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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 3, 2022
PRO-DEX, INC.
(Exact name of registrant as specified in charter)
| Colorado | 0-14942 | 84-1261240 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
2361 McGaw Avenue
Irvine, California 92614
(Address of principal executive offices, zip code)
(949) 769-3200
(Registrant’s telephone number including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, no par value | PDEX | NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company ☐ |
If an emerging growth company, indicate by checkmark 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. ☐
| Item 2.02. | Results of Operations and Financial Condition. |
The information in this Item 2.02 of this Form 8-K, as well as Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On November 3, 2022, Pro-Dex, Inc. (the “Company”) is issuing a press release announcing its financial performance for the first quarter and three months ended September 30, 2022. A copy of the press release is attached to this Form 8-K as Exhibit 99.1, which is incorporated herein by this reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description | |
| 99.1 | Press Release dated November 3, 2022. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 3, 2022 | Pro-Dex, Inc. | |
| By: | /s/ Alisha K. Charlton | |
| Alisha K. Charlton | ||
| Chief Financial Officer | ||
INDEX TO EXHIBITS
| Exhibit Number | Description | |
| 99.1 | Press Release dated November 3, 2022. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
EXHIBIT 99.1
Contact: Richard L. Van Kirk, Chief Executive Officer
(949) 769-3200
For Immediate Release
PRO-DEX, INC. ANNOUNCES FISCAL 2023 FIRST QUARTER RESULTS
IRVINE, CA, November 3, 2022 - PRO-DEX, INC. (NasdaqCM: PDEX) today announced financial results for its fiscal 2023 first quarter ended September 30, 2022. The Company also filed its Quarterly Report on Form 10-Q for the first quarter of fiscal year 2023 with the Securities and Exchange Commission today.
Net sales for the three months ended September 30, 2022 increased $1.1 million, or 11%, to $11.1 million from $10.0 million for the three months ended September 30, 2021. The increase is driven primarily by $0.8 million in increased repairs of the surgical handpiece we sell to our largest customer as well as increases of $0.7 million in sales of our NRE & proto-type offerings. Offsetting these increases, sales of our medical devices decreased approximately $397,000 in the first quarter of fiscal 2023 compared to the corresponding period of the prior fiscal year. As previously described, sales are often not on a continuous upward trajectory due to variability in new product launches and customer planned inventory builds, but we remain confident in our continued long-term sales growth.
Gross profit for the three months ended September 30, 2022, decreased $472,000, or 14%, compared to the year-ago period. Gross margin decreased by 7 percentage points to 27% during the three months ended September 30, 2022, compared to 34% during the corresponding year-ago period, due primarily to repairs of the surgical handpiece we sell to our largest customer. Beginning in fiscal 2023 we began upgrading all repaired units for this customer to the newest release of the handpiece at no additional cost. We have continued to deliver these upgrades in good faith, while continuing negotiations with this customer to compensate us for these more costly upgrades.
Operating expenses (which include selling, general and administrative, and research and development expenses) for the quarter ended September 30, 2022 decreased $104,000 from the corresponding year-ago period. The decrease resulted from decreased non-cash stock compensation expense related to previously issued awards as well as reduced research and development expenses as we have more billable projects in the first quarter of fiscal 2023 compared to the corresponding period of the prior fiscal year.
Net income for the quarter ended September 30, 2022 was $1.1 million, or $0.29 per diluted share, compared to $1.1 million, or $0.28 per diluted share, for the quarter ended September 30, 2021.
CEO Comments
Richard L. (“Rick”) Van Kirk, the Company’s President and Chief Executive Officer, commented, “We are pleased with our first quarter results and to share that the FDA has authorized commencement of manufacturing activities at the Franklin facility. Additionally,” concluded Mr. Van Kirk, “we are confident that our negotiations with our largest customer related to upgrades will conclude with an infusion of additional revenue.”
About Pro-Dex, Inc.:
Pro-Dex, Inc. specializes in the design, development, and manufacture of autoclavable, battery-powered and electric, multi-function surgical drivers and shavers used primarily in the orthopedic, thoracic, and maxocranial facial markets. We have patented adoptive torque-limiting software and proprietary sealing solutions that appeal to our customers, primarily medical device distributors. Pro-Dex also sells compact pneumatic air motors for a variety of industrial applications. Pro-Dex's products are found in hospitals and medical engineering labs around the world. For more information, visit the Company's website at www.pro-dex.com.
Statements herein concerning the Company's plans, growth, and strategies may include 'forward-looking statements' within the context of the federal securities laws. Statements regarding the Company's future events, developments, and future performance, as well as management's expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws. The Company's actual results may differ materially from those suggested as a result of various factors. Interested parties should refer to the risk factors and other disclosures concerning the operational and business concerns of the Company set forth in the Company's filings with the Securities and Exchange Commission.
(tables follow)
PRO-DEX, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share amounts)
| September 30, 2022 |
June 30, 2022 |
|||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | 2,798 | $ | 849 | ||||
| Investments | 813 | 755 | ||||||
| Accounts receivable, net of allowance for doubtful accounts of $2 and $0 at September 30, 2022 and at June 30, 2022, respectively | 11,045 | 15,384 | ||||||
| Deferred costs | 587 | 710 | ||||||
| Inventory | 15,664 | 12,678 | ||||||
| Prepaid expenses and other current assets | 928 | 790 | ||||||
| Total current assets | 31,835 | 31,166 | ||||||
| Land and building, net | 6,319 | 6,343 | ||||||
| Equipment and leasehold improvements, net | 4,852 | 4,833 | ||||||
| Right of use asset, net | 2,156 | 2,248 | ||||||
| Intangibles, net | 108 | 118 | ||||||
| Deferred income taxes, net | 764 | 797 | ||||||
| Investments | 1,889 | 1,779 | ||||||
| Other assets | 42 | 42 | ||||||
| Total assets | $ | 47,965 | $ | 47,326 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | 3,549 | $ | 3,761 | ||||
| Accrued liabilities | 3,245 | 2,751 | ||||||
| Income taxes payable | 731 | 544 | ||||||
| Deferred revenue | 851 | 1,013 | ||||||
| Note payable | 3,297 | 3,285 | ||||||
| Total current liabilities | 11,673 | 11,354 | ||||||
| Lease liability, net of current portion | 1,954 | 2,054 | ||||||
| Notes payable, net of current portion | 9,922 | 10,250 | ||||||
| Total non-current liabilities | 11,876 | 12,304 | ||||||
| Total liabilities | 23,549 | 23,658 | ||||||
| Shareholders’ Equity: | ||||||||
| Common stock; no par value; 50,000,000 shares authorized; 3,606,422 and 3,596,131 shares issued and outstanding at September 30, 2022 and June 30, 2022, respectively | 7,354 | 7,682 | ||||||
| Retained earnings | 17,062 | 15,986 | ||||||
| Total shareholders’ equity | 24,416 | 23,668 | ||||||
| Total liabilities and shareholders’ equity | $ | 47,965 | $ | 47,326 | ||||
PRO-DEX, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except share and per share amounts)
| Three Months Ended September 30, | ||||||||
| 2022 | 2021 | |||||||
| Net sales | $ | 11,087 | $ | 9,988 | ||||
| Cost of sales | 8,131 | 6,560 | ||||||
| Gross profit | 2,956 | 3,428 | ||||||
| Operating expenses: | ||||||||
| Selling expenses | 53 | 37 | ||||||
| General and administrative expenses | 1,024 | 1,093 | ||||||
| Research and development costs | 929 | 980 | ||||||
| Total operating expenses | 2,006 | 2,110 | ||||||
| Operating income | 950 | 1,318 | ||||||
| Other income (expense): | ||||||||
| Interest and dividend income | 218 | 24 | ||||||
| Realized gain on sale of marketable equity investments | 6 | — | ||||||
| Unrealized gain on marketable equity investments | 250 | 149 | ||||||
| Interest expense | (130 | ) | (120 | ) | ||||
| Total other income | 344 | 53 | ||||||
| Income before income taxes | 1,294 | 1,371 | ||||||
| Provision for income taxes | 218 | 307 | ||||||
| Net income | $ | 1,076 | $ | 1,064 | ||||
| Basic and diluted net income per share: | ||||||||
| Basic net income per share | $ | 0.30 | $ | 0.29 | ||||
| Diluted net income per share | $ | 0.29 | $ | 0.28 | ||||
| Weighted average common shares outstanding: | ||||||||
| Basic | 3,616,392 | 3,651,334 | ||||||
| Diluted | 3,694,959 | 3,777,118 | ||||||
| Common shares outstanding | 3,606,422 | 3,666,319 | ||||||