NextPlat Corp Files 2023 10-K, Reports $4.0M DTL Adjustment

TL;DR

<b>NextPlat Corp's 2023 10-K details a $4.0 million tax adjustment related to a business combination, impacting goodwill.</b>

AI Summary

NextPlat Corp (NXPLW) filed a Annual Report (10-K) with the SEC on April 11, 2024. NextPlat Corp filed its 10-K for the fiscal year ending December 31, 2023. The company recorded an approximate $4.0 million deferred tax liability measurement period adjustment due to book/tax basis differences for intangible assets from a business combination. NextPlat released a deferred tax asset valuation allowance of approximately $4.0 million as a reduction to goodwill. The company's business address is 3250 Mary St, Suite 410, Coconut Grove, FL 33133. NextPlat Corp was formerly known as Orbsat Corp and Great West Resources, Inc.

Why It Matters

For investors and stakeholders tracking NextPlat Corp, this filing contains several important signals. The $4.0 million deferred tax liability adjustment and release of valuation allowance directly impacts the company's goodwill balance, requiring careful investor scrutiny of its asset valuation. The filing provides historical financial data and business context, crucial for investors assessing NextPlat's financial health and strategic direction following recent acquisitions.

Risk Assessment

Risk Level: medium — NextPlat Corp shows moderate risk based on this filing. The company's financial reporting includes significant adjustments related to business combinations and tax liabilities, indicating potential complexity and the need for detailed analysis of its accounting practices.

Analyst Insight

Investors should closely examine the notes to the financial statements regarding the business combination and deferred tax adjustments to understand their full impact on the company's financial position.

Key Numbers

• 2023-12-31 — Fiscal Year End (Period of report)
• 2024-04-11 — Filing Date (Date of filing)
• 4.0 million — Deferred Tax Liability Adjustment (Measurement period adjustment for intangible assets)
• 4.0 million — Deferred Tax Asset Valuation Allowance Release (Reduction to goodwill)

Key Players & Entities

• NextPlat Corp (company) — Filer
• Orbsat Corp (company) — Former company name
• Orbital Tracking Corp. (company) — Former company name
• Great West Resources, Inc. (company) — Former company name
• NV (jurisdiction) — State of incorporation
• FL (location) — State of business address
• 4.0 million (dollar_amount) — Deferred tax liability measurement period adjustment
• 4.0 million (dollar_amount) — Release of deferred tax asset valuation allowance

FAQ

Risk Factors

• Deferred Tax Liability Measurement Period Adjustment [medium — financial]: An approximate $4.0 million deferred tax liability measurement period adjustment was recorded at December 31, 2023, due to book/tax basis differences for finite-lived intangible assets from a business combination.
• Release of Deferred Tax Asset Valuation Allowance [medium — financial]: The company released the deferred tax asset valuation allowance by approximately $4.0 million as a reduction to goodwill, in accordance with ASC 805-740-45-2.

Key Dates

• 2023-12-31: Fiscal Year End — Reporting period for the 10-K filing.
• 2024-04-11: 10-K Filing Date — Official date the filing was submitted to the SEC.

Glossary

Deferred Tax Liability

A liability representing income taxes payable in future periods. (The adjustment to this liability impacts the company's reported net income and financial position.)

Key Financial Figures

• $0.0001 — (g) of the Act: Common Stock, par value $0.0001 Indicate by check mark if the registr

Filing Documents

• nxpl20221231_10k.htm (10-K) — 3024KB
• ex_566979.htm (EX-21.1) — 3KB
• ex_566980.htm (EX-23.1) — 3KB
• ex_566981.htm (EX-31.1) — 11KB
• ex_566982.htm (EX-31.2) — 10KB
• ex_566983.htm (EX-32.1) — 11KB
• ex_629016.htm (EX-97.1) — 21KB
• pic1.jpg (GRAPHIC) — 12KB
• 0001437749-24-011806.txt (&nbsp;) — 13919KB
• nxpl-20231231.xsd (EX-101.SCH) — 119KB
• nxpl-20231231_cal.xml (EX-101.CAL) — 105KB
• nxpl-20231231_def.xml (EX-101.DEF) — 850KB
• nxpl-20231231_lab.xml (EX-101.LAB) — 670KB
• nxpl-20231231_pre.xml (EX-101.PRE) — 907KB
• nxpl20221231_10k_htm.xml (XML) — 2256KB

Business

Item 1. Business 3

Risk Factors

Item 1A. Risk Factors 18

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 56

Cybersecurity

Item 1C. Cybersecurity 56

Properties

Item 2. Properties 56

Legal Proceedings

Item 3. Legal Proceedings 57

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 58 PART II

Market for Registrant ' s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant ' s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 58

[RESERVED]

Item 6. [RESERVED] 59

Management ' s Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management ' s Discussion and Analysis of Financial Condition and Results of Operations 59

Quantitative and Qualitative Disclosures About Market Risk

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 71

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 71

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 71

Controls and Procedures

Item 9A. Controls and Procedures 72

Other Information

Item 9B. Other Information 72

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 72 PART III

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 73

Executive Compensation

Item 11. Executive Compensation 77

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 85

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence 87

Principal Accountant Fees and Services

Item 14. Principal Accountant Fees and Services 89 PART IV

Exhibits, Financial Statement Schedules

Item 15. Exhibits, Financial Statement Schedules 89

Form 10-K Summary

Item 16. Form 10-K Summary 96

Signatures

Signatures 96 2 Table of Contents PART I Cautionary Statement Regarding Forward-Looking Statements Portions of this Annual Report on Form 10-K (including information incorporated by reference) include " forward-looking statements " based on our current beliefs, expectations, and projections regarding our business strategies, market potential, future financial performance, industry, and other matters. This includes, in particular, " Item 7 — Management ' s Discussion and Analysis of Financial Condition and Results of Operations " of this Annual Report on Form 10-K, as well as other portions of this Annual Report on Form 10-K. The words " believe, " " expect, " " anticipate, " " project, " " could, " " would, " and similar expressions, among others, generally identify " forward-looking statements, " which speak only as of the date the statements were made. The matters discussed in these forward-looking statements are subject to risks, uncertainties, and other factors that could cause our actual results to differ materially from those projected, anticipated, or implied in the forward-looking statements. The most significant of these risks, uncertainties, and other factors are described in " Item 1A — Risk Factors " of this Annual Report on Form 10-K. Except to the limited extent required by applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Business

Item 1. Business NextPlat Corp ("NextPlat" or "the Company" or "we" or "our") is a global e-commerce and healthcare company. Our e-commerce venues form an effective global network serving thousands of consumers, enterprises, and governments. Our healthcare business is focused on improving the lives of patients with complex chronic diseases through a patient and provider engagement and their partnerships with payors, pharmaceutical manufacturers, and distributors, offering a broad range of solutions to address the dispensing, delivery, dosing, and reimbursement of clinically intensive, high-cost drugs Segments We operate in two segments: our e-Commerce Business and our Healthcare Business. Our e-Commerce Business Leveraging the e-commerce experience of our management team and our existing e-commerce platforms, the Company has embarked upon the rollout of a state-of-the-art e-commerce platform to collaborate with businesses to optimize their ability to sell their goods online, domestically, and internationally, and enabling customers and partners to optimize their e-commerce presence and revenue, which we expect will become the focus of the Company's business in the future. Historically, the business of NextPlat has been the provision of a comprehensive array of Satellite Industry communication services, and related equipment sales. As detailed in Online Storefronts and E-Commerce Platforms below, the Company operates two main e-commerce websites as well as 25 third-party e-commerce storefronts on platforms such as Alibaba, Amazon, OnBuy, and Walmart. These e-commerce venues form an effective global network serving thousands of consumers, enterprises, and governments. We are actively pursuing distribution, marketing and license arrangements and joint ventures with companies that could distribute their products through our e-commerce platform. We may also seek to joint venture with or purchase part or all of businesses that manufacture or distribute products, p

View Full Filing

View this 10-K filing on SEC EDGAR