Note 12 - Related Party Transactions

3 Months Ended

Mar. 31, 2020

Notes to Financial Statements

Related Party Transactions Disclosure [Text Block]

NOTE

12

 -- RELATED PARTY TRANSACTIONS

United Systems

Milestone Scientific has a manufacturing agreement with United Systems (whose controlling shareholder, Tom Cheng, is a significant stockholder of Milestone Scientific), the principal manufacturers of its handpieces, pursuant to which it manufactures products under specific purchase orders, but without minimum purchase commitments. Purchases from this manufacturer were approximately

$544,000

and

$338,000

for the

three

months ended

March 31, 2020

and

2019

,  respectively. As

March 31, 2020

and

December 31, 2019 ,

Milestone Scientific owed this manufacturer approximately

$928,000

and

$943,000,

respectively, which is included in accounts payable, related party on the condensed consolidated balance sheets. In

February 2019,

Milestone Scientific Board of Directors granted United Systems

285,714

shares of stock at

$0.35

or

$100,000

for consulting services. These shares were issued

July 2019.

During  

2018,

Milestone Scientific through its wholly owned subsidiary, Wand Dental, entered into an agreement with United Systems. The agreement was a Royalty Agreement for handpieces sold to Milestone China by United Systems. United Systems will pay Wand Dental a royalty equal to the net profit that Wand Dental would have received if the handpieces were sold directly to Milestone China or its Agent. As of

March 31, 2020,

and  

December 31, 2019,

Wand Dental has deferred royalty income of

$342,540

that will be recognized at the earlier of when payment of the royalties is received from United Systems or when collectability is deemed to be this receivable, deferred revenue and deferred cost is included in the reserved receivables in Note

6.

 
Also, during the year ended

December 31, 2018,

a Distribution Agreement between Wand Dental and United Systems was entered into. Under the Distribution agreement United Systems purchased

1,000

STA instruments in

June 2018,

for delivery to Milestone China. Due to the related party nature and collectability concerns Wand Dental has deferred the sale. Milestone Scientific has deferred approximately

$750,000

of related party sales of devices to Milestone China under the agreement with United Systems as of

December 31, 2018.

As of

December 31, 2018,

Milestone Scientific recorded accounts receivable, related party and deferred revenue, related party of

$750,000

and deferred cost, related of

$686,365,

respectively. The deferred revenue, accounts receivable and deferred cost from this transaction are included in accounts receivable, deferred revenue and deferred cost related, party related to Milestone China disclosed on the condensed consolidated balance sheets. This receivable, deferred revenue and deferred cost is included in the reserved receivables in Note

6.

Due to the default on the arrangement  and Milestone China’s liquidity constraints, Milestone Scientific halted  shipments to Milestone China. In

2019,

The Company has adjusted the accounts receivable related party and the deferred revenue related party based on the expected payment realization and recorded a reserve against the related deferred cost of

$1.25

million which includes the sales  to United Systems. The amounts due from Untied Systems described above are included in the adjustments and reserves for Milestone China. See Note

6.

See Note

14,

Subsequent Events for related parties' transaction in

April 2020.

Milestone China

At

March 31, 2020,

Milestone Scientific owned a

40%

interest in Milestone China. See Note

6.

 
 

Other

As of  

March 31, 2020,

and

December 31, 2019,

Milestone Scientific has deferred compensation and accrued pension due to Interim Chief Executive Officer of approximately

$517,000

and

$386,000,

respectively which is included accrued expenses related party.
 
As of  

March 31, 2020,

and

December 31, 

2019,

Milestone Scientific has deferred compensation due to Chief Financial Officer of

$65,600

and

$56,800,

respectively which is included accrued expenses related party.
 
As of  

March 31, 2020,

and

December 31, 

2019,

Milestone Scientific recorded deferred compensation for Chief  Executive Officer of Wand Dental of approximately of and

$433,000,

and 

$380,000,

respectively which is included accrued expenses related party.

In

August 2016,

K. Tucker Andersen, a significant stockholder of Milestone Scientific, entered into a

three

-year agreement with Milestone Scientific to provide financial and business strategic services. Expenses recognized on this agreement were

$25,000

for the

three

months ended

March 31, 2020,

and

2019,

respectively.
 

In

January 2017,

Milestone Scientific entered into a

twelve

-month agreement with Innovest S.p.A., a significant stockholder of Milestone Scientific, to provide consulting services. This agreement will renew for successive

twelve

-month terms unless terminated by Innovest S.p.A or Milestone Scientific. Expenses recognized on this agreement were

$20,000

for the

three

months ended

March 31, 2020,

and

2019

respectively.
 
The Director of Clinical Affairs’ royalty fee was approximately

$95,000

and

$91,490

for the

three

months ended

March 31, 2020

and

2019,

respectively. Additionally, Milestone Scientific expensed consulting fees to the Director of Clinical Affairs of

$39,000

 for the

three

months ended

March 31, 2020

and

2019,

respectively. As of

March 31, 2020

and

December 31, 2019 ,

Milestone Scientific owed the Director Clinical Affairs for royalties of approximately

$467,000

 and

$390,000,

respectively, which is included in accounts payable, related party and accrued expense, related party.