Proposed Merger Agreement with Progressive
Care Inc., Launch of its E-Commerce Development Program with
Alibaba's Tmall Global and Acquisition of Outfitters Expected to
Drive Continued Top-Line Growth
COCONUT
GROVE, Fla., May 15, 2024
/PRNewswire/ -- NextPlat Corp (NASDAQ: NXPL, NXPLW) ("NextPlat" or
the "Company"), a global e-Commerce provider, today announced
record financial results for the first fiscal quarter ended
March 31, 2024 which includes the
consolidation of the operations of its e-commerce business with the
results of its healthcare operations, Progressive Care Inc. (OTCQB:
RXMD) ("Progressive Care").
"First quarter results continued to demonstrate the fundamental
strength of NextPlat's focus on the large healthcare services and
global e-commerce technology markets and further demonstrates our
team execution against its global growth plans," said Charles M. Fernandez, Executive Chairman and CEO
of NextPlat Corp. "Throughout the remainder of 2024, we are
committed to maximizing and unlocking the unrealized value in our
business, further building upon the strong financial and technical
foundation we have created and our growing list of global partners
and customers. We intend to achieve our near-term goals by
capitalizing on our ability to significantly improve the efficiency
of our business through our proposed merger with Progressive Care
and the opportunity to add multiple new high value healthcare and
e-commerce revenue streams to our platform."
First Quarter 2024 Financial Highlights:
- Consolidated revenues for the quarter ended March 31, 2024, were approximately $17.5 million, an increase of over 508% versus
revenue of approximately $2.9 million
for the quarter ended March 31, 2024.
Results for the first quarter of 2024 reflect e-commerce revenue of
approximately $2.9 million and
approximately $14.6 million in
revenue contributed from the Company's healthcare operations
(specifically, Progressive Care whose results are consolidated as
of July 1, 2023).
- Gross margins for the quarter ended March 31, 2024, increased significantly to 27.5%,
up from 21.6% reported for the quarter ended March 31, 2023, primarily attributable to the
healthcare operations because of the Progressive Care
consolidation. Gross profit margin attributable to our healthcare
operations was approximately 27% (for the consolidation period).
Our e-commerce profit margins improved to 28% from 22% reported in
the quarter ended March 2024, driven
largely by continued increases in the sales of higher margin,
recurring airtime revenue.
- Operating expenses for the quarter ended March 31, 2024, were approximately $6.7 million compared to approximately
$1.9 million in the year-ago period,
an increase of approximately $4.8
million. Selling, general and administrative ("SG&A")
increased by approximately $1.2
million and was mainly attributable to the increase in
stock-based compensation of approximately $0.4 million, other operating expenses as it
relates to the e-Commerce operations of approximately $0.4 million, and approximately $0.4 million as it relates to operating expenses
of the healthcare operations as a result of the Progressive Care
acquisition on July 1, 2023.
Salaries, wages and payroll taxes increased by $2.0 million and was mainly attributable to the
healthcare operations as a result of the Progressive Care
acquisition as of July 1, 2023.
Professional fees, primarily legal and consulting, increased by
approximately $0.7 million, and
depreciation and amortization expenses increased by approximately
$0.7 million.
- Net loss for the quarter ended March 31,
2024, was approximately $1.5
million, or ($0.08) per
diluted share compared to a net loss of approximately $1.2 million, or ($0.08) diluted earnings per share reported for
the quarter ended March 31,
2023.
- The Company ended the first quarter of 2024 with approximately
$23.5 million in cash.
Organizational Highlights and Recent Business
Developments:
- In the first quarter, the Company's technology e-commerce
business saw positive sequential quarterly improvement including
positive increases in global transaction volumes for satellite
phones and tracking devices despite the expected seasonality in the
business and continued tight inventory and product availability.
Demand for high margin, recurring airtime contracts remains at
monthly record levels, driving quarterly margins on airtime sales
to near record levels. On April 1,
2024, NextPlat completed the acquisition of Outfitter
Satellite Inc. ("Outfitter"), significantly expanding its North
American technology e-commerce business. The Company is actively
supporting Outfitter's new and existing customers while it quickly
works to expand and modernize its e-commerce presence including
integrating its operations onto its global ERP system expected to
be completed by the end of the second quarter.
- The Company's healthcare business, Progressive Care, saw a
significant 28% increase in revenue in the first quarter of 2024,
driven by 16% growth in pharmacy prescriptions and a 110% increase
in its 340B contract services
business versus the first quarter of 2023.
- On April 12, 2024, NextPlat
announced a proposed business combination with Progressive Care
Inc. in an all-stock transaction which is expected to provide
revenue synergies and significant annual operating cost reductions.
Effective as of July 1, 2023,
Progressive Care became a consolidated subsidiary of NextPlat for
accounting purposes as a result of the controlling interest in
Progressive Care obtained by the Company in concert with the
Company's Executive Chairman and CEO, Charles M. Fernandez, and its Director,
Rodney Barreto.
- The Company's exclusive OPKO Healthcare ("OPKO")-branded
storefront in China on Alibaba's
Tmall Global platform, was launched on March
1, 2024. Since its initial launch, the Company has continued
to enhance the OPKO storefront with additional product listings. At
launch, the OPKO-branded storefront initially listed health and
wellness products including an assortment of nutraceuticals for
bone, joint and eye health as well as supplements for nutrition and
immunity defense. The OPKO online storefront will see significant
expansion with the addition of a wide array of veterinary and
animal health products starting in the second quarter of 2024
subject to receipt of the final government approvals. Product
marketing programs supported by Alibaba's local trading partner is
expected to commence later in the second quarter.
- During the quarter, the Company continued to make progress as
it prepares for the formal introduction of its Florida Sunshine line of branded vitamins and
supplements. This new commerce development program is expected to
be launched on Alibaba's Tmall Global platform in China in the third quarter of 2024, further
expanding its e-commerce and healthcare offerings.
David Phipps, President of
NextPlat and CEO of Global Operations, added, "Healthcare,
technology and e-commerce continue to be among the largest and most
important sectors of the global economy today and is why NextPlat
is committed to investing into near-term opportunities and
launching multiple new offerings this year. By leveraging our
e-commerce development program with Alibaba and its Tmall Global
platform in China, expanding our
healthcare footprint for services and products, and adding
complementary connectivity offerings to our growing product
portfolio, we will continue to demonstrate the strength and value
of our diversified business model."
The financial information included in this press release should
be read in conjunction with the Company's Quarterly Report on Form
10-Q for the quarter ended March 31,
2024, which will be filed with the Securities and Exchange
Commission later today.
For more information regarding the financial results of
Progressive Care Inc. for the quarter ended March 31, 2024, investors should refer to its
Quarterly Report on Form 10-Q which will be filed with the
Securities and Exchange Commission later today.
About NextPlat Corp
NextPlat is a global e-commerce
platform company created to capitalize on multiple high-growth
sectors and markets including technology and healthcare. Through
acquisitions, joint ventures and collaborations, the Company
intends to assist businesses in selling their goods online,
domestically, and internationally, allowing customers and partners
to optimize their e-commerce presence and revenue. NextPlat
currently operates an e-commerce communications division offering
voice, data, tracking, and IoT products and services worldwide as
well as pharmacy and healthcare data management services in
the United States through its
subsidiary, Progressive Care Inc. (OTCQB: RXMD).
Important Information About the
Merger and Where to Find It
In connection with the proposed merger
between NextPlat and Progressive Care, NextPlat intends to file a
registration statement/proxy on Form S-4 that will that also will
constitute a prospectus of NextPlat with respect to the NextPlat
Common Stock to be issued in the proposed transaction (the "proxy
statement/prospectus"). The definitive proxy statement/prospectus
(if and when available) will be delivered to NextPlat's and the
Progressive Care's stockholders. NextPlat may also file other
relevant documents regarding the proposed transaction with the SEC.
NextPlat 's shareholders and other interested persons are advised
to read, when available, the proxy statement/prospectus and the
amendments thereto and the definitive proxy statement and documents
incorporated by reference therein filed in connection with the
Merger, as these materials will contain important information about
the Progressive Care, NextPlat and the Merger. INVESTORS
AND SECURITY HOLDERS OF NEXTPLAT ARE URGED TO READ THESE MATERIALS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT
PROGRESSIVE CARE WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PROGRESSIVE
CARE, NEXTPAT AND THE MERGER. When available, the
definitive proxy statement and other relevant materials for the
Merger will be mailed to shareholders of NextPlat as of a record
date to be established for voting on the Merger and the other
related proposals. Shareholders will also be able to obtain copies
of the proxy statement/prospectus, the definitive proxy statement
and other documents filed with the SEC that will be incorporated by
reference therein, without charge, once available, at the SEC's web
site at www.sec.gov, or by directing a request to: NextPlat Corp,
3250 Mary St., Suite 410, Coconut grove, FL 33133, Attention: Chief
Financial Officer, Telephone: (305) 560-5355.
Participants in the
Solicitation
NextPlat and its directors and executive
officers may be deemed participants in the solicitation of proxies
from NextPlat's shareholders with respect to the Merger. A list of
the names of those directors and executive officers and a
description of their interests in NextPlat is contained in
NextPlat's Annual Report on Form 10-K filed with the SEC on
April 11, 2024 and is available free
of charge at the SEC's web site at www.sec.gov, or by directing a
request to NextPlat Corp, 3250 Mary St., Suite 410, Coconut grove,
FL 33133, Attention: Chief Financial Officer, Telephone: (305)
560-5355. Additional information regarding the interests of such
participants will be contained in the proxy statement for the
Merger when available.
Progressive Care and its directors and
executive officers may also be deemed to be participants in the
solicitation of proxies from the shareholders of NextPlat in
connection with the Merger. A list of the names of such directors
and executive officers and information regarding their interests in
the Merger will be included in the proxy statement for the Merger
when available.
No Offer or
Solicitation
This Current Report on Form 8-K shall not
constitute a solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the Merger. This Current
Report on Form 8-K shall also not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any states or jurisdictions in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act, or an exemption therefrom.
Forward-Looking Statements
Certain statements in this
release constitute forward-looking statements. These statements
include the capabilities and success of the Company's business and
any of its products, services or solutions. The words "believe,"
"forecast," "project," "intend," "expect," "plan," "should,"
"would," and similar expressions and all statements, which are not
historical facts, are intended to identify forward-looking
statements. These forward-looking statements involve and are
subject to known and unknown risks, uncertainties and other
factors, including the Company's ability to launch additional
e-commerce capabilities for consumer and healthcare products
and its ability to grow and expand as intended, any of which could
cause the Company to not achieve some or all of its goals or the
Company's previously reported actual results, performance (finance
or operating), including those expressed or implied by such
forward-looking statements. More detailed information about the
Company and the risk factors that may affect the realization of
forward-looking statements is set forth in the Company's filings
with the Securities and Exchange Commission (the "SEC"), copies of
which may be obtained from the SEC's website at www.sec.gov. The
Company assumes no, and hereby disclaims any, obligation to update
the forward-looking statements contained in this press release.
Media and Investor Contact for NextPlat
Corp:
Michael Glickman
MWGCO, Inc.
917-397-2272
mike@mwgco.net
NEXTPLAT CORP AND
SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF COMPREHENSIVE LOSS
(In thousands,
except per shares data)
|
|
|
|
Three Months
Ended
|
|
|
Three Months
Ended
|
|
|
|
March 31,
2024
|
|
|
March 31,
2023
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Sales of products,
net
|
|
$
|
14,120
|
|
|
$
|
2,876
|
|
Revenues from
services
|
|
|
3,373
|
|
|
|
-
|
|
Revenue, net
|
|
|
17,493
|
|
|
|
2,876
|
|
|
|
|
|
|
|
|
|
|
Cost of
products
|
|
|
12,620
|
|
|
|
2,255
|
|
Cost of
services
|
|
|
63
|
|
|
|
-
|
|
Cost of
revenue
|
|
|
12,683
|
|
|
|
2,255
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
4,810
|
|
|
|
621
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
Selling, general and
administrative
|
|
|
2,005
|
|
|
|
788
|
|
Salaries, wages and
payroll taxes
|
|
|
2,624
|
|
|
|
588
|
|
Impairment
loss
|
|
|
132
|
|
|
|
-
|
|
Professional
fees
|
|
|
985
|
|
|
|
321
|
|
Depreciation and
amortization
|
|
|
906
|
|
|
|
162
|
|
Total operating
expenses
|
|
|
6,652
|
|
|
|
1,859
|
|
|
|
|
|
|
|
|
|
|
Loss before other
(income) expense
|
|
|
(1,842)
|
|
|
|
(1,238)
|
|
|
|
|
|
|
|
|
|
|
Other (income)
expense:
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
|
21
|
|
|
|
5
|
|
Interest
earned
|
|
|
(215)
|
|
|
|
(10)
|
|
Other income
|
|
|
-
|
|
|
|
(50)
|
|
Foreign currency
exchange rate variance
|
|
|
26
|
|
|
|
(28)
|
|
Total income
expense
|
|
|
(168)
|
|
|
|
(83)
|
|
|
|
|
|
|
|
|
|
|
Loss before income
taxes and equity in net loss of affiliate
|
|
|
(1,674)
|
|
|
|
(1,155)
|
|
|
|
|
|
|
|
|
|
|
Income taxes
|
|
|
(27)
|
|
|
|
-
|
|
Loss before equity in
net loss of affiliate
|
|
|
(1,701)
|
|
|
|
(1,155)
|
|
|
|
|
|
|
|
|
|
|
Equity in net loss of
affiliate
|
|
|
-
|
|
|
|
(32)
|
|
Net loss
|
|
|
(1,701)
|
|
|
|
(1,187)
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable
to noncontrolling interest
|
|
|
220
|
|
|
|
-
|
|
Net loss attributable
to NextPlat Corp
|
|
$
|
(1,481)
|
|
|
$
|
(1,187)
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
(loss):
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(1,701)
|
|
|
$
|
(1,187)
|
|
Foreign currency
loss
|
|
|
(27)
|
|
|
|
(23)
|
|
Comprehensive
loss
|
|
$
|
(1,728)
|
|
|
$
|
(1,210)
|
|
|
|
|
|
|
|
|
|
|
NET LOSS ATTRIBUTABLE
TO COMMON STOCKHOLDERS
|
|
$
|
(1,481)
|
|
|
$
|
(1,187)
|
|
Weighted number of
common shares outstanding – basic and diluted
|
|
|
18,725
|
|
|
|
14,415
|
|
|
|
|
|
|
|
|
|
|
Loss per share - basic
and diluted
|
|
$
|
(0.08)
|
|
|
$
|
(0.08)
|
|
NEXTPLAT CORP AND
SUBSIDIARIES
CONSOLIDATED BALANCE
SHEETS
(In thousands,
except shares and par data)
|
|
|
|
March 31,
2024
|
|
|
December 31,
2023
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current
Assets
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
23,526
|
|
|
$
|
26,307
|
|
Accounts receivable,
net
|
|
|
12,928
|
|
|
|
8,923
|
|
Receivables - other,
net
|
|
|
2,068
|
|
|
|
1,846
|
|
Inventory,
net
|
|
|
5,610
|
|
|
|
5,135
|
|
Unbilled
revenue
|
|
|
185
|
|
|
|
189
|
|
VAT
receivable
|
|
|
357
|
|
|
|
342
|
|
Prepaid
expenses
|
|
|
404
|
|
|
|
640
|
|
Notes receivable due
from related party
|
|
|
260
|
|
|
|
256
|
|
Total Current
Assets
|
|
|
45,338
|
|
|
|
43,638
|
|
|
|
|
|
|
|
|
|
|
Property and equipment,
net
|
|
|
3,846
|
|
|
|
3,989
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
731
|
|
|
|
731
|
|
Intangible assets,
net
|
|
|
13,725
|
|
|
|
14,423
|
|
Operating right of use
assets, net
|
|
|
1,303
|
|
|
|
1,566
|
|
Finance right-of-use
assets, net
|
|
|
18
|
|
|
|
22
|
|
Deposits
|
|
|
39
|
|
|
|
39
|
|
Prepaid expenses, net
of current portion
|
|
|
61
|
|
|
|
61
|
|
Total Other
Assets
|
|
|
15,877
|
|
|
|
16,842
|
|
Total
Assets
|
|
$
|
65,061
|
|
|
$
|
64,469
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities
|
|
|
|
|
|
|
|
|
Accounts payable and
accrued expenses
|
|
$
|
14,893
|
|
|
$
|
13,176
|
|
Contract
liabilities
|
|
|
140
|
|
|
|
42
|
|
Notes
payable
|
|
|
233
|
|
|
|
312
|
|
Due to related
party
|
|
|
42
|
|
|
|
18
|
|
Operating lease
liabilities
|
|
|
532
|
|
|
|
532
|
|
Finance lease
liabilities
|
|
|
20
|
|
|
|
18
|
|
Income taxes
payable
|
|
|
90
|
|
|
|
139
|
|
Total Current
Liabilities
|
|
|
15,950
|
|
|
|
14,237
|
|
|
|
|
|
|
|
|
|
|
Long Term
Liabilities:
|
|
|
|
|
|
|
|
|
Notes payable, net of
current portion
|
|
|
1,165
|
|
|
|
1,211
|
|
Operating lease
liabilities, net of current portion
|
|
|
853
|
|
|
|
929
|
|
Finance lease
liabilities, net of current portion
|
|
|
-
|
|
|
|
5
|
|
Total
Liabilities
|
|
|
17,98
|
|
|
|
16,382
|
|
|
|
|
|
|
|
|
|
|
Commitments and
Contingencies
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
Preferred stock
($0.0001 par value; 3,333,333 shares authorized)
|
|
|
-
|
|
|
|
-
|
|
Common stock ($0.0001
par value; 50,000,000 shares authorized, 18,724,596 and 18,724,596
shares issued and
outstanding as of March 31, 2024 and December 31, 2023,
respectively)
|
|
|
2
|
|
|
|
2
|
|
Additional paid-in
capital
|
|
|
67,717
|
|
|
|
67,170
|
|
Accumulated
deficit
|
|
|
(36,406)
|
|
|
|
(34,925)
|
|
Accumulated other
comprehensive loss
|
|
|
(90)
|
|
|
|
(63)
|
|
Equity attributable to
NextPlat Corp stockholders
|
|
|
31,223
|
|
|
|
32,184
|
|
Equity attributable to
noncontrolling interests
|
|
|
15,870
|
|
|
|
15,903
|
|
Total
Equity
|
|
|
47,093
|
|
|
|
48,087
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
and Equity
|
|
$
|
65,061
|
|
|
$
|
64,469
|
|
View original content to download
multimedia:https://www.prnewswire.com/news-releases/nextplat-reports-record-consolidated-q1-2024-revenues-of-17-5-million-compared-to-2-9-million-in-q1-2023-508-increase-as-quarterly-margins-improve-to-27-5-302146440.html
SOURCE NextPlat Corp.