HARVARD BIOSCIENCE INC 10-Q

Item 1. Financial Statements.   HARVARD BIOSCIENCE, INC. CONSOLIDATED BALANCE SHEETS   (Unaudited, in thousands, except share and per share data)         June 30, 2023     December 31, 2022   Assets                 Current assets:                 Cash and cash equivalents   $ 4,324     $ 4,508   Accounts receivable, net     16,903       16,705   Inventories     26,089       26,439   Other current assets     5,301       3,472   Total current assets     52,617       51,124   Property, plant and equipment, net     3,491       3,366   Operating lease right-of-use assets     5,253       5,816   Goodwill     56,771       56,260   Intangible assets, net     18,356       21,014   Other long-term assets     6,411       7,780   Total assets   $ 142,899     $ 145,360   Liabilities and Stockholders' Equity                 Current liabilities:                 Current portion of long-term debt   $ 3,220     $ 3,811   Current portion of operating lease liabilities     2,125       2,135   Accounts payable     4,716       6,447   Deferred revenue     3,835       3,370   Other current liabilities     9,046       7,486   Total current liabilities     22,942       23,249   Long-term debt, net     38,203       43,013   Deferred tax liability     667       590   Operating lease liabilities     4,653       5,282   Other long-term liabilities     1,046       1,006   Total liabilities     67,511       73,140   Commitments and contingencies - Note 13                     Stockholders' equity:                 Preferred stock, par value $ 0.01 per share, 5,000,000 shares authorized     -       -   Common stock, par value $ 0.01 per share, 80,000,000 shares authorized: 42,688,246 shares issued and outstanding at June 30, 2023; 42,081,707 shares issued and outstanding at December 31, 2022     457       454   Additional paid-in-capital     231,533       229,008   Accumulated deficit     ( 142,548 )     ( 142,190 ) Accumulated other comprehensive loss     ( 14,054 )     ( 15,052 ) Total stockholders' equity     75,388       72,220   Total liabilities and stockholders' equity   $ 142,899     $ 145,360     See accompanying notes to condensed consolidated financial statements.   3 Table of Contents     HARVARD BIOSCIENCE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited, in thousands, except per share data)         Three Months Ended June 30,     Six Months Ended June 30,       2023     2022     2023     2022                                     Revenues   $ 28,759     $ 29,208     $ 58,734     $ 57,986   Cost of revenues     12,086       12,571       23,715       25,172   Gross profit     16,673       16,637       35,019       32,814                                     Sales and marketing expenses     6,178       6,587       12,156       13,274   General and administrative expenses     5,353       5,981       11,687       12,306   Research and development expenses     2,957       3,497       5,854       6,717   Amortization of intangible assets     1,389       1,454       2,777       2,920   Litigation settlement - Note 14     -       ( 4,880 )     -       311   Total operating expenses     15,877       12,639       32,474       35,528                                     Operating income (loss)     796       3,998       2,545       ( 2,714 )                                   Other expense:                                 Unrealized loss on equity securities - Note 14     ( 1,581 )     -       ( 1,581 )     -   Interest expense     ( 941 )     ( 515 )     ( 1,915 )     ( 899 ) Other (expense) income, net     ( 372 )     ( 62 )     60       16   Total other expense     ( 2,894 )     ( 577 )     ( 3,436 )     ( 883 )                                   (Loss) income before income taxes     ( 2,098 )     3,421       ( 891 )     ( 3,597 ) Income tax (benefit) expense     ( 1,118 )     986       ( 533 )     848   Net (loss) income   $ ( 980 )   $ 2,435     $ ( 358 )   $ ( 4,445 )                                   (Loss) income per share:                                 Basic (loss) income per share   $ ( 0.02 )   $ 0.06     $ ( 0.01 )   $ ( 0.11 )                                   Diluted (loss) income per share   $ ( 0.02 )   $ 0.06     $ ( 0.01 )   $ ( 0.11 )                                   Weighted-average common shares:                                 Basic     42,354       41,304       42,204       41,256                                     Diluted     42,354       42,560       42,204       41,256     See accompanying notes to condensed consolidated financial statements.   4 Table of Contents     HARVARD BIOSCIENCE, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited, in thousands)       Three Months Ended June 30,     Six Months Ended June 30,       2023     2022     2023     2022                                     Net (loss) income   $ ( 980 )   $ 2,435     $ ( 358 )   $ ( 4,445 ) Other comprehensive income (loss):                                 Foreign currency translation adjustments     152       ( 2,517 )     989       ( 3,216 ) Derivatives qualifying as hedges, net of tax     449       -       9       -   Other comprehensive income (loss)     601       ( 2,517 )     998       ( 3,216 ) Comprehensive (loss) income   $ ( 379 )   $ ( 82 )   $ 640     $ ( 7,661 )   See accompanying notes to condensed consolidated financial statements.           5 Table of Contents     HARVARD BIOSCIENCE, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited, in thousands)                                       Accumulated           Three Months Ended   Number             Additional             Other     Total   June 30, 2023   of Shares     Common     Paid-in     Accumulated     Comprehensive     Stockholders ’       Issued     Stock     Capital     Deficit     Loss     Equity   Balance at March 31, 2023     42,190     $ 455     $ 230,108     $ ( 141,568 )   $ ( 14,655 )   $ 74,340   Stock option exercises     173       2       403       -       -       405   Stock purchase plan     91       -       215       -       -       215   Vesting of restricted stock units     287       -       -       -       -       -   Shares withheld for taxes     ( 54 )     -       ( 295 )     -       -       ( 295 ) Stock-based compensation expense     -       -       1,102       -       -       1,102   Net loss     -       -       -       ( 980 )     -       ( 980 ) Other comprehensive income     -       -       -       -       601       601   Balance at June 30, 2023     42,687     $ 457     $ 231,533     $ ( 142,548 )   $ ( 14,054 )   $ 75,388                                         Accumulated           Three Months Ended   Number             Additional             Other     Total   June 30, 2022   of Shares     Common     Paid-in     Accumulated     Comprehensive     Stockholders ’       Issued     Stock     Capital     Deficit     Loss     Equity   Balance at March 31, 2022     41,241     $ 452     $ 226,203     $ ( 139,554 )   $ ( 10,726 )   $ 76,375   Stock option exercises     5       1       11       -       -       12   Stock purchase plan     78       -       239       -       -       239   Vesting of restricted stock units     244       -       -       -       -       -   Shares withheld for taxes     ( 68 )     -       ( 279 )     -       -       ( 279 ) Stock-based compensation expense     -       -       1,239       -       -       1,239   Net income     -       -       -       2,435       -       2,435   Other comprehensive loss     -       -       -       -       ( 2,517 )     ( 2,517 ) Balance at June 30, 2022     41,500     $ 453     $ 227,413     $ ( 137,119 )   $ ( 13,243 )   $ 77,504                                         Accumulated           Six Months Ended   Number             Additional             Other     Total   June 30, 2023   of Shares     Common     Paid-in     Accumulated     Comprehensive     Stockholders ’       Issued     Stock     Capital     Deficit     Loss     Equity   Balance at December 31, 2022     42,082     $ 454     $ 229,008     $ ( 142,190 )   $ ( 15,052 )   $ 72,220   Stock option exercises     212       3       506       -       -       509   Stock purchase plan     91       -       215       -       -       215   Vesting of restricted stock units     412       -       -       -       -       -   Shares withheld for taxes     ( 110 )     -       ( 451 )     -       -       ( 451 ) Stock-based compensation expense     -       -       2,255       -       -       2,255   Net loss     -       -       -       ( 358 )     -       ( 358 ) Other comprehensive income     -       -       -       -       998       998   Balance at June 30, 2023     42,687     $ 457     $ 231,533     $ ( 142,548 )   $ ( 14,054 )   $ 75,388                                         Accumulated           Six Months Ended   Number             Additional             Other     Total   June 30, 2022   of Shares     Common     Paid-in     Accumulated     Comprehensive     Stockholders ’       Issued     Stock     Capital     Deficit     Loss     Equity   Balance at December 31, 2021     41,143     $ 452     $ 225,650     $ ( 132,674 )   $ ( 10,027 )   $ 83,401   Stock option exercises     16       1       42       -       -       43   Stock purchase plan     78       -       239       -       -       239   Vesting of restricted stock units     395       -       -       -       -       -   Shares withheld for taxes     ( 132 )     -       ( 780 )     -       -       ( 780 ) Stock-based compensation expense     -       -       2,262       -       -       2,262   Net loss     -       -       -       ( 4,445 )     -       ( 4,445 ) Other comprehensive loss     -       -       -       -       ( 3,216 )     ( 3,216 ) Balance at June 30, 2022     41,500     $ 453     $ 227,413     $ ( 137,119 )   $ ( 13,243 )   $ 77,504     See accompanying notes to condensed consolidated financial statements.   6 Table of Contents     HARVARD BIOSCIENCE, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited, in thousands)       Six Months Ended June 30,       2023     2022   Cash flows from operating activities:                 Net loss   $ ( 358 )   $ ( 4,445 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities:                 Depreciation     665       758   Amortization of intangible assets     2,777       2,920   Amortization of deferred financing costs     140       140   Stock-based compensation expense     2,255       2,262   Deferred income taxes and other     86       1,040   Unrealized loss on equity securities - Note 14     1,581       -   Convertible Preferred Stock received in Biostage Settlement - Note 14     -       ( 3,900 ) Gain on sale of product line     ( 403 )     -   Changes in operating assets and liabilities:                 Accounts receivable     ( 68 )     3,587   Inventories     398       ( 2,667 ) Other assets     ( 1,268 )     ( 250 ) Accounts payable and accrued expenses     ( 270 )     ( 435 ) Deferred revenue     445       ( 611 ) Other liabilities     ( 616 )     ( 575 ) Net cash provided by (used in) operating activities     5,364       ( 2,176 ) Cash flows from investing activities:                 Additions to property, plant and equipment     ( 741 )     ( 913 ) Acquisition of intangible assets     ( 108 )     -   Proceeds from sale of product line     512       -   Net cash used in investing activities     ( 337 )     ( 913 ) Cash flows from financing activities:                 Borrowing from revolving line of credit     2,500       5,300   Repayment of revolving line of credit     ( 5,450 )     ( 3,600 ) Repayment of term debt     ( 2,591 )     ( 1,686 ) Proceeds from exercise of stock options and employee stock purchase plan     724       282   Taxes paid related to net share settlement of equity awards     ( 451 )     ( 780 ) Net cash used in financing activities     ( 5,268 )     ( 484 ) Effect of exchange rate changes on cash     57       11   Decrease in cash and cash equivalents     ( 184 )     ( 3,562 ) Cash and cash equivalents at beginning of period     4,508       7,821   Cash and cash equivalents at end of period   $ 4,324     $ 4,259   Supplemental disclosures of cash flow information:           Cash paid for interest   $ 2,148     $ 845   Cash paid for income taxes, net of refunds   $ 115     $ 352     See accompanying notes to condensed consolidated financial statements.   7 Table of Contents   NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS     1. Basis of Presentation and Summary of Significant Accounting Policies, and Risks and Uncertainties   Basis of Presentation and Summary of Significant Accounting Policies   The unaudited consolidated financial statements of Harvard Bioscience, Inc. and its wholly-owned subsidiaries (collectively, the “Company”) as of June 30, 2023 and for the three and six months ended June 30, 2023 and 2022, have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. The December 31, 2022, consolidated balance sheet was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10 -K for the fiscal year ended December 31, 2022.   In the opinion of management, all adjustments, which include normal recurring adjustments necessary to present a fair statement of financial position as of June 30, 2023, results of operations and comprehensive income (loss) and cash flows for the three and six months ended June 30, 2023 and 2022, as applicable, have been made. The results of operations for the three and six months ended June 30, 2023, are not necessarily indicative of the operating results for the full fiscal year or any future periods.   The accounting policies underlying the accompanying unaudited consolidated financial statements are set forth in Note 2 to the consolidated financial statements included in the Company’s Annual Report on Form 10 -K for the year ended December 31, 2022. Except as described below, there have been no material changes in the Company’s significant accounting policies during the three and six months ended June 30, 2023.   Marketable Equity Securities   Equity securities traded in active markets are marked to market at each balance sheet date based on their prices as quoted on the relevant stock exchange. Fair value mark-to-market adjustments are recorded as non-operating gains (losses) in the consolidated statement of operations. The Company’s investments in marketable equity securities are classified in the consolidated balance sheet based on the nature of the securities and their availability for use in current operations.   Risks and Uncertainties   The global supply chain has experienced significant disruptions over the last few years due to electronic component and labor shortages and other macroeconomic factors which have emerged since the onset of COVID- 19. This has led to increased cost of freight, purchased materials, and manufacturing labor costs, while also delaying customer shipments. Additionally, the global economy has recently experienced increasing economic uncertainty, including inflationary pressure, rising interest rates, and significant fluctuations in exchange rates. These conditions have negatively impacted the Company’s past business, results of operations, and cash flow. The Company believes that these global economic uncertainties will continue through 2023. If these factors are prolonged or are more severe than anticipated, the Company’s business, results of operations, and cash flow may be materially impacted.     2. Recently   Issued Accounting Pronouncements   In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017 - 04, Intangibles — Goodwill and Other (Topic 350 ): Simplifying the Test for Goodwill Impairment (“ASU 2017 - 04” ), which eliminates the performance of Step 2 from the goodwill impairment test. In performing its annual or interim impairment testing, an entity will instead compare the fair value of the reporting unit with its carrying amount and recognize any impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Additionally, an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss. The Company adopted ASU 2016 - 13 effective January 1, 2023 with no impact to the consolidated financial statements. The Company will perform future goodwill impairment test according to ASU 2017 - 04.   In September 2016, the FASB issued ASU No. 2016 - 13, Financial Instruments — Credit Losses (Topic 326 ): Measurement of Credit Losses on Financial Instruments (“ASU 2016 - 13” ), which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. The FASB issued several ASUs after ASU 2016 - 13 to clarify implementation guidance and to provide transition relief for certain entities. The Company adopted ASU 2016 - 13 effective January 1, 2023, which resulted in an immaterial impact to the consolidated financial statements.     8 Table of Contents     3. Goodwill and Intangible Assets   The change in the carrying amount of goodwill for the six months ended June 30, 2023 is as follows:   (in thousands)         Carrying amount at December 31, 2022   $ 56,260   Effect of change in currency translation     511   Carrying amount at June 30, 2023   $ 56,771     Identifiable intangible assets at June 30, 2023 and December 31, 2022 consist of the following:               June 30, 2023     December 31, 2022   (in thousands)     Average             Accumulated                     Accumulated           Amortizable intangible assets:     Life*     Gross     Amortization     Net     Gross     Amortization     Net   Distribution agreements/customer relationships     7     $ 16,185     $ ( 9,323 )   $ 6,862     $ 16,124     $ ( 8,727 )   $ 7,397   Existing technology and software development     3       37,512       ( 28,140 )     9,372       37,549       ( 26,482 )     11,067   Trade names and patents     3       7,539       ( 5,619 )     1,920       7,523       ( 5,197 )     2,326   Total amortizable intangible assets           $ 61,236     $ ( 43,082 )   $ 18,154     $ 61,196     $ ( 40,406 )   $ 20,790   Indefinite-lived intangible assets:                             202                       224   Total intangible assets                           $ 18,356                     $ 21,014     *Weighted average life in years as of June 30, 2023   Intangible asset amortization expense was $ 1.4 million and $ 1.5 million for the three months ended June 30, 2023 and 2022, respectively, and $ 2.8 million and $ 2.9 million for the six months ended June 30, 2023 and 2022, respectively. Estimated amortization expense of existing amortizable intangible assets for each of the five succeeding years and thereafter as of June 30, 2023, is as follows:   (in thousands)         2023 (remainder of the year)   $ 2,777   2024     5,255   2025     4,024   2026     2,363   2027     1,266   2028     1,127   Thereafter     1,342   Total   $ 18,154       4. Balance Sheet Information   The following tables provide details of selected balance sheet items as of the periods indicated:   Inventories:                 (in thousands)   June 30, 2023     December 31, 2022   Finished goods   $ 5,748     $ 5,223   Work in process     4,607       3,776   Raw materials     15,734       17,440   Total   $ 26,089     $ 26,439     9 Table of Contents   Other Current Liabilities:                 (in thousands)   June 30, 2023     December 31, 2022   Compensation   $ 3,796     $ 3,476   Professional fees     552       392   Warranty costs     301       268   Customer credits     2,664       2,368   Accrued income taxes     398       -   Other     1,335       982   Total   $ 9,046     $ 7,486       5. Leases   The Company has noncancelable operating leases for offices, manufacturing facilities, warehouse space, automobiles and equipment expiring at various dates through 2030.   The components of lease expense for the three and six months ended June 30, 2023 and 2022, are as follows:       Three Months Ended June 30,     Six Months Ended June 30,   (in thousands)   2023     2022     2023     2022   Operating lease cost   $ 483     $ 493     $ 1,026     $ 997   Short-term lease cost     64       58       131       122   Sublease income     ( 26 )     ( 26 )     ( 51 )     ( 51 ) Total lease cost   $ 521     $ 525     $ 1,106     $ 1,068     Supplemental cash flow information related to the Company's operating leases is as follows:        Six Months Ended June 30,   (in thousands)   2023     2022   Cash paid for amounts included in the measurement of lease liabilities:   $ 1,201     $ 1,173   Right-of-use assets obtained in exchange for lease obligations:   $ 95     $ 65     Supplemental balance sheet information related to the Company’s operating leases are as follows:   (in thousands)   June 30, 2023     December 31, 2022   Operating lease right-of-use assets   $ 5,253     $ 5,816                     Current portion, operating lease liabilities   $ 2,125     $ 2,135   Operating lease liabilities, long-term     4,653       5,282   Total operating lease liabilities   $ 6,778     $ 7,417                     Weighted average remaining lease term (years)     6.0       6.2   Weighted average discount rate     9.3 %     9.4 %   10 Table of Contents   Future minimum lease payments for operating leases, with initial terms in excess of one year at June 30, 2023, are as follows:   Year Ending December 31,         (in thousands)         2023 (remainder of the year)   $ 1,075   2024     1,831   2025     1,096   2026     1,047   2027     1,042   Thereafter     2,964   Total lease payments     9,055   Less imputed interest     ( 2,277 ) Total operating lease liabilities   $ 6,778       6. Long-Term Debt   As of June 30, 2023 and December 31, 2022, the Company’s borrowings are as follows:   (in thousands)   June 30, 2023     December 31, 2022   Long-term debt:                 Term loan   $ 32,223     $ 34,814   Revolving line     9,900       12,850   Less: unamortized deferred financing costs     ( 700 )     ( 840 ) Total debt     41,423       46,824   Less: current portion of long-term debt     ( 3,500 )     ( 4,091 ) Current unamortized deferred financing costs     280       280   Long-term debt   $ 38,203     $ 43,013     In December, 2020, the Company entered into a Credit Agreement (the “Credit Agreement”) with Citizens Bank, N.A., Wells Fargo Bank, National Association, and Silicon Valley Bank (together, the “Lenders”). All commitments and obligations under the Credit Agreement previously held by Silicon Valley Bank have now been assumed by First-Citizens Bank & Trust Company. The Credit Agreement provides for a term loan of $ 40.0 million and a $ 25.0 million senior revolving credit facility (including a $ 10.0 million sub-facility for the issuance of letters of credit and a $ 10.0 million swingline loan sub facility) (collectively, the “Credit Facility”). The Company’s obligations under the Credit Agreement are guaranteed by certain of the Company’s direct, domestic wholly-owned subsidiaries; none of the Company’s direct or indirect foreign subsidiaries has guaranteed the Credit Facility. The Company’s obligations under the Credit Agreement are secured by substantially all of the assets of Harvard Bioscience, Inc., and each guarantor (including all or a portion of the equity interests in certain of the Company’s domestic and foreign subsidiaries). The Credit Facility matures on December 22, 2025. Issuance costs of $ 1.4 million are amortized over the contractual term to maturity date on a straight-line basis, which approximates the effective interest method. Available and unused borrowing capacity under the revolving line of credit was $ 12.4 million as of June 30, 2023 based on the Credit Agreement, as amended. Total revolver borrowing capacity is limited by the consolidated net leverage ratio as defined under the amended Credit Agreement.   Borrowings under the amended Credit Facility will, at the option of the Company, bear interest at either (i) a rate per annum based on the Secured Overnight Financing Rate (“SOFR”) for an interest period of one, two, three or six months, plus an applicable interest rate margin determined as provided in the Credit Agreement, as amended (a “SOFR Loan”), or (ii) an alternative base rate plus an applicable interest rate margin, each as determined as provided in the Credit Agreement (an “ABR Loan”). SOFR interest under the Credit Agreement is subject to applicable market rates and a floor of 0.50 %. The alternative base rate is based on the Citizens Bank prime rate or the federal funds effective rate of the Federal Reserve Bank of New York and is subject to a floor of 1.0 %. The applicable interest rate margin varies from 2.0 % per annum to 3.25 % per annum for SOFR Loans, and from 1.5 % per annum to 3.0 % per annum for ABR Loans, in each case depending on the Company’s consolidated leverage ratio and is determined in accordance with a pricing grid set forth in the Credit Agreement. Interest on SOFR Loans is payable in arrears on the last day of each applicable interest period, and interest on ABR Loans is payable in arrears at the end of each calendar quarter. There are no prepayment penalties in the event the Company elects to prepay and terminate the Credit Facility prior to its scheduled maturity date, subject to SOFR Loan breakage and redeployment costs in certain circumstances.   11 Table of Contents   The effective interest rate on the Company borrowings for the three months ended June 30, 2023 and 2022, was 8.3 % and 4.0 %, respectively, and for the six months ended June 30, 2023 and 2022, was 8.1 % and 3.6 %, respectively. The weighted average interest rate as of June 30, 2023, inclusive of the effect of the Company’s interest rate swaps, was 8.1 %. The carrying value of the debt approximates fair value because the interest rate under the obligation approximates market rates of interest available to the Company for similar instruments.   The term loan amortizes in quarterly installments of $ 0.75 million per quarter for each of the next two quarters and $ 1.0 million per quarter during the next seven quarters thereafter, with a balloon payment at maturity. Furthermore, within ninety days after the end of the Company’s fiscal year, the term loan may be permanently reduced pursuant to certain mandatory prepayment events including an annual “excess cash flow sweep” of 50 % of the consolidated excess cash flow, as defined in the agreement; provided that, in any fiscal year, any voluntary prepayments of the term loans shall be credited against the Company’s “excess cash flow” prepayment obligations on a dollar-for-dollar basis for such fiscal year. As of December 31, 2022, the current portion of long-term debt included an excess cash flow sweep of $ 1.1 million which was paid during the quarter ended March 31, 2023. Amounts outstanding under the revolving credit facility can be repaid at any time but are due in full at maturity.   The Credit Agreement, as amended, includes customary affirmative, negative, and financial covenants binding on the Company. The negative covenants limit the ability of the Company, among other things, to incur debt, incur liens, make investments, sell assets and pay dividends on its capital stock. The financial covenants include a maximum consolidated net leverage ratio and a minimum consolidated fixed charge coverage ratio. The Credit Agreement, as amended, also includes customary events of default.   On April 28, 2022, the Company entered into an amendment to the Credit Agreement (the “April 2022 Amendment”) pursuant to which the Lenders and administrative agent, among other things, modified the financial covenant relating to the consolidated net leverage ratio, and consented to the Biostage Settlement (as defined below), including without limitation the receipt by the Company of convertible preferred stock in Biostage, Inc. (“Biostage”) and the securities issuable upon conversion thereof, as partial payment for Biostage’s indemnification obligations in connection with the Biostage Settlement. See Note 13 for information regarding the Biostage Settlement. In consideration for the April 2022 Amendment, the Company paid fees of $ 0.2 million to the Lenders and administrative agent.   On November 8, 2022, the Company entered into a subsequent amendment to the Credit Agreement (the “November 2022 Amendment”) pursuant to which, among other things the Lenders and administrative agent modified the financial covenant relating to the consolidated net leverage ratio, and the definition of Consolidated EBITDA used in the calculation of certain financial covenants, including to exclude non-cash inventory charges related to the Company’s decision to discontinue non-strategic products. In consideration for the November 2022 Amendment, the Company paid fees of $ 0.2 million to the Lenders and administrative agent. The Company was in compliance with the covenants of the Credit Agreement, as amended, as of June 30, 2023.     7. Derivatives   The Company monitors interest rate risk attributable to both its outstanding and forecasted debt obligations by the use of cash flow sensitivity analysis, which estimates the expected impact of changes in interest rates on the Company’s future cash. The Company uses interest-rate-related derivative instruments to manage its exposure related to changes in interest rates on its variable-rate debt instruments. The Company does not enter into derivative instruments for any purpose other than cash flow hedging.   By using derivative financial instruments to hedge exposure to changes in interest rates, the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk for the Company. When the fair value of a derivative contract is negative, the Company owes the counterparty and, therefore, the Company is not exposed to the counterparty’s credit risk in those circumstances. The Company minimizes counterparty credit risk in derivative instruments by entering into transactions with carefully selected major financial institutions based upon their credit profile.   Market risk is the adverse effect on the value of a derivative instrument that results from a change in interest rates. The market risk associated with interest-rate contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. The Company monitors interest rate risk attributable to both its outstanding and forecasted debt obligations by the use of cash flow sensitivity analysis, which estimates the expected impact of changes in interest rates on the Company’s future cash flows.   12 Table of Contents   On February 28, 2023, the Company entered into an interest rate swap contract to improve the predictability of cash flows from interest payments related to its variable, SOFR-based debt. The swap contract has a notional amount of $ 30.3 million as of June 30, 2023 and matures on December 22, 2025. This swap contract effectively converts the SOFR-based variable portion of the interest payable under the Credit Agreement into fixed-rate debt at an annual rate of 4.75 %. The swap contract does not impact the additional interest related to the applicable interest rate margin as discussed above in Note 6, Long-Term Debt. The interest rate swap is considered an effective cash flow hedge, and as a result, the net gains or losses on such instrument are reported as a component of other comprehensive income (loss) (“OCI”) in the consolidated financial statements and are reclassified as net income when the underlying hedged interest impacts earnings. A qualitative and quantitative assessment over the hedge effectiveness is performed on a quarterly basis unless facts and circumstances indicate that the hedge may no longer be highly effective.   The following table presents the notional amount and fair value of the Company’s derivative instrument as of June 30, 2023:   (in thousands)   June 30, 2023   Derivatives instruments   Balance sheet classification   Notional Amount     Fair Value (a)   Interest rate swap   Other long term assets   $ 30,336     $ 9     (a) See Note 8 for the fair value measurements related to this financial instrument.   The following table summarizes the effect of derivatives designated as cash flow hedging instruments for the three and six months ended June 30, 2023:       Three Months Ended     Six Months Ended   Derivatives in Hedging Relationships (in thousands)   June 30, 2023     June 30, 2023   Amount of gain recognized in OCI on derivatives (effective portion)   $ 475     $ 35   Amounts reclassifed from accumulated other comprehensive loss to interest expense     ( 26 )     ( 26 ) Total   $ 449     $ 9       8. Fair Value Measurements   The following tables present the fair value hierarchy for those assets or liabilities measured at fair value on a recurring basis:       Fair Value as of June 30, 2023   Assets (in thousands)   Level 1     Level 2     Level 3     Total   Equity securities - common stock   $ 2,579     $ -     $ -     $ 2,579   Interest rate swap agreements   $ -     $ 9     $ -     $ 9     The Company uses the market approach technique to value its financial assets and liabilities. The Company’s financial assets and liabilities carried at fair value include, when applicable, investments in common stock and derivative instruments used to hedge the Company’s interest rate risks. The fair value of the Company’s investment in common stock of Biostage was based on the closing price as quoted on the OTCQB Marketplace at the reporting date. The fair value of the Company’s interest rate swap agreements was based on SOFR yield curves at the reporting date.   13 Table of Contents     9. Capital Stock and Stock-Based Compensation   Stock-Based Payment Awards   Stock-based awards consist of stock options, time-based restricted stock units, market condition restricted stock units, and shares issued under the Company’s employee stock purchase plan. Activity under the Company’s equity incentive plans for the six months ended June 30, 2023 is as follows:               Weighted                       Market                     Average                     Condition               Stock     Exercise     Restricted     Grant Date     Restricted     Grant Date       Options     Price     Stock Units     Fair Value     Stock Units     Fair Value   Outstanding at December 31, 2022     1,238,776     $ 3.15       1,093,801     $ 3.94       646,235     $ 4.51   Granted     -       -       1,296,379       2.81       558,958       2.61   Exercised     ( 213,644 )     2.38       -       -       -       -   Vested (RSUs)     -       -       ( 295,531 )     2.97       ( 115,976 )     2.98   Cancelled/Forfeited     ( 99,483 )     2.45       ( 54,396 )     4.31       ( 87,138 )     4.64   Outstanding at June 30, 2023     925,649     $ 3.37       2,040,253     $ 3.35       1,002,079     $ 3.62     Stock-based compensation expense for the three and six months ended June 30, 2023 and 2022 is allocated as follows:       Three Months Ended June 30,     Six Months Ended June 30,   (in thousands)   2023     2022     2023     2022   Cost of revenues   $ 95     $ 52     $ 164     $ 88   Sales and marketing expenses     195       192       340       346   General and administrative expenses     704       923       1,573       1,714   Research and development expenses     108       72       178       114   Total stock-based compensation expenses   $ 1,102     $ 1,239     $ 2,255     $ 2,262     As of June 30, 2023, the total compensation costs related to unvested awards not yet recognized is $ 7.4 million and the weighted average period over which it is expected to be recognized is approximately 1.9 years. The Company did not capitalize any stock-based compensation.   The weighted average estimated fair value of the market condition restricted stock awards that were granted during the six months ended June 30, 2023 was $ 2.61 per unit. The estimate of the fair value was determined using a Monte-Carlo valuation simulation, which included the following assumptions:           Volatility     56.8 % Risk-free interest rate     4.6 % Correlation coefficient     41.7 % Dividend yield     - %   14 Table of Contents   Earnings (Loss) Per Share   Basic earnings (loss) per share (EPS) is calculated by dividing net income (loss) by the number of weighted average shares of common stock outstanding during the period. The calculation of diluted earnings per share assumes conversion of stock options and restricted stock units into common stock using the treasury method. The weighted average number of shares used to compute basic and diluted EPS consisted of the following:       Three Months Ended June 30,     Six Months Ended June 30,   (in thousands, except per share data)   2023     2022     2023     2022   Net (loss) income available to common stockholders   $ ( 980 )   $ 2,435     $ ( 358 )   $ ( 4,445 ) Weighted average shares outstanding - basic     42,354       41,304       42,204       41,256   Dilutive effect of equity awards     -       1,256       -       -   Weighted average shares outstanding - diluted     42,354       42,560       42,204       41,256   Basic (loss) earnings per share   $ ( 0.02 )   $ 0.06     $ ( 0.01 )   $ ( 0.11 ) Diluted (loss) earnings per share   $ ( 0.02 )   $ 0.06     $ ( 0.01 )   $ ( 0.11 ) Shares excluded from diluted (loss) income per share  due to their anti-dilutive effect     4,286       910       3,795       3,717       10. Revenues   The following tables represent a disaggregation of revenue from contracts with customers for the three and six months ended June 30, 2023 and 2022:       Three Months Ended June 30,     Six Months Ended June 30,   (in thousands)   2023     2022     2023     2022   Instruments, equipment, software and accessories   $ 27,268     $ 27,765     $ 55,761     $ 55,303   Service, maintenance and warranty contracts     1,491       1,443       2,973       2,683   Total revenues   $ 28,759     $ 29,208     $ 58,734     $ 57,986     The following tables represent a disaggregation of revenue by geographic destination for the three and six months ended June 30, 2023 and 2022:       Three Months Ended June 30,     Six Months Ended June 30,   (in thousands)   2023     2022     2023     2022   United States   $ 12,336     $ 14,075     $ 24,638     $ 26,314   Europe     9,332       7,194       16,773       15,017   Greater China     4,136       3,396       10,335       7,127   Rest of the world     2,955       4,543       6,988       9,528   Total revenues   $ 28,759     $ 29,208     $ 58,734     $ 57,986     Concentrations   No customer accounts for more than 10% of revenues for the three and six months ended June 30, 2023 and 2022. At June 30, 2023 and December 21, 2022, no customer accounts for more than 10% of net accounts receivable.   Deferred Revenue   The following tables provide details of deferred revenue as of the periods indicated:   (in thousands)   June 30, 2023     December 31, 2022   Service contracts   $ 2,327     $ 1,530   Customer advances     1,508       1,840   Total deferred revenue   $ 3,835     $ 3,370     During each of the three months ended June 30, 2023 and 2022, the Company recognized revenue of $ 0.6 million from deferred revenue existing at December 31, 2022 and 2021, respectively. During the six months ended June 30, 2023 and 2022, the Company recognized revenue of $ 1.6 million and $ 1.3 million from deferred revenue existing at December 31, 2022 and 2021, respectively.   15 Table of Contents   Allowance for Expected Credit Losses on Receivables   The allowance for expected credit losses on receivables is used to present accounts receivable, net at an amount that represents the Company’s estimate of the related transaction price recognized as revenue. The allowance represents an estimate of expected credit losses over the lifetime of the receivables, even if the loss is considered remote, and reflects expected recoveries of amounts previously written-off. The Company estimates the allowance on the basis of specifically identified receivables that are evaluated individually for impairment and an analysis of the remaining receivables determined by reference to past default experience. The Company considers the need to adjust historical information to reflect the extent to which current conditions and reasonable forecasts are expected to differ from the conditions that existed for the historical period considered. Losses on receivables have not historically been significant.   Management judgments are used to determine when to charge off uncollectible trade accounts receivable. The Company bases these judgments on the age of the receivable, credit quality of the customer, current economic conditions, and other factors that may affect a customer’s ability and intent to pay. Customers are generally not required to provide collateral for purchases.   Activity in the allowance for expected losses on receivables is as follows:       Six Months Ended June 30,   (in thousands)   2023     2022   Balance, beginning of period   $ 191     $ 136   Provision for bad debts     18       107   Charge-offs and other     ( 55 )     ( 48 ) Balance, end of period   $ 154     $ 195       11. Income Tax   The determination of the annual effective tax rate is based upon a number of significant estimates and judgments, including the estimated annual pretax income in each tax jurisdiction in which the Company operates and the development of tax planning strategies during the year. In addition, as a global commercial enterprise, the Company’s tax expense can be impacted by changes in tax rates or laws, the finalization of tax audits and reviews and other factors that cannot be predicted with certainty. As such, there can be significant volatility in interim tax provisions.   Income tax (benefit) expense is $( 1.1 ) million and $ 1.0 million for the three months ended June 30, 2023 and 2022, respectively, and is $( 0.5 ) million and $ 0.8 million for the six months ended June 30, 2023 and 2022, respectively. The effective tax rates for the three months ended June 30, 2023 and 2022, are 53.3 % and 28.8 %, respectively. The effective tax rates for the six months ended June 30, 2023 and 2022, are 59.8 % and ( 23.6 )%, respectively.   The difference between the Company’s effective tax rates in 2023 and 2022 compared to the U.S. statutory tax rate of 21% is primarily due to a Global Intangible Low-Taxed Income (“GILTI”) inclusion to taxable income and changes in valuation allowances associated with the Company’s assessment of the likelihood of the recoverability of deferred tax assets. The Company has valuation allowances against substantially all of its net operating loss carryforwards and tax credit carryforwards.     12. Commitments and Contingent Liabilities   On April 27, 2022, the Company and Biostage executed a settlement with the plaintiffs in the Biostage Litigation (as defined below) which resolved all claims relating to the litigation as described in Note 13 – Litigation Settlement.   The Company is involved in various other claims and legal proceedings arising in the ordinary course of business. After consultation with legal counsel, the Company has determined that the ultimate disposition of such proceedings is not likely to have a material adverse effect on its business, financial condition, results of operations or cash flows. Although unfavorable outcomes in the proceedings are possible, the Company has not accrued loss contingencies relating to any such matters as they are not considered to be probable and reasonably estimable. If one or more of these matters are resolved in a manner adverse to the Company, the impact on the Company’s business, financial condition, results of operations and cash flows could be material.   In addition, the Company has entered into indemnification agreements with its directors. It is not possible to determine the maximum potential liability amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. The Company has not recorded any liability for costs related to contingent indemnification obligations as of June 30, 2023.   16 Table of Contents   The Company is subject to unclaimed property laws in the ordinary course of its business. State escheat laws generally require entities to report and remit abandoned and unclaimed property to the state. Failure to timely report and remit the property can result in assessments that could include interest and penalties, in addition to the payment of the escheat liability itself. The Company is currently undergoing unclaimed property audits conducted in various states. Based on the current stage of the audits, the Company has not accrued any loss contingencies related to these audits as of June 30, 2023.     13. Litigation Settlement   On April 14, 2017, representatives for the estate of an individual plaintiff filed a wrongful death complaint with the Suffolk Superior Court, in the County of Suffolk, Massachusetts, against the Company and other defendants, including Biostage, a former subsidiary of the Company that was spun off in 2013, as well as another third party (the “Biostage Litigation”). The complaint sought payment for an unspecified amount of damages and alleged that the plaintiff sustained terminal injuries allegedly caused by products, including one synthetic trachea scaffold and two bioreactors, provided by certain of the named defendants and utilized in connection with surgeries performed by third parties in Europe in 2012 and 2013.   On April 27, 2022, the Company and Biostage executed a settlement with the plaintiffs of the Biostage Litigation and Biostage’s products liability insurance carriers (the “Biostage Settlement”), which resolved all claims by and between the parties and Biostage’s product liability insurance carriers and resulted in the dismissal with prejudice of the wrongful death claim and all claims between the Company, Biostage and the insurance carriers. The Biostage Settlement was entered into solely by way of compromise and settlement and is not in any way an admission of liability or fault by the Company or Biostage. Biostage has indemnified the Company for all losses and expenses, including legal expenses that the Company incurred in connection with the Biostage Litigation and the Biostage Settlement.   During the three months ended March 31, 2022, the Company accrued $ 5.2 million of costs related to legal fees and the Biostage Settlement. Due to the financial condition of Biostage, the Company determined that it was uncertain as to whether Biostage would be able to meet its indemnification obligation and had fully reserved any receivable from Biostage.   During the three months ended June 30, 2022, the Company recorded credits of $ 4.9 million to the reserve against the indemnification receivable from Biostage. These adjustments reflected: i) the issuance by Biostage of 4,000 shares of its Series E Convertible Preferred Stock (the “Series E Preferred Stock”) to the Company on June 10, 2022, in satisfaction of $ 4.0 million of Biostage’s total indemnification obligation, ii) the payment by Biostage of the legal fees associated with the Biostage Settlement, and iii) other accrual adjustments. The Series E Preferred Stock accrued dividends at a rate of 8 % per annum that are payable in additional shares of Series E Preferred Stock. The Series E Preferred Stock was initially recorded at an estimated fair value of $ 3.9 million using a Monte Carlo valuation simulation incorporating information from selected guideline companies.   As of December 31, 2022, the book value of the shares of Series E Preferred Stock, inclusive of accrued dividends, was $ 4.0 million and was included in the consolidated balance sheet as a component of Other long-term assets. The Company elected the provisions within ASC 321, Investment Securities , to subsequently measure the Series E Preferred Stock at its original cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of Biostage. As of December 31, 2022, there were no observable price changes or indicators of impairment and therefore, there was no measurement adjustments to the carrying value of the Series E Preferred Stock.   On January 18, 2023, the Company voluntarily converted 200 shares of its Series E Preferred Stock into 31,933 shares of Biostage common stock.   On April 6, 2023, Biostage disclosed that it had completed a private placement of its common stock for an aggregate offering amount of approximately $ 6.0 million at a purchase price of $ 6.00 per share. As the proceeds of the private placements were  in excess of $ 4.0 million, the transaction triggered a mandatory conversion of the Company’s remaining Series E Preferred Stock into shares of Biostage common stock at the offering price of $ 6.00 per share. As of June 30, 2023, the Company held 707,626 shares of Biostage common stock with an estimated fair value of $ 2.6 million, which has been included in the consolidated balance sheet as a component of Other long-term assets due to the limited trading volumes of Biostage’s common stock on the OTCQB Marketplace.   The Company determines the fair value of its shares of Biostage common stock at each reporting period using prices as quoted on the OTCQB Marketplace. Due to Biostage’s limited operating history, its overall financial condition and the limited trading volumes and liquidity of its common stock, the value of the Company’s investment in Biostage’s common stock could fluctuate considerably or become worthless. During the three months ended June 30, 2023, the Company recorded unrealized losses related to its investment in Biostage common stock of $ 1.6 million, which was recorded in the Other expense section in the consolidated statements of operations.   17 Table of Contents     14. Product Line Disposition   On February 17, 2023, the Company completed the disposition of its Hoefer product line for cash consideration of $ 0.5 million. The carrying value of assets sold was $ 0.1 million resulting in a gain on disposition of $ 0.4 million which is recorded in Other income, net in the consolidated statement of operations for the six months ended June 30, 2023. Revenue and gross profit of this disposed product line included in the condensed consolidated statement of operations for the six months ended June 30, 2023, and for the three and six months ended June 30, 2022, were not significant.                         18 Table of Contents   Item 2. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations.   Forward-Looking Statements   This Quarterly Report on Form 10-Q contains statements that are not statements of historical fact and are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “ Exchange Act ” ). The forward-looking statements are principally, but not exclusively, contained in “ Item 2: Management ’ s Discussion and Analysis of Financial Condition and Results of Operations. ” These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, but are not limited to, statements about management ’ s confidence or expectations, and our plans, objectives, expectations, and intentions that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “ may, ” “ will, ” “ should, ” “ could, ” “ would, ” “ seek, ” “ expects, ” “ plans, ” “ aim, ” “ anticipates, ” “ believes, ” “ estimates, ” “ projects, ” “ predicts, ” “ intends, ” “ think, ” “ potential, ” “ objectives, ” “ optimistic, ” “ strategy, ” “ goals, ” “ sees, ” “ new, ” “ guidance, ” “ future, ” “ continue, ” “ drive, ” “ growth, ” “ long-term, ” “ projects, ” “ develop, ” “ possible, ” “ emerging, ” “ opportunity, ” “ pursue ” and similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We discuss many of these risks in detail in our Annual Report on Form 10-K for the year ended December 31, 2022 and our other filings with the SEC. You should carefully review all of these factors, as well as other risks described in our public filings, and you should be aware that there may be other factors, including factors of which we are not currently aware, that could cause these differences. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this report. We may not update these forward-looking statements, even though our situation may change in the future, unless we have obligations under the federal securities laws to update and disclose material developments related to previously disclosed information. Harvard Bioscience, Inc. is referred to herein as “ we, ” “ our, ” “ us, ” and “ the Company. ”   Recent Developments   Global Supply Chain and Economic Environment   The global supply chain has experienced significant disruptions over the last few years due to electronic component and labor shortages and other macroeconomic factors which have emerged since the onset of COVID-19. This has led to increased cost of freight, purchased materials, and manufacturing labor costs, while also delaying customer shipments. Additionally, the global economy has recently experienced increasing economic uncertainty, including inflationary pressure, rising interest rates, and significant fluctuations in exchange rates. These conditions have negatively impacted our past business, results of operations, and cash flow.   We believe that these global economic uncertainties will continue through 2023. If these factors are prolonged or are more severe than anticipated, our business, results of operations, and cash flow may be materially impacted.   19 Table of Contents   Selected Results of Operations   Three months ended June 30, 2023 compared to three months ended June 30, 2022.       Three Months Ended June 30,   (dollars in thousands)   2023     % of revenue     2022     % of revenue   Revenues   $ 28,759             $ 29,208           Gross profit     16,673       58.0 %     16,637       57.0 % Sales and marketing expenses     6,178       21.5 %     6,587       22.6 % General and administrative expenses     5,353       18.6 %     5,981       20.5 % Research and development expenses     2,957       10.3 %     3,497       12.0 % Amortization of intangible assets     1,389       4.8 %     1,454       5.0 % Litigation settlement     -       -       (4,880 )     -16.7 % Unrealized loss on equity securities     1,581       5.5 %     -       -   Interest expense     941       3.3 %     515       1.8 % Income tax (benefit) expense     (1,118 )     -3.9 %     986       3.4 %   Revenue   Revenue decreased $0.4 million, or 1.5%, to $28.8 million for the three months ended June 30, 2023, compared to $29.2 million for the three months ended June 30, 2022. This decline included a decrease of $1.6 million in revenue from the discontinuation of non-strategic cellular and molecular products in the second half of 2022, partially offset by revenue growth in preclinical products.   Gross profit   Gross profit was $16.7 million for three months ended June 30, 2023, compared with $16.6 million for the three months ended June 30, 2022. Gross margin increased to 58.0% for the three months ended June 30, 2023, compared with 57.0% for the three months ended June 30, 2022. The increase in gross margin was due primarily to a higher mix of preclinical products which generally have higher gross margin than our other product lines, and reduced revenue from lower margin products discontinued during the second half of 2022. Additionally, during the three months ended June 30, 2023, we aligned our global inventory costing process, which had an unfavorable impact to gross margin.   Sales and marketing expenses   Sales and marketing expenses decreased $0.4 million, or 6.2%, to $6.2 million for the three months ended June 30, 2023, compared to $6.6 million for the three months ended June 30, 2022. The decrease was primarily due to reduced salaries and travel expenses.   General and administrative expenses   General and administrative expenses decreased $0.6 million, or 10.5%, to $5.4 million for the three months ended June 30, 2023, compared with $6.0 million for the three months ended June 30, 2022. This decrease was primarily due to reduced consulting costs partially offset by increases in salaries and variable compensation.   Research and development expenses   Research and development expenses decreased $0.5 million, or 15.4%, to $3.0 million for the three months ended June 30, 2023, compared with $3.5 million for the three months ended June 30, 2022. The decrease was primarily due to reduced salaries and consulting costs partially offset by increases in variable compensation.   Amortization of intangible assets   Amortization of intangible asset expenses were $1.4 million for the three months ended June 30, 2023, compared with $1.5 million for the three months ended June 30, 2022. Amortization expense decreased as we completed the amortization of certain intangible assets during 2022.   20 Table of Contents   Litigation settlement (2022)   During the three months ended March 31, 2022, we accrued $5.2 million of costs related to legal fees in connection with the Biostage Litigation and the Biostage Settlement. Due to the financial condition of Biostage, we determined that it was uncertain as to whether Biostage would be able to meet its indemnification obligation and had fully reserved any receivable from Biostage.   During the three months ended June 30, 2022, we recorded a credit of $4.9 million consisting of adjustments to the reserve against an indemnification receivable from Biostage to reflect: i) the issuance by Biostage of Series E Preferred Stock to us on June 10, 2022, in satisfaction of $4.0 million of Biostage’s total indemnification obligations, ii) the payment by Biostage of legal fees associated with the Biostage Settlement, and iii) other accrual adjustments. The Series E Preferred Stock was initially recorded at an estimated fair value of $3.9 million using a Monte Carlo valuation simulation incorporating information from selected guideline companies.   Unrealized loss on equity securities   On April 6, 2023, Biostage disclosed that it had completed a private placement of its common stock for an aggregate offering amount of approximately $6.0 million at a purchase price of $6.00 per share. As the proceeds of the private placements were in excess of $4.0 million, the transaction triggered a mandatory conversion of our Series E Preferred Stock into shares of Biostage common stock at the offering price of $6.00 per share. As of June 30, 2023, we held 707,626 shares of Biostage common stock with an estimated fair value of $2.6 million.   We determine the fair value of our shares of Biostage common stock at each reporting period using prices as quoted on the OTCQB Marketplace. During the three months ended June 30, 2023, we recorded unrealized losses related to our investment in Biostage common stock of $1.6 million. Due to Biostage’s limited operating history, its overall financial condition and the limited trading volumes and liquidity of its common stock, the value of our investment in Biostage’s common stock could fluctuate considerably or become worthless.   Interest expense   Interest expense increased $0.4 million, or 82.7%, to $0.9 million for the three months ended June 30, 2023, compared with $0.5 million for the three months ended June 30, 2022. The increase was the result of higher interest costs in a rising rate environment, which was partially offset by lower average borrowings during the period.   Income tax   Income tax (benefit) expense for the three months ended June 30, 2023 was $(1.1) million and for the three months ended June 30, 2022 was $1.0 million. The effective tax rates for the three months ended June 30, 2023 and 2022 were 53.3% and 28.8%, respectively. The difference between our effective tax rates for the three months ended June 30, 2023 and 2022, compared to the U.S. statutory tax rate of 21% is primarily due to a Global Intangible Low-Taxed Income (“GILTI”) inclusion to taxable income and changes in valuation allowances associated with our assessment of the likelihood of the recoverability of our deferred tax assets. We have valuation allowances against substantially all of our net operating loss carryforwards and tax credit carryforwards.   21 Table of Contents   Six months ended June 30, 2023 compared to six months ended June 30, 2022.       Six Months Ended June 30,   (dollars in thousands)   2023     % of revenue     2022     % of revenue   Revenues   $ 58,734             $ 57,986           Gross profit     35,019       59.6 %     32,814       56.6 % Sales and marketing expenses     12,156       20.7 %     13,274       22.9 % General and administrative expenses     11,687       19.9 %     12,306       21.2 % Research and development expenses     5,854       10.0 %     6,717       11.6 % Amortization of intangible assets     2,777       4.7 %     2,920       5.0 % Litigation settlement     -       -       311       0.5 % Unrealized loss on equity securities     1,581       2.7 %     -       -   Interest expense     1,915       3.3 %     899       1.6 % Income tax (benefit) expense     (533 )     -0.9 %     848       1.5 %   Revenue   Revenue increased $0.7 million, or 1.3%, to $58.7 million for the six months ended June 30, 2023, compared to $58.0 million for the six months ended June 30, 2022. The increase in revenue was primarily due to revenue growth in preclinical products, which was partially offset by decreases from the discontinuation of non-strategic cellular and molecular products of $2.8M.   Gross profit   Gross profit was $35.0 million for six months ended June 30, 2023 compared with $32.8 million for the six months ended June 30, 2022. Gross margin increased to 59.6% for the six months ended June 30, 2023, compared with 56.6% for the six months ended June 30, 2022. The increase in gross margin was due primarily to the increase in revenue, a higher mix of preclinical products which generally have higher gross margin than our other product lines, and reduced revenue from lower margin products discontinued during the second half of 2022.   Sales and marketing expenses   Sales and marketing expenses decreased $1.1 million, or 8.4%, to $12.2 million for the six months ended June 30, 2023, compared to $13.3 million for the six months ended June 30, 2022. The decrease was primarily due to reduced salaries and travel expenses partially offset by increases in variable compensation.   General and administrative expenses   General and administrative expenses decreased $0.6 million, or 5.0%, to $11.7 million for the six months ended June 30, 2023, compared with $12.3 million for the six months ended June 30, 2022. The decrease was primarily due to reduced consulting costs partially offset by increases in salaries and variable compensation.   Research and development expenses   Research and development expenses decreased $0.9 million, or 12.8%, to $5.9 million for the six months ended June 30, 2023, compared with $6.7 million for the six months ended June 30, 2022. The decrease was primarily due to reduced salaries and consulting costs partially offset by increases in variable compensation.   Amortization of intangible assets   Amortization of intangible asset expenses were $2.8 million for the six months ended June 30, 2023, compared with $2.9 million for the six months ended June 30, 2022. Amortization expense decreased as we completed the amortization of certain intangible assets during 2022.   22 Table of Contents   Litigation settlement (2022)   During the six months ended June 30, 2022, we incurred a net expense of $0.3 million related to the Biostage Settlement consisting of $5.2 million in settlement and legal expenses accrued during the three months ended March 31, 2022 offset by a credit of $4.9 million recorded during the three months ended June 30, 2022 as discussed above, related to adjustments to the reserves against the indemnification receivable from Biostage.   Unrealized loss on equity securities   On April 6, 2023, Biostage disclosed that it had completed a private placement of its common stock for an aggregate offering amount of approximately $6.0 million at a purchase price of $6.00 per share. As the proceeds of the private placements were in excess of $4.0 million, the transaction triggered a mandatory conversion of our Series E Preferred Stock into shares of Biostage common stock at the offering price of $6.00 per share. As of June 30, 2023, we held 707,626 shares of Biostage common stock with an estimated fair value of $2.6 million.   We determine the fair value of our shares of Biostage common stock at each reporting period using prices as quoted on the OTCQB Marketplace. During the six months ended June 30, 2023, we recorded unrealized losses related to our investment in Biostage common stock of $1.6 million. Due to Biostage’s limited operating history, its overall financial condition and the limited trading volumes and liquidity of its common stock, the value of our investment in Biostage’s common stock could fluctuate considerably or become worthless.   Interest expense   Interest expense increased $1.0 million, or 113.0 %, to $1.9 million for the six months ended June 30, 2023, compared with $0.9 million for the six months ended June 30, 2022. The increase was the result of higher interest costs in a rising rate environment which was partially offset by lower average borrowings during the period.   Income tax   Income tax (benefit) expense for the six months ended June 30, 2023 was $(0.5) million and for the six months ended June 30, 2022 was $0.8 million. The effective tax rates for the six months ended June 30, 2023 and 2022 were 59.8% and (23.6)%, respectively. The difference between our effective tax rates for the six months ended June 30, 2023 and 2022, compared to the U.S. statutory tax rate of 21% is primarily due to a GILTI inclusion to taxable income and changes in valuation allowances associated with our assessment of the likelihood of the recoverability of our deferred tax assets. We have valuation allowances against substantially all of our net operating loss carryforwards and tax credit carryforwards.   Liquidity and Capital Resources   Our primary sources of liquidity are cash and cash equivalents, internally generated cash flow from operations and our revolving credit facility. Our expected cash outlays relate primarily to cash payments due under our Credit Agreement described below, salaries  as well as capital expenditures.   As of June 30, 2023, we held cash and cash equivalents of $4.3 million, compared with $4.5 million at December 31, 2022. Borrowings outstanding were $42.1 million and $47.7 million as of June 30, 2023 and December 31, 2022, respectively.   On December 22, 2020, we entered into a Credit Agreement which provides for a term loan of $40.0 million and a $25.0 million senior revolving credit facility both maturing on December 22, 2025. As of June 30, 2023, the weighted average interest rate on our borrowings, inclusive of the effect of the interest rate swaps, was 8.1%, and the available and unused borrowing capacity was $12.4 million. Total revolver borrowing capacity is limited by our consolidated net leverage ratio as defined under the Credit Agreement, as amended. As of June 30, 2023, we were in compliance with the covenants of the Credit Agreement, as amended.   Based on our current operating plans, we expect that our available cash, cash generated from current operations and debt capacity will be sufficient to finance current operations, and capital expenditures for at least the next 12 months. This assessment includes consideration of our best estimates of the impact of macroeconomic conditions and the COVID-19 pandemic on our financial results described above. Our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary as a result of a number of factors.   23 Table of Contents   CONDENSED CONSOLIDATED CASH FLOW STATEMENTS             Six Months Ended June 30,   (in thousands)   2023     2022   Cash provided by (used in) operating activities   $ 5,364     $ (2,176 ) Cash used in investing activities     (337 )     (913 ) Cash used in financing activities     (5,268 )     (484 ) Effect of exchange rate changes on cash     57       11   Decrease in cash and cash equivalents   $ (184 )   $ (3,562 )   Cash provided by (used in) operating activities was $5.4 million and $(2.2) million for the six months ended June 30, 2023 and 2022, respectively. Cash flow from operations for the six months ended June 30, 2023, was greater than the comparable period in the prior year reflecting improved operating results. Also, during the six months ended June 30, 2022, we paid approximately $4.0 million in connection with the Biostage Settlement.   Cash used in investing activities was $0.3 million for the six months ended June 30, 2023, and primarily consisted of $0.8 million of capital expenditures in manufacturing, information technology infrastructure, and intangible asset acquisitions, offset by $0.5 million from proceeds of the sale our Hoefer product line. Cash used in investing activities was $0.9 million for the six months ended June 30, 2022, and primarily consisted of capital expenditures in manufacturing and information technology infrastructure.   Cash used in financing activities was $5.3 million and $0.5 million for the six months ended June 30, 2023 and 2022, respectively. During the six months ended June 30, 2023, debt outstanding under our credit facility decreased by $5.5 million, consisting of net payments against our revolving line of credit of $2.9 million, and payments of $2.6 million against the term loan. We also received proceeds of $0.7 million from the exercise of stock options and employee stock purchases and paid $0.5 million for taxes related to net share settlement of equity awards. During the six months ended June 30, 2022, we made payments of $1.7 million against our term loan, which were offset by net drawings against our revolving credit facility of $1.7 million. We also paid $0.8 million for taxes related to net share settlement of equity awards.   Impact of Foreign Currencies   Our international operations in some instances operate in a natural hedge, as we sell our products in many countries and a substantial portion of our revenues, costs and expenses are denominated in foreign currencies, primarily the euro and British pound.   During the three months ended June 30, 2023, the impact of foreign currency exchange rates on our consolidated revenues and expense was not significant. During the six months ended June 30, 2023, changes in foreign currency exchange rates resulted in an unfavorable translation effect on our consolidated revenues of approximately $0.4 million and a favorable effect on expense of approximately $0.4 million.   The gain (loss) associated with the translation of foreign equity into U.S. dollars included as a component of comprehensive income was $0.2 million and $(2.5) million for the three months ended June 30, 2023 and June 30, 2022, respectively, and was $1.0 million and $(3.2) million for the six months ended June 30, 2023 and June 30, 2022, respectively.   In addition, currency exchange rate fluctuations included as a component of net income (loss) resulted in currency losses of approximately $0.1 million and $0.2 million for each of the three months ended June 30, 2023 and 2022, respectively, and $0.1 million and $0.2 million for each of the six months ended June 30, 2023 and 2022, respectively.   Critical Accounting Policies   The critical accounting policies underlying the accompanying unaudited consolidated financial statements are those set forth in Part II, Item 7 included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.   Recent Accounting Pronouncements   For information on recent accounting pronouncements impacting our business, see “Recently Issued Accounting Pronouncements” included in Note 2 to our Condensed Consolidated Financial Statements included in “Part I, Item 1. Financial Statements” of this report.   24 Table of Contents   Item 3. Quantitative and Qualitative Disclosures about Market Risk   Not Applicable.