Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 29, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | TOMI Environmental Solutions, Inc. | ||
Entity Central Index Key | 0000314227 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | FL | ||
Entity File Number | 000-09908 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 16,811,513 | ||
Entity Public Float | $ 104,219,332 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | |
Current Assets: | |||
Cash and Cash Equivalents | [1] | $ 5,198,842 | $ 897,223 |
Accounts Receivable - net | [1] | 3,716,701 | 1,494,658 |
Other Receivables | [1] | 198,951 | 0 |
Inventories (Note 3) | [1] | 3,781,515 | 2,315,214 |
Vendor Deposits (Note 4) | [1] | 388,712 | 141,052 |
Prepaid Expenses | [1] | 421,305 | 187,664 |
Total Current Assets | [1] | 13,706,027 | 5,035,811 |
Property and Equipment - net (Note 5) | [1] | 1,298,103 | 1,367,864 |
Other Assets: | |||
Intangible Assets - net (Note 6) | [1] | 722,916 | 939,010 |
Operating Lease - Right of Use Asset (Note 7) | [1] | 631,527 | 674,471 |
Capitalized Software Development Costs (Note 8) | [1] | 52,377 | 94,278 |
Other Assets | [1] | 358,935 | 114,033 |
Total Other Assets | [1] | 1,765,755 | 1,821,792 |
Total Assets | [1] | 16,769,885 | 8,225,467 |
Current Liabilities: | |||
Accounts Payable | [1] | 1,501,469 | 713,222 |
Accrued Expenses and Other Current Liabilities (Note 14) | [1] | 501,849 | 450,112 |
Accrued Interest (Note 10) | [1] | 0 | 66,667 |
Customer Deposits | [1] | 118,880 | 0 |
Current Portion of Long-Term Operating Lease | [1] | 81,223 | 71,510 |
Convertible Notes Payable, net of discount of $0 at December 31, 2019 (Note 10) | [1] | 0 | 5,000,000 |
Total Current Liabilities | [1] | 2,203,421 | 6,301,511 |
Long-Term Liabilities: | |||
Loan Payable (Note 16) | [1] | 410,700 | 0 |
Long-Term Operating Lease, Net of Current Portion (Note 7) | [1] | 953,190 | 1,034,413 |
Total Long-Term Liabilities | [1] | 1,363,890 | 1,034,413 |
Total Liabilities | [1] | 3,567,311 | 7,335,924 |
Commitments and Contingencies | [1] | 0 | 0 |
Shareholders' Equity: | |||
Common stock; par value $0.01 per share, 250,000,000 shares authorized: 16,761,513 and 15,587,552 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively. | [1] | 167,615 | 155,875 |
Additional Paid-in Capital | [1] | 52,142,399 | 44,232,274 |
Accumulated Deficit | [1] | (39,108,078) | (43,499,244) |
Total Stockholders' Equity | [1] | 13,202,574 | 889,543 |
Total Liabilities and Stockholders' Equity | [1] | 16,769,885 | 8,225,467 |
Series A Preferred Stock | |||
Shareholders' Equity: | |||
Cumulative Convertible Preferred Stock | [1] | 638 | 638 |
Series B Preferred Stock | |||
Shareholders' Equity: | |||
Cumulative Convertible Preferred Stock | [1] | $ 0 | $ 0 |
[1] | Share amounts with respect to the common stock and Convertible Series A Preferred Stock have been retroactively restated to reflect the reverse split thereof, which was effected as of the close of business on September 10, 2020. Refer to Note 11 - Equity for further information. |
CONSOLIDATED BALANCE SHEET (Par
CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Convertible Notes Payable, current, discount | $ 0 | |
Shareholders' Equity: | ||
Common Stock; Par Value | $ 0.01 | $ 0.01 |
Common Stock; Shares Authorized | 250,000,000 | 250,000,000 |
Common Stock; Stock Issued | 16,761,513 | 15,587,552 |
Common Stock; Stock Outstanding | 16,761,513 | 15,587,552 |
Series A Preferred Stock | ||
Shareholders' Equity: | ||
Cumulative Convertible Preferred Stock, Par Value | $ 0.01 | $ 0.01 |
Cumulative Convertible Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Cumulative Convertible Preferred Stock, Shares Issued | 63,750 | 63,750 |
Cumulative Convertible Preferred Stock, Shares Outstanding | 63,750 | 63,750 |
Series B Preferred Stock | ||
Shareholders' Equity: | ||
Cumulative Convertible Preferred Stock, Par Value | $ 1,000 | $ 1,000 |
Cumulative Convertible Preferred Stock, Shares Authorized | 4,000 | 4,000 |
Cumulative Convertible Preferred Stock, Shares Issued | 0 | 0 |
Cumulative Convertible Preferred Stock, Shares Outstanding | 0 | 0 |
Cumulative Convertible Preferred Stock, Dividend Percentage | 7.50% | 7.50% |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Income Statement [Abstract] | |||
Sales, net | [1] | $ 25,027,637 | $ 6,347,160 |
Cost of Sales | [1] | 9,985,046 | 2,433,243 |
Gross Profit | [1] | 15,042,591 | 3,913,917 |
Operating Expenses: | |||
Professional Fees | [1] | 681,377 | 363,789 |
Depreciation and Amortization | [1] | 719,760 | 716,165 |
Selling Expenses | [1] | 1,247,444 | 1,654,564 |
Research and Development | [1] | 455,046 | 340,582 |
Equity Compensation Expense (Note 11) | [1] | 3,130,986 | 114,222 |
Consulting fees | [1] | 327,232 | 126,693 |
General and Administrative | [1] | 3,971,956 | 2,681,146 |
Total Operating Expenses | [1] | 10,533,802 | 5,997,161 |
Income (Loss) from Operations | [1] | 4,508,789 | (2,083,244) |
Other Income (Expense): | |||
Amortization of Debt Discounts | [1] | 0 | (17,534) |
Interest Income | [1] | 2,915 | 3,045 |
Interest expense | [1] | (43,538) | (200,000) |
Total Other Income (Expense) | [1] | (40,623) | (214,489) |
Income (Loss) Before Income Taxes | [1] | 4,468,166 | (2,297,733) |
Provision for Income Taxes (Note 17) | [1] | 77,000 | 0 |
Net Income (Loss) | [1] | $ 4,391,166 | $ (2,297,733) |
Net Income (Loss) Per Common Share: | |||
Basic | [1] | $ 0.27 | $ (0.15) |
Diluted | [1] | $ 0.23 | $ (0.15) |
Basic Weighted Average Common Shares Outstanding | [1] | 16,512,126 | 15,586,258 |
Diluted Weighted Average Common Shares Outstanding | [1] | 18,757,509 | 15,586,258 |
[1] | Share amounts with respect to the common stock and Convertible Series A Preferred Stock have been retroactively restated to reflect the reverse split thereof, which was effected as of the close of business on September 10, 2020. Refer to Note 11 - Equity for further information. |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY - USD ($) | Series A Preferred | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total | |
Beginning Balance, Shares at Dec. 31, 2018 | [1] | 63,750 | 15,536,302 | |||
Beginning Balance, Amount at Dec. 31, 2018 | [1] | $ 638 | $ 155,363 | $ 44,040,708 | $ (41,201,511) | $ 2,995,198 |
Equity Compensation | [1] | 146,878 | 146,878 | |||
Common Stock Issued for Services Provided, Shares | [1] | 51,250 | ||||
Common Stock Issued for Services Provided, Amount | [1] | $ 513 | 44,688 | 45,200 | ||
Conversion of Notes Payable into Common Stock, Amount | [1] | 0 | ||||
Net Income (Loss) | [1] | (2,297,733) | (2,297,733) | |||
Ending Balance, Shares at Dec. 31, 2019 | [1] | 63,750 | 15,587,552 | |||
Ending Balance, Amount at Dec. 31, 2019 | [1] | $ 638 | $ 155,876 | 44,232,274 | (43,499,243) | 889,543 |
Equity Compensation | [1] | 3,158,175 | 3,158,175 | |||
Common Stock Issued for Services Provided, Shares | [1] | 50,500 | ||||
Common Stock Issued for Services Provided, Amount | [1] | $ 505 | 49,685 | 50,190 | ||
Conversion of Notes Payable into Common Stock, Shares | [1] | 1,041,667 | ||||
Conversion of Notes Payable into Common Stock, Amount | [1] | $ 10,417 | 4,489,584 | 4,500,000 | ||
Warrants and Options Exercised, Shares | [1] | 79,296 | ||||
Warrants and Options Exercised, Amount | [1] | $ 793 | 212,707 | 213,500 | ||
Other, Shares | [1] | 2,499 | ||||
Other, Amount | [1] | $ 25 | (25) | 0 | ||
Net Income (Loss) | [1] | 4,391,166 | 4,391,166 | |||
Ending Balance, Shares at Dec. 31, 2020 | [1] | 63,750 | 16,761,514 | |||
Ending Balance, Amount at Dec. 31, 2020 | [1] | $ 638 | $ 167,614 | $ 52,142,400 | $ (39,108,078) | $ 13,202,574 |
[1] | Share amounts with respect to the common stock and Convertible Series A Preferred Stock have been retroactively restated to reflect the reverse split thereof, which was effected as of the close of business on September 10, 2020. Refer to Note 11 - Equity for further information. |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Cash Flow From Operating Activities: | |||
Net Income (Loss) | [1] | $ 4,391,166 | $ (2,297,733) |
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by (Used) In Operating Activities: | |||
Depreciation and Amortization | [1] | 719,760 | 716,165 |
Amortization of Right of Use Asset | [1] | 157,315 | 157,315 |
Amortization of Debt Discount | [1] | 0 | 17,534 |
Amortization of Software Costs | [1] | 41,900 | 31,426 |
Equity Based Compensation | [1] | 3,130,986 | 114,222 |
Value of Equity Issued for Services | [1] | 50,190 | 45,200 |
Reserve for Bad Debts | [1] | 280,000 | (190,000) |
Inventory Reserve | [1] | (100,000) | 0 |
Decrease (Increase) in: | |||
Accounts Receivable | [1] | (2,502,043) | 840,964 |
Inventory | [1] | (1,388,986) | 348,226 |
Prepaid Expenses | [1] | (233,642) | 78,269 |
Vendor Deposits | [1] | (247,660) | (31,611) |
Other Receivables | [1] | (198,951) | 0 |
Other Assets | [1] | (294,659) | (154,330) |
Increase (Decrease) in: | |||
Accounts Payable | [1] | 788,247 | (420,427) |
Accrued Expenses | [1] | 78,926 | 67,569 |
Accrued Interest | [1] | (66,667) | 0 |
Accrued Officer Compensation | [1] | 0 | (70,000) |
Customer Deposits | [1] | 118,880 | (1,486) |
Lease Liability | [1] | (146,688) | (65,753) |
Net Cash Provided (Used) in Operating Activities | [1] | 4,578,076 | (814,451) |
Cash Flow From Investing Activities: | |||
Capitalized Software Costs | [1] | 0 | (125,704) |
Capitalized Patent Costs | [1] | (111,386) | (21,980) |
Purchase of Property and Equipment | [1] | (289,270) | (145,580) |
Net Cash (Used) in Investing Activities | [1] | (400,655) | (293,264) |
Cash Flow From Financing Activities: | |||
Proceeds from Exercise of Warrants and Options | [1] | 213,500 | 0 |
Proceeds from Loan Payable | [1] | 410,700 | 0 |
Repayment of Principal Balance on Convertible Note | [1] | (500,000) | 0 |
Net Cash Provided By Financing Activities | [1] | 124,200 | 0 |
Increase (Decrease) In Cash and Cash Equivalents | [1] | 4,301,620 | (1,107,715) |
Cash and Cash Equivalents - Beginning | [1] | 897,223 | 2,004,938 |
Cash and Cash Equivalents - Ending | [1] | 5,198,842 | 897,223 |
Supplemental Cash Flow Information: | |||
Cash Paid For Interest | [1] | 107,356 | 200,000 |
Cash Paid For Income Taxes | [1] | 800 | 800 |
Non-Cash Investing and Finance Activities: | |||
Accrued Equity Compensation | [1] | 27,189 | 32,656 |
Conversion of Note Payable into Common Stock | [1] | 4,500,000 | 0 |
Equipment, net Transferred to and from Inventory | [1] | 22,685 | 18,574 |
Patent and trademark costs reclassified from Other Assets | [1] | $ 49,758 | $ 51,692 |
[1] | Share amounts with respect to the common stock and Convertible Series A Preferred Stock have been retroactively restated to reflect the reverse split thereof, which was effected as of the close of business on September 10, 2020. Refer to Note 11 - Equity for further information. |
1. DESCRIPTION OF BUSINESS
1. DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | TOMI Environmental Solutions, Inc., a Florida corporation (“TOMI”, the “Company”, “we”, “our” and “us”) is a global provider of disinfection and decontamination essentials through our premier Binary Ionization Technology® (BIT™) platform, under which we manufacture, license, service and sell our SteraMist® brand of products, including SteraMist® BIT™, a hydrogen peroxide-based mist and fog. Our business is organized into five divisions: Healthcare, Life Sciences, TOMI Service Network, Food Safety and Commercial. Invented under a defense grant in association with the Defense Advanced Research Projects Agency (DARPA) of the U.S. Department of Defense, BIT™ is registered with the U.S. Environmental Protection Agency (EPA) and uses a low percentage hydrogen peroxide as its only active ingredient to produce a fog composed mostly of a hydroxyl radical ( . Our products are designed to service a broad spectrum of commercial structures, including, but not limited to, hospitals and medical facilities, bio-safety labs, pharmaceutical facilities, meat and produce processing facilities, universities and research facilities, vivarium labs, all service industries including cruise ships, office buildings, hotel and motel rooms, schools, restaurants, military barracks, police and fire departments, prisons, and athletic facilities. Our products are also used in single-family homes and multi-unit residences. Additionally, our products have been listed on the EPA’s List N as products that help combat COVID-19 and are actively being used for this purpose. |
2. SUMMARY OF SIGNIFICANT ACCOU
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Principles of Consolidation The accompanying consolidated financial statements include the accounts of TOMI and its wholly owned subsidiary, TOMI Environmental Solutions, Inc., a Nevada corporation. All significant intercompany accounts and transactions have been eliminated in consolidation. Reclassification of Accounts Certain reclassifications have been made to prior-year comparative financial statements to conform to the current year presentation. These reclassifications had no effect on previously reported results of operations or financial position. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the accompanying consolidated financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, we evaluate our estimates, including those related to accounts receivable, inventory, fair values of financial instruments, intangible assets, useful lives of intangible assets and property and equipment, fair values of stock-based awards, income taxes, and contingent liabilities, among others. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of our assets and liabilities. Fair Value Measurements The authoritative guidance for fair value measurements defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or the most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact. The guidance describes a fair value hierarchy based on the levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the value of the assets or liabilities. Our financial instruments include cash and cash equivalents, accounts receivable, accounts payable and accrued expenses. All these items were determined to be Level 1 fair value measurements. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximated fair value because of the short maturity of these instruments. Cash and Cash Equivalents For purposes of the statement of cash flows, cash and cash equivalents includes cash on hand, held at financial institutions and other liquid investments with original maturities of three months or less. At times, these deposits may be in excess of insured limits. Accounts Receivable Our accounts receivable are typically from credit worthy customers or, for certain international customers, are supported by pre-payments. For those customers to whom we extend credit, we perform periodic evaluations of their status and maintain allowances for potential credit losses as deemed necessary. We have a policy of reserving for doubtful accounts based on our best estimate of the amount of potential credit losses in existing accounts receivable. We periodically review our accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are charged to the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Bad debt expense for the years ended December 31, 2020 and 2019 was $332,027 and $32,721, respectively. At December 31, 2020 and December 31, 2019, the allowance for doubtful accounts was $390,000 and $110,000, respectively. Inventories Inventories are valued at the lower of cost or market using the first-in, first-out (FIFO) method. Inventories consist primarily of finished goods. We expense costs to maintain certification to cost of goods sold as incurred. We review inventory on an ongoing basis, considering factors such as deterioration and obsolescence. We record an allowance for estimated losses when the facts and circumstances indicate that particular inventories may not be usable. Our reserve for obsolete inventory was $0 and $100,000 as of December 31, 2020 and December 31, 2019, respectively. Property and Equipment We account for property and equipment at cost less accumulated depreciation. We compute depreciation using the straight-line method over the estimated useful lives of the assets, generally three to five years. Depreciation for equipment, furniture and fixtures and vehicles commences once placed in service for its intended use. Leasehold improvements are amortized using the straight-line method over the lives of the respective leases or service lives of the improvements, whichever is shorter. Leases In February 2016, the FASB issued ASU No. 2016-02 (ASC 842), Leases Codification Improvements to Topic 842, Leases Targeted Improvements Narrow-Scope Improvements for Lessors Codification Improvements Operating lease assets are included within operating lease right-of-use assets, and the corresponding operating lease liabilities are recorded as current portion of long-term operating lease, and within long-term liabilities as long-term operating lease, net of current portion on our consolidated balance sheet as of December 31, 2020 and December 31, 2019. We have elected not to present short-term leases on the consolidated balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of our leases do not provide an implicit rate of return, we used our incremental borrowing rate based on the information available at adoption date in determining the present value of lease payments. Capitalized Software Development Costs In accordance with ASC 985-20 regarding the development of software to be sold, leased, or marketed, we expense such costs as they are incurred until technological feasibility has been established, at and after which time those costs are capitalized until the product is available for general release to customers. The periodic expense for the amortization of capitalized software development costs will be included in cost of sales. The periodic expense for the amortization of capitalized software development costs will be included in cost of sales. Amortization expense for the years ended December 31, 2020 and 2019, was $41,900 was $31,426, respectively. Accounts Payable As of December 31, 2020, two vendors accounted for approximately 32% of accounts payable. As of December 31, 2019, one vendor accounted for approximately 40% of accounts payable. For the year ended December 31, 2020, two vendors accounted for 76% of cost of sales. For the year ended December 31, 2019, one vendor accounted for 72% of cost of sales. Accrued Warranties Accrued warranties represent the estimated costs, if any, that will be incurred during the warranty period of our products. We estimate the expected costs to be incurred during the warranty period and record the expense to the consolidated statement of operations at the date of sale. Our manufacturers assume the warranty against product defects from date of sale, which we extend to our customers upon sale of the product. We assume responsibility for product reliability and results. As of December 31, 2020, and December 31, 2019, our warranty reserve was $68,000 and $30,000, respectively (See Note 15). Income Taxes Deferred income tax assets and liabilities are determined based on differences between the financial statement reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws in effect when the differences are expected to reverse. The measurement of deferred income tax assets is reduced, if necessary, by a valuation allowance for any tax benefits that are, on a more likely than not basis, not expected to be realized in accordance with Accounting Standards Codification (ASC) guidance for income taxes. Net deferred tax benefits have been fully reserved at December 31, 2020 and December 31, 2019. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted. Net Income (Loss) Per Share Basic net income or (loss) per share is computed by dividing our net income or (loss) by the weighted average number of shares of common stock outstanding during the period presented. Diluted income or (loss) per share is based on the treasury stock method and includes the effect from potential issuance of shares of common stock, such as shares issuable pursuant to the exercise of options and warrants and conversions of preferred stock or debentures. Potentially dilutive securities as of December 31, 2020 consisted of 2,049,133 shares of common stock issuable upon exercise of outstanding warrants, 132,500 shares of common stock issuable upon outstanding options and 63,750 shares of common stock issuable upon conversion of outstanding shares of Preferred A stock (“Convertible Series A Preferred Stock”). Potentially dilutive securities as of December 31, 2019 consisted of 1,157,406 shares of common stock from convertible debentures, 2,155,065 shares of common stock issuable upon exercise of outstanding warrants, 77,500 shares of common stock issuable upon outstanding options and 63,750 shares of common stock issuable upon conversion of outstanding shares of Preferred A stock (“Convertible Series A Preferred Stock”). Diluted and basic weighted average shares are the same, as potentially dilutive shares are anti-dilutive. Diluted net income or (loss) per share is computed similarly to basic net income or (loss) per share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential shares of common stock had been issued and if such additional shares were dilutive. Options, warrants, preferred stock and shares associated with the conversion of debt to purchase approximately 2.2 million and 3.5 million shares of common stock were outstanding at December 31, 2020 and 2019, respectively, but were excluded from the computation of diluted net loss per share at December 31, 2019 due to the anti-dilutive effect on net loss per share. For the Years Ended December 31, 2020 2019 Net Income (Loss) $ 4,391,166 $ (2,297,733 ) Adjustments for convertible debt - as converted Interest on convertible debt 40,689 200,000 Amortization of debt discount on convertible debt - 17,534 Net income (loss) attributable to common shareholders $ 4,431,855 $ (2,080,199 ) Weighted average number of shares of common stock outstanding: Basic 16,512,126 15,586,258 Diluted 18,757,509 15,586,258 Net income (loss) attributable to common shareholders per share: Basic $ 0.27 $ (0.13 ) Diluted $ 0.24 $ (0.13 ) The following provides a reconciliation of the shares used in calculating the per share amounts for the periods presented: For the Years Ended December 31, 2020 2019 Numerator: Net Income (Loss) $ 4,391,166 $ (2,297,733 ) Denominator: Basic weighted-average shares 16,512,126 15, 586,258 Effect of dilutive securities Warrants 2,049,133 - Convertible Debt - - Options 132,500 - Preferred Stock 63,750 - Diluted Weighted Average Shares 18,757,509 15, 586,258 Net Income (Loss) Per Common Share: Basic $ 0.27 $ (0.15 ) Diluted $ 0.23 $ (0.15 ) Note: Warrants, options and preferred stock for the years ended December 31, 2019 are not included in the computation of diluted weighted average shares as such inclusion would be anti-dilutive. Income (loss) from Operations Data: Income (Loss) from Operations $ 4,508,789 $ (2,083,244 ) Basic and Diluted Weighted Average Shares Basic 16,512,126 15, 586,258 Diluted 18,757,509 15, 586,258 Basic and Diluted Income (loss) Per Common Share Basic $ 0.27 $ (0.13 ) Diluted $ 0.24 $ (0.13 ) Revenue Recognition We recognize revenue in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606). We recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) we satisfy the performance obligation(s). At contract inception, we assess the goods or services promised within each contract, assess whether each promised good or service is distinct and identify those that are performance obligations. We must use judgment to determine: a) the number of performance obligations based on the determination under step (ii) above and whether those performance obligations are distinct from other performance obligations in the contract; b) the transaction price under step (iii) above; and c) the stand-alone selling price for each performance obligation identified in the contract for the allocation of transaction price in step (iv) above. Title and risk of loss generally pass to our customers upon shipment. Our Customers include end users as well as dealers and distributors who market and sell our products. Our revenue is not contingent upon resale by the dealer or distributor, and we have no further obligations related to bringing about resale. Shipping and handling costs charged to customers are included in Product Revenues. The associated expenses are treated as fulfillment costs and are included in Cost of Revenues. Revenues are reported net of sales taxes collected from Customers. Disaggregation of Revenue The following table presents our revenues disaggregated by revenue source. Product and Service Revenue For the Years Ended December 31, 2020 2019 SteraMist Product $ 22,971,000 $ 4,999,000 Service and Training 2,057,000 1,348,000 Total $ 25,028,000 $ 6,347,000 Revenue by Geographic Region For the Years Ended December 31, 2020 2019 United States $ 18,367,000 $ 5,002,000 International 6,661,000 1,345,000 Total $ 25,028,000 $ 6,347,000 Product revenue includes sales from our standard and customized equipment, solution and accessories sold with our equipment. Revenue is recognized upon transfer of control of promised products to customers in an amount that reflects the consideration we expect to receive in exchange for those products. Service and training revenue include sales from our high-level decontamination and service engagements, validation of our equipment and technology and customer training. Service revenue is recognized as the agreed upon services are rendered to our customers in an amount that reflects the consideration we expect to receive in exchange for those services. Costs to Obtain a Contract with a Customer We apply a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling expenses. Contract Balances As of December 31, 2020, and December 31, 2019 we did not have any unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. Arrangements with Multiple Performance Obligations Our contracts with customers may include multiple performance obligations. We enter into contracts that can include various combinations of products and services, which are primarily distinct and accounted for as separate performance obligations. Significant Judgments Our contracts with customers for products and services often dictate the terms and conditions of when the control of the promised products or services is transferred to the customer and the amount of consideration to be received in exchange for the products and services. Equity Compensation Expense We account for equity compensation expense in accordance with FASB ASC 718, “Compensation—Stock Compensation.” Under the provisions of FASB ASC 718, equity compensation expense is estimated at the grant date based on the award’s fair value. On July 7, 2017, our shareholders approved the 2016 Equity Incentive Plan, or the 2016 Plan. The 2016 Plan authorizes the grant of stock options, stock appreciation rights, restricted stock, restricted stock units and performance units/shares. Up to 2,000,000 shares of common stock are authorized for issuance under the 2016 Plan. Shares issued under the 2016 Plan may be either authorized but unissued shares, treasury shares, or any combination thereof. Provisions in the 2016 Plan permit the reuse or reissuance by the 2016 Plan of shares of common stock for numerous reasons, including, but not limited to, shares of common stock underlying canceled, expired, or forfeited awards of stock-based compensation and stock appreciation rights paid out in the form of cash. Equity compensation expense will typically be awarded in consideration for the future performance of services to us. All recipients of awards under the 2016 Plan are required to enter into award agreements with us at the time of the award; awards under the 2016 Plan are expressly conditioned upon such agreements. For the year ended December 31, 2020 and 2019, we issued 50,000 and 50,000 shares of common stock, respectively, out of the 2016 Plan. Concentrations of Credit Risk Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents. We maintain cash balances at financial institutions which exceed the current Federal Deposit Insurance Corporation limit of $250,000 at times during the year. Long-Lived Assets Including Acquired Intangible Assets We assess long-lived assets for potential impairments at the end of each year, or during the year if an event or other circumstance indicates that we may not be able to recover the carrying amount of the asset. In evaluating long-lived assets for impairment, we measure recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If our long-lived assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value. We base the calculations of the estimated fair value of our long-lived assets on the income approach. For the income approach, we use an internally developed discounted cash flow model that includes, among others, the following assumptions: projections of revenues and expenses and related cash flows based on assumed long-term growth rates and demand trends; expected future investments to grow new units; and estimated discount rates. We base these assumptions on our historical data and experience, industry projections, micro and macro general economic condition projections, and our expectations. We had no long-lived asset impairment charges for the years ended December 31, 2020 and 2019. Advertising and Promotional Expenses We expense advertising costs in the period in which they are incurred. Advertising and promotional expenses included in selling expenses for the years ended December 31, 2020 and 2019 were approximately $276,000 and $144,000, respectively. Research and Development Expenses We expense research and development expenses in the period in which they are incurred. For the years ended December 31, 2020 and 2019, research and development expenses were approximately $455,000 and $341,000, respectively. Business Segments We currently have one reportable business segment due to the fact that we derive our revenue primarily from one product. A breakdown of revenue is presented in “Revenue Recognition” in Note 2 above. Recent Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-15, “Intangibles-Goodwill and Other-Internal-Use Software (Topic 350): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract.” This new guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This new guidance is effective on a prospective or retrospective basis beginning on January 1, 2020, with early adoption permitted. We elected to adopt this guidance early, in 2020 on a prospective basis. The new guidance did not have a material impact on our Consolidated Financial Statements. |
3. INVENTORIES
3. INVENTORIES | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | Inventories consist of the following at: December 31, 2020 December 31, 2019 Finished goods $ 3,404,025 $ 2,364,786 Raw Materials 377,490 50,428 Inventory Reserve - (100,000 ) $ 3,781,515 $ 2,315,214 |
4. VENDOR DEPOSITS
4. VENDOR DEPOSITS | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
VENDOR DEPOSITS | On December 31, 2020 and December 31, 2019, we maintained vendor deposits of $388,712 and $141,052, respectively, for open purchase orders for inventory. |
5. PROPERTY AND EQUIPMENT
5. PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | Property and equipment consist of the following at: December 31, 2020 December 31, 2019 Furniture and fixtures $ 357,236 $ 357,236 Equipment 1,580,743 1,355,014 Vehicles 60,703 60,703 Computer and software 203,704 166,598 Leasehold improvements 386,120 362,898 Tenant Improvement Allowance 405,000 405,000 2,993,507 2,707,449 Less: Accumulated depreciation 1,695,404 1,339,585 $ 1,298,103 $ 1,367,864 For the years ended December 31, 2020 and 2019, depreciation was $342,523 and $345,687, respectively. For the years ended December 31, 2020 and 2019, amortization of tenant improvement allowance was $39,194 and was recorded as lease expense and included within general and administrative expense on the consolidated statement of operations. |
6. INTANGIBLE ASSETS
6. INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | Intangible assets consist of patents and trademarks related to our Binary Ionization Technology. We amortize the patents over the estimated remaining lives of the related patents. The trademarks have an indefinite life. Amortization expense was $377,237 and $370,478 for the years ended December 31, 2020 and 2019, respectively. Definite life intangible assets consist of the following: December 31, 2020 December 31, 2019 Intellectual Property and Patents $ 3,000,012 $ 2,906,507 Less: Accumulated Amortization 2,856,991 2,479,754 Intangible Assets, net $ 143,021 $ 426,753 Indefinite life intangible assets consist of the following: Trademarks 579,895 512,257 Total Intangible Assets, net $ 722,916 $ 939,010 Approximate future amortization is as follows: Year Ended: Amount December 31, 2021 $ 10,000 December 31, 2022 10,000 December 31, 2023 10,000 December 31, 2024 10,000 December 31, 2025 10,000 Thereafter $ 93,000 $ 143,000 |
7. LEASES
7. LEASES | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
LEASES | In April 2018, we entered into a 10-year lease agreement for a new 9,000-square-foot facility that contains office, warehouse, lab and research and development space in Frederick, Maryland. The lease agreement was scheduled to commence on December 1, 2018 or when the property was ready for occupancy. The agreement provided for annual rent of $143,460, an escalation clause that increases the rent 3% year over year, a landlord tenant improvement allowance of $405,000 and additional landlord work as discussed in the lease agreement. We took occupancy of the property on December 17, 2018 and the lease was amended in March 2019 to provide for a 4-month rent holiday and a commencement date of April 1, 2019. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. The balances for our operating lease where we are the lessee are presented as follows within our consolidated balance sheet: Operating leases: December 31, 2020 December 31, 2019 Assets: Operating lease right-of-use asset $ 631,527 $ 674,471 Liabilities: Current Portion of Long-Term Operating Lease $ 81,223 $ 71,510 Long-Term Operating Lease, Net of Current Portion 953,190 1,034,413 $ 1,034,413 $ 1,105,923 The components of lease expense are as follows within our consolidated statement of operations: For the Year Ended December 31, 2020 For the Year Ended December 31, 2019 Operating lease expense $ 157,315 $ 157,315 Other information related to leases where we are the lessee is as follows: December 31, 2020 December 31, 2019 Weighted-average remaining lease term: Operating leases 8.25 years 9.25 years Discount rate: Operating leases 7.00% 7.00% Supplemental cash flow information related to leases where we are the lessee is as follows: For the Year Ended December 31, 2020 For the Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: $ 146,688 $ 65,753 As of December 31, 2020, the maturities of our operating lease liability are as follows: Year Ended: Operating Lease December 31, 2021 $ 151,088 December 31, 2022 155,621 December 31, 2023 160,290 December 31, 2024 165,098 December 31, 2025 170,051 Thereafter 575,131 Total minimum lease payments 1,377,280 Less: Interest 342,867 Present value of lease obligations 1,034,413 Less: Current portion 81,223 Long-term portion of lease obligations $ 953,190 |
8. CAPITALIZED SOFTWARE DEVELOP
8. CAPITALIZED SOFTWARE DEVELOPMENT COSTS | 12 Months Ended |
Dec. 31, 2020 | |
Research and Development [Abstract] | |
CAPITALIZED SOFTWARE DEVELOPMENT COSTS | In accordance with ASC 985-20 we capitalized certain software development costs associated with updating our continuing line of product offerings. Capitalized software development costs consist of the following at: December 31, 2020 December 31, 2019 Capitalized Software Development Costs $ 125,704 $ 125,704 Less: Accumulated Amortization (73,327 ) (31,426 ) $ 52,377 $ 94,278 Amortization expense for the years ended December 31, 2020 and 2019 was $41,900 and $31,426, respectively. |
9. CLOUD COMPUTING SERVICE CONT
9. CLOUD COMPUTING SERVICE CONTRACT | 12 Months Ended |
Dec. 31, 2020 | |
Cloud Computing Service Contract | |
CLOUD COMPUTING SERVICE CONTRACT | In May 2020 we entered into a cloud computing service contract. The contract provides for annual payments in the amount of $30,409 and has a term of 5 years. The annual contract payments are capitalized as a prepaid expense and amortized over a twelve-month period. Amortization expense for the year ended December 31, 2020 was $17,745. We have incurred implementation costs of $68,330 in connection with the cloud computing service contract which have been capitalized in prepaid expenses as of December 31, 2020. In accordance with such implementation costs will be amortized once the cloud-based service contract is placed in service. |
10. CONVERTIBLE DEBT
10. CONVERTIBLE DEBT | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBT | In March and May 2017, we closed a private placement transaction in which we issued to certain accredited investors unregistered senior callable convertible promissory notes, or the Notes, and three-year warrants to purchase an aggregate of 125,000 shares of common stock at an exercise price of $5.52 per share in exchange for aggregate gross proceeds of $6,000,000. The Notes bear interest at a rate of 4% per annum. $5,300,000 in principal was originally scheduled to mature on August 31, 2018 and $700,000 in principal was originally scheduled to mature on November 8, 2018, unless earlier redeemed, repurchased or converted. The Notes are convertible at the option of the holder into common stock at a conversion price of $4.32 per share. Subsequent to September 1, 2017, we may redeem the Notes that are scheduled to mature on August 31, 2018 at any time prior to maturity at a price equal to 100% of the outstanding principal amount of the Notes to be redeemed, plus accrued and unpaid interest as of the redemption date. Prior to November 8, 2018, we may redeem the Notes that are scheduled to mature on such date at any time prior to maturity at a price equal to 100% of the outstanding principal amount of the Notes to be redeemed, plus accrued and unpaid interest as of the redemption date. Interest on the Notes is payable semi-annually in cash on February 28 and August 31 of each year, beginning on August 31, 2017. Interest expense related to the Notes for the years ended December 31, 2020 and 2019 was $40,689 and $200,000, respectively. The warrants were valued at $62,559 using the Black-Scholes pricing model with the following assumptions: expected volatility: 104.06% –111.54%; expected dividend: $0; expected term: 3 years; and risk-free rate: 1.49%–1.59%. We recorded the warrants’ relative fair value of $61,904 as an increase to additional paid-in capital and a discount against the related Notes. The debt discount was amortized over the life of the Notes using the effective interest method. Amortization expense for the years ended December 31, 2020 and 2019, was $0 and $17,534, respectively. In February and March 2018, we extended the maturity date of the Notes— we extended the maturity date to April 1, 2019 for $5,300,000 of principal on the Notes and to June 8, 2019 for the remaining $700,000 Note. No additional consideration was paid or accrued by us. The stated rate of the Notes was unchanged, and the estimated fair value of the new debt approximates its carrying amount (principal plus accrued interest at the date of the modification). We determined that the modification of these Notes is not a substantial modification in accordance with ASC 470-50, “Modifications and Extinguishments.” In May 2018, we offered a noteholder the option to convert its Note at a reduced conversion price of $3.68. Pursuant to the terms of the conversion offer, an aggregate of $700,000 of principal and $5,212 of accrued interest outstanding under the Note were converted into 234,745 shares of common stock. We recognized an induced conversion cost of $57,201 related to the conversion. In December 2018, a noteholder redeemed a note with a principal balance of $300,000 in exchange for $150,000 in cash. On March 30, 2019, the two remaining noteholders agreed to extend the maturity dates of their notes totaling $5,000,000 to April 3, 2020. As part of the extensions, we agreed that if we do not make payment on or before the new maturity dates, after five (5) days written notice, the holders will have the right, but not the obligation, to convert the notes into our common shares at a conversion price of $0.88 per share or a total of 5,681,818 shares. All other provisions of the notes remain unchanged. We determined that the modification of these Notes is not a substantial modification in accordance with ASC 470-50, “Modifications and Extinguishments.” In March 2020, convertible notes with a principal balance of $4,500,000 were converted into 1,041,667 shares of our common stock at a conversion price of $4.32 per share and the remaining outstanding balance of $500,000 was repaid in the form of cash. With respect to the 125,000 warrants issued as part of the convertible note transaction, 100,000 warrants expired in March 2020. In March 2020, 10,417, warrants were exercised, and 14,583 warrants expired in May 2020. Convertible notes consist of the following at: December 31, 2020 December 31, 2019 Convertible notes $ - $ 5,000,000 Initial discount - (53,873 ) Accumulated amortization - 53,873 Convertible notes, net $ - $ 5,000,000 |
11. SHAREHOLDERS' EQUITY
11. SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2020 | |
Shareholders' Equity: | |
SHAREHOLDERS' EQUITY | Our Board of Directors (the “Board”) may, without further action by our shareholders, from time to time, direct the issuance of any authorized but unissued or unreserved shares of preferred stock in series and at the time of issuance, determine the rights, preferences and limitations of each series. The holders of such preferred stock may be entitled to receive a preference payment in the event of any liquidation, dissolution or winding-up by us before any payment is made to the holders of our common stock. Furthermore, the Board could issue preferred stock with voting and other rights that could adversely affect the voting power of the holders of our common stock. Reverse Stock Split On September 9, 2020, the Board approved a reverse stock split of our common stock and our Convertible Series A Preferred Stock, in each case, at a ratio of 1-for-8 and without any change to the respective par value thereof (the “Reverse Stock Split”), and, on September 10, 2020, we filed an Articles of Amendment to our Articles of Incorporation with the Department of State of the State of Florida to effect the Reverse Stock Split. The Reverse Stock Split became effective as of 5:00 p.m., Eastern time, on September 10, 2020 (the “Effective Time”). All per-share and share amounts have been retroactively restated in this Annual Report on Form 10-K for all periods presented to reflect the reverse stock split. Convertible Series A Preferred Stock Our authorized Convertible Series A Preferred Stock, $0.01 par value, consists of 1,000,000 shares. At December 31, 2020 and 2019, there were 63,750 shares issued and outstanding. The Convertible Series A Preferred Stock is convertible at the rate of one share of common stock for one share of Convertible Series A Preferred Stock. Convertible Series B Preferred Stock Our authorized Convertible Series B Preferred Stock, $1,000 stated value, 7.5% cumulative dividend, consists of 4,000 shares. At December 31, 2020 and 2019, there were no shares issued and outstanding, respectively. Each share of Convertible Series B Preferred Stock may be converted (at the holder’s election) into two hundred shares of our common stock. Common Stock In November 2019, we amended our Restated Articles of Incorporation, increasing the number of authorized shares of our Common Stock from 200,000,000 to 250,000,000. During the year ended December 31, 2019, we issued 50,000 shares of common stock valued at $44,000 to members of our Board (see Note 13). During the year ended December 31, 2019, we issued 1,250 shares of common stock valued at $1,200 to a consultant. During the year ended December 31, 2020, we issued 50,000 shares of common stock valued at $48,000 to members of our Board (see Note 13). During the year ended December 31, 2020, we issued 500 shares of common stock valued at $2,190 to a consultant. In March 2020, 1,041,667 shares of common stock were issued in connection with the conversion of convertible notes payable aggregating $4,500,000 (see Note 10). In March 2020, 10,417 shares of common stock were issued in connection with the exercise of warrants for which we received proceeds of $57,500. In May 2020, 2,500 shares of common stock were issued in connection with the exercise of options for which we received proceeds of $1,000. In June 2020, 26,940 shares of common stock were issued in connection with the exercise of warrants for which we received proceeds of $62,500. In July 2020, 26,940 shares of common stock were issued in connection with the exercise of warrants for which we received proceeds of $62,500. In October 2020, 12,500 shares of common stock were issued to our CFO in connection with the exercise of warrants for which we received proceeds of $30,000. Stock Options In January 2019, pursuant to an employment agreement, we issued options to purchase an aggregate of 31,250 shares of common stock to our Chief Operating Officer, valued at $24,694. The options have an exercise price of $0.88 per share and expire in January 2024. The options were valued using the Black-Scholes model using the following assumptions: volatility: 144%; dividend yield: 0%; zero coupon rate: 2.47%; and a life of 5 years. The value of the options was expensed in the fourth quarter of 2018 and included in accrued expenses at December 31, 2018. In January 2019, we issued options to purchase an aggregate of 6,250 shares of common stock to our Chief Financial Officer, valued at $4,483. The options have an exercise price of $0.80 per share and expire in January 2024. The options were valued using the Black-Scholes model using the following assumptions: volatility: 143%; dividend yield: 0%; zero coupon rate: 2.58%; and a life of 5 years. In January 2020, we issued two options to purchase an aggregate of 31,250 shares of common stock to our Chief Operating Officer at an exercise price of $0.80 and $0.96 per share pursuant to her employment agreement with us. The options were valued at a total of $23,595 and have a term of 5 years. We utilized the Black-Scholes method to fair value the options received by the COO with the following assumptions: volatility, 135%; expected dividend yield, 0%; risk free interest rate, 1.64%; and a life of 5 years. The grant date fair value of each share of common stock underlying the options was $0.72 and $0.80. The value of the stock option was included in accrued expenses at December 31, 2019. In October 2020, we issued options to purchase an aggregate of 31,250 shares of common stock to our Chief Operating Officer at an exercise price of $7.06 per share pursuant to her employment agreement with us. The options were valued at a total of $202,104 and have a term of 5 years. We utilized the Black-Scholes method to fair value the options received by the COO with the following assumptions: volatility, 154%; expected dividend yield, 0%; risk free interest rate, 0.67%; and a life of 5 years. The grant date fair value of each share of common stock underlying the options was $6.47. The following table summarizes stock options outstanding as of December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Number of Options Weighted Average Exercise Price Number of Options Weighted Average Exercise Price Outstanding, beginning of period 77,500 $ 2.56 40,000 $ 4.16 Granted 62,500 3.96 37,500 0.88 Exercised (2,500 ) 0.40 - - Expired (5,000 ) 16.80 - - Outstanding, end of period 132,500 $ 2.72 77,500 $ 2.56 Options outstanding and exercisable by price range as of December 31, 2020 were as follows: Outstanding Options Average Weighted Exercisable Options Range Number Remaining Contractual Life in Years Number Weighted Average Exercise Price $ 0.80 27,500 4.10 27,500 $ 0.80 $ 0.88 31,250 3.01 31,250 $ 0.88 $ 0.96 25,000 3.02 25,000 $ 0.96 $ 2.16 5,000 4.01 5,000 $ 2.16 $ 4.40 12,500 5.10 12,500 $ 4.40 $ 7. 31,250 4.75 31,250 $ 7.06 132,500 3.89 132,500 $ 2.72 Stock Warrants In January 2019 we issued a warrant to purchase 125,000 shares of common stock to our Chief Executive Officer at an exercise price of $0.80 per share pursuant to an employment agreement. The warrant was valued at $89,654 and has a term of 5 years. We utilized the Black-Scholes model to fair value the warrant received by our Chief Executive Officer with the following assumptions: volatility, 143%; expected dividend yield, 0%; risk free interest rate, 2.58%; and a life of 5 years. The grant date fair value of each share of common stock underlying the warrant was $0.72. In January 2019 we issued a warrant to purchase 31,250 shares of common stock to an employee at an exercise price of $0.96 per share. The warrant was valued at $21,931 and has a term of 3 years. We utilized the Black-Scholes model to fair value the warrant received by the employee with the following assumptions: volatility, 148%; expected dividend yield, 0%; risk free interest rate, 2.55%; and a life of 3 years. The grant date fair value of each share of common stock underlying the warrant was $0.72. The value of the warrants was expensed in the fourth quarter of 2018 and included in accrued expenses at December 31, 2018. In April 2019 we issued a warrant to purchase 6,250 shares of common stock to an employee at an exercise price of $1.12 per share. The warrant was valued at $6,116 and has a term of 5 years. We utilized the Black-Scholes model to fair value the warrant received by the employee with the following assumptions: volatility, 134%; expected dividend yield, 0%; risk free interest rate, 2.32%; and a life of 5 years. The grant date fair value of each share of common stock underlying the warrant was $0.96. In January 2020 we issued a warrant to purchase 156,250 shares of common stock to our Chief Executive Officer at an exercise price of $1.20 per share pursuant to an employment agreement. The warrant was valued at $164,201 and has a term of 5 years. We utilized the Black-Scholes model to fair value the warrant received by our Chief Executive Officer with the following assumptions: volatility, 136%; expected dividend yield, 0%; risk free interest rate, 1.64%; and a life of 5 years. The grant date fair value of each share of common stock underlying the warrant was $1.04. In January 2020 we issued a warrant to purchase 5,208 shares of common stock to an employee at an exercise price of $0.96 per share. The warrant was valued at $3,594 and has a term of 5 years. We utilized the Black-Scholes model to fair value the warrant received by the employee with the following assumptions: volatility, 135%; expected dividend yield, 0%; risk free interest rate, 1.58%; and a life of 5 years. The grant date fair value of each share of common stock underlying the warrant was $0.72. The value of the warrants was expensed in the fourth quarter of 2019 and included in accrued expenses at December 31, 2019. In February 2020 we issued a warrant to purchase 18,750 shares of common stock to an employee at an exercise price of $1.20 per share. The warrant was valued at $18,571 and has a term of 3 years. We utilized the Black-Scholes model to fair value the warrant received by the employee with the following assumptions: volatility, 155%; expected dividend yield, 0%; risk free interest rate, 1.64%; and a life of 3 years. The grant date fair value of each share of common stock underlying the warrant was $0.96. In April 2020 we issued a warrant to purchase 12,500 shares of common stock to our Chief Executive Officer at an exercise price of $4.00 per share pursuant to an employment agreement. The warrant was valued at $49,693 and has a term of 10 years. We utilized the Black-Scholes model to fair value the warrant received by our Chief Executive Officer with the following assumptions: volatility, 173%; expected dividend yield, 0%; risk free interest rate, 0.68%; and a life of 10 years. The grant date fair value of each share of common stock underlying the warrant was $4.00. In April 2020 we issued a warrant to purchase 6,250 shares of common stock to our Chief Operating Officer at an exercise price of $4.00 per share pursuant to an employment agreement. The warrant was valued at $24,846 and has a term of 10 years. We utilized the Black-Scholes model to fair value the warrant received by our Chief Operating Officer with the following assumptions: volatility, 173%; expected dividend yield, 0%; risk free interest rate, 0.68%; and a life of 10 years. The grant date fair value of each share of common stock underlying the warrant was $4.00. In April 2020 we issued a warrant to purchase 6,250 shares of common stock to our Chief Financial Officer at an exercise price of $4.00 per share pursuant to an employment agreement. The warrant was valued at $24,846 and has a term of 10 years. We utilized the Black-Scholes model to fair value the warrant received by our Chief Financial Officer with the following assumptions: volatility, 173%; expected dividend yield, 0%; risk free interest rate, 0.68%; and a life of 10 years. The grant date fair value of each share of common stock underlying the warrant was $4.00. In April 2020 we issued a warrant to purchase 3,750 shares of common stock to a consultant at an exercise price of $4.00 per share. The warrant was valued at $14,908 and has a term of 10 years. We utilized the Black-Scholes model to fair value the warrant received by the consultant with the following assumptions: volatility, 173%; expected dividend yield, 0%; risk free interest rate, 0.68%; and a life of 10 years. The grant date fair value of each share of common stock underlying the warrant was $4.00. In August 2020 we issued a warrant to purchase 893 shares of common stock to a consultant at an exercise price of $8.40 per share. The warrant was valued at $6,372 and has a term of 3 years. We utilized the Black-Scholes model to fair value the warrant received by the consultant with the following assumptions: volatility, 166%; expected dividend yield, 0%; risk free interest rate, 0.13%; and a life of 3 years. The grant date fair value of each share of common stock underlying the warrant was $7.13. In August 2020 we issued a warrant to purchase 595 shares of common stock to a consultant at an exercise price of $8.40 per share. The warrant was valued at $4,249 and has a term of 3 years. We utilized the Black-Scholes model to fair value the warrant received by the consultant with the following assumptions: volatility, 166%; expected dividend yield, 0%; risk free interest rate, 0.13%; and a life of 3 years. The grant date fair value of each share of common stock underlying the warrant was $7.14. In October 2020 we issued a warrant to purchase 375,000 shares of common stock to our Chief Executive Officer at an exercise price of $6.95 per share pursuant to an employment agreement. The warrant was valued at $2,621,196 and has a term of 10 years. We utilized the Black-Scholes model to fair value the warrant received by our Chief Executive Officer with the following assumptions: volatility, 162%; expected dividend yield, 0%; risk free interest rate, 0.67%; and a life of 10 years. The grant date fair value of each share of common stock underlying the warrant was $6.99. The following table summarizes the outstanding common stock warrants as of December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Number of Warrants Weighted Average Exercise Price Number of Warrants Weighted Average Exercise Price Outstanding, beginning of period 2,155,065 $ 3.12 3,318,826 $ 2.72 Granted 585,447 4.97 162,500 0.88 Exercised (76,796 ) (2.77 ) - - Expired (614,583 ) (6.40 ) (1,326,261 ) (1.84 ) Outstanding, end of period 2,049,133 $ 2.55 2,155,065 $ 3.12 Warrants outstanding and exercisable by price range as of December 31, 2020 were as follows: Outstanding Warrants Exercisable Warrants Exercise Price Number Average Weighted Remaining Contractual Life in Years Number Weighted Average Exercise Price $ 0.64 31,250 2.90 31,250 $ 0.64 $ 0.80 158,125 2.76 158,125 $ 0.80 $ 0.96 473,958 1.94 473,958 $ 0.96 $ 1.12 6,250 3.30 6,250 $ 1.12 $ 1.20 175,000 3.88 175,000 $ 1.20 $ 1.36 1,250 1.82 1,250 $ 1.36 $ 2.16 31,250 1.00 31,250 $ 2.16 $ 2.32 523,061 1.16 523,061 $ 2.32 $ 2.40 137,500 0.14 137,500 $ 2.40 $ 2.56 31,250 0.75 31,250 $ 2.56 $ 3.36 31,250 0.50 31,250 $ 3,36 $ 4.00 60,000 4.60 60,000 $ 4.00 $ 4.40 12,500 0.09 12,500 $ 4.40 $ 6.95 375,000 9.75 375,000 $ 6.95 $ 8.40 1,488 2.63 1,488 $ 8.40 2,049,133 3.31 2,049,133 $ 2.55 There were no unvested warrants outstanding as of December 31, 2020. |
12. COMMITMENTS AND CONTINGENCI
12. COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Legal Contingencies We may become a party to litigation in the normal course of business. In the opinion of management, there are no legal matters involving us that would have a material adverse effect upon our financial condition, results of operations or cash flows. In addition, from time to time, we may have to file claims against parties that infringe on our intellectual property. Product Liability As of December 31, 2020 and 2019, there were no claims against us for product liability. SARS CoV-2 coronavirus On March 11, 2020 the World Health Organization declared the SARS CoV-2 coronavirus a global pandemic and recommended containment and mitigation measures worldwide. We have been identified as an essential disinfectant and decontamination vendor by various agencies and countries. Our operations being essential have been materially affected by the coronavirus outbreak to date. As demand for our product and services increases, the uncertain nature of its spread globally may or may not impact our business operations resulting from quarantines of employees, customers and suppliers as well as potential travel restrictions in areas affected or may be affected in the future. |
13. CONTRACTS AND AGREEMENTS
13. CONTRACTS AND AGREEMENTS | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTRACTS AND AGREEMENTS | Executive Agreements Halden S. Shane On September 22, 2020, we entered into a three year employment agreement with Dr. Shane, effective October 1, 2020. The agreement provides for a base annual salary of $500,000. The agreement also provides for a signing bonus of 375,000 warrants. Dr. Shane is also entitled to a cash performance bonus and an annual issuance of an option to purchase 31,250 shares of common stock from the 2016 Plan at the discretion of the Board. The agreement also provides that we will reimburse Dr. Shane for the expenses associated with the use of an automobile up to $750 a month. The term of the agreement is three years. In the event Dr. Shane is terminated as CEO as a result of a change in control, Dr. Shane will be entitled to a lump sum payment of two years’ salary at the time of such termination. The Board may terminate Dr. Shane for cause by written notification to Dr. Shane; provided, however, that no termination for cause will be effective unless Dr. Shane has been provided with prior written notice and opportunity for remedial action and fails to remedy within 30 days thereof, in the event of a termination by the Company (i) by reason of willful dishonesty towards, fraud upon, or deliberate injury or attempted injury to, the Company, (ii) by reason of material breach of his employment agreement and (iii) by reason of gross negligence or intentional misconduct with respect to the performance of duties under the agreement. Upon termination for cause, Dr. Shane will be immediately paid an amount equal to his gross salary. The Board may terminate Dr. Shane other than for cause at any time upon giving notice to Dr. Shane. Upon such termination, Dr. Shane will be immediately paid an amount equal to his gross salary. Elissa J. Shane On October 1, 2020, we entered into an employment agreement with Elissa J. Shane, effective October 1, 2020. Pursuant to her employment agreement, Ms. Shane will receive an annual base salary of at least $270,000, subject to annual review and discretionary increase by the Compensation Committee of the Board. Ms. Shane is eligible to receive an annual cash bonus and other annual incentive compensation. The agreement originally provided for a grant of 93,750 warrants. Additionally, in connection with the execution of her employment agreement, on October 1, 2020, we issued Ms. Shane a warrant to purchase 93,750 shares of Common Stock at an exercise price of $6.17 per share. These provisions were subsequently amended to provide for the issuance to Ms. Shane of 31,250 options from the 2016 Equity Plan at the closing price of $7.06 on the date of grant in lieu of the warrant grant and the 93,750 warrants were cancelled. Ms. Shane acknowledged that the 31,250 options were in full consideration of the amount she was entitled to under the agreement. Her employment agreement also provides that we will reimburse Ms. Shane for reasonable and necessary business and entertainment expenses that she incurs in performing her duties. During the term of her employment, Ms. Shane will also be entitled to up to four weeks of paid vacation time annually, which will accrue up to six weeks, and to participate in our benefit plans and programs, including but not limited to all group health, life, disability and retirement plans. Ms. Shane is also entitled to the sum of $1,000 per month as a vehicle allowance. The initial term of her employment agreement is three years, which may be automatically extended for successive one-year terms, unless either party provides the other with 120 days’ prior written notice of its intent to terminate the agreement. In the event Ms. Shane is terminated as COO as a result of a change in control, Ms. Shane will be entitled to a lump sum payment of one and a half years’ salary at the time of such termination. Agreements with Directors In December 2017, we increased the annual fee to the members of our Board to $40,000, to be paid in cash on a quarterly basis, with the exception of the audit committee chairperson, whose annual fee we increased to $45,000, also to be paid in cash on a quarterly basis. Director compensation also includes the annual issuance of our common stock. For the year ended December 31, 2019, we issued an aggregate of 50,000 shares of common stock that were valued at $44,000 to members of our Board. For the year ended December 31, 2020, we issued an aggregate of 50,000 shares of common stock that were valued at $48,000 to members of our Board. Manufacturing Agreement In June 2020 we entered into a manufacturing agreement with Planet Innovation Products, Pty Ltd (“PI”). The agreement does not provide for any minimum purchase commitments and is for a term of three years. The agreement also provides for a warranty against product defects. Cloud Computing Service Contract In May 2020 we entered into an agreement for a cloud computing service contract. The contract provides for annual payments in the amount of $30,409 and has a term of 5 years. Year Ended: Amount December 31, 2021 $ 18,000 December 31, 2022 30,000 December 31, 2023 30,000 December 31, 2024 30,000 December 31, 2025 15,000 $ 123,000 Other Agreements TOMI Service Network (“TSN”) is a national service network composed of existing full-service restoration industry specialists that have entered initially into licensing agreements with us to become Primary Service Providers (“PSPs”). The licensing agreements originally granted protected territories to PSPs to perform services using our SteraMist ® |
14. ACCRUED EXPENSES AND OTHER
14. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2020 | |
Other Liabilities, Current [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | Accrued expenses and other current liabilities consisted of the following at: December 31, 2020 December 31, 2019 Commissions $ 151,709 $ 112,102 Payroll and related costs 84,000 167,689 Director fees 41,250 41,250 Sales Tax Payable 9,784 21,814 Income Taxes Payable (Note 17) 77,000 - Accrued warranty (Note 15) 68,000 30,000 Other accrued expenses 70,106 77,257 Total $ 501,849 $ 450,112 |
15. ACCRUED WARRANTY
15. ACCRUED WARRANTY | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Warranty | |
ACCRUED WARRANTY | Our manufacturers assume the warranty against product defects from date of sale, which we extend to our customers upon sale of the product. We assume responsibility for product reliability and results. The warranty is generally limited to a refund of the original purchase price of the product or a replacement part. We estimate warranty costs based on historical warranty claim experience. The following table presents warranty reserve activities at: December 31, 2020 December 31, 2019 Beginning accrued warranty costs $ 30,000 $ 30,000 Provision for warranty expense 101,041 2,609 Settlement of warranty claims (63,041 ) (2,609 ) Ending accrued warranty costs $ 68,000 $ 30,000 |
16. LOAN PAYABLE
16. LOAN PAYABLE | 12 Months Ended |
Dec. 31, 2020 | |
Loans Payable [Abstract] | |
LOAN PAYABLE | On April 21, 2020, we received $410,700 in loan funding from the Paycheck Protection Program (the "PPP") established pursuant to the recently enacted Coronavirus Aid, Relief, and Economic Security Act of 2020 (the "CARES Act") and administered by the U.S. Small Business Administration ("SBA"). The unsecured loan (the "PPP Loan") is evidenced by a promissory note of the Company, dated April 21, 2020 (the "Note") in the principal amount of $410,700 with City National Bank (the "Bank"), the lender. Interest expense for the year ended December 31, 2020 was $2,849. Under the terms of the Note and the PPP Loan, interest accrues on the outstanding principal at the rate of 1.0% per annum. The term of the Note is two years, though it may be payable sooner in connection with an event of default under the Note. |
17. INCOME TAXES
17. INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | The Company’s income tax expense consisted of: For the Year Ended December 31, December 31, 2020 2019 Current: Federal $ - $ - State 77,000 - Foreign - - 77,000 - Deferred: Federal - - State - - Foreign - - - - Total $ 77,000 $ - The Company’s net income (loss) before income tax consisted of: For the Year Ended December 31, December 31, 2020 2019 United States $ 4,468,166 $ (2,297,733 ) Foreign - - Total $ 4,468,166 $ (2,297,733 ) Our income tax expense differed from the amounts computed by applying the United States statutory corporate income tax rate for the following reasons. On December 22, 2017, the 2017 Tax Cuts and Jobs Act (“Tax Act”) was enacted into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a territorial system and a one-time transition tax on the mandatory deemed repatriation of foreign earnings. We are required to recognize the effect of the tax law changes in the period of enactment, such as re-measuring our U.S. deferred tax assets and liabilities as well as reassessing the net realizability of our deferred tax assets and liabilities. The Tax Act did not give rise to any material impact on the consolidated balance sheets and consolidated statements of operations due to our historical loss position and the full valuation allowance on our net U.S. deferred tax assets. In December 2017, the Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act The reconciliation of taxes at the federal and state statutory rate to our provision for income taxes for the years ended December 31, 2020 and 2019 was as follows: For the Year Ended December 31, December 31, 2020 2019 Income (Loss) before income tax $ 4,468,166 $ (2,297,733 ) US statutory corporate income tax rate 28.00 % 28.00 % Income tax expense computed at US statutory corporate income tax rate Income tax expense computed at US statutory corporate income tax rate 1,251,086 (643,365 ) Reconciling items: Change in valuation allowance on deferred tax assets (2,050,485 ) 620,817 Provision to prior year tax return - 6,991 Incentive stock options and warrants 876,676 31,982 Amortized debt discount - 4,910 Meals and Entertainment 1,300 2,005 Other (1,577 ) (23,340 ) Income tax expense $ 77,000 $ - Components of our deferred income tax assets (liabilities) are as follows: December 31, December 31, 2020 2019 Deferred tax assets: Reserve for Bad Debt $ 109,000 $ 31,000 Inventory Reserve - 28,000 Accrued Vacation 82,000 92,000 Warranty Reserve 19,000 8,000 Intangible Assets 412,000 381,000 Operating lease right-of-use liabilities 290,000 310,000 Net operating losses 3,100,000 5,223,000 Valuation Allowance (3,530,000 ) (5,580,000 ) Deferred Tax Assets 482,000 493,000 Deferred tax liabilities: Operating lease right-of-use assets (290,000 ) (302,000 ) Property and Equipment (192,000 ) (191,000 ) (482,000 ) (493,000 ) Net Deferred Tax Assets and Liabilities $ - $ - Deferred income tax assets and liabilities are determined based on differences between the financial statement reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws in effect when the differences are expected to reverse. The measurement of deferred income tax assets is reduced, if necessary, by a valuation allowance for any tax benefits, which are, on a more likely than not basis, not expected to be realized; in accordance with ASC guidance for income taxes. As of December 31, 2020, we recorded a valuation allowance of $3,530,000 for the portion of the deferred tax assets that we do not expect to be realized. The valuation allowance on our net deferred taxes decreased by $2,050,000 during the year ended December 31, 2020, primarily due to the utilization of deferred tax assets The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted. For income tax purposes in the United States, we had available federal net operating loss carryforwards (“NOL”) as of December 31, 2020 and 2019 of approximately $11,465,000 and $9,596,000 respectively to reduce future federal taxable income. For income tax purposes in the United States, we had available state NOL carryforwards as of December 31, 2020 and 2019 of approximately $9,663,000 and $16,463,000 respectively to reduce future state taxable income. We record uncertain tax positions in accordance with ASC 740 on the basis of a two-step process whereby (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. As of December 31, 2020, and 2019, the management of the Company determined there were no reportable uncertain tax positions. |
18. CUSTOMER CONCENTRATION
18. CUSTOMER CONCENTRATION | 12 Months Ended |
Dec. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
CUSTOMER CONCENTRATION | The Company had certain customers whose accounts receivable balances individually represented 10% or more of the Company’s accounts receivable. As of December 31, 2020, three customers accounted for 36% of accounts receivable. As of December 31, 2019, three customers accounted for 37% of accounts receivable. |
19. SUBSEQUENT EVENTS
19. SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Pursuant to the agreement with our Board of Directors, in January 2021, we issued an aggregate of 50,000 shares of common stock valued at approximately $211,000. The agreements with our Board provide for the annual issuance of shares of our common stock. On February 11, 2021, we agreed to amend (the "Warrant Amendment") the warrant to purchase 125,000 shares of TOMI common stock, par value $0.01 (the "Common Stock"), issued by TOMI to Dr. Halden S. Shane, TOMI's Chief Executive Officer and a director on TOMI's board of directors, on February 11, 2014 (the "Warrant"), to provide TOMI an option to repurchase the Warrant from Dr. Shane at a negotiated price. In connection with the Warrant Amendment, TOMI repurchased the warrant from Dr. Shane (the "Repurchase") for an aggregate cash consideration of $314,500, representing a 15% discount of the net exercise cash value of the Warrant, which was calculated using the closing price of the Common Stock on the Nasdaq on February 11, 2021. On the same date, the Warrant Amendment and the Repurchase was considered, approved and adopted by a disinterested majority of TOMI's board of directors. |
2. SUMMARY OF SIGNIFICANT ACC_2
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | The accompanying consolidated financial statements include the accounts of TOMI and its wholly owned subsidiary, TOMI Environmental Solutions, Inc., a Nevada corporation. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Reclassification of Accounts | Certain reclassifications have been made to prior-year comparative financial statements to conform to the current year presentation. These reclassifications had no effect on previously reported results of operations or financial position. |
Use of Estimates | The preparation of the consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the accompanying consolidated financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, we evaluate our estimates, including those related to accounts receivable, inventory, fair values of financial instruments, intangible assets, useful lives of intangible assets and property and equipment, fair values of stock-based awards, income taxes, and contingent liabilities, among others. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of our assets and liabilities. |
Fair Value Measurements | The authoritative guidance for fair value measurements defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or the most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact. The guidance describes a fair value hierarchy based on the levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the value of the assets or liabilities. Our financial instruments include cash and cash equivalents, accounts receivable, accounts payable and accrued expenses. All these items were determined to be Level 1 fair value measurements. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximated fair value because of the short maturity of these instruments. |
Cash and Cash Equivalents | For purposes of the statement of cash flows, cash and cash equivalents includes cash on hand, held at financial institutions and other liquid investments with original maturities of three months or less. At times, these deposits may be in excess of insured limits. |
Accounts Receivable | Our accounts receivable are typically from credit worthy customers or, for certain international customers, are supported by pre-payments. For those customers to whom we extend credit, we perform periodic evaluations of their status and maintain allowances for potential credit losses as deemed necessary. We have a policy of reserving for doubtful accounts based on our best estimate of the amount of potential credit losses in existing accounts receivable. We periodically review our accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are charged to the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Bad debt expense for the years ended December 31, 2020 and 2019 was $332,027 and $32,721, respectively. At December 31, 2020 and December 31, 2019, the allowance for doubtful accounts was $390,000 and $110,000, respectively. |
Inventories | Inventories are valued at the lower of cost or market using the first-in, first-out (FIFO) method. Inventories consist primarily of finished goods. We expense costs to maintain certification to cost of goods sold as incurred. We review inventory on an ongoing basis, considering factors such as deterioration and obsolescence. We record an allowance for estimated losses when the facts and circumstances indicate that particular inventories may not be usable. Our reserve for obsolete inventory was $0 and $100,000 as of December 31, 2020 and December 31, 2019, respectively. |
Property and Equipment | We account for property and equipment at cost less accumulated depreciation. We compute depreciation using the straight-line method over the estimated useful lives of the assets, generally three to five years. Depreciation for equipment, furniture and fixtures and vehicles commences once placed in service for its intended use. Leasehold improvements are amortized using the straight-line method over the lives of the respective leases or service lives of the improvements, whichever is shorter. |
Leases | In February 2016, the FASB issued ASU No. 2016-02 (ASC 842), Leases Codification Improvements to Topic 842, Leases Targeted Improvements Narrow-Scope Improvements for Lessors Codification Improvements Operating lease assets are included within operating lease right-of-use assets, and the corresponding operating lease liabilities are recorded as current portion of long-term operating lease, and within long-term liabilities as long-term operating lease, net of current portion on our consolidated balance sheet as of December 31, 2020 and December 31, 2019. We have elected not to present short-term leases on the consolidated balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of our leases do not provide an implicit rate of return, we used our incremental borrowing rate based on the information available at adoption date in determining the present value of lease payments. |
Capitalized Software Development Costs | In accordance with ASC 985-20 regarding the development of software to be sold, leased, or marketed, we expense such costs as they are incurred until technological feasibility has been established, at and after which time those costs are capitalized until the product is available for general release to customers. The periodic expense for the amortization of capitalized software development costs will be included in cost of sales. The periodic expense for the amortization of capitalized software development costs will be included in cost of sales. Amortization expense for the years ended December 31, 2020 and 2019, was $41,900 was $31,426, respectively. |
Accounts Payable | As of December 31, 2020, two vendors accounted for approximately 32% of accounts payable. As of December 31, 2019, one vendor accounted for approximately 40% of accounts payable. For the year ended December 31, 2020, two vendors accounted for 76% of cost of sales. For the year ended December 31, 2019, one vendor accounted for 72% of cost of sales. |
Accrued Warranties | Accrued warranties represent the estimated costs, if any, that will be incurred during the warranty period of our products. We estimate the expected costs to be incurred during the warranty period and record the expense to the consolidated statement of operations at the date of sale. Our manufacturers assume the warranty against product defects from date of sale, which we extend to our customers upon sale of the product. We assume responsibility for product reliability and results. As of December 31, 2020, and December 31, 2019, our warranty reserve was $68,000 and $30,000, respectively (See Note 15). |
Income Taxes | Deferred income tax assets and liabilities are determined based on differences between the financial statement reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws in effect when the differences are expected to reverse. The measurement of deferred income tax assets is reduced, if necessary, by a valuation allowance for any tax benefits that are, on a more likely than not basis, not expected to be realized in accordance with Accounting Standards Codification (ASC) guidance for income taxes. Net deferred tax benefits have been fully reserved at December 31, 2020 and December 31, 2019. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted. |
Net Income (Loss) Per Share | Basic net income or (loss) per share is computed by dividing our net income or (loss) by the weighted average number of shares of common stock outstanding during the period presented. Diluted income or (loss) per share is based on the treasury stock method and includes the effect from potential issuance of shares of common stock, such as shares issuable pursuant to the exercise of options and warrants and conversions of preferred stock or debentures. Potentially dilutive securities as of December 31, 2020 consisted of 2,049,133 shares of common stock issuable upon exercise of outstanding warrants, 132,500 shares of common stock issuable upon outstanding options and 63,750 shares of common stock issuable upon conversion of outstanding shares of Preferred A stock (“Convertible Series A Preferred Stock”). Potentially dilutive securities as of December 31, 2019 consisted of 1,157,406 shares of common stock from convertible debentures, 2,155,065 shares of common stock issuable upon exercise of outstanding warrants, 77,500 shares of common stock issuable upon outstanding options and 63,750 shares of common stock issuable upon conversion of outstanding shares of Preferred A stock (“Convertible Series A Preferred Stock”). Diluted and basic weighted average shares are the same, as potentially dilutive shares are anti-dilutive. Diluted net income or (loss) per share is computed similarly to basic net income or (loss) per share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential shares of common stock had been issued and if such additional shares were dilutive. Options, warrants, preferred stock and shares associated with the conversion of debt to purchase approximately 2.2 million and 3.5 million shares of common stock were outstanding at December 31, 2020 and 2019, respectively, but were excluded from the computation of diluted net loss per share at December 31, 2019 due to the anti-dilutive effect on net loss per share. For the Years Ended December 31, 2020 2019 Net Income (Loss) $ 4,391,166 $ (2,297,733 ) Adjustments for convertible debt - as converted Interest on convertible debt 40,689 200,000 Amortization of debt discount on convertible debt - 17,534 Net income (loss) attributable to common shareholders $ 4,431,855 $ (2,080,199 ) Weighted average number of shares of common stock outstanding: Basic 16,512,126 15,586,258 Diluted 18,757,509 15,586,258 Net income (loss) attributable to common shareholders per share: Basic $ 0.27 $ (0.13 ) Diluted $ 0.24 $ (0.13 ) The following provides a reconciliation of the shares used in calculating the per share amounts for the periods presented: For the Years Ended December 31, 2020 2019 Numerator: Net Income (Loss) $ 4,391,166 $ (2,297,733 ) Denominator: Basic weighted-average shares 16,512,126 15, 586,258 Effect of dilutive securities Warrants 2,049,133 - Convertible Debt - - Options 132,500 - Preferred Stock 63,750 - Diluted Weighted Average Shares 18,757,509 15, 586,258 Net Income (Loss) Per Common Share: Basic $ 0.27 $ (0.15 ) Diluted $ 0.23 $ (0.15 ) Note: Warrants, options and preferred stock for the years ended December 31, 2019 are not included in the computation of diluted weighted average shares as such inclusion would be anti-dilutive. Income (loss) from Operations Data: Income (Loss) from Operations $ 4,508,789 $ (2,083,244 ) Basic and Diluted Weighted Average Shares Basic 16,512,126 15, 586,258 Diluted 18,757,509 15, 586,258 Basic and Diluted Income (loss) Per Common Share Basic $ 0.27 $ (0.13 ) Diluted $ 0.24 $ (0.13 ) |
Revenue Recognition | We recognize revenue in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606). We recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) we satisfy the performance obligation(s). At contract inception, we assess the goods or services promised within each contract, assess whether each promised good or service is distinct and identify those that are performance obligations. We must use judgment to determine: a) the number of performance obligations based on the determination under step (ii) above and whether those performance obligations are distinct from other performance obligations in the contract; b) the transaction price under step (iii) above; and c) the stand-alone selling price for each performance obligation identified in the contract for the allocation of transaction price in step (iv) above. Title and risk of loss generally pass to our customers upon shipment. Our Customers include end users as well as dealers and distributors who market and sell our products. Our revenue is not contingent upon resale by the dealer or distributor, and we have no further obligations related to bringing about resale. Shipping and handling costs charged to customers are included in Product Revenues. The associated expenses are treated as fulfillment costs and are included in Cost of Revenues. Revenues are reported net of sales taxes collected from Customers. Disaggregation of Revenue The following table presents our revenues disaggregated by revenue source. Product and Service Revenue For the Years Ended December 31, 2020 2019 SteraMist Product $ 22,971,000 $ 4,999,000 Service and Training 2,057,000 1,348,000 Total $ 25,028,000 $ 6,347,000 Revenue by Geographic Region For the Years Ended December 31, 2020 2019 United States $ 18,367,000 $ 5,002,000 International 6,661,000 1,345,000 Total $ 25,028,000 $ 6,347,000 Product revenue includes sales from our standard and customized equipment, solution and accessories sold with our equipment. Revenue is recognized upon transfer of control of promised products to customers in an amount that reflects the consideration we expect to receive in exchange for those products. Service and training revenue include sales from our high-level decontamination and service engagements, validation of our equipment and technology and customer training. Service revenue is recognized as the agreed upon services are rendered to our customers in an amount that reflects the consideration we expect to receive in exchange for those services. Costs to Obtain a Contract with a Customer We apply a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling expenses. Contract Balances As of December 31, 2020, and December 31, 2019 we did not have any unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. Arrangements with Multiple Performance Obligations Our contracts with customers may include multiple performance obligations. We enter into contracts that can include various combinations of products and services, which are primarily distinct and accounted for as separate performance obligations. Significant Judgments Our contracts with customers for products and services often dictate the terms and conditions of when the control of the promised products or services is transferred to the customer and the amount of consideration to be received in exchange for the products and services. |
Equity Compensation Expense | We account for equity compensation expense in accordance with FASB ASC 718, “Compensation—Stock Compensation.” Under the provisions of FASB ASC 718, equity compensation expense is estimated at the grant date based on the award’s fair value. On July 7, 2017, our shareholders approved the 2016 Equity Incentive Plan, or the 2016 Plan. The 2016 Plan authorizes the grant of stock options, stock appreciation rights, restricted stock, restricted stock units and performance units/shares. Up to 2,000,000 shares of common stock are authorized for issuance under the 2016 Plan. Shares issued under the 2016 Plan may be either authorized but unissued shares, treasury shares, or any combination thereof. Provisions in the 2016 Plan permit the reuse or reissuance by the 2016 Plan of shares of common stock for numerous reasons, including, but not limited to, shares of common stock underlying canceled, expired, or forfeited awards of stock-based compensation and stock appreciation rights paid out in the form of cash. Equity compensation expense will typically be awarded in consideration for the future performance of services to us. All recipients of awards under the 2016 Plan are required to enter into award agreements with us at the time of the award; awards under the 2016 Plan are expressly conditioned upon such agreements. For the year ended December 31, 2020 and 2019, we issued 50,000 and 50,000 shares of common stock, respectively, out of the 2016 Plan. |
Concentrations of Credit Risk | Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents. We maintain cash balances at financial institutions which exceed the current Federal Deposit Insurance Corporation limit of $250,000 at times during the year. |
Long-Lived Assets Including Acquired Intangible Assets | We assess long-lived assets for potential impairments at the end of each year, or during the year if an event or other circumstance indicates that we may not be able to recover the carrying amount of the asset. In evaluating long-lived assets for impairment, we measure recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If our long-lived assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value. We base the calculations of the estimated fair value of our long-lived assets on the income approach. For the income approach, we use an internally developed discounted cash flow model that includes, among others, the following assumptions: projections of revenues and expenses and related cash flows based on assumed long-term growth rates and demand trends; expected future investments to grow new units; and estimated discount rates. We base these assumptions on our historical data and experience, industry projections, micro and macro general economic condition projections, and our expectations. We had no long-lived asset impairment charges for the years ended December 31, 2020 and 2019. |
Advertising and Promotional Expenses | We expense advertising costs in the period in which they are incurred. Advertising and promotional expenses included in selling expenses for the years ended December 31, 2020 and 2019 were approximately $276,000 and $144,000, respectively. |
Research and Development Expenses | We expense research and development expenses in the period in which they are incurred. For the years ended December 31, 2020 and 2019, research and development expenses were approximately $455,000 and $341,000, respectively. |
Business Segments | We currently have one reportable business segment due to the fact that we derive our revenue primarily from one product. A breakdown of revenue is presented in “Revenue Recognition” in Note 2 above. |
Recent Accounting Pronouncements | In August 2018, the FASB issued ASU No. 2018-15, “Intangibles-Goodwill and Other-Internal-Use Software (Topic 350): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract.” This new guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This new guidance is effective on a prospective or retrospective basis beginning on January 1, 2020, with early adoption permitted. We elected to adopt this guidance early, in 2020 on a prospective basis. The new guidance did not have a material impact on our Consolidated Financial Statements. |
2. SUMMARY OF SIGNIFICANT ACC_3
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Net Income (Loss) Per Share | For the Years Ended December 31, 2020 2019 Net Income (Loss) $ 4,391,166 $ (2,297,733 ) Adjustments for convertible debt - as converted Interest on convertible debt 40,689 200,000 Amortization of debt discount on convertible debt - 17,534 Net income (loss) attributable to common shareholders $ 4,431,855 $ (2,080,199 ) Weighted average number of shares of common stock outstanding: Basic 16,512,126 15,586,258 Diluted 18,757,509 15,586,258 Net income (loss) attributable to common shareholders per share: Basic $ 0.27 $ (0.13 ) Diluted $ 0.24 $ (0.13 ) The following provides a reconciliation of the shares used in calculating the per share amounts for the periods presented: For the Years Ended December 31, 2020 2019 Numerator: Net Income (Loss) $ 4,391,166 $ (2,297,733 ) Denominator: Basic weighted-average shares 16,512,126 15, 586,258 Effect of dilutive securities Warrants 2,049,133 - Convertible Debt - - Options 132,500 - Preferred Stock 63,750 - Diluted Weighted Average Shares 18,757,509 15, 586,258 Net Income (Loss) Per Common Share: Basic $ 0.27 $ (0.15 ) Diluted $ 0.23 $ (0.15 ) Note: Warrants, options and preferred stock for the years ended December 31, 2019 are not included in the computation of diluted weighted average shares as such inclusion would be anti-dilutive. Income (loss) from Operations Data: Income (Loss) from Operations $ 4,508,789 $ (2,083,244 ) Basic and Diluted Weighted Average Shares Basic 16,512,126 15, 586,258 Diluted 18,757,509 15, 586,258 Basic and Diluted Income (loss) Per Common Share Basic $ 0.27 $ (0.13 ) Diluted $ 0.24 $ (0.13 ) |
Disaggregation of Revenue | Product and Service Revenue For the Years Ended December 31, 2020 2019 SteraMist Product $ 22,971,000 $ 4,999,000 Service and Training 2,057,000 1,348,000 Total $ 25,028,000 $ 6,347,000 Revenue by Geographic Region For the Years Ended December 31, 2020 2019 United States $ 18,367,000 $ 5,002,000 International 6,661,000 1,345,000 Total $ 25,028,000 $ 6,347,000 |
3. INVENTORIES (Tables)
3. INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | December 31, 2020 December 31, 2019 Finished goods $ 3,404,025 $ 2,364,786 Raw Materials 377,490 50,428 Inventory Reserve - (100,000 ) $ 3,781,515 $ 2,315,214 |
5. PROPERTY AND EQUIPMENT (Tabl
5. PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | December 31, 2020 December 31, 2019 Furniture and fixtures $ 357,236 $ 357,236 Equipment 1,580,743 1,355,014 Vehicles 60,703 60,703 Computer and software 203,704 166,598 Leasehold improvements 386,120 362,898 Tenant Improvement Allowance 405,000 405,000 2,993,507 2,707,449 Less: Accumulated depreciation 1,695,404 1,339,585 $ 1,298,103 $ 1,367,864 |
5. INTANGIBLE ASSETS AND ASSET
5. INTANGIBLE ASSETS AND ASSET ACQUISITION (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Definite Life Intangible Assets | December 31, 2020 December 31, 2019 Intellectual Property and Patents $ 3,000,012 $ 2,906,507 Less: Accumulated Amortization 2,856,991 2,479,754 Intangible Assets, net $ 143,021 $ 426,753 |
Indefinite Life Intangible Assets | Trademarks 579,895 512,257 Total Intangible Assets, net $ 722,916 $ 939,010 |
Approximate Future Amortization | Year Ended: Amount December 31, 2021 $ 10,000 December 31, 2022 10,000 December 31, 2023 10,000 December 31, 2024 10,000 December 31, 2025 10,000 Thereafter $ 93,000 $ 143,000 |
7. LEASES (Tables)
7. LEASES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases Tables Usd Abstract | |
Operating Lease | Operating leases: December 31, 2020 December 31, 2019 Assets: Operating lease right-of-use asset $ 631,527 $ 674,471 Liabilities: Current Portion of Long-Term Operating Lease $ 81,223 $ 71,510 Long-Term Operating Lease, Net of Current Portion 953,190 1,034,413 $ 1,034,413 $ 1,105,923 |
Lease Expense | For the Year Ended December 31, 2020 For the Year Ended December 31, 2019 Operating lease expense $ 157,315 $ 157,315 |
Other Information Related to Leases | December 31, 2020 December 31, 2019 Weighted-average remaining lease term: Operating leases 8.25 years 9.25 years Discount rate: Operating leases 7.00% 7.00% |
Supplemental Cash Flow Information related to leases | For the Year Ended December 31, 2020 For the Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: $ 146,688 $ 65,753 |
Maturities of Lease Payments | Year Ended: Operating Lease December 31, 2021 $ 151,088 December 31, 2022 155,621 December 31, 2023 160,290 December 31, 2024 165,098 December 31, 2025 170,051 Thereafter 575,131 Total minimum lease payments 1,377,280 Less: Interest 342,867 Present value of lease obligations 1,034,413 Less: Current portion 81,223 Long-term portion of lease obligations $ 953,190 |
8. CAPITALIZED SOFTWARE DEVEL_2
8. CAPITALIZED SOFTWARE DEVELOPMENT COSTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Research and Development [Abstract] | |
Capitalized Software Development Costs | December 31, 2020 December 31, 2019 Capitalized Software Development Costs $ 125,704 $ 125,704 Less: Accumulated Amortization (73,327 ) (31,426 ) $ 52,377 $ 94,278 |
10. CONVERTIBLE DEBT (Tables)
10. CONVERTIBLE DEBT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Notes | December 31, 2020 December 31, 2019 Convertible notes $ - $ 5,000,000 Initial discount - (53,873 ) Accumulated amortization - 53,873 Convertible notes, net $ - $ 5,000,000 |
11. SHAREHOLDERS' EQUITY (Table
11. SHAREHOLDERS' EQUITY (Tables) - Options | 12 Months Ended |
Dec. 31, 2020 | |
Stock Options Outstanding | December 31, 2020 December 31, 2019 Number of Options Weighted Average Exercise Price Number of Options Weighted Average Exercise Price Outstanding, beginning of period 77,500 $ 2.56 40,000 $ 4.16 Granted 62,500 3.96 37,500 0.88 Exercised (2,500 ) 0.40 - - Expired (5,000 ) 16.80 - - Outstanding, end of period 132,500 $ 2.72 77,500 $ 2.56 |
Options Outstanding and Exercisable by Price Range | Outstanding Options Average Weighted Exercisable Options Range Number Remaining Contractual Life in Years Number Weighted Average Exercise Price $ 0.80 27,500 4.10 27,500 $ 0.80 $ 0.88 31,250 3.01 31,250 $ 0.88 $ 0.96 25,000 3.02 25,000 $ 0.96 $ 2.16 5,000 4.01 5,000 $ 2.16 $ 4.40 12,500 5.10 12,500 $ 4.40 $ 7. 31,250 4.75 31,250 $ 7.06 132,500 3.89 132,500 $ 2.72 |
Stock Warrants Outstanding | December 31, 2020 December 31, 2019 Number of Warrants Weighted Average Exercise Price Number of Warrants Weighted Average Exercise Price Outstanding, beginning of period 2,155,065 $ 3.12 3,318,826 $ 2.72 Granted 585,447 4.97 162,500 0.88 Exercised (76,796 ) (2.77 ) - - Expired (614,583 ) (6.40 ) (1,326,261 ) (1.84 ) Outstanding, end of period 2,049,133 $ 2.55 2,155,065 $ 3.12 |
Warrants Outstanding and Exercisable by Price Range | Outstanding Warrants Exercisable Warrants Exercise Price Number Average Weighted Remaining Contractual Life in Years Number Weighted Average Exercise Price $ 0.64 31,250 2.90 31,250 $ 0.64 $ 0.80 158,125 2.76 158,125 $ 0.80 $ 0.96 473,958 1.94 473,958 $ 0.96 $ 1.12 6,250 3.30 6,250 $ 1.12 $ 1.20 175,000 3.88 175,000 $ 1.20 $ 1.36 1,250 1.82 1,250 $ 1.36 $ 2.16 31,250 1.00 31,250 $ 2.16 $ 2.32 523,061 1.16 523,061 $ 2.32 $ 2.40 137,500 0.14 137,500 $ 2.40 $ 2.56 31,250 0.75 31,250 $ 2.56 $ 3.36 31,250 0.50 31,250 $ 3,36 $ 4.00 60,000 4.60 60,000 $ 4.00 $ 4.40 12,500 0.09 12,500 $ 4.40 $ 6.95 375,000 9.75 375,000 $ 6.95 $ 8.40 1,488 2.63 1,488 $ 8.40 2,049,133 3.31 2,049,133 $ 2.55 |
13. CONTRACTS AND AGREEMENTS (T
13. CONTRACTS AND AGREEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Contracts And Agreements | |
Approximate Minimum Contract Payments | Year Ended: Amount December 31, 2021 $ 18,000 December 31, 2022 30,000 December 31, 2023 30,000 December 31, 2024 30,000 December 31, 2025 15,000 $ 123,000 |
14. ACCRUED EXPENSES AND OTHE_2
14. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Liabilities, Current [Abstract] | |
Accrued Expenses and Other Current Liabilities | December 31, 2020 December 31, 2019 Commissions $ 151,709 $ 112,102 Payroll and related costs 84,000 167,689 Director fees 41,250 41,250 Sales Tax Payable 9,784 21,814 Income Taxes Payable (Note 17) 77,000 - Accrued warranty (Note 15) 68,000 30,000 Other accrued expenses 70,106 77,257 Total $ 501,849 $ 450,112 |
15. ACCRUED WARRANTY (Tables)
15. ACCRUED WARRANTY (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Warranty | |
Warranty Reserve Activity | December 31, 2020 December 31, 2019 Beginning accrued warranty costs $ 30,000 $ 30,000 Provision for warranty expense 101,041 2,609 Settlement of warranty claims (63,041 ) (2,609 ) Ending accrued warranty costs $ 68,000 $ 30,000 |
17. INCOME TAXES (Tables)
17. INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Tax Expense | For the Year Ended December 31, December 31, 2020 2019 Current: Federal $ - $ - State 77,000 - Foreign - - 77,000 - Deferred: Federal - - State - - Foreign - - - - Total $ 77,000 $ - |
Net Income (Loss) Before Income Tax | For the Year Ended December 31, December 31, 2020 2019 United States $ 4,468,166 $ (2,297,733 ) Foreign - - Total $ 4,468,166 $ (2,297,733 ) |
Effective Income Tax Rate Reconciliation | For the Year Ended December 31, December 31, 2020 2019 Income (Loss) before income tax $ 4,468,166 $ (2,297,733 ) US statutory corporate income tax rate 28.00 % 28.00 % Income tax expense computed at US statutory corporate income tax rate Income tax expense computed at US statutory corporate income tax rate 1,251,086 (643,365 ) Reconciling items: Change in valuation allowance on deferred tax assets (2,050,485 ) 620,817 Provision to prior year tax return - 6,991 Incentive stock options and warrants 876,676 31,982 Amortized debt discount - 4,910 Meals and Entertainment 1,300 2,005 Other (1,577 ) (23,340 ) Income tax expense $ 77,000 $ - |
Deferred Income Tax Assets (Liabilities) | December 31, December 31, 2020 2019 Deferred tax assets: Reserve for Bad Debt $ 109,000 $ 31,000 Inventory Reserve - 28,000 Accrued Vacation 82,000 92,000 Warranty Reserve 19,000 8,000 Intangible Assets 412,000 381,000 Operating lease right-of-use liabilities 290,000 310,000 Net operating losses 3,100,000 5,223,000 Valuation Allowance (3,530,000 ) (5,580,000 ) Deferred Tax Assets 482,000 493,000 Deferred tax liabilities: Operating lease right-of-use assets (290,000 ) (302,000 ) Property and Equipment (192,000 ) (191,000 ) (482,000 ) (493,000 ) Net Deferred Tax Assets and Liabilities $ - $ - |
2. SUMMARY OF SIGNIFICANT ACC_4
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Accounting Policies [Abstract] | |||
Net Income (Loss) | [1] | $ 4,391,166 | $ (2,297,733) |
Interest on Convertible Debt | 40,689 | 200,000 | |
Amortization of Debt Discount on Convertible Debt | [1] | 0 | 17,534 |
Net Income (Loss) Attributable to Common Shareholders | $ 4,431,855 | $ (2,080,199) | |
Weighted Average Number of Common Shares Outstanding: | |||
Basic | [1] | 16,512,126 | 15,586,258 |
Diluted | [1] | 18,757,509 | 15,586,258 |
Net Income (Loss) Attributable to Common Shareholders Per Share: | |||
Basic | [1] | $ 0.27 | $ (0.15) |
Diluted | [1] | $ 0.23 | $ (0.15) |
[1] | Share amounts with respect to the common stock and Convertible Series A Preferred Stock have been retroactively restated to reflect the reverse split thereof, which was effected as of the close of business on September 10, 2020. Refer to Note 11 - Equity for further information. |
2. SUMMARY OF SIGNIFICANT ACC_5
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Summary Of Significant Accounting Policies | |||
Net Income (Loss) | [1] | $ 4,391,166 | $ (2,297,733) |
Basic Weighted-Average Shares | [1] | 16,512,126 | 15,586,258 |
Effect of dilutive securities: | |||
Warrants | 2,049,133 | 0 | |
Convertible Debt | 0 | 0 | |
Options | 132,500 | 0 | |
Preferred Stock | 63,750 | 0 | |
Diluted Weighted Average Shares | [1] | 18,757,509 | 15,586,258 |
Net Income (Loss) Per Common Share: | |||
Basic | [1] | $ 0.27 | $ (0.15) |
Diluted | [1] | $ 0.23 | $ (0.15) |
[1] | Share amounts with respect to the common stock and Convertible Series A Preferred Stock have been retroactively restated to reflect the reverse split thereof, which was effected as of the close of business on September 10, 2020. Refer to Note 11 - Equity for further information. |
2. SUMMARY OF SIGNIFICANT ACC_6
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Summary Of Significant Accounting Policies Details 2Abstract | |||
Income (Loss) from Operations | [1] | $ 4,508,789 | $ (2,083,244) |
Weighted Average Number of Common Shares Outstanding: | |||
Basic | [1] | 16,512,126 | 15,586,258 |
Diluted | [1] | 18,757,509 | 15,586,258 |
Net Income (Loss) Attributable to Common Shareholders Per Share: | |||
Basic | $ 0.27 | $ (.13) | |
Diluted | $ 0.23 | $ (.13) | |
[1] | Share amounts with respect to the common stock and Convertible Series A Preferred Stock have been retroactively restated to reflect the reverse split thereof, which was effected as of the close of business on September 10, 2020. Refer to Note 11 - Equity for further information. |
2. SUMMARY OF SIGNIFICANT ACC_7
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Net Revenue | [1] | $ 25,027,637 | $ 6,347,160 |
United States | |||
Net Revenue | 18,367,000 | 5,002,000 | |
International | |||
Net Revenue | 6,661,000 | 1,345,000 | |
SteraMist Product | |||
Net Revenue | 22,971,000 | 4,999,000 | |
Service & Training | |||
Net Revenue | $ 2,057,000 | $ 1,348,000 | |
[1] | Share amounts with respect to the common stock and Convertible Series A Preferred Stock have been retroactively restated to reflect the reverse split thereof, which was effected as of the close of business on September 10, 2020. Refer to Note 11 - Equity for further information. |
2. SUMMARY OF SIGNIFICANT ACC_8
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Bad Debt Expense | $ 332,027 | $ 32,721 | |
Allowance for Doubtful Accounts | 390,000 | 110,000 | |
Inventory Reserve | 0 | 100,000 | |
Amortization of Capitalized Software Development Costs | [1] | 41,900 | 31,426 |
Warranty Reserve | 68,000 | 30,000 | |
Advertising and Promotional Expenses | 276,000 | 144,000 | |
Research and Development Expenses | [1] | $ 455,046 | $ 340,582 |
Convertible Debentures | |||
Potentially Dilutive Securities | 1,157,406 | ||
Warrant | |||
Potentially Dilutive Securities | 132,500 | 63,750 | |
Options | |||
Potentially Dilutive Securities | 2,155,065 | ||
Series A Preferred | |||
Potentially Dilutive Securities | 63,750 | 77,500 | |
Two Vendors | Accounts Payable | |||
Concentration Risk, Percentage | 32.00% | ||
Two Vendors | Cost of Sales | |||
Concentration Risk, Percentage | 76.00% | ||
One Vendor | Accounts Payable | |||
Concentration Risk, Percentage | 40.00% | ||
One Vendor | Cost of Sales | |||
Concentration Risk, Percentage | 72.00% | ||
[1] | Share amounts with respect to the common stock and Convertible Series A Preferred Stock have been retroactively restated to reflect the reverse split thereof, which was effected as of the close of business on September 10, 2020. Refer to Note 11 - Equity for further information. |
3. INVENTORIES (Details)
3. INVENTORIES (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |||
Finished Goods | $ 3,404,025 | $ 2,364,786 | |
Raw Materials | 377,490 | 50,428 | |
Inventory Reserve | 0 | (100,000) | |
Inventory | [1] | $ 3,781,515 | $ 2,315,214 |
[1] | Share amounts with respect to the common stock and Convertible Series A Preferred Stock have been retroactively restated to reflect the reverse split thereof, which was effected as of the close of business on September 10, 2020. Refer to Note 11 - Equity for further information. |
4. VENDOR DEPOSITS (Details Nar
4. VENDOR DEPOSITS (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Notes to Financial Statements | ||
Vendor Deposits | $ 388,712 | $ 141,052 |
5. PROPERTY AND EQUIPMENT (Deta
5. PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Furniture and Fixtures | $ 357,236 | $ 357,236 | |
Equipment | 1,580,743 | 1,355,014 | |
Vehicles | 60,703 | 60,703 | |
Computer and Software | 203,704 | 166,598 | |
Leasehold Improvements | 386,120 | 362,898 | |
Tenant Improvement Allowance | 405,000 | 405,000 | |
Property and Equipment, Gross | 2,993,507 | 2,707,449 | |
Less: Accumulated Depreciation | 1,695,404 | 1,339,585 | |
Property and Equipment, Net | [1] | $ 1,298,103 | $ 1,367,864 |
[1] | Share amounts with respect to the common stock and Convertible Series A Preferred Stock have been retroactively restated to reflect the reverse split thereof, which was effected as of the close of business on September 10, 2020. Refer to Note 11 - Equity for further information. |
5. PROPERTY AND EQUIPMENT (De_2
5. PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 342,523 | $ 345,687 |
Amortization of Tenant Improvement Allowance | $ 39,194 | $ 39,194 |
6. INTANGIBLE ASSETS AND ASSET
6. INTANGIBLE ASSETS AND ASSET ACQUISITION (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intellectual Property and Patents | $ 3,000,012 | $ 2,906,507 |
Less: Accumulated Amortization | 2,856,991 | 2,479,754 |
Intangible Assets, Net | $ 143,021 | $ 426,753 |
6. INTANGIBLE ASSETS AND ASSE_2
6. INTANGIBLE ASSETS AND ASSET ACQUISITION (Details 1) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Trademarks | $ 579,895 | $ 512,257 | |
Total Intangible Assets, Net | [1] | $ 722,916 | $ 939,010 |
[1] | Share amounts with respect to the common stock and Convertible Series A Preferred Stock have been retroactively restated to reflect the reverse split thereof, which was effected as of the close of business on September 10, 2020. Refer to Note 11 - Equity for further information. |
6. INTANGIBLE ASSETS AND ASSE_3
6. INTANGIBLE ASSETS AND ASSET ACQUISITION (Details 2) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Amortization | ||
2021 | $ 10,000 | |
2022 | 10,000 | |
2023 | 10,000 | |
2024 | 10,000 | |
2025 | 10,000 | |
Thereafter | 93,000 | |
Total | $ 143,021 | $ 426,753 |
6. INTANGIBLE ASSETS AND ASSE_4
6. INTANGIBLE ASSETS AND ASSET ACQUISITION (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 377,237 | $ 370,478 |
7. LEASES (Details)
7. LEASES (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | |
Assets | |||
Operating Lease Right of Use Asset | [1] | $ 631,527 | $ 674,471 |
Liabilities | |||
Current Portion of Long-Term Operating Lease | [1] | 81,223 | 71,510 |
Long-Term Operating Lease, Net of Current Portion | [1] | 953,190 | 1,034,413 |
Total | $ 1,034,413 | $ 1,105,923 | |
[1] | Share amounts with respect to the common stock and Convertible Series A Preferred Stock have been retroactively restated to reflect the reverse split thereof, which was effected as of the close of business on September 10, 2020. Refer to Note 11 - Equity for further information. |
7. LEASES (Details 1)
7. LEASES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating Lease Expense | $ 157,315 | $ 157,315 |
7. LEASES (Details 2)
7. LEASES (Details 2) | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Weighted-Average Remaining Lease Term: Operating Leases | 8 years 3 months | 9 years 3 months |
Discount Rate: Operating Leases | 7.00% | 7.00% |
7. LEASES (Details 3)
7. LEASES (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Cash Paid for Amounts Included in the Measurement of Lease Liabilities | $ 146,688 | $ 65,753 |
7. LEASES (Details 4)
7. LEASES (Details 4) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
December 31, 2021 | $ 151,088 | ||
December 31, 2022 | 155,621 | ||
December 31, 2023 | 160,290 | ||
December 31, 2024 | 165,098 | ||
December 31, 2025 | 170,051 | ||
Thereafter | 575,131 | ||
Total Minimum Lease Payments | 1,377,280 | ||
Less: Interest | 342,867 | ||
Present Value of Lease Obligations | 1,034,413 | $ 1,105,923 | |
Less: Current Portion | [1] | 81,223 | 71,510 |
Long-Term Operating Lease, Net of Current Portion | [1] | $ 953,190 | $ 1,034,413 |
[1] | Share amounts with respect to the common stock and Convertible Series A Preferred Stock have been retroactively restated to reflect the reverse split thereof, which was effected as of the close of business on September 10, 2020. Refer to Note 11 - Equity for further information. |
8. CAPITALIZED SOFTWARE DEVEL_3
8. CAPITALIZED SOFTWARE DEVELOPMENT COSTS (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Capitalized Software Development Costs Details Usd Abstract | ||
Capitalized Software Development Costs, Gross | $ 125,704 | $ 125,704 |
Less: Accumulated Amortization | (73,327) | (31,426) |
Capitalized Software Development Costs, Net | $ 52,377 | $ 94,278 |
8. CAPITALIZED SOFTWARE DEVEL_4
8. CAPITALIZED SOFTWARE DEVELOPMENT COSTS (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Capitalized Computer Software, Net [Abstract] | |||
Amortization of Capitalized Software Development Costs | [1] | $ 41,900 | $ 31,426 |
[1] | Share amounts with respect to the common stock and Convertible Series A Preferred Stock have been retroactively restated to reflect the reverse split thereof, which was effected as of the close of business on September 10, 2020. Refer to Note 11 - Equity for further information. |
10. CONVERTIBLE DEBT (Details)
10. CONVERTIBLE DEBT (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
Convertible Notes | $ 0 | $ 5,000,000 |
Initial Discount | 0 | (53,873) |
Accumulated Amortization | 0 | 53,873 |
Convertible Notes, Net | $ 0 | $ 5,000,000 |
10. CONVERTIBLE DEBT (Details N
10. CONVERTIBLE DEBT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Interest Expense | $ 40,689 | $ 200,000 |
Expected Dividend Yield | 0.00% | |
Remaining Term (Years) | 3 years | |
Amortization Expense | $ 0 | $ 17,534 |
Minimum | ||
Expected Volatility | 104.06% | |
Risk-Free Rate | 1.49% | |
Maximum | ||
Expected Volatility | 111.54% | |
Risk-Free Rate | 1.59% |
11. SHAREHOLDERS' EQUITY (Detai
11. SHAREHOLDERS' EQUITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Options | ||
Outstanding, Ending Balance | 132,500 | |
Warrant | ||
Number of Options | ||
Outstanding, Beginning Balance | 77,500 | 40,000 |
Granted | 62,500 | 37,500 |
Exercised | (2,500) | 0 |
Expired | (5,000) | 0 |
Outstanding, Ending Balance | 132,500 | 77,500 |
Weighted Average Exercise Price | ||
Outstanding, Beginning Balance | $ 2.56 | $ 4.16 |
Granted | 3.96 | .88 |
Exercised | .40 | .00 |
Expired | 16.80 | .00 |
Outstanding, Ending Balance | $ 2.72 | $ 2.56 |
11. SHAREHOLDERS' EQUITY (Det_2
11. SHAREHOLDERS' EQUITY (Details 1) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Outstanding Options | 132,500 |
Average Weighted Remaining Contractual Life in Years, Outstanding | 3 years 10 months 20 days |
Exercisable Options | 132,500 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 2.72 |
$0.80 | |
Outstanding Options | 27,500 |
Average Weighted Remaining Contractual Life in Years, Outstanding | 4 years 1 month 6 days |
Exercisable Options | 27,500 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ .80 |
$0.88 | |
Outstanding Options | 31,250 |
Average Weighted Remaining Contractual Life in Years, Outstanding | 3 years 4 days |
Exercisable Options | 31,250 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ .88 |
$0.96 | |
Outstanding Options | 25,000 |
Average Weighted Remaining Contractual Life in Years, Outstanding | 3 years 7 days |
Exercisable Options | 25,000 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ .96 |
$2.16 | |
Outstanding Options | 5,000 |
Average Weighted Remaining Contractual Life in Years, Outstanding | 4 years 4 days |
Exercisable Options | 5,000 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 2.16 |
$4.40 | |
Outstanding Options | 12,500 |
Average Weighted Remaining Contractual Life in Years, Outstanding | 5 years 1 month 6 days |
Exercisable Options | 12,500 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 4.40 |
$7.06 | |
Outstanding Options | 31,250 |
Average Weighted Remaining Contractual Life in Years, Outstanding | 4 years 9 months |
Exercisable Options | 31,250 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 7.06 |
11. SHAREHOLDERS' EQUITY (Det_3
11. SHAREHOLDERS' EQUITY (Details 2) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Shareholders' Equity: | ||
Outstanding, Beginning Balance | 2,155,065 | 3,318,826 |
Granted | 585,447 | 162,500 |
Exercised | (76,796) | 0 |
Expired | (614,583) | (1,326,261) |
Outstanding, Ending Balance | 2,049,133 | 2,155,065 |
Weighted Average Exercise Price | ||
Outstanding, Beginning Balance | $ 3.12 | $ 2.72 |
Granted | 4.97 | .88 |
Exercised | (2.77) | (.00) |
Expired | (6.40) | (1.84) |
Outstanding, Ending Balance | $ 2.55 | $ 3.12 |
11. SHAREHOLDERS' EQUITY (Det_4
11. SHAREHOLDERS' EQUITY (Details 3) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Outstanding Warrants | 2,049,133 | 2,155,065 | 3,318,826 |
Average Weighted Remaining Contractual Life in Years, Outstanding | 3 years 3 months 22 days | ||
Exercisable Warrants | 2,049,133 | ||
Weighted Average Exercise Price, Exercisable | $ 2.55 | ||
$ 0.64 | |||
Outstanding Warrants | 31,250 | ||
Average Weighted Remaining Contractual Life in Years, Outstanding | 2 years 10 months 2 days | ||
Exercisable Warrants | 31,250 | ||
Weighted Average Exercise Price, Exercisable | $ 0.64 | ||
$ 0.80 | |||
Outstanding Warrants | 158,125 | ||
Average Weighted Remaining Contractual Life in Years, Outstanding | 2 years 9 months 4 days | ||
Exercisable Warrants | 158,125 | ||
Weighted Average Exercise Price, Exercisable | $ 0.80 | ||
$ 0.96 | |||
Outstanding Warrants | 473,958 | ||
Average Weighted Remaining Contractual Life in Years, Outstanding | 1 year 11 months 16 days | ||
Exercisable Warrants | 473,958 | ||
Weighted Average Exercise Price, Exercisable | $ 0.96 | ||
$ 1.12 | |||
Outstanding Warrants | 6,250 | ||
Average Weighted Remaining Contractual Life in Years, Outstanding | 3 years 3 months 18 days | ||
Exercisable Warrants | 6,250 | ||
Weighted Average Exercise Price, Exercisable | $ 1.12 | ||
$ 1.20 | |||
Outstanding Warrants | 175,000 | ||
Average Weighted Remaining Contractual Life in Years, Outstanding | 3 years 1 month 17 days | ||
Exercisable Warrants | 175,000 | ||
Weighted Average Exercise Price, Exercisable | $ 1.20 | ||
$ 1.36 | |||
Outstanding Warrants | 1,250 | ||
Average Weighted Remaining Contractual Life in Years, Outstanding | 1 year 9 months 25 days | ||
Exercisable Warrants | 1,250 | ||
Weighted Average Exercise Price, Exercisable | $ 1.36 | ||
$ 2.16 | |||
Outstanding Warrants | 31,250 | ||
Average Weighted Remaining Contractual Life in Years, Outstanding | 1 year | ||
Exercisable Warrants | 31,250 | ||
Weighted Average Exercise Price, Exercisable | $ 2.16 | ||
$ 2.32 | |||
Outstanding Warrants | 523,061 | ||
Average Weighted Remaining Contractual Life in Years, Outstanding | 1 year 1 month 28 days | ||
Exercisable Warrants | 523,061 | ||
Weighted Average Exercise Price, Exercisable | $ 2.32 | ||
$ 2.40 | |||
Outstanding Warrants | 137,500 | ||
Average Weighted Remaining Contractual Life in Years, Outstanding | 1 month 20 days | ||
Exercisable Warrants | 137,500 | ||
Weighted Average Exercise Price, Exercisable | $ 2.40 | ||
$ 2.56 | |||
Outstanding Warrants | 31,250 | ||
Average Weighted Remaining Contractual Life in Years, Outstanding | 9 months | ||
Exercisable Warrants | 31,250 | ||
Weighted Average Exercise Price, Exercisable | $ 2.56 | ||
$ 3.36 | |||
Outstanding Warrants | 31,250 | ||
Average Weighted Remaining Contractual Life in Years, Outstanding | 6 months | ||
Exercisable Warrants | 31,250 | ||
Weighted Average Exercise Price, Exercisable | $ 3.36 | ||
$ 4.00 | |||
Outstanding Warrants | 60,000 | ||
Average Weighted Remaining Contractual Life in Years, Outstanding | 4 years 7 months 6 days | ||
Exercisable Warrants | 60,000 | ||
Weighted Average Exercise Price, Exercisable | $ 4 | ||
$ 4.40 | |||
Outstanding Warrants | 12,500 | ||
Average Weighted Remaining Contractual Life in Years, Outstanding | 1 month 2 days | ||
Exercisable Warrants | 12,500 | ||
Weighted Average Exercise Price, Exercisable | $ 4.40 | ||
$ 6.95 | |||
Outstanding Warrants | 375,000 | ||
Average Weighted Remaining Contractual Life in Years, Outstanding | 9 years 9 months | ||
Exercisable Warrants | 375,000 | ||
Weighted Average Exercise Price, Exercisable | $ 6.95 | ||
$ 8.40 | |||
Outstanding Warrants | 1,488 | ||
Average Weighted Remaining Contractual Life in Years, Outstanding | 2 years 7 months 17 days | ||
Exercisable Warrants | 1,488 | ||
Weighted Average Exercise Price, Exercisable | $ 8.40 |
11. SHAREHOLDERS' EQUITY (Det_5
11. SHAREHOLDERS' EQUITY (Details Narrative) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Series A Preferred Stock | ||
Cumulative Convertible Preferred Stock, Par Value | $ 0.01 | $ 0.01 |
Cumulative Convertible Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Cumulative Convertible Preferred Stock, Shares Issued | 63,750 | 63,750 |
Cumulative Convertible Preferred Stock, Shares Outstanding | 63,750 | 63,750 |
Series B Preferred Stock | ||
Cumulative Convertible Preferred Stock, Par Value | $ 1,000 | $ 1,000 |
Cumulative Convertible Preferred Stock, Shares Authorized | 4,000 | 4,000 |
Cumulative Convertible Preferred Stock, Shares Issued | 0 | 0 |
Cumulative Convertible Preferred Stock, Shares Outstanding | 0 | 0 |
Cumulative Convertible Preferred Stock, Dividend Percentage | 7.50% | 7.50% |
13. CONTRACTS AND AGREEMENTS (D
13. CONTRACTS AND AGREEMENTS (Details) | Dec. 31, 2020USD ($) |
Contracts And Agreements | |
December 31, 2021 | $ 18,000 |
December 31, 2022 | 30,000 |
December 31, 2023 | 30,000 |
December 31, 2024 | 30,000 |
December 31, 2025 | 15,000 |
Total Minimum Payments | $ 123,000 |
14. ACCRUED EXPENSES AND OTHE_3
14. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | |
Other Liabilities, Current [Abstract] | |||
Commissions | $ 151,709 | $ 112,102 | |
Payroll and Related Costs | 84,000 | 167,689 | |
Director Fees | 41,250 | 41,250 | |
Sales Tax Payable | 9,784 | 21,814 | |
Income Taxes Payable (Note 17) | 77,000 | 0 | |
Accrued Warranty (Note 15) | 68,000 | 30,000 | |
Other Accrued Expenses | 70,106 | 77,257 | |
Total | [1] | $ 501,849 | $ 450,112 |
[1] | Share amounts with respect to the common stock and Convertible Series A Preferred Stock have been retroactively restated to reflect the reverse split thereof, which was effected as of the close of business on September 10, 2020. Refer to Note 11 - Equity for further information. |
15. ACCRUED WARRANTY (Details)
15. ACCRUED WARRANTY (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accrued Warranty | ||
Accrued Warranty Costs, Beginning Balance | $ 30,000 | $ 30,000 |
Provision for Product Warranty Expense | 101,041 | 2,609 |
Settlement of Warranty Claims | (63,041) | (2,609) |
Accrued Warranty Costs, Ending Balance | $ 68,000 | $ 30,000 |
16. LOAN PAYABLE (Details Narra
16. LOAN PAYABLE (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Loans Payable [Abstract] | |
Interest Expense | $ 2,849 |
17. INCOME TAXES (Details)
17. INCOME TAXES (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Current: | |||
Federal | $ 0 | $ 0 | |
State | 77,000 | ||
Foreign | 0 | 0 | |
Total | 77,000 | 0 | |
Deferred: | |||
Federal | 0 | 0 | |
State | 0 | 0 | |
Foreign | 0 | 0 | |
Total | 0 | 0 | |
Provision for Income Taxes | [1] | $ 77,000 | $ 0 |
[1] | Share amounts with respect to the common stock and Convertible Series A Preferred Stock have been retroactively restated to reflect the reverse split thereof, which was effected as of the close of business on September 10, 2020. Refer to Note 11 - Equity for further information. |
17. INCOME TAXES (Details 1)
17. INCOME TAXES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
United States | $ 4,468,166 | $ (2,297,733) |
Foreign | 0 | 0 |
Total | $ 4,468,166 | $ (2,297,733) |
17. INCOME TAXES (Details 2)
17. INCOME TAXES (Details 2) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Income Tax Disclosure [Abstract] | |||
Income (Loss) Before Income Tax | $ 4,468,166 | $ (2,297,733) | |
US statutory Corporate Income Tax Rate | 28.00% | 28.00% | |
Income Tax Expense Computed at US Statutory Corporate Income Tax Rate | $ 1,251,086 | $ (643,365) | |
Reconciling items: | |||
Change in Valuation Allowance on Deferred Tax Assets | (2,050,485) | 620,817 | |
Provision to Prior Year Tax Return | 0 | 6,991 | |
Incentive Stock Options and Warrants | 876,676 | 31,982 | |
Amortized Debt Discount | 0 | 4,910 | |
Meals and Entertainment | 1,300 | 2,005 | |
Other | (1,577) | (23,340) | |
Provision for Income Taxes | [1] | $ 77,000 | $ 0 |
[1] | Share amounts with respect to the common stock and Convertible Series A Preferred Stock have been retroactively restated to reflect the reverse split thereof, which was effected as of the close of business on September 10, 2020. Refer to Note 11 - Equity for further information. |
17. INCOME TAXES (Details 3)
17. INCOME TAXES (Details 3) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Reserve for Bad Debt | $ 109,000 | $ 31,000 |
Inventory Reserve | 0 | 28,000 |
Accrued Vacation | 82,000 | 92,000 |
Warranty Reserve | 19,000 | 8,000 |
Intangible Assets | 412,000 | 381,000 |
Operating Lease Right-of-use Liabilities | 290,000 | 310,000 |
Net Operating Losses | 3,100,000 | 5,223,000 |
Valuation Allowance | (3,530,000) | (5,580,000) |
Deferred Tax Assets | 482,000 | 493,000 |
Deferred tax liabilities: | ||
Operating Lease Right-of-use Assets | (290,000) | (302,000) |
Property Plant and Equipment | (192,000) | (191,000) |
Deferred Tax Liabilities | (482,000) | (493,000) |
Net Deferred Tax Assets and Liabilities | $ 0 | $ 0 |
17. INCOME TAXES (Details Narra
17. INCOME TAXES (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net Operating Loss Carryforwards | $ 11,465,000 | $ 9,596,000 |
State Net Operating Loss Carryforwards | $ 9,663,000 | $ 16,463,000 |
18. CUSTOMER CONCENTRATION (Det
18. CUSTOMER CONCENTRATION (Details Narrative) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Three Customers | Accounts Receivable | ||
Concentration Risk Percentage | 36.00% | 37.00% |