UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
or
For the transition period from [ ] to [ ]
Commission file number:
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Securities registered pursuant to Section 12(b)
of the Act:
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(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
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| ☒ | Smaller reporting company | ||
| Emerging growth company |
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As of August 14, 2024, there were
TABLE OF CONTENTS
| PAGE NO. | ||
| PART I | FINANCIAL INFORMATION | 1 |
| Item 1 | Financial Statements (Unaudited) | 1 |
| Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 41 |
| Item 3 | Quantitative and Qualitative Disclosures about Market Risk | 50 |
| Item 4 | Controls and Procedures | 50 |
| Part II | OTHER INFORMATION | 51 |
| Item 1 | Legal Proceedings | 51 |
| Item 1A | Risk Factors | 51 |
| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 51 |
| Item 3 | Defaults upon Senior Securities | 51 |
| Item 4 | Mine Safety Disclosure | 51 |
| Item 5 | Other Information | 51 |
| Item 6 | Exhibits | 51 |
i
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
HEALTHLYNKED CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net of allowance for doubtful accounts of $- | ||||||||
| Inventory, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Contingent sale consideration receivable, current portion | ||||||||
| Total Current Assets | ||||||||
| Property and equipment, net of accumulated depreciation of $ | ||||||||
| Intangible assets, net of accumulated amortization of $ | ||||||||
| Right of use lease assets | ||||||||
| Deposits, long term portion | ||||||||
| Contingent sale consideration receivable, long term portion | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current Liabilities | ||||||||
| Accounts payable, accrued expenses and other current liabilities | $ | $ | ||||||
| Contract liabilities | ||||||||
| Lease liability, current portion | ||||||||
| Notes payable and other amounts due to related party, net of unamortized original issue discount of $ | ||||||||
| Notes payable, current portion, net of unamortized original issue discount of $ | ||||||||
| Indemnification liability | ||||||||
| Total Current Liabilities | ||||||||
| Long-Term Liabilities | ||||||||
| Lease liability, long term portion | ||||||||
| Government notes payable, long term portion | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies (Note 14) | ||||||||
| Shareholders’ Equity (Deficit) | ||||||||
| Common stock, par value $ | ||||||||
| Series B convertible preferred stock, par value $ | ||||||||
| Common stock issuable, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Shareholders’ Equity (Deficit) | ( | ) | ||||||
| Total Liabilities and Shareholders’ Equity | $ | $ | ||||||
See the accompanying notes to these Unaudited Condensed Consolidated Financial Statements
1
HEALTHLYNKED CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenue | ||||||||||||||||
| Patient service revenue, net | $ | $ | $ | $ | ||||||||||||
| Subscription revenue | ||||||||||||||||
| Product revenue | ||||||||||||||||
| Total revenue | ||||||||||||||||
| Operating Expenses and Costs | ||||||||||||||||
| Practice salaries and benefits | ||||||||||||||||
| Other practice operating expenses | ||||||||||||||||
| Cost of product revenue | ||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Total Operating Expenses and Costs | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Income (Expenses) | ||||||||||||||||
| Loss on extinguishment of debt | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Change in fair value of debt | ||||||||||||||||
| Amortization of original issue discounts on notes payable | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gain from realization of contingent sale consideration receivable | ||||||||||||||||
| Change in fair value of contingent acquisition consideration | ||||||||||||||||
| Interest expense and other | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other income (expenses) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss from continuing operations before provision for income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income taxes | ||||||||||||||||
| Loss from continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Discontinued operations (Note 4) | ||||||||||||||||
| Loss from operations of discontinued operations | ( | ) | ( | ) | ||||||||||||
| Gain from disposal of discontinued operations | — | — | — | |||||||||||||
| Gain (loss) on discontinued operations | ( | ) | ||||||||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| Loss per share from continuing operations, basic and diluted: | ||||||||||||||||
| Basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Fully diluted | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gain (loss) on discontinued operations, basic and diluted: | ||||||||||||||||
| Basic | $ | $ | ( | ) | $ | $ | ||||||||||
| Fully diluted | ( | ) | ||||||||||||||
| Net loss per share, basic and diluted: | ||||||||||||||||
| Basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| Fully diluted | ( | ) | ( | ) | ( | ) | ||||||||||
| Weighted average number of common shares: | ||||||||||||||||
| Basic | ||||||||||||||||
| Fully diluted | ||||||||||||||||
See the accompanying notes to these Unaudited Condensed Consolidated Financial Statements
2
HEALTHLYNKED CORP.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
THREE AND SIX MONTHS ENDED JUNE 30, 2024
(UNAUDITED)
| Number of Shares | Common | Additional | Total | |||||||||||||||||||||||||||||
| Common | Preferred | Common | Preferred | Stock | Paid-in | Accumulated | Shareholders’ | |||||||||||||||||||||||||
| Stock | Stock | Stock | Stock | Issuable | Capital | Deficit | Equity | |||||||||||||||||||||||||
| (#) | (#) | ($) | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||||||||||
| Balance at December 31, 2023 | ( | ) | ||||||||||||||||||||||||||||||
| Sales of common stock | — | |||||||||||||||||||||||||||||||
| Fair value of warrants allocated to proceeds of common stock | — | — | ||||||||||||||||||||||||||||||
| Fair value of warrants allocated to proceeds of related party debt | — | — | ||||||||||||||||||||||||||||||
| Fair value of beneficial conversion feature allocated to proceeds of related party debt | — | — | ||||||||||||||||||||||||||||||
| Consultant and director fees payable with common shares and warrants | — | — | ||||||||||||||||||||||||||||||
| Shares and options issued to employees | — | — | ( | ) | ||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at March 31, 2024 | ( | ) | ||||||||||||||||||||||||||||||
| Sales of common stock | — | |||||||||||||||||||||||||||||||
| Fair value of warrants allocated to proceeds of common stock | — | — | ||||||||||||||||||||||||||||||
| Fair value of warrants allocated to proceeds of related party debt | — | — | ||||||||||||||||||||||||||||||
| Fair value of beneficial conversion feature allocated to proceeds of related party debt | — | — | ||||||||||||||||||||||||||||||
| Consultant and director fees payable with common shares and warrants | — | — | ||||||||||||||||||||||||||||||
| Shares and options issued to employees | — | ( | ) | |||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at June 30, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
See the accompanying notes to these Unaudited Condensed
Consolidated Financial Statements
3
HEALTHLYNKED CORP.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
THREE AND SIX MONTHS ENDED JUNE 30, 2023
(UNAUDITED)
| Number of Shares | Common | Additional | Total | |||||||||||||||||||||||||||||
| Common | Preferred | Common | Preferred | Stock | Paid-in | Accumulated | Shareholders’ | |||||||||||||||||||||||||
| Stock | Stock | Stock | Stock | Issuable | Capital | Deficit | Equity | |||||||||||||||||||||||||
| (#) | (#) | ($) | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||||||||||
| Balance at December 31, 2022 | ( | ) | ||||||||||||||||||||||||||||||
| Sales of common stock pursuant to Standby Equity Purchase Agreement | — | |||||||||||||||||||||||||||||||
| Other sales of common stock | ||||||||||||||||||||||||||||||||
| Fair value of warrants allocated to proceeds of common stock | — | — | ||||||||||||||||||||||||||||||
| Fair value of warrants allocated to proceeds of related party debt | — | — | ||||||||||||||||||||||||||||||
| Consultant and director fees payable with common shares and warrants | — | — | ||||||||||||||||||||||||||||||
| Shares and options issued to employees | — | ( | ) | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Balance at March 31, 2023 | ( | ) | ||||||||||||||||||||||||||||||
| Other sales of common stock | ||||||||||||||||||||||||||||||||
| Fair value of warrants allocated to proceeds of common stock | — | — | — | |||||||||||||||||||||||||||||
| Fair value of warrants allocated to proceeds of related party debt | — | — | ||||||||||||||||||||||||||||||
| Consultant and director fees payable with common shares and warrants | — | |||||||||||||||||||||||||||||||
| Shares and options issued to employees | — | |||||||||||||||||||||||||||||||
| Incremental fair value of repriced warrants | — | — | ||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at June 30, 2023 | ( | ) | ||||||||||||||||||||||||||||||
See the accompanying notes to these Unaudited
Condensed Consolidated Financial Statements
4
HEALTHLYNKED CORP.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
| Six Months Ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Loss from discontinued operations | ||||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Gain from disposal of discontinued operations | — | ( | ) | |||||
| Depreciation and amortization | ||||||||
| Stock based compensation, including amortization of deferred equity compensation | ||||||||
| Amortization of debt discount | ||||||||
| Loss on extinguishment of debt | ||||||||
| Change in fair value of debt | ( | ) | ||||||
| Gain from realization of contingent sale consideration receivable | ( | ) | ||||||
| Change in fair value of contingent acquisition consideration | ( | ) | ( | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventory | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Right of use lease assets | ||||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Lease liability | ( | ) | ( | ) | ||||
| Contract liabilities | ( | ) | ||||||
| Net cash used in continuing operating activities | ( | ) | ( | ) | ||||
| Net cash used in discontinued operating activities | — | ( | ) | |||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Proceeds from sale of discontinued operations | ||||||||
| Acquisition of property and equipment | ( | ) | ||||||
| Net cash provided by (used in) continuing investing activities | ( | ) | ||||||
| Net cash used in discontinued investing activities | ||||||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds from sale of common stock | ||||||||
| Proceeds from related party notes payable | ||||||||
| Proceeds from third party notes payable | ||||||||
| Repayment of related party notes payable | ( | ) | ( | ) | ||||
| Repayment of third party notes payable | ( | ) | ( | ) | ||||
| Net cash provided by continuing financing activities | ||||||||
| Net cash provided by discontinued financing activities | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase (decrease) in cash | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
(continued)
5
HEALTHLYNKED CORP.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
| Six Months Ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid during the period for interest | $ | $ | ||||||
| Cash paid during the period for income tax | $ | $ | ||||||
| Schedule of non-cash investing and financing activities: | ||||||||
| Recognition of operating lease: right of use asset and lease liability | $ | $ | ||||||
| Common stock issuable issued during period | $ | $ | ||||||
| Fair value of options issued in satisfaction of common stock issuable | $ | $ | ||||||
| Fair value of warrants allocated to proceeds of related party notes payable | $ | $ | ||||||
| Fair value of beneficial conversion feature allocated to proceeds of related party notes payable | $ | $ | ||||||
| Fair value of warrants issued to extend debt | $ | $ | ||||||
| Incremental fair value of convertible note payable to related party resulting from refinancing | $ | $ | ||||||
| Net carrying value of equity liabilities (assets) written off | $ | $ | ||||||
| Proceeds from sale of common stock under Standby Equity Purchase Agreement applied to note payable balance | $ | $ | ||||||
| Accrued interest included in fair value of note payable | $ | $ | ||||||
See the accompanying notes to these Unaudited Condensed
Consolidated Financial Statements
6
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024 (UNAUDITED)
NOTE 1 – BUSINESS AND BUSINESS PRESENTATION
HealthLynked Corp. (the “Company”)
was incorporated in the State of Nevada on August 4, 2014. On September 2, 2014, the Company filed Amended and Restated Articles of Incorporation
with the Secretary of State of Nevada setting the total number of authorized shares at
The Company currently operates in three distinct divisions:
| ● | Health Services Division: This division includes a diverse range of practices in Naples Women’s Center (“NWC”), offering comprehensive Obstetrics and Gynecology services; Naples Center for Functional Medicine (“NCFM”), which provides personalized and integrative healthcare solutions; Bridging the Gap Physical Therapy (“BTG”) in Bonita Springs, specializing in manual therapy techniques to expedite recovery and manage pain without the need for medications or surgery; and Aesthetic Enhancements Unlimited (“AEU”), which focuses on minimally and non-invasive cosmetic services. |
| ● | Digital Healthcare Division: At the forefront of healthcare innovation, this division develops and manages an advanced online concierge medical service. The HealthLynked Network facilitates efficient management of medical records and care, allowing seamless patient appointment scheduling, comprehensive telemedicine services, and a cloud-based system for medical information and records management. It also supports physicians in expanding their practices and acquiring new patients through our robust online scheduling system. |
| ● | Medical Distribution Division: MedOffice Direct LLC (“MOD”), a part of this division, operates as a virtual distributor of discounted medical supplies to consumers and medical practices nationwide, ensuring timely and cost-effective delivery. |
In a strategic restructuring, during October 2022, our Board of Directors (the “Board”) approved the divestiture of the former ACO/MSO Division, including Cura Health Management LLC (“CHM”) and its subsidiary ACO Health Partners LLC (“AHP”). CHM and AHP were involved in enhancing coordinated care through the Medicare Shared Savings Program (“MSSP”). The divestiture was completed on January 17, 2023, aligning with the Company’s focus on core growth areas. See Note 4, “Discontinued Operations,” for additional information.
These unaudited condensed consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America (“GAAP”). These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended December 31, 2023 and 2022, respectively, which are included in the Company’s Form 10-K, filed with the United States Securities and Exchange Commission (the “Commission”) on April 1, 2024. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of results for the entire year ending December 31, 2024.
On a consolidated basis, the Company’s operations are comprised of the parent company, HealthLynked Corp., and its five subsidiaries: NWC, NCFM, BTG, MOD and AEU. Results through January 17, 2023 also include operations of AHP, which was sold, and CHM, which was discontinued, both effective as of January 17, 2023. All significant intercompany transactions and balances have been eliminated upon consolidation. In addition, certain amounts in the prior periods’ consolidated financial statements have been reclassified to conform to the current period presentation.
Uncertainty Due to Geopolitical Events
Due to the Hamas-Israel and Russia-Ukraine conflicts, there has been uncertainty and disruption in the global economy. Although these events did not have a direct material adverse impact on the Company’s financial results for the three or six months ended June 30, 2024, at this time the Company is unable to fully assess the aggregate impact the Hamas-Israel and Russia-Ukraine conflicts will have on its business due to various uncertainties, which include, but are not limited to, the duration of the conflicts, the conflicts’ effect on the economy, the impact on the Company’s businesses and actions that may be taken by governmental authorities related to the conflicts.
7
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024 (UNAUDITED)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the presentation of the accompanying condensed consolidated financial statements follows:
Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared in conformity with GAAP. All amounts referred to in the notes to the condensed consolidated financial statements are in United States Dollars ($) unless stated otherwise.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Significant estimates include assumptions about fair valuation of acquired intangible assets; cash flow and fair value assumptions associated with measurements of contingent sale consideration receivable, contingent acquisition consideration payable, and impairment of intangible assets; valuation of inventory; collection of accounts receivable; the valuation and recognition of stock-based compensation expense; valuation allowance for deferred tax assets; and borrowing rate consideration for right-of-use (“ROU”) lease assets including related lease liability and useful life of fixed assets.
Revenue Recognition
Patient service revenue
Patient service revenue is earned for patient services provided to patients at our NWC facility, functional medicine services provided to patients at our NCFM facility, and physical therapy services provided to patients at our BTG facility. Patient service revenue is reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for providing patient care. These amounts are due from patients and third-party payors (including health insurers and government programs) and include variable consideration for retroactive revenue adjustments due to settlement of audits, reviews, and investigations. Generally, the Company bills patients and third-party payors within days after the services are performed and/or the patient is discharged from the facility. Revenue is recognized as performance obligations are satisfied.
Performance obligations are determined based on the nature of the services provided by the Company. Revenue for performance obligations satisfied over time includes revenue from NCFM annual access contracts (the Medical Membership and Concierge Program prior to October 1, 2023 and the more comprehensive Optimal Health 365 Access Plan thereafter), NWC annual administration fees, and BTG physical therapy bundles. Revenue from NCFM Medical Memberships and Concierge contracts and NWC annual administration fees, which include bundled products and services that have substantially the same pattern of transfer to the customer, is recognized over the period of delivery, which is the same as the period of the contract (typically, one year). Revenue from prepaid BTG physical therapy bundles, for which performance obligations are satisfied over time as visits are incurred, is recognized based on actual visits incurred in relation to total expected visits. At inception of such contracts, the Company recognizes contract liabilities for the value of services to be provided and, where applicable, contract assets for recoverable amounts incurred to obtain a customer contract that would not have incurred if the contract had not been obtained. The Company believes that these methods provide a faithful depiction of the transfer of services over the term of the performance obligations based on the inputs needed to satisfy the obligation.
Revenue for performance obligations satisfied at a point in time, which includes all patient service revenue other than NCFM annual access contracts, NWC annual administration fees, and BTG physical therapy bundles, is recognized when goods or services are provided at the time of the patient visit, and at which time the Company is not required to provide additional goods or services to the patient.
8
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024 (UNAUDITED)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Patient service revenues are presented on the statement of operations net of contractual adjustments provided to third-party payors, discounts provided to uninsured patients in accordance with the Company’s policy, and/or implicit price concessions provided to uninsured patients. Estimates of contractual adjustments and discounts require significant judgment and are based on the Company’s current contractual agreements, its discount policies, and historical experience. The Company determines its estimate of implicit price concessions based on its historical collection experience with this class of patients. There were no material changes during the six months ended June 30, 2024 or 2023 to the judgments applied in determining the amount and timing of patient service revenue.
Agreements with third-party payors typically provide for payments at amounts less than established charges. A summary of the payment arrangements with major third-party payors follows:
| ● | Medicare: Certain inpatient acute care services are paid at prospectively determined rates per discharge based on clinical, diagnostic and other factors. Certain services are paid based on cost-reimbursement methodologies subject to certain limits. Physician services are paid based upon established fee schedules. Outpatient services are paid using prospectively determined rates; |
| ● | Medicaid: Reimbursements for Medicaid services are generally paid at prospectively determined rates per discharge, per occasion of service, or per covered member. |
| ● | Other: Payment agreements with certain commercial insurance carriers, health maintenance organizations, and preferred provider organizations provide for payment using prospectively determined rates per discharge, discounts from established charges, and prospectively determined daily rates. |
Laws and regulations concerning government programs, including Medicare and Medicaid, are complex and subject to varying interpretation. As a result of investigations by governmental agencies, various health care organizations have received requests for information and notices regarding alleged noncompliance with those laws and regulations, which, in some instances, have resulted in organizations entering into significant settlement agreements. Compliance with such laws and regulations may also be subject to future government review and interpretation as well as significant regulatory action, including fines, penalties, and potential exclusion from the related programs. There can be no assurance that regulatory authorities will not challenge the Company’s compliance with these laws and regulations, and it is not possible to determine the impact, if any, such claims or penalties would have upon the Company. In addition, the contracts the Company has with commercial payors also provide for retroactive audit and review of claims.
Settlements with third-party payors for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known, or as years are settled or are no longer subject to such audits, reviews, and investigations.
The Company also provides services to uninsured patients, and offers those uninsured patients a discount, either by policy or law, from standard charges. The Company estimates the transaction price for patients with deductibles and coinsurance and for those who are uninsured based on historical experience and current market conditions. The initial estimate of the transaction price is determined by reducing the standard charge by any contractual adjustments, discounts, and implicit price concessions. Subsequent changes to the estimate of the transaction price are generally recorded as adjustments to patient service revenue in the period of the change. Patient services provided by NCFM, BTG and AEU are provided on a cash basis and not submitted through third party insurance providers.
9
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024 (UNAUDITED)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Product and Other Revenue
Revenue is derived from the distribution of medical products that are sourced from a third party. The Company recognizes revenue at a point in time when title transfers to customers and the Company has no further obligation to provide services related to such products, which occurs when the product ships. The Company is the principal in its revenue transactions and as a result revenue is recorded on a gross basis. The Company has determined that it controls the ability to direct the use of the product provided prior to transfer to a customer, is primarily responsible for fulfilling the promise to provide the product to its customer, has discretion in establishing prices, and ultimately controls the transfer of the product to the customer. Shipping and handling costs billed to customers are recorded in revenue. Contract liabilities related to product revenue are recognized when payment is received but for which the Company has not met its product fulfillment performance obligation.
Sales are made inclusive of sales tax, where such sales tax is applicable. Sales tax is applicable on sales made in the state of Florida, where the Company has physical nexus. The Company has determined that it does not have economic nexus in any other states. The Company does not sell products outside of the United States.
The Company maintains a return policy that allows customers to return a product within a specified period of time prior to and subsequent to the expiration date of the product. The Company analyzes the need for a product return allowance at the end of each period based on eligible products.
Cash and Cash Equivalents
For financial statement purposes, the Company
considers all highly liquid investments with original maturities of six months or less to be cash and cash equivalents. Accounts at each
institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $
Accounts Receivable
Trade receivables related to NWC services billed
to third party payors are carried at the estimated collectible amount, which is the standard charge based on the Company’ list price,
net of contractual adjustments provided to third-party payors, discounts provided to uninsured patients in accordance with the Company’s
policy, and/or implicit price concessions provided to uninsured patients. Trade credit is generally extended on a short-term basis; thus
trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past collectability
of the insurance companies, government agencies, and customers’ accounts receivable during the related period which generally approximates
Other Comprehensive Income
The Company does not have any activity that results in Other Comprehensive Income.
Leases
Upon transition under ASU 2016-02, the Company elected the suite of practical expedients as a package applied to all of its leases, including (i) not reassessing whether any expired or existing contracts are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing initial direct costs for any existing leases. For new leases, the Company will determine if an arrangement is or contains a lease at inception. Leases are included as ROU assets within other assets and ROU liabilities within accrued expenses and other liabilities and within other long-term liabilities on the Company’s consolidated balance sheets.
ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company’s leases do not provide an implicit rate. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. See Note 8 for more complete details on balances as of the reporting periods presented herein.
10
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024 (UNAUDITED)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Inventory
Inventory consisting of supplements, is stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. Outdated inventory is directly charged to cost of goods sold.
Intangible Assets
The Company recognizes an acquired intangible whenever the intangible arises from contractual or other legal rights, or whenever it can be separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability. Such intangibles are amortized over their estimated useful lives unless the estimated useful life is determined to be indefinite. Amortizable intangible assets are being amortized primarily over useful lives of five years. The straight-line method of amortization is used as it has been determined to approximate the use pattern of the assets. Impairment losses are recognized if the carrying amount of an intangible that is subject to amortization is not recoverable from expected future cash flows and its carrying amount exceeds its fair value.
Concentrations of Credit Risk
The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. There are no patients/customers that represent 10% or more of the Company’s revenue or accounts receivable. Generally, the Company’s cash and cash equivalents are in checking accounts. The Company relies on a sole supplier for the fulfillment of substantially all of its product sales made through MOD.
Property and Equipment
Property and equipment are stated at cost. When
retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the
net difference less any amount realized from disposition, is reflected in earnings. For consolidated financial statement purposes, property
and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of
The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value.
Fair Value of Assets and Liabilities
Fair value is the price that would be received from the sale of an asset or paid to transfer a liability (i.e. an exit price) in the principal or most advantageous market in an orderly transaction between market participants. In determining fair value, the accounting standards have established a three-level hierarchy that distinguishes between (i) market data obtained or developed from independent sources (i.e., observable data inputs) and (ii) a reporting entity’s own data and assumptions that market participants would use in pricing an asset or liability (i.e., unobservable data inputs). Financial assets and financial liabilities measured and reported at fair value are classified in one of the following categories, in order of priority of observability and objectivity of pricing inputs:
| ● | Level 1 – Fair value based on quoted prices in active markets for identical assets or liabilities; |
| ● | Level 2 – Fair value based on significant directly observable data (other than Level 1 quoted prices) or significant indirectly observable data through corroboration with observable market data. Inputs would normally be (i) quoted prices in active markets for similar assets or liabilities, (ii) quoted prices in inactive markets for identical or similar assets or liabilities or (iii) information derived from or corroborated by observable market data; |
| ● | Level 3 – Fair value based on prices or valuation techniques that require significant unobservable data inputs. Inputs would normally be a reporting entity’s own data and judgments about assumptions that market participants would use in pricing the asset or liability. |
11
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024 (UNAUDITED)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The fair value measurement level for an asset or liability is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs.
The Company utilizes a binomial lattice option pricing model to estimate the fair value of options, warrants, beneficial conversion features and other Level 3 financial assets and liabilities. The Company believes that the binomial lattice model results in the best estimate of fair value because it embodies all of the requisite assumptions (including the underlying price, exercise price, term, volatility, and risk-free interest-rate) necessary to fairly value these instruments and, unlike less sophisticated models like the Black-Scholes model, it also accommodates assumptions regarding investor exercise behavior and other market conditions that market participants would likely consider in negotiating the transfer of such an instruments.
Stock-Based Compensation
The Company accounts for stock-based compensation to employees and nonemployees under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718 “Compensation – Stock Compensation” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. The Company uses a binomial lattice pricing model to estimate the fair value of options and warrants granted.
Income Taxes
The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. No income tax has been provided for the six months ended June 30, 2024 since the Company sustained a loss in that period. No income tax was provided for the six months ended June 30, 2023 because the Company had sufficient operating loss carryforwards to offset any net income for the full year 2023, including income from capital gains related to the disposal of discontinued operations. The Company recognized net loss for the full year 2023. Due to the uncertainty of the utilization and recoverability of the loss carry-forwards and other deferred tax assets, management has determined a full valuation allowance for the deferred tax assets, since it is more likely than not that the deferred tax assets will not be realizable.
Recurring Fair Value Measurements
The carrying value of the Company’s financial assets and financial liabilities is their cost, which may differ from fair value. The carrying value of cash held as demand deposits, money market and certificates of deposit, marketable investments, accounts receivable, accounts payable, and accrued liabilities approximated their fair value.
12
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024 (UNAUDITED)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Net Income (Loss) per Share
Basic net income (loss) per common share is computed
by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. During the six months
ended June 30, 2024 and 2023, the Company reported a loss from continuing operations. As a result, diluted net income (loss) per common
share is computed in the same manner as basic net income (loss) per common share, even though the Company had net income in the six months
ended June 30, 2023 after adjusting for discontinued operations. The Company excluded all outstanding stock options, warrants and other
dilutive securities from the calculation of diluted net loss per common share because inclusion of these securities would have been anti-dilutive.
As of June 30, 2024 and December 31, 2023, potentially dilutive securities were comprised of (i)
Common Stock Awards
The Company grants common stock awards to non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted, whichever is more reliably measurable. The fair value measurement date of these awards is generally the date the performance of services is complete. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided by non-employees is recorded on the consolidated statement of operations in the same manner and charged to the same account as if such settlements had been made in cash. From time to time, the Company also issues stock awards settleable in a variable number of common shares. Such awards are classified as liabilities until such time as the number of shares underlying the grant is determinable.
Warrants
In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes pricing model as of the measurement date. The Company uses a binomial lattice pricing model to estimate the fair value of compensation options and warrants. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value as expense over the requisite service period, or at the date of issuance, if there is not a service period. Certain of the Company’s warrants include a so-called down round provision. The Company accounts for such provisions pursuant to ASU No. 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity and Derivatives and Hedging, which calls for the recognition of a deemed dividend in the amount of the incremental fair value of the warrant due to the down round when triggered.
Business Segments
The Company uses the “management approach”
to identify its reportable segments. The management approach designates the internal organization used by management for making operating
decisions and assessing performance as the basis for identifying the Company’s reportable segments. Using the management approach,
the Company determined that it has
The Company’s ACO/MSO segment was sold on January 17, 2023. As described in further detail in Note 4, “Discontinued Operations,” this unit’s assets and liabilities are classified as held for sale as of December 31, 2022 and the unit’s results of operations are classified as “Income (loss) from operations of discontinued operations” in the three and six months ended June 30, 2024 and 2023.
13
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024 (UNAUDITED)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recently Adopted Pronouncements
In March 2020, the FASB issued ASU 2020-03, “Codification Improvements to Financial Instruments.” The amendments in this update are to clarify, correct errors in, or make minor improvements to a variety of ASC topics. The changes in ASU 2020-03 are not expected to have a significant effect on current accounting practices. The ASU improves various financial instrument topics in the Codification to increase stakeholder awareness of the amendments and to expedite the improvement process by making the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. The ASU is effective for smaller reporting companies for fiscal years beginning after December 15, 2022 with early application permitted. The Company adopted this standard for the year ended December 31, 2023. The adoption did not have a material effect on the Company’s consolidated financial statements.
In October 2021, the FASB issued guidance which requires companies to apply Topic 606, Revenue from Contracts with Customers, to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination. Public entities must adopt the new guidance for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years, with early adoption permitted. The Company adopted this standard for the year ended December 31, 2023. The adoption did not have a material effect on the Company’s consolidated financial statements.
In November 2023, the FASB issued Accounting Standards Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280, on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this standard in the six months ended June 30, 2024. The adoption did not have a material effect on the Company’s consolidated financial statements.
In December 2023, the FASB issued Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this standard in the six months ended June 30, 2024. The adoption did not have a material effect on the Company’s consolidated financial statements.
No other new accounting pronouncements were issued or became effective in the period that had, or are expected to have, a material impact on our consolidated Financial Statements.
NOTE 3 – LIQUIDITY AND GOING CONCERN ANALYSIS
Under ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”), the Company is required to evaluate whether there is substantial doubt about its ability to continue as a going concern each reporting period, including interim periods. Pursuant to ASU 2014-15, in evaluating the Company’s ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern within 12 months after the Company’s financial statements were issued (August 14, 2025). Management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows and the Company’s obligations due before August 14, 2025.
The Company is subject to a number of risks, including uncertainty related to product development and generation of revenues and positive cash flow from its Digital Healthcare Division and a dependence on outside sources of capital. The attainment of profitable operations is dependent on future events, including obtaining adequate financing to fulfill the Company’s growth and operating activities and generating a level of revenues adequate to support the Company’s cost structure.
As of June 30, 2024, the Company had cash balances
of $
14
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024 (UNAUDITED)
NOTE 3 – LIQUIDITY AND GOING CONCERN ANALYSIS (CONTINUED)
Management has evaluated the significance of the conditions described above in relation to the Company’s ability to meet its obligations and concluded that, without additional funding, the Company will not have sufficient funds to meet its obligations within one year from the date the consolidated financial statements were issued.
As described further in Note 4, “Discontinued
Operations,” on January 17, 2023, the Company entered into the AHP Merger Agreement, pursuant to which the Buyer agreed to buy,
and the Company agreed to sell, AHP. The Company received $
During the six months ended June 30, 2024, the
Company also (i) received net proceeds from the issuance of notes payable to related parties and third parties totaling $
On July 5, 2022, the Company entered into a Standby
Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”) (See Note 13, “Shareholders’
Equity,” below for additional information on the SEPA). Pursuant to the SEPA, the Company shall have the right to sell to Yorkville
up to
Without raising additional capital, either via additional advances made pursuant to the SEPA or from other sources, there is substantial doubt about the Company’s ability to continue as a going concern through August 14, 2025. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of presentation contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business.
15
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024 (UNAUDITED)
NOTE 4 – DISCONTINUED OPERATIONS
Description of Transaction
During the fourth quarter of 2022, the Board approved
a plan to sell the Company’s ACO/MSO Division, which operated an Accountable Care Organization (“ACO”) that assisted
physician practices in providing coordinated and more efficient care to patients via the MSSP, which rewards providers for efficiency
in patient care. On January 17, 2023, the Company entered into an Agreement and Plan of Merger (the “AHP Merger Agreement”),
pursuant to which the buyer PBACO Holding, LLC, an operator of ACOs, (the “Buyer”) agreed to buy, and the Company agreed to
sell, AHP (the “AHP Sale”). Pursuant to the terms of the AHP Merger Agreement, the Company received or will receive the following
consideration: (1) $
In the event Buyer goes public through means other
than an IPO, the parties agreed to modify the terms of the IPO Share Consideration to implement such alternate structure. In the event
Buyer does not go public by IPO or other means by February 1, 2025, the Company receives no IPO Share Consideration, and the Transaction
consideration is capped at the cash consideration of up to $
Pursuant to the terms of the Merger Agreement, formal transfer of the equity ownership of AHP from the Company to the Buyer will occur at the earlier of (i) Buyer’s IPO, (ii) Buyer going public by other means, or (iii) if Buyer does not go public, on February 1, 2025. Until that time, the Company has the right, but not the obligation, to reacquire AHP for a price equal to any consideration already paid by the Buyer for AHP, plus all expenses incurred by Buyer in operating AHP after January 16, 2023.
Concurrent with the AHP Merger Agreement, AHP and the Buyer also entered into a Management Services Agreement (the “MSA”), pursuant to which the Buyer assumed full control of managing AHP’s business operations and paying AHP’s operating expenses after January 16, 2023. The term of the MSA is from January 17, 2023 to August 1, 2024, which is the latest date that equity ownership of AHP can transfer from the Company to the Buyer. The Buyer agreed in the Merger Agreement to reimburse the Company for reasonable expenses incurred by the Company in operating AHP from January 1, 2023 to January 16, 2023, which we refer to as the Stub Period Reimbursement, during which time the Company had operational and financial control of AHP and CHM. Concurrent with the AHP Merger Agreement and the MSA, and as a result of the Buyer assuming control and responsibility of AHP’s operations, the Company discontinued its operations of CHM.
Discontinued Operations
The Company has classified the results of the ACO/MSO Division as discontinued operations in the accompanying consolidated statement of operations for all periods presented. No assets or liabilities were classified as held for sale as of June 30, 2024 or December 31, 2023.
16
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024 (UNAUDITED)
NOTE 4 – DISCONTINUED OPERATIONS (CONTINUED)
The financial results of the ACO/MSO Division
are presented as income (loss) from discontinued operations, net of income taxes on our consolidated statement of operations.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenue: | ||||||||||||||||
| Consulting revenue | $ | $ | $ | $ | ||||||||||||
| Total revenue | ||||||||||||||||
| Operating Expenses and Costs: | ||||||||||||||||
| Medicare shared savings expenses | ||||||||||||||||
| Loss from operations of discontinued operations before income taxes | ( | ) | ( | ) | ||||||||||||
| Provision for income taxes | ||||||||||||||||
| Loss from discontinued operations, net of income taxes | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
Net cash used in operations of the ACO/MSO Division
was $ and $
Derecognition and Gain from Disposal of Discontinued Operations
As a result of the AHP Sale and pursuant to the terms and conditions of the AHP Merger Agreement and the MSA, the Company ceased to have a controlling financial interest in AHP as of January 17, 2023. Accordingly, in connection with the transaction, the Company deconsolidated AHP as of January 17, 2023.
In connection with the deconsolidation, the Company recognized the fair value of consideration received and receivable from the AHP Sale, recognized an indemnification liability related to potential claims resulting from the AHP Sale, derecognized the carrying value of assets and liabilities transferred to the Buyer or otherwise derecognized in connection with in the AHP Sale, and recorded a gain on sale for the excess of consideration received over carrying value of assets derecognized and liabilities recognized.
The Company elected to
record the contingent portion of consideration receivable at fair value on the sale date pursuant to the guidance in FASB Emerging Issues
Task Force Issue 09-4, “Seller Accounting for Contingent Consideration,” (“EITF 09-4”).
| Upfront Cash Consideration paid at signing | $ | |||
| Incremental Cash Consideration | ||||
| IPO Share Consideration | ||||
| 2022 MSSP Consideration | ||||
| Physician Advance Consideration | ||||
| Stub Period Reimbursement | ||||
| Total fair value of contingent consideration receivable | ||||
| Total fair value of consideration received and receivable | $ |
17
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024 (UNAUDITED)
NOTE 4 – DISCONTINUED OPERATIONS (CONTINUED)
The fair value of contingent consideration receivable was determined using an expected present value approach, which applies a discount rate to a probability-weighted stream of net cash flows based on multiple scenarios, as estimated by management. As such, the fair values of contingent consideration receivable rely on significant unobservable inputs and assumptions and there is uncertainty in the expected future cash flows used in the fair valuation. Significant assumptions related to the valuation of contingent consideration receivable include the likelihood of a Buyer IPO, the valuation of the Buyer’s common stock in a potential IPO, the likelihood that AHP would meet its performance benchmarks to the extent that it will receive shared savings for plan year 2022, the likelihood that AHP under the management of the Buyer would receive sufficient shared savings in plan years 2023 and/or 2024 to pay the Physician Advance Consideration, and the likelihood that the Company would be able to transfer or add new participating physicians to AHP before July 31, 2023 in order to collect the Incremental Cash Consideration.
| Prepaid expenses | $ | |||
| Intangible asset - ACO physician contract | ||||
| Goodwill | ||||
| Contract liability | ( | ) | ||
| Contingent acquisition consideration | ( | ) | ||
| Net Book Value of Assets and Liabilities Sold | $ |
Prepaid expenses are prepaid services from which the Buyer will benefit following the AHP Sale. Intangible assets and goodwill represent the carrying value of assets recorded at the time the Company acquired CHM and AHP in 2020 (the “Original Acquisition”). Contract liability represents remaining unearned revenue for which the Buyer is required to provide the performance obligations after January 17, 2023. In connection with the AHP Sale, the remaining value of contingent acquisition consideration (“CAC”) related to the Original Acquisition was written off.
| Total fair value of consideration received and receivable | $ | |||
| Less: net book value of assets and liabilities sold | ( | ) | ||
| Less: fair value of Indemnification Clause | ( | ) | ||
| Gain from disposal of discontinued operations | $ |
After January 17, 2023, and as prescribed under EITF 09-4, the Company has elected to subsequently treat the contingent consideration receivable using gain contingency guidance and only record a gain or loss when the contingency is resolved. Accordingly, the Company does not prospectively remeasure the fair value of contingent consideration receivable each reporting period.
Receipts of Contingent Sale Consideration Receivable
The Company received
$
| IPO Share Consideration | $ | |||
| Physician Advance Consideration | ||||
| Remaining contingent sale consideration receivable | $ |
18
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024 (UNAUDITED)
NOTE 5 – PREPAID EXPENSES AND OTHER
| June 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Insurance prepayments | $ | $ | ||||||
| Other expense prepayments | ||||||||
| Rent deposits | ||||||||
| Contract assets | ||||||||
| Total prepaid expenses and other | ||||||||
| Less: long term portion | ( | ) | ( | ) | ||||
| Prepaid expenses and other, current portion | $ | $ | ||||||
Contract assets relate to amounts incurred to obtain a customer contract that would not have been incurred if the contract had not been obtained, such as commissions, associated with NCFM annual access contracts.
NOTE 6 – PROPERTY AND EQUIPMENT
| June 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Medical equipment | $ | $ | ||||||
| Furniture, office equipment and leasehold improvements | ||||||||
| Total property and equipment | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Depreciation expense was $
NOTE 7 – INTANGIBLE ASSETS
| June 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| NCFM: Medical database | $ | $ | ||||||
| NCFM: Website | ||||||||
| Total intangible assets | ||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| Intangible assets, net | $ | $ | ||||||
19
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024 (UNAUDITED)
NOTE 7 – INTANGIBLE ASSETS (CONTINUED)
Intangible assets arose from the acquisition of
NCFM in April 2019. The NCFM medical database is being prospectively amortized starting January 1, 2023 over an estimated five-year useful
life. The NCFM website began being amortized over a five-year life from the acquisition date. Amortization expense related to intangible
assets was $
| 2024 (July to December) | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| Thereafter | ||||
| Total future amortization expense | $ |
NOTE 8 – LEASES
The Company has separate operating leases, and
related amendments thereto, for office space related to its NWC, NCFM, BTG and AEU practices, its corporate headquarters, and a copier
lease that expire in July 2026, May 2025, March 2025, March 2026, November 2026, and January 2027, respectively. As of June 30, 2024,
the Company’s weighted-average remaining lease term relating to its operating leases was
| June 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Lease assets | $ | $ | ||||||
| Lease liabilities | ||||||||
| Lease liabilities (short term) | $ | $ | ||||||
| Lease liabilities (long term) | ||||||||
| Total lease liabilities | $ | $ | ||||||
Lease expense was $
| 2024 (July to December) | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| Total lease payments | ||||
| Less interest | ( | ) | ||
| Present value of lease liabilities | $ |
20
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024 (UNAUDITED)
NOTE 9 – ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
| June 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Trade accounts payable | $ | $ | ||||||
| Accrued payroll liabilities | ||||||||
| Accrued operating expenses | ||||||||
| Accrued interest | ||||||||
| Accrued commissions payable from 2022 MSSP Consideration | ||||||||
| Contingent acquisition consideration payable | ||||||||
| Product return allowance | ||||||||
| $ | $ | |||||||
NOTE 10 – CONTRACT LIABILITIES
| June 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Patient services paid but not provided - NCFM | $ | $ | ||||||
| Patient services paid but not provided - BTG | ||||||||
| Patient services paid but not provided - NWC | ||||||||
| Unshipped products - MOD | ||||||||
| $ | $ | |||||||
Contract liabilities relate to (i) NCFM annual access contracts, including Medical Membership, Concierge Service and Optimal Health 365 Access Plan contracts pursuant to which patients prepay for access to services to be provided at the patient’s request over a period of time, (ii) BTG contracts pursuant to which patients prepay for access to a fixed number of visits used at the patients’ discretion, (iii) NWC annual administration fees, and (iv) MOD sold but unshipped products.
21
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024 (UNAUDITED)
NOTE 11 – AMOUNTS DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS
| June 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Note Payable to Dr. Michael Dent, March 2023 | $ | $ | ||||||
| Note Payable to Dr. Michael Dent, June 2023 | ||||||||
| Note Payable to Dr. Michael Dent, December 2023 | ||||||||
| Convertible Note Payable I to Dr. Michael Dent, March 2024 | ||||||||
| Convertible Note Payable II to Dr. Michael Dent, March 2024 ** | ||||||||
| Convertible Note Payable III to Dr. Michael Dent, March 2024 ** | ||||||||
| Convertible Note Payable IV to Dr. Michael Dent, April 2024 | ||||||||
| Convertible Note Payable V to Dr. Michael Dent, April 2024 | ||||||||
| Convertible Note Payable VI to Dr. Michael Dent, June 2024 | ||||||||
| Face value of notes payable to related party | ||||||||
| Less: unamortized discounts | ( | ) | ( | ) | ||||
| Notes payable to related party, total | ||||||||
| Plus deferred compensation payable to Dr. Michael Dent | ||||||||
| Total due to related party | $ | $ | ||||||
| ** |
Notes Payable to Dr. Michael Dent
On November 8, 2022, the Company entered into
a Merchant Cash Advance Factoring Agreement with a trust controlled by Dr. Dent, pursuant to which the Company received an advance of
$
On December 13, 2022, the Company entered into
a Merchant Cash Advance Factoring Agreement with a trust controlled by Dr. Dent, pursuant to which the Company received an advance of
$
22
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024 (UNAUDITED)
NOTE 11 – AMOUNTS DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS (CONTINUED)
On January 5, 2023, the Company issued an unsecured
promissory note to Dr. Dent with a face value of $
On January 13, 2023, the Company issued an unsecured
promissory note to Dr. Dent with a face value of $
On February 14, 2023, the Company issued an unsecured
promissory note to Dr. Dent with a face value of $
On March 14, 2023, the Company issued a promissory
note payable to a trust controlled by Dr. Dent with a stated principal amount of $
On April 13, 2023, the Company issued an unsecured
promissory note to Dr. Michael Dent with a face value of $
23
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024 (UNAUDITED)
NOTE 11 – AMOUNTS DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS (CONTINUED)
On April 27, 2023, the Company issued an unsecured
promissory note to George O’Leary, its Chief Financial Officer, with a face value of $
On June 8, 2023, the Company issued an unsecured
promissory note to Dr. Michael Dent with a face value of $
On June 26, 2023, the Company issued an unsecured
promissory note to Dr. Michael Dent with a face value of $
On December 1, 2023, the Company issued an unsecured
promissory note to a trust controlled by Dr. Dent with a face value of $
On March 27, 2024, the Company issued to a trust
controlled by Dr. Michael Dent three separate notes payable as follows: (1) a note payable with a principal of $
24
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024 (UNAUDITED)
NOTE 11 – AMOUNTS DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS (CONTINUED)
Net proceeds from the March 2024 Dent Note I were
$
Net proceeds from the March 2024 Dent Note II
were $
The March 2024 Dent Note III refinanced the previously
issued December 2023 Dent Note in the same principal amount of $
On April 10, 2024, the Company issued to a trust
controlled by Dr. Michael Dent a convertible note payable with a principal of $
On April 18, 2024, the Company issued to a trust
controlled by Dr. Michael Dent a convertible note payable with a principal of $
25
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024 (UNAUDITED)
NOTE 11 – AMOUNTS DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS (CONTINUED)
On June 3, 2024, the Company issued to a trust
controlled by Dr. Michael Dent a convertible note payable with a principal of $
Interest accrued on notes and convertible notes
payable to related parties as of June 30, 2024 and December 31, 2023 was $
Deferred Compensation Payable to Dr. Michael Dent
There was no activity related to deferred compensation
payable to Dr. Michael Dent and therefore, as of June 30, 2024 and December 31, 2023, the balance was $
Other Related Transactions
Our outside directors each receive compensation
equal to $
Consulting fees paid by the Company to Dr. Dent’s
spouse were $
NOTE 12 – NOTES PAYABLE
| June 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| SBA Disaster Relief Loans | $ | $ | ||||||
| 1800 Diagonal Note Payable III, August 2023 | ||||||||
| Yorkville Note Payable III, November 2023 | ||||||||
| 1800 Diagonal Note Payable III, December 2023 | ||||||||
| Yorkville Note Payable III, December 2023 | ||||||||
| 1800 Diagonal Note Payable IV, April 2024 | ||||||||
| Face value of notes payable | ||||||||
| Less: unamortized discounts | ( | ) | ( | ) | ||||
| Notes payable, total | ||||||||
| Less: long term portion | ( | ) | ( | ) | ||||
| Notes payable, current portion | $ | $ | ||||||
26
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024 (UNAUDITED)
NOTE 12 – NOTES PAYABLE (CONTINUED)
Government Notes Payable
During June, July and August 2020, the Company
and its subsidiaries received an aggregate of $
Interest accrued on SBA loans as of June 30, 2024
and December 31, 2023 was $
Other Notes Payable
On July 19, 2022, pursuant to a Note Purchase
Agreement between the Company and Yorkville, dated July 5, 2022, the Company issued to Yorkville a promissory note (the “Promissory
Note”) with an initial stated principal amount equal to $
On October 21, 2022, the Company issued a promissory
note payable to an investor in the principal amount of $
On November 4, 2022, AEU borrowed a gross amount
of $
27
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024 (UNAUDITED)
NOTE 12 – NOTES PAYABLE (CONTINUED)
On March 10, 2023, the Company issued a promissory
note payable to an investor with a stated principal amount of $
On August 8, 2023, the Company issued a promissory
note payable to an investor with a stated principal amount of $
On November 3, 2023, the Company issued to Yorkville
a note payable (the “November 2023 Note”) with an initial principal amount equal to $
28
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024 (UNAUDITED)
NOTE 12 – NOTES PAYABLE (CONTINUED)
On December 12, 2023, the Company issued a promissory
note payable to an investor with a stated principal amount of $
On December 13, 2023, the Company issued to Yorkville
a convertible note (the “December 2023 Note II”) with an initial principal amount equal to $
On April 22, 2024, the Company issued a promissory
note payable (the “April 2024 Note”) to an investor with a stated principal amount of $
29
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024 (UNAUDITED)
NOTE 13 – SHAREHOLDERS’ EQUITY (DEFICIT)
SEPA Advances
On July 5, 2022, the Company entered into the
SEPA with Yorkville, pursuant to which the Company shall have the right, but not the obligation, to sell to Yorkville up to
During the six months ended June 30, 2023, the
Company made one Advance under the SEPA, receiving $
Private Placements
During the three and six months ended June 30,
2024, the Company sold
During the three and six months ended June 30,
2023, the Company sold
Shares issued to Consultants
During the six months ended June 30, 2024, the
Company issued to a consultant a ten-year stock option to purchase
Common Stock Issuable
| June 30, 2024 | December 31, 2023 | |||||||||||||||
| Amount | Shares | Amount | Shares | |||||||||||||
| Shares issuable to employees and consultants | $ | $ | ||||||||||||||
| Shares issuable to independent directors | ||||||||||||||||
| $ | $ | |||||||||||||||
30
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024 (UNAUDITED)
NOTE 13 – SHAREHOLDERS’ EQUITY (DEFICIT) (CONTINUED)
Stock Warrants
| 2024 | 2023 | |||||||||||||||
| Weighted | Weighted | |||||||||||||||
| Average | Average | |||||||||||||||
| Exercise | Exercise | |||||||||||||||
| Number | Price | Number | Price | |||||||||||||
| Outstanding at beginning of the period | $ | $ | ||||||||||||||
| Granted during the period | $ | $ | ||||||||||||||
| Exercised during the period | $ | $ | ||||||||||||||
| Expired during the period | ( | ) | $ | ( | ) | ( | ) | $ | ( | ) | ||||||
| Outstanding at end of the period | $ | $ | ||||||||||||||
| Exercisable at end of the period | $ | $ | ||||||||||||||
| Weighted average remaining life | ||||||||||||||||
| Warrants Outstanding | Warrants Exercisable | |||||||||||||||||||||
| Weighted- | ||||||||||||||||||||||
| Average | Weighted- | Weighted- | ||||||||||||||||||||
| Remaining | Average | Average | ||||||||||||||||||||
| Exercise | Number | Contractual | Exercise | Number | Exercise | |||||||||||||||||
| Prices | Outstanding | Life (years) | Price | Exercisable | Price | |||||||||||||||||
| $ | | $ | $ | |||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||||
During the six months ended June 30, 2024 and
2023, the Company issued
| 2024 | 2023 | |||
| Pricing model utilized | ||||
| Risk free rate range | ||||
| Expected life range (in years) | ||||
| Volatility range | ||||
| Dividend yield | ||||
| Expected forfeiture |
There were no warrants exercised during the six months ended June 30, 2024 or 2023.
31
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024 (UNAUDITED)
NOTE 13 – SHAREHOLDERS’ EQUITY (DEFICIT) (CONTINUED)
Equity Incentive Plans
On January 1, 2016, the Company adopted the 2016
Equity Incentive Plan (the “2016 EIP”) for the purpose of having equity awards available to allow for equity participation
by its employees, consultants and non-employee directors. The 2016 EIP allowed for the issuance of up to
On September 9, 2021, the Company adopted the
2021 Equity Incentive Plan (the “2021 EIP” and, together with the 2016 EIP, the “EIPs”) for the purpose of having
equity awards available to allow for equity participation by its employees, consultants and non-employee directors. The 2021 EIP allows
for the issuance of up to
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Total cost of share-based payment plans during the period | $ | $ | $ | $ | ||||||||||||
| Amounts capitalized in deferred equity compensation during period | $ | $ | $ | $ | ||||||||||||
| Amounts written off from deferred equity compensation during period | $ | $ | $ | $ | ||||||||||||
| Amounts charged against income for amounts previously capitalized | $ | $ | $ | $ | ||||||||||||
| Amounts charged against income, before income tax benefit | $ | $ | $ | $ | ||||||||||||
| Amount of related income tax benefit recognized in income | $ | $ | $ | $ | ||||||||||||
Stock Options
Stock options granted under the EIPs typically
vest over a period of three to four years or based on achievement of Company and individual performance goals.
| 2024 | 2023 | |||||||||||||||
| Weighted | Weighted | |||||||||||||||
| Average | Average | |||||||||||||||
| Exercise | Exercise | |||||||||||||||
| Stock options | Number | Price | Number | Price | ||||||||||||
| Outstanding at beginning of period | $ | $ | ||||||||||||||
| Granted during the period | $ | $ | ||||||||||||||
| Exercised during the period | $ | $ | ||||||||||||||
| Forfeited during the period | ( | ) | $ | ( | ) | ( | ) | $ | ( | ) | ||||||
| Outstanding at end of period | $ | $ | ||||||||||||||
| Options exercisable at period-end | $ | $ | ||||||||||||||
32
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024 (UNAUDITED)
NOTE 13 – SHAREHOLDERS’ EQUITY (DEFICIT) (CONTINUED)
As of June 30, 2024, there was $
The weighted-average grant-date fair value of
options granted during the six months ended June 30, 2024 and 2023 was $
The fair value of each stock option award is estimated
on the date of grant using a binomial lattice option-pricing model based on the assumptions noted in the following table. The Company’s
accounting policy is to estimate forfeitures in determining the amount of total compensation cost to record each period.
| 2024 | 2023 | |||
| Pricing model utilized | ||||
| Risk free rate range | ||||
| Expected life range (in years) | ||||
| Volatility range | ||||
| Dividend yield | ||||
| Expected forfeiture |
| 2024 | 2023 | |||||||||||||||
| Weighted | Weighted | |||||||||||||||
| Average | Average | |||||||||||||||
| Grant Date | Grant Date | |||||||||||||||
| Stock options | Shares | Fair Value | Shares | Fair Value | ||||||||||||
| Nonvested options at beginning of period | $ | $ | ||||||||||||||
| Granted | $ | $ | ||||||||||||||
| Vested | ( | ) | $ | ( | ) | ( | ) | $ | ( | ) | ||||||
| Forfeited | ( | ) | $ | ( | ) | ( | ) | $ | ( | ) | ||||||
| Nonvested options at end of period | $ | $ | ||||||||||||||
33
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024 (UNAUDITED)
NOTE 13 – SHAREHOLDERS’ EQUITY (DEFICIT) (CONTINUED)
Stock Grants
Stock grant awards made under the EIPs typically
vest either immediately or over a period of up to four years.
| 2024 | 2023 | |||||||||||||||
| Weighted | Weighted | |||||||||||||||
| Average | Average | |||||||||||||||
| Grant Date | Grant Date | |||||||||||||||
| Stock Grants | Shares | Fair Value | Shares | Fair Value | ||||||||||||
| Nonvested grants at beginning of period | $ | $ | ||||||||||||||
| Granted | $ | $ | ||||||||||||||
| Vested | ( | ) | $ | ( | ) | ( | ) | $ | ( | ) | ||||||
| Forfeited | ( | ) | $ | ( | ) | ( | ) | $ | ( | ) | ||||||
| Nonvested grants at end of period | $ | $ | ||||||||||||||
As of June 30, 2024, there was $
The fair value of each stock grant is calculated using the closing sale price of the Company’s common stock on the date of grant. The Company’s accounting policy is to estimate forfeitures in determining the amount of total compensation cost to record each period.
Liability-Classified Equity Instruments
During 2021, the Company made certain stock grants
from the 2021 EIP that vest over a four-year period and that are settleable for a fixed dollar amount rather than a fixed number of shares.
During 2022, the Company made an additional grant of stock options from the 2021 EIP with a fixed fair value that may be earned based
on achievement of performance targets on a quarterly basis through June 2025. The Company recognized an asset captioned “Deferred
equity compensation” and an offsetting liability captioned as a “Liability-classified equity instrument” related to
such instruments. Amortization of deferred stock compensation assets was $-
NOTE 14 – COMMITMENTS AND CONTINGENCIES
Supplier Concentration
The Company relied on a single supplier for the
fulfillment of approximately
Service Contracts
The Company carries various service contracts on its office buildings and certain copier equipment for repairs, maintenance and inspections. All contracts are short term and can be cancelled.
34
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024 (UNAUDITED)
NOTE 14 – COMMITMENTS AND CONTINGENCIES (CONTINUED)
Leases
| 2024 (July to December) | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| Total lease payments | ||||
| Less interest | ( | ) | ||
| Present value of lease liabilities | $ |
Employment/Consulting Agreements
The Company has employment agreements with certain of its physicians, nurse practitioners and physical therapists in the Health Services Division. The agreements generally call for a fixed salary plus performance-based pay.
On July 1, 2016, the Company entered into an employment agreement with Dr. Michael Dent, Chief Executive Officer and a member of the Board of Directors. Dr. Dent’s employment agreement continues until terminated by Dr. Dent or the Company. If Dr. Dent’s employment is terminated by the Company (unless such termination is “For Cause” as defined in his employment agreement), then upon signing a general waiver and release, Dr. Dent will be entitled to severance in an amount equal to 12 months of his then-current annual base salary, as well as the pro-rata portion of any bonus that would be due and payable to him. In the event that Dr. Dent terminates the employment agreement, he shall be entitled to any accrued but unpaid salary and other benefits up to and including the date of termination, and the pro-rata portion of any unvested time-based options up until the date of termination.
Litigation
From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company’s business. The Company is not aware of any such legal proceedings that will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.
NOTE 15 – SEGMENT REPORTING
As of June 30, 2024, the Company had
On January 17, 2023, the Company entered into the AHP Merger Agreement pursuant to which the Company sold AHP and discontinued the operations of CHM, comprising its ACO/MSO Division. The Company has classified the results of the ACO/MSO Division as discontinued operations in the accompanying consolidated statement of operations for all periods presented. See Note 4, “Discontinued Operations,” for additional information.
The Company evaluates performance and allocates resources based on profit or loss from operations before income taxes. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies.
35
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024 (UNAUDITED)
NOTE 15 – SEGMENT REPORTING (CONTINUED)
| Three Months Ended June 30, 2024 | ||||||||||||||||
| Health Services | Digital Healthcare | Medical Distribution | Total | |||||||||||||
| Revenue | ||||||||||||||||
| Patient service revenue, net | $ | $ | $ | $ | ||||||||||||
| Subscription revenue | ||||||||||||||||
| Product revenue | ||||||||||||||||
| Total revenue | ||||||||||||||||
| Operating Expenses | ||||||||||||||||
| Practice salaries and benefits | ||||||||||||||||
| Other practice operating expenses | ||||||||||||||||
| Cost of product revenue | ||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| (Loss) income from operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Other Segment Information | ||||||||||||||||
| Loss on extinguishment of debt | $ | $ | $ | $ | ||||||||||||
| Change in fair value of debt | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Amortization of original issue discounts on notes payable | $ | $ | $ | $ | ||||||||||||
| Change in fair value of contingent acquisition consideration | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Interest expense (income) | $ | $ | $ | $ | ||||||||||||
36
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024 (UNAUDITED)
NOTE 15 – SEGMENT REPORTING (CONTINUED)
Segment information for the six months ended June 30, 2024 was as follows:
| Six Months ended June 30, 2024 | ||||||||||||||||
| Health Services | Digital Healthcare | Medical Distribution | Total | |||||||||||||
| Revenue | ||||||||||||||||
| Patient service revenue, net | $ | $ | $ | $ | ||||||||||||
| Subscription revenue | ||||||||||||||||
| Product and other revenue | ||||||||||||||||
| Total revenue | ||||||||||||||||
| Operating Expenses | ||||||||||||||||
| Practice salaries and benefits | ||||||||||||||||
| Other practice operating expenses | ||||||||||||||||
| Cost of product revenue | ||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Income (loss) from operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Other Segment Information | ||||||||||||||||
| Loss on extinguishment of debt | $ | $ | $ | $ | ||||||||||||
| Change in fair value of debt | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Amortization of original issue discounts on notes payable | $ | $ | $ | $ | ||||||||||||
| Change in fair value of contingent acquisition consideration | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Interest expense | $ | $ | $ | $ | ||||||||||||
| Identifiable Assets | ||||||||||||||||
| Identifiable assets as of June 30, 2024 | $ | $ | $ | $ | ||||||||||||
| Identifiable assets as of December 31, 2023 | $ | $ | $ | $ | ||||||||||||
37
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024 (UNAUDITED)
NOTE 15 – SEGMENT REPORTING (CONTINUED)
Segment information for the three months ended June 30, 2023 was as follows:
| Three Months Ended June 30, 2023 | ||||||||||||||||
| Health Services | Digital Healthcare | Medical Distribution | Total | |||||||||||||
| Revenue | ||||||||||||||||
| Patient service revenue, net | $ | $ | $ | $ | ||||||||||||
| Subscription revenue | ||||||||||||||||
| Product revenue | ||||||||||||||||
| Total revenue | ||||||||||||||||
| Operating Expenses | ||||||||||||||||
| Practice salaries and benefits | ||||||||||||||||
| Other practice operating expenses | ||||||||||||||||
| Cost of product revenue | ||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Loss from operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Other Segment Information | ||||||||||||||||
| Loss on extinguishment of debt | $ | $ | $ | $ | ||||||||||||
| Amortization of original issue discounts on notes payable | $ | $ | $ | $ | ||||||||||||
| Gain from realization of contingent sale consideration receivable | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Change in fair value of contingent acquisition consideration | $ | $ | ( | ) | $ | ( | ) | |||||||||
| Interest expense (income) | $ | $ | $ | $ | ||||||||||||
38
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024 (UNAUDITED)
NOTE 15 – SEGMENT REPORTING (CONTINUED)
Segment information for the six months ended June 30, 2023 was as follows:
| Six Months Ended June 30, 2023 | ||||||||||||||||
| Health Services | Digital Healthcare | Medical Distribution | Total | |||||||||||||
| Revenue | ||||||||||||||||
| Patient service revenue, net | $ | $ | $ | $ | ||||||||||||
| Subscription revenue | ||||||||||||||||
| Product and other revenue | ||||||||||||||||
| Total revenue | ||||||||||||||||
| Operating Expenses | ||||||||||||||||
| Practice salaries and benefits | ||||||||||||||||
| Other practice operating expenses | ||||||||||||||||
| Cost of product revenue | ||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Income (loss) from operations | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Other Segment Information | ||||||||||||||||
| Loss on extinguishment of debt | $ | $ | $ | $ | ||||||||||||
| Amortization of original issue discounts on notes payable | $ | $ | $ | $ | ||||||||||||
| Gain from realization of contingent sale consideration receivable | $ | $ | $ | $ | ||||||||||||
| Change in fair value of contingent acquisition consideration | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Interest expense (income) | $ | $ | $ | $ | ||||||||||||
| Identifiable Assets | ||||||||||||||||
| Identifiable assets as of June 30, 2023 | $ | $ | $ | $ | ||||||||||||
| Goodwill as of June 30, 2023 | $ | $ | $ | $ | ||||||||||||
The Digital Healthcare made intercompany sales
of $
39
HEALTHLYNKED CORP.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2024 (UNAUDITED)
NOTE 16 – FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, approximate their respective fair values due to the short-term nature of such instruments. The Company measures certain financial instruments at fair value on a recurring basis, including certain convertible notes payable and related party loans, which were extinguished and reissued and are therefore subject to fair value measurement, derivative financial instruments arising from conversion features embedded in convertible promissory notes for which the conversion rate was not fixed, and equity-class. All financial instruments carried at fair value fall within Level 3 of the fair value hierarchy as their value is based on unobservable inputs. The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made.
| As of June 30, 2024 | As of December 31, 2023 | |||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||
| Contingent sale consideration receivable | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||||||||
| Contingent acquisition consideration payable | ||||||||||||||||||||||||||||||||
| Convertible notes payable to related party | ||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
Certain notes payable to a related party carried
at fair value and contingent acquisition consideration payable are each Level 3 financial instrument that are measured at fair value on
a recurring basis.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Change in fair value of debt | $ | $ | $ | $ | ||||||||||||
| Contingent acquisition consideration payable | $ | $ | $ | $ | ||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
NOTE 17 – SUBSEQUENT EVENTS
During July 2024, Dr. Michael Dent made advances
to the Company in the amount of $
On August 1, 2024, the Company’s wholly-owned
subsidiary, HLYK Florida LLC, completed a Business Funding Agreement pursuant to which the Company borrowed net proceeds of $
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes appearing elsewhere in this report. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Item 1A. Risk Factors” included in our most recent Annual Report on Form 10-K. All amounts in this report are in U.S. dollars, unless otherwise noted.
Overview
General
HealthLynked Corp. (the “Company,” “we,” “our,” or “us”) was incorporated in the State of Nevada on August 4, 2014. We currently operate in three distinct divisions:
| ● | Health Services Division: This division includes a diverse range of practices in Naples Women’s Center (“NWC”), offering comprehensive Obstetrics and Gynecology services; Naples Center for Functional Medicine (“NCFM”), which provides personalized and integrative healthcare solutions; Bridging the Gap Physical Therapy (“BTG”) in Bonita Springs, specializing in manual therapy techniques to expedite recovery and manage pain without the need for medications or surgery; and Aesthetic Enhancements Unlimited (“AEU”), which focuses on minimally and non-invasive cosmetic services. |
| ● | Digital Healthcare Division: At the forefront of healthcare innovation, this division develops and manages an advanced online concierge medical service. The HealthLynked Network facilitates efficient management of medical records and care, allowing seamless patient appointment scheduling, comprehensive telemedicine services, and a cloud-based system for medical information and records management. It also supports physicians in expanding their practices and acquiring new patients through our robust online scheduling system. |
| ● | Medical Distribution Division: MedOffice Direct LLC (“MOD”), a part of this division, operates as a virtual distributor of discounted medical supplies to consumers and medical practices nationwide, ensuring timely and cost-effective delivery. |
Critical accounting policies and significant judgments and estimates
For a discussion of our critical accounting policies, see Note 2, “Significant Accounting Policies,” in the Notes to the condensed consolidated financial statements.
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Results of Operations
Comparison of Three Months Ended June 30, 2024 and 2023
The following table summarizes the changes in our results of operations for the three months ended June 30, 2024 compared with the three months ended June 30, 2023:
| Three Months Ended June 30, | Change | |||||||||||||||
| 2024 | 2023 | $ | % | |||||||||||||
| Patient service revenue, net | $ | 763,163 | $ | 1,630,334 | $ | (867,171 | ) | -53 | % | |||||||
| Subscription revenue | 8,166 | 19,177 | (11,011 | ) | -57 | % | ||||||||||
| Product revenue | 23,749 | 53,985 | (30,236 | ) | -56 | % | ||||||||||
| Total revenue | 795,078 | 1,703,496 | (908,418 | ) | -53 | % | ||||||||||
| Operating Expenses and Costs | ||||||||||||||||
| Practice salaries and benefits | 513,891 | 898,992 | (385,101 | ) | -43 | % | ||||||||||
| Other practice operating expenses | 389,222 | 646,216 | (256,994 | ) | -40 | % | ||||||||||
| Cost of product revenue | 24,723 | 34,397 | (9,674 | ) | -28 | % | ||||||||||
| Selling, general and administrative expenses | 861,469 | 833,689 | 27,780 | 3 | % | |||||||||||
| Depreciation and amortization | 85,262 | 88,293 | (3,031 | ) | -3 | % | ||||||||||
| Loss from operations | (1,079,489 | ) | (798,091 | ) | (281,398 | ) | 35 | % | ||||||||
| Other Income (Expenses) | ||||||||||||||||
| Loss on extinguishment of debt | (73,567 | ) | (44,169 | ) | (29,398 | ) | 67 | % | ||||||||
| Change in fair value of debt | 27,900 | — | 27,900 | * | ||||||||||||
| Amortization of original issue discounts on notes payable | (371,356 | ) | (128,689 | ) | (242,667 | ) | 189 | % | ||||||||
| Gain from realization of contingent sale consideration receivable | — | 15,000 | (15,000 | ) | -100 | % | ||||||||||
| Change in fair value of contingent acquisition consideration | 635 | 6,070 | (5,435 | ) | -90 | % | ||||||||||
| Interest expense | (44,559 | ) | (39,124 | ) | (5,435 | ) | 14 | % | ||||||||
| Total other income (expenses) | (460,947 | ) | (190,912 | ) | (270,035 | ) | 141 | % | ||||||||
| Loss from continuing operations | (1,540,436 | ) | (989,003 | ) | (551,433 | ) | 56 | % | ||||||||
| Loss from operations of discontinued operations | ||||||||||||||||
| Loss from operations of discontinued operations | — | (14,452 | ) | 14,452 | -100 | % | ||||||||||
| Gain (loss) on discontinued operations | — | (14,452 | ) | 14,452 | -100 | % | ||||||||||
| Net income (loss) | $ | (1,540,436 | ) | $ | (1,003,455 | ) | $ | (536,981 | ) | 54 | % | |||||
| * | - Denotes line item on statement of operations for which there was no corresponding activity in the same period of prior year. |
Revenue
Patient service revenue decreased by $867,171, or 53% year-over-year, from $1,630,334 in the three months ended June 30, 2023, to $763,163 in the three months ended June 30, 2024, primarily as a result of (i) a 54% year-over-year decrease at our NCFM practice of $669,398 due to changes in clinical staffing that saw the departure of three physicians in 2023, two of which have been replaced, (ii) a 91% year-over-year decrease at our AEU practice of $109,506 due to the departure of our primary half-time physician and attrition from the practice, and (iii) a 48% decrease at our NWC practice facility of $91,657 due to the departure of a half-time physician, offset by (iv) 4% increase of $3,391 at our BTG practice. The reduction in revenue was offset in part by a corresponding designed reduction in practice operating costs as described below in the fluctuation of “Practice salaries and benefits” and “Other practice operating costs,” which declined by a combined $642,095 from the three months ended June 30, 2023 to the same period of 2024. While we expect patient service revenue to increase in future periods from levels realized in the three months ended June 30, 2024 as we plan to add additional physicians and continue patient marketing and retention efforts, there is no guarantee that such increases will occur.
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Subscription revenue in the three months ended June 30, 2024 decreased by $11,011, or 57% year-over-year, to $8,166, from $19,177, due primarily to a decrease in HealthLynked Network paid subscriptions that were paired with NCFM membership contracts.
Product revenue was $23,749 in the three months ended June 30, 2024, compared to $53,985 in the three months ended June 30, 2023, a decrease of $30,236, or 56%. Product revenue was earned by the Medical Distribution Division, comprised of the operations of MOD, which decreased due to decreased marketing efforts and demand for our products at our offered price points.
Operating Expenses and Costs
Practice salaries and benefits decreased by $385,101, or 43%, to $513,891 in the three months ended June 30, 2024, compared to $898,992 in the three months ended June 30, 2023, primarily as a result of focused cost reduction efforts at all of our practices starting in mid-2023.
Other practice operating costs decreased by $256,994 or 40%, to $389,222 in the three months ended June 30, 2024 from $646,216 in the three months ended June 30, 2023, primarily as a result of focused cost reduction efforts at all of our practices starting in mid-2023.
Cost of product revenue was $24,723 in the three months ended June 30, 2024, a decrease of $9,674, or 28%, compared to $34,397 in the same period of 2023, corresponding to the decline in product sales for the period compared to the same period in the prior year.
Selling, general and administrative costs increased by $27,780, or 3%, to $861,469 in the three months ended June 30, 2024 compared to $833,689 in the three months ended June 30, 2023, primarily due to higher payroll and legal and accounting costs.
Depreciation and amortization in the three months ended June 30, 2024 decreased by $3,031, or 3%, to $85,262 compared to $88,293 in the three months ended June 30, 2023, primarily as a result of certain fixed asset reaching the end of their depreciable lives during 2023.
Loss from operations increased by $281,398, or 35%, to $1,079,489 in the three months ended June 30, 2024 compared to $798,091 in the three months ended June 30, 2023, primarily as a result of decreased revenue, offset in part by reduced practice operating costs and corporate overhead costs.
Other Income (Expenses)
Loss on extinguishment of debt in the three months ended June 30, 2024 was $73,567, compared to a loss of $44,169 in the three months ended June 30, 2023. Loss on extinguishment of debt in 2023 resulted from the extension of notes payable to our CEO and CFO. Loss on extinguishment of debt in 2024 resulted from a maturing note payable to Dr. Dent refinanced with a new convertible notes payable in the same amount.
Gains from the change in fair value of debt was $27,900 in the three months ended June 30, 2024 related to two notes payable to Dr. Michael Dent that were recorded at fair value following extension of the maturity dates of the notes. These notes are revalued at their fair value at the end of each period, with the changes recorded as gains or losses from the change in fair value of debt. There were no such gains or losses in the three months ended June 30, 2023.
Amortization of original issue and debt discounts on notes payable and convertible notes in the three months ended June 30, 2024 was $371,356, an increase of $242,667, or 189%, compared to $128,689 in the three months ended June 30, 2023. Amortization of discounts arose from original issue discounts on notes payable, warrants attached to notes payable, and beneficial conversion features in convertible notes payable. The increase was due to higher notes payable balances and larger equity-based and original issue discounts offered for new notes payable, and therefore larger corresponding amortizable discount balances, in 2024 compared to 2023.
Gain from realization of contingent sale consideration receivable was $15,000 in the three months ended June 30, 2023, resulting from an excess of actual proceeds received from the sale of the ACO Business in the second quarter 2023 in excess of the amount estimated to be received at the time of the sale. No such gains were realized in the three months ended June 30, 2024.
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Gain from the change in fair value of contingent acquisition consideration decreased by $5,435, or 90%, to a gain of $635 in the three months ended June 30, 2024, compared to a gain of $6,070 in the three months ended June 30, 2023. These charges relate to the fourth and final year of the MOD earnout, which will resolve based on the performance of our Medical Distribution Division in calendar year 2024.
Interest expense increased by $5,435, or 14%, to $44,559 for the three months ended June 30, 2024, compared to $39,124 in the three months ended June 30, 2023, due to an increase in interest-bearing notes payable to related parties and third parties during the second half of 2023 and first half of 2024.
Total other income (expenses) increased by $270,035, or 141%, to net expense of $460,947 in the three months ended June 30, 2024 compared to net expense of $190,912 in the three months ended June 30, 2023. The change was primarily a result of increased debt discount amortization charges in 2024 corresponding to higher debt discount balances and higher debt extinguishment loss in 2024.
Loss from continuing operations increased by $551,433, or 56%, to $1,540,436 in the three months ended June 30, 2024, compared to $989,003 in the three months ended June 30, 2023. The increased loss was due primarily a decrease in revenue and increased financing related other expenses, offset in part by reduced practice operating costs and corporate overhead costs.
Gain (loss) from operations of discontinued operations
As a result of the AHP Sale on January 17, 2023, our ACO/MSO Division was classified as discontinued operations in the accompanying consolidated statement of operations for the three months ended June 30, 2024 and 2023. Loss from operations of discontinued operations decreased by $14,452, or 100%, from $14,452 in the three months ended June 30, 2023 to $-0- in the three months ended June 30, 2024. The loss in 2023 reflects winding down costs of the discontinued operation after the sale on January 17, 2023. No revenue or costs were incurred related to the business in the three months ended June 30, 2024.
Net loss
Net loss increased by $536,981, or 54%, to $1,540,436 in the three months ended June 30, 2024, compared to $1,003,455 in the three months ended June 30, 2023, primarily as a result of a decrease in revenue and increased financing related other expenses, offset in part by reduced practice operating costs and corporate overhead costs.
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Comparison of Six Months Ended June 30, 2024 and 2023
The following table summarizes the changes in our results of operations for the six months ended June 30, 2024 compared with the six months ended June 30, 2023:
| Six Months Ended June 30, | Change | |||||||||||||||
| 2024 | 2023 | $ | % | |||||||||||||
| Patient service revenue, net | $ | 1,726,784 | $ | 3,330,615 | $ | (1,603,831 | ) | -48 | % | |||||||
| Subscription revenue | 15,794 | 35,476 | (19,682 | ) | -55 | % | ||||||||||
| Product revenue | 56,732 | 92,559 | (35,827 | ) | -39 | % | ||||||||||
| Total revenue | 1,799,310 | 3,458,650 | (1,659,340 | ) | -48 | % | ||||||||||
| Operating Expenses and Costs | ||||||||||||||||
| Practice salaries and benefits | 1,097,047 | 1,862,649 | (765,602 | ) | -41 | % | ||||||||||
| Other practice operating expenses | 871,805 | 1,270,463 | (398,658 | ) | -31 | % | ||||||||||
| Cost of product revenue | 55,302 | 66,457 | (11,155 | ) | -17 | % | ||||||||||
| Selling, general and administrative expenses | 1,860,912 | 1,937,437 | (76,525 | ) | -4 | % | ||||||||||
| Depreciation and amortization | 171,771 | 176,370 | (4,599 | ) | -3 | % | ||||||||||
| Loss from operations | (2,257,527 | ) | (1,854,726 | ) | (402,801 | ) | 22 | % | ||||||||
| Other Income (Expenses) | ||||||||||||||||
| Loss on extinguishment of debt | (170,227 | ) | (88,932 | ) | (81,295 | ) | 91 | % | ||||||||
| Change in fair value of debt | 27,900 | — | 27,900 | * | ||||||||||||
| Amortization of original issue discounts on notes payable | (479,621 | ) | (192,049 | ) | (287,572 | ) | 150 | % | ||||||||
| Gain from realization of contingent sale consideration receivable | — | 15,000 | (15,000 | ) | -100 | % | ||||||||||
| Change in fair value of contingent acquisition consideration | 711 | 4,364 | (3,653 | ) | -84 | % | ||||||||||
| Interest expense | (49,390 | ) | (50,505 | ) | 1,115 | -2 | % | |||||||||
| Total other income (expenses) | (670,627 | ) | (312,122 | ) | (358,505 | ) | 115 | % | ||||||||
| Loss from continuing operations | (2,928,154 | ) | (2,166,848 | ) | (761,306 | ) | 35 | % | ||||||||
| Gain (loss) from operations of discontinued operations | ||||||||||||||||
| Loss from operations of discontinued operations | — | (58,741 | ) | 58,741 | -100 | % | ||||||||||
| Gain from disposal of discontinued operations | — | 2,674,069 | (2,674,069 | ) | -100 | % | ||||||||||
| Gain (loss) on discontinued operations | — | 2,615,328 | (2,615,328 | ) | -100 | % | ||||||||||
| Net income (loss) | $ | (2,928,154 | ) | $ | 448,480 | $ | (3,376,634 | ) | -753 | % | ||||||
* - Denotes line item on statement of operations for which there was no corresponding activity in the same period of prior year.
Revenue
Patient service revenue decreased by $1,603,831, or 48% year-over-year, from $3,330,615 in the six months ended June 30, 2023, to $1,726,784 in the six months ended June 30, 2024, primarily as a result of (i) a 50% year-over-year decrease at our NCFM practice of $1,252,184 due to changes in clinical staffing that saw the departure of three physicians in 2023, two of which have been replaced, (ii) a 92% year-over-year decrease at our AEU practice of $216,891 due to the departure of our primary physician and attrition from the practice, and (iii) a 40% decrease at our NWC practice facility of $161,841, offset by (iv) 16% increase of $27,085 at our BTG practice. The reduction in revenue was offset in part by a corresponding designed reduction in practice operating costs as described below in the fluctuation of “Practice salaries and benefits” and “Other practice operating costs,” which declined by a combined $1,164,260 from the six months ended June 30, 2023 to the same period of 2024. While we expect patient service revenue to increase in future periods from levels realized in the six months ended June 30, 2024 as we plan to add additional physicians and continue patient marketing and retention efforts, there is no guarantee that such increases will occur.
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Subscription revenue in the six months ended June 30, 2024 decreased by $19,682, or 55% year-over-year, to $15,794, from $35,476, due primarily to a decrease in HealthLynked Network paid subscriptions that were paired with NCFM membership contracts.
Product revenue was $56,732 in the six months ended June 30, 2024, compared to $92,559 in the six months ended June 30, 2023, a decrease of $35,827, or 39%. Product revenue was earned by the Medical Distribution Division, comprised of the operations of MOD, which decreased due to decreased marketing efforts and demand for our products at our offered price points.
Operating Expenses and Costs
Practice salaries and benefits decreased by $765,602, or 41%, to $1,097,047 in the six months ended June 30, 2024, compared to $1,862,649 in the six months ended June 30, 2023, primarily as a result of focused cost reduction efforts at all of our practices starting in mid-2023.
Other practice operating costs decreased by $398,658 or 31%, to $871,805 in the six months ended June 30, 2024 from $1,270,463 in the six months ended June 30, 2023, primarily as a result of focused cost reduction efforts at all of our practices starting in mid-2023.
Cost of product revenue was $55,302 in the six months ended June 30, 2024, a decrease of $11,155, or 17%, compared to $66,457 in the same period of 2023, corresponding to the decline in product sales for the period compared to the same period in the prior year.
Selling, general and administrative costs decreased by $76,525, or 4%, to $1,860,912 in the six months ended June 30, 2024 compared to $1,937,437 in the six months ended June 30, 2023, primarily due to lower consulting and other overhead costs in our corporate function resulting from focused cost cutting efforts.
Depreciation and amortization in the six months ended June 30, 2024 decreased by $4,599, or 3%, to $171,771 compared to $176,370 in the six months ended June 30, 2023, primarily as a result of certain fixed asset reaching the end of their depreciable lives during 2023.
Loss from operations increased by $402,801, or 22%, to $2,257,527 in the six months ended June 30, 2024 compared to $1,854,726 in the six months ended June 30, 2023, primarily as a result of decreased revenue, offset in part by reduced practice operating costs and corporate overhead costs.
Other Income (Expenses)
Loss on extinguishment of debt in the six months ended June 30, 2024 was $170,227, compared to a loss of $88,932 in the six months ended June 30, 2023. Loss on extinguishment of debt in 2023 resulted from early repayment of notes payable to our CEO and extension of notes payable to our CEO and CFO. Loss on extinguishment of debt in 2024 resulted primarily from two maturing notes payable to Dr. Dent refinanced with new convertible notes payable in the same amount.
Gains from the change in fair value of debt was $27,900 in the six months ended June 30, 2024 related to two notes payable to Dr. Michael Dent that were recorded at fair value following extension of the maturity dates of the notes. These notes are revalued at their fair value at the end of each period, with the changes recorded as gains or losses from the change in fair value of debt. There were no such gains or losses in the six months ended June 30, 2023.
Amortization of original issue and debt discounts on notes payable and convertible notes in the six months ended June 30, 2024 was $479,621, an increase of $387,572, or 150%, compared to $192,049 in the six months ended June 30, 2023. Amortization of discounts arose from original issue discounts on notes payable, warrants attached to notes payable, and beneficial conversion features in convertible notes payable. The increase was due to higher notes payable balances and larger equity-based and original issue discounts offered for new notes payable, and therefore larger corresponding amortizable discount balances, in 2024 compared to 2023.
Gain from realization of contingent sale consideration receivable was $15,000 in the six months ended June 30, 2023, resulting from an excess of actual proceeds received from the sale of the ACO Business in the second quarter 2023 in excess of the amount estimated to be received at the time of the sale. No such gains were realized in the six months ended June 30, 2024.
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Gain from the change in fair value of contingent acquisition consideration decreased by $3,653, or 84%, to a gain of $711 in the six months ended June 30, 2024, compared to a gain of $4,364 in the six months ended June 30, 2023. These charges relate to the fourth and final year of the MOD earnout, which will resolve based on the performance of our Medical Distribution Division in calendar year 2024.
Interest expense decreased by $1,115, or 2%, to $49,390 for the six months ended June 30, 2024, compared to $50,505 in the six months ended June 30, 2023, due similar interest-bearing notes payable balances during the six months ended June 30, 2023 and 2024.
Total other income (expenses) increased by $358,505, or 115%, to net expense of $670,627 in the six months ended June 30, 2024 compared to net expense of $312,122 in the six months ended June 30, 2023. The change was primarily a result of increased debt discount amortization charges in 2024 corresponding to higher debt discount balances and higher debt extinguishment loss in 2024.
Loss from continuing operations increased by $761,306, or 35%, to $2,928,154 in the six months ended June 30, 2024, compared to $2,166,848 in the six months ended June 30, 2023. The increased loss was due primarily a decrease in revenue and increased financing related other expenses, offset in part by reduced practice operating costs and corporate overhead costs.
Gain (loss) from operations of discontinued operations
As a result of the AHP Sale on January 17, 2023, our ACO/MSO Division was classified as discontinued operations in the accompanying consolidated statement of operations for the six months ended June 30, 2024 and 2023. Loss from operations of discontinued operations decreased by $58,741, or 100%, from $58,741 in the six months ended June 30, 2023 to $-0- in the six months ended June 30, 2024. The loss in 2023 reflects winding down costs of the discontinued operation after the sale on January 17, 2023. No revenue or costs were incurred related to the business in the six months ended June 30, 2024.
Effective January 17, 2023, we completed the AHP Sale, at which time we discontinued the operations of CHM and ceased to have a controlling financial interest in AHP. In connection with the AHP Sale, as of January 17, 2023, we recognized the fair value of consideration received and receivable from the AHP Sale, recognized an indemnification liability related to potential claims resulting from the AHP Sale, derecognized the carrying value of assets and liabilities transferred to the Buyer or otherwise derecognized in connection with in the AHP Sale, and recorded a gain on sale for the excess of consideration received over carrying value of assets derecognized and liabilities recognized. Accordingly, we recorded a gain from disposal of AHP in the amount of $2,674,069 in the six months ended June 30, 2023.
Net income (loss)
Net income (loss) decreased by $3,376,634, or 753%, to a net loss of ($2,928,154) in the six months ended June 30, 2024, compared to net income of $448,480 in the six months ended June 30, 2023, primarily as a result of (i) the gain from disposal of AHP in the amount of $2,674,069 in the six months ended June 30, 2023 with no corresponding gain in the six months ended June 30, 2024, (ii) a decrease in revenue and increased financing related other expenses, offset in part by (iii) reduced practice operating costs and corporate overhead costs.
Seasonal Nature of Operations
We do not experience any material seasonality related to any of our continuing operations.
Liquidity and Capital Resources
Liquidity Condition
During the second quarter of 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This update provided U.S. GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. Under this standard, we are required to evaluate whether there is substantial doubt about our ability to continue as a going concern each reporting period, including interim periods. In evaluating our ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt about our ability to continue as a going concern within 12 months after our financial statements were issued (August 14, 2025).
47
Management considered our current financial condition and liquidity sources, including current funds available, forecasted future cash flows and our obligations due before August 14, 2025 and concluded that, without additional funding, we will not have sufficient funds to meet our obligations within one year from the date the consolidated financial statements were issued. Without raising additional capital, either via additional advances made pursuant to the SEPA or from other sources, there is substantial doubt about our ability to continue as a going concern through August 14, 2025. The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. This basis of presentation contemplates the recovery of our assets and the satisfaction of liabilities in the normal course of business.
We are subject to a number of risks, including uncertainty related to product development and generation of revenues and positive cash flow from our Digital Healthcare Division and a dependence on outside sources of capital. The attainment of profitable operations is dependent on future events, including obtaining adequate financing to fulfill our growth and operating activities and generating a level of revenues adequate to support our cost structure.
As of June 30, 2024, we had cash balances of $172,700, a working capital deficit of $1,390,094 and an accumulated deficit of $44,961,290. For the six months ended June 30, 2024, we had a net loss of $2,928,154 and we used cash from operating activities of $1,713,549. We expect to continue to incur net losses and have significant cash outflows for at least the next 12 months.
Significant Liquidity Transactions
Through June 30, 2024, we have funded our operations principally through a combination of sales of our common stock, convertible and non-convertible promissory notes, government issued debt, and related party debt, as described below.
On July 5, 2022, we entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”). Pursuant to the SEPA, we have the right to sell to Yorkville up to 30,000,000 shares of our common stock, par value $0.0001 per share, at our request any time during the three-year commitment period set forth in the SEPA. Because the purchase price per share to be paid by Yorkville for the shares of common stock sold by us to Yorkville pursuant to the SEPA, if any, will fluctuate based on the market prices of our common stock during the applicable pricing period, we cannot reliably predict the actual purchase price per share to be paid by Yorkville for those shares, or the actual gross proceeds we will receive from those sales, if any. During the three months ended June 30, 2023, we sold 225,000 shares of common stock under the SEPA, receiving $18,765 in proceeds, all of which was applied to the balance of a then-outstanding promissory note payable to Yorkville. We have not sold any additional shares under the SEPA since January 2023.
During the six months ended June 30, 2024, we issued five new convertible notes payable to our CEO, Dr. Michael Dent, for aggregate net cash proceeds of $1,650,000 and refinanced an existing note with a principal of $166,500. We also issued a note payable to a third party for net cash proceeds of $135,000. We made repayments on related party and third party notes of $37,602 and $510,773, respectively.
During the six months ended June 30, 2024, we sold 5,977,193 shares of common stock to four investors in separate private placement transactions. We received $405,000 in proceeds from the sales. In connection with the stock sales, we also issued 2,500,000 five-year warrants to purchase shares of common stock at an exercise price of $0.17 per share and 438,596 five-year warrants to purchase shares of common stock at an exercise price of $0.16 per share.
On January 17, 2023, we entered into the AHP Merger Agreement, pursuant to which the Buyer agreed to buy, and we agreed to sell, AHP. We received $750,000 upon signing of the AHP Merger Agreement, $31,381 in March 2023 for the Stub Period Reimbursement, $1,750,000 ($1,540,000 net after commissions) in Incremental Cash Consideration during June, July and August for meeting participating physician transfer milestones, and $1,873,993 gross ($1,186,231 net after commissions) in October 2023 from the 2022 MSSP Consideration. We may receive future proceeds comprised of proceeds from sale of shares of the Buyer if the Buyer completes an initial public offering by February 1, 2025 and up to $500,000 of the Physician Advance Consideration from the Buyer’s plan year 2023 (and if necessary, 2024) MSSP Shared Savings.
Without raising additional capital, whether via additional advances made pursuant to the SEPA, from the sale of equity or debt instruments, from receipt of remaining contingent consideration related to the sale of the ACO/MSO Division, or from other sources, there is substantial doubt about the Company’s ability to continue as a going concern through May 15, 2025. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of presentation contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business.
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Plan of operation and future funding requirements
Our plan of operations is to profitably operate our Health Services business and continue to invest in our Digital Healthcare business, including our cloud-based online personal medical information and record archiving system, the “HealthLynked Network.”
We are marketing the HealthLynked Network by targeting large health systems, hospitals and universities. In addition, we are marketing via direct-to-patient marketing, affiliated marketing campaigns, co-marketing with our Medical Distribution businesses subsidiary MOD, and expanded southeast regional sales efforts. Our initial sales strategy is utilizing Internet-based marketing to increase penetration to targeted geographical areas. These campaigns are focused on both physician practices and patient members. We also are leveraging MOD’s discounted medical supplies as an offering to our patient and physician members in the HealthLynked Network. We also intend to utilize physician telesales through the use of telesales representatives whom we will hire as access to capital allows. If we fail to complete the development of, or successfully market, the HealthLynked Network, our ability to realize future increases in revenue and operating profits could be impacted, and our results of operations and financial position would be materially adversely affected.
We plan to raise additional capital to fund our ongoing plan of operation.
Historical Cash Flows
| Six Months Ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| Net cash (used in) provided by: | ||||||||
| Net cash used in continuing operating activities | $ | (1,713,549 | ) | $ | (1,653,694 | ) | ||
| Net cash used in discontinued operating activities | — | (49,561 | ) | |||||
| Net cash used in operating activities | (1,713,549 | ) | (1,703,255 | ) | ||||
| Net cash provided by (used in) continuing investing activities | (2,598 | ) | 1,961,381 | |||||
| Net cash provided by (used in) discontinued investing activities | — | — | ||||||
| Net cash provided by (used in) investing activities | (2,598 | ) | 1,961,381 | |||||
| Net cash provided by continuing financing activities | 1,641,625 | 598,955 | ||||||
| Net cash provided by discontinued financing activities | — | — | ||||||
| Net cash provided by financing activities | 1,641,625 | 598,955 | ||||||
| Net increase (decrease) in cash from continuing operating | (74,522 | ) | 906,642 | |||||
| Net (decrease) in cash from discontinued operating | — | (49,561 | ) | |||||
| Net increase (decrease) in cash | $ | (74,522 | ) | $ | 857,081 | |||
Operating Activities – During the six months ended June 30, 2024, we used cash from operating activities of $1,713,549, as compared with $1,703,255 in the six months ended June 30, 2023. The slight increase in cash usage results primarily an overall reduction in revenue, offset by cost reduction efforts at our Health Services practices and a decrease of $49,561 in cash used in operations of our discontinued ACO/MSO Division resulting from the unit being sold on January 17, 2023.
Investing Activities – During the six months ended June 30, 2024, we used $2,598 in investing activities related to acquisition of computers and office equipment. During the six months ended June 30, 2023, we realized $1,961,381 from investing activities, comprised of cash proceeds received form the AHP sale, including $750,000 Upfront Cash Consideration, $31,381 Stub Period Reimbursement, and $1,225,000 ($1,180,000 net after commissions) of Incremental Cash Consideration.
Financing Activities – During the six months ended June 30, 2024, cash provided by financing activities was $1,641,625, comprised of $405,000, from the sale of common stock, $1,650,000 from the issuance of notes payable to related parties, and $135,000 from the issuance of notes payable to third parties, offset by $548,375 repayments made against notes payable balances. During the six months ended June 30, 2023, cash provided by financing activities was comprised of $475,000 proceeds from the sale of common stock (net of $18,765 received from sales of common stock under the SEPA that were applied to the balance of the Note Payable) and $1,053,000 from the issuance of notes payable, offset by $929,545 repayments made against notes payable balances (net of $18,765 received from sales of common stock under the SEPA that were applied to the balance of the Note Payable).
Exercise of Warrants and Options
No warrants or options were exercised during the six months ended June 30, 2024 or 2023.
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Other Outstanding Obligations at June 30, 2024
As of June 30, 2024, 96,064,592 shares of our common stock are issuable pursuant to the exercise of warrants with exercise prices ranging from $0.035 to $1.05.
As of June 30, 2024, 9,448,730 shares of our common stock are issuable pursuant to the exercise of options with exercise prices ranging from $0.0569 to $0.31.
As of June 30, 2024, 613,160 shares of our common stock are issuable pursuant to future vesting of stock grants.
As of June 30, 2024, 1,977,143 shares of our common stock are earned but unissued pursuant to consulting and director agreements.
As of June 30, 2024, 36,972,139 shares of our common stock are issuable upon the conversion of outstanding convertible notes payable at the option of the holders of those instruments.
Off Balance Sheet Arrangements
We did not have, during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined under applicable Securities and Exchange Commission rules.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined in Rule 229.10(f)(1).
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of June 30, 2024 based on the framework in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013. Based on that evaluation, and in light of the material weaknesses found in our internal controls over financial reporting, our management concluded that our disclosure controls and procedures were not effective as of June 30, 2024.
Changes in Internal Control over Financial Reporting
There was no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the fiscal quarter ended June 30, 2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
We are not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.
Item 1A. Risk Factors
The Company is not required to provide the information required by this item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Except as previously disclosed in a Current Report on Form 8-K or in a Form 10-Q or 10-K, or as set forth below, the Company has not sold securities that were not registered under the Securities Act of 1933, as amended (the “Securities Act”), during the period covered by this report:
On June 3, 2024, we issued to a trust controlled by Dr. Michael Dent a convertible note payable with a principal of $1,000,000, an interest rate of 12% per annum, and a maturity date of June 3, 2025. The convertible note payable is convertible at any time at the holder’s option into shares of our common stock at a fixed conversion price of $0.0497 per share, or 20,120,724 shares.
The sales of the above securities were exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act, as transactions by an issuer not involving any public offering. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Item 6. Exhibits
| Exhibit No. | Exhibit Description | |
| 31.1* | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer | |
| 31.2* | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer | |
| 32.1* | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer | |
| 32.2* | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer | |
| 101* | Inline XBRL Instance Document | |
| Inline XBRL Taxonomy Extension Schema Document | ||
| Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||
| Inline XBRL Taxonomy Extension Definition Linkbase Document | ||
| Inline XBRL Taxonomy Extension Label Linkbase Document | ||
| Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: August 14, 2024
| HEALTHLYNKED CORP. | |||
| By: | /s/ Michael Dent | ||
| Name: | Michael Dent | ||
| Title: |
Chief Executive Officer and Chairman (Principal Executive Officer) | ||
| By: | /s/ David Rosal | ||
| Name: | David Rosal | ||
| Title: | Chief Financial Officer and Principal Financial Officer | ||
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