Pro Dex Inc: Form 10-Q for the period ended Sep 30, 2025

The following discussion and analysis should be read in conjunction with our unaudited interim condensed consolidated financial statements and the related notes and other financial information appearing elsewhere in this report.

COMPANY OVERVIEW

The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of the results of operations and financial condition of Pro-Dex, Inc. (“Company,” “Pro-Dex,” “we,” “our,” or “us”) for the three-month periods ended September 30, 2025 and 2024. This discussion should be read in conjunction with the condensed consolidated financial statements and the notes thereto included elsewhere in this report. This report contains certain forward-looking statements and information. The cautionary statements included herein should be read as being applicable to all related forward-looking statements wherever they may appear. Our actual future results could differ materially from those discussed herein.

Except for the historical information contained herein, the matters discussed in this report, including, but not limited to, discussions of our product development plans, business strategies, strategic opportunities, contract negotiations, and market factors influencing our results, are forward-looking statements that involve certain risks and uncertainties. Actual results may differ from those anticipated by us as a result of various factors, both foreseen and unforeseen, including, but not limited to, our ability to continue to develop new products and increase sales in markets characterized by rapid technological evolution, consolidation within our target marketplace and among our competitors, employee turnover, competition from larger, better capitalized competitors, and our ability to realize returns on opportunities. Many other economic, competitive, governmental, and technological factors could impact our ability to achieve our goals. You are urged to review the risks, uncertainties, and other cautionary language described in this report, as well as in our other public disclosures and reports filed with the Securities and Exchange Commission (“SEC”) from time to time, including, but not limited to, the risks, uncertainties, and other cautionary language discussed in our Annual Report on Form 10-K for our fiscal year ended June 30, 2025.

We specialize 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 (“CMF”) markets. We have patented adaptive torque-limiting software and proprietary sealing solutions which appeal to our customers, primarily medical device distributors. Additionally, we provide engineering, quality, and regulatory consulting services to our customers. We also manufacture and sell rotary air motors to a wide range of industries; however, these motors comprise a de minimis portion of our business.

Our principal headquarters are located at 2361 McGaw Avenue, Irvine, California 92614 and our phone number is (949) 769-3200. Our Internet address is www.pro-dex.com (http://www.pro-dex.com). Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, amendments to those reports, and other SEC filings are available free of charge through our website as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC. In addition, our Code of Ethics and other corporate governance documents may be found on our website at the Internet address set forth above. Our filings with the SEC may also be read and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov (http://www.sec.gov) and company specific information at www.sec.gov/edgar/searchedgar/companysearch.html (http://www.sec.gov/edgar/searchedgar/companysearch.html).

Basis of Presentation

The condensed consolidated results of operations presented in this report are not audited and those results are not necessarily indicative of the results to be expected for the entirety of our fiscal year ending June 30, 2026, or any other interim period during such fiscal year. Our fiscal year ends on June 30 and our fiscal quarters end on September 30, December 31, and March 31. Unless otherwise stated, all dates refer to our fiscal year and those fiscal quarters.

Critical Accounting Estimates and Judgments

Our financial statements are prepared in accordance with U.S. GAAP. The preparation of our financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used or changes in the accounting estimate that are reasonably likely to occur could materially change the financial statements. Management believes that there have been no significant changes during the three months ended September 30, 2025, to the items that we disclosed as our critical accounting policies and estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for our fiscal year ended June 30, 2025.

Business Strategy and Future Plans

Our business today is almost entirely driven by sales of our medical devices. Many of our significant customers place purchase orders for specific products that were developed by us under various development and/or supply agreements. Our customers may request that we design and manufacture a custom surgical device or they may hire us as a contract manufacturer to manufacture a product of their own design. In either case, we have extensive experience with autoclavable, battery-powered and electric, multi-function surgical drivers, and shavers. We continue to focus a significant percentage of our time and resources on providing outstanding products and service to our valued principal customers. During the first quarter of fiscal 2021, our largest customer executed an amendment to our existing supply agreement for us to supply their surgical handpieces to them through calendar 2025. Currently, we are in negotiations with our largest customer to extend the contract through calendar 2028. While we are still negotiating some of the specific commercial terms, we have no reason to believe that the contract amendment will not be executed and further, the customer has placed purchase orders to us through the end of calendar 2026. Additionally, based on the planned volumes of the next generation handpiece that we supply to our largest customer, we are simultaneously pursuing negotiations with one of our existing suppliers to acquire their business to help meet the expected increased demand currently being contemplated by our largest customer. In the event we do not acquire this business we will be obligated to reimburse the supplier for legal fees incurred in relation to the acquisition due diligence. This amount, not to exceed $62,500, is not accrued for, but is expected to be paid at the end of the current exclusivity period of October 31,2025, if not extended by mutual agreement of the parties, and will be credited towards the purchase price upon an acquisition.

We are also working to build top-line sales through active proposals of new medical device products with new and existing customers. Our patented adaptive torque-limiting software has been very well received in the CMF and thoracic markets. Additionally, our latest Pro-Dex branded product, the Helios driver for CMF applications, featuring our adaptive torque-limiting software, is expected to be released for production in the second quarter of this fiscal year. Although we anticipate this product will be released in the second quarter of this fiscal year, and we have had interest in this product, there is no guarantee that our existing customers or new customers will purchase this new driver.

In November 2020, we purchased an approximate 25,000 square foot industrial building in Tustin, California (the “Franklin Property”). This building is located approximately four miles from our Irvine, California headquarters and was acquired to provide us additional capacity for our expected continued future growth, including anticipated expanded capacity for the manufacture of batteries and new products. We began operations in the new facility during the fourth quarter of fiscal 2023 and believe that the additional capacity will allow for our continued expected growth.

In summary, our current objectives are focused primarily on maintaining our relationships with our current medical device customers, investing in research and development activities to design unique medical devices as well as Pro-Dex branded drivers to leverage our torque-limiting software, expanding our manufacturing capacity through the commencement of operations at the Franklin Property, and promoting active product development proposals to new and existing customers for both orthopedic shavers and screw drivers for a multitude of surgical applications, while monitoring closely the progress of all these individual endeavors. While we expect revenue growth in the future, it may not be a consistent trajectory but rather periods of incremental growth that current expenditures are helping to create. However, there can be no assurance that we will be successful in any of these objectives.

Results of Operations

The following tables set forth results from continuing operations for the three months ended September 30, 2025 and 2024 (in thousands, except percentages):

Dollars in thousands

Revenue

The majority of our revenue is derived from designing, developing, manufacturing, and repairing surgical devices. We continue to sell our rotary air motors for industrial and scientific applications, but our focus remains in medical devices. The proportion of total sales by type is as follows (in thousands, except percentages):

Dollars in thousands

19

Certain of our medical device products utilize proprietary designs developed by us under exclusive development and supply agreements. All of our medical device products utilize proprietary manufacturing methods and know-how, and are manufactured in our Irvine, California facility and assembled in our Tustin, California facility. Details of our medical device sales by type is as follows (in thousands, except percentages):

Dollars in thousands

Our medical device revenue increased $4.5 million, or 45%, for the three months ended September 30, 2025, compared to the corresponding period of the prior fiscal year. Our orthopedic sales increased $4.4 million, or 65%, for the three months ended September 30, 2025, compared to the corresponding period of the prior fiscal year, due primarily to the launch of our largest customer’s next generation handpiece. As previously disclosed, late in the third quarter of fiscal 2025 the customer requested we hold off on next generation handpiece shipments in favor of continued shipments and enhanced repair of the legacy handpieces. During the fourth quarter of fiscal 2025, at the customer’s request, we resumed production and shipments of the next generation handpiece. Because certain of the sub-assemblies included in the handpiece take several weeks of internal machining, the process to resume shipments at the requested levels has taken several months. By September 2025, our shipments reached the recurring level that the customer has requested. Recurring revenue from distributors of CMF drivers increased $627,000, or 29%, for the three months ended September 30, 2025, compared to the corresponding period of the prior fiscal year. Our thoracic sales decreased by $515,000, or 51% for the three months ended September 30, 2025, compared to the corresponding period of the prior fiscal year. While we do not have much visibility into our customers’ distribution networks, this level of change (whether an increase or decrease) is not uncommon and fluctuations occur based upon required inventory levels.

Sales of our compact pneumatic air motors increased $29,000, or 20%, for the three months ended September 30, 2025, compared to the corresponding period of the prior fiscal year. The minimal and relatively flat sales volume is consistent with our lack of substantive marketing efforts for our air motors. Our non-recurring engineering (“NRE”) and proto-type revenue increased $428,000, or 892%, for the three months ended September 30, 2025 compared to the corresponding period of the prior fiscal year, due to an increase in billable contracts. Our NRE and proto-type revenue is typically a small percentage of our total revenue and can vary significantly from quarter to quarter.

Repair revenue decreased by $1.3 million, or 25%, for the three months ended September 30, 2025, compared to the corresponding period of the prior fiscal year, due to fewer repairs of the legacy orthopedic handpiece we sell to our largest customer. While we do not have much visibility into our largest customer’s distribution networks, they may be reducing repairs of legacy handpieces in favor of replacing them with the next generation handpiece.

Discounts and other decreased by $57,000, or 5%, in the first quarter of fiscal 2026 compared to the corresponding period of the prior fiscal year, due to volume rebates related to the legacy orthopedic handpiece we sell to our largest customer, which they negotiated in conjunction with our contract extension through 2025.

At September 30, 2025, we had a backlog of approximately $46.8 million, of which $43.6 million is scheduled for delivery during the remainder of fiscal 2026. Our backlog represents firm purchase orders received and acknowledged from our customers and does not include all revenue expected to be generated from existing customer contracts. We may experience variability in our new order bookings due to various reasons, including, but not limited to, the timing of major new product launches and customer planned inventory builds. However, we do not typically experience seasonal fluctuations in our shipments and revenues.

Cost of Sales and Gross Margin

Dollars in thousands

Cost of sales for the three months ended September 30, 2025, increased by $3.4 million, or 35%, compared to the corresponding period of the prior fiscal year. The increase in cost of sales is consistent with the 24% increase in revenue for the same period. Product costs increased by $3.1 million, or 33%, during the three months ended September 30, 2025, compared to the corresponding period of the prior fiscal year, which is consistent with higher revenue generated in the first quarter of fiscal 2026, but is higher than expected based partly on product mix and partly on negative fluctuations in repair service revenue margin. In the first quarter of fiscal 2026 our repair revenue margin is significantly lower than in prior year and this is caused by more expensive component replacement as well as an assembled workforce which normally repairs a higher volume of devices. During the three months ended September 30, 2025, we experienced under-absorption of $619,000 in manufacturing costs compared to $325,000 during the corresponding period of the prior fiscal year. We anticipate growth in our direct labor costs this fiscal year such that our absorption will stabilize without the need to increase our labor and overhead rates. Costs related to inventory and warranty charges increased $66,000, or 94%, for the three months ended September 30, 2025 compared to the corresponding period of the prior fiscal year, due an increase in both inventory and warranty reserves.

Gross profit increased by approximately $217,000, or 4%, for the three months ended September 30, 2025 compared to the corresponding period of the prior fiscal year, and gross margin as a percentage of sales decreased by six percentage points between such periods, primarily as a result of higher costs, including tariffs, which have not fully been passed on to our customers.

Operating Costs and Expenses

Dollars in thousands

21

Selling expenses consist of salaries and other personnel-related expenses in support of business development, as well as trade show attendance, advertising and marketing expenses, and travel and related costs incurred in generating and maintaining our customer relationships. Selling expenses for the three months ended September 30, 2025, increased $25,000, or 52%, compared to the corresponding period of the prior fiscal year. The increase relates to personnel costs related to our former Director of Business Development hired in the second quarter of the prior fiscal year whose employment with us ended in the second quarter of fiscal 2026.

General and administrative expenses (“G&A”) consist of salaries and other personnel-related expenses of our accounting, finance, facilities, information technology and human resources personnel, as well as costs for outsourced information technology services, professional fees, directors’ fees, and other costs and expenses attributable to being a public company. G&A expenses increased by $171,000, or 14%, for the three months ended September 30, 2025, when compared to the corresponding period of the prior fiscal year. The increase in total G&A expenses relates to higher payroll and personnel expenses due to new hires in human resources, information technology and facilities.

Research and development costs generally consist of compensation and other personnel-related costs of our engineering and support personnel, related professional and consulting fees, patent-related fees, lab costs, materials, and travel and related costs incurred in the development and support of our products. Research and development costs decreased $75,000, or 9%, for the three months ended September 30, 2025 compared to the corresponding period of the prior fiscal year. The decrease is due primarily to a decrease in internal project spending and a reduction in recruiting fees, partially offset by an increase in personnel expenses. Although internal project spending is lower in the first quarter of fiscal 2026 compared to the same period in fiscal 2025, we expect to release an internally developed project, our Helios branded CMF driver, for production in the second quarter of fiscal 2026.

The majority of our research and development costs relate to sustaining activities related to products we currently manufacture and sell. As we introduce new products into the market, we expect to see an increase in sustaining and other engineering expenses. Typical examples of sustaining engineering activities include, but are not limited to, end-of-life component replacement, especially in electronic components found in our printed circuit board assemblies, analysis of customer complaint data to improve process and design, replacement and enhancement of tooling and fixtures used in the machine shop, assembly operations, and inspection areas to improve efficiency and through-put.

Other Income (Expense), Net

Interest and Dividend Income

The interest and dividend income recorded during the three months ended September 30, 2025 and 2024, consists primarily of interest and dividends from our investments and money market accounts.

Unrealized Gain on Investments

The unrealized gain on marketable securities for the quarters ended September 30, 2025 and 2024, relates to our portfolio of investments described more fully in Note 4 to the condensed consolidated financial statements contained elsewhere in this report.

Interest Expense

The interest expense recorded during the three months ended September 30, 2025 and 2024, relates to our UMB Bank (“UMB”) loans described more fully in Note 11 to the condensed consolidated financial statements contained elsewhere in this report.

Income Tax Expense

The effective tax rate for the three months ended September 30, 2025 and 2024, was 25% and 26%, respectively, and is slightly less than our combined expected federal and applicable state corporate income tax rates due primarily to federal and state research credits.

Liquidity and Capital Resources

Cash and cash equivalents at September 30, 2025, increased $95,000 to $514,000 as compared to $419,000 million at June 30, 2025. The following table includes a summary of our condensed consolidated statements of cash flows contained elsewhere in this report.

(in thousands)

Operating Activities

Net cash provided by operating activities during the three months ended September 30, 2025 totaled $2.3 million. Our net income was $4.7 million, which includes $3.3 million of unrealized gains, primarily related to our investment in Monogram, which is more fully described in Note 4 to the condensed consolidated financial statements contained elsewhere in this report as well as non-cash depreciation and amortization and stock-based compensation in the amount of $311,000 and $161,000, respectively. Proceeds of cash arose from income taxes of $1.5 million due to tax expense incurred in the first quarter of fiscal 2026 having been previously paid and a decrease in inventory of $649,000. Offsetting these inflows of cash, our accounts receivable increased by $1.8 million due to an increase in revenue in the first quarter of fiscal 2026.

Net cash provided by operating activities during the three months ended September 30, 2024, totaled $1.9 million. Our net income was $2.5 million, which includes $433,000 of unrealized gains on our marketable securities as well as non-cash depreciation and amortization and stock-based compensation in the amount of $302,000 and $113,000, respectively. Additionally, our inventory and income taxes payable increased by $1.3 million and $209,000, respectively. Offsetting these outflows of cash, our accounts receivable decreased by $428,000 and accounts payable and accrued expenses increased by $579,000.

Investing Activities

Net cash used in investing activities for the three months ended September 30, 2025, and 2024 was $98,000 and $431,000, respectively, related to the purchase of equipment and improvements.

Financing Activities

Net cash used in financing activities for the three months ended September 30, 2025, included net principal payments of $2.2 million on our loans from UMB (formerly MBT).

Net cash used in financing activities for the three months ended September 30, 2024, included the repurchase of $2.3 million of common stock pursuant to our share repurchase program, and proceeds of $5.0 million from a new term loan from UMB, offset by principal payments totaling $3.4 million. Additionally, we paid $273,000 of employee payroll taxes related to the award of 40,000 shares of common stock to employees under previously granted performance awards.

Financing Facilities & Liquidity Requirements for the Next Twelve Months

As of September 30, 2025, our working capital was $37.1 million. We currently believe that our existing cash and cash equivalent balances together with our accounts receivable balances will provide us sufficient funds to satisfy our cash requirements as our business is currently conducted for at least the next 12 months. In addition, we expect to derive a portion of our liquidity from our cash flows from operations and, as described in Note 4 to the condensed consolidated financial statements contained elsewhere in this report, we received $8.9 million in cash in October 2025 upon the consummation of Zimmer Biomet’s acquisition of Monogram.

We are focused on preserving our cash balances by monitoring expenses, identifying cost savings, and investing only in those development programs and products that we believe will most likely contribute to our profitability. As we execute on our current strategy, however, we may require debt and/or equity capital to fund our working capital needs and requirements for capital equipment to support our manufacturing and inspection processes. In particular, we have experienced negative operating cash flow in the past, especially as we procure long-lead time materials to satisfy our backlog, which can be subject to extensive variability. We believe that if we need additional capital to fund our operations, we can borrow against our revolving loan with UMB which has an available balance of $8.8 million as of September 30, 2025.

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer and principal accounting officer) conducted an evaluation of the design and operation of our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)). The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

In accordance with SEC rules, an evaluation was performed under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer of the effectiveness, as of September 30, 2025, of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). “Internal control over financial reporting” includes those policies and procedures that:

(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.

Based on that evaluation as of September 30, 2025, our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective.

Internal Control over Financial Reporting

During the three months ended September 30, 2025, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Inherent Limitations on the Effectiveness of Controls

In designing and evaluating our disclosure controls and procedures, our management recognized that any system of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our business, future financial condition, and results of operations are subject to a number of factors, risks, and uncertainties, which are disclosed in Item 1A, entitled “Risk Factors,” in Part I of our Annual Report on Form 10-K for our fiscal year ended June 30, 2025, as well as any amendments thereto or additions and changes thereto contained in this quarterly report on Form 10-Q for the quarter ended September 30, 2025. Additional information regarding some of those risks and uncertainties is contained in the notes to the condensed consolidated financial statements included elsewhere in this report and in Part I, Item 2, of this report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The risks and uncertainties disclosed in our Form 10-K, our quarterly reports on Form 10-Q, and other reports filed with the SEC are not necessarily all of the risks and uncertainties that may affect our business, financial condition, and results of operations in the future. There have been no material changes to the risk factors as disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, except those set forth below.

Artificial intelligence (“AI”) may be generating information that is used incorrectly and may lead to an adverse effect on our business.

In August 2025, a law firm that practices securities litigation posted a press release and had a link on its website inviting our shareholders to request an investigation into Pro-Dex. The press release erroneously attributed a Form 8-K that we had filed nearly two years earlier, as well as other stale information, to a 20 percent decline in our stock price that occurred in August 2025. This law firm quickly removed these items from the internet, including from its website, before we initiated a request for them to do so. While we have no way of knowing for certain that AI led to the generation of the press release, it seems possible to us that misinformation was attributable to AI.

Other PDEX symbols exist in the marketplace, and the association may create confusion.

As we announced in a press release on October 16, 2025, Polkadex, which to our understanding trades on certain crypto exchanges (and possibly on certain other platforms) under the symbol PDEX may be creating confusion. Our common stock trades on the Nasdaq Capital Market under the symbol PDEX and there is no relationship or affiliation between Pro-Dex, In, and Polkadex. We do not know whether our shareholders obtain alerts or automated messages related to Polkadex that are misconstrued as being related to Pro-Dex, Inc. or vice versa. Similarly, we have no idea whether any trades in our common stock were intended for trades in cryptocurrencies or vice versa.