Restatement | RESTATEMENT Throughout 2019, the Company made efforts to remediate its material weaknesses in internal control as of December 31, 2018, including investing in new personnel that have expertise in a broad array of accounting topics. As a result of these investments and remediation efforts, the Company reevaluated the accounting for a broad array of items and discovered numerous immaterial errors. On March 12, 2020, our Management and the Audit Committee of the Board of Directors, following discussion with our predecessor independent registered public accounting firm, concluded that the Company's previously filed financial statements as of and for three months ended March 31, 2019, were no longer able to be relied upon as the result of the aggregation of errors identified by Management and the Company’s new accounting personnel during 2019 related to the following: As identified during preparation of the fiscal year 2019 Form 10-K: • The Company reevaluated its subsidiary consolidation process and discovered an inaccuracy in its accounting for the elimination of markup on intercompany sales. This resulted in the Company incorrectly including the markup in US inventory purchased from Apyx Bulgaria and resulted in an overstatement of cost of sales and a corresponding understatement of other costs and expenses when the inventory was sold, which did not have any impact on net income (loss) or financial position. ◦ For the three months ended March 31, 2019, the total impact included increases to both gross profit and to operating expenses of approximately $113,000 . • During the first quarter of 2020, while reconciling the 2019 income tax provision back to the corresponding records, we determined that when employees exercised non-qualified stock options, we did not collect and remit the employee’s income and payroll taxes on the exercises and did not accrue and remit the employer portion of payroll taxes. Due to statutory requirements, we have joint and several liability on the amounts that we did not withhold from employees and remit to the proper taxing authorities. While further investigating the issue, we determined that during 2018 we did not report the correct amount of income to employees on their form W-2 for both non-qualified and incentive stock option exercises and misclassified some non-qualified stock option exercises as incentive stock option exercises. ◦ For the three months ended March 31, 2019, the total aggregated impact included an increase to operating expenses of $16,000 , an increase of approximately $301,000 to other losses and an increase to net loss of approximately $317,000 . • Other minor items primarily related to the appropriate cutoff of transactions at the balance sheet date and the duplicate recording of a State income tax payment. ◦ For the three months ended March 31, 2019, the total aggregated impact included a decrease to operating loss of $90,000 and an increase to net loss of $40,000 . As previously disclosed and adjusted in Form 10-Q for the three and nine months ended September 2019 filed on November 11, 2019: • The Company reevaluated its accounting for stock-based compensation expense and during the three months ended September 30, 2019, the Company discovered errors in its accounting for certain items included in stock-based compensation expense. These errors related to its accounting for forfeitures, the vesting periods over which the expense was recognized, modifications, fair value measurements, and other minor miscellaneous items, all of which relate to the prior year. Additionally, the Company identified an issue relating to grants in the first quarter of 2019, whereby compensation was not recognized over the correct vesting period. ◦ For the three months ended March 31, 2019, the total impact included increases to operating expenses, operating loss and net loss of approximately $453,000 each. • During the three months ended September 30, 2019, the Company reevaluated its accounting for pre-development activities on certain OEM contracts. In performing the review, the Company determined that the it has not completed its performance obligations on its pre-development activities in these contracts. Accordingly, the Company determined that it had prematurely recognized revenues during the first quarter relating to these activities and did not defer the accompanying costs. ◦ For the three months ended March 31, 2019, the total impact included decreases to sales of approximately $194,000 , decreases to operating expenses of approximately $77,000 and increases to both operating loss and net loss of approximately $117,000 . A reconciliation of the originally reported amounts to the restated amounts for the adjustments noted above for each of the affected periods is presented below. Consolidated Balance Sheet as of March 31, 2019: (In thousands) As Originally Reported Adjustments As Restated ASSETS Current assets: Cash and cash equivalents $ 32,415 $ — $ 32,415 Short term investments 40,885 — 40,885 Trade accounts receivable, net 4,931 38 4,969 Inventories, net 5,598 — 5,598 Prepaid expenses and other current assets 1,411 38 1,449 Total current assets 85,240 76 85,316 Property and equipment, net 6,031 — 6,031 Intangibles 190 — 190 Deposits 80 — 80 Other assets 162 77 239 Total assets $ 91,703 $ 153 $ 91,856 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 1,504 $ — $ 1,504 Accrued expenses and other liabilities 5,460 127 5,587 Joint and several payroll tax liability — 1,014 1,014 Accrued severance and related 511 — 511 Total current liabilities 7,475 1,141 8,616 Related party note payable 140 — 140 Long-term portion of operating lease liabilities 75 — 75 Other long-term liabilities — 194 194 Total liabilities 7,690 1,335 9,025 STOCKHOLDERS' EQUITY Common stock, $0.001 par value; 75,000,000 shares authorized; 34,033,255 issued and 33,891,255 outstanding 34 — 34 Additional paid-in capital 53,147 1,035 54,182 Retained earnings 30,832 (2,217 ) 28,615 Total stockholders’ equity 84,013 (1,182 ) 82,831 Total liabilities and stockholders’ equity $ 91,703 $ 153 $ 91,856 Consolidated Statement of Operations for the three months ended March 31, 2019: (In thousands) As Originally Reported Adjustments As Restated Sales $ 5,823 $ (194 ) $ 5,629 Cost of sales 2,103 (37 ) 2,066 Gross profit 3,720 (157 ) 3,563 Other costs and expenses: Research and development 810 (80 ) 730 Professional services 1,791 327 2,118 Salaries and related costs 3,221 267 3,488 Selling, general and administrative 3,101 (144 ) 2,957 Total other costs and expenses 8,923 370 9,293 Loss from operations (5,203 ) (527 ) (5,730 ) Interest income 423 — 423 Other losses (25 ) (270 ) (295 ) Total other losses, net 398 (270 ) 128 Loss from continuing operations before income taxes (4,805 ) (797 ) (5,602 ) Income tax (benefit) expense (124 ) 130 6 Net loss $ (4,681 ) $ (927 ) $ (5,608 ) Loss per share Basic and Diluted $ (0.14 ) $ (0.03 ) $ (0.17 ) Weighted average number of shares outstanding basic and diluted 33,343 33,343 33,343 |