Inari Medical(NARI) - 2024 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION This part presents the unaudited condensed consolidated financial statements and management's discussion and analysis Item 1. Condensed Consolidated Financial Statements (Unaudited) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations and comprehensive income (loss), stockholders' equity, and cash flows, along with detailed notes explaining significant accounting policies, business combinations, fair value measurements, and other financial details for the periods ended June 30, 2024, and December 31, 2023 Condensed Consolidated Balance Sheets This section presents the company's financial position, detailing assets, liabilities, and equity Condensed Consolidated Balance Sheets (in thousands) | Assets/Liabilities & Equity | June 30, 2024 (in thousands) | December 31, 2023 (in thousands) | | :-------------------------- | :--------------------------- | :------------------------------- | | Assets | | | | Cash and cash equivalents | $70,125 | $38,597 | | Short-term investments | $39,547 | $76,855 | | Total current assets | $249,352 | $235,563 | | Total assets | $672,930 | $674,235 | | Liabilities | | | | Total current liabilities | $138,261 | $76,339 | | Total liabilities | $249,121 | $209,325 | | Stockholders' Equity | | | | Total stockholders' equity | $423,809 | $464,910 | Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) This section outlines the company's financial performance, including revenue, gross profit, and net income (loss) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (in thousands) | Metric (in thousands) | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue | $145,820 | $119,005 | $289,014 | $235,172 | | Gross profit | $125,827 | $105,161 | $250,128 | $207,587 | | Loss from operations | $(22,444) | $(1,510) | $(39,621) | $(6,848) | | Net (loss) income | $(31,348) | $2,085 | $(55,550) | $(133) | | Basic EPS | $(0.54) | $0.04 | $(0.96) | $(0.00) | | Diluted EPS | $(0.54) | $0.04 | $(0.96) | $(0.00) | Condensed Consolidated Statements of Stockholders' Equity This section details changes in the company's equity, including net losses and share-based compensation - Total stockholders' equity decreased from $464,910 thousand as of December 31, 2023, to $423,809 thousand as of June 30, 2024, primarily due to net losses of $24,202 thousand (Q1 2024) and $31,348 thousand (Q2 2024) and other comprehensive losses[47] - Share-based compensation expense contributed $12,870 thousand in Q1 2024 and $13,039 thousand in Q2 2024 to additional paid-in capital[47] Condensed Consolidated Statements of Cash Flows This section presents cash flows from operating, investing, and financing activities Cash Flow Activity (in thousands) | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash (used in) operating activities | $(775) | $7,747 | | Net cash provided by (used in) investing activities | $33,401 | $(10,123) | | Net cash (used in) provided by financing activities | $(1,738) | $114 | | Net increase (decrease) in cash, cash equivalents and restricted cash | $30,984 | $(2,385) | Notes to Unaudited Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the unaudited financial statements 1. ORGANIZATION This note describes the company's incorporation, headquarters, and primary business focus - Inari Medical, Inc. was incorporated in Delaware in July 2011 and is headquartered in Irvine, California, specializing in minimally invasive, catheter-based mechanical thrombectomy systems for specific disease states[78] 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This note outlines key accounting principles, estimates, revenue recognition, and new accounting pronouncements - The financial statements are prepared in accordance with U.S. GAAP, requiring management estimates and assumptions for items like contingent consideration, receivables, inventory, and deferred tax assets[79][58] - Revenue is primarily derived from VTE and Emerging Therapies products sold directly to hospitals, recognized when control of goods transfers to the customer[56][106] Revenue by Market Segment (in thousands) | Market Segment | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | VTE | $137,674 | $114,086 | $274,867 | $228,144 | | Emerging Therapies | $8,146 | $4,919 | $14,147 | $7,028 | | Total Revenue | $145,820 | $119,005 | $289,014 | $235,172 | - The Company is evaluating the impact of new FASB ASUs on Segment Reporting (2023-07) and Income Tax (2023-09), effective for fiscal years beginning after December 15, 2024[91][92] 3. BUSINESS COMBINATION This note details the LimFlow S.A. acquisition, including purchase price, contingent consideration, goodwill, and intangibles - On November 15, 2023, Inari Medical acquired LimFlow S.A., a medical device company focused on limb salvage for CLTI patients. The acquisition consideration included cash and contingent consideration[93][54] LimFlow Acquisition Purchase Price (in thousands) | Component | Amount (as of Nov 15, 2023) | | :------------------------------- | :-------------------------- | | Cash | $238,279 | | Fair value of contingent consideration | $65,931 | | Fair value of previously held investment | $10,235 | | Total purchase price | $314,445 | - LimFlow stockholders can receive up to $165.0 million in additional contingent consideration based on net revenue (up to $140.0 million for 2024-2026) and reimbursement milestones (up to $25.0 million)[95] - The Company recognized a $3.5 million gain from remeasuring its previously held 3.7% equity investment in LimFlow to fair value at the acquisition date[120] - Preliminary fair value of acquired developed technology was $146.0 million with a 15-year useful life. Goodwill was $204.0 million[98][142] 4. FAIR VALUE MEASUREMENTS This note provides fair value hierarchy and measurements for financial assets and liabilities Financial Assets and Liabilities at Fair Value (in thousands) | Category | June 30, 2024 | December 31, 2023 | | :------------------------------- | :------------ | :---------------- | | Financial Assets | | | | Money market mutual funds (Level 1) | $37,085 | $2,753 | | U.S. treasury securities (Level 1) | $39,547 | $41,685 | | U.S. government agencies (Level 2) | — | $26,238 | | Corporate debt securities (Level 2) | — | $8,932 | | Total financial assets | $76,632 | $79,608 | | Financial Liabilities | | | | Contingent consideration (Level 3) | $77,962 | $65,931 | | Total financial liabilities | $77,962 | $65,931 | - The fair value of contingent consideration increased by $12.0 million to $78.0 million as of June 30, 2024, from $65.9 million as of December 31, 2023. This change was recorded in operating expenses[149][128] 5. CASH EQUIVALENTS AND INVESTMENTS This note details the composition and fair value of cash equivalents and short-term investments Cash Equivalents and Investments (in thousands) | Category | Amortized Cost Basis (June 30, 2024) | Fair Value (June 30, 2024) | | :------------------------------- | :----------------------------------- | :------------------------- | | Money market mutual funds | $37,085 | $37,085 | | U.S. treasury securities | $39,551 | $39,547 | | Total financial assets | $76,636 | $76,632 | - All investments in debt securities as of June 30, 2024, had maturities of less than 12 months and were classified as short-term investments[145] 6. INVENTORIES, NET This note provides a breakdown of inventory components, including raw materials, work-in-process, and finished goods Inventories, Net (in thousands) | Category | June 30, 2024 | December 31, 2023 | | :---------------- | :------------ | :---------------- | | Raw materials | $19,826 | $14,310 | | Work-in-process | $6,238 | $5,330 | | Finished goods | $23,295 | $23,260 | | Total inventories, net | $49,359 | $42,900 | 7. PROPERTY AND EQUIPMENT, NET This note details property and equipment, net of depreciation, and related expenses Property and Equipment, Net (in thousands) | Category | June 30, 2024 | December 31, 2023 | | :----------------------- | :------------ | :---------------- | | Manufacturing equipment | $17,650 | $16,653 | | Computer hardware | $6,481 | $5,641 | | Assets in progress | $5,637 | $3,135 | | Leasehold improvements | $4,846 | $4,682 | | Furniture and fixtures | $4,663 | $4,491 | | Total property and equipment, gross | $39,277 | $34,602 | | Accumulated depreciation | $(16,272) | $(13,673) | | Total property and equipment, net | $23,005 | $20,929 | - Depreciation expense for the three months ended June 30, 2024, was $1.1 million (operating expenses) and $0.3 million (cost of goods sold). For the six months, it was $2.2 million (operating expenses) and $0.6 million (cost of goods sold)[153] 8. GOODWILL AND INTANGIBLE ASSETS This note presents changes in goodwill and the carrying amounts of intangible assets and amortization Changes in Goodwill (in thousands) | Item | June 30, 2024 | | :------------------------------- | :------------ | | Balance as of December 31, 2023 | $214,335 | | Working capital adjustment | $(3,722) | | Foreign currency translation adjustments | $(6,212) | | Balance as of June 30, 2024 | $204,401 | Intangible Assets, Net (in thousands) | Category | Gross Carrying Amount (June 30, 2024) | Accumulated Amortization (June 30, 2024) | Intangible Assets, Net (June 30, 2024) | | :----------------------- | :------------------------------------ | :--------------------------------------- | :------------------------------------- | | Developed technology | $146,229 | $(6,093) | $140,136 | | Capitalized software | $2,970 | — | $2,970 | | Total intangible assets, net | $149,199 | $(6,093) | $143,106 | - Amortization expense for developed technology was $2.4 million for the three months and $4.9 million for the six months ended June 30, 2024. No amortization was recorded for capitalized software as it is not yet in service[136][157] 9. COMMITMENTS AND CONTINGENCIES This note discloses future lease obligations, legal proceedings, and other contingent liabilities Future Minimum Lease Payments (in thousands) | Year Ending December 31 | Amount | | :---------------------- | :----- | | Remainder of 2024 | $2,090 | | 2025 | $3,645 | | 2026 | $3,542 | | 2027 | $3,627 | | 2028 | $3,430 | | Thereafter | $36,017| | Total lease payments| $52,351 | - The Company signed a ten-year lease in Costa Rica for a second manufacturing facility in October 2023, with total undiscounted contractual payments of approximately $7.2 million, expected to commence in Q4 2024[183] - The Company received a Civil Investigative Demand (CID) from the U.S. Department of Justice related to an investigation under the federal Anti-Kickback Statute and Civil False Claims Act, and is cooperating[164][185] - Inari Medical filed a patent infringement lawsuit against Imperative Care, Inc. and Truvic Medical, Inc. (now merged into Imperative Care) alleging infringement of nine patents related to thrombectomy devices[165][186] - The Company is facing securities class action complaints alleging false or misleading statements regarding revenue and expenses, which it believes are without merit and intends to vigorously defend against[189][190] 10. CONCENTRATIONS This note addresses significant concentrations of credit risk with vendors and customers - No single vendor accounted for more than 10% of purchases or accounts payable for the periods presented. No single customer accounted for more than 10% of revenue or accounts receivable[168][190] 11. RELATED PARTY This note discloses transactions with related parties, specifically payments for recruiting services - The Company paid MRI The Hoffman Group, a recruiting services company owned by the brother of a former CEO and current board member, $21,000 for Q2 2024 and $31,000 for the six months ended June 30, 2024[169] 12. CREDIT FACILITY This note describes the company's credit agreement, borrowing capacity, interest rates, and covenant compliance - The Amended Credit Agreement with Bank of America provides for borrowings up to $75.0 million, with an LC Facility limit of $18.8 million. As of June 30, 2024, $66.4 million was available to borrow, with $2.4 million in outstanding letters of credit[194][195] - Interest rates vary based on Base Rate or BSBY rate plus a margin (0.60%-1.10% for Base Rate, 1.60%-2.10% for BSBY). The facility matures on December 16, 2027[194][174] - The Company had no principal outstanding and was in compliance with covenants as of June 30, 2024[174] 13. STOCKHOLDERS' EQUITY This note provides a detailed breakdown of accumulated other comprehensive income (loss) components Accumulated Other Comprehensive Income (Loss) (in thousands) | Item | Unrealized Loss on Investments | Foreign Currency Translation | Accumulated Other Comprehensive Income (Loss) | | :------------------------------- | :----------------------------- | :--------------------------- | :-------------------------------------------- | | Balance, December 31, 2023 | $(9) | $8,894 | $8,885 | | Other comprehensive loss | $(4) | $(7,359) | $(7,363) | | Balance, March 31, 2024 | $(13) | $1,535 | $1,522 | | Other comprehensive loss | — | $(2,359) | $(2,359) | | Balance, June 30, 2024 | $(13) | $(824) | $(837) | 14. EQUITY INCENTIVE PLANS This note outlines equity incentive plans, share availability, compensation expense, and RSU/PSU details - The 2020 Incentive Award Plan automatically increases shares reserved by 3% of outstanding capital stock annually, with 7,207,309 shares available as of June 30, 2024[213] Share-based Compensation Expense (in thousands) | Category | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Cost of goods sold | $525 | $420 | $1,033 | $839 | | Research and development | $1,804 | $1,697 | $3,568 | $3,393 | | Selling, general and administrative | $10,710 | $8,236 | $21,308 | $16,460 | | Total share-based compensation expense | $13,039 | $10,353 | $25,909 | $20,692 | - Total compensation cost for non-vested awards as of June 30, 2024, was $93.7 million, expected to be recognized over 2.7 years[30] - RSUs outstanding increased to 1,824,655 as of June 30, 2024, from 1,307,998 as of December 31, 2023. The total fair value of RSUs vested was $8.2 million (Q2 2024) and $16.2 million (YTD Q2 2024)[217][202] - 90,488 Performance Stock Units (PSUs) were granted during the six months ended June 30, 2024, eligible to vest over three years based on revenue targets[204][220] 15. INCOME TAXES This note details the provision for income taxes, effective tax rates, and valuation allowances Provision for Income Taxes (in thousands) | Metric | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | (Loss) income before income taxes | $(21,422) | $3,024 | $(37,509) | $1,830 | | Provision for income taxes | $9,926 | $939 | $18,041 | $1,963 | | Net (loss) income | $(31,348) | $2,085 | $(55,550) | $(133) | | Provision for income taxes as a percentage of (loss) income before income taxes | (46.3%) | 31.1% | (48.1%) | 107.3% | - The effective tax rate is influenced by pre-tax income/loss, business credits, equity compensation, state taxes, and changes in valuation allowance[33] - The Company maintains a valuation allowance against certain net deferred tax assets, as their realization is not considered more likely than not[35] 16. RETIREMENT PLAN This note describes the 401(k) plan, including amendments to company match and related expenses - The Inari Medical, Inc. 401(k) Plan was amended on January 1, 2024, to increase the company match to $1.00 for every $1.00 contributed by an employee, up to 5% of eligible compensation, with a $15,000 individual limit[80] - Matching contribution expense was $3.4 million (Q2 2024) and $7.5 million (YTD Q2 2024), up from $2.2 million and $4.9 million in the prior year periods, respectively[80] 17. NET INCOME (LOSS) PER SHARE This note presents the calculation of basic and diluted net income (loss) per share Net (Loss) Income Per Share Components (in thousands, except share and per share amounts) | Metric | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :----------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net (loss) income | $(31,348) | $2,085 | $(55,550) | $(133) | | Weighted average common shares outstanding - basic | 58,142,454 | 57,207,902 | 58,040,069 | 55,988,736 | | Weighted average common shares outstanding - diluted | 58,142,454 | 58,496,350 | 58,040,069 | 55,988,736 | | Basic Net (loss) income per share | $(0.54) | $0.04 | $(0.96) | $(0.00) | | Diluted Net (loss) income per share | $(0.54) | $0.04 | $(0.96) | $(0.00) | - For periods with a net loss, basic and diluted net loss per share are the same because the inclusion of potentially dilutive common shares would be anti-dilutive[6] Potentially Dilutive Common Stock Equivalents Excluded (in thousands) | Category | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Stock options | 1,177,195 | 175,961 | 1,177,195 | 1,338,592 | | Equity awards | 1,915,143 | 560,346 | 1,915,143 | 2,408,633 | | Total excluded | 3,092,338 | 736,307 | 3,092,338 | 3,747,225 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition and results of operations, highlighting key performance drivers, recent acquisitions, and future outlook. It details revenue growth, changes in expenses, and liquidity management strategies OVERVIEW This section summarizes the company's business, strategic initiatives, product launches, and key financial highlights - Inari Medical is committed to improving lives through innovative solutions for venous disease, including VTE, and four other disease states, leveraging purpose-built medical products and a highly-trained commercial organization[13][16] - In November 2023, the Company acquired LimFlow, a medical device company focused on limb salvage for patients with chronic limb-threatening ischemia (CLTI)[14] - During Q2 2024, Inari launched VenaCore, a multi-purpose device for acute and chronic deep vein thrombosis (DVT)[15] Financial Highlights (in millions) | Metric | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :---------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenues | $145.8 | $119.0 | $289.0 | $235.2 | | Gross Margin | 86.3% | 88.4% | 86.5% | 88.3% | | Net (Loss) Income | $(31.3) | $2.1 | $(55.6) | $(0.1) | RESULTS OF OPERATIONS This section analyzes the company's financial performance by comparing key operating metrics across different periods Comparison of the three months ended June 30, 2024 and 2023 This section compares financial results for the three months ended June 30, 2024, against the prior year period Three Months Ended June 30, 2024 vs. 2023 (in thousands) | Metric | 2024 Amount | 2024 % of Revenue | 2023 Amount | 2023 % of Revenue | Change $ | | :------------------------------- | :---------- | :---------------- | :---------- | :---------------- | :------- | | Revenue | $145,820 | 100.0% | $119,005 | 100.0% | $26,815 | | Cost of goods sold | $19,993 | 13.7% | $13,844 | 11.6% | $6,149 | | Gross profit | $125,827 | 86.3% | $105,161 | 88.4% | $20,666 | | Research and development | $24,905 | 17.1% | $21,085 | 17.7% | $3,820 | | Selling, general and administrative | $114,153 | 78.3% | $85,586 | 71.9% | $28,567 | | Loss from operations | $(22,444) | (15.4)% | $(1,510) | (1.2)% | $(20,934)| | Net (loss) income | $(31,348) | (21.6)% | $2,085 | 1.8% | $(33,433)| - Revenue increased by 22.5% due to sales territory expansion, new accounts, increased procedure adoption, and global commercial expansion[21] - Gross margin decreased to 86.3% from 88.4%, primarily due to product mix, ramp-up costs for new products, and increasing internationalization[23] - SG&A expenses increased by 33.4% ($28.6 million), mainly driven by personnel-related expenses ($20.3 million, including commissions and share-based compensation) and professional fees ($5.6 million)[25] - Other operating expenses increased by $5.7 million due to contingent consideration fair value adjustment, $2.4 million from intangible asset amortization, and $1.0 million in acquisition-related expenses[26] Comparison of the six months ended June 30, 2024 and 2023 This section compares financial results for the six months ended June 30, 2024, against the prior year period Six Months Ended June 30, 2024 vs. 2023 (in thousands) | Metric | 2024 Amount | 2024 % of Revenue | 2023 Amount | 2023 % of Revenue | Change $ | | :------------------------------- | :---------- | :---------------- | :---------- | :---------------- | :------- | | Revenue | $289,014 | 100.0% | $235,172 | 100.0% | $53,842 | | Cost of goods sold | $38,886 | 13.5% | $27,585 | 11.7% | $11,301 | | Gross profit | $250,128 | 86.5% | $207,587 | 88.3% | $42,541 | | Research and development | $51,785 | 17.9% | $43,149 | 18.3% | $8,636 | | Selling, general and administrative | $217,208 | 75.2% | $171,286 | 72.8% | $45,922 | | Loss from operations | $(39,621) | (13.8)% | $(6,848) | (2.8)% | $(32,773)| | Net loss | $(55,550) | (19.3)% | $(133) | (0.1)% | $(55,417)| - Revenue increased by 22.9% ($53.8 million) driven by sales territory expansion, new accounts, increased procedure adoption, and global commercial expansion[208] - Gross margin decreased to 86.5% from 88.3%, primarily due to product mix, new product ramp-up costs, and internationalization[243] - SG&A expenses increased by 26.8% ($45.9 million), mainly due to personnel-related expenses ($32.5 million, including commissions and share-based compensation) and professional fees ($8.9 million)[245] - Other operating expenses increased by $12.0 million (contingent consideration fair value adjustment), $4.9 million (intangible asset amortization), and $3.8 million (acquisition-related expenses)[210] - Interest income decreased by $6.4 million to $2.3 million, primarily due to lower cash balances invested in short-term debt securities[225] LIQUIDITY AND CAPITAL RESOURCES This section discusses the company's cash position, investments, credit facilities, and anticipated capital needs - As of June 30, 2024, the Company had $70.1 million in cash and cash equivalents and $39.5 million in short-term investments[247] - The fair value of contingent consideration related to the LimFlow acquisition was $78.0 million, with $33.9 million current and $44.1 million long-term. Potential payments can reach $165.0 million[226] - The Amended Credit Agreement provides up to $75.0 million in borrowing capacity, with $66.4 million available as of June 30, 2024, and no principal outstanding[249] - Primary short-term capital needs include R&D advancement, commercialization efforts (sales force expansion, new markets, product development), and potential facility expansion (e.g., Costa Rica manufacturing facility lease)[229][251] - Management anticipates current cash, investments, and available borrowings will be sufficient to fund operations for at least the next 12 months[229] CASH FLOWS This section analyzes cash flows from operating, investing, and financing activities, highlighting key drivers - Net cash used in operating activities for the six months ended June 30, 2024, was $0.8 million, primarily due to a net loss of $55.6 million, partially offset by non-cash charges of $47.1 million (share-based compensation, contingent consideration fair value change, depreciation/amortization)[230] - Net cash provided by investing activities for the six months ended June 30, 2024, was $33.4 million, driven by maturities of short-term investments ($75.2 million) and a working capital adjustment from the LimFlow acquisition ($3.7 million), partially offset by new short-term investment purchases ($39.0 million)[256] - Net cash used in financing activities for the six months ended June 30, 2024, was $1.7 million, mainly due to $6.0 million in tax payments related to vested equity awards, partially offset by $4.0 million from employee stock purchase plan proceeds[232] CRITICAL ACCOUNTING POLICIES AND ESTIMATES This section confirms no significant changes to critical accounting policies and estimates - There have been no significant changes to the Company's critical accounting policies during the six months ended June 30, 2024, compared to those disclosed in the Annual Report on Form 10-K for 2023[234] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section states that there have been no material changes to the Company's market risk disclosures compared to its Annual Report on Form 10-K for the year ended December 31, 2023 - No material changes to quantitative and qualitative disclosures about market risk were reported for the six months ended June 30, 2024[235] Item 4. Controls and Procedures This section confirms the effectiveness of the Company's disclosure controls and procedures and reports no material changes in internal control over financial reporting during the quarter ended June 30, 2024 - Management concluded that disclosure controls and procedures were effective as of June 30, 2024, providing reasonable assurance that required information is recorded, processed, summarized, and reported timely[270] - No changes in internal control over financial reporting materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting during the quarter ended June 30, 2024[237] PART II. OTHER INFORMATION This part includes disclosures on legal proceedings, risk factors, equity sales, defaults, mine safety, exhibits, and signatures Item 1. Legal Proceedings This section refers to the detailed discussion of material legal proceedings provided in Note 9 of the Condensed Consolidated Financial Statements - Information regarding material legal proceedings is incorporated by reference from Note 9, 'Commitments and Contingencies,' in Part I, Item 1 of this report[262] Item 1A. Risk Factors This section states that there have been no material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 - No material changes to the risk factors disclosed in the Annual Report on Form 10-K for the year ended December 31, 2023, have occurred as of the date of this report[272] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section indicates that there were no unregistered sales of equity securities or use of proceeds to report for the period - There were no unregistered sales of equity securities and use of proceeds to report[263] Item 3. Defaults Upon Senior Securities This section states that there are no defaults upon senior securities to report - This item is not applicable, indicating no defaults upon senior securities[273] Item 4. Mine Safety Disclosures This section indicates that there are no mine safety disclosures to report - There are no mine safety disclosures[274] Item 5. Other Information This section mentions 'Insider Trading Arrangements' but provides no further details within the provided text - The section lists 'Insider Trading Arrangements' as other information[240] Item 6. Exhibits This section provides a list of exhibits filed with the Quarterly Report on Form 10-Q, including organizational documents, certifications, and XBRL-related documents Selected Exhibits | Exhibit Number | Description | | :------------- | :---------------------------------------------------------------------------------------------------------------------------------------------------------- | | 3.1 | Amended and Restated Certificate of Incorporation | | 3.2 | Amended and Restated Bylaws | | 31.1 | Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) | | 31.2 | Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) | | 32.1† | Certifications of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 | | 32.2† | Certifications of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 | | 104 | Cover Page with Interactive Data File (formatted as Inline XBRL) | Signatures This section contains the signatures of the Company's Principal Executive Officer and Principal Financial Officer, certifying the report's submission - The report is signed by Andrew Hykes, Chief Executive Officer and President (Principal Executive Officer), and Mitchell Hill, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer), on July 30, 2024[278][268][269][277]