Pro-Dex: Motion Control & Rotary Drives
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Nov 5, 2003

For Immediate Release

Pro-Dex, Inc.

(714) 241-4411

Pro-Dex, Inc. Announces Significantly Improved First Quarter Financial Results; Sales Increase 30% from Prior Year; Earnings Increase 72% from Previous Quarter

Pro-Dex, Inc. PDEX today announced financial results for the quarter ended September 30, 2003. The Company reported net income for the three months ended September 30, 2003 of $193,000 or $0.02 per share on a basic and $0.02 per share on a diluted basis, as compared to a net (loss) of ($6,000) or ($0.00) per share on a basic and ($0.00) per share on a diluted basis, for the three months ended September 30, 2002. This represents an increase in reported net income of $199,000 over the previous year and a sequential increase of $81,000 or 72% over the previous quarter, producing the fifth consecutive increase in quarterly net profit.

Consolidated net sales increased $811,000 or 30% to $3,528,000 for the three months ended September 30, 2003, compared to the three months ended September 30, 2002. On a sequential basis, consolidated sales increased $226,000 or 6.8% for the three months ended September 30, 2003 compared to the fourth quarter of fiscal 2003. This represents the Company's eighth consecutive quarter of increased sales.

Commenting on the Company's financial performance, Pro-Dex's President and CEO, Patrick Johnson said, "We're very pleased to report another quarter of improved financial performance, having built on the successes of the past year in transforming Pro-Dex into a company that any shareholder would be proud to own. We've continued to grow our top-line sales and the gross margin produced by those sales. At the same time, we've controlled our operating expenses, continue to invest in new product development and reduce our overall corporate expenses. All of these efforts have resulted in improved bottom-line profitability, both year over year and quarter over quarter. We're very pleased with the end result."

At the Company's Micro Motors subsidiary, sales increased to $731,000 or 35% to $2,807,000 for the three months ended September 30, 2003, compared to the same period of the prior year. This also represents a sequential quarter-to-quarter increase in sales of $233,000 or 8.9%. "Micro Motors has focused on a strategy of incrementally growing its dental product business, while looking for exponential growth in its medical device business and that strategy is continuing to work," stated Mr. Johnson. "For the quarter, our core dental sales increased 14% over last year and at the same time our medical device sales increased 149%. We're encouraged that our independent sales representatives are really beginning to create some momentum in the sales of our branded dental products and we anticipate continued growth from that segment. We're also looking for growth out of several of the new medical devices we launched last year as those products become approved for sale in the U.S."

Revenue from the Company's Oregon Micro Systems (OMS) subsidiary increased 13% to $721,000 for the three months ended September 30, 2003 compared to the previous year. "OMS had strong new order bookings in the fourth quarter of last year which continued into this year with the receipt of a $500,000 blanket purchase order from a leading manufacturer of semi-conductor manufacturing equipment," reported Mr. Johnson. "Unfortunately, restructuring in that customer's own manufacturing organization has delayed initial shipments against this order, which are now scheduled to commence at the end of the second quarter. The good news is that despite the delayed shipment of those orders, OMS still hit its internal sales and profit targets for the quarter, providing a sizable backlog going into the middle of the year."

The Company's consolidated gross profit for the three months ended September 30, 2003 increased 34% or $391,000 compared to the same three months in the previous year. Gross profit as a percentage of sales increased to 43.7% for the three months ended September 30, 2003 compared to 42.3% for the three months ended September 30, 2002 and compared to a gross margin percentage of 40.1% for the previous quarter.

Operating expenses increased 4.7% to $1,206,000 for the three months ended September 30, 2003 from $1,152,000 for the three months ended September 30, 2002. This increase was due primarily to the expenses related to the Company's annual audit and increased selling expenses at Micro Motors. Mr. Johnson stated, "Our annual audit went so smoothly this year, expenses that have traditionally been incurred in the second quarter of the year, hit during the first quarter this year which are significant expenses for a company our size. This shift in expenses should however result in the Company having more favorable expenses in the second quarter of the year."

Addressing the Company's on-going operations, Mr. Johnson noted, "We're really feeling like we are in the groove, making incremental progress every month and every quarter. We are now focusing on improving the efficiencies of our manufacturing operations, trying to improve the gross margin of existing sales while continuing to develop new sales." Commenting on the Company's near term prospects, Mr. Johnson said, "Our efforts over the past five quarters have positioned the Company extremely well for continued growth in both top and bottom line performance. In no way are we resting on our laurels nor do we believe that we've come close to tapping the potential of the business, but we are proud that we've already turned some of the Company's potential into tangible results and we intend to continue that positive trend into the second quarter and beyond."

Investors and all others are invited to listen to a conference call discussing the first quarter and fiscal 2004 outlook, today at 4:30 p.m. Eastern Time. The call will be broadcast over the Internet at www.pro-dex.com. An online replay will be available for 30 days. Additionally, a telephone replay will be available two hours after the call for 48-hours by dialing (800) 642-1687 for domestic callers and (706) 645-9291 for international callers; conference ID# 3714624.

Pro-Dex, Inc., is a California-based holding company with the following wholly-owned operating subsidiaries: Micro Motors, Inc., located in Santa Ana, California, manufactures miniature electric, pneumatic and battery powered rotary drive systems for use in the high tech medical, dental and industrial industries; and Oregon Micro Systems, Inc., located in Beaverton, Oregon, manufactures motion control products used in factory automation and the semiconductor industries.

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.

                             PRO-DEX, INC.
                   CONSOLIDATED STATEMENTS OF INCOME
                              (Unaudited)

                                                Three Months Ended
                                                    September 30,
                                                 2003         2002
                                              -----------  -----------

Net sales                                     $3,528,000   $2,717,000

Cost of sales                                  1,987,000    1,567,000
                                              -----------  -----------
Gross profit                                   1,541,000    1,150,000

Operating expenses:
     Selling                                     205,000      147,000
     General and administrative expenses         614,000      588,000
     Research and development costs              387,000      385,000
     Amortization                                      -       32,000
                                              -----------  -----------
Total operating expenses                       1,206,000    1,152,000
                                              -----------  -----------

Income (loss) from operations                    335,000       (2,000)

Other income (expense):
     Other income, net                             6,000        6,000
     Interest (expense)                          (19,000)     (13,000)
                                              -----------  -----------
Total                                            (13,000)      (7,000)

Income (loss) before provision for income
 taxes (credits)                                 322,000       (9,000)

Provision (credit) for income taxes              129,000       (3,000)
                                              -----------  -----------
Net income (loss)                               $193,000      $(6,000)
                                              ===========  ===========

Net income (loss) per share, basic                 $0.02           $-
Net income (loss) per share, diluted               $0.02           $-

Weighted average shares outstanding - basic    8,776,000    8,785,000

Weighted average shares outstanding -
 diluted                                       9,413,506    8,785,000


                             PRO-DEX, INC.
                      CONSOLIDATED BALANCE SHEETS

                                              September 30,  June 30,
                                                 2003          2003
                                              (unaudited)   (audited)
                                             ------------  -----------
ASSETS
Current assets:
 Cash and cash equivalents                      $609,000     $795,000
 Accounts receivable, net of allowance
  for doubtful accounts of $50,000 
  and $30,000                                  2,251,000    1,620,000
 Inventories, net                              3,067,000    2,835,000
 Prepaid expenses                                126,000       81,000
 Deferred taxes                                  750,000      770,000
                                             ------------  -----------
       Total current assets                    6,803,000    6,101,000

Equipment and leasehold improvements, net      1,040,000    1,040,000
                                             ------------  -----------

Other assets:
 Goodwill                                      1,110,000    1,110,000
 Deferred taxes                                  833,000      833,000
 Other                                            11,000       20,000
                                             ------------  -----------
       Total other assets                      1,954,000    1,963,000
                                             ------------  -----------
       Total assets                           $9,797,000   $9,104,000
                                             ============  ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
 Current portion of long term debt to
  shareholder                                    $60,000      $65,000
 Credit line payable                             716,000      432,000
 Accounts payable                                545,000      642,000
 Accrued expenses                                508,000      349,000
 Income taxes payable                            158,000       29,000
                                             ------------  -----------
       Total current liabilities               1,987,000    1,517,000

Long-term debt to a shareholder, net of
 current portion                                 134,000      145,000
                                             ------------  -----------

       Total liabilities                       2,121,000    1,662,000
                                             ------------  -----------
Commitments and contingencies
Shareholders' equity:
 Series A convertible preferred shares; no 
  par value; liquidation preference of 
  $3.60 per share; 10,000,000 shares 
  authorized; 78,129 shares issued
  and outstanding                                283,000      283,000
 Common shares; no par value; 50,000,000 
  shares authorized; 8,776,600 and 
  8,711,600 shares issued and outstanding,
  respectively                                15,033,000   14,999,000

 Accumulated deficit                          (7,596,000)  (7,789,000)
                                             ------------  -----------
                                               7,720,000    7,493,000

Receivable for stock purchase                    (44,000)     (51,000)
                                             ------------  -----------

       Total shareholders' equity              7,676,000    7,442,000

       Total liabilities and shareholders'
        equity                                $9,797,000   $9,104,000
                                             ============  ===========


                    PRO-DEX, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Unaudited)

                                                   Three Months Ended
                                                      September 30,
                                                    2003       2002
                                                  ---------  ---------

Cash Flows from Operating Activities:
Net  (loss)                                       $193,000    $(6,000)
 Adjustments to reconcile net (loss) to net
   cash used in operating activities:
 Depreciation and amortization                      90,000    113,000
  (Recovery) provision for doubtful accounts        20,000     (4,000)
  Reserve for obsolete inventory                  (122,000)   (14,000)
  Non-cash compensation                              6,000      7,000
  Deferred taxes                                    20,000          -
    Changes in:
     (Increase) decrease in accounts receivable   (651,000)    35,000
     (Increase) decrease in inventories           (110,000)   223,000
     (Increase) in prepaid expenses                (12,000)   (45,000)
     (Increase) decrease in other assets             9,000    (21,000)
     (Decrease) increase in accounts payable 
       and accrued expense                          34,000   (476,000)
     (Decrease) increase in income taxes payable   129,000     (4,000)
                                                  ---------  ---------

Net Cash (used in) Operating Activities           (393,000)  (192,000)
                                                  ---------  ---------

Cash Flows From Investing Activities:
 Proceeds from sale of discontinued operations           -    688,000
 Purchases of equipment and leasehold
  improvements                                     (90,000)   (24,000)
                                                  ---------  ---------
Net Cash provided by (used in) Investing
 Activities                                        (90,000)   664,000
                                                  ---------  ---------
Cash Flows from Financing Activities:
 Principal payments on long-term shareholder
  borrowings                                       (22,000)   (65,000)
 Net borrowings (payments) on line of credit       284,000   (462,000)
 Proceeds from warrant exercise                     35,000          -
 Common stock repurchases                                -     (2,000)
                                                  ---------  ---------
Net Cash provided by (used in) Financing
 Activities                                        297,000   (529,000)
                                                  ---------  ---------
Net (decrease) in Cash and Cash Equivalents       (186,000)   (57,000)
Cash and Cash Equivalents, beginning of period     795,000    236,000
                                                  ---------  ---------
Cash and Cash Equivalents, end of period          $609,000   $179,000
                                                  =========  =========
Supplemental Information

Cash payments for interest                          21,000      7,000

Cash payments for income taxes                       4,000      2,000

Contact Information: Pro-Dex, Inc. Patrick Johnson, President & CEO, 714-241-4411
or Kehoe, White & Co., Inc. Jim White, Investor Relations, 562-437-0655



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