Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 10, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | IMMUCELL CORP /DE/ | ||
Trading Symbol | ICCC | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 7,746,864 | ||
Entity Public Float | $ 64,443,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0000811641 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity File Number | 001-12934 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 01-0382980 | ||
Entity Address, Address Line One | 56 Evergreen Drive | ||
Entity Address, City or Town | Portland | ||
Entity Address, State or Province | ME | ||
Entity Address, Postal Zip Code | 04103 | ||
City Area Code | (207) | ||
Local Phone Number | 878-2770 | ||
Title of 12(b) Security | Common Stock, $0.10 par value per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 344 | ||
Auditor Name | WIPFLI LLP | ||
Auditor Location | Minneapolis, Minnesota | ||
Document Annual Report | true | ||
Document Transition Report | false |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 5,791,562 | $ 10,185,468 |
Trade accounts receivable, net | 1,758,600 | 2,694,229 |
Inventory | 6,038,539 | 3,089,974 |
Prepaid expenses and other current assets | 406,055 | 295,197 |
Total current assets | 13,994,756 | 16,264,868 |
Property, plant and equipment, net | 28,441,726 | 26,893,599 |
Operating lease right-of-use asset | 2,194,670 | 1,109,133 |
Goodwill | 95,557 | 95,557 |
Intangible assets, net | 57,312 | 76,416 |
Other assets | 76,628 | 26,115 |
TOTAL ASSETS | 44,860,649 | 44,465,688 |
CURRENT LIABILITIES: | ||
Current portion of debt obligations | 1,039,447 | 812,207 |
Current portion of operating lease liability | 31,764 | 108,012 |
Accounts payable and accrued expenses | 2,000,862 | 1,614,250 |
Total current liabilities | 3,072,073 | 2,534,469 |
LONG-TERM LIABILITIES: | ||
Debt obligations, net of current portion | 9,191,109 | 8,327,122 |
Operating lease liability, net of current portion | 2,217,418 | 1,027,157 |
Total long-term liabilities | 11,408,527 | 9,354,279 |
TOTAL LIABILITIES | 14,480,600 | 11,888,748 |
CONTINGENT LIABILITIES AND COMMITMENTS (See Note 11) | ||
STOCKHOLDERS’ EQUITY: | ||
Common stock, $0.10 par value per share, 15,000,000 shares authorized and 7,814,165 shares issued as of both December 31, 2022 and 2021 and 7,746,864 and 7,741,864 shares outstanding as of December 31, 2022 and 2021, respectively | 781,417 | 781,417 |
Additional paid-in capital | 35,978,364 | 35,692,388 |
Accumulated deficit | (6,232,499) | (3,738,694) |
Treasury stock, at cost, 67,301 and 72,301 shares as of December 31, 2022 and 2021, respectively | (147,233) | (158,171) |
Total stockholders’ equity | 30,380,049 | 32,576,940 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 44,860,649 | $ 44,465,688 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in Dollars per share) | $ 0.1 | $ 0.1 |
Common stock, shares authorized | 15,000,000 | 15,000,000 |
Common stock, shares issued | 7,814,165 | 7,814,165 |
Common stock, shares outstanding | 7,746,864 | 7,741,864 |
Treasury stock | 67,301 | 72,301 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Product sales | $ 18,567,962 | $ 19,242,969 |
Costs of goods sold | 10,919,183 | 10,587,040 |
Gross margin | 7,648,779 | 8,655,929 |
Product development expenses | 4,493,872 | 4,168,518 |
Sales and marketing expenses | 3,190,033 | 2,503,926 |
Administrative expenses | 2,263,817 | 1,726,100 |
Operating expenses | 9,947,722 | 8,398,544 |
NET OPERATING (LOSS) INCOME | (2,298,943) | 257,385 |
Other expenses, net | 187,190 | 326,512 |
LOSS BEFORE INCOME TAXES | (2,486,133) | (69,127) |
Income tax expense | 7,672 | 9,165 |
NET LOSS | $ (2,493,805) | $ (78,292) |
Basic weighted average common shares outstanding (in Shares) | 7,745,122 | 7,592,290 |
Basic net loss per share (in Dollars per share) | $ (0.32) | $ (0.01) |
Diluted weighted average common shares outstanding (in Shares) | 7,745,122 | 7,592,290 |
Diluted net loss per share (in Dollars per share) | $ (0.32) | $ (0.01) |
Statements of Stockholders_ Equ
Statements of Stockholders’ Equity - USD ($) | Common Stock | Additional paid-in capital | Accumulated Deficit | Treasury Stock | Total |
Balance at Dec. 31, 2020 | $ 729,901 | $ 31,372,093 | $ (3,660,402) | $ (175,392) | $ 28,266,200 |
Balance (in Shares) at Dec. 31, 2020 | 7,299,009 | 80,173 | |||
BALANCE, | |||||
Net loss | (78,292) | (78,292) | |||
Public offering of common stock, net of $17,011 of offering costs | $ 51,516 | 4,181,510 | 4,233,026 | ||
Public offering of common stock, net of $17,011 of offering costs (in Shares) | 515,156 | ||||
Exercise of stock options | (5,528) | $ 17,221 | 11,693 | ||
Exercise of stock options (in Shares) | (7,872) | ||||
Stock-based compensation | 144,313 | 144,313 | |||
Balance at Dec. 31, 2021 | $ 781,417 | 35,692,388 | (3,738,694) | $ (158,171) | 32,576,940 |
Balance (in Shares) at Dec. 31, 2021 | 7,814,165 | 72,301 | |||
BALANCE, | |||||
Net loss | (2,493,805) | (2,493,805) | |||
Exercise of stock options | 19,732 | $ 10,938 | 30,670 | ||
Exercise of stock options (in Shares) | (5,000) | ||||
Stock-based compensation | 266,244 | 266,244 | |||
Balance at Dec. 31, 2022 | $ 781,417 | $ 35,978,364 | $ (6,232,499) | $ (147,233) | $ 30,380,049 |
Balance (in Shares) at Dec. 31, 2022 | 7,814,165 | 67,301 |
Statements of Stockholders_ E_2
Statements of Stockholders’ Equity (Parentheticals) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Public offering of common stock | $ 17,011 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,493,805) | $ (78,292) |
Adjustments to reconcile net loss to net cash (used for) provided by operating activities: | ||
Depreciation | 2,468,479 | 2,442,036 |
Amortization of intangible assets | 19,104 | 19,104 |
Amortization of debt issuance costs | 7,658 | 7,841 |
Stock-based compensation | 266,244 | 144,313 |
(Gain) loss on disposal of property, plant and equipment | (7,334) | 30,963 |
Non-cash rent expense | 28,476 | 10,716 |
Changes in: | ||
Trade accounts receivable | 935,629 | (897,428) |
Accrued interest income | 495 | |
Inventory | (2,948,565) | (997,460) |
Prepaid expenses and other current assets | (110,858) | 26,064 |
Other assets | (50,513) | 58 |
Accounts payable and accrued expenses | 341,614 | 245,760 |
Net cash (used for) provided by operating activities | (1,543,871) | 954,170 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property, plant and equipment | (3,975,274) | (2,608,649) |
Maturities of investment | 996,000 | |
Proceeds from sale of property, plant and equipment | 11,000 | 15,290 |
Net cash used for investing activities | (3,964,274) | (1,597,359) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from public offering, net | 4,233,026 | |
Proceeds from debt issuance | 2,000,000 | 400,000 |
Debt principal repayments | (897,125) | (768,271) |
(Payments) net adjustments of debt issuance costs | (19,306) | 2,272 |
Proceeds from exercise of stock options | 30,670 | 11,693 |
Net cash provided by financing activities | 1,114,239 | 3,878,720 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (4,393,906) | 3,235,531 |
BEGINNING CASH AND CASH EQUIVALENTS | 10,185,468 | 6,949,937 |
ENDING CASH AND CASH EQUIVALENTS | 5,791,562 | 10,185,468 |
CASH PAID FOR: | ||
Income taxes | 4,923 | 5,110 |
Interest expense | 338,516 | 308,682 |
NON-CASH ACTIVITIES: | ||
Change in capital expenditures included in accounts payable and accrued expenses | (44,998) | (18,263) |
Surrender of shares to exercise stock options | 165,337 | |
Lease liability arising from obtaining right-of-use asset | $ 1,184,727 |
Business Operations
Business Operations | 12 Months Ended |
Dec. 31, 2022 | |
Business Operations [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. As disclosed in Note 17, “Segment Information”, one of our business segments is dedicated to Scours and the other is focused on Mastitis. We manufacture and market the First Defense ® Immediate Immunity™ E. coli Re-Tain ® |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Presentation We have prepared the accompanying audited 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 accurately 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 and Cash Equivalents 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. There are no cash equivalents in excess of Federal Deposit Insurance Corporation (FDIC) limits of $250,000 per financial institution per depositor. See Note 3. (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 December 31, 2022 and 2021, 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 at 33 Caddie Lane to produce the Nisin Drug Substance for Re-Tain ® First Defense ® (f) Leases We account for our real estate leases using a right-of-use model, which recognizes that at the date of commencement, a lessee has a financial obligation to make lease payments to the lessor for the right to use the underlying asset during the lease term and recognizes a corresponding right-of-use (ROU) asset related to this right. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the expected lease term. The ROU asset is also adjusted for any lease prepayments made, lease incentives received and initial direct costs incurred. For operating leases with lease payments that fluctuate over the lease term, the total lease costs are recognized on a straight-line basis over the lease term. Our leases, at times, may include options to extend the term of the lease. When it is reasonably certain that we will exercise the option, we include the impact of the option in the lease term for purposes of determining future lease payments. For all underlying classes of assets, we made an accounting policy election to not recognize assets or liabilities for leases with a term of twelve months or less and to account for all components in a lease arrangement as a single combined lease component. Short-term lease payments are recognized on a straight-line basis. Certain of our lease agreements include variable rent payments, consisting primarily of amounts paid to the lessor based on cost or consumption, such as maintenance and real estate taxes. These costs are recognized in the period in which the obligation is incurred. Because our leases do not specify an implicit rate, we use an incremental borrowing rate based on information available at the lease commencement date to determine the present value of the lease payments. We evaluate our right-of-use asset for impairment when events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. See Note 12. (g) 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 the amounts paid in excess of fair value of the net assets (including tax attributes) as goodwill, which is accounted for under the acquisition method of accounting. We assess the impairment of intangible assets and goodwill that have indefinite lives (when applicable) at the reporting unit level on an annual basis (as of December 31 st (h) Valuation of Long-Lived Assets We periodically evaluate our long-lived assets, consisting principally of property, plant and equipment, 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. No impairment was recognized during the years ended December 31, 2022 or 2021. (i) 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. We also hold money market accounts in our bank 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 years ended December 31, 2022 and 2021, there were no transfers between levels. As of December 31, 2022 and 2021, our Level 1 assets measured at fair value by quoted prices in active markets consisted of bank savings accounts and money market accounts. There were no assets or liabilities measured at fair value on a nonrecurring basis as of December 31, 2022 and 2021. The carrying values of our cash and money market accounts as of December 31, 2022 and 2021 and of our bank debt as of December 31, 2021 approximated their fair market values. Due to inflation and the changing interest rate environment, the carrying value of our bank debt as of December 31, 2022 differed from its fair market value. These values are reflected in the following tables: As of December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash and money market accounts $ 5,791,562 $ — $ — $ 5,791,562 Liabilities: Bank debt $ — $ 8,897,197 $ — $ 8,897,197 As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash and money market accounts $ 10,185,468 $ — $ — $ 10,185,468 Liabilities: Bank debt $ — $ 9,139,329 $ — $ 9,139,329 (j) 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 Years Ended 2022 2021 Company A 40 % 46 % Company B 33 % 28 % 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 41 % 38 % Company B 28 % 34 % Company C 12 % * * Amount is less than 10%. (k) Revenue Recognition We recognize revenue in accordance with Codification Topic 606, Revenue from Contracts with Customers (ASC 606) (l) 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. 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 or is deemed to be in excess or obsolete. (m) 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 2019. We have evaluated the positions taken on our filed tax returns and have concluded that no uncertain tax positions existed as of December 31, 2022 or 2021. Although we believe that our estimates are reasonable, actual results could differ from these estimates. See Note 16. (n) Stock-Based Compensation We account for stock-based compensation in accordance with Codification Topic 718, Compensation-Stock Compensation (o) Net Loss Per Common Share Net loss per common share has been computed in accordance with Codification Topic 260-10, Earnings Per Share During the Years Ended 2022 2021 Net loss attributable to stockholders $ (2,493,805 ) $ (78,292 ) Weighted average common shares outstanding - Basic 7,745,122 7,592,290 Dilutive impact of share-based compensation awards — — Weighted average common shares outstanding - Diluted 7,745,122 7,592,290 Net loss per share: Basic $ (0.32 ) $ (0.01 ) Diluted $ (0.32 ) $ (0.01 ) (p) 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. (q) New Accounting Pronouncements Adopted Effective January 1, 2021, we adopted ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting (r) New Accounting Pronouncement Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
CASH AND CASH EQUIVALENTS | 3. CASH AND CASH EQUIVALENTS Cash and cash equivalents amounted to $5,791,562 and $10,185,468 as of December 31, 2022, and 2021, respectively. |
Trade Accounts Receivable, Net
Trade Accounts Receivable, Net | 12 Months Ended |
Dec. 31, 2022 | |
Trade Accounts Receivable, Net [Abstract] | |
TRADE ACCOUNTS RECEIVABLE, net | 4. TRADE ACCOUNTS RECEIVABLE, net Trade accounts receivable amounted to $1,758,600, $2,694,229 and $1,796,801 as of December 31, 2022, 2021 and 2020, respectively. No allowance for bad debt or product returns was recorded as of December 31, 2022, 2021 or 2020. The trade accounts receivable balances include $46,426 and $55,490 due from a related party as of December 31, 2022 and 2021, respectively. See Note 18. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2022 | |
Inventory [Abstract] | |
INVENTORY | 5. INVENTORY Inventory consisted of the following: As of As of Raw materials $ 2,419,982 $ 971,606 Work-in-process 3,468,702 1,902,299 Finished goods 149,855 216,069 Total $ 6,038,539 $ 3,089,974 These inventory figures are net of a $587,620 write-off of scrapped inventory that resulted principally from a contamination event in our production process around the end of the third quarter of 2022. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses and Other Current Assets [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 $ 363,877 $ 268,713 Other receivables 42,178 26,484 Total $ 406,055 $ 295,197 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
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 As of As of Laboratory and manufacturing equipment 3-10 $ 19,181,960 $ 17,388,757 Buildings and improvements 10-39 20,050,167 19,119,698 Office furniture and equipment 3-10 900,306 869,191 Construction in progress n/a 3,668,046 2,992,359 Land n/a 516,867 516,867 Property, plant and equipment, gross 44,317,346 40,886,872 Accumulated depreciation (15,875,620 ) (13,993,273 ) Property, plant and equipment, net $ 28,441,726 $ 26,893,599 As of December 31, 2022 and 2021, construction in progress consisted principally of payments toward the First Defense ® Re-Tain ® |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 8. INTANGIBLE ASSETS Intangible assets of $191,040 were valued using the relief from royalty method and are being amortized to costs of goods sold over their useful lives, which are estimated to be 10 years. Intangible amortization expense was $19,104 during both of the years ended December 31, 2022 and 2021. The net value of these intangibles was $57,312 and $76,416 as of December 31, 2022 and 2021, respectively. Intangible asset amortization expense is estimated to be $19,104 per year through December 31, 2025. Intangible assets as of December 31, 2022 consisted of the following: Gross Carrying Value Accumulated Amortization Net Book Developed technology $ 184,100 $ (128,870 ) $ 55,230 Customer relationships 1,300 (910 ) 390 Non-compete agreements 5,640 (3,948 ) 1,692 Total $ 191,040 $ (133,728 ) $ 57,312 Intangible assets as of December 31, 2021 consisted of the following: Gross Carrying Value Accumulated Amortization Net Book Developed technology $ 184,100 $ (110,460 ) $ 73,640 Customer relationships 1,300 (780 ) 520 Non-compete agreements 5,640 (3,384 ) 2,256 Total $ 191,040 $ (114,624 ) $ 76,416 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Payable and Accrued Expenses [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 $ 726,736 $ 726,781 Accounts payable – capital 63,261 18,263 Accrued payroll 966,553 585,939 Accrued professional fees 95,550 82,050 Accrued other 143,872 199,076 Income tax payable 4,890 2,141 Total $ 2,000,862 $ 1,614,250 |
Bank Debt
Bank Debt | 12 Months Ended |
Dec. 31, 2022 | |
Bank Debt [Abstract] | |
BANK DEBT | 10. BANK DEBT During the first quarter of 2020, we closed on a debt financing with Gorham Savings Bank (GSB) aggregating $8,600,000 and a $1,000,000 line of credit. The debt was comprised of a $5,100,000 mortgage note (Loan #1) that bears interest at a fixed rate of 3.50% per annum (with a 10-year term and 25-year amortization schedule and a balloon principal payment of $3,145,888 due during the first quarter of 2030) and a $3,500,000 note (Loan #2) 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 11, 2024. Interest on borrowings against the line of credit is variable at the National Prime Rate per annum. There was no outstanding balance under this line of credit as of December 31, 2022 or 2021. 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. During the fourth quarter of 2020, we closed on a $1,500,000 note with GSB (Loan #4) that bears interest at a fixed rate of 3.50% per annum (with a 7-year term and amortization schedule). Proceeds of $624,167 were used to prepay a portion of the outstanding principal on our mortgage note (Loan #1), which reduced the outstanding balance to 80% of the most recent appraised value of the property securing the debt, which allowed GSB to release the $1,400,000 that had been held in escrow. This resulted in no change in the balloon principal payment of $3,145,888 due during the first quarter of 2030. The remaining proceeds were available for general working capital purposes. During the first quarter of 2022, we closed on an additional $2,000,000 in mortgage debt, which bears interest at the fixed rate of 3.58% per annum. This was accomplished through an amendment of the original mortgage note (Loan #1) that increased the then outstanding principal balance from $4,233,957 to $6,233,957 bearing interest at the blended fixed rate of 3.53% per annum. This increased the balloon payment from $3,145,888 to $3,687,348 and extended the due date of the balloon payment from the first quarter of 2030 to the first quarter of 2032. In connection with these credit facilities, we incurred aggregate debt issuance costs of $70,170 ($19,306 of which was incurred during 2022). The amortization of these debt issuance costs is being recorded as a component of interest expense, included in other expenses, net, and is being amortized over the underlying terms of the notes. These three credit facilities are secured by liens on substantially all of our assets and are subject to certain restrictions and financial covenants. Given the funds we raised through an equity issuance in April 2021, GSB waived the minimum debt service coverage (DSC) ratio requirement of 1.35 for the year ended December 31, 2021. By negotiation with GSB in connection with the mortgage debt financing during the first quarter of 2022, the required minimum DSC ratio was reduced to 1.0 for the year ending December 31, 2022. By subsequent negotiation with GSB, compliance with the required minimum DSC ratio was waived for the year ended December 31, 2022. During the first quarter of 2023, the DSC ratio covenant for the year ending December 31, 2023 was waived by GSB. Instead, we are required to meet a minimum DSC ratio requirement of 1.35 for the twelve-month periods ending June 30, 2024, September 30, 2024 and December 31, 2024 and then again annually after that. During the second quarter of 2020, we received a loan from the Maine Technology Institute (MTI) (Loan #3) in the aggregate principal amount of $500,000. The first 2.25 years of this loan were interest-free with no interest accrual or required principal payments. Beginning during the fourth quarter of 2022, Loan #3 became subject to quarterly principal and interest payments at a fixed rate of 5% per annum over the final five years of the loan, through the third quarter of 2027 if not repaid before then. On June 30, 2021, we executed definitive agreements covering a second loan from the MTI (Loan #5) in the aggregate principal amount of $400,000, proceeds from which were received in July 2021. The first two years of this loan are interest-free with no interest accrual or required principal payments. Principal and interest payments at a fixed rate of 5% per annum are due quarterly over the final 5.5 years of the loan, beginning during the third quarter of 2023 and continuing through the fourth quarter of 2028 if not repaid before then. These credit facilities are unsecured and subordinated to our indebtedness to GSB. Failure to make timely payments of principal and interest, or otherwise to comply with the terms of the agreements with the MTI, would entitle the MTI to accelerate the maturity of such debt and demand repayment in full. These loans may be prepaid without penalty at any time. Debt proceeds received and principal repayments made during the years ended December 31, 2022 and 2021 are reflected in the following table by period and by loan: During the Year During the Year Proceeds from Debt Debt Principal Proceeds from Debt Issuance Debt Principal Loan #1 $ 2,000,000 $ (199,013 ) $ — $ (115,860 ) Loan #2 — (477,237 ) — (460,637 ) Loan #3 — (22,160 ) — — Loan #4 — (198,715 ) — (191,774 ) Loan #5 — — 400,000 — Total $ 2,000,000 $ (897,125 ) $ 400,000 $ (768,271 ) Principal payments (net of debt issuance costs) due under bank loans outstanding as of December 31, 2022 (excluding our $1,000,000 line of credit) are reflected in the following table by the year that payments are due: During the Years Ending December 31, 2023 2024 2025 2026 2027 Thereafter Total Loan #1 $ 223,341 $ 230,891 $ 239,876 $ 248,604 $ 257,649 $ 4,864,766 $ 6,065,127 Loan #2 494,441 512,102 530,738 549,881 140,474 — 2,227,636 Loan #3 91,446 96,104 101,001 106,146 83,143 — 477,840 Loan #4 205,878 213,217 220,994 228,965 240,458 — 1,109,512 Loan #5 32,017 66,470 69,856 73,415 77,156 81,086 400,000 Subtotal 1,047,123 1,118,784 1,162,465 1,207,011 798,880 4,945,852 10,280,115 Debt issuance costs (7,676 ) (7,267 ) (7,168 ) (7,168 ) (5,420 ) (14,860 ) (49,559 ) Total $ 1,039,447 $ 1,111,517 $ 1,155,297 $ 1,199,843 $ 793,460 $ 4,930,992 $ 10,230,556 |
Contingent Liabilities and Comm
Contingent Liabilities and Commitments | 12 Months Ended |
Dec. 31, 2022 | |
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 against any liability arising from their responsibilities as officers and directors to the maximum extent permitted by Delaware law. In addition, we make similar indemnity undertakings with 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 believe 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 December 31, 2022. We plan to purchase certain key parts (syringes) and services (formulation, aseptic filling and final packaging of Drug Product) pertaining to Re-Tain ® Effective March 28, 2022, the Company entered into an Amended and Restated Separation and Deferred Compensation Agreement (the “Deferred Compensation Agreement”) with Mr. Brigham, its President and CEO, that superseded and replaced in its entirety a March 2020 severance agreement between the Company and Mr. Brigham. Upon separation from the Company for any reason, Mr. Brigham’s Deferred Compensation Agreement allows Mr. Brigham to be paid, among other amounts, all earned and unused paid time off (which amount totaling $222,000 was accrued during the first quarter of 2022 and included in accounts payable and accrued expenses on the accompanying balance sheet as of December 31, 2022) and to receive up to an additional $300,000 in deferred compensation (which amount is being accrued over the three-year period ending in January 2025). This deferred compensation payment vested as to $100,000 on January 1, 2023, and will vest as to an additional $100,000 on each of January 1, 2024 and January 1, 2025, provided that Mr. Brigham is employed by the Company on these future vesting dates. The vested amounts would be paid upon the earlier of January 31, 2025 or within thirty (30) days following his separation from the Company. This amount is being accrued over the three-year period ending in January 2025. As of December 31, 2022, $100,000 was included as part of accounts payable and accrued expenses on the accompanying balance sheet. In addition, upon termination of Mr. Brigham’s employment (a) by the Company other than for cause, (b) due to death or disability or (c) by Mr. Brigham for good reason, in each case as described and defined in the Deferred Compensation Agreement, the Company agrees to pay Mr. Brigham 100% of his then current annual base salary and a lump sum payment equal to the employer portion of the costs of continued health benefits for Mr. Brigham and his covered dependents for a twelve-month period following termination, and certain equity incentive awards granted to Mr. Brigham would continue to vest following such termination in accordance with the terms of the Deferred Compensation Agreement. We generally enter into incentive compensation agreements with our three executive officers annually. These agreements, which are publicly filed, with Mr. Brigham (our President and CEO), Ms. Brockmann (our Vice President of Sales and Marketing) and Ms. Williams (our Vice President of Manufacturing Operations) allowed them to earn incentive compensation if certain regulatory and financial objectives were met during the years ended December 31, 2022 and 2021, as specified in their agreements. Similar agreements have been entered into and filed with these executive officers for the year ending December 31, 2023. Amounts related to these incentive compensation agreements are accrued over the period they are earned (when it is probable that the amounts will be earned) based on our best estimate of the amounts expected to be earned. In addition to the commitments discussed above, we had committed $294,000 to increase our production capacity for the First Defense ® Re-Tain ® |
Operating Lease
Operating Lease | 12 Months Ended |
Dec. 31, 2022 | |
Operating Lease [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 ® During the Years Ended 2022 2021 Lease Cost Operating lease cost $ 149,176 $ 117,996 Variable lease cost 36,404 41,400 Total lease cost $ 185,580 $ 159,396 Operating Lease Cash paid for operating lease liabilities $ 148,302 $ 159,396 Weighted average remaining lease term (in years) 20.1 8.1 Weighted average discount rate 5.54 % 4.77 % Future lease payments required under non-cancelable operating leases in effect as of December 31, 2022 were as follows: Amount During the years ending December 31, 2023 $ 155,730 2024 162,384 2025 165,090 2026 168,395 2027 171,760 Thereafter 3,049,071 Total lease payments (undiscounted cash flows) 3,872,430 Less: imputed interest (discount effect of cash flows) (1,623,248 ) Total operating liabilities $ 2,249,182 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | 13. STOCKHOLDERS’ EQUITY Common Stock Issuances From February 2016 to April 2021, we sold the aggregate of 4,553,017 shares of common stock in six different transactions raising gross proceeds of approximately $26,714,000 at the weighted average price of $5.87 per share. These funds have been essential to funding our business growth plans. The details of each transaction are discussed below. 1) During February of 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). 2) During October of 2016, we sold, in a private placement, 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). 3) During July of 2017, we sold 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). 4) During December of 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). 5) During March of 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). 6) During April of 2021, we sold 515,156 shares of our common stock at a price of $8.25 per share in a public, registered sale to seven investors pursuant to our effective shelf registration statement on Form S-3, raising gross proceeds of approximately $4,250,000 and resulting in net proceeds of approximately $4,233,000 (after deducting expenses incurred in connection with the equity financing). Stock Option Plans 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 10 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 December 31, 2022, there were 202,500 options 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. An amendment to the 2017 Plan increasing the number of shares reserved for issuance under the 2017 Plan from 300,000 shares to 650,000 shares was approved by a vote of stockholders at the Annual Meeting of Stockholders in June 2022. 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 10 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 December 31, 2022, there were 402,500 options outstanding under the 2017 Plan. Activity under the stock option plans described above was as follows: 2010 Plan 2017 Plan Weighted Average Exercise Price Aggregate Intrinsic Value (1) Outstanding as of December 31, 2020 237,500 176,500 $ 6.38 $ (180,038 ) Grants — 86,000 $ 9.78 Terminations/forfeitures (2) (12,000 ) (20,000 ) $ 7.26 Exercises (7,000 ) (18,000 ) $ 7.08 Outstanding as of December 31, 2021 218,500 224,500 $ 6.94 $ 468,425 Grants — 210,500 $ 7.73 Terminations/forfeitures (2) (11,000 ) (32,500 ) $ 7.34 Exercises (5,000 ) — $ 6.13 Outstanding as of December 31, 2022 202,500 402,500 $ 7.19 $ (661,310 ) Vested as of December 31, 2022 184,500 113,500 $ 6.66 $ (165,575 ) Vested and expected to vest as of December 31, 2022 202,500 402,500 $ 7.19 $ (661,310 ) Reserved for future grants — 229,500 (1) Intrinsic value is the difference between the fair market value of the underlying common stock as of the date indicated and as of the date of the option grant (which is equal to the option exercise price). (2) Terminations and forfeitures are recognized when they occur. 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, 2022 160,000 $ 3.36 $ 7.23 Non-vested stock options as of December 31, 2022 307,000 $ 3.80 $ 7.71 Stock options granted during the year ended December 31, 2022 210,500 $ 4.03 $ 7.73 Stock options that vested during the year ended December 31, 2022 31,000 $ 2.79 $ 5.35 Stock options that were terminated or forfeited during the year ended December 31, 2022 43,500 $ 4.00 $ 7.34 During the year ended December 31, 2022, one former employee and two employees exercised stock options covering 5,000 shares with $30,670 in cash. During the year ended December 31, 2021, one director and three employees exercised stock options covering 25,000 shares by the surrender of 17,128 shares of common stock with a fair market value of $165,337 at the time of exercise and the payment of $11,693 in cash. The weighted average remaining life of the options outstanding under the 2010 Plan and the 2017 Plan as of December 31, 2022 was approximately 5 years and 2 months. The weighted average remaining life of the options exercisable under these plans as of December 31, 2022 was approximately 3 years and 7 months. The exercise prices of the options outstanding as of December 31, 2022 ranged from $4.00 to $10.04 per share. The 210,500 stock options granted during the year ended December 31, 2022 had exercise prices between $6.52 and $9.39 per share. The 86,000 stock options granted during the year ended December 31, 2021 had exercise prices between $6.10 and $10.04 per share. The aggregate intrinsic value of options exercised during the years ended December 31, 2022 and 2021 approximated $10,525 and $64,977, respectively. The weighted-average grant date fair values of options granted during the years ended December 31, 2022 and 2021 were $4.03 and $4.51 per share, respectively. As of December 31, 2022, total unrecognized stock-based compensation related to non-vested stock options aggregated $793,171, which will be recognized over a weighted average remaining period of approximately 2 years. 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(n), with the following weighted-average assumptions: During the Years Ended 2022 2021 Risk-free interest rate (1) 3.04% 0.86% Dividend yield (2) 0% 0% Expected volatility (2) 53% 54% Expected life (3) 5.9 years 5.0 years (1) The risk-free interest rate is based on U.S. Treasury yields for a maturity approximating the expected option term. (2) The dividend yield and expected volatility are derived from averages of our historical data. (3) The expected life is calculated utilizing the simplified method, which uses the mid-point between the vesting period and the contractual term as the expected life. 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. During the third quarter of 2011, our Board of Directors voted to authorize an amendment to the Rights Plan 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 Plan. At various times over the years, our Board of Directors has voted to authorize amendments to the Rights Plan to extend the Final Expiration Date. Our Board of Directors decided to seek an advisory vote by stockholders at the Annual Meeting of Stockholders held in June 2022, as to whether to extend the Rights Plan by one year to September 19, 2023. Recognizing that there might be a substantial number of broker non-votes, our Board of Directors, which has the authority to amend the Rights Plan, disclosed that it would be guided by the votes actually cast on this proposal in deciding whether to extend the expiration date of such plan by one year. Of the votes actually cast on this proposal, 65% voted in favor, 32% voted against and 3% abstained. On the basis of this vote, our Board of Directors voted to extend the Rights Plan by one year to September 19, 2023. Authorized Common Stock 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 | 12 Months Ended |
Dec. 31, 2022 | |
Revenue [Abstract] | |
REVENUE | 14. REVENUE We primarily offer the First Defense Ò product line to dairy and beef producers to prevent scours in newborn calves. Generally, our products are promoted to veterinarians as well as dairy and beef producers by our sales team and then sold through distributors. Our primary market is North America. We do sell into select international regions and may expand this international reach in the future. There were no material changes between the allocation and timing of revenue recognition during the years ended December 31, 2022 or 2021. We do not have any contract assets for which we have satisfied the performance obligations, but do not yet have the right to bill for, or contract liabilities such as customer advances. All trade receivables on our balance sheets are from contracts with customers. We incur no material costs to obtain contracts. The following table presents our product sales disaggregated by geographic area: During the Years Ended December 31, 2022 % 2021 % United States $ 17,020,797 92 % $ 16,620,363 86 % Other 1,547,165 8 % 2,622,606 14 % Total Product Sales $ 18,567,962 100 % $ 19,242,969 100 % The following table presents our product sales disaggregated by major product category: During the Years Ended December 31, 2022 % 2021 % First Defense ® product line $ 18,411,949 99 % $ 18,933,092 98 % Other animal health 156,013 1 % 309,877 2 % Total Product Sales $ 18,567,962 100 % $ 19,242,969 100 % |
Other Expenses, Net
Other Expenses, Net | 12 Months Ended |
Dec. 31, 2022 | |
Other Expenses, Net [Abstract] | |
OTHER EXPENSES, NET | 15. OTHER EXPENSES, NET Other expenses, net, consisted of the following: During the Years Ended 2022 2021 Interest expense (1) $ 348,536 $ 314,359 (Gain) loss on disposal of property, plant and equipment (7,334 ) 30,963 Interest income (153,100 ) (18,810 ) Income - other (912 ) — Other expenses, net $ 187,190 $ 326,512 (1) Interest expense includes amortization of debt issuance costs of $7,658 and $7,841 during the years ended December 31, 2022 and 2021, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
INCOME TAXES | 16. INCOME TAXES Our income tax expense aggregated $7,672 and $9,165 (amounting to less than 1% and 13% of our loss before income taxes) during the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, we had federal net operating loss carryforwards of $15,516,167 of which $13,804,260 do not expire and of which $1,711,907 expire in 2034 through 2037 (if not utilized before then) and state net operating loss carryforwards of $1,106,340 that expire in 2037 through 2038 (if not utilized before then). Additionally, we had federal general business tax credit carryforwards of $673,233 that expire in 2027 through 2042 (if not utilized before then) and state tax credit carryforwards of $791,397 that expire in 2023 through 2042 (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. No subsequent adjustments were recorded. 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 audited financial statements. The income tax provision consisted of the following: During the Years Ended December 31, 2022 2021 Current Federal $ — $ — State 7,672 9,165 Current subtotal 7,672 9,165 Deferred Federal (576,780 ) (63,097 ) State (88,533 ) (14,990 ) Deferred subtotal, gross (665,313 ) (78,087 ) Valuation allowance 665,313 78,087 Deferred subtotal, net — — Income tax expense $ 7,672 $ 9,165 The actual income tax expense differs from the expected tax computed by applying the U.S. federal corporate tax rate of 21% to the loss before income taxes during the years ended December 31, 2022 and 2021 respectively, as follows: During the Years Ended December 31, 2022 2021 $ % $ % Computed expected income tax expense rate $ (522,088 ) (21.00 )% $ (14,517 ) (21.00 )% State income taxes, net of federal expense (47,643 ) (1.92 ) 7,522 10.88 Share-based compensation 36,652 1.48 13,716 19.84 Tax credits (131,361 ) (5.28 ) (79,901 ) (115.58 ) Valuation allowance 665,313 26.76 78,087 112.96 Other 6,799 0.27 4,258 6.16 Income tax expense/rate $ 7,672 0.31 % $ 9,165 13.26 % The significant components of our deferred tax assets, net, consisted of the following: As of December 31, 2022 2021 Property, plant and equipment $ (2,530,472 ) $ (2,483,145 ) Federal general business tax credits 673,233 557,795 Federal net operating loss carryforwards 3,258,395 3,094,283 State tax credits and net operating loss carryforwards 817,617 809,618 §174 R & D expenditures 341,683 — Deferred compensation 23,370 — Prepaid expenses and other 15,587 (6,289 ) UNICAP 32,787 14,178 Incentive compensation 76,554 57,001 Valuation allowance (2,708,754 ) (2,043,441 ) Deferred tax assets, net $ — $ — |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 17. SEGMENT INFORMATION Our business operations (being the development, acquisition, manufacture and sale of products that improve the health and productivity of dairy and beef cattle) are described in Note 1. Pursuant to Codification Topic 280, Segment Reporting First Defense ® CMT Re-Tain ® Re-Tain ® First Defense ® Re-Tain ® During the Year Ended December 31, 2022 Scours Mastitis Other Total Product sales $ 18,411,949 $ 154,558 $ 1,455 $ 18,567,962 Costs of goods sold 10,754,189 136,347 28,647 10,919,183 Gross margin 7,657,760 18,211 (27,192 ) 7,648,779 Product development expenses 66,346 4,317,921 109,605 4,493,872 Sales and marketing expenses 1,871,926 1,318,107 — 3,190,033 Administrative expenses — — 2,263,817 2,263,817 Operating expenses 1,938,272 5,636,028 2,373,422 9,947,722 NET OPERATING INCOME (LOSS) $ 5,719,488 $ (5,617,817 ) $ (2,400,614 ) $ (2,298,943 ) During the Year Ended December 31, 2021 Scours Mastitis Other Total Product sales $ 18,933,092 $ 143,280 $ 166,597 $ 19,242,969 Costs of goods sold 10,411,936 99,957 75,147 10,587,040 Gross margin 8,521,156 43,323 91,450 8,655,929 Product development expenses 25,374 3,887,781 255,363 4,168,518 Sales and marketing expenses 1,942,391 561,535 — 2,503,926 Administrative expenses — — 1,726,100 1,726,100 Operating expenses 1,967,765 4,449,316 1,981,463 8,398,544 NET OPERATING INCOME (LOSS) $ 6,553,391 $ (4,405,993 ) $ (1,890,013 ) $ 257,385 Scours Mastitis Other Total Total Assets as of December 31, 2022 $ 20,539,523 $ 18,315,492 $ 6,005,634 $ 44,860,649 Total Assets as of December 31, 2021 $ 14,860,769 $ 19,122,265 $ 10,482,654 $ 44,465,688 Depreciation and amortization expense during the year ended $ 1,169,011 $ 1,263,318 $ 62,912 $ 2,495,241 Depreciation and amortization expense during the year ended $ 1,032,735 $ 1,374,171 $ 62,075 $ 2,468,981 Capital Expenditures during the year ended December 31, 2022 $ 3,513,336 $ 414,486 $ 47,452 $ 3,975,274 Capital Expenditures during the year ended December 31, 2021 $ 1,632,855 $ 975,794 $ — $ 2,608,649 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 18. RELATED PARTY TRANSACTIONS 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 | 12 Months Ended |
Dec. 31, 2022 | |
Employee 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 $159,058 and $139,401 into the Plan for the years ended December 31, 2022 and 2021, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 20. SUBSEQUENT EVENTS We have evaluated subsequent events through the time of filing on the date we have issued this Annual Report on Form 10-K. Except for the contamination event and the bank debt covenant waiver discussed below, there were no material, reportable subsequent events. Subsequent to year end, our standard in-process quality control testing detected a contamination event in our production process. In response, we have temporarily slowed down production during the first quarter of 2023 to investigate the root cause and remediate the problem. We anticipate this slowdown will reduce sales during the first quarter of 2023 to between approximately $3,200,000 and $3,400,000. Due to the resulting loss in gross margin caused by the reduced sales level, we have decided to defer, for the time being, certain capital expenditures. The related one-time charge to costs of goods sold during the first quarter of 2023 is expected to be up to approximately $200,000, of which approximately $114,000 worth of product remains under evaluation. During the first quarter of 2023, the Debt Service Coverage (DSC) ratio covenant for the year ending December 31, 2023 was waived by our bank. Instead, we are required to meet a minimum DSC ratio requirement of 1.35 for the twelve-month periods ending June 30, 2024, September 30, 2024 and December 31, 2024 and then again annually after that. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (a) Basis of Presentation We have prepared the accompanying audited 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 accurately 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 and Cash Equivalents | (b) Cash and Cash Equivalents 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. There are no cash equivalents in excess of Federal Deposit Insurance Corporation (FDIC) limits of $250,000 per financial institution per depositor. See Note 3. |
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 December 31, 2022 and 2021, 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 at 33 Caddie Lane to produce the Nisin Drug Substance for Re-Tain ® First Defense ® |
Leases | (f) Leases We account for our real estate leases using a right-of-use model, which recognizes that at the date of commencement, a lessee has a financial obligation to make lease payments to the lessor for the right to use the underlying asset during the lease term and recognizes a corresponding right-of-use (ROU) asset related to this right. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the expected lease term. The ROU asset is also adjusted for any lease prepayments made, lease incentives received and initial direct costs incurred. For operating leases with lease payments that fluctuate over the lease term, the total lease costs are recognized on a straight-line basis over the lease term. Our leases, at times, may include options to extend the term of the lease. When it is reasonably certain that we will exercise the option, we include the impact of the option in the lease term for purposes of determining future lease payments. For all underlying classes of assets, we made an accounting policy election to not recognize assets or liabilities for leases with a term of twelve months or less and to account for all components in a lease arrangement as a single combined lease component. Short-term lease payments are recognized on a straight-line basis. Certain of our lease agreements include variable rent payments, consisting primarily of amounts paid to the lessor based on cost or consumption, such as maintenance and real estate taxes. These costs are recognized in the period in which the obligation is incurred. Because our leases do not specify an implicit rate, we use an incremental borrowing rate based on information available at the lease commencement date to determine the present value of the lease payments. We evaluate our right-of-use asset for impairment when events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. See Note 12. |
Intangible Assets and Goodwill | (g) 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 the amounts paid in excess of fair value of the net assets (including tax attributes) as goodwill, which is accounted for under the acquisition method of accounting. We assess the impairment of intangible assets and goodwill that have indefinite lives (when applicable) at the reporting unit level on an annual basis (as of December 31 st |
Valuation of Long-Lived Assets | (h) Valuation of Long-Lived Assets We periodically evaluate our long-lived assets, consisting principally of property, plant and equipment, 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. No impairment was recognized during the years ended December 31, 2022 or 2021. |
Fair Value Measurements | (i) 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. We also hold money market accounts in our bank 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 years ended December 31, 2022 and 2021, there were no transfers between levels. As of December 31, 2022 and 2021, our Level 1 assets measured at fair value by quoted prices in active markets consisted of bank savings accounts and money market accounts. There were no assets or liabilities measured at fair value on a nonrecurring basis as of December 31, 2022 and 2021. The carrying values of our cash and money market accounts as of December 31, 2022 and 2021 and of our bank debt as of December 31, 2021 approximated their fair market values. Due to inflation and the changing interest rate environment, the carrying value of our bank debt as of December 31, 2022 differed from its fair market value. These values are reflected in the following tables: As of December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash and money market accounts $ 5,791,562 $ — $ — $ 5,791,562 Liabilities: Bank debt $ — $ 8,897,197 $ — $ 8,897,197 As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash and money market accounts $ 10,185,468 $ — $ — $ 10,185,468 Liabilities: Bank debt $ — $ 9,139,329 $ — $ 9,139,329 |
Concentration of Risk | (j) 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 Years Ended 2022 2021 Company A 40 % 46 % Company B 33 % 28 % 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 41 % 38 % Company B 28 % 34 % Company C 12 % * * Amount is less than 10%. |
Revenue Recognition | (k) Revenue Recognition We recognize revenue in accordance with Codification Topic 606, Revenue from Contracts with Customers (ASC 606) |
Expense Recognition | (l) 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. 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 or is deemed to be in excess or obsolete. |
Income Taxes | (m) 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 2019. We have evaluated the positions taken on our filed tax returns and have concluded that no uncertain tax positions existed as of December 31, 2022 or 2021. Although we believe that our estimates are reasonable, actual results could differ from these estimates. See Note 16. |
Stock-Based Compensation | (n) Stock-Based Compensation We account for stock-based compensation in accordance with Codification Topic 718, Compensation-Stock Compensation |
Net Loss Per Common Share | (o) Net Loss Per Common Share Net loss per common share has been computed in accordance with Codification Topic 260-10, Earnings Per Share During the Years Ended 2022 2021 Net loss attributable to stockholders $ (2,493,805 ) $ (78,292 ) Weighted average common shares outstanding - Basic 7,745,122 7,592,290 Dilutive impact of share-based compensation awards — — Weighted average common shares outstanding - Diluted 7,745,122 7,592,290 Net loss per share: Basic $ (0.32 ) $ (0.01 ) Diluted $ (0.32 ) $ (0.01 ) |
Use of Estimates | (p) 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 Adopted | (q) New Accounting Pronouncements Adopted Effective January 1, 2021, we adopted ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
New Accounting Pronouncement Not Yet Adopted | (r) New Accounting Pronouncement Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of financial assets measured at fair value on nonrecurring basis | As of December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash and money market accounts $ 5,791,562 $ — $ — $ 5,791,562 Liabilities: Bank debt $ — $ 8,897,197 $ — $ 8,897,197 As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash and money market accounts $ 10,185,468 $ — $ — $ 10,185,468 Liabilities: Bank debt $ — $ 9,139,329 $ — $ 9,139,329 |
Schedule of sales to significant customers | During the Years Ended 2022 2021 Company A 40 % 46 % Company B 33 % 28 % |
Schedule of trade accounts receivable due from significant customers | As of As of Company A 41 % 38 % Company B 28 % 34 % Company C 12 % * * Amount is less than 10%. |
Schedule of net income (loss) per common share | During the Years Ended 2022 2021 Net loss attributable to stockholders $ (2,493,805 ) $ (78,292 ) Weighted average common shares outstanding - Basic 7,745,122 7,592,290 Dilutive impact of share-based compensation awards — — Weighted average common shares outstanding - Diluted 7,745,122 7,592,290 Net loss per share: Basic $ (0.32 ) $ (0.01 ) Diluted $ (0.32 ) $ (0.01 ) |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | As of As of Raw materials $ 2,419,982 $ 971,606 Work-in-process 3,468,702 1,902,299 Finished goods 149,855 216,069 Total $ 6,038,539 $ 3,089,974 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Schedule of prepaid expenses and other current assets | As of As of Prepaid expenses $ 363,877 $ 268,713 Other receivables 42,178 26,484 Total $ 406,055 $ 295,197 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Estimated As of As of Laboratory and manufacturing equipment 3-10 $ 19,181,960 $ 17,388,757 Buildings and improvements 10-39 20,050,167 19,119,698 Office furniture and equipment 3-10 900,306 869,191 Construction in progress n/a 3,668,046 2,992,359 Land n/a 516,867 516,867 Property, plant and equipment, gross 44,317,346 40,886,872 Accumulated depreciation (15,875,620 ) (13,993,273 ) Property, plant and equipment, net $ 28,441,726 $ 26,893,599 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Gross Carrying Value Accumulated Amortization Net Book Developed technology $ 184,100 $ (128,870 ) $ 55,230 Customer relationships 1,300 (910 ) 390 Non-compete agreements 5,640 (3,948 ) 1,692 Total $ 191,040 $ (133,728 ) $ 57,312 Gross Carrying Value Accumulated Amortization Net Book Developed technology $ 184,100 $ (110,460 ) $ 73,640 Customer relationships 1,300 (780 ) 520 Non-compete agreements 5,640 (3,384 ) 2,256 Total $ 191,040 $ (114,624 ) $ 76,416 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Payable and Accrued Expenses [Abstract] | |
Schedule of accounts payable and accrued expenses | As of As of Accounts payable – trade $ 726,736 $ 726,781 Accounts payable – capital 63,261 18,263 Accrued payroll 966,553 585,939 Accrued professional fees 95,550 82,050 Accrued other 143,872 199,076 Income tax payable 4,890 2,141 Total $ 2,000,862 $ 1,614,250 |
Bank Debt (Tables)
Bank Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Bank Debt [Abstract] | |
Schedule of debt proceeds received and principal repayments | During the Year During the Year Proceeds from Debt Debt Principal Proceeds from Debt Issuance Debt Principal Loan #1 $ 2,000,000 $ (199,013 ) $ — $ (115,860 ) Loan #2 — (477,237 ) — (460,637 ) Loan #3 — (22,160 ) — — Loan #4 — (198,715 ) — (191,774 ) Loan #5 — — 400,000 — Total $ 2,000,000 $ (897,125 ) $ 400,000 $ (768,271 ) |
Schedule of principal payments bank loans outstanding | During the Years Ending December 31, 2023 2024 2025 2026 2027 Thereafter Total Loan #1 $ 223,341 $ 230,891 $ 239,876 $ 248,604 $ 257,649 $ 4,864,766 $ 6,065,127 Loan #2 494,441 512,102 530,738 549,881 140,474 — 2,227,636 Loan #3 91,446 96,104 101,001 106,146 83,143 — 477,840 Loan #4 205,878 213,217 220,994 228,965 240,458 — 1,109,512 Loan #5 32,017 66,470 69,856 73,415 77,156 81,086 400,000 Subtotal 1,047,123 1,118,784 1,162,465 1,207,011 798,880 4,945,852 10,280,115 Debt issuance costs (7,676 ) (7,267 ) (7,168 ) (7,168 ) (5,420 ) (14,860 ) (49,559 ) Total $ 1,039,447 $ 1,111,517 $ 1,155,297 $ 1,199,843 $ 793,460 $ 4,930,992 $ 10,230,556 |
Operating Lease (Tables)
Operating Lease (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Operating Lease (Tables) [Abstract] | |
Schedule of lease costs and other lease information | During the Years Ended 2022 2021 Lease Cost Operating lease cost $ 149,176 $ 117,996 Variable lease cost 36,404 41,400 Total lease cost $ 185,580 $ 159,396 Operating Lease Cash paid for operating lease liabilities $ 148,302 $ 159,396 Weighted average remaining lease term (in years) 20.1 8.1 Weighted average discount rate 5.54 % 4.77 % |
Schedule of future lease payments required under non-cancelable operating leases | Amount During the years ending December 31, 2023 $ 155,730 2024 162,384 2025 165,090 2026 168,395 2027 171,760 Thereafter 3,049,071 Total lease payments (undiscounted cash flows) 3,872,430 Less: imputed interest (discount effect of cash flows) (1,623,248 ) Total operating liabilities $ 2,249,182 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of activity under the stock option plans | 2010 Plan 2017 Plan Weighted Average Exercise Price Aggregate Intrinsic Value (1) Outstanding as of December 31, 2020 237,500 176,500 $ 6.38 $ (180,038 ) Grants — 86,000 $ 9.78 Terminations/forfeitures (2) (12,000 ) (20,000 ) $ 7.26 Exercises (7,000 ) (18,000 ) $ 7.08 Outstanding as of December 31, 2021 218,500 224,500 $ 6.94 $ 468,425 Grants — 210,500 $ 7.73 Terminations/forfeitures (2) (11,000 ) (32,500 ) $ 7.34 Exercises (5,000 ) — $ 6.13 Outstanding as of December 31, 2022 202,500 402,500 $ 7.19 $ (661,310 ) Vested as of December 31, 2022 184,500 113,500 $ 6.66 $ (165,575 ) Vested and expected to vest as of December 31, 2022 202,500 402,500 $ 7.19 $ (661,310 ) Reserved for future grants — 229,500 (1) Intrinsic value is the difference between the fair market value of the underlying common stock as of the date indicated and as of the date of the option grant (which is equal to the option exercise price). (2) Terminations and forfeitures are recognized when they occur. |
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, 2022 160,000 $ 3.36 $ 7.23 Non-vested stock options as of December 31, 2022 307,000 $ 3.80 $ 7.71 Stock options granted during the year ended December 31, 2022 210,500 $ 4.03 $ 7.73 Stock options that vested during the year ended December 31, 2022 31,000 $ 2.79 $ 5.35 Stock options that were terminated or forfeited during the year ended December 31, 2022 43,500 $ 4.00 $ 7.34 |
Schedule of fair value stock option grant using black-scholes option pricing model with the weighted-average assumptions | During the Years Ended 2022 2021 Risk-free interest rate (1) 3.04% 0.86% Dividend yield (2) 0% 0% Expected volatility (2) 53% 54% Expected life (3) 5.9 years 5.0 years (1) The risk-free interest rate is based on U.S. Treasury yields for a maturity approximating the expected option term. (2) The dividend yield and expected volatility are derived from averages of our historical data. (3) The expected life is calculated utilizing the simplified method, which uses the mid-point between the vesting period and the contractual term as the expected life. |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue [Abstract] | |
Schedule of our product sales disaggregated by geographic area | During the Years Ended December 31, 2022 % 2021 % United States $ 17,020,797 92 % $ 16,620,363 86 % Other 1,547,165 8 % 2,622,606 14 % Total Product Sales $ 18,567,962 100 % $ 19,242,969 100 % |
Schedule of our product sales disaggregated by major product category | During the Years Ended December 31, 2022 % 2021 % First Defense ® product line $ 18,411,949 99 % $ 18,933,092 98 % Other animal health 156,013 1 % 309,877 2 % Total Product Sales $ 18,567,962 100 % $ 19,242,969 100 % |
Other Expenses, Net (Tables)
Other Expenses, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Expenses, Net (Tables) [Abstract] | |
Schedule of other expenses, net | During the Years Ended 2022 2021 Interest expense (1) $ 348,536 $ 314,359 (Gain) loss on disposal of property, plant and equipment (7,334 ) 30,963 Interest income (153,100 ) (18,810 ) Income - other (912 ) — Other expenses, net $ 187,190 $ 326,512 (1) Interest expense includes amortization of debt issuance costs of $7,658 and $7,841 during the years ended December 31, 2022 and 2021, respectively. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
Schedule of income tax provision | During the Years Ended December 31, 2022 2021 Current Federal $ — $ — State 7,672 9,165 Current subtotal 7,672 9,165 Deferred Federal (576,780 ) (63,097 ) State (88,533 ) (14,990 ) Deferred subtotal, gross (665,313 ) (78,087 ) Valuation allowance 665,313 78,087 Deferred subtotal, net — — Income tax expense $ 7,672 $ 9,165 |
Schedule of actual income tax expense differs from the expected tax | During the Years Ended December 31, 2022 2021 $ % $ % Computed expected income tax expense rate $ (522,088 ) (21.00 )% $ (14,517 ) (21.00 )% State income taxes, net of federal expense (47,643 ) (1.92 ) 7,522 10.88 Share-based compensation 36,652 1.48 13,716 19.84 Tax credits (131,361 ) (5.28 ) (79,901 ) (115.58 ) Valuation allowance 665,313 26.76 78,087 112.96 Other 6,799 0.27 4,258 6.16 Income tax expense/rate $ 7,672 0.31 % $ 9,165 13.26 % |
Schedule of significant components of our deferred tax assets, net | As of December 31, 2022 2021 Property, plant and equipment $ (2,530,472 ) $ (2,483,145 ) Federal general business tax credits 673,233 557,795 Federal net operating loss carryforwards 3,258,395 3,094,283 State tax credits and net operating loss carryforwards 817,617 809,618 §174 R & D expenditures 341,683 — Deferred compensation 23,370 — Prepaid expenses and other 15,587 (6,289 ) UNICAP 32,787 14,178 Incentive compensation 76,554 57,001 Valuation allowance (2,708,754 ) (2,043,441 ) Deferred tax assets, net $ — $ — |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of segment information | During the Year Ended December 31, 2022 Scours Mastitis Other Total Product sales $ 18,411,949 $ 154,558 $ 1,455 $ 18,567,962 Costs of goods sold 10,754,189 136,347 28,647 10,919,183 Gross margin 7,657,760 18,211 (27,192 ) 7,648,779 Product development expenses 66,346 4,317,921 109,605 4,493,872 Sales and marketing expenses 1,871,926 1,318,107 — 3,190,033 Administrative expenses — — 2,263,817 2,263,817 Operating expenses 1,938,272 5,636,028 2,373,422 9,947,722 NET OPERATING INCOME (LOSS) $ 5,719,488 $ (5,617,817 ) $ (2,400,614 ) $ (2,298,943 ) During the Year Ended December 31, 2021 Scours Mastitis Other Total Product sales $ 18,933,092 $ 143,280 $ 166,597 $ 19,242,969 Costs of goods sold 10,411,936 99,957 75,147 10,587,040 Gross margin 8,521,156 43,323 91,450 8,655,929 Product development expenses 25,374 3,887,781 255,363 4,168,518 Sales and marketing expenses 1,942,391 561,535 — 2,503,926 Administrative expenses — — 1,726,100 1,726,100 Operating expenses 1,967,765 4,449,316 1,981,463 8,398,544 NET OPERATING INCOME (LOSS) $ 6,553,391 $ (4,405,993 ) $ (1,890,013 ) $ 257,385 Scours Mastitis Other Total Total Assets as of December 31, 2022 $ 20,539,523 $ 18,315,492 $ 6,005,634 $ 44,860,649 Total Assets as of December 31, 2021 $ 14,860,769 $ 19,122,265 $ 10,482,654 $ 44,465,688 Depreciation and amortization expense during the year ended $ 1,169,011 $ 1,263,318 $ 62,912 $ 2,495,241 Depreciation and amortization expense during the year ended $ 1,032,735 $ 1,374,171 $ 62,075 $ 2,468,981 Capital Expenditures during the year ended December 31, 2022 $ 3,513,336 $ 414,486 $ 47,452 $ 3,975,274 Capital Expenditures during the year ended December 31, 2021 $ 1,632,855 $ 975,794 $ — $ 2,608,649 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Federal deposit insurance corporation limits | $ 250,000 | ||
Lease term | 10 years | 10 years | |
Significant customer percentage | 10% | ||
Trade receivables percentage | 10% | ||
Stock-based compensation | $ 266,244 | $ 144,313 | |
Outstanding stock options | 605,000 | 443,000 | |
Defined Benefit Plan, Debt Security [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Assets depreciated percentage | 87% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of financial assets measured at fair value on nonrecurring basis - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Cash and money market accounts | $ 5,791,562 | $ 10,185,468 |
Liabilities: | ||
Bank debt | 8,897,197 | 9,139,329 |
Level 1 [Member] | ||
Assets: | ||
Cash and money market accounts | 5,791,562 | 10,185,468 |
Liabilities: | ||
Bank debt | ||
Level 2 [Member] | ||
Assets: | ||
Cash and money market accounts | ||
Liabilities: | ||
Bank debt | 8,897,197 | 9,139,329 |
Level 3 [Member] | ||
Assets: | ||
Cash and money market accounts | ||
Liabilities: | ||
Bank debt |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of sales to significant customers | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Company A [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of sales to significant customers [Line Items] | ||
Concentration risk percentage | 40% | 46% |
Company B [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of sales to significant customers [Line Items] | ||
Concentration risk percentage | 33% | 28% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of trade accounts receivable due from significant customers | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Company A [Member] | |||
Concentration Risk [Line Items] | |||
Trade account receivable percentage | 41% | 38% | |
Company B [Member] | |||
Concentration Risk [Line Items] | |||
Trade account receivable percentage | 28% | 34% | |
Company C [Member] | |||
Concentration Risk [Line Items] | |||
Trade account receivable percentage | 12% | [1] | |
[1] Amount is less than 10%. |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of net income (loss) per common share - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Net Income Loss Per Common Share [Abstract] | ||
Net loss attributable to stockholders | $ (2,493,805) | $ (78,292) |
Weighted average common shares outstanding - Basic | 7,745,122 | 7,592,290 |
Dilutive impact of share-based compensation awards | ||
Weighted average common shares outstanding - Diluted | 7,745,122 | 7,592,290 |
Net loss per share: | ||
Basic | $ (0.32) | $ (0.01) |
Diluted | $ (0.32) | $ (0.01) |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||
Cash and cash equivalents | $ 5,791,562 | $ 10,185,468 |
Trade Accounts Receivable, Net
Trade Accounts Receivable, Net (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Trade Accounts Receivable, Net [Abstract] | |||
Trade accounts receivable, net | $ 1,758,600 | $ 2,694,229 | $ 1,796,801 |
Trade accounts receivable | $ 46,426 | $ 55,490 |
Inventory (Details)
Inventory (Details) | Sep. 30, 2022 USD ($) |
Inventory Disclosure [Abstract] | |
Inventory, Work in Process, Net of Reserves | $ 587,620 |
Inventory (Details) - Schedule
Inventory (Details) - Schedule of inventory - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of inventory [Abstract] | ||
Raw materials | $ 2,419,982 | $ 971,606 |
Work-in-process | 3,468,702 | 1,902,299 |
Finished goods | 149,855 | 216,069 |
Total | $ 6,038,539 | $ 3,089,974 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Schedule of prepaid expenses and other current assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Prepaid Expenses and Other Current Assets [Abstract] | ||
Prepaid expenses | $ 363,877 | $ 268,713 |
Other receivables | 42,178 | 26,484 |
Total | $ 406,055 | $ 295,197 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Property, plant and equipment disposals | $ 127,127 | $ 160,366 |
Depreciation expense | $ 2,468,479 | $ 2,442,036 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net (Details) - Schedule of property, plant and equipment - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 44,317,346 | $ 40,886,872 |
Accumulated depreciation | (15,875,620) | (13,993,273) |
Property, plant and equipment, net | 28,441,726 | 26,893,599 |
Laboratory and manufacturing equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 19,181,960 | 17,388,757 |
Laboratory and manufacturing equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Estimated Useful Lives (in years) | 3 years | |
Laboratory and manufacturing equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Estimated Useful Lives (in years) | 10 years | |
Buildings and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 20,050,167 | 19,119,698 |
Buildings and improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Estimated Useful Lives (in years) | 10 years | |
Buildings and improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Estimated Useful Lives (in years) | 39 years | |
Office furniture and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 900,306 | 869,191 |
Office furniture and equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Estimated Useful Lives (in years) | 3 years | |
Office furniture and equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Estimated Useful Lives (in years) | 10 years | |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 3,668,046 | 2,992,359 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 516,867 | $ 516,867 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Developed technology intangible assets | $ 191,040 | |
Intangible asset amortized, useful lives | 10 years | |
Intangible amortization expense | $ 19,104 | $ 19,104 |
Net value | $ 57,312 | $ 76,416 |
Intangible assets, description | Intangible asset amortization expense is estimated to be $19,104 per year through December 31, 2025. |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 191,040 | $ 191,040 |
Accumulated Amortization | (133,728) | (114,624) |
Net Book Value | 57,312 | 76,416 |
Developed technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 184,100 | 184,100 |
Accumulated Amortization | (128,870) | (110,460) |
Net Book Value | 55,230 | 73,640 |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 1,300 | 1,300 |
Accumulated Amortization | (910) | (780) |
Net Book Value | 390 | 520 |
Non-compete agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 5,640 | 5,640 |
Accumulated Amortization | (3,948) | (3,384) |
Net Book Value | $ 1,692 | $ 2,256 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - Schedule of accounts payable and accrued expenses - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Accounts Payable and Accrued Expenses [Abstract] | ||
Accounts payable – trade | $ 726,736 | $ 726,781 |
Accounts payable – capital | 63,261 | 18,263 |
Accrued payroll | 966,553 | 585,939 |
Accrued professional fees | 95,550 | 82,050 |
Accrued other | 143,872 | 199,076 |
Income tax payable | 4,890 | 2,141 |
Total | $ 2,000,862 | $ 1,614,250 |
Bank Debt (Details)
Bank Debt (Details) | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2030 USD ($) | Jun. 30, 2020 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2020 USD ($) | Mar. 31, 2032 USD ($) | Dec. 31, 2024 | Sep. 30, 2024 | Jun. 30, 2024 | Mar. 31, 2022 USD ($) | Dec. 31, 2021 | Mar. 31, 2020 USD ($) | |
Bank Debt (Details) [Line Items] | |||||||||||
Mortgage debt | $ 2,000,000 | ||||||||||
Interest fixed rate | 3.58% | ||||||||||
Bearing interest percentage | 3.53% | ||||||||||
Debt issuance costs | $ 19,306 | ||||||||||
Minimum debt service coverage ratio | 1 | 1.35 | |||||||||
Outstanding amount of loan | $ 1,000,000 | ||||||||||
Minimum [Member] | |||||||||||
Bank Debt (Details) [Line Items] | |||||||||||
Outstanding principal balance | 4,233,957 | ||||||||||
Maximum [Member] | |||||||||||
Bank Debt (Details) [Line Items] | |||||||||||
Outstanding principal balance | 6,233,957 | ||||||||||
Gorham Savings Bank [Member] | |||||||||||
Bank Debt (Details) [Line Items] | |||||||||||
Debt financing | $ 8,600,000 | ||||||||||
Line of credit | $ 1,000,000 | ||||||||||
Gorham Savings Bank [Member] | Loan #6 [Member] | |||||||||||
Bank Debt (Details) [Line Items] | |||||||||||
Escrow account | $ 5,100,000 | ||||||||||
Fixed interest rate | 3.50% | ||||||||||
Interest payments, term | 10 years | ||||||||||
Loan amortization, term | 25 years | ||||||||||
Gorham Savings Bank [Member] | Loan #7 [Member] | |||||||||||
Bank Debt (Details) [Line Items] | |||||||||||
Debt financing | $ 3,500,000 | ||||||||||
Fixed interest rate | 3.50% | ||||||||||
Loan amortization, term | 7 years | ||||||||||
Gorham Savings Bank [Member] | Loans #10 [Member] | |||||||||||
Bank Debt (Details) [Line Items] | |||||||||||
Debt financing | $ 1,500,000 | ||||||||||
Fixed interest rate | 3.50% | ||||||||||
Loan amortization, term | 7 years | ||||||||||
Maine Technology Institute [Member] | Loan #6 [Member] | |||||||||||
Bank Debt (Details) [Line Items] | |||||||||||
Debt financing | $ 1,400,000 | ||||||||||
Proceeds from issuance of loan | $ 624,167 | ||||||||||
Loan to value ratio | 80% | ||||||||||
Maine Technology Institute [Member] | Loan #9 [Member] | |||||||||||
Bank Debt (Details) [Line Items] | |||||||||||
Proceeds from issuance of loan | $ 500,000 | ||||||||||
Variable interest rate with LIBOR, description | The first 2.25 years of this loan were interest-free with no interest accrual or required principal payments. Beginning during the fourth quarter of 2022, Loan #3 became subject to quarterly principal and interest payments at a fixed rate of 5% per annum over the final five years of the loan, through the third quarter of 2027 if not repaid before then. On June 30, 2021, we executed definitive agreements covering a second loan from the MTI (Loan #5) in the aggregate principal amount of $400,000, proceeds from which were received in July 2021. The first two years of this loan are interest-free with no interest accrual or required principal payments. Principal and interest payments at a fixed rate of 5% per annum are due quarterly over the final 5.5 years of the loan, beginning during the third quarter of 2023 and continuing through the fourth quarter of 2028 if not repaid before then. These credit facilities are unsecured and subordinated to our indebtedness to GSB. Failure to make timely payments of principal and interest, or otherwise to comply with the terms of the agreements with the MTI, would entitle the MTI to accelerate the maturity of such debt and demand repayment in full. These loans may be prepaid without penalty at any time. | ||||||||||
Forecast [Member] | |||||||||||
Bank Debt (Details) [Line Items] | |||||||||||
Balloon principal payment | 3,145,888 | $ 3,687,348 | |||||||||
Debt issuance costs | $ 70,170 | ||||||||||
Minimum debt service coverage ratio | 1.35 | 1.35 | 1.35 | ||||||||
Forecast [Member] | Gorham Savings Bank [Member] | Loan #6 [Member] | |||||||||||
Bank Debt (Details) [Line Items] | |||||||||||
Balloon principal payment | $ 3,145,888 | ||||||||||
Forecast [Member] | Mortgage Note [Member] | Loan #6 [Member] | |||||||||||
Bank Debt (Details) [Line Items] | |||||||||||
Balloon principal payment | $3,145,888 |
Bank Debt (Details) - Schedule
Bank Debt (Details) - Schedule of debt proceeds received and principal repayments - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Bank Debt (Details) - Schedule of debt proceeds received and principal repayments [Line Items] | ||
Proceeds from Debt Issuance | $ 2,000,000 | $ 400,000 |
Debt Principal Repayments | (897,125) | (768,271) |
Loan #1 [Member] | ||
Bank Debt (Details) - Schedule of debt proceeds received and principal repayments [Line Items] | ||
Proceeds from Debt Issuance | 2,000,000 | |
Debt Principal Repayments | (199,013) | (115,860) |
Loan #2 [Member] | ||
Bank Debt (Details) - Schedule of debt proceeds received and principal repayments [Line Items] | ||
Proceeds from Debt Issuance | ||
Debt Principal Repayments | (477,237) | (460,637) |
Loan #3 [Member] | ||
Bank Debt (Details) - Schedule of debt proceeds received and principal repayments [Line Items] | ||
Proceeds from Debt Issuance | ||
Debt Principal Repayments | (22,160) | |
Loan #4 [Member] | ||
Bank Debt (Details) - Schedule of debt proceeds received and principal repayments [Line Items] | ||
Proceeds from Debt Issuance | ||
Debt Principal Repayments | (198,715) | (191,774) |
Loan #5 [Member] | ||
Bank Debt (Details) - Schedule of debt proceeds received and principal repayments [Line Items] | ||
Proceeds from Debt Issuance | 400,000 | |
Debt Principal Repayments |
Bank Debt (Details) - Schedul_2
Bank Debt (Details) - Schedule of principal payments bank loans outstanding | Dec. 31, 2022 USD ($) |
Debt Instrument [Line Items] | |
Debt issuance costs During the Six-Month Period Ending December 31, 2022 | $ (7,676) |
Debt issuance costs 2023 | (7,267) |
Debt issuance costs 2024 | (7,168) |
Debt issuance costs 2025 | (7,168) |
Debt issuance costs 2026 | (5,420) |
Debt issuance costs Thereafter | (14,860) |
Debt issuance costs, Total | (49,559) |
Total -During the Six-Month Period Ending December 31, 2022 | 1,039,447 |
Total 2023 | 1,111,517 |
Total 2024 | 1,155,297 |
Total 2025 | 1,199,843 |
Total 2026 | 793,460 |
Total Thereafter | 4,930,992 |
Total | 10,230,556 |
Loan #1 [Member] | |
Debt Instrument [Line Items] | |
Year ending 12/31/2022 | 223,341 |
Year ending 12/31/2023 | 230,891 |
Year ending 12/31/2024 | 239,876 |
Year ending 12/31/2025 | 248,604 |
Year ending 12/31/2026 | 257,649 |
Year ending, Thereafter | 4,864,766 |
Year ending, Total | 6,065,127 |
Loan #2 [Member] | |
Debt Instrument [Line Items] | |
Year ending 12/31/2022 | 494,441 |
Year ending 12/31/2023 | 512,102 |
Year ending 12/31/2024 | 530,738 |
Year ending 12/31/2025 | 549,881 |
Year ending 12/31/2026 | 140,474 |
Year ending, Total | 2,227,636 |
Loan #3 [Member] | |
Debt Instrument [Line Items] | |
Year ending 12/31/2022 | 91,446 |
Year ending 12/31/2023 | 96,104 |
Year ending 12/31/2024 | 101,001 |
Year ending 12/31/2025 | 106,146 |
Year ending 12/31/2026 | 83,143 |
Year ending, Total | 477,840 |
Loan #4 [Member] | |
Debt Instrument [Line Items] | |
Year ending 12/31/2022 | 205,878 |
Year ending 12/31/2023 | 213,217 |
Year ending 12/31/2024 | 220,994 |
Year ending 12/31/2025 | 228,965 |
Year ending 12/31/2026 | 240,458 |
Year ending, Total | 1,109,512 |
Loan #5 [Member] | |
Debt Instrument [Line Items] | |
Year ending 12/31/2022 | 32,017 |
Year ending 12/31/2023 | 66,470 |
Year ending 12/31/2024 | 69,856 |
Year ending 12/31/2025 | 73,415 |
Year ending 12/31/2026 | 77,156 |
Year ending, Thereafter | 81,086 |
Year ending, Total | 400,000 |
Subtotal [Member] | |
Debt Instrument [Line Items] | |
Year ending 12/31/2022 | 1,047,123 |
Year ending 12/31/2023 | 1,118,784 |
Year ending 12/31/2024 | 1,162,465 |
Year ending 12/31/2025 | 1,207,011 |
Year ending 12/31/2026 | 798,880 |
Year ending, Thereafter | 4,945,852 |
Year ending, Total | $ 10,280,115 |
Contingent Liabilities and Co_2
Contingent Liabilities and Commitments (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Mar. 28, 2022 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Severance agreement, description | the Company entered into an Amended and Restated Separation and Deferred Compensation Agreement (the “Deferred Compensation Agreement”) with Mr. Brigham, its President and CEO, that superseded and replaced in its entirety a March 2020 severance agreement between the Company and Mr. Brigham. Upon separation from the Company for any reason, Mr. Brigham’s Deferred Compensation Agreement allows Mr. Brigham to be paid, among other amounts, all earned and unused paid time off (which amount totaling $222,000 was accrued during the first quarter of 2022 and included in accounts payable and accrued expenses on the accompanying balance sheet as of December 31, 2022) and to receive up to an additional $300,000 in deferred compensation (which amount is being accrued over the three-year period ending in January 2025). This deferred compensation payment vested as to $100,000 on January 1, 2023, and will vest as to an additional $100,000 on each of January 1, 2024 and January 1, 2025, provided that Mr. Brigham is employed by the Company on these future vesting dates. The vested amounts would be paid upon the earlier of January 31, 2025 or within thirty (30) days following his separation from the Company. This amount is being accrued over the three-year period ending in January 2025. As of December 31, 2022, $100,000 was included as part of accounts payable and accrued expenses on the accompanying balance sheet. In addition, upon termination of Mr. Brigham’s employment (a) by the Company other than for cause, (b) due to death or disability or (c) by Mr. Brigham for good reason, in each case as described and defined in the Deferred Compensation Agreement, the Company agrees to pay Mr. Brigham 100% of his then current annual base salary and a lump sum payment equal to the employer portion of the costs of continued health benefits for Mr. | |
Capital expenditures committed | $ 294,000 | |
Construct and equip commitment | 129,000 | |
Purchase of inventory | 1,881,000 | |
Other capital expenditures | 134,000 | |
Other obligations | $ 401,000 |
Operating Lease (Details)
Operating Lease (Details) - USD ($) | 12 Months Ended | ||
Sep. 12, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
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 original lease term was ten years with a right to renew for a second 10-year term and a right of first offer to purchase. At the time we entered into this lease, we were not reasonably assured that we would exercise this renewal option in place of other real estate options. For that reason, a 10-year period was reflected in the right-of-use (ROU) asset and lease liability on our balance sheet. During the third quarter of 2022, we committed to lease an additional 15,400 square feet of space at 165 Industrial Way, which is connected to the original space at 175 Industrial Way, over a 20-year term. The ROU asset and lease liability for the committed space to be leased at 165 Industrial Way will be recorded upon the commencement date of the new lease, which is anticipated during the second quarter of 2023 after construction of the building shell is completed. In connection with the lease commitment for space at 165 Industrial Way, the term of the original lease for 175 Industrial Way was extended by approximately 13 years. The total lease liability over the amended term (including inflationary adjustments) aggregates $2,247,978. | ||
Operating lease right of use assets | $ 2,194,670 | $ 1,109,133 | |
Operating lease liability | $ 2,249,182 |
Operating Lease (Details) - Sch
Operating Lease (Details) - Schedule of lease costs and other lease information - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lease Cost | ||
Operating lease cost | $ 149,176 | $ 117,996 |
Variable lease cost | 36,404 | 41,400 |
Total lease cost | 185,580 | 159,396 |
Operating Lease | ||
Cash paid for operating lease liabilities | $ 148,302 | $ 159,396 |
Weighted average remaining lease term (in years) | 20 years 1 month 6 days | 8 years 1 month 6 days |
Weighted average discount rate | 5.54% | 4.77% |
Operating Lease (Details) - S_2
Operating Lease (Details) - Schedule of future lease payments required under non-cancelable operating leases | Dec. 31, 2022 USD ($) |
Schedule of Future Lease Payments Required Under Non Cancelable Operating Leases [Abstract] | |
2023 | $ 155,730 |
2024 | 162,384 |
2025 | 165,090 |
2026 | 168,395 |
2027 | 171,760 |
Thereafter | 3,049,071 |
Total lease payments (undiscounted cash flows) | 3,872,430 |
Less: imputed interest (discount effect of cash flows) | (1,623,248) |
Total operating liabilities | $ 2,249,182 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||
Apr. 30, 2021 | Mar. 31, 2019 | Dec. 31, 2017 | Jul. 31, 2017 | Jun. 30, 2017 | Oct. 31, 2016 | Feb. 29, 2016 | Jun. 30, 2010 | Sep. 30, 1995 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Jun. 10, 2020 | Jun. 14, 2018 | Jun. 30, 2015 | |
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||
Gross proceeds | $ 4,233,000 | $ 9,000,000 | $ 3,050,000 | $ 5,900,000 | $ 165,337 | |||||||||||
Common stock shares sold (in Shares) | 515,156 | 1,636,364 | 417,807 | 1,123,810 | ||||||||||||
Sale of stock, per share (in Dollars per share) | $ 8.25 | $ 5.5 | $ 7.3 | $ 5.25 | ||||||||||||
Net proceeds | $ 4,250,000 | $ 8,303,000 | $ 2,734,000 | $ 5,313,000 | ||||||||||||
Stock option and incentive plan, description | 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. An amendment to the 2017 Plan increasing the number of shares reserved for issuance under the 2017 Plan from 300,000 shares to 650,000 shares was approved by a vote of stockholders at the Annual Meeting of Stockholders in June 2022. | |||||||||||||||
Exercised stock options covering shares (in Shares) | 5,000 | |||||||||||||||
Exercised stock options covering amount | $ 30,670 | |||||||||||||||
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. | During the year ended December 31, 2021, one director and three employees exercised stock options covering 25,000 shares by the surrender of 17,128 shares of common stock with a fair market value of $165,337 at the time of exercise and the payment of $11,693 in cash. | ||||||||||||||
Option outstanding of exercise price (in Dollars per share) | $ 7.19 | $ 6.94 | $ 6.38 | |||||||||||||
Stock options exercise price | $ 30,670 | $ 11,693 | ||||||||||||||
Exercise prices (in Dollars per share) | $ 6.13 | $ 7.08 | ||||||||||||||
Common stock purchase price (in Dollars per share) | $ 70 | |||||||||||||||
Exercisable and transferable, 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). | |||||||||||||||
Sale of common stock, description | 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. | |||||||||||||||
Percentage of acquiring person | 20% | 20% | ||||||||||||||
Extend the rights plan, description | Our Board of Directors decided to seek an advisory vote by stockholders at the Annual Meeting of Stockholders held in June 2022, as to whether to extend the Rights Plan by one year to September 19, 2023. Recognizing that there might be a substantial number of broker non-votes, our Board of Directors, which has the authority to amend the Rights Plan, disclosed that it would be guided by the votes actually cast on this proposal in deciding whether to extend the expiration date of such plan by one year. Of the votes actually cast on this proposal, 65% voted in favor, 32% voted against and 3% abstained. On the basis of this vote, our Board of Directors voted to extend the Rights Plan by one year to September 19, 2023. | |||||||||||||||
Common stock, shares authorized (in Shares) | 15,000,000 | 15,000,000 | ||||||||||||||
2010 Plan [Member] | ||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||
Common stock outstanding under the plan (in Shares) | 300,000 | 202,500 | ||||||||||||||
Stock option expiration period | 10 years | |||||||||||||||
Weighted average remaining life of options outstanding | 5 years | |||||||||||||||
Weighted average remaining life of options exercisable | 3 years | |||||||||||||||
2017 Plan [Member] | ||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||
Common stock outstanding under the plan (in Shares) | 402,500 | |||||||||||||||
Stock option expiration period | 10 years | |||||||||||||||
Weighted average remaining life of options outstanding | 2 months | |||||||||||||||
Weighted average remaining life of options exercisable | 7 months | |||||||||||||||
Minimum [Member] | ||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||
Common stock, shares authorized (in Shares) | 11,000,000 | 8,000,000 | ||||||||||||||
Minimum [Member] | 2010 Plan [Member] | ||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||
Option outstanding of exercise price (in Dollars per share) | $ 4 | |||||||||||||||
Maximum [Member] | ||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||
Common stock, shares authorized (in Shares) | 15,000,000 | 11,000,000 | ||||||||||||||
Maximum [Member] | 2010 Plan [Member] | ||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||
Option outstanding of exercise price (in Dollars per share) | $ 10.04 | |||||||||||||||
Private Placement [Member] | ||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||
Gross proceeds | $ 3,464,000 | |||||||||||||||
Common stock shares sold (in Shares) | 659,880 | |||||||||||||||
Net proceeds | $ 3,161,000 | |||||||||||||||
Closing share price (in Dollars per share) | $ 5.25 | |||||||||||||||
Investor [Member] | ||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||
Gross proceeds | $ 1,050,000 | |||||||||||||||
Net proceeds | $ 1,034,000 | |||||||||||||||
Closing share price (in Dollars per share) | $ 5.25 | |||||||||||||||
Common stock shares issued (in Shares) | 200,000 | |||||||||||||||
February 2016 to April 2021 [Member] | ||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||
Potential issuance or sale of equity | $ 4,553,017 | |||||||||||||||
Gross proceeds | $ 26,714,000 | |||||||||||||||
Weighted average price (in Dollars per share) | $ 5.87 | |||||||||||||||
Employee Stock Option [Member] | ||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||
Share-based payment, description | As of December 31, 2022, total unrecognized stock-based compensation related to non-vested stock options aggregated $793,171, which will be recognized over a weighted average remaining period of approximately 2 years. | |||||||||||||||
Stock options granted (in Shares) | 210,500 | |||||||||||||||
Stock option granted during the period (in Shares) | 86,000 | |||||||||||||||
Aggregate intrinsic value of options exercised | $ 10,525 | $ 64,977 | ||||||||||||||
Weighted-average grant date fair values of options granted (in Dollars per share) | $ 4.03 | $ 4.51 | ||||||||||||||
Employee Stock Option [Member] | Minimum [Member] | ||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||
Stock options exercise price | $ 6.52 | |||||||||||||||
Employee Stock Option [Member] | Minimum [Member] | 2010 Plan [Member] | ||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||
Exercise prices (in Dollars per share) | 6.1 | |||||||||||||||
Employee Stock Option [Member] | Maximum [Member] | ||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||
Stock options exercise price | $ 9.39 | |||||||||||||||
Employee Stock Option [Member] | Maximum [Member] | 2017 Plan [Member] | ||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||
Exercise prices (in Dollars per share) | $ 10.04 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of activity under the stock option plans - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Stockholders' Equity (Details) - Schedule of activity under the stock option plans [Line Items] | |||
Weighted Average Exercise Price, Outstanding, Beginning balance (in Dollars) | [1] | $ 468,425 | $ (180,038) |
Aggregate Intrinsic Value, Outstanding, Beginning balance (in Dollars per share) | $ 6.94 | $ 6.38 | |
Weighted Average Exercise Price, Outstanding, Ending balance (in Dollars) | [1] | $ (661,310) | $ 468,425 |
Aggregate Intrinsic Value, Outstanding, Ending balance (in Dollars per share) | $ 7.19 | $ 6.94 | |
Weighted Average Exercise Price, Vested (in Dollars) | [1] | $ (165,575) | |
Aggregate Intrinsic Value, Vested (in Dollars per share) | $ 6.66 | ||
Weighted Average Exercise Price, Vested and expected to vest (in Dollars) | [1] | $ (661,310) | |
Aggregate Intrinsic Value, Vested and expected to vest (in Dollars per share) | $ 7.19 | ||
Weighted Average Exercise Price, Grants (in Dollars per share) | 7.73 | 9.78 | |
Weighted Average Exercise Price, Terminations/forfeitures (in Dollars per share) | [2] | 7.34 | 7.26 |
Weighted Average Exercise Price, Exercises (in Dollars per share) | $ 6.13 | $ 7.08 | |
2010 Plan [Member] | |||
Stockholders' Equity (Details) - Schedule of activity under the stock option plans [Line Items] | |||
Outstanding, Beginning balance | 218,500 | 237,500 | |
Outstanding, Ending balance | 202,500 | 218,500 | |
Vested | 184,500 | ||
Vested and expected to vest | 202,500 | ||
Terminations/forfeitures | [2] | (11,000) | (12,000) |
Exercises | (5,000) | (7,000) | |
2017 Plan [Member] | |||
Stockholders' Equity (Details) - Schedule of activity under the stock option plans [Line Items] | |||
Outstanding, Beginning balance | 224,500 | 176,500 | |
Outstanding, Ending balance | 402,500 | 224,500 | |
Vested | 113,500 | ||
Vested and expected to vest | 402,500 | ||
Reserved for future grants | 229,500 | ||
Grants | 210,500 | 86,000 | |
Terminations/forfeitures | [2] | (32,500) | (20,000) |
Exercises | (18,000) | ||
[1]Intrinsic value is the difference between the fair market value of the underlying common stock as of the date indicated and as of the date of the option grant (which is equal to the option exercise price).[2]Terminations and forfeitures are recognized when they occur. |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of additional information about the stock option plans - Stock Option Plans [Member] | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Stockholders' Equity (Details) - Schedule of additional information about the stock option plans [Line Items] | |
Number of Shares, Non-vested stock options as of beginning balance (in Shares) | shares | 160,000 |
Weighted Average Fair Value at Grant Date, Non-vested stock options as of beginning balance | $ 3.36 |
Weighted Average Exercise Price, Non-vested stock options as of beginning balance | $ 7.23 |
Number of Shares, Non-vested stock options as of ending balance (in Shares) | shares | 307,000 |
Weighted Average Fair Value at Grant Date, Non-vested stock options as of ending balance | $ 3.8 |
Weighted Average Exercise Price, Non-vested stock options as of ending balance | $ 7.71 |
Number of Shares, Stock options granted (in Shares) | shares | 210,500 |
Weighted Average Fair Value at Grant Date, Stock options granted | $ 4.03 |
Weighted Average Exercise Price, Stock options granted | $ 7.73 |
Number of Shares, Stock options that vested (in Shares) | shares | 31,000 |
Weighted Average Fair Value at Grant Date, Stock options that vested | $ 2.79 |
Weighted Average Exercise Price, Stock options that vested | $ 5.35 |
Number of Shares, Stock options that were forfeited (in Shares) | shares | 43,500 |
Weighted Average Fair Value at Grant Date, Stock options that were forfeited | $ 4 |
Weighted Average Exercise Price, Stock options that were forfeited | $ 7.34 |
Stockholders' Equity (Details_3
Stockholders' Equity (Details) - Schedule of fair value stock option grant using black-scholes option pricing model with the weighted-average assumptions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Schedule of Fair Value Stock Option Grant Using Black Scholes Option Pricing Model with the Weighted Average Assumptions [Abstract] | |||
Risk-free interest rate | [1] | 3.04% | 0.86% |
Dividend yield | [2] | 0% | 0% |
Expected volatility | [2] | 53% | 54% |
Expected life | [3] | 5 years 10 months 24 days | 5 years |
[1]The risk-free interest rate is based on U.S. Treasury yields for a maturity approximating the expected option term.[2]The dividend yield and expected volatility are derived from averages of our historical data.[3]The expected life is calculated utilizing the simplified method, which uses the mid-point between the vesting period and the contractual term as the expected life. |
Revenue (Details) - Schedule of
Revenue (Details) - Schedule of our product sales disaggregated by geographic area - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue (Details) - Schedule of our product sales disaggregated by geographic area [Line Items] | ||
Total product Sales | $ 18,567,962 | $ 19,242,969 |
Percentage of product sales | 100% | 100% |
United States [Member] | ||
Revenue (Details) - Schedule of our product sales disaggregated by geographic area [Line Items] | ||
Total product Sales | $ 17,020,797 | $ 16,620,363 |
Percentage of product sales | 92% | 86% |
Other [Member] | ||
Revenue (Details) - Schedule of our product sales disaggregated by geographic area [Line Items] | ||
Total product Sales | $ 1,547,165 | $ 2,622,606 |
Percentage of product sales | 8% | 14% |
Revenue (Details) - Schedule _2
Revenue (Details) - Schedule of our product sales disaggregated by major product category - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue (Details) - Schedule of our product sales disaggregated by major product category [Line Items] | ||
Total product sales | $ 18,567,962 | $ 19,242,969 |
Percentage of product sales | 100% | 100% |
First Defense® product line [Member] | ||
Revenue (Details) - Schedule of our product sales disaggregated by major product category [Line Items] | ||
Total product sales | $ 18,411,949 | $ 18,933,092 |
Percentage of product sales | 99% | 98% |
Other animal health [Member] | ||
Revenue (Details) - Schedule of our product sales disaggregated by major product category [Line Items] | ||
Total product sales | $ 156,013 | $ 309,877 |
Percentage of product sales | 1% | 2% |
Other Expenses, Net (Details)
Other Expenses, Net (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | ||
Amortization of debt issuance costs | $ 7,658 | $ 7,841 |
Other Expenses, Net (Details) -
Other Expenses, Net (Details) - Schedule of other expenses, net - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Schedule of Other Expenses Income Net [Abstract] | |||
Interest expense | [1] | $ 348,536 | $ 314,359 |
(Gain) loss on disposal of property, plant and equipment | (7,334) | 30,963 | |
Interest income | (153,100) | (18,810) | |
Income - other | (912) | ||
Other expenses, net | $ 187,190 | $ 326,512 | |
[1]Interest expense includes amortization of debt issuance costs of $7,658 and $7,841 during the years ended December 31, 2022 and 2021, respectively. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes [Abstract] | |||
Income tax expense (in Dollars) | $ 7,672 | $ 9,165 | |
(Loss) income before income taxes, rate | 1% | 13% | |
Tax credit carryforward, description | As of December 31, 2022, we had federal net operating loss carryforwards of $15,516,167 of which $13,804,260 do not expire and of which $1,711,907 expire in 2034 through 2037 (if not utilized before then) and state net operating loss carryforwards of $1,106,340 that expire in 2037 through 2038 (if not utilized before then). Additionally, we had federal general business tax credit carryforwards of $673,233 that expire in 2027 through 2042 (if not utilized before then) and state tax credit carryforwards of $791,397 that expire in 2023 through 2042 (if not utilized before then). | ||
Non-cash income tax expense (in Dollars) | $ 563,252 | ||
U.S.federal corporate tax rate percentage | 21% | 21% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of income tax provision - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current | ||
Federal | ||
State | 7,672 | 9,165 |
Current subtotal | 7,672 | 9,165 |
Deferred | ||
Federal | (576,780) | (63,097) |
State | (88,533) | (14,990) |
Deferred subtotal, gross | (665,313) | (78,087) |
Valuation allowance | 665,313 | 78,087 |
Deferred subtotal, net | ||
Income tax expense | $ 7,672 | $ 9,165 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of actual income tax expense differs from the expected tax - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Actual Income Tax Expense Differs from the Expected Tax [Abstract] | ||
Computed expected income tax expense rate | $ (522,088) | $ (14,517) |
Computed expected income tax expense rate, percentage | (21.00%) | (21.00%) |
State income taxes, net of federal expense | $ (47,643) | $ 7,522 |
State income taxes, net of federal expense, percentage | (1.92%) | 10.88% |
Share-based compensation | $ 36,652 | $ 13,716 |
Share-based compensation, percentage | 1.48% | 19.84% |
Tax credits | $ (131,361) | $ (79,901) |
Tax credits, percentage | (5.28%) | (115.58%) |
Valuation allowance | $ 665,313 | $ 78,087 |
Valuation allowance, percentage | 26.76% | 112.96% |
Other | $ 6,799 | $ 4,258 |
Other, percentage | 0.27% | 6.16% |
Income tax expense/rate | $ 7,672 | $ 9,165 |
Income tax expense (benefit)/rate, percentage | 0.31% | 13.26% |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of significant components of our deferred tax assets, net - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Significant Components Of Our Deferred Tax Assets Net Abstract | ||
Property, plant and equipment | $ (2,530,472) | $ (2,483,145) |
Federal general business tax credits | 673,233 | 557,795 |
Federal net operating loss carryforwards | 3,258,395 | 3,094,283 |
State tax credits and net operating loss carryforwards | 817,617 | 809,618 |
§174 R & D expenditures | 341,683 | |
Deferred compensation | 23,370 | |
Prepaid expenses and other | 15,587 | (6,289) |
UNICAP | 32,787 | 14,178 |
Incentive compensation | 76,554 | 57,001 |
Valuation allowance | (2,708,754) | (2,043,441) |
Deferred tax assets, net |
Segment Information (Details) -
Segment Information (Details) - Schedule of segment information - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Product sales | $ 18,567,962 | $ 19,242,969 |
Costs of goods sold | 10,919,183 | 10,587,040 |
Gross margin | 7,648,779 | 8,655,929 |
Product development expenses | 4,493,872 | 4,168,518 |
Sales and marketing expenses | 3,190,033 | 2,503,926 |
Administrative expenses | 2,263,817 | 1,726,100 |
Operating expenses | 9,947,722 | 8,398,544 |
NET OPERATING INCOME (LOSS) | (2,298,943) | 257,385 |
Total Assets | 44,860,649 | 44,465,688 |
Depreciation and amortization expense | 2,495,241 | 2,468,981 |
Capital Expenditures | 3,975,274 | 2,608,649 |
Scours [Member] | ||
Segment Reporting Information [Line Items] | ||
Product sales | 18,411,949 | 18,933,092 |
Costs of goods sold | 10,754,189 | 10,411,936 |
Gross margin | 7,657,760 | 8,521,156 |
Product development expenses | 66,346 | 25,374 |
Sales and marketing expenses | 1,871,926 | 1,942,391 |
Administrative expenses | ||
Operating expenses | 1,938,272 | 1,967,765 |
NET OPERATING INCOME (LOSS) | 5,719,488 | 6,553,391 |
Total Assets | 20,539,523 | 14,860,769 |
Depreciation and amortization expense | 1,169,011 | 1,032,735 |
Capital Expenditures | 3,513,336 | 1,632,855 |
Mastitis [Member] | ||
Segment Reporting Information [Line Items] | ||
Product sales | 154,558 | 143,280 |
Costs of goods sold | 136,347 | 99,957 |
Gross margin | 18,211 | 43,323 |
Product development expenses | 4,317,921 | 3,887,781 |
Sales and marketing expenses | 1,318,107 | 561,535 |
Administrative expenses | ||
Operating expenses | 5,636,028 | 4,449,316 |
NET OPERATING INCOME (LOSS) | (5,617,817) | (4,405,993) |
Total Assets | 18,315,492 | 19,122,265 |
Depreciation and amortization expense | 1,263,318 | 1,374,171 |
Capital Expenditures | 414,486 | 975,794 |
Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Product sales | 1,455 | 166,597 |
Costs of goods sold | 28,647 | 75,147 |
Gross margin | (27,192) | 91,450 |
Product development expenses | 109,605 | 255,363 |
Sales and marketing expenses | ||
Administrative expenses | 2,263,817 | 1,726,100 |
Operating expenses | 2,373,422 | 1,981,463 |
NET OPERATING INCOME (LOSS) | (2,400,614) | (1,890,013) |
Total Assets | 6,005,634 | 10,482,654 |
Depreciation and amortization expense | 62,912 | $ 62,075 |
Capital Expenditures | $ 47,452 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Related party products purchased | $ 587,677 | $ 651,424 |
Accounts receivable | $ 46,426 | $ 55,490 |
Employee Benefits (Details)
Employee Benefits (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Benefits [Abstract] | ||
Employee benefits, description | 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. | |
Employee’s salary contributed to the 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. | |
Employee benefits paid | $ 159,058 | $ 139,401 |
Subsequent Events (Details)
Subsequent Events (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent events, description | We anticipate this slowdown will reduce sales during the first quarter of 2023 to between approximately $3,200,000 and $3,400,000. Due to the resulting loss in gross margin caused by the reduced sales level, we have decided to defer, for the time being, certain capital expenditures. The related one-time charge to costs of goods sold during the first quarter of 2023 is expected to be up to approximately $200,000, of which approximately $114,000 worth of product remains under evaluation. During the first quarter of 2023, the Debt Service Coverage (DSC) ratio covenant for the year ending December 31, 2023 was waived by our bank. Instead, we are required to meet a minimum DSC ratio requirement of 1.35 for the twelve-month periods ending June 30, 2024, September 30, 2024 and December 31, 2024 and then again annually after that. |