Pro-Dex FY2026 Q4业绩大幅超预期：营收+17%、毛利率20%→35%、经营利润+163%，新一代骨科手机产品驱动强劲复苏

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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):
September 3, 2026
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
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
Pr
o-Dex, Inc.
By:
/s/ Alisha K. Charlton
Alisha K. Charlton
Chief Financial Officer

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EX-99.1
2
ex99x1.htm
EXHIBIT 99.1
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)
t
oday 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.
(tables follow)
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