infu-20230331

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, 2023

¨ 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_SAFE.SMART.TRUSTED._PMSC_Stacked_10-19.jpg

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 May 5, 2023, 20,931,147 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 3 and December 31, 202 2	3
	-Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the three months ended March 3 1 , 202 3 and 202 2	4
	-Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 3 1 , 202 3 and 202 2	5
	-Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 3 1 , 202 3 and 202 2	6
	-Notes to the Unaudited Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25

Item 4.	Controls and Procedures	25

PART II -	OTHER INFORMATION

Item 1.	Legal Proceedings	26

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27

Item 3.	Defaults Upon Senior Securities	27

Item 4.	Mine Safety Disclosures	27

Item 5.	Other Information	27

Item 6.	Exhibits	28

	Signatures	29

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, 2023		December 31, 2022

ASSETS
Current assets:
Cash and cash equivalents	$	256	$	165
Accounts receivable, net	18,266		16,871
Inventories	5,644		4,821
Other current assets	3,752		2,922

Total current assets	27,918		24,779
Medical equipment for sale or rental	3,042		2,790
Medical equipment in rental service, net of accumulated depreciation	38,620		39,450
Property & equipment, net of accumulated depreciation	4,391		4,385
Goodwill	3,710		3,710
Intangible assets, net	8,188		8,436
Operating lease right of use assets	4,295		4,168
Deferred income taxes	9,989		9,625
Derivative financial instruments	1,683		1,965
Other assets	425		80

Total assets	$	102,261	$	99,388

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	7,368	$	8,341
Current portion of long-term debt	—		—
Other current liabilities	6,562		6,126

Total current liabilities	13,930		14,467
Long-term debt, net of current portion	36,386		33,157

Operating lease liabilities, net of current portion	3,684		3,761

Total liabilities	54,000		51,385

Stockholders’ equity:
Preferred stock, $0.0001 par value: authorized 1,000,000 shares; none issued	—		—
Common stock, $0.0001 par value: authorized 200,000,000 shares; 20,931,147 shares issued and outstanding as of March 31, 2023 and 20,781,977 shares issued and outstanding as of December 31, 2022	2		2
Additional paid-in capital	106,810		105,856
Accumulated other comprehensive income	1,270		1,489
Retained deficit	(59,821)		(59,344)

Total stockholders’ equity	48,261		48,003

Total liabilities and stockholders’ equity	$	102,261	$	99,388

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

INFUSYSTEM HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

(UNAUDITED)


(in thousands, except share and per share data)	Three Months Ended March 31,
		2023		2022

Net revenues		$	30,370	$	26,763
Cost of revenues		14,830		11,396
Gross profit		15,540		15,367

Selling, general and administrative expenses:
Provision for doubtful accounts		114		47
Amortization of intangibles		248		710
Selling and marketing		3,224		3,319
General and administrative		12,061		11,816

Total selling, general and administrative		15,647		15,892

Operating loss		(107)		(525)
Other expense:
Interest expense		(484)		(277)
Other income expense		(35)		(28)

Loss before income taxes		(626)		(830)
Benefit from income taxes		302		462
Net loss		$	(324)	$	(368)
Net loss per share:
Basic		$	(0.02)	$	(0.02)
Diluted		$	(0.02)	$	(0.02)
Weighted average shares outstanding:
Basic		20,853,018		20,609,372
Diluted		20,853,018		20,609,372

Comprehensive (loss) income:
Net loss		$	(324)	$	(368)
Other comprehensive (loss) income:
Unrealized (loss) gain on hedges		(282)		905
Benefit from (provision for) income tax on unrealized hedge gain		63		(218)
Net comprehensive (loss) income		$	(543)	$	319

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, 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 as part of share repurchase program	(310)	—		—		(4,006)		—		—	—		(4,006)
Common stock repurchased to satisfy minimum statutory withholding on stock-based compensation	(3)	—		(54)		—		—		—	—		(54)


Other comprehensive income	—	—		—		—		687		—	—		687
Net loss	—	—		—		(368)		—		—	—		(368)
Balances at March 31, 2022	20,540	$	2	$	103,373	$	(58,277)	$	955	—	$	—	$	46,053

Balances at December 31, 2022	20,782	$	2	$	105,856	$	(59,344)	$	1,489	—	$	—	$	48,003
Stock-based shares issued upon vesting - gross	167	—		315		—		—		—	—		315
Stock-based compensation expense	—	—		720		—		—		—	—		720
Employee stock purchase plan	41	—		243		—		—		—	—		243
Common stock repurchased as part of share repurchase program	(22)	—		—		(153)		—		—	—		(153)
Common stock repurchased to satisfy minimum statutory withholding on stock-based compensation	(37)	—		(324)		—		—		—	—		(324)


Other comprehensive loss	—	—		—		—		(219)		—	—		(219)
Net loss	—	—		—		(324)		—		—	—		(324)
Balances at March 31, 2023	20,931	$	2	$	106,810	$	(59,821)	$	1,270	—	$	—	$	48,261

See accompanying notes to unaudited condensed consolidated financial statements.

SEC Form 10-Q filed by InfuSystems Holdings Inc.