Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 09, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 0-12183 | |
Entity Registrant Name | APYX MEDICAL CORPORATION | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 11-2644611 | |
Entity Address, Address Line One | 5115 Ulmerton Road, | |
Entity Address, City or Town | Clearwater | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33760 | |
City Area Code | 727 | |
Local Phone Number | 384-2323 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | APYX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 34,643,855 | |
Entity Central Index Key | 0000719135 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 18,479 | $ 10,192 |
Trade accounts receivable, net of allowance of $555 and $668 | 12,072 | 10,602 |
Income tax receivables | 7,752 | 7,545 |
Other receivables | 315 | 99 |
Inventories, net of provision for obsolescence of $579 and $457 | 11,167 | 11,797 |
Prepaid expenses and other current assets | 3,100 | 2,737 |
Total current assets | 52,885 | 42,972 |
Property and equipment, net | 2,118 | 6,761 |
Operating lease right-of-use assets | 5,421 | 710 |
Finance lease right-of-use assets | 97 | 115 |
Other assets | 1,908 | 1,217 |
Total assets | 62,429 | 51,775 |
Current liabilities: | ||
Accounts payable | 2,658 | 2,669 |
Accrued expenses and other current liabilities | 7,114 | 8,928 |
Current portion of operating lease liabilities | 337 | 216 |
Current portion of finance lease liabilities | 28 | 37 |
Term loan, net | 8,892 | 0 |
Total current liabilities | 19,029 | 11,850 |
Long-term operating lease liabilities | 5,093 | 470 |
Long-term finance lease liabilities | 63 | 73 |
Long-term contract liabilities | 1,326 | 1,408 |
Other liabilities | 185 | 181 |
Total liabilities | 25,696 | 13,982 |
EQUITY | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 0 issued and outstanding as of June 30, 2023 and December 31, 2022 | 0 | 0 |
Common stock, $0.001 par value; 75,000,000 shares authorized; 34,628,517 issued and outstanding as of June 30, 2023, and 34,597,822 issued and outstanding as of December 31, 2022 | 35 | 35 |
Additional paid-in capital | 76,773 | 73,282 |
Accumulated deficit | (40,212) | (35,735) |
Total stockholders’ equity | 36,596 | 37,582 |
Non-controlling interest | 137 | 211 |
Total equity | 36,733 | 37,793 |
Total liabilities and equity | $ 62,429 | $ 51,775 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 555 | $ 668 |
Inventories, provision for obsolescence | $ 579 | $ 457 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 75,000,000 | 75,000,000 |
Common stock, shares issued (in shares) | 34,628,517 | 34,597,822 |
Common stock, shares outstanding (in shares) | 34,628,517 | 34,597,822 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Sales | $ 13,569 | $ 10,292 | $ 25,711 | $ 22,785 |
Cost of sales | 4,290 | 3,378 | 8,859 | 7,652 |
Gross profit | 9,279 | 6,914 | 16,852 | 15,133 |
Other costs and expenses: | ||||
Research and development | 1,199 | 1,070 | 2,320 | 2,228 |
Professional services | 1,594 | 2,389 | 3,334 | 4,675 |
Salaries and related costs | 5,035 | 4,892 | 10,103 | 10,073 |
Selling, general and administrative | 5,378 | 4,539 | 10,633 | 10,004 |
Total other costs and expenses | 13,206 | 12,890 | 26,390 | 26,980 |
Gain on sale-leaseback | 2,692 | 0 | 2,692 | 0 |
Loss from operations | (1,235) | (5,976) | (6,846) | (11,847) |
Interest income | 179 | 18 | 230 | 20 |
Interest expense | (543) | (3) | (777) | (11) |
Other income, net | 646 | 607 | 641 | 586 |
Total other income, net | 282 | 622 | 94 | 595 |
Loss before income taxes | (953) | (5,354) | (6,752) | (11,252) |
Income tax expense (benefit) | 66 | 96 | (2,201) | 166 |
Net loss | (1,019) | (5,450) | (4,551) | (11,418) |
Net loss attributable to non-controlling interest | (25) | (24) | (74) | (47) |
Net loss attributable to stockholders | $ (994) | $ (5,426) | $ (4,477) | $ (11,371) |
Loss per share: | ||||
Basic (in dollars per share) | $ (0.03) | $ (0.16) | $ (0.13) | $ (0.33) |
Diluted (in dollars per share) | $ (0.03) | $ (0.16) | $ (0.13) | $ (0.33) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Non-controlling Interest |
Beginning balance (in shares) at Dec. 31, 2021 | 34,410 | ||||
Beginning balance at Dec. 31, 2021 | $ 54,009 | $ 34 | $ 66,221 | $ (12,551) | $ 305 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Shares issued on stock options exercises for cash (in shares) | 44 | ||||
Shares issued on stock options exercises for cash | 208 | 208 | |||
Stock based compensation | 3,364 | 3,364 | |||
Shares issued on net settlement of stock options (in shares) | 39 | ||||
Net loss | (11,418) | (11,371) | (47) | ||
Ending balance (in shares) at Jun. 30, 2022 | 34,493 | ||||
Ending balance at Jun. 30, 2022 | 46,163 | $ 34 | 69,793 | (23,922) | 258 |
Beginning balance (in shares) at Mar. 31, 2022 | 34,453 | ||||
Beginning balance at Mar. 31, 2022 | 49,843 | $ 34 | 68,023 | (18,496) | 282 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Shares issued on stock options exercises for cash (in shares) | 20 | ||||
Shares issued on stock options exercises for cash | 56 | 56 | |||
Stock based compensation | 1,714 | 1,714 | |||
Shares issued on net settlement of stock options (in shares) | 20 | ||||
Net loss | (5,450) | (5,426) | (24) | ||
Ending balance (in shares) at Jun. 30, 2022 | 34,493 | ||||
Ending balance at Jun. 30, 2022 | 46,163 | $ 34 | 69,793 | (23,922) | 258 |
Beginning balance (in shares) at Dec. 31, 2022 | 34,598 | ||||
Beginning balance at Dec. 31, 2022 | 37,793 | $ 35 | 73,282 | (35,735) | 211 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Shares issued on stock options exercises for cash (in shares) | 25 | ||||
Shares issued on stock options exercises for cash | 56 | 56 | |||
Stock based compensation | 2,849 | 2,849 | |||
Shares issued on net settlement of stock options (in shares) | 6 | ||||
Proceeds received from issuance of warrants | 586 | 586 | |||
Net loss | (4,551) | (4,477) | (74) | ||
Ending balance (in shares) at Jun. 30, 2023 | 34,629 | ||||
Ending balance at Jun. 30, 2023 | 36,733 | $ 35 | 76,773 | (40,212) | 137 |
Beginning balance (in shares) at Mar. 31, 2023 | 34,598 | ||||
Beginning balance at Mar. 31, 2023 | 36,214 | $ 35 | 75,235 | (39,218) | 162 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Shares issued on stock options exercises for cash (in shares) | 25 | ||||
Shares issued on stock options exercises for cash | 56 | 56 | |||
Stock based compensation | 1,482 | 1,482 | |||
Shares issued on net settlement of stock options (in shares) | 6 | ||||
Net loss | (1,019) | (994) | (25) | ||
Ending balance (in shares) at Jun. 30, 2023 | 34,629 | ||||
Ending balance at Jun. 30, 2023 | $ 36,733 | $ 35 | $ 76,773 | $ (40,212) | $ 137 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jan. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Cash flows from operating activities | ||||||
Net loss | $ (1,019) | $ (5,450) | $ (4,551) | $ (11,418) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Depreciation and amortization | 354 | 472 | ||||
Provision for inventory obsolescence | 178 | 139 | ||||
(Gain) loss on disposal of property and equipment | (2,692) | 47 | ||||
Stock based compensation | 2,849 | 3,364 | ||||
Provision for allowance for doubtful accounts | 55 | 284 | ||||
Non-cash interest expense | 209 | 0 | ||||
Non-cash lease expense | 22 | 0 | ||||
Changes in operating assets and liabilities: | ||||||
Trade receivables | (1,441) | 2,236 | ||||
Prepaid expenses and other assets | (57) | (549) | ||||
Income tax receivables | $ (200) | (207) | 0 | |||
Inventories | 534 | (3,187) | ||||
Accounts payable | (26) | 33 | ||||
Accrued and other liabilities | (1,960) | (1,811) | ||||
Net cash used in operating activities | (6,733) | (10,390) | $ (20,300) | |||
Cash flows from investing activities | ||||||
Purchases of property and equipment | (266) | (680) | ||||
Proceeds from sale of property and equipment | 7,267 | 0 | ||||
Net cash provided by (used in) investing activities | 7,001 | (680) | ||||
Cash flows from financing activities | ||||||
Proceeds from stock option exercises | 56 | 208 | ||||
Proceeds from term loan | 9,289 | 0 | ||||
Payment of debt issuance costs | (1,754) | 0 | ||||
Proceeds from issuance of warrants | 586 | 0 | ||||
Repayment of finance lease liabilities | (19) | (108) | ||||
Net cash provided by financing activities | 8,158 | 100 | ||||
Effect of exchange rates on cash | (139) | 163 | ||||
Net change in cash and cash equivalents | 8,287 | (10,807) | ||||
Cash and cash equivalents, beginning of period | $ 10,192 | 10,192 | 30,870 | 30,870 | ||
Cash and cash equivalents, end of period | $ 18,479 | $ 20,063 | 18,479 | 20,063 | $ 10,192 | |
Cash paid for: | ||||||
Interest | 431 | 11 | ||||
Income taxes | 227 | 8 | ||||
Non cash activities: | ||||||
Right-of-use assets capitalized and operating lease liabilities recognized upon execution of lease | 4,917 | 0 | ||||
Right-of-use assets capitalized and operating lease liabilities recognized upon lease modification | 0 | 600 | ||||
Right-of-use assets capitalized and finance lease liabilities recognized upon execution of lease | $ 0 | $ 103 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION Apyx Medical Corporation (“Company”, “Apyx”, “it” and similar terms) was incorporated in 1982, under the laws of the State of Delaware and has its principal executive office at 5115 Ulmerton Road, Clearwater, FL 33760. The Company is an advanced energy technology company with a passion for elevating people’s lives through innovative products, including its Helium Plasma Technology products marketed and sold as Renuvion® in the cosmetic surgery market and J-Plasma® in the hospital surgical market. Renuvion® and J-Plasma® offer surgeons a unique ability to provide controlled heat to tissue to achieve their desired results. The Company also leverages its deep expertise and decades of experience in unique waveforms through OEM agreements with other medical device manufacturers. As part of its plan to accelerate and fully fund the development of its advanced energy business, with a focus in the cosmetic surgery market, the Company sold its Core business in 2018 for gross proceeds of $97 million. These proceeds were used to launch broad marketing and sales initiatives which resulted in rapid sales growth through December 31, 2021 and into the first quarter of 2022. This planned growth in the business was accompanied by scaled operations, including procurement of components, expanded manufacturing capacity to turn those materials into saleable inventory, additional discretionary expenditures, including increased global participation at trade shows, additional employee trainings, user meetings, increased travel and entertainment expenses, more expansive research and development projects, and additional headcount to support those activities. Additionally, the Company had, and still has, some significant non-recurring discretionary expenditures associated with completing its multi-year marketing initiatives related to its dermal resurfacing and skin laxity clearances. On March 14, 2022, the U.S. Food and Drug Administration (“FDA”) posted a Medical Device Safety Communication (“Safety Communication”). The FDA warned against the use of Renuvion/J-Plasma for procedures intended to improve the appearance of the skin through dermal resurfacing (a procedure on the skin to treat wrinkles) or skin contraction (a procedure under the skin that can be performed either alone or in combination with liposuction to achieve skin effects, such as “tightening”). At that time, the Renuvion/J-Plasma device system was FDA cleared for general use of cutting, coagulation, and ablation of soft tissue during open and laparoscopic surgical procedures. The use of the device had not been determined to be safe or effective for any aesthetic skin procedures (procedures intended to improve the appearance of the skin). Following the Safety Communication, the Company experienced slowed demand for the adoption of its Helium Plasma Technology. On May 26, 2022, the Company announced that it received 510(k) clearance from the FDA for the use of the Renuvion® Dermal Handpiece for certain dermal resurfacing procedures, specifically, for the treatment of moderate to severe wrinkles and rhytides, limited to patients with Fitzpatrick Skin Types I, II or III. On June 2, 2022, the FDA updated the Safety Communication to inform consumers and healthcare providers about the new 510(k) clearance for the Renuvion® device system for certain dermal resurfacing procedures. On July 18, 2022, the Company announced that it received 510(k) clearance from the FDA for the use of the Renuvion® APR Handpiece for use in subcutaneous dermatological and aesthetic procedures to improve the appearance of lax (loose) skin in the neck and submental (under the chin) region. On July 21, 2022, the FDA updated the Safety Communication to inform consumers and healthcare providers about the clearance for the Renuvion® APR handpieces for use under the skin in certain procedures intended to improve the appearance of loose skin. On February 27, 2023, the Company announced that it received 510(k) clearance from the FDA for the use of the Renuvion® APR Handpiece for the delivery of radiofrequency energy and/or helium plasma where coagulation/contraction of soft tissue is needed. Soft tissue includes subcutaneous tissue. On April 28, 2023, the Company announced that it received 510(k) clearance from the FDA for the use of the Renuvion® APR Handpiece for coagulation of subcutaneous soft tissues following liposuction for aesthetic body contouring. On May 10, 2023, the FDA updated the Safety Communication to inform consumers and healthcare providers about the clearance for the Renuvion® APR handpiece for use under the skin in certain procedures intended to improve the appearance of the skin, including for coagulation of subcutaneous soft tissues following liposuction for aesthetic body contouring. Management believes that the May 10, 2023 FDA update to the Safety Communication addresses the issues set forth in the original Safety Communication from March 14, 2022. While no assurances can be provided, management believes that receiving these additional clearances and the corresponding updates to the Safety Communication since March 14, 2022 should assist in mitigating the financial effects of the Safety Communication in future periods. The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Pursuant to the requirements of the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern , management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these unaudited condensed consolidated financial statements are issued. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the unaudited condensed consolidated financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. While sales were continuing to grow into the first quarter of 2022 prior to the FDA Safety Communication, over the last few years, exclusive of the Company’s sale of the Core business segment to Symmetry Surgical during 2018, the Company has incurred recurring net losses and cash outflows from operations and the Company anticipates that losses will continue in the near term. During the year ended December 31, 2022, the Company incurred an operating loss of $23.6 million and used $20.3 million of cash in operations. During the six months ended June 30, 2023, the Company incurred an operating loss of $6.8 million and used $6.7 million of cash in operations. As of June 30, 2023, the Company had cash and cash equivalents of $18.5 million, of which the Company must maintain $10.0 million under its Credit Agreement. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least one year from the date of issuance of these unaudited condensed consolidated financial statements. In an effort to alleviate these conditions, the Company pursued various funding solutions in order to improve liquidity. On November 22, 2022, the Company filed a shelf registration statement providing it the ability to register securities in the aggregate amount up to $100 million. The shelf registration included an embedded ATM facility for up to $40 million. To date, the Company has not utilized this facility. On February 17, 2023, the Company entered into a Credit, Security and Guaranty Agreement (the “Credit Agreement”) with MidCap Funding IV Trust (as agent), and MidCap Financial Trust (as term loan servicer), and the lenders party thereto from time to time. The Credit Agreement provides for an up to $35 million facility, consisting of senior secured term loans and a secured revolving facility. The Credit Agreement provides for senior secured term loans of up to $25 million, comprised of (i) an initial tranche of $10 million, (ii) a second tranche of $5 million, and (iii) a third tranche of $10 million. The secured revolving facility provides for loans in an aggregate principal amount of up to $10 million, subject to a borrowing base equal to certain percentages of the Company’s eligible accounts receivable and inventory, as determined in accordance with the terms of the Credit Agreement. For a more in depth description of the terms of the Credit Agreement, see Note 7. On February 27, 2023, the Company’s Board of Directors approved a plan to sell and leaseback the Company’s real property located in Clearwater, FL. On March 14, 2023, the Company entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with VK Acquisitions VI, LLC (the “Purchaser”), for the sale of the Company’s facility located at 5115 Ulmerton Road, Clearwater, Florida, as more fully described in the Purchase Agreement (collectively, the “Property”) for a purchase price of $7,650,000. On May 8, 2023, the Company closed on the Purchase Agreement and concurrently executed a 10-year agreement to leaseback the underlying Property from the Purchaser. For a more in depth description of the terms of the Purchase Agreement, see Notes 4 and 5. During January 2023, the Company was notified that the IRS examination process of our 2018, 2019 and 2020 tax returns was complete and that the Company’s tax refunds were approved for approximately $0.2 million more than the amount recorded in the Company’s Consolidated Balance Sheet at December 31, 2022. On August 10, 2023, the Company received $8.1 million from the IRS, which included approximately $0.4 million of interest on the $7.7 million income tax refunds. The Company also re-assessed its operating expenditures and cost structure and made adjustments in light of expected levels of revenue. This included reducing some operating expenditures, including a reduction-in-force on January 9, 2023, that reduced the Company’s U.S. headcount by 14%. Management believes that the actions already taken, and additional actions that it can take to manage operating expenditures, will enable the Company to meet its obligations and its debt covenants for a period of at least one year from the date of issuance of these unaudited condensed consolidated financial statements. As a result, management believes its plans alleviate substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments relating to the carrying amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326). The update changes the impairment model for most financial assets and certain other instruments, including trade and other receivables, contract assets, held-to-maturity debt securities and loans, and requires entities to use a new forward-looking expected loss model that will result in the earlier recognition of allowance for losses. This update, as originally issued, was effective for annual and interim periods beginning after December 15, 2019, with early adoption permitted. In November 2019, the FASB issued ASU 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) Effective Dates , which deferred the effective dates of these standards for Smaller Reporting Companies until fiscal years beginning after December 15, 2022. The Company adopted the new standard on January 1, 2023 and its impact was not material to the Company. No other new accounting pronouncement issued or effective during the fiscal year had or is expected to have a material impact on our consolidated financial statements or disclosures. |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories are stated at the lower of cost or net realizable value. Cost is determined on a first in, first out basis. Finished goods and work-in-process inventories include material, labor and overhead costs. Factory overhead costs are primarily allocated to inventory manufactured in-house based upon direct labor hours. Inventories consisted of the following: (In thousands) June 30, December 31, Raw materials $ 4,663 $ 4,979 Work in process 2,559 2,160 Finished goods 4,524 5,115 Gross inventories 11,746 12,254 Less: provision for obsolescence (579) (457) Inventories, net $ 11,167 $ 11,797 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT (In thousands) June 30, 2023 December 31, Land $ — $ 1,600 Building and improvements — 4,426 Machinery and equipment 2,555 2,613 Furniture and fixtures 222 211 Computer equipment and software 1,230 1,420 Leasehold improvements 178 178 Molds 919 847 Total property, plant and equipment 5,104 11,295 Less: accumulated depreciation and amortization (3,530) (5,041) Property and equipment in service 1,574 6,254 Construction in progress 544 507 Property and equipment, net $ 2,118 $ 6,761 In an effort to improve liquidity and the balance sheet condition of the Company, management explored options to leverage the Company’s unencumbered real property. On February 27, 2023, the Company’s Board of Directors approved a plan to sell and leaseback the Company's real property located in Clearwater, FL. On March 14, 2023, the Company entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with VK Acquisitions VI, LLC (the “Purchaser”), for the sale of the Company’s facility located at 5115 Ulmerton Road, Clearwater, Florida, as more fully described in the Purchase Agreement (collectively, the “Property”) for a purchase price of $7,650,000. On May 8, 2023, the Company closed on the Purchase Agreement and concurrently executed a 10-year agreement to leaseback the underlying Property from the Purchaser (see Note 5). The Company received net cash proceeds of approximately $6,600,000, after withholding the security deposit of approximately $0.6 million, equal to one year's rent, taxes, first months rent, expenses, and fees. The $2,700,000 gain on this transaction is presented in gain on sale-leaseback in the accompanying Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2023. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
LEASES | LEASES Operating Leases The Company leases its facility in Sofia, Bulgaria and computers under non-cancelable operating lease agreements. These operating leases have terms expiring through December 2027. In connection with the terms of the Purchase Agreement (see Note 4), during May 2023, the Company entered into a Single Tenant Industrial Building Lease (the “Lease”), pursuant to which the Property was leased back to the Company. The Lease has an initial term of ten (10) years commencing from the closing (the “Initial Term”), and a renewal term of five (5) years, exercisable at the Company’s option. The annual fixed rent is $619,500 for the first year of the Initial Term, and is subject to a 4% escalation every year thereafter through the Initial Term. Rent will be reset to the current market rate should the Company exercise the renewal option. The Lease provides for a 3% management fee on rent payments throughout the Initial Term and optional renewal term. The Lease is a triple net lease, pursuant to which all costs, expenses, and obligations relating to the Property, including, repair and maintenance charges, utility charges, real estate taxes or other taxes that may be imposed that relate to the Property, shall be paid by the Company. In addition, the Lease contains other customary terms and provisions generally contained within leases of this type. Information about the Company’s weighted average remaining operating lease terms and discount rate assumptions are as follows: June 30, 2023 December 31, 2022 Weighted average remaining lease term (in years) 9.3 4.4 Weighted average discount rate 8.36% 2.54% Maturities of operating lease liabilities as of June 30, 2023 are as follows: (In thousands) 2023 $ 417 2024 777 2025 803 2026 830 2027 858 Thereafter 4,516 Total lease payments 8,201 Less imputed interest (2,771) Present value of lease liabilities 5,430 Less current portion of lease liabilities (337) Long-term portion of lease liabilities $ 5,093 |
CREDIT AGREEMENT
CREDIT AGREEMENT | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
CREDIT AGREEMENT | CREDIT AGREEMENT On February 17, 2023, the Company entered into a Credit, Security and Guaranty Agreement (the “Credit Agreement”), by and among the Company (as borrower) and Apyx China Holding Corp., the Company’s wholly-owned subsidiary (as guarantor), and MidCap Funding IV Trust (as agent), and MidCap Financial Trust (as term loan servicer), and the lenders party thereto from time to time (collectively “MidCap”). The Credit Agreement provides for an up to $35 million facility, consisting of senior secured term loans and a secured revolving facility. The Credit Agreement provides for senior secured term loans of up to $25 million, comprised of (i) an initial tranche of $10 million, (ii) a second tranche of $5 million, and (iii) a third tranche of $10 million. The secured revolving facility provides for loans in an aggregate principal amount of up to $10 million, subject to a borrowing base equal to percentages of eligible accounts receivable and inventory determined in accordance with the Credit Agreement. The Credit Agreement matures on February 1, 2028. Term Loans The initial tranche of $10 million was fully funded on February 17, 2023 less transaction costs. Subject to certain terms and conditions of the Credit Agreement, the second tranche would be available between June 30, 2023 and December 31, 2023 and the third tranche would be available between January 1, 2024 and September 30, 2024, respectively. The Company’s ability to access these additional tranches is conditioned upon, among other things, the achievement of certain minimum revenue targets. Each term loan bears interest at a floating rate reset monthly based on an adjusted one month SOFR plus 0.1%, subject to a floor of 2.5%, plus 7.35% calculated on a 360 day basis (12.6% at June 30, 2023). Interest is payable monthly in arrears on the first day of each month. The first twenty-four (24) months of the term loans constitute an interest-only period (with a possible twelve (12) month extension). Subsequent to the interest-only period, the outstanding principal amount of the term loans is repayable in thirty-six (36) equal monthly payments (or twenty-four (24) with the extension). All remaining outstanding principal, together with all accrued and unpaid interest, is due at maturity on February 1, 2028. The term loans may be voluntarily prepaid in full, or in part, at any time, subject to terms and conditions set forth in the Credit Agreement. Additionally, the term loans are subject to mandatory prepayment fees, pursuant to the terms of the Credit Agreement. Prepayments of the term loans are subject to fees of 3%, 2%, and 1% of the prepayment amounts made during the first year, second year, and thereafter, respectively. At the time of the final payment of the term loans, the Company is also obligated to pay an exit fee of 4% of the total amount funded thereunder. The exit fee is being accreted over the life of the Credit Agreement utilizing the effective interest method. As the Credit Agreement contains a subjective acceleration clause and the Company has experienced recurring losses, outstanding borrowings have been presented as a current liability in the accompanying condensed consolidated balance sheet at June 30, 2023. Revolving Facility The Company may borrow, repay and reborrow under the revolving facility until February 1, 2028, at which time the facility will terminate and all outstanding amounts thereunder, including all accrued and unpaid interest, must be repaid. Borrowings are limited to the lesser of the Company’s borrowing base and the revolving commitment of $10,000,000. In connection with the revolving facility, the Company is required to maintain a lockbox account for the benefit of MidCap. Funds deposited into the lockbox account will be swept daily to MidCap and applied to outstanding borrowings under the revolving agreement 5 days after the receipt of the funds by MidCap. Any balances in excess of the revolving borrowings will be promptly returned to the Company. Loans made under the revolving facility bear interest at a floating rate based on an adjusted one month SOFR plus 0.1%, subject to a floor of 2.5%, plus 4.00% calculated on a 360 day basis (9.3% at June 30, 2023). The Company is obligated to pay a fee equal to 0.5% per annum on the outstanding balance of the revolving loans and the average unused portion of the available revolving commitments, respectively. Additionally, if the revolving facility is terminated or reduced before maturity, the Company is subject to a deferred origination fee. Terminations and reductions of the commitments are subject to fees of 3%, 2%, and 1% of the terminated or reduced commitments during the first year, second year, and thereafter, respectively. The Company is also required to maintain a minimum balance of 30% of the lesser of the borrowing base or $10 million under the revolving facility. If the average outstanding balance for a month is less than the minimum balance, the Company will pay a minimum balance fee for the difference between the minimum balance and the average outstanding balance for the month at the highest rate for the revolving loans during the month. For such loans, interest and fees are payable monthly on the first day of each month. As of June 30, 2023, the Company has drawn no amounts on the revolving facility. As of June 30, 2023, the Company had approximately $8,000,000 available to be drawn on the revolving facility. As the Credit Agreement contains a subjective acceleration clause and the Company is required to maintain a lockbox, any amounts drawn on the revolving facility will be presented as a current liability in the consolidated financial statements. Collateral The obligations of the Company under the Credit Agreement are secured by first priority liens on substantially all of its assets. Covenants The Credit Agreement contains customary affirmative and negative covenants, including covenants limiting the ability of the Company and its subsidiaries, among other things, to incur debt, grant liens, make distributions, enter certain restrictive agreements, pay or modify subordinated debt, dispose of assets, make investments and acquisitions, enter into certain transactions with affiliates, and undergo certain fundamental changes, in each case, subject to limitations and exceptions. The Credit Agreement also requires the Company to satisfy certain financial covenants, including minimum trailing twelve (12) month net revenue targets relating to its Advanced Energy segment (tested quarterly), with year-end targets of $49 million, $60 million and $70 million for 2023, 2024, and 2025, respectively. Additionally, the Company must maintain a balance of $10 million in cash and cash equivalents during the duration of the Credit Agreement’s term. As of June 30, 2023, the Company was in compliance with the financial covenants contained within the Credit Agreement. Events of Default The Credit Agreement also contains customary Events of Default that include, among other things, certain payment defaults, cross defaults to certain other contracts and indebtedness, covenant defaults, inaccuracy of representations and warranties, bankruptcy and insolvency defaults, judgment defaults, change of control defaults, defaults related to the failure to remain registered with the Securities and Exchange Commission and listed for trading on the Nasdaq Stock Market, and any material adverse change. Upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, the respective administrative agent, if requested by the respective lenders, may, among other things, (i) suspend or terminate commitments, as well as obligations of the relevant administrative agent and lenders, (ii) declare all outstanding obligations under the agreement (including principal and accrued and unpaid interest) immediately due and payable, and (iii) exercise the other rights and remedies provided for under the agreement. The Credit Agreement provides that, under certain circumstances, a default interest rate will apply on all obligations under such agreement during the existence of an Event of Default, at a per annum rate equal to 2% in excess of the applicable interest rate. The Company bifurcated a derivative liability related to the potential acceleration triggered upon an event of default (contingent put option) and the supplemental interest upon an event of default features of the Credit Agreement. The bifurcated derivative is de minimis to the Company's unaudited condensed consolidated financial statements. Issuance of Warrants In connection with the Company’s obligations under the Credit Agreement, the Company issued to a statutory trust of MidCap Financial warrants to purchase up to 250,000 shares of its common stock, par value $0.001, with an exercise price of $3.40 per share. The warrants have a 10 year term and can be exercised by issuing payment to the Company for the number of warrants exercised or exercised net by surrendering warrants with an intrinsic value equal to the cumulative exercise price of the warrants being exercised. The Company determined that these warrants meet the criteria for equity classification and included the proceeds allocated to the warrants, on a relative fair value basis, as a debt discount and additional paid-in capital in the accompanying condensed consolidated financial statements. Debt Issuance Costs In connection with entering into the Credit Agreement, the Company incurred debt issuance costs of approximately $1.8 million, comprised primarily of commissions paid to the financial advisor. These costs were allocated to the issued and unissued term loans and the revolving facility. The costs allocated to the issued term loan will be amortized using the effective interest method over the life of the loan. The costs allocated to the unissued term loans have been deferred and will be amortized over the life of the term loans starting at the issuance date. If these loans are not issued, the Company will recognize the deferred costs at the point that the Company's rights to borrow on the term loans expires. The costs allocated to the revolving facility will be recognized on a straight-line basis over the term of the Credit Agreement. The costs allocated to the issued term loan have been presented as a reduction of the term loan in the accompanying unaudited condensed consolidated balance sheet. The costs allocated to the unissued term loans and the revolving facility have been presented in prepaid expenses and other current assets in the accompanying unaudited condensed consolidated balance sheet. Included in interest expense for the three and six months ended June 30, 2023 are $35,000 and $51,000, respectively, of amortization of the debt issuance costs and $80,000 and $117,000, respectively, of amortization of the debt discounts including accretion of the exit fee on the term loan. Included in interest expense for the three and six months ended June 30, 2023 are $25,000 and $37,000, respectively, of amortization of the debt issuance costs and $3,000 and $4,000, respectively, of amortization of the debt discount on the revolving facility. The Company’s term loan, net consists of the following at June 30, 2023: (In thousands) June 30, 2023 Term loan $ 10,000 Unamortized debt issuance costs (450) Unamortized debt discount, including accretion of exit fee (658) Term loan, net $ 8,892 As of June 30, 2023, principal repayments on the term loan are as follows: (In thousands) 2023 $ — 2024 — 2025 2,778 2026 3,333 2027 3,333 Thereafter 556 Total repayments $ 10,000 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following: (in thousands) June 30, December 31, Accrued payroll $ 636 $ 563 Accrued bonuses 1,029 — Accrued commissions 1,227 847 Accrued product warranties 387 391 Accrued product liability claim insurance deductibles 1,808 1,825 Accrued professional fees and legal related contingent liabilities 639 901 Joint and several payroll liability — 345 Short-term contract liabilities 442 853 Uncertain tax positions — 2,079 Sales tax payable 241 245 Other accrued expenses and current liabilities 705 879 Total accrued expenses and other current liabilities $ 7,114 $ 8,928 During April 2023, the Company was relieved of the remainder of its joint and several payroll liability due to the lapse of the statute of limitations. This adjustment is included in other income, net for the three and six months ended June 30, 2023. |
CHINA JOINT VENTURE
CHINA JOINT VENTURE | 6 Months Ended |
Jun. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
CHINA JOINT VENTURE | CHINA JOINT VENTURE In 2019, the Company executed a joint venture agreement with its Chinese supplier (the “China JV”) whereby the Company has a 51% interest. The China JV has been consolidated in these condensed consolidated financial statements. The agreement required the Company to make capital contributions into the newly formed entity of approximately $357,000, of which approximately $203,000 and $154,000, respectively, were contributed during the years ended December 31, 2021 and 2020. In June 2023, the Company executed an amendment to the joint venture agreement to increase the amount of it’s registered capital. The amendment requires the Company to make additional capital contributions to the China JV of $255,000, which have not been made as of June 30, 2023. As of the date of these condensed consolidated financial statements, the joint venture has not commenced principal operations. Changes in the Company ’ s ownership investment in the China JV were as follows: Three Months Ended June 30, Six Months Ended (In thousands) 2023 2022 2023 2022 Beginning interest in China JV $ 168 $ 294 $ 219 $ 317 Net loss attributable to Apyx $ (26) $ (25) $ (77) $ (48) Ending interest in China JV $ 142 $ 269 $ 142 $ 269 |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share (“basic EPS”) is computed by dividing the net income or loss by the weighted average number of common shares outstanding for the reporting period. Diluted earnings (loss) per share (“diluted EPS”) gives effect to all dilutive potential shares outstanding. As the Company is in a net loss position for all periods presented, all potential shares outstanding are anti-dilutive. The following table provides the computation of basic and diluted loss per share. Three Months Ended Six Months Ended (in thousands, except per share data) 2023 2022 2023 2022 Numerator: Net loss attributable to stockholders $ (994) $ (5,426) $ (4,477) $ (11,371) Denominator: Weighted average shares outstanding - basic and diluted 34,603 34,464 34,600 34,447 Loss per share: Basic and diluted $ (0.03) $ (0.16) $ (0.13) $ (0.33) Anti-dilutive instruments excluded from diluted loss per common share: Options 7,700 6,679 7,700 6,679 Warrants 250 — 250 — |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Under the Company’s stock option plans, the Board of Directors may grant restricted stock and options to purchase common shares to the Company's employees, officers, directors and consultants. The Company accounts for stock options in accordance with FASB ASC Topic 718, Compensation - Stock Compensation , with stock-based compensation expense recognized over the vesting period based on the fair value on the grant date utilizing the Black-Scholes model, which includes a number of estimates that affect the grant date fair value and the amount of expense to recognize. The Company recognized approximately $1,482,000 and $2,849,000, respectively, in stock-based compensation expense during the three and six months ended June 30, 2023, as compared with $1,714,000 and $3,364,000, respectively, for the three and six months ended June 30, 2022. Stock option activity is summarized as follows: Number of options Weighted average exercise price Outstanding at December 31, 2022 6,520,444 $ 7.12 Granted 1,408,865 2.50 Exercised (35,000) 2.46 Canceled and forfeited (194,225) 8.11 Outstanding at June 30, 2023 7,700,084 $ 6.27 The Company allows stock option holders to exercise stock-based awards by surrendering stock-based awards with an intrinsic value equal to the cumulative exercise price of the stock-based awards being exercised, referred to as net settlements. These surrenders are included in stock options exercised in the options rollforward above. For the three months ended June 30, 2023 and 2022, respectively, we received 4,305 and 14,013 options as payment in the exercise of 5,695 and 19,987 options. For the six months ended June 30, 2023 and 2022, respectively, we received 4,305 and 36,667 options as payment in the exercise of 5,695 and 39,000 options. Common shares required to be issued upon the exercise of stock options would be issued from authorized and unissued shares. The Company calculated the grant date fair value of options granted in 2023 (“2023 Grants”) utilizing a Black-Scholes model. 2023 Grants Strike price $2.50 Risk-free rate 3.6% Expected dividend yield — Expected volatility 85.8% Expected term (in years) 6 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income tax expense was approximately $66,000 and $96,000 with effective tax rates of (6.9)% and (1.8)% for the three months ended June 30, 2023 and 2022, respectively. For the three months ended June 30, 2023 and 2022, the effective rates differ from the statutory rate primarily due to the full valuation allowance recorded on the net operating loss (“NOL”) generated during the period. Income tax (benefit) expense was approximately $(2,201,000) and $166,000 with effective tax rates of 32.6% and (1.5)% for the six months ended June 30, 2023 and 2022, respectively. For the six months ended June 30, 2023, the effective rate differs from the statutory rate primarily due to the reversal of the Company’s liability for uncertain tax positions, including accrued interest and penalties of approximately $2.1 million which were sustained upon the completion in January 2023 of the IRS examination of the Company's 2018 through 2020 income tax returns, partially offset by a valuation allowance on the NOL and net deferred tax assets generated during the period. For the six months ended June 30, 2022, the effective rate differs from the |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation The medical device industry is characterized by frequent claims and litigation, and the Company may become subject to various claims, lawsuits and proceedings in the ordinary course of our business. Such claims may include claims by current or former employees, distributors and competitors, claims concerning the marketing and promotion of our products and product liability claims. The Company is involved in a number of legal actions relating to the use of our Helium Plasma technology. The outcomes of these legal actions are not within the Company’s control and may not be known for prolonged periods of time. It believes that such claims are adequately covered by insurance; however, in the case of one of the Company’s carriers, the Company is in a dispute regarding the total level of coverage available. Notwithstanding the foregoing, in the opinion of management, the Company has meritorious defenses, and such claims are not expected, individually or in the aggregate, to result in a material, adverse effect on its financial condition, results of operations and cash flows. However, in the event that damages exceed the aggregate coverage limits of the Company’s policies or if its insurance carriers disclaim coverage, management believes it is possible that costs associated with these claims could have a material adverse impact on the consolidated financial condition, results of operations and cash flows. During December 2021, the Company provided notice of contract termination to an international distributor of the Company. In March 2022, the Company received a letter from the former distributor citing improper contract termination and alleging damages. During 2022, the Company recorded an estimated loss of $250,000 in professional services in the accompanying Condensed Consolidated Statement of Operations for the six months ended June 30, 2022. The Company has not experienced any movement on the matter since our response to the distributor in the fourth quarter of 2022. Accordingly, we have revised our estimated loss on the matter to $0 as it is no longer probable that a loss has been incurred. The reduction in estimated loss of $250,000 is included in professional services in the accompanying Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2023. As previously disclosed with the U.S. Securities and Exchange Commission on the Company’s Current Report on Form 8-K filed June 7, 2022, on June 6, 2022, a complaint (the “Hattaway Complaint”) was filed in the United States District Court for the Middle District of Florida (the “U.S. District Court”) by plaintiff William E. Hattaway, individually and on behalf of all others similarly situated against the Company, Charles D. Goodwin (“Goodwin”), the Company’s President and Chief Executive Officer and a member of the Company’s Board of Directors, and Tara Semb (“Semb”), the Company’s Chief Financial Officer, Treasurer and Secretary, alleging violations by the Company, Goodwin and Semb of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, primarily related to certain public statements and disclosures concerning the off-label usage of certain of the Company’s Advanced Energy products and the impact such usage would have on the Company’s business, operations and prospects. The Hattaway Complaint sought an unspecified amount of damages. While the matter was in the early stages, management had determined that a loss was probable in the estimated range of $475,000 to $2,500,000. The Company recorded an estimated loss of $475,000 in professional services in the accompanying Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2022. On June 15, 2023, the U.S. District Court issued an Order dismissing the Hattaway Complaint and granting plaintiff until July 3, 2023 to file a second amended complaint, failing which the U.S. District Court would close the case. On June 27, 2023, the Plaintiff formally notified the Court that a Second Amended Complaint will not be filed and on July 17, 2023, the case was marked closed based on the Court’s June 15 dismissal order. This closed the matter for the estimated loss recorded by the Company. During 2022, the Company was notified of certain procedures alleged to have been performed by the same physician and which are currently the subject of two related products liability cases within the courts. Subsequent to year end, the Company was notified by its insurance carriers that all or most of the ten individual plaintiff’s allegations could be subject to separate deductibles notwithstanding the commonality of each underlying occurrence. The Company has determined that a loss is probable and that a range of estimated losses is approximately $1,450,000 to $2,400,000. The Company recorded an estimated loss of $1,450,000 related to the matters during 2022. It is at least possible that a change in the actual amount of loss will occur in the near term, though management expects the actual amount of loss will be within the estimated range of losses. On March 1, 2023, Shiva Stein as plaintiff filed a derivative complaint in the Court of Chancery of the State of Delaware, captioned Stein v. Makrides, et al., C.A. No. 2023-0239-MTZ (the “Stein Suit”) against individual members of the Company’s board of directors and naming the Company as a nominal defendant, primarily concerning the facts at issue in a previously disclosed federal securities class action lawsuit filed in 2019 and settled in 2020, captioned Pritchard v. Apyx Medical Corporation, et al., Case No. 8:19-cv-00919 (M.D. Fla.) (the “Pritchard Case”). The Stein Suit seeked unspecified damages alleged to have resulted from purported breaches of fiduciary duty, unjust enrichment and related claims based on the same set of allegedly misleading statements and material omissions described in the settled Pritchard Case, which concerned the 2018-2019 clinical study conducted by the Company to evaluate the safety and efficacy of its J-Plasma technology for dermal resurfacing. On April 3, 2023, the Company formally moved to dismiss the case as time-barred and on other legal grounds, which triggered the plaintiff’s right to file an amended complaint. On July 12, 2023, plaintiff’s counsel informed the Company’s counsel that plaintiff Stein did not intend to file an amended complaint, and on July 17, 2023 plaintiff’s counsel filed a notice of voluntary dismissal. An order of the Court dismissing the Stein Suit, with prejudice, was entered on July 20, 2023. The Company accrues a liability in its consolidated financial statements for these actions when a loss is known or considered probable and the amount can be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is recorded. If a loss is reasonably possible, but not known or probable, and can be reasonably estimated, the estimated loss or range of loss is disclosed in the notes to the condensed consolidated financial statements. In most cases, significant judgment is required to estimate the amount and timing of a loss to be recorded, actual results may differ from these estimates. Purchase Commitments At June 30, 2023, the Company had purchase commitments totaling approximately $3.3 million, substantially all of which is expected to be purchased within the next twelve months. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Several relatives of Nikolay Shilev, Apyx Bulgaria’s Managing Director, are considered related parties. Teodora Shileva, Mr. Shilev’s spouse, is an employee of the Company working in the accounting department. Svetoslav Shilev, Mr. Shilev’s son, is a quality manager in the quality assurance department. The partner in the Company's China joint venture is also a supplier to the Company. For the three months ended June 30, 2023 and 2022, the Company made purchases from this supplier of approximately $406,000 and $143,000, respectively. For the six months ended June 30, 2023 and 2022, the Company made purchases from this supplier of approximately $451,000 and $370,000, respectively. At June 30, 2023 and December 31, 2022, respectively, the Company had net payables to and receivables from this supplier approximately $155,000 and $8,000, respectively. |
GEOGRAPHIC AND SEGMENT INFORMAT
GEOGRAPHIC AND SEGMENT INFORMATION | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
GEOGRAPHIC AND SEGMENT INFORMATION | GEOGRAPHIC AND SEGMENT INFORMATION Operating segments are aggregated into reportable segments only if they exhibit similar economic characteristics. In addition to similar economic characteristics, the Company also considers the following factors in determining the reportable segments: the nature of business activities, the management structure directly accountable to its chief operating decision maker for operating and administrative activities, availability of discrete financial information and information presented to the Board of Directors and investors. Asset information is not reviewed by the chief operating decision maker by segment and is not available by segment, accordingly, the Company has not presented a measure of assets by segment. The Company ’ s reportable segments are disclosed as principally organized and managed as two operating segments: Advanced Energy and OEM. “ Corporate & Other ” includes certain unallocated corporate and administrative costs which were not specifically attributed to any reportable segment. The OEM segment is primarily development and manufacturing contract and product driven, all related expenses are recorded as cost of sales, therefore no segment specific operating expenses are incurred. Summarized financial information with respect to reportable segments is as follows: Three Months Ended June 30, 2023 (In thousands) Advanced Energy OEM Corporate & Other Total Sales $ 11,722 $ 1,847 $ — $ 13,569 Income (loss) from operations 747 353 (2,335) (1,235) Interest income — — 179 179 Interest expense — — (543) (543) Other income, net — — 646 646 Income tax expense — — 66 66 Three Months Ended June 30, 2022 (In thousands) Advanced Energy OEM Corporate & Other Total Sales $ 8,364 $ 1,928 $ — $ 10,292 (Loss) income from operations (1,252) 469 (5,193) (5,976) Interest income — — 18 18 Interest expense — — (3) (3) Other income, net — — 607 607 Income tax expense — — 96 96 Six Months Ended June 30, 2023 (In thousands) Advanced Energy OEM Corporate & Other Total Sales $ 21,412 $ 4,299 $ — $ 25,711 (Loss) income from operations (579) 1,204 (7,471) (6,846) Interest income — — 230 230 Interest expense — — (777) (777) Other income, net — — 641 641 Income tax benefit — — (2,201) (2,201) Six Months Ended June 30, 2022 (In thousands) Advanced Energy OEM Corporate & Other Total Sales $ 19,178 $ 3,607 $ — $ 22,785 (Loss) income from operations (2,591) 786 (10,042) (11,847) Interest income — — 20 20 Interest expense — — (11) (11) Other income, net — — 586 586 Income tax expense — — 166 166 International sales represented approximately 25.3% and 26.1% of total revenues for the three and six months ended June 30, 2023, respectively, as compared with approximately 22.8% and 32.0% of total revenues for the three and six months ended June 30, 2022, respectively. Revenue by geographic region, based on the customer's “ship to” location on the invoice, are as follows: Three Months Ended Six Months Ended (In thousands) 2023 2022 2023 2022 Sales by Domestic and International Domestic $ 10,137 $ 7,947 $ 19,008 $ 15,495 International 3,432 2,345 6,703 7,290 Total $ 13,569 $ 10,292 $ 25,711 $ 22,785 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (994) | $ (5,426) | $ (4,477) | $ (11,371) |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Recent Accounting Pronouncements | In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326). The update changes the impairment model for most financial assets and certain other instruments, including trade and other receivables, contract assets, held-to-maturity debt securities and loans, and requires entities to use a new forward-looking expected loss model that will result in the earlier recognition of allowance for losses. This update, as originally issued, was effective for annual and interim periods beginning after December 15, 2019, with early adoption permitted. In November 2019, the FASB issued ASU 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) Effective Dates , which deferred the effective dates of these standards for Smaller Reporting Companies until fiscal years beginning after December 15, 2022. The Company adopted the new standard on January 1, 2023 and its impact was not material to the Company. No other new accounting pronouncement issued or effective during the fiscal year had or is expected to have a material impact on our consolidated financial statements or disclosures. |
Inventories | Inventories are stated at the lower of cost or net realizable value. Cost is determined on a first in, first out basis. Finished goods and work-in-process inventories include material, labor and overhead costs. Factory overhead costs are primarily allocated to inventory manufactured in-house based upon direct labor hours. |
Share based compensation | Under the Company’s stock option plans, the Board of Directors may grant restricted stock and options to purchase common shares to the Company's employees, officers, directors and consultants. The Company accounts for stock options in accordance with FASB ASC Topic 718, Compensation - Stock Compensation , with stock-based compensation expense recognized over the vesting period based on the fair value on the grant date utilizing the Black-Scholes model, which includes a number of estimates that affect the grant date fair value and the amount of expense to recognize. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Inventories consisted of the following: (In thousands) June 30, December 31, Raw materials $ 4,663 $ 4,979 Work in process 2,559 2,160 Finished goods 4,524 5,115 Gross inventories 11,746 12,254 Less: provision for obsolescence (579) (457) Inventories, net $ 11,167 $ 11,797 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | (In thousands) June 30, 2023 December 31, Land $ — $ 1,600 Building and improvements — 4,426 Machinery and equipment 2,555 2,613 Furniture and fixtures 222 211 Computer equipment and software 1,230 1,420 Leasehold improvements 178 178 Molds 919 847 Total property, plant and equipment 5,104 11,295 Less: accumulated depreciation and amortization (3,530) (5,041) Property and equipment in service 1,574 6,254 Construction in progress 544 507 Property and equipment, net $ 2,118 $ 6,761 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Lease Costs | Information about the Company’s weighted average remaining operating lease terms and discount rate assumptions are as follows: June 30, 2023 December 31, 2022 Weighted average remaining lease term (in years) 9.3 4.4 Weighted average discount rate 8.36% 2.54% |
Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities as of June 30, 2023 are as follows: (In thousands) 2023 $ 417 2024 777 2025 803 2026 830 2027 858 Thereafter 4,516 Total lease payments 8,201 Less imputed interest (2,771) Present value of lease liabilities 5,430 Less current portion of lease liabilities (337) Long-term portion of lease liabilities $ 5,093 |
CREDIT AGREEMENT (Tables)
CREDIT AGREEMENT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Instruments | The Company’s term loan, net consists of the following at June 30, 2023: (In thousands) June 30, 2023 Term loan $ 10,000 Unamortized debt issuance costs (450) Unamortized debt discount, including accretion of exit fee (658) Term loan, net $ 8,892 |
Schedule of Maturities of Long-Term Debt | As of June 30, 2023, principal repayments on the term loan are as follows: (In thousands) 2023 $ — 2024 — 2025 2,778 2026 3,333 2027 3,333 Thereafter 556 Total repayments $ 10,000 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accrued expenses and other current liabilities consisted of the following: (in thousands) June 30, December 31, Accrued payroll $ 636 $ 563 Accrued bonuses 1,029 — Accrued commissions 1,227 847 Accrued product warranties 387 391 Accrued product liability claim insurance deductibles 1,808 1,825 Accrued professional fees and legal related contingent liabilities 639 901 Joint and several payroll liability — 345 Short-term contract liabilities 442 853 Uncertain tax positions — 2,079 Sales tax payable 241 245 Other accrued expenses and current liabilities 705 879 Total accrued expenses and other current liabilities $ 7,114 $ 8,928 |
CHINA JOINT VENTURE (Tables)
CHINA JOINT VENTURE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Schedule of China Joint Venture | Changes in the Company ’ s ownership investment in the China JV were as follows: Three Months Ended June 30, Six Months Ended (In thousands) 2023 2022 2023 2022 Beginning interest in China JV $ 168 $ 294 $ 219 $ 317 Net loss attributable to Apyx $ (26) $ (25) $ (77) $ (48) Ending interest in China JV $ 142 $ 269 $ 142 $ 269 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Basic and diluted earnings (loss) per share | The following table provides the computation of basic and diluted loss per share. Three Months Ended Six Months Ended (in thousands, except per share data) 2023 2022 2023 2022 Numerator: Net loss attributable to stockholders $ (994) $ (5,426) $ (4,477) $ (11,371) Denominator: Weighted average shares outstanding - basic and diluted 34,603 34,464 34,600 34,447 Loss per share: Basic and diluted $ (0.03) $ (0.16) $ (0.13) $ (0.33) Anti-dilutive instruments excluded from diluted loss per common share: Options 7,700 6,679 7,700 6,679 Warrants 250 — 250 — |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of stock options and stock awards | Stock option activity is summarized as follows: Number of options Weighted average exercise price Outstanding at December 31, 2022 6,520,444 $ 7.12 Granted 1,408,865 2.50 Exercised (35,000) 2.46 Canceled and forfeited (194,225) 8.11 Outstanding at June 30, 2023 7,700,084 $ 6.27 |
Schedule of option fair value assumptions | The Company calculated the grant date fair value of options granted in 2023 (“2023 Grants”) utilizing a Black-Scholes model. 2023 Grants Strike price $2.50 Risk-free rate 3.6% Expected dividend yield — Expected volatility 85.8% Expected term (in years) 6 |
GEOGRAPHIC AND SEGMENT INFORM_2
GEOGRAPHIC AND SEGMENT INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of reporting information by segment | Summarized financial information with respect to reportable segments is as follows: Three Months Ended June 30, 2023 (In thousands) Advanced Energy OEM Corporate & Other Total Sales $ 11,722 $ 1,847 $ — $ 13,569 Income (loss) from operations 747 353 (2,335) (1,235) Interest income — — 179 179 Interest expense — — (543) (543) Other income, net — — 646 646 Income tax expense — — 66 66 Three Months Ended June 30, 2022 (In thousands) Advanced Energy OEM Corporate & Other Total Sales $ 8,364 $ 1,928 $ — $ 10,292 (Loss) income from operations (1,252) 469 (5,193) (5,976) Interest income — — 18 18 Interest expense — — (3) (3) Other income, net — — 607 607 Income tax expense — — 96 96 Six Months Ended June 30, 2023 (In thousands) Advanced Energy OEM Corporate & Other Total Sales $ 21,412 $ 4,299 $ — $ 25,711 (Loss) income from operations (579) 1,204 (7,471) (6,846) Interest income — — 230 230 Interest expense — — (777) (777) Other income, net — — 641 641 Income tax benefit — — (2,201) (2,201) Six Months Ended June 30, 2022 (In thousands) Advanced Energy OEM Corporate & Other Total Sales $ 19,178 $ 3,607 $ — $ 22,785 (Loss) income from operations (2,591) 786 (10,042) (11,847) Interest income — — 20 20 Interest expense — — (11) (11) Other income, net — — 586 586 Income tax expense — — 166 166 |
Schedule of revenue by geographic area | Revenue by geographic region, based on the customer's “ship to” location on the invoice, are as follows: Three Months Ended Six Months Ended (In thousands) 2023 2022 2023 2022 Sales by Domestic and International Domestic $ 10,137 $ 7,947 $ 19,008 $ 15,495 International 3,432 2,345 6,703 7,290 Total $ 13,569 $ 10,292 $ 25,711 $ 22,785 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Aug. 10, 2023 | May 08, 2023 | Mar. 14, 2023 | Jan. 09, 2023 | Nov. 22, 2022 | Jan. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2018 | Feb. 17, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Proceeds from the disposition of Core business | $ 97,000 | ||||||||||||
Loss from operations | $ 1,235 | $ 5,976 | $ 6,846 | $ 11,847 | $ 23,600 | ||||||||
Net cash used in cash operations | 6,733 | 10,390 | 20,300 | ||||||||||
Cash and cash equivalents | 18,479 | 18,479 | $ 10,192 | ||||||||||
Cash and cash equivalents balance | $ 10,000 | 10,000 | $ 10,000 | ||||||||||
Purchase agreement | $ 7,650 | ||||||||||||
Leaseback term | 10 years | ||||||||||||
Income tax receivables | $ 200 | $ 207 | $ 0 | ||||||||||
Number of positions eliminated | 14% | ||||||||||||
Subsequent Event | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Proceeds from income tax refunds | $ 8,100 | ||||||||||||
Proceeds from income tax refund, interet | 400 | ||||||||||||
Proceeds from income tax refund, principal | $ 7,700 | ||||||||||||
Credit Agreement | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Credit facility | 35,000 | ||||||||||||
Credit Agreement | Line of Credit | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Credit facility | 35,000 | ||||||||||||
Credit Agreement | Line of Credit | Secured Debt | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Mortgage loan, principal amount | 25,000 | ||||||||||||
Credit Agreement | Line of Credit | Secured Debt | Debt Instrument, Covenant, Tranche One | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Mortgage loan, principal amount | 10,000 | ||||||||||||
Credit Agreement | Line of Credit | Secured Debt | Debt Instrument, Covenant, Tranche Two | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Mortgage loan, principal amount | 5,000 | ||||||||||||
Credit Agreement | Line of Credit | Secured Debt | Debt Instrument, Covenant, Tranche Three | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Mortgage loan, principal amount | 10,000 | ||||||||||||
Credit Agreement | Line of Credit | Revolving Credit Facility | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Credit facility | $ 10,000 | ||||||||||||
At-The-Market | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Securities registered, new issues | $ 40,000 | ||||||||||||
Shelf Registration | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Securities registered, new issues | $ 100,000 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 4,663 | $ 4,979 |
Work in process | 2,559 | 2,160 |
Finished goods | 4,524 | 5,115 |
Gross inventories | 11,746 | 12,254 |
Less: provision for obsolescence | (579) | (457) |
Inventories, net | $ 11,167 | $ 11,797 |
PROPERTY AND EQUIPMENT - Schedu
PROPERTY AND EQUIPMENT - Schedule of Assets Held-for-Sale (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 5,104 | $ 11,295 |
Less: accumulated depreciation and amortization | (3,530) | (5,041) |
Property and equipment in service | 1,574 | 6,254 |
Construction in progress | 544 | 507 |
Property and equipment, net | 2,118 | 6,761 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 0 | 1,600 |
Building and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 0 | 4,426 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 2,555 | 2,613 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 222 | 211 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 1,230 | 1,420 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 178 | 178 |
Molds | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 919 | $ 847 |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
May 08, 2023 | Mar. 14, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||||
Purchase agreement | $ 7,650 | |||||
Leaseback term | 10 years | |||||
Sale leaseback, net cash proceeds | $ 6,600 | |||||
Sale leaseback, security deposit withheld | $ 600 | |||||
Security deposit equal to annual rent | 1 year | |||||
Gain on sale-leaseback | $ 2,692 | $ 0 | $ 2,692 | $ 0 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | Mar. 14, 2023 USD ($) |
Leases [Abstract] | |
Sale leaseback, term of lease | 10 years |
Sale leaseback, renewal term | 5 years |
Sale leaseback, annual rent payment | $ 619,500 |
Sale leaseback, annual rent increase | 4% |
Sale leaseback, management fee on rent payment | 3% |
LEASES - Lease Terms and Discou
LEASES - Lease Terms and Discount Rates (Details) | Jun. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted average remaining lease term | 9 years 3 months 18 days | 4 years 4 months 24 days |
Weighted average discount rate | 8.36% | 2.54% |
LEASES - Maturities of Lease Li
LEASES - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2023 | $ 417 | |
2024 | 777 | |
2025 | 803 | |
2026 | 830 | |
2027 | 858 | |
Thereafter | 4,516 | |
Total lease payments | 8,201 | |
Less imputed interest | (2,771) | |
Present value of lease liabilities | 5,430 | |
Less current portion of lease liabilities | (337) | $ (216) |
Long-term portion of lease liabilities | $ 5,093 | $ 470 |
CREDIT AGREEMENT - Narrative (D
CREDIT AGREEMENT - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Feb. 17, 2023 USD ($) monthlyPayment $ / shares shares | Jun. 30, 2023 USD ($) $ / shares | Jun. 30, 2023 USD ($) $ / shares | Dec. 31, 2022 $ / shares | |
Debt Instrument [Line Items] | ||||
Twelve month net revenue target, year one | $ 49,000 | |||
Twelve month net revenue target, year two | 60,000 | |||
Twelve month net revenue target, year three | 70,000 | |||
Cash and cash equivalents balance | $ 10,000 | $ 10,000 | $ 10,000 | |
Warrants (in shares) | shares | 250,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Warrants, exercise price (in dollars per share) | $ / shares | $ 3.40 | |||
Warrants term | 10 years | |||
Debt issuance costs | $ 1,800 | |||
Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Credit facility | 35,000 | |||
Line of Credit | Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Credit facility | $ 35,000 | |||
Default, applicable interest rate | 2% | |||
Line of Credit | Credit Agreement | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Mortgage loan, principal amount | $ 25,000 | |||
Interest rate floor | 2.50% | |||
Interest rate floor spread | 7.35% | |||
Period of interest only | 24 months | |||
Extension period | 12 months | |||
Number of monthly payments | monthlyPayment | 36 | |||
Number of monthly payments, extension | monthlyPayment | 24 | |||
Exit fee | 4% | |||
Amortization of debt issuance costs | $ 35 | $ 51 | ||
Amortization of debt discounts | $ 80 | $ 117 | ||
Line of Credit | Credit Agreement | Secured Debt | Debt Instrument, Prepayment Period One | ||||
Debt Instrument [Line Items] | ||||
Prepayment fee | 3% | |||
Line of Credit | Credit Agreement | Secured Debt | Debt Instrument, Prepayment Period Two | ||||
Debt Instrument [Line Items] | ||||
Prepayment fee | 2% | |||
Line of Credit | Credit Agreement | Secured Debt | Debt Instrument, Prepayment Period Three | ||||
Debt Instrument [Line Items] | ||||
Prepayment fee | 1% | |||
Line of Credit | Credit Agreement | Secured Debt | Adjusted Term Secured Overnight Financing Rate (SOFR) | ||||
Debt Instrument [Line Items] | ||||
Variable rate | 0.10% | |||
Line of Credit | Credit Agreement | Secured Debt | Debt Instrument, Covenant, Tranche One | ||||
Debt Instrument [Line Items] | ||||
Mortgage loan, principal amount | $ 10,000 | |||
Effective interest rate | 12.60% | 12.60% | ||
Line of Credit | Credit Agreement | Secured Debt | Debt Instrument, Covenant, Tranche Two | ||||
Debt Instrument [Line Items] | ||||
Mortgage loan, principal amount | 5,000 | |||
Line of Credit | Credit Agreement | Secured Debt | Debt Instrument, Covenant, Tranche Three | ||||
Debt Instrument [Line Items] | ||||
Mortgage loan, principal amount | 10,000 | |||
Line of Credit | Credit Agreement | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Credit facility | $ 10,000 | |||
Interest rate floor | 2.50% | |||
Interest rate floor spread | 4% | |||
Annual fee | 0.50% | |||
Remaining borrowing capacity | $ 8,000 | $ 8,000 | ||
Amortization of debt issuance costs | 25 | 37 | ||
Amortization of debt discounts | $ 3 | $ 4 | ||
Line of Credit | Credit Agreement | Revolving Credit Facility | Debt Instrument, Termination Period One | ||||
Debt Instrument [Line Items] | ||||
Effective interest rate | 9.30% | 9.30% | ||
Borrowing base, minimum balance | $ 10,000 | |||
Lockbox account, funds to be applied to borrowings | 5 days | |||
Termination fees | 3% | |||
Borrowing base, minimum balance | 30% | |||
Line of Credit | Credit Agreement | Revolving Credit Facility | Debt Instrument, Termination Period Two | ||||
Debt Instrument [Line Items] | ||||
Termination fees | 2% | |||
Line of Credit | Credit Agreement | Revolving Credit Facility | Debt Instrument, Termination Period Three | ||||
Debt Instrument [Line Items] | ||||
Termination fees | 1% | |||
Line of Credit | Credit Agreement | Revolving Credit Facility | Adjusted Term Secured Overnight Financing Rate (SOFR) | ||||
Debt Instrument [Line Items] | ||||
Variable rate | 0.10% |
CREDIT AGREEMENT - Schedule Of
CREDIT AGREEMENT - Schedule Of Long-Term Debt (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Debt Instrument [Line Items] | |
Term loan | $ 10,000 |
Unamortized debt issuance costs | (450) |
Unamortized debt discount, including accretion of exit fee | (658) |
Term loan, net | 8,892 |
Line of Credit | Line of Credit | |
Debt Instrument [Line Items] | |
Term loan | $ 10,000 |
CREDIT AGREEMENT - Schedule o_2
CREDIT AGREEMENT - Schedule of Long-Term Debt Maturities (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 0 |
2024 | 0 |
2025 | 2,778 |
2026 | 3,333 |
2027 | 3,333 |
Thereafter | 556 |
Term loan, net | $ 10,000 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued payroll | $ 636 | $ 563 |
Accrued bonuses | 1,029 | 0 |
Accrued commissions | 1,227 | 847 |
Accrued product warranties | 387 | 391 |
Accrued product liability claim insurance deductibles | 1,808 | 1,825 |
Accrued professional fees and legal related contingent liabilities | 639 | 901 |
Joint and several payroll liability | 0 | 345 |
Short-term contract liabilities | 442 | 853 |
Uncertain tax positions | 0 | 2,079 |
Sales tax payable | 241 | 245 |
Other accrued expenses and current liabilities | 705 | 879 |
Total accrued expenses and other current liabilities | $ 7,114 | $ 8,928 |
CHINA JOINT VENTURE - Narrative
CHINA JOINT VENTURE - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2023 | Dec. 31, 2019 | |
Noncontrolling Interest [Line Items] | ||||
Required capital contribution | $ 357 | $ 255 | ||
Contributions from non-controlling interest | $ 203 | $ 154 | ||
Chinese Supplier | ||||
Noncontrolling Interest [Line Items] | ||||
Ownership interest | 51% |
CHINA JOINT VENTURE - Rollforwa
CHINA JOINT VENTURE - Rollforward of Joint Venture (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Beginning interest in China JV | $ 211 | |||
Net loss attributable to Apyx | $ (25) | $ (24) | (74) | $ (47) |
Ending interest in China JV | 137 | 137 | ||
Corporate Joint Venture | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Beginning interest in China JV | 168 | 294 | 219 | 317 |
Net loss attributable to Apyx | (26) | (25) | (77) | (48) |
Ending interest in China JV | $ 142 | $ 269 | $ 142 | $ 269 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share Reconciliation [Abstract] | ||||
Net loss attributable to stockholders, basic | $ (994) | $ (5,426) | $ (4,477) | $ (11,371) |
Net loss attributable to stockholders, diluted | $ (994) | $ (5,426) | $ (4,477) | $ (11,371) |
Denominator: | ||||
Weighted average shares outstanding - basic (in shares) | 34,603 | 34,464 | 34,600 | 34,447 |
Weighted average shares outstanding - diluted (in shares) | 34,603 | 34,464 | 34,600 | 34,447 |
Loss per share: | ||||
Basic (in dollars per share) | $ (0.03) | $ (0.16) | $ (0.13) | $ (0.33) |
Diluted (in dollars per share) | $ (0.03) | $ (0.16) | $ (0.13) | $ (0.33) |
Options | ||||
Anti-dilutive instruments excluded from diluted loss per common share: | ||||
Anti-dilutive instruments (in shares) | 7,700 | 6,679 | 7,700 | 6,679 |
Warrants | ||||
Anti-dilutive instruments excluded from diluted loss per common share: | ||||
Anti-dilutive instruments (in shares) | 250 | 0 | 250 | 0 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||||
Stock based compensation | $ 1,482 | $ 1,714 | $ 2,849 | $ 3,364 |
Stock swaps equity instruments received (in shares) | 4,305 | 14,013 | 4,305 | 36,667 |
Stock swaps (in shares) | 5,695 | 19,987 | 5,695 | 39,000 |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary of Stock Options (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Number of options | |
Outstanding, beginning of period (in shares) | shares | 6,520,444 |
Granted (in shares) | shares | 1,408,865 |
Exercised (in shares) | shares | (35,000) |
Canceled and forfeited (in shares) | shares | (194,225) |
Outstanding, end of period (in shares) | shares | 7,700,084 |
Weighted average exercise price | |
Outstanding, beginning of period (in dollars per share) | $ / shares | $ 7.12 |
Granted (in dollars per share) | $ / shares | 2.50 |
Exercised (in dollars per share) | $ / shares | 2.46 |
Canceled and forfeited (in dollars per shares) | $ / shares | 8.11 |
Outstanding, end of period (in dollars per share) | $ / shares | $ 6.27 |
STOCK-BASED COMPENSATION - Fair
STOCK-BASED COMPENSATION - Fair Value Assumptions (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares | |
Share-Based Payment Arrangement [Abstract] | |
Strike price (in dollars per share) | $ 2.50 |
Risk-free rate | 3.60% |
Expected dividend yield | 0% |
Expected volatility | 85.80% |
Expected term (in years) | 6 years |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ 66 | $ 96 | $ (2,201) | $ 166 |
Effective income tax rate | (6.90%) | (1.80%) | 32.60% | (1.50%) |
Accrued interest and penalties | $ 2,100 | $ 2,100 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | |||
Costs accrued | $ 0 | $ 0 | $ 250,000 |
Reversal of loss accrual | 250,000 | 250,000 | |
Purchase obligation | 3,300,000 | 3,300,000 | |
Suit Against Goodwin and Simb | |||
Loss Contingencies [Line Items] | |||
Costs accrued | 475,000 | 475,000 | |
Suits Filed In 2022 | |||
Loss Contingencies [Line Items] | |||
Costs accrued | 1,450,000 | 1,450,000 | |
Minimum | Suit Against Goodwin and Simb | |||
Loss Contingencies [Line Items] | |||
Estimate of possible loss | 475,000 | 475,000 | |
Minimum | Suits Filed In 2022 | |||
Loss Contingencies [Line Items] | |||
Estimate of possible loss | 1,450,000 | 1,450,000 | |
Maximum | Suit Against Goodwin and Simb | |||
Loss Contingencies [Line Items] | |||
Estimate of possible loss | 2,500,000 | 2,500,000 | |
Maximum | Suits Filed In 2022 | |||
Loss Contingencies [Line Items] | |||
Estimate of possible loss | $ 2,400,000 | $ 2,400,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||
Accounts receivable | $ (12,072) | $ (12,072) | $ (10,602) | ||
Co-venturer | |||||
Related Party Transaction [Line Items] | |||||
Purchases from related party | 406 | $ 143 | 451 | $ 370 | |
Accounts payable | $ 155 | $ 155 | |||
Accounts receivable | $ (8) |
GEOGRAPHIC AND SEGMENT INFORM_3
GEOGRAPHIC AND SEGMENT INFORMATION - Narrative (Details) - segment | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting [Abstract] | ||||
Number of reportable segments | 2 | |||
Number of operating segments | 2 | |||
International sales, percent of total revenue | 25.30% | 22.80% | 26.10% | 32% |
GEOGRAPHIC AND SEGMENT INFORM_4
GEOGRAPHIC AND SEGMENT INFORMATION - Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||||
Sales | $ 13,569 | $ 10,292 | $ 25,711 | $ 22,785 | |
(Loss) income from operations | (1,235) | (5,976) | (6,846) | (11,847) | $ (23,600) |
Interest income | 179 | 18 | 230 | 20 | |
Interest expense | (543) | (3) | (777) | (11) | |
Other income (loss), net | 646 | 607 | 641 | 586 | |
Income tax expense (benefit) | 66 | 96 | (2,201) | 166 | |
Operating Segments | Advanced Energy | |||||
Segment Reporting Information [Line Items] | |||||
Sales | 11,722 | 8,364 | 21,412 | 19,178 | |
(Loss) income from operations | 747 | (1,252) | (579) | (2,591) | |
Interest income | 0 | 0 | 0 | 0 | |
Interest expense | 0 | 0 | 0 | 0 | |
Other income (loss), net | 0 | 0 | 0 | 0 | |
Income tax expense (benefit) | 0 | 0 | 0 | 0 | |
Operating Segments | OEM | |||||
Segment Reporting Information [Line Items] | |||||
Sales | 1,847 | 1,928 | 4,299 | 3,607 | |
(Loss) income from operations | 353 | 469 | 1,204 | 786 | |
Interest income | 0 | 0 | 0 | 0 | |
Interest expense | 0 | 0 | 0 | 0 | |
Other income (loss), net | 0 | 0 | 0 | 0 | |
Income tax expense (benefit) | 0 | 0 | 0 | 0 | |
Corporate & Other | |||||
Segment Reporting Information [Line Items] | |||||
Sales | 0 | 0 | 0 | 0 | |
(Loss) income from operations | (2,335) | (5,193) | (7,471) | (10,042) | |
Interest income | 179 | 18 | 230 | 20 | |
Interest expense | (543) | (3) | (777) | (11) | |
Other income (loss), net | 646 | 607 | 641 | 586 | |
Income tax expense (benefit) | $ 66 | $ 96 | $ (2,201) | $ 166 |
GEOGRAPHIC AND SEGMENT INFORM_5
GEOGRAPHIC AND SEGMENT INFORMATION - Geographic (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Sales | $ 13,569 | $ 10,292 | $ 25,711 | $ 22,785 |
Domestic | ||||
Segment Reporting Information [Line Items] | ||||
Sales | 10,137 | 7,947 | 19,008 | 15,495 |
International | ||||
Segment Reporting Information [Line Items] | ||||
Sales | $ 3,432 | $ 2,345 | $ 6,703 | $ 7,290 |