Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 05, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-36533 | |
Entity Registrant Name | MEDAVAIL HOLDINGS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 90-0772394 | |
Entity Address, Address Line One | 6665 Millcreek Dr. | |
Entity Address, Address Line Two | Unit 1 | |
Entity Address, City or Town | Mississauga | |
Entity Address, State or Province | ON | |
Entity Address, Country | CA | |
Entity Address, Postal Zip Code | L5N 5M4 | |
City Area Code | 905 | |
Local Phone Number | 812-0023 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | MDVL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 32,848,154 | |
Entity Central Index Key | 0001402479 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 |
Consolidated Condensed Balance
Consolidated Condensed Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 35,875 | $ 57,936 |
Restricted cash | 400 | 60 |
Accounts receivable (net of allowance for doubtful accounts of $27 thousand for September 30, 2021, $40 thousand for December 31, 2020) | 1,075 | 1,520 |
Inventories | 4,253 | 2,817 |
Prepaid expenses and other current assets | 762 | 1,534 |
Total current assets | 42,365 | 63,867 |
Property, plant and equipment, net | 4,632 | 3,795 |
Right-of-use assets | 2,902 | 1,239 |
Other assets | 248 | 203 |
Intangible assets | 1,950 | 227 |
Total assets | 52,097 | 69,331 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 7,075 | 4,512 |
Short-term debt | 1,000 | 2,161 |
Contract liability | 317 | 275 |
Current portion of lease obligations | 742 | 665 |
Total current liabilities | 9,134 | 7,613 |
Long-term debt, net | 9,466 | 0 |
Long-term portion of lease obligations | 2,279 | 651 |
Total liabilities | 20,879 | 8,264 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Common shares ($0.001 par value, 100,000,000 shares authorized, 32,754,925 and 31,816,020 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively) | 33 | 32 |
Warrants | 1,373 | 2,614 |
Additional paid-in-capital | 216,204 | 213,624 |
Accumulated other comprehensive loss | (6,928) | (6,928) |
Accumulated deficit | (179,464) | (148,275) |
Total stockholders' equity | 31,218 | 61,067 |
Total liabilities and stockholders' equity | $ 52,097 | $ 69,331 |
Consolidated Condensed Balanc_2
Consolidated Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 27 | $ 40 |
Common shares, par value (in USD per share) | $ 0.001 | $ 0.001 |
Common shares, authorized (in shares) | 100,000,000 | 100,000,000 |
Common shares, issued (in shares) | 32,754,925 | 31,816,020 |
Common shares, outstanding (in shares) | 32,754,925 | 31,816,020 |
Consolidated Condensed Statemen
Consolidated Condensed Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Sales: | ||||
Total sales | $ 5,792 | $ 7,145 | $ 14,849 | $ 10,868 |
Cost of sales: | ||||
Total cost of sales | 5,606 | 2,162 | 14,170 | 5,459 |
Gross profit | 186 | 4,983 | 679 | 5,409 |
Pharmacy operations | 2,395 | 1,450 | 6,619 | 3,655 |
General and administrative | 6,805 | 3,464 | 19,941 | 10,544 |
Selling and marketing | 1,779 | 624 | 4,657 | 1,897 |
Research and development | 232 | 154 | 601 | 532 |
Merger expenses | 0 | 1,324 | 0 | 2,607 |
Operating loss | (11,025) | (2,033) | (31,139) | (13,826) |
Other gain (loss), net | 7 | 0 | 206 | 8 |
Interest income | 7 | 0 | 74 | 15 |
Interest expense | (260) | (455) | (328) | (911) |
Loss before income taxes | (11,271) | (2,488) | (31,187) | (14,714) |
Income tax expense | (2) | 0 | (2) | 0 |
Net loss | (11,273) | (2,488) | (31,189) | (14,714) |
Other comprehensive income (loss): | ||||
Cumulative translation adjustment | 0 | 0 | 0 | (2) |
Total comprehensive loss | $ (11,273) | $ (2,488) | $ (31,189) | $ (14,716) |
Net loss per share - basic (in USD per share) | $ (0.34) | $ (1.22) | $ (0.96) | $ (7.60) |
Net loss per share - diluted (in USD per share) | $ (0.34) | $ (1.22) | $ (0.96) | $ (7.60) |
Weighted average shares outstanding - basic (in shares) | 32,750,831 | 2,045,686 | 32,580,199 | 1,936,015 |
Weighted average shares outstanding - diluted (in shares) | 32,750,831 | 2,045,686 | 32,580,199 | 1,936,015 |
Total pharmacy and hardware sales | ||||
Sales: | ||||
Total sales | $ 5,659 | $ 3,926 | $ 14,165 | $ 7,587 |
Cost of sales: | ||||
Total cost of sales | 5,539 | 2,132 | 13,744 | 5,343 |
Total service sales | ||||
Sales: | ||||
Total sales | 133 | 3,219 | 684 | 3,281 |
Cost of sales: | ||||
Total cost of sales | $ 67 | $ 30 | $ 426 | $ 116 |
Consolidated Condensed Statem_2
Consolidated Condensed Statements of Shareholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Shares | Warrants | Additional Paid-in-Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | |
Temporary equity beginning balance (in shares) at Dec. 31, 2019 | [1] | 10,500,440 | |||||
Temporary equity beginning balance at Dec. 31, 2019 | [1] | $ 93,484 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Issuance of preferred shares (in shares) | [1] | 102,777 | |||||
Issuance of preferred shares | [1] | $ 788 | |||||
Temporary equity ending balance (in shares) at Sep. 30, 2020 | [1] | 10,603,217 | |||||
Temporary equity ending balance at Sep. 30, 2020 | [1] | $ 94,272 | |||||
Balance at beginning of period (in shares) at Dec. 31, 2019 | 1,504,251 | ||||||
Balance at beginning of period at Dec. 31, 2019 | $ 8 | $ 698 | $ 30,829 | $ (121,230) | $ (6,950) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (14,714) | (14,714) | |||||
Shares issued for options exercises (in shares) | 32,276 | ||||||
Shares issued for options exercises | 50 | 50 | |||||
Share-based compensation | 235 | 235 | |||||
Warrants issued | 611 | 622 | (11) | ||||
Cumulative translation adjustment | (2) | ||||||
Balance at end of period (in shares) at Sep. 30, 2020 | 1,536,527 | ||||||
Balance at end of period at Sep. 30, 2020 | $ 8 | 1,320 | 31,103 | (135,944) | (6,952) | ||
Total equity and temporary equity at beginning of period at Dec. 31, 2019 | (3,161) | ||||||
Total equity and temporary equity at end of period at Sep. 30, 2020 | $ (16,193) | ||||||
Temporary equity beginning balance (in shares) at Jun. 30, 2020 | [1] | 10,603,217 | |||||
Temporary equity beginning balance at Jun. 30, 2020 | [1] | $ 94,272 | |||||
Temporary equity ending balance (in shares) at Sep. 30, 2020 | [1] | 10,603,217 | |||||
Temporary equity ending balance at Sep. 30, 2020 | [1] | $ 94,272 | |||||
Balance at beginning of period (in shares) at Jun. 30, 2020 | 1,523,995 | ||||||
Balance at beginning of period at Jun. 30, 2020 | $ 8 | 1,315 | 31,019 | (133,456) | (6,952) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (2,488) | (2,488) | |||||
Shares issued for options exercises (in shares) | 12,532 | ||||||
Shares issued for options exercises | 19 | 19 | |||||
Share-based compensation | 65 | 65 | |||||
Warrants issued | 5 | 5 | |||||
Cumulative translation adjustment | 0 | ||||||
Balance at end of period (in shares) at Sep. 30, 2020 | 1,536,527 | ||||||
Balance at end of period at Sep. 30, 2020 | $ 8 | 1,320 | 31,103 | (135,944) | (6,952) | ||
Total equity and temporary equity at beginning of period at Jun. 30, 2020 | (13,794) | ||||||
Total equity and temporary equity at end of period at Sep. 30, 2020 | $ (16,193) | ||||||
Temporary equity beginning balance (in shares) at Dec. 31, 2020 | [1] | 0 | |||||
Temporary equity beginning balance at Dec. 31, 2020 | [1] | $ 0 | |||||
Temporary equity ending balance (in shares) at Sep. 30, 2021 | [1] | 0 | |||||
Temporary equity ending balance at Sep. 30, 2021 | [1] | $ 0 | |||||
Balance at beginning of period (in shares) at Dec. 31, 2020 | 31,816,020 | ||||||
Balance at beginning of period at Dec. 31, 2020 | 61,067 | $ 32 | 2,614 | 213,624 | (148,275) | (6,928) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | $ (31,189) | (31,189) | |||||
Shares issued for options exercises (in shares) | 144,101 | 144,101 | |||||
Shares issued for options exercises | $ 241 | 241 | |||||
Exercise of warrants (in shares) | 794,804 | ||||||
Exercise of warrants | 151 | $ 1 | (1,241) | 1,391 | |||
Share-based compensation | 948 | 948 | |||||
Cumulative translation adjustment | 0 | ||||||
Balance at end of period (in shares) at Sep. 30, 2021 | 32,754,925 | ||||||
Balance at end of period at Sep. 30, 2021 | 31,218 | $ 33 | 1,373 | 216,204 | (179,464) | (6,928) | |
Total equity and temporary equity at beginning of period at Dec. 31, 2020 | 61,067 | ||||||
Total equity and temporary equity at end of period at Sep. 30, 2021 | $ 31,218 | ||||||
Temporary equity beginning balance (in shares) at Jun. 30, 2021 | [1] | 0 | |||||
Temporary equity beginning balance at Jun. 30, 2021 | [1] | $ 0 | |||||
Temporary equity ending balance (in shares) at Sep. 30, 2021 | [1] | 0 | |||||
Temporary equity ending balance at Sep. 30, 2021 | [1] | $ 0 | |||||
Balance at beginning of period (in shares) at Jun. 30, 2021 | 32,583,734 | ||||||
Balance at beginning of period at Jun. 30, 2021 | $ 33 | 1,485 | 215,700 | (168,191) | (6,928) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (11,273) | (11,273) | |||||
Shares issued for options exercises (in shares) | 0 | ||||||
Shares issued for options exercises | 0 | 0 | |||||
Exercise of warrants (in shares) | 171,191 | ||||||
Exercise of warrants | 27 | $ 0 | (112) | 139 | |||
Share-based compensation | 365 | 365 | |||||
Cumulative translation adjustment | 0 | ||||||
Balance at end of period (in shares) at Sep. 30, 2021 | 32,754,925 | ||||||
Balance at end of period at Sep. 30, 2021 | 31,218 | $ 33 | $ 1,373 | $ 216,204 | $ (179,464) | $ (6,928) | |
Total equity and temporary equity at beginning of period at Jun. 30, 2021 | 42,099 | ||||||
Total equity and temporary equity at end of period at Sep. 30, 2021 | $ 31,218 | ||||||
[1] | $0.001 par value, 10,000,000 shares authorized at September 30, 2021 and December 31, 2020. $0.001 par value, 16,638,421 shares authorized at September 30, 2020. |
Consolidated Condensed Statem_3
Consolidated Condensed Statements of Shareholders' Equity (Deficit) (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Statement of Stockholders' Equity [Abstract] | |||
Redeemable preferred shares, par value (in USD per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Redeemable preferred shares, authorized (in shares) | 10,000,000 | 10,000,000 | 16,638,421 |
Consolidated Condensed Statem_4
Consolidated Condensed Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (31,189) | $ (14,714) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of property, plant, and equipment | 928 | 721 |
Amortization of intangible and leased assets, and debt discount | 877 | 525 |
Bad debt and other non cash receivables adjustments | 47 | 39 |
Interest accretion on debt and finance leases | 0 | 834 |
Unrealized foreign currency gain | 0 | (2) |
Other loss | 0 | 67 |
Share-based compensation expense | 948 | 235 |
Warrant expense | 0 | 174 |
PPP loan forgiveness gain | (161) | 0 |
Changes in operating assets and liabilities: | ||
Change in accounts receivable | 398 | (243) |
Change in inventory | (2,511) | (243) |
Change in prepaid expenses and other current assets | 772 | (117) |
Change in accounts payable, accrued expenses and other liabilities | 2,180 | 2,427 |
Change in contract liability | 42 | (4,694) |
Change in operating lease liability due to cash payments | (505) | (336) |
Net cash used in operating activities | (28,174) | (15,327) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (680) | (419) |
Payment of security deposits | (45) | (114) |
Purchase of intangible assets and other assets | (1,544) | (82) |
Net cash used in investing activities | (2,269) | (615) |
Cash flows from financing activities: | ||
Issuance of common shares upon exercise of options and warrants | 392 | 39 |
Issuance of preferred shares | 0 | 788 |
Proceeds from debt | 10,000 | 8,498 |
Payment of debt issuance costs | (624) | (69) |
Repayment of debt | (1,000) | 0 |
Payments on finance lease obligations | (46) | (16) |
Net cash provided by financing activities | 8,722 | 9,240 |
Net decrease in cash, cash equivalents and restricted cash | (21,721) | (6,702) |
Cash, cash equivalents and restricted cash at beginning of period | 57,996 | 8,849 |
Cash, cash equivalents and restricted cash at end of period | 36,275 | 2,147 |
Supplemental noncash investing and financing activities: | ||
Inventory transferred to property, plant and equipment | 1,075 | 1,182 |
Property, plant and equipment transferred to intangible assets | 46 | 0 |
Purchase of property, plant and equipment in accounts payable | 56 | 62 |
Purchase of intangible assets in accounts payable | 398 | 36 |
Conversion of other liability amount into warrants | 0 | 448 |
Lease liabilities arising from obtaining right of use assets: | ||
Operating leases | 2,177 | 590 |
Finance leases | $ 97 | $ 164 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NATURE OF OPERATIONS MedAvail Holdings, Inc., a Delaware corporation, or , MedAvail, or the Company, is a telehealth-enabled pharmacy technology company that has developed and commercialized an innovative self-service pharmacy, mobile application, kiosk and drive-thru solution. MedAvail's principal technology and product is the MedCenter, a pharmacist controlled, customer-interactive, prescription dispensing system akin to a “pharmacy in a box” or prescription-dispensing ATM. The MedCenter facilitates live pharmacist counselling via two-way audio-video communication with the ability to dispense prescription medicines under pharmacist control. MedAvail also operates SpotRx, or the Pharmacy, which is a full-service retail pharmacy utilizing the Company’s MedCenter technology. MedAvail also sells the MedCenter technology, which includes the MedCenter hardware, software, and related support services to customers such as healthcare providers and retailers for use within their own pharmacy operations. Relevant accounting standards require that management make a determination as to whether or not substantial doubt exists as to our ability to continue as a going concern. If substantial doubt does exist, then management should determine if there are plans in place which alleviate that doubt. For the current nine months ended September 30, 2021, the Company has a net loss of $31.2 million, and negative cash flows from operations of $28.2 million. The Company's accumulated deficit as of September 30, 2021 is $179.5 million. Management has determined that there is not substantial doubt as to the Company’s ability to continue as a going concern. Our current cash on hand combined with our current borrowing capacity is expected to provide liquidity for the Company to support operations and growth for at least the next 12 months from the date of issuance of these unaudited interim consolidated condensed financial statements. However, we may have to raise additional capital to continue to fund our operations. The amount and timing of our future funding requirements will depend on many factors, including the pace and results of our growth strategy and capital market conditions. Failure to raise capital as and when needed, on favorable terms or at all, would have a negative impact on our financial condition and our ability to develop our product candidates. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying unaudited consolidated condensed financial statements as of September 30, 2021 and for the three and nine months ended September 30, 2021 have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") for unaudited interim financial information. Accordingly, the unaudited interim consolidated condensed financial statements do not include all of the information and footnotes required by GAAP for audited financial statements. The consolidated condensed balance sheet as of December 31, 2020 was derived from the Company's audited consolidated financial statements but does not include all disclosures required by GAAP for audited financial statements. In the opinion of the Company's management, the interim information includes all adjustments, which include normal recurring adjustments, necessary for a fair statement of the results for the interim periods. The footnote disclosures related to the interim financial information included herein are also unaudited. Such financial information should be read in conjunction with the consolidated financial statements and related notes thereto for the year ended December 31, 2020 included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on March 31, 2021, or the 2020 Form 10-K. The preparation of financial statements in accordance with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. Actual results could differ from those estimates. Estimates are used in accounting for, among other things, revenue recognition, contract loss accruals, excess, slow-moving and obsolete inventories, product warranty accruals, loss accruals on service agreements, share-based compensation expense, allowance for doubtful accounts, depreciation and amortization and in-process research and development intangible assets, impairment of long-lived assets and contingencies. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated condensed financial statements in the period they are deemed to be necessary. The Company bases its estimates on the information available at the time, its experiences and various other assumptions believed to be reasonable under the circumstances including estimates of the impact of COVID-19. The extent to which COVID-19 impacts the Company’s business and financial results will depend on numerous evolving factors, including but not limited to, the severity and duration of COVID-19, the extent to which it will impact our clinic customers, employees, suppliers, vendors, and business partners. The Company assessed certain accounting matters that require consideration of estimates and assumptions in context with the information reasonably available to the Company and the unknown future impacts of COVID-19 as of September 30, 2021 and through the date of this report. The accounting matters assessed included, but were not limited to, the Company’s recoverability of, intangible and other long-lived assets including operating lease right-of-use assets. The Company’s future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in material impacts to the Company’s consolidated condensed financial statements in future reporting periods. Adjustments may be made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. Actual results may differ. Principles of consolidation The unaudited consolidated condensed financial statements include the accounts of all entities controlled by MedAvail Holdings, Inc., which are referred to as subsidiaries. The Company's subsidiaries include, MedAvail Technologies, Inc., MedAvail Technologies (US), Inc., MedAvail Pharmacy, Inc., and MedAvail, Inc. The Company has no interests in variable interest entities of which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS Measurement of Credit Losses on Financial Statements In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326)”- Measurement of Credit Losses on Financial Instruments”, (“ASU 2016-13”), supplemented by ASU 2018-19, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses”, (“ASU 2018-19”). The new standard requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 became effective for Public Business Entities who are SEC filers for fiscal years beginning after December 15, 2019, other than smaller reporting companies, all other public business entities and private companies, with early adoption permitted. This ASU will be effective beginning in the first quarter of our fiscal year 2023. The Company is currently evaluating the impact that this new guidance will have on its consolidated condensed financial statements and related disclosures. Recently Adopted Accounting Standards Simplifying the Accounting for Income Taxes In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”). This guidance removes certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. This guidance also clarifies and simplifies other areas of ASC 740. This ASU was effective beginning in the first quarter of our fiscal year 2021. Certain amendments in this update must be applied on a prospective basis, certain amendments must be applied on a retrospective basis, and certain amendments must be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings/(deficit) in the period of adoption. MedAvail assessed the impact of the new accounting standard on its consolidated condensed financial statements to facilitate its required adoption of the new standard on January 1, 2021. The adoption of ASU 2019-12 did not result in a material change to our consolidated condensed financial statements. Debt with Conversion and Other Options In August 2020, the FASB issued ASU No. 2020-06, “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Accounting For Convertible Instruments and Contracts in an Entity's Own Equity” (“ASU 2020-06”). The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted net income per share calculation in certain areas. MedAvail assessed the impact of the new accounting standard on its consolidated condensed financial statements to facilitate its early adoption of the new standard on January 1, 2021. The adoption of ASU 2020-06 did not result in a material change to our consolidated condensed financial statements. There were no recently issued and effective authoritative guidance that is expected to have a material impact on the Company’s consolidated condensed financial statements through the reporting date. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHAREBasic earnings (loss) per share is computed by dividing net income or loss available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings (loss) per share is computed by dividing net income or loss available to common stockholders by the weighted-average number of common shares plus the effect of dilutive potential common shares outstanding during the period. The following table presents warrants included in weighted average shares outstanding due to their insignificant exercise price, during the period they were outstanding up to when they were exercised. After these warrants were exercised the related issued and outstanding common shares are included in weighted average shares outstanding: Shares Issuance Date Exercise Date 118,228 May 9, 2018 May 10, 2021 309,698 February 11, 2020 May 10, 2021 84,911 June 29, 2020 May 10, 2021 58,518 November 18, 2020 May 10, 2021 During the three and nine months ended September 30, 2021 and 2020, there was no dilutive effect from stock options or other warrants due to the Company’s net loss position. Weighted average shares for historical periods have been adjusted for the effect of the 1.26 for 1 split on November 17, 2020. The following table sets forth the computation of basic and diluted earnings per share. Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except share and per share amounts) 2021 2020 2021 2020 Net loss - basic and diluted $ (11,273) $ (2,488) $ (31,189) $ (14,714) Weighted average shares - basic and diluted 32,750,831 2,045,686 32,580,199 1,936,015 Net loss per share - basic and diluted $ (0.34) $ (1.22) $ (0.96) $ (7.60) As of September 30, 2021 and 2020, there were 2.9 million and 2.2 million, respectively, of option awards outstanding that were not included in the diluted shares calculation because their inclusion would have been antidilutive. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Assets and liabilities measured at fair value on a recurring basis were as follows: Fair Value Hierarchy (In thousands) September 30, 2021 Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 35,875 $ 35,875 $ — $ — Restricted cash 400 400 — — Total assets $ 36,275 $ 36,275 $ — $ — Fair Value Hierarchy (In thousands) December 31, 2020 Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 57,936 $ 57,936 $ — $ — Restricted cash 60 60 — — Total assets $ 57,996 $ 57,996 $ — $ — The carrying amount of the Company’s short-term notes and PPP loan approximates fair value due to their short-term nature and the loans carry a current market rate, a Level 2 input. The carrying amount of the Company's term loan approximates fair value based upon market interest rates available to us for debt of similar risk and maturities, a Level 2 input. Refer to Note 7, Debt, for further information. |
BALANCE SHEET AND OTHER INFORMA
BALANCE SHEET AND OTHER INFORMATION | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BALANCE SHEET AND OTHER INFORMATION | BALANCE SHEET AND OTHER INFORMATION Restricted cash MedAvail considers cash to be restricted when withdrawal or general use is legally restricted. During the three months ended September 30, 2021, MedAvail recovered the prior $0.06 million restricted cash balance that was held as a guarantee for certain purchasing cards. During the same period, pursuant to a Loan and Security Agreement with Silicone Valley Bank (See Note 7), MedAvail issued letters of credit to secure certain operating leases, and MedAvail is required to maintain a $0.40 million balance with the bank to secure the outstanding letters of credit. Due to the nature of the deposit, the balance is classified as restricted cash. Restricted cash is included in the balance for cash presented in the statements of cash flows. Inventories The following table presents detail of inventory balances: September 30, December 31, (In thousands) 2021 2020 Inventories: MedCenter hardware $ 1,739 $ 1,655 Pharmacy 1,985 837 Spare parts 529 325 Total inventories $ 4,253 $ 2,817 Pharmacy inventory was recognized in pharmacy and hardware cost of sales at $5.0 million an $1.9 million during the three months ended September 30, 2021 and 2020, respectively, and $12.2 million and $4.8 million during the nine months ended September 30, 2021 and 2020, respectively. MedCenter hardware was recognized in pharmacy and hardware cost of sales at $0.13 million and $0.04 million during the three months ended September 30, 2021 and 2020, respectively, and $0.48 million and $0.14 million during the nine months ended September 30, 2021 and 2020, respectively. Property, plant and equipment The following tables present property, plant and equipment balances: Estimated useful lives September 30, December 31, (In thousands) 2021 2020 Property, plant and equipment: MedCenter equipment 5 years $ 5,268 $ 4,622 IT equipment 1 - 3 years 2,269 1,999 Leasehold improvements lesser of useful life or term of lease 866 799 General plant and equipment 5 - 8 years 567 353 Office furniture and equipment 5 - 8 years 369 329 Vehicles 5 years 54 54 Construction-in-process 534 90 Total historical cost 9,927 8,246 Accumulated depreciation (5,295) (4,451) Total property, plant and equipment, net $ 4,632 $ 3,795 Depreciation expense of property and equipment was $0.3 million and $0.3 million for the three months ended September 30, 2021 and 2020, respectively, and $0.9 million and $0.7 million for the nine months ended September 30, 2021 and 2020, respectively. Depreciation expense included in pharmacy and hardware cost of sales was $0.04 million and $0.05 million for the three months ended September 30, 2021 and 2020, respectively, and $0.13 million and $0.15 million for the nine months ended September 30, 2021 and 2020, respectively. Intangible assets The following table presents intangible asset balances: September 30, December 31, (In thousands) 2021 2020 Gross intangible assets: Intellectual property $ 3,857 $ 3,857 Software 3,731 1,815 Website and mobile application 583 583 Total intangible assets 8,171 6,255 Accumulated amortization: Intellectual property (3,857) (3,857) Software (1,781) (1,588) Website and mobile application (583) (583) Total accumulated amortization (6,221) (6,028) Total intangible assets, net $ 1,950 $ 227 Amortization expense of intangible assets was $0.09 million and $0.01 million for the three months ended September 30, 2021 and 2020, respectively, and $0.19 million and $0.07 million for the nine months ended September 30, 2021 and 2020, respectively, and are included in operating expenses. Software includes internal use software costs that are accounted for in accordance with ASC 350. Costs associated with application development are capitalized as intangible assets. All other costs including planning, training, and conceptual evaluation are expensed. Lessee leases Balance sheet amounts for lease assets and leases liabilities are as follows: September 30, December 31, (In thousands) 2021 2020 Assets: Operating $ 2,720 $ 1,108 Finance 182 131 Total assets $ 2,902 $ 1,239 Liabilities: Operating: Current $ 661 $ 612 Long-term 2,178 572 Finance: Current 81 53 Long-term 101 79 Total liabilities $ 3,021 $ 1,316 The following table summarizes the weighted-average remaining lease term and weighted-average discount rate related to the Company’s leases as follows: September 30, December 31, (In thousands) 2021 2020 Finance leases: Weighted-average remaining lease term (years) 1.8 2.4 Weighted-average discount rate 8.7 % 6.0 % Operating leases: Weighted-average remaining lease term (years) 4.1 2.5 Weighted-average discount rate 6.8 % 6.0 % Maturities of operating leases liabilities are as follows, in thousands: Remaining period in 2021 $ 176 2022 884 2023 773 2024 562 2025 478 2026 410 Thereafter 26 Total lease payments 3,309 Less: present value discount (470) Total leases $ 2,839 Maturities of finance lease liabilities are as follows, in thousands: Remaining period in 2021 $ 24 2022 95 2023 65 2024 19 2025 — 2026 — Thereafter — Total finance lease payments 203 Less: imputed interest (21) Total leases $ 182 Operating lease expense was $0.3 million and $0.2 million for the three months ended September 30, 2021 and 2020, respectively, and $0.7 million and $0.5 million for the nine months ended September 30, 2021 and 2020, respectively. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The following table presents debt balances at September 30, 2021 and December 31, 2020: September 30, December 31, (In thousands) 2021 2020 Short-term note due May 2021 $ — $ 1,000 Short-term note due November 2021 1,000 1,000 PPP loan — 161 Term loan 10,039 — Term loan issuance costs, net (573) — Total debt, net 10,466 2,161 Less short term debt (1,000) (2,161) Long-term debt, net $ 9,466 $ — Short-term notes The notes do not accrue interest and may be repaid early without penalty. On May 14, 2021 the Company repaid $1.0 million on the Short-term note in accordance with the maturity schedule. PPP loan MedAvail received forgiveness approval of the loan on March 30, 2021 in accordance with the terms of the CARES Act. Term loan On June 7, 2021, the Company entered into a Loan and Security Agreement, or the Loan Agreement, with Silicon Valley Bank and SVB Innovation Credit Fund VIII, L.P., pursuant to which we borrowed $10.0 million in aggregate initial term loans, or the Initial Loans. The Company may borrow up to an additional $20.0 million in aggregate term loans (or, together with the Initial Loans, the Loans) on or before April 30, 2022, subject to no material adverse change or event of default (each as defined in the Loan Agreement) having occurred and continuing. The Loans and the Company's obligations under the Loan Agreement are guaranteed by certain of our subsidiaries and are secured by substantially all of the assets of the Company and its subsidiary guarantors. The Loans mature on April 1, 2026. Principal repayment will commence on May 1, 2024 in equal monthly installments of the outstanding Loan balance through the maturity date. The Loans bear interest at a floating rate equal to the greater of 7.25% or the Prime Rate plus 4.0% (7.25% at September 30, 2021). The Company may elect to prepay the Loans, in whole but not in part, at any time. If the Company elects to voluntarily prepay the Loans before the scheduled maturity date, the Company is required to pay the lenders a prepayment premium, equal to 3.0% of the outstanding principal balance if the prepayment occurs on or before June 7, 2022, 2.0% of the outstanding principal balance if the prepayment occurs on or before June 7, 2023, or 1.0% for a prepayment made after June 7, 2023, but before the scheduled maturity date. A prepayment premium is also applicable to a mandatory prepayment of the Loans upon an acceleration of the Loans. Upon a voluntary or mandatory prepayment of the Loans, the Company is also required to pay the lenders’ expenses and all accrued but unpaid interest on the Loans through the prepayment date. A final payment fee equal to 4.75% of the original principal amount of the Loans advanced will be due at the earlier of the maturity date, acceleration of the Loans, or a voluntary or mandatory prepayment of the Loans. The final payment fee is accreted to the Loan balance over the loan term using the effective interest method. The Loan Agreement includes customary representations and covenants that, subject to exceptions and qualifications, restrict the Company's ability to do the following things: engage in mergers, acquisitions, and asset sales; transact with affiliates; undergo a change in control; engage in businesses that are not related to existing business; add or change business locations; incur additional indebtedness; incur additional liens; make loans and investments; declare dividends or redeem or repurchase equity interests; and make certain amendments or payments in respect of any subordinated debt. In addition, the Loan Agreement contains customary affirmative covenants, including covenants regarding the payment of taxes and other obligations, maintenance of insurance, maintenance of our bank accounts, protection of our intellectual property, reporting requirements, compliance with applicable laws and regulations, and formation or acquisition of new subsidiaries. Upon the occurrence and during the continuance of an event of default, the lenders may declare all outstanding principal and accrued and unpaid interest under the Loan Agreement immediately due and payable and may exercise the other rights and remedies provided for under the Loan Agreement and related loan documents. The events of default under the Loan Agreement include, subject to grace periods in certain instances, payment defaults, breaches of covenants or representations and warranties, a material adverse change as defined in the Loan Agreement and with respect to certain governmental approvals, material judgments and attachments, cross defaults with certain other material indebtedness, bankruptcy and insolvency events with respect to the Company and its subsidiaries, and delisting of the Company's shares from NASDAQ. Loan issuance costs of $0.6 million are included in long term debt and are amortized to interest expense over the loan term using the effective interest method. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company incurred minimal income tax expense for the three and nine months ended September 30, 2021, respectively, due to ongoing losses and minimum state income tax obligations. The effective income tax rate in each period differed from the federal statutory tax rate of 21% primarily as a result of the ongoing losses. As of September 30, 2021, the Company recorded a full valuation allowance against all of its net deferred tax assets due to the uncertainty surrounding the Company’s ability to utilize these assets in the future. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Following MYOS Rens Technology Inc.’s, or MYOS’s and MedAvail, Inc.’s, or MAI's, announcement of the execution of the Merger Agreement on June 30, 2020, MYOS received separate litigation demands from purported MYOS stockholders on September 16, 2020 and October 20, 2020, respectively seeking certain additional disclosures in the Form S-4 Registration Statement filed with the Securities and Exchange Commission on September 2, 2020, collectively, the Demands. Thereafter, on September 23, 2020, a complaint regarding the transactions contemplated within the Merger Agreement was filed in the Supreme Court of the State of New York, County of New York, captioned Faasse v. MYOS RENS Technology Inc., et. al., Index No.: 654644/2020 (NY Supreme Ct., NY Cnty., September 23, 2020), or the New York Complaint. On October 12, 2020, a second complaint regarding the transactions was filed in the District Court of Nevada, Clark County Nevada, captioned Vigil v. Mannello, et. al., Case No. A-20-822848-C, or the Nevada Complaint, and together with the New York Complaint, the Complaints, and collectively with the Demands, the Litigation. The Demands and the Complaints that comprise the Litigation generally alleged that the directors of MYOS breached their fiduciary duties by entering into the Merger Agreement, and MYOS and MAI disseminated an incomplete and misleading Form S-4 Registration Statement. The New York Complaint also alleged MedAvail aided and abetted such breach of fiduciary duties. MYOS and MAI believe that the claims asserted in the Litigation are without merit, and believe that the Form S-4 Registration Statement disclosed all material information concerning the Merger and no supplemental disclosure is required under applicable law. However, in order to avoid the risk of the Litigation delaying or adversely affecting the Merger and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, MYOS determined to voluntarily supplement the Form S-4 Registration Statement as described in the Current Report on Form 8-K on November 2, 2020. Subsequently, the Nevada Complaint and the New York Complaint were voluntarily dismissed. The remainder of the Litigation remains outstanding. MYOS and MAI specifically deny all allegations in the Litigation and/or that any additional disclosure was or is required. |
SHARE-BASED COMPENSATION EXPENS
SHARE-BASED COMPENSATION EXPENSE AND WARRANTS | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
SHARE-BASED COMPENSATION EXPENSE AND WARRANTS | SHARE-BASED COMPENSATION AND WARRANTS Share-based compensation The following table presents the Company's expense related to share-based compensation, in thousands: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Share-based compensation $ 365 $ 65 $ 948 $ 235 The share-based compensation expense for the three and nine months ended September 30, 2021, included $0.03 million from 2020 ESPP expense. Expense remaining to be recognized for unvested awards from the 2012, 2018, and 2020 plans as of September 30, 2021 was $3.8 million, which will be recognized on a weighted average basis over the next 3.0 years. The following table presents the Company's outstanding option awards activity during the nine months ended September 30, 2021: (in thousands, except for share and per share amounts) Number of Awards Weighted Average Exercise Price Weighted Average Share Price on Date of Exercise Weighted Average Fair Value Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding, beginning of period 2,439,020 $ 1.59 $ 0.77 $ 32,791 Granted 670,850 8.14 4.44 — Exercised/Released (144,101) 1.67 $ 14.66 0.83 1,872 Cancelled/Forfeited (1,909) 1.65 0.83 24 Outstanding, end of period 2,963,860 $ 3.05 $ 1.59 7.99 $ 3,173 Vested and exercisable, end of the period 1,854,062 1.88 0.91 7.34 2,438 Vested and unvested exercisable, end of the period 1,854,062 1.88 0.91 7.34 2,348 Vested and expected to vest, end of the period 2,865,212 2.98 1.55 7.95 3,122 During the nine months ended September 30, 2021, the Company granted approximately 285,899 restricted stock units or RSUs to employees with a weighted average fair value of $6.50 per RSU and total aggregate intrinsic value of $1.9 million. None of the RSUs were vested as of September 30, 2021, and expense remaining to be recognized for unvested awards of $1.4 million will be recognized on a weighted average basis over the next 2.7 years. As of September 30, 2021 and December 31, 2020, there was an aggregate of 4.2 million and 5.0 million shares of common stock, respectively, available for grant under the 2020 Plan. Warrants During the nine months ended September 30, 2021 no warrants were issued. During the nine months ended September 30, 2021, warrants were exercised in exchange for issuing 794,804 shares of the Company’s common stock with total cash proceeds of $151 thousand. Warrants exercised during the nine months ended September 30, 2021, included 565,496 held by related parties (investors), with 626,339 related party warrants outstanding as of September 30, 2021. |
REVENUE AND SEGMENT REPORTING
REVENUE AND SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
REVENUE AND SEGMENT REPORTING | REVENUE AND SEGMENT REPORTINGOperating segments are the individual operations that the chief operating decision maker ("CODM"), who is our chief executive officer, reviews for purposes of assessing performance and making resource allocation decisions. The CODM currently receives the monthly management report which includes information to assess performance. The retail pharmacy services and pharmacy technology operating segments both engage in different business activities from which they earn revenues and incur expenses. The Company has the following two reportable segments: Retail Pharmacy Services Segment Retail pharmacy services segment revenue consists of products sold directly to consumers at the point of sale. MedAvail recognizes retail pharmacy sales revenue, net of taxes and expected returns, at the time it sells merchandise or dispenses prescription drugs to the customer. The Company estimates revenue based on expected reimbursements from third-party payers (e.g., pharmacy benefit managers, insurance companies and governmental agencies) for dispensing prescription drugs. The estimates are based on all available information including historical experience and are updated to actual reimbursement amounts. Pharmacy Technology Segment The pharmacy technology segment consists of sales and subscriptions of MedPlatform systems to customers. These agreements include providing the MedCenter prescription dispensing kiosk, software, and maintenance services. This generally includes either an initial lump sum payment upon installation of the MedCenter with monthly payments for software and services following, or monthly payments for the MedCenter along with monthly payments for software and maintenance services for subscription agreements. In September 2020, the Company and a significant customer agreed that MedAvail had no further obligation to the customer and therefore would have no additional deliverables related to the contract liability balance, of which $4.7 million was outstanding as of December 31, 2019. As such, the Company recognized $4.7 million of revenue related to this contract during 2020. The contract revenue recognized consisted of $1.5 million of hardware sales revenue and $3.2 million of software integration for contract obligations for software programming and hardware development that were in progress but not completed. The following table presents sales and costs of sales by segment, in thousands: Retail Pharmacy Services Pharmacy Technology Total Three Months Ended September 30, 2021 Sales: Pharmacy and hardware sales: Retail pharmacy sales $ 5,445 $ — $ 5,445 Hardware — 106 106 Subscription sales — 108 108 Total pharmacy and hardware sales 5,445 214 5,659 Service sales: Software integration — — — Software — 51 51 Maintenance and support — 44 44 Installation — 11 11 Professional services and other — 27 27 Total service sales — 133 133 Total sales 5,445 347 5,792 Cost of sales 5,366 240 5,606 Gross profit $ 79 $ 107 $ 186 Retail Pharmacy Services Pharmacy Technology (1) Total Three Months Ended September 30, 2020 Sales: Pharmacy and hardware sales: Retail pharmacy sales $ 2,186 $ — $ 2,186 Hardware — 1,625 1,625 Subscription sales — 115 115 Total pharmacy and hardware sales 2,186 1,740 3,926 Service sales: Software integration — 3,168 3,168 Software — 15 15 Maintenance and support — 17 17 Installation — — — Professional services and other — 19 19 Total service sales — 3,219 3,219 Total sales 2,186 4,959 7,145 Cost of sales 2,042 120 2,162 Gross profit $ 144 $ 4,839 $ 4,983 (1) Includes $1.5 million of hardware sales and $3.2 million of software integration sales associated with a non-recurring commercial agreement . Retail Pharmacy Services Pharmacy Technology Total Nine Months Ended September 30, 2021 Sales: Pharmacy and hardware sales: Retail pharmacy sales $ 13,357 $ — $ 13,357 Hardware — 470 470 Subscription sales — 338 338 Total pharmacy and hardware sales 13,357 808 14,165 Service sales: Software integration — — — Software — 125 125 Maintenance and support — 115 115 Installation — 39 39 Professional services and other — 405 405 Total service sales — 684 684 Total sales 13,357 1,492 14,849 Cost of sales 13,130 1,040 14,170 Gross profit $ 227 $ 452 $ 679 Retail Pharmacy Services Pharmacy Technology (1) Total Nine Months Ended September 30, 2020 Sales: Pharmacy and hardware sales: Retail pharmacy sales $ 5,196 $ — $ 5,196 Hardware — 2,048 2,048 Subscription sales — 343 343 Total pharmacy and hardware sales 5,196 2,391 7,587 Service sales: Software integration — 3,168 3,168 Software — 25 25 Maintenance and support — 40 40 Installation — 28 28 Professional services and other — 20 20 Total service sales — 3,281 3,281 Total sales 5,196 5,672 10,868 Cost of sales 5,059 400 5,459 Gross profit $ 137 $ 5,272 $ 5,409 (1) Includes $1.5 million of hardware sales and $3.2 million of software integration sales associated with a non-recurring commercial agreement. The following table presents assets and liabilities by segment, in thousands: Retail Pharmacy Services Pharmacy Technology Corporate Total September 30, 2021 Assets $ 11,867 $ 4,740 $ 35,490 $ 52,097 Liabilities $ 5,976 $ 4,108 $ 10,795 $ 20,879 December 31, 2020 Assets $ 6,012 $ 5,547 $ 57,772 $ 69,331 Liabilities $ 2,203 $ 3,422 $ 2,639 $ 8,264 The following table presents long-lived assets, which include property, plant, and equipment and right-of-use-assets by geographic region, based on the physical location of the assets, in thousands: September 30, December 31, 2021 2020 Long-lived assets: United States $ 7,108 $ 4,533 Canada 426 501 Total long-lived assets $ 7,534 $ 5,034 |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying unaudited consolidated condensed financial statements as of September 30, 2021 and for the three and nine months ended September 30, 2021 have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") for unaudited interim financial information. Accordingly, the unaudited interim consolidated condensed financial statements do not include all of the information and footnotes required by GAAP for audited financial statements. The consolidated condensed balance sheet as of December 31, 2020 was derived from the Company's audited consolidated financial statements but does not include all disclosures required by GAAP for audited financial statements. In the opinion of the Company's management, the interim information includes all adjustments, which include normal recurring adjustments, necessary for a fair statement of the results for the interim periods. The footnote disclosures related to the interim financial information included herein are also unaudited. Such financial information should be read in conjunction with the consolidated financial statements and related notes thereto for the year ended December 31, 2020 included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on March 31, 2021, or the 2020 Form 10-K. The preparation of financial statements in accordance with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. Actual results could differ from those estimates. Estimates are used in accounting for, among other things, revenue recognition, contract loss accruals, excess, slow-moving and obsolete inventories, product warranty accruals, loss accruals on service agreements, share-based compensation expense, allowance for doubtful accounts, depreciation and amortization and in-process research and development intangible assets, impairment of long-lived assets and contingencies. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated condensed financial statements in the period they are deemed to be necessary. The Company bases its estimates on the information available at the time, its experiences and various other assumptions believed to be reasonable under the circumstances including estimates of the impact of COVID-19. The extent to which COVID-19 impacts the Company’s business and financial results will depend on numerous evolving factors, including but not limited to, the severity and duration of COVID-19, the extent to which it will impact our clinic customers, employees, suppliers, vendors, and business partners. The Company assessed certain accounting matters that require consideration of estimates and assumptions in context with the information reasonably available to the Company and the unknown future impacts of COVID-19 as of September 30, 2021 and through the date of this report. The accounting matters assessed included, but were not limited to, the Company’s recoverability of, intangible and other long-lived assets including operating lease right-of-use assets. The Company’s future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in |
Principles of consolidation | Principles of consolidation The unaudited consolidated condensed financial statements include the accounts of all entities controlled by MedAvail Holdings, Inc., which are referred to as subsidiaries. The Company's subsidiaries include, MedAvail Technologies, Inc., MedAvail Technologies (US), Inc., MedAvail Pharmacy, Inc., and MedAvail, Inc. The Company has no interests in variable interest entities of which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated. |
Recently Adopted Accounting Standards | Measurement of Credit Losses on Financial Statements In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326)”- Measurement of Credit Losses on Financial Instruments”, (“ASU 2016-13”), supplemented by ASU 2018-19, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses”, (“ASU 2018-19”). The new standard requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 became effective for Public Business Entities who are SEC filers for fiscal years beginning after December 15, 2019, other than smaller reporting companies, all other public business entities and private companies, with early adoption permitted. This ASU will be effective beginning in the first quarter of our fiscal year 2023. The Company is currently evaluating the impact that this new guidance will have on its consolidated condensed financial statements and related disclosures. Recently Adopted Accounting Standards Simplifying the Accounting for Income Taxes In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”). This guidance removes certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. This guidance also clarifies and simplifies other areas of ASC 740. This ASU was effective beginning in the first quarter of our fiscal year 2021. Certain amendments in this update must be applied on a prospective basis, certain amendments must be applied on a retrospective basis, and certain amendments must be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings/(deficit) in the period of adoption. MedAvail assessed the impact of the new accounting standard on its consolidated condensed financial statements to facilitate its required adoption of the new standard on January 1, 2021. The adoption of ASU 2019-12 did not result in a material change to our consolidated condensed financial statements. Debt with Conversion and Other Options In August 2020, the FASB issued ASU No. 2020-06, “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Accounting For Convertible Instruments and Contracts in an Entity's Own Equity” (“ASU 2020-06”). The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted net income per share calculation in certain areas. MedAvail assessed the impact of the new accounting standard on its consolidated condensed financial statements to facilitate its early adoption of the new standard on January 1, 2021. The adoption of ASU 2020-06 did not result in a material change to our consolidated condensed financial statements. There were no recently issued and effective authoritative guidance that is expected to have a material impact on the Company’s consolidated condensed financial statements through the reporting date. |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Warrants Included in Earnings per Share | The following table presents warrants included in weighted average shares outstanding due to their insignificant exercise price, during the period they were outstanding up to when they were exercised. After these warrants were exercised the related issued and outstanding common shares are included in weighted average shares outstanding: Shares Issuance Date Exercise Date 118,228 May 9, 2018 May 10, 2021 309,698 February 11, 2020 May 10, 2021 84,911 June 29, 2020 May 10, 2021 58,518 November 18, 2020 May 10, 2021 |
Schedule of Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share. Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except share and per share amounts) 2021 2020 2021 2020 Net loss - basic and diluted $ (11,273) $ (2,488) $ (31,189) $ (14,714) Weighted average shares - basic and diluted 32,750,831 2,045,686 32,580,199 1,936,015 Net loss per share - basic and diluted $ (0.34) $ (1.22) $ (0.96) $ (7.60) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | Assets and liabilities measured at fair value on a recurring basis were as follows: Fair Value Hierarchy (In thousands) September 30, 2021 Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 35,875 $ 35,875 $ — $ — Restricted cash 400 400 — — Total assets $ 36,275 $ 36,275 $ — $ — Fair Value Hierarchy (In thousands) December 31, 2020 Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 57,936 $ 57,936 $ — $ — Restricted cash 60 60 — — Total assets $ 57,996 $ 57,996 $ — $ — |
BALANCE SHEET AND OTHER INFOR_2
BALANCE SHEET AND OTHER INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventory | The following table presents detail of inventory balances: September 30, December 31, (In thousands) 2021 2020 Inventories: MedCenter hardware $ 1,739 $ 1,655 Pharmacy 1,985 837 Spare parts 529 325 Total inventories $ 4,253 $ 2,817 |
Schedule of Property, Plant and Equipment and Useful Lives | The following tables present property, plant and equipment balances: Estimated useful lives September 30, December 31, (In thousands) 2021 2020 Property, plant and equipment: MedCenter equipment 5 years $ 5,268 $ 4,622 IT equipment 1 - 3 years 2,269 1,999 Leasehold improvements lesser of useful life or term of lease 866 799 General plant and equipment 5 - 8 years 567 353 Office furniture and equipment 5 - 8 years 369 329 Vehicles 5 years 54 54 Construction-in-process 534 90 Total historical cost 9,927 8,246 Accumulated depreciation (5,295) (4,451) Total property, plant and equipment, net $ 4,632 $ 3,795 |
Schedule of Finite-Lived Intangible Assets | The following table presents intangible asset balances: September 30, December 31, (In thousands) 2021 2020 Gross intangible assets: Intellectual property $ 3,857 $ 3,857 Software 3,731 1,815 Website and mobile application 583 583 Total intangible assets 8,171 6,255 Accumulated amortization: Intellectual property (3,857) (3,857) Software (1,781) (1,588) Website and mobile application (583) (583) Total accumulated amortization (6,221) (6,028) Total intangible assets, net $ 1,950 $ 227 |
Schedule of Lease Assets and Liabilities | Balance sheet amounts for lease assets and leases liabilities are as follows: September 30, December 31, (In thousands) 2021 2020 Assets: Operating $ 2,720 $ 1,108 Finance 182 131 Total assets $ 2,902 $ 1,239 Liabilities: Operating: Current $ 661 $ 612 Long-term 2,178 572 Finance: Current 81 53 Long-term 101 79 Total liabilities $ 3,021 $ 1,316 The following table summarizes the weighted-average remaining lease term and weighted-average discount rate related to the Company’s leases as follows: September 30, December 31, (In thousands) 2021 2020 Finance leases: Weighted-average remaining lease term (years) 1.8 2.4 Weighted-average discount rate 8.7 % 6.0 % Operating leases: Weighted-average remaining lease term (years) 4.1 2.5 Weighted-average discount rate 6.8 % 6.0 % |
Schedule of Maturities of Operating Lease Liabilities | Maturities of operating leases liabilities are as follows, in thousands: Remaining period in 2021 $ 176 2022 884 2023 773 2024 562 2025 478 2026 410 Thereafter 26 Total lease payments 3,309 Less: present value discount (470) Total leases $ 2,839 |
Schedule of Maturities of Finance Lease Liabilities | Maturities of finance lease liabilities are as follows, in thousands: Remaining period in 2021 $ 24 2022 95 2023 65 2024 19 2025 — 2026 — Thereafter — Total finance lease payments 203 Less: imputed interest (21) Total leases $ 182 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table presents debt balances at September 30, 2021 and December 31, 2020: September 30, December 31, (In thousands) 2021 2020 Short-term note due May 2021 $ — $ 1,000 Short-term note due November 2021 1,000 1,000 PPP loan — 161 Term loan 10,039 — Term loan issuance costs, net (573) — Total debt, net 10,466 2,161 Less short term debt (1,000) (2,161) Long-term debt, net $ 9,466 $ — |
SHARE-BASED COMPENSATION EXPE_2
SHARE-BASED COMPENSATION EXPENSE AND WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of MedAvail Share-based Compensation Expense | The following table presents the Company's expense related to share-based compensation, in thousands: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Share-based compensation $ 365 $ 65 $ 948 $ 235 |
Share-based Payment Arrangement, Option, Activity | The following table presents the Company's outstanding option awards activity during the nine months ended September 30, 2021: (in thousands, except for share and per share amounts) Number of Awards Weighted Average Exercise Price Weighted Average Share Price on Date of Exercise Weighted Average Fair Value Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding, beginning of period 2,439,020 $ 1.59 $ 0.77 $ 32,791 Granted 670,850 8.14 4.44 — Exercised/Released (144,101) 1.67 $ 14.66 0.83 1,872 Cancelled/Forfeited (1,909) 1.65 0.83 24 Outstanding, end of period 2,963,860 $ 3.05 $ 1.59 7.99 $ 3,173 Vested and exercisable, end of the period 1,854,062 1.88 0.91 7.34 2,438 Vested and unvested exercisable, end of the period 1,854,062 1.88 0.91 7.34 2,348 Vested and expected to vest, end of the period 2,865,212 2.98 1.55 7.95 3,122 |
REVENUE AND SEGMENT REPORTING (
REVENUE AND SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Revenue and Costs of Sales by Segment | The following table presents sales and costs of sales by segment, in thousands: Retail Pharmacy Services Pharmacy Technology Total Three Months Ended September 30, 2021 Sales: Pharmacy and hardware sales: Retail pharmacy sales $ 5,445 $ — $ 5,445 Hardware — 106 106 Subscription sales — 108 108 Total pharmacy and hardware sales 5,445 214 5,659 Service sales: Software integration — — — Software — 51 51 Maintenance and support — 44 44 Installation — 11 11 Professional services and other — 27 27 Total service sales — 133 133 Total sales 5,445 347 5,792 Cost of sales 5,366 240 5,606 Gross profit $ 79 $ 107 $ 186 Retail Pharmacy Services Pharmacy Technology (1) Total Three Months Ended September 30, 2020 Sales: Pharmacy and hardware sales: Retail pharmacy sales $ 2,186 $ — $ 2,186 Hardware — 1,625 1,625 Subscription sales — 115 115 Total pharmacy and hardware sales 2,186 1,740 3,926 Service sales: Software integration — 3,168 3,168 Software — 15 15 Maintenance and support — 17 17 Installation — — — Professional services and other — 19 19 Total service sales — 3,219 3,219 Total sales 2,186 4,959 7,145 Cost of sales 2,042 120 2,162 Gross profit $ 144 $ 4,839 $ 4,983 (1) Includes $1.5 million of hardware sales and $3.2 million of software integration sales associated with a non-recurring commercial agreement . Retail Pharmacy Services Pharmacy Technology Total Nine Months Ended September 30, 2021 Sales: Pharmacy and hardware sales: Retail pharmacy sales $ 13,357 $ — $ 13,357 Hardware — 470 470 Subscription sales — 338 338 Total pharmacy and hardware sales 13,357 808 14,165 Service sales: Software integration — — — Software — 125 125 Maintenance and support — 115 115 Installation — 39 39 Professional services and other — 405 405 Total service sales — 684 684 Total sales 13,357 1,492 14,849 Cost of sales 13,130 1,040 14,170 Gross profit $ 227 $ 452 $ 679 Retail Pharmacy Services Pharmacy Technology (1) Total Nine Months Ended September 30, 2020 Sales: Pharmacy and hardware sales: Retail pharmacy sales $ 5,196 $ — $ 5,196 Hardware — 2,048 2,048 Subscription sales — 343 343 Total pharmacy and hardware sales 5,196 2,391 7,587 Service sales: Software integration — 3,168 3,168 Software — 25 25 Maintenance and support — 40 40 Installation — 28 28 Professional services and other — 20 20 Total service sales — 3,281 3,281 Total sales 5,196 5,672 10,868 Cost of sales 5,059 400 5,459 Gross profit $ 137 $ 5,272 $ 5,409 (1) Includes $1.5 million of hardware sales and $3.2 million of software integration sales associated with a non-recurring commercial agreement. |
Schedule of Assets and Liabilities by Segment | The following table presents assets and liabilities by segment, in thousands: Retail Pharmacy Services Pharmacy Technology Corporate Total September 30, 2021 Assets $ 11,867 $ 4,740 $ 35,490 $ 52,097 Liabilities $ 5,976 $ 4,108 $ 10,795 $ 20,879 December 31, 2020 Assets $ 6,012 $ 5,547 $ 57,772 $ 69,331 Liabilities $ 2,203 $ 3,422 $ 2,639 $ 8,264 The following table presents long-lived assets, which include property, plant, and equipment and right-of-use-assets by geographic region, based on the physical location of the assets, in thousands: September 30, December 31, 2021 2020 Long-lived assets: United States $ 7,108 $ 4,533 Canada 426 501 Total long-lived assets $ 7,534 $ 5,034 |
NATURE OF OPERATIONS (Details)
NATURE OF OPERATIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net loss | $ (11,273) | $ (2,488) | $ (31,189) | $ (14,714) | |
Operating cash flows | (28,174) | $ (15,327) | |||
Accumulated deficit | $ (179,464) | $ (179,464) | $ (148,275) |
EARNINGS (LOSS) PER SHARE - War
EARNINGS (LOSS) PER SHARE - Warrants Included in Earnings per Share (Details) | 9 Months Ended |
Sep. 30, 2021shares | |
Warrants Issued May 9, 2018 | |
Common | |
Warrants (in shares) | 118,228 |
Warrants Issued February 11, 2020 | |
Common | |
Warrants (in shares) | 309,698 |
Warrants Issued June 29, 2020 | |
Common | |
Warrants (in shares) | 84,911 |
Warrants Issued November 18, 2020 | |
Common | |
Warrants (in shares) | 58,518 |
EARNINGS (LOSS) PER SHARE - Nar
EARNINGS (LOSS) PER SHARE - Narrative (Details) shares in Millions | Nov. 17, 2020 | Sep. 30, 2021shares | Sep. 30, 2020shares |
Earnings Per Share [Abstract] | |||
Stock split, conversion ratio | 1.26 | ||
Potentially dilutive option awards excluded from earnings per share calculation (in shares) | 2.9 | 2.2 |
EARNINGS (LOSS) PER SHARE - Cal
EARNINGS (LOSS) PER SHARE - Calculation of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Net loss - basic and diluted | $ (11,273) | $ (2,488) | $ (31,189) | $ (14,714) |
Weighted average shares outstanding - basic (in shares) | 32,750,831 | 2,045,686 | 32,580,199 | 1,936,015 |
Weighted average shares outstanding - diluted (in shares) | 32,750,831 | 2,045,686 | 32,580,199 | 1,936,015 |
Net loss per share - basic (in USD per share) | $ (0.34) | $ (1.22) | $ (0.96) | $ (7.60) |
Net loss per share - diluted (in USD per share) | $ (0.34) | $ (1.22) | $ (0.96) | $ (7.60) |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 35,875 | $ 57,936 |
Restricted cash | 400 | 60 |
Total assets | 36,275 | 57,996 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 35,875 | 57,936 |
Restricted cash | 400 | 60 |
Total assets | 36,275 | 57,996 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Total assets | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Total assets | $ 0 | $ 0 |
BALANCE SHEET AND OTHER INFOR_3
BALANCE SHEET AND OTHER INFORMATION - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Inventory [Line Items] | |||||
Restricted cash | $ 400 | $ 400 | $ 60 | ||
Depreciation of property, plant, and equipment | 300 | $ 300 | 928 | $ 721 | |
Depreciation included in cost of sales | 40 | 50 | 130 | 150 | |
Amortization of intangible assets | 90 | 10 | 190 | 70 | |
Operating lease, expense | 300 | 200 | 700 | 500 | |
Pharmacy | |||||
Inventory [Line Items] | |||||
Inventory recognized as cost of sales | 5,000 | 1,900 | 12,200 | 4,800 | |
MedCenter | |||||
Inventory [Line Items] | |||||
Inventory recognized as cost of sales | 130 | $ 40 | 480 | $ 140 | |
Guarantee for Purchasing Cards | |||||
Inventory [Line Items] | |||||
Cash released from restriction | 60 | ||||
Letter of Credit Security | |||||
Inventory [Line Items] | |||||
Restricted cash | $ 400 | $ 400 |
BALANCE SHEET AND OTHER INFOR_4
BALANCE SHEET AND OTHER INFORMATION - Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
MedCenter hardware | $ 1,739 | $ 1,655 |
Pharmacy | 1,985 | 837 |
Spare parts | 529 | 325 |
Total inventories | $ 4,253 | $ 2,817 |
BALANCE SHEET AND OTHER INFOR_5
BALANCE SHEET AND OTHER INFORMATION - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Historical cost | $ 9,927 | $ 8,246 |
Accumulated depreciation | (5,295) | (4,451) |
Total property, plant and equipment, net | $ 4,632 | 3,795 |
MedCenter equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of fixed assets | 5 years | |
Historical cost | $ 5,268 | 4,622 |
IT equipment | ||
Property, Plant and Equipment [Line Items] | ||
Historical cost | $ 2,269 | 1,999 |
IT equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of fixed assets | 1 year | |
IT equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of fixed assets | 3 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Historical cost | $ 866 | 799 |
General plant and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Historical cost | $ 567 | 353 |
General plant and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of fixed assets | 5 years | |
General plant and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of fixed assets | 8 years | |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Historical cost | $ 369 | 329 |
Office furniture and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of fixed assets | 5 years | |
Office furniture and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of fixed assets | 8 years | |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of fixed assets | 5 years | |
Historical cost | $ 54 | 54 |
Construction-in-process | ||
Property, Plant and Equipment [Line Items] | ||
Historical cost | $ 534 | $ 90 |
BALANCE SHEET AND OTHER INFOR_6
BALANCE SHEET AND OTHER INFORMATION - Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | $ 8,171 | $ 6,255 |
Accumulated amortization | (6,221) | (6,028) |
Total intangible assets, net | 1,950 | 227 |
Intellectual property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | 3,857 | 3,857 |
Accumulated amortization | (3,857) | (3,857) |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | 3,731 | 1,815 |
Accumulated amortization | (1,781) | (1,588) |
Website and mobile application | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | 583 | 583 |
Accumulated amortization | $ (583) | $ (583) |
BALANCE SHEET AND OTHER INFOR_7
BALANCE SHEET AND OTHER INFORMATION - Leases, Balance Sheet Information (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | ||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | ||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | ||
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | ||
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | ||
Assets | ||
Operating | $ 2,720 | $ 1,108 |
Finance | 182 | 131 |
Total assets | 2,902 | 1,239 |
Operating: | ||
Current | 661 | 612 |
Long-term | 2,178 | 572 |
Finance: | ||
Current | 81 | 53 |
Long-term | 101 | 79 |
Total liabilities | $ 3,021 | $ 1,316 |
BALANCE SHEET AND OTHER INFOR_8
BALANCE SHEET AND OTHER INFORMATION - Additional Lease Information (Details) | Sep. 30, 2021 | Dec. 31, 2020 |
Finance leases: | ||
Weighted-average remaining lease term (years) | 1 year 9 months 18 days | 2 years 4 months 24 days |
Weighted-average discount rate | 8.70% | 6.00% |
Operating leases: | ||
Weighted-average remaining lease term (years) | 4 years 1 month 6 days | 2 years 6 months |
Weighted-average discount rate | 6.80% | 6.00% |
BALANCE SHEET AND OTHER INFOR_9
BALANCE SHEET AND OTHER INFORMATION - Leases, Operating Lease Liability Maturity (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Remaining period in 2021 | $ 176 |
2022 | 884 |
2023 | 773 |
2024 | 562 |
2025 | 478 |
2026 | 410 |
Thereafter | 26 |
Total lease payments | 3,309 |
Less: present value discount | (470) |
Total leases | $ 2,839 |
BALANCE SHEET AND OTHER INFO_10
BALANCE SHEET AND OTHER INFORMATION - Leases, Finance Lease Liability Maturity (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Remaining period in 2021 | $ 24 |
2022 | 95 |
2023 | 65 |
2024 | 19 |
2025 | 0 |
2026 | 0 |
Thereafter | 0 |
Total finance lease payments | 203 |
Less: imputed interest | (21) |
Total leases | $ 182 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total debt, net | $ 10,466 | $ 2,161 |
Less short term debt | (1,000) | (2,161) |
Long-term debt, net | 9,466 | 0 |
Short-term note due May 2021 | Other Payables | ||
Debt Instrument [Line Items] | ||
Short-term notes | 0 | 1,000 |
Short-term note due November 2021 | Other Payables | ||
Debt Instrument [Line Items] | ||
Short-term notes | 1,000 | 1,000 |
PPP loan | Notes Payable to Banks | ||
Debt Instrument [Line Items] | ||
Long-term loans | 0 | 161 |
Term loan | Secured Debt | ||
Debt Instrument [Line Items] | ||
Long-term loans | 10,039 | 0 |
Term loan issuance costs, net | $ (573) | $ 0 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - USD ($) | Jun. 07, 2021 | May 14, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Debt Instrument [Line Items] | ||||
Repayment of debt | $ 1,000,000 | $ 0 | ||
Short-term note due May 2021 | Other Payables | ||||
Debt Instrument [Line Items] | ||||
Repayment of debt | $ 1,000,000 | |||
Term loan | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 10,000,000 | |||
Additional borrowing capacity available | $ 20,000,000 | |||
Debt instrument, interest rate floor | 7.25% | |||
Interest rate at end of period | 7.25% | |||
Debt final payment fee, percentage | 4.75% | |||
Debt issuance costs, gross | $ 600,000 | |||
Term loan | Secured Debt | Prepayment before June 7, 2022 | ||||
Debt Instrument [Line Items] | ||||
Debt prepayment fee, percentage | 3.00% | |||
Term loan | Secured Debt | Prepayment before June 7, 2023 | ||||
Debt Instrument [Line Items] | ||||
Debt prepayment fee, percentage | 2.00% | |||
Term loan | Secured Debt | Prepayment after June 7, 2023 | ||||
Debt Instrument [Line Items] | ||||
Debt prepayment fee, percentage | 1.00% | |||
Term loan | Secured Debt | Prime Rate | ||||
Debt Instrument [Line Items] | ||||
Variable interest rate spread | 4.00% |
SHARE-BASED COMPENSATION EXPE_3
SHARE-BASED COMPENSATION EXPENSE AND WARRANTS - Share Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Equity [Abstract] | ||||
Share-based compensation | $ 365 | $ 65 | $ 948 | $ 235 |
SHARE-BASED COMPENSATION EXPE_4
SHARE-BASED COMPENSATION EXPENSE AND WARRANTS - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation | $ 365 | $ 65 | $ 948 | $ 235 | |
Expense remaining to be recognized | $ 3,800 | $ 3,800 | |||
Weighted average recognition period (in years) | 3 years | ||||
Aggregate shares on common stock available for grant (in shares) | 4,200,000 | 4,200,000 | 5,000,000 | ||
Warrants issued during the period (in shares) | 0 | ||||
Proceeds from warrant exercises | $ 151 | ||||
Common Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Exercise of warrants (in shares) | 171,191 | 794,804 | |||
Investors | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Warrants (in shares) | 626,339 | 626,339 | |||
Investors | Common Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Exercise of warrants (in shares) | 565,496 | ||||
ESPP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation | $ 30 | $ 30 | |||
Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expense remaining to be recognized | $ 1,400 | $ 1,400 | |||
Weighted average recognition period (in years) | 2 years 8 months 12 days | ||||
Granted (in shares) | 285,899 | ||||
Grant date fair value of awards granted (in USD per share) | $ 6.50 | ||||
Aggregate intrinsic value of awards granted | $ 1,900 | ||||
Number of vested awards (in shares) | 0 | 0 |
SHARE-BASED COMPENSATION EXPE_5
SHARE-BASED COMPENSATION EXPENSE AND WARRANTS - Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2021 | |
Number of Awards | |
Outstanding awards at beginning of period (in shares) | 2,439,020 |
Granted (in shares) | 670,850 |
Shares issued for options exercisesd/released (in shares) | (144,101) |
Awards cancelled/forfeited (in shares) | (1,909) |
Outstanding awards at end of period (in shares) | 2,963,860 |
Awards vested and exercisable (in shares) | 1,854,062 |
Awards vested and unvested exercisable (in shares) | 1,854,062 |
Awards vested and expected to vest (in shares) | 2,865,212 |
Weighted Average Exercise Price | |
Weighted average exercise price of awards outstanding at beginning of period (in USD per share) | $ 1.59 |
Weighted average exercise price of awards granted (in USD per share) | 8.14 |
Weighted average exercise price of awards exercised/released (in USD per share) | 1.67 |
Weighted average exercise price of awards cancelled/forfeited (in USD per share) | 1.65 |
Weighted average exercise price of awards outstanding at end of period (in USD per share) | 3.05 |
Weighted average exercise price of awards vested and exercisable (in USD per share) | 1.88 |
Weighted average exercise price of awards vested and unvested exercisable (in USD per share) | 1.88 |
Weighted average exercise price of awards vested and expected to vest (in USD per share) | 2.98 |
Weighted average share price on date of exercise (in USD per share) | 14.66 |
Weighted Average Fair Value | |
Weighted average fair value of awards outstanding at beginning of period (in USD per share) | 0.77 |
Grant date fair value of options granted (in USD per share) | 4.44 |
Weighted average fair value of awards exercised/released (in USD per share) | 0.83 |
Weighted average fair value of awards cancelled/forfeited (in USD per share) | 0.83 |
Weighted average fair value of awards outstanding at end of period (in USD per share) | 1.59 |
Weighted average fair value of awards vested and exercisable (in USD per share) | 0.91 |
Weighted average fair value of awards vested and unvested exercisable (in USD per share) | 0.91 |
Weighted average fair value of awards vested and expected to vest (in USD per share) | $ 1.55 |
Weighted Average Remaining Contractual Life (Years) | |
Outstanding, end of period | 7 years 11 months 26 days |
Vested and exercisable, end of the period | 7 years 4 months 2 days |
Vested and unvested exercisable, end of the period | 7 years 4 months 2 days |
Vested and expected to vest, end of the period | 7 years 11 months 12 days |
Aggregate Intrinsic Value | |
Aggregate intrinsic value of awards outstanding at beginning of period | $ 32,791 |
Aggregate intrinsic value of awards granted | 0 |
Aggregate intrinsic value of awards exercised/released | 1,872 |
Aggregate intrinsic value of awards cancelled/forfeited | 24 |
Aggregate intrinsic value of awards outstanding at end of period | 3,173 |
Aggregate intrinsic value of awards vested and exercisable | 2,438 |
Aggregate intrinsic value of awards vested and unvested exercisable | 2,348 |
Aggregate intrinsic value of awards vested and expected to vest | $ 3,122 |
REVENUE AND SEGMENT REPORTING -
REVENUE AND SEGMENT REPORTING - Narrative (Details) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Number of reportable segments | segment | 2 | ||
Contract liability | $ 4.7 | ||
Contract revenue recognized | $ 4.7 | ||
Hardware | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Contract revenue recognized | 1.5 | ||
Other Revenue | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Contract revenue recognized | $ 3.2 |
REVENUE AND SEGMENT REPORTING_2
REVENUE AND SEGMENT REPORTING - Schedule of Revenue and Cost of Sales (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total sales | $ 5,792 | $ 7,145 | $ 14,849 | $ 10,868 |
Total cost of sales | 5,606 | 2,162 | 14,170 | 5,459 |
Gross profit | 186 | 4,983 | 679 | 5,409 |
Retail Pharmacy Services | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total sales | 5,445 | 2,186 | 13,357 | 5,196 |
Total cost of sales | 5,366 | 2,042 | 13,130 | 5,059 |
Gross profit | 79 | 144 | 227 | 137 |
Pharmacy Technology | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total sales | 347 | 4,959 | 1,492 | 5,672 |
Total cost of sales | 240 | 120 | 1,040 | 400 |
Gross profit | 107 | 4,839 | 452 | 5,272 |
Retail pharmacy sales | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total sales | 5,445 | 2,186 | 13,357 | 5,196 |
Retail pharmacy sales | Retail Pharmacy Services | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total sales | 5,445 | 2,186 | 13,357 | 5,196 |
Retail pharmacy sales | Pharmacy Technology | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total sales | 0 | 0 | 0 | 0 |
Hardware | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total sales | 106 | 1,625 | 470 | 2,048 |
Hardware | Fair Value, Nonrecurring | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total sales | 1,500 | |||
Hardware | Retail Pharmacy Services | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total sales | 0 | 0 | 0 | 0 |
Hardware | Pharmacy Technology | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total sales | 106 | 1,625 | 470 | 2,048 |
Subscription sales | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total sales | 108 | 115 | 338 | 343 |
Subscription sales | Retail Pharmacy Services | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total sales | 0 | 0 | 0 | 0 |
Subscription sales | Pharmacy Technology | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total sales | 108 | 115 | 338 | 343 |
Total pharmacy and hardware sales | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total sales | 5,659 | 3,926 | 14,165 | 7,587 |
Total cost of sales | 5,539 | 2,132 | 13,744 | 5,343 |
Total pharmacy and hardware sales | Retail Pharmacy Services | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total sales | 5,445 | 2,186 | 13,357 | 5,196 |
Total pharmacy and hardware sales | Pharmacy Technology | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total sales | 214 | 1,740 | 808 | 2,391 |
Software integration | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total sales | 0 | 3,168 | 0 | 3,168 |
Software integration | Fair Value, Nonrecurring | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total sales | 3,200 | |||
Software integration | Retail Pharmacy Services | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total sales | 0 | 0 | 0 | 0 |
Software integration | Pharmacy Technology | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total sales | 3,168 | 0 | 3,168 | |
Software | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total sales | 51 | 15 | 125 | 25 |
Software | Retail Pharmacy Services | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total sales | 0 | 0 | 0 | 0 |
Software | Pharmacy Technology | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total sales | 51 | 15 | 125 | 25 |
Maintenance and support | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total sales | 44 | 17 | 115 | 40 |
Maintenance and support | Retail Pharmacy Services | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total sales | 0 | 0 | 0 | 0 |
Maintenance and support | Pharmacy Technology | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total sales | 44 | 17 | 115 | 40 |
Installation | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total sales | 11 | 0 | 39 | 28 |
Installation | Retail Pharmacy Services | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total sales | 0 | 0 | 0 | 0 |
Installation | Pharmacy Technology | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total sales | 11 | 0 | 39 | 28 |
Professional services and other | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total sales | 27 | 19 | 405 | 20 |
Professional services and other | Retail Pharmacy Services | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total sales | 0 | 0 | 0 | 0 |
Professional services and other | Pharmacy Technology | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total sales | 27 | 19 | 405 | 20 |
Total service sales | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total sales | 133 | 3,219 | 684 | 3,281 |
Total cost of sales | 67 | 30 | 426 | 116 |
Total service sales | Retail Pharmacy Services | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total sales | 0 | 0 | 0 | 0 |
Total service sales | Pharmacy Technology | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total sales | $ 133 | $ 3,219 | $ 684 | $ 3,281 |
REVENUE AND SEGMENT REPORTING_3
REVENUE AND SEGMENT REPORTING - Schedule of Assets and Liabilities by Segment (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 52,097 | $ 69,331 |
Liabilities | 20,879 | 8,264 |
Operating Segments | Retail Pharmacy Services | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 11,867 | 6,012 |
Liabilities | 5,976 | 2,203 |
Operating Segments | Pharmacy Technology | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 4,740 | 5,547 |
Liabilities | 4,108 | 3,422 |
Corporate | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 35,490 | 57,772 |
Liabilities | $ 10,795 | $ 2,639 |
REVENUE AND SEGMENT REPORTING_4
REVENUE AND SEGMENT REPORTING - Long-Lived Assets by Geographic Area (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Long-lived assets | $ 7,534 | $ 5,034 |
United States | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Long-lived assets | 7,108 | 4,533 |
Canada | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Long-lived assets | $ 426 | $ 501 |