UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark One)
|
[X] |
QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
|
|
|
|
For the quarterly
period ended September 30, 2015. |
Or
|
[ ] |
TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
|
|
|
|
For the transition
period from __________ to __________ |
Commission
File Number 000-53071
TARGETED
MEDICAL PHARMA, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
20-5863618 |
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S.
Employer
Identification No.) |
|
|
|
2980
Beverly Glen Circle, Los Angeles, California |
|
90077 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(310)
474-9809
(Registrant’s
telephone number, including area code)
N/A
(Former
name, former address and former fiscal year, if changed since last report)
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted 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 and post such files). Yes [X] No [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
[ ] |
Accelerated filer
[ ] |
Non-accelerated
filer [ ] |
Smaller reporting company
[X] |
|
(Do not check if a smaller reporting
company) |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ]
No [X]
Shares
outstanding of the Registrant’s common stock:
Class |
|
Outstanding
as of November 13, 2015 |
Common
stock, $0.001 par value |
|
27,686,169 |
TARGETED
MEDICAL PHARMA, INC.
FORM
10-Q FOR THE QUARTER
ENDED
SEPTEMBER 30, 2015
TABLE
OF CONTENTS
PART
I – FINANCIAL INFORMATION
Item
1. Financial Statements.
TARGETED
MEDICAL PHARMA, INC.
Condensed
Consolidated Balance Sheets (Unaudited)
| |
September
30, 2015 | | |
December
31, 2014 | |
ASSETS | |
| | | |
| | |
| |
| | | |
| | |
CURRENT ASSETS | |
| | | |
| | |
| |
| | | |
| | |
Cash | |
$ | 20,607 | | |
$ | 11,739 | |
Accounts receivable, net | |
| 273,075 | | |
| 203,348 | |
Inventories | |
| 123,691 | | |
| 127,183 | |
Other current assets | |
| 242,624 | | |
| 191,689 | |
TOTAL CURRENT ASSETS | |
| 659,997 | | |
| 533,959 | |
| |
| | | |
| | |
Property and equipment, net | |
| 67,904 | | |
| 107,185 | |
Intangible assets, net | |
| 1,721,304 | | |
| 1,859,152 | |
TOTAL ASSETS | |
$ | 2,449,205 | | |
$ | 2,500,296 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’
DEFICIT | |
| | | |
| | |
| |
| | | |
| | |
CURRENT LIABILITIES | |
| | | |
| | |
| |
| | | |
| | |
Accounts payable | |
$ | 1,982,194 | | |
$ | 1,460,352 | |
Accrued liabilities | |
| 7,577,894 | | |
| 7,273,980 | |
Notes payable, current portion - related parties | |
| 2,504,411 | | |
| 2,504,411 | |
Notes payable, current portion, net | |
| 1,902,497 | | |
| 1,092,762 | |
Derivative liability | |
| 1,270 | | |
| 18,075 | |
TOTAL CURRENT LIABILITIES | |
| 13,968,266 | | |
| 12,349,580 | |
| |
| | | |
| | |
Notes payable, less current portion - related parties | |
| 557,266 | | |
| — | |
Notes payable, less current portion, net | |
| 257,964 | | |
| 122,290 | |
TOTAL LIABILITIES | |
| 14,783,496 | | |
| 12,471,870 | |
| |
| | | |
| | |
COMMITMENTS AND CONTINGENCIES (NOTE
10) | |
| | | |
| | |
| |
| | | |
| | |
STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
| |
| | | |
| | |
Preferred stock, $0.001 par value: 20,000,000 shares authorized; | |
| | | |
| | |
no shares issued and outstanding | |
| — | | |
| — | |
Common stock, $0.001 par value: 100,000,000 shares authorized; | |
| | | |
| | |
27,686,169 shares issued and outstanding as of September 30, 2015; | |
| | | |
| | |
26,768,756 shares issued and outstanding as of December 31, 2014 | |
| 27,686 | | |
| 26,769 | |
Additional paid-in capital | |
| 17,017,776 | | |
| 16,919,073 | |
Accumulated deficit | |
| (29,379,753 | ) | |
| (26,917,416 | ) |
TOTAL STOCKHOLDERS’
DEFICIT | |
| (12,334,291 | ) | |
| (9,971,574 | ) |
| |
| | | |
| | |
TOTAL LIABILITIES
AND STOCKHOLDERS’ DEFICIT | |
$ | 2,449,205 | | |
$ | 2,500,296 | |
The
accompanying notes are an integral part of these condensed consolidated financial statements.
TARGETED
MEDICAL PHARMA, INC.
Condensed
Consolidated Statements of Operations (Unaudited)
| |
Three
Months Ended
September 30, | | |
Nine
Months Ended
September 30, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| |
| | |
| | |
| | |
| |
REVENUES | |
| | | |
| | | |
| | | |
| | |
Product revenue | |
$ | 1,432,120 | | |
$ | 1,521,326 | | |
$ | 3,580,029 | | |
$ | 5,220,529 | |
Service revenue | |
| 130,197 | | |
| 152,704 | | |
| 392,254 | | |
| 475,605 | |
Total revenue | |
| 1,562,317 | | |
| 1,674,030 | | |
| 3,972,283 | | |
| 5,696,134 | |
| |
| | | |
| | | |
| | | |
| | |
COST OF SALES | |
| | | |
| | | |
| | | |
| | |
Cost of product sold | |
| 94,666 | | |
| 112,859 | | |
| 367,090 | | |
| 375,832 | |
Cost of services sold | |
| 402,782 | | |
| 382,946 | | |
| 1,215,764 | | |
| 1,189,471 | |
Total cost of sales | |
| 497,448 | | |
| 495,805 | | |
| 1,582,854 | | |
| 1,565,303 | |
| |
| | | |
| | | |
| | | |
| | |
Gross profit | |
| 1,064,869 | | |
| 1,178,225 | | |
| 2,389,429 | | |
| 4,130,831 | |
| |
| | | |
| | | |
| | | |
| | |
OPERATING EXPENSES | |
| | | |
| | | |
| | | |
| | |
Research and development | |
| 1,261 | | |
| 55,727 | | |
| 11,654 | | |
| 143,488 | |
Selling, general and administrative | |
| 1,080,579 | | |
| 1,810,313 | | |
| 4,040,587 | | |
| 5,481,987 | |
Total operating expenses | |
| 1,081,840 | | |
| 1,866,040 | | |
| 4,052,241 | | |
| 5,625,475 | |
| |
| | | |
| | | |
| | | |
| | |
Loss from operations | |
| (16,971 | ) | |
| (687,815 | ) | |
| (1,662,812 | ) | |
| (1,494,644 | ) |
| |
| | | |
| | | |
| | | |
| | |
OTHER INCOME (EXPENSES) | |
| | | |
| | | |
| | | |
| | |
Interest expense | |
| (265,110 | ) | |
| (288,096 | ) | |
| (935,559 | ) | |
| (811,760 | ) |
Change in fair value of derivative liabilities | |
| 44,323 | | |
| (37,926 | | |
| 136,034 | | |
| (39,292 | ) |
Total other expenses | |
| (220,787 | ) | |
| (326,022 | ) | |
| (799,525 | ) | |
| (851,052 | ) |
| |
| | | |
| | | |
| | | |
| | |
Loss before income taxes | |
| (237,758 | ) | |
| (1,013,837 | ) | |
| (2,462,337 | ) | |
| (2,345,696 | ) |
| |
| | | |
| | | |
| | | |
| | |
Income tax expense | |
| — | | |
| — | | |
| — | | |
| 65,828 | |
| |
| | | |
| | | |
| | | |
| | |
NET LOSS | |
$ | (237,758 | ) | |
$ | (1,013,837 | ) | |
$ | (2,462,337 | ) | |
$ | (2,411,524 | ) |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted
net loss per common share | |
$ | (0.01 | ) | |
$ | (0.04 | ) | |
$ | (0.09 | ) | |
$ | (0.09 | ) |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted
weighted average common shares outstanding | |
| 27,457,037 | | |
| 26,540,130 | | |
| 27,060,615 | | |
| 26,290,845 | |
The accompanying
notes are an integral part of these condensed consolidated financial statements.
TARGETED
MEDICAL PHARMA, INC.
Condensed
Consolidated Statements of Cash Flows (Unaudited)
|
|
Nine
Months Ended September 30, |
|
|
|
2015 |
|
|
2014 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(2,462,337 |
) |
|
$ |
(2,411,524 |
) |
Adjustments to reconcile
net loss to net cash (used in) provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation |
|
|
39,281 |
|
|
|
96,763 |
|
Amortization |
|
|
137,848 |
|
|
|
207,359 |
|
Amortization of debt
discount |
|
|
257,876 |
|
|
|
353,374 |
|
Stock-based compensation
to employees and directors |
|
|
60,541 |
|
|
|
37,353 |
|
Stock-based compensation
to consultants |
|
|
27,024 |
|
|
|
398,736 |
|
Change in fair value
of derivative liabilities |
|
|
(136,034 |
) |
|
|
39,292 |
|
Changes in operating
assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(69,727 |
) |
|
|
30,867 |
|
Inventories |
|
|
3,492 |
|
|
|
317,233 |
|
Prepaid income taxes |
|
|
— |
|
|
|
599,068 |
|
Other current assets |
|
|
(50,935 |
) |
|
|
74,216 |
|
Accounts payable |
|
|
521,842 |
|
|
|
(113,426 |
) |
Accrued liabilities |
|
|
315,969 |
|
|
|
913,296 |
|
|
|
|
|
|
|
|
|
|
Net cash (used in)
provided by operating activities |
|
|
(1,355,160 |
) |
|
|
542,607 |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Proceeds from issuance
of common stock |
|
|
— |
|
|
|
240,000 |
|
Proceeds from notes
payable - related parties |
|
|
650,000 |
|
|
|
— |
|
Payments on notes
payable - related parties |
|
|
— |
|
|
|
(231,604 |
) |
Proceeds from notes
payable, net |
|
|
1,200,000 |
|
|
|
130,000 |
|
Payments on notes
payable |
|
|
(485,972 |
) |
|
|
(1,132,291 |
) |
|
|
|
|
|
|
|
|
|
Net cash provided
by (used in) financing activities |
|
|
1,364,028 |
|
|
|
(993,895 |
) |
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash |
|
|
8,868 |
|
|
|
(451,288 |
) |
|
|
|
|
|
|
|
|
|
Cash at beginning of period |
|
|
11,739 |
|
|
|
491,806 |
|
|
|
|
|
|
|
|
|
|
Cash at end of period |
|
$ |
20,607 |
|
|
$ |
40,518 |
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures
of cash flow information: |
|
|
|
|
|
|
|
|
Cash paid during
the period for interest |
|
$ |
121,062 |
|
|
$ |
379,163 |
|
|
|
|
|
|
|
|
|
|
Non cash investing
and financing activities: |
|
|
|
|
|
|
|
|
Amortization of note
discount |
|
$ |
257,876 |
|
|
$ |
308,507 |
|
Issuance of common
stock for interest |
|
$ |
12,055 |
|
|
$ |
— |
|
Note discount from
embedded conversion feature in connection with debenture |
|
$ |
119,229 |
|
|
$ |
44,867 |
|
The
accompanying notes are an integral part of these condensed consolidated financial statements.
TARGETED
MEDICAL PHARMA, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Unaudited
1. DESCRIPTION
OF BUSINESS
Targeted
Medical Pharma, Inc. (the “Company” or “TMP”), also doing business as Physician
Therapeutics (“PTL”), is a specialty pharmaceutical company that develops and commercializes amino acid
based medications. On July 30, 2007, the Company formed Complete Claims Processing, Inc. (“CCPI”), a
wholly owned subsidiary which provides specialty billing and collection services for our products dispensed by physician clients
and to physician clients of some of our distributors.
Segment
Information:
The
Company recognized revenue outside of the United States during the three and nine months ended September 30, 2015 of $32,500 and
$64,870 and did not recognize revenue outside of the United States during the three and nine months ended September 30, 2014.
The Company has two principal business operations: (i) the distribution of proprietary medical foods and (ii) billing and collection
services relating to our products. The Company’s operations are organized into two reportable segments during the nine months
ended September 30, 2015 and 2014.
●
TMP: The Company distributes its proprietary medical foods and generic pharmaceuticals as PTL. TMP develops and distributes
amino acid based therapeutic products and distributes pharmaceutical products from other manufacturers through employed sales
representatives, independent distributors and pharmacies. TMP also performs the administrative, regulatory compliance, sales and
marketing functions of the corporation, owns the corporation’s intellectual property, is responsible for research and development
relating to medical food products and development of software used for the dispensation and billing of medical foods and generic
products. The TMP segment also manages contracts and chargebacks.
●
CCPI: This segment provides point-of-care dispensing solutions and billing and collections services.
Results
for the three and nine months ended September 30, 2015 and 2014, are reflected in the table below:
For the three months ended September 30, | |
| | |
| | |
| |
| |
| | |
| | |
| |
2015
(Unaudited) | |
Total | | |
TMP | | |
CCPI | |
Gross sales | |
$ | 1,562,317 | | |
$ | 1,432,120 | | |
$ | 130,197 | |
Gross profit (loss) | |
$ | 1,064,869 | | |
$ | 1,337,454 | | |
$ | (272,585 | ) |
Net loss | |
$ | (237,758 | ) | |
$ | 34,827 | | |
$ | (272,585 | ) |
Total assets | |
$ | 2,449,205 | | |
$ | 2,423,669 | | |
$ | 25,536 | |
| |
| | | |
| | | |
| | |
2014 (Unaudited) | |
| | | |
| | | |
| | |
Gross sales | |
$ | 1,674,030 | | |
$ | 1,521,326 | | |
$ | 152,704 | |
Gross profit (loss) | |
$ | 1,178,225 | | |
$ | 1,408,467 | | |
$ | (230,242 | ) |
Net loss | |
$ | (1,013,837 | ) | |
$ | (783,595 | ) | |
$ | (230,242 | ) |
Total assets | |
$ | 3,220,959 | | |
$ | 3,156,073 | | |
$ | 64,886 | |
For the nine months ended September 30, | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
2015
(Unaudited) | |
| Total | | |
| TMP | | |
| CCPI | |
Gross sales | |
$ | 3,972,283 | | |
$ | 3,580,029 | | |
$ | 392,254 | |
Gross profit (loss) | |
$ | 2,389,429 | | |
$ | 3,212,939 | | |
$ | (823,510 | ) |
Net loss | |
$ | (2,462,337 | ) | |
$ | (1,638,827 | ) | |
$ | (823,510 | ) |
Total assets | |
$ | 2,449,205 | | |
$ | 2,423,669 | | |
$ | 25,536 | |
| |
| | | |
| | | |
| | |
2014 (Unaudited) | |
| | | |
| | | |
| | |
Gross sales | |
$ | 5,696,134 | | |
$ | 5,220,529 | | |
$ | 475,605 | |
Gross profit (loss) | |
$ | 4,130,831 | | |
$ | 4,844,697 | | |
$ | (713,866 | ) |
Net loss | |
$ | (2,411,524 | ) | |
$ | (1,697,658 | ) | |
$ | (713,866 | ) |
Total assets | |
$ | 3,220,959 | | |
$ | 3,156,073 | | |
$ | 64,886 | |
TARGETED
MEDICAL PHARMA, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Unaudited (Continued)
2.
LIQUIDITY AND GOING CONCERN
The
accompanying consolidated financial statements have been prepared on the basis that the Company will continue as a going concern.
The Company has incurred recurring losses and reported losses for the three and nine months ended September 30, 2015, totaling
$237,758 and $2,462,337, respectively, as well as an accumulated deficit as of September 30, 2015, amounting to $29,379,753. As
a result of our continued losses, at September 30, 2015, the Company’s current liabilities significantly exceed current
assets, resulting in negative working capital of $13,308,269. Further, the Company does not have adequate cash to cover projected
operating costs for the next 12 months. Included in the Company’s current liabilities at September 30, 2015, is approximately
$736,000 owed to the Internal Revenue Service (“IRS”) and the California Franchise Tax Board (“FTB”)
for unpaid payroll taxes. These factors raise substantial doubt about the ability of the Company to continue as a going concern.
In order to ensure the continued viability of the Company, either future equity or debt financings must be obtained or profitable
operations must be achieved in order to repay the existing short-term debt and to provide a sufficient source of operating capital.
To address its liquidity issues, the Company has significantly reduced its operating expenses and continues to explore opportunities
for additional financing and/or restructuring of its existing debt. No assurances can be made that the Company will be successful
obtaining additional equity or debt financing and/or in restructuring existing debt, or that the Company will achieve profitable
operations and positive cash flow. The condensed consolidated financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that
may result should the Company be unable to continue as a going concern.
3.
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form
10-Q and Regulation S-X and do not include all the information and disclosures required by accounting principles generally accepted
in the United States of America. The Company has made estimates and judgments affecting the amounts reported in our consolidated
financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from our
estimates. The consolidated financial information is unaudited but reflects all normal adjustments that are, in the opinion of
management, necessary to provide a fair statement of results for the interim periods presented. These consolidated financial statements
should be read in conjunction with the consolidated financial statements in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2014, filed with the Securities and Exchange Commission on April 15, 2015. The consolidated balance
sheet as of December 31, 2014 was derived from the Company’s audited 2014 financial statements contained in the above referenced
Form 10-K. Results of the three and nine months ended September 30, 2015, are not necessarily indicative of the results to be
expected for the full year ending December 31, 2015.
Principles
of Consolidation
The
consolidated financial statements include accounts of TMP and its wholly owned subsidiary, CCPI (collectively referred to as “the
Company”). All significant intercompany accounts and transactions have been eliminated in consolidation. In addition,
TMP and CCPI share the common operating facility, certain employees and various costs. Such expenses are principally paid by TMP.
Due to the nature of the parent and subsidiary relationship, the individual financial position and operating results of TMP and
CCPI may be different from those that would have been obtained if they were autonomous.
Cash
Equivalents
The
Company considers all highly liquid investments with a remaining maturity of three months or less when purchased to be cash equivalents.
The recorded carrying amounts of the Company’s cash and cash equivalents approximate their fair value. As of September 30,
2015 and December 31, 2014, the Company had no cash equivalents.
TARGETED
MEDICAL PHARMA, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Unaudited (Continued)
Accounting
Estimates
The
preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America,
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. The Company’s critical accounting policies that involve significant judgment and estimates
include revenue recognition, share based compensation, recoverability of accounts receivable, intangibles, valuation of derivatives,
and valuation of deferred income taxes. Actual results could differ from those estimates.
Revenue
Recognition
TMP
markets and sells medical foods through employed sales representatives, independent distributors, and pharmacies. Product sales
are invoiced upon shipment at Average Wholesale Price (“AWP”), which is a commonly used term in the
industry, with varying rapid pay discounts, under five models: Physician Direct Sales, Distributor Direct Sales, Physician Managed,
Hybrid Models, and the Cambridge Medical Funding Group WC Receivable Purchase Assignment Model.
Physician
Direct Sales Model (13% of product revenues for the nine months ended September 30, 2015): Under this model, a physician purchases
products from TMP, but does not retain CCPI’s services. TMP invoices the physician upon shipment under terms which allow
a significant rapid pay discount off AWP for payment within discount terms, in accordance with the product purchase agreement.
The physicians dispense the product and perform their own claims processing and collections. In late 2014, the Company began to
offer its products online for direct sales to physicians, pharmacies and patients. A component of the Online Cash Model for Online
revenue is referred to as the Online Cash Model and is aggregated with Physician Direct Sales. TMP recognizes revenue under this
model on the date of shipment at the gross invoice amount less the anticipated rapid pay discount offered in the product purchase
agreement. The physician is responsible for payment directly to TMP.
Distributor
Direct Sales Model (15% of product revenues for the nine months ended September 30, 2015): Under this model, a distributor
purchases products from TMP, sells those products to a physician, and the physician does not retain CCPI’s services. TMP
invoices distributors upon shipment under terms which include a significant discount off AWP. TMP recognizes revenue under this
model on the date of shipment at the net invoice amount.
Physician
Managed Model (40% of product revenues for the nine months ended September 30, 2015): Under this model, a physician purchases
products from TMP and retains CCPI’s services. TMP invoices the physician upon shipment under terms which allow a significant
rapid pay discount for payment received within terms in accordance with the product purchase agreement, which includes a security
interest for TMP in the products and receivables generated by the dispensing of the products. The physician also executes a billing
and claims processing services agreement with CCPI for billing and collection services relating to our products (discussed below).
CCPI submits a claim for reimbursement on behalf of the physician client. The CCPI fee and product invoice amount are deducted
from the reimbursement received by CCPI on behalf of the physician client and any remaining reimbursement amount is owed to the
physician client. In the event the product invoice amount is not received by TMP within the agreed term, we can deduct the payment
due from any of the reimbursements received by us on behalf of the physician client as a result of the security interest we obtained
in the products we sold to the physician in accordance with our agreement.
Hybrid
Model (13% of product revenues for the nine months ended September 30, 2015): Under this model, a distributor purchases products
from TMP and sells those products to a physician and the physician retains CCPI’s services. TMP invoices distributors upon
shipment under terms which allow a significant rapid pay discount for payment received within terms in accordance with the product
purchase agreements. The physician client of the distributor executes a billing and claims processing services agreement with
CCPI for billing and collection services (discussed below). The distributor product invoice and the CCPI fee are deducted from
the reimbursement received by CCPI on behalf of the physician client before the reimbursement is forwarded to the distributor
for further delivery to their physician clients. In the event payment is not received within the term of the agreement, the amount
payable for the purchased TMP products may revert to the AWP. In addition, if payment is not received within the agreed-upon term,
a late payment fee of up to 20% may be applied to the outstanding balance.
TARGETED
MEDICAL PHARMA, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Unaudited (Continued)
As
a courtesy to our physician clients, our general practice has been to extend the rapid pay discount from our Physician Managed
and Hybrid models beyond the initial term of the invoice until the invoice is paid and not to apply a late payment fee to the
outstanding balance.
Due
to substantial uncertainties as to the timing and collectability of revenues derived from our Physician Managed and Hybrid models,
which can take in excess of five years to collect, we have determined that these revenues do not meet the criteria for recognition,
in accordance with The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) Topic No. ASC 605, Revenue Recognition (“ASC 605”), upon shipment.
These revenues are recorded when collectability is reasonably assured, which the Company has determined is when the payment is
received, which is upon collection of the claim.
The
Company has entered into an agreement with Cambridge Medical Funding Group, LLC (“CMFG”) related to
California Workers’ Compensation (“WC”) benefit claims. Under this arrangement, we have determined
that pursuant to FASB ASC Topic No. 860, Transfers of Financial Assets and ASC 605 we have met the criteria for revenue
recognition on the date that payment is due from CMFG, which approximates the product shipment date.
CMFG
#1 – WC Receivable Purchase Assignment Model (“CMFG #1”) (19% of product revenues for the
nine months ended September 30, 2015): Under this model, physicians who purchase products from TMP under the Company’s Physician
Managed Model will have the option to assign their accounts receivables (primarily those accounts receivables with dates of service
starting with the year 2013) from California WC benefit claims to CMFG, at a discounted rate. Each agreement is executed among
CMFG, TMP, and each individual physician, and serves as a master agreement for all assigned receivables by the physician to CMFG.
Since these accounts receivable originated from the Company’s Physician Managed Model, CCPI’s services are also retained.
The physician’s fees and financial obligations due to TMP, for the purchase of TMP product and use of CCPI’s services,
are satisfied directly by CMFG, usually within seven (7) days of transmission of the accounts receivable to CMFG. CMFG had agreed
to pay an amount equal to 20% of eligible assigned accounts receivable as an advance payment. However, at the end of September
2015 the advance payment amount was reduced to 17% of eligible assigned accounts. CMFG makes this payment directly to TMP, on
behalf of the physician. TMP applies this payment to the physician’s financial obligations due to CCPI for the physician’s
use of the Company’s medical billing and claims processing services, and the physician’s financial obligation due
to TMP for the cost of the product. The Company recognizes revenue on the date that payment is due from CMFG. Under CMFG #1, the
Company only receives the 20% advance payment, where such payment is without recourse or future obligation for TMP to repay the
20% advanced amount back to CMFG or the physician. Actual amounts collected on the assigned accounts receivable are shared between
CMFG and the physician, where the first 37% of amounts collected are disbursed to CMFG and additional amounts collected are shared
at a ratio of 75:25, where 75% is disbursed to the physician and 25% is disbursed to CMFG.
During
the nine months ended September 30, 2015 and 2014, the Company issued billings to Physician Managed and Hybrid model customers
aggregating $2.0 million and $2.4 million, respectively, which were not recognized as revenues or accounts receivable in the accompanying
consolidated financial statements at the time of such billings. Direct costs associated with the above billings are expensed as
incurred. Direct costs associated with all billings, aggregating $367,090 and $375,832, respectively, were expensed in the accompanying
consolidated financial statements at the time of such billings. In accordance with the Company’s revenue recognition policy,
the Company recognized revenues from customers under these models aggregating $1,944,203 and $2,523,244 during the nine months
ended September 30, 2015 and 2014, based on cash collections during the respective periods. As of September 30, 2015, we had approximately
$6.6 million in unrecorded accounts receivable that potentially will be recorded as revenue in the future as our CCPI subsidiary
secures claims payments on behalf of our PMM and Hybrid Customers. All unpaid invoices underlying claims assigned to CMFG pursuant
to CMFG #1 are excluded from unrecorded accounts receivable.
TARGETED
MEDICAL PHARMA, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Unaudited (Continued)
CCPI
receives no revenue in the Physician Direct or Distributor Direct models because it does not provide collection and billing services
to these customers. In the Physician Managed and Hybrid models CCPI has a billing and claims processing service agreement with
the physician. The billing and claims processing agreement includes a service fee that is based upon a percentage of collections
on all claims. Because fees are only earned by CCPI upon collection on the claim, and the fee is not determinable until the amount
of the collection is known, CCPI recognizes revenue at the time claims are paid. Under CMFG #1 the Company recognizes revenue
related to CCPI’s services upon receipt of the 20% advance payment from CMFG.
No
returns of products are allowed except for products damaged in shipment, which historically have been insignificant.
The
rapid pay discounts to the AWP amount offered to the physician or distributor vary based upon the expected payment term from the
physician or distributor. The discounts are derived from the Company’s experience of the collection rates from internal
sources and updated for facts and circumstances and known trends and conditions in the industry, as appropriate. As described
in the various models, we recognize provisions for rapid pay discounts in the same period in which the related revenue is recorded.
We believe that our current provisions appropriately reflect our exposure for rapid pay discounts. These rapid pay discounts have
typically ranged from 40% to 88% of AWP.
Allowance
for Doubtful Accounts
Trade
accounts receivable are stated at the amount management expects to collect from outstanding balances. Currently, accounts receivable
are comprised of amounts due from our CMFG #1, distributor customers and other miscellaneous receivables. The carrying amounts
of accounts receivable are reduced by an allowance for doubtful accounts that reflects management’s best estimate of the
amounts that will not be collected. The Company individually reviews all accounts receivable balances and based upon an assessment
of current creditworthiness, estimates the portion, if any, of the balance that will not be collected. An allowance is recorded
for those accounts that are determined to likely be uncollectible through a charge to earnings and a credit to a valuation allowance.
Balances that remain outstanding after we have used reasonable collection efforts will be written off. Based on an assessment
as of September 30, 2015 and December 31, 2014, of the collectability of invoices, accounts receivable are presented net of an
allowance for doubtful accounts of $9,408 and $55,773, respectively.
Inventory
Valuation
Inventory
is valued at the lower of cost (first in, first out) or market and consists primarily of finished goods of medical food products
sold by the Company.
Property
and Equipment
Property
and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of
the related assets. Computer equipment is depreciated over three to five years. Furniture and fixtures are depreciated over five
to seven years. Leasehold improvements are amortized over the shorter of fifteen years or term of the applicable property lease.
Maintenance and repairs are expensed as incurred; major renewals and betterments that extend the useful lives of property and
equipment are capitalized. When property and equipment is sold or retired, the related cost and accumulated depreciation are removed
from the accounts and any gain or loss is recognized.
Impairment
of Long-Lived Assets
The
long-lived assets held and used by the Company are reviewed for impairment no less frequently than annually or whenever events
or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and
circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability is performed. No
impairment indicators existed at September 30, 2015 and December 31, 2014, so no long-lived asset impairment was recorded.
TARGETED
MEDICAL PHARMA, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Unaudited (Continued)
Intangible
Assets
Intangible
assets with finite lives, including patents and internally developed software (primarily the Company’s PDRx Software), are
stated at cost and are amortized over their useful lives. Patents are amortized on a straight line basis over their statutory
lives, usually fifteen to twenty years. Internally developed software is amortized over three to five years. Intangible assets
with indefinite lives are tested annually for impairment, during the fiscal fourth quarter and between annual periods, and more
often when events indicate that an impairment may exist. If impairment indicators exist, the intangible assets are written down
to fair value as required. The Company has one intangible asset with an indefinite life which is a domain name for medical foods.
Taking into account the cyclical and non-recurring events that affected operations, the Company determined that no impairment
indicators existed at September 30, 2015, or December 31, 2014, so no intangible asset impairment was recorded for the three or
nine months ended September 30, 2015, or the year ended December 31, 2014.
Fair
Value of Financial Instruments
The
Company’s financial instruments are accounts receivable, accounts payable, notes payable, and warrant derivative liability.
The recorded values of accounts receivable and accounts payable approximate their fair values based on their short term nature.
Notes payable and notes payable – related parties are recorded at their issue value or if warrants are attached at their
issue value less the proportionate value of the warrant, which approximate their fair value. Warrants issued with ratcheting provisions
are classified as derivative liabilities and are revalued using the Black-Scholes model each quarter based on changes in the market
value of our common stock and unobservable level 3 inputs.
The
Company defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit
price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants
on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize
the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs that may be used to measure fair value,
of which the first two are considered observable and the last is considered unobservable:
Level
1: Quoted prices in active markets for identical assets or liabilities.
Level
2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities;
quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market
data for substantially the full term of the assets or liabilities.
Level
3 assumptions: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value
of the assets or liabilities including liabilities resulting from imbedded derivatives associated with certain warrants to purchase
common stock.
Derivative
Financial Instruments
Derivative
liabilities are recognized in the consolidated balance sheets at fair value based on the criteria specified in FASB ASC Topic
815-40 Derivatives and Hedging – Contracts in Entity’s own Equity (“ASC 815-40”).
Pursuant to ASC 815-40, an evaluation of specifically identified conditions is made to determine whether the fair value of warrants
issued is required to be classified as a derivative liability instead of as equity. Further, under ASC Topic 815-15 – Derivatives
and Hedging – Embedded Derivatives (“ASC 815-15”) an evaluation of the embedded conversion
feature of convertible debt is also evaluated to determine if the bifurcated debt conversion feature is required to be classified
as a derivative liability. The estimated fair value of the warrants and the embedded conversion feature of debt classified as
derivative liabilities are determined using the Black-Scholes option pricing model. The model utilizes Level 3 unobservable inputs
to calculate the fair value of the warrants at each reporting period. The Company determined that using an alternative valuation
model such as a Binomial-Lattice model would result in minimal differences. The fair value of the warrants and the embedded conversion
feature of debt classified as derivative liabilities are adjusted for changes in fair value at each reporting period, and the
corresponding non-cash gain or loss is recorded as other income or expense in the consolidated statement of operations. As of
September 30, 2015, 95,000 warrants and the embedded conversion feature of the $650,000 Debenture were classified as derivative
liabilities. Each reporting period the warrants and the embedded conversion feature are re-valued and adjusted through the caption
“change in fair value of derivative liabilities” on the consolidated statements of operations. The Company’s
remaining warrants are recorded to additional paid in capital as equity instruments.
TARGETED
MEDICAL PHARMA, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Unaudited (Continued)
Income
Taxes
The
Company determines its income taxes under the asset and liability method. Under the asset and liability approach, deferred income
tax assets and liabilities are calculated and recorded based upon the future tax consequences of temporary differences by applying
enacted statutory tax rates applicable to future periods for differences between the financial statements carrying amounts and
the tax basis of existing assets and liabilities. Generally, deferred income taxes are classified as current or non-current in
accordance with the classification of the related asset or liability. Those not related to an asset or liability are classified
as current or non-current depending on the periods in which the temporary differences are expected to reverse. Valuation allowances
are provided for significant deferred income tax assets when it is more likely than not that some or all of the deferred tax assets
will not be realized.
The
Company recognizes tax liabilities by prescribing a minimum probability threshold that a tax position must meet before a financial
statement benefit is recognized and also provides guidance on de-recognition, measurement, classification, interest and penalties,
accounting in interim periods, disclosure and transition. The minimum threshold is defined as a tax position that is more likely
than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation
processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of
benefit that is greater than fifty percent likely of being realized upon ultimate settlement. To the extent that the final tax
outcome of these matters is different than the amount recorded, such differences impact income tax expense in the period in which
such determination is made. Interest and penalties, if any, related to accrued liabilities for potential tax assessments are included
in income tax expense. U.S. GAAP also requires management to evaluate tax positions taken by the Company and recognize a liability
if the Company has taken uncertain tax positions that more likely than not would not be sustained upon examination by applicable
taxing authorities. Management of the Company has evaluated tax positions taken by the Company and has concluded that as of September
30, 2015, there are no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability that
would require disclosure in the financial statements.
The
Company’s effective tax rates were approximately 0% and 3% for the nine months ended September 30, 2015 and 2014, respectively.
During 2013, the Company decided to fully reserve its net deferred income tax assets by taking a full valuation allowance against
these assets. As a result of this decision, during the nine months ended September 30, 2015 and 2014, the Company did not recognize
any income tax benefit as a result of its net loss. Further, during the nine months ended September 30, 2014, the Company recognized
$65,828 of income tax expense upon the final resolution of the Company’s Federal and state income tax audits for years 2010
through 2012. Thus, during the nine months ended September 30, 2015 and 2014, the effective tax rate differed from the U.S. federal
statutory rate primarily due to the change in the valuation allowance and to a lesser extent, for the nine months ended June 30,
2014, upon the recognition of income tax expense resulting from the Company’s Federal and state income tax audits.
TARGETED
MEDICAL PHARMA, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Unaudited (Continued)
The
table below shows the balances for the deferred income tax assets and liabilities as of the dates indicated.
| |
September 30, 2015 | | |
December 31, 2014 | |
Deferred income tax asset-short-term | |
$ | 1,556,656 | | |
$ | 1,517,270 | |
Allowance | |
| (1,556,656 | ) | |
| (1,517,270 | ) |
Deferred income tax asset-short-term, net | |
| — | | |
| — | |
| |
| | | |
| | |
Deferred income tax asset-long-term | |
| 9,075,043 | | |
| 8,303,462 | |
Deferred income tax liability-long-term | |
| (959,203 | ) | |
| (1,074,928 | ) |
Deferred income tax asset-long-term | |
| 8,115,840 | | |
| 7,228,534 | |
Allowance | |
| (8,115,840 | ) | |
| (7,228,534 | ) |
Deferred income tax asset-long-term, net | |
| — | | |
| — | |
| |
| | | |
| | |
Total deferred tax asset, net | |
$ | — | | |
$ | — | |
The
ultimate realization of deferred tax assets is dependent upon the existence, or generation, of taxable income in the periods when
those temporary differences and net operating loss carryovers are deductible. Management considers the scheduled reversal of deferred
tax liabilities, taxes paid in carryover years, projected future taxable income, available tax planning strategies, and other
factors in making this assessment. Based on available evidence, management believes it is more likely than not that all of the
deferred tax assets will not be realized. Accordingly, the Company has maintained a valuation allowance for the current year.
At
September 30, 2015, the Company had total domestic Federal and state net operating loss carryovers of approximately $10,425,000
and $13,091,000, respectively. Federal and state net operating loss carryovers expire at various dates between 2021 and 2032.
Under
the Tax Reform Act of 1986, as amended, the amounts of and benefits from net operating loss carryovers and research and development
credits may be impaired or limited in certain circumstances. Events which cause limitations in the amount of net operating losses
that the Company may utilize in any one year include, but are not limited to, a cumulative ownership change of more than 50%,
as defined, over a three year period. The Company does not believe that such an ownership change has occurred.
Stock-Based
Compensation
The
Company accounts for stock option awards in accordance with FASB ASC Topic No. 718, Compensation-Stock Compensation. Under
FASB ASC Topic No. 718, compensation expense related to stock-based payments is recorded over the requisite service period based
on the grant date fair value of the awards. Compensation previously recorded for unvested stock options that are forfeited is
reversed upon forfeiture. The Company uses the Black-Scholes option pricing model for determining the estimated fair value for
stock-based awards. The Black-Scholes model requires the use of assumptions which determine the fair value of stock-based awards,
including the option’s expected term and the price volatility of the underlying stock.
The
Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services
follows the provisions of FASB ASC Topic No. 505-50, Equity Based Payments to Non-Employees. Accordingly, the measurement
date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for
performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete.
In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of
the consulting agreement.
Loss
per Common Share
The
Company utilizes FASB ASC Topic No. 260, Earnings per Share. Basic loss per share is computed by dividing loss available
to common shareholders by the weighted-average number of common shares outstanding. Diluted loss per share is computed similar
to basic loss per share except that the denominator is increased to include the number of additional common shares that would
have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted
loss per common share reflects the potential dilution that could occur if convertible debentures, options and warrants were to
be exercised or converted or otherwise resulted in the issuance of common stock that then shared in the earnings of the entity.
TARGETED
MEDICAL PHARMA, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Unaudited (Continued)
Since
the effects of outstanding options, warrants and the conversion of convertible debt are anti-dilutive in all periods presented,
shares of common stock underlying these instruments have been excluded from the computation of loss per common share.
The
following sets forth the number of shares of common stock underlying outstanding options, warrants and convertible debt as of
September 30, 2015 and 2014:
| |
September
30, | |
| |
2015 | | |
2014 | |
Warrants | |
| 4,699,372 | | |
| 4,919,372 | |
Stock options | |
| 2,357,041 | | |
| 2,421,441 | |
Convertible debentures | |
| 2,166,667 | | |
| — | |
| |
| 9,223,080 | | |
| 7,340,813 | |
Debt
Discounts
The
Company accounts for debt discount according to ASC 470-20, Debt with Conversion and Other Options. Debt discounts are
amortized through periodic charges to interest expense over the term of the related financial instrument using the effective interest
method. During the nine months ended September 30, 2015 and 2014, the Company recorded amortization of debt discounts of $257,876
and $353,374, respectively.
Research
and Development
Research
and development costs are expensed as incurred. In instances where we enter into clinical trial agreements with third parties
for research and development activities, we may prepay fees for services at the initiation of the contract. We record the prepayment
as a prepaid asset and amortize the asset into research and development expense over the period of time the contracted research
and development services are performed. Typically, we expensed 50% of the contract amount within the first two years of the contract
and 50% over the remainder of the record retention requirements under the contract based on our experience on how long the clinical
trial service is provided. At this time, no clinical trials are being conducted.
Reclassifications
Certain
prior year amounts have been reclassified for comparative purposes to conform to the current-year financial statement presentation.
These reclassifications had no effect on previously reported results of operations.
Recent
Accounting Pronouncements
In
May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09 “Revenue from Contracts with
Customers (Topic 606)” which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”)
605, Revenue Recognition. The purpose of ASU 2014-09 is to clarify the principles for recognizing revenue and to develop a common
revenue standard for U.S. GAAP and International Financial Reporting Standards. The amendments (i) remove inconsistencies and
weaknesses in revenue requirements, (ii) provide a more robust framework for addressing revenue issues, (iii) improve comparability
of revenue recognition across entities, industries, jurisdictions, and capital markets, (iv) provide more useful information to
users of financial statements through improved disclosure requirements, and (v) simplify the preparation of financial statements
by reducing the number of requirements to which an entity must refer. The new revenue recognition standard requires entities to
recognize revenue in a way that reflects the transfer of promised goods or services to customers in an amount based on the consideration
to which the entity expects to be entitled to in exchange for those goods or services. In August 2015, the FASB issued ASU No.
2015-14 “Revenue from Contracts with Customers (Topic 606)” which delayed the effective date of the new revenue
recognition guidance by one year. Therefore, ASU 2014-09 is effective for interim and annual reporting periods beginning after
December 15, 2017 and early adoption is not permitted. The amendments can be applied retrospectively to each prior reporting period
or retrospectively with the cumulative effect of initially applying this update recognized at the date of initial application.
The Company has not determined what transition method it will use and is currently assessing the impact that this guidance may
have on its consolidated financial statements.
TARGETED
MEDICAL PHARMA, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Unaudited (Continued)
In
August 2014, the FASB issued ASU No. 2014-15 “Presentation of Financial Statements—Going Concern (Subtopic 205-40):
Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” ASU 2014-15 is intended
to define management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to
continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective for annual periods ending after
December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted.
The adoption of this standard is not expected to have a material effect on the Company’s operating results or financial
condition.
In
January 2015, the FASB issued ASU No. 2015-01, “Extraordinary and Unusual Items”, which eliminates the concept
of extraordinary items. Extraordinary items are events and transactions that are distinguished by their unusual nature and by
the infrequency of their occurrence. Eliminating the extraordinary classification simplifies income statement presentation by
altogether removing the concept of extraordinary items from consideration. ASU 2015-01 is effective for reporting periods beginning
after December 15, 2015. The adoption of ASU 2015-01 is not expected to have a material effect on our consolidated financial position,
results of operations or cash flows.
In
July 2015, the FASB issued ASU No. 2015-11, “Simplifying the Measurement of Inventory”. Under ASU 2015-11 entities
should measure inventory that is not measured using last-in, first-out (LIFO) or the retail inventory method, including inventory
that is measured using first-in, first-out (FIFO) or average cost, at the lower of cost or net realizable value. Net realizable
value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal
and transportation. ASU 2015-11 is effective for reporting periods beginning after December 15, 2016 and is to be applied prospectively.
The adoption of ASU 2015-11 is not expected to have a material effect on our consolidated financial position, results of operations
or cash flows.
In
August 2015, the FASB issued ASU No. 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated
with Line-of-Credit Arrangements”, which clarifies the guidance set forth in ASU No. 2015-03, “Simplifying
the Presentation of Debt Issuance Costs”, issued in April 2015. ASU 2015-03 requires that debt issuance costs related
to a recognized liability be presented on the balance sheet as a direct reduction from the carrying amount of that debt liability,
consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected. ASU 2015-15
provides additional guidance regarding debt issuance costs associated with line-of-credit arrangements, stating that the SEC staff
would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred
issuance costs ratably over the term of the line-of-credit arrangement. ASU 2015-03 is effective for reporting periods beginning
after December 15, 2015. The adoption of ASU 2015-03 and ASU 2015-15 is not expected to have a material effect our consolidated
financial position, results of operations or cash flows.
4. STOCK-BASED
COMPENSATION
In
January 2011 the Company’s stockholders approved the Company’s 2011 Stock Incentive Plan (the “Plan”).
The Plan, as amended, provides for the issuance of a maximum of five million (5,000,000) shares of the Company’s common
stock to be offered to the Company’s directors, officers, employees, and consultants. Options granted under the Plan have
an exercise price equal to or greater than the fair value of the underlying common stock at the date of grant and become exercisable
based on a vesting schedule determined at the date of grant. The options expire between 5 and 10 years from the date
of grant. Restricted stock awards granted under the Plan are subject to a vesting period determined at the date of grant.
TARGETED
MEDICAL PHARMA, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Unaudited (Continued)
During
the three and nine months ended September 30, 2015, the Company had stock-based compensation expense of $7,045 and $22,570, respectively,
related to issuances from the Plan to the Company’s employees and directors, included in reported net loss. Further, during
the three and nine months ended September 30, 2015, the Company had stock-based compensation expense of $8,663 and $37,970, respectively,
related to issuances of restricted stock outside of the Plan resulting in total stock-based compensation expense of $15,708 and
$60,541, respectively. During the three and nine months ended September 30, 2014, the Company had stock-based compensation expense
included in reported net loss of $12,451 and $37,353, respectively. The total amount of stock-based compensation from issuances
pursuant to the Plan to employees and directors for the three and nine months ended September 30, 2015 and 2014, related solely
to the issuance of stock options.
During
the nine months ended September 30, 2015, the Company had stock-based compensation expense of $27,024 related to warrant and restricted
stock issuances outside of the Plan. During the nine months ended September 30, 2014, the Company had stock-based compensation
expense included in reported net loss of $398,736.
A
summary of stock option activity for the nine months ended September 30, 2015 and year ended December 31, 2014, is presented below:
| |
| | |
Outstanding
Options | |
| |
Shares
Available for Grant | | |
Number
of Shares | | |
Weighted
Average Exercise Price | | |
Weighted
Average Remaining Contractual Life (years) | | |
Aggregate
Intrinsic Value | |
| |
| | |
| | |
| | |
| | |
| |
December 31, 2013 | |
| 1,792,697 | | |
| 2,794,841 | | |
$ | 1.89 | | |
| 7.03 | | |
$ | 0 | |
Cancellations and forfeitures | |
| 373,800 | | |
| (373,800 | ) | |
$ | 2.62 | | |
| | | |
| | |
Restricted stock awards | |
| (75,000 | ) | |
| — | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
December 31, 2014 | |
| 2,091,497 | | |
| 2,421,041 | | |
$ | 1.77 | | |
| 5.88 | | |
$ | 0 | |
Grants | |
| (200,000 | ) | |
| 200,000 | | |
$ | 0.30 | | |
| | | |
| | |
Cancellations and forfeitures | |
| 264,000 | | |
| (264,000 | ) | |
$ | 1.31 | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
September 30, 2015 | |
| 2,155,497 | | |
| 2,357,041 | | |
$ | 1.70 | | |
| 5.08 | | |
$ | 0 | |
The
aggregate intrinsic value in the table above represents the total pretax intrinsic value (i.e., the difference between our closing
stock price on the respective date and the exercise price, times the number of shares) that would have been received by the option
holders had all option holders exercised their options. There have not been any options exercised during the nine months ended
September 30, 2015 and year ended December 31, 2014.
All
options that the Company grants are granted at the per share fair value on the grant date. Vesting of options differs based on
the terms of each option. The Company has valued the options at their date of grant utilizing the Black Scholes option pricing
model. As of the issuance of these financial statements, there was not an active public market for the Company’s shares.
Accordingly, the fair value of the underlying options was determined based on the historical volatility data of similar companies,
considering the industry, products and market capitalization of such other entities. The risk-free interest rate used in the calculations
is based on the implied yield available on U.S. Treasury issues with an equivalent term approximating the expected life of the
options as calculated using the simplified method. The expected life of the options used was based on the contractual life of
the option granted. Stock-based compensation is a non-cash expense because we settle these obligations by issuing shares of our
common stock from our authorized shares instead of settling such obligations with cash payments.
The
Company did not issue any options during the year ended December 31, 2014. The Company utilized the Black-Scholes option pricing
model and the assumptions used for the nine months ended September 30, 2015, are as follows:
TARGETED
MEDICAL PHARMA, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Unaudited (Continued)
| |
Nine
Months Ended September 30, 2015 | |
Weighted average risk free interest rate | |
| 1.13 | % |
Weighted average life (in years) | |
| 3.4 | |
Volatility | |
| 66 | % |
Expected dividend yield | |
| 0 | % |
Weighted average grant-date fair value per share of options granted | |
$ | 0.01 | |
A
summary of the changes in the Company’s nonvested options during the nine months ended September 30, 2015, is as follows:
| | |
Number
of
Non-vested
Options | | |
Weighted
Average Fair
Value at Grant
Date | | |
Intrinsic
Value | |
| | |
| | |
| | |
| |
Non-vested at December 31,
2014 | | |
| 170,833 | | |
$ | 0.57 | | |
$ | — | |
Vested in nine months ended September
30, 2015 | | |
| 79,167 | | |
$ | 0.65 | | |
$ | — | |
Non-vested at September 30, 2015 | | |
| 291,667 | | |
$ | 0.17 | | |
$ | — | |
Exercisable at September 30, 2015 | | |
| 2,065,374 | | |
$ | 0.95 | | |
$ | — | |
Outstanding at September 30, 2015 | | |
| 2,357,041 | | |
$ | 0.85 | | |
$ | — | |
As
of September 30, 2015, total unrecognized compensation cost related to unvested stock options was $42,213. The cost is expected
to be recognized over a weighted average period of 1.7 years.
5.
WARRANTS
During
the year ended December 31, 2014, the Company issued a total of 662,907 warrants, at an average exercise price of $0.35 per share.
Included in these issuances are 162,907 warrants issued to William E. Shell, M.D., the Company’s former Chief Executive
Officer, in connection with the July 24, 2014 loan to the Company (See Note 7), and 500,000 warrants to several consultants for
financial advisory and investor relations services. The Company has not issued any warrants during the nine months ended September
30, 2015 and cancelled 220,000 warrants, with an average exercise price of $0.42 per share.
The
Company utilized the Black-Scholes option pricing model and the assumptions used for the nine months ended September 30, 2015
and the year ended December 31, 2014 are as follows:
| |
Nine
Months Ended September 30, 2015 | | |
Year
Ended
December 31, 2014 | |
Weighted average risk free interest rate | |
| 0.56 | % | |
| 1.67%
– 1.72% | |
Weighted average life (in years) | |
| 1.8 | | |
| 5.0 | |
Volatility | |
| 67 | % | |
| 67 | % |
Expected dividend yield | |
| 0 | % | |
| 0 | % |
Weighted average grant-date fair value per share of warrants granted | |
$ | 0.01 | | |
$ | 0.67 | |
TARGETED
MEDICAL PHARMA, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Unaudited (Continued)
The
following table summarizes information about common stock warrants outstanding at September 30, 2015:
Outstanding | | |
Exercisable | |
| | |
| | |
Weighted | | |
| | |
| | |
| |
| | |
| | |
Average | | |
Weighted | | |
| | |
Weighted | |
| | |
| | |
Remaining | | |
Average | | |
| | |
Average | |
Exercise | | |
Number | | |
Contractual | | |
Exercise | | |
Number | | |
Exercise | |
Price | | |
Outstanding | | |
Life (Years) | | |
Price | | |
Exercisable | | |
Price | |
$ | 0.01 | | |
| 365,000 | | |
| 3.30 | | |
$ | 0.01 | | |
| 365,000 | | |
$ | 0.01 | |
$ | 0.80 | | |
| 162,907 | | |
| 3.87 | | |
$ | 0.80 | | |
| 162,907 | | |
$ | 0.80 | |
$ | 1.00 | | |
| 1,625,000 | | |
| 1.74 | | |
$ | 1.00 | | |
| 1,625,000 | | |
$ | 1.00 | |
$ | 2.00 | | |
| 1,812,500 | | |
| 7.80 | | |
$ | 2.00 | | |
| 1,812,500 | | |
$ | 2.00 | |
$ | 2.60 | | |
| 20,000 | | |
| 2.60 | | |
$ | 2.60 | | |
| 20,000 | | |
$ | 2.60 | |
$ | 3.38 | | |
| 713,965 | | |
| 1.32 | | |
$ | 3.38 | | |
| 713,965 | | |
$ | 3.38 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| $0.01
- 3.38 | | |
| 4,699,372 | | |
| 4.21 | | |
$ | 1.67 | | |
| 4,699,372 | | |
$ | 1.67 | |
Included
in the Company’s outstanding warrants are 2,586,872 warrants that were issued to a related party over the period from August
2011 through July 2014 at exercise prices ranging from $0.01 to $3.38. As discussed in Note 3, 95,000 of the related party warrants
contain provisions that require it to be accounted for as a derivative security. As of September 30, 2015 and December 31, 2014,
the value of the related liability was $1,095 and $18,075, respectively. Changes in these values are recorded as income or expense
during the reporting period that the change occurs.
6.
ACCRUED LIABILITIES
Accrued
liabilities at September 30, 2015, and December 31, 2014, are comprised of the following:
| |
September
30, 2015 | | |
December
31, 2014 | |
Due to physicians | |
$ | 3,158,716 | | |
$ | 2,659,698 | |
Accrued salaries and director fees | |
| 3,063,707 | | |
| 3,121,642 | |
Accrued payroll taxes | |
| 735,854 | | |
| 875,259 | |
Other | |
| 619,617 | | |
| 617,381 | |
Total accrued liabilities | |
$ | 7,577,894 | | |
$ | 7,273,980 | |
TARGETED
MEDICAL PHARMA, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Unaudited (Continued)
7.
NOTES PAYABLE
Notes
payable at September 30, 2015, and December 31, 2014, are comprised of the following:
| |
September 30, 2015 | | |
December 31, 2014 | |
Notes payable to William Shell Survivor’s Trust (a) | |
$ | 1,874,411 | | |
$ | 1,874,411 | |
Notes payable to William Shell (b) | |
| 130,000 | | |
| 130,000 | |
Notes payable to Lisa Liebman (c) | |
| 500,000 | | |
| 500,000 | |
Note payable to Cambridge Medical Funding Group, LLC (d) | |
| 1,085,697 | | |
| 1,523,559 | |
Note payable to Derma Medical Systems, Inc. (e) | |
| 650,000 | | |
| — | |
Note payable to Shlomo Rechnitz (f) | |
| 1,151,890 | | |
| — | |
Total notes payable | |
| 5,391,998 | | |
| 4,027,970 | |
Less: debt discount | |
| (169,860 | ) | |
| (308,507 | ) |
| |
| 5,222,138 | | |
| 3,719,463 | |
Less: current portion | |
| (4,406,908 | ) | |
| (3,597,173 | ) |
Notes payable – long-term portion | |
$ | 815,230 | | |
$ | 122,290 | |
(a) | Between
January 2011 and December 2012, William E. Shell, M.D., the Company’s former Chief
Executive Officer, former Chief Scientific Officer, greater than 10% shareholder and
a former director, loaned $5,132,334 to the Company. As consideration for the loans,
the Company issued promissory notes in the aggregate principal amount of (i) $4,982,334
to the Elizabeth Charuvastra and William Shell Family Trust dated July 27, 2006 and amended
September 29, 2006 (the “Family Trust”), and (ii) $150,000
to the William Shell Survivor’s Trust (the “Survivor’s Trust”).
At the time these promissory notes were issued, all of these notes were issued with maturity
dates of five years from the date of issuance with interest payable on the maturity date.
On June 22, 2012, the Company’s Board of Directors ratified an amendment that modified
all promissory notes that were issued prior to June 22, 2012 to demand notes with interest
payable quarterly (the “June 2012 Amendment”). The Company
disputes the validity of the June 2012 Amendment. On December 21, 2012, all notes issued
to the Family Trust were assigned to the Survivor’s Trust (the “WS
Trust Notes”) which in turn assigned certain promissory notes, in the aggregate
principal amount of $500,000, to Lisa Liebman. The WS Trust Notes accrue interest at
rates ranging between 3.25% and 12.0% per annum. |
During
the three and nine months ended September 30, 2015, the Company incurred interest expense of $21,847 and $64,830, respectively,
on the WS Trust Notes. During the three and nine months ended September 30, 2014, the Company incurred interest expense of $21,848
and $65,439, respectively. At September 30, 2015 and December 31, 2014, accrued interest on the WS Trust Notes totaled $86,146
and 21,316, respectively.
On
March 13, 2015, we received from counsel for Dr. Shell, Ms. Liebman, the Elizabeth Charuvastra and William Shell Family Trust
dated July 27, 2006 and amended September 29, 2006 (the “Family Trust”) and the William Shell Survivor’s
Trust (the “Survivor’s Trust”), a written demand for repayment of all principal and interest outstanding
on all outstanding notes. The Company disputes the enforceability of the demand.
(b) | On
July 24, 2014, Dr. Shell loaned $130,000 to the Company. As consideration for the loan,
the Company issued Dr. Shell a promissory note in the aggregate principal amount of $130,000
(the “Shell Note”). The Shell Note accrues interest at the
rate of 8% per annum and is payable on demand. As additional consideration for entering
into the loan agreement, Dr. Shell received 162,907 warrants to purchase shares of the
Company’s common stock at an exercise price of $0.798 per share (the “Shell
Warrant”). The Company recorded a debt discount in the amount of $44,867
based on the estimated fair value of the Shell Warrant. The debt discount was amortized
as non-cash interest expense on the date of issuance using the effective interest method.
During the three and nine months ended September 30, 2015, the Company incurred interest
expense of $2,621 and $7,778, respectively, on the Shell Note. At September 30, 2015
and December 31, 2014, accrued interest on the Shell Note totaled $9,716 and $1,938,
respectively. |
TARGETED
MEDICAL PHARMA, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Unaudited (Continued)
(c) | On
December 21, 2012 the William Shell Survivor’s Trust assigned certain promissory
notes, in the aggregate principal amount of $500,000, to Lisa Liebman (the “Liebman
Notes”), a related party. Lisa Liebman is married to Dr. Shell. The Liebman
Notes accrue interest at rates ranging between 3.25% and 3.95% per annum. The Liebman
Notes were included in the disputed June 2012 Amendment. The principal and interest on
the Liebman Notes is reflected as payable on demand. During both the three and nine months
ended September 30, 2015 and 2014, the Company incurred interest expense of $4,837 and
$14,353, respectively. At September 30, 2015 and December 31, 2014, accrued interest
on the Liebman Notes totaled $19,190 and $4,837, respectively. |
(d) | On
June 28, 2013, the Company entered into an arrangement with CMFG which was governed pursuant
to the terms of four contemporaneous agreements. On October 1, 2013, CMFG assigned its
rights pursuant to the Workers’ Compensation Receivables Funding, Assignment and
Security Agreement, to Raven Asset-Based Opportunity Fund I LP, a Delaware limited partnership
(“Raven”). The components of the agreements are detailed as
follows: |
| ● | Workers’
Compensation Receivables Funding, Assignment and Security Agreement, as amended (“CMFG
#2”) – The Company has assigned the future proceeds of accounts receivable
of WC benefit claims with dates of service between the year 2007 and December 31, 2012
(the “Funded Receivables”), to Raven. In exchange, the Company
received a loan of $3.2 million. Prior to July 1, 2014, the monthly division of collections
on Funded Receivables was distributed as follows: First, to CMFG as a servicing fee in
an amount equal to five percent (5%) of the collections; Second, to Raven to pay off
any shortfalls from previous months (a shortfall will have been deemed to occur if Raven
receives less than $175,000 in a given month); Third, to Raven in an amount up to $175,000;
Fourth, to the Company in an amount of $125,000; Fifth, to Raven and the Company, the
remainder of the Funded Receivables split at a ratio of 50% to 50%. Effective July 1,
2014, the monthly division of collections on the Funded Receivables was modified and
until such time as Raven has received payment of $3.95 million in collections from Funded
Receivables, the Funded Receivables will be distributed as follows: First, to CMFG as
a servicing fee in an amount equal to five percent (5%) of the collections; Second, to
Raven to pay off any shortfalls from previous months (a shortfall will have been deemed
to occur if Raven receives less than $125,000 in a given month); Third, to Raven in an
amount up to $125,000; Fourth, to the Company in an amount of $125,000; Fifth, to Raven
and the Company, the remainder of the Funded Receivables split at a ratio of 50% to 50%.
Once Raven has received payment of $3.95 million in collections from Funded Receivables,
the Funded Receivables will cease to be distributed as described above, and will instead
be distributed as follows: First, to CMFG as a servicing fee in an amount equal to five
percent (5%) of the collections; and Second, to Raven and the Company, the remainder
of the Funded Receivables split at a ratio of 45% to 55%, respectively. |
|
● |
Common
Stock Warrant to James Giordano, CEO of CMFG – The Company issued a ten (10) year warrant to purchase 1,412,500 shares
of common stock at an exercise price of $2.00 per share (the “Giordano Warrant”) as consideration
for consulting services performed by Mr. Giordano, as described below. The warrants became exercisable during December 2013.
The exercisable amount is limited to the average trading volume for the ten days prior to the date of exercise. |
|
|
|
|
● |
Professional
Services and Consulting Agreement with Mr. Giordano – The Company entered into a consulting arrangement with Mr. Giordano
for consulting services relating to medical receivable billing, billing/management strategies, and areas related to financing.
Mr. Giordano’s only form of compensation for his consulting services was the issuance of the Giordano Warrant. The consulting
agreement terminates at such time as all the obligations or contemplated transactions detailed in the Giordano Warrant have
been satisfied. |
|
|
|
|
● |
Professional
Services and Consulting Agreement with CMFG – The Company entered into a consulting arrangement with CMFG for consulting
services relating to medical receivable billing, billing/management strategies, and areas related to financing. The agreement
provided for the Company to pay a one-time fee of $64,000 upon execution of the agreement. |
TARGETED
MEDICAL PHARMA, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Unaudited (Continued)
As
additional consideration, Raven received a warrant to purchase 400,000 shares of the Company’s common stock at an exercise
price of $2.00 per share (the “Raven Warrant”)(See Note 5). The warrants became exercisable April 1,
2014. However, the exercisable amount is limited to the average trading volume for the ten days prior to the date of exercise.
The Company accounted for the additional issuance of warrants as a modification of the original award issued June 28, 2013.
The
Company recorded a debt discount in the amount of $925,521 based on the estimated fair value of the Giordano and Raven Warrants.
The debt discount is being amortized as non-cash interest expense over the term of the debt using the effective interest method.
During the three and nine months ended September 30, 2015, interest expense of $77,127 and $231,380, respectively, was recorded
from the debt discount amortization. During the three and nine months ended September 30, 2014, interest expense was $77,127 and
$308,507, respectively.
During
the three and nine months ended September 30, 2015, the Company incurred interest expense, excluding amortization of debt discount,
of $46,158 and $199,923, respectively, pursuant to CMFG #2. During the three and nine months ended September 30, 2014, the Company
incurred interest expense, excluding amortization of debt discount, of $122,209 and $304,031, respectively.
(e) | On
January 13, 2015, the Company entered into a securities purchase agreement, pursuant
to which the Company sold a senior secured convertible debenture (the “Debenture”)
in the principal amount of $650,000, to Derma Medical Systems, Inc. (“Derma”).
Thomas R. Wenkart, M.D., a director of the Company, is the owner and President of Derma.
The Debenture accrues interest at 4% per annum, throughout the term of the Debenture,
and unless earlier converted into shares of the Company’s common stock, has a maturity
date of January 12, 2018. Interest on the Debenture is paid semi-annually, at the Company’s
option, in either cash or shares of common stock. At Derma’s option, the principal
amount of the Debenture is convertible into shares of common stock at a conversion price
of $0.30, subject to adjustment. If, at any time while the Debenture is outstanding,
the Company sells or grants any option to purchase or sells or grants any right to reprice,
or otherwise disposes of or issues, any Common Stock or Common Stock equivalents entitling
any person to acquire shares of Common Stock at an effective price per share that is
lower than the conversion price (such issuances, collectively, a “Dilutive
Issuance”), then the conversion price shall be reduced. The conversion
price shall be reduced by multiplying the conversion price by a fraction, the numerator
of which is the number of shares of Common Stock issued and outstanding immediately prior
to the Dilutive Issuance plus the number of shares of Common Stock which the offering
price for such Dilutive Issuance would purchase at the then conversion price, and the
denominator of which shall be the sum of the number of shares of Common Stock issued
and outstanding immediately prior to the Dilutive Issuance plus the number of shares
of Common Stock so issued or issuable in connection with the Dilutive Issuance. |
The
debt conversion feature embedded in the Debenture is accounted for under ASC Topic 815 – Derivatives and Hedging.
At issuance, the estimated fair value of the debt conversion feature totaled $119,229. The fair value of the debt conversion feature
was allocated from the gross proceeds of the Debenture and the respective discount is being amortized to interest expense over
the term of the Debenture using the effective interest method. The valuation of the bifurcated debt conversion feature was valued
at the issue date utilizing the Black Scholes option pricing model. During the three and nine months ended September 30, 2015,
interest expense of $9,936 and $26,495, respectively, was recorded from the debt discount amortization. Additionally, the Company
is required to mark to market the value of the conversion feature liability. Therefore, as of September 30, 2015, the Company
revalued the fair value of the debt conversion feature for the Debenture and determined the conversion feature liability to be
$173, a decrease of $119,056 from the fair value determined at the date of issuance. Changes in the conversion feature liability
are recorded as income or expense during the reporting period that the change occurs.
During
the three and nine months ended September 30, 2015, the Company incurred interest expense, excluding amortization of debt discount,
of $6,575 and $18,630, respectively, on the Debenture. Pursuant to the terms of the Debenture, on June 30, 2015, the Company issued
40,183 shares of its common stock in payment of interest of $12,055. At September 30, 2015, accrued interest on the Debenture
totaled $6,575.
TARGETED
MEDICAL PHARMA, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Unaudited (Continued)
(f) | On
February 23, 2015, Shlomo Rechnitz loaned $1.2 million to the Company. As consideration
for the loan, the Company issued Mr. Rechnitz a promissory note in the aggregate principal
amount of $1.2 million (the “Rechnitz Note”). The Rechnitz
Note accrues interest at 4% per annum, throughout its term, and has a maturity date of
February 22, 2017. Principal and interest on the Rechnitz Note is payable in monthly
installments of $52,110, beginning on March 22, 2015, and continuing until February 22,
2017. During the three and nine months ended September 30, 2015, the Company incurred
interest expense of $8,392 and $24,613, respectively, on the Rechnitz Note. At September
30, 2015, accrued interest on the Rechnitz Note totaled $20,613 and the Company is $312,659
in arrears on its monthly payment obligations. |
8.
RELATED PARTY TRANSACTIONS
Notes
Payable
As
of September 30, 2015, and December 31, 2014, the Company has notes payable agreements issued to related parties with aggregate
outstanding principal balances of $3,154,411 and $2,504,411, respectively (See Note 7).
9.
EQUITY TRANSACTIONS
During
the nine months ended September 30, 2015, the Company issued an aggregate of 877,230 shares of its common stock pursuant to agreements
with its employees and consultants to the Company. The Company valued these share issuances at $43,971, which was based upon the
value of the Company’s common stock on the date of issuance, resulting in an average of $0.05 per share. Additionally, pursuant
to the terms of the Debenture, the Company issued 40,183 shares of its common stock in payment of interest in the amount of $12,055.
10.
COMMITMENTS AND CONTINGENCIES
Legal
Proceedings
The
Company is a party to various legal proceedings. At present, the Company believes that the ultimate outcome of these proceedings,
individually and in the aggregate, will not materially harm our financial position, results of operations, cash flows, or overall
trends. However, legal proceedings are subject to inherent uncertainties, and unfavorable rulings or other events could occur.
Unfavorable resolutions could include substantial monetary damages. Were unfavorable resolutions to occur, the possibility exists
for a material adverse impact on our business, results of operations, financial position, and overall trends. Management might
also conclude that settling one or more such matters is in the best interests of our stockholders, employees, and customers, and
any such settlement could include substantial payments. However, the Company has not reached this conclusion with respect to any
particular ongoing matter at this time.
On
April 27, 2015, as a result of binding arbitration through JAMS, an award of $1.17 million dollars was issued against TMP for
breach of contract, and in favor of PDR Medical Management, LLC (“PDR”), a former distributor of the
Company’s products. The amount of the award was for sums previously included in the Company’s financial statements
as “Due to Physicians” (See Note 6). Additionally, the arbitrator awarded an additional $333,274 to PDR which is reflected
in accounts payable as of September 30, 2015. The additional amount consisted of attorneys’ fees and costs of $216,174 and
prejudgment interest of $117,100.
TARGETED
MEDICAL PHARMA, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Unaudited (Continued)
On
March 13, 2015, the Company received from counsel for Dr. Shell, Ms. Liebman, the Elizabeth Charuvastra and William Shell Family
Trust dated July 27, 2006 and amended September 29, 2006 (the “Family Trust”) and the William Shell
Survivor’s Trust (the “Survivor’s Trust”), a written demand for repayment of all principal
and interest outstanding on all outstanding notes. The Company disputed the enforceability of the demand. On April 27, 2015, Dr.
Shell, Ms. Liebman and the Survivor’s Trust filed suit in Superior Court of California, County of Los Angeles, for repayment
of all principal and interest outstanding. Additionally, between June 4, 2013, and November 25, 2013, the William Shell Survivor’s
Trust converted $2,000,000 of its notes into 1,769,629 shares of the Company’s common stock. The complaint now alleges that
the conversion of $2,000,000 in notes held by the Survivor’s Trust did not occur. On May 28, 2015, The Survivor’s
Trust applied for issuance of a right to attach order and for issuance of writ of attachment in the amount of $2,517,334 as a
provisional remedy to secure enforcement of certain of the outstanding notes. On September 1, 2015, the Superior Court denied
the motion for issuance of writ of attachment. The Company disputes the allegations of the Complaint. In addition, the lawsuit
may be deemed related to pending litigation between Dr. Shell and the beneficiaries of the Family Trust concerning the ownership
and control of trust assets.
On
May 13, 2015, the Company received from counsel for Dr. Shell, a written demand for arbitration primarily related to unpaid compensation
Dr. Shell claims he is due. The demand is seeking an award of $1.9 million. The Company denies the allegations of the arbitration
demand and will vigorously defend against the claims in the arbitration. On June 12, 2015, Dr. Shell filed a civil lawsuit which
is substantially identical to the claims alleged in his May 13, 2015 demand for arbitration. The Company denies the allegations
of the lawsuit on the same basis as the identical claims in arbitration and has moved to dismiss the civil lawsuit, which motion
is currently set for hearing on November 16, 2016.
Leases
The
Company leases its operating facility under a lease agreement expiring February 28, 2018 at the rate of $21,007 per month. The
Company, as lessee, is required to pay for all insurance, repairs and maintenance and any increases in real property taxes over
the lease period.
11.
SUBSEQUENT EVENTS
The
Company has evaluated events that occurred subsequent to September 30, 2015 and through the date the financial statements were
issued. Management concluded that no additional subsequent events required disclosure in these financial statements other than
those disclosed in these notes to these financial statements.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Quarterly Report contains forward-looking statements. All statements other than statements of historical fact are, or may be deemed
to be, forward-looking statements. Such forward-looking statements include statements regarding, among others, (a) our expectations
about possible business combinations, (b) our growth strategies, (c) our future financing plans, and (d) our anticipated needs
for working capital. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations,
are generally identifiable by use of the words “may,” “will,” “should,” “expect,”
“anticipate,” “approximate,” “estimate,” “believe,” “intend,” “plan,”
“budget,” “could,” “forecast,” “might,” “predict,” “shall”
or “project,” or the negative of these words or other variations on these words or comparable terminology. This information
may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements
to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements.
These statements may be found in this Quarterly Report.
These
condensed consolidated financial statements should be read in conjunction with the audited financial statements and related notes
for the fiscal year ended December 31, 2014, contained in the Company’s Annual Report on Form 10-K dated April 14, 2015.
Forward-looking
statements are based on our current expectations and assumptions regarding our business, potential target businesses, the economy
and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent
uncertainties, risks, and changes in circumstances that are difficult to predict. Our actual results may differ materially from
those contemplated by the forward-looking statements as a result of various factors, including, without limitation, the risks
outlined under “Risk Factors”, changes in local, regional, national or global political, economic, business,
competitive, market (supply and demand) and regulatory conditions and the following:
|
● |
Adverse
economic conditions; |
|
|
|
|
● |
inability
to raise sufficient additional capital to operate our business; |
|
|
|
|
● |
the
commercial success and market acceptance of any of our products; |
|
|
|
|
● |
the
potential impact of our agreement with CMFG; |
|
|
|
|
● |
the
timing and outcome of clinical studies; |
|
|
|
|
● |
the
outcome of potential future regulatory actions, including inspections from the FDA; |
|
|
|
|
● |
unexpected
regulatory changes, including unanticipated changes to workers compensation state laws and/or regulations; |
|
|
|
|
● |
the
expectation that we will be able to maintain adequate inventories of our commercial products; |
|
|
|
|
● |
the
results of our internal research and development efforts; |
|
|
|
|
● |
the
adequacy of our intellectual property protections and expiration dates on our patents and products; |
|
|
|
|
● |
the
inability to attract and retain qualified senior management and technical personnel; |
|
|
|
|
● |
the
potential impact, if any, of the Patient Protection and Affordable Care Act of 2010 and the Health Care and Education Reconciliation
Act of 2010 on our business; |
|
|
|
|
● |
our
plans to develop other product candidates; and |
|
|
|
|
● |
other
specific risks referred to in the section entitled “Risk Factors”. |
We
caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or
as guarantees or assurances of future performance. All forward-looking statements speak only as of the date of this Quarterly
Report. We undertake no obligation to update any forward-looking statements or other information contained herein.
Information
regarding market and industry statistics contained in this Quarterly Report is included based on information available to us that
we believe is accurate. It is generally based on academic and other publications that are not produced for purposes of securities
offerings or economic analysis. Forecasts and other forward-looking information obtained from these sources are subject to the
same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance
of products and services. Except as required by U.S. federal securities laws, we have no obligation to update forward-looking
information to reflect actual results or changes in assumptions or other factors that could affect those statements. See the section
entitled “Risk Factors” for a more detailed discussion of risks and uncertainties that may have an impact on
our future results.
Recent
Developments
On
March 13, 2015, the Company received from counsel for Dr. Shell, Ms. Liebman, the Elizabeth Charuvastra and William Shell Family
Trust dated July 27, 2006 and amended September 29, 2006 (the “Family Trust”) and the William Shell
Survivor’s Trust (the “Survivor’s Trust”), a written demand for repayment of all principal
and interest outstanding on all outstanding notes. The Company disputed the enforceability of the demand. On April 27, 2015, Dr.
Shell, Ms. Liebman and the Survivor’s Trust filed suit in Superior Court of California, County of Los Angeles, for repayment
of all principal and interest outstanding. Additionally, between June 4, 2013, and November 25, 2013, the William Shell Survivor’s
Trust converted $2,000,000 of its notes into 1,769,629 shares of the Company’s common stock. The complaint now alleges that
the conversion of $2,000,000 in notes held by the Survivor’s Trust did not occur. On May 28, 2015, The Survivor’s
Trust applied for issuance of a right to attach order and for issuance of writ of attachment in the amount of $2,517,334 as a
provisional remedy to secure enforcement of certain of the outstanding notes. On September 1, 2015, the Superior Court denied
the motion for issuance of writ of attachment. The Company disputes the allegations of the Complaint. In addition, the lawsuit
may be deemed related to pending litigation between Dr. Shell and the beneficiaries of the Family Trust concerning the ownership
and control of trust assets.
On
May 13, 2015, the Company received from counsel for Dr. Shell, a written demand for arbitration primarily related to unpaid compensation
Dr. Shell claims he is due. The demand is seeking an award of $1.9 million. The Company denies the allegations of the arbitration
demand and will vigorously defend against the claims in the arbitration. On June 12, 2015, Dr. Shell filed a civil lawsuit which
is substantially identical to the claims alleged in his May 13, 2015 demand for arbitration. The Company denies the allegations
of the lawsuit on the same basis as the identical claims in arbitration and has moved to dismiss the civil lawsuit, which motion
is currently set for hearing on November 16, 2016.
RESULTS
OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014
TARGETED
MEDICAL PHARMA, INC. AND SUBSIDIARY
Condensed
Consolidated Statements of Operations (Unaudited)
For
the Three Months Ended September 30, 2015 and 2014
| |
| | |
% of | | |
| | |
% of | |
| |
2015 | | |
Sales
| | |
2014 | | |
Sales
| |
| |
| | |
| | |
| | |
| |
Total revenue | |
$ | 1,562,317 | | |
| 100.0 | % | |
$ | 1,674,030 | | |
| 100.0 | % |
Total cost of sales | |
| 497,448 | | |
| 31.8 | % | |
| 495,805 | | |
| 29.6 | % |
Gross profit | |
| 1,064,869 | | |
| 68.2 | % | |
| 1,178,225 | | |
| 70.4 | % |
Total operating expenses | |
| 1,081,840 | | |
| 69.3 | % | |
| 1,866,040 | | |
| 111.5 | % |
Loss from operations | |
| (16,971 | ) | |
| (1.1 | %) | |
| (687,815 | ) | |
| (41.1 | %) |
Total other expenses | |
| (220,787 | ) | |
| (14.1 | %) | |
| (326,022 | ) | |
| (19.5 | %) |
NET LOSS | |
$ | (237,758 | ) | |
| (15.2 | %) | |
$ | (1,013,837 | ) | |
| (60.6 | %) |
Revenue
During
the three months ended September 30, 2015 and 2014, the Company recognized total revenue of $1,562,317 and $1,674,030, respectively.
Total revenue included product revenues from the Company’s TMP segment and service revenues from the Company’s CCPI
segment. Total revenues were comprised as follows:
| |
Three Months Ended September
30, | |
| |
| |
| |
2015 | | |
%
of total
revenue | | |
2014 | | |
%
of total
revenue | |
Total product revenue | |
$ | 1,432,120 | | |
| 91.7 | % | |
$ | 1,521,326 | | |
| 90.9 | % |
Total service revenue | |
| 130,197 | | |
| 8.3 | % | |
| 152,704 | | |
| 9.1 | % |
Total revenue | |
$ | 1,562,317 | | |
| 100.0 | % | |
$ | 1,674,030 | | |
| 100.0 | % |
Product
Revenue:
Product
sales are invoiced upon shipment at AWP primarily under five models, as described in Note 3 to our consolidated financial statements:
Physician Direct Sales, Distributor Direct Sales, Physician Managed, Hybrid and CMFG #1 Models. The Company has also begun to
offer an Online Cash Model for direct sales to physicians, pharmacies and patients. Currently, revenue derived from the Online
Cash Model is aggregated with Physician Direct Sales. Due to substantial uncertainties as to the timing and collectability of
revenues derived from our Physician Managed and Hybrid Models, which can take in excess of five years to collect, we have determined
that these revenues do not meet the criteria for recognition, in accordance with ASC 605, upon shipment. These revenues are recorded
when collectability is reasonably assured, which the Company has determined is when the payment is received, regardless of the
year originally invoiced (the “Cash Method”). Product sales under the Company’s Physician Direct
Sales, Distributor Direct Sales and CMFG #1 Models are recognized upon shipment (the “Accrual Method”).
The
Company recognized product revenue for the three months ended September 30, 2015 and 2014, of $1,432,120 and $1,521,326, respectively.
The distribution of product revenue between the Cash Method and the Accrual Method of revenue recognition is as follows:
| |
Three Months Ended September
30, | |
| |
| |
Revenue recognition method | |
2015 | | |
%
of
product
revenue | | |
2014 | | |
%
of
product
revenue | |
Cash method | |
$ | 892,285 | | |
| 62.3 | % | |
$ | 785,371 | | |
| 51.6 | % |
Accrual method | |
| 539,835 | | |
| 37.7 | % | |
| 735,955 | | |
| 48.4 | % |
Total product revenue | |
$ | 1,432,120 | | |
| 100.0 | % | |
$ | 1,521,326 | | |
| 100.0 | % |
The
decrease in total product revenue is primarily attributed to two factors. First, the Company experienced a decrease in product
revenue of $214,876 from sales under the CMFG #1 Model. Under the CMFG #1 Model, certain physicians that purchased products from
TMP under the Physician Managed Model had assigned their accounts receivables from California WC benefit claims to CMFG, at a
discounted rate. The physician’s fees and financial obligations due to TMP, for the purchase of TMP product and use of CCPI’s
services, were satisfied directly by CMFG. During 2015, as a result of low reimbursement on the accounts receivable, CMFG terminated
the relationship with some physicians and delayed the acceptance of claims for other physicians. The decrease in product revenue
from sales under the CMFG #1 Model was partially offset by a $106,914 increase in product revenue from the Company’s cash
method customers. The increase in cash collections from the Company’s cash method customers is attributed to routine fluctuations
in payer reimbursements.
Service
Revenue:
In
addition to product revenue, which is recognized in the TMP segment, the Company also recognizes service revenue from billing
and collection services in its CCPI segment. The Company recognized service revenue for the three months ended September 30, 2015
and 2014, of $130,197 and $152,704, respectively. In each of the Physician Managed and Hybrid Models, CCPI provides billing and
collection services. In consideration for its services, CCPI receives a service fee that is based upon a percentage of gross collections.
Because fees are only earned by CCPI upon collection on the claim, and the fee is not determinable until the amount of the collection
on the claim is known, CCPI recognizes revenue at the time claims are paid. Under the CMFG #1 Model (under which CCPI also provides
billing and collection services) CCPI recognizes revenue on the date that the 20% advance payment is due from CMFG. The decrease
in service revenue of $22,507 is primarily due to an overall decrease in aggregate collections.
Cost
of Product Sold
The
reported cost of product sold for the three months ended September 30, 2015 decreased by $18,193 to $94,666 from $112,859 for
the three months ended September 30, 2014. The cost of product sold as a percentage of reported product revenue decreased to 6.6%
for the three months ended September 30, 2015, compared to 7.4% for the three months ended September 30, 2014. Since the Company
recognizes the cost of product sold on all products shipped, regardless of whether the sale resulted from a Cash Method or an
Accrual Method customer, the cost of product sold as a percent of product billings (shipments) is more relevant for comparison
purposes.
The
actual cost of product sold as a percent of product billings during the three months ended September 30, 2015, was 9.0% compared
with 7.8% in the three months ended September 30, 2014. The increase in product cost as a percent of product billings is primarily
attributed to the delay in the acceptance of assigned claims for certain physicians by CMFG pursuant to the CMFG #1 Model. The
existence of the delay resulted in a reduction in accrual method billings while at the same time the Company recognized the cost
of product sold for these sales.
The
following table illustrates the timing impact of the Company’s revenue recognition policy on cost of product sold:
| |
Three Months Ended September
30, | |
| |
2015 | | |
2014 | |
Derived from consolidated statements of operations: | |
| | | |
| | |
Reported product revenue | |
$ | 1,432,120 | | |
$ | 1,521,326 | |
Cost of product sold | |
$ | 94,666 | | |
$ | 112,859 | |
| |
| | | |
| | |
Cost of product sold as a % of reported revenue | |
| 6.6 | % | |
| 7.4 | % |
| |
| | | |
| | |
Derived from actual billings (net of rapid pay discounts): | |
| | | |
| | |
Cash method billings | |
$ | 517,366 | | |
$ | 710,424 | |
Accrual method billings | |
| 539,835 | | |
| 735,955 | |
Total actual billings | |
$ | 1,057,201 | | |
$ | 1,446,379 | |
Cost of product sold | |
$ | 94,666 | | |
$ | 112,859 | |
| |
| | | |
| | |
Cost of product sold as a % of actual billings | |
| 9.0 | % | |
| 7.8 | % |
Cost
of Services Sold
The
cost of services sold for the three months ended September 30, 2015, increased $19,836 to $402,782 from $382,946 for the three
months ended September 30, 2014. Cost of services sold consists primarily of salaries and employee benefits. During the three
months ended September 30, 2015 and 2014, salaries and employee benefits were $248,652 and $282,945, respectively, a decrease
of $34,293. The decrease in salaries and employee benefits was the result of a series of personnel reductions at the Company’s
billing and collections subsidiary and was offset by an increase of $51,912 attributed to the contracting of a third party billing
and collections company for assistance in the collection of workers’ compensation claims on behalf of CCPI’s physician
customers.
Operating
Expenses
Operating
expenses for the three months ended September 30, 2015, decreased $784,200 to $1,081,840 from $1,866,040 for the three months
ended September 30, 2014. Operating expenses as a percentage of total revenue decreased to 69% of revenue from 111% of revenue.
Operating expenses consist of research and development expense, which decreased $54,466, and selling, general and administrative
expenses, which decreased $729,734. Changes in these items are further described below.
Research
and Development Expense
Research
and development expenses for the three months ended September 30, 2015, decreased $54,466, to $1,261 from $55,727 for the three
months ended September 30, 2014. The level of expense typically varies from year to year depending on both the number of clinical
trials that we have in progress and the level of activity occurring in the clinical trials. The level of activity during the three
months ended September 30, 2015 was significantly less than the activity during the three months ended September 30, 2014.
During
the three months ended September 30, 2014, the Company was conducting two clinical studies. The first study was a 60 patient clinical
study with the University of Cincinnati Physicians Company, LLC, an Ohio nonprofit company. This study was being conducted on
the effects of Theramine in the prevention of migraine headaches. During the three months ended September 30, 2014, the Company
recorded $44,000 in expense related to this study. In October 2014 the Company elected to terminate this study. The second study
was a 128 patient clinical study with the Henry M. Jackson Foundation for the Advancement of Military Medicine, Inc., in support
of Womack Army Medical Center Fort Bragg NC (the “Foundation”) was initiated on the effectiveness of
Theramine for the treatment of acute or sub-acute lower back pain due to injury. Subsequent to initiation of the clinical study,
which began in May 2014, the Foundation requested that the Company perform certain tasks that it felt were necessary to continue
the clinical study. The Company has not yet made a determination as to whether it will perform the requested tasks. Consequently,
the clinical study has been placed on hold and no expenses have been incurred as a result of this clinical study during 2015.
The $44,000 in expense that the Company incurred during the three months ended September 30, 2014 as a result of the University
of Cincinnati study was the primary cause for the $54,466 decrease in research and development expense. The remaining decrease
in research and development expenses during the three months ended September 30, 2015 compared to September 30, 2014 is due to
various research and development related expenses, none of which are significant individually.
Selling,
General and Administrative Expense
Selling,
general and administrative expenses (“SG&A”) were $1,080,579 and $1,810,313 for the three months
ended September 30, 2015 and 2014, respectively. As reflected in the table below, the decrease in SG&A for the three months
ended September 30, 2015, when compared to the three months ended September 30, 2014, was primarily the result of various fluctuations
in the following expense categories: salaries and employee benefits, professional fees, and depreciation and amortization expenses.
| |
Three Months Ended September
30, | |
| |
2015 | | |
2014 | | |
$
Change | | |
%
Change | |
| |
| | |
| | |
| | |
| |
Salaries and employee benefits | |
$ | 645,553 | | |
$ | 1,010,698 | | |
$ | (365,145 | ) | |
| (36.1 | %) |
Professional fees | |
| 155,281 | | |
| 441,038 | | |
| (285,757 | ) | |
| (64.8 | %) |
Rent | |
| 57,526 | | |
| 62,027 | | |
| (4,501 | ) | |
| (7.3 | %) |
Insurance | |
| 22,915 | | |
| 64,302 | | |
| (41,387 | ) | |
| (64.4 | %) |
Depreciation & amortization | |
| 26,830 | | |
| 50,377 | | |
| (23,547 | ) | |
| (46.7 | %) |
General and administrative | |
| 172,474 | | |
| 181,871 | | |
| (9,397 | ) | |
| (5.2 | %) |
Total selling, general and administrative expenses | |
$ | 1,080,579 | | |
$ | 1,810,313 | | |
$ | (729,734 | ) | |
| (40.3 | %) |
The
$365,145 decrease in salaries and employee benefits is primarily attributed to an overall reduction in employees. The Company
has made a concerted effort to reduce costs and as a result of this effort the number of employees in the TMP segment has decreased
from 28 employees at September 30, 2014 to 22 employees at September 30, 2015. Additionally, during the three months ended September
30, 2014, the Company had eliminated an additional 5 positions. Taking into consideration these 5 eliminated positions, the number
of employees in the TMP segment has decreased by 31%.
The
second largest decrease of our SG&A expenses is professional fees which, compared to the three months ended September 30,
2014, decreased by $285,757. During the three months ended September 30, 2014, primarily as a result of five different consulting
agreements for financial advisory and investor relations services, the Company incurred $302,598 in professional fees. During
the quarter ended March 31, 2015, the Company had terminated all of these types of consulting services and therefore did not incur
any expense related to these contracts during the three months ended September 30, 2015.
Property
and equipment are stated at cost and are depreciated using the straight line method over the estimated useful lives of the assets,
which generally range between 3 and 7 years. The Company allocates depreciation and amortization expense between cost of sales
and operating expenses. The decrease in depreciation and amortization that is included in SG&A, of $23,547, is primarily attributed
to the timing of when assets were placed in service. The Company has not placed any new assets into service since 2013 and as
a result a significant amount of its capitalized assets have now been fully depreciated.
Other
Income and Expenses
Other
income and expense includes interest expense, amortization of discounts on notes payable and changes in the fair value of the
Company’s derivative liabilities associated with issuances of warrants and debt. During the three months ended September
30, 2015, the Company reported other expense of $220,787 compared with expense of $326,022 during the three months ended September
30, 2014.
Interest
expense decreased by $22,986, resulting in interest expense of $265,110 in the three months ended September 30, 2015, as compared
to interest expense of $288,096 in the three months ended September 30, 2014. During the three months ended September 30, 2015,
the Company incurred interest expense from the $3.2 million loan with Cambridge Medical Funding Group (the “Cambridge
Note”) of $46,158 and recorded non-cash interest expense of $77,127 based on the estimated fair value of the warrants
issued in connection with the Cambridge Note. During the three months ended September 30, 2014, the Company incurred interest
expense from the Cambridge Note of $122,209 and recorded non-cash interest expense of $77,127, a net decrease of $76,051. The
decrease in interest expense associated with the Cambridge Note was primarily offset by an increase attributed to; (i) a $650,000
4% senior secured convertible debenture (the “Debenture”) issued to Derma Medical Systems, Inc. on January
13, 2015, (ii) a $1.2 million 4% promissory note issued to Shlomo Rechnitz on February 23, 2015 (the “Rechnitz Note”)
and (iii) 10% interest on the $1.5 million dollar award that was issued against TMP and in favor of PDR in April 2015.
Changes
in the fair value of the Company’s derivative liabilities resulted in income of $44,323 in the three months ended September
30, 2015, compared with an expense of $37,926 in the three months ended September 30, 2014. The Company’s derivative liabilities
are comprised of 95,000 warrants that were issued in July 2012 with anti-dilution ratcheting provisions and the fair value of
the debt conversion feature of the Debenture that was issued in January 2015. The income that was recognized in the three months
ended September 30, 2015, represents a decrease in the fair value of both the warrant derivative liability and the debt conversion
feature of the Debenture. The decrease in fair value was primarily caused by the decrease in the value of our common stock, which
trades on the OTCQB tier of the over-the-counter securities market under the symbol “TRGM”. During the three months
ended September 30, 2014, an expense was recognized due to an increase in the warrant derivative liability from the 95,000 warrants.
Current
and Deferred Income Taxes
In
June 2013 the Company made a decision to fully reserve its net deferred tax assets. As a result of this decision, we did not record
an income tax benefit during the three months ended September 30, 2015 and 2014.
The
ultimate realization of deferred tax assets is dependent upon the existence, or generation, of taxable income in the periods when
those temporary differences and net operating loss carryovers are deductible. Management considers the scheduled reversal of deferred
tax liabilities, taxes paid in carryover years, projected future taxable income, available tax planning strategies, and other
factors in making this assessment. Based on available evidence, management believes it is less likely than not that all of the
deferred tax assets will be realized. Accordingly, the Company has established a 100% valuation allowance of $9,672,496.
Net
Loss
Net
loss for the three months ended September 30, 2015, was $237,758 compared to a net loss of $1,013,837 for the three months ended
September 30, 2014. The decreased net loss was primarily a result of the reduction of expenses in the 2015 period as described
above.
RESULTS
OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014
TARGETED
MEDICAL PHARMA, INC. AND SUBSIDIARY
Condensed
Consolidated Statements of Operations (Unaudited)
For
the Nine Months Ended September 30, 2015 and 2014
| |
| | |
% of | | |
| | |
% of | |
| |
2015 | | |
Sales
| | |
2014 | | |
Sales
| |
| |
| | |
| | |
| | |
| |
Total revenue | |
$ | 3,972,283 | | |
| 100.0 | % | |
$ | 5,696,134 | | |
| 100.0 | % |
Total cost of sales | |
| 1,582,854 | | |
| 39.9 | % | |
| 1,565,303 | | |
| 27.5 | % |
Gross profit | |
| 2,389,429 | | |
| 60.1 | % | |
| 4,130,831 | | |
| 72.5 | % |
Total operating expenses | |
| 4,052,241 | | |
| 102.0 | % | |
| 5,625,475 | | |
| 98.7 | % |
Loss from operations | |
| (1,662,812 | ) | |
| (41.9 | %) | |
| (1,494,644 | ) | |
| (26.2 | %) |
Total other expenses | |
| (799,525 | ) | |
| (20.1 | %) | |
| (851,052 | ) | |
| (15.0 | %) |
Loss before income taxes | |
| (2,462,337 | ) | |
| (62.0 | %) | |
| (2,345,696 | ) | |
| (41.2 | %) |
Income tax expense | |
| — | | |
| — | | |
| 65,828 | | |
| 1.1 | % |
NET LOSS | |
$ | (2,462,337 | ) | |
| (62.0 | %) | |
$ | (2,411,524 | ) | |
| (42.3 | %) |
Revenue
During
the nine months ended September 30, 2015 and 2014, the Company recognized total revenue of $3,972,283 and $5,696,134, respectively.
Total revenue included product revenues from the Company’s TMP segment and service revenues from the Company’s CCPI
segment. Total revenues were comprised as follows:
| |
Nine Months Ended September
30, | |
| |
| |
| |
2015 | | |
%
of total revenue | | |
2014 | | |
%
of total revenue | |
Total product revenue | |
$ | 3,580,029 | | |
| 90.1 | % | |
$ | 5,220,529 | | |
| 91.7 | % |
Total service revenue | |
| 392,254 | | |
| 9.9 | % | |
| 475,605 | | |
| 8.3 | % |
Total revenue | |
$ | 3,972,283 | | |
| 100.0 | % | |
$ | 5,696,134 | | |
| 100.0 | % |
Product
Revenue:
Product
sales are invoiced upon shipment at AWP primarily under five models, as described in Note 3 to our consolidated financial statements:
Physician Direct Sales, Distributor Direct Sales, Physician Managed, Hybrid and CMFG #1 Models. The Company has also begun to
offer an Online Cash Model for direct sales to physicians, pharmacies and patients. Currently, revenue derived from the Online
Cash Model is aggregated with Physician Direct Sales. Due to substantial uncertainties as to the timing and collectability of
revenues derived from our Physician Managed and Hybrid Models, which can take in excess of five years to collect, we have determined
that these revenues do not meet the criteria for recognition, in accordance with ASC 605, upon shipment. These revenues are recorded
when collectability is reasonably assured, which the Company has determined is when the payment is received, regardless of the
year originally invoiced (the “Cash Method”). Product sales under the Company’s Physician Direct
Sales, Distributor Direct Sales and CMFG #1 Models are recognized upon shipment (the “Accrual Method”).
The
Company recognized product revenue for the nine months ended September 30, 2015 and 2014, of $3,580,029 and $5,220,529, respectively.
The distribution of product revenue between the Cash Method and the Accrual Method of revenue recognition is as follows:
| |
Nine Months Ended September
30, | |
| |
| |
Revenue recognition method | |
2015 | | |
%
of product revenue | | |
2014 | | |
%
of product revenue | |
Cash method | |
$ | 1,944,203 | | |
| 54.3 | % | |
$ | 2,523,244 | | |
| 48.3 | % |
Accrual method | |
| 1,635,826 | | |
| 45.7 | % | |
| 2,697,285 | | |
| 51.7 | % |
Total product revenue | |
$ | 3,580,029 | | |
| 100.0 | % | |
$ | 5,220,529 | | |
| 100.0 | % |
The
decrease in total product revenue is primarily attributed to two factors. First, the Company experienced a decrease in product
revenue of $882,636 from sales under the CMFG #1 Model. Under the CMFG #1 Model, certain physicians that purchased products from
TMP under the Physician Managed Model had assigned their accounts receivables from California WC benefit claims to CMFG, at a
discounted rate. The physician’s fees and financial obligations due to TMP, for the purchase of TMP product and use of CCPI’s
services, were satisfied directly by CMFG. During 2015, as a result of low reimbursement on the accounts receivable, CMFG terminated
the relationship with some physicians and delayed the acceptance of claims for other physicians. The second factor that significantly
attributed to the decrease in product revenue was the result of a decrease in cash collections from the Company’s cash method
customers. The decrease in cash collections from the Company’s cash method customers is attributed to a reduction in aggregate
actual billings (product shipments). The reduction in product shipments to cash method customers is the result of an effort to
eliminate unprofitable historical accounts that offered significant rapid pay discounts and uncertainty of payment. As reflected
in the following table, during the nine months ended September 30, 2015 and 2014, the Company shipped product to its cash method
customers with product billings of $2,033,315 and $2,399,066, respectively. The 15.2% decrease in product shipments to customers
that, for purposes of revenue recognition, are accounted for as cash method customers is the primary additional cause of the overall
decrease in product revenue.
| |
Nine Months Ended September
30, | |
Actual billings | |
2015 | | |
2014 | | |
$
Change | | |
%
Change | |
Cash method | |
$ | 2,033,315 | | |
$ | 2,399,066 | | |
$ | (365,751 | ) | |
| (15.2 | %) |
Accrual method | |
| 1,635,826 | | |
| 2,697,285 | | |
| (1,061,459 | ) | |
| (39.4 | %) |
Total product billings | |
$ | 3,669,141 | | |
$ | 5,096,351 | | |
$ | (1,427,210 | ) | |
| (28.0 | %) |
Cost
of Product Sold
The
reported cost of product sold for the nine months ended September 30, 2015 decreased by $8,742 to $367,090 from $375,832 for the
nine months ended September 30, 2014. The cost of product sold as a percentage of reported product revenue increased to 10.3%
for the nine months ended September 30, 2015, compared to 7.2% for the nine months ended September 30, 2014. Since the Company
recognizes the cost of product sold on all products shipped, regardless of whether the sale resulted from a Cash Method or an
Accrual Method customer, the cost of product sold as a percent of product billings (shipments) is more relevant for comparison
purposes.
The
actual cost of product sold as a percent of product billings during the nine months ended September 30, 2015, was 10.0% compared
with 7.4% in the nine months ended September 30, 2014. The increase in product cost as a percent of product billings is primarily
attributed to the delay in the acceptance of assigned claims for certain physicians by CMFG pursuant to the CMFG #1 Model. The
existence of the delay resulted in a reduction in accrual method billings while at the same time the Company recognized the cost
of product sold for these sales.
The
following table illustrates the timing impact of the Company’s revenue recognition policy on cost of product sold:
| |
Nine Months Ended September
30, | |
| |
2015 | | |
2014 | |
Derived from consolidated statements of operations: | |
| | | |
| | |
Reported product revenue | |
$ | 3,580,029 | | |
$ | 5,220,529 | |
Cost of product sold | |
$ | 367,090 | | |
$ | 375,832 | |
| |
| | | |
| | |
Cost of product sold as a % of reported revenue | |
| 10.3 | % | |
| 7.2 | % |
| |
| | | |
| | |
Derived from actual billings (net of rapid pay discounts): | |
| | | |
| | |
Cash method billings | |
$ | 2,033,315 | | |
$ | 2,399,066 | |
Accrual method billings | |
| 1,635,826 | | |
| 2,697,285 | |
Total actual billings | |
$ | 3,669,141 | | |
$ | 5,096,351 | |
Cost of product sold | |
$ | 367,090 | | |
$ | 375,832 | |
| |
| | | |
| | |
Cost of product sold as a % of actual billings | |
| 10.0 | % | |
| 7.4 | % |
Cost
of Services Sold
The
cost of services sold for the nine months ended September 30, 2015, increased by $26,293 to $1,215,764 from $1,189,471 for the
nine months ended September 30, 2014. Cost of services sold consists primarily of salaries and employee benefits. Salaries and
employee benefits are largely a fixed cost. Thus, during periods of declining revenues the Company experiences a significant increase
in the cost of services sold as a percentage of total revenue. Accordingly, the cost of services sold for the nine months ended
September 30, 2015, increased to 30.6% of total revenue from 20.9% for the nine months ended September 30, 2014. During the nine
months ended September 30, 2015 and 2014, salaries and employee benefits were $830,334 and $946,220, respectively, a decrease
of $115,886. The decrease in salaries and employee benefits was the result of a series of personnel reductions at the Company’s
billing and collections subsidiary and was primarily offset by two factors. First, the Company recognized an increase of $110,401
attributed to the contracting of a third party billing and collections company for assistance in the collection of workers’
compensation claims on behalf of CCPI’s physician customers. Second, the Company incurred an increase of $31,200 attributed
to the filing of liens for workers’ compensation claims on behalf of CCPI’s physician customers.
Operating
Expenses
Operating
expenses for the nine months ended September 30, 2015, decreased $1,573,234 to $4,052,241 from $5,625,475 for the nine months
ended September 30, 2014. Operating expenses as a percentage of total revenue increased to 102% of revenue from 99% of revenue.
Operating expenses consist of research and development expense, which decreased $131,834, and selling, general and administrative
expenses, which decreased $1,441,400. Changes in these items are further described below.
Research
and Development Expense
Research
and development expenses for the nine months ended September 30, 2015, decreased $131,834, to $11,654 from $143,488 for the nine
months ended September 30, 2014. The level of expense typically varies from year to year depending on both the number of clinical
trials that we have in progress and the level of activity occurring in the clinical trials. The level of activity during the nine
months ended September 30, 2015 was significantly less than the activity during the nine months ended September 30, 2014.
During
the nine months ended September 30, 2014, the Company was conducting two clinical studies. The first study was a 60 patient clinical
study with the University of Cincinnati Physicians Company, LLC. During the nine months ended September 30, 2014, the Company
recorded $88,000 in expense related to this study. In October 2014 the Company elected to terminate this study. The second study
was a 128 patient clinical study with the Foundation that was initiated to evaluate the effectiveness of Theramine for the treatment
of acute or sub-acute lower back pain due to injury. During the nine months ended September 30, 2014, the Company recorded $15,000
in expense related to this study. The Foundation clinical study has been placed on hold and no expenses were incurred as a result
of this clinical study during the nine months ended September 30, 2015. The $15,000 in expense that the Company incurred as a
result of the clinical study with the Foundation combined with $88,000 in expense related to the study with the University of
Cincinnati was the primary cause for the $131,834 decrease in research and development expense.
Selling,
General and Administrative Expense
Selling,
general and administrative expenses (“SG&A”) were $4,040,587 and $5,481,987 for the nine months
ended September 30, 2015 and 2014, respectively. As reflected in the table below, the decrease in SG&A for the nine months
ended September 30, 2015, when compared to the nine months ended September 30, 2014, was primarily the result of various fluctuations
in the following expense categories: salaries and employee benefits, professional fees, depreciation and amortization and general
and administrative expenses.
| |
Nine Months Ended September
30, | |
| |
2015 | | |
2014 | | |
$
Change | | |
%
Change | |
| |
| | |
| | |
| | |
| |
Salaries and employee benefits | |
$ | 1,962,072 | | |
$ | 3,307,768 | | |
$ | (1,345,696 | ) | |
| (40.7 | %) |
Professional fees | |
| 872,525 | | |
| 1,052,828 | | |
| (180,303 | ) | |
| (17.1 | %) |
Rent | |
| 203,644 | | |
| 186,719 | | |
| 16,925 | | |
| 9.1 | % |
Insurance | |
| 193,905 | | |
| 202,941 | | |
| (9,036 | ) | |
| (4.5 | %) |
Depreciation & amortization | |
| 91,129 | | |
| 156,501 | | |
| (65,372 | ) | |
| (41.8 | %) |
General and administrative | |
| 717,312 | | |
| 575,230 | | |
| 142,082 | | |
| 24.7 | % |
Total selling, general and administrative expenses | |
$ | 4,040,587 | | |
$ | 5,481,987 | | |
$ | (1,441,400 | ) | |
| (26.3 | %) |
The
$1,345,696 decrease in salaries and employee benefits is primarily attributed to an overall reduction in employees. The Company
has made a concerted effort to reduce costs and as a result of this effort the number of employees in the TMP segment has decreased
from 34 employees at January 1, 2014 to 22 employees at September 30, 2015, a 35% decrease in the TMP Segment.
The
second largest component of our SG&A is professional fees which, compared to the nine months ended September 30, 2014, decreased
by $180,303. During the nine months ended September 30, 2015, the Company experienced a decrease in professional fees as a result
of multiple factors.
|
● |
During
the nine months ended September 30, 2014, primarily as a result of five different consulting agreements, the Company incurred
$552,436 in fees for financial advisory and investor relations services. During the quarter ended March 31, 2015, the Company
had terminated all of these types of consulting services resulting in a decrease in financial advisory and investor relations
services of $492,912. |
|
|
|
|
● |
In
January 2013, the Company engaged a consultant for assistance in attaining Medicaid approval of four of the Company’s
products: Theramine®, Sentra AM®, Sentra PM® and AppTrim®. The
Company terminated this consulting engagement at March 31, 2014. During the nine months ended September 30, 2014, the Company
recognized $30,000 in fees related to this consulting contract as opposed to no fees during the nine months ended September
30, 2015. |
The
$522,912 decrease in professional fees from financial advisory, investor relations and Medicaid consulting services was partially
offset by a $419,649 increase in legal fees.
|
● |
On
April 27, 2015, as a result of binding arbitration through JAMS, an award of $1.17 million dollars was issued against TMP
for breach of contract, and in favor of PDR Medical Management, LLC (“PDR”), a former distributor
of the Company’s products. The amount of the award was for sums previously included in the Company’s accrued liabilities
as “Due to Physicians”. Additionally, the arbitrator awarded an additional $333,274 to PDR. The additional amount
consisted of attorneys’ fees and costs of $216,174 and prejudgment interest of $117,100. |
|
|
|
|
● |
During
the nine months ended September 30, 2015, the Company incurred $291,194 in legal fees primarily related to litigation with
PDR and Dr. Shell and $50,180 related to regulatory and compliance matters. Conversely, during the nine months ended September
30, 2014, the Company only incurred $87,719 in legal fees related to these matters which resulted in an increase of $203,475. |
The
remaining variance in professional fees is due to various types of professional fees, none of which are significant individually.
Property
and equipment are stated at cost and are depreciated using the straight line method over the estimated useful lives of the assets,
which generally range between 3 and 7 years. The Company allocates depreciation and amortization expense between cost of sales
and operating expenses. During the nine months ended September 30, 2015, as reflected in the Company’s consolidated statements
of cash flows, in aggregate depreciation and amortization decreased by $126,993. The decrease in depreciation and amortization
that is included in SG&A, of $65,372, is primarily attributed to the timing of when assets were placed in service. The Company
has not placed any new assets into service since 2013 and as a result a significant amount of its capitalized assets have now
been fully depreciated.
General
and administrative expense experienced an increase of $142,082 during the nine months ended September 30, 2015 over the nine months
ended September 30, 2014. During the nine months ended September 30, 2014, the Company successfully resolved a dispute with a
former vendor over an amount due of $139,318. The entire amount was written-off. Upon elimination of this one-time adjustment,
the adjusted increase in general and administrative expense was $2,764. This increase in general and administrative expenses is
a combination of several types of expenses, none of which are significant individually.
Other
Income and Expenses
Other
income and expense includes interest expense, amortization of discounts on notes payable and changes in the fair value of the
Company’s derivative liabilities associated with issuances of warrants and debt. During the nine months ended September
30, 2015, the Company reported other expense of $799,525 compared with expense of $851,052 during the nine months ended September
30, 2014.
Interest
expense increased by $123,799, resulting in interest expense of $935,559 in the nine months ended September 30, 2015, as compared
to interest expense of $811,760 in the nine months ended September 30, 2014. The increase was primarily due to the April 2015
award of prejudgment interest of $117,100 in the PDR arbitration, $64,357 in interest on the $1.5 million dollar award that was
issued in the PDR arbitration, $103,993 in interest related to untimely payroll tax deposits and an increase of $43,244 in interest
from the existence of two new promissory notes; the Debenture and the Rechnitz Note. The aggregate increase in interest expense
attributed to the PDR arbitration, untimely payroll tax deposits and two new loans of $328,694 was partially offset by a reduction
in interest expense on the $3.2 million loan with Cambridge Medical Funding Group (the “Cambridge Note”).
During the nine months ended September 30, 2015, the Company incurred interest expense from the Cambridge Note of $199,923 and
recorded non-cash interest expense of $231,380 based on the estimated fair value of the warrants issued in connection with the
Cambridge Note. During the nine months ended September 30, 2014, the Company incurred interest expense from the Cambridge Note
of $304,031 and recorded non-cash interest expense of $308,507, a net decrease of $181,235.
Changes
in the fair value of the Company’s derivative liabilities resulted in income of $136,034 in the nine months ended September
30, 2015, compared with an expense of $39,292 in the nine months ended September 30, 2014. The Company’s derivative liabilities
are comprised of 95,000 warrants that were issued in July 2012 with anti-dilution ratcheting provisions and the fair value of
the debt conversion feature of the Debenture that was issued in January 2015. The income that was recognized in the nine months
ended September 30, 2015, represents a decrease in the fair value of both the warrant derivative liability and the debt conversion
feature of the Debenture. The decrease in fair value was primarily caused by the decrease in the value of our common stock, which
trades on the OTCQB tier of the over-the-counter securities market under the symbol “TRGM”. Conversely, during the
nine months ended September 30, 2014, expense was recognized due to an increase in the warrant derivative liability from the 95,000
warrants.
Current
and Deferred Income Taxes
In
June 2013 the Company made a decision to fully reserve its net deferred tax assets. As a result of this decision, we did not record
an income tax benefit during the nine months ended September 30, 2015 and 2014. Further, as a result of the findings from the
IRS and FTB audits for the tax years 2010 through 2012, we recorded income tax expense of $65,828 during the nine months ended
September 30, 2014.
The
ultimate realization of deferred tax assets is dependent upon the existence, or generation, of taxable income in the periods when
those temporary differences and net operating loss carryovers are deductible. Management considers the scheduled reversal of deferred
tax liabilities, taxes paid in carryover years, projected future taxable income, available tax planning strategies, and other
factors in making this assessment. Based on available evidence, management believes it is less likely than not that all of the
deferred tax assets will be realized. Accordingly, the Company has established a 100% valuation allowance of $9,672,496.
Net
Loss
Net
loss for the nine months ended September 30, 2015, was $2,462,337 compared to a net loss of $2,411,524 for the nine months ended
September 30, 2014. The increased net loss was a result of a combination of both decreased revenues and expenses as described
above.
FINANCIAL
CONDITION
Our
negative working capital of $13,308,269 as of September 30, 2015 increased by $1,492,648 from our December 31, 2014 negative working
capital of $11,815,621. Our operating losses during the nine months ended September 30, 2015 were funded by proceeds from notes
payable of $1,850,000.
Unrecognized
Accounts Receivable
As
of September 30, 2015, we have approximately $6.6 million in unrecognized accounts receivable and unrecognized revenues that potentially
will be recorded as revenue in the future as our CCPI subsidiary secures claims payments on behalf of our Cash Method customers.
Except for collection expenses incurred by CCPI, all expenses associated with these unrecognized accounts receivable, including
cost of products sold, have already been expensed in our financial statements. In addition, for federal and state income tax purposes
the Company has recognized these unrecognized accounts receivable as revenues. Therefore, the Company will not incur current tax
liabilities for these unrecognized accounts receivable to the extent they are collected in future periods.
For
the nine months ended September 30, 2015, the Company performed its regular analysis of outstanding invoices comprising unrecognized
accounts receivables; specifically, the underlying outstanding insurance claims for each physician customer which is the source
of future payment of these outstanding invoices. The analysis takes into account the value of claims outstanding, the age of these
claims, and historical claims settlement and payment patterns. At September 30, 2015, the Company determined that collections
on its unrecognized accounts receivable would approximate $6.6 million. The analysis also took into account the impact of the
agreement with Raven Asset-Based Opportunity Fund I LP (“Raven”), particularly the agreement dated June
28, 2013, as amended, regarding future collections. In exchange for loans of $3.2 million the Company assigned its interest in
certain pre-2013 workers compensation claims to Raven and agreed to share approximately 50% of future collections proceeds from
settlement of such claims. At September 30, 2015, cumulative payments made to CMFG and Raven pursuant to CMFG #2 were $2,741,687.
The Company allocated these payments as debt repayment of $2,114,303 and interest payments of $627,384. Thus, at September 30,
2015, the remaining principal amount due to CMFG was $1,085,697. The Company expects CMFG will receive aggregate future payments
of approximately $3.2 million. As a result of this updated and expanded analysis, of the total amount of $6.6 million in unrecognized
accounts receivable, the Company expects to retain approximately $3.5 million, net of estimated amounts of future proceeds belonging
to Raven pursuant to CMFG #2.
LIQUIDITY
AND CAPITAL RESOURCES
We
have historically financed operations through cash flows from operations as well as equity transactions and related party loans.
As noted above, we entered into an agreement with Raven that provided for loans of $3.2 million. Due to the uncertainty of our
ability to meet our current operating and capital expenses, in their report on our audited annual financial statements as of and
for the years ended December 31, 2014 and 2013, our independent registered public accounting firm included an explanatory paragraph
which stated there was substantial doubt regarding our ability to continue as a going concern. We do not currently have sufficient
capital resources to fund operations for the next 12 month period, and as such, our ability to continue as a going concern as
well as the continuation and expansion of our business is dependent upon either obtaining future equity or debt financings and/or
achieving profitable operations in order to repay the existing short-term debt and to provide a sufficient source of operating
capital. No assurances can be made that the Company will be successful in obtaining the required additional equity or debt financing
needed to continue to fund its operations, or that the Company will achieve profitable operations and positive cash flow. Our
inability to raise additional capital as and when necessary would materially adversely affect our liquidity, results of operations
and financial condition.
Net
cash used in operating activities for the nine months ended September 30, 2015, was $1,355,160 as opposed to net cash provided
by operating activities of $542,607 during the nine months ended September 30, 2014. During the nine months ended September 30,
2015 and 2014, the Company reported a net loss of $2,462,337 and $2,411,524, respectively.
Net
proceeds from the issuance of notes payable offset the negative cash flows from operating activities. Ultimately, we experienced
an increase in cash of $8,868 in the nine months ended September 30, 2015. A decrease in cash collections on claims filed by CCPI
on behalf of customers utilizing the Physician Managed Model and Hybrid Model negatively impacted cash flows in the nine months
ended September 30, 2015. The collection cycle and cash flows may also be significantly affected if our mix of business can be
shifted from longer collection cycle business, such as workers compensation, to markets with shorter collection cycles, such as
private insurance and cash sales.
CONTRACTUAL
OBLIGATIONS
The
Company leases its operating facility under a lease agreement expiring February 28, 2018 at the rate of $8,125 per month. The
Company, as lessee, is required to pay for all insurance, repairs and maintenance and any increases in real property taxes over
the lease period on the operating facility.
Item
3. Quantitative and Qualitative Disclosures About Market Risk.
As
a Smaller Reporting Company as defined by Rule 12b-2 of the Exchange Act and in item 10(f)(1) of Regulation S-K, we are electing
scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item.
Item
4. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures.
The
Company’s management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the
design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934) as of September 30, 2015, and has determined that our disclosure controls and procedures
were effective as of September 30, 2015.
Limitations
on the Effectiveness of Disclosure Controls.
Readers
are cautioned that our management does not expect that our disclosure controls and procedures or our internal control over financial
reporting will necessarily prevent all fraud and material error. A control system, no matter how well conceived and operated,
can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of
a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative
to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management
override of the controls.
Changes
in Internal Control over Financial Reporting.
There
have not been any changes in the Company’s internal controls over financial reporting that occurred during the Company’s
nine months ended September 30, 2015, that have materially affected, or are reasonably likely to materially affect, the Company’s
internal control over financial reporting.
PART
II – OTHER INFORMATION
Item
1. Legal Proceedings.
On
April 27, 2015, as a result of binding arbitration through JAMS, an award of $1.17 million dollars was issued against the Company
for breach of contract, and in favor of PDR Medical Management, LLC (“PDR”), a former distributor of
the Company’s products. The amount of the award was for sums previously included in the Company’s financial statements
as “Due to Physicians” (See Note 6). Additionally, the arbitrator awarded an additional $333,274 to PDR. The additional
amount consisted of attorneys’ fees and costs of $216,174 and prejudgment interest of $117,100.
On
March 13, 2015, we received from counsel for Dr. Shell, Ms. Liebman, the Elizabeth Charuvastra and William Shell Family Trust
dated July 27, 2006 and amended September 29, 2006 (the “Family Trust”) and the William Shell Survivor’s
Trust (the “Survivor’s Trust”), a written demand for repayment of all principal and interest outstanding
on all outstanding notes. We disputed the enforceability of the demand. On April 27, 2015, Dr. Shell, Ms. Liebman and the Survivor’s
Trust filed suit in Superior Court of California, County of Los Angeles, for repayment of all principal and interest outstanding.
Additionally, between June 4, 2013, and November 25, 2013, the William Shell Survivor’s Trust converted $2,000,000 of its
notes into 1,769,629 shares of the Company’s common stock. The complaint now alleges that the conversion of $2,000,000 in
notes held by the Survivor’s Trust did not occur. On May 28, 2015, The Survivor’s Trust applied for issuance of a
right to attach order and for issuance of writ of attachment in the amount of $2,517,334 as a provisional remedy to secure enforcement
of certain of the outstanding notes. On September 1, 2015, the Superior Court denied the motion for issuance of writ of attachment.
The Company disputes the allegations of the Complaint. In addition, the lawsuit may be deemed related to pending litigation between
Dr. Shell and the beneficiaries of the Family Trust concerning the ownership and control of trust assets.
On
May 13, 2015, we received from counsel for Dr. Shell, a written demand for arbitration primarily related to unpaid compensation
Dr. Shell claims he is due. The demand is seeking an award of $1.9 million. We deny the allegations of the arbitration demand
and will vigorously defend against the claims in the arbitration. On June 12, 2015, Dr. Shell filed a civil lawsuit which is substantially
identical to the claims alleged in his May 13, 2015 demand for arbitration. We deny the allegations of the lawsuit on the same
basis as the identical claims in arbitration and have moved to dismiss the civil lawsuit, which motion is currently set for hearing
on November 16, 2016.
Item
1A. Risk Factors.
There
have been no material changes from risk factors previously disclosed in Item 1A included in our Annual Report on Form 10-K for
the fiscal year ended December 31, 2014, which was filed with the SEC on April 14, 2015.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
On
September 11, 2015, the Company issued 288,769 shares of common stock as payment for services to its employees. The shares were
valued at $0.03 per share based on the price of the Company’s common stock. These shares were issued in reliance upon the
exemption provided by Section 4(a)(2) of the Securities Act.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Mine Safety Disclosures
Not
applicable.
Item
5. Other Information.
None.
Item
6. Exhibits.
Exhibit
Number |
|
Description |
|
|
|
31.1* |
|
Certification
of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) |
|
|
|
31.2* |
|
Certification
of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) |
|
|
|
32.1* |
|
Certification
of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter
63 of Title 18 of the United States Code |
|
|
|
101.INS** |
|
XBRL
Instance Document |
101.SCH** |
|
XBRL
Taxonomy Extension Schema Document |
101.CAL** |
|
XBRL
Taxonomy Extension Calculation Linkbase Document |
101.DEF** |
|
XBRL
Taxonomy Extension Definition Linkbase Document |
101.LAB** |
|
XBRL
Taxonomy Extension Label Linkbase Document |
101.PRE** |
|
XBRL
Taxonomy Extension Presentation Linkbase Document |
*
Filed herewith.
**
In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section,
and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of
1933, as amended, except as expressly set forth by specific reference in such filing.
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.
|
TARGETED
MEDICAL PHARMA, INC. |
|
|
|
Date:
November 13, 2015 |
By: |
/s/
Kim Giffoni |
|
|
Kim Giffoni |
|
|
Chief Executive
Officer |
|
|
|
Date:
November 13, 2015 |
By: |
/s/
William B. Horne |
|
|
William B. Horne |
|
|
Chief
Financial Officer and
Principal
Accounting Officer |
Exhibit
31.1
CERTIFICATIONS
I,
Kim Giffoni as Chief Executive Officer of Targeted Medical Pharma, Inc., certify that:
1. |
I
have reviewed this quarterly report on Form 10-Q of Targeted Medical Pharma, Inc. for the third quarter ended September 30,
2015; |
|
|
2. |
Based on my knowledge,
this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report; |
|
|
3. |
Based on my knowledge,
the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
report; |
|
|
4. |
The registrant’s
other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a. |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
b. |
Designed such
internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
c. |
Evaluated the
effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report
based on such evaluation; and |
|
|
|
|
d. |
Disclosed in
this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and |
5. |
The
registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent function): |
|
a. |
All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and |
|
|
|
|
b. |
Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Date: November 13, 2015 |
|
|
|
|
By: |
/s/ Kim Giffoni |
|
Name: |
Kim Giffoni |
|
Title: |
Chief Executive
Officer |
|
Exhibit
31.2
CERTIFICATIONS
I,
William B. Horne, as Chief Financial Officer of Targeted Medical Pharma, Inc., certify that:
1. |
I
have reviewed this quarterly report on Form 10-Q of Targeted Medical Pharma, Inc. for the third quarter ended September 30,
2015; |
|
|
2. |
Based on my knowledge,
this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report; |
|
|
3. |
Based on my knowledge,
the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
report; |
|
|
4. |
The registrant’s
other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a. |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
b. |
Designed such
internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
c. |
Evaluated the
effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report
based on such evaluation; and |
|
|
|
|
d. |
Disclosed in
this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and |
5. |
The
registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent function): |
|
a. |
All significant deficiencies and material
weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
|
|
b. |
Any fraud, whether or not material,
that involves management or other employees who have a significant role in the registrant’s internal control over financial
reporting. |
Date: November 13, 2015 |
|
|
|
|
By: |
/s/
William B. Horne |
|
Name: |
William B. Horne |
|
Title: |
Chief Financial
Officer |
|
Exhibit
32.1
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the quarterly report on Form 10-Q of Targeted Medical Pharma, Inc. (the “Company”) for
the fiscal quarter ended September 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”),
Kim Giffoni, as Chief Executive Officer of the Company, and William B. Horne, as Chief Financial Officer of the Company, each
hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended;
and
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company.
Date: November
13, 2015 |
By: |
/s/
Kim Giffoni |
|
|
Kim Giffoni |
|
|
Chief Executive
Officer |
|
|
|
Date: November
13, 2015 |
By: |
/s/
William B. Horne |
|
|
William B. Horne |
|
|
Chief
Financial Officer and
Principal
Accounting Officer |
The
foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, and is not being “filed” as part of the Form 10-Q or as a separate disclosure document
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. This certification shall not be deemed to be incorporated by reference into any filing under
the Securities Act of 1933, as amended, or the Exchange Act except to the extent that this Exhibit 32.1 is expressly and specifically
incorporated by reference in any such filing.
A
signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the
Company and furnished to the Securities and Exchange Commission or its staff upon request.
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