UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☒ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended June 30, 20192021
☐ 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)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered |
| None | None |
Securities registered pursuant to Section 12(g) of the Exchange Act:
| Title of Class |
| Common stock, $.05 par value |
Indicate by check mark whether the registrant(1)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 ☐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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒ 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 aggregate market value of the voting stock held by non-affiliates computed by reference to the average bid and asked prices of such stock, as of September 6, 2019October 8, 2021 is $8,035,000.$20,813,900.
The number of shares outstanding of the registrant’s common stock, par value $.05 per share (“Common Stock”) as of September 6, 2019October 8, 2021 is 1,494,1126,458,143 shares.
DOCUMENTS INCORPORATED BY REFERENCE
None.
SCIENTIFIC INDUSTRIES, INC.
Table of Contents
| PART I | |
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| BUSINESS | 4 |
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| RISK FACTORS | 67 |
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| PROPERTIES | 811 |
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| LEGAL PROCEEDINGS
| 811 |
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| SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | 811 |
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| PART II | | |
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| MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 8
11 |
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| MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 912 |
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| FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 10
14 |
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| CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 10
14 |
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| CONTROLS AND PROCEDURES | 1014 |
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| OTHER INFORMATION | 10
14 |
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| PART III | | |
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| DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 11
15 |
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| EXECUTIVE COMPENSATION | 1216 |
| | | |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 1422 |
| | | |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE | 1624 |
| | | |
| PRINCIPAL ACCOUNTANT FEES AND SERVICES | 16
24 |
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| PART IV | | |
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| EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | 17
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| | 21
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| CERTIFICATION | |
| | | |
| CERTIFICATION | 22 |
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| CERTIFICATION | 23 |
| | |
Forward Looking Statements. The Company and its representatives may from time to time make written or oral forward-looking statements with respect to the Company’s annual or long-term goals, including statements contained in its filings with the Securities and Exchange Commission and in its reports to stockholders.
The words or phrases "will likely result", “will be”, “will”, "are expected to", "will continue to", "is anticipated", "estimate", "project" or similar expressions identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. Readers are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date made.
PART I
General.General. Incorporated in 1954, Scientific Industries, Inc., a Delaware corporation (which along with its subsidiaries, the “Company”) is engaged in the design, manufacture, and marketing of standard benchtop laboratory equipment (“Benchtop Laboratory Equipment”), customized catalyst research instruments (“Catalyst Research Instruments”) under its wholly-owned subsidiary, Altamira Instruments, Inc. (“Altamira”) and through its wholly-owned subsidiary, Scientific Bioprocessing Holdings, Inc. (“SBI”SBHI”), the licensing, design, manufacture, and developmentmarketing of bioprocessing systems and products (“Bioprocessing Systems”). SBHI has two wholly-owned subsidiaries – Scientific Bioprocessing, Inc., a Delaware corporation (“SBI”) and aquila biolabs GmbH (“Aquila”), a German corporation. The Company’s products are used primarily for research purposes by universities, pharmaceutical companies, pharmacies, national laboratories, medical device manufacturers, petrochemical companies and other industries performing laboratory-scale research. Until November 30, 2020, the Company was also engaged in the design, manufacture and marketing of customized catalyst research instruments through its wholly-owned subsidiary, Altamira Instruments, Inc, a Delaware corporation (“Altamira”). On November 30, 2020, the Company sold significantly all of Altamira’s assets and Altamira’s operations were discontinued.
Operating Segments. The Company views its operations as threetwo segments: the manufacture and marketing of standard Benchtop Laboratory Equipment which includes various types of equipment used for research and sample preparation in university, pharmacy and industrial laboratories sold primarily through laboratory equipment distributors and online; the manufacture and marketing of custom-made Catalyst Research Instruments for universities, government laboratories, and chemical and petrochemical companies; and the development, manufacture, and sublicensing of bioprocessing systems for research in university and industrial laboratories.products. For certain financial information regarding the Company’s operating segments, see Note 2 to the consolidated financial statements included under Item 8.
Products.
Benchtop Laboratory Equipment. The Company’s Benchtop Laboratory Equipment products consist of mixers and shakers, rotators/rockers, refrigerated and shaking incubators, and magnetic stirrers sold under the “Genie ™” brand, and pharmacy and laboratory balances and scales, force gauges, and moisture analyzers under the “Torbal®” brand. Sales of the Company’s principal product, the Vortex-Genie® 2 Mixer, excluding accessories, represented approximately 32%47% and 37%39% of the Company’s total net revenues for each of the fiscal years ended June 30, 20192021 (“fiscal 2019”2021”) and June 30, 20182020 (“fiscal 2018”2020”), respectively,and 46%51% and 48%45% of the segment’s sales for fiscal 20192021 and fiscal 2018,2020, respectively.
The Company’s vortex mixer is used to mix the contents of test tubes, beakers, and other various containers by placing such containers on a rotating cup or other attachments which cause the contents to be mixed at varying speeds.
The Company’s additional mixers and shakers include a high speedhigh-speed touch mixer, a mixer with an integral timer, a patented cell disruptor, microplate mixers, two vortex mixers incorporating digital control and display, a large capacity multi-vessel vortex mixer and a line of various orbital shakers.
The Company also offers various benchtop multi-purpose rotators and rockers, designed to rotate and rock a wide variety of containers, and a refrigerated incubator and incubated shakers, which are multi-functional benchtop environmental chambers designed to perform various shaking and stirring functions under controlled environmental conditions.
ItsThe Company’s line of magnetic stirrers includeincludes a patented high/low programmable magnetic stirrer, a four-place high/low programmable magnetic stirrer, a large volume magnetic stirrer, and a four-place general purpose stirrer.
The Company’s Torbal brand line of products includes pharmacy, laboratory, and industrial digital scales, mechanical balances, moisture analyzers, mechanical and automated pill counters, and force gauges.gauges and test stands.
Catalyst Research Instruments.The Catalyst Research Instrument products are offered through the Company’s subsidiary, Altamira. Its flagship product is the AMI-300™, which is used to perform traditional catalyst characterization experiments on an unattended basis. The product also features a stand-alone personal computer to control the instrument and incorporates proprietary LabVIEW®-based software. The Company’s AMI-300 Catalyst Characterization Instrument incorporates a sophisticated data handling package and is designed to perform dynamic temperature-programmed catalyst characterization experiments. All AMI model instruments are designed or adapted to a customer’s individual requirements.
Altamira’s other Catalyst Research Instrument products include reactor systems, high throughput systems and micro-activity reactors, including the Company’s BenchCAT™ custom reactor systems. They are available with single and multiple reactor paths and with reactor temperatures up to 1,200 degrees Celsius. The systems feature multiple gas flows, are available in gas and gas/liquid configurations, and feature one or more stand-alone personal computers with the LabVIEW®-based control software.
Bioprocessing Systems. The Company, through SBI,SBHI, sublicenses thecertain patents and technology it holds relating to bioprocessing systemsproducts exclusively under a license with the University of Maryland, Baltimore County (“UMBC”), for which it receives royalties for patents expiring throughin August 2021 and December 2023. The CompanySBHI through its two wholly-owned subsidiaries, SBI and Aquila, is also engaged in the design, development, manufacture and developmentmarketing of bioprocessing products, principally products incorporating smart sensors and state of the art software analytics. Products offered for sale include the Cell Growth Quantifier (“CGQ”) for Biomass monitoring in shake flasks, the Liquid Injection System (“LIS”) for automated feeding in shake flasks, and a line of coaster systems using disposable sensors in vessels that include T-Flasks and shake flasks.flow-through cells for pH and DO monitoring.
Product Development. The Company designs and develops substantially all of its products. Company personnel formulate plans and concepts for new products and improvements or modifications of existing products. The Company engages outside consultants to augment its internal engineering capabilities in areas such as industrial and electronics design.
Major Customers. Sales to three customers, principally of the Vortex-Genie 2 Mixer, represented 15% for both fiscal 201921% and fiscal 201811% of total net revenues for fiscal 2021 and 21%fiscal 2020, respectively, and 20%23% and 13% of Benchtop Laboratory Equipment product sales, for fiscal 20192021 and fiscal 2018,2020, respectively. Sales of Catalyst Research Instrument products are generally pursuant to a few large orders amounting on average to over $50,000 to a limited number of customers. In fiscal 2019, sales to two customers accounted for 27% of the segment’s sales (5% of total net revenues) and in fiscal 2018 sales to four customers (one of which was a customer in 2019) accounted for 78% of the segment’s sales (13% of total net revenues).
Marketing.Marketing.
Benchtop Laboratory Equipment. The Company’s Benchtop Laboratory Equipment products sold under the “Genie” brand are generally distributed and marketed through an established network of domestic and overseas laboratory equipment distributors who sell the Company’s products through websites, printed catalogs websites and sales force.
The Company’s “Torbal” brand products are primarily marketed and sold online, and primarily on a direct basis, with only a few distributors. The Company’s VIVID automated pill counter is sold through two exclusive distributors in North America. The Company also markets its products through attendance at industry trade shows, trade publication advertising, brochures and catalogs, the Company’s websites,website, one sales manager in the U.S. and, a consultant in Europe.Europe and, when practicable, attendance at industry trade shows.
In general, due to the reliance on sales through distribution, it takes two to three years for a new Genie brand Benchtop Laboratory Equipment product to begin generating meaningful sales.
Catalyst Research Instruments.Bioprocessing Systems. The Company’s Catalyst Research Instrument products are sold directly worldwide to universities, government laboratories, and chemical and petrochemical companies through its sales personnel and independent representatives engaged on a commission basis. Its marketing efforts include attendance at various trade shows, Altamira’s website, outside sales representatives and printed materials.
Bioprocessing Systems.The Company’s Bioprocessing Systems products are currentlymarketed under developmenta newly created marketing category “Digitally Simplified Bioprocessing” through a direct sales force consisting of ten sales professionals and will be offered both directlyapplication scientists plus one distributor. Sales are supported via marketing through websites, content creation, application notes, mailings, trade shows, online marketing campaigns, and through distribution worldwide to university, industrial and government laboratories.membership in various public/private research partnerships.
Assembly and Production. The Company has facilities in Bohemia, New York and Orangeburg, New York where is conducts its Benchtop Laboratory Equipment operations. The Company also has an operating facility in Bohemia, New York at which its Benchtop Laboratory Equipment operations are conducted and one in Pittsburgh, Pennsylvania at which its Catalyst Research Instruments operations are conducted. Thewhere it conducts sales, marketing, shipping, and administrative functions; and, beginning on April 29, 2021, as a result of the Company’s acquisition of Aquila, the Company also hasoperates a small facility in PittsburghBaesweiller, Germany where it conducts product development, manufacturing, sales, marketing and plans to operate future small scale production for the Bioprocessing Systems operations.administration. The Company’s production operations principally involve assembly of components supplied by various domestic and international independent suppliers. The Company has not commenced production of bioprocessing products, but anticipates that its current facilities will be adequate for such purpose, although no assurances can be provided.
Patents, Trademarks and Licenses.
The Company holds several patents relating to its benchtop laboratory products which include a United States patent which expiresexpiring in November 2022 on the MagStir Genie® and on the MultiMagStir Genie®. , another patent that relates to its Vortex-Genie Pulse expiring in January 2036, and a patent relating to Torbal’s VIVID® automated pill counter which expires in March 2039.
Two additional patents held by the Company relating to Bioprocessing Systems, expire in January 2029 for a biocompatible bag with integral sensors. The lastsensors, expire in January 2029. Another patent held by the Company expires in 2036 on an apparatus for detecting pHPH and dissolved oxygen. The Company also holds a patent that relates to a future vortexing product which is stilloxygen will expire in development stages.2036. The Company has several patent applications pending. pending with the US Patent and Trademark Office (the “USPTO”), most of which relate to bioprocessing technology.
Aquila holds two US patents relating to bioprocessing which will expire in January 2035 and February 2038, respectively. In addition, Aquila holds several European and German patents and Patent Cooperation Treaty (the “PCT”) patents, and has several other patent applications pending in the United States, Europe, and under the PCT.
The Company does not anticipate any material adverse effect on its operations following the expiration of theany of its patents.
The Company has various proprietary trademarks, including AMI™aquila biolabs (in Germany), BenchCAT™Bead Genie®, Biocoaster™, BioGenie®BioGenie®, Cellphase®, Cellstation®, Disruptor Beads™, Disruptor Genie®, Enviro-Genie®, Genie™, Genie Temp-Shaker™, ID.Developer’s Kit™, Incubator Genie™, MagStir Genie®, MegaMag Genie®, MicroPlate Genie®, MultiMagStir Genie®, Multi-MicroPlate Genie®, Orbital Genie®, QuadMag Genie®, Rotator Genie®, SBI®, Roto-Shake Genie®, Torbal®, TurboMix™, VIVID™VIVID®, and Vortex-Genie®, each of which it considers important to the success of the related product. The Company also has several trademark applications pending.pending with the USPTO. No representation can be made that any application will be granted or as to the protection that any existing or future trademark may provide.
The Company has an exclusive license from UMBC with respect to rights and know-how under a United States patent held by UMBC related to disposable sensor technology, which the Company further sublicenses on an exclusive basis to a German company, and non-exclusive rights held by the Company as it relates to the use of the technology with vessels of sizes ranging from 250 milliliters to 5 liters. TotalNet total license fees paid or owed byto the Company under this license for fiscal 20192021 and fiscal 20182020 amounted to $1,035,400$560,000 and $517,000,$1,286,800, respectively. This patent and the related license expire in December 2023.
Foreign Sales. The Company’s sales to overseas customers, principally in Asia and Europe, accounted for approximately 50%43% and 48%46% of the Company’s net revenues for fiscal 20192021 and 2018,2020, respectively. Payments are in United States dollars and are therefore not subject to risks of currency fluctuation, foreign duties and customs.
Seasonality. The Company does not consider its business to be seasonal.
Backlog.Backlog BacklogThe backlog for Benchtop Laboratory Equipment products is not a significant factor because this line of products is comprised of standard catalog items requiring lead times which usually are not longer than two weeks. There is no backlog for Bioprocessing Systems. The backlog for Catalyst Research Instrument products as of June 30, 2019 was $124,200, all of which is expected to be filled by June 30, 2020, as compared to a backlog of $509,600 as of June 30, 2018, all of which was filled in fiscal 2019.
Competition. Most of the Company's principal competitors are substantially larger and have greater financial, production and marketing resources than the Company. Competition is generally based upon technical specifications, price, and product recognition and acceptance. The Company’s main competition for its Benchtop Laboratory Equipment products derives from private label brand mixers offered by laboratory equipment distributors in the United States and Europe and products exported from China.
The Company's major competitors for its Genie brand Benchtop Laboratory Equipment are Henry Troemner, Inc. (a private label supplier to the two largest laboratory equipment distributors in the U.S. and Europe), IKA-Werke GmbH & Co. KG, a German company, Benchmark Scientific, Inc., (a United States importer of China-produced products), and Heidolph Instruments GmbH, a German company. The Company’s main competitors for its Torbal brand products are Ohaus Corporation, an American company, A&D Company Ltd., a Japanese company, and Adam Equipment Co., Ltd., a British company, and Avery Weigh-Tronix, an American company.
The primary competition for the Company’s Catalyst Research Instrument products is in the form of instruments produced internally by research laboratory staff of potential customers. Major competitors in the United States include Anton Paar (which is also a customer) and Micromeritics Instrument Corporation, each a privately-held company. The Company sells instruments to Anton Paar (formerly Quantachrome Instruments) under an OEM agreement.
The potential major competitors for the Company’s Bioprocessing Systems are Applikon Biotechnology, B.V. (Netherlands), PreSens GmbH (Germany), DASGIP TechnologyEppendorf AG GmbH (Germany), and Sartorius AGPyroScience (Germany).
Research and Development. The Company incurred research and development expenses, the majority of which related to its Benchtop Laboratory Equipment products,Bioprocessing Systems operations, of $530,500$1,623,800 during fiscal 20192021 compared to $520,900$1,139,700 during fiscal 2018.2020. The Company expects that research and development expenditures in the fiscal year ending June 30, 20202022 will continue to increase substantially due to increased product development efforts for the Bioprocessing Systems.
Government and Environmental Regulation. The Company’s products and claims with respect thereto have not required approval of the Food and Drug Administration or any other government approval.governmental authority. The Company's manufacturing operations, like those of the industry in general, are subject to numerous existing and proposed, if adopted, federal, state, and local regulations to protect the environment, establish occupational safety and health standards and cover other matters. The Company believes that its operations are in compliance with existing laws and regulations and the cost to comply is not significant to the Company.
Employees. As of September 6, 2019,24, 2021, the Company employed 3959 persons (28 for the Benchtop Laboratory Equipment operations, 9 for the Catalyst Research Instruments operations, and 231 for the Bioprocessing Systems operations)operations, of which 19 were located in Germany) of whom 3155 were full-time, including its five executive officers. In addition, certain activities of the Bioprocessing Systems operations are being performed by employees of the Company’s other operations and consultants.The Company augments its internal staff with outside consultants as deemed necessary. None of the Company's employees are represented by any union.
Available Information.Information. The Company’s Annual Report to Stockholders for fiscal 2019,2021, includes its Annual Report on Form 10-K. The Annual Report will be mailed to security holders together with the Company’s proxy material and solicitation as it relates to the Company’s 20192021 Annual Meeting of Stockholders. All the Company’s reports, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other information filed with, or furnished to, the Securities and Exchange Commission (the “SEC” or the “Commission”), including amendments to such reports, are available on the SEC’s website that contains such reports, proxy and information statements, and other information regarding companies that file electronically with the Commission. This information is available at www.sec.gov. In addition, all the Company’s public filings can be accessed through the Company’s website at https://www.scientificindustries.com/sec-filings.
IItemtem 1A. Risk Factors.
In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, important risk factors are identified below that could affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed with respect to such future periods in any current statements. The Company undertakes no obligation to publicly revise any forward-looking announcements to reflect future events or circumstances.
Dependence on Major Customers
Although the Company does not depend on any one single major customer, sales to the top three Benchtop Laboratory Equipment operations customers accounted for a combined aggregate of 21%23% and 20%13% of the segment’s total sales for each of fiscal 20192021 and 2018, respectively (15%2020 (21% and 11% of its total net revenues for both fiscal 20192021 and 2018)2020, respectively).
No representation can be made that the Company will be successful in retaining any of these customers, or not suffer a material reduction in sales, either of which could have an adverse effect on future operating results of the Company.
One Benchtop Laboratory Equipment Product Accounts for a Substantial Portion of Revenues
The Company has a limited number of Benchtop Laboratory Equipment products with one product, the Vortex-Genie 2 Mixer, accounting for approximately 46%51% and 48%45% of Benchtop Laboratory Equipment sales, for fiscal 20192021 and fiscal 2018, (32%2020 (47% and 37%39% of total net revenues for fiscal 20192021 and fiscal 2018,2020, respectively).
The Company is a Small Participant in Each of the Industries in Which It Operates
The Benchtop Laboratory Equipment industry is a highly competitive mature industry. Although the Vortex-Genie 2 Mixer has been widely accepted, the annual sales of the Benchtop Laboratory Equipment products ($7,078,8009,043,600 for fiscal 20192021 and $6,403,400$6,783,600 for fiscal 2018)2020) are significantly lower than the annual sales of many of its competitors in the industry. The principal competitors are substantially larger with much greater financial, production and marketing resources than the Company. There are constant new entrants into the vortex mixer market, including those offering products imported from China, which the Company is unable to compete with on price. The Torbal line of products is also a small market participant in its industry with significant competition from well knownwell-known brands.
The production and sale of Catalyst Research Instruments products is highly competitive. Altamira’s competitors include several companies with greater resources and many laboratories which produce their own instruments.
The Company’s Bioprocessing Systems operationoperations is a participant in the laboratory-scale sector of the larger bioprocessing products industry, which is dominated by several large companies that are significantly larger, and the operation is still in its start-up phase of operations. In the fourth quarter of fiscal 2021, the Company consummated its acquisition of Aquila to accelerate the Bioprocessing Operations, however there is no assurance that the Company will be successful in integrating Aquila into its Bioprocessing Operations or that it will be successful in competing with much greater resources than the Company.its larger competitors.
The Company’s Ability to Grow and Compete Effectively Depends In Part on Its Ability to Develop and Effectively Market New Products
The Company continuously invests in the development and marketing of new Benchtop Laboratory Equipment products with a view to increase revenues and reduce the Company’s dependence on the Vortex-Genie 2 Mixer, including the acquisition of the Torbal line of products in fiscal 2014.products. However, gross revenues derived from non Vortex-Genienon-Vortex-Genie Benchtop Laboratory Equipment products including Torbal products only amounted to $3,843,500 (54%$4,419,100 (49% of the segment’s sales and 38%45% of total revenues) for fiscal 20192021; and $3,300,500, (52%$3,712,800 (55% of the segment’s sales and 39%48% of total revenues) for fiscal 2018.2020. The segment’s ability to compete will depend upon the Company’s success in continuing to develop and market new laboratory equipment as to which no assurance can be given.
The Company relies heavily on distributors and their catalogs to market the majority of its Benchtop Laboratory Equipment products, as is customary in the industry. Accordingly, sales of new products are heavily dependent on the distributors’ decision to include and retain a new product in their catalogs and on their websites. It may be at least 24 to 36 months between the completion of development of a product and the distribution of the catalog in which it is first offered; furthermore, not all distributors feature the Company’s products in their catalogs.
The Company’s line of Catalyst Research Instruments consists of only a few products. The ability of the Company to compete in this segment and expand the line will depend on its ability to make engineering improvements to existing products and develop and add new products incorporating more current technology. Over the last few years the Company has introduced two new catalyst research products to increase its product offerings and has recently expanded its outside sales force.
The success of the Company’s Bioprocessing Systems operationoperations will bedepend heavily dependent on its ability to successfully develop, produce, and producemarket new products. Commencing approximately in the last quarter of fiscal year ended June 30, 2019, the Company began to commit substantial resources to its Bioprocessing Systems operations in the form of consulting, employees, materials, supplies, marketing, and facilities to accelerate its new product development efforts. Suchefforts and marketing activities. Bioprocessing products are of a complex nature in an industry that the Company doeshas not operatetraditionally operated in and are takinghave taken much longer to develop than previously anticipated. In addition, they will be subject to beta testing by end users, which could result in design and/or production changes which could further delay development time. On April 29, 2021, the Company acquired Aquila in an effort to further accelerate product development of its bioprocessing products. The Company expects the sale and marketing of these new products, at least initially,is incurring substantial product development costs related to be through the Company’s attendance at trade shows, website, online marketing, and a few select distributors. The Company plans to incur significant marketing expenditures on initial marketing of theits Bioprocessing Systems products.Operations.
No assurance can be given that the Company will be successful with its new product development andor that its sales and marketing programs will be sufficient to develop additional commercially feasible products which will be accepted by the marketplace, or that any distributor will include or retain any such products in its catalogs and websites.
Integration — The Company May Face Challenges with Integrating Acquisitions and Achieving the Financial and Other Results Anticipated at the Time of Acquisition
The Company may face challenges integrating its recent acquisition of Aquila or future acquisitions with its existing operations. These challenges could include difficulty in integrating or consolidating business processes and systems and challenges with integrating the business cultures, especially since Aquila is located in Germany. In addition, the process of integrating operations could result in an interruption of normal business operations.
Exchange Rates — The Company is Exposed to Foreign Exchange Rate Risk
Substantially all of the Company’s sales are in US dollars. As a result of the acquisition of Aquila, the Company is now subject to foreign exchange rate risk, both transactional and translational, which may negatively affect our financial performance. Transactional foreign exchange exposures result from exchange rate fluctuations, including in respect of the U.S. dollar and the Euro. Translational foreign exchange exposures result from exchange rate fluctuations in the conversion of the entity’s functional currency to U.S. dollars, consistent with the Company’s reporting currency, and may affect the reported value of the Company’s assets and liabilities and its income and expenses. In particular, the Company’s translational exposure may be impacted by movements in the exchange rate between the Euro against the U.S. dollar.
The Company May Be Subject to General Economic, Political and Social Factors
Orders for the Company’s products particularly its Catalyst Research Instruments products, depend in part, on the customer’s ability to secure funds to finance purchases, especially government funding.funding for research activities. Availability of funds can be affected by budgetary constraints. Factors including a general economic recession, thea European crisis, slowdown in Asian economies, or a major terrorist attack may have a negative impact on the availability of funding including government or academic grants to potential customers. Please also see the separate COVID-19 pandemic related discussion in this “Risk Factors” section below.
As discussed in Item 1, sales to overseas customers, including sales in China, account for approximately 50%43% of the Company’s net revenues. The high value of the U.S. dollar relative to foreign currencies hascan have a negative impact on sales because the Company’s products, which are paid in U.S. dollars, become more expensive to overseas customers.
The ongoing tariffs have not had a material impact on the Company, other than slightly higher component costs which the Company has been able to manage through alternative sources and passing on some of the increases through price increases. The current political situation as it pertains towith inflationary pressures and higher transportation costs is resulting in significantly higher costs for some of the Company’s components. Continuation of tariffs and/or increased trade tensions and a trade warinflationary pressures could have a negative effect on the Company’s level of future exports. In addition, any tariffs will have a negative effect on the Company’s gross margins, since various components used in the Company’s products are produced overseas, even if purchased from a US supplier, and the Company is unable to pass such cost increases to its customers.
The Company Has Been Adversely Affected and Could Be Materially Adversely Impacted in the Future by the COVID-19 pandemic
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 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. The Bioprocessing Systems Operations’ SBI facility was shut down temporarily due to state mandates, however, the impact on operations was immaterial, and the Company has been able to retain its employees without furloughs or layoffs, in part, due to the Company’ receipt of two loans under the Federal Government’s Paycheck Protection Program (“PPP”). The Company received $563,800 and $433,800 in April 2020 and March 2021, respectively, under this program administered by the U.S. Small Business Administration through its bank. The first loan was forgiven in June 2021 except for $32,700 which was repaid. The remaining loan bears interest at 1% per annum and matures in March 2026 and contains no collateral or guarantee requirements. The Company expects to apply and receive forgiveness for the majority of the second loan. The Bioprocessing Systems Operations’ German operation, which was acquired on April 29, 2021, was negatively impacted in its ability to secure new Catalyst Research Instruments orders can also be affected by changesbecause Aquila had historically relied on face-to-face meetings at trade shows for its sales opportunities. While it has participated in domesticvirtual trade shows, management believes that certain sales opportunities are lost as a result. The Company has not experienced and international policies pertainingdoes not anticipate any material impact on its ability to energycollect its accounts receivable due to the nature of its customers, which are primarily distributors of laboratory equipment and supplies which have benefitted from the Pandemic due to the nature of the products and have the ability to pay. However, there is a delay in the receipt of a receivable related to the Company’s discontinued operations due to the delay to complete the related installation as a result of the pandemic. The Company has not experienced and does not anticipate any material impairment to its tangible and intangible assets, system of internal controls, 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 environment,related length of its impact on the global economy, which couldare uncertain and cannot be predicted at this time. The Company is currently experiencing some delays from its supply chain which is having an impact on delayed delivery of some products, however this is deemed temporary and does not affect funding of potential customers.the Company’s major product – the Vortex-Genie 2. In addition, due to the travel restrictions imposed by the United States and other governments worldwide, Company personnel may be restricted from traveling to conduct its operations including site visits, customer visits and installations, vendor facility visits, and other sales and marketing related travel that can negatively impact the Company.
The Company is Heavily Dependent on Outside Suppliers for the Components of Its Products
The Company purchases all its components from outside suppliers and relies on a few suppliers for some components, mostly due to cost considerations. Most of the Company’s suppliers, including United Statesits U.S. vendors, produce the components directly or indirectly in overseas factories, and orders are subject to long lead times and potential other risks related to production in a foreign country, such as current and potential future tariffs.tariffs, and the COVID-19 pandemic. To minimize the risk of supply shortages, the Company keeps more than normal quantities on hand of the critical components that cannot easily be procured or, where feasible and cost effective, purchases are made from more than one supplier. The Company is currently experiencing some delays in delivery of electronic components due to shortages of underlying raw materials, however these shortages pertain to low volume Benchtop Laboratory Equipment products and to the Company’s knowledge are not expected to have a material impact on the Company’s revenues. The Company also seeks to mitigate the effect of the tariffs on its component costs through supplier negotiations, however, alternate suppliers are not always feasible for various reasons including complexity and cost of toolings. A shortage of such components beyond what it is currently experiencing or vendor inability to deliver due to shipping and cargo issues could halt production and have a material negative effect on the Company’s operations.
The Company’s Ability to Compete Depends in Part on Its Ability To Secure and Maintain Proprietary Rights to its Products
The Company has no patent protection for its principal Benchtop Laboratory Equipment product, the Vortex-Genie 2 Mixer, or the Torbal balances, or for its Catalyst Research Instruments products other than the VIVID pill counter, and it has limited patent protection on a few other Benchtop Laboratory Equipment products. There are several competitive products available in the marketplace possessing similar technical specifications and design.
As part of the asset purchase by SBI during fiscal 2012, the Company acquired the rightsThe Company’s patents related to various patents for bioprocessing productsits Bioprocessing Systems Operations pertaining to non-invasive sensor technology, which it licenses from UMBC, however such patents expireUniversity of Maryland Baltimore County, expired in August 2021 and December 2023, and as a result, the Company expects a material reduction in license fees during calendar year 2021 and none past December 2023. The Company has some patent protection on certain of its products under development and other applications pending.
The Company’s Bioprocessing Operations through its newly acquired Aquila division holds several patents primarily in Germany and across Europe related to its products and underlying technology, and has several patent applications pending in Germany, the European Union, and the United States of America.
There can be no assurance that any patent issued, licensed or sublicensed to the Company provides or will provide the Company with competitive advantages or will not be challenged by third parties. Furthermore, there can be no assurance that others will not independently develop similar products or design around the Company’s patents. Any of the foregoing activities could have a material adverse effect on the Company. Moreover, the enforcement by the Company of its patent or license rights may require substantial litigation costs.
The Company Has Limited Management Resources
The loss of services from eitherany of Ms. Helena Santos, the Company’s President, Chief Executive, Financial Officer and Treasurer, Mr. Robert Nichols, the President of the Company’s Genie Products Division of the Benchtop Laboratory operations, Mr. Karl Nowosielski, the President of the Torbal Products Division of the Benchtop Laboratory operations, Mr. Daniel Grunes, the Vice-President of Operations and Product Development of SBHI, or Mr. Anthony Mitri, theJohn A. Moore, President of AltamiraSBI, or any material expansion of the Company’s operations could place a significant additional strain on the Company’s limited management resources and could be materially adverse to the Company’s operating results and financial condition.
The Common Stock of the Company is Thinly Traded and is Subject to Volatility
As of September 6, 2019,October 8, 2021, there were 1,494,1126,458,143 shares of Common Stock of the Company outstanding, of which 424,821 (28%3,820,130 (59%) were held by the directorsaffiliates or Directors and officersOfficers of the Company. The Common Stock of the Company is traded on the Over-the-Counter Bulletin Board and, historically, has been thinly traded. There have been a number of trading days during fiscal 20192021 on which no trades of the Company’s Common Stock were reported. Accordingly, the market price for the Common Stock is subject to great volatility.
The Company’s executive office and principal manufacturing facility for its Benchtop Laboratory Equipment operations comprises approximately 19,000 square feet. This facility is located in Bohemia, New York and is held under a lease which expiresexpired in February 2025.2025, and was amended in September 2021 for an additional 5,000 square feet adjoining facility and increased term through October 2028. The Company’s Catalyst Research Instruments operations are conducted from an approximately 9,000 square foot facility in Pittsburgh, Pennsylvania under a lease which expires in November 2020. The Bioprocessing Systems operations are conducted from an approximately a 1,2002,100 square foot laboratory facility in Pittsburgh Pennsylvania under a lease which expires in November 2020.May 2023. The Company has a 1,200 square foot facility in Oradell,Orangeburg, New JerseyYork from where it conducts its sales and marketing functions, primarily for the Torbal Products Division of the Benchtop Laboratory Equipment operations.operations expiring in October 2022. As a result of its acquisition of Aquila, the Company also has a 480 square foot facility in Baesweiller, Germany comprised of manufacturing, engineering, and administrative space. See Note 1011 to the consolidated Financial Statements in Item 8. The leased facilities are suitable and adequate for each of the Company’s operations. In the opinion of management, all properties are adequately covered by insurance.
ItemItem 3. Legal Proceedings.
The Company is not a party to any pending legal proceedings.
IItemtem 4.Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders during the fourth quarter of fiscal 2019.2021.
PART II
ItemItem 5.Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
The Company's Common Stock is traded in the over-the-counter market. The following table sets forth the low and high bid quotations forat the end of each quarter of fiscal 20182020 and fiscal 2019,2021, as reported by the National Association of Securities Dealers, Inc. Electronic Bulletin Board. Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions:
| For Fiscal Quarter Ended | | |
| 09/30/17 | 2.92 | 3.50 |
| 12/31/17 | 2.85 | 3.20 |
| 03/31/18 | 2.85 | 3.30 |
| 06/30/18 | 3.05 | 3.30 |
| 09/30/18 | 2.82 | 3.24 |
| 12/31/18 | 2.99 | 4.00 |
| 03/31/19 | 3.50 | 4.50 |
| 06/30/19 | 3.88 | 4.75 |
| For Fiscal Quarter Ended | | |
| 09/30/19 | 4.00 | 6.88 |
| 12/31/19 | 6.01 | 9.10 |
| 03/31/20 | 6.56 | 10.20 |
| 06/30/20 | 5.55 | 10.61 |
| 09/30/20 | 7.05 | 9.00 |
| 12/31/20 | 7.26 | 8.10 |
| 03/31/21 | 7.66 | 11.00 |
| 06/30/21 | 9.31 | 10.51 |
As of September 6, 2019,24, 2021, there were 273289 record holders of the Company's Common Stock.
IItemtem 7. 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’s results reflect the results from the Benchtop Laboratory Equipment Operations and the Bioprocessing Systems Operations, which includes two months of results for Aquila, following its acquisition on April 29, 2021. The Company reflected incomerealized a loss from continuing operations before income tax expensebenefit of $776,100$4,055,000 for fiscal 20192021 compared to income before income tax expensea loss of $1,400$667,400 for fiscal 2018,2020, primarily due to increased operating expenses of its Bioprocessing Systems Operations, which included significant amounts for product development, sales and marketing, costs related to the increased royalty income derivedacquisition of Aquila, and non-cash compensation expense related to stock options, partially offset by the Bioprocessing Operations andprofits generated by increased sales and profits of the Benchtop Laboratory Equipment Operations. The results also reflected a loss before income tax benefit for discontinued operations and increased sales and a decreased loss byof $769,900 compared to $472,500 in fiscal 2020. On November 30, 2020, the Company sold substantially all of the assets of its Catalyst Research Instruments Operations which was operated through its wholly-owned subsidiary, Altamira Instruments, Inc.
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 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. The Bioprocessing Systems Operations’ SBI facility was shut down temporarily due to state mandates, however, the impact on operations was immaterial, and the Company has been able to retain its employees without furloughs or layoffs, in part, due to the Company’ receipt of two loans under the Federal Government’s Paycheck Protection Program (“PPP”). The Company received $563,800 and $433,800 in April 2020 and March 2021, respectively, under this program administered by the U.S. Small Business Administration through its bank. The first loan was forgiven in June 2021 except for $32,700 which was repaid. The remaining loan bears interest at 1% per annum and matures in March 2026 and contains no collateral or guarantee requirements. The Company expects to apply for and receive forgiveness for the majority of the second loan. The Bioprocessing Systems Operations’ German operation, which was acquired on April 29, 2021 ,was negatively impacted in its ability to secure new orders because Aquila had historically relied on face-to-face meetings at trade shows for its sales opportunities. While it has participated in virtual trade shows, management believes that certain sales opportunities are lost as a result. The Company has not experienced 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 which have benefitted from the Pandemic due to the nature of the products and have the ability to pay. However, there is a delay in the receipt of a receivable from a customer related to the Company’s discontinued operations due to a delay in the Company’s ability to complete the installation of equipment purchased by the customer, as a result of the Pandemic. The Company has not experienced and does not anticipate any material impairment to its tangible and intangible assets, system of internal controls, 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 reflected total non-cash amounts for depreciation, amortization,of operations, financial condition and adjustmentscash 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. The Company is currently experiencing some delays from its supply chain which is having an impact on delayed delivery of some products, however this is deemed temporary and does not affect the Company’s major product – the Vortex-Genie 2. In addition, due to contingent consideration liabilities of approximately $778,500 for fiscal 2019the travel restrictions imposed by the United States and approximately $714,000 for fiscal 2018.other governments worldwide, Company personnel may be restricted from traveling to conduct its operations including site visits, customer visits and installations, vendor facility visits, and other sales and marketing related travel that can negatively impact the Company.
Results of Operations. Net revenues for fiscal 20192021 increased $1,718,400 (20.3%$1,990,800 (25.6%) to $10,199,800$9,775,200 from $8,481,400$7,784,400 for fiscal 2018,2020, reflecting an increase of approximately $637,000 (95.2%)$2,260,000 in royalties earned by the Bioprocessing Systems operations due to higher sales derived from its sublicense in Europe, an increase of approximately $675,400 (10.5%) innet sales of Benchtop Laboratory Equipment derived from increased salesOperations, in part related to its products being used in COVID-19 related research and testing, and a decrease of new Torbal brand products and increased sales for Genie brand products$269,200 in net revenues of the United States, and an increase of approximately $406,000 (28.8%) in net sales of Catalyst Research Instruments,Bioprocessing Systems Operations, primarily due to overseas customers.decreased royalties earned during the current year period due to expiring patents.
Sales of Catalyst Research Instruments are comprised of a small number of large orders, while the sales of Benchtop Laboratory Equipment are comprised of a large number of small orders. As of June 30, 2019, the order backlog for Catalyst Research Instruments was $124,200, all of which is expected to be shipped during fiscal year ending June 30, 2020, compared to $509,600 as of June 30, 2018.
The gross profit percentage for fiscal 2019 was 42.8% compared to 38.0% for2021 of 50.9% approximated fiscal 2018. The current year reflected higher2020’s gross profit margins on salespercentage of Catalyst Research Instruments primarily due to increased sales of higher margin custom products including more custom products at higher margins. The Company’s gross margin on Benchtop Laboratory Equipment also increased due to customer mix including more online sales that have higher margins. The Bioprocessing Systems Operations also reflected higher gross margin due to higher revenues.50.6%.
General and administrative expenses for fiscal 20192021 increased by approximately $175,600 (10.0%$1,753,100 (77.0%) to $1,924,400$4,028,500 compared to $1,748,800$2,275,400 for fiscal 20182020 due primarily to an increasecompensation-related costs resulting from stock option grants and increased costs from the Bioprocessing Systems Operations in various items across all business segments including legal fees, director meetingspart due to new directors, and consulting expenses.the acquisition of Aquila in the fourth quarter of fiscal 2021.
Selling expenses for fiscal 20192021 increased approximately $178,600 (18.7%$2,846,100 (240.0%) to $1,136,100$4,031,900 from $957,500$1,185,800 for fiscal 2018,2020, primarily due to increased sales commissions and related salaries on highermarketing expenses incurred by the Bioprocessing Systems operations for sales and marketing personnel, sales and marketing activities, and compensation-related costs resulting from stock option grants.
Research and development expenses increased $484,100 (42.5%) to $1,623,800 for bothfiscal 2021 compared to $1,139,700 for fiscal 2020, due to increased product development expenditures by the Bioprocessing Systems operations, including such expenditures incurred by Aquila since its acquisition in the fourth quarter of fiscal 2021, partially offset by decreased product development expenditures incurred by the Benchtop Laboratory Equipment operations and the Catalyst Research Instruments operations, online marketing costs for the Torbal brand products, and market research costs for the Bioprocessing Systems operations.
Research and development expenses amounted to $530,500 for fiscal 2019 compared to $520,900 for fiscal 2018. The Company increased its new product development efforts in the last quarter of fiscal 2019 for the Bioprocessing Systems operations. During the last quarter of fiscal 2019, the Company's Bioprocessing Systems operations began to expand and increased its product development efforts with the hiring of an engineer. Since year end the Company hired two additional engineers and is committing additional resources for materials and supplies for development of Bioprocessing Systems.Operations.
Total other income (loss), net was -$5,900$653,800 for fiscal 20192021 compared to $6,900 income$(3,900) in fiscal 20182020. This increase was due primarily to holding losses onthe $531,100 forgiveness of the first PPP loan received by the Company, and increased interest income resulting from increased investment securities.securities balances.
The Company reflected income tax expensebenefit for continuing operations of $124,600$945,000 for fiscal 20192021 compared to $161,900income tax benefit of $214,000 for fiscal 2018,2020, primarily due to lower effective tax rate.the loss incurred.
As a result of the foregoing, the Company recorded a net incomeloss from continuing operations of $645,600$3,110,000 for fiscal 20192021 compared to a net loss from continuing operations of $453,400 for fiscal 2020.
The Company reflected a net loss from discontinued operations of $562,500 for fiscal 2021, compared to a $249,900 loss for fiscal 2020, primarily due to loss on the sale of the majority of the operation’s assets during the current fiscal year.
As a result of the above, the Company recorded a net loss of $3,672,500 for fiscal 2021 compared to a net loss of $160,500$703,300 for fiscal 2018.2020.
Liquidity and Capital Resources. Cash and cash equivalents increased by $549,400$2,115,500 to $1,602,500$9,675,200 as of June 30, 20192021 from $1,053,100$7,559,700 as of June 30, 2018.
Net cash provided by operating activities was $1,159,500 for fiscal 2019 compared to $256,900 for fiscal 2018. The current fiscal year reflected significantly higher operating income, higher accounts receivable balances, and a higher amount for change in fair value adjustment of contingent consideration. Net cash used in investing activities was $218,400 for fiscal 2019 compared to $79,500 for fiscal 2018 due mainly to new capital expenditures related to new toolings and ERP system, increased intangible asset purchases related to new patents and trademarks, and purchases of investment securities.2020. The Company used $391,700received $563,800 and $433,800 in financing activitiesApril 2020 and March 2021, respectively,under the Payroll Protection Program administered by the U.S. Small Business Administration through its bank. The first loan was forgiven in fiscal 2019 comparedJune 2021 except for $32,700 which was repaid. The remaining loan bears interest at 1% per annum and matures in March 2026 and contains no collateral or guarantee requirements. The Company expects to $149,400 in fiscal 2018, mainly due to higher paymentsapply for and receive forgiveness for the majority of contingent consideration related to the SBI acquisitionsecond loan. In April and paymentJune of a cash dividend.
The Company's working capital increased by $887,600 to $5,005,800 as of June 30, 2019 compared to $4,118,200, as of June 30, 2018, primarily due to increased cash generated from higher operating income. For fiscal 2019,2021, the Company reclassified $245,400received a total of trade accounts receivable$16,074,000, net of issuance costs, from long term to short term assets.
the sale of its Common Stock as further described in Note 15 of the financial statements in Item 8. The Company has a Demand Line of Credit through December 2019 with First National Bank of Pennsylvania which provides for borrowings of up to $300,000 for regular working capital needs, bearing interest at prime, currently 5.25%. Advances on the line are secured by a pledge of the Company’s assets including inventory, accounts receivable, chattel paper, equipment and general intangibles of the Company. As of June 30, 2019, no borrowings were outstanding under such line.
Management believesexpects that the Companyit will be able to meet its cash flow needs during the next 12 months from cash derived from its available financial resources includingoperations and cash on-hand.
Net cash used in operating activities was $3,301,500 for fiscal 2021 compared to net cash used in operating activities of $168,100 for fiscal 2020, primarily due to the linesnet loss for the current year. Net cash used in investing activities was $10,884,000 for fiscal 2021 compared to $84,100 for fiscal 2020 due mainly to acquisition of credit, its cash and investment securities, and operations. CommencingAquila in the fourth quartercurrent year and purchase of investment securities. Net cash provided by financing activities was $16,310,200 for fiscal 2021 compared to $6,209,400 during fiscal 2020 due mainly to proceeds from issuance of stock and the Company began committing significant resources forproceeds from the Bioprocessing Systems operations for new engineering personnel, market research, and administration. Management believes thatPayroll Protection Program loan.
The Company's working capital increased by $5,595,800 to $16,144,300 as of June 30, 2021 compared to $10,548,500, as of June 30, 2020, primarily due to the Company will be able to meet its cash flow needs duringreceived from the next 12 months from its available financial resources including the lines of credit, its cash and investment securities, and operations. Commencing in the fourth quarter the Company began committing significant resources for the Bioprocessing Systems operations for new engineering personnel, market research, and administration. equity financings.
Capital Expenditures. During fiscal 2019, the Company incurred $187,800 in capital expenditures. The Company expects that based on its current operations, its capital expenditures will be approximately the same for the fiscal year ending June 30, 2020.
Off-Balance Sheet Arrangements. None.
Item 8. Financial Statements and Supplementary Data.
The consolidated Financial Statements required by this item are attached hereto on pages F1-F20.F1-F28.
IItemtem 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.
Not applicable.
ItemItem 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this Annual Report on Form 10-K, 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 Officer and Chief Financial Officer of the Company has concluded that the Company's disclosure controls and procedures were notare effective as of June 30, 2019 because ofto ensure that information required to be disclosed by the identification of a material weaknessCompany in internal control over financial reporting which relatedits 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 accounting of the Company’s tax provision calculation. Notwithstanding the material weakness that existed at June 30, 2019, the Chief ExecutiveCompany's management, including its principal executive and Chief Financial Officer of the Company has concluded that theprincipal financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, the financial position, results of operations, and cash flows of the Company and its subsidiaries in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
Management and the Board of Directors are committedofficer, as appropriate to the continued improvement of the Company's overall system of internal controls over financial reporting. The Company's remediation plan is to implement additional processes, controls and procedures relating to the preparation and review process of its quarterly and annual income tax provision calculation. The Company is continuing to implement remedial measures to improve and develop internal controls, processses and procedures in the income tax provision process in order to address the material weakness.
allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control Over Financial Reporting. Management is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting, as such term is defined in Securities Exchange Act Rule 13a-15(f) and 15d-15(f). The Company’s internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
The Chief Executive Officer and Chief Financial Officer of the Company conducted an evaluation of the effectiveness of the Company’s internal controls over financial reporting as of June 30, 20192021 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework.
This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.
Changes in Internal Control Over Financial Reporting. Except as otherwise discussed above, there was no change in the Company's internal controls over financial reporting that occurred during the most recent fiscal quarter that materially affected or is reasonably likely to materially affect the Company's internal controls over financial reporting.
Inherent Limitations on Effectiveness of Controls. The Company’s management, including its Chief Executive Officer and Chief Financial Officer, believes that its disclosure on controls and procedures and internal controls over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, management does not expect that its disclosure on controls and procedures or its internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.
IItemtem 9B. Other Information.
Not applicable.
PART III
IItemtem 10. Directors, Executive Officers and Corporate Governance.
Directors
The Company has the following seven Directors:
Christopher Cox(age 57),a director since February 2021, has been a Senior Vice President of Population Health Investment Co., Inc. since September 2020 and a Co-Founder and Managing Partner of Population Health Partners LLC since May 2020. Mr. Cox has been a corporate attorney for over 25 years, most recently at Cadwalader, Wickersham & Taft LLP, which he joined as a partner in January 2012 and where he served a co-chair of the global corporate group and a member of the firm’s management committee until February 2016. From February 2016 to March 2019, Mr. Cox was Executive Vice President and Chief Corporation Development Officer of Medicines Company. Prior to January 2012, Mr. Cox was a partner at Chill Gordon & Reindel.
Joseph G. Cremonese (age 84)86), a Director since November 2002 and Chairman of the Board sincefrom February 2006 to January 2020, has been, through his affiliate, a marketing consultant to the Company since 1996. Mr. Cremonese has been since 1991, President of his affiliate, Laboratory Innovation Company, Ltd, which is a vehicle for the consulting services for the Company.
Marcus Frampton (age 39)41), a Director since March 2019 is the Chief Investment Officer of the Alaska Permanent Fund Corporation and serves on the Board of Directors of Twin Creeks Timber, LLCManaged Funds Association and Nyrada, Inc., a drug development company. He served as Director of Investments, Real Assets and Absolute Return of the Alaska Permanent Fund from 2016 to 2018 and Director of Investments, Private Markets of the Alaska Permanent Fund from 2012 to 2016 for the Alaska Permanent Fund Corporation.2016.
John A. Moore (age 53)56), a Director since January 2019 hasand Chairman of the Board since January 2020, is also the President of SBI since January 2020 and had been providing consulting services to the Company’s subsidiary, Scientific Bioprocessing, Inc.SBI since March 2019. Mr. Moore serves as Executive Chairman of Nyrada, Inc., a drug development company since July 2019 and prior to that served as a director with Noxopharm Limited, a drug development company, and is also the Chairman of Trialogics, a clinical trial software provider. Mr. Moore was President, Chief Executive Officer and director of Acorn Energy, Inc. from 2006 to 2016.
Grace S. Morin(age 71), a Director since December 4, 2006, had been President, Director and principal stockholder of Altamira Instruments, Inc. from December 2003 until its acquisition in November 2006 by the Company. Ms. Morin had been employed by Altamira to supervise its administrative functions at the Pittsburgh, Pennsylvania facility as a full-time employee through March 31, 2009 and since that date as a part-time consultant.
Helena R. Santos (age 55)57), a Director since 2009, has been employed by the Company since 1994, and has served since August 2002 as its President, Chief Executive Officer, Chief Financial Officer and Treasurer. She had served as Vice President, Controller from 1997 and as Secretary from May 2001.
James S. SegastureReinhard Vogt (age 83)65), a Director since 1991, has been retiredAugust 2020, is the Chairman of SBI and a business development consultant to SBI and Aquila. He served as Executive Vice President and on the Executive Board of Sartorius Stedim Biotech GmbH for the last five years.10 years prior to his retirement in July 2019.
John F.F. WatkinsJurgen Schumacher (age 52)68), a Director since May 2021,is currently a corporateprivate investor in various startups and securities attorney and has been a member of Reitler Kailas & Rosenblatt LLC since 2002. Mr. Watkins was first elected to the Board of Directors of the Company in January 2017.growth phase technology companies.
The Directors are elected to three-year staggered terms. The current terms of the Directors expire at the annual meeting of stockholders of the Company as follows: the fiscal year endedending June 30, 20192021 - three directors (Mr. Frampton,(Ms. Santos, Mr. Moore,Schumacher, and Ms. Morin,Mr. Vogt, Class B)A), the fiscal year ending June 30, 20202022 – two directors (Mr. CremoneseFrampton and Mr. Watkins,Moore, Class C)B), and the fiscal year ending June 30, 2021 -2023 – two directors (Ms. Santos(Mr. Cremonese and Mr. Segasture,Cox, Class A).C.)
Board Committees
The Company has threetwo committees – The Stock Option Committee, the Compensation Committee and the Audit Committee each of which isare comprised of the entire Board of Directors.
Executive Officers
See above for the employment history of Ms. SantosandMr. Moore.
Robert P. Nichols (age 58)60), is the President of the Genie Products Division of the Benchtop Laboratory Equipment operations and Corporate Secretary and has been employed by the Company since February 1998. Previously, he had been since May 2001, the Company’s Vice President of Engineering.
Brookman P. March(age 74), has been since July 1, 2017 Vice President of Corporate Development and Strategy and Vice President of Sales of Altamira. Previously he had been President and Director of Sales and Marketing of Altamira. He had been Vice President and a Director of Altamira from December 2003 until it was acquired by the Company in 2006. Mr. March is the husband of Ms. Morin, a Director of the Company.
Karl D. Nowosielski (age 39)43), is the President of the Torbal Products Division of the Benchtop Laboratory Equipment operations and Director of Marketing for the Company. He was Vice President of Fulcrum, Inc. (the seller of the Torbal Products Division assets) from 2004 until February 2014.
Anthony J. MitriDaniel Grunes (age 37)(age 33), has beenis the Vice President of Altamira since May 2017.Research and Development and Operations of the Company’s Bioprocessing Operations. Prior to thatthe Company’s acquisition of Aquila, he had been Directorwas the Chief Executive Officer of Operations and Engineer since he began his employment with the Company in 2004.aquila biolabs GmbH.
Section 16(a) Beneficial Ownership Reporting Compliance
The Company believes that, for fiscal 2019,2021, its officers, directors and 10% stockholders timely complied with all filing requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended.
Code of Ethics
The Company has adopted a code of ethics that applies to the Executive Officers and Directors. A copy of the code of ethics can be found on the Company’s website.
IItemtem 11.Executive Compensation.
Compensation Discussion and Analysis. The Compensation Committee reviews and recommends to the Board of Directors the compensation to be paid to each executive officer. Executive compensation, in all instances except for the compensation for the Chief Executive Officer (“CEO”), is based on recommendations from the CEO. The CEO makes a determination by comparing the performance of each executive being reviewed with objectives established at the beginning of each fiscal year and with objectives established during the business year with regard to the success of the achievement of such objectives and the successful execution of management targets and goals.
With respect to the compensation of the CEO, the Committee considers performance criteria, 50% of which is related to the direction, by the CEO, of the reporting executives, the establishment of executive objectives as components for the successful achievement of Company goals and the successful completion of programs leading to the successful completion of the Business Plan for the Company and 50% is based on the achievement by the Company of its financial and personnel goals tempered by the amount of the income or loss of the Company during the fiscal year.
The compensation at times includes grants of options under its stock option plan to the named executives. Each officer is employed pursuant to a long-term employment agreement, containing terms proposed by the Compensation Committee and approved as reasonable by the Board of Directors. The Board is cognizant that as a relatively small company, the Company has limited resources and opportunities with respect to recruiting and retaining key executives. Accordingly, the Company has relied upon long-term employment agreements and grants of stock options to retain qualified personnel.
Compensation for each of its executive officers provided by their employment agreements were based on the foregoing factors and the operating and financial results of the segments under their management.
The following table summarizes all compensation paid by the Company to each of its executive officers for the fiscal years ended June 30, 20192021 and 2018.2020.
SUMMARY COMPENSATION TABLE
Name and Principal Position (a) | Fiscal Year (b) | Salary ($) (c) | Bonus ($) (d) | Stock Awards ($) (e) | Option Awards ($) (f) | Non- Equity Incentive Plan Compensation ($) (g) | Non- Qualified Deferred Compensation Earnings ($) (h) | Changes in Pension Value and Non-Qualified Deferred Compensation Earnings | All Other Compensation ($) (i) | Total ($) (j) |
Helena R. Santos, CEO, President, CFO | 2019 | 180,300 | 0 | 0 | 13,100(1) | 0 | 0 | 0 | 4,900(5) | 198,300 |
| 2018 | 175,000 | 25,000 | 0 | 13,100(1) | 0 | 0 | 0 | 6,700(5) | 219,800 |
| | | | | | | | | | | |
Brookman P. March, Vice President Corporate Strategy, VP, Sales of Altamira | 2019 | 159,600 | 0 | 0 | 3,900(2) | 0 | 0 | 0 | 6,400(5) | 169,900 |
| 2018 | 155,000 | 10,000 | 0 | 3,900(2) | 0 | 0 | 0 | 6,200(5) | 175,100 |
| | | | | | | | | | | |
Anthony Mitri, President of Altamira | 2019 | 120,000 | 0 | 0 | 6,500(3) | 0 | 0 | 0 | 4,800(5) | 131,300 |
| 2018 | 110,000 | 0 | 0 | 1,600(3) | 0 | 0 | 0 | 4,400(5) | 116,000 |
| | | | | | | | | | | |
Robert P. Nichols, President of Genie Division | 2019 | 157,600 | 0 | 0 | 3,900(2) | 0 | 0 | 0 | 6,800(5) | 168,300 |
| 2018 | 153,000 | 10,000 | 0 | 3,900(2) | 0 | 0 | 0 | 6,300(5) | 173,200 |
| | | | | | | | | | | |
Karl D. Nowosielski President of Torbal Division and Director of Marketing | 2019 | 163,300 | 10,000 | 0 | 7,400(4) | 0 | 0 | 0 | 6,400(5) | 187,100 |
| 2018 | 161,700 | 10,000 | 0 | 7,400(4) | 0 | 0 | 0 | 6,400(5) | 185,500 |
(1) The amounts represent compensation expense for the stock options granted on July 1, 2017 valued utilizing the Black-Scholes-Merton options pricing model, disregarding estimates of forfeitures related to service-based vesting considerations. The option was valued at a total of $39,200 of which $13,100 was expensed in each of fiscal 2019 and fiscal 2018.
(2) The amounts represent compensation expense for the July 1, 2017 stock options granted valued utilizing the Black-Scholes-Merton options pricing model, disregarding estimates of forfeitures related to service-based vesting considerations. The option was valued at a total of $11,800 for each individual, of which $3,900 was expensed in each of fiscal 2019 and fiscal 2018.
(3) The amounts represent compensation expense for the stock options granted on June 30, 2018 and December 31, 2017 valued utilizing the Black-Scholes-Merton options pricing model. The option was valued at a total of $10,000 and $9,500, respectively, utilizing the Black-Scholes options pricing model, of which a total of $6,500 and $1,600 was expensed in fiscal 2019 and fiscal 2018, respectively.
(4) The amounts represent compensation expense for the stock options granted on July 1, 2017, and February 26, 2017, valued utilizing the Black-Scholes-Merton options pricing model, disregarding estimates of forfeitures related to service-based vesting considerations. The stock options were granted as part of his employment agreement. The options were valued at a total of $11,800, and $10,500, respectively, of which $7,400 was expensed in each of fiscal 2019 and 2018.
(5) The amounts represent the Company’s matching contribution under the Company’s 401(k).
Name and Principal Position (a) | | | | | Non- Equity Incentive Plan Compensation ($) (g) | Non- Qualified Deferred Compensation Earnings ($) (h) | Changes in Pension Value and Non-Qualified Deferred Compensation Earnings | All Other Compensation ($) (i) | |
Helena R. Santos, CEO, President, CFO | 191,200 | 100,000 | 0 | 553,600(1) | 0 | 0 | 0 | 9,600(6) | 854,400 |
Helena R. Santos, CEO, President, CFO | 185,700 | 50,000 | 0 | 13,100(1) | 0 | 0 | 0 | 9,400(6) | 258,200 |
| | | | | | | | | | |
John A. Moore, President of SBI | 175,000 | 100,000 | 0 | 553,600(2) | 0 | 0 | 0 | 7,000(6) | 835,600 |
John A. Moore, President of SBI | 145,000 | 50,000 | 0 | 36,000 | 0 | 0 | 0 | 28,900(7) | 259,900 |
| | | | | | | | | | |
Daniel Grunes, Vice President of R&D and Operations of Bioprocessig Operations | 30,200(3) | 20,000 | 0 | 23,200(3) | 0 | 0 | 0 | 10,000(3) | 83,400 |
Daniel Grunes, Vice President of R&D and Operations of Bioprocessig Operations | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| | | | | | | | | | |
Robert P. Nichols, President of Genie Division | 167,200 | 0 | 0 | 0 | 0 | 0 | 0 | 6,700(6) | 173,900 |
Robert P. Nichols, President of Genie Division | 162,300 | 5,000 | 0 | 3,900(4) | 0 | 0 | 0 | 6,700(6) | 177,900 |
| | | | | | | | | | |
Karl D. Nowosielski President of Torbal Division and Director of Marketing | 176,600 | 0 | 0 | 0 | 0 | 0 | 0 | 7,100(6) | 183,700 |
Karl D. Nowosielski President of Torbal Division and Director of Marketing
| 169,800 | 10,000 | 0 | 6,300(5) | 0 | 0 | 0 | 7,200(6) | 193,300 |
| (1) | The amount for 2021 represents compensation expense for stock options granted on June 23, 2020 valued utilizing the Black-Scholes-Merton options pricing model disregarding estimates of forfeitures related to service-based vesting considerations, which were valued at a total of $1,625,000 of which $553,600 was expensed in fiscal 2021 and none in 2020. The amounts for 2020 represent compensation expense for the stock options granted on July 1, 2017 which were valued at a total of $39,200 of which $13,100 was expensed in fiscal 2020. No expense was necessary in 2021. |
| (2) | The amount for 2021 represents compensation expense for stock options granted on June 23, 2020 valued utilizing the Black-Scholes-Merton options pricing model disregarding estimates of forfeitures related to service-based vesting considerations, which were valued at a total of $1,625,000 of which $553,600 was expensed in fiscal 2021 and none in 2020. The amounts for 2020 represent compensation expense for the stock options granted from March 2019 through June 2020 valued at $3,000 per month utilizing the Black-Scholes-Merton options pricing model, of which $36,000 was expensed in fiscal 2020. No expense was necessary in 2021. |
| (3) | Upon the acquisition of Aquila in April 2021, Mr. Grunes, who was Aquila’s CEO, became the VP of R&D and Operations for the Bioprocessing Operations. The Option Awards amounts represent the fiscal year 2021 compensation expense for stock options granted at the time of acquisition which were valued utilizing the Black-Scholes-Merton options pricing model disregarding estimates for forfeitures related to service-based vesting considerations, which were valued at a total of $409,300 of which $23,200 was expensed in fiscal 2021 and none in fiscal 2020. Other compensation represents retention bonus paid in accordance with his employment agreement upon consummation of acquisition. | |
| | |
| (4) | The amounts represent compensation expense for the July 1, 2017 stock options granted valued utilizing the Black-Scholes-Merton options pricing model, disregarding estimates of forfeitures related to service-based vesting considerations. The options were valued at a total of $11,800, of which $3,900 was expensed in fiscal 2020. No expense was necessary in 2021. | |
| (5) | The amounts represent compensation expense for the stock options granted on July 1, 2017, and February 26, 2017, valued utilizing the Black-Scholes-Merton options pricing model, disregarding estimates of forfeitures related to service-based vesting considerations. The stock options were granted as part of his employment agreement. The options were valued at a total of $11,800, and $10,500, respectively, of which $6,300 was expensed in fiscal 2020. No expense was necessary in 2021. | |
| (6) | The amounts represent the Company’s matching contribution under the Company’s 401(k). | |
| (7) | The amounts represent director and chairman fees paid to Mr. Moore through June 30, 2020. On July 1, 2020 Mr. Moore became an employee of the Company and thereafter was not paid any director fees. | |
GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR ENDED JUNE 30, 20192021
There were no options granted to named executives during fiscal 2019.Name (a) | Grant Date (b) | Estimate Future Payouts Under Non-Equity Incentive Plan $ (c) | Estimated Future Payouts Under Equity Incentive Plan $ (d) | All Other Stock Awards Number of Shares of Stock or Units (#) (e) | All Other Option Awards: Number of Securities Underlying Options (#) (f) | Exercise Or Base Price of Option Awards ($/Sh) (g) | Grant Date Fair Value of Stock and Option Awards (h) |
| Daniel Grunes | 4/30/2021 | 0 | 0 | 0 | 56,000 | 10.00 | 409,300 |
| John A. Moore | 6/23/2020(*) | 0 | 0 | 0 | 215,366 | 7.50-9.00 | 1,625,000 |
| Helena R. Santos | 6/23/2020(*) | 0 | 0 | 0 | 215,366 | 7.50-9.00 | 1,625,000 |
* Although the grants were communicated on June 23, 2020, the awards were formally issued on February 23, 2021 upon shareholder approval of an increase in the number of shares available under the Company’s 2012 Stock Option Plan.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | |
Name (a) | Number of Securities Under- lying Unexercised Options (#) Exercisable (b) | Number of Securities Under- lying Unexercised Options (#) Unexerci- sable (c) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) | Option Exercise Price ($) (e) | | Number Of Securities Underlying Unexercised Options(#) Exercisable (b) | Number Of Securities Underlying Unexercised Options(#) Unexercisable (c) | Equity Incentive Plan Awards Number of Securities Underlying Unexercised Unearned Options (#) (d) | Option Exercise Price ($) (e) | Option Expiration Date (f) |
| Helena Santos | 8,333 | 16,667 | 0 | 3.08 | 07/2027 | 88,788 | 143,578 | 0 | 3.08-9.00 | 07/2027-06/2031 |
| Anthony Mitri | 3,334 | 6,666 | 0 | 3.05-3.27 | | |
| Brookman March | 9,500 | 5,000 | 0 | 3.71-3.96 | | |
| John A. Moore | | 78,220 | 149,732 | 0 | 4.50-11.30 | 03/2029-06/2031 |
| Robert Nichols | 4,500 | 5,000 | 0 | 3.50 | | 7,500 | 0 | 3.08 | 12/2023-07/2027 |
| Karl Nowosielski | 17,500 | 7,000 | 0 | 3.05-4.05 | | 24,500 | 0 | 2.91-4.05 | 02/2024-07/2027 |
| Daniel Grunes | | 0 | 56,000 | 0 | 10.00 | 04/30/2031 |
Employment Agreements
OnThe Company has a three-year employment contract with its President, effective July 1, 2017, the Company entered into a new employmentwhich was extended by mutual agreement with Ms. Helena R. Santos throughfor each one-year periods ending June 30, 2020 with the option to extend for two additional one-year periods.2021 and 2022. The agreement providesprovided for an annual base salary of $175,000 for the fiscal year ended June 30, 2018, of $175,000 with subsequent annual increases thereafter of 3% per annum or the percentage increase if any, in the Consumer Price Index (“CPI”), whichever is higher. The agreement also provideshigher, plus $25,000 cash bonus for a bonus of $25,000 for the fiscal year ended June 30, 2018, and on a discretionary basis thereafter. No bonusesbonus for subsequent years. Bonuses totaling $100,000 were granted during fiscal 2019.awarded for the year ended June 30, 2021 and $50,000 in 2020. The agreement also provided for a grant of options to purchase 25,000 shares of the Company’s stock, which were granted during the year ended June 30, 2018. No shares were granted during the year ended June 30, 2021, and 215,366 shares were authorized to be granted by the Board of Directors during the year ended June 30, 2020, which shares were not available and subject to amendment to the Company’s 2012 Stock Option Plan which was approved in February 2021. The agreement does not providealso contains a provision that within one year of a change of control, if either the Company terminates the employment for any reason other than for "cause" or the Presidents terminates her employment for "good reason", the President will have the right to receive a lump sum payment equal to three times the average of her total annual compensation paid for the grant of stock options in 2019.last five years preceding such termination.
OnThe Company has a three-year employment contract with its President of the Genie Products Division of the Benchtop Laboratory Equipment Operations and Corporate Secretary effective July 1, 2017, the Company entered into a new employmentwhich was extended by mutual agreement with Mr. Robert P. Nichols throughfor each one-year periods ending June 30, 2020 with the option to extend for two additional one-year periods.2021 and 2022. The agreement provides for an annual base salary of $153,000 for the fiscal year ended June 30, 2018, of $153,000 with subsequent annual increases thereafter of 3% per annum or the percentage increase if any, in the Consumer Price Index,CPI, whichever is higher. The agreement also provideshigher, plus $10,000 cash bonus for a bonus of $10,000 for the fiscal year ended June 30, 2018, and on a discretionary basis thereafter.bonus for subsequent years. No bonuses were granted during fiscal 2019.bonus was awarded for the year ended June 30, 2021 and a $5,000 bonus was awarded in 2020. The agreement also providedprovides for a grant of options to purchase 7,500 shares of the Company’s stock, which were granted during the year ended June 30, 2018. The agreement does not provide forNo options were granted during the grant of stock options in 2019.year ended June 30, 2021 or 2020.
The Company has a three-year employment contract with its President of Torbal Products Division of the Benchtop Laboratory Equipment Operations and Director of Marketing effective July 1, 2017, the Company entered into a new employmentwhich was extended by mutual agreement with Mr. Brookman P. March throughfor each one-year periods ending June 30, 2020 with the option to extend for two additional one-year periods.2021 and 2022. The agreement provides for an annual base salary of $157,000 for the fiscal year ended June 30, 2018, of $155,000 with subsequent annual increases thereafter of 3% per annum4% or the percentage increase if any, in the Consumer Price Index,CPI, whichever is higher. The agreement also provideshigher, plus $10,000 cash bonus for a bonus of $10,000 for the fiscal year ended June 30, 2018 and onsubsequent years, subject to a discretionary basis thereafter. No bonuses were granted during fiscal 2019.minimum increase of 5% in the division’s EBITDA for the related year. The agreement also providedprovides for a grant of options to purchase 7,500 shares of the Company’s stock, which were granted during the year ended June 30, 2018. The agreement does not provideNo options were granted during the year ended June 30, 2021 or 2020. A performance-based bonus of $10,000 was awarded for the grant of stock options in 2019. March isyear ended June 30, 2020. No bonus was awarded for the husband of Grace S. Morin, a Director of the Company and of Altamira and a former principal stockholder of Altamira.year ended June 30, 2021.
OnThe Company has a three-year employment contract with its President of Scientific Bioprocessing, Inc., effective July 1, 2017, the Company entered into a new employment agreement with Mr. Karl Nowosielski through June 30, 2020 with the option to extend for two additional one-year periods.2020. The agreement provides for an annual base salary of $175,000 for the fiscal year ended June 30, 2018 of $157,0002021, with subsequent annual increases thereafter of 4% per annum.3% or percentage increase in the CPI, whichever is higher, plus discretionary bonuses. The agreement also provides for a bonus of $10,000 for the fiscal year ending June 30, 2018 and $10,000 for each subsequent year, provided a minimum 5% increase in the EBITDA of the Torbal Products Division is achieved. A bonus of $10,000 was awarded during fiscal 2019. The agreement also provided for a grant of options to purchase 7,500215,366 shares of the Company’s stock which were authorized to be granted by the Board of Directors during the year ended June 30, 2018. The agreement does2020 and issued on February 23, 2021, which shares were not provide foravailable and subject to amendment to the grant of stock options in 2019.
On May 16, 2017, the Company entered into a new employment agreement with Mr. Anthony Mitri through June 30, 2019 with the option to extend for one additional year period,Company’s 2012 Stock Option Plan which was exercised by mutual agreement. Theapproved in February 2021. Prior to July 1, 2020, the officer had a consulting agreement, provideswhich terminated upon becoming an employee of the Company. Consulting fees paid under this agreement amounted to $145,000 for an annual base salary for the fiscal year ended June 30, 2019 of $120,000 and $110,000 for the fiscal year ending June 30, 20182020, plus incentive pay based on achievement of certain sales and income levels of Altamira Instruments, Inc. No incentive pay was earned for the fiscal year ended June 30, 2019 or 2018. The agreement also provided for the grant of stock options to purchase up to an aggregate of 10,000 shares, all ofvalued at $36,000 which were granted duringas part of the fiscal year ended June 30, 2018. No sharestotal compensation. Bonuses amounting to $100,000 were grantedawarded during the year ended June 30, 2019.2021 and a bonus of $50,000 was awarded in during the year ended June 30, 2020. The employment agreement contains termination provisions stipulating that if the Company terminates the employment other than for death, disability, or cause (as such term is defined therein), or if employee resigns for "good reason" (as such term is defined there), the Company shall pay severance payments equal to either one year's salary at the rate of the compensation at the time of termination is employee is terminated within 12 months of the date of the agreement or six months' salary is the employee is terminated after 12 months of the date of the agreement, continue to pay the regular benefits provided by the Company for the period equal to the length of the severance payments and pay a pro rata portion of any bonus achieved prior to such termination of employment.
On April 30, 2021, the Company entered into an employment agreement with each of the four managing directors and sellers of Aquila for an indefinite term, which can be terminated by either party upon six months’ written notice in accordance with German law. The agreements, which are identical, stipulate that in calendar year 2021, the employees will receive a salary of 105,000 euros, as well as a guaranteed bonus of 45,000 euros for a total of 150,000 euros per year on a pro-rata basis, and in calendar year 2022, they will receive a salary of 105,000 euros and a bonus of 45,000 euros, subject to the achievement by Aquila of certain targets. In addition, the employment agreements included a one time retention bonus of 10,000 euros upon closing of the acquisition which was paid in May 2021 by Aquila, and a retention bonus of 25,000 euros if the Employee does not terminate his employment with the Company within two years after the agreement date or the Company does not terminate his employment for Ms. Santos, Mr. Nichols, Mr. March, Mr. Nowosielski, and Mr. Mitrigood cause.
All of the employment agreements contain confidentiality and non-competition covenants. The employment agreements for all the named executives above, exceptMs. Santos, Mr. Mitri,Nichols and Mr. Nowosielski, contain termination provisions stipulating that if the Company terminates the employment other than for death, disability, or cause (as such term is defined therein), or if the relevant employee resigns for “good reason” (as such term is defined therein), the Company shall pay severance payments equal to one year’s salary at the rate of the compensation at the time of termination, and continue to pay the regular benefits provided by the Company for a period of one year from termination. The employment agreement for Mr. Moore contains termination provisions stipulating that if the Company terminates the employment other than for death, disability, or cause (as such term is defined therein), or if Mr. Moore resigns for “good reason” (as such term is defined therein), the Company shall pay severance payments equal to either one year’s salary at the rate of the compensation at the time of termination if Mr. Moore is terminated within 12 months of the date of his agreement or six months’ salary if Mr. Moore is terminated after 12 months of the date of his agreement, and the Company will continue to pay the regular benefits provided by the Company for the period equal to the length of the severance payments and pay a pro rata portion of any bonus achieved prior to such termination of employment. Ms. Santos’ employment agreement also contains a provision that within one year of a change of control, if either the Company terminates her employment for any reason other than for “cause” or she terminates her employment for “good reason”, she will have the right to receive a lump sum payment equal to three times the average of her total annual compensation paid for the last five years immediately preceding such termination, minus $1.00.termination.
Directors’ Compensation and Options
DIRECTORS’ COMPENSATION
For the Year Ended June 30, 20192021
Name (a) | Fees Earned or Paid in Cash ($) (b) | | | Non-Equity Incentive Plan Compensation ($) (e) | Changes in Pension Value and Non-qualified Deferred Compensation Earnings($) (f) | Non-qualified Deferred Comp-sensation Earnings ($) (g) | All Other Comp- ensation ($) (h) | |
| Joseph G.Cremonese | 41,200 | 0 | 0 | 0 | 0 | 0 | 43,200(1) | 84,400 |
| Marcus Frampton | 2,800 | 0 | 0 | 0 | 0 | 0 | 0 | 2,800 |
| John A. Moore | 9,800 | 0 | 12,000 | 0 | 0 | 0 | 40,000 | 61,800 |
| Grace S.Morin | 20,800 | 0 | 0 | 0 | 0 | 0 | 18,200(2) | 39,000 |
| James S.Segasture | 16,800 | 0 | 0 | 0 | 0 | 0 | 0 | 16,800 |
| John F.F. Watkins | 20,800 | 0 | 0 | 0 | 0 | 0 | 0 | 20,800 |
Name (a) | Fees Earned or Paid in Cash ($) (b) | | | Non-Equity Incentive Plan Comp-ensation ($) (e) | Changes in Pension Value and Non-qualified Deferred Compensation Earnings($) (f) | Non-qualified Deferred Comp-ensation Earnings ($) (g) | All Other Comp- ensation ($) (h) | |
| Christopher Cox | 6,200 | 0 | 0 | 0 | 0 | 0 | 0 | 6,200 |
| Joseph G. Cremonese | 18,800 | 0 | 0 | 0 | 0 | 0 | 108,000(1) | 126,800 |
| Marcus Frampton | 18,800 | 0 | 0 | 0 | 0 | 0 | 0 | 18,800 |
| Jurgen Schumacher | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Reinhard Vogt | 14,400 | 0 | 758,700(4) | 0 | 0 | 0 | 207,900(2) | 981,000 |
| John F.F. Watkins (3) | 10,400 | 0 | 0 | 0 | 0 | 0 | 0 | 10,400 |
(1) Represents amount paid to him and his affiliate pursuant to a marketing consulting agreement (see Items 12 and 13).
(2) Represents compensation received foramount paid to him and his administrative services as consultant for SBI (see items 12 and 13).
(3) Represents compensation received for her administrative services asaffiliate pursuant to a consultant for Altamiraconsulting agreement (see Items 12 and 13).
(3) Mr. Watkins resigned from the Board during fiscal 2021.
(4) Represents the grant date aggregate fair value of 125,000 option shares granted in connection with his consulting agreement.
The Company paid each Director who is not an employee of the Company or a subsidiary a quarterly retainer fee of $2,200 and a meeting fee of $2,000 for each meeting attended for each of fiscal 20192021 and fiscal 2018, respectively.2020. In addition, the Company reimburses each Director for out-of-pocket expenses incurred in connection with attendance at board meetings. Mr. Cremonese, as Chairman of the Board receives an additional fee of $1,700 per month. During fiscal 2019,2021, total director compensation to non-employee Directors aggregated $213,600,$388,900, including the consulting fees paid to Mr. Cremonese’sCremonese and his affiliate and Mr. Moore,Vogt and Ms. Morin.his affiliate.
On June 23, 2020, Mr. MooreCremonese was awarded on a monthly basis20,000 options valued at $3,000 utilizing the Black-Scholes option pricing model (a total of 6,705 options) for each of March, April, May, and June 2019 as part ofin connection with his consulting agreement with the Company. Since December 1, 2003,an aggregate grant date fair value of $108,500, all of which remain outstanding. Prior to that, Mr. Joseph G. Cremonese hashad been awarded a total of 45,000 stock options under the Company's 2002 and 2012 Stock Option Plans of which 5,000 remain unexercised.
On July 20, 2020, Mr. Vogt was awarded 125,000 options in connection with his consulting agreement with an aggregate grant date fair value of $758,700, all of which remain unexercised. None of the other directors have options outstanding.
IItemtem 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth, as of June 30, 2019,2021, the number of shares of Common Stock beneficially owned by (i) each person known to the Company to beneficially own more than 5% of the outstanding shares of Common Stock, (ii) each director of the Company, (iii) each named executive officer of the Company, and (iv) all directors and executive officers as a group. Shares not outstanding but deemed beneficially owned by virtue of the right of any individual to acquire shares within 60 days are treated as outstanding only when determining the amount of and percentage of outstanding shares of Common Stock owned by such individual. Each person has sole voting and investment power with respect to the shares shown, except as noted. Except as indicated in the table, the address for each of the following is c/o Scientific Industries, Inc., 80 Orville Drive, Bohemia, New York 11716.
Name | Amount and Nature of Beneficial Ownership | |
Falcon Juneau, LLC 800 F Street Unit #P2 Juneau, AK 99801 | 77,085(1) | 5.2% |
Fulcrum, Inc. 100 Delawanna Avenue Clifton, NJ 07014 | 117,370(2) | 7.9% |
| Joseph G. Cremonese | 138,262(3) | 9.2% |
| Marcus Frampton | 2,250(4) | 0.2% |
| John A. Moore | 6,705(5) | 0.0% |
| Grace S. Morin | 97,450(6) | 6.5% |
| Helena R. Santos | 40,779(7) | 2.7% |
| James S. Segasture | 162,500(8) | 10.9% |
| John F. F. Watkins | 0 | 0.0% |
| Karl D. Nowosielski | 34,183(9) | 2.3% |
| Brookman P. March | 97,450(10) | 6.5% |
| Anthony J. Mitri | 10,000(11) | 0.0% |
| Robert P. Nichols | 27,897(12) | 1.9% |
| | | |
| | | |
| All directors and executive officers as a group (11 persons) | 510,026(13) | 32.1% |
| Name | Amount and Nature of Beneficial Ownership | |
Roy T. Eddleman, Trustee, Roy T. Eddleman Trust UAD 8-7-2000 Troy Gould PC 1801 Century Park East Suite 1600 Los Angeles, CA 900067 | 2,127,264(1) | 28.9% |
| | |
| Veradace Capital Management LLC | 953,717(2) | 14.1% |
| | |
| Bleichroeder LP | 836,842(3) | 12.4% |
| | |
| Brian Pessin | 710,525(4) | 10.6% |
| | |
Christopher Cox One World Financial Center New York, NY 10281 | 444,000(5) | 6.6% |
| | |
Lyon Polk 1585 Broadway 22ndFloor New York, NY 10036 | 444,000(6) | 6.6% |
| | |
| Joseph G. Cremonese | 134,412(7) | 2.1% |
| | |
| Marcus Frampton | 8,135(8) | (*) |
| | |
| John A. Moore | 281,730(9) | 4.2% |
| | |
| Helena R. Santos | 255,196(10) | 3.8% |
| | |
| Jurgen Schumacher | 37,893(11) | (*) |
| | |
| Reinhard Vogt | 132,893(12) | 2.0% |
| | |
| Daniel Grunes | 59,789(13) | (*) |
| | |
| Karl D. Nowosielski | 40,498(14) | (*) |
| | |
| Robert P. Nichols | 30,241(15) | 1.0% |
| | |
| All directors and executive officers as a group (10 persons) | 951,052(16) | 19.2% |
(1) Based upon form Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on July 14, 2021. Includes 894,376 shares issuable upon exercise of warrants. |
(2) Based upon form Schedule 13G filed with the Securities and Exchange CommissionSEC on January 23, 2019. Mr. Frampton, a directorMay 7, 2021. Includes 315,789 shares issuable upon exercise of the Company, has voting power over these shares.warrants. |
(2) Stock ownership in conjunction(3) Based upon form Schedule 13G filed with the acquisitionSEC on June 25, 2021. Includes 278,947 shares issuable upon exercise of the Torbal division assets from Fulcrum, Inc. on February 26, 2014.warrants. |
(3) 126,262(4)Based upon form Schedule 13D filed with the SEC on July 13, 2021. Includes 210,526 shares issuable upon exercise of warrants. |
(5) Based upon form Schedule 13D filed with the SEC on June 29, 2020. |
(6) Based upon form Schedule 13G filed with the SEC on July 9, 2020. |
(7)102,412 shares are owned jointly with his wife, 7,000 shares are owned by his wife, and 5,00025,000 shares are issuable upon exercise of options. |
(4) Represents shares owned by Mr. Frampton.(8) Based upon SEC form 4 filed with the SEC on June 29, 2021. |
(5) Represents shares issuable upon exercise of options. |
(6) (9)Includes 14,500238,478 shares issuable upon exercise of options held by her husband, Mr. March.and warrants. |
(7)(10) Includes 25,000232,892 shares issuable upon exercise of options.options and warrants. |
(8) Shares owned jointly with his wife.(11) Includes 12,631 shares issuable upon exercise of warrants. |
(9)(12) Includes 127,631 shares issuable upon exercise of options and warrants. |
(13) Includes 57,263 shares issuable upon exercise of options and warrants. |
(14) Includes (i) 9,683 shares of common stock issued in connection with the acquisition of the Torbal Division in February 2014. Includes 24,5002014 and (ii) 26,605 shares issuable upon exercise of options.options and warrants. |
(10) Represents 82,950 shares owned by Ms. Morin, his wife and includes 14,500(15) Includes 8,552 shares issuable upon exercise of options.options and warrants. |
(11) Represents(16) Includes 951,052 shares issuable upon exercise of options.options and warrants. |
(12) Includes 9,500 shares issuable upon exercise of options. |
(13) Includes 95,205 shares issuable upon exercise(*) - % of options.Class is less than 1%. |
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information with respect to Company options, warrants and rights as of June 30, 2019.2021.
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted-Average Exercise Price Of Outstanding Options, Warrants and Rights (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) |
Equity Compensation plans approved by security holders | 1,180,800 | $8.73 | 5,243 |
Equity Compensation plans not approved by security holders | N/A | N/A | N/A |
| Total | 1,180,800 | $8.73 | 5,243 |
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($) (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) |
| Equity Compensation plans approved by security holders | 97,200 | 3.24 | 20,800 |
| Equity Compensation plans not approved by security holders | N/A | N/A | N/A |
| Total | 97,200 | 3.24 | 20,800 |
IItemtem 13.Certain Relationships and Related Transactions and Director Independence.
Mr. Joseph G. Cremonese, a Director since November 2002, through his affiliate, Laboratory Innovation Company, Ltd., has been providing independent marketingprovides consulting services to the Company since January 1, 2003 pursuant tounder a consulting agreement expiring on December 31, 2019. The agreement currently provides that Mr. Cremonese and his affiliate shall render,2021 at the request of the Company, marketing consulting services for a monthly paymentretainer of $3,600.$9,000. The agreement contains confidentiality and non-competition covenants. The Company paid fees of $43,200 pursuant to the agreement for each of fiscal 2019$108,000 and 2018.
Ms. Grace S. Morin, was elected a Director in December 2007 following the sale of her 90.36% ownership interest in Altamira to the Company in November 2006. Up until March 31, 2009, Ms. Morin had been employed by Altamira as an administrative employee. Since April 1, 2009, she has provided consulting services on a part-time basis pursuant to an agreement expiring December 31, 2019 at the rate of $85 per hour, resulting in payments of $18,200 and $7,000$76,200 for fiscal 20192021 and fiscal 2018,2020, respectively. The agreement contains confidentiality and non-competition covenants.
Mr. John A. Moore,Reinhard Vogt, a Director since January 2019, has been providingJuly 2020, through his affiliate, Societät Reinhard and Noah Vogt AG GmbH, provides consulting services to the Company since March 2019 pursuant tounder a consulting agreement which expiredexpiring on August 31, 2019 but which has been renewed for an additional six months. The agreement currently provides that Mr. Moore shall render,July 20, 2022 at the request of the Company, consulting services as to the operations of Scientific Bioprocessing, Inc., a wholly-owned subsidiary of the Company for a monthly paymentretainer of $10,000 plus the issuance of stock options valued at $3,000.12,500 euros. The agreement contains confidentiality and non-competition covenants. The Company paid fees of $40,000$207,900 in fiscal 2021 and none in fiscal 2020, and granted options withhim a value of $12,000 pursuant to125,000 share stock option valued at $758,700 on the agreement for fiscal 2019.grant date using the Black-Scholes-Merton option pricing model.
IItemtem 14. Principal Accountant Fees and Services.
The following is a description of the fees incurred by the Company for services by the firm of Nussbaum Berg Klein & Wolpow, CPAs LLP (the “Firm”) during fiscal 20192021 and fiscal 2018.2020.
The Company incurred for the services of the Firm fees of approximately $73,000$85,200 and $70,000$77,500 for fiscal 20192021 and fiscal 2018,2020, respectively, in connection with the audit of the Company’s annual consolidated financial statements and quarterly reviews; $5,000 for additional audit related fees for fiscal 2021 and none for fiscal 2020, $7,850 and $7,500 and $6,000 for the preparation of the Company’s corporate tax returns for fiscal 20192021 and fiscal 2018, respectively.2020, respectively, and $2,750 in fiscal 2021 for other services related to tax services.
In approving the engagement of the independent registered public accounting firm to perform the audit and non-audit services, the Board of Directors as the Company’s audit committee evaluates the scope and cost of each of the services to be performed including a determination that the performance of the non-audit services will not affect the independence of the firm in the performance of the audit services.
PART IV
IItemtem 15. Exhibits and Financial Statement Schedules.
Financial Statements. The required financial statements of the Company are attached hereto on pages F1-F20.F1-F-28.
Exhibits. The following Exhibits are filed as part of this report on Form 10-K:
| Exhibit Number | Exhibit |
| |
| |
| 3 | Articles | Certificate of Incorporation and By-Laws: |
| | | |
| 3(a) | | Certificate of Incorporation of the Company as amended (filed as Exhibit 1(a-1) to the Company's General Form for Registration of Securities on Form 10 dated February 14, 1973 and incorporated by reference thereto.) |
| | | |
| | |
| 3(b) | | Certificate of Amendment of the Company’s Certificate of Incorporation, as filed on January 28, 1985 (filed as Exhibit 3(a) to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 1985 and incorporated by reference thereto.) |
| | | |
| | |
| 3(c) | | By-Laws of the Company, as restated and amended (filed as Exhibit 3(ii) to the Company’s Current Report on Form 8-K filed on January 6, 2003 and Exhibit 3(ii) to the Company’s Current Report on Form 8-K filed on December 5, 2007 and incorporated by reference thereto). |
| | | |
| 3(d) | | Second Amended and Restated By-Laws of Scientific Industries, Inc. (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on August 10, 2020 and incorporated by reference thereto). |
| | |
| 3(e) | | Certificate of Amendment of Certificate of Incorporation of Scientific Industries, Inc. (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 1, 2021 and incorporated by reference thereto). |
| | |
| | Certificate of Amendment of Certificate of Incorporation of Scientific Industries, Inc. (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 21, 2021 and incorporated by reference thereto). |
| | |
| 4 | | Instruments defining the rights of security holders: |
| | | |
| | 2002 Stock Option Plan (filed as Exhibit 99-1 to the Company’s Current Report on Form 8-K filed on November 25, 2002 and incorporated by reference thereto). |
| | | |
| | 2012 Stock Option Plan (filed as Exhibit 10 to the Company’s Current Report on Form 8-K filed on January 23, 2012 and incorporated by reference thereto). |
| | | |
| | Amendment to the Company’s 2012 Stock Option Plan (Filed as Exhibit 4(c) to the Company’s Quarterly Report on Form 10-Q filed on May 12, 2016 and incorporated by reference thereto). |
| | | |
| | Form of Warrant issued by the Company to Investors (Filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 19, 2020, and incorporated by reference thereto). |
| 4(d) | | |
| | |
| 4(e) | | Amendment No. 2 to Scientific Industries, Inc. 2012 Stock Option Plan (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 1, 2021 and incorporated by reference thereto). |
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| 10 | | Material Contracts: |
| | | |
| | Lease between Registrant and AIP Associates, predecessor-in-interest of current lessor, dated October, 1989 with respect to Company's offices and facilities in Bohemia, New York (filed as Exhibit 10(a) to the Company’s Annual Report on Form 10-KSB filed on September 28, 2005 and incorporated by reference thereto). |
| | | |
| | |
| 10(a)-1 | | Amendment to lease between Registrant and REP A10 LLC, successor in interest of AIP Associates, dated September 1, 2004 (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on September 2, 2004, and incorporated by reference thereto). |
| | | |
| | |
| 10(a)-2 | | Second amendment to lease between Registrant and REP A10 LLC dated November 5, 2007 (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on November 8, 2007, and incorporated by reference thereto). |
| | | |
| | |
| 10(a)-3 | | Lease agreement dated August 8, 2014 by and between the Company and 80 Orville Drive Associates LLC. (filed as Exhibit 10 to the Company's Form 10-K filed on September 26, 2014, and incorporated by reference thereto). |
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| | |
| | |
| First amendment to lease dated September 20, 2021 by and betweeen the Company and REP 2035 LLC. |
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| 10(b) | | Employment Agreement dated January 1, 2003, by and between the Company and Ms. Santos (filed as Exhibit 10(a) to the Company’s Current Report on Form 8-K filed on January 22, 2003, and incorporated by reference thereto). |
| | | |
| | |
| 10(b)-1 | | Employment Agreement dated September 1, 2004, by and between the Company and Ms. Santos (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on September 1, 2004, and incorporated by reference thereto). |
| | | |
| | |
| 10(b)-2 | | Employment Agreement dated December 29, 2006, by and between the Company and Ms. Santos (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on December 29, 2006, and incorporated by reference thereto). |
| | |
| Employment Agreement dated July 31, 2009 by and between the Company and Ms. Santos (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on August 7, 2009, and incorporated by reference thereto). |
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| Employment Agreement dated May 14, 2010 by and between the Company and Ms. Santos (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on May 18, 2010, and incorporated by reference thereto). |
| |
| Employment Agreement dated September 13, 2011 by and between the Company and Ms. Santos (filed as exhibit 10(b)-5 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2011, and incorporated by reference thereto). |
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| Amended Employment Agreement dated May 20, 2013 by and between the Company and Ms. Santos (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on May 20, 2013, and incorporated by reference thereto). |
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| Agreement extension dated June 9, 2015 to amend employment agreement by and between the Company and Ms. Santos (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on June 9, 2015, and incorporated by reference thereto) |
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| Agreement extension dated May 25, 2016 to amend employment agreement by and between the Company and Ms. Santos (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on May 31, 2016, and incorporated by reference thereto). |
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| Employment agreement dated July 1, 2017 by and between the Company and Ms. Santos (filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2017, and incorporated by reference thereto). |
| |
| Employment Agreement dated January 1, 2003, by and between the Company and Mr. Robert P. Nichols (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on January 22, 2003, and incorporated by reference thereto). |
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| Employment Agreement dated September 1, 2004, by and between the Company and Mr. Nichols (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on September 1, 2004, and incorporated by reference thereto). |
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| Employment Agreement dated December 29, 2006, by and between the Company and Mr. Nichols (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on December 29, 2006, and incorporated by reference thereto). |
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| Employment Agreement dated July 31, 2009 by and between the Company and Mr. Nichols (filed as Exhibit 10A-2 to the Company’s Current Report on Form 8-K filed on August 7, 2009, and incorporated by reference thereto). |
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| Employment Agreement dated May 14, 2010 by and between the Company and Mr. Nichols (filed as Exhibit 10A-2 to the Company’s Current Report on Form 8-K filed on May 18, 2010, and incorporated by reference thereto). |
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| Employment Agreement dated September 13, 2011 by and between the Company and Mr. Nichols (filed as Exhibit 10(c)-5 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2011, and incorporated by reference thereto). |
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| Amended Employment Agreement dated May 20, 2013 by and between the Company and Mr. Nichols (filed as Exhibit 10A-2 to the Company’s current Report on Form 8-K filed on May 20, 2013, and incorporated by reference thereto). |
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| Agreement extension dated June 9, 2015 to amend employment agreement with Mr. Nichols (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on June 9, 2015, and incorporated by reference thereto). |
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| Agreement e Agreement extension dated May 25, 2016 to amend employment agreement with Mr. Nichols (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on May 31, 2016, and incorporated by reference thereto). |
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| Employment agreement dated July 1, 2017 by and between the Company and Mr. Nichols (filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2017, and incorporated by reference thereto). |
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| Consulting Agreement dated January 1, 2003 by and between the Company and Mr. Cremonese and his affiliate, Laboratory Innovation Company, Ltd. (filed as Exhibit 10(b) to the Company’s Current Report on Form 8-K filed on January 6, 2003, and incorporated by reference thereto). |
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| Amended and Restated Consulting Agreement dated March 22, 2005, by and between the Company and Mr. Cremonese and Laboratory Innovation Company, Ltd. (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on March 23, 2005, and incorporated by reference thereto). |
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| Second Amended and Restated Consulting Agreement dated March 15, 2007, by and between the Company and Mr. Cremonese and Laboratory Innovation Company Ltd. (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on March 16, 2007, and incorporated by reference thereto). |
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| Third Amended and Restated Consulting Agreement dated September 23, 2009, by and between the Company and Mr. Cremonese and Laboratory Innovation Company, Ltd. (filed as Exhibit 10 to the Company’s Annual Report on Form 10-K field on September 24, 2009, and incorporated by reference thereto). |
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| Fourth Amended and Restated Consulting Agreement dated January 7, 2011 (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K (filed on January 18, 2011, and incorporated by reference thereto). |
| Fifth Amendment and Restated Consulting Agreement dated January 20, 2012 (filed as Exhibit 10 to the Company’s Current Report on Form 8-K (filed on January 23, 2012, and incorporated by reference thereto). |
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| Agreement extension dated November 29, 2012 to Amended and Restated Consulting Agreement (filed as Exhibit 10 to the Company’s Current Report on Form 8-K filed on December 4, 2012, and incorporated by reference thereto). |
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| Agreement extension dated December 12, 2013 to Amended and Restated Consulting Agreement (filed as Exhibit 10 to the Company’s Current Report on Form 8-K filed on December 12, 2013, and incorporated by reference thereto). |
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| Agreement extension dated January 14, 2015 to Amended and Restated Consulting Agreement by and between the Company and Mr. Cremonese and affiliates (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on January 15, 2015, and incorporated with reference thereto). |
| | |
| Agreement extension dated January 7, 2016 to Amended and Restated Consulting Agreement by and between the Company and Mr. Cremonese and affiliates (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on January 26, 2016, and incorporated with reference thereto). |
| | |
| Agreement extension dated February 16, 2018 to Amended and Restated Consulting Agreement by and between the Company and Mr. Cremonese and affiliates (filed as Exhibit 10-A1 to the Company’s Current Report on Form 8-K filed on March 9, 2018, and incorporated with reference thereto).
|
| | |
| Agreement extension dated January 23, 2019 to Amended and Restated Consulting Agreement by and between the Company and Mr. Cremonese and affiliates (filed as Exhibit 10-1 to the Company’s Current Report on Form 8-K filed on January 25, 2019, and incorporated with reference thereto). |
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10(d)-12 | Monthly Retainer Agreement between Scientific Bioprocessing, Inc. and Mr. Cremonese and affiliates (filed as Exhibit 10(d)-12 to the Company’s Quarterly Report on Form 10-Q on February 13, 2020, and incorporated by reference thereto). |
| |
| 10(d)-13 | Extension of Monthly Retainer Agreement between Scientific Bioprocessing, Inc. and Mr. Cremonese and affiliates (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 8, 2021, and incorporated with reference thereto). |
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| Sublicense from Fluorometrix Corporation (filed as Exhibit 10(a)1 to the Company’s Current Report on Form 8-K filed on June 14, 2006, and incorporated by reference thereto). |
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| Stock Purchase Agreement, dated as of November 30, 2006, by and among the Company and Grace Morin, Heather H. Haught and William D. Chandler (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on December 5, 2006, and incorporated by reference thereto). |
| | |
| Escrow Agreement, dated as of November 30, 2006, by and among the Company and Grace Morin, Heather H. Haught and William D. Chandler (filed as Exhibit 10(a) to the Company’s Current Report on Form 8-K filed on December 5, 2006, and incorporated by reference thereto). |
| |
| Registration Rights Agreement, dated as of November 30, 2006, by and among the Company and Grace Morin, Heather H. Haught and William D. Chandler (filed as Exhibit 10(b) to the Company’s Current Report on Form 8-K filed on December 5, 2006, and incorporated by reference thereto). |
| | |
| Employment Agreement, dated as of November 30, 2006, between Altamira Instruments, Inc. and Brookman P. March (filed as Exhibit 10(c) to the Company’s Current Report on Form 8-K filed on December 5, 2006, and incorporated by reference thereto). |
| | |
| Employment Agreement, dated as of October 30, 2008, between Altamira Instruments, Inc. and Brookman P. March (filed as Exhibit 10A-2 to the Company’s Current Report on Form 8-K filed on October 30, 2008, and incorporated by reference thereto). |
| | |
| Employment Agreement, dated as of October 1, 2010, between Altamira Instruments, Inc., and Brookman P. March (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on October 13, 2010, and incorporated by reference thereto). |
| | |
| Employment Agreement, dated as of May 18, 2012 between Altamira Instruments, Inc. and Brookman P. March (filed as Exhibit 10(i)-3 to the Company’s Annual Report on Form 10-K filed on September 27, 2012, and incorporated by reference thereto). |
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| Agreement Extension, dated as of May 21, 2014 between Altamira Instruments, Inc. and Brookman P. March (filed as Exhibit 10 to the Company’s Current Report on Form 8-K filed on May 21, 2014, and incorporated by reference thereto). |
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| Agreement extension dated June 9, 2015 to amend employment agreement (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on June 9, 2015, and incorporated by reference thereto). |
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| Agreement extension dated May 25, 2016 to amend employment agreement (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on May 31, 2016, and incorporated by reference thereto). |
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| Employment agreement dated July 1, 2017 by and between the Company and Mr. March (filed as an exhibit to the Company's Annual Report on Form 10-K filed on June 30, 2017, and incorporated by reference thereto). |
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| 10(i)-8 | Termination notice dated February 14, 2020 to Mr. March (filed as Exhibit 10(I-8) to the Company’s Current Report on Form 8-K filed on February 18, 2020, and incorporated by reference thereto). |
| |
| Indemnity Agreement, dated as of April 13, 2007 by and among the Company and Grace Morin, Heather H. Haught and William D. Chandler (filed as Exhibit 10(j) to the Company’s Annual Report on Form 10-KSB filed on September 28, 2007 and incorporated by reference thereto). |
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| Lease between Altamira Instruments, Inc. and Allegheny Homes, LLC, with respect to the Company’s Pittsburgh, Pennsylvania facilities (filed as Exhibit 10(k) to the Company’s Annual Report on Form 10-KSB filed on September 28, 2007 and incorporated by reference thereto). |
| Lease between Altamira Instruments, Inc. and Allegheny Homes, LLC, with respect to the Company’s Pittsburgh, Pennsylvania facilities (filed as Exhibit 10(k)-1 to the Company’s Quarterly Report on Form 10-Q filed on February 14, 2013, and incorporated by reference thereto). |
| | |
| Line of Credit Agreements dated October 30, 2008, by and among the Company and Capital One, N.A. (filed as Exhibits 10-A1(a) through (f) to the Company’s Current Report on Form 8-K filed on October 30, 2008, and incorporated by reference thereto. |
| | |
| Restated Promissory Note Agreement dated January 20, 2010 by and among the Company and Capital One N.A. (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on January 20, 2010, and incorporated by reference thereto). |
| | |
| Consulting Agreement dated April 1, 2009 by and between the Company and Grace Morin (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on April 1, 2009, and incorporated by reference thereto). |
| | |
| Agreement dated January 12, 2015 to extend Consulting Agreement (filed as Exhibit 10A-2 to the Company’s Current Report on Form 8-K filed on January 15, 2015, and incorporated by reference thereto). |
| | |
| Agreement dated January 7, 2016 to extend Consulting Agreement (filed as Exhibit 10A-2 to the Company’s Current Report on Form 8-K filed on January 26, 2016, and incorporated by reference thereto). |
| | |
| Agreement dated February 16, 2018 to extend Consulting Agreement (filed as Exhibit 10A-2 to the Company’s Current Report on Form 8-K filed on March 9, 2018, and incorporated by reference thereto). |
| | |
| Agreement dated January 23, 2019 to extend Consulting Agreement (filed as Exhibit 10-2 to the Company’s Current Report on Form 8-K filed on January 25, 2019, and incorporated by reference thereto). |
| | |
| Line of Credit Agreements dated June 14, 2011, by and among the Company and JPMorgan Chase Bank, N.A. (filed as Exhibits 99.1 through 99.3 to the Company’s Current Report on Form 8-K filed on June 16, 2011, and incorporated by reference thereto). |
| | |
| Promissory Note dated June 5, 2013 by and among the Company and JP Morgan Chase Bank, N.A. (filed as Exhibit 99 to the Company’s Current Report on Form 8-K filed on June 7, 2013, and incorporated by reference thereto). |
| | |
| Purchase Agreement, dated as of November 14, 2011, by and among the Company, Scientific Bioprocessing, Inc., and Fluorometrix Corporation (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on November 17, 2011, and incorporated by reference thereto). |
| | |
| Escrow Agreement, dated as of November 14, 2011, by and among the Company, Scientific Bioprocessing, Inc., and Fluorometrix Corporation (filed as Exhibit 10(A) to the Company’s Current Report on Form 8-K filed on November 17, 2011, and incorporated by reference thereto). |
| | |
| Research and Development Agreement dated as of November 14, 2011, by and between Scientific Bioprocessing, Inc. and Biodox R&D Corporation (filed as Exhibit 10(B) to the Company’s Current Report on Form 8-K filed on November 17, 2011, and incorporated by reference thereto). |
| |
| Notice of termination of Research and Development Agreement dated June 12, 2013 (filed as Exhibit 99 to the Company’s Current Report on Form 8-K filed on June 27, 2013, and incorporated by reference thereto) |
| | |
| Non-Competition Agreement, dated as of November 14, 2011, by and among the Company, Scientific Bioprocessing, Inc., and Joseph E. Qualitz (filed as Exhibit 10(D) to the Company’s Current Report on Form 8-K filed on November 17, 2011, and incorporated by reference thereto). |
| | |
| Promissory Note, dated as of November 14, 2011, by and between the Company and the University of Maryland, Baltimore County (filed as Exhibit 10(c) to the Company’s Current Report on Form 8-K filed on November 17, 2011, and incorporated by reference thereto). |
| | |
| License Agreement, dated as of January 31, 2001 by and between University of Maryland, Baltimore County and Fluorometrix Corporation (filed as Exhibit 10(E) to the Company’s Current Report on Form 8-K filed on November 21, 2011, and incorporated by reference thereto). |
| | |
| Line of Credit Agreements dated June 25, 2014, by and among the Company and Bank of America Merrill Lynch (filed as Exhibits 99.1 through 99.2 (to the Company’s Current Report on Form 8-K filed on July 2, 2014, and incorporated by reference thereto). |
| | |
| Asset Purchase Agreement, dated as of February 26, 2014, by and among the Company and Fulcrum, Inc. (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 28, 2014, and incorporated by reference thereto). |
| | |
| Escrow Agreement, dated as of February 26, 2014, by and among the Company, and Fulcrum, Inc. (filed as Exhibit 10(e) to the Company’s Current Report on Form 8-K filed on February 28, 2014, and incorporated by reference thereto). |
| | |
| Non-Competition Agreements, dated as of February 26, 2014, by and among the Company, and James Maloy and Karl Nowosielski (filed as Exhibits 10(b) and 10(c) to the Company’s Current Report on Form 8-K filed on February 28, 2014, and incorporated by reference thereto). |
| | |
| Registration Rights Agreement, dated as of February 26, 2014, by and among the Company, and Fulcrum, Inc. (filed as Exhibit 10(d) to the Company’s Current Report on Form 8-K filed on February 28, 2014, and incorporated by reference thereto). |
| Supply Agreement, dated as of February 20, 2014, by and among the Company, and Axis Sp 3.O.O. (filed as Exhibit 10(g) to the Company’s Current Report on Form 8-K filed on February 28, 2014, and incorporated by reference thereto). |
| | |
| Line of Credit Agreements dated June 26, 2015, by and among the Company and First National Bank of Pennsylvania (filed as Exhibit 10.1 through 10.4 to the Company’s Current Report on Form 8-K filed on June 30, 2015, and incorporated by reference thereto). |
| | |
| Commercial Security Agreement dated July 5, 2016 by and among the Company, and First National Bank of Pennsylvania. |
| | |
| Note Purchase Agreements with James Maloy dated May 7, 2015 (filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on June 30, 2015, and incorporated by reference thereto). |
| | |
| Note Purchase Agreements with Grace March dated May 19, 2015 (filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on June 30, 2015, and incorporated by reference thereto). |
| | |
| Consulting Agreement dated March 1, 2019 between the Company and Mr. John A. Moore (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on March 6, 2019. |
| |
| Code of Ethics (filed as Exhibit 14 to the Company’s Annual 10KSB filed on September 28, 20072019, and incorporated by reference thereto). |
| | |
2110(aa)-1 | Subsidiaries ofAmendment to Consulting Agreement dated November 7, 2019 between the RegistrantCompany and Mr. John A. Moore (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 11, 2019, and incorporated by reference thereto). |
| | |
| 10(aa)-2 | Altamira Instruments,Employment Agreement dated July 1, 2020 between Scientific Bioprocessing, Inc., a Delaware Corporation, is a wholly-owned subsidiary of and John A. Moore (filed as Exhibit 10.1 to the Company.Company’s Current Report on Form 8-K filed on June 25, 2020, and incorporated by reference thereto). |
| | |
| Scientific Bioprocessing, Inc., a Delaware Corporation, is a wholly-owned subsidiary ofConsulting Agreement dated July 20, 2020 between the Company since November 2011.and Mr. Reinhard Vogt and his affiliate Societat Reinhard and Noah Vogt AG (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on July 22, 2020, and incorporated by reference thereto.) |
| | |
| 10(bb)-1 | Scientific Packaging Industries, Inc., a New York corporation, is a wholly-owned inactive subsidiary ofAmendment to Consulting Agreement between the Company.Company and Societät Reinhard and Noah Vogt AG GmbH and Reinhard Vogt (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on March 8, 2021, and incorporated by reference thereto. |
| | |
31.0110(cc) | Certification of Chief Executive OfficerEmployment Agreement dated July 1, 2020 between Scientific Bioprocessing, Inc. and Chief Financial Officer pursuantJames Polk (filed as Exhibit 10.2 to Section 302 of Sarbanes-Oxley Act of 2002.the Company’s Current Report on Form 8-K filed on June 25, 2020, and incorporated by reference thereto). |
| | |
32.0110(dd) | CertificationSecurities Purchase Agreement dated June 18, 2020 between the Company and Investors (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 19, 2020, and incorporated by reference thereto). |
| |
| 10(dd)-1 | Form of Chief Executive OfficerAmendment of Securities Purchase Agreement, by and Chief Financial Officer pursuantbetween the Company and Investors (filed as Exhibit 10.1 to Section 906the Company’s Current Report on Form 8-K filed on April 13, 2021, and incorporated by reference thereto). |
| |
| 10(ee) | Loan Agreement under the U.S. Small Business Administration Paycheck Protection Program dated April 14, 2020 between the Company and First National Bank (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 21, 2020, and incorporated by reference thereto). |
| |
| 10(ff) | Asset Purchase Agreement dated November 30, 2020 between Altamira Instruments, Inc. andBeijing JWGB Sci. & Tech. Co., Ltd (filed as Exhibit 2 to the Company’s Current Report on Form 8-K filed on December 1, 2020, and incorporated by reference thereto). |
| |
| 10(gg) | Asset Purchase Agreement dated April 28, 2021 between the Company and the sellers of Sarbanes-Oxley Actaquila biolabs GmbH (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 30, 2021, and incorporate by reference thereto). |
| |
| 10(gg)-1 | Directors’ Service Contract dated April 29, 2021 between the Company and the sellers of 2002.aquila biolabs GmbH (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 30, 2021, and incorporate by reference thereto). |
| |
| 10(hh) | Securities Purchase Agreement dated April 29, 2021 between the Company and Investors (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 30, 2021, and incorporated by reference thereto). |
| |
| 10(hh)-1 | Registration Rights Agreement dated April 29, 2021 between the Company and Investors (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on April 30, 2021, and incorporated by reference thereto). |
| |
| Amendment No. 1 to Registration Rights Agreement dated April 29, 2021 between the Company and Investors (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 21, 2021, and incorporated by reference thereto). |
| |
| Securities Purchase Agreement dated June 18, 2021 between the Company and Investors (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 21, 2021, and incorporated by reference thereto). |
Pursuant to the requirements of Section13 or 15(d) 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: October 04, 201914, 2021 | SCIENTIFIC INDUSTRIES, INC. (Registrant) /s/Helena R. Santos |
| | Helena R. Santos President, Chief Executive Officer, Chief Financial Officer and Treasurer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name | Title | Date |
| | | |
| | |
Helena R. Santos | President, Chief Executive Officer, Chief Financial Officer and Treasurer | October 04, 201914, 2021 |
| Christopher Cox | Director | October 14, 2021 |
| | | |
Joseph G. Cremonese | Chairman of the BoardDirector | October 04, 201914, 2021 |
| | | |
Marcus Frampton | Director | October 04, 201914, 2021 |
| | | |
John A. Moore | DirectorChairman of the Board | October 04, 201914, 2021 |
| | | |
Grace S. MorinJurgen Schumacher | Director | October 04, 201914, 2021 |
| | | |
James S. SegastureReinhard Vogt | Director | October 04, 201914, 2021 |
| | | |
John F.F. Watkins | Director | October 04, 2019 |
SCIENTIFIC INDUSTRIES, INC.
AND SUBSIDIARIES
FINANCIAL STATEMENTS AND REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
AS OF AND FOR THE YEARS ENDED
JUNE 30, 20192021 AND 20182020
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
AS OF AND FOR THE YEARS ENDED JUNE 30, 20192021 AND 20182020
CONTENTS
| | Page |
| | |
| Report of independent registered public accounting firm | F-1 |
| | |
| Consolidated financial statements: | |
| | |
| Balance sheets | F-2 |
| | |
Statements of operationscomprehensive loss
| F-3 |
| |
Statements of comprehensive income (loss) | F-4 |
| | |
| Statements of changes in stockholders’ equity | F-5F-4 |
| | |
| Statements of cash flows | F-6
F-5 |
| | |
| Notes to financial statements | F-7F-6 – F-20F-28 |
SCIENTIFIC INDUSTRIES, INC.
AND SUBSIDIARIES
FINANCIAL STATEMENTS AND REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
AS OF AND FOR THE YEARS ENDED
JUNE 30, 2021 AND 2020
Report of Independent Registered Public Accounting Firm
To the Stockholders’ and the Board of Directors of and Stockholders’
Scientific Industries, Inc.
Bohemia, New York
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Scientific Industries, Inc. and its subsidiaries (the “Company”) as of June 30, 20192021 and 2018,2020, the related consolidated statements of operations, comprehensive income (loss),loss, changes in stockholders' equity and cash flows for the years then ended, and the related notes to the consolidated financial statements and schedules (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 20192021 and 2018,2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)(“PCAOB”) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the auditing standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to those charged with governance and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Business Combination
As described in Note 16 to the financial statements, the Company completed its acquisition of Aquila biolabs GmbH (“Aquila”) on April 29, 2021, for a total purchase price of $7,880,100, resulting in the addition of $6,655,415 of intangible assets. The acquisition was accounted for as a business combination.
The principal considerations for our determination that the valuation of acquired intangible assets is a critical audit matter is that the valuation of the acquired intangible assets was considered especially challenging and required significant auditor judgment due to the complex determination by management of the appropriate assumptions, such as discount rates, revenue projections, and projected profit margins, for the valuation of the acquired intangible assets. The Company, utilizing third-party specialists, used income valuation models including Relief from Royalty Method and the Multi-Period Excess Earning Method (MPEEM) to measure the identified intangible assets. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve professionals having expertise in the valuation of acquired intangible assets, when performing audit procedures to evaluate management’s judgments and conclusions related to the valuation of the intangible assets.
To test the estimated fair values of the identified intangible assets, our audit procedures included, among others, reading the underlying agreements, testing management’s application of the relevant accounting guidance, and involving a specialist to assist us in the evaluation of the Company’s valuation methodology and testing of the significant assumptions used by the Company to develop forecasted results for Aquila, including projected revenue growth and operating margins. For example, we compared the significant assumptions to current industry, market and economic trends. Additionally, we tested the completeness and accuracy of the underlying data supporting the significant assumptions and estimates.
/s/ Nussbaum Berg Klein & Wolpow, CPAs LLP
We have served as the Company’s auditor since 1991.
/s/ Nussbaum Berg Klein & Wolpow, CPAs LLP
Nussbaum Berg Klein & Wolpow, CPAs LLP
Melville, New York
October 04, 2019
14, 2021
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 20192021 AND 20182020
ASSETS
| | | | | |
| Current assets: | | |
| Cash and cash equivalents | $1,602,500 | $1,053,100 | $9,675,200 | $7,559,700 |
| Investment securities | 330,900 | 314,700 | 3,744,600 | 331,800 |
| Trade accounts receivable, less allowance for doubtful accounts of $15,000 and $11,600, respectively | 1,974,200 | 1,722,300 | |
| Trade accounts receivable, less allowance for doubtful accounts of $15,600 and $11,600, respectively | | 1,294,700 | 1,064,000 |
| Inventories | 2,592,300 | 2,267,900 | 2,977,100 | 2,541,000 |
| Income tax receivable | | 333,300 | 334,800 |
| Prepaid expenses and other current assets | 91,200 | 33,500 | 350,900 | 112,400 |
| Assets of discontinued operations | | 55,300 | 793,000 |
| | | |
| Total current assets | 6,591,100 | 5,391,500 | 18,431,100 | 12,736,700 |
| | | |
| Property and equipment, net | 318,800 | 199,500 | 412,600 | 278,300 |
| | | |
| Intangible assets, net | 175,000 | 338,700 | 2,557,800 | 128,700 |
| | | |
| Goodwill | 705,300 | 705,300 | 4,395,400 | 257,300 |
| | | |
| Trade accounts receivable, less current portion | -
| 245,400 | |
| Operating lease right-of-use assets | | 665,300 | 803,300 |
| | | |
| Other assets | 54,700 | 52,500 | 54,300 | 56,000 |
| | | |
| Deferred taxes | 431,100 | 392,600 | 2,489,900 | 537,100 |
| | | |
| Total assets | $8,276,000 | $7,325,500 | $29,006,400 | $14,797,400 |
LIABILITIES AND STOCKHOLDERS’ EQUITY
| Current liabilities: | | |
| Accounts payable | $569,000 | $428,000 | $453,500 | $334,600 |
| Accrued expenses and taxes, current portion | 608,300 | 657,700 | |
| Accrued expenses and taxes | | 633,500 | 679,000 |
| Contract liabilities | -
| 63,800 | - | 20,000 |
| Contingent consideration, current portion | | 136,600 | 111,000 |
| Bank overdraft | 140,000 | - | 321,700 | 43,100 |
| Contingent consideration, current portion | 268,000 | 118,000 | |
| Notes payable | -
| 5,800 | |
| Lease liabilities, current portion | | 270,500 | 195,800 |
| | 433,800 | 563,800 |
Liabilities of discontinued operations | | 37,200 | 240,900 |
| | | |
| Total current liabilities | 1,585,300 | 1,273,300 | 2,286,800 | 2,188,200 |
| | | |
| Accrued expenses, less current portion | -
| 60,000 | |
| | | |
| Lease liabilities, less current portion | | 460,500 | 640,800 |
| Contingent consideration payable, less current portion | 350,000 | 290,000 | 23,400 | 247,000 |
| Other long-term liabilities | | 10,900 | - |
| | | |
| Total liabilities | 1,935,300 | 1,623,300 | 2,781,600 | 3,076,000 |
| | | |
| Stockholders’ equity: | | |
| Common stock, $.05 par value; 7,000,000 shares authorized; 1,513,914 shares issued; 1,494,112 shares outstanding, respectively | 75,700 | 75,700 | |
Common stock, $.05 par value; 15,000,000 shares authorized; 6,477,945 and 2,881,065 shares issued; 6,458,143 and 2,861,263 shares outstanding in 2021 and 2020, respectively | | 324,000 | 144,100 |
| Additional paid-in capital | 2,592,700 | 2,545,900 | 26,613,500 | 8,608,300 |
| Accumulated other comprehensive income | - | 1,200 | |
| Retained earnings | 3,724,700 | 3,131,800 | |
Accumulated other comprehensive loss
| | (9,200) | - |
| Retained earnings ( accumulated deficit) | | (651,100) | 3,021,400 |
| | 6,393,100 | 5,754,600 | 26,277,200 | 11,773,800 |
| Less common stock held in treasury at cost, 19,802 shares | 52,400 | 52,400 | 52,400 | 52,400 |
| | | |
| Total stockholders’ equity | 6,340,700 | 5,702,200 | 26,224,800 | 11,721,400 |
| | | |
| Total liabilities and stockholders’ equity | $8,276,000 | $7,325,500 | $29,006,400 | $14,797,400 |
See notes to consolidated financial statements.
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30, 2019 AND 2018
| | | |
| | | |
| Revenues | $10,199,800 | $8,481,400 |
| | | |
| Cost of revenues | 5,832,700 | 5,259,700 |
| | | |
| Gross profit | 4,367,100 | 3,221,700 |
| | | |
| Operating expenses: | | |
| General and administrative | 1,924,400 | 1,748,800 |
| Selling | 1,136,100 | 957,500 |
| Research and development | 530,500 | 520,900 |
| | | |
| Total operating expenses | 3,591,000 | 3,227,200 |
| | | |
| Income (loss) from operations | 776,100 | (5,500) |
| | | |
| Other income (expense): | | |
| Interest income | 3,400 | 6,100 |
| Other income (loss), net | (7,800) | 2,500 |
| Interest expense | (1,500) | (1,700) |
| | | |
Total other income (expense)
| (5,900) | 6,900 |
| | | |
| Income before income tax expense | 770,200 | 1,400 |
| | | |
| Income tax expense: | | |
| Current | 166,600 | 50,400 |
| Deferred | (42,000) | 111,500 |
| | | �� |
| Total income tax expense | 124,600 | 161,900 |
| | | |
| Net income (loss) | $645,600 | $(160,500) |
| | | |
| Basic earnings (loss) per common share | $.43 | $(.11) |
| | | |
| Diluted earnings (loss) per common share | $.43 | $(.11) |
| | | |
| Weighted average common shares, basic | 1,494,112 | 1,494,112 |
| | | |
| Weighted average common shares outstanding, assuming dilution (in 2019) | 1,512,178 | 1,494,112 |
| | | |
See notes to consolidated financial statements.
F-3
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)LOSS
FOR THE YEARS ENDED JUNE 30, 20192021 AND 20182020
| | | |
| | | |
| Net income (loss) | $645,600
| $(160,500) |
| | | |
| Other comprehensive income: | | |
| Unrealized holding gain | | |
| arising during period, | | |
| net of tax | - | 4,700 |
| | | |
| Comprehensive income (loss) | $645,600
| $(155,800) |
| | | |
| | | |
| Revenues | $9,775,200 | $7,784,400 |
| | | |
| Cost of revenues | 4,799,800 | 3,847,000 |
| | | |
| Gross profit | 4,975,400 | 3,937,400 |
| | | |
| Operating expenses: | | |
| General and administrative | 4,028,500 | 2,275,400 |
| Selling | 4,031,900 | 1,185,800 |
| Research and development | 1,623,800 | 1,139,700 |
| | | |
| Total operating expenses | 9,684,200 | 4,600,900 |
| | | |
| Loss from operations | (4,708,800) | (663,500) |
| | | |
| Other income (expense): | | |
| Interest income | 82,200 | 12,600 |
| Other income (expense), net | 571,600 | (16,500) |
| | | |
| Total other income (expense), net | 653,800 | (3,900) |
| | | |
| Loss from continuing operations before income tax benefit | (4,055,000) | (667,400) |
| | | |
| Income tax benefit, deferred | (945,000) | (214,000) |
| | | |
| Net loss from continuing operations | (3,110,000) | (453,400) |
| | | |
| Discontinued operations (Note 17): | | |
| | | |
Loss from discontinued operations, net of tax
| (562,500) | (249,900) |
| | | |
| Net loss | (3,672,500) | (703,300) |
| Other comprehensive loss: | | |
| Foreign currency translation adjustment | (9,200) | - |
| Comprehensive loss | $(3,681,700) | $(703,300) |
Basic and diluted loss per common share: | | |
| Continuing operations | $(0.97) | $(.30) |
| Discontinued operations | $(0.18) | $(.16) |
| Consolidated operations | $(1.15) | $(.46) |
| | | |
See notes to consolidated financial statements.
F-4
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED JUNE 30, 20192021 AND 20182020
| | | | | | | |
| | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Balance, July 1, 2019 | 1,513,914 | 75,700 | 2,592,700 | - | 3,724,700 | 19,802 | 52,400 | 6,340,700 |
| | | | | | | | | |
| Net loss | - | - | - | - | (703,300) | - | - | (703,300) |
| | | | | | | | | |
| Issuance of Common Stock and Warrants, net of issuance costs (Note 15) | 1,349,850 | 67,500 | 5,936,900 | - | - | - | - | 6,004,400 |
| | | | | | | | | |
| Stock options exercised | 17,301 | 900 | 12,900 | - | - | - | - | 13,800 |
| | | | | | | | | |
| Stock-based compensation | - | - | 65,800 | - | - | - | - | 65,800 |
| | | | | | | | | |
| Balance, June 30, 2020 | 2,881,065 | $144,100 | $8,608,300 | - | $3,021,400 | 19,802 | $52,400 | $11,721,400 |
| | | | | | | |
| | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Balance, July 1, 2017 | 1,513,914 | $75,700 | $2,515,900 | $(3,500) | $3,292,300 | 19,802 | $52,400 | $5,828,000 |
| | | | | | | | | |
| Net loss | - | - | - | - | (160,500) | - | - | (160,500) |
| | | | | | | | | |
| Unrealized holding gain on investment securities, net of tax | - | - | - | 4,700 | - | - | - | 4,700 |
| | | | | | | | | |
| Stock-based compensation | - | - | 30,000 | - | - | - | - | 30,000 |
| | | | | | | | | |
| Balance, June 30, 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 | - | - | - | - | 645,600 | - | - | 645,600 |
| | | | | | | | | |
| Cash dividend declared and paid, $.05 | -
| -
| -
| -
| (74,700) | - | - | (74,700) |
| | | | | | | | | |
| Holding loss on investment securities, net of tax | - | - | - | 20,800 | - | - | - | 20,800 |
| | | | | | | | | |
| Stock-based compensation | - | - | 46,800 | -
| - | - | - | 46,800 |
| | | | | | | | | |
| Balance, June 30, 2019 | 1,513,914 | $75,700 | $2,592,700 | $-
| $3,724,700 | 19,802 | $52,400 | $6,340,700 |
| Net loss | - | - | - | - | (3,672,500) | - | - | (3,672,500) |
| | | | | | | | | |
Foreign currecy translation adjustment
| - | - | - | (9,200) | - | - | - | (9,200) |
| | | | | | | | |
| Issuance of Common Stock and Warrants, net of issuance costs (Note 15) | 3,595,880 | 179,800 | 15,894,200 | - | - | - | - | 16,074,000 |
| | | | | | | | | |
| Stock options exercised | 1,000 | 100 | 3,000 | - | - | - | - | 3,100 |
| | | | | | | | | |
| Stock-based compensation | - | - | 2,108,000 | - | - | - | - | 2,108,000 |
| | | | | | | | | |
| Balance, June 30, 2021 | 6,477,945 | $324,000 | $26,613,500 | $(9,200) | $(651,100) | 19,802 | $52,400 | $26,224,800 |
See notes to consolidated financial statements.
F-5
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 20192021 AND 20182020
| | | |
| Operating activities: | | |
| Net loss | $(3,672,500) | $(703,300) |
| Adjustments to reconcile net loss to net cash used in operating activities: | | |
| Gain on sale of investment securities | (35,600) | (4,400) |
| Depreciation and amortization | 251,500 | 160,900 |
| Deferred income tax benefit | (1,152,500) | (106,000) |
| Unrealized holding loss on investment securities | 10,400 | 12,400 |
| Loss on disposal of subsidiary | 405,400 | - |
| Provision for bad debt | 4,000 | 3,400 |
| Extinguishment of debt | (531,100) | - |
| Gain on sale of fixed assets | - | (300) |
| Stock-based compensation | 2,108,000 | 65,800 |
| Change in fair value of contingent consideration | (30,000) | 112,600 |
| Changes in operating assets and liabilities: | | |
| Trade accounts receivable | (75,500) | 906,800 |
| Inventories | (560,000) | (292,400) |
| Income tax receivable | 1,500 | (334,800) |
| Prepaid expenses and other assets | (211,400) | (22,400) |
| Right-of-use assets | 138,000 | (803,300) |
| Accounts payable | 79,600 | (214,400) |
| Lease liabilities | (105,600) | 867,700 |
| Accrued expenses | (195,200) | 191,500 |
| Contract liabilities | (20,000) | 89,000 |
| Other long-term liabilities | 10,900 | - |
| Bank overdraft | 278,600 | (96,900) |
| | | |
| Total adjustments | 371,000 | 535,200 |
| | | |
| Net cash used in operating activities | (3,301,500) | (168,100) |
| | | |
| Investing activities: | | |
| Purchase of investment securities | (9,569,000) | (63,400) |
| Redemption of investment securities | 6,181,400 | 55,000 |
| Proceeds from sale of fixed assets | - | 1,000 |
| Capital expenditures | (198,700) | (50,900) |
| Proceeds from sale of Altamira | 440,000 | - |
| Purchase of Aquila, net of cash acquired | (7,679,000) | - |
| Purchase of intangible assets | (58,700) | (25,800) |
| | | |
| Net cash used in investing activities | (10,884,000) | (84,100) |
| | | |
| Financing activities: | | |
Repayment of 1st Payroll Protection Plan loan | (32,700) | - |
Proceeds from 2nd Payroll Protection Plan loan | 433,800 | 563,800 |
Proceeds from issuance of common stock and warrants
| 17,080,400 | 6,004,400 |
Issuance costs - common stock and warrants
| (1,006,400) | - |
| Proceeds from exercise of stock options | 3,100 | 13,800 |
| Payments for contingent consideration | (168,000) | (372,600) |
| | | |
| Net cash provided by financing activities | 16,310,200 | 6,209,400 |
| | | |
Effect of changes in foreign currency exchange rates on cash and cash eqivalents | (9,200) | - |
| | | |
| Net increase in cash and cash equivalents | 2,115,500 | 5,957,200 |
| | | |
| Cash and cash equivalents, beginning of year | 7,559,700 | 1,602,500 |
| | | |
| Cash and cash equivalents, end of year | $9,675,200 | $7,559,700 |
| | | |
| Supplemental disclosures: | | |
| Cash paid during the period for: | | |
| Income taxes | $2,500 | $40,900 |
| | |
| | |
| Operating activities: | | |
| Net income (loss) | $645,600 | $(160,500) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | |
| Loss on sale of investment securities | 13,200 | - |
| Depreciation and amortization | 257,300 | 305,100 |
| Deferred income tax (benefit) expense | (38,500) | 112,500 |
| Unrealized holding gain on investment securities | (3,000) | - |
| Stock-based compensation | 46,800 | 30,000 |
| Change in fair value of contingent consideration | 521,200 | 253,700 |
| Changes in operating assets and liabilities: | | |
| Trade accounts receivable | (6,500) | (543,300) |
| Inventories | (324,400) | (306,700) |
| Prepaid expenses and other assets | (60,100) | 46,800 |
| Accounts payable | 141,000 | 288,800 |
| Contract liabilities | (63,800) | 63,800 |
| Accrued expenses and taxes | (109,300) | 166,700
|
Bank overdraft
| 140,000
| -
|
| | | |
| Total adjustments | 513,900 | 417,400 |
| | | |
| Net cash provided by operating activities | 1,159,500 | 256,900 |
| | | |
| Investing activities: | | |
| Purchase of investment securities | (157,900) | (14,500) |
| Redemption of investment securities | 151,900 | - |
| Capital expenditures | (187,800) | (61,400) |
| Purchase of intangible assets | (24,600) | (3,600) |
| | | |
| Net cash used in investing activities | (218,400) | (79,500) |
| | | |
| Financing activities: | | |
| Principal payments on notes payable | (5,800) | (6,700) |
| Cash dividend declared and paid | (74,700) | - |
| Line of credit proceeds | 50,000 | 40,000 |
| Line of credit repayments | (50,000) | (40,000) |
| Payments for contingent consideration | (311,200) | (142,700) |
| | | |
| Net cash used in financing activities | (391,700) | (149,400) |
| Net increase in cash and cash equivalents | 549,400 | 28,000 |
| | | |
| Cash and cash equivalents, beginning of year | 1,053,100 | 1,025,100 |
| | | |
| Cash and cash equivalents, end of year | $1,602,500 | $1,053,100 |
| | | |
| Supplemental disclosures: | | |
| | | |
| Cash paid during the period for: | | |
| $56,700 | $16,000 |
| Interest | $1,500 | $1,700 |
See notes to consolidated financial statements.
F-6
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED JUNE 30, 20192021 AND 2018
1. Summary of Significant Accounting Policies2020
| |
| 1. | Summary of Significant Accounting Policies |
Nature of OperationsBusiness
Scientific Industries, Inc. and its subsidiaries (the “Company”) design, manufacture, and market a variety of benchtop laboratory equipment and bioprocessing products and catalyst research instruments.products. The Company is headquartered in Bohemia, New York where it produces benchtop laboratory equipment. Additionally, the Company has two other locations in Pittsburgh, Pennsylvania and Baesweiller, Germany, where it designs and produces a variety of custom-made catalyst research instruments and designs bioprocessing products, and an administrative facility in Oradell,Orangeburg, New JerseyYork related to sales and marketing. The products, which are sold by the Company includesto customers worldwide, include mixers, shakers, stirrers, refrigerated incubators, pharmacy balances and scales, force gauges, catalyst characterization instruments, reactor systemsbioprocessing sensors and high throughput systems.analytical tools. The Company also sublicenses certain patents and technology under a license agreement with the University of Maryland, Baltimore County, and receives royalty fees from the sublicenses.sublicenses (see Note 1- Revenue Recognition).
COVID-19 Pandemic
The challenges posed by the COVID-19 pandemic on the global economy began to take effect and impacted 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. The Bioprocessing Systems Operations’ SBI facility was shut down temporarily due to state mandates, however, the impact on operations was immaterial, and the Company has been able to retain its employees without furloughs or layoffs, in part, due to the Company’ receipt of two loans under the Federal Government’s Small Business Administration Paycheck Protection Program. The Company received $563,800 and $433,800 in Payroll Protection Program loans in April 2020 and March 2021, respectively. The first loan was forgiven in June 2021 except for $32,700 which was repaid by the Company. The Company expects to apply and receive forgiveness for the second loan. The operations of aquila biolabs GmbH ("Aquila") which was acquired on April 29, 2021 was negatively impacted in its ability to secure new orders because Aquila had historically relied on face-to-face meetings at trade shows for its sales opportunities. While it has participated in virtual trade shows, management believes that certain sales opportunities are lost as a result. The Company has not experienced 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 which have benefitted from the Pandemic due to the nature of the products and have the ability to pay. The Company has not experienced and does not anticipate any material impairment to its tangible and intangible assets, system of internal controls, 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. The Company is currently experiencing some delays from its supply chain which is having an impact on delayed delivery of some products, however this is deemed temporary and does not affect the Company’s major product – the Vortex-Genie 2. In addition, due to the travel restrictions imposed by the United States and other governments worldwide, Company personnel may be restricted from traveling to conduct its operations including site visits, customer visits and installations, vendor facility visits, and other sales and marketing related travel that can negatively impact the Company.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Scientific Industries, Inc., Scientific Packaging Industries, Inc., an inactive wholly-owned subsidiary, Altamira Instruments, Inc. (“Altamira”), a Delaware corporation and wholly-owned subsidiary (discontinued operation as of November 30, 2020), and Scientific Bioprocessing Holdings, Inc. (“SBHI”), a newly incorporated Delaware corporation and its wholly-owned subsidiaries, Scientific Bioprocessing, Inc. (“SBI”), a Delaware corporation, and wholly-owned subsidiary,Aquila, a German corporation, which was aquired on April 29, 2021, (all collectively referred to as the “Company”). On April 30, 2021 Scientific Industries, Inc. contributed 100% of the stock of Scientific Bioprpcessing, Inc. to its wholly owned subsidiary Scientific Bioprocessing Holdings, Inc. All material intercompany balances and transactions have been eliminated.eliminated in consolidation.
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2021 AND 2020
| 1. | Summary of Significant Accounting Policies (Continued) |
Revenue Recognition
On July 1, 2018 the Company adopted The company recognizes revenue in accordance with Financial Accounting Standards Board ('FASB") Accounting Standards Codification (“ASC”) Topic 606 “Revenue from Contracts with Customers, as amended” (“ASC Topic 606”), using the modified retrospective method applied to those contracts which were not completed as of the adoption date. The adoption of the standard did not have a material impact on how the Company recognizes its revenues. In accordance with TopicASC 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.
All of the Company's contracts have a single performance obligation. As permitted by ASC 606, the Company does not disclose the amount of unsatisfied performance obligations for client contracts with an original expected length of one year or less.
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 |
Nature of Products and Services
We generate revenues from the following sources: (1) Benchtop Laboratory Equipment and (2) Catalyst Research Instruments, and (3) Royalties.
The following table summarizes the Company’s disaggregation of revenues for the years ended June 30, 2019 and 2018.Bioprocessing Systems.
| | Benchtop Laboratory Equipment | Catalyst Research Instruments | | | Benchtop Laboratory Equipment | | |
| June 30, 2019: | | |
| June 30, 2021: | | |
| | | |
| Revenues | $7,078,800 | $1,814,900 | $1,306,100 | $10,199,800 | $9,043,600 | 731,600 | $9,775,200 |
| | | |
| Foreign Sales | 2,680,300 | 1,102,300 | 1,301,200 | 5,083,800 | 3,483,700 | 684,600 | 4,168,300 |
| | | |
| June 30, 2018: | | |
| Revenues | $6,403,400 | $1,408,900 | $669,100 | $8,481,400 | |
| Foreign Sales | 2,669,000 | 707,200 | 669,100 | 4,045,300 | |
| | Benchtop Laboratory Equipment | | |
| June 30, 2020: | | | |
| | | | |
| Revenues | $6,783,600 | $1,000,800 | $7,784,400 |
| | | | |
| Foreign Sales | 2,589,800 | 1,000,400 | 3,590,200 |
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2021 AND 2020
| 1. | Summary of Significant Accounting Policies (Continued) |
Revenue Recognition (Continued)
Nature of Products and Services (Continued)
Benchtop laboratory equipment sales comprise 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. Warranty usually comprises of one to two year parts and labor and is deemed immaterial. Revenue is recognized at a point in time when the risks and rewards of ownership have tranferred to the customer, which is generally upon shipment.
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2019 AND 2018
1.
SummaryBioprocessing revenues consist of Significant Accounting Policies (Continued)
Revenue Recognition (Continued)
Nature of Productsroyalty revenues generated through SBI and Services (Continued)
Catalyst research instrument sales compriseproduct revenues generated 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.
through Aquila. Royalty revenues pertain to royaltiesare earned by the Company which are paid on a calendar year basis, under a licensing agreement from a single licensee and its sublicensees.sublicenses. The license agreement includes two United States patents and a European Union patent (through December 2019). In January 2020, the European Union patent which was due to expire in August 2020,was terminated and the Company will only receive royalties under the United States patents through December 2023, which will result in a material reduction in total royalties expected to be received. The Company is then obligated to pay 50% of all royalties receivedearned to the entity that licenses the intellectual property to the Company. During the year, the Company’s management uses its bestRoyalty revenue requires significant judgement in estimating royalty revenue to estimate the royalty revenues earnedbe recognized during the period.year.
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 Financial Accounting Standards Board ("FASB"),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) Thethe 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) Thethe 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) Thethe 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) Thethe 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.
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2021 AND 2020
| 1. | Summary of Significant Accounting Policies (Continued) |
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments purchased with a maturityoriginal maturities of 90 days or less to be cash equivalents. At times, cash balances may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. As of June 30, 2019,2021, and 2018, $1,328,6002020, $8,922,800 and $593,700,$6,729,300 respectively of cash balances were in excess of such limit.
Reclasses
Certain amounts on the balance sheet as of June 30, 2021 and 2020 pertaining to inventories, property and equipment, goodwill, accounts payable, accrued expenses, contract liabilities, and operating leases liabilities were reclassed as assets and liabilities of discontinued operations due to the sale of the Company's wholly ownedsubsidiary, Altamira Instruments, Inc. on November 30, 2020.
Accounts Receivable
In order to record the Company’s accounts receivable at their net realizable value, the Company must assess their collectability. A considerable amount of judgment is required in order to make this assessment, including an analysis of historical bad debts and other adjustments, a review of the aging of the Company’s receivables, and the current creditworthiness of the Company’s customers. The Company has recorded allowances for receivables which it considered uncollectible, including amounts for the resolution of potential credit and other collection issues such as disputed invoices and customer satisfaction claims and pricing discrepancies.claims. However, depending on how such potential issues are resolved, or if the financial condition of any of the Company’s customers was to deteriorate and its ability to make required payments became impaired, increases in these allowances may be required. The Company actively manages its accounts receivable to minimize credit risk. The Company does not obtain collateral for its accounts receivable. Based on its assessment, the Company concluded that there are no collection issues related to the COVID-19 Pandemic.
Contract Liabilities
Contract liabilities consists of billings or payments received in advance of revenue recognition and is recognized as the revenue recognition criteria are met. Amounts that have been invoiced are initially recorded in accounts receivable and contract liabilities. The Company invoices its customers in accordance with the terms of the underlying contract. Accordingly, the contract liabilities balance does not represent the total contract value of outstanding arrangements. Contract liabilities that are expected to be recognized during the subsequent 12-month period are recorded as current and the remaining portion as noncurrent. Customer advances of $63,800 for the year endedContract liabilities were not significant at June 30, 2018 were reclassified to contract liabilities on the balance sheet, which was all recognized as revenue during the year ended June 30, 2019.2021 and 2020, respectively.
Investment Securities
Investment securities consist of equity securities and mutual funds with realized gains and losses recorded using the specific identification method. Changes in fair value are recorded as unrealized holding gains or losses in other income (loss), net on the income statement. We determinestatement of comprehensive loss. The Company determines the cost of the investment sold based on an average cost basis at the individual security level, and recordrecords the interest income and realized gains or losses on the sale of these investments in other income (loss), net. Prior to the year ended June 30, 2019, the Company’s investment securities were classified as available-for-sale securities and measured and recorded at fair value with unrealized changes in fair value recorded through other comprehensive income.
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2019 AND 2018
1.
Summary of Significant Accounting Policies (Continued)
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.
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2021 AND 2020
| 1. | Summary of Significant Accounting Policies (Continued) |
Property and Equipment
Property and equipment are stated at cost. Depreciation of property and equipment is provided for primarily by the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized by the straight-line method over the remaining term of the related lease or the estimated useful lives of the assets, whichever is shorter.
Research and Development Expenses
Research and development expenses are expensed as incurred and consist principally of internal and external costs which includes the cost of patent licenses, contract research services, laboratory supplies, in-process research and development acquired, as well as product developments and enhancements.
Finite Lived Intangible Assets
Intangible assets consist primarily of acquired technology, customer relationships, non-compete agreements, patents, licenses, websites, intellectual property and in process research and development (“IPR&D”), trademarks and trade names. All finite lived intangible assets are amortized on a straight-line basis over the estimated useful lives of the respective assets, generally 3 to 10 years. The Company continually evaluates the remaining estimated useful lives of intangible assets that are being amortized to determine whether events or circumstances warrant a revision to the remaining period of amortization.
Goodwill and Long-LivedIndefinite Lived Intangible Assets
Goodwill represents the excess of purchase price over the fair value of identifiable net assets acquired in a business combination. Goodwill and long-livedindefinite lived intangible assets are tested for impairment at least annually in accordance with the provisions of ASC No. 350, “Intangibles-Goodwill and Other” (“ASC No. 350”). ASC No. 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The Company tests goodwill and long-lived assets annually as of June 30, the last day of its fiscal year, unless an event occurs that would cause the Company to believe the value is impaired at an interim date. The Company concluded as of June 30, 20192021 and 2018,2020, there was no impairment of goodwill.
goodwill or indefinite lived intangible assets.
Impairment of Long-Lived Assets
The Company follows the provisions of ASC No. 360-10,360, “Property, Plant and Equipment - Impairment or Disposal of Long-Lived Assets (“ASC No. 360-10”360"). ASC No. 360-10360 which requires evaluation of the need for an impairment charge relating to long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation for impairment is required, the estimated future undiscounted cash flows associated with the asset would be compared to the asset’s carrying amount to determine if a write down to a new depreciable basis is required. If required, an impairment charge is recorded based on an estimate of future discounted cash flows. The Company concluded as of June 30, 20192021 and 2018,2020, there was no impairment of long-lived assets.
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2021 AND 2020
| 1. | Summary of Significant Accounting Policies (Continued) |
Income Taxes
The Company and its subsidiaries file a consolidated U.S. federal income tax return. Income taxes are accounted for under the asset and liability method. The Company provides for federal, and state income taxes currently payable, as well as for those deferred due to timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributed to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in income tax rates is recognized as income or expense in the period that includes the enactment date.
The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.
Advertising
Advertising costs are expensed as incurred. Advertising expense amounted to $207,500$399,700 and $174,700$218,700 for the years ended June 30, 20192021 and 2018,2020, respectively.
Research and Development
Research and development costs consisting of expenses for activities that are useful in developing and testing new products, as well as expenses that may significantly improve existing products, are expensed as incurred.
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2019 AND 2018
1.
Summary of Significant Accounting Policies (Continued)
Stock Compensation Plan
The Company has a ten-year stock option plan (the “2012 Plan”) which provides for the grant of options to purchase up to 100,0001,193,000 shares of the Company’s Common Stock, par value $.05 per share (“Common Stock”), plus up to 57,000 shares under options previously granted under the 2002 Stock Option Plan of the Company (the “Prior Plan”).
The 2012 Plan provides for the granting of incentive or non-incentive stock options as defined in the 2012 Plan and options under the 2012 Plan may be granted untilthrough 2022. Incentive stock options may be granted to employees at an exercise price equal to 100% (or 110% if the optionee owns directly or indirectly more than 10% of the outstanding voting stock) of the fair market value of the shares of Common Stock on the date of the grant. Non-incentive stock options shall be granted at the fair market value of the shares of Common Stock on the date of grant. At June 30, 20192021 and 2018, 20,7952020, 5,243 and 26,000147,414 shares respectively, of Common Stock were available for grant of options under the 2012 Plan.
Stock-based compensation is accounted for in accordance with ASC No. 718 “Compensation-Stock Compensation” (“ASC No. 718”) which requires compensation costs related to stock-based payment transactions to be recognized. With limited exceptions, theThe amount of compensation cost is measured based on the grant-date fair value of the equity or liability instruments issued. In addition, liability awards are measured at each reporting period. Compensation costs are recognizedissued and expensed ratably over the period that an employee providesrequisite service in exchange for the award. During the years ended June 30, 2019 and 2018, the Company granted 6,705 and 57,500 options, respectively, to employees that had a fair value of $12,000 and $51,000, respectively. The fair value of the options granted during the years ended June 30, 2019 and 2018 were determined using the Black-Scholes-Merton option-pricing model. The weighted average assumptions used for the years ended June 30, 2019 and 2018 was an expected life of 10 years; risk free interest rate of 2.44% and 2.43%; volatility of 35% and 47%, and dividend yield of 1.29% and .85%, respectively. The Company declared a dividend of $0.05 per share during the year ended June 30, 2019. The Company did not declare dividends during the year ended June 30, 2018. The weighted-average value per share of the options granted during the years ended June 30, 2019 and 2018 was $1.79 and $1.64, respectively, and total stock-based compensation costs were $46,800 and $30,000 for the years ended June 30, 2019 and 2018, respectively. Stock-based compensation costs related to nonvested awards expected to be recognized in the future are $38,600 and $73,500 as of June 30, 2019 and 2018, respectively.period.
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2021 AND 2019
| 1. | Summary of Significant Accounting Policies (Continued) |
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission requires management to make estimates and judgments that affect the amounts reported in the financial statements and accompanying notes. Estimates are used for, but not limited to, the allowance for doubtful accounts, slow-moving inventory reserves, depreciation and amortization, assumptions made in valuing equity instruments, issued for services, andfair value of stock options, the fair values of intangibles and goodwill.goodwill, and provision or benefit for income taxes. The actual results experienced by the Company may differ materially from management’s estimates.
Earnings (Loss) Per Common Share
Basic earningsorloss per common share is computed by dividing net income (loss) by the weighted-averageweighted-average number of shares outstanding. Diluted earnings per common share includes the dilutive effect of stock options, if any. Since the Company was in a loss position during the years ended June 30, 2021 and 2020, respectively, basic net loss per share is the same as dilutive net loss per share as the inclusion of the weighted-average number of all potential dilutive common shares which consists of stock options and warrants are anti-dilutive.
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. 2020-12 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 Pronouncement
In August 2018, the 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
In February 2016, the FASB issued authoritativeASU No. 2016-02, Leases, which replaces previous lease guidance thatin its entirety with ASC 842 and requires lessees to account for most leases on their balance sheets with the liability being equal to the present value of therecognize lease payments. The right-of-use asset will be based on the lease liability adjusted for certain cost such as direct costs. Lease expense will be recognized similar to current accounting guidance with operating leases resulting in a straight-line expense and financing leases resulting in a front-loaded expense similar to the current accounting for capital leases. This guidance becomes effective for the Company’s fiscal 2020 first quarter, with early adoption permitted. This guidance must be adopted using a modified retrospective transition approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements, and provides for certain practical expedients. We anticipate the adoption of this standard will result in an increase in our right of use assets and lease liabilities recorded on our consolidated balance sheetsfor 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. The Company does not believe2019 using the adoption of this guidance will have a material impact on its consolidated results of operations or cash flows.additional transition method, which allows prior periods to be presented under previous lease accounting guidance. Refer to Note 11, "Leases", for related disclosures.
In July 2017, the FASB issued ASU 2017-11, “Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception”. Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of theentire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company expects that the adoption of this ASU will have no material impact to the Company's financial statement.
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 20192021 AND 2018
1.
Summary of Significant Accounting Policies (Continued)
Adopted Accounting PronouncementsIn January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. The update addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted only for certain portions of the ASU related to financial liabilities. The Company adopted this pronouncement during the interim period September 30, 2018, which resulted in a $22,000 cumulative effect adjustment to retained earnings in the condensed consolidated balance sheet as of the beginning of the year ended June 30, 2019. The adoption of this pronouncement also resulted in the recognition of holding loss of $8,500 in the Company's consolidated statement of operations for the year ended June 30, 2019.
In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing (Topic 606)”. In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross verses Net) (Topic 606)”. These amendments provide additional clarification and implementation guidance on the previously issued ASU 2014-09, “Revenue from Contracts with Customers”. The amendments in ASU 2016-10 provide clarifying guidance on materiality of performance obligations; evaluating distinct performance obligations; treatment of shipping and handling costs; and determining whether an entity’s promise to grant a license provides a customer with either a right to use an entity’s intellectual property or a right to access an entity’s intellectual property. The amendments in ASU 2016-08 clarify how an entity should identify the specified good or service for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements. The adoption of ASU 2016-10 and ASU 2016-08 is to coincide with an entity’s adoption of ASU 2014-09. The Company has performed a review of the requirements of the new guidance and has identified which of its revenue streams will be within the scope of ASC 606. The Company has applied the five-step model of the new standard to a selection of contracts within each of its revenue streams and has compared the results to its prior accounting practices. The Company adopted the provisions of these pronouncements on July 1, 2018, using the modified retrospective approach. Revenue from the Company’s sales continue to generally be recognized when products are shipped (i.e. point in time). As such, the adoption of ASU 2016-10 did not have a material impact to the Company’s financial position or results of operations.
Reclassification
Customer advances of $63,800 for the year ended June 30, 2018 were reclassified to contract liabilities.
The Company views its operations as threetwo 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 | | | | Benchtop Laboratory Equipment | | | |
| June 30, 2019: | | |
| June 30, 2021: | | |
| | | |
| Revenues | $7,078,800 | $1,814,900 | $1,306,100 | $- | $10,199,800 | $9,043,600 | $731,600 | $- | $9,775,200 |
| | | |
| Foreign Sales | 2,680,300 | 1,102,300 | 1,301,200 | - | 5,083,800 | 3,483,700 | 684,600 | | 4,168,300 |
| | | |
| Income (Loss) From Operations | 541,700 | (130,600) | 365,000 | - | 776,100 | 1,461,300 | (4,828,600) | (1,341,400) | (4,708,800) |
| | | |
| Assets | 5,280,700 | 1,443,200 | 790,100 | 762,000 | 8,276,000 | 14,783,000 | 8,735,100 | 5,488,300 | 29,006,400 |
| | | |
| Long-Lived Asset Expenditures | 194,500 | 2,200 | 15,700 | - | 212,400 | 60,500 | 196,900 | - | 257,400 |
| | | |
| Depreciation and Amortization | 217,800 | 1,000 | 38,500 | - | 257,300 | 103,100 | 148,400 | - | 251,500 |
| | Benchtop Laboratory Equipment | | | |
| June 30, 2020: | | | | |
| | | | | |
| Revenues | $6,783,600 | $1,000,800 | $- | $7,784,400 |
| | | | | |
| Foreign Sales | 2,589,800 | 1,000,400 | - | 3,590,200 |
| | | | | |
| Income (Loss) From Operations | 449,700 | (727,500) | (385,700) | (663,500) |
| | | | | |
| Assets | 12,232,600 | 546,100 | 2,018,700 | 14,797,400 |
| | | | | |
| Long-Lived Asset Expenditures | 36,000 | 40,700 | - | 76,700 |
| | | | | |
| Depreciation and Amortization | 116,900 | 42,700 | - | 159,600 |
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 20192021 AND 2018
2020
Segment information is reported as follows:
| | Benchtop Laboratory Equipment | Catalyst Research Instruments | | | |
| June 30, 2018: | | | | | |
| | | | | | |
| Revenues | $6,403,400 | $1,408,900 | $669,100 | $- | $8,481,400 |
| | | | | | |
| Foreign Sales | 2,669,000 | 707,200 | 669,100 | - | 4,045,300 |
| | | | | | |
| Income (Loss) From Operations | 297,000 | (248,000) | (54,500) | - | (5,500) |
| | | | | | |
| Assets | 4,141,200 | 1,482,200 | 1,002,800 | 699,300 | 7,325,500 |
| | | | | | |
| Long-Lived Asset Expenditures | 60,500 | 1,900 | 2,600 | - | 65,000 |
| | | | | | |
| Depreciation and Amortization | 265,100 | 2,800 | 37,200 | - | 305,100 |
| 3. | Fair Value of Financial Instruments |
3.
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 of Financial Instruments
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 1 | Inputs that are based upon unadjusted quoted prices for identical instruments traded in active markets. |
Level 3 | 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. |
Prices or valuation that require inputs that are both significant to the fair value measurement and unobservable.
| 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 areis 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 table.
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 June 30, 20192021 and 20182020 according to the valuation techniques the Company used to determine their fair values:
| | | Fair Value Measurements Using Inputs Considered as | |
| | Fair Value at June 30, 2019 | | | | | Fair Value Measurements Using Inputs Considered as |
| | | Fair Value at June 30, 2021 | | | |
| Assets: | | |
| | | |
| Cash and cash equivalents | $1,602,500 | $- | $9,675,200 | $- |
| Investment securities | 330,900 | - | 3,744,600 | 2,920,600 | 824,000 | - |
| | | |
| | | |
| Total | $1,933,400 | $- | $13,419,800 | $12,595,800 | $824,000 | $- |
| | | |
| Liabilities: | | |
| | | |
| Contingent consideration | $618,000 | $- | $618,000 | $160,000 | $- | $ | $160,000 |
F-12| | | Fair Value Measurements Using Inputs Considered as |
| | Fair Value at June 30, 2020 | | | |
| 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 |
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 20192021 AND 2018
3.
Fair Value of Financial Instruments (Continued)
| | | Fair Value Measurements Using Inputs Considered as |
| | Fair Value at June 30, 2018 | | | |
| | | | | |
| Assets: | | | | |
| | | | | |
| Cash and cash equivalents | $1,053,100 | $1,053,100 | $- | $- |
| Investment securities | 314,700 | 314,700 | - | - |
| | | | | |
| Total | $1,367,800 | $1,367,800 | $- | $- |
| | | | | |
| Liabilities: | | | | |
| | | | | |
| Contingent consideration | $408,000 | $- | $- | $408,000 |
| 3. | Fair Value of Financial Instruments (Continued) |
The following table sets forth an analysis of changes during the years ended June 30, 20192021 and 20182020, respectively, in Level 3 financial liabilities of the Company:
| | | | | |
| | | |
| Beginning balance | $408,000 | $297,000 | $358,000 | $618,000 |
| Increase in contingent consideration liability | 521,200 | 408,900 | |
| Payments and accruals | (311,200) | (297,900) | |
| Increase (decrease) in contingent consideration liability | | (30,000) | 112,600 |
| Payments | | (168,000) | (372,600) |
| | | |
| Ending balance | $618,000 | $408,000 | $160,000 | $358,000 |
The Company’s contingent obligations require cash payments to the sellers of certain acquired operations based on royalty payments received or operating results achieved. These contingent considerations are classified as liabilities and the liabilities are remeasured to an estimated fair value at each reporting date. During the years ended June 30, 20192021 and 2018,2020, the Company recorded an increase (decrease) in the estimated fair value of contingent liabilities of approximately $521,200($30,000) and $408,900,$112,600, respectively related to its Bioprocessing Systems Operations segment.
Investments in marketable securities classified by security type at June 30, 20192021 and 20182020 consisted of the following:
| | | | Unreealized Holding Gain (Loss) | | | Unrealized Holding Gain (Loss) |
| At June 30, 2019: | | |
| At June 30, 2021: | | |
| | | |
| Equity securities | $47,100 | $72,000 | $24,900 | $102,200 | $154,100 | $51,900 |
| Mutual funds | 292,300 | 258,900 | (33,400) | 2,752,400 | 2,766,500 | 14,100 |
| Debt securities | | 832,700 | 824,000 | (8,700) |
| | | |
| | $339,400 | $330,900 | $(8,500) | $3,687,300 | $3,744,600 | $57,300 |
| | | Unrealized Holding Gain (Loss) | | | Unrealized Holding Gain (Loss) |
| At June 30, 2018: | | |
| At June 30, 2020: | | |
| | | |
| Equity securities | $45,700 | $67,800 | $22,100 | $77,600 | $101,900 | $24,300 |
| Mutual funds | 267,800 | 246,900 | (20,900) | 250,300 | 229,900 | (20,400) |
| | | |
| | $313,500 | $314,700 | $1,200 | $327,900 | $331,800 | $3,900 |
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 20192021 AND 2018
In conformity with ASC 205-10 “Presentation of Financial Statements”, as it relates to the comparability of financial statements, because ASU 2016-01 was not implemented retroactively, in order for the amounts presented in the 2019 financial statements to be comparable to the same period in 2018, the following table illustrates the impact the implementation of the standard would have had on the year ended June 30, 2018:
| | | Balance with ASU 2016-01 Adoption
|
Unrealized gain on marketable securities
| $- | $1,200 | $1,200 |
Income before income tax expense
| 1,400 | 1,200 | 2,600 |
Income tax expense
| 161,900 | - | 161,900 |
Net loss
| (160,500) | 1,200 | (159,300) |
| | | | |
Earnings per common share (basic and diluted)
| $(.11) | $- | $(.11) |
| | | | | |
| | | |
| Raw materials | $1,738,300 | $1,488,000 | $2,170,400 | $1,726,400 |
| Work-in-process | 106,400 | 352,700 | 39,600 | 35,700 |
| Finished goods | 747,600 | 427,200 | 767,100 | 778,900 |
| | | |
| | $2,592,300 | $2,267,900 | $2,977,100 | $2,541,000 |
| | | | |
| | | | | | |
| | | | |
Automobiles
| 5
| $22,000 | 5 | $22,000 |
Computer equipment
| 3-5 | 233,900 | 173,400 | 3-5 | 233,500 | 215,300 |
Machinery and equipment
| 3-7
| 986,500 | 870,400 | 3-7 | 1,047,600 | 847,500 |
Furniture and fixtures
| 4-10 | 205,900 | 4-10 | 148,800 | 142,300 |
Leasehold improvements
| 3-10 | 45,300 | 34,200 | 3-10 | 64,400 | 50,300 |
| |
| 1,493,600 | 1,305,900 | |
| | | | | 1,516,300 | 1,277,400 |
| Less accumulated depreciation and amortization | | 1,174,800 | 1,106,400 | | 1,103,700 | 999,100 |
| | | | |
| | | $318,800 | $199,500 | | $412,600 | $278,300 |
Depreciation expense was $67,300$104,600 and $61,200$88,700 for the years ended June 30, 20192021 and 2018,2020, respectively.
6.
Goodwill and Other Intangible Assets
| 6. | Goodwill and Finite Lived 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$4,395,400 at June 30, 20192021 and 2018,257,300 at June 30, 2020, all of which is expected to be deductible for tax purposes.
The components of otherfinite lived intangible assets are as follows:
| | Useful Lives | | | | Useful Lives | | | |
| | (Years)
| | |
| At June 30, 2019: | | | |
| At June 30, 2021: | | | |
| | | | | |
| Technology, trademarks | 5/10 yrs. | $663,800 | $661,700 | $2,100 | 5-10 yrs. | $364,700 | $362,200 | $2,500 |
| Trade names | 6 yrs. | 140,000 | 124,400 | 15,600 | 3-6 yrs. | 592,300 | 152,600 | 439,700 |
| Websites | 5 yrs. | 210,000 | - | 3-7 yrs. | 210,000 | - |
| Customer relationships | 9/10 yrs. | 357,000 | 308,100 | 48,900 | 4-10 yrs. | 372,200 | 102,400 | 269,800 |
| Sublicense agreements | 10 yrs. | 294,000 | 224,100 | 69,900 | 10 yrs. | 294,000 | 283,000 | 11,000 |
| Non-compete agreements | 5 yrs. | 384,000 | - | 4-5 yrs. | 1,060,500 | 308,600 | 751,900 |
| IPR&D | 3 yrs. | 110,000 | - | 3-5 yrs. | 852,100 | 134,800 | 717,300 |
| Other intangible assets | 5 yrs. | 221,700 | 183,200 | 38,500 | |
Patents
| | 5-7 yrs. | 591,500 | 225,900 | 365,600 |
| | | | | |
| | | $2,380,500 | $2,205,500 | $175,000 | | $4,337,300 | $1,779,500 | $2,557,800 |
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 20192021 AND 2018
6.
Goodwill and Other Intangible Assets (Continued)
| | Useful Lives | | | |
| | | | | |
| At June 30, 2018: | | | | |
| | | | | |
| Technology, trademarks | 5/10 yrs. | $662,800 | $613,400 | $49,400 |
| Trade names | 6 yrs. | 140,000 | 101,100 | 38,900 |
| Websites | 5 yrs. | 210,000 | 182,000 | 28,000 |
| Customer relationships | 9/10 yrs. | 357,000 | 294,800 | 62,200 |
| Sublicense agreements | 10 yrs. | 294,000 | 194,800 | 99,200 |
| Non-compete agreements | 5 yrs. | 384,000 | 348,000 | 36,000 |
| IPR&D | 3 yrs. | 110,000 | 110,000 | - |
| Other intangible assets | 5 yrs. | 198,100 | 173,100 | 25,000 |
| | | | |
| | $2,355,900 | $2,017,200 | $338,700 |
| 6. | Goodwill and Finite Lived Intangible Assets (Continued) |
| | Useful Lives | | | |
| At June 30, 2020: | | | | |
| | | | | |
| Technology, trademarks | 5/10 yrs. | $664,700 | $662,000 | $2,700 |
| Trade names | 6 yrs. | 140,000 | 140,000 | - |
| Websites | 5 yrs. | 210,000 | 210,000 | - |
| Customer relationships | 9/10 yrs. | 357,000 | 321,400 | 35,600 |
| Sublicense agreements | 10 yrs. | 294,000 | 253,600 | 40,400 |
| Non-compete agreements | 5 yrs. | 384,000 | 384,000 | - |
| IPR&D | 3 yrs. | 110,000 | 110,000 | - |
Patents
| 5 yrs. | 246,600 | 196,600 | 50,000 |
| | | | |
| | $2,406,300 | $2,277,600 | $128,700 |
Total amortization expense was $190,000$146,900 and $243,900$72,000 in 20192021 and 2018,2020, respectively.
Estimated future amortization expense of intangible assets as of June 30, 20192021 is as follows:
| Year Ended June 30, | | |
| | | |
| 2020 | $70,500 | |
| 2021 | 54,300 | |
| 2022 | 31,700 | $525,700 |
| 2023 | 15,000 | 520,000 |
| 2024 | 3,500 | 508,800 |
| 2025 | | 473,100 |
| 2026 | | 530,200 |
| | | |
| Total | $175,000 | $2,557,800 |
The Company has a Demand Line of Credit through December 20192021 with First National Bank of Pennsylvania which provides for borrowings of up to $300,000 for regular working capital needs, bearing interest at prime, currently 5.25%3.25%. The agreement contains adoes not contain financial covenant requiring the Company to maintain a minimum net worthcovenants and borrowings are also secured by a pledge of the Company’s assets including inventory, accounts receivable, chattel paper, equipment and general intangiblessubstantially all of the assets of the Company.As of June 30, 20192021 and 2018,2020, there were no borrowings outstanding under the line.
| 8. | Payroll Protection Program Loan |
The Company had a $20,000 36-month autoreceived $563,800 and $433,800 in Payroll Protection Program loans in April 2020 and March 2021, respectively, pursuant to the Paycheck Protection Program loan (“PPP”) administered by the U.S. Small Business Administration through April 2019, with its bank, with monthly paymentsbank. The first loan was forgiven in June 2021, and reflected as other income in the accompanying statements of $600 bearingcomprehensive loss , except for $32,700 which was repaid by the Company. The remaining loan bears interest at 4%1% per annum and matures in March 2026 and contains no collateral or guarantee requirements. The Company expects to apply and receive forgiveness for a vehicle used by the Company’s sales manager. The note had an outstanding balance of $5,800 as of June 30, 2018 which was paid in full as of June 30, 2019.second loan.
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 20192021 AND 2018
2020
The Company has a 401(k) profit sharing plan covering all its employees, which provides for voluntary employee salary contributions not to exceed the statutory limitations provided by the Internal Revenue Code. The plan provides for Company matching contribution equal to 100% of employee’s deferral up to 3% of pay, plus 50% of employee’s deferral over 3% of pay up to 5%. Total matching contributions amounted to $69,600$90,700 and $74,500$84,100 for the years ended June 30, 20192021 and 2018,2020, respectively.
10.
Commitments and Contingencies
The Company entered into a lease in August 2014 for its Bohemia, New York premises through February 2025 which requires minimum annual rental payments plus other expenses, including real estate taxes and insurance. The future minimum annual rental expense, computed on a straight-line basis, is approximately $170,000 under the terms of the lease. Rental expense for the Bohemia facility amounted to approximately $187,200 and $183,300 for the years ended June 30, 2019 and 2018, respectively. Accrued rent, payable in future years, amounted to $66,600 and $65,600 at June 30, 2019 and 2018, respectively.
The Company has an operating lease for its facility in Pittsburgh, Pennsylvania, which requires monthly minimum rental payments through November 2020, plus common area expenses. Total rent expense for the Pittsburgh facility was $91,500 and $106,000 for the years ended June 30, 2019 and 2018, respectively. The Company also entered into another operating lease in Pittsburgh for product development and engineering space for its Bioprocessing Systems Operations from June 2019 through November 2020. Rental expense was $2,300 for the year ended June 30, 2019.
In addition, the Company maintains an office in Oradell, New Jersey from which it performs its sales and marketing functions. The Company is obligated under an operating lease for its facility in Oradell, New Jersey, which required monthly minimum rental payments through June 2018, plus common area expenses. The Company is operating under a second one year renewal option through June 30, 2020. However, the Company is currently under negotiations for lease termination at the request of the landlord due to sale of the property, and entering into a new lease of similar terms in the same geographic area. Total rent expense for the New Jersey facility, was $24,300 and $23,000 for the years ended June 30, 2019 and 2018, respectively.
The Company’s approximate future minimum rental payments under all operating leases as of June 30, 2019 are as follows:
| Year Ended June 30, | |
| | |
| 2020 | $284,100 |
| 2021 | 222,500 |
| 2022 | 184,600 |
| 2023 | 190,200 |
| 2024 | 195,900 |
| Thereafter | 91,600 |
| | |
| | $1,168,900 |
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2019 AND 2018
10.
Commitments and Contingencies (Continued)
| 10. | Commitments and Contingencies |
The Company has a three-year employment contract with its President, effective July 1, 2017.2017, which was extended by mutual agreement for each one year periods ending June 30, 2021 and 2022. The agreement providesprovided for an annual base salary of $175,000 for the year ended June 30, 2018, with subsequent annual increases of 3% or the percentage increase in Consumer Price Index (“CPI”), whichever is higher, plus $25,000 cash bonus for the year ended June 30, 2018, and a discretionary bonus for subsequent years. Bonuses totaling $100,000 and $50,000 were awarded for the years ended June 30, 2021 and 2020, respectively. The agreement also providesprovided for a grant of options to purchase 25,000 shares of the Company’s stock, which were granted during the year ended June 30, 2018.
No shares were granted during the year ended June 30, 2019.2021, and 215,366 shares were authorized to be granted by the Board of Directors during the year ended June 30, 2020, which shares were not available and subject to amendment to the Company’s 2012 Stock Option Plan which was approved in February 2021. The agreement also contains a provision that within one year of a change of control, if either the Company terminates the employment for any reason other than for "cause" or the Presidents terminates her employment for "good reason", the President will have the right to receive a lump sum payment equal to three times the average of her total annual compensation paid for the last five years preceding such termination.
The Company has a three-year employment contract with its President of the Genie Products Division of the Benchtop Laboratory Equipment Operations and Corporate Secretary effective July 1, 2017.2017, which was extended by mutual agreement for each one year period ending June 30, 2021 and 2022. The agreement provides for an annual base salary of $153,000 for the year ended June 30, 2018, with subsequent annual increases of 3% or percentage increase in the CPI, whichever is higher, plus $10,000 cash bonus for the year ended June 30, 2018, and a discretionary bonus for subsequent years. No bonus was awarded for the year ended June 30, 2021 and a $5,000 bonus was awarded in 2020. The agreement also provides for a grant of options to purchase 7,500 shares of the Company’s stock, which were granted during the year ended June 30, 2018. No sharesoptions were granted during the year ended June 30, 2019.
The Company has a three-year employment contract with its Vice President of Corporate Development and Strategy and Vice president of Sales and Marketing of Altamira Instruments, Inc. effective July 1, 2017. The agreement provides for an annual base salary of $155,000 for the year ended June 30, 2018, with subsequent annual increases of 3%2021 or percentage increase in the CPI, whichever is higher, plus $10,000 cash bonus for the year ended June 30, 2018, and a discretionary bonus for subsequent years. The agreement also provides for a grant of options to purchase 7,500 shares of the Company’s stock, which were granted during the year ended June 30, 2018. No shares were granted during the year ended June 30, 2019.2020.
The Company has a three-year employment contract with its President and Director of Marketing of Torbal Products Division of the Benchtop Laboratory Equipment Operations and Director of Marketing effective July 1, 2017.2017, which was extended by mutual agreement for each one year periods ending June 30, 2021 and 2022. The agreement provides for an annual base salary of $157,000 for the year ended June 30, 2018, with subsequent annual increases of 4% or percentage increase in the CPI, whichever is higher, plus $10,000 cash bonus for the year ended June 30, 2018 and subsequent years, subject to a minimum increase of 5% in the divisions’ EBITDA for the related year. The agreement also provides for a grant of options to purchase 7,500 shares of the Company’s stock, which were granted during the year ended June 30, 2018. No sharesoptions were granted during the year ended June 30, 2019.2021 or 2020. A performance-based bonus of $10,000 was awarded the years ended June 30, 2020. No bonus was awarded for the year ended June 30, 2019.2021.
The Company has a two-year agreement with its President of Altamira Instruments, Inc. effective July 1, 2017, which was extended by mutual agreement through June 30, 2020. The agreement provides for an annual base salary of $120,000 and $110,000 for the years ended June 30, 2019 and 2018, respectively, plus incentive pay based on achievement of certain revenue and income levels, which were not achieved in both fiscal years and therefore there was no incentive pay. The agreement also provides for a grant of options for an aggregate of 10,000 shares of the Company’s common stock, which were granted during the year ended June 30, 2018. No shares were granted during the year ended June 30, 2019.
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 20192021 AND 2018
2020
10.
| 10. | Commitments and Contingencies (Continued) |
The Company has a three-year employment contract with its President of Scientific Bioprocessing, Inc., effective July 1, 2020. The agreement provides for an annual base salary of $175,000, with subsequent annual increases of 3% or percentage increase in Consumer Price Index (“CPI”), whichever is higher, plus discretionary bonuses. The agreement also provides for a grant of options to purchase 215,366 shares which were authorized to be granted by the Board of Directors during the year ended June 30, 2020, which shares were not available and Contingencies (Continued)subject to amendment to the Company’s 2012 Stock Option Plan which was approved in February 2021. Prior to July 1, 2020, the officer had a consulting agreement, which terminated upon becoming an employee of the Company. Consulting fees paid under this agreement amounted to $145,000 for the year ended June 30, 2020, respectively plus stock options valued at $36,000 were granted as part of the total compensation under the consulting agreement, for the year ended June 30, 2020. Bonuses amounting to $100,000 were awarded during the year ended June 30, 2021 and $50,000 in 2020. The employment agreement contains termination provisions stipulating that if the Company terminates the employment other than for death, disability, or cause (as such term is defined therein), or if employee resigns for "good reason"(as such term is defined in the agreement) , the Company shall pay severance payments equal to either one year's salary at the rate of the compensation at the time of termination is employee is terminated within 12 months of the date of the agreement or six months' salary is the employee is terminated after 12 months of the date of the agreement, continue to pay the regular benefits provided by the Company for the period equal to the length of the severance payments and pay a pro rata portion of any bonus achieved prior to such termination of employment.
On April 30, 2021, the Company entered into an employment agreement with each of the four managing directors and sellers of Aquila for an indefinite term, which can be terminated by either party upon six months’ written notice in accordance with German law. The agreements, which are identical, stipulate that in calendar year 2021, the employees will receive a salary of 105,000 euros, and a guaranteed bonus of 45,000 euros for a total of 150,000 euros per year on a pro-rata basis, and in calendar year 2022, they will receive a salary of 105,000 euros and a bonus of 45,000 euros, subject to the achievement by aquila of certain targets. In addition, the employment agreements included a one time retention bonus of 10,000 euros upon closing of the acquisition which was paid in May 2021 by Aquila, and a retention bonus of 25,000 euros if the employee does not terminate his employment with the Company within two years after the agreement date or the Company does not terminate his employment for good cause.
The Company has a consulting agreement, which expires on December 31, 2019,2021, with an affiliatea Director of the Chairman of the Board of DirectorsCompany and his affiliate for marketingproduct development consulting services. The agreement provides that the consultant be paid a monthly retainer fee of $3,600 for$9,000, plus a certain numbergrant of consulting days as defined in20,000 options which were awarded during the agreement.year ended June 30, 2020. Consulting expense related to this agreement amounted to $43,200$108,000 and $76,200 for each of the years ended June 30, 20192021 and 2018,2020, respectively.
TheOn July 20, 2020, the Company hasentered into a two-year consulting agreement which expires December 31, 2019, with another membera Director and Chairman of itsthe Board of DirectorsSBI for administrative servicesconsulting on strategic matters of the Company’s Bioprocessing Systems Operations. The agreement provided that the consultant be paid ata monthly retainer of 5,000 euros which was increased to 12,500 euros effective March 2021 plus the rateissuance of $85 per hour.125,000 stock options of the Company which were awarded during the year ended June 30, 2021. Consulting expense related to this agreement amounted to $18,200 and $7,000 for the years ended June 30, 2019 and 2018, respectively.
The Company entered into a new consulting agreement during the year ended June 30, 2019, which expired in August 2019. This consulting agreement is expected to be renewed for another six months with a member of its Board of Directors as it relates to its Bioprocessing Systems Operations. Consulting expense related to this agreement amounted to $40,000$207,900 for the year ended June 30, 2019.2021 and none in 2020, respectively.
The Company is required to make payments of 30% of the net royalties received from the license and sublicense acquired in the SBI acquisition in fiscal 2014.2014 through December 2023, at which time the related patents will expire. Total contingent consideration payments made for this acquisition amounted to $311,200$168,000 and $142,700$372,600 for the years ended June 30, 20192021 and 2018,2020, respectively.
The fair value of contingent consideration estimated to be paid as of June 30, 2019 is as follows:
| Year ended June 30, | |
| | |
| 2020 | $268,000 |
| 2021 | 228,000 |
| 2022 | 54,000 |
| 2023 | 46,000 |
| 2024 | 22,000 |
| | |
| | $618,000 |
The reconciliation of the provision for income taxes at the federal statutory rate of 21% to the actual tax expense or benefit for the applicable fiscal year was as follows:
| | | |
| | | |
| Computed “expected” income tax (benefit) | $161,700 | $300 |
| Research and development credits | (24,300) | (32,700) |
| Change in tax rate | -
| 224,300 |
| Other, net | (12,800) | (30,000) |
| | | |
| Income tax expense | $124,600 | $161,900 |
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2021 AND 2020
| 10. | Commitments and Contingencies (Continued) |
The fair value of contingent consideration estimated to be paid as of June 30, 2021 is as follows:
| Year ended June 30, | |
| | |
| 2022 | $136,600 |
| 2023 | 12,000 |
| 2024 | 11,400 |
| | |
| | 160,000 |
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 which was amended in September 2021 to increase the space by approximately 25% and lease term through approximately October 2028, a facility in Pittsburgh, Pennsylvania for its Bioprocessing Systems Operations through May 2023, and a facility for sales and administration in Orangeburg, New York through October 2022. The Company had a lease for its discontinued operations through November 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, 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.
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.
SCIENTIFIC INDUSTRIES, INC. AND 2018SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2021 AND 2020
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 June 30, 2021, the weighted-average remaining lease term for operating lease liabilities was approximately 2.68 years and the weighted-average discount rate was 5.0%. Total cash payments under these leases were $289,100 for the year ended June 30, 2021, of which $277,300 was recorded as lease expense.
The Company’s approximate future minimum rental payments under all leases existing at June 30, 2021, through January 2025 are as follows:
| Year ended June 30, | |
| | |
| 2022 | $260,300 |
| 2023 | 245,300 |
| 2024 | 195,900 |
| 2025 | 91,600 |
| | |
| Total future minimum payments | $793,100 |
| Less: Imputed interest | (62,100) |
| Total Present Value of Operating Lease Liabilities | $731,000 |
The reconciliation of the provision for income taxes at the federal statutory rate of 21% to the actual tax benefit for the applicable fiscal year was as follows:
| | | |
| | | |
| Computed “expected” income tax benefit | $(1,014,300) | $(239,400) |
| Research and development credits | (93,900) | (89,400) |
| Rate changes and NOL carrybacks | - | (122,600) |
Incentive Stock Option Expense
| 59,500 | 13,800 |
PPP Loan Foregivness
| (111,700) | 0 |
| Other, net | (7,900) | 1,000 |
| | | |
| Income tax benefit | $(1,152,500) | $(436,600) |
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2021 AND 2020
| 12. | Income Taxes (Continued) |
Deferred tax assets and liabilities consist of the following:
| | | | | |
| Deferred tax assets: | | |
| Amortization of intangible assets | $303,900 | $326,500 | |
Amortization of intangible assets, including goodwill
| | $374,000 | $329,700 |
| Research and development credits | | 164,600 | 89,400 |
| Various accruals | 173,600 | 54,700 | 64,600 | 150,700 |
| Stock options expense | | 383,200 | - |
| Net operating loss | | 1,515,800 | - |
| Other | 13,300 | 48,200 | 24,900 | 19,400 |
| | | 2,527,100 | 589,200 |
| | 490,800 | 429,400 | |
| Deferred tax liability: | | |
Depreciation of property and equipment
| (59,700) | (36,800) | |
| Depreciation of property and amortization of goodwill | | (37,200) | (52,100) |
| | | |
| Net deferred tax assets | $431,100 | $392,600 | $2,489,900 | $537,100 |
The company has incurred cumulatively $715,800 of US net operating losses and $800,300 of German net operating losses as of June 30, 2021. These will be carried forward indefinitely without expiration, until fully utilized. The company expects to fully utilize these losses to offset taxable income in future years.
ASC No. 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC No. 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. As of June 30, 20192021 and 2018,2020, the Company did not have any unrecognized tax benefits related to various federal and state income tax matters.
The Company’s policy is to recognize interest and penalties on any unrecognized tax benefits as a component of income tax expense. The Company does not have any accrued interest or penalties associated with any unrecognized tax benefits. The Company is subject to U.S. federal income tax, as well as various state jurisdictions. The Company is currently open to audit under the statute of limitations by the federal and state jurisdictions for the years ended June 30, 20162018 and after. The Company does not anticipate any material amount of unrecognized tax benefits within the next 12 months.
Option activity is summarized as follows:
| | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| Shares under option: | | | | |
| Outstanding, beginning of year | 92,000 | $3.15 | 34,500 | $3.25 |
| Granted | 6,705 | 4.54 | 57,500 | 3.08 |
| Exercised | - | - | - | - |
| Forfeited | 1,500 | 3.27 | - | - |
| | | | | |
| Outstanding, end of year | 97,205 | 3.24 | 92,000 | 3.15 |
| | | | | |
| Options exercisable at year-end | 50,167 | $3.29 | 28,834 | $3.46 |
| | | | | |
| Weighted average fair value per share of options granted during the fiscal year | - | $1.79 | - | $1.64 |
Equity awards are measured at each reporting period. Compensation costs are recognized over the period that an employee provides service in exchange for the award. During the years ended June 30, 2021 and 2020, the Company granted 1,094,171 and 25,881 options, respectively, to employees that had a fair value of $7,929,600 and $144,500, respectively. The fair value of the options granted during the years ended June 30, 2021 and 2020, were determined using the Black-Scholes-Merton option-pricing model. The weighted average assumptions used for the years ended June 30, 2021 and 2020, was an expected life of 10 years; risk free interest rate of 1.40% and .89%; volatility of 66% and 74%, and dividend yield of 0% and .08%, respectively. The Company declared no dividends for the years ending June 30, 2021 or 2020. The weighted-average fair value per share of the options granted during the years ended June 30, 2021 and 2020, was $7.25 and $5.58, respectively, and total stock-based compensation costs were $2,108,000 and $65,800 for the years ended June 30, 2021 and 2020, respectively. Stock-based compensation costs related to nonvested awards expected to be recognized in the future are $5,935,000 and $113,400 as of June 30, 2021 and 2020, respectively.
F-19The stockholders approved an amendment to the Company’s 2012 Stock Option Plan (“Plan”) to increase the number of shares available 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, were registered by the Company on a Form S-8 Registration Statement with the Securities and Exchange Commission on March 15, 2021. The Company’s Board of Directorsauthorized 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 Vice President of Sales-Americas of Company’s Bioprocessing Systems.
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 20192021 AND 20182020
13.
| Stock Options (Continued)
|
Option activity is summarized as follows:
| | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| Shares under option: | | | | |
| Outstanding, beginning of year | 96,586 | $4.35 | 97,205 | $3.24 |
| Granted | 1,094,171 | 9.07 | 25,881 | 7.47 |
| Exercised | (1,000) | 3.05 | (24,000) | 3.35 |
| Forfeited | (9,000) | 3.11 | (2,500) | 3.08 |
| | | | | |
| Outstanding, end of year | 1,180,757 | $8.73 | 96,586 | $4.35 |
| | | | | |
| Options exercisable at year-end | 296,821 | $7.69 | 49,236 | $3.29 |
| | | | | |
| Weighted average fair value per share of options granted during the fiscal year | | $7.25 | | $5.58 |
Stock Options (Continued)
| As of June 30, 2019 Options Outstanding | As of June 30, 2019 Exercisable |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
$2.91 - $3.08 | 70,500 | 7.81 | $3.07 | 30,167 | $2.80 |
| | | | | |
| 26,705 | 5.57 | $4.02 | 20,000 | $3.84 |
| | | | | |
| 97,205 |
|
| 50,167 |
|
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2021 AND 2020
| 13. | Stock Options (Continued) |
| As of June 30, 2021 Options Outstanding | As of June 30, 2021 Exercisable |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
$5.35 - $ 11.30 | 1,120,052 | 9.35 | $9.03 | 238,351 | $8.76 |
| | | | | |
$2.91 - $ 4.65 | 60,705 | 5.28 | $3.36 | 58,470 | $3.32 |
| | | | | |
| 1,180,757 | | | 296,821 | |
| As of June 30, 2020 Options Outstanding | As of June 30, 2020 Exercisable |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
$5.35 - $ 11.30 | 25,881 | 9.87 | $7.47 | - | $0.00 |
| | | | | |
$2.91 - $ 4.65 | 70,705 | 6.46 | $3.33 | 49,236 | $3.29 |
| | | | | |
| 96,586 | | | 49,236 | |
| As of June 30, 2018 Options Outstanding | As of June 30, 2018 Exercisable |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
$3.50 - $4.05 | 20,000 | 5.13 | $3.84 | 20,000 | $3.84 |
| | | | | |
| 72,000 | 8.63 | $3.07 | 8,834 | $3.06 |
| | | | | |
| 92,000 |
|
| 28,834 |
|
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2021 AND 2020
13.
Earnings (Loss) Per Common Share
Earnings (loss) per common share data was computed as follows:
| 14. | Earnings (Loss) Per Common Share |
| | | |
| | | |
| Net income (loss) | $645,600 | $(160,500) |
| | | |
| Weighted average common shares outstanding | 1,494,112 | 1,494,112 |
| Effect of dilutive securities | 18,066 | - |
| Weighted average dilutive common shares outstanding | 1,512,178 | 1,494,112 |
| | | |
| Basic and diluted earnings (loss) per common share | $.43 | $(.11) |
| | | |
| | | |
| Weighted average number of common shares outstanding | 3,189,602 | 1,515,103 |
| Effect of dilutive securities: | - | - |
| Weighted average number of dilutive common shares outstanding | 3,189,602 | 1,515,103 |
| | | |
| Basic and diluted loss per common share: | | |
| | | |
| Continuing operations | $(0.97) | $(.30) |
| Discontinued operations | $(0.18) | $(.16) |
| Consolidated operations | $(1.15) | $(.46) |
Approximately 1,60088,691 and 92,0002,481,783 shares of the Company's common stock issuable upon the exercise of outstandingstock options and warrants, respectively, were excluded from the calculation of diluted earnings per common share for the years ended June 30, 2019 and 2018, respectively, because the effect would be anti-dilutive.anti-dilutive due to the loss for the year ended June 30, 2021. Approximately 54,513 and 1,349,850 shares of the Company's common stock issuable upon the exercise of stock options and warrants, respectively, were excluded from the calculation because the effect would be anti-dilutive due to the loss for the year ended June 30, 2020.
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2021 AND 2020
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 3,000,000shares from 7,000,000 to 10,000,000 shares, and a further amendment was approved by a majority of the Company’s shareholders on June 17, 2021 increasing the authorized shares to 15,000,000.
On June 18, 2020, the Company entered into a securities purchases agreement in the amount of $6,074,400 with several accredited investors for the sale and issuance of 1,349,850 shares of the Company’s Common Stock at an offering price of $4.50 per share and warrants to purchase up to 1,349,850 shares of the Company’s Common Stock exerciseable at $9.00 per share. The issuance cost realated to this stock issuance amounted to approximately $70,000. The proceeds were used to fund the operations of the Company’s Bioprocessing Systems Operations. The warrants were immediately exercisable and expire five years from the date of issuance. If at any time commencing twelve months from the date of the agreement, but before the expiration of the warrant, the volume weighted average price of the Company’s Common Stock exceeds $18 per share for each of thirty consecutive days, the Company may at any time in its sole discretion, call for the exercise of the Warrants, in their entirety.
On April 29, 2021, the Company received proceeds of approximately $7,580,400 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 exercisable at $9.50 per share. The issuance costs related to this stock issuance amounted to approximately $581,000. In June 2021, the Company received an additional $9.5 million through the sale of an additional 2,000,000 shares of the Company’s Common Stock at $4.75 per share which also included warrants to purchase up to 999,993 of the Company's Common Stock exercisable at $9.50 per share. The issuance costs related to this stock issuance amounted to approximately $425,400. These warrants are exercisable immediately and expire five years from date of issuance. The Company utilized the services of brokers for both transactions and incurred a total of approximately $1.0 million in issuance related costs for broker and legal fees. The Company was required under a registration rights agreement to register the shares, which it did through an S-1 Registration Statement filed with the Securities and Exchange Commission, which became effective on August 13, 2021. The proceeds were used for the Aquila acquisition with the remainder being used to fund the Bioprocessing Systems Operations.
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2021 AND 2020
16. Acquisition of Aquila Biolabs GmbH
Effective April 29, 2021, pursuant to a Stock Purchase Agreement ("SPA") the Company acquired all the outstanding capital stock of Aquila biolabs GmbH, a German start-up company engaged from its facility in Baesweiler, Germany in the design, production, and sale of bioprocessing systems and products which focus on the control and analysis of bioprocesses in bioreactors and incubation shakers for an aggregate purchase price of $7,880,100 in cash upon closing. Aquila’s principal customers are universities, pharmaceutical companies, and industrial companies. The products are sold primarily on a direct basis and to a lesser extent, through distributors.
The acquisition was accounted for under the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”) in which the Company is treated as the accounting acquirer. In accordance with ASC 805, the assets acquired and liabilities assumed have been measured at fair value.
For purposes of measuring the estimated fair value, where applicable, of the assets acquired and liabilities assumed, as reflected in the unaudited pro forma condensed consolidated financial information, the guidance in ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) has been applied, which establishes a framework for measuring fair value. In accordance with ASC 820, fair value is an exit price and is defined as “the price 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.” Under ASC 805, acquisition-related transaction costs and acquisition-related restructuring charges are not included as components of consideration transferred but are accounted for as expenses in the period in which the costs are incurred.
Management of the Company allocated the purchase price based on its valuation of the assets acquired and liabilities assumed as follows:
| | Useful life |
| Fair value of assets acquired | | |
| | |
| Current assets: | | |
| | |
| Cash and cash equivalents | $201,100 | |
| Accounts receivable | 159,200 | |
| Inventory | 187,500 | |
| Prepaid expenses and other current assets | 25,400 | |
| Property, plant and equipment | 40,200 | |
| Deferred tax asset | 800,300 | |
| Tradename | 452,300 | 6 years |
| Non-compete agreements | 784,500 | 4 years |
| IPR&D | 742,100 | 5 years |
| Customer relationships | 252,200 | 9 years |
| Patents and other intangibles | 286,200 | 7 years |
| Total assets acquired | $3,931,000 | |
| | |
| Fair value of liabilities assumed: | | |
| | |
| Accounts payable | $(39,300) | |
| Accrued expenses | (90,300) | |
| Other current liabilities | (59,400) | |
| Total liabilities assumed | (189,000) | |
| | |
| Total identifiable net assets | 3,742,000 | |
| Fair value of consideration transferred | 7,880,100 | |
| Goodwill | $4,138,100 | |
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2021 AND 2020
16. Acquisition of Aquila Biolabs GmbH (continued)
Accounting Periods Presented
Aquila’s fiscal year ended on December 31. Its historical results have been aligned to more closely conform to the Company’s June 30 fiscal year end by taking Aquila’s interim financial results for six months ended December 31, 2019 and for the six months ended June 30, 2020. In addition, certain historical Aquila balances have been reclassified to conform to the pro forma consolidated presentation. There were no transactions between the two companies during the period presented. No pro forma adjustments were made to conform Aquila’s accounting policies which follow Germany’s generally accepted accounting principles (“German GAAP”) to the Company’s accounting principles, as any differences were deemed immaterial.
Unaudited Pro forma information is as follows:
(In $000’s) | |
Revenues | $9,346 |
Net loss | (1,650) |
Earnings per share | |
Diluted | $(0.37) |
Basic | (0.37) |
| |
These pro forma results do not represent financial results that would have been realized had the acquisition actually occurred on July 1, 2019, nor are they intended to be a projection of future results. For additional information, please refer to the Company’s current report on Form 8-KA, filed on July12, 2021.
17.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: | | |
| Accounts receivable | $52,000 | $- |
| Inventories | 3,300 | 343,700 |
| Property and equipment, net | - | 1,400 |
| Goodwill | - | 447,900 |
| | | |
| Discontinued operations | $55,300 | $793,000 |
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2021 AND 2020
17.Discontinued Operations(continued)
| Liabilities: | | |
| Accounts payable | $- | $20,100 |
| Accrued expenses and taxes | 20,700 | 120,700 |
| Contract liabilities | 16,500 | 69,000 |
| Operating lease liabilities, current portion | - | 31,100 |
| | | |
| | $37,200 | $240,900 |
| |
| | | |
| Revenues | $387,700 | $785,900 |
| Cost of goods sold | 471,800 | 869,900 |
| Gross profit | (84,100) | (84,000) |
| Selling, general and administrative expenses | 280,400 | 388,500 |
| Loss from operations | (364,500) | (472,500) |
| Loss on disposal | (405,400) | -- |
| Loss before income tax benefit | (769,900) | (472,500) |
| Income tax benefit, all deferred | (207,400) | (222,600) |
| Net income (loss) attributable to discontinued operations | $(562,500) | $(249,900) |
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 twelve months ended June 30, 2021 and June 30, 2020 was ($75,000) and $66,100, respectively. Cash provided by investing activities from discontinued operations for the twelve months ended June 30, 2021 was $440,000 and $2,200 for the twelve months ended June 30, 2020. There was no cash provided or used by the discontinued operations for financing activities for both the current and prior year periods.
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