FOCL 10-Q

Edap Tms SA (FOCL)

10-Q 2026-08-14 For: 2026-06-30

View Original

Added on August 14, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

France	98-1644844
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Parc d’Activites la Poudrette-Lamartine 4/6, rue du Dauphiné 69120 Vaulx-en-Velin, France (Address of principal executive offices)(Zip Code)


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


		Page
PART I. FINANCIAL INFORMATION		4

Item 1.	Financial Statements (unaudited)	4
	Condensed Consolidated Balance Sheets (unaudited)	5
	Condensed Consolidated Statements of Operations (unaudited)	6
	Condensed Consolidated Statements of Comprehensive Loss (unaudited)	7
	Condensed Consolidated Statements of Shareholders’ Equity (unaudited)	8
	Condensed Consolidated Statements of Cash Flows (unaudited)	9
	Notes to Unaudited Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	29
Item 4.	Controls and Procedures	29

PART II. OTHER INFORMATION		30

Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	31

SIGNATURES		32


				June 30,		December 31,
ASSETS		Notes		2026		2025
Current assets
Cash and cash equivalents				21,542		20,452
Current portion of trade accounts and notes receivable, net		3		10,060		14,948
Other receivables				651		1,286
Inventories		4		8,251		7,770
Other assets, current portion				1,699		1,153
Current assets of discontinued operations		18		16,812		11,555
Total current assets				59,015		57,164
Non-current assets
Property and equipment, net				8,635		8,789
Operating lease right-of-use assets				1,508		1,974
Intangible assets, net		5		1,772		1,794
Goodwill		5		735		757
Deposits and other non-current assets				1,616		1,607
Deferred tax assets				266		273
Net trade accounts and notes receivable, non-current		3		1,002		533
Non-current assets of discontinued operations		18		—		6,106
Total assets				74,548		78,997
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Trade accounts and notes payable				10,347		9,762
Deferred revenues, current portion				6,395		6,452
Social security and other payroll withholdings taxes				2,046		1,861
Employee absences compensation				1,029		981
Income taxes payable				—		—
Other accrued liabilities				4,408		4,832
Short-term borrowings				1,860		4,386
Current obligations under finance leases				118		72
Current portion of operating lease obligations				819		857
Current portion of long-term debt		6		848		2,076
Current liabilities of discontinued operations		18		8,978		5,862
Total current liabilities				36,849		37,141
Non-current liabilities
Deferred revenues, non-current				923		768
Obligations under finance leases				191		114
Operating lease obligations, non-current				644		1,070
Long-term debt, non-current		6		37,197		15,903
Other long-term liabilities				1,970		1,632
Non-current liabilities of discontinued operations		18		—		2,957
Total liabilities				77,773		59,584
Shareholders’ equity
Common stock at €0.13, or $0.15 at closing rate par value; 37,797,483 shares authorized and issued and 37,527,950 shares outstanding at June 30, 2026; 37,751,519 shares authorized and issued and 37,481,986 shares outstanding at December 31, 2025				6,078		6,071
Additional paid-in capital				152,483		151,314
Accumulated deficit				(152,186)		(128,616)
Cumulative other comprehensive loss				(8,581)		(8,337)
Treasury stock, at cost 269,533 shares at June 30, 2026 and 269,533 shares at December 31, 2025				(1,019)		(1,019)
Total shareholders’ equity				(3,225)		19,413
Total liabilities and shareholders’ equity				74,548		78,997


				Three Months Ended June 30,				Six Months Ended June 30,
		Note		2026		2025		2026		2025
Sales of goods				9,527		6,385		17,782		10,185
Sales of RPPs & leases				2,758		2,155		5,250		4,100
Sales of spare parts and services				918		969		1,764		1,724
Total sales				13,203		9,509		24,796		16,009
Other revenues				—		—		—		—
Total revenues		9		13,203		9,509		24,796		16,009

Cost of goods sold				(3,442)		(2,945)		(6,607)		(4,477)
Cost of RPPs & leases				(1,635)		(1,186)		(3,210)		(2,390)
Cost of spare parts and services				(787)		(515)		(1,678)		(1,123)
Total cost of sales				(5,865)		(4,646)		(11,496)		(7,989)

Gross profit				7,338		4,863		13,300		8,020

Research and development expenses				(2,317)		(2,291)		(4,784)		(4,648)
Selling and marketing expenses				(7,535)		(5,295)		(13,833)		(9,693)
General and administrative expenses				(5,519)		(3,899)		(10,740)		(7,046)

Operating income (loss) from operations				(8,033)		(6,623)		(16,057)		(13,368)
Financial (expense) income, net				(6,295)		(79)		(8,002)		(81)
Foreign currency exchange gain (loss), net				(76)		362		77		(664)

Loss from continuing operations before taxes				(14,404)		(6,340)		(23,982)		(14,113)
Income tax expense		10		(8)		(14)		(25)		(23)
Loss from continuing operations				(14,412)		(6,354)		(24,007)		(14,135)
Income (loss) from discontinued operations, net of tax		18		(75)		(51)		437		285
Net Loss				(14,487)		(6,406)		(23,570)		(13,850)
Earnings (loss) per share from continuing operations - Basic and Diluted		11		(0.38)		(0.17)		(0.64)		(0.38)
Earnings (loss) per share from discontinued operations - Basic and Diluted (Per-share amounts are rounded)		11		(0.00)		(0.00)		0.01		0.01
Loss per share - Basic and Diluted		11		(0.39)		(0.17)		(0.63)		(0.37)
Average number of shares used in computation of basic & diluted loss per share		11		37,527,950		37,420,318		37,481,986		37,406,202


						Additional		Accumulated		Cumulative
		Number		Common		paid-in		deficit		other comprehensive		Treasury
		of shares		stock		capital				(loss)		stock		Total
Balance as of December 31, 2024		37,392,086		6,058		148,768		(99,370)		(11,952)		(1,019)		42,485
Net loss		—		—		—		(13,850)		—		—		(13,850)
Translation adjustment		—		—		—		—		(2,029)		—		(2,029)
Stock-based compensation		—		—		847		—		—		—		847
Capital increase		46,127		7		(7)		—		—		—		-
Balance as of June 30, 2025		37,438,213		6,065		149,608		(113,220)		(13,981)		(1,019)		27,453

Balance as of December 31, 2025		37,481,986		6,071		151,314		(128,616)		(8,337)		(1,019)		19,413
Net loss		—		—		—		(23,570)		—		—		(23,570)
Translation adjustment		—		—		—		—		(244)		—		(244)
Stock-based compensation		—		—		1,157		—		—		—		1,157
Capital increase		45,964		7		12		—		—		—		19
Balance as of June 30, 2026		37,527,950		6,078		152,483		(152,186)		(8,581)		(1,019)		(3,225)


						Additional		Accumulated		Cumulative
		Number		Common		paid-in		deficit		other comprehensive		Treasury
		of shares		stock		capital				(loss)		stock		Total
Balance as of March 31, 2025		37,392,086		6,058		149,107		(106,815)		(10,063)		(1,019)		37,268
Net loss		—		—		—		(6,406)		—		—		(6,406)
Translation adjustment		—		—		—		—		(3,918)		—		(3,918)
Stock-based compensation		—		—		508		—		—		—		508
Capital increase		46,127		7		(7)		—		—		—		—
Balance as of June 30, 2025		37,438,213		6,065		149,608		(113,220)		(13,981)		(1,019)		27,453

Balance as of March 31, 2026		37,481,986		6,071		151,616		(137,699)		(8,868)		(1,019)		10,101
Net loss		—		—		—		(14,487)		—		—		(14,487)
Translation adjustment		—		—		—		—		287		—		287
Stock-based compensation		—		—		855		—		—		—		855
Capital increase		45,964		7		12		—		—		—		19
Balance as of June 30, 2026		37,527,950		6,078		152,483		(152,186)		(8,581)		(1,019)		(3,225)


EIB Credit Facility Tranche A Warrants	June 30, 2026	December 31, 2025
Number of Warrants outstanding	2,624,421	2,624,421
Share price	5.18	3.29
Volatility	68%	68%
Maturity (years)	19.3	19.8
Fair value	12,962	8,115


EIB Tranche A	June 30, 2026	December 31, 2025
Debt component - amortized cost	7,859	6,943
Warrants	12,962	8,115
Total	20,821	15,058


EIB Credit Facility Tranche B Warrants	June 30, 2026	At inception
Number of Warrants outstanding	1,116,244	1,116,244
Share price	5.18	3.69
Volatility	68%	68%
Maturity (years)	19.8	20.0
Fair value	5,372	3,775


EIB Tranche B	June 30, 2026	At inception
Gross debt component	—	9,898
Expenses	—	(34)
Debt component - net value	10,188	9,864
Warrants	5,372	3,775
Total net value	15,560	13,638


	Six Months Ended June 30, 2026
	Foreign currency	Provision for
	translation	retirement indemnities
	adjustment	(net of tax)	Total
Beginning balance	(8,687)	350	(8,337)
Net current-period other comprehensive income (loss)	(244)	—	(244)
Ending balance	(8,931)	350	(8,581)


	Six Months Ended June 30, 2025
	Foreign currency	Provision for
	translation	retirement indemnities
	adjustment	(net of tax)	Total
Beginning balance	(12,009)	57	(11,952)
Net current-period other comprehensive income (loss)	(2,029)	—	(2,029)
Ending balance	(14,037)	57	(13,981)


		Three Months Ended June 30,			Six Months Ended June 30,
Primary geographical markets		2026		2025	2026		2025
Asia		115		168	453		396
France		1,357		4	2,512		653
United States		8,276		5,588	14,421		9,121
Others geographical areas		3,454		3,748	7,410		5,838
Total Sales		13,203		9,509	24,796		16,009


		Three Months Ended June 30,			Six Months Ended June 30,
Timing of revenue recognition		2026		2025	2026		2025
Products transferred at a point in time		10,776		7,314	19,991		12,111
Products and services transferred over time		2,426		2,194	4,805		3,898
Total Sales		13,203		9,509	24,796		16,009



Three Months Ended		HIFU		Reconciling		Total
June 30, 2026		Division		Items		continuing
Sales of goods		9,527		—		9,527
Sales of RPPs & leases		2,758		—		2,758
Sales of spare parts and services		918		—		918
Total sales		13,203		—		13,203
External other revenues		—		—		—
Total revenues		13,203		—		13,203
Total cost of sales		(5,865)		—		(5,865)
Gross profit		7,338		—		7,338
R&D expenses		(2,317)		—		(2,317)
Selling and marketing expenses		(7,535)		—		(7,535)
General and administrative expenses		(3,334)		(2,185)		(5,519)
Total expenses		(13,186)		(2,185)		(15,371)
Operating income (loss) from operations		(5,848)		(2,185)		(8,033)
Total Assets		47,105		10,631		57,736
Net cash generated by (used in) investing activities		(1,253)		—		(1,253)
Non-current assets		15,533		—		15,533
Goodwill		735		—		735


		June 30,		June 30,
		2026		2025
Cash flows from operating activities
Net loss		(23,570)		(13,850)
Adjustments to reconcile net income (loss) to net cash generated by (used in) operating activities:
Depreciation and amortization		1,902		1,599
Share based compensation		1,157		847
Change in allowances for doubtful accounts & slow-moving inventories		204		228
Change in fair value on EIB Warrants and loan amortization		7,938		—
Change in long-term provisions		254		186
Net capital loss on disposals of assets		289		183
Deferred tax expense (benefit)		6		(20)
Operating cash flow before changes in working capital		(11,820)		(10,827)
Increase/Decrease in operating assets and liabilities:
Decrease (Increase) in trade accounts and notes and other receivables		4,923		1,096
Decrease (Increase) in inventories		(363)		2,287
Decrease (Increase) in other assets		(636)		35
(Decrease) Increase in trade accounts and notes payable		332		(1,720)
(Decrease) Increase in accrued expenses, other current liabilities		901		(918)
Net change in operating assets and liabilities		5,157		779
Net cash generated by (used in) operating activities		(6,663)		(10,047)
Cash flows from investing activities:
Additions to capitalized assets produced by the Company		(1,396)		(1,969)
Proceeds from sale of leased back assets		182		—
Acquisitions of property and equipment		(599)		(62)
Acquisitions of intangible assets		(189)		(771)
Decrease (Increase) in deposits and guarantees		(15)		(113)
Net cash generated by (used in) investing activities		(2,017)		(2,917)
Cash flow from financing activities:
Proceeds from capital increase		19		—
Proceeds from long term borrowings, net of financing costs		13,964		—
Repayment of long term borrowings		(1,227)		(1,400)
Repayment of obligations under financing leases		(110)		(99)
Increase (decrease) in bank overdrafts and short-term borrowings		(2,243)		301
Net cash generated by (used in) financing activities		10,402		(1,198)
Net effect of exchange rate changes on cash and cash equivalents		(633)		2,231
Net increase (decrease) in cash and cash equivalents		1,090		(11,932)
Cash and cash equivalents at beginning of year		20,452		30,995
Cash and cash equivalents at end of period		21,542		19,063


	June 30,	December 31,
	2026	2025
Components, spare parts	5,238	5,081
Work-in-progress	1,841	1,470
Finished goods – own manufactured products	1,627	1,761
Finished goods – distribution products	—	—
Total gross inventories	8,706	8,312
Less: allowance for slow-moving inventory and net realizable value	(455)	(542)
Total	8,251	7,770


		June 30,	December 31,
		2026	2025
Licenses		3,662	3,564
Patents		469	484
Organization costs		256	264
Total gross value		4,388	4,312
Accumulated amortization for licenses		(1,891)	(1,770)
Accumulated amortization for patents		(469)	(484)
Accumulated amortization for organization costs		(256)	(264)
Less: Total accumulated amortization		(2,616)	(2,518)
Total		1,772	1,794


		June 30,	December 31,
		2026	2025
France term loan		38,046	17,980
Including EIB loan		18,047	6,943
Including EIB warrants		18,334	8,115
Including other French loans		1,665	2,922
Total long term debt		38,046	17,980
Less current portion		(848)	(2,076)
Total long-term portion		37,197	15,903



Six months ended		HIFU		Reconciling		Total
June 30, 2026		Division		Items		continuing
Sales of goods		17,782		—		17,782
Sales of RPPs & leases		5,250		—		5,250
Sales of spare parts and services		1,764		—		1,764
Total sales		24,796		—		24,796
External other revenues		—		—		—
Total revenues		24,796		—		24,796
Total cost of sales		(11,496)		—		(11,496)
Gross profit		13,300		—		13,300
R&D expenses		(4,784)		—		(4,784)
Selling and marketing expenses		(13,833)		—		(13,833)
General and administrative expenses		(6,475)		(4,265)		(10,740)
Total expenses		(25,092)		(4,265)		(29,357)
Operating income (loss) from operations		(11,792)		(4,265)		(16,057)
Total Assets		47,105		10,631		57,736
Net cash generated by (used in) investing activities		(1,680)		—		(1,680)
Non-current assets		15,533		—		15,533
Goodwill		735		—		735


		Six Months Ended June 30,
(in thousands of U.S. dollars)		2026
Net cash generated by/(used in) in operating activities		(6,663)
Net cash generated by/(used in) in investing activities		(2,017)
Net cash generated by/(used in) in financing activities		10,402
Net effect of exchange rate changes on cash and cash equivalents		(633)
Net increase/(decrease) in cash and cash equivalents		1,090
Cash and cash equivalents at the beginning of the year		20,452
Cash and cash equivalents at the end of period		21,542


		EDAP TMS S.A.


Dated: August 14, 2026		/s/ Ryan Rhodes
		Ryan Rhodes
		Chief Executive Officer


Dated: August 14, 2026		/s/ Ken Mobeck
		Ken Mobeck
		Chief Financial Officer


Dated: August 14, 2026	/s/ RYAN RHODES
	Title: Chief Executive Officer (Principal Executive Officer)


Dated: August 14, 2026	/s/ KEN MOBECK
	Title: Chief Financial Officer (Principal Financial Officer)


Dated: August 14, 2026	/s/ RYAN RHODES
	Ryan Rhodes
	Chief Executive Officer (Principal Executive Officer)


Dated: August 14, 2026	/s/ KEN MOBECK
	Ken Mobeck
	Chief Financial Officer (Principal Financial Officer)