PDEX 8-K
Pro Dex Inc (PDEX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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 September 3, 2026, Pro-Dex, Inc. (the “Company”) is issuing a press release announcing its financial performance for the fourth fiscal quarter and fiscal year ended June 30, 2026. 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 September 3, 2026 | |
| 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: September 3, 2026 | 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 2026
FOURTH QUARTER AND FULL-YEAR RESULTS
IRVINE, CA, September 3, 2026 - PRO-DEX, INC. (NasdaqCM: PDEX) today announced financial results for its fiscal 2026 fourth quarter and full-year ended June 30, 2026.
Quarter Ended June 30, 2026
Net sales for the three months ended June 30, 2026 increased $2.9 million, or 17%, to $20.4 million from $17.5 million for the three months ended June 30, 2025, due primarily to increased revenue from our largest customer’s next generation orthopedic handpiece. Gross profit for the three months ended June 30, 2026 increased $3.6 million, or 103%, to $7.1 million from $3.5 million for the three months ended June 30, 2025 similarly attributable to increased revenue from our largest customer’s next generation handpiece. During much of the fourth quarter of fiscal 2025, we were shipping our largest customer its legacy handpiece, until the customer released its product hold on the next generation handpiece late in that quarter, at which point we resumed production and shipment of its next generation handpiece late in the same quarter. Our gross margin increased from 20% for the three months ended June 30, 2025, to 35% for the three months ended June 30, 2026, due to favorable product mix, better absorption of our indirect manufacturing costs and favorable margins derived from our subsidiary, Advanced Precision Machining, LLC (“APM”), which we acquired in the third quarter of fiscal 2026.
Operating expenses (which include selling, general and administrative, and research and development expenses) for the quarter ended June 30, 2026, increased $1.4 million to $3.6 million, compared to $2.2 million for the prior fiscal year’s corresponding quarter. Selling, general and administrative expenses increased by $1.3 million, and research and development expenses increased by $111,000 for the quarter ended June 30, 2026, compared to the corresponding quarter in fiscal 2025. The increases relate primarily to a $349,000 allowance for uncollectible receivables, $436,000 of APM’s separate administrative expenses, $250,000 in consulting payments paid to the founder of APM to assist with our manufacturing operations, as well as increased personnel and related expenses to support our continued growth.
Our operating income for the quarter ended June 30, 2026, increased $2.2 million, or 163%, to $3.5 million compared to $1.3 million for the prior fiscal year’s corresponding quarter. The increase reflects our increased gross profit partially offset by higher operating expenses, as described above.
Net income for the quarter ended June 30, 2026, increased by $1.7 million to $2.9 million, or $0.87 per diluted share, compared to $1.2 million, or $0.36 per diluted share, in the corresponding quarter in 2025.
Year Ended June 30, 2026
Net sales for the fiscal year ended June 30, 2026 increased $10.9 million, or 16%, to $77.5 million from $66.6 million for the fiscal year ended June 30, 2025, due primarily to a of $15.3 million increase in revenue from our largest customer, related primarily to its next generation orthopedic handpiece, offset by a $6.0 million reduction in repair revenue, primarily from our largest customer. Additionally, our NRE revenue increased $952,000 in the fiscal year ended June 30, 2026 compared to the prior fiscal year and APM added $718,000 in revenue since our acquistion of APM on February 9, 2026.
Gross profit for the fiscal year ended June 30, 2026, increased $4.8 million, or 25%, to $24.3 million compared to $19.5 million for fiscal 2025. Our gross margin increased from 29% in fiscal 2025 to 31% in fiscal 2026, due to overall favorable product mix.
Operating expenses (which include selling, general and administrative, and research and development expenses) for the fiscal year ended June 30, 2026, increased $2.5 million or 29% to $11.3 million from $8.8 million in the prior fiscal year. The increase relates primarily to an increase of $1.2 million in personnel costs included in general and administrative expenses to support our continued growth, which amount includes $582,000 of company-wide bonus accruals and non-cash equity compensation expense, as well as $500,000 in non-recurring consulting fees paid to APM’s founder, $669,000 of APM’s separate operating expenses, and the $349,000 allowance for uncollectible receivables referenced above. The decrease in research and development expenses in fiscal 2026 is primarily related to a decrease in legal expenses related to intellectual property matters.
Our operating income for the year ended June 30, 2026, increased $2.3 million, or 22%, to $13.0 million compared to $10.7 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 fiscal year ended June 30, 2026, was $13.7 million, or $4.12 per diluted share, compared to $9.0 million, or $2.67 per diluted share, for fiscal 2025. Our net income for the fiscal years ended June 30, 2026 and 2025 contains gains on our marketable equity investments of $5.7 million and $2.1 million, respectively. All of our investments are recorded at estimated fair value, and the valuation can be highly volatile.
CEO Comments
“We are very pleased with our fiscal 2026 performance including completing the acquisition of APM and increasing sales by 16%.” said the Company’s President and Chief Executive Officer Richard L. (“Rick”) Van Kirk. “I continue to extend my gratitude to the Pro-Dex team for their continued teamwork and focus on execution.” Mr. Van Kirk concluded.
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 adaptive torque-limiting software and proprietary sealing solutions that appeal to our customers, primarily medical device distributors. Additionally, we provide engineering, quality, and regulatory consulting services to our customers. Our APM subsidiary manufactures parts and assemblies for the aerospace and defense industries in addition to providing several machined components to support Pro-Dex’s customers. Pro-Dex, Inc. also sells rotary air motors to a wide range of industries; however, these air motors comprise a de minimis portion of our business. Pro-Dex's products are found in hospitals and medical engineering labs around the world. For more information, visit the Company's websites at www.pro-dex.com and www.advanced-precision.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 risks of the Company set forth in the Company's filings with the Securities and Exchange Commission, including is Annual Report of Form 10-K. The Company undertakes no obligation to update any forward-looking statement, except as required by law.
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PRO-DEX, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 8,192 | $ | 419 | ||||
| Investments | 1,150 | 6,740 | ||||||
| Accounts receivable, net of allowance for credit losses of $349 and $0 at June 30, 2026 and 2025, respectively | 21,205 | 16,433 | ||||||
| Deferred costs | 70 | 24 | ||||||
| Inventory | 21,458 | 22,213 | ||||||
| Income taxes receivable | 620 | 1,056 | ||||||
| Prepaid expenses | 553 | 410 | ||||||
| Total current assets | 53,248 | 47,295 | ||||||
| Land and building, net | 5,967 | 6,061 | ||||||
| Equipment and improvements, net | 5,373 | 5,153 | ||||||
| Right of use asset, net | 602 | 1,050 | ||||||
| Intangibles, net | 686 | 26 | ||||||
| Deferred income taxes, net | 1,544 | 1,415 | ||||||
| Investments | 504 | 148 | ||||||
| Goodwill | 6,525 | — | ||||||
| Other assets | 60 | 44 | ||||||
| Total assets | $ | 74,509 | $ | 61,192 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 4,262 | $ | 4,614 | ||||
| Accrued liabilities | 4,366 | 3,479 | ||||||
| Income taxes payable | 124 | 186 | ||||||
| Deferred revenue | 26 | 202 | ||||||
| Notes payable | 4,205 | 6,148 | ||||||
| Total current liabilities | 12,983 | 14,629 | ||||||
| Non-current liabilities: | ||||||||
| Lease liability, net of current portion | 627 | 685 | ||||||
| Notes payable, net of current portion | 13,266 | 9,246 | ||||||
| Total non-current liabilities | 13,893 | 9,931 | ||||||
| Total liabilities | 26,876 | 24,560 | ||||||
| Commitments and Contingencies: | ||||||||
| Shareholders’ equity: | ||||||||
| Common stock, no par value, 50,000,000 shares authorized; 3,186,135 and 3,261,043 shares issued and outstanding at June 30, 2026 and 2025, respectively | — | 704 | ||||||
| Retained earnings | 47,633 | 35,928 | ||||||
| Total shareholders’ equity | 47,633 | 36,632 | ||||||
| Total liabilities and shareholders’ equity | $ | 74,509 | $ | 61,192 | ||||
PRO-DEX, INC. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
(In thousands, except per share data)
| Three
Months Ended June 30, (Unaudited) | Years
Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net sales | $ | 20,405 | $ | 17,494 | $ | 77,548 | $ | 66,593 | ||||||||
| Cost of sales | 13,314 | 14,004 | 53,213 | 47,083 | ||||||||||||
| Gross profit | 7,091 | 3,490 | 24,335 | 19,510 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling, general and administrative expenses | 2,546 | 1,241 | 7,999 | 5,185 | ||||||||||||
| Research and development costs | 1,016 | 905 | 3,345 | 3,636 | ||||||||||||
| Total operating expenses | 3,562 | 2,146 | 11,344 | 8,821 | ||||||||||||
| Operating income | 3,529 | 1,344 | 12,991 | 10,689 | ||||||||||||
| Interest expense | (271 | ) | (226 | ) | (812 | ) | (829 | ) | ||||||||
| Gain on marketable equity investments, net | 212 | 460 | 5,655 | 2,116 | ||||||||||||
| Interest and dividend income | 55 | 21 | 181 | 82 | ||||||||||||
| Income before income taxes | 3,525 | 1,599 | 18,015 | 12,058 | ||||||||||||
| Income tax expense | 668 | 403 | 4353 | 3,080 | ||||||||||||
| Net income | $ | 2,857 | $ | 1,196 | $ | 13,662 | $ | 8,978 | ||||||||
| Basic & Diluted income per share: | ||||||||||||||||
| Basic net income per share | $ | 0.90 | $ | 0.37 | $ | 4.24 | $ | 2.73 | ||||||||
| Diluted net income per share | $ | 0.87 | $ | 0.36 | $ | 4.12 | $ | 2.67 | ||||||||
| Weighted average shares outstanding: | ||||||||||||||||
| Basic | 3,189,727 | 3,261,043 | 3,225,884 | 3,287,844 | ||||||||||||
| Diluted | 3,294,325 | 3,350,449 | 3,317,064 | 3,361,207 | ||||||||||||
PRO-DEX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
| Years Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income | $ | 13,662 | $ | 8,978 | ||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | 1,394 | 1,239 | ||||||
| Unrealized loss (gain) on equity investments | 3,434 | (1,521 | ) | |||||
| Gain on sale of investments | (9,089 | ) | (595 | ) | ||||
| Non-cash straight-line lease amortization | (49 | ) | (33 | ) | ||||
| Allowance for credit losses | 368 | — | ||||||
| Amortization of loan fees, net | 12 | 9 | ||||||
| Share-based compensation | 688 | 555 | ||||||
| Deferred income taxes | (129 | ) | 140 | |||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (4,713 | ) | (2,546 | ) | ||||
| Deferred costs | (46 | ) | 238 | |||||
| Inventory | 1,630 | (6,944 | ) | |||||
| Prepaid expenses and other assets | (105 | ) | (67 | ) | ||||
| Accounts payable and accrued expenses | (12 | ) | 179 | |||||
| Deferred revenue | (176 | ) | 188 | |||||
| Income taxes | 373 | (1,502 | ) | |||||
| Net cash provided by (used in) operating activities | 7,242 | (1,682 | ) | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchases of equipment and improvements | (483 | ) | (1,246 | ) | ||||
| Purchase of APM, net of cash acquired | (6,493 | ) | — | |||||
| Purchases of investments | (350 | ) | (899 | ) | ||||
| Proceeds from sale of investments | 11,239 | 1,907 | ||||||
| Net cash provided by (used in) investing activities | 3,913 | (238 | ) | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Principal payments on notes payable, leases, and revolving loan | (23,649 | ) | (11,528 | ) | ||||
| Proceeds from notes and revolving loan, net of fees | 23,617 | 15,003 | ||||||
| Repurchases of common stock | (3,408 | ) | (3,504 | ) | ||||
| Payments of employee taxes on net issuance of common stock | (27 | ) | (305 | ) | ||||
| Proceeds from exercise of stock options and ESPP contributions | 85 | 42 | ||||||
| Net cash used in financing activities | (3,382 | ) | (292 | ) | ||||
| Net increase (decrease) in cash and cash equivalents | 7,773 | (2,212 | ) | |||||
| Cash and cash equivalents, beginning of year | 419 | 2,631 | ||||||
| Cash and cash equivalents, end of year | $ | 8,192 | $ | 419 | ||||