Exhibit 99.1 Contact: Mark Murphy, Chief Executive Officer (714) 241-4411 Brett Maas, Investor Relations Hayden Communications, Inc. (646) 536-7331 For Immediate Release PRO-DEX, INC. ANNOUNCES SECOND QUARTER FISCAL 2007 FINANCIAL RESULTS SALES INCREASE 23.5% FOR THE QUARTER; ONGOING WARRANTY SITUATION AND REFUND OF A SPECIFIC PROJECT RESULT IN LOWER GROSS MARGINS, NET LOSS FOR THE QUARTER BACKLOG REACHES $11.7 MILLION VS. $7.0 MILLION AS OF 12/31/05 AND $11.7 MILLION AT 6/30/06 SANTA ANA, CA, February 13, 2007 - PRO-DEX, INC. (NASDAQ: PDEX) a developer and manufacturer of embedded motion control, miniature rotary drive systems and fractional horsepower DC motors, which enables speed-to-market for customers who serve the medical, dental, factory automation, scientific research, aerospace and military markets, today announced financial results for the fiscal second quarter ending December 31, 2006. Consolidated net sales for the second fiscal quarter were $4.6 million, an increase of 23.5 percent compared to the second fiscal quarter of 2006. The net loss for the second fiscal quarter was $138,000, or $(0.01) per basic and fully diluted share compared to net income of $327,000, or $0.03 per basic and fully diluted share last year. In calculating earnings per share, the Company utilized 9.6 million fully diluted shares for the fiscal 2007 second quarter and 10.1 million diluted shares for the 2006 fiscal second quarter. Mark P. Murphy, the Company's President and Chief Executive Officer, commented, "We continue to grow our revenue base, due in large part to Astromec which contributed $861,000 in revenue to our top line. In addition, we booked $5.5 million in new orders during the quarter, increasing our backlog to $11.7 million. This level of backlog demonstrates the ongoing demand for our expertise and sets the stage for continued revenue growth and a return to profitability as we work to put the warranty issue behind us in the coming quarters." Gross profit for the second fiscal quarter was $1.4 million, or 29.6 percent of sales, compared with gross profit of $1.7 million, or 46.1 percent of sales in the second fiscal quarter last year. Approximately 7 percent of the difference in gross profit margin compared to the prior-year second quarter is due to less favorable product sales mix with the reduced medical product sales and approximately 4 percent of the difference is due to lower margins associated with the Astromec products that have margins in the 20-30 percent range. The higher warranty costs caused a 3 percent reduction and the associated manufacturing inefficiencies incurred in the second quarter was responsible for approximately 2 percent of the reduction. Mr. Murphy continued, "We faced a number of challenges during the quarter, impacting our profitability, but I am pleased with the progress we have made to date in resolving these issues. During the first fiscal quarter, we hired Mr. Joe Rotino as our new Vice President of Quality Management and Regulatory Affairs, adding a 20-year veteran in medical and dental device manufacturing who previously worked for Kendall McGaw Labs, Baxter Healthcare, and Sybron Dental to our technical team. We can already see that Joe's collaborative and energetic leadership style will enable us to reach the next level of quality focus that we require. Operating expenses increased by 35.1 percent to $1.7 million compared to $1.2 million in the second fiscal quarter last year, due to expenses associated with higher product development and increased sales and marketing costs. Included in operating expenses for the second quarter of fiscal 2007 was a 33.9 percent increase in selling expenses, a 39.7 percent decrease in general and administrative expenses and a 30.4 percent increase in research and development expense. The addition of Pro-Dex Astromec added $96,000 to the total consolidated research and development costs and the remainder of the increase was due to the timing of audit fees related to the year-end audit and a $52,000 increase in expense as a result of the adoption of FAS 123 (R). Mr. Murphy concluded, "We continue to invest in our future, increasing our R&D budget to deliver on our promises as well as enhancing advertising initiatives to drive future growth. We believe these investments will benefit our shareholders in the coming quarters, setting the stage for our next phase of growth, capitalizing on our strong reputation in the marketplace and the strong demand for our services." For the six month period ended December 31, 2006, consolidated sales increased to $9.9 million, up 31 percent from the $7.5 million for the six months ended December 31, 2005. Gross profit for the six months decreased 2 percent compared to the same period in the previous year due to the jeffwarranty expenses and increased inventory reserve coupled with the decreased sales levels of medical products that carry higher gross margins. Gross profit as a percentage of sales decreased to 34 percent for the six months compared to 46 percent for the six months ended December 31, 2005. Selling, General and Administrative expenses increased to $2.0 million for the six months from $1.6 million last year and Company-funded research and development expenses increased $340,000, or 38%, to $1.2 million for the six months from $886,000 last year. Consolidated operating profit for the six months decreased to $130,000 compared to $855,000 for the same period in the previous year due to the lower gross margin coupled with the higher level of SG&A and engineering expenses. Net income for the six months was $103,000 or $0.01 per share on a basic and diluted basis, as compared to a net income of $577,000 or $0.06 per share on a basic and diluted basis for the six months ended December 31, 2005. Pro-Dex completed the second quarter with cash and cash equivalents of $366,000, compared to cash and cash equivalents of $295,000 on September 30, 2006 and $358,000 as of June 30, 2006. The Company generated more than $200,000 in operating cash during the second quarter and increased its credit line borrowings by $500,000 during that period, leaving $800,000 of its credit line available at the end of the quarter. Total working capital was $6.0 million as of December 30, 2006 compared to $6.1 million on June 30, 2006. Shareholder's equity increased 1.5 percent to $12.3 million from $12.1 million as of June 30, 2006. TELECONFERENCE INFORMATION: - --------------------------- Investors and all others are invited to listen to a conference call discussing the second quarter 2007 results, today at 4:30 p.m. Eastern Time. The call is scheduled to be broadcast live over the Internet on Tuesday, February 13, 2007 at 4:30 p.m. Eastern Time and may be accessed by visiting the Company's website at www.pro-dex.com. 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 (866) 323-3543 U.S. and (706) 679-0672 International, conference I.D. 8597726. You may identify the call as the Pro-Dex Second Quarter Earnings Call. Pro-Dex Inc., with operations in Santa Ana, 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, June 30, 2006 2006 ------------ ------------ (audited) (unaudited) ASSETS Current assets: Cash and cash equivalents $ 366,000 $ 358,000 Accounts receivable, net of allowance for doubtful accounts of $117,000 at December 31 and $40,000 at June 30 3,341,000 3,841,000 Inventories, net 4,743,000 3,980,000 Prepaid expenses 182,000 91,000 Income tax receivable 117,000 222,000 Deferred income taxes 1,153,000 766,000 ------------ ------------ Total current assets 9,902,000 9,258,000 ------------ ------------ Property, plant, equipment and leasehold improvements, net 3,761,000 3,726,000 ------------ ------------ Other assets: Goodwill 2,997,000 2,931,000 Intangibles - Patents, net 1,370,000 1,417,000 Deferred income taxes 295,000 378,000 Other 74,000 44,000 ------------ ------------ Total other assets 4,736,000 4,770,000 ------------ ------------ Total assets $ 18,399,000 $ 17,754,000 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Credit Line $ 1,200,000 $ 900,000 Accounts payable 1,351,000 952,000 Accrued expenses 949,000 971,000 Current portion of term note 250,000 250,000 Current portion of real estate loan 27,000 27,000 Current portion of "patent" deferred payable 82,000 71,000 ------------ ------------ Total current liabilities 3,859,000 3,171,000 Long-term liabilities Term note 521,000 646,000 Real estate loan 1,605,000 1,619,000 Patent deferred payable 158,000 245,000 ------------ ------------ Total long-term liabilities 2,284,000 2,510,000 ------------ ------------ Total liabilities 6,143,000 5,681,000 ------------ ------------ Commitments and contingencies Shareholders' equity: Common shares; no par value; 50,000,000 shares authorized; 9,551,550 shares issued and outstanding December 31, 2006, 9,539,792 shares issued and outstanding June 30, 2006, 16,124,000 16,066,000 Accumulated deficit (3,868,000) (3,993,000) ------------ ------------ Total shareholders' equity 12,256,000 12,073,000 ------------ ------------ Total liabilities and shareholders' equity $ 18,399,000 $ 17,754,000 ============ ============ See notes to consolidated financial statements. PRO-DEX, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS THREE MONTHS ENDED DECEMBER 31 (unaudited) 2006 2005 ------------ ------------ Net sales $ 4,631,000 $ 3,750,000 Cost of sales 3,262,000 2,022,000 ------------ ------------ Gross profit 1,369,000 1,728,000 Operating expenses: Selling 340,000 254,000 General and administrative expenses 746,000 534,000 Research and development costs 579,000 444,000 ------------ ------------ Total operating expenses 1,665,000 1,232,000 ------------ ------------ (Loss) income from operations (296,000) 496,000 Other income (expense): Royalty income 18,000 26,000 Interest income (expense) (58,000) 21,000 ------------ ------------ Total (40,000) 47,000 ------------ ------------ (Loss) income before (benefit) provision for income taxes (336,000) 543,000 (Benefit) provision for income taxes (198,000) 216,000 ------------ ------------ Net (loss) income $ (138,000) $ 327,000 ------------ ------------ Net (loss) income per share: Basic $ (0.01) $ 0.03 ------------ ------------ Diluted $ (0.01) $ 0.03 ------------ ------------ Weighted average shares outstanding - basic 9,550,521 9,495,673 ------------ ------------ Weighted average shares outstanding - diluted 9,550,521 10,053,076 ------------ ------------ PRO-DEX, INC. and SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Six months ended December 31 (unaudited) 2006 2005 ------------ ------------ Net sales $ 9,864,000 $ 7,514,000 Cost of sales 6,514,000 4,094,000 ------------ ------------ Gross profit 3,350,000 3,420,000 Operating expenses: Selling 678,000 509,000 General and administrative expenses 1,316,000 1,120,000 Research and development costs 1,226,000 886,000 ------------ ------------ Total operating expenses 3,220,000 2,515,000 Income from operations 130,000 905,000 Other income (expense): Other expense, net - (7,000) Royalty income 25,000 37,000 Interest income (expense ) (112,000) 43,000 ------------ ------------ Total (87,000) 73,000 ------------ ------------ Income before (benefit) provision for income taxes 43,000 978,000 (Benefit) provision for income taxes (60,000) 389,000 ------------ ------------ Net income $ 103,000 $ 589,000 ------------ ------------ Net Income per share: Basic $ 0.01 $ 0.06 ------------ ------------ Diluted $ 0.01 $ 0.06 ------------ ------------ Weighted average shares outstanding - basic 9,545,757 9,474,227 ------------ ------------ Weighted average shares outstanding - diluted 9,769,444 10,045,179 ------------ ------------ PRO-DEX, INC. and SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED DECEMBER 31 (unaudited) 2006 2005 ------------ ------------ Cash Flows from Operating Activities: Net Income $ 103,000 $ 589,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 232,000 189,000 Loss on disposal - 6,000 (Recovery) provision for doubtful accounts 77,000 (60,000) Reserve for obsolete inventory 200,000 99,000 Vested option expense 55,000 - (Decrease) increase in deferred taxes (305,000) 45,000 Changes in: Decrease in accounts receivable 422,000 939,000 (Increase) in inventories (963,000) (528,000) (Increase) in prepaid expenses (90,000) (158,000) (Increase) in other assets (30,000) (17,000) Increase (decrease) in accounts payable and accrued expenses 376,000 (244,000) Increase in income taxes payable 127,000 92,000 ------------ ------------ Net Cash provided by Operating Activities 204,000 952,000 ------------ ------------ Cash Flows From Investing Activities: Proceeds from equipment sale - 1,000 Additions to Astromec acquisition cost (66,000) - Additions to Intangible assets - Patents related to Intraflow (2,000) (1,223,000) Purchases of equipment and leasehold improvements (217,000) (250,000) ------------ ------------ Net Cash used in Investing Activities (285,000) (1,472,000) ------------ ------------ Cash Flows from Financing Activities: Net borrowing on line of credit 300,000 - Principal (payments) on term note (125,000) - Principal (payments) on mortgage (13,000) - Principal (payment) on patent deferred payable (76,000) - Proceeds from warrant and option exercise 3,000 113,000 ------------ ------------ Net Cash provided by Financing Activities 89,000 113,000 ------------ ------------ Net Increase (decrease) in Cash and Cash Equivalents 8,000 (407,000) Cash and Cash Equivalents, beginning of period 358,000 2,584,000 ------------ ------------ Cash and Cash Equivalents, end of period $ 366,000 $ 2,177,000 ============ ============ Supplemental Information Cash payments for interest $ 150,000 $ 9,000 Cash payments for income taxes $ 137,000 $ 660,000