NEPH Nephros Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

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

 

Date of Report (Date of earliest event reported): November 7, 2024

 

NEPHROS, INC.

(Exact name of Registrant as Specified in its Charter)

 

Delaware		001-32288		13-3971809
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

380 Lackawanna Place, South Orange, New Jersey 07079

(Address of principal executive offices, including ZIP code)

 

(201) 343-5202

(Registrant’s telephone number, including area code)

 

n/a

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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, $0.001 par value		NEPH		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

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. ☐

 

 

 

Item 2.02

Results of Operations and Financial Condition.

 

On November 7, 2024, Nephros, Inc. (the “Company”) issued a press release in which it disclosed its third quarter 2024 financial results. A copy of this press release is furnished herewith as Exhibit 99.1.

 

Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and in this Item 2.02 have been furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing regardless of any general incorporation language.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.		Description
99.1		Nephros, Inc. Press Release, dated November 7, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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 hereunto duly authorized.

 

	Nephros, Inc.
Dated: November 13, 2024	By:	/s/ Judy Krandel
		Judy Krandel
		Chief Financial Officer

 

 

 

Exhibit 99.1

 

Nephros, Inc. 380 Lackawanna Place South Orange NJ 07079 Call: 201 343 5202   nephros.com

 

Nephros Announces Financial Results for Quarter Ended September 30, 2024

 

Third-Quarter Net Revenue of $3.5 Million;
Operational Improvements Result In First Profitable Quarter

 

SOUTH ORANGE, NJ, November 7, 2024 – Nephros, Inc. (Nasdaq: NEPH), a leading water technology company providing filtration solutions to the medical and commercial markets, today announced financial results for the third quarter ended September 30, 2024.

 

Financial Highlights*

 

	●	Net income of $0.2 million, compared to a net loss of $0.2 million
	●	Adjusted EBITDA of $295,000, compared to $11,000
	●	Net revenue of $3.5 million, an 8% increase over Q2 2024; a decrease of 6% over Q3 prior year

 

*Stated performance is relative to same period in the prior year unless otherwise noted.

 

“I am very excited to report our first profitable quarter, marking a major milestone in our pursuit of achieving operational excellence. I am also pleased to report we had positive-adjusted EBITDA for both the third quarter and first nine months of 2024,” stated Robert Banks, President and Chief Executive Officer. “Although most of our sales regions showed solid growth and steady performance with existing customers, our [South Central] region continued to miss expectations, which resulted in some reorganization. Additionally, a handful of our larger accounts exhibited slower-than-usual ordering patterns, as demonstrated by a slight decrease in same-site sales. We continue to push forward with actions designed to mitigate the reduction in programmatic reorders, as outlined during our previous earnings call.”

 

Mr. Banks continued, “While Nephros prepares to launch digital support for filter installation, we are ramping up our service capabilities to foster installation commissions and complement filter sales. We believe these efforts will offset customer non-compliance with filter changeout schedules.”

 

Financial Performance for the Quarter Ended September 30, 2024

 

Net revenue for the quarter ended September 30, 2024, was $3.5 million, compared to $3.7 million in the corresponding period in 2023, a decrease of 6%. The third quarter of 2023 was one of our largest quarters by revenue ever, with several new accounts placing initial orders of significant size. Although those 2023 customers have continued to order, their 2024 replacement orders have been smaller by comparison. Another contributing factor to our decreased quarterly revenue was underperformance across our South Central region, despite an 8% increase from our prior quarter.

 

Cost of goods sold for the quarter ended September 30, 2024, was $1.4 million, compared with $1.5 million for the quarter ended September 30, 2023, a decrease of 12%. Gross margins for the quarter ended September 30, 2024, were 61% compared to 59% for the quarter ended September 30, 2023, reflecting improved terms with our largest supplier.

 

Research and development expenses for each of the quarters ended September 30, 2024, and September 30, 2023, were $0.2 million. Depreciation and amortization expense for the quarter ended September 30, 2024, was approximately $34,000, compared with approximately $55,000 for the corresponding period in 2023.

 

Selling, general and administrative expenses for the quarter ended September 30, 2024, was $1.7 million compared to $2.1 million during the same period in 2023 due to a decline in stock compensation and bonus accruals.

 

 

Nephros, Inc. 380 Lackawanna Place South Orange NJ 07079 Call: 201 343 5202   nephros.com

 

Net income for the quarter ended September 30, 2024, was $0.2 million, compared to a net loss of $0.2 million during the same period in 2023. The decrease in net loss was driven by decreased operating expenses reflecting a reduction in bonus accrual and stock compensation expense. Additionally, we continue our intense focus on managing expenses and working toward improving efficiency with the aim of providing our unique products and services in a more streamlined manner.

 

Adjusted EBITDA for the quarter ended September 30, 2024, was $295,000, compared to $11,000 during the same period in 2023 reflecting primarily our operating profit for the quarter.

 

As of September 30, 2024, Nephros had cash and cash equivalents of $2.5 million, compared to $4.3 million as of December 31, 2023. The decline in cash from year-end 2023 was driven primarily by the operating loss for the first half of 2024, as well as payment of annual employee bonuses and an investment in inventory in the first quarter of 2024.

 

Adjusted EBITDA Definition and Reconciliation to GAAP Financial Measures

 

Adjusted EBITDA is calculated by taking net loss calculated in accordance with generally accepted accounting principles (“GAAP”) and excluding all interest-related expenses and income, tax-related expenses and income, non-recurring expenses and income, and non-cash items, including depreciation, amortization, non-cash inventory write-offs, and non-cash compensation. The following tables present a reconciliation of Adjusted EBITDA to net loss, the most directly comparable GAAP financial measure, for the third quarter and year to date of the 2024 and 2023 fiscal years:

 

(unaudited)

 

		Three Months Ended September 30,
Consolidated Results		2024				2023
		(in $ thousands)
Reconciliation of net income (loss):
Net Income (loss)			183				(182	)
Adjustments:
Depreciation of property and equipment			12				9
Amortization of other assets			21				46
Interest income			(20	)			(11	)
Non-cash stock-based compensation			65				149
Non-cash inventory write-offs			34				-
Adjusted EBITDA Income			295				11

 

(unaudited)

 

		Nine Months Ended September 30,
Consolidated Results		2024				2023
		(in $ thousands)
Reconciliation of net loss:
Net Income (loss)			(275	)			(921	)
Adjustments:
Depreciation of property and equipment			34				29
Amortization of other assets			68				134
Interest expense			1				1
Interest income			(66	)			(36	)
Non-cash stock-based compensation			91				662
Non-cash inventory write-offs			214				106
Adjusted EBITDA Income (loss)			67				(25	)

 

 

Nephros, Inc. 380 Lackawanna Place South Orange NJ 07079 Call: 201 343 5202   nephros.com

 

Nephros believes that Adjusted EBITDA provides useful information to management and investors regarding certain financial and business trends relating to Nephros’ financial condition and results of operations. Management does not consider Adjusted EBITDA in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of Adjusted EBITDA is that it excludes significant expenses and income that are required by GAAP to be recognized in Nephros’ financial statements. In addition, Adjusted EBITDA is subject to inherent limitations as it reflects the exercise of judgments by management about which expenses and income are excluded or included in determining Adjusted EBITDA. To compensate for these limitations, management presents Adjusted EBITDA in connection with net income loss, the most directly comparable GAAP financial measure. Nephros urges investors to review the reconciliation of Adjusted EBITDA to net income loss and not to rely on any single financial measure to evaluate the business.

 

Conference Call Today at 4:30pm ET

 

Nephros will host a conference call today at 4:30pm ET, during which management will discuss Nephros’ financial results and provide a general business overview.

 

Participants may dial into the call as follows:
Domestic access: 1 (844) 808-7106
International access: 1 (412) 317-5285

 

Upon joining, please ask to be added into the Nephros conference call.

 

An audio archive of the call will be available shortly after the call on the Nephros Investor Relations page.

 

Alternatively, a replay of the call may be accessed until November 14, 2024 at 1 (877) 344-7529 or 1 (412) 317-0088 for international callers and entering replay access code: 5018166.

 

 

Nephros, Inc. 380 Lackawanna Place South Orange NJ 07079 Call: 201 343 5202   nephros.com

 

About Nephros

 

Nephros is committed to improving the human relationship with water through leading, accessible technology. We provide innovative water filtration products and services, along with water-quality education, as part of an integrated approach to water safety. Nephros goods serve the needs of customers within medical and commercial markets, offering both proactive and emergency solutions for water management.

 

For more information about Nephros, please visit nephros.com.

 

Forward-Looking Statements

 

This release contains forward-looking statements that are subject to various risks and uncertainties. Such statements include statements regarding Nephros’ expected future revenue, gross margins, cash flows and expectations on maintaining positive cash flow and profitability, and other future financial performance, the expected timing of the launch of new products and services, expected improvements in efficiency in the delivery of our products and services, and other statements that are not historical facts, including statements that may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including inflationary factors and general economic conditions, changes in business and competitive conditions, fluctuations in customer order volumes, unpredictability with respect to revenue derived from emergency response orders, the availability of capital when needed, dependence on third-party manufacturers and researchers, and regulatory reforms. These and other risks and uncertainties are detailed in Nephros’ reports filed with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2023, which it may update in Part II, Item 1A – Risk Factors in its Quarterly Reports on Form 10-Q that it has filed or will file hereafter. Nephros does not undertake any responsibility to update the forward-looking statements in this release.

 

Investor Relations Contacts:

 

Kirin Smith, President	Robert Banks, CEO
PCG Advisory, Inc.	Nephros, Inc.
(646) 823-8656	(201)343-5202x121
ksmith@pcgadvisory.com	robert.banks@nephros.com

 

 

Nephros, Inc. 380 Lackawanna Place South Orange NJ 07079 Call: 201 343 5202   nephros.com

 

NEPHROS, INC. AND SUBSIDIARIES

CONDENSED  CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

(Unaudited)

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
Net revenue:
Product revenues		$	3,472			$	3,713			$	10,186			$	10,912
Royalty and other revenues			46				29				106				72
Total net revenues			3,518				3,742				10,292				10,984
Cost of goods sold			1,369				1,548				4,044				4,600
Gross margin			2,149				2,194				6,248				6,384
Operating expenses:
Selling, general and administrative			1,721				2,137				5,804				6,500
Research and development			188				205				654				665
Depreciation and amortization			34				55				101				163
Total operating expenses			1,943				2,397				6,559				7,328
Operating income (loss)			206				(203	)			(311	)			(944	)
Other (expense) income:
Interest expense			-				-				(1	)			(1	)
Interest income			20				11				66				36
Other income (expense), net			(43	)			10				(29	)			(12	)
Total other expense:			(23	)			21				36				23
Net income (loss)		$	183			$	(182	)		$	(275	)		$	(921	)
Net income (loss) per common share, basic		$	0.02			$	(0.02	)		$	(0.03	)		$	(0.09	)
Net income (loss) per common share, diluted		$	0.02			$	(0.02	)		$	(0.03	)		$	(0.09	)
Weighted average common shares outstanding, basic			10,544,139				10,460,866				10,518,742				10,352,108
Weighted average common shares outstanding, diluted			10,580,906				10,460,866				10,518,742				10,352,108

 

 

Nephros, Inc. 380 Lackawanna Place South Orange NJ 07079 Call: 201 343 5202   nephros.com

 

NEPHROS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

(Unaudited)

 

ASSETS		September 30, 2024				December 31, 2023
Current assets:
Cash and cash equivalents		$	2,457			$	4,307
Accounts receivable, net			1,691				1,496
Inventory			3,099				2,470
Prepaid expenses and other current assets			109				132
Total current assets			7,356				8,405
Property and equipment, net			173				152
Lease right-use-of assets			1,461				1,807
Intangible assets, net			357				381
Goodwill			759				759
License and supply agreement, net			230				271
Other assets			50				86
TOTAL ASSETS		$	10,386			$	11,861
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable			398				873
Accrued expenses			322				794
Current portion of lease liabilities			338				446
Total current liabilities			1,058				2,113
Lease liabilities, net of current portion			1,154				1,390
TOTAL LIABILITIES			2,212				3,503
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
Preferred stock, $.001 par value; 5,000,000 shares authorized at September 30, 2024 and December 31, 2023; no shares issued and outstanding September 30, 2024 and December 31, 2023.			-				-
Common stock, $.001 par value; 40,000,000 shares authorized at September 30, 2024 and December 31, 2023; 10,544,139 and 10,543,675 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively.			11				10
Additional paid-in capital			152,844				152,754
Accumulated deficit			(144,681	)			(144,406	)
TOTAL STOCKHOLDERS’ EQUITY			8,174				8,358
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	10,386			$	11,861

 

 

 

v3.24.3

Cover	Nov. 07, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 07, 2024
Entity File Number	001-32288
Entity Registrant Name	NEPHROS, INC.
Entity Central Index Key	0001196298
Entity Tax Identification Number	13-3971809
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	380 Lackawanna Place
Entity Address, City or Town	South Orange
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07079
City Area Code	(201)
Local Phone Number	343-5202
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.001 par value
Trading Symbol	NEPH
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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