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Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

​

(Mark One)

| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

​

For the quarterly period ended: September 30, 2022

​

OR

​

| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

​

For the transition period from to

​

Commission file number 001-38804

​

Zynex, Inc.

(Exact name of registrant as specified in its charter)

​

| ​ |
NEVADA |  | 90-0275169
(State or other jurisdiction of | ​ | (IRS Employer
incorporation or organization) | ​ | Identification No.)
| ​ |
9655 Maroon Cir. | ​ | ​
Englewood, CO | ​ | 80112
(Address of principal executive offices) | ​ | (Zip Code)

​

(800) 495-6670

(Registrant’s telephone number, including area code)

​

(Former name, former address and former fiscal year, if changed since last report)

​

Securities registered pursuant to Section 12(b) of the Act:

​

Title of each class | Ticker symbol(s) | Name of each exchange on which registered
Common Stock, $0.001 par value per share | ZYXI | The Nasdaq Stock Market LLC

​

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

​

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

​

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

​

Large accelerated filer | ☐ | Accelerated filer | ☐
Non-accelerated filer | ☒ | Smaller reporting company | ☒
|  | Emerging growth company | ☐

​

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

​

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

​

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

​

| ​ | ​
Class |  | Shares Outstanding as of October 25, 2022
Common Stock, par value $0.001 | ​ | 37,453,445

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Table of Contents

ZYNEX, INC. AND SUBSIDIARIES

INDEX TO FORM 10-Q

​

|  |  | Page
PART I—FINANCIAL INFORMATION | 3
​ | ​ | ​ | ​
Item 1. | ​ | Financial Statements | 3
| ​ |  |
​ | ​ | Condensed Consolidated Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021 | 3
​ | ​ |  | ​
​ | ​ | Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021 | 4
​ | ​ |  |
​ | ​ | Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021 | 5
​ | ​ |  |
​ | ​ | Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2022 and 2021 | 6
​ | ​ |  |
​ | ​ | Unaudited Notes to Condensed Consolidated Financial Statements | 7
​ | ​ |  |
Item 2. | ​ | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 22
| ​ |  |
Item 3. | ​ | Quantitative and Qualitative Disclosures About Market Risk | 26
| ​ |  |
Item 4. | ​ | Controls and Procedures | 26
​ | ​
PART II—OTHER INFORMATION | 27
​ | ​ | ​ | ​
Item 1. | ​ | Legal Proceedings | 27
| ​ |  |
Item 1A. | ​ | Risk Factors | 27
| ​ |  |
Item 2. | ​ | Unregistered Sales of Equity Securities And Use of Proceeds | 27
| ​ |  |
Item 3. | ​ | Defaults Upon Senior Securities | 27
| ​ |  |
Item 4. | ​ | Mine Safety Disclosures | 27
| ​ |  |
Item 5. | ​ | Other Information | 27
| ​ |  |
Item 6. | ​ | Exhibits | 28
​ | ​
SIGNATURES | 29

​

​

​

2

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Table of Contents

PART I. FINANCIAL INFORMATION

​

ITEM 1. FINANCIAL STATEMENTS

ZYNEX, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(AMOUNTS IN THOUSANDS, EXCEPT NUMBER OF SHARES)

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | September 30, 2022 | ​ | December 31,
​ |  | (unaudited) |  | 2021
​ | ​ | ​ | ​ | ​ | ​ | ​
ASSETS | ​ | ​ | ​ | ​ | ​ | ​
Current assets: |  | ​ |  |  | ​ |
Cash | ​ | $ | 23,532 | ​ | $ | 42,612
Accounts receivable, net | ​ |  | 28,350 | ​ |  | 28,632
Inventory, net | ​ |  | 14,366 | ​ |  | 10,756
Prepaid expenses and other | ​ |  | 1,134 | ​ |  | 689
Total current assets | ​ |  | 67,382 | ​ |  | 82,689
​ | ​ | ​ | ​ | ​ | ​ | ​
Property and equipment, net | ​ |  | 2,199 | ​ |  | 2,186
Operating lease asset | ​ | ​ | 13,783 | ​ | ​ | 16,338
Finance lease asset | ​ | ​ | 300 | ​ | ​ | 389
Deposits | ​ |  | 591 | ​ |  | 585
Intangible assets, net of accumulated amortization | ​ | ​ | 9,296 | ​ | ​ | 9,975
Goodwill | ​ | ​ | 20,401 | ​ | ​ | 20,401
Deferred income taxes | ​ |  | 1,483 | ​ |  | 711
Total assets | ​ | $ | 115,435 | ​ | $ | 133,274
​ | ​ | ​ | ​ | ​ | ​ | ​
LIABILITIES AND STOCKHOLDERS’ EQUITY | ​ |  |  | ​ |  |
Current liabilities: | ​ |  |  | ​ |  |
Accounts payable and accrued expenses | ​ | ​ | 5,139 | ​ | ​ | 4,739
Cash dividends payable | ​ | ​ | 16 | ​ | ​ | 3,629
Operating lease liability | ​ |  | 2,943 | ​ |  | 2,859
Finance lease liability | ​ |  | 126 | ​ |  | 118
Income taxes payable | ​ |  | 916 | ​ |  | 2,296
Current portion of debt | ​ | ​ | 5,333 | ​ | ​ | 5,333
Accrued payroll and related taxes | ​ |  | 5,297 | ​ |  | 3,897
Total current liabilities | ​ |  | 19,770 | ​ |  | 22,871
Long-term liabilities: | ​ |  | ​ | ​ |  |
Long-term portion of debt, less issuance costs | ​ | ​ | 6,621 | ​ | ​ | 10,605
Contingent consideration | ​ | ​ | 9,700 | ​ | ​ | 9,700
Operating lease liability | ​ |  | 13,936 | ​ |  | 15,856
Finance lease liability | ​ | ​ | 221 | ​ | ​ | 317
Total liabilities | ​ |  | 50,248 | ​ |  | 59,349
​ | ​ | ​ | ​ | ​ | ​ | ​
Commitments and contingencies | ​ |  | ​ | ​ |  | ​
Stockholders’ equity: | ​ |  |  | ​ |  |
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding as of September 30, 2022 and December 31, 2021 | ​ |  | — | ​ |  | —
Common stock, $0.001 par value; 100,000,000 shares authorized; 41,625,663 issued and 37,467,494 outstanding as of September 30, 2022 41,400,834 issued and 39,737,890 outstanding as of December 31, 2021 (including 3,606,970 shares declared as a stock dividend on November 9, 2021 and issued on January 21, 2022) | ​ |  | 39 | ​ |  | 41
Additional paid-in capital | ​ |  | 81,873 | ​ |  | 80,397
Treasury stock of 3,738,224 and 1,246,399 shares at September 30, 2022 and December 31, 2021, respectively, at cost | ​ |  | (26,321) | ​ |  | (6,513)
Retained earnings | ​ |  | 9,596 | ​ |  | —
Total stockholders’ equity | ​ |  | 65,187 | ​ |  | 73,925
Total liabilities and stockholders’ equity | ​ | $ | 115,435 | ​ | $ | 133,274

​

The accompanying notes are an integral part of these condensed consolidated financial statements.

​

​

3

​

Table of Contents

ZYNEX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

(unaudited)

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the Three Months Ended September 30, | ​ | For the Nine Months Ended September 30,
​ |  | 2022 |  | 2021 |  | 2022 |  | 2021
NET REVENUE |  | ​ |  |  | ​ |  | ​ | ​ |  |  | ​ |
Devices | ​ | $ | 11,349 | ​ | $ | 9,071 | ​ | $ | 27,579 | ​ | $ | 23,264
Supplies | ​ |  | 30,171 | ​ |  | 25,715 | ​ |  | 81,783 | ​ |  | 66,671
Total net revenue | ​ |  | 41,520 | ​ |  | 34,786 | ​ |  | 109,362 | ​ |  | 89,935
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
COSTS OF REVENUE AND OPERATING EXPENSES | ​ |  | ​ | ​ |  | ​ | ​ |  |  | ​ |  |
Costs of revenue - devices and supplies | ​ |  | 8,391 | ​ |  | 6,837 | ​ |  | 22,617 | ​ |  | 19,990
Sales and marketing | ​ |  | 17,212 | ​ |  | 13,083 | ​ |  | 47,950 | ​ |  | 40,662
General and administrative | ​ | ​ | 9,359 | ​ | ​ | 6,820 | ​ | ​ | 25,967 | ​ | ​ | 18,503
Total costs of revenue and operating expenses | ​ |  | 34,962 | ​ |  | 26,740 | ​ |  | 96,534 | ​ |  | 79,155
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Income from operations | ​ |  | 6,558 | ​ |  | 8,046 | ​ |  | 12,828 | ​ |  | 10,780
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Other (expense) | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Loss on change in fair value of contingent consideration | ​ | ​ | (100) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Interest expense | ​ |  | (106) | ​ |  | (18) | ​ |  | (345) | ​ |  | (72)
Other (expense) net | ​ |  | (206) | ​ |  | (18) | ​ |  | (345) | ​ |  | (72)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Income from operations before income taxes | ​ |  | 6,352 | ​ |  | 8,028 | ​ |  | 12,483 | ​ |  | 10,708
Income tax expense | ​ |  | 1,479 | ​ |  | 1,921 | ​ |  | 2,887 | ​ |  | 2,499
Net income | ​ | $ | 4,873 | ​ | $ | 6,107 | ​ | $ | 9,596 | ​ | $ | 8,209
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net income per share: | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​
Basic | ​ | $ | 0.13 | ​ | $ | 0.16 | ​ | $ | 0.25 | ​ | $ | 0.21
Diluted | ​ | $ | 0.13 | ​ | $ | 0.16 | ​ | $ | 0.24 | ​ | $ | 0.21
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Weighted average basic shares outstanding | ​ |  | 38,046 | ​ |  | 38,245 | ​ |  | 38,881 | ​ |  | 38,286
Weighted average diluted shares outstanding | ​ |  | 38,865 | ​ |  | 39,043 | ​ |  | 39,729 | ​ |  | 39,142

​

The accompanying notes are an integral part of these condensed consolidated financial statements.

​

4

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Table of Contents

ZYNEX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(AMOUNTS IN THOUSANDS)

(unaudited)

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For The Nine Months Ended September 30,
​ |  | 2022 |  | 2021
CASH FLOWS FROM OPERATING ACTIVITIES: |  | ​ |  |  | ​ |
Net income | ​ | $ | 9,596 | ​ | $ | 8,209
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ​ |  | ​ | ​ |  |
Depreciation | ​ | ​ | 1,590 | ​ | ​ | 1,689
Amortization | ​ |  | 695 | ​ |  | —
Non-cash reserve charges | ​ | ​ | 65 | ​ | ​ | (83)
Stock-based compensation | ​ |  | 1,702 | ​ |  | 1,042
Non-cash lease expense | ​ |  | 720 | ​ |  | 905
Provision (benefit) for deferred income taxes | ​ | ​ | (772) | ​ | ​ | 190
Change in operating assets and liabilities: | ​ |  | ​ | ​ |  | ​
Accounts receivable | ​ |  | 282 | ​ |  | (10,397)
Prepaid and other assets | ​ |  | (446) | ​ |  | 276
Accounts payable and other accrued expenses | ​ |  | 364 | ​ |  | (284)
Inventory | ​ |  | (4,801) | ​ |  | (1,898)
Deposits | ​ |  | (6) | ​ |  | (238)
Net cash provided by (used in) operating activities | ​ |  | 8,989 | ​ |  | (589)
​ | ​ | ​ | ​ | ​ | ​ | ​
CASH FLOWS FROM INVESTING ACTIVITIES: | ​ |  |  | ​ |  |
Purchase of property and equipment | ​ | ​ | (332) | ​ | ​ | (420)
Net cash used in investing activities | ​ |  | (332) | ​ |  | (420)
​ | ​ | ​ | ​ | ​ | ​ | ​
CASH FLOWS FROM FINANCING ACTIVITIES: | ​ |  |  | ​ |  |
Payments on finance lease obligations | ​ |  | (87) | ​ |  | (73)
Cash dividends paid | ​ |  | (3,613) | ​ |  | —
Purchase of treasury stock | ​ |  | (19,811) | ​ |  | (2,667)
Proceeds from the issuance of common stock on stock-based awards | ​ | ​ | 27 | ​ | ​ | 127
Principal payments on long-term debt | ​ | ​ | (4,000) | ​ | ​ | —
Taxes withheld and paid on employees’ equity awards | ​ | ​ | (253) | ​ | ​ | (183)
Net cash used in financing activities | ​ |  | (27,737) | ​ |  | (2,796)
​ | ​ | ​ | ​ | ​ | ​ | ​
Net decrease in cash | ​ |  | (19,080) | ​ |  | (3,805)
Cash at beginning of period | ​ |  | 42,612 | ​ |  | 39,173
Cash at end of period | ​ | $ | 23,532 | ​ | $ | 35,368
​ | ​ | ​ | ​ | ​ | ​ | ​
Supplemental disclosure of cash flow information: | ​ |  |  | ​ |  |
Cash paid for interest | ​ | $ | (317) | ​ | $ | (72)
Cash paid for rent | ​ | $ | (2,592) | ​ | $ | (1,510)
Cash paid for income taxes | ​ | ​ | (5,028) | ​ | ​ | (1,019)
Supplemental disclosure of non-cash investing and financing activities: | ​ |  | ​ | ​ |  | ​
Right-of-use assets obtained in exchange for new operating lease liabilities | ​ | $ | 211 | ​ | $ | 13,240
Right-of-use assets obtained in exchange for new finance lease liabilities | ​ | $ | — | ​ | $ | 175
Inventory transferred to property and equipment as demo devices | ​ | $ | — | ​ | $ | 125
Inventory transferred to property and equipment under lease | ​ | $ | 1,191 | ​ | $ | 1,254
Capital expenditures not yet paid | ​ | $ | 56 | ​ | $ | 56

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The accompanying notes are an integral part of these condensed consolidated financial statements.

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Table of Contents

ZYNEX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

(unaudited)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | Additional | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Total
​ | ​ | Common Stock | ​ | Paid-in | ​ | Treasury | ​ | Retained | ​ | Stockholders’
​ |  | Shares |  | Amount |  | Capital |  | Stock |  | Earnings |  | Equity
Balance at December 31, 2020 | ​ | 38,244,310 | ​ | $ | 36 | ​ | $ | 37,235 | ​ | $ | (3,846) | ​ | $ | 23,430 | ​ | $ | 56,855
Exercised and vested stock-based awards | ​ | 63,546 | ​ |  | 1 | ​ |  | 29 | ​ |  | — | ​ |  | — | ​ |  | 30
Stock-based compensation expense | ​ | — | ​ |  | — | ​ |  | 108 | ​ |  | — | ​ |  | — | ​ |  | 108
Warrants exercised | ​ | 9,733 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Shares of common stock withheld to pay taxes on employees’ equity awards | ​ | (4,135) | ​ | ​ | — | ​ | ​ | (59) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (59)
Purchase of treasury stock | ​ | (5,000) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (75) | ​ | ​ | — | ​ | ​ | (75)
Net loss | ​ | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | (706) | ​ |  | (706)
Balance at March 31, 2021 | ​ | 38,308,454 | ​ | $ | 37 | ​ | $ | 37,313 | ​ | $ | (3,921) | ​ | $ | 22,724 | ​ | $ | 56,153
Exercised and vested stock-based awards, net of tax | ​ | 93,709 | ​ |  | — | ​ | $ | 59 | ​ | $ | — | ​ | $ | — | ​ | ​ | 59
Stock-based compensation expense | ​ | — | ​ |  | — | ​ |  | 401 | ​ |  | — | ​ |  | — | ​ | ​ | 401
Shares of common stock withheld to pay taxes on employees’ equity awards | ​ | (35,097) | ​ | ​ | — | ​ | ​ | (76) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (76)
Purchase of treasury stock | ​ | (135,179) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (2,045) | ​ | ​ | — | ​ | ​ | (2,045)
Net income | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 2,808 | ​ | ​ | 2,808
Balance at June 30, 2021 | ​ | 38,231,887 | ​ | $ | 37 | ​ | $ | 37,697 | ​ | $ | (5,966) | ​ | $ | 25,532 | ​ | $ | 57,300
Exercised and vested stock-based awards, net of tax | ​ | 49,682 | ​ | ​ | — | ​ | $ | 38 | ​ | $ | — | ​ | $ | — | ​ | ​ | 38
Stock-based compensation expense | ​ | — | ​ | ​ | — | ​ | ​ | 533 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 533
Shares of common stock withheld to pay taxes on employees’ equity awards | ​ | (3,671) | ​ | ​ | — | ​ | ​ | (48) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (48)
Purchase of treasury stock | ​ | (35,000) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (547) | ​ | ​ | — | ​ | ​ | (547)
Net income | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 6,107 | ​ | ​ | 6,107
Balance at September 30, 2021 | ​ | 38,242,898 | ​ | $ | 37 | ​ | $ | 38,220 | ​ | $ | (6,513) | ​ | $ | 31,639 | ​ | $ | 63,383

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | Additional | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Total
​ | ​ | Common Stock | ​ | Paid-in | ​ | Treasury | ​ | Retained | ​ | Stockholders’
​ |  | Shares |  | Amount |  | Capital |  | Stock |  | Earnings |  | Equity
Balance at December 31, 2021 | ​ | 39,737,890 | ​ | $ | 41 | ​ | $ | 80,397 | ​ | $ | (6,513) | ​ | $ | — | ​ | $ | 73,925
Exercised and vested stock-based awards | ​ | 38,355 | ​ | ​ | — | ​ | ​ | 3 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 3
Stock-based compensation expense | ​ | — | ​ |  | — | ​ |  | 589 | ​ |  | — | ​ |  | — | ​ |  | 589
Shares of common stock withheld to pay taxes on employees’ equity awards | ​ | (10,873) | ​ | ​ | — | ​ | ​ | (76) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (76)
Stock dividend adjustments | ​ | 11,444 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Net income | ​ | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | 1,377 | ​ |  | 1,377
Balance at March 31, 2022 | ​ | 39,776,816 | ​ | $ | 41 | ​ | ​ | 80,913 | ​ | $ | (6,513) | ​ | $ | 1,377 | ​ | $ | 75,818
Exercised and vested stock-based awards | ​ | 178,727 | ​ | ​ | 1 | ​ | ​ | 11 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 12
Stock-based compensation expense | ​ | — | ​ | ​ | — | ​ | ​ | 535 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 535
Shares of common stock withheld to pay taxes on employees’ equity awards | ​ | (47,603) | ​ | ​ | — | ​ | ​ | (47) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (47)
Purchase of treasury stock | ​ | (1,504,374) | ​ | ​ | (2) | ​ | ​ | — | ​ | ​ | (10,653) | ​ | ​ | — | ​ | ​ | (10,655)
Net income | ​ | — |  | ​ | — |  | ​ | — |  | ​ | — |  | ​ | 3,346 |  | ​ | 3,346
Balance at June 30, 2022 | ​ | 38,403,566 | ​ | $ | 40 | ​ | $ | 81,412 | ​ | $ | (17,166) | ​ | $ | 4,723 | ​ | $ | 69,009
Exercised and vested stock-based awards | ​ | 68,060 | ​ | ​ | — | ​ | ​ | 13 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 13
Stock-based compensation expense | ​ | — | ​ | ​ | — | ​ | ​ | 578 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 578
Shares of common stock withheld to pay taxes on employees' equity awards | ​ | (16,681) | ​ | ​ | — | ​ | ​ | (130) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (130)
Purchase of treasury stock | ​ | (987,451) | ​ | ​ | (1) | ​ | ​ | — | ​ | ​ | (9,155) | ​ | ​ | — | ​ | ​ | (9,156)
Net income | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 4,873 | ​ | ​ | 4,873
Balance at September 30, 2022 | ​ | 37,467,494 | ​ | $ | 39 | ​ | $ | 81,873 | ​ | $ | (26,321) | ​ | $ | 9,596 | ​ | $ | 65,187

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ZYNEX, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE (1) BASIS OF PRESENTATION

Organization

Zynex, Inc. (a Nevada corporation) has its headquarters in Englewood, Colorado. The term “the Company” refers to Zynex, Inc. and its active and inactive subsidiaries. The Company operates in one primary business segment, medical devices which include electrotherapy and pain management products. As of September 30, 2022, the Company’s only active subsidiaries are Zynex Medical, Inc. (“ZMI,” a wholly-owned Colorado corporation) through which the Company conducts most of its operations, and Zynex Monitoring Solutions, Inc. (“ZMS,” a wholly-owned Colorado corporation). ZMS has developed a fluid monitoring system which received approval by the U.S. Food and Drug Administration (“FDA”) during 2020 and is still awaiting CE Marking in Europe. ZMS has achieved no revenues to date. The Company’s inactive subsidiaries include Zynex Europe, Zynex NeuroDiagnostics, Inc. (“ZND,” a wholly-owned Colorado corporation) and Pharmazy, Inc. (“Pharmazy”, a wholly-owned Colorado Corporation). The Company’s compounding pharmacy operated as a division of ZMI dba as Pharmazy through January 2016.

In December 2021, the Company acquired 100% of Kestrel Labs, Inc. (”Kestrel”), a laser-based, noninvasive patient monitoring technology company. Kestrel’s laser-based products include the NiCOTM CO-Oximeter, a multi-parameter pulse oximeter, and HemeOxTM, a total hemoglobin oximeter that enables continuous arterial blood monitoring. Both NiCO and HemeOx are yet to be presented to the FDA for market clearance. All activities related to Kestrel flow through the ZMS subsidiary.

Nature of Business

The Company designs, manufactures and markets medical devices that treat chronic and acute pain, as well as activate and exercise muscles for rehabilitative purposes with electrical stimulation. The Company’s devices are intended for pain management to reduce reliance on medications and provide rehabilitation and increased mobility through the utilization of non-invasive muscle stimulation, electromyography technology, interferential current (“IFC”), neuromuscular electrical stimulation (“NMES”) and transcutaneous electrical nerve stimulation (“TENS”). All the Company’s medical devices are designed to be patient friendly and designed for home use. The devices are small, portable, battery operated and include an electrical pulse generator which is connected to the body via electrodes. All of the medical devices are marketed in the U.S. and are subject to FDA regulation and approval. All of the products require a physician’s prescription before they can be dispensed in the U.S. The Company’s primary product is the NexWave device. The NexWave is marketed to physicians and therapists by the Company’s field sales representatives. The NexWave requires consumable supplies, such as electrodes and batteries, which are shipped to patients on a recurring monthly basis, as needed.

During the nine months ended September 30, 2022 and 2021, the Company generated all of its revenue in North America from sales and supplies of its devices to patients and healthcare providers.

The Company’s Board of Directors declared a cash dividend of $0.10 per share and a stock dividend of 10% per share on November 9, 2021. The cash dividend of $3.6 million was paid out on January 21, 2022 to stockholders of record as of January 6, 2022. The 10% stock dividend declaration resulted in the issuance of an additional 3.6 million shares on January 21, 2022 to stockholders of record as of January 6, 2022. Except as otherwise indicated, all related amounts reported in the condensed consolidated financial statements, including common share quantities, earnings per share amounts and exercise prices of options, have been retroactively adjusted for the effect of this stock dividend.

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ZYNEX, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited Condensed Consolidated Financial Statements

The unaudited condensed consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures included herein are adequate to make the information presented not misleading. A description of the Company’s accounting policies and other financial information is included in the audited consolidated financial statements as filed with the SEC in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Amounts as of December 31, 2021, are derived from those audited consolidated financial statements. These interim condensed consolidated financial statements should be read in conjunction with the annual audited financial statements, accounting policies and notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly the financial position of the Company as of September 30, 2022 and the results of its operations and its cash flows for the periods presented. The results of operations for the nine months ended September 30, 2022 are not necessarily indicative of the results that may be achieved for a full fiscal year and cannot be used to indicate financial performance for the entire year.

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NOTE (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of Zynex, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The most significant management estimates used in the preparation of the accompanying condensed consolidated financial statements are associated with the allowance for billing adjustments and uncollectible accounts receivable, the reserve for obsolete and damaged inventory, stock-based compensation, assumptions related to the valuation of contingent consideration, and valuation of long-lived assets and realizability of deferred tax assets.

Accounts Receivable, Net

The Company’s accounts receivable represent unconditional rights to consideration and are generated when a patient receives one of the Company’s devices, related supplies or complementary products. In conjunction with fulfilling the Company’s obligation to deliver a product, the Company invoices the patient’s third-party payer and/or the patient. Billing adjustments represent the difference between the list price and the reimbursement rates set by third-party payers, including Medicare, commercial payers and amounts billed directly to the patient. Specific amounts, if uncollected over a period of time, may be written-off after several appeals, which in some cases may take longer than twelve months. Substantially all of the Company’s receivables are due from patients with commercial or government health plans and workers compensation claims with a smaller portion related to private pay individuals, attorney, and auto claims. The Company maintains a constraint for third-party payer refund requests, deductions and adjustments. See Note 14 – Concentrations for discussion of significant customer accounts receivable balances.

Inventory, Net

Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard costs, which approximates actual costs on an average cost basis.

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ZYNEX, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The Company monitors inventory for turnover and obsolescence and records losses for excess and obsolete inventory, as appropriate. The Company provides reserves for estimated excess and obsolete inventories based upon assumptions about future demand. If future demand is less favorable than currently projected by management, additional inventory write-downs may be required.

Long-lived Assets

The Company records intangible assets based on estimated fair value on the date of acquisition. Long-lived assets consist of net property and equipment and intangible assets. The finite-lived intangible assets are patents and are amortized on a straight-line basis over the estimated lives of the assets.

The Company assesses impairment of long-lived assets when events or changes in circumstances indicates that their carrying value amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: (i) significant decreases in the market price of the asset; (ii) significant adverse changes in the business climate or legal or regulatory factors; (iii) or, expectations that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life.

If the estimated future undiscounted cash flows, excluding interest charges, from the use of an asset are less than the carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value.

Useful lives of finite-lived intangible assets by each asset category are summarized below:

​

​ | ​ | ​
​ | ​ | Estimated
​ | ​ | Useful Lives
​ |  | in years
Patents |  | 11

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Goodwill

Goodwill is recorded as the difference between the fair value of the purchase consideration and the estimated fair value of the net identifiable tangible and intangible assets acquired.

Goodwill is not subject to amortization but is subject to impairment testing in the future. The Company utilized the simplified test for goodwill impairment. The amount recognized for impairment is equal to the difference between the carrying value and the asset’s fair value. The valuation methods used in the quantitative fair value assessment was a discounted cash flow method and required management to make certain assumptions and estimates regarding certain industry trends and future profitability of our reporting units. The Company tests more frequently if indicators are present or changes in circumstances suggest that impairment may exist. These indicators include, among others, declines in sales, earnings or cash flows, or the development of a material adverse change in the business climate. The Company assesses goodwill for impairment at the reporting unit level. The estimates of fair value and the determination of reporting units requires management judgment.

Revenue Recognition

Revenue is derived from sales and leases of the Company’s electrotherapy devices and sales of related supplies and complementary products. Device sales can be in the form of a purchase or a lease. Supplies needed for the device can be set up as a recurring shipment or ordered through the customer support team or online store as needed. The Company recognizes revenue when the performance obligation has been met and the product has been transferred to the patient, in the amount that reflects the consideration the Company expects to receive. In general, revenue from sales of devices and supplies is recognized once the product is delivered to the patient, which is when the performance obligation has been met and the product has been transferred to the patient.

Sales of devices and supplies are primarily shipped directly to the patient, with a small amount of revenue generated from sales to distributors. In the healthcare industry there is often a third party involved that will pay on the patients’ behalf for purchased or leased devices and supplies. The terms of the separate arrangement impact certain aspects of the contracts, with patients covered by third party payers, such as contract type, performance obligations and transaction price, but for purposes of revenue recognition the contract with the customer refers to the arrangement between the Company and the patient. The Company does not have any material deferred revenue in the normal course of business as each performance obligation is met upon delivery of goods to the patient. There are no substantial costs incurred through support or warranty obligations.

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ZYNEX, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following table provides a breakdown of disaggregated net revenues for the three and nine months ended September 30, 2022, and 2021 related to devices accounted for as purchases subject to Accounting Standards Codification (“ASC”) 606 – “Revenue from Contracts with Customers” (“ASC 606") and leases subject to ASC 842 (in thousands):

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the Three Months Ended September 30, | ​ | For the Nine Months Ended September 30,
​ |  | 2022 |  | 2021 |  | 2022 |  | 2021
Device revenue |  | ​ |  |  | ​ |  | ​ | ​ |  |  | ​ |
Purchased | ​ | $ | 2,900 | ​ | $ | 2,076 | ​ | $ | 7,357 | ​ | $ | 6,734
Leased | ​ |  | 8,449 | ​ |  | 6,995 | ​ |  | 20,222 | ​ |  | 16,530
Total device revenue | ​ | $ | 11,349 | ​ | $ | 9,071 | ​ | $ | 27,579 | ​ | $ | 23,264
Supplies revenue | ​ | ​ | 30,171 | ​ | ​ | 25,715 | ​ | ​ | 81,783 | ​ | ​ | 66,671
Total revenue | ​ | $ | 41,520 | ​ | $ | 34,786 | ​ | $ | 109,362 | ​ | $ | 89,935

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Revenues are estimated using the portfolio approach by third-party payer type based upon historical rates of collection, aging of receivables, trends in historical reimbursement rates by third-party payer types, and current relationships and experience with the third-party payers, which includes estimated constraints for third-party payer refund requests, deductions and adjustments. Inherent in these estimates is the risk that they will have to be revised as additional information becomes available and constraints are released. Specifically, the complexity of third-party payer billing arrangements and the uncertainty of reimbursement amounts for certain products from third-party payers or unanticipated requirements to refund payments previously received may result in adjustments to amounts originally recorded. Settlements with third-party payers for retroactive revenue adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price using the expected amount method. These adjustments to transaction price are estimated based on the terms of the payment agreement with the payer, correspondence from the payer and historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Due to continuing changes in the healthcare industry and third-party payer reimbursement, it is possible the Company’s forecasting model to estimate collections could change, which could have an impact on the Company’s results of operations and cash flows. Any differences between estimated and actual collectability are reflected in the period in which received. Historically these differences have been immaterial, and the Company has not had a significant reversal of revenue from prior periods.

The Company monitors the variability and uncertain timing over third-party payer types in the portfolios. If there is a change in the Company’s third-party payer mix over time, it could affect net revenue and related receivables. The Company believes it has a sufficient history of collection experience to estimate the net collectible amounts by third-party payer type. However, changes to constraints related to billing adjustments and refund requests have historically fluctuated and may continue to fluctuate significantly from quarter to quarter and year to year.

Leases

The Company determines if an arrangement is a lease at inception or modification of a contract.

The Company recognizes finance and operating lease right-of-use assets and liabilities at the lease commencement date based on the estimated present value of the remaining lease payments over the lease term. For the finance leases, the Company uses the implicit rate to determine the present value of future lease payments. For operating leases that do not provide an implicit rate, the Company uses incremental borrowing rates to determine the present value of future lease payments. The Company includes options to extend or terminate a lease in the lease term when it is reasonably certain to exercise such options. The Company recognizes leases with an initial term of 12 months or less as lease expense over the lease term and those leases are not recorded on the Company’s condensed consolidated balance sheets. For additional information on the leases where the Company is the lessee, see Note 12- Leases.

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ZYNEX, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

A significant portion of device revenue is derived from patients who obtain devices under month-to-month lease arrangements where the Company is the lessor. Revenue related to devices on lease is recognized in accordance with ASC 842, Leases. Using the guidance in ASC 842, the Company concluded the transactions should be accounted for as operating leases based on the following criteria below:

| ● | The lease does not transfer ownership of the underlying asset to the lessee by the end of the lease term.

| ● | The lease does not grant the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise.

| ● | The lease term is month to month, which does not meet the major part of the remaining economic life of the underlying asset. However, if the commencement date falls at or near the end of the economic life of the underlying asset, this criterion shall not be used for purposes of classifying the lease.

| ● | There is no residual value guaranteed and the present value of the sum of the lease payments does not equal or exceed substantially all of the fair value of the underlying asset

| ● | The underlying asset is expected to have alternative uses to the lessor at the end of the lease term.

Lease commencement occurs upon delivery of the device to the patient. The Company retains title to the leased device and those devices are classified as property and equipment on the balance sheet. Since the leases are month-to-month and can be returned by the patient at any time, revenue is recognized monthly for the duration of the period in which the patient retains the device.

Debt Issuance Costs

Debt issuance costs are costs incurred to obtain new debt financing. Debt issuance costs are presented in the accompanying condensed consolidated balance sheets as a reduction in the carrying value of the debt and are accreted to interest expense using the effective interest method.

Stock-based Compensation

The Company accounts for stock-based compensation through recognition of the cost of employee services received in exchange for an award of equity instruments, which is measured based on the grant date fair value of the award that is ultimately expected to vest during the period. The stock-based compensation expenses are recognized over the period during which an employee is required to provide service in exchange for the award (the requisite service period, which in the Company’s case is the same as the vesting period). For awards subject to the achievement of performance metrics, stock-based compensation expense is recognized when it becomes probable that the performance conditions will be achieved over the respective performance period.

Segment Information

The Company defines operating segments as components of the business enterprise for which separate financial information is reviewed regularly by the Chief Operating Decision-Makers to evaluate performance and to make operating decisions. The Company has identified our Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer as our Chief Operating Decision-Makers (“CODM”).

The Company currently operates business as one operating segment which includes two revenue types: Devices and Supplies.

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ZYNEX, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Income Taxes

The Company records deferred tax assets and liabilities for the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in the accompanying condensed consolidated balance sheets, as well as operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance if, based on available evidence, it is more likely than not that these benefits will not be realized.

Tax benefits are recognized from uncertain tax positions if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position.

The Inflation Reduction Act (“IRA”) was enacted into law on August 16, 2022. Included in the IRA was a provision to implement a 15% corporate alternative minimum tax on corporations whose average annual adjusted financial statement income during the most recently completed three year period exceeds $1 billion. This provision is effective for tax years beginning after December 31, 2022. We are in the process of evaluating the provisions of the IRA, but we do not currently believe the IRA will have a material impact on our reported results, cash flows or financial position when it becomes effective.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January 1, 2022. The adoption of ASU 2020-06 did not have an impact on the Company’s condensed consolidated financial statements.

In June 2016, FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) (“ASU 2016-13”), Measurement of Credit Losses on Financial Instruments. The standard significantly changes how entities will measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. The standard will replace today’s “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. For available-for-sale debt securities, entities will be required to record allowances rather than reduce the carrying amount, as they do today under the other-than-temporary impairment model. It also simplifies the accounting model for purchased credit-impaired debt securities and loans. This ASU is effective for annual periods beginning after December 15, 2022, and interim periods therein for smaller reporting companies. Early adoption is permitted for annual periods beginning after December 15, 2018, and interim periods therein. The Company adopted this standard during the quarter ended September 30, 2022. The primary instrument that needed to be evaluated was the Company’s trade receivables and the impact was not material.

​

NOTE (3) INVENTORY

The components of inventory as of September 30, 2022, and December 31, 2021 are as follows (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | September 30, 2022 |  | December 31, 2021
Raw materials | ​ | $ | 3,709 | ​ | $ | 4,471
Work-in-process | ​ |  | 487 | ​ |  | 345
Finished goods | ​ |  | 8,919 | ​ |  | 4,468
Inventory in transit | ​ | ​ | 1,403 | ​ | ​ | 1,624
​ | ​ | $ | 14,518 | ​ | $ | 10,908
Less: reserve | ​ |  | (152) | ​ |  | (152)
​ | ​ | $ | 14,366 | ​ | $ | 10,756

​

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ZYNEX, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE (4) PROPERTY AND EQUIPMENT

The components of property and equipment as of September 30, 2022, and December 31, 2021 are as follows (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | September 30, 2022 |  | December 31, 2021
Property and equipment | ​ | ​ |  |  | ​ |
Office furniture and equipment | ​ | $ | 2,657 | ​ | $ | 2,391
Assembly equipment | ​ |  | 103 | ​ |  | 100
Vehicles | ​ |  | 203 | ​ |  | 203
Leasehold improvements | ​ |  | 1,173 | ​ |  | 1,054
Leased devices | ​ |  | 1,117 | ​ |  | 1,080
​ | ​ | ​ | 5,253 | ​ | ​ | 4,828
Less accumulated depreciation | ​ |  | (3,054) | ​ |  | (2,642)
​ | ​ | $ | 2,199 | ​ | $ | 2,186

​

Total depreciation expense related to our property and equipment was $0.1 million and $0.2 million for the three months ended September 30, 2022 and 2021, respectively. Depreciation expense for the nine month periods ended September 30, 2022 and 2021 was $0.5 million and $0.7 million, respectively.

Total depreciation expense related to devices out on lease was $0.3 million and $0.4 million for the three months ended September 30, 2022 and 2021, respectively. Depreciation expense related to devices out on lease was $1.0 million and $1.0 million for the nine months ended September 30, 2022 and 2021, respectively. Depreciation on leased units is reflected in the condensed consolidated statements of operations as cost of revenue.

The Company monitors devices out on lease for potential loss and places an estimated reserve on the net book value based on an analysis of the number of units which are still with patients for which the Company cannot determine the current status.

​

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ZYNEX, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE (5) BUSINESS COMBINATIONS

On December 22, 2021, the Company and its wholly-owned subsidiary Zynex Monitoring Solutions, Inc., entered into a Stock Purchase Agreement (the “Agreement”) with Kestrel and each of the shareholders of Kestrel (collectively, the “Selling Shareholders”). Under the Agreement, the Selling Shareholders agreed to sell all of the outstanding common stock of Kestrel (the “Kestrel Shares”) to the Company. The consideration for the Kestrel Shares consisted of $16.1 million cash and 1,334,350 shares of the Company’s common stock (the “Zynex Shares”). All of the Zynex Shares are subject to a lockup agreement for a period of one year from the closing date under the Agreement (the “Closing Date”). The Agreement provides the Selling Shareholders with piggyback registration rights. 889,566 of the Zynex Shares are being held in escrow (the “Escrow Shares”). The number of Escrow Shares is subject to adjustment on the one-year anniversary of the Closing Date (or in connection with any Liquidation Event (as defined in the Agreement) that occurs prior to such anniversary date) based on the number of shares equal to $10.0 million divided by a 30-day volume weighted average closing price of the Company’s common stock. Half of the Escrow Shares will be released on submission of a dossier on a laser-based photoplethysmographic device (the “Device”) to the FDA for permission to market and sell the Device in the United States. The other half of the Escrow Shares will be released upon determination by the FDA that the Device can be marketed and sold in the United States. The amount of Escrow Shares were recalculated at September 30, 2022 and are included in the calculation of diluted earnings per share. The maximum amount of Zynex Shares that may be released are limited to 19.9% of the total number of common shares and total voting power of common shares of the Company (see Note 13 for more information regarding this liability).

The acquisition of Kestrel has been accounted for as a business combination under ASC 805. Under ASC 805, assets acquired, and liabilities assumed in a business combination must be recorded at their fair values as of the acquisition date.

NOTE (6) GOODWILL AND OTHER INTANGIBLE ASSETS

During the year ended December 31, 2021 the Company completed the acquisition of Kestrel, which resulted in goodwill of $20.4 million (see Note 5).

For the nine months ended September 30, 2022, there was no change in the carrying amount of goodwill, there were no impairment indicators of the Company’s net asset value.

The following table provides the summary of the Company’s intangible assets as of September 30, 2022.

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Weighted-
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | Average
​ |  | Gross | ​ | ​ | ​ | ​ | ​ | ​ |  | Remaining
​ |  | Carrying |  | Accumulated |  | Net Carrying |  | Life (in
​ |  | Amount |  | Amortization |  | Amount |  | years)
Acquired patents at December 31, 2021 | ​ | $ | 10,000 | ​ | $ | (25) | ​ | $ | 9,975 | ​ | 11.00
Amortization expense | ​ | ​ | ​ | ​ | ​ | (679) | ​ | ​ | (679) | ​ | ​
Acquired patents at September 30, 2022 | ​ | $ | 10,000 | ​ | $ | (704) | ​ | $ | 9,296 |  | 10.23

​

The following table summarizes the estimated future amortization expense to be recognized over the remainder of 2022, next five fiscal years, and periods thereafter:

​

​ | ​ | ​ | ​
​ |  | (In thousands)
October 1, 2022 through December 31, 2022 | ​ | $ | 229
2023 | ​ |  | 908
2024 | ​ |  | 911
2025 | ​ |  | 908
2026 | ​ |  | 908
2027 | ​ | ​ | 908
Thereafter | ​ |  | 4,524
Total future amortization expense | ​ | $ | 9,296

​

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ZYNEX, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE (7) EARNINGS PER SHARE

Basic earnings per share are computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding and the number of dilutive potential common share equivalents during the period, calculated using the treasury-stock method for outstanding stock options. In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential common shares outstanding would be anti-dilutive.

The calculation of basic and diluted earnings per share for the three and nine months ended September 30, 2022 and 2021 are as follows (in thousands, except per share data):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the Three Months Ended September 30, | ​ | For the Nine Months Ended September 30,
​ |  | 2022 |  | 2021 |  | 2022 |  | 2021
Basic earnings per share |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
Net income available to common stockholders | ​ | $ | 4,873 | ​ | $ | 6,107 | ​ | ​ | 9,596 | ​ | ​ | 8,209
Basic weighted-average shares outstanding | ​ |  | 38,046 | ​ |  | 38,245 | ​ |  | 38,881 | ​ |  | 38,286
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Basic earnings per share | ​ | $ | 0.13 | ​ | $ | 0.16 | ​ | ​ | 0.25 | ​ | ​ | 0.21
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Diluted earnings per share | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Net income available to common stockholders | ​ | $ | 4,873 | ​ | $ | 6,107 | ​ | ​ | 9,596 | ​ | ​ | 8,209
Weighted-average shares outstanding | ​ |  | 38,046 | ​ |  | 38,245 | ​ |  | 38,881 | ​ |  | 38,286
Effect of dilutive securities - options and restricted stock | ​ |  | 819 | ​ |  | 798 | ​ |  | 848 | ​ |  | 856
Diluted weighted-average shares outstanding | ​ |  | 38,865 | ​ |  | 39,043 | ​ |  | 39,729 | ​ |  | 39,142
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Diluted earnings per share | ​ | $ | 0.13 | ​ | $ | 0.16 | ​ | ​ | 0.24 | ​ | ​ | 0.21

​

For both the three and nine months ended September 30, 2022, options to purchase 6,000 and 22,000 shares of common stock were excluded from the dilutive stock calculation, respectively, because their effect would have been anti-dilutive.

For both the three and nine months ended September 30, 2021, options to purchase 268,000 and 176,000 shares of common stock were excluded from the dilutive stock calculation, respectively, because their effect would have been anti-dilutive.

​

NOTE (8) NOTES PAYABLE

The Company entered into a loan agreement (the “Loan Agreement”) with Bank of America, N.A. (the “Bank”) in December 2021. Under this Loan Agreement, the Bank extended two facilities to the Company. Specified assets have been pledged as collateral. One facility is a line of credit in the amount of $4.0 million available until December 1, 2024 (“Facility 1”). The Company will pay interest on Facility 1 on the first day of each month beginning January 1, 2022. The interest rate is an annual rate equal to the sum of (i) the greater of the BSBY Daily Floating Rate or (ii) the Index Floor (as defined in the Loan Agreement), plus 2.00%. As of September 30, 2022, the Company had not utilized this facility.

The other facility being extended by the Bank to the Company is a fixed rate term loan in the amount of up to $16.0 million (“Facility 2”). Facility 2 was entered into and funded in conjunction with the purchase of Kestrel Labs. The interest rate is equal to 2.8% per year. The Company must pay interest on the first day of each month which began January 1, 2022 and the Company also repays the principal amount in equal installments of $444,444 per month through December 1, 2024.

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ZYNEX, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes future principal payments on long-term debt as of September 30, 2022:

​

​ | ​ | ​ | ​
​ |  | September 30, 2022
​ |  | (In thousands)
October 1, 2022 through December 31, 2022 | ​ | $ | 1,333
2023 | ​ |  | 5,333
2024 | ​ |  | 5,334
Future principal payments | ​ |  | 12,000
Less current portion | ​ |  | (5,333)
Less debt issuance costs | ​ | ​ | (46)
Long-term debt, net of debt issuance costs | ​ | $ | 6,621

​

​

NOTE (9) STOCK-BASED COMPENSATION PLANS

In June 2017, our stockholders approved the 2017 Stock Incentive Plan (the “2017 Stock Plan”) with a maximum of 5.5 million shares reserved for issuance. Awards permitted under the 2017 Stock Plan include: Stock Options and Restricted Stock. Awards issued under the 2017 Stock Plan are at the discretion of the Board of Directors. As applicable, awards are granted with an exercise price equal to the closing price of our common stock on the date of grant and generally vest over four years. Restricted Stock Awards are issued to the recipient upon grant and are not included in outstanding shares until such vesting and issuance occurs.

During the three months ended September 30, 2022, no stock option awards were granted under the 2017 Stock Plan. During the nine months ended September 30, 2022, 200,000 performance based stock option awards were granted under the 2017 Stock Plan. During the three and nine months ended September 30, 2021, no stock option awards were granted under the 2017 Stock Plan. At September 30, 2022, the company had 0.8 million stock options outstanding and 0.6 million exercisable under the following plans:

​

​ | ​ | ​ | ​ | ​
​ |  | Outstanding |  | Exercisable
​ | ​ | Number of Options | ​ | Number of Options
​ | ​ | (in thousands) | ​ | (in thousands)
Plan Category |  |  |  |
2005 Stock Option Plan |  | 211 | ​ | 211
Equity compensation plans not approved by shareholders |  | — | ​ | —
2017 Stock Option Plan |  | 592 | ​ | 342
Total |  | 803 | ​ | 553

​

During the three and nine months ended September 30, 2022, 50,000 and 143,000 shares of restricted stock were granted to the Board of Directors and management under the 2017 Stock Plan, respectively. During the three and nine months ended September 30, 2021, 222,000 and 349,000 shares of restricted stock were granted to the Board of Directors and management under the 2017 Stock Plan, respectively. The fair market value of restricted shares for share-based compensation expensing is equal to the closing price of our common stock on the date of grant. The vesting on the Restricted Stock Awards typically occurs quarterly over three years for the Board of Directors and quarterly or annually over two to four years for management.

​

The following summarizes stock-based compensation expenses recorded in the condensed consolidated statements of operations (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the Three Months Ended September 30, |  | For the Nine Months Ended September 30,
​ |  | 2022 |  | 2021 |  | 2022 |  | 2021
Cost of Revenue | ​ | $ | 13 | ​ | $ | 12 | ​ | $ | 40 | ​ | $ | 42
Sales and marketing expense | ​ |  | 16 | ​ |  | 48 | ​ |  | 130 | ​ |  | 78
General, and administrative | ​ | ​ | 549 | ​ | ​ | 473 | ​ | ​ | 1,532 | ​ | ​ | 922
Total stock based compensation expense | ​ | $ | 578 | ​ | $ | 533 | ​ | $ | 1,702 | ​ | $ | 1,042

​

The Company received minimal cash proceeds related to option exercises during the three months ended September 30, 2022. The Company received cash proceeds of $0.1 million related to option exercises during the nine months ended September 30, 2022. The Company received minimal cash proceeds related to option exercises during the three months ended September 30, 2021. The Company received cash proceeds of $0.1 million related to option exercises during the nine months ended September 30, 2021.

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ZYNEX, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The Company used the Black Scholes option pricing model to determine the fair value of stock option grants, using the following assumptions during the nine months ended September 30, 2022:

​

​ | ​ | ​ | ​
Expected term (years) |  | 3.00 | ​
Risk-free interest rate |  | 2.81 | %
Expected volatility |  | 73.28 | %
Expected dividend yield |  | — | %

​

A summary of stock option activity under all equity compensation plans for the nine months ended September 30, 2022, is presented below:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | Weighted- | ​ | ​ | ​
​ | ​ | ​ | ​ | Weighted- | ​ | Average | ​ | Aggregate
​ | ​ | Number of | ​ | Average | ​ | Remaining | ​ | Intrinsic
​ | ​ | Shares | ​ | Exercise | ​ | Contractual | ​ | Value
​ |  | (in thousands) |  | Price |  | Term (Years) |  | (in thousands)
Outstanding at December 31, 2021 |  | 765 | ​ | $ | 1.36 | ​ | 4.68 | ​ | $ | 5,896
Granted |  | 200 | ​ | $ | 6.23 | ​ | ​ | ​ |  | ​
Forfeited |  | (11) | ​ | $ | 2.98 | ​ | ​ | ​ |  | ​
Exercised | ​ | (151) | ​ | $ | 0.57 | ​ | ​ | ​ | ​ | ​
Outstanding at September, 2022 |  | 803 | ​ | $ | 2.70 | ​ | 5.38 | ​ | $ | 5,112
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Exercisable at September 30, 2022 |  | 553 | ​ | $ | 1.27 | ​ | 3.76 | ​ | $ | 4,314

​

A summary of restricted stock award activity under all equity compensation plans for the nine months ended September 30, 2022, is presented below:

​

​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Number of | ​ | Weighted
​ | ​ | Shares |  | Average Grant
​ |  | (in thousands) |  | Date Fair Value
Granted but not vested at December 31, 2021 |  | 454 | ​ | $ | 13.69
Granted |  | 143 | ​ | $ | 7.39
Forfeited |  | (43) | ​ | $ | 10.13
Vested |  | (134) | ​ | $ | 13.44
Granted but not vested at September 30, 2022 |  | 420 | ​ | $ | 11.82

​

As of September 30, 2022, the Company had approximately $4.5 million of unrecognized compensation expense related to stock options and restricted stock awards that will be recognized over a weighted average period of approximately 2.35 years.

​

NOTE (10) STOCKHOLDERS’ EQUITY

Common Stock Dividend

The Company’s Board of Directors declared a cash dividend of $0.10 per share and a stock dividend of 10% per share on November 9, 2021. The cash dividend of $3.6 million was paid out on January 21, 2022 to stockholders of record as of January 6, 2022. The 10% stock dividend declaration resulted in the issuance of an additional 3.6 million shares on January 21, 2022 to stockholders of record as of January 6, 2022.

Treasury Stock

On June 9, 2022, the Company’s Board of Directors approved a program to repurchase up to $10.0 million of the Company’s common stock at prevailing market prices either in the open market or through privately negotiated transactions through June 9, 2023. From the inception of the plan through September 30 2022, the Company purchased 1,071,951 shares of its common stock for $9.8 million or an average price of $9.15 per share.

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ZYNEX, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

On April 11, 2022, the Company’s Board of Directors approved a program to repurchase up to $10.0 million of its common stock at prevailing market prices either in the open market or through privately negotiated transactions through April 11, 2023. From the inception of the plan through May 31, 2022 the Company purchased 1,419,874 shares of its common stock for $10.0 million or an average price of $7.04 per share which completed this program.

Warrants

A summary of stock warrant activity for the nine months ended September 30, 2022 is presented below:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | Weighted | ​ | ​ | ​
​ | ​ | ​ | ​ | Weighted | ​ | Average | ​ | Aggregate
​ | ​ | Number of | ​ | Average | ​ | Remaining | ​ | Intrinsic
​ | ​ | Warrants | ​ | Exercise | ​ | Contractual | ​ | Value
​ |  | (in thousands) |  | Price |  | Life (Years) |  | (in thousands)
Outstanding and exercisable at December 31, 2021 |  | 99 | ​ | $ | 2.40 | ​ |  | 2.76 | ​ | $ | 660
Granted |  | — | ​ | $ | — | ​ |  | ​ | ​ | ​ | ​
Exercised |  | — | ​ | $ | — | ​ |  | ​ | ​ | ​ | ​
Forfeited |  | — | ​ | $ | — | ​ |  | ​ | ​ |  | ​
Outstanding and exercisable at September 30, 2022 |  | 99 | ​ | $ | 2.40 | ​ |  | 2.02 | ​ | $ | 518

​

​

NOTE (11) INCOME TAXES

The income tax provision for interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items, primarily related to excess tax benefits on stock option exercises. For the three and nine months ended September 30, 2022 discrete items adjusted were $0.2 million and $(0.2) million, respectively. At September 30, 2022 and 2021 the Company is currently estimating an annual effective tax rate of approximately 23% and 25%, respectively. Each quarter, the estimate of the annual effective tax rate is updated, and if the estimated effective tax rate changes, a cumulative adjustment is made. There is a potential for volatility of the effective tax rate due to various factors.

The provision for income taxes is recorded at the end of each interim period based on the Company’s best estimate of its effective income tax rate expected to be applicable for the full fiscal year. The Company’s effective income tax rate was 23% for the nine months ended September 30, 2022. The Company recorded income tax expense of $1.5 million and $2.9 million for the three and nine months ended September 30, 2022, respectively, and income tax expense of $1.9 million and $2.5 million for the three and nine months ended September 30, 2021.

Income taxes of $5.0 million and $1.0 million were paid during the nine months ended September 30, 2022 and 2021, respectively.

​

NOTE (12) LEASES

The Company categorize leases at their inception as either operating or financing leases. Leases include various office and warehouse facilities which have been categorized as operating leases while certain equipment is leased under financing leases.

During March 2022, The Company entered into a lease agreement for approximately 4,162 square feet of office space for the operations of Kestrel Labs, Inc. in Boulder, Colorado. The lease began on April 1, 2022 and will run through April 1, 2025. The rent and common area maintenance charges are equal to $17.00 per square foot with annual increases of 3%. Upon lease commencement, the Company recorded an operating lease liability and corresponding right-of-use asset for $0.2 million each.

The Company’s operating leases do not provide an implicit rate, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring the lease liability. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. The Company’s weighted average borrowing rate was determined to be 4.05% for its operating lease liabilities. The Company’s equipment lease agreements have a weighted average rate of 9.39% which was used to measure its finance lease liability. The weighted average remaining lease term was 4.90 years and 2.85 years for operating and finance leases, respectively, as of September 30, 2022.

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ZYNEX, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2022, the maturities of the Company’s future minimum lease payments were as follows (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Operating Lease Liability |  | Finance Lease Liability
October 1, 2022 through December 31, 2022 |  | ​ | 1,030 |  | ​ | 38
2023 |  | ​ | 3,055 |  | ​ | 152
2024 |  | ​ | 3,571 |  | ​ | 116
2025 |  | ​ | 3,586 |  | ​ | 76
2026 |  | ​ | 3,362 |  | ​ | 15
2027 |  | ​ | 3,150 |  | ​ | —
Thereafter |  | ​ | 1,064 |  | ​ | —
Total undiscounted future minimum lease payments | ​ | $ | 18,818 | ​ | $ | 397
Less: Difference between undiscounted lease payments and discounted lease liabilities: | ​ |  | (1,939) | ​ |  | (50)
Total lease liabilities | ​ | $ | 16,879 | ​ | $ | 347

​

The components of lease expenses were as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Nine Months Ended
​ | ​ | September 30, | ​ | September 30,
​ |  | 2022 |  | 2021 | ​ | 2022 | ​ | 2021
Lease cost: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Operating lease cost: |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total operating lease expense | ​ | $ | 1,125 |  | $ | 1,072 |  | $ | 3,344 |  | $ | 2,415
Finance lease cost: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total amortization of leased assets | ​ | ​ | 30 | ​ | ​ | 29 | ​ | ​ | 89 | ​ | ​ | 78
Interest on lease liabilities | ​ | ​ | 9 | ​ | ​ | 11 | ​ | ​ | 28 | ​ | ​ | 31
Total net lease cost | ​ | $ | 1,164 | ​ | $ | 1,112 | ​ | $ | 3,461 | ​ | $ | 2,524

​

Operating lease costs related to our manufacturing and warehouse facility were included in cost of sales while all other operating lease costs were included in general and administrative expenses on the consolidated statement of operations.

​

​

NOTE (13) FAIR VALUE MEASUREMENTS

​

The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

The Company’s asset and liability classified financial instruments include cash, accounts receivable, accounts payable, accrued liabilities, and contingent consideration. The carrying amounts of financial instruments, including cash, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to their short maturities. The Company measures its long-term debt at book value which approximates fair value as the long-term debt bears market rates of interest. The fair value of acquisition-related contingent consideration is based on a Monte Carlo model. The valuation policies are determined by management, and the Company’s Board of Directors is informed of any policy change.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on reliability of the inputs as follows:

Level 1: Inputs that reflect unadjusted quoted prices in active markets that are accessible to Zynex for identical assets or liabilities;

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ZYNEX, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Level 2: Inputs include quoted prices for similar assets and liabilities in active or inactive markets or that are observable for the asset or liability either directly or indirectly; and

Level 3: Unobservable inputs that are supported by little or no market activity.

The Company’s assets and liabilities which are measured at fair value on a recurring basis are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. The Company’s policy is to recognize transfers in and/or out of fair value hierarchy as of the date in which the event or change in circumstances caused the transfer. The Company has consistently applied the valuation techniques discussed below in all periods presented.

The following table presents Company’s financial liabilities that were accounted for at fair value on a recurring basis as of September 30, 2022, by level within the fair value hierarchy:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | Fair Value Measurements at September 30, 2022
​ | ​ | ​ | ​ |  | Quoted | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ |  | Priced in | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ |  | Active | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ |  | Markets |  | Significant | ​ | ​ | ​
​ | ​ | ​ | ​ |  | for |  | Other |  | Significant
​ |  | Fair Value at |  | Identical |  | Observable |  | Unobservable
​ |  | September 30, |  | Assets |  | Inputs |  | Inputs
​ |  | 2022 |  | (Level 1) |  | (Level 2) |  | (Level 3)
​ |  | ​ | (In thousands)
Contingent consideration | ​ | $ | 9,700 | ​ | $ | — | ​ | $ | — | ​ | $ | 9,700
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total | ​ | $ | 9,700 | ​ | $ | — | ​ | $ | — | ​ | $ | 9,700

​

The following table sets forth a summary of changes in the contingent consideration for the nine months ended September 30, 2022 (in thousands):

​

​ | ​ | ​ | ​
​ |  | Contingent Consideration
Balance as of December 31, 2021 | ​ | $ | 9,700
Gain on change in fair value of contingent consideration |  | ​ | —
Balance as of September 30, 2022 |  | $ | 9,700

​

​

NOTE (14) CONCENTRATIONS

For the three months ended September 30, 2022, the Company sourced approximately 39% of the supplies for its electrotherapy products from two significant vendors. For the same period in 2021, the Company sourced approximately 51% of the supplies for its electrotherapy products from three significant vendors.

For the nine months ended September 30, 2022, the Company sourced approximately 33% of supplies for its electrotherapy products from two significant vendors. For the same period in 2021, the Company sourced approximately 36% of supplies for its electrotherapy products from two significant vendors.

At September 30, 2022, the Company had receivables from one third-party payer that made up approximately 15% of the net accounts receivable balance. At December 31, 2021, the Company had receivables from one third-party payer which made up approximately 22% of the net accounts receivable balance.

​

NOTE (15) COMMITMENTS AND CONTINGENCIES

See Note 12 for details regarding commitments under the Company’s long-term leases.

From time to time, the Company may become party to litigation and other claims in the ordinary course of business. To the extent that such claims and litigation arise, management would accrue the estimated exposure for such events when losses are determined to be

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ZYNEX, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

both probable and estimable. On occasion, the Company engages outside counsel related to a broad range of topics including employment law, third-party payer matters, intellectual property and regulatory and compliance matters.

The Company is currently not a party to any material pending legal proceedings that would give rise to potential loss contingencies.

​

NOTE (16) SUBSEQUENT EVENTS

No subsequent events identified through October 27, 2022.

​

​

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Notice Regarding Forward-Looking Statements

This quarterly report contains statements that are forward-looking, such as statements relating to plans for future organic growth and other business development activities, as well as the impact of reimbursement trends, other capital spending and financing sources. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of the Company. These risks include the ability to engage effective sales representatives, the need to obtain U.S. Food and Drug Administration (“FDA”) clearance and Certificate European (“CE”) marking of new products, the acceptance of new products as well as existing products by doctors and hospitals, our dependence on the reimbursement from insurance companies for products sold or leased to our customers, acceptance of our products by health insurance providers for reimbursement, larger competitors with greater financial resources, the need to keep pace with technological changes, our dependence on third-party manufacturers to produce key components of our products on time and to our specifications, implementation of our sales strategy including a strong direct sales force, the impact of COVID-19 on our business, and other risks described herein and in our Annual Report on Form 10-K for the year ended December 31, 2021.

These interim financial statements and the information contained in this Quarterly Report on Form 10-Q should be read in conjunction with the annual audited consolidated financial statements, and notes to consolidated financial statements, included in the Company’s 2021 Annual Report on Form 10-K and subsequently filed reports, which have previously been filed with the Securities and Exchange Commission.

General

Zynex, Inc. (a Nevada corporation) has its headquarters in Englewood, Colorado. We operate in one primary business segment, medical devices which include electrotherapy and pain management products. As of September 30, 2022, the Company’s only active subsidiaries are Zynex Medical, Inc. (“ZMI,” a wholly-owned Colorado corporation) through which the Company conducts most of its operations, and Zynex Monitoring Solutions, Inc. (“ZMS,” a wholly-owned Colorado corporation). The Company’s inactive subsidiaries include Zynex Europe, Zynex NeuroDiagnostics, Inc. (“ZND,” a wholly-owned Colorado corporation) and Pharmazy, Inc. (“Pharmazy”, a wholly-owned Colorado Corporation). The Company’s compounding pharmacy operated as a division of ZMI dba as Pharmazy through January 2016.

In December 2021, the Company acquired 100% of Kestrel Labs, Inc. (“Kestrel”), a laser-based, noninvasive patient monitoring technology company. Kestrel’s laser-based products include the NiCOTM CO-Oximeter, a multi-parameter pulse oximeter, and HemeOxTM, a total hemoglobin oximeter that enables continuous arterial blood monitoring. Both NiCO and HemeOx are yet to be presented to the U.S. FDA for market clearance. All activities related to Kestrel flow through our ZMS subsidiary.

The term “the Company” refers to Zynex, Inc. and its active and inactive subsidiaries.

RESULTS OF OPERATIONS

Summary

Net revenue was $41.5 million and $34.8 million for the three months ended September 30, 2022 and 2021, respectively, and $109.4 million and $89.9 million for the nine months ended September 30, 2022 and 2021, respectively. Net revenue increased 19% and 22% for the three and nine months ended September 30, 2022, respectively. Net income was $4.9 million for the three months ended September 30, 2022 compared with $6.1 million during the same period in 2021. Net income was $9.6 million for the nine months ended September 30, 2022 compared with $8.2 million during the same period in 2021. Cash provided by operating activities was $9.0 million during the nine months ended September 30, 2022. Working capital was $47.6 million and $59.8 million as of September 30, 2022 and December 31, 2021, respectively.

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Net Revenue

Net revenues are comprised of device and supply sales, constrained by estimated third-party payer reimbursement deductions. The reserve for billing allowance adjustments and allowance for uncollectible accounts are adjusted on an ongoing basis in conjunction with the processing of third-party payer insurance claims and other customer collection history. Product device revenue is primarily comprised of sales and rentals of our electrotherapy products and also includes complementary products such as our cervical traction, lumbar support and hot/cold therapy products.

Supplies revenue is primarily comprised of sales of our consumable supplies to patients using our electrotherapy products, consisting primarily of surface electrodes and batteries. Revenue related to both devices and supplies is reported net, after adjustments for estimated third-party payer reimbursement deductions and estimated allowance for uncollectible accounts. The deductions are known throughout the healthcare industry as billing adjustments whereby the healthcare insurers unilaterally reduce the amount they reimburse for our products as compared to the sales prices charged by us. The deductions from gross revenue also take into account the estimated denials, net of resubmitted billings of claims for products placed with patients which may affect collectability. See our Significant Accounting Policies in Note 2 to the condensed financial statements for a more complete explanation of our revenue recognition policies.

We occasionally receive, and expect to continue to receive, refund requests from insurance providers relating to specific patients and dates of service. Billing and reimbursement disputes are very common in our industry. These requests are sometimes related to a few patients and other times include a significant number of refund claims in a single request. We review and evaluate these requests and determine if any refund is appropriate. We also review claims that have been resubmitted or where we are pursuing additional reimbursement from that insurance provider. We frequently have significant offsets against such refund requests which may result in amounts that are due to us in excess of the amounts of refunds requested by the insurance providers. Therefore, at the time of receipt of such refund requests we are generally unable to determine if a refund request is valid.

Net revenue increased $6.7 million or 19% to $41.5 million for the three months ended September 30, 2022, from $34.8 million for the same period in 2021. Net revenue increased $19.4 million or 22% to $109.4 million for the nine months ended September 30, 2022, from $89.9 million for the same period in 2021. For the three and nine months ended September 30, 2022, the growth in net revenue from the same periods in 2021 is primarily related to a 34% and 15% growth in device orders, respectively, which led to an increased customer base and drove higher sales of consumable supplies.

Device Revenue

Device revenue is related to the sale or lease of our electrotherapy and complimentary products. Device revenue increased $2.2 million or 25% to $11.3 million for the three months ended September 30, 2022, from $9.1 million for the same period in 2021.

Device revenue increased $4.3 million or 19% to $27.6 million for the nine months ended September 30, 2022, from $23.3 million for the same period in 2021.

For both the three and nine-month periods ended September 30, 2022, the growth in net revenue from the same periods in 2021 is primarily related to growth in sales of devices and an increase in leased device sales.

Supplies Revenue

Supplies revenue is related to the sale of supplies, primarily electrodes and batteries, for our electrotherapy products. Supplies revenue increased $4.5 million or 17% to $30.2 million for the three months ended September 30, 2022, from $25.7 million for the same period in 2021.

Supplies revenue increased $15.1 million or 23% to $81.8 million for the nine months ended September 30, 2022, from $66.7 million for the same period in 2021.

The increase in supplies revenue is primarily related to an increased customer base from increased device sales in 2022 and 2021.

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Operating Expenses

Cost of Revenue – Device and Supply

Cost of Revenue – device and supply consist primarily of device and supply costs, facilities, operations labor and overhead, shipping and depreciation. Cost of revenue for the three months ended September 30, 2022 increased 23% to $8.4 million from $6.8 million for the same period in 2021. As a percentage of revenue, cost of revenue – device and supply remained at 20% for the three months ended September 30, 2022 and 2021.

Cost of revenue for the nine months ended September 30, 2022 increased 13% to $22.6 million from $20.0 million for the same period in 2021. As a percentage of revenue, cost of revenue – device and supply decreased to 21% for the nine months ended September 30, 2022 compared to 22% for the same period in 2021.

The decrease as a percentage of revenue, for the nine months ended September 30, 2022, is due to increased volumes and expanding our supplier portfolio mix, both of which have allowed us to negotiate lower costs.

Sales and Marketing Expense

Sales and marketing expenses primarily consist of employee related costs, including commissions and other direct costs associated with these personnel including travel expenses and marketing campaign and related expenses.

Sales and marketing expense for the three months ended September 30, 2022 increased 32% to $17.2 million from $13.1 million for the same period in 2021. Sales and marketing expense for the nine months ended September 30, 2022 increased 18% to $48.0 million from $40.7 million for the same period in 2021. The increase in sales and marketing expense is primarily due to increased commission and incentive pay related to inflation and rising wages in the U.S.

As a percentage of revenue, sales and marketing expense increased to 41% for the three months ended September 30, 2022 from 38% for the same period in 2021 primarily due to the aforementioned expenses. As a percentage of revenue, sales and marketing expense decreased to 44% for the nine months ended September 30, 2022 from 45% for the same period in 2021. The decrease as a percentage of revenue is primarily due to the increase in revenue during the period, slightly offset by the additional expenses noted above.

General and Administrative Expense

General and administrative expenses primarily consist of employee-related costs, and other direct costs associated with out personnel including facilities and travel expenses and professional fees, depreciation and amortization. General and administrative expense for the three months ended September 30, 2022 increased 37% to $9.4 million from $6.8 million for the same period in 2021. The increase in general and administrative expense for the three months is primarily due to increased compensation and benefit expense related to headcount growth at ZMI and an increase in research and development expenses for ZMS. As a percentage of revenue, general and administrative expense increased to 23% for the three months ended September 30, 2022 from 20% for the same period in 2021. The increase as a percentage of revenue is primarily due to the items noted above, partially offset by the increase in revenue during the period.

General and administrative expense for the nine months ended September 30, 2022 increased 40% to $26.0 million from $18.5 million for the same period in 2021. The increase in general and administrative expense for the nine months is primarily due to increased compensation and benefit expense related to increased salaries at ZMI, increases in rent and facilities expense as we moved our corporate headquarters during May 2021, research and development expenses for ZMS, and amortization of intangible assets acquired from the Kestrel acquisition in December 2021. As a percentage of revenue, general and administrative expense increased to 24% for the nine months ended September 30, 2022 from 21% for the same period in 2021. The increase as a percentage of revenue is primarily due to the aforementioned expenses, partially offset by the increase in revenue during the period.

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Income Taxes

The provision for income taxes is recorded at the end of each interim period based on the Company’s best estimate of its effective income tax rate expected to be applicable for the full fiscal year. The Company’s effective income tax rate was 23% for both the three and nine months ended September 30, 2022. Discrete items, primarily related to excess tax benefits related to stock option exercises, of $0.2 million and $(0.2) million for the three and nine months ended September 30, 2022, respectively, are recognized as a benefit against income tax expense. For the three and nine months ended September 30, 2022 the Company had an income tax expense of approximately $1.5 million and $2.9 million, respectively. The Company recorded income tax expense of $1.9 million and $2.5 million for the three and nine months ended September 30, 2021.

LIQUIDITY AND CAPITAL RESOURCES

We have historically financed operations through cash flows from operations, debt and equity transactions. At September 30, 2022, our principal source of liquidity was $23.5 million in cash and $28.4 million in accounts receivable.

Net cash provided by operating activities for the nine months ended September 30, 2022 was $9.0 million compared with net cash used in operating activities of $0.6 million for the nine months ended September 30, 2021. The increase in cash provided by operating activities for the nine months ended September 30, 2022 was primarily due to an increase in net income and the change in accounts receivable. The increase was partially offset by increased inventory due to our order growth and in-transit inventory.

Net cash used in investing activities for the nine months ended September 30, 2022 and 2021 was $0.3 million and $0.4 million, respectively. Cash used in investing activities for the nine months ended September 30, 2022 was primarily related to leasehold improvements at our new facility related to the acquisition of Kestrel and the purchase of computer equipment. Cash used in investing activities for the nine months ended September 30, 2021 was primarily related to leasehold improvements at our new manufacturing and warehouse facilities.

Net cash used in financing activities for the nine months ended September 30, 2022 was $27.7 million compared with net cash used in financing activities of $2.8 million for the same period in 2021. Net cash used in financing activities for the nine months ended September 30, 2022 was primarily due to purchases of treasury stock, payment of cash dividends in January 2022, and principal payments on long-term debt. Net cash used in financing activities for the nine months ended September 30, 2021 was primarily due to purchases of treasury stock.

We believe our cash and cash equivalents, together with anticipated cash flow from operations will be sufficient to meet our working capital, and capital expenditure requirements for at least the next twelve months. In making this assessment, we considered the following:

| ● | Our cash and cash equivalents balance at September 30, 2022 of $23.5 million;

| ● | Our working capital balance of $47.6 million; and

| ● | Our projected income and cash flows for the next 12 months.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.

Please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and Note 2 to the consolidated financial statements located within our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on March 22, 2022.

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RISKS AND UNCERTAINTIES

In December 2019, a novel Coronavirus disease (“COVID-19”) was reported and on March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. While the Company did not incur significant disruptions to its operations during the three months ended September 30, 2022 from COVID-19, it is unable at this time to predict the impact that COVID-19 will have on its business, financial position and operating results in future periods due to numerous uncertainties. The Company has been and continues to closely monitor the impact of the pandemic on all aspects of its business.

​

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

N/A.

​

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our CEO and CFO have concluded that as of September 30, 2022, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (“SEC”), and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Changes in Internal Control Over Financial Reporting

During the nine months ended September 30, 2022, there were no changes that materially affected or are reasonably likely to affect our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not a party to any material pending legal proceedings.

​

ITEM 1A. RISK FACTORS

As of the filing date of this Quarterly Report on Form 10-Q, there have been no material changes in the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 22, 2022.

​

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Items 2(a) and 2(b) are not applicable.

(c) Stock Repurchases.

Issuer Purchases of Equity Securities

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | Total Number of | ​ | In Thousands
​ | ​ | ​ | ​ | ​ | ​ | ​ | Shares | ​ | Maximum Value
​ |  | ​ |  | ​ | ​ |  | Purchased as |  | of Shares That
​ | ​ | Total | ​ | Average | ​ | Part of a | ​ | May Yet Be
​ | ​ | Number of | ​ | Price | ​ | Publicly | ​ | Purchased
​ | ​ | Shares | ​ | Paid Per | ​ | Announced | ​ | Under the
Period | ​ | Purchased | ​ | Share | ​ | Plan | ​ | Plan
July 1 - July 31, 2022 |  |  | ​ | ​ |  |  |  | ​ |
Share repurchase program (1) |  | 10,000 | ​ | $ | 7.56 |  | 94,500 | ​ | 9,271
​ |  | ​ | ​ | ​ | ​ |  | ​ | ​ | ​
August 1 - August 31, 2022 | ​ |  | ​ |  |  | ​ |  | ​ |
Share repurchase program (1) | ​ | 613,239 | ​ | $ | 9.38 | ​ | 707,739 | ​ | 3,520
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
September 1 - September 30, 2022 | ​ |  | ​ |  |  | ​ |  | ​ |
Share repurchase program (1) | ​ | 364,212 | ​ | $ | 9.13 | ​ | 1,071,951 | ​ | 196
Quarter Total | ​ |  | ​ |  |  | ​ |  | ​ |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Share repurchase program (1) | ​ | 987,451 | ​ | $ | 9.15 | ​ | 1,071,951 | ​ | 196

(1) | Shares were purchased through the Company’s publicly announced share repurchase program approved by the Company’s Board of Directors on June 9, 2022. The program expires at the earlier of June 9, 2023 or reaching $10.0 million of repurchases.

​

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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ITEM 4. MINE SAFETY DISCLOSURES

N/A

​

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

​

Exhibit Number |  | Description
31.1* |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) as Adopted Pursuant to Section 302 of Sarbanes-Oxley Act of 2002
​ | ​ | ​
31.2* |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) as Adopted Pursuant to Section 302 of Sarbanes-Oxley Act of 2002
​ | ​ | ​
32.1** |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
​ | ​ | ​
32.2** |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) as Adopted Pursuant to Section 302 of Sarbanes-Oxley Act of 2002
​ | ​ | ​
101.INS* |  | XBRL Instance Document
101.SCH* |  | XBRL Taxonomy Extension Schema Document
101.CAL* |  | XBRL Taxonomy Calculation Linkbase Document
101.LAB * |  | XBRL Taxonomy Label Linkbase Document
101.PRE * |  | XBRL Presentation Linkbase Document
101.DEF * |  | XBRL Taxonomy Extension Definition Linkbase Document
​ | ​ | ​
104 | ​ | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Filed herewith

**Furnished herewith

​

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

​

|  | ZYNEX, INC.
​ | ​ | ​
| ​ | /s/ Daniel J. Moorhead
Dated: October 27, 2022 | ​ | Daniel J. Moorhead
| ​ | Chief Financial Officer
| ​ | (Principal Financial and Accounting Officer)

​

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