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Note 3 - Summary of Significant Accounting Policies
12 Months Ended
Dec. 31, 2020
Notes to Financial Statements  
Significant Accounting Policies [Text Block]
NOTE
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis and Accounting and Principles of Consolidation
 
The Company prepares its consolidated financial statements in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). 
 
The accompanying consolidated financial statements include the accounts of the Company and its direct and indirect wholly-owned subsidiaries, PLx Opco Inc. and PLx Chile SpA. All significant intercompany balances and transactions have been eliminated within the consolidated financial statements. The Company dissolved its subsidiary, PLx Chile SpA, in
March 2020.
The Company operates in
one
business segment. 
 
Use of Estimates
 
The preparation of our consolidated financial statements in conformity with U.S. 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 consolidated financial statements and the reported amount of revenues and expenses during the reporting period. In the accompanying consolidated financial statements, estimates are used for, but
not
limited to, the impairment assessment of goodwill, the fair value of warrant liability, the fair value of stock-based compensation, allowance for inventory obsolescence, contingent liabilities, fair value and depreciable lives of long-lived assets, and deferred taxes and associated valuation allowance. Actual results could differ from those estimates.
 
Cash and Cash Equivalents
 
The Company considers all highly liquid investments with an original maturity of
three
months or less when purchased to be cash equivalents. The Company maintains cash and cash equivalents in a financial institution that at times exceeds federally insured limits. Management believes that the Company's credit risk exposure is mitigated by the financial strength of the banking institution in which the deposits are held. As of
December 31, 2020,
the Company had cash and cash equivalents of
$22.4
million in U.S. bank accounts which were
not
fully insured by the Federal Deposit Insurance Corporation.
 
Allowance for Uncollectible Accounts Receivable
 
An allowance for uncollectible accounts receivable is estimated based on historical experience, credit quality, age of the accounts receivable balances, and economic conditions that
may
affect a customer's ability to pay. The allowance for uncollectible accounts receivable was
zero
as of
December 31, 2020
and
2019,
respectively.
 
Inventory
 
Inventory is stated at the lower of cost or net realizable value, using the average cost method. Inventory as of
December 31, 2020
and
2019
was comprised of raw materials for the manufacture of VAZALORE™. The Company regularly reviews inventory quantities on hand and assesses the need for an allowance for obsolescence. The allowance for obsolete inventory was
$0
and
$0.5
million as of
December 31, 2020
and
2019,
respectively, resulting in net inventory of
$0.1
million and
$0,
respectively.
 
Fair Value of Financial Instruments
 
All financial instruments classified as current assets and liabilities are carried at cost, which approximates fair value, because of the short-term maturities of those instruments. The fair value of the term loan approximates its face value of
$0.6
million based on the Company's current financial condition and on the variable nature of the term loan's interest feature as compared to current rates. For disclosures concerning fair value measurements, see Note
8.
 
 
Property and Equipment
 
Property and equipment are stated at cost less accumulated depreciation. The Company capitalizes additions that have a tangible future economic life. Maintenance and repairs that do
not
improve or extend the lives of property and equipment are charged to operations as incurred. Depreciation expense is computed using the straight-line method over the estimated useful lives of each class of depreciable assets. Management reviews property and equipment for possible impairment whenever events or circumstances indicate the carrying amount of an asset
may
not
be recoverable. If there is an indication of impairment, management prepares an estimate of future cash flows (undiscounted and without interest charges) expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value.
 
Leases
 
At the inception of a contract, the Company determines if the arrangement is, or contains, a lease. Right-of-use (“ROU”) assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Rent expense is recognized on a straight-line basis over the lease term.
 
The Company has made certain accounting policy elections whereby the Company (i) does
not
recognize ROU assets or lease liabilities for short-term leases (those with original terms of
12
-months or less) and (ii) combines lease and non-lease elements of its operating leases. Operating lease ROU assets are included in right of use assets and operating lease liabilities are included in other current and non-current liabilities in the Company's consolidated balance sheets. As of
December 31, 2020
and
2019,
the Company did
not
have any finance leases.
 
Goodwill
 
Goodwill is
not
amortized but is subject to periodic review for impairment. Goodwill is reviewed annually, as of
October 31,
and whenever events or changes in circumstances indicate that the carrying amount of the goodwill might
not
be recoverable. Management performs its review of goodwill on its
one
reporting unit.
 
The Company performs a
one
-step test in its evaluation of the carrying value of goodwill, if qualitative factors determine it is necessary to complete a goodwill impairment test. In the evaluation, the fair value of the relevant reporting unit is determined and compared to the carrying value. If the fair value is greater than the carrying value, then the carrying value is deemed to be recoverable, and
no
further action is required. If the fair value estimate is less than the carrying value, goodwill is considered impaired for the amount by which the carrying amount exceeds the reporting unit's fair value, and a charge is reported in impairment of goodwill in the Company's consolidated statements of operations.
 
The Company has
not
identified any events or changes in circumstances that indicate that a potential impairment of goodwill occurred during the years ended
December 31, 2020
or
2019.
 
Revenue Recognition
 
The Company analyzes contracts to determine the appropriate revenue recognition using the following steps: (i) identification of contracts with customers; (ii) identification of distinct performance obligations in the contract; (iii) determination of contract transaction price; (iv) allocation of contract transaction price to the performance obligations; and (v) determination of revenue recognition based on timing of satisfaction of the performance obligation. The Company recognizes revenues upon the satisfaction of its performance obligations (upon transfer of control of promised goods or services to customers) in an amount that reflects the consideration to which it expects to be entitled to in exchange for those goods or services. Deferred revenue results from cash receipts from or amounts billed to customers in advance of the transfer of control of the promised services to the customer and is recognized as performance obligations are satisfied. When sales commissions or other costs to obtain contracts with customers are considered incremental and recoverable, those costs are deferred and then amortized as selling and marketing expenses on a straight-line basis over an estimated period of benefit.
 
The Company's sole revenue arrangement is a cost-reimbursable federal grant with the National Institutes of Health. This federal grant was completed in the
second
quarter of
2020.
The Company recognizes revenue on this grant as grant-related expenses are incurred by the Company or its subcontractors. The Company recognized
$0.03
million and
$0.6
million of revenue under this arrangement during the years ended
December 31, 2020
and
2019,
respectively.
 
The Company has
not
incurred incremental costs to obtain contracts with customers or material costs to fulfill contracts with customers and did
not
have any material contract assets or liabilities as of
December 31, 2020
and
December 31, 2019.
 
Research and Development Expenses
 
Costs incurred in connection with research and development activities are expensed as incurred. Research and development expenses consist of direct and indirect costs associated with specific projects, manufacturing activities, and include fees paid to various entities that perform research related services for the Company combined with reimbursable costs related to the federal grant with the National Institutes of Health.
 
Stock-Based Compensation
 
The Company recognizes expense in the consolidated statements of operations for the fair value of all stock-based compensation to key employees, nonemployee directors and advisors, generally in the form of stock options. The Company uses the Black-Scholes option valuation model to estimate the fair value of stock options on the grant date. Compensation cost is amortized on a straight-line basis over the vesting period for each respective award. The Company accounts for forfeitures as they occur.
 
Income Taxes
 
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to temporary differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred income tax assets to the amount expected to be realized.
 
Tax benefits are initially recognized in the financial statements when it is more likely than
not
that the position will be sustained upon examination by the tax authorities. Such tax positions are initially, and subsequently, measured as the largest amount of tax benefit that is greater than
50%
likely of being realized upon ultimate settlement with the tax authority, assuming full knowledge of the position and all relevant facts.
 
The Company currently has tax returns open for examination by the applicable taxing authority for all years since
2015.
 
Income (Loss) Per Share
 
In periods of net loss, basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. The Series A and Series B convertible preferred stock (the “Series A Preferred Stock” and the “Series B Preferred Stock”) contains non-forfeitable rights to dividends, and therefore are considered to be participating securities; in periods of net income, the calculation of basic earnings per share excludes from the numerator net income attributable to the Series A Preferred Stock and Series B Preferred Stock and excludes the impact of those shares from the denominator.
 
In periods of net loss, diluted loss per share is calculated similarly to basic loss per share because the impact of all potential dilutive common shares is anti-dilutive. In periods of net income, diluted earnings per share is computed using the more dilutive of the “two class method” or the “treasury method.” Dilutive earnings per share under the “two class method” is calculated by dividing net income available to common stockholders as adjusted for the participating impacts of the Series A Preferred Stock and Series B Preferred Stock, by the weighted-average number of shares outstanding plus the dilutive impact of all other potential dilutive common shares, consisting primarily of common shares underlying common stock options and stock purchase warrants using the treasury stock method. Dilutive earnings per share under the “treasury method” is calculated by dividing net income available to common stockholders by the weighted-average number of shares outstanding plus the dilutive impact of all potential dilutive common shares, consisting primarily of common shares underlying common stock options and stock purchase warrants using the treasury stock method, and convertible preferred stock using the if-converted method.
 
 
None
of the potential dilutive securities had a dilutive impact during the years ended
December 31, 2020
and
2019.
 
The number of anti-dilutive shares for the years ended
December 31, 2020
and
2019
was
20.3
million and
10.5
 million, respectively, consisting of common shares underlying (i) common stock options of
3.0
million and
1.7
million, respectively, (ii) stock purchase warrants of
7.9
million and
2.7
million, respectively, and (iii) convertible preferred stock of
9.4
million and
6.2
million which have been excluded from the computation of diluted income per share.
 
Recent Accounting Developments
 
Unadopted Guidance
 
In
August 2020,
the Financial Accounting Standards Board issued Accounting Standards Update
2020
-
06
Debt – Debt with Conversion and Other Options (Subtopic
470
-
20
) and Derivatives and Hedging – Contracts in Entity's Own Equity (subtopic
815
-
40
) that provides new guidance on the accounting for convertible debt instruments and contracts in an entity's own equity. The guidance simplifies the accounting for convertible instruments by reducing the various accounting models that can require the instrument to be separated into a debt component and equity component or derivative component. Additionally, the guidance eliminated certain settlement conditions previously required to be able to classify a derivative in equity. The new guidance is effective on a modified or full retrospective basis for fiscal years beginning after
December 15, 2023,
including interim periods with those fiscal years. The Company will evaluate the impact on the consolidated financial statements. 
 
In
November 2019,
the Financial Accounting Standards Board (“FASB”) issued guidance (ASU
2019
-
12
) simplifying the accounting for income taxes by removing the following exceptions:
1
) exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items,
2
) exception requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment,
3
) exception to the ability
not
to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary, and
4
) exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss the year. The amendments also simplify accounting for income taxes by doing the following:
1
) requiring that an entity recognize a franchise tax or similar tax that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax,
2
) requiring that an entity evaluate when a step up in the tax basis of goodwill should be considered part of the business combination in which the book goodwill was originally recognized and when it should be considered a separate transaction,
3
) specifying that an entity is
not
required to allocate the consolidated amount of current and deferred tax expense to a legal entity that is
not
subject to tax in its separate financial statements,
4
) requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date, and
5
) making minor Codification improvements for income taxes related to employee stock ownership plans and investments in qualified affordable housing projects accounted for using the equity method. The guidance is effective for reporting periods beginning after
December 15, 2020,
including interim periods within that fiscal year. Early adoption was permitted, including adoption in an interim period. The Company does
not
expect the adoption of ASU
2019
-
12
will have a material impact on its financial position, results of operations and cash flows.
 
The Company does
not
believe that any other recently issued effective standards, or standards issued but
not
yet effective, if adopted, would have a material effect on the accompanying consolidated financial statements. 
 
Reclassifications
 
Certain reclassifications have been made to the prior-year financial statements to conform to the current-year presentation.  These reclassifications had
no
effect on the reported results of operations.
  
Subsequent Events
 
The Company's management reviewed all material events through the date the consolidated financial statements were issued for subsequent event disclosure consideration.