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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): May 1, 2025
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(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 May 1, 2025, Pro-Dex, Inc. (the “Company”) is issuing a press release announcing its financial performance for the third quarter and nine months ended March 31, 2025. 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 | |
| 104 |
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL 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: May 1, 2025 | 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 2025 THIRD QUARTER
AND NINE-MONTH RESULTS
IRVINE, CA, May 1, 2025 - PRO-DEX, INC. (NasdaqCM: PDEX) today announced financial results for its fiscal 2025 third quarter ended March 31, 2025. The Company also filed its Quarterly Report on Form 10-Q for the third quarter of fiscal year 2025 with the Securities and Exchange Commission today.
Quarter Ended March 31, 2025
Net sales for the three months ended March 31, 2025, increased $3.1 million, or 22%, to $17.4 million from $14.3 million for the three months ended March 31, 2024, primarily due to the shipment of $6.2 million of our largest customer’s next generation orthopedic handpiece, offset by a $4.4 million decrease in their legacy product, as well as an increase in repair revenue of $0.7 million similarly generated from our largest customer. As previously disclosed, we supported our largest customer’s limited market release quantities of their next generation end effector during the first quarter of this fiscal year and began production shipments in the second quarter of this fiscal year.
Gross profit for the three months ended March 31, 2025, increased $1.8 million, or 45%, to $5.8 million from $4.0 million for the same period in fiscal 2024. While the gross profit increase is consistent with our increase in net sales, its percentage increase is comparatively higher than the percentage increase in net sales primarily due to favorable product mix.
Operating expenses (which include selling, general and administrative, and research and development expenses) for the quarter ended March 31, 2025, increased $369,000, or 21%, compared to the same period in fiscal 2024 due to increases in research and development, general and administrative and selling expenses, primarily related to increased personnel related expenses.
Our operating income for the quarter ended March 31, 2025, increased $1.4 million, or 65%, to $3.6 million compared to $2.2 million for the prior fiscal year’s corresponding quarter. The increase reflects our increased sales and gross profit, as described above.
Net income for the quarter ended March 31, 2025, was $3.3 million, or $0.98 per diluted share, compared to $655,000, or $0.19 per diluted share, for the corresponding quarter in fiscal 2024. Our net income for the three months ended March 31, 2025, contains unrealized gains on our marketable equity investments of $550,000 while our net income for the three months ended March 31, 2024, contains unrealized losses on our marketable equity investments of $1.2 million. All of our investments are recorded at estimated fair value, and the valuation can be highly volatile. Additionally, during the quarter ended March 31, 2025 we sold some of our marketable equity investments and recorded a realized gain in the amount of $595,000. We had no sales of marketable equity investments during the quarter ended March 31, 2024.
Nine Months Ended March 31, 2025
Net sales for the nine months ended March 31, 2025, increased $10.3 million, or 27%, to $49.1 million from $38.8 million for the nine months ended March 31, 2024 due primarily to $10.9 million in shipments of the newest generation handpiece we sell our largest customer.
Gross profit for the nine months ended March 31, 2025, increased $5.6 million, or 53%, compared to the same period in fiscal 2024. While the gross profit increase is consistent with our increase in net sales, its percentage increase is comparatively higher than the percentage increase in net sales primarily due to favorable product mix.
Operating expenses (which include selling, general and administrative, and research and development expenses) for the nine months ended March 31, 2025, increased 18% to $6.7 million from $5.6 million in the prior fiscal year’s corresponding period, due primarily to an overall increase in personnel costs and legal fees.
Our operating income for the nine months ended March 31, 2025, increased $4.5 million, or 94%, to $9.3 million compared to $4.8 million for the corresponding period of the prior fiscal year. The increase in operating income is attributable to higher sales and gross profit offset by the higher operating expenses described above.
Net income for the nine months ended March 31, 2025, was $7.8 million, or $2.31 per diluted share, compared to $540,000, or $0.15 per diluted share, for the corresponding period in fiscal 2024. Our net income for the nine months ended March 31, 2025, contains unrealized gains on our marketable equity investments of $1.1 million and our net income for the nine months ended March 31, 2024, contains unrealized losses on our marketable equity investments of $3.8 million. All of our investments are recorded at estimated fair value, and the valuation can be highly volatile.
CEO Comments
“We are pleased with our performance including increasing sales and operating income,” said the Company’s President and Chief Executive Officer, Richard L. (“Rick”) Van Kirk. “We are tracking toward another record fiscal year from a revenue perspective, and I continue to be grateful to the entire Pro-Dex team for their contributions, resilience, and teamwork.”
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 manufactures and sells rotary air motors to a wide range of industries. 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, expected fiscal year revenue), 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 SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share amounts)
| March
31, 2025 |
June 30,
2024 |
|||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | 4,473 | $ | 2,631 | ||||
| Investments | 5,417 | 4,217 | ||||||
| Accounts receivable, net of allowance for expected credit losses of $0 at March 31, 2025 and at June 30, 2024, respectively | 15,861 | 13,887 | ||||||
| Deferred costs | 141 | 262 | ||||||
| Inventory | 23,432 | 15,269 | ||||||
| Prepaid expenses and other current assets | 619 | 345 | ||||||
| Total current assets | 49,943 | 36,611 | ||||||
| Land and building, net | 6,085 | 6,155 | ||||||
| Equipment and leasehold improvements, net | 5,344 | 5,024 | ||||||
| Right of use asset, net | 1,158 | 1,473 | ||||||
| Intangibles, net | 33 | 54 | ||||||
| Deferred income taxes, net | 1,555 | 1,555 | ||||||
| Investments | 111 | 1,563 | ||||||
| Other assets | 44 | 42 | ||||||
| Total assets | $ | 64,273 | $ | 52,477 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | 5,962 | $ | 4,513 | ||||
| Accrued expenses | 3,542 | 3,359 | ||||||
| Deferred revenue | — | 14 | ||||||
| Income taxes payable | 385 | 632 | ||||||
| Note payable | 8,428 | 4,374 | ||||||
| Total current liabilities | 18,317 | 12,892 | ||||||
| Lease liability, net of current portion | 813 | 1,182 | ||||||
| Notes payable, net of current portion | 9,861 | 7,536 | ||||||
| Total non-current liabilities | 10,674 | 8,718 | ||||||
| Total liabilities | 28,991 | 21,610 | ||||||
| Shareholders’ equity: | ||||||||
| Common shares; no par value; 50,000,000 shares authorized; 3,261,043 and 3,363,412 shares issued and outstanding at March 31, 2025 and June 30, 2024, respectively | 551 | 3,917 | ||||||
| Retained earnings | 34,731 | 26,950 | ||||||
| Total shareholders’ equity | 35,282 | 30,867 | ||||||
| Total liabilities and shareholders’ equity | $ | 64,273 | $ | 52,477 | ||||
PRO-DEX, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED INCOME STATEMENTS
(Unaudited)
(In thousands, except per share amounts)
| Three
Months Ended March 31, |
Nine
Months Ended March 31, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net sales | $ | 17,414 | $ | 14,293 | $ | 49,099 | $ | 38,819 | ||||||||
| Cost of sales | 11,616 | 10,291 | 33,080 | 28,357 | ||||||||||||
| Gross profit | 5,798 | 4,002 | 16,019 | 10,462 | ||||||||||||
| Operating expenses: Selling expenses |
113 | 17 | 211 | 79 | ||||||||||||
| General and administrative expenses | 1,098 | 1,012 | 3,732 | 3,208 | ||||||||||||
| Research and development costs | 947 | 760 | 2,731 | 2,353 | ||||||||||||
| Total operating expenses | 2,158 | 1,789 | 6,674 | 5,640 | ||||||||||||
| Operating income | 3,640 | 2,213 | 9,345 | 4,822 | ||||||||||||
| Interest expense | (246 | ) | (138 | ) | (602 | ) | (409 | ) | ||||||||
| Unrealized gain (loss) on marketable equity investments | 550 | (1,192 | ) | 1,060 | (3,785 | ) | ||||||||||
| Interest and other income | 15 | 30 | 61 | 76 | ||||||||||||
| Gain on sale of investments | 595 | — | 595 | — | ||||||||||||
| Income before income taxes | 4,554 | 913 | 10,459 | 704 | ||||||||||||
| Income tax expense | 1,279 | 258 | 2,678 | 164 | ||||||||||||
| Net income | $ | 3,275 | $ | 655 | $ | 7,781 | $ | 540 | ||||||||
| Basic net income per share: | ||||||||||||||||
| Net income | $ | 1.00 | $ | 0.19 | $ | 2.36 | $ | 0.15 | ||||||||
| Diluted net income per share: | ||||||||||||||||
| Net income | $ | 0.98 | $ | 0.19 | $ | 2.31 | $ | 0.15 | ||||||||
| Weighted average common shares outstanding: | ||||||||||||||||
| Basic | 3,261,043 | 3,451,423 | 3,296,744 | 3,531,249 | ||||||||||||
| Diluted | 3,337,312 | 3,523,823 | 3,366,099 | 3,603,649 | ||||||||||||
| Common shares outstanding | 3,261,043 | 3,451,423 | 3,261,043 | 3,451,423 | ||||||||||||