Equibles

10-Q

Electromed, Inc. (ELMD)

10-Q 2022-05-10 For: 2022-03-31
View Original
Added on April 07, 2026

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-Q

(Mark One)
☑ QUARTERLY<br> REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934<br><br> <br><br><br> <br>For<br> the quarterly period ended March 31, 2022
☐ TRANSITION<br> REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934<br><br> <br><br><br> <br>For<br> the transition period from                  to                   .<br><br> <br><br><br> <br>Commission<br> File No.: 001-34839
Electromed, Inc.
---
(Exact<br> Name of Registrant as Specified in its Charter)
Minnesota 41-1732920
--- ---
(State<br> or other jurisdiction of incorporation or organization) (I.R.S.<br> Employer Identification No.)
500 Sixth Avenue NW<br><br> <br>New Prague, Minnesota 56071
(Address<br> of principal executive offices) (Zip<br> Code)
(952) 758-9299
---
(Registrant’s<br> telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $0.01 par value ELMD NYSE American LLC
(Title<br> of each class) (Trading<br> Symbol(s)) (Name<br> of each exchange on which registered)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large<br> accelerated filer ☐ Accelerated<br> filer ☐
Non-accelerated<br> filer ☑ Smaller<br> reporting company ☑<br><br> <br><br><br> <br>Emerging<br> 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

There

were 8,513,035 shares of Electromed, Inc. common stock, par value $0.01 per share, outstanding as of the close of business on May 6, 2022.

Electromed,

Inc.

Index

to Quarterly Report on Form 10-Q

Page
PART<br> I – FINANCIAL INFORMATION
Item<br> 1. Financial Statements 1
Item<br> 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 12
Item<br> 3. Quantitative and Qualitative Disclosures About Market Risk 19
Item<br> 4. Controls and Procedures 19
PART II – OTHER INFORMATION
Item<br> 1. Legal Proceedings 19
Item<br> 1A. Risk Factors 19
Item<br> 2. Unregistered Sales of Equity Securities and Use of Proceeds 20
Item<br> 3. Defaults Upon Senior Securities 20
Item<br> 4. Mine Safety Disclosures 20
Item<br> 5. Other Information 20
Item<br> 6. Exhibits 20 
i

PART

I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Electromed,

Inc.

Condensed

Balance Sheets

June<br> 30, 2021
Assets
Current<br> Assets
Cash<br> and cash equivalents 9,844,000 $ 11,889,000
Accounts<br> receivable (net of allowances for doubtful accounts of 45,000) 19,614,000 17,032,000
Contract<br> assets 295,000 393,000
Inventories 2,089,000 2,114,000
Prepaid<br> expenses and other current assets 991,000 276,000
Income<br> tax receivable 155,000 -
Total<br> current assets 32,988,000 31,704,000
Property<br> and equipment, net 4,309,000 3,605,000
Finite-life<br> intangible assets, net 611,000 663,000
Other<br> assets 77,000 88,000
Deferred<br> income taxes 1,034,000 1,049,000
Total<br> assets 39,019,000 $ 37,109,000
Liabilities<br> and Shareholders’ Equity
Current<br> Liabilities
Accounts<br> payable 1,163,000 685,000
Accrued<br> compensation 2,301,000 2,474,000
Income<br> tax payable - 288,000
Warranty<br> reserve 938,000 940,000
Other<br> accrued liabilities 564,000 252,000
Total<br> current liabilities 4,966,000 4,639,000
Other<br> long-term liabilities 43,000 54,000
Total<br> liabilities 5,009,000 4,693,000
Commitments<br> and Contingencies
Shareholders’<br> Equity
Common<br> 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<br> paid-in capital 18,042,000 17,409,000
Retained<br> earnings 15,883,000 14,922,000
Total<br> shareholders’ equity 34,010,000 32,416,000
Total<br> liabilities and shareholders’ equity 39,019,000 $ 37,109,000

All values are in US Dollars.

See Notes to Condensed Financial Statements (Unaudited).

1

Electromed,

Inc.

Condensed

Statements of Operations (Unaudited)

Three<br> Months Ended<br> March 31, Nine<br> Months Ended<br> March 31,
2022 2021 2022 2021
Net<br> revenues $ 10,141,000 $ 8,787,000 $ 30,390,000 $ 26,287,000
Cost<br> of revenues 2,398,000 2,086,000 7,066,000 5,913,000
Gross<br> profit 7,743,000 6,701,000 23,324,000 20,374,000
Operating<br> expenses
Selling,<br> general and administrative 6,544,000 6,051,000 19,806,000 16,490,000
Research<br> and development 336,000 407,000 1,041,000 1,396,000
Total<br> operating expenses 6,880,000 6,458,000 20,847,000 17,886,000
Operating<br> income 863,000 243,000 2,477,000 2,488,000
Interest<br> income, net 6,000 10,000 21,000 29,000
Net<br> income before income taxes 869,000 253,000 2,498,000 2,517,000
Income<br> tax expense 224,000 29,000 576,000 555,000
Net<br> income $ 645,000 $ 224,000 $ 1,922,000 $ 1,962,000
Income<br> per share:
Basic $ 0.08 $ 0.03 $ 0.23 $ 0.23
Diluted $ 0.07 $ 0.03 $ 0.22 $ 0.22
Weighted-average<br> 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

See Notes to Condensed Financial Statements (Unaudited).

2

Electromed,

Inc.

Condensed

Statements of Cash Flows (Unaudited)

Nine Months Ended<br> <br>March 31,
2022 2021
Cash<br> Flows From Operating Activities
Net<br> income $ 1,922,000 $ 1,962,000
Adjustments<br> to reconcile net income to net cash provided by operating activities:
Depreciation 368,000 359,000
Amortization<br> of finite-life intangible assets 105,000 99,000
Share-based<br> compensation expense 703,000 756,000
Deferred<br> income taxes 15,000 102,000
Changes<br> in operating assets and liabilities:
Accounts<br> receivable (2,582,000 ) (3,296,000 )
Contract<br> assets 98,000 345,000
Inventories 9,000 839,000
Prepaid<br> expenses and other current assets (519,000 ) (69,000 )
Income<br> tax receivable (443,000 ) 8,000
Accounts<br> payable and accrued liabilities 550,000 350,000
Accrued<br> compensation (173,000 ) 869,000
Net<br> cash provided by operating activities 53,000 2,324,000
Cash<br> Flows From Investing Activities
Investment<br> in property and equipment (980,000 ) (105,000 )
Investment<br> in finite-life intangible assets (86,000 ) (103,000 )
Net<br> cash used in investing activities (1,066,000 ) (208,000 )
Cash<br> Flows From Financing Activities
Issuance<br> of common stock upon exercise of options - 46,000
Taxes<br> paid on stock options exercised on a net basis (70,000 ) (141,000 )
Repurchase<br> of common stock (962,000 ) -
Net<br> cash used in financing activities (1,032,000 ) (95,000 )
Net<br> (decrease) increase in cash (2,045,000 ) 2,021,000
Cash<br> And Cash Equivalents
Beginning<br> of period 11,889,000 10,479,000
End<br> of period $ 9,844,000 $ 12,500,000

See Notes to Condensed Financial Statements (Unaudited).

3

Electromed,

Inc.

Condensed

Statements of Shareholders’ Equity (Unaudited)

Common<br> Stock Additional<br> Paid- Retained Total<br> Shareholders’
Shares Amount in<br> Capital Earnings Equity
Balance<br> at June 30, 2020 8,567,834 $ 86,000 $ 16,480,000 $ 13,684,000 $ 30,250,000
Net<br> income - - - 535,000 535,000
Issuance<br> of restricted stock 19,090 - - - -
Issuance<br> of common stock upon exercise of options 19,256 - - - -
Taxes<br> paid on stock options exercised on a net basis - - (120,000 ) - (120,000 )
Share-based<br> compensation expense - - 191,000 - 191,000
Balance<br> at September 30, 2020 8,606,180 86,000 16,551,000 14,219,000 30,856,000
Net<br> income - - - 1,204,000 1,204,000
Issuance<br> of restricted stock 18,000 - - - -
Issuance<br> of common stock upon exercise of options 10,865 - 46,000 - 46,000
Taxes<br> paid on stock options exercised on a net basis - - (10,000 ) - (10,000)
Share-based<br> compensation expense - - 239,000 - 239,000
Balance<br> at December 31, 2020 8,635,045 86,000 16,826,000 15,423,000 32,335,000
Net<br> income - - - 224,000 224,000
Issuance<br> of restricted stock - - - - -
Issuance<br> of common stock upon exercise of options 2,375 - - - -
Taxes<br> paid on stock options exercised on a net basis - - (11,000 ) - (11,000 )
Share-based<br> compensation expense - - 326,000 - 326,000
Balance<br> at March 31, 2021 8,637,420 $ 86,000 $ 17,141,000 $ 15,647,000 $ 32,874,000
Common<br> Stock Additional<br> Paid- Retained Total<br> Shareholders’
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Shares Amount in<br> Capital Earnings Equity
Balance<br> at June 30, 2021 8,533,209 $ 85,000 $ 17,409,000 $ 14,922,000 $ 32,416,000
Net<br> income - - - 439,000 439,000
Issuance<br> of restricted stock 25,900 - - - -
Issuance<br> of common stock upon exercise of options 10,530 1,000 - - 1,000
Taxes<br> paid on stock options<br>exercised on a net basis - - (64,000 ) - (64,000 )
Share-based<br> compensation expense - - 249,000 - 249,000
Balance<br> at September 30, 2021 8,569,639 86,000 17,594,000 15,361,000 33,041,000
Net<br> income - - - 838,000 838,000
Issuance<br> of restricted  stock 18,000 - - - -
Issuance<br> of common stock upon<br>exercise of options 1,387 - - - -
Taxes<br> paid on stock options exercised on a net basis - - (6,000 ) - (6,000 )
Share-based<br> compensation expense - - 277,000 - 277,000
Repurchase<br> of common stock (55,687 ) (1,000 ) - (662,000 ) (663,000 )
Balance<br> at December 31, 2021 8,533,339 $ 85,000 $ 17,865,000 $ 15,537,000 $ 33,487,000
Net<br> income - - - 645,000 645,000
Issuance<br> of restricted  stock - - - - -
Issuance<br> of common stock upon<br>exercise of options - - - - -
Taxes<br> paid on stock options exercised on a net basis - - - - -
Share-based<br> compensation expense - - 177,000 - 177,000
Repurchase<br> of common stock (24,551 ) - - (299,000 ) (299,000 )
Balance<br> at March 31, 2022 8,508,788 $ 85,000 $ 18,042,000 $ 15,883,000 $ 34,010,000

See Notes to Condensed Financial Statements (Unaudited).

4

Electromed,

Inc.

Notes

to Condensed Financial Statements

(Unaudited)

Note

  1. Interim Financial Reporting

Basis

of presentation: Electromed, Inc. (the “Company”) develops, manufactures and markets innovative airway clearance products that apply High Frequency Chest Wall Oscillation (“HFCWO”) therapy in pulmonary care for patients of all ages. The Company markets its products in the U.S. to the home health care and institutional markets for use by patients in personal residences, hospitals and clinics. The Company also sells internationally both directly and through distributors. International sales were $432,000 and $297,000 for the nine months ended March 31, 2022 and 2021, respectively. Since its inception, the Company has operated in a single industry segment: developing, manufacturing and marketing medical equipment.

The accompanying unaudited Condensed Financial Statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial statements and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. In the opinion of management, the accompanying unaudited Condensed Financial Statements reflect all adjustments consisting of normal recurring adjustments necessary for a fair presentation of the Company’s financial position and results of operations as required by Regulation S-X. Interim results of operations are not necessarily indicative of the results that may be achieved for the full year. The financial statements and related notes do not include all information and footnotes required by U.S. GAAP for annual reports. This interim report should be read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021 (“fiscal 2021”).

Impacts of COVID-19 on the Company’s business:

The impact of the COVID-19 pandemic on the Company’s business remains uncertain, and its effects on our operational and financial performance will depend in large part on future developments, which cannot be reasonably estimated at this time. Such future developments include, but are not limited to, the duration, scope and severity of the COVID-19 pandemic in geographic areas where the Company operates or in which its patients live, actions taken to contain or mitigate its impact, the impact on governmental healthcare programs and budgets, the development and distribution of treatments or vaccines, and the resumption of widespread economic activity. Due to the inherent uncertainty of the unprecedented and rapidly evolving situation, the Company is unable to predict with confidence the likely impact of the COVID-19 pandemic on its future operations. For a more detailed discussion, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2 of this Quarterly Report on Form 10-Q.

A summary of the Company’s significant accounting policies follows:

Useof estimates. Management uses estimates and assumptions in preparing the unaudited Condensed Financial Statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were used. The Company believes the critical accounting policies that require the most significant assumptions and judgments in the preparation of its unaudited Condensed Financial Statements include revenue recognition and the related estimation of variable consideration, inventory valuation, share-based compensation and warranty reserve.

Netincome per common share. Net income is presented on a per share basis for both basic and diluted common shares. Basic net income per common share is computed using the weighted average number of common shares outstanding during the period, excluding any restricted stock awards which have not vested. The diluted net income per common share calculation includes outstanding restricted stock grants and assumes that all stock options were exercised and converted into common stock at the beginning of the period unless their effect would be anti-dilutive. Common stock equivalents excluded from the calculation of diluted earnings per share because their impact was anti-dilutive were 102,435 and 52,017 for the three months ended March 31, 2022 and 2021, respectively, and were 112,427 and 52,017 for the nine months ended March 31, 2022 and 2021, respectively.

5

Note 2. Revenues

Revenue is measured based on consideration specified in the contract with a customer, adjusted for any applicable estimates of variable consideration and other factors affecting the transaction price, including consideration paid or payable from customers and significant financing components. Revenue from all customers is recognized when a performance obligation is satisfied by transferring control of a distinct good or service to a customer, as further described below under Performance obligations and transaction price.

Individual promised goods and services in a contract are considered a performance obligation and accounted for separately if the individual good or service is distinct (i.e., the customer can benefit from the good or service on its own or with other resources that are readily available to the customer and the good or service is separately identifiable from other promises in the arrangement). If an arrangement includes multiple performance obligations, the consideration is allocated between the performance obligations in proportion to their estimated standalone selling price, unless discounts or variable consideration is attributable to one or more but not all the performance obligations. Costs related to products delivered are recognized in the period incurred, unless criteria for capitalization of costs under Accounting Standards Codification (“ASC”) 340-40, “Other Assets and Deferred Costs” (“ASC 340”), or other applicable guidance are met.

The Company includes shipping and handling fees in net revenues. Shipping and handling costs associated with the shipment of the Company’s SmartVest® Airway Clearance System (“SmartVest System”) after control has transferred to a customer are accounted for as a fulfillment cost and are included in cost of revenues in the Condensed Statements of Operations.

The timing of revenue recognition, billings and cash collections results in accounts receivable on the Condensed Balance Sheets as further described below under Accounts receivable and Contract assets.

Disaggregationof revenues. In the following table, net revenues are disaggregated by market:

Schedule of disaggregated revenue

Three<br> Months Ended <br><br>March 31, Nine<br> Months Ended<br><br> March 31,
2022 2021 2022 2021
Home<br> care $ 9,033,000 $ 8,163,000 $ 27,721,000 $ 24,529,000
Institutional 392,000 443,000 1,174,000 1,029,000
Home<br> care distributor 520,000 105,000 1,063,000 432,000
International 196,000 76,000 432,000 297,000
Total $ 10,141,000 $ 8,787,000 $ 30,390,000 $ 26,287,000

In the following table, net home care revenue is disaggregated by payer type:

**** Three Months Ended March 31, Nine Months Ended March 31,
2022 2021 2022 2021
Commercial $ 3,358,000 $ 3,111,000 $ 10,738,000 $ 9,212,000
Medicare 5,027,000 4,622,000 15,603,000 14,224,000
Medicaid 373,000 316,000 790,000 669,000
Other 275,000 114,000 590,000 424,000
Total $ 9,033,000 $ 8,163,000 $ 27,721,000 $ 24,529,000

Revenues in the Company’s home care, home care distributor, and international markets are recognized at a point-in-time when control passes to the customer upon product shipment or delivery. Revenues in the Company’s institutional market include revenue recognized at a point-in-time upon shipment or delivery as well as revenue recognized over time under operating leases.

Performanceobligations and transaction price. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account under ASC 606, “Revenue From Contracts With Customers” (“ASC 606”). A contract’s transaction price is allocated to each distinct performance obligation in proportion to the standalone selling price for each and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s performance obligations and the timing or method of revenue recognition in each of the Company’s markets are discussed below:

Homecare market. In the Company’s home care market, its customers are patients who use the SmartVest System. The various models of the SmartVest System are comprised of three main components - a generator, a vest and a connecting hose - that are sold together as an integrated unit. Accordingly, in contracts within the home care market, the Company regards the SmartVest System to be a single performance obligation.

6

The Company makes available to its home care patients limited post-sale services that are not material in the context of the contracts, either individually or taken together, and therefore does not consider them to be performance obligations. The costs associated with the services are accrued and expensed when the related revenues are recognized. As such, transactions in the home care market consist of a single performance obligation: the SmartVest System.

Home care patients generally will rely on third-party payers, including commercial payers and governmental payers such as Medicare, Medicaid and the U.S. Department of Veterans Affairs to cover and reimburse all or part of the cost of the SmartVest System. The third-party payers’ reimbursement programs fall into three types, distinguished by the differences in the timing of payments from the payer, consisting of either (i) outright sale, in which payment is received from the payer based on standard terms, (ii) capped installment sale, under which the SmartVest System is sold for a series of payments that are capped not to exceed a prescribed or negotiated amount over a period of time or (iii) installment sale, under which the SmartVest System is paid for over a period of several months as long as the patient continues to use the SmartVest System.

Regardless of the type of transaction, provided criteria for an enforceable contract are met, it is the Company’s long- standing business practice to regard all home care agreements as transferring control to the patient upon shipment or delivery, in spite of possible payment cancellation under government or commercial programs where the payer is controlling the payment over specified time periods. For home care sales that feature installment payments, the ultimate amount of consideration received from Medicare, Medicaid or commercial payers can be significantly less than expected if the contract is terminated due to changes in the patient’s status, including insurance coverage, hospitalization, death or otherwise becoming unable to use the SmartVest System. However, once delivered to a patient who needs the SmartVest System, the patient is under no obligation to return the SmartVest System should payments be terminated as a result of the described contingencies. As a result, the Company’s product sales qualify for point-in-time revenue recognition. Control transfers to the patient, and revenue is recognized, upon shipment of the SmartVest System. At this point, physical possession and the significant risks and rewards of ownership are transferred to the patient and either a current or future right to payment is triggered, as further discussed under Accounts receivable and Contractassets below.

The Company’s contractually stated transaction prices in the home care market are generally set by the terms of the contracts negotiated with insurance companies or by government programs. The transaction price for the Company’s products may be further impacted by variable consideration. ASC 606 requires the Company to adjust the transaction price at contract inception and throughout the contract duration for the estimated value of payments to be received from insurance payers based on historical experience and other available information, subject to the constraint on estimates of variable consideration. Transactions requiring estimates of variable consideration primarily include (i) capped installment payments, which are subject to the third-party payer’s termination due to changes in insurance coverage, death or the patient’s discontinued use of the SmartVest System, (ii) contracts under appeal and (iii) patient responsibility amounts for deductibles, coinsurance, copays and other similar payments.

Although estimates may be made on a contract-by-contract basis, whenever possible, the Company uses all available information, including historical collection patterns, to estimate variable consideration for portfolios of contracts. The Company’s estimates of variable consideration consist of amounts it may receive from insurance providers in excess of its initial revenue estimate due to patients meeting deductibles or coinsurance during the payment duration, changes to a patient’s insurance status, changes in an insurance allowable, claims in appeals with Medicare and amounts received directly from patients for their allowable or coinsurance. The Company believes it has representative historical information to estimate the amount of variable consideration in relevant portfolios considering the significant experience it has with each portfolio and the similarity of patient accounts within a portfolio. The analysis includes steps to ensure that revenue recognized on a portfolio basis does not result in a material difference when compared with an individual contract approach. The Company also leverages its historical experience and all available relevant information for each portfolio of contracts to minimize the risk its estimates used to arrive at the transaction price will result in a significant reversal in the amount of cumulative revenue recognized when the uncertainty associated with the variable consideration is subsequently resolved. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur.

For example, for contracts in which the Company believes the criteria for reimbursement under government or commercial payer contracts have been met but for which coverage is unconfirmed or payments are under appeal, the Company has significant observable evidence of relatively consistent claims recovery experience over the prior three to five years. The Company believes the low volatility in historical claims approval rates for populations of patients whose demographics are similar to those of current patients provides reliable predictive value in arriving at estimates of variable consideration in such contracts. Similarly, historical payment trends for recovery of claims subject to payer installments and payments from patients have remained relatively consistent over the past five years. No significant changes in patient demographics or other relevant factors have occurred that would limit the predictive value of such payment trends in estimating variable consideration for current contracts. As a result, the Company believes its estimates of variable consideration are generally not subject to the risk of significant revenue reversal.

7

For each type of variable consideration discussed above, there are a large number of contracts with similar characteristics with a wide range of possible transaction prices. For that reason, the Company uses the probability-weighted expected value method provided under ASC 606 to estimate variable consideration.

The Company often receives payment from third-party payers for SmartVest System sales over a period of time that may exceed one year. Despite these extended payment terms, no significant financing component is deemed to exist because the purpose of such terms is not to provide financing to the patient, the payer or the Company. Rather, the extended payment terms are mandated by the government or commercial insurance programs; the fundamental purpose of which is to avoid paying the full purchase price of equipment that may potentially be used by the patient for only a short period of time.

Homecare distributors. Sales to distributors, who sell direct to patients, are made at fixed contract prices and may include tiered pricing structures or volume-based rebates which offer more favorable pricing once certain volumes are achieved per the negotiated contract. The distributor’s purchases accumulate to give the distributor a right to a higher discount on purchases in excess of the specified level within the contract period. As a result, to the extent the Company expects the distributor to exceed the specified volume of purchases in the annual period, it recognizes revenue at a blended rate based on estimated total annual volume and sales revenue. This effectively defers a portion of the transaction price on initial purchases below the specified volumes for recognition when the higher discount is earned on purchases in excess of specified volumes. Transfer of control of the products occurs upon shipment or delivery to the distributor, as applicable.

Institutionalmarket. The Company’s institutional sales are made to hospitals and home health care centers, pulmonary rehabilitation centers and other clinics. Sales to these institutions are negotiated with the individual institution or with group purchasing organizations, with payments received directly from the institution. No insurance reimbursement is involved. Generators are either sold or leased to the institutions and associated hoses and wraps (used in institutional settings rather than vests) are sold separately. Accordingly, each product is distinct and considered a separate performance obligation in sales to institutional customers. The agreements with institutions fall into two main types, distinguished by differences in the timing of transfer of control and timing of payments:

● Outright<br> sale – Under these transactions, the Company sells its products for a prescribed<br> or negotiated price. Transfer of control of the product, and associated revenue recognition,<br> occurs at the time of shipment and payment is made within normal credit terms, usually<br> thirty days.
● Wrap<br> usage agreements – Under these transactions, the Company provides a generator device<br> at no cost to the hospital in return for a fixed annual commitment to purchase consumable<br> wraps. These agreements are cancellable upon at least sixty days prior written notice<br> by either party. If cancelled, the generator is returned to the Company, where it can<br> be refurbished and used again at a later date. Revenue for the consumable wraps is recognized<br> when control transfers to the customer.
--- ---

Internationalmarket. Sales to international markets are made directly to a number of independent distributors at fixed contract prices that are not subject to further adjustments for variable consideration. Transfer of control of the products occurs upon shipment or delivery to the distributor, as applicable.

Productwarranty. The Company offers warranties on its products. These warranties are assurance-type warranties not sold on a standalone basis or are otherwise considered immaterial in the context of the contract, and therefore are not considered distinct performance obligations under ASC 606. The Company estimates the costs that may be incurred under its warranties and records a liability in the amount of such costs at the time the product is sold.

Accountsreceivable. The Company’s accounts receivable balance is comprised of amounts due from individuals, institutions and distributors. Balances due from individuals are typically remitted to the Company by third-party reimbursement agencies such as Medicare, Medicaid and private insurance companies. Accounts receivable are carried at amounts estimated to be received from patients under reimbursement arrangements with third-party payers. Accounts receivable are also net of an allowance for doubtful accounts. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition and credit history. Receivables are written off when deemed uncollectible.

8

Contractassets. Contract assets include amounts recognized as revenue that are estimates of variable consideration for Medicare appeals where the final determination of the insurance coverage amount is dependent on future approval of an appeal, or when the consideration due to the Company is dependent on a future event such as the patient meeting a deductible prior to the Company’s claim being processed by the payer. Contract assets are classified as current as amounts will turn into accounts receivable and be collected during the Company’s normal business operating cycle. Contract assets are reclassified to accounts receivable when the right to receive payment is unconditional.

Contractbalances. The following table provides significant changes in contract assets from contracts with customers:

Schedule of contract assets

Nine<br> Months Ended <br><br> March 31, 2022 Fiscal<br> Year Ended <br><br> June 30, 2021
Increase<br> (decrease) Increase<br> (decrease)
Contract<br> assets, beginning $ 393,000 $ 903,000
Reclassification<br> of contract assets to accounts receivable (169,000 ) (1,551,000 )
Contract<br> assets recognized 151,000 1,060,000
Decrease<br> as a result of changes in the estimate of amounts to be realized from payers, excluding amounts transferred to receivables<br> during the period (80,000 ) (19,000 )
Contract<br> assets, ending $ 295,000 $ 393,000

Incrementalcosts to obtain a contract. Sales incentives paid to sales representatives are eligible for capitalization as they are incremental costs that would not have been incurred without entering into a specific sales arrangement and are recoverable through the expected margin on the transaction. However, the recovery period is less than one year as the performance obligation is satisfied upon shipment or delivery. Consequently, the Company applies the practical expedient provided by ASC 340 and expenses sales incentives as incurred. These costs are included in selling, general and administrative expenses in the Condensed Statements of Operations.

Note 3. Inventories

The components of inventory were as follows:

Schedule of components of inventories

March<br> 31, 2022 June 30,<br> 2021
Parts<br> inventory $ 1,735,000 $ 1,779,000
Work<br> in process 102,000 23,000
Finished<br> goods 334,000 445,000
Estimated<br> inventory to be returned 205,000 167,000
Less:<br> Reserve for obsolescence (287,000 ) (300,000 )
Total $ 2,089,000 $ 2,114,000

Note 4. Warranty Reserve

The Company provides a lifetime warranty on its products to the prescribed patient for sales within the U.S. and a three-year warranty for all institutional sales and sales to individuals outside the U.S. The Company estimates the costs that may be incurred under its warranty and records a liability in the amount of such costs at the time the product is shipped. Factors that affect the Company’s warranty reserve include the number of units shipped, historical and anticipated rates of warranty claims, the product’s useful life and cost per claim. The Company periodically assesses the adequacy of its recorded warranty reserve and adjusts the amounts as necessary.

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Changes in the Company’s warranty reserve were as follows:

Schedule of changes in warranty liability

Nine<br> Months Ended <br><br> March 31, 2022 Fiscal<br> Year Ended <br><br> June 30, 2021
Warranty<br> reserve, beginning $ 940,000 $ 740,000
Accrual<br> for products sold 122,000 354,000
Expenditures<br> and costs incurred for warranty claims (124,000 ) (154,000 )
Warranty<br> reserve, ending $ 938,000 $ 940,000

Note 5. Income Taxes

Income

tax expense was estimated at $224,000 and $576,000 and the effective tax rate was 25.8% and 23.1% for the three and nine months ended March 31, 2022, respectively. Estimated income tax expense for the three and nine months ended March 31, 2022 includes a discrete tax benefit of $22,000 and $43,000, respectively, related to the exercise of stock options and other items.

Income

tax expense was estimated at $29,000 and $555,000 and the effective tax rate was 11.5% and 22.0% for the three and nine months ended March 31, 2021, respectively. Estimated income tax expense for the three months ended March 31, 2021 included a discrete tax benefit of $37,000 as a result of lower federal and state taxes than what was originally estimated in the Company’s tax provision for its fiscal year ended June 30, 2020. Estimated income tax expense for the nine months ended March 31, 2021 included such $37,000 discrete tax benefit as well as a $32,000 discrete tax benefit related to the exercise of stock options. The net impact of these discrete events decreased the estimated effective tax rates by 2.7% during the nine months ended March 31, 2021.

The Company is subject to U.S. federal and state income tax in multiple jurisdictions. With limited exceptions, years prior to the Company’s fiscal year ended 2019 are no longer open to U.S. federal, state or local examinations by taxing authorities. The Company is currently under examination by the Internal Revenue Service (the “IRS”) for the fiscal year ended June 30, 2020. To date, the IRS is continuing its examination process and no formal assessments have been issued. The Company is not under any current income tax examinations by any other state or local taxing authority. If any issues addressed in the Company’s tax audits are resolved in a manner not consistent with management’s expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs.

Note 6. Financing Arrangements

The Company has a credit facility that provides for a revolving line of credit. Effective December 17, 2021, the Company renewed its $2,500,000 revolving line of credit. There was no outstanding principal balance on the line of credit as of March 31, 2022, or June 30, 2021. Interest on borrowings under the line of credit, if any, accrues at the prime rate (3.50% at March 31, 2022) less 1.0% and is payable monthly. The amount eligible for borrowing on the line of credit is limited to the lesser of $2,500,000 or 57.0% of eligible accounts receivable and the line of credit expires on December 18, 2023, if not renewed before such date. At March 31, 2022, the maximum $2,500,000 was eligible for borrowing. Payment obligations under the line of credit, if any, are secured by a security interest in substantially all of the tangible and intangible assets of the Company.

The

documents governing the line of credit contain certain financial and nonfinancial covenants that include a minimum tangible net worth covenant of not less than $10,125,000 and restrictions on the Company’s ability to incur certain additional indebtedness or pay dividends.

Note 7. Share-Based Compensation

The

Company’s share-based compensation plans are described in Note 8 to the financial statements included in the Company’s Annual Report on Form 10-K for fiscal 2021. Share-based compensation expense was $703,000 and $756,000 for the nine months ended March 31, 2022 and 2021, respectively. This expense is included in selling, general and administrative expense in the Condensed Statements of Operations.

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Stock Options

Stock option transactions during the nine months ended March 31, 2022 are summarized as follows:

**** Number of Shares Weighted Average Exercise Price per Share
Outstanding<br> at June 30, 2021 468,049 $ 4.98
Granted 81,326 $ 11.52
Exercised (28,667 ) $ 5.45
Cancelled<br> or Forfeited (15,866 ) $ 11.30
Outstanding<br> at March 31, 2022 504,842 $ 5.81

The following assumptions were used to estimate the fair value of stock options granted:

Nine Months Ended<br> <br>March 31, 2022 Fiscal Year Ended<br> <br>June 30, 2021
Risk-free<br> interest rate 0.89<br> - 1.93% 0.31<br>- 0.59%
Expected<br> term (years) 6 6
Expected<br> volatility 56<br> - 64% 283<br>- 335%

The

intrinsic value of an option is the amount by which the fair value of the underlying stock exceeds its exercise price. At March 31, 2022, the weighted average remaining contractual term for all outstanding stock options was 5.6 years and the aggregate intrinsic value of the options was $3,437,000. Outstanding at March 31, 2022 were 504,842 stock options issued to employees, of which 380,881 were vested and exercisable and had an aggregate intrinsic value of $3,195,500. As of March 31, 2022, $364,900 of total unrecognized compensation expense related to stock options is expected to be recognized over a weighted-average period of approximately 2.2 years.

Restricted Stock

During the nine months ended March 31, 2022, the Company issued restricted stock awards to employees totaling 25,900 shares of common stock, with a vesting term of three years and a weighted average fair value of $11.35 per share, and to directors totaling 18,000 shares of common stock, with a vesting term of six months and a weighted average fair value of $12.09 per share. As of March 31, 2022, there were 69,403 shares of unvested restricted stock with a weighted average fair value of $11.87 per share outstanding .. As of March 31, 2022, $364,000 of total unrecognized compensation expense related to restricted stock awards is expected to be recognized over a weighted-average period of approximately

1.4

years.

Note 8. Commitments and Contingencies

The Company is occasionally involved in claims and disputes arising in the ordinary course of business. The Company insures certain business risks where possible to mitigate the financial impact of individual claims and establishes reserves for an estimate of any probable cost of settlement or other disposition.

On September 8, 2021, a state court putative class action lawsuit was filed in Minnesota against the Company asserting injury resulting from the previously announced data breach that impacted the Company’s customer protected health information and employee personal information and seeking compensatory damages, equitable relief and attorneys’ fees and costs. On October 6, 2021, the proceeding was removed to the District of Minnesota. The Company believes the plaintiff was not injured as a result of the data privacy incident, and, as a result, the claims are without merit. Accordingly, on November 11, 2021, the Company moved to dismiss the complaint in its entirety, and the hearing on such motion is currently set for May 2022. The Company expects to continue to vigorously defend the lawsuit; however, it is currently unable to determine the ultimate outcome or potential exposure to loss, if any.

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Item<br> 2. Management’s<br> Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited Condensed Financial Statements and related notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q, and our audited financial statements and related notes thereto included in Part II, Item 8 of our Annual Report on Form 10-K for the fiscal year ended June 30, 2021 (“fiscal 2021”).

Overview

Electromed, Inc. (“we,” “our,” “us,” “Electromed” or the “Company”) develops and provides innovative airway clearance products applying High Frequency Chest Wall Oscillation (“HFCWO”) technologies in pulmonary care for patients of all ages.

We manufacture, market and sell products that provide HFCWO, including the SmartVest® Airway Clearance System (“SmartVest System”) that includes our newest generation SmartVest SQL® and previous generation SV2100, and related products, to patients with compromised pulmonary function. The SmartVest SQL is smaller, quieter and lighter than our previous product, with enhanced programmability and ease of use. Our products are sold in both the home health care market and the institutional market for use by patients in hospitals, which we refer to as “institutional sales.” The SmartVest SQL has been sold in the domestic home care market since 2014. In 2015, we launched the SmartVest SQL into institutional and certain international markets. In June 2017, we announced the launch of the SmartVest SQL with SmartVest Connect™ wireless technology, which allows data connection between physicians and patients to track therapy performance and collaborate in treatment decisions. SmartVest Connect is currently available to pediatric and cystic fibrosis patients and was made available to certain targeted adult pulmonary clinics starting in November 2017. Since 2000, we have marketed the SmartVest System and its predecessor products to patients suffering from cystic fibrosis, bronchiectasis and repeated episodes of pneumonia. Additionally, we offer our products to a patient population that includes neuromuscular disorders such as cerebral palsy, muscular dystrophies, amyotrophic lateral sclerosis (“ALS”), the combination of emphysema and chronic bronchitis commonly known as chronic obstructive pulmonary disease (“COPD”), and patients with post-surgical complications or who are ventilator dependent or have other conditions involving excess secretion and impaired mucus transport.

The SmartVest System is often eligible for reimbursement from major private insurance providers, health maintenance organizations (“HMOs”), state Medicaid systems and the federal Medicare system, which we believe is an important consideration for patients considering an HFCWO course of therapy. For domestic sales, the SmartVest System may be reimbursed under the Medicare-assigned billing code (E0483) for HFCWO devices if the patient has cystic fibrosis, bronchiectasis (including chronic bronchitis or COPD that has resulted in a diagnosis of bronchiectasis) or any one of certain enumerated neuromuscular diseases, and can demonstrate that another less expensive physical or mechanical treatment did not adequately mobilize retained secretions. Private payers consider a variety of sources, including Medicare, as guidelines in setting their coverage policies and payment amounts.

Critical Accounting Estimates

For a description of our critical accounting policies, estimates and assumptions used in the preparation of our financial statements, including the unaudited Condensed Financial Statements in this Quarterly Report on Form 10-Q, see Note 1 to our unaudited Condensed Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q and Part II, Item 7, and Note 1 to our audited financial statements included in Part II, Item 8, of our Annual Report on Form 10-K for fiscal 2021.

Some of our accounting policies require us to exercise significant judgment in selecting the appropriate assumptions for calculating financial statements. Such judgments are subject to an inherent degree of uncertainty. Among other factors, these judgments are based upon our historical experience, known trends in our industry, terms of existing contracts and other information from outside sources, as appropriate. We believe the critical accounting policies that require the most significant assumptions and judgments in the preparation of our financial statements, including the unaudited Condensed Financial Statements contained in this Quarterly Report on Form 10-Q, include: revenue recognition and the estimation of variable consideration, inventory valuation, share-based compensation and warranty reserve.

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Impacts

of COVID-19 on Our Business and Operations

In March 2020, the World Health Organization designated COVID-19 as a global pandemic, and the U.S. Department of Health and Human Services designated COVID-19 as a public health emergency. The impact of the COVID-19 pandemic on our business remains uncertain, and its effects on our operational and financial performance will depend in part on future developments, which cannot be reasonably estimated at this time. Such future developments include, but are not limited to, the duration, scope and severity of the COVID-19 pandemic in geographic areas in which we operate or in which our patients live, actions taken to contain or mitigate its impact, the impact on governmental healthcare programs and budgets, the development and distribution of treatments or vaccines, and the resumption of widespread economic activity. Due to the inherent uncertainty of the unprecedented and evolving situation, we are unable to predict with confidence the likely impact of the COVID-19 pandemic on our future operations.

During the third quarter of our fiscal year ending June 30, 2022 (“fiscal 2022”), we continued to experience a reduction in the number of clinics allowing face-to-face access by our sales team as the number of infections relating to the Omicron variant of COVID-19 increased throughout most regions of the United States, and hospitals implemented additional safety protocols. Our sales team continued to utilize a hybrid sales process of virtual and face-to-face clinician interaction with strict adherence to specific clinic and healthcare system safety protocols, which we believe allowed them to drive stronger referral growth compared to the prior year period. During March 2022, we observed an improvement in clinic access and patient flow compared to earlier in the quarter, which we believe is likely a result of Omicron-related case reductions throughout most of the United States, resulting in a record high number of monthly referrals for our company.

We believe that the impact of the COVID-19 pandemic on our home care and institutional business will likely continue during the remainder of fiscal 2022. Our home care revenue for the three months ended March 31, 2022 has increased as compared to the three months ended March 31,2021; however, if COVID-19 infection rates increase and federal, state and local restrictions on commerce, stay-at-home orders or other restrictions on businesses are reinstated, we believe that such measures could have a material adverse effect on our business.

We observed increased changes to our supply chain timelines and increased raw material and shipping costs during the third quarter of fiscal 2022, but we have not experienced any disruptions that materially impacted product availability for our customers. We anticipate that raw material costs will increase in future quarters primarily relating to electronic components but may extend to other components as well. In certain instances, we have purchased key electronic materials in advance to ensure adequate future supply and mitigate the risk of supply chain disruption. It is possible that the COVID-19 pandemic could have a greater adverse impact on our supply chain in the future, including impacts associated with preventative and precautionary measures taken by other businesses and applicable governments. A reduction or interruption in any of our manufacturing processes could have a material adverse effect on our business. Any significant increases to our raw material or shipping costs could reduce our gross margins.

We have also taken measures to ensure the safety of our employees and to comply with applicable governmental orders. We consider our business to be essential under applicable governmental orders, primarily due to our role in manufacturing and supplying needed medical devices to patients with respiratory-related issues and have therefore continued to operate during the government restrictions put in place in response to the pandemic.

In response to the COVID-19 pandemic and the U.S. federal government’s declaration of a public health emergency, the Centers for Medicare & Medicaid Services (“CMS”) implemented a number of temporary rule changes and waivers to allow prescribers to best treat patients during the period of the public health emergency. These waivers became effective on March 1, 2020. Clinical indications and documentation typically required will not be enforced for respiratory-related products including the SmartVest System (solely with respect to Medicare patients). The minimum documentation now requires a valid order and documentation of a respiratory-related diagnosis. Face-to-face and in-person requirements for respiratory devices are being waived while the waiver is in place. The CMS waiver was recently extended in conjunction with the extension of the federal public health emergency for an additional 90-day period beginning April 16, 2022.

In September 2021, President Joe Biden signed an executive order directing executive departments and agencies to include a clause in all covered federal contracts to comply with guidance issued by the Safer Federal Workforce Task Force, which requires, among other things, covered federal contractor employees, including employees working remotely related to federal contracts, to be fully vaccinated, unless the employee is entitled to an accommodation. As a federal contractor to the U.S. Department of Veterans Affairs Federal Supply Schedule (“Veterans Administration”), we are subject to this regulation. In fiscal 2021, $557,000, or 1.6% of our total revenues, were attributable to the Veterans Administration, and we intend to leverage that business as a future growth opportunity; approximately 19 million U.S. veterans were served by the Veterans Administration healthcare system in calendar year 2020. During the three-month period ended December 31, 2021, we conducted a review process to ensure that we fully comply with the Safer Federal Workforce Task Force regulations. Through a concerted effort to increase vaccination rates among our workforce, we were able to achieve compliance with such regulations with minimal disruption.

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On December 7, 2021, President Biden’s executive order was enjoined nationwide, and the federal government is appealing that decision. Due to the injunction, the federal government announced on December 9, 2021 that it is taking no action to enforce the clause implementing the requirements of the executive order at this time. Although it is unclear whether the executive order will be upheld, we are well positioned to achieve compliance with the Safer Federal Workforce Task Force regulations if the executive order becomes enforceable in the future.

Results of Operations

Net Revenues

Net revenues for the three and nine months ended March 31, 2022 and 2021 are summarized in the table below.

Three<br> Months Ended  <br><br> March 31, Nine Months Ended<br> <br>March 31,
2022 2021 Increase<br> (Decrease) 2022 2021 Increase
Home<br> care $ 9,033,000 $ 8,163,000 $ 870,000 10.7 % $ 27,721,000 $ 24,529,000 $ 3,192,000 13.0 %
Institutional 392,000 443,000 (51,000 ) (11.5 %) 1,174,000 1,029,000 145,000 14.1 %
Home<br> care distributor 520,000 105,000 415,000 395.2 % 1,063,000 432,000 631,000 146.1 %
International 196,000 76,000 120,000 157.9 % 432,000 297,000 135,000 45.5 %
Total $ 10,141,000 $ 8,787,000 $ 1,354,000 15.4 % $ 30,390,000 $ 26,287,000 $ 4,103,000 15.6 %

Homecare revenue*.* Home care revenue for the three months ended March 31, 2022 was $9,033,000, representing an increase of $870,000, or 10.7%, compared to the same period in fiscal 2021. For the nine months ended March 31, 2022, home care revenue was $27,721,000, representing an increase of $3,192,000, or 13.0%, compared to the same period in fiscal 2021. The revenue increase compared to the prior year periods was primarily due to increases in referrals and approvals. The increase in referrals was primarily due to increased sales representative productivity driven by increased clinic access and patient flow, our sales team adapting to a hybrid virtual and face-to-face selling methodology, and benefits of the CMS waiver on the non-commercial Medicare portion of our home care revenue. Additionally, we also benefitted from a Medicare allowable rate increase that took effect on January 1, 2022. Annual Medicare rate increases for our device are linked closely to changes in the Urban Consumer Price Index.

The CMS waiver benefited the non-commercial Medicare portion of our home care revenue by increasing the number of referrals and the approval percentage for previously non-covered diagnoses. We believe that our ongoing sales team execution, along with the expected return to pre-COVID-19 levels of patient face-to-face engagement with physicians and clinic access for our sales team, has the potential to mitigate the impact of a CMS waiver expiration, which is currently set to expire in July 2022.

Institutionalrevenue. Institutional revenue for the three months ended March 31, 2022 was $392,000, representing a decrease of $51,000, or 11.5%, compared to the same period in fiscal 2021. For the nine months ended March 31, 2022, institutional revenue was $1,174,000, an increase of $145,000, or 14.1%, compared to the same period in fiscal 2021. For the three months ended March 31, 2022, the revenue decline was driven by lower capital purchases. Consumable volume growth during the period increased by 16.5% compared to the prior year period, reflecting increased consumable wrap usage in hospitals. The revenue increase for the nine months ended March 31, 2022 was due to increased capital purchases and stronger consumable volumes compared to the corresponding prior year periods, as hospitals resumed utilization of HFCWO protocols after reducing utilization early in the COVID-19 pandemic.

Homecare distributor revenue*.* Home care distributor revenue for the three months ended March 31, 2022 was $520,000, representing an increase of $415,000, or 395.2%, compared to the same period in fiscal 2021. For the nine months ended March 31, 2022, home care distributor revenue was $1,063,000, an increase of $631,000, or 146.1%, compared to the same period in fiscal 2021. The revenue increase in the current year periods was due to increased demand from one of our primary home care distribution partners. We began selling to a limited number of home medical equipment distributors during our fiscal year ended June 30, 2020, who in turn sell our SmartVest System in the U.S. home care market.

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Internationalrevenue*.* International revenue for the three months ended March 31, 2022 was $196,000, representing an increase of $120,000, or 157.9%, compared to the same period in fiscal 2021. For the nine months ended March 31, 2022, international revenue was $432,000, an increase of $135,000, or 45.5%, compared to the same period in fiscal 2021. International sales are affected by the timing of international distributor purchases that can cause significant fluctuations in reported revenue on a quarterly basis.

Gross profit

Gross profit increased to $7,743,000, or 76.4% of net revenues, for the three months ended March 31, 2022, from $6,701,000, or 76.3% of net revenues, in the same period in fiscal 2021. Gross profit increased to $23,324,000, or 76.7% of net revenues, for the nine months ended March 31, 2022, from $20,374,000, or 77.5% of net revenues, in the same period in fiscal 2021. For the nine months ended March 31, 2022, the decrease in gross profit as a percentage of net revenues compared to the prior year period was primarily due to higher raw material and shipping costs, partially offset by a Medicare allowable rate increase that took effect in January 2022, increased operational efficiencies and operating leverage on higher revenue.

Operating expenses

Selling,general and administrative expenses. Selling, general and administrative (“SG&A”) expenses were $6,544,000 and $19,806,000 for the three and nine months ended March 31, 2022, respectively, representing increases of $493,000 and $3,316,000, or 8.1% and 20.1%, respectively, compared to the same periods in the prior year.

Payroll and compensation-related expenses were $3,990,000 and $12,013,000 for the three and nine months ended March 31, 2022, respectively, representing increases of $152,000 and $1,444,000, or 4.0% and 13.7%, respectively, compared to the same periods in the prior year. The increase in the current year periods was primarily due to a higher average number of sales, sales support and marketing personnel, increased reimbursement personnel to process higher patient referrals, increased temporary resources to assist with systems infrastructure investments and increased incentive payments on higher home care revenue. We have also continued to provide regular merit-based increases for our employees and are regularly benchmarking our compensation ranges for new and existing employees to ensure we can hire and retain the talent needed to drive growth in our business. Field sales employees totaled 51, of which 42 were direct sales, as of March 31, 2022, compared to 48 as of March 31, 2021, of which 39 were direct sales.

Travel, meals and entertainment expenses were $580,000 and $1,810,000 for the three and nine months ended March 31, 2022, respectively, representing increases of $140,000 and $540,000, or 31.8% and 42.5%, respectively, compared to the same periods in the prior year. The increase in the three months ended March 31, 2022 was primarily due to our sales team resuming closer-to-normal levels of travel compared to the COVID-19 driven travel restrictions in the prior year periods and an increase in regional sales meetings that were cancelled in the prior year due to COVID-19. For the nine months ended March 31, 2022, we also held an in-person national sales meeting in August 2021 whereas the national sales meeting was held virtually the prior fiscal year due to COVID-19.

Total discretionary marketing expenses were $241,000 and $605,000 for the three and nine months ended March 31, 2022, respectively, representing decreases of $107,000 and $248,000, or 30.7% and 29.1%, respectively, compared to the same periods in the prior year. The decrease in the current year periods was primarily due to a shift to more cost-effective direct-to-consumer marketing investments.

Professional fees were $719,000 and $2,454,000 for the three and nine months ended March 31, 2022, respectively, representing increases of $19,000 and $768,000, or 2.7% and 45.6%, respectively, compared to the same periods in the prior year. Professional fees include services related to legal costs, shareowner services and reporting requirements, information technology technical support and consulting fees. For the nine months ended March 31, 2022, the increase in professional fees was primarily due to a shareholder activism matter, increased investment in our system infrastructure and increased clinical study costs. Our shareholder activism matter concluded with a cooperation agreement in September 2021, and we did not incur any shareholder activism costs during the three months ended March 31, 2022. We continue to make key investments in systems infrastructure including implementing a new enterprise resource planning (“ERP”) system, enhancing our customer relationship management system and further optimizing of the revenue cycle management system that was implemented in June 2021. We expect these system infrastructure investments will result in more efficient and scalable operational processes and provide enhanced analytics to drive business performance. We also expect to continue investing in our on-going clinical studies in order to continue building the body of evidence around positive outcomes from bronchiectasis patients using HFCWO/SmartVest therapy.

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Recruiting fees were $207,000 and $569,000 for the three and nine months ended March 31, 2022, respectively, representing increases of $124,000 and $358,000, or 149.4% and 169.7%, respectively, compared to the same periods in the prior year. The increase in recruiting fees is primarily due to increased recruiting for senior leadership and direct sales representative positions.

Insurance expenses were $337,000 and $972,000 for the three and nine months ended March 31, 2022, respectively, representing increases of $50,000 and $145,000, or 17.4% and 17.5%, respectively, compared to the same periods in the prior year. The increase in insurance expenses primarily relate to higher health insurance, director and officer insurance costs and cyber insurance costs.

Researchand development expenses. Research and development (“R&D”) expenses were $336,000 and $1,041,000 for the three and nine months ended March 31, 2022, respectively, representing decreases of $71,000 and $355,000, or 17.4% and 25.4%, respectively, compared to the same periods in the prior year. The decrease in the current-year periods was primarily due to reduced professional services costs associated with our next generation platform development. R&D expenses were 3.3% and 3.4% of revenue for the three and nine months ended March 31, 2022, respectively.

Interest income, net

Net interest income for the three and nine months ended March 31, 2022 was $6,000 and $21,000, respectively, compared to $10,000 and $29,000, respectively, in the comparable prior year periods. The decrease in the current year periods was primarily due to lower rates earned on our cash deposits and lower cash deposits in the bank compared to prior fiscal periods.

Income tax expense

Income tax expense was estimated at $224,000 and $576,000 and the effective tax rate was 25.8% and 23.1% for the three and nine months ended March 31, 2022, respectively. Estimated income tax expense for the three and nine months ended March 31, 2022 each include a discrete tax benefit of $22,000 and $43,000, respectively, related to the exercise of stock options and other items.

Income tax expense was estimated at $29,000 and $555,000 and the effective tax rate was 11.5% and 22.0% for the three and nine months ended March 31, 2021, respectively. Estimated income tax expense for the three months ended March 31, 2021 included a discrete tax benefit of $37,000 as a result of lower federal and state taxes than what was originally estimated in our fiscal year ended June 30, 2020 tax provision. Estimated income tax expense for the nine months ended March 31, 2021 included that $37,000 discrete tax benefit as well as a $32,000 discrete tax benefit related to the exercise of stock options. The net impact of these discrete events decreased the estimated effective tax rates by 2.7% during the nine months ended March 31, 2021.

Net income

Net income for the three and nine months ended March 31, 2022 was $645,000 and $1,922,000, respectively, compared to $224,000 and $1,962,000 for the same periods in the prior year. The increase in net income for the three months ended March 31, 2022 was driven by home care and distributor revenue growth, partially offset by increased strategic investments in SG&A and higher product costs. The decrease in net income for the nine months ended March 31, 2022 was due to increased strategic investments in SG&A, shareholder activism costs and higher product costs, partially offset by stronger home care and distributor revenue growth.

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Liquidity and Capital Resources

Cash Flows and Sources of Liquidity

CashFlows from Operating Activities

For the nine months ended March 31, 2022, net cash provided by operating activities was $53,000. Cash flows provided by operating activities consisted of net income of $1,922,000, non-cash expenses of $1,191,000, a decrease in inventory of $9,000, a decrease in contract assets of $98,000 and an increase in accounts payable and accrued liabilities of $550,000. These cash flows from operating activities were offset by an increase in accounts receivable of $2,582,000, an increase in prepaid expenses and other assets of $519,000, an increase in income tax receivable of $443,000 and a decrease in accrued compensation of $173,000. The increase in accounts receivable was primarily due to continued growth in the Medicare portion of our home care business, which has a 13-month payment cycle. Three distinct items have negatively impacted our operating cash flow for the nine months ended March 31, 2022, including tax payments on higher-than-expected fiscal 2021 net income, a one-time payout of accrued vacation balances as part of an enhancement to our paid time off policy, and increased prepayments to secure adequate supply of key raw material components. Our cash receipt collection remains strong, with the three months ended March 31, 2022 period having the highest cash receipt collections in our company’s history, building upon the prior record that was set in the previous quarter.

CashFlows from Investing Activities

For the nine months ended March 31, 2022, cash used in investing activities was $1,066,000. Cash used in investing activities consisted of $980,000 in expenditures for property and equipment and $86,000 in expenditures for patent costs. The investment in property and equipment primarily relates to our system infrastructure investments in an ERP system, customer relationship management system and revenue cycle management system, as well as tooling equipment for our next generation product.

CashFlows from Financing Activities

For the nine months ended March 31, 2022, cash used in financing activities was $1,032,000, which consisted of $962,000 used to repurchase shares of common stock, and $70,000 of taxes paid on net share settlements of stock option exercises.

Adequacy of Capital Resources

Our primary working capital requirements relate to adding employees to our sales force and support functions, continuing R&D efforts, IT infrastructure projects, and supporting general corporate needs, including financing equipment purchases and other capital expenditures incurred in the ordinary course of business. Based on our current operational performance, we believe our working capital of $28,022,000 and available borrowings under our existing credit facility will provide adequate liquidity during fiscal 2022.

Effective December 17, 2021, we renewed our credit facility, which provides us with a revolving line of credit. Interest on borrowings on the line of credit accrues at the prime rate (3.5% at March 31, 2022) less 1.0% and is payable monthly. There was no outstanding principal balance on the line of credit as of March 31, 2022 or June 30, 2021. The amount eligible for borrowing on the line of credit is limited to the lesser of $2,500,000 or 57.00% of eligible accounts receivable, and the line of credit expires on December 18, 2023, if not renewed before such date. At March 31, 2022, the maximum $2,500,000 was available under the line of credit. Payment obligations under the line of credit are secured by a security interest in substantially all of our tangible and intangible assets.

The documents governing our line of credit contain certain financial and nonfinancial covenants that include a minimum tangible net worth of not less than $10,125,000 and restrictions on our ability to incur certain additional indebtedness or pay dividends.

Any failure to comply with these covenants in the future may result in an event of default, which if not cured or waived, could result in the lender accelerating the maturity of our indebtedness, preventing access to additional funds under the line of credit, requiring prepayment of outstanding indebtedness, or refusing to renew the line of credit. If the maturity of the indebtedness is accelerated or the line of credit is not renewed, sufficient cash resources to satisfy the debt obligations may not be available and we may not be able to continue operations as planned. If we are unable to repay such indebtedness, the lender could foreclose on these assets.

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For the nine months ended March 31, 2022 and 2021, we spent $980,000 and $105,000, respectively, on property and equipment. We currently expect to finance planned equipment purchases with available working capital, cash flows from operations or borrowings under our credit facility. We may need to incur additional debt if we have an unforeseen need for additional capital equipment or if our operating performance does not generate adequate cash flows.

Cautionary Note Regarding Forward-Looking Statements

Statements contained in this Quarterly Report on Form 10-Q that are not statements of historical fact should be considered forward-looking statements within the meaning of the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward- looking statements include, but are not limited to, statements regarding: the expected impact of the COVID-19 pandemic on our business; our business strategy, including our intended level of investment in R&D and marketing activities; our expectations with respect to earnings, gross margins and sales growth, industry relationships, marketing strategies and international sales; estimated sizes of markets into which our products are or may be sold; our business strengths and competitive advantages; our ability to grow additional sales distribution channels; our intent to retain any earnings for use in operations rather than paying dividends; our expectation that our products will continue to qualify for reimbursement and payment under government and private insurance programs; our intellectual property plans and practices; the expected impact of applicable regulations on our business; our beliefs about our manufacturing processes; our expectations and beliefs with respect to our employees and our relationships with them; our belief that our current facilities are adequate to support our growth plans; our expectations with respect to ongoing compliance with the terms of our credit facility; our expectations regarding the ongoing availability of credit and our ability to renew our line of credit; enhancements to our products and services; expected excise tax exemption for the SmartVest System; and our anticipated revenues, expenses, capital requirements and liquidity. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “project,” “should,” “will,” “would,” and similar expressions, including the negative of these terms, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Although we believe these forward-looking statements are reasonable, they involve risks and uncertainties that may cause actual results to differ materially from those projected by such statements. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results or our industry’s actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements.

Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to, the following:

● the<br> duration, extent and severity of the COVID-19 pandemic, including its effects on our<br> business, operations and employees as well as its impact on our customers and distribution<br> channels and on economies and markets more generally;
● the<br> competitive nature of our market;
--- ---
● changes<br> to Medicare, Medicaid, or private insurance reimbursement policies;
--- ---
● supply<br> chain disruptions that limit our ability to produce and deliver our products to patients;
--- ---
● changes<br> to state and federal health care laws;
--- ---
● changes<br> affecting the medical device industry;
--- ---
● our<br> ability to develop new sales channels for our products such as the home care distributor<br> channel;
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● our<br> need to maintain regulatory compliance and to gain future regulatory approvals and clearances;
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● new<br> drug or pharmaceutical discoveries;
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● general<br> economic and business conditions;
--- ---
● our<br> ability to renew our line of credit or obtain additional credit as necessary;
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● our<br> ability to protect and expand our intellectual property portfolio;
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● the<br> risks associated with expansion into international markets;
--- ---
● the<br> risks associated with cyberattacks, data breaches, computer viruses and other similar<br> security threats; and
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● the<br> risks associated with our planned sales force expansion.
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18

This list of factors is not exhaustive, however, and these or other factors, many of which are outside of our control, could have a material adverse effect on us and our results of operations. Therefore, you should consider these risk factors with caution and form your own critical and independent conclusions about the likely effect of these risk factors on our future performance. Forward-looking statements speak only as of the date on which the statements are made, and we undertake no obligation, and expressly disclaim any such obligation, to update any forward-looking statement for any reason other than as required by law, even if new information becomes available or other events occur in the future. You should carefully review the disclosures and the risk factors described in this and other documents we file from time to time with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for fiscal 2021. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth herein.

Item<br> 3. Quantitative<br> and Qualitative Disclosures About Market Risk.

As a smaller reporting company, we are not required to provide disclosure pursuant to this Item.

Item<br> 4. Controls<br> and Procedures.

Evaluationof Disclosure Controls and Procedures

Our principal executive officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act, as of the end of the period subject to this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the date of such evaluation to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

Changes to Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART

II – OTHER INFORMATION

Item 1. Legal Proceedings.

The disclosure regarding legal proceedings set forth in Note 8 to our unaudited Condensed Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q is incorporated herein by reference. Occasionally, we may be party to legal actions, proceedings, or claims in the ordinary course of business, including claims based on assertions of patent and trademark infringement. Corresponding costs are accrued when it is probable that loss will be incurred, and the amount can be precisely or reasonably estimated. We are not aware of any undisclosed actual or threatened litigation that would have a material adverse effect on our financial condition or results of operations.

Item 1A. Risk Factors.

As a smaller reporting company, we are not required to provide disclosure pursuant to this Item.

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Item<br> 2. Unregistered<br> Sales of Equity Securities and Use of Proceeds.

On May 26, 2021, our Board of Directors authorized the repurchase of up to $3.0 million of outstanding shares of our common stock through May 26, 2022. The shares of our common stock may be repurchased on the open market or in privately negotiated transactions subject to applicable securities laws and regulations. The following table sets forth information concerning purchases of shares of our common stock for three months ended March 31, 2022:

Period Total<br> Number of Shares Purchased Average<br><br> Price Paid<br> per Share Total<br> Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate<br> Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
January<br> 1 to January 31, 2022 - $ - - $ 1,258,000
February<br> 1 to February 28, 2022 14,321 $ 12.30 14,321 $ 1,037,000
March<br> 1 to March 31, 2022 10,230 $ 12.10 10,230 $ 913,000
Total 24,551 $ 12.21 24,511
Item<br> 3. Defaults<br> Upon Senior Securities.
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None.

Item<br> 4. Mine<br> Safety Disclosures.

None.

Item<br> 5. Other<br> Information.

None.

Item<br> 6. Exhibits.
Exhibit<br><br> <br>Number Description Method of Filing
--- --- ---
3.1 Composite<br> Articles of Incorporation, as amended through November 8, 2010 (incorporated by reference to Exhibit 3.1 to Annual Report<br> on Form 10-K for the fiscal year ended June 30, 2015) Incorporated<br> by Reference
3.2 Amended<br> and Restated Bylaws, effective September 29, 2020 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K<br> filed September 29, 2020) Incorporated<br> by Reference
10.1 Employment<br> Agreement with Christopher G. Holland, dated February 16, 2022 Filed<br> Electronically
31.1 Certification<br> Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed<br> Electronically
31.2 Certification<br> Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed<br> Electronically
32.1 Certification<br> Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished<br> Electronically
32.2 Certification<br> Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished<br> Electronically
101 Financial<br> statements from the Quarterly Report on Form 10-Q for the period ended March 31, 2022, formatted in inline XBRL: (i) Condensed<br> Balance Sheets, (ii) Condensed Statements of Operations, (iii) Condensed Statements of Cash Flows, (iv) Condensed Statements<br> of Shareholders’ Equity, and (v) Notes to Condensed Financial Statements Filed<br> Electronically
104 Cover<br> Page Interactive Data File (embedded within the inline XBRL Document) Filed<br> Electronically 
20

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 thereunto duly authorized.

ELECTROMED,<br> INC.
Date: May<br> 10, 2022 /s/<br> Kathleen S. Skarvan
Kathleen<br> S. Skarvan, President and Chief Executive Officer<br><br> <br>(duly<br> authorized officer)
Date: May<br> 10, 2022 /s/<br> Michael J. MacCourt
Michael<br> J. MacCourt, Chief Financial Officer
(principal<br> financial officer and principal accounting officer)

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made effective as of February 16, 2022 (“Effective Date”) by and between Electromed, Inc., a Minnesota corporation (the “Corporation”) and Christopher Holland, an individual residing in Minnesota (“Employee”) (collectively “Parties” or individually “Party”).

RECITALS

WHEREAS, the Corporation desires to employ Employee, and Employee desires to be employed by the Corporation; and

WHEREAS, the Corporation and Employee desire to enter into this Agreement, which will govern the terms of Employee’s employment with the Corporation.

NOW,THEREFORE, in consideration of the employment of Employee by the Corporation, and further in consideration of the salary, wages or other compensation and benefits to be provided by the Corporation to Employee, and for additional mutual covenants and conditions, the receipt and sufficiency of which are hereby acknowledged, the Corporation and Employee, intending legally to be bound, hereby agree as follows:

AGREEMENT

In consideration of the above recitals and the mutual promises set forth in this Agreement, the Parties agree as follows:

1. Nature and Capacity of Employment.

1.1       Title and Duties. Effective as of Effective Date, the Corporation will employ Employee as its Chief Commercial Officer, or such other title as may be assigned to Employee by the Corporation’s President and Chief Executive Officer or his or her designee from time to time, pursuant to the terms and conditions set forth in this Agreement. Employee will perform such duties and responsibilities for the Corporation as the Corporation’s President and Chief Executive Officer or his or her designee may assign to Employee from time to time consistent with Employee’s position. Employee shall serve the Corporation faithfully and to the best of Employee’s ability and shall at all times act in accordance with the law. Employee shall devote Employee’s full working time, attention and efforts to performing Employee’s duties and responsibilities under this Agreement and advancing the Corporation’s business interests. Employee shall follow applicable policies and procedures adopted by the Corporation from time to time, including without limitation the Corporation’s Confidentiality Policy and other Corporation policies, including those relating to business ethics, conflict of interest and non-discrimination. Employee shall not, without the prior written consent of the Corporation’s Board of Directors (the “Board”) accept other employment or engage in other business activities during Employee’s employment with the Corporation that may prevent Employee from fulfilling the duties or responsibilities as set forth in or contemplated by this Agreement.

1.2       Location. Employee’s employment will be based at the Corporation’s corporate headquarters. Employee acknowledges and agrees that Employee’s position, duties and responsibilities will require regular travel, both in the U.S. and internationally.

  1. Term. Unless terminated at an earlier date in accordance with Section 5, the term of Employee’s employment with the Corporation under the terms and conditions of this Agreement will be

for the period commencing on the Effective Date and ending on the two (2) year anniversary of the Effective Date (the “Initial Term”). On the two (2) year anniversary of the Effective Date, and on each succeeding one-year anniversary of the Effective Date (each an “Anniversary Date”), the Term shall be automatically extended until the next Anniversary Date (each a “Renewal Term”), subject to termination on an earlier date in accordance with Section 5 or unless either Party gives written notice of non-renewal to the other Party at least ninety (90) days prior to the Anniversary Date on which this Agreement would otherwise be automatically extended that the Party providing such notice elects not to extend the Term; provided, however, that if a Change in Control (as defined in Section 6.5) occurs during the Initial Term or during any Renewal Term then the Term will expire on the one-year anniversary of the date of the Change in Control. The Initial Term together with any Renewal Terms is the “Term.” If Employee remains employed by the Corporation after the Term ends for any reason, then such continued employment shall be according to the terms and conditions established by the Corporation from time to time (provided that any provisions of this Agreement and the Restrictive Covenants Agreement (as defined in Section 3) that by their terms survive the termination of the Term shall remain in full force and effect).

3.       Restrictive Covenants Agreement. Simultaneous with Employee’s execution of this Agreement, Employee is entering into a Non-Competition, Non-Solicitation, and Confidentiality Agreement in the form of Exhibit A attached hereto and made a part hereof (the “Restrictive Covenants Agreement”), and Employee acknowledges and agrees that the Corporation’s execution of this Agreement and agreement to employ Employee are conditioned upon Employee executing the Restrictive Covenants Agreement and agreeing to Employee’s commitments and obligations under the Restrictive Covenants Agreement. Nothing in this Agreement is intended to modify, amend, cancel or supersede the Restrictive Covenants Agreement in any manner.

  1. Compensation, Benefits and Business Expenses.

4.1. Base Salary. As of the Effective Date, the Corporation agrees to pay Employee an annualized base salary of $290,000.00 (the “Base Salary”), which Base Salary will be earned by Employee on a pro rata basis as Employee performs services and which shall be paid according to the Corporation’s normal payroll practices. Employee shall be eligible for a merit-based increase of the Base Salary payable under this Section 4.1 on or about six months after the Effective Date, and on or about July 1 of each year during the Term thereafter, with any adjustment to Employee’s Base Salary subject to approval by the Board.

4.2       Annual Incentive Compensation. For each of the Corporation’s fiscal years during the Term, Employee will be eligible to earn an annualized cash bonus as determined by the Board in its discretion and subject to the terms of any written document addressing such annual cash bonus as the Board may adopt in its sole discretion, in each case after consultation with the Corporation’s President and Chief Executive Officer. For the Corporation’s fiscal year ending June 30, 2022, Employee’s target annualized cash bonus under this Section 4.2 will be thirty percent (30%) of Employee’s annualized Base Salary, subject to the terms and conditions identified in the Corporation’s Fiscal Year 2022 Officer Bonus Plan. Future annual cash bonus opportunities will be determined by the Board in its discretion. Unless specified otherwise in a written annual cash bonus document applicable to Employee, if a bonus is earned in accordance with this Section 4.2, it will be paid to Employee by the Corporation regardless of whether Employee is employed by the Corporation on the payment date, with such payment date being no later than March 15 of the calendar year immediately following the calendar year in which Employee earns a bonus in accordance with this Section 4.2.

4.3       Employee Benefits. While Employee is employed by the Corporation during the Term, Employee shall be entitled to participate in the retirement plans, equity compensation plans,

2

health plans, and all other employee benefits made available by the Corporation, and as they may be changed from time to time. Employee acknowledges and agrees that Employee will be subject to all eligibility requirements and all other provisions of these benefits plans, and that the Corporation is under no obligation to Employee to establish and maintain any employee benefit plan in which Employee may participate. The terms and provisions of any employee benefit plan of the Corporation are matters within the exclusive province of the Board, subject to applicable law.

4.4       Discretionary Time Off. Employee is subject to Electromed’s Discretionary Time Off (“DTO”) practice, pursuant to which Employee may request time off for vacation, sick, or any other valid reason Employee needs, providing more flexibility of employee well-being, subject to Employee continuing to be able to satisfy Employee’s duties and responsibilities hereunder. DTO is not accrued, is not carried over year to year, and is not paid out upon termination of employment by the Corporation or Employee for any reason.

4.5       Business Expenses. While Employee is employed by the Corporation during the Term, the Corporation shall reimburse Employee for all reasonable and necessary out-of-pocket business, travel and entertainment expenses incurred by Employee in the performance of Employee’s duties and responsibilities hereunder, subject to the Corporation’s normal policies and procedures for expense verification and documentation.

4.6       Other Benefits: During the Term, the Corporation shall directly pay the cost of a cell phone or wireless handheld device for the Employee’s use. Additionally, during the Term, the Corporation shall provide Employee an automobile allowance of up to $600.00 per month. The Corporation shall also provide a corporate credit card for approved business expenses and shall otherwise reimburse the Employee for, or pay directly, all reasonable business expenses incurred by the Employee in the performance of Employee’s duties under this Agreement, provided that the Employee incurs and accounts for such expenses in accordance with all Corporation policies and directives in effect from time to time.

5. Termination of Employment.

5.1          Termination of Employment Events. Employee’s employment with the Corporation is at-will. Employee’s employment with the Corporation will terminate as follows:

(a) The effective date following written notice from the<br>Corporation of the termination of Employee’s employment as specified herein;
(b) Employee’s abandonment of Employee’s employment<br>or the effective date of Employee’s resignation for Good Reason (as defined below) or any other reason (as specified in<br>written notice from Employee);
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(c) After thirty (30) days’ advance written notice<br>to Employee by the Corporation of termination of Employee’s employment for Employee’s Disability (as defined below);<br>or
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(d) Immediately upon Employee’s death.
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5.2          Termination Date. The date upon which Employee’s termination of employment with the Corporation is effective is the “Termination Date.” For purposes of Sections 6.1, 6.2 and 7 only, with respect to the timing of the Pre-CIC Severance Payments or the Post-CIC Severance

3

Payment (as applicable) and the Pre-CIC Benefits Continuation Payments or the Post-CIC Benefits Continuation Payments (as applicable), and the additional amounts identified in Section 7 (if applicable), the Termination Date means the date on which a “separation from service” has occurred for purposes of Section 409A of the Internal Revenue Code, as amended, and the regulations and guidance thereunder (the “Code”).

6. Payments Upon Termination of Employment.

6.1.    Termination of Employment Without Cause or by Employee for Good Reason During the Term and Before the First Change in Control. If Employee’s employment with the Corporation is terminated during the Term by the Corporation for any reason other than for Cause (as defined in Section 6.4), or by Employee for Good Reason (as defined in Section 6.6), and the Termination Date occurs before the date of the first Change in Control (as defined in Section 6.5) to occur during the Term, then the Corporation shall, in addition to paying Employee’s Base Salary and other compensation and benefits earned through the Termination Date, and subject to Section 6.9,

(a) pay to Employee as severance pay an amount equal to<br>the sum of (i) one (1)       times Employee’s annualized Base Salary as of the Termination<br>Date, plus (ii) an amount equal to one hundred percent (100%) of Employee’s target annual bonus based on Employee’s<br>individual performance for the fiscal year in which the Termination Date occurs, plus (iii) an amount equal to Employee’s<br>target annual bonus based on the Corporation’s performance for the fiscal year in which the Termination Date, multiplied<br>by a fraction, the numerator of which is the number of days Employee was employed by the Corporation during the fiscal year in<br>which the Termination Date occurs and the denominator of which is 365, less all legally required and authorized deductions and<br>withholdings, payable in substantially equal installments in accordance with the Corporation’s regular payroll cycle during<br>the twelve (12) month period immediately following the Termination Date, provided, however, that any installments that otherwise<br>would be payable on the Corporation’s regular payroll dates between the Termination Date and the 45^th^ calendar<br>day after the Termination Date will be delayed until the Corporation’s first regular payroll date that is after the expiration<br>of all rescission periods identified in the Release (as defined in Section 6.9) but in no event later than seventy- five (75)<br>days after the Termination Date and included with the installment payable on such payroll date (the “Pre-CIC Severance Payments”);<br>and
(b) if Employee is eligible for and takes all steps necessary<br>to continue Employee’s group health insurance coverage with the Corporation following the Termination Date (including completing<br>and returning the forms necessary to elect COBRA coverage), pay for the portion of the premium costs for such coverage that the<br>Corporation would pay if Employee remained employed by the Corporation, at the same level of coverage that was in effect as of<br>the Termination Date, through the earliest of: (i) the twelve (12) month anniversary of the Termination Date, (ii) the date Employee<br>becomes eligible for group health insurance coverage from any other employer, or (iii) the date Employee is no longer eligible<br>to continue Employee’s group health insurance coverage with the
--- --- 
4

Corporation  under applicable law (“Pre-CIC Benefits Continuation Payments”).

6.2      Termination of Employment Without Cause or by Employee for Good Reason During the Term and Within Twelve (12) Months after the First Change in Control. If Employee’s employment with the Corporation is terminated during the Term by the Corporation for any reason other than for Cause (as defined in Section 6.4), or by Employee for Good Reason (as defined in Section 6.6), and the Termination Date occurs on or within twelve (12) months after the date of the first Change in Control (as defined in Section 6.5) to occur during the Term, then the Corporation shall, in addition to paying Employee’s Base Salary and other compensation and benefits earned through the Termination Date, and subject to Section 6.9,

(a) pay to Employee as severance pay an amount equal to<br>the sum of (i) 1.5 times Employee’s annualized Base Salary as of the Termination Date, plus (ii) an amount equal to one<br>hundred fifty percent (150%) of Employee’s target annual bonus based on Employee’s individual performance for the<br>fiscal year in which the Termination Date occurs, plus (iii) an amount equal to Employee’s target annual bonus based on<br>the Corporation’s performance for the fiscal year in which the Termination Date, multiplied by a fraction, the numerator<br>of which is the number of days Employee was employed by the Corporation during the fiscal year in which the Termination Date occurs<br>and the denominator of which is 365, less all legally required and authorized deductions and withholdings, payable in a lump sum<br>on the Corporation’s first regular payroll date that is after the expiration of all rescission periods identified in the<br>Release (as defined in Section 6.9) but in no event later than seventy-five (75) days after the Termination Date (the “Post-CIC<br>Severance Payment”); and
(b) if Employee is eligible for and takes all steps necessary<br>to continue Employee’s group health insurance coverage with the Corporation following the Termination Date (including completing<br>and returning the forms necessary to elect COBRA coverage), pay for the portion of the premium costs for such coverage that the<br>Corporation would pay if Employee remained employed by the Corporation, at the same level of coverage that was in effect as of<br>the Termination Date, through the earliest of: (i) the eighteen (18) month anniversary of the Termination Date, (ii) the date<br>Employee becomes eligible for group health insurance coverage from any other employer, or (iii) the date Employee is no longer<br>eligible to continue Employee’s group health insurance coverage with the Corporation under applicable law (“Post-CIC<br>Benefits Continuation Payments”); and
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(c) all outstanding unvested equity-based awards granted<br>to Employee during Employee’s continuous employment with the Corporation preceding the Termination Date (“Equity Awards”)<br>will be affected as follows: (i) stock options or stock appreciation rights will become fully vested and exercisable for the remainder<br>of their full term (ii) Equity Awards, other than stock options and stock appreciation rights, that do not vest based on the attainment<br>of performance goals, will become fully vested and the restrictions thereon will lapse; provided that any delays in the settlement<br>or payment of such awards that are set forth in the applicable award
--- --- 
5
agreement and that are required under Section 409A of the Code will remain in effect, and<br> (iii) all Equity Awards, other than stock options and stock appreciation rights, that vest based on the attainment of<br> performance goals will remain outstanding and will vest or be forfeited in accordance with the terms of the applicable award<br> agreements if and to the extent that the applicable performance criteria is satisfied.

6.3.        Other Termination of Employment Events. If Employee’s employment with the Corporation is terminated by the Corporation or Employee for any reason upon or following the expiration of the Term, or if Employee’s employment with the Corporation is terminated during the Term by reason of:

(a) Employee’s abandonment of Employee’s employment<br>or Employee’s resignation for any reason other than Good Reason;
(b) termination of Employee’s employment by the<br>Corporation for Cause; or
--- ---
(c) Employee’s death or Disability,
--- ---

then the Corporation shall pay to Employee or Employee’s beneficiary or Employee’s estate, as the case may be, Employee’s Base Salary and other compensation earned through the Termination Date and Employee shall not be eligible or entitled to receive any severance pay or benefits from the Corporation.

6.4.         Cause Defined. “Cause” hereunder means:

(a) Employee’s material failure to perform Employee’s<br>job duties competently as reasonably determined by the Corporation’s President and Chief Executive Officer or the Board;
(b) gross misconduct by Employee which the Corporation’s<br>President and Chief Executive Officer or the Board determines is (or will be if continued) demonstrably and materially damaging<br>to the Corporation;
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(c) fraud, misappropriation, or embezzlement by Employee;
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(d) conviction of a felony crime or a crime of moral turpitude;
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(e) conduct in the course of employment that the Corporation’s<br>President and Chief Executive Officer or the Board determines is unethical; or
--- ---
(f) the material breach of this Agreement or the Restrictive<br>Covenants Agreement by Employee.
--- ---

With respect to Section 6.4(a), Section 6.4(b) and Section 6.4(e), the Corporation shall first provide Employee with written notice and an opportunity to cure such breach, if curable, in the reasonable discretion of the Corporation’s President and Chief Executive Officer or the Board, and identify with specificity the action needed to cure within thirty (30) days of Employee’s receipt of written notice from the Corporation. If the Corporation terminates Employee’s employment for Cause pursuant to this Section 6.4, then Employee shall not be eligible or entitled to receive any severance pay or benefits from the Corporation.

6

6.5.         Change in Control Defined. “Change in Control” hereunder means:

(a) A “change in ownership,” as described<br>in Section 1.409A-3(i)(5)(v) of the Treasury Regulations;
(b) A “change in effective control,” as described<br>in Section 1.409A-3(i)(5)(vi) of the Treasury Regulations; or
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(c) A “change in ownership of a substantial portion<br>of the assets,” as described in Section 1.409A-3(i)(5)(vii) of the Treasury Regulations.
--- ---

6.6.         Good Reason Defined. “Good Reason” hereunder means the initial occurrence of any of the following events without Employee’s consent:

(a) a material diminution in the Employee’s responsibilities,<br>authority or duties; or
(b) a material diminution in the Employee's salary, other<br>than pursuant to a reduction in the salary for all executive employees of the Corporation and its affiliates, applied on a pro<br>rata basis to all salaried executives including Employee;
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(c) receipt by Employee of a written non-renewal of this<br>Agreement by the Corporation in accordance with Section 2; or
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(d) the material breach of this Agreement by the Corporation.
--- ---

provided, however, that “Good Reason” shall not exist unless Employee has first provided written notice to the Corporation of the initial occurrence of one or more of the conditions under clauses (a) through (d) above within thirty (30) days of the condition’s occurrence, such condition is not fully remedied by the Corporation within thirty (30) days after the Corporation’s receipt of written notice from Employee, and the Termination Date as a result of such event occurs within ninety (90) days after the initial occurrence of such event.

6.7.       Disability Defined. “Disability” hereunder means the inability of Employee to perform on a full-time basis, with or without reasonable accommodation, the duties and responsibilities of Employee’s employment with the Corporation by reason of Employee’s illness or other physical or mental impairment or condition, if such inability continues for an uninterrupted period of at least one hundred (100) days or more during any 360-day period. A period of inability shall be “uninterrupted” unless and until Employee returns to full-time work for a continuous period of at least thirty (30) days. This Section 6.7 does not relieve the Corporation of any duty to reasonably accommodate a qualifying disability under the Americans with Disabilities Act, the Minnesota Human Rights Act, any legal duty under the Family Medical Leave Act, or any of its other duties pursuant to applicable law.

6.8.       The Corporation’s Sole Obligation. In the event of termination of Employee’s employment, the sole obligation of the Corporation shall be its obligation to make the payments called for by Section 6.1, Section 6.2 or Section 6.3, as the case may be, and the Corporation shall have no other obligation to Employee or to Employee’s beneficiary or Employee’s estate, except for any amounts due under the terms of any employee benefit plans or programs then maintained by the Corporation in which Employee participates.

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6.9.       Conditions To Receive the Pre-CIC Severance Payments or the Post-CIC Severance Payment and the Pre-CIC Benefits Continuation Payments or the Post-CIC Benefits Continuation Payments. Notwithstanding the foregoing provisions of this Section 6, the Corporation will not be obligated to make the Pre-CIC Severance Payments under Section 6.1 or the Post-CIC Severance Payment under Section 6.2 (as applicable) or the Pre-CIC Benefits Continuation Payments under Section 6.1 or the Post-CIC Benefits Continuation Payments under Section 6.2 (as applicable) to or on behalf of Employee unless (a) Employee signs a release of claims in favor of the Corporation in a form to be prescribed by the Corporation (the “Release”), (b) all applicable consideration periods and rescission periods provided by law with respect to the Release have expired without Employee rescinding the Release, and (c) Employee is in strict compliance with the terms of this Agreement and the Restrictive Covenants Agreement and any other written agreement between Employee and the Corporation.

7.       Anticipatory Termination; Additional Severance. If a Pre-CIC Termination Event (as defined below) occurs during the Term, then, subject to Employee satisfying the same conditions identified in Section 6.9 in exchange for Employee’s receipt of the additional amounts identified in this Section 7, the Corporation shall provide to Employee (in addition to making the Pre-CIC Severance Payments and the Pre-CIC Benefits Continuation Payments under Section 6.1):

(a) an amount equal to the sum of (i) fifty percent (50%)<br>of Employee’s annualized Base Salary as of the Termination Date, plus (ii) fifty percent (50%) of Employee’s target<br>annual bonus based on Employee’s individual performance for the fiscal year in which the Termination Date occurs, less all<br>legally required and authorized deductions and withholdings, payable in a lump sum on the Corporation’s first regular payroll<br>date that is after the expiration of all rescission periods identified in the Release (as defined in Section 6.9) but in no event<br>later than seventy-five (75) days after the date of the Change in Control; and
(b) if Employee is eligible for and takes all steps necessary<br>to continue Employee’s group health insurance coverage with the Corporation following the Termination Date (including completing<br>and returning the forms necessary to elect COBRA coverage), pay for the portion of the premium costs for such coverage that the<br>Corporation would pay if Employee remained employed by the Corporation, at the same level of coverage that was in effect as of<br>the Termination Date, from the end of the payment of the Pre-CIC Benefits Continuation Payments under Section 6.1 through the<br>earliest of: (i) the eighteen (18) month anniversary of the Termination Date, (ii) the date Employee becomes eligible for group<br>health insurance coverage from any other employer, or (iii) the date Employee is no longer eligible to continue Employee’s<br>group health insurance coverage with the Corporation under applicable law.
--- ---

For purposes of this Section 7, a “Pre-CIC Termination Event” means an involuntary termination of Employee’s employment by the Corporation without Cause, or Nonrenewal of the Term, resulting in a Termination Date that is within sixty (60) days prior to the Change in Control; provided that Employee reasonably demonstrates that such termination (i) was requested by a party other than the Board that has taken other steps reasonably calculated to result in the Change in Control, or (ii) otherwise arose in connection with or in anticipation of the Change in Control.

8. Section 409A and Taxes Generally.

8.1       Taxes. The Corporation shall be entitled to withhold on and report the making of such payments as may be required by law as determined in the reasonable discretion of the Corporation. Except for any tax amounts withheld by the Corporation from any compensation that

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Employee may receive in connection with Employee’s employment with the Corporation and any employer taxes required to be paid by the Corporation under applicable laws or regulations, Employee is solely responsible for payment of any and all taxes owed in connection with any compensation, benefits, reimbursement amounts or other payments Employee receives from the Corporation under this Agreement or otherwise in connection with Employee’s employment with the Corporation. The Corporation does not guarantee any particular tax consequence or result with respect to any payment made by the Corporation.

8.2       Section 409A. This Agreement is intended to provide for payments that satisfy, or are exempt from, the requirements of Section 409A, including Sections 409A(a)(2), (3) and (4) of the Code and current and future guidance and regulations interpreting such provisions, and should be interpreted accordingly. In furtherance of the foregoing, the provisions set forth below shall apply notwithstanding any other provision in this Agreement:

(a)       all payments to be made to Employee hereunder, to the extent they constitute a deferral of compensation subject to the requirements of Section 409A (after taking into account all exclusions applicable to such payments under Section 409A), shall be made no later, and shall not be made any earlier, than at the time or times specified in this Agreement or in any applicable plan for such payments to be made, except as otherwise permitted or required under Section 409A;

(b)       the date of Employee’s “separation from service”, as defined in Section 409A (and as determined by applying the default presumptions in Treas. Reg. §1.409A-1(h)(1)(ii)), shall be treated as the date of Employee’s termination of employment for purposes of determining the time of payment of any amount that becomes payable to Employee related to Employee’s termination of employment under Section 6.1 or Section 6.2, and any reference to Employee’s “Termination Date” or “termination” of Employee’s employment in Section 6.1 or Section 6.2 shall mean the date of Employee’s “separation from service”, as defined in Section 409A (and as determined by applying the default presumptions in Treas. Reg. §1.409A-1(h)(1)(ii));

(c)       in the case of any amounts payable to Employee under this Agreement that may be treated as payable in the form of “a series of installment payments”, as defined in Treas. Reg. §1.409A-2(b)(2)(iii), Employee’s right to receive such payments shall be treated as a right to receive a series of separate payments for purposes of Treas. Reg. §1.409A-2(b)(2)(iii);

(d)       to the extent that the reimbursement of any expenses eligible for reimbursement or the provision of any in-kind benefits under any provision of this Agreement would be considered deferred compensation under Section 409A (after taking into account all exclusions applicable to such reimbursements and benefits under Section 409A): (i) reimbursement of any such expense shall be made by the Corporation as soon as practicable after such expense has been incurred, but in any event no later than December 31^st^ of the year following the year in which Employee incurs such expense; (ii) the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided, during any calendar year shall not affect the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided, in any calendar year; and (iii) Employee’s right to receive such reimbursements or in-kind benefits shall not be subject to liquidation or exchange for another benefit;

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(e)       to the extent any payment or delivery otherwise required to be made to Employee hereunder on account of Employee’s separation from service is properly treated as a deferral of compensation subject to Section 409A after taking into account all exclusions applicable to such payment and delivery under Section 409A, and if Employee is a “specified employee” under Section 409A at the time of Employee’s separation from service, then such payment and delivery shall not be made prior to the first business day after the earlier of (i) the expiration of six months from the date of Employee’s separation from service, or (ii) the date of Employee’s death (such first business day, the “Delayed Payment Date”), and on the Delayed Payment Date, there shall be paid or delivered to Employee or, if Employee has died, to Employee’s estate, in a single payment or delivery (as applicable) all entitlements so delayed, and in the case of cash payments, in a single cash lump sum, an amount equal to aggregate amount of all payments delayed pursuant to the preceding sentence. Except for any tax amounts withheld by the Corporation from the payments or other consideration hereunder and any employment taxes required to be paid by the Corporation, Employee shall be responsible for payment of any and all taxes owed in connection with the consideration provided for in this Agreement; and

(f)       the Parties agree that this Agreement may be amended, as may be necessary to fully comply with, or to be exempt from, Section 409A and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either Party.

9. Miscellaneous.

9.1.       Integration. This Agreement, the Restrictive Covenants Agreement and any Equity Awards embody the entire agreement and understanding among the Parties relative to subject matter hereof and combined supersede all prior agreements and understandings relating to such subject matter, including but not limited to any earlier offers to Employee by the Corporation.

9.2.       Applicable Law. All matters relating to the interpretation, construction, application, validity and enforcement of this Agreement are governed by the laws of the State of Minnesota without giving effect to any choice or conflict of law provision or rule, whether of the State of Minnesota or any other jurisdiction, that would cause the application of laws of any jurisdiction other than the State of Minnesota.

9.3.       Choice of Jurisdiction. Employee and the Corporation consent to jurisdiction of the courts of the State of Minnesota and/or the federal district courts, District of Minnesota, for the purpose of resolving all issues of law, equity, or fact, arising out of or in connection with this Agreement or Employee’s employment with the Corporation or the termination of such employment. Any action involving claims for interpretation, breach or enforcement of this Agreement or related to Employee’s employment with the Corporation or the termination of such employment shall be brought in such courts. Each party consents to personal jurisdiction over such party in the state and/or federal courts of Minnesota and hereby waives any defense of lack of personal jurisdiction or inconvenient forum.

9.4.       Employee’s Representations. Employee represents that Employee is not subject to any agreement or obligation that would prevent or limit Employee from entering into this Agreement or that would be breached upon performance of Employee’s duties under this Agreement, including but not limited to any duties owed to any former employers not to compete.

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If Employee possesses any information that Employee knows or should know is considered by any third party, such as a former employer of Employee’s, to be confidential, trade secret, or otherwise proprietary, Employee shall not disclose such information to the Corporation or use such information to benefit the Corporation in any way.

9.5.       Counterparts. This Agreement may be executed in several counterparts and as so executed shall constitute one agreement binding on the Parties.

9.6.       Assignment and Successors. The rights and obligations of the Corporation under this Agreement shall inure to the benefit of and will be binding upon the successors and assigns of the Corporation, provided any such successor or assignee assumes all of the Corporation’s obligations under this Agreement . Neither party may, without the written consent of the other party, assign or delegate any of its rights or obligations under this Agreement except that the Corporation may, without any further consent of Employee, assign or delegate any of its rights or obligations under this Agreement to any corporation or other business entity (a) with which the Corporation may merge or consolidate, (b) to which the Corporation may sell or transfer all or substantially all of its assets or capital stock or equity, or (c) any affiliate or subsidiary of the Corporation. After any such assignment or delegation by the Corporation, the Corporation will be discharged from all further liability hereunder and such assignee will thereafter be deemed to be the “Corporation” for purposes of all terms and conditions of this Agreement, including this Section 9.6. Employee may not assign this Agreement or any rights or obligations hereunder. Any purported or attempted assignment or transfer by Employee of this Agreement or any of Employee’s duties, responsibilities, or obligations hereunder is void.

9.7.       Modification. This Agreement shall not be modified or amended except by a written instrument signed by the Parties.

9.8.       Severability. The invalidity or partial invalidity of any portion of this Agreement shall not invalidate the remainder thereof, and said remainder shall remain in fully force and effect.

9.9.       Opportunity to Obtain Advice of Counsel. Employee acknowledges that Employee has been advised by the Corporation to obtain legal advice prior to executing this Agreement, and that Employee had sufficient opportunity to do so prior to signing this Agreement.

9.10.       Indemnification. As to acts or omissions of Employee which are within the scope of Employee’s authority as an officer, director, or employee of the Corporation and/or any affiliate of the Corporation, the Corporation will indemnify Employee in accordance with and subject to the limitations contained in its Articles of Incorporation, Bylaws and Section 302A.521 of the Minnesota Business Corporations Act. If Employee is made or threatened to be made a party to any threatened, pending, or completed civil, criminal, administrative, arbitration, or investigative proceeding, including a proceeding by or in the right of the corporation, Employee is entitled, upon written request to the Corporation, to payment or reimbursement by the Corporation of reasonable expenses, including attorneys' fees and disbursements, incurred by Employee in advance of the final disposition of the proceeding, (a) upon receipt by the Corporation of a written affirmation by Employee of a good faith belief that the criteria for indemnification set forth in Section 302A.521, subdivision 2 of the Minnesota Business Corporations Act have been satisfied and a written undertaking by Employee to repay all amounts so paid or reimbursed by the Corporation, if it is ultimately determined that the criteria for indemnification have not been satisfied, and (b) after a determination that the facts then known to those making the determination would not preclude indemnification under the Corporation’s Articles of Incorporation and Bylaws and Section 302A.521 of the Minnesota Business Corporations Act, including but not limited to whether the

11

alleged misconduct by Employee that is the subject of the proceeding is within the course and scope of Employee’s employment.

9.11.       D&O Insurance. The Corporation shall maintain an insurance policy or policies providing directors' and officers' liability insurance, comprehensive general liability insurance, and errors and omissions insurance, and the Employee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any officer of the Corporation.

9.12.       280G Limitations. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Employee (a) constitute “parachute payments” within the meaning of Section 280G of the Code and (b) would be subject to the excise tax imposed by Code Section 4999, then such benefits shall be either be: (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Code Section 4999, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Code Section 4999, results in the receipt by Employee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to excise tax under Code Section 4999. Any determination required under this Section 9.12 will be made in writing by an accounting firm selected by the Corporation or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Employee and the Corporation for all purposes. For purposes of making the calculations required by this Section 9.12, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Corporation and Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Corporation shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 9.12. Any reduction in payments and/or benefits required by this Section 9.12 shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of stock awards, if any, shall be cancelled/reduced next and in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full- value awards reversed before any stock option or stock appreciation rights are reduced; and (C) deferred compensation amounts subject to Section 409A shall be reduced last.

[Signature Page Follows]

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THIS EMPLOYMENT AGREEMENT was voluntarily and knowingly executed by the Parties effective as of the Effective Date first set forth above.

ELECTROMED, INC.
Date: January 25, 2022 /s/ Kathleen S. Skarvan
By:     Kathleen S. Skarvan
Its:     President and Chief Executive Officer
EMPLOYEE:
--- --- ---
Date: January 24, 2022 /s/ Christopher Holland
Christopher Holland

Exhibit 31.1

Certification Pursuant to Section 302of the Sarbanes-Oxley Act of 2002

I, Kathleen S. Skarvan, certify that:

1. I have reviewed this report on Form 10-Q of Electromed, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit<br>to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not<br>misleading with respect to the period covered by this report;
--- ---
3. Based on my knowledge, the financial statements, and other financial information included in this report,<br>fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for,<br>the periods presented in this report;
--- ---
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining<br>disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial<br>reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
--- ---
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br>to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br>within those entities, particularly during the period in which this report is being prepared;
--- ---
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under<br>our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br>for external purposes in accordance with generally accepted accounting principles;
--- ---
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions<br>about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br>and
--- ---
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br>most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br>or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
--- ---
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation<br>of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of<br>directors (or persons performing the equivalent functions):
--- ---
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which<br>are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br>and
--- ---
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br>internal control over financial reporting.
--- ---
Date: May 10, 2022 /s/ Kathleen S. Skarvan
--- ---
Kathleen S. Skarvan
President and Chief Executive Officer

Exhibit 31.2

Certification Pursuant to Section 302of the Sarbanes-Oxley Act of 2002

I, Michael J. MacCourt, certify that:

1. I have reviewed this report on Form 10-Q of Electromed, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit<br>to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not<br>misleading with respect to the period covered by this report;
--- ---
3. Based on my knowledge, the financial statements, and other financial information included in this report,<br>fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for,<br>the periods presented in this report;
--- ---
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining<br>disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial<br>reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
--- ---
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br>to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br>within those entities, particularly during the period in which this report is being prepared;
--- ---
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under<br>our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br>for external purposes in accordance with generally accepted accounting principles;
--- ---
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions<br>about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br>and
--- ---
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br>most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br>or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
--- ---
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation<br>of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of<br>directors (or persons performing the equivalent functions):
--- ---
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which<br>are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br>and
--- ---
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br>internal control over financial reporting.
--- ---
Date: May 10, 2022 /s/ Michael J. MacCourt
--- ---
Michael J. MacCourt
Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Electromed, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2022, as filed with the Securities and Exchange Commission (the “Report”), I, Kathleen S. Skarvan, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br>of the Company.
--- ---
Date: May 10, 2022 /s/ Kathleen S. Skarvan
--- ---
Kathleen S. Skarvan
President and Chief Executive Officer

Exhibit 32.2

CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Electromed, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2022, as filed with the Securities and Exchange Commission (the “Report”), I, Michael J. MacCourt, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)       The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)       The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 10, 2022 /s/ Michael J. MacCourt
Michael J. MacCourt
Chief Financial Officer

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