NextPlat Corp
For the period ended Mar 31, 2025. Filed May 15, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 15, 2025
NXPL$8.24+8.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-14.
0001437749-24-034987
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0001437749-25-016943
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 102 previous paragraphs and 61 current paragraphs.
23 unchanged; 22 reworded; 15 added; 52 removed; 5 previous and 1 current paragraphs rearranged.
Tables are not compared: 8 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (15)
Current report
Impact of U.S. and Chinese Tariffs
Current report
During the first quarter of 2025, the introduction of U.S. and Chinese tariffs on certain imported goods did not have a material impact on our e-Commerce business operations or financial results. However, starting in the second quarter of 2025, certain goods we sell in the U.S. that are imported may become subject to these tariffs which could adversely affect our costs or pricing strategies. Only approximately 35% of our total e-Commerce sales take place within the United States. The OPKO products sold by us in China are manufactured in Spain and are not currently impacted by Chinese tariffs, however, the ongoing trade tensions may impact the potential success and execution of future projects planned in China under our Florida E-Commerce Development Program, including the launch of our Florida Sunshine range of vitamins.
Current report
Outfitter provides consumers, commercial and government customers, with advanced satellite-based connectivity solutions from leading brands, including Iridium, Inmarsat and Globalstar.
Current report
Total pharmacy prescription and other revenue, net of PBM fees, was approximately $10.1 million and $11.3 million for the three months ended March 31, 2025 and 2024, respectively, a decrease of approximately $1.2 million, primarily attributable to the decrease in pharmacy prescriptions filled of approximately 107,000 versus 134,000 in the prior year period. The decline in prescription volume during the first quarter of 2025 was influenced in part by changes in provider relationships and shifts in patient flow due to insurance network adjustments or provider decisions to align with different pharmacy partners.
Current report
Pharmacy 340B contract revenues were approximately $1.4 million and $3.3 million for the three months ended March 31, 2025 and 2024, respectively, a decrease of approximately $1.9 million, due to certain relationships transitioning to other pharmacy partners, one covered entity opening an in-house pharmacy, and another covered entity no longer participates in the 340B program.
Current report
Selling, general and administrative expenses remained flat at approximately $1.4 million for the three months ended March 31, 2025, when compared to the prior year period.
Current report
Salaries, wages and payroll taxes were approximately $2.7 million and $3.3 million for the three months ended March 31, 2025 and 2024, respectively, a decrease of approximately $0.6 million or 18.0%. The decrease was attributable to the decrease of stock-based compensation for non-recurring grants fully vested.
Current report
Professional fees include expenses for legal fees, accounting services fees, consulting fees, and public company expenses. Professional fees were approximately $0.6 million and $1.0 million for the three months ended March 31, 2025 and 2024, respectively, a decrease of approximately $0.4 million or 38.6%. The decrease was mainly attributable to the legal and consulting fees as it related to the merger of Progressive Care of approximately $0.4 million in the prior year period.
Current report
Depreciation and amortization remained flat at approximately $0.2 million for the three months ended March 31, 2025, when compared to the prior year period.
Current report
Intangible asset amortization was approximately $26,000 and $0.7 million for the three months ended March 31, 2025 and 2024, respectively, a decrease of approximately $0.7 million or 96.3%. The decrease was attributable to the decrease in the carrying amount of intangible assets when compared to the prior year period. Intangible assets, net as of March 31, 2025 and 2024 were approximately $0.5 million and $13.7 million. Intangible assets related to our Healthcare Operations were fully impaired throughout the year ending December 31, 2024. Intangible assets, net as of March 31, 2025 were related to our e-Commerce Operations due to the Outfitter acquisition in April 2024.
Current report
Our total other income remained flat at approximately $0.2 million for the three months ended March 31, 2025, when compared to the prior year period.
Current report
● a decrease in cash paid for inventory purchases and other costs of revenue of approximately $1.8 million primarily due to the decrease in Healthcare Operations revenue;
Current report
● an increase in cash paid for other recurring operating expenses of approximately $0.3 million due to payments related to audit fees and other operating expenses;
Current report
● and an increase in cash paid for other non-recurring expenses of approximately $0.2 million due to payments related to legal fees.
Current report
We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered any derivative contracts that are indexed to our shares and classified as stockholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity.
Removed paragraphs (52)
Previous report
e-Commerce transaction volumes at the Company’s owned and operated websites in the UK and Unites States continued to grow throughout the third quarter setting monthly performance records.
Previous report
Acquisition of Progressive Care Inc.
Previous report
On August 30, 2022, NextPlat entered into a Securities Purchase Agreement (the “SPA”) between NextPlat and Progressive Care, under which NextPlat, its Executive Chairman and Chief Executive Officer, Charles M. Fernandez, board member, Rodney Barreto, and certain other investors invested an aggregate of $8.3 million into Progressive Care. In connection with the SPA, NextPlat purchased 3,000 newly issued Units of Progressive Care valued at $6 million, with each Unit comprised of one share of Progressive Care’s Series B Convertible Preferred Stock, $0.001 par value, and one Investor Warrant to purchase a share of Series B Convertible Preferred Stock at an exercise price of $2,000 The Investor Warrants may also be exercised, in whole or in part, by means of a cashless exercise. The Convertible Preferred Stock has a stated value of $2,000 per share and each Preferred Stock share has the equivalent voting rights of 500 common stock shares (after giving effect to the Reverse Stock Split described below). Each share of Series B Convertible Preferred Stock is convertible at any time at the option of the holder into shares of Progressive Care common stock determined by dividing the stated value by the conversion price which is $4.00 (after giving effect to the Reverse Stock Split described below).
Previous report
In addition, on August 30, 2022, NextPlat Corp, Messrs. Fernandez and Barreto, and certain other investors (collectively, the “NextPlat Investors”) entered into a Modification Agreement wherein the terms were modified for an existing Secured Convertible Promissory Note (the “Note”) originally held by a third party note holder and sold to the NextPlat Investors. The NextPlat Investors purchased the Note as part of a Confidential Note Purchase and Release Agreement between the former note holder and the NextPlat Investors. As of the date of the SPA, the aggregate amount of principal and interest outstanding on the Note was approximately $2.8 million. As part of the Modification Agreement, various terms of the Note were modified, among them, the Conversion Price for the Note was modified to a fixed price of $4.00 per share of common stock (after giving effect to the Reverse Stock Split described below). In addition, the Note was modified to provide for mandatory conversion upon the later to occur of (a) the completion of the Company’s reverse stock split, and (b) the listing of the Company’s common stock on a national exchange, including the Nasdaq Capital Market, the Nasdaq Global Market, or the New York Stock Exchange. Also, pursuant to the SPA, Messrs. Fernandez and Barreto were nominated for election to Progressive Care’s Board of Directors.
Previous report
On September 13, 2022, the Progressive Care Board of Directors appointed Charles M. Fernandez as Chairman of the Board of Directors and Rodney Barreto as the Vice Chairman of the Board of Directors.
Previous report
On November 11, 2022, Progressive Care’s board appointed Mr. Fernandez to serve as the new Chief Executive Officer of Progressive Care.
Previous report
On December 29, 2022, Progressive Care filed a Certificate of Amendment to Articles of Incorporation (the “Amendment to Articles”) with the Secretary of State of the State of Delaware. Pursuant to the Amendment to Articles, each 200 shares of Progressive Care’s common stock outstanding was converted into one share of common stock (the “Reverse Stock Split”) and the number of shares of common stock that Progressive Care is authorized to issue was reduced to 100 million (the “Reduction in Authorized Stock”). The Reverse Stock Split and the Reduction in Authorized Stock were approved by the Progressive Care's board of directors and shareholders.
Previous report
On May 5, 2023, NextPlat entered into a Securities Purchase Agreement (the “SPA”) with Progressive Care, pursuant to which NextPlat purchased 455,000 newly issued units of securities from Progressive Care (the “Units”) at a price per Unit of $2.20 for an aggregate purchase price of $1 million (the “Unit Purchase”). Each Unit consisted of one share of common stock, par value $0.0001 per share, of Progressive Care and one warrant to purchase a share of common stock (the “PIPE Warrants”). The PIPE Warrants have a three-year term and are immediately exercisable. Each PIPE Warrant is exercisable at $2.20 per share of common stock. On May 9, 2023, the Companies closed the transactions contemplated in the SPA. Progressive Care received cash proceeds of $880,000, net of placement agent commission of $70,000 and legal fees of $50,000.
Previous report
Simultaneous with the closing, Progressive Care entered into a Debt Conversion Agreement (the “DCA”) with NextPlat and the other holders (the “Holders”) of that certain Amended and Restated Secured Convertible Promissory Note, dated as of September 2, 2022, made by the Company in the original face amount of approximately $2.8 million (the “Note”). Pursuant to the DCA, NextPlat and the other Holders agreed to convert the total approximately $2.9 million of outstanding principal and accrued and unpaid interest to Progressive Care common Stock at a conversion price of $2.20 per share (the “Debt Conversion”). Of the total 1,312,379 shares of Progressive Care common stock issued upon conversion of the Note pursuant to the DCA, NextPlat received 570,599 shares, Charles M. Fernandez, the Company’s Chairman and Chief Executive Officer, received 228,240 shares, and Rodney Barreto, the Company’s Vice-Chairman of the Board of Directors, received 228,240 shares. In addition, each of the Holders also received a warrant to purchase one share of Progressive Care common stock for each share of Progressive Care common stock they received upon conversion of the Note (the “Conversion Warrants”). The Conversion Warrants have a three-year term and are immediately exercisable. Each Conversion Warrant is exercisable at $2.20 per share of Common Stock. In addition, the Company issued 330,000 warrants to certain existing Progressive Care investors to induce them to approve the transaction contemplated by the SPA (the “Inducement Warrants”). Charles M. Fernandez and Rodney Barreto received Inducement Warrants to purchase 190,000 and 30,000 shares of Common Stock, respectively. The Inducement Warrants have a three-year term and are immediately exercisable. Each Inducement Warrant is exercisable at $2.20 per share of Common Stock.
Previous report
On July 1, 2023, NextPlat, along with Messrs. Fernandez and Barreto, exercised common stock purchase warrants and were issued shares of Progressive Care common stock. NextPlat exercised common stock purchase warrants on a cashless basis and was issued 402,269 shares of Progressive Care common stock. NextPlat also exercised common stock purchase warrants on a cash basis and paid consideration in the amount of $506,000 and was issued 230,000 shares of Progressive Care common stock. Mr. Fernandez exercised common stock purchase warrants on a cashless basis and was issued 211,470 shares of Progressive Care common stock. Mr. Barreto exercised common stock purchase warrants on a cashless basis and was issued 130,571 shares of Progressive Care common stock. At the time of exercise, all of the above common stock purchase warrants were in-the-money. After the exercise of the common stock purchase warrants, NextPlat, Messrs. Fernandez and Barreto collectively owned approximately 53% of Progressive Care’s voting stock.
Previous report
Also, on July 1, 2023, NextPlat, along with Messrs. Fernandez and Barreto, entered into a voting agreement whereby at any annual or special shareholders meeting of Progressive Care’s stockholders, and whenever the holders of Progressive Care’s common stock act by written consent, Messrs. Fernandez and Barreto agreed to vote all of their shares of Progressive Care common stock (including any new shares acquired after the date of the voting agreement or acquired through the conversion of securities convertible into Progressive Care common stock) that they own, directly or indirectly, in the same manner that NextPlat votes its Progressive Care common stock and equivalents. The voting agreement is irrevocable and perpetual in term.
Previous report
As a result of the common stock purchase warrant exercises and the entry into the voting agreement, NextPlat concluded that there was a change in control in Progressive Care. As of July 1, 2023, NextPlat has the right to control more than 50 percent of the voting stock of Progressive Care through the concurrent common stock purchase warrant exercises and voting agreement noted above. Beginning on July 1, 2023, the Company changed the accounting method for its investment in Progressive Care, which prior to July 1, 2023 had been accounted for as an equity method investment to consolidation under the voting interest model in FASB ASC Topic 805. Therefore, Progressive Care became a consolidated subsidiary of the Company on July 1, 2023.
Previous report
On April 12, 2024, NextPlat entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”) with Progressive Care Inc, and Progressive Care LLC, a Nevada limited liability company and a direct, wholly owned subsidiary of NextPlat (“Merger Sub”). Pursuant to the terms of the Merger Agreement, upon the approval of NextPlat's and Progressive Care's shareholders, Progressive Care would merge with and into Merger Sub (the “Merger”), with Merger Sub being the surviving entity of the Merger. The result of which being that Progressive Care would become a wholly-owned subsidiary of NextPlat.
Previous report
On September 13, 2024, the shareholders of each of NextPlat and Progressive Care approved the Merger Agreement and the transactions contemplated thereby.
Previous report
On October 1, 2024, at 12:01 Eastern time, the Merger became effective and Progressive Care merged with and into Mergers Sub and thereby became a wholly owned subsidiary of NextPlat. In connection with the Merger, each share of Progressive Care common stock that was issued and outstanding immediately prior to the effective time of the Merger was converted into 1.4865 shares of NextPlat common stock, and each warrant to purchase Progressive Care common stock that was outstanding and unexercised immediately prior to the effective time of the Merger automatically converted into a warrant to purchase shares of NextPlat common stock with each such warrant having and being subject to the same terms and conditions (including vesting and exercisability terms) as were applicable to such Progressive Care warrant immediately before the effective time.
Previous report
Total pharmacy prescription and 340B contract revenues were approximately $11.5 million and $12.4 million for the three months ended September 30, 2024 and 2023, respectively, a decrease of approximately $0.8 million. The decrease was primarily due to a decrease in pharmacy prescription reimbursement rates. The pharmacy filled approximately 128,000 and 122,000 prescriptions for the three months ended September 30, 2024 and 2023, respectively.
Previous report
Selling, general and administrative expenses were approximately $2.3 million and $4.2 million for the three months ended September 30, 2024 and 2023, respectively, a decrease of approximately $1.9 million or 45.2%. The decrease for the three months ended September 30, 2024, was mainly attributable to the decrease in stock-based compensation of approximately $2.1 million, partially offset by an increase in operating expenses of approximately $0.1 million related to the Outfitter acquisition on April 1, 2024, and an increase of approximately $0.1 million related to an allowance for credit losses on the note receivable from related party for the Next Borough Capital Fund, LP unsecured promissory note.
Previous report
Salaries, wages and payroll taxes were approximately $2.9 million and $2.5 million for the three months ended September 30, 2024 and 2023, respectively, an increase of approximately $0.4 million or 15.8%. The increase was mainly attributable to an increased headcount in our Healthcare Operations of approximately $0.3 million and approximately $0.1 million related to the Outfitter acquisition on April 1, 2024.
Previous report
The Company performed a long-lived assets impairment test as it relates to the Healthcare Operations reporting segment during the three months ended September 30, 2024 and it was determined that the carrying amount of the asset group at September 30, 2024 exceeded its fair value resulting in the Company recording a non-cash impairment charge to certain long-lived assets, primarily intangible assets, of approximately $3.7 million during the period. Refer to Note 11. Goodwill and Intangible Assets to our quarterly financials for additional details on the impairment charge, valuation methodologies, inputs used in the fair value measurements, and the changes in intangible assets for the period.
Previous report
Professional fees were approximately $2.1 million and $0.5 million for the three months ended September 30, 2024 and 2023, respectively, an increase of approximately $1.6 million or 311.5%. The increase was mainly attributable to the settlement of litigation and associated legal fees with the e-Commerce Operations of approximately $1.0 million, legal and consulting fees as it relates to the merger of Progressive Care of approximately $0.4 million, and fees associated with the shareholders meetings held during September 2024 of approximately $0.2 million. Management does not expect these increases in professional fees to be recurring expenses in the foreseeable future and are not indicative of projected full year results.
Previous report
Depreciation and amortization expenses were approximately $0.5 million and $0.9 million for the three months ended September 30, 2024 and 2023, respectively, a decrease of approximately $0.4 million or 45.1%. The decrease was attributable to the decrease in intangible assets amortization related to Healthcare Operations of approximately $0.4 million.
Previous report
Our total other income increased by approximately $0.4 million for the three months ended September 30, 2024 when compared to same period in 2023.The increase consisted of gain on disposal of property and equipment of approximately $0.1 million and a favorable change in foreign currency rates approximately $0.3 million.
Previous report
Equity Method Investment
Previous report
For the three months ended September 30, 2023, we recorded a gain on the remeasurement of fair value of equity method investment of our affiliate, Progressive Care, of approximately $6.1 million which was accounted for as an equity method investment. Effective July 1, 2023, Progressive Care became a consolidated subsidiary of the Company, which resulted in a change in the accounting treatment from equity method to consolidation.
Previous report
Net (Loss) Income
Previous report
Comprehensive (Loss) Income
Previous report
Results of Operations for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 (in thousands):
Previous report
For the nine months ended September 30, 2024 and 2023, we recognized overall revenue from operations of approximately $49.8 million and $21.1 million, respectively, an overall increase of approximately $28.7 million for the nine months ended September 30, 2024, when compared to the nine months ended September 30, 2023. The increase in revenue was primarily attributable to an increase of approximately $27.3 million from the Healthcare Operations reportable segment as a result of the Progressive Care acquisition on July 1, 2023, and approximately $1.5 million as it relates to the e-Commerce Operations reportable segment.
Previous report
Gross profit margins remained fairly consistent at approximately 28% for both the nine months ended September 30, 2024 and 2023. Healthcare Operations continues to experience pressures from medication price increases despite reimbursement rates not keeping pace with those increases.
Previous report
Our loss before other income increased by approximately $12.7 million for the nine months ended September 30, 2024, when compared to the nine months ended September 30, 2023, as a result of the increase in operating expenses of approximately $20.8 million, offset by the increase in gross profit of approximately $8.1 million. The increase in operating expenses included non-recurring expenses and losses that are not indicative of our regular operations, including impairment losses of approximately $13.7 million and approximately $3.4 million of non-recurring operating expenses associated with our merger with Progressive Care. Without those non-recurring items, loss before other income would have been approximately $3.6 million for the nine months ended September 30, 2024 compared to $8.1 million for the nine months ended September 30, 2023.
Previous report
Revenue
Previous report
Total e-Commerce revenues were approximately $10.2 million and $8.8 million for the nine months ended September 30, 2024 and 2023, respectively, an increase of approximately $1.4 million mainly due to the Outfitter acquisition on April 1, 2024.
Previous report
Total pharmacy prescription and 340B contract revenues were approximately $39.6 million and 12.4 million for the nine months ended September 30, 2024 and 2023, respectively. The increase is due to nine months results for Progressive Care included in the 2024 period versus three months results during the same period in 2023. Progressive Care acquisition occurred on July 1, 2023. The pharmacy filled approximately 395,000 prescriptions for the nine months ended September 30, 2024.
Previous report
Operating Expenses
Previous report
Total operating expenses for the nine months ended September 30, 2024, were approximately $34.9 million, an increase of approximately $20.8 million or 147.0%, from total operating expenses for the nine months ended September 30, 2023, of approximately $14.1 million. Factors contributing to the increase are described below.
Previous report
Selling, general and administrative expenses were approximately $6.5 million and $7.5 million for the nine months ended September 30, 2024 and 2023, respectively, a decrease of approximately $1.0 million or 13.1%. The decrease for the nine months ended September 30, 2024, was mainly attributable to a decrease in stock-based compensation of approximately $3.0 million, offset by an increase of approximately $1.7 million relating to operating expenses of the Healthcare Operations as a result of the Progressive Care acquisition on July 1, 2023, approximately $0.2 million relating to the Outfitter acquisition on April 1, 2024, and an increase of approximately $0.1 million relating to the allowance for credit losses on the note receivable from related party for the Next Borough Capital Fund, LP unsecured promissory note.
Previous report
Salaries, wages and payroll taxes were approximately $8.3 million and $4.0 million for the nine months ended September 30, 2024 and 2023, respectively, an increase of approximately $4.2 million or 105.1%. The increase was mainly attributable to the Healthcare Operations as a result of the Progressive Care acquisition as of July 1, 2023, of approximately $4.0 million, and approximately $0.2 million as it relates to the Outfitter acquisition on April 1, 2024.
Previous report
The Company performed a goodwill impairment test during the nine months ended September 30, 2024 and it was determined that the carrying amount of goodwill exceeded its fair value resulting in the Company recording a non-cash impairment charge of approximately $0.7 million, recorded to the Healthcare Operations reporting segment. As of September 30, 2024, there was no remaining goodwill as it relates to the Healthcare Operations reporting segment. Refer to Note 11. Goodwill and Intangible Assets for additional details on the impairment charges, valuation methodologies, and inputs used in the fair value measurements.
Previous report
The Company performed a long-lived assets impairment test as it relates to the Healthcare Operations reporting segment during the nine months ended September 30, 2024 and it was determined that the carrying amount of the asset group exceeded its fair value resulting in the Company recording a non-cash impairment charge to certain long-lived assets, primarily intangible assets, of approximately $12.8 million in total through the end of the third quarter in 2024. Refer to Note 11. Goodwill and Intangible Assets to our quarterly financials for additional details on the impairment charges, valuation methodologies, inputs used in the fair value measurements, and the changes in intangible assets for the period.
Previous report
Professional fees were approximately$4.1 million and$1.4 million for thenine months ended September 30, 2024 and 2023, respectively, an increase of approximately$2.7 million or 198.4%. The increase was mainly attributable to the settlement of litigation and associated legal fees with the e-Commerce Operations of approximately $1.1 million, legal and consulting fees as it relates to the merger of Progressive Care, of approximately $1.4 million, and fees associated with the shareholders meetings held during September 2024 of approximately $0.2 million. Management does not expect these increases in professional fees to be recurring expenses in the foreseeable future and are not indicative of projected full year results.
Showing the first 40 of 52 passages. Open the source sections for the rest.
Reworded paragraphs (22)
Previous wording
We encourage you to review our periodic reports filed with the SEC and included in the SEC’s EDGAR database, including our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 11, 2024, and our subsequent public filings with the SEC. We encourage you to review Progressive Care's. periodic reports filed with the SEC and included in the SEC’s EDGAR database, including Progressive Care Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 11, 2024, and Progressive Care's subsequent public filings with the SEC.
Current wording
We encourage you to review our periodic reports filed with the SEC and included in the SEC’s EDGAR database, including our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 24, 2025, and our subsequent public filings with the SEC.
Previous wording
Leveraging the e-commerce experience of the Company’s management team and the Company’s existing e-commerce platforms, the Company has embarked upon the rollout of a state-of-the-art e-commerce platform to collaborate with businesses to optimize their ability to sell their goods online, domestically, and internationally, and enabling customers and partners to optimize their e-Commerce presence and revenue, which we expect will become the focus of the Company’s business in the future. Historically, the business of NextPlat has been the provision of a comprehensive array of Satellite Industry communication services, and related equipment sales. The Company operates two main e-commerce websites as well as 25 third-party e-Commerce storefronts such as Alibaba, Amazon, and Walmart. These e-Commerce venues form an effective global network serving thousands of consumers, enterprises, and governments. NextPlat has announced its intention to broaden its e-commerce platform and is implementing comprehensive systems upgrades to support this initiative.
Current wording
Historically, the business of NextPlat has been the provision of a comprehensive array of Satellite Industry communication services, and related equipment sales. The Company operates two main e-commerce websites as well as 25 third-party e-Commerce storefronts such as Alibaba, Amazon, and Walmart. These e-Commerce venues form an effective global network serving thousands of consumers, enterprises, and governments. Leveraging the e-commerce experience of the Company’s management team and the Company’s existing e-commerce platforms, the Company has embarked upon the rollout of a state-of-the-art e-commerce platform to collaborate with businesses to optimize their ability to sell their goods online, domestically, and internationally, and enabling customers and partners to optimize their e-Commerce presence and revenue, which we expect will become the focus of the Company’s business in the future.
Previous wording
Progressive Care, through its wholly-owned subsidiaries, currently owns and operates five pharmacies, which generate most of its pharmacy revenues, which is derived from dispensing medications to their patients. Progressive Care also provides patient health risk reviews and free same-day delivery.
Current wording
Through our wholly owned subsidiaries, we currently own and operate five pharmacies, which generate most of our pharmacy revenues, which is derived from dispensing medications to our patients. We also provide patient health risk reviews and free same-day and next-day delivery.
Previous wording
Progressive Care provides third party administrator (TPA), data management, COVID-19 related diagnostics and vaccinations, prescription pharmaceuticals, compounded medications, telepharmacy services, anti-retroviral medications, medication therapy management, the supply of prescription medications to long-term care facilities, medication adherence packaging, contracted pharmacy services for 340B covered entities under the 340B Drug Discount Pricing Program, and health practice risk management. Progressive Care and its subsidiaries are focused on improving the lives of patients with complex chronic diseases through a patient and provider engagement and their partnerships with payors, pharmaceutical manufacturers, and distributors. Progressive Care offers a broad range of solutions to address the dispensing, delivery, dosing, and reimbursement of clinically intensive, high-cost drugs.
Current wording
In addition, our healthcare operations provide prescription pharmaceuticals, Third Party Administration (“TPA”), data management, telepharmacy services, anti-retroviral medications, medication therapy management, the supply of prescription medications to long-term care facilities, medication adherence packaging, contracted pharmacy services for 340B covered entities under the 340B Drug Discount Pricing Program, and health practice risk management. Our healthcare operations are focused on improving the lives of patients with complex chronic diseases through a patient and provider engagement and their partnerships with payors, pharmaceutical manufacturers, and distributors. We offer a broad range of solutions to address the dispensing, delivery, dosing, and reimbursement of clinically intensive, high-cost drugs.
Previous wording
Progressive Care’s pharmacies also provide contracted pharmacy services for 340B covered entities under the 340B Drug Discount Pricing Program. Under the terms of these agreements, Progressive Care’s pharmacies act as a pass-through for reimbursements on prescription claims adjudicated on behalf of the 340B covered entities in exchange for a dispensing fee per prescription. These fees vary by the covered entity and the level of services provided by Progressive Care.
Current wording
Our pharmacies also provide contracted pharmacy services for 340B covered entities under the 340B Drug Discount Pricing Program. Under the terms of these agreements, our pharmacies act as a pass-through for reimbursements on prescription claims adjudicated on behalf of the 340B covered entities in exchange for a dispensing fee per prescription. These fees vary by the covered entity and the level of services we provide.
Previous wording
Progressive Care’s focus is on complex chronic diseases that generally require multiyear or lifelong therapy, which drives recurring revenue and sustainable growth. Progressive Care’s pharmacy services revenue growth is from expanding its services, new drugs coming to market, new indications for existing drugs, volume growth with current clients, and additions of new customers due to its focus on higher patient engagement, benefit of free delivery to the patient, and clinical expertise. The pharmacies also expand revenue growth through the signing of new contract pharmacy service and data management contracts with 340B covered entities.
Current wording
Our healthcare operations are focused on complex chronic diseases that generally require multi-year or lifelong therapy, which drives recurring revenue and sustainable growth. Our pharmacy services revenue growth is from expanding their services, new drugs coming to market, new indications for existing drugs, volume growth with current clients, and additions of new customers due to their focus on higher patient engagement, benefit of free delivery to the patient, and clinical expertise. The pharmacies also expanded revenue growth through the signing of new contract pharmacy service and data management contracts with 340B covered entities.
Previous wording
Progressive Care provides data management and TPA services for 340B covered entities, pharmacy analytics, and programs to manage Healthcare Effectiveness Data and Information Set (HEDIS) Quality Measures including Medication Adherence. These offerings cater to the need for frontline providers to understand best practices, patient behaviors, care management processes, and the financial mechanisms behind these decisions. ClearMetrX provides data access, and actionable insights that providers and support organizations can use to improve their practice and patient care. ClearMetrX’s TPA services include management of wholesale accounts, patient eligibility with regard to the 340B drug program, development and review of 340B policies and procedures, and management of receivables.
Current wording
Our healthcare operations also provide data management and TPA services for 340B covered entities, pharmacy analytics, and programs to manage HEDIS Quality Measures including Medication Adherence. These offerings cater to the need for frontline providers to understand best practices, patient behaviors, care management processes, and the financial mechanisms behind these decisions. ClearMetrX provides data access, and actionable insights that providers and support organizations can use to improve their practice and patient care. ClearMetrX’s TPA services include management of wholesale accounts, patient eligibility with regard to the 340B drug program, development and review of 340B policies and procedures, and management of receivables.
Previous wording
For the three months ended September 30, 2024 and 2023, we recognized overall revenue from operations of approximately $15.4 million and $15.3 million, respectively, an overall increase of approximately $0.1 million for the three months ended September 30, 2024, when compared to the three months ended September 30, 2023. The increase in revenue was primarily attributable to an increase of approximately $0.9 million from e-Commerce Operations, offset by a decrease of approximately $0.8 million from Healthcare Operations.
Current wording
For the three months ended March 31, 2025 and 2024, we recognized overall revenue from operations of approximately $14.5 million and $17.5 million, respectively, an overall decrease of approximately $3.0 million for the three months ended March 31, 2025, when compared to the three months ended March 31, 2024. The decrease in revenue was primarily attributable to the decrease of approximately $3.1 million from Healthcare Operations, partially offset by the increase of approximately $0.1 million from e-Commerce Operations.
Previous wording
Gross profit margins decreased from approximately 30.0% for the three months ended September 30, 2023, to 22.9% for the three months ended September 30, 2024. The decrease in gross profit margins during the third quarter of 2024 compared to the same period in 2023, was primarily attributable to the decrease in reimbursement rates experienced in Healthcare Operations. The gross profit margins remained consistent for e-Commerce Operations for the third quarter of 2024 compared to the same period in 2023
Current wording
Gross profit margins decreased from approximately 27.8% for the three months ended March 31, 2024, to approximately 23.8% for the three months ended March 31, 2025. The decrease in gross profit margins during the first quarter of 2025 compared to the same period in 2024, was primarily attributable to the decrease in 340B contract revenue in Healthcare Operations, which decreased for the first quarter of 2025 to approximately 23.8% from 27.7% when compared to the same period in 2024 (see further discussion below). The gross profit margins for e-Commerce Operations decreased for the first quarter of 2025 to approximately 24.1% from 28.1% when compared to the same period in 2024 due to a service provider airtime contract that expired on December 31, 2024, which introduced new airtime costs beginning January 1, 2025, and temporary rate reductions for some customers affected by ongoing service interruptions.
Previous wording
Loss before other (income) expense increased by approximately $4.5 million for the three months ended September 30, 2024, when compared to the three months ended September 30, 2023, as a result of the increase in operating expenses of approximately $3.5 million and the decrease in gross profit of approximately $1.1 million See detailed discussion below. The increase in operating expenses included non-recurring expenses and losses that are not indicative of our regular operations, including impairment losses of approximately $3.7 million and approximately $1.4 million of non-recurring operating expenses associated with our merger with Progressive Care. Without those non-recurring items, loss before other (income) expense would have been approximately $2.9 million for the three months ended September 30, 2024 compared to $3.5 million for the three months ended September 30, 2023.
Current wording
Loss before other (income) expense decreased by approximately $0.4 million for the three months ended March 31, 2025, when compared to the three months ended March 31, 2024, as a result of the decrease in operating expenses of approximately $1.8 million and the decrease in gross profit of approximately $1.4 million See detailed discussion below.
Previous wording
Revenue, net for the three months ended September 30, 2024, consisted of e-Commerce sales of satellite phones, tracking devices, accessories, and airtime plans, pharmacy prescription revenues, and 340B contract revenues. For the three months ended September 30, 2024, overall revenues were approximately $15.4 million compared to $15.3 million for the three months ended September 30, 2023, an increase in of approximately $0.1 million or 0.5%.
Current wording
Revenue, net for the three months ended March 31, 2025, consisted of e-Commerce sales of satellite phones, tracking devices, accessories, and airtime plans, pharmacy prescription revenues, and 340B contract revenues. For the three months ended March 31, 2025, overall revenues were approximately $14.5 million compared to $17.5 million for the three months ended March 31, 2024, a decrease in of approximately $3.0 million or 17.0%.
Previous wording
Total e-Commerce revenues were approximately $3.8 million and $2.9 million for the three months ended September 30, 2024 and 2023, respectively, an increase of approximately $0.9 million mainly due to the Outfitter acquisition on April 1, 2024.
Current wording
Total e-Commerce revenues were approximately $3.0 million and $2.9 million for the three months ended March 31, 2025 and 2024, respectively, an increase of approximately $0.1 million driven by the growth in recurring airtime revenue, and the additional revenue from the Outfitter acquisition in 2024, however these were offset by a decline in hardware sales.
Previous wording
Total operating expenses for the three months ended September 30, 2024, were approximately $11.5 million, an increase of approximately $3.5 million, or 42.9%, from total operating expenses for the three months ended September 30, 2023, of approximately $8.1 million. Factors contributing to the increase are described below.
Current wording
Total operating expenses for the three months ended March 31, 2025, were approximately $4.9 million, a decrease of approximately $1.8 million, or 26.2%, from total operating expenses for the three months ended March 31, 2024, of approximately $6.7 million. Factors contributing to the decrease are described below.
Previous wording
The Company recorded approximately $0.1 million of impairment loss related to the write-down of a right-of-use asset as a result of taking the leased equipment out of service and not returning to service in the future. This was recorded to the Healthcare Operations reporting segment for the nine months ended September 30, 2024.
Current wording
Impairment loss for the three months ended March 31, 2024 of approximately $0.1 million was related to the write-down of a right-of-use asset as a result of taking the leased equipment out of service and not returning to service in the future.
Previous wording
We recorded net (loss) income of approximately ($7.7 million) and $2.6 million for the three months ended September 30, 2024 and 2023, respectively. The change was a result of the factors described above.
Current wording
We recorded net losses of approximately $1.3 million and $1.7 million for the three months ended March 31, 2025 and 2024, respectively. The change in net loss was a result of the factors described above.
Previous wording
We recorded comprehensive (loss) income for foreign currency translation adjustments of approximately ($6,000) and $19,000 for the three months ended September 30, 2024 and 2023, respectively. The change was primarily attributed to exchange rate variances.
Current wording
We recorded comprehensive loss for foreign currency translation adjustments of approximately $11,000 and $27,000 for the three months ended March 31, 2025 and 2024, respectively. The change was primarily attributed to exchange rate variances.
Previous wording
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. As of September 30, 2024, we had a cash balance of approximately $20.4 million. Our working capital was approximately $26.1 million at September 30, 2024.
Current wording
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. As of March 31, 2025, we had a cash balance of approximately $17.7 million. Our working capital was approximately $22.1 million at March 31, 2025. We continue to closely monitor our cash position and operating expenditures. In response to recent trends and in alignment with our long-term strategic goals, we continue to implement a series of cost reduction measures aimed at improving operational efficiency and preserving liquidity. These measures include optimizing our delivery process and renegotiation of certain vendor agreements. As a result of these initiatives, we anticipate a reduction in our cash burn going forward. While we remain committed to investing in key growth initiatives, we are prioritizing financial discipline to ensure we maintain adequate liquidity to support ongoing operations and strategic objectives. In addition, management is exploring various options with respect to the Company’s operations, including a possible sale or merger of a portion of our business as well as strategic alternatives to diversify our business operations, including opportunities in additional services, joint ventures, and other collaborative structures.
Previous wording
As of the date of this report, the Company’s existing cash resources and existing borrowing availability are sufficient to support planned operations for the next 12 months. As a result, management believes that the existing financial resources are sufficient to continue operating activities for at least one year past the issuance date of the financial statements.
Current wording
As of the date of this report, the Company’s existing cash resources are sufficient to support planned operations for the next 12 months. As a result, management believes that the existing financial resources are sufficient to continue operating activities for at least one year past the issuance date of the financial statements.
Previous wording
Net cash flows used by operating activities totaled approximately $5.0 million and $4.3 million for the nine months ended September 30, 2024 and 2023, respectively, and changed by approximately $0.7 million period over period. The unfavorable change of approximately $0.7 million was primarily attributable to the following when compared period over period:
Current wording
Net cash flows used by operating activities totaled approximately $2.1 million and $2.7 million for the three months ended March 31, 2025 and 2024, respectively, and changed by approximately $0.6 million period over period. The favorable change of approximately $0.6 million was primarily attributable to the following:
Previous wording
● an increase in cash received from e-Commerce Operations of approximately $1.6 million due to year-over-year sales increase; an increase in cash received from Healthcare Operations of approximately $34.0 million was mainly due to nine months results for Progressive Care included in the 2024 period versus three months results during the same period in 2023 as a result of the acquisition of as of July 1, 2023;
Current wording
● an increase in cash received from e-Commerce Operations of approximately $0.1 million due to the year-over-year sales increase;
Previous wording
Net cash flows (used) provided in investing activities were approximately ($1.0 million) and $5.4 million for the nine months ended September 30, 2024 and 2023, respectively. The cash outflow in 2024 was attributable to the acquisition of Outfitter, compared to the cash inflow in 2023 due to the additional investment in Progressive Care.
Current wording
Net cash flows used in investing activities were approximately $22,000 and $63,000 for the three months ended March 31, 2025 and 2024, respectively. The cash outflow in 2025 and 2024 was attributable to the purchase of vehicles for our Healthcare Operations delivery fleet.
Previous wording
Cash provided by financing activities were approximately $50,000 for the nine months ended September 30, 2024 primarily attributable to the exercise of warrants and capital contributions of non-controlling interest, offset by repayment of notes payable. Cash provided by financing activities of approximately $6.3 million for the nine months ended September 30, 2023 primarily attributable to the proceeds from a capital raise and exercise of warrants, offset by repayment of notes payable.
Current wording
Net cash flows used in financing activities were approximately $0.1 million for the three months ended March 31, 2025, primarily attributable to the repayment of notes payable. Net cash flows used in financing activities of approximately $1,000 for the three months ended March 31, 2024, primarily attributable to the repayment of notes payable, offset by capital contributions received.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
● a decrease in cash received from Healthcare Operations of approximately $0.8 million due to the year-over-year sales decrease;
Rearranged previous paragraphs (5)
Previous report — wording carried elsewhere
Our revenues were as follows (in thousands):
Previous report — wording carried elsewhere
Revenues, net for the nine months ended September 30, 2024, consisted of e-Commerce sales of satellite phones, tracking devices, accessories, and airtime plans, pharmacy prescription revenue, and 340B contract revenues. For the nine months ended September 30, 2024, overall revenues were approximately $49.8 million compared to $21.1 million for the nine months ended September 30, 2023, an increase in of approximately $28.7 million or 136.0%.
Previous report — wording carried elsewhere
Our operating expenses were as follows (in thousands):
Previous report — wording carried elsewhere
We recorded net losses of approximately $20.1 million and $2.9 million for the nine months ended September 30, 2024 and 2023, respectively. The change was a result of the factors described above.
Previous report — wording carried elsewhere
We recorded comprehensive losses for foreign currency translation adjustments of approximately $30,000 and $16,000 for the nine months ended September 30, 2024 and 2023, respectively. The change was primarily attributed to exchange rate variances.