v3.20.2
2. SIGNIFICANT ACCOUNTING POLICIES (Policies)
|
3 Months Ended |
|
|---|
| Accounting Policies [Abstract] |
|
| Use of Estimates |
The preparation of financial statements in conformity
with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those
estimates. Significant areas where estimates are used include the allowance for doubtful accounts, inventory valuation and input
variables for Black-Scholes, Monte Carlo simulations and binomial calculations. The Company uses the Monte Carlo simulations and
binomial calculations in the calculation of the fair value of the warrant liabilities and the valuation of embedded conversion
options and freestanding warrants.
|
| Principles of Consolidation |
The accompanying consolidated financial statements
include the accounts of Guided Therapeutics, Inc. and its wholly owned subsidiary. All intercompany transactions are eliminated.
|
| Recently Adopted Accounting Pronouncements |
In June 2016, the FASB issued ASU 2016-13, Financial
Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires that expected
credit losses relating to financial assets are measured on an amortized cost basis and available-for-sale debt securities be recorded
through an allowance for credit losses. ASU 2016-13 limits the amount of credit losses to be recognized for available-for-sale
debt securities to the amount by which carrying value exceeds fair value and also requires the reversal of previously recognized
credit losses if fair value increases. The Company adopted the standard on January 1, 2020. The adoption of ASU 2016-13 did not
have a material impact on the Company.
In August 2018, the FASB issued Accounting Standards
Update No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair
Value Measurement, or ASU 2018-13. The amendments in ASU 2018-13 eliminate, add, and modify certain disclosure requirements for
fair value measurements. The amendments are effective for the Company’s interim and annual reporting periods beginning after
December 15, 2019, with early adoption permitted for either the entire ASU or only the provisions that eliminate or modify requirements.
The amendments with respect to changes in unrealized gains and losses, the range and weighted average of significant unobservable
inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty are to be applied
prospectively. All other amendments are to be applied retrospectively to all periods presented. The adoption of ASU 2016-13 did
not have a material impact on the Company.
A variety of proposed or otherwise potential
accounting standards are currently under consideration by standard-setting organizations and certain regulatory agencies. Because
of the tentative and preliminary nature of such proposed standards, management has not yet determined the effect, if any, that
the implementation of such proposed standards would have on the Company’s consolidated financial statements.
|
| Cash Equivalents |
The Company considers all highly liquid investments
with an original maturity of three months or less when purchased to be a cash equivalent.
|
| Accounts Receivable |
The Company performs periodic credit evaluations
of its distributors’ financial conditions and generally does not require collateral. The Company reviews all outstanding
accounts receivable for collectability on a quarterly basis. An allowance for doubtful accounts is recorded for any amounts deemed
uncollectable. Uncollectibility, is determined based on the determination that a distributor will not be able to make payment and
the time frame has exceeded one year. The Company does not accrue interest receivable on past due accounts receivable.
|
| Concentrations of Credit Risk |
The Company, from time to time during the years
covered by these consolidated financial statements, may have bank balances in excess of its insured limits. Management has deemed
this a normal business risk.
|
| Inventory Valuation |
All inventories are stated at lower of cost
or net realizable value, with cost determined substantially on a “first-in, first-out” basis. Selling, general,
and administrative expenses are not inventoried, but are charged to expense when incurred. At March 31, 2020 and December 31, 2019,
our inventories were as follows (in thousands):
| |
|
March 31, |
|
|
December 31, |
|
| |
|
2020 |
|
|
2019 |
|
| Raw materials |
|
$ |
783 |
|
|
$ |
781 |
|
| Work in process |
|
|
81 |
|
|
|
81 |
|
| Finished goods |
|
|
24 |
|
|
|
17 |
|
| Inventory reserve |
|
|
(831 |
) |
|
|
(831 |
) |
| Total |
|
$ |
57 |
|
|
$ |
48 |
|
The company periodically reviews the value of
items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. Write-downs
and write-offs are charged to cost of goods sold.
|
| Property and Equipment |
Property and equipment are recorded at cost.
Depreciation is computed using the straight-line method over estimated useful lives of three to seven years. Leasehold improvements
are amortized at the shorter of the useful life of the asset or the remaining lease term. Depreciation and amortization expense
are included in general and administrative expense on the statement of operations. Expenditures for repairs and maintenance are
expensed as incurred. Property and equipment are summarized as follows at March 31, 2020 and December 31, 2019 (in thousands):
| |
|
March 31, |
|
|
December 31, |
|
| |
|
2020 |
|
|
2019 |
|
| Equipment |
|
$ |
1,349 |
|
|
$ |
1,349 |
|
| Software |
|
|
740 |
|
|
|
740 |
|
| Furniture and fixtures |
|
|
124 |
|
|
|
124 |
|
| Leasehold Improvement |
|
|
180 |
|
|
|
180 |
|
| |
|
|
2,393 |
|
|
|
2,393 |
|
| Less accumulated depreciation and amortization |
|
|
(2,393 |
) |
|
|
(2,393 |
) |
| Total |
|
$ |
- |
|
|
$ |
- |
|
|
| Debt Issuance Costs |
Debt issuance costs are capitalized and amortized
over the term of the associated debt. Debt issuance costs are presented in the balance sheet as a direct deduction from the carrying
amount of the debt liability consistent with the debt discount.
|
| Other Assets |
Other assets primarily consist of a deposit
for the corporate office.
|
| Patent Costs (Principally Legal Fees) |
Costs incurred in filing, prosecuting, and maintaining
patents are recurring, and expensed as incurred. Maintaining patents are expensed as incurred as the Company has not yet received
U.S. FDA approval and recovery of these costs is uncertain. Such costs aggregated approximately $4,000 and $7,000 for the three
months ended March 31, 2020 and 2019, respectively.
|
| Leases |
With the implementation of ASU 2016-02, “Leases
(Topic 842)”, the Company recorded a lease asset-right and a lease liability. The implementation required the analysis of
certain criteria in determining its treatment. The Company determined that its corporate office lease met those criteria. The Company
implemented the guidance using the alternative transition method. Under this alternative, the effective date would be the date
of initial application. The Company analyzed the lease at its effective date and calculated an initial lease payment amount of
$267,380 with a present value of $213,000 using a 20% discount. As of March 31, 2020, the balance of the lease asset – right
and lease liability was approximately $109,000.
The cumulative effect of initially applying
the new guidance had an immaterial impact on the opening balance of retained earnings. The Company elected the practical expedients
permitted under the transition guidance within the new standards, which allowed the Company to carry forward the historical lease
classification.
|
| Accrued Liabilities |
Accrued liabilities are summarized as follows (in thousands):
| |
|
March 31,
2020 |
|
|
December 31,
2019 |
|
| Compensation |
|
$ |
1,134 |
|
|
$ |
1,123 |
|
| Professional fees |
|
|
105 |
|
|
|
181 |
|
| Interest |
|
|
1,394 |
|
|
|
1,603 |
|
| Warranty |
|
|
2 |
|
|
|
2 |
|
| Vacation |
|
|
40 |
|
|
|
41 |
|
| Preferred dividends |
|
|
132 |
|
|
|
120 |
|
| Other accrued expenses |
|
|
121 |
|
|
|
165 |
|
| Total |
|
$ |
2,928 |
|
|
$ |
3,235 |
|
|
| Subscription Receivables |
Cash received from investors for common stock
shares that has not completed processing is recorded as a liability to subscription receivables. As of March 31, 2020, the Company
did not have any outstanding orders for common stock shares. As of December 31, 2019, the Company had reserved 1,270,000 common
stock shares in exchange for $635,000.
|
| Revenue Recognition |
The Company follows, ASC 606 Revenue from Contracts
with Customers establishes a single and comprehensive framework which sets out how much revenue is to be recognized, and when.
The core principle is that a vendor should recognize revenue to depict the transfer of promised goods or services to customers
in an amount that reflects the consideration to which the vendor expects to be entitled in exchange for those goods or services.
Revenue will now be recognized by a vendor when control over the goods or services is transferred to the customer. In contrast,
Revenue based revenue recognition around an analysis of the transfer of risks and rewards; this now forms one of a number of criteria
that are assessed in determining whether control has been transferred. The application of the core principle in ASC 606 is carried
out in five steps: Step 1 – Identify the contract with a customer: a contract is defined as an agreement (including oral
and implied), between two or more parties, that creates enforceable rights and obligations and sets out the criteria for each of
those rights and obligations. The contract needs to have commercial substance and it is probable that the entity will collect the
consideration to which it will be entitled. Step 2 – Identify the performance obligations in the contract: a performance
obligation in a contract is a promise (including implicit) to transfer a good or service to the customer. Each performance obligation
should be capable of being distinct and is separately identifiable in the contract. Step 3 – Determine the transaction price:
transaction price is the amount of consideration that the entity can be entitled to, in exchange for transferring the promised
goods and services to a customer, excluding amounts collected on behalf of third parties. Step 4 – Allocate the transaction
price to the performance obligations in the contract: for a contract that has more than one performance obligation, the entity
will allocate the transaction price to each performance obligation separately, in exchange for satisfying each performance obligation.
The acceptable methods of allocating the transaction price include adjusted market assessment approach, expected cost plus a margin
approach, and, the residual approach in limited circumstances. Discounts given should be allocated proportionately to all performance
obligations unless certain criteria are met and reallocation of changes in standalone selling prices after inception is not permitted.
Step 5 – Recognize revenue as and when the entity satisfies a performance obligation: the entity should recognize revenue
at a point in time, except if it meets any of the three criteria, which will require recognition of revenue over time: the entity’s
performance creates or enhances an asset controlled by the customer, the customer simultaneously receives and consumes the benefit
of the entity’s performance as the entity performs, and the entity does not create an asset that has an alternative use to
the entity and the entity has the right to be paid for performance to date.
Revenue by product line (in thousands):
| |
|
Three Months Ended March 31, |
|
| |
|
2020 |
|
|
2019 |
|
| Devices |
|
$ |
- |
|
|
$ |
- |
|
| Disposables |
|
|
- |
|
|
|
2 |
|
| Other |
|
|
- |
|
|
|
15 |
|
| Warranty |
|
|
- |
|
|
|
1 |
|
| Total |
|
$ |
- |
|
|
$ |
18 |
|
Revenue by geographic location (in thousands):
| |
|
Three Months Ended March 31, |
|
| |
|
2020 |
|
|
2019 |
|
| Asia |
|
$ |
- |
|
|
$ |
3 |
|
| Europe |
|
|
- |
|
|
|
15 |
|
| Total |
|
$ |
- |
|
|
$ |
18 |
|
|
| Significant Distributors |
During the three months ended March 31, 2020,
all the Company did not have any revenues. Accounts receivable, not reserved against, were from one distributor and represents
100% of the balance as of March 31, 2020. During the three months ended March 31, 2019, revenues were from two distributors and
for extended warranties. Revenues from these distributors totaled $18,000 for the period ended March 31, 2019. Accounts receivable,
not reserved against, were from one distributor and represents 100% of the balance for the period ended March 31, 2019.
|
| Deferred Revenue |
The Company defers payments received as revenue
until earned based on the related contracts and applying ASC 606 as required. As of March 31, 2020, and December 31, 2019, the
Company had $101,000 in deferred revenue.
|
| Research and Development |
Research and development expenses consist of
expenditures for research conducted by the Company and payments made under contracts with consultants or other outside parties
and costs associated with internal and contracted clinical trials. All research and development costs are expensed as incurred.
|
| Income Taxes |
The Company uses the liability method of accounting
for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the financial
reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect
when the differences are expected to reverse. Management provides valuation allowances against the deferred tax assets for amounts
that are not considered more likely than not to be realized.
The Company has entered into an agreed upon
payment plan with the IRS for delinquent payroll taxes and also with the Georgia Department of State. The Company is currently
in process of setting up a payment arrangement for its delinquent state income taxes with the State of Georgia and the returns
are currently under review by state authorities. Although the Company has been experiencing recurring losses, it is obligated to
file tax returns for compliance with IRS regulations and that of applicable state jurisdictions. At December 31, 2019, the Company
has approximately $76 million of cumulative net operating losses, but it has not filed its Federal tax returns, therefore this
number may not be accurate. Once the returns are filed, the net operating losses will be eligible to be carried forward for tax
purposes at federal and applicable states level. A full valuation allowance has been recorded related the deferred tax assets generated
from the net operating losses.
The current corporate tax rates in the U.S.
is 21%.
|
| Uncertain Tax Positions |
The Company assesses each income tax position
is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax
position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position
is expected to meet the more likely than not criteria, the benefit recorded in the financial statements equals the largest amount
that is greater than 50% likely to be realized upon its ultimate settlement. At March 31, 2020 and December 31, 2019, there were
no uncertain tax positions.
|
| Warrants |
The Company has issued warrants, which allow
the warrant holder to purchase one share of stock at a specified price for a specified period of time. The Company records equity
instruments including warrants issued to non-employees based on the fair value at the date of issue. The fair value of warrants
classified as equity instruments at the date of issuance is estimated using the Black-Scholes Model. The fair value of warrants
classified as liabilities at the date of issuance is estimated using the Monte Carlo Simulation or Binomial model.
|
| Stock Based Compensation |
The Company records compensation expense related
to options granted to employees and non-employees based on the fair value of the award. Compensation cost is recorded as earned
for all unvested stock options outstanding at the beginning of the first year based upon the grant date fair value estimates, and
for compensation cost for all share-based payments granted or modified subsequently based on fair value estimates.
For the three months ended March 31, 2020 and
2019, share-based compensation for options attributable to employees, non-employees, officers and Board members were approximately
nil and $5,000, respectively. These amounts have been included in the Company’s statements of operations. Compensation costs
for stock options which vest over time are recognized over the vesting period. As of March 31, 2020, and 2019 the Company had approximately
nil and $2,000 of unrecognized compensation costs related to granted stock options that will be recognized over the remaining vesting
period of approximately one year, respectively.
|
| Beneficial Conversion Features of Convertible Securities |
Conversion options that are not bifurcated as
a derivative pursuant to ASC 815 and not accounted for as a separate equity component under the cash conversion guidance are evaluated
to determine whether they are beneficial to the investor at inception (a beneficial conversion feature) or may become beneficial
in the future due to potential adjustments. The beneficial conversion feature guidance in ASC 470-20 applies to convertible stock
as well as convertible debt which are outside the scope of ASC 815. A beneficial conversion feature is defined as a nondetachable
conversion feature that is in the money at the commitment date. The beneficial conversion feature guidance requires recognition
of the conversion option’s in-the-money portion, the intrinsic value of the option, in equity, with an offsetting reduction
to the carrying amount of the instrument. The resulting discount is amortized as a dividend over either the life of the instrument,
if a stated maturity date exists, or to the earliest conversion date, if there is no stated maturity date. If the earliest conversion
date is immediately upon issuance, the dividend must be recognized at inception. When there is a subsequent change to the conversion
ratio based on a future occurrence, the new conversion price may trigger the recognition of an additional beneficial conversion
feature on occurrence.
|
| Derivatives |
The Company reviews the terms of convertible
debt issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required
to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains
more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated
derivative instruments are accounted for as a single, compound derivative instrument. Bifurcated embedded derivatives are initially
recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income
or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and
accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative
instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those
instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together
with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense.
|
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