Annual Statements Open main menu

SCIENTIFIC INDUSTRIES INC - Quarter Report: 2018 December (Form 10-Q)

 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
 
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended December 31, 2018
 
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________to________
 
 
Commission file number 0-6658
 
SCIENTIFIC INDUSTRIES, INC.
(Exact Name of Registrant in Its Charter)
 
 
Delaware
04-2217279
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
 
80 Orville Drive, Suite 102, Bohemia, New York
11716
(Address of principal executive offices)
(Zip Code)
 
(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
Non-accelerated filer (Do not check if a smaller reporting company)
Smaller reporting company
 
Emerging Growth
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act)
Yes No
 
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
 
 
 
 
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
 
 
 
 
Condensed Consolidated Balance Sheets
1
 
 
 
 
Condensed Consolidated Statements of Operations
2
 
 
 
 
Condensed Consolidated Statements of Comprehensive Income (Loss)
3
 
 
 
 
Condensed Consolidated Statements of Cash Flows
4
 
 
 
 
Notes to Unaudited Condensed Consolidated Financial Statements
5
 
 
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
13
 
 
 
CONTROLS AND PROCEDURES
15
 
 
 
PART II - Other Information
 
 
 
EXHIBITS AND REPORTS ON FORM 8-K
15
 
 
 
 
16
 
   
 
 
 
  
 
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 
ASSETS
 
 
December 31,
2018
 
 
June 30,
2018
 
Current assets:
 
(Unaudited)
 
 
 
 
Cash and cash equivalents
 $1,358,100 
 $1,053,100 
Investment securities
  307,800 
  314,700 
Trade accounts receivable, less allowance for doubtful accounts of $11,600 at December 31, 2018 and
June 30, 2018
  1,216,500 
  1,444,100 
Contract assets, current
  307,200 
  278,200 
Inventories
  2,723,900 
  2,267,900 
Prepaid expenses and other current assets
  101,400 
  33,500 
Total current assets
  6,014,900 
  5,391,500 
 
    
    
Property and equipment, net
  177,900 
  199,500 
 
    
    
Intangible assets, net
  222,600 
  338,700 
 
    
    
Goodwill
  705,300 
  705,300 
 
    
    
Contract assets, less current portion
  - 
  245,400 
 
    
    
Other assets
  52,500 
  52,500 
 
    
    
Deferred taxes
  385,500 
  392,600 
 
    
    
Total assets
 $7,558,700 
 $7,325,500 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
 
 
 
 
 
 
Accounts payable
 $570,700 
 $428,000 
Accrued expenses and taxes, current portion
  556,100 
  657,700 
    Contract liabilities
  114,300 
  63,800 
Contingent consideration, current portion
  118,000 
  118,000 
Notes payable
  2,500 
  5,800 
 
    
    
Total current liabilities
  1,361,600 
  1,273,300 
 
    
    
Accrued expenses, less current portion
     - 
  60,000 
Contingent consideration payable, less current portion
  290,000 
  290,000 
 
    
    
Total liabilities
  1,651,600 
  1,623,300 
Shareholders’ equity:
    
    
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
  75,700 
  75,700 
       Additional paid-in capital
  2,564,100 
  2,545,900 
       Accumulated other comprehensive gain (loss)
  (19,800)
  1,200 
       Retained earnings
  3,339,500 
  3,131,800 
 
  5,959,500 
  5,754,600 
Less common stock held in treasury at cost, 19,802 shares
  52,400 
  52,400 
 
    
    
Total shareholders’ equity
  5,907,100 
  5,702,200 
 
    
    
Total liabilities and shareholders’ equity
 $7,558,700 
 $7,325,500 

1
 
 
 
 
 
 
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
 
 
 
 
For the Three Month Period Ended December 31,
 
 
For the Three Month Period Ended December 31,
 
 
For the Six Month Period Ended December 31,
 
 
For the Six Month Period Ended December 31,
 
 
 
2018
 
 
2017
 
 
2018
 
 
2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 $2,163,200 
 $1,892,400 
 $4,201,800 
 $3,173,300 
 
    
    
    
    
Cost of revenues
  1,187,500 
  1,126,700 
  2,280,400 
  1,955,900 
 
    
    
    
    
Gross profit
  975,700 
  765,700 
  1,921,400 
  1,217,400 
 
    
    
    
    
Operating expenses:
    
    
    
    
General and administrative
  462,100 
  407,900 
  878,600 
  836,300 
Selling
  248,200 
  214,600 
  484,300 
  415,600 
Research and development
  109,400 
  132,900 
  226,700 
  262,000 
 
    
    
    
    
Total operating expenses
  819,700 
  755,400 
  1,589,600 
  1,513,900 
 
    
    
    
    
Income (loss) from operations
  156,000 
  10,300 
  331,800 
  (296,500)
 
    
    
    
    
Other income (expense):
    
    
    
    
   Interest income
  2,500 
  5,200 
  2,800 
  5,600 
   Other income, net
  (9,300)
  1,400 
  (7,400)
  1,400 
   Interest expense
  (400)
  (500)
  (800)
  (600)
 
    
    
    
    
Total other income (expense), net
  (7,200)
  6,100 
  (5,400)
  6,400 
 
    
    
    
    
Income (loss) before income tax expense
  148,800 
  16,400 
  326,400 
  (290,100)
 
    
    
    
    
Income tax expense:
    
    
    
    
Current
  24,400 
  71,800 
  53,900 
  8,000 
Deferred
  6,000 
  25,600 
  12,000 
  15,500 
 
    
    
    
    
Total income tax expense
  30,400 
  97,400 
  65,900 
  23,500 
 
    
    
    
    
Net income (loss)
 $118,400 
 $(81,000)
 $260,500 
 $(313,600)
 
    
    
    
    
Basic earnings (loss) per common share
 $.08 
 $(.05)
 $.17 
 $(.21)
 
    
    
    
    
Diluted earnings (loss) per common share
 $.08 
 $.(05) 
 $.17 
 $(.21)
 
    
    
    
    
Cash dividends declared per common share
 $.05 
 $.00 
 $.05 
 $.00 
 
See notes to unaudited condensed consolidated financial statements.
 
  2
 
 
 

 
 
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
 
 
 
 
 
 
For the Three Month Period Ended December 31,
 
 
For the Three Month Period Ended December 31,
 
 
For the Six Month Period Ended December 31,
 
 
For the Six Month Period Ended December 31,
 
 
 
2018
 
 
2017
 
 
2018
 
 
2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
 $118,400 
 $(81,000)
 $260,500 
 $(313,600)
 
    
    
    
    
Other comprehensive income (loss):
    
    
    
    
Unrealized holding gain (loss)
    
    
    
    
arising during period,
    
    
    
    
net of tax
  (2,900)
  1,600 
  (21,000)
  4,200 
 
    
    
    
    
Comprehensive Income (loss)
 $115,500 
 $(79,400)
 $239,500 
 $(309,400)
 
See notes to unaudited condensed consolidated financial statements.
 
  3
 
 

 
 
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 
 
For the Six Month Period Ended December 31,
 
 
For the Six Month Period Ended December 31,
 
 
 
2018
 
 
2017
 
Operating activities:
 
 
 
 
 
 
Net income (loss)
 $260,500 
 $(313,600)
        Adjustments to reconcile net income (loss) provided by (used in) operating activities:
    
    
           Loss on sale of investments
 5,000 
  - 
           Depreciation and amortization
  151,900 
  154,100 
           Unrealized holding gain of investments
 3,300
  - 
Deferred income taxes
  7,100 
  16,500 
Income tax benefit of stock options exercised
  - 
  8,000 
Stock-based compensation
  18,200 
  12,400 
              Changes in operating assets and liabilities:
    
    
Trade accounts receivable
  227,600 
  (184,000)
Contract assets   
 216,400
  133,100 
Inventories
  (456,000)
  (431,400)
Prepaid and other current assets
  (67,900)
  (66,300)
Accounts payable
  142,700 
  240,200 
Contract liabilities
  50,500 
  321,800 
Accrued expenses and taxes
  (162,000)
  (24,500)
 
    
    
Total adjustments
  136,800 
  179,900 
 
    
    
Net cash provided by (used in) operating activities
  397,300 
  (133,700)
 
    
    
Investing activities:
    
    
       Redemption of investment securities, available-for-sale
 2,700 
  - 
Purchase of investment securities, available-for- sale
  (75,200)
  (15,000)
Sale of investment securities, available-for-sale
     72,400 
    
Capital expenditures
  (7,900)
  (68,100)
Purchase of other intangible assets
  (6,300)
  (1,500)
 
    
    
Net cash used in investing activities
  (14,300)
  (84,600)
 
    
    
Financing activities:
    
    
      Line of credit proceeds
  - 
  40,000 
      Payments for contingent consideration
  - 
  (142,700)
      Cash dividend declared and paid
  (74,700)
  - 
      Principal payments on notes payable
  (3,300)
  (3,400)
 
    
    
Net cash used in financing activities
  (78,000)
  (106,100)
 
    
    
Net increase (decrease) in cash and cash equivalents
  305,000 
  (324,400)
 
    
    
Cash and cash equivalents, beginning of year
  1,053,100 
  1,025,100 
 
    
    
Cash and cash equivalents, end of period
 $1,358,100 
 $700,700 
 
    
    
Supplemental disclosures:
    
    
 
    
    
Cash paid during the period for:
    
    
Income taxes
 $39,700 
 $16,000 
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.
 
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