UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 13, 2021

 

LifeMD, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware   001-39785   76-0238453

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

800 Third Avenue, Suite 2800

New York, NY 10022

(Address of principal executive offices, including zip code)

 

(866) 351-5907

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

[  ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.01 per share   LFMD   The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

 

 

 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On May 13, 2021, LifeMD, Inc. (the “Company”) issued a press release announcing the Company’s financial and operating results for the quarter ended March 31, 2021, and that it is raising its revenue guidance for the full year 2021 from previous guidance provided by the Company. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

 

The information in Item 2.02 and Item 9.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

 

Item 9.01. Exhibits.

 

(d) Exhibits

 

The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

 

Exhibit No.   Exhibit
99.1   Press Release, dated May 13, 2021.

 

 

 

 

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 hereunto duly authorized.

 

    LifeMD, Inc.
       
Dated: May 13, 2021 By: /s/ Justin Schreiber
     

Justin Schreiber

Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

 

LifeMD Reports Q1 2021 Revenue up 323% to Record $18.2M, Raises Full Year Revenue Guidance to $90-$100M

 

  92% of Q1 2021 revenue was generated by subscriptions, up from 75% in Q1 2020
  Total patients and customers served nationwide surpassed 320,000
  Gross Margins of 82%, up 13% from the same year-ago period
  Total Telehealth Order volume grew by 373% versus year ago period to 164,452

 

NEW YORK, May 13, 2021 — LifeMD, Inc. (“the Company”) (NASDAQ: LFMD), a leading direct-to-patient telehealth company, today reported results for the first quarter ended March 31, 2021. All quarterly comparisons are to the same year-ago period. The Company will hold a conference call at 4:30 p.m. Eastern time today to discuss the results (see dial-in information below.)

 

($ in 000s)   Three Months Ended March 31     Y-o-Y  
Key Performance Metrics     2021       2020       % Growth  
                         
Revenue                        
                         
Product (Telehealth)   $ 13,283     $ 2,956       349 %
Software (LegalSimpli)     4,914       1,349       264 %
Total Revenue   $ 18,198     $ 4,305       323 %
Subscription Revenue as % of Total     92 %     75 %        
                         
Telehealth Volume                        
                         
Total Telehealth Orders     164,452       34,753       373 %
                         
LegalSimpli                        
Active Subscribers     109,517       36,852       197 %

 

Q1 Financial Highlights

 

  Revenue increased 323% to a record $18.2 million.
  92% of Q1 2021 revenue was generated by subscriptions, up from 75% in Q1 2020.
  Telemedicine orders increased 373% to more than 164,000.
  Gross profit increased 403% to $14.9 million or 82% of revenue.
  Cash totaled $13.4 million at March 31, 2021, versus $9.2 million at December 31, 2020. Subsequent to the end of the quarter, the Company completed a private placement with net proceeds of $13.5 million.

 

 
 

 

Q1 Operational Highlights

 

  Total patients and customers served nationwide surpassed 320,000.
  At the end of the first quarter of 2021, launched Nava MD™, a tele-dermatology and skincare brand that offers virtual medical treatment from dermatologists and other providers. Nava MD’s proprietary products leverage intellectual property and proprietary formulations licensed from Restorsea, a leading skincare technology platform.
  In the quarter, the Company changed its name from Conversion Labs to Life MD™, reflecting its evolution and expansion from a branded telemedicine products company into a leading provider of end-to-end concierge telehealth services.
  Expanded the management team with the appointments of a Chief Medical Officer, Chief Financial Officer, Chief Digital Officer, Chief Business Officer, and Corporate Controller.

 

Management Commentary

 

“As a rising leader in telehealth, we’re extremely pleased with the evolution of LifeMD into a powerful end-to-end patient-centric digital health platform. Having addressed the needs of over 320,000 patients and customers across 50 states, we are creating converts and advocates of virtual healthcare”, noted LifeMD Chairman and CEO, Justin Schreiber. “I’m especially pleased with the management and leadership team that have chosen to join LifeMD on our journey. We are a company which has been built from the ground up to support the expansion of telehealth and its new role in the transformation of patient care.”

 

“What has been encouraging in the new year, is just how quickly telehealth has been adopted to become a permanent part of the healthcare continuum. The new modality has eased the burden of physician workflow within the healthcare system and patients have embraced virtual treatment as a result of its improved cost, accessibility and convenience. In support of this rapid adoption, the Company is leveraging its digital technology platform with unlimited scalability across new verticals, products and services. As LifeMD continues to support the adoption of telehealth, we are now able to set the stage for balanced growth and multiple pathways to profitability,” concluded Mr. Schreiber.

 

Marc Benathen, CFO commented, “We are extremely pleased with LifeMD’s performance in the period as we continue to overlay new products, services and plan for launches into new healthcare indications and verticals. In doing so, we continue to ramp the business in support of growing revenues and an increasing subscriber base with the goal of working towards profitability. We have also recently begun to hone in on our KPI’s and unit economics and in doing so, reduced our cash burn on a go forward basis by approximately 30% due mostly to more efficient acquisition spend while maintaining an aggressive revenue growth trajectory. This burn will continue to further reduce as we scale our company. Based on the strong results of Q1 and continued momentum resulting from our strong recurring subscription revenue model, we are now increasing our Full Year 2021 Revenue Guidance to $90 to $100 million.”

 

 
 

 

Q1 2021 Financial Summary

 

  Revenue in the first quarter of 2021 increased 323% to a record $18.2 million from $4.3 million in the same year-ago quarter. The growth in revenue was primarily driven by a 349% increase in telemedicine product revenues.
  The company’s LegalSimpli subsidiary, a PDF software-as-a-service (SaaS), contributed net sales of $4.9 million, up 264% from the year-ago quarter.
  Including $1.3 million in deferred revenue associated with recurring subscriptions, adjusted revenues on a non-GAAP basis would total $19.5 million for the first quarter of 2021.
  Gross profit in the first quarter increased 403% to $14.9 million, compared to $3.0 million in the same year-ago quarter. Gross margin in the first quarter of 2021 increased to 82% from 69% in the same year-ago quarter. The increase of 13% was principally attributable to lower product costs, growth of our prescription business and more stringent inventory management.
  Operating expense in the first quarter of 2021 was $26.8 million, up from $4.7 million in the same year-ago quarter. The increase was primarily due to increases of selling and marketing expenses of $15.9 million driven by growth in discretionary customer acquisition spend, general and administrative expenses of $5.2 million, other operating expenses of $737,000, customer services expenses of $127,000, and development cost of $114,000. G&A expenses for first quarter of 2021 also included non-cash expenses for stock-based compensation and amortization of $2.3 million.
  Net loss attributable to common stockholders for the first quarter of 2021 was $11.6 million or $(0.47) per share, as compared to a net loss attributable to common stockholders of $2.4 million or $(0.23) per share in the first quarter of 2020.
  Excluding $2.3 million related to non-cash stock-based compensation expense, Adjusted EPS, a non-GAAP term, totaled a loss of $(0.38) per share for the first quarter of 2021 as compared to a loss of $(0.22) per share for the first quarter of 2020. (see definition of this non-GAAP term and reconciliation to GAAP, below).
  Adjusted EBITDA, a non-GAAP term, totaled a loss of $8.9 million in the first quarter of 2021, compared to an Adjusted EBITDA loss of $556,000 in the same year-ago quarter (see definition of this non-GAAP term and reconciliation to GAAP, below).
  Cash totaled $13.4 million at March 31, 2021, as compared to $9.2 million at December 31, 2020. The increase was primarily due to a private placement with net proceeds of $13.5 million completed in February 2021.

 

2021 Financial Outlook

 

For the full year 2021, the company is raising its revenue guidance to $90 million to $100 million from its previous guidance of $85 to $95 million. The current guidance represents revenue growth of 141% to 168% versus prior year.

 

Conference Call

LifeMD’s management will host a conference call followed by a question and answer session to discuss the company’s financial results and outlook.

 

Date: Thursday, May 13, 2021

Time: 4:30 p.m. Eastern time (1:30 p.m. Pacific time)

Toll-free dial-in number: 1-866-269-4260

International dial-in number: 1-720-452-9102

Conference ID: 3530318

Webcast: http://public.viavid.com/index.php?id=144808

 

 
 

 

The conference call will be webcast live and available for replay via a link provided in the Investors section of the company’s website at https://ir.lifemd.com.

 

Please call the conference telephone number five minutes prior to the start time. An operator will register your name and organization.

 

Anyone listening to the call is encouraged to read the company’s periodic reports on file with the Securities and Exchange Commission, including the discussion of risk factors and historical results of operations and financial condition in those reports.

 

About LifeMD

 

LifeMD, Inc. is a rapidly growing direct-to-patient telehealth company that offers cash pay virtual medical treatment, prescription medications and over the counter products to patients across all 50 states. LifeMD’s telemedicine platform enables virtual access to affordable and convenient medical treatment from licensed providers and, when appropriate, prescription medications and over-the-counter products delivered directly to the patient’s home. To learn more, go to LifeMD.com.

 

Cautionary Note Regarding Forward Looking Statements

 

This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things our plans, strategies and prospects - both business and financial. While we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Many of the forward-looking statements contained in this news release may be identified by the use of forward-looking words such as “believe,” “expect,” “anticipate,” “should,” “planned,” “will,” “may,” “intend,” “estimated,” and “potential,” among others. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this news release include market conditions and those set forth in reports or documents that we file from time to time with the United States Securities and Exchange Commission. All forward-looking statements attributable to LifeMD, Inc. or a person acting on its behalf are expressly qualified in their entirety by this cautionary language.

 

 
 

 

LIFEMD, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

    March 31, 2021     December 31, 2020  
             
ASSETS                
                 
Current Assets                
Cash   $ 13,406,656     $ 9,179,075  
Accounts receivable, net     1,351,443       648,421  
Product deposit     1,300,243       816,765  
Inventory, net     1,674,381       1,264,258  
Other current assets     104,801       154,876  
Total Current Assets     17,837,524     $ 12,063,395  
                 
Non-current assets                
Right of use asset, net     249,848       274,437  
Capitalized software, net     400,392       375,983  
Intangible assets, net     255,937       339,840  
Total non-current assets     906,177       990,260  
                 
Total Assets   $ 18,743,701     $ 13,053,655  
                 
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT                
Current Liabilities                
Accounts payable and accrued expenses   $ 13,430,136     $ 11,794,084  
Notes payable, net     674,269       779,132  
Deferred revenue     1,339,309       916,880  
Total Current Liabilities     15,443,714       13,490,096  
                 
Long-term Liabilities                
Lease Liability     263,401       285,323  
Contingent consideration on purchase of LegalSimpli     100,000       100,000  
Total Liabilities     15,807,115       13,875,419  
                 
Mezzanine Equity                
               
Preferred Stock, $0.0001 per value; 5,000,000 shares authorized Series B Preferred Stock, $0.0001 per value; 5,000 shares authorized, 3,500 and 3,500 shares issued and outstanding, liquidation value approximately, $1,045 and $1,045 per share as of March 31, 2021 and December 31, 2020, respectively     3,778,014       3,655,822  
               
Stockholders’ Deficit Common stock, $0.01 par value; 100,000,000 shares authorized, 25,885,014 and 23,433,663  shares issued, 25,781,974 and 23,330,623 outstanding as of March 31, 2021 and December 31, 2020, respectively     258,851       234,337  
                 
Additional paid-in capital     91,585,607       77,779,370  
Accumulated deficit     (91,754,288 )     (80,151,905 )
      90,170       (2,138,198 )
Treasury stock, 103,040 and 103,040 shares, at cost     (163,701 )     (163,701 )
Total LifeMD, Inc. Stockholders’ Deficit     (73,531 )     (2,301,899 )
                 
Non-controlling interest     (767,896 )     (2,175,687 )
                 
Total Stockholders’ Deficit     (841,427 )     (4,477,586 )
                 
Total Liabilities, Mezzanine Equity and Stockholders’ Deficit   $ 18,743,701     $ 13,053,655  

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 
 

 

LIFEMD, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

    Three Months Ended March 31,  
    2021     2020  
Net Revenues                
Product revenues, net   $ 13,283,315     $ 2,955,801  
Software revenues, net     4,914,797       1,349,011  
Service revenues, net             -  
Total Revenues, net     18,198,112       4,304,812  
                 
Cost of product revenue     3,123,025       1,252,747  
Cost of software revenue     140,228       84,903  
Cost of revenues     3,263,253       1,337,650  
                 
Gross Profit     14,934,859       2,967,162  
                 
Expenses                
Selling & marketing expenses     18,640,731       2,745,882  
General and administrative expenses     6,863,879       1,590,967  
Other operating expenses     861,081       124,491  
Customer service expenses     295,277       168,185  
Development Costs     192,228       78,142  
Total expenses     26,853,196       4,707,667  
                 
Operating Loss     (11,918,337 )     (1,740,505 )
                 
Other Income (Expenses)                
Interest expense, net     (139,463 )     (793,039 )
Gain on debt forgiveness     184,914       -  
      45,451       (793,039 )
                 
Net Loss before provision for income taxes     (11,872,886 )     (2,533,544 )
                 
Provision for income taxes     -       -  
                 
Net Loss     (11,872,886 )     (2,533,544 )
                 
Net (loss) attributable to noncontrolling interests     (270,503 )     (138,816 )
                 
Net loss attributable to LifeMD, Inc. common stockholders   $ (11,602,383 )   $ (2,394,728 )
                 
Basic loss per share attributable to LifeMD, Inc. common stockholders   $ (0.47 )   $ (0.23 )
Diluted loss per share attributable to LifeMD, Inc. common stockholders   $ (0.47 )   $ (0.23 )
                 
Weighted Average number of common shares outstanding:                
Basic     24,467,788       10,697,767  
Diluted     24,467,788       10,697,767  

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 
 

 

LIFEMD, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

    Three Months Ended March 31,  
    2021     2020  
             
CASH FLOWS FROM OPERATING ACTIVITIES                
Net Loss   $ (11,872,886 )   $ (2,533,544 )
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:                
Amortization of debt discount     80,051       191,247  
Amortization of capitalized software     24,451       2,551  
Amortization of intangibles     83,903       83,903  
Acceleration of debt discount     -       500,145  
Gain on forgiveness of debt     (184,914 )     -  
Operating lease payments     2,666       1,309  
Stock compensation expense     2,325,775       95,900  
Liability to issue shares for services     -       873,000  
Changes in Assets and Liabilities                
Accounts receivable     (703,022 )     (185,034 )
Product deposit     (483,478 )     89,168  
Inventory     (410,123 )     395,774  
Other current assets     50,075       126,604  
Deferred revenue     422,429       193,408  
Accounts payable and accrued expenses     1,558,244       826,924  
Net cash (used in) provided by operating activities     (9,106,829 )     661,355  
                 
CASH FLOWS FROM INVESTING ACTIVITIES                
Cash paid for capitalized software costs     (48,860 )     (68,400 )
Payment to seller for contingent consideration     -       (400,000 )
Net cash used in investing activities     (48,860 )     (468,400 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES                
Cash proceeds from private placement offering, net     13,495,270       -  
Cash proceeds from exercise of options     24,000       -  
Purchase of membership interest of LSS     (100,000 )     -  
Distributions to non-controlling interest     (36,000 )     (36,000 )
Proceeds from note payable             750,000  
Repayment of notes payable             (1,640,702 )
Debt issuance costs             (15,000 )
Net cash provided by (used in) financing activities     13,383,270       (941,702 )
                 
Net increase (decrease) in cash     4,227,581       (748,747 )
                 
Cash at beginning of period     9,179,075       1,106,624  
                 
Cash at end of period   $ 13,406,656     $ 357,877  
                 
Cash paid for interest                
Cash paid during the period for interest   $ 17,271     $ 101,600  
                 
Non-cash investing and financing activitites:                
Cashless exercise of warrants   $ 300     $ 1,479  
Principal of Paycheck protection Program loans forgiven   $ 184,914     $ -  
Deemed dividend from warrant price adjustments   $ -     $ 1,142,385  
Stock yet to be issued for capitalized costs   $ -     $ 40,000  
Deemed distribution from down-round provision on unissued shares   $ -     $ 106,522  

 

 
 

 

About the Use of Non-GAAP Financial Measures:

 

To supplement our financial information presented in accordance with GAAP, we use adjusted EBITDA and adjusted EPS, which are non-GAAP financial measures to clarify and enhance an understanding of past performance. We believe that the presentation of these financial measures enhances an investor’s understanding of our financial performance. We further believe that these financial measures are useful financial metrics to assess our operating performance from period-to-period by excluding certain items that we believe are not representative of our core business. We use certain financial measures for business planning purposes and in measuring our performance relative to that of our competitors.

 

Adjusted EBITDA is defined as income (loss) attributable to common shareholders before interest, taxes, depreciation, amortization, financing expense, acceleration of debt discount, inventory valuation adjustment/write off, warrant settlements, accrued interest/deemed distributions, and stock-based compensation expense.

 

Adjusted EPS is defined as the diluted net loss attributable to LifeMD, Inc common shareholders before stock-based compensation expense.

 

We believe the above financial measures are commonly used by investors to evaluate our performance and that of our competitors. However, our use of the terms adjusted EBITDA and adjusted EPS may vary from that of others in our industry. None of adjusted EBITDA or adjusted EPS should be considered as an alternative to net loss before taxes, net loss, loss per share or any other performance measures derived in accordance with GAAP as measures of performance.

 

The following is a reconciliation of Net loss attributable to common shareholders, the most directly comparable GAAP financial measure, to adjusted EBITDA:

 

Reconciliation of GAAP Net Loss to Adjusted EBITDA

(in whole numbers, unaudited)

 

    Three months ended March 31,  
      2021       2020  
Net (loss) attributable to common shareholders   $ (11,602,383 )   $ (2,394,728 )
                 
Interest expense (excluding debt discount and acceleration of debt)     17,271       101,647  
Depreciation & Amortization Expense     152,743       86,545  
Amortization of debt discount     -       191,247  
Financing transactions expense     125,979       62,012  
Acceleration of debt discount     -       500,145  
Inventory valuation adjustment     -       769,378  
Accrued interest on Series B Stock     122,192       -  
Stock-based compensation expense     2,325,775       127,900  
                 
Adjusted EBITDA   $ (8,858,424 )   $ (555,854 )

 

 
 

 

The following is a reconciliation of GAAP diluted loss per share attributable to common shareholders, the most directly comparable GAAP financial measure, to adjusted EPS:

 

Reconciliation of GAAP Diluted Loss per Share Attributable to Common Shareholders to Adjusted EPS

 

    Three months ended March 31,  
      2021       2020  
Diluted loss per share attributable to LifeMD, Inc. common shareholders   $ (0.47 )   $ (0.23 )
                 
Adjustments to Reconcile GAAP Diluted Loss Per Share to Adjusted EPS                
Stockholders Compensation Expense   $ 0.10     $ 0.01  
                 
Adjusted EPS   $ (0.38 )   $ (0.22 )

 

Company Contact

LifeMD, Inc.

Marc Benathen, CFO

Email Contact

 

Investor Relations Contact

Ashley Robinson

LifeSci Advisors, LLC

arr@lifesciadvisors.com