SCIENTIFIC INDUSTRIES INC - Quarter Report: 2020 March (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 March 31,
2020
☐
|
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
May 7, 2020 is 1,502,773 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 Changes in Shareholders'
Equity
|
4
|
|
|
|
|
Condensed
Consolidated Statements of Cash Flows
|
6
|
|
|
|
|
Notes
to Unaudited Condensed Consolidated Financial
Statements
|
7
|
|
|
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
17
|
|
|
|
|
CONTROLS
AND PROCEDURES
|
20
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|
|
|
|
PART II - Other Information
|
||
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|
|
EXHIBITS
AND REPORTS ON FORM 8-K
|
20
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|
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|
21
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PART
I – FINANCIAL INFORMATION
Item 1.
Financial Statements
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
|
March 31,
2020
|
June
30, 2019
|
Current
assets:
|
(Unaudited)
|
|
Cash and cash
equivalents
|
$739,400
|
$1,602,500
|
Investment
securities
|
301,300
|
330,900
|
Trade accounts receivable, less allowance for
doubtful accounts of $11,600 at March 31, 2020 and
$15,000 at June 30, 2019
|
2,184,200
|
1,974,200
|
Inventories
|
3,044,800
|
2,592,300
|
Prepaid expenses
and other current assets
|
80,400
|
91,200
|
Total current
assets
|
6,350,100
|
6,591,100
|
|
|
|
Property and
equipment, net
|
290,500
|
318,800
|
|
|
|
Intangible assets,
net
|
137,400
|
175,000
|
|
|
|
Goodwill
|
705,300
|
705,300
|
|
|
|
Other
assets
|
56,000
|
54,700
|
|
|
|
Deferred
taxes
|
513,200
|
431,100
|
|
|
|
Operating lease
right-of-use assets
|
867,400
|
-
|
|
|
|
Total
assets
|
$8,919,900
|
$8,276,000
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current
liabilities:
|
|
|
Accounts
payable
|
$451,900
|
$569,000
|
Accrued expenses
and taxes
|
710,100
|
608,300
|
Contract
liabilities
|
116,100
|
-
|
Contingent
consideration, current portion
|
360,000
|
268,000
|
Bank
overdraft
|
-
|
140,000
|
Operating lease
liabilities, current portion
|
64,100
|
-
|
Total current
liabilities
|
1,702,200
|
1,585,300
|
|
|
|
Operating lease
liabilities, less current portion
|
869,200
|
-
|
Contingent
consideration, less current portion
|
318,000
|
350,000
|
|
|
|
Total
liabilities
|
2,889,400
|
1,935,300
|
Shareholders’
equity:
|
|
|
Common stock, $.05
par value; authorized 7,000,000 shares; issued 1,522,575, and
1,513,914 shares, and 1,502,773 and 1,494,112 shares outstanding at
March 31, 2020 and June 30, 2019
|
76,100
|
75,700
|
Additional paid-in
capital
|
2,649,300
|
2,592,700
|
Retained
earnings
|
3,357,500
|
3,724,700
|
|
6,082,900
|
6,393,100
|
Less common stock
held in treasury at cost, 19,802 shares
|
52,400
|
52,400
|
|
|
|
Total
shareholders’ equity
|
6,030,500
|
6,340,700
|
|
|
|
Total liabilities
and shareholders’ equity
|
$8,919,900
|
$8,276,000
|
See
notes to unaudited condensed consolidated financial
statements.
1
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
|
For
the Three Month Period Ended
March
31,
|
For
the Three Month Period Ended
March
31,
|
For
the Nine Month Period Ended
March
31,
|
For
the Nine Month Period Ended
March
31,
|
|
2020
|
2019
|
2020
|
2019
|
|
|
|
|
|
Revenues
|
$2,378,000
|
$3,053,500
|
$6,654,500
|
$7,255,300
|
|
|
|
|
|
Cost of
revenues
|
1,274,700
|
1,972,400
|
3,479,300
|
4,252,700
|
|
|
|
|
|
Gross
profit
|
1,103,300
|
1,081,100
|
3,175,200
|
3,002,600
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
General and
administrative
|
524,800
|
492,400
|
1,545,100
|
1,371,000
|
Selling
|
433,800
|
282,100
|
1,073,500
|
766,400
|
Research and
development
|
298,900
|
120,900
|
795,500
|
347,600
|
Termination
costs
|
180,700
|
-
|
180,700
|
-
|
|
|
|
|
|
Total operating
expenses
|
1,438,200
|
895,400
|
3,594,800
|
2,485,000
|
|
|
|
|
|
Income (loss) from
operations
|
(334,900)
|
185,700
|
(419,600)
|
517,600
|
|
|
|
|
|
Other income
(expense):
|
|
|
|
|
Interest
income
|
300
|
300
|
10,000
|
3,100
|
Other
income, net
|
(41,900)
|
8,100
|
(39,700)
|
600
|
Interest
expense
|
-
|
(600)
|
-
|
(1,400)
|
|
|
|
|
|
Total other income
(expense), net
|
(41,600)
|
7,800
|
(29,700)
|
2,300
|
|
|
|
|
|
|
|
|
|
|
Income (loss)
before income tax expense (benefit)
|
(376,500)
|
193,500
|
(449,300)
|
519,900
|
|
|
|
|
|
Income tax expense
(benefit):
|
|
|
|
|
Current
|
-
|
179,700
|
-
|
233,600
|
Deferred
|
(61,900)
|
(79,800)
|
(82,100)
|
(67,800)
|
|
|
|
|
|
Total income tax
expense (benefit)
|
(61,900)
|
99,900
|
(82,100)
|
165,800
|
|
|
|
|
|
Net income
(loss)
|
$(314,600)
|
$93,600
|
$(367,200)
|
$354,100
|
|
|
|
|
|
Basic earnings
(loss) per common share
|
$(.21)
|
$.06
|
$(.25)
|
$.24
|
|
|
|
|
|
Diluted earnings
(loss) per common share
|
$(.21)
|
$.06
|
$(.25)
|
$.23
|
|
|
|
|
|
Cash dividends
declared per common share
|
$.00
|
$.00
|
$.00
|
$.05
|
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
March
31,
|
For
the Three Month Period Ended
March 31
|
For
the Nine Month Period Ended
March
31,
|
For
the Nine Month Period Ended
March
31,
|
|
2020
|
2019
|
2020
|
2019
|
|
|
|
|
|
Net income
(loss)
|
$(314,600)
|
$93,600
|
$(367,200)
|
$354,100
|
|
|
|
|
|
Other comprehensive
income (loss):
|
|
|
|
|
Unrealized holding
gain (loss) arising during period net of tax
|
-
|
7,500
|
-
|
(13,500)
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
income (loss)
|
$(314,600)
|
$101,100
|
$(367,200)
|
$340,600
|
See
notes to unaudited condensed consolidated financial
statements.
3
CONDENSED CONSOLIDATED STATEMENTS
OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
|
|
Additional
|
Accumulated
Other
|
|
|
Total
|
||
|
Common
Stock
|
Paid-in
|
Comprehensive
|
Retained
|
Treasury
Stock
|
Shareholders’
|
||
Fiscal
Year 2020
|
Shares
|
Amount
|
Capital
|
Gain
(Loss)
|
Earnings
|
Shares
|
Amount
|
Equity
|
|
|
|
|
|
|
|
|
|
Balance, July 1,
2019
|
1,513,914
|
$75,700
|
$2,592,700
|
$-
|
$3,724,700
|
19,802
|
$52,400
|
$6,340,700
|
|
|
|
|
|
|
|
|
|
Net
loss
|
-
|
-
|
-
|
-
|
(56,200)
|
-
|
-
|
(56,200)
|
|
|
|
|
|
|
|
|
|
Stock options
exercised
|
2,000
|
100
|
6,900
|
-
|
-
|
-
|
-
|
7,000
|
|
|
|
|
|
|
|
|
|
Stock-based
compensation
|
-
|
-
|
17,700
|
-
|
-
|
-
|
-
|
17,700
|
|
|
|
|
|
|
|
|
|
Balance, September
30, 2019
|
1,515,914
|
75,800
|
2,617,300
|
-
|
3,668,500
|
19,802
|
52,400
|
6,309,200
|
|
|
|
|
|
|
|
|
|
Net
income
|
-
|
-
|
-
|
-
|
3,600
|
-
|
-
|
3,600
|
|
|
|
|
|
|
|
|
|
Stock options
exercised
|
6,661
|
300
|
(300)
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
Stock-based
compensation
|
-
|
-
|
17,700
|
-
|
-
|
-
|
-
|
17,700
|
|
|
|
|
|
|
|
|
|
Balance, December
31, 2019
|
1,522,575
|
76,100
|
2,634,700
|
-
|
3,672,100
|
19,802
|
52,400
|
6,330,500
|
|
|
|
|
|
|
|
|
|
Net
loss
|
-
|
-
|
-
|
-
|
(314,600)
|
-
|
-
|
(314,600)
|
|
|
|
|
|
|
|
|
|
Stock-based
compensation
|
-
|
-
|
14,600
|
-
|
-
|
-
|
-
|
14,600
|
|
|
|
|
|
|
|
|
|
Balance, March 31,
2020
|
1,522,575
|
$76,100
|
$2,649,300
|
$-
|
$3,357,500
|
19,802
|
$52,400
|
$6,030,500
|
See notes to unaudited condensed consolidated financial
statements.
4
CONDENSED CONSOLIDATED STATEMENTS
OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
|
|
Additional
|
Accumulated
Other
|
|
|
Total
|
||
|
Common
Stock
|
Paid-in
|
Comprehensive
|
Retained
|
Treasury
Stock
|
Shareholders’
|
||
Fiscal
Year 2019
|
Shares
|
Amount
|
Capital
|
Gain
(Loss)
|
Earnings
|
Shares
|
Amount
|
Equity
|
|
|
|
|
|
|
|
|
|
Balance, July 1,
2018
|
1,513,914
|
$75,700
|
$2,545,900
|
$1,200
|
$3,131,800
|
19,802
|
$52,400
|
$5,702,200
|
|
|
|
|
|
|
|
|
|
Cumulative effect
of the adoption of
|
-
|
-
|
-
|
-
|
22,000
|
-
|
-
|
22,000
|
ASU 2016-01 –
Financial Instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
-
|
-
|
-
|
-
|
142,000
|
-
|
-
|
142,000
|
|
|
|
|
|
|
|
|
|
Cash dividend
declared, $.05
|
-
|
-
|
-
|
-
|
(74,700)
|
-
|
-
|
(74,700)
|
|
|
|
|
|
|
|
|
|
Unrealized holding
loss on investment securities, net of tax
|
-
|
-
|
-
|
(18,100)
|
-
|
-
|
-
|
(18,100)
|
|
|
|
|
|
|
|
|
|
Stock-based
compensation
|
-
|
-
|
8,700
|
-
|
-
|
-
|
-
|
8,700
|
|
|
|
|
|
|
|
|
|
Balance, September
30, 2018
|
1,513,914
|
75,700
|
2,554,600
|
(16,900)
|
3,221,100
|
19,802
|
52,400
|
5,782,100
|
|
|
|
|
|
|
|
|
|
Net
income
|
-
|
-
|
-
|
-
|
118,400
|
-
|
-
|
118,400
|
|
|
|
|
|
|
|
|
|
Unrealized holding
loss on investment securities, net of tax
|
-
|
-
|
-
|
(2,900)
|
-
|
-
|
-
|
(2,900)
|
|
|
|
|
|
|
|
|
|
Stock-based
compensation
|
-
|
-
|
9,500
|
-
|
-
|
-
|
-
|
9,500
|
|
|
|
|
|
|
|
|
|
Balance, December
31, 2018
|
1,513,914
|
75,700
|
2,564,100
|
(19,800)
|
3,339,500
|
19,802
|
52,400
|
5,907,100
|
|
|
|
|
|
|
|
|
|
Net
income
|
-
|
-
|
-
|
-
|
93,600
|
-
|
-
|
93,600
|
|
|
|
|
|
|
|
|
|
Unrealized holding
gain on investment securities, net of tax
|
-
|
-
|
-
|
7,500
|
-
|
-
|
-
|
7,500
|
|
|
|
|
|
|
|
|
|
Stock-based
compensation
|
-
|
-
|
11,700
|
-
|
-
|
-
|
-
|
11,700
|
|
|
|
|
|
|
|
|
|
Balance, March 31,
2019
|
1,513,914
|
$75,700
|
$2,575,800
|
$(12,300)
|
$3,433,100
|
19,802
|
$52,400
|
$6,019,900
|
See notes to unaudited condensed consolidated financial
statements.
5
SCIENTIFIC INDUSTRIES, INC. AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
For
the Nine Month Period Ended
March
31,
|
For
the Nine Month Period Ended
March
31,
|
|
2020
|
2019
|
Operating
activities:
|
|
|
Net income
(loss)
|
$(367,200)
|
$354,100
|
Adjustments to
reconcile net income (loss) to net
cash (used in)
provided by operating activities:
|
|
|
Gain (loss) on sale of investments
|
(4,000)
|
5,000
|
Depreciation and
amortization
|
123,300
|
218,200
|
Deferred income tax
expense
|
(82,100)
|
(70,800)
|
Unrealized holding
(gain) loss on investments
|
42,700
|
(4,200)
|
Gain on sale of
fixed assets
|
(300)
|
-
|
Stock-based
compensation
|
50,000
|
29,900
|
Change in fair
value of contingent consideration
|
60,000
|
567,000
|
Changes in
operating assets and liabilities:
|
|
|
Trade accounts
receivable
|
(210,000)
|
(556,300)
|
Contract
assets
|
-
|
101,300
|
Inventories
|
(452,500)
|
(403,400)
|
Prepaid and other
current assets
|
9,500
|
(32,300)
|
Right-of-use-
assets
|
(867,400)
|
-
|
Accounts
payable
|
(117,100)
|
23,400
|
Lease
liabilities
|
933,300
|
-
|
Contract
liabilities
|
116,100
|
164,000
|
Accrued expenses
and taxes
|
(38,100)
|
88,800
|
|
|
|
Total
adjustments
|
(436,600)
|
130,600
|
|
|
|
Net cash (used in)
provided by operating activities
|
(803,800)
|
484,700
|
|
|
|
Investing
activities:
|
|
|
Proceeds from sale
of investment securities
|
53,600
|
72,400
|
Purchase of
investment securities
|
(62,800)
|
(75,200)
|
Capital
expenditures
|
(38,100)
|
(129,600)
|
Purchase of
intangible assets
|
(20,000)
|
(21,400)
|
Proceeds from sale
of fixed assets
|
1,000
|
-
|
|
|
|
Net cash used in
investing activities
|
(66,300)
|
(153,800)
|
|
|
|
Financing
activities:
|
|
|
Line of credit
proceeds
|
-
|
50,000
|
Proceeds from
exercise of stock options
|
7,000
|
-
|
Cash dividend
declared and paid
|
-
|
(74,700
|
Principal payments
on notes payable
|
-
|
(5,100)
|
|
|
|
Net cash provided
by (used in) financing activities
|
7,000
|
(29,800)
|
|
|
|
Net change in cash
and cash equivalents
|
(863,100)
|
301,100
|
|
|
|
Cash and cash
equivalents, beginning of year
|
1,602,500
|
1,053,100
|
|
|
|
Cash and cash
equivalents, end of period
|
$739,400
|
$1,354,200
|
|
|
|
Cash paid during
the period for:
|
|
|
Income
taxes
|
$40,900
|
$59,200
|
Interest
|
-
|
1,400
|
See
notes to unaudited condensed consolidated financial
statements.
6
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, 2019. The results for the three months and nine
months ended March 31, 2020 are not necessarily an indication
of the results for the full fiscal year ending June 30,
2020.
|
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, 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
August 2018, the Financial Accounting Standards Board ("FASB")
issued Accounting Standards Update ("ASU") 2018-13, "Fair Value
Measurement (Topic 820): Disclosure Framework Changes to the
Disclosure Requirements for Fair Value Measurement", which is part
of the FASB disclosure framework project to improve the
effectiveness of disclosures in the notes to the financial
statements. The amendments in the new guidance remove, modify, and
add certain disclosure requirements related to fair value
measurements covered in Topic 820, "Fair Value Measurement". The
new standard is effective for fiscal years beginning after December
15, 2019. Early adoption is permitted for either the entire
standard or only the requirements that modify or eliminate the
disclosure requirements, with certain requirements applied
prospectively, and all other requirements applied retrospectively
to all periods presented. The Company is currently evaluating the
impact of adopting this guidance.
In
December 2019, the FASB issued ASU No. 2019-12, Simplifying
the Accounting for Income Taxes, which is designed to simplify the
accounting for income taxes by removing certain exceptions to the
general principles in Topic 740. ASU No. 2019-12 is effective for
fiscal years beginning after December 15, 2020, including interim
periods within those fiscal years; this ASU allows for early
adoption in any interim period after issuance of the update. The
Company is currently evaluating the impact of adopting this
guidance.
Adopted Accounting Pronouncements
In
February 2016, the FASB issued ASU No. 2016-02, Leases, which
replaces previous lease guidance in its entirety with Accounting
Standards Codification ("ASC") 842 and requires lessees to
recognize lease assets and lease liabilities for those arrangements
classified as operating leases under previous guidance, with the
exception of leases with a term of twelve months or less. The
Company adopted ASU No. 2016-02 on July 1, 2019 using the
additional transition method, which allows prior periods to be
presented under previous lease accounting guidance. Refer to Note
8, "Leases", for related disclosures.
2. Revenue
The Company records revenues in accordance with ASC Topic 606
“Revenue from Contracts with Customers, as amended”
(“ASC Topic 606”). In accordance with ASC Topic 606,
the Company accounts for a customer contract when both parties have
approved the contract and are committed to perform their respective
obligations, each party’s rights can be identified, payment
terms can be identified, the contract has commercial substance, and
it is probable that the Company will collect substantially all of
the consideration to which it is entitled. Revenue is recognized
when, or as, performance obligations are satisfied by transferring
control of a promised product or service to a
customer.
Nature of Products and Services
We
generate revenues from the following sources: (1) Benchtop
Laboratory Equipment, (2) Catalyst Research Instruments and (3)
Royalties.
The
following table summarizes the Company’s disaggregation of
revenues for the three and nine months ended March 31, 2020 and
2019.
7
|
Benchtop Laboratory
Equipment
|
Catalyst Research
Instruments
|
Bioprocessing
Systems
|
Corporate
And
Other
|
Consolidated
|
Three Months Ended
March 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$1,800,700
|
$241,800
|
$335,500
|
$-
|
$2,378,000
|
|
|
|
|
|
|
Foreign
Sales
|
743,000
|
236,200
|
335,000
|
-
|
1,314,200
|
|
|
|
|
|
|
|
Benchtop Laboratory
Equipment
|
Catalyst Research
Instruments
|
Bioprocessing
Systems
|
Corporate
And
Other
|
Consolidated
|
Three Months Ended
March 31, 2019:
|
|
|
|
|
|
|
-
|
|
|||
Revenues
|
$1,732,400
|
$508,600
|
$812,500
|
$-
|
$3,053,500
|
|
|
|
|
|
|
Foreign
Sales
|
682,300
|
346,400
|
-
|
-
|
1,028,700
|
|
|
|
|
|
|
|
Benchtop Laboratory
Equipment
|
Catalyst Research
Instruments
|
Bioprocessing
Systems
|
Corporate
And
Other
|
Consolidated
|
|
Nine Months Ended
March 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$5,320,300
|
$420,000
|
$914,200
|
$-
|
$6,654,500
|
|
|
|
|
|
|
|
|
Foreign
Sales
|
1,996,400
|
318,100
|
913,700
|
-
|
3,228,200
|
|
|
|
|
|
|
|
|
|
Benchtop Laboratory
Equipment
|
Catalyst Research
Instruments
|
Bioprocessing
Systems
|
Corporate
And
Other
|
Consolidated
|
Nine Months Ended
March 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$5,227,500
|
$953,200
|
$1,074,600
|
$-
|
$7,255,300
|
|
|
|
|
|
|
Foreign
Sales
|
2,061,600
|
711,600
|
-
|
-
|
2,773,200
|
|
|
|
|
|
|
Benchtop
Laboratory Equipment sales are comprised primarily of standard
benchtop laboratory equipment from its stock to laboratory
equipment distributors, or to end users primarily via e-commerce.
The sales cycle from time of receipt of order to shipment is very
short varying from a day to a few weeks. Customers either pay by
credit card (online sales) or net 30-90, depending on the customer.
Once the item is shipped under the FOB terms specified in the
order, which is primarily “FOB Factory”, other than a
standard warranty, there are no other obligations to the customer.
The standard warranty is typically comprised of one to two years of
parts and labor and is deemed immaterial.
Catalyst
Research Instrument sales are comprised primarily of large
instruments which begin with a standard model and then are
customized to a customer’s specifications. The sales cycle
can be quite long, typically ranging from one to three months, from
the time an order is received to the time the instrument is shipped
to the customer. Payment terms vary from customer to customer and
can include advance payments which are recorded as contract
liabilities. Some contracts call for training and installation,
which is considered ancillary and not a material part of the
contract. Due to the size and nature of the instruments, the
Company subjects the instruments to an extensive factory acceptance
testing process prior to shipment to ensure that they are fully
operational once they reach the customer’s site. Normally,
the Company warrantees its instruments for a period of twelve
months for parts and labor which normally consists of replacement
of small components or software support. Catalyst research
instruments are never returned for repairs.
Royalty
revenues pertain to royalties earned by the Company, which are paid
on a calendar year basis, under a licensing agreement from a single
licensee and its sublicenses. The Company is then obligated to pay
50% of all royalties received to the entity that licenses the
intellectual property to the Company. During the year, the
Company’s management uses its best judgement to estimate the
royalty revenues earned during the period.
8
The
Company determines revenue recognition through the following
steps:
|
●
|
Identification
of the contract, or contracts, with a customer
|
|
●
|
Identification
of the performance obligations in the contract
|
|
●
|
Determination
of the transaction price
|
|
●
|
Allocation
of the transaction price to the performance obligations in the
contract
|
|
●
|
Recognition
of revenue when, or as, a performance obligation is
satisfied
|
The
Company has made the following accounting policy elections and
elected to use certain practical expedients, as permitted by the
FASB, in applying ASC Topic 606: 1) all revenues are recorded net
of returns, allowances, customer discounts, and incentives; 2)
although sales and other taxes are immaterial, the Company accounts
for amounts collected from customers for sales and other taxes, if
any, net of related amounts remitted to tax authorities; 3) the
Company expenses costs to obtain a contract as they are incurred if
the expected period of benefit, and therefore the amortization
period, is one year or less; 4) the Company accounts for shipping
and handling activities that occur after title transfers to the
customer as a fulfillment cost rather than an additional promised
service and these fulfillment costs fall within selling expenses;
5) the Company is always considered the principal and never an
agent, because it has full control and responsibility until title
is transferred to the customer; 6) the Company does not assess
whether promised goods or services are performance obligations if
they are immaterial in the context of the contract with the
customer such as is the case with catalyst
instruments.
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
March 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$1,800,700
|
$241,800
|
$335,500
|
$-
|
$2,378,000
|
|
|
|
|
|
|
Foreign
Sales
|
743,000
|
236,200
|
335,000
|
-
|
1,314,200
|
|
|
|
|
|
|
Income (Loss) From
Operations
|
138,800
|
(99,900)
|
(193,100)
|
(180,700)
|
(334,900)
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
5,229,700
|
1,227,900
|
1,647,800
|
814,500
|
8,919,900
|
|
|
|
|
|
|
Long-Lived
Asset
Expenditures
|
4,900
|
-
|
11,700
|
-
|
16,600
|
|
|
|
|
|
|
Depreciation
and
Amortization
|
29,600
|
300
|
11,000
|
-
|
40,900
|
9
|
Benchtop Laboratory
Equipment
|
Catalyst Research
Instruments
|
Bioprocessing
Systems
|
Corporate
And
Other
|
Consolidated
|
Three Months Ended
March 31, 2019:
|
|
|
|
|
|
|
|
|
|||
Revenues
|
$1,732,400
|
$508,600
|
$812,500
|
$-
|
$3,053,500
|
|
|
|
|
|
|
Foreign
Sales
|
682,300
|
346,400
|
-
|
-
|
1,028,700
|
|
|
|
|
|
|
Income (Loss)
From
Operations
|
57,900
|
(35,200)
|
163,000
|
-
|
185,700
|
|
|
|
|
|
|
Assets
|
4,656,600
|
1,583,100
|
1,503,100
|
788,500
|
8,531,300
|
|
|
|
|
|
|
Long-Lived
Asset
Expenditures
|
132,900
|
1,000
|
2,900
|
-
|
136,800
|
|
|
|
|
|
|
Depreciation
and
Amortization
|
56,500
|
200
|
9,600
|
-
|
66,300
|
Approximately
49% and 41% of total benchtop laboratory equipment sales (37% and
23% of total revenues) for the three month periods ended March 31,
2020 and 2019, respectively, were derived from the Company’s
main product, the Vortex-Genie 2 mixer, excluding
accessories.
Approximately
24% and 30% of total benchtop laboratory equipment sales (18% and
17% of total revenues) were derived from the Torbal Scales Division
for the three months ended March 31, 2020 and 2019,
respectively.
For the
three months ended March 31, 2020 and 2019, respectively, three
customers accounted for approximately 16% and 22% of net sales of
the Benchtop Laboratory Equipment Operations (12% of the
Company’s total revenues for both periods).
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 three
and five customers during the three months ended March 31, 2020 and
2019, respectively, accounted for approximately 89% and 86% of the
Catalyst Research Instrument Operations’ revenues and 9% and
14% of the Company’s total revenues,
respectively.
|
Benchtop Laboratory
Equipment
|
Catalyst Research
Instruments
|
Bioprocessing
Systems
|
Corporate
And
Other
|
Consolidated
|
Nine Months Ended
March 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$5,320,300
|
$420,000
|
$914,200
|
$-
|
$6,654,500
|
|
|
|
|
|
|
Foreign
Sales
|
1,996,400
|
318,100
|
913,700
|
-
|
3,228,200
|
|
|
|
|
|
|
Income (Loss)
From
Operations
|
331,100
|
(360,600)
|
(209,400)
|
(180,700)
|
(419,600)
|
|
|
|
|
|
|
Assets
|
5,229,700
|
1,227,900
|
1,647,800
|
814,500
|
8,919,800
|
|
|
|
|
|
|
Long-Lived
Asset
Expenditures
|
26,800
|
-
|
31,300
|
-
|
58,100
|
|
|
|
|
|
|
Depreciation
and
Amortization
|
90,900
|
900
|
31,500
|
-
|
123,300
|
10
|
Benchtop Laboratory
Equipment
|
Catalyst Research
Instruments
|
Bioprocessing
Systems
|
Corporate
And
Other
|
Consolidated
|
|
Nine Months Ended
March 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$5,227,500
|
$953,200
|
$1,074,600
|
$-
|
$7,255,300
|
|
|
|
|
|
|
|
|
Foreign
Sales
|
2,061,600
|
711,600
|
-
|
-
|
2,773,200
|
|
|
|
|
|
|
|
|
Income (Loss)
From
Operations
|
382,100
|
(146,400)
|
281,900
|
-
|
517,600
|
|
|
|
|
|
|
|
|
Assets
|
4,656,600
|
1,583,100
|
1,503,100
|
788,500
|
8,531,300
|
|
|
|
|
|
|
|
|
Long-Lived
Asset
Expenditures
|
145,900
|
2,200
|
2,900
|
-
|
151,000
|
|
|
|
|
|
|
|
|
Depreciation
and
Amortization
|
189,200
|
600
|
28,400
|
-
|
218,200
|
Approximately
45% and 47% of total benchtop laboratory equipment sales (36% and
34% of total revenues) for both the nine month periods ended March
31, 2020 and 2019, respectively, were derived from the
Company’s main product, the Vortex-Genie 2 mixer, excluding
accessories.
Approximately
27% of total benchtop laboratory equipment sales (21% and 19% of
total revenues, respectively) were derived from the Torbal Scales
Division for both the nine months ended March 31, 2020 and 2019.
For the nine months ended March 31, 2020 and 2019, respectively,
three customers accounted for approximately 17% and 22% of net
sales of the Benchtop Laboratory Equipment Operations (13% and 16%
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 six
and eight customers during the nine months ended March 31, 2020 and
2019, accounted for approximately 87% and 88% of the Catalyst
Research Instrument Operations’ revenues and 5% and 12% of
the Company’s total revenues, respectively.
11
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.
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 March 31, 2020 and June 30, 2019
according to the valuation techniques the Company used to determine
their fair values:
|
|
Fair
Value Measurements Using Inputs Considered as
|
||
|
Fair
Value at
March 31,
2020
|
Level 1
|
Level 2
|
Level 3
|
Assets:
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
$739,400
|
$739,400
|
$-
|
$-
|
Investment
securities
|
301,300
|
301,300
|
-
|
-
|
|
|
|
|
|
Total
|
$1,040,700
|
$1,040,700
|
$-
|
$-
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
Contingent
consideration
|
$678,000
|
$-
|
$-
|
$678,000
|
|
|
Fair
Value Measurements Using Inputs Considered as
|
||
|
Fair
Value at
June
30, 2019
|
Level 1
|
Level 2
|
Level 3
|
Assets:
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
$1,602,500
|
$1,602,500
|
$-
|
$-
|
Investment
securities
|
330,900
|
330,900
|
-
|
-
|
|
|
|
|
|
Total
|
$1,933,400
|
$1,933,400
|
$-
|
$-
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
Contingent
consideration
|
$618,000
|
$-
|
$-
|
$618,000
|
12
Investments in
marketable securities classified by security type at March 31, 2020
and June 30, 2019 consisted of the following:
|
Cost
|
Fair
Value
|
Unrealized Holding
Gain (Loss)
|
At March 31,
2020:
|
|
|
|
Equity
securities
|
$78,200
|
$82,600
|
$4,400
|
Mutual
funds
|
251,300
|
218,700
|
(32,600)
|
|
|
|
|
|
$329,500
|
$301,300
|
$(28,200)
|
|
Cost
|
Fair
Value
|
Unrealized Holding
Gain (Loss)
|
At June 30,
2019:
|
|
|
|
Equity
securities
|
$47,100
|
$72,000
|
$24,900
|
Mutual
funds
|
292,300
|
258,900
|
(33,400)
|
|
|
|
|
|
$339,400
|
$330,900
|
$(8,500)
|
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 management's 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.
|
March 31,
2020
|
June
30, 2019
|
|
|
|
Raw
materials
|
$1,801,900
|
$1,738,300
|
Work-in-process
|
419,900
|
106,400
|
Finished
goods
|
823,000
|
747,600
|
|
|
|
|
$3,044,800
|
$2,592,300
|
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 March 31, 2020 and
June 30, 2019, all of which is expected to be deductible for tax
purposes.
The
components of other intangible assets are as follows:
|
ful
Lives
|
Cost
|
Accumulated
Amortization
|
Net
|
At March 31,
2020:
|
|
|
|
|
|
|
|
|
|
Technology,
trademarks
|
5/10
yrs.
|
$664,700
|
$662,100
|
$2,600
|
Trade
names
|
6 yrs.
|
140,000
|
140,000
|
-
|
Websites
|
5 yrs.
|
210,000
|
210,000
|
-
|
Customer
relationships
|
9/10
yrs.
|
357,000
|
318,100
|
38,900
|
Sublicense
agreements
|
10
yrs.
|
294,000
|
246,200
|
47,800
|
Non-compete
agreements
|
5 yrs.
|
384,000
|
384,000
|
-
|
IPR&D
|
3 yrs.
|
110,000
|
110,000
|
-
|
Other intangible
assets
|
5 yrs.
|
240,900
|
192,800
|
48,100
|
|
|
|
|
|
|
$2,400,600
|
$2,263,200
|
$137,400
|
13
|
Useful
Lives
|
Cost
|
Accumulated
Amortization
|
Net
|
At June 30,
2019:
|
|
|
|
|
|
|
|
|
|
Technology,
trademarks
|
5/10
yrs.
|
$663,800
|
$661,700
|
$2,100
|
Trade
names
|
6 yrs.
|
140,000
|
124,400
|
15,600
|
Websites
|
5 yrs.
|
210,000
|
210,000
|
-
|
Customer
relationships
|
9/10
yrs.
|
357,000
|
308,100
|
48,900
|
Sublicense
agreements
|
10
yrs.
|
294,000
|
224,100
|
69,900
|
Non-compete
agreements
|
5 yrs.
|
384,000
|
384,000
|
-
|
IPR&D
|
3 yrs.
|
110,000
|
110,000
|
-
|
Other intangible
assets
|
5 yrs.
|
221,700
|
183,200
|
38,500
|
|
|
|
|
|
|
$2,380,500
|
$2,205,500
|
$175,000
|
Total
amortization expense was $18,300 and $47,900 for the three months
ended March 31, 2020 and 2019, respectively, and $57,600 and
$170,200 for the nine months ended March 31, 2020 and 2019,
respectively. As of March 31, 2020, estimated future amortization
expense related to intangible assets is $14,700 for the remainder
of the fiscal year ending June 30, 2020, $57,500 for fiscal 2021,
$35,100 for fiscal 2022, $18,300 for fiscal 2023 and $6,600 for
fiscal 2024 and $5,200 thereafter.
7. Earnings (Loss) Per
Common Share
Earnings
(loss) per common share data was computed as follows:
|
For
the Three Month Period Ended
March
31,
2020
|
For
the Three Month Period Ended
March
31,
2019
|
For
the Nine Month Period Ended
March
31,
2020
|
For
the Nine Month Period Ended
March
31,
2019
|
|
|
|
|
|
Net income
(loss)
|
$(314,600)
|
$93,600
|
$(367,200)
|
$354,100
|
|
|
|
|
|
Weighted average
common shares outstanding
|
1,502,773
|
1,494,112
|
1,497,567
|
1,494,112
|
Effect of dilutive
securities
|
-
|
23,007
|
-
|
15,248
|
Weighted average
dilutive common shares outstanding
|
1,502,773
|
1,517,119
|
1,497,567
|
1,509,360
|
|
|
|
|
|
Basic earnings
(loss) per common share
|
$(.21)
|
$.06
|
$(.25)
|
$.24
|
|
|
|
|
|
Diluted earnings
(loss) per common share
|
$(.21)
|
$.06
|
$(.25)
|
$.23
|
During
the three and nine months ended March 31, 2020, the Company did not
include 60,167 and 54,235 dilutive shares of common stock because
the effect would be anti-dilutive due to the loss during the
periods.
Approximately
1,750 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 nine month
periods ended March 31, 2019, because the effect would be
anti-dilutive.
8. Leases
On July
1, 2019, the Company adopted the new accounting pronouncement as it
relates to its leases which requires a lessee to recognize all
long-term leases on its balance sheet as a liability for its lease
obligation, measured at the present value of lease payments not yet
paid, and a corresponding asset representing its right to use the
underlying asset over the lease term and expands disclosure of key
information about leasing arrangements.
The
Company leases certain properties consisting principally of a
facility in Bohemia, New York (headquarters) through January 2025,
a facility in Pittsburgh, Pennsylvania for its Catalyst Research
Instrument Operations through November 2020 and another facility in
Pittsburgh, Pennsylvania for its Bioprocessing Systems Operations
through May 2021. In addition, the Company had a lease for its
Torbal Division of the Benchtop Laboratory Equipment Operations
which was mutually terminated early effective as of October 31,
2019 and a new lease for a similar sales and administration office
was entered into as of November 1, 2019 through October 2022. There
are no renewal options with any of the leases, no residual values
or significant restrictions or covenants other than those customary
in such arrangements, and no non-cash activities, and any rent
escalations incorporated within the leases are included in the
calculation of the future minimum lease payments, as further
described below. All of the Company’s leases are deemed
operating leases.
14
The
Company determines whether an agreement contains a lease at
inception based on the Company’s right to obtain
substantially all of the economic benefits from the use of the
identified asset and its right to direct the use of the identified
asset. Lease liabilities represent the present value of future
lease payments and the Right-Of-Use (“ROU”) assets
represent the Company’s right to use the underlying assets
for the respective lease terms. ROU assets and lease liabilities
are recognized at the lease commencement date based on the present
value of the lease payments over the lease term. The ROU asset is
further adjusted to account for previously recorded lease expenses
such as deferred rent and other lease liabilities. As the
Company’s leases do not provide an implicit rate, the Company
used its incremental borrowing rate of 5.0% as the discount rate to
calculate the present value of future lease payments, which was the
interest rate that its bank would charge for a similar
loan.
The
Company elected not to recognize a ROU asset and a lease liability
for leases with an initial term of twelve months or less. In
addition to minimum lease payments, certain leases require payment
of a proportionate share of real estate taxes and certain building
operating expenses or payments based on an excess of a specified
base. These variable lease costs are not included in the
measurement of the ROU asset or lease liability due to
unpredictability of the payment amount and are recorded as lease
expenses in the period incurred. The Company’s lease
agreements do not contain residual value guarantees.
The
Company elected available practical expedients for existing or
expired contracts of lessees wherein the Company is not required to
reassess whether such contracts contain leases, the lease
classification or the initial direct costs. The Company is not
utilizing the practical expedient which allows the use of hindsight
by lessees and lessors in determining the lease term and in
assessing impairment of its ROU assets. The Company utilized the
transition method allowing entities to only apply the new lease
standard in the year of adoption.
As of
March 31, 2020, the weighted-average remaining lease term for
operating lease liabilities was approximately 3.85 years and the
weighted-average discount rate was 5.0%. Total cash payments under
these leases were $76,900 and $218,700 for the three and nine month
periods ended March 31, 2020 of which $75,500 and $218,700 were
recorded as leases expense.
The Company’s approximate future minimum rental
payments under all leases existing at March 31, 2020 through
January 2025 are as follows:
Fiscal year ending June 30,
|
Amount
|
Remainder of 2020
|
$77,000
|
2021
|
265,800
|
2022
|
210,600
|
2023
|
198,900
|
2024
|
195,900
|
2025
|
91,600
|
Total future minimum payments
|
1,039,800
|
Less: Imputed interest
|
106,500
|
Total Present Value of Operating Lease Liabilities
|
933,300
|
15
9. Subsequent
Event
In
March 2020, the World Health Organization ("WHO") classified
the COVID-19 outbreak as a pandemic
based on the rapid increase in exposure globally. National, state
and local governments in affected regions have implemented, and may
continue to implement, safety precautions, including quarantines,
border closures, increased border controls, travel restrictions,
shelter in place orders and shutdowns, business closures,
cancellations of public gatherings and other measures.
Organizations and individuals are taking additional steps to avoid
or reduce infection, including limiting travel and staying home
from work.
The worldwide spread of the COVID-19 outbreak is expected to
result in a global slowdown of economic activity that is likely to
decrease demand for a broad variety of goods and services, while
also disrupting sales channels and marketing activities for an
unknown period of time until the disease is contained. As
discussed in this report's "Item 2. Management's Discussion and
Analysis of Financial Conditions and Results of Operations", the
Company has taken steps to protect its business including its
employees, and the Company is closely monitoring the evolving
impact of the pandemic on all aspects of the Company’s
business and periodically evaluates its estimates and they are
adjusted prospectively based on such periodic evaluation. The
Company continues to employ all its employees, despite the
slowdown. However, an outbreak of the virus amongst its
employees, particularly key management employees, could have a
material negative effect on the Company.
In April 2020,
the Company received $563,700 in
loan proceeds pursuant to the Paycheck Protection Program
(“PPP”) administered by the U.S. Small Business
Administration through its bank. The loan will bear interest
at 1% per annum, mature in April 2022 and contains no
collateral or guarantee requirements. Subject to certain
eligibility and certification requirements under the PPP, some or
all of the loan amount may be forgiven; however, the amount and
timing of any forgiveness is uncertain.
16
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 loss before income tax benefit of ($376,500) and
($449,300) for the three and nine months ended March 31, 2020
compared to income before income tax of $193,500 and $519,900 for
the three and nine months ended March 31, 2019, primarily due to
the loss incurred by the Bioprocessing Systems Operations resulting
from increased operating and development expenses, a non-recurring
charge for the termination of a management employee, and increased
loss from the Catalyst Research Operations due to decreased sales,
partially offset by increased operating income from the Benchtop
Laboratory Equipment Operations. In the last quarter of the
Company’s fiscal year ended June 30, 2019, the Company
increased its investment in its Bioprocessing Systems Operations
with staffing, facilities, and new product development. The
Company's results reflected total non-cash amounts for depreciation
and amortization and contingent consideration liability adjustments
of $100,900 and $193,300 for the three and nine month periods ended
March 31, 2020 compared to $633,300 and $785,200 for the
corresponding three and nine month periods in 2019.
Impact of COVID-19.
The challenges posed by the COVID-19 pandemic on the global economy
began to take effect and impact the Company’s operations at
the end of the third quarter. While
it is difficult for the Company’s management to fully predict
the full impact and broad effects of COVID-19 on its business
because of factors beyond its control and knowledge, the Company
believes it is well positioned to sustain the effects of the
pandemic, with moderate adverse impact. The Company has taken
appropriate action and has plans in place to diminish the effects
of COVID-19 on its operations and financial condition, however the
ultimate impact of COVID-19 on the Company’s business,
results of operations, financial condition and cash flows is
dependent on future developments, including the duration of the
pandemic and the related length of its impact on the global
economy, which are uncertain and cannot be predicted at this
time.
The primary impact of the COVID-19 pandemic on the Company’s
operations for the three and nine month periods ended March 31,
2020, was delay in delivery of certain catalyst research
instruments to a customer in China, which has subsequently been
delivered, and a forced shutdown of the Company's Catalyst Research
Instruments Operations and the Scientific Bioprocessing Systems
Operations facilities in Pennsylvania. The Company took immediate
action as it pertains to COVID-19 preparedness by implementing the
Center for Disease Control’s guidelines for employers in
order to protect the Company’s employees’ health and
safety, with actions such as implementing work from home, social
distancing in the workplace, requiring self quarantine for any
employee showing symptoms, and training employees on maintaining a
healthy work environment. The Scientific Bioprocessing Systems
Operations were able to continue to operate by instituting
“work-from-home” policies. The Catalyst Research
Instrument Operations were able to do the same to some extent until
they were granted an exemption and allowed to re-open the facility
in early April. The Laboratory Equipment Operations instituted
“work-from-home” policies for 75% of its administrative
staff in accordance with state mandates.
The Company has been able to retain its employees without furloughs
or layoffs, in part, due to the Company’ receipt of a loan
under the Federal Government’s Paycheck Protection Program,
which has been especially important to the Catalyst Research
Instruments due to closures of its facility and customer facilities
resulting in delays in order shipments and related receivables. The
Company does not anticipate any material impact on its ability to
collect its accounts receivable due to the nature of its customers,
which are primarily distributers of laboratory equipment and
supplies that have the ability to pay and that we believe have not
been significantly impacted by the pandemic. However, there will be
a delay in receiving some amounts due for sales of catalyst
research instruments. The Company has not experienced and does not
anticipate any material impairment to its tangible and intangible
assets, system of internal controls, supply chain, or delivery and
distribution of its products as a result of
COVID-19.
COVID-19 is expected to result in a reduction in demand or delay in
orders for the Company’s products, resulting in an
approximate 20-40% revenues decrease during the duration of the
crisis which will impact the Company's gross margin due to fixed
overhead and labor costs. While sales of the Company’s vortex
mixers are not expected to be materially reduced because they are
used in laboratories performing diagnostic tests, orders for other
products such as shakers, incubators, and balances, are expected to
decrease because they are discretionary purchases and certain
customer sites are either closed or have reduced operations. Orders
for Catalyst Instruments are expected to be delayed due to
closures. Inventories of raw materials, work in process, and
finished goods are expected to be higher as demand decreases and
the Company may not be able to adjust all purchases due to purchase
commitments, and an increase in stock of finished goods due to
lower demand.
17
Results of Operations.
The Three Months Ended March 31, 2020 Compared With The Three
Months Ended March 31, 2019
Net revenues for
the three months ended March 31, 2020 decreased $675,500 (22.1%) to
$2,378,000 from $ 3,053,500 for the three months ended March 31,
2019, reflecting increased earned royalties by the Bioprocessing
Systems Operations in the prior year, and decreased sales of the
Catalysts Research Instruments, partially offset by increased sales
of benchtop laboratory equipment. The Benchtop Laboratory Equipment
Operations’ revenues included sales of Torbal brand products
in the amount of $430,400 and $522,400 for the three months ended
March 31, 2020 and 2019, respectively. As previously discussed, the
Company’s order input began to be affected by the
COVID-19 crisis towards the end of the quarter.
The Company had a European patent that it licensed through the
Company's Bioprocessing Systems Operations for which it received
royalties each calendar year.
However, as of January 1, 2020, the licensee will no longer pay
royalties on the European patent under mutual agreement, which was
due to expire in August 2021. The net revenues
related to the European patent for calendar year 2019 were
approximately $822,000.
As
of March 31, 2020, the order backlog for catalyst research
instruments was $439,000, substantially all of which is expected to
be shipped during the fiscal year ending June 30, 2020, compared to
$834,300 as of March 31, 2019. The Company’s Benchtop
Laboratory Equipment Operations has remained fully operational
during the COVID-19 crisis with no shipment delays, and the
Catalyst Research Instruments were forced to shut down for a period
of a few weeks. Shipments to customers were delayed primarily due
to customer facility closures, which have since opened or are
expected to open in the near future.
The
overall gross profit percentage for the three months ended March
31, 2020 increased to 46.4% compared to 35.4% for the three months
ended March 31, 2019. The gross profit for the Bioprocessing
Systems Operations reflected the recording of expected future
contingent consideration payments pertaining to expected future
royalties in both the current and prior year quarters, however, the
prior year’s quarter was significantly higher. The gross
profit for the Benchtop Laboratory Equipment was slightly higher
for the three months ended March 31, 2020 compared to the prior
year’s quarter due to lower overhead during the current
period. The gross profit for the Catalyst Research Instruments
Operations was near zero during the three months ended March 31,
2020 due to fixed overhead on low sales during the
quarter.
General and
administrative expenses for the three months ended March 31, 2020
increased by $32,400 (6.6%) to $524,800 compared to $492,400 for
the three months ended March 31, 2019, due to staffing and other
administrative costs incurred by the Scientific Bioprocessing
Systems Operations.
Selling
expenses for the three months ended March 31, 2020 increased by
$151,700 (53.8%) to $433,800 from $282,100 for the three months
ended March 31, 2019, due to marketing expenses for the
Bioprocessing Systems Operations.
Research
and development expenses increased by $178,000 (147.2%) to $298,900
for the three months ended March 31, 2020 compared to $120,900 for
the three months ended March 31, 2019, primarily due to the ramp up
in product development activities by the Bioprocessing Systems
Operations which included staffing, facilities, and
materials.
The Company reflected a non-recurring charge of terminaton costs
for the severance pay and related payroll costs, pertaining to the
early termination in February 2020 of the Company's Vice President
of Corporate Strategy and Vice President of Sales for the Company's
wholly-owned subsidiary, Altamira Insturments,
Inc.
Total
other income (expense), net was ($41,600) for the three months
ended March 31, 2020 compared to $7,800 for the three months ended
March 31, 2019 due to holding losses on investment
securities.
The
Company reflected an income tax benefit of $61,900 for the three
months ended March 31, 2020 compared to expense of $99,900 for the
three months ended March 31, 2019 due to the loss for the
period.
As a
result of the foregoing, the Company recorded a net loss of
($314,600) for the three months ended March 31, 2020 compared to
net income of $93,600 for the three months ended March 31,
2019.
The Nine Months Ended March 31, 2020 Compared With The Nine Months
Ended March 31, 2019
Net
revenues for the nine months ended March 31, 2020 decreased
$600,800 (8.3%) to $6,654,500 from $7,255,300 for the nine months
ended March 31, 2019, reflecting a decrease in revenues of $533,200
for the Catalyst Research Operations due in part to the effect of
COVID-19 pandemic in the China market, a decrease of $160,400 in
earned royalties by the Bioprocessing Systems Operations, partially
offset by an increase of $92,800 in net sales of benchtop
laboratory equipment, which reflected $1,428,900 of Torbal brand
product gross sales for the nine months ended March 31, 2020,
compared to $1,406,400 in the nine months ended March 31,
2019.
The Company had a European patent that it licensed through the
Company's Bioprocessing Systems Operations for which it received
royalties each calendar year. However, as of January 1, 2020,
the licensee will no longer pay royalties on the European patent
under mutual agreement, which was due to expire in August 2021. The
net revenues related to the European patent for calendar year 2019
were approximately $822,000.
The
Benchtop Laboratory Equipment Operations’s gross profit
margin percentage was approximately the same as the prior year
period, while the percentage was higher for the Bioprocessing
Systems Operations due to reduced contingent consideration
adjustments during the current year period.
18
General
and administrative expenses for the nine months ended March 31,
2020 increased $174,100 (12.7%) to $1,545,100 from $1,371,000 for
the nine months ended March 31, 2019 due to staffing and other
administrative costs incurred by the Bioprocessing Systems
Operations and legal and other corporate expenses related to
strategic initiatives.
Selling
expenses for the nine months ended March 31, 2020 increased
$307,100 (40.1%) to $1,073,500 from $766,400 for the nine months
ended March 31, 2019, mainly due to new marketing expenses for the
Bioprocessing Systems Operations, and to a lesser extent increased
sales expenses by the Catalyst Research Instruments
Operations.
Research
and development expenses increased by $447,900 (128.9%) to $795,500
for the nine months ended March 31, 2020 compared to $347,600 for
the nine months ended March 31, 2019, primarily due to the ramp up
in product development activities by the Bioprocessing Systems
Operations which included staffing, facilities, and
materials.
The Company reflected a non-recurring charge of termination costs
for the severance pay and related payroll costs, pertaining to the
early termination in February 2020 of the Company's Vice President
of Corporate Strategy and Vice President of Sales for the Company's
wholly-owned subsidiary, Altamira Insturments,
Inc.
Total
other income (expense), net was ($29,700) for the nine months ended
March 31, 2020 compared to $2,300 for the nine months ended March
31, 2019 principally due to realized holding losses on investment
securities in the current year period.
The
Company reflected income tax benefit of $82,100 for the nine months
ended March 31, 2020 compared to $165,800 income tax expense for
the nine months ended March 31, 2019, primarily due to the loss
during the current year period compared to income in the prior year
period.
As a
result of the foregoing, the Company recorded a net loss of
($367,200) for the nine months ended March 31, 2020 compared to net
income of $354,100 for the nine months ended March 31,
2019.
Liquidity and Capital Resources.
Cash and cash equivalents
decreased by $863,100 to $739,400 as of March 31, 2020 from
$1,602,500 as of June 30, 2019 primarily due to the loss during the
period.
The
Company's Laboratory Equipment Operations generated positive cash
flow, however the Bioprocessing Systems Operations has required
material amounts of cash for its operations including new staffing,
sales and marketing and facilities. To a lesser extent, the
Catalyst Research Instruments's cash flows were also negatively
impacted in the third quarter due to delays in delivering orders
and related collections, principally due to the COVID-19
pandemic.
Net
cash used in operating activities was $802,800 for the nine months
ended March 31, 2020 compared to net cash provided by operating
activities of $484,700 during the nine months ended March 31, 2019.
The net cash used was primarily a result of the loss for the
period.
The
Company's Laboratory Equipment Operations provided cash, however
the Bioprocessing Systems Operations and the Catalyst Research
Operations used cash for its operations as described
above.
Net
cash used in investing activities was $67,300 for the nine months
ended March 31, 2020 compared to $153,800 used during the nine
months ended March 31, 2019 principally due to reduced capital
purchases by the Benchtop Laboratory Equipment Operations during
the current period. The Company provided $7,000 in financing
activities in the nine months ended March 31, 2020 compared to
$29,800 used in the nine months ended March 31, 2019 mainly due to
a cash dividend payment in the prior year.
The Company's working capital decreased by $357,900 to $4,647,900
as of March 31, 2020 compared to $5,005,800, as of June 30, 2019
mainly due to the loss during the period.
On April 14, 2020 the Company received a loan, all of which is
outstanding, under the Federal Government’s Paycheck
Protection Program with its bank, First National Bank, amounting to
$563,700 at an interest rate of 1% with a maturity date of April
17, 2022, a majority of which is expected to be forgiven under the
program. The Company also has a demand line of credit through
December 2020 with First National Bank of Pennsylvania which
provides for borrowings of up to $300,000 for regular working
capital needs, bearing interest at prime, which is currently
3.25%. 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
March 31, 2020, 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 March 31, 2021 from its
available financial resources including the lines of credit, its
cash and investment securities, and operations, unless there is a
material reduction in its cash inflows, or a material increase in
expenditures.
19
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.
As a result of our adoption of the new leases standard (Topic 842),
we implemented controls to ensure adequate review and assessment of
contracts containing leases and calculations of assets and
liabilities related to the Company's leases as well as required
disclosures within the Company's financial statements to facilitate
its adoption on July 1, 2019. There were no significant changes to
our internal control over financial reporting due to the adoption
of the new standard, as such term is defined in Exchange Act Rules
13a-15(f) and 15d-15(f) during the period covered by this Quarterly
Report or in other factors that have materially affected, or are
reasonably likely to materially affect, our internal controls over
financial reporting.
PART II – OTHER INFORMATION
Item 6. Exhibits and Reports on Form
8-K
Exhibit
Number
|
Description
|
32.0
|
Reports
on Form 8-K: None
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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:
May 15, 2020
|
SCIENTIFIC
INDUSTRIES, INC.
(Registrant)
/s/
Helena R. Santos
|
|
|
Helena
R. Santos
President,
Chief Executive Officer, Treasurer
Chief
Financial and Principal Accounting Officer
|
|
21