
Note 1. The founder and CEO of ROI will not continue with POC after the acquisition, therefore, his annual salary of $120,000 as well as the executive bonuses paid to the owners of ROI are removed from the pro forma statement of operations. Business acquisition costs removed from operating expenses represent direct legal, audit and travel costs incurred as part of the acquisition of the operating assets of Ross Optical Industries, Inc.
| F-21 |
Note 2. POC did not assume any ROI bank debt and therefore interest expense is removed from the pro forma statement of operations.
Note 3. Due to the $97,253 write up of fixed assets to their fair market value additional depreciation is added to this pro forma statement of operations assuming a five-year useful life and straight-line depreciation.
Note 4. As of June 30, 2019 POC has an estimated $9.1 million Federal net operating loss carry-forwards which can be used to offset taxable income generating in future years by the POC and ROI combined operations. Therefore, the federal tax expense of ROI has been removed from this pro forma statement of operations assuming the application of POC net operating loss carry-forwards.
Deferred tax assets resulting from future application of POC net operating loss carry forwards have been discounted to zero as of the date of these pro forma financial statements since the realization of the NOL carry forwards by future taxable income is currently uncertain.
| F-22 |
PRECISION OPTICS CORPORATION, INC. AND SUBSIDIARIES
(UNAUDITED)
| March 31, 2020 | June 30, 2019 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | 632,131 | $ | 2,288,426 | ||||
| Accounts receivable (net of allowance for doubtful accounts of $247,701 and $246,953 at March 31, 2020 and June 30, 2019, respectively) | 1,479,077 | 2,165,107 | ||||||
| Inventories | 2,167,523 | 1,734,604 | ||||||
| Prepaid expenses | 131,279 | 180,336 | ||||||
| Total current assets | 4,410,010 | 6,368,473 | ||||||
| Fixed Assets: | ||||||||
| Machinery and equipment | 2,905,516 | 2,748,715 | ||||||
| Leasehold improvements | 724,680 | 668,446 | ||||||
| Furniture and fixtures | 178,640 | 168,450 | ||||||
| 3,808,836 | 3,585,611 | |||||||
| Less—Accumulated depreciation and amortization | 3,278,054 | 3,202,605 | ||||||
| Net Fixed Assets | 530,782 | 383,006 | ||||||
| Operating lease right-to-use asset | 132,000 | – | ||||||
| Patents, net | 86,908 | 54,087 | ||||||
| Goodwill | 687,664 | 687,664 | ||||||
| TOTAL ASSETS | $ | 5,847,364 | $ | 7,493,230 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Current portion of capital lease obligation | $ | 70,436 | $ | 9,572 | ||||
| Accounts payable | 1,533,342 | 1,174,263 | ||||||
| Customer advances | 310,525 | 450,192 | ||||||
| Accrued compensation and other | 483,781 | 533,944 | ||||||
| Amount due for business acquisition | – | 1,443,341 | ||||||
| Operating lease liability | 56,196 | – | ||||||
| Total Current Liabilities | 2,454,280 | 3,611,312 | ||||||
| Capital lease obligation, net of current portion | 38,001 | 5,027 | ||||||
| Acquisition earn out liability | 500,000 | 500,000 | ||||||
| Operating lease liability | 75,804 | – | ||||||
| Stockholders’ Equity: | ||||||||
| Common stock, $0.01 par value: 50,000,000 shares authorized; issued and outstanding – 12,991,789 shares at March 31, 2020 and 12,071,139 shares at June 30, 2019 | 129,918 | 120,712 | ||||||
| Additional paid-in capital | 49,389,419 | 48,893,172 | ||||||
| Accumulated deficit | (46,740,058 | ) | (45,636,993 | ) | ||||
| Total stockholders’ equity | 2,779,279 | 3,376,891 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 5,847,364 | $ | 7,493,230 | ||||
The accompanying notes are an integral part of these consolidated interim financial statements.
| F-23 |
PRECISION OPTICS CORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED
March 31, 2020 AND 2019
(UNAUDITED)
| Three Months Ended March 31, | Nine Months Ended March 31, | |||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Revenues | $ | 2,374,584 | $ | 1,386,454 | $ | 7,686,330 | $ | 4,423,763 | ||||||||
| Cost of goods sold | 1,557,565 | 930,518 | 4,977,255 | 3,149,598 | ||||||||||||
| Gross profit | 817,019 | 455,936 | 2,709,075 | 1,274,165 | ||||||||||||
| Research and development expenses, net | 319,875 | 121,640 | 700,605 | 347,851 | ||||||||||||
| Selling, general and administrative expenses | 962,591 | 414,475 | 3,111,397 | 1,430,880 | ||||||||||||
| Total operating expenses | 1,282,466 | 536,115 | 3,812,002 | 1,778,731 | ||||||||||||
| Operating loss | (465,447 | ) | (80,179 | ) | (1,102,927 | ) | (504,566 | ) | ||||||||
| Interest income (expense) | (683 | ) | (304 | ) | (138 | ) | (1,150 | ) | ||||||||
| Net Loss | $ | (466,130 | ) | $ | (80,483 | ) | $ | (1,103,065 | ) | $ | (505,716 | ) | ||||
| Loss Per Share: | ||||||||||||||||
| Basic and diluted | $ | (0.04 | ) | $ | (0.01 | ) | $ | (0.09 | ) | $ | (0.04 | ) | ||||
| Weighted Average Common Shares Outstanding: | ||||||||||||||||
| Basic and diluted | 12,982,494 | 12,020,328 | 12,898,004 | 11,294,902 | ||||||||||||
The accompanying notes are an integral part of these consolidated interim financial statements.
| F-24 |
PRECISION OPTICS CORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE THREE AND NINE MONTHS ENDED
March 31, 2020 AND 2019
(UNAUDITED)
| Nine Month Period Ended March 31, 2020 | ||||||||||||||||||||
| Number of Shares | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||
| Balance, July 1, 2019 | 12,071,139 | $ | 120,712 | $ | 48,893,172 | $ | (45,636,993 | ) | $ | 3,376,891 | ||||||||||
| Issuance of common stock in private placement | 760,000 | 7,600 | 17,400 | – | 25,000 | |||||||||||||||
| Proceeds from exercise of stock options | 12,500 | 125 | 8,550 | – | 8,675 | |||||||||||||||
| Issuance of common stock for services | 25,000 | 250 | 44,750 | – | 45,000 | |||||||||||||||
| Stock-based compensation | – | – | 76,505 | – | 76,505 | |||||||||||||||
| Net loss | – | – | – | (86,110 | ) | (86,110 | ) | |||||||||||||
| Balance, September 30, 2019 | 12,868,639 | 128,687 | 49,040,377 | (45,723,103 | ) | 3,445,961 | ||||||||||||||
| Exercise of stock options net of 3,592 shares withheld | 11,408 | 114 | (114 | ) | – | – | ||||||||||||||
| Stock-based compensation | – | – | 274,706 | – | 274,706 | |||||||||||||||
| Net loss | – | – | – | (550,825 | ) | (550,825 | ) | |||||||||||||
| Balance, December 31, 2019 | 12,880,047 | 128,801 | 49,314,969 | (46,273,928 | ) | 3,169,842 | ||||||||||||||
| Issuance of common stock for services | 100,000 | 1,000 | (1,000 | ) | – | – | ||||||||||||||
| Exercise of stock options net of 8,258 shares withheld | 11,742 | 117 | (117 | ) | – | – | ||||||||||||||
| Stock-based compensation | – | – | 75,567 | – | 75,567 | |||||||||||||||
| Net loss | – | – | – | (466,130 | ) | (466,130 | ) | |||||||||||||
| Balance, March 31, 2020 | 12,991,789 | $ | 129,918 | $ | 49,389,419 | $ | (46,740,058 | ) | $ | 2,779,279 | ||||||||||
| Nine Month Period Ended March 31, 2019 | ||||||||||||||||||||
| Number of Shares | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||
| Balance, July 1, 2018 | 10,197,139 | $ | 101,972 | $ | 45,484,186 | $ | (45,022,122 | ) | $ | 564,036 | ||||||||||
| Issuance of common stock for services | 100,000 | 1,000 | (1,000 | ) | – | – | ||||||||||||||
| Stock-based compensation | – | – | 342,984 | – | 342,984 | |||||||||||||||
| Net loss | – | – | – | (299,285 | ) | (299,285 | ) | |||||||||||||
| Balance, September 30, 2018 | 10,297,139 | 102,972 | 45,826,170 | (45,321,407 | ) | 607,735 | ||||||||||||||
| Private placement of common stock, net of issuance costs of $23,000 | 1,600,000 | 16,000 | 1,961,000 | – | 1,977,000 | |||||||||||||||
| Stock-based compensation | – | – | 10,228 | – | 10,228 | |||||||||||||||
| Net loss | – | – | – | (125,948 | ) | (125,948 | ) | |||||||||||||
| Balance, December 31, 2018 | 11,897,139 | 118,972 | 47,797,398 | (45,447,355 | ) | 2,469,015 | ||||||||||||||
| Issuance of common stock for services | 100,000 | 1,000 | (1,000 | ) | – | – | ||||||||||||||
| Exercise of stock options | 41,000 | 410 | 28,965 | – | 29,375 | |||||||||||||||
| Adjust common stock issuance costs to actual | – | – | 10,750 | – | 10,750 | |||||||||||||||
| Stock-based compensation | – | – | 2,891 | – | 2,891 | |||||||||||||||
| Net loss | – | – | – | (80,483 | ) | (80,483 | ) | |||||||||||||
| Balance, March 31, 2019 | 12,038,139 | $ | 120,382 | $ | 47,839,004 | $ | (45,527,838 | ) | $ | 2,431,548 | ||||||||||
The accompanying notes are an integral part of these consolidated interim financial statements.
| F-25 |
PRECISION OPTICS CORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED
March 31, 2020 AND 2019
(UNAUDITED)
| Nine Months Ended March 31, | ||||||||
| 2020 | 2019 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net Loss | $ | (1,103,065 | ) | $ | (505,716 | ) | ||
| Adjustments to Reconcile Net Loss to Net Cash Used In Operating Activities - | ||||||||
| Depreciation and amortization | 75,449 | 23,482 | ||||||
| Stock-based compensation expense | 426,778 | 356,103 | ||||||
| Non-cash consulting expense | 45,000 | – | ||||||
| Changes in Operating Assets and Liabilities - | ||||||||
| Accounts receivable, net | 686,030 | (29,905 | ) | |||||
| Inventories | (432,919 | ) | 14,222 | |||||
| Prepaid expenses | 49,057 | (68,447 | ) | |||||
| Accounts payable | 359,079 | (59,721 | ) | |||||
| Customer advances | (139,667 | ) | (598,914 | ) | ||||
| Accrued compensation and other | (50,163 | ) | (85,236 | ) | ||||
| Net Cash Used In Operating Activities | (84,421 | ) | (954,132 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Cash Paid for Business Acquisition | (1,443,341 | ) | – | |||||
| Additional patent costs | (32,821 | ) | (2,532 | ) | ||||
| Purchases of property and equipment | (110,012 | ) | (111,766 | ) | ||||
| Net Cash Used In Investing Activities | (1,586,174 | ) | (114,298 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Payment of capital lease obligation | (19,375 | ) | (6,666 | ) | ||||
| Gross proceeds from private placement of common stock | 25,000 | 2,000,000 | ||||||
| Gross proceeds from exercise of stock options | 8,675 | 29,375 | ||||||
| Private placement expense paid | – | (4,250 | ) | |||||
| Net Cash Provided From Financing Activities | 14,300 | 2,018,459 | ||||||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (1,656,295 | ) | 950,029 | |||||
| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 2,288,426 | 402,738 | ||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 632,131 | $ | 1,352,767 | ||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Cash paid for income taxes | $ | – | $ | 912 | ||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES: | ||||||||
| Offering Costs Included in Accrued Liabilities | $ | 23,000 | $ | 8,000 | ||||
| Acquisition of Manufacturing Equipment Under Capital Lease | $ | 113,213 | $ | – | ||||
The accompanying notes are an integral part of these consolidated interim financial statements.
| F-26 |
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 2020. 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, 2019, together with the Report of Independent Registered Public Accounting Firm filed under cover of the Company’s 2019 Annual Report on Form 10-K, filed with the Securities and Exchange Commission on September 26, 2019.
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 under different assumptions or conditions.
Reclassification
Certain balance sheet items in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. This reclassification had no effect on the previously reported net loss.
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 or net 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 and warrants. For the three and nine months ended March 31, 2020 and 2019, the effect of such securities was antidilutive and not included in the diluted calculation because of the net loss generated in these periods.
| F-27 |
The following is the calculation of loss per share for the three and nine months ended March 31, 2020 and 2019:
| Three Months Ended March 31, | Nine Months Ended March 31, | |||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Net Loss - Basic and Diluted | $ | (466,130 | ) | $ | (80,483 | ) | $ | (1,103,065 | ) | $ | (505,716 | ) | ||||
| Basic and Dilutive Weighted Average Shares Outstanding | 12,982,494 | 12,020,328 | 12,898,004 | 11,294,902 | ||||||||||||
| Loss Per Share - Basic and Diluted | $ | (0.04 | ) | $ | (0.01 | ) | $ | (0.09 | ) | $ | (0.04 | ) | ||||
The number of shares issuable upon the exercise of outstanding stock options and warrants that were excluded from the computation as their effect was antidilutive was approximately 2,072,800 and 1,462,000 for the three and nine months ended March 31, 2020 and 2019, respectively.
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 carry forwards. 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.
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, 2020.
Accounting Pronouncements Recently Adopted
On July 1, 2019, the Company adopted ASU 2016-02, Topic 842 – Leases. Refer to Note 3 for further information.
| F-28 |
| 2. | INVENTORIES |
Inventories are stated at the lower of cost (first-in, first-out) and net realizable value and consisted of the following:
| March 31, 2020 | June 30, 2019 | |||||||
| Raw Materials | $ | 651,939 | $ | 578,856 | ||||
| Work-In-Progress | 743,100 | 409,019 | ||||||
| Finished Goods | 772,484 | 746,729 | ||||||
| Total Inventories | $ | 2,167,523 | $ | 1,734,604 | ||||
| 3. | LEASE OBLIGATIONS |
The Company entered into a five-year capital lease obligation in January 2016 for the acquisition of manufacturing equipment totaling $51,252. In January 2020 the Company entered into a five-year capital lease and a twelve-month operating lease for $47,750 and $65,463 respectively for the acquisition of manufacturing equipment.
In February 2016, FASB issued ASU 2016-02, “Leases” (Topic 842). ASU 2016-02 requires the recognition of lease asset and lease liabilities by lessees for those leases currently classified as operating leases with terms greater than twelve months and make certain changes to the accounting for lease expenses. The Company adopted this standard effective July 1, 2019 and has reflected its impact upon the El Paso, Texas facility operating lease entered into on July 1, 2019 in connection with the Ross Optical acquisition. The facility lease is a three-year operating lease obligation with total remaining minimum lease payments of $139,791 at March 31, 2020. Total rent expense including base rent and common area expenses were $15,190 and $45,571 during the three and nine months ended March 31, 2020, respectively. Included in the accompanying balance sheet at March 31, 2020 is a right-of-use asset of $132,000 and current and long-term right-of-use operating lease liabilities of $56,196 and $75,804, respectively.
At March 31, 2020, future minimum lease payments under the capital lease and operating lease obligations are as follows:
| Fiscal Year Ending June 30: | Capital Leases | Operating Lease | ||||||
| 2020 | $ | 21,748 | $ | 15,190 | ||||
| 2021 | 54,593 | 61,779 | ||||||
| 2022 | 11,280 | 62,822 | ||||||
| 2023 | 11,280 | – | ||||||
| 2024 | 11,280 | – | ||||||
| 2025 | 6,580 | – | ||||||
| Total Minimum Payments | 116,761 | $ | 139,791 | |||||
| Less: amount representing interest | 8,324 | |||||||
| Present value of minimum lease payments | 108,437 | |||||||
| Less: current portion | 70,436 | |||||||
| $ | 38,001 | |||||||
| F-29 |
| 4. | STOCK-BASED COMPENSATION |
The following table summarizes stock-based compensation expense for the three and nine months ended March 31, 2020 and 2019:
| Three Months Ended March 31, | Nine Months Ended March 31, | |||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Cost of Goods Sold | $ | 11,233 | $ | – | $ | 33,699 | $ | – | ||||||||
| Research and Development | 21,346 | 2,411 | 46,714 | 7,233 | ||||||||||||
| Selling, General and Administrative | 42,988 | 480 | 346,365 | 348,870 | ||||||||||||
| Stock Based Compensation Expense | $ | 75,567 | $ | 2,891 | $ | 426,778 | $ | 356,103 | ||||||||
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, 2020:
| Options Outstanding | ||||||||||||
| Number of Shares |
Weighted Average Exercise Price |
Weighted Average Contractual Life |
||||||||||
| Outstanding at June 30, 2019 | 1,819,500 | $ | 0.87 | 7.05 years | ||||||||
| Granted | 315,000 | |||||||||||
| Exercised | (47,500 | ) | ||||||||||
| Expired or Cancelled | (14,200 | ) | ||||||||||
| Outstanding at March 31, 2020 | 2,072,800 | $ | 0.95 | 6.82 years | ||||||||
Information related to the stock options outstanding as of March 31, 2020 is as follows:
| 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 |
|||||||||||||||||
| $ | 0.27 | 40,000 | 1.29 | $ | 0.27 | 40,000 | $ | 0.27 | ||||||||||||||
| $ | 0.48 | 60,000 | 6.00 | $ | 0.48 | 60,000 | $ | 0.48 | ||||||||||||||
| $ | 0.50 | 100,000 | 5.22 | $ | 0.50 | 100,000 | $ | 0.50 | ||||||||||||||
| $ | 0.55 | 44,000 | 3.96 | $ | 0.55 | 44,000 | $ | 0.55 | ||||||||||||||
| $ | 0.70 | 100,000 | 8.35 | $ | 0.70 | 100,000 | $ | 0.70 | ||||||||||||||
| $ | 0.73 | 786,000 | 6.56 | $ | 0.73 | 786,000 | $ | 0.73 | ||||||||||||||
| $ | 0.85 | 6,000 | 2.76 | $ | 0.85 | 6,000 | $ | 0.85 | ||||||||||||||
| $ | 0.90 | 36,000 | 4.19 | $ | 0.90 | 36,000 | $ | 0.90 | ||||||||||||||
| $ | 1.20 | 207,800 | 1.92 | $ | 1.20 | 207,800 | $ | 1.20 | ||||||||||||||
| $ | 1.25 | 45,000 | 1.25 | $ | 1.25 | - | $ | - | ||||||||||||||
| $ | 1.30 | 478,000 | 9.20 | $ | 1.30 | - | $ | - | ||||||||||||||
| $ | 1.42 | 100,000 | 9.45 | $ | 1.42 | - | $ | - | ||||||||||||||
| $ | 1.50 | 70,000 | 9.96 | $ | 1.50 | 70,000 | $ | 1.50 | ||||||||||||||
| $ | 0.27–$1.50 | 2,072,800 | 6.82 | $ | 0.95 | 1,449,800 | $ | 0.79 | ||||||||||||||
| F-30 |
The aggregate intrinsic value of the Company’s “in-the-money” outstanding and exercisable options as of the three and nine months ended March 31, 2020 was $941,830 and $887,280, respectively.
Common Stock Award
On August 2, 2018, the Company awarded its Chief Executive Officer 300,000 shares of common stock for services performed through June 30, 2018. The fair market value of the 300,000 shares on the award date equal to $210,000 has been recorded as general and administrative stock-based compensation expense in the quarter ended September 30, 2018. As of March 31, 2020, all 300,000 shares have been issued.
| 5. | REVENUE RECOGNITION |
On July 1, 2018, the Company adopted ASU 2014-09 Revenue from Contracts with Customers (ASC 606) using the modified retrospective method for contracts that were not completed as of July 1, 2018, whereby 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 almost exclusively 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.
Revenues represent the amount of consideration the Company expects to receive from customers in exchange for transferring products and services. Other selling costs to obtain and fulfill contracts are expensed as incurred due to the short-term nature of a majority of its revenues. 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 revenues.
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. Revenues are comprised of the following for the three and nine months ended March 31, 2020 and 2019:
| Three Months Ended March 31, | Nine Months Ended March 31, | |||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Engineering Design Services | $ | 210,065 | $ | 61,833 | $ | 1,098,234 | $ | 892,472 | ||||||||
| Optical Components | 1,479,322 | 250,405 | 4,428,409 | 774,429 | ||||||||||||
| Medical Device Products and Assemblies | 685,197 | 1,074,216 | 2,159,687 | 2,756,862 | ||||||||||||
| Total Revenues | $ | 2,374,584 | $ | 1,386,454 | $ | 7,686,330 | $ | 4,423,763 | ||||||||
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, 2020, there were no contract assets recorded in the Company’s Consolidated Balance Sheets.
| F-31 |
The Company’s contract liabilities arise as a result of 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:
| Three Months Ended March 31, | Nine Months Ended March 31, | |||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Contract liabilities, beginning of period | $ | 388,506 | $ | 294,650 | $ | 450,192 | $ | 857,842 | ||||||||
| Unearned revenue received from customers | 41,874 | 61,928 | 334,893 | 81,684 | ||||||||||||
| Revenue recognized | (119,855 | ) | (97,650 | ) | (474,560 | ) | (680,598 | ) | ||||||||
| Contract liabilities, end of period | $ | 310,525 | $ | 258,928 | $ | 310,525 | $ | 258,928 | ||||||||
| 6. | BUSINESS ACQUISITION |
On July 1, 2019 the Company acquired the operating assets of Ross Optical Industries, Inc. of El Paso, Texas, a supplier of custom and catalogue optical components sourced through an extensive network of worldwide specialized vendors and sold for industrial, military and medical applications. The acquisition had an effective date of June 1, 2019. All of Ross’ results of operations are included in our financial statements for the three- and nine-month periods ended March 31, 2020.
Consolidated unaudited actual and pro forma results of operations for the Company are presented below assuming that the acquisition of the Ross Optical division had occurred on July 1, 2018. Pro forma operating results include net adjustments resulting from the acquisition transaction.
| Three Months Ended March 31, | Nine Months Ended March 31, | |||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| (Actual) | (Pro Forma) | (Actual) | (Pro Forma) | |||||||||||||
| Revenues | $ | 2,374,584 | $ | 2,413,438 | $ | 7,686,330 | $ | 7,348,803 | ||||||||
| Net income (loss) | (466,130 | ) | 75,430 | (1,103,065 | ) | 163,828 | ||||||||||
| Income (loss) per share | ||||||||||||||||
| Basic | $ | (0.04 | ) | $ | 0.01 | $ | (0.09 | ) | $ | 0.01 | ||||||
| Fully diluted | $ | (0.04 | ) | $ | 0.01 | $ | (0.09 | ) | $ | 0.01 | ||||||
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 become achievable over time.
| F-32 |
| 7. | COVID-19 PANDEMIC |
The world-wide COVID-19 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 is expected to have, an adverse impact on the Company’s sources of supply, current and future orders from the Company’s customers, collection of amounts owed to it from its customers, the Company’s internal operating procedures, and the Company’s overall financial condition. While the Company and many of its medical device and defense contracting customers continue to operate as essential businesses, the Company has taken various actions to augment its operating and human resource policies and procedures to guard against the potential health hazards of COVID-19. These augmented procedures can have a negative impact on the Company’s operational efficiencies. The Company sources various components from overseas suppliers throughout Asia, including China. The Company has experienced supply disruptions and customer delays, which it believes were the result of the COVID-19 pandemic and related economic slow-down. Given the uncertainty surrounding the continuation of economic slow-downs domestically and abroad, the Company cannot predict with certainty at this time what the future impact of COVID-19 and resulting business and economic policies in the US and abroad will be on its upcoming quarterly fiscal operating results.
| 8. | SUBSEQENT EVENT |
On April 14, 2020, the Company entered into agreements with accredited investors for the sale and purchase of 200,000 shares of its common stock, $0.01 par value at a purchase price of $1.25 per share. The Company received $250,000 in gross proceeds from the offering. The Company entered into this stock offering transaction in order to enhance its financial condition given uncertainties surrounding the COVID-19 pandemic and its potential impact on domestic and international sources of supply as well as the financial condition of its customers and the status of existing and future sales orders from them. The agreements also provide for the investors to receive additional shares of our common stock in the event the Company closes a subsequent offering of its common stock at a purchase price lower than $1.25 per share before April 14, 2021. The additional shares each investor would receive would be equal to the difference between the number of shares that would have been received at the reduced purchase price and the number of shares received at the $1.25 purchase price. The Company intends to use the proceeds from this placement for general working capital purposes.
In conjunction with the placement, the Company also entered into a registration rights agreement with the investors, whereby it is obligated to file a registration statement with the Securities Exchange Commission on or before 120 calendar days after April 14, 2020 to register the resale by the investors of 200,000 shares of our common stock purchased in the placement.
On May 6, 2020, the Company received loan proceeds in the amount of $808,962 under the Paycheck Protection Program, or PPP, from Bank of America. The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act, or CARES Act, provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after eight weeks as long as the Company uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and we maintain our payroll levels. The amount of loan forgiveness will be reduced if the Company terminates employees or reduces salaries during the eight-week period.
The unsecured loan, which is in the form of a note dated May 6, 2020, matures on May 6, 2022 and bears interest at a rate of 1% per annum, payable monthly commencing on December 6, 2020. The note may be prepaid at any time prior to maturity with no prepayment penalties. The Company intends to use the loan amount for eligible purposes, such as payroll expenses. While the Company currently believes that its use of the loan proceeds will meet the conditions for forgiveness of the loan, the Company cannot assure that it will be eligible for forgiveness, in whole or in part.
| F-33 |
PROSPECTUS
PRECISION OPTICS CORPORATION, INC.
OFFERING UP TO 200,000 SHARES OF COMMON STOCK
PART II — INFORMATION NOT REQUIRED IN PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs of the issuance and distribution of the securities registered under this prospectus are denoted below. Please note that all amounts are estimates other than the Commission’s registration fee.
| Approximate SEC registration fee | $ | 40.00 | ||
| Transfer agent fees | 200.00 | |||
| Accounting fees and expenses | 1,500.00 | |||
| Legal fees and expenses | 2,500.00 | |||
| Miscellaneous (including EDGAR filing fees) | 260.00 | |||
| Total | $ | 4,500.00 |
We will pay all expenses of the offering listed above from cash on hand. No portion of these expenses will be borne by the selling stockholders.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
We are organized under the laws of the Commonwealth of Massachusetts. Our officers and directors are indemnified as provided by the Massachusetts Business Corporation Act as set forth in Chapter 156D of the General Laws of Massachusetts, our Articles of Organization, as amended, and our Bylaws.
Section 2.02(b)(4) of the Massachusetts Business Corporation Act (the “MBCA”) provides that a corporation may, in its articles of organization, eliminate or limit a director’s personal liability to the corporation for monetary damages for breaches of fiduciary duty, except in circumstances involving (1) a breach of the director’s duty of loyalty to the corporation or its shareholders, (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) improper distributions, and (4) transactions from which the director derived an improper personal benefit.
Section 8.52 of the MBCA provides that we must indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he was a director of our Company against reasonable expenses incurred by him in connection with the proceeding.
In addition, under Section 8.51 of the MBCA, we may indemnify a director against liability incurred in a proceeding if:
| (1) | (i) he conducted himself in good faith; (ii) he reasonably believed that his conduct was in the best interests of our Company or that his conduct was at least not opposed to the best interests of our Company; and (iii) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful; or |
| (2) | he engaged in conduct for which he shall not be liable as provided in our Articles of Organization, as amended, which may limit personal liability of a director as provided in the General Laws of Massachusetts. |
The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director did not meet the relevant standard of conduct described in Section 8.51 of the MBCA.
| II-1 |
Section 8.56 of the MBCA permits a corporation to indemnify an officer (1) under those circumstances in which the corporation would be allowed to indemnify a director and (2) if such officer is not a director of the corporation, to such further extent as the corporation chooses provided that the liability does not arise out of acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law. Section 8.56 of the MBCA further requires that a corporation indemnify an officer who was wholly successful on the merits or otherwise in the defense of any proceeding to which such officer was a party because he was a director of the corporation.
Prior to the final disposition of a proceeding involving a director or officer, Sections 8.53 and 8.56 of the MBCA allow us to pay for or reimburse reasonable expenses. As a condition, the director or officer must deliver a written undertaking to repay the funds if the individual is determined not to have met the relevant standard of conduct, which determination is made in the same manner as the determination of whether an individual is entitled to indemnification. This undertaking may be accepted without security and without regard to the individual’s financial ability to make repayment. Another condition to advancement of expenses is that the individual submit a written affirmation of his or her good faith that he or she has met the standard of conduct necessary for indemnification (or that the matter involved conduct for which liability has been eliminated pursuant to the charter exculpation provision referred to above). Furthermore, Section 8.54 of the MBCA provides that a court may direct a corporation to indemnify a director or officer under certain circumstances.
Section 8.58 of the MBCA allows a corporation to obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification to a director or officer or to advance funds or reimburse expenses. Such a commitment may be made in the corporation’s articles of organization or bylaws or in a resolution adopted or a contract approved by the board of directors or the shareholders.
Under Section 8.51(b) of the MBCA, a director’s conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement that his conduct was at least not opposed to the best interests of the corporation. Unless ordered by a court as provided in the statute, we may not indemnify a director if his conduct did not satisfy the standards set forth above.
Our Articles of Organization, as amended, provide that our directors shall not be liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that the exculpation from liabilities is not permitted under the MBCA, or Massachusetts Business Corporation Act, as in effect at the time such liability is determined. Our Bylaws provide that we shall indemnify our directors and officers (including persons who serve at our request as directors, officers, or trustees of another organization, or in any capacity with respect to any employee benefit plan) to the full extent permitted by the laws of the Commonwealth of Massachusetts against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise, or as fines and penalties, and counsel fees, reasonably incurred by him or her in connection with the defense or disposition of any action, suit, or other proceeding, whether civil or criminal, in which he or she may be involved or with which he or she may be threatened while in office or thereafter, by reason of his or her being or having been such a director or officer, except with respect to any matter as to which he or she shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interest of our Company (any person serving another organization in one or more of the indicated capacities at the request of the corporation who shall have acted in good faith in the reasonable belief that his or her action was in the best interest of such other organization to be deemed as having acted in such manner with respect to the corporation), or, to the extent that such matter relates to service with respect to any employee benefit plan, in the best interests of the participants or beneficiaries of an employee benefit plan. In addition, we hold a Director and Officer Liability and Corporate Indemnification Policy.
RECENT SALES OF UNREGISTERED SECURITIES
On August 22, 2017, we entered into agreements with accredited investors for the sale and purchase of 466,668 shares of our common stock, $0.01 par value at a purchase price of $0.45 per share. We received $210,000 in gross proceeds from the offering. Concurrently with the placement, we entered into an agreement with an investor for the sale of 88,888 unregistered shares of our common stock for services provided to us at a price of $0.45 per share.
| II-2 |
On May 29, 2018, we issued 102,000 shares of common stock, valued at $0.50 per share, or $51,000, to one of our consultants in return for past services.
On October 16, 2018, we entered into agreements with accredited investors for the sale and purchase of 1,600,000 shares of our common stock, $0.01 par value at a purchase price of $1.25 per share. We received $2,000,000 in gross proceeds from the offering.
On July 1, 2019, we entered into agreements with accredited investors for the sale and purchase of 760,000 shares of our common stock, $0.01 par value, at a per unit price of $1.25 per share. We received $950,000 in gross proceeds from the offering.
On September 25, 2019, we issued 25,000 shares of common stock to a service provider valued at $1.80 per share for services.
On April 14, 2020, we entered into agreements with accredited investors for the sale and purchase of 200,000 shares of our common stock, $0.01 par value at a purchase price of $1.25 per share. We received $250,000 in gross proceeds from the offering.
We relied on the Section 4(a)(2) exemption from securities registration under the federal securities laws for transactions not involving any public offering. No advertising or general solicitation was employed in offering the securities, the securities were issued to accredited investors, the securities were offered for investment purposes only and not for the purpose of resale of distribution, and the transfers thereof was appropriately restricted by us.
| II-3 |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| Exhibit | Description | |
| 2.1 | Asset Purchase Agreement between the Company and Optometrics Corporation, dated January 18, 2008 (included as Exhibit 2.1 to the Form 8-K filed January 25, 2008, and incorporated herein by reference). | |
| 3.1 | Articles of Organization of Precision Optics Corporation, Inc., as amended (included as Exhibit 3.1 to the Form SB-2 filed March 16, 2007, and incorporated herein by reference). | |
| 3.2 | Bylaws of Precision Optics Corporation, Inc. (included as Exhibit 3.2 to the Form S-1 filed December 18, 2008, and incorporated herein by reference). | |
| 3.3 | Articles of Amendment to the Articles of Organization of Precision Optics Corporation, Inc., dated November 25, 2008 and effective December 11, 2008 (included as Exhibit 3.1 to the Form 8-K filed December 11, 2008, and incorporated herein by reference). | |
| 3.4 | Amended and Restated Bylaws of Precision Optics Corporation, Inc. (included as Exhibit 3.1 to the Current Report on Form 8-K filed July 11, 2014, and incorporated herein by reference). | |
| 5.1 | Legal Opinion of Amy Trombly, Esq. (to be filed by amendment). | |
| 10.1 | Precision Optics Corporation, Inc. 2011 Equity Incentive Plan, dated October 13, 2011 (included as Exhibit 10.2 to Form S-8 filed October 14, 2011, and incorporated herein by reference.) | |
| 10.2 | Precision Optics Corporation, Inc. Amended 2011 Equity Incentive Plan, dated October 14, 2011, as amended on April 16, 2015 (included as Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed April 20, 2015, and incorporated herein by reference). | |
| 10.3 | Consulting Agreement by and between the Company and Donald A. Major, dated June 15, 2016 (included as Exhibit 10.1 to the Form 8-K filed on June 23, 2016, and incorporated herein by reference). | |
| 10.4 | Form of Securities Purchase Agreement, by and among the Company and the Investors, dated November 22, 2016 (included as Exhibit 10.1 to the Form 8-K filed November 29, 2016, and incorporated herein by reference). | |
| 10.5 | Form of Registration Rights Agreement, by and among the Company and the Investors, dated November 22, 2016 (included as Exhibit 10.2 to the Form 8-K filed on November 29, 2016, and incorporated herein by reference). | |
| 10.6 | Form of Securities Purchase Agreement, by and the Company and the Investors, dated August 22, 2017 (included as Exhibit 10.1 to the Form 8-K filed on August 25, 2017, and incorporated herein by reference). | |
| 10.7 | Form of Registration Rights Agreement, by and among the Company and the Investors, dated August 22, 2017 (included as Exhibit 10.2 to the Form 8-K filed on August 25, 2017, and incorporated herein by reference). | |
| 10.8 | Compensation Agreement, by and between the Company and Joseph N. Forkey, dated August 2, 2018 (included as Exhibit 10.1 to the Form 8-K filed on August 3, 2018, and incorporated herein by reference). | |
| 10.9 | Offer letter by and between the Company and Donald A. Major, dated August 2, 2018 (included as Exhibit 10.9 to the Form 10-K filed on September 27, 2018, and incorporated herein by reference). |
| II-4 |
| 10.10 | Form of Securities Purchase Agreement by and among the Company and the Investors, dated October 16, 2018 (included as Exhibit 10.1 to the Form 8-K filed on October 18, 2018, and incorporated herein by reference). | |
| 10.11 | Form of Registration Rights Agreement by and among the Company and the Investors, dated October 16, 2018 (included as Exhibit 10.2 to the Form 8-K filed on October 18, 2018, and incorporated herein by reference). | |
| 10.12†+ | Asset Purchase Agreement dated July 1, 2019, between Precision Optics Corporation, Inc. and Ross Optical Industries, Inc. and the shareholders (included as Exhibit 10.1 to the Form 8-K filed on July 8, 2019, and incorporated herein by reference). | |
| 10.13 | Form of Purchase Agreement, by and among Precision Optics Corporation, Inc. and several Investors, dated July 1, 2019 (included as Exhibit 10.2 to the Form 8-K filed on July 8, 2019, and incorporated herein by reference). | |
| 10.14 | Form of Registration Rights Agreement, by and among Precision Optics Corporation, Inc. and several Investors, dated July 1, 2019 (included as Exhibit 10.3 to the Form 8-K filed on July 8, 2019, and incorporated herein by reference). | |
| 10.15 | Employment Agreement, by and among Precision Optics Corporation. Inc. and Divaker Mangadu, dated July 1, 2019 (included as Exhibit 10.4 to the Form 8-K filed on July 8, 2019, and incorporated herein by reference). | |
| 10.16† | Employment Agreement, by and among Precision Optics Corporation, Inc. and Jeff DiRubio, dated April 26, 2019 (included as Exhibit 10.16 to the annual report on Form 10-K filed on September 26, 2019, and incorporated herein by reference). | |
| 10.17+ | Lease Agreement, by and among Precision Optics Corporation, Inc. and Texzona Industries Ltd. dated July 1, 2019 (included as Exhibit 10.17 to the annual report on Form 10-K filed on September 26, 2019, and incorporated herein by reference). | |
| 10.18 | Employment Offer Letter Daniel S. Habhegger, dated December 2, 2019 (included as Exhibit 10.18 to the quarterly report on Form 10-Q filed on February 13, 2020, and incorporated herein by reference). | |
| 10.19 | Form of Securities Purchase Agreement, by and among Precision Optics Corporation, Inc. and several Investors, dated April 14, 2020 (included as Exhibit 10.1 to the current report on Form 8-K filed on May 7, 2020, and incorporated herein by reference). | |
| 10.20 | Form of Registration Rights Agreement, by and among Precision Optics Corporation, Inc. and several Investors, dated April 14, 2020 (included as Exhibit 10.2 to the current report on Form 8-K filed on May 7, 2020, and incorporated herein by reference). | |
| 14.1 | Precision Optics Corporation, Inc. Corporate Code of Ethics and Conduct (included as Exhibit 14.1 to the Form 10-K filed September 28, 2008, and incorporated herein by reference). | |
| 21.1 | Subsidiaries of the Registrant (included as Exhibit 21.1 to the Form 10-K filed September 26, 2008, and incorporated herein by reference). | |
| 23.1* | Consent of Independent Registered Public Accounting Firm. | |
| 23.2 | Consent of Amy Trombly, Esq. (included in Exhibit 5.1 above). | |
| * | Filed herewith. | |
| † | Certain portions of the agreement have been omitted to preserve the confidentiality of such information. The Company will furnish copies of any such information to the SEC upon request. | |
| + | The schedules to the agreement have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish copies of any such schedules to the SEC upon request. |
Copies of above exhibits not contained herein are available to any stockholder, upon written request to: Chief Financial Officer, Precision Optics Corporation, Inc., 22 East Broadway, Gardner, MA 01440.
Financial Statement Schedules
Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.
| II-5 |
UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§ 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
Provided, however, that:
| (2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (4) | (i) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
| (A) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (§230.424(b)(3) of this chapter) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
| (B) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (§230.424(b)(2), (b)(5), or (b)(7) of this chapter) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) (§230.415(a) (1)(i), (vii), or (x) of this chapter) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
| (h) | (3) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
| II-6 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Gardner, Commonwealth of Massachusetts, on August 14, 2020.
| PRECISION OPTICS CORPORATION, INC. | ||
| By: | /s/ Joseph N. Forkey | |
| Joseph N. Forkey | ||
| Chief Executive Officer, President and Treasurer | ||
| (Principal Executive Officer) | ||
POWER OF ATTORNEY
We, the undersigned directors of Precision Optics Corporation, Inc. hereby severally constitute and appoint Joseph N. Forkey and Daniel Habhegger, and both or either one of them, our true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution in for him/her and in his/her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any subsequent registration statements pursuant to Rule 462 of the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.
| Signature | Capacity | Date |
|
/s/ Joseph N. Forkey Joseph N. Forkey |
Chief Executive Officer, President, and Treasurer (Principal Executive Officer) |
August 14, 2020 |
| /s/ Daniel Habhegger | Chief Financial Officer | August 14, 2020 |
| Daniel Habhegger | (Principal Financial Officer and Principal Accounting Officer) | |
| /s/ Andrew J. Miclot | Director | August 14, 2020 |
| Andrew J. Miclot | ||
| /s/Peter H. Woodward | Director, Chairman | August 14, 2020 |
| Peter H. Woodward | ||
| /s/ Richard B. Miles | Director | August 14, 2020 |
| Richard B. Miles | ||
| II-7 |