Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following management’s
discussion and analysis (“MD&A”) in conjunction with the information set forth within the financial statements and related
notes included in this Annual Report on Form 10-K.
Overview
As discussed elsewhere in this Report, Sensus
achieved profitability for the first time in 2021, maintained profitability in 2022 and 2023, and seeks to maintain and increase profitability
in 2024 by, among other things, increasing sales and managing operational expenses where necessary in order to continue to invest in research
and development of new products and marketing initiatives to promote the Company’s products. However, Sensus faces a number of uncertainties
in 2024 that could impact our ability to achieve this goal. These include inflation and international trade issues. Either of these matters
could adversely affect the Company’s ability to do business in a number of countries and geographic regions, including China.
Components of our results of operations
Sensus manages our business globally within one
reportable segment, which is consistent with how management views the business, prioritizes investment and resource allocation decisions,
and assesses operating performance.
Results of Operations
For the Years Ended December 31,
(in thousands, except shares and per share data) 2023 2022
Operating expenses
Income (loss) from operations (382 ) 14,831
Other income:
Provision for income taxes 167 3,746
Net income per share – basic $ 0.03 $ 1.47
22
2023 Compared with 2022
Revenues of $24.4
million in 2023 decreased by $20.1 million, or 45%, from $44.5 million in 2022. The decrease was primarily driven by the lower number
of SRT units sold, as our customers continued to defer purchases of our product due to the inflationary pressures impacting the healthcare
market.
Cost of sales of $10.3 million in 2023
decreased by $4.6 million, or 31%, from $14.9 million in 2022. The decrease in cost of sales was primarily related to the decrease in
sales in 2023.
Gross profit of $14.1 million, or 57.6%
of revenue, in 2023 decreased by $15.5 million, or 52%, from $29.6 million, or 66.5% of revenue, in 2022. The decrease in gross profit
was primarily driven by the lower number of units sold and higher costs charged by vendors in 2023.
Selling and marketing expenses of $5.6
million in 2023 decreased by $0.7 million, or 11%, from $6.3 million in 2022. The decrease was primarily attributable to lower compensation
expense offset by an increase in tradeshow expenses.
General and administrative expenses of
$5.2 million in 2023 increased by $0.2 million, or 4%, from $5.0 million in 2022, due primarily to an increase in professional fees and
offset by a decrease in compensation expenses.
Research and development expenses of $3.7
million in 2023 increased by $0.2 million, or 6%, from $3.5 million in 2022. The increase was primarily due to expenses related to a project
to develop a drug delivery system for an aesthetic project during 2023.
Other income, net of $1.0 million in 2023
decreased by $12.2 million from $13.2 million in 2022 and is primarily attributable to the gain on sale of assets of $12.8 million in
2022 (See Note 2, Disposition, to the consolidated financial statements) and offset by an increase in interest income of $0.6 million
in 2023.
Cash and cash equivalents
at December 31, 2023 decreased $2.4 million from December 31, 2022. See Cash flows for details on the change in cash
and cash equivalents during the year ended December 31, 2023.
Accounts receivable,
net at December 31, 2023 decreased $6.7 million from December 31, 2022, primarily due to collections of receivables and the decrease in
sales during the year ended December 31, 2023.
Inventories at
December 31, 2023 increased $8.4 million from December 31, 2022, primarily due to an increase in completion of finished goods offset by
shipments of units sold during the year ended December 31, 2023.
Prepaid inventory
at December 31, 2023 decreased $3.3 million from December 31, 2022, primarily due to the completion of finished goods from inventory deposits
paid to a manufacturer during the year ended December 31, 2023.
Liabilities
There were no borrowings
under our revolving lines of credit at December 31, 2023 or December 31, 2022. See Note 4, Debt, to the consolidated financial
statements for further discussion.
23
Liquidity and Capital Resources
Overview
In general terms, liquidity is a measurement of the Company’s
ability to meet its cash needs. For the year ended December 31, 2023, funding was derived primarily from cash generated by the sale of
equipment to our customers in the ordinary course of business. The Company believes that proceeds from maturing cash equivalents, as well
as the Company’s borrowing capacity under its existing line of credit and access to capital resources are sufficient to meet operating
capital and funding requirements for the next 12 months from the date of this annual report. Please see Note 4, Debt, to the consolidated
financial statements for a discussion regarding the Company’s revolving credit facility with Comerica Bank. The Company’s
liquidity position and capital requirements may be impacted by a number of factors, including the following:
● ability to generate and increase revenue; and
● fluctuations in gross margins, operating expenses, and net results.
The Company’s primary short-term capital
needs, which are subject to change, include expenditures related to:
● expansion of sales and marketing activities; and
● continuation of research and development activities.
Sensus’s management regularly evaluates
cash requirements for current operations, commitments, capital requirements, and business development transactions, and may seek to raise
additional funds for these purposes in the future. However, there can be no assurance that it will be able to raise such funds or the
terms on which such funds
may be raised, if at all.
Cash flows
The following table provides a summary of the
Company’s cash flows for the periods indicated:
For the Years Ended December 31
Net cash provided by (used in):
Operating activities $ (2,145 ) $ (1,412 )
Financing activities (40 ) (2,428 )
Cash flows from operating activities
Net cash used in operating activities was $2.1
million for the year ended December 31, 2023, consisting of net income of $485 thousand partially offset by a decrease in net operating
liabilities of $2.7 million and non-cash charges of $0.1 million. Non-cash charges consisted of depreciation and amortization, stock-based
compensation, and product warranty charges. Net cash used in operating activities was $1.4 million for the year ended December 31, 2022,
consisting of net income of $24.2 million partially offset by an increase in net operating assets of $12.9 million, gain on sale of assets
of $12.8 million, deferred income taxes of $1.7 million, and non-cash charges of $1.8 million. Non-cash charges consisted of depreciation
and amortization, stock-based compensation and product warranty charges.
Cash flows from investing activities
Net cash used in investing activities was $0.2
million during the year ended December 31, 2023, primarily consisting of cash used in the acquisition of property and equipment of $0.2
million. Net cash provided by investing activities was $14.8 million during the year ended December 31, 2022, primarily due to proceeds
from sale of assets, particularly the sale of the Sculptura assets for $15 million in cash, partially offset by the cash used in acquisition
of property and equipment of $0.2 million.
24
Cash flows from financing activities
Net cash used in financing activities was $40
thousand during the year ended December 31, 2023, primarily due to repurchases of common stock and withholding taxes on stock-based compensation,
partially offset by proceeds from exercises of stock options. Net cash used in financing activities was $2.4 million during the year ended
December 31, 2022, primarily due to purchases of common stock and principal payments on our PPP loan, partially offset by proceeds from
exercises of stock options.
Inflation
During 2023, increased commodity and shipping
prices and energy and labor costs resulted in inflationary pressures across various parts of our business and operations, including on
our customers, partners, and suppliers. We continue to monitor the impact of inflation and we are taking actions, such as ordering inventory
in advance, to minimize its effects on our product cost and sales.
Indebtedness
Please see Note 4, Debt, to the consolidated
financial statements.
Contractual Obligations and Commitments
Please see Note 7, Commitments and Contingencies,
to the consolidated financial statements.
Critical Accounting Policies and Estimates
The preparation of the consolidated financial
statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported
amounts of revenue and expense during the reporting periods. Management has identified certain accounting policies as critical to understanding
the financial condition and results of operations. For a detailed discussion on the application of these and other accounting policies,
see the notes to the consolidated financial statements included in this Annual Report on Form 10-K.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE
ABOUT MARKET RISK
Not applicable.
25
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA
FINANCIAL STATEMENTS OF SENSUS HEALTHCARE,
INC.
CONTENTS
Report of Independent Registered Public Accounting Firm (PCAOB ID 688) F-2
Financial Statements
Consolidated Balance Sheets as of December 31, 2023 and 2022 F-4
Notes to the Consolidated Financial Statements F-8
F-1
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of
Sensus
Healthcare, Inc.
Opinion on the Financial Statements
We have audited the accompanying
consolidated balance sheets of Sensus Healthcare, Inc. (the “Company”) as of December 31, 2023 and 2022, the related consolidated
statements of income, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2023 and the
related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly,
in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and
its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted
in the United States of America.
Basis for Opinion
These financial statements are
the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based
on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain
an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of
the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing
procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for
our opinion.
Marcum LLP ■ 201 East Kennedy
Boulevard ■ Suite 1500 ■ Tampa, Florida 33602 ■ Phone 813.397.4800 ■ Fax 813.397.4801 ■ www.marcumllp.com
F-2
Sensus Healthcare, Inc.
March
15, 2024
Page 2
Critical Audit Matters
Critical audit matters are matters
arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee
and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. We determined that there are no critical audit matters.
Marcum LLP
We have served as the Company’s auditor since
2012.
Tampa, Florida
March 15, 2024
F-3
SENSUS HEALTHCARE, INC.
CONSOLIDATED BALANCE SHEETS
As of December 31,
(in thousands, except shares and per share data) 2023 2022
Assets
Current assets
Property and equipment, net 464 243
Operating lease right-of-use asset, net 774 996
Other noncurrent assets 804 542
Liabilities and stockholders’ equity
Current liabilities
Accounts payable and accrued expenses $ 2,793 $ 5,521
Operating lease liabilities, current portion 187 190
Deferred revenue, current portion 657 693
Operating lease liabilities 596 830
Deferred revenue, net of current portion 60 139
Commitments and contingencies
Stockholders’ equity
Preferred stock, 5,000,000 shares authorized and none issued and outstanding - -
Total liabilities and stockholders’ equity $ 53,710 $ 56,735
See accompanying notes
to the consolidated financial statements.
F-4
SENSUS HEALTHCARE, INC.
CONSOLIDATED STATEMENTS OF INCOME
For the Years Ended
December 31,
(in thousands, except shares and per share data) 2023 2022
Operating expenses
Income (loss) from operations (382 ) 14,831
Other income:
Provision for income taxes 167 3,746
Net income per share – basic $ 0.03 $ 1.47
See accompanying notes to the consolidated financial
statements.
F-5
SENSUS HEALTHCARE, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2023
AND 2022
Retained
Common Stock Additional Paid-In Treasury Stock Earnings (Accumulated
(in thousands, except shares) Shares Amount Capital Shares Amount Deficit) Total
Exercise of stock options 8,334 - 46 - - - 46
Stock repurchase - - - (9,427 ) (27 ) - (27 )
Forfeiture of restricted stock units (14,000 ) - (31 ) - (31 )
See accompanying notes to the consolidated
financial statements.
F-6
SENSUS HEALTHCARE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended
December 31,
Cash flows from operating activities
Bad debt expense 7 145
Depreciation and amortization 275 315
Gain on sale of assets (42 ) (12,779 )
Loss on disposal of assets - 197
Amortization of right-of-use asset 186 194
Provision for product warranties 603 722
Stock-based compensation 328 187
Deferred income taxes (427 ) (1,713 )
Decrease (increase) in:
Other current assets (228 ) 711
Other noncurrent assets (312 ) (417 )
Increase (decrease) in:
Accounts payable and accrued expenses (2,728 ) 799
Operating lease liability (201 ) (199 )
Product warranties (468 ) (827 )
Net cash used in operating activities (2,145 ) (1,412 )
Cash flows from investing activities
Acquisition of property and equipment (229 ) (159 )
Proceeds from sale of assets 42 15,000
Net cash provided by (used in) investing activities (187 ) 14,841
Cash flows from financing activities
Repurchase of common stock (27 ) (2,999 )
Withholding taxes on stock-based compensation (59 ) (109 )
Repayment of loan payable - (51 )
Exercise of stock options 46 731
Net cash used in financing activities (40 ) (2,428 )
Net increase (decrease) in cash and cash equivalents (2,372 ) 11,001
Cash and cash equivalents – beginning of period 25,520 14,519
Cash and cash equivalents – end of period $ 23,148 $ 25,520
Supplemental disclosure of cash flow information:
Interest paid $ - $ 2
Supplemental schedule of noncash investing and financing transactions:
Transfer of inventory to property and equipment $ 217 $ 48
See accompanying notes to the consolidated financial
statements.
F-7
SENSUS HEALTHCARE, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note
1 — Organization and Summary of Significant Accounting Policies
Description
of the Business
Sensus Healthcare, Inc. (together, with its subsidiaries,
unless the context otherwise indicates, “Sensus” or the “Company”) is a manufacturer of radiation therapy devices
and sells the devices to healthcare providers globally through its distribution and marketing network. The Company operates from its corporate
headquarters located in Boca Raton, Florida.
In March 2024, the Company formed Sensus Healthcare
Services, LLC, a wholly-owned subsidiary that provides operational healthcare services in the form of radiation oncology and physics oversight
in addition Radiotherapy Technologist for dermatology clinics.
Basis
of Presentation and Principles of Consolidation
These consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts
of the Company and its subsidiaries. Accounts and transactions between consolidated entities have been eliminated.
Use
of Estimates
The preparation of financial statements in conformity
with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense
during the reporting periods. Actual results could differ from those estimates.
Change
in Accounting Estimate
In the fourth quarter of 2023, the Company changed
its estimate that it was probable that it would make commission payments to certain of its employees as compensation expense. As it is
no longer probable the payments will be made, the Company reversed the accrued compensation expense, which is included in accounts payable
and accrued expenses in the consolidated balance sheet, related to these payments. This change in estimate resulted in a decrease in selling
and marketing expenses of $853,500, or 0.05 per share (basic and diluted) for the year ended December 31, 2023.
Reclassification
of Prior Year Presentation
Certain prior year amounts have been reclassified
for consistency with the current year presentation. The reclassifications are limited to the consolidated balance sheets and statements
of cash flow and have no impact on the reported results of operations.
Revenue
Recognition
The Company’s
revenue derives from sales of the Company’s devices and services related to maintaining and repairing the devices as part of a service
contract or on an ad-hoc basis without a service contract.
The Company
provides warranties, generally for one year, in conjunction with the sale of its products. These warranties entitle the customer to repair,
replacement, or modification of the defective product, subject to the terms of the relevant warranty. The Company has determined that
these warranties do not represent separate performance obligations, as the customer does not have the option to purchase the warranty
separately and the warranty does not provide the customer with a service in addition to the assurance that the product complies with agreed-upon
specifications. The Company records an estimate of future warranty claims at the time it recognizes revenue from the sale of the device
based upon management’s estimate of the future claims rate.
Revenue
is recognized upon transfer of control of promised goods or services to customers when the product is shipped or the service is rendered,
based on the amount the Company expects to receive in exchange for those goods or services. The Company enters into contracts that can
include multiple services, which are accounted for separately if they are determined to be distinct.
F-8
To determine
the transaction price for contracts in
which a customer promises consideration in a form other than cash, the Company
measures the estimated fair value of the noncash consideration at contract inception. If the Company cannot reasonably estimate the fair
value of the noncash consideration, the Company measures the consideration indirectly by reference to the standalone selling
price of the products promised to the customer or class of customer in exchange for the consideration.
The revenues
from service contracts are recognized over the service contract period on a straight-line basis. In the event that a customer does not
sign a service contract, but requests maintenance or repair services after the warranty expires, the Company recognizes revenue when the
service is rendered.
The Company
has determined that in practice no significant discount is given on the service contract when it is offered with the device purchase as
compared to when it is sold on a stand-alone basis. The service level provided is identical whether the service contract is purchased
on a stand-alone basis or together with the device. There is no termination provision in the service contract or any penalties in practice
for cancellation of the service contract.
The components of disaggregated revenue are as
follows:
For the Years Ended
December 31,
Product Revenue - recognized at a point in time $ 20,347 $ 40,007
Service Revenue - recognized at a point in time 1,261 1,351
Service Revenue - recognized over time 2,797 3,174
The Company operates in a highly regulated environment,
primarily in the U.S. dermatology market, in which state regulatory approval is sometimes required prior to the customer being able to
use the product. In cases where such regulatory approval is pending, revenue is deferred until such time as regulatory approval is obtained.
Deferred revenue activity for 2023 and 2022 is
as follows:
(in thousands) Product Service Total
The Company does not disclose information about
remaining performance obligations of deposits for products that have original expected durations of one year or less. Estimated service
revenue to be recognized in the future related to the performance obligations that are unsatisfied (or partially unsatisfied) as of December
31, 2023 is as follows:
Year Service Revenue
F-9
For the years ended December 31, 2023 and 2022
the Company paid commissions for certain equipment sales. Because the recovery of commissions is expected to occur from product revenue
within one year, the Company charges commissions to expense as incurred.
Shipping and handling costs are expensed as incurred
and are included in cost of sales.
Concentration
Financial instruments that potentially subject
the Company to concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable.
One customer in the U.S. accounted for approximately
61% and 73% of revenue for the years ended December 31, 2023 and 2022, respectively, and 85% and 91% of the accounts receivable as of
December 31, 2023 and 2022, respectively.
Segment
and Geographical Information
The following table illustrates total revenue
for the years ended December 31, 2023 and 2022 by geographic region.
December 31,
Fair
Value of Financial Instruments
Carrying amounts of cash equivalents, accounts
receivable, accounts payable and the revolving credit facility approximate fair value due to their relative short maturities.
Fair
Value Measurements
The Company uses a fair value hierarchy that prioritizes
inputs to valuation approaches used to measure fair value. The fair value hierarchy gives the highest priority to quoted prices (unadjusted)
in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. Assets and liabilities measured
and reported at fair value are classified and disclosed in one of the following categories:
Level 1 Inputs:
Quoted prices (unadjusted) in active
markets for identical assets or liabilities at the reporting date.
● Level 1 assets may include listed mutual funds, ETFs and listed equities
Level 2 Inputs:
Quoted prices for similar assets or
liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; quotes from pricing services
or brokers for which the Company can determine that orderly transactions took place at the quoted price or that the inputs used to arrive
at the price are observable; and inputs other than quoted prices that are observable, such as models or other valuation methodologies.
Level 3 Inputs:
Unobservable inputs for the valuation
of the asset or liability, which may include nonbinding broker quotes.
Significance of Inputs: The Company’s assessment
of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific
to the financial instrument.
F-10
Foreign
Currency
The Company’s foreign operation functional
currency is the U.S. dollar. The Company considers its Israel subsidiary an extension of the parent company operations in the United States.
The cash flow in the foreign operation depends primarily on the funding by the parent company.
Cash
and Cash Equivalents
Cash and cash equivalents primarily consists of
cash, money market funds and short-term, highly liquid investments with original maturities of three months or less.
Accounts
Receivable
On
January 1, 2023, the Company adopted Accounting Standards Update (ASU) 2016-13, Financial Instruments – Credit Losses (Topic
326): Measurement of Credit Losses on Financial Instruments. The amendments in this ASU replace the incurred loss model for recognition
of credit losses with a methodology that reflects expected credit losses over the life of the loan and requires consideration of a broader
range of reasonable and supportable information to calculate credit loss estimates. This update did not have a significant impact on
the Company’s consolidated financial statements.
The Company does business and extends credit based
on an evaluation of each customer’s financial condition, generally without requiring collateral. Exposure to losses on receivables
is expected to vary by customer due to the financial condition of each customer. The Company estimates future credit losses based on the
age of customer receivable balances, collection history and forecasted economic trends. Future collections can be significantly different
from historical collection trends or current estimates. The Company monitors exposure to credit losses and maintains allowances for anticipated
losses considered necessary under the circumstances. The allowance for expected credit losses was $0 and approximately $107 thousand as
of December 31, 2023 and 2022, respectively. Bad debt expense for the years ended December 31, 2023 and 2022 was approximately $7 thousand
and $145 thousand, respectively.
Inventories
Inventories consist of finished product and components
and are stated at the lower of cost and net realizable value, determined using the first-in-first-out method.
Property
and Equipment
Property and equipment are stated at cost less
accumulated depreciation. Depreciation on property and equipment is calculated on the straight-line basis over the estimated useful life
of each asset. Maintenance and repairs are expensed as incurred; expenditures that enhance the value of property or extend their useful
lives are capitalized. When assets are sold or returned, the cost and related accumulated depreciation are removed from the accounts and
the resulting gain or loss is included in income.
Inventory units designated for customer demonstrations,
as part of the sales process, are reclassified to property and equipment and the depreciation is recorded to selling and marketing expense.
Property and equipment for demonstrations and other programs that were reclassified to or from inventory was approximately $217 thousand
and $48 thousand for the years ended December 31, 2023 and 2022, respectively.
Research
and Development
Research and development costs related to products
under development by the Company and quality and regulatory costs and are expensed as incurred.
Earnings
Per Share
Basic net income per share is calculated by dividing
the net income by the weighted-average number of common shares outstanding for the period using the treasury stock method for options,
restricted stocks and warrants. Diluted net income per share is computed by giving effect to all potential dilutive common share equivalents
outstanding for the period.
F-11
The factors used in the earnings per share computation
are as follows:
For the Years Ended
December 31,
Basic
Weighted average common shares outstanding 16,259 16,481
Basic earnings per share $ 0.03 $ 1.47
Diluted
Weighted average common shares outstanding 16,259 16,481
Dilutive effects of:
Assumed exercise of stock options 5 55
Restricted stock awards 2 82
Diluted earnings per share $ 0.03 $ 1.46
Restricted stock awards 57,250 -
Diluted earnings per share includes the dilutive
effect of stock options and restricted stock awards that were issued in July 2021. The stock options and 89,750 restricted stock awards
were not in the money as the average price of common stock during the second to fourth quarter was less than the exercise prices. The
assumed proceeds of stock options and the restricted stock awards for the treasury stock method is the amount the grantee pays on exercise
plus the average amount of unrecognized compensation expense.
Equity-Based
Compensation
Pursuant to relevant accounting guidance related
to accounting for equity-based compensation, the Company is required to recognize all share-based payments to non-employees and employees
in the financial statements based on grant-date fair values. The Company has accounted for issuances of shares and options in accordance
with the guidance, which requires the recognition of expense, based on grant-date fair values, over the service period, which is generally
the period over which the shares and options vest.
Advertising
Costs
Advertising and promotion costs are charged to
expense as incurred. Advertising and promotion costs included in selling and marketing expense in the accompanying statements of income
amounted to approximately $1.2 million and $0.9 million for the years ended December 31, 2023 and 2022, respectively.
Leases
The Company evaluates arrangements at inception
to determine if an arrangement is or contains a lease. Operating lease assets represent the Company’s right to control an underlying
asset for the lease term, and operating lease liabilities represent the Company’s obligation to make lease payments arising from
the lease. Control of an underlying asset is conveyed to the Company if the Company obtains the rights to direct the use of and to obtain
substantially all of the economic benefits from using the underlying asset. Operating lease assets and liabilities are recognized at the
commencement date of the lease based upon the present value of lease payments over the lease term. When determining the lease term, the
Company includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The
Company uses an incremental borrowing rate that the Company would expect to incur for a fully collateralized loan over a similar term
under similar economic conditions to determine the present value of the lease payments. The Company has lease agreements which include
lease and non-lease components, which the Company has elected to account for as a single lease component for all classes of underlying
assets.
F-12
The lease payments used to determine the Company’s
operating lease assets may include lease incentives, and stated rent increases are recognized in the Company’s operating lease assets
in the Company’s consolidated balance sheets. Operating lease assets are amortized to rent expense over the lease term and included
in operating expenses in the consolidated statements of income.
Income
Taxes
The Company
recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s
financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on differences between
the financial statement carrying amounts and the tax bases of the assets and liabilities using the enacted tax rates in effect in the
years in which the differences are expected to reverse. A valuation allowance against deferred tax assets is recorded if, based on the
weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
Uncertain
tax positions are recognized in the financial statements only if that position is more likely than not to be sustained upon examination
by taxing authorities, based on the technical merits of the position. The Company’s practice is to recognize interest and/or penalties
related to income tax matters in income tax expense.
Recent
Accounting Pronouncements
In March
2020, the Financial Accounting Standard Board (FASB) issued ASU 2020-4, Reference Rate Reform (Topic 848): Facilitation of the Effects
of Reference Rate Reform on Financial Reporting, to provide temporary optional expedients and exceptions to U.S. GAAP guidance on
contract modifications to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate,
or LIBOR, to alternative reference rates, such as the Secured Overnight Financing Rate. Entities can elect not to apply certain modification
accounting requirements to contracts affected by what the guidance calls reference rate reform if certain criteria are met. An entity
that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination.
The guidance is effective prospectively as of March 12, 2020 through December 31, 2022 and interim periods within those fiscal years.
In December 2022, the FASB issued ASU 2022-06, Deferral of the Sunset Date of Topic 848 which was issued to defer the sunset date
of Topic 848 to December 31, 2024. These updates are not expected to have a significant impact on the Company’s consolidated financial
statements.
In November
2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to enhance disclosures
about significant segment expenses for public entities reporting segment information under ASC Topic 280. The amendments require public
entities to disclose significant expense categories for each reportable segment, other segment items, the title and position of the chief
operating decision-maker, and interim disclosures of certain segment-related information previously required only on an annual basis.
The amendments clarify that entities reporting single segments must disclose both the new and existing segment disclosures under Topic
280, and a public entity is permitted to disclose multiple measures of segment profit or loss if certain criteria are met. The ASU is
effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.
The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
In December
2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to enhance transparency into
income tax disclosures. The amendments require annual disclosure of certain information relating to the rate reconciliation, income taxes
paid by jurisdiction, income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic
and foreign, income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. The amendments
also eliminate certain requirements relating to unrecognized tax benefits and certain deferred tax disclosure relating to subsidiaries
and corporate joint ventures. The ASU is effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal
years beginning after December 15, 2025. Early adoption is permitted. The Company is currently evaluating the impact of this standard
on its consolidated financial statements and related disclosures.
F-13
Note
2 — Disposition
On February 25, 2022, the Company sold its Sculptura assets for $15
million in cash. The sale price was allocated to the existing assets and liabilities based on the book value at the date of the transaction.
A summary of the assets and liabilities sold is as follows:
(in thousands) Book Value
Property and equipment (157 )
Other liabilities (663 )
Gain on asset sale $ 12,779
Note
3 — Property and Equipment
Property and equipment consists of the following:
As of As of
December 31, December 31, Estimated
Tradeshow and demo equipment 1,184 990 3 years
Less accumulated depreciation (1,883 ) (2,131 )
Property and Equipment, Net $ 464 $ 243
Depreciation expense was approximately $226 thousand
and $219 thousand for the years ended December 31, 2023 and 2022, respectively.
Note
4 — DEBT
As of December
31, 2022, the Company had a revolving credit facility with Silicon Valley Bank (“SVB”) that provided for maximum borrowings
equal to the lesser of (a) the $15 million commitment amount or (b) the borrowing base plus a $7.5 million non-formula sublimit. On March
10, 2023, SVB was closed by the California Department of Financial Protection and Innovation, and the Federal Deposit Insurance Corporation
(the “FDIC”) was appointed receiver. On March 13, 2023, the FDIC transferred all deposits, both insured and uninsured, and
substantially all assets of SVB to a newly created, full-service FDIC-operated “bridge bank”, Silicon Valley Bridge Bank,
N.A. (“SVBB”), chartered by the Office of the Comptroller of the Currency as a national bank. Subsequently, on March 27, 2023,
the FDIC entered into a purchase and assumption agreement for all deposits and loans, as well as certain other assets, of SVBB, with First-Citizens
Bank &Trust Company (“FCB”), a subsidiary of First Citizens BancShares, Inc. (“First Citizens”). As a result
of this transaction, SVB became a wholly owned subsidiary of FCB.
On September
11, 2023, the Company entered into a new revolving credit facility (the “Credit Facility”) with Comerica Bank (“Comerica”),
replacing the prior facility with SVB, that provides for maximum borrowings of $10 million. The Credit Facility may be terminated by the
Company or Comerica at any time without penalty. At December 31, 2023, the available borrowings under this facility were $10 million.
Any borrowings bear interest at the Secured Overnight Financing Rate (“SOFR”) plus 2.50% (or 7.88% at December 31, 2023),
and would be due upon demand by Comerica. The Credit Facility is secured by all of the Company’s assets. The Credit Facility contains
a financial covenant requiring that the Company maintain unencumbered liquid assets having a minimum value of $3,500,000 in a Comerica
account.
The Company
was in compliance with its financial covenants under the respective facilities as of December 31, 2023 and December 31, 2022. There were
no borrowings outstanding under either facility at December 31, 2023 or December 31, 2022.
F-14
Note