COMMITMENTS, CONTINGENCIES, AND CONCENTRATIONS | 9 Months Ended |
Sep. 30, 2013 |
COMMITMENTS, CONTINGENCIES, AND CONCENTRATIONS | ' |
COMMITMENTS, CONTINGENCIES, AND CONCENTRATIONS | ' |
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: |
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a) | Basis of Presentation: | | | | | | | | | | | | | | | | | | | | | | | | |
The preceding (a) condensed consolidated balance sheet as of December 31, 2012, which has been derived from audited financial statements, and (b) the unaudited interim condensed consolidated financial statements as of September 30, 2013 and for the nine-month periods ended September 30, 2013 and 2012, respectively, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures, which are normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures made are adequate to provide for fair presentation. The interim financial information should be read in conjunction with the Financial Statements and the notes thereto, included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012, previously filed with the SEC. |
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On May 30, 2012, the Company effected a 1-for-8 reverse split of its common stock. This was done to allow the Company to move to the NASDAQ trading market from the QTCQB market, which occurred on June 7, 2012. As a result of the reverse stock split, the outstanding 63,967,263 common shares were reduced to 7,995,918 outstanding common shares on May 30, 2012. The effect of the reverse stock split has been retroactively reflected for all periods in these financial statements. |
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In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the Company's condensed consolidated financial position as of September 30, 2013, its condensed consolidated results of operations for the three- and nine-month periods ended September 30, 2013 and 2012, respectively, and its condensed consolidated cash flows for the nine-month periods ended September 30, 2013 and 2012, as applicable, have been made. The interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods. |
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CHEMBIO DIAGNOSTICS, INC. AND SUBSIDIARY |
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
30-Sep-13 |
(UNAUDITED) |
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| b) | Revenue Recognition | | | | | | | | | | | | | | | | | | | | | | | |
The Company recognizes revenue for product sales in accordance with ASC 605, which provides that revenue is recognized when there is persuasive evidence of an arrangement, delivery has occurred or services have been rendered, the sales price is determinable, and collectability is reasonably assured. Revenue typically is recognized at time of shipment. Sales are recorded net of discounts, rebates and returns. |
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For certain contracts, the Company recognizes revenue from non-milestone contracts and grant revenues when earned. Grants are invoiced after expenses are incurred. Revenues from projects or grants funded in advance are deferred until earned. As of September 30, 2013 and December 31, 2012, all advanced revenues were earned. |
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The Company follows Financial Accounting Standards Board ("FASB") authoritative guidance ("guidance") prospectively for the recognition of revenue under the milestone method. The Company applies the milestone method of revenue recognition for certain collaborative research projects defining milestones at the inception of the agreement. |
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| c) | Inventories: | | | | | | | | | | | | | | | | | | | | | | | |
Inventories consist of the following at: |
| | 30-Sep-13 | | | 31-Dec-12 | | | | | | | | | | | | | | | | | | |
Raw materials | | $ | 1,945,929 | | | $ | 1,418,071 | | | | | | | | | | | | | | | | | | |
Work in process | | | 879,806 | | | | 561,530 | | | | | | | | | | | | | | | | | | |
Finished goods | | | 921,446 | | | | 508,470 | | | | | | | | | | | | | | | | | | |
| | $ | 3,747,181 | | | $ | 2,488,071 | | | | | | | | | | | | | | | | | | |
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| d) | Earnings Per Share: | | | | | | | | | | | | | | | | | | | | | | | |
On May 30, 2012, the Company effected a 1-for-8 reverse split of its common stock. This was done to allow the Company to move to the NASDAQ trading market from the OTCQB market, which occurred on June 7, 2012. As a result of the stock split, the outstanding 63,967,263 common shares were reduced to 7,995,918 outstanding common shares on May 30, 2012. The effect of the reverse stock split has been retroactively reflected for all periods in these financial statements. |
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Basic earnings per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding for the period. Diluted income per share reflects the potential dilution from the exercise or conversion of other securities into common stock, but only if dilutive. The following securities, presented on a common share equivalent basis for the three and nine-month periods ended September 30, 2013 and 2012, have been included in the earnings per share computations: |
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| For the three months ended | | For the nine months ended | | | | | | | | | | | | | | | | | | |
| 30-Sep-13 | | 30-Sep-12 | | 30-Sep-13 | | 30-Sep-12 | | | | | | | | | | | | | | | | | | |
Basic | 9,324,783 | | 8,001,472 | | 8,886,998 | | 7,974,447 | | | | | | | | | | | | | | | | | | |
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Diluted | 9,824,019 | | 8,001,472 | | 9,433,152 | | 8,616,917 | | | | | | | | | | | | | | | | | | |
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The following securities, presented on a common share equivalent basis for the three and nine-month periods ended September 30, 2013 and 2012, have been included in the diluted per share computations as the exercise prices of these securities were less than the stock price as of September 30, 2013 and 2012, respectively, or their inclusion would have been anti-dilutive as is the case with 617,680 options in the three months ended September 30, 2012, where the quarter showed a loss: |
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| For the three months ended | | | For the nine months ended | | | | | | | | | | | | | | | | | |
| 30-Sep-13 | | 30-Sep-12 | | | 30-Sep-13 | | 30-Sep-12 | | | | | | | | | | | | | | | | | |
1999 and 2008 Plan Stock Options | 499,236 | | - | | | 546,154 | | 642,470 | | | | | | | | | | | | | | | | | |
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CHEMBIO DIAGNOSTICS, INC. AND SUBSIDIARY |
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
30-Sep-13 |
(UNAUDITED) |
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The following securities, presented on a common share equivalent basis for the three and nine-month periods ended September 30, 2013 and 2012, have been excluded in the diluted per share computations as the exercise prices of these securities were greater than the stock price as of September 30, 2013 and 2012, respectively, except for 617,680 of the options reflected in the three months ended September 30, 2012 for which inclusion would have been dilutive due to the loss in the period: |
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| For the three months ended | | | For the nine months ended | | | | | | | | | | | | | | | | | |
| 30-Sep-13 | | 30-Sep-12 | | | 30-Sep-13 | | 30-Sep-12 | | | | | | | | | | | | | | | | | |
1999 and 2008 Plan Stock Options | 169,662 | | 750,002 | | | 169,662 | | 161,464 | | | | | | | | | | | | | | | | | |
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| e) | Employee Stock Option Plan: | | | | | | | | | | | | | | | | | | | | | | | |
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The Company had a 1999 Stock Option Plan ("SOP"). The total number of options available under the SOP was 375,000. As of September 30, 2013, there were 93,750 outstanding options under this SOP. No additional options may be issued under the SOP because it is more than 10 years after its adoption. |
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Effective June 3, 2008, the Company's stockholders voted to approve the 2008 Stock Incentive Plan ("SIP"), initially with 625,000 shares of Common Stock available to be issued. At the Annual Stockholder meeting on September 22, 2011, the Company's stockholders voted to approve an increase to the shares of Common Stock issuable under the SIP by 125,000 to 750,000. Under the terms of the SIP, the Compensation Committee of the Company's Board has the discretion to select the persons to whom awards are to be granted and the number of shares of common stock to be covered by each grant. Awards can be incentive stock options, restricted stock and/or restricted stock units. The awards become vested at such times and under such conditions as determined by the Compensation Committee. As of September 30, 2013, there were 144,220 options exercised, 562,648 options outstanding and 43,132 options or shares still available to be issued under the SIP. |
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The weighted average estimated fair value, at their respective dates of grant, of stock options granted in the three- and nine-month periods ended September 30, 2013 and 2012 was $5.39 and $3.26 per share, respectively. The fair value of options at the date of grant was estimated using the Black-Scholes option pricing model. The expected volatility is based upon the historical volatility of our stock. The expected term is based on historical information. |
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The assumptions made in calculating the fair values of options granted during the periods indicated are as follows (no options issued in the three months ended September 30, 2013): |
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| For the three months ended | | For the nine months ended | | | | | | | | | | | | | | | | | | |
| 30-Sep-13 | | 30-Sep-12 | | 30-Sep-13 | | 30-Sep-12 | | | | | | | | | | | | | | | | | | |
Expected term (in years) | n/a | | 4 | | 3 | | 5-Apr | | | | | | | | | | | | | | | | | | |
Expected volatility | n/a | | 99.60 % - 99.90 % | | 93.80 % - 101.30 % | | 99.60 % - 115.77 % | | | | | | | | | | | | | | | | | | |
Expected dividend yield | n/a | | 0% | | 0% | | 0% | | | | | | | | | | | | | | | | | | |
Risk-free interest rate | n/a | | 0.33 % - 0.37 % | | 0.34 % - 0.40 % | | 0.33 % - 0.37 % | | | | | | | | | | | | | | | | | | |
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The Company's results for the three-month periods ended September 30, 2013 and 2012 include share-based compensation expense totaling $62,000 and $59,000, respectively. Such amounts have been included in the Condensed Consolidated Statements of Operations within cost of goods sold ($14,000 and $10,000, respectively), research and development ($22,000 and $8,000, respectively) and selling, general and administrative expenses ($26,000 and $41,000, respectively). The results for the nine-month periods ended September 30, 2013 and 2012 include share-based compensation expense totaling $284,000 and $236,000, respectively. Such amounts have been included in the Condensed Consolidated Statements of Operations within cost of goods sold ($70,000 and $30,000, respectively), research and development ($84,000 and $65,000, respectively) and selling, general and administrative expenses ($130,000 and $141,000, respectively). The income tax benefit has been recognized in the statement of operations for share-based compensation arrangements. |
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Stock option compensation expense for the three and nine-month periods ended September 30, 2013 and 2012 is based on the estimated fair value, at the date of issuance, of options outstanding, which is being amortized on a straight-line basis over the requisite service period for each vesting portion of the award, except for those that vested immediately and for which the estimated fair value was expensed immediately. |
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CHEMBIO DIAGNOSTICS, INC. AND SUBSIDIARY |
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
30-Sep-13 |
(UNAUDITED) |
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The following table provides stock option activity for the nine months ended September 30, 2013: |
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Stock Options | | Number of Shares | | Weighted Average Exercise Price per Share | | Weighted Average Remaining Contractual Term | | Aggregate Intrinsic Value | | | | | | | | | | | | | | |
Outstanding at December 31, 2012 | | | 731,646 | | $ | 2.23 | | 2.19 years | | $ | 3,460,686 | | | | | | | | | | | | | | |
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Granted | | | 51,360 | | | 5.39 | | | | | | | | | | | | | | | | | | | |
Exercised | | | (117,380 | ) | | 1.53 | | | | | | | | | | | | | | | | | | | |
Forfeited/expired/cancelled | | | (9,228 | ) | | 3.99 | | | | | | | | | | | | | | | | | | | |
Outstanding at September 30, 2013 | | | 656,398 | | $ | 2.57 | | 1.90 years | | $ | 705,000 | | | | | | | | | | | | | | |
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Exercisable at September 30, 2013 | | | 504,022 | | $ | 2.04 | | 1.41 years | | $ | 807,500 | | | | | | | | | | | | | | |
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As of September 30, 2013, there was $220,000 of net unrecognized compensation cost related to stock options that have not vested, which is expected to be recognized over a weighted average period of approximately 1.89 years. The total fair value of stock options vested during the nine-month periods ended September 30, 2013 and 2012 was approximately $39,000 and $245,000, respectively. |
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| f) | Geographic Information: | | | | | | | | | | | | | | | | | | | | | | | |
U.S. GAAP establishes standards for the manner in which business enterprises report information about operating segments in financial statements and requires that those enterprises report selected information. It also establishes standards for related disclosures about products and services, geographic areas, and major customers. |
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The Company produces only one group of similar products known collectively as "rapid medical tests". Management believes that it operates in a single business segment. Net product sales by geographic area are as follows: |
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CHEMBIO DIAGNOSTICS, INC. AND SUBSIDIARY |
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
30-Sep-13 |
(UNAUDITED) |
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| g) | Accounts Payable and Accrued Liabilities | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable and accrued liabilities consist of: |
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| | 30-Sep-13 | | | 31-Dec-12 | | | | | | | | | | | | | | | | | | |
Accounts payable – suppliers | | $ | 1,628,737 | | | $ | 1,686,431 | | | | | | | | | | | | | | | | | | |
Accrued commissions | | | 173,110 | | | | 238,150 | | | | | | | | | | | | | | | | | | |
Accrued royalties / license fees | | | 976,421 | | | | 583,923 | | | | | | | | | | | | | | | | | | |
Accrued payroll | | | 226,220 | | | | 262,439 | | | | | | | | | | | | | | | | | | |
Accrued vacation | | | 223,412 | | | | 181,636 | | | | | | | | | | | | | | | | | | |
Accrued bonuses | | | 422,225 | | | | 155,663 | | | | | | | | | | | | | | | | | | |
Accrued expenses – other | | | 284,911 | | | | 195,681 | | | | | | | | | | | | | | | | | | |
TOTAL | | $ | 3,935,036 | | | $ | 3,303,923 | | | | | | | | | | | | | | | | | | |
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NOTE 7 — COMMITMENTS, CONTINGENCIES, AND CONCENTRATIONS: |
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| a) | Economic Dependency: | | | | | | | | | | | | | | | | | | | | | | | |
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The following table discloses product sales the Company had to each customer that purchased in excess of 10% of the Company's net product sales for the periods indicated: |
| For the three months ended | | For the nine months ended | | Accounts Receivable as of |
| 30-Sep-13 | | 30-Sep-12 | | 30-Sep-13 | | 30-Sep-12 | | 30-Sep-13 | | 30-Sep-12 |
| Sales | | % of Sales | | Sales | | % of Sales | | Sales | | % of Sales | | Sales | | % of Sales | | | | |
Customer 1 | $ | 2,167,999 | | 24 | | $ | 1,187,124 | | 25 | | $ | 7,063,682 | | 35 | | $ | 5,780,030 | | 34 | | $ | 843,554 | | $ | 648,084 |
Customer 2 | | 1,887,166 | | 21 | | | 2,522,405 | | 53 | | | 3,756,262 | | 33 | | | 7,241,430 | | 44 | | | 715,310 | | | 1,326,098 |
Customer 3 | | 3,866,894 | | 43 | | | * | | * | | | 5,924,900 | | 18 | | | * | | * | | | 2,365,950 | | | * |
(*) Product sales did not exceed 10 % for the period indicated. |
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Note that sales include product sales only while accounts receivable reflects the total due from the customer, which includes freight. |
CHEMBIO DIAGNOSTICS, INC. AND SUBSIDIARY |
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
30-Sep-13 |
(UNAUDITED) |
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The following table discloses purchases the Company made from each vendor that sold to the Company in excess of 10% of the Company's total purchases for the periods indicated: |
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| For the three months ended | | For the nine months ended | | Accounts Payable as of |
| 30-Sep-13 | | 30-Sep-12 | | 30-Sep-13 | | 30-Sep-12 | | 30-Sep-13 | | 30-Sep-12 |
| Purchases | | % of Purc. | | Purchases | | % of Purc. | | Purchases | | % of Purc. | | Purchases | | % of Purc. | | | | |
Vendor 1 | $ | 299,648 | | 12 | | $ | 204,607 | | 15 | | $ | 675,765 | | 8 | | $ | 613,287 | | 14 | | $ | 95,170 | | $ | 89,710 |
Vendor 2 | | 275,539 | | 11 | | | 211,020 | | 16 | | | 840,923 | | 10 | | | 589,224 | | 13 | | | 57,555 | | | 60,073 |
(*) Purchases did not exceed 10% for the period indicated |
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The Company currently buys materials which are purchased under intellectual property rights agreements and are important components in its products. Management believes that other suppliers could provide similar materials on comparable terms. A change in suppliers, however, could cause a delay in manufacturing and a possible loss of sales, which could adversely affect operating results. |
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| b) | Governmental Regulation: | | | | | | | | | | | | | | | | | | | | | | | |
All of the Company's existing and proposed diagnostic products are regulated by the United States Food and Drug Administration, United States Department of Agriculture, certain U.S., state and local agencies, and/or comparable regulatory bodies in other countries. Most aspects of development, production, and marketing, including product testing, authorizations to market, labeling, promotion, manufacturing, and record keeping are subject to review. After marketing approval has been granted, Chembio must continue to comply with governmental regulations. Failure to comply with these regulations can result in significant penalties. |
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| c) | Employment Agreement: | | | | | | | | | | | | | | | | | | | | | | | |
The Company has employment contracts with three key employees. The contracts call for salaries presently aggregating $840,000 per year. The Klugewicz contract expires in May 2015, the Esfandiari contract expires in March 2016 and the Siebert employment contract expires in May 2014. In connection with the contract that expires in May 2015, the Company issued, in May 2013, 5,000 options to purchase common stock, with one-half vesting on each of the first and second anniversaries of the grant. In connection with the contract that expires in March 2016, the Company issued, in March 2013, 30,000 options to purchase common stock, with one-third vesting on each of the first, second and third anniversaries of the grant. |