6-K - INMD - Equibles

SECURITIES AND EXCHANGE COMMISSION

  WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

  PURSUANT TO RULE 13a-16 OR 15d-16 OF

  THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2020

INMODE LTD.

(Exact name of registrant as specified in its charter)

Tavor Building, Sha’ar Yokneam

P.O. Box 533

Yokneam 2069206 Israel

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the

Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes ☐ No ☒

On August 5, 2020, InMode Ltd. announced its second quarter 2020 financial results. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Exhibit No.	Description of Exhibit
99.1	Press<br> Release dated August 5, 2020

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.

	InMode Ltd.
	By: /s/ Moshe Mizrahy
	Moshe Mizrahy
August 5, 2020	Chief Executive Officer and Chairman of The Board of Directors

Exhibit 99.1

InMode Reports Second Quarter 2020 Financial Results;

Quarterly Revenues of $30.8 Million, GAAP and *Non-GAAP

Diluted Earnings per Share of $0.21 and $0.24

YOKNEAM, Israel, August 05, 2020/ PRNewswire/ InMode Ltd. (Nasdaq: INMD) (“InMode”), a leading global provider of innovative medical technologies, today announced consolidated financial results for its second quarter ended June 30, 2020.

Second Quarter 2020 Highlights:

∙	Quarterly revenue of $30.8 million, a decrease of 21% compared to the second quarter of 2019; approximately 53% of U.S. quarterly revenues derived from our proprietary surgical technology<br> platforms engaged in minimally invasive and subdermal ablative treatments, approximately 46% of U.S. quarterly revenues derived from our recently introduced hands-free platforms and approximately 1% derived from our traditional laser and<br> non-invasive RF platforms
∙	GAAP net income of $8.6 million, compared to $15.8 million in the second quarter of 2019; *non-GAAP net income of $10.1 million, compared to $16.1 million in the second quarter of 2019
∙	GAAP diluted earnings per share of $0.21 compared to $0.45 in the second quarter of 2019; *non-GAAP diluted earnings per share of $0.24 compared to $0.45 in the second quarter of 2019
∙	Total cash position of $203.4 million as of June 30, 2020, including cash and cash equivalents, marketable securities and short-term bank deposits
U.S. GAAP Results<br><br> <br>(U.S. dollars in thousands, except for per share data)
---	---	---
	Q2 2020	Q2 2019
Revenues	$30,765	$38,797
Gross Margins	85%	87%
Net Income<br><br> <br>Attributable to InMode Ltd.	$8,588	$15,797
Earnings per Diluted Share	$0.21	$0.45
*Non-GAAP Results<br><br> <br>(U.S. dollars in thousands, except for per share data)
	Q2 2020	Q2 2019
Net Income Attributable to InMode Ltd.	$10,096	$16,081
Earnings per Diluted Share	$0.24	$0.45

*Please refer to “Use of non-GAAP Financial Measures” below for important information about non-GAAP financial measures. A reconciliation between U.S. GAAP and non-GAAP Statement of Income is provided following the financial statements that are included in this release. Non-GAAP results exclude share-based compensation and related tax adjustments.

Management Comments

“The second quarter of 2020 was both challenging and encouraging. In June, after three months of global shutdowns relating to the global COVID-19 pandemic, elective surgeries began to come back throughout the United States and internationally, and aesthetic surgeons re-opened their clinics, which allowed for one month of sales and marketing operation in the quarter. Our continued commitment to the welfare of employees and customers, and our decision not to downsize our sales and marketing organization during the shutdown, unlike some of our competitors, proved to be instrumental in allowing us to act quickly and continue to capture market share,” commented Moshe Mizrahy, InMode’s CEO.

“During the quarter, we leveraged our InMode University platform for securing customer relationships, strengthening our brand, training our experienced sales team and physicians on InMode’s hands-free technology and platforms, and ultimately generating sales as restrictions loosened. Given our commitment to the future, we continued to invest in our direct marketing and sales organization,” commented Shakil Lakhani, President of North America.

“In addition, we made progress in our clinical and regulatory processes internationally. In June, we were excited to receive the Health Canada certification for Evolve Tone, which is Canada’s first and only all-in-one hands-free device consisting of three unique body remodeling technologies- Tite, Trim and Tone. Furthermore, in July, we received clearance from the China National Medical Products Administration (NMPA) for two proprietary InMode RF platforms, which we believe is a significant milestone as we continue to expand our global footprint,” noted Dr. Spero Theodorou, InMode’s Chief Medical Officer.

“As we continue to build out our organization in a safe and conscientious manner, we believe our unique and innovative R&D pipeline for our product portfolio will attract both physicians and patients post-crisis, as the desire for minimally invasive and hands-free alternatives is expected to move to the forefront of consumer decision-making,” added Dr. Michael Kreindel, InMode’s Chief Technology Officer.

2020 Guidance

We expect that our revenue for the full year of 2020 will be between $156-$160 million, and we intend to maintain a gross margin of 84%-86%.

This outlook is not a guarantee of future performance and stockholders should not rely on such forward-looking statements. See “Forward-Looking Statements” for additional information.

Second Quarter 2020 Financial Results

Total revenues for the second quarter of 2020 were $30.8 million, a decrease of 21% as compared to the second quarter of 2019. The decrease in revenue was primarily due to the impact of the global COVID-19 pandemic, in which the U.S. market had significantly reduced activity during the economic standstill and shutdowns in April and May. Nonetheless, InMode continued to gain traction in international markets, with international revenue growing 10% year-over-year.

Gross margin for the second quarter of 2020 was 85% compared to a gross margin of 87% in the second quarter of 2019. This decrease is primarily attributable to the expansion of our operations team, as well as an increase in the cost of certain parts and materials due to the impact of the global COVID-19 pandemic.

GAAP operating margin for the second quarter of 2020 was 26%, compared to 41% in the second quarter of 2019. *Non-GAAP operating margin for the second quarter of 2020 was 30%, compared to 42% in the second quarter of 2019. This decrease was primarily attributable to the sales cycle in April and May being interrupted by the global COVID-19 pandemic, and as a result, marketing expenditure did not translate into sales during those months.

InMode reported GAAP net income attributable to InMode Ltd. of $8.6 million, or $0.21 per diluted share in the second quarter of 2020 compared to $15.8 million, or $0.45 per diluted share, in the second quarter of 2019. On a *non-GAAP basis, InMode reported net income attributable to InMode Ltd. of $10.1 million, or $0.24 per diluted share in the second quarter of 2020 compared to $16.1 million, or $0.45 per diluted share, in the second quarter of 2019.

“Our strong balance sheet, profitable business model and positive cashflow, which continued to be present throughout the COVID-19 crisis, has been one of InMode’s main strengths and competitive advantages, and has allowed us to continue our growth momentum in the United States and internationally,” noted Yair Malca, InMode’s CFO.

Use of Non-GAAP Financial Measures

In addition to InMode’s operating results presented in accordance with GAAP, this release includes certain non-GAAP financial measures including non-GAAP net income, non-GAAP diluted earnings per share and non-GAAP operating margin. Because these measures are used in InMode’s internal analysis of financial and operating performance, management believes that they provide greater transparency to investors of management's view of InMode’s economic performance. Management also believes the presentation of these measures, when analyzed in conjunction with InMode’s GAAP operating results, allows investors to more effectively evaluate and compare the performance of InMode to that of its peers, although InMode’s presentation of its non-GAAP measures may not be comparable to other similarly-titled measures of other companies. Schedules reconciling each of these non-GAAP financial measures are provided as a supplement to this release.

Conference Call Information

Mr. Moshe Mizrahy, Chairman and Chief Executive Officer, Dr. Michael Kreindel, co-founder and Chief Technology Officer, Mr. Yair Malca, Chief Financial Officer, Mr. Shakil Lakhani, President of North America, and Dr. Spero Theodorou, Chief Medical Officer, will host a conference call today, August 5, 2020, at 8:30 a.m. Eastern Time to discuss the second quarter 2020 financial results.

The Company encourages participants to pre-register for the conference call using the following link: http://dpregister.com/10145846. Callers will receive a unique dial-in upon registration, which enables immediate access to the call. Participants may pre-register at any time, including up to and after the call start time.

For callers that opt out of pre-registration, please dial one of the following teleconferencing numbers. Please begin by placing your call ten minutes before the conference call commences. If you are unable to connect using the toll-free number, please try the international dial-in number.

U.S. Toll-Free Dial-in Number: 1-866-777-2509

Israel Toll- Free Dial-in Number: 1-80-921-2373

International Dial-in Number: 1-412-317-5413

At:

8:30 a.m. Eastern Time

5:30 a.m. Pacific Time

3:30 p.m. Israel Time

The conference call will also be webcast live from a link on InMode's website at https://inmodemd.com/investors/events-presentations/. A replay of the conference call will be available from August 5, 2020 at 12 p.m. Eastern Time to August 12, 2020 at 11:59 p.m. Eastern Time. To access the replay, please dial one of the following numbers:

Replay Dial-in U.S TOLL-FREE: 1-877-344-7529

Replay Dial-in Canada TOLL-FREE: 855-669-9658

Replay Dial-in TOLL/INTERNATIONAL: 1-412-317-0088

Replay Pin Number: 10145846

A replay will also be available for 90 days on InMode's website at https://inmodemd.com/investors/.

About InMode

InMode is a leading global provider of innovative medical technologies. InMode develops, manufactures, and markets devices harnessing novel radio-frequency (“RF”) technology. InMode strives to enable new emerging surgical procedures as well as improve existing treatments. InMode has leveraged its medically-accepted minimally-invasive RF technologies to offer a comprehensive line of products across several categories for plastic surgery, gynecology, dermatology, otolaryngology, and ophthalmology. For more information about InMode, please visit www.inmodemd.com.

Forward-Looking Statements

The information in this press release includes forward-looking statements within the meaning of the federal securities laws. These statements generally relate to future events or InMode’s future financial or operating performance, including the future performance described above under the heading titled “2020 Guidance”. Actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements. In some cases, you can identify these statements because they contain words such as "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "predict," "project," "will," "would" and similar expressions that concern our expectations, strategy plans or intentions. Forward-looking statements are based on management's current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict, including with respect to the impact of the COVID-19 global outbreak. As a result, actual results could differ materially from those indicated in these forward-looking statements. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements included in InMode’s Annual Report on Form F-20 filed with the Securities and Exchange Commission on February 18, 2020, risk factors relating to the COVID-19 global outbreak and our future public filings. InMode undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.

Company Contact:<br><br> <br>Yair Malca<br><br> <br>Chief Financial Officer<br><br> <br>Phone: (949) 305-0108<br><br> <br>Email: Yair.Malca@inmodemd.com	Investor Relations Contact:<br><br> <br>Miri Segal<br><br> <br>MS-IR LLC<br><br> <br>Phone: (917) 607-8654<br><br> <br>Email: ir@inmodemd.com

INMODE LTD.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(U.S. dollars in thousands, except for per share data)

(Unaudited)

	Three months ended<br><br> June 30,					Six months ended<br><br> June 30,
	2020		2019			2020			2019
REVENUES		30,765		38,797			71,206			69,349
COST OF REVENUES		4,695		4,875			10,879			9,146
GROSS PROFIT		26,070		33,922			60,327			60,203
OPERATING EXPENSES:
Research and development		1,816		1,584			5,248			2,783
Sales and marketing		14,536		15,898			37,535			29,995
General and administrative		1,613		713			3,436			1,766
TOTAL OPERATING EXPENSES		17,965		18,195			46,219			34,544
INCOME FROM OPERATIONS		8,105		15,727			14,108			25,659
Finance income, net		636		382			1,265			785
INCOME BEFORE TAXES		8,741		16,109			15,373			26,444
INCOME TAXES		161		274			302			451
NET INCOME		8,580		15,835			15,071			25,993
Add: Loss (net income) attributable to non-controlling interests		8		(38	)		(50	)		(72	)
NET INCOME ATTRIBUTABLE TO INMODE LTD.		8,588		15,797			15,021			25,921
NET INCOME PER SHARE (1):
Basic		0.24		0.58			0.43			0.96
Diluted		0.21		0.45			0.36			0.73
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING USED IN COMPUTATION OF NET INCOME PER SHARE (1)
Basic		35,943		26,963			34,956			26,891
Diluted		41,733		35,344			41,709			35,334

(1) The number shares have been adjusted retroactively for a 1-for-1.789 stock split of InMode shares by way of an issuance of bonus shares, that occurred pursuant to a resolution of our board of directors dated July 24, 2019.

INMODE LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands, except for per share data)

(Unaudited)


Assets
CURRENT ASSETS:
Cash and cash equivalents	64,767	44,727
Marketable securities	106,668	120,144
Short-term bank deposits	31,971	28,491
Accounts receivable, net of allowance for doubtful accounts	8,608	6,628
Other receivables	5,327	3,810
Inventories	16,227	9,408
TOTAL CURRENT ASSETS	233,568	213,208
NON-CURRENT ASSETS:
Accounts receivable	383	374
Deferred income taxes, net	993	1,899
Operating lease right-of-use assets	1,413	1,369
Property and equipment, net	1,061	935
Other investments	600	600
TOTAL NON-CURRENT ASSETS	4,450	5,177
TOTAL ASSETS	238,018	218,385
Liabilities and shareholders’ equity
CURRENT LIABILITIES:
Accounts payable	4,026	3,702
Contract liabilities	10,283	15,587
Other liabilities	13,503	13,205
TOTAL CURRENT LIABILITIES	27,812	32,494
NON-CURRENT LIABILITIES:
Contract liabilities	2,447	3,813
Other liabilities	1,836	1,494
Operating lease liabilities	660	744
Deferred income taxes, net	107	37
TOTAL NON-CURRENT LIABILITIES	5,050	6,088
TOTAL LIABILITIES	32,862	38,582
TOTAL SHAREHOLDERS’ EQUITY	205,156	179,803
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	238,018	218,385

INMODE LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands, except for per share data)

(Unaudited)

	Three months ended<br><br> June 30,						Six months ended<br><br> June 30,
	2020			2019			2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		8,580			15,835			15,071			25,993
Adjustments required to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		105			74			199			137
Share-based compensation expenses		1,160			412			7,210			814
Allowance for doubtful accounts		160			19			466			78
Gains on marketable securities, net		(3	)		-			(9	)		-
Finance expenses (income), net		79			(126	)		268			(309	)
Deferred income taxes, net		458			(77	)		826			(143	)
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable		(3,045	)		1,580			(2,455	)		1,727
Decrease (increase) in other receivables		63			291			(1,497	)		1,164
Increase in inventories		(4,141	)		(524	)		(6,819	)		(653	)
Increase (decrease) in accounts payable		(690	)		1,085			324			70
Increase in other liabilities		2,323			465			530			16
Increase (decrease) in contract liabilities		(3,725	)		(533	)		(6,670	)		2,378
Decrease in accrued contingencies		-			-			-			(10,000	)
Net cash provided by operating activities		1,324			18,501			7,444			21,272
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in short-term deposit		(15,090	)		(6,090	)		(31,609	)		(17,090	)
Proceeds from short-term deposit		13,590			5,000			28,090			10,000
Purchase of fixed assets		(226	)		(86	)		(325	)		(464	)
Purchase of marketable securities		(34,376	)		(9,421	)		(78,309	)		(14,339	)
Proceeds from sale of marketable securities		53,712			2,000			92,286			4,603
Net cash provided by (used in) investing activities		17,610			(8,597	)		10,133			(17,290	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Exercise of options		549			15			2,550			137
Net cash provided by financing activities		549			15			2,550			137
EFFECT OF EXCHANGE RATE CHANGES ON CASH		146			7			(87	)		37
NET INCREASE IN CASH AND CASH EQUIVALENTS		19,629			9,926			20,040			4,156
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		45,138			18,951			44,727			24,721
CASH AND CASH EQUIVALENTS AT END OF PERIOD		64,767			28,877			64,767			28,877

INMODE LTD.

CONDENSED CONSOLIDATED FINANCIAL HIGHLIGHTS

(U.S. dollars in thousands, except for per share data)

(Unaudited)

	Three months ended<br><br> June 30,						Six months ended<br><br> June 30,
	2020			2019			2020			2019
Revenues by Geography:
United States		24,060			32,721			54,883			56,806
International		6,705			6,076			16,323			12,543
Total Net Revenue		30,765			38,797			71,206			69,349
U.S. as percentage of total revenue		78	%		84	%		77	%		82	%

INMODE LTD.

RECONCILIATION OF GAAP CONDENSED CONSOLIDATED STATEMENTS OF

INCOME TO NON-GAAP CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(U.S. dollars in thousands, except for per share data)

(Unaudited)

	Three months ended June 30, 2020								Three months ended June 30, 2019
	GAAP		Share Based<br><br> Compensation			Non-GAAP			GAAP			Share Based<br><br> Compensation			Non-GAAP
REVENUES		30,765		-			30,765			38,797			-			38,797
COST OF REVENUES		4,695		(149	)		4,546			4,875			(22	)		4,853
GROSS PROFIT		26,070		149			26,219			33,922			22			33,944
OPERATING EXPENSES:
Research and development		1,816		(122	)		1,694			1,584			(56	)		1,528
Sales and marketing		14,536		(757	)		13,779			15,898			(309	)		15,589
General and administrative		1,613		(132	)		1,481			713			(25	)		688
TOTAL OPERATING EXPENSES		17,965		(1,011	)		16,954			18,195			(390	)		17,805
INCOME FROM OPERATIONS		8,105		1,160			9,265			15,727			412			16,139
Finance income, net		636		-			636			382			-			382
INCOME BEFORE TAXES		8,741		1,160			9,901			16,109			412			16,521
INCOME TAXES (TAX BENEFIT)		161		(348	)		(187	)		274			128			402
NET INCOME		8,580		1,508			10,088			15,835			284			16,119
Add: Loss (net income) attributable to non-controlling interests		8		-			8			(38	)		-			(38	)
NET INCOME ATTRIBUTABLE TO INMODE LTD.		8,588		1,508			10,096			15,797			284			16,081
NET INCOME PER SHARE (1):
Basic		0.24					0.28			0.58						0.59
Diluted		0.21					0.24			0.45						0.45
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING USED IN COMPUTATION OF NET INCOME PER SHARE (1)
Basic		35,943					35,943			26,963						26,963
Diluted		41,733					42,009			35,344						35,429

(1) The number of shares have been adjusted retroactively for a 1-for-1.789 stock split of InMode shares by way of an issuance of bonus shares, that occurred pursuant to a resolution of our board of directors dated July 24, 2019.

INMODE LTD.

RECONCILIATION OF GAAP CONDENSED CONSOLIDATED STATEMENTS OF

INCOME TO NON-GAAP CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(U.S. dollars in thousands, except for per share data)

(Unaudited)

	Six months ended June 30, 2020									Six months ended June 30, 2019
	GAAP			Share Based<br><br> Compensation			Non-GAAP			GAAP			Share Based<br><br> Compensation			Non-GAAP
REVENUES		71,206			-			71,206			69,349			-			69,349
COST OF REVENUES		10,879			(225	)		10,654			9,146			(41	)		9,105
GROSS PROFIT		60,327			225			60,552			60,203			41			60,244
OPERATING EXPENSES:
Research and development		5,248			(2,008	)		3,240			2,783			(108	)		2,675
Sales and marketing		37,535			(4,595	)		32,940			29,995			(617	)		29,378
General and administrative		3,436			(382	)		3,054			1,766			(48	)		1,718
TOTAL OPERATING EXPENSES		46,219			(6,985	)		39,234			34,544			(773	)		33,771
INCOME FROM OPERATIONS		14,108			7,210			21,318			25,659			814			26,473
Finance income, net		1,265			-			1,265			785			-			785
INCOME BEFORE TAXES		15,373			7,210			22,583			26,444			814			27,258
INCOME TAXES (TAX BENEFIT)		302			(424	)		(122	)		451			168			619
NET INCOME		15,071			7,634			22,705			25,993			646			26,639
Add: Loss (net income) attributable to non-controlling interests		(50	)		-			(50	)		(72	)		-			(72	)
NET INCOME ATTRIBUTABLE TO INMODE LTD.		15,021			7,634			22,655			25,921			646			26,567
NET INCOME PER SHARE (1):
Basic		0.43						0.65			0.96						0.98
Diluted		0.36						0.54			0.73						0.75
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING USED IN COMPUTATION OF NET INCOME PER SHARE (1)
Basic		34,956						34,956			26,891						26,891
Diluted		41,709						41,922			35,334						35,423