8-K
PRO DEX INC (PDEX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported): October 13, 2023
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, zipcode)
(949) 769-3200
(Registrant’s telephone number includingarea 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 October 13, 2023, Pro-Dex, Inc. (the “Company”) is issuing a press release announcing its financial performance for the fourth fiscal quarter and fiscal year ended June 30, 2023. 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 October 13, 2023 |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL<br> 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: October 13, 2023 | Pro-Dex, Inc. | |
|---|---|---|
| By: | /s/ Alisha K. Charlton | |
| Alisha K. Charlton | ||
| Chief Financial Officer |
Exhibit 99.1
Contact: Richard L. Van Kirk, Chief Executive Officer
(949) 769-3200
For Immediate Release
PRO-DEX, INC. ANNOUNCES FISCAL 2023
FOURTH QUARTER AND FULL-YEAR RESULTS
IRVINE,CA, October 13, 2023 - PRO-DEX, INC. (NasdaqCM: PDEX) today announced financial results for its fiscal 2023 fourth quarter and full-year ended June 30, 2023. The Company also filed its Annual Report on Form 10-K for the fiscal year ending June 30, 2023, with the Securities and Exchange Commission (“SEC”) today.
Quarter Ended June 30, 2023
Net sales for the three months ended June 30, 2023 decreased $2.0 million, or 16%, to $10.6 million from $12.6 million for the three months ended June 30, 2022, due primarily to decreased medical device sales offset by increased repair revenue. We do not have much visibility into our customers’ distribution networks, but we surmise the decline in medical device sales is due to a buildup of customer inventory. As previously disclosed, we launched an enhanced repair program this fiscal year to upgrade the handpiece we sell our largest customer to its most current generation, which drove the increase in repair revenue. Gross profit for the three months ended June 30, 2023 decreased $82,000, or 2%. Although gross profit decreased, our gross margin increased from 27% for the three months ended June 30, 2022, to 32% for the three months ended June 30, 2023, due to favorable product mix.
Operating expenses (which include selling, general and administrative, and research and development expenses) for the quarter ended June 30, 2023, decreased 23% to $1.8 million from $2.3 million in the prior year’s corresponding quarter, due primarily to decreased expenditures of $455,000 in general and administrative expenses due mostly to reduced non-cash compensation related to stock compensation.
Net income for the quarter ended June 30, 2023, decreased $336,000 to $1.5 million, or $0.42 per diluted share, compared to $1.8 million, or $0.49 per diluted share, in the corresponding quarter in 2022.
Year Ended June 30, 2023
Net sales for the fiscal year ended June 30, 2023 increased $4.0 million, or 10%, to $46.0 million from $42.0 million for the fiscal year ended June 30, 2022, due primarily to increases in repair revenue as well as NRE and prototype services offset by a decrease in medical device revenue. Specifically, repair revenue increased $6.0 million due to the enhanced repair program that we launched with our largest customer this fiscal year, and NRE and prototype revenue increased $1.7 million due to several billable projects offset by a decrease in medical device revenue of $3.3 million, which we believe is caused by a buildup of customer inventory.
Gross profit for the fiscal year ended June 30, 2023 decreased $0.4 million, or 3%, to $12.7 million compared to $13.1 million for fiscal 2022, due to increased cost of sales.
Operating expenses (which include selling, general and administrative, and research and development expenses) for the fiscal year ended June 30, 2023 decreased 13% to $7.0 million from $8.0 million in the prior fiscal year. Of the total decrease in operating expenses, $875,000 relates to a decrease in general and administrative expenses from fiscal 2022 to fiscal 2023 due to reduced legal and settlement expenses related to employment matters and reduced non-cash compensation expense related to stock compensation.
Net income for the fiscal year ended June 30, 2023, was $7.1 million, or $1.95 per diluted share, compared to $4.6 million, or $1.21 per diluted share, for fiscal 2022. The most significant reason for the $2.5 million increase in net income for the fiscal year ended June 30, 2023, compared to the prior fiscal year, is the unrealized gain related to a warrant to purchase up to 5% of the outstanding stock of Monogram Orthopaedics, Inc. (“Monogram”) a start-up medical device company that we invested in during fiscal 2017. The Monogram warrant is the subject of a restatement of our previously issued financial statements described more fully in our Annual Report on Form 10-K for the fiscal year ending June 30, 2023, filed with the SEC today.
CEO Comments
“We are very pleased to announce that we are fully operational in our Franklin facility.” said the Company’s President and Chief Executive Officer Richard L. (“Rick”) Van Kirk. “While the build-out and validation activities took longer than expected, we are now well positioned to continue to grow the business, as reflected by our record back log of $41.6 million as of June 30, 2023. I am appreciative of the entire Pro-Dex team for their dedication to getting the Franklin facility completed and operational.” Mr. Van Kirk continued, “We are excited to announce that we executed another distribution agreement in the fourth quarter for our thoracic driver, which launched in the first quarter of fiscal 2024.”
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 which appeal to our customers, primarily medical device distributors. Pro-Dex also sells rotary air motors. 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 (including, but not limited to, prospects for future growth and any potential for actual gain, if any, that may ultimately be realized from the Monogram warrant) 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 risks 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
(In thousands, except share data)
| 2022 | |||
| ASSETS | (Restated) | ||
| Current assets: | |||
| Cash and cash equivalents | 2,936 | $ | 849 |
| Investments | 1,134 | 755 | |
| Accounts receivable, net of allowance for doubtful accounts of 0 at June 30, 2023 and 2022 | 9,952 | 15,384 | |
| Deferred costs | 494 | 710 | |
| Inventory | 16,167 | 12,678 | |
| Prepaid expenses | 296 | 790 | |
| Total current assets | 30,979 | 31,166 | |
| Land and building, net | 6,249 | 6,343 | |
| Equipment and improvements, net | 5,079 | 4,833 | |
| Right of use asset, net | 1,872 | 2,248 | |
| Intangibles, net | 81 | 118 | |
| Deferred income taxes, net | — | 256 | |
| Investments | 7,521 | 4,083 | |
| Other assets | 42 | 42 | |
| Total assets | 51,823 | $ | 49,089 |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||
| Current liabilities: | |||
| Accounts payable | 2,261 | $ | 3,761 |
| Accrued liabilities | 3,135 | 2,751 | |
| Income taxes payable | 453 | 544 | |
| Deferred revenue | — | 1,013 | |
| Notes payable | 3,827 | 3,285 | |
| Total current liabilities | 9,676 | 11,354 | |
| Non-current liabilities: | |||
| Lease liability, net of current portion | 1,638 | 2,054 | |
| Deferred income taxes, net | 8 | — | |
| Notes payable, net of current portion | 8,911 | 10,250 | |
| Total non-current liabilities | 10,557 | 12,304 | |
| Total liabilities | 20,233 | 23,658 | |
| Commitments and Contingencies: | |||
| Shareholders’ equity: | |||
| Common stock, no par value, 50,000,000 shares authorized; 3,545,309 and 3,596,131 shares issued and outstanding at June 30, 2023 and 2022, respectively | 6,767 | 7,682 | |
| Retained earnings | 24,823 | 17,749 | |
| Total shareholders’ equity | 31,590 | 25,431 | |
| Total liabilities and shareholders’ equity | 51,823 | $ | 49,089 |
All values are in US Dollars.
PRO-DEX, INC. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
(In thousands, except per share data)
| Three<br> Months Ended<br> June 30, <br>(Unaudited) | Years<br> Ended<br> June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||||
| (Restated) | (Restated) | |||||||||||
| Net sales | $ | 10,639 | $ | 12,615 | $ | 46,087 | $ | 42,041 | ||||
| Cost of sales | 7,279 | 9,173 | 33,338 | 28,909 | ||||||||
| Gross profit | 3,360 | 3,442 | 12,749 | 13,132 | ||||||||
| Operating expenses: <br>Selling expenses | 9 | 12 | 155 | 91 | ||||||||
| General and administrative expenses | 1,046 | 1,501 | 4,028 | 4,903 | ||||||||
| Loss on disposal of equipment | — | 21 | — | 35 | ||||||||
| Research and development costs | 695 | 726 | 2,804 | 2,980 | ||||||||
| Total operating expenses | 1,750 | 2,260 | 6,987 | 8,009 | ||||||||
| Operating profit | 1,610 | 1,182 | 5,762 | 5,123 | ||||||||
| Interest expense | (145 | ) | (115 | ) | (533 | ) | (464 | ) | ||||
| Unrealized gain (loss) on investments | 492 | 965 | 3,899 | 931 | ||||||||
| Gain on sale of investments | — | 28 | 6 | 28 | ||||||||
| Interest and dividend income | 58 | 26 | 294 | 76 | ||||||||
| Income before income taxes | 2,015 | 2,086 | 9,428 | 5,694 | ||||||||
| Income tax expense | 514 | 249 | 2,354 | 1,122 | ||||||||
| Net income | $ | 1,501 | $ | 1,837 | $ | 7,074 | $ | 4,572 | ||||
| Basic & Diluted income per share: | ||||||||||||
| Basic net income per share | $ | 0.42 | $ | 0.51 | $ | 1.98 | $ | 1.26 | ||||
| Diluted net income per share | $ | 0.42 | $ | 0.49 | $ | 1.95 | $ | 1.21 | ||||
| Weighted average shares outstanding: | ||||||||||||
| Basic | 3,545,309 | 3,608,610 | 3,571,044 | 3,635,894 | ||||||||
| Diluted | 3,610,109 | 3,731,419 | 3,636,944 | 3,763,345 |
PRO-DEX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
| Years<br> Ended June 30, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | (Restated) | |||||
| Net income | $ | 7,074 | $ | 4,572 | ||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||
| Depreciation and amortization | 857 | 726 | ||||
| Unrealized (gain) loss on marketable equity investments | (3,899 | ) | (931 | ) | ||
| Gain on sale of investments | (6 | ) | (28 | ) | ||
| Impairment of long-lived assets | — | 84 | ||||
| Non-cash lease expense (recovery) | (2 | ) | 13 | |||
| Loss on sale or disposal of equipment | — | 35 | ||||
| Amortization of loan fees | 12 | 9 | ||||
| Share-based compensation | 766 | 1,275 | ||||
| Deferred income taxes | 264 | (63 | ) | |||
| Bad debt expense (recovery) | — | (2 | ) | |||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | 5,432 | (4,449 | ) | |||
| Deferred costs | 216 | (517 | ) | |||
| Inventory | (3,489 | ) | (4,241 | ) | ||
| Prepaid expenses | 494 | (331 | ) | |||
| Accounts payable and accrued expenses | (1,153 | ) | 1,991 | |||
| Deferred revenue | (1,013 | ) | 863 | |||
| Income taxes payable | (91 | ) | 147 | |||
| Net cash provided by (used in) operating activities | 5,462 | (847 | ) | |||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
| Purchases of equipment and improvements | (974 | ) | (1,638 | ) | ||
| Proceeds from sale of investments | 89 | 770 | ||||
| Increase in intangibles | — | (33 | ) | |||
| Purchase of investments | — | (334 | ) | |||
| Net cash used in investing activities | (885 | ) | (1,235 | ) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
| Principal payments on notes payable | (6,093 | ) | (1,244 | ) | ||
| Borrowing from Minnesota Bank & Trust, net of loan origination fees | 5,284 | 2,000 | ||||
| Repurchases of common stock | (1,547 | ) | (1,606 | ) | ||
| Payments of employee taxes on net issuance of common stock | (223 | ) | — | |||
| Proceeds from exercise of stock options and ESPP contributions | 89 | 60 | ||||
| Net cash used in financing activities | (2,490 | ) | (790 | ) | ||
| Net increase (decrease) in cash and cash equivalents | 2,087 | (2,872 | ) | |||
| Cash and cash equivalents, beginning of year | 849 | 3,721 | ||||
| Cash and cash equivalents, end of year | $ | 2,936 | $ | 849 |