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SIGNIFICANT ACCOUNTING POLICIES
3 Months Ended
Mar. 31, 2020
SIGNIFICANT ACCOUNTING POLICIES [Abstract]  
SIGNIFICANT ACCOUNTING POLICIES
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES:


(a)
Basis of Presentation:

The accompanying unaudited condensed consolidated financial statements include the accounts of Chembio and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X issued by the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10‑K for the fiscal year ended December 31, 2019, as filed with the SEC.

All adjustments contained in the accompanying unaudited condensed consolidated financial statements are of a normal recurring nature and are necessary to present fairly the financial position of the Company as of March 31, 2020. Interim results are not necessarily indicative of results that may be expected for any other interim period or for an entire year.


(b)
Use of Estimates:

The preparation of the consolidated financial statements in conformity with GAAP requires management to make assumptions and estimates that affect the amounts reported in the accompanying unaudited condensed consolidated financial statements and these notes. Judgments and estimates of uncertainties are required in applying the Company’s accounting policies in certain areas. Generally, matters subject to estimation and judgment include accounts receivable realization, inventory obsolescence, asset impairments, recognition of revenue pursuant to milestones, useful lives of intangible and fixed assets, stock-based compensation, business combinations, and deferred tax asset valuation allowances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from those estimates.


(c)
Fair Value of Financial Instruments:

The carrying values for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and other current liabilities approximate fair value due to the immediate or short-term maturity of these financial instruments. Included in cash and cash equivalents were $10.0 million and $16.0 million as of March 31, 2020 and December 31, 2019, respectively, of money market funds that are Level 1 fair value measurements under the hierarchy. The fair value of the Company’s total debt of $20.0 million (carrying value of $17.8 million) and $20.0 million (carrying value of $17.6 million) as of March 31, 2020 and December 31, 2019, respectively, is a Level 2 fair value measurement under the hierarchy and the Company’s debt face value approximates the recorded value, as the rate is based upon the current rates available to the Company for similar financial instruments.

Fair value measurements of all financial assets and liabilities that are measured and reported on a fair value basis are required to be classified and disclosed in one of the following three categories:

 Level 1:
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;


Level 2:
Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and,


Level 3:
Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).


(d)
Cash and Cash Equivalents:

Cash and cash equivalents are defined as short-term, highly liquid investments with original maturities of three months or less.


(e)
Concentrations of Credit Risk:

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of temporary cash investments and trade receivables. The Company places its temporary cash instruments with well-known financial institutions and, at times, may maintain balances in excess of the Federal Deposit Insurance Corporation insurance limit. The Company monitors the credit ratings of the financial institutions to mitigate this risk. Concentration of credit risk with respect to trade receivables is principally mitigated by the Company’s ability to obtain letters of credit from certain foreign customers and its diverse customer base, both in number of customers and geographic locations.


(f)
Fixed Assets:

Fixed assets are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, which range from three to seven years. Leasehold improvements are amortized over the useful life of the asset or the lease term, whichever is shorter. Deposits paid for fixed assets are capitalized and not depreciated until the related asset is placed in service.


(g)
License Agreements:

The Company records up-front payments related to license agreements as prepaids and amortizes them over their respective economic life. As of both March 31, 2020 and 2019, total prepaids were $100,000.


(h)
Valuation of Long-Lived Assets and Intangible Assets:

Long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. If there are indications of impairment, the Company uses future undiscounted cash flows of the related asset or asset grouping over the remaining life in measuring whether the assets are recoverable. In the event such cash flows are not expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value. No impairment of long-lived tangible and intangible assets was recorded for the three months ended March 31, 2020 or 2019.


(i)
Revenue Recognition:

The Company recognizes revenue when the customer obtains control of promised goods or services, in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The Company recognizes revenue following the five-step model prescribed under Accounting Standards Update (“ASU”) 2014‑09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligation.

Product Revenue

Revenues from product sales are recognized and commissions are accrued when the customer obtains control of the Company’s product, which occurs at a point in time, typically upon tendering the product to the customer. The Company expenses incremental costs of obtaining a contract as and when incurred, because the expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial. Freight and distribution activities on products are performed after the customer obtains control of the goods. The Company has made an accounting policy election to account for shipping and handling activities that occur either when or after goods are tendered to the customer as a fulfillment activity, and therefore recognizes freight and distribution expenses in Cost of Product Sales. The Company excludes certain taxes from the transaction price (e.g., sales, value added and some excise taxes).

The Company’s contracts with customers often include promises to transfer products or services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require judgment. Typical products sold are diagnostic tests and typical services performed are R&D studies. Revenues from product sales are recognized at a point-in-time and revenues from R&D studies are recognized ratably over the period of the agreement, unless the related performance obligations indicate otherwise.

Judgment is required to determine the stand-alone selling price (“SSP”) for each distinct performance obligation. SSP is directly observable and the Company can use a range of amounts to estimate SSP, as it sells products and services separately, and can determine whether there is a discount to be allocated based on the relative SSP of the various products and services, for the various geographies.

The Company’s payment terms vary by the type and location of the Company’s customer and products or services offered. Payment terms differ by jurisdiction and customer, but payment is generally required in a term ranging from 30 to 60 days from date of shipment or satisfaction of the performance obligation.

Reserves for Discounts and Allowances

Revenues from product sales are recorded net of reserves established for applicable discounts and allowances that are offered within contracts with the Company’s customers. The Company’s process for estimating reserves established for these variable consideration components does not differ materially from its historical practices.

Product revenue reserves, which are classified as a reduction in product revenues, are generally related to discounts. Estimates of variable consideration and the determination of whether to include estimated amounts in the transaction price are based on all information (historical, current and forecasted) that is reasonably available to the Company, taking into consideration the type of customer, the type of transaction and the specific facts and circumstances of each arrangement. The transaction price, which includes variable consideration reflecting the impact of discounts and allowances, may be subject to constraint and is included in the net sales price only to the extent that it is probable that a significant reversal of the amount of the cumulative revenues recognized will not occur in a future period. Actual amounts may ultimately differ from the Company’s estimates. If actual results vary, the Company adjusts these estimates, which could have an effect on earnings in the period of adjustment.

License and Royalty Revenue

The Company receives royalty revenue on sales by its licensee of products covered under patents that the Company owns. The Company does not have future performance obligations under this license arrangement. The Company records revenue based on estimates of the sales that occurred during the relevant period as a component of license and royalty revenue. The relevant period estimates of sales are based on interim data provided by the licensee and analysis of historical royalties that have been paid to the Company, adjusted for any changes in facts and circumstances, as appropriate. Differences between actual and estimated royalty revenue are adjusted for in the period in which they become known, typically the following quarter. Historically, adjustments have not been material when compared to actual amounts paid by licensee.

R&D and Grant Revenue

All contracts with customers are evaluated under the five-step model described above. For certain contracts that represent grants where the funder does not meet the definition of a customer, the Company recognizes revenue when earned in accordance with Accounting Standards Codification (“ASC”) Topic 958. Such contracts are further described under Disaggregation of Revenue below. Grants are invoiced and revenue is recognized ratably as that is the depiction of the timing of the transfer of services. The R&D study encompasses various phases of product development processes: design feasibility & planning, product development and design optimization, design verification, design validation and process validation, and pivotal studies.

In June 2018, the Financial Accounting Standards Board (the “FASB”) issued ASU 2018‑08, Not-for-Profit Entities (Topic 958): Clarifying the Scope and the Accounting Guidance for Contributions Received and Contributions Made. This ASU clarifies the guidance presented in ASC Topic 958, “Not-for-Profit Entities,” for evaluating whether a transaction is reciprocal (i.e., an exchange transaction) or nonreciprocal (i.e., a contribution) and for distinguishing between conditional and unconditional contributions. The ASU also clarified the guidance used by entities other than not-for-profits to identify and account for contributions made.

Disaggregation of Revenue

The following table disaggregates Total Revenues:

  
For the Three Months Ended
 
  
March 31, 2020
  
March 31, 2019
 
  
Exchange
Transactions
  
Non-Exchange
Transactions
  
Total
  
Exchange
Transactions
  
Non-Exchange
Transactions
  
Total
 
Net product revenue
 
$
5,716,593
  
$
-
  
$
5,716,593
  
$
6,624,285
  
$
-
  
$
6,624,285
 
R&D and grant revenue
  
907,687
   
-
   
907,687
   
773,066
   
928,723
   
1,701,789
 
License and royalty revenue
  
235,304
   
-
   
235,304
   
216,191
   
-
   
216,191
 
  
$
6,859,584
  
$
-
  
$
6,859,584
  
$
7,613,542
  
$
928,723
  
$
8,542,265
 

Exchange transactions are recognized in accordance with ASC Topic 606, while non-exchange transactions are recognized in accordance with ASU 2018-08.

The following table disaggregates revenues by geographic location of the customer:

  
For the Three Months Ended
 
  
March 31, 2020
  
March 31, 2019
 
Africa
 
$
883,515
  
$
2,416,300
 
Asia
  
363,288
   
121,898
 
Europe & Middle East
  
1,639,782
   
2,143,221
 
Latin America
  
2,116,395
   
1,280,473
 
United States
  
1,856,604
   
2,580,373
 
  
$
6,859,584
  
$
8,542,265
 

Contract Liabilities

Deferred revenue relates to payments received in advance of performance under the contract. Deferred revenue is recognized as revenue as (or when) the Company performs under the contract. At December 31, 2019, the Company reported $125,000 in deferred revenue, all of which was earned and recognized as R&D and grant revenue during the three months ended March 31, 2020. At March 31, 2020, the Company reported $543,345 in deferred revenue that is expected to be recognized during the quarter ending June 30, 2020.


(j)
Inventories:

Inventories consisted of the following:

  
March 31, 2020
  
December 31, 2019
 
Raw materials
 
$
3,439,546
  
$
2,901,319
 
Work in process
  
959,371
   
793,343
 
Finished goods
  
6,531,242
   
5,903,368
 
  
$
10,930,159
  
$
9,598,030
 


(k)
Loss Per Share:

Basic loss per share is computed by dividing net loss attributable to holders of Chembio’s common stock (“common stock”) by the weighted-average number of shares of common stock outstanding for the period excluding unvested restricted stock. Diluted loss per share for the three months ended March 31, 2020 and 2019 reflected the potential dilution from the exercise or conversion of other securities into common stock, if dilutive.

There were 1,345,124 and 705,301 weighted-average number of options outstanding as of March 31, 2020 and 2019, respectively, that were not included in the calculation of diluted per common share equivalents for the three months ended March 31, 2020 and 2019, respectively, because the effect would have been anti-dilutive.

There were 550,000 and 0 warrants issued and outstanding as of March 31, 2020 and 2019, respectively, that were not included in the in the calculation of diluted per common share equivalents for the three months ended March 31, 2020 and 2019, respectively, because the effect would have been anti-dilutive.


(l)
Research and Development:

R&D costs are expensed as incurred. Advance payments for goods and services that will be used in future R&D activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made.


(m)
Equity Plans:

Effective June 3, 2008, Chembio’s stockholders voted to approve the 2008 Stock Incentive Plan (the “SIP”), with 625,000 shares of common stock available to be issued. At the Annual Stockholder Meeting on September 22, 2011 Chembio’s stockholders voted to approve an increase to the shares of common stock issuable under the SIP by 125,000 to 750,000. Under the terms of the SIP, which expired during 2018, the Board of Directors of Chembio (the “Board”) or its Compensation Committee had the discretion to select the persons to whom awards were to be granted. Awards could be stock options, restricted stock and/or restricted stock units (collectively, “Equity Award Units”). The awards became vested at such times and under such conditions as determined by the Board or its Compensation Committee. Cumulatively through March 31, 2020, there were 86,875 options expired, forfeited or exercised, and at March 31, 2020, 99,132 options were outstanding and no Equity Award Units were available to be issued under the SIP.

Effective June 19, 2014, Chembio’s stockholders voted to approve the 2014 Stock Incentive Plan (the “SIP14”), with 800,000 shares of common stock available to be issued. Under the terms of the SIP14, the Board or its Compensation Committee has the discretion to select the persons to whom awards are to be granted. Awards can be in the form of Equity Award Units. The awards vest at such times and under such conditions as determined by the Board or its Compensation Committee. Cumulatively through March 31, 2020, there were 25,000 Equity Award Units expired, forfeited or exercised. At March 31, 2020, 441,980 Equity Award Units were outstanding, and 216,442 Equity Award Units remained available to be issued under the SIP14.

Effective June 18, 2019, Chembio’s stockholders voted to approve the 2019 Omnibus Incentive Plan (the “2019 Plan”), with 2,400,000 shares of common stock available to be issued. In addition, shares of common stock underlying any outstanding award granted under the 2019 Plan that, following the effective date of the 2019 Plan, expire, or are terminated, surrendered or forfeited for any reason without issuance of such shares shall be available for the grant of new awards under the 2019 Plan. Under the terms of the 2019 Plan, the Board or its Compensation Committee has the discretion to select the persons to whom awards are to be granted. Awards can be in the form of options, stock appreciation rights, restricted stock, restricted stock unit, or other stock-based award under the 2019 Plan (collectively, “2019 Equity Units”). The 2019 Equity Units become vested at such times and under such conditions as determined by the Board or its Compensation Committee. Cumulatively through March 31, 2020, 375,000 2019 Equity Units had been forfeited. At March 31, 2020, 1,269,632 2019 Equity Units were outstanding, and 1,099,504 2019 Equity Units were available to be awarded.


(n)
Stock-Based Compensation:

The fair value of restricted stock and performance/restricted stock unit awards are their fair value on the date of grant. Stock-based compensation expense for stock options is calculated using the Black-Scholes valuation model based on awards ultimately expected to vest. The fair value of restricted stock and performance and restricted stock unit awards are reduced for actual forfeitures in the period in which the forfeiture occurs and generally expensed on a straight-line basis over the service period of the grant. In the three months ended March 31, 2020, there were forfeitures of 440,631 shares of restricted stock.

Stock-based compensation expense (net of recovery) recognized in the condensed consolidated statements of operations was classified as follows:

  
For the three months ended March 31,
 
  
2020
  
2019
 
Cost of product sales
 
$
6,300
  
$
3,491
 
Research and development expenses
  
63,813
   
59,846
 
Selling, general and administrative expenses
  
316,788

  
284,170
 
Severance and related costs
   (423,984)
   - 
  
$
(37,083
)
 
$
347,507
 
 
The weighted-average assumptions made in calculating the fair values of options are as follows:

  
For the three
months ended
March 31,
 
  
2020
 
Expected term (in years)
  
6.3
 
Expected volatility
  
45.37
%
Expected dividend yield
  
0
%
Risk-free interest rate
  
1.33
%

The following table provides stock option activity for the three months ended March 31, 2020:

Stock Options
 
Number of
Shares
  
Weighted-
Average
Exercise
Price
per Share
 
Weighted-
Average
Remaining
Contract
Term
 
Aggregate
Intrinsic
Value
 
Outstanding at December 31, 2019
  
642,625
  
$
5.79
 
2.57 years
 
$
285,925
 
              
Granted
  
702,499
   
2.50
    
-
 
Exercised
  
-
   
-
    
-
 
Forfeited/expired/cancelled
  
-
   
-
    
-
 
Outstanding at March 31, 2020
  
1,345,124
  
$
4.07
 
4.73 years
 
$
2,282,345
 
Exercisable at March 31, 2020
  
525,958
  
$
5.25
 
2.16 years
 
$
425,925
 

The information in the above table and elsewhere in these notes does not reflect certain options that were received by Chembio’s former chief executive officer and that had vested as of the time of his resignation on January 3, 2020. The Board’s Compensation Committee has determined that the former chief executive officer failed to exercise such options in a timely manner prior to their expiration. The former chief executive officer has asserted that he continues to have the right to exercise those options to acquire 266,666 shares of common stock for an aggregate exercise price of $943,126.

The following table summarizes information about stock options outstanding at March 31, 2020:

   
Stock Options Outstanding
  
Stock Options Exercisable
 
Range of Exercise Prices
  
Number of
Shares
  
Average
Remaining
Contract
Term
(Years)
  
Weighted-
Average
Exercise
Price
  
Aggregate
Intrinsic
Value
  
Number
of Shares
  
Weighted-
Average
Exercise
Price
  
Aggregate
Intrinsic
Value
 
$1 to$ 2.79999
   
672,616
   
6.96
  
$
2.36
  
$
1,856,420
   
-
  
$
-
  
$
-
 
$2.8 to $4.59999
   
250,000
   
0.95
   
3.42
   
425,925
   
250,000
   
3.42
   
425,925
 
$4.6 to $6.39999
   
167,758
   
2.98
   
5.82
   
-
   
119,125
   
5.84
   
-
 
$6.4 to $8.19999
   
207,875
   
3.81
   
7.31
   
-
   
138,083
   
7.22
   
-
 
$8.2 to $12
   
46,875
   
3.35
   
11.45
   
-
   
18,750
   
11.45
   
-
 
Total
   
1,345,124
   
4.73
  
$
4.07
  
$
2,282,345
   
525,958
  
$
5.25
  
$
425,925
 

As of March 31, 2020, there was $1,054,914 of net unrecognized compensation cost related to stock options that had not vested, which is expected to be recognized over a weighted-average period of approximately 2.80 years. The total fair value of shares vested during the three months ended March 31, 2020 and 2019 was $182,932 and $204,567, respectively.

The following table summarizes information about restricted stock, restricted stock units and performance stock units outstanding as of March 31, 2020:

  
Number of
Shares & Units
  
Weighted-
Average
Grant Date
Fair Value
 
Outstanding at December 31, 2019
  
545,986
  
$
7.47
 
         
Granted
  
597,997
   
2.44
 
Vested
  
(30,864
)
  
3.90
 
Forfeited/expired/cancelled
  
(440,631
)
  
6.37
 
Outstanding at March 31, 2020
  
672,488
  
$
3.50
 

As of March 31, 2020, there was $2,100,929 of net unrecognized compensation cost related to restricted stock and restricted stock units that had not vested, which is expected to be recognized over a weighted-average period of approximately 2.09 years.


(o)
Geographic Information and Economic Dependency

The Company produces only one group of similar products known collectively as “rapid medical tests”, and it operates in a single operating segment. Net product revenue by geographic area were as follows:

  
For the three months ended March 31,
 
  
2020
  
2019
 
Africa
 
$
883,515
  
$
2,416,300
 
Asia
  
363,288
   
121,098
 
Europe & Middle East
  
1,175,089
   
1,178,025
 
Latin America
  
2,116,396
   
1,280,473
 
United States
  
1,178,305
   
1,628,389
 
  
$
5,716,593
  
$
6,624,285
 

Property, plant and equipment by geographic area were as follows:

  
March 31, 2020
  
December 31, 2019
 
Asia
 
$
377,020
  
$
393,299
 
Europe & Middle East
  
173,614
   
165,029
 
Latin America
  
2,938
   
60,527
 
United States
  
6,105,707
   
5,314,714
 
  
$
6,659,279
  
$
5,933,569
 


(p)
Accounts Payable and Accrued Liabilities:

Accounts payable and accrued liabilities consisted of:

  
March 31, 2020
  
December 31, 2019
 
Accounts payable – suppliers
 
$
3,833,750
  
$
3,144,098
 
Accrued commissions and royalties
  
655,549
   
931,760
 
Accrued payroll
  
233,610
   
231,753
 
Accrued vacation
  
392,034
   
410,199
 
Accrued bonuses
  
152,489
   
215,000
 
Accrued severance
  
395,096
   
-
 
Accrued expenses – other
  
873,606
   
593,433
 
TOTAL
 
$
6,536,134
  
$
5,526,243
 

In the three months ended March 31, 2020, the Company recognized $1 million in severance expense related to the departure of Chembio’s former chief executive officer.


(q)
Goodwill, Long-Lived Assets and Intangible Assets:

The following table reflects changes in goodwill:

Beginning balance at December 31, 2019
 
$
5,872,690
 
Change in foreign currency exchange rate
  
(379,645
)
Balance at March 31, 2020
 
$
5,493,045
 

Intangible assets consisted of the following:

  
March 31, 2020
  
December 31, 2019
 
  
Weighted-
Average
Remaining
Useful Life
  
Cost
  
Accumulated
Amortization
  
Net Book
Value
  
Cost
  
Accumulated
Amortization
  
Net Book
Value
 
Intellectual property
  
6
  
$
1,417,400
  
$
333,814
  
$
1,083,586
  
$
1,418,681
  
$
299,232
  
$
1,119,449
 
Developed technology
  
6
   
1,886,880
   
326,794
   
1,560,086
   
1,922,682
   
266,550
   
1,656,132
 
Customer contracts/relationships
  
7
   
1,232,099
   
294,481
   
937,618
   
1,325,521
   
270,902
   
1,054,619
 
Trade names
  
8
   
107,972
   
33,404
   
74,568
   
114,946
   
30,794
   
84,152
 
      
$
4,644,351
  
$
988,493
  
$
3,655,858
  
$
4,781,830
  
$
867,478
  
$
3,914,352
 

Intellectual property, developed technology, customer contracts/relationships and trade names are amortized over 10, 7, 10 and 11 years, respectively. Amortization expense for the three months ended March 31, 2020 and 2019 was approximately $144,661 and $139,000, respectively. Amortization expense, subject to changes in currency exchange rates, is expected to be $560,877 per year from 2020 through 2024, and total $992,976 for all of the years thereafter.


(r)
Taxes:

At the end of each interim reporting period, the Company estimates its effective tax rate expected to be applied for the full year. This estimate is used to determine the income tax provision or benefit on a year-to-date basis, and may change in subsequent interim periods. Accordingly, the Company’s effective tax rate for the three months ended March 31, 2020 was 1.6%, compared to the effective tax rate of 8.8% for the three months ended March 31, 2019. The Company’s effective tax rates for both periods were affected primarily by a full valuation allowance on domestic net deferred tax assets and a benefit from foreign net operating losses.


(s)
Allowance for Doubtful Accounts:

The Company records allowances for doubtful accounts for the estimated probable losses on uncollectible accounts receivable. The allowance is based upon the credit worthiness of the Company’s customers, the Company’s historical experience, the age of the receivable and current market and economic conditions. Receivables are written off against these allowances in the period they are determined to be uncollectible.


(t)
Foreign Currency Translation:

The functional currency of a foreign subsidiary is the local currency. Assets and liabilities of foreign subsidiaries that use a currency other than U.S. dollars as their functional currency are translated to U.S. dollars at end of period currency exchange rates. The consolidated statements of operations of foreign subsidiaries are translated to U.S. dollars at average period currency exchange rates. The effect of translation for foreign subsidiaries is generally reported in other comprehensive (loss) income. Foreign transaction gains and losses have been immaterial.


(u)
Acquisition Costs:

Acquisition costs include period expenses, primarily professional services, related to acquisition activities. For the three months ended March 31, 2020 and 2019, the Company recognized $63,497 and $395,612 in acquisition costs related to its acquisition of Orangelife and opTricon GmbH, respectively.


(v)
Recently Issued Accounting Standards:

Recently Adopted

ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”)

In June 2016, the FASB issued ASU 2016-13. ASU 2016-13 provides guidance on measurement of credit losses on financial instruments that changes the impairment model for most financial assets and certain other instruments, including trade and other receivables, held-to-maturity debt securities and loans, and that requires entities to use a new, forward-looking “expected loss” model that is expected to generally result in the earlier recognition of allowances for losses. The guidance became effective for annual periods beginning after December 15, 2019, including interim periods within those years. The Company has evaluated the effects of this standard and determined that the adoption did not have a material impact on the Company’s consolidated financial statements.

ASU 2018-13, Fair Value Measurement - Disclosure Framework (Topic 820) (“ASU 2018-13”)
In August 2018, the FASB issued ASU 2018-13. ASU 2018-13 improves the disclosure requirements on fair value measurements. The updated guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for any removed or modified disclosures. The Company has evaluated the effects of this standard and determined that the adoption did not have a material impact on the Company’s consolidated financial statements.

Not Yet Adopted

ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting

In March 2020, the FASB issued ASC Topic 848. ASC Topic 848 provides relief for impacted areas as it relates to impending reference rate reform. ASC Topic 848 contains optional expedients and exceptions for applying GAAP to debt arrangements, contracts, hedging relationships, and other areas or transactions that are impacted by reference rate reform. This guidance is effective for upon issuance for all entities and elections of certain optional expedients are required to apply the provisions of the guidance. The Company continues to assess all potential impacts of the standard and will disclose the nature and reason for any elections that the Company makes.

ASU 2017-4, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-4”)

In January 2017, the FASB issued ASU 2017-4. ASU 2017-4 simplifies the subsequent measurement of goodwill and eliminates Step 2 from the goodwill impairment test. ASU 2017-4 is effective for annual and interim goodwill tests beginning after December 15, 2019. The Company’s measurement period is October 1 and is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

ASU 2019-12, Simplifications to Accounting for Income Taxes (“ASU 2019-12”)

In December 2019, the FASB issued ASU 2019-12. ASU 2019-12 removes certain exceptions for recognizing deferred taxes for investments, performing intra-period allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including deferred taxes for goodwill and allocating taxes for members of a consolidated group. ASU 2019-12 is effective for all entities for fiscal years beginning after December 15, 2020, and earlier adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2019-12 on its consolidated financial statements.