美國
證券交易委員會
華盛頓特區20549
表格
截止季度結束日期：
or
過渡期從到
委託文件編號：001-39866
(根據其章程規定的註冊人準確名稱)
| ||
（國家或其他管轄區的 公司成立或組織） | （IRS僱主 唯一識別號碼） | |
(總部地址和郵編) | ||
( | ||
(註冊人電話號碼，包括區號) |
在法案第12(b)條的規定下注冊的證券：
每一類的名稱 | 交易標誌 | 在其上註冊的交易所的名稱 |
在過去的12個月內（或者在公司被要求提交這些報告的較短時間內），是否已提交交易所法規中第13或15（d）條陳述所要求的所有報告，並且在過去90天中是否一直遵守這些報告要求。
請在複選框中表明註冊者是否在過去的12個月內向規定S-t法規（本章第232.405條）提交了要求提交的每個互動數據文件（或者對於註冊者需要提交這些文件的較短時期）。
在交易所法案第120億.2條中，勾選表示報告人爲大型加速文件提交人、加速文件提交人、非加速文件提交人、小型報告公司或新成長公司。請參閱「大型加速文件提交者」、「加速文件提交者」、「小型報告公司」和「新興成長公司」的定義。
| |||||||
大型加速文件申報人 | ☐ | ☑ | 非急速申報人 | ◻ | |||
較小的報告公司 | 新興成長公司 |
如果是新興成長型企業，請勾選複選標記，表明註冊者已選擇不使用延長過渡期來符合根據證券交易法第13(a)條規定提供的任何新財務會計準則。 ◻
請在選項前打勾，表示註冊申報人是否爲空殼公司（根據證券交易所法案第12b-2條定義）。 是
2
前瞻性信息
除歷史事實陳述外，本10-Q表季度報告中包含的所有陳述，包括有關我們的業務、運營和財務業績和狀況的陳述，以及我們對業務、運營和財務業績和狀況的計劃、目標和期望，均爲前瞻性陳述。在某些情況下，你可以通過以下詞語來識別前瞻性陳述：「預測」、「相信」、「繼續」、「可能」、「估計」、「預期」、「打算」、「可能」、「正在進行」、「計劃」、「潛在」、「預測」、「項目」、「應該」、「目標」、「將」，或這些條款或其他類似條款的否定值術語，儘管並非所有前瞻性陳述都包含這些詞語。前瞻性陳述涉及已知和未知的風險、不確定性和其他因素，這些因素可能導致我們的業績、活動水平、業績或成就與本10-Q季度報告中前瞻性陳述所表達或暗示的信息存在重大差異。這些風險、不確定性和其他因素包括但不限於：
| ● | 我們能夠從第三方付款人那裏獲得我們產品的補償； |
| ● | 通貨膨脹、利率上升或衰退的影響； |
| ● | 我們的流動性是否足以實現我們的業務目標； |
| ● | 不利的經濟條件或激烈的競爭； |
| ● | 用品和零部件價格上漲； |
| ● | 工資和零部件價格上漲； |
| ● | 關鍵供應商的損失； |
| ● | 新的競爭對手和產品的進入； |
| ● | 聯邦、州和地方政府法規的遵守和變化； |
| ● | 主要高管的流失或退休，包括與我們最近首席執行官變動相關的過渡事宜； |
| ● | 我們產品的技術過時； |
| ● | 我們的研究和產品存在技術問題； |
| ● | 我們通過戰略收購擴大業務的能力； |
| ● | 我們整合收購和相關業務的能力； |
| ● | 當前和未來的美國和對外貿易政策及關稅行動的影響；以及 |
| ● | 無法開展研究、開發和商業化計劃。 |
您應閱讀 「風險因素」 中描述的事項以及我們截至2023年12月31日止年度的10-k表年度報告以及隨後的10-Q表季度報告中做出的其他警示性聲明。我們無法向您保證本報告中的前瞻性陳述將被證明是準確的，因此我們鼓勵您不要過分依賴前瞻性陳述。實際業績或事件可能與我們在前瞻性陳述中披露的計劃、意圖和預期存在重大差異。我們敦促您仔細審查和考慮我們在本報告中以及向美國證券交易委員會（「SEC」）提交的其他文件中披露的各種信息，這些文件表明了可能影響我們業務的風險和因素。除法律要求外，我們沒有義務更新或修改這些前瞻性陳述，無論是由於新信息、未來事件還是其他原因。我們的前瞻性陳述不反映我們未來可能進行的任何收購、合併、處置、合資企業或投資的潛在影響。
3
第一部分—財務信息
項目1.基本報表
tactile systems technology，inc。 | ||||||
彙編的綜合資產負債表 | ||||||
(未經審計) | ||||||
| 9月30日， |
| 12月31日, | |||
（以千爲單位，除股份數及每股數據） |
| 2024 |
| 2023 | ||
資產 | ||||||
流動資產 | ||||||
現金及現金等價物 | $ | | $ | | ||
應收賬款 |
| |
| | ||
淨租賃投資 |
| |
| | ||
存貨 |
| |
| | ||
預付費用和其他流動資產 |
| |
| | ||
總流動資產 |
| |
| | ||
非流動資產 | ||||||
資產和設備，淨值 |
| |
| | ||
租賃資產操作權 |
| |
| | ||
無形資產, 淨額 |
| |
| | ||
商譽 | | | ||||
應收賬款，非流動資產 |
| |
| | ||
延遲所得稅 |
| |
| | ||
其他非流動資產 |
| |
| | ||
總非流動資產 |
| |
| | ||
資產總額 | $ | | $ | | ||
負債和股東權益 | ||||||
流動負債 | ||||||
應付賬款 | $ | | $ | | ||
應付票據 | | | ||||
應計的工資和相關稅費 |
| |
| | ||
應計費用 |
| |
| | ||
應付所得稅 |
| |
| | ||
營業租賃負債 |
| |
| | ||
其他流動負債 |
| |
| | ||
流動負債合計 |
| |
| | ||
非流動負債 | ||||||
應付賬款、長期 | | | ||||
應計保修準備金、長期 |
| |
| | ||
應付所得稅，非流動負債 |
| |
| | ||
非流動經營租賃負債 | |
| | |||
所有非流動負債 |
| |
| | ||
負債合計 |
| |
| | ||
股東權益: | ||||||
優先股，$ |
|
| ||||
普通股，$ |
| |
| | ||
額外實收資本 |
| |
| | ||
保留盈餘 |
| |
| | ||
股東權益總額 |
| |
| | ||
負債和股東權益總額 | $ | | $ | | ||
附帶說明是這些未經審計的簡化合並財務報表的組成部分。
4
觸覺系統技術有限公司 | |||||||||||||
簡明合併運營報表 | |||||||||||||
（未經審計） | |||||||||||||
三個月已結束 | 九個月已結束 | ||||||||||||
九月三十日 | 九月三十日 | ||||||||||||
（以千計，股票和每股數據除外） |
| 2024 |
| 2023 |
| 2024 |
| 2023 |
| ||||
收入 | |||||||||||||
銷售收入 | $ | | $ | | $ | | $ | | |||||
租金收入 |
| |
| |
| |
| | |||||
總收入 |
| |
| |
| |
| | |||||
收入成本 | |||||||||||||
銷售收入成本 |
| |
| |
| |
| | |||||
租金收入成本 |
| |
| |
| |
| | |||||
總收入成本 |
| |
| |
| |
| | |||||
毛利潤 | |||||||||||||
毛利潤-銷售收入 |
| |
| |
| |
| | |||||
毛利潤-租金收入 |
| |
| |
| |
| | |||||
毛利潤 |
| |
| |
| |
| | |||||
運營費用 | |||||||||||||
銷售和營銷 |
| |
| |
| |
| | |||||
研究和開發 |
| |
| |
| |
| | |||||
一般和行政報銷 |
| |
| |
| |
| | |||||
無形資產攤銷和收益 | | ( | | ( | |||||||||
運營費用總額 |
| |
| |
| |
| | |||||
運營收入 |
| |
| |
| |
| | |||||
其他收入（支出） |
| |
| ( |
| |
| ( | |||||
所得稅前收入 |
| |
| |
| |
| | |||||
所得稅支出（福利） |
| |
| ( |
| |
| ( | |||||
淨收入 | $ | | $ | | $ | | $ | | |||||
普通股每股淨收益 | |||||||||||||
基本 | $ | $ | $ | $ | |||||||||
稀釋 | $ | $ | $ | $ | |||||||||
用於計算每股普通股淨收益的加權平均普通股 | |||||||||||||
基本 | | | | | |||||||||
稀釋 | | | | | |||||||||
所附附附註是這些未經審計的簡明合併財務報表不可分割的一部分。
5
tactile systems technology，inc。 | ||||||||||||||
股東權益的簡化合並報表 | ||||||||||||||
(未經審計) | ||||||||||||||
留存收益 | ||||||||||||||
額外的 | 收益 | |||||||||||||
普通股 | 實繳 | （累計 | ||||||||||||
% |
| 股份 |
| 面值 |
| 資本 |
| 赤字） |
| 總計 | ||||
2024年6月30日的餘額 | | $ | | $ | | $ | | $ | | |||||
基於股票的報酬 | — | — | | — | | |||||||||
7% | | — | — | — | — | |||||||||
淨利潤 | — | — | — | | | |||||||||
2024年9月30日餘額 | | $ | | $ | | $ | | $ | | |||||
2023年12月31日結餘 | | $ | | $ | | $ | | $ | | |||||
基於股票的報酬 | — | — | | — | | |||||||||
行使普通股期權以及績效和受限制股單位的歸屬 | | — | | — | | |||||||||
Research and Development Expenses | | — | | — | | |||||||||
淨利潤 | — | — | — | | | |||||||||
2024年9月30日餘額 | | $ | | $ | | $ | | $ | | |||||
2023年6月30日的餘額 | | $ | | $ | | $ | ( | $ | | |||||
基於股票的報酬 | — | — | | — | | |||||||||
行使普通股期權並釋放績效和限制性股份單位 | | — | | — | | |||||||||
淨利潤 | — | — | — | | | |||||||||
2023年9月30日餘額 | | $ | | $ | | $ | | $ | | |||||
2022年12月31日的餘額 | | $ | | $ | | $ | ( | $ | | |||||
基於股票的報酬 | — | — | | — | | |||||||||
行使普通股期權並激勵績效和限制股單位的歸屬 | | — | | — | | |||||||||
$ | | | | — | | |||||||||
員工股票購買計劃發行的普通股 | | — | | — | | |||||||||
淨利潤 | — | — | — | | | |||||||||
2023年9月30日餘額 | | $ | | $ | | $ | | $ | | |||||
附帶說明是這些未經審計的簡化合並財務報表的組成部分。
6
觸覺系統技術有限公司 | ||||||
簡明合併現金流量表 | ||||||
（未經審計） | ||||||
截至9月30日的九個月 | ||||||
（以千計） |
| 2024 |
| 2023 | ||
來自經營活動的現金流 | ||||||
淨收入 |
| $ | |
| $ | |
爲使淨收入與經營活動提供的淨現金保持一致而進行的調整： |
|
| ||||
折舊和攤銷 | | | ||||
遞延所得稅 | ( | ( | ||||
股票薪酬支出 | | | ||||
處置財產、設備和無形資產的損失 | | | ||||
盈利負債公允價值的變化 | — | ( | ||||
扣除收購後的資產負債變動： |
| |||||
應收賬款 |
| | | |||
租賃淨投資 |
| | | |||
庫存 |
| | ( | |||
所得稅 |
| ( | ( | |||
預付費用和其他資產 |
| ( | ( | |||
經營租賃資產的使用權 |
| ( | | |||
應收賬款，非流動賬款 |
| | | |||
應付賬款 |
| | ( | |||
應計工資和相關稅 |
| ( | ( | |||
應計費用和其他負債 |
| ( | ( | |||
經營活動提供的淨現金 |
| | | |||
來自投資活動的現金流 |
| |||||
購買財產和設備 | ( | ( | ||||
出售財產和設備的收益 | | — | ||||
無形資產支出 | ( | ( | ||||
用於投資活動的淨現金 |
| ( | ( | |||
來自融資活動的現金流 |
| |||||
發行應付票據的收益 | — | | ||||
盈利支付 | — | ( | ||||
應付票據付款 | ( | ( | ||||
循環信貸額度的付款 | — | ( | ||||
延期債務發行費用的支付 | — | ( | ||||
行使普通股期權的收益 |
| | | |||
從員工股票購買計劃中發行普通股的收益 |
| | | |||
在市場上發行普通股的收益 | — | | ||||
融資活動提供的（用於）淨現金 |
| ( | | |||
現金和現金等價物的淨增長 |
| | | |||
現金和現金等價物 — 期初 | | | ||||
現金和現金等價物-期末 | $ | | $ | | ||
補充現金流披露 | ||||||
支付利息的現金 | $ | | $ | | ||
繳納稅款的現金 | $ | | $ | | ||
已發生但尚未支付的資本支出 | $ | | $ | | ||
所附附附註是這些未經審計的簡明合併財務報表不可分割的一部分。
7
tactile systems technology，inc。
簡明合併財務報表附註
(未經審計)
(1)
tactile systems technology公司（以下簡稱「我們」、「我們」、「我們」和「公司」）生產和分發醫療設備，用於治療家庭中患有未被滿足的慢性疾病患者。 我們提供Flexitouch® Plus和Entre™ Plus系統，這些系統通過我們的直接銷售團隊爲美國各地血管、傷口和淋巴水腫診所出具的處方，在家中控制淋巴水腫等慢性進行性醫療控件的症狀。
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
On February 27, 2023，我們完成了一次公開發行
我們的業務受季節影響。每年第一季度，大多數患者已經開始了新的保險年度，但還沒有達到他們的年度自付費用義務，我們的產品需求大幅下降。每年第三和第四季度，我們通常會經歷較高的營業收入，因爲患者已經支付了他們的年度保險免賠額，從而減少了他們購買我們產品的自費成本，並且患者希望在年底用盡他們的靈活支出帳戶。這種季節性僅適用於商業保險覆蓋的患者對我們產品的購買和租賃，不適用於醫療保險、醫療或退伍軍人管理局，因爲這些支付者要麼沒有計劃在計劃年度內減少免賠額，要麼不涉及購買或租賃我們產品的患者的自費額。
附註2.報告的基礎
附表未經審計的簡明綜合財務報表是根據美國普遍接受的會計原則（「GAAP」）編制的用於中期財務報告，並根據SEC的規則和法規編制的。因此，它們不包括GAAP爲完整財務報表所要求的所有信息和腳註。在管理層看來，已包括了對中期財務信息進行公平呈現所需的所有調整（包括常規和重複的調整）。
2024年9月30日結束的九個月的結果未必能預示2024年12月31日結束的年度或任何其他中期期間或任何未來年度的結果。簡明綜合中期財務報表應與包括在我們截至2023年12月31日年度報告的已審計財務報表及附註一起閱讀。
8
Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of Tactile Systems Technology, Inc. and its wholly owned subsidiary, Swelling Solutions, Inc. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and to disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Note 3. Summary of Significant Accounting Policies
Significant Accounting Policies
There were no material changes in our significant accounting policies during the nine months ended September 30, 2024. See Note 3 – “Summary of Significant Accounting Policies” to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, for information regarding our significant accounting policies.
Accounting Pronouncement Not Yet Adopted
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which requires entities to enhance disclosures around segment reporting. The guidance is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the effect this standard will have on its consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” which requires entities to enhance disclosures around income taxes. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the effect this standard will have on its consolidated financial statements and related disclosures.
Note 4. Inventories
Inventories consisted of the following:
(In thousands) |
| At September 30, 2024 |
| At December 31, 2023 | ||
Finished goods | $ | | $ | | ||
Component parts and work-in-process |
| |
| | ||
Total inventories | $ | | $ | | ||
Note 5. Goodwill and Intangible Assets
Goodwill
In the third quarter of fiscal 2021, we completed the AffloVest Acquisition. The purchase price of the AffloVest product line exceeded the net acquisition-date estimated fair value amounts of the identifiable assets acquired and the liabilities assumed by $
9
Intangible Assets
Our patents and other intangible assets are summarized as follows:
Weighted- | At September 30, 2024 | ||||||||||
Average | Gross | ||||||||||
Amortization | Carrying | Accumulated | Net | ||||||||
(In thousands) |
| Period | Amount | Amortization | Amount | ||||||
Definite-lived intangible assets: | |||||||||||
Patents | $ | | $ | | $ | | |||||
Defensive intangible assets | | | | ||||||||
Customer accounts | — | | | — | |||||||
Customer relationships | | | | ||||||||
Developed technology | | | | ||||||||
Subtotal | | | | ||||||||
Unamortized intangible assets: | |||||||||||
Tradenames | | — | | ||||||||
Patents pending | | — | | ||||||||
Total intangible assets | $ | | $ | | $ | | |||||
Weighted- | At December 31, 2023 | ||||||||||
Average | Gross | ||||||||||
Amortization | Carrying | Accumulated | Net | ||||||||
(In thousands) |
| Period | Amount | Amortization | Amount | ||||||
Definite-lived intangible assets: | |||||||||||
Patents | $ | | $ | | $ | | |||||
Defensive intangible assets | | | | ||||||||
Customer accounts | — |
| |
| |
| — | ||||
Customer relationships | | | | ||||||||
Developed technology | | | | ||||||||
Subtotal | | | | ||||||||
Unamortized intangible assets: | |||||||||||
Tradenames | | — | | ||||||||
Patents pending | | — | | ||||||||
Total intangible assets | $ | | $ | | $ | | |||||
Amortization expense was $
(In thousands) | |||
2024 (October 1 - December 31) |
| $ | |
2025 | | ||
2026 |
| | |
2027 |
| | |
2028 |
| | |
Thereafter |
| | |
Total | $ | |
In the third quarter of 2024, we performed our annual goodwill impairment test utilizing both the qualitative and quantitative approach described in FASB ASU No. 2021-03, “Intangibles—Goodwill and Other (Topic 350) – Accounting Alternative for Evaluating Triggering Events.” Based on the testing using the qualitative approach, it was determined that it was not more likely than not that the fair value of the reporting
10
unit was less than the carrying value. As a result, it was not deemed necessary to proceed to the quantitative test and
Note 6. Accrued Expenses
Accrued expenses consisted of the following:
(In thousands) |
| At September 30, 2024 |
| At December 31, 2023 | ||
Warranty | $ | | $ | | ||
Legal and consulting | | | ||||
In-transit inventory | | | ||||
Travel | | | ||||
Clinical studies | | | ||||
Sales and use tax | | | ||||
Other |
| |
| | ||
Total | $ | | $ | | ||
Note 7. Warranty Reserves
The activity in the warranty reserve during and as of the end of the reporting periods presented was as follows:
Three Months Ended | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
(In thousands) |
| 2024 |
| 2023 |
| 2024 |
| 2023 | ||||
Beginning balance | $ | | $ | | $ | | $ | | ||||
Warranty provision |
| |
| |
| |
| | ||||
Processed warranty claims |
| ( |
| ( |
| ( |
| ( | ||||
Ending balance | $ | | $ | | $ | | $ | | ||||
Accrued warranty reserve, current | $ | | $ | | $ | | $ | | ||||
Accrued warranty reserve, non-current | | | | | ||||||||
Total accrued warranty reserve | $ | | $ | | $ | | $ | | ||||
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Note 8. Credit Agreement
On April 30, 2021, we entered into an Amended and Restated Credit Agreement (the “Restated Credit Agreement”) with the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent. The Restated Credit Agreement amended and restated in its entirety our prior credit agreement.
On September 8, 2021, we entered into a First Amendment Agreement (the “Amendment”), which amended the Restated Credit Agreement (as amended by the Amendment, the “Credit Agreement”) with the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent. The Amendment, among other things, added a $
On September 8, 2021, in connection with the closing of the AffloVest Acquisition, we borrowed the $
On February 22, 2022, we entered into a Second Amendment Agreement (the “Second Amendment”), which further amended the Credit Agreement. The Second Amendment modified the maximum leverage ratio, the minimum fixed charge coverage ratio and the minimum consolidated EBITDA covenants under the Credit Agreement, and added a minimum liquidity covenant, through the quarter ended June 30, 2023. The Second Amendment also increased the applicable margin for LIBOR rate loans under the Credit Agreement during the period commencing on the date of the Second Amendment and ending on the last day of the fiscal quarter ending June 30, 2023. Pursuant to the Second Amendment, we made a mandatory principal prepayment of the term loan of $
On June 21, 2023, we entered into a Third Amendment Agreement (the “Third Amendment”) that replaced the interest rate benchmark under the Credit Agreement from LIBOR to the term Secured Overnight Financing Rate (“SOFR”). All tenors of term SOFR are subject to a credit spread adjustment of
Following the Third Amendment, the term loan and amounts drawn under the revolving credit facility bear interest, at our option, at a rate equal to (a) the highest of (i) the prime rate, (ii) the federal funds rate plus
On August 1, 2023, we entered into a Fourth Amendment Agreement (the “Fourth Amendment”), which further amended the Credit Agreement. The Fourth Amendment, among other things, decreased the commitment fees payable under the revolving credit facility under the Credit Agreement such that the undrawn portions of the revolving credit facility are subject to an unused line fee at a rate per annum from
12
additional term loan in the amount of $
On November 1, 2024, we entered into a Fifth Amendment Agreement (the “Fifth Amendment”), which further amended the Credit Agreement. The Fifth Amendment permits the Company to make payments to repurchase shares of its common stock, as long as the Company is not in default before and after giving effect to such repurchases, and as long as such repurchases do not exceed $
On December 21, 2023, we made a payment of $
As of September 30, 2024, we had outstanding borrowings of $
(In thousands) |
| Amount | |
2024 (October 1 - December 31) | $ | | |
2025 | | ||
2026 | | ||
Total | | ||
Less: Deferred financing fees | ( | ||
Net Note Payable | | ||
Less: Current portion of note payable | ( | ||
Non-current portion of note payable | $ | | |
Our obligations under the Credit Agreement are secured by a security interest in substantially all of our and our subsidiary’s assets and are also guaranteed by our subsidiary. As of September 30, 2024, the Credit Agreement contained a number of restrictions and covenants, including that we maintain compliance with a maximum consolidated total leverage ratio, a minimum fixed charge coverage ratio and a minimum consolidated EBITDA covenant. As of September 30, 2024, we were in compliance with all covenants under the Credit Agreement.
Note 9. Commitments and Contingencies
Lease Obligations
We lease property and equipment under operating leases, typically with terms greater than
We classify our leases as buildings, vehicles or computer and office equipment and do not separate lease and non-lease components of contracts for any of the aforementioned classifications. In accordance with applicable guidance, we do not record leases with terms that are less than one year on the Condensed Consolidated Balance Sheets.
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None of our lease agreements contain material restrictive covenants or residual value guarantees.
Buildings
We lease certain office and warehouse space at various locations in the United States where we provide services. These leases are typically greater than one year with fixed, escalating rents over the noncancelable terms and, therefore, ROU operating lease assets and operating lease liabilities are recorded on the Condensed Consolidated Balance Sheets, with rent expense recognized on a straight-line basis over the term of the lease. The remaining lease terms vary from approximately to
We entered into a lease (“initial lease”) in October 2018, for approximately
Computer and Office Equipment
We also have operating lease agreements for certain computer and office equipment. The remaining lease terms as of September 30, 2024, ranged from less than
14
Lease Position, Undiscounted Cash Flow and Supplemental Information
The table below presents information related to our ROU operating lease assets and operating lease liabilities that we have recorded:
(In thousands) |
| At September 30, 2024 |
| At December 31, 2023 | ||
$ | | $ | | |||
Operating lease liabilities: | ||||||
$ | | $ | | |||
| |
| | |||
Total | $ | | $ | | ||
Operating leases: | ||||||
Weighted average remaining lease term |
| |||||
Weighted average discount rate | ||||||
Nine Months Ended September 30, | ||||||
2024 | 2023 | |||||
Supplemental cash flow information for our operating leases: | ||||||
Cash paid for operating lease liabilities | $ | | $ | | ||
Non-cash right of use assets obtained in exchange for new operating lease obligations | $ | | $ | | ||
The table below reconciles the undiscounted cash flows for the periods presented to the operating lease liabilities recorded on the Condensed Consolidated Balance Sheet for the periods presented:
(In thousands) | |||
2024 (October 1 - December 31) |
| $ | |
2025 | | ||
2026 |
| | |
2027 |
| | |
2028 |
| | |
Thereafter |
| | |
Total minimum lease payments | | ||
Less: Amount of lease payments representing interest | ( | ||
Present value of future minimum lease payments | | ||
Less: Current obligations under operating lease liabilities | ( | ||
Non-current obligations under operating lease liabilities | $ | |
Operating lease costs were $
Major Vendors
We had purchases from
15
Purchase Commitments
We issued purchase orders prior to September 30, 2024, totaling $
Retirement Plan
We maintain a 401(k) retirement plan for our employees in which eligible employees can contribute a percentage of their pre-tax compensation. We recorded an expense related to our discretionary contributions to the 401(k) plan of $
Legal Proceedings
From time to time, we are subject to various claims and legal proceedings arising in the ordinary course of business. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
On May 24, 2022, a stockholder derivative lawsuit was filed in the United States District Court for the District of Minnesota, purportedly on behalf of the Company against certain of our present and former officers and directors and the Company (as a nominal defendant), captioned Jack Weaver v. Moen, et al., File No. 0:22-cv-01403-NEB-BRT (the “Weaver Lawsuit”). The Weaver Lawsuit generally arises out of the same subject matter as a previously settled securities class action captioned Brian Mart v. Tactile Sys. Tech., Inc., et al., File No. 0:20-cv-02074-NEB-BRT (D. Minn.) (the “Mart Lawsuit”), which alleged, inter alia, that we and
On June 6, 2024, the parties entered into a Stipulation of Settlement in the Weaver Lawsuit. On June 7, 2024, the plaintiff filed an unopposed motion for preliminary approval of the settlement. On June 27, 2024, the Court entered an order granting the motion for preliminary approval of the settlement. The final settlement hearing occurred on August 28, 2024, and on September 4, 2024, the Court entered its order approving the settlement, including the agreed upon attorneys’ fees and expense awards to plaintiffs’ counsel and service awards to the shareholder plaintiffs. Pursuant to the settlement, we are adopting, implementing, and maintaining certain corporate governance reforms. The attorneys’ fees and expense award of approximately $
On October 25, 2024, the United States District Court, District of Massachusetts (Boston) unsealed two qui tam complaints against us. The first complaint is captioned United States ex. rel. Benjaman Scarborough vs. Tactile Systems Technology, Inc., Case No. 1:21-cv-10813-IT, and was filed under seal on May 17, 2021, on behalf of the United States by a former employee (the “Scarborough Complaint”). The Scarborough Complaint alleges that we submitted false claims and made false statements in connection with the Medicare
16
programs, in violation of the Federal False Claims Act. The second complaint is captioned United States ex. rel. Jackie Gorham, an individual, and Dustin Gast, an individual, vs. Tactile Systems Technology, Inc. Case No. 1:21-cv-11809-IT, and was filed under seal on September 1, 2021, on behalf of the United States by two former employees (the “Gorham Complaint”). The Gorham Complaint alleges that we submitted false claims and made false statements in connection with the Medicare, Medicare Advantage plans, Medicaid and other government payers, in violation of the Federal False Claims Act and submitted false claims resulting from kickbacks in violation of the Federal False Claims Act and the Federal Anti-Kickback Statute. Both complaints seek damages, statutory penalties, attorneys’ fees, and costs.
Note 10. Stockholders' Equity
Stock-Based Compensation
Our 2016 Equity Incentive Plan (the “2016 Plan”) authorizes us to grant stock options, stock appreciation rights, restricted stock, stock units and other stock-based awards to employees, non-employee directors and certain consultants and advisors. There were up to
Upon adoption and approval of the 2016 Plan, all of our previous equity incentive compensation plans were terminated. However, existing awards under those plans continue to vest in accordance with the original vesting schedules and will expire at the end of their original terms.
We recorded stock-based compensation expense of $
Three Months Ended | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
(In thousands) |
| 2024 |
| 2023 |
| 2024 |
| 2023 | ||||
Cost of revenue | $ | | $ | | $ | | $ | | ||||
Sales and marketing expenses | | | | | ||||||||
Research and development expenses | | | | | ||||||||
Reimbursement, general and administrative expenses | | | | | ||||||||
Total stock-based compensation expense | $ | | $ | | $ | | $ | | ||||
Stock Options
Stock options issued to participants other than non-employees typically vest over or
17
Our stock option activity for the nine months ended September 30, 2024, was as follows:
| Weighted- | Weighted- | ||||||||
Average | Average | Aggregate | ||||||||
Options | Exercise Price | Remaining | Intrinsic | |||||||
(In thousands except options and per share data) | Outstanding | Per Share (1) | Contractual Life | Value (2) | ||||||
Balance at December 31, 2023 | | $ | | $ | | |||||
Exercised | ( | $ | | $ | | |||||
Cancelled/Expired | ( | $ | | |||||||
Balance at September 30, 2024 | | $ | | $ | | |||||
Options exercisable at September 30, 2024 | | $ | | $ | | |||||
| (1) | The exercise price of each option granted during the period shown was equal to the market price of the underlying stock on the date of grant. |
| (2) | The aggregate intrinsic value of options exercised represents the difference between the exercise price of the option and the closing stock price of our common stock on the date of exercise. The aggregate intrinsic value of options outstanding represents the difference between the exercise price of the option and the closing stock price of our common stock on the last trading day of the period. |
Options exercisable of
Time-Based Restricted Stock Units
We have granted time-based restricted stock units to certain participants under the 2016 Plan that are stock-settled with common shares. Time-based restricted stock units granted under the 2016 Plan vest over to
Our time-based restricted stock unit activity for the nine months ended September 30, 2024, was as follows:
Weighted- | ||||||||
|
| Average Grant |
| Aggregate | ||||
Units | Date Fair Value | Intrinsic | ||||||
(In thousands except unit and per unit data) | Outstanding | Per Unit | Value (1) | |||||
Balance at December 31, 2023 | | $ | | $ | | |||
Granted | | $ | | |||||
Vested | ( | $ | | |||||
Cancelled | ( | $ | | |||||
Balance at September 30, 2024 | | $ | | $ | | |||
| (1) | The aggregate intrinsic value of restricted stock units outstanding was based on our closing stock price on the last trading day of the period. |
Performance-Based Restricted Stock Units
We have granted performance-based restricted stock units (“PSUs”) to certain participants under the 2016 Plan. These PSUs have both performance-based and time-based vesting features. The PSUs granted in 2023 have
18
achieved in 2024 (ranging from
Stock-based compensation expense recognized for PSUs was $
Our PSU activity for the nine months ended September 30, 2024, was as follows:
Weighted- | ||||||||
|
| Average Grant |
| Aggregate | ||||
PSUs | Date Fair Value | Intrinsic | ||||||
(In thousands except unit and per unit data) | Outstanding | Per Unit | Value (1) | |||||
Balance at December 31, 2023 | | $ | | $ | | |||
Granted | | $ | | |||||
Vested | ( | $ | | |||||
Cancelled | ( | $ | | |||||
Balance at September 30, 2024 | | $ | | $ | | |||
| (1) | The aggregate intrinsic value of PSUs outstanding was based on our closing stock price on the last trading day of the period. |
Employee Stock Purchase Plan
Our employee stock purchase plan (“ESPP”), which was approved by our Board of Directors on April 27, 2016, and by our stockholders on June 20, 2016, allows participating employees to purchase shares of our common stock at a discount through payroll deductions. The ESPP is available to all of our employees and employees of participating subsidiaries. Participating employees may purchase common stock, on a voluntary after-tax basis, at a price equal to
A total of
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Note 11. Revenue
We derive our revenue from the sale and rental of our products to our customers in the United States. The following table presents our revenue, inclusive of sales and rental revenue, disaggregated by product line:
Three Months Ended | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
(In thousands) |
| 2024 | 2023 | 2024 | 2023 | |||||||
Revenue | ||||||||||||
Lymphedema products | $ | | $ | | $ | | $ | | ||||
Airway clearance products | | | | | ||||||||
Total | $ | | $ | | $ | | $ | | ||||
Percentage of total revenue | ||||||||||||
Lymphedema products |
|
|
|
| ||||||||
Airway clearance products | ||||||||||||
Total |
|
|
|
| ||||||||
Our revenue by channel, inclusive of sales and rental revenue, for the three and nine months ended September 30, 2024 and 2023, are summarized in the following table:
Three Months Ended | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
(In thousands) |
| 2024 | 2023 | 2024 | 2023 | |||||||
Private insurers and other payers | $ | | $ | | $ | | $ | | ||||
Veterans Administration | | | | | ||||||||
Medicare | | | | | ||||||||
Durable medical equipment distributors | | | | | ||||||||
Total | $ | | $ | | $ | | $ | | ||||
Our rental revenue is derived from rent-to-purchase arrangements that typically range from to
The revenue and associated cost of revenue of sales-type leases are recognized on the lease commencement date and a net investment in leases is recorded on the Condensed Consolidated Balance Sheets. We bill the patients’ insurance payers monthly over the duration of the rental term. We record the net investment in leases and recognize revenue upon commencement of the lease in the amount of the expected consideration to be received through the monthly payments. Similar to our sales revenue, the transaction price is impacted by multiple factors, including the terms and conditions contracted by third-party payers. As the rental contract resides with the patients, we have elected the portfolio approach, at the payer level, to determine the expected consideration, which considers the impact of early terminations. While the contract is with the patient, in certain circumstances, the third-party payer elects an initial rental period with an option to extend. We assess the likelihood of extending the lease at the onset of the lease to determine if the option is reasonably certain to be exercised. As the lease is short-term in nature, we anticipate collection of substantially all of the net investment within the first year of the lease agreement. Completion of these payments represents the fair market value of the equipment, and as such, interest income is not applicable.
20
Rental revenue for the three and nine months ended September 30, 2024 and 2023, was primarily from private insurers. Sales-type lease revenue and the associated cost of revenue for the three and nine months ended September 30, 2024 and 2023, was:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
(In thousands) | 2024 | 2023 | 2024 | 2023 | ||||||||
Sales-type lease revenue | $ | | $ | | $ | | $ | | ||||
Cost of sales-type lease revenue |
| |
| |
| |
| | ||||
Gross profit | $ | | $ | | $ | | $ | | ||||
Note 12. Income Taxes
We record our interim provision for income taxes by applying our estimated annual effective tax rate to our year-to-date pre-tax income (loss) and adjusting for discrete tax items recorded in the period. Deferred income taxes result from temporary differences between the reporting of amounts for financial statement purposes and income tax purposes. These differences relate primarily to different methods used for income tax reporting purposes, including for depreciation and amortization, warranty and vacation accruals, and deductions related to allowances for doubtful accounts receivable and inventory reserves. Our provision for income taxes includes current federal and state income tax expense, as well as deferred federal and state income tax expense.
The effective tax rate for the three months ended September 30, 2024, was an expense of
The effective tax rate for the nine months ended September 30, 2024, was an expense of
We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority is more-likely-than-not to sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the condensed consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority.
The Company currently is not under examination in any jurisdictions.
21
Note 13. Net Income Per Share
The following table sets forth the computation of our basic and diluted net income per share:
Three Months Ended | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
(In thousands, except share and per share data) |
| 2024 |
| 2023 |
| 2024 |
| 2023 | ||||
Net income | $ | | $ | | $ | | $ | | ||||
Weighted-average shares outstanding | | | | | ||||||||
Weighted-average shares used to compute diluted net income per share | | | | | ||||||||
Net income per share - Basic | $ | $ | $ | $ | ||||||||
Net income per share - Diluted | $ | $ | $ | $ | ||||||||
The following common stock equivalents were excluded from the computation of diluted net income per share for the periods presented because including them would have been anti-dilutive:
Three Months Ended | Nine Months Ended | |||||||
September 30, | September 30, | |||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |
Restricted stock units | | | | | ||||
Common stock options | | | | | ||||
Performance stock units | | — | | | ||||
Employee stock purchase plan | | — | — | — | ||||
Total | | | | | ||||
Note 14. Fair Value Measurements
We determine the fair value of our assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. We use a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1). The next highest priority is based on quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in non-active markets or other observable inputs (Level 2). The lowest priority is given to unobservable inputs (Level 3).
As of September 30, 2024, our obligations under the AffloVest Acquisition earn-out arrangements had been paid in full. Prior to the determination of the actual amount of the earn-out, the earn-out liability was valued by employing a Monte Carlo Simulation model in a risk-neutral framework, which is a Level 3 input. The underlying simulated variable included recognized revenue. The recognized revenue volatility estimate was based on a study of historical asset volatility for a set of comparable public companies. The model included other assumptions including the market price of risk, which was calculated as the weighted average cost of capital less the long-term risk-free rate. The earn-out liability was adjusted to fair value at each reporting date until the end of the earn-out period, which was September 30, 2023. Changes in fair value were included in intangible asset amortization and earn-out expenses in our Condensed Consolidated Statements of Operations.
22
Changes in the earn-out liability measured at fair value using Level 3 inputs were as follows:
(In thousands) | |||
Earn-out liability at December 31, 2022 | $ | | |
Payment on earn-out | ( | ||
Fair value adjustments | ( | ||
Earn-out liability at September 30, 2023 | $ | | |
On May 25, 2023, the Company paid $
The carrying amounts of financial instruments such as cash equivalents, accounts receivable, other assets, accounts payable, accrued expenses and other liabilities approximate their related fair values due to the short-term maturities of these items. Non-financial assets, such as equipment and leasehold improvements, and intangible assets are subject to non-recurring fair value measurements if they are deemed impaired.
Note 15. Subsequent Event
On October 30, 2024, our Board of Directors authorized a program to repurchase up to $
23
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and the accompanying notes thereto included elsewhere in this report.
Overview
We are a medical technology company that develops and provides innovative medical devices for the treatment of underserved chronic diseases. Our mission is to help people suffering from chronic diseases live better and care for themselves at home. We focus our efforts on advancing the standard of care in treating underserved chronic diseases in the home setting to improve patient outcomes and quality of life and help control rising healthcare expenditures. Our areas of therapeutic focus are (1) vascular disease, with a goal of advancing the standard of care in treating lymphedema and chronic venous insufficiency, (2) oncology, where lymphedema is a common consequence among cancer survivors and (3) providing airway clearance therapy for those suffering from chronic respiratory conditions. We possess a unique, scalable platform to deliver at-home healthcare solutions throughout the United States. This evolving home care delivery model is recognized by policymakers and insurance payers as a key for controlling rising healthcare costs. Our solutions deliver cost-effective, clinically proven, long-term treatment for people with these chronic diseases.
Our current lymphedema products are the Flexitouch Plus, Entre Plus and Nimbl systems and our airway clearance product is the AffloVest. A predecessor to our Flexitouch system received 510(k) clearance from the U.S. Food and Drug Administration (the “FDA”) in July 2002, and we introduced the system to address the many limitations of self-administered home-based manual lymphatic drainage therapy. We began selling our more advanced Flexitouch system after receiving 510(k) clearance from the FDA in October 2006. In September 2016, we received 510(k) clearance from the FDA for the Flexitouch system in treating lymphedema of the head and neck. In June 2017, we announced that we received 510(k) clearance from the FDA for the Flexitouch Plus, the third-generation version of our Flexitouch system. In December 2020, we received 510(k) clearance for two new indications for our Flexitouch Plus system: phlebolymphedema and lipedema. We introduced our Entre system in the United States in February 2013 and the second generation, Entre Plus, in March 2023. The Entre Plus system is sold or rented to patients who need a simple pump or who do not yet qualify for insurance reimbursement for an advanced compression device such as our Flexitouch Plus system. Nimbl, our next-generation pneumatic compression platform, received 510(k) clearance in June 2024 and, beginning in October 2024, is commercially available throughout the United States for the treatment of upper extremity lymphedema. Sales and rentals of our lymphedema products represented 88% of our revenue in each of the nine months ended September 30, 2024 and 2023.
On September 8, 2021, we acquired the assets of the AffloVest airway clearance product line. AffloVest is a portable, wearable vest that provides airway clearance to treat patients with chronic respiratory conditions such as bronchiectasis or conditions resulting from neuromuscular disorders. For each of the nine months ended September 30, 2024 and 2023, sales of AffloVest represented 12% of our revenue.
To support the growth of our business, we continue to invest in our commercial infrastructure, consisting of our direct sales force, training resources, reimbursement capabilities and clinical expertise. We market our lymphedema products in the United States using a direct-to-patient and -provider model. The AffloVest device is sold through respiratory durable medical equipment providers throughout the United States that service patients and bill third-party payers for the product. We also employ a small group of respiratory specialists, who educate DME representatives, provide product demonstrations for targeted clinicians and support technical questions related to the AffloVest. As of September 30, 2024, we employed 270 field sales representatives for our lymphedema products and a team of 19 supporting our airway clearance products. This compares to 246 field sales representatives for our lymphedema products and a team of 13 specialists supporting our airway clearance products as of September 30, 2023.
We invest in our reimbursement function to improve operational efficiencies and enhance individual payer expertise, while continuing our strategic focus of payer development. Our payer relations function focuses on payer policy development, education, contract negotiations, and data analysis. Our reimbursement
24
operations function is responsible for verifying patient insurance benefits, individual patient case development, prior authorization submissions, case follow-up, and appeals when necessary.
We also have a clinical team, consisting of a scientific advisory board, in-house therapists and nurses, and a Chief Medical Officer, that serves as a resource to clinicians and patients and guides the development of clinical evidence in support of our products. Most clinical studies require observation and interaction with clinicians and patients to monitor results and progress.
We rely on third-party contract manufacturers for the sourcing of parts, the assembly of our controllers and the manufacturing of the garments used with our systems. We conduct final assembly of the garments used with our products, perform quality assurance and ship our products from our facility in Minnesota. We also manufacture and ship the AffloVest device from our Minnesota-based facility.
In July 2022, we launched Kylee™ a free mobile app that makes it easier for patients to manage their conditions by tracking treatments and symptoms, as well as having direct access to educational resources. Flexitouch Plus and Nimbl devices include Bluetooth technology, which is viewable using Kylee.
For the three months ended September 30, 2024, we generated revenue of $73.1 million and had net income of $5.2 million, compared to revenue of $69.6 million and net income of $22.3 million for the three months ended September 30, 2023. For the nine months ended September 30, 2024, we generated revenue of $207.4 million and had net income of $7.2 million, compared to revenue of $196.8 million and net income of $20.3 million for the nine months ended September 30, 2023. Our primary sources of capital since our initial public offering in 2016 have been from operating income, bank financing and our public offering in February 2023.
We operate in one segment for financial reporting purposes.
Current Economic Conditions
General global economic downturns and macroeconomic trends, including heightened inflation, capital market volatility, interest rate fluctuations, increased unemployment and economic slowdown or recession, may result in unfavorable conditions that could negatively affect demand for our products and exacerbate some of the other risks that affect our business, financial condition and results of operations.
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Results of Operations
Comparison of the Three and Nine Months Ended September 30, 2024 and 2023
The following table presents our results of operations for the periods indicated:
Three Months Ended | ||||||||||||||||||
September 30, | Change | |||||||||||||||||
(In thousands) | 2024 | 2023 | $ | % | ||||||||||||||
Condensed Consolidated Statement | % of | % of | ||||||||||||||||
of Operations Data: | revenue | revenue | ||||||||||||||||
Revenue | ||||||||||||||||||
Sales revenue | $ | 63,168 | 86 | % | $ | 58,866 | 85 | % | $ | 4,302 | 7 | % | ||||||
Rental revenue | 9,925 | 14 | % | 10,720 | 15 | % | (795) | (7) | % | |||||||||
Total revenue | 73,093 | 100 | % | 69,586 | 100 | % | 3,507 | 5 | % | |||||||||
Cost of revenue | ||||||||||||||||||
Cost of sales revenue | 15,603 | 21 | % | 17,016 | 24 | % | (1,413) | (8) | % | |||||||||
Cost of rental revenue | 2,703 | 4 | % | 3,211 | 5 | % | (508) | (16) | % | |||||||||
Total cost of revenue | 18,306 | 25 | % | 20,227 | 29 | % | (1,921) | (9) | % | |||||||||
Gross profit | ||||||||||||||||||
Gross profit - sales revenue | 47,565 | 65 | % | 41,850 | 61 | % | 5,715 | 14 | % | |||||||||
Gross profit - rental revenue | 7,222 | 10 | % | 7,509 | 10 | % | (287) | (4) | % | |||||||||
Gross profit | 54,787 | 75 | % | 49,359 | 71 | % | 5,428 | 11 | % | |||||||||
Operating expenses | ||||||||||||||||||
Sales and marketing | 26,838 | 37 | % | 26,030 | 37 | % | 808 | 3 | % | |||||||||
Research and development | 2,417 | 3 | % | 1,964 | 3 | % | 453 | 23 | % | |||||||||
Reimbursement, general and administrative | 18,118 | 25 | % | 16,449 | 24 | % | 1,669 | 10 | % | |||||||||
Intangible asset amortization and earn-out | 633 | 1 | % | (3,073) | (4) | % | 3,706 | (121) | % | |||||||||
Total operating expenses | 48,006 | 66 | % | 41,370 | 60 | % | 6,636 | 16 | % | |||||||||
Income from operations | 6,781 | 9 | % | 7,989 | 11 | % | (1,208) | (15) | % | |||||||||
Other income (expense) | 452 | 1 | % | (404) | (1) | % | 856 | N.M. | % | |||||||||
Income before income taxes | 7,233 | 10 | % | 7,585 | 10 | % | (352) | (5) | % | |||||||||
Income tax expense (benefit) | 2,078 | 3 | % | (14,714) | (21) | % | 16,792 | (114) | % | |||||||||
Net income | $ | 5,155 | 7 | % | $ | 22,299 | 31 | % | $ | (17,144) | (77) | % | ||||||
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Nine Months Ended | ||||||||||||||||||
September 30, | Change | |||||||||||||||||
(In thousands) | 2024 | 2023 | $ | % | ||||||||||||||
Condensed Consolidated Statement | % of | % of | ||||||||||||||||
of Operations Data: | revenue | revenue | ||||||||||||||||
Revenue | ||||||||||||||||||
Sales revenue | $ | 180,742 | 87 | % | $ | 171,459 | 87 | % | $ | 9,283 | 5 | % | ||||||
Rental revenue | 26,657 | 13 | % | 25,312 | 13 | % | 1,345 | 5 | % | |||||||||
Total revenue | 207,399 | 100 | % | 196,771 | 100 | % | 10,628 | 5 | % | |||||||||
Cost of revenue | ||||||||||||||||||
Cost of sales revenue | 46,810 | 23 | % | 48,523 | 24 | % | (1,713) | (4) | % | |||||||||
Cost of rental revenue | 8,270 | 4 | % | 9,122 | 5 | % | (852) | (9) | % | |||||||||
Total cost of revenue | 55,080 | 27 | % | 57,645 | 29 | % | (2,565) | (4) | % | |||||||||
Gross profit | ||||||||||||||||||
Gross profit - sales revenue | 133,932 | 64 | % | 122,936 | 63 | % | 10,996 | 9 | % | |||||||||
Gross profit - rental revenue | 18,387 | 9 | % | 16,190 | 8 | % | 2,197 | 14 | % | |||||||||
Gross profit | 152,319 | 73 | % | 139,126 | 71 | % | 13,193 | 9 | % | |||||||||
Operating expenses | ||||||||||||||||||
Sales and marketing | 82,803 | 40 | % | 80,538 | 41 | % | 2,265 | 3 | % | |||||||||
Research and development | 6,794 | 3 | % | 6,030 | 3 | % | 764 | 13 | % | |||||||||
Reimbursement, general and administrative | 51,158 | 24 | % | 46,874 | 24 | % | 4,284 | 9 | % | |||||||||
Intangible asset amortization and earn-out | 1,898 | 1 | % | (557) | — | % | 2,455 | N.M. | % | |||||||||
Total operating expenses | 142,653 | 68 | % | 132,885 | 68 | % | 9,768 | 7 | % | |||||||||
Income from operations | 9,666 | 5 | % | 6,241 | 3 | % | 3,425 | 55 | % | |||||||||
Other income (expense) | 832 | — | % | (2,235) | (1) | % | 3,067 | (137) | % | |||||||||
Income before income taxes | 10,498 | 5 | % | 4,006 | 2 | % | 6,492 | 162 | % | |||||||||
Income tax expense (benefit) | 3,254 | 2 | % | (16,307) | (8) | % | 19,561 | (120) | % | |||||||||
Net income | $ | 7,244 | 3 | % | $ | 20,313 | 10 | % | $ | (13,069) | (64) | % | ||||||
Revenue
Revenue increased $3.5 million, or 5%, to $73.1 million in the three months ended September 30, 2024, compared to $69.6 million in the three months ended September 30, 2023. The increase in total revenue was attributable to an increase of $2.8 million, or 4%, in sales and rentals of the lymphedema product line and an increase of $0.7 million, or 10%, in sales of the airway clearance product line in the three months ended September 30, 2024, compared to the three months ended September 30, 2023.
Revenue increased $10.6 million, or 5%, to $207.4 million in the nine months ended September 30, 2024, compared to $196.8 million in the nine months ended September 30, 2023. The increase in total revenue was attributable to an increase of $10.0 million, or 6%, in sales and rentals of the lymphedema product line, and an increase of $0.6 million, or 2%, in sales of the airway clearance product line in the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023.
The increase in the lymphedema product line revenue in each of the three and nine months ended September 30, 2024, was attributable to the growth of our field sales team and ongoing technology and workflow initiatives. The increase in the airway clearance product line revenue in the three and nine months ended September 30, 2024, was primarily attributable to the onboarding of a new DME partner in 2024.
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The following table summarizes our revenue by product line for the three and nine months ended September 30, 2024 and 2023, both in dollars and percentage of total revenue:
Three Months Ended | |||||||||||
September 30, | Change | ||||||||||
(In thousands) |
| 2024 | 2023 | $ | % | ||||||
Revenue | |||||||||||
Lymphedema products | $ | 65,282 | $ | 62,506 | $ | 2,776 | 4% | ||||
Airway clearance products | 7,811 | 7,080 | 731 | 10% | |||||||
Total | $ | 73,093 | $ | 69,586 | $ | 3,507 | 5% | ||||
Percentage of total revenue | |||||||||||
Lymphedema products |
| 89% |
| 90% |
| ||||||
Airway clearance products | 11% | 10% | |||||||||
Total |
| 100% |
| 100% |
| ||||||
Nine Months Ended | |||||||||||
September 30, | Change | ||||||||||
(In thousands) |
| 2024 | 2023 | $ | % | ||||||
Revenue | |||||||||||
Lymphedema products | $ | 182,278 | $ | 172,257 | $ | 10,021 | 6% | ||||
Airway clearance products | 25,121 | 24,514 | 607 | 2% | |||||||
Total | $ | 207,399 | $ | 196,771 | $ | 10,628 | 5% | ||||
Percentage of total revenues | |||||||||||
Lymphedema products |
| 88% |
| 88% |
| ||||||
Airway clearance products | 12% | 12% | |||||||||
Total |
| 100% |
| 100% |
| ||||||
Our business is affected by seasonality. In the first quarter of each year, when most patients have started a new insurance year and have not yet met their annual out-of-pocket payment obligations, we experience substantially reduced demand for our products. We typically experience higher revenue in the third and fourth quarters of the year when patients have met their annual insurance deductibles, thereby reducing their out-of-pocket costs for our products, and have an increasing desire to exhaust their flexible spending accounts at year end. This seasonality applies only to purchases and rentals of our products by patients covered by commercial insurance and is not relevant to Medicare, Medicaid or the Veterans Administration, as those payers either do not have plans that have declining deductibles over the course of the plan year and/or do not have plans that include patient deductibles for purchases or rentals of our products.
Cost of Revenue and Gross Margin
Cost of revenue decreased $1.9 million, or 9%, to $18.3 million in the three months ended September 30, 2024, compared to $20.2 million in the three months ended September 30, 2023. Cost of revenue decreased $2.6 million, or 4%, to $55.1 million in the nine months ended September 30, 2024, compared to $57.6 million in the nine months ended September 30, 2023. The decrease in cost of revenue in both periods was primarily attributable to lower manufacturing and warranty costs.
Gross margin was 75.0% and 70.9% in the three months ended September 30, 2024 and 2023, respectively, and 73.4% and 70.7% in the nine months ended September 30 2024 and 2023, respectively.
Sales and Marketing Expenses
Sales and marketing expenses increased $0.8 million, or 3%, to $26.8 million in the three months ended September 30, 2024, compared to $26.0 million in the three months ended September 30, 2023. The increase
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was primarily attributable to a $0.5 million increase in travel and entertainment expenses and a $0.4 million increase in personnel-related compensation expenses, partially offset by a decrease of $0.1 million in tradeshow related expenses.
Sales and marketing expenses increased $2.3 million, or 3%, to $82.8 million in the nine months ended September 30, 2024, compared to $80.5 million in the nine months ended September 30, 2023. The increase was primarily attributable to a $1.1 million increase in travel and entertainment expenses, a $0.7 million increase in personnel-related compensation expenses and a $0.5 million increase in meetings, seminars and tradeshow related expenses.
Research and Development Expenses
Research and development (“R&D”) expenses increased $0.5 million, or 23%, to $2.4 million in the three months ended September 30, 2024, compared to $2.0 million in the three months ended September 30, 2023. The increase was primarily attributable to a $0.4 million increase in professional fees and a $0.2 million increase in personnel-related compensation expenses, partially offset by a $0.1 million decrease in clinical study related expenses.
R&D expenses increased $0.8 million, or 13%, to $6.8 million in the nine months ended September 30, 2024, compared to $6.0 million in the nine months ended September 30, 2023. The increase was primarily attributable to a $0.5 million increase in professional fees, a $0.2 million increase in personnel-related compensation expenses, and a $0.1 million increase in clinical study related expenses.
Reimbursement, General and Administrative Expenses
Reimbursement, general and administrative expenses increased $1.7 million, or 10%, to $18.1 million in the three months ended September 30, 2024, compared to $16.5 million in the three months ended September 30, 2023. This increase was primarily attributable to a $1.2 million increase in personnel-related compensation expenses and a $0.9 million increase in IT related expenses, partially offset by a $0.4 million decrease in occupancy costs, depreciation expense and professional fees.
Reimbursement, general and administrative expenses increased $4.3 million, or 9%, to $51.2 million in the nine months ended September 30, 2024, compared to $46.9 million in the nine months ended September 30, 2023. This increase was primarily attributable to a $2.3 million increase in personnel-related compensation expenses, and a $2.0 million increase in IT related expenses.
Intangible Asset Amortization and Earn-out Expense
Intangible asset amortization and earn-out expense increased $3.7 million to an expense of $0.6 million in the three months ended September 30, 2024, compared to a benefit of $3.1 million in the three months ended September 30, 2023. The increase in expense was related to there being no earn-out expense in the three months ended September 30, 2024, as final payment under the AffloVest Acquisition earn-out arrangement was made on November 28, 2023, and therefore there was no change in fair value of an earn-out expense recorded in the three months ended September 30, 2024, compared to a decrease in the fair value of the earn-out expense of $3.7 million for the three months ended September 30, 2023, due to the lower than expected airway clearance product revenue.
Intangible asset amortization and earn-out expense increased $2.5 million to an expense of $1.9 million in the nine months ended September 30, 2024, compared to a benefit of $0.6 million in the nine months ended September 30, 2023. The increase was related to there being no earn-out expense in the nine months ended September 30, 2024, as final payment under the AffloVest Acquisition earn-out arrangement was made on November 28, 2023, and therefore there was no change in fair value of an earn-out expense recorded in the nine months ended September 30, 2024, compared to a decrease in the fair value of the earn-out expense of $2.5 million for the nine months ended September 30, 2023, due to the lower than expected airway clearance product revenue.
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Other Income (Expense), Net
We recorded other income, net of $0.5 million and other expense, net of $0.4 million for the three months ended September 30, 2024 and 2023, respectively. The primary drivers of the change were a decrease in interest expense of $0.4 million and an increase in interest income of $0.4 million.
We recorded other income, net of $0.8 million and other expense, net of $2.2 million for the nine months ended September 30, 2024 and 2023, respectively. The primary drivers of the change were a decrease in interest expense of $1.6 million and an increase in interest income of $1.4 million.
Income Taxes
We recorded income tax expense of $2.1 million and an income tax benefit $14.7 million for the three months ended September 30, 2024 and 2023, respectively. The primary driver of the change was the fact that we did not have a full valuation allowance on our deferred tax assets for the current year period, while in the prior year period there was a release of a valuation allowance to recognize the full value of our deferred tax assets.
We recorded an income tax expense of $3.3 million and an income tax benefit of $16.3 million for the nine months ended September 30, 2024 and 2023, respectively. The primary driver of the change was the fact that we did not have a full valuation allowance on our deferred tax assets for the current year period, while in the prior year period there was a release of a valuation allowance to recognize the full value of our deferred tax assets.
Liquidity and Capital Resources
Cash Flows
On September 30, 2024, our principal sources of liquidity were cash and cash equivalents of $82.1 million and net accounts receivable of $43.2 million. This compares to cash and cash equivalents of $66.0 million and net accounts receivable of $58.5 million at September 30, 2023.
The following table summarizes our cash flows for the periods indicated:
Nine Months Ended | ||||||
September 30, | ||||||
(In thousands) |
| 2024 |
| 2023 | ||
Net cash provided by (used in): | ||||||
Operating activities |
| $ | 24,322 | $ | 17,503 | |
Investing activities | (2,005) | (1,541) | ||||
Financing activities | (1,204) | 28,145 | ||||
Net increase in cash and cash equivalents |
| $ | 21,113 | $ | 44,107 | |
Operating Activities
Net cash provided by operating activities during the nine months ended September 30, 2024 was $24.3 million, resulting from non-cash net income adjustments of $11.0 million, net income of $7.2 million and a net increase in operating assets and liabilities of $6.1 million. The positive non-cash net income adjustments consisted primarily of $6.0 million of stock-based compensation expense and $5.1 million of depreciation. Cash provided relating to the change in operating assets and liabilities primarily consisted of a decrease in accounts receivable of $10.5 million, a decrease in inventories of $1.4 million and a $0.6 million increase in accounts payable, partially offset by a decrease in accrued payroll and related taxes of $3.7 million, an increase in prepaid
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expenses and other assets of $1.8 million, a decrease in income taxes payable of $0.8 million and a decrease in accrued expenses and other liabilities of $0.3 million.
Net cash provided by operating activities during the nine months ended September 30, 2023 was $17.5 million, resulting from net income of $20.3 million and a net increase in operating assets and liabilities of $9.9 million, which were partially offset by non-cash net income adjustments of $12.7 million. Cash provided relating to the change in operating assets and liabilities primarily consisted of a decrease in accounts receivable of $19.3 million and a decrease in net investment in leases of $2.5 million, partially offset by a decrease in accrued expenses of $5.5 million, a decrease in accounts payable of $3.6 million, a decrease in accrued payroll and related taxes of $2.3 million, and an increase in prepaid expenses and inventories of $0.7 million. The negative non-cash net loss adjustments consisted primarily of $20.7 million of deferred income taxes and a $2.5 million change in the fair value of earn-out liability, offset by $5.6 million of stock-based compensation expense and $4.9 million of depreciation and amortization expense.
Investing Activities
Net cash used in investing activities during the nine months ended September 30, 2024, was $2.0 million, consisting of purchases of property and equipment primarily related to tenant improvements, and patent costs.
Net cash used in investing activities during the nine months ended September 30, 2023, was $1.5 million, consisting of purchases of property and equipment, and patent costs.
Financing Activities
Net cash used in financing activities during the nine months ended September 30, 2024, was $1.2 million, primarily consisting of a $2.3 million payment made on our term loan, partially offset by $1.0 million in proceeds from the issuance of common stock under the ESPP.
Net cash provided by financing activities during the nine months ended September 30, 2023, was $28.1 million, primarily consisting of net proceeds from the offering of our common stock of $34.6 million and $1.0 million in proceeds from the issuance of common stock under the ESPP, partially offset by a payment of $5.0 million on the AffloVest earn-out and a $2.3 million payment made on our term loan.
Credit Agreement
On April 30, 2021, we entered into an Amended and Restated Credit Agreement (the “Restated Credit Agreement”) with the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent. The Restated Credit Agreement amended and restated in its entirety our prior credit agreement.
On September 8, 2021, we entered into a First Amendment Agreement (the “Amendment”), which amended the Restated Credit Agreement (as amended by the Amendment, the “Credit Agreement”) with the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent. The Amendment, among other things, added a $30.0 million incremental term loan to the $25.0 million revolving credit facility provided by the Restated Credit Agreement. The term loan is reflected on our condensed consolidated financial statements as a note payable. The Credit Agreement provides that, subject to satisfaction of certain conditions, we may increase the amount of the revolving loans available under the Credit Agreement and/or add one or more term loan facilities in an amount not to exceed $25.0 million in the aggregate, such that the total aggregate principal amount of loans available under the Credit Agreement (including under the revolving credit facility) does not exceed $80.0 million.
On September 8, 2021, in connection with the closing of the acquisition of the AffloVest business, we borrowed the $30.0 million term loan and utilized that borrowing, together with a draw of $25.0 million under the revolving credit facility and cash on hand, to fund the purchase price.
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On February 22, 2022, we entered into a Second Amendment Agreement (the “Second Amendment”), which further amends the Credit Agreement. The Second Amendment modified the maximum leverage ratio, the minimum fixed charge coverage ratio and the minimum consolidated EBITDA covenants under the Credit Agreement, and added a minimum liquidity covenant, through the quarter ended June 30, 2023. The Second Amendment also increased the applicable margin for LIBOR rate loans under the Credit Agreement during the period commencing on the date of the Second Amendment and ending on the last day of the fiscal quarter ending June 30, 2023. Pursuant to the Second Amendment, we made a mandatory principal prepayment of the term loan of $3.0 million on February 22, 2022.
On June 21, 2023, we entered into a Third Amendment Agreement (the “Third Amendment”) that replaced the interest rate benchmark under the Credit Agreement from LIBOR to the term Secured Overnight Financing Rate (“SOFR”). All tenors of term SOFR are subject to a credit spread adjustment of 0.10% (“Adjusted Term SOFR”).
On August 1, 2023, we entered into a Fourth Amendment Agreement (the “Fourth Amendment”), which further amended the Credit Agreement. The Fourth Amendment, among other things, decreased the commitment fees payable under the revolving credit facility and eliminated the temporary increase in the applicable margin for Adjusted Term SOFR loans. The Fourth Amendment also eliminated the liquidity financial covenant and modified the remaining financial covenants to reflect the termination of the temporary covenant relief period that was in place until June 30, 2023 pursuant to the Second Amendment. In addition, the Fourth Amendment provided for an additional term loan in the amount of $8.25 million, which we used for a paydown of the revolving credit facility. The Fourth Amendment also extended the maturity date of the term loans and revolving credit facility under the Credit Agreement from September 8, 2024 to August 1, 2026.
On November 1, 2024, we entered into a Fifth Amendment Agreement (the “Fifth Amendment”), which further amended the Credit Agreement. The Fifth Amendment permits the Company to make payments to repurchase shares of its common stock, as long as the Company is not in default before and after giving effect to such repurchases, and as long as such repurchases do not exceed $30.0 million.
On December 21, 2023, we made a payment of $16.8 million to repay in full the outstanding balance on the revolving credit facility.
As of September 30, 2024, we had outstanding borrowings of $27.0 million under the Credit Agreement, comprised entirely of the term loan. The principal of the term loan is required to be repaid in quarterly installments of $750,000.
For additional information regarding the Credit Agreement, including interest rates, fees and maturities, see Note 8 – “Credit Agreement” of the condensed consolidated financial statements contained in this report.
Share Repurchase Program
On October 30, 2024, our Board of Directors authorized a program to repurchase up to $30.0 million of common stock. Under the program, purchases may be made from time to time in the open market, in privately negotiated purchases, or both. The timing and number of shares to be purchased will be based on the price of our common stock, general business and market conditions and other investment considerations and factors. The share repurchase program expires on October 31, 2026. The program does not obligate us to repurchase any specific number of shares and may be suspended or discontinued at any time without prior notice. We intend to finance the share repurchase program with cash on hand.
Future Cash Requirements
For a discussion of our material estimated future cash requirements under our contractual obligations and commercial commitments, in total and disaggregated into current and long-term, see “Future Cash Requirements” included in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023. There have been no material changes since December 31, 2023.
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Adequacy of Resources
Our future cash requirements may vary significantly from those now planned and will depend on many factors, including:
| ● | the impacts of inflation, rising interest rates or a recession on our business; |
| ● | sales and marketing resources needed to further penetrate our market; |
| ● | expansion of our operations; |
| ● | response of competitors to our solutions and applications; |
| ● | costs associated with clinical research activities; |
| ● | increases in interest rates; |
| ● | labor shortages and wage inflation; |
| ● | component price inflation; |
| ● | costs to develop and implement new products; and |
| ● | use of capital for acquisitions or licenses, if any. |
Historically, we have experienced increases in our expenditures consistent with the growth in our revenue, operations and personnel, and we anticipate that our expenditures will continue to increase as we expand our business.
We believe our cash, cash equivalents and cash flows from operations will be sufficient to meet our working capital, capital expenditure, debt repayment and related interest, and other cash requirements for at least the next twelve months.
Inflation and changing prices did not have a material effect on our business during the quarter ended September 30, 2024, and we do not expect that inflation or changing prices will materially affect our business for at least the next twelve months.
Recent Accounting Pronouncements
Refer to Note 3 – “Summary of Significant Accounting Policies” of the condensed consolidated financial statements contained in this report for a description of recently issued accounting pronouncements that are applicable to our business.
Critical Accounting Estimates
Critical accounting estimates are those that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition and results of operations. For additional information, please see the discussion of our most critical accounting estimates under “Critical Accounting Estimates” in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
For a discussion on our market risks, see Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” included in our Annual Report on Form 10-K for the year ended December 31, 2023. There have been no material changes since December 31, 2023.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2024. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of September 30, 2024, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that occurred during the quarter ended September 30, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
Information pertaining to certain legal proceedings in which we are involved can be found in Note 9 – “Commitments and Contingencies” to our condensed consolidated financial statements included in Part I, Item 1 of this report and is incorporated herein by reference.
Item 1A. Risk Factors.
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, which could materially affect our business, financial condition or future results. There have been no material changes in our risk factors from those disclosed in that report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
Not applicable.
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Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Fifth Amendment to Credit Agreement
Because we are filing this Quarterly Report on Form 10-Q within four business days after the triggering event, we are making the following disclosure under this Item 5 instead of filing a Current Report on Form 8-K under Item 1.01, Entry into a Material Definitive Agreement and Item 2.03, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant:
On November 1, 2024, we entered into a Fifth Amendment Agreement (the “Fifth Amendment”), which amends the Amended and Restated Credit Agreement, dated as of April 30, 2021, as amended by the First Amendment Agreement dated as of September 8, 2021, the Second Amendment Agreement dated as of February 22, 2022, the Third Amendment Agreement dated as of June 21, 2023, and the Fourth Amendment Agreement dated as of August 1, 2023 (as further amended by the Fifth Amendment, the “Credit Agreement”), by and among us, the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent.
The Credit Agreement restricts the Company from making certain payments, including any payments to repurchase shares of its common stock. The Fifth Amendment provides for an exception to this restriction by permitting the Company to make payments to repurchase shares of its common stock, as long as the Company is not in default before and after giving effect to such repurchases, and as long as such repurchases do not exceed $30.0 million.
The foregoing description of the Fifth Amendment is a summary, does not purport to be complete, and is qualified in its entirety by reference to the Fifth Amendment, a copy of which is attached to this Quarterly Report on Form 10-Q as Exhibit 10.2 and is incorporated herein by reference.
Trading Arrangements
During the quarter ended September 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)
Item 6. Exhibits.
The exhibits filed as part of this Quarterly Report on Form 10-Q are set forth on the Exhibit Index below.
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EXHIBIT INDEX
Incorporated by Reference | ||||||||||
Exhibit |
| Exhibit |
| Filed | ||||||
Number | Description of Exhibit | Form |
| Date of Filing | Number | Herewith | ||||
3.1 | 10-Q | 08/05/2024 | 3.3 | |||||||
3.2 | 10-K | 02/21/2023 | 3.2 | |||||||
10.1 | X | |||||||||
10.2 | X | |||||||||
31.1 | X | |||||||||
31.2 | X | |||||||||
32.1 | X | |||||||||
32.2 | X | |||||||||
101.1 | Inline XBRL for the following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024: (i) Balance Sheets, (ii) Statements of Operations, (iii) Statements of Stockholders’ Equity, (iv) Statements of Cash Flows, and (v) Notes to the Condensed Consolidated Financial Statements; and for the information set forth in Part II, Item 5. | X | ||||||||
104.1 | Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.1) | X | ||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Tactile Systems Technology, Inc. | ||
Date: November 4, 2024 | By: | /s/ Elaine M. Birkemeyer | |
Elaine M. Birkemeyer | |||
Chief Financial Officer | |||
(Principal financial and accounting officer) | |||
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