Full Press Release Details
BAIRD MEDICAL INVESTMENT HOLDINGS LIMITED
INDEX TO FINANCIAL STATEMENTS
| Page | ||
| Baird Medical Investment Holdings Limited | ||
| Unaudited Interim Condensed Consolidated Balance Sheets as of December 31, 2024 and June 30, 2025 | F-2 | |
| Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Income/Loss for the six months ended June 30, 2024 and 2025 | F-3 | |
| Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders' equity for the six months ended June 30, 2024 and 2025 | F-4 | |
| Unaudited Interim Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2025 | F-5 | |
| Notes to the Unaudited Interim Condensed Consolidated Financial Statements | F-6 |
BAIRD MEDICAL INVESTMENT HOLDINGS LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
(All amounts in U.S. dollars, except for share data, or otherwise noted)
| As of | ||||||
| December 31, 2024 | June 30, 2025 | |||||
| ASSETS | ||||||
| CURRENT ASSETS | ||||||
| Cash | $ | 2,970,199 | $ | 2,171,492 | ||
| Accounts receivable, net | 46,575,776 | 40,824,995 | ||||
| Inventories | 1,296,577 | 1,430,376 | ||||
| Prepayments, net | 10,274,207 | 15,983,806 | ||||
| Deposits and other assets, net | 295,754 | 332,689 | ||||
| Due from related parties | 2,862 | 2,916 | ||||
| Total Current Assets | 61,415,375 | 60,746,274 | ||||
| NON-CURRENT ASSETS | ||||||
| Property and equipment, net | 7,141,064 | 6,705,182 | ||||
| Intangible assets, net | 16,528 | 12,631 | ||||
| Deferred tax assets | 714,461 | 700,524 | ||||
| Right-of-use assets | 475,119 | 289,395 | ||||
| Goodwill | 57,772 | 58,869 | ||||
| Prepayments - non current | 8,021,046 | 8,353,796 | ||||
| Deposits and other assets - non current | 121,505 | 123,811 | ||||
| Total Non-Current Assets | 16,547,495 | 16,244,208 | ||||
| Total Assets | $ | 77,962,870 | $ | 76,990,482 | ||
| CURRENT LIABILITIES | ||||||
| Short-term bank loans | 16,166,000 | 13,953,020 | ||||
| Tax payables | 2,873,453 | 2,452,315 | ||||
| Salaries and benefits payable | 797,912 | 693,309 | ||||
| Contract liability | 792,102 | 1,093,434 | ||||
| Short-term lease liabilities | 264,316 | 118,607 | ||||
| Accounts payable | 1,252,667 | 2,136,075 | ||||
| Amounts due to a related party | 3,703,700 | 4,502,547 | ||||
| Accrued listing expenses payable | 5,341,848 | 5,282,105 | ||||
| Accrued expenses and other payables | 2,518,175 | 2,623,151 | ||||
| Deferred tax liabilities | 45,238 | 21,559 | ||||
| Long-term loan - current portion | 867,772 | 2,591,659 | ||||
| Total Current Liabilities | 34,623,183 | 35,467,781 | ||||
| NON-CURRENT LIABILITIES | ||||||
| Long-term lease liabilities | 136,683 | 84,459 | ||||
| Long-term loan - non current | 3,442,526 | 5,814,171 | ||||
| Total Non-Current Liabilities | 3,579,209 | 5,898,630 | ||||
| Total Liabilities | $ | 38,202,392 | $ | 41,366,411 | ||
| Commitments and Contingencies | ||||||
| Equity | ||||||
| Preferred shares, $ 0.0001 par value; 5,000,000 shares authorized; 290,000 shares issued and outstanding as of December 31, 2024 and June 30,2025 | 29 | 29 | ||||
| Ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; 35,728,625 shares issued, 25,555,096 shares outstanding as of December 31, 2024; 40,979,382 shares issued, 26,552,370 shares outstanding as of June 30, 2025 * | 2,556 | 2,655 | ||||
| Additional paid-in capital* | 11,441,712 | 17,770,394 | ||||
| Statutory reserve | 4,591,151 | 4,611,287 | ||||
| Retained earnings | 26,764,751 | 15,450,720 | ||||
| Accumulated other comprehensive loss | ( 3,141,061 ) | ( 2,247,122 ) | ||||
| Total Baird Medical Investment Holdings Limited's Shareholders' Equity | 39,659,138 | 35,587,963 | ||||
| Non-controlling interests | 101,340 | 36,108 | ||||
| Total Equity | 39,760,478 | 35,624,071 | ||||
| Total Liabilities and Equity | $ | 77,962,870 | $ | 76,990,482 |
*Shares related information and additional paid-in capital for all periods retrospectively reflect the adjustments for Reverse Recapitalization (Note 3).
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
BAIRD MEDICAL INVESTMENT HOLDINGS LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME/LOSS
(All amounts in U.S. dollars, except for share and per share data, or otherwise noted)
| For the six months ended June 30, | ||||||
| 2024 | 2025 | |||||
| Revenues | $ | 13,136,588 | $ | 7,959,494 | ||
| Cost of revenues | ( 1,645,559 ) | ( 1,424,240 ) | ||||
| Gross profit | 11,491,029 | 6,535,254 | ||||
| Operating expenses: | ||||||
| Selling and marketing expenses | ( 1,168,576 ) | ( 1,127,725 ) | ||||
| General and administrative expenses | ( 3,205,845 ) | ( 8,677,640 ) | ||||
| Research and development expenses | ( 2,027,439 ) | ( 7,180,293 ) | ||||
| Total operating expenses | ( 6,401,860 ) | ( 16,985,658 ) | ||||
| Income from operations | 5,089,169 | ( 10,450,404 ) | ||||
| Interest expense | ( 238,919 ) | ( 358,215 ) | ||||
| Interest income | 264 | 762 | ||||
| Subsidy income | 265 | 56,968 | ||||
| Other expenses, net | 5,627 | ( 49,107 ) | ||||
| Income/(loss) before income tax | 4,856,406 | ( 10,799,996 ) | ||||
| Income tax provision | ( 481,279 ) | ( 559,131 ) | ||||
| Net income/(loss) | 4,375,127 | ( 11,359,127 ) | ||||
| Less: Net income/(loss) attributable to non-controlling interests | ( 44,860 ) | ( 65,232 ) | ||||
| Net income/(loss) attributable to Baird Medical Investment Holdings Limited's shareholders | 4,330,267 | ( 11,293,895 ) | ||||
| Other comprehensive loss | ||||||
| Foreign currency translation adjustment | ( 828,730 ) | 893,939 | ||||
| Total comprehensive income/(loss) | 3,546,397 | ( 10,465,188 ) | ||||
| Non-controlling interests | ( 44,860 ) | ( 65,232 ) | ||||
| Comprehensive income/(loss) attributable to Baird Medical Investment Holdings Limited's shareholders | $ | 3,501,537 | $ | ( 10,399,956 ) | ||
| Net income/(loss) per share, basic* | $ | 0.17 | $ | ( 0.43 ) | ||
| Net income/(loss) per share, diluted* | $ | 0.17 | $ | ( 0.43 ) | ||
| Weighted average number of shares-basic* | 25,555,096 | 26,402,382 | ||||
| Weighted average number of shares-diluted* | 25,555,096 | 26,402,382 | ||||
| Stock-based compensation expenses included in | ||||||
| General and administrative expenses | $ | - | $ | ( 6,328,781 ) |
*Shares related information for all periods retrospectively reflect the adjustments for Reverse Recapitalization (Note 3).
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
BAIRD MEDICAL INVESTMENT HOLDINGS LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(In U.S. dollars, except for share data, or otherwise noted)
| Accumulated | |||||||||||||||||||||||||||||||
| Additional | other | Total | Non- | ||||||||||||||||||||||||||||
| Preferred shares | Ordinary shares* | paid-in | Statutory | Retained | comprehensive | shareholder's | controlling | ||||||||||||||||||||||||
| Shares | Amounts | Shares | Amounts | capital* | reserve | earnings | loss | equity | interests | Total equity | |||||||||||||||||||||
| Balance at December 31, 2023 | - | - | 25,555,096 | $ | 2,556 | $ | 18,850,677 | $ | 4,508,366 | $ | 14,394,167 | $ | ( 2,005,122 ) | $ | 35,750,644 | $ | ( 43,389 ) | $ | 35,707,255 | ||||||||||||
| Net income | - | - | - | - | - | - | 4,330,267 | - | 4,330,267 | 44,860 | 4,375,127 | ||||||||||||||||||||
| Appropriation of statutory reserve | - | - | - | - | - | 48,785 | ( 48,785 ) | - | - | - | - | ||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | - | - | ( 828,730 ) | ( 828,730 ) | - | ( 828,730 ) | ||||||||||||||||||||
| Balance at June 30, 2024 | - | - | 25,555,096 | $ | 2,556 | $ | 18,850,677 | $ | 4,557,151 | $ | 18,675,649 | $ | ( 2,833,852 ) | $ | 39,252,181 | $ | 1,471 | $ | 39,253,652 |
| Accumulated | |||||||||||||||||||||||||||||||
| Additional | other | Total | Non- | ||||||||||||||||||||||||||||
| Preferred shares | Ordinary shares* | paid-in | Statutory | Retained | comprehensive | shareholder's | controlling | ||||||||||||||||||||||||
| Shares | Amounts | Shares | Amounts | earnings | reserve | earnings | loss | equity | interests | Total equity | |||||||||||||||||||||
| Balance at December 31, 2024 | 290,000 | $ | 29 | 25,555,096 | $ | 2,556 | $ | 11,441,712 | $ | 4,591,151 | $ | 26,764,751 | $ | ( 3,141,061 ) | $ | 39,659,138 | $ | 101,340 | $ | 39,760,478 | |||||||||||
| Net loss | - | - | - | - | - | - | ( 11,293,895 ) | - | ( 11,293,895 ) | ( 65,232 ) | ( 11,359,127 ) | ||||||||||||||||||||
| Stock-based compensation to individuals | - | - | 363,745 | 36 | 2,134,783 | - | - | - | 2,134,783 | - | 2,134,819 | ||||||||||||||||||||
| Share issuance to third-party companies | - | - | 633,529 | 63 | 4,193,899 | - | - | - | 4,193,899 | - | 4,193,962 | ||||||||||||||||||||
| Appropriation of statutory reserve | - | - | - | - | - | 20,136 | ( 20,136 ) | - | - | - | - | ||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | - | - | 893,939 | 893,939 | - | 893,939 | ||||||||||||||||||||
| Balance at June 30, 2025 | 290,000 | $ | 29 | 26,552,370 | $ | 2,655 | $ | 17,770,394 | $ | 4,611,287 | $ | 15,450,720 | $ | ( 2,247,122 ) | $ | 35,587,963 | $ | 36,108 | $ | 35,624,071 |
*Shares related information and additional paid-in capital for all periods retrospectively reflect the adjustments for Reverse Recapitalization (Note 3).
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
BAIRD MEDICAL INVESTMENT HOLDINGS LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In U.S. dollars, except for share data, or otherwise noted)
| For the six months ended June 30, | ||||||
| 2024 | 2025 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
| Net income/(loss) | $ | 4,375,127 | $ | ( 11,359,127 ) | ||
| Adjustments to reconcile net income to net cash (used in)/provided by operating activities: | ||||||
| Depreciation and amortization | 592,743 | 597,562 | ||||
| Deferred tax expense | 17,212 | 2,922 | ||||
| Stock-based compensation | - | 6,328,781 | ||||
| Amortization of right-of-use assets | 181,219 | 192,370 | ||||
| Changes in assets and liabilities: | ||||||
| Accounts receivable | ( 4,139,051 ) | 6,554,286 | ||||
| Inventories | ( 2,214 ) | ( 107,862 ) | ||||
| Prepayments | ( 4,044,770 ) | ( 5,610,132 ) | ||||
| Deposits and other assets | ( 10,655 ) | ( 30,941 ) | ||||
| Accounts payable | 5,702 | 849,167 | ||||
| Contract liabilities | 51,274 | 282,814 | ||||
| Lease liabilities | ( 299,861 ) | ( 203,040 ) | ||||
| Accrued expenses and other payables | ( 141,643 ) | ( 220,957 ) | ||||
| Taxes payable | ( 545,480 ) | ( 469,878 ) | ||||
| Net cash used in operating activities | ( 3,960,397 ) | ( 3,194,035 ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
| Purchase of property and equipment | ( 484,839 ) | ( 44,610 ) | ||||
| Net cash used in investing activities | ( 484,839 ) | ( 44,610 ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
| Proceeds from short-term bank loans | 8,454,600 | 9,646,105 | ||||
| Repayments of short-term bank loans | ( 3,465,000 ) | ( 12,135,200 ) | ||||
| Proceeds from long-term loan | - | 4,963,986 | ||||
| Payment of long-term loan | ( 393,601 ) | ( 999,133 ) | ||||
| Due to a related party | ( 8,433 ) | 719,685 | ||||
| Payment of listing cost | ( 130,349 ) | - | ||||
| Net cash provided by financing activities | 4,457,217 | 2,195,443 | ||||
| Effect of exchange rate changes | ( 20,051 ) | 244,495 | ||||
| Net change in cash | ( 8,070 ) | ( 798,707 ) | ||||
| Cash at beginning of the period | $ | 1,510,484 | $ | 2,970,199 | ||
| Cash at end of the period | $ | 1,502,414 | $ | 2,171,492 | ||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||
| Cash paid for income taxes | $ | 919,829 | $ | 632,467 | ||
| Cash paid for interest | $ | 238,919 | $ | 358,215 | ||
| SUPPLEMENTAL DISCLOSURE OF NONCASH FLOW INFORMATION: | ||||||
| Stock-based compensation | $ | - | $ | 6,328,781 |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except for share data, or otherwise noted)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Baird Medical Investment Holdings Limited ("PubCo", "Baird Medical" or "the Company") was incorporated as a private company under the laws of Cayman Island on June 16, 2023, as a direct wholly owned subsidiary of Betters Medical Investment Holdings Limited ("Betters Medical").
On October 1, 2024 (the "Closing Date"), ExcelFin Acquisition Corp., a Delaware corporation ("ExcelFin" or "SPAC"), Betters Medical Investment Holdings Limited, a Cayman Islands exempted company, Baird Medical Investment Holdings Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Betters Medical, Tycoon Choice Global Limited, a business company limited by shares incorporated under the laws of the British Virgin Islands and a wholly owned subsidiary of PubCo ("Tycoon"), Betters Medical Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of PubCo ("Merger Sub 1"), Betters Medical Merger Sub 2, Inc., a Delaware corporation and a direct, wholly owned subsidiary of PubCo ("Merger Sub 2"), and Betters Medical NewCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Betters Medical ("NewCo"), consummated the business combination (the "Closing") pursuant to the terms of the Business Combination Agreement, dated as of June 26, 2023 (as amended on March 11, 2024, May 16, 2024, June 17, 2024 and August 23, 2024, the "Business Combination Agreement" and the transactions contemplated thereby, the "Business Combination"), pursuant to which, among other things, (a) on August 3, 2023, Betters Medical contributed all of the issued shares of Tycoon held by Betters Medical ("Tycoon Shares") to PubCo in exchange for Ordinary Shares, such that Tycoon became a wholly-owned subsidiary of PubCo, and Betters Medical received in exchange therefor 29,411,764 Ordinary Shares (the "Share Contribution") valued at $10.20 per share, that have an aggregate value equal to Three Hundred Million Dollars ($300,000,000); (b) prior to Closing, Betters Medical transferred 1,948,138 Ordinary Shares (which shares did not include the Baird Medical Earnout Shares, as defined below) to NewCo and certain minority shareholders of Betters Medical exchanged their ownership interests in Betters Medical for all of the outstanding ownership interests in NewCo; and (c) Merger Sub 1 merged with and into ExcelFin, with ExcelFin continuing as the surviving entity and wholly-owned subsidiary of PubCo and Merger Sub 2 merged with and into NewCo, with NewCo continuing as the surviving entity and wholly-owned subsidiary of PubCo (the "Second Merger"). However, 8,823,529 of the Ordinary Shares issued to Betters Medical (the "Baird Medical Earnout Shares") will not vest unless and until within the eighth anniversary of the Closing (a) the volume weighted average price of the Ordinary Shares on Nasdaq is greater than or equal to $12.50 per share for any 20 trading days within a 30-day trading period or (b) a change of control of PubCo occurs with an implied value at or above $12.50 per share. The business purpose of the Second Merger was both to ensure compliance with Nasdaq's public float requirement as well as to facilitate that additional Ordinary Shares would be held after closing by shareholders most likely to be long-term holders. 1,350,000 Ordinary Shares issued to the ExcelFin SPAC LLC, a Delaware limited liability company, in the Business Combination that will not vest unless and until within the fifth anniversary of the closing of the Business Combination (a) the volume weighted average price of the Ordinary Shares on the Nasdaq Global Market (the "Nasdaq") is greater than or equal to $12.50 per share over any 20 trading days within any 30 day trading period or (b) a change of control of Baird Medical occurs.
Upon the consummation of the Business Combination, outstanding ExcelFin Warrants were assumed by us and converted into corresponding warrants to purchase an aggregate of 11,500,000 Ordinary Shares. The Assumed Public Warrants will not become exercisable until 30 days after the Closing, and will expire five years after the completion of the Business Combination. Each Assumed Public Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per whole share, subject to adjustment. The Assumed Public Warrants may be exercised only for a whole number of the Ordinary Shares. To the extent such warrants are exercised, additional Ordinary Shares will be issued, which will result in dilution to the then-existing holders of the Ordinary Shares and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of the Ordinary Shares. The exclusive forum provision in the amended and restated warrant agreement can result in increased costs to investors to bring a claim.
In connection with the signing of the Business Combination Agreement, ExcelFin SPAC LLC ("the Sponsor"), ExcelFin, and Baird Medical entered into the Sponsor Support Agreement. Pursuant to this agreement, the Sponsor agreed to surrender all 11,700,000 of the ExcelFin Private Placement Warrants which are owned by the Sponsor to ExcelFin for no additional consideration effective as of immediately prior to the at the effective time of the Business Combination ("Effective Time").
The Business Combination was accounted for as a "reverse recapitalization" in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Under this method of accounting, ExcelFin will be treated as the "acquired" company for financial reporting purposes. This determination is primarily based on the shareholders of Baird Medical comprising the majority of the voting power of the Company and having the ability to nominate the members of our Board, Baird Medical's operations prior to the acquisition comprising the only ongoing operations, and Baird Medical's senior management comprising a majority of the Group's senior management. Accordingly, for accounting purposes, the financial statements of the post-combination company will represent a continuation of the financial statements of Baird Medical with the Business Combination treated as the equivalent of Baird Medical issuing shares for the net assets of ExcelFin, accompanied by a recapitalization. The net assets of ExcelFin will be stated at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be presented as those of Baird Medical in future reports. Transaction costs related to the Reverse Recapitalization as part of the Business Combination Agreement were charged to equity as a reduction of the net proceeds received in exchange for the shares issued to the shareholders.
The Company's ordinary shares, par value $0.0001 per share (the "Ordinary Shares"), and the redeemable warrants to acquire one Ordinary Share at an exercise price of $11.50 per Ordinary Share ("Warrants") are trading on the Nasdaq Capital Market ("Nasdaq") under the symbols "BDMD" and "BDMD W", respectively.
The principal business activities of the Company and its subsidiaries are to engage in research and development, manufacture and sales of microwave ablation ("MWA") and other medical devices in the People's Republic of China (the "PRC").
As the Company were under same control of the shareholders and their entire equity interests were also ultimately held by the shareholders immediately prior to the reorganization, the consolidated statements of income and comprehensive income, consolidated statements of changes inequity and consolidated statements of cash flows are prepared as if the current group structure had been in existence throughout the year period ended December 31, 2024, and for the six months ended June 30, 2024 and 2025, respectively, or since the respective dates of incorporation/establishment of the relevant entity, where this is a shorter period. Shares related information and additional paid-in capital for all periods retrospectively reflect the adjustments for Reverse Recapitalization. The movement in the Company's authorized share capital and the number of ordinary shares outstanding and issued in the Company are also detailed in the Note 16.
The Combined Company's structure before and after the Business Combination. The ownership structure of Baird Medical before Closing is as follows:
The ownership structure of the Combined Company giving effect to the Business Combination is as follows:
As at the date of this report, the Company has direct and indirect interests in the following subsidiaries:
| Name of Entity | Date of Incorporation/ Acquisition | Place of Incorporation | Shareholders | % of Equity Ownership | Principal Activities | ||||||
| Betters Medical NewCo, LLC ("NewCo") | June 17, 2024 / October 1, 2024 | Delaware (US) | PubCo | 100 % | Holding | ||||||
| ExcelFin Acquisition Corp. ("SPAC" or "ExcelFin") | March 15, 2021 / October 1, 2024 | Delaware (US) | PubCo | 100 % | Holding | ||||||
| Baird Medical LLC | November 29, 2023 | Delaware (US) | PubCo | 100 % | Sales of MWA medical devices | ||||||
| Tycoon Choice Global Limited ("Tycoon") | January 8, 2021 | BVI | PubCo | 100 % | Holding | ||||||
| Baide Medical Investment Company Limited ("Baide HK") | January 29, 2021 | Hong Kong | Tycoon | 100 % | Holding | ||||||
| Baide (Guangdong) Capital Management Company Limited ("Baide Capital") | March 3, 2021 | The PRC | Baide HK | 100 % | Sales of MWA medical devices and investment holding | ||||||
| Guangzhou Dedao Capital Management Company Limited ("Dedao") | March 4, 2021 | The PRC | Baide Capital | 99 % | Holding | ||||||
| Guangzhou Baihui Corporate Management Company Limited ("Baihui") | December 4, 2020 | The PRC | Dedao | 99 % | Holding | ||||||
| Guangzhou Zhengde Corporate Management Company Limited | December 4, 2020 | The PRC | Dedao | 99 % | Holding | ||||||
| Guangzhou Yide Capital Management Company Limited | December 10, 2020 | The PRC | Dedao | 99 % | Holding | ||||||
| Baide (Suzhou) Medical Company Limited ("Baide Suzhou") | June 5, 2012 | The PRC | Zhengde Yide, and Baihui | 99 % | Research and development, sales of MWA and other medical devices and investment holding | ||||||
| Henan Ruide Medical Instrument Company Limited | July 6, 2018 | The PRC | Baide Suzhou | 99 % | Sales of MWA and other medical devices | ||||||
| Nanjing Changcheng Medical Equipment Company Limited ("Nanjing Changcheng") | January 28, 2016 | The PRC | Baide Suzhou | 99 % | Research and development, manufacture and sales of MWA and other medical devices | ||||||
| Guizhou Baiyuan Medical Company Limited | September 21, 2017 | The PRC | Baide Suzhou | 99 % | Sales of other medical devices | ||||||
| Guoke Baide (Guangdong) Medical Company Limited ("Guoke Baide") | July 5, 2019 | The PRC | Baide Suzhou | 99 % | Sales of MWA medical devices |
| Name of Entity | Date of Incorporation/ Acquisition | Place of Incorporation | Shareholders | % of Equity Ownership | Principal Activities | ||||||
| Hunan Baide Medical Technology Company Limited | November 26, 2019 | The PRC | Baide Suzhou | 99 % | Sales of MWA medical devices | ||||||
| Ruikede Biological Technology (Xiamen) Company Limited ("Ruikede Xiamen") | July 17, 2019 | The PRC | Baide Suzhou | 99 % | Sales of MWA medical devices | ||||||
| Guangzhou Fangda Medical Technology Company Limited | December 22, 2022 | The PRC | Baide Capital | 100 % | Sales of MWA medical devices | ||||||
| Junde (Guangzhou) Medical Technology Company Limited | November 14, 2022 | The PRC | Guoke Baide | 99 % | Sales of MWA medical devices | ||||||
| Shengde (Guangzhou) Medical Technology Company Limited | November 29, 2022 | The PRC | Baide Capital | 100 % | Sales of MWA medical devices | ||||||
| Suzhou Kangchuang Medical Company Limited | December 6, 2022 | The PRC | Baide Capital | 100 % | Sales of MWA medical devices | ||||||
| Hainan Haike Baide Medical Company Limited | July 4,2024 | The PRC | Baide Suzhou | 100 % | Sales of MWA medical devices |
Note Guizhou Baiyuan Medical Company Limited and Suzhou Kangchuang Medical Company Limited completed the liquidation procedures in the first half of 2025.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") and to the rules and regulations of the Securities and Exchange Commission ("SEC"), which requires the Company to make judgments, estimates and assumptions that affect reported amount of assets, liabilities, revenue, costs and expenses, and any related disclosures. Although there was no material changes made to the accounting estimates and assumptions in the past three years, the Company continually evaluates these estimates and assumptions based on the most recently available information, the Company's own historical experience and various other assumptions that the Company believes to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from expectations as a result of changes in the Company's estimates.
The Company believes that the following accounting policies involve a higher degree of judgment and complexity in their application and require us to make significant accounting estimates. Accordingly, these are the policies the Company believe are the most critical to understanding and evaluating the Company's consolidated financial condition and results of operations.
Basis of presentation and principles of consolidation
These unaudited condensed consolidated financial statements for the six months ended June 30, 2025 have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission pertaining to interim financial statements. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 20-F for the year ended December 31, 2024, from which the accompanying condensed consolidated balance sheet at December 31, 2024 was derived. In the opinion of management, all adjustments considered necessary for a fair presentation of the interim financial information have been included and are of a normal recurring nature.
The accompanying consolidated financial statements include the financial statements of the Company and its subsidiaries. Inter-company transactions and balances between group companies together with unrealized profits arising from inter-company transactions are eliminated in full in preparing the consolidated financial statements. Unrealized losses resulting from inter-company transactions are also eliminated unless the transaction provides evidence of impairment on the asset transferred, in which case the loss is recognized in consolidated profit or loss.
Use of estimates and assumptions
In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information as of the date of the consolidated financial statements. Significant estimates required to be made by management include, but are not limited to, useful lives of property and equipment, impairment of long-lived assets, allowance for credit losses, fair value of ordinary shares, preferred shares, warrants and earn out shares, realizability of deferred tax assets, inventory allowance, Business Combination related payments and prepayment for R&D. Actual results could differ from those estimates, and as such, differences may be material to the consolidated financial statements.
Functional currency and foreign currency translation
The Company's reporting currency is the United States dollar ("US$"). The Company's operations are principally conducted through the PRC subsidiaries where the local currency is the functional currency. Assets and liabilities are translated at the unified exchange rate as quoted by the Federal Reserve at the end of the period. The statement of operations accounts is translated at the average translation rates and the equity accounts are translated at historical rates. Translation adjustments resulting from this process are included in accumulated other comprehensive income (loss). Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.
Translation adjustments included in accumulated other comprehensive loss amounted to $3.1 million and $2.2 million as of December 31, 2024 and June 30, 2025, respectively. The balance sheet amounts, with the exception of shareholders' equity as of December 31, 2024 and June 30, 2025 were translated at RMB 7.2993 and RMB7.1636 to $1.00, respectively. The shareholders' equity accounts were stated at their historical rate. The average translation rates applied to statement of operations accounts for the six months ended June 30, 2024 and 2025 were RMB7.2150 and RMB7.2526 to $1.00, respectively. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.
Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.
The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
The three levels of inputs that may be used to measure fair value include:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Observable, market-based inputs, other than quoted prices, in active markets for identical assets or liabilities.
Level 3: Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
Accounting guidance also describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.
The Company does not have any non-financial assets or liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis.
The Company's financial instruments consist principally of cash, accounts receivable and accounts payable.
As of December 31, 2024 and June 30, 2025, the carrying values of cash, accounts receivable, accounts payable and other liabilities approximated their fair values reported in the consolidated balance sheets due to the short-term maturities of these instruments.
Cash include cash in bank placed with banks, which have original maturities of three months or less at the time of purchase and are readily convertible to known amounts of cash.
Expected credit losses
In 2016, Financial Accounting Standards Board("FASB") issued Accounting Standards Codification ("ASC") Topic 326, which amends previously issued guidance regarding the impairment of financial instruments by creating an impairment model that is based on expected losses. The Company adopted ASC Topic 326 on January 1, 2021.
The Company's accounts receivable and other receivables included in prepayment and other current assets and other non-current assets are within the scope of ASC Topic 326.
For the six months ended June 30, 2024 and 2025, the Company used an individual basis and pool basis of the customers sharing similar risk characteristics by applying the aging group method under the Current Expected Credit Loss Model ("CECL Model"). The Company has identified the relevant risk characteristics of its customers and the related receivables and other receivables which include size, type of the products the Company provides, or a combination of these characteristics. Receivables with similar risk characteristics have been grouped into pools. For each pool, the Company considers the historical credit loss experience, current economic conditions, supportable forecasts of future economic conditions, and any recoveries in assessing the lifetime expected credit losses. Other key factors that influence the expected credit loss analysis include customer demographics, payment terms offered in the normal course of business to customers, and industry-specific factors that could impact the Company's receivables. Additionally, external data and macroeconomic factors are also considered. They are assessed at each quarter based on the Company's specific facts and circumstances. The Company uses aging group method to calculate average expected loss rate under pool basis.
Accounts receivable is presented net of any allowance for credit losses. An allowance for credit losses is recorded in the period when loss is probable. The Company recognizes loss allowance for expected credit loss ("ECL") on accounts receivable. The Company writes off an account receivable when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery.
For the six months ended June 30, 2025, the credit period granted to the customers was generally for a period within 180 days. For the six months ended June 30, 2024, the credit period granted to the customers stipulated under contract was generally for a period within 90 days. The Company's accounts receivable consists primarily of distributers, deliverers and hospitals. The Company's additions charged to allowance for expected credit losses were $0.6 million and $0.3 million for the six months ended June 30, 2024 and 2025, respectively. The Company's recovery of allowance for expected credit losses were $0.6 million and $0.3 million for the six months ended June 30, 2024 and 2025, respectively.
Inventories are initially recognized at cost, and subsequently at the lower of cost and net realizable value. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Cost is calculated using the weighted average method. Net realizable value represents the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. For the six months ended June 30, 2024 and 2025, no impairment loss on inventories was recognized.
Prepayment primarily consist of prepaid expense for R&D and advances to suppliers for purchasing goods, equipment or services that have not been received or provided. These advances are interest free, unsecured and are reviewed periodically to determine whether their carrying value has become impaired. An allowance for credit loss is recorded in the period when loss is probable. As of December 31, 2024 and June 30, 2025, there was $4,867 and $4,959 allowance for the credit losses, respectively.
Deposits and other assets
Deposits and other assets primarily consist of deposit for office rental and long-term loan. These deposits and other assets are interest free, unsecured and are reviewed periodically to determine whether their carrying value has become impaired. An allowance for credit losses is recorded in the period when loss is probable. As of December 31, 2024 and June 30, 2025, there was $0.1 million and $0.1 million allowances for the credit losses, respectively.
Property and equipment, net
Property and equipment are stated at historical cost less accumulated depreciation and impairment, if any. Depreciation is calculated using the straight-line method over their estimated useful lives. The estimated useful lives are as follows:
| Useful life | |
| Machinery | 3 - 10 years |
| Furniture, fixtures and equipment | 3 - 5 years |
| Vehicles | 4 years |
| Medical equipment | 6 - 10 years |
| Leasehold improvement | Over the lease term or estimated useful lives of 5 years , whichever is shorter |
Expenditures for maintenance and repairs are expensed as incurred. The gain or income on the disposal of property and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the consolidated statements of operations.
Deferred offering costs
The Company complies with ASC 340-10-S99-1 and SEC Staff Accounting Bulletin ("SAB") Topic 5A - "Expenses of Offering". Deferred offering cost consisted of underwriting, legal, accounting and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering (IPO), and it was charged to shareholders' equity upon the completion of the IPO.
Goodwill represents the excess of the purchase consideration over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed from the acquired entity as a result of the Company's acquisitions of interests in its subsidiaries. Goodwill is not amortized but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that it might be impaired. The Company first assesses qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. In the qualitative assessment, the Company considers primary factors such as industry and market considerations, overall financial performance of the reporting unit, and other specific information related to the operations. Based on the qualitative assessment, if it is more likely than not that the fair value of a reporting unit is less than the carrying amount, the quantitative impairment test is performed.
This allocation process is only performed for the purposes of evaluating goodwill impairment and does not result in an entry to adjust the value of any assets or liabilities. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, allocation of assets, liabilities and goodwill to reporting units, and determination of the fair value of each reporting unit.
Intangible assets, net (other than goodwill)
Intangible assets acquired separately are initially recognized at cost. The cost of intangible assets acquired in a business combination is fair value at the date of acquisition. Subsequently, intangible assets with finite useful lives are carried at cost less accumulated amortization and accumulated impairment losses. Intangible assets with indefinite useful lives are carried at cost less any subsequent accumulated impairment losses.
Amortization is provided on a straight-line basis over their useful lives as follows. The amortization expense is recognized in profit or loss and included in administrative expenses.
| Useful life | |
| Patent | 6 years |
| Software | 5 years |
The estimates and associated assumptions of useful life determined by the Company are based on technical and commercial obsolescence, legal or contractual limits on the use of the asset and other relevant factors. Based on the functionalities and expiry date of the patent and software, the Company considers a useful life of 5 to 6 years to be their best estimation. Both the period and method of amortization are reviewed annually.
Impairment of long-lived assets other than goodwill
For other long-lived assets including property and equipment and other non-current assets, the Company evaluates for impairment whenever events or changes (triggering events) indicate that the carrying amount of an asset may no longer be recoverable. The Company assesses the recoverability of the long-lived assets by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to receive from use of the assets and their eventual disposition. Such assets are considered to be impaired if the sum of the expected undiscounted cash flows is less than the carrying amount of the assets. The impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company did not recognize any impairment loss for six months ended June 30, 2024 and 2025.
In February 2016, FASB issued ASU 2016-02, Leases, which specifies the accounting for leases. Earlier application is permitted for all entities as of February 25, 2016, the issuance date of the final standard. The Company adopted ASC 842 on January 1, 2021, along with all subsequent ASU clarifications and improvements that are applicable to the Company, to each lease that existed in the years presented in the financial statements, using the modified retrospective transition method and used the commencement date of the leases as the date of initial application. Consequently, financial information and the disclosures required under ASC 842 are provided for dates and years presented in the financial statements. The Company has applied the practical expedient to not recognize short-term leases with lease terms of one year or less.
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:
The Company as lessee
The Company classifies each lease as either an operating lease or financing lease at the lease commencement date. The classification is not revised unless the lease is modified and that modification is not accounted for as a separate lease.
The lease is classified as a financing lease if both of the following criteria are met:
If none of the above criteria are met, then the lease is classified as an operating lease.