General
The following information should be read in conjunction with the financial
statements and notes thereto and in conjunction with Managements' Discussion and
Analysis of Financial Condition and Results of Operations in our Annual Report
on Form 10-K for the fiscal year ended December 31, 2019.
This report includes forward-looking statements, the realization of which may be
affected by certain important factors discussed previously above under Item 1A,
"Risk Factors."
Overview
The Company through its wholly owned subsidiary Pharmacy Value Management
Solutions, Inc. administers and operates a medically driven sleep apnea program
branded SleepMaster Solutions™ ("SMS"). Management believes that SMS is the
largest provider of these combined services in the nation. We are in all 50
states and provide a turnkey solution designed to effectively keep drivers on
the road with no down time, compliant with DOT regulations, improve their
health, and significantly decrease legal liability risk for the employer. We are
vertically integrated, and we provide a "Program" of services that addresses all
the needs of a corporate transportation system, union or other driver-related
organizations. We believe we are the only company capable of providing the full
range of needed services in a timely manner.
Our services start with the identification of the target population and the
potential risk the client currently has. We can do this through our SMS Program,
which includes the ability to screen every driver to identify if signs and
symptoms of sleep apnea are present. We can then take this data and provide the
employer with a list of those drivers that should be tested and the statistical
likelihood of the percentage of those drivers who will test positive for
obstructive sleep apnea (OSA). Together with the employer/union, SMS provides a
realistic time frame, actual total cost, and process for testing all drivers who
need to be tested. For those drivers testing positive for OSA, we then provide
the appropriate treatment such that the driver will meet the DOT requirements
and remain on the road. We monitor 365 days per year driver's usage of the
treatment device according to DOT standards and we report that usage to all
stakeholders as required/permitted. We utilize mathematical algorithms to
determine if the driver is predicatively meeting the annual DOT requirements for
usage. Using those predictive algorithms, we reach out to those drivers and
provide case management, encouragement designed to solve problems such that the
driver increases usage, if necessary, and remains compliant.
SMS constructed its model based upon the foregoing principles. The SMS Program
includes all processes attended in sleep apnea screening, testing, treatment,
monitoring and overall management of commercial drivers' as well as their
employers' needs. We have successfully established relationships with national
health care clinic providers, all with certified medical examiner ("CME")
status. These clinics total almost 1,000 throughout the U.S. We also have both
formal and informal relationships with employers; municipalities; a significant
veteran's group; union and non-union driving organizations; suppliers of home
sleep testing equipment and a variety of OSA treatment devices; and, a national
network of telemedicine sleep specialists covering all 50 states. We have an
internal medical team for governance and protocol purposes and a customer
service department that interfaces directly with our drivers. We also have a
marketing team that regularly interfaces with our existing accounts and markets
our services to potential new accounts. Our services are performed utilizing a
best medical practices model and an efficient, cost-effective delivery system.
We obtain the required equipment on a per order basis from a durable medical
equipment distributor.
Revenue is recognized when billed, which is approximately when the testing
service is performed, or CPAP machine is shipped.
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During the three-month period ending September 30, 2020, the majority of our
revenue continued to be received from patient referrals from only certain of the
clinics operated by Concentra Health Services. During this period and as a
result of the Coronavirus pandemic, the Federal Motor Carrier Safety
Administration ("FMCSA"), which had previously suspended the requirement that
interstate commercial drivers have a prescribed DOT medical exam from a
certified medical examiner, extended the medical exam suspension from September
30, 2020 until the end of the year. This action by the FMCSA, coupled with the
effect of the pandemic, caused a significant number of clinics that we rely upon
for referrals to either continue to be closed, close anew or operate with
reduced staffing and reduced capacity. All of the foregoing resulted in fewer
patients. Additionally, many commercial drivers, who, but for the aforesaid
medical exam suspension, would have gone to the Concentra clinics for their
required medical exam, continue to elect to wait until the suspension expires.
All of those events materially reduced our referral resources. We did continue
to receive revenue from certain Concentra referrals, other clinic referrals and
some of our in-house accounts, such as PG&E, the Veteran's organization with
whom we contract, and others, but this patient flow was materially reduced, as
well. However, we expect to see increased revenue from these accounts in the
fourth quarter.
During this period, we added a companion product to our CPAP treatment program,
a branded sanitizer device. We also have beta tested our WatchPat One device.
The WatchPat One device shortens the turnaround time for our home sleep test
results by as much as five days. As we anticipate a large surge of drivers going
forward, we believe this shortened turnaround time will be a significant,
positive decision for our current clients and our new clients to use our
services. During the period we continued with our beta testing program with
Sleep Cycle. The results have been very positive and we anticipate a
full-fledged joint marketing launch to Sleep Cycle customers by mid-year 2021.
We continued our effort to increase our presence with various unions. We
successfully entered into an agreement with a large group of Teamsters, whose
healthcare benefits are substantially paid for by the group. We also established
a relationship with a large third-party payer for a number of other union trust
funds and labor unions. Their main account is a large national delivery service.
We expect to see revenue from this relationship in the fourth quarter. As
clinics reopen we expect to see increased revenue from this source and from our
new and existing accounts in the fourth quarter. Other relationships that we
have established are not expected to come online until the first part of 2021.
Sources of Revenue
Three-month periods ended September 30, 2020 and 2019
A quantitative summary of our revenues by source category for the three-month
periods ended September 30, 2020 and 2019:
2020 2019 Change
OSA- related $ 127,070 $ 68,173 $ 58,897
Results of Operations
OSA services increased to $127,070 in 2020 from $68,173 in 2019. The increase
was primarily the result of the Concentra account. Last year, on May 14, 2019,
we reached an agreement with Concentra whereby Concentra engaged the Company,
and the Company accepted the engagement, to serve as one of Concentra's
preferred national sleep apnea services provider. The launch was initiated
during the fourth quarter of 2019.
Cost of revenues increased to $69,599 in 2020 from $2,394 in 2019. In 2019, the
Company received a credit of $34,417 as a settlement.
General and administrative expense
General and administrative expense in total for the three month periods ended
September 30, 2020 and 2019 was as follows:
2020 $ 620,126
2019 428,077
Change $ 192,049
Percentage Change 44.86 %
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We evaluate expenses at the Parent company level as well as at our PVMS
subsidiary. Expenses at the Parent company level include overhead and the cost
of being a public entity. Expenses at PVMS are solely related to the OSA
services segment. A breakdown of these expenses for the three month periods
ended September 30, 2020 and 2019 is as follows:
2020 2019 Change Percent Change
Parent (Debtor-In-Possession) $ 359,887 $ 118,096 $ 241,791 204.74 %
PVMS 260,239 309,981 (49,742 ) (16.05 )%
Total $ 620,126 $ 428,077 $ 192,049 44.86 %
Parent Company Level (Debtor-In-Possession)
2020 2019 Change Percent Change
Professional fees $ 266,090 $ 34,329 $ 231,761 675.12 %
Travel expense - - - - %
Board of Directors fees - 37,500 (37,500 ) (100 )%
Office supplies 52 16 36 225 %
Rent expense - 25,255 (25,255 ) (100 )%
Other 93,745 20,996 72,749 346.49 %
Total G & A $ 359,887 $ 118,096 $ 241,791 204.74 %
Explanations of variations by line item follow:
Professional fees increased by $231,761. There is an increase in consulting
service expenses of $118,250 due to new consulting service expense in the
three-month period ended September 30, 2020 compared to the three-month period
ended September 30, 2019. Legal fees increased by $77,647 in order to continue
with various lawsuits and with the bankruptcy proceeding. Accounting Fees
increased by $22,869 due to services for special projects, some of which are
related to the bankruptcy proceeding. Audit fees and filings increased by
approximately $4,000 due to an amended filing of it's 10K.
Travel expense stayed relatively the same.
Board of Directors fees decreased by $37,500. As of July 1, 2020, the Company
has stopped paying Board of Director fees.
Rent expense decreased by 25,255 due to office lease moving to subsidiary level
as of January 01, 2020. The same will show as an increase on the subsidiary
level.
Other general and administrative expense increased by $72,749. This increase is
mainly due to an increase in payroll related expenses of $99,551. The Company
accrued CEO wages in the amount of $66,095 during the three-month period ended
September 30, 2020 and the second quarter's accrued CEO wages of $33,456 was
moved from subsidiary level to parent level. The same will show as an decrease
on the subsidiary level. TCA commissions decreased $24,013 due to moving the
expense to subsidiary level. The same will show as an increase on the subsidiary
level.
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PVMS Subsidiary Level
2020 2019 Change Percent Change
Payroll related $ 127,167 $ 129,457 $ (2,290 ) (1.77 )%
Travel and related expense 5,834 60,048 (54,214 ) (90.28 )%
Professional fees 24,745 53,454 (28,709 ) (53.71 )%
Marketing costs 25,685 16,511 9,174 55.56 %
Dues and subscriptions 211 200 11 5.50 %
Office supplies 1,627 13,191 (11,564 ) (87.67 )%
Rent expense 30,115 12,941 17,174 132.71 %
Other 44,855 24,179 20,676 85.51 %
Total G & A $ 260,239 $ 309,981 $ (49,742 ) (16.05 )%
Explanations of variations by line item follow:
Payroll related expenses decreased by $2,290. The second quarter accrued CEO
wages of $33,456 was moved to the parent level. The same will show as an
increase on the parent level. The company had 4 employees in the three-month
period ended September 30, 2020 that were not included in the comparable period
in 2019.
Travel expense decreased by $54,214 due to the COVID-19 pandemic. Many clinics
have been closed and those that are open have reduced staffs and we have been
requested to not conduct any in person visits.
Professional fees decreased by $28,709. The decrease is mainly due to the
Company no longer using 2 consultants in the three-month period ended September
30, 2020 that were used in the comparable period in 2019.
Marketing costs increased by $9,174. In July 2020, the company hired a new
marketing firm.
Office supplies decreased by $11,564 due to office supplies were fully stocked
going into the new year of 2020.
Rent expense increased by $17,174 due to rent expense moving from parent level
to subsidiary level as of January 01, 2020. The same will show as a decrease on
the parent level.
Other general and administrative expense increased by $20,676. TCA commissions
increased $23,488 due to moving the expense to subsidiary level. The same will
show as an decrease on the parent level. Payroll tax expenses increased by
$4,776 due to an increase in wages. There is a decrease in automobile expenses
of $3,154 due to the COVID-19 pandemic. Other miscellaneous items decreased by
$5,000.
Interest expense
Interest expense in total for the three-month periods ended September 30, 2020
and 2019 was as follows:
2020 $ 291,258
2019 383,798
Change $ (92,540 )
Percentage Change (24.11 )%
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A breakdown of the interest expense for the three-month periods ended September
30, 2020 and 2019 is as follows:
2020 2019 Change
Parent (Debtor-In-Possession) $ 108,570 $ 172,720 $ (64,150 )
PVMS 182,688 211,078 (28,390 )
Total $ 291,258 $ 383,798 $ (92,540 )
Sources of Revenue
Nine-month periods ended September 30, 2020 and 2019
A quantitative summary of our revenues by source category for the nine-month
periods ended September 30, 2020 and 2019:
2020 2019 Change
OSA- related $ 358,062 $ 226,549 $ 131,513
Results of Operations
OSA services increased to $358,062 in 2020 from $226,549 in 2019. The increase
was primarily the result of the Concentra account. Last year, on May 14, 2019,
we reached an agreement with Concentra whereby Concentra engaged the Company,
and the Company accepted the engagement, to serve as one of Concentra's
preferred national sleep apnea services provider. The launch was initiated
during the fourth quarter of 2019.
Cost of revenues increased to $199,508 in 2020 from $110,211 in 2019 due to an
increase in sales.
General and administrative expense
General and administrative expense in total for the nine-month periods ended
September 30, 2020 and 2019 was as follows:
2020 $ 1,931,591
2019 1,269,920
Change $ 661,671
Percentage Change 52.10 %
We evaluate expenses at the Parent company level as well as at our PVMS
subsidiary. Expenses at the Parent company level include overhead and the cost
of being a public entity. Expenses at PVMS are solely related to the OSA
services segment. A breakdown of these expenses as September 30, 2020 and 2019
is as follows:
2020 2019 Change Percent Change
Parent (Debtor-In-Possession) $ 899,145 $ 470,917 $ 428,228 90.94 %
PVMS 1,032,446 799,003 233,443 29.22 %
Total $ 1,931,591 $ 1,269,920 $ 661,671 52.10 %
Parent Company Level (Debtor-In-Possession)
Percent
2020 2019 Change Change
Professional fees $ 675,959 $ 245,594 $ 430,365 175.23 %
Travel expense 67 3,815 (3,748 ) (98.24 )%
Board of Directors fees 95,000 112,500 (17,500 ) (15.56 )%
Office supplies 547 336 211 62.80 %
Rent expense - 76,532 (76,532 ) (100 )%
Other 127,572 32,140 95,432 296.93 %
Total general and administrative $ 899,145 $ 470,917 $ 428,228 90.94 %
Explanations of variations by line item follow:
Professional fees increased $430,365. The increase is mainly due to new
consulting service expenses of $354,750 in the nine-month period ended September
30, 2020 compared to the nine-month period ended September 30, 2019. Legal fees
increased by $132,671 in order to continue with various lawsuits and with the
bankruptcy proceeding. Audit fees decreased by $53,467 due to the fact that the
2015 - 2017 10-K was filed in January 2019. Other professional fees decreased by
approximately $4,000.
Travel expense decreased $3,748 due to the COVID-19 pandemic. Many clinics have
been closed and those that are open have reduced staffs and we have been
requested to not conduct any in person visits.
Board of Directors fees decreased $17,500. As of July 1, 2020, The Company has
stopped paying Board of Director fees.
Rent expense decreased $76,532 due to rent expense moving from parent level to
subsidiary level as of January 01, 2020. The same will show as an increase on
the subsidiary level.
Other general and administrative expense increased by $95,432. D&O Insurance
expense increased by $25,324 due to a new D&O insurance that started in June
2019. Payroll related expenses increased by $99,551. The Company accrued CEO
wages in the amount of $66,095 during the three-month period ended September 30,
2020 and the second quarter accrued CEO wages of $33,456 were moved from
subsidiary level to the parent level. The same will show as an decrease on the
subsidiary level. TCA commissions decreased $23,263 due to moving the expense to
subsidiary level. The same will show as an increase on the subsidiary level.
Taxes decreased by $6,137. Delaware taxes were properly accrued for 2019 and
property taxes for 2018 was paid in 2019.
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PVMS Subsidiary Level
Percent
2020 2019 Change Change
Payroll related $ 546,910 $ 341,769 $ 205,141 60.02 %
Travel and related expense 81,059 151,372 (70,313 ) (46.45 )%
Professional fees 133,802 135,201 (1,399 ) (1.03 )%
Marketing costs 60,277 33,740 26,537 78.65 %
Dues and subscriptions 419 841 (422 ) (50.18 )%
Office supplies 5,704 30,768 (25,064 ) (81.46 )%
Rent expense 96,048 35,942 60,106 167.23 %
Other 108,227 69,370 38,857 56.01 %
Total general and administrative $ 1,032,446 $ 799,003 $ 233,443 29.22 %
Explanations of variations by line item follow:
Payroll related expenses increased $205,141. The Company hired 4 employees
during the nine months ended September 30, 2020 that were not included in the
comparable period in 2019. The Company paid the CEO $32,699 and accrued wages in
the amount of $33,456 during the six months ended June 30, 2020. The second
quarter accrued wages of $33,456 were moved from subsidiary level to the parent
level in September 2020. The same will show as an increase on the parent level.
Travel expense decreased $70,313 due to the COVID-19 pandemic. Many clinics have
been closed and those that are open have reduced staffs and we have been
requested to not conduct any in person visits.
Professional Fees stayed relatively the same.
Marketing costs increased by $26,537. The Company hired an advertising firm in
the 3rd quarter of 2019 to work on the company's website and other marketing
responsibilities and is still with the Company as of June 30, 2020. In July
2020, The Company hired a new marketing firm.
Office supplies decreased by $25,064 due to office supplies were fully stocked
going into the new year of 2020.
Rent expense increased $60,106 due to rent expense moving from parent level to
subsidiary level as of January 01, 2020. The same will show as a decrease on the
parent level.
Other general and administrative expense increased by $38,857 due to a
fraudulent charge of $9,500 and an increase in payroll taxes of $15,540 because
of an increase in wages. TCA commissions increased $23,488 due to moving the
expense to subsidiary level. The same will show as an decrease on the parent
level. Automobile expenses decreased $6,233 due to the COVID-19 pandemic. Bad
debt expense decreased $3,510 due to a decrease in bad debt in the nine-month
period ended September 30, 2020 than in the comparable period in 2019.
Interest expense
Interest expense in total for the six nine-month periods ended September 30,
2020 and 2019 was as follows:
2020 $ 1,393,659
2019 1,052,991
Change $ 340,668
Percentage Change 32.35 %
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A breakdown of the interest expense for the nine-month periods ended September
30, 2020 and 2019 is as follows:
2020 2019 Change
Parent (Debtor-In-Possession) $ 745,022 $ 498,905 $ 246,117
PVMS 648,637 554,086 94,551
Total $ 1,393,659 $ 1,052,991 $ 340,668
Financial Condition
Liquidity and Capital Resources
During the nine-month period ended September 30, 2020, we funded our operations
from revenues and $628,540 in private borrowings. As a result of the coronavirus
pandemic some of our traditional sources of private borrowing have not been
accessible. We have had to obtain private borrowing on terms less favorable than
we were able to prior to the pandemic. We will continue to fund our operations
from these sources until we are able to produce operating revenue sufficient to
cover our cost structure. In the event we are not able to secure such funding,
our operations will be adversely affected.
Short Term: We funded our operations with revenues from sales and private
borrowings.
On April 23, 2020, the Company's wholly owned subsidiary, Pharmacy Value
Management Solutions, Inc. ('PVMS") received a loan in the principal amount of
$1,243,840 from Mechanics Bank (the "Bank") pursuant to the Paycheck Protection
Program. On May 22, 2020, the Bank notified PVMS that the loan was in default as
a result of false statements made in the loan application. PVMS disputes the
Bank's claim and believes that it made no false statements in its PPP loan
application. The statements relate to the number of employees and the monthly
payroll amounts. As a result, PVMS' account with Mechanics Bank has been frozen
with a balance of $845,340. Both PVMS and the Bank are seeking guidance from the
Small Business Administration as to how to resolve this dispute. Until resolved,
it is likely that this account will remain frozen.
During the period we continued toward our goal to be able to uplist our Common
Stock to another trading platform. Among the actions is our attempt to reduce
our stockholder's deficiency by, among, other things, being able to convert a
large portion of our corporate debt to equity. For the nine months ended
September 30, 2020, $3,802,213 of debt plus accrued interest was converted into
40,417,682 shares of Common Stock. All of the holders of the converted debt
agreed, subject to several different conditions, to a one year lock-up from
publicly offering the shares. The primary condition being to not publicly sell
the shares until the earlier of (i) one year from the date of the exchange, or
(ii) until the shares are tradable on the NASDAQ or comparable national
exchange. The other condition for a block of 14,584,350 shares received in an
exchange has the lock-up as the earlier of one year or such time as our Common
Stock has an average trading volume of no less than 500,000 shares for 30
consecutive trading days.
Subsequent Events
Subsequent to September 30, 2020, we issued convertible promissory notes in the
total principal amount of $60,000. All of the debt matures in 2021 and has a
stated interest rate of 12% and is unsecured.
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