8-K

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 7, 2019

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 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 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 7, 2019, Pro-Dex, Inc. (the “Company”) is issuing a press release announcing its financial performance for the first quarter and three months ended September 30, 2019. 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 7, 2019.

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 7, 2019	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 7, 2019.

EX-99.1

EXHIBIT 99.1

Contact:  Richard L. Van Kirk, Chief Executive Officer

(949) 769-3200

For Immediate Release

PRO-DEX, INC. ANNOUNCES FISCAL 2020 FIRST QUARTER RESULTS

IRVINE, CA, November 7, 2019 - PRO-DEX, INC. (NasdaqCM: PDEX) today announced financial results for its fiscal 2020 first quarter ended September 30, 2019.

Net sales for the three months ended September 30, 2019, increased $324,000, or 5%, to $7.2 million from $6.9 million for the three months ended September 30, 2018. The increase is driven by increased sales to our largest customer, primarily increased repair revenue.

Gross profit for the three months ended September 30, 2019, remained fairly flat, increasing $53,000, or 2%, to $2.8 million, compared to $2.7 million for the year-ago period. Gross margin decreased by 1 percentage point to 38% during the three months ended September 30, 2019, compared to 39% during the corresponding year-ago period.

Operating expenses (which include selling, general and administrative, and research and development expenses) for the quarter ended September 30, 2019 increased $290,000 from the corresponding year-ago period. We are increasing these expenditures in an effort to release new products and garner new customer relationships.

Net income for the quarter ended September 30, 2019, was $1.1 million, or $0.27 per diluted share, compared to $1.3 million or $0.31 per diluted share, for the quarter ended September 30, 2018.

CEO Comments

Richard L. (“Rick”) Van Kirk, the Company’s President and Chief Executive Officer, commented, “We are pleased with our first quarter results, which include another record-breaking sales level in excess of $7 million. We continue to reinvest our profits in both research and development and business development to continue to grow our core medical device business. Finally,” concluded Mr. Van Kirk, “we have experienced delays in our planned product launches as we modify our thoracic driver to meet our customer’s specific needs.”

The amount spent on projects under development, along with the current estimated commercial launch date and estimated recurring annual revenue is summarized below (in thousands):

	For the Three Months Ended September 30,
	2019		2018		Market Launch		Est. Annual Revenue
Total Research & Development costs:	$	484	$	408
Products in development:
Thoracic Driver	$	19	$	75		03/20	$	4,000
Arthroscopic Shaver		6		22		06/20	$	600
Arthroscopic Attachment		—		6		12/19	$	150
CMF Driver		17		—		06/20	$	350
Sustaining & Other		442		305
Total	$	484	$	408
Customer CMF Driver (1)	$	99	$	54		12/19	$	2,500

⁽¹⁾

Costs incurred related to customer contracts are included in costs of sales and deferred costs and are not included in research and development costs.

The completion of our thoracic driver is currently a priority for our engineering team. The costs in the table above represent our costs related to our Pro-Dex branded driver, which is substantially complete. As we previously discussed, in early fiscal 2019 we entered a development contract with a current significant customer to private-label this driver for their unique specifications. We have had technical delays related to performance of this driver with a specific customer attachment. We currently believe we will launch this product in the third quarter of this fiscal year and have delayed the anticipated launch of most other products to focus on the completion of this thoracic driver.

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 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 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.

CONDENSED BALANCE SHEETS

(Unaudited)

(In thousands, except share amounts)

	September 30, 2019			June 30, 2019
ASSETS
Current Assets:
Cash and cash equivalents	$	6,502		$	7,742
Investments		3,127			2,649
Accounts receivable, net of allowance for doubtful accounts of $12 and $0 at September 30, 2019 and at June 30, 2019, respectively		3,157			4,100
Deferred costs		493			430
Inventory		6,844			6,239
Prepaid expenses and other current assets		232			623
Total current assets		20,355			21,783
Equipment and leasehold improvements, net		2,653			2,726
Right of use asset, net		3,187			—
Intangibles, net		129			129
Deferred income taxes, net		301			260
Investments		1,306			582
Other assets		40			40
Total assets	$	27,971		$	25,520
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	1,376		$	1,996
Accrued expenses		1,306			1,437
Deferred revenue		240			215
Note payable and capital lease obligations		624			622
Total current liabilities		3,546			4,270
Deferred rent		—			146
Lease liability, net of current portion		3,015			—
Income taxes payable		191			162
Notes and capital leases payable, net of current portion		3,775			3,934
Total non-current liabilities		6,981			4,242
Total liabilities		10,527			8,512
Shareholders’ equity:
Common shares; no par value; 50,000,000 shares authorized; 3,990,995 and 4,039,491 shares issued and outstanding at September 30, 2019 and June 30, 2019, respectively		15,161			15,815
Accumulated other comprehensive loss		(606	)		(549	)
Retained earnings		2,889			1,742
Total shareholders’ equity		17,444			17,008
Total liabilities and shareholders’ equity	$	27,971		$	25,520

PRO-DEX, INC.

CONDENSED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME

(Unaudited)

(In thousands, except share and per share amounts)

	Three Months Ended September 30,
	2019			2018
Net sales	$	7,240		$	6,916
Cost of sales		4,460			4,189
Gross profit		2,780			2,727
Operating (income) expenses:
Selling expenses		142			33
General and administrative expenses		663			565
Gain on disposal of equipment		—			(7	)
Research and development costs		484			408
Total operating expenses		1,289			999
Operating income		1,491			1,728
Other income (expense):
Interest and miscellaneous income		35			74
Interest expense		(59	)		(20	)
Total other income (expense)		(24	)		54
Income before income taxes		1,467			1,782
Provision for income taxes		363			433
Net income		1,104			1,349
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) from marketable equity investments, net of taxes		(57	)		298
Comprehensive income	$	1,047		$	1,647
Basic and diluted income per share:
Basic net income per share	$	0.28		$	0.31
Diluted net income per share	$	0.27		$	0.31
Weighted average common shares outstanding:
Basic		4,008,017			4,330,636
Diluted		4,110,414			4,372,893
Common shares outstanding		3,990,995			4,249,548

PRO-DEX, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Three Months Ended September 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	1,104		$	1,349
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		138			88
Share-based compensation		12			10
Non-cash lease expense		13			—
Amortization of loan fees		2			—
Gain on disposal of equipment		—			(7	)
Deferred income tax		(41	)		404
Bad debt expense (recovery)		12			(13	)
Changes in operating assets and liabilities:
Accounts receivable and other receivables		931			(655	)
Deferred costs		(63	)		(50	)
Inventory		(605	)		(172	)
Prepaid expenses and other assets		391			(152	)
Accounts payable and accrued expenses		(1,040	)		(82	)
Deferred revenue		25			39
Income taxes payable		29			(123	)
Net cash provided by operating activities		908			636
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment		(61	)		(477	)
Purchases of investments		(1,258	)		(824	)
Decrease (increase) in intangibles		(4	)		1
Proceeds from disposal of equipment		—			7
Net cash used in investing activities		(1,323	)		(1,293	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on capital lease and notes payable		(159	)		(10	)
Borrowings from Minnesota Bank & Trust		—			5,000
Payment of employee payroll taxes on net issuance of common stock		—			(101	)
Proceeds from ESPP Contributions		15			10
Repurchases of common stock		(681	)		(1,115	)
Net cash provided by (used in) financing activities		(825	)		3,784
Net increase (decrease) in cash and cash equivalents		(1,240	)		3,127
Cash and cash equivalents, beginning of period		7,742			5,188
Cash and cash equivalents, end of period	$	6,502		$	8,315