Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 04, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | IMMUCELL CORP /DE/ | |
Entity Central Index Key | 0000811641 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | DE | |
Entity File Number | 001-12934 | |
Entity Common Stock, Shares Outstanding | 7,212,919 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 6,202,663 | $ 6,293,293 |
Short-term investments | 1,992,098 | 2,480,753 |
Trade accounts receivable, net | 982,847 | 1,637,165 |
Inventory | 1,893,404 | 2,518,256 |
Prepaid expenses and other current assets | 251,843 | 259,566 |
Total current assets | 11,322,855 | 13,189,033 |
PROPERTY, PLANT AND EQUIPMENT, net | 26,433,359 | 25,265,738 |
RESTRICTED CASH | 1,401,090 | |
OPERATING LEASE RIGHT-OF-USE ASSET | 1,278,945 | |
INTANGIBLE ASSETS, net | 105,072 | 114,624 |
GOODWILL | 95,557 | 95,557 |
OTHER ASSETS | 23,704 | 26,884 |
TOTAL ASSETS | 40,660,582 | 38,691,836 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 1,236,648 | 1,220,566 |
Current portion of debt obligations | 1,044,967 | 1,274,790 |
Current portion of operating lease liability | 94,404 | |
Total current liabilities | 2,376,019 | 2,495,356 |
LONG-TERM LIABILITIES: | ||
Debt obligations, net of current portion | 8,812,950 | 7,146,676 |
Operating lease liability, net of current portion | 1,190,461 | |
Interest rate swaps | 58,526 | |
Total long-term liabilities | 10,003,411 | 7,205,202 |
TOTAL LIABILITIES | 12,379,430 | 9,700,558 |
CONTINGENT LIABILITIES AND COMMITMENTS (See Note 11) | ||
STOCKHOLDERS' EQUITY: | ||
Common stock, $0.10 par value per share, 15,000,000 and 11,000,000 shares authorized, 7,299,009 shares issued and 7,212,919 shares outstanding, as of June 30, 2020 and December 31, 2019, respectively | 729,901 | 729,901 |
Additional paid-in capital | 31,265,931 | 31,131,893 |
Accumulated deficit | (3,526,344) | (2,638,285) |
Treasury stock, at cost, 86,090 shares as of June 30, 2020 and December 31, 2019 | (188,336) | (188,336) |
Accumulated other comprehensive loss | (43,895) | |
Total stockholders' equity | 28,281,152 | 28,991,278 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 40,660,582 | $ 38,691,836 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Common stock, shares authorized | 15,000,000 | 11,000,000 |
Common stock, shares issued | 7,299,009 | 7,299,009 |
Common stock, shares outstanding | 7,212,919 | 7,212,919 |
Treasury stock, shares | 86,090 | 86,090 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Product sales | $ 2,965,953 | $ 2,709,920 | $ 7,876,341 | $ 7,120,481 |
Costs of goods sold | 1,682,717 | 1,461,113 | 4,357,002 | 3,670,203 |
Gross margin | 1,283,236 | 1,248,807 | 3,519,339 | 3,450,278 |
Product development expenses | 1,086,627 | 820,051 | 2,061,054 | 1,730,420 |
Sales and marketing expenses | 465,524 | 523,776 | 1,048,421 | 1,130,880 |
Administrative expenses | 422,354 | 451,912 | 904,255 | 870,605 |
Operating expenses | 1,974,505 | 1,795,739 | 4,013,730 | 3,731,905 |
NET OPERATING LOSS | (691,269) | (546,932) | (494,391) | (281,627) |
Other expenses, net | 74,524 | 64,891 | 408,300 | 176,617 |
LOSS BEFORE INCOME TAXES | (765,793) | (611,823) | (902,691) | (458,244) |
Income tax expense (benefit) | 15,333 | (14,632) | 24,356 | |
NET LOSS | $ (765,793) | $ (627,156) | $ (888,059) | $ (482,600) |
Basic weighted average common shares outstanding | 7,212,919 | 7,209,595 | 7,212,919 | 6,421,428 |
Basic net loss per share | $ (0.11) | $ (0.09) | $ (0.12) | $ (0.08) |
Diluted weighted average common shares outstanding | 7,212,919 | 7,209,595 | 7,212,919 | 6,421,428 |
Diluted net loss per share | $ (0.11) | $ (0.09) | $ (0.12) | $ (0.08) |
Statements of Comprehensive Los
Statements of Comprehensive Loss - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (765,793) | $ (627,156) | $ (888,059) | $ (482,600) |
Other comprehensive (loss) income: | ||||
Interest rate swaps, before taxes | (61,333) | 58,527 | (97,425) | |
Income tax applicable to interest rate swaps | 15,333 | (14,632) | 24,356 | |
Other comprehensive (loss) income, net of taxes | (46,000) | 43,895 | (73,069) | |
Total comprehensive loss | $ (765,793) | $ (673,156) | $ (844,164) | $ (555,669) |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Unaudited) - USD ($) | Common Stock | Additional paid-in capital | Accumulated Deficit | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Total |
Balance at Dec. 31, 2018 | $ 566,265 | $ 22,695,557 | $ (1,342,698) | $ (204,947) | $ 30,157 | $ 21,744,334 |
Balance, Shares at Dec. 31, 2018 | 5,662,645 | 93,683 | ||||
Net loss | (482,600) | (482,600) | ||||
Other comprehensive (loss) income, net of taxes | (73,069) | (73,069) | ||||
Public offering of common stock, net of $696,566 of offering costs | $ 163,636 | 8,139,800 | 8,303,436 | |||
Public offering of common stock, net of $696,566 of offering costs, Shares | 1,636,364 | |||||
Exercise of stock options | (9,337) | $ 9,339 | 2 | |||
Exercise of stock options, Shares | (4,269) | |||||
Stock-based compensation | 152,916 | 152,916 | ||||
Balance at Jun. 30, 2019 | $ 729,901 | 30,978,936 | (1,825,298) | $ (195,608) | (42,912) | 29,645,019 |
Balance, Shares at Jun. 30, 2019 | 7,299,009 | 89,414 | ||||
Balance at Mar. 31, 2019 | $ 729,901 | 30,908,855 | (1,198,142) | $ (195,608) | 3,088 | 30,248,094 |
Balance, Shares at Mar. 31, 2019 | 7,299,009 | 89,414 | ||||
Net loss | (627,156) | (627,156) | ||||
Other comprehensive (loss) income, net of taxes | (46,000) | (46,000) | ||||
Stock-based compensation | 70,081 | 70,081 | ||||
Balance at Jun. 30, 2019 | $ 729,901 | 30,978,936 | (1,825,298) | $ (195,608) | (42,912) | 29,645,019 |
Balance, Shares at Jun. 30, 2019 | 7,299,009 | 89,414 | ||||
Balance at Dec. 31, 2019 | $ 729,901 | 31,131,893 | (2,638,285) | $ (188,336) | (43,895) | 28,991,278 |
Balance, Shares at Dec. 31, 2019 | 7,299,009 | 86,090 | ||||
Net loss | (888,059) | (888,059) | ||||
Other comprehensive (loss) income, net of taxes | 43,895 | 43,895 | ||||
Stock-based compensation | 134,038 | 134,038 | ||||
Balance at Jun. 30, 2020 | $ 729,901 | 31,265,931 | (3,526,344) | $ (188,336) | 28,281,152 | |
Balance, Shares at Jun. 30, 2020 | 7,299,009 | 86,090 | ||||
Balance at Mar. 31, 2020 | $ 729,901 | 31,209,297 | (2,760,551) | $ (188,336) | 28,990,311 | |
Balance, Shares at Mar. 31, 2020 | 7,299,009 | 86,090 | ||||
Net loss | (765,793) | (765,793) | ||||
Stock-based compensation | 56,634 | 56,634 | ||||
Balance at Jun. 30, 2020 | $ 729,901 | $ 31,265,931 | $ (3,526,344) | $ (188,336) | $ 28,281,152 | |
Balance, Shares at Jun. 30, 2020 | 7,299,009 | 86,090 |
Statements of Stockholders' E_2
Statements of Stockholders' Equity (Parenthetical) (Unaudited) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Common stock, public offering costs | $ 696,566 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (888,059) | $ (482,600) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation | 1,123,382 | 1,128,327 | |
Amortization of intangible assets | 9,552 | 9,552 | |
Amortization and write-off of debt issuance costs | 99,513 | 8,488 | |
Deferred income taxes | (14,632) | 24,356 | |
Stock-based compensation | 134,038 | 152,916 | |
Loss on disposal of fixed assets | 3,266 | ||
Non-cash rent expense | 5,920 | ||
Changes in: | |||
Trade accounts receivable, gross | 654,318 | 805 | |
Accrued interest income | 27,655 | (38,329) | |
Inventory | 624,852 | (160,723) | |
Prepaid expenses and other current assets | 7,723 | (21,776) | |
Other assets | 3,180 | 5,985 | |
Accounts payable and accrued expenses | 35,949 | (280,462) | |
Net cash provided by operating activities | 1,826,657 | 346,539 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchase of property, plant and equipment | (2,314,736) | (300,136) | |
Maturities (purchases) of investments | 461,000 | (8,637,000) | |
Proceeds from sale of fixed assets | 600 | ||
Payment of contingent royalties related to 2016 acquisition | (8,914) | ||
Net cash used for investing activities | (1,853,136) | (8,946,050) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from public offering, net | 8,303,436 | ||
Proceeds from debt issuance | 10,037,700 | ||
Line of credit repayment | (500,000) | ||
Debt principal repayments | (8,660,972) | (428,961) | |
Payments of debt issuance costs | (39,789) | ||
Proceeds from exercise of stock options | 2 | ||
Net cash provided by financing activities | 1,336,939 | 7,374,477 | |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 1,310,460 | (1,225,034) | |
BEGINNING CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 6,293,293 | 2,521,050 | |
ENDING CASH, CASH EQUIVALENTS AND RESTRICTED CASH | [1] | 7,603,753 | 1,296,016 |
CASH PAID FOR: | |||
Income taxes | 4,700 | 4,700 | |
Interest expense | 332,916 | 220,178 | |
NON-CASH ACTIVITIES: | |||
Change in capital expenditures included in accounts payable and accrued expenses | 150,358 | (69,486) | |
Net change in fair value of interest rate swaps, net of taxes | (43,895) | 73,069 | |
Fixed asset disposals, gross | 21,611 | 6,394 | |
Operating lease right-of-use asset and operating lease liability | 1,318,945 | ||
Cash and cash equivalents | 6,202,663 | 1,296,016 | |
Restricted cash | 1,401,090 | ||
Cash, cash equivalents and restricted cash | [1] | $ 7,603,753 | $ 1,296,016 |
[1] | This amount does not include $1,992,098 and $8,675,329 of short-term investments as of June 30, 2020 and 2019, respectively. |
Statements of Cash Flows (Paren
Statements of Cash Flows (Parenthetical) (Unaudited) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 |
Statement of Cash Flows [Abstract] | |||
Short-term investments | $ 1,992,098 | $ 2,480,753 | $ 8,675,329 |
Business Operations
Business Operations | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS OPERATIONS | 1. BUSINESS OPERATIONS ImmuCell Corporation (the "Company", "we", "us", "our") was originally incorporated in Maine in 1982 and reincorporated in Delaware in 1987, in conjunction with our initial public offering of common stock. We are an animal health company whose purpose is to create scientifically-proven and practical products that improve the health and productivity of dairy and beef cattle. We manufacture and market the First Defense ® Immediate Immunity™ Re-Tain™ |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Presentation We have prepared the accompanying unaudited financial statements reflecting all adjustments (which are of a normal recurring nature) that are, in our opinion, necessary in order to ensure that the financial statements are not misleading. We follow accounting standards set by the Financial Accounting Standards Board (FASB). The FASB sets generally accepted accounting principles (GAAP) that we follow to ensure we consistently report our financial condition, results of operations, earnings per share and cash flows. References to GAAP in these footnotes are to the FASB Accounting Standards Codification (b) Cash, Cash Equivalents and Short-Term Investments We consider all highly liquid investment instruments that mature within three months of their purchase dates to be cash equivalents. Cash equivalents are principally invested in securities backed by the U.S. government. Certain cash balances in excess of Federal Deposit Insurance Corporation (FDIC) limits of $250,000 per financial institution per depositor are maintained in money market accounts at financial institutions that are secured, in part, by the Securities Investor Protection Corporation. Amounts in excess of these FDIC limits per bank that are not invested in securities backed by the U.S. government aggregated $0 and $5,792,993 as of June 30, 2020 and December 31, 2019, respectively. Short-term investments are classified as held to maturity and are comprised of certificates of deposit that mature in more than three months from their purchase dates and not more than twelve months from the balance sheet date. Short-term investments are held at different financial institutions that are insured by the FDIC, within the FDIC limits per financial institution. We account for investments in marketable securities in accordance with Codification Topic 320, Investments — Debt and Equity Securities (c) Trade Accounts Receivable, net Accounts receivable are carried at the original invoice amount less an estimate made for doubtful collection when applicable. Management determines the allowance for doubtful accounts on a monthly basis by identifying troubled accounts and by using historical experience applied to an aging of accounts. Accounts receivable are considered to be past due if a portion of the receivable balance is outstanding for more than 30 days. Past due accounts receivable are subject to an interest charge. Accounts receivable are written off when deemed uncollectible. The amount of accounts receivable written off during all periods reported was immaterial. Recoveries of accounts receivable previously written off are recorded as income when received. As of June 30, 2020 and December 31, 2019, we determined that no allowance for doubtful accounts was necessary. See Note 4. (d) Inventory Inventory includes raw materials, work-in-process and finished goods and is recorded at the lower of cost, on the first-in, first-out method, or net realizable value (determined as the estimated selling price in the normal course of business, less reasonably predictable costs of completion, disposal and transportation). Work-in-process and finished goods inventories include materials, labor and manufacturing overhead. At each balance sheet date, we evaluate our ending inventories for excess quantities and obsolescence. Inventories that we consider excess or obsolete are written down to estimated net realizable value. Once inventory is written down and a new cost basis is established, it is not written back up if demand increases. We believe that supplies and raw materials for the production of our products are available from more than one vendor or farm. Our policy is to maintain more than one source of supply for the components used in our products when feasible. See Note 5. (e) Property, Plant and Equipment, net We depreciate property, plant and equipment on the straight-line method by charges to operations and costs of goods sold in amounts estimated to expense the cost of the assets from the date they are first put into service to the end of the estimated useful lives of the assets. The facility we have constructed to produce the Nisin Drug Substance for Re-Tain™ First Defense ® (f) Intangible Assets and Goodwill We amortize intangible assets on the straight-line method by charges to costs of goods sold in amounts estimated to expense the cost of the assets from the date they are first put into service to the end of the estimated useful lives of the assets. We have recorded intangible assets related to customer relationships, non-compete agreements and developed technology, each with defined useful lives. We have classified as goodwill the amounts paid in excess of fair value of the net assets (including tax attributes) acquired in purchase transactions. We assess the impairment of intangible assets and goodwill that have indefinite lives at the reporting unit level on an annual basis (as of December 31 st (g) Fair Value Measurements In determining fair value measurements, we follow the provisions of Codification Topic 820, Fair Value Measurements and Disclosures Level 1 — Pricing inputs are quoted prices available in active markets for identical assets or liabilities as of the measurement date. Level 2 — Pricing inputs are quoted prices for similar assets or liabilities, or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data. Level 3 — Pricing inputs are unobservable for the assets or liabilities, that is, inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level of an asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment. From time to time, we also hold money market mutual funds in a brokerage account, which are classified as cash equivalents and measured at fair value. The fair value of these investments is based on their closing published net asset value. We assess the levels of the investments at each measurement date, and transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfer in accordance with our accounting policy regarding the recognition of transfers between levels of the fair value hierarchy. During the six-month periods ended June 30, 2020 and 2019, there were no transfers between levels. As of June 30, 2020 and December 31, 2019, our Level 1 assets measured at fair value by quoted prices in active markets consisted of bank savings accounts and money market funds. As of June 30, 2020 and December 31, 2019 our bank certificates of deposit were classified as Level 2 and were measured by other significant observable inputs. As of December 31, 2019, our interest rate swaps were classified as Level 2 and were measured by observable market data in combination with expected cash flows for each instrument. There were no assets or liabilities measured at fair value on a nonrecurring basis as of June 30, 2020 or December 31, 2019. As of June 30, 2020 Level 1 Level 2 Level 3 Total Assets: Cash and money market accounts $ 6,202,663 $ — $ — $ 6,202,663 Bank certificates of deposit — 1,992,098 — 1,992,098 Total $ 6,202,663 $ 1,992,098 $ — $ 8,194,761 As of December 31, 2019 Level 1 Level 2 Level 3 Total Assets: Cash and money market accounts $ 6,293,293 $ — $ — $ 6,293,293 Bank certificates of deposit — 2,480,753 — 2,480,753 Liabilities: Interest rate swaps — (58,526 ) — (58,526 ) Total, net $ 6,293,293 $ 2,422,227 $ — $ 8,715,520 (h) Valuation of Long-Lived Assets We periodically evaluate our long-lived assets, consisting principally of fixed assets, operating lease right-of-use asset and amortizable intangible assets, for potential impairment. In accordance with the applicable accounting guidance for the treatment of long-lived assets, we review the carrying value of our long-lived assets or asset group that is held and used, including intangible assets subject to amortization, for impairment whenever events and circumstances indicate that the carrying value of the assets may not be recoverable. Under the held for use approach, the asset or asset group to be tested for impairment should represent the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. We evaluate our long-lived assets whenever events or circumstances suggest that the carrying amount of an asset or group of assets may not be recoverable. No impairment was recognized during the six-month period ended June 30, 2020 or the year ended December 31, 2019. (i) Concentration of Risk Concentration of credit risk with respect to accounts receivable is principally limited to certain customers to whom we make substantial sales. To reduce risk, we routinely assess the financial strength of our customers and, as a consequence, believe that our accounts receivable credit risk exposure is limited. We maintain an allowance for potential credit losses when deemed necessary, but historically we have not experienced significant credit losses related to an individual customer or groups of customers in any particular industry or geographic area. Sales to significant customers that amounted to 10% or more of total product sales are detailed in the following table: During the Three-Month Periods Ended June 30, During the Six-Month Periods Ended June 30, 2020 2019 2020 2019 Company A 39 % 46 % 38 % 44 % Company B 30 % 23 % 31 % 26 % Company C * 10 % 11 % * * Amount is less than 10%. Trade accounts receivable due from significant customers amounted to the percentages of total trade accounts receivable as detailed in the following table: As of As of Company A 42 % 28 % Company B 29 % 48 % (j) Revenue Recognition We recognize revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers (k) Expense Recognition We do not incur costs in connection with product sales to customers that are eligible for capitalization. Advertising costs are expensed when incurred, which is generally during the month in which the advertisement is published. Advertising expenses amounted to $5,960 and $9,816 during the three-month periods ended June 30, 2020 and 2019, respectively, and $24,487 and $40,623 during the six-month periods ended June 30, 2020 and 2019, respectively. All product development expenses are expensed as incurred, as are all related patent costs. We capitalize costs to produce inventory during the production cycle, and these costs are charged to costs of goods sold when the inventory is sold to a customer. Adoption of the amended provisions of ASC 340-40 did not have a material impact on our financial statements. (l) Income Taxes We account for income taxes in accordance with Codification Topic 740, Income Taxes Codification Topic 740-10 clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position must meet before being recognized in the financial statements. In the ordinary course of business, there are transactions and calculations where the ultimate tax outcome is uncertain. In addition, we are subject to periodic audits and examinations by the Internal Revenue Service and other taxing authorities. With few exceptions, we are no longer subject to income tax examinations by tax authorities for years before 2016. We have evaluated the positions taken on our filed tax returns. We have concluded that no uncertain tax positions existed as of June 30, 2020 or December 31, 2019. Although we believe that our estimates are reasonable, actual results could differ from these estimates. See Note 16. (m) Stock-Based Compensation We account for stock-based compensation in accordance with Codification Topic 718, Compensation-Stock Compensation (n) Net (Loss) Income Per Common Share Net income (loss) per common share has been computed in accordance with Codification Topic 260-10, Earnings Per Share. (o) Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Although we regularly assess these estimates, actual amounts could differ from those estimates and are subject to change in the near term. Changes in estimates are recorded during the period in which they become known. Significant estimates include our inventory valuation, valuation of goodwill and long-lived assets, valuation of deferred tax assets, accrued expenses, costs of goods sold and useful lives of intangible assets. (p) New Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Codification improvements to Topic 842, Leases. Topic 842, Leases - Targeted improvements. First Defense ® product line with a Possession Date of November 15, 2019 and a Commencement Date of February 13, 2020 has been accounted for in accordance with Topic 842 beginning during the first quarter of 2020. The only material lease pursuant to which we are the lessee is comprised of real estate property. All leases are classified as operating leases, and therefore, were previously not recognized on our balance sheets. With the adoption of Topic 842, operating lease agreements are required to be recognized on our balance sheets as a right-of-use asset with a corresponding lease liability. If at a lease inception date or at some later date during the term of a lease, we consider the exercising of a renewal option to be reasonably certain, we would include the extended term in the calculation of the ROU asset and lease liability. Regarding the discount rate, Topic 842 requires the use of the rate implicit in the lease whenever this rate is readily determinable. As this rate is rarely determinable, we utilize our incremental borrowing rate at lease inception, on a collateralized basis, over a similar term. See Note 12. We elected the following practical expedients in conjunction with implementation of Topic 842: ● Inclusion of both the lease and non-lease components for all classes of underlying assets as a single component. ● Election to exclude short-term lease (i.e., lease with initial terms of twelve months or less) from capitalization on our balance sheets. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement |
Cash, Cash Equivalents and Shor
Cash, Cash Equivalents and Short-Term Investments | 6 Months Ended |
Jun. 30, 2020 | |
Cash and Cash Equivalents [Abstract] | |
CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS | 3. CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS Cash, cash equivalents and short-term investments (at amortized cost plus accrued interest) consisted of the following: As of As of Cash and cash equivalents $ 6,202,663 $ 6,293,293 Short-term investments 1,992,098 2,480,753 Total $ 8,194,761 $ 8,774,046 Held to maturity securities (certificates of deposit) are carried at amortized cost. In compliance with a bank debt covenant, we held at least $1,400,000 of otherwise unrestricted cash, cash equivalents and short-term investments in an escrow account (a non-current asset) in favor of the bank as of June 30, 2020. As of December 31, 2019, we were required to maintain at least $2,000,000 of otherwise unrestricted cash, cash equivalents and short-term investments in compliance with a bank debt covenant. |
Trade Accounts Receivable, Net
Trade Accounts Receivable, Net | 6 Months Ended |
Jun. 30, 2020 | |
Receivables [Abstract] | |
TRADE ACCOUNTS RECEIVABLE, net | 4. TRADE ACCOUNTS RECEIVABLE, net Trade accounts receivable amounted to $982,847 and $1,637,165 as of June 30, 2020 and December 31, 2019, respectively. No allowance for bad debt and product returns was recorded as of June 30, 2020 or December 31, 2019. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | |
INVENTORY | 5. INVENTORY Inventory consisted of the following: As of As of Raw materials $ 647,713 $ 791,558 Work-in-process 1,213,813 1,207,457 Finished goods 31,878 519,241 Total $ 1,893,404 $ 2,518,256 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 6. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following: As of As of Prepaid expenses $ 234,249 $ 218,232 Other receivables 16,794 40,534 Security deposits 800 800 Total $ 251,843 $ 259,566 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 6 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, net | 7. PROPERTY, PLANT AND EQUIPMENT, net Property, plant and equipment consisted of the following: Estimated Useful Lives As of As of Laboratory and manufacturing equipment 3-10 $ 15,519,758 $ 15,437,724 Building and improvements 10-39 18,999,524 17,078,829 Office furniture and equipment 3-10 719,597 719,323 Construction in progress n/a 1,394,445 1,124,189 Land n/a 516,867 516,867 Property, plant and equipment, gross 37,150,191 34,876,932 Accumulated depreciation (10,716,832 ) (9,611,194 ) Property, plant and equipment, net $ 26,433,359 $ 25,265,738 As of June 30, 2020 and December 31, 2019, construction in progress consisted principally of payments toward the First Defense ® Re-Tain™ |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 8. INTANGIBLE ASSETS The developed technology intangible assets of approximately $191,000 (which include an immaterial amount of value associated with customer relationships and a non-compete agreement and was valued using the relief from royalty method) are being amortized to costs of goods sold over their useful lives, which are estimated to be 10 years. Intangible amortization expense was $4,776 during both of the three-month periods ended June 30, 2020 and 2019 and $9,552 during both of the six-month periods ended June 30, 2020 and 2019. The net value of these intangibles was $105,072 and $114,624 as of June 30, 2020 and December 31, 2019, respectively. Intangible asset amortization expense is estimated to be approximately $19,104 per year through December 31, 2025. Intangible assets as of June 30, 2020 consisted of the following: Gross Accumulated Amortization Net Book Developed technology $ 184,100 $ ( 82,845 ) $ 101,255 Customer relationships 1,300 (585 ) 715 Non-compete agreements 5,640 (2,538 ) 3,102 Total $ 191,040 $ (85,968 ) $ 105,072 Intangible assets as of December 31, 2019 consisted of the following: Gross Accumulated Amortization Net Book Developed technology $ 184,100 $ ( 73,640 ) $ 110,460 Customer relationships 1,300 (520 ) 780 Non-compete agreements 5,640 (2,256 ) 3,384 Total $ 191,040 $ (76,416 ) $ 114,624 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 6 Months Ended |
Jun. 30, 2020 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 9. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following: As of As of Accounts payable – trade $ 532,305 $ 401,958 Accounts payable – capital 150,358 170,220 Accrued payroll 265,532 399,501 Accrued professional fees 66,700 73,781 Accrued other 221,753 175,106 Total $ 1,236,648 $ 1,220,566 |
Bank Debt
Bank Debt | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
BANK DEBT | 10. BANK DEBT Prior to a refinancing with Gorham Savings Bank during the first quarter of 2020, we had in place five different credit facilities and a line of credit with TD Bank N.A. Proceeds from a $1,000,000 first mortgage on our corporate headquarters and production and research facility at 56 Evergreen Drive in Portland (Loan #1) were received during the third quarter of 2010 bearing interest at the fixed rate of 6.04% per annum (with a 10-year term and a 15-year amortization schedule). A balloon principal payment of $451,885 would have been due during the third quarter of 2020. Proceeds from a $2,500,000 second mortgage on this corporate headquarters (Loan #2) were received during the third quarter of 2015 bearing interest at the fixed rate of 4.38% per annum (with a 10-year term and 25-year amortization schedule). A balloon principal payment of approximately $1,550,000 would have been due during the third quarter of 2025. During the first quarter of 2016, we entered into two additional credit facilities (Loans #3 and #4) aggregating up to approximately $4,500,000. As a result of loan amendments entered into during the first quarter of 2017, these two credit facilities were increased to up to $6,500,000. Loan #3 was a construction loan of $3,940,000 that converted to a term loan facility bearing interest at the variable rate equal to the one-month LIBOR plus a margin of 2.25% per annum (with a 7-year term and amortization schedule). Loan #4 was a construction loan of $2,560,000 that converted to a term loan facility bearing interest at the variable rate equal to the one-month LIBOR plus a margin of 2.25% per annum (with a 10-year term and 25-year amortization schedule). A balloon principal payment of approximately $1,408,000 under Loan #4 would have been due during the first quarter of 2027. Proceeds from a $340,000 first mortgage on our 4,114 square foot warehouse and cold storage facility (Loan #5) were received during the first quarter of 2017 bearing interest at the variable rate equal to the one-month LIBOR plus a margin of 2.25% per annum (with a 10-year term and 20-year amortization schedule). A balloon principal payment of approximately $206,000 would have been due during the first quarter of 2027. During the first quarter of 2020, we closed on a debt financing with Gorham Savings Bank aggregating $8,600,000 and a $1,000,000 line of credit. The debt is comprised of a $5,100,000 mortgage note (Loan #6) that bears interest at a fixed rate of 3.50% per annum (with a 10-year term and 25-year amortization schedule) and a $3,500,000 note (Loan #7) that bears interest at a fixed rate of 3.50% per annum (with a 7-year term and amortization schedule). The line of credit is available as needed through March 10, 2022. There was no outstanding balance under this line of credit as of June 30, 2020. Interest on borrowings against the line of credit is variable at the rate of the one-month LIBOR plus 2.15% per annum. In connection with these three credit facilities, we incurred debt issuance costs of $39,789. The amortization of debt issuance costs is being recorded as a component of interest expense, included with other expenses, net, and is being amortized over the underlying terms of the two notes and the line of credit. The proceeds from the debt refinancing were used to repay all bank debt outstanding at the time of closing and to provide some additional working capital. These three credit facilities are secured by liens on substantially all of our assets and are subject to certain restrictions and financial covenants. We were required by a bank debt covenant (before the debt refinancing discussed above) to maintain at least $2,000,000 of otherwise unrestricted cash, cash equivalents and short-term investments. Under the new debt, we are required to hold $1,400,000 in escrow (a non-current asset), which reduces the effective availability of our liquid assets for operational needs by that amount. During April 2020, we received $937,700 in support from the federal government under the Paycheck Protection Program (PPP) (Loan #8). Provided that we use the proceeds only for eligible payroll costs, utility expenses, rent payments and interest expense on mortgage debt, in each case incurred and paid during the 24-week period beginning April 13, 2020, our obligation to repay the principal should be forgiven. At least 60% of such forgiven amounts must be used for eligible payroll costs. During the third quarter of 2020, we applied for forgiveness of this funding using 100% eligible payroll expenses. Given current guidance that is available, we believe that we should be eligible to achieve forgiveness of the full loan amount, but this income will not be recognized until our eligible expenses are certified by our bank and the federal government. Any such forgiveness of indebtedness, in accordance with the CARES Act, does not give rise to federal taxable income, but these forgiven expenses may not also be deducted for federal tax return purposes. If not forgiven, this funding accrues interest at a rate of 1% per annum beginning on April 10, 2020, and monthly principal and interest payments on the amount outstanding as of October 10, 2020 would be due until April 2022. During June 2020, we entered into a $500,000 subordinated loan from the Maine Technology Institute (Loan #9) that was subordinated to all debt. The first 27 months of this loan are interest-free with no interest accrual or required principal payments. Principal and interest payments at 5% per annum are due quarterly over the final five years of the loan, beginning during the fourth quarter of 2022 and continuing through the third quarter of 2027. The loan may be prepaid without penalty at any time. Debt proceeds received and principal repayments made during the three-month and six-month periods ended June 30, 2020 and 2019 are reflected in the following tables by year and by loan: During the Three-Month Period During the Three-Month Period Proceeds from Debt Principal Proceeds from Debt Principal Loan #1 $ — $ — $ — $ ( 16,881 ) Loan #2 — — — (22,260 ) Loan #3 — — — (140,714 ) Loan #4 — — — (32,000 ) Loan #5 — — — (2,805 ) Loan #6 — (31,497 ) — — Loan #7 — (110,397 ) — — Loan #8 937,700 — — — Loan #9 500,000 — — — Total $ 1,437,700 $ (141,894 ) $ — $ (214,660 ) During the Six-Month Period During the Six-Month Period Proceeds from Debt Principal Proceeds from Debt Issuance Debt Principal Loan #1 $ — $ (493,696 ) $ — $ (33,762 ) Loan #2 — (2,143,771 ) — (44,520 ) Loan #3 — (3,236,429 ) — (281,429 ) Loan #4 — (2,336,000 ) — (64,000 ) Loan #5 — (309,182 ) — (5,250 ) Loan #6 5,100,000 (31,497 ) — — Loan #7 3,500,000 (110,397 ) — — Loan #8 937,700 — — — Loan #9 500,000 — — — Total $ 10,037,700 $ (8,660,972 ) $ — $ ( 428,961 ) Principal payments (net of debt issue costs) due under bank loans outstanding as of June 30, 2020 (excluding our $1,000,000 line of credit) are reflected in the following table by the year that payments are due: During the Six-Month Period Ending December 31, During the Years Ending December 31, 2020 2021 2022 2023 2024 2025 and Total Loan #6 $ 64,964 $ 133,384 $ 138,128 $ 143,041 $ 148,128 $ 4,440,858 $ 5,068,503 Loan #7 224,551 461,046 477,444 494,425 512,011 1,220,125 3,389,602 Loan #8 (1) 155,309 625,130 157,261 — — — 937,700 Loan #9 — — 22,160 91,446 96,104 290,290 500,000 Subtotal $ 444,824 $ 1,219,560 $ 794,993 $ 728,912 $ 756,243 $ 5,951,273 $ 9,895,805 Debt Issuance Costs (37,888 ) Total $ 9,857,917 (1) These principal payments would not be due if the loan amount is forgiven by the federal government. |
Contingent Liabilities and Comm
Contingent Liabilities and Commitments | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENT LIABILITIES AND COMMITMENTS | 11. CONTINGENT LIABILITIES AND COMMITMENTS Our bylaws, as amended, in effect provide that the Company will indemnify its officers and directors to the maximum extent permitted by Delaware law. In addition, we make similar indemnity undertakings to each director through a separate indemnification agreement with that director. The maximum payment that we may be required to make under such provisions is theoretically unlimited and is impossible to determine. We maintain directors' and officers' liability insurance, which may provide reimbursement to the Company for payments made to, or on behalf of, officers and directors pursuant to the indemnification provisions. Our indemnification obligations were grandfathered under the provisions of Codification Topic 460 , Guarantees The development, manufacturing and marketing of animal health care products entails an inherent risk that liability claims will be asserted against us during the normal course of business. We are aware of no such claims against us as of the date of this filing. We feel that we have reasonable levels of liability insurance to support our operations. We enter into agreements with third parties in the ordinary course of business under which we are obligated to indemnify such third parties from and against various risks and losses. The precise terms of such indemnities vary with the nature of the agreement. In many cases, we limit the maximum amount of our indemnification obligations, but in some cases those obligations may be theoretically unlimited. We have not incurred material expenses in discharging any of these indemnification obligations, and based on our analysis of the nature of the risks involved, we believe that the fair value of the liabilities potentially arising under these agreements is minimal. Accordingly, we have recorded no liabilities for such obligations as of June 30, 2020. We are committed to purchasing certain key parts (syringes) and services (formulation, aseptic filling and final packaging of Drug Product) pertaining to Re-Tain™ During the second quarter of 2009, we entered into an exclusive and perpetual (unless terminated for cause) license with the Baylor College of Medicine covering the underlying rotavirus vaccine technology used to generate the specific antibodies for our product line extension, Tri-Shield First Defense ® First Defense ® During the first quarter of 2020, we entered into a Severance Agreement with our President and CEO. Under the terms of this agreement, we agreed to pay this executive (or his estate) nine months of his then current salary plus any accrued and unused paid time off in the event of the involuntary termination of his employment by the Company (except for cause) or in the event of termination by him for good reason. In addition to the commitments discussed above, we had committed $467,000 to increase our production capacity for the First Defense ® Re-Tain™ |
Operating Lease
Operating Lease | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
OPERATING LEASE | 12. OPERATING LEASE On September 12, 2019, we entered into a lease covering approximately 14,300 square feet of office and warehouse space with a Possession Date of November 15, 2019 and a Commencement Date of February 13, 2020. The property is located at 175 Industrial Way in Portland, which is a short distance from our headquarters and manufacturing facility at 56 Evergreen Drive. We renovated this space to meet our needs in expanding our production capacity for the First Defense ® product line. The lease term is ten years with a right to renew for a second ten-year term and a right of first offer to purchase. At this time, we are not reasonably assured that we would exercise this renewal option in place of other real estate options. A 10-year period is reflected in the right-of-use (ROU) asset and lease liability on our balance sheet. The total lease liability over the initial 10-year term (including inflationary adjustments) aggregates approximately $1,318,945 and includes real estate and personal property taxes, utilities, insurance, maintenance and related building and operating expenses. Our lease includes variable lease and non-lease components that are included in the ROU asset and lease liability. Such payments primarily include common area maintenance charges and increases in rent payments that are driven by factors such as future changes in an index, such as the Consumer Price Index. As of June 30, 2020, the balance of the operating lease ROU asset was $1,278,945 and the operating lease liability was $1,284,865. The calculated amount of the ROU asset and lease liability is impacted by the length of the lease term and the discount rate used for the present value of the minimum lease payments. The following table represents lease costs and other lease information. As we elected not to separate lease and non-lease components for all classes of underlying assets, and instead to account for them as a single lease component, the variable lease cost primarily represents variable payments such as real estate taxes and common area maintenance. During the Three-Month During the Six-Month 2020 2019 2020 2019 Lease Cost Operating lease cost $ 29,499 $ — $ 45,096 $ — Variable lease cost 10,350 — 15,822 — Total lease cost $ 39,849 $ — $ 60,918 $ — Operating Lease Weighted average remaining lease term (in years) 9.6 — 9.6 — Weighted average discount rate 4.77 % — 4.77 % — Future lease payments required under non-cancelable operating leases in effect as of June 30, 2020 were as follows: During the six-month period ending December 31, 2020 $ 75,201 During the year ending December 31, 2021 159,396 During the year ending December 31, 2022 162,102 During the year ending December 31, 2023 165,120 During the year ending December 31, 2024 168,210 During the years ending December 31, 2025 and after 905,687 Total lease payments (undiscounted cash flows) 1,635,716 Less: imputed interest (discount effect of cash flows) (350,851 ) Total operating lease liabilities $ 1,284,865 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | 13. STOCKHOLDERS' EQUITY Common Stock Issuances From February 2016 to March 2019, we issued the aggregate of 4,037,861 shares of common stock in five different transactions raising gross proceeds of approximately $22,464,000. These funds are essential to funding our business growth plans. The details of each transaction are discussed below. On October 28, 2015, we filed a registration statement on Form S-3 (File No. 333-207635) with the Securities and Exchange Commission (SEC) for the potential issuance of up to $10,000,000 in equity securities (subject to certain limitations). This registration statement became effective on November 10, 2015. Under this form of registration statement, we were limited within a twelve-month period to raising gross proceeds of no more than one-third of the market capitalization of our common stock (as determined by the high price of our common stock within the preceding 60 days leading up to a sale of securities) held by non-affiliates (non-insiders) of the Company. Having raised $10,000,000 in gross proceeds under the February 2016, July 2017 and December 2017 equity transactions described below, no additional equity securities can be issued under this registration statement. On February 3, 2016, we sold 1,123,810 shares of common stock at a price to the public of $5.25 per share in an underwritten public offering pursuant to our effective shelf registration statement on Form S-3, raising gross proceeds of approximately $5,900,000 and resulting in net proceeds to the Company of approximately $5,313,000 (after deducting underwriting discounts and offering expenses incurred in connection with the equity financing). On October 21, 2016, we closed on a private placement of 659,880 shares of common stock to nineteen institutional and accredited investors at $5.25 per share, raising gross proceeds of approximately $3,464,000 and resulting in net proceeds to the Company of approximately $3,161,000 (after deducting placement agent fees and other expenses incurred in connection with the equity financing). On July 27, 2017, we issued 200,000 shares of our common stock at a price of $5.25 per share in a public, registered sale to two related investors pursuant to our effective shelf registration statement on Form S-3, raising gross proceeds of $1,050,000 and resulting in net proceeds of approximately $1,034,000 (after deducting expenses incurred in connection with the equity financing). On December 21, 2017, we sold 417,807 shares of common stock at a price to the public of $7.30 per share in an underwritten public offering pursuant to our effective shelf registration statement on Form S-3, raising gross proceeds of approximately $3,050,000 and resulting in net proceeds to the Company of approximately $2,734,000 (after deducting underwriting discounts and offering expenses incurred in connection with the equity financing). On November 20, 2018, we filed a registration statement on Form S-3 (File No. 333-228479) with the Securities and Exchange Commission (SEC) for the potential issuance of up to $20,000,000 in equity securities (subject to certain limitations). This registration statement became effective on November 29, 2018. Under this form of registration statement, we are limited within a twelve-month period to raising gross proceeds of no more than one-third of the market capitalization of our common stock (as determined by the high price of our common stock within the preceding 60 days leading up to a sale of securities) held by non-affiliates (non-insiders) of the Company. On March 29, 2019, we sold 1,636,364 shares of common stock at a price to the public of $5.50 per share in an underwritten public offering pursuant to our effective shelf registration statement on Form S-3, raising gross proceeds of approximately $9,000,000 and resulting in net proceeds to the Company of approximately $8,303,000 (after deducting underwriting discounts and offering expenses incurred in connection with the equity financing). Stock Option Plans In June 2000, our stockholders approved the 2000 Stock Option and Incentive Plan (the "2000 Plan") pursuant to the provisions of the Internal Revenue Code of 1986, under which employees and certain service providers may be granted options to purchase shares of the Company's common stock at i) no less than fair market value on the date of grant in the case of incentive stock options and ii) no less than 85% of fair market value on the date of grant in the case of non-qualified stock options. Vesting requirements are determined by the Compensation and Stock Option Committee of the Board of Directors on a case by case basis. Originally, 250,000 shares of common stock were reserved for issuance under the 2000 Plan. The stockholders of the Company approved an increase in this number to 500,000 shares in June 2001. All options granted under the 2000 Plan expire no later than ten years from the date of grant. The 2000 Plan expired in February 2010, after which date no further options could be granted under the 2000 Plan. As of December 31, 2019, no options were outstanding under the 2000 Plan. In June 2010, our stockholders approved the 2010 Stock Option and Incentive Plan (the "2010 Plan") pursuant to the provisions of the Internal Revenue Code of 1986, under which employees and certain service providers may be granted options to purchase shares of the Company's common stock at no less than fair market value on the date of grant. At that time, 300,000 shares of common stock were reserved for issuance under the 2010 Plan and subsequently no additional shares have been reserved for the 2010 Plan. Vesting requirements are determined by the Compensation and Stock Option Committee of the Board of Directors on a case by case basis. All options granted under the 2010 Plan expire no later than ten years from the date of grant. The 2010 Plan expired in June 2020, after which date no further options can be granted under the 2010 Plan. However, options outstanding under the 2010 Plan at that time can be exercised in accordance with their terms. As of June 30, 2020, 254,000 options were outstanding under the 2010 Plan. In June 2017, our stockholders approved the 2017 Stock Option and Incentive Plan (the "2017 Plan") pursuant to the provisions of the Internal Revenue Code of 1986, under which employees and certain service providers may be granted options to purchase shares of the Company's common stock at no less than fair market value on the date of grant. At that time, 300,000 shares of common stock were reserved for issuance under the 2017 Plan and subsequently no additional shares have been reserved for the 2017 Plan. Vesting requirements are determined by the Compensation and Stock Option Committee of the Board of Directors on a case by case basis. All options granted under the 2017 Plan expire no later than ten years from the date of grant. The 2017 Plan expires in March 2027, after which date no further options can be granted under the 2017 Plan. However, options outstanding under the 2017 Plan at that time can be exercised in accordance with their terms. As of June 30, 2020, 166,500 options were outstanding under the 2017 Plan. Activity under the stock option plans described above was as follows: 2000 Plan 2010 Plan 2017 Plan Weighted Average Exercise Price Aggregate Intrinsic (1) Outstanding at December 31, 2018 12,500 270,000 111,500 $ 6.37 $ 266,020 Grants — 26,000 25,000 $ 5.90 Terminations — (26,000 ) (3,000 ) $ 6.05 Exercises (12,500 ) (15,000 ) — $ 4.37 Outstanding at December 31, 2019 — 255,000 133,500 $ 6.48 $ (516,475 ) Grants — 7,000 37,000 $ 4.40 Terminations — (8,000 ) (4,000 ) $ 5.53 Exercises — — — $ — Outstanding at June 30, 2020 — 254,000 166,500 $ 6.29 $ ( 655,695 ) Vested at June 30, 2020 — 165,500 10,000 $ 6.04 $ ( 229,450 ) Vested and expected to vest at June 30, 2020 — 254,000 166,500 $ 6.29 $ (655,695 ) Reserved for future grants — — 133,500 (1) Intrinsic value is the difference between the fair market value as of the date indicated and as of the date of the option grant. The following table displays additional information about the stock option plans described above: Number of Shares Weighted Average Weighted Average Exercise Price Non-vested stock options as of January 1, 2020 321,000 $ 3.49 $ 6.55 Non-vested stock options as of June 30, 2020 245,000 $ 3.28 $ 6.47 Stock options granted during the six-month period ended June 30, 2020 44,000 $ 2.03 $ 4.40 Stock options that vested during the six-month period ended June 30, 2020 108,000 $ 3.43 $ 5.98 Stock options that were forfeited during the six-month period ended June 30, 2020 12,000 $ 2.91 $ 5.53 No stock options were exercised during the six-month period ended June 30, 2020. During the six-month period ended June 30, 2019, one director exercised stock options covering 15,000 shares by the surrender of 10,731 shares of common stock with a fair market value of $71,998 at the time of exercise and $2 in cash. The weighted average remaining life of the options outstanding under the 2010 Plan and the 2017 Plan as of June 30, 2020 was approximately 6 years. The weighted average remaining life of the options exercisable under these plans as of June 30, 2020 was approximately 5 years and 7 months. The exercise prices of the options outstanding as of June 30, 2020 ranged from $3.15 to $8.90 per share. The 44,000 stock options granted during the six-month period ended June 30, 2020 had exercise prices between $4.00 and $5.92 per share. The 20,000 stock options granted during the six-month period ended June 30, 2019 had exercise prices between $6.50 and $7.50 per share. The aggregate intrinsic value of options exercised during the six-month periods ended June 30, 2020 and June 30, 2019 approximated $0 and $28,641, respectively. The weighted-average grant date fair values of options granted during the six-month periods ended June 30, 2020 and 2019 were $2.03 and $3.31, respectively. As of June 30, 2020, total unrecognized stock-based compensation related to non-vested stock options aggregated $321,420, which will be recognized over a weighted average period of 1 year and 5 months. The fair value of each stock option grant has been estimated on the date of grant using the Black-Scholes option pricing model, for the purpose discussed in Note 2(m), with the following weighted-average assumptions for the three-month and six-month periods ended June 30, 2020 and 2019: During the During the During the During the Risk-free interest rate 0.29% 1.81% 0.54% 2.20% Dividend yield 0% 0% 0% 0% Expected volatility 50% 52% 51% 52% Expected life 4.8 years 6.5 years 5.6 years 5.3 years The risk-free interest rate is based on U.S. Treasury yields for a maturity approximating the expected option term, while the other assumptions are derived from averages of our historical data. Common Stock Rights Plan In September 1995, our Board of Directors adopted a Common Stock Rights Plan (the "Rights Plan") and declared a dividend of one common share purchase right (a "Right") for each of the then outstanding shares of the common stock of the Company. Each Right entitles the registered holder to purchase from the Company one share of common stock at an initial purchase price of $70.00 per share, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement between the Company and American Stock Transfer & Trust Co., as Rights Agent. The Rights (as amended) become exercisable and transferable apart from the common stock upon the earlier of i) 10 days following a public announcement that a person or group (Acquiring Person) has, without the prior consent of the Continuing Directors (as such term is defined in the Rights Agreement), acquired beneficial ownership of 20% or more of the outstanding common stock or ii) 10 days following commencement of a tender offer or exchange offer the consummation of which would result in ownership by a person or group of 20% or more of the outstanding common stock (the earlier of such dates being called the Distribution Date). Upon the Distribution Date, the holder of each Right not owned by the Acquiring Person would be entitled to purchase common stock at a discount to the initial purchase price of $70.00 per share, effectively equal to one half of the market price of a share of common stock on the date the Acquiring Person becomes an Acquiring Person. If, after the Distribution Date, the Company should consolidate or merge with any other entity and the Company were not the surviving company, or, if the Company were the surviving company, all or part of the Company's common stock were changed or exchanged into the securities of any other entity, or if more than 50% of the Company's assets or earning power were sold, each Right would entitle its holder to purchase, at the Rights' then-current purchase price, a number of shares of the acquiring company's common stock having a market value at that time equal to twice the Right's exercise price. At any time after a person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding common stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of common stock per Right (subject to adjustment). At any time prior to 14 days following the date that any person or group becomes an Acquiring Person (subject to extension by the Board of Directors), the Board of Directors of the Company may redeem the then outstanding Rights in whole, but not in part, at a price of $0.005 per Right, subject to adjustment. At various times over the years, our Board of Directors has voted to authorize amendments of the Rights Agreement to extend the Final Expiration Date, which is currently September 19, 2022. Our Board of Directors also has voted to authorize amendments to increase the ownership threshold for determining "Acquiring Person" status to 20%. During the second quarter of 2015, our Board of Directors also voted to authorize an amendment to remove a provision that prevented a new group of directors elected following the emergence of an Acquiring Person (an owner of more than 20% of our stock) from controlling the Rights Plan by maintaining exclusive authority over the Rights Plan with pre-existing directors. We did this because such provisions have come to be viewed with disfavor by Delaware courts. Each time that we made such amendments we entered into amendments to the Rights Agreement with the Rights Agent reflecting such extensions, threshold increases or provision changes. No other changes have been made to the terms of the Rights or the Rights Agreement. At the June 14, 2018 Annual Meeting of Stockholders, our stockholders voted to approve an amendment to our Certificate of Incorporation to increase the number of shares of common stock authorized for issuance from 8,000,000 to 11,000,000. At the June 10, 2020 Annual Meeting of Stockholders, our stockholders voted to approve an amendment to our Certificate of Incorporation to increase the number of shares of common stock authorized for issuance from 11,000,000 to 15,000,000. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | 14. REVENUE We primarily offer the First Defense ® The following table presents our product sales disaggregated by geographic area: During the Three-Month During the Six-Month 2020 2019 2020 2019 United States $ 2,599,731 $ 2,527,478 $ 6,957,413 $ 6,305,225 Other (1) 366,222 182,442 918,928 815,256 Total product sales $ 2,965,953 $ 2,709,920 $ 7,876,341 $ 7,120,481 (1) Sales outside of the United States included $133,601 of non-animal health sales during the first quarter of 2019, which product has since been divested. The following table presents our product sales disaggregated by major product category: During the Three-Month During the Six-Month 2020 2019 2020 2019 First Defense ® $ 2,930,581 $ 2,672,531 $ 7,749,773 $ 6,813,448 Other animal health 35,372 37,389 126,568 173,432 Other — — — 133,601 Total product sales $ 2,965,953 $ 2,709,920 $ 7,876,341 $ 7,120,481 |
Other Expenses, Net
Other Expenses, Net | 6 Months Ended |
Jun. 30, 2020 | |
Other Income and Expenses [Abstract] | |
OTHER EXPENSES, NET | 15. OTHER EXPENSES, NET Other expenses, net, consisted of the following: During the Three-Month During the Six-Month 2020 2019 2020 2019 Interest expense (1) $ 77,049 $ 111,990 $ 423,999 $ 226,031 Interest income (2,525 ) (47,099 ) (15,699 ) (49,414 ) Other expenses, net $ 74,524 $ 64,891 $ 408,300 $ 176,617 (1) During the three-month period ended March 31, 2020 interest expense included the write-off of $95,000 of debt issuance costs and the payment of $165,000 to terminate our interest rate swap agreements associated with debt that we repaid. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 16. INCOME TAXES Our income tax (benefit) expense aggregated $0 and $15,333 (amounting to 0% and 3% of our loss before income taxes, respectively) during the three-month periods ended June 30, 2020 and 2019, respectively. Our income tax (benefit) expense aggregated ($14,632) and $24,356 (amounting to (2%) and 5% of our loss before income taxes, respectively) during the six-month periods ended June 30, 2020 and 2019, respectively. As of December 31, 2019, we had federal net operating loss carryforwards of $11,949,860 of which $10,237,953 do not expire and $1,711,907 which expire in 2034 through 2037 (if not utilized before then) and state net operating loss carryforwards of $3,299,929 that expire in 2037 through 2038 (if not utilized before then). Additionally, we had federal general business tax credit carryforwards of $434,838 that expire in 2027 through 2039 (if not utilized before then) and state tax credit carryforwards of $966,266 that expire in 2023 through 2039 (if not utilized before then). The provision for income taxes is determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the estimated future tax effects of temporary differences between book and tax treatment of assets and liabilities and carryforwards to the extent they are realizable. During the second quarter of 2018, we assessed our historical and near-term future profitability and recorded $563,252 in non-cash income tax expense to create a full valuation allowance against our net deferred tax assets (which consist largely of net operating loss carryforwards and federal and state credits) based on applicable accounting standards and practices. At that time, we had incurred a net loss for six consecutive quarters, had not been profitable on a year-to-date basis since the nine-month period ended September 30, 2017 and projected additional net losses for some period going forward before returning to profitability. Should future profitability be realized at an adequate level, we would be able to release this valuation allowance (resulting in a non-cash income tax benefit) and realize these deferred tax assets before they expire. We will continue to assess the need for the valuation allowance at each quarter and, in the event that actual results differ from these estimates, or we adjust these estimates in future periods, we may need to adjust our valuation allowance. Adjustments related to the termination of our interest rate swap agreements were recorded during the first quarter of 2020. Net operating loss carryforwards, credits, and other tax attributes are subject to review and possible adjustment by the Internal Revenue Service. Section 382 of the Internal Revenue Code contains provisions that could place annual limitations on the future utilization of net operating loss carryforwards and credits in the event of a change in ownership of the Company, as defined. We file income tax returns in the U.S. federal jurisdiction and several state jurisdictions. We currently have no tax examinations in progress. We also have not paid additional taxes, interest or penalties as a result of tax examinations nor do we have any unrecognized tax benefits for any of the periods in the accompanying financial statements. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 17. SEGMENT INFORMATION We principally operate in the business segment described in Note 1. Pursuant to Codification Topic 280, Segment Reporting Sales of the First Defense ® First Defense ® |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 18. RELATED PARTY TRANSACTIONS Dr. David S. Tomsche (Chair of our Board of Directors) is a controlling owner of Leedstone Inc., a domestic distributor of ImmuCell products (the First Defense ® CMT |
Employee Benefits
Employee Benefits | 6 Months Ended |
Jun. 30, 2020 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFITS | 19. EMPLOYEE BENEFITS We have a 401(k) savings plan (the Plan) in which all employees completing one month of service with the Company are eligible to participate. Participants may contribute up to the maximum amount allowed by the Internal Revenue Service. We currently match 100% of the first 3% of each employee's salary that is contributed to the Plan and 50% of the next 2% of each employee's salary that is contributed to the Plan. Under this matching plan, we paid $35,651 and $33,474 into the Plan for the three-month periods ended June 30, 2020 and 2019, respectively, and $65,073 and $64,671 into the Plan for the six-month periods ended June 30, 2020 and 2019, respectively. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 20. SUBSEQUENT EVENTS We have evaluated subsequent events through the time of filing on August 12, 2020, the date we have issued this Quarterly Report on Form 10-Q. The COVID-19 pandemic continues to create a great deal of uncertainty for us. We could experience product shortages, backlogs and production slowdowns due to difficulties accessing needed supplies and labor and other restrictions affecting our ability to consistently deliver our products to market. During April 2020, we received $937,700 in support from the federal government under the Paycheck Protection Program (PPP). Provided that we use the proceeds only for eligible payroll costs, utility expenses, rent payments and interest expense on mortgage debt, in each case incurred and paid during the 24-week period beginning April 13, 2020, our obligation to repay the principal should be forgiven. At least 60% of such forgiven amounts must be used for eligible payroll costs. During the third quarter of 2020, we applied for forgiveness of this funding using 100% eligible payroll expenses. Given current guidance that is available, we believe that we should be eligible to achieve forgiveness of the full loan amount, but this income will not be recognized until our eligible expenses are certified by our bank and the federal government. Any such forgiveness of indebtedness, in accordance with the CARES Act, does not give rise to federal taxable income, but these forgiven expenses may not also be deducted for federal tax return purposes. If not forgiven, this funding accrues interest at a rate of 1% per annum beginning on April 10, 2020, and monthly principal and interest payments on the amount outstanding as of October 10, 2020 would be due until April 2022. See Note 10. As of the time of filing on August 12, 2020, there were no other material, reportable subsequent events. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (a) Basis of Presentation We have prepared the accompanying unaudited financial statements reflecting all adjustments (which are of a normal recurring nature) that are, in our opinion, necessary in order to ensure that the financial statements are not misleading. We follow accounting standards set by the Financial Accounting Standards Board (FASB). The FASB sets generally accepted accounting principles (GAAP) that we follow to ensure we consistently report our financial condition, results of operations, earnings per share and cash flows. References to GAAP in these footnotes are to the FASB Accounting Standards Codification |
Cash, Cash Equivalents and Short-Term Investments | (b) Cash, Cash Equivalents and Short-Term Investments We consider all highly liquid investment instruments that mature within three months of their purchase dates to be cash equivalents. Cash equivalents are principally invested in securities backed by the U.S. government. Certain cash balances in excess of Federal Deposit Insurance Corporation (FDIC) limits of $250,000 per financial institution per depositor are maintained in money market accounts at financial institutions that are secured, in part, by the Securities Investor Protection Corporation. Amounts in excess of these FDIC limits per bank that are not invested in securities backed by the U.S. government aggregated $0 and $5,792,993 as of June 30, 2020 and December 31, 2019, respectively. Short-term investments are classified as held to maturity and are comprised of certificates of deposit that mature in more than three months from their purchase dates and not more than twelve months from the balance sheet date. Short-term investments are held at different financial institutions that are insured by the FDIC, within the FDIC limits per financial institution. We account for investments in marketable securities in accordance with Codification Topic 320, Investments — Debt and Equity Securities |
Trade Accounts Receivable, net | (c) Trade Accounts Receivable, net Accounts receivable are carried at the original invoice amount less an estimate made for doubtful collection when applicable. Management determines the allowance for doubtful accounts on a monthly basis by identifying troubled accounts and by using historical experience applied to an aging of accounts. Accounts receivable are considered to be past due if a portion of the receivable balance is outstanding for more than 30 days. Past due accounts receivable are subject to an interest charge. Accounts receivable are written off when deemed uncollectible. The amount of accounts receivable written off during all periods reported was immaterial. Recoveries of accounts receivable previously written off are recorded as income when received. As of June 30, 2020 and December 31, 2019, we determined that no allowance for doubtful accounts was necessary. See Note 4. |
Inventory | (d) Inventory Inventory includes raw materials, work-in-process and finished goods and is recorded at the lower of cost, on the first-in, first-out method, or net realizable value (determined as the estimated selling price in the normal course of business, less reasonably predictable costs of completion, disposal and transportation). Work-in-process and finished goods inventories include materials, labor and manufacturing overhead. At each balance sheet date, we evaluate our ending inventories for excess quantities and obsolescence. Inventories that we consider excess or obsolete are written down to estimated net realizable value. Once inventory is written down and a new cost basis is established, it is not written back up if demand increases. We believe that supplies and raw materials for the production of our products are available from more than one vendor or farm. Our policy is to maintain more than one source of supply for the components used in our products when feasible. See Note 5. |
Property, Plant and Equipment, net | (e) Property, Plant and Equipment, net We depreciate property, plant and equipment on the straight-line method by charges to operations and costs of goods sold in amounts estimated to expense the cost of the assets from the date they are first put into service to the end of the estimated useful lives of the assets. The facility we have constructed to produce the Nisin Drug Substance for Re-Tain™ First Defense ® |
Intangible Assets and Goodwill | (f) Intangible Assets and Goodwill We amortize intangible assets on the straight-line method by charges to costs of goods sold in amounts estimated to expense the cost of the assets from the date they are first put into service to the end of the estimated useful lives of the assets. We have recorded intangible assets related to customer relationships, non-compete agreements and developed technology, each with defined useful lives. We have classified as goodwill the amounts paid in excess of fair value of the net assets (including tax attributes) acquired in purchase transactions. We assess the impairment of intangible assets and goodwill that have indefinite lives at the reporting unit level on an annual basis (as of December 31 st |
Fair Value Measurements | (g) Fair Value Measurements In determining fair value measurements, we follow the provisions of Codification Topic 820, Fair Value Measurements and Disclosures Level 1 — Pricing inputs are quoted prices available in active markets for identical assets or liabilities as of the measurement date. Level 2 — Pricing inputs are quoted prices for similar assets or liabilities, or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data. Level 3 — Pricing inputs are unobservable for the assets or liabilities, that is, inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level of an asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment. From time to time, we also hold money market mutual funds in a brokerage account, which are classified as cash equivalents and measured at fair value. The fair value of these investments is based on their closing published net asset value. We assess the levels of the investments at each measurement date, and transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfer in accordance with our accounting policy regarding the recognition of transfers between levels of the fair value hierarchy. During the six-month periods ended June 30, 2020 and 2019, there were no transfers between levels. As of June 30, 2020 and December 31, 2019, our Level 1 assets measured at fair value by quoted prices in active markets consisted of bank savings accounts and money market funds. As of June 30, 2020 and December 31, 2019 our bank certificates of deposit were classified as Level 2 and were measured by other significant observable inputs. As of December 31, 2019, our interest rate swaps were classified as Level 2 and were measured by observable market data in combination with expected cash flows for each instrument. There were no assets or liabilities measured at fair value on a nonrecurring basis as of June 30, 2020 or December 31, 2019. As of June 30, 2020 Level 1 Level 2 Level 3 Total Assets: Cash and money market accounts $ 6,202,663 $ — $ — $ 6,202,663 Bank certificates of deposit — 1,992,098 — 1,992,098 Total $ 6,202,663 $ 1,992,098 $ — $ 8,194,761 As of December 31, 2019 Level 1 Level 2 Level 3 Total Assets: Cash and money market accounts $ 6,293,293 $ — $ — $ 6,293,293 Bank certificates of deposit — 2,480,753 — 2,480,753 Liabilities: Interest rate swaps — (58,526 ) — (58,526 ) Total, net $ 6,293,293 $ 2,422,227 $ — $ 8,715,520 |
Valuation of Long-Lived Assets | (h) Valuation of Long-Lived Assets We periodically evaluate our long-lived assets, consisting principally of fixed assets, operating lease right-of-use asset and amortizable intangible assets, for potential impairment. In accordance with the applicable accounting guidance for the treatment of long-lived assets, we review the carrying value of our long-lived assets or asset group that is held and used, including intangible assets subject to amortization, for impairment whenever events and circumstances indicate that the carrying value of the assets may not be recoverable. Under the held for use approach, the asset or asset group to be tested for impairment should represent the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. We evaluate our long-lived assets whenever events or circumstances suggest that the carrying amount of an asset or group of assets may not be recoverable. No impairment was recognized during the six-month period ended June 30, 2020 or the year ended December 31, 2019. |
Concentration of Risk | (i) Concentration of Risk Concentration of credit risk with respect to accounts receivable is principally limited to certain customers to whom we make substantial sales. To reduce risk, we routinely assess the financial strength of our customers and, as a consequence, believe that our accounts receivable credit risk exposure is limited. We maintain an allowance for potential credit losses when deemed necessary, but historically we have not experienced significant credit losses related to an individual customer or groups of customers in any particular industry or geographic area. Sales to significant customers that amounted to 10% or more of total product sales are detailed in the following table: During the Three-Month Periods Ended June 30, During the Six-Month Periods Ended June 30, 2020 2019 2020 2019 Company A 39 % 46 % 38 % 44 % Company B 30 % 23 % 31 % 26 % Company C * 10 % 11 % * * Amount is less than 10%. Trade accounts receivable due from significant customers amounted to the percentages of total trade accounts receivable as detailed in the following table: As of As of Company A 42 % 28 % Company B 29 % 48 % |
Revenue Recognition | (j) Revenue Recognition We recognize revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers |
Expense Recognition | (k) Expense Recognition We do not incur costs in connection with product sales to customers that are eligible for capitalization. Advertising costs are expensed when incurred, which is generally during the month in which the advertisement is published. Advertising expenses amounted to $5,960 and $9,816 during the three-month periods ended June 30, 2020 and 2019, respectively, and $24,487 and $40,623 during the six-month periods ended June 30, 2020 and 2019, respectively. All product development expenses are expensed as incurred, as are all related patent costs. We capitalize costs to produce inventory during the production cycle, and these costs are charged to costs of goods sold when the inventory is sold to a customer. Adoption of the amended provisions of ASC 340-40 did not have a material impact on our financial statements. |
Income Taxes | (l) Income Taxes We account for income taxes in accordance with Codification Topic 740, Income Taxes Codification Topic 740-10 clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position must meet before being recognized in the financial statements. In the ordinary course of business, there are transactions and calculations where the ultimate tax outcome is uncertain. In addition, we are subject to periodic audits and examinations by the Internal Revenue Service and other taxing authorities. With few exceptions, we are no longer subject to income tax examinations by tax authorities for years before 2016. We have evaluated the positions taken on our filed tax returns. We have concluded that no uncertain tax positions existed as of June 30, 2020 or December 31, 2019. Although we believe that our estimates are reasonable, actual results could differ from these estimates. See Note 16. |
Stock-Based Compensation | (m) Stock-Based Compensation We account for stock-based compensation in accordance with Codification Topic 718, Compensation-Stock Compensation |
Net (Loss) Income Per Common Share | (n) Net (Loss) Income Per Common Share Net income (loss) per common share has been computed in accordance with Codification Topic 260-10, Earnings Per Share. |
Use of Estimates | (o) Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Although we regularly assess these estimates, actual amounts could differ from those estimates and are subject to change in the near term. Changes in estimates are recorded during the period in which they become known. Significant estimates include our inventory valuation, valuation of goodwill and long-lived assets, valuation of deferred tax assets, accrued expenses, costs of goods sold and useful lives of intangible assets. |
New Accounting Pronouncements | (p) New Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Codification improvements to Topic 842, Leases. Topic 842, Leases - Targeted improvements. First Defense ® product line with a Possession Date of November 15, 2019 and a Commencement Date of February 13, 2020 has been accounted for in accordance with Topic 842 beginning during the first quarter of 2020. The only material lease pursuant to which we are the lessee is comprised of real estate property. All leases are classified as operating leases, and therefore, were previously not recognized on our balance sheets. With the adoption of Topic 842, operating lease agreements are required to be recognized on our balance sheets as a right-of-use asset with a corresponding lease liability. If at a lease inception date or at some later date during the term of a lease, we consider the exercising of a renewal option to be reasonably certain, we would include the extended term in the calculation of the ROU asset and lease liability. Regarding the discount rate, Topic 842 requires the use of the rate implicit in the lease whenever this rate is readily determinable. As this rate is rarely determinable, we utilize our incremental borrowing rate at lease inception, on a collateralized basis, over a similar term. See Note 12. We elected the following practical expedients in conjunction with implementation of Topic 842: ● Inclusion of both the lease and non-lease components for all classes of underlying assets as a single component. ● Election to exclude short-term lease (i.e., lease with initial terms of twelve months or less) from capitalization on our balance sheets. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of financial assets measured at fair value on nonrecurring basis | As of June 30, 2020 Level 1 Level 2 Level 3 Total Assets: Cash and money market accounts $ 6,202,663 $ — $ — $ 6,202,663 Bank certificates of deposit — 1,992,098 — 1,992,098 Total $ 6,202,663 $ 1,992,098 $ — $ 8,194,761 As of December 31, 2019 Level 1 Level 2 Level 3 Total Assets: Cash and money market accounts $ 6,293,293 $ — $ — $ 6,293,293 Bank certificates of deposit — 2,480,753 — 2,480,753 Liabilities: Interest rate swaps — (58,526 ) — (58,526 ) Total, net $ 6,293,293 $ 2,422,227 $ — $ 8,715,520 |
Schedule of sales to significant customers | During the Three-Month Periods Ended June 30, During the Six-Month Periods Ended June 30, 2020 2019 2020 2019 Company A 39 % 46 % 38 % 44 % Company B 30 % 23 % 31 % 26 % Company C * 10 % 11 % * * Amount is less than 10%. |
Schedule of accounts receivable due from significant customers | As of As of Company A 42 % 28 % Company B 29 % 48 % |
Cash, Cash Equivalents and Sh_2
Cash, Cash Equivalents and Short-Term Investments (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of cash, cash equivalents and short-term investments | As of As of Cash and cash equivalents $ 6,202,663 $ 6,293,293 Short-term investments 1,992,098 2,480,753 Total $ 8,194,761 $ 8,774,046 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | As of As of Raw materials $ 647,713 $ 791,558 Work-in-process 1,213,813 1,207,457 Finished goods 31,878 519,241 Total $ 1,893,404 $ 2,518,256 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of prepaid expenses and other current assets | As of As of Prepaid expenses $ 234,249 $ 218,232 Other receivables 16,794 40,534 Security deposits 800 800 Total $ 251,843 $ 259,566 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Estimated Useful Lives As of As of Laboratory and manufacturing equipment 3-10 $ 15,519,758 $ 15,437,724 Building and improvements 10-39 18,999,524 17,078,829 Office furniture and equipment 3-10 719,597 719,323 Construction in progress n/a 1,394,445 1,124,189 Land n/a 516,867 516,867 Property, plant and equipment, gross 37,150,191 34,876,932 Accumulated depreciation (10,716,832 ) (9,611,194 ) Property, plant and equipment, net $ 26,433,359 $ 25,265,738 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Intangible assets as of June 30, 2020 consisted of the following: Gross Accumulated Amortization Net Book Developed technology $ 184,100 $ ( 82,845 ) $ 101,255 Customer relationships 1,300 (585 ) 715 Non-compete agreements 5,640 (2,538 ) 3,102 Total $ 191,040 $ (85,968 ) $ 105,072 Intangible assets as of December 31, 2019 consisted of the following: Gross Accumulated Amortization Net Book Developed technology $ 184,100 $ ( 73,640 ) $ 110,460 Customer relationships 1,300 (520 ) 780 Non-compete agreements 5,640 (2,256 ) 3,384 Total $ 191,040 $ (76,416 ) $ 114,624 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued expenses | As of As of Accounts payable – trade $ 532,305 $ 401,958 Accounts payable – capital 150,358 170,220 Accrued payroll 265,532 399,501 Accrued professional fees 66,700 73,781 Accrued other 221,753 175,106 Total $ 1,236,648 $ 1,220,566 |
Bank Debt (Tables)
Bank Debt (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of debt proceeds received and principal repayments made during the year | During the Three-Month Period During the Three-Month Period Proceeds from Debt Principal Proceeds from Debt Principal Loan #1 $ — $ — $ — $ ( 16,881 ) Loan #2 — — — (22,260 ) Loan #3 — — — (140,714 ) Loan #4 — — — (32,000 ) Loan #5 — — — (2,805 ) Loan #6 — (31,497 ) — — Loan #7 — (110,397 ) — — Loan #8 937,700 — — — Loan #9 500,000 — — — Total $ 1,437,700 $ (141,894 ) $ — $ (214,660 ) During the Six-Month Period During the Six-Month Period Proceeds from Debt Principal Proceeds from Debt Issuance Debt Principal Loan #1 $ — $ (493,696 ) $ — $ (33,762 ) Loan #2 — (2,143,771 ) — (44,520 ) Loan #3 — (3,236,429 ) — (281,429 ) Loan #4 — (2,336,000 ) — (64,000 ) Loan #5 — (309,182 ) — (5,250 ) Loan #6 5,100,000 (31,497 ) — — Loan #7 3,500,000 (110,397 ) — — Loan #8 937,700 — — — Loan #9 500,000 — — — Total $ 10,037,700 $ (8,660,972 ) $ — $ ( 428,961 ) |
Schedule of principal payments due under debt outstanding | During the Six-Month Period Ending December 31, During the Years Ending December 31, 2020 2021 2022 2023 2024 2025 and Total Loan #6 $ 64,964 $ 133,384 $ 138,128 $ 143,041 $ 148,128 $ 4,440,858 $ 5,068,503 Loan #7 224,551 461,046 477,444 494,425 512,011 1,220,125 3,389,602 Loan #8 (1) 155,309 625,130 157,261 — — — 937,700 Loan #9 — — 22,160 91,446 96,104 290,290 500,000 Subtotal $ 444,824 $ 1,219,560 $ 794,993 $ 728,912 $ 756,243 $ 5,951,273 $ 9,895,805 Debt Issuance Costs (37,888 ) Total $ 9,857,917 (1) These principal payments would not be due if the loan amount is forgiven by the federal government. |
Operating Lease (Tables)
Operating Lease (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Schedule of lease costs and other lease information | During the Three-Month During the Six-Month 2020 2019 2020 2019 Lease Cost Operating lease cost $ 29,499 $ — $ 45,096 $ — Variable lease cost 10,350 — 15,822 — Total lease cost $ 39,849 $ — $ 60,918 $ — Operating Lease Weighted average remaining lease term (in years) 9.6 — 9.6 — Weighted average discount rate 4.77 % — 4.77 % — |
Schedule of future lease payments required under non-cancelable operating leases | During the six-month period ending December 31, 2020 $ 75,201 During the year ending December 31, 2021 159,396 During the year ending December 31, 2022 162,102 During the year ending December 31, 2023 165,120 During the year ending December 31, 2024 168,210 During the years ending December 31, 2025 and after 905,687 Total lease payments (undiscounted cash flows) 1,635,716 Less: imputed interest (discount effect of cash flows) (350,851 ) Total operating lease liabilities $ 1,284,865 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Schedule of activity under the stock option plans | 2000 Plan 2010 Plan 2017 Plan Weighted Average Exercise Price Aggregate Intrinsic (1) Outstanding at December 31, 2018 12,500 270,000 111,500 $ 6.37 $ 266,020 Grants — 26,000 25,000 $ 5.90 Terminations — (26,000 ) (3,000 ) $ 6.05 Exercises (12,500 ) (15,000 ) — $ 4.37 Outstanding at December 31, 2019 — 255,000 133,500 $ 6.48 $ (516,475 ) Grants — 7,000 37,000 $ 4.40 Terminations — (8,000 ) (4,000 ) $ 5.53 Exercises — — — $ — Outstanding at June 30, 2020 — 254,000 166,500 $ 6.29 $ ( 655,695 ) Vested at June 30, 2020 — 165,500 10,000 $ 6.04 $ ( 229,450 ) Vested and expected to vest at June 30, 2020 — 254,000 166,500 $ 6.29 $ (655,695 ) Reserved for future grants — — 133,500 (1) Intrinsic value is the difference between the fair market value as of the date indicated and as of the date of the option grant. |
Schedule of additional information about the stock option plans | Number of Shares Weighted Average Weighted Average Exercise Price Non-vested stock options as of January 1, 2020 321,000 $ 3.49 $ 6.55 Non-vested stock options as of June 30, 2020 245,000 $ 3.28 $ 6.47 Stock options granted during the six-month period ended June 30, 2020 44,000 $ 2.03 $ 4.40 Stock options that vested during the six-month period ended June 30, 2020 108,000 $ 3.43 $ 5.98 Stock options that were forfeited during the six-month period ended June 30, 2020 12,000 $ 2.91 $ 5.53 |
Schedule of fair value stock option grant using black-scholes option valuation model with the weighted-average assumptions | During the During the During the During the Risk-free interest rate 0.29% 1.81% 0.54% 2.20% Dividend yield 0% 0% 0% 0% Expected volatility 50% 52% 51% 52% Expected life 4.8 years 6.5 years 5.6 years 5.3 years |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Geographic Area [Member] | |
Disaggregation of Revenue [Line Items] | |
Schedule of revenue disaggregated by geographic area and major product category | During the Three-Month During the Six-Month 2020 2019 2020 2019 United States $ 2,599,731 $ 2,527,478 $ 6,957,413 $ 6,305,225 Other (1) 366,222 182,442 918,928 815,256 Total product sales $ 2,965,953 $ 2,709,920 $ 7,876,341 $ 7,120,481 (1) Sales outside of the United States included $133,601 of non-animal health sales during the first quarter of 2019, which product has since been divested. |
Major Product Category [Member] | |
Disaggregation of Revenue [Line Items] | |
Schedule of revenue disaggregated by geographic area and major product category | During the Three-Month During the Six-Month 2020 2019 2020 2019 First Defense ® $ 2,930,581 $ 2,672,531 $ 7,749,773 $ 6,813,448 Other animal health 35,372 37,389 126,568 173,432 Other — — — 133,601 Total product sales $ 2,965,953 $ 2,709,920 $ 7,876,341 $ 7,120,481 |
Other Expenses, Net (Tables)
Other Expenses, Net (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Other Income and Expenses [Abstract] | |
Schedule of other expenses, net | During the Three-Month During the Six-Month 2020 2019 2020 2019 Interest expense (1) $ 77,049 $ 111,990 $ 423,999 $ 226,031 Interest income (2,525 ) (47,099 ) (15,699 ) (49,414 ) Other expenses, net $ 74,524 $ 64,891 $ 408,300 $ 176,617 (1) During the three-month period ended March 31, 2020 interest expense included the write-off of $95,000 of debt issuance costs and the payment of $165,000 to terminate our interest rate swap agreements associated with debt that we repaid. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 |
Assets: | |||
Cash and money market accounts | $ 6,202,663 | $ 6,293,293 | |
Bank certificates of deposit | 1,992,098 | 2,480,753 | $ 8,675,329 |
Liabilities: | |||
Interest rate swaps | (58,526) | ||
Total, net | 8,194,761 | 8,715,520 | |
Fair Value, Inputs, Level 1 [Member] | |||
Assets: | |||
Cash and money market accounts | 6,202,663 | 6,293,293 | |
Bank certificates of deposit | |||
Liabilities: | |||
Interest rate swaps | |||
Total, net | 6,202,663 | 6,293,293 | |
Fair Value, Inputs, Level 2 [Member] | |||
Assets: | |||
Cash and money market accounts | |||
Bank certificates of deposit | 1,992,098 | 2,480,753 | |
Liabilities: | |||
Interest rate swaps | (58,526) | ||
Total, net | 1,992,098 | 2,422,227 | |
Fair Value, Inputs, Level 3 [Member] | |||
Assets: | |||
Cash and money market accounts | |||
Bank certificates of deposit | |||
Liabilities: | |||
Interest rate swaps | |||
Total, net |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |||
Company A [Member] | ||||||
Revenue, Major Customer [Line Items] | ||||||
Concentration risk percentage | 39.00% | 46.00% | 38.00% | 44.00% | ||
Company B [Member] | ||||||
Revenue, Major Customer [Line Items] | ||||||
Concentration risk percentage | 30.00% | 23.00% | 31.00% | 26.00% | ||
Company C [Member] | ||||||
Revenue, Major Customer [Line Items] | ||||||
Concentration risk percentage | [1] | 10.00% | 11.00% | [1] | ||
[1] | Amount is less than 10%. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) | Jun. 30, 2020 | Dec. 31, 2019 |
Company B [Member] | ||
Revenue, Major Customer [Line Items] | ||
Accounts receivable due from significant customers | 29.00% | 48.00% |
Company A [Member] | ||
Revenue, Major Customer [Line Items] | ||
Accounts receivable due from significant customers | 42.00% | 28.00% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies (Textual) | ||||||
Federal deposit insurance corporation limits | $ 250,000 | $ 250,000 | ||||
Property, plant and equipment, description | The facility we have constructed to produce the Nisin Drug Substance for Re-Tain™ is being depreciated over 39 years from when a certificate of occupancy was issued during the fourth quarter of 2017. We began depreciating the equipment for our Nisin Drug Substance facility when it was placed in service during the third quarter of 2018. Approximately 88% of these assets are being depreciated over ten years. We began depreciating the leasehold improvements to our new First Defense® production facility at 175 Industrial Way over the remainder of the ten-year lease term beginning when a certificate of occupancy was issued during the second quarter of 2020. | |||||
Concentration risk percentage, description | Sales to significant customers that amounted to 10% or more of total product sales. | |||||
U.S. government aggregated in excess of FDIC limits | 0 | $ 0 | $ 5,792,993 | |||
Advertising expenses | 5,960 | $ 9,816 | 24,487 | $ 40,623 | ||
Stock-based compensation | $ 56,634 | $ 70,081 | $ 134,038 | $ 152,916 | ||
Non-cash income tax expense to create a full valuation allowance against our net deferred tax assets | $ 563,252 | |||||
Outstanding stock options not included in the calculation because the effect would be anti-dilutive | 420,500 | 379,000 | ||||
Weighted average number of shares outstanding | 7,212,919 | 7,209,595 | 7,212,919 | 6,421,428 |
Cash, Cash Equivalents and Sh_3
Cash, Cash Equivalents and Short-Term Investments (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 |
Cash and Cash Equivalents [Abstract] | |||
Cash and cash equivalents | $ 6,202,663 | $ 6,293,293 | $ 1,296,016 |
Short-term investments | 1,992,098 | 2,480,753 | $ 8,675,329 |
Total | $ 8,194,761 | $ 8,774,046 |
Cash, Cash Equivalents and Sh_4
Cash, Cash Equivalents and Short-Term Investments (Details Textual) | 6 Months Ended |
Jun. 30, 2020 | |
Cash, Cash Equivalents and Short-Term Investments (Textual) | |
Debt covenant, description | In compliance with a bank debt covenant, we held at least $1,400,000 of otherwise unrestricted cash, cash equivalents and short-term investments in an escrow account (a non-current asset) in favor of the bank as of June 30, 2020. As of December 31, 2019, we were required to maintain at least $2,000,000 of otherwise unrestricted cash, cash equivalents and short-term investments in compliance with a bank debt covenant. |
Trade Accounts Receivable, Net
Trade Accounts Receivable, Net (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Trade Accounts Receivable, Net (Textual) | ||
Trade accounts receivable, net | $ 982,847 | $ 1,637,165 |
Inventory (Details)
Inventory (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Schedule of inventory | ||
Raw materials | $ 647,713 | $ 791,558 |
Work-in-process | 1,213,813 | 1,207,457 |
Finished goods | 31,878 | 519,241 |
Total | $ 1,893,404 | $ 2,518,256 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 234,249 | $ 218,232 |
Other receivables | 16,794 | 40,534 |
Security deposits | 800 | 800 |
Total | $ 251,843 | $ 259,566 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 37,150,191 | $ 34,876,932 |
Accumulated depreciation | (10,716,832) | (9,611,194) |
Property, plant and equipment, net | 26,433,359 | 25,265,738 |
Laboratory and manufacturing equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 15,519,758 | 15,437,724 |
Laboratory and manufacturing equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Estimated Useful Lives | 3 years | |
Laboratory and manufacturing equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Estimated Useful Lives | 10 years | |
Building and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 18,999,524 | 17,078,829 |
Building and improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Estimated Useful Lives | 10 years | |
Building and improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Estimated Useful Lives | 39 years | |
Office furniture and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 719,597 | 719,323 |
Office furniture and equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Estimated Useful Lives | 3 years | |
Office furniture and equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Estimated Useful Lives | 10 years | |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,394,445 | 1,124,189 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 516,867 | $ 516,867 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Property, Plant and Equipment, Net (Textual) | ||||
Property, plant and equipment, disposals | $ 5,317 | $ 4,564 | $ 21,611 | $ 6,394 |
Depreciation expense | $ 568,259 | $ 564,522 | $ 1,123,382 | $ 1,128,327 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 191,040 | $ 191,040 |
Accumulated Amortization | (85,968) | (76,416) |
Net Book Value | 105,072 | 114,624 |
Developed technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 184,100 | 184,100 |
Accumulated Amortization | (82,845) | (73,640) |
Net Book Value | 101,255 | 110,460 |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 1,300 | 1,300 |
Accumulated Amortization | (585) | (520) |
Net Book Value | 715 | 780 |
Non-compete agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 5,640 | 5,640 |
Accumulated Amortization | (2,538) | (2,256) |
Net Book Value | $ 3,102 | $ 3,384 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Intangible Assets (Textual) | |||||
Developed technology intangible assets | $ 191,000 | ||||
Intangible amortization expense | $ 4,776 | $ 4,776 | $ 9,552 | ||
Intangible asset amortized, useful lives | 10 years | ||||
Net value | $ 105,072 | $ 105,072 | $ 114,624 | ||
Intangible assets, description | Intangible asset amortization expense is estimated to be approximately $19,104 per year through December 31, 2025. | ||||
Amortization of intangible assets | $ 9,552 | $ 9,552 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accounts payable - trade | $ 532,305 | $ 401,958 |
Accounts payable - capital | 150,358 | 170,220 |
Accrued payroll | 265,532 | 399,501 |
Accrued professional fees | 66,700 | 73,781 |
Accrued other | 221,753 | 175,106 |
Total | $ 1,236,648 | $ 1,220,566 |
Bank Debt (Details)
Bank Debt (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Debt Instrument [Line Items] | ||||
Proceeds from Debt Issuance | $ 1,437,700 | $ 10,037,700 | ||
Debt Principal Repayments | (141,894) | (214,660) | (8,660,972) | (428,961) |
Loan #1 [Member] | ||||
Debt Instrument [Line Items] | ||||
Proceeds from Debt Issuance | ||||
Debt Principal Repayments | (16,881) | (493,696) | (33,762) | |
Loan #2 [Member] | ||||
Debt Instrument [Line Items] | ||||
Proceeds from Debt Issuance | ||||
Debt Principal Repayments | (22,260) | (2,143,771) | (44,520) | |
Loan #3 [Member] | ||||
Debt Instrument [Line Items] | ||||
Proceeds from Debt Issuance | ||||
Debt Principal Repayments | (140,714) | (3,236,429) | (281,429) | |
Loan #4 [Member] | ||||
Debt Instrument [Line Items] | ||||
Proceeds from Debt Issuance | ||||
Debt Principal Repayments | (32,000) | (2,336,000) | (64,000) | |
Loan #5 [Member] | ||||
Debt Instrument [Line Items] | ||||
Proceeds from Debt Issuance | ||||
Debt Principal Repayments | (2,805) | (309,182) | (5,250) | |
Loan #6 [Member] | ||||
Debt Instrument [Line Items] | ||||
Proceeds from Debt Issuance | 5,100,000 | |||
Debt Principal Repayments | (31,497) | (31,497) | ||
Loan #7 [Member] | ||||
Debt Instrument [Line Items] | ||||
Proceeds from Debt Issuance | 3,500,000 | |||
Debt Principal Repayments | (110,397) | (110,397) | ||
Loan #8 [Member] | ||||
Debt Instrument [Line Items] | ||||
Proceeds from Debt Issuance | 937,700 | 937,700 | ||
Debt Principal Repayments | ||||
Loan #9 [Member] | ||||
Debt Instrument [Line Items] | ||||
Proceeds from Debt Issuance | 500,000 | 500,000 | ||
Debt Principal Repayments |
Bank Debt (Details 1)
Bank Debt (Details 1) | Jun. 30, 2020USD ($) |
Debt Instrument [Line Items] | |
Year ending 12/31/2020 | $ 444,824 |
Year ending 12/31/2021 | 1,219,560 |
Year ending 12/31/2022 | 794,993 |
Year ending 12/31/2023 | 728,912 |
Year ending 12/31/2024 | 756,243 |
After 12/31/2025 | 5,951,273 |
Subtotal | 9,895,805 |
Debt Issuance Costs | (37,888) |
Total | 9,857,917 |
Loan #6 [Member] | |
Debt Instrument [Line Items] | |
Year ending 12/31/2020 | 64,964 |
Year ending 12/31/2021 | 133,384 |
Year ending 12/31/2022 | 138,128 |
Year ending 12/31/2023 | 143,041 |
Year ending 12/31/2024 | 148,128 |
After 12/31/2025 | 4,440,858 |
Total | 5,068,503 |
Loan #7 [Member] | |
Debt Instrument [Line Items] | |
Year ending 12/31/2020 | 224,551 |
Year ending 12/31/2021 | 461,046 |
Year ending 12/31/2022 | 477,444 |
Year ending 12/31/2023 | 494,425 |
Year ending 12/31/2024 | 512,011 |
After 12/31/2025 | 1,220,125 |
Total | 3,389,602 |
Loan #8 [Member] | |
Debt Instrument [Line Items] | |
Year ending 12/31/2020 | 155,309 |
Year ending 12/31/2021 | 625,130 |
Year ending 12/31/2022 | 157,261 |
Year ending 12/31/2023 | |
Year ending 12/31/2024 | |
After 12/31/2025 | |
Total | 937,700 |
Loan #9 [Member] | |
Debt Instrument [Line Items] | |
Year ending 12/31/2020 | |
Year ending 12/31/2021 | |
Year ending 12/31/2022 | 22,160 |
Year ending 12/31/2023 | 91,446 |
Year ending 12/31/2024 | 96,104 |
After 12/31/2025 | 290,290 |
Total | $ 500,000 |
Bank Debt (Details Textual)
Bank Debt (Details Textual) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Apr. 30, 2020USD ($) | Sep. 30, 2020 | Mar. 31, 2020USD ($) | Mar. 31, 2017USD ($)ft² | Mar. 31, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2010USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | |
Bank Debt (Textual) | |||||||||
Debt issue costs | $ 39,789 | ||||||||
Line of credit | 1,000,000 | ||||||||
Td Bank [Member] | Loan #1 [Member] | |||||||||
Bank Debt (Textual) | |||||||||
Proceeds from issuance of loan | $ 1,000,000 | ||||||||
Interest payments, term | 10 years | ||||||||
Loan amortization, term | 15 years | ||||||||
Balloon principal payment | $ 451,885 | ||||||||
Balloon principal payment due, description | Due during the third quarter of 2020. | ||||||||
Fixed interest rate | 6.04% | ||||||||
Td Bank [Member] | Loan #2 [Member] | |||||||||
Bank Debt (Textual) | |||||||||
Proceeds from issuance of loan | $ 2,500,000 | ||||||||
Interest payments, term | 10 years | ||||||||
Loan amortization, term | 25 years | ||||||||
Balloon principal payment | $ 1,550,000 | ||||||||
Balloon principal payment due, description | Due during the third quarter of 2025. | ||||||||
Fixed interest rate | 4.38% | ||||||||
Td Bank [Member] | Loans #3 and #4 [Member] | |||||||||
Bank Debt (Textual) | |||||||||
Proceeds from issuance of loan | $ 6,500,000 | $ 4,500,000 | |||||||
Td Bank [Member] | Loans #3 [Member] | |||||||||
Bank Debt (Textual) | |||||||||
Proceeds from issuance of loan | $ 3,940,000 | ||||||||
Interest payments, term | 7 years | ||||||||
Loan amortization, term | 7 years | ||||||||
Variable interest rate with LIBOR, description | Term loan facility bearing interest at the variable rate equal to the one-month LIBOR plus a margin of 2.25% per annum. | ||||||||
Td Bank [Member] | Loans #4 [Member] | |||||||||
Bank Debt (Textual) | |||||||||
Proceeds from issuance of loan | $ 2,560,000 | ||||||||
Interest payments, term | 10 years | ||||||||
Loan amortization, term | 25 years | ||||||||
Balloon principal payment | $ 1,408,000 | ||||||||
Balloon principal payment due, description | Due during the first quarter of 2027. | ||||||||
Td Bank [Member] | Loans #5 [Member] | |||||||||
Bank Debt (Textual) | |||||||||
Proceeds from issuance of loan | $ 340,000 | ||||||||
Interest payments, term | 10 years | ||||||||
Loan amortization, term | 20 years | ||||||||
Balloon principal payment | $ 206,000 | ||||||||
Balloon principal payment due, description | Due during the first quarter of 2027. | ||||||||
Variable interest rate with LIBOR, description | Variable rate equal to the one-month LIBOR plus a margin of 2.25% | ||||||||
Warehouse and storage facility | ft² | 4,114 | ||||||||
Gorham Savings Bank [Member] | |||||||||
Bank Debt (Textual) | |||||||||
Bank debt covenant prior to refinancing | $ 2,000,000 | ||||||||
Debt financing | 8,600,000 | ||||||||
Line of credit | 1,000,000 | ||||||||
Escrow account | $ 1,400,000 | ||||||||
Gorham Savings Bank [Member] | Loan #6 [Member] | |||||||||
Bank Debt (Textual) | |||||||||
Interest payments, term | 10 years | ||||||||
Loan amortization, term | 25 years | ||||||||
Fixed interest rate | 3.50% | ||||||||
Debt financing | $ 5,100,000 | ||||||||
Gorham Savings Bank [Member] | Loans #7 [Member] | |||||||||
Bank Debt (Textual) | |||||||||
Interest payments, term | 7 years | ||||||||
Loan amortization, term | 7 years | ||||||||
Variable interest rate with LIBOR, description | The line of credit is available as needed through March 10, 2022. There was no outstanding balance under this line of credit as of June 30, 2020. Interest on borrowings against the line of credit is variable at the rate of the one-month LIBOR plus 2.15% per annum. | ||||||||
Fixed interest rate | 3.50% | ||||||||
Debt issue costs | $ 39,789 | ||||||||
Debt financing | $ 3,500,000 | ||||||||
Paycheck Protection Program [Member] | Loan #8 [Member] | |||||||||
Bank Debt (Textual) | |||||||||
Proceeds from issuance of loan | $ 937,700 | ||||||||
Fixed interest rate | 1.00% | ||||||||
Payroll expenses, percentage | 100.00% | 60.00% | |||||||
Maine Technology Institute [Member] | Loan #9 [Member] | |||||||||
Bank Debt (Textual) | |||||||||
Proceeds from issuance of loan | $ 500,000 | ||||||||
Fixed interest rate | 5.00% |
Contingent Liabilities and Co_2
Contingent Liabilities and Commitments (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2019 | |
Contingent Liabilities and Commitments (Textual) | ||||
Purchase of inventory | $ 988,000 | |||
Other obligations | 535,000 | |||
Capital expenditures | 143,000 | |||
Capital expenditures committed | 467,000 | |||
Construct and equip commitment | 1,245,000 | |||
Royalty, percentage | 4.00% | |||
Growth assumption, percentage | 6.00% | |||
Royalties due for 2017 | 5,000 | |||
Royalties due for 2018 | 10,000 | |||
Royalties due for 2019 | 15,000 | |||
Royalties due for 2020 | 20,000 | |||
Royalties due for 2021 (and thereafter) | 25,000 | |||
Royalties | $ 33,334 | $ 76,876 |
Operating Lease (Details)
Operating Lease (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Leases [Abstract] | ||||
Operating lease cost | $ 29,499 | $ 45,096 | ||
Variable lease cost | 10,350 | 15,822 | ||
Total lease cost | $ 39,849 | $ 60,918 | ||
Weighted average remaining lease term (in years) | 9 years 7 months 6 days | 9 years 7 months 6 days | ||
Weighted average discount rate | 4.77% | 4.77% |
Operating Lease (Details 1)
Operating Lease (Details 1) | Jun. 30, 2020USD ($) |
Leases [Abstract] | |
During the six-month period ending December 31, 2020 | $ 75,201 |
During the year ending December 31, 2021 | 159,396 |
During the year ending December 31, 2022 | 162,102 |
During the year ending December 31, 2023 | 165,120 |
During the year ending December 31, 2024 | 168,210 |
During the years ending December 31, 2025 and after | 905,687 |
Total lease payments (undiscounted cash flows) | 1,635,716 |
Less: imputed interest (discount effect of cash flows) | (350,851) |
Total operating lease liabilities | $ 1,284,865 |
Operating Lease (Details Textua
Operating Lease (Details Textual) - USD ($) | Sep. 12, 2019 | Jun. 30, 2020 | Dec. 31, 2019 |
Operating Lease (Textual) | |||
Lease, description | We entered into a lease covering approximately 14,300 square feet of office and warehouse space with a Possession Date of November 15, 2019 and a Commencement Date of February 13, 2020. The property is located at 175 Industrial Way in Portland, which is a short distance from our headquarters and manufacturing facility at 56 Evergreen Drive. We renovated this space to meet our needs in expanding our production capacity for the First Defense® product line. The lease term is ten years with a right to renew for a second ten-year term and a right of first offer to purchase. At this time, we are not reasonably assured that we would exercise this renewal option in place of other real estate options. A 10-year period is reflected in the right-of-use (ROU) asset and lease liability on our balance sheet. The total lease liability over the initial 10-year term (including inflationary adjustments) aggregates approximately $1,318,945 and includes real estate and personal property taxes, utilities, insurance, maintenance and related building and operating expenses. | ||
Operating lease ROU asset | $ 1,278,945 | ||
Operating lease liability | $ 1,284,865 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Employee Stock Option [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted Average Exercise Price, Outstanding, Beginning | $ 6.48 | $ 6.37 | |
Weighted Average Exercise Price, Grants | 4.40 | 5.90 | |
Weighted Average Exercise Price, Terminations | 5.53 | 6.05 | |
Weighted Average Exercise Price, Exercises | 4.37 | ||
Weighted Average Exercise Price, Outstanding, Ending | 6.29 | $ 6.48 | |
Weighted Average Exercise Price, Vested | 6.04 | ||
Weighted average exercise price, Vested and expected to vest | $ 6.29 | ||
Aggregate Intrinsic Value, Outstanding, Beginning | [1] | $ (516,475) | $ 266,020 |
Aggregate Intrinsic Value, Outstanding, Ending | [1] | (655,695) | $ (516,475) |
Aggregate Intrinsic Value, Vested | [1] | (229,450) | |
Aggregate Intrinsic Value, Vested and expected to vest | [1] | $ (655,695) | |
2000 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding, Beginning balance | 12,500 | ||
Grants | |||
Terminations | |||
Exercises | (12,500) | ||
Outstanding, Ending balance | |||
Vested | |||
Vested and expected to vest | |||
Reserved for future grants | |||
2010 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding, Beginning balance | 255,000 | 270,000 | |
Grants | 7,000 | 26,000 | |
Terminations | (8,000) | (26,000) | |
Exercises | (15,000) | ||
Outstanding, Ending balance | 254,000 | 255,000 | |
Vested | 165,500 | ||
Vested and expected to vest | 254,000 | ||
Reserved for future grants | |||
2017 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding, Beginning balance | 133,500 | 111,500 | |
Grants | 37,000 | 25,000 | |
Terminations | (4,000) | (3,000) | |
Exercises | |||
Outstanding, Ending balance | 166,500 | 133,500 | |
Vested | 10,000 | ||
Vested and expected to vest | 166,500 | ||
Reserved for future grants | 133,500 | ||
[1] | Intrinsic value is the difference between the fair market value as of the date indicated and as of the date of the option grant. |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Employee Stock Option [Member] | |||
Weighted Average Fair Value at Grant Date, Stock options granted during the six-month period ended June 30, 2020 | $ 2.03 | $ 3.31 | |
Weighted Average Exercise Price, Stock options granted during the six-month period ended June 30, 2020 | 4.40 | $ 5.90 | |
Weighted Average Exercise Price, Stock options that were forfeited during the six-month period ended June 30, 2020 | $ 5.53 | $ 6.05 | |
Equity Option [Member] | |||
Number of Shares, Non-vested stock options as of January 1, 2020 | 321,000 | ||
Number of Shares, Non-vested stock options as of June 30, 2020 | 245,000 | 321,000 | |
Number of Shares, Stock options that vested during the six-month period ended June 30, 2020 | 108,000 | ||
Number of Shares, Stock options that were forfeited during the six-month period ended June 30, 2020 | 12,000 | ||
Weighted Average Fair Value at Grant Date, Non-vested stock options as of January 1, 2020 | $ 3.49 | ||
Weighted Average Fair Value at Grant Date, Non-vested stock options as of June 30, 2020 | 3.28 | $ 3.49 | |
Weighted Average Fair Value at Grant Date, Stock options that vested during the six-month period ended June 30, 2020 | 3.43 | ||
Weighted Average Fair Value at Grant Date, Stock options that were forfeited during the six-month period ended June 30, 2020 | 2.91 | ||
Weighted Average Exercise Price, Non-vested stock options as of January 1, 2020 | 6.55 | ||
Weighted Average Exercise Price, Non-vested stock options as of June 30, 2020 | 6.47 | $ 6.55 | |
Weighted Average Exercise Price, Stock options granted during the six-month period ended June 30, 2020 | 4.40 | ||
Weighted Average Exercise Price, Stock options that vested during the six-month period ended June 30, 2020 | 5.98 | ||
Weighted Average Exercise Price, Stock options that were forfeited during the six-month period ended June 30, 2020 | $ 5.53 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Equity [Abstract] | ||||
Risk-free interest rate | 0.29% | 1.81% | 0.54% | 2.20% |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Expected volatility | 50.00% | 52.00% | 51.00% | 52.00% |
Expected life | 4 years 9 months 18 days | 6 years 6 months | 5 years 7 months 6 days | 5 years 3 months 19 days |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) | Mar. 29, 2019USD ($)$ / sharesshares | Feb. 03, 2016USD ($)$ / sharesshares | Nov. 20, 2018USD ($) | Dec. 21, 2017USD ($)$ / sharesshares | Jul. 27, 2017USD ($)$ / sharesshares | Oct. 21, 2016USD ($)$ / sharesshares | Oct. 28, 2015USD ($) | Jun. 30, 2010shares | Jun. 30, 2000shares | Sep. 30, 1995$ / shares | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2019USD ($)Director$ / sharesshares | Dec. 31, 2019$ / sharesshares | Jun. 10, 2020shares | Dec. 31, 2018$ / shares | Jun. 14, 2018shares | Jun. 30, 2017shares | Jun. 30, 2001shares |
Stockholders' Equity (Textual) | ||||||||||||||||||
Potential issuance or sale of equity | $ | $ 10,000,000 | |||||||||||||||||
Gross proceeds | $ | $ 9,000,000 | $ 5,900,000 | $ 3,050,000 | |||||||||||||||
Net proceeds | $ | $ 8,303,000 | $ 5,313,000 | $ 2,734,000 | |||||||||||||||
Common stock shares sold | 1,636,364 | 1,123,810 | 417,807 | |||||||||||||||
Sale of stock, per share | $ / shares | $ 5.50 | $ 5.25 | $ 7.30 | |||||||||||||||
Common stock, shares authorized | 15,000,000 | 11,000,000 | ||||||||||||||||
Stock option and incentive plan, description | We currently match 100% of the first 3% of each employee’s salary that is contributed to the Plan and 50% of the next 2% of each employee’s salary that is contributed to the Plan. | |||||||||||||||||
Proceeds from exercise of stock options | $ | $ 2 | |||||||||||||||||
Potential issuance cost in equity securities | $ | $ 20,000,000 | |||||||||||||||||
Registration statement, description | Having raised $10,000,000 in gross proceeds under the February 2016, July 2017 and December 2017 equity transactions. | |||||||||||||||||
Employee Stock Option [Member] | ||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||
Number of directors exercised stock options | Director | 1 | |||||||||||||||||
Aggregate intrinsic value of options exercised | $ | $ 0 | $ 28,641 | ||||||||||||||||
Weighted-average grant date fair values of options granted | $ / shares | $ 2.03 | $ 3.31 | ||||||||||||||||
Total unrecognized stock-based compensation related to non-vested stock options | $ | $ 321,420 | |||||||||||||||||
Exercise prices of options outstanding | $ / shares | $ 6.29 | $ 6.48 | $ 6.37 | |||||||||||||||
Weighted average remaining life of unrecognized stock-based compensation related to non-vested | 1 year 6 months | |||||||||||||||||
Exercise prices | $ / shares | $ 4.37 | |||||||||||||||||
Equity Option [Member] | ||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||
Stock option and incentive plan, description | From February 2016 to March 2019, we issued the aggregate of 4,037,861 shares of common stock in five different transactions raising gross proceeds of approximately $22,464,000. These funds are essential to funding our business growth plans. | |||||||||||||||||
Share-based payment, description | Stock options covering 15,000 shares by the surrender of 10,731 shares of common stock with a fair market value of $71,998 at the time of exercise and $2 in cash. | |||||||||||||||||
Equity Option [Member] | Minimum [Member] | ||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||
Common stock, shares authorized | 11,000,000 | 8,000,000 | ||||||||||||||||
Equity Option [Member] | Maximum [Member] | ||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||
Common stock, shares authorized | 15,000,000 | 11,000,000 | ||||||||||||||||
Investor [Member] | ||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||
Gross proceeds | $ | $ 1,050,000 | |||||||||||||||||
Net proceeds | $ | $ 1,034,000 | |||||||||||||||||
Common stock shares issued | 200,000 | |||||||||||||||||
Closing share price | $ / shares | $ 5.25 | |||||||||||||||||
Private Placement [Member] | ||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||
Gross proceeds | $ | $ 3,464,000 | |||||||||||||||||
Net proceeds | $ | $ 3,161,000 | |||||||||||||||||
Common stock shares sold | 659,880 | |||||||||||||||||
Closing share price | $ / shares | $ 5.25 | |||||||||||||||||
Common Stock Rights Plan [Member] | ||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||
Share-based payment, description | At any time after a person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding common stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of common stock per Right (subject to adjustment). At any time prior to 14 days following the date that any person or group becomes an Acquiring Person (subject to extension by the Board of Directors), the Board of Directors of the Company may redeem the then outstanding Rights in whole, but not in part, at a price of $0.005 per Right, subject to adjustment. | |||||||||||||||||
Common stock purchase price | $ / shares | $ 70 | |||||||||||||||||
Employee stock, plan description | The Rights (as amended) become exercisable and transferable apart from the common stock upon the earlier of i) 10 days following a public announcement that a person or group (Acquiring Person) has, without the prior consent of the Continuing Directors (as such term is defined in the Rights Agreement), acquired beneficial ownership of 20% or more of the outstanding common stock or ii) 10 days following commencement of a tender offer or exchange offer the consummation of which would result in ownership by a person or group of 20% or more of the outstanding common stock (the earlier of such dates being called the Distribution Date). | Our Board of Directors also has voted to authorize amendments to increase the ownership threshold for determining "Acquiring Person" status to 20%. During the second quarter of 2015, our Board of Directors also voted to authorize an amendment to remove a provision that prevented a new group of directors elected following the emergence of an Acquiring Person (an owner of more than 20% of our stock) from controlling the Rights Plan by maintaining exclusive authority over the Rights Plan with pre-existing directors. | ||||||||||||||||
Sale of common stock, description | The Company should consolidate or merge with any other entity and the Company were not the surviving company, or, if the Company were the surviving company, all or part of the Company's common stock were changed or exchanged into the securities of any other entity, or if more than 50% of the Company's assets or earning power were sold | |||||||||||||||||
Option expiry date | Sep. 19, 2022 | |||||||||||||||||
2010 Plan [Member] | Employee Stock Option [Member] | ||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||
Common stock reserved for issuance under the plan | ||||||||||||||||||
Stock option granted during the period | 7,000 | 26,000 | ||||||||||||||||
2010 Plan [Member] | Employee Stock Option [Member] | Minimum [Member] | ||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||
Exercise prices of options outstanding | $ / shares | $ 3.15 | |||||||||||||||||
Exercise prices | $ / shares | 4 | $ 6.50 | ||||||||||||||||
2010 Plan [Member] | Employee Stock Option [Member] | Maximum [Member] | ||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||
Exercise prices of options outstanding | $ / shares | 8.90 | |||||||||||||||||
Exercise prices | $ / shares | $ 5.92 | 7.50 | ||||||||||||||||
2010 Plan [Member] | Employee [Member] | Employee Stock Option [Member] | ||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||
Common stock reserved for issuance under the plan | 300,000 | 254,000 | ||||||||||||||||
Stock option expiration period | 10 years | |||||||||||||||||
Option expiry date | Jun. 30, 2020 | |||||||||||||||||
2000 Plan [Member] | Employee Stock Option [Member] | ||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||
Common stock reserved for issuance under the plan | ||||||||||||||||||
Stock option granted during the period | ||||||||||||||||||
2000 Plan [Member] | Employee [Member] | Employee Stock Option [Member] | ||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||
Stock option and incentive plan, description | No less than 85% of fair market value on the date of grant in the case of non-qualified stock options. | |||||||||||||||||
Common stock reserved for issuance under the plan | 250,000 | 500,000 | ||||||||||||||||
Stock option expiration period | 10 years | |||||||||||||||||
Option expiry date | Feb. 28, 2010 | |||||||||||||||||
2017 Plan [Member] | Employee Stock Option [Member] | ||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||
Common stock reserved for issuance under the plan | 133,500 | |||||||||||||||||
Stock option granted during the period | 37,000 | 25,000 | ||||||||||||||||
2017 Plan [Member] | Employee Stock Option [Member] | Minimum [Member] | ||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||
Exercise prices of options outstanding | $ / shares | $ 3.15 | |||||||||||||||||
Exercise prices | $ / shares | 4 | 6.50 | ||||||||||||||||
2017 Plan [Member] | Employee Stock Option [Member] | Maximum [Member] | ||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||
Exercise prices of options outstanding | $ / shares | 8.90 | |||||||||||||||||
Exercise prices | $ / shares | $ 5.92 | $ 7.50 | ||||||||||||||||
2017 Plan [Member] | Employee [Member] | Employee Stock Option [Member] | ||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||
Common stock reserved for issuance under the plan | 166,500 | |||||||||||||||||
Stock option granted during the period | 44,000 | 20,000 | ||||||||||||||||
Weighted average remaining life of options exercisable | 5 years 7 months | |||||||||||||||||
All Plan [Member] | Employee [Member] | Employee Stock Option [Member] | ||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||
Common stock reserved for issuance under the plan | 300,000 | |||||||||||||||||
Weighted average remaining life of options exercisable | 5 years 7 months |
Revenue (Details)
Revenue (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | ||
Total product sales | $ 2,965,953 | $ 2,709,920 | $ 7,876,341 | $ 7,120,481 | |
United States [Member] | |||||
Total product sales | 2,599,731 | 2,527,478 | 6,957,413 | 6,305,225 | |
Other [Member] | |||||
Total product sales | [1] | $ 366,222 | $ 182,442 | $ 918,928 | $ 815,256 |
[1] | Sales outside of the United States included $133,601 of non-animal health sales during the first quarter of 2019, which product has since been divested. |
Revenue (Details 1)
Revenue (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Total product sales | $ 2,965,953 | $ 2,709,920 | $ 7,876,341 | $ 7,120,481 |
First Defense® product line [Member] | ||||
Total product sales | 2,930,581 | 2,672,531 | 7,749,773 | 6,813,448 |
Other animal health [Member] | ||||
Total product sales | 35,372 | 37,389 | 126,568 | 173,432 |
Other [Member] | ||||
Total product sales | $ 133,601 |
Revenue (Details Textual)
Revenue (Details Textual) | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Non-animal health sales | $ 133,601 |
Other Expenses, Net (Details)
Other Expenses, Net (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | ||
Other Income and Expenses [Abstract] | |||||
Interest expense | [1] | $ 77,049 | $ 111,990 | $ 423,999 | $ 226,031 |
Interest income | (2,525) | (47,099) | (15,699) | (49,414) | |
Other expenses, net | $ 74,524 | $ 64,891 | $ 408,300 | $ 176,617 | |
[1] | During the three-month period ended March 31, 2020 interest expense included the write-off of $95,000 of debt issuance costs and the payment of $165,000 to terminate our interest rate swap agreements associated with debt that we repaid. |
Other Expenses, Net (Details Te
Other Expenses, Net (Details Textual) | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Other Expenses, Net (Textual) | |
Debt issuance costs | $ 95,000 |
Payment of debt issuance cost | $ 165,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2019 | |
Income Taxes (Textual) | ||||||
Income tax expense (benefit) | $ 15,333 | $ (14,632) | $ 24,356 | |||
(Loss) income before income taxes, rate | 0.00% | 3.00% | (2.00%) | 5.00% | ||
State net operating loss carryforwards | $ 3,299,929 | |||||
Federal net operating loss carryforwards | 11,949,860 | |||||
Federal net operating loss carryforwards does not expire amount | 10,237,953 | |||||
Federal net operating loss carryforwards expires amount | 1,711,907 | |||||
Federal general business tax credit carryforwards | $ 434,838 | |||||
Tax credit carryforward, description | Federal net operating loss carryforwards of $11,949,860 of which $10,237,953 do not expire and $1,711,907 which expire in 2034 through 2037 (if not utilized before then) and state net operating loss carryforwards of $3,299,929 that expire in 2037 through 2038 (if not utilized before then). Additionally, we had federal general business tax credit carryforwards of $434,838 that expire in 2027 through 2039 (if not utilized before then) and state tax credit carryforwards of $966,266 that expire in 2023 through 2039 (if not utilized before then). | |||||
State tax credit carryforwards | $ 966,266 | |||||
Non-cash income tax expense to create a full valuation allowance against our net deferred tax assets | $ 563,252 |
Segment Information (Details)
Segment Information (Details) - Sales Revenue [Member] | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Information (Textual) | ||||
Concentration risk percentage | 99.00% | 99.00% | 98.00% | 96.00% |
U.S. dairy and beef industries [Member] | ||||
Segment Information (Textual) | ||||
Concentration risk percentage | 88.00% | 93.00% | 88.00% | 89.00% |
International Dairy and Beef [Member] | ||||
Segment Information (Textual) | ||||
Concentration risk percentage | 12.00% | 7.00% | 12.00% | 10.00% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Related Party Transactions (Textual) | |||
Revenues from transactions with related party | $ 414,309 | $ 290,581 | |
Accounts receivable | 39,076 | $ 0 | |
Marketing-related payments | $ 975 | $ 975 |
Employee Benefits (Details)
Employee Benefits (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Employee Benefits (Textual) | ||||
Employee benefits, description | All employees completing one month of service with the Company are eligible to participate. | |||
Defined benefit plans general information, description | We currently match 100% of the first 3% of each employee’s salary that is contributed to the Plan and 50% of the next 2% of each employee’s salary that is contributed to the Plan. | |||
Benefits paid | $ 35,651 | $ 33,474 | $ 65,073 | $ 64,671 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Aug. 12, 2020 | Apr. 30, 2020 |
Subsequent Events (Textual) | ||
Federal government Paycheck Protection Program | $ 937,700 | |
Accrued interest per annum | 1.00% | |
Subsequent Event [Member] | ||
Subsequent Events (Textual) | ||
Subsequent events, description | At least 60% of such forgiven amounts must be used for eligible payroll costs. During the third quarter of 2020, we applied for forgiveness of this funding using 100% eligible payroll expenses. Given current guidance that is available, we believe that we should be eligible to achieve forgiveness of the full loan amount, but this income will not be recognized until our eligible expenses are certified by our bank and the federal government. Any such forgiveness of indebtedness, in accordance with the CARES Act, does not give rise to federal taxable income, but these forgiven expenses may not also be deducted for federal tax return purposes. If not forgiven, this funding accrues interest at a rate of 1% per annum beginning on April 10, 2020, and monthly principal and interest payments on the amount outstanding as of October 10, 2020 would be due until April 2022. See Note 10. As of the time of filing on August 12, 2020, there were no other material, reportable subsequent events. |