NOTE C — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and include the accounts of Milestone Scientific and its wholly owned and majority owned subsidiaries, including, Wand Dental (wholly owned), Milestone Advanced Cosmetic (majority owned) and Milestone Medical (majority owned). Milestone Education was a variable interest entity of which Milestone Scientific is the primary beneficiary and is consolidated into Milestone Scientific's financial statements. During

2018,

Milestone Scientific purchased the remaining

50%

increasing its ownership of Milestone Education to

100%.

All significant, intra-entity transactions and balances have been eliminated in the consolidation.

Reclassifications

Certain reclassifications have been made to the

2018

financial statements to conform to the condensed consolidated

2019

financial statement presentation. These reclassification had

effect on net loss or cash flows as previously reported.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions in determining the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to the allowance for doubtful accounts, inventory valuation, and cash flow assumptions regarding evaluations for impairment of long-lived assets and going concern considerations, and valuation allowances on deferred tax assets. Actual results could differ from those estimates

Revenue Recognition

Under ASC

606,

the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To perform revenue recognition for arrangements within the scope of ASC

606,

the Company performs the following

five

steps:

i.	identification of the promised goods or services in the contract;
ii.	determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract;
iii.	measurement of the transaction price, including the constraint on variable consideration;
iv.	allocation of the transaction price to the performance obligations based on estimated selling prices; and
v.	recognition of revenue when (or as) the Company satisfies each performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC 606.

The Company derives its revenues from the sale of its products, primarily dental instruments, handpieces, and other related products. The Company sells its products through a global distribution network and that includes both exclusive and non-exclusive distribution agreements with related and

third

parties.

Revenue from product sales is recognized upon transfer of control of a product to a customer, generally upon date of shipment. For certain arrangements where the shipping terms are FOB destination, revenue is recognized upon delivery. The Company has

obligation on product sales for any installation, set-up or maintenance, these being the responsibility of the buyer. Milestone Scientific's only obligation after sale is the normal commercial warranty against manufacturing defects if the alleged defective unit is returned within the warranty period.

Sales Returns

The Company records allowances for product returns as a reduction of revenue at the time product sales are recorded. Several factors are considered in determining whether an allowance for product returns is required, including the customers’ return rights and the Company’s historical experience with returns and the amount of product in the distribution channel

not

consumed by end users and subject to return. The Company relies on historical return rates to estimate returns. In the future, if any of these factors and/or the history of product returns change, adjustments to the allowance for product returns

may

be required.

Financing and Payment

Our payment terms differ by geography and customer, but payment is generally required within

days from the date of shipment or delivery.

Disaggregation of Revenue

We operate in

two

operating segments: dental and medical. Therefore, results of our operations are reported on a consolidated basis for purposes of segment reporting, consistent with internal management reporting. See Note M for revenues by geographical market, based on the customer’s location, and product category for the years

December 31, 2019

and

2018.

Variable Interest Entities

A variable interest entity ("VIE") is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or (ii) has equity investors who lack the characteristics of a controlling financial interest. A VIE is consolidated by its primary beneficiary. The primary beneficiary has both the power to direct the activities that most significantly impact the entity's economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE.

If Milestone Scientific determines that it has operating power and the obligation to absorb losses or receive benefits, Milestone Scientific consolidates the VIE as the primary beneficiary. Milestone Scientific’s involvement constitutes power that is most significant to the entity when it has unconstrained decision-making ability over key operational functions within the entity.

Because Milestone Scientific has a variable interest in Milestone China, it considered the guidance in ASC

810,

“Consolidation” as it relates to determining whether Milestone China is a VIE and, if so, identifying the primary beneficiary. Milestone Scientific would be considered the primary beneficiary of the VIE if it has both of the following characteristics:

	●	Power Criterion: The power to direct the activities that most significantly impact the entity’s economic performance; and
	●	Losses/Benefits Criterion: The obligation to absorb losses that could potentially be significant or the right to receive benefits that could potentially be significant to the VIE

Milestone Scientific does

not

have the ability to control the activities that most significantly impact Milestone China's economics and, therefore, the power criterion has

not

been met. Management placed the most weight on the relationship and significance of activities of Milestone China to the CEO and a group of significant shareholders, including the CEO, of Milestone China who have the power to direct the activities that most significantly impact the economic performance of Milestone China. Management has concluded that Milestone Scientific is

not

the primary beneficiary under ASC

810.

Accordingly, Milestone China has

not

been consolidated into the financial statements of Milestone Scientific and is accounted for under the equity method. See Note H.

Cash and Cash Equivalents

Milestone Scientific considers all highly liquid investments purchased with an original maturity of

three

months or less to be cash equivalents. At times, such investments,

may

be more than the Federal Deposit Insurance Corporation insurance limit.

Accounts Receivable

Milestone Scientific sells a significant amount of its product on credit terms to its major distributors. Milestone Scientific estimates losses from the ability or inability of its customers to make payments on amounts billed. Most credit sales are due within

days from invoicing. There have

not

been any significant credit losses incurred to date. As of

December 31, 2019

and

2018,

accounts receivable (non- related party) was recorded, net of allowance for doubtful accounts of

$10,000

Inventories

Inventories principally consist of finished goods and component parts stated at the lower of cost (

first

-in,

first

-out method) or net realizable value. Inventory quantities on hand are reviewed on a quarterly basis and a provision for excess, slow moving, defective, and obsolete inventory is recorded if required based on past and expected future sales, potential technological obsolescence and product expiration requirements. As of

December 31, 2019

and

2018,

inventory was recorded net of a valuation allowance for slow moving and defective inventory of approximately

$768,000

and

$763,000,

respectively.

Equity Method Investments

Investments in which Milestone Scientific can exercise significant influence, but do

not

control, are accounted for under the equity method of accounting and are included in the long-term assets on the Consolidated Balance Sheets. Under this method of accounting, Milestone Scientific's share of the net earnings or losses of the investee is presented below the income tax line on the Consolidated Statements of Operations. Milestone Scientific evaluates its equity method investments whenever events or changes in circumstance indicate that the carrying amounts of such investments

may

be impaired. If a decline in the value of an equity method investment is determined to be other than temporary, a loss is recorded in earnings in the current period.

10.

Furniture, Fixture and Equipment

Equipment is recorded at cost, less accumulated depreciation. Depreciation expense is computed using the straight-line method over the estimated useful lives of the assets, which range from

two

seven

years. The costs of maintenance and repairs are charged to operations as incurred.

11.

Intangible Assets – Patents and Developed Technology

Patents are recorded at cost to prepare and file the applicable documents with the US Patent Office, or internationally with the applicable governmental office in the respective country. The costs related to these patents are being amortized using the straight-line method over the estimated useful life of the patent. Patents and other developed technology acquired from another business entity will be amortized at the estimated useful life of the patent. These patents and developed technology are recorded at the acquisition cost. Patent defense costs, to the extent applicable, are expensed as incurred.

12.

Impairment of Long-Lived Assets

Long-lived assets with finite lives are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset

may

not

be recoverable. The Company’s impairment review process is based upon an estimate of future undiscounted cash flow. Factors the Company considers that could trigger an impairment review include the following:

•	significant under performance relative to expected historical or projected future operating results,
•	significant changes in the manner of our use of the acquired assets or the strategy for our overall business
•	significant negative industry or economic trends
•	significant technological changes, which would render the technology obsolete

Recoverability of assets that will continue to be used in the Company's operations is measured by comparing the carrying value to the future net undiscounted cash flows expected to be generated by the asset or asset group. Future undiscounted cash flows include estimates of future revenues, driven by market growth rates, and estimated future costs. See Note J.

13.

Research and Development

Research and development costs, which consist principally of new product development costs payable to

third

parties, are expensed as incurred. Advance payments for the research are amortized to expense either as services are performed or over the relevant service period using the straight-line method.

14.

Income Taxes

Milestone Scientific accounts for income taxes pursuant to the asset and liability method which requires deferred income tax assets and liabilities to be computed for temporary differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

December 31, 2019

and

2018,

we had

uncertain tax positions that required recognition in the consolidated financial statements. Milestone Scientific's policy is to recognize interest and penalties on unrecognized tax benefits in income tax expense in the Consolidated Statements of Operations.

interest and penalties are present for periods open. Tax returns for the

2016,

2017,

and

2018

years are subject to audit by federal and state jurisdictions.

15.

Basic and diluted net loss per common share

Basic earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. In periods where there is net income, we apply the

two

-class method to calculate basic and diluted net income (loss) per share of common stock, as our Series A Convertible Preferred Stock is a participating security. The

two

-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. In periods where there is a net loss, the

two

-class method of computing earnings per share does

not

apply as our Series A Convertible Preferred Stock does

not

contractually participate in our losses.

The Company did

not

include any portion of outstanding options, warrants or convertible preferred stock in the calculation of diluted loss per common share because all such securities are anti-dilutive for all periods presented.

Since Milestone Scientific had net losses for

2019

and

2018,

the assumed effects of the exercise of potentially dilutive outstanding stock options, warrants and convertible preferred stock were

not

included in the calculation as their effect would have been anti-dilutive. Such outstanding options, warrants, and convertible preferred stock totaled

2,336,611

and

9,279,234

December 31, 2019

and

2018,

respectively.

16.

Fair Value of Financial Instruments

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market at the measurement date (exit price). We are required to classify fair value measurements in

one

of the following categories:

	●	Level 1 inputs which are defined as quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.
	●	Level 2 inputs which are defined as inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly or indirectly.
	●	Level 3 inputs are defined as unobservable inputs for the assets or liabilities.

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of an input to the fair value measurement requires judgment and

may

affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. As of

December 31, 2019

and

2018

the Company does

not

have any assets or liabilities that were measured at fair value on a recurring basis.

During the year ended

December 31, 2019

the Company did

not

have sufficient authorized shares to support the exercise of outstanding securities, and reclassified all outstanding warrants and certain employee stock options to liability classification, measured using level

inputs and reclassified all shares-to-be-issued measured using level

inputs, the trading price of the Company’s stock. At

December 17, 2019

the Company increased the number of authorized shares available, extinguishing the derivative liability. The roll forward of the liability associated with certain outstanding warrants an stock options which use level

inputs is as follows. Refer to Note K for more detail.

	December 31, 2019
Balance at beginning of year	$	-
Warrants issued in connection with public offering (See Note I)		376,497
Employee options reclassified as derivative liability		422,484
Change in value of derivative securities – exercised		500,000
Reversal of derivative liability for exercised warrants		(655,000)
Change in fair value of derivative securities - not exercised		820,954
Reversal of Level 3 of derivative liability to equity upon authorized share increase		(1,464,935)
Balance at end of period	$	-

17.

Derivative Liability

The Company does

not

use derivative instruments to hedge exposures to cash flow, market or foreign currency risks; however, the Company has certain financial instruments that qualify as derivatives and are classified as liabilities on the balance sheet. The Company evaluates all its financial instruments to determine if those instruments or any potential embedded components of those instruments qualify as derivatives that need to be separately accounted for in accordance with FASB ASC

815,

“Derivatives and Hedging”. Derivatives satisfying certain criteria are recorded at fair value at issuance and marked-to-market at each balance sheet date with the change in the fair value recorded as income or expense. In addition, upon the occurrence of an event that requires a derivative liability to be reclassified to equity, the derivative liability is revalued to fair value at that date. See Note K, Outstanding Equity Instruments in Excess of Authorized Shares.

18.

Stock-Based Compensation

Milestone Scientific accounts for stock-based compensation under ASC Topic

718,

Share-Based Payment. ASC Topic

718

requires all share-based payments to employees, including grants of employee stock options, to be recognized in the Statements of Operations over the service period, as an operating expense, based on the grant-date fair values.

The fair value of the non-employee options was estimated on the date of grant using the Black Scholes option-pricing model. See Note L.

19.

Recent Accounting Pronouncements

June 2016,

the FASB issued a new standard ASU

No.2016

13,

“Financial Instruments – Credit Losses” (Topic

326

). The new standard is intended to replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. It will be effective for all entities for fiscal years and interim periods, beginning after

December 15, 2022.

November 2016,

the FASB issued a new standard ASU

No.2016

18,

“Statement of Cash Flows – Restricted Cash” (Topic

230

). The new standard provides guidance as to address the diversity of treatment of restricted cash on the statement of cash flows. The adoption of this standard did

not

have a material effect on its presentation within the statement of cash flows.

November 28, 2018,

the Financial Accounting Standards Board (“FASB”) issued ASU

2018

13,

Fair Value Measurement: Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (Topic

820

), which changes the fair value measurement disclosure requirements of ASC

820.

This ASU removes certain disclosure requirements regarding the amounts and reasons for transfers between Level

and Level

of the fair value hierarchy and the policy for timing of transfers between the levels. This ASU also adds disclosure requirements regarding unrealized gains and losses included in Other Comprehensive Income for recurring Level

fair value measurements and the range and weighted average of unobservable inputs used in Level

fair value measurements. ASU

2018

is effective for all entities with fiscal years beginning after

December 15, 2019,

including interim periods therein. Early adoption is permitted for any eliminated or modified disclosures upon issuance of ASU

2018

13.

The Company intends to adopt this standard in

2020

and does

not

expect a significant impact from its adoption.

January 1, 2019,

we adopted Accounting Standards Update

No.

2016

02,

Leases (Topic

842

) (ASU

2016

), by ASU

2018

11,

which supersedes the lease accounting guidance under Topic

840,

and generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use (ROU) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. We adopted the new guidance using the modified retrospective transition approach by applying the new standard to all leases existing at the date of initial application and

not

restating comparative periods. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases.

In adopting the new standard, the Company elected to utilize the available package of practical expedients permitted under the transition guidance, which does

not

require the reassessment of the following: i) whether existing or expired arrangements are or contain a lease, ii) the lease classification of existing or expired leases, and iii) whether previous initial direct costs would qualify for capitalization under the new lease standard. As of the adoption date, the Company identified

three

operating lease arrangements in which it is a lessee. The adoption of this standard resulted in the recognition of operating lease liabilities and right-of-use assets of

$166,292

in the Company’s condensed consolidated balance sheets. The adoption of the standard did

not

have a material effect on the Company’s statements of operations or statements of cash flows. For information regarding the impact of Topic

842

adoption, see Note P – Commitments.