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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 9, 2023
PROPHASE
LABS, INC.
(Exact
name of Company as specified in its charter)
| Delaware |
|
000-21617 |
|
23-2577138
|
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
711
Stewart Avenue, Suite 200
Garden
City, New York |
|
11530 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (215) 345-0919
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any
of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
Registered Pursuant to Section 12(b) of the Exchange Act:
| Title
of Each Class |
|
Trading
Symbol |
|
Name
of Each Exchange on Which Registered |
| Common
Stock, par value $0.0005 |
|
PRPH |
|
Nasdaq
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
2.02 Results of Operations and Financial Condition.
On
November 9, 2023, ProPhase Labs, Inc. (the “Company”) issued a press release announcing its financial results for the third
quarter ended September 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item
7.01 Regulation FD.
As
previously announced, the Company will conduct a conference call today, Thursday, November 9, 2023, at 11:00 a.m. (Eastern Time) to discuss
its financial results and provide an update on corporate developments.
The
information included in Items 2.02 and 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any registration
statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference
therein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| |
ProPhase
Labs, Inc. |
| |
|
|
| |
By: |
/s/
Robert Morse Jr. |
| |
|
Robert
Morse Jr. |
| |
|
Chief
Financial Officer |
Date:
November 9, 2023
Exhibit 99.1
ProPhase
Labs Announces Financial Results
for
the Three Months Ended September 30, 2023
Company
sees significant momentum in Pharmaloz, Nebula Genomics and ProPhase BioPharma
Pharmaloz
Manufacturing plans on track to increase capacity from $10 million to over $75 million in 2024
Indications
of demand for entire planned capacity expansion
Nebula
Genomics opens new, state of the art Whole Genome Sequencing lab in Garden City, NY.
Strong
indications for demand lead to significant planned capacity expansion.
Company
to hold a conference call Thursday, November 9, 2023, at 11:00 AM ET
Garden
City, NY – November 9, 2023 (GLOBE NEWSWIRE) – ProPhase Labs, Inc. (NASDAQ: PRPH)
(“ProPhase”
or the “Company”), a next-generation biotech, genomics, therapeutics and diagnostics company, today reported its financial
and operational results for the three and nine months ended September 30, 2023.
The
Company has successfully transitioned to several development stage, growth-oriented subsidiaries with significant upside growth potential
in both the short term and long term while absorbing minimal Adjusted EBITDA losses and maintaining a healthy net working capital balance
of $33.4 million as of September 30, 2023.
Dependent
on market conditions and other factors, the Company believes that it may have the opportunity in the first half of 2024 for liquidity
events in one or more of its subsidiaries at implied valuations that individually may be as great or greater than the entire current
market cap of the Company. It also anticipates but cannot assure that by the second half of 2024, it will once again generate significant
net profits in industries that have long term growth prospects and believes that all currently anticipated development activities can
be funded with working capital and other available credit facilities if needed.
Participants
can register for the conference call by navigating to:
https://dpregister.com/sreg/10184034/faeb9e53fc
Those
without internet access or unable to pre-register may dial in by calling: 1-866-777-2509 (domestic), or 1-412-317-5413 (international)
Corporate
highlights for the three months ended September 30, 2023, include the following:
| 1) | Pharmaloz
Manufacturing |
| ● | Announced
price increases to all customers at the end of Q3 2023, to be instituted over the next 1-2
months. |
| | | |
| ● | Confirmed
delivery this month of new automation equipment designed to boost current capacity from approximately
$10 million to over $15 million by year-end 2023. |
| | | |
| ● | Second
lozenge line and additional automation equipment confirmed for installation during Q2 2024,
increasing capacity to over $30 million. |
| | | |
| ● | Signed
new contracts with multiple customers representing more than $30 million in annualized revenues
with higher profit margins. |
| | | |
| ● | Completed
final stages for approval with new, large global customer for second half of 2024. |
| | | |
| ● | Continued
to evolve its Pharmaloz master plan, outlining the modernization of the manufacturing facility and expansion from one to four lines of
operation by year-end 2024 with capability for additional expansion thereafter. |
| ● | At
full capacity, based on current plans and demand, annualized run rate of revenues at Pharmaloz
could exceed $70-$80 million with 20-25% pre-tax net profit margins by January 2025. |
| | | |
| ● | Passed
the 3-year FDA audit with no citations. |
| | | |
| ● | Started
production of the Equivir capsules on the state-of-the-art Bosc pill encapsulation machine
for planned commercialization. |
| | | |
| ● | Completed
the transition of supplement manufacturing to in house encapsulation which will improve profitability
for the TK Supplements product lines. |
| ● | Received
significant new indications of demand because of its position which we believe is the lowest
cost provider of Whole Genome Sequencing (WGS) in the country. |
| | | |
| ● | Began
sequencing samples in house on all five installed sequencing platforms. |
| | | |
| ● | Currently
negotiating multiple long-term contracts, each of which, if concluded, would significantly
boost revenue growth at favorable gross margins. |
| | | |
| ● | Confirmed
the delivery of a second high volume WGS machine which will also incorporate increased automation
leading to higher throughput at lower costs. |
| | | |
| ● | The
second high-capacity machine brings our total low pass (1X WGS) throughput potential to over
2 million specimens per year equating to $150-$200+ million in potential revenue capacity. |
| | | |
| ● | Strengthened
current agreement with key vendor leading to lower cost of equipment procurement and deeply
discounted cost for consumables. |
| | | |
| ● | In
the final stages of adding genetic counseling services to complement our proprietary library
subscription and offerings as a low-cost provider of WGS. |
| 3) | BE-SMART
Esophageal Cancer Test |
| ● | Development
on track with goal to receive Current Procedural Terminology (“CPT”) codes in
early 2024 for insurance reimbursement. |
| | | |
| ● | Expanded
statistical analysis work with an industry leading statistical analysis company, with a goal
of confirming first in class sensitivity and specificity results. |
| | | |
| ● | Commenced
commercialization discussions with several international companies to commercialize BE-SMART
testing in other countries. |
| | | |
| ● | Completed
testing on samples acquired with the CDx brush technology. This confirmed that the brush
method could be used as an alternative to pinch biopsies. The next step is to test the non-endoscopic
brush technique to confirm similar results. This could lead to testing in a doctor’s
office without the need for and costs of an endoscopy or anesthesia. |
| ● | Enrolled
over 300 patients in the multi-center trial being conducted in India. |
| | | |
| ● | On
track to receive first results in December 2023, which will supply key efficacy data for
product claims and initial commercialization of Equivir. |
| | | |
| ● | Continued
commercialization discussions to broaden Equivir’s potential global launch in the first
half of 2024. |
Ted
Karkus, ProPhase Lab’s Chief Executive Officer, commented, “Q3 represented another positive step in the Company’s transformation
from a business focused on Covid testing to a diversified healthcare technology company with multiple subsidiaries. We believe but cannot
assure that several of our wholly owned subsidiaries have the potential to each attain a valuation which would exceed the entire current
market cap of the Company.
This
next chapter for our Company is the most exciting one yet. At ProPhase, we have a demonstrated history of early identification of emerging
trends and opportunities. What sets us apart is our history of efficiently executing on these opportunities and creating real value for
our shareholders.
Pharmaloz
Manufacturing is on track to complete its first expansion phase by December, with the goal to significantly increase profitability by
Q1 2024. The lozenge industry dynamics are remarkably strong, with strong global demand and a lack of adequate capacity. Pharmaloz is
expanding, showcasing a strong market position and potential for revenue growth.
Nebula
Genomics is at the forefront of the genomics industry, with WGS capacities and pricing that we believe are unparalleled in the United
States. The key members of our team just returned from the world’s largest genomic conference and the response could not be more
positive. The demand for our lowest cost Whole Genome Sequencing is significant. Nebula’s market position and our role as a technology
innovator has also enabled us to attract highly qualified genomics professionals to our platform.
Genetic
research is, in my view, the future of personalized precision medicine and Whole Genome Sequencing is at the heart of this research.
Dr. George Church, a co-founder of our Nebula Genomics subsidiary and advisor to our company, had this vision more than 20 years ago.
And now, demand for sequencing is accelerating, and to meet that demand the Company is actively planning the next phase of expansion.
ProPhase
Biopharma had another great quarter as the Company completed testing of its BE-Smart Esophageal Cancer Test using a new CDx brush technology
and confirmed that the results exceeded expectations for picking up all protein markers. This may lead to a next generation cancer test
without the need for an endoscopy or anesthesia. In parallel, the Company will be launching the testing of another 200 samples which
should give BE-SMART enough data to be statistically significant and move forward with acquiring the CPT codes necessary for insurance
reimbursement. The launch of BE-SMART, by itself, could be transformational for ProPhase Labs and its shareholders.
This
past quarter saw the full enrollment of the Equivir trial in India. The enrollment has been so successful that the Company is considering
widening the trial to give more people access to the drug. We anxiously await the interim results in December and then plan to launch
in the new year. Our infrastructure and relationships with over 40,000 Food, Drug and Mass (FDM) retail stores in the U.S. will be key
as we develop and commercialize Equivir both online and in stores as a dietary supplement.
Overall,
the focus remains clear: continue to build value in each of our five subsidiaries and maximize that value for all of our shareholders
on a per share basis. We are poised to generate significant returns in the next 12 to 24 months”, concluded Mr. Karkus.
Financial
Results
Three
Months Ended September 30, 2023 as compared to the Three Months Ended September 30, 2022.
Net
revenue for the three months ended September 30, 2023 was $8.4 million as compared to $24.2 million for the three months ended September
30, 2022. The decrease in net revenue was the result of a $18.0 million decrease in net revenue from diagnostic services, partially offset
by a $2.2 million increase in consumer products. The decrease in net revenue for diagnostic services was due to decreased COVID-19 testing
volumes compared to the 2022 period as a result of the Omicron variant, which emerged in early 2022. Overall diagnostic testing volume
decreased from 113,000 tests in the three months ended September 30, 2022 to 13,000 tests in the three months ended September 30, 2023,
of which none were reimbursed by the Health Resources and Services Administration (“HRSA”) uninsured program for the three
months ended September 30, 2023 and 2022.
Cost
of revenues for the three months ended September 30, 2023 was $6.0 million, comprised of $1.8 million for diagnostic services and $4.2
million for consumer products. Cost of revenues for the three months ended September 30, 2022 were $12.2 million, comprised of $8.5 million
for diagnostic services and $3.8 million for consumer products. The decrease in cost of revenues for diagnostic services between the
two comparable periods was due to the reduction in COVID-19 testing volumes.
We
realized a gross profit of $2.3 million for the three months ended September 30, 2023 as compared to $12.0 million for the three months
ended September 30, 2022. The decrease of $9.6 million was comprised of a decrease of $11.4 million in diagnostic services, partially
offset by an increase of $1.7 million in consumer products. For the three months ended September 30, 2023 and 2022 we realized an overall
gross margin of 27.8% and 49.5%, respectively. Gross margin for diagnostic services was 27.8% and 58.9% in the three months ended September
30, 2023 and 2022, respectively. Gross margin for consumer products was 27.8% and (3.2)% in the three months ended September 30, 2023
and 2022, respectively. Gross margin for consumer products have historically been influenced by fluctuations in quarter-to-quarter production
volume, fixed production costs and related overhead absorption, raw ingredient costs, inventory mark to market write-downs and timing
of shipments to customers.
Diagnostic
services costs for the three months ended September 30, 2023 were $0.1 million compared to $2.4 million for the three months ended September
30, 2022. The decrease of $2.3 million was due to decreased COVID-19 testing volumes during the three months ended September 30, 2023
compared to the three months ended September 30, 2022 as a result of the Omicron variant, which emerged in early 2022.
General
and administration expenses for the three months ended September 30, 2023 were $8.2 million as compared to $7.5 million for the three
months ended September 30, 2022. The increase of $0.7 million in general and administration expenses was principally related to an increase
in personnel expenses, marketing and professional fees associated with the Company’s strategic initiatives.
Research
and development costs for the three months ended September 30, 2023 were $0.4 million as compared to $0.1 million for the three months
ended September 30, 2022. The increase in research and development costs for the three months ended September 30, 2023 as compared to
the three months ended September 30, 2022 was principally due to increased activities at ProPhase BioPharma. These activities include
product research and field testing.
As
a result of the effects described above, net loss for the three months ended September 30, 2023 was $(5.1) million, or $(0.30) per share,
as compared to a net income of $1.0 million, or $0.06 per share, for the three months ended September 30, 2022. Diluted (loss) earnings
per share for the three months ended September 30, 2023 and 2022 were $(0.30) and $0.06, respectively. Adjusted EBITDA loss for the three
months ended September 30, 2023 was $(2.5) million compared to adjusted EBITDA income of $6.3 million for the three months ended September
30, 2023.
Our
aggregate cash, cash equivalents and marketable securities available for sale as of September 30, 2023 were $3.3 million as compared
to $17.4 million at December 31, 2022. Our working capital was $33.4 million and $44.8 million as of September 30, 2023 and December
31, 2022, respectively. The decrease of $8.4 million in our cash and cash equivalents for the nine months ended September 30, 2023 was
principally due to (a) the proceeds from the sale of marketable debt securities of $3.8 million, (b) the proceeds from the maturities
of marketable debt securities of $4.2 million, (c) the proceeds for issuance of notes payable of $7.6 million, and (d) the proceeds from
warrant exercise of $1.2 million, offset by (i) $11.1 million cash used in operating activities, (ii) the asset purchase of Stella of
$2.9 million, (iii) repurchase of common shares for payment of statutory taxes due on cashless exercise of options for $5.4 million,
(iv) repurchase of common shares for $0.6 million, (v) purchase marketable debt securities of $3.8 million, and (vi) capital expenditures
of $1.8 million.
Conference
Call and Webcast Details
Management
will host a conference call at 11:00 AM ET, Thursday, November 9, 2023, to provide an update on corporate developments and review financial
results. Following management’s formal remarks, there will be a question-and-answer session.
Participants
can register for the conference call by navigating to:
https://dpregister.com/sreg/10184034/faeb9e53fc
Please
note that registered participants will receive their dial-in number upon registration and may dial directly into the call without delay.
Those without internet access or unable to pre-register may dial in by calling: 1-866-777-2509 (domestic), or 1-412-317-5413 (international).
All callers should dial-in approximately 10 minutes prior to the scheduled start time and ask to be joined into ProPhase Lab’s
call.
The
conference call will be broadcast live and available for replay at:
https://event.choruscall.com/mediaframe/webcast.html?webcastid=gKnlJBYW
and via the investor relations section of the Company’s website at www.ProPhaseLabs.com.
A
webcast replay of the call will be available approximately two hours after the end of the call at the above links. A telephonic replay
of the call will be available and may be accessed by calling 1-877-344-7529 (domestic) or 1-412-317-0088 (international) and using access
code 8723575.
About
ProPhase Labs
ProPhase
Labs, Inc. (Nasdaq: PRPH) (“ProPhase”) is a next-generation biotech, genomics, therapeutics and diagnostics company. Our
goal is to create a healthier world with bold action and the power of insight. We’re revolutionizing healthcare with industry-leading
Whole Genome Sequencing solutions, while developing potential game changer diagnostics and therapeutics in the fight against cancer.
This includes a potentially life-saving cancer test focused on early detection of esophageal cancer and potential breakthrough cancer
therapeutics with novel mechanisms of action. Our world-class CLIA labs and cutting-edge diagnostic technology provide wellness solutions
for healthcare providers and consumers. We develop, manufacture, and commercialize health and wellness solutions to enable people to
live their best lives. We are committed to executional excellence, smart diversification, and a synergistic, omni-channel approach. ProPhase
Labs’ valuable subsidiaries, their synergies and significant growth underscore our multi-billion-dollar potential.
Forward
Looking Statements
Except
for the historical information contained herein, this document contains forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements regarding our strategy, plans, objectives and initiatives, including our
plans to grow our subsidiaries and build a multi-billion dollar company, our expectations regarding the future revenue growth potential
of each of our subsidiaries, our belief that all currently anticipated business activities can be funded from working capital and other
available credit facilities if needed, our belief that we may have an opportunity in the first half of 2024 for liquidity events in one
or more of our subsidiaries at implied valuations that individually may be as great or greater than the entire current market cap of
the Company, our expectation on generating significant net profits in the second half of 2024, our plans and timeline to expand manufacturing
capacity at Pharmaloz, our expected timeline to receive CPT codes, and the timeline to receive interim results and launch Equivir. Management
believes that these forward-looking statements are reasonable as and when made. However, such forward-looking statements involve known
and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those projected in the forward-looking
statements. These risks and uncertainties include but are not limited to our ability to obtain and maintain necessary regulatory approvals,
general economic conditions, consumer demand for our products and services, challenges relating to entering into and growing new business
lines, the competitive environment, and the risk factors listed from time to time in our Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q and any other SEC filings. The Company undertakes no obligation to update forward-looking statements except as required
by applicable securities laws. Readers are cautioned that forward-looking statements are not guarantees of future performance and are
cautioned not to place undue reliance on any forward-looking statements.
For
more information, visit www.ProPhaseLabs.com
ProPhase
Media Relations and Institutional Investor Contact:
ProPhase
Labs, Inc.
267-880-1111
investorrelations@prophaselabs.com
ProPhase
Retail Investor Relations Contact:
Renmark
Financial Communications
John
Boidman
514-939-3989
Jboidman@renmarkfinancial.com
Source:
ProPhase Labs, Inc.
ProPhase
Labs, Inc. and Subsidiaries
Condensed
Consolidated Balance Sheets
(in
thousands, except share and per share amounts)
| | |
September 30, 2023 | | |
December 31, 2022 | |
| | |
(Unaudited) | | |
| |
| ASSETS | |
| | | |
| | |
| Current assets | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 702 | | |
$ | 9,109 | |
| Marketable securities, available for sale | |
| 2,565 | | |
| 8,328 | |
| Accounts receivable, net | |
| 38,642 | | |
| 37,054 | |
| Inventory, net | |
| 5,054 | | |
| 3,976 | |
| Prepaid expenses and other current assets | |
| 2,831 | | |
| 2,366 | |
| Total current assets | |
| 49,794 | | |
| 60,833 | |
| | |
| | | |
| | |
| Property, plant and equipment, net | |
| 13,163 | | |
| 7,288 | |
| Prepaid expenses, net of current portion | |
| 832 | | |
| 121 | |
| Operating lease right-of-use asset, net | |
| 4,680 | | |
| 4,059 | |
| Intangible assets, net | |
| 13,015 | | |
| 8,475 | |
| Goodwill | |
| 5,231 | | |
| 5,709 | |
| Deferred tax asset | |
| 3,832 | | |
| — | |
| Other assets | |
| 1,163 | | |
| 1,163 | |
| TOTAL ASSETS | |
$ | 91,710 | | |
$ | 87,648 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Accounts payable | |
$ | 5,467 | | |
$ | 5,905 | |
| Accrued diagnostic services | |
| 241 | | |
| 1,009 | |
| Accrued advertising and other allowances | |
| 113 | | |
| 99 | |
| Finance lease liabilities | |
| 1,840 | | |
| — | |
| Operating lease liabilities | |
| 947 | | |
| 301 | |
| Deferred revenue | |
| 2,447 | | |
| 2,499 | |
| Income tax payable | |
| 3,309 | | |
| 4,190 | |
| Other current liabilities | |
| 2,042 | | |
| 2,072 | |
| Total current liabilities | |
| 16,406 | | |
| 16,075 | |
| | |
| | | |
| | |
| Non-current liabilities: | |
| | | |
| | |
| Deferred revenue, net of current portion | |
| 796 | | |
| 1,059 | |
| Deferred tax liability, net | |
| — | | |
| 224 | |
| Unsecured convertible promissory notes, net | |
| — | | |
| 2,400 | |
| Unsecured convertible promissory notes, net of discount of $301 and $0 | |
| 7,299 | | |
| — | |
| Due to sellers (see Note 3) | |
| 2,000 | | |
| — | |
| Finance lease liabilities, net of current portion | |
| 4,436 | | |
| — | |
| Operating lease liabilities, net of current portion | |
| 4,345 | | |
| 4,259 | |
| Total non-current liabilities | |
| 18,876 | | |
| 7,942 | |
| Total liabilities | |
| 35,282 | | |
| 24,017 | |
| | |
| | | |
| | |
| COMMITMENTS AND CONTINGENCIES | |
| | | |
| | |
| | |
| | | |
| | |
| Stockholders’ equity | |
| | | |
| | |
| Preferred stock authorized 1,000,000, $0.0005 par value, no shares issued and outstanding | |
| — | | |
| — | |
| Common stock authorized 50,000,000, $0.0005 par value, 18,045,029 and 16,210,776 shares outstanding, respectively | |
| 18 | | |
| 16 | |
| Additional paid-in capital | |
| 118,132 | | |
| 109,138 | |
| Retained earnings | |
| 3,722 | | |
| 11,753 | |
| Treasury stock, at cost, 18,940,967 and 18,126,970 shares, respectively | |
| (64,000 | ) | |
| (58,033 | ) |
| Accumulated other comprehensive income | |
| (1,444 | ) | |
| 757 | |
| Total stockholders’ equity | |
| 56,428 | | |
| 63,631 | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | |
$ | 91,710 | | |
$ | 87,648 | |
ProPhase
Labs, Inc. and Subsidiaries
Condensed
Consolidated Statements of Operations and Comprehensive Income (Loss)
(in
thousands, except per share amounts)
(unaudited)
| | |
For the three months ended | | |
For the nine months ended | |
| | |
September 30, 2023 | | |
September 30, 2022 | | |
September 30, 2023 | | |
September 30, 2022 | |
| Revenues, net | |
$ | 8,365 | | |
$ | 24,200 | | |
$ | 40,885 | | |
$ | 100,824 | |
| Cost of revenues | |
| 6,038 | | |
| 12,227 | | |
| 21,590 | | |
| 41,453 | |
| Gross profit | |
| 2,327 | | |
| 11,973 | | |
| 19,295 | | |
| 59,371 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Diagnostic expenses | |
| 132 | | |
| 2,398 | | |
| 1,932 | | |
| 8,869 | |
| General and administration | |
| 8,245 | | |
| 7,512 | | |
| 26,480 | | |
| 21,643 | |
| Research and development | |
| 428 | | |
| 110 | | |
| 1,144 | | |
| 174 | |
| Total operating expenses | |
| 8,805 | | |
| 10,020 | | |
| 29,556 | | |
| 30,686 | |
| (Loss) income from operations | |
| (6,478 | ) | |
| 1,953 | | |
| (10,261 | ) | |
| 28,685 | |
| | |
| | | |
| | | |
| | | |
| | |
| Interest income, net | |
| 1 | | |
| 25 | | |
| 39 | | |
| 123 | |
| Interest expense | |
| (275 | ) | |
| (201 | ) | |
| (781 | ) | |
| (635 | ) |
| Change in fair value of investment securities | |
| — | | |
| — | | |
| — | | |
| (76 | ) |
| Other income (loss) | |
| (33 | ) | |
| — | | |
| (132 | ) | |
| — | |
| (Loss) income from operations before income taxes | |
| (6,785 | ) | |
| 1,777 | | |
| (11,135 | ) | |
| 28,097 | |
| Income tax benefit (expense) | |
| 1,644 | | |
| (809 | ) | |
| 3,104 | | |
| (7,190 | ) |
| (Loss) income from operations after income taxes | |
| (5,141 | ) | |
| 968 | | |
| (8,031 | ) | |
| 20,907 | |
| Net (loss) income | |
$ | (5,141 | ) | |
$ | 968 | | |
$ | (8,031 | ) | |
$ | 20,907 | |
| | |
| | | |
| | | |
| | | |
| | |
| Other comprehensive (loss) income: | |
| | | |
| | | |
| | | |
| | |
| Unrealized gain (loss) on marketable debt securities | |
| (2,032 | ) | |
| (51 | ) | |
| (2,201 | ) | |
| (112 | ) |
| Total comprehensive (loss) income | |
$ | (7,173 | ) | |
$ | 917 | | |
$ | (10,232 | ) | |
$ | 20,795 | |
| | |
| | | |
| | | |
| | | |
| | |
| Earnings per share: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | (0.30 | ) | |
$ | 0.06 | | |
$ | (0.47 | ) | |
$ | 1.33 | |
| Diluted | |
$ | (0.30 | ) | |
$ | 0.06 | | |
$ | (0.47 | ) | |
$ | 1.10 | |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average common shares outstanding: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 17,175 | | |
| 15,898 | | |
| 16,924 | | |
| 15,712 | |
| Diluted | |
| 17,175 | | |
| 20,248 | | |
| 16,924 | | |
| 19,504 | |
ProPhase
Labs, Inc. and Subsidiaries
Condensed
Consolidated Statements of Cash Flows
(in
thousands)
(unaudited)
| | |
For the nine months ended | |
| | |
September 30, 2023 | | |
September 30, 2022 | |
| Cash flows from operating activities | |
| | | |
| | |
| Net (loss) income | |
$ | (8,031 | ) | |
$ | 20,907 | |
| Adjustments to reconcile net income to net cash (used in) provided by operating activities: | |
| | | |
| | |
| Realized (gain) loss on marketable debt securities | |
| (3 | ) | |
| 192 | |
| Depreciation and amortization | |
| 4,435 | | |
| 3,792 | |
| Accretion of debt discount | |
| 97 | | |
| 4 | |
| Amortization on operating lease right-of-use assets | |
| 325 | | |
| 254 | |
| Loss on sale of assets | |
| — | | |
| 14 | |
| Stock-based compensation expense | |
| 2,860 | | |
| 2,979 | |
| Change in fair value of investment securities | |
| — | | |
| 76 | |
| Accounts receivable allowances | |
| 718 | | |
| 2,528 | |
| Inventory valuation reserve | |
| — | | |
| (179 | ) |
| Bad debt expenses, direct write-off | |
| 74 | | |
| — | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Accounts receivable | |
| (2,380 | ) | |
| (2,652 | ) |
| Inventory | |
| (1,078 | ) | |
| (133 | ) |
| Prepaid expenses and other current assets | |
| (938 | ) | |
| 643 | |
| Deferred tax asset | |
| (4,350 | ) | |
| (1,339 | ) |
| Other assets | |
| — | | |
| (674 | ) |
| Accounts payable and accrued expenses | |
| (438 | ) | |
| (5,483 | ) |
| Accrued diagnostic services | |
| (768 | ) | |
| (1,616 | ) |
| Accrued advertising and other allowances | |
| 14 | | |
| (25 | ) |
| Deferred revenue | |
| (315 | ) | |
| 946 | |
| Deferred tax liability | |
| (307 | ) | |
| — | |
| Lease liabilities | |
| (139 | ) | |
| (223 | ) |
| Income tax payable | |
| (881 | ) | |
| 7,029 | |
| Other current liabilities | |
| (30 | ) | |
| 700 | |
| Net cash (used in) provided by operating activities | |
| (11,135 | ) | |
| 27,740 | |
| | |
| | | |
| | |
| Cash flows from investing activities | |
| | | |
| | |
| Business acquisitions, escrow received | |
| 478 | | |
| — | |
| Business acquisitions, net of cash acquired | |
| (2,904 | ) | |
| — | |
| Purchase of marketable securities | |
| (3,819 | ) | |
| (1,003 | ) |
| Proceeds from maturities of marketable debt securities | |
| 4,168 | | |
| — | |
| Proceeds from sales of marketable securities | |
| 3,817 | | |
| 5,800 | |
| Proceeds from dispositions of property and other assets, net | |
| — | | |
| 452 | |
| Capital expenditures | |
| (1,845 | ) | |
| (2,323 | ) |
| Net cash (used in) provided by investing activities | |
| (105 | ) | |
| 2,926 | |
| | |
| | | |
| | |
| Cash flows from financing activities | |
| | | |
| | |
| Proceeds from issuance of secured note payable | |
| 7,600 | | |
| — | |
| Proceeds from exercise of warrants | |
| 1,200 | | |
| — | |
| Repurchase of common stock for payment of statutory taxes due on cashless exercise of stock option | |
| (5,379 | ) | |
| (4,530 | ) |
| Repurchases of common shares | |
| (588 | ) | |
| (1,200 | ) |
| Repayment of note payable | |
| — | | |
| (1,444 | ) |
| Payment of dividends | |
| — | | |
| (9,351 | ) |
| Net cash provided by (used in) financing activities | |
| 2,833 | | |
| (16,525 | ) |
| | |
| | | |
| | |
| (Decrease) increase in cash, cash equivalents and restricted cash | |
| (8,407 | ) | |
| 14,141 | |
| Cash and cash equivalents, at the beginning of the period | |
| 9,109 | | |
| 8,658 | |
| Cash and cash equivalents, at the end of the period | |
$ | 702 | | |
$ | 22,799 | |
| | |
| | | |
| | |
| Supplemental disclosures: | |
| | | |
| | |
| Cash paid for income taxes | |
$ | 3,000 | | |
$ | 1,500 | |
| Interest payment on the promissory notes | |
$ | 740 | | |
$ | 631 | |
| | |
| | | |
| | |
| Supplemental disclosure of non-cash investing and financing activities: | |
| | | |
| | |
| Stock-based compensation included in prepaid expenses | |
$ | 1,138 | | |
$ | — | |
| Issuance of common shares for debt conversion | |
$ | 2,400 | | |
$ | 600 | |
| Net unrealized loss (gain), investments in marketable debt securities | |
$ | 2,083 | | |
$ | (113 | ) |
| Assets obtained in exchange for new finance lease obligations | |
$ | 6,201 | | |
$ | — | |
| Issuance of warrants with unsecured promissory note | |
$ | 398 | | |
$ | — | |
| Common stock issued in asset acquisition | |
$ | 1,000 | | |
$ | — | |
Non-GAAP
Financial Measures and Reconciliation
In
an effort to provide investors with additional information regarding our results of operations as determined by generally accepted accounting
principles in the United States of America (“GAAP”), we disclose certain non-GAAP financial measures. The primary non-GAAP
financial measures we disclose are EBITDA and Adjusted EBITDA.
We
define EBITDA as net income (loss) before net interest expense, income taxes, depreciation and amortization. Adjusted EBITDA further
adjusts EBITDA by excluding acquisition costs, other non-cash items, and other unusual or non-recurring charges (as described in the
table below).
Non-GAAP
financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance
with GAAP. These non-GAAP financial measures do not reflect a comprehensive system of accounting, differ from GAAP measures with the
same names and may differ from non-GAAP financial measures with the same or similar names that are used by other companies. We compute
non-GAAP financial measures using the same consistent method from quarter to quarter and year to year. We may consider whether other
significant items that arise in the future should be excluded from the non-GAAP financial measures.
We
use EBITDA and Adjusted EBITDA internally to evaluate and manage the Company’s operations because we believe they provide useful
supplemental information regarding the Company’s ongoing economic performance. We believe that these non-GAAP financial measures
provide meaningful supplemental information regarding our operating results primarily because they exclude amounts that are not considered
part of ongoing operating results when planning and forecasting and when assessing the performance of the organization. In addition,
we believe that non-GAAP financial information is used by analysts and others in the investment community to analyze our historical results
and in providing estimates of future performance and that failure to report these non-GAAP measures could result in confusion among analysts
and others and create a misplaced perception that our results have underperformed or exceeded expectations.
The
following table sets forth the reconciliations of EBITDA and Adjusted EBITDA excluding other costs to the most comparable GAAP financial
measures (in thousands):
| | |
For the three months ended | | |
For the nine months ended | |
| | |
September 30, 2023 | | |
September 30, 2022 | | |
September 30, 2023 | | |
September 30, 2022 | |
| GAAP net (loss) income (1) | |
$ | (5,141 | ) | |
$ | 968 | | |
$ | (8,031 | ) | |
$ | 20,907 | |
| Interest, net | |
| 274 | | |
| 176 | | |
| 742 | | |
| 512 | |
| Income tax (benefit) expense | |
| (1,644 | ) | |
| 809 | | |
| (3,104 | ) | |
| 7,190 | |
| Depreciation and amortization | |
| 3,143 | | |
| 2,352 | | |
| 4,435 | | |
| 3,601 | |
| EBITDA | |
| (3,368 | ) | |
| 4,305 | | |
| (5,958 | ) | |
| 32,210 | |
| Share-based compensation expense | |
| 744 | | |
| 1,969 | | |
| 3,998 | | |
| 2,979 | |
| Non-cash rent expense (2) | |
| 99 | | |
| 22 | | |
| 111 | | |
| 32 | |
| Bad debt expense | |
| — | | |
| — | | |
| 74 | | |
| 250 | |
| Adjusted EBITDA | |
$ | (2,525 | ) | |
$ | 6,296 | | |
$ | (1,775 | ) | |
$ | 35,471 | |
| (1) |
We
believe that net income (loss) is the financial measure calculated and presented in accordance with GAAP that is most directly comparable
to EBITDA and Adjusted EBITDA. EBITDA and Adjusted EBITDA measure the Company’s operating performance without regard to certain
expenses. EBITDA and Adjusted EBITDA are not presentations made in accordance with GAAP and the Company’s computation of EBITDA
and Adjusted EBITDA may vary from others in the industry. EBITDA and Adjusted EBITDA have important limitations as analytical tools
and should not be considered in isolation or as substitutes for analysis of the Company’s results as reported under GAAP. |
| |
|
| (2) |
The
non-cash portion of rent, which reflects the extent to which our GAAP rent expense recognized exceeds (or is less than) our cash
rent payments. For newer leases, our rent expense recognized typically exceeds our cash rent payments, while for more mature leases,
rent expense recognized is typically less than our cash rent payments. |
v3.23.3
Cover
|
Nov. 09, 2023 |
| Cover [Abstract] |
|
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8-K
|
| Amendment Flag |
false
|
| Document Period End Date |
Nov. 09, 2023
|
| Entity File Number |
000-21617
|
| Entity Registrant Name |
PROPHASE
LABS, INC.
|
| Entity Central Index Key |
0000868278
|
| Entity Tax Identification Number |
23-2577138
|
| Entity Incorporation, State or Country Code |
DE
|
| Entity Address, Address Line One |
711
Stewart Avenue
|
| Entity Address, Address Line Two |
Suite 200
|
| Entity Address, City or Town |
Garden
City
|
| Entity Address, State or Province |
NY
|
| Entity Address, Postal Zip Code |
11530
|
| City Area Code |
(215)
|
| Local Phone Number |
345-0919
|
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|
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|
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