8-K
Electromed, Inc. (ELMD)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 9, 2021
ELECTROMED,
INC.
(Exact Name of Registrant as Specified in Its Charter)
| Minnesota | 001-34839 | 41-1732920 |
|---|---|---|
| (State<br> or Other Jurisdiction of<br><br> <br>Incorporation) | (Commission File<br> Number) | (I.R.S.<br> Employer Identification<br><br> <br>Number) |
500Sixth Avenue NW
NewPrague, MN 56071
(Address of Principal Executive Offices)(Zip Code)
(952)
758-9299
(Registrant’s Telephone Number, Including Area Code)
Not
Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant<br> to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12<br> under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to<br> Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to<br> Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Common Stock, $0.01 par value | ELMD | NYSE American LLC |
|---|---|---|
| (Title of each class) | (Trading Symbol) | (Name of each exchange<br> on which registered) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02 | Results of Operations and Financial Condition. |
|---|
On August 9, 2021, Electromed, Inc. (the “Company”) issued a press release announcing certain preliminary estimated financial results for the fiscal quarter ended June 30, 2021. The full text of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
|---|
Also on August 9, 2021, the Company issued a press release regarding a data privacy incident. The full text of the press release is furnished as Exhibit 99.2 to this report and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits:
| Exhibit Number | Description | Method of Filing |
|---|---|---|
| 99.1 | Press Release announcing preliminary estimated financial results dated<br>August 9, 2021 | Furnished<br> Electronically |
| 99.2 | Press Release regarding data privacy incident dated August 9, 2021 | Furnished<br> Electronically |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ELECTROMED, INC. | ||
|---|---|---|
| Date: August<br> 9, 2021 | By:<br> /s/ Michael J. MacCourt | |
| Name: | Michael J. MacCourt | |
| Title: | Chief Financial Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Electromed, Inc. Announces Select PreliminaryUnaudited Financial Results
for Fourth Quarter Fiscal 2021
New Prague, Minnesota – August 9, 2021– Electromed, Inc. (“Electromed” or the “Company”) (NYSE American: ELMD), a leader in innovative airway clearance technologies, today announced select preliminary unaudited financial results for the three months ended June 30, 2021 (“Q4 FY 2021”).
For Q4 FY 2021, the Company expects to report:
| · | Net revenue of between $9.3 million and $9.5 million, compared to $6.9 million<br>for the three months ended June 30, 2020 (“Q4 FY 2020”), driven primarily by strong growth in home care revenue. |
|---|---|
| · | Operating income of between $0.5 million and $0.7 million, compared to $1.3<br>million in Q4 FY 2020. The prior year period benefitted from $0.9 million of government stimulus income from the Provider Relief Fund<br>established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). |
| --- | --- |
| · | The recent data security incident did not have a material impact on either<br>revenue or operating income in the period and is described in a separate press release issued on August 9, 2021. |
| --- | --- |
| · | Cash of approximately $11.9 million and no debt as of June 30, 2021. |
| --- | --- |
Kathleen Skarvan, President and Chief Executive Officer of Electromed, commented, “We expect to report strong quarterly net revenue in our fiscal fourth quarter with 37% year over year growth at the midpoint of our preliminary estimated revenue range. We are pleased with our progress, especially given the challenges caused by the Covid-19 pandemic. I am extremely proud of our entire team’s dedication to ensuring that our SmartVest® Airway Clearance devices continue to reach patients needing high frequency chest wall oscillation during the pandemic.
“We are providing select preliminary financial results due to our participation in Canaccord Genuity’s 41st Annual Growth Conference on August 11, 2021, and to inform shareholders that the data security incident disclosed on August 9, 2021 did not have a material impact on our fiscal fourth quarter financial results. We look forward to providing additional financial details when we release our fourth quarter and full year fiscal 2021 financial results later this month.”
The foregoing preliminary unaudited financial information for the fourth quarter ended June 30, 2021 is based upon estimates and subject to completion of our financial closing procedures and external audit process. Such financial information has been prepared by management solely on the basis of currently available information. The preliminary unaudited financial information does not represent and is not a substitute for a comprehensive statement of financial results, and our actual results may differ materially from these estimates because of final adjustments, the completion of our financial closing procedures, including the pending audit of the company’s annual financial statements, and other developments after the date of this release.
The Company will announce the date and time of its fourth quarter fiscal 2021 financial results conference call in a separate press release.
About Electromed, Inc.
Electromed, Inc. manufactures, makes, and sells products that provide airway clearance therapy, including the SmartVest^®^ Airway Clearance System, to patients with compromised pulmonary function. The Company is headquartered in New Prague, Minnesota and was founded in 1992. Further information about the Company can be found at www.smartvest.com.
Cautionary Statements
Certain statements in this press releaseconstitute forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statementscan generally be identified by words such as “anticipate,” “believe,” “estimate,” “expect,”“intend,” “may,” “plan” “potential,” “should,” “will,” and similarexpressions, including the negative of these terms, but they are not the exclusive means of identifying such statements. Forward-lookingstatements cannot be guaranteed, and actual results may vary materially due to the uncertainties and risks, known or unknown associatedwith such statements. Examples of risks and uncertainties for the Company include, but are not limited to, the duration, extent and severityof the COVID-19 pandemic, including its effects on our business, operations and employees as well as its impact on our customers and distributionchannels and on economies and markets more generally; the competitive nature of our market; changes to Medicare, Medicaid, or privateinsurance reimbursement policies; changes to state and federal health care laws; changes affecting the medical device industry; our abilityto develop new sales channels for our products such as the homecare distributor channel; our need to maintain regulatory compliance andto gain future regulatory approvals and clearances; new drug or pharmaceutical discoveries; general economic and business conditions;our ability to renew our line of credit or obtain additional credit as necessary; our ability to protect and expand our intellectual propertyportfolio; the risks associated with expansion into international markets, as well as other factors we may describe from time to timein the Company’s reports filed with the Securities and Exchange Commission (including the Company’s most recent Annual Reporton Form 10-K, as amended from time to time, and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K). Investorsshould not consider any list of such factors to be an exhaustive statement of all of the risks, uncertainties or potentially inaccurateassumptions investors should take into account when making investment decisions. Shareholders and other readers should not place unduereliance on “forward-looking statements,” as such statements speak only as of the date of this press release. We undertakeno obligation to update them in light of new information or future events.
| ****<br><br> <br>Contacts: | |
|---|---|
| Electromed, Inc. | The Equity Group Inc. |
| Mike MacCourt, Chief Financial Officer | Kalle Ahl, CFA |
| (952) 758-9299 | (212) 836-9614 |
| investorrelations@electromed.com | kahl@equityny.com |
| Devin Sullivan | |
| (212) 836-9608 |
Exhibit 99.2
FOR IMMEDIATE RELEASE
Contact
Alan Mueller
amueller@electromed.com
952-758-9299
Electromed,Inc. Notifies Customers of Data Privacy Incident
New Prague, Minnesota – August 9, 2021 – Electromed, Inc. (“Electromed” or the “Company”) (NYSE American: ELMD) today announced that it is mailing letters to individuals whose information may have been involved in a data security incident that occurred in June, 2021.
On June 16, 2021, Electromed determined that an unauthorized third party gained access to a limited number of Electromed’s files. Upon discovery, the Company immediately initiated an investigation and hired third-party cybersecurity experts to assist in investigating the source and scope of the unauthorized activity, and to further secure Electromed’s systems. Law enforcement was also notified.
From the investigation, Electromed determined that the unauthorized third party accessed certain files containing certain information of customers, employees, and some third-party contractors. Those files included customers’ protected health information, such as: first and last name, full mailing address, medical information and health insurance information. For associates, Social Security numbers, driver’s license numbers, and financial account information may have been accessed.
To date, Electromed has no indication that any of this information has been used inappropriately, and the Company has not received any reports of identity theft associated with this incident. However, Electromed is offering complimentary credit monitoring and identity theft protection services to involved individuals. The Company also recommends that involved individuals review any statements they receive from their healthcare providers and health insurer. If customers see charges for services they did not receive, they should contact the provider or insurer immediately.
Protecting the privacy of customers’ personal information is important to Electromed, and the Company regrets any inconvenience this incident may cause its customers. To help prevent a similar incident from occurring in the future, Electromed has taken steps to enhance the security of its systems, and continues to review its security protocols and processes, and enhancing employee training and education.
Electromed established a dedicated, external call center for individuals to ask questions. The call center can be reached at (855) 623-1962, Monday through Friday, between 8:00 a.m. CDT and 5:30 p.m. CDT. Additional information is available on Electromed’s website at www.smartvest.com.
About Electromed, Inc.
Electromed manufactures, markets, and sells products that provide airway clearance therapy, including the SmartVest^®^ Airway Clearance System, to patients with compromised pulmonary function. The Company is headquartered in New Prague, Minnesota and was founded in 1992. Further information about Electromed can be found at www.smartvest.com.