908 Devices Inc.
For the period ended Mar 31, 2025. Filed May 13, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 13, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-12.
0001558370-24-015175
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-13.
0001558370-25-007502
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 177 previous paragraphs and 136 current paragraphs.
62 unchanged; 49 reworded; 16 added; 55 removed; 11 previous and 9 current paragraphs rearranged.
Tables are not compared: 39 previous and 27 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (16)
Current report
On March 4, 2025, the Company completed the sale of its Desktop Portfolio to Repligen. The Company has determined the sale of the Desktop Portfolio represents a strategic shift that will have a major effect on its business and therefore met the criteria for classification as discontinued operations in March 31, 2025. Accordingly, the Desktop Portfolio is reported as discontinued operations in accordance with ASC 205-20,Discontinued Operations. The related assets and liabilities of the Desktop Portfolio are classified as assets and liabilities of discontinued operations in the consolidated balance sheets and the results of operations from the Desktop Portfolio as discontinued operations in the consolidated statements of operations. Applicable amounts in prior years have been recast to conform to this discontinued operations presentation. The Company recognized a gain on the sale of the Desktop Portfolio upon closing.
Current report
We are also closely monitoring recently revised tariffs on parts and components imported into the U.S., as well as reciprocal tariffs recently implemented by non-U.S. countries where we export our finished products. We do not expect these tariffs to materially impact our business or results of operations in fiscal 2025. Nonetheless, we will continue to review and assess how the currently announced and any other additional tariffs may affect our business, results of operations or financial condition in the future.
Current report
Operating Expenses
Current report
Beginning in the first quarter of 2025, general and administrative expenses also include labor and passthrough costs, reimbursable by Repligen, incurred in performing duties under the TSA.
Current report
Income from Transition Services Agreement, net
Current report
Income from transition services agreement, net represents service charges provided to Repligen to facilitate the transition of the Desktop Portfolio, net of directly identifiable costs. The scope of transition services includes the provision of certain manufacturing services, research and development support and certain administrative functions related to the Desktop
Current report
Portfolio. In addition, the Transition Services Agreement by and between the Company and Repligen, dated as of March 4, 2025, or the TSA, provides Repligen with access to the Company’s facility in Boston, Massachusetts.
Current report
Utilization of the net operating loss and research and development tax credit carryforwards may be subject to a substantial annual limitation under Sections 382 and 383 of the Internal Revenue Code of 1986 due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50% over a three-year period. Since its formation, the Company has raised capital through the issuance of capital stock on several occasions. These financings, combined with the purchasing shareholders' subsequent disposition of those shares, may have resulted in a change of control or could result in a change of control in the future upon subsequent disposition. The Company conducted an analysis to determine if historical changes in ownership through March, 2025 would limit or otherwise restrict its ability to utilize these net operating loss and research and development credit carryforwards. As a result of this analysis, the Company does not believe there are any significant limitations on its ability to utilize these carryforwards. However, future changes in ownership after March 31, 2025 could affect the limitation in future years. Any limitation may result in expiration of a portion of the net operating loss or research and development credit carryforwards before utilization.
Current report
Unless otherwise noted, all amounts included below relate to continuing operations. The results of operations from the Desktop Portfolio are classified as discontinued operations in the consolidated statements of operations. Applicable amounts in prior years have been recast to conform to this presentation.
Current report
Service and Contract revenue
Current report
Operating Expenses
Current report
The fair value of contingent consideration increased by $2.5 million, primarily due to the increases in the Company’s publicly quoted share price during the three months ended March 31, 2025.
Current report
Income from transition services agreement, net
Current report
Income from the transition services agreement, net was $0.4 million for the three months ended March 31, 2025.
Current report
Other expense (income), net
Current report
During the three months ended March 31, 2025, net cash provided by investing activities was $50.3 million, due primarily to $69.9 million of proceeds from the sale of the Desktop Portfolio and $4.9 million of proceeds from the maturity of marketable securities, partially offset by $24.3 million in purchases of marketable securities.
Removed paragraphs (55)
Previous report
On April 29, 2024, the Company entered into an Equity Purchase Agreement (the “Purchase Agreement”) with CAM2 Technologies, LLC (d/b/a RedWave Technology) (“RedWave”), CAM3 HoldCo, LLC, a Connecticut limited liability company (“Seller Entity”), each of the holders of outstanding equity interests of Seller Entity (the “Beneficial Sellers”), and the other parties thereto, pursuant to which the Company purchased all of the outstanding equity interests of RedWave, and the transaction closed on the same day. The purchase price included an initial payment of $45.0 million in cash and 1,497,171 unregistered shares of the Company’s common stock, which reflects closing adjustments relating to working capital, cash and debt adjustments. The cash consideration is subject to additional working capital, cash, debt, and transaction expense adjustments. RedWave is a leading provider of portable FTIR spectroscopic analyzers for rapid chemical identification of bulk materials. FTIR (Fourier Transform Infrared), an optical spectroscopy technology, is highly regarded for its specific substance identification abilities across a broad range of bulk materials. This acquisition provides the Company with an expanded portfolio of handheld chemical analysis devices for forensic workflows that quickly detect and identify unknown solids, liquids, vapors, and aerosols at the point of need. In addition, RedWave bolsters the Company’s desktop portfolio with a line of accessories for pharma Process Analytical Technology (PAT) and industrial QC applications.
Previous report
Our desktop devices are typically used by the pharmaceutical, biotechnology and academia markets. Our sales cycles within these markets tend to vary based on the size of the customer and the number of devices they purchase. Our shortest sales cycles are typically for small laboratories and individual researchers where, in some cases, we receive purchase orders from these customers within three months. Our sales process with other institutions can be longer with most customers submitting purchase orders within six to twelve months. Given the variability of our sales cycle, we have in the past experienced, and likely will in the future experience, fluctuations in our desktop device sales on a period-to-period basis.
Previous report
Interface require consumables kits for all areas of operations. Currently, Rebel customers, who are actively utilizing the device, are consuming on average approximately half a 200-sample kit per month; however, Rebel is a relatively new product and purchasing patterns related to our consumables kits are evolving. We expect that the number of kits sold per month will vary over the short term. In time, we expect Rebel consumables kits sales to become more consistent as our installed base grows and our customers establish usage patterns. At maximum potential capacity, with continuous operation, the Rebel can consume approximately one 200-sample kit per day. Maverick devices require consumables, probes and standards for all areas of operations. Maven and related sampling devices require consumable sets of buffers, probes and biosensors for all areas of operations.
Previous report
Our consumables consist of:
Previous report
Rebel and ZipChip Interface consumables can only be used with our devices and there are no alternative after-market options that can be used as a substitute. Each chip is used for a defined number of samples (or runs). We recognize revenue from the sale of consumables as the consumable products are shipped.
Previous report
Goodwill impairment is the result of the fair value of our single reporting unit being less than its carrying value. The goodwill impairment resulted from sustained decreases in our publicly quoted share price and market capitalization.
Previous report
When considering a hypothetical sensitivity analysis to our goodwill assessment in future periods, could a triggering event be identified, a further 5% decline in our stock price with all other inputs being equal could result in an impairment charge of approximately $7 million.
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Interest expense
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We recognized an income tax benefit of $0.2 million and $0.2 million during the nine months ended September 30, 2024 and 2023, respectively. The income tax benefit recognized during the nine months ended September 30, 2024 and 2023, primarily resulted from a reduction in the deferred tax liabilities recorded as part of our acquisition of 908 Devices GmbH.
Previous report
and a $0.3 million decrease in desktop product revenue, mainly due to the desktop device placement mix for the three months ended September 30, 2024 compared to the three months ended September 30, 2023.
Previous report
Product gross profit decreased by $0.9 million, or 12%, and gross profit margin decreased by eleven percentage points for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. The decrease in product gross profit was primarily due to the higher intangible amortization resulting in a five percentage point decrease, as well as credits within manufacturing variances during the three months ended September 30, 2023, resulting in a five percentage point decrease.
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Service
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Contract
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Contract revenue increased by less than $0.1 million for the three months ended September 30, 2024, compared to the three months ended September 30, 2023, during which there was no contract revenue. During the three months ended September 30, 2024 we recognized contract revenue with a new customer.
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Contract cost of revenue increased by less than $0.1 million for the three months ended September 30, 2024, compared to the three months ended September 30, 2023, during which there was no contract cost of revenue.
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Contract gross profit increased by less than $0.1 million for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, during which there was no contract gross profit.
Previous report
The key assumptions, such as revenue projection, equity volatility rate of the Company, revenue volatility rate and discount rate are utilized to estimate the fair value of the contingent consideration under Monte Carlo simulation. The decline in such key assumptions resulted in an adjustment to the fair value of the contingent consideration obligation for the three months ended September 30, 2024 of a credit of $12.1 million that reduced the value of our contingent consideration liability for that period. For the three months ended September 30, 2023, a charge of $0.1 million was recorded to reflect an increase in the value of the contingent consideration liability related to the Trace acquisition.
Previous report
As a result of sustained decreases in our publicly quoted share price and market capitalization, a $30.5 million goodwill impairment was recorded for the three months ended September 30, 2024.
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Interest expense
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Interest expense for the three months ended September 30, 2023 was a $0.4 million recovery of debt termination fees. We did not recognize any interest expense for the three months ended September 30, 2024.
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Other expense, net
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Benefit for Income Taxes
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Benefit for income taxes was $0.1 million for the three months ended September 30, 2024, relatively unchanged from the three months ended September 30, 2023.
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Comparison of the nine months ended September 30, 2024 and 2023
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Product
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Product revenue increased by $1.6 million, or 5%, for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. The increase was primarily related to $5.4 million in product revenue from our recently acquired FTIR products. This increase was offset in part by a $1.6 million decrease in MX908 related handheld product revenue, mainly due to fewer device placements, a $0.8 million decrease from component shipments under our subcontract agreement with a commercial entity that holds a U.S. government prime contract as well as a $1.4 million decrease in desktop product revenue, mainly due to 12 fewer desktop device placements, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.
Previous report
Product cost of revenue increased by $0.9 million, or 7%, for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. The increase in product cost of revenue was primarily related to an increase in production costs related to the higher product revenues, $1.1 million in higher intangible amortization, $0.8 million in higher personnel related costs, partly related to our RedWave acquisition, and $0.5 in higher manufacturing variances. These increases were offset in part by a $1.1 million increase in labor and overhead absorption related to the timing of production builds in the nine months ended September 30, 2024 and a $0.8 million decrease in materials and supplies consumed in production related activities.
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Service
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Service revenue increased by $3.6 million, or 53%, for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. The increase was primarily related to an increase in handheld service revenues related to extended service contracts for MX908 devices and to a lesser extent, our recently acquired FTIR products, as well as an increase in handheld training revenue.
Previous report
Service cost of revenue increased by $1.3 million, or 29%, for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. The increase in service cost of revenue was primarily related to a $0.5 million increase in material costs and contract trainers used to support the higher handheld training revenue, as well as a $0.4 million increase in personnel and other operating costs, partly related to our RedWave acquisition, and a $0.2 million increase related to stock-based compensation.
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Contract
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Contract revenue decreased by $0.2 million, or 62%, for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. During the nine months ended September 30, 2024 we recognized contract revenue with two new commercial entities. Contract revenue for the nine months ended September 30, 2023, was related to activities under
Previous report
our subcontract agreement with a commercial entity that holds a U.S. government prime contract, which was concluded in the second quarter of 2023.
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Contract cost of revenue decreased by 23% for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. The decrease was primarily due to the lower contract revenue but also impacted by the higher costs to perform under the new contracts during the nine months ended September 30, 2024.
Previous report
Contract gross profit decreased by $0.2 million for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, primarily due to the reduced level of funding and the lower gross profit with our new contracts compared to our prior arrangement during the nine months ended September 30, 2023.
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Research and development
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Our research and development expenses were $19.0 million for the nine months ended September 30, 2024, an increase of $2.5 million from research and development expenses of $16.5 million for the nine months ended September 30, 2023. The increase was partly due to the increased expenses from the RedWave acquisition and was due primarily to a $1.1 million increase in personnel and related costs, a $0.5 million increase in stock-based compensation, a $0.4 million increase in project spend related to materials and consulting, and a $0.2 million increase in depreciation and occupancy related expenses, mainly related to our facility in North Carolina.
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Selling, general and administrative expenses
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Our selling, general and administrative expenses were $39.9 million for the nine months ended September 30, 2024, an increase of $5.6 million from selling, general and administrative expenses of $34.3 million for the nine months ended September 30, 2023. The increase was partly due to the increased expenses from the RedWave acquisition and was due primarily to a $2.4 million increase in banker, legal and accounting fees, mainly related to our acquisition of RedWave, a $1.9 million increase in salaries and related costs, a $0.8 million increase in stock-based compensation, a $0.4 million increase in consulting, legal and related costs not related to the acquisition and a $0.4 million increase in travel and related costs. These increases were partially offset by a $0.5 million decrease in severance and related costs and a $0.2 million decrease in insurance costs.
Previous report
The key assumptions, such as revenue projection, equity volatility rate of the Company, revenue volatility rate and discount rate are utilized to estimate the fair value of the contingent consideration under Monte Carlo simulation. The decline in such key assumptions resulted in an adjustment to the fair value of the contingent consideration obligation for the nine months ended September 30, 2024 of a credit of $12.1 million that reduced the value of the contingent consideration liability. For the nine months ended September 30, 2023, a charge of $0.3 million was recorded to increase the value of the contingent consideration liability related to the Trace acquisition.
Showing the first 40 of 55 passages. Open the source sections for the rest.
Reworded paragraphs (49)
Previous wording
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on March 8, 2024 (“2023 Form 10-K”). Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in “Item 1.A. Risk Factors” section of our 2023 Form 10-K, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Current wording
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March7, 2025, or the2024* Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in “Item 1.A. Risk Factors” section of our 2024 Form 10-K, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.*
Previous wording
We have developed an innovative suite of purpose-built handheld and desktop devices for point-of-need chemical analysis. Leveraging complementary analytical technologies including our proprietary mass spectrometry, or Mass Spec, microfluidics, and analytics and machine learning technologies, we make devices that are significantly smaller and more accessible than conventional laboratory instruments. Our devices are used at the point-of-need to interrogate unknown and invisible materials and provide quick, actionable answers to directly address some of the most critical problems in forensics, bioprocessing, pharma/biopharma, life science research and adjacent markets.
Current wording
We have developed an innovative suite of purpose-built handheld devices for point-of-need chemical analysis. Leveraging complementary analytical technologies including our proprietary mass spectrometry, or Mass Spec, and FTIR, an optical spectroscopy technology and analytics and machine learning technologies, we make devices that are significantly smaller and more accessible than conventional laboratory instruments. Our devices are used at the point-of-need to interrogate unknown and invisible materials and provide quick, actionable answers to directly address vital health and safety applications, including the fentanyl and illicit drug crisis, toxic carcinogen exposure, and global security threats.
Previous wording
Front-line workers rely upon our handheld devices to combat the opioid crisis and detect counterfeit pharmaceuticals and illicit materials in the air or on surfaces at levels 1,000 times below their lethal dose. First responders also utilize our handheld devices to detect and identify thousands of hazardous bulk materials. Our desktop devices are accelerating development and production of biotherapeutics by identifying and quantifying extracellular species in bioprocessing critical to cell health and productivity. They sit alongside or are directly connected to bioreactors and fermenters producing drug candidates, functional proteins, cell and gene therapies, and synthetic biology derived products. We believe the insights and answers our devices provide accelerate workflows, reduce costs, and offer transformational opportunities for our end users. The term “products” as used in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” refers to the MX908, ThreatID, ProtectIR, XplorIR, Rebel, ZipChip Interface, Maverick, Maven and related sampling devices.
Current wording
Front-line workers rely upon our handheld devices to combat the opioid crisis and detect counterfeit pharmaceuticals and illicit materials in the air or on surfaces at levels 1,000 times below their lethal dose. First responders also utilize our handheld devices to detect and identify thousands of hazardous bulk materials. The term “products” as used in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” refers to the MX908, ThreatID, ProtectIR, XplorIR and related devices.
Previous wording
Since our inception, we have incurred significant operating losses. Our ability to generate revenue sufficient to achieve profitability will depend on the successful further development and commercialization of our products. We generated revenue of $40.8 million and $35.9 million for the nine months ended September 30, 2024 and 2023, respectively, and incurred net losses of $52.8 million and $29.0 million for those same periods. As of September 30, 2024, we had an accumulated deficit of $223.4 million. We expect to continue to incur net losses as we focus on growing sales of our products in both the United States and international markets, including expanding our sales teams as we grow, scaling our manufacturing operations,
Current wording
Since our inception, we have incurred significant operating losses. Our ability to generate revenue sufficient to achieve profitability will depend on the successful further development and commercialization of our products. We generated revenue from continuing operations of $11.8 million and $7.4 million for the three months ended March 31, 2025 and 2024, respectively, and incurred net losses of $9.8 million and $5.9 million for those same periods. As of March 31, 2025, we had an accumulated deficit of $199.2 million. We expect to continue to incur net losses as we focus on growing sales of our products in both the United States and international markets, scaling our manufacturing operations, continuing research and development efforts to develop new products and further enhance our existing products. As a result, we may need additional funding for expenses related to our operating activities, including selling, general and administrative expenses and research and development expenses.
Previous wording
Because of the numerous risks and uncertainties associated with product development and commercialization, we are unable to accurately predict the timing or amount of increased expenses or when, or if, we will be able to achieve or maintain profitability. Until such time, if ever, as we can generate substantial revenue sufficient to achieve profitability, we expect to finance our operations through a combination of equity offerings, debt financings and strategic alliances. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on favorable terms, or at all. If we are unable to raise capital or enter into such agreements as, and when, needed, we may have to significantly delay, scale back or discontinue the further development and commercialization efforts of one or more of our products, or may be forced to reduce or terminate our operations.
Current wording
Because of the numerous risks and uncertainties associated with product development and commercialization, we are unable to accurately predict the timing or amount of increased expenses or when, or if, we will be able to achieve or maintain profitability. Until such time, if ever, as we can generate substantial revenue sufficient to achieve profitability, we expect to finance our operations through a combination of available cash, equity offerings, debt financings and strategic alliances. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on favorable terms, or at all. If we are unable to raise capital or enter into such agreements as, and when, needed, we may have to significantly delay, scale back or discontinue the further development and commercialization efforts of one or more of our products, or may be forced to reduce or terminate our operations.
Previous wording
We are continuing to closely monitor macroeconomic factors, including, but not limited to, continued inflationary and interest rate pressures, challenging capital market conditions and the limited availability of financing alternatives, which may have an impact on our business, results of operations and financial results.
Current wording
We are continuing to closely monitor macroeconomic factors, including, but not limited to, continued inflationary and interest rate pressures, changes in countries’ trade policies and tariffs, challenging capital market conditions and the limited availability of financing alternatives, which may have an impact on our business, results of operations and financial results.
Previous wording
We are closely monitoring continued economic uncertainty in the United States and abroad, including volatility in the global markets and the rise and fluctuations in inflation and interest rates. These developments and the potential worsening of other macro-economic conditions present risks for us, and our suppliers and customers. For example, general inflation in the United States, EMEA and other geographies has recently been at levels not experienced in recent decades, which has led to higher prices for our raw materials and other inputs, as well as higher salaries and travel expenses, which could continue to negatively impact our business by increasing our cost of sales and operating expenses. General inflation could also negatively impact our business if it leads to spending pressure and decreased available capital for our customers to deploy to purchase our products and services.
Current wording
We are closely monitoring continued economic uncertainty in the United States and abroad, including volatility in the global markets and the rise and fluctuations in inflation and interest rates. These developments and the potential worsening of other macroeconomic conditions present risks for us, our suppliers and customers. For example, general inflation in the United States, Europe, the Middle East and other geographies has recently been at levels not experienced in recent decades, which has led to higher prices for our raw materials and other inputs, as well as higher salaries and travel expenses, which could continue to negatively impact our business by increasing our cost of sales and operating expenses. General inflation could also negatively impact our business if it leads to spending pressure and decreased available capital for our customers to deploy to purchase our products and services.
Previous wording
Challenging capital market conditions and the limited availability of financing alternatives, together with inflationary and interest rates pressures, may contribute to more cautious spending by our customers. Certain of our pharmaceutical and biotechnology customers, including bioprocessing customers, may evaluate their inventory levels, cash on hand and path to profitability, and institute cost controls and take other actions to reduce or delay purchases of our products and services. We cannot accurately predict the full impact of current macroeconomic factors on the budgets and capital expenditures of our customers, or the timing of the normalization of customer purchasing patterns.
Current wording
Challenging capital market conditions and the limited availability of financing alternatives, together with inflationary and interest rates pressures, and other economic uncertainty, including as a result of changes in countries’ trade policies and tariffs, may contribute to more cautious spending by our customers. Certain of our customers may evaluate their inventory levels, cash on hand and path to profitability, and institute cost controls and take other actions to reduce or delay purchases of our products and services. We cannot accurately predict the full impact of current macroeconomic factors on the budgets and capital expenditures of our customers, or the timing of the normalization of customer purchasing patterns.
Previous wording
While it is difficult to predict all of the impacts these global economic events and continued inflationary and interest rate pressures will have on our business and to predict the effects of these factors on our customers’ spending in the near term, we believe the long-term opportunity that we see for our products and services remain unchanged.
Current wording
While it is difficult to predict all of the impacts these global economic events and continued inflationary, tariff and interest rate pressures will have on our business and to predict the effects of these factors on our customers’ spending in the near term, we believe the long-term opportunity that we see for our products and services remain unchanged.
Previous wording
Our financial performance has largely been driven by, and in the future will continue to be impacted by, the rate of sales of our handheld and desktop devices. Management focuses on device sales as an indicator of current business success and a leading indicator of likely future recurring revenue from consumables and services. We expect our device sales to continue to grow as we increase penetration in our existing markets and expand into, or offer new features and solutions that appeal to, new markets.
Current wording
Our financial performance has largely been driven by, and in the future will continue to be impacted by, the rate of sales of our handheld devices. Management focuses on device sales as an indicator of current business success and a leading indicator of likely future recurring revenue from consumables and services. We expect our device sales to continue to grow as we increase penetration in our existing markets and expand into, or offer new features and solutions that appeal to, new markets.
Previous wording
We plan to grow our device sales in the coming years through multiple strategies including expanding our sales efforts domestically and globally and continuing to enhance the underlying technology and applications for bioprocessing and life sciences research related to our Maverick, Rebel, ZipChip Interface, and Maven and related sampling devices. We regularly solicit feedback from our customers and focus our research and development efforts on enhancing our devices and enabling our customers to use additional applications that address their needs, which we believe in turn helps to drive additional sales of our devices and consumables.
Current wording
We plan to grow our device sales in the coming years through multiple strategies including expanding our sales efforts domestically and globally and continuing to enhance the underlying technology and applications for our handheld devices. We regularly solicit feedback from our customers and focus our research and development efforts on enhancing our devices and enabling our customers to use additional applications that address their needs, which we believe in turn helps to drive additional sales of our devices and consumables.
Previous wording
Our sales process varies considerably depending upon the type of customer to whom we are selling. Our handheld device orders relate to our MX908, ThreatID, ProtectIR, and XplorIR, as well as components for the Aerosol and Vapor Chemical Agent Detectors (“AVCAD”) sold to our channel partner. Historically, our handheld devices have been used by municipal, state, federal and foreign governments and governmental agencies. Our sales process with government customers is often long and involves multiple levels of approvals, testing and, in some cases, trials. Device orders from a government customer are typically large orders and can be impacted by the timing of their capital budgets. As a result, the revenue for our handheld devices can vary significantly from period-to-period and has been and may continue to be concentrated in a small number of customers in any given period.
Current wording
Our handheld device orders relate to our MX908, ThreatID, ProtectIR, and XplorIR, as well as components for the Aerosol and Vapor Chemical Agent Detectors, or AVCAD, sold to our channel partner. Historically, our handheld devices have been used by municipal, state, federal and foreign governments and governmental agencies. Our sales process with government customers is often long and involves multiple levels of approvals, testing and, in some cases, trials. Device orders
Previous wording
We regularly assess trends relating to recurring revenue which includes consumables, accessories and services based on our product offerings, our customer base and our understanding of how our customers use our products. Recurring revenue was 39% and 33% of total product and service revenue for the nine months ended September 30, 2024 and 2023, respectively. Our recurring revenue as a percentage of total product and service revenue will vary based upon new device placements in the period. As our device installed base expands, recurring revenue on an absolute basis is expected to increase and over time should be an increasingly important contributor to our revenue.
Current wording
We regularly assess trends relating to recurring revenue which includes consumables, accessories and services based on our product offerings, our customer base and our understanding of how our customers use our products. Recurring revenue was 37% and 38% of total revenue for the three months ended March 31, 2025 and 2024, respectively. Our recurring revenue as a percentage of total revenue will vary based upon new device placements in the period. As our device installed base expands, recurring revenue on an absolute basis is expected to increase and over time should be an increasingly important contributor to our revenue.
Previous wording
Revenue from the sales of consumables will vary by type of device. We expect that recurring revenue as a percentage of the original device price to be higher for our desktop devices (Rebel, ZipChip Interface, Maverick, Maven and related sampling devices) than for our handheld devices (MX908, ThreatID, ProtectIR, and XplorIR). While we sell single-use swab samplers for MX908 to be used in liquid and solid materials analysis, there are a number of other applications that the MX908 can be used for that do not require consumables. ThreatID, ProtectIR, and XplorIR do not have consumables. Rebel and ZipChip
Current wording
Recurring revenue is primarily from service revenue and accessories. Consumable revenue is mainly related to single-use swab samplers for MX908 to be used in liquid and solid materials analysis, but there are a number of other applications that the MX908 can be used for that do not require consumables. ThreatID, ProtectIR, and XplorIR do not have consumables.
Previous wording
Our revenue is derived from sales of our devices, consumables, accessories and services. There will be fluctuations in mix between devices and recurring from period-to-period. Over time, as our device installed base grows and we see adoption of Rebel, we expect consumables revenue to constitute a larger percentage of product and service revenue. However, the percentage will be subject to fluctuation based upon our handheld sales in a period. In addition, our selling price and, consequently, our margins, are higher for those devices and recurring revenue that we sell directly to customers as compared to those that we sell through channel partners. While we expect the mix of direct sales as compared to sales through channel partners to remain relatively constant in the near term, we are currently evaluating increasing our direct sales capabilities in certain geographies.
Current wording
Our revenue is derived from sales of our devices, consumables, accessories and services. There will be fluctuations in the mix between devices and recurring from period-to-period. Over time, as our device installed base grows, we expect service revenue to constitute a larger percentage of total revenue. However, the percentage will be subject to fluctuation based upon our handheld sales in a period. In addition, our selling price and, consequently, our margins, are higher for those devices and recurring revenue that we sell directly to customers as compared to those that we sell through channel partners. While we expect the mix of direct sales as compared to sales through channel partners to remain relatively constant in the near term, we may consider increasing our direct sales capabilities in certain geographies based upon identified opportunities.
Previous wording
We regularly review the number of product placements and cumulative product placement as key metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections, and make strategic decisions. We believe that these metrics are representative of our current business; however, we anticipate these will change or may be substituted for additional or different metrics as our business grows.
Current wording
We regularly review the number of product placements and cumulative product placement as key metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections, and make strategic
Previous wording
During the nine months ended September 30, 2024 and 2023, our product placements (units recognized as revenue) were as follows:
Current wording
During the three months ended March 31, 2025 and 2024, our product placements (units recognized as revenue) were as follows:
Previous wording
We generate product and service revenue from the sale of our devices and recurring revenue from the sale of consumables, accessories and services. Device sales accounted for 61% and 67% of our product and service revenue for the nine months ended September 30, 2024 and 2023, respectively. Recurring revenue accounted for 39% and 33% of our product and service revenue for the nine months ended September 30, 2024 and 2023, respectively.
Current wording
We generate product and service revenue from the sale of our devices and recurring revenue from the sale of consumables, accessories and services. Device sales accounted for 63% and 62% of our total revenue for the three months ended March 31, 2025 and 2024, respectively. Recurring revenue accounted for 37% and 38% of our total revenue for the three months ended March 31, 2025 and 2024, respectively.
Previous wording
We sell our devices directly to customers and through channel partners. Each of our device sales drives various streams of recurring revenue comprised of consumable and accessory product sales and service revenue.
Current wording
We sell our devices directly to customers and through channel partners. Each of our device sales drives various streams of recurring revenue comprised of consumable and accessory product sales and service revenue. Our consumables consist primarily of accessories and swabs for MX908.
Previous wording
generally have fixed fees and terms ranging from one additional year to four additional years. We recognize revenue from the sale of extended warranty and service plans over the respective coverage period, which approximates the service effort provided by us.
Current wording
We also offer our customers extended warranty and service plans. Our extended warranty and service plans are offered for periods beyond the standard one-year warranty that all of our customers receive. These extended warranty and service plans generally have fixed fees and terms ranging from one additional year to four additional years. We recognize revenue from the sale of extended warranty and service plans over the respective coverage period, which approximates the service effort provided by us.
Previous wording
Contract agreements are arrangements whereby we provide engineering services for the development of our technology platform for specific programs or new and expanding applications of our technologies for future commercial endeavors. Our contract agreements are with the U.S. government and commercial entities (who may be contracting with the government). Contracts typically include compensation for labor effort and materials incurred related to the deliverables under the contract. Our contract revenue was related to one customer during the nine months ended September 30, 2024 and 2023, respectively.
Current wording
contract agreements are with the U.S. government and commercial entities (who may be contracting with the government). Contracts typically include compensation for labor effort and materials incurred related to the deliverables under the contract. Our contract revenue was related to one customer during the three months ended March 31, 2025.
Previous wording
During the three and nine months ended September 30, 2024 and 2023, our revenue was comprised of revenue from the following sources:
Current wording
During the three months ended March 31, 2025 and 2024, our revenue was comprised of revenue from the following sources:
Previous wording
Our product and service revenue is comprised of sales of our handheld and desktop devices and related consumables, accessories and service contracts to end-users in the government, pharmaceuticals/biotechnology and academia markets as follows:
Current wording
Our product and service revenue is comprised of sales of our devices and related consumables, accessories and service contracts to end-users in the government, pharmaceutical and industrial markets as follows:
Previous wording
We sell our products primarily in the United States; however, we continue to expand our global sales efforts as we see traction in our products and assess global market needs. The majority of our international sales are through a distribution channel.
Current wording
We sell our products primarily in the United States; however, we will continue to expand our global sales efforts as we see traction in our products and assess global market needs. The majority of our international sales are through a distribution channel.
Previous wording
We expect that our gross profit margin for product and service will increase over the long term as our sales and production volumes increase and our cost per unit decreases due to efficiencies of scale. We intend to use our design, engineering and manufacturing capabilities to further advance and improve the efficiency of our manufacturing, which we believe will reduce costs and increase our gross margin. We expect that our gross profit margin for contract will remain consistent for our contracts that are cost reimbursement contracts.
Current wording
We expect that our gross profit margin for product and service will increase over the long term as our sales and production volumes increase and our cost per unit decreases due to efficiencies of scale. We intend to use our design, engineering and
Previous wording
We believe that our continued investment in research and development is essential to our long-term competitive position and expect these expenses to increase in future periods.
Current wording
We believe that our continued investment in research and development is essential to our long-term competitive position.
Previous wording
Selling, general and administrative expenses consist primarily of salaries and other personnel costs, and stock-based compensation for our sales and marketing, finance, legal, human resources and general management, as well as professional services, such as legal, audit and accounting services. We expect selling, general and administrative expenses, amortization of customer relationship and tradename intangibles to increase in future periods as the number of sales, sales application specialists and marketing and administrative personnel grows and we continue to introduce new products, invest in demonstration equipment, broaden our customer base and grow our business. We also anticipate that we will incur increased accounting, audit, legal, regulatory, compliance and director and officer insurance costs as well as investor and public relations expenses associated with operating as a public company.
Current wording
Selling, general and administrative expenses consist primarily of salaries and other personnel costs, and stock-based compensation for our sales and marketing, finance, legal, human resources and general management, as well as professional services, such as legal, audit and accounting services, and director and officer insurance costs as well as investor and public relations expenses associated with operating as a public company.
Previous wording
Interest income consists of interest earned on our invested cash balances.
Current wording
Interest income consists of interest earned on our invested cash, cash equivalents and marketable securities balances.
Previous wording
Interest expense consists of interest expense associated with outstanding borrowings under our loan and security agreements and the amortization of deferred financing costs and debt discounts associated with such arrangements.
Current wording
Other income (expense), net consists of miscellaneous other income and expense unrelated to our core operations, interest expense associated with the amortization of deferred financing costs and debt discounts associated with our loan and security agreements and the expenses incurred for certain labor and other passthrough costs of the TSA that are not related to continuing operations and exclusivity related to the support of the TSA.
Previous wording
As of December 31, 2023, we had gross federal and state operating loss carryforwards of $108.2 million and $77.4 million, respectively, which may be available to offset future taxable income and begin to expire in 2032 and 2025, respectively, of which $73.8 million of federal gross operating losses do not expire. As of December 31, 2023, we also had U.S. federal and state research and development tax credit carryforwards of $7.2 million and $3.4 million, respectively, which may be available to offset future tax liabilities and begin to expire in 2032 and 2030, respectively.
Current wording
As of December 31, 2024, the Company had gross federal and state operating loss carryforwards of $127.9 million and $92.5 million, respectively, which may be available to offset future taxable income and begin to expire in 2032 and 2025, respectively, of which $93.5 million of federal gross operating losses do not expire. As of December 31, 2024, the Company also had U.S. federal and state research and development tax credit carryforwards of $8.6 million and $4.8 million, respectively, which may be available to offset future tax liabilities and begin to expire in 2032 and 2030, respectively.
Previous wording
Product revenue increased by $0.7 million, or 6%, for the three months ended September 30, 2024, compared to the three months ended September 30, 2023. The increase was primarily related to $2.8 million in product revenue from our recently acquired FTIR products and an increase in MX908 device placements, offset in part by a $2.3 million decrease from initial component shipments under our subcontract agreement with a commercial entity that holds a U.S. government prime contract,
Current wording
Product revenue increased by $3.3 million, or 63%, for the three months ended March 31, 2025, compared to the three months ended March 31, 2024. The increase was primarily related to $4.1 million in product revenue from our recently acquired Fourier Transform Infrared, or FTIR, products. This increase was offset in part by a $1.4 million decrease in program product revenue related to our AVCAD program, pursuant to which we had component shipments under our subcontract agreement with a commercial entity in the three months ended March 31, 2024.
Previous wording
Product cost of revenue increased by $1.6 million, or 34%, for the three months ended September 30, 2024, compared to the three months ended September 30, 2023. The increase in product cost of revenue was primarily related to an increase in production costs related to the higher product revenues, $0.6 million in higher intangible amortization, $0.6 million in higher manufacturing costs due to favorable manufacturing variances in the comparable prior period, and $0.4 million in higher personnel related costs, partly related to our RedWave acquisition, offset in part by $0.2 million in lower warranty costs.
Current wording
Product cost of revenue increased by $2.3 million, or 95%, for the three months ended March 31, 2025, compared to the three months ended March 31, 2024. The increase in product cost of revenue was primarily related to an increase in production costs related to the higher product revenues, $0.6 in higher intangible amortization, and $0.5 million in higher personnel related costs, partly related to our RedWave acquisition of CAM2 Technologies, LLC (d/b/a RedWave Technology), or RedWave.
Previous wording
Product gross profit increased by $0.6 million, or 4%, and gross profit margin was relatively unchanged for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. The increase in product gross profit was primarily due to the higher product revenue volume, net of favorable timing of production and lower material costs, offset in part by increases in intangible amortization and other production related costs for the nine months ended September 30, 2024.
Current wording
Product gross profit increased by $1.0 million, or 35%, and gross profit margin decreased by nine percentage points for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024. The increase in product gross profit was primarily due to the higher product revenue volume, offset in part by the impact of lower margin international sales, an increase in intangible amortization and higher personnel related costs for the three months ended March 31, 2025, which drove the decrease in gross profit margin.
Previous wording
Service revenue increased by $1.8 million, or 82%, for the three months ended September 30, 2024, compared to the three months ended September 30, 2023. The increase was primarily related to an increase in handheld service revenues related to extended service contracts for MX908 devices and our recently acquired FTIR products, and to a lesser extent, an increase in handheld training revenue.
Current wording
Service and contract revenue increased by $1.1 million, or 48%, for the three months ended March 31, 2025, compared to the three months ended March 31, 2024. The increase was primarily related to an increase in handheld service revenues related to extended service contracts for MX908 devices and $0.5 million in service revenue related to our recently acquired FTIR products. Contract revenue for the three months ended March 31, 2025 was $0.1 million compared to zero in the three months ended March 31, 2024.
Previous wording
Service cost of revenue increased by $0.4 million, or 24%, for the three months ended September 30, 2024, compared to the three months ended September 30, 2023. The increase in service cost of revenue was primarily related to a $0.2 million increase in personnel and other operating costs primarily related to our RedWave acquisition as well as other increases across materials, depreciation and stock compensation.
Current wording
Service and contract cost of revenue increased by $0.4 million, or 35%, for the three months ended March 31, 2025, compared to the three months ended March 31, 2024. The increase in service cost of revenue was primarily related to a $0.3 million increase in personnel related costs and $0.1 million in higher cost of contract.
Previous wording
Service gross profit increased by 369% and gross profit margin increased by 26% for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, primarily due to an increase in service volume related to training and extended service contracts, leveraging our investments in personnel and service infrastructure.
Current wording
Service gross profit increased by $0.7 million, or 62%, and gross profit margin increased by four percentage points for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024, primarily due to an increase in service volume related to training and extended service contracts, leveraging our investments in personnel and service infrastructure.
Previous wording
Our research and development expenses were $6.8 million for the three months ended September 30, 2024, an increase of $1.3 million from research and development expenses of $5.5 million for the three months ended September 30, 2023. The increase was partly due to the increased expenses from the RedWave acquisition and increased spending due primarily to a $0.6 million increase in personnel and related costs, a $0.2 million increase in stock-based compensation, and a $0.4 million increase in project spend related to materials and consulting.
Current wording
Our research and development expenses were $3.8 million for the three months ended March 31, 2025, an increase of $0.5 million from research and development expenses of $3.3 million for the three months ended March 31, 2024. The increase was partly due to the increased expenses from the RedWave acquisition and was due primarily to a $0.1 million increase in personnel and related costs, a $0.3 million increase in project expenditure related to materials and consulting, and a $0.1 million increase in facility related costs.
Previous wording
Our selling, general and administrative expenses were $13.4 million for the three months ended September 30, 2024, an increase of $2.1 million from selling, general and administrative expenses of $11.3 million for the three months ended September 30, 2023. The increase was partly due to the increased expenses from the RedWave acquisition and was due primarily to a $1.1 million increase in salaries and related costs, a $0.3 million increase in stock-based compensation, a $0.3 million increase in consulting expenses costs and a $0.2 million increase in audit and related costs.
Current wording
Our selling, general and administrative expenses were $10.2 million for the three months ended March 31, 2025, an increase of $2.0 million from selling, general and administrative expenses of $8.2 million for the three months ended March 31, 2024. The increase was partly due to the increased expenses from the RedWave acquisition and was due primarily to a $0.7 million increase in payroll and related costs, mainly related to our acquisition of RedWave, a $0.6 million charge for transaction bonuses earned with the Desktop Portfolio divestiture, a $0.3 million increase in commissions, a $0.2 million increase in non-cash stock based compensation and a $0.3 million increase in other expenses including intangible amortization, depreciation and operating expenses, offset in part by $0.4 million in lower legal and accounting related costs incurred with the RedWave acquisition during the three months ended March 31, 2024.
Previous wording
Interest income decreased by $0.6 million to $0.8 million for the three months ended September 30, 2024 from $1.4 million for the three months ended September 30, 2023. The decrease was due to the lower cash, cash equivalent and marketable securities balance during the three months ended September 30, 2024, compared to the three months ended September 30, 2023, primarily due to the lower average balance due to the use of cash for the RedWave acquisition in April 2024.
Current wording
Interest income decreased by $0.8 million for the three months ended March 31, 2025 from $1.7 million for the three months ended March 31, 2024. The decrease was due to the lower cash, cash equivalent and marketable securities balance, primarily due to the average balance during the three months ended March 31, 2025, compared to the three months ended March 31, 2024.
Previous wording
Since our inception, we have incurred significant operating losses. To date, we have funded our operations primarily with proceeds from sales of redeemable preferred stock, borrowings under loan agreements and revenue from sales of our products and services and contract revenue, proceeds from our initial public offering in December 2020, and with proceeds from an underwritten public offering in November 2021. As of September 30, 2024, we had cash, cash equivalents and marketable securities of $71.7 million. We believe that our existing cash, cash equivalents and marketable securities will enable us to fund our operating expenses, capital expenditure requirements and debt service payments for at least the next twelve months.
Current wording
Since our inception, we have incurred significant operating losses. To date, we have funded our operations primarily with proceeds from the Desktop Portfolio divesture, proceeds from sales of redeemable preferred stock, borrowings under loan agreements and revenue from sales of our products and services and contract revenue, proceeds from our initial public offering in December 2020, and proceeds from an underwritten public offering in November 2021. As of March 31, 2025, we had cash, cash equivalents and marketable securities of $124.3 million, inclusive of the proceeds from the recent Desktop Portfolio divesture. We believe that our existing cash, cash equivalents and marketable securities will enable us to fund our operating expenses, capital expenditure requirements and debt service payments for at least the next twelve months.
Showing the first 40 of 49 pairs. Open the source sections for the rest.
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Current report — wording carried from elsewhere
from a government customer are typically large orders and can be impacted by the timing of their capital budgets. As a result, the revenue for our handheld devices can vary significantly from period-to-period and has been and may continue to be concentrated in a small number of customers in any given period.
Current report — wording carried from elsewhere
decisions. We believe that these metrics are representative of our current business; however, we anticipate these will change or may be substituted for additional or different metrics as our business grows.
Current report — wording carried from elsewhere
Contract agreements are arrangements whereby we provide engineering services for the development of our technology platform for specific programs or new and expanding applications of our technologies for future commercial endeavors. Our
Current report — wording carried from elsewhere
manufacturing capabilities to further advance and improve the efficiency of our manufacturing, which we believe will reduce costs and increase our gross margin. We expect that our gross profit margin for contract will remain consistent for our contracts that are cost reimbursement contracts.
Current report — wording carried from elsewhere
We expect selling, general and administrative expenses, amortization of customer relationship and tradename intangibles to stabilize in future periods as we execute our strategic transformation as outlined in our restructuring plan.
Current report — wording carried from elsewhere
Change in fair value of contingent consideration
Current report — wording carried from elsewhere
Change in fair value of contingent consideration
Current report — wording carried from elsewhere
Cash used in financing activities during the three months ended March 31, 2025 was $0.2 million, consisting primarily of payments for withholding taxes on vested equity awards.
Current report — wording carried from elsewhere
circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions.
Rearranged previous paragraphs (11)
Previous report — wording carried elsewhere
continuing research and development efforts to develop new products and further enhance our existing products. Further, we expect to incur additional costs associated with operating as a public company. As a result, we may need additional funding for expenses related to our operating activities, including selling, general and administrative expenses and research and development expenses.
Previous report — wording carried elsewhere
We also offer our customers extended warranty and service plans. Our extended warranty and service plans are offered for periods beyond the standard one-year warranty that all of our customers receive. These extended warranty and service plans
Previous report — wording carried elsewhere
Other income (expense), net consists of interest income from our cash and cash equivalents, miscellaneous other income and expense unrelated to our core operations.
Previous report — wording carried elsewhere
Thefollowing table summarizes our results of operations for the nine months ended September 30, 2024 and 2023:
Previous report — wording carried elsewhere
Revenue, Cost of Revenue and Gross Profit
Previous report — wording carried elsewhere
Our product revenue is comprised of revenue from sales of devices and related accessories and consumables as follows:
Previous report — wording carried elsewhere
Ourservice revenue is comprised of revenue from sales of extended warranty and service plans and customer training as follows:
Previous report — wording carried elsewhere
Service gross profit increased by 102%, and gross profit margin increased by eleven percentage points for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023, primarily due to an increase in service volume related to training and extended service contracts, leveraging our investments in personal and service infrastructure.
Previous report — wording carried elsewhere
Other expense, net for the nine months ended September 30, 2024 did not change materially from the nine months ended September 30, 2023.
Previous report — wording carried elsewhere
The 2022 Revolver provided for a revolving line of credit of up to $35.0 million. We were permitted to make interest-only payments on the revolving line of credit through November 2, 2025, at which time all outstanding indebtedness would be immediately due and payable. The outstanding principal amount of any advance accrued interest at a floating rate per annum equal to the greater of (i) three and one-half percent (3.50%) and (ii) the “prime rate” as published in The Wall Street Journal for the relevant period minus one-half percent (0.50%). Our obligations under the 2022 Revolver were secured by substantially all of our assets, excluding our intellectual property, which was subject to a negative pledge. The revolving line of credit under the 2022 Revolver was scheduled to terminate on November 2, 2025.
Previous report — wording carried elsewhere
The 2022 Revolver also contained certain financial covenants, including a requirement that the amount of unrestricted and unencumbered cash minus advances under the 2022 Revolver was not less than the amount equal to the greater of (i) $10.0 million or (ii) nine (9) months of cash burn. The 2022 Revolver contained customary representations and warranties, as well as certain non-financial covenants, including limitations on, among other things, our ability to change the principal nature of our business, dispose of our business or property, engage in any change of control transaction, merge or consolidate with any other entity or to acquire all or substantially all the capital stock or property of another entity, incur additional indebtedness or liens, pay dividends or make other distributions on capital stock, redeem our capital stock, engage in transactions with affiliates or otherwise encumber our intellectual property, in each case, subject to customary exceptions.