Electromed, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 001-34839 Electromed, Inc. (Exact Name of Registrant as Specified in its Charter) Minnesota 41-1732920 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 500 Sixth Avenue NW New Prague , Minnesota 56071 (Address of principal executive offices) (Zip Code) (952) 758-9299 (Registrant’s telephone number, including area code) 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(s)) (Name of each exchange on which registered) 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 ☑ 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ 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 ☑ There were 8,556,844 shares of Electromed, Inc. common stock, par value $0.01 per share, outstanding as of the close of business on February 6, 2025. Electromed, Inc. Index to Quarterly Report on Form 10-Q Page PART I – FINANCIAL INFORMATION Item 1. Financial Statements 1 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 11 Item 3. Quantitative and Qualitative Disclosures About Market Risk. 16 Item 4. Controls and Procedures 16 PART II – OTHER INFORMATION Item 1. Legal Proceedings 16 Item 1A. Risk Factors. 16 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 17 Item 3. Defaults Upon Senior Securities 17 Item 4. Mine Safety Disclosures 17 Item 5. Other Information 17 Item 6. Exhibits 18 PART I – FINANCIAL INFORMATION Item 1. Financial Statements. Electromed, Inc. Condensed Balance Sheets December 31, 2024 June 30, 2024 (Unaudited) Assets Current Assets Cash and cash equivalents $ 16,235,000 $ 16,080,000 Accounts receivable (net of allowances for credit losses of $ 45,000 ) 22,775,000 23,333,000 Contract assets 997,000 719,000 Inventories 3,081,000 3,712,000 Income taxes receivable 514,000 - Prepaid expenses and other current assets 587,000 329,000 Total current assets 44,189,000 44,173,000 Property and equipment, net 5,216,000 5,165,000 Finite-life intangible assets, net 609,000 657,000 Other assets 108,000 87,000 Deferred income taxes 2,152,000 2,152,000 Total assets $ 52,274,000 $ 52,234,000 Liabilities and Shareholders’ Equity Current Liabilities Accounts payable $ 1,506,000 $ 1,010,000 Accrued compensation 3,623,000 3,893,000 Income tax payable - 277,000 Warranty reserve 1,599,000 1,567,000 Other accrued liabilities 1,939,000 930,000 Total current liabilities 8,667,000 7,677,000 Other long-term liabilities 4,000 12,000 Total liabilities 8,671,000 7,689,000 Shareholders’ Equity Common stock, $ 0.01 par value per share, 13,000,000 shares authorized; 8,556,844 and 8,637,883 shares issued and outstanding, as of December 31, 2024 and June 30, 2024, respectively 86,000 87,000 Additional paid-in capital 20,940,000 20,790,000 Retained earnings 22,577,000 23,668,000 Total shareholders' equity 43,603,000 44,545,000 Total liabilities and shareholders' equity $ 52,274,000 $ 52,234,000 See Notes to Condensed Financial Statements (Unaudited). 1 Electromed, Inc. Condensed Statements of Operations (Unaudited) Three Months Ended Six Months Ended December 31, December 31, 2024 2023 2024 2023 Net revenues $ 16,255,000 $ 13,689,000 $ 30,923,000 $ 26,013,000 Cost of revenues 3,628,000 3,144,000 6,805,000 5,970,000 Gross profit 12,627,000 10,545,000 24,118,000 20,043,000 Operating expenses Selling, general and administrative 9,834,000 8,175,000 19,221,000 17,325,000 Research and development 251,000 107,000 417,000 313,000 Total operating expenses 10,085,000 8,282,000 19,638,000 17,638,000 Operating income 2,542,000 2,263,000 4,480,000 2,405,000 Interest income, net 152,000 96,000 347,000 173,000 Net income before income taxes 2,694,000 2,359,000 4,827,000 2,578,000 Income tax expense 726,000 685,000 1,385,000 749,000 Net income $ 1,968,000 $ 1,674,000 $ 3,442,000 $ 1,829,000 Income per share: Basic $ 0.23 $ 0.20 $ 0.41 $ 0.21 Diluted $ 0.22 $ 0.19 $ 0.38 $ 0.21 Weighted-average common shares outstanding: Basic 8,424,534 8,545,120 8,494,511 8,541,254 Diluted 8,953,349 8,800,172 8,983,726 8,791,519 See Notes to Condensed Financial Statements (Unaudited). 2 Electromed, Inc. Condensed Statements of Cash Flows (Unaudited) Six Months Ended December 31, 2024 2023 Cash Flows From Operating Activities Net income $ 3,442,000 $ 1,829,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 414,000 398,000 Amortization of finite-life intangible assets 78,000 25,000 Share-based compensation expense 1,652,000 791,000 Changes in operating assets and liabilities: Accounts receivable 558,000 1,142,000 Contract assets ( 278,000 ) ( 87,000 ) Inventories 500,000 ( 509,000 ) Prepaid expenses and other assets ( 279,000 ) 1,104,000 Income taxes receivable, net ( 791,000 ) ( 83,000 ) Accounts payable and accrued liabilities 434,000 ( 1,171,000 ) Accrued compensation ( 270,000 ) ( 212,000 ) Net cash provided by operating activities 5,460,000 3,227,000 Cash Flows From Investing Activities Expenditures for property and equipment ( 270,000 ) ( 180,000 ) Expenditures for finite-life intangible assets ( 25,000 ) ( 40,000 ) Net cash used for investing activities ( 295,000 ) ( 220,000 ) Cash Flows From Financing Activities Issuance of common stock upon exercise of options 346,000 55,000 Taxes paid on net share settlement of stock awards ( 820,000 ) - Repurchase of common stock ( 4,536,000 ) - Net cash (used for) provided by financing activities ( 5,010,000 ) 55,000 Net increase in cash 155,000 3,062,000 Cash and cash equivalents Beginning of period 16,080,000 7,372,000 End of period $ 16,235,000 $ 10,434,000 Supplemental Disclosures of Cash Flow Information Cash paid for income taxes $ 2,180,000 $ 833,000 Supplemental Disclosures of Noncash Investing and Financing Activities Property and equipment and intangible asset acquisitions in accounts payable $ 73,000 $ 13,000 Taxes owed on net share settlement of stock awards in accrued liabilities $ 1,026,000 $ - Demonstration equipment transferred between inventory and property and equipment $ 131,000 $ 30,000 Issuance of common stock upon the vesting of performance-based stock units $ 1,000 $ - See Notes to Condensed Financial Statements (Unaudited). 3 Electromed, Inc. Condensed Statements of Shareholders’ Equity (Unaudited) Total Common Stock Additional Paid- Retained Shareholders’ Shares Amount in Capital Earnings Equity Balance at June 30, 2023 8,555,238 $ 86,000 $ 18,788,000 $ 18,793,000 $ 37,667,000 Net income – – – 155,000 155,000 Exercise of common stock options, vesting of performance stock units and issuance of restricted stock, net of cancellations and tax withholdings 23,812 – 29,000 – 29,000 Share-based compensation expense – – 371,000 – 371,000 Balance at September 30, 2023 8,579,050 $ 86,000 $ 19,188,000 $ 18,948,000 $ 38,222,000 Net income – – – 1,674,000 1,674,000 Exercise of common stock options, vesting of performance stock units and issuance of restricted stock, net of cancellations and tax withholdings 23,627 – 26,000 – 26,000 Share-based compensation expense – – 420,000 – 420,000 Balance at December 31, 2023 8,602,677 $ 86,000 $ 19,634,000 $ 20,622,000 $ 40,342,000 Total Common Stock Additional Paid- Retained Shareholders’ Shares Amount in Capital Earnings Equity Balance at June 30, 2024 8,637,883 $ 87,000 $ 20,790,000 $ 23,668,000 $ 44,545,000 Net income – – – 1,474,000 1,474,000 Exercise of common stock options, vesting of performance stock units and issuance of restricted stock, net of cancellations and tax withholdings 81,944 1,000 ( 671,000 ) – ( 670,000 ) Share-based compensation expense – – 697,000 – 697,000 Repurchase of common stock ( 262,756 ) ( 3,000 ) – ( 4,555,000 ) ( 4,558,000 ) Balance at September 30, 2024 8,457,071 $ 85,000 $ 20,816,000 $ 20,587,000 $ 41,488,000 Net income – – – 1,968,000 1,968,000 Exercise of common stock options, vesting of performance stock units and issuance of restricted stock, net of cancellations and tax withholdings 99,773 1,000 ( 831,000 ) – ( 830,000 ) Share-based compensation expense – – 955,000 – 955,000 Repurchase of common stock – – – 22,000 22,000 Balance at December 31, 2024 8,556,844 $ 86,000 $ 20,940,000 $ 22,577,000 $ 43,603,000 4 Electromed, Inc. Notes to Condensed Financial Statements (Unaudited) Note 1. Interim Financial Reporting Nature of business: Electromed, Inc. (the “Company”) develops, manufactures and markets innovative airway clearance products that apply High Frequency Chest Wall Oscillation (“HFCWO”) therapy in pulmonary care for patients of all ages. The Company markets its products in the U.S. to the homecare and hospital markets. The Company also sells internationally through distributors. Since its inception, the Company has operated in a single industry segment: developing, manufacturing, and marketing medical equipment. Basis of presentation: The accompanying unaudited Condensed Financial Statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial statements and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. In the opinion of management, the accompanying unaudited Condensed Financial Statements reflect all adjustments consisting of normal recurring adjustments necessary for a fair presentation of the Company’s financial position and results of operations as required by Regulation S-X. Interim results of operations are not necessarily indicative of the results that may be achieved for the full year. The financial statements and related notes do not include all information and footnotes required by U.S. GAAP for annual reports. This interim report should be read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024 (“fiscal 2024”). A summary of the Company’s significant accounting policies and estimates: Our significant accounting policies are detailed in Note 1. Nature of Business and Summary of Significant Accounting Policies of the Annual Report on Form 10-K for the year ended June 30, 2024. There have been no significant changes to these policies that have had a material impact on the Unaudited Condensed Financial Statements and the accompanying disclosure notes for the three and six months ended December 31, 2024. Recently Issued Accounting Standards ASU 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures The standard introduces increased disclosure requirements primarily related to significant segment expenses, along with disclosure of key criteria and metrics utilized by the Chief Operating Decision Maker (“CODM”). It is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company currently expects to adopt this standard for its fiscal year ending June 30, 2025, and is evaluating the impact of adoption and additional disclosure requirements. ASU 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures The standard introduces increased transparency about income tax information through the requirement of increased disclosures around specific categories in the rate reconciliation and requires additional information on reconciling items. It is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company currently expects to adopt this standard for its fiscal year ending June 30, 2026, and is evaluating the impact of adoption and additional disclosure requirements. ASU 2024-03 - Reporting Comprehensive Income—Expense Disaggregation Disclosures The standard introduces increased disclosure requirements for certain costs and expenses. It is effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted. The Company currently expects to adopt this standard for its fiscal year ending June 30, 2027, and is evaluating the impact of adoption and additional disclosure requirements. 5 Note 2. Revenues Revenue is measured based on consideration specified in the contract with a customer, adjusted for any applicable estimates of variable consideration and other factors affecting the transaction price. When a contract with a customer has been established, revenue is recognized when a performance obligation is satisfied by transferring control of a distinct good or service to a customer, typically upon shipment or delivery. Disaggregation of revenues. In the following table, net revenues are disaggregated by market: Schedule of disaggregated revenue Three Months Ended December 31, Six Months Ended December 31, 2024 2023 2024 2023 Homecare $ 14,593,000 $ 12,668,000 $ 27,804,000 $ 23,821,000 Hospital 723,000 619,000 1,413,000 1,126,000 Homecare distributor 807,000 280,000 1,394,000 853,000 Other 132,000 122,000 312,000 213,000 Total $ 16,255,000 $ 13,689,000 $ 30,923,000 $ 26,013,000 In the following table, net homecare revenue is disaggregated by payer type: Three Months Ended December 31, Six Months Ended December 31, 2024 2023 2024 2023 Commercial $ 7,327,000 $ 5,945,000 $ 14,178,000 $ 11,710,000 Medicare 5,478,000 4,893,000 10,245,000 8,841,000 Medicare Supplemental 1,388,000 1,287,000 2,499,000 2,270,000 Medicaid 196,000 314,000 438,000 607,000 Other 204,000 229,000 444,000 393,000 Total $ 14,593,000 $ 12,668,000 $ 27,804,000 $ 23,821,000 Contract balances. The following tables provide information about accounts receivable and contract assets from contracts with customers: Schedule of contract asset December 31, 2024 June 30, 2024 Receivables, included in “Accounts receivable, net of allowances for credit losses” $ 22,775,000 $ 23,333,000 Contract Assets $ 997,000 $ 719,000 Total Accounts receivable, net of allowances for credit losses, as of June 30, 2023, were $24,130,000. Six Months Ended December 31, 2024 Fiscal Year Ended June 30, 2024 Increase (decrease) Increase (decrease) Contract assets, beginning $ 719,000 $ 487,000 Reclassification of contract assets to accounts receivable ( 1,441,000 ) ( 2,325,000 ) Contract assets recognized 1,600,000 2,840,000 Increase (decrease) as a result of changes in the estimate of amounts to be realized from payers, excluding amounts transferred to receivables during the period 119,000 ( 283,000 ) Contract assets, ending $ 997,000 $ 719,000 6 Note 3. Selected Balance Sheet Information Inventory consists of the following: Schedule of components of inventories December 31, 2024 June 30, 2024 Parts inventory $ 2,268,000 $ 2,556,000 Work in process 287,000 454,000 Finished goods 424,000 834,000 Estimated inventory to be returned 344,000 265,000 Less: Reserve for obsolescence ( 242,000 ) ( 397,000 ) Total $ 3,081,000 $ 3,712,000 Other accrued liabilities consist of the following: Schedule of components of other accrued liabilities December 31, 2024 June 30, 2024 Accrued insurance recoupments $ 584,000 $ 467,000 Accrued tax withholding upon equity award vesting 1,064,000 - Other accrued expenses 291,000 463,000 Total $ 1,939,000 $ 930,000 Note 4. Warranty Reserve The Company provides a lifetime warranty on its products to the prescribed patient for sales within the U.S. and a one to five-year warranty for all homecare distributor, hospital and other sales. The Company estimates the costs that may be incurred under its warranty and records a liability in the amount of such costs at the time the product is shipped. Factors that affect the Company’s warranty reserve include the number of units shipped, historical and anticipated rates of warranty claims, the product’s useful life and cost per claim. The Company periodically assesses the adequacy of its recorded warranty reserve and adjusts the amounts as necessary. Changes in the Company’s warranty reserve were as follows: Six Months Ended December 31, 2024 Fiscal Year Ended June 30, 2024 Warranty reserve, beginning $ 1,567,000 $ 1,378,000 Accrual for products sold 216,000 559,000 Expenditures and costs incurred for warranty claims ( 184,000 ) ( 370,000 ) Warranty reserve, ending $ 1,599,000 $ 1,567,000 7 Note 5. Income Taxes Income tax expenses were estimated at $ 726,000 and $ 1,385,000 , and the effective tax rate was 26.9 % and 28.7 % for the three and six months ended December 31, 2024, respectively. Estimated income tax expense for the three and six months ended December 31, 2024, includes a discrete current tax benefit of $ 135,000 and $ 139,000 , respectively, primarily related to the exercise of stock options and the vesting of restricted stock awards. Income tax expense was estimated at $ 685,000 and $ 749,000 , and the effective tax rate was 28.8 % and 28.9 % for the three and six months ended December 31, 2023, respectively. Estimated income tax expense for the three and six months ended December 31, 2023, includes a discrete current tax benefit of $ 1,000 and $ 1,000 , respectively, related to the exercise of stock options. The Company is subject to U.S. federal and state income tax in multiple jurisdictions. With limited exceptions, years prior to the Company’s fiscal year ended June 30, 2021, are no longer open to U.S. federal, state or local examinations by taxing authorities. The Company is not under any current income tax examinations by any federal, state or local taxing authority. If any issues addressed in the Company’s tax audits are resolved in a manner not consistent with management’s expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs. Note 6. Financing Arrangements The Company has a credit facility that provides for a $ 2,500,000 revolving line of credit through December 18, 2025, if not renewed before such date. There was no outstanding principal balance on the line of credit as of December 31, 2024, or June 30, 2024. Interest on borrowings under the line of credit, if any, accrues at the prime rate ( 7.50 % on December 31, 2024) less 1.00 % and is payable monthly. The amount eligible for borrowing on the line of credit is limited to the lesser of $ 2,500,000 or 57.00 % of eligible accounts receivable. On December 31, 2024, the maximum $ 2,500,000 was eligible for borrowing. Payment obligations under the line of credit, if any, are secured by a security interest in substantially all the tangible and intangible assets of the Company. The documents governing the line of credit contain certain financial and non-financial covenants that include a minimum tangible net worth covenant of not less than $ 10,125,000 and restrictions on the Company’s ability to incur certain additional indebtedness or pay dividends. Note 7. Common Stock Authorized shares: The Company’s Articles of Incorporation, as amended, have established 15,000,000 authorized shares of capital stock consisting of 13,000,000 shares of common stock, par value $ 0.01 per share, and 2,000,000 shares of undesignated stock. On September 11, 2024, the Company’s Board of Directors (the “Board”) approved a stock repurchase authorization. Under the authorization, the Company can repurchase up to $ 5,000,000 of shares of common stock. The repurchase authorization has no expiration date. As of December 31, 2024, a total of 262,756 shares have been repurchased and retired under this authorization for a total cost of $ 4,536,000 , or $ 17.26 per share. Repurchased shares have been retired and constitute authorized but unissued shares. 8 Note 8. Share-Based Compensation The Company’s share-based compensation plans are described in Note 8 to the financial statements included in the Company’s Annual Report on Form 10-K for fiscal 2024. Share-based compensation expenses were $ 1,652,000 and $ 791,000 for the six months ended December 31, 2024, and 2023, respectively. This expense is included in selling, general and administrative, research and development, and cost of sales expense in the Condensed Statements of Operations. Stock Options Stock option transactions during the six months ended December 31, 2024, are summarized as follows: Number of Shares Weighted-Average Exercise Price per Share Outstanding at June 30, 2024 635,073 $ 8.49 Granted 62,432 $ 17.43 Exercised ( 38,003 ) $ 9.96 Cancelled or Forfeited ( 6,698 ) $ 10.74 Outstanding at December 31, 2024 652,804 $ 9.24 The following assumptions were used to estimate the fair value of stock options granted: Six Months Ended December 31, 2024 Fiscal Year Ended June 30, 2024 Risk-free interest rate 3.69 - 4.14 % 3.85 – 4.64 % Expected term (years) 6 6 Expected volatility 53 % 51 - 52 % The intrinsic value of an option is the amount by which the fair value of the underlying stock exceeds its exercise price. On December 31, 2024, the weighted average remaining contractual term for all outstanding stock options was 6.3 years and the aggregate intrinsic value of the options was $ 13,260,000 . Outstanding on December 31, 2024, were 652,804 stock options issued to employees, of which 398,001 were vested and exercisable and had an aggregate intrinsic value of $ 8,861,000 . As of December 31, 2024, $ 886,000 of total unrecognized compensation expense related to stock options is expected to be recognized over a weighted-average period of approximately 2.4 years. Restricted Stock During the six months ended December 31, 2024, the Company issued restricted stock awards to employees totaling 21,400 shares of common stock, with a weighted average vesting term of 3 years and a weighted average fair value of $ 17.25 per share, and to directors totaling 21,000 shares of common stock, with a vesting term of six months and a weighted average fair value of $ 30.78 per share. There were 62,817 shares of unvested restricted stock with a weighted average fair value of $ 19.59 per share outstanding as of December 31, 2024. As of December 31, 2024, $ 909,000 of total unrecognized compensation expense related to restricted stock awards is expected to be recognized over a weighted-average period of approximately 1.2 years. During the six months ended December 31, 2024, the Company issued restricted stock units to employees totaling 65,810 shares of common stock, with a weighted average vesting term of 3 years and a weighted average fair value of $ 17.41 per share. There were 63,110 shares of unvested restricted stock units with a weighted average fair value of $ 17.42 per share outstanding as of December 31, 2024. As of December 31, 2024, $ 882,000 of total unrecognized compensation expense related to restricted stock units is expected to be recognized over a weighted-average period of approximately 2.7 years. Performance-Based Restricted Stock Units The Company granted 175,000 performance-based restricted stock units (“PSUs”) to our CEO in connection with his appointment as CEO on July 1, 2023. The PSUs were earned based on the extent to which performance goals tied to Total Shareholder Return (“TSR”) were achieved. The performance-based restricted stock units were eligible to vest and settle into shares of common stock on a 1-for-1 basis with respect to one-half of the shares upon achieving a total shareholder return of 50% and the remaining shares upon a total shareholder return of 100%, in each case within four years of the date of grant. The grant date fair value of the awards was determined using a Monte Carlo valuation model with an expected term of four years. As of September 30, 2024, TSR exceeded the 50 % target, resulting in a partial vesting and the issuance of an initial 87,500 shares of common stock to our CEO. As of December 31, 2024, TSR exceeded the 100 % target, resulting in the vesting of the remaining 87,500 shares of common stock. 9 As a result of the most recent vesting, unrecognized stock-based compensation expense of $ 359,000 , which was set to be recognized over the next 2.5 years, was recognized during the three months ended December 31, 2024. As a result of both vesting, unrecognized stock-based compensation expense totaling $ 718,000 , which was set to be recognized in future periods, was recognized in the six months ended December 31, 2024. Stock based compensation expense recognized for PSUs was $ 863,000 and $ 145,000 for the six months ended December 31, 2024, and 2023, respectively. After the vesting and settlement described above, there were no PSUs outstanding as of December 31, 2024. Note 9. Commitments and Contingencies The Company is occasionally involved in claims and disputes arising in the ordinary course of business. The Company insures certain business risks where possible to mitigate the financial impact of individual claims and establishes reserves for an estimate of any probable cost of settlement or other disposition. Note 10. Segment Reporting Our President and Chief Executive Officer is our chief operating decision maker (“CODM”). The CODM reviews financial information, including long-lived assets, presented on a consolidated basis, accompanied by information about revenue by market, for purposes of allocating resources and evaluating financial performance. We have a single active product and engage in the single business activity of selling and supporting that single product. There are no segment managers who are held accountable for operations, operating results or plans for levels or components below the consolidated level. Accordingly, we have determined that we have a single reportable and operating segment structure. We and our CODM evaluate performance based on revenue from our single product in the markets in which the Company operates. Revenue by market is described above in Note 2. Note 11. Earnings Per Common Share (“EPS”) The computations of the basic and diluted EPS amounts were as follows: Three Months Ended December 31, Six Months Ended December 31, 2024 2023 2024 2023 Net Income $ 1,968,000 $ 1,674,000 $ 3,442,000 $ 1,829,000 Weighted-average common shares outstanding: Basic 8,424,534 8,545,120 8,494,511 8,541,254 Effect of dilutive common stock equivalents 528,815 255,052 489,215 250,265 Diluted 8,953,349 8,800,172 8,983,726 8,791,519 Earnings per common share: Basic $ 0.23 $ 0.20 $ 0.41 $ 0.21 Diluted $ 0.22 $ 0.19 $ 0.38 $ 0.21 Common stock equivalents excluded from the calculation of diluted earnings per share because their impact was anti-dilutive were 8,865 and 405,974 for the three months ended December 31, 2024, and 2023, respectively, and were 43,498 and 404,973 for the six months ended December 31, 2024, and 2023, respectively. 10 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited Condensed Financial Statements and related notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q, and our audited financial statements and related notes thereto included in Part II, Item 8 of our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 (“fiscal 2024”). Overview Electromed, Inc. (“we,” “our,” “us,” “Electromed” or the “Company”) develops and provides innovative airway clearance products applying High Frequency Chest Wall Oscillation (“HFCWO”) technologies in pulmonary care for patients. We manufacture, market and sell products that provide HFCWO, including the SmartVest® Airway Clearance System (“SmartVest System”) that includes our newest generation SmartVest Clearway® Airway Clearance System (“Clearway”), previous generation SmartVest SQL®, and related garments and accessories to patients with compromised pulmonary function. The SmartVest Clearway, which received 510(k) clearance from the U.S. Food and Drug Administration in November 2022, provides patients with proven quality of life outcomes while offering a state-of-the-art patient experience with a simple touch screen user interface, small generator footprint and comfortable, lightweight vests. Our products are sold in both the homecare market and the hospital market for inpatient use, which we refer to as “hospital sales.” Since 2000, we have marketed the SmartVest System and its predecessor products to patients suffering from bronchiectasis, cystic fibrosis, and other chronic pulmonary conditions which require external chest manipulation to enhance mucus transport. Additionally, we offer our products to a patient population that includes neuromuscular disorders such as cerebral palsy, muscular dystrophies, amyotrophic lateral sclerosis (“ALS”), patients with post-surgical complications or who are ventilator dependent and patients who have other conditions involving excess secretion and impaired mucus transport. The SmartVest System is often eligible for reimbursement from major private insurance providers, health maintenance organizations (“HMOs”), state Medicaid systems, and the federal Medicare system, which we believe is an important consideration for patients considering an HFCWO course of therapy. For domestic sales, the SmartVest System may be reimbursed under the Medicare-assigned billing code (E0483) for HFCWO devices if the patient has cystic fibrosis, bronchiectasis (including chronic bronchitis or COPD that has resulted in a diagnosis of bronchiectasis), or any one of certain enumerated neuromuscular diseases and myopathies and can demonstrate that another less expensive physical or mechanical treatment did not adequately mobilize retained secretions. Private payers consider a variety of sources, including Medicare, as guidelines in setting their coverage policies and payment amounts. Critical Accounting Estimates For a description of our critical accounting estimates and assumptions used in the preparation of our financial statements, including the unaudited Condensed Financial Statements in this Quarterly Report on Form 10-Q, see Note 1 and Note 2 to our unaudited Condensed Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q and Part II, Item 7, and Note 1 to our audited financial statements included in Part II, Item 8, of our Annual Report on Form 10-K for fiscal 2024 . There were no material changes in our critical accounting estimates and assumptions since the filing of our Annual Report on Form 10-K for fiscal 2024. 11 Results of Operations Net Revenues Net revenues for the three and six months ended December 31, 2024, and 2023 are summarized in the table below. Three Months Ended December 31, Six Months Ended December 31, 2024 2023 Increase 2024 2023 Increase Homecare $ 14,593,000 $ 12,668,000 $ 1,925,000 15.2% $ 27,804,000 $ 23,821,000 $ 3,983,000 16.7% Hospital 723,000 619,000 104,000 16.8% 1,413,000 1,126,000 287,000 25.5% Homecare distributor 807,000 280,000 527,000 188.2% 1,394,000 853,000 541,000 63.4% Other 132,000 122,000 10,000 8.2% 312,000 213,000 99,000 46.5% Total $ 16,255,000 $ 13,689,000 $ 2,566,000 18.7% $ 30,923,000 $ 26,013,000 $ 4,910,000 18.9% Homecare revenue. Homecare revenue increased by $1,925,000 or 15.2%, for the three months ended December 31, 2024, compared to the same period in the prior year. For the six months ended December 31, 2024, homecare revenue was $27,804,000, representing an increase of $3,983,000, or 16.7%, compared to the same period in the prior year. The increases were primarily due to increases in referrals and approvals, driven by an increase in direct sales representatives, higher net revenues per approval, and efficiencies within our reimbursement department. Hospital revenue. Hospital revenue was $723,000, an increase of $104,000, or 16.8%, for the three months ended December 31, 2024, compared to the same period in the prior year. For the six months ended December 31, 2024, hospital revenue was $1,413,000, an increase of $287,000, or 25.5%, compared to the same period in the prior year. The increases were primarily due to increased capital and disposable demand. Homecare distributor revenue . Homecare distributor revenue increased by $527,000, or 188.2%, for the three months ended December 31, 2024, compared to the same period in the prior year. For the six months ended December 31, 2024, homecare distributor revenue was $1,394,000, an increase of $541,000, or 63.4%, compared to the same period in the prior year. The increases in homecare distributor sales were primarily a result of the timing of distributor purchases that can cause significant fluctuations in reported revenue on a quarterly basis and increased demand from our distribution partners. Other revenue . Other revenue was $132,000, an increase of $10,000, or 8.2%, for the three months ended December 31, 2024, compared to the same period in the prior year. For the six months ended December 31, 2024, other revenue was $312,000, an increase of $99,000, or 46.5%, compared to the same period in the prior year. The increase in other revenue was primarily due to the timing of international distributor purchases and timing of purchases by customers that do not fall within the other markets described above, which can cause fluctuations in reported revenue on a quarterly basis. We continue to monitor the potential impact of natural disasters such as hurricanes and wildfires, which may have an impact on providers and their patients getting access to our product. However, we have not identified a material impact to our net revenues caused by such events for the three or six months ended December 31, 2024. Gross profit Gross profit increased to $12,627,000, or 77.7% of net revenues, for the three months ended December 31, 2024, from $10,545,000, or 77.0% of net revenues, in the same period in the prior year. Gross profit increased to $24,118,000, or 78.0% of net revenues, for the six months ended December 31, 2024, from $20,043,000, or 77.1% of net revenues, in the same period in the prior year. The increases in gross profit dollars and percentage were primarily a result of an increased revenue volume and higher net revenue per device. Operating expenses Selling, general and administrative expenses. Selling, general and administrative (“SG&A”) expenses were $9,834,000 and $19,221,000 for the three and six months ended December 31, 2024, respectively, representing increases of $1,659,000 and $1,896,000, or 20.3% and 10.9%, respectively, compared to the same periods in the prior year. Payroll and compensation-related expenses were $6,875,000 and $13,332,000 for the three and six months ended December 31, 2024, respectively, representing increases of $1,250,000 and $1,942,000, or 22.2% and 17.1%, respectively, compared to the same periods in the prior year. The increases in the current year periods were primarily due to the accelerated recognition of share-based compensation associated with the vesting of performance-based equity awards, and salaries and incentive compensation related to the higher average number of sales, sales support, marketing, and reimbursement personnel to process higher patient referrals. We have also continued to provide regular merit-based increases for our employees and are regularly benchmarking our compensation ranges, including share-based compensation, for new and existing employees to ensure we can hire and retain the talent needed to drive growth in our business. Field sales employees totaled 60 as of December 31, 2024, 54 of which were direct sales representatives, compared to 58 field sales employees and 49 direct sales representatives as of December 31, 2023. 12 Travel, meals and entertainment expenses were $993,000 and $1,957,000 for the three and six months ended December 31, 2024, respectively, representing increases of $248,000 and $264,000, or 33.3% and 15.6%, respectively, compared to the same periods in the prior year. The increase in the current year was primarily due to a higher average number of direct sales representatives and higher travel costs. Total discretionary marketing expenses were $355,000 and $619,000 for the three and six months ended December 31, 2024, respectively, representing an increase of $103,000 and a decrease of $172,000, or an increase of 40.9% and a decrease of 21.7%, respectively, compared to the same periods in the prior year. The increase in the three-month period was due to increased investment in our direct-to-consumer advertising, while the decrease in the six-month period was primarily due to a one-time investment in market research in the prior year that did not recur in the six months ended December 31, 2024. Professional fees were $1,179,000 and $2,319,000 for the three and six months ended December 31, 2024, respectively, representing increases of $245,000 and $75,000, or 26.2% and 3.3%, respectively, compared to the same periods in the prior year. Professional fees are primarily for services related to legal costs, shareowner services and reporting requirements, information technology technical support and consulting fees. The increase for the three and six months ended December 31, 2024, was primarily related to legal fees associated with intangible assets and increased expense recognition associated with the board of directors’ equity compensation. Research and development expenses . Research and development (“R&D”) expenses were $251,000 and $417,000 for the three and six months ended December 31, 2024, respectively, representing increases of $144,000 and $104,000, or 134.6% and 33.2%, respectively, compared to the same periods in the prior year. The increases were primarily due to increased average headcount and external spend related to product enhancements and on-going product maintenance. Operating income Operating income increased by $279,000 or 12.3% to $2,542,000 for the three months ended December 31, 2024, compared to the same period in the prior year. Operating income increased by $2,075,000 or 86.3% to $4,480,000 for the six months ended December 31, 2024, compared to the same period in the prior year. The increase is primarily due to an increase in revenue and gross profit in both the three- and six-month periods, as well as a lower growth rate in selling, general and administrative expenses in the six-month period. Interest income, net Net interest income for the three and six months ended December 31, 2024, was $152,000 and $347,000, respectively, compared to $96,000 and $173,000, respectively, for the same periods in the prior year. The increase is primarily due to increased savings rates on higher cash balances. Income tax expense Income tax expenses were estimated at $726,000 and $1,385,000, and the effective tax rate was 26.9% and 28.7%, for the three and six months ended December 31, 2024, respectively. Estimated income tax expense for the three and six months ended December 31, 2024, includes a discrete tax benefit of $135,000 and $139,000, respectively, related to the exercise of stock options and the vesting of restricted stock awards. Income tax expense was estimated at $685,000 and $749,000, and the effective tax rate was 28.8% and 28.9%, for the three and six months ended December 31, 2023, respectively. Estimated income tax expense for the three and six months ended December 31, 2023, includes a discrete current tax benefit of $1,000 and $1,000, respectively, related to the exercise of stock options. 13 Net income Net income for the three and six months ended December 31, 2024, was $1,968,000 and $3,442,000, respectively, compared to $1,674,000 and $1,829,000 for the same periods in the prior year. The increase in net income was primarily due to increased revenue and gross profit. Liquidity and Capital Resources Cash Flows and Sources of Liquidity Cash Flows from Operating Activities For the six months ended December 31, 2024, net cash provided by operating activities was $5,460,000. Cash flows provided by operating activities consisted of net income of $3,442,000, non-cash expenses of $2,144,000, a decrease in accounts receivable of $558,000, a decrease in inventories of $500,000 and an increase in accounts payable and accrued expenses of $434,000. These cash flows from operating activities were offset by an increase in income taxes receivable, net of $791,000, an increase in prepaid expenses and other assets of $279,000, an increase in contract assets of $278,000, and a decrease in accrued compensation of $270,000. Cash Flows from Investing Activities For the six months ended December 31, 2024, cash used for investing activities was $295,000. Cash used for investing activities consisted of $270,000 in expenditures for property and equipment and $25,000 in expenditures for intangible asset costs. Cash Flows from Financing Activities For the six months ended December 31, 2024, cash used for financing activities was $5,010,000. Cash used for financing activities consisted of $4,536,000 used for our share repurchase program and $820,000 for taxes paid on net share settlement of stock awards, partially offset by $346,000 from the issuance of common stock upon exercise of options. Adequacy of Capital Resources Our primary working capital requirements relate to adding employees to our sales force and support functions, continuing infrastructure investments, and supporting general corporate needs, including financing equipment purchases and other capital expenditures incurred in the ordinary course of business. Based on our current operational performance, we believe our working capital of approximately $35,522,000 and available borrowings under our existing credit facility will provide sufficient liquidity to meet our anticipated working capital and other liquidity needs for the next twelve months from the date of this report. We maintain a credit facility that was last amended in December 2023, which provides us with a revolving line of credit. Interest on borrowings on the line of credit accrues at the prime rate (7.5% as of December 31, 2024) less 1.0% and is payable monthly. There was no outstanding principal balance on the line of credit as of December 31, 2024, or June 30, 2024. The amount eligible for borrowing on the line of credit is limited to the lesser of $2,500,000 or 57.0% of eligible accounts receivable, and the line of credit expires on December 18, 2025, if not renewed. As of December 31, 2024, the maximum $2,500,000 was available under the line of credit. Payment obligations under the line of credit are secured by a security interest in substantially all our tangible and intangible assets. The documents governing our line of credit contain certain financial and nonfinancial covenants that include a minimum tangible net worth of not less than $10,125,000 and restrictions on our ability to incur certain additional indebtedness or pay dividends. Any failure to comply with these covenants in the future may result in an event of default, which if not cured or waived, could result in the lender accelerating the maturity of our indebtedness, preventing access to additional funds under the line of credit, requiring prepayment of outstanding indebtedness, or refusing to renew the line of credit. If the maturity of the indebtedness is accelerated or the line of credit is not renewed, sufficient cash resources to satisfy the debt obligations may not be available and we may not be able to continue operations as planned. If we are unable to repay such indebtedness, the lender could foreclose on these assets. 14 For the six months ended December 31, 2024, and 2023, we spent approximately $270,000 and $180,000, respectively, on property and equipment. We currently expect to finance planned equipment purchases with cash flows from operations or borrowings under our credit facility. We may need to incur additional debt if we have an unforeseen need for additional capital equipment or if our operating performance does not generate adequate cash flows. While the impact of macroeconomic factors such as inflation are difficult to predict, we believe our cash, cash equivalents and cash flows from operations will be sufficient to meet our working capital, capital expenditure, operational cash requirements for fiscal 2025 and the foreseeable future. We will continue to evaluate our projected expenditures relative to our available cash and evaluate financing alternatives to satisfy our working capital and other cash requirements. Information Regarding Forward-Looking Statements Statements contained in this Quarterly Report on Form 10-Q that are not statements of historical fact should be considered forward-looking statements within the meaning of the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward- looking statements include, but are not limited to, statements regarding: our business strategy, including our intended level of investment in R&D and marketing activities; our expectations with respect to earnings, gross margins and sales growth, industry relationships, marketing strategies and international sales; estimated sizes of markets into which our products are or may be sold; our business strengths and competitive advantages; our ability to grow additional sales distribution channels; our intent to retain any earnings for use in operations rather than paying dividends; our expectation that our products will continue to qualify for reimbursement and payment under government and private insurance programs; our intellectual property plans and practices; the expected impact of applicable regulations on our business; our beliefs about our manufacturing processes; our expectations and beliefs with respect to our employees and our relationships with them; our belief that our current facilities are adequate to support our growth plans; our expectations with respect to ongoing compliance with the terms of our credit facility; our expectations regarding the ongoing availability of credit and our ability to renew our line of credit; enhancements to our products and services; expected excise tax exemption for the SmartVest System; and our anticipated revenues, expenses, capital requirements and liquidity. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “project,” “goal,” “target,” “should,” “will,” “would,” and similar expressions, including the negative of these terms, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Although we believe these forward-looking statements are reasonable, they involve risks and uncertainties that may cause actual results to differ materially from those projected by such statements. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results or our industry’s actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to, the following: • ability to obtain reimbursement from Medicare, Medicaid, or private insurance payers for our products; • component or raw material shortages, changes to lead times or significant price increases; • adverse changes to state and federal health care regulations; • our ability to maintain regulatory compliance and to gain future regulatory approvals and clearances; • entry of new competitors including new drug or pharmaceutical discoveries; • adverse economic and business conditions or intense competition; • the risks associated with our planned salesforce expansion; • wage and component price inflation; • technical problems with our research and products; • the risks associated with cyberattacks, data breaches, computer viruses and other similar security threats; • changes affecting the medical device industry; • our ability to develop new sales channels for our products such as the homecare distributor channel; • adverse international health care regulation impacting current international business; 15 • our ability to renew our line of credit or obtain additional credit as necessary; and • our ability to protect and expand our intellectual property portfolio. This list of factors is not exhaustive, however, and these or other factors, many of which are outside of our control, could have a material adverse effect on us and our results of operations. Therefore, you should consider these risk factors with caution and form your own critical and independent conclusions about the likely effect of these risk factors on our future performance. Forward-looking statements speak only as of the date on which the statements are made, and we undertake no obligation, and expressly disclaim any such obligation, to update any forward-looking statement for any reason other than as required by law, even if new information becomes available or other events occur in the future. You should carefully review the disclosures and the risk factors described in this and other documents we file from time to time with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for fiscal 2024. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth herein. Item 3. Quantitative and Qualitative Disclosures About Market Risk. As a smaller reporting company, we are not required to provide disclosure pursuant to this Item. Item 4. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Our principal executive officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of the end of the period subject to this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the date of such evaluation to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Changes to Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. PART II – OTHER INFORMATION Item 1. Legal Proceedings. The disclosure regarding legal proceedings set forth in Note 9 to our unaudited Condensed Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q is incorporated herein by reference. Occasionally, we may be party to legal actions, proceedings, or claims in the ordinary course of business, including claims based on assertions of patent and trademark infringement. Corresponding costs are accrued when it is probable that loss will be incurred, and the amount can be precisely or reasonably estimated. We are not aware of any undisclosed actual or threatened litigation that would have a material adverse effect on our financial condition or results of operations. Item 1A. Risk Factors. As a smaller reporting company, we are not required to provide disclosure pursuant to this Item. 16 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. On September 11, 2024, our Board of Directors (the “Board”) approved and announced the repurchase of up to $5.0 million of outstanding shares of our common stock. The shares of our common stock may be repurchased under the authorization on the open market or in privately negotiated transactions subject to applicable securities laws and regulations. The current repurchase authorization does not expire and the approximate dollar value of shares that may yet be purchased under the plan as of December 31, 2024, was approximately $464,000. The following table sets forth information concerning repurchases of shares of our common stock for the three months ended December 31, 2024: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs October 1 – October 31, 2024 - $ - - $ 464,000 November 1 – November 30, 2024 - $ - - $ 464,000 December 1 – December 31, 2024 - $ - - $ 464,000 Total - - Item 3. Defaults Upon Senior Securities. None. Item 4. Mine Safety Disclosures. None. Item 5. Other Information. During the three months ended December 31, 2024, no director or officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. 17 Item 6. Exhibits. Exhibit Number Description Method of Filing 3.1 Composite Articles of Incorporation, as amended through November 8, 2010 (incorporated by reference to Exhibit 3.1 to Annual Report on Form 10-K for the fiscal year ended June 30, 2015) Incorporated by Reference 3.2 Amended and Restated Bylaws, effective November 15, 2024 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed November 18, 2024) Incorporated by Reference 31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed Electronically 31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed Electronically 32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished Electronically 32.2 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished Electronically 101 Financial statements from the Quarterly Report on Form 10-Q for the period ended December 31, 2024, formatted in inline XBRL: (i) Condensed Balance Sheets, (ii) Condensed Statements of Operations, (iii) Condensed Statements of Cash Flows, (iv) Condensed Statements of Shareholders’ Equity, (v) Notes to Condensed Financial Statements and (vi) the information set forth in Part II, Item 5 Filed Electronically 104 Cover Page Interactive Data File (embedded within the inline XBRL Document) Filed Electronically 18 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 thereunto duly authorized. ELECTROMED, INC. Date: February 11, 2025 /s/ James L. Cunniff James L. Cunniff, President and Chief Executive Officer (duly authorized officer) Date: February 11, 2025 /s/ Bradley M. Nagel Bradley M. Nagel, Chief Financial Officer (principal financial officer and principal accounting officer)