New York
|
14-1702188
|
(State
or other jurisdiction of incorporation or
organization)
|
(I.R.S.
Employer Identification No.)
|
122 Smith Road, Kinderhook, New York
|
12106
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common
Stock
|
ABMC
|
OTC
Markets Pink
|
Large
accelerated filer
|
☐
|
Accelerated
filer
|
☐
|
Non-accelerated
filer
|
☐
|
Smaller
reporting company
|
☒
|
|
|
Emerging
growth company
|
☐
|
PAGE
|
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|
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|
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|
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27
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27
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27
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28
|
|
September 30,
|
December 31,
|
|
2020
|
2019
|
ASSETS
|
(Unaudited)
|
|
Current
assets
|
|
|
Cash and cash
equivalents
|
$61,000
|
$4,000
|
Accounts
receivable, net of allowance for doubtful accounts of $35,000 at
September 30, 2020 and $34,000 at December 31, 2019
|
364,000
|
370,000
|
Inventory, net of
allowance of $397,000 at September 30, 2020 and $291,000 at
December 31, 2019
|
602,000
|
810,000
|
Prepaid expenses
and other current assets
|
85,000
|
6,000
|
Right of use asset
– operating leases
|
35,000
|
34,000
|
Total current
assets
|
1,147,000
|
1,224,000
|
Property, plant and
equipment, net
|
594,000
|
644,000
|
Patents,
net
|
110,000
|
116,000
|
Right of use asset
– operating leases
|
49,000
|
73,000
|
Other
assets
|
21,000
|
21,000
|
Total
assets
|
$1,921,000
|
$2,078,000
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
Current
liabilities
|
|
|
Accounts
payable
|
$604,000
|
$652,000
|
Accrued expenses
and other current liabilities
|
577,000
|
543,000
|
Right of use
liability – operating leases
|
33,000
|
34,000
|
Wages
payable
|
98,000
|
104,000
|
Line of
credit
|
208,000
|
337,000
|
PPP
Loan
|
332,000
|
0
|
Current portion of
long-term debt, net of deferred finance costs
|
1,120,000
|
17,000
|
Total current
liabilities
|
2,972,000
|
1,687,000
|
Long-term
debt/other liabilities , net of current portion and deferred
finance costs
|
0
|
1,108,000
|
Right of use
liability – operating leases
|
49,000
|
73,000
|
Total
liabilities
|
3,021,000
|
2,868,000
|
COMMITMENTS AND
CONTINGENCIES
|
|
|
Stockholders'
deficit:
|
|
|
Preferred stock;
par value $.01 per share; 5,000,000 shares authorized, none issued
and outstanding at September 30, 2020 and December 31,
2019
|
0
|
0
|
Common stock; par
value $.01 per share; 50,000,000 shares authorized; 35,953,476
issued and outstanding at September 30, 2020 and 32,680,984 issued
and outstanding as of December 31, 2019
|
359,000
|
327,000
|
Additional paid-in
capital
|
21,658,000
|
21,437,000
|
Accumulated
deficit
|
(23,117,000)
|
(22,554,000)
|
Total
stockholders’ deficit
|
(1,100,000)
|
(790,000)
|
Total liabilities
and stockholders’ deficit
|
$1,921,000
|
$2,078,000
|
|
For The Nine Months Ended
|
|
|
September 30,
|
|
|
2020
|
2019
|
|
|
|
Net
sales
|
$3,370,000
|
$2,775,000
|
|
|
|
Cost of goods
sold
|
2,362,000
|
1,805,000
|
|
|
|
Gross
profit
|
1,008,000
|
970,000
|
|
|
|
Operating
expenses:
|
|
|
Research and
development
|
77,000
|
62,000
|
Selling and
marketing
|
408,000
|
350,000
|
General and
administrative
|
951,000
|
968,000
|
|
1,436,000
|
1,380,000
|
|
|
|
Operating
loss
|
(428,000)
|
(410,000)
|
|
|
|
Other (expense) /
income :
|
|
|
Interest
expense
|
(133,000)
|
(200,000)
|
Other income,
net
|
0
|
172,000
|
|
(133,000)
|
(28,000)
|
|
|
|
Net
loss before tax
|
(561,000)
|
(438,000)
|
|
|
|
Income tax
expense
|
(2,000)
|
(2,000)
|
|
|
|
Net
loss
|
$(563,000)
|
$(440,000)
|
|
|
|
Basic
and diluted loss per common share
|
$(0.02)
|
$(0.01)
|
|
|
|
Weighted average
number of shares outstanding – basic &
diluted
|
35,278,455
|
32,479,123
|
|
For The Three Months Ended
|
|
|
September 30,
|
|
|
2020
|
2019
|
|
|
|
Net
sales
|
$883,000
|
$895,000
|
|
|
|
Cost of goods
sold
|
648,000
|
536,000
|
|
|
|
Gross
profit
|
235,000
|
359,000
|
|
|
|
Operating
expenses:
|
|
|
Research and
development
|
24,000
|
23,000
|
Selling and
marketing
|
89,000
|
131,000
|
General and
administrative
|
294,000
|
286,000
|
|
407,000
|
440,000
|
|
|
|
Operating
loss
|
(172,000)
|
(81,000)
|
|
|
|
Other (expense) /
income:
|
|
|
Interest
expense
|
(42,000)
|
(66,000)
|
Other income,
net
|
0
|
3,000
|
|
(42,000)
|
(63,000)
|
|
|
|
Net
loss before tax
|
(214,000)
|
(144,000)
|
|
|
|
Income tax
expense
|
(2,000)
|
(0)
|
|
|
|
Net
loss
|
$(216,000)
|
$(144,000)
|
|
|
|
Basic
and diluted loss per common share
|
$(0.01)
|
$(0.00)
|
|
|
|
Weighted average
number of shares outstanding – basic &
diluted
|
35,953,476
|
32,545,776
|
|
For The Nine Months Ended
|
|
|
September 30,
|
|
|
2020
|
2019
|
Cash flows from operating activities:
|
|
|
Net
loss
|
$(563,000)
|
$(440,000)
|
Adjustments
to reconcile net loss to net cash provided by / (used in) operating
activities:
|
|
|
Depreciation
and amortization
|
60,000
|
61,000
|
Amortization
of debt issuance costs
|
37,000
|
82,000
|
Allowance
for doubtful accounts
|
1,000
|
(2,000)
|
Provision
for slow moving and obsolete inventory
|
114,000
|
63,000
|
Share-based
payment expense
|
2,000
|
4,000
|
Director
fee paid with restricted stock
|
31,000
|
5,000
|
Refinance
fee paid with restricted stock
|
21,000
|
0
|
Changes
in:
|
|
|
Accounts
receivable
|
5,000
|
(38,000)
|
Inventory
|
94,000
|
66,000
|
Prepaid
expenses and other current assets
|
(56,000)
|
11,000
|
Accounts
payable
|
(48,000)
|
247,000
|
Accrued
expenses and other current liabilities
|
9,000
|
78,000
|
Wages
payable
|
(6,000)
|
(142,000)
|
Net
cash used in operating activities
|
(299,000)
|
(5,000)
|
Cash flows from investing activities:
|
|
|
Purchase
of property, plant, and equipment
|
(4,000)
|
0
|
Net
cash used in investing activities
|
(4,000)
|
0
|
|
|
|
Cash flows from financing activities:
|
|
|
Proceeds
from debt financing
|
332,000
|
62,000
|
Payments
on debt financing
|
(7,000)
|
(85,000)
|
Proceeds
from Private Placement
|
164,000
|
0
|
Proceeds
from lines of credit
|
3,449,000
|
2,876,000
|
Payments
on lines of credit
|
(3,578,000)
|
(2,946,000)
|
Net
cash provided by / (used in) financing activities
|
360,000
|
(93,000)
|
|
|
|
Net change in cash and cash equivalents
|
57,000
|
(98,000)
|
Cash
and cash equivalents - beginning of period
|
4,000
|
113,000
|
|
|
|
Cash and cash equivalents - end of period
|
$61,000
|
$15,000
|
Supplemental disclosures of cash flow information
|
|
|
Non-Cash
transactions:
|
|
|
Debt
issuance cost paid with restricted stock
|
$0
|
$14,000
|
Loans
converted to stock
|
$39,000
|
$0
|
Cash
paid during period for interest
|
$109,000
|
$117,000
|
Cash
paid during period for taxes
|
$2,000
|
$2,000
|
Inventory is
comprised of the following:
|
September 30,
2020
|
December 31,
2019
|
|
|
|
Raw
Materials
|
$695,000
|
$670,000
|
Work In
Process
|
113,000
|
141,000
|
Finished
Goods
|
191,000
|
290,000
|
Allowance for slow
moving and obsolete inventory
|
(397,000)
|
(291,000)
|
|
$602,000
|
$810,000
|
|
September 30,
2020
|
September 30,
2019
|
|
|
|
Warrants
|
0
|
2,000,000
|
Options
|
2,142,000
|
2,252,000
|
|
2,142,000
|
4,252,000
|
|
September 30,
2020
|
December 31,
2019
|
Loan and Security Agreement with Cherokee
Financial, LLC: 5 year note executed on February 15, 2015,
at a fixed annual interest rate of 8% plus a 1% annual oversight
fee, interest only and oversight fee paid quarterly with first
payment being made on May 15, 2015, annual principal reduction
payment of $75,000 due each year beginning on February 15, 2016,
with a final balloon payment being due on February 15, 2020. Loan
was extended for one year (until February 15, 2021) on February 15,
2020 under the same terms and conditions as original loan. Loan is
collateralized by a first security interest in building, land and
property.
|
$900,000
|
$900,000
|
Crestmark Line of Credit: Line of credit
maturing on September 22, 2021 with interest payable at a variable
rate based on WSJ Prime plus 3% with a floor or 5.25%; loan fee of
0.5% annually & monthly maintenance fee of 0.3% on actual loan
balance from prior month. Early termination fee of 2% if terminated
prior to natural expiration. Loan is collateralized by first
security interest in receivables and inventory and the all-in
interest rate as of the date of this report is 12.94%.
|
208,000
|
337,000
|
Crestmark Equipment Term
Loan: 38
month equipment loan related to the purchase of manufacturing
equipment, at an interest rate of WSJ Prime Rate plus 3%; or 6.25%.
The loan was satisfied in the quarter ended September 30,
2020.
|
0
|
7,000
|
2019 Term Loan with Cherokee Financial,
LLC: 1 year note at an annual fixed interest rate of 18%
paid quarterly in arrears with first interest payment being made on
May 15, 2019 and a balloon payment being due on February 15, 2020.
Loan was extended for another year (or until February 15, 2021)
under the same terms and conditions. A penalty of $20,000 was added
to the loan principal on February 15, 2020 in connection with the
extension of the loan.
|
220,000
|
200,000
|
July 2019 Term Loan with Chaim Davis, et
al: Notes at an annual fixed interest rate of 7.5% paid
monthly in arrears with the first payment being made on September
1, 2019 and the final payment being made on October 1, 2020. Loan
principal was fully converted into restricted common shares on
March 2, 2020.
|
0
|
10,000
|
December 2019 Convertible Note:
Convertible note with a conversion date of 120 days or upon the
closing of a 2020 funding transaction (whichever is sooner). Note
principal was fully converted into restricted common shares on
March 2, 2020 as part of our February 2020 private
placement.
|
0
|
25,000
|
April 2020 PPP Loan with Crestmark: 2
year SBA loan at 1% interest with first payment due October 2020.
Company intends to apply for forgiveness of loan under PPP
guidelines after 24 weeks, or after October 2020.
|
332,000
|
0
|
|
$1,660,000
|
$1,479,000
|
Less debt discount
& issuance costs (Cherokee Financial, LLC loans)
|
0
|
(17,000)
|
Total debt,
net
|
$1,660,000
|
$1,462,000
|
|
|
|
Current
portion
|
$1,660,000
|
$354,000
|
Long-term portion,
net of current portion
|
$0
|
$1,125,000
|
|
Nine months ended September 30, 2020
|
Nine months ended September 30, 2019
|
||||
|
Shares
|
Weighted Average
Exercise Price
|
Aggregate
Intrinsic Value
as of
September 30,
2020
|
Shares
|
Weighted Average
Exercise Price
|
Aggregate
Intrinsic Value as of
September 30,
2019
|
Options outstanding
at beginning of year
|
2,252,000
|
$0.13
|
|
2,222,000
|
$0.13
|
|
Granted
|
0
|
NA
|
|
80,000
|
$0.07
|
|
Exercised
|
0
|
NA
|
|
0
|
NA
|
|
Cancelled/expired
|
(110,000)
|
$0.10
|
|
(50,000)
|
$0.20
|
|
Options outstanding
at end of period
|
2,142,000
|
$0.13
|
$398,000
|
2,252,000
|
$0.13
|
$1,000
|
Options exercisable
at end of period
|
2,142,000
|
$0.13
|
|
2,172,000
|
$0.13
|
|
|
|
Nine months
ended
|
||
|
|
2020
|
|
2019
|
Volatility
|
|
NA
|
|
85%
|
Expected
term (years)
|
|
NA
|
|
10
years
|
Risk-free
interest rate
|
|
NA
|
|
2.01%
|
Dividend
yield
|
|
NA
|
|
0%
|
|
Nine months ended
September 30, 2020
|
Nine months ended
September 30, 2019
|
||||
|
Shares
|
Weighted Average
Exercise Price
|
Aggregate
Intrinsic Value
as of
September 30,
2020
|
Shares
|
Weighted Average
Exercise Price
|
Aggregate
Intrinsic Value as of September 30,
2019
|
Warrants
outstanding at beginning of year
|
2,000,000
|
$0.18
|
|
2,000,000
|
$0.18
|
|
Granted
|
0
|
NA
|
|
0
|
NA
|
|
Exercised
|
0
|
NA
|
|
0
|
NA
|
|
Cancelled/expired
|
(2,000,000)
|
$0.18
|
|
0
|
NA
|
|
Warrants
outstanding at end of year
|
0
|
NA
|
None
|
2,000,000
|
$0.18
|
None
|
Warrants
exercisable at end of year
|
0
|
NA
|
|
2,000,000
|
$0.18
|
|
|
Common
Stock
|
|
|
|
|
|
Shares
|
Amount
|
Additional
Paid
in
Capital
|
Accumulated
Deficit
|
Total
|
Balance
– December 31, 2019
|
32,680,984
|
$327,000
|
$21,437,000
|
(22,554,000)
|
$(790,000)
|
Shares issued in
connection with private placement
|
2,842,856
|
28,000
|
171,000
|
|
199,000
|
Shares issued to
Cherokee in connection with loan
|
300,000
|
3,000
|
18,000
|
|
21,000
|
Share based payment
expense
|
|
|
2,000
|
|
2,000
|
Shares issued for
board meeting attendance in lieu of cash
|
129,636
|
1,000
|
30,000
|
|
31,000
|
Net
loss
|
|
|
|
(563,000)
|
(563,000)
|
Balance
– September 30, 2020
|
35,953,476
|
$359,000
|
$21,658,000
|
$(23,117,000)
|
$(1,100,000)
|
|
|
|
|
|
|
Balance
– December 31, 2018
|
32,279,368
|
$323,000
|
$21,404,000
|
$(21,873,000)
|
$(146,000)
|
Shares issued to
Cherokee in connection with loan
|
200,000
|
2,000
|
12,000
|
|
14,000
|
Shares issued for
board meeting attendance in lieu of cash
|
66,408
|
|
5,000
|
|
5,000
|
Share based payment
expense
|
|
|
4,000
|
|
4,000
|
Net
loss
|
|
|
|
(440,000)
|
(440,000)
|
Balance-September
30, 2019
|
32,545,776
|
$325,000
|
$21,425,000
|
$(22,313,000)
|
$(563,000)
|
Facility
|
|
Debtor
|
Balance
as of September 30, 2020
|
Loan and Security
Agreement
|
|
Cherokee Financial,
LLC
|
$900,000
|
Revolving Line of
Credit
|
|
Crestmark
Bank
|
$208,000
|
Term
Loan
|
|
Cherokee Financial,
LLC
|
$220,000
|
PPP
Loan
|
|
Crestmark Bank,
SBA
|
$332,000
|
Total
Debt
|
|
|
$1,660,000
|
Rule
13a-14(a)/15d-14(a) Certification of Chief Executive Officer/Chief
Financial Officer
|
|
|
Certification
of the Chief Executive Officer/Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
101
|
The
following materials from our Quarterly Report on Form 10-Q for the
quarter ended September 30, 2020, formatted in XBRL (Extensible
Business Reporting Language): (i) Condensed Balance Sheet, (ii)
Condensed Statements of Income (iii) Condensed Statements of Cash
Flows, and (iv) Notes to Condensed Financial
Statements.
|
|
AMERICAN
BIO MEDICA CORPORATION
(Registrant)
|
|
|
|
By: /s/
Melissa A. Waterhouse
|
|
Melissa
A. Waterhouse
Chief
Executive Officer (Principal Executive Officer)
Principal Financial
Officer
Principal
Accounting Officer
|
|
By:
|
/s/ Melissa A.
Waterhouse
|
|
|
|
Melissa A.
Waterhouse
|
|
|
|
Chief
Executive Officer (Principal Executive Officer)
Principal
Financial Officer
Principal
Accounting Officer
November 16,
2020
|
|
Document And Entity Information - shares |
9 Months Ended | |
---|---|---|
Sep. 30, 2020 |
Nov. 16, 2020 |
|
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | AMERICAN BIO MEDICA CORP | |
Entity Central Index Key | 0000896747 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Is Entity's Reporting Status Current? | Yes | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Entity File Number | 0-28666 | |
Entity Incorporation State Country Code | NY | |
Entity Common Stock, Shares Outstanding | 35,953,476 |
Condensed Balance Sheets (Parenthetical) - USD ($) |
Sep. 30, 2020 |
Dec. 31, 2019 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable, current | $ 35,000 | $ 34,000 |
Inventory valuation reserves | $ 397,000 | $ 291,000 |
Preferred stock, par value | $ .01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ .01 | $ 0.01 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 35,953,476 | 32,680,984 |
Common stock, shares outstanding | 35,953,476 | 32,680,984 |
Condensed Statements of Operations - USD ($) |
3 Months Ended | 9 Months Ended | ||
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Sep. 30, 2020 |
Sep. 30, 2019 |
Sep. 30, 2020 |
Sep. 30, 2019 |
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Income Statement [Abstract] | ||||
Net sales | $ 883,000 | $ 895,000 | $ 3,370,000 | $ 2,775,000 |
Cost of goods sold | 648,000 | 536,000 | 2,362,000 | 1,805,000 |
Gross profit | 235,000 | 359,000 | 1,008,000 | 970,000 |
Operating expenses: | ||||
Research and development | 24,000 | 23,000 | 77,000 | 62,000 |
Selling and marketing | 89,000 | 131,000 | 408,000 | 350,000 |
General and administrative | 294,000 | 286,000 | 951,000 | 968,000 |
Total operating expenses | 407,000 | 440,000 | 1,436,000 | 1,380,000 |
Operating loss | (172,000) | (81,000) | (428,000) | (410,000) |
Other (expense) / income: | ||||
Interest expense | (42,000) | (66,000) | (133,000) | (200,000) |
Other income, net | 0 | 3,000 | 0 | 172,000 |
Total other (expense) / income | (42,000) | (63,000) | (133,000) | (28,000) |
Net loss before tax | (214,000) | (144,000) | (561,000) | (438,000) |
Income tax expense | (2,000) | 0 | (2,000) | (2,000) |
Net loss | $ (216,000) | $ (144,000) | $ (563,000) | $ (440,000) |
Basic and diluted loss per common share | $ (0.01) | $ 0 | $ (0.02) | $ (0.01) |
Weighted average number of shares outstanding - basic & diluted | 35,953,476 | 32,545,776 | 35,278,455 | 32,479,123 |
Basis of Reporting |
9 Months Ended |
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Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Reporting | The accompanying unaudited interim condensed financial statements of American Bio Medica Corporation (the “Company”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X. Accordingly, these unaudited interim condensed financial statements do not include all information and footnotes required by U.S. GAAP for complete financial statement presentation. These unaudited interim condensed financial statements should be read in conjunction with audited financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. In the opinion of management, the interim condensed financial statements include all normal, recurring adjustments which are considered necessary for a fair presentation of the financial position of the Company at September 30, 2020, and the results of operations for the three and nine month periods ended September 30, 2020 and September 30, 2019 and cash flows for the nine month periods ended September 30, 2020 and September 30, 2019.
Operating results for the nine months ended September 30, 2020 are not necessarily indicative of results that may be expected for the year ending December 31, 2020. Amounts at December 31, 2019 are derived from audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
During the nine months ended September 30, 2020, there were no significant changes to the Company’s critical accounting policies, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
The preparation of these interim condensed financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates estimates, including those related to product returns, bad debts, inventories, income taxes, warranty obligations, contingencies and litigation. The Company bases estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
These unaudited interim condensed financial statements have been prepared assuming that the Company will continue as a going concern and, accordingly, do not include any adjustments that might result from the outcome of this uncertainty. The independent registered public accounting firm’s report on the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, contained an explanatory paragraph regarding the Company’s ability to continue as a going concern. As of the date of this report, the Company’s current cash balances, together with cash generated from future operations and amounts available under the Company’s credit facilities may not be sufficient to fund operations through November 2021.
Throughout the nine months ended September 30, 2020, the Company had a line of credit with Crestmark Bank. The maximum availability on the Company’s line of credit was $1,000,000 beginning June 22, 2020 when the facility was amended and extended. However, because the amount available under the line of credit is based upon the Company’s accounts receivable, the amounts actually available under our line of credit (historically) have been significantly less than the maximum availability. As of September 30, 2020, based on the Company’s availability calculation, there were no additional amounts available under the Company’s line of credit because the Company draws any balance available on a daily basis.
In February 2020, our credit facilities with Cherokee Financial, LLC were extended for another 12 months, or until February 15, 2021 (which is less than 12 months from the date of this report). Our total debt at September 30, 2020 with Cherokee Financial, LLC is $1,120,000. We do not expect cash from operations within the next 12 months to be sufficient to pay the amounts due under these credit facilities, which is due in full on February 15, 2021. We are currently looking at alternatives to further extend or refinance these facilities.
As discussed in more detail in “Cash Flow, Outlook/Risk”, if sales levels decline, the Company will have reduced availability on its line of credit due to decreased accounts receivable balances. If availability under the Company’s line of credit is not sufficient to satisfy its working capital and capital expenditure requirements, the Company will be required to obtain additional credit facilities or sell additional equity securities, or delay capital expenditures, which could have a material adverse effect on the business. There is no assurance that such financing will be available or that the Company will be able to complete financing on satisfactory terms, if at all.
Recently Adopted Accounting Standards
ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement”, issued in August 2018, adds, modifies and removes several disclosure requirements relative to the three levels of inputs used to measure fair value in accordance with Topic 820, “Fair Value Measurement.” ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. The Company adopted ASU 2018-13 in the First Quarter 2020 and the adoption did not have an impact on the Company’s financial condition or its results of operations.
ASU 2019-08, Compensation – Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606)”, issued in November 2019, clarifies that an entity must measure and classify share-based payment awards granted to a customer by applying the guidance in Topic 718. ASU 2019-08 is effective for fiscal years beginning after December 15, 2019, including interim reporting periods within those fiscal years. The Company adopted ASU 2019-08 in the First Quarter 2020 and the adoption did not have an impact on the Company’s financial condition or its results of operations.
Accounting Standards Issued; Not Yet Adopted
ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”, issued in December 2019 reduces the complexity by removing exemptions and simplifying the accounting for franchise taxes, deferred taxes and taxes related to employee’s stock ownership plan. The requirements in ASU 2019-12 will be effective for public companies for fiscal years beginning after December 15, 2020, including interim periods. The Company is evaluating the impact of ASU 2019-12.
ASU 2020-01, “Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)”, issued in January 2020, clarifies certain interactions between the guidance to account for certain equity securities under Topic 321, the guidance to account for investments under the equity method of accounting in Topic 323, and the guidance in Topic 815, which could change how an entity accounts for an equity security under the measurement alternative or a forward contract or purchased option to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting or the fair value option in accordance with Topic 825, Financial Instruments. These amendments improve current GAAP by reducing diversity in practice and increasing comparability of the accounting for these interactions. The requirements in ASU 2019-12 will be effective for public companies for fiscal years beginning after December 15, 2020, including interim periods within the fiscal year. Early adoption is permitted. The Company is evaluating the impact of ASU 2020-01.
ASU 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, issued in August 2020 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments also simplify the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The amendments are effective for public companies for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The guidance must be adopted as of the beginning of the fiscal year of adoption. The Company is evaluating the impact of ASU 2020-06.
Any other new accounting pronouncements recently issued, but not yet effective, have been reviewed and determined to be not applicable or were related to technical amendments or codification. As a result, the adoption of such new accounting pronouncements, when effective, is not expected to have a material effect on the Company’s financial position or results of operations.
Reclassifications
Certain items have been reclassified from the prior year to conform to the current year presentation.
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Inventory |
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Inventory Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Inventory |
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Net Loss Per Common Share |
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Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Net Loss Per Common Share | Basic net loss per common share is calculated by dividing the net loss by the weighted average number of outstanding common shares during the period. Diluted net loss per common share includes the weighted average dilutive effect of stock options and warrants. Potential common shares outstanding as of September 30, 2020 and 2019:
The number of securities not included in the diluted net loss per share for the three and nine months ended September 30, 2020 and the three and nine months ended September 30, 2019 was 2,142,000 and 4,252,000, respectively, as their effect would have been anti-dilutive due to the net loss in both of the three and nine month periods.
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Litigation/Legal Matters |
9 Months Ended |
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Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation/Legal Matters | ABMC v. Todd Bailey
On August 5, 2019, we settled litigation with Todd Bailey; a former Vice President, Sales & Marketing and sales consultant of the Company until December 23, 2016; hereinafter referred to as “Bailey”). The litigation was filed by the Company in the Northern District of New York in February 2017. Our complaint sought damages related to profits and revenues that resulted from actions taken by Bailey related to our customers. The settlement also addressed a counter-claim filed by Bailey in October 2017 (filed originally in Minnesota but, transferred to the Norther District of New York in January 2019). Bailey was seeking deferred commissions in the amount of $164,000 that he alleged were owed to him by the Company. These amounts were originally deferred under a deferred compensation program initiated in 2013; a program in which Bailey was one of the participants. We believed the amount sought was not due to Bailey given the actions indicated in our litigation.
Under the settlement, both parties elected to resolve the litigation and settle any and all claims made within the litigation. Neither party admitted to any of the allegations contained within the ABMC v. Baily litigation (including any allegations made by Bailey in his counterclaim). Both parties also agreed to dismiss all claims made against each other.
From time to time, the Company may be named in legal proceedings in connection with matters that arose during the normal course of business. While the ultimate outcome of any such litigation cannot be predicted, if the Company is unsuccessful in defending any such litigation, the resulting financial losses are not expected to have a material adverse effect on the financial position, results of operations and cash flows of the Company.
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Line of Credit and Debt |
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Line of Credit and Debt | The Company’s Line of Credit and Debt consisted of the following as of September 30, 2020 and December 31, 2019:
LOAN AND SECURITY AGREEMENT WITH CHEROKEE FINANCIAL, LLC (“CHEROKEE”)
On March 26, 2015, the Company entered into a LSA with Cherokee (the “Cherokee LSA”). The debt with Cherokee is collateralized by a first security interest in real estate and machinery and equipment. Under the Cherokee LSA, the Company was provided the sum of $1,200,000 in the form of a 5-year Note at a fixed annual interest rate of 8%. The Company received net proceeds of $80,000 after $1,015,000 of debt payments, and $105,000 in other expenses and fees. The expenses and fees (with the exception of the interest expense) were deducted from the balance on the Cherokee LSA and were amortized over the initial term of the debt (in accordance with ASU No. 2015-03). The Company was required to make annual principal reduction payments of $75,000 on each anniversary of the date of the closing; with the first principal reduction payment being made on February 15, 2016 and the last principal reduction payment being made on February 15, 2019; partially with proceeds received from a new, larger term loan with Cherokee (See 2019 Term Loan with Cherokee within this Note E).
On February 24, 2020 (the “Closing Date”), the Company completed a transaction related to a one-year Extension Agreement dated February 14, 2020 (the “Extension Agreement”) with Cherokee under which Cherokee extended the due date of the Cherokee LSA (with a balance of $900,000) to February 15, 2021. No terms of the facility were changed under the Extension Agreement. For consideration of the Extension Agreement, the Company issued 2% of the $900,000 principal, or $18,000, in 257,143 restricted shares of the Company’s common stock to Cherokee on behalf of their investors.
In the event of default, this includes, but is not limited to; the Company’s inability to make any payments due under the Cherokee LSA (as amended) Cherokee has the right to increase the interest rate on the financing to 18%. If the amount due is not paid by the extended due date, Cherokee will automatically add a delinquent payment penalty of $100,000 to the outstanding principal.
The Company will continue to make interest only payments quarterly on the Cherokee LSA. In addition to the 8% interest, the Company pays Cherokee a 1% annual fee for oversight and administration of the loan. This oversight fee is paid in cash and is paid contemporaneously with the quarterly interest payments. The Company can pay off the Cherokee loan at any time with no penalty; except that a 1% administration fee would be required to be paid to Cherokee to close out all participations.
The Company recognized $72,000 in interest expense related to the Cherokee LSA in the nine months ended September 30, 2020 (of which $16,000 is debt issuance cost amortization recorded as interest expense), and $125,000 in interest expense related to the Cherokee LSA in the nine months ended September 30, 2019 (of which $70,000 is debt issuance cost amortization recorded as interest expense). The Company recognized $20,000 in interest expense related to the Cherokee LSA in the three months ended September 30, 2020 (of which $0 is debt issuance cost amortization recorded as interest expense), and $42,000 in interest expense related to the Cherokee LSA in the three months ended September 30, 2019 (of which $23,000 is debt issuance cost amortization recorded as interest expense).
The Company had $12,000 in accrued interest expense at September 30, 2020 related to the Cherokee LSA and $10,000 in accrued interest expense at September 30, 2019.
As of September 30, 2020, the balance on the Cherokee LSA was $900,000. As of December 31, 2019, the balance on the Cherokee LSA was $900,000; however, the discounted balance was $884,000.
LINE OF CREDIT WITH CRESTMARK BANK (“CRESTMARK”)
On June 29, 2015 (the “Closing Date”), the Company entered into a Loan and Security Agreement (“LSA”) with Crestmark related to a revolving line of credit (the “Crestmark LOC”). The Crestmark LOC is used for working capital and general corporate purposes. The Company amended the Crestmark LOC on June 22, 2020 and as a result of this amendment, the Crestmark LOC expires on June 22, 2021.
Until the amendment on June 22, 2020, the Crestmark LOC provided the Company with a revolving line of credit up to $1,500,000 (“Maximum Amount”). The Maximum Amount was subject to an Advance Formula comprised of: 1) 90% of Eligible Accounts Receivables (excluding, receivables remaining unpaid for more than 90 days from the date of invoice and sales made to entities outside of the United States), and 2) up to 40% of eligible inventory plus up to 10% of Eligible Generic Packaging Components not to exceed the lesser of $350,000, or 100% of Eligible Accounts Receivable. However, as a result of an amendment executed on June 25, 2018, the amount available under the inventory component of the line of credit was changed to 40% of eligible inventory plus up to 10% of Eligible Generic Packaging Components not to exceed the lesser of $250,000 (“Inventory Sub-Cap Limit”) or 100% of Eligible Accounts Receivable. In addition, the Inventory Sub-Cap Limit was reduced by $10,000 per month as of July 1, 2018 and thereafter on the first day of the month until the Inventory Sub-Cap Limit was reduced to $0, (making the Crestmark LOC an accounts-receivable based line only). This means that as of June 30, 2020, there is no inventory sub-cap. Upon execution of the amendment, the Maximum Amount was reduced to $1,000,000 and with the Inventory Sub-Cap Limit gone as of July 1, 2020; the Crestmark LOC is a receivables-based only line of credit.
The Crestmark LOC has a minimum loan balance requirement of $500,000. At September 30, 2020, the Company did not meet the minimum loan balance requirement as our balance was $208,000. Under the LSA, Crestmark has the right to calculate interest on the minimum balance requirement rather than the actual balance on the Crestmark LOC (and they are exercising that right). The Crestmark LOC is secured by a first security interest in the Company’s inventory, and receivables and security interest in all other assets of the Company (in accordance with permitted prior encumbrances).
Prior to the amendment on June 22, 2020, the Crestmark LOC contained a minimum Tangible Net Worth (“TNW”) covenant (previously defined in other periodic reports). With the exception of the quarter ended June 30, 2019, the Company did not historically comply with the TNW covenant and Crestmark previously provided a number of waivers (for which the Company was charged $5,000 each). The TNW covenant was removed effective with the quarter ended June 30, 2020.
In the event of a default under the LSA, which includes but is not limited to, failure of the Company to make any payment when due, Crestmark is permitted to charge an Extra Rate. The Extra Rate is the Company’s then current interest rate plus 12.75% per annum.
Interest on the Crestmark LOC is at a variable rate based on the Prime Rate plus 3% with a floor of 5.25%. As of the date of this report, the interest only rate on the Crestmark LOC is 6.25%. As of the date of this report, with all fees considered (the interest rate + an Annual Loan Fee of $7,500 + a monthly maintenance fee of 0.30% of the actual average monthly balance from the prior month), the interest rate on the Crestmark LOC was 12.94%.
The Company recognized $29,000 in interest expense related to the Crestmark LOC in the nine months ended September 30, 2020 and $36,000 in interest expense related to the Crestmark LOC in the nine months ended September 30, 2019. The Company recognized $10,000 in interest expense in the three months ended September 30, 2020 and $11,000 in interest expense in the three months ended September 30, 2019.
Given the nature of the administration of the Crestmark LOC, at September 30, 2020, the Company had $0 in accrued interest expense related to the Crestmark LOC, and there is $0 in additional availability under the Crestmark LOC.
At September 30, 2020, the balance on the Crestmark LOC was $208,000 and as of December 31, 2019, the balance on the Crestmark LOC was $337,000.
EQUIPMENT LOAN WITH CRESTMARK
On May 1, 2017, the Company entered into term loan with Crestmark in the amount of $38,000 related to the purchase of manufacturing equipment. The equipment loan is collateralized by a first security interest in a specific piece of manufacturing equipment. The Company executed an amendment to its LSA and Promissory Note with Crestmark. The amendments addressed the inclusion of the term loan into the LSA and an extension of the Crestmark LOC. No terms of the Crestmark LOC were changed in the amendment. The interest rate on the term loan was the WSJ Prime Rate plus 3%; or 6.25%. The loan was satisfied in the quarter ended September 30, 2020.
The Company incurred minimal interest expense in the nine months ended September 30, 2020 related to the Equipment Loan and less than $1,000 in interest expense in the nine months ended September 30, 2019. The Company incurred minimal interest expense in the three months ended September 30, 2020 and less than $1,000 in interest expense in the three months ended September 30, 2019. The balance on the Equipment Loan is $0 at September 30, 2020 and $7,000 at December 31, 2019.
2019 TERM LOAN WITH CHEROKEE
On February 25, 2019 (the “Closing Date”), the Company entered into an agreement dated (and effective) February 13, 2019 (the “Agreement”) with Cherokee under which Cherokee provided the Company with a loan in the amount of $200,000 (the “2019 Cherokee Term Loan”). Gross proceeds of the 2019 Cherokee Term Loan were $200,000; $150,000 of which was used to satisfy the 2018 Cherokee Term Loan, $48,000 (which was used to pay a portion of the $75,000 principal reduction payment; with the remaining $27,000 being paid with cash on hand) and $2,000 which was used to pay Cherokee’s legal fees in connection with the financing. In connection with the 2019 Cherokee Term Loan, the Company issued 200,000 restricted shares of common stock to Cherokee in the three months ended March 31, 2019.
The annual interest rate under the 2019 Cherokee Term Loan is 18% (fixed) paid quarterly in arrears with the first interest payment being made on May 15, 2019 and the latest interest payment being made in September 2020. The loan was required to be paid in full on February 15, 2020.
On February 24, 2020, the Company completed a transaction related to a one-year Extension Agreement dated February 14, 2020 (the “Extension Agreement”) with Cherokee under which Cherokee extended the due date of the 2019 Term Loan to February 15, 2021. No terms of the facility were changed under the Extension Agreement. For consideration of the Extension Agreement, the Company issued 1.5% of the $200,000 principal, or $3,000, in 42,857 restricted shares of the Company’s common stock to Cherokee. The Company also incurred a penalty in the amount of $20,000 which was added to the principal balance of the Cherokee Term Loan.
In the event of default, this includes, but is not limited to, the Company’s inability to make any payments due under the Agreement, Cherokee has the right to increase the interest rate on the financing to 20% and Cherokee will automatically add a delinquent payment penalty of $20,000 to the outstanding principal.
The Company recognized $30,000 in interest expense related to the 2019 Cherokee Term Loan in the nine months ended September 30, 2020 (of which $1,000 is debt issuance cost amortization recorded as interest expense) and $35,000 in interest expense (of which $11,000 was debt issuance costs recorded as interest expense) in the nine months ended September 30, 2019. The Company recognized $10,000 in interest expense related to the 2019 Cherokee Term Loan in the three months ended September 30, 2020 (of which $0 is debt issuance cost amortization recorded as interest expense) and $13,000 in interest expense in the three months ended September 30, 2019, (of which $4,000 was debt issuance cost amortization recorded as interest expense).
The Company had $6,000 in accrued interest expense at September 30, 2020 related to the Cherokee Term Loan and $5,000 in accrued interest expense at September 30, 2019. The balance on the 2019 Term Loan is $220,000 at September 30, 2020 (including the $20,000 penalty referenced above). As of December 31, 2019, the balance on the Cherokee Term Loan was $200,000; however, the discounted balance was $199,000.
SBA PAYCHECK PROTECTION LOAN (PPP LOAN)
On April 22, 2020, we entered into a Promissory Note (“PPP Note”) for $332,000 with Crestmark Bank, pursuant to the U.S. Small Business Administration Paycheck Protection Program under Title I of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act passed by Congress and signed into law on March 27, 2020. The PPP Note is unsecured, bears interest at 1.00% per annum, with principal and interest payments deferred for the first six months, and matures in two years. The principal is payable in equal monthly installments, with interest, beginning on the first business day after the end of the deferment period. The PPP Note may be forgiven subject to the terms of the Paycheck Protection Program. Additionally, certain acts of the Company, including but not limited to: (i) the failure to pay any taxes when due, (ii) becoming the subject of a proceeding under any bankruptcy or insolvency law, (iii) making an assignment for the benefit of creditors, or (iv) reorganizing, merging, consolidating or otherwise changing ownership or business structure without PPP Lender’s prior written consent, are considered events of default which grant Lender the right to seek immediate payment of all amounts owing under the PPP Note. The Company intends to apply for forgiveness of loan in the amount of $332,000 under PPP guidelines after 24 weeks, or after October 2020.
The Company recognized $2,000 in interest expense related to the PPP loan in the nine and three months ended September 30, 2020. The $2,000 was accrued at September 30, 2020 and is eligible for forgiveness under PPP guidelines.
OTHER DEBT INFORMATION
In addition to the debt indicated previously, previous debt facilities (paid in full via refinance or conversion into equity) had financial impact on the nine months ended September 30, 2020. More specifically:
2018 TERM LOAN WITH CHEROKEE
On March 2, 2018, the Company entered into a one-year Loan Agreement made as of February 15, 2018 (the “Closing Date”) with Cherokee under which Cherokee provided the Company with $150,000 (the “2018 Cherokee Term Loan”). The proceeds from the 2018 Cherokee Term Loan were used by the Company to pay a $75,000 principal reduction payment to Cherokee that was due on February 15, 2018 and $1,000 in legal fees incurred by Cherokee. Net proceeds (to be used for working capital and general business purposes) were $74,000. The annual interest rate for the 2018 Cherokee Term Loan was 12% to be paid quarterly in arrears with the first interest payment being made on May 15, 2018. In connection with the 2018 Cherokee Term Loan, the Company issued 150,000 restricted shares of common stock to Cherokee on March 8, 2018. The 2018 Cherokee Term Loan was required to be paid in full on February 15, 2019 and was paid in full via refinance into the 2019 Term Loan with Cherokee.
The Company recognized $3,000 in interest expense related to the 2018 Cherokee Term Loan in the nine months ended September 30, 2019 (of which $2,000 was debt issuance costs recorded as interest expense). The company recognized $0 of interest expense in the 3 months ended September 30, 2019. As of September 30, 2020 and December 31, 2019, the balance on the 2018 Cherokee Term Loan was $0 as the Company paid the facility in full with proceeds from the 2019 Term Loan with Cherokee.
JULY 2019 TERM LOAN WITH CHAIM DAVIS, ET AL
On July 31, 2019, the Company entered into loan agreements with two (2) individuals, under which each individual provided the Company the sum of $7,000 (for a total of $14,000) to be used in connection with certain fees and/or expenses related legal matters of the Company (the “July 2019 Term Loan”). One of the individuals was our Chairman of the Board Chaim Davis. There were no expenses related to the July 2019 Term Loan. The first payment of principal and interest was due on September 1, 2019 and the last payment of principal and interest was due on October 1, 2020. The annual interest rate of the July 2019 Term Loan was fixed at 7.5% (which represented the WSJ Prime Rate when the loan agreements were executed) +2.0%.
All amounts loaned under the July 2019 Term Loan were converted into equity as part of a private placement closed in February 2020. Any interest that was incurred under the facility in 2019 and up to the conversion in February 2020 was forgiven by the holders. The balance on the July 2019 Term Loan was $0 at September 30, 2020 and $10,000 at December 31, 2019.
DECEMBER 2019 CONVERTIBLE NOTE
On December 31, 2019, the Company entered into a Convertible Note with one individual in the amount of $25,000 (“2019 Convertible Note”). Under the terms of the 2019 Convertible Note, the principal amount would convert into equity within 120 days of the origination of the note or upon the close of a contemplated private placement in early 2020, whichever was sooner. The 2019 Convertible Note did not bear any interest and was ultimately converted into equity as part of a private placement closed in February 2020. The balance on the 2019 Convertible Note was $0 at September 30, 2020 and $25,000 at December 31, 2019.
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Stock Options and Warrants |
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Stockholders' Equity Note [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Options and Warrants | The Company currently has two non-statutory stock option plans, the Fiscal 2001 Non-statutory Stock Option Plan (the “2001 Plan”) and the 2013 Equity Compensation Plan (the “2013 Plan”). Both plans have been adopted by our Board of Directors and approved by our shareholders. Both the 2001 Plan and the 2013 Plan have options available for future issuance. Any common shares issued as a result of the exercise of stock options would be new common shares issued from our authorized issued shares.
During the three months ended September 30, 2020, the Company issued 0 options to purchase shares of common stock. During the three months ended September 30, 2019, the Company issued 0 options to purchase shares of stock to any of its non-employee board members.
Stock option activity for the nine months ended September 30, 2020 and the nine months ended September 30, 2019 is summarized as follows (the figures contained within the tables below have been rounded to the nearest thousand):
The Company recognized $2,000 in share based payment expense in the nine months ended September 30, 2020 and $4,000 in share based payment expense in the nine months ended September 30, 2019. The Company recognized $0 in share based payment expense in the three months ended September 30, 2020 and $1,000 in share based payment expense in the three months ended September 30, 2019. At September 30, 2020, there was $0 of total unrecognized share based payment expense related to stock options.
The following table summarizes weighted-average assumptions using the Black-Scholes option-pricing model used on the date of the grants issued during the nine months ended September 30, 2020 and September 30, 2019:
Warrants
Warrant activity for the nine months ended September 30, 2020 and the nine months ended September 30, 2019 is summarized as follows:
In the nine months ended September 30, 2020 and September 30, 2019, the Company recognized $0 in debt issuance and deferred finance costs related to the issuance of warrants. In the three months ended September 30, 2020 and September 30, 2019, the Company recognized $0 in debt issuance and deferred finance costs related to the issuance of warrants. As of September 30, 2020, there was $0 of total unrecognized expense.
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Changes in Stockholders' Deficit |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' deficit: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Changes in Stockholders' Deficit | The following table summarizes the changes in stockholders’ deficit for the nine month periods ended September 30, 2020 and September 30, 2019:
PRIVATE PLACEMENT
On February 20, 2020, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Chaim Davis (the Chairman of our Board of Directors) and certain other accredited investors (the “Investors”), pursuant to which we agreed to issue and sell to the Investors in a private placement (the “Private Placement”), 2,842,857 Units (the “Units”).
Each Unit consists of one (1) share of our common stock, par value $0.01 per share (“Common Share”), at a price per Unit of $0.07 (the “Purchase Price”) for aggregate gross proceeds of approximately $199,000. We received net proceeds of $199,000 from the Private Placement as expenses related to the Private Placement were minimal. We did not utilize a placement agent for the Private Placement. We used the net proceeds for working capital and general corporate purposes.
The July 2019 Term Loan with Chaim Davis, Et Al and the December 2019 Convertible Note (See Note E); totaling $39,000, were both converted into equity as part of a private placement closed in February 2020. Any interest that was incurred under the July 2019 Term Loan with Chaim Davis, Et in 2019 and up to the conversion in February 2020 was forgiven by the holders and the December 2019 Convertible Note did not bear any interest.
We do not intend to register the Units issued under the Private Placement; rather the Units issued will be subject to the holding period requirements and other conditions of Rule 144.
The Purchase Agreement contains customary representations, warranties and covenants made solely for the benefit of the parties to the Purchase Agreement. Although our Chairman of the Board was an investor in the Private Placement, the pricing of the Units was determined by the non-affiliate investors.
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Basis of Reporting (Policies) |
9 Months Ended |
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Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accounting Standards | ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”, issued in December 2019 reduces the complexity by removing exemptions and simplifying the accounting for franchise taxes, deferred taxes and taxes related to employee’s stock ownership plan. The requirements in ASU 2019-12 will be effective for public companies for fiscal years beginning after December 15, 2020, including interim periods. The Company is evaluating the impact of ASU 2019-12.
ASU 2020-01, “Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)”, issued in January 2020, clarifies certain interactions between the guidance to account for certain equity securities under Topic 321, the guidance to account for investments under the equity method of accounting in Topic 323, and the guidance in Topic 815, which could change how an entity accounts for an equity security under the measurement alternative or a forward contract or purchased option to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting or the fair value option in accordance with Topic 825, Financial Instruments. These amendments improve current GAAP by reducing diversity in practice and increasing comparability of the accounting for these interactions. The requirements in ASU 2019-12 will be effective for public companies for fiscal years beginning after December 15, 2020, including interim periods within the fiscal year. Early adoption is permitted. The Company is evaluating the impact of ASU 2020-01.
ASU 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, issued in August 2020 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments also simplify the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The amendments are effective for public companies for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The guidance must be adopted as of the beginning of the fiscal year of adoption. The Company is evaluating the impact of ASU 2020-06.
Any other new accounting pronouncements recently issued, but not yet effective, have been reviewed and determined to be not applicable or were related to technical amendments or codification. As a result, the adoption of such new accounting pronouncements, when effective, is not expected to have a material effect on the Company’s financial position or results of operations.
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Reclassifications | Certain items have been reclassified from the prior year to conform to the current year presentation.
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Inventory (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Inventory Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Inventory |
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Net Loss Per Common Share (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Potentially dilutive shares |
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Line of Credit and Debt (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Line of credit and debt |
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Stock Options and Warrants (Tables) |
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Valuation assumptions |
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Stock Options | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option/warrant activity |
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Warrants | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option/warrant activity |
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Changes in Stockholders' Deficit (Tables) |
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Stockholders' deficit: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Statement of Stockholders' Deficit |
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Inventory (Details) - USD ($) |
Sep. 30, 2020 |
Dec. 31, 2019 |
---|---|---|
Inventory Disclosure [Abstract] | ||
Raw materials | $ 695,000 | $ 670,000 |
Work in process | 113,000 | 141,000 |
Finished goods | 191,000 | 290,000 |
Allowance for slow moving and obsolete inventory | (397,000) | (291,000) |
Inventory, net | $ 602,000 | $ 810,000 |
Net Loss Per Common Share (Details) - shares |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2020 |
Sep. 30, 2019 |
Sep. 30, 2020 |
Sep. 30, 2019 |
|
Weighted average number diluted shares outstanding adjustment | 2,142,000 | 4,252,000 | 2,142,000 | 4,252,000 |
Warrants | ||||
Weighted average number diluted shares outstanding adjustment | 0 | 2,000,000 | ||
Stock Options | ||||
Weighted average number diluted shares outstanding adjustment | 2,142,000 | 2,252,000 |
Net Loss Per Common Share (Details Narrative) - shares |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2020 |
Sep. 30, 2019 |
Sep. 30, 2020 |
Sep. 30, 2019 |
|
Earnings Per Share [Abstract] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 2,142,000 | 4,252,000 | 2,142,000 | 4,252,000 |
Line of Credit and Debt (Details) - USD ($) |
Sep. 30, 2020 |
Dec. 31, 2019 |
---|---|---|
Long-term debt, gross | $ 1,660,000 | $ 1,479,000 |
Less debt discount & issuance costs (Cherokee Financial, LLC Loan) | 0 | (17,000) |
Total debt, net | 1,660,000 | 1,462,000 |
Current portion | 1,660,000 | 354,000 |
Long-term portion, net of current portion | 0 | 1,125,000 |
Loan and Security Agreement with Cherokee Financial, LLC | ||
Long-term debt, gross | 900,000 | 900,000 |
Crestmark Line of Credit | ||
Long-term debt, gross | 208,000 | 337,000 |
Crestmark Equipment Term Loan | ||
Long-term debt, gross | 0 | 7,000 |
2019 Term Loan with Cherokee Financial, LLC | ||
Long-term debt, gross | 220,000 | 200,000 |
July 2019 Term Loan with Chaim Davis, et al | ||
Long-term debt, gross | 0 | 10,000 |
December 2019 Convertible Note | ||
Long-term debt, gross | 0 | 25,000 |
April 2020 PPP Loan with Crestmark | ||
Long-term debt, gross | $ 332,000 | $ 0 |
Stock Options and Warrants (Details) - Stock Options - USD ($) |
9 Months Ended | |
---|---|---|
Sep. 30, 2020 |
Sep. 30, 2019 |
|
Shares, beginning balance | 2,252,000 | 2,222,000 |
Shares, granted | 0 | 80,000 |
Shares, exercised | 0 | 0 |
Shares, cancelled/expired | (110,000) | (50,000) |
Shares, ending balance | 2,142,000 | 2,252,000 |
Shares, exercisable | 2,142,000 | 2,172,000 |
Weighted average exercise price, beginning balance | $ .13 | $ .13 |
Weighted average exercise price, granted | .00 | .07 |
Weighted average exercise price, exercised | .00 | .00 |
Weighted average exercise price, cancelled/expired | .10 | .20 |
Weighted average exercise price, ending balance | .13 | .13 |
Weighted average exercise price, exercisable | $ .13 | $ .13 |
Aggregate intrinsic value, outstanding | $ 398,000 | $ 1,000 |
Stock Options and Warrants (Details 1) |
9 Months Ended | |
---|---|---|
Sep. 30, 2020 |
Sep. 30, 2019 |
|
Stockholders' Equity Note [Abstract] | ||
Volatility | 0.00% | 85.00% |
Expected term (years) | 0 years | 10 years |
Risk-free interest rate | 0.00% | 2.01% |
Dividen yield | 0.00% | 0.00% |
Stock Options and Warrants (Details 2) - Warrants - USD ($) |
9 Months Ended | |
---|---|---|
Sep. 30, 2020 |
Sep. 30, 2019 |
|
Shares, beginning balance | 2,000,000 | 2,000,000 |
Shares, granted | 0 | 0 |
Shares, exercised | 0 | 0 |
Shares, cancelled/expired | (2,000,000) | 0 |
Shares, ending balance | 0 | 2,000,000 |
Shares, exercisable | 0 | 2,000,000 |
Weighted average exercise price, beginning balance | $ 0.18 | $ .18 |
Weighted average exercise price, granted | .00 | 0.00 |
Weighted average exercise price, exercised | 0.00 | 0.00 |
Weighted average exercise price, cancelled/expired | 0.18 | 0.00 |
Weighted average exercise price, ending balance | 0.00 | 0.18 |
Weighted average exercise price, exercisable | $ 0.00 | $ 0.18 |
Aggregate intrinsic value, outstanding | $ 0 | $ 0 |
Stock Options and Warrants (Details Narrative) - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2020 |
Sep. 30, 2019 |
Sep. 30, 2020 |
Sep. 30, 2019 |
|
Stockholders' Equity Note [Abstract] | ||||
Share based payment expense | $ 0 | $ 1,000 | $ 2,000 | $ 4,000 |
Unrecognized share based payment expense related to stock options | 0 | 0 | ||
Debt issuance and deferred finance costs | 0 | $ 0 | 0 | $ 0 |
Unrecognized share based payment expense related to warrants | $ 0 | $ 0 |
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