UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended June 30, 2020

OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: ______ to ________

000-30379
(Commission File Number)

Chembio Diagnostics, Inc.
(Exact name of registrant as specified in its charter)

Nevada
 
88-0425691
(State or other jurisdiction of incorporation)
 
(IRS Employer Identification Number)

555 Wireless Blvd.
Hauppauge, NY 11788
(Address of principal executive offices including zip code)

(631) 924-1135
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading Symbol
 
Name of each exchange on which registered
Common Stock, $0.01 par value
 
CEMI
 
The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 
Large accelerated filer ☐
Accelerated filer ☒
 
Non-accelerated filer ☐
Smaller reporting company ☒
 
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Yes ☐ No ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒

As of July 31, 2020, the registrant had 20,161,542 shares outstanding of its common stock, $.01 par value.

Table of Contents

Quarterly Report on Form 10-Q
For The Quarterly Period Ended
June 30, 2020

Table of Contents

Chembio Diagnostics, Inc.

 
 
Page
 
 
 
3
 
 
 
Part I. FINANCIAL INFORMATION:
 
 
 
 
Item 1. Financial Statements:
 
 
 
 
 
4
 
 
 
 
5
 
 
 
 
6
 
 
 
 
7
 
 
 
 
9
 
 
 
 
10
 
 
 
 
27
 
 
 
 
43
 
 
 
Part II. OTHER INFORMATION:
 
 
 
 
 
44
 
 
 
 
45
 
 
 
 
52
 
 
 
53

2
Table of Contents

Unless the context requires otherwise, the words ‘‘we,’’ “us,” ‘‘our,’’ ‘‘our company,’’ ‘‘Chembio,’’ and similar terms refer to Chembio Diagnostics, Inc. and its consolidated subsidiaries.

DPP, STAT-PAK, STAT-VIEW and SURE CHECK are our registered trademarks, and CHEMBIO, MICRO READER and our logo design are our trademarks. For convenience, these trademarks appear in this report without ® and ™ symbols, but that practice does not mean that we will not assert, to the fullest extent under applicable law, our rights to the trademarks.

FORWARD-LOOKING STATEMENTS AND STATISTICAL ESTIMATES

This report contains statements reflecting our views about our future performance that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identified through the inclusion of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “objective,” “outlook,” “plan,” “potential,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “would” or variations of such words or similar expressions. All statements addressing our future operating performance, and statements addressing events and developments that we expect or anticipate will occur in the future, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based upon currently available information, operating plans, and projections about future events and trends.

This report contains estimates, projections and other data concerning our industry, our business and the markets for our products. Where expressly stated, we obtained this industry, business, market and other data from reports, research surveys, studies and similar data prepared by the World Health Organization, or WHO. We also include data that we have compiled, obtained, identified or otherwise derived from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data and similar sources. Other than WHO, we do not expressly refer to the sources from which this data is derived.

Forward-looking statements and statistical estimates inherently involve risks and uncertainties that could cause actual results to differ materially from those predicted or expressed in this report. These risks and uncertainties include those described in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the Securities and Exchange Commission on March 13, 2020, in Part II, Item 1A. “Risk Factors” in our Quarterly Reoprt on Form 10-Q for the quarterly period ended March 31, 2020, as filed with the Securities and Exchange Commission on May 4, 2020, and in Part II, Item 1A, “Risk Factors,” of this report. You should interpret many of the risks identified in these reports as being heightened as a result of the ongoing and numerous adverse impacts of the COVID-19 pandemic. Investors are cautioned not to place undue reliance on any forward-looking statements or statistical estimates, which speak only as of the date they are made. We undertake no obligation to update any forward-looking statement or statistical estimate, whether as a result of new information, future events or otherwise.

3
Table of Contents

PART I
Item 1.
FINANCIAL STATEMENTS
 CHEMBIO DIAGNOSTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF

 
(Unaudited)
June 30, 2020
   
December 31, 2019
 
- ASSETS -
           
CURRENT ASSETS:
           
Cash and cash equivalents
 
$
36,427,468
   
$
18,271,352
 
Accounts receivable, net of allowance for doubtful accounts of $156,000 and $62,000 as of June 30, 2020 and December 31, 2019, respectively
   
2,610,587
     
3,661,325
 
Inventories, net
   
14,131,540
     
9,598,030
 
Prepaid expenses and other current assets
   
742,908
     
693,013
 
TOTAL CURRENT ASSETS
   
53,912,503
     
32,223,720
 
                 
FIXED ASSETS:
               
Property, plant and equipment, net
   
7,705,890
     
5,933,569
 
Finance lease right-of-use asset, net
   
258,884
     
210,350
 
                 
OTHER ASSETS:
               
Operating lease right-of-use assets, net
   
6,515,282
     
7,030,744
 
Intangible assets, net
   
3,605,194
     
3,914,352
 
Goodwill
   
5,534,624
     
5,872,690
 
Deposits and other assets
   
429,884
     
543,539
 
                 
TOTAL ASSETS
 
$
77,962,261
   
$
55,728,964
 
                 
- LIABILITIES AND STOCKHOLDERS’ EQUITY -
               
CURRENT LIABILITIES:
               
Accounts payable and accrued liabilities
 
$
9,290,887
   
$
5,526,243
 
Deferred revenue
   
4,097,155
     
125,000
 
Finance lease liabilities
   
55,712
     
41,894
 
Operating lease liabilities
   
776,691
     
568,294
 
Note payable
   
75,708
     
180,249
 
TOTAL CURRENT LIABILITIES
   
14,296,153
     
6,441,680
 
                 
OTHER LIABILITIES:
               
Long-term operating lease liabilities
   
6,565,019
     
6,969,603
 
Long-term finance lease liabilities
   
210,408
     
171,953
 
Long-term debt, less current portion, net
   
17,903,401
     
17,644,149
 
Deferred tax liability
   
250,326
     
466,326
 
                 
TOTAL LIABILITIES
   
39,225,307
     
31,693,711
 
                 
COMMITMENTS AND CONTINGENCIES
   
     
 
                 
STOCKHOLDERS’ EQUITY:
               
Preferred stock - 10,000,000 shares authorized; none outstanding
   
-
     
-
 
Common stock - $0.01 par value; 100,000,000 shares authorized; 20,194,832 shares and 17,733,617 shares issued at June 30, 2020 and December 31, 2019, respectively
   
201,948
     
177,335
 
Additional paid-in capital
   
124,143,171
     
95,433,077
 
Accumulated deficit
   
(84,428,349
)
   
(71,585,003
)
Treasury stock - 33,290 and 0 shares at cost, at June 30, 2020 and December 31, 2019, respectively
   
(150,919
)
   
-
 
Accumulated other comprehensive (loss) income
   
(1,028,897
)
   
9,844
 
TOTAL STOCKHOLDERS’ EQUITY
   
38,736,954
     
24,035,253
 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
 
$
77,962,261
   
$
55,728,964
 

See accompanying notes to condensed consolidated financial statements

4

CHEMBIO DIAGNOSTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
 
For the Three Months Ended
   
For the Six Months Ended
 
   
June 30, 2020
   
June 30, 2019
   
June 30, 2020
   
June 30, 2019
 
REVENUES:
                       
Net product sales
 
$
3,791,574
   
$
8,785,041
   
$
9,508,166
   
$
15,409,326
 
R&D and grant revenue
   
1,193,973
     
854,264
     
2,101,660
     
2,556,053
 
License and royalty revenue
   
125,625
     
248,831
     
360,929
     
465,022
 
TOTAL REVENUES
   
5,111,172
     
9,888,136
     
11,970,755
     
18,430,401
 
                                 
COSTS AND EXPENSES:
                               
Cost of product sales
   
5,670,737
     
6,989,975
     
10,045,179
     
12,001,611
 
Research and development expenses
   
1,922,306
     
2,101,020
     
3,881,159
     
4,318,652
 
Selling, general and administrative expenses
   
4,397,593
     
4,096,942
     
8,554,234
     
8,110,013
 
Severance, restructuring and other related costs
   
387,540
     
-
     
1,110,658
     
-
 
Acquisition costs
   
-
     
-
     
63,497
     
395,612
 
     
12,378,176
     
13,187,937
     
23,654,727
     
24,825,888
 
LOSS FROM OPERATIONS
   
(7,267,004
)
   
(3,299,801
)
   
(11,683,972
)
   
(6,395,487
)
                                 
OTHER INCOME:
                               
Interest (expense) income
   
(712,052
)
   
5,918
     
(1,374,192
)
   
12,602
 
                                 
LOSS BEFORE INCOME TAXES
   
(7,979,056
)
   
(3,293,883
)
   
(13,058,164
)
   
(6,382,885
)
                                 
Income tax benefit
   
(135,259
)
   
(107,203
)
   
(214,818
)
   
(379,672
)
                                 
NET LOSS
 
$
(7,843,797
)
 
$
(3,186,680
)
 
$
(12,843,346
)
 
$
(6,003,213
)
                                 
Basic loss per share
 
$
(0.42
)
 
$
(0.19
)
 
$
(0.71
)
 
$
(0.36
)
                                 
Diluted loss per share
 
$
(0.42
)
 
$
(0.19
)
 
$
(0.71
)
 
$
(0.36
)
                                 
Weighted average number of shares outstanding, basic
   
18,868,144
     
16,914,171
     
18,032,723
     
16,906,936
 
                                 
Weighted average number of shares outstanding, diluted
   
18,868,144
     
16,914,171
     
18,032,723
     
16,906,936
 

See accompanying notes to condensed consolidated financial statements

5

CHEMBIO DIAGNOSTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
 
 
 
For the Three Months Ended
   
For the Six Months Ended
 
 
 
June 30, 2020
   
June 30, 2019
   
June 30, 2020
   
June 30, 2019
 
Net loss
 
$
(7,843,797
)
 
$
(3,186,680
)
 
$
(12,843,346
)
 
$
(6,003,213
)
Other comprehensive loss:
                               
Foreign currency translation adjustments
   
(175,447
)
   
(313,225
)
   
(1,038,741
)
   
(111,039
)
Comprehensive loss
 
$
(8,019,244
)
 
$
(3,499,905
)
 
$
(13,882,087
)
 
$
(6,114,252
)

See accompanying notes to condensed consolidated financial statements

6

CHEMBIO DIAGNOSTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)

 
For The Six Months Ended June 30, 2020
 
   
Common Stock
   
Additional
Paid-in-Capital
   
Treasury
Stock
   
Accumulated
Deficit
   
Accumulated Other
Comprehensive
Income
   
Total
 
   
Shares
   
Amount
   
Shares
   
Amount
 
Balance at December 31, 2019
   
17,733,617
   
$
177,335
   
$
95,433,077
     
-
   
$
-
   
$
(71,585,003
)
 
$
9,844
   
$
24,035,253
 
                                                                 
Common Stock:
                                                               
Restricted stock issued
   
34,249
     
343
     
117,956
     
-
     
-
     
-
     
-
     
118,299
 
Restricted stock compensation, net 
   
(440,631
)
   
(4,406
)
   
(292,495
)
   
-
     
-
     
-
     
-
     
(296,901
)
Shares tendered for withholding taxes
   
-
     
-
     
145,056
     
(31,486
)
   
(145,056
)
   
-
     
-
     
-
 
                                                                 
Options:
                                                               
Stock option compensation
   
-
     
-
     
139,449
     
-
     
-
     
-
     
-
     
139,449
 
                                                                 
Comprehensive loss
   
-
     
-
     
-
     
-
     
-
     
-
     
(863,294
)
   
(863,294
)
                                                                 
Net loss
   
-
     
-
     
-
     
-
     
-
     
(4,999,549
)
   
-
     
(4,999,549
)
                                                                 
Balance at March 31, 2020
   
17,327,235
   
$
173,272
   
$
95,543,043
     
(31,486
)
 
$
(145,056
)
 
$
(76,584,552
)
 
$
(853,450
)
 
$
18,133,257
 
                                                                 
Common Stock:
                                                               
Issuance of stock, net
   
2,619,593
     
26,196
     
28,410,545
     
-
     
-
     
-
     
-
     
28,436,741
 
Restricted stock issued
   
18,858
     
189
     
(189
)
   
-
     
-
     
-
     
-
     
-
 
Restricted stock compensation, net
   
(29,543
)
   
(296
)
   
262,405
     
-
     
-
     
-
     
-
     
262,109
 
Shares tendered for withholding taxes
   
-
     
-
     
(192,161
)
   
(1,804
)
   
(5,863
)
   
-
     
-
     
(198,024
)
                                                                 
Options:
                                                               
Exercised
   
5,528
     
55
     
(55
)
   
-
     
-
     
-
     
-
     
-
 
Stock option compensation
   
-
     
-
     
122,115
     
-
     
-
     
-
     
-
     
122,115
 
                                                                 
Warrants exercised
   
253,161
     
2,532
     
(2,532
)
   
-
     
-
     
-
     
-
     
-
 
                                                                 
Comprehensive loss
   
-
     
-
     
-
     
-
     
-
     
-
     
(175,447
)
   
(175,447
)
                                                                 
Net loss
   
-
     
-
     
-
     
-
     
-
     
(7,843,797
)
   
-
     
(7,843,797
)
                                                                 
Balance at June 30, 2020
   
20,194,832
   
$
201,948
   
$
124,143,171
     
(33,290
)
 
$
(150,919
)
 
$
(84,428,349
)
 
$
(1,028,897
)
 
$
38,736,954
 

See accompanying notes to condensed consolidated financial statements

7
CHEMBIO DIAGNOSTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)

 
For The Six Months Ended June 30, 2019
 
   
Common Stock
   
Additional
Paid-in-Capital
   
Accumulated
Deficit
   
Accumulated Other
Comprehensive Income
   
Total
 
   
Shares
   
Amount
   
Amount
   
Amount
   
Amount
   
Amount
 
Balance at December 31, 2018
   
17,166,459
   
$
171,664
   
$
90,953,788
   
$
(57,909,874
)
 
$
112,196
   
$
33,327,774
 
                                                 
Common Stock:
                                               
Restricted stock compensation
   
-
     
-
     
281,248
     
-
     
-
     
281,248
 
                                                 
Options:
                                               
Stock option compensation
   
-
     
-
     
66,259
     
-
     
-
     
66,259
 
                                                 
Comprehensive loss
   
-
     
-
     
-
     
-
     
202,186
     
202,186
 
                                                 
Net loss
   
-
     
-
     
-
     
(2,816,533
)
   
-
     
(2,816,533
)
                                                 
Balance at March 31, 2019
   
17,166,459
   
$
171,664
   
$
91,301,295
   
$
(60,726,407
)
 
$
314,382
   
$
31,060,934
 
                                                 
Common Stock:
                                               
Restricted stock issued
   
375,000
     
3,750
     
(3,750
)
   
-
     
-
     
-
 
Restricted stock compensation
   
-
     
-
     
307,774
     
-
     
-
     
307,774
 
                                                 
Options:
                                               
Exercised
   
24,075
     
241
     
(241
)
   
-
     
-
     
-
 
Stock option compensation
   
-
     
-
     
69,097
     
-
     
-
     
69,097
 
                                                 
Comprehensive loss
   
-
     
-
     
-
     
-
     
(313,225
)
   
(313,225
)
                                                 
Net loss
   
-
     
-
     
-
     
(3,186,680
)
   
-
     
(3,186,680
)
                                                 
Balance at June 30, 2019
   
17,565,534
   
$
175,655
   
$
91,674,175
   
$
(63,913,087
)
 
$
1,157
   
$
27,937,900
 

See accompanying notes to condensed consolidated financial statements

8


CHEMBIO DIAGNOSTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED
(Unaudited)

 
June 30,2020
   
June 30, 2019
 
             
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Cash received from customers and grants
 
$
16,993,648
   
$
17,627,823
 
Cash paid to suppliers and employees
   
(22,751,210
)
   
(24,421,683
)
Cash paid for operating leases
   
(457,277
)
   
(305,157
)
Cash paid for finance leases
   
(9,367
)
   
-
 
Interest and taxes, net
   
(1,106,778
)
   
12,602
 
Net cash used in operating activities
   
(7,330,984
)
   
(7,086,415
)
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Patent application costs
   
(98,186
)
   
(72,295
)
Acquisition of and deposits on fixed assets
   
(2,351,160
)
   
(1,077,203
)
Acquisitions
   
-
     
145,760
 
Net cash used in investing activities
   
(2,449,346
)
   
(1,003,738
)
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Issuance of stock, net
   
28,436,741
     
-
 
Stimulus package loan
   
2,978,315
     
-
 
Payment of stimulus package loan
   
(2,978,315
)
   
-
 
Payments of tax withholding on stock award
   
(343,080
)
   
-
 
Payments on note payable
   
(104,542
)
   
(92,158
)
Payments on finance leases
   
(23,578
)
   
-
 
Net cash (used in) provided by financing activities
   
27,965,541
     
(92,158
)
                 
Effect of exchange rate changes on cash
   
(29,095
)
   
161,835
 
INCREASE (DECREASE)  IN CASH AND CASH EQUIVALENTS
   
18,156,116
     
(8,020,476
)
Cash and cash equivalents - beginning of the period
   
18,271,352
     
12,524,551
 
                 
Cash and cash equivalents - end of the period
 
$
36,427,468
     
4,504,075
 
                 
RECONCILIATION OF NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES:
               
                 
Net loss
 
$
(12,843,346
)
 
$
(6,003,213
)
Adjustments:
               
Depreciation and amortization
   
1,441,823
     
750,322
 
Benefit from deferred tax liability
   
(216,000
)
   
(379,672
)
Provision of doubtful accounts
   
94,262
     
-
 
Share based compensation
   
347,141
     
724,378
 
Changes in assets and liabilities:
               
Accounts receivable
   
1,050,738
     
(360,037
)
Inventories
   
(4,533,511
)
   
(1,219,454
)
Prepaid expenses and other current assets
   
(49,894
)
   
131,752
 
Deposits and other assets
   
113,655
     
(255,124
)
Accounts payable and accrued liabilities
   
3,291,993
     
(570,872
)
Deferred revenue
   
3,972,155
     
95,505
 
Net cash used in operating activities
 
$
(7,330,984
)
 
$
(7,086,415
)
                 
Supplemental disclosures for non-cash investing and financing activities:
               
Deposits on manufacturing equipment transferred to fixed assets
 
$
472,651
   
$
-
 
                 

See accompanying notes to condensed consolidated financial statements

9
CHEMBIO DIAGNOSTICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)



NOTE 1 — DESCRIPTION OF BUSINESS:

Chembio Diagnostics, Inc. (“Chembio”) and its subsidiaries (collectively with Chembio, the “Company”) develop and commercialize rapid tests used for the detection and diagnosis of infectious diseases.

The Company has been expanding its product portfolio based upon its proprietary DPP technology, a novel, rapid diagnostic platform that uses a drop of blood from the fingertip to provide high-quality, cost-effective diagnostic results in approximately 15 minutes.
 
The Company’s product development and commercialization efforts are focused on infectious disease testing. During the six months ended June 30, 2020, the Company refocused its business strategy on the development and commercialization of the DPP COVID-19 System, which consists of a new serological test for COVID-19 and a Micro Reader analyzer. In the six months ended June 30, 2020, the Company developed, received regulatory approval in the US, Brazil and Europe for, and commercialized the DPP COVID-19 System, and began developing its strategy for a portfolio of products both related to and expanding beyond COVID-19. Near the end of that period, the U.S. FDA revoked the Company’s Emergency Use Authorization for the DPP COVID-19 System, and the Company immediately began developing a revised version.

In addition to the DPP COVID-19 System, the Company has a broad portfolio of infectious disease products, which it expects to generate a diminished amount of revenue for the foreseeable future while it focuses on the development, manufacture, and commercialization of the DPP COVID-19 System and related products. Through Research & Development (“R&D”) Services, the Company is developing tests for a rare disease in collaboration with Takeda Pharmaceutical Company Limited and a biomarker development project in collaboration with AstraZeneca plc.

Large and growing markets have been established for these types of tests, initially in high prevalence regions where they are indispensable for large-scale prevention and treatment programs. More generally, the Company believes there is and will continue to be a growing demand for diagnostic products that can provide accurate, actionable diagnostic information in a rapid, cost-effective manner at the point of care.

The Company’s products are sold globally to medical laboratories and hospitals, governmental and public health entities, non-governmental organizations, medical professionals and retail establishments under the Company’s DPP, STAT PAK, SURE CHECK and STAT-VIEW registered trademarks or under the private labels of the Company’s marketing partners.
 
Through R&D Services, the Company develops tests for third parties using its DPP platform and, in limited cases, other platforms in projects that the Company believes have the potential to create value for the rest of its business. In addition, the Company routinely enters into arrangements with governmental and non-governmental organizations for the funding of certain R&D efforts.

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES:

(a)
Basis of Presentation:

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

The Company’s future working capital needs will depend on many factors, including the rate of its business and revenue growth, the timing of its continuing automation of U.S. manufacturing, and the timing of its investment in research and development as well as sales and marketing. If the Company is unable to increase its revenues and manage its expenses in accordance with its operating plan, it may need to reduce the level or slow the timing of the growth plans contemplated by its operating plan, which would likely curtail or delay the growth in its business contemplated by its operating plan and could impair or defer its ability to achieve profitability and generate cash flow, or to seek to raise additional funds through debt or equity financings, strategic relationships, or other arrangements.

10
CHEMBIO DIAGNOSTICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)
All adjustments contained in the accompanying unaudited condensed consolidated financial statements are of a normal recurring nature and are necessary to present fairly the financial position of the Company as of June 30, 2020. Interim results are not necessarily indicative of results that may be expected for any other interim period or for an entire year.

(b)
Use of Estimates:

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

(c)
Fair Value of Financial Instruments:

The carrying values for cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current liabilities approximate fair value due to the immediate or short-term maturity of these financial instruments. Included in cash and cash equivalents were $26.8 million and $16.0 million as of June 30, 2020 and December 31, 2019, respectively, of money market funds that are Level 1 fair value measurements under the hierarchy. The fair value of the Company’s total debt of $20.0 million (carrying value of $17.9 million) and $20.0 million (carrying value of $17.6 million) as of June 30, 2020 and December 31, 2019, respectively, is a Level 2 fair value measurement under the hierarchy, and the carrying value approximates fair value.

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

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

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

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

(d)
Cash and Cash Equivalents:

Cash and cash equivalents are defined as short-term, highly liquid investments with original maturities of three months or less, and include restricted cash of $3.3 million and $0 as of June 30, 2020 and December 31, 2019, respectively.

The Company is contractually obligated to maintain the restricted cash balance on deposit with a bank as security for the bank’s issuance of a guarantee on behalf of the Company for its performance under purchase orders from and related advance payments by a customer. The Company expects that the restriction will be released within the next twelve months.

(e)
Concentrations of Credit Risk:

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of temporary cash investments and trade receivables. The Company places its temporary cash instruments with well-known financial institutions and, at times, may maintain balances in excess of the Federal Deposit Insurance Corporation insurance limit. The Company monitors the credit ratings of the financial institutions to mitigate this risk. Concentration of credit risk with respect to trade receivables is principally mitigated by the Company’s ability to obtain letters of credit from certain foreign customers and its diverse customer base, both in number of customers and geographic locations.
11
CHEMBIO DIAGNOSTICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)

(f)
Fixed Assets:

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

(g)
License Agreements:

The Company records up-front payments related to license agreements as prepaids and amortizes them over their respective economic life. As of both June 30, 2020 and 2019, total prepaids related to license agreements were $100,000.

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

Long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. If there are indications of impairment, the Company uses future undiscounted cash flows of the related asset or asset grouping over the remaining life in measuring whether the assets are recoverable. In the event such cash flows are not expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value. No impairment of long-lived tangible and intangible assets was recorded for the six months ended June 30, 2020 or 2019.

(i)
Revenue Recognition:

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

Product Revenue

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

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

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

12
CHEMBIO DIAGNOSTICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)
The Company’s payment terms vary by the type and location of the Company’s customer and products or services offered. Payment terms differ by jurisdiction and customer, but payment is generally required in a term ranging from 30 to 60 days from date of shipment or satisfaction of the performance obligation.

Reserves for Discounts and Allowances

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

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

License and Royalty Revenue

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

R&D and Grant Revenue

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

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

13
CHEMBIO DIAGNOSTICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)
Disaggregation of Revenue

The following table disaggregates total revenues:

 
For the Three Months Ended
 
   
June 30, 2020
   
June 30, 2019
 
   
Exchange
Transactions
   
Non-Exchange
Transactions
   
Total
   
Exchange
Transactions
   
Non-Exchange
Transactions
   
Total
 
Net product sales
 
$
3,791,574
   
$
-
   
$
3,791,574
   
$
8,785,041
   
$
-
   
$
8,785,041
 
R&D and grant revenue
   
1,193,973
     
-
     
1,193,973
     
619,139
     
235,125
     
854,264
 
License and royalty revenue
   
125,625
     
-
     
125,625
     
248,831
     
-
     
248,831
 
   
$
5,111,172
   
$
-
   
$
5,111,172
   
$
9,653,011
   
$
235,125
   
$
9,888,136
 

 
For the Six Months Ended
 
   
June 30, 2020
   
June 30, 2019
 
   
Exchange
Transactions
   
Non-Exchange
Transactions
   
Total
   
Exchange
Transactions
   
Non-Exchange
Transactions
   
Total
 
Net product sales
 
$
9,508,167
   
$
-
   
$
9,508,166
   
$
15,409,326
   
$
-
   
$
15,409,326
 
R&D and grant revenue
   
2,101,660
     
-
     
2,101,660
     
1,392,204
     
1,163,849
     
2,556,053
 
License and royalty revenue
   
360,928
     
-
     
360,929
     
465,022
     
-
     
465,022
 
   
$
11,970,755
   
$
-
   
$
11,970,755
   
$
17,266,552
   
$
1,163,849
   
$
18,430,401
 

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

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

 
 
For the Three Months Ended
   
For the Six Months Ended
 
 
 
June 30, 2020
   
June 30, 2019
   
June 30, 2020
   
June 30, 2019
 
Africa
 
$
552,570
   
$
2,342,740
   
$
1,436,085
   
$
4,759,040
 
Asia
   
119,319
     
119,548
     
482,607
     
240,646
 
Europe & Middle East
   
1,635,016
     
1,107,558
     
3,811,172
     
3,250,779
 
Latin America
   
780,567
     
4,897,297
     
2,896,963
     
6,177,770
 
United States
   
2,023,699
     
1,420,993
     
3,343,928
     
4,002,166
 
   
$
5,111,172
   
$
9,888,136
   
$
11,970,755
   
$
18,430,401
 

Contract Liabilities

Deferred revenue relates to payments received in advance of performance under the contract. Deferred revenue is recognized as revenue as (or when) the Company performs under the contract. At June 30, 2020, the Company reported $4,097,155 in deferred revenue, of which $1.4 million is expected to be recognized during the three months ending September 30, 2020, and the remainder over the next 12 months.

(j)
Inventories:

Inventories consisted of the following at:

 
 
June 30, 2020
   
December 31, 2019
 
Raw materials
 
$
5,136,583
   
$
2,901,319
 
Work in process
   
2,609,407
     
793,343
 
Finished goods
   
6,385,550
     
5,903,368
 
 
 
$
14,131,540
   
$
9,598,030
 

14
CHEMBIO DIAGNOSTICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)

(k)
Loss Per Share:

Basic loss per share is computed by dividing net loss attributable to holders of Chembio’s common stock (“common stock”) by the weighted-average number of shares of common stock outstanding for the period excluding unvested restricted stock. Diluted loss per share for the six months ended June 30, 2020 and 2019 reflected the potential dilution from the exercise or conversion of other securities into common stock, if dilutive.

There were 56,995 and 641,839 restricted shares awards outstanding as of June 30, 2020 and 2019, respectively, that were not included in the calculation of diluted income per share for the three and six months ended June 30, 2020 and 2019, because their effect would have been anti-dilutive. There were 1,034,124 and 688,122 weighted-average options outstanding as of June 30, 2020 and 2019, respectively, that were not included in the calculation of diluted income per share for the three and six months ended June 30, 2020 and 2019, respectively, because their effect would have been anti-dilutive.

(l)
Research and Development:

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

(m)
Equity Plans:

Effective June 3, 2008, Chembio’s stockholders voted to approve the 2008 Stock Incentive Plan (the “SIP”), with 625,000 shares of common stock available to be issued. At the Annual Stockholder Meeting on September 22, 2011, Chembio’s stockholders voted to approve an increase to the shares of common stock issuable under the SIP by 125,000 to 750,000. Under the terms of the SIP, which expired during 2018, the Board of Directors of Chembio (the “Board”) or its Compensation Committee had the discretion to select the persons to whom awards were to be granted. Awards could be stock options, restricted stock and/or restricted stock units (collectively, “Equity Award Units”). The awards became vested at such times and under such conditions as determined by the Board or its Compensation Committee. Cumulatively through June 30, 2020, there were 694,000 options expired, forfeited or exercised, and at June 30, 2020, 56,000 options were outstanding. No Equity Award Units are available to be issued under the SIP.

Effective June 19, 2014, Chembio’s stockholders voted to approve the 2014 Stock Incentive Plan (the “SIP14”), with 800,000 shares of common stock available to be issued. Under the terms of the SIP14, the Board or its Compensation Committee has the discretion to select the persons to whom awards are to be granted. Awards can be in the form of Equity Award Units. The awards vest at such times and under such conditions as determined by the Board or its Compensation Committee. Cumulatively through June 30, 2020, there were 432,502 Equity Award Units expired, forfeited or exercised. At June 30, 2020, 346,437 Equity Award Units were outstanding, and 21,061 Equity Award Units remained available to be issued under the SIP14.

Effective June 18, 2019, Chembio’s stockholders voted to approve the 2019 Omnibus Incentive Plan (the “2019 Plan”), with 2,400,000 shares of common stock available to be issued. In addition, shares of common stock underlying any outstanding award granted under the 2019 Plan that, following the effective date of the 2019 Plan, expire, or are terminated, surrendered or forfeited for any reason without issuance of such shares, shall be available for the grant of new awards under the 2019 Plan. Under the terms of the 2019 Plan, the Board or its Compensation Committee has the discretion to select the persons to whom awards are to be granted. Awards can be in the form of options, stock appreciation rights, restricted stock, restricted stock units, or other stock-based awards under the 2019 Plan (collectively, “2019 Equity Units”). The 2019 Equity Units become vested at such times and under such conditions as determined by the Board or its Compensation Committee. Cumulatively through June 30, 2020, 436,728 2019 Equity Units has been exercised or forfeited. At June 30, 2020, 1,251,072 2019 Equity Units were outstanding, and 712,200 2019 Equity Units were available to be awarded under the 2019 Plan.

(n)
Stock-Based Compensation:

The fair value of restricted stock and performance/restricted stock unit awards are determined on the date of grant. Stock-based compensation expense for stock options is calculated using the Black-Scholes valuation model. Stock based compensation is reduced for actual forfeitures in the period in which the forfeiture occurs and generally recognized on a straight-line basis over the service period of the grant. During the three and six months ended June 30, 2020, 29,543 and 470,174 shares of restricted stock were forfeited, respectively.
15
CHEMBIO DIAGNOSTICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)

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

 
 
For The Three Months Ended
June 30,
   
For The Six Months Ended
June 30,
 
 
 
2020
   
2019
   
2020
   
2019
 
Cost of product sales
 
$
-
   
$
2,300
   
$
6,300
   
$
5,800
 
Research and development expenses
   
90,924
     
56,300
     
154,737
     
116,100
 
Selling, general and administrative expenses
   
293,301
     
318,300
     
610,089
     
602,478
 
Severance and related costs
   
-
     
-
     
(423,984
)
   
-
 
   
$
384,225
   
$
376,900
   
$
347,142
   
$
724,378
 

The weighted-average assumptions made in calculating the fair values of options are as follows:

 
For the Three and
Six Months Ended June 30, 2020
 
Expected term (in years)
   
6.3
 
Expected volatility
   
45.37
%
Expected dividend yield
   
0.00
%
Risk-free interest rate
   
1.33
%

The following table provides stock option activity for the six months ended June 30, 2020:

Stock Options
 
Number of
Shares
 
Weighted
 Average
 Exercise Price
 per Share
 
Weighted
 Average
Remaining
Contract
Term
 
Aggregate
Intrinsic
Value
Outstanding at December 31, 2019
 
642,625
 
$
5.79
 
3 years
 
$
285,925
                     
Granted
 
702,499
   
2.50
         
Exercised
 
(36,000)
   
6.30
       
95,976
Forfeited/expired/cancelled
 
(275,000)
   
3.59
         
Outstanding at June 30, 2020
 
1,034,124
 
$
4.12
 
6 years
 
$
598,628
Exercisable at June 30, 2020
 
224,333
 
$
7.24
 
3 years
 
$
-

As described in Note 5(f) – Litigation, the information in the above table and elsewhere in these notes does not reflect certain options that were received by Chembio’s former chief executive officer and that had vested as of the time of his resignation on January 3, 2020 because the Board’s Compensation Committee has determined that the former chief executive officer failed to exercise such options in a timely manner prior to their expiration.

The following table summarizes information about stock options outstanding at June 30, 2020:

 
Stock Options Outstanding
 
Stock Options Exercisable
Range of Exercise Prices
 
Number of
Shares
 
Average
Remaining
Contract Term
(Years)
 
Weighted
Average
Exercise
Price
 
Aggregate
Intrinsic
Value
 
Number of
Shares
 
Weighted
Average
Exercise
Price
 
Aggregate
Intrinsic
Value
$1 to $2.79999
 
672,616
 
6.71
 
$
2.36
 
$
598,628
 
-
 
$
-
 
$
-
$2.8 to $4.59999
 
-
 
-
   
-
   
-
 
-
   
-
   
-
$4.6 to $6.39999
 
106,758
 
2.94
   
5.78
   
-
 
58,125
   
5.77
   
-
$6.4 to $8.19999
 
207,875
 
3.56
   
7.31
   
-
 
147,458
   
7.28
   
-
$8.2 to $12
 
46,875
 
3.10
   
11.45
   
-
 
18,750
   
11.45
   
-
 Total
 
1,034,124
 
5.52
 
$
4.12
 
$
598,628
 
224,333
 
$
7.24
 
$
-

16
CHEMBIO DIAGNOSTICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)

As of June 30, 2020, there was $932,799 of net unrecognized compensation cost related to stock options that had not vested, which is expected to be recognized over a weighted-average period of approximately 2.57 years. The total fair value of shares vested during the six months ended June 30, 2020 and 2019 was $112,311 and $235,578, respectively.

The following table summarizes information about restricted stock, restricted stock units and performance stock units outstanding as of June 30, 2020:

 
Number of
Shares & Units
   
Weighted-
Average
Grant Date
Fair Value
 
Outstanding at December 31, 2019
   
545,986
   
$
7.47
 
                 
Granted
   
610,301
     
2.57
 
Vested
   
(66,728
)
   
3.62
 
Forfeited/expired/cancelled
   
(470,174
)
   
6.58
 
Outstanding at June 30, 2020
   
619,385
   
$
3.32
 

As of June 30, 2020, there was $1,551,837 of net unrecognized compensation cost related to restricted stock and restricted stock units that had not vested, which is expected to be recognized over a weighted-average period of approximately 2.29 years.

(o)
Geographic Information and Economic Dependency

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

 
 
For The Three Months Ended
June 30,
   
For The Six Months Ended
June 30,
 
 
 
2020
   
2019
   
2020
   
2019
 
Africa
 
$
552,570
   
$
2,342,740
   
$
1,436,085
   
$
4,759,040
 
Asia
   
119,319
     
119,548
     
482,607
     
240,646
 
Europe & Middle East
   
734,073
     
741,641
     
1,909,162
     
1,919,666
 
Latin America
   
780,567
     
4,897,297
     
2,896,963
     
6,177,770
 
United States
   
1,605,045
     
683,815
     
2,783,349
     
2,312,204
 
   
$
3,791,574
   
$
8,785,041
   
$
9,508,166
   
$
15,409,326
 

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

 
 
June 30, 2020
   
December 31, 2019
 
Asia
 
$
357,921
   
$
393,299
 
Europe & Middle East
   
171,767
     
165,029
 
Latin America
   
43,701
     
60,527
 
United States
   
7,132,501
     
5,314,714
 
 
 
$
7,705,890
   
$
5,933,569
 

(p)
Accounts Payable and Accrued Liabilities:

Accounts payable and accrued liabilities consisted of:

 
 
June 30, 2020
   
December 31, 2019
 
Accounts payable – suppliers
 
$
6,588,598
   
$
3,144,098
 
Accrued commissions and royalties
   
486,998
     
931,760
 
Accrued payroll
   
188,858
     
231,753
 
Accrued vacation
   
547,307
     
410,199
 
Accrued bonuses
   
350,479
     
215,000
 
Accrued severance
   
260,481
     
-
 
Accrued expenses – other
   
868,166
     
593,433
 
TOTAL
 
$
9,290,887
   
$
5,526,243
 

17
CHEMBIO DIAGNOSTICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)

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

The following table reflects changes in goodwill:

Beginning balance at December 31, 2019
 
$
5,872,690
 
Change in foreign currency exchange rate
   
(338,066
)
Balance at June 30, 2020
 
$
5,534,624
 

Intangible assets consisted of the following:

 
June 30, 2020
 
December 31, 2019
   
Weighted
Average
Remaining
Useful Life
 
Cost
 
Accumulated
Amortization
 
Net Book
Value
 
Cost
 
Accumulated
Amortization
 
Net Book
Value
Intellectual property
 
6
 
$
1,470,556
 
$
366,353
 
$
1,104,203
 
$
1,418,681
 
$
299,232
 
$
1,119,449
Developed technology
 
6
   
1,924,990
   
400,304
   
1,524,686
   
1,922,682
   
266,550
   
1,656,132
Customer contracts/relationships
 
7
   
1,232,474
   
327,525
   
904,949
   
1,325,521
   
270,902
   
1,054,619
Trade names
 
8
   
107,796
   
36,440
   
71,356
   
114,946
   
30,794
   
84,152
       
$
4,735,816
 
$
1,130,622
 
$
3,605,194
 
$
4,781,830
 
$
867,478
 
$
3,914,352

Intellectual property, developed technology, customer contracts/relationships and trade names are amortized over 10, 7, 10, and 11 years, respectively. Amortization expense for the six months ended June 30, 2020 and 2019 was approximately $287,253 and $306,700, respectively. Amortization expense, subject to changes in currency exchange rates, is expected to be $572,383 per year from 2020 through 2024, and total $1,031,987 for all remaining years combined.

(r)
Taxes:

At the end of each interim reporting period, the Company estimates its effective tax rate expected to be applied for the full year. This estimate is used to determine the income tax provision or benefit on a year-to-date basis, and may change in subsequent interim periods. Accordingly, the Company’s effective tax rate for the three and six months ended June 30, 2020 was 1.7% and 1.7%, compared to the effective tax rate of 3.3% and 6.0% for the three and six months ended June 30, 2019. The Company’s effective tax rates for both periods were affected primarily by a full valuation allowance on domestic net deferred tax assets and a benefit from foreign net operating losses.

(s)
Allowance for Doubtful Accounts:

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

(t)
Foreign Currency Translation:

The functional currency of a foreign subsidiary is the local currency. Assets and liabilities of foreign subsidiaries that use a currency other than U.S. dollars as their functional currency are translated to U.S. dollars at end of period currency exchange rates. The consolidated statements of operations of foreign subsidiaries are translated to U.S. dollars at average period currency exchange rates. The effect of translation for foreign subsidiaries is generally reported in other comprehensive (loss) income. Foreign transaction gains and losses have been immaterial.
18
CHEMBIO DIAGNOSTICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)

(u)
Acquisition Costs:

Acquisition costs include period expenses, primarily professional services, related to acquisition activities. For the six months ended June 30, 2020 and 2019, the Company recognized $63,497 and $395,612 in acquisition costs related to its acquisition of Orangelife and opTricon GmbH, respectively.

(v)
Recently Issued Accounting Standards:

Recently Adopted

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

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

ASU 2018-13, Fair Value Measurement - Disclosure Framework (Topic 820) (“ASU 2018-13”)

 
In August 2018, the FASB issued ASU 2018-13. ASU 2018-13 improves the disclosure requirements on fair value measurements. The updated guidance became effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company has evaluated the effects of this standard and determined that the adoption did not have a material impact on the Company’s consolidated financial statements.
 

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

In January 2017, the FASB issued ASU 2017-4. ASU 2017-4 simplifies the subsequent measurement of goodwill and eliminates Step 2 from the goodwill impairment test. ASU 2017-4 is effective for annual and interim goodwill tests beginning after December 15, 2019. The Company has evaluated the effects of this standard and determined that the adoption did not have a material impact on the Company’s consolidated financial statements.

Not Yet Adopted

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

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

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

In December 2019, the FASB issued ASU 2019-12. ASU 2019-12 removes certain exceptions for recognizing deferred taxes for investments, performing intra-period allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including deferred taxes for goodwill and allocating taxes for members of a consolidated group. ASU 2019-12 is effective for all entities for fiscal years beginning after December 15, 2020, and earlier adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2019-12 on its consolidated financial statements.
19
CHEMBIO DIAGNOSTICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)

(w)
Severance, restructuring and other related costs:

During the six months ended June 30, 2020, the Company recognized $0.7 million in net severance expenses related to the departure of Chembio’s former chief executive officer and the elimination of certain positions as part of its multi-faceted expense reduction program to reduce operating expenses. The Company undertook actions to adjust the size and composition of the organization, including by removing positions that were non-essential in light of its new business strategy, and to remove other expenses, all of which the Company expects expect will provide savings throughout, and after, 2020.

In light of market dynamics, the Company retrenched its Malaysian operations, including the termination of employment of its Malaysian workforce. The Company will maintain its Malaysian subsidiary and sustain the product registrations that were obtained throughout southeast Asia, with the benefit of having that entity and the WHO prequalification certified facility.

Based on these activities, the Company has taken restructuring actions totaling $0.4 million to realign and resize its production capacity and cost structure. All expenses have been paid as of June 30, 2020.


NOTE 3 – ACQUISITION:

Orangelife

On November 25, 2019, pursuant to a quota purchase agreement, the Company acquired all of the outstanding equity securities of Orangelife Comercio e Industria Ltda. (“Orangelife”), a privately held Brazilian company, that is an original equipment manufacturer of point-of-care tests approved by the Brazilian Health Surveillance Agency (Agência Nacional de Vigilância Sanitária, or “ANVISA”) for infectious diseases that include human immunodeficiency virus (“HIV”), Hepatitis C, Zika, Chikungunya and Dengue Fever. Orangelife tests are manufactured in its Rio de Janeiro facility, which is ISO-certified and approved by ANVISA to produce Class II/III/IV medical devices. The purchase price includes the following consideration:

●
$150,000 in cash and 153,707 shares of common stock.
●
Issuance of 316,456 shares of common stock to the founder and former chief executive officer of Orangelife, based on the transfer and approval of registration of certain of the Company’s product in Brazil prior to November 25, 2022. All of the shares may be deliverable in the event of change in control of Chembio. The number of shares issued was subject to adjustments based upon Orangelife’s working capital at closing. The fair value of the shares on the date of the acquisition was recorded in equity and was valued at $1.2 million.

The acquisition of Orangelife allowed the Company to expand its commercial presence by offering its products to the state, private and pharmacy markets in Brazil, in addition to providing local support to its long-time customer Bio-Manguinhos, a subsidiary of the Oswaldo Cruz Foundation (Fiocruz), which oversees development and production of vaccines, diagnostics, and biopharmaceuticals to meet the demands of Brazil’s national public health system. The results of Orangelife’s operations have been reflected in the consolidated financial statements since November 25, 2019.
20
CHEMBIO DIAGNOSTICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)

The acquisition was accounted for using the purchase method of accounting. The following table summarizes the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed on the closing date of November 25, 2019:

 
Amount
 
Net current assets
 
$
320,293
 
Property, plant and equipment and other assets
   
226,035
 
Inventory
   
289,205
 
Goodwill
   
986,058
 
Deferred tax liability
   
(50,000
)
Other intangible assets (estimated useful life):
       
Trade name (0.5 years)
   
5,000
 
Customer contracts / relationships (5 years)
   
195,000
 
Total consideration
 
$
1,971,591
 

The Company calculated the estimated fair value of the fixed assets based on the net book value of Orangelife, which approximated fair value. The estimated fair value of the trade name, customer contracts/relationships and contingent earnouts were based on discounted cash flows using management estimates.

As a result of the consideration paid exceeding the fair value of the net assets acquired, goodwill in the amount of $986,058 was recorded in connection with this acquisition, none of which is deductible for tax purposes. In addition, the Company recorded $200,000 in intangible assets associated with the addition of Orangelife’s trade name and customer base.

The following represents pro forma operating results for the year ended December 31, 2019 as if the operations of Orangelife had been included in the Company’s consolidated statements of operations effective as of January 1, 2019. This pro forma financial information is unaudited and presented for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred if the acquisition of Orangelife and the other transactions contemplated by this acquisition had been completed as of January 1, 2019, nor is it necessarily indicative of the future operating results of the Company and Orangelife on a combined and consolidated basis.

 
Unaudited
Pro Forma
December 31, 2019
 
Total revenues
 
$
35,157,248
 
Net loss
 
$
(13,654,001
)
Net loss per common share
 
$
(0.80
)
Diluted net loss per common share
 
$
(0.80
)


NOTE 4 – STOCKHOLDERS’ EQUITY:

(a)
Common Stock

During the first six months of 2020 and 2019, there were 36,000 and 46,875 options exercised, and 2,619,593 and 0 new shares issued in an underwritten secondary public offering, respectively.

(b)
Preferred Stock

Chembio has 10,000,000 shares of preferred stock authorized, none of which are outstanding. These shares can become issuable upon an approved resolution by the Board and the filing of a Certificate of Designation with the State of Nevada.
21
CHEMBIO DIAGNOSTICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)

(c)
Treasury Stock

Chembio has 33,290 shares of treasury stock from restricted stock awards that were remitted to satisfy tax withholding requirements.

(d)
Options, Restricted Stock and Restricted Stock Units

The Board or its Compensation Committee may grant options, restricted stock, and restricted stock units pursuant to equity incentive plans that have been approved by Chembio’s stockholders.

NOTE 5 – COMMITMENTS, CONTINGENCIES, AND CONCENTRATIONS:

(a)
Concentrations:

The following table discloses product sales the Company had to the only customer that purchased in excess of 10% of the Company’s net product sales for the periods indicated:

 
For The Three Months Ended
   
For The Six Months Ended
   
Accounts Receivable as of
 
   
June 30, 2020
   
June 30, 2019
   
June 30, 2020
   
June 30, 2019
   
June 30, 2020
   
Dec. 31, 2019
 
   
Sales
   
% of Sales
   
Sales
   
% of Sales
   
Sales
   
% of Sales
   
Sales
   
% of Sales
             
Customer 1
 
$
657,304
     
17.0
%
 
$
4,573,434
     
54
%
 
$
2,297,376
     
24.0
%
 
$
5,615,932
     
38
%
 
$
806,196
   
$
941,962
 
Customer 2
 
$
-
     
0.0
%
 
$
1,627,075
     
19
%
 
$
-
     
0.0
%
 
$
3,460,666
     
23
%
 
$
-
   
$
-
 

Revenue includes product sales only, while accounts receivable reflects the total due from the customer, including freight.

For the three and six months ended June 30, 2020 and 2019, there were no vendors that sold to the Company in excess of 10% of the Company’s total purchases.

The Company currently buys materials that are purchased under intellectual property rights agreements and are important components in its products. Management believes that other suppliers could provide similar materials on comparable terms. A change in suppliers, however, could cause a delay in manufacturing, either from the logistic and regulatory implications of changing suppliers or from product attributable changes to new components, any of which could result in a possible loss of sales and adversely affect operating results.

(b)
Governmental Regulation:

All of the Company’s existing and proposed diagnostic products are regulated by the U.S. Food and Drug Administration, the U.S. Department of Agriculture, certain U.S., state and local agencies, and/or comparable regulatory bodies in other countries. Most aspects of development, production, and marketing, including product testing, authorizations to market, labeling, promotion, manufacturing, and record keeping, are subject to regulatory review. After marketing approval has been granted, the Company must continue to comply with governmental regulations. Failure to comply with applicable requirements can lead to sanctions, including withdrawal of products from the market, recalls, refusal to authorize government contracts, product seizures, civil monetary penalties, injunctions, and criminal prosecution.
22
CHEMBIO DIAGNOSTICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)

(c)
Employment Contracts:

As of June 30, 2020, the Company had multi-year contracts with two key employees that include salaries presently aggregating $765,000 per year. The contracts expire in December 2020 and December 2022. The following table is a schedule of future minimum salary commitments related to those contracts as of June 30, 2020:

2020
 
$
382,500
 
2021
   
765,000
 
2022
   
400,000
 

(d)
Pension Plan:

Chembio has a 401(k) plan established for the Company's employees whereby the Company matches 40% of the first 5% of salary (or up to 2% of salary) that an employee contributes to the plan. For the six months ending June 30, 2020 and 2019, matching contribution expenses totaled $49,407, and $49,000, respectively.

(e)
Leases:

The Company leases  facilities in New York, Germany, Malaysia, and Brazil, and certain equipment.

The Company’s facility leases generally include optional renewal periods. Upon entering into a new facility lease, the Company evaluates the leasehold improvements and regulatory requirements related to its operations in that location. To the extent that the initial lease term of the related facility lease is less than the useful life of the leasehold improvements and potential regulatory costs associated with moving the facility, the Company concludes that it is reasonably certain that a renewal option will be exercised, and thus that renewal period is included in the lease term and the related payments are reflected in the right-of-use asset and lease liability.

The Company’s facility leases generally include fixed rental payments with defined annual increases. While certain of the Company’s facility leases are gross leases, the majority of the Company’s facility leases are net leases in which the Company makes separate payments to the lessor based on the lessor’s property and casualty insurance costs, the property taxes assessed on the property, and a portion of the common area maintenance where applicable. The Company has elected the practical expedient not to separate lease and non-lease components for all of the Company’s facility leases. The Company has also elected the practical expedient for short term lease exception for all of its facility leases.

The components of lease expense were as follows:

 
 
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
 
 
2020
   
2019
   
2020
   
2019
 
Operating lease expense
 
$
388,951
   
$
400,658
   
$
852,808
   
$
682,261
 
                                 
Finance lease cost
                               
Amortization of right-of-use assets
 
$
14,687
   
$
-
   
$
27,085
   
$
-
 
Interest on lease liabilities
   
5,156
     
-
     
9,367
     
-
 
Total finance lease expense
 
$
19,843
   
$
-
   
$
36,452
   
$
-
 
23
CHEMBIO DIAGNOSTICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)

Supplemental cash flow information related to leases was as follows:

 
 
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
 
 
2020
   
2019
   
2020
   
2019
 
Cash paid for amounts included in the measurement of lease liabilities:
                       
Operating cash flows for operating leases
 
$
292,058
   
$
147,107
   
$
457,277
   
$
305,157
 
Operating cash flows for finance leases
   
5,156
     
-
     
9,367
     
-
 
Financing cash flows for finance leases
   
12,666
     
-
     
23,578
     
-
 
Right-of-use assets obtained in exchange for lease obligations:
                               
Operating leases
   
-
     
-
     
-
     
6,949,611
 
Finance leases
 
$
47,499
   
$
233,722
   
$
75,852
   
$
233,722
 

Supplemental balance sheet information related to leases was as follows:

 
 
June 30, 2020
   
June 30, 2019
 
Finance Leases
           
Finance lease right of use asset
 
$
309,574
   
$
233,722
 
Accumulated depreciation
   
(50,690
)
   
-
 
Finance lease right of use asset, net
 
$
258,884
     
233,722
 
 
               
Weighted-Average Remaining Lease Term
               
Operating leases
 
9 years
   
10 years
 
Finance leases
 
4 years
   
5 years
 
 
               
Weighted-Average Discount Rate
               
Operating leases
   
8.62
%
   
8.52
%
Finance leases
   
9.73
%
   
7.0
%

During the three months ended March 31, 2019, the Company executed an operating sublease related to its former Holbrook, New York facility. The sublease ran conterminously with the base lease, for which the Company was primarily responsible until the end of the lease term in April 2020.

At the time of the initial assessment, the Company did not have an established incremental borrowing rate and the interest rates implicit in each of the leases were not readily determinable. Therefore, the Company used an interest rate based on the market place for the public debt. In September 2019, the Company entered into a credit agreement for a $20 million term loan as described on Note 6 - Long Term Debt.

Maturities of lease liabilities were as follows.

 
 
June 30, 2020
   
June 30, 2019
 
 
 
Operating
Leases
   
Finance
Leases
   
Operating
Leases
   
Finance
Leases
 
2019 and 2020
 
$
682,667
   
$
37,720
   
$
1,129,543
   
$
27,768
 
2021
   
1,209,787
     
75,440
     
998,071
     
55,536
 
2022
   
1,057,757
     
75,440
     
1,026,044
     
55,536
 
2023
   
1,026,272
     
75,440
     
1,011,085
     
55,536
 
2024
   
1,018,875
     
47,672
     
-
     
55,536
 
Thereafter
   
5,773,887
     
4,774
     
6,792,767
     
27,767
 
Total lease payments
 
$
10,769,245
   
$
316,486
   
$
10,957,510
   
$
277,679
 
Less: imputed interest
   
3,427,535
     
50,366
    <