apyx-20230930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

September 30, 2023

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number:

001-31885



APYX MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)


Delaware						11-2644611
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

5115 Ulmerton Road, Clearwater, FL 33760

(Address of principal executive offices, zip code)

(727) 384-2323

(Registrant’s telephone number)

Securities Registered Pursuant to Section 12 (b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock	APYX	Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes: ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes: ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark 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.

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes: ☐ No ☒

As of November 8, 2023, 34,643,855 shares of the registrant’s $0.001 par value common stock were outstanding.

Table of Contents

APYX MEDICAL CORPORATION

INDEX TO QUARTERLY REPORT ON FORM 10-Q

For the quarterly period ended September 30, 2023

Page

Part I.

Financial Information

Item 1.

Condensed Consolidated Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets at September 30, 2023 and December 31, 2022

Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022

Condensed Consolidated Statements of Changes in Equity for the three and nine months ended September 30, 2023 and 2022

Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022

Notes to Condensed Consolidated Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Item 4.

Controls and Procedures

Part II.

Other Information

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

Item 5.

Item 6.

PART I. Financial Information

ITEM 1. Condensed Consolidated Financial Statements

APYX MEDICAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)


	September 30, 2023 (Unaudited)		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	22,134	$	10,192
Trade accounts receivable, net of allowance of $652 and $668	12,648		10,602
Income tax receivables	—		7,545
Other receivables	596		99
Inventories, net of provision for obsolescence of $611 and $457	11,285		11,797
Prepaid expenses and other current assets	3,487		2,737
Total current assets	50,150		42,972
Property and equipment, net	2,093		6,761
Operating lease right-of-use assets	5,274		710
Finance lease right-of-use assets	74		115

Other assets	1,855		1,217
Total assets	$	59,446	$	51,775



LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	2,050	$	2,669
Accrued expenses and other current liabilities	7,914		8,928
Current portion of operating lease liabilities	310		216
Current portion of finance lease liabilities	20		37
Total current liabilities	10,294		11,850
Term loan, net	9,009		—
Long-term operating lease liabilities	4,992		470
Long-term finance lease liabilities	58		73
Long-term contract liabilities	1,326		1,408
Other liabilities	181		181
Total liabilities	25,860		13,982
EQUITY
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 0 issued and outstanding as of September 30, 2023 and December 31, 2022	—		—
Common stock, $0.001 par value; 75,000,000 shares authorized; 34,643,855 issued and outstanding as of September 30, 2023, and 34,597,822 issued and outstanding as of December 31, 2022	35		35
Additional paid-in capital	78,154		73,282
Accumulated deficit	(44,841)		(35,735)
Total stockholders’ equity	33,348		37,582
Non-controlling interest	238		211
Total equity	33,586		37,793
Total liabilities and equity	$	59,446	$	51,775

The accompanying notes are an integral part of the condensed consolidated financial statements.

Table of Contents

APYX MEDICAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Sales	$	11,976	$	9,114	$	37,687	$	31,899
Cost of sales	3,998		3,357		12,857		11,009
Gross profit	7,978		5,757		24,830		20,890
Other costs and expenses:
Research and development	1,276		1,061		3,596		3,289
Professional services	1,831		1,936		5,165		6,611
Salaries and related costs	4,667		3,871		14,770		13,944
Selling, general and administrative	4,841		4,671		15,474		14,675
Total other costs and expenses	12,615		11,539		39,005		38,519
Gain on sale-leaseback	—		—		2,692		—
Loss from operations	(4,637)		(5,782)		(11,483)		(17,629)
Interest income	248		73		478		93
Interest expense	(585)		(1)		(1,362)		(12)
Other (expense) income, net	(19)		(35)		622		551
Total other (expense) income, net	(356)		37		(262)		632
Loss before income taxes	(4,993)		(5,745)		(11,745)		(16,997)
Income tax (benefit) expense	(318)		50		(2,519)		216
Net loss	(4,675)		(5,795)		(9,226)		(17,213)
Net loss attributable to non-controlling interest	(46)		(31)		(120)		(78)
Net loss attributable to stockholders	$	(4,629)	$	(5,764)	$	(9,106)	$	(17,135)

Loss per share:

Basic and diluted	$	(0.13)	$	(0.17)	$	(0.26)	$	(0.50)

The accompanying notes are an integral part of the condensed consolidated financial statements.

Table of Contents

APYX MEDICAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)

(In thousands)


Three Months Ended September 30, 2023 and 2022
	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Non-controlling Interest		Total Equity
	Shares	Par Value
Balance at June 30, 2022	34,493	$	34	$	69,793	$	(23,922)	$	258	$	46,163

Shares issued on stock options exercises for cash	62	1		156		—		—		157
Stock based compensation	—	—		1,692		—		—		1,692
Shares issued on net settlement of stock options	33	—		—		—		—		—

Net loss	—	—		—		(5,764)		(31)		(5,795)
Balance at September 30, 2022	34,588	$	35	$	71,641	$	(29,686)	$	227	$	42,217

Balance at June 30, 2023	34,629	$	35	$	76,773	$	(40,212)	$	137	$	36,733
Contributions from non-controlling interest	—	—		—		—		147		147
Shares issued on stock options exercises for cash	10	—		30		—		—		30
Stock based compensation	—	—		1,351		—		—		1,351
Shares issued on net settlement of stock options	5	—		—		—		—		—

Net loss	—	—		—		(4,629)		(46)		(4,675)
Balance at September 30, 2023	34,644	$	35	$	78,154	$	(44,841)	$	238	$	33,586

Nine Months Ended September 30, 2023 and 2022
	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Non-controlling Interest		Total
	Shares	Par Value

SEC Form 10-Q filed by Apyx Medical Corporation