# InfuSystem Holdings, Inc: Form 10-Q for the period ended Jun 30, 2024

- Company: [InfuSystem Holdings, Inc](/companies/infu.md) (CIK 1337013)
- Form: 10-Q
- Filed: 2024-08-09
- Accepted by EDGAR: Aug 9, 2024, 16:35 ET
- Period: 2024-06-30
- Accession: 0001628280-24-036502
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1337013/000162828024036502/infu-20240630.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1337013/000162828024036502/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2024-04-01 to 2024-06-30 | $33.7m | us-gaap:Revenues |
| Revenue | 6 months, 2024-01-01 to 2024-06-30 | $65.7m | us-gaap:Revenues |
| Cost of revenue | 3 months, 2024-04-01 to 2024-06-30 | $17.0m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 6 months, 2024-01-01 to 2024-06-30 | $32.6m | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2024-04-01 to 2024-06-30 | $16.7m | us-gaap:GrossProfit |
| Gross profit | 6 months, 2024-01-01 to 2024-06-30 | $33.1m | us-gaap:GrossProfit |
| Operating income | 3 months, 2024-04-01 to 2024-06-30 | $1.9m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2024-01-01 to 2024-06-30 | $1.0m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2024-04-01 to 2024-06-30 | $484.0k | us-gaap:InterestExpenseNonoperating |
| Interest expense | 6 months, 2024-01-01 to 2024-06-30 | $940.0k | us-gaap:InterestExpenseNonoperating |
| Income tax | 3 months, 2024-04-01 to 2024-06-30 | $591.0k | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2024-01-01 to 2024-06-30 | $405.0k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2024-04-01 to 2024-06-30 | $717.0k | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2024-01-01 to 2024-06-30 | −$395.0k | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2024-04-01 to 2024-06-30 | $0.03 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2024-01-01 to 2024-06-30 | −$0.02 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2024-04-01 to 2024-06-30 | $0.03 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2024-01-01 to 2024-06-30 | −$0.02 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2024-04-01 to 2024-06-30 | 21,711,198 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2024-01-01 to 2024-06-30 | 21,262,429 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2024-01-01 to 2024-06-30 | $2.7m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months, 2024-01-01 to 2024-06-30 | $519.0k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Share repurchases | 6 months, 2024-01-01 to 2024-06-30 | $283.0k | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2024-06-30 | $146.0k | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2024-06-30 | $32.9m | us-gaap:AssetsCurrent |
| Total assets | at 2024-06-30 | $108.5m | us-gaap:Assets |
| Current liabilities | at 2024-06-30 | $15.9m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2024-06-30 | $55.0m | us-gaap:Liabilities |
| Long-term debt | at 2024-06-30 | $34.2m | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2024-06-30 | $0 | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2024-06-30 | $53.5m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 43,775 characters.

The terms "InfuSystem", the "Company", "we", "our" and "us" used herein refer to InfuSystem Holdings, Inc. and its subsidiaries.

### CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this quarterly report on Form 10-Q are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "should," "plan," "expect," "strategy," "future," "likely," variations of such words, and other similar expressions, as they relate to the Company, are intended to identify forward-looking statements. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the Company is identifying certain factors that could cause actual results to differ, perhaps materially, from those indicated by these forward-looking statements. Those factors, risks and uncertainties include, but are not limited to, the effect of the coronavirus (“COVID-19”) pandemic or any resurgence thereof on our business, potential changes in healthcare payer mix and overall healthcare reimbursement, including the Centers for Medicare and Medicaid Services (“CMS”) competitive bidding and fee schedule reductions, sequestration, concentration of customers, increased focus on early detection of cancer, competitive treatments, dependency on Medicare Supplier Number, availability of chemotherapy drugs, global financial conditions and recessionary risks, rising inflation and interest rates, labor and supply chain disruptions, changes and enforcement of state and federal laws, natural forces, competition, dependency on suppliers, risks in acquisitions & joint ventures, U.S. Healthcare Reform, relationships with healthcare professionals and organizations, technological changes related to infusion therapy, the Company’s ability to implement information technology improvements and to respond to technological changes, the ability of the Company to successfully integrate acquired businesses, dependency on key personnel, systemic pressures in the banking sector, including disruptions to credit markets, dependency on banking relations and the ability to comply with our credit facility covenants, the Company's ability to remediate its previously disclosed material weaknesses in internal control over financial reporting, and other risks associated with our common stock, as well as any litigation in which the Company may be involved from time to time; and other risk factors as discussed in the Company’s annual report on Form 10-K for the year ended December 31, 2023 filed on April 10, 2024, this quarterly report on Form 10-Q and in other filings made by the Company from time to time with the Securities and Exchange Commission (“SEC”). Our annual report on Form 10-K is available on the SEC’s EDGAR website at www.sec.gov, and a copy may also be obtained by contacting the Company. All forward-looking statements made in this Form 10-Q speak only as of the date of this report. We do not intend, and do not undertake any obligation, to update any forward-looking statements to reflect future events or circumstances after the date of such statements, except as required by law.

### Overview

We are a leading national health care service provider, facilitating outpatient care for Durable Medical Equipment manufacturers and health care providers. We provide our products and services to hospitals, oncology practices, ambulatory surgery centers, and other alternate site health care providers. Our headquarters is in Rochester Hills, Michigan, and we operate our business from a total of seven locations in the United States and Canada. We deliver local, field-based customer support, and we operate pump service and repair Centers of Excellence in Michigan, Kansas, California, Massachusetts, Texas and Ontario, Canada. InfuSystem, Inc., a wholly-owned subsidiary of the Company, is accredited by the Community Health Accreditation Partner (CHAP). We are also ISO 9001 certified at our Kansas, Michigan, Massachusetts, Canada and Santa Fe Springs, California locations and ISO 13485 certified at our Bakersfield, California location. During the fiscal year ended December 31, 2023, the Company also operated through First Biomedical, Inc., a Kansas Corporation, which was a wholly-owned subsidiary that merged into InfuSystem, Inc. on January 1, 2024.

InfuSystem competes for and retains its business primarily on the basis of its long participation and strong reputation in the Durable Medical Equipment space, its long-standing relationships with Durable Medical Equipment manufacturers and its health care provider customers, and the high levels of service it provides. Current barriers to entry for potential competitors are created by our: (i) growing number of third-party payer networks under contract; (ii) economies of scale, which allow for predictable reimbursement and less costly purchase and management of the pumps, respectively; (iii) established, long-standing relationships as a provider of pumps to outpatient oncology practices in the U.S. and Canada; (iv) pump fleet of ambulatory and large volume infusion pumps for rent and for sale, which may allow us to be more responsive to the needs of physicians, outpatient oncology practices, hospitals, outpatient surgery centers, homecare practices, patient rehabilitation centers and patients than a new market entrant; (v) seven geographic locations in the U.S. and Canada that allow for same day or next day delivery of pumps; and (vi) pump repair and service capabilities at all of these facilities and at our customer's locations. We do not perform any research and development on pumps, but we have made, and continue to make, investments in our information technology applications.

#### Patient Services Segment

Our Patient Services segment’s core purpose is to seek opportunities to grow our business by leveraging our unique know-how in clinic-to-home health care involving Durable Medical Equipment, our logistics and billing capabilities, our growing network of third-party payers under contract, and our clinical and biomedical capabilities. This leverage may take the form of new products and/or services, strategic alliances, joint ventures and/or acquisitions. The leading service within our Patient Services segment is to supply electronic ambulatory infusion pumps and associated disposable supply kits to private oncology clinics, infusion clinics and hospital outpatient oncology clinics to be utilized in the treatment of a variety of cancers, including colorectal cancer and other disease states ("Oncology Business"). Colorectal cancer is the fourth most prevalent form of cancer in the United States, according to the American Cancer Society, and the standard of care for the treatment of colorectal cancer relies upon continuous chemotherapy infusions delivered via ambulatory infusion pumps. One of the goals for the Patient Services segment is to expand into treatment of other types of cancers. There are a number of approved treatment protocols for pancreatic, head and neck, esophageal and other types of cancers, as well as other disease states that present opportunities for growth. There are also a number of other drugs currently approved by the U.S. Food and Drug Administration (the "FDA"), as well as agents in the pharmaceutical development pipeline, which we believe could potentially be used with continuous infusion protocols for the treatment of diseases other than colorectal cancer. Additional drugs or protocols currently in clinical trials may also obtain regulatory approval over the next several years. If these new drugs or protocols obtain regulatory approval for use with continuous infusion protocols, we expect the pharmaceutical companies to focus their sales and marketing efforts on promoting the new drugs and protocols to physicians, which could benefit us.

Furthermore, our Oncology Business focuses mainly on the continuous infusion of chemotherapy. Continuous infusion of chemotherapy can be described as the gradual administration of a drug via a small, lightweight, portable infusion pump over a prolonged period of time. A cancer patient can receive his or her medicine anywhere from one to 30 days per month depending on the chemotherapy regimen that is most appropriate to that individual’s health status and disease state. This may be followed by periods of rest and then repeated cycles with treatment goals of progression-free disease survival. This drug administration method has replaced intravenous push or bolus administration in specific circumstances. The advantages of slow continuous low doses of certain drugs are well documented. Clinical studies support the use of continuous infusion chemotherapy for decreased toxicity without loss of anti-tumor efficacy. The 2015 National Comprehensive Cancer Network ("NCCN") Guidelines recommend the use of continuous infusion for treatment of numerous cancer diagnoses. We believe that the growth of continuous infusion therapy is driven by three factors: (i) evidence of improved clinical outcomes; (ii) lower toxicity and side effects; and (iii) a favorable reimbursement environment.

We believe that oncology practitioners have a heightened sensitivity to providing quality service and to their ability to obtain reimbursement for services they provide. Simultaneously, the Center for Medicare and Medicaid Services and private insurers are increasingly focused on evidence-based medicine to inform their reimbursement decisions — that is, aligning reimbursement with clinical outcomes and adherence to standards of care. Continuous infusion therapy is a main component of the standard of care for certain types of cancers because clinical evidence demonstrates superior outcomes. Payers’ recognition of this benefit is reflected in their relative reimbursement policies for clinical services related to the delivery of this care.

Additional areas of focus for our Patient Services segment are as follows:

- Pain Management – providing our ambulatory pumps, products, and services for pain management in the area of post-surgical continuous peripheral nerve block.
- Wound Care – launched in November 2022, the Company established a partnership, SI Wound Care, LLC ("SI Wound Care"), with Sanara MedTech Inc. "Sanara"). The partnership will focus on delivering a complete wound care solution targeted at improving patient outcomes, lowering the cost of care, and increasing patient and provider satisfaction. The partnership is expected to enable InfuSystem to offer innovative products including negative pressure wound therapy ("NPWT") devices and supplies from Cork Medical LLC's ("Cork") and Genadyne Biotechnologies Inc. and Sanara's advanced wound care product line to new customers through the jointly controlled entity.
- Acquisitions – we believe there are opportunities to acquire smaller, regional health care service providers, in whole or part that perform similar services to us but do not have the national market access, network of third-party payer contracts or operating economies of scale that we currently enjoy. We may also pursue acquisition opportunities of companies that perform similar services, but offer different therapies or utilize different devices.
- Information technology-based services - we also plan to continue to capitalize on key new information technology-based services such as EXPRESS, InfuBus or InfuConnect, Pump Portal, DeviceHub and BlockPain Dashboard®.

The payer environment within our Patient Services segment is in a constant state of change. We continue to extend our considerable breadth of payer networks under contract as patients move into different insurance coverage plans, including Medicaid and Insurance Marketplace products. In some cases, this may slightly reduce our aggregate billed revenues payment rate but result in an overall increase in collected revenues, due to a reduction in concessions. Consequently, we are increasingly focused on revenues net of concessions.

#### Device Solutions Segment

Our Device Solutions segment’s core service is to: (i) sell or rent new and pre-owned pole-mounted and ambulatory infusion pumps and other Durable Medical Equipment; (ii) sell treatment-related consumables; and (iii) provide biomedical maintenance services on medical equipment that include recertification, annual preventative maintenance and repair services for oncology practices as well as other alternate site settings, including, home care and home infusion providers, skilled nursing facilities, pain centers and others. We provide biomedical services at both our facilities and at our customers' locations. We also provide these products and services to customers in the hospital market. We purchase new and pre-owned pole-mounted and ambulatory infusion pumps from a variety of sources on a non-exclusive basis. We repair, refurbish and provide biomedical certification for the devices as needed. The pumps are then available for sale, rental or to be used within our ambulatory infusion pump management service.

### InfuSystem Holdings, Inc. Results of Operations for the Three Months Ended June 30, 2024 Compared to the Three Months Ended June 30, 2023

The following represents the Company’s results of operations for the three months ended June 30, 2024 and 2023:

*(in thousands, except share and per share data)*

| Net revenues: | Three Months Ended June 30, 2024 | 2023 | Better (Worse) |
| --- | ---: | ---: | ---: |
| Patient Services | $20,246 | $19,319 | $927 |
| Device Solutions | 15,194 | 14,097 | 1,097 |
| Less: elimination of inter-segment revenues (a) | (1,742) | (1,681) | (61) |
| Total Device Solutions | 13,452 | 12,416 | 1,036 |
| Total | 33,698 | 31,735 | 1,963 |
| Gross profit: |  |  |  |
| Patient Services | 13,444 | 11,845 | 1,599 |
| Device Solutions | 3,224 | 3,987 | (763) |
| Total | 16,668 | 15,832 | 836 |
| Selling, general and administrative expenses: |  |  |  |
| Amortization of intangibles | 247 | 247 | — |
| Selling and marketing | 3,042 | 2,985 | (57) |
| General and administrative | 11,524 | 11,352 | (172) |
| Total selling, general and administrative expenses | 14,813 | 14,584 | (229) |
| Operating income | 1,855 | 1,248 | 607 |
| Other expense | (547) | (618) | 71 |
| Income before income taxes | 1,308 | 630 | 678 |
| Provision for income taxes | (591) | (195) | (396) |
| Net income | $717 | $435 | $282 |
| Net income per share: |  |  |  |
| Basic | $0.03 | $0.02 | $0.01 |
| Diluted | $0.03 | $0.02 | $0.01 |
| Weighted average shares outstanding: |  |  |  |
| Basic | 21,299,089 | 20,955,048 | 344,041 |
| Diluted | 21,711,198 | 21,600,346 | 110,852 |
| (a) Inter-segment allocations are for cleaning and repair services performed on medical equipment. |  |  |  |

#### Net Revenues

Net revenues for the quarter ended June 30, 2024 ("second quarter of 2024") were $33.7 million, an increase of $2.0 million, or 6.2%, compared to $31.7 million for the quarter ended June 30, 2023 ("second quarter of 2023"). The increase included higher net revenues for both the Patient Services and Device Solutions segments.

#### Patient Services

Patient Services net revenue of $20.2 million increased $0.9 million, or 4.8%, during the second quarter of 2024 compared to the prior year period. This increase was primarily attributable to additional treatment volume and increased third-party payer collections totaling $2.1 million offset partially by $1.2 million lower revenue from sales-type leases of NPWT pumps. The improved volume and collections benefited Oncology revenue by $1.5 million, or 8.9%, Pain Management revenue by $0.3 million, or 28.9%, and Wound Care treatment revenue by $0.3 million, or 188.0%. Sales-Type Lease revenue of NPWT pumps, which had a tough comparison to an unusually strong prior year, decreased by $1.2 million.

#### Device Solutions

Device Solutions net revenue of $13.5 million increased $1.0 million, or 8.3%, during the second quarter of 2024 compared to the prior year period. This increase included higher biomedical services revenue, which increased by $0.5 million, or 13.6%, higher rental revenue totaling $0.4 million, or 9.2%, and higher disposable medical supplies revenue, which increased by $0.4 million, or 20.4%. These increases were partially offset by lower medical equipment sales, which decreased by $0.3 million, or 18.8%. The increased biomedical revenue was mainly attributable to increased revenue from the master services agreement that we entered into in April 2022. The increases in rental revenue and disposables are mainly attributable to a new customer added during the period. Lower medical equipment sales reflects normal shipment timing for large contracts.

#### Gross Profit

Gross profit for the second quarter of 2024 of $16.7 million increased by $0.8 million, or 5%, compared to the second quarter of 2023. This increase was due to the increase in net revenues offset partially by a lower gross profit percentage of net revenue ("gross margin"). During the second quarter of 2024, we identified and corrected an immaterial error in our accrued liabilities associated with travel expenses resulting in a unfavorable cumulative expense adjustment to cost of revenues totaling $0.6 million during the second quarter of 2024. The lower gross margin was attributable to this adjustment, which represented 1.6% of net revenue for the second quarter of 2024. Gross margin was 49.5% during the second quarter of 2024 compared to 49.9% during the prior year period, a decrease of 0.4%. Gross profit and gross margin increased in the Patient Services segment but were both lower in the Device Solutions segment.

#### Patient Services

Patient Services gross profit was $13.4 million during the second quarter of 2024, representing an increase of $1.6 million compared to the prior year period. The increase reflected the higher net revenue and higher gross margin, which increased from the prior year by 5.1% to 66.4%. The increase in gross margin reflected increased third-party payer collections, favorable gross margin mix, lower pump disposal expenses and improved coverage of fixed costs from higher net revenue. The favorable gross margin mix was mainly related to the decrease in revenue related to NPWT equipment leases which have a lower average gross margin than other Patient Services revenue categories. Pump disposal expenses, which include retirements of damaged pumps and reserves for missing pumps, decreased by $0.1 million during the second quarter of 2024 compared to the prior year period.

#### Device Solutions

Device Solutions gross profit during the second quarter of 2024 was $3.2 million, representing a decrease of $0.8 million, or 19.1%, compared to the prior year. This decrease was due to the $0.6 million error correction and a decrease in gross margin. These decreases were partially offset by higher net revenue. The Device Solutions gross margin was 24.0% during the current quarter, which was 8.1% lower than the prior year period which included a 4.1% reduction related to the error correction. The remaining decrease was due to unfavorable sales mix favoring lower margin products including disposable medical supplies.

#### Selling and Marketing Expenses

Selling and marketing expenses were $3.0 million for the second quarter of 2024, representing an increase of $0.1 million, or 1.9%, compared to the prior year. Selling and marketing expenses as a percentage of net revenues decreased to 9.0% compared to 9.4% in the prior year period. This decrease reflected a reduction in sales team members and improved coverage of fixed costs from higher net revenues. The selling and marketing expenses during these periods consisted of sales personnel salaries, commissions and associated fringe benefit and payroll-related items, marketing, travel and entertainment and other miscellaneous expenses.

#### General and Administrative Expenses

General and administrative ("G&A") expenses for the second quarter of 2024 were $11.5 million, an increase of 1.5% from $11.4 million for the second quarter of 2023. G&A expenses during these periods consisted primarily of accounting, administrative, third-party payer billing and contract services, customer service, nurses on staff, new product services, service center personnel salaries, fringe benefits and other payroll-related items, professional fees, legal fees, stock-based compensation, insurance and other miscellaneous items. G&A expenses as a percentage of net revenues for the second quarter of 2024 decreased to 34.2% compared to 35.8% for the prior year period, mainly reflecting improved net revenue leverage over fixed costs.

#### Other Expenses

During the second quarter of 2024, other expense included interest expense of $0.5 million, which was $0.1 million lower than interest expense for the second quarter of 2023. Interest expense includes interest and other fees paid in relation to borrowings under the 2021 Credit Agreement, as amended, partially offset by amounts received on interest rate swap derivatives. The decrease resulted from lower average outstanding debt balances during the second quarter of 2024 compared to the second quarter of 2023, partially offset by higher commitment fees on a higher unused revolving line availability.

#### Provision For Income Taxes

During the second quarter of 2024, the Company recorded a provision for income taxes totaling $0.6 million on pre-tax income of $1.3 million, representing an effective tax rate of 45%. During the second quarter of 2023, the Company recorded a provision for income taxes of $0.2 million on a pre-tax income of $0.6 million, representing an effective tax rate of 31%. The effective tax rates for these periods differed from the U.S. statutory rate mainly due to the effects of local, state and foreign jurisdiction income taxes and certain permanent differences in expenses recognized for tax purposes, such as non-deductible meals and entertainment, management compensation and differences between expense recognized for book purposes versus tax purposes associated with equity compensation expense. The impact of permanent differences weigh heavier on the effective tax rate when pre-tax earnings are close to break even.

### InfuSystem Holdings, Inc. Results of Operations for the Six Months Ended June 30, 2024 Compared to the Six Months Ended June 30, 2023

The following represents the Company’s results of operations for the six months ended June 30, 2024 and 2023:

*(in thousands, except share and per share data)*

| Net revenues: | Six Months Ended June 30, 2024 | 2023 | Better/ (Worse) |
| --- | ---: | ---: | ---: |
| Patient Services | $38,837 | $38,093 | $744 |
| Device Solutions | 30,311 | 27,323 | 2,988 |
| Less: elimination of inter-segment revenues (a) | (3,455) | (3,311) | (144) |
| Total Device Solutions | 26,856 | 24,012 | 2,844 |
| Total | 65,693 | 62,105 | 3,588 |
| Gross profit: |  |  |  |
| Patient Services | 25,718 | 23,386 | 2,332 |
| Device Solutions | 7,424 | 7,396 | 28 |
| Total | 33,142 | 30,782 | 2,360 |
| Selling, general and administrative expenses: |  |  |  |
| Amortization of intangibles | 495 | 495 | — |
| Selling and marketing | 6,418 | 6,209 | (209) |
| General and administrative | 25,219 | 22,937 | (2,282) |
| Total selling, general and administrative expenses | 32,132 | 29,641 | (2,491) |
| Operating income | 1,010 | 1,141 | (131) |
| Other expense | (1,000) | (1,137) | 137 |
| Income before income taxes | 10 | 4 | 6 |
| (Provision for) benefit from income taxes | (405) | 107 | (512) |
| Net loss income | $(395) | $111 | $(506) |
| Net loss income per share: |  |  |  |
| Basic | $(0.02) | $0.01 | $(0.03) |
| Diluted | $(0.02) | $0.01 | $(0.03) |
| Weighted average shares outstanding: |  |  |  |
| Basic | 21,262,429 | 20,904,315 | 358,114 |
| Diluted | 21,262,429 | 21,565,667 | (303,238) |
| (a) Inter-segment allocations are for cleaning and repair services performed on medical equipment. |  |  |  |

#### Net Revenues

Net revenues for the six-month period ended June 30, 2024 ("first half of 2024") were $65.7 million, an increase of $3.6 million, or 5.8%, compared to $62.1 million for the six-month period ended June 30, 2023 ("first half of 2023"). The increase included higher net revenues for both the Patient Services and Device Solutions segments.

#### Patient Services

Patient Services net revenue of $38.8 million increased $0.7 million, or 2.0%, during the first half of 2024 compared to the same prior year period. This increase was primarily attributable additional treatment volume and increased third-party payer collections totaling $2.3 million offset partially by $1.5 million lower revenue from sales-type leases of NPWT pumps. The improved volume and collections benefited Oncology revenue by $1.4 million or 4.2%, Pain Management revenue by $0.2 million, or 8.4%, and Wound Care treatment revenue by $0.7 million, or 195.5%. Sales-Type Lease revenue of NPWT pumps, which had a tough comparison to an unusually strong prior year amount, decreased by $1.5 million.

#### Device Solutions

Device Solutions net revenue of $26.9 million increased $2.8 million, or 11.8%, during the first half of 2024 compared to the same prior year period. This increase included higher biomedical services revenue, which increased by $1.6 million, or 21.4%, higher rental revenue totaling $0.7 million, or 8.0%, higher disposable medical supplies revenue, which increased by $0.3 million or 6.7% and higher medical equipment sales, which increased by $0.3 million, or 8.0%. The increased biomedical revenue was mainly attributable to increased revenue from the master services agreement that we entered into in April 2022. The increases in rental revenue and disposables are mainly attributable to a new customer added during the period.

#### Gross Profit

Gross profit of $33.1 million for the first half of 2024 increased $2.4 million, or 7.7%, from $30.8 million for the first half of 2023. This increase was due to the increase in net revenues and by a higher gross profit percentage of net revenue ("gross margin"). During the second quarter of 2024, we identified and corrected an immaterial error in our accrued liabilities associated with travel expenses resulting in a unfavorable cumulative expense adjustment to cost of revenues totaling $0.6 million during the second quarter of 2024. This adjustment represented 0.8% of net revenue for the first half of 2024. Gross profit increased for both the Patient Services and Device Solutions segments. Gross margin increased to 50.4% during the first half of 2024 compared to 49.6% during the same prior year period. Gross margin increased in the Patient Services segment but was lower in the Device Solutions segment.

#### Patient Services

Patient Services gross profit was $25.7 million during the first half of 2024, representing an increase of $2.3 million, or 10.0%, compared to the same prior year period. The improvement reflected increased net revenue and higher gross margin, which increased from the prior year by 4.8% to 66.2%. The increase in gross margin reflected increased third-party payer collections, lower pump disposal expenses, favorable gross margin mix and improved coverage of fixed costs from higher net revenue. The favorable gross margin mix was mainly related to the decrease in revenue related to NPWT equipment leases which have a lower average gross margin than other Patient Services revenue categories. Pump disposal expenses, which include retirements of damaged pumps and reserves for missing pumps, decreased by $0.6 million during the first half of 2024 compared to the prior year period.

#### Device Solutions

Device Solutions gross profit during the first half of 2024 was $7.4 million, which was the same amount as the prior year period. Higher gross profit associated with increased net revenue was offset by a lower gross margin. The Device Solutions gross margin was 27.6% during the current period, which was 3.2% lower than the same prior year period. This decrease included a 2.1% reduction related to the error correction. The remaining decrease was due to unfavorable sales mix favoring lower margin products including disposable medical supplies.

#### Selling and Marketing Expenses

Selling and marketing expenses for the first half of 2024 were $6.4 million, representing an increase of $0.2 million, or 3.4%, compared to selling and marketing expenses for the first half of 2023. Selling and marketing expenses consist of sales personnel salaries, commissions and associated fringe benefit and payroll-related items, marketing, travel and entertainment and other miscellaneous expenses. Selling and marketing expenses as a percentage of net revenues was 9.8% representing a slight decrease from the prior year period amount of 10.0%.

#### General and Administrative Expenses

G&A expenses for the first half of 2024 were $25.2 million, an increase of $2.3 million, or 9.9%, from the first half of 2023. G&A expenses during these periods consisted primarily of accounting, administrative, third-party payer billing and contract services, customer service, nurses on staff, new product services, service center personnel salaries, fringe benefits and other payroll-related items, professional fees, legal fees, stock-based compensation, insurance and other miscellaneous items.

Additionally, the amount for 2024 included a one-time $0.6 million payment to a former member of the board of directors related to a Cooperation Agreement and a one-time payment to the Company's former audit firm for services related to their consent to include their prior year audit report in our 2023 annual report totaling $0.3 million. The remaining increase of $1.4 million included increased stock-based compensation expenses of $0.4 million and other increased expenses totaling $1.0 million. The other increases were associated with revenue volume growth including the cost of additional personnel, information technology and general business expenses and included inflationary increases. G&A expenses as a percentage of net revenues for the first half of 2024 increased to 38.4% compared to 36.9% for the same prior year period.

#### Other Expenses

During the first half of 2024, other income and expense included interest expense of $0.9 million, which was slightly lower than interest expense for the first half of 2023. This decrease was due to a decrease in outstanding borrowings on the 2021 Credit Agreement, as amended, (defined below) revolving line of credit partially offset by higher average interest rates.

#### (Provision For) Benefit From Income Taxes

During the first half of 2024, the Company recorded a provision for income taxes totaling $0.4 million on a slight amount of pre-tax income. During the first half of 2023, the Company recorded a benefit from income taxes totaling $0.1 million on a slight amount of pre-tax income. These amounts differed from the U.S. statutory amounts mainly due to the effects of local, state and foreign jurisdiction income taxes, limitations on the deductions of certain expenses including meals and entertainment expense and management compensation and differences between expense recognized for book purposes versus tax purposes associated with equity compensation expense. The impact of permanent differences weighs heavier on the effective tax rate when pre-tax earnings are close to break even.

### Liquidity and Capital Resources

#### Overview

We finance our operations and capital expenditures with cash generated from operations and borrowings under our existing credit agreement. On February 5, 2021, we and certain of our subsidiaries, as borrowers, entered into a Credit Agreement (the "2021 Credit Agreement") with JPMorgan Chase Bank, N.A., as administrative agent, sole bookrunner and sole lead arranger (the "Agent"), and the lenders party thereto, which replaced our then existing credit facility. On April 26, 2023, the Company entered into a First Amendment to the 2021 Credit Agreement (the "First Amendment") with the Agent and the lenders party thereto, which amended the 2021 Credit Agreement. See Note 7 (Debt) in the notes to the accompanying unaudited condensed consolidated financial statements for additional information regarding the 2021 Credit Agreement and the First Amendment.

The following table summarizes our available liquidity (in thousands):

| Liquidity | June 30, 2024 | December 31, 2023 |
| --- | ---: | ---: |
| Cash and cash equivalents | $146 | $231 |
| Availability on revolving facility | 40,336 | 45,361 |
| Available liquidity | $40,482 | $45,592 |

Our liquidity and borrowing plans are established to align with our financial and strategic planning processes and ensure we have the necessary funding to meet our operating commitments, which primarily include the purchase of medical equipment, inventory, payroll and general expenses. We also take into consideration our overall capital allocation strategy, which includes investment for future organic growth, potential acquisitions and share repurchases. We believe we have adequate sources of liquidity and funding available to meet our liquidity requirements for at least the next year from the filing date of this report, as well as for our currently anticipated long-term needs, including our long-term lease obligations discussed above in Note 13 (Leases) in the notes to the accompanying unaudited condensed consolidated financial statements. However, any projections of future earnings and cash flows are subject to substantial uncertainty, including factors such as the successful execution of our business plan and general economic conditions. We may need to access debt and equity markets in the future if unforeseen costs or opportunities arise, to meet working capital requirements, fund acquisitions or investments or repay indebtedness under the 2021 Credit Agreement, as amended. If we need to obtain new debt or equity financing in the future, the terms and availability of such financing may be impacted by economic and financial market conditions as well as our financial condition and results of operations at the time we seek additional financing.

### Long-Term Debt Activities:

The following table illustrates the net availability under the revolving credit facility ("Revolving Facility") under the 2021 Credit Agreement, as amended, as of the applicable balance sheet date (in thousands):

| Revolving Facility: | June 30, 2024 | December 31, 2023 |
| --- | ---: | ---: |
| Gross availability | $75,000 | $75,000 |
| Outstanding draws | (34,464) | (29,439) |
| Letters of credit | (200) | (200) |
| Availability on Revolving Facility | $40,336 | $45,361 |

As of June 30, 2024, amounts outstanding under the Revolving Facility provided under the 2021 Credit Agreement, as amended, bear interest at a variable rate equal to, at the Company’s election, Adjusted Term SOFR for Term Benchmark loans or an Alternative Base Rate for ABR loans, as defined by the First Amendment, plus a spread that will vary depending upon the Company’s leverage ratio. The spread ranges from 2.00% to 3.00% for Term Benchmark Loans and 1.00% to 2.00% for base rate loans. The weighted-average Term Benchmark loan rate at June 30, 2024 was 7.43% (Adjusted Term SOFR of 5.43% plus 2.00%). The actual ABR loan rate at June 30, 2024 was 9.50% (lender’s prime rate of 8.50% plus 1.00%). As of June 30, 2024, the Company was in compliance with all debt-related covenants under the 2021 Credit Agreement, as amended.

#### Share Repurchase Program

On May 16, 2024, our Board of Directors approved a stock repurchase program (the "Share Repurchase Program") that authorizes the Company to repurchase up to $20.0 million of the Company’s outstanding common stock through June 30, 2026. The Share Repurchase Program supersedes the previous authorization, which was set to expire on June 30, 2024. Repurchases under the Share Repurchase Program are subject to market conditions, the periodic capital needs of the Company’s operating activities, and the continued satisfaction of all covenants under the Company’s existing 2021 Credit Agreement, as amended. Repurchases under the Share Repurchase Program may take place in the open market or in privately negotiated transactions and may be made under a Rule 10b5-1 plan. The Share Repurchase Program does not obligate the Company to repurchase shares and may be suspended, terminated, or modified at any time at the discretion of the Board.

As of June 30, 2024, the Company had repurchased and retired approximately $0.3 million, or 41,139 shares, of the Company's outstanding common stock under the Share Repurchase Program. The Company had repurchased and retired approximately $6.2 million, or 553,149 shares under the previous authorization.

### Cash Flows:

The following table summarizes our cash flows (in thousands):

*In millions*

|  | Six Months Ended June 30, 2024 | 2023 | 2023 vs. 2022 |
| --- | ---: | ---: | ---: |
| Net cash provided by operating activities | $2,686 | $2,301 | $385 |
| Net cash used in investing activities | $(7,114) | $(5,390) | $(1,724) |
| Net cash provided by financing activities | $4,343 | $3,058 | $1,285 |

***Operating Cash Flow***. Operating cash flows provided $2.7 million in cash during the first half of 2024 and $2.3 million of cash during the first half of 2023. This $0.4 million favorable difference was attributable to a reduction of cash used to fund working capital items, which was $4.4 million during first half of 2024 compared to $5.3 million during first half of 2023, a decrease of $0.9 million. This amount was offset by a decrease in net (loss) income adjusted for non-cash items, which was $7.1 million during the first half of 2024 compared to $7.6 million during the first half of 2023, a decrease of $0.5 million. The decrease in net (loss) income adjusted for non-cash items was primarily attributable to the increased general and administrative, offset partially by the higher revenue and gross profit described above. The use of cash for working capital items during the first half of 2024 included a $3.3 million decrease in accounts payable and other liabilities net of capital items, a $1.2 million increase in accounts receivable, a $0.4 million increase in other current assets and a $0.4 million increase in inventories. These cash flow uses were partially offset by a $0.9 million decrease in other assets. The cash used for working capital items during the first half of 2023 included a $1.7 million increase in other assets, a $1.0 million increase in other current assets, a $0.9 million increase in inventories and a $0.5 million increase in accounts receivable. These were partially offset by a $1.2 million decrease in accounts payable and other liabilities net of capital items.

The increase in accounts receivable during both periods was mainly due to the increase in revenue during each period. This increase was greater during the first half of 2023 when the revenue was growing at a higher rate and increased revenue attributable to sales-type leases was included, which resulted in higher lease receivables (of which the long-term portion is included in other assets versus accounts receivable) and to the biomedical master services agreement described above, a part of which increased the related contract asset (which is included in other current assets versus accounts receivable). Revenue increased in the first half of 2024, but at a lower rate than the first half of 2023, largely resulting in an increased accounts receivable balance. Accounts payable and other liabilities net of capital items decreased by $3.3 million during the first half of 2024 and decreased $1.2 million during the first half of 2023, representing a $2.1 million unfavorable cash flow swing, mainly due to an increase in the amount paid in 2024 for the 2023 short-term incentive bonus plan as compared to the amount paid in 2023 for the 2022 short-term incentive bonus plan. The increase in inventories during 2023 reflected the higher revenue growth during that period. The decrease in other assets was due to lower long-term lease receivables due to customer payments received and a decrease in the amount of equipment sales on leases during 2024 as compared to 2023.

***Investing Cash Flow.*** Net cash used in investing activities was $7.1 million for the first half of 2024 compared to $5.4 million for the first half of 2023, an increase of $1.7 million. The increase was due to an increase totaling $1.8 million in cash used to purchase medical equipment and other property and equipment during the first half of 2024 compared to the first half of 2023. Purchases of medical equipment were higher during 2024 compared to 2023 because a higher portion of the revenue growth in 2024 came from rental revenues that require capital equipment purchases.

***Financing Cash Flow.*** Net cash provided by financing activities for the first half of 2024 was $4.3 million compared to $3.1 million for the first half of 2023. The amount of cash flow provided by financing activities during 2024 included net revolving line of credit borrowings under the 2021 Credit Agreement totaling $5.0 million and cash proceeds from employee stock option exercises and employee stock purchase plan proceeds totaling $0.2 million combined. These cash sources were partially offset by cash used to satisfy statutory withholding on employee stock based compensation plans totaling $0.6 million and $0.3 million to repurchase the Company's common stock. Cash provided by financing activities during 2023 primarily related to net revolving line of credit borrowings under the 2021 Credit Agreement totaling $3.1 million and $0.8 million in cash proceeds from employee stock option exercises and employee stock purchase plan proceeds combined. These were partially offset by cash used to satisfy statutory withholding on employee stock based compensation plans totaling $0.5 million, $0.2 million to repurchase the Company's common stock and $0.2 million in debt issuance costs related to the First Amendment to the 2021 Credit Agreement.

### Critical Accounting Policies and Estimates

The unaudited condensed consolidated financial statements are prepared in conformity with GAAP, which require the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses in the periods presented. We believe that the accounting estimates employed are appropriate and resulting balances are reasonable; however, due to inherent uncertainties in making estimates, actual results could differ from the original estimates, requiring adjustments to these balances in future periods. The critical accounting estimates that affect the unaudited condensed consolidated financial statements and the judgments and assumptions used are consistent with those described in the notes to the audited consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 10, 2024. There have been no material changes to our critical accounting policies described in the notes to the audited consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2023.

## Market risk

As filed, 5,673 characters.

We are exposed to market risk from changes in foreign currency exchange rates and short-term interest rates. Market risks for changes in interest rates relate primarily to our debt obligations under our 2021 Credit Agreement. Foreign currency exchange risks are attributable to sales to foreign customers and purchases from foreign suppliers not denominated in our functional currency, which is the U.S. Dollar ("USD") and include exposures primarily to the Canadian Dollar.

The Company periodically enters into derivative contracts with the objective of managing its financial and operational exposure arising from these risks by offsetting gains and losses on the underlying exposures with gains and losses on the financial instruments used to hedge them. We did not have any foreign currency derivative contracts outstanding at any time during the three and six months ended June 30, 2024. The maximum length of time over which we hedge our exposure to short-term interest rate risk is equal to the remaining term for the debt obligation being hedged. We had interest rate derivative contracts with a notional value of $20.0 million as of both June 30, 2024 and December 31, 2023.

We do not enter into derivative financial instruments for speculative or trading purposes. Our hedging relationships are formally documented at the inception of the hedge, and hedges must be highly effective in offsetting changes to future cash flows on hedged transactions both at the inception of a hedge and on an ongoing basis to be designated for hedge accounting treatment. For derivative contracts, which can be classified as a cash flow hedge, the effective portion of the change in the fair value of the derivative is recorded to accumulated other comprehensive income in the condensed consolidated balance sheets. When the underlying hedge transaction is realized, the gain or loss included in accumulated other comprehensive income is recorded in earnings in the condensed consolidated statements of operations and comprehensive loss on the same line as the gain or loss on the hedged item attributable to the hedged risk. We record the ineffective portion of interest rate hedging instruments, if any, to interest expense in the condensed consolidated statements of income. See Note 8 to our condensed consolidated financial statements for information related to the fair values of derivative instruments in our condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023, respectively, and information related to the effect of derivative instruments included in our condensed consolidated statements of operations and comprehensive loss including the amount of unrealized gain associated with our interest rate derivatives reported in accumulated other comprehensive income that was reclassified into earnings during the three and six months ended June 30, 2024 and 2023, respectively.

The Company uses an income approach to value derivative instruments, analyzing quoted market prices to calculate the forward values and then discounting such forward values to the present value using benchmark rates at commonly quoted intervals for the instrument’s full term.

In July 2017, the Financial Conduct Authority (the authority that regulates the London Interbank Offered Rate ("LIBOR") announced its intent to stop compelling banks to submit rates for the calculation of LIBOR after 2021, and the administrator of LIBOR announced its intention to cease the publication of the one week and two month USD LIBOR settings immediately following December 31, 2021, and the remaining USD LIBOR settings immediately following the LIBOR publication on June 30, 2023. The one week and two month USD LIBOR settings were last published on December 31, 2021. Additionally, it is expected that banks no longer issue LIBOR-based debt after December 31, 2021. Accordingly, there is considerable uncertainty regarding the publication of such rates beyond these dates. The Alternative Reference Rates Committee ("ARRC") has proposed that the Secured Overnight Financing Rate ("SOFR") is the rate that represents best practice as the alternative to USD LIBOR for use in derivatives and other financial contracts that are currently indexed to USD LIBOR. ARRC has proposed a paced market transition plan to SOFR from USD LIBOR and organizations are currently working on industry-wide and company-specific transition plans as it relates to derivatives and cash markets exposed to USD LIBOR. On April 26, 2023, the Company amended its 2021 Credit Agreement with the First Amendment, discussed in Note 7 to the condensed consolidated financial statements, to provide for the replacement of LIBOR with Term SOFR as a benchmark interest rate. Prior to the First Amendment, net revolving loans under the 2021 Credit Agreement were indexed to USD LIBOR. As discussed in Note 8 to the condensed consolidated financial statements, on May 11, 2023, the Company settled its two outstanding interest rate swap agreements, which were indexed to USD LIBOR, and entered into a new interest rate swap agreement indexed to SOFR to coincide with the index change in the 2021 Credit Agreement, as amended. The new swap agreement has a notional value of $20 million, which is equal to the combined notional value of the two settled swap agreements. The term of the new swap agreement, which matches the April 26, 2028 expiration date of the 2021 Credit Agreement, as amended, extends past the term of the settled swap agreements by approximately 26 months. Because of the hedging relationships, a change of 50% in the market rate of SOFR would not have a material impact on our financial results.

## Controls and procedures

As filed, 4,100 characters.

### Evaluation of Disclosure Controls and Procedures

We maintain a set of disclosure controls and procedures as defined in Rules 13a-15 and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), designed to ensure that material information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that material information is accumulated and communicated to our management, including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), as appropriate, to allow timely decisions regarding required disclosures. Our CEO and CFO have evaluated these disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q and have determined that such disclosure controls and procedures were not effective due to material weaknesses described below.

### Material Weakness in Internal Control over Financial Reporting

In connection with the preparation of our quarterly report on Form 10-Q for the three months ended June 30, 2024, management identified a material weakness in our internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The Company identified a material weakness in that we did not design and maintain effective internal controls over the completeness and accuracy of its accrual for employee travel and expenses.

To remediate this material weakness, the Company is in the process of designing and implementing controls that will improve the completeness and accuracy of its employee travel and expense accrual balances.

Although the remediation plan is subject to continual review and revision, we expect the remediation plan described above will address the identified material weakness. The remediation plan is subject to oversight by the Audit Committee of the Board of Directors and the identified material weakness will not be considered remediated until the applicable controls have been fully implemented and operate for a sufficient period of time.

### Ongoing Remediation of Previously Identified Material Weakness

As previously described in Part II, Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, we are implementing measures designed to ensure that the control deficiency contributing to the previously disclosed material weakness is remediated, such that the controls are designed, implemented, and operating effectively. The Company is in the process of designing and implementing controls that will improve the Company's ongoing application of US GAAP related to revenue recognition for the Company's rental revenue contracts under ASC Topic 842, *Leases* and ASC Topic 606, *Revenue from Contracts with Customers*. These remediation actions remain in process in addition to further modifications deemed necessary to address the material weakness. We expect these changes to materially improve our internal controls.

The material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. Management believes the remediation of this material weakness will be completed prior to the end of fiscal year 2024. However, there is no assurance as to when such remediation will be completed.

### Changes in Internal Control over Financial Reporting

Except for the identification of the material weaknesses and remediation measures described above, there were no changes in the Company's internal control over financial reporting during the quarter ended June 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 286 characters.

For information regarding factors that could affect our results of operations, financial condition and liquidity, refer to the section entitled "Risk Factors" in Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 10, 2024.

Filed Aug 9, 2024.
Source: SEC EDGAR, the filing index for accession 0001628280-24-036502. Last ingested by Listed: Nov 5, 2026, 11:36 ET. No prices; not investment advice.