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): March 24, 2022
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
(Address of principal executive offices)
+1 (905 ) 812-0023
(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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 March 24th, 2022, MedAvail Holdings, Inc. ("MedAvail" or the "Company") issued a press release regarding its financial and operational results for the year and three months ended December 31st, 2021. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This information is intended to be furnished under Items 2.02 and 9.01 of this Current Report on Form 8-K, including Exhibit 99.1, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), except as shall be expressly set forth by specific reference in such a filing.
Item 7.01 Regulation FD Disclosure.
On March 24th, 2022, MedAvail hosted a conference call and webcast to discuss the Company's financial and operational results for the year and three months ended December 31st, 2021.
The presentation includes a discussion of Operating Results and Adjusted EBITDA, non-GAAP (generally accepted accounting principles) financial measures. The presentation also includes reconciliations of those measures to the most directly comparable financial measures calculated and presented in accordance with GAAP.
The information included in this Item 7.01 and in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The Company undertakes no duty or obligation to update or revise information included in this Report or in the Exhibit 99.1.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
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.
| MEDAVAIL HOLDINGS, INC. | ||||||||
Date: March 24, 2022 | By: | /s/ Ramona Seabaugh | ||||||
Ramona Seabaugh Chief Financial Officer | ||||||||
Exhibit 99.1
MedAvail Reports Fourth Quarter and Full Year 2021 Financial Results
MISSISSAUGA, Ontario and PHOENIX, Ariz. – March 24, 2022 – MedAvail Holdings, Inc. (Nasdaq: MDVL) (“MedAvail”) a technology-enabled pharmacy company, today reported financial results for the three months and full year ended December 31, 2021.
“I am excited to have joined MedAvail at a pivotal time when I believe that there is a tremendous need and a rising demand in pharmacy services for our technology and pharmacy solutions. Since joining MedAvail, my confidence in our business has only strengthened further,” said Mark Doerr, Chief Executive Officer of MedAvail. “As we look ahead to 2022, I believe that we are strongly positioned with expansion in dispensing deployments and partnerships well underway and a clear roadmap seeking to deliver profitable and sustainable growth over the long-term.”
Fourth Quarter 2021 Financial and Operational Highlights
All comparisons, unless otherwise noted, are to the three months ended December 31, 2020.
•Total revenue was $7.3 million
•Total revenue by segment
◦Retail Pharmacy Services revenue increased 170% to $6.8 million
◦Pharmacy Technology revenue decreased 24% to $0.4 million
•Net loss was $12.6 million compared to a net loss of $12.1 million
•Adjusted EBITDA loss of $10.9 million compared to $8.9 million
•Cash, and cash equivalents of $19.7 million as of December 31, 2021
Full Year 2021 Financial and Operational Highlights
All comparisons, unless otherwise noted, are to the twelve months ended December 31, 2020.
•Total revenue was $22.1 million
•Total revenue by segment
◦Retail Pharmacy Services revenue increased 161% to $20.2 million
◦Pharmacy Technology revenue decreased 69% to $1.9 million. Total revenue for the third quarter of 2020 included a non-recurring benefit of $4.7 million recognized in conjunction with a commercial agreement from 2018; excluding this benefit, Pharmacy Technology revenue increased 27%.
•81 MedCenter total net cumulative deployments compared to 46 MedCenter total net cumulative deployments, representing 76% growth
◦68 MedCenter total net dispensing deployments compared to 38 total MedCenter net dispensing deployments, representing 79% growth
•Net loss was $43.8 million compared to a net loss of $26.8 million
•Adjusted EBITDA loss of $39.6 million compared to $23.8 million
Financial Outlook
MedAvail expects total revenue for the first quarter of 2022 to be in excess of $8.8 million, which represents more than double its total revenue in the same period in 2021. The company expects adjusted gross margin improvement in the first quarter of 2022 compared to the fourth quarter of 2021.
Conference Call
MedAvail will host a conference call at 1:30 p.m. PT / 4:30 p.m. ET on Thursday, March 24, 2022, to discuss its fourth quarter and full year 2021 financial results. A webcast of the conference call can be accessed at https://investors.medavail.com/. The webcast will be archived and available for replay for at least 90 days after the event.
Definition of Key Metrics
Dispensing Deployments
We define dispensing deployments as sites that are live, that is, have payer network acceptance, pharmacy board approvals and trained clinical staff or clinical account managers. Moreover, we work closely with the state boards of pharmacy and our clinic partners to reduce the time to progress from deployment to becoming dispensing deployments, which generally ranges from 4 to 12 weeks.
About MedAvail
MedAvail Holdings, Inc. (NASDAQ: MDVL) is a technology-enabled pharmacy organization, providing turnkey in-clinic pharmacy services through its proprietary robotic dispensing platform, the MedAvail MedCenter, and home delivery operations, to Medicare clinics. MedAvail helps patients to optimize drug adherence, resulting in better health outcomes. Learn more at www.medavail.com.
Non-GAAP Financial Measures
MedAvail refers to certain financial measures that are not recognized under U.S. generally accepted accounting principles ("GAAP") in this press release, including adjusted EBITDA. See the schedules to this press release for additional information and reconciliations of such non-GAAP financial measures.
Forward Looking Statements
Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," "project," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding MedAvail's business strategy and market opportunity; potential future revenue projections and expectations for growth and profitability; expansion plans; margin improvement; and customer partnerships. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of MedAvail's management and are not predictions of actual performance. Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements, including but not limited to risks discussed under the heading "Risk Factors" in both MedAvail’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 31, 2021, and its Quarterly Report on Form 10-Q, filed with the SEC on November 9, 2021, and other filings MedAvail makes with the SEC in the future. Additional information is also set forth in MedAvail’s Annual Report on Form 10-K for the year ended December 31, 2021 to be filed with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. These forward-looking statements speak only as of the date hereof and MedAvail specifically disclaims any obligation to update these forward-looking statements.
Contacts:
Investor Relations
Caroline Paul
Gilmartin Group
ir@medavail.com
SOURCE MedAvail Holdings, Inc.
MEDAVAIL HOLDINGS, INC.
Consolidated Statements of Operations and Comprehensive Loss
(In thousands, except per-share amounts)
(Unaudited)
| Three Months Ended December 31, | Years Ended December 31, | ||||||||||||||||||||||
| 2021 | 2020 (1) | 2021 | 2020 (1) | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Pharmacy and hardware revenue | $ | 6,954 | $ | 3,009 | $ | 21,119 | $ | 10,596 | |||||||||||||||
| Service revenue | 326 | 91 | 1,010 | 3,372 | |||||||||||||||||||
| Total revenue | 7,280 | 3,100 | 22,129 | 13,968 | |||||||||||||||||||
| Cost of products sold and services: | |||||||||||||||||||||||
| Pharmacy and hardware cost of products sold | 7,562 | 3,250 | 21,306 | 8,593 | |||||||||||||||||||
| Service costs | 80 | 96 | 506 | 212 | |||||||||||||||||||
| Total cost of products sold and services | 7,642 | 3,346 | 21,812 | 8,805 | |||||||||||||||||||
| Operating expense: | |||||||||||||||||||||||
| Pharmacy operations | 4,068 | 2,195 | 13,496 | 6,146 | |||||||||||||||||||
| General and administrative | 5,544 | 5,795 | 22,277 | 15,863 | |||||||||||||||||||
| Selling and marketing | 2,148 | 1,206 | 7,204 | 3,283 | |||||||||||||||||||
| Research and development | 248 | 150 | 849 | 682 | |||||||||||||||||||
| Merger expenses | — | 2,084 | — | 4,691 | |||||||||||||||||||
| Total operating expense | 12,008 | 11,430 | 43,826 | 30,665 | |||||||||||||||||||
| Operating loss | (12,370) | (11,676) | (43,509) | (25,502) | |||||||||||||||||||
| Other income (loss), net | — | (118) | 206 | (110) | |||||||||||||||||||
| Interest income | 5 | 28 | 79 | 43 | |||||||||||||||||||
| Interest expense | (261) | (330) | (589) | (1,241) | |||||||||||||||||||
| Loss before income taxes | (12,626) | (12,096) | (43,813) | (26,810) | |||||||||||||||||||
| Income tax expense | — | — | (2) | — | |||||||||||||||||||
| Net loss | $ | (12,626) | $ | (12,096) | $ | (43,815) | $ | (26,810) | |||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Foreign currency translation adjustment | $ | — | $ | 24 | $ | — | $ | 22 | |||||||||||||||
| Total comprehensive loss | $ | (12,626) | $ | (12,072) | $ | (43,815) | $ | (26,788) | |||||||||||||||
| Net loss per share - basic and diluted | $ | (0.38) | $ | (0.71) | $ | (1.34) | $ | (4.69) | |||||||||||||||
| Weighted average shares outstanding - basic and diluted | 32,852 | 17,003 | 32,656 | 5,722 | |||||||||||||||||||
(1) Certain activity was reclassified to be consistent with the current presentation, see comparative tables that follow.
MEDAVAIL HOLDINGS, INC.
Operating Expense Reclassifications
(In thousands)
(Unaudited)
| Three Months Ended December 31, 2020 | |||||||||||||||||
| Current presentation | As previously reported | Change | |||||||||||||||
| Pharmacy operations | $ | 2,195 | $ | 2,033 | $ | 162 | |||||||||||
| General and administrative | 5,795 | 6,019 | (224) | ||||||||||||||
| Selling and marketing | 1,206 | 1,147 | 59 | ||||||||||||||
| Research and development | 150 | 149 | 1 | ||||||||||||||
| $ | 9,346 | $ | 9,348 | $ | (2) | ||||||||||||
| Year Ended December 31, 2020 | |||||||||||||||||
| Current presentation | As previously reported | Change | |||||||||||||||
| Pharmacy operations | $ | 6,146 | $ | 5,687 | $ | 459 | |||||||||||
| General and administrative | 15,863 | 16,562 | (699) | ||||||||||||||
| Selling and marketing | 3,283 | 3,043 | 240 | ||||||||||||||
| $ | 25,292 | $ | 25,292 | $ | — | ||||||||||||
MEDAVAIL HOLDINGS, INC.
Consolidated Condensed Balance Sheets
(In thousands, except share and per-share amounts)
(Unaudited)
| December 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 19,689 | $ | 57,936 | |||||||
| Restricted cash | 400 | 60 | |||||||||
| Accounts receivable, net | 1,189 | 1,520 | |||||||||
| Inventories | 3,916 | 2,817 | |||||||||
| Prepaid expenses and other current assets | 2,191 | 1,534 | |||||||||
| Total current assets | 27,385 | 63,867 | |||||||||
| Property, plant and equipment, net | 5,692 | 3,795 | |||||||||
| Right-of-use assets | 2,538 | 1,239 | |||||||||
| Other assets | 228 | 203 | |||||||||
| Intangible assets, net | 2,300 | 227 | |||||||||
| Total assets | $ | 38,143 | $ | 69,331 | |||||||
| Liabilities and Shareholders’ Equity (Deficit) | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued liabilities | $ | 6,740 | $ | 4,512 | |||||||
| Short-term debt | — | 2,161 | |||||||||
| Deferred revenue | 83 | 275 | |||||||||
| Current portion of lease obligations | 682 | 665 | |||||||||
| Total current liabilities | 7,505 | 7,613 | |||||||||
| Long-term debt | 9,538 | — | |||||||||
| Long-term portion of lease obligations | 2,027 | 651 | |||||||||
| Total liabilities | 19,070 | 8,264 | |||||||||
| Commitments and contingencies | |||||||||||
| Stockholders' equity (deficit): | |||||||||||
| Common shares ($0.001 par value, 100,000,000 shares authorized, 32,902,048 and 31,816,020 shares issued and outstanding at December 31, 2021 and 2020, respectively) | 33 | 32 | |||||||||
Warrants | 1,373 | 2,614 | |||||||||
| Additional paid-in-capital | 216,685 | 213,624 | |||||||||
| Accumulated other comprehensive loss | (6,928) | (6,928) | |||||||||
| Accumulated deficit | (192,090) | (148,275) | |||||||||
| Total shareholders’ equity | 19,073 | 61,067 | |||||||||
| Total liabilities and shareholders’ equity | $ | 38,143 | $ | 69,331 | |||||||
MEDAVAIL HOLDINGS, INC.
Supplemental Financial Information - Segments
(In thousands)
(Unaudited)
| Retail Pharmacy Services | Pharmacy Technology | Total | |||||||||||||||
| Three Months Ended December 31, 2021 | |||||||||||||||||
| Revenue: | |||||||||||||||||
| Pharmacy and hardware revenue: | |||||||||||||||||
| Retail pharmacy revenue | $ | 6,846 | $ | — | $ | 6,846 | |||||||||||
| Hardware | — | — | — | ||||||||||||||
| Subscription | — | 108 | 108 | ||||||||||||||
| Total pharmacy and hardware revenue | 6,846 | 108 | 6,954 | ||||||||||||||
| Service revenue: | |||||||||||||||||
| Software integration | — | — | — | ||||||||||||||
| Software | — | 134 | 134 | ||||||||||||||
| Maintenance and support | — | 47 | 47 | ||||||||||||||
| Installation | — | — | — | ||||||||||||||
| Professional services and other | — | 145 | 145 | ||||||||||||||
| Total service revenue | — | 326 | 326 | ||||||||||||||
| Total revenue | 6,846 | 434 | 7,280 | ||||||||||||||
Cost of products sold and services (1) | 6,901 | 741 | 7,642 | ||||||||||||||
| Gross profit | $ | (55) | $ | (307) | $ | (362) | |||||||||||
(1) The pharmacy technology segment includes a provision for inventory of $626 thousand.
| Retail Pharmacy Services | Pharmacy Technology | Total | |||||||||||||||
| Three Months Ended December 31, 2020 | |||||||||||||||||
| Revenue: | |||||||||||||||||
| Pharmacy and hardware revenue: | |||||||||||||||||
| Retail pharmacy revenue | $ | 2,532 | $ | — | $ | 2,532 | |||||||||||
| Hardware | — | 353 | 353 | ||||||||||||||
| Subscription | — | 124 | 124 | ||||||||||||||
| Total pharmacy and hardware revenue | 2,532 | 477 | 3,009 | ||||||||||||||
| Service revenue: | |||||||||||||||||
| Software integration | — | — | — | ||||||||||||||
| Software | — | 20 | 20 | ||||||||||||||
| Maintenance and support | — | 19 | 19 | ||||||||||||||
| Installation | — | 27 | 27 | ||||||||||||||
| Professional services and other | — | 25 | 25 | ||||||||||||||
| Total service revenue | — | 91 | 91 | ||||||||||||||
| Total revenue | 2,532 | 568 | 3,100 | ||||||||||||||
Cost of products sold and services (1) | 2,685 | 661 | 3,346 | ||||||||||||||
| Gross profit | $ | (153) | $ | (93) | $ | (246) | |||||||||||
(1) The retail pharmacy services and pharmacy technology segments include provisions for inventory of $173 thousand and $179 thousand, respectively.
MEDAVAIL HOLDINGS, INC.
Supplemental Financial Information - Segments
(In thousands)
(Unaudited)
| Retail Pharmacy Services | Pharmacy Technology | Total | |||||||||||||||
| Year Ended December 31, 2021 | |||||||||||||||||
| Revenue: | |||||||||||||||||
| Pharmacy and hardware revenue: | |||||||||||||||||
| Retail pharmacy revenue | $ | 20,203 | $ | — | $ | 20,203 | |||||||||||
| Hardware | — | 470 | 470 | ||||||||||||||
| Subscription | — | 446 | 446 | ||||||||||||||
| Total pharmacy and hardware revenue | 20,203 | 916 | 21,119 | ||||||||||||||
| Service revenue: | |||||||||||||||||
| Software integration | — | — | — | ||||||||||||||
| Software | — | 259 | 259 | ||||||||||||||
| Maintenance and support | — | 161 | 161 | ||||||||||||||
| Installation | — | 39 | 39 | ||||||||||||||
| Professional services and other | — | 551 | 551 | ||||||||||||||
| Total service revenue | — | 1,010 | 1,010 | ||||||||||||||
| Total revenue | 20,203 | 1,926 | 22,129 | ||||||||||||||
Cost of products sold and services (1) | 20,031 | 1,781 | 21,812 | ||||||||||||||
| Gross profit | $ | 172 | $ | 145 | $ | 317 | |||||||||||
(1) The pharmacy technology segment includes a provision for inventory of $626 thousand.
| Retail Pharmacy Services | Pharmacy Technology (1) | Total | |||||||||||||||
| Year Ended December 31, 2020 | |||||||||||||||||
| Revenue: | |||||||||||||||||
| Pharmacy and hardware revenue: | |||||||||||||||||
| Retail pharmacy revenue | $ | 7,728 | $ | — | $ | 7,728 | |||||||||||
| Hardware | — | 2,401 | 2,401 | ||||||||||||||
| Subscription | — | 467 | 467 | ||||||||||||||
| Total pharmacy and hardware revenue | 7,728 | 2,868 | 10,596 | ||||||||||||||
| Service revenue: | |||||||||||||||||
| Software integration | — | 3,168 | 3,168 | ||||||||||||||
| Software | — | 44 | 44 | ||||||||||||||
| Maintenance and support | — | 58 | 58 | ||||||||||||||
| Installation | — | 55 | 55 | ||||||||||||||
| Professional services and other | — | 47 | 47 | ||||||||||||||
| Total service revenue | — | 3,372 | 3,372 | ||||||||||||||
| Total revenue | 7,728 | 6,240 | 13,968 | ||||||||||||||
Cost of products sold and services (2) | 7,744 | 1,061 | 8,805 | ||||||||||||||
| Gross profit | $ | (16) | $ | 5,179 | $ | 5,163 | |||||||||||
(1) Includes $1.5 million of hardware sales and $3.2 million of software integration sales associated with a non-recurring commercial agreement.
(2) The retail pharmacy services and pharmacy technology segments include provisions for inventory of $250 thousand and $179 thousand, respectively.
Non-GAAP Financial Measures
To supplement our consolidated condensed financial statements, which are prepared and presented in accordance with GAAP, we use the following non-GAAP financial measures: EBITDA, and adjusted EBITDA. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
We define Adjusted EBITDA for a particular period as net (loss) income before interest, taxes, depreciation and amortization, and as further adjusted for non-recurring revenue from a commercial agreement, inventory adjustment, merger-related expenses, and stock-based compensation expense.
We use these non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. We believe that these non-GAAP financial measures provide meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our recurring core business operating results, like one-time transaction costs related to the reverse merger. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting, and analyzing future periods. These non-GAAP financial measures also facilitate management's internal comparisons to our historical performance and liquidity as well as comparisons to our competitors' operating results. We believe these non-GAAP financial measures are useful to investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and (2) they are used by our institutional investors and the analyst community to help them analyze the health of our business.
There are a number of limitations related to the use of non-GAAP financial measures. We compensate for these limitations by providing specific information regarding the GAAP amounts excluded from these non-GAAP financial measures and evaluating these non-GAAP financial measures together with their relevant financial measures in accordance with GAAP.
MEDAVAIL HOLDINGS, INC.
Reconciliation of GAAP to Non-GAAP Measures
(In thousands)
(unaudited)
| Three Months Ended December 31, | Years Ended December 31, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Net loss | $ | (12,626) | $ | (12,096) | $ | (43,815) | $ | (26,810) | |||||||||||||||
| Adjustments to calculate EBITDA: | |||||||||||||||||||||||
| Interest income | (5) | (28) | (79) | (43) | |||||||||||||||||||
Interest expense | 261 | 330 | 589 | 1,241 | |||||||||||||||||||
Income tax expense | — | — | 2 | — | |||||||||||||||||||
Depreciation and amortization (1) | 569 | 298 | 1,827 | 1,089 | |||||||||||||||||||
| EBITDA | (11,801) | (11,496) | (41,476) | (24,523) | |||||||||||||||||||
| Adjustments as follows: | |||||||||||||||||||||||
Inventory adjustmnet (2) | 626 | 352 | 626 | 429 | |||||||||||||||||||
Non-recurring commercial agreement (3) | — | — | — | (4,729) | |||||||||||||||||||
| Merger expenses | — | 2,084 | — | 4,691 | |||||||||||||||||||
| Share-based compensation expense | 257 | 155 | 1,205 | 380 | |||||||||||||||||||
| Adjusted EBITDA | $ | (10,918) | $ | (8,905) | $ | (39,645) | $ | (23,752) | |||||||||||||||
(1) Excludes $203 thousand and $750 thousand of operating lease amortization for the three months and year ended December 31, 2021, respectively.
(2) Includes inventory cost adjustments.
(3) The year ended December 31, 2020 includes $1.5 million of hardware sales and $3.2 million of software integration revenue associated with a non-recurring commercial agreement.