UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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.
Item 2.02 Results of Operations and Financial Condition.
On November 14, 2024, DIH Holding US, Inc. (the “Company”) issued a press release reporting its results of operations for the fiscal quarter ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On November 14, 2024, the Audit Committee of the Board of Directors (the “Audit Committee”) of the Company, in consultation with Company management, determined that the Company’s interim financial statements (collectively, the “Prior Period Financial Statements”) as of and for the three months ended June 30, 2024 (the “Non-Reliance Period”) included in the Company’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission (“SEC”) on August 19, 2024 (the “Form 10-Q”) and in the Company’s Registration Statement on Form S-1 which was initially filed with the SEC on July 26, 2024 and declared effective by the SEC on October 18, 2024 (the “Form S-1”) should no longer be relied upon. Management and the Audit Committee have determined that the errors (described below) in the unaudited interim consolidated financial statements for the Non-Reliance Period require a restatement of the Prior Period Financial Statements (the “Restatement”). The previously filed Form 10-Q for the Prior Period Financial Statements has not been amended yet. Accordingly, investors should no longer rely upon the Company’s Prior Period Financial Statements for this period and any earnings releases, investor presentations or other communications relating to this period.
During the preparation of the Company’s financial statements as of and for the three and six months ended September 30, 2024, the Company identified two device sales and related cost of sales which should have been recognized in the quarter ended June 30, 2024 when the transfer of control occurred. The device sales had erroneously not been recorded in the originally issued Form 10-Q. The errors in the unaudited condensed consolidated financial statements for the June 30, 2024 Non-Reliance Periods noted above will be corrected in the restated financial statements for the June 30, 2024 Non-Reliance Period in an amendment to the previously-filed Form 10-Q and a Post-Effective Amendment to the Form S-1.
As the Company is restating the June 30, 2024 Non-Reliance Period, we are taking the opportunity to adjust for immaterial adjustments identified during the current review period, or were passed in the prior review period.
The Audit Committee and management of the Company have discussed the matters disclosed in this Item 4.02(a) with BDO AG, the Company’s independent registered public accounting firm as of the date of the filing.
Item 9.01 Financial Statements and Exhibits.
(a)-(b) Financial Statements.
(c) Exhibits.
99.1 |
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104 |
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Cover Page Interactive Data File (Formatted in Inline XBRL) |
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 hereunto duly authorized.
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DIH HOLDING US, INC. |
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Date: |
November 14, 2024 |
By: |
/s/ Jason Chen |
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Jason Chen |
Exhibit 99.1
DIH Announces Second Quarter 2025 Financial Results and Restates June 30, 2024 Form 10-Q
NORWELL, MA – November 14, 2024 DIH Holding US, Inc. ("DIH")(NASDAQ:DHAI), a global provider of advanced robotic devices used in physical rehabilitation, which incorporates visual stimulation in an interactive manner to enable clinical research and intensive functional rehabilitation and training in patients with walking impairments, reduced balance and/or impaired arm and hand functions, today announced financial results for the second fiscal quarter ended September 30, 2024, and a restatement of the financial results for the first fiscal quarter ended June 30, 2024, to account for the timing of revenue and associated cost of sales recognition for two devices sold in late June 2024.
Recent Highlights
“Our financial results represent another consecutive quarter of strong revenue growth and operational performance across the income statement,” said Jason Chen, Chairman and CEO of DIH. “We are pleased to have delivered positive income before taxes for the quarter in addition to recognizing a significant inflection in our gross margin profile. While we will continue to prioritize operational efficiencies going forward, we are adjusting our revenue guidance for the remainder of 2025 to account for certain macro environmental conditions as well as other business factors. We now anticipate revenue for fiscal year 2025 to range between $60 million to $67 million.”
Financial Results for the Second Fiscal Quarter Ended September 30, 2024
Revenue for the three months ended September 30, 2024 increased by $5.1 million, or 39.1%, to $18.2 million from $13.1 million for the three months ended September 30, 2023. The overall increase was primarily due to an increase in devices sold of $4.9 million, or 48.8% year over year. The increase in devices revenue was primarily driven by higher sales volume in EMEA. Services revenue remained flat as compared to the prior period. Other revenue increased by $0.2 million to $0.4 million for the three months ended September 30, 2024 compared to $0.2 million for the three months ended September 30, 2023. Total revenue in the EMEA and in the Americas increased by $4.5 million and $0.8 million, respectively, to $10.7 million and $4.6 million for the three months ended September 30, 2024 compared to $6.2 million and $3.8 million for the three months ended September 30, 2023. The increase was partially offset by a decrease in sales in APAC of $0.1 million.
The impact due to foreign currency translation is immaterial for the three months ended September 30, 2024.
Gross profit for the second fiscal quarter ended September 30, 2024, was $9.6 million, an increase of 76.7% compared to the prior year period. The increase was driven by an increase of $4.5 million in sales primarily in the EMEA region. Cost of sales was improved as compared to September 30, 2023, and was driven in part by a provision adjustment in the prior year that was not recurring in the current period and the realization of an average 10% price increase implemented in the prior year for any new orders placed after the effective date of the increase. Due to the significant order intake in the last half of fiscal year 2024, the impact of the price increase is largely realized in fiscal year 2025 and beyond.
Selling, general and administrative expenses for the three months ended September 30, 2024 decreased by $0.6 million, or 9.6%, to $5.8 million from $6.4 million for the three months ended September 30, 2023. The decrease was driven by a $0.5 million decrease in professional service fees during the three months ended September 30, 2024 because professional expenses incurred during three months ended September 30, 2023 were related to the business combination and are not recurring.
Research and development costs for the three months ended September 30, 2024 increased by $0.3 million, or 20.6%, to $1.9 million from $1.6 million for the three months ended September 30, 2023. The increase was primarily attributable to a $0.2 million increase in
the amortization expense related to capitalized software that was ready for its intended use during the three months ended September 30, 2024 and a $0.1 million increase in employee compensation.
Cash and cash equivalents on September 30, 2024 totaled $1.8 million.
Fiscal Year 2025 Outlook
The Company has revised its expected gross revenue for fiscal year 2025 to range between $60 million and $67 million.
Restatement of June 30, 2024 Form 10-Q
During the preparation of the Company’s financial statements as of and for the three and six months ended September 30, 2024, the Company identified two device sales and related cost of sales which should have been recognized in the quarter ended June 30, 2024 when the transfer of control occurred. The device sales had erroneously not been recorded in the originally issued Form 10-Q. The errors in the unaudited condensed consolidated financial statements for the June 30, 2024 Non-Reliance Periods noted above will be corrected in the restated financial statements for the June 30, 2024 Non-Reliance Period in an amendment to the previously-filed Form 10-Q and a Post-Effective Amendment to the Form S-1.
As the company is restating the June 30, 2024 Non-Reliance Period, we are taking the opportunity to adjust for immaterial adjustments identified during the current review period, or were passed in the prior review period. The financials including any restated amounts are included as supplemental tables in this press release. The June 30, 2024 10Q-A and September 30, 2024 10Q will be filed no later than November 19, 2024.
About DIH Holding US, Inc.
DIH stands for the vision to “Deliver Inspiration & Health” to improve the daily lives of millions of people with disabilities and functional impairments through providing devices and solutions enabling intensive rehabilitation. DIH is a global provider of advanced robotic devices used in physical rehabilitation, which incorporate visual stimulation in an interactive manner to enable clinical research and intensive functional rehabilitation and training in patients with walking impairments, reduced balance and/or impaired arm and hand functions. Built through the mergers of global-leading niche technology providers, DIH is a transformative rehabilitation solutions provider and consolidator of a largely fragmented and manual-labor-driven industry.
Caution Regarding Forward-Looking Statement
This press release contains certain statements which are not historical facts, which are forward-looking statements within the meaning of the federal securities laws, for the purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. These forward-looking statements include certain statements made with respect to the business combination, the services offered by DIH and the markets in which it operates, and DIH’s projected future results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions provided for illustrative purposes only, and projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results. These risks and uncertainties include, but are not limited to: general economic, political and business conditions; the ability of DIH to achieve its projected revenue, the failure of DIH realize the anticipated benefits of the recently-completed business combination and access to sources of additional debt or equity capital if needed. While DIH may elect to update these forward-looking statements at some point in the future, DIH specifically disclaims any obligation to do so.
Investor Contact
Greg Chodaczek
332-895-3230
Investor.relations@dih.com
DIH HOLDING US, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data, unaudited)
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As of September 30, 2024 |
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As of March 31, 2024 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
1,759 |
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$ |
3,225 |
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Restricted cash |
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300 |
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— |
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Accounts receivable, net of allowances of $233 and $667, respectively |
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6,383 |
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5,197 |
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Inventories, net |
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9,591 |
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7,830 |
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Due from related party |
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6,133 |
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5,688 |
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Other current assets |
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5,608 |
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5,116 |
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Total current assets |
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29,774 |
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27,056 |
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Property, and equipment, net |
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790 |
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530 |
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Capitalized software, net |
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1,992 |
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2,131 |
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Other intangible assets, net |
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380 |
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380 |
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Operating lease, right-of-use assets, net |
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4,182 |
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4,466 |
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Other tax assets |
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128 |
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267 |
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Other assets |
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948 |
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905 |
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Total assets |
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$ |
38,194 |
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$ |
35,735 |
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Liabilities and Deficit |
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Current liabilities: |
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Accounts payable |
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$ |
5,231 |
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$ |
4,305 |
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Employee compensation |
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3,813 |
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2,664 |
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Due to related party |
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10,322 |
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10,192 |
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Current portion of deferred revenue |
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5,900 |
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5,211 |
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Manufacturing warranty obligation |
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621 |
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513 |
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Current portion of long-term operating lease |
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1,494 |
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1,572 |
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Current maturities of convertible debt, at fair value |
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1,991 |
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— |
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Advance payments from customers |
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8,945 |
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10,562 |
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Accrued expenses and other current liabilities ($480 measured at fair value) |
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11,046 |
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9,935 |
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Total current liabilities |
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49,363 |
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44,954 |
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Convertible debt, net of current maturities, at fair value |
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928 |
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— |
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Notes payable - related party |
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9,404 |
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11,457 |
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Non-current deferred revenues |
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4,943 |
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4,670 |
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Long-term operating lease |
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2,731 |
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2,917 |
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Deferred tax liabilities |
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86 |
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112 |
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Other non-current liabilities |
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5,134 |
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4,171 |
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Total liabilities |
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$ |
72,589 |
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$ |
68,281 |
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Commitments and contingencies |
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Deficit: |
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Preferred stock, $0.00001 par value; 10,000,000 shares authorized; no shares issued and outstanding at September 30, 2024 and March 31, 2024 |
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— |
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— |
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Common stock, $0.0001 par value; 100,000,000 shares authorized; 34,544,935 shares issued and outstanding at September 30, 2024 and March 31, 2024 |
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3 |
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3 |
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Additional paid-in-capital |
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3,323 |
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2,613 |
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Accumulated deficit |
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(35,756 |
) |
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(35,212 |
) |
Accumulated other comprehensive income (loss) |
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(1,965 |
) |
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50 |
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Total deficit |
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$ |
(34,395 |
) |
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$ |
(32,546 |
) |
Total liabilities and deficit |
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$ |
38,194 |
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$ |
35,735 |
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DIH HOLDING US, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data, unaudited)
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Three Months Ended September 30, |
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For the Six Months Ended September 30, |
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2024 |
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2023 |
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2024 |
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2023 |
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Revenue |
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$ |
18,162 |
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$ |
13,060 |
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$ |
35,122 |
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$ |
26,105 |
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Cost of sales |
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8,605 |
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7,652 |
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16,110 |
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15,300 |
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Gross profit |
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9,557 |
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5,408 |
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19,012 |
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10,805 |
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Operating expenses: |
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Selling, general, and administrative expense |
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5,758 |
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6,372 |
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14,368 |
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12,209 |
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Research and development |
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1,911 |
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1,584 |
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3,555 |
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3,022 |
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Total operating expenses |
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7,669 |
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7,956 |
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17,923 |
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15,231 |
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Operating income (loss) |
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1,888 |
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(2,548 |
) |
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1,089 |
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(4,426 |
) |
Other income (expense): |
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Interest expense |
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(26 |
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(155 |
) |
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(161 |
) |
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(275 |
) |
Other income (expense), net |
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(1,761 |
) |
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|
271 |
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(414 |
) |
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|
(418 |
) |
Total other income (expense) |
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(1,787 |
) |
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116 |
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(575 |
) |
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|
(693 |
) |
Income (loss) before income taxes |
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|
101 |
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(2,432 |
) |
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|
514 |
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(5,119 |
) |
Income tax expense |
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|
335 |
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|
52 |
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|
1,058 |
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|
278 |
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Net loss |
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$ |
(234 |
) |
|
$ |
(2,484 |
) |
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$ |
(544 |
) |
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$ |
(5,397 |
) |
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Net loss per share, basic and diluted |
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$ |
(0.01 |
) |
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$ |
(0.10 |
) |
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$ |
(0.02 |
) |
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$ |
(0.22 |
) |
Weighted average common shares outstanding, basic and diluted |
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34,545 |
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|
25,000 |
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|
|
34,545 |
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|
25,000 |
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DIH HOLDING US, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands, unaudited)
|
|
Three Months Ended September 30, |
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For the Six Months Ended September 30, |
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2025 |
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2023 |
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2024 |
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2023 |
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Net loss |
|
$ |
(234 |
) |
|
$ |
(2,484 |
) |
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$ |
(544 |
) |
|
$ |
(5,397 |
) |
Other comprehensive (loss) income, net of tax |
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Foreign currency translation adjustments, net of tax of $0 |
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|
454 |
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|
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(601 |
) |
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(934 |
) |
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|
240 |
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Pension liability adjustments, net of tax of $0 |
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|
(562 |
) |
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60 |
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|
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(1,081 |
) |
|
|
(360 |
) |
Other comprehensive (loss) income |
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(108 |
) |
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(541 |
) |
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(2,015 |
) |
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|
(120 |
) |
Comprehensive loss |
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$ |
(342 |
) |
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$ |
(3,025 |
) |
|
$ |
(2,559 |
) |
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$ |
(5,517 |
) |
DIH HOLDING US, INC. AND SUBSIDIARIES
CONDENSED COMBINED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)
(in thousands, unaudited)
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For the Three Months Ended September 30, |
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Common Stock |
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|
|
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|
||||||||
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Shares |
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Amount |
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Additional Paid-In Capital |
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Accumulated Deficit |
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Accumulated Other Comprehensive Income (Loss) |
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Total Equity (Deficit) |
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||||||
Balance, June 30, 2024 |
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34,544,935 |
|
$ |
3 |
|
$ |
3,323 |
|
$ |
(35,522 |
) |
$ |
(1,857 |
) |
$ |
(34,053 |
) |
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
(234 |
) |
|
— |
|
|
(234 |
) |
Other comprehensive loss, net of tax |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(108 |
) |
|
(108 |
) |
Balance, September 30, 2024 |
|
34,544,935 |
|
$ |
3 |
|
$ |
3,323 |
|
$ |
(35,756 |
) |
$ |
(1,965 |
) |
$ |
(34,395 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
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Shares(1) |
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Amount |
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Additional Paid-In Capital |
|
Accumulated Deficit |
|
Accumulated Other Comprehensive Income (Loss) |
|
Total Equity (Deficit) |
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||||||
Balance, June 30, 2023 |
|
25,000,000 |
|
$ |
2 |
|
$ |
(1,898 |
) |
$ |
(29,682 |
) |
$ |
132 |
|
$ |
(31,446 |
) |
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
(2,484 |
) |
|
— |
|
|
(2,484 |
) |
Other comprehensive loss, net of tax |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(541 |
) |
|
(541 |
) |
Balance, September 30, 2023 |
|
25,000,000 |
|
$ |
2 |
|
$ |
(1,898 |
) |
$ |
(32,166 |
) |
$ |
(409 |
) |
$ |
(34,471 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
For the Six Months Ended September 30, |
|
||||||||||||||||
|
Common Stock |
|
|
|
|
|
|
|
|
|
||||||||
|
Shares |
|
Amount |
|
Additional Paid-In Capital |
|
Accumulated Deficit |
|
Accumulated Other Comprehensive Income (Loss) |
|
Total Equity (Deficit) |
|
||||||
Balance, March 31, 2024 |
|
34,544,935 |
|
$ |
3 |
|
$ |
2,613 |
|
$ |
(35,212 |
) |
$ |
50 |
|
$ |
(32,546 |
) |
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
(544 |
) |
|
— |
|
|
(544 |
) |
Out of period adjustment related to reverse recapitalization |
|
— |
|
|
— |
|
|
710 |
|
|
— |
|
|
— |
|
|
710 |
|
Other comprehensive loss, net of tax |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(2,015 |
) |
|
(2,015 |
) |
Balance, September 30, 2024 |
|
34,544,935 |
|
$ |
3 |
|
$ |
3,323 |
|
$ |
(35,756 |
) |
$ |
(1,965 |
) |
$ |
(34,395 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Shares(1) |
|
Amount |
|
Additional Paid-In Capital |
|
Accumulated Deficit |
|
Accumulated Other Comprehensive Income (Loss) |
|
Total Equity (Deficit) |
|
||||||
Balance, March 31, 2023 |
|
25,000,000 |
|
$ |
2 |
|
$ |
(1,898 |
) |
$ |
(26,769 |
) |
$ |
(289 |
) |
$ |
(28,954 |
) |
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
(5,397 |
) |
|
— |
|
|
(5,397 |
) |
Other comprehensive loss, net of tax |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(120 |
) |
|
(120 |
) |
Balance, September 30, 2023 |
|
25,000,000 |
|
$ |
2 |
|
$ |
(1,898 |
) |
$ |
(32,166 |
) |
$ |
(409 |
) |
$ |
(34,471 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(1) All outstanding share and per-share amounts have been restated to reflect the reverse recapitalization as established in the Business Combination Agreement as described in Note 1 to the condensed consolidated financial statements.
DIH HOLDING US, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)
|
|
For the Six Months Ended September 30, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net loss |
|
$ |
(544 |
) |
|
$ |
(5,397 |
) |
Adjustments to reconcile net loss to net cash provided by operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
351 |
|
|
|
147 |
|
Provision for credit losses |
|
|
(434 |
) |
|
|
(869 |
) |
Allowance for inventory obsolescence |
|
|
(108 |
) |
|
|
739 |
|
Pension contributions |
|
|
(309 |
) |
|
|
(309 |
) |
Pension expense |
|
|
155 |
|
|
|
136 |
|
Change in fair value of convertible debt and warrant liability |
|
|
400 |
|
|
|
— |
|
Foreign exchange (gain) loss |
|
|
(38 |
) |
|
|
418 |
|
Noncash lease expense |
|
|
828 |
|
|
|
770 |
|
Noncash interest expense |
|
|
— |
|
|
|
14 |
|
Deferred and other noncash income tax (income) expense |
|
|
112 |
|
|
|
12 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
(694 |
) |
|
|
2,149 |
|
Inventories |
|
|
(1,527 |
) |
|
|
(1,528 |
) |
Due from related parties |
|
|
(548 |
) |
|
|
343 |
|
Due to related parties |
|
|
(98 |
) |
|
|
988 |
|
Other assets |
|
|
(481 |
) |
|
|
(1,350 |
) |
Operating lease liabilities |
|
|
(820 |
) |
|
|
(957 |
) |
Accounts payable |
|
|
813 |
|
|
|
1,764 |
|
Employee compensation |
|
|
1,070 |
|
|
|
(59 |
) |
Other liabilities |
|
|
(247 |
) |
|
|
197 |
|
Deferred revenue |
|
|
846 |
|
|
|
1,265 |
|
Manufacturing warranty obligation |
|
|
100 |
|
|
|
180 |
|
Advance payments from customers |
|
|
(1,737 |
) |
|
|
2,591 |
|
Accrued expense and other current liabilities |
|
|
1,376 |
|
|
|
519 |
|
Net cash provided by (used in) operating activities |
|
|
(1,534 |
) |
|
|
1,763 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
||
Purchases of property and equipment |
|
|
(423 |
) |
|
|
(73 |
) |
Net cash used in investing activities |
|
|
(423 |
) |
|
|
(73 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
||
Proceeds from issuance of convertible debt, net of issuance costs |
|
|
2,809 |
|
|
|
— |
|
Payments on related party notes payable |
|
|
(2,053 |
) |
|
|
(3,744 |
) |
Net cash provided by (used in) financing activities |
|
|
756 |
|
|
|
(3,744 |
) |
Effect of currency translation on cash and cash equivalents |
|
|
35 |
|
|
|
15 |
|
Net decrease in cash, and cash equivalents, and restricted cash |
|
|
(1,166 |
) |
|
|
(2,039 |
) |
Cash, cash equivalents and restricted cash - beginning of period |
|
|
3,225 |
|
|
|
3,175 |
|
Cash, cash equivalents and restricted cash- end of period |
|
$ |
2,059 |
|
|
$ |
1,136 |
|
Reconciliation of cash, cash equivalents and restricted cash: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
1,759 |
|
|
$ |
1,136 |
|
Restricted cash |
|
|
300 |
|
|
|
— |
|
Total cash, cash equivalents and restricted cash |
|
$ |
2,059 |
|
|
$ |
1,136 |
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
||
Interest paid |
|
$ |
162 |
|
|
$ |
262 |
|
Income tax paid |
|
$ |
15 |
|
|
$ |
— |
|
Supplemental disclosure of non-cash investing and financing activity: |
|
|
|
|
|
|
||
Accounts payable settled upon reverse recapitalization |
|
$ |
710 |
|
|
$ |
— |
|
DIH HOLDING US, INC.
RESTATED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data, unaudited)
|
|
As of June 30, 2024 |
|
|||||||||
|
|
As Previously Reported |
|
|
Adjustment |
|
|
As Restated |
|
|||
Assets |
|
|
|
|
|
|
|
|
|
|||
Current assets: |
|
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents |
|
$ |
2,749 |
|
|
$ |
— |
|
|
$ |
2,749 |
|
Accounts receivable, net of allowances of $631 |
|
|
5,690 |
|
|
|
773 |
|
|
|
6,463 |
|
Inventories, net |
|
|
9,014 |
|
|
|
(32 |
) |
|
|
8,982 |
|
Due from related party |
|
|
5,728 |
|
|
|
— |
|
|
|
5,728 |
|
Other current assets |
|
|
6,194 |
|
|
|
(398 |
) |
|
|
5,796 |
|
Total current assets |
|
|
29,375 |
|
|
|
343 |
|
|
|
29,718 |
|
Property, and equipment, net |
|
|
664 |
|
|
|
— |
|
|
|
664 |
|
Capitalized software, net |
|
|
2,052 |
|
|
|
— |
|
|
|
2,052 |
|
Other intangible assets, net |
|
|
380 |
|
|
|
— |
|
|
|
380 |
|
Operating lease, right-of-use assets, net |
|
|
4,388 |
|
|
|
— |
|
|
|
4,388 |
|
Other tax assets |
|
|
417 |
|
|
|
— |
|
|
|
417 |
|
Other assets |
|
|
933 |
|
|
|
— |
|
|
|
933 |
|
Total assets |
|
$ |
38,209 |
|
|
$ |
343 |
|
|
$ |
38,552 |
|
Liabilities and Deficit |
|
|
|
|
|
|
|
|
|
|||
Current liabilities: |
|
|
|
|
|
|
|
|
|
|||
Accounts payable |
|
$ |
5,368 |
|
|
$ |
— |
|
|
$ |
5,368 |
|
Employee compensation |
|
|
3,991 |
|
|
|
— |
|
|
|
3,991 |
|
Due to related party |
|
|
9,790 |
|
|
|
— |
|
|
|
9,790 |
|
Current portion of deferred revenue |
|
|
6,350 |
|
|
|
— |
|
|
|
6,350 |
|
Manufacturing warranty obligation |
|
|
549 |
|
|
|
— |
|
|
|
549 |
|
Current portion of long-term operating lease |
|
|
1,509 |
|
|
|
— |
|
|
|
1,509 |
|
Current maturities of convertible debt |
|
|
1,461 |
|
|
|
82 |
|
|
|
1,543 |
|
Advance payments from customers |
|
|
9,272 |
|
|
|
— |
|
|
|
9,272 |
|
Accrued expenses and other current liabilities |
|
|
9,950 |
|
|
|
165 |
|
|
|
10,115 |
|
Total current liabilities |
|
|
48,240 |
|
|
|
247 |
|
|
|
48,487 |
|
Convertible debt, net of current maturities |
|
|
1,177 |
|
|
|
— |
|
|
|
1,177 |
|
Notes payable - related party |
|
|
10,722 |
|
|
|
— |
|
|
|
10,722 |
|
Non-current deferred revenues |
|
|
4,747 |
|
|
|
— |
|
|
|
4,747 |
|
Long-term operating lease |
|
|
2,925 |
|
|
|
— |
|
|
|
2,925 |
|
Deferred tax liabilities |
|
|
89 |
|
|
|
— |
|
|
|
89 |
|
Other non-current liabilities |
|
|
4,304 |
|
|
|
154 |
|
|
|
4,458 |
|
Total liabilities |
|
$ |
72,204 |
|
|
$ |
401 |
|
|
$ |
72,605 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|||
Deficit: |
|
|
|
|
|
|
|
|
|
|||
Preferred stock, $0.00001 par value; 10,000,000 shares authorized; no shares issued and outstanding at June 30, 2024 and March 31, 2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Common stock, $0.0001 par value; 100,000,000 shares authorized; 34,544,935 shares issued and outstanding at June 30, 2024 and March 31, 2024 |
|
|
3 |
|
|
|
— |
|
|
|
3 |
|
Additional paid-in-capital |
|
|
3,685 |
|
|
|
(362 |
) |
|
|
3,323 |
|
Accumulated deficit |
|
|
(35,826 |
) |
|
|
304 |
|
|
|
(35,522 |
) |
Accumulated other comprehensive income (loss) |
|
|
(1,857 |
) |
|
|
— |
|
|
|
(1,857 |
) |
Total deficit |
|
$ |
(33,995 |
) |
|
$ |
(58 |
) |
|
$ |
(34,053 |
) |
Total liabilities and deficit |
|
$ |
38,209 |
|
|
$ |
343 |
|
|
$ |
38,552 |
|
DIH HOLDING US, INC.
RESTATED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data, unaudited)
|
|
For the Three Months Ended June 30, 2024 |
|
|||||||||
|
|
Reported |
|
|
Adjustment |
|
|
As Restated |
|
|||
Revenue |
|
$ |
16,187 |
|
|
$ |
773 |
|
|
$ |
16,960 |
|
Cost of sales |
|
|
7,521 |
|
|
|
(16 |
) |
|
|
7,505 |
|
|
|
|
|
|
|
|
|
|
|
|||
Gross profit |
|
|
8,666 |
|
|
|
789 |
|
|
|
9,455 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|||
Selling, general, and administrative expense |
|
|
8,676 |
|
|
|
(66 |
) |
|
|
8,610 |
|
Research and development |
|
|
1,644 |
|
|
|
— |
|
|
|
1,644 |
|
Total operating expenses |
|
|
10,320 |
|
|
|
(66 |
) |
|
|
10,254 |
|
Operating loss |
|
|
(1,654 |
) |
|
|
855 |
|
|
|
(799 |
) |
Other income (expense): |
|
|
|
|
|
|
|
|
|
|||
Interest income (expense) |
|
|
(135 |
) |
|
|
— |
|
|
|
(135 |
) |
Other income (expense), net |
|
|
1,898 |
|
|
|
(551 |
) |
|
|
1,347 |
|
Total other income (expense) |
|
|
1,763 |
|
|
|
(551 |
) |
|
|
1,212 |
|
Income (loss) before income taxes |
|
|
109 |
|
|
|
304 |
|
|
|
413 |
|
Income tax expense |
|
|
723 |
|
|
|
— |
|
|
|
723 |
|
Net loss |
|
$ |
(614 |
) |
|
$ |
304 |
|
|
$ |
(310 |
) |
|
|
|
|
|
|
|
|
|
|
|||
Net loss per share |
|
|
|
|
|
|
|
|
|
|||
Net loss per share, basic and diluted |
|
$ |
(0.02 |
) |
|
$ |
0.01 |
|
|
$ |
(0.01 |
) |
Weighted average common shares outstanding |
|
|
|
|
|
|
|
|
|
|||
Weighted average common shares outstanding, basic and diluted |
|
|
34,545 |
|
|
|
— |
|
|
|
34,545 |
|
DIH HOLDING US, INC.
RESTATED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)
|
|
For the Three Months Ended June 30, 2024 |
|
|||||||||
|
|
Reported |
|
|
Adjustment |
|
|
As Restated |
|
|||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|||
Net loss |
|
$ |
(614 |
) |
|
$ |
304 |
|
|
$ |
(310 |
) |
Adjustments to reconcile net loss to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization |
|
|
91 |
|
|
|
— |
|
|
|
91 |
|
Provision for credit losses |
|
|
(36 |
) |
|
|
— |
|
|
|
(36 |
) |
Allowance for inventory obsolescence |
|
|
(13 |
) |
|
|
— |
|
|
|
(13 |
) |
Pension contributions |
|
|
(150 |
) |
|
|
— |
|
|
|
(150 |
) |
Pension expense |
|
|
77 |
|
|
|
— |
|
|
|
77 |
|
Change in fair value of convertible debt and warrant liability |
|
|
— |
|
|
|
105 |
|
|
|
105 |
|
Foreign exchange (gain) loss |
|
|
(1,899 |
) |
|
|
32 |
|
|
|
(1,867 |
) |
Noncash lease expense |
|
|
422 |
|
|
|
— |
|
|
|
422 |
|
Noncash interest expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Change in manufacturing warranty obligation estimate |
|
|
— |
|
|
|
— |
|
|
|
|
|
Deferred and other noncash income tax (income) expense |
|
|
(166 |
) |
|
|
— |
|
|
|
(166 |
) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|||
Accounts receivable |
|
|
(489 |
) |
|
|
(773 |
) |
|
|
(1,262 |
) |
Inventories |
|
|
(1,468 |
) |
|
|
— |
|
|
|
(1,468 |
) |
Due from related parties |
|
|
(108 |
) |
|
|
— |
|
|
|
(108 |
) |
Due to related parties |
|
|
(584 |
) |
|
|
— |
|
|
|
(584 |
) |
Other assets |
|
|
(872 |
) |
|
|
398 |
|
|
|
(474 |
) |
Operating lease liabilities |
|
|
(425 |
) |
|
|
— |
|
|
|
(425 |
) |
Accounts payable |
|
|
1,508 |
|
|
|
— |
|
|
|
1,508 |
|
Employee compensation |
|
|
1,388 |
|
|
|
— |
|
|
|
1,388 |
|
Other liabilities |
|
|
— |
|
|
|
154 |
|
|
|
154 |
|
Deferred revenue |
|
|
1,411 |
|
|
|
— |
|
|
|
1,411 |
|
Manufacturing warranty obligation |
|
|
50 |
|
|
|
— |
|
|
|
50 |
|
Advance payments from customers |
|
|
(1,136 |
) |
|
|
— |
|
|
|
(1,136 |
) |
Accrued expense and other current liabilities |
|
|
1,003 |
|
|
|
(220 |
) |
|
|
783 |
|
Net cash used in operating activities |
|
|
(2,010 |
) |
|
|
— |
|
|
|
(2,010 |
) |
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|||
Purchases of property and equipment |
|
|
(235 |
) |
|
|
— |
|
|
|
(235 |
) |
Capitalized software development costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net cash used in investing activities |
|
|
(235 |
) |
|
|
— |
|
|
|
(235 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|||
Proceeds from issuance of convertible debt, net of issuance costs |
|
|
2,509 |
|
|
|
— |
|
|
|
2,509 |
|
Payments on related party notes payable |
|
|
(735 |
) |
|
|
— |
|
|
|
(735 |
) |
Net cash provided by financing activities |
|
|
1,774 |
|
|
|
— |
|
|
|
1,774 |
|
Effect of currency translation on cash and cash equivalents |
|
|
(5 |
) |
|
|
— |
|
|
|
(5 |
) |
Net increase in cash, and cash equivalents, and restricted cash |
|
|
(476 |
) |
|
|
— |
|
|
|
(476 |
) |
Cash, and cash equivalents - beginning of period |
|
|
3,225 |
|
|
|
— |
|
|
|
3,225 |
|
Cash, and cash equivalents - end of period |
|
$ |
2,749 |
|
|
$ |
— |
|
|
$ |
2,749 |
|
Cash and cash equivalents - end of period |
|
$ |
2,749 |
|
|
$ |
— |
|
|
$ |
2,749 |
|
Restricted cash - end of period |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total cash, and cash equivalents - end of period |
|
$ |
2,749 |
|
|
$ |
— |
|
|
$ |
2,749 |
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
|
|||
Interest paid |
|
$ |
135 |
|
|
$ |
— |
|
|
$ |
135 |
|
Income tax paid |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Supplemental disclosure of non-cash investing and financing activity: |
|
|
|
|
|
|
|
|
|
|||
Accrued liability related to asset acquisition |
|
$ |
— |
|
|
|
|
|
$ |
— |
|
|
Accounts payable settled upon reverse recapitalization |
|
$ |
710 |
|
|
$ |
— |
|
|
$ |
710 |
|