-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DDvWwuyquueL0mVfTHb/U0s92cWEu7os+ON/JgUed3KVPMBB7zoV8jWK9Ay3LTNS RFt3VeNWAikRof5cpqM30g== 0001144204-09-007576.txt : 20090213 0001144204-09-007576.hdr.sgml : 20090213 20090212175438 ACCESSION NUMBER: 0001144204-09-007576 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090212 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090213 DATE AS OF CHANGE: 20090212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRO DEX INC CENTRAL INDEX KEY: 0000788920 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 841261240 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14942 FILM NUMBER: 09596568 BUSINESS ADDRESS: STREET 1: 2361 MCGAW AVENUE CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 949-769-3200 MAIL ADDRESS: STREET 1: 2361 MCGAW AVENUE CITY: IRVINE STATE: CA ZIP: 92614 8-K 1 v139830_8k.txt ================================================================================ 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) February 12, 2009 PRO-DEX, INC. (Exact name of registrant as specified in its charter) COLORADO 0-14942 84-1261240 - ---------------------------- ------------------------- ------------------------- (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification Number) incorporation) 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 ( see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 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)) ================================================================================ Item 2.02 Results of Operations and Financial Condition. - --------- ----------------------------------------------- The information in this Form 8-K and the Exhibits 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 February 12, 2009 Pro-Dex, Inc. issued a press release announcing its financial performance for the second quarter of fiscal year 2009. On that same date, Pro-Dex, Inc. conducted a conference call concerning its performance for the second quarter of fiscal year 2009. A copy of the news release is attached to this Form 8-K as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits - --------- --------------------------------- (c) Exhibits. Exhibit 99.1 Press release dated February 12, 2009 of Pro-Dex Inc. 2 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: February 12, 2009 PRO-DEX, INC (REGISTRANT). By: /s/ Mark P. Murphy ----------------------------------- Mark P. Murphy Chief Executive Officer 3 INDEX TO EXHIBITS Exhibit Number Description -------- -------------------------------------------------------------- 99.1 Press Release dated February 12, 2009 4 EX-99.1 2 v139830_ex99-1.txt [LOGO] Contact: Mark Murphy, Chief Executive Officer (949) 769-3200 Jeff Stanlis, Investor Relations Hayden Investor Relations. (602) 476-1821 For Immediate Release PRO-DEX, INC. ANNOUNCES FISCAL SECOND QUARTER 2009 RESULTS Returns to Profitability Books Purchase Order for New Product Record $12.1 Million Backlog as of December 31, 2008 Addition of Dedicated Motion Control Business Development Manager IRVINE, CA, February 12, 2009 - PRO-DEX, INC. (NASDAQ: PDEX) today announced financial results for the second fiscal quarter 2009, the period ending December 31, 2008. Consolidated net sales for the fiscal second quarter decreased 14% to $5.2 million compared to $6.1 million reported for the fiscal second quarter of 2008. The decrease was primarily due to the delivery of a single product to a major medical customer during the second quarter of last fiscal year. These sales were not repeated in the second quarter of fiscal 2009 as this customer plans to replace this product with newly developed product that Pro-Dex is forecasting to begin shipping in the second half of this fiscal year. In addition, the Company has been exiting the sale of low-profit, non-differentiated products. Lastly, the second quarter of fiscal year 2008 included customer-funded development fees that were not repeated this year. Consolidated gross profit for the quarter ended December 31, 2008 decreased 18% over the same quarter in the previous year to $1.9 million, a 37% gross profit margin, compared to gross profit of $2.4 million or 38% gross profit margin last year. The decrease in gross profit dollars was volume related as margins remained relatively flat. It is important to note that gross margin profitability was maintained on lower sales dollars as higher costs related to the Company's new Irvine facility were offset by lower warranty expenses. Consolidated operating expenses for the fiscal second quarter 2009 decreased by $14,000 (1%) compared to the second fiscal quarter 2008. As a result, net income for the second fiscal quarter 2009 was $81,000 or $0.01 per basic and diluted share compared to net income of $305,000 or $0.03 per share on a basic and diluted basis for the three months ended December 31, 2008. Mark P. Murphy, the Company's President and Chief Executive Officer, commented, "We indicated to our shareholders last quarter that we were committed to returning to profitable operations and the generation of cash. Despite a substantial decrease in top line, we achieved both of those objectives this quarter, earning a small profit and generating over $400,000 in operating cash. Our strong bookings in Q2 included a $1.6 million order for a new product developed by Pro-Dex, evidencing a significant milestone in our rejuvenated business model and representing future off-set to the decreased sales of the second quarter. Our record backlog of $12.1 million at quarter-end is also an indication that strong demand for our products remains intact." Mr. Murphy added, "We continue to expand our business development capability across all of our business units in an effort to grow sales and penetrate new markets. Specifically, Pro-Dex recently hired a Business Development Manager to focus on worldwide sales of our Motion Control products." The Company completed the quarter ending December 31, 2008 with cash and cash equivalents of $406,000 compared to $517,000 as of June 30, 2008. Total working capital was $6.3 million as of December 31, 2008. At December 31, 2008, there was $400,000 borrowed against the Company's $4 million credit line compared to $2.0 million borrowed at June 30, 2008, evidencing our continued strong cash generation. Subsequent to the year end, Pro-Dex generated sufficient cash to fully retire the $271,000 balance on its Term Note which was originally scheduled to be retired in January 2010. Concluding, Mr. Murphy stated, "We are committed to generating profit at current sales levels, despite those levels being impacted by shifts in product mix and market conditions. At the same time, we are committed to building the top line through continued customer-funded product development and supporting the infrastructure required to increase top line sales. We have a strong and clean balance sheet, an ability to produce cash and are on a mission to increase profitability." Teleconference Information: - --------------------------- Investors and all others are invited to listen to a conference call discussing the second fiscal quarter 2009 results, today at 4:30 p.m. Eastern Time. The call is scheduled to be broadcast live over the Internet and may be accessed by visiting the Company's website at http://www.pro-dex.com or directly at http://www.videonewswire.com/event.asp?id=55887. Mark Murphy, Chief Executive Officer and Jeff Ritchey, Chief Financial Officer, plan to host the call. If you would like to join the call, dial (877) 356-8625 U.S. and (706) 634-9779 International, conference I.D. 84778840. You may identify the call as the Pro-Dex Second Quarter Earnings Call. An online archive of the broadcast will be available within one hour of the completion of the call and will be accessible on the Company's website for 30 days. Additionally, a telephone replay will be available 2 hours after the call for 48 hours by dialing (800) 642-1687 U.S. or (706) 645-9291 for international callers, conference I.D. number 84778840. Pro-Dex Inc., with operations in Irvine, California, Beaverton, Oregon and Carson City, Nevada, specializes in bringing speed to market in the development and manufacture of technology-based solutions that incorporate embedded motion control, miniature rotary drive systems and fractional horsepower DC motors, serving the medical, dental, semi-conductor, scientific research and aerospace markets. Pro-Dex's products are found in hospitals, dental offices, medical engineering labs, scientific research facilities, commercial and military aircraft, and high tech manufacturing operations globally. 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 disclosure 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 CONSOLIDATED BALANCE SHEETS
December 31, 2008 June 30,2008 (unaudited) (audited) ------------ ------------ ASSETS Current assets: Cash and cash equivalents $ 406,000 $ 517,000 Accounts receivable, net of allowance for doubtful accounts of $139,000 at December 31, 2008 and $144,000 at June 30, 2008 2,679,000 2,842,000 Other current receivables 12,000 205,000 Inventories 4,006,000 5,101,000 Prepaid expenses 171,000 214,000 Prepaid income taxes 908,000 860,000 Deferred income taxes 1,183,000 1,176,000 ------------ ------------ Total current assets 9,365,000 10,915,000 ------------ ------------ Property, plant, equipment, net 6,282,000 6,470,000 ------------ ------------ Other assets: Goodwill 2,997,000 2,997,000 Intangibles - Patents, net 1,172,000 1,221,000 Other 84,000 68,000 ------------ ------------ Total other assets 4,253,000 4,286,000 ------------ ------------ Total assets $ 19,900,000 $ 21,671,000 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Credit Line $ 400,000 $ 2,000,000 Accounts payable 664,000 1,736,000 Accrued expenses 1,258,000 2,053,000 Income taxes payable -- 114,000 Current portion Patent deferred payable 45,000 -- Current portion of term note 250,000 396,000 Current portion of TI loan 400,000 -- Current portion of real estate loan 31,000 30,000 ------------ ------------ Total current liabilities 3,048,000 6,329,000 Long-term liabilities: Term Note 21,000 -- TI Loan 1,567,000 -- Real estate loan 1,544,000 1,560,000 Patent deferred payable -- 44,000 Deferred income taxes 290,000 290,000 Deferred rent 184,000 150,000 ------------ ------------ Total long-term liabilities 3,606,000 2,044,000 ------------ ------------ Total liabilities 6,654,000 8,373,000 ------------ ------------ Shareholders' equity: Common shares; no par value; 50,000,000 shares authorized; 9,669,277 shares issued and outstanding December 31, 2008, 9,803,366 shares issued and outstanding June 30, 2008 16,530,000 16,545,000 Accumulated deficit (3,284,000 (3,247,000) ------------ ------------ Total shareholders' equity 13,246,000 13,298,000 ------------ ------------ Total liabilities and shareholders' equity $ 19,900,000 $ 21,671,000 ============ ============
PRO-DEX, INC. and SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Three months ended December 31 (unaudited)
2008 2007 ----------- ----------- Net sales $ 5,237,000 $ 6,123,000 Cost of sales 3,305,000 3,769,000 ----------- ----------- Gross profit 1,932,000 2,354,000 Operating expenses: Selling 329,000 352,000 General and administrative expenses 833,000 866,000 Research and development costs 677,000 635,000 ----------- ----------- Total operating expenses 1,839,000 1,853,000 ----------- ----------- Income from operations 93,000 501,000 Other income (expense): Other income, net -- 48,000 Royalty income 8,000 14,000 Interest (expense), net (60,000) (40,000) ----------- ----------- Total (52,000) 22,000 ----------- ----------- Income before (benefit) provision for income taxes 41,000 523,000 (Benefit) provision for income taxes (40,000) 218,000 ----------- ----------- Net Income $ 81,000 $ 305,000 Net Income per share: ----------- ----------- Basic $ 0.01 $ 0.03 ----------- ----------- Diluted $ 0.01 $ 0.03 ----------- ----------- Weighted average shares outstanding - basic 9,698,913 9,718,366 ----------- ----------- Weighted average shares outstanding - diluted 9,714,917 9,888,356 ----------- -----------
See notes to condensed consolidated financial statements. PRO-DEX, INC. and SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Six months ended December 31 (unaudited)
2008 2007 ------------ ------------ Net sales $ 10,893,000 $ 12,114,000 Cost of sales 7,206,000 7,608,000 ------------ ------------ Gross profit 3,687,000 4,506,000 Operating expenses: Selling 673,000 675,000 General and administrative expenses 1,681,000 1,601,000 Research and development costs 1,396,000 1,209,000 ------------ ------------ Total operating expenses 3,750,000 3,485,000 ------------ ------------ Income from operations (63,000) 1,021,000 Other income (expense): Other income, net -- 48,000 Royalty income 9,000 20,000 Interest (expense), net (121,000) (82,000) ------------ ------------ Total (112,000) (14,000) ------------ ------------ Income (loss) before (benefit) provision for income taxes (175,000) 1,007,000 (Benefit) provision for income taxes (138,000) 376,000 ------------ ------------ Net income (loss) $ (37,000) $ 631,000 Net Income (loss) per share: Basic $ (0.00) $ 0.06 ------------ ------------ Diluted $ (0.00) $ 0.06 ------------ ------------ Weighted average shares outstanding - basic 9,741,160 9,718,366 ------------ ------------ Weighted average shares outstanding - diluted 9,741,160 9,926,306 ------------ ------------
See notes to condensed consolidated financial statements. PRO-DEX, INC. and SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Six months ended December 31 (unaudited)
2008 2007 ----------- ----------- Cash Flows from Operating Activities: Net Income $ (37,000) $ 631,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 417,000 243,000 Stock based compensation 86,000 103,000 (Recovery) of provision for doubtful accounts (5,000) (18,000) (Decrease) in deferred taxes (7,000) (87,000) Changes in: Decrease in accounts receivable 362,000 395,000 Decrease (increase) in inventories 1,095,000 (385,000) Decrease (increase) in prepaid expenses 43,000 (79,000) (Increase) in other assets (17,000) (8,000) (Decrease) increase in accounts payable and accrued expenses (1,887,000) 417,000 (Decrease) Increase in income taxes payable (106,000) 54,000 Net Cash provided (used) by Operating Activities (56,000) 1,266,000 ----------- ----------- Cash Flows From Investing Activities: Purchases of equipment and leasehold improvements (180,000) (770,000) ----------- ----------- Net Cash used in Investing Activities (180,000) (770,000) ----------- ----------- Cash Flows from Financing Activities: Net (payments) on line of credit (1,600,000) (300,000) Principal (payments) on term note (126,000) (125,000) Principal borrowing on TI Loan 1,967,000 -- Principal (payments) on mortgage (15,000) (14,000) Principal (payment) on patent deferred payable -- (240,000) Stock repurchases (101,000) -- ----------- ----------- Net Cash provided by Financing Activities 125,000 (679,000) ----------- ----------- Net (decrease) in Cash and Cash Equivalents (111,000) (183,000) Cash and Cash Equivalents, beginning of period 517,000 403,000 ----------- ----------- Cash and Cash Equivalents, end of period $ 406,000 $ 220,000 =========== =========== - -------------------------------------------------------------------------------------------- Supplemental Information Cash payments for interest $ 117,000 $ 95,000 Cash payments for income taxes $ - $ 560,000 ----------- ----------- - --------------------------------------------------------------------------------------------
See notes to condensed consolidated financial statements. -----END PRIVACY-ENHANCED MESSAGE-----