ITEM
1. FINANCIAL STATEMENTS
Trxade
Group, Inc.
Consolidated
Balance Sheets
September
30, 2020 and December 31, 2019
(unaudited)
|
|
September 30, 2020
|
|
|
December 31, 2019
|
|
Assets
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
6,647,763
|
|
|
$
|
2,871,694
|
|
Accounts Receivable, net
|
|
|
1,034,482
|
|
|
|
792,050
|
|
Inventory
|
|
|
1,647,088
|
|
|
|
56,761
|
|
Prepaid Assets
|
|
|
232,671
|
|
|
|
82,452
|
|
Deposits for Inventory purchases
|
|
|
1,081,250
|
|
|
|
-
|
|
Total Current Assets
|
|
|
10,643,254
|
|
|
|
3,802,957
|
|
|
|
|
|
|
|
|
|
|
Property Plant and Equipment, Net
|
|
|
150,147
|
|
|
|
174,987
|
|
|
|
|
|
|
|
|
|
|
Other Assets
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
21,636
|
|
|
|
21,636
|
|
Deferred Offering Costs
|
|
|
-
|
|
|
|
88,231
|
|
Right-of-use leased assets
|
|
|
313,000
|
|
|
|
757,710
|
|
Goodwill
|
|
|
725,973
|
|
|
|
725,973
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
11,854,010
|
|
|
$
|
5,571,494
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
Accounts Payable
|
|
$
|
191,597
|
|
|
$
|
334,614
|
|
Accrued Liabilities
|
|
|
286,145
|
|
|
|
98,852
|
|
Current Portion Lease Liabilities
|
|
|
57,155
|
|
|
|
87,350
|
|
Total Current Liabilities
|
|
|
534,897
|
|
|
|
520,816
|
|
|
|
|
|
|
|
|
|
|
Long Term Liabilities
|
|
|
|
|
|
|
|
|
Notes Payable – Related Parties
|
|
|
225,000
|
|
|
|
225,000
|
|
Other Long-term Liabilities – Leases
|
|
|
267,024
|
|
|
|
685,461
|
|
Total Liabilities
|
|
|
1,026,921
|
|
|
|
1,431,277
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ Equity
|
|
|
|
|
|
|
|
|
Series A Preferred Stock, $0.00001 par value; 10,000,000 shares authorized; none issued and outstanding as of September 30, 2020 and December 31, 2019, respectfully
|
|
|
-
|
|
|
|
-
|
|
Common Stock, $0.00001 par value; 100,000,000 shares authorized; 8,070,671 and 6,539,415 shares issued and outstanding, as of September 30, 2020 and December 31, 2019, respectively
|
|
|
81
|
|
|
|
65
|
|
Additional Paid-in Capital
|
|
|
19,446,404
|
|
|
|
12,535,655
|
|
Retained Deficit
|
|
|
(8,619,396
|
)
|
|
|
(8,395,503
|
)
|
Total Shareholders’ Equity
|
|
|
10,827,089
|
|
|
|
4,140,217
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders’ Equity
|
|
$
|
11,854,010
|
|
|
$
|
5,571,494
|
|
The
accompanying notes are an integral part of the unaudited consolidated financial statements.
Trxade
Group, Inc.
Consolidated
Statements of Operations
For
the Three and Nine Months Ended September 30, 2020 and 2019
(unaudited)
|
|
Three months ended
|
|
|
Nine months ended
|
|
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
6,332,269
|
|
|
$
|
2,311,426
|
|
|
$
|
15,128,226
|
|
|
$
|
5,740,361
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of Sales
|
|
|
4,402,967
|
|
|
|
1,000,917
|
|
|
|
9,554,016
|
|
|
|
2,119,894
|
|
Gross Profit
|
|
|
1,929,302
|
|
|
|
1,310,509
|
|
|
|
5,574,210
|
|
|
|
3,620,467
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and Administrative
|
|
|
1,783,481
|
|
|
|
1,132,656
|
|
|
|
5,775,439
|
|
|
|
3,138,150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income (Loss)
|
|
|
145,821
|
|
|
|
177,853
|
|
|
|
(201,229
|
)
|
|
|
482,317
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income
|
|
|
-
|
|
|
|
25,275
|
|
|
|
-
|
|
|
|
25,275
|
|
Investment Loss
|
|
|
-
|
|
|
|
(162,178
|
)
|
|
|
-
|
|
|
|
(250,000
|
)
|
Interest Expense
|
|
|
(7,430
|
)
|
|
|
(13,385
|
)
|
|
|
(22,664
|
)
|
|
|
(46,817
|
)
|
Net Income (Loss)
|
|
$
|
138,391
|
|
|
$
|
27,565
|
|
|
$
|
(223,893
|
)
|
|
$
|
210,775
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (Loss) per Common Share – Basic:
|
|
$
|
0.02
|
|
|
$
|
0.00
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (Loss) per Common Share – Diluted:
|
|
$
|
0.02
|
|
|
$
|
0.00
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average Common Shares Outstanding – Basic
|
|
|
8,063,043
|
|
|
|
5,748,329
|
|
|
|
7,572,954
|
|
|
|
5,728,421
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average Common Shares Outstanding - Diluted
|
|
|
8,215,418
|
|
|
|
6,047,748
|
|
|
|
7,725,329
|
|
|
|
6,027,840
|
|
The
accompanying notes are an integral part of the unaudited consolidated financial statements.
Trxade
Group, Inc.
Consolidated
Statements of Changes in Shareholders’ Equity
For
the Three and Nine Months Ended September 30, 2020 and 2019
(unaudited)
|
|
Preferred Stock
|
|
|
Common Stock
|
|
|
Additional
Paid-in-
|
|
|
Accumulated
|
|
|
Total
Shareholders’
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Equity
|
|
Balance at December 31, 2019
|
|
|
-
|
|
|
$
|
-
|
|
|
|
6,539,415
|
|
|
$
|
65
|
|
|
$
|
12,535,655
|
|
|
$
|
(8,395,503
|
)
|
|
$
|
4,140,217
|
|
Common Stock issued from offering
|
|
|
-
|
|
|
|
-
|
|
|
|
922,219
|
|
|
|
10
|
|
|
|
5,994,414
|
|
|
|
-
|
|
|
|
5,994,424
|
|
Fractional shares issued due to reverse split
|
|
|
-
|
|
|
|
-
|
|
|
|
40
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Stock Issuance Costs
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(820,586
|
)
|
|
|
-
|
|
|
|
(820,586
|
)
|
Options Exercised for Cash
|
|
|
-
|
|
|
|
-
|
|
|
|
167
|
|
|
|
-
|
|
|
|
501
|
|
|
|
-
|
|
|
|
501
|
|
Warrants Exercised for Cash
|
|
|
-
|
|
|
|
-
|
|
|
|
22,529
|
|
|
|
-
|
|
|
|
1,352
|
|
|
|
-
|
|
|
|
1,352
|
|
Warrants Expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
79,089
|
|
|
|
-
|
|
|
|
79,089
|
|
Options Expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
61,997
|
|
|
|
-
|
|
|
|
61,997
|
|
Net Income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
180,303
|
|
|
|
180,303
|
|
Balance at March 31, 2020
|
|
|
-
|
|
|
$
|
-
|
|
|
|
7,484,370
|
|
|
$
|
75
|
|
|
$
|
17,852,422
|
|
|
$
|
(8,215,200
|
)
|
|
$
|
9,637,297
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock Issued for Services
|
|
|
-
|
|
|
|
-
|
|
|
|
217,965
|
|
|
|
2
|
|
|
|
829,865
|
|
|
|
-
|
|
|
|
829,867
|
|
Warrants Exercised for Cash
|
|
|
-
|
|
|
|
-
|
|
|
|
360,002
|
|
|
|
4
|
|
|
|
21,596
|
|
|
|
-
|
|
|
|
21,600
|
|
Warrants Expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
21,294
|
|
|
|
-
|
|
|
|
21,294
|
|
Options Expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
183,906
|
|
|
|
-
|
|
|
|
183,906
|
|
Net Loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(542,587
|
)
|
|
|
(542,587
|
)
|
Balance at June 30, 2020
|
|
|
-
|
|
|
$
|
-
|
|
|
|
8,062,337
|
|
|
$
|
81
|
|
|
$
|
18,909,083
|
|
|
$
|
(8,757,787
|
)
|
|
$
|
10,151,377
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock Issued for Services
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
348,246
|
|
|
|
-
|
|
|
|
348,246
|
|
Warrants Exercised for Cash
|
|
|
-
|
|
|
|
-
|
|
|
|
8,334
|
|
|
|
-
|
|
|
|
13,303
|
|
|
|
-
|
|
|
|
13,303
|
|
Warrants Expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
48,775
|
|
|
|
-
|
|
|
|
48,775
|
|
Options Expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
126,997
|
|
|
|
-
|
|
|
|
126,997
|
|
Net Income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
138,391
|
|
|
|
138,392
|
|
Balance at September 30, 2020
|
|
|
-
|
|
|
|
-
|
|
|
|
8,070,671
|
|
|
|
81
|
|
|
|
19,446,404
|
|
|
|
(8,619,396
|
)
|
|
|
10,827,089
|
|
|
|
Preferred Stock
|
|
|
Common Stock
|
|
|
Additional
Paid-in-
|
|
|
Accumulated
|
|
|
Total
Shareholders’
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Equity
|
|
Balance at December 31, 2018
|
|
|
-
|
|
|
$
|
-
|
|
|
|
5,547,638
|
|
|
$
|
55
|
|
|
$
|
8,955,688
|
|
|
$
|
(8,111,075
|
)
|
|
$
|
844,668
|
|
Common Stock issued for convertible debt and accrued interest
|
|
|
-
|
|
|
|
-
|
|
|
|
70,666
|
|
|
|
1
|
|
|
|
211,982
|
|
|
|
-
|
|
|
|
211,983
|
|
Warrants Exercised for Cash
|
|
|
-
|
|
|
|
-
|
|
|
|
2,778
|
|
|
|
-
|
|
|
|
166
|
|
|
|
-
|
|
|
|
166
|
|
Options Expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
35,979
|
|
|
|
-
|
|
|
|
35,979
|
|
Net Income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
125,229
|
|
|
|
125,229
|
|
Balance at March 31, 2019
|
|
|
-
|
|
|
$
|
-
|
|
|
|
5,621,082
|
|
|
$
|
56
|
|
|
$
|
9,203,815
|
|
|
$
|
(7,985,846
|
)
|
|
$
|
1,218,025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
64,011
|
|
|
|
-
|
|
|
|
64,011
|
|
Net (Loss) Income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
57,981
|
|
|
|
57,981
|
|
Balance at June 30, 2019
|
|
|
-
|
|
|
|
-
|
|
|
|
5,621,082
|
|
|
|
56
|
|
|
|
9,267,826
|
|
|
|
(7,927,865
|
)
|
|
|
1,340,017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock Issued for Cash
|
|
|
-
|
|
|
|
-
|
|
|
|
818,333
|
|
|
|
9
|
|
|
|
2,454,991
|
|
|
|
-
|
|
|
|
2,455,000
|
|
Warrants Expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
26,363
|
|
|
|
-
|
|
|
|
26,363
|
|
Options Expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
41,604
|
|
|
|
-
|
|
|
|
41,604
|
|
Net Income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
27,565
|
|
|
|
27,565
|
|
Balance at September 30, 2019
|
|
|
-
|
|
|
|
-
|
|
|
|
6,439,415
|
|
|
|
65
|
|
|
|
11,790,784
|
|
|
|
(7,900,300
|
)
|
|
|
3,890,549
|
|
The
accompanying notes are an integral part of the unaudited consolidated financial statements.
Trxade
Group, Inc.
Consolidated
Statements of Cash Flows
For
the Nine months ended September 30, 2020 and 2019
(unaudited)
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
Operating
Activities:
|
|
|
|
|
|
|
|
|
Net
Income (Loss)
|
|
$
|
(223,893
|
)
|
|
$
|
210,775
|
|
|
|
|
|
|
|
|
|
|
Adjustments
to reconcile net (loss) income to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Depreciation
Expense
|
|
|
3,750
|
|
|
|
3,750
|
|
Options
Expense
|
|
|
372,900
|
|
|
|
141,594
|
|
Warrant
Expense
|
|
|
149,158
|
|
|
|
26,363
|
|
Common
Stock Issued for Services
|
|
|
1,178,113
|
|
|
|
-
|
|
Bad
Debt Expense
|
|
|
35,539
|
|
|
|
6,084
|
|
Investment
Loss
|
|
|
-
|
|
|
|
250,000
|
|
Inventory
Write Down
|
|
|
137,155
|
|
|
|
-
|
|
Amortization
of Right-of-Use Asset
|
|
|
60,600
|
|
|
|
66,598
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts
Receivable
|
|
|
(277,971
|
)
|
|
|
(282,746
|
)
|
Prepaid
Assets and Other Current Assets
|
|
|
(150,219
|
)
|
|
|
(100,100
|
)
|
Inventory
|
|
|
(1,727,482
|
)
|
|
|
16,650
|
|
Deposits
for Inventory Purchases
|
|
|
(1,081,250
|
)
|
|
|
-
|
|
Lease
Liability
|
|
|
(64,522
|
)
|
|
|
(55,102
|
)
|
Accounts
Payable
|
|
|
(98,422
|
)
|
|
|
(2,557
|
)
|
Accrued
Liabilities and Other Liabilities
|
|
|
187,293
|
|
|
|
43,256
|
|
Net
Cash (used in) provided by operating activities
|
|
|
(1,499,251
|
)
|
|
|
324,565
|
|
|
|
|
|
|
|
|
|
|
Investing
Activities:
|
|
|
|
|
|
|
|
|
Purchase
of Fixed Assets
|
|
|
(23,505
|
)
|
|
|
-
|
|
Purchase
of Equity Method Investment
|
|
|
-
|
|
|
|
(250,000
|
)
|
Net
Cash (used in) investing activities
|
|
|
(23,505
|
)
|
|
|
(250,000
|
)
|
|
|
|
|
|
|
|
|
|
Financing
Activities:
|
|
|
|
|
|
|
|
|
Repayments
of Short-Term Convertible Debt - Related Parties
|
|
|
-
|
|
|
|
(40,000
|
)
|
Payment
of Stock Issuance Costs
|
|
|
(732,355
|
)
|
|
|
-
|
|
Proceeds
from Exercise of Warrants
|
|
|
36,255
|
|
|
|
166
|
|
Proceeds
from Exercise of Stock Options
|
|
|
501
|
|
|
|
-
|
|
Proceeds
from Issuance of Common Stock
|
|
|
5,994,424
|
|
|
|
2,455,000
|
|
Net
Cash provided by financing activities
|
|
|
5,298,825
|
|
|
|
2,415,166
|
|
|
|
|
|
|
|
|
|
|
Net
increase in Cash
|
|
|
3,776,069
|
|
|
|
2,489,731
|
|
Cash
at Beginning of the Period
|
|
|
2,871,694
|
|
|
|
869,557
|
|
Cash
at End of the Period
|
|
$
|
6,647,763
|
|
|
$
|
3,359,288
|
|
|
|
|
|
|
|
|
|
|
Supplemental
Cash Flow Information
|
|
|
|
|
|
|
|
|
Cash
Paid for Interest
|
|
$
|
5,789
|
|
|
$
|
40,705
|
|
Cash
Paid for Income Taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Non-Cash
Transactions
|
|
|
|
|
|
|
|
|
Common
Stock Issued for Conversion of Note and Accrued Interest
|
|
$
|
-
|
|
|
$
|
211,983
|
|
ROU
Assets and Operating Lease Obligations recognized
|
|
$
|
-
|
|
|
$
|
847,441
|
|
Remeasurement
of ROU Assets and Lease Liability for Nonrenewal of Lease
|
|
$
|
384,110
|
|
|
$
|
-
|
|
The
accompanying notes are an integral part of the unaudited consolidated financial statements.
Trxade
Group, Inc.
Notes
to Unaudited Consolidated Financial Statements
For
the Nine months ended September 30, 2020 and 2019
NOTE
1 – ORGANIZATION AND BASIS OF PRESENTATION
Trxade
Group, Inc. (“we”, “our”, “Trxade”, and the “Company”)
owns 100% of Trxade, Inc., Integra Pharma Solutions, LLC, Community Specialty Pharmacy, LLC, Alliance Pharma Solutions, LLC and
Bonum Health, LLC. The merger of Trxade, Inc. and Trxade Group, Inc. occurred in May 2013. Community Specialty Pharmacy was acquired
in October 2018.
Trxade,
Inc., operates a web-based market platform that enables commerce among healthcare buyers and sellers of pharmaceuticals, accessories
and services.
Integra
Pharma Solutions, LLC, is a licensed pharmaceutical wholesaler and sells brand, generic and non-drug products.
Community
Specialty Pharmacy, LLC, is an accredited independent retail pharmacy with a focus on specialty medications and a community-based
model offering home delivery services to patients.
Alliance
Pharma Solutions, LLC, has developed a same-day pharmaceutical delivery software – Delivmeds.com, and invested in SyncHealth
MSO, LLC, a managed services organization during January 2019, which investment was divested in February 2020.
Bonum
Health, LLC was formed to hold certain telehealth assets acquired in October 2019. The “Bonum Health Hub” was
launched in November 2019 and was expected to be operational in April 2020; however, due to the COVID-19 pandemic, at present
the Company does not anticipate installations moving forward until 2021 at the earliest. The hub is a Health Insurance Portability
and Accountability Act (HIPPA)-compliant booth planned to be installed at select independent pharmacies, with technology that
connects patients to board-certified medical care through the Bonum Health mobile app and website portal. The Bonum Health mobile
application is also available on a subscription basis, primarily as a stand-alone telehealth software application that can be
licensed on a business-to-business (B2B) model to clients as an employment health benefit for the clients’ employees. In
August 2020, Bonum Health, LLC launched a business-to-business (B2B) platform called Bonum+, which bundles telehealth, a COVID-19
risk assessment tool and a personal protective equipment (PPE) purchasing tool, through a secure mobile dashboard for corporate
clients.
On
October 9, 2019, the Company’s Board of Directors, and on October 15, 2019, stockholders holding a majority of the Company’s
outstanding voting shares, approved resolutions authorizing a reverse stock split of the outstanding shares of the Company’s
common stock in the range from one-for-two (1-for-2) to one-for-ten (1-for-10), and provided authority to the Company’s
Board of Directors to select the ratio of the reverse stock split in their discretion (the “Stockholder Authority”).
On February 12, 2020, the Board of Directors of the Company approved a stock split ratio of 1-for-6 (“Reverse Stock Split”)
in connection with the Stockholder Authority and the Company filed a Certificate of Amendment with the Secretary of Delaware to
affect the Reverse Stock Split.
Proportional
adjustments were made to the conversion and exercise prices of the Company’s outstanding warrants and stock options, and
to the number of shares issued and issuable under the Company’s stock incentive plans in connection with the Reverse Stock
Split. The Reverse Stock Split did not affect any stockholder’s ownership percentage of the Company’s common stock,
except to the limited extent that the Reverse Stock Split resulted in any stockholder owning a fractional share. Fractional shares
of common stock were rounded up to the nearest whole share based on each holder’s aggregate ownership of the Company. All
issued and outstanding shares of common stock, options and warrants to purchase common stock and per share amounts contained in
these financial statements, have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented.
Basis
of Presentation - The accompanying unaudited interim consolidated financial statements of Trxade Group, Inc. have been prepared
in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and
Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto contained in the
Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the Securities and Exchange Commission
on March 30, 2020.
In
the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial
position and the results of operations for the interim periods presented have been reflected herein. The results of operations
for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial
statements that would substantially duplicate the disclosures contained in the audited financial statements for the year ended
December 31, 2019 as reported in the Company’s Annual Report on Form 10-K have been omitted.
Income
(loss) Per Common Share – Basic net income per common share is computed by dividing net income available to common stockholders
by the weighted average number of common shares outstanding. Diluted net income per common share is computed similar to basic
net income per common 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. The dilutive
effect of the Company’s options and warrants is computed using the treasury stock method.
The
following table sets forth the computation of basic and diluted Income (Loss) per Share:
|
|
For three months ended
September 30,
|
|
|
For nine months ended
September 30,
|
|
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (Loss)
|
|
$
|
138,391
|
|
|
$
|
27,565
|
|
|
$
|
(223,893
|
)
|
|
$
|
210,775
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator for basic and diluted EPS - income (loss) available to common Shareholders
|
|
|
138,391
|
|
|
$
|
27,565
|
|
|
|
(223,893
|
)
|
|
$
|
210,775
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic EPS – Weighted average shares
|
|
|
8,063,043
|
|
|
|
5,748,329
|
|
|
|
7,572,954
|
|
|
|
5,728,421
|
|
Dilutive Effect of Warrants and Options
|
|
|
152,375
|
|
|
|
299,419
|
|
|
|
152,375
|
|
|
|
299,419
|
|
Denominator for diluted EPS – adjusted Weighted average shares
|
|
|
8,215,418
|
|
|
|
6,047,748
|
|
|
|
7,725,329
|
|
|
|
6,027,840
|
|
Basic Income (Loss) per common share
|
|
$
|
0.02
|
|
|
$
|
0.00
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.04
|
|
Diluted Income (Loss) per common share
|
|
$
|
0.02
|
|
|
$
|
0.00
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.03
|
|
NOTE
2– LONG TERM DEBT – RELATED PARTIES
In
October 2018, in connection with the acquisition of Community Specialty Pharmacy, LLC, a $300,000 promissory note was issued to
Nikul Panchal, the seller and currently a non-executive officer of the Company, accruing simple interest at the rate of 10% per
annum, payable annually, and having a maturity date of October 15, 2021. In October 2019, $75,000 of the note was converted into
25,000 common shares at $3.00 per share. There was a loss recognized on this conversion of $76,500. The outstanding balance at
September 30, 2020 is $225,000.
NOTE
3 – SHAREHOLDERS’ EQUITY
In
February 2019, convertible promissory notes issued in 2015 in the amount of $181,500, were amended to include a conversion price
of $3.00 per share, and the principal and accrued interest totaling $211,983 was then converted into 70,666 common shares.
In
February 2019, warrants to purchase 2,778 shares of common stock granted in 2014 with an exercise price of $0.06 per share were
exercised for $166 in cash and the Company issued 2,778 common shares in connection with such exercise.
On
February 13, 2020, we entered into an underwriting agreement (the “Underwriting Agreement”) with Dawson James
Securities, Inc. (the “Representative”), as representative of the several underwriters named therein, relating
to the sale of 806,452 shares of common stock in a firm commitment underwritten offering (the “Offering”).
The transactions contemplated by the Underwriting Agreement closed on February 18, 2020 (the “Closing Date”),
at which time we sold 806,452 shares of common stock to the underwriters. On February 21, 2020, the Representative exercised their
overallotment option and purchased an additional 115,767 shares of common stock. The shares were sold at a public offering price
of $6.50 per share.
The
Company received proceeds of approximately $5.99 million from the Offering. The Company paid the underwriters a cash fee equal
to 8% of the aggregate gross proceeds received by the Company in connection with the Offering and reimbursed certain expenses.
The total costs of the Offering were $820,586, including $88,213 paid in the prior year, which was included in deferred offering
cost as of December 31, 2019. The net proceeds of the Offering were approximately $5.17 million.
In
September 2019, the Company entered into a financial consulting agreement. As compensation, the Company agreed to pay the
consultant $15,000 over nine months and to grant the consultant warrants to purchase 5,000 shares of common stock with an
exercise price of $0.06 per share. The warrants were granted on September 1, 2020 and were exercised immediately after grant
for an aggregate consideration of $300. In connection with the exercise the Company issued the holder 5,000 shares of
common stock.
In
February 2020, warrants to purchase 22,529 shares of common stock were exercised at $0.06 per share by Nikul Panchal, a non-executive
officer of the Company and note holder (see “Note 2 – Long Term Debt – Related Parties”). The Company
issued 22,529 shares of common stock upon such exercise, and $1,352 in proceeds were received in connection with such exercise.
In
March 2020, options to purchase 167 shares of common stock were exercised at $3.00 per share; the Company issued 167 shares of
common stock upon such exercise, and received $501 in proceeds.
In
May 2020, warrants to purchase 25,000 shares of common stock were exercised at $0.06 per share by a former consultant; the Company
issued 25,000 shares of common stock upon such exercise and $1,500 in proceeds was received by the Company in connection with
such exercise.
On
June 25, 2020, warrants to purchase 335,002 shares of common stock were exercised at $0.06 per share; the Company issued 335,002
shares of common stock upon such exercise and $20,100 in proceeds was received by the Company.
In August 2020, warrants to purchase 1,667
shares of common stock were exercised at $4.80 per share; the Company issued 1,667 shares of common stock upon such exercise and
$8,002 in proceeds was received by the Company.
In August 2020, warrants to purchase 1,667
shares of common stock were exercised at $3.00 per share; the Company issued 1,667 shares of common stock upon such exercise and
$5,001 in proceeds was received by the Company.
2019
Chief Executive Officer and President Bonuses
On
April 14, 2020, the Board of Directors of the Company (the “Board”) and the Compensation Committee of the Board,
approved the award to Suren Ajjarapu, the Company’s Chief Executive Officer and Prashant Patel, the Company’s President,
of bonuses equal to 1% of the Company’s outstanding shares, equivalent to 74,484 shares of common stock, and 50,000 shares
of common stock, respectively. The awards were made under and pursuant to the Company’s 2019 Equity Incentive Plan (the
“Plan”). The Company recognized stock-based compensation expense of $761,842 equivalent to the fair value of
the shares granted.
2020
Equity Compensation Awards
On
April 14, 2020, the Compensation Committee approved the grant of (a) 5,000 shares of restricted common stock to the Company’s
legal counsel; and (b) 12,500 shares of restricted common stock to Howard A. Doss, the Company’s Chief Financial Officer,
which shares vest at the rate of 1/4th of such shares on July 1 and October 1, 2020 and January 1 and April 1, 2021. The shares
have a fair value of $107,100 and the Company recognized stock-based compensation expense of $53,550 for the nine months
ended September 30, 2020.
Independent
Director Compensation Plan
On
April 14, 2020, the three independent members of the Board of Directors (Mr. Donald G. Fell, Dr. Pamela Tenaerts, and Mr. Michael
L. Peterson), were each awarded 8,987 shares of restricted stock, which vest at the rate of 1/4th of such shares on July 1 and
October 1, 2020 and January 1 and April 1, 2021. The shares have a fair value of $165,000 and the Company recognized stock-based
compensation expense of $82,500 for the nine months ended September 30, 2020.
Employment
Agreement with Suren Ajjarapu, Chief Executive Officer
In
connection with our employment agreement with Mr. Suren Ajjarapu, our Chief Executive Officer, which was effective on April 14,
2020, we granted 49,020 restricted shares of common stock which vest upon the Company reaching certain performance metrics established
by the Compensation Committee on the same date and further amended on May 5, 2020. The fair value of the shares at the grant date
was determined to be $300,000. The modification of the performance conditions resulted in an incremental value to the shares of
$72,062. The Company determined that it was probable that certain performance conditions will be met and recognized compensation
expense of $280,222 for the nine months ended September 30, 2020.
NOTE
4 - WARRANTS
For
the nine-month period ended September 30, 2020, 5,000 warrants were granted and 8,336 expired. Warrants to purchase 390,865
shares of common stock were exercised for proceeds of $36,255. See “Note 3 – Shareholders’
Equity”.
The Company uses the Black-Scholes pricing
model to estimate the fair value of stock-based awards on the date of the grant. The
following table summarizes the assumptions used to estimate the fair value of the warrants granted during the quarter ended September
30, 2020.
|
|
2020
|
|
Expected dividend yield
|
|
|
0
|
%
|
Weighted-average expected volatility
|
|
|
217
|
%
|
Weighted-average risk-free interest rate
|
|
|
2.75
|
%
|
Expected life of options
|
|
|
5
years
|
|
The
total fair value of warrants issued was $27,481. The compensation cost related to the warrants granted was $149,158 and $26,363
for the nine months ended September 30, 2020 and 2019, respectively.
The
Company’s outstanding and exercisable warrants as of September 30, 2020 are presented below:
|
|
Number
Outstanding
|
|
|
Weighted
Average Exercise Price
|
|
|
Contractual
Life in Years
|
|
|
Intrinsic
Value
|
|
Warrants
Outstanding as of December 31, 2019
|
|
|
524,480
|
|
|
$
|
0.42
|
|
|
|
2.39
|
|
|
$
|
3,273,897
|
|
Warrants granted
|
|
|
5,000
|
|
|
$
|
0.06
|
|
|
|
5.00
|
|
|
|
-
|
|
Warrants expired or
forfeited
|
|
|
(8,336
|
)
|
|
|
9.00
|
|
|
|
-
|
|
|
|
-
|
|
Warrants exercised
|
|
|
(390,865
|
)
|
|
$
|
0.09
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants Outstanding
as of September 30, 2020
|
|
|
130,279
|
|
|
$
|
0.87
|
|
|
|
3.69
|
|
|
$
|
719,989
|
|
Warrants Exercisable
as of September 30, 2020
|
|
|
60,223
|
|
|
$
|
1.81
|
|
|
|
1.84
|
|
|
$
|
286,342
|
|
NOTE
5 – OPTIONS
The
Company maintains stock option plans under which certain employees are awarded option grants based on a combination of performance
and tenure. The stock option plans provide for the grant of up to 2,333,333 shares, and the Company’s 2019 Amended and Restated
2019 Equity Incentive Plan provides for automatic increases in the number of shares available under such plan (currently 2,000,000
shares) on April 1st of each calendar year, beginning in 2021 and ending in 2029 (each a “Date of Determination”),
in each case subject to the approval and determination of the administrator of the plan (the Board of Directors or Compensation
Committee) on or prior to the applicable Date of Determination, equal to the lesser of (A) ten percent (10%) of the total shares
of common stock of the Company outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number
of shares as determined by the administrator.
For
the nine-month period ended September 30, 2020, options to purchase 94,154 shares were granted, 15,168 were forfeited, none expired
and options to purchase 167 shares of common stock were exercised, for 167 shares of common stock and proceeds of $501. The options
granted during the period vest over a period ranging from less than a year to four years and have exercise prices ranging from
$0.06 to $7.50 and terms ranging from 1.4 years to ten years.
The
Company uses the Black-Scholes option pricing model to estimate the fair value of stock-based awards on the date of the grant.
The following table summarizes the assumptions used to estimate the fair value of the stock options granted during the quarter
ended September 30, 2020.
|
|
2020
|
|
Expected
dividend yield
|
|
|
0
|
%
|
Weighted-average
expected volatility
|
|
|
133-236
|
%
|
Weighted-average
risk-free interest rate
|
|
|
0.25
|
%
|
Expected life of
options
|
|
|
5-7
years
|
|
Total
compensation cost related to stock options granted was $372,900 and $141,594 for the nine months ended September 30, 2020 and
2019, respectively.
The
following table represents stock option activity for the nine-month period ended September 30, 2020:
|
|
Number
Outstanding
|
|
|
Weighted
Average Exercise Price
|
|
|
Contractual
Life in Years
|
|
|
Intrinsic
Value
|
|
Options
Outstanding as of December 31, 2019
|
|
|
346,998
|
|
|
$
|
4.39
|
|
|
|
6.77
|
|
|
$
|
817,220
|
|
Options Exercisable
as of December 31, 2019
|
|
|
207,485
|
|
|
$
|
5.29
|
|
|
|
5.53
|
|
|
$
|
312,338
|
|
Options granted
|
|
|
94,154
|
|
|
$
|
4.42
|
|
|
|
4.22
|
|
|
|
-
|
|
Options forfeited
|
|
|
(15,168
|
)
|
|
$
|
3.18
|
|
|
|
7.37
|
|
|
|
-
|
|
Options expired
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Options exercised
|
|
|
(167
|
)
|
|
$
|
3.00
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding
as of September 30, 2020
|
|
|
425,817
|
|
|
$
|
4.44
|
|
|
|
5.58
|
|
|
$
|
847,965
|
|
Options Exercisable
as of September 30, 2020
|
|
|
275,344
|
|
|
$
|
4.54
|
|
|
|
4.73
|
|
|
$
|
531,326
|
|
NOTE
6 – CONTINGENCIES
In
January 2020, we became aware of a complaint filed by Jitendra Jain, Manish Arora, Scariy Kumaramangalam, Harsh Datta and Balvant
Arora (collectively, plaintiffs), against our wholly-owned subsidiary, Trxade, Inc. and our Chief Executive Officer, Suren Ajjarapu
as well as certain unrelated persons, Annapurna Gundlapalli, Gajan Mahendiran and Nexgen Memantine (collectively, defendants),
in the Circuit Court of Madison County, Alabama (Case:47-CV-2019-902216.00). The complaint alleged causes of actions against the
defendants including fraud in the inducement, relating to certain investments alleged to have been made by plaintiffs in Nexgen
Memantine, breach of fiduciary duty, conversion and voidable transactions. The complaint related to certain investments alleged
made by the plaintiffs in Nexgen Memantine and certain alleged fraudulent transfers of assets and funds alleged to have been taken
by the defendants which are unrelated to the Company. The complaint sought $425,000 in compensatory damages and $1,275,000 in
punitive damages. The Company and Mr. Ajjarapu denied in their entirety the plaintiffs’ allegations and filed a motion to
dismiss the plaintiffs’ claims against the Company and Mr. Ajjarapu, which motion was granted in May 2020, due to the plaintiffs’
not being able to establish personal jurisdiction over the defendants, which motion was successful as to all defendants. The Company
and Mr. Ajjarapu further refute any connections for the purpose of the suit to the other named defendants. To the Company’s
and Mr. Ajjarapu’s knowledge, the complaint had no merit whatsoever. The final date for the plaintiffs to appeal the ruling
to dismiss the lawsuit passed in August 2020, and there was no appeal. As such, the ruling is final.
However,
in September 2020, the plaintiffs filed a similar complaint (alleging substantially similar facts) in the United States District
Court for the Middle District of Florida, Tampa Division (Case 8:20-cv-02263), against the same defendants but adding Westminster
Pharmaceuticals, LLC, our former wholly-owned subsidiary (“Westminster”), and raising claims for alleged fraud
under Section 10(b) and Rule 10b-5 of the Exchange Act; joint and several liability under 15 U.S.C. Code 78t (against Trxade,
Inc.); fraudulent transactions of securities under the Florida Securities Act (against all of the defendants except Trxade); and
sale of unregistered securities under the Florida Securities Act (against all of the defendants except Trxade). The total amount
of damages sought is unclear, but is thought to be in excess of $425,000. To the Company’s and Mr. Ajjarapu’s knowledge,
the complaint has no merit whatsoever and each of the Company and Mr. Ajjarapu intend to defend themselves and oppose the relief
sought in the complaint. The Company is not currently accused of any direct misconduct; instead, the Company is alleged to
be liable for the acts of certain or all of the other defendants. The Company would likely only incur liability if some
or all of the other defendants were found liable to plaintiffs and the Company is found to be jointly and severally liable for
the actions of such other defendant or defendants. The lawsuit claims approximately $450,000 in damages; however, based on facts
currently known, the Company assesses the likelihood of any material loss as remote.
NOTE
7 – LEASES
The
Company elected the practical expedient under ASU 2018-11 “Leases: Targeted Improvements” which allows the
Company to apply the transition provision for Topic 842 at the Company’s adoption date instead of at the earliest comparative
period presented in the financial statements. Therefore, the Company recognized and measured leases existing at January 1, 2019
but without retrospective application. In addition, the Company elected the optional practical expedient permitted under the transition
guidance which allows the Company to carry forward the historical accounting treatment for existing leases upon adoption. No impact
was recorded to the beginning retained earnings for Topic 842. The Company has two operating leases for corporate offices. The
following table outlines the details:
|
|
Lease
1
|
|
|
Lease
2
|
|
Initial Lease Term
|
|
|
December
2017 to January 2021
|
|
|
|
November
2018 to November 2023
|
|
Renewal Term
|
|
|
January
2021 to December 2024
|
|
|
|
November
2023 to November 2028
|
|
Initial
Recognition of right-of-use assets at January 1, 2019
|
|
$
|
534,140
|
|
|
$
|
313,301
|
|
Incremental Borrowing
Rate
|
|
|
10
|
%
|
|
|
10
|
%
|
The
Company has decided not to renew the corporate office lease (Lease 1) on January 2021 and is actively looking for a new corporate
office to lease. The Company determined that the decision to not renew Lease 1 changed the corresponding lease term which required
remeasurement of the lease liability resulting in the reduction of the right-of-use asset and the associated lease liability by $384,110.
The reassessment of the lease term did not change the existing classification and the lease is still classified as an operating
lease.
The
table below reconciles the fixed component of the undiscounted cash flows for each of the first five years and the total remaining
years to the operating lease liabilities recorded in the Consolidated Balance Sheet as of September 30, 2020.
Amounts
due within twelve months of September 30
|
|
|
|
2020
|
|
$
|
85,727
|
|
2021
|
|
|
48,714
|
|
2022
|
|
|
50,196
|
|
2023
|
|
|
51,704
|
|
2024
|
|
|
53,255
|
|
Thereafter
|
|
|
174,407
|
|
Total minimum lease
payments
|
|
|
464,003
|
|
Less:
effect of discounting
|
|
|
(139,824
|
)
|
Present value of future
minimum lease payments
|
|
|
324,179
|
|
Less:
current obligations under leases
|
|
|
57,155
|
|
Long-term
lease obligations
|
|
$
|
267,024
|
|
For
the nine months ended September 30, 2020 and 2019, amortization of assets was $60,600 and $66,598, respectively.
For
the nine months ended September 30, 2020 and 2019, amortization of liabilities was $64,522 and $55,102, respectively.
NOTE
8 – SEGMENT REPORTING
The
Company classifies its business interests into reportable segments which are Trxade, Inc., Community Specialty Pharmacy, LLC,
Integra Pharma, LLC and Other. Operating segments are defined as the components of an enterprise about which separate financial
information is available that is evaluated regularly by the chief operating decision makers in deciding how to allocate resources
and in assessing performance. The Company’s chief operating decision makers direct the allocation of resources to operating
segments based on the profitability, cash flows, and growth opportunities of each respective segment.
Nine
Months Ended
September
30, 2020
|
|
Trxade,
Inc.
|
|
|
Community
Specialty Pharmacy, LLC
|
|
|
Integra
Pharma, LLC
|
|
|
Other
|
|
|
Total
|
|
Revenue
|
|
$
|
4,268,619
|
|
|
$
|
1,287,197
|
|
|
$
|
9,548,512
|
|
|
$
|
23,898
|
|
|
$
|
15,128,226
|
|
Gross Profit
|
|
$
|
4,268,619
|
|
|
$
|
119,946
|
|
|
$
|
1,162,030
|
|
|
$
|
23,615
|
|
|
$
|
5,574,210
|
|
Segment Assets
|
|
$
|
1,828,345
|
|
|
$
|
257,495
|
|
|
$
|
3,118,945
|
|
|
$
|
6,649,226
|
|
|
$
|
11,854,010
|
|
Segment Profit (Loss)
|
|
$
|
2,655,734
|
|
|
$
|
(88,756
|
)
|
|
$
|
762,149
|
|
|
$
|
(3,553,020
|
)
|
|
$
|
(223,893
|
)
|
Nine
Months Ended
September
30, 2019
|
|
Trxade,
Inc.
|
|
|
Community
Specialty Pharmacy, LLC
|
|
|
Integra
Pharma, LLC
|
|
|
Other
|
|
|
Total
|
|
Revenue
|
|
$
|
3,335,050
|
|
|
$
|
1,412,449
|
|
|
$
|
992,862
|
|
|
$
|
-
|
|
|
$
|
5,740,361
|
|
Gross Profit
|
|
$
|
3,335,050
|
|
|
$
|
172,071
|
|
|
$
|
113,346
|
|
|
$
|
-
|
|
|
$
|
3,620,467
|
|
Segment Assets
|
|
$
|
1,561,760
|
|
|
$
|
315,681
|
|
|
$
|
411,161
|
|
|
$
|
3,565,921
|
|
|
$
|
5,854,523
|
|
Segment Profit (Loss)
|
|
$
|
1,748,896
|
|
|
$
|
(75,955
|
)
|
|
$
|
(122,144
|
)
|
|
$
|
(1,340,022
|
)
|
|
$
|
210,775
|
|
NOTE
9 – EQUITY METHOD INVESTMENT
In
January 2019, the Company, through its wholly-owned subsidiary Alliance Pharma Solution, LLC (“Alliance”),
entered into a joint venture transaction to form SyncHealth MSO, LLC (“SyncHealth”). SyncHealth was, prior
to the divestment discussed below, owned by PanOptic Health, LLC (“PanOptic”) and Alliance. Alliance contributed
$250,000 for the acquisition of a 30% equity interest in SyncHealth and the option to acquire the remaining ownership from PanOptic
shareholders. Prior to March 31, 2019, $210,000 was paid with the remaining $40,000 paid in April 2019. Pursuant to the operating
agreement, PanOptic owned 70% of SyncHealth and Alliance owned 30%; however, pursuant to the Letter Agreement, PanOptic would
transfer to Alliance an additional 6% of SyncHealth’s membership units on May 1, 2019, an additional 6% on August 1, 2019
and an additional 7% on November 1, 2019, and at Alliance’s option, the 51% balance on January 31, 2020, upon transfer of
between 378,888 and 2,462,773 shares of Company common stock based on gross revenue quotas for 2019. As of December 31, 2019,
the additional interests had not been transferred and Alliance still owned 30% of SyncHealth. We did not realize any income from
the joint venture and we terminated the joint venture agreements pursuant to their terms effective as of January 31, 2020 and
assigned the 30% ownership of SyncHealth back to PanOptic. As of February 1, 2020, we own no equity in SyncHealth and only the
terms of the agreements relating to confidentiality, nonsolicitation and each party’s obligation to cease use of the other
party’s intellectual property survive the termination. The investment loss recognized during the nine-month period ended
September 30, 2019 was $250,000 and for the year ended December 31, 2019 was $250,000.
NOTE
10 – SUBSEQUENT EVENTS
Equity
In
October 2020, warrants to purchase 22,528 shares of common stock were exercised at $0.06 per share; the Company issued 22,528
shares of common stock upon such exercise and $1,352 in proceeds were received by the Company.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking
Statements
This
Quarterly Report on Form 10-Q (“Report”), including this “Management’s Discussion and Analysis
of Financial Condition and Results of Operations,” contains forward-looking statements, within the meaning of the Private
Securities Litigation Reform Act of 1995, regarding future events and the future results of the Company that are based on current
expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions
of the management of the Company. Words such as “expects,” “anticipates,” “targets,”
“goals,” “projects,” “intends,” “plans,” “believes,”
“seeks,” “estimates,” variations of such words, and similar expressions are intended to
identify such forward-looking statements. These forward-looking statements are only predictions and are subject to risks, uncertainties
and assumptions that are difficult to predict. In particular, as discussed in greater detail below, our financial condition and
results could be materially adversely affected by the impacts and disruptions caused by the novel coronavirus (COVID-19) global
pandemic. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.
Factors that might cause or contribute to such differences include, but are not limited to, those discussed elsewhere in this
Report, including under “Risk Factors”, and in other reports the Company files with the
Securities and Exchange Commission (“SEC”), including the Company’s Annual
Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on March 30, 2020 (under the heading “Risk
Factors” and in other parts of that report). The Company undertakes no obligation to revise or update publicly any
forward-looking statements for any reason, except as otherwise required by law.
The
following discussion is based upon our unaudited Consolidated Financial Statements included elsewhere in this report, which have
been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements
requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingencies. In the course of operating our business, we routinely make decisions as to the timing of
the payment of invoices, the collection of receivables, the shipment of products, the fulfillment of orders, the purchase of supplies,
and the building of inventory, among other matters. Each of these decisions has some impact on the financial results for any given
period. In making these decisions, we consider various factors including contractual obligations, customer satisfaction, competition,
internal and external financial targets and expectations, and financial planning objectives. On an on-going basis, we evaluate
our estimates, including those related to sales returns, pricing credits, warranty costs, allowance for doubtful accounts, impairment
of long-term assets, especially goodwill and intangible assets, contract manufacturer exposures for carrying and obsolete material
charges, assumptions used in the valuation of stock-based compensation, and litigation. We base our estimates on historical experience
and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or conditions. Factors that could cause or contribute to these
differences include those discussed below and elsewhere in this Report, and in other reports we file with the SEC, including under
“Item 1A. Risk Factors” below, and in our most recent Annual Report on Form 10-K. All
references to years relate to the calendar year ended December 31 of the particular year.
General
Information
This
information should be read in conjunction with the interim unaudited financial statements and the notes thereto included in this
Quarterly Report on Form 10-Q, and the audited financial statements and notes thereto and “Part
II. Other Information - Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”, contained in our
Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission on March 30,
2020 (the “Annual
Report”).
Certain
capitalized terms used below and otherwise defined below, have the meanings given to such terms in the footnotes to our unaudited
consolidated financial statements included above under “Part I - Financial Information”
- “Item 1. Financial Statements”.
Please
see the section entitled “Glossary”
in our Annual Report for a list of abbreviations and definitions used throughout this Report.
Our
logo and some of our trademarks and tradenames are used in this Report. This Report also includes trademarks, tradenames and service
marks that are the property of others. Solely for convenience, trademarks, tradenames and service marks referred to in this Report
may appear without the ®, ™ and SM symbols. References to our trademarks, tradenames and service marks are not intended
to indicate in any way that we will not assert to the fullest extent under applicable law our rights or the rights of the applicable
licensors if any, nor that respective owners to other intellectual property rights will not assert, to the fullest extent under
applicable law, their rights thereto. We do not intend the use or display of other companies’ trademarks and trade names
to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
The
market data and certain other statistical information used throughout this Report are based on independent industry publications,
reports by market research firms or other independent sources that we believe to be reliable sources. Industry publications and
third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to
be reliable, although they do not guarantee the accuracy or completeness of such information. We are responsible for all of the
disclosures contained in this Report, and we believe these industry publications and third-party research, surveys and studies
are reliable. While we are not aware of any misstatements regarding any third-party information presented in this Report, their
estimates, in particular, as they relate to projections, involve numerous assumptions, are subject to risks and uncertainties,
and are subject to change based on various factors, including those discussed under, and incorporated by reference in, the section
entitled “Item 1A. Risk Factors” of this Report. These and other factors could
cause our future performance to differ materially from our assumptions and estimates. Some market and other data included herein,
as well as the data of competitors as they relate to Trxade Group, Inc., is also based on our good faith estimates.
Unless
the context requires otherwise, references to the “Company,” “we,” “us,”
“our,” “Trxade”, “Trxade Group” and “Trxade Group, Inc.”
refer specifically to Trxade Group, Inc. and its consolidated subsidiaries.
In
addition, unless the context otherwise requires and for the purposes of this report only:
|
●
|
“Exchange
Act” refers to the Securities Exchange Act of 1934, as amended;
|
|
|
|
|
●
|
“SEC”
or the “Commission” refers to the United States Securities and Exchange Commission; and
|
|
|
|
|
●
|
“Securities
Act” refers to the Securities Act of 1933, as amended.
|
Effective
on February 12, 2020, the Company effected a stock split of its outstanding common stock in a ratio of 1-for-6 (“Reverse
Stock Split”). Proportional retroactive adjustments were made to the conversion and exercise prices of the Company’s
outstanding warrants and stock options, and to the number of shares issued and issuable under the Company’s stock incentive
plans in connection with the Reverse Stock Split in the disclosures below.
Where
You Can Find Other Information
We
file annual, quarterly, and current reports, proxy statements and other information with the SEC. Our SEC filings are available
to the public over the Internet at the SEC’s website at www.sec.gov and are available for download, free of charge,
soon after such reports are filed with or furnished to the SEC, on the “NASDAQ: MEDS,” “SEC Filings”
page of our corporate website at www.rx.trxade.com.
Copies of documents filed by us with the SEC are also available from us without charge, upon oral or written request to our Secretary,
who can be contacted at the address and telephone number set forth on the cover page of this Report. Our
corporate website address is www.rx.trxade.com. The information on, or that may be accessed through, our corporate website
is not incorporated by reference into this Report and should not be considered a part of this Report.
Summary
of The Information Contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations
Our
Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided in addition
to the accompanying consolidated financial statements and notes to assist readers in understanding our results of operations,
financial condition, and cash flows. MD&A is organized as follows:
|
●
|
Overview.
Discussion of our business and overall analysis of financial and other highlights affecting us, to provide context for the
remainder of MD&A.
|
|
|
|
|
●
|
Liquidity
and Capital Resources. An analysis of changes in our consolidated balance sheets and cash flows and discussion of our
financial condition.
|
|
|
|
|
●
|
Results
of Operations. An analysis of our financial results comparing the three and nine months ended September 30, 2020 and 2019.
|
|
|
|
|
●
|
Critical
Accounting Policies. Accounting estimates that we believe are important to understanding the assumptions and judgments
incorporated in our reported financial results and forecasts.
|
Company
Overview
We
have designed and developed, and now own and operate, a business-to-business web-based marketplace focused on the US pharmaceutical
industry. Our core service brings the nation’s independent pharmacies and accredited national suppliers of pharmaceuticals
together to provide efficient and transparent buying and selling opportunities.
We
began operations as Trxade Group, Inc., a Nevada corporation (“Trxade Nevada”) in August of 2010 and spent
over two years creating and enhancing our web-based services. Our services provide pricing transparency, purchasing capabilities
and other value-added services on a single platform focused on serving the nation’s approximately 22,000 independent pharmacies
with annual purchasing power of $78 billion (according to the National Community of Pharmacists Association’s 2018 Digest).
Our national wholesale supply partners are able to fulfill orders on our platform in real-time and provide pharmacies with cost-saving
payment terms and next-day delivery capabilities in unrestrictive states under the Model State Pharmacy Act and Model Rules of
the National Association of Boards of Pharmacy (Model Act). We have expanded significantly since 2015 and now have around 11,800
registered pharmacy members purchasing products on our sales platform.
Company
Organization
Trxade
Group, Inc. owns 100 percent of Trxade, Inc., and Integra Pharma Solutions, LLC (formerly Pinnacle Tek, Inc.), Alliance Pharma
Solutions, LLC, Community Specialty Pharmacy, LLC, and Bonum Health, LLC. The reverse triangular merger of Trxade, Inc. and Trxade
Group, Inc. occurred in July 2013. Integra was acquired in July 2013. We acquired 100 percent of Community Specialty Pharmacy,
LLC, in October 2018. Alliance Pharma Solutions, LLC was formed in January 2018 and our joint venture with SyncHealth MSO, LLC,
which was terminated in February 2020, was formed in January 2019. We acquired our Bonum Health operations in October 2019. Trxade,
Inc. is a web-based market platform that enables commerce among healthcare buyers and sellers of pharmaceuticals, accessories
and services.
Novel
Coronavirus (COVID-19)
In
December 2019, a novel strain of coronavirus, which causes the infectious disease known as COVID-19, was reported in Wuhan, China.
The World Health Organization declared COVID-19 a “Public Health Emergency of International Concern” on January 30,
2020 and a global pandemic on March 11, 2020. In March and April, many U.S. states and local jurisdictions began issuing ‘stay-at-home’
orders. For example, the state of Florida, where the Company’s principal business operations are, issued a ‘stay-at-home’
order effective on April 1, 2020, which remained in place, subject to certain exceptions, through June 2020, when the order was
gradually lifted until September 2020, when the order was completely lifted. Many U.S. states have seen recent rapid increases
in the spread of COVID-19, and although the number of COVID-19 cases in Florida has been declining since approximately July 2020,
it is likely that the number will increase now that the prior restrictions on activities have been lifted. Many experts also expect
the number of COVID-19 infections to rise during the fall and winter. As such, it is currently unclear whether the state of Florida,
or other jurisdictions in which we operate, will issue new or expanded ‘stay-at-home’ orders, or how those orders,
or others, may affect our operations.
To
date, we have been deemed an essential healthcare technology provider under applicable governmental orders based on the critical
nature of the products we offer and the community we serve. As such, our business operations were not materially impacted by the
prior restrictions put in place by the State of Florida to slow the spread of COVID-19, which have since expired. Additionally,
as shown in our results of operations below, we have to date, not experienced any significant material negative impact to our
operations, revenues or gross profit due to COVID-19. We have however been adversely affected by reductions to, and interruptions
in, the delivery of supply chain pharmaceuticals that have had a negative impact on our wholesalers and certain technology outsourcing
in India and the Philippines due to the pandemic, which may become more frequent or material in the future. We are carefully managing
our inventory supply network while we work to overcome these hopefully temporary challenges. As a result of the above and
other unknown issues associated with the pandemic, our sales and operating results may be adversely impacted in the coming months.
The full extent of the impact of COVID-19 on our business and operations currently cannot be estimated and will depend on a number
of factors including the scope and duration of the global pandemic.
Since
the start of the pandemic, we have taken steps to prioritize the health and safety of our employees. The Company’s employees
started working remotely around March 17, 2020, and our corporate office is currently planned to be closed through December 31,
2020, at the earliest, unless the current situation improves. The Company has determined to not renew its lease for its current
corporate office and is in the process of searching for a smaller space for its corporate offices.
Currently
we believe that we have sufficient cash on hand and will generate sufficient cash through operations to support our operations
for the foreseeable future; however, we will continue to evaluate our business operations based on new information as it becomes
available and will make changes that we consider necessary in light of any new developments regarding the ongoing pandemic.
Although
COVID-19 has had a major impact on businesses around the world, to date, the pandemic has not had a significant negative impact
on our business. However, the future impact of COVID-19 on our business and operations is currently unknown. The pandemic is developing
rapidly and the full extent to which COVID-19 will ultimately impact us depends on future unknowable developments, including the
duration and spread of the virus, as well as potential new seasonal outbreaks.
Liquidity
and Capital Resources
Cash
Cash
was $6,647,763 at September 30, 2020. We expect that our future available capital resources will consist primarily of cash generated
from operations, remaining cash balances, borrowings, and additional funds raised through sales of debt and/or equity securities.
Liquidity
Cash,
current assets, current liabilities, short term debt and working capital at the end of each period were as follows:
|
|
September
30, 2020
|
|
|
December
31, 2019
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
6,647,763
|
|
|
$
|
2,871,694
|
|
Current assets (excluding
cash)
|
|
|
3,995,491
|
|
|
|
931,263
|
|
Current liabilities
|
|
|
534,897
|
|
|
|
520,816
|
|
Working Capital
|
|
|
10,108,357
|
|
|
|
3,282,141
|
|
Our
principal sources of liquidity have been cash provided by operations, sales of equity, and borrowings under various debt arrangements.
Our principal uses of cash have been for operating expenses and acquisitions. We anticipate these uses will continue to be our
principal uses of cash in the future.
The
increase in cash as of September 30, 2020, compared to December 31, 2019, was primarily due to $5,994,424 of cash raised through
the sale of common stock in our February 2020 underwritten offering, as described in greater detail above in “Part
I. Financial Statements – Item 1. Financial Statements” – “Note
3 – Shareholders’ Equity”.
Liquidity
Outlook cash explanation.
Cash
Requirements
Our
primary objectives for the remainder of 2020 are to continue the development of the Trxade Platform and increase our client base
and operational revenue. As a result of our cash generated through operations and the cash raised in the underwritten offering,
we believe we have sufficient cash to support our operations for the foreseeable future. There can be no assurance that our operations
will generate significant positive cash flow, or that additional funds will be available to us, through borrowings or otherwise,
on favorable terms if required in the future, or at all.
We
estimate our operating expenses and working capital requirements for the next 12 months to be approximately as follows:
Projected
Expenses for October 2020 to September 2021
|
|
Amount
|
|
General
and administrative (1)
|
|
$
|
6,000,000
|
|
Total
|
|
$
|
6,000,000
|
|
(1)
Includes wages and payroll, legal and accounting, marketing, rent and web development.
We
currently anticipate paying the estimated expenses described above through cash on hand and revenues generated from our operations.
Since
inception, we have funded our operations primarily through debt and equity capital raises and operational revenue. To date in
2020, we have raised $5,994,424 through the sale of common stock in our February 2020 underwritten offering. We also raised $36,756
through the exercise of outstanding options and warrants during the nine month period ended September 30, 2020.
We
may require additional funding in the future to expand or complete acquisitions. The sources of this capital are expected to be
equity investments and notes payable. Our plan for the next twelve months is to continue using the same marketing and management
strategies and continue providing a quality product with excellent customer service while also seeking to expand our operations
organically or through acquisitions, as funding and opportunities arise. As our business continues to grow, customer feedback
will be integral in making small adjustments to improve our products and overall customer experience. If in the future we require
additional funding, we plan to raise such funds through the sale of debt or equity, which may not be available on favorable terms,
if at all, and may, if sold, cause significant dilution to existing stockholders. If we are unable to access additional capital
moving forward, it may hurt our ability to grow and to generate future revenues.
We
believe that we have adequate cash to implement our plan to operate a business-to-business web-based marketplace focused on the
United States pharmaceutical industry. Our core service is designed to bring the nation’s independent pharmacies and accredited
national suppliers of pharmaceuticals together to provide efficient and transparent buying and selling opportunities.
As
of the date of this filing, there has been a global viral outbreak that world governments have responded to with travel and other
restrictions, including ‘stay-at-home’ orders, among other steps. The extent and duration of business disruptions
and related financial impacts from the COVID-19 coronavirus cannot be reasonably estimated at this time; however, our exposure
includes reductions to, and interruptions in, the delivery of supply chain pharmaceuticals that have had a negative impact on
our wholesalers and certain technology outsourcing in India and the Philippines. In addition, employee sicknesses and remote working
environments related to the coronavirus and the federal, state and local responses to such virus, could materially impact our
consolidated results for the fourth quarter and full year 2020 and into fiscal 2021. See also “Novel
Coronavirus (COVID-19)”, above.
Cash
Flows
The
following table summarizes our Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019:
|
|
Nine
months Ended
|
|
|
|
|
|
|
|
|
|
September
30, 2020
|
|
|
September
30, 2019
|
|
|
Change
|
|
|
Percent
Change
|
|
Net (Loss)
Income
|
|
$
|
(223,893
|
)
|
|
$
|
210,775
|
|
|
$
|
(434,668
|
)
|
|
|
(206
|
)%
|
Net Cash Provided by
(used in):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Activities
|
|
|
(1,499,251
|
)
|
|
|
324,565
|
|
|
|
(1,823,816
|
)
|
|
|
(562
|
)%
|
Investing Activities
|
|
|
(23,505
|
)
|
|
|
(250,000
|
)
|
|
|
226,495
|
|
|
|
91
|
%
|
Financing Activities
|
|
|
5,298,825
|
|
|
|
2,415,166
|
|
|
|
2,883,659
|
|
|
|
119
|
%
|
Net increase (decrease)
in cash
|
|
$
|
3,776,069
|
|
|
$
|
2,489,731
|
|
|
$
|
1,286,338
|
|
|
$
|
52
|
%
|
Cash
used in operations for the nine months ended September 30, 2020 was $1,499,251, compared to cash provided by operations
of $324,565, for the nine months ended September 30, 2019. This decrease in cash provided by operations was mainly due to (a)
inventory deposits required of $1,081,250, which are required for future delivery of PPE products (as markets normalize these
deposits may not be necessary), and which deposits were not required in the prior period; (b) an increase in inventory of $1,727,482,
which is composed of PPE products which were purchased to have in inventory for the current pandemic, and (c) an increase
in accounts receivable of $277,971, offset by (d) $1,178,113 of stock grants made to officers and consultants as consideration
for services rendered during the current period, compared to no stock issued for services during the prior period. Information
on the compensation awards is described in greater detail above under “Part I. Financial Statements
– Item 1. Financial Statements” – “Note 3 –
Shareholders’ Equity”.
Cash
used in investing activities for the nine months ended September 30, 2020 of $23,505, was related to a purchase of fixed assets.
Cash used in investing activities for the nine months ended September 30, 2019, was associated with the Company’s $250,000
investment in SyncHealth MSO, LLC, which has since been divested.
Cash
provided by financing activities for the nine months ended September 30, 2020, included the sale of common stock in the February
2020 underwritten offering which generated $5,994,424 of proceeds and approximately $5.26 million in cash to the Company after
expenses, as described in greater detail above in “Part I. Financial Statements – Item
1. Financial Statements” – “Note 3 – Shareholders’ Equity”,
and the exercise of warrants and options which generated cash of $36,756. Financing activities in 2019 included $166 of proceeds
from a warrant exercise and $2.46 million of cash from the sale of common stock in private transactions.
Results
of Operations
The
following selected consolidated financial data should be read in conjunction with the unaudited consolidated financial statements
and the notes to these statements included above.
Three
Month Period Ended September 30, 2020 Compared to Three Month Period Ended September 30, 2019
|
|
Three
Months Ended
|
|
|
|
|
|
|
|
|
|
September
30, 2020
|
|
|
September
30, 2019
|
|
|
Change
|
|
|
Percent
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
6,332,269
|
|
|
$
|
2,311,426
|
|
|
$
|
4,020,843
|
|
|
|
174
|
%
|
Cost of Sales
|
|
|
4,402,967
|
|
|
|
1,000,917
|
|
|
|
3,402,050
|
|
|
|
340
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit
|
|
|
1,929,302
|
|
|
|
1,310,509
|
|
|
|
618,793
|
|
|
|
47
|
%
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and Administrative
(less stock-based compensation expense)
|
|
|
1,259,463
|
|
|
|
1,068,645
|
|
|
|
190,818
|
|
|
|
18
|
%
|
Stock-Based Compensation
Expense
|
|
|
524,018
|
|
|
|
64,011
|
|
|
|
460,007
|
|
|
|
719
|
%
|
Total General and Administrative/Operating
Expense
|
|
|
1,783,481
|
|
|
|
1,132,656
|
|
|
|
650,825
|
|
|
|
58
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income
|
|
|
-
|
|
|
|
25,275
|
|
|
|
25,275
|
|
|
|
(100
|
)%
|
Investment Loss
|
|
|
-
|
|
|
|
(162,178
|
)
|
|
|
162,178
|
|
|
|
100
|
%
|
Interest Expense
|
|
|
(7,430
|
)
|
|
|
(13,385
|
)
|
|
|
5,955
|
|
|
|
45
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
$
|
138,391
|
|
|
$
|
27,565
|
|
|
$
|
110,826
|
|
|
|
402
|
%
|
Our
revenues for the three months ended September 30, 2020 were from the Trxade platform, Community Specialty Pharmacy and Integra
Pharma Solutions. Revenues increased by $4,020,843, compared to the prior period. Integra Pharma Solutions revenue increased to
$4,544,988, for the three months ended September 30, 2020, compared to $638,953, in the prior year’s period. The increase
was mainly a result of sourcing items – N95 masks, sanitizers and gloves - PPE items that were needed in large quantities.
Cost of sales and gross profit for the three-month period ended September 30, 2020 were $4,402,967 and $1,929,302, respectively,
and for the three-month period ended September 30, 2019 were $1,000,917 and $1,310,509, respectively. As sales for PPE increased
in 2020, the cost of sales increased. Revenue from the Trxade Platform increased 17%, from $1,152,417 for the three months ended
September 30, 2019, to $1,354,081 for the three months ended September 30, 2020.
Gross
profit as a percentage of sales was 31% for the three months ended September 30, 2020, compared to 57% for the three months ended
September 30, 2019. The reason for the decrease in gross profit as a percentage of sales was the cost of the orders of
PPE related products in the current period. In 2019, a larger percentage of revenue was generated by the Trxade Platform, which
carries no cost of sales.
General
and administrative expenses (less stock-based compensation expense) increased for the three months ended September 30, 2020 to
$1,259,463, compared to $1,068,645 for the comparable period in 2019. The increase was mainly due to IT development, legal expenses,
filing fees and marketing expenses, which increased incrementally with the growth in revenue.
Total
stock-based compensation expense increased by 719% for the three months ended September 30, 2020, compared to the prior year’s
period, due to warrants granted to consultants, 2019 bonus shares issued to executives, shares issued to directors, 2020 bonus
accruals and employee option grants, as described in greater detail above under “Part I. Financial
Statements – Item 1. Financial Statements” – “Note
3 – Shareholders’ Equity”.
We
had no other income for the three months ended September 30, 2020, compared to other income of $25,275 for the three months ended
September 30, 2019.
We
had $162,178 of investment loss for the quarter ended September 30, 2019 in connection with the SyncHealth, LLC joint venture
which was terminated effective as of January 31, 2020.
We
had interest expense of $7,430 for the three months ended September 30, 2020, compared to interest expense of $13,385 for the
three months ended September 30, 2019, which decreased due to decreases in the amount of outstanding debt we had as of the current
period.
Net
income increased $110,827, to net income of $138,391 for the three months ended September 30, 2020, compared to net income
of $27,565 for the three months ended September 30, 2019, mainly due to increased sales from Integra Pharmaceutical Solutions
and Trxade Platform.
Nine
Month Period Ended September 30, 2020 Compared to Nine Month Period Ended September 30, 2019
|
|
Nine
Months Ended
|
|
|
|
|
|
|
|
|
|
September
30, 2020
|
|
|
September
30, 2019
|
|
|
Change
|
|
|
Percent
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
15,128,226
|
|
|
$
|
5,740,361
|
|
|
$
|
9,387,865
|
|
|
|
164
|
%
|
Cost of Sales
|
|
|
9,554,016
|
|
|
|
2,119,894
|
|
|
|
7,434,122
|
|
|
|
351
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit
|
|
|
5,574,210
|
|
|
|
3,620,467
|
|
|
|
1,953,743
|
|
|
|
54
|
%
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and Administrative
(less stock-based compensation Expense)
|
|
|
4,075,269
|
|
|
|
2,970,193
|
|
|
|
1,105,076
|
|
|
|
37
|
%
|
Stock-Based compensation
Expense
|
|
|
1,700,170
|
|
|
|
167,957
|
|
|
|
1,532,213
|
|
|
|
912
|
%
|
Total General and Administrative/Operating
Expense
|
|
|
5,775,439
|
|
|
|
3,138,150
|
|
|
|
2,637,289
|
|
|
|
84
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income
|
|
|
-
|
|
|
|
25,275
|
|
|
|
(25,275
|
)
|
|
|
(100
|
)%
|
Investment Loss
|
|
|
-
|
|
|
|
(250,000
|
)
|
|
|
250,000
|
|
|
|
100
|
%
|
Interest Expense
|
|
|
(22,664
|
)
|
|
|
(46,817
|
)
|
|
|
24,153
|
|
|
|
52
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (Loss) Income
|
|
$
|
(223,893
|
)
|
|
$
|
210,775
|
|
|
$
|
(434,668
|
)
|
|
|
(206
|
)%
|
Our
revenues for the nine months ended September 30, 2020 were from the Trxade platform, Community Specialty Pharmacy and Integra
Pharma Solutions. Revenues increased by $9,387,865 compared to the prior period. In Trxade, Inc., revenue increased by $933,569
which is attributable to our sales department continuing to add customers throughout 2019 and into 2020 through direct marketing
and customer training and the availability of items from suppliers. Integra Pharma Solutions increased revenue to $9,548,512 for
the nine months ended September 30, 2020, compared to $992,862 in the same period of 2019. The increase was mainly a result of
sourcing items – N95 masks, sanitizers and gloves - PPE items that were needed in large quantities. Cost of goods sold and
gross profit were $9,554,016 and $5,574,210, for the nine months ended September 30, 2020, respectively, and $2,119,894 and $3,620,467,
for the nine months ended September 30, 2019, respectively. As sales for PPE increased in 2020, the cost of sales increased. Trxade
Platform revenue increased 28% from $3,335,050, for the nine months ended September 30, 2019 to $4,268,619 for the nine months
ended September 30, 2020.
Gross
profit as a percentage of sales was 37% for the nine months ended September 30, 2020, compared to 63% for the nine months ended
September 30, 2020. The reason for the decrease in gross profit as a percentage of sales was a result of the orders of PPE related
product during the nine months ended September 30, 2020. In 2019, a larger percentage of our revenue was from the Trxade Platform,
which carries no cost of sales.
General
and administrative expenses (less stock-based compensation expense) increased for the nine months ended September 30, 2020 to
$4,075,269, compared to $2,970,193 for the comparable period in 2019. The increase was mainly due to IT development, legal
expenses, filing fees and marketing expenses.
Total
stock-based compensation expense increased by 1,101% for the nine months ended September 30, 2020, compared to the prior year’s
period due to warrants granted to consultants, 2019 bonus shares issued to executives, shares issued to directors, 2020 bonus
accruals and employee option grants, as described in greater detail above under “Part I. Financial
Statements – Item 1. Financial Statements” – “Note
3 – Shareholders’ Equity”.
We
had no other income for the nine months ended September 30, 2020, compared to other income of $25,275 for the nine months ended
September 30, 2019.
We
had $250,000 of investment loss for the quarter ended September 30, 2019 in connection with the SyncHealth, LLC joint venture,
which has been terminated effective as of January 31, 2020.
We
had interest expense of $22,664 for the nine months ended September 30, 2020, compared to interest expense of $46,817 for the
nine months ended September 30, 2019, which decreased due to decreases in the amount of outstanding debt we had as of the current
period.
Net
income declined $434,668, to a net loss of $223,893 for the nine months ended September 30, 2020, compared to net
income of $210,775 for the nine months ended September 30, 2019, mainly due to the increase in general and administrative expenses
associated with the value of the 2019 bonus stock award grants issued to management, as described in greater detail above under
“Part I. Financial Statements – Item 1. Financial Statements”
– “Note 3 – Shareholders’ Equity”, offset partially by the increase
in gross profit.
Off-Balance
Sheet Arrangements
We
had no outstanding off-balance sheet arrangements as of September 30, 2020.
Critical
Accounting Policies
Our
discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements,
which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation
of these financial statements requires us to make estimates and judgments 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 amount of net sales
and expenses for each period. The following represents a summary of our critical accounting policies, defined as those policies
that we believe are the most important to the portrayal of our financial condition and results of operations and that require
management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the
effects of matters that are inherently uncertain.
Revenue
Recognition
In
general, the Company accounts for revenue recognition in accordance with ASC 606, “Revenue from Contracts with Customers.”
Trxade,
Inc. provides an online web-based buying and selling platform for licensed pharmaceutical wholesalers (“Suppliers”)
to sell products and services to licensed pharmacies (“Customers”). The Company charges Suppliers a transaction
fee, a percentage of the purchase price of the prescription drugs and other products sold through its website service. Fulfillment
of confirmed orders, including delivery and shipment of prescription drugs and other products, is the responsibility of the Supplier,
not the Company. The Company holds no inventory and assumes no responsibility for the shipment or delivery of any products or
services from our website. The Company considers itself an agent for this revenue stream and as such, reports revenue as net.
Step One: Identify the contract with the Customers – Trxade, Inc.’s Terms and Use “Agreement,”
which outlines the terms and conditions between the Company and the Supplier, is acknowledged and agreed to by the Supplier. Collection
is probable based on a credit evaluation of the Supplier. Step Two: Identify the performance obligations in the Agreement –
the Company provides the Supplier access to the online website, ability to upload catalogs of products and Dashboard access to
review status of inventory as well as posted and processed orders. The Agreement requires the Supplier to post a catalog of pharmaceuticals
on the platform, deliver the pharmaceuticals and, upon shipment, remit the stated platform fee. Step Three: Determine the transaction
price – the Agreement outlines the fee, which is based on the type of product: generic, brand or non-drug. There are no
discounts for volume transactions or early payment of invoices. Step Four: Allocate the transaction price – the Agreement
details the fee: There is no difference between contract price and “stand-alone selling price”. Step Five:
Recognize revenue when or as the entity satisfies a performance obligation – revenue is recognized upon Supplier’s
fulfillment of the applicable order.
Integra
Pharma Solutions, LLC is a licensed wholesaler of brand, generic and non-drug products to Customers. The Company takes orders
for products, creates invoices for each order and recognizes revenue at the time the Customer receives the product. Customer returns
are not material. Step One: Identify the contract with the Customer – the Company requires that an application and a credit
card for payment be completed by the Customer prior to the first order. Each transaction is evidenced by an order form sent by
the Customer and an invoice for the product is sent by the Company. The collection is probable based on the application and credit
card information provided prior to the first order. Step Two: Identify the performance obligations in the contract – Each
order is distinct and evidenced by the shipping order and invoice. Step Three: Determine the transaction price – The consideration
is variable if product is returned. The variability is determined based on the return policy of the product manufacturer. There
are no sales or volume discounts. The transaction price is determined at the time of the order evidenced by the invoice. Step
Four: Allocate the transaction price – There is no difference between contract price and “stand-alone selling price”.
Step Five: Recognize revenue when or as the entity satisfies a performance obligation - The Revenue is recognized when the Customer
receives the product.
Community
Specialty Pharmacy, LLC is a licensed retail pharmacy. The Company fills prescriptions for drugs written by a doctor and recognizes
revenue at the time the patient confirms delivery of the prescription. Customer returns are not material. Step One: Identify the
contract with the Customer – The prescription is written by a doctor for a patient and presented by the patient to the Customer
and is in turn delivered to the Company. The prescription identifies the performance obligations in the contract. The Company
fills the prescription and delivers to the Customer the drugs, fulfilling the contract. The collection is probable because there
is confirmation that the patient has insurance for reimbursement to the Company prior to filling of the prescription. Step Two:
Identify the performance obligations in the contract – Each prescription is distinct to the Customer. Step Three: Determine
the transaction price – The consideration is not variable. The transaction price is determined to be the price of prescription
at the time of delivery which considers the expected reimbursements from third party payors (e.g., pharmacy benefit managers,
insurance companies and government agencies). Step Four: Allocate the transaction price – The price of the prescription
invoiced represents the expected amount of reimbursement from third party payors. There is no difference between contract price
and “stand-alone selling price”. Step Five: Recognize revenue when or as the entity satisfies a performance
obligation – Revenue is recognized after the delivery of the prescription.
Stock-Based
Compensation
The
Company accounts for stock-based compensation to employees in accordance with ASC 718, “Compensation-Stock Compensation”.
ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including
stock options, based on the grant date fair value of the award and to recognize it as compensation expense over the period the
employee is required to provide service in exchange for the award, usually the vesting period. Stock option forfeitures are recognized
at the date of employee termination. Effective January 1, 2019, the Company adopted ASU 2018-07 for the accounting of share-based
payments granted to non-employees for goods and services.
RECENTLY
ISSUED ACCOUNTING STANDARDS
For
more information on recently issued accounting standards, see “Note 1 – Organization and Basis
of Presentation”, to the Notes to Consolidated Financial Statements included herein under “Part
I - Item 1. Financial Statements”.