SCIENTIFIC INDUSTRIES INC - Quarter Report: 2018 December (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒
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QUARTERLY REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the
quarterly period ended December 31,
2018
☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the
transition period from ________to________
Commission file number 0-6658
SCIENTIFIC INDUSTRIES, INC.
(Exact
Name of Registrant in Its Charter)
Delaware
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04-2217279
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification No.)
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80 Orville Drive, Suite 102, Bohemia, New York
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11716
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(Address of principal executive offices)
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(Zip Code)
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(631) 567-4700
(Registrant’s telephone number, including area
code)
Not Applicable
(Former name, former address and former fiscal year, if changed
since last report)
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 for 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 Website, 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 ☐
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Non-accelerated filer ☐(Do
not check if a smaller reporting company)
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Smaller reporting company ☒
|
|
Emerging Growth ☐
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Indicate
by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the
Act)
|
Yes☐
No ☒
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The
number of shares outstanding of the registrant’s common
stock, par value $.05 per share (“Common Stock”) as of
February 4, 2019 is 1,494,112 shares.
SCIENTIFIC INDUSTRIES, INC.
Table
of Contents
PART I - Financial Information
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CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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Condensed
Consolidated Balance Sheets
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1
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Condensed
Consolidated Statements of Operations
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2
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Condensed
Consolidated Statements of Comprehensive Income (Loss)
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3
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Condensed
Consolidated Statements of Cash Flows
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4
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Notes
to Unaudited Condensed Consolidated Financial
Statements
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5
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MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
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13
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CONTROLS
AND PROCEDURES
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15
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PART II - Other Information
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EXHIBITS
AND REPORTS ON FORM 8-K
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15
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16
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PART I – FINANCIAL INFORMATION
Item 1. Financial
Statements
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
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December
31,
2018
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June
30,
2018
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Current
assets:
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(Unaudited)
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Cash and cash
equivalents
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$1,358,100
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$1,053,100
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Investment
securities
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307,800
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314,700
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Trade accounts
receivable, less allowance for doubtful accounts of $11,600 at
December 31, 2018 and
June 30,
2018
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1,216,500
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1,444,100
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Contract assets,
current
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307,200
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278,200
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Inventories
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2,723,900
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2,267,900
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Prepaid expenses
and other current assets
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101,400
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33,500
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Total current
assets
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6,014,900
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5,391,500
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Property and
equipment, net
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177,900
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199,500
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Intangible assets,
net
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222,600
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338,700
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Goodwill
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705,300
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705,300
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Contract assets,
less current portion
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-
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245,400
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Other
assets
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52,500
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52,500
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Deferred
taxes
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385,500
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392,600
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Total
assets
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$7,558,700
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$7,325,500
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LIABILITIES AND SHAREHOLDERS’ EQUITY
Current
liabilities:
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Accounts
payable
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$570,700
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$428,000
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Accrued expenses
and taxes, current portion
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556,100
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657,700
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Contract
liabilities
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114,300
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63,800
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Contingent
consideration, current portion
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118,000
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118,000
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Notes
payable
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2,500
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5,800
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Total current
liabilities
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1,361,600
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1,273,300
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Accrued expenses,
less current portion
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-
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60,000
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Contingent
consideration payable, less current portion
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290,000
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290,000
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Total
liabilities
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1,651,600
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1,623,300
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Shareholders’
equity:
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Common stock, $.05
par value; authorized 7,000,000 shares; issued 1,513,914,
outstanding 1,494,112 shares at December 31, 2018 and June 30,
2018
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75,700
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75,700
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Additional
paid-in capital
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2,564,100
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2,545,900
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Accumulated
other comprehensive gain (loss)
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(19,800)
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1,200
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Retained
earnings
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3,339,500
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3,131,800
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5,959,500
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5,754,600
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Less common stock
held in treasury at cost, 19,802 shares
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52,400
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52,400
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Total
shareholders’ equity
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5,907,100
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5,702,200
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Total liabilities
and shareholders’ equity
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$7,558,700
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$7,325,500
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1
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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For
the Three Month Period Ended December 31,
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For
the Three Month Period Ended December 31,
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For
the Six Month Period Ended December 31,
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For
the Six Month Period Ended December 31,
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2018
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2017
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2018
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2017
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Revenues
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$2,163,200
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$1,892,400
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$4,201,800
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$3,173,300
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Cost of
revenues
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1,187,500
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1,126,700
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2,280,400
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1,955,900
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Gross
profit
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975,700
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765,700
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1,921,400
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1,217,400
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Operating
expenses:
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General and
administrative
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462,100
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407,900
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878,600
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836,300
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Selling
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248,200
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214,600
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484,300
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415,600
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Research and
development
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109,400
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132,900
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226,700
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262,000
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Total operating
expenses
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819,700
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755,400
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1,589,600
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1,513,900
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Income (loss) from
operations
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156,000
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10,300
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331,800
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(296,500)
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Other income
(expense):
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Interest
income
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2,500
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5,200
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2,800
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5,600
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Other
income, net
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(9,300)
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1,400
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(7,400)
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1,400
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Interest
expense
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(400)
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(500)
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(800)
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(600)
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Total other income
(expense), net
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(7,200)
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6,100
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(5,400)
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6,400
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Income (loss)
before income tax expense
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148,800
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16,400
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326,400
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(290,100)
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Income tax
expense:
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Current
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24,400
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71,800
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53,900
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8,000
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Deferred
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6,000
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25,600
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12,000
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15,500
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Total income tax
expense
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30,400
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97,400
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65,900
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23,500
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Net income
(loss)
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$118,400
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$(81,000)
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$260,500
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$(313,600)
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Basic earnings
(loss) per common share
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$.08
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$(.05)
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$.17
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$(.21)
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Diluted earnings
(loss) per common share
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$.08
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$.(05)
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$.17
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$(.21)
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Cash dividends
declared per common share
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$.05
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$.00
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$.05
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$.00
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See
notes to unaudited condensed consolidated financial
statements.
2
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
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For
the Three Month Period Ended December 31,
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For
the Three Month Period Ended December 31,
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For
the Six Month Period Ended December 31,
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For
the Six Month Period Ended December 31,
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2018
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2017
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2018
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2017
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Net income
(loss)
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$118,400
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$(81,000)
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$260,500
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$(313,600)
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Other comprehensive
income (loss):
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Unrealized holding
gain (loss)
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arising during
period,
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net of
tax
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(2,900)
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1,600
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(21,000)
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4,200
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Comprehensive
Income (loss)
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$115,500
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$(79,400)
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$239,500
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$(309,400)
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See
notes to unaudited condensed consolidated financial
statements.
3
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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For
the Six Month Period Ended December 31,
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For
the Six Month Period Ended December 31,
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2018
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2017
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Operating
activities:
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Net income
(loss)
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$260,500
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$(313,600)
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Adjustments
to reconcile net income (loss) provided by (used in) operating
activities:
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Loss
on sale of investments
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5,000
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-
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Depreciation
and amortization
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151,900
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154,100
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Unrealized
holding gain of investments
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3,300
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-
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Deferred income
taxes
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7,100
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16,500
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Income tax benefit
of stock options exercised
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-
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8,000
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Stock-based
compensation
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18,200
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12,400
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Changes
in operating assets and liabilities:
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Trade accounts
receivable
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227,600
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(184,000)
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Contract
assets
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216,400
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133,100
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Inventories
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(456,000)
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(431,400)
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Prepaid and other
current assets
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(67,900)
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(66,300)
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Accounts
payable
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142,700
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240,200
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Contract
liabilities
|
50,500
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321,800
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Accrued expenses
and taxes
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(162,000)
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(24,500)
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Total
adjustments
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136,800
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179,900
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Net cash provided
by (used in) operating activities
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397,300
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(133,700)
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Investing
activities:
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Redemption
of investment securities, available-for-sale
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2,700
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-
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Purchase of
investment securities, available-for- sale
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(75,200)
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(15,000)
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Sale of investment
securities, available-for-sale
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72,400
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Capital
expenditures
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(7,900)
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(68,100)
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Purchase of other
intangible assets
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(6,300)
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(1,500)
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Net cash used in
investing activities
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(14,300)
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(84,600)
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Financing
activities:
|
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Line
of credit proceeds
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-
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40,000
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Payments
for contingent consideration
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-
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(142,700)
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Cash
dividend declared and paid
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(74,700)
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-
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Principal
payments on notes payable
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(3,300)
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(3,400)
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Net cash used in
financing activities
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(78,000)
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(106,100)
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Net increase
(decrease) in cash and cash equivalents
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305,000
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(324,400)
|
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Cash and cash
equivalents, beginning of year
|
1,053,100
|
1,025,100
|
|
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Cash and cash
equivalents, end of period
|
$1,358,100
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$700,700
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Supplemental
disclosures:
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|
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Cash paid during
the period for:
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Income
taxes
|
$39,700
|
$16,000
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Interest
|
800
|
600
|
See
notes to unaudited condensed consolidated financial
statements.
4
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
General:
|
The
accompanying unaudited interim condensed consolidated financial
statements are prepared pursuant to the Securities and Exchange
Commission’s rules and regulations for reporting on Form
10-Q. Accordingly, certain information and footnotes required by
accounting principles generally accepted in the United States for
complete financial statements are not included herein. The Company
believes all adjustments necessary for a fair presentation of these
interim statements have been included and that they are of a normal
and recurring nature. These interim statements should be read in
conjunction with the Company’s financial statements and notes
thereto, included in its Annual Report on Form 10-K, for the fiscal
year ended June 30, 2018. The results for the three months and six
months ended December 31, 2018, are not necessarily an indication
of the results for the full fiscal year ending June 30,
2019.
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1. Summary of Significant
Accounting Policies
Principles of Consolidation
The
accompanying consolidated financial statements include the accounts
of Scientific Industries, Inc., Altamira Instruments, Inc.
(“Altamira”), a Delaware corporation and wholly-owned
subsidiary, and Scientific Bioprocessing, Inc. (“SBI”),
a Delaware corporation and wholly-owned subsidiary, and Scientific
Packaging Industries, Inc., an inactive wholly-owned subsidiary
(all collectively referred to as the “Company”). All
material intercompany balances and transactions have been
eliminated.
Recent Accounting Pronouncements
In
February 2016, the FASB issued ASU No. 2016-02,
“Leases” (Topic 842). The FASB issued this update to
increase transparency and comparability among organizations by
recognizing lease assets and lease liabilities on the balance sheet
and disclosing key information about leasing arrangements. The
updated guidance is effective for annual periods beginning after
December 15, 2018, including interim periods within those fiscal
years. Early adoption of the update is permitted. The Company is
currently evaluating the impact of the new standard.
In July
2017, the FASB issued ASU 2017-11, “Earnings Per Share (Topic 260), Distinguishing
Liabilities from Equity (Topic 480) and Derivatives and Hedging
(Topic 815): I. Accounting for Certain Financial Instruments with
Down Round Features; II. Replacement of the Indefinite Deferral for
Mandatorily Redeemable Financial Instruments of Certain Nonpublic
Entities and Certain Mandatorily Redeemable Noncontrolling
Interests with a Scope Exception”. Part I of this
update addresses the complexity of accounting for certain financial
instruments with down round features. Down round features are
features of certain equity-linked instruments (or embedded
features) that result in the strike price being reduced on the
basis of the pricing of future equity offerings. Current accounting
guidance creates cost and complexity for entities that issue
financial instruments (such as warrants and convertible
instruments) with down round features that require fair value
measurement of the entire instrument or conversion option. Part II
of this update addresses the difficulty of navigating Topic 480,
Distinguishing Liabilities from Equity, because of the existence of
extensive pending content in the FASB Accounting Standards
Codification. This pending content is the result of the indefinite
deferral of accounting requirements about mandatorily redeemable
financial instruments of certain nonpublic entities and certain
mandatorily redeemable noncontrolling interests. The amendments in
Part II of this update do not have an accounting effect. This ASU
is effective for fiscal years, and interim periods within those
years, beginning after December 15, 2018. The Company is evaluating
the effect that ASU 2017-11 will have on its financial statements
and related disclosures.
Adopted Accounting Pronouncements
In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts
with Customers: Identifying Performance Obligations and
Licensing (Topic
606)”. In March 2016, the FASB issued ASU No. 2016-08,
“Revenue from Contracts with Customers: Principal versus
Agent Considerations (Reporting Revenue Gross verses Net) (Topic
606)”. These amendments provide additional clarification and
implementation guidance on the previously issued ASU 2014-09,
“Revenue from Contracts with Customers”. The amendments
in ASU 2016-10 provide clarifying guidance on materiality of
performance obligations; evaluating distinct performance
obligations; treatment of shipping and handling costs; and
determining whether an entity’s promise to grant a license
provides a customer with either a right to use an entity’s
intellectual property or a right to access an entity’s
intellectual property. The amendments in ASU 2016-08 clarify how an
entity should identify the specified good or service for the
principal versus agent evaluation and how it should apply the
control principle to certain types of arrangements. The Company
adopted the provisions of these pronouncements on July 1, 2018,
using the modified retrospective approach. Revenue from the
Company’s sales continue to generally be recognized when
products are shipped (i.e. point in time). As such, the adoption of
ASU 2016-10 had no material impact to the Company’s financial
position or results of operations; however, the Company has now
presented the disclosures required by this new standard, refer to
Note 2.
5
In
August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and
Cash Payments”. This update provides guidance on how
to record eight specific cash flow issues. This update is effective
for fiscal years beginning after December 15, 2017, and interim
periods within those fiscal years. Early adoption is permitted and
a retrospective transition method to each period should be
presented. The adoption of this ASU had no impact on the
Company’s consolidated financial statements.
In
November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic
230)”, requiring that the statement of cash flows
explain the change in the total cash, cash equivalents, and amounts
generally described as restricted cash or restricted cash
equivalents. This guidance is effective for fiscal years, and
interim reporting periods therein, beginning after December 15,
2017 with early adoption permitted. The provisions of this guidance
are to be applied using a retrospective approach which requires
application of the guidance for all periods presented. The adoption
of this ASU had no impact on the Company’s consolidated
financial statements.
Reclassification
Trade accounts receivable, current of $307,200 and $278,200, and
trade accounts receivable, long term of $245,400 for the year ended
June 30, 2018 were reclassified to contract assets, current; and
contract assets, less current portion, respectively, on the balance
sheet as of December 31, and June 30, 2018. Customer advances were
reclassified to contract liabilities as of December 31, and June
30, 2018.
2.
Revenue
The
Company’s revenues are comprised of product sales (Benchtop
Laboratory Equipment Operations) as well as products and related
services such as installation and training as is customary for its
customers of the Catalyst Research Instruments Operations. In
addition, the Company’s Bioprocessing Systems
Operations’ revenues are comprised of royalty revenues. All
revenue is recognized when the Company satisfies its performance
obligation(s) under the contract (either implicit or explicit) by
transferring the promised product or service to its customer either
when (or as) its customer obtains control of the product or
service. A performance obligation is a promise in a contract to
transfer a distinct product or service to a customer. A
contract’s transaction price is allocated to each distinct
performance obligation. The majority of the Company’s
contracts have a single performance obligation, as the promise to
transfer products or services is not separately identifiable from
other promises in the contract and, therefore, not distinct. For
contracts with multiple performance obligations, the Company
allocates the contract’s transaction price to each
performance obligation using the Company’s best estimate of
standalone selling price for each distinct product or service in
the contract, which is generally based on an observable
price.
Revenue
is measured as the amount of consideration the Company expects to
receive in exchange for transferring products or providing
services. As such, revenue is recorded net of returns, allowances,
customer discounts, and incentives. Revenue from the Bioprocessing
Systems Operations are recognized over time based on
Management’s judgment and estimates.
3. Segment Information and
Concentrations
The
Company views its operations as three segments: the manufacture and
marketing of standard benchtop laboratory equipment for research in
university, hospital and industrial laboratories sold primarily
through laboratory equipment distributors and laboratory and
pharmacy balances and scales (“Benchtop Laboratory Equipment
Operations”), the manufacture and marketing of custom-made
catalyst research instruments for universities, government
laboratories, and chemical and petrochemical companies sold on a
direct basis (“Catalyst Research Instruments
Operations”) and the design and marketing of bioprocessing
systems and products and related royalty income
(“Bioprocessing Systems”).
Segment
information is reported as follows:
|
Benchtop
Laboratory Equipment
|
Catalyst
Research
Instruments
|
Bioprocessing
Systems
|
Corporate
And
Other
|
Consolidated
|
Three Months Ended December 31,
2018:
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$1,803,100
|
$227,200
|
$132,900
|
$-
|
$2,163,200
|
|
|
|
|
|
|
Foreign
Sales
|
743,600
|
222,900
|
-
|
-
|
966,500
|
|
|
|
|
|
|
Income (Loss)
From Operations
|
148,600
|
(48,300)
|
55,700
|
-
|
156,000
|
|
|
|
|
|
|
Assets
|
4,762,000
|
1,376,100
|
727,300
|
693,300
|
7,558,700
|
|
|
|
|
|
|
Long-Lived
Asset Expenditures
|
10,800
|
1,200
|
-
|
-
|
12,000
|
|
|
|
|
|
|
Depreciation
and Amortization
|
66,400
|
200
|
9,400
|
-
|
76,000
|
6
|
Benchtop Laboratory Equipment
|
Catalyst Research
Instruments
|
Bioprocessing
Systems
|
Corporate
And
Other
|
Consolidated
|
Three Months Ended December 31,
2017:
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$1,686,200
|
$153,500
|
$52,700
|
$-
|
$1,892,400
|
|
|
|
|
|
|
Foreign
Sales
|
815,300
|
2,600
|
-
|
-
|
817,900
|
|
|
|
|
|
|
Income (Loss)
From Operations
|
122,000
|
(103,400)
|
(8,300)
|
-
|
10,300
|
|
|
|
|
|
|
Assets
|
4,085,800
|
1,613,200
|
467,900
|
803,300
|
6,970,200
|
|
|
|
|
|
|
Long-Lived
Asset Expenditures
|
33,000
|
1,900
|
2,500
|
-
|
37,400
|
|
|
|
|
|
|
Depreciation
and Amortization
|
67,000
|
700
|
9,300
|
-
|
77,000
|
Approximately
51% and 53% of total benchtop laboratory equipment sales (42% and
48% of total revenues) for the three month periods ended December
31, 2018 and 2017, respectively, were derived from the
Company’s main product, the Vortex-Genie 2 mixer, excluding
accessories.
Approximately
25% and 21% of total benchtop laboratory equipment sales (21% and
19% of total revenues) were derived from the Torbal Scales Division
for the three months ended December 31, 2018 and 2017,
respectively.
For the
three months ended December 31, 2018 and 2017, respectively, three
customers accounted for approximately 21% and 22% of net sales of
the Benchtop Laboratory Equipment Operations (18% and 20% of the
Company’s total revenues). Sales of catalyst research
instruments generally comprise a few very large orders averaging
approximately $50,000 per order to a limited number of customers,
who differ from order to order. Sales to two and one customer
during the three months ended December 31, 2018 and 2017, accounted
for approximately 96% and 74% of the Catalyst Research Instrument
Operations’ revenues and 10% and 7% of the Company’s
total revenues, respectively.
|
Benchtop
Laboratory Equipment
|
Catalyst Research
Instruments
|
Bioprocessing
Systems
|
Corporate
And
Other
|
Consolidated
|
Six Months Ended December 31, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$3,495,100
|
$444,600
|
$262,100
|
$-
|
$4,201,800
|
|
|
|
|
|
|
Foreign
Sales
|
1,379,300
|
365,200
|
-
|
-
|
1,744,500
|
|
|
|
|
|
|
Income (Loss)
From Operations
|
324,200
|
(111,300)
|
118,900
|
-
|
331,800
|
|
|
|
|
|
|
Assets
|
4,762,000
|
1,376,100
|
727,300
|
693,300
|
7,558,700
|
|
|
|
|
|
|
Long-Lived
Asset Expenditures
|
13,000
|
1,200
|
-
|
-
|
14,200
|
|
|
|
|
|
|
Depreciation
and Amortization
|
132,700
|
400
|
18,800
|
-
|
151,900
|
7
|
Benchtop
Laboratory Equipment
|
Catalyst Research
Instruments
|
Bioprocessing
Systems
|
Corporate
And
Other
|
Consolidated
|
Six Months Ended December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$2,885,600
|
$182,300
|
$105,400
|
$-
|
$3,173,300
|
|
|
|
|
|
|
Foreign
Sales
|
1,317,600
|
9,000
|
-
|
-
|
1,326,600
|
|
|
|
|
|
|
Income (Loss)
From Operations
|
28,100
|
(287,500)
|
(37,100)
|
-
|
(296,500)
|
|
|
|
|
|
|
Assets
|
4,085,800
|
1,613,200
|
467,900
|
803,300
|
6,970,200
|
|
|
|
|
|
|
Long-Lived
Asset Expenditures
|
65,200
|
1,900
|
2,500
|
-
|
69,600
|
|
|
|
|
|
|
Depreciation
and Amortization
|
131,900
|
3,500
|
18,700
|
-
|
154,100
|
Approximately
50% total benchtop laboratory equipment sales (41% and 46% of total
revenues) for both six month periods ended December 31, 2018 and
2017, respectively, were derived from the Company’s main
product, the Vortex-Genie 2 mixer, excluding
accessories.
Approximately
25% and 23% of total benchtop laboratory equipment sales (21% of
total revenues) were derived from the Torbal Scales Division for
both the six months ended December 31, 2018 and 2017, respectively.
For the six months ended December 31, 2018 and 2017, respectively,
three customers accountedy for approximately 22% of net sales of
the Benchtop Laboratory Equipment Operations for both six month
periods ended December 31, 2018 and 2017 (18% and 20% of the
Company’s total revenues), respectively.
Sales
of catalyst research instruments generally comprise a few very
large orders averaging approximately $50,000 per order to a limited
number of customers, who differ from order to order. Sales to five
and one customer during the six months ended December 31, 2018 and
2017, accounted for approximately 90% and 64% of the Catalyst
Research Instrument Operations’ revenues and 10% and 4% of
the Company’s total revenues, respectively.
4. Fair Value of Financial
Instruments
The
FASB defines the fair value of financial instruments as the amount
that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at
the measurement date. Fair value measurements do not include
transaction costs.
The
accounting guidance also expands the disclosure requirements around
fair value and establishes a fair value hierarchy for valuation
inputs. The hierarchy prioritizes the inputs into three levels
based on the extent to which inputs used in measuring fair value
are observable in the market. Each fair value measurement is
reported in one of the three levels, which is determined by the
lowest level input that is significant to the fair value
measurement in its entirety. These levels are described
below:
Level 1
- Inputs that are based upon unadjusted quoted prices for identical
instruments traded in active markets.
Level 2
- Quoted prices in markets that are not considered to be active or
financial instruments for which all significant inputs are
observable, either directly or indirectly.
Level 3
- Prices or valuation that require inputs that are both significant
to the fair value measurement and unobservable.
In
valuing assets and liabilities, the Company is required to maximize
the use of quoted market prices and minimize the use of
unobservable inputs. The Company calculated the fair value of its
Level 1 and 2 instruments based on the exchange traded price of
similar or identical instruments where available or based on other
observable instruments. These calculations take into consideration
the credit risk of both the Company and its counterparties. The
Company has not changed its valuation techniques in measuring the
fair value of any financial assets and liabilities during the
period.
8
The
fair value of the contingent consideration obligations are based on
a probability weighted approach derived from the estimates of
earn-out criteria and the probability assessment with respect to
the likelihood of achieving those criteria. The measurement is
based on significant inputs that are not observable in the market,
therefore, the Company classifies this liability as Level 3 in the
following tables.
The
following tables set forth by level within the fair value hierarchy
the Company’s financial assets that were accounted for at
fair value on a recurring basis at December 31, 2018 and June 30,
2018 according to the valuation techniques the Company used to
determine their fair values:
|
|
Fair
Value Measurements Using Inputs Considered as
|
||
|
Fair
Value at December 31, 2018
|
Level 1
|
Level 2
|
Level 3
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
$1,358,100
|
$1,358,100
|
$-
|
$-
|
Available for sale
securities
|
307,800
|
307,800
|
-
|
-
|
|
|
|
|
|
Total
|
$1,665,900
|
$1,665,900
|
$-
|
$-
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
Contingent
consideration
|
$408,000
|
$-
|
$-
|
$408,000
|
|
|
Fair
Value Measurements Using Inputs Considered as
|
||
|
Fair
Value at June 30, 2018
|
Level 1
|
Level 2
|
Level 3
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
$1,053,100
|
$1,053,100
|
$-
|
$-
|
Available for sale
securities
|
314,700
|
314,700
|
-
|
-
|
|
|
|
|
|
Total
|
$1,367,800
|
$1,367,800
|
$-
|
$-
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
Contingent
consideration
|
$408,000
|
$-
|
$-
|
$408,000
|
The
following table sets forth an analysis of changes during the six
months ended December 31, 2018 and 2017 in Level 3 financial
liabilities of the Company:
|
December 31,
2018
|
December 31,
2017
|
Beginning
balance
|
$408,000
|
$297,000
|
Payments
|
-
|
(142,700)
|
|
|
|
Ending
balance
|
$408,000
|
$154,300
|
9
Investments
in marketable securities classified as available for sale by
security type at December 31, 2018 and June 30, 2018 consisted of
the following:
|
Cost
|
Fair
Value
|
Unrealized Holding
Gain (Loss)
|
At December 31,
2018:
|
|
|
|
Available for
sale:
|
|
|
|
Equity
securities
|
$48,700
|
$67,100
|
$18,400
|
Mutual
funds
|
260,500
|
240,700
|
(19,800)
|
|
|
|
|
|
$309,200
|
$307,800
|
$(1,400)
|
|
Cost
|
Fair
Value
|
Unrealized Holding
Gain (Loss)
|
At June 30,
2018:
|
|
|
|
Available for
sale:
|
|
|
|
Equity
securities
|
$45,700
|
$67,800
|
$22,100
|
Mutual
funds
|
267,800
|
246,900
|
(20,900)
|
|
|
|
|
|
$313,500
|
$314,700
|
$1,200
|
5. Inventories
Inventories
are valued at the lower of cost (determined on a first-in,
first-out basis) or net realizable value, and have been reduced by
an allowance for excess and obsolete inventories. The estimate is
based on managements review of inventories on hand compared to
estimated future usage and sales. Cost of work-in-process and
finished goods inventories include material, labor, and
manufacturing overhead.
|
December 31,
2018
|
June
30,
2018
|
|
|
|
Raw
materials
|
$1,554,000
|
$1,488,000
|
Work-in-process
|
555,300
|
352,700
|
Finished
goods
|
614,600
|
427,200
|
|
|
|
|
$2,723,900
|
$2,267,900
|
10
6. Goodwill and Other
Intangible Assets
Goodwill
represents the excess of the purchase price over the fair value of
the net assets acquired in connection with the Company’s
acquisitions. Goodwill amounted to $705,300 at December 31, 2018
and June 30, 2018, all of which is expected to be deductible for
tax purposes.
The
components of other intangible assets are as follows:
|
Useful
Lives
|
Cost
|
Accumulated
Amortization
|
Net
|
At December 31,
2018:
|
|
|
|
|
|
|
|
|
|
Technology,
trademarks
|
5/10
yrs.
|
$662,800
|
$649,500
|
$13,300
|
Trade
names
|
6 yrs.
|
140,000
|
112,800
|
27,200
|
Websites
|
5 yrs.
|
210,000
|
203,000
|
7,000
|
Customer
relationships
|
9/10
yrs.
|
357,000
|
301,400
|
55,600
|
Sublicense
agreements
|
10
yrs.
|
294,000
|
209,500
|
84,500
|
Non-compete
agreements
|
5 yrs.
|
384,000
|
375,000
|
9,000
|
IPR&D
|
3 yrs.
|
110,000
|
110,000
|
-
|
Other intangible
assets
|
5 yrs.
|
204,300
|
178,300
|
26,000
|
|
|
|
|
|
|
$2,362,100
|
$2,139,500
|
$222,600
|
|
Useful
Lives
|
Cost
|
Accumulated
Amortization
|
Net
|
|
|
|
|
|
At June 30,
2018:
|
|
|
|
|
|
|
|
|
|
Technology,
trademarks
|
5/10
yrs.
|
$662,800
|
$613,400
|
$49,400
|
Trade
names
|
6 yrs.
|
140,000
|
101,100
|
38,900
|
Websites
|
5 yrs.
|
210,000
|
182,000
|
28,000
|
Customer
relationships
|
9/10
yrs.
|
357,000
|
294,800
|
62,200
|
Sublicense
agreements
|
10
yrs.
|
294,000
|
194,800
|
99,200
|
Non-compete
agreements
|
5 yrs.
|
384,000
|
348,000
|
36,000
|
IPR&D
|
3 yrs.
|
110,000
|
110,000
|
-
|
Other intangible
assets
|
5 yrs.
|
198,100
|
173,100
|
25,000
|
|
|
|
|
|
|
$2,355,900
|
$2,017,200
|
$338,700
|
Total
amortization expense was $61,300 and $61,100 for the three months
ended December 31, 2018 and 2017, respectively and $122,300 and
$122,200 for the six months ended December 31, 2018 and 2017,
respectively. As of December 31, 2018, estimated future
amortization expense related to intangible assets is $64,700 for
the remainder of the fiscal year ending June 30, 2019, $66,400 for
fiscal 2020, $49,100 for fiscal 2021, $26,100 for fiscal 2022,
$9,800 for fiscal 2023, and $6,500 thereafter.
11
7. Earnings (Loss) Per
Common Share
Earnings
(loss) per common share data was computed as follows:
|
For the Three Month Period
Ended
December 31,
2018
|
For the Three Month Period
Ended
December 31,
2017
|
For the Six Month Period
Ended
December 31,
2018
|
For the Six Month Period
Ended
December 31,
2017
|
|
|
|
|
|
Net
income (loss)
|
$118,400
|
$(81,000)
|
$260,500
|
$(313,600)
|
|
|
|
|
|
Weighted
average common shares outstanding
|
1,494,112
|
1,494,112
|
1,494,112
|
1,494,112
|
Effect
of dilutive securities
|
18,839
|
-
|
11,368
|
-
|
Weighted
average dilutive common shares outstanding
|
1,512,951
|
-
|
1,505,480
|
-
|
|
|
|
|
|
Basic
earnings (loss) per common share
|
$.08
|
$(.05)
|
$.17
|
$(.21)
|
Diluted
earnings (loss) per common share
|
$.08
|
$(.05)
|
$.17
|
$(.21)
|
Approximately
82,000 shares of the Company's common stock issuable upon the
exercise of outstanding options were excluded from the calculation
of diluted earnings per common share for the three and six month
periods ended December 31, 2017, because the effect would be
anti-dilutive.
12
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Forward-Looking statements. Certain statements contained in this report
are not based on historical facts, but are forward-looking
statements that are based upon various assumptions about future
conditions. Actual events in the future could differ materially
from those described in the forward-looking information. Numerous
unknown factors and future events could cause such differences,
including but not limited to, product demand, market acceptance,
success of marketing strategy, success of expansion efforts, impact
of competition, adverse economic conditions, and other factors
affecting the Company’s business that are beyond the
Company’s control, which are discussed elsewhere in this
report. Consequently, no forward-looking statement can be
guaranteed. The Company undertakes no obligation to publicly update
forward-looking statements, whether as a result of new information,
future events or otherwise. This Management’s Discussion and
Analysis of Financial Condition and Results of Operations should be
read in conjunction with the Company’s financial statements
and the related notes included elsewhere in this
report.
Overview.
The
Company reflected income before income tax expense of $148,800 for
the three months ended December 31, 2018 compared to $16,400 for
the three months ended December 31, 2017, primarily due to an
increase in earned royalties by the Bioprocessing Systems
Operations and reduced losses by the Catalyst Research Instruments
Operations. The Company reflected income before income tax of
$326,400 for the six months ended December 31, 2018 compared to a
loss before income tax of $290,100 for the six months ended
December 31, 2017 due to increases in revenues and profits across
all business segments as described further under “Results of
Operations”. The results reflected total non-cash amounts for
depreciation and amortization of $76,000 and $151,900 for the three and six month
periods ended December 31, 2018 compared to $77,000 and $154,100
for the corresponding three and six month periods in
2017.
Results of Operations.
The Three Months Ended December 31, 2018 Compared with The Three
Months Ended December 31, 2017
Net
revenues for the three months ended December 31, 2018 increased
$270,800 (14.3%) to $2,163,200 from $1,892,400 for the three months
ended December 31, 2017, reflecting increased sales of benchtop
laboratory equipment of $116,900 resulting primarily from sales of
Torbal brand products, an increase of $73,700 in net sales of
catalyst research instruments due to sales of custom products, and
an increase in earned bioprocessing royalties of $80,200 due to
higher royalties earned overseas. The benchtop laboratory equipment
sales reflected $458,700 of Torbal brand product sales for the
three months ended December 31, 2018, compared to $359,900 in the
three months ended December 31, 2017.
As of
December 31, 2018, the order backlog for catalyst research
instruments was $617,400, substantially all of which is expected to
be shipped during fiscal year ending June 30, 2019, compared to
$752,500 as of December 31, 2017.
The
overall gross profit percentage for the three months ended December
31, 2018 increased to 45.1% compared to 40.5% for the three months
ended December 31, 2017 due to higher sales and lower labor and
overhead costs by the Catalyst Research Instruments
Operations.
General
and administrative expenses for the three months ended December 31,
2018 increased by $54,200 (13.3%) to $462,100 compared to $407,900
for the three months ended December 31, 2017, due to various small
increases in expenses by the Benchtop Laboratory Equipment
Operations and the Catalyst Research Instruments
Operations..
Selling
expenses for the three months ended December 31, 2018 increased
$33,600 (15.7%) to $248,200 from $214,600 for the three months
ended December 31, 2017, due to higher sales and marketing related
expenses for the Benchtop Laboratory Equipment
Operations.
Research
and development expenses decreased by $23,500 (17.7%) to $109,400
for the three months ended December 31, 2018 compared to $132,900
for the three months ended December 31, 2017, primarily due to
decreased new product development costs incurred by the Benchtop
Laboratory Equipment Operations related to the Torbal Scales
Division’s new automated pill counter anticipated to be
launched in autumn 2019.
Total
other income (expense), net was ($7,200) for the three months ended
December 31, 2018 compared to $6,100 for the three months ended
December 31, 2017 due to realized holding losses on investment
securities.
The
Company reflected an income tax expense of $30,400 for the three
months ended December 31, 2018 compared to income tax expense of
$97,400 for the three months ended December 31, 2017, primarily as
a result of the expected lower corporate tax rate under the
Tax Cuts and jobs Act passed by the U.S. Congress and signed into
law on
December
22, 2017.
As a
result of the foregoing, the Company recorded net income of
$118,400 for the three months ended December 31, 2018 compared to a
net loss of ($81,000) for the three months ended December 31,
2017.
13
The Six Months Ended December 31, 2018 Compared with The Six Months
Ended December 31, 2017
Net revenues for the six months ended December 31, 2018 increased
$1,028,500 (32.4%) to $4,201,800 from $3,173,300 for the six months
ended December 31, 2018, reflecting an increase of $609,500 in net
sales of benchtop laboratory equipment resulting from increased
orders for Genie and Torbal brand products, an increase of $262,300
in net sales of catalyst research instruments derived from custom
products, and an increase of $156,700 in bioprocessing
royalties. The benchtop laboratory equipment sales reflected
$884,000 of Torbal brand product sales for the six months ended
December 31, 2018, compared to $664,200 in the six months ended
December 31, 2017.
The
overall gross profit percentage for the six months ended December
31, 2018 was 45.7% compared to 38.4% for the six months ended
December 31, 2017 as a result of the higher sales and fixed
overhead of the Benchtop Laboratory Equipment Operations and
improved gross margins by the Catalyst Research Instruments
Operations.
General
and administrative expenses for the six months ended December 31,
2018 increased $42,300 (5.1%) to $878,600 from $836,300 for the six
months ended December 31, 2017 due to various increases in
administrative expenses by the Benchtop Laboratory Equipment
Operations and the Catalyst Research Instrument
Operations.
Selling
expenses for the six months ended December 31, 2018 increased
$68,700 (16.5%) to $484,300 from $415,600 for the six months ended
December 31, 2017, due to increased marketing efforts and sales
commissions related to the Benchtop Laboratory Equipment
Operations.
Research
and development expenses decreased by $35,300 (13.5%) to $226,700
for the six months ended December 31, 2018 compared to $262,000 for
the six months ended December 31, 2017, primarily due to decreased
new product development activities by the Benchtop Laboratory
Equipment Operations related to the Torbal Scales Division’s
new automated pill counter anticipated to be launched in the autumn
2019.
Total
other income (expense), net was $(5,400) for the three months ended
December 31, 2018 compared to $6,400 for the three months ended
December 31, 2017 principally due to realized losses on investment
securities.
The
Company reflected income tax expense of $65,900 for the six months
ended December 31, 2018 compared to $23,500 for the six months
ended December 31, 2017, primarily due to higher
income.
As a
result of the foregoing, the Company recorded net income of
$260,500 for the six months ended December 31, 2018 compared to a
net loss of ($313,600) for the six months ended December 31,
2017.
Liquidity and Capital Resources. Cash and cash equivalents
increased by $305,000 to $1,358,100 as of December 31, 2018 from
$1,053,100 as of June 30, 2018 primarily due to income during the
period.
Net cash provided by operating activities was $397,300 for the six
months ended December 31, 2018 compared to $133,700 used during the
six months ended December 31, 2017. The current period reflected
higher income and accounts receivable balances. Net cash used in
investing activities was $14,300 for the six months ended December
31, 2018 compared to $84,600 used during the six months ended
December 31, 2017 principally due to lower capital equipment
purchases during the current year period by the Benchtop Laboratory
Equipment Operations. The Company used $78,000 in financing
activities in the six months ended December 31, 2018 compared to
$106,100 in the six months ended December 31, 2017 mainly due to
contingent consideration payments in the prior year.
The Company's working capital increased by $535,100 to $4,653,300
as of December 31, 2018 compared to $4,118,200, as of June 30, 2018
mainly due to the income during the period.
The Company has a Demand Line of Credit through December 2019 with
First National Bank of Pennsylvania which provides for borrowings
of up to $300,000 for regular working capital needs, bearing
interest at prime, currently. Advances on the line, are secured by
a pledge of the Company’s assets including inventory,
accounts, chattel paper, equipment and general intangibles of the
Company. As of December 31, 2018 no borrowings were outstanding
under such line.
Management believes that the Company will be able to meet its cash
flow needs during the 12 months ending December 31, 2019 from its
available financial resources including the lines of credit, its
cash and investment securities, and operations.
14
Item 4. Controls and
Procedures
Evaluation of Disclosure Controls and Procedures. As of the end of
the period covered by this report, based on an evaluation of the
Company's disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934),
the Chief Executive and Chief Financial Officer of the Company has
concluded that the Company's disclosure controls and procedures are
effective to ensure that information required to be disclosed by
the Company in its Exchange Act reports is recorded, processed,
summarized and reported within the applicable time periods
specified by the SEC's rules and forms. The Company also concluded
that information required to be disclosed in such reports is
accumulated and communicated to the Company's management, including
its principal executive and principal financial officer, as
appropriate to allow timely decisions regarding required
disclosure.
Changes in Internal Control Over Financial Reporting. There was no
change in the Company's internal controls over financial reporting
that occurred during the most recently completed fiscal quarter
that materially affected or is reasonably likely to materially
affect the Company's internal controls over financial
reporting.
PART II – OTHER INFORMATION
Item 6. Exhibits and Reports on Form
8-K
Exhibit
Number
|
Description
|
Certification
of Chief Executive Officer and Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Certification
of Chief Executive Officer and Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
|
Reports
on Form 8-K:
Report dated January 25, 2019 reporting under items 1.01, 5.02,
5.07, and 9.01
15
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date:
February 12, 2019
|
SCIENTIFIC
INDUSTRIES, INC.
(Registrant)
/s/
Helena R. Santos
|
|
|
Helena
R. Santos
President,
Chief Executive Officer, Treasurer
Chief
Financial and Principal Accounting Officer
|
|
16