infu-20220331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended March 31, 2022

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from _____ to _____

Commission File Number: 001-35020

INFUSYSTEM HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware			20-3341405
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)

3851 West Hamlin Road

Rochester Hills, Michigan 48309

(Address of Principal Executive Offices)

Registrant’s Telephone Number, including Area Code: (248) 291-1210

Securities Registered Pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on which Registered
Common Stock, par value $0.0001 per share	INFU	NYSE American LLC

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 x 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x 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 accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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. ¨

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

As of April 29, 2022, 20,540,143 shares of the registrant’s common stock, par value $0.0001 per share, were outstanding.

Table of Contents

INFUSYSTEM HOLDINGS, INC. AND SUBSIDIARIES

Index to Form 10-Q


		PAGE
PART I -	FINANCIAL INFORMATION

Item 1.	Financial Statements	3

	-Unaudited Condensed Consolidated Balance Sheets as of March 3 1 , 202 2 and December 31, 202 1	3
	-Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the three months ended March 3 1 , 202 2 and 202 1	4
	-Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 3 1 , 202 2 and 202 1	5
	-Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 3 1 , 202 2 and 202 1	6
	-Notes to the Unaudited Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27

Item 4.	Controls and Procedures	28

PART II -	OTHER INFORMATION

Item 1.	Legal Proceedings	29

Item 1A.	Risk Factors	29

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 3.	Defaults Upon Senior Securities	29

Item 4.	Mine Safety Disclosures	30

Item 5.	Other Information	30

Item 6.	Exhibits	31

	Signatures	32

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

INFUSYSTEM HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


	As of
(in thousands, except par value and share data)	March 31, 2022		December 31, 2021

ASSETS
Current assets:
Cash and cash equivalents	$	405	$	186
Accounts receivable, net	16,392		15,405
Inventories	3,878		3,939
Other current assets	2,585		2,535

Total current assets	23,260		22,065
Medical equipment for sale or rental	1,987		1,742
Medical equipment in rental service, net of accumulated depreciation	39,113		39,871
Property & equipment, net of accumulated depreciation	4,375		4,523
Goodwill	3,710		3,710
Intangible assets, net	10,219		10,930
Operating lease right of use assets	3,916		4,241
Deferred income taxes	10,277		10,033
Other assets	1,380		471

Total assets	$	98,237	$	97,586

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	8,242	$	7,862
Current portion of long-term debt	156		349
Other current liabilities	5,543		4,685

Total current liabilities	13,941		12,896
Long-term debt, net of current portion	34,792		32,748

Operating lease liabilities, net of current portion	3,451		3,670

Total liabilities	52,184		49,314

Stockholders’ equity:
Preferred stock, $0.0001 par value: authorized 1,000,000 shares; none issued	—		—
Common stock, $0.0001 par value: 200,000,000 shares authorized; 20,540,143 shares issued and outstanding as of March 31, 2022 and 20,699,546 shares issued and outstanding as of December 31, 2021	2		2
Additional paid-in capital	103,373		101,905
Accumulated other comprehensive income	955		268
Retained deficit	(58,277)		(53,903)

Total stockholders’ equity	46,053		48,272

Total liabilities and stockholders’ equity	$	98,237	$	97,586

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

INFUSYSTEM HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(UNAUDITED)


(in thousands, except share and per share data)	Three Months Ended March 31,
	2022		2021

Net revenues	$	26,763	$	24,463
Cost of revenues	11,396		9,887
Gross profit	15,367		14,576

Selling, general and administrative expenses:
Provision for doubtful accounts	47		(70)
Amortization of intangibles	710		1,043
Selling and marketing	3,319		2,376
General and administrative	11,816		10,354

Total selling, general and administrative	15,892		13,703

Operating (loss) income	(525)		873
Other expense:
Interest expense	(277)		(322)
Other expense	(28)		(69)

(Loss) income before income taxes	(830)		482
Benefit from income taxes	462		179
Net (loss) income	$	(368)	$	661
Net (loss) income per share
Basic	$	(0.02)	$	0.03
Diluted	$	(0.02)	$	0.03
Weighted average shares outstanding:
Basic	20,609,372		20,338,160
Diluted	20,609,372		21,937,639

Comprehensive income:
Net (loss) income	$	(368)	$	661
Other comprehensive income:
Unrealized gain on hedges	905		158
Provision for income tax on unrealized hedge gain	(218)		—
Net comprehensive income	$	319	$	819

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

INFUSYSTEM HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF

STOCKHOLDERS’ EQUITY

(UNAUDITED)


	Common Stock			Additional Paid in Capital		Retained Deficit		Accumulated Other Comprehensive Income		Treasury Stock			Total Stockholders’ Equity
(in thousands)	Shares	Par Value Amount								Shares	Par Value Amount
Balances at December 31, 2020	23,816	$	2	$	84,785	$	(44,035)	$	—	(3,518)	$	—	$	40,752
Stock-based shares issued upon vesting - gross	129	—		139		—		—		—	—		139
Stock-based compensation expense	—	—		1,635		—		—		—	—		1,635
Employee stock purchase plan	—	—		169		—		—		—	—		169
Common stock repurchased to satisfy minimum statutory withholding on stock-based compensation	(30)	—		(565)		—		—		—	—		(565)



Other comprehensive income	—	—		—		—		158		—	—		158
Net income	—	—		—		661		—		—	—		661
Balances at March 31, 2021	23,915	$	2	$	86,163	$	(43,374)	$	158	(3,518)	$	—	$	42,949

Balances at December 31, 2021	20,700	$	2	$	101,905	$	(53,903)	$	268	—	$	—	$	48,272
Stock-based shares issued upon vesting - gross	125	—		239		—		—		—	—		239
Stock-based compensation expense	—	—		1,047		—		—		—	—		1,047
Employee stock purchase plan	28	—		236		—		—		—	—		236
Common stock repurchased to satisfy minimum statutory withholding on stock-based compensation	(3)	—		(54)		—		—		—	—		(

SEC Form 10-Q filed by InfuSystems Holdings Inc.