UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
 
[x] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
       For the quarterly period ended June 30, 2019
 
 [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
     For the transition period from to
 
Commission File Number: 0-28666
 
AMERICAN BIO MEDICA CORPORATION
 
 (Exact name of registrant as specified in its charter)
 
  New York
  14-1702188
 (State or other jurisdiction of incorporation or organization)
 (I.R.S. Employer Identification No.)
 
  122 Smith Road, Kinderhook, New York
  12106
  (Address of principal executive offices)
  (Zip Code)
518-758-8158
 (Registrant's telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
ABMC
OTC Markets Pink
 
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 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files) Yes No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act
 
  Large accelerated filer ☐
 Accelerated filer ☐
Non-accelerated filer  ☐
  Smaller reporting company ☒
 
    Emerging Growth ☐
            
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  ☐
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ Yes ☒ No
 
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
 
32,545,776 Common Shares as of August 14, 2019


 
 
 
American Bio Medica Corporation
 
Index to Quarterly Report on Form 10-Q
For the quarter ended June 30, 2019
 
PART I – FINANCIAL INFORMATION
PAGE
 
Item 1. Condensed Financial Statements
 
Condensed Balance Sheets as of June 30, 2019 (unaudited) and December 31, 2018
 3
Condensed Unaudited Statements of Operations for the three and six months ended June 30, 2019 and June 30, 2018
 4
Condensed Unaudited Statements of Cash Flows for the six months ended June 30, 2019 and June 30, 2018
 6
Notes to Condensed Financial Statements (unaudited)
 7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 17
Item 3. Quantitative and Qualitative Disclosures About Market Risk
 22
Item 4. Controls and Procedures
 22
 
 
PART II – OTHER INFORMATION
 
 
Item 1. Legal Proceedings
 23
Item 1A. Risk Factors
 23
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 23
Item 3. Defaults Upon Senior Securities
 23
Item 4. Mine Safety Disclosures
 23
Item 5. Other Information
 23
Item 6. Exhibits
 23
 
 
Signatures  
 24
 
  
 
 
 
 
P ART I - FINANCIAL INFORMATION
 
I tem 1. Condensed Financial Statements
 
American Bio Medica Corporation
Condensed Balance Sheets
 
 
 
June 30,
 
 
December 31,
 
 
 
2019
 
 
2018
 
ASSETS
 
(Unaudited)
 
 
 
 
Current assets
 
 
 
 
 
 
Cash and cash equivalents
  $ 99,000  
  $ 113,000  
Accounts receivable, net of allowance for doubtful accounts of $36,000 at June 30, 2019 and $36,000 at December 31, 2018
    393,000  
    452,000  
Inventory, net of allowance of $280,000 at June 30, 2019 and $268,000 at December 31, 2018
    825,000  
    1,019,000  
Prepaid expenses and other current assets
    1,000  
    29,000  
Right of use asset – operating leases
    19,000  
    0  
Total current assets
    1,337,000  
    1,613,000  
Property, plant and equipment, net
    681,000  
    718,000  
Patents, net
    119,000  
    123,000  
Right of use asset – operating leases
    7,000  
    0  
Other assets
    21,000  
    21,000  
Total assets
  $ 2,165,000  
  $ 2,475,000  
LIABILITIES AND STOCKHOLDERS’ EQUITY
       
       
Current liabilities
       
       
Accounts payable
  $ 555,000  
  $ 359,000  
Accrued expenses and other current liabilities
    443,000  
    449,000  
Right of use liability – operating leases
    19,000  
    0  
Wages payable
    141,000  
    278,000  
Line of credit
    378,000  
    502,000  
Current portion of long-term debt, net of deferred finance costs
    1,040,000  
    237,000  
Total current liabilities
    2,576,000  
    1,825,000  
Long-term debt/other liabilities, net of current portion and deferred finance costs
    1,000  
    796,000  
Right of use liability – operating leases
    7,000  
    0  
Total liabilities
    2,584,000  
    2,621,000  
COMMITMENTS AND CONTINGENCIES
       
       
Stockholders' equity:
       
       
Preferred stock; par value $.01 per share; 5,000,000 shares authorized, none issued and outstanding at June 30, 2019 and December 31, 2018
    0  
    0  
Common stock; par value $.01 per share; 50,000,000 shares authorized; 32,545,776 issued and outstanding at June 30, 2019 and 32,279,368 issued and outstanding as of December 31, 2018
    325,000  
    323,000  
Additional paid-in capital
    21,425,000  
    21,404,000  
Accumulated deficit
    (22,169,000 )
    (21,873,000 )
Total stockholders’ equity
    (419,000 )
    (146,000 )
Total liabilities and stockholders’ equity
  $ 2,165,000  
  $ 2,475,000  
 
The accompanying notes are an integral part of the condensed financial statements
 
 
3
 
 
American Bio Medica Corporation
 Condensed Statements of Operations
(Unaudited)
 
 
 
For The Six Months Ended
 
 
 
June 30,
 
 
 
2019
 
 
2018
 
 
 
 
 
 
 
 
Net sales
  $ 1,880,000  
  $ 2,110,000  
 
       
       
Cost of goods sold
    1,269,000  
    1,301,000  
 
       
       
Gross profit
    611,000  
    809,000  
 
       
       
Operating expenses:
       
       
Research and development
    39,000  
    44,000  
Selling and marketing
    219,000  
    310,000  
General and administrative
    682,000  
    736,000  
 
    940,000  
    1,090,000  
 
       
       
Operating loss
    (329,000 )
    (281,000 )
 
       
       
Other income / (expense):
       
       
Interest expense
    (134,000 )
    (146,000 )
Other income, net
    169,000  
    15,000  
Interest income
    0  
    1,000  
 
    35,000  
    (130,000 )
 
       
       
Net loss before tax
    (294,000 )
    (411,000 )
 
       
       
Income tax expense
    (2,000 )
    (2,000 )
 
       
       
Net loss
  $ (296,000 )
  $ (413,000 )
 
       
       
Basic and diluted loss per common share
  $ (0.01 )
  $ (0.01 )
 
       
       
Weighted average number of shares outstanding – basic & diluted
    32,445,244  
    29,879,754  
 
The accompanying notes are an integral part of the condensed financial statements
 
 
4
 
 
American Bio Medica Corporation
 Condensed Statements of Operations
(Unaudited)
 
 
 
For The Three Months Ended
 
 
 
June 30,
 
 
 
2019
 
 
2018
 
 
 
 
 
 
 
 
Net sales
  $ 958,000  
  $ 1,069,000  
 
       
       
Cost of goods sold
    652,000  
    632,000  
 
       
       
Gross profit
    306,000  
    437,000  
 
       
       
Operating expenses:
       
       
Research and development
    20,000  
    19,000  
Selling and marketing
    107,000  
    148,000  
General and administrative
    334,000  
    344,000  
 
    461,000  
    511,000  
 
       
       
Operating loss
    (155,000 )
    (74,000 )
 
       
       
Other income / (expense):
       
       
Interest expense
    (67,000 )
    (76,000 )
Other income, net
    168,000  
    4,000  
Interest income
    0  
    1,000  
 
    101,000  
    (71,000 )
 
       
       
Net loss before tax
    (54,000 )
    (145,000 )
 
       
       
Income tax expense
    (2,000 )
    (2,000 )
 
       
       
Net loss
  $ (56,000 )
  $ (147,000 )
 
       
       
Basic and diluted loss per common share
  $ (0.00 )
  $ (0.00 )
 
       
       
Weighted average number of shares outstanding – basic & diluted
    32,521,675  
    29,936,111  
 
The accompanying notes are an integral part of the condensed financial statements
 
 
5
 
 
American Bio Medica Corporation
 Condensed Statements of Cash Flows
(Unaudited)
 
 
 
For The Six Months Ended
 
 
 
June 30
 
 
 
2019
 
 
2018
 
Cash flows from operating activities:
 
 
 
 
 
 
 Net loss
  $ (296,000 )
  $ (413,000 )
  Adjustments to reconcile net loss to net cash provided by / (used in) operating activities:
       
       
Depreciation and amortization
    42,000  
    42,000  
Amortization of debt issuance costs
    55,000  
    70,000  
Allowance for doubtful accounts
    0  
    4,000  
Provision for slow moving and obsolete inventory
    42,000  
    41,000  
Share-based payment expense
    3,000  
    7,000  
Director fee paid with restricted stock
    5,000  
    3,000  
Changes in:
       
       
Accounts receivable
    59,000  
    (168,000 )
Inventory
    153,000  
    171,000  
Prepaid expenses and other current assets
    28,000  
    64,000  
Accounts payable
    196,000  
    (25,000 )
Accrued expenses and other current liabilities
    (6,000 )
    48,000  
Wages payable
    (137,000 )
    (7,000 )
Net cash provided by / (used in) operating activities
    144,000  
    (166,000 )
Cash flows from investing activities:
       
       
Patent application costs
    0  
    (13,000 )
Net cash used in investing activities
    0  
    (13,000 )
Cash flows from financing activities:
       
       
Proceeds from debt financing
    48,000  
    150,000  
Payments on debt financing
    (81,000 )
    (81,000 )
Proceeds from lines of credit
    1,902,000  
    2,235,000  
Payments on lines of credit
    (2,027,000 )
    (2,085,000 )
         Net cash (used in) / provided by financing activities
    (158,000 )
    220,000  
Net change in cash and cash equivalents
    (14,000 )
    40,000  
Cash and cash equivalents - beginning of period
    113,000  
    36,000  
Cash and cash equivalents - end of period
  $ 99,000  
  $ 76,000  
Supplemental disclosures of cash flow information
       
       
Non-cash transactions:
       
       
Consulting expense prepaid with restricted stock
  $ 0  
  $ 42,000  
Debt issuance cost paid with restricted stock
  $ 14,000  
  $ 18,000  
Director fee paid with restricted stock
  $ 5,000  
  $ 3,000  
Patent application costs
  $ 0  
  $ 13,000  
Cash paid during period for interest
  $ 79,000  
  $ 76,000  
Cash paid during period for taxes
  $ 2,000  
  $ 2,000  
 
The accompanying notes are an integral part of the condensed financial statements
 
 
6
 
 
Notes to condensed financial statements (unaudited)
 
June 30, 2019
 
Note A - Basis of Reporting
 
The accompanying unaudited interim condensed financial statements of American Bio Medica Corporation (the “Company”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X. Accordingly, these unaudited interim condensed financial statements do not include all information and footnotes required by U.S. GAAP for complete financial statement presentation. These unaudited interim condensed financial statements should be read in conjunction with audited financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. In the opinion of management, the interim condensed financial statements include all normal, recurring adjustments which are considered necessary for a fair presentation of the financial position of the Company at June 30, 2019, and the results of operations for the three and six month periods ended June 30, 2019 and June 30, 2018 and cash flows for the six month periods ended June 30, 2019 and June 30, 2018.
 
Operating results for the six months ended June 30, 2019 are not necessarily indicative of results that may be expected for the year ending December 31, 2019. Amounts at December 31, 2018 are derived from audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
 
             During the six months ended June 30, 2019, with the exception of the adoption of ASU 2016-02, “Leases”, there were no significant changes to the Company’s critical accounting policies, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
 
The preparation of these interim condensed financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates estimates, including those related to product returns, bad debts, inventories, income taxes, warranty obligations, contingencies and litigation. The Company bases estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
 
These unaudited interim condensed financial statements have been prepared assuming that the Company will continue as a going concern and, accordingly, do not include any adjustments that might result from the outcome of this uncertainty. The independent registered public accounting firm’s report on the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, contained an explanatory paragraph regarding the Company’s ability to continue as a going concern. As of the date of this report, the Company’s current cash balances, together with cash generated from future operations and amounts available under the Company’s credit facilities may not be sufficient to fund operations through August 2020. The Company’s current line of credit matures on June 29, 2020. The maximum availability on the Company’s line of credit remains to be $1,500,000. However, the amount available under the Company’s line of credit is based upon the Company’s accounts receivable and inventory. As of June 30, 2019, based on the Company’s availability calculation, there were no additional amounts available under the Company’s line of credit because the Company draws any balance available on a daily basis. As of the date of this report, our credit facilities with Cherokee Financial, LLC have expiration dates of less than 12 months. Our total debt at June 30, 2019 with Cherokee Financial, LLC is $1,100,000. We do not expect cash from operations within the next 12 months to be sufficient to pay the amounts due under these credit facilities, which is due in full on February 15, 2020. We are continuing discussions with Cherokee Financial, LLC regarding a new facility that would refinance the amounts due under their current credit facilities
 
 
7
 
 
As discussed in more detail in “Cash Flow, Outlook/Risk”, if sales levels decline further, the Company will have reduced availability on its line of credit due to decreased accounts receivable balances. In addition, the Company would expect its inventory levels to continue to decrease if sales levels decline further, and this would also result in reduced availability on the Company’s line of credit. In addition to this reduced availability, in June 2018, the Company’s line of credit was amended to reduce the maximum availability under the inventory component of the line of credit over the remaining term of the line of credit; until the availability under the inventory component of the line of credit is $0. While this will not result in a material impact to the Company’s availability all at once, it will ultimately remove availability related to the Company’s inventory under the line of credit. If availability under the Company’s line of credit is not sufficient to satisfy its working capital and capital expenditure requirements, the Company will be required to obtain additional credit facilities or sell additional equity securities, or delay capital expenditures, which could have a material adverse effect on the business. There is no assurance that such financing will be available or that the Company will be able to complete financing on satisfactory terms, if at all.
 
Recently Adopted Accounting Standards
 
The Company adopted the following accounting standards set forth by the Financial Accounting Standards Board (“FASB”):
 
ASU 2016-02, “Leases”, issued in February 2016, requires a lessee to recognize a lease liability and a right-of-use asset on its balance sheet for all leases, including operating leases, with a term greater than 12 months. Lease classification will determine whether a lease is reported as a financing transaction in the income statement and statement of cash flows. ASU 2016-02 does not substantially change lessor accounting, but it does make certain changes related to leases for which collectability of the lease payments is uncertain or there are significant variable payments. Additionally, ASU 2016-02 makes several other targeted amendments including a) revising the definition of lease payments to include fixed payments by the lessee to cover lessor costs related to ownership of the underlying asset such as for property taxes or insurance; b) narrowing the definition of initial direct costs which an entity is permitted to capitalize to include only those incremental costs of a lease that would not have been incurred if the lease had not been obtained; c) requiring seller-lessees in a sale-leaseback transaction to recognize the entire gain from the sale of the underlying asset at the time of sale rather than over the leaseback term; and d) expanding disclosures to provide quantitative and qualitative information about lease transactions. ASU 2016-02 is effective for all annual and interim periods beginning January 1, 2019, and is required to be applied retrospectively to the earliest period presented at the date of initial application, with early adoption permitted.
 
ASU 2018-11, “Leases (Topic 842); Targeted Improvements” , issued in July 2018, provides a transition election to not restate comparative periods for the effects of applying the new standard. This transition election permits entities to change the date of initial application to the beginning of the year of adoption and to recognize the effects of applying the new standard as a cumulative-effect adjustment to the opening balance of retained earnings. The Company adopted the standards using the transition election and the cumulative effect adjustment to the opening balance of retained earnings did not have a material impact on the Company’s financial conditions or its results of operations.
 
ASU 2018-20, “Leases (Topic 842)” , issued in December 2018, clarifies that lessor costs paid directly to a third-party by a lessee on behalf of the lessor, are no longer required to be recognized in the lessor's financial statements.
 
ASU 2019-01, Leases (Topic 842)”, issued in March 2019 includes amendments that are of a similar nature to the items typically addressed in the Codification improvements project. However, FASB decided to issue a separate update for the improvements related to Update 2016-02 to increase stakeholders’ awareness of the amendments and to expedite the improvements.
 
The Company adopted ASU 2016-02, ASU 2018-11, ASU 2018-20 and ASU 2019-01 in the First Quarter 2019. In reviewing the Company’s current leases, there were two operating leases that fell within the scope of the standard, as amended, one for a copier in the Company’s New York facility and another lease related to the Company’s New Jersey facility. Starting in the First Quarter 2019, the Company is recognizing a lease liability and a right-of-use asset on its balance sheet related to both of these leases.
 
 
8
 
 
ASU 2017-11, “Earnings Per Share, Distinguishing Liabilities from Equity, Derivatives and Hedging”, issued in July 2017, changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature will no longer preclude equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) would not be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). ASU 2017-11 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The Company adopted ASU 2017-11 in the First Quarter 2019 and the adoption did not have an impact on its financial position or results of operations.
 
ASU 2018-07, “Compensation - Stock Compensation/Improvements to Nonemployee Share-Based Payment Accounting”, issued in June 2018, expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The requirements of Topic 718 must be applied to nonemployee awards except for certain exemptions specified in the amendment. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim reporting periods within that fiscal year. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company adopted ASU 2018-07 in the First Quarter 2019 and the adoption did not have a material impact, on its financial position or results of operations considering the limited occasions where the Company has issued share based awards to nonemployees for goods or services.
 
Accounting Standards Issued; Not Yet Adopted
 
ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement” , issued in August 2018, adds, modifies and removes several disclosure requirements relative to the three levels of inputs used to measure fair value in accordance with Topic 820, “Fair Value Measurement.” ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. Early adoption is permitted. The Company is evaluating the impact of ASU 2018-13.
 
Any other new accounting pronouncements recently issued, but not yet effective, have been reviewed and determined to be not applicable or were related to technical amendments or codification. As a result, the adoption of such new accounting pronouncements, when effective, is not expected to have a material effect on the Company’s financial position or results of operations.
 
Reclassifications
 
Certain items have been reclassified from the prior year to conform to the current year presentation.
 
Note B – Inventory
 
Inventory is comprised of the following:
 
 
 
June 30,
2019
 
 
December 31,
2018
 
 
 
 
 
 
 
 
Raw Materials
  $ 743,000  
  $ 778,000  
Work In Process
    170,000  
    184,000  
Finished Goods
    192,000  
    325,000  
Allowance for slow moving and obsolete inventory
    (280,000 )
    (268,000 )
 
  $ 825,000  
  $ 1,019,000  
 
 
9
 
 
Note C – Net Loss Per Common Share
 
             Basic net loss per common share is calculated by dividing the net loss by the weighted average number of outstanding common shares during the period. Diluted net loss per common share includes the weighted average dilutive effect of stock options and warrants. Potential common shares outstanding as of June 30, 2019 and 2018:
 
 
 
June 30,
2019
 
 
June 30,
2018
 
 
 
 
 
 
 
 
Warrants
    2,000,000  
    2,000,000  
Options
    2,302,000  
    2,227,000  
 
    4,302,000  
    4,227,000  
 
The number of securities not included in the diluted net loss per share for the three and six months ended June 30, 2019 was 4,302,000 as their effect would have been anti-dilutive due to the net loss in the three and six months ended June 30, 2019. The number of securities not included in the diluted net loss per share for the three and six months ended June 30, 2018 was 4,227,000 as their effect would have been anti-dilutive due to the net loss in the three and six months ended June 30, 2018.
 
Note D – Litigation/Legal Matters
 
ABMC v. Todd Bailey
 
The Company has ongoing litigation in the Northern District of New York against Premier Biotech Inc., and its principal, Todd Bailey (“Bailey”) (together the “Defendants”) that was filed in February 2017. Bailey formerly served as the Company’s Vice President of Sales and Marketing and as a sales consultant until December 23, 2016. The complaint seeks damages related to any profits and revenues that results from action taken by the Defendants related to Company customers.
 
In early 2017, the Company became aware of actions taken by the Defendants, including but not limited to, action taken specifically related to a Company contract with a state agency (held by the Company in excess of 10 years). The Company believes that the Defendants actions related to this customer and a RFP that was issued by the state agency resulted in the loss of the contract award to the Company and the award of the contract to Peckham Vocational Industries, Inc. (a then vendor of the Company) and Premier Biotech, Inc. in July 2017. This contract historically accounted for 10-15% of the Company’s annual revenue. The Company did protest the award of the contract to Peckham and Premier Biotech, and the state agency advised the Company on July 26, 2017 that they denied the Company’s protest of the award. The Company continued to hold a contract with the agency through September 30, 2017.
 
After the award of the contract, the Company amended its complaint against the Defendants to show actual damages caused by the Defendants and to show proprietary and confidential information (belonging to the Company) used by the Defendants in their response to the RFP. This confidential information belonging to the Company enabled the Defendants to comply with specifications of the RFP and undercut the Company’s pricing. The Defendants filed a response to the court opposing the Company’s supplemental motion and the Company filed reply papers to the Defendants response on November 2, 2017.
 
In January 2018, the court ruled on the motion to dismiss (that was filed by the Defendants in 2017). The court found that there was jurisdiction over the Defendants. The court did not rule on the other motions before them. In February 2018, the Company filed a motion for reconsideration and for leave to serve a supplemental/amended complaint. The new filing addressed (among other things) the Company’s intent to further supplement its complaint based on additional (subsequent) damage alleged by the Company on the part of the Defendants. In September 2018, the court ruled on the motions filed in February 2018. The court granted in part and denied in part our motions for reconsideration. More specifically, our motions supplementing claims of the Bailey’s breach of contract and damages related to the same, and Bailey’s misappropriation of the Company’s trade secrets were granted. The Company’s motions related to unjust enrichment and tortious interference were not granted. Defendants’ motion to dismiss was once again denied. The Company filed its supplemental motions as required on October 12, 2018. On November 1, 2018, the Defendants filed their response to our supplemental motions. In January 2019, an initial conference was held to discuss the case management plan and exchange mandatory disclosures. On January 31, 2019, the court referred the case for participation in the Mandatory Mediation Program.
 
In January 2019, Bailey’s complaint previously filed in Minnesota was transferred as a counter-claim in the Company’s complaint against Bailey. Bailey is seeking deferred commissions of $164,000 he alleges are owed to him by the Company. These amounts were originally deferred under a deferred compensation program initiated in 2013; a program in which Bailey was one of the participants. The Company has responded to the Bailey counterclaim and believes these amounts are not due to Bailey given the actions indicated in the Company’s litigation. (See Note G- Subsequent Event).
 
 
10
 
 
Note E – Line of Credit and Debt
 
 
 
June 30,
2019
 
 
December 31,
2018
 
Loan and Security Agreement with Cherokee Financial, LLC: 5 year note at an annual interest rate of 8% plus a 1% annual oversight fee, interest only and oversight fee paid quarterly with first payment being made on May 15, 2015, annual principal reduction payment of $75,000 due each year beginning on February 15, 2016, with a final balloon payment being due on February 15, 2020. Loan is collateralized by a first security interest in building, land and property.
  $ 900,000
 
  $ 975,000
 
Crestmark Line of Credit: 3 year line of credit maturing on June 22, 2020 with interest payable at a variable rate based on WSJ Prime plus 3% with a floor or 5.25%; loan fee of 0.5% annually & monthly maintenance fee of 0.3% on actual loan balance from prior month. Early termination fee of 2% if terminated prior to natural expiration. Loan is collateralized by first security interest in receivables and inventory and the all-in interest rate as of the date of this report is 13.83%.
    378,000  
    502,000  
Crestmark Equipment Term Loan: 38 month equipment loan related to the purchase of manufacturing equipment, at an interest rate of WSJ Prime Rate plus 3%; or 8.50% as of the date of this report.
    13,000
 
    19,000  
2018 Term Loan with Cherokee Financial LLC: 1 year note at an annual interest rate of 12% paid quarterly in arrears with first interest payment being made on May 15, 2018 and a balloon payment being due on February 15, 2019. Loan was refinanced in February 2019.
    0
 
    150,000  
2019 Term Loan with Cherokee Financial, LLC: 1 year note at an annual fixed interest rate of 18% paid quarterly in arrears with first interest payment being made on May 15, 2019 and a balloon payment being due on February 15, 2020.
    200,000  
    0  
 
    1,491,000  
    1,646,000  
Less debt discount & issuance costs (Cherokee Financial LLC loans)
    (72,000 )
    (111,000 )
Total debt, net
    1,419,000  
    1,535,000  
 
       
       
Current portion
    1,418,000  
    739,000  
Long-term portion, net of current portion
  $ 1,000  
  $ 796,000  
 
LOAN AND SECURITY AGREEMENT WITH CHEROKEE FINANCIAL, LLC (“CHEROKEE”)
 
On March 26, 2015, the Company entered into a LSA with Cherokee (the “Cherokee LSA”). The debt with Cherokee is collateralized by a first security interest in real estate and machinery and equipment. The Company received net proceeds of $80,000 after $1,015,000 of debt payments, and $105,000 in other expenses and fees. The expenses and fees (with the exception of the interest expense) are being deducted from the balance on the Cherokee LSA and are being amortized over the term of the debt (in accordance with ASU No. 2015-03). Under the Cherokee LSA, the Company was provided the sum of $1,200,000 in the form of a 5-year Note at a fixed annual interest rate of 8%. The Company is making interest only payments quarterly on the Cherokee LSA, with the first interest payment paid on May 15, 2015. The Company is also required to make an annual principal reduction payment of $75,000 on each anniversary of the date of the closing; with the first principal reduction payment being made on February 15, 2016 and the most recent principal reduction payment being made on February 15, 2019; partially with proceeds received from a new, larger term loan with Cherokee (See 2019 Term Loan with Cherokee within this Note E). A final balloon payment is due on February 15, 2020. In addition to the 8% interest, the Company pays Cherokee a 1% annual fee for oversight and administration of the loan. This oversight fee is paid in cash and is paid contemporaneously with the quarterly interest payments. The Company can pay off the Cherokee loan at any time with no penalty; except that a 1% administration fee would be required to be paid to Cherokee to close out all participations.
 
 
11
 
   
The Company recognized $83,000 in interest expense related to the Cherokee LSA in the six months ended June 30, 2019 (of which $47,000 is debt issuance cost amortization recorded as interest expense), and, $87,000 in interest expense related to the Cherokee LSA in the six months ended June 30, 2018 (of which $47,000 is debt issuance cost amortization recorded as interest expense). The Company had $9,000 in accrued interest expense at June 30, 2019 and $13,000 in accrued interest expense at June 30, 2018.
 
The Company recognized $42,000 in interest expense related to the Cherokee LSA in the three months ended June 30, 2019 (of which $23,000 is debt issuance cost amortization recorded as interest expense) and, $43,000 in interest expense related to the Cherokee LSA in the three months ended June 30, 2018 (of which $23,000 is debt issuance cost amortization recorded as interest expense).
 
As of June 30, 2019, the balance on the Cherokee LSA was $900,000; however the discounted balance was $837,000. As of December 31, 2018, the balance on the Cherokee LSA was $975,000; however the discounted balance was $866,000.
 
LINE OF CREDIT WITH CRESTMARK BANK (“CRESTMARK”)
 
On June 29, 2015 (the “Closing Date”), the Company entered into a Loan and Security Agreement (“LSA”) with Crestmark related to a revolving line of credit (the “Crestmark LOC”). The Crestmark LOC is used for working capital and general corporate purposes and expires on June 22, 2020.
 
The Crestmark LOC provides the Company with a revolving line of credit up to $1,500,000 (“Maximum Amount”) with a minimum loan balance requirement of $500,000. At June 30, 2019, the Company did not meet this minimum loan balance requirement as our balance was $378,000. Under the LSA, Crestmark has the right to calculate interest on the minimum balance requirement rather than the actual balance on the Crestmark LOC. The Crestmark LOC is secured by a first security interest in the Company’s inventory, and receivables and security interest in all other assets of the Company (in accordance with permitted prior encumbrances).
 
The Maximum Amount is subject to an Advance Formula comprised of: 1) 90% of Eligible Accounts Receivables (excluding, receivables remaining unpaid for more than 90 days from the date of invoice and sales made to entities outside of the United States), and 2) up to 40% of eligible inventory plus up to 10% of Eligible Generic Packaging Components not to exceed the lesser of $350,000, or 100% of Eligible Accounts Receivable. However, as a result of an amendment executed on June 25, 2018, the amount available under the inventory component of the line of credit was changed to 40% of eligible inventory plus up to 10% of Eligible Generic Packaging Components not to exceed the lesser of $250,000 (“Inventory Sub-Cap Limit”) or 100% of Eligible Accounts Receivable. In addition, the Inventory Sub-Cap Limit is being permanently reduced by $10,000 per month as of July 1, 2018 and thereafter on the first day of the month until the Inventory Sub-Cap Limit is reduced to $0.
 
So long as any obligations are due to Crestmark, the Company must comply with a minimum Tangible Net Worth (“TNW”) Covenant. As a result of an amendment executed on June 25, 2018, the TNW covenant was reduced from $650,000 to $150,000 as of June 30, 2018. Additionally, if a quarterly net income is reported, the TNW covenant will increase by 50% of the reported net income. If a quarterly net loss is reported, the TNW covenant will remain the same as the prior quarter’s covenant amount. TNW is still defined as: Total Assets less Total Liabilities less the sum of (i) the aggregate amount of non-trade accounts receivables, including accounts receivables from affiliated or related persons, (ii) prepaid expenses, (iii) deposits, (iv) net lease hold improvements, (v) goodwill and (vi) any other asset that would be treated as an intangible asset under GAAP; plus Subordinated Debt. Subordinated Debt means any and all indebtedness presently or in the future incurred by the Company to any creditor of the Company entering into a written subordination agreement with Crestmark. The Company has not complied with the TNW covenant since the year ended December 31, 2017 but, has received waivers from Crestmark. As consideration for the granting of the waiver for December 31, 2017, Crestmark increased the interest rate on the Crestmark LOC from Prime Rate plus 2% to Prime Rate plus 3%. The increase in interest rate was effective as of May 1, 2018. Thereafter, and through the quarter ended March 31, 2019, the Company was charged a fee of $5,000 for each waiver. In June 2019, the Crestmark LSA was amended to lower than TNW Covenant to (-$600,000) and to remove the quarterly net income requirements indicated previously within this paragraph. The Company is in compliance with the TNW covenant as of June 30, 2019.
 
 
12
 
 
If the Company terminates the LSA prior to June 22, 2020, an early exit fee of 2% of the Maximum Amount (plus any additional amounts owed to Crestmark at the time of termination) would be due.
 
In the event of a default of the LSA, which includes but is not limited to, failure of the Company to make any payment when due and non-compliance with the TNW covenant (that is not waived by Crestmark), Crestmark is permitted to charge an Extra Rate. The Extra Rate is the Company’s then current interest rate plus 12.75% per annum.
 
Interest on the Crestmark LOC is at a variable rate based on the Prime Rate plus 3% with a floor of 5.25%. As of June 30, 2019, the interest only rate on the Crestmark LOC was 8.50%. As of June 30, 2019, with all fees considered (the interest rate + an Annual Loan Fee of $7,500 + a monthly maintenance fee of 0.30% of the actual average monthly balance from the prior month), the interest rate on the Crestmark LOC was 13.83%.
 
The Company recognized $25,000 in interest expense related to the Crestmark LOC in the six months ended June 30, 2019 ($0 of which is debt issuance cost amortization recorded as interest expense). The Company recognized $44,000 in interest expense related to the Crestmark LOC in the six months ended June 30, 2018 (of which $15,000 is debt issuance cost amortization recorded as interest expense).
 
The Company recognized $12,000 in interest expense related to the Crestmark LOC in the three months ended June 30, 2019 ($0 of which is debt issuance cost amortization recorded as interest expense). The Company recognized $23,000 in interest expense related to the Crestmark LOC in the three months ended June 30, 2018 (of which $7,000 is debt issuance cost amortization recorded as interest expense).
 
Given the nature of the administration of the Crestmark LOC, at June 30, 2019, the Company had $0 in accrued interest expense related to the Crestmark Line of Credit, and there is $0 in additional availability under the Crestmark LOC.
 
As of June 30, 2019, the balance on the Crestmark LOC was $378,000, and as of December 31, 2018, the balance on the Crestmark LOC was $502,000.
 
EQUIPMENT LOAN WITH CRESTMARK
 
On May 1, 2017, the Company entered into term loan with Crestmark in the amount of $38,000 related to the purchase of manufacturing equipment. The equipment loan is collateralized by a first security interest in a specific piece of manufacturing equipment. The Company executed an amendment to its LSA and Promissory Note with Crestmark. The amendments addressed the inclusion of the term loan into the LSA and an extension of the Crestmark LOC. No terms of the Crestmark LOC were changed in the amendment. The interest rate on the term loan is the WSJ Prime Rate plus 3%; or 8.50% as of the date of this report.
 
The Company incurred $1,000 in interest expense in the six months ended June 30, 2019 and $1,000 in interest expense in the six months ended June 30, 2018 related to the Equipment Loan. The Company incurred less than $1,000 in interest expense in both the three months ended June 30, 2019 and June 30, 2018 related to the Equipment Loan. The balance on the Equipment Loan is $13,000 at June 30, 2019 and $19,000 at December 31, 2018.
 
2018 TERM LOAN WITH CHEROKEE
 
On March 2, 2018, the Company entered into a one-year Loan Agreement made as of February 15, 2018 (the “Closing Date”) with Cherokee under which Cherokee provided the Company with $150,000 (the “2018 Cherokee Term Loan”). The proceeds from the 2018 Cherokee Term Loan were used by the Company to pay a $75,000 principal reduction payment to Cherokee that was due on February 15, 2018 and $1,000 in legal fees incurred by Cherokee. Net proceeds (to be used for working capital and general business purposes) were $74,000.
 
The annual interest rate for the 2018 Cherokee Term Loan was 12% to be paid quarterly in arrears with the first interest payment being made on May 15, 2018. The 2018 Cherokee Term Loan was required to be paid in full on February 15, 2019. In connection with the 2018 Cherokee Term Loan, the Company issued 150,000 restricted shares of common stock to Cherokee on March 8, 2018.
 
 
13
 
 
The Company recognized $3,000 in interest expense related to the 2018 Cherokee Term Loan in the six months ended June 30, 2019, (of which $1,000 was debt issuance cost amortization recorded as interest expense), and $14,000 in interest expense in the six months ended June 30, 2018, (of which $8,000 was debt issuance cost amortization recorded as interest expense). The Company recognized $0 in interest expense related to the 2018 Cherokee Term Loan in the three months ended June 30, 2019 (as the 2018 Cherokee Term Loan was paid in full with the proceeds of the 2019 Cherokee Term Loan), and $9,000 in interest expense in the three months ended June 30, 2018 (of which $5,000 was debt issuance costs recorded as interest expense).
 
At June 30, 2019, the balance on the 2018 Cherokee Term Loan was $0, and at December 31, 2018, the balance on the 2018 Cherokee Term Loan was $150,000.
 
2019 TERM LOAN WITH CHEROKEE
 
On February 25, 2019 (the “Closing Date”), the Company entered into an agreement dated (and effective) February 13, 2019 (the “Agreement”) with Cherokee under which Cherokee is providing the Company with a loan in the amount of $200,000 (the “2019 Cherokee Term Loan”). The Agreement provided the Company with $200,000; $150,000 of which was used to satisfy the 2018 Cherokee Term Loan and an additional $50,000 in gross proceeds; $48,000 in net proceeds after Cherokee’s legal fees in connection with the financing. The Company utilized the net proceeds to pay a portion of the $75,000 principal reduction payment under the Company’s Loan and Security Agreement with Cherokee (with the remaining $27,000 being paid with cash on hand).
 
The annual interest rate under the new term loan is 18% paid quarterly in arrears with the first interest payment being made on May 15, 2019. The loan is required to be paid in full on February 15, 2020 unless paid off earlier (with no penalty) at the Company’s sole discretion. In connection with the 2019 Cherokee Term Loan, the Company issued 200,000 restricted shares of common stock to Cherokee in the three months ended March 31, 2019.
 
In the event of default, this includes, but is not limited to, the Company’s inability to make any payments due under the Agreement, Cherokee has the right to increase the interest rate on the financing to 20%, automatically add a delinquent payment penalty of $20,000 to the outstanding principal and the Company would be required to issue an additional 200,000 shares of restricted common stock.
 
The Company recognized $22,000 in interest expense related to the 2019 Cherokee Term Loan in the six months ended June 30, 2019, (of which $7,000 is debt issuance cost amortization recorded as interest expense), and $0 in interest expense in the six months ended June 30, 2018 (as the 2019 Cherokee Term Loan was not yet in place). The Company recognized $13,000 in interest expense related to the 2019 Cherokee Term Loan in the three months ended June 30, 2019, (of which $4,000 was debt issuance cost amortization recorded as interest expense), and $0 in interest expense in the three months ended June 30, 2018 (as the 2019 Cherokee Term Loan was not yet in place). The Company had $5,000 in accrued interest related to the 2019 Cherokee Term Loan at June 30, 2019.
 
The balance on the 2019 Term Loan is $200,000 at June 30, 2019 (however, the discounted balance is $191,000), and $0 at December 31, 2018 (as the facility was not in place at December 31, 2018).
 
NOTE F – Stock Options and Warrants
 
The Company currently has two non-statutory stock option plans, the Fiscal 2001 Non-statutory Stock Option Plan (the “2001 Plan”) and the 2013 Equity Compensation Plan (the “2013 Plan”). Both plans have been adopted by our Board of Directors and approved by our shareholders. Both the 2001 Plan and the 2013 Plan have options available for future issuance. Any common shares issued as a result of the exercise of stock options would be new common shares issued from our authorized issued shares.
 
 
14
 
 
During the three months ended June 30, 2019, the Company issued options to purchase 20,000 shares of stock to each of its non-employee board members as an annual stock option grant (for a total of 80,000 options) under the 2001 Plan. During the three months ended June 30, 2018, the Company issued options to purchase 20,000 shares of stock to each of its non-employee board members as an annual stock option grant (for a total of 80,000 options) under the 2001 Plan.
 
Stock option activity for the six months ended June 30, 2019 and June 30, 2018 is summarized as follows (the figures contained within the tables below have been rounded to the nearest thousand):
 

 
  Six months ended June 30, 2019
 
 
Six months ended June 30, 2018
 
 
 
 
Shares
 
 
Weighted Average Exercise Price
 
 
Aggregate
Intrinsic Value as of
June 30,
2019
 
 
 
Shares
 
 
Weighted Average Exercise Price
 
 
Aggregate Intrinsic Value as of
June 30,
2018
 
Options outstanding at beginning of period
    2,222,000  
  $ 0.13  
 
 
 
    2,147,000  
  $ 0.13  
 
 
 
Granted
    80,000  
  $ 0.07  
 
 
 
    80,000  
  $ 0.13  
 
 
 
Exercised
    0  
    N/A  
 
 
 
    0  
    N/A  
 
 
 
Cancelled/expired
    0  
    N/A  
 
 
 
    0  
    N/A  
 
 
 
  Options outstanding at end of period
    2,302,000  
  $ 0.13  
  $ 1,000  
    2,227,000  
  $ 0.13  
  $ 5,000  
  Options exercisable at end of period
    2,142,000  
  $ 0.13  
       
    2,147,000  
  $ 0.13  
       
 
The Company recognized $3,000 in share based payment expense in the six months ended June 30, 2019 and $7,000 in share based payment expense in the six months ended June 30, 2018. The Company recognized $1,000 in share based payment expense in the three months ended June 30, 2019, and $3,000 in share based payment expense in the three months ended June 30, 2018.
 
 At June 30, 2019 there was approximately $4,000 of total unrecognized share based payment expense related to stock options. The cost is expected to be recognized over 11 months.
 
The following table summarizes weighted-average assumptions using the Black-Scholes option-pricing model used on the date of the grants issued during the six months ended June 30, 2019 and June 30, 2018:
 
 
 
Six months ended
 
 
 
2019
 
 
2018
 
Volatility
    85 %
    79 %
Expected term (years)
    10 years
 
    10 years
 
Risk-free interest rate
    2.01 %
    2.90 %
Dividend yield
    0 %
    0 %
   
 
15
 
 
Warrants
 
Warrant activity for the six months ended June 30, 2019 and the six months ended June 30, 2018 is summarized as follows:
 

  Six months ended June 30, 2019
 
 
Six months ended June 30, 2018
 
 
 
 
Shares
 
 
Weighted Average Exercise Price
 
 
Aggregate
Intrinsic Value as of
June 30,
2019
 
 
 
Shares
 
 
Weighted Average Exercise Price
 
 
Aggregate Intrinsic Value as of
June 30,
2018
 
Warrants outstanding at beginning of period
    2,000,000  
  $ 0.18  
      
 
    2,060,000  
  $ 0.18  
      
 
Granted
    0  
    NA
 
       
    0  
    0
 
       
Exercised
    0  
    NA
 
       
    0  
    0
 
       
Cancelled/expired
    0  
    NA
 
       
    60,000  
  $ 0.18  
       
Warrants outstanding at end of period
    2,000,000  
  $ 0.18  
    None
 
    2,000,000  
  $ 0.18  
    None
 
Warrants exercisable at end of period
    2,000,000  
  $ 0.18  
       
    2,000,000  
  $ 0.18  
       
 
In the six months ended June 30, 2019 and June 30, 2018, the Company recognized $0 in debt issuance and deferred finance costs related to the issuance of the above warrants outstanding. In the three months ended June 30, 2019 and June 30, 2018, the Company recognized $0 in debt issuance and deferred finance costs related to the issuance of the above warrants. As of June 30, 2019, there was $0 of total unrecognized expense.
 
NOTE G - SUBSEQUENT EVENT
 
  ABMC v. Todd Bailey
 
On August 5, 2019, the parties entered into a Settlement Agreement and Release (“Settlement Agreement”) in which the parties elected to resolve the litigation and settle any and all claims made within the litigation. Neither party admitted to any of the allegations contained within the ABMC v. Baily litigation (including any allegations made by Bailey in his counterclaim). As a result of the execution of the Settlement Agreement, both parties have agreed to dismiss all claims made against each other.

 
16
 
 
I tem 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
General
 
The following discussion and analysis provides information, which we believe is relevant to an assessment and understanding of our financial condition and results of operations. The discussion should be read in conjunction with the Interim Condensed Financial Statements contained herein and the notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q. Certain statements contained in this Quarterly Report on Form 10-Q, including, without limitation, statements containing the words “believes”, “anticipates”, “estimates”, “expects”, “intends”, “projects”, and words of similar import, are forward-looking as that term is defined by the Private Securities Litigation Reform Act of 1995 (“1995 Act”), and in releases issued by the United State Securities and Exchange Commission (the “Commission”). These statements are being made pursuant to the provisions of the 1995 Act and with the intention of obtaining the benefits of the “Safe Harbor” provisions of the 1995 Act. We caution that any forward-looking statements made herein are not guarantees of future performance and that actual results may differ materially from those in such forward-looking statements as a result of various factors, including, but not limited to, any risks detailed herein, in our “Risk Factors” section of our Form 10-K for the year ended December 31, 2018, in our most recent reports on Form 10-Q and Form 8-K and from time to time in our other filings with the Commission, and any amendments thereto. Any forward-looking statement speaks only as of the date on which such statement is made, and we are not undertaking any obligation to publicly update any forward-looking statements. Readers should not place undue reliance on these forward-looking statements.
 
Overview/Plan of Operations
 
Sales in the six months ended June 30, 2019 were negatively impacted by the expiration of a government account in the second quarter of 2018 as well as the price competitive nature of the market in which we sell our drugs of abuse products. Products manufactured outside the United States continue to dominate one of our core markets, Government/Law Enforcement; for which most of the business is obtained via a bidding process that puts a tremendous amount of value on the cheapest price. We continue to feel the impact of the loss of another government account in late 2017. This account did not impact the sales decline when comparing the six months ended June 30, 2019 to the six months ended June 30, 2018; however, we do believe that sales under this account would have continued to improve over time and for this reason, the loss of this account continues to negatively impact our ability to minimize declines and/or grow sales.
 
We have brought on new products and service offerings to diversify our revenue stream through third party relationships. These new products and services include products for the detection of alcohol and alternative sample options for drug testing (such as lab based oral fluid testing and hair testing). We are also now offering customers lower-cost alternatives for onsite drug testing. And in late 2018, we began distributing point of care products for certain infectious diseases.
 
In May 2019, our Consent Decree of Permanent Injunction (Consent Decree) with the U.S. Food and Drug Administration (FDA) was vacated and the case was closed. This action resolved a long-standing inability for us to market and sell oral fluid drug tests in the employment market. We are now allowed to sell oral fluid drugs tests in the employment and insurance markets under the limited exemption set forth by the FDA on July 11, 2017. We have been unable to sell oral fluid drug tests in the employment market since 2013 (although we have continued to sell OralStat in the U.S. forensic markets and in markets outside the United States). We are hopeful that gaining access to this market again will enable us to see near term revenue growth and in the longer-term, enable us to add significantly to our annual revenue.
 
We are focusing our efforts on 1) further penetration of markets with new products, including, but not limited to, the infectious disease products we are now offering, 2) marketing oral fluid drug tests in the employment market and 3) contract manufacturing opportunities; one of which started generating sales in the three months ended March 31, 2019.
 
Operating expenses continued to decline when comparing six and three months ended June 30, 2019 with the three and six months ended June 30, 2018. This is a result of our continued efforts to ensure that expenses are in line with revenue. In the year ended December 31, 2018, we consolidated job responsibilities in certain areas of the Company as a result of employee retirement and other departures; this consolidation enabled us to implement personnel reductions. We also continued to maintain a salary deferral program for our sole executive officer and another member of senior management throughout the quarter ended June 30, 2019. The salary deferral program consists of a 10% salary deferral for our Chief Executive Officer/Principal Financial Officer Melissa Waterhouse and our non-executive VP Operations. The salary deferral level was reduced from 20% as of October 1, 2018 given the length of time the deferral has been in place and the increasing balances on the deferred compensation. As of June 30, 2019, we had total deferred compensation owed to these two individuals in the amount of $183,000. As cash flow from operations allows, we intend to repay portions of the deferred compensation, however we did not make any payments on deferred compensation in the six months ended June 30, 2019 or the six months ended June 30, 2018. We expect the salary deferral program will continue for an undetermined period of time.
 
Our continued existence is dependent upon several factors, including our ability to: 1) raise revenue levels even though we have lost significant accounts and the market continues to be infiltrated by product manufactured outside of the United States, 2) control operational costs to generate positive cash flows, 3) maintain our current credit facilities or refinance our current credit facilities if necessary, and 4) if needed, our ability to obtain working capital by selling additional shares of our common stock.
 
 
17
 
 
Results of operations for the six months ended June 30, 2019 compared to the six months ended June 30, 2018
 
NET SALES: Net sales for six months ended June 30, 2019 decreased 10.9%, when compared to net sales in the six months ended June 30, 2018. Decreased international sales, decreased government sales (due to the expiration of an account in the second quarter of 2018) and other decreased sales in various other markets were partially offset by increased contract manufacturing sales (due to a new contract manufacturing customer) and increased regional clinical sales.
 
GROSS PROFIT: Gross profit decreased to 32.5% of net sales in the six months ended June 30, 2019 from 38.3% of net sales in the six months ended June 30, 2018. The decline in gross profit stems primarily from the fact that decreased sales resulted in a decrease in the number of testing strips made and product assembled and packaged for shipment when comparing the two six-month periods. The majority of our labor and overhead costs are fixed. When revenues decline, fewer testing strips are produced; this results in a manufacturing inefficiency (i.e. less fixed overhead cost absorption and a higher amount being expensed through cost of goods). In addition, the low product prices from foreign manufacturers have required us to decrease pricing of our own products to be more competitive. And finally, the lower cost product alternative is generally sold at margins lower than our production margins. We have taken actions to adjust our production schedules to try to mitigate future inefficiencies and, we closely examine our gross profit margins on our manufactured products and the products we distribute.
 
Operating expenses decreased 13.8%, in the six months ended June 30, 2019 compared to the six months ended June 30, 2018. Expenses in all operational areas of the Company decreased. More specifically:
 
Research and development (“R&D”)
 
R&D expense decreased 11.4% when comparing the six months ended June 30, 2019 with the six months ended June 30, 2018. Decreased FDA compliance costs (associated with timing of facility registration fees) were the primary reason for the decline in expenses along with a decrease in supplies and materials. All other expenses remained relatively consistent when comparing the two six-month periods. In the six months ended June 30, 2019,   our R&D department primarily focused their efforts on the enhancement of our current products and the evaluation of potential contract manufacturing opportunities as well as the final product development of our new contract manufacturing customer.
 
Selling and marketing
 
Selling and marketing expense in the six months ended June 30, 2019 decreased 29.4% when compared to the six months ended June 30, 2018. Reductions in sales & marketing salaries, benefits and travel (due to decreased sales and marketing personnel) were the primary reasons for the decline. All other expenses remained relatively consistent when comparing the two six-month periods. In the six months ended June 30, 2019, we promoted additional products (through relationships with third parties) for the detection of alcohol, alternative sample options for drug testing (such as lab based oral fluid testing and hair testing), lower-cost alternatives for onsite drug testing and point of care products for infectious disease. The addition of these offerings did not result in increased selling and marketing expenses. Starting in June 2019, we also began our efforts to re-enter the employment market with oral fluid drug tests. We will continue to take all steps necessary to ensure selling and marketing expenditures are in line with sales.
 
General and administrative (“G&A”)
 
G&A expense decreased 7.3% in the six months ended June 30, 2019 when compared to G&A expense in the six months ended June 30, 2018. Decreased costs associated with administrative and quality assurance employees (due to fewer employees and/or the consolidation of job responsibilities), consultant fees, insurance costs, ISO certification fees (due to the timing of our ISO audit this year versus last year and the fact that 2018 was a recertification audit), were partially offset by increased warehouse salaries (as a result of reclassification of an employee’s salaries into warehouse due to dual function), QA supplies and materials, accounting fees, legal fees (associated with timing of activities in the ABMC vs. Bailey litigation), and fees related to patents. Share based payment expense also declined to $3,000 in the six months ended June 30, 2019 from $7,000 in the six months ended June 30, 2018.
 
 
18
 
 
Other income and expense: Other income and expense of $35,000 in the six months ended June 30, 2019 consisted of interest expense associated with our credit facilities (our line of credit and equipment loan with Crestmark Bank and our two loans with Cherokee Financial, LLC) offset by other income from proceeds for an insurance claim related to our New Jersey facility (a claim that resulted from actions of a service vendor) and a gain on an accrual for a contingent liability. Other income and expense of $(130,000) in the six months ended June 30, 2018 consisted of interest expense associated with our credit facilities (our line of credit and equipment loan with Crestmark Bank and our two loans with Cherokee Financial, LLC), offset by other income related to gains on certain liabilities and a small amount of interest income.
   
Results of operations for the three months ended June 30, 2019,
compared to the three months ended June 30, 2018
 
NET SALES: Net sales for the three months ended June 30, 2019 decreased 10.4%, when compared to the three months ended June 30, 2018. Decreased international sales, decreased government sales (due to the expiration of an account in the second quarter of 2018) and other decreased sales in various other markets were partially offset by increased contract manufacturing sales (due to a new contract manufacturing customer) and increased regional government sales.
 
GROSS PROFIT: Gross profit decreased to 31.9% of net sales in the three months ended June 30, 2019, from 40.9% of net sales in the three months ended June 30, 2018. The decline in gross profit stems primarily from the fact that decreased sales resulted in a decrease in the number of testing strips made and product assembled and packaged for shipment when comparing the two three-month periods. The majority of our labor and overhead costs are fixed. When revenues decline, fewer testing strips are produced; this results in a manufacturing inefficiency (i.e. less fixed overhead cost absorption and a higher amount being expensed through cost of goods). In addition, the low product prices from foreign manufacturers have required us to decrease pricing of our own products to be more competitive. And finally, the lower cost product alternative is generally sold at margins lower than our production margins. We have taken actions to adjust our production schedules to try to mitigate future inefficiencies and, we closely examine our gross profit margins on our manufactured products and the products we distribute.
 
Operating expenses decreased 9.8% in the three months ended June 30, 2019 compared to the three months ended June 30, 2018. Selling and marketing and general and administrative expenses were nominally offset by increased expenses in research and development. More specifically:
 
Research and development (“R&D”)
 
R&D expense increased 5.3% when comparing the three months ended June 30, 2019 with the three months ended June 30, 2018. Slightly higher utility costs in our New Jersey facility were the primary reason for the slight increase in expense. All other expenses remained relatively consistent when comparing the two three-month periods. In the three months ended June 30, 2019, our R&D department primarily focused their efforts on the evaluation and development of potential contract manufacturing opportunities as well as maintenance of our current product lines.
 
Selling and marketing
 
Selling and marketing expense in the three months ended June 30, 2019 decreased 27.7% when compared to the three months ended June 30, 2018. Reductions in sales & marketing salaries, benefits and travel (due to decreased sales and marketing personnel) were the primary reasons for the decline. All other expenses remained relatively consistent when comparing the two three-month periods. In the three months ended June 30, 2019, we promoted additional products (through relationships with third parties) for the detection of alcohol, alternative sample options for drug testing (such as lab based oral fluid testing and hair testing), lower-cost alternatives for onsite drug testing and point of care products for infectious disease. The addition of these offerings did not result in increased selling and marketing expenses. Starting in June 2019, we also began our efforts to re-enter the employment market with oral fluid drug tests. We will continue to take all steps necessary to ensure selling and marketing expenditures are in line with sales.
 
 
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General and administrative (“G&A”)
 
G&A expense decreased 2.9% in the three months ended June 30, 2019 when compared to G&A expense in the three months ended June 30, 2018. Decreased costs associated with administrative and quality assurance employees (due to fewer employees and/or the consolidation of job responsibilities), consultant fees, and insurance costs, were partially offset by increased legal fees (associated with timing of activities in the ABMC vs. Bailey litigation),   ISO certification fees (due to the timing of our ISO audit this year versus last year), bank fees and warehouse salaries (as a result of reclassification of an employee’s salaries into warehouse due to dual function). Share based payment expense also declined to $1,000 in the three months ended June 30, 2019 from $3,000 in the three months ended June 30, 2018.
 
Other income and expense: Other income and expense of $101,000 in the three months ended June 30, 2019 consisted of interest expense associated with our credit facilities (our line of credit and equipment loan with Crestmark Bank and our two loans with Cherokee Financial, LLC) offset by other income from proceeds for an insurance claim related to our New Jersey facility (a claim that resulted from actions of a service vendor) and a gain on an accrued contingent liability. Other income and expense of $(71,000) in the three months ended June 30, 2018 consisted of interest expense associated with our credit facilities (our line of credit and equipment loan with Crestmark Bank and our two loans with Cherokee Financial, LLC), offset by other income related to gains on certain liabilities and a small amount of interest income.
 
Liquidity and Capital Resources as of June 30, 2019
 
Our cash requirements depend on numerous factors, including but not limited to manufacturing costs (such as raw materials, equipment, etc.), selling and marketing initiatives, product development activities, regulatory costs, legal costs, and effective management of inventory levels and production levels in response to sales history and forecasts. We expect to devote capital resources related to selling and marketing initiatives. We are examining other growth opportunities including strategic alliances. Given our current and historical cash position, such activities would need to be funded from the issuance of additional equity or additional credit borrowings, subject to market and other conditions. Our financial statements for the year ended December 31, 2018 were prepared assuming we will continue as a going concern.
 
On December 20, 2018, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Chaim Davis (the Chairman of our Board of Directors) and certain other accredited investors (altogether the “Investors”), under which we issued and sold to the Investors in a private placement (the “Private Placement”) 2,000,000 units (the “Units”). We closed on the Private Placement on December 24, 2018. Each Unit consists of one (1) share of the Company’s common stock, par value $0.01 per share (“Common Share”), at a price per Unit of $0.10 (the “Purchase Price”) for net proceeds of $200,000 as there were no expenses related to the Private Placement. We did not utilize a placement agent for the Private Placement. The net proceeds were used for working capital and general corporate purposes.
 
Our current cash balances, together with cash generated from future operations and amounts available under our credit facilities may not be sufficient to fund operations through August 2020. At June 30, 2019, we have negative Stockholders’ Equity of $419,000. Our loan and security agreement with Cherokee Financial, LLC expires on February 15, 2020 and our line of credit expires on June 22, 2020. Our 2019 Term Loan with Cherokee Financial LLC expires on February 15, 2020. As of June 30, 2019, all amounts due under our Loan and Security Agreement with Cherokee Financial, LLC were included in our short-term debt given the facility expires in less than 12 months. Although our line of credit has a maximum availability of $1,500,000, the amount available under our line of credit is much lower as it is based upon the balance of our accounts receivable and inventory. As of June 30, 2019, based on our availability calculation, there were no additional amounts available under our line of credit because we draw any balance available on a daily basis. If sales levels continue to decline, we will have reduced availability on our line of credit due to decreased accounts receivable balances. In addition, we would expect our inventory levels to continue to decrease if sales levels continue to decline further, which would result in further reduced availability on our line of credit. In addition to decreased inventory value, as a result of an amendment executed on June 25, 2018, the amount available under the inventory component of the line of credit was changed to 40% of eligible inventory plus up to 10% of Eligible Generic Packaging Components not to exceed the lesser of $250,000 (“Inventory Sub-Cap Limit”) or 100% of Eligible Accounts Receivable. In addition, starting July 1, 2018, the Inventory Sub-Cap Limit is being permanently reduced by $10,000 per month on the first day of each month until the Inventory Sub-Cap Limit is reduced to $0. Although this “staggered” reduction did not have a material immediate impact on our availability under the line of credit, it will eventually result in no availability under the line of credit related to inventory and the line of credit will be an accounts receivable based line only.
 
 
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If availability under our line of credit is not sufficient to satisfy our working capital and capital expenditure requirements, we will be required to obtain additional credit facilities or sell additional equity securities, or delay capital expenditures which could have a material adverse effect on our business. There is no assurance that such financing will be available or that we will be able to complete financing on satisfactory terms, if at all.
 
As of June 30, 2019, we had the following debt/credit facilities:
 
Facility
Debtor
 
Balance as of
June 30,
2019
 
Loan and Security Agreement
Cherokee Financial, LLC
  $ 900,000  
Revolving Line of Credit
Crestmark Bank
  $ 378,000  
Equipment Loan
Crestmark Bank
  $ 13,000  
Term Loan
Cherokee Financial, LLC
  $ 200,000  
Total Debt

  $ 1,491,000  
 
Working Capital
 
At the end of the six months ended June 30, 2019, we are operating at a working capital deficit of $1,239,000; this is a greater than the working capital deficit of $212,000 reported for the year ended December 31, 2018. This increase in our working capital deficit was primarily a result of all amounts under our Loan and Security Agreement (with Cherokee Financial, LLC) being recorded as short term liability instead of a significant portion of the loan being recorded as a long-term liability (due to the upcoming expiration of the facility in February 2020). Decreased sales also continue to negatively impact our working capital. We have historically satisfied working capital requirements through cash from operations and bank debt.
 
Dividends
 
We have never paid any dividends on our common shares and anticipate that all future earnings, if any, will be retained for use in our business, and therefore, we do not anticipate paying any cash dividends.
 
Cash Flow, Outlook/Risk
 
We have taken steps (and will continue to take steps) to ensure that operating expenses and manufacturing costs remain in line with sales levels, however, we have been incurring increased costs related to litigation (although our ongoing litigation was settled on August 5, 2019 (see Note G – Subsequent Event), our line of credit (due to covenant non-compliance that has been previously waived by our lender) and other administrative requirements. We have consolidated job responsibilities in other areas of the Company and this enabled us to implement personnel reductions. In other efforts to reduce cash requirements, we have issued shares of restricted stock in lieu of cash. More specifically, we issued (1) 277,778 restricted shares of common stock to Landmark Pegasus, Inc. in connection with an extension of our Financial Advisory Agreement in June 2018, and (2) 135,228 restricted shares of common stock to our Chairman of the Board for his attendance at two meetings of our Board of Directors in 2018 and two meetings in the six months ended June 30, 2019 and (3) 200,000 restricted shares of common stock to Cherokee Financial, LLC in connection with our 2019 Term Loan. In addition, in December 2018, we closed on a private placement of 2,000,000 shares of our common stock resulting in net proceeds of $200,000.We expect to issue additional restricted shares of common stock for attendance at meetings of the Board of Directors if a director (or directors) choose(s) payment in shares in lieu of cash as their form of payment.
 
 
 
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The continuous decline in sales results in lower cash balances and lower availability on our line of credit at times. Two large government accounts (one of which was in the year ended December 31, 2017 and the other in the year ended December 31, 2016) were lost due to alleged actions on the part of a former employee/consultant. These two accounts represented approximately $1,000,000 in annual sales to the Company (of which $718,000 impacted sales revenues in Fiscal 2018; when compared to Fiscal 2017). Also, in the early part of Fiscal 2018, we had another government contract expire and this contributed to the sales decline in the three and six months ended June 30, 2019 (when compared to the three and six months ended June 30, 2018). To address the declines, we are promoting new products and service offerings to diversify our revenue stream. These new products and services (through relationships with third parties) include products for the detection of alcohol, alternative sample options for drug testing (such as lab based oral fluid testing and hair testing) lower-cost alternatives for onsite drug testing and point of care products for infectious disease. In June 2019, we also commenced efforts to re-enter the employment market selling oral fluid drug tests since our Consent Decree was vacated in late May 2019. And finally, we are currently discussing a number of contract manufacturing opportunities with other entities; one of which started to generate sales in the six months ended June 30, 2019, which did partially offset the sales declines in other areas.
 
Our ability to be in compliance with our obligations under our current credit facilities will depend on our ability to replace lost sales and further increase sales. Our ability to repay our current debt (all of which is due within the next 12 months) may also be affected by general economic, financial, competitive, regulatory, legal, business and other factors beyond our control, including those discussed herein. If we are unable to meet our credit facility obligations, we would be required to raise money through new equity and/or debt financing(s) and, there is no assurance that we would be able to find new financing, or that any new financing would be at favorable terms.
 
A failure to comply with the TNW covenant under our Crestmark LOC (a failure that is not waived by Crestmark) could result in an event of default, which, if not cured, could result in the Company being required to pay much higher costs associated with the indebtedness. If we are forced to refinance our debt on less favorable terms, our results of operations and financial condition could be adversely affected by increased costs and rates. There is also no assurance that we could obtain alternative debt facilities. We may also be forced to pursue one or more alternative strategies, such as restructuring, selling assets, reducing or delaying capital expenditures or seeking additional equity capital. There can be no assurances that any of these strategies could be implemented on satisfactory terms, if at all.
 
As of the date of this report, our credit facilities with Cherokee Financial, LLC have expiration dates of less than 12 months. Our total debt at June 30, 2019 with Cherokee Financial, LLC is $1,100,000. We do not expect cash from operations within the next 12 months to be sufficient to pay the amounts due under these credit facilities. We are currently in discussions with Cherokee Financial, LLC regarding a new facility that would refinance the amounts due under their current credit facilities or an extension of our current facility. Our line of credit facility with Crestmark Bank expires in June 2020. We have not had such discussions with Crestmark Bank; however, we would expect to begin discussions in the near future.
 
If events and circumstances occur such that 1) we do not meet our current operating plans to increase sales, 2) we are unable to raise sufficient additional equity or debt financing, 3), we are unable to utilize equity as a form of payment in lieu of cash, or 4) our credit facilities are insufficient or not available, we may be required to further reduce expenses or take other steps which could have a material adverse effect on our future performance. Although we have good relationships with our current creditors and we do believe that we will be able to refinance our current credit facilities, if we are unable to refinance our debt with Cherokee Financial, LLC, this would result in a default which could result in Cherokee Financial, LLC exercising their rights which includes, but is not limited to, forfeiture of the collateral assets under their facilities. A default under our facilities with Cherokee Financial, LLC would also create a cross-default under our line of Credit with Crestmark Bank. Such default could also result in Crestmark Bank exercising their rights under our line of credit which includes, but it not limited to, forfeiture of the collateral assets under the line of credit.
 
I tem 3. Quantitative and Qualitative Disclosures About Market Risk
 
As a smaller reporting company, we are not required to provide the information required by this item.
 
I tem 4. Controls and Procedures
 
(a) Evaluation of Disclosure Controls and Procedures
 
Our Chief Executive Officer (Principal Executive Officer)/Chief Financial Officer (Principal Financial Officer), together with other members of management, has reviewed and evaluated the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rule 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based on this review and evaluation, our Principal Executive Officer/Principal Financial Officer concluded that our disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.
 
(b) Changes in Internal Control Over Financial Reporting
 
There have been no changes in our internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
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P ART II – OTHER INFORMATION
 
I tem 1. Legal Proceedings
 
See Part I, Item 1, Note D in the Notes to interim condensed Financial Statements included in this report for a description of pending legal proceedings in which we may be a party.
 
I tem 1A. Risk Factors
 
There have been no material changes to our risk factors set forth in Part I, Item 1A, in our Annual Report on Form 10-K for the year ended December 31, 2018.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
None.
 
I tem 3. Defaults Upon Senior Securities
 
None.
 
I tem 4. Mine Safety Disclosures
 
Not applicable.
 
I tem 5. Other Information
 
None.
 
I tem 6. Exhibits
 
31.1 / 31.2               Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer/Chief Financial Officer
 
Certification of the Chief Executive Officer/Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
101 
The following materials from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Balance Sheet, (ii) Condensed Statements of Income (iii) Condensed Statements of Cash Flows, and (iv) Notes to Condensed Financial Statements.
 
 
 
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SIGNATURES
 
     In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
AMERICAN BIO MEDICA CORPORATION
(Registrant)
 
 
 
 
 
Date: August 14, 2019
By:  
/s/ Melissa A. Waterhouse 
 
 
 
Melissa A. Waterhouse
 
 
 
Chief Executive Officer (Principal Executive Officer)
Principal Financial Officer
Principal Accounting Officer
 
 

 
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