v3.19.3

Organization and Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

BASIS OF PRESENTATION

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by Generally Accepted Accounting Principles for complete financial statements. The accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal and reoccurring adjustments, that, in the opinion of management, are considered necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods presented. The results of operations for such periods are not necessarily indicative of the results expected for the full year or for any future period. The December 31, 2018 condensed consolidated balance sheet data was derived from audited financial statements. The accompanying financial statements should be read in conjunction with the audited consolidated financial statements of Findex.com, Inc. included in the Company's Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission on April 16, 2019.

PRINCIPLES OF CONSOLIDATION

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries (Reagan Holdings, Inc., Findex.com, Inc. Delaware, ESCT Acquisition Corp. and ACS). All inter-company balances and transactions have been eliminated in consolidation.

USE OF ESTIMATES

Use of Estimates

The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates include an evaluation for slow moving and obsolete inventory, collectability of accounts receivable, assessing intangibles for impairment, useful lives of assets, and valuation of stock based compensation and settlements and consideration of variable interest entities.

CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

ACCOUNTS RECEIVABLE

ACCOUNTS RECEIVABLE

Within the Company's operations as a whole, the Company's products are sold to resellers and distributors generally under terms appropriate for the creditworthiness of the customer. Terms generally range from cash on delivery, net 10 days or net 30 days. Receivables from customers are unsecured. The Company continuously monitors its customer account balances and actively pursues collections on past due balances.

The Company maintains an allowance for doubtful accounts comprised of two components, (i) historical collections performance and (ii) specific collection issues. If actual bad debts differ from the reserves calculated based on historical trends and known customer issues, an adjustment to bad debt expense is recorded in the period in which the difference occurs. Such adjustment could result in additional expense or a reduction of expense.

The Company's accounts receivable go through a collection process that is based on the age of the invoice and requires attempted contacts with the customer at specified intervals and the assistance from other personnel within the Company who have a relationship with the customer. If after a number of days, the Company has been unsuccessful in its collections efforts, it may turn the account over to a collection agency. The Company writes-off accounts to the allowance when it has determined that collection is unlikely. The factors considered in reaching this determination are (i) the apparent financial condition of the customer, (ii) the success the Company has in contacting and negotiating with the customer and (iii) the number of days the account has been outstanding. To the extent that the Company's collections do not correspond with historical experience, it may be required to incur additional charges.

INVENTORY

INVENTORY

The Company's inventories are recorded at the lower and cost or market using the first in, first out method. The Company's inventory consists of raw materials and finished goods. The Company takes into consideration certain inventory items that are slow moving and obsolete and calculates a provision for these inventory items.

INTANGIBLE ASSETS OTHER THAN GOODWILL

INTANGIBLE ASSETS OTHER THAN GOODWILL

The Company’s intangible assets consist of patents and trade secrets acquired from third parties, and are recorded at accumulated cost less amortization and impairments. In accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 350-30, General Intangibles Other Than Goodwill, intangible assets with an indefinite useful life are not amortized. Intangible assets with a finite useful life are amortized on the straight-line method over the estimated useful lives, approximately 11 years. All intangible assets are tested for impairment annually during the fourth quarter. For the nine months ended September 30, 2019 and 2018, the Company did not recognize any impairment expense related to intangible assets. See Note 5.

REVENUE RECOGNITION

REVENUE RECOGNITION

The Company recognizes revenues in accordance with the provisions of FASB Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which provides guidance on the recognition, presentation, and disclosure of revenue in financial statements filed with the Securities and Exchange Commission. ASC 606 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. The Company recognizes revenue upon transfer of control of promised products to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products. The Company at times may enter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. In such cases, revenue would be recognized at the time of delivery for each identified product or performance of service. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities.

Distribution Rights

The Company at times may derive part of its revenue from the sale of distribution rights within a designated territory for a period of time. Licenses for an exclusive territory provides a single distributor with the right to use and sell the distribution rights within the specified designated territory for a specified period. The determination of when the Company recognizes revenue is based on whether the distribution rights transfers to the distributor at (i) a point in time or (ii) over time. Furthermore, the Company needs to determine in accordance with ASC 606 if the distribution rights is (i) functional intellectual property that has significant standalone functionality or is (ii) symbolic intellectual property that requires ongoing activities from the Company. In June 2018, the Company received payment in the amount of $100,000 from the sale of distribution rights within a designated territory for a period of time of thirty years to a distributor. In August 2018, the Company received an additional payment in the amount of $90,000 for the sale of distribution rights within a separate designated territory for a period of thirty years to a distributor. The Company determined that the associated revenue would be recognized over the period of thirty years as the agreements for the sale of the distribution rights also called for the Company to continue to produce the product for the distributor over the term of the agreements. Therefore, the distribution rights were deemed to be symbolic intellectual property in accordance with ASC 606 as it requires ongoing activities from the Company.

From time to time, and where strategic determinations or economic considerations dictate, the Company also derives revenue from the sale of its intellectual properties (proprietary formulations) into select vertical markets. The Company continues to enhance and improve upon certain of its intellectual properties currently used in non-core vertical markets as well as develop new variations on its existing portfolio of intellectual properties. The determination of when the Company recognizes revenue is based on whether the following two criteria are met (i) the customer can benefit from the intellectual property either on its own or together with other resources that are readily available to the customer, and (ii) the Company’s promise to transfer the intellectual property is distinct within the context of the contract. In August 2019, the Company entered into an intellectual property sale and assignment agreement with a now exclusive worldwide HVAC distributor in exchange for a one-time cash payment of $200,000. The agreement includes a provision establishing a transitional manufacturing period of no less than six months during which the Company will continue to manufacture the product for the HVAC marketer and distributor at a predetermined, fixed-price per gallon. This agreement supersedes all prior agreements with the counter-party (specifically, the June 2018 and August 2018 agreements referenced in the immediately preceding paragraph), and, as such, triggers immediate recognition of the remaining contract liabilities under the previous distribution agreements. For the nine months ended September 30, 2019 and 2018, the Company recognized a contract liability in the amount of $0 and $188,639, respectively and revenue in the amount of $387,056 and $1,361, respectively from such sales of intellectual property and distribution rights. In addition, for the nine months ended September 30, 2019, the Company recognized additional contract liability in the amount of $9,200 as a result of advanced payments received from customers for performance obligations yet to be performed by the Company.

RESEARCH AND DEVELOPMENT

RESEARCH AND DEVELOPMENT

The Company's research and development costs consist of labor directly associated with the development of projects and outside consultants, and indirect costs such as those associated with facilities use. For labor costs and costs of outside consultants, the Company records the research and development costs as a reduction against either personnel costs or professional fees. For facilities leasing related expenses, the Company records the research and development costs as a reduction against rent. For the nine months ended September 30, 2019 and 2018, the Company recognized $24,268 and $180,760, respectively, in research and development costs.

PREFERRED STOCK

PREFERRED STOCK

In May 2019, the Company's board of directors, pursuant to its authority to designate serial preferred stock from time to time under Article V Section B of the Company's Articles of Incorporation (as amended to date, the "Company Articles"), adopted a resolution providing for the designation, powers, preferences, privileges, limitations, restrictions, and relative rights and terms of (i) one million five hundred thousand (1,500,000) shares of Series RX-1 Redeemable, Convertible Preferred Stock, par value $0.001 per share (the "Series RX-1 Preferred Stock"), (ii) one million (1,000,000) shares of Series RX-2 Convertible Preferred Stock, par value $0.001 per share (the "Series RX-2 Preferred Stock") and (iii) five hundred thousand (500,000) shares of Series RX-3 Convertible Preferred Stock, par value $0.001 per share (the "Series RX-3 Preferred Stock"). The Company filed certificates of designations amending the Company Articles and reflecting the Series RX-1 Preferred Stock, Series RX-2 Preferred Stock and the Series RX-3 Preferred Stock with the Nevada Secretary of State.

The Series RX-1 Preferred Stock carries the following rights, preferences and privileges:

	▪	automatic conversion into shares of Company common stock on a 100-for-1 basis immediately upon the Company either (i) issuing any shares of any series of preferred stock senior to or parri passu with the Series RX-1 Preferred Stock in liquidation, or (ii) subdividing the outstanding shares of Company common stock into a greater number of shares (a forward stock-split), or (iii) combining the outstanding shares of Company common stock into a smaller number of shares of Company common stock (a reverse stock-split);
	▪	voluntary conversion to Company common stock at the same 100-for-1 conversion ratio any time prior to automatic conversion;
	▪	voting on an as-converted-to-common-stock basis, together as a single class, with the Company common stock, on all matters requiring the approval, ratification or consent of holders of the common stock; and
	▪	a senior liquidation preference entitling its holders to be paid $1.00 per share out of the assets of the Company in the event of any liquidation, dissolution, or winding-up of the Company, whether voluntary or involuntary, before any distribution or payment is made to any holders of any shares of the Company's common stock.

All of the foregoing notwithstanding, the Series RX-1 Preferred Stock is redeemable by the Company at any time prior to conversion at a price of $1.00 per share.

The Series RX-2 Preferred Stock carries the following rights, preferences and privileges:

	▪	automatic conversion into shares of Company common stock on a 100-for-1 basis immediately upon the effectiveness of any amendment to the Company Articles increasing the authorized number of shares of Company common stock from 900,000,000 to a number equal to or greater than 1,600,000,000;
	▪	voting on an as-converted-to-common-stock basis, together as a single class, with the Company common stock, on all matters requiring the approval, ratification or consent of holders of the common stock; and
	▪	a ranking in liquidation of the Company pari passu with the Company common stock on an as-converted basis, and junior to all other classes and series of equity securities of the Corporation which by their terms do not rank pari passu, though subordinate and junior to all indebtedness of the Company.

The Series RX-3 Preferred Stock carries the following rights, preferences and privileges:

	▪	automatic conversion into shares of Company common stock on a 1,000-for-1 basis immediately upon the effectiveness of any amendment to the Company Articles increasing the authorized number of shares of Company common stock from 900,000,000 to a number equal to or greater than 1,600,000,000;
	▪	voting on an as-converted-to-common-stock basis, together as a single class, with the Company common stock, on all matters requiring the approval, ratification or consent of holders of the common stock; and
	▪	a ranking in liquidation of the Company pari passu with the Company common stock on an as-converted basis, and junior to all other classes and series of equity securities of the Corporation which by their terms do not rank pari passu, though subordinate and junior to all indebtedness of the Company.

As of September 30, 2019, the Company has outstanding 1,418,615 shares of RX-1 Preferred Stock and -0- and -0-, respectively, shares of RX-2 Preferred Stock and RX-3 Preferred Stock. Furthermore, as of September 30, 2019, the Company has outstanding six warrants to purchase a total of 981,316 shares of RX-2 Preferred Stock and three warrants to purchase a total of 481,212 shares of RX-3 Preferred Stock. For the nine months ended September 30, 2019, no preferred stock warrants were exercised. See Note 10.

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

The Company recognizes share-based compensation in accordance with ASC 718, Compensation – Stock Compensation. ASC 718 requires that the Company measure the cost of the employee services received in exchange for an award for equity instruments based on the grant-date fair value and to recognize this cost over the requisite service period. See Note 10.

EARNINGS (LOSS) PER SHARE

EARNINGS (LOSS) PER SHARE

The Company follows the guidance of ASC 260, Earnings Per Share, to calculate and report basic and diluted earnings per share (“EPS”). Basic EPS is computed by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted EPS is computed by giving effect to all dilutive potential shares of common stock that were outstanding during the period. For the Company, dilutive potential shares of common stock consist of the incremental shares of common stock issuable upon the exercise of warrants for all periods and convertible preferred stock and notes payable.

When discontinued operations, extraordinary items, and/or the cumulative effect of an accounting change are present, income before any of such items on a per share basis represents the “control number” in determining whether potential shares of common stock are dilutive or anti-dilutive. Thus, the same number of potential shares of common stock used in computing diluted EPS for income from continuing operations is used in calculating all other reported diluted EPS amounts. In the case of a net loss, it is assumed that no incremental shares would be issued because they would be anti-dilutive. In addition, certain options and warrants are considered anti-dilutive because the exercise prices were above the average market price during the period. Anti-dilutive shares are not included in the computation of diluted EPS, in accordance with ASC 260-10-45-17.

The calculations of net income per share for the nine months ended September 30, 2019 and 2018 excluded the impact of the following potential common shares as their inclusion would be anti-dilutive.

For the Nine Months Ended September 30,		2019				2018
Shares Issuable Upon Exercise of Outstanding Warrants - Series RX-2			98,131,600				—
Shares Issuable Upon Exercise of Outstanding Warrants - Series RX-3			481,212,000				—
Shares Issuable Upon Conversion of Outstanding Convertible Note Payables			—				298,510,401
Total weighted average anti-dilutive potential common shares			579,343,600				298,510,401

The Outstanding Warrants - Series RX-2 and RX-3 were excluded from diluted earnings per share because the contingencies in place to exercise and vest these shares did not take place and were not probable to occur as of September 30, 2019.

For the three and nine months ended September 30, 2019 and 2018 there were not adjustments to earnings for earnings per share calculations. Dilutive potential common shares were determined as follows:

		For the Three Months Ended September 30,								For the Nine Months Ended September 30,
		2019				2018				2019				2018
Weighted-average Common Shares			722,836,769				533,913,355				718,732,314				532,994,267
Effect of Dilutive Securities:
Weighted-average of Shares Issuable Upon Conversion of Preferred Stock Series RX-1			141,861,500				—				57,160,311				—
Dilutive Potential Common Shares			864,698,269				533,913,355				775,892,626				532,994,267

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS

As of September 30, 2019 and 2018, the Company has presented $114,368 of Accrued royalties in discontinued operations. The royalties pertain to the Company’s sale of the QuickVerse® product line in 2011. There were no effects on the Company’s Condensed Consolidated Statements of Operations for the nine months ended September 30, 2019 and 2018. See Note 13.

RECENT ACCOUNTING PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS

In February 2016, the FASB issued ASU 2016-02, Leases. The standard requires all leases with lease terms over 12 months to be capitalized as a right-of-use asset and lease liability on the balance sheet at the date of lease commencement. Leases will be classified as either finance or operating. This distinction will be relevant for the pattern of expense recognition in the income statement. This standard is effective for the calendar year ending December 31, 2019. The Company does not have any leases that qualify under the new standard.

In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other: Simplifying the Test for Goodwill Impairment. The standard simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the amendments of ASU 2017-04, an entity should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value, but the loss cannot exceed the total amount of goodwill allocated to the reporting unit. ASU 2017-04 is effective for the calendar year ending December 31, 2020. The amendments require a prospective approach to adoption and early adoption is permitted for interim or annual goodwill impairment tests. The Company is presently evaluating the impact this standard would have.

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Disclosure of accounting policy for costs it has incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process.

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Disclosure of accounting policy for revenue. Includes revenue from contract with customer and from other sources.

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Disclosure of accounting policy for award under share-based payment arrangement. Includes, but is not limited to, methodology and assumption used in measuring cost.

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Disclosure of accounting policy for accounts receivable.

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Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.

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