Table of Contents
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 June 30, 2021
OR
◻
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No.: 001-36534
IRADIMED CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware
73-1408526
(State or other jurisdiction ofincorporation or organization)
(I.R.S. EmployerIdentification Number
1025 Willa Springs DriveWinter Springs, Florida
32708
(Address of principal executive offices)
(Zip Code)
(407) 677-8022
(Registrant’s telephone number, including area code)
N/A
(Former Name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
Trading Symbol
Name of each exchange on which registered:
Common stock, par value $0.0001
IRMD
NASDAQ Capital Market
Indicate by check mark whether the registrant (1) has 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 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 or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” as defined 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. Yes ☐ No ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The registrant had 12,318,027 shares of common stock, par value $0.0001 per share, outstanding as of August 1, 2021.
Page
Cautionary Note Regarding Forward-Looking Statements
3
Part I
Financial Information
5
Item 1
Condensed Financial Statements
(a) Condensed Balance Sheets as of June 30, 2021 (Unaudited) and December 31, 2020
(b) Condensed Statements of Operations for the Three and Six Months Ended June 30, 2021 and 2020 (Unaudited)
6
(c) Condensed Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2021 and 2020 (Unaudited)
7
(d) Condensed Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2021 and 2020 (Unaudited)
8
(e) Condensed Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2020 (Unaudited)
9
(f) Notes to Unaudited Condensed Financial Statements
10
Item 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
19
Item 3
Quantitative and Qualitative Disclosures About Market Risk
26
Item 4
Controls and Procedures
Part II
Other Information
27
Legal Proceedings
Item 1A
Risk Factors
Unregistered Sale of Equity Securities and Use of Proceeds
Default Upon Senior Securities
Mine Safety Disclosures
Item 5
Item 6
Exhibits
28
Signatures
29
2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties. The forward-looking statements are contained principally in the sections entitled “Business,” “Risk Factors” and “Management’s Discussion and Analysis and Results of Operations.” In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements relate to future events or our future financial performance or condition and involve known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance or achievement to differ materially from those expressed or implied by these forward-looking statements. These forward-looking statements include, but are not limited to, statements about:
Forward-looking statements are not guarantees of future performance and are subject to substantial risks and uncertainties that could cause the actual results to differ materially from those that we predicted in the forward-looking statements. Investors should carefully review the information contained under the caption "Risk Factors" contained in Part II, Item 1A for a description of risks and uncertainties that could cause actual results to differ from those that we predicted. All forward-looking statements are based on information available to us on the date hereof, and we assume no obligation to update forward-looking statements, except as required by Federal Securities laws.
Unless expressly indicated or the context requires otherwise, references in this Quarterly Report to “IRADIMED,” the “Company,” “we,” “our,” and “us” refer to IRADIMED CORPORATION.
4
PART I. FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
CONDENSED BALANCE SHEETS
June 30,
December 31,
2021
2020
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents
$
55,159,661
50,068,728
Investments
948,958
1,909,368
Accounts receivable, net of allowance for doubtful accounts of $45,578 as of June 30, 2021 and $46,484 as of December 31, 2020
3,884,704
4,574,932
Inventory, net
4,468,115
3,933,987
Prepaid expenses and other current assets
1,230,033
771,666
Prepaid income taxes
2,945,799
2,477,211
Total current assets
68,637,270
63,735,892
Property and equipment, net
2,092,224
2,120,148
Intangible assets, net
1,010,073
960,885
Operating lease right-of-use asset, net
2,614,351
2,715,030
Deferred income taxes, net
992,996
1,272,672
Other assets
232,685
261,993
Total assets
75,579,599
71,066,620
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
667,882
657,054
Accrued payroll and benefits
2,010,074
1,714,782
Other accrued taxes
122,452
103,981
Warranty reserve
108,528
90,054
Deferred revenue
2,973,334
1,949,259
Current portion of operating lease liability
268,488
255,698
Other current liabilities
146,435
Total current liabilities
6,297,193
4,917,263
2,034,429
2,305,413
Operating lease liability, less current portion
2,345,863
2,459,332
Total liabilities
10,677,485
9,682,008
Stockholders’ equity:
Common stock; $0.0001 par value; 31,500,000 shares authorized; 12,317,036 shares issued and outstanding as of June 30, 2021 and 12,308,432 shares issued and outstanding as of December 31, 2020
1,232
1,231
Additional paid-in capital
24,350,709
23,676,843
Retained earnings
40,525,994
37,669,451
Accumulated other comprehensive income
24,179
37,087
Total stockholders’ equity
64,902,114
61,384,612
Total liabilities and stockholders’ equity
See accompanying notes to unaudited condensed financial statements.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended
For the Six Months Ended
Revenue
9,810,423
6,794,692
19,034,419
15,472,233
Cost of revenue
2,478,122
1,864,587
4,639,802
4,078,317
Gross profit
7,332,301
4,930,105
14,394,617
11,393,916
Operating expenses:
General and administrative
2,564,619
5,002,427
4,994,988
7,865,154
Sales and marketing
2,469,777
2,374,134
4,848,901
4,807,701
Research and development
453,679
482,654
929,496
912,936
Total operating expenses
5,488,075
7,859,215
10,773,385
13,585,791
Income (loss) from operations
1,844,226
(2,929,110)
3,621,232
(2,191,875)
Other income, net
13,195
17,852
7,532
116,354
Income (loss) before provision for income taxes
1,857,421
(2,911,258)
3,628,764
(2,075,521)
Provision for income tax expense (benefit)
387,727
(798,988)
772,221
(1,732,462)
Net income (loss)
1,469,694
(2,112,270)
2,856,543
(343,059)
Net income (loss) per share:
Basic
0.12
(0.17)
0.23
(0.03)
Diluted
Weighted average shares outstanding:
12,313,563
12,076,399
12,312,078
11,983,913
12,554,828
12,539,483
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
Other comprehensive (loss) income:
Change in fair value of available-for-sale securities, net of tax expense (benefit) of $5,772 and $4,227 for the three months ended June 30, 2021 and 2020, respectively, and $(7,331) and $7,669 for the six months ended June 30, 2021 and 2020, respectively
1,790
19,797
(3,079)
30,230
Realized gain on available-for-sale securities reclassified to net income, net of tax expense of $3,176 and $2,199 for the three months ended June 30, 2021 and 2020, respectively, and $3,176 and $2,199 for the six months ended June 30, 2021 and 2020, respectively
(9,829)
(6,662)
Other comprehensive (loss) income
(8,039)
13,135
(12,908)
23,568
Comprehensive income (loss)
1,461,655
(2,099,135)
2,843,635
(319,491)
CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY
Accumulated
Additional
Other
Common Stock
Paid-in
Retained
Comprehensive
Stockholders’
Shares
Amount
Capital
Earnings
Income
Equity
Balances, December 31, 2020
12,308,432
Net income
—
1,386,849
Other comprehensive loss
(4,869)
Stock-based compensation expense
347,741
Net share settlement of restricted stock units
3,502
(38,707)
Exercise of stock options
250
2,460
Balances, March 31, 2021
12,312,184
23,988,337
39,056,300
32,218
63,078,086
358,012
2,727
1
(15,875)
(15,874)
2,125
20,235
Balances, June 30, 2021
12,317,036
Balances, December 31, 2019
11,765,875
1,177
19,192,394
36,300,450
30,374
55,524,395
1,769,211
Other comprehensive income
10,433
568,958
14,521
(133,873)
(133,872)
190,541
322,160
322,179
Balances, March 31, 2020
11,970,937
1,197
19,949,639
38,069,661
40,807
58,061,304
Net loss
2,658,632
76,381
(725,393)
(725,385)
150,519
15
468,795
468,810
Balances, June 30, 2020
12,197,837
1,220
22,351,673
35,957,391
53,942
58,364,226
CONDENSED STATEMENTS OF CASH FLOWS
Six Months Ended
Operating activities:
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Change in allowance for doubtful accounts
(879)
40,029
Change in provision for excess and obsolete inventory
52,978
35,376
Depreciation and amortization
680,091
668,823
Stock-based compensation
705,753
3,227,590
290,183
(834,179)
Gain on maturities of investments
(13,005)
(8,861)
Changes in operating assets and liabilities:
Accounts receivable
691,107
2,747,675
Inventory
(493,488)
(1,360,074)
(1,473,503)
(674,047)
30,425
(26,402)
(79,060)
(319,583)
295,292
(472,705)
18,471
(88,451)
18,474
6,611
1,402,978
255,298
Other current liability
31,141
(468,588)
(897,951)
Net cash provided by operating activities
4,513,772
1,987,231
Investing activities:
Proceeds from maturity of investments
950,000
480,000
Purchases of property and equipment
(240,543)
(300,558)
Capitalized intangible assets
(100,410)
(122,534)
Net cash provided by investing activities
609,047
56,908
Financing activities:
Proceeds from exercises of stock options
22,695
790,989
Taxes paid related to the net share settlement of equity awards
(54,581)
(859,257)
Net cash used in financing activities
(31,886)
(68,268)
Net increase in cash and cash equivalents
5,090,933
1,975,871
Cash and cash equivalents, beginning of period
43,481,781
Cash and cash equivalents, end of period
45,457,652
Supplemental disclosure of cash flow information:
Cash paid for income taxes
963,722
Right-of-use asset recognized in exchange for a new lease obligation
27,713
Operating and short-term lease payments recorded within cash flow provided by operating activities
238,982
214,877
Notes to Unaudited Condensed Financial Statements
1 — Basis of Presentation
The accompanying interim condensed financial statements of IRADIMED CORPORATION (“IRADIMED”, the “Company”, “we”, “our”) have been prepared pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally presented in annual financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") have been condensed or omitted pursuant to such rules and regulations. The interim financial information is unaudited, but reflects all normal adjustments that are, in the opinion of management, necessary for the fair presentation of our financial position, results of operations and cash flows for the interim periods presented. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.
These accompanying interim condensed financial statements should be read with the financial statements and related footnotes to financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. The accounting policies followed in the preparation of these interim condensed financial statements, except as described in Note 1, are consistent in all material respects with those described in Note 1 of our Form 10-K.
We operate in one reportable segment which is the development, manufacture and sale of MRI compatible medical devices, related accessories, disposables and service for use by hospitals and acute care facilities during MRI procedures.
Certain Significant Risks and Uncertainties
We market our products to end users in the U.S. and to distributors internationally. Sales to end users in the U.S. are generally made on open credit terms. Management maintains an allowance for potential credit losses.
We have deposited our cash and cash equivalents with various financial institutions. Our cash and cash equivalents balances exceed federally insured limits throughout the year. We have not incurred any losses related to these balances.
Our products require clearance from the Food and Drug Administration and international regulatory agencies prior to commercialized sales. Our future products may not receive required approvals. If we were denied such approvals, or if such approvals were revoked or delayed or if we were unable to timely renew certain approvals for existing products, it would have a materially adverse impact on our business, results of operations and financial condition.
Certain key components of our products essential to their functionality are sole-sourced. Any disruption in the availability of these components would have a materially adverse impact on our business, results of operations and financial condition.
COVID-19 Considerations
The COVID-19 pandemic continues to cause disruption in global supply and distribution channels and dramatically changed the way companies do business. From the beginning of this global health crisis, our first priority has been the safety and well-being of our employees.
We continue to monitor the developments associated with the COVID-19 pandemic and its effects on our employees, customers, supply chain and distribution channels. The ongoing impact of the pandemic depends on a number of factors including the severity and duration of the pandemic and the extent and severity of the impact on our customers, which is uncertain and unpredictable. Our future results of operations and cash flows may suffer adverse effects from delays in payments on outstanding accounts receivable, potential manufacturing, distribution and supply chain disruptions, uncertain demand for our products, and effects of any actions we may take to address financial and operational challenges our customers may face. Our future results will be heavily determined by timely rollout of the vaccines, effectiveness of the vaccines, the duration of the pandemic, its geographic spread, further business disruptions and the overall impact on the global economy. Other risks and uncertainties that we face include, but are not limited to:
We are actively managing our response to the COVID-19 pandemic and working with our customers, distributors, vendors, and suppliers and assessing the potential effects to our financial position, results of operations and cash flows. As of the date of the issuance of these financial statements, the extent to which COVID-19 may materially impact our financial condition, liquidity, or results of operations in future periods remains uncertain.
Recent Accounting Pronouncements
Recently Issued Accounting Pronouncements to be Implemented
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the Company to measure and recognize expected credit losses for financial assets held and not accounted for at fair value through net income. In November 2018, April 2019 and May 2019, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses and ASU 2019-05, Financial Instruments - Credit Losses (Topic 326): Targeted Transition Relief, which provided additional implementation guidance on ASU 2016-03. The previously mentioned ASUs are effective for fiscal years beginning after December 15, 2022, with early adoption permitted. We do not expect the adoption of these ASUs to have a material impact on our financial condition, results of operations or cash flows.
Accounting Pronouncements Implemented in 2021
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 will be effective for fiscal years, and interim periods within those years, beginning after December 15, 2020. We adopted ASU 2019-12 on January 1, 2021, and the adoption did not have an impact on our financial condition, results of operations or cash flows.
11
2 — Revenue Recognition
Disaggregation of Revenue
We disaggregate revenue from contracts with customers by geographic region and revenue type as we believe it best depicts the nature, amount, timing and uncertainty of our revenue and cash flow.
Revenue information by geographic region is as follows:
Three Months Ended
United States
8,043,156
4,642,916
15,315,986
10,965,022
International
1,767,267
2,151,776
3,718,433
4,507,211
Total revenue
Revenue information by type is as follows:
Devices:
MRI Compatible IV Infusion Pump Systems
2,456,767
1,875,159
5,960,114
4,539,993
MRI Compatible Patient Vital Signs Monitoring Systems
3,377,719
1,927,473
5,981,549
4,546,988
Total Devices revenue
5,834,486
3,802,632
11,941,663
9,086,981
Disposables, services and other
3,490,969
2,535,548
6,126,435
5,467,449
Amortization of extended warranty agreements
484,968
456,512
966,321
917,803
Contract Liabilities
Our contract liabilities consist of:
Advance payments from customers
484,354
85,590
Shipments in-transit
649,887
35,013
Extended warranty agreements
3,873,522
4,134,069
Total
5,007,763
4,254,672
Changes in the contract liabilities during the periods presented are as follows:
Deferred
Contract liabilities, December 31, 2020
Increases due to cash received from customers
2,426,575
Decreases due to recognition of revenue
(1,673,484)
Contract liabilities, June 30, 2021
12
Contract liabilities, December 31, 2019
4,301,887
1,236,658
(1,048,380)
Contract liabilities, June 30, 2020
4,490,165
Capitalized Contract Costs
Our capitalized contract costs totaled $353,942 and $384,367 as of June 30, 2021 and December 31, 2020, respectively.
3 — Basic and Diluted Net Income per Share
Basic net income per share is based upon the weighted-average number of common shares outstanding during the period. Diluted net income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Stock options and restricted stock units granted by us represent the only dilutive effect reflected in diluted weighted-average shares outstanding.
The following table presents the computation of basic and diluted net income per share:
Three Months Ended June 30,
Six Months Ended June 30,
Weighted-average shares outstanding — Basic
Effect of dilutive securities:
Stock options
194,419
192,347
Restricted stock units
46,846
35,058
Weighted-average shares outstanding — Diluted
Basic net income (loss) per share
Diluted net income (loss) per share
Stock options and restricted stock units excluded from the calculation of diluted net income per share because the effect would have been anti-dilutive are as follows:
Anti-dilutive stock options and restricted stock units
1,500
399,772
1,635
479,499
4 — Inventory
Inventory consists of:
Raw materials
3,528,442
3,210,815
Work in process
264,868
207,807
Finished goods
865,456
653,038
Inventory before allowance for excess and obsolete
4,658,766
4,071,660
Allowance for excess and obsolete
(190,651)
(137,673)
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5 — Property and Equipment
Property and equipment consist of:
Computer software and hardware
783,690
705,811
Furniture and fixtures
1,233,749
1,226,113
Leasehold improvements
230,351
Machinery and equipment
2,044,479
1,823,835
Tooling in-process
395,782
470,446
4,688,051
4,456,556
Accumulated depreciation
(2,595,827)
(2,336,408)
Depreciation expense of property and equipment was $137,598 and $127,945 for the three months ended June 30, 2021 and 2020, respectively, and $264,737 and $254,253 for the six months ended June 30, 2021 and 2020, respectively.
Property and equipment, net, information by geographic region is as follows:
1,839,405
1,832,894
252,819
287,254
Total property and equipment, net
Long-lived assets held outside of the United States consist principally of tooling and machinery and equipment, which are components of property and equipment, net.
6 — Intangible Assets
The following table summarizes the components of intangible asset balances:
Patents — in use
372,502
362,162
Patents — in process
78,123
69,733
Internally developed software — in use
872,218
872,253
Internally developed software — in process
342,887
261,622
Trademarks
27,697
27,247
1,693,427
1,593,017
Accumulated amortization
(683,354)
(632,132)
Amortization expense of intangible assets was $25,104 and $22,999 for the three months ended June 30, 2021 and 2020, respectively, and $51,222 and $45,490 for the six months ended June 30, 2021 and 2020, respectively.
14
Expected annual amortization expense for the remaining portion of 2021 and the next five years related to intangible assets is as follows (excludes in process intangible assets):
Six months ending December 31, 2021
50,513
2022
100,308
2023
99,797
2024
99,395
2025
96,225
2026
84,508
7 — Investments
Our investments consist of bonds that we have classified as available-for-sale and are summarized in the following tables:
June 30, 2021
Gross
Unrealized
Fair
Cost
Gains
Losses
Value
U.S. corporate bonds
926,387
22,571
December 31, 2020
1,863,382
45,986
8 — Fair Value Measurements
The fair values of cash equivalents, accounts receivables, net and accounts payable approximate their carrying amounts due to their short duration.
The fair value of our assets and liabilities subject to recurring fair value measurements are as follows:
Fair Value at June 30, 2021
Quoted Prices
Significant
in Active
Market for
Observable
Unobservable
Identical Assets
Inputs
(Level 1)
(Level 2)
(Level 3)
Fair Value at December 31, 2020
Our corporate bonds are valued by a third-party custodian at closing prices from secondary exchanges or pricing vendors on the valuation date.
There were no transfers into or out of any Levels during the six months ended June 30, 2021 or the year ended December 31, 2020.
9 — Accumulated Other Comprehensive Income
The components of accumulated other comprehensive income, net of tax, for the three months ended June 30, 2021 and 2020 are as follows:
Unrealized (Losses)
Gains on
Available-For-Sale
Securities
Balance at March 31, 2021
Gain on available-for-sale securities, net
Reclassification realized in net earnings
Balance at June 30, 2021
Balance at March 31, 2020
Gains on available-for-sale securities, net
Balance at June 30, 2020
The components of accumulated other comprehensive income, net of tax, for the six months ended June 30, 2021 and 2020 are as follows:
Balance at December 31, 2020
Loss on available-for-sale securities, net
Balance at December 31, 2019
10 — Stock-Based Compensation
Stock-based compensation was recognized as follows in the Condensed Statements of Operations:
54,937
58,253
109,148
116,507
180,854
2,500,634
361,058
2,862,786
91,360
77,572
173,295
208,527
30,861
22,173
62,252
39,770
As of June 30, 2021, we had $2,527,686 of unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted-average period of 2.5 years. As of June 30, 2021, we had $224,090 of unrecognized compensation cost related to unvested PSUs, which is expected to be recognized over a weighted-average period of 2.4 years.
16
The following table presents a summary of our stock-based compensation activity for the six months ended June 30, 2021 (shares):
Performance
Based
Stock
Restricted
Options
Stock Units
Outstanding beginning of period
230,510
151,139
11,891
Awards granted
8,920
Awards exercised/vested
(2,375)
(8,443)
Awards canceled
(9,549)
(2,546)
Outstanding end of period
228,135
142,067
9,345
11 — Income Taxes
For the three and six months ended June 30, 2021, we recorded a provision for income tax expense of $387,727 and $772,221, respectively. Our effective tax rate was 20.9 percent and 21.3 percent, respectively, and differed from the U.S. Federal statutory rate primarily due to U.S. state income tax expense, partially offset by benefits from foreign derived intangible income and research and development tax credits.
For the three and six months ended June 30, 2020, we recorded a provision for income tax benefit of $(798,988) and $(1,732,462), respectively. Our effective tax rate was 27.4 percent and 83.5 percent, respectively, and differed from the U.S. Federal statutory rate primarily due to discrete items related to tax benefits associated with stock-based compensation and a U.S. state tax benefit, partially offset by a limitation on the deductibility of certain executive compensation associated with the separation of our former Chief Executive Officer. Additionally, we recognized a benefit in our effective tax rate resulting from the Coronavirus Aid, Relief, and Economic Security Act, which allowed us to carryback net operating losses to years prior to the enactment of the Tax Cuts and Jobs Act.
As of June 30, 2021, and December 31, 2020, we had not identified or accrued for any uncertain tax positions. We are currently unaware of any uncertain tax positions that could result in significant payments, accruals or other material deviations in this estimate over the next 12 months. We believe that our tax positions comply in all material respects with applicable tax law. However, tax law is subject to interpretation, and interpretations by taxing authorities could be different from ours, which could result in the imposition of additional taxes and penalties.
We file tax returns in the United States Federal jurisdiction and many U.S. state jurisdictions. Our returns are not currently under examination by the Internal Revenue Service. The Company remains subject to income tax examinations for our United States Federal and certain U.S. state income taxes for 2017 and subsequent years and various other U.S. state income taxes for 2016 and subsequent years.
12 — Leases
We have entered into operating lease contracts for our office and various office equipment.
We have one material lease contract outstanding. In January 2014, we entered into a non-cancelable operating lease, commencing July 1, 2014, for our manufacturing and headquarters facility in Winter Springs, Florida owned by Susi, LLC, an entity controlled by our President, Chief Executive Officer, and Chairman of the Board, Roger Susi. Pursuant to the terms of our lease for this property, the monthly base rent is $34,133, adjusted annually for changes in the consumer price index. Under the terms of the lease, we are responsible for property taxes, insurance and maintenance expenses. Prior to May 31, 2019, the expiration date of the initial lease term, and pursuant to the terms of the lease contract, we renewed the lease for an additional five years, resulting in a new lease expiration date of May 31, 2024. Unless advance written notice of termination is timely provided, the lease will automatically renew for one additional successive term of five years beginning in 2024, and thereafter, will be renewed for successive terms of one year each.We concluded that we would exercise the remaining five-year option, resulting in a remaining lease term of 7.9 years as of June 30, 2021. This lease agreement does not contain any residual value guarantee or material restrictive covenants.
17
Operating lease cost recognized in the Condensed Statements of Operations is as follows:
51,094
46,535
102,189
93,070
53,406
46,044
103,962
92,088
2,860
2,603
5,719
5,208
7,923
7,215
15,845
14,430
115,283
102,397
227,715
204,796
Lease costs for short-term leases were immaterial for the three and six months ended June 30, 2021 and 2020.
Maturity of our operating lease liability as of June 30, 2021 is as follows:
207,647
415,294
Thereafter
1,400,876
Total lease payments
3,269,699
Imputed interest
(655,348)
Present value of lease liability
13 — Commitments and Contingencies
Purchase commitments. We had various purchase orders for goods or services totaling $4,819,367 and $3,089,103 as of June 30, 2021 and December 31, 2020, respectively. No amounts related to these purchase orders have been recognized in our balance sheet.
Legal matters. We may from time to time become party to various legal proceedings or claims that arise in the ordinary course of business.
18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our condensed financial statements and the related notes to those statements included in this Quarterly Report, the discussion of certain risks and uncertainties contained in Part II, Item 1A of this Quarterly Report, the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” included in our Annual Report filed on Form 10-K for the fiscal year ended December 31, 2020 and the cautionary information regarding forward-looking statements at the beginning of this Quarterly Report.
Our Business
We develop, manufacture, market and distribute Magnetic Resonance Imaging (“MRI”) compatible medical devices and accessories and services relating to them.
We are a leader in the development of innovative MRI compatible medical devices. We are the only known provider of a non-magnetic intravenous (“IV”) infusion pump system that is specifically designed to be safe for use during MRI procedures. We were the first to develop an infusion delivery system that largely eliminates many of the dangers and problems present during MRI procedures. Standard infusion pumps contain magnetic and electronic components which can create radio frequency interference and are dangerous to operate in the presence of the powerful magnet that drives an MRI system. Our patented MRidium® MRI compatible IV infusion pump system has been designed with a non-magnetic ultrasonic motor, uniquely designed non-ferrous parts and other special features to safely and predictably deliver anesthesia and other IV fluids during various MRI procedures. Our pump solution provides a seamless approach that enables accurate, safe and dependable fluid delivery before, during and after an MRI scan, which is important to critically ill patients who cannot be removed from their vital medications, and children and infants who must generally be sedated to remain immobile during an MRI scan.
Each IV infusion pump system consists of an MRidium® MRI compatible IV infusion pump, non-magnetic mobile stand, proprietary disposable IV tubing sets and many of these systems contain additional optional upgrade accessories.
Our 3880 MRI compatible patient vital signs monitoring system has been designed with non-magnetic components and other special features to safely and accurately monitor a patient’s vital signs during various MRI procedures. The IRADIMED 3880 system operates dependably in magnetic fields up to 30,000 gauss, which means it can operate virtually anywhere in the MRI scanner room. The IRADIMED 3880 has a compact, lightweight design allowing it to travel with the patient from their critical care unit, to the MRI and back, resulting in increased patient safety through uninterrupted vital signs monitoring and decreasing the amount of time critically ill patients are away from critical care units. The features of the IRADIMED 3880 include: wireless ECG with dynamic gradient filtering; wireless SpO2 using Masimo® algorithms; non-magnetic respiratory CO2; invasive and non-invasive blood pressure; patient temperature, and; optional advanced multi-gas anesthetic agent unit featuring continuous Minimum Alveolar Concentration measurements. The IRADIMED 3880 MRI compatible patient vital signs monitoring system has an easy-to-use design and allows for the effective communication of patient vital signs information to clinicians.
We generate revenue from the sale of MRI compatible medical devices and accessories, extended warranty agreements, services related to maintaining our products and the sale of disposable products used with our devices. The principal customers for our MRI compatible products include hospitals and acute care facilities, both in the U.S. and internationally.
Selling cycles for our devices have varied widely and have historically ranged between three and six months in duration with more recent trends lengthening beyond this historical range due to the COVID-19 pandemic. We also enter into agreements with healthcare supply contracting companies, commonly referred to as Group Purchasing Organizations (“GPOs”), in the U.S., which facilitates our ability to sell and distribute our products to their member hospitals. Under these agreements, we are required to pay these GPOs a fee of three percent of the sales of our products to their member hospitals.
Financial Highlights
Beginning in the second quarter 2020, our business was significantly impacted by the COVID-19 pandemic, which negatively impacted our operations and financial results. Additionally, during that second quarter, we recognized $2.8 million of general and administrative expense related to the separation of our former CEO.
For the second quarter ended June 30, 2021, our revenue increased $3.0 million, or 44.4 percent, to $9.8 million, compared to $6.8 million for the second quarter last year. Income before the provision for income taxes was $1.9 million for the second quarter 2021, compared to a loss before the provision for income taxes of $(2.9) million for the second quarter last year. Net income was $1.5
million, or $0.12 per diluted share in the second quarter ended June 30, 2021, compared to a net loss of $(2.1) million, or $(0.17) per share in the second quarter last year.
Effects of the COVID-19 Pandemic
Application of Critical Accounting Policies
We prepare our financial statements in conformity with GAAP. The preparation of these financial statements requires us to make estimates and use assumptions that affect the reported amounts of assets, liabilities and related disclosures at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
We believe that the following critical accounting policies require the use of significant estimates, assumptions, and judgments:
20
These critical accounting policies are described in more detail in our Annual Report filed on Form 10-K, under Management’s Discussion and Analysis and Results of Operations. Except as disclosed in Note 1 to the unaudited condensed financial statements contained herein related to the adoption of recent accounting pronouncements, there have been no changes to these policies during the three and six months ended June 30, 2021.
The use of different estimates, assumptions, and judgments could have a material effect on the reported amounts of assets, liabilities and related disclosures as of the date of the financial statements and revenue and expenses during the reporting period.
Results of Operations
The following table sets forth selected statements of operations data as a percentage of total revenue for the periods indicated. Our historical operating results are not necessarily indicative of the results for any future period.
Percent of Revenue
Three Months
Six Months
Ended June 30,
100.0
%
25.3
27.4
24.4
26.4
74.7
72.6
75.6
73.6
26.1
26.2
50.8
25.2
34.9
25.5
31.1
4.6
7.1
4.9
5.9
55.9
115.7
56.6
87.8
18.8
(43.1)
19.0
(14.2)
0.1
0.3
0.0
0.8
18.9
(42.8)
19.1
(13.4)
4.0
(11.8)
4.1
(11.2)
15.0
(31.1)
(2.2)
Three and Six Months Ended June 30, 2021 and 2020
Revenue by Geographic Region
21
Revenue by Type
For the three months ended June 30, 2021, revenue increased $3.0 million, or 44.4 percent, to $9.8 million from $6.8 million for the same period in 2020.
Revenue from sales in the U.S. increased $3.4 million, or 73.2 percent, to $8.0 million for the second quarter 2021, from $4.6 million for the second quarter 2020. Revenue from sales internationally decreased $(0.4) million, or (17.9) percent, to $1.8 million for the second quarter 2021, from $2.2 million for the second quarter 2020. Domestic sales accounted for 82.0 percent of revenue for the second quarter 2021, compared to 68.3 percent for the second quarter 2020.
Revenue from sales of devices increased $2.0 million, or 53.4 percent, to $5.8 million for the three months ended June 30, 2021, from $3.8 million for the same period in 2020.
The average selling price of our MRI compatible IV infusion pump system during the three months ended June 30, 2021 was approximately $41,600, compared to approximately $30,200 for the same period in 2020. The increase in ASP is the result of a favorable product and geographic sales mix when compared to the same period in 2020.
The average selling price of our MRI compatible patient vital signs monitoring system during the three months ended June 30, 2021 was approximately $39,700, compared to approximately $30,600 for the same period in 2020. The increase in ASP relates to a favorable product and geographic sales mix when compared to the same period in 2020.
Revenue from sales of our disposables, service and other increased $1.0 million, or 37.7 percent, to $3.5 million for the three months ended June 30, 2021, from $2.5 million for the same period in 2020. Revenue from the amortization of extended maintenance contracts was consistent at $0.5 million for the three months ended June 30, 2021 and 2020.
For the six months ended June 30, 2021, revenue increased $3.5 million, or 23.0 percent, to $19.0 million from $15.5 million for the same period in 2020.
Revenue from sales in the U.S. increased $4.3 million, or 39.7 percent, to $15.3 million for the six months ended June 30, 2021, from $11.0 million for the same period in 2020. Revenue from sales internationally decreased $(0.8) million, or (17.5) percent, to $3.7 million for the six months ended June 30, 2021, from $4.5 million for the same period in 2020. Domestic sales accounted for 80.5 percent of revenue for the six months ended June 30, 2021, compared to 70.9 percent for the same period in 2020.
Revenue from sales of devices increased $2.8 million, or 31.4 percent, to $11.9 million for the six months ended June 30, 2021, from $9.1 million for the same period in 2020.
The average selling price of our MRI compatible IV infusion pump system during the six months ended June 30, 2021 was approximately $35,900, compared to approximately $30,100 for the same period in 2020. The increase in ASP relates to a favorable product and geographic sales mix when compared to the same period in 2020.
The average selling price of our MRI compatible patient vital signs monitoring system during the six months ended June 30, 2021 was approximately $39,100, compared to approximately $33,100 for the same period in 2020. The increase in ASP relates to favorable product and geographic sales mix when compared to the same period in 2020.
Revenue from sales of our disposables, service and other increased $0.6 million, or 12.1 percent, to $6.1 million for the six months ended June 30, 2021, from $5.5 million for the same period in 2020. Revenue from the amortization of extended maintenance
22
contracts increased $0.1 million, or 5.3 percent, to $1.0 million for the six months ended June 30, 2021, from $0.9 million for the same period in 2020.
Cost of Revenue and Gross Profit
Gross profit percentage
For the three months ended June 30, 2021, cost of revenue increased $0.6 million, or 32.9 percent, to $2.5 million from $1.9 million for the same period last year. Gross profit increased $2.4 million, or 48.7 percent, to $7.3 million for the second quarter 2021 from $4.9 million for the same period in 2020. Gross profit margin was 74.7 percent for second quarter 2021, compared to 72.6 percent for the second quarter 2020. The increase in gross profit and gross profit margin is primarily due to a favorable geographic sales mix, partially offset by unfavorable inventory reserve adjustments and overhead variances.
For the six months ended June 30, 2021, cost of revenue increased $0.5 million, or 13.8 percent, to $4.6 million from $4.1 million for the same period last year. Gross profit increased $3.0 million, or 26.3 percent, to $14.4 million for the six months ended June 30, 2021 from $11.4 million for the same period in 2020. Gross profit margin was 75.6 percent for six months ended June 30, 2021, compared to 73.6 percent for the same period in 2020. The increase in gross profit and gross profit margin is primarily due to a favorable geographic sales mix, partially offset by unfavorable inventory reserve adjustments and overhead variances.
Operating Expenses
Percentage of revenue
General and Administrative
For the three months ended June 30, 2021, general and administrative expense decreased $(2.4) million, or (48.7) percent, to $2.6 million from $5.0 million for the same period last year. This decrease is primarily due to stock and cash compensation expenses incurred during the second quarter 2020 related to the separation of our former Chief Executive Officer.
For the six months ended June 30, 2021, general and administrative expense decreased $(2.9) million, or (36.5) percent, to $5.0 million from $7.9 million for the same period last year. This decrease is primarily due to stock and cash compensation expenses incurred during the second quarter 2020 related to the separation of our former Chief Executive Officer.
Sales and Marketing
For the three months ended June 30, 2021, sales and marketing expense increased $0.1 million, 4.0 percent, to $2.5 million from $2.4 million for the same period last year. This is primarily the result of higher sales commissions and sales activities expenses, partially offset by lower payroll and benefits expenses.
For the six months ended June 30, 2021 and 2020, sales and marketing expense was consistent at $4.8 million. This is primarily the result of higher sales commissions and consulting services, offset by lower payroll and benefits expenses.
23
Research and Development
For the three months ended June 30, 2021, research and development expense was consistent at $0.5 million. For the six months ended June 30, 2021, research and development expense was consistent at $0.9 million. There were no significant changes in these accounts during the three and six months ended June 30, 2021, compared to the same periods last year.
Other Income, Net
Other income, net consists of interest income, foreign currency gains and losses, and other miscellaneous income. For the three months ended June 30, 2021, we reported other income of approximately $13,000, compared to $18,000 for the three months ended June 30, 2020. There were no significant changes in these accounts during the three months ended June 30, 2021, compared to the same quarter last year.
For the six months ended June 30, 2021, we reported other income of approximately $8,000, compared to $116,000 for the six months ended June 30, 2020. This decrease is primarily due to lower interest income during the six months ended June 30, 2021.
Income Taxes
Liquidity and Capital Resources
Our principal sources of liquidity have historically been our cash and cash equivalents balances, our investments, cash flow from operations and access to the financial markets. Our principal uses of cash are operating expenses, working capital requirements and capital expenditures.
As of June 30, 2021, we had cash and investments of $56.1 million, stockholders’ equity of $64.9 million, and working capital of $62.3 million. As of December 31, 2020, we had cash and investments of $52.0 million, stockholders’ equity of $61.4 million, and working capital of $58.8 million.
24
We believe that our current cash, investments and any cash generated from operations will be sufficient to meet our ongoing operating requirements for at least the next 12 months. We do not anticipate requiring additional capital; however, if required or desirable, we may seek to obtain a credit facility, raise debt or issue additional equity in private or public markets.
Cash provided by operating activities increased $2.5 million, to $4.5 million for the six months ended June 30, 2021, compared to $2.0 million for the same period in 2020. During the six months ended June 30, 2021, cash provided by operations was positively impacted by cash inflows from deferred revenue, and negatively impacted by cash outflows from prepaid expenses and inventory purchases.
Cash provided by investing activities increased $0.5 million, to $0.6 million for the six months ended June 30, 2021, compared to $0.1 million for the same period in 2020. During the six months ended June 30, 2021, cash provided by investing activities was positively impacted by cash inflows from maturities of securities, and negatively impacted by capital expenditures and capitalized intangible assets.
Cash used in financing activities was approximately $(32,000) for the six months ended June 30, 2021, compared to approximately $(68,000) for the same period in 2020. This increase is primarily due to lower cash outflows for the net share settlement of restricted stock units and lower cash inflows from the exercise of stock options during the six months ended June 30, 2021.
Our manufacturing and headquarters facility has been leased from Susi, LLC, an entity controlled by our Chairman of the Board and Chief Executive Officer, Roger Susi. Pursuant to the terms of our lease, the monthly base rent is $34,133, adjusted annually for changes in the consumer price index.
Off-Balance Sheet Arrangements
As of June 30, 2021 and December 31, 2020, we did not have any off-balance sheet arrangements, as such term is defined under Item 303 of Regulation S-K, that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Contractual Obligations
There have been no material changes outside the ordinary course of business to our contractual obligations and commercial commitments since December 31, 2020.
See Note 1 to the unaudited condensed financial statements contained herein for a full description of recent accounting pronouncements including the respective expected dates of adoption and status of evaluation of expected effects on results of our operations and financial condition.
25
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Foreign Currency Exchange Risk
We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. Dollar, principally the Japanese yen (“Yen”). The volatility of the Yen depends on many factors that we cannot forecast with reliable accuracy. We have experienced and will continue to experience fluctuations in our net income because of transaction gains (losses) related to revaluing Yen denominated accounts payable balances. In the event our Yen denominated accounts payable or expenses increase, our operating results may be affected by fluctuations in the Yen exchange rate. If the U.S. Dollar uniformly increased or decreased in strength by 10 percent relative to the Yen, our net income would have correspondingly increased or decreased by an immaterial amount for the three and six months ended June 30, 2021 and 2020.
Interest Rate Risk
When able, we invest excess cash in bank money-market funds, corporate debt securities or discrete short-term investments. The fair value of our cash equivalents and short-term investments is sensitive to changes in the general level of interest rates in the U.S., and the fair value of these investments will decline if market interest rates increase. As of June 30, 2021, we had $0.9 million in corporate bonds, all of which are maturing in less than 1 year. These corporate bonds have fixed interest rates and semi-annual interest payment dates. If market interest rates were to change by 100 basis points from levels at June 30, 2021, we expect the corresponding change in fair value of our investments would be immaterial. This is based on sensitivity analyses performed on our financial position as of June 30, 2021. Actual results may differ as our analysis of the effects of changes in interest rates does not account for, among other things, sales of securities prior to maturity and repurchase of replacement securities, the change in mix or quality of the investments in the portfolio, and changes in the relationship between short-term and long-term interest rates.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are designed to ensure that: (1) information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms; and (2) such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
Our management, including our Chief Executive Officer and Chief Financial and Operating Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2021. Our Chief Executive Officer and Chief Financial and Operating Officer have concluded that our disclosure controls and procedures as of June 30, 2021 were effective.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We may from time to time become party to various legal proceedings or claims that arise in the ordinary course of business. Our management reviews these matters if and when they arise and believes that the resolution of any such matters currently known will not have a material effect on our results of operations or financial position.
Item 1A. Risk Factors
We operate in a rapidly changing environment that involves a number of risks that could materially affect our business, financial condition or future results, some of which are beyond our control. The occurrence of any of these risks could harm our business, financial condition, results of operations and/or growth prospects or cause our actual results to differ materially from those contained in forward-looking statements we have made in this report and those we may make from time to time. In evaluating the Company and its business, you should carefully consider the information included in this Quarterly Report on Form 10-Q and the factors discussed under Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as well as in other documents we file with the SEC. Except as described below, there have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds
None.
Item 3. Default Upon Senior Securities
Not Applicable.
Item 4. Mine Safety Disclosures.
Item 5. Other Information
Item 6. Exhibits
ExhibitNumber
Description of Document
Certification of Chief Executive Officer pursuant to Exchange Act Rule, 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer pursuant to Exchange Act Rule, 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 I.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**
XBRL Instance Document
101.SCH**
XBRL Taxonomy Extension Schema Document
101.CAL**
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**
XBRL Taxonomy Extension Label Linkbase Document
101.PRE**
XBRL Taxonomy Extension Presentation Linkbase Document
104**
Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included as part of this Exhibit 101 inline XBRL Document set
*
This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
**
In accordance with Rule 402 of Regulation S-T, this interactive data file is deemed not filed or part of this Quarterly Report on Form 10-Q for purposes of Sections 11 or 12 of the Securities Act or Section 18 of the Exchange Act and otherwise is not subject to liability under these sections.
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, thereunto duly authorized.
Dated: August 6, 2021
/s/ Roger Susi
By:
Roger Susi
Its:
Chief Executive Officer and President (Principal Executive Officer and Authorized Officer)
/s/ Chris Scott
Chris Scott
Chief Financial and Operating Officer and Secretary (Principal Financial and Accounting Officer)