infu-20230930

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 September 30, 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 November 5, 2023, 21,183,526 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 September 30, 2023 and December 31, 2022	3
	-Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2023 and 2022	4
	-Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2023 and 2022	5
	-Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022	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	31

Item 4.	Controls and Procedures	32

PART II -	OTHER INFORMATION

Item 1.	Legal Proceedings	32

Item 1A.	Risk Factors	33

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33

Item 3.	Defaults Upon Senior Securities	33

Item 4.	Mine Safety Disclosures	33

Item 5.	Other Information	33

Item 6.	Exhibits	34

	Signatures	35

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)	September 30, 2023		December 31, 2022

ASSETS
Current assets:
Cash and cash equivalents	$	161	$	165
Accounts receivable, net	19,455		16,871
Inventories	6,091		4,821
Other current assets	4,012		2,922

Total current assets	29,719		24,779
Medical equipment for sale or rental	3,975		2,790
Medical equipment in rental service, net of accumulated depreciation	35,278		39,450
Property & equipment, net of accumulated depreciation	4,233		4,385
Goodwill	3,710		3,710
Intangible assets, net	7,694		8,436
Operating lease right of use assets	4,291		4,168
Deferred income taxes	9,245		9,625
Derivative financial instruments	2,165		1,965
Other assets	1,761		80

Total assets	$	102,071	$	99,388

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	7,629	$	8,341
Current portion of long-term debt	—		—
Other current liabilities	6,646		6,126

Total current liabilities	14,275		14,467
Long-term debt, net of current portion	32,655		33,157

Operating lease liabilities, net of current portion	3,672		3,761

Total liabilities	50,602		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; 21,183,526 shares issued and outstanding as of September 30, 2023 and 20,781,977 shares issued and outstanding as of December 31, 2022	2		2
Additional paid-in capital	108,530		105,856
Accumulated other comprehensive income	1,634		1,489
Retained deficit	(58,697)		(59,344)

Total stockholders’ equity	51,469		48,003

Total liabilities and stockholders’ equity	$	102,071	$	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 INCOME

(UNAUDITED)


(in thousands, except share and per share data)	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022

Net revenues	$	31,909	$	27,279	$	94,014	$	81,084
Cost of revenues	15,663		11,060		45,786		34,597
Gross profit	16,246		16,219		48,228		46,487

Selling, general and administrative expenses:
Provision for doubtful accounts	(169)		(90)		(122)		(84)
Amortization of intangibles	248		704		743		2,125
Selling and marketing	2,728		2,894		8,937		9,296
General and administrative	11,742		11,768		35,832		34,525

Total selling, general and administrative	14,549		15,276		45,390		45,862

Operating income	1,697		943		2,838		625
Other expense:
Interest expense	(563)		(385)		(1,667)		(976)
Other expense	(14)		(11)		(47)		(69)

Income (loss) before income taxes	1,120		547		1,124		(420)
(Provision for) benefit from income taxes	(431)		(104)		(324)		331
Net income (loss)	$	689	$	443	$	800	$	(89)
Net income (loss) per share:
Basic	$	0.03	$	0.02	$	0.04	$	—
Diluted	$	0.03	$	0.02	$	0.04	$	—
Weighted average shares outstanding:
Basic	21,095,404		20,683,366		20,968,711		20,625,826
Diluted	21,719,404		21,452,483		21,615,706		20,625,826

Comprehensive income:
Net income (loss)	$	689	$	443	$	800	$	(89)
Other comprehensive income:
Unrealized gain on hedges	254		605		200		1,754
Provision for income tax on unrealized hedge gain	(62)		(146)		(55)		(423)
Net comprehensive income	$	881	$	902	$	945	$	1,242

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)

Par Value Amount

Balances at June 30, 2022

20,695

104,146

SEC Form 10-Q filed by InfuSystems Holdings Inc.