PDEX ProDex Inc

 

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): October 31, 2024

 

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 October 31, 2024, Pro-Dex, Inc. (the “Company”) is issuing a press release announcing its financial performance for the first fiscal quarter and three months ended September 30, 2024. 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 31, 2024
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:  October 31, 2024	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 FIRST QUARTER RESULTS

 

IRVINE, CA, October 31, 2024 - PRO-DEX, INC. (NasdaqCM: PDEX) today announced financial results for its fiscal 2025 first quarter ended September 30, 2024. The Company also filed its Quarterly Report on Form 10-Q for the first quarter of fiscal year 2025 with the Securities and Exchange Commission today.

 

Quarter Ended September 30, 2024

 

Net sales for the three months ended September 30, 2024, increased $3.0 million, or 25%, to $14.9 million from $11.9 million for the three months ended September 30, 2023. The increase is driven primarily by $1.1 million in increased repairs of the surgical handpiece we sell to our largest customer as well as the shipment of that customer’s next generation handpiece to satisfy its limited market release.

 

Gross profit for the three months ended September 30, 2024, increased $1.5 million, or 41%, compared to the year-ago period. Gross margin increased by 4 percentage points to 35% during the three months ended September 30, 2024, compared to 31% during the corresponding year-ago period, due primarily to a favorable product mix.

 

Operating expenses (which include selling, general and administrative, and research and development expenses) for the quarter ended September 30, 2024, increased $312,000, or 17%, to $2.1 million compared to $1.8 million for the corresponding quarter in 2023. The increase relates primarily to increased general and administrative expenses relating to higher personnel costs and higher bonus accruals.

 

Our operating income for the quarter ended September 30, 2024, increased $1.2 million or 64%, to $3.0 million compared to $1.8 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 September 30, 2024, increased to $2.5 million, or $0.75 per diluted share, compared to net loss of $615,000, or $0.17 per diluted share, for the quarter ended September 30, 2023. Our net income for the quarter ended September 30, 2024, contains unrealized gains on our marketable equity investments of $433,000 while our net loss for the quarter ended September 30, 2023, includes unrealized losses on investments of $2.6 million. All of our investments are recorded at estimated fair value, and the period-to-period valuation can be highly volatile.

 

CEO Comments

 

Richard L. (“Rick”) Van Kirk, the Company’s President and Chief Executive Officer, commented, “We are pleased with our first quarter results and excited to have facilitated the initial shipment of the next generation handpiece to our largest customer.” Mr. Van Kirk concluded, “We expect to ship production volumes of the new handpiece during the second half of this fiscal year.”

 

 

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 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 risk factors and other disclosures 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)

 

		September 30, 2024				June 30, 2024
ASSETS
Current Assets:
Cash and cash equivalents		$	3,081			$	2,631
Investments			4,738				4,217
Accounts receivable, net of allowance for credit losses of $3 and $0 at September 30, 2024 and at June 30, 2024, respectively			13,456				13,887
Deferred costs			211				262
Inventory			16,604				15,269
Prepaid expenses and other current assets			412				345
Total current assets			38,502				36,611
Land and building, net			6,132				6,155
Equipment and leasehold improvements, net			5,183				5,024
Right-of-use asset, net			1,370				1,473
Intangibles, net			47				54
Deferred income taxes			1,555				1,555
Investments			1,475				1,563
Other assets			44				42
Total assets		$	54,308			$	52,477
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable		$	4,442			$	4,513
Accrued liabilities			4,019				3,359
Income taxes payable			423				632
Deferred revenue			—				14
Notes payable			2,401				4,374
Total current liabilities			11,285				12,892
Lease liability, net of current portion			1,063				1,182
Notes payable, net of current portion			11,083				7,536
Total non-current liabilities			12,146				8,718
Total liabilities			23,431				21,610
Shareholders’ Equity:
Common stock; no par value; 50,000,000 shares authorized; 3,297,510 and 3,363,412 shares issued and outstanding at September 30, 2024 and June 30, 2024, respectively			1,461				3,917
Retained earnings			29,416				26,950
Total shareholders’ equity			30,877				30,867
Total liabilities and shareholders’ equity		$	54,308			$	52,477

 

 

PRO-DEX, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except share and per share amounts)

 

 

		Three Months Ended September 30,
		2024				2023
Net sales		$	14,892			$	11,938
Cost of sales			9,742				8,280
Gross profit			5,150				3,658
Operating expenses:
Selling expenses			48				25
General and administrative expenses			1,246				995
Research and development costs			843				805
Total operating expenses			2,137				1,825
Operating income			3,013				1,833
Other income (expense):
Interest and dividend income			25				24
Unrealized gain (loss) on investments			433				(2,553	)
Interest expense			(152	)			(133	)
Total other income (loss)			306				(2,662	)
Income (loss) before income taxes			3,319				(829	)
Provision for income taxes			853				(214	)
Net income (loss)		$	2,466			$	(615	)
Basic and diluted net income per share:
Basic net income (loss) per share		$	0.76			$	(0.17	)
Diluted net income (loss) per share		$	0.75			$	(0.17	)
Weighted-average common shares outstanding:
Basic			3,259,742				3,546,737
Diluted			3,292,142				3,546,737
Common shares outstanding			3,297,510				3,547,330

 

v3.24.3

Cover	Oct. 31, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 31, 2024
Entity File Number	0-14942
Entity Registrant Name	PRO-DEX, INC.
Entity Central Index Key	0000788920
Entity Tax Identification Number	84-1261240
Entity Incorporation, State or Country Code	CO
Entity Address, Address Line One	2361 McGaw Avenue
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92614
City Area Code	(949)
Local Phone Number	769-3200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	PDEX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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