8-K
Electromed, Inc. (ELMD)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 6, 2022
ELECTROMED,
INC.
(Exact Name of Registrant as Specified in Its Charter)
| Minnesota | 001-34839 | 41-1732920 |
|---|---|---|
| (State<br> or Other Jurisdiction of<br><br> <br>Incorporation) | (Commission File<br> Number) | (I.R.S.<br> Employer Identification<br><br> <br>Number) |
500Sixth Avenue NW
NewPrague, MN 56071
(Address of Principal Executive Offices)(Zip Code)
(952) 758-9299
(Registrant’s Telephone Number, Including Area Code)
NotApplicable
(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:
| ☐ | Written communications pursuant<br> to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12<br> under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to<br> Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to<br> Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Common Stock, $0.01 par value | ELMD | NYSE American LLC |
|---|---|---|
| (Title of each class) | (Trading Symbol) | (Name of each exchange<br> on which registered) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. 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 May 10, 2022, Electromed, Inc. issued a press release announcing its financial results for the fiscal quarter ended March 31, 2022. The full text of the press release is attached as Exhibit 99.1.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On May 6, 2022, Michael J. MacCourt, our current Chief Financial Officer, notified us that he intends to resign his employment with Electromed, Inc. (the “Company”) on or about July 1, 2022 to pursue a new opportunity outside of corporate finance.
On May 10, 2022, we announced the selection of Michelle C. Wirtz to serve as the Company’s Interim Chief Financial Officer, Treasurer and Secretary, beginning June 1, 2022. Ms. Wirtz, age 39, has served as the Company’s Corporate Controller since December 2021. Previously, she served as Corporate Controller at Icario, Inc. from June 2018 to December 2021. She was a senior consultant at Salo LLC from 2016 to June 2018. She began her career in accounting, serving in various roles focused on the life sciences industry at McGladrey & Pullen LLP (now RSM US LLP) and Ernst & Young Global Limited. Ms. Wirtz holds an active CPA license in the state of Minnesota. The Compensation Committee is expected to reevaluate her compensation in advance of the commencement of her service in her new role. The Company has not entered into any new compensatory arrangements with Ms. Wirtz in connection with her appointment.
Mr. MacCourt will cease to serve in those positions upon the commencement of Ms. Wirtz’s promotion in June. He is expected to remain an employee of the company through July 1, 2022 to facilitate an orderly transition.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits:
| Number | Description | Method of Filing |
|---|---|---|
| 99.1 | Press release dated May 10, 2022 | Furnished Electronically |
| 104 | Cover Page Interactive Data File (embedded in the cover page and formatted in inline XBRL) | Furnished Electronically |
The information contained in Items 2.02 and 9.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
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.
| ELECTROMED, INC. | ||
|---|---|---|
| Date: May 10, 2022 | By: /s/ Kathleen S. Skarvan | |
| Name: | Kathleen S. Skarvan | |
| Title: | President and Chief Executive Officer |
Exhibit 99.1
Electromed,Inc. Announces Third Quarter Financial Results
15.4%revenue growth while continuing to execute key strategic initiatives
Companyalso announces Chief Financial Officer transition
NEW PRAGUE, Minn. -- May 10, 2022 -- (BUSINESS WIRE) -- Electromed, Inc. (“Electromed” or the “Company”) (NYSE American: ELMD), a leader in innovative airway clearance technologies, today announced financial results for its fiscal 2022 third quarter ended March 31, 2022. Management will host a conference call at 5:00 p.m. Eastern Time today to discuss the results.
Fiscal Third Quarter2022 Highlights
| ● | Recorded net revenues of $10.1 million in the quarter, a year-over-year increase of 15.4% driven by home care revenues of $9.0<br>million. |
|---|---|
| ● | Gross Profit was 76.4% of net revenues, compared with 76.3% of net revenues in the same period a year ago, as rising raw material<br>and shipping costs were offset by higher Medicare allowable pricing, increased operational efficiencies and operating leverage<br>on higher revenue |
| --- | --- |
| ● | Net Income was $0.6 million, or $0.07 per diluted share, compared with $0.2 million, or $0.03 per diluted share, in the same<br>period a year ago. |
| --- | --- |
| ● | $9.8 million cash on hand at the end of the quarter, benefitting from $0.2 million in operating cash flow during the quarter.<br>Operating cash flow was negatively impacted compared to the prior year quarter due to increased advance purchases of raw materials<br>to ensure key component supply and mitigate future cost increases. |
| --- | --- |
| ● | Repurchased 24,551 shares of common stock at a total cost of $299,000. |
| --- | --- |
| ● | Appointed Christopher Holland as Chief Commercial Officer, a strategic hire who will help drive Electromed’s key strategic<br>growth initiatives. |
| --- | --- |
“I am pleased to report that in the third quarter of fiscal 2022, Electromed generated 15.4% year-over-year revenue growth while managing through a challenging operating environment,” said Kathleen Skarvan, Electromed’s President and Chief Executive Officer. “We continued to achieve key milestones in the execution of our strategic initiatives including the expansion of our sales force, maintaining our next generation development schedule consistent with an expected launch during the first half of fiscal 2023, building the system infrastructure necessary to support future growth, and hiring a Chief Commercial Officer to lead the execution of our growth initiatives. We ended the quarter with positive momentum, our direct sales force at near full staffing and recording the highest home care monthly referrals in company history; we are excited to continue that momentum into the fourth quarter of fiscal 2022.”
Chief Financial OfficerTransition
The Company also announced that the Chief Financial Officer, Michael MacCourt, will resign effective July 1, 2022. Mr. MacCourt plans to pursue a new opportunity outside of corporate finance. Michelle C. Wirtz, the Company’s Corporate Controller, will be appointed to the position of Interim Chief Financial Officer on June 1, 2022 prior to Mr. MacCourt exiting the company. Mr. MacCourt is expected to remain an employee through July 1, 2022 to ensure a smooth transition. The Company plans to explore options for a permanent appointment.
“I would like to thank Mike for the valuable contributions he has made since joining Electromed in May of 2020,” said Ms. Skarvan. “His leadership and expertise have strengthened our corporate finance function during his tenure and he has been a trusted advisor to me. I wish him well in his future endeavors.”
Ms. Skarvan added, “I am delighted to announce Michelle’s appointment. She possesses a strong corporate finance, accounting and external reporting background, healthcare experience, and is intimately familiar with Electromed’s business model,” said Ms. Skarvan. “We can’t think of a better candidate to assume the role as we explore our options for a permanent appointment.”
Ms. Wirtz currently serves as Corporate Controller at Electromed and brings over 15 years of experience in accounting, financial analysis, SEC reporting, and M & A transaction support. Prior to joining Electromed, Ms. Wirtz served as Corporate Controller for Icario, Inc., a national health-tech company providing member engagement solutions to U.S. health insurers, from June 2018 to December 2021. Prior to joining Icario, Ms. Wirtz served as a Senior Consultant, Finance and Accounting, for Salo, Inc., and held positions of increasing responsibility at global CPA firms Ernst & Young and RSM McGladrey. Ms. Wirtz holds an active CPA license in the state of Minnesota.
Fiscal Third Quarter2022 Results
Net revenues in the third quarter of the Company’s fiscal year ending June 30, 2022 (“fiscal 2022”) increased 15.4% year-over-year to $10.1 million, from $8.8 million in the third quarter of the Company’s fiscal year ended June 30, 2021 (“fiscal 2021”), driven largely by 10.7% growth in the home care business which benefitted from a growth in referrals due to increased direct sales representative productivity. Field sales employees totaled 51 at the end of the third quarter of fiscal 2022, 42 of which were direct sales representatives, compared to 48 field sales employees and 39 direct sales representatives at the end of the third quarter of fiscal 2021. Sales force productivity remained strong during the quarter, with annualized home care revenue per direct sales representative at $943,000, above the Company’s targeted range of $800,000 to $900,000.
Institutional revenue declined 11.5% to $0.4 million in the third quarter of fiscal 2022, primarily due to lower capital sales compared to the same period in fiscal 2021. Distributor revenue increased 395.2% to $0.5 million in the third quarter of fiscal 2022 from $0.1 million in the same period a year ago, primarily due to increased demand from one of our key distribution partners. International revenue increased 157.9% to $0.2 million in the third quarter of fiscal 2022.
Gross profit in the third quarter of fiscal 2022 increased to $7.7 million, or 76.4% of net revenues, from $6.7 million, or 76.3% of net revenues, in the third quarter of fiscal 2021, as rising raw material and shipping costs were offset by higher Medicare allowable pricing, increased operational efficiencies and operating leverage on higher revenue.
Operating income totaled $0.9 million in the third quarter of fiscal 2022, compared to $0.2 million in the third quarter of fiscal 2021. The higher operating income was driven by 15.4% revenue growth compared to prior year, partially offset by increased strategic investment in sales, general and administrative costs.
Net income for the third quarter of fiscal 2022 was $0.6 million, or $0.07 per diluted share, compared to $0.2 million, or $0.03 per diluted share, in the third quarter of fiscal 2021.
As of March 31, 2022, Electromed had $9.8 million in cash, $19.6 million in accounts receivable, working capital of $28.0 million and total shareholders’ equity of $34.0 million
Webcast and ConferenceCall Information
Electromed will host a conference call at 5:00 p.m. Eastern Time today, May 10, 2022. Interested parties may participate in the call by dialing (877) 407-0789 (Domestic) or (201) 689-8562 (International), and using pin number 13729193.
The call will be webcast live and will be available for replay in the Investor Relations section of Electromed’s web site at investors.smartvest.com.
About Electromed,Inc.
Electromed, Inc. manufactures, markets, and sells products that provide airway clearance therapy, including the SmartVest^®^ Airway Clearance System, to patients with compromised pulmonary function. The Company is headquartered in New Prague, Minnesota, and was founded in 1992. Further information about the Company can be found at www.smartvest.com.
Cautionary Statements
Certain statements in this press release constitute forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can generally be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “may,” “plan” “potential,” “should,” “will,” and similar expressions, including the negative of these terms, but they are not the exclusive means of identifying such statements. Forward-looking statements cannot be guaranteed, and actual results may vary materially due to the uncertainties and risks, known or unknown associated with such statements. Examples of risks and uncertainties for the Company include, but are not limited to, the duration, extent and severity of the COVID-19 pandemic, including its effects on our business, operations and employees as well as its impact on our customers and distribution channels and on economies and markets more generally; the competitive nature of our market; changes to Medicare, Medicaid, or private insurance reimbursement policies; changes to state and federal health care laws; changes affecting the medical device industry; our ability to develop new sales channels for our products such as the homecare distributor channel; our need to maintain regulatory compliance and to gain future regulatory approvals and clearances; new drug or pharmaceutical discoveries; general economic and business conditions; our ability to renew our line of credit or obtain additional credit as necessary; our ability to protect and expand our intellectual property portfolio; the risks associated with expansion into international markets; the risks associated with cyberattacks, data breaches, computer viruses and other similar security threats, as well as other factors we may describe from time to time in the Company’s reports filed with the Securities and Exchange Commission (including the Company’s most recent Annual Report on Form 10-K, as amended from time to time, and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K). Investors should not consider any list of such factors to be an exhaustive statement of all the risks, uncertainties or potentially inaccurate assumptions investors should take into account when making investment decisions. Shareholders and other readers should not place undue reliance on “forward-looking statements,” as such statements speak only as of the date of this press release. We undertake no obligation to update them in light of new information or future events.
Contacts
Mike MacCourt, Chief Financial Officer
(952) 758-9299
investorrelations@electromed.com
Mike Cavanaugh, Investor Relations
ICR Westwicke
(617) 877-9641
mike.cavanaugh@westwicke.com
Source: Electromed, Inc.
Financial TablesFollow
Electromed, Inc.
Condensed Balance Sheets
| June 30, 2021 | |||
|---|---|---|---|
| Assets | |||
| Current Assets | |||
| Cash and cash equivalents | 9,844,000 | $ | 11,889,000 |
| Accounts receivable (net of allowances for doubtful accounts of 45,000) | 19,614,000 | 17,032,000 | |
| Contract assets | 295,000 | 393,000 | |
| Inventories | 2,089,000 | 2,114,000 | |
| Prepaid expenses and other current assets | 991,000 | 276,000 | |
| Income tax receivable | 155,000 | - | |
| Total current assets | 32,988,000 | 31,704,000 | |
| Property and equipment, net | 4,309,000 | 3,605,000 | |
| Finite-life intangible assets, net | 611,000 | 663,000 | |
| Other assets | 77,000 | 88,000 | |
| Deferred income taxes | 1,034,000 | 1,049,000 | |
| Total assets | 39,019,000 | $ | 37,109,000 |
| Liabilities and Shareholders’ Equity | |||
| Current Liabilities | |||
| Accounts payable | 1,163,000 | 685,000 | |
| Accrued compensation | 2,301,000 | 2,474,000 | |
| Income tax payable | - | 288,000 | |
| Warranty reserve | 938,000 | 940,000 | |
| Other accrued liabilities | 564,000 | 252,000 | |
| Total current liabilities | 4,966,000 | 4,639,000 | |
| Other long-term liabilities | 43,000 | 54,000 | |
| Total liabilities | 5,009,000 | 4,693,000 | |
| Commitments and Contingencies | |||
| Shareholders’ Equity | |||
| Common stock, 0.01 par value per share, 13,000,000 shares authorized; 8,508,788 and 8,533,209 shares issued and outstanding, respectively | 85,000 | 85,000 | |
| Additional paid-in capital | 18,042,000 | 17,409,000 | |
| Retained earnings | 15,883,000 | 14,922,000 | |
| Total shareholders’ equity | 34,010,000 | 32,416,000 | |
| Total liabilities and shareholders’ equity | 39,019,000 | $ | 37,109,000 |
All values are in US Dollars.
Electromed, Inc.
Condensed Statements of Operations(Unaudited)
| Three Months Ended<br> March 31, | Nine Months Ended<br> March 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||
| Net revenues | $ | 10,141,000 | $ | 8,787,000 | $ | 30,390,000 | $ | 26,287,000 |
| Cost of revenues | 2,398,000 | 2,086,000 | 7,066,000 | 5,913,000 | ||||
| Gross profit | 7,743,000 | 6,701,000 | 23,324,000 | 20,374,000 | ||||
| Operating expenses | ||||||||
| Selling, general and administrative | 6,544,000 | 6,051,000 | 19,806,000 | 16,490,000 | ||||
| Research and development | 336,000 | 407,000 | 1,041,000 | 1,396,000 | ||||
| Total operating expenses | 6,880,000 | 6,458,000 | 20,847,000 | 17,886,000 | ||||
| Operating income | 863,000 | 243,000 | 2,477,000 | 2,488,000 | ||||
| Interest income, net | 6,000 | 10,000 | 21,000 | 29,000 | ||||
| Net income before income taxes | 869,000 | 253,000 | 2,498,000 | 2,517,000 | ||||
| Income tax expense | 224,000 | 29,000 | 576,000 | 555,000 | ||||
| Net income | $ | 645,000 | $ | 224,000 | $ | 1,922,000 | $ | 1,962,000 |
| Income per share: | ||||||||
| Basic | $ | 0.08 | $ | 0.03 | $ | 0.23 | $ | 0.23 |
| Diluted | $ | 0.07 | $ | 0.03 | $ | 0.22 | $ | 0.22 |
| Weighted-average common shares outstanding: | ||||||||
| Basic | 8,454,504 | 8,576,523 | 8,485,856 | 8,565,839 | ||||
| Diluted | 8,744,535 | 8,907,045 | 8,762,963 | 8,921,494 |
Electromed, Inc.
Condensed Statements of CashFlows (Unaudited)
| Nine months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| Cash Flows From Operating Activities | ||||||
| Net income | $ | 1,922,000 | $ | 1,962,000 | ||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
| Depreciation | 368,000 | 359,000 | ||||
| Amortization of finite-life intangible assets | 105,000 | 99,000 | ||||
| Share-based compensation expense | 703,000 | 756,000 | ||||
| Deferred income taxes | 15,000 | 102,000 | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | (2,582,000 | ) | (3,296,000 | ) | ||
| Contract assets | 98,000 | 345,000 | ||||
| Inventories | 9,000 | 839,000 | ||||
| Prepaid expenses and other current assets | (519,000 | ) | (69,000 | ) | ||
| Income tax receivable | (443,000 | ) | 8,000 | |||
| Accounts payable and accrued liabilities | 550,000 | 350,000 | ||||
| Accrued compensation | (173,000 | ) | 869,000 | |||
| Net cash provided by operating activities | 53,000 | 2,324,000 | ||||
| Cash Flows From Investing Activities | ||||||
| Investment in property and equipment | (980,000 | ) | (105,000 | ) | ||
| Investment in finite-life intangible assets | (86,000 | ) | (103,000 | ) | ||
| Net cash used in investing activities | (1,066,000 | ) | (208,000 | ) | ||
| Cash Flows From Financing Activities | ||||||
| Issuance of common stock upon exercise of options | - | 46,000 | ||||
| Taxes paid on stock options exercised on a net basis | (70,000 | ) | (141,000 | ) | ||
| Repurchase of common stock | (962,000 | ) | - | |||
| Net cash used in financing activities | (1,032,000 | ) | (95,000 | ) | ||
| Net (decrease) increase in cash | (2,045,000 | ) | 2,021,000 | |||
| Cash And Cash Equivalents | ||||||
| Beginning of period | 11,889,000 | 10,479,000 | ||||
| End of period | $ | 9,844,000 | $ | 12,500,000 |