Significant Accounting Policies | 2. Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company used significant estimates in accounting for assumptions and estimates associated with revenue recognition, including assumptions and estimates used in determining the timing and amount of revenue to recognize for those transactions with variable considerations, reserves for inventory obsolescence, fair value of stock-based compensation, and forecasted estimates and assumptions related to impairment analysis for long lived assets, intangibles, and goodwill and contingent considerations related to Pro Farm, assumptions and estimates associated with the fair value of warrants and in its going concern analysis. Concentrations of Credit Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, accounts receivable and debt. The Company deposits its cash and cash equivalents with high credit quality domestic financial institutions with locations in the U.S. and internationally. Such deposits may exceed federal or national deposit insurance limits. The Company believes the financial risks associated with these financial instruments are minimal. The Company’s customer base is dispersed across many different geographic areas, and currently most customers are pest management distributors in the U.S. Generally, receivables are due up to 120 The Company’s principal sources of revenues are its Regalia, Grandevo, Venerate and LumiBio Kelta product lines. These four product lines accounted for 78% and 85% of the Company’s total revenues for the three months ended September 30, 2020 and 2019, respectively. These four product lines accounted for 85% and 91% of the Company’s total revenues for the nine months ended September 30, 2020 and 2019, respectively. Revenues generated from international customers were 26% 11% 26% 8% Customers to which 10% or more of the Company’s total revenues are attributable for the three months ended September 30, 2020 and 2019 consist of the following: Schedule of Significant Customer's Revenues and Account Receivable Percentage CUSTOMER A B C D E Three months ended September 30, 2020 25% 14% 12% 10% 6% 2019 26% 10% 0% 0% 13% Customers to which 10% or more of the Company’s total revenues are attributable for the nine months ended September 30, 2020 and 2019 consist of the following: CUSTOMER A B C D Nine months ended September 30, 2020 15% 15% 15% 8% 2019 26% 10% 0% 12% Customers to which 10% or more of the Company’s outstanding accounts receivable are attributable as of either September 30, 2020 or December 31, 2019, which may or may not correspond with any of the customers above, consist of the following: CUSTOMER A B C D September 30, 2020 32% 13% 10% 10% December 31, 2019 44% 0% 5% 4% Concentrations of Supplier Dependence The active ingredient in the Company’s Regalia product line is derived from the giant knotweed plant, which the Company obtains from China. The Company currently relies on one supplier for this plant. Such single supplier acquires raw knotweed from numerous regional sources and performs an extraction process on this plant, creating a dried extract that is shipped to the Company’s manufacturing plant. The Company continues to rely on third parties to formulate Grandevo into spray-dried powders, for all of its production of Venerate, Majestene/Zelto, Stargus and Haven, and from time to time, third-party manufacturers for supplemental production capacity to meet excess seasonal demand and for packaging. The Company’s products have been produced in quantities, and on timelines, sufficient to meet commercial demand and for the Company to satisfy its delivery schedules. However, the Company’s dependence upon others for the production of a portion of its products, or for a portion of the manufacturing process, particularly for drying and for all of its production of Venerate, may adversely affect its ability to satisfy demand and meet delivery obligations, as well as to develop and commercialize new products, on a timely and competitive basis. The Company has not entered into any long-term manufacturing or supply agreements for any of its products, and it may need to enter into additional agreements for the commercial development, manufacturing and sale of its products. There can be no assurance that it can do so on favorable terms, if at all. Products produced by the Company’s Pro Farm subsidiary, including UBP and Foramin, are partially sourced by suppliers from a manufacturing plant in Russia, in which the Company owns a 12% Cash and Cash Equivalents The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts shown in the condensed consolidated statements of cash flows (in thousands): Schedule of Cash, Cash Equivalents and Restricted Cash SEPTEMBER 30, DECEMBER 31, Cash and cash equivalents $ 8,971 $ 6,252 Restricted cash 1,560 1,560 Total cash, cash equivalents and restricted cash $ 10,531 $ 7,812 Restricted Cash The Company’s restricted cash consists of cash that the Company is contractually obligated to maintain in accordance with the terms of its June 2014 Secured Promissory Note. See Note 6 for further discussion. Intangible Assets The Company evaluates intangible assets for impairment at least annually and more often whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. The Company’s intangible assets include customer relationships, patents, trademarks, and in process research and development acquired in 2019 in connection with its asset acquisition of the Jet-Ag and Jet-Oxide product lines and the Company’s acquisition of Pro Farm. The Company has assessed for impairment in contemplation of the COVID-19 pandemic and has not recorded an impairment of intangible assets as of September 30, 2020. Long-Lived Assets Impairment losses related to long-lived assets are recognized in the event the net carrying value of such assets is not recoverable and exceeds fair value. The Company evaluates the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset (asset group). If the carrying amount of a long-lived asset (asset group) is considered not recoverable, the impairment loss is measured as the amount by which the carrying value of the asset or asset group exceeds its estimated fair value. The Company has assessed for impairment in contemplation of the COVID-19 pandemic and has not recorded impairment of long-lived assets as of September 30, 2020. Goodwill Goodwill represents the excess of purchase price over the underlying net assets of businesses acquired. Goodwill is reviewed for impairment on an annual basis as of the first day of the Company’s fiscal fourth quarter or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may be impaired. The Company has assessed for impairment in contemplation of the COVID-19 pandemic and has not recorded impairment in goodwill as of September 30, 2020. The Company is currently in the process of completing its annual impairment assessment, which may or may not result in an impairment charge. Fair Value Accounting Standards Codification (“ASC”) 820, Fair Value Measurements (“ASC 820”), clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. ASC 820 requires that the valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 establishes a three-tier value hierarchy, which prioritizes inputs that may be used to measure fair value as follows: ● Level 1—Quoted prices in active markets for identical assets or liabilities. ● Level 2—Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3—Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. Deferred Revenue When the Company receives consideration, or such consideration is unconditionally due, from a customer prior to transferring control of goods or services to the customer under the terms of a sales contract, the Company records deferred revenue, which represents a contract liability. The Company recognizes deferred revenue as net sales after the Company has transferred control of the goods or services to the customer and all revenue recognition criteria are met. The Company’s deferred revenue is broken out as follows (in thousands): Schedule of Deferred Revenue SEPTEMBER 30, 2020 DECEMBER 31, 2019 Product revenues $ 330 $ 299 Financing costs 599 609 License revenues 1,300 1,505 Deferred revenue 2,229 2,413 Less current portion (541 ) (427 ) Deferred revenue, less current portion $ 1,688 $ 1,986 Research, Development and Patent Expenses Research and development expenses include payroll-related expenses, field trial costs, toxicology costs, regulatory costs, consulting costs and lab costs. Patent expenses include legal costs relating to the patents and patent filing costs. These costs are expensed to operations as incurred. For the three months ended September 30, 2020 and 2019, research and development expenses totaled $ 2,860 ,000 and $3,473 ,000, respectively, and patent expenses totaled $252,000 and $ 287,000 , respectively. For the nine months ended September 30, 2020 and 2019, research and development expenses totaled $ 7,816,000 and $ 9,490,000 , respectively, and patent expenses totaled $ 842,000 and $ 846,000 , respectively. The Company’s receipt of PPP funds did not have any impact on research, development and patent expenses for the three months ended September 30, 2020. The Company’s receipt of PPP funds for nine months ended September 30, 2020, reduced expenses for research, development and patent expenses by $ 702,000 . Shipping and Handling Costs Amounts billed for shipping and handling are included as a component of product revenues. Related costs for shipping and handling have been included as a component of cost of product revenues. Shipping and handling costs for the three months ended September 30, 2020 and 2019 were $ 435,000 281,000 1,153,000 998,000 Advertising The Company expenses advertising costs as incurred and has included these expenses as a component of selling, general and administrative costs. Advertising costs for the three months ended September 30, 2020 and 2019 were $ 186,000 173,000 476,000 548,000 Depreciation and Amortization The Company depreciates and amortizes its capitalized property, plant, and equipment and intangible assets over the useful life of each asset utilizing a straight-line method of expensing. All depreciation and amortization expenses are included in the “Selling, general, and administrative” caption in the condensed consolidated statement of operations. For the three months ended September 30, 2020 and 2019, the total amount of depreciation expense was $ 298,000 359,000 903,000 1,262,000 For the three months ended September 30, 2020 and 2019, the total amount of amortization expense was $ 587,000 165,000 1,763,000 165,000 Segment Information The Company is organized as a single One Net Loss Per Share Net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period. The calculation of basic and diluted net loss per share is the same for all periods presented as the effect of certain potential common stock equivalents, which consist of stock options and warrants to purchase common stock and restricted stock units, and contingent shares to be issued in the future are anti-dilutive due to the Company’s net loss position. Anti-dilutive common stock equivalents are excluded from diluted net loss per share. The following table sets forth the potential shares of common stock as of the end of each period presented that are not included in the calculation of diluted net loss per share because to do so would be anti-dilutive (in thousands): Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share SEPTEMBER 30, 2020 2019 Stock options outstanding 13,709 12,056 Warrants to purchase common stock 30,444 52,647 Restricted stock units outstanding 4,475 1,918 Common shares to be issued in lieu of agent fees 498 498 Employee stock purchase plan 59 65 Maximum contingent consideration shares to be issued 5,972 5,972 55,157 73,156 |