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): January 30, 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 January 30, 2025, Pro-Dex, Inc. (the “Company”) is issuing a press release announcing its financial performance for the second quarter and six months ended December 31, 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 January 30, 2025
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:  January 30, 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 SECOND QUARTER

AND SIX-MONTH RESULTS

 

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

 

Quarter Ended December 31, 2024

 

Net sales for the three months ended December 31, 2024, increased $4.2 million, or 33%, to $16.8 million from $12.6 million for the three months ended December 31, 2023, primarily due to the shipment of $3.1 million of our largest customer’s next generation orthopedic handpiece as well as an increase in repair revenue of $1.6 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 last fiscal quarter and this quarter we began production shipments. We anticipate that the third and fourth quarters will reflect increases in revenue compared to the corresponding periods of the prior year due to the continued production shipments of this next generation handpiece.

 

Gross profit for the three months ended December 31, 2024, increased $2.3 million, or 81%, to $5.1 million from $2.8 million for the same period in fiscal 2024. Gross margin increased by 8 percentage points to 30% for the three months ended December 31, 2024, compared to 22% for the corresponding period of the prior fiscal year. The improvement in gross margin is primarily due to increased sales and favorable product mix.

 

Operating expenses (which include selling, general and administrative, and research and development expenses) for the quarter ended December 31, 2024, increased $355,000, or 18%, to $2.4 million compared to $2.0 million in the prior fiscal year’s corresponding quarter, reflecting increases in both research and development costs as well as general and administrative expenses mostly due to higher personnel related expenses.

 

Operating income for the quarter ended December 31, 2024, increased $1.9 million, or 247%, to $2.7 million compared to $777,000 for the prior fiscal year’s corresponding quarter. The increase is attributable to higher sales and improved gross margins.

 

Net income for the quarter ended December 31, 2024, was $2.0 million or $0.61 per diluted share, compared to $500,000, or $0.14 per diluted share, for the corresponding quarter in fiscal 2024.

 

Six Months Ended December 31, 2024

 

Net sales for the six months ended December 31, 2024, increased $7.2 million, or 29%, to $31.7 million from $24.5 million for the six months ended December 31, 2023, due primarily to $4.7 million in shipments of the newest generation handpiece we sell our largest customer as well as $2.7 million in increased repair revenue from the orthopedic surgical handpiece that we sell to our largest customer.

 

Gross profit for the six months ended December 31, 2024, increased $3.8 million, or 58%, compared to the same period in fiscal 2024 due to increased sales and favorable product mix. Our gross margin increased by 6 percentage points to 32% for the six months ended December 31, 2024, compared to 26% for the corresponding period of the prior fiscal year.

 

Operating expenses (which include selling, general and administrative, and research and development expenses) for the six months ended December 31, 2024, increased $666,000, or 17%, to $4.5 million compared to $3.9 million in the prior fiscal year’s corresponding period. The increase is related to increased research and development costs and general and administrative expenses mostly due to higher personnel related expenses.

 

Operating income for six months ended December 31, 2024, increased $3.1 million, or 119%, to $5.7 million compared to $2.6 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 six months ended December 31, 2024, was $4.5 million or $1.33 per diluted share, compared to a net loss of $115,000, or $0.03 per diluted share for the six months ended December 31, 2023. Our net income for the six months ended December 31, 2024, contains unrealized gains on our marketable equity investments of $510,000 and our net loss for the six months ended December 31, 2023, contained unrealized losses on our marketable equity investments of $2.6 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 second quarter and year-to-date results.” said Richard L. (“Rick”) Van Kirk, the Company’s President and Chief Executive Officer. “We are ramping up our staff to meet the commitments of our increased backlog.” Mr. Van Kirk continued, “We are excited about our continued sales growth and looking forward to the challenges ahead.”

 

 

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, Inc. also 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, 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)

 

		December 31,           2024				June 30, 2024
ASSETS
Current assets:
Cash and cash equivalents		$	66			$	2,631
Investments			4,671				4,217
Accounts receivable, net of allowance for expected credit losses of $27 and $0 at December 31, 2024 and at June 30, 2024, respectively			18,467				13,887
Deferred costs			152				262
Inventory			19,611				15,269
Prepaid expenses and other current assets			1,333				345
Total current assets			44,300				36,611
Land and building, net			6,108				6,155
Equipment and leasehold improvements, net			5,443				5,024
Right-of-use asset, net			1,265				1,473
Intangibles, net			40				54
Deferred income taxes, net			1,555				1,555
Investments			1,619				1,563
Other assets			44				42
Total assets		$	60,374			$	52,477
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	5,689			$	4,513
Accrued liabilities			5,234				3,359
Income taxes payable			303				632
Deferred revenue			—				14
Notes payable			5,913				4,374
Total current liabilities			17,139				12,892
Lease liability, net of current portion			939				1,182
Notes payable, net of current portion			10,474				7,536
Total non-current liabilities			11,413				8,718
Total liabilities			28,552				21,610
Shareholders’ equity:
Common stock; no par value; 50,000,000 shares authorized; 3,260,390 and 3,363,412 shares issued and outstanding at December 31, 2024 and June 30, 2024, respectively			366				3,917
Retained earnings			31,456				26,950
Total shareholders’ equity			31,822				30,867
Total liabilities and shareholders’ equity		$	60,374			$	52,477

 

 

 

PRO-DEX, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except share and per share amounts)

 

 

		Three Months Ended December 31,								Six Months Ended December 31,
		2024				2023				2024				2023
Net sales		$	16,793			$	12,588			$	31,686			$	24,526
Cost of sales			11,721				9,786				21,464				18,066
Gross profit			5,072				2,802				10,222				6,460
Operating expenses: Selling expenses			49				37				98				63
General and administrative expenses			1,389				1,200				2,635				2,195
Research and development costs			942				788				1,784				1,593
Total operating expenses			2,380				2,025				4,517				3,851
Operating income			2,692				777				5,705				2,609
Interest expense			(204	)			(139	)			(357	)			(271	)
Unrealized gain (loss) on marketable equity investments			77				(40	)			510				(2,593	)
Interest and other income			21				22				46				46
Income (loss) before income taxes			2,586				620				5,904				(209	)
Income tax benefit (expense)			(546	)			(120	)			(1,398	)			94
Net income (loss)		$	2,040			$	500			$	4,506			$	(115	)
Basic net income (loss) per share:
Net income (loss) per share		$	0.63			$	0.14			$	1.36			$	(0.03	)
Diluted net income (loss) per share:
Net income (loss) per share		$	0.61			$	0.14			$	1.33			$	(0.03	)
Weighted-average common shares outstanding:
Basic			3,261,145				3,546,901				3,314,207				3,546,819
Diluted			3,337,337				3,611,701				3,378,862				3,546,819
Common shares outstanding			3,260,390				3,541,045				3,260,390				3,541,045

 

 

v3.24.4

Cover	Jan. 30, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 30, 2025
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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