Item
1. Financial Statements.
ProPhase
Labs, Inc. and Subsidiaries
Condensed
Consolidated Balance Sheets
(in
thousands, except share and per share amounts)
|
|
June 30, 2020
|
|
|
December 31, 2019
|
|
|
|
(Unaudited)
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
2,537
|
|
|
$
|
434
|
|
Marketable debt securities, available for sale
|
|
|
3,339
|
|
|
|
926
|
|
Escrow receivable
|
|
|
-
|
|
|
|
4,812
|
|
Accounts receivable, net
|
|
|
1,930
|
|
|
|
2,010
|
|
Inventory
|
|
|
2,047
|
|
|
|
1,459
|
|
Prepaid expenses and other current assets
|
|
|
213
|
|
|
|
304
|
|
Assets held for sale
|
|
|
176
|
|
|
|
-
|
|
Total current assets
|
|
|
10,242
|
|
|
|
9,945
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net of accumulated depreciation of $6,379
and $6,252, respectively
|
|
|
2,133
|
|
|
|
2,329
|
|
TOTAL ASSETS
|
|
$
|
12,375
|
|
|
$
|
12,274
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
844
|
|
|
$
|
432
|
|
Accrued advertising and other allowances
|
|
|
112
|
|
|
|
92
|
|
Other current liabilities
|
|
|
439
|
|
|
|
409
|
|
Total current liabilities
|
|
|
1,395
|
|
|
|
933
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities:
|
|
|
|
|
|
|
|
|
Deferred revenue, net of current portion
|
|
|
86
|
|
|
|
110
|
|
Total non-current liabilities
|
|
|
86
|
|
|
|
110
|
|
Total liabilities
|
|
|
1,481
|
|
|
|
1,043
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity
|
|
|
|
|
|
|
|
|
Preferred stock authorized 1,000,000, $.0005 par value, no shares issued
|
|
|
-
|
|
|
|
-
|
|
Common stock authorized 50,000,000, $.0005 par value, issued 28,243,670
and 28,225,615 shares, respectively
|
|
|
14
|
|
|
|
14
|
|
Additional paid-in capital
|
|
|
60,611
|
|
|
|
60,215
|
|
Accumulated deficit
|
|
|
(2,245
|
)
|
|
|
(1,506
|
)
|
Treasury stock, at cost, 16,652,022 and 16,652,022 shares
|
|
|
(47,490
|
)
|
|
|
(47,490
|
)
|
Accumulated comprehensive income (loss)
|
|
|
4
|
|
|
|
(2
|
)
|
Total stockholders’ equity
|
|
|
10,894
|
|
|
|
11,231
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
12,375
|
|
|
$
|
12,274
|
|
See
accompanying notes to condensed consolidated financial statements
ProPhase
Labs, Inc. and Subsidiaries
Condensed
Consolidated Statements of Operations
and
Other Comprehensive Income (Loss)
(in
thousands, except per share amounts)
(unaudited)
|
|
For the Three Months Ended
|
|
|
For the Six Months Ended
|
|
|
|
June 30, 2020
|
|
|
June 30, 2019
|
|
|
June 30, 2020
|
|
|
June 30 2019
|
|
Net sales
|
|
$
|
3,623
|
|
|
$
|
1,651
|
|
|
$
|
5,511
|
|
|
$
|
3,969
|
|
Cost of sales
|
|
|
2,344
|
|
|
|
1,390
|
|
|
|
3,817
|
|
|
|
3,188
|
|
Gross profit
|
|
|
1,279
|
|
|
|
261
|
|
|
|
1,694
|
|
|
|
781
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing
|
|
|
125
|
|
|
|
342
|
|
|
|
295
|
|
|
|
608
|
|
Administration
|
|
|
1,030
|
|
|
|
1,092
|
|
|
|
2,028
|
|
|
|
2,296
|
|
Research and development
|
|
|
65
|
|
|
|
95
|
|
|
|
124
|
|
|
|
189
|
|
Total operating expenses
|
|
|
1,220
|
|
|
|
1,529
|
|
|
|
2,447
|
|
|
|
3,093
|
|
Income (loss) from operations
|
|
|
59
|
|
|
|
(1,268
|
)
|
|
|
(753
|
)
|
|
|
(2,312
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income, net
|
|
|
11
|
|
|
|
30
|
|
|
|
14
|
|
|
|
61
|
|
Net income (loss)
|
|
$
|
70
|
|
|
$
|
(1,238
|
)
|
|
$
|
(739
|
)
|
|
$
|
(2,251
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain (loss) on marketable debt securities
|
|
|
(5
|
)
|
|
|
8
|
|
|
|
6
|
|
|
|
23
|
|
Total comprehensive income (loss)
|
|
$
|
65
|
|
|
$
|
(1,230
|
)
|
|
$
|
(733
|
)
|
|
$
|
(2,228
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per share:
|
|
$
|
0.01
|
|
|
$
|
(0.11
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.19
|
)
|
Diluted earnings (loss) per share:
|
|
$
|
0.01
|
|
|
$
|
(0.11
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.19
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
11,592
|
|
|
|
11,560
|
|
|
|
11,587
|
|
|
|
11,558
|
|
Diluted
|
|
|
11,618
|
|
|
|
11,560
|
|
|
|
11,587
|
|
|
|
11,558
|
|
See
accompanying notes to condensed consolidated financial statements
ProPhase
Labs, Inc. and Subsidiaries
Condensed
Consolidated Statement of
Stockholders’
Equity
(in
thousands, except share data)
(unaudited)
|
|
For the Three Months Ended
June 30, 2020
|
|
|
|
Common Stock Shares Outstanding,
Net of Shares of Treasury Stock
|
|
|
Par Value
|
|
|
Additional
Paid in Capital
|
|
|
Accumulated Deficit
|
|
|
Accumulated
Comprehensive Income (Loss)
|
|
|
Treasury
Stock
|
|
|
Total
|
|
Balance as of April 1, 2020
|
|
|
11,581,939
|
|
|
$
|
14
|
|
|
$
|
60,413
|
|
|
$
|
(2,315
|
)
|
|
$
|
9
|
|
|
$
|
(47,490
|
)
|
|
$
|
10,631
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized loss on marketable debt securities, net of realized gains of $3, net of taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(5
|
)
|
|
|
-
|
|
|
|
(5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
|
9,709
|
|
|
|
-
|
|
|
|
198
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
198
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
70
|
|
|
|
-
|
|
|
|
-
|
|
|
|
70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2020
|
|
|
11,591,648
|
|
|
$
|
14
|
|
|
$
|
60,611
|
|
|
$
|
(2,245
|
)
|
|
$
|
4
|
|
|
$
|
(47,490
|
)
|
|
$
|
10,894
|
|
|
|
For the Six Months Ended
June 30, 2020
|
|
|
|
Common Stock Shares
Outstanding,
Net of Shares of Treasury Stock
|
|
|
Par Value
|
|
|
Additional Paid in Capital
|
|
|
Accumulated Deficit
|
|
|
Accumulated Comprehensive Income (loss)
|
|
|
Treasury Stock
|
|
|
Total
|
|
Balance as of January 1, 2020
|
|
|
11,573,593
|
|
|
$
|
14
|
|
|
$
|
60,215
|
|
|
$
|
(1,506
|
)
|
|
$
|
(2
|
)
|
|
$
|
(47,490
|
)
|
|
$
|
11,231
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain on marketable debt securities, net of realized losses of $3, net of taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6
|
|
|
|
-
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
|
18,055
|
|
|
|
-
|
|
|
|
396
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
396
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(739
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(739
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2020
|
|
|
11,591,648
|
|
|
$
|
14
|
|
|
$
|
60,611
|
|
|
$
|
(2,245
|
)
|
|
$
|
4
|
|
|
$
|
(47,490
|
)
|
|
$
|
10,894
|
|
|
|
For the Three Months
Ended June 30, 2019
|
|
|
|
Common Stock Shares
Outstanding,
Net of Shares of Treasury Stock
|
|
|
Par Value
|
|
|
Additional Paid in Capital
|
|
|
Retained Earnings
|
|
|
Accumulated Comprehensive Income (Loss)
|
|
|
Treasury Stock
|
|
|
Total
|
|
Balance as of April 1, 2019
|
|
|
11,556,685
|
|
|
$
|
14
|
|
|
$
|
59,667
|
|
|
$
|
3,520
|
|
|
$
|
(9
|
)
|
|
$
|
(47,490
|
)
|
|
$
|
15,702
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain on marketable debt securities, net of realized losses of $1
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
8
|
|
|
|
-
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
|
3,571
|
|
|
|
-
|
|
|
|
180
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
180
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,238
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,238
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2019
|
|
|
11,560,256
|
|
|
$
|
14
|
|
|
$
|
59,847
|
|
|
$
|
2,282
|
|
|
$
|
(1
|
)
|
|
$
|
(47,490
|
)
|
|
$
|
14,652
|
|
|
|
For the Six Months Ended
June 30, 2019
|
|
|
|
Common Stock Shares
Outstanding,
Net of Shares of Treasury Stock
|
|
|
Par Value
|
|
|
Additional Paid in Capital
|
|
|
Retained Earnings
|
|
|
Accumulated Comprehensive Income
(Loss)
|
|
|
Treasury Stock
|
|
|
Total
|
|
Balance as of January 1, 2019
|
|
|
11,549,519
|
|
|
$
|
14
|
|
|
$
|
59,471
|
|
|
$
|
4,533
|
|
|
$
|
(24
|
)
|
|
$
|
(47,490
|
)
|
|
$
|
16,504
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain on marketable debt securities, net of realized losses of $4
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
23
|
|
|
|
-
|
|
|
|
23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
|
10,737
|
|
|
|
-
|
|
|
|
376
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
376
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,251
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,251
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2019
|
|
|
11,560,256
|
|
|
$
|
14
|
|
|
$
|
59,847
|
|
|
$
|
2,282
|
|
|
$
|
(1
|
)
|
|
$
|
(47,490
|
)
|
|
$
|
14,652
|
|
See
accompanying notes to condensed consolidated financial statements
ProPhase
Labs, Inc. and Subsidiaries
Condensed
Consolidated Statements of Cash Flows
(in
thousands)
(unaudited)
|
|
For
the Six Months Ended
|
|
|
|
June
30, 2020
|
|
|
June
30, 2019
|
|
Cash
flows from operating activities
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(739
|
)
|
|
$
|
(2,251
|
)
|
Adjustments
to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
Realized
loss on marketable debt securities
|
|
|
-
|
|
|
|
4
|
|
Depreciation
and amortization
|
|
|
167
|
|
|
|
202
|
|
Lower
of cost or net realizable value inventory adjustment
|
|
|
32
|
|
|
|
-
|
|
Stock-based
compensation expense
|
|
|
396
|
|
|
|
376
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
80
|
|
|
|
2,230
|
|
Escrow
receivable
|
|
|
4,812
|
|
|
|
2
|
|
Inventory
|
|
|
(620
|
)
|
|
|
(123
|
)
|
Prepaid
and other assets
|
|
|
91
|
|
|
|
193
|
|
Accounts
payable and accrued expenses
|
|
|
412
|
|
|
|
43
|
|
Other
liabilities
|
|
|
26
|
|
|
|
(200
|
)
|
Net
cash provided by operating activities
|
|
|
4,657
|
|
|
|
476
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities
|
|
|
|
|
|
|
|
|
Purchase
of marketable securities
|
|
|
(3,436
|
)
|
|
|
(1,298
|
)
|
Proceeds
from sale of marketable debt securities
|
|
|
1,029
|
|
|
|
3,319
|
|
Capital
expenditures
|
|
|
(147
|
)
|
|
|
(73
|
)
|
Net
cash (used in) provided by investing activities
|
|
|
(2,554
|
)
|
|
|
1,948
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities
|
|
|
|
|
|
|
|
|
Payment
of dividends
|
|
|
-
|
|
|
|
(2,929
|
)
|
Proceeds
from debt issuance
|
|
|
295
|
|
|
|
-
|
|
Repayment
of debt
|
|
|
(295
|
)
|
|
|
-
|
|
Net
cash used in financing activities
|
|
|
-
|
|
|
|
(2,929
|
)
|
|
|
|
|
|
|
|
|
|
Increase
in cash and cash equivalents
|
|
|
2,103
|
|
|
|
(505
|
)
|
Cash
and cash equivalents, at the beginning of the period
|
|
|
434
|
|
|
|
1,554
|
|
Cash
and cash equivalents, at the end of the period
|
|
$
|
2,537
|
|
|
$
|
1,049
|
|
Cash
paid for income taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosure of non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
Net
unrealized gain, investments in marketable debt securities
|
|
$
|
6
|
|
|
$
|
23
|
|
See
accompanying notes to condensed consolidated financial statements
Note
1 – Organization and Business
ProPhase
Labs, Inc. (“we”, “us” or the “Company”) was initially organized as a corporation in Nevada
in July 1989. Effective June 18, 2015, we changed our state of incorporation from the State of Nevada to the State of Delaware.
We are a manufacturing and marketing company with deep experience with OTC consumer healthcare products and dietary supplements.
We are engaged in the research, development, manufacture, distribution, marketing and sale of OTC consumer healthcare products
and dietary supplements in the United States. This includes the development and marketing of dietary supplements under the TK
Supplements® brand.
Our
wholly-owned subsidiary, Pharmaloz Manufacturing, Inc. (“PMI”), is a full-service contract manufacturer and private
label developer of a broad range of non-GMO, organic and natural-based cough drops and lozenges and OTC drug and dietary supplement
products.
In
addition, we continue to actively pursue acquisition opportunities for other companies, technologies and products within and outside
the consumer products industry.
We
use a December 31 year-end for financial reporting purposes. References herein to “Fiscal 2020” shall mean the fiscal
year ended December 31, 2020 and references to other “fiscal” years shall mean the year, which ended on December 31
of the year indicated. The term “we”, “us” or the “Company” as used herein also refer, where
appropriate, to the Company, together with its subsidiaries unless the context otherwise requires.
Note
2 – Summary of Significant Accounting Policies
For
the three and six months ended June 30, 2020 and 2019, our revenues have come principally from our OTC healthcare and dietary
supplement contract manufacturing business and sales to retail customers of dietary supplement product.
Basis
of Presentation
The
unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles
for interim financial statements and the rules of the Securities and Exchange Commission (“SEC”) applicable to interim
financial statements, and therefore do not include all disclosures that might normally be required for financial statements prepared
in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying
unaudited condensed consolidated financial statements have been prepared by management without audit and should be read in conjunction
with our audited consolidated financial statements, including the notes thereto, appearing in our Annual Report on Form 10-K for
the fiscal year ended December 31, 2019. In the opinion of management, all adjustments necessary for a fair presentation of the
consolidated financial position, consolidated results of operations and other comprehensive income (loss) and consolidated
cash flows, for the periods indicated, have been made. The results of operations for the six months ended June 30, 2020 are not
necessarily indicative of operating results that may be achieved over the course of the full year.
Product
Innovation, Seasonality of the Business and Liquidity
Our
net sales are derived principally from our contract manufacturing of OTC healthcare products and the sale of our
dietary supplement products in the United States. In addition, we are engaged in marketing activities for our TK Supplements®
product line of dietary supplements.
Our
sales are influenced by and subject to (i) the timing of acceptance of our TK Supplements® products in the marketplace,
and (ii) fluctuations in the timing of purchase and the ultimate level of demand for the OTC healthcare and cold remedy products
that we manufacture for others, which are a function of the timing, length and severity of each cold season. Generally, a cold
season is defined as the period from September to March when the incidence of the common cold rises as a consequence of the change
in weather and other factors. We generally experience in the first, third and fourth quarter higher levels of net sales from our
contract manufacturing of OTC healthcare and cold remedy products. Revenues are generally at their lowest levels in the second
quarter when customer demand generally declines, although we did experience higher than normal net sales for
the three months ended June 30, 2020, primarily as a result of increased customer demand for our OTC healthcare and cold remedy
products as a result of the COVID-19 pandemic.
As
a consequence of the timing of acceptance of our TK Supplements® products in the marketplace and the seasonality
of our business, we realize variations in operating results and demand for working capital from quarter to quarter. As of June
30, 2020, we had working capital of approximately $8.8 million, including $3.3 million in marketable securities available for
sale. We believe our current working capital at June 30, 2020 is at an acceptable and adequate level to support our business for
at least the next twelve months after the date that the unaudited condensed consolidated financial statements are issued.
The COVID-19 pandemic has not had a material impact on our
business to date, although we did experience higher than normal net sales for the three months ended June 30, 2020, primarily as
a result of increased customer demand for OTC healthcare and cold remedy products as a result of the COVID-19 pandemic. Based on
our current assessment, we do not expect the pandemic to have a material impact on our long-term liquidity. However, we will continue
to monitor its impact on our operations. The extent to which the COVID-19 pandemic could impact our business and operations in
the long term will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time,
the duration of the pandemic and the duration and extent of business disruptions caused by the pandemic, including as a result
of travel restrictions, quarantines, social distancing requirements and business closures in the United States and other countries
in order to contain and treat the disease. The COVID-19 pandemic has had a negative impact on the global capital markets and economies
worldwide and could ultimately have a material adverse impact on our operating results, our ability to raise capital needed
to develop and commercialize products and our overall financial condition, which could affect the value of our common stock. In
addition, a prolonged recession or market correction resulting from the spread of the coronavirus could affect the value of our
common stock.
Use
of Estimates
The preparation of financial statements and the accompanying
notes thereto, in conformity with GAAP, requires management to make estimates and assumptions that affect reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts
of revenues and expenses during the respective reporting periods. Examples include the provision for bad debt, sales returns and
allowances, inventory obsolescence, useful lives of property and equipment, impairment of property and equipment, income tax valuations
and assumptions related to accrued advertising. When providing for the appropriate sales returns, allowances, cash discounts and
cooperative incentive promotion costs (“sales allowances”), we apply a uniform and consistent method for making certain
assumptions for estimating these provisions. These estimates and assumptions are based on historical experience, current trends
and other factors that management believes to be relevant at the time the financial statements are prepared. Management reviews
its accounting policies, assumptions, estimates and judgments on a quarterly basis. Actual results could differ from those estimates.
Cash
and Cash Equivalents
We consider all highly
liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Cash equivalents include
cash on hand and monies invested in money market funds. The carrying amount approximates the fair market value due to the short-term
maturity of these securities.
On May 3, 2020,
the Company entered into a promissory note and agreement with Wells Fargo, N.A. for an aggregate principal amount of $295,250
(the “PPP Loan”), pursuant to the Paycheck Protection Program established by the Coronavirus Aid, Relief, and Economic
Security Act, which became effective in March 2020. On May 15, 2020, the Company returned the PPP Loan to Well Fargo, N.A. in
light of its receipt of $4.8 million from the Mylan escrow account (see Note 7).
Marketable
Debt Securities
We
have classified our investments in marketable debt securities as available-for-sale and as a current asset. Our investments in
marketable debt securities are carried at fair value, with unrealized gains and losses included as a separate component of stockholders’
equity. Realized gains and losses from our marketable debt securities are recorded as interest income (expense). We initiated
short term investments in marketable debt securities, which carry maturity dates between one and three years from date of purchase
with interest rates of 1.875% - 4.00% during the first two quarters of Fiscal 2020. For the three months and six months
ended June 30, 2020, we reported unrealized loss of $5,000 and an unrealized gain of $6,000, respectively. Unrealized gains
and losses are classified as other comprehensive income (loss) and the cost is determined on a specific identification basis.
The following is a summary of the components of our marketable debt securities and the underlying fair value input level tier
hierarchy (see long-lived assets below) (in thousands):
|
|
As of June 30, 2020
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Value
|
|
U.S. government obligations
|
|
$
|
2,603
|
|
|
$
|
3
|
|
|
$
|
2,606
|
|
Corporate obligations
|
|
|
732
|
|
|
|
1
|
|
|
|
733
|
|
|
|
$
|
3,335
|
|
|
$
|
4
|
|
|
$
|
3,339
|
|
|
|
As of December 31, 2019
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Losses
|
|
|
Value
|
|
U.S. government obligations
|
|
$
|
125
|
|
|
$
|
-
|
|
|
$
|
125
|
|
Corporate obligations
|
|
|
803
|
|
|
|
(2
|
)
|
|
|
801
|
|
|
|
$
|
928
|
|
|
$
|
(2
|
)
|
|
$
|
926
|
|
We
believe that the unrealized gains or losses generally are the result of a change in the risk premiums required by market participants
rather than an adverse change in cash flows or a fundamental weakness in the credit quality of the issuer or underlying assets.
Inventory
Inventory
is valued at the lower of cost, determined on a first-in, first-out basis (FIFO), or net realizable value. Inventory items are
analyzed to determine cost and the net realizable value and appropriate valuation adjustments are established. At June 30, 2020
and June 30, 2019, the financial statements include non-cash adjustments to adjust inventory for excess, obsolete or short-dated
shelf-life inventory by $32,000 and $0, respectively. The components of inventory are as follows (in thousands):
|
|
June 30, 2020
|
|
|
December 31, 2019
|
|
Raw materials
|
|
$
|
1,384
|
|
|
$
|
1,024
|
|
Work in process
|
|
|
350
|
|
|
|
299
|
|
Finished goods
|
|
|
313
|
|
|
|
136
|
|
|
|
$
|
2,047
|
|
|
$
|
1,459
|
|
Property,
Plant and Equipment
Property,
plant and equipment are recorded at cost. We use the straight-line method in computing depreciation for financial reporting
purposes. Depreciation expense is computed in accordance with the following ranges of estimated asset lives: building and
improvements – ten to thirty-nine years; machinery and equipment – three to seven years; computer equipment and
software – three to five years; and furniture and fixtures – five years. We have reviewed our property, plant and
equipment for the six months ended June 30, 2020 and 2019 and concluded there were no impairments or changes in useful
lives.
Concentration
of Risks
Future
revenues, costs, margins and profits will continue to be influenced by our ability to maintain our manufacturing availability
and capacity together with our marketing and distribution capabilities and compliance with the regulatory requirements
associated with the development of OTC consumer healthcare products, dietary supplements and other remedies in order to compete
on a national level and/or international level.
Our
business is subject to federal and state laws and regulations adopted for the health and safety of users of our products. The
manufacturing and distribution of OTC healthcare and dietary supplement products are subject to regulations by various federal,
state and local agencies, including the Food and Drug Administration (“FDA”) and, as applicable, the Homeopathic Pharmacopoeia
of the United States.
Financial
instruments that potentially subject us to significant concentrations of credit risk consist principally of cash investments,
marketable securities, and trade accounts receivable. Our marketable securities are fixed income investments, which are highly
liquid and can be readily purchased or sold through established markets.
We
maintain cash and cash equivalents with certain major financial institutions. As of June 30, 2020, our cash and cash equivalents
balance was $2.5 million and our bank balance was $2.6 million. Of the total bank balance, $0.4 million was covered by federal
depository insurance and $2.2 million was uninsured at June 30, 2020.
Trade
accounts receivable potentially subject us to credit concentrations from time-to-time as a consequence of the timing, payment
pattern and ultimate purchase volumes or shipping schedules with our customers. We extend credit to our customers based upon an
evaluation of the customer’s financial condition and credit history and generally we do not require collateral. Our customers
include consumer products companies and large national chain, regional, specialty and local retail stores. These credit concentrations
may impact our overall exposure to credit risk, either positively or negatively, in that our customers may be similarly affected
by changes in economic, regulatory or other conditions that may impact the timing and collectability of amounts due to us. As
a consequence of an evaluation of our customer’s financial condition, payment patterns, balance due to us and other factors,
we did not offset our account receivable with an allowance for bad debt at June 30, 2020 and December 31, 2019.
Long-lived
Assets
We
review the carrying value of our long-lived assets with definite lives whenever events or changes in circumstances indicate that
the carrying amount of the assets may not be recoverable. When indicators of impairment exist, we determine whether the estimated
undiscounted sum of the future cash flows of such assets is less than their carrying amounts. If less, an impairment loss is recognized
in the amount, if any, by which the carrying amount of such assets exceeds their respective fair values. The determination of
fair value is based on quoted market prices in active markets, if available, or independent appraisals; sales price negotiations;
or projected future cash flows discounted at a rate determined by management to be commensurate with our business risk. The estimation
of fair value utilizing discounted forecasted cash flows includes significant judgments regarding assumptions of revenue, operating
and marketing costs; selling and administrative expenses; interest rates; property and equipment additions and retirements; industry
competition; and general economic and business conditions, among other factors.
Fair
Value of Financial Instruments
Fair
value is based on the prices that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements,
a three-tier fair value hierarchy prioritizes the inputs used to measure fair value. These tiers include: Level 1, defined as
observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets
that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for which little or no market data
exists, therefore requiring an entity to develop its own assumptions.
Marketable
securities and assets held for sale are reflected in
the consolidated financial statements at carrying value which approximates fair value. We account for our marketable securities
at fair value, with the net unrealized gains or losses reported as a component of accumulated other comprehensive income or loss.
The components of marketable debt securities are as follows (in thousands):
|
|
As of June 30, 2020
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Marketable debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government obligations
|
|
|
-
|
|
|
$
|
2,606
|
|
|
|
-
|
|
|
$
|
2,606
|
|
Corporate obligations
|
|
|
-
|
|
|
|
733
|
|
|
|
-
|
|
|
|
733
|
|
|
|
$
|
-
|
|
|
$
|
3,339
|
|
|
$
|
-
|
|
|
$
|
3,339
|
|
|
|
As of December 31, 2019
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Marketable debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government obligations
|
|
$
|
-
|
|
|
$
|
125
|
|
|
$
|
-
|
|
|
$
|
125
|
|
Corporate obligations
|
|
|
-
|
|
|
|
801
|
|
|
|
-
|
|
|
|
801
|
|
|
|
$
|
-
|
|
|
$
|
926
|
|
|
$
|
-
|
|
|
$
|
926
|
|
There
were no transfers of marketable debt securities between Levels 1, 2 or 3 for the six months ended June 30, 2020.
Revenue
Recognition
We
recognize revenue that represents the transfer of promised goods or services to customers at an amount that reflects the consideration
that is expected to be received in exchange for those goods or services. We recognize revenue when performance obligations
with our customers have been satisfied. At contract inception, we evaluate the contract to determine if revenue should
be recognized using the following five steps: (1) identify the contract with the customer; (2) identify the performance obligations;
(3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue
when (or as) the entity satisfies a performance obligation.
Performance
Obligations
We
generate sales principally through two types of customers, contract manufacturing and retail customers. Sales from product shipments
to contract manufacturing and retailer customers are recognized at the time ownership is transferred to the customer. Net sales
from contract manufacturing and retail customers were $3.5 million and $0.1 million, respectively, for the three months
ended June 30, 2020 and $1.5 million and $0.2 million, respectively, for the three months ended June 30, 2019. Net sales from
contract manufacturing and retail customers were $5.2 million and $0.3 million, respectively, for the six months ended June 30,
2020 and $3.6 million and $0.4 million, respectively, for the six months ended June 30, 2019. Revenue from retailer customers
is reduced for trade promotions, estimated sales returns and other allowances in the same period as the related
sales are recorded. No such allowance is applicable to our contract manufacturing customers. We make estimates of potential future
product returns and other allowances related to current period revenue. We analyze historical returns, current trends, and changes
in customer and consumer demand when evaluating the adequacy of the sales returns and other allowances.
A
performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account.
A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as,
the performance obligation is satisfied. The combined duties and responsibilities within each contract are considered one
single performance obligation as these items would not be separately identifiable from each other promise in the contract and
we provide a significant service of integrating the duties with other promises in the contracts.
Transaction
Price
The
transaction price is fixed based upon either (i) the terms of a combined Master Agreement and each related purchase order,
or (ii) if there is no Master Agreement, the price per the individual purchase order received from each customer. The customers
are invoiced at an agreed upon contractual price for each unit ordered and delivered by the Company and the research and development
(“R&D”) services are recognized at the time the performance is completed.
The
Company does not collect sales tax or other similar taxes from customers. As such, there is no effect on the measurement of the
transaction price.
Recognize
Revenue When the Company Satisfies a Performance Obligation
Performance
obligations related to contract manufacturing and sales to retail customers are satisfied at a point in time when the goods are
shipped to the customer as (i) we have transferred control of the assets to the customers upon shipping, and (ii) the customer
obtains title and assumes the risks and rewards of ownership after the goods are shipped.
We
do not accept returns from our contract manufacturing customers. Our return policy for retailer customers accommodates returns
for (i) discontinued products, (ii) store closings and (iii) products that have reached or exceeded their designated expiration
date. We do not impose a period of time within which products must be returned. All requests for product returns must be submitted
to us for pre-approval. The main components of our returns policy are: (i) we will accept returns that are due to damaged product
that is un-saleable and such return request activity falls within an acceptable range, (ii) we will accept returns for products
that have reached or exceeded designated expiration dates and (iii) we will accept returns in the event that we discontinue a
product provided that the customer will have the right to return only such items that it purchased directly from us. We will not
accept return requests pertaining to customer inventory “Overstocking” or “Resets”. We will accept return
requests for only products in its intended package configuration. We reserve the right to terminate shipment of product to customers
who have made unauthorized deductions contrary to our return policy or pursue other methods of reimbursement. We compensate the
customer for authorized returns by means of a credit applied to amounts owed or to be owed and in the case of discontinued product
only, also by way of an exchange. We do not have any significant product exchange history.
We
continue to recognize revenue from contract manufacturing and retail customers at a point in time as we have an enforceable right
to payment for goods as products are shipped to customers.
Accrued
advertising and other allowances from continuing operations as of June 30, 2020 included (i) $53,000 for estimated returns which
is reported as a liability and (ii) $43,000 for cooperative and incentive promotion costs which is also reported as a liability.
Accrued advertising and other allowances from discontinued operations as of June 30, 2020 included (i) $131,000 for estimated
returns, which is reported as a reduction to account receivables, and (ii) $69,000 for cooperative incentive promotion costs,
which is reported as accrued advertising and other allowances under current liabilities. As of December 31, 2019, accrued advertising
and other allowances from continuing operations included (i) $37,000 for estimated returns which is reported as a liability and
(ii) $92,000 for cooperative and incentive promotion costs which is also reported as a liability. Accrued advertising and other
allowances from discontinued operations as of December 31, 2019 included (i) $132,000 for estimated returns, which is reported
as a reduction to account receivables, and (ii) $76,000 for cooperative incentive promotion costs, which is reported as accrued
advertising and other allowances under current liabilities.
As
of June 30, 2020, we have deferred revenue of $221,115 in relation to R&D stability
and release testing programs. As of December 31, 2019, deferred revenue was $214,000. Deferred revenues primarily consist of amounts
that have been billed to or received from customers in advance of revenue recognition and prepayments received from customers
in advance for implementation, maintenance and other services, as well as initial subscription fees. We recognize deferred revenues
as revenues when the services are performed and the corresponding revenue recognition criteria are met. Customer prepayments are
generally applied against invoices issued to customers when services are performed and billed.
The
following table disaggregates the Company’s deferred revenue expected by recognition period (in thousands):
|
|
Deferred Revenue
|
|
|
|
June 30, 2020
|
|
|
December 31, 2019
|
|
Recognition Period
|
|
|
|
|
|
|
|
|
0-12 Months
|
|
$
|
135
|
|
|
$
|
104
|
|
13-24 Months
|
|
|
32
|
|
|
|
49
|
|
Over 24 Months
|
|
|
54
|
|
|
|
61
|
|
Total
|
|
$
|
221
|
|
|
$
|
214
|
|
Disaggregation
of Revenue
We
disaggregate revenue from contracts with customers into two categories: contract manufacturing and retail customers. We determined
that disaggregating revenue into these categories achieves the disclosure objective to depict how the nature, amount, timing and
uncertainty of revenue and cash flows are affected by economic factors.
The
following table disaggregates the Company’s revenue by revenue source for the three and six months ended June 30, 2020 and
2019 (in thousands):
|
|
For the Three Months Ended
|
|
|
For the Six Months Ended
|
|
Revenue by Customer Type
|
|
June 30, 2020
|
|
|
June 30, 2019
|
|
|
June 30, 2020
|
|
|
June 30, 2019
|
|
Contract manufacturing
|
|
$
|
3,472
|
|
|
$
|
1,452
|
|
|
$
|
5,195
|
|
|
$
|
3,576
|
|
Retail and others
|
|
|
151
|
|
|
|
199
|
|
|
|
316
|
|
|
|
393
|
|
Total revenue
|
|
$
|
3,623
|
|
|
$
|
1,651
|
|
|
$
|
5,511
|
|
|
$
|
3,969
|
|
Sales
Tax Exclusion from the Transaction Price
We
exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on
and concurrent with a specific revenue-producing transaction and collected by the Company from the customer.
Shipping
and Handling Activities
We
account for shipping and handling activities that we perform as activities to fulfill the promise to transfer the goods.
Advertising
and Incentive Promotions
Advertising
and incentive promotion costs are expensed within the period in which they are utilized. Advertising and incentive promotion expense
is comprised of (i) media advertising, presented as part of sales and marketing expense, (ii) cooperative incentive promotions
and coupon program expenses, which are accounted for as part of net sales, and (iii) free product, which is accounted for as part
of cost of sales. Advertising and incentive promotion expenses incurred from continuing operations for the three months ended
June 30, 2020 and 2019 were $49,000 and $55,000, respectively. Advertising and incentive promotion expenses incurred from
continuing operations for the six months ended June 30, 2020 and 2019 were $96,000 and $82,000, respectively.
Share-Based
Compensation
We
recognize all share-based payments to employees and directors, including grants of stock options, as compensation expense in the
financial statements based on their fair values. Fair values of stock options are determined through the use of the Black-Scholes
option pricing model. The compensation cost is recognized as an expense over the requisite service period of the award, which
usually coincides with the vesting period. We account for forfeitures as they occur.
Stock
and stock options to purchase our common stock have been granted to employees pursuant to the terms of certain agreements and
stock option plans (see Note 4). Stock options are exercisable during a period determined by us, but in no event later
than ten years from the date granted. For the three months ended June 30, 2020 and 2019, we charged to operations $198,000 and
$180,000, respectively, for share-based compensation expense for the aggregate fair value of stock grants issued and vested stock
options earned.
Research
and Development
R&D
costs are charged to operations in the period incurred. R&D costs incurred for the three months ended June 30, 2020 and 2019
from continuing operations were $65,000 and $95,000, respectively. R&D costs incurred for the six months ended June 30, 2020
and 2019 from continuing operations were $124,000 and $189,000, respectively. R&D costs are principally related to personnel
expenses and new product development initiatives and costs associated with our OTC health care products, dietary supplements and
other remedies.
Income
Taxes
We
utilize the asset and liability approach which requires the recognition of deferred tax assets and liabilities for the future
tax consequences of events that have been recognized in our financial statements or tax returns. In estimating future tax consequences,
we generally consider all expected future events other than enactments of changes in the tax law or rates. Until sufficient taxable
income to offset the temporary timing differences attributable to operations and the tax deductions attributable to option, warrant
and stock activities are assured, a valuation allowance equaling the total deferred tax asset is being provided.
We
utilize a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position
for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position
will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure
the tax benefit as the largest amount which is more than fifty percent likely of being realized upon ultimate settlement. Any
interest or penalties related to income taxes will be recorded as interest or administrative expense, respectively.
As
a result of our historical losses from continuing operations, we have recorded a full valuation allowance against a net
deferred tax asset. Additionally, we have not recorded a liability for unrecognized tax benefit.
Recently
Issued Accounting Standards, Not Yet Adopted
In
September 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326). The ASU sets forth a “current
expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments
held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces
the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized
cost and applies to some off-balance sheet credit exposures. In February 2020, the FASB issued ASU 2020-02, Financial Instruments
- Credit Losses (Topic 326), which amends the effective date of the original pronouncement for smaller reporting companies. ASU
2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December
15, 2022. The Company is currently assessing the impact of the adoption of this ASU on its financial statements.
In
December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU
2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain
exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application.
This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020,
with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements
and related disclosures.
Note
3 – Property, Plant and Equipment
The
components of property and equipment are as follows (in thousands):
|
|
June 30, 2020
|
|
|
December 31, 2019
|
|
|
Estimated Useful Life
|
Land
|
|
$
|
352
|
|
|
$
|
504
|
|
|
|
Building improvements
|
|
|
3,107
|
|
|
|
3,113
|
|
|
10-39 years
|
Machinery
|
|
|
4,384
|
|
|
|
4,285
|
|
|
3-7 years
|
Computer equipment
|
|
|
462
|
|
|
|
472
|
|
|
3-5 years
|
Furniture and fixtures
|
|
|
207
|
|
|
|
207
|
|
|
5 years
|
|
|
|
8,512
|
|
|
|
8,581
|
|
|
|
Less: accumulated depreciation
|
|
|
(6,379
|
)
|
|
|
(6,251
|
)
|
|
|
Total property, plant and equipment, net
|
|
$
|
2,133
|
|
|
$
|
2,329
|
|
|
|
Depreciation expense
incurred for the six months ended June 30, 2020 and 2019 was $167,000 and $202,000, respectively. During the six months ended
June 30, 2020, we wrote off fully depreciated assets and accumulated depreciation totaling $38,000.
On June 27, 2020, we initiated negotiations to sell our Doylestown
property. As a result the Doylestown building and land were classified as assets held for sale on our condensed consolidated balance
sheet at June 30, 2020. We reported the assets held for sale at the lower of the carrying amount or fair value, less estimated
costs to sell. On July 10, 2020, we entered into a Purchase and Sale Agreement to sell our Doylestown property.
Note
4 – Transactions Affecting Stockholders’ Equity
Our
authorized capital stock consists of 50 million shares of common stock, $0.0005 par value, and one million shares of preferred
stock, $0.0005 par value.
Preferred
Stock
The
preferred stock authorized under our certificate of incorporation may be issued from time to time in one or more series.
As of June 30, 2020 and December 31, 2019, no shares of preferred stock have been issued.
Common
Stock Dividend
On
December 24, 2018, the Board declared a special cash dividend of $0.25 per share on the Company’s common stock resulting
in $2.9 million payable on January 24, 2019 to holders of record of the Company’s common stock on January 10, 2019.
On January 24, 2019, the Company paid an aggregate of $2.9 million to the Company’s stockholders entitled to receive such
dividend.
The
2010 Directors’ Equity Compensation Plan
On
May 5, 2010, our stockholders approved the 2010 Directors’ Equity Compensation Plan, which has been subsequently
amended and restated by our stockholders (the “2010 Directors’ Plan”). A primary purpose of the 2010 Directors’
Plan is to provide us with the ability to pay all or a portion of the fees of directors in stock instead of cash. The 2010 Directors’
Plan provides that the total number of shares of common stock that may be issued under the 2010 Directors’ Plan is
equal to 675,000 shares.
During
the three and six months ended June 30, 2020, 9,709 and 18,055 shares of common stock, respectively were granted to our
directors under the 2010 Directors’ Plan. We recorded $34,875 of director fees during the six months ended June 30, 2020
in connection with these grants, which represented the fair value of the shares calculated based on the average closing price
of the Company’s shares of common stock for the last five trading days of the quarter in which the Board fee was
earned.
During
the three and six months ended June 30, 2019, 6,571 and 10,737 shares of common stock, respectively were granted to our
directors under the 2010 Directors’ Plan. We recorded $33,750 of director fees during the six months ended June 30, 2019
in connection with these grants, which represented the fair value of the shares calculated based on the average closing price
of the Company’s shares of common stock for the last five trading days of the quarter in which the Board fee was
earned.
At
June 30, 2020, there were 340,731 shares of common stock that may be issued pursuant to the terms of the 2010 Directors’
Plan.
The
2010 Equity Compensation Plan
On
May 5, 2010, our stockholders approved the 2010 Equity Compensation Plan, which was subsequently amended and restated by our stockholders
(the “2010 Plan”). The 2010 Plan provides that the total number of shares of common stock that may be issued
under the 2010 Plan is 3.9 million shares.
No
options were granted under the 2010 Plan for the three and six months ended June 30, 2020 and 2019. In addition, no stock options
were exercised during the three and six months ended June 30, 2020 and 2019.
As
of June 30, 2020, there were 782,000 options outstanding and 528,659 options available to be issued pursuant to the terms of the
2010 Plan. We will recognize approximately $300,000 of share-based compensation expense over a weighted average period of 1.6
years.
The
2018 Stock Incentive Plan
On
April 12, 2018, our stockholders approved the 2018 Stock Incentive Plan (the “2018 Stock Plan”). At April 12, 2018,
all 2.3 million shares available for issuance under the 2018 Stock Plan have been granted in the form of stock options at an initial
exercise price of $3.00 per share, which is exercisable in 36 monthly installments to Ted Karkus (the “CEO Option”),
our Chief Executive Officer and no stock options have been exercised under the 2018 Stock Plan.
The
2018 Plan requires certain proportionate adjustments to be made to the stock options granted under the 2018 Stock Plan upon the
occurrence of certain events, including a special distribution (whether in the form of cash, shares, other securities, or other
property) in order to maintain parity. Accordingly, the Compensation Committee of the board of directors, as required by the terms
of the 2018 Stock Plan, adjusted the terms of the CEO Option, such that the exercise price of the CEO Option was reduced from
$3.00 per share to $2.00 per share, effective as of September 5, 2018, the date the special $1.00 special cash dividend was paid
to the Company’s stockholders. The exercise price of the CEO Option was further reduced from $2.00 to $1.75 per share, effective
as of January 24, 2019, the date the $0.25 special cash dividend was paid to the Company’s stockholders. The exercise price
of the CEO Option was further reduced from $1.75 to $1.50 per share, effective as of December 12, 2019, the date another $0.25
special cash dividend was paid to Company’s stockholders. We will recognize approximately $318,000 of share-based compensation
expense over a weighted average period of 0.7 years.
The
following table summarizes stock options activity during the three months ended June 30, 2020 for both the 2010 Plan and 2018
Stock Plan (in thousands, except per share data):
|
|
Number of Shares
|
|
|
Weighted Average Exercise Price
|
|
|
Weighted Average Remaining Contractual Life (in years)
|
|
|
Total Intrinsic Value
|
|
Outstanding as of January 1, 2020
|
|
|
3,082
|
|
|
$
|
1.67
|
|
|
|
3.7
|
|
|
$
|
1,085
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Forfeited/expired
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Outstanding as of June 30, 2020
|
|
|
3,082
|
|
|
$
|
1.67
|
|
|
|
3.2
|
|
|
$
|
-
|
|
Options vested and exercisable
|
|
|
2,190
|
|
|
$
|
1.60
|
|
|
|
2.9
|
|
|
$
|
-
|
|
Note
5 – Defined Contribution Plans
We
maintain the ProPhase Labs, Inc. 401(k) Savings and Retirement Plan, a defined contribution plan for our employees. Our contributions
to the plan are based on the amount of the employee plan contributions and compensation. Our contributions to the plan in the
three and six months ended June 30, 2020 were $17,000 and $33,000, respectively, and for the three and six months ended
June 30, 2019 were $21,000 and $42,000, respectively.
Note
6 – Other Current Liabilities
The
following table sets forth the components of other current liabilities at June 30, 2020 and December 31, 2019, respectively, (in
thousands):
|
|
June 30, 2020
|
|
|
December 31, 2019
|
|
Accrued expenses
|
|
$
|
158
|
|
|
$
|
218
|
|
Accrued benefits
|
|
|
40
|
|
|
|
25
|
|
Accrued payroll
|
|
|
94
|
|
|
|
57
|
|
Accrued vacation
|
|
|
11
|
|
|
|
5
|
|
Sales tax payable
|
|
|
1
|
|
|
|
-
|
|
Deferred revenue
|
|
|
135
|
|
|
|
104
|
|
Total other current liabilities
|
|
$
|
439
|
|
|
$
|
409
|
|
Note
7– Commitments and Contingencies
Escrow
Receivable
We
had indemnification obligations to Mylan Consumer Healthcare Inc. (formerly known as Meda Consumer Healthcare Inc.) (“MCH”)
and Mylan Inc. (together with MCH, “Mylan”) under the asset purchase agreement pursuant to which we sold the Cold-EEZE®
business to Mylan in 2017, that may require us to make future payments to Mylan and other related persons for any
damages incurred by Mylan or such related persons as a result of any breach by us of our representations, warranties, covenants
or agreements contained in the asset purchase agreement, or arising from the Retained Liabilities (as such term is defined in
the asset purchase agreement) or as a result of certain third party claims specified in the asset purchase agreement. Generally,
our representations and warranties survive for a period of 24 months from the closing date, which was March 29, 2017, other than
certain fundamental representations which survive until the expiration of the applicable statute of limitations. There is a limited
indemnification cap with respect to a majority of the Company’s indemnification obligations under the asset purchase agreement
with the exception of claims for actual fraud, the breach of any fundamental representations and certain other items, which have
a larger indemnification cap (i.e., the purchase price).
Pursuant
to the terms of the asset purchase agreement, we, Mylan, and an escrow agent entered into an Escrow Agreement at closing, pursuant
to which Mylan deposited $5 million of the aggregate purchase price for the Cold-EEZE® business into an escrow
account established with the Escrow Agent in order to satisfy, in whole or in part, certain of our indemnity obligations under
the asset purchase agreement.
The
terms of the Escrow Agreement provide that if, as of September 29, 2018, there were funds remaining in the escrow account, then
the escrow account would be reduced by the difference, if a positive number, of (i) $2.5 million minus (ii) the aggregate amount
of all escrow claims asserted by Mylan prior to this date that had either been paid out of the escrow account or were pending
as of such date, and, within two business days of such date, the Escrow Agent would disburse such difference, if a positive number,
to us. In addition, within two business days of March 29, 2019, the Escrow Agent was required to release any funds remaining in
the escrow account to us minus any amounts being reserved for escrow claims asserted by Mylan prior to such date. Upon the resolution
of any pending escrow claims, the Escrow Agent would then, within two business days of receipt of joint instructions or a final
order from a court (as described in the Escrow Agreement) disburse such reserved amount to the parties entitled to such funds.
As described below, in August 2018, Mylan asserted an indemnification claim against us. Accordingly,
the distributions were not released to us on September 29, 2018 or March 29, 2019.
On
May 31, 2018, we received notice of a claim for $800,000 in losses against the escrow amount. We resolved this claim pursuant
to a settlement agreement, effective October 16, 2018, pursuant to which $160,000 of the funds held in escrow were released to
Mylan. This expense is reflected in discontinued operations in the third quarter of 2018.
On
August 2, 2018, we received notice of an indemnification claim from Mylan in relation to certain product advertising claims brought
against Mylan related to certain Cold-EEZE® products. Pursuant to the terms of the asset purchase agreement, we
elected to assume the defense of these claims on behalf of Mylan, which we disputed and vigorously contested. Although we believed
these claims were without merit, we negotiated a settlement with the plaintiffs.
On
May 4, 2020, the final pending claim against the Company’s escrow account with Mylan was resolved and, as a result,
the Escrow Agent released all funds from the escrow account to the Company on May 7, 2020, in the amount of $4.8 million.
Manufacturing
Agreement
In
connection with the asset purchase agreement, the Company and its wholly-owned subsidiary, PMI, entered into a manufacturing agreement
(the “Manufacturing Agreement”) with Mylan. Pursuant to the terms of the Manufacturing Agreement, Mylan (or an affiliate
or designee) purchased the inventory of the Company’s Cold-EEZE® brand and product line, and PMI agreed
to manufacture certain products for Mylan, as described in the Manufacturing Agreement, at prices that reflect current market
conditions for such products and include an agreed upon mark-up on our costs. Unless terminated sooner by the parties, the Manufacturing
Agreement will remain in effect until March 29, 2022. Thereafter, the Manufacturing Agreement may be renewed by Mylan for up to
five successive one-year periods by providing notice of its intent to renew not less than 90 days prior to the expiration of the
then-current term.
Future
Obligations:
We
have estimated future minimum obligations for an executive’s employment agreement over the next five years, including the
remainder of Fiscal 2020, as follows (in thousands):
|
|
Employment
|
|
|
|
Contracts
|
|
2020
|
|
$
|
63
|
|
2021
|
|
|
595
|
|
2022
|
|
|
675
|
|
2023
|
|
|
675
|
|
2024
|
|
|
675
|
|
Total
|
|
$
|
2,683
|
|
Other
Litigation
On
November 12, 2019, an action was filed in the United States District Court for the Eastern District of Texas against TK Supplements,
Inc., one of our wholly-owned subsidiaries (“TK Sub”), asserting two class action claims and alleging that,
by sending plaintiff text messages to his cellular telephone number without his prior express consent and notwithstanding its
listing on the Do No Call Registry, TK Sub violated the Telephone Consumer Protection Act, 47 U.S.C. § 227(b)(3)(B) and 47
U.S.C. § 227(c)(5). Plaintiff seeks to represent a class of (i) all residents within the United States to whom TK Sub or
its agents sent text messages to the person’s cellular telephone number in the past four years and (ii) all residents within
the United States to whom TK Sub or its agents placed two or more telemarketing phone calls to the person’s residential
telephone number that was listed on the Do Not Call Registry in the past four years. On January 8, 2020, TK Sub filed its
Answer and Defenses to the Complaint. We intend to defend this matter vigorously.
In the normal course of our business, we may be named as a
defendant in legal proceedings. It is our policy to vigorously defend litigation or to enter into a reasonable settlements where
management deems it appropriate.
Note
8 – Earnings (Loss) Per Share
Basic
earnings per share (“EPS”) excludes dilution and is computed by dividing income available to common stockholders by
the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could
occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the
issuance of common stock (“Common Stock Equivalents”) that shared in the earnings of the entity. Diluted EPS also
utilizes the treasury stock method which prescribes a theoretical buy back of shares from the theoretical proceeds of all options
outstanding during the period. Since there are options outstanding, fluctuations in the actual market price can have a variety
of results for each period presented. Options outstanding to acquire shares of our common stock at June 30, 2020 and 2019
were 3,082,000 and 2,950,000, respectively.
For
the six months ended June 30, 2020, dilutive loss per share were the same as basic earnings per share due to the exclusion of
Common Stock Equivalents, which in a net loss position would have an anti-dilutive effect on loss per share. For the three months
ended June 30, 2020, there were 2,307,000 Common Stock Equivalents that were in the money that were included in
the fully diluted earnings per share computation. For the three and six months ended June 30, 2019, there were 2,950,000 potential
dilutive Common Stock Equivalents that were excluded from the loss per share computation as a consequence of their anti-dilutive
effect.
Note
9 – Significant Customers
Revenue
for the three months ended June 30, 2020 and 2019 was $3.6 million and $1.7 million, respectively. Three third-party contract
manufacturing customers accounted for 58.7%, 16.6% and 12.2%, respectively, of our revenue for the three months ended June
30, 2020. Two third-party contract manufacturing customers accounted for 67.2% and 21.1%, respectively, of our revenue for the
three months ended June 30, 2019. The loss of sales to any of these large third-party contract manufacturing customers could have
a material adverse effect on our business operations and financial condition.
Revenue
for the six months ended June 30, 2020 and 2019 was $5.5 million and $4.0 million, respectively. Two third-party contract manufacturing
customers accounted for 55.2% and 17.1%, respectively, of our revenue for the six months ended June 30, 2020. Two third-party
contract manufacturing customers accounted for 54.8% and 22.8%, respectively, of our revenue for the three months ended June 30,
2019. The loss of sales to any of these large third-party contract manufacturing customers could have a material adverse effect
on our business operations and financial condition.
We
are subject to account receivable credit concentrations from time-to-time as a consequence of the timing, payment pattern and
ultimate purchase volumes or shipping schedules with our customers. These concentrations may impact our overall exposure to credit
risk, either positively or negatively, in that our customers may be similarly affected by changes in economic, regulatory or other
conditions that may impact the timing and collectability of amounts due to us. Two customers represented 72.4% and 12.8% of our
total trade receivable balances at June 30, 2020 and three customers represented 70%, 14% and 11% of our total trade receivable
balances at December 31, 2019.
Note
10 – Subsequent Events
On June 25, 2020, we initiated negotiations to sell our Doylestown
property. As a result the Doylestown building and land were classified as assets held for sale on our condensed consolidated balance
sheet at June 30, 2020. We reported the assets held for sale at the lower of the carrying amount or fair value, less estimated
costs to sell. On July 10, 2020, we entered into a Purchase and Sale Agreement (“PSA’) to sell our Doylestown property.
On
July 24, 2020, the Company loaned $750,000 to an unrelated third party pursuant to a secured promissory note agreement. The promissory
note bears interest at a rate of 15% per annum and is due September 21, 2020. In addition, on July 29, 2020, the Company loaned
an additional $250,000 to the same unrelated third party pursuant to a secured promissory note agreement. The promissory note
bears interest at a rate of 15% per annum and is due September 29, 2020. Mr. Karkus, the Company’s Chairman and Chief
Executive Officer, and Dr. Gleckel, a director, each hold less than 1% of the issued and outstanding shares of the parent company
of the borrower, which interests were acquired well before discussions began with respect to these transactions. Prior to entering
into these transactions, the ownership interests of Mr. Karkus and Dr. Gleckel were disclosed to the Board, and the disinterested
directors unanimously approved these transactions.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The
following discussion and analysis should be read in conjunction with our interim unaudited condensed financial statements and
related notes included in this Quarterly Report on Form 10-Q (“Quarterly Report”) and the audited condensed financial
statements and notes thereto as of and for the year ended December 31, 2019 and the related Management’s Discussion and
Analysis of Financial Condition and Results of Operations, both of which are contained in our Annual Report on Form 10-K filed
with the Securities and Exchange Commission (“SEC”) on March 26, 2020 (the “2019 Annual Report”). As used
in this Quarterly Report, unless the context suggests otherwise, “we,” “us,” “our,” or “ProPhase”
refer to ProPhase Labs, Inc. and its subsidiaries, unless the context otherwise requires.
Forward-Looking
Statements
This
Quarterly Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of
1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). These forward-looking statements relate to future events or our future financial performance. Forward-looking statements
typically are identified by use of terms such as “anticipate”, “believe”, “plan”, “expect”,
“intend”, “may”, “will”, “should”, “estimate”, “predict”,
“potential”, “continue” and similar words although some forward-looking statements are expressed differently.
This Quarterly Report may also contain forward-looking statements attributable to third parties relating to their estimates
regarding the growth of our markets.
You
are cautioned that forward-looking statements are not guarantees of performance and are subject to known and unknown risks, uncertainties
and other factors that may cause our or our industry’s actual results, levels of activity, performance, achievements or
prospects to be materially different from any future results, levels of activity, performance or achievements expressed or implied
by the forward-looking statements. Many of these factors are beyond our ability to predict.
Such
risks and uncertainties include, but are not limited to:
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Our
ability to successfully manage the demand, supply, and operational challenges associated with the effects of the COVID-19 pandemic and its effects on the global economy generally.
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Our
history of losses;
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Our
dependence on our largest manufacturing customers;
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Potential
disruptions in our ability to manufacture our products and those of others or our access to raw materials;
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Seasonal
fluctuations in demand for the products we manufacture at our manufacturing facility;
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Our
ability to successfully develop and commercialize our existing products and any new products;
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Our
ability to secure additional capital, when needed, to support our product development and commercialization programs;
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Our
ability to compete effectively, including our ability to maintain and increase our markets and/or market share in the markets
in which we do business;
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Our
ability to protect our proprietary rights;
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The
general financial and economic uncertainty, fluctuations in consumer confidence and the strength of the United States economy,
and their impacts on our business including demand for our products;
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Our
continued ability to comply with regulations relating to our current products and those we manufacture for others, any new
products we develop, including our ability to effectively respond to changes in laws and regulations or the interpretation
thereof including changing market rules and evolving federal, state and regional laws and regulations; and
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Our
ability to attract, retain and motivate our key employees.
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Given
the risks and uncertainties surrounding forward-looking statements, you should not place undue reliance on these statements.
You should also consider carefully the statements we make under other sections of this Quarterly Report and in our 2019 Annual
Report, as well as in other documents we file from time to time with the SEC that address additional risks that could cause our
actual results to differ from those set forth in any forward-looking statements. Our forward-looking statements speak only as
the date of this Quarterly Report. We undertake no obligation to publicly update or review any forward-looking statements, whether
as a result of new information, future developments or otherwise, except as required by law.
General
We
are a manufacturing and marketing company with deep experience with OTC consumer healthcare products and dietary supplements.
We are engaged in the research, development, manufacture, distribution, marketing and sale of OTC consumer healthcare products
and dietary supplements in the United States. This includes the development and marketing of dietary supplements under the TK
Supplements® brand.
Our
wholly-owned subsidiary, Pharmaloz Manufacturing, Inc. (“PMI”), is a full-service contract manufacturer and
private label developer of a broad range of non-GMO, organic and natural-based cough drops and lozenges and OTC drug and dietary
supplement products.
In
addition, we continue to actively pursue acquisition opportunities for other companies, technologies and products within and outside
the consumer products industry.
Financial
Condition and Results of Operations Results for the Three Months Ended June 30, 2020 as Compared to the Three Months Ended June
30, 2019
For
the three months ended June 30, 2020, net sales were $3.6 million as compared to $1.7 million for the three months ended June
30, 2019. The increase in net sales from period to period was principally due to an increase in contract manufacturing net sales
as a result of the timing and demand of third-party customers. We experienced higher than normal net sales for the
three months ended June 30, 2020, primarily as a result of increased customer demand for our OTC healthcare and cold remedy products
as a result of the COVID-19 pandemic.
Cost of sales for the
three months ended June 30, 2020 were $2.3 million as compared to $1.4 million for the three months ended June 30, 2019. For the
three months ended June 30, 2020 and 2019, we realized a gross margin of 35.3% and 15.8%, respectively. The increase of
19.5% in gross margin from the prior period is principally due to fluctuations in our product mix shipped and pricing fluctuations
from period to period. Gross margins are generally influenced by fluctuations in quarter-to-quarter production volume, fixed production
costs and related overhead absorption, raw ingredient costs, inventory mark to market write-downs and timing of shipments to customers.
Sales
and marketing expense for the three months ended June 30, 2020 was $125,000 as compared to $342,000 for the three months ended
June 30, 2019. The decrease of $217,000 in sales and marketing expense for the three months ended June 30, 2020 as compared to
the three months ended June 30, 2019 was principally related to a reduction in marketing expenses associated with our digital
media business, which has since been terminated.
Administration
expenses for the three months ended June 30, 2020 were $1 million as compared to $1.1 million for the three months ended June
30, 2019. The decrease of $62,000 in administrative expenses for the three months ended June 30, 2020 as compared to the
three months ended June 30, 2019 was principally due to a decrease in professional fees.
Research
and development costs during the three months ended June 30, 2020 were $65,000 as compared to $95,000 for the three months ended
June 30, 2019. The decrease of $30,000 in research and development costs for the three months ended June 30, 2020 as compared
to the three months ended June 30, 2019 was principally due to the timing of product research expenses.
Interest
and other income for the three months ended June 30, 2020 and 2019 was $11,000 and $30,000, respectively. The decrease in interest
income for the three months ended June 30, 2020 as compared to June 30, 2019 was principally due to a lower average balance
in our investment account.
For the reasons
described above, net income for the three months ended June 30, 2020 was approximately $70,000, or $0.01 per share,
as compared to the net loss for the three months ended June 30, 2019 of $1.2 million, or ($0.11) per share.
Financial
Condition and Results of Operations Results for the Six Months Ended June 30, 2020 as Compared to the Six Months Ended June 30,
2019
For
the six months ended June 30, 2020, net sales were $5.5 million as compared to $4.0 million for the six months ended June 30,
2019. The increase in net sales from period to period was principally due to an increase in contract manufacturing net sales as
a result of the timing and demand of third-party customers. We experienced higher than normal net sales for the three
months ended June 30, 2020, primarily as a result of increased customer demand for our OTC healthcare and cold remedy products
as a result of the COVID-19 pandemic.
Cost
of sales for the six months ended June 30, 2020 were $3.8 million as compared to $3.2 million for the six months ended June 30,
2019. For the six months ended June 30, 2020 and 2019, we realized a gross margin of 30.7% and 19.7%, respectively. The
increase of 11% in gross margin from the prior period is principally due to fluctuations in our product mix shipped and pricing
fluctuations from period to period. Gross margins are generally influenced by fluctuations in quarter-to-quarter production volume,
fixed production costs and related overhead absorption, raw ingredient costs, inventory mark to market write-downs and timing
of shipments to customers.
Sales
and marketing expense for the six months ended June 30, 2020 was $295,000 as compared to $608,000 for the six months ended June
30, 2019. The decrease of $313,000 in sales and marketing expense for the six months ended June 30, 2020 as compared to
the six months ended June 30, 2019 was principally related to a reduction in marketing expenses associated with our digital media
business, which has since been terminated.
Administration
expenses for the six months ended June 30, 2020 were $2 million as compared to $2.3 million for the six months ended June 30,
2019. The decrease of $268,000 in administrative expenses for the six months ended June 30, 2020 as compared to the six
months ended June 30, 2019 was principally due to a decrease in professional fees.
Research
and development costs during the six months ended June 30, 2020 were $124,000 as compared to $189,000 for the six months ended
June 30, 2019. The decrease of $65,000 in research and development costs for the six months ended June 30, 2020 as compared to
the six months ended June 30, 2019 was principally due to the timing of product research expenses.
Interest
and other income for the six months ended June 30, 2020 and 2019 was $14,000 and $61,000, respectively. The decrease in interest
income for the six months ended June 30, 2020 as compared to June 30, 2019 was principally due to a lower average balance
in our investment account.
For the reasons
described, net loss for the six months ended June 30, 2020 was approximately $0.7 million, or ($0.06) per share, as
compared to the net loss for the six months ended June 30, 2019 of $2.2 million, or ($0.19) per share.
Liquidity
and Capital Resources
Our
aggregate cash and cash equivalents and marketable debt securities as of June 30, 2020 was $5.9 million as compared to
$1.4 million at December 31, 2019. Our working capital was $8.8 million and $9.0 million as of June 30, 2020 and December 31,
2019, respectively. The increase of $4.5 million in our cash and cash equivalents and marketable debt securities balance for the
six months ended June 30, 2020 was principally due to an increase in cash provided by operating activities and the $4.8 million
released to us from the escrow account with Mylan.
General
We believe our current
working capital is an acceptable and adequate level of working capital to support our business for at least the next twelve months
after the date that the unaudited condensed consolidated financial statements are issued.
On
May 3, 2020, we entered into a promissory note and agreement with Wells Fargo, N.A. for an aggregate principal amount of $295,250
(the “PPP Loan”), pursuant to the Paycheck Protection Program established by the Coronavirus Aid, Relief, and Economic
Security Act, which became effective in May 2020. On May 15, 2020, the Company returned the PPP Loan to Well Fargo, N.A. in light
of its receipt of $4.8 million from the Mylan escrow account
The
COVID-19 pandemic has not had a material impact on our business to date, although we did experience higher than normal net sales
for the three months ended June 30, 2020, primarily as a result of increased customer demand for our OTC healthcare and cold remedy
products as a result of the COVID-19 pandemic. Based on our current assessment, we do not expect the pandemic to have a material
impact on our long-term liquidity. However, we will continue to monitor its impact on our operations. The extent to which the
COVID-19 pandemic could impact our business and operations in the long-term will depend on future developments that are highly
uncertain and cannot be predicted with confidence at this time, such as the duration of the pandemic and the duration and extent
of business disruptions caused by the pandemic, including as a result of travel restrictions, quarantines, social distancing requirements
and business closures in the United States and other countries in order to contain and treat the disease. The COVID-19 pandemic
has had a negative impact on the global capital markets and economies worldwide and could ultimately have a material adverse impact
on our operating results, our ability to raise capital needed to develop and commercialize products and our overall financial
condition, which could affect the value of our common stock.
Management
is not aware of any other trends, events or uncertainties that have had or are reasonably likely to have a material negative
impact upon our (i) short-term or long-term liquidity, or (ii) net sales or income from operations. Any challenge to our patent
or trademark rights could have a material adverse effect on our future; however, we are not aware of any condition that would
make such an event probable. Our business is generally subject to seasonal variations thereby impacting our liquidity and
working capital during the course of our fiscal year.
To
the extent that we do not generate sufficient cash from operations, our cash balances will decline. We may also use our cash to
explore and/or acquire new product technologies, applications, product line extensions, new contract manufacturing applications
and other new product opportunities. In the event that our available cash is insufficient to support such initiatives, we may
need to incur indebtedness or issue common stock to finance plans for growth. Volatility in the credit markets and the
liquidity of major financial institutions, including as a result of the COVID-19 pandemic, may have an adverse impact
on our ability to fund our business strategy through borrowings, under either existing or newly created instruments in the
public or private markets on terms that we believe to be reasonable, if at all.
Off-Balance
Sheet Arrangements
It
is not our usual business practice to enter into off-balance sheet arrangements such as guarantees on loans and financial commitments
and retained interests in assets transferred to an unconsolidated entity for securitization purposes. We have no off-balance sheet
arrangements that have, or are reasonably likely to have, a material current or future effect on our financial condition, changes
in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Impact
of Inflation
We
are subject to normal inflationary trends and anticipate that any increased costs would be passed on to our customers. Inflation
has not had a material effect on our business.
Critical
Accounting Policies and Estimates
The
condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United
States of America (“GAAP”), which require the use of estimates, judgments and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements, and the reported
amounts of expenses in the periods presented. We believe that the accounting estimates employed are appropriate and resulting
balances are reasonable; however, due to inherent uncertainties in making estimates, actual results could differ from the original
estimates, requiring adjustments to these balances in future periods. The critical accounting estimates that affect the consolidated
financial statements and the judgments and assumptions used are consistent with those described under Part II, Item 7 of the 2019
Annual Report.