SCIENTIFIC INDUSTRIES INC - Quarter Report: 2021 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,
2021
☐
|
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, 2021 is 4,458,143 shares.
SCIENTIFIC INDUSTRIES, INC.
Table
of Contents
PART I - Financial Information
|
|
|
|
|
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CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
|
|
|
|
|
|
|
Condensed
Consolidated Balance Sheets
|
2
|
|
|
|
|
Condensed Consolidated Statements of Operations
|
3
|
|
|
|
|
Condensed
Consolidated Statements of Changes in Shareholders’
Equity
|
4
|
|
|
|
|
Condensed
Consolidated Statements of Cash Flows
|
5
|
|
|
|
|
Notes
to Unaudited Condensed Consolidated Financial
Statements
|
6
|
|
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
|
16
|
|
|
|
|
CONTROLS
AND PROCEDURES
|
17
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|
|
|
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PART II - Other Information
|
||
|
|
|
|
|
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EXHIBITS
AND REPORTS ON FORM 8-K
|
18
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|
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|
19
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PART I – FINANCIAL INFORMATION
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
|
March 31,
2021
|
June
30, 2020
|
Current
assets:
|
(Unaudited)
|
|
Cash and cash
equivalents
|
$627,500
|
$7,559,700
|
Investment
securities
|
5,325,700
|
331,800
|
Trade accounts
receivable, less allowance for doubtful accounts of $11,600 at
March 31, 2021 and June 30, 2020
|
1,822,500
|
1,064,000
|
Inventories
|
2,885,200
|
2,541,000
|
Income tax
receivable
|
336,300
|
334,800
|
Prepaid expenses
and other current assets
|
62,600
|
112,400
|
Assets of
discontinued operations
|
124,600
|
793,000
|
Total current
assets
|
11,184,400
|
12,736,700
|
|
|
|
Property and
equipment, net
|
383,700
|
278,300
|
|
|
|
Intangible assets,
net
|
121,500
|
128,700
|
|
|
|
Goodwill
|
257,300
|
257,300
|
|
|
|
Other
assets
|
48,400
|
56,000
|
|
|
|
Deferred
taxes
|
1,189,400
|
537,100
|
|
|
|
Operating lease
right-of-use assets
|
715,600
|
803,300
|
|
|
|
Total
assets
|
$13,900,300
|
$14,797,400
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current
liabilities:
|
|
|
Accounts
payable
|
$477,200
|
$334,600
|
Accrued
expenses
|
456,400
|
679,000
|
Contract
liabilities
|
-
|
20,000
|
Contingent
consideration, current portion
|
195,800
|
111,000
|
Bank
overdraft
|
50,600
|
43,100
|
Liabilities of
discontinued operations
|
64,400
|
240,900
|
Operating lease
liabilities, current portion
|
50,300
|
195,800
|
Payroll Protection
Program loan, current portion
|
563,800
|
563,800
|
Total current
liabilities
|
1,858,500
|
2,188,200
|
|
|
|
Payroll Protection
Program loan, less current portion
|
433,800
|
-
|
Contingent
consideration payable, less current portion
|
30,300
|
247,000
|
Operating lease
liabilities, less current portion
|
735,300
|
640,800
|
|
|
|
Total
liabilities
|
3,057,900
|
3,076,000
|
Shareholders’
equity:
Common stock, $.05 par
value; 10,000,000 and 7,000,000 shares
authorized; 2,882,065 and 2,881,065
shares issued; 2,862,263 and 2,861,263 shares outstanding at March
31, 2021 and
June 30, 2020
|
|
|
144,200
|
144,100
|
|
Additional paid-in
capital
|
10,040,600
|
8,608,300
|
Retained
earnings
|
710,000
|
3,021,400
|
|
10,894,800
|
11,773,800
|
Less common stock
held in treasury at cost, 19,802 shares
|
52,400
|
52,400
|
|
|
|
Total
shareholders’ equity
|
10,842,400
|
11,721,400
|
|
|
|
Total liabilities
and shareholders’ equity
|
$13,900,300
|
$14,797,400
|
2
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,
|
|
2021
|
2020
|
2021
|
2020
|
|
|
|
|
|
Revenues
|
$2,508,600
|
$2,136,200
|
$7,245,100
|
$6,234,500
|
|
|
|
|
|
Cost of
revenues
|
1,145,700
|
1,037,000
|
3,419,400
|
2,978,900
|
|
|
|
|
|
Gross
profit
|
1,362,900
|
1,099,200
|
3,825,700
|
3,255,600
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
General and
administrative
|
1,385,600
|
509,700
|
2,441,700
|
1,458,100
|
Selling
|
1,386,100
|
344,900
|
2,658,900
|
880,300
|
Research and
development
|
450,000
|
298,900
|
1,024,000
|
795,300
|
Termination
costs
|
-
|
180,700
|
-
|
180,700
|
|
|
|
|
|
Total operating
expenses
|
3,221,700
|
1,334,200
|
6,124,600
|
3,314,400
|
|
|
|
|
|
Loss from
operations
|
(1,858,800)
|
(235,000)
|
(2,298,900)
|
(58,800)
|
|
|
|
|
|
Other income
(expense):
|
|
|
|
|
Other income
(expense), net
|
6,100
|
(42,200)
|
22,300
|
(40,100)
|
Interest
income
|
22,500
|
300
|
71,400
|
10,000
|
Total
other income (expense), net
|
28,600
|
(41,900)
|
93,700
|
(30,100)
|
|
|
|
|
|
Loss before income
tax (benefit)
|
(1,830,200)
|
(276,900)
|
(2,205,200)
|
(88,900)
|
|
|
|
|
|
Income tax
(benefit), deferred:
|
(378,200)
|
(45,500)
|
(472,300)
|
(15,000)
|
|
|
|
|
|
|
|
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Net loss from
continuing operations
|
(1,452,000)
|
(231,400)
|
(1,732,900)
|
(73,900)
|
|
|
|
|
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Discontinued
operations (Note 9):
|
|
|
|
|
|
|
|
|
|
Income (loss) from
discontinued operations (including loss on
disposal of
$405,400), in 2021 period
|
16,400
|
(99,600)
|
(758,400)
|
(360,300)
|
Income tax
(benefit), deferred
|
-
|
(16,400)
|
(179,900)
|
(67,000)
|
|
|
|
|
|
Net income (loss)
from discontinued operations
|
16,400
|
(83,200)
|
(578,500)
|
(293,300)
|
|
|
|
|
|
Net
loss
|
$(1,435,600)
|
$(314,600)
|
$(2,311,400)
|
$(367,200)
|
|
|
|
|
|
Basic and diluted
income (loss) per common share
|
|
|
|
|
|
|
|
|
|
Continuing
operations
|
$(.51)
|
$(.15)
|
$(.61)
|
$(.05)
|
|
|
|
|
|
Discontinued
operations
|
$.01
|
$(.06)
|
$(.20)
|
$(.20)
|
|
|
|
|
|
Consolidated
operations
|
$(.50)
|
$(.21)
|
$(.81)
|
$(.25)
|
|
|
|
|
|
|
|
|
|
|
See
notes to unaudited condensed consolidated financial
statements.
3
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS'
EQUITY (UNAUDITED)
|
|
Additional
|
|
|
Total
|
||
|
Common
Stock
|
Paid-in
|
Retained
|
Treasury
Stock
|
Shareholders’
|
||
Fiscal Year
2021:
|
Shares
|
Amount
|
Capital
|
Earnings
|
Shares
|
Amount
|
Equity
|
|
|
|
|
|
|
|
|
Balance, July 1,
2020
|
2,881,065
|
$144,100
|
$8,608,300
|
$3,021,400
|
19,802
|
$52,400
|
$11,721,400
|
|
|
|
|
|
|
|
|
Net
loss
|
-
|
-
|
-
|
(263,300)
|
-
|
-
|
(263,300)
|
|
|
|
|
|
|
|
|
Stock-based
compensation
|
-
|
-
|
61,300
|
-
|
-
|
-
|
61,300
|
|
|
|
|
|
|
|
|
Balance, September
30, 2020
|
2,881,065
|
144,100
|
8,669,600
|
2,758,100
|
19,802
|
52,400
|
11,519,400
|
|
|
|
|
|
|
|
|
Net
loss
|
-
|
-
|
-
|
(612,500)
|
-
|
-
|
(612,500)
|
|
|
|
|
|
|
|
|
Stock-based
compensation
|
-
|
-
|
76,100
|
-
|
-
|
-
|
76,100
|
|
|
|
|
|
|
|
|
Balance, December
31, 2020
|
2,881,065
|
$144,100
|
$8,745,700
|
$2,145,600
|
19,802
|
$52,400
|
$10,983,000
|
|
|
|
|
|
|
|
|
Net
loss
|
-
|
-
|
-
|
(1,435,600)
|
-
|
-
|
(1.435,600)
|
|
|
|
|
|
|
|
|
Stock-based
compensation
|
-
|
-
|
1,292,000
|
-
|
-
|
-
|
1,292,000
|
|
|
|
|
|
|
|
|
Stock options
exercised
|
1,000
|
100
|
2,900
|
-
|
-
|
-
|
3,000
|
|
|
|
|
|
|
|
|
Balance, March 31,
2021
|
2,882,065
|
$144,200
|
$10,040,600
|
$710,000
|
19,802
|
$52,400
|
$10,842,400
|
|
|
Additional
|
|
|
Total
|
||
|
Common
Stock
|
Paid-in
|
Retained
|
Treasury
Stock
|
Shareholders’
|
||
Fiscal Year
2020:
|
Shares
|
Amount
|
Capital
|
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
|
4
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
For
the Nine Month Period March 31,
|
For
the Nine Month Period March 31,
|
|
2021
|
2020
|
Operating
activities:
|
|
|
Net
loss
|
$(2,311,400)
|
$(367,200)
|
Adjustments
to reconcile net loss to cash used in operating
activities:
|
|
|
Gain
on sale of investments
|
(34,600)
|
(4,000)
|
Unrealized
holding loss on investments
|
18,900
|
42,700
|
Depreciation
and amortization
|
126,700
|
123,300
|
Deferred
income taxes
|
(652,300)
|
(82,100)
|
Loss
on disposal of subsidiary
|
405,400
|
-
|
Stock-based
compensation
|
1,429,400
|
50,000
|
Gain
on sale of fixed assets
|
-
|
(300)
|
Change
in fair value of contingent consideration
|
(118,500)
|
60,000
|
Changes
in operating assets and liabilities:
|
|
|
Trade accounts
receivable
|
(758,500)
|
(210,000)
|
Inventories
|
(697,700)
|
(452,500)
|
Right - of- use
assets
|
87,700
|
(867,400)
|
Income tax
receivable
|
(1,500)
|
-
|
Prepaid and other
current assets
|
57,400
|
9,500
|
Lease
liabilities
|
(51,000)
|
933,300
|
Accounts
payable
|
142,600
|
(117,100)
|
Contract
liabilities
|
(20,000)
|
116,100
|
Bank
overdraft
|
7,500
|
-
|
Accrued
expenses
|
(222,600)
|
(38,100)
|
|
|
|
Total
adjustments
|
(281,100)
|
(436,600)
|
|
|
|
Net cash used in
operating activities
|
(2,592,500)
|
(803,800)
|
|
|
|
Investing
activities:
|
|
|
Redemption
of investment securities
|
1,631,000
|
53,600
|
Purchase of
investment securities
|
(6,609,200)
|
(62,800)
|
Proceeds from sale
of discontinued operations
|
440,000
|
-
|
Proceeds from sale
of fixed assets
|
-
|
1,000
|
Capital
expenditures
|
(183,700)
|
(38,100)
|
Purchase of other
intangible assets
|
(41,200)
|
(20,000)
|
|
|
|
Net cash used in
investing activities
|
(4,763,100)
|
(66,300)
|
|
|
|
Financing
activities:
|
|
|
Payments of
contingent consideration
|
(13,400)
|
-
|
Proceeds from
Payroll Protection Program
|
433.800
|
-
|
Proceeds from stock
options exercised
|
3,000
|
7,000
|
|
|
|
Net cash provided
by financing activities
|
423,400
|
7,000
|
|
|
|
Net decrease in
cash and cash equivalents
|
(6,932,200)
|
(863,100)
|
|
|
|
Cash and cash
equivalents, beginning of year
|
7,559,700
|
1,602,500
|
|
|
|
Cash and cash
equivalents, end of period
|
$627,500
|
$739,400
|
|
|
|
Supplemental
disclosures:
|
|
|
|
|
|
Cash paid during
the period for:
|
|
|
Income
taxes
|
$2,500
|
$40,900
|
|
|
|
See
notes to unaudited condensed consolidated financial
statements.
5
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, 2020. The results for the three and nine months
ended March 31, 2021 are not necessarily an indication of the
results for the full fiscal year ending June 30, 2021.
|
1. Summary of Significant
Accounting Policies
Principles of Consolidation
The
accompanying consolidated financial statements include the accounts
of Scientific Industries, Inc., Scientific Bioprocessing, Inc.
(“SBI”) a Delaware corporation and wholly-owned
subsidiary, and Altamira Instruments, Inc.
(“Altamira”), a Delaware corporation and wholly-owned
subsidiary (discontinued as of November 2020), 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.
COVID-19 Pandemic
The
challenges posed by the COVID-19 pandemic on the global economy
began to impact the Company’s operations at the end of the
third quarter of the year ended June 30, 2020. At that time, the
Company took appropriate action and put plans in place to diminish
the effects of COVID-19 on its operations, enabling the Company to
continue to operate with minor or temporary disruptions to its
operations. 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, wearing face coverings, and training employees on
maintaining a healthy work environment. However, if an employee
becomes infected in the future, and the Company is forced to shut
down for a period of time, it could have a short-term negative
impact on operations. At the beginning of the pandemic, the
Catalyst Research Instruments (“discontinued
operation”) and Bioprocessing Systems Operations were shut
down due to state mandates, however, the impact on operations was
immaterial, and the Company was able to retain its employees
without furloughs or layoffs, in part, due to the Company’s
receipt of certain loan amounts under the Federal
Government’s Paycheck Protection Program. The Company did not
experience and does not anticipate any material impact on its
ability to collect its accounts receivable due to the nature of its
customers, which are primarily distributors of laboratory equipment
and supplies that have the ability to pay. However, there were some
delays in receiving some accounts receivable due for the
discontinued operation due to customer shutdowns, and there was a
material negative impact on the revenues of the discontinued
operation. 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, 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 or
worsening of the pandemic and the related length of its impact on
the global economy, which are uncertain and cannot be predicted at
this time.
Adopted Accounting Pronouncements
In
August 2018, the Financial 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 was effective for fiscal years beginning after
December 15, 2019. Early adoption was 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
adoption of this standard on July 1, 2020 did not have a material
impact on the Company’s financial statements.
Recent Accounting Pronouncements
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.
2. Revenue
The Company records revenues in accordance with Accounting
Standards Codification (“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
6
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
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, and (2) Bioprocessing Systems.
The
following table summarizes the Company’s disaggregation of
revenues for the three and nine months ended March 31, 2021 and
2020.
|
Benchtop Laboratory
Equipment
|
Bioprocessing
Systems
|
Consolidated
|
Three Months Ended
March 31, 2021:
|
|
|
|
|
|
|
|
Revenues
|
$2,365,700
|
$142,900
|
$2,508,600
|
|
|
|
|
Foreign
Sales
|
942,200
|
102,600
|
1,044,800
|
|
Benchtop Laboratory
Equipment
|
Bioprocessing
Systems
|
Consolidated
|
Three Months Ended
March 31, 2020:
|
|
|
|
|
|
|
|
Revenues
|
$1,800,700
|
$335,500
|
$2,136,200
|
|
|
|
|
Foreign
Sales
|
743,000
|
335,000
|
1,078,000
|
|
Benchtop Laboratory
Equipment
|
Bioprocessing
Systems
|
Consolidated
|
Nine Months Ended
March 31, 2021:
|
|
|
|
|
|
|
|
Revenues
|
$6,803,300
|
$441,800
|
$7,245,100
|
|
|
|
|
Foreign
Sales
|
2,724,800
|
395,000
|
3,119,800
|
|
Benchtop Laboratory
Equipment
|
Bioprocessing
Systems
|
Consolidated
|
Nine Months Ended
March 31, 2020:
|
|
|
|
|
|
|
|
Revenues
|
$5,320,300
|
$914,200
|
$6,234,500
|
|
|
|
|
Foreign
Sales
|
1,996,400
|
913,700
|
2,910,100
|
Benchtop
Laboratory Equipment sales are comprised primarily of standard
benchtop laboratory equipment from its stock sold to laboratory
equipment distributors, or to end users primarily via e-commerce.
The sales cycle from time of receipt of order to shipment varies
from one day to up to a few weeks. Customers pay either by credit
card (online sales) or net 30-90, depending on the customer. Once
the item is shipped under the terms specified in the order, which
is typically “FOB Factory”, other than a standard
warranty, there are no obligations to the customer. The
Company’s standard warranty is typically comprised of one to
two years of parts and labor and is deemed immaterial.
Bioprocessing
Systems’ revenues are primarily comprised of royalties earned
by the Company, which are paid on a calendar year basis, under a
licensing agreement from a single licensee and its sublicensees.
The Company is obligated to pay 50% of all royalties it receives 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 each
fiscal period.
7
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
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 control 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 two 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”), and the design and marketing of bioprocessing
systems and products and related royalty income
(“Bioprocessing Systems Operations”).
Segment
information is reported as follows:
|
Benchtop Laboratory
Equipment
|
Bioprocessing
Systems
|
Corporate
And
Other
|
Consolidated
|
Three Months Ended
March 31, 2021:
|
|
|
|
|
|
|
|
|
|
Revenues
|
$2,365,700
|
$142,900
|
$-
|
$2,508,600
|
|
|
|
|
|
Foreign
Sales
|
942,200
|
102,600
|
-
|
1,044,800
|
|
|
|
|
|
Income (Loss) From
Operations
|
774,600
|
(1,722,200)
|
(911,200)
|
(1,858,800)
|
|
|
|
|
|
Assets
|
5,979,400
|
1,281,200
|
6,639,700
|
13,900,300
|
|
|
|
|
|
Long-Lived Asset
Expenditures
|
18,600
|
92,100
|
-
|
110,700
|
|
|
|
|
|
Depreciation and
Amortization
|
30,000
|
16,700
|
-
|
43,700
|
Approximately
$124,600 included in Assets relates to discontinued
operations.
|
Benchtop Laboratory
Equipment
|
Bioprocessing
Systems
|
Corporate
And
Other
|
Consolidated
|
Three Months Ended
March 31, 2020:
|
|
|
|
|
|
|
|
|
|
Revenues
|
$1,800,700
|
$335,500
|
$-
|
$2,136,200
|
|
|
|
|
|
Foreign
Sales
|
743,000
|
335,000
|
-
|
1,078,000
|
|
|
|
|
|
Income (Loss) From
Operations
|
138,800
|
(193,100)
|
(180,700)
|
(235,000)
|
|
|
|
|
|
Assets
|
5,229,700
|
1,647,800
|
2,042,400
|
8,919,900
|
|
|
|
|
|
Long-Lived Asset
Expenditures
|
4,900
|
11,700
|
-
|
16,600
|
|
|
|
|
|
Depreciation and
Amortization
|
29,600
|
11,000
|
300
|
40,900
|
8
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
Approximately
$1,227,900 included in Assets relates to discontinued operations,
and $300 in depreciation and amortization relates to discontinued
operations.
Approximately
55% and 49% of total benchtop laboratory equipment sales (52% and
37% of total revenues) for the three months ended March 31, 2021
and 2020, respectively, were derived from the Company’s main
product, the Vortex-Genie 2 mixer, excluding
accessories.
Approximately
20% and 24% of total benchtop laboratory equipment sales (19% and
18% of total revenues) were derived from the Torbal Scales Division
for the three months ended March 31, 2021 and 2020,
respectively.
For the
three months ended March 31, 2021 and 2020, respectively, three
customers accounted for approximately 26% and 16% of net sales of
the Benchtop Laboratory Equipment Operations (25% and 12% of the
Company’s total revenues).
|
Benchtop Laboratory
Equipment
|
Bioprocessing
Systems
|
Corporate
And
Other
|
Consolidated
|
Nine Months Ended
March 31, 2021:
|
|
|
|
|
|
|
|
|
|
Revenues
|
$6,803,300
|
$441,800
|
$-
|
$7,245,100
|
|
|
|
|
|
Foreign
Sales
|
2,724,800
|
395,000
|
-
|
3,119,800
|
|
|
|
|
|
Income (Loss) From
Operations
|
1,727,000
|
(2,996,300)
|
(1,029,600)
|
(2,298,900)
|
|
|
|
|
|
Assets
|
5,979,400
|
1,281,200
|
6,639,700
|
13,900,300
|
|
|
|
|
|
Long-Lived Asset
Expenditures
|
54,100
|
170,800
|
-
|
224,900
|
|
|
|
|
|
Depreciation and
Amortization
|
79,700
|
46,500
|
500
|
126,700
|
Approximately
$124,600 included in Assets relates to discontinued operations, and
$500 in depreciation and amortization relates to discontinued
operations.
|
Benchtop Laboratory
Equipment
|
Bioprocessing
Systems
|
Corporate
And
Other
|
Consolidated
|
Nine Months Ended
March 31, 2020:
|
|
|
|
|
|
|
|
|
|
Revenues
|
$5,320,300
|
$914,200
|
$-
|
$6,234,500
|
|
|
|
|
|
Foreign
Sales
|
1,996,400
|
913,700
|
-
|
2,910,100
|
|
|
|
|
|
Income (Loss) From
Operations
|
331,300
|
(209,400)
|
(180,700)
|
(58,800)
|
|
|
|
|
|
Assets
|
5,229,700
|
1,647,800
|
2,042,400
|
8,919,900
|
|
|
|
|
|
Long-Lived Asset
Expenditures
|
26,800
|
31,300
|
-
|
58,100
|
|
|
|
|
|
Depreciation and
Amortization
|
90,900
|
31,500
|
900
|
123,300
|
Approximately
$1,227,900 included in Assets relates to discontinued operations,
and $900 in depreciation and amortization relates to discontinued
operations.
Approximately
51% and 45% of total benchtop laboratory equipment sales (47% and
36% of total revenues) for the nine months ended March 31, 2021 and
2020, respectively, were derived from the Company’s main
product, the Vortex-Genie 2 mixer, excluding
accessories.
Approximately
23% and 27% of total benchtop laboratory equipment sales (21% and
21% of total revenues) were derived from the Torbal Scales Division
for the nine months ended March 31, 2021 and 2020,
respectively.
For the
nine months ended March 31, 2021 and 2020, three customers
accounted for approximately 23% and 17% of net sales of the
Benchtop Laboratory Equipment Operations (21% and 13% of the
Company’s total revenues), respectively.
9
SCIENTIFIC
INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
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 values 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, 2021 and June 30, 2020
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, 2021
|
Level 1
|
Level 2
|
Level 3
|
Assets:
|
|
|
|
|
Cash and cash
equivalents
|
$627,500
|
$627,500
|
$-
|
$-
|
Investment
securities
|
5,325,700
|
5,325,700
|
-
|
-
|
|
|
|
|
|
Total
|
$5,953,200
|
$5,953,200
|
-
|
$-
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
Contingent
consideration
|
$226,100
|
$-
|
$-
|
$226,100
|
|
|
Fair
Value Measurements Using Inputs Considered as
|
||
|
Fair
Value at June 30,
2020
|
Level 1
|
Level 2
|
Level 3
|
Assets:
|
|
|
|
|
Cash and cash
equivalents
|
$7,559,700
|
$7,559,700
|
$-
|
$-
|
Investment
securities
|
331,800
|
331,800
|
-
|
-
|
|
|
|
|
|
Total
|
$7,891,500
|
$7,891,500
|
$-
|
$-
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
Contingent
consideration
|
$358,000
|
$-
|
$-
|
$358,000
|
10
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
Investments
in marketable securities at March 31, 2021 and June 30, 2020
consisted of the following:
|
Cost
|
Fair
Value
|
Unrealized Holding
Gain (Loss)
|
At March 31,
2021:
|
|
|
|
Equity
securities
|
$102,200
|
$148,100
|
$45,900
|
Mutual and bond
funds
|
5,169,700
|
5,177,600
|
7,900
|
|
|
|
|
|
$5,271,900
|
$5,325,700
|
$53,800
|
|
Cost
|
Fair
Value
|
Unrealized Holding
Gain (Loss)
|
At June 30,
2020:
|
|
|
|
Equity
securities
|
$77,600
|
$101,900
|
$24,300
|
Mutual and bond
funds
|
250,300
|
229,900
|
(20,400)
|
|
|
|
|
|
$327,900
|
$331,800
|
$3,900
|
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.
|
March 31,
2021
|
June
30, 2020
|
Raw
materials
|
$2,191,200
|
$1,726,400
|
Work-in-process
|
74,100
|
35,700
|
Finished
goods
|
619,900
|
778,900
|
|
|
|
|
$2,885,200
|
$2,541,000
|
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 $257,300 at March 31, 2021 and
June 30, 2020, 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 March 31,
2021:
|
|
|
|
|
Technology,
trademarks
|
5/10
yrs.
|
$364,700
|
$362,200
|
$2,500
|
Trade
names
|
6 yrs.
|
140,000
|
140,000
|
-
|
Websites
|
5 yrs.
|
210,000
|
210,000
|
-
|
Customer
relationships
|
9/10
yrs.
|
120,000
|
94,400
|
25,600
|
Sublicense
agreements
|
10
yrs.
|
294,000
|
275,600
|
18,400
|
Non-compete
agreements
|
5 yrs.
|
282,000
|
282,000
|
-
|
IPR&D
|
3 yrs.
|
110,000
|
110,000
|
-
|
Other intangible
assets
|
5 yrs.
|
287,800
|
212,800
|
75,000
|
|
|
|
|
|
|
$1,808,500
|
$1,687,000
|
$121,500
|
11
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
|
Useful
Lives
|
Cost
|
Accumulated
Amortization
|
Net
|
At June 30,
2020:
|
|
|
|
|
Technology,
trademarks
|
5/10
yrs.
|
$364,700
|
$362,000
|
$2,700
|
Trade
names
|
6 yrs.
|
140,000
|
140,000
|
-
|
Websites
|
5 yrs.
|
210,000
|
210,000
|
-
|
Customer
relationships
|
9/10
yrs.
|
120,000
|
84,400
|
35,600
|
Sublicense
agreements
|
10
yrs.
|
294,000
|
253,600
|
40,400
|
Non-compete
agreements
|
5 yrs.
|
282,000
|
282,000
|
-
|
IPR&D
|
3 yrs.
|
110,000
|
110,000
|
-
|
Other intangible
assets
|
5 yrs.
|
246,600
|
196,600
|
50,000
|
|
|
|
|
|
|
$1,767,300
|
$1,638,600
|
$128,700
|
Total
amortization expense was $16,000 and $18,300 for the three months
ended March 31, 2021 and 2020, respectively, and $48,500 and
$57,600 for the nine months ended March 31, 2021 and 2020,
respectively. As of March 31, 2021, estimated future amortization
expense related to intangible assets is $42,800 for the remainder
of the fiscal year ending June 30, 2021, $32,100 for fiscal 2022,
$20,400 for fiscal 2023, $18,000 for fiscal 2024 and $8,200
thereafter.
7. Earnings (Loss) Per
Common Share
The
Company presents the computation of earnings per share
(“EPS”) on a basic and diluted basis. Basic EPS is
computed by dividing net income or loss by the weighted average
number of shares outstanding during the reported period. Diluted
EPS is computed similarly to basic EPS, except that the denominator
is increased to include the number of additional common shares that
would have been outstanding if the potential additional common
shares that were dilutive had been issued. Common shares are
excluded from the calculation if they are determined to be
anti-dilutive. The following table sets forth the weighted average
number of common shares outstanding for each period
presented
|
For
the Three Month Period Ended
March 31,
2021
|
For
the Three Month
Period
Ended
March 31,
2020
|
For
the Nine
Month
Period
Ended
March 31,
2021
|
For
the Nine Month
Period
Ended
March 31,
2020
|
|
|
|
|
|
Weighted average
number of common shares outstanding
|
2,861,607
|
1,502,773
|
2,861,376
|
1,497,567
|
Effect of dilutive
securities
|
-
|
-
|
-
|
-
|
Weighted average
number of dilutive common shares outstanding
|
2,861,607
|
1,502,773
|
2,861,376
|
1,497,567
|
|
|
|
|
|
Basic and diluted
earnings (loss) per common share
|
|
|
|
|
|
|
|
|
|
Continuing
operations
|
$(.51)
|
$(.15)
|
$(.61)
|
$(.05)
|
Discontinued
operations
|
$.01
|
$(.06)
|
$(.20)
|
$(.20)
|
Consolidated
operations
|
$(.50)
|
$(.21)
|
$(.81)
|
$(.25)
|
Approximately
259,357 shares and 1,349,850 of the Company’s common stock
issuable upon the exercise of options and warrants, respectively,
were excluded from the calculation for the three and nine months
ended March 31, 2021, because the effect would be anti-dilutive due
to the loss for the periods. Approximately, 51,629 shares of the
Company’s common stock issuable upon the exercise of the
outstanding options were excluded from the calculation for three
and nine months ended March 31, 2020 because they were
anti-dilutive.
12
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
8. Leases
The
Company recognizes 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.
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 Bioprocessing
Systems Operations through May 2023, and a sales and administration
office in Orangeburg, New York for the Torbal Division of its
Benchtop Laboratory Equipment Operations through October 2022. The
Company had a lease for its Catalyst Research Instruments
Operations which terminated in November 2020 and the facility was
shut down at the end of December 2020 following the sale of that
business segment on November 30, 2020. 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. 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.
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 whereby 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, 2021, the weighted-average remaining lease term for
operating lease liabilities was approximately 2.7 years and the
weighted-average discount rate was 5.0%. Total cash payments under
these leases were $64,000 and $218,700 for the three- and nine-
month periods ended March 31, 2021 of which $59,900 and $211,100,
respectively, were recorded as lease expense.
The
Company’s approximate future minimum rental payments under
all leases existing at March 31, 2021 through February 2025 are as
follows:
Fiscal year ending
June 30,
|
Amount
|
Remainder of 2021
|
$64,000
|
2022
|
260,300
|
2023
|
245,300
|
2024
|
195,900
|
2025
|
91,600
|
Total future minimum payments
|
$857,100
|
Less: Imputed interest
|
71,500
|
|
|
Total Present Value of Operating Lease Liabilities
|
$785,600
|
13
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
9. Discontinued
Operations
Effective November 30, 2020, the Company, as part of its strategic
shift to becoming a life sciences tool provider, sold its Catalyst
Research Instruments Operations reporting segment through the sale
by Altamira of substantially all of its assets, which comprised of
fixed assets, and inventory to Beijing JWGB Sci. & Tech. Co.
Ltd., a corporation formed under the laws of the People’s
Republic of China (“JWGB”) for $440,000 payable in cash
through January 2021, resulting in a $405,400 pre-tax loss. In
order to preserve business continuity for the buyer, Altamira
agreed to purchase certain components on behalf of JWGB for which
JWGB agreed to reimburse Altamira. At March 31, 2021, JWGB paid the
full $440,000 purchase price and $28,500 for component purchases
made on its behalf. The Company retained all its receivables and
payables related to sales made prior to November 30, 2020, certain
inventory related to two work-in-process orders which will be
shipped by the end of the fiscal year ending June 30, 2021, product
warranty and other miscellaneous liabilities related to certain
employee benefits, and expenses related to the closure of the
Altamira facility, which was substantially completed at the end of
December 2020.
As a result of the disposal described above, the operating results
of the former Catalyst Research Instruments Operations segment have
been presented as discontinued operations in the balance sheets,
the statements of operations, and the statements of cash flows, as
detailed below.
Assets:
|
March 31,
2021
|
June
30, 2020
|
Cash
|
$12,100
|
-
|
Accounts
receivable
|
109,300
|
-
|
Inventories
|
3,200
|
$343,700
|
Property and
equipment, net
|
-
|
1,400
|
Goodwill
|
-
|
447,900
|
|
|
|
Discontinued
operations
|
$124,600
|
$793,000
|
Liabilities:
|
March 31,
2021
|
June
30, 2020
|
Accounts
payable
|
$2,900
|
$20,100
|
Accrued expenses
and taxes
|
45,000
|
120,700
|
Contract
liabilities
|
16,500
|
69,000
|
Operating lease
liabilities, current portion
|
-
|
31,100
|
|
|
|
|
$64,400
|
$240,900
|
|
Three
Months Ended
|
Nine
Months Ended
|
||
|
March
31,
2021
|
March
31,
2020
|
March
31,
2021
|
March
31,
2020
|
Revenues
|
$107,800
|
$241,800
|
$387,700
|
$420,000
|
Cost of goods
sold
|
78,800
|
237,700
|
458,500
|
500,300
|
Gross
profit
|
29,900
|
4,100
|
(70,800)
|
(80,300)
|
Selling, general
and administrative expenses
|
12,600
|
103,700
|
282,200
|
280,000
|
Income
(loss from operations)
|
16,400
|
(99,600)
|
(353,000)
|
(360,300)
|
Loss on
disposal
|
-
|
-
|
(405,400)
|
-
|
Income
(loss) before income tax benefit
|
16,400
|
(99,600)
|
(758,400)
|
(360,300)
|
Income tax benefit,
all deferred
|
-
|
(16,400)
|
(179,900)
|
(67,000)
|
Net
income (loss) attributable to discontinued operations
|
$16,400
|
$(83,200)
|
$(578,500)
|
$(293,300)
|
14
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
In our Consolidated Statements of Cash Flows, the cash flows from
discontinued operations are not separately classified. Cash (used)
and provided by operating activities from discontinued operations
for the nine months ended March 31, 2021 and March 31, 2020 was
($502,900) and $17,900, respectively. Cash provided by investing
activities from discontinued operations for the nine months ended
March 31, 2021 was $440,000 and none for the nine months ended
March 31, 2020. There was no cash provided or used by the
discontinued operations for financing activities for both the
current and prior year periods.
10. Payroll Protection
Program Loans
The Company has two Payroll Protection Program (“PPP”)
loans outstanding which are comprised of $563,800 received in April
2020 and $433,800 received
in March 2021 through its bank. The loans each bear interest at 1%
per annum and mature in April 2022 and March 2026, respectively,
and contain no collateral or guarantee requirements. The Company
expects to apply and receive forgiveness for both
loans.
11. Equity
At the 2020 Annual Meeting of Stockholders, the stockholders of the
Company approved an amendment to the Certificate of Incorporation
of the Company to increase the number of authorized shares of the
Company’s Common stock by 3,000,000 shares from 7,000,000
to 10,000,000 shares, which is reflected as of March 31,
2021.
In addition, the stockholders also approved an amendment to the
Company’s 2012 Stock Option Plan (“Plan”) to
increase the number of shares under the Plan by 943,000 shares,
from 307,000 to 1,250,000 shares, which, together with 150,000
shares that were added to the Plan in 2020, the Company registered
on a Form S-8 Registration Statement with the Securities and
Exchange Commission on March 15, 2021. The Company’s Board of
Directors authorized and
approved the grant of Stock Options in June
2020 and July 2020 to three key officers, subject to availability
of option shares. In February 2021, upon availability, the Company
issued these stock options to the Company’s Chairman of the
Board, its Chief Executive Officer and President, and the Chief
Commercial Officer of the Company’s Bioprocessing Systems
Operations, which resulted in total stock-based compensation of
$1,292,000 and $1,429,400 for the three and nine months ended March
31, 2021, which also included expense for other
optionees.
12. Subsequent
Events
On April 29 2021, the Company received proceeds of
approximately $7,580,500 from the sale of its securities to private
investors upon the issuance of 1,595,880 shares of the
Company’s Common Stock at an offering price of $4.75 per
share which included warrants to purchase up to 797,940 shares of
the Company’s Common Stock at $9.50 per
share.
These warrants
are exercisable immediately and expire five years from date of
issuance.
Using the proceeds received, the Company, through its newly
organized wholly owned subsidiary Scientific Bioprocessing
Holdings, Inc., purchased 100% of the capital stock in aquila
biolabs, GmbH (“Aquila”), a German bioprocessing
company, for approximately $7,880,000. This acquisition
was completed so both Aquila and SBI can create synergies in
product development and sales opportunities for all products in the
United States, Europe and other parts of the world.
Concurrent with the acquisition, the Company entered into
employment agreements with the four managing directors of Aquila.
The Company has not completed any other items required to be
disclosed as more time is needed in order to complete all of the
necessary calculations. In addition, certain disclosures of
revenues and earnings of Aquila since the acquisition are
impracticable as they are minimal to the Company as a
whole.
15
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 a loss from continuing operations before income
tax benefit of $1,830,200 and $2,205,200 for the three and nine
months ended March 31, 2021 compared to a loss of $276,900 and
$88,900 for the three and nine months ended March 31, 2020,
primarily due to increased operating expenses incurred by the
Company’s Bioprocessing Systems Operations, stock options
expense amounting to $1,292,000 and $1,429,400 for the three and
nine months ended March 31, 2021 compared to $14,600 and $50,000
for the three and nine months ended March 31 2020, and expenses
related to mergers and acquisitions (“M&A”)
activities. The results reflected the Company’s continued
expansion of its Bioprocessing Systems Operations with increased
personnel and expenditures for product development, sales, and
marketing activities, and M&A activity, partially offset by the
profits generated by increased sales of the Benchtop Laboratory
Equipment Operations.
The
Company’s results for the nine months ended March 31, 2021,
reflect discontinued operations of the Catalyst Research
Instruments Operations due to the sale of substantially all its
assets at an approximate $405,400 loss at the end of the second
quarter, which is reflected in Income (loss) from discontinued
operations of $758,400, compared to an operating loss from
discontinued operations of $360,300 for the nine months ended March
31, 2020. Income from discontinued operations for the three months
ended March 31, 2021 was $16,400 compared to a loss of $99,600 for
the three months ended March 31, 2020, primarily due to a product
sale that was delivered to a customer in March 2021 after the
sale.
Results of Operations
The Three Months Ended March 31, 2021 Compared With The Three
Months Ended March 31, 2020
Net
revenues for the three months ended March 31, 2021 increased
$372,400 (17.4%) to $2,508,600 from $2,136,200 for the three months
ended March 31, 2020, reflecting an increase of $565,000 in sales
of benchtop laboratory equipment, partially offset by decreased
earned royalties of $193,600 by the Bioprocessing Systems
Operations. The Company’s benchtop laboratory equipment sales
reflected $466,200 and $430,400 of Torbal brand
product gross sales for the three months ended March 31, 2021 and
2020, respectively.
The
overall gross profit percentage for the three months ended March
31, 2021 was 54.3% compared to 51.5% for the three months
ended March 31, 2020, reflecting increased margins for the Benchtop
Laboratory Equipment Operations due to increased sales.
The gross profit for
the Bioprocessing Systems Operations was positively impacted by the
recording of an amount related to expected lower future contingent
consideration payments resulting from expected lower future
royalties.
General
and administrative expenses for the three months ended March 31,
2021 increased by $875,900 (171.8%) to $1,385,600 compared to
$509,700 for the three months ended March 31, 2020, due to the
expansion of the Scientific Bioprocessing Systems Operations, stock
options expense, and expenses related to M&A
activities.
Selling
expenses for the three months ended March 31, 2021 increased
$1,041,200 (301.9%) to $1,386,100 from $344,900 for the three
months ended March 31, 2020, due to increased sales and marketing
costs related to personnel (including stock options expense),
websites, market research, and advertising expenses incurred by the
Bioprocessing Systems Operations, and to a lesser extent increased
online marketing for the Benchtop Laboratory Equipment
Operations’ Torbal pill counter product line.
Research
and development expenses increased by $151,100 (50.6%) to $450,000
for the three months ended March 31, 2021 compared to $298,900 for
the three months ended March 31, 2020, primarily due to the ramp up
in product development activities by the Bioprocessing Systems
Operations which included staffing, facilities, and materials and
to new product development costs related to the Benchtop Laboratory
Equipment Operations.
In the
three months ended March 31, 2020, 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 Instruments, Inc. which was sold at the
end of the second quarter.
Total
other income (expense), net was $28,600 for the three months ended
March 31, 2021 compared to ($41,900) for the three months ended
March 31, 2020, primarily due to increased interest and dividend
income generated from investment securities, and holding losses on
investments in the prior year period.
The
Company reflected an income tax benefit related to continuing
operations of $378,200 for the three months ended March 31, 2021
compared to $45,500 for the three months ended March 31, 2020 due
to the increased loss for the period.
The
Company reflected income from discontinued operations of $16,400
for the three months ended March 31, 2021, compared to a $99,600
loss for the three months ended March 31, 2020, primarily due to
revenue generated post-sale of substantially all the assets of
Altamira Instruments, Inc.
The
Company reflected no income tax expense or benefit for the three
months ended March 31, 2021 and an income tax benefit related to
discontinued operations of $16,400 for the three months ended March
31, 2020 due to the loss during the prior year period.
The net
income from discontinued operations was $16,400 for the three
months ended March 31, 2021 compared to net loss of $83,200 for the
three months ended March 31, 2020, primarily due to revenue
generated post-sale of substantially all the assets of Altamira
Instruments, Inc.
As a
result of the foregoing, the Company recorded a net loss of
$1,435,600 for the three months ended March 31, 2021 compared to a
net loss of $314,600 for the three months ended March 31,
2020.
The Nine Months Ended March 31, 2021 Compared With The Nine Months
Ended March 31, 2020
Net
revenues for the nine months ended March 31, 2021 increased
$1,010,600 (16.2%) to $7,245,100 from $6,234,500 for the nine
months ended March 31, 2020, reflecting a $1,483,000 increase in
net sales of benchtop laboratory equipment, and a decrease of
$632,800 in earned royalties by the Bioprocessing Systems
Operations due to terminated patents. The Benchtop Laboratory
Equipment sales reflected $1,560,700 of Torbal brand gross product
sales for the nine months ended March 31, 2021, compared to
$1,428,900 in
the nine months ended March 31, 2020.
The
overall gross profit percentage for the nine months ended March 31,
2021 was 52.8% and 52.2% for the nine months ended March 31, 2020,
which reflected a higher gross profit margin percentage for the
Benchtop Laboratory Equipment Operations due to fixed overhead on
increased sales.
General
and administrative expenses for the nine months ended March 31,
2021 increased $983,600 (67.5%) to $2,441,700 from $1,458,100 for
the nine months ended March 31, 2020, due to the expansion of the
Scientific Bioprocessing Systems Operations, stock options expense,
and expenses related to M&A activities.
Selling
expenses for the nine months ended March 31, 2021 increased
$1,778,600 (202.0%) to $2,658,900 from $880,300 for the nine months
ended March 31, 2020, due to increased sales and marketing costs
related to personnel (including stock options expense), websites,
market research, and advertising expenses incurred by the
Bioprocessing Systems Operations, and to a lesser extent increased
online marketing for the Benchtop Laboratory Equipment
Operations’ Torbal pill counter product line.
Research
and development expenses increased by $228,700 (28.8%) to
$1,024,000 for the nine months ended March 31, 2021 compared to
$795,300 for the nine months ended March 31, 2020, primarily due to
the ramp up in product development activities by the Bioprocessing
Systems Operations which included staffing, facilities, and
materials and to new product development costs related to the
Benchtop Laboratory Equipment Operations.
In the
nine months ended March 31, 2020, 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 Instruments, Inc. which was sold at the
end of the second quarter.
Total
other income (expense), net was $93,700 for the nine months ended
March 31, 2021 compared to ($30,100) for the nine months ended
March 31, 2020, primarily due to increased interest and dividend
income generated from investment securities, and holding losses on
investments in the prior year period.
The
Company reflected an income tax benefit related to continuing
operations of $472,300 for the nine months ended March 31, 2021
compared to $15,000 for the nine months ended March 31, 2020 due to
the increased loss for the current year period.
The
Company reflected a loss from discontinued operations of $758,400
for the nine months ended March 31, 2021, compared to $360,300 for
the nine months ended March 31, 2020, due to the loss on disposal
in the current year period.
The
Company reflected an income tax benefit related to discontinued
operations of $179,900 for the nine months ended March 31, 2021
compared to $67,000 for the nine months ended March 31, 2020 due to
the increased loss during the current year period.
The net
loss from discontinued operations was $578,500 for the nine months
ended March 31, 2021 compared to $293,300 for the nine months ended
March 31, 2020, primarily due to the loss on disposal during the
current year period.
As a
result of the foregoing, the Company recorded a net loss of
$2,311,400 for the nine months ended March 31, 2021 compared to a
net loss of $367,200 for the nine months ended March 31,
2020.
Liquidity and Capital Resources. Cash and cash equivalents
decreased by $6,932,200 to $627,500 as of March 31, 2021 from
$7,559,700 as of June 30, 2020, primarily due to converting cash
on-hand to short term liquid investment securities and the loss for
the period.
Net cash used in operating activities was $2,592,500 for the nine
months ended March 31, 2021 compared to net cash used of $803,800
during the nine months ended March 31, 2020, primarily due to the
increased loss for the period. Net cash used in investing
activities was $4,763,100 for the nine months ended March 31, 2021
compared to $66,300 used during the nine months ended March 31,
2020, principally due to net purchases of investments, and to a lesser extent
new capital equipment purchases by the Bioprocessing Systems
Operations during the current
period, partially offset by the cash received from the sale of the
subsidiary. Net cash
provided by financing activities was $423,400 for the nine months
ended March 31, 2021, due to a Payroll Protection Program loan
received by the Federal Government,
compared to $7,000 provided during the nine months ended March 31,
2020 from cash proceeds related to the exercises of stock
options.
The Company's working capital decreased by $1,222,600 to $9,325,900
as of March 31, 2021 compared to $10,548,500, as of June 30, 2020
mainly due to the loss during the period.
The Company has a Demand Line of Credit through December 2021 with
First National Bank of Pennsylvania which provides for borrowings
of up to $300,000 for regular working capital needs, bearing
interest at prime, 3.25% 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 March 31, 2021, 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, 2022 from its
available financial resources including, its cash and investment
securities, operations and the line of credit.
16
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.
17
PART II – OTHER INFORMATION
Exhibit
Number
|
|
Description
|
|
|
|
31.
|
|
Certification
of Chief Executive Officer and Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
|
32.
|
|
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:
Current
Report filed on Form 8-K dated July 22, 2020 reporting under Items
1.01 and 5.2.
Current
Report filed on Form 8-K dated August 13, 2020 reporting under Item
5.03.
Current Report filed on Form 8-K dated December 1, 2020 reporting
under Items 1.01 and 2.01.
18
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 17, 2021
|
SCIENTIFIC
INDUSTRIES, INC.
(Registrant)
/s/
Helena R. Santos
|
|
|
Helena
R. Santos
President,
Chief Executive Officer, Treasurer
Chief
Financial and Principal Accounting Officer
|
|
19