Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain a set of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. In accordance with Rule 13a-15(b) under the Exchange Act, as of the end of the period covered by this Annual Report, an evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of the end of the period covered by this Annual Report, were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. All internal control systems, no matter how well designed, have inherent limitations.
We conducted an assessment of the effectiveness of our system of internal control over financial reporting as of December 31, 2024, the last day of our fiscal year. This assessment was based on criteria established in the framework Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission, and included an evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment. Based on our assessment, management has concluded that our internal control over financial reporting was effective as of the end of the fiscal year to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. GAAP. We reviewed the results of management’s assessment with the Audit Committee.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting - (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended December 31, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Controls
Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives as specified above. Management does not expect, however, that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.
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ITEM 9B. OTHER INFORMATION
During the three months ended December 31, 2024, none of our directors or "officers" (as such term is defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a " Rule 10b5-1 trading arrangement " or " non-Rule 10b5-1 trading arrangement " (as each term is defined in Item 408(a) of Regulation S-K).
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Other than as noted below, the information required by this Item 10 will be included in the Proxy Statement to be filed within 120 days after the fiscal year covered by this Form 10-K and is incorporated herein by reference.
Insider Trading Policy
The Company has an Insider Trading Policy governing the purchase, sale and other dispositions of its securities by its directors, officers, and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards. The Insider Trading Policy is filed with this Form 10-K as Exhibit 19.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item 11 will be included in the Proxy Statement, and such information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item 12, including Equity Compensation Plan Information, will be included in the Proxy Statement, and such information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item 13 will be included in the Proxy Statement, and such information is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item 14 will be included in the Proxy Statement, and such information is incorporated herein by reference.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this report:
1.
Financial Statements: See “Index to Financial Statements” in Part II, Item 8 of this Form 10-K.
2.
Financial Statement Schedule: Not applicable.
3.
Exhibits: The exhibits listed in the accompanying “Exhibit Index” are filed or incorporated by reference as part of this Form 10-K.
ITEM 16. FORM 10-K SUMMARY
None.
EXHIBIT INDEX
Incorporated by Reference
Exhibit
Filing
Filed
Number
Description of Exhibit
Form
File No.
Date
Herewith
3.1
Amended and Restated Certificate of Incorporation
14C
001-36534
10/9/2015
3.2
Third Amended and Restated Bylaws of the Registrant
8-K
001-36534
9/19/2018
4.1
Specimen common stock certificate
S-1A
333-196875
7/9/2014
4.2
Description of Registrant’s Securities
10-K
001-36534
3/6/2020
10.1
Lease Agreement regarding 1025 Willa Springs Dr. between Susi, LLC and the Registrant, dated January 17, 2014
S-1
333-196875
6/18/2014
10.2
Amendment to Susi, LLC Lease Agreement, dated May 29, 2024, by and between Iradimed Corporation and Susi, LLC
8-K
001-36534
6/3/2024
10.3+
Employment Agreement between the Registrant and John F Glenn, dated May 21, 2022
8-K
001-36534
5/26/2022
10.4+
Employment Agreement between Ir adimed Corporation and Roger Susi, dated July 24, 2019
8-K
001-36534
7/29/2019
10.5
S ale and Purchase Agreement between O PROPERTY, LTD., a Florida limited partnership, and the Registrant, dated November 1, 2022
8-K
001-36534
11/4/2022
10.6
Reinstatement and Amendment to Sale and Purchase Agreement between O PROPERTY, LTD., a Florida limited partnership, and the Registrant, dated February 2, 2023
8-K
001-36534
2/3/2023
10.7+
Iradimed Corporation 2023 Equity Incentive Plan
10-K
001-36534
3/1/2024
10.8+
Form of Restricted Stock Unit Award Agreement for Iradimed Corporation 2023 Equity Incentive Plan (4-year annual vest)
X
10.9+
Form of Restricted Stock Unit Award Agreement for Iradimed Corporation 2023 Equity Incentive Plan (3-year annual vest)
X
10.10+
Form of Restricted Stock Unit Award Agreement for Iradimed Corporation 2023 Equity Incentive Plan (2-year annual vest)
X
10.11+
Form of Restricted Stock Unit Award Agreement (Time-Vesting) for Iradimed Corporation 2023 Equity Incentive Plan (3-year cliff vest)
X
10.12+
Form of Restricted Stock Unit Award Agreement (Performance-Vesting) for Iradimed Corporation 2023 Equity Incentive Plan
X
19.1
Insider Trading Policy
X
21.1
List of Subsidiaries
10-K
001-36534
3/1/2024
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23.1
Consent of RSM US LLP, Independent Registered Public Accounting Firm
X
31.1
Certification of Chief Executive Officer pursuant to Exchange Act Rule, 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2
Certification of Chief Financial Officer pursuant to Exchange Act Rule, 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1*
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 I.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200 2
X
97.1
Iradimed Corporation Incentive-Based Compensation Recovery Policy
8-K
001-36534
11/6/2023
101.INS
XBRL Instance Document
X
101.SCH
XBRL Taxonomy Extensions Schema Document
X
101.CAL
XBRL Taxonomy Extension Label Calculation Linkbase Document
X
101.DEF
XBRL Taxonomy Extension Definition Document
X
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
X
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
X
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
X
+
Indicates a management contract or compensatory plan or arrangement.
*
The certification attached as Exhibit 32.1 that accompanies this Form 10-K is not deemed filed with the SEC and is not to be incorporated by reference into any filing of Iradimed Corporation under the Securities Act or the Exchange Act, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, in the City of Orlando, State of Florida, on September 3, 2025.
IRADIMED CORPORATION
(Registrant)
/s/ Roger Susi
By: Roger Susi
Chief Executive Officer and President
(Principal Executive Officer)
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IRADIMED CORPORATION FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (PCAOB ID: 49 )
F-2
Balance Sheets
F-4
Statements of Operations
F-5
Statements of Stockholders’ Equity
F-6
Statements of Cash Flows
F-7
Notes to Financial Statements
F-8
F-1
Table of Contents
Report of Independent Registered Public Accounting Firm
Stockholders’ and the Board of Directors of IRADIMED CORPORATION
Opinion on the Financial Statements
We have audited the accompanying balance sheets of IRADIMED CORPORATION (the Company) as of December 31, 2024 and 2023, the related statements of operations, stockholders’ equity and cash flows for the years then ended, and the related notes to the financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Deferred Revenue Recorded on the Sale of Extended Warranties
As discussed in Notes 1 and 2 to the financial statements, the Company recorded deferred revenue related to the sale of extended warranty agreements of $5,162,417 at December 31, 2024. The Company records contract liabilities, or deferred revenue, when it has an obligation to provide a product or service to the customer and payment is received in advance. Revenue related to extended warranty agreements is deferred and recognized over the warranty agreement period, which can range from one to four years, starting after the expiration of the initial one-year manufacturing
F-2
Table of Contents
warranty. Management’s calculation of deferred revenue is based upon inputs, including the extended warranty sales price and the term of the extended warranty, which are derived from the underlying contract with the customer.
We identified the completeness and accuracy of the inputs used by management in the calculation of deferred revenue on the sale of extended warranties as a critical audit matter due to the impact these inputs have on the amount of revenue to be deferred at year end and the extent of audit effort required to audit those inputs.
Our audit procedures related to the completeness and accuracy of the inputs used by management in the calculation of deferred revenue on the sale of extended warranties included the following, among
● We selected a sample of additions to the deferred revenue at December 31, 2024 and tested the inputs for accuracy by performing the following procedures:
- We agreed the warranty sales price and warranty term to the underlying customer contracts.
- We recalculated both the revenue recognized for the year ended December 31, 2024, and the expected deferred revenue balance at year end based upon those inputs.
● We tested the completeness of the inputs used in the calculation of deferred revenue by selecting a sample of revenue recognized during the year on the sale of extended warranties and performing the following procedures:
- We agreed the warranty price and warranty term to the underlying customer contracts.
- We agreed the warranty sales price and warranty term to the deferred revenue calculation.
- We recalculated both the revenue recognized for the year ended December 31, 2024, and the expected deferred revenue balance at year end based on those inputs.
We have served as the Company’s auditor since 2013.
/s/ RSM US LLP
Orlando, Florida
March 6, 2025
F-3
Table of Contents
IRADIMED CORPORATION
BALANCE SHEETS
December 31,
December 31,
2024
2023
ASSETS
Current assets:
Cash and cash equivalents
$
52,233,907
$
49,762,198
Accounts receivable, net of allowance for credit losses of $ 274,300 as of December 31, 2024, and $ 368,835 as of December 31, 2023
10,556,733
12,224,273
Inventory, net
10,401,889
12,821,194
Prepaid expenses and other current assets
2,049,690
1,193,447
Total current assets
75,242,219
76,001,112
Property and equipment, net
16,810,797
9,288,625
Intangible assets, net
3,098,691
2,519,053
Operating lease right-of-use asset
154,688
2,043,043
Deferred tax asset, net
2,820,468
2,122,816
Other assets
198,912
181,449
Total assets
$
98,325,775
$
92,156,098
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$
1,896,405
$
1,857,091
Accrued payroll and benefits
3,771,756
2,775,103
Other accrued taxes
162,998
103,241
Warranty reserve
118,269
117,463
Deferred revenue
2,259,616
2,570,407
Dividend payable
—
7,975,997
Current portion of operating lease liabilities
153,264
427,963
Other current liabilities
150,000
250,000
Accrued income taxes
—
250,041
Total current liabilities
8,512,308
16,327,306
Deferred revenue, non-current
2,993,287
2,793,548
Operating lease liabilities, non-current
1,424
1,615,080
Total liabilities
11,507,019
20,735,934
Stockholders’ equity:
Common stock; $ 0.0001 par value per share; 31,500,000 shares authorized; 12,709,860 shares issued and outstanding as of December 31, 2024, and 12,660,313 shares issued and outstanding as of December 31, 2023
1,271
1,265
Additional paid-in capital
30,026,734
28,160,745
Retained earnings
56,790,751
43,258,154
Total stockholders' equity
86,818,756
71,420,164
Total liabilities and stockholders’ equity
$
98,325,775
$
92,156,098
See accompanying notes to financial statements.
F-4
Table of Contents
IRADIMED CORPORATION
STATEMENTS OF OPERATIONS
Year Ended
December 31,
2024
2023
Revenue
$
73,242,121
$
65,562,296
Cost of revenue
16,892,240
15,404,027
Gross profit
56,349,881
50,158,269
Operating expenses:
General and administrative
15,937,123
15,122,065
Sales and marketing
15,616,442
12,142,090
Research and development
2,831,589
2,858,656
Total operating expenses
34,385,154
30,122,811
Income from operations
21,964,727
20,035,458
Other income, net
2,310,732
1,702,798
Income before provision for income taxes
24,275,459
21,738,256
Provision for income tax expense
5,041,433
4,545,480
Net income
$
19,234,026
$
17,192,776
Net income per share:
Basic
$
1.52
$
1.36
Diluted
$
1.50
$
1.35
Weighted average shares outstanding:
Basic
12,670,216
12,602,948
Diluted
12,783,558
12,722,530
See accompanying notes to financial statements.
F-5
Table of Contents
IRADIMED CORPORATION
STATEMENTS OF STOCKHOLDERS’ EQUITY
Additional
Common Stock
Paid-in
Retained
Stockholders’
Shares
Amount
Capital
Earnings
Equity
Balances, December 31, 2022
12,591,004
$
1,259
$
26,407,446
$
47,264,282
$
73,672,987
Net income
—
—
—
17,192,776
17,192,776
Dividends declared
—
—
—
( 21,198,904 )
( 21,198,904 )
Stock-based compensation expense
—
—
2,186,909
—
2,186,909
Net share settlement of restricted stock units
41,879
4
( 610,345 )
—
( 610,341 )
Net share settlement of performance based stock units
6,430
—
—
—
—
Exercise of stock options
21,000
2
176,735
—
176,737
Balances, December 31, 2023
12,660,313
$
1,265
$
28,160,745
$
43,258,154
$
71,420,164
Net income
—
—
—
19,234,026
19,234,026
Dividends declared
—
—
—
( 5,701,429 )
( 5,701,429 )
Stock-based compensation expense
—
—
2,524,536
—
2,524,536
Net share settlement of restricted stock units
40,109
5
( 557,090 )
—
( 557,085 )
Net share settlement of performance based stock units
6,428
1
( 131,076 )
—
( 131,075 )
Exercise of stock options
3,010
—
29,619
—
29,619
Balances, December 31, 2024
12,709,860
$
1,271
$
30,026,734
$
56,790,751
$
86,818,756
See accompanying notes to financial statements.
F-6
Table of Contents
IRADIMED CORPORATION
STATEMENTS OF CASH FLOWS
Year Ended
December 31,
2024
2023
Operating activities:
Net income
$
19,234,026
$
17,192,776
Adjustments to reconcile net income to net cash provided by operating activities:
Allowance for credit losses
( 94,535 )
208,337
Provision for excess and obsolete inventory
87,641
181,443
Depreciation & amortization
817,656
765,180
Loss on disposal of property and equipment
3,871
12,537
Stock-based compensation
2,524,536
2,186,909
Deferred income taxes, net
( 697,652 )
( 1,171,908 )
Changes in operating assets and liabilities:
Accounts receivable
1,762,075
841,911
Inventory
3,126,046
( 7,468,170 )
Prepaid expenses and other current assets
( 320,233 )
( 562,487 )
Other assets
( 17,463 )
467,223
Accounts payable
( 861,618 )
( 216,436 )
Accrued payroll and benefits
996,653
( 96,787 )
Other accrued taxes
59,757
( 18,678 )
Warranty reserve
806
23,433
Deferred revenue
( 111,052 )
615,636
Other current liabilities
( 100,000 )
250,000
Prepaid income taxes
( 786,051 )
254,093
Net cash provided by operating activities
25,624,463
13,465,012
Investing activities:
Purchases of property and equipment
( 8,005,033 )
( 7,440,510 )
Capitalized intangible assets
( 811,753 )
( 566,657 )
Net cash used in investing activities
( 8,816,786 )
( 8,007,167 )
Financing activities:
Dividends paid
( 13,677,426 )
( 13,222,907 )
Proceeds from exercises of stock options
29,618
176,744
Taxes paid related to the net share settlement of equity awards
( 688,160 )
( 610,348 )
Net cash used in financing activities
( 14,335,968 )
( 13,656,511 )
Net increase (decrease) in cash and cash equivalents
2,471,709
( 8,198,666 )
Cash and cash equivalents, beginning of period
49,762,198
57,960,864
Cash and cash equivalents, end of period
$
52,233,907
$
49,762,198
Supplemental disclosure of cash flow information:
Dividends declared not yet paid
$
—
$
7,975,997
Cash paid for income taxes
$
6,511,827
$
5,351,708
ROU asset recognized in exchange for new lease obligation
$
—
$
227,982
ROU asset and liability adjustment
$
1,486,093
$
—
Operating and short-term lease payments recorded within cash flow provided by operating activities
$
816,932
$
675,190
See accompanying notes to financial statements.
F-7
Table of Contents
IRADIMED CORPORATION
NOTES TO FINANCIAL STATEMENTS
1 — Organization and Significant Accounting Policies
Organization
IRADIMED CORPORATION (“IRADIMED”, the “Company”, “we”, “our”) was originally incorporated in Oklahoma under the name IRI Development, Inc. in 1992, and we merged our Oklahoma corporation into the newly formed Delaware corporation in April 2014. We develop, manufacture, market and distribute a Magnetic Resonance Imaging (“MRI”) compatible intravenous (“IV”) infusion pump system and MRI compatible patient vital signs monitoring systems and related accessories, disposables and services.
We are a leader in the development of innovative MRI compatible medical devices. We are the only known provider of a non-magnetic IV infusion pump system that is specifically designed to be safe for use during MRI procedures. We were the first to develop an infusion delivery system that largely eliminates many of the dangers and problems present during MRI procedures. Standard infusion pumps contain magnetic and electronic components which can create radio frequency interference and are dangerous to operate in the presence of the powerful magnet that drives an MRI system. Our patented MRidium® MRI compatible IV infusion pump system has been designed with a non-magnetic ultrasonic motor, uniquely designed non-ferrous parts and other special features to safely and predictably deliver anesthesia and other IV fluids during various MRI procedures. Our pump solution provides a seamless approach that enables accurate, safe and dependable fluid delivery before, during and after an MRI scan, which is important to critically ill patients who cannot be removed from their vital medications, and children and infants who must generally be sedated to remain immobile during an MRI scan.
Each IV infusion pump system consists of an MRidium® MRI compatible IV infusion pump, non-magnetic mobile stand, proprietary disposable IV tubing sets and many of these systems contain additional optional upgrade accessories.
Our 3880 MRI compatible patient vital signs monitoring system has been designed with non-magnetic components and other special features to safely and accurately monitor a patient’s vital signs during various MRI procedures. The IRADIMED 3880 system operates dependably in magnetic fields up to 30,000 gauss, which means it can operate virtually anywhere in the MRI scanner room. The IRADIMED 3880 has a compact, lightweight design allowing it to travel with the patient from their critical care unit, to the MRI and back, resulting in increased patient safety through uninterrupted vital signs monitoring and decreasing the amount of time critically ill patients are away from critical care units. The features of the IRADIMED 3880 include: wireless Electrocardiogram with dynamic gradient filtering; wireless blood oxygen saturation monitoring using Masimo® algorithms; non-magnetic respiratory carbon dioxide; invasive and non-invasive blood pressure; patient temperature, and optional advanced multi-gas anesthetic agent unit featuring continuous Minimum Alveolar Concentration measurements. The IRADIMED 3880 MRI compatible patient vital signs monitoring system has an easy-to-use design and allows for the effective communication of patient vital signs information to clinicians.
Our principal executive offices are located in Winter Springs, Florida.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities in the financial statements and the reported amount of revenue and expenses during the reporting period. Such estimates include allowances for potentially uncollectible accounts receivable, valuation of inventory, long lived assets, intangible assets, stock-based compensation, deferred income taxes, reserves for warranty obligations, and the provision for income taxes. Actual results could differ from those estimates.
F-8
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Revenue Recognition
We generate revenue from the sale of MRI compatible medical devices and accessories, extended warranty agreements, services related to maintaining our products and the sale of disposable products used with our devices. The principal customers for our MRI compatible products include hospitals and acute care facilities, both in the U.S. and internationally. In the U.S. we sell our products through our direct sales force and outside of the U.S. we sell our products through third-party distributors who resell our products to end users.
For many domestic sales, we enter into agreements with integrated delivery health systems and healthcare supply contracting companies, commonly referred to as Group Purchasing Organizations (“GPOs”).
GPO agreements enable us to sell and distribute our products to their member hospitals. Our agreements with GPOs typically include negotiated pricing for all group members established at the time of GPO contract execution. Under these agreements, we are required to pay the GPOs a fee of three percent of the sales of our products to members of the GPO. We do not sell to GPOs. Hospitals, group practices and other acute care facilities that are members of a GPO, purchase products directly from us under the terms of our GPO agreements.
We recognize revenue when all of the following criteria are met: we have a contract with a customer that creates enforceable rights and obligations; promised products or services are identified; the transaction price, or the amount we expect to receive, is determinable and we have transferred control of the promised products or services to the customer. We consider transfer of control evidenced upon the passage of title and risks and rewards of ownership to the customer, which is typically at a point in time, except for our extended warranty agreements. We allocate the transaction price using the relative standalone selling price method.
Customer sale prices for our medical devices and related disposables and services are contractually fixed over the contract term. We recognize a receivable at the point in time we have an unconditional right to payment. Payment terms are typically within 45 days after transferring control to U.S. customers. Most international distributors are required to pay a portion of the transaction price in advance and the remaining amount within 30 days of receiving the related products. Accordingly, we have elected to use the practical expedient that allows us to ignore the possible existence of a significant financing component within the contract.
We have elected to account for shipping and handling charges billed to customers as revenue and shipping and handling related expenses as cost of revenue.
In certain U.S. states we are required to collect sales taxes from our customers. We have elected to exclude the amounts collected for these taxes from revenue and record them as a liability until remitted to the taxing authority.
Contract Liabilities
We record contract liabilities, or deferred revenue, when we have an obligation to provide a product or service to the customer and payment is received in advance of our performance. When we sell a product or service with a future performance obligation, we defer revenue allocated to the unfulfilled performance obligation and recognize this revenue when, or as, the performance obligation is satisfied.
Our deferred revenue consists of advance payments received from customers prior to the transfer of products or services, shipments that are in-transit at the end of a period and sales of extended warranty agreements. Advance payments received from customers and shipments in-transit are recognized in revenue at the time control of the related products has been transferred to the customer or services have been delivered. Revenue related to extended warranty agreements is deferred and recognized over the warranty agreement period, which can range from one to four years , starting after the expiration of the initial one-year manufacturing warranty. This recognition pattern best depicts the transfer of services being provided.
Deferred revenue is classified as current or long-term deferred revenue in our Balance Sheets, depending on the expected timing of satisfying the related performance obligations.
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Capitalized Contract Costs
We capitalize commissions paid to our sales managers related to contracts with customers when the associated revenue is expected to be earned over a period of time. Deferred commissions are primarily related to the sale of extended warranty agreements. Capitalized commissions are included in Prepaid Expenses and Other Current Assets in our Balance Sheets when the associated expense is expected to be recognized in one year or less, or in Other Assets when the associated expense is expected to be recognized in greater than one year. The associated expense is included in Sales and Marketing expenses in our Statements of Operations.
Variable Consideration
Our sales are typically subject to 30 to 60 -day customer-specified acceptance provisions primarily for purposes of ensuring products were not damaged during the shipping process. Historically, we have experienced immaterial product returns and, when experienced, we typically exchange the affected products with new products. Accordingly, variable consideration from contracts with customers is immaterial to our financial statements.
Cash Equivalents
All highly liquid instruments purchased with an original maturity of three months or less are classified as cash equivalents. We consider money market fund holdings to be cash equivalents.
Accounts Receivable and Allowance for Credit Losses
Accounts receivable is recorded at the transaction price of the related products and services. We regularly assess the sufficiency of the allowance for estimated uncollectible accounts receivable. Estimates are based on historical collection experience and other customer-specific information, such as bankruptcy filings or known liquidity problems of our customers. When it is determined that an account receivable is uncollectible, it is written off and relieved from the allowance. Any future determination that the allowance for estimated uncollectible accounts receivable is not adequate could result in changes in operating expense and results of operations. As of December 31, 2024 and 2023, our allowance for credit losses was $ 274,300 and $ 368,835 , respectively.
Fair Value Measurements
Fair value is the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. A three-level valuation hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability on the measurement date. The three levels of inputs are:
● Level 1 — quoted prices (unadjusted) in active markets for an identical asset or liability.
● Level 2 — quoted prices for a similar asset or liability in an active market or model-derived valuations in which all significant inputs are observable for substantially the full term of the asset or liability.
● Level 3 — unobservable and significant to the fair value measurement of the asset or liability.
Financial instruments include cash and cash equivalents, investments, accounts receivable, accounts payable and accrued expenses. Cash and cash equivalents are reported at their respective fair values on the balance sheet dates. The recorded carrying amount of accounts receivable, accounts payable and accrued expenses approximates their fair values due to their short-term nature.
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Inventory
Inventory is stated at the lower of standard cost, which approximates actual cost, on a first-in, first-out basis, or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. We may be exposed to a number of factors that could result in portions of our inventory becoming either obsolete or in excess of anticipated usage. These factors include, but are not limited to, technological changes, competitive pressures in products and prices, and the introduction of new product lines. We regularly evaluate our ability to realize the value of inventory based on a combination of factors, including historical usage rates, forecasted sales, product life cycles, and market acceptance of new products. When inventory that is obsolete or in excess of anticipated usage is identified, it is written down to net realizable value or an inventory valuation allowance is established.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. Depreciation expense is computed using the straight-line method over estimated useful lives of the respective assets, which are generally three to five years for computer software and hardware and five to seven years for furniture, fixtures, machinery and equipment . Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life of the improvements.
Repair and maintenance costs that do not extend the useful life of our property and equipment are expensed as incurred.
Intangible Assets
Intangible assets include application and legal costs incurred to obtain patents. We capitalize these costs when we determine that probable future economic benefits exist. In making this determination, we consider the projected future operating results associated with the patents, industry and economic trends, and the entry of new products in the market. Costs incurred prior to this determination are expensed in the period they are incurred. We amortize capitalized patent costs using the straight-line method over their useful lives, which is typically 20 years . Periodic costs incurred to maintain existing patents are expensed as incurred.
Research & Development and Capitalized Software Development Costs
Research and development costs are expensed as incurred. Some of our products include embedded software which is essential to the products’ functionality. Costs incurred in the research and development of new software components and enhancements to existing software components are expensed as incurred until technological feasibility has been established. We capitalize software development costs when the product reaches technological feasibility and cease capitalization when the product is ready for commercial sale. Capitalized software development costs are included in intangible assets and are amortized on a straight-line basis over the estimated useful life of the product and included in cost of revenue. Amortization begins when the product is available for general sales to customers.
Long-lived Assets
Long-lived assets, such as our property and equipment and including right-of-use assets, are tested for impairment whenever changes in circumstances indicate the carrying value of these assets may be impaired. Impairment indicators include, but are not limited to, technological obsolescence, unfavorable court rulings, significant negative industry and economic trends, and significant underperformance relative to historical and projected future operating results. Impairment is considered to have occurred when the estimated undiscounted future cash flows related to the asset groups are less than its carrying value. Estimates of future cash flows involve consideration of many factors including the marketability of new products, product acceptance and lifecycle, competition, appropriate discount rates and operating margins. An impairment is recognized as the amount by which the carrying value is greater than the fair value of the asset or asset group.
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Warranty
The Company provides for the estimated cost of product warranties at the time revenue is recognized. While we engage in product quality programs and processes, including actively monitoring and evaluating the quality of our suppliers, the estimated warranty obligation is affected by ongoing product failure rates, material usage costs and direct labor incurred in correcting a product failure. Actual product failure rates, material usage costs and the amount of labor required to repair products that differ from estimates result in revisions to the estimated liability. We warrant for a limited period of time that our products will be free from defects in materials and workmanship. We estimate warranty allowances based on historical warranty experience. The estimates we use in projecting future product warranty costs may prove to be incorrect. Any future determination that our provision for product warranty is understated could result in increases to our cost of revenue and a reduction in our operating profits and results of operations. Historically, warranty expenses have not been material to our financial statements.
Stock-Based Compensation
Historically, we have granted three types of employee equity awards, stock options, restricted stock units and performance-based restricted stock units (“PSUs”).
We recognize stock-based compensation expense associated with employee equity awards on a straight-line basis over the requisite service period for stock options and restricted stock units, which is generally four years for employees and two years for the Board. Expense related to our PSUs is recognized straight-line over the requisite performance period, which is three years .
The grant date fair value of our restricted stock units is based on the closing price of our common stock on the date of grant.
In December 2024 and 2023, the Company granted PSUs to certain employees under the Company’s Long-Term Incentive Pan (“LTIP”), which was adopted under the Company’s Amended and Restated 2014 Equity Incentive Plan. Payouts of the PSUs will be based on the Company’s total stockholder return compared to a peer group or index total stockholder return. For purposes of the LTIP, total stockholder return is calculated as the share price at the end of the performance period, which is three years , including the reinvestment of any dividends during the performance period, as compared to the share price at the beginning of the performance period. The payout range for participants will be between 0 percent and 200 percent, depending on the Company’s relative total return performance.
The grant date fair value of our PSUs is based on a Monte Carlo simulation, the closing price of our common stock, and other pertinent factors on the grant date. Compensation expense for the PSUs is recognized on a straight-line basis over the requisite performance period, which is three years from the grant date.
We elect to recognize forfeitures as they occur.
We issue new shares of common stock upon exercise of stock options or vesting of restricted stock units and PSUs.
Income Taxes
We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of
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existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is recorded to offset net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
We recognize the tax benefit of uncertain tax positions, if any, in the financial statements based on the technical merits of the position. When the tax position is deemed more likely than not of being sustained, we recognize the largest amount of tax benefit that is greater than 50 percent likely of being ultimately realized upon settlement.
Foreign Currency
Gains and losses from transactions denominated in currencies other than our functional currency are included in other income, net. Foreign currency gains and losses result primarily from fluctuations in the exchange rate between the U.S. Dollar and the Japanese Yen.
Basic and Diluted Net Income per Share
Basic net income per share is based on the weighted-average number of common shares outstanding during the period. Diluted net income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The stock options, restricted stock units, and PSUs granted by us represent the only dilutive effect reflected in diluted weighted average shares outstanding.
The following table presents the computation of basic and diluted net income per share:
Year Ended December 31,
2024
2023
Net income
$
19,234,026
$
17,192,776
Weighted-average shares outstanding — Basic
12,670,216
12,602,948
Effect of dilutive securities:
Stock options
1,881
17,654
Restricted stock units
60,081
63,340
Performance-based restricted stock units
51,380
38,588
Weighted-average shares outstanding — Diluted
12,783,558
12,722,530
Basic net income per share
$
1.52
$
1.36
Diluted net income per share
$
1.50
$
1.35
Stock options to purchase shares of our common stock and restricted stock units excluded from the calculation of diluted net income per share because the effect would have been anti-dilutive are as follows:
Year Ended
December 31,
2024
2023
Anti-dilutive restricted stock units
2,583
419
Certain Significant Risks and Uncertainties
We market our products to end users in the United States and to third-party distributors internationally. Sales to end users in the United States are generally made on open credit terms. Management maintains an allowance for potential credit losses.
We have deposited our cash and cash equivalents with various financial institutions. A substantial majority of our cash and cash equivalents balances exceed federally insured limits. We have not incurred any losses related to these balances.
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Our medical devices require clearance from the Food and Drug Administration and international regulatory agencies prior to commercialized sales. Our future products may not receive required approvals. If we were denied such approvals, or if such approvals were revoked or delayed or if we were unable to timely renew certain approvals for existing products, it would have a materially adverse impact on our business, results of operations and financial condition.
Certain key components of our products essential to their functionality are sole-sourced. Any disruption in the availability of these components would have a materially adverse impact on our business, results of operations and financial condition.
Recent Accounting Pronouncements
Accounting Pronouncements Implemented in 2024
In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures. The FASB amended the guidance in ASC 280, Segment Reporting ("ASC 280"), to require a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. Public entities with a single reportable segment are required to provide the new disclosures and all the disclosures required under ASC 280. The guidance is applied retrospectively to all periods presented in financial statements, unless it is impracticable. This new guidance is effective for public business entities for annual periods beginning after December 15, 2023, and for interim periods beginning after December 15, 2024. The Company adopted this new standard effective December 31, 2024. See Note 6, Segment Information, for disclosures related to the adoption of ASU 2023-07.
Recently Issued Accounting Pronouncements to be Implemented
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740). The update enhances the disclosure requirements related to tax rate reconciliations and income taxes paid. The standard will take effect for public business entities for annual periods beginning after December 15, 2024. We are currently evaluating the impact the adoption of this ASU will have, if any, on our financial statements. We are adopting this ASU on January 1, 2025 and will include enhanced disclosures in our fiscal year-end 2025 annual consolidated financial statements, as applicable.
In November 2024, the FASB issued Accounting Standards Update 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses ("ASU 2024-03") , and in January 2025, the FASB issued Accounting Standards Update No.2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date ("ASU 2025-01"). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Both early adoption and retrospective application are permitted. The Company is currently evaluating the impact of the adoption of this standard on the related disclosures.
2 — Revenue
Disaggregation of Revenue
We disaggregate revenue from contracts with customers by geographic region and revenue type as we believe it best depicts the nature, amount, timing and uncertainty of our revenue and cash flow.
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Revenue information by geographic region is as follows:
Year Ended
December 31,
2024
2023
United States
$
60,606,884
$
52,525,449
International
12,635,237
13,036,847
Total revenue
$
73,242,121
$
65,562,296
Revenue information by type is as follows:
Year Ended
December 31,
2024
2023
Devices:
MRI Compatible Intravenous ("IV") Infusion Pump Systems
$
26,598,792
$
19,611,128
MRI Compatible Patient Vital Signs Monitoring Systems
24,411,777
25,414,537
Ferro Magnetic Detection Systems
909,615
944,793
Total Devices revenue
51,920,184
45,970,458
Disposables, services and other
19,072,795
17,578,366
Amortization of extended warranty agreements
2,249,142
2,013,472
Total revenue
$
73,242,121
$
65,562,296
Contract Liabilities
Our contract liabilities consist of:
As of December 31,
2024
2023
Advance payments from customers
$
88,099
$
508,956
Shipments in-transit
2,387
15,438
Extended warranty agreements
5,162,417
4,835,966
Total
$
5,252,903
$
5,360,360
Changes in the contract liabilities during the period are as follows:
Deferred
Revenue
Contract liabilities, December 31, 2023
$
5,360,360
Increases due to cash received from customers
4,452,412
Decreases due to recognition of revenue
( 4,559,869 )
Contract liabilities, December 31, 2024
$
5,252,903
Capitalized Contract Costs
Our capitalized contract costs totaled $ 179,597 and $ 162,134 as of December 31, 2024 and 2023, respectively.
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3 — Inventory, net
Inventory consists of:
As of December 31,
2024
2023
Raw materials
$
9,022,690
$
10,833,004
Work in process
568,540
501,191
Finished goods
1,319,030
1,907,729
Inventory before allowance for excess and obsolete
10,910,260
13,241,924
Allowance for excess and obsolete
( 508,371 )
( 420,730 )
Total
$
10,401,889
$
12,821,194
4 — Property and Equipment, net
Property and equipment consist of:
As of December 31,
2024
2023
Land
$
6,253,790
$
6,253,790
Computer software and hardware
1,584,889
1,380,289
Furniture and fixtures
1,842,773
1,757,129
Leasehold improvements
270,486
270,486
Machinery and equipment
2,645,129
2,438,922
Construction in-process
8,809,237
1,257,844
21,406,304
13,358,460
Accumulated depreciation
( 4,595,507 )
( 4,069,835 )
Total
$
16,810,797
$
9,288,625
The increase in construction in-process is related to the continued construction of new executive offices and manufacturing facility.
Depreciation expense of property and equipment was $ 585,542 and $ 648,133 for the year ended December 31, 2024 and 2023, respectively.
Property and equipment, net by geographic region is as follows:
As of December 31,
2024
2023
United States
$
16,398,513
$
8,950,580
International
412,284
338,045
Total property and equipment, net
$
16,810,797
$
9,288,625
Long-lived assets held outside of the United States consist principally of tooling, which is a component of machinery and equipment, net.
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5 — Intangible Assets, net
The following table summarizes the components of intangible asset balances:
As of December 31,
2024
2023
Patents — in use
$
321,874
$
321,874
Patents — fully amortized
70,164
70,164
Patents — in process
177,023
128,221
Internally developed software — in use
1,840,520
1,773,720
Internally developed software — in process
1,835,189
1,149,409
Trademarks
38,067
27,697
4,282,837
3,471,085
Accumulated amortization
( 1,184,146 )
( 952,032 )
Total
$
3,098,691
$
2,519,053
Amortization expense of intangible assets was $ 232,114 and $ 117,047 for the year ended December 31, 2024, and 2023, respectively.
Expected annual amortization expense for the next five years related to intangible assets is as follows (excludes in-process intangible assets):
2025
$
235,703
2026
$
223,987
2027
$
150,274
2028
$
147,672
2029
$
143,950
6 — Segment Reporting
The Company operates in one business segment that develops, manufactures, markets and distributes MRI compatible medical devices and related accessories, disposables and services relating to them. The determination of a single business segment is consistent with the consolidated financial information regularly provided to the Company’s appointed chief operating decision maker (“CODM”), who is President, Chief Executive Officer, and Chairman of the Board of Directors, Roger Susi. As the Company has only one operating segment and is managed on a consolidated basis, the measure of profit or loss is consolidated net income or loss. See the Consolidated Statements of Operations.
7 — Stock-Based Compensation
In April 2014, our Board of Directors adopted and our stockholders approved the 2014 Equity Incentive Plan (“2014 Plan”). Upon adoption and approval of the 2014 Plan, the previous equity incentive plan was terminated and the remaining shares available for future awards were canceled. The 2014 Plan initially reserved 1,000,000 shares of our common stock for awards of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, RSUs, performance awards and other stock-based and cash awards. On June 12, 2020, the stockholders approved an amendment to the 2014 Plan, which reserved an additional 1,000,000 shares of our common stock for the various equity awards mentioned above. The 2014 Plan expired in April 2024 and the remaining shares available for granting future awards were cancelled.
On June 15, 2023, our Board of Directors adopted, and our stockholders approved the 2023 Equity Incentive Plan (“2023 Plan”). The 2023 Plan reserves 1,500,000 shares of our common stock for awards of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, RSUs, performance awards and other stock-based awards. As of December 31, 2024, there were 1,309,213 shares available for future granting and vesting of
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awards under the 2023 Plan. The 2023 Plan will expire on June 15, 2033, when any remaining shares available for future awards will be cancelled.
Stock-based compensation was recognized as follows in the Statements of Operations:
Year Ended
December 31,
2024
2023
Cost of revenue
$
243,971
$
247,848
General and administrative
1,534,054
1,183,644
Sales and marketing
528,116
562,940
Research and development
218,395
192,477
Total
$
2,524,536
$
2,186,909
Stock Options
The following table presents a summary of our stock option activity as of and for the year ended December 31, 2024:
Weighted-Average
Weighted-Average
Remaining
Aggregate
Exercise Price
Contractual
Intrinsic
Options
Per Share
Life (Yrs.)
Value
Outstanding beginning of period
3,010
$
9.84
—
$
—
Options exercised
( 3,010 )
9.84
—
—
Outstanding end of period
—
$
—
—
$
—
The total intrinsic value of options exercised during the year ended December 31, 2024 and 2023 was $ 132,219 and $ 698,855 respectively.
No options were granted during the years ended December 31, 2024 and December 31, 2023.
Restricted Stock Units
The following table presents a summary of our RSU activity as of and for the year ended December 31, 2024:
Restricted
Weighted-Average
Stock
Grant Date
Units
Fair Value
Unvested at December 31, 2023
141,327
$
34.47
Granted
47,452
$
53.90
Vested
( 51,069 )
$
33.70
Cancelled/Forfeited
( 3,130 )
$
34.69
Unvested at December 31, 2024
134,580
$
41.60
As of December 31, 2024, we had $ 4,692,820 of unrecognized compensation cost related to the unvested RSUs, which is expected to be recognized over a weighted-average period of 2.54 years.
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Performance-Based Restricted Stock Units
The following table presents a summary of our PSU activity as of and for the year ended December 31, 2024:
Performance-Based
Weighted-Average
Restricted
Grant Date
Stock Units
Fair Value
Unvested at December 31, 2023
36,792
$
48.13
Granted
12,272
$
71.41
Vested
( 4,813 )
$
57.69
Cancelled/Forfeited
—
$
—
Unvested at December 31, 2024
44,251
$
53.54
During the year ended December 31, 2024, the Company awarded 12,272 PSUs. The awards will vest three years from the award date based on the achievement of certain performance criteria approved by the Compensation Committee.
During the year ended December 31, 2023, the Company awarded 13,160 PSUs. The awards will vest three years from the award date based on the achievement of certain performance criteria approved by the Compensation Committee.
Based on the level of achievement of the performance criteria at the end of the three years for each of the PSUs awarded, the number of shares earned can range from zero to 200 percent of the remaining shares outstanding; therefore, the maximum number of shares that can be issued under these awards is twice the original remaining outstanding awards of 44,251 PSUs, or 88,502 shares. Currently, for accounting purposes, we assume the full 88,502 are probable.
For the year ended December 31, 2024, the Company recognized $ 16,789 in stock compensation expense related to the 12,272 PSUs granted in December 2024 compared to $ 17,779 in stock compensation expense for the same period recognized in 2023 related to the 13,160 PSUs granted in December 2023.
For the year ended December 31, 2024, the grant date fair value of the PSUs was $ 71.41 per unit, which was calculated using a Monte-Carlo simulation model with an expected term of three years and a risk-free interest rate of 4.13 %. The Monte-Carlo simulation incorporated the volatility and dividend yield for the Company and the Nasdaq US Small Cap Medical Equipment Index. Index volatility was 31.0 % and dividend yield was 1.0 %. The volatility and dividend yield used for the Company was 46.8 % and 1.0 %, respectively.
As of December 31, 2024, we had $ 1,583,150 of unrecognized compensation cost related to the unvested PSUs, which is expected to be recognized over a weighted-average period of 2.34 years.
8 — Other Income, Net
Other income, net consists of:
Year Ended December 31,
2024
2023
Interest income
$
2,193,145
$
1,864,113
Foreign currency exchange losses
( 42,888 )
( 148,842 )
Disposal of assets
( 3,871 )
( 12,473 )
Other income, net
164,346
—
Total other income, net
$
2,310,732
$
1,702,798
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9 — Income Taxes
The components of the provision for income taxes are as follows:
Year Ended December 31,
2024
2023
Current taxes:
U.S. federal
$
4,495,672
$
4,691,517
State
1,238,323
1,273,073
Foreign
5,090
2,835
Total current tax expense
5,739,085
5,967,425
Deferred taxes:
U.S. federal
( 595,877 )
( 1,195,888 )
State
( 101,775 )
( 226,057 )
Total deferred tax expense
( 697,652 )
( 1,421,945 )
Provision for income tax expense
$
5,041,433
$
4,545,480
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The significant components of the deferred tax assets and liabilities were as follows:
As of December 31,
2024
2023
Deferred income tax assets (liabilities):
Stock compensation
$
406,030
$
163,084
Deferred revenue
642,867
756,267
Reserves and allowances
439,800
607,273
Depreciation and amortization
( 390,800 )
( 495,359 )
Capitalized research and development
1,721,199
1,091,003
Other, net
1,372
548
Total deferred income taxes, net
$
2,820,468
$
2,122,816
A reconciliation of the statutory U.S. federal tax rate to our effective rate is as follows:
Year Ended December 31,
2024
2023
Statutory U.S. federal tax rate
21.0
%
21.0
%
Stock compensation expense and tax windfalls upon exercises and vesting
( 1.0 )
( 0.9 )
State taxes, net of federal benefit
3.6
4.8
Permanent items
0.3
0.4
Provision to return adjustments, net
( 0.4 )
( 1.7 )
Foreign derived intangible income
( 1.2 )
( 1.8 )
Research and development credits
( 1.5 )
( 1.2 )
Other
0.1
0.2
Effective rate
20.8
%
20.9
%
As of December 31, 2024 the Company has fully utilized their carryforward net operating losses for state tax purposes. Many states follow the 20-year carryforward period for net operating losses; however, a select few have a shorter expiration period.
The Company files income tax returns with the U.S. federal government, Singapore, and various state and local jurisdictions that are subject to potential examination by the respective taxing authorities. The Company is currently under examination by the U.S. Internal Revenue Service for 2021 and remains subject to income tax examinations for
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U.S. federal for 2021 and subsequent years. Various U.S. state income taxes for 2020 and subsequent years remain open by statute.
A valuation allowance for deferred tax assets is provided when it is more likely than not that some portion of the deferred tax asset will not be realized. Management has evaluated the need for a valuation allowance for deferred tax assets, considering the reversal of temporary differences, and believes it is more likely than not that the Company will realize the recorded net deferred income tax assets as of December 31, 2024.
10 — Leases
We have entered into operating lease contracts for our plant and office space and various office equipment. We have three material lease contracts outstanding.
In January 2014, we entered into a non-cancelable operating lease, commencing July 1, 2014, for our manufacturing and headquarters facility in Winter Springs, Florida owned by Susi, LLC, an entity controlled by our President, Chief Executive Officer, and Chairman of the Board, Roger Susi. Pursuant to the terms of our lease for this property, the monthly base rent is $ 34,133 , adjusted annually for changes in the consumer price index. For the year ended December 31, 2024 and 2023, the Company paid Susi, LLC $ 518,348 and $ 626,239 respectively related to this lease. Under the terms of the lease, we are responsible for property taxes, insurance and maintenance expenses. On May 29, 2024, the Company entered into a lease amendment (the “Lease Amendment”) with Susi, LLC under which it did not exercise the second five-year option because of the Company’s continued construction of a new corporate office and manufacturing facility in Orange County, Florida, to accommodate our increased operations and anticipated growth. Pursuant to the terms of the Lease Amendment, the monthly base rent is $ 34,133 , adjusted annually for changes in the consumer price index, and the Lease Amendment has an expiration date of May 31, 2025, and includes an option to renew on a month-to-month basis for up to six months thereafter. This Lease Amendment does not contain any residual value guarantee or material restrictive covenants
In February 2023, we entered into two , two-year , non-cancelable operating leases for approximately 5,400 square feet of additional office space in Winter Springs, Florida. Pursuant to the lease terms the total monthly base rent is $ 10,055 . For the year ended December 31, 2024 and 2023, the Company paid $ 126,522 and $ 110,605 respectively. Under the terms of the lease, we are responsible for insurance and maintenance expenses. Pursuant to the contract terms, the leases expired February 2025 and do not contain any residual value guarantee or material restrictive covenants.
Operating lease cost recognized in the Statements of Operations is as follows:
Year Ended
December 31,
2024
2023
Cost of revenue
$
235,934
$
233,101
General and administrative
531,213
392,901
Sales and marketing
13,204
13,045
Research and development
36,581
36,143
Total
$
816,932
$
675,190
Lease costs for short-term leases, such as printers and copiers, were immaterial for the years ended December 31, 2024 and 2023.
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Maturity of Operating lease liability as of December 31, 2024, is as follows:
2025
192,498
Total lease payments
192,498
Imputed interest
( 37,810 )
Present value of lease liability
$
154,688
We used a discount rate of 6.0 % to determine the present value of the operating lease liability on January 1, 2019. In 2024 we completed a mid-year reassessment and right-of-use asset adjustment due to the lease amendment and anticipated completion of our new executive offices and manufacturing facility.
11 — Employee Benefit Plan
We sponsor a 401(k) tax-deferred savings plan under which eligible employees may elect to have a portion of their salary deferred and contributed to the plan. Employer matching contributions are determined by management and are discretionary. Employer matching contributions were $ 583,637 and $ 540,503 for the year ended December 31, 2024, and 2023, respectively. Employer contributions vest immediately.
12 — Commitments and Contingencies
Purchase commitments. We had various purchase orders for goods or services totaling approximately $ 7,523,859 and $ 8,217,571 as of December 31, 2024 and 2023, respectively. No amounts related to these purchase orders have been recognized in our balance sheet.
Indemnifications. Under our amended and restated bylaws, we have agreed to indemnify our officers and directors for certain events or occurrences arising as a result of the officer or director serving in such capacity. We have a director and officer liability insurance policy that limits our exposure under these indemnifications and enables us to recover a portion of any future loss arising out of them.
In addition, in the normal course of business, we enter into contracts that contain indemnification clauses whereby the Company indemnifies our customers against damages associated with product failures. We have determined that these agreements fall within the scope of ASC 460, Guarantees . We have obtained liability insurance providing coverage that limits our exposure for these indemnified matters. We have not incurred costs to defend lawsuits or settle claims related to these indemnities. We believe the estimated fair value of these indemnities is immaterial and have not recorded a liability for these agreements as of December 31, 2024.
Legal matters. We may from time to time become a party to various legal proceedings or claims that arise in the ordinary course of business.
13 — Capital Stock
The rights and privileges of our Series A Preferred Stock and Common Stock are as follows:
Series A Preferred Stock
We are authorized to issue 3,500,000 shares of preferred stock, of which 800,000 of these shares shall be designated as Series A Preferred Stock (“Preferred Stock”) with a par value of $ 0.0001 per share. As of December 31, 2024, there was no preferred stock issued or outstanding.
Voting and Dividends. The holder of each share of Preferred Stock has the right to one vote for each share of Common Stock into which such Preferred Stock could then be converted. The holders of the Preferred Stock are entitled to receive dividends from legally available assets prior to any declaration or payment of dividends to the holders of Common Stock. Dividends on each share of Preferred Stock are initially at $ 0.06429 per year payable when and as
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declared by the Board and are non-cumulative. After payment of such dividends, any additional dividends or distributions are distributed among all holders of Common Stock and Preferred Stock in proportion to the number of shares of Common Stock that would be held by each holder if all shares of Preferred Stock were converted to Common Stock at the then effective conversion rate. To date, no dividends have been declared.
Liquidation. In the event of any liquidation, dissolution or winding up of our Company, either voluntary or involuntary, the holders of the Preferred Stock are entitled to receive, prior and in preference to any distribution of the proceeds resulting from such liquidation event to holders of the Common Stock, an amount equal to $ 1.07143 plus declared but unpaid dividends. If, upon occurrence of such liquidation event, the proceeds are insufficient to permit the payment of the aforementioned amount in full, then the entire proceeds shall be distributed ratably among all holders of the Preferred Stock in proportion to the full amount each holder would otherwise receive.
Conversion. Each share of Preferred Stock is convertible at any time, at the option of the holder, into such number of fully paid non-assessable shares of Common Stock as is determined by dividing the original issue price of each share of Preferred Stock by the applicable conversion price. The initial conversion price per share is $ 1.07143 . Adjustments to the initial conversion price may result from a recapitalization event or changes in the number of common shares outstanding. Each share of Preferred Stock automatically converts into shares of fully paid non-assessable shares of Common Stock, at the then applicable conversion rate, upon the date specified by written consent or agreement of the holders of a majority of the then outstanding shares of Preferred Stock, voting as a single class on an as-converted basis.
Redemption. Upon a majority vote of the then outstanding shares of Preferred Stock, we may, at our discretion, redeem or purchase shares of Preferred Stock. We also have a first right of refusal to repurchase shares of the Preferred Stock arising from a holder’s proposal to sell such Preferred Stock.
Common Stock
We are authorized to issue 31,500,000 shares of Common Stock with a par value of $ 0.0001 per share.
Voting and Dividends. Each outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly submitted to the stockholders of the Company for their vote except for matters related to potential amendments to our Certificate of Incorporation or matters that solely relate to the terms of one or more outstanding series of our Preferred Stock. Holders of our Common Stock are entitled to receive, when, as and if declared by the Board, dividends pro rata based on the number of shares of Common Stock held. These dividend rights are junior to those of the holders of Preferred Stock.
Liquidation. Liquidation preference to the holders of Common Stock is junior to that of the holders of Preferred Stock.
Redemption. The Common Stock is not redeemable.
14 — Subsequent Events
In February 2025 , our Board of Directors declared a regular quarterly cash dividend of $ 0.17 per share of our outstanding common stock, payable on March 5, 2025 , to stockholders of record as of the close of business on February 24, 2025 . Total payment for this cash dividend was $ 2,161,522 .
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