10-Q
1
a12312010q.htm
10-Q
a12312010q
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
 
 
☒
QUARTERLY REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 
For the
quarterly period ended December 31,
2020
 
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the
transition period from ________to________
 
Commission file number 0-6658
 
SCIENTIFIC INDUSTRIES, INC.
(Exact
Name of Registrant in Its Charter)
 
 
Delaware
04-2217279
(State or other jurisdiction of incorporation or
organization)
(I.R.S. Employer Identification No.)
 
 
80 Orville Drive, Suite 102, Bohemia, New York
11716
(Address of principal executive offices)
(Zip Code)
 
 
(631) 567-4700
(Registrant’s telephone number, including area
code)
 
Not Applicable
(Former name, former address and former fiscal year, if changed
since last report)
 
 
Indicate
by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports) and (2) has been subject to such filing requirements for
the past 90 days.
☒ Yes ☐ No
 
Indicate
by check mark whether the registrant has submitted electronically
and posted on its corporate Website, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of
Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). ☒ Yes ☐ No
 
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange
Act.
 
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☐ (Do
not check if a smaller reporting company)
Smaller reporting company ☒
 
Emerging Growth ☐
 
Indicate
by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the
Act)
Yes ☐
No ☒
 
The
number of shares outstanding of the registrant’s common
stock, par value $.05 per share (“Common Stock”) as of
February 8, 2021 is 2,861,263 shares.
 
 
 
 
 
 
 
 
SCIENTIFIC INDUSTRIES, INC.
 
Table
of Contents
 
 
 
 
PART I - Financial Information
 
 
 
 
Item
1 .
CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
 
 
 
 
Condensed
Consolidated Balance Sheets
2
 
 
 
 
Condensed Consolidated Statements of Operations
3
 
 
 
 
Condensed
Consolidated Statements of Changes in Shareholders’
Equity
4
 
 
 
 
Condensed
Consolidated Statements of Cash Flows
5
 
 
 
 
Notes
to Unaudited Condensed Consolidated Financial
Statements
6
 
 
 
Item
2 .
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
15
 
 
 
Item
4.
CONTROLS
AND PROCEDURES
17
 
 
 
PART
II - Other Information
 
 
 
 
 
 
Item 6.
EXHIBITS
AND REPORTS ON FORM 8-K
17
 
 
 
S IGNATURE
 
18
 
 
 
 
 
 
 
PART I – FINANCIAL INFORMATION
Item 1. Financial
Statements
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 
ASSETS
 
 
 
December 31,
2020
 
 
June
30, 2020
 
Current
assets:
 
(Unaudited)
 
 
 
 
Cash and cash
equivalents
  $ 1,111,300  
  $ 7,559,700  
Investment
securities
    5,784,800  
    331,800  
Trade accounts
receivable, less allowance for doubtful accounts of $11,600 at
December 31, 2020 and June 30, 2020
    1,554,500  
    1,064,000  
Inventories
    2,639,200  
    2,541,000  
Income tax
receivable
    333,600  
    334,800  
Prepaid expenses
and other current assets
    316,000  
    112,400  
Assets of
discontinued operations
    -  
    793,000  
Total current
assets
    11,739,400  
    12,736,700  
 
       
       
Property and
equipment, net
    310,700  
    278,300  
 
       
       
Intangible assets,
net
    128,100  
    128,700  
 
       
       
Goodwill
    257,300  
    257,300  
 
       
       
Other
assets
    57,900  
    56,000  
 
       
       
Deferred
taxes
    811,100  
    537,100  
 
       
       
Operating lease
right-of-use assets
    765,100  
    803,300  
 
       
       
Total
assets
  $ 14,069,600  
  $ 14,797,400  
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
Current
liabilities:
 
 
 
 
 
 
Accounts
payable
  $ 584,000  
  $ 334,600  
Accrued expenses
and taxes
    378,400  
    679,000  
    Contract
liabilities
    -  
    20,000  
Contingent
consideration, current portion
    97,600  
    111,000  
Bank
overdraft
    225,000  
    43,100  
Liabilities of
discontinued operations
    151,500  
    240,900  
Operating lease
liabilities, current portion
    128,000  
    195,800  
Payroll Protection
Program loan
    563,800  
    563,800  
Total current
liabilities
    2,128,300  
    2,188,200  
 
       
       
Contingent
consideration payable, less current portion
    247,000  
    247,000  
Operating lease
liabilities, less current portion
    711,300  
    640,800  
 
       
       
Total
liabilities
    3,086,600  
    3,076,000  
Shareholders’
equity:
       
       
Common stock, $.05
par value; 7,000,000 shares authorized; 2,881,065 shares issued; 2,861,263 shares
outstanding at December 31, 2020 and June 30,
2020
    144,100  
    144,100  
       Additional
paid-in capital
    8,745,700  
    8,608,300  
       Retained
earnings
    2,145,600  
    3,021,400  
 
    11,035,400  
    11,773,800  
Less common stock
held in treasury at cost, 19,802 shares
    52,400  
    52,400  
 
       
       
Total
shareholders’ equity
    10,983,000  
    11,721,400  
 
       
       
Total liabilities
and shareholders’ equity
  $ 14,069,600  
  $ 14,797,400  
 
2
 
 
 
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
 
 
 
For
the Three
Month
Period
Ended
December
31,
 
 
For
the Three
Month
Period
Ended
December
31,
 
 
For
the Six
Month
Period
Ended
December
31,
 
 
For
the Six
Month
Period
Ended
December
31,
 
 
 
2020
 
 
2019
 
 
2020
 
 
2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
  $ 2,717,400  
  $ 2,232,800  
  $ 4,736,500  
  $ 4,098,300  
 
       
       
       
       
Cost of
revenues
    1,311,300  
    1,052,500  
    2,273,700  
    1,942,000  
 
       
       
       
       
Gross
profit
    1,406,100  
    1,180,300  
    2,462,800  
    2,156,300  
 
       
       
       
       
Operating
expenses:
       
       
       
       
General and
administrative
    536,900  
    478,400  
    1,056,100  
    948,400  
Selling
    778,900  
    280,600  
    1,272,800  
    535,400  
Research and
development
    329,700  
    260,000  
    574,000  
    496,400  
 
       
       
       
       
Total operating
expenses
    1,645,500  
    1,019,000  
    2,902,900  
    1,980,200  
 
       
       
       
       
Income (loss) from
operations
    (239,400 )
    161,300  
    (440,100 )
    176,100  
 
       
       
       
       
    Other
income:
       
       
       
       
    Other
income, net
    18,200  
    2,900  
    16,200  
    2,200  
    Interest
income
    35,300  
    9,200  
    48,900  
    9,700  
Total other income,
net
    53,500  
    12,100  
    65,100  
    11,900  
 
       
       
       
       
Income (loss)
before income tax expense (benefit)
    (185,900 )
    173,400  
    (375,000 )
    188,000  
 
       
       
       
       
Income tax expense
(benefit):
       
       
       
       
Current
    -  
    -  
    -  
    -  
Deferred
    (47,600 )
    34,100  
    (94,100 )
    52,000  
 
       
       
       
       
Total income tax
expense (benefit) from continuing operations
    (47,600 )
    34,100  
    (94,100 )
    52,000  
 
       
       
       
       
Net income (loss)
from continuing operations
    (138,300 )
    139,300  
    (280,900 )
    136,000  
 
       
       
       
       
Discontinued
operations (Note 9):
       
       
       
       
 
       
       
       
       
     Loss
from discontinued operations (including loss on
     disposal
of $405,400), in 2020 periods
    (639,500 )
    (170,400 )
    (774,800 )
    (260,700 )
 
     Income
tax benefit, deferred
    (165,300 )
    (34,700 )
    (179,900 )
    (72,100 )
 
       
       
       
       
     Net
loss from discontinued operations
    (474,200 )
    (135,700 )
    (594,900 )
    (188,600 )
 
       
       
       
       
Net income
(loss)
  $ (612,500 )
  $ 3,600  
  $ (875,800 )
  $ (52,600 )
 
       
       
       
       
Basic and diluted
(loss) per common share
       
       
       
       
 
       
       
       
       
Continuing
operations
  $ (.05 )
  $ .09  
  $ (.10 )
  $ .09  
 
       
       
       
       
Discontinued
operations
  $ (.17 )
  $ (.09 )
  $ (.21 )
  $ (.13 )
 
       
       
       
       
Consolidated
operations
  $ (.22 )
  $ .00  
  $ (.31 )
  $ (.04 )
 
       
       
       
       
 
       
       
       
       
See
notes to unaudited condensed consolidated financial
statements.
 
  3
 
 
 
 
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS'
EQUITY (UNAUDITED)
 
 
 
 
 
 
Additional
 
 
 
 
 
 
 
 
Total
 
 
 
Common
Stock
 
 
Paid-in
 
 
Retained
 
 
Treasury
Stock
 
 
Shareholders’
 
Fiscal Year
2021:
 
Shares
 
 
Amount
 
 
Capital
 
 
Earnings
 
 
Shares
 
 
Amount
 
 
Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, July 1,
2020
    2,881,065  
  $ 144,100  
  $ 8,608,300  
  $ 3,021,400  
    19,802  
  $ 52,400  
  $ 11,721,400  
 
       
       
       
       
       
       
       
Net
loss
    -  
    -  
    -  
    (263,300 )
    -  
    -  
    (263,300 )
 
       
       
       
       
       
       
       
Stock-based
compensation
    -  
    -  
    61,300  
    -  
    -  
    -  
    61,300  
 
       
       
       
       
       
       
       
Balance, September
30, 2020
    2,881,065  
    144,100  
    8,669,600  
    2,758,100  
    19,802  
    52,400  
    11,519,400  
 
       
       
       
       
       
       
       
Net
loss
    -  
    -  
    -  
    (612,500 )
    -  
    -  
    (612,500 )
 
       
       
       
       
       
       
       
Stock-based
compensation
    -  
    -  
    76,100  
    -  
    -  
    -  
    76,100  
 
       
       
       
       
       
       
       
Balance, December
31, 2020
    2,881,065  
  $ 144,100  
  $ 8,745,700  
  $ 2,145,600  
    19,802  
  $ 52,400  
  $ 10,983,000  
 
       
       
       
       
       
       
       
 
 
 
 
 
 
 
Additional
 
 
 
 
 
 
 
 
Total
 
 
 
Common
Stock
 
 
Paid-in
 
 
Retained
 
 
Treasury
Stock
 
 
Shareholders’
 
Fiscal Year
2020:
 
Shares
 
 
Amount
 
 
Capital
 
 
Earnings
 
 
Shares
 
 
Amount
 
 
Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, July 1,
2019
    1,513,914  
  $ 75,700  
  $ 2,592,700  
  $ 3,724,700  
    19,802  
  $ 52,400  
  $ 6,340,700  
 
       
       
       
       
       
       
       
Net
loss
    -  
    -  
    -  
    (56,200 )
    -  
    -  
    (56,200 )
 
       
       
       
       
       
       
       
Stock options
exercised
    2,000  
    100  
    6,900  
    -  
    -  
    -  
    7,000  
 
       
       
       
       
       
       
       
Stock-based
compensation
    -  
    -  
    17,700  
    -  
    -  
    -  
    17,700  
 
       
       
       
       
       
       
       
Balance, September
30, 2019
    1,515,914  
    75,800  
    2,617,300  
    3,668,500  
    19,802  
    52,400  
    6,309,200  
 
       
       
       
       
       
       
       
Net
income
    -  
    -  
    -  
    3,600  
    -  
    -  
    3,600  
 
       
       
       
       
       
       
       
Stock options
exercised
    6,661  
    300  
    (300 )
    -  
    -  
    -  
    -  
 
       
       
       
       
       
       
       
Stock-based
compensation
    -  
    -  
    17,700  
    -  
    -  
    -  
    17,700  
 
       
       
       
       
       
       
       
Balance, December
31, 2019
    1,522,575  
  $ 76,100  
  $ 2,634,700  
  $ 3,672,100  
    19,802  
  $ 52,400  
  $ 6,330,500  
 
       
       
       
       
       
       
       
 
 
 
 
 
 
 4
 
 
SCIENTIFIC
INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)  
 
 
For
the Six Month Period Ended December 31,
 
 
For
the Six Month Period Ended December 31,
 
 
 
2020
 
 
2019
 
Operating
activities:
 
 
 
 
 
 
Net
loss
  $ (875,800 )
  $ (52,600 )
       Adjustments
to reconcile net loss used in operating activities:
       
       
            Gain
(loss) on sale of investments
    (33,300 )
    (3,100 )
            Unrealized
holding gain (loss) on investments
    25,700  
    (1,200 )
            Depreciation
and amortization
    83,000  
    82,400  
            Deferred
income taxes
    (274,000 )
    (20,100 )
            Loss
on disposal of subsidiary
    405,400  
    -  
            Stock-based
compensation
    137,400  
    35,400  
            Changes
in operating assets and liabilities:
    -   
    -   
Trade accounts
receivable
    (490,500 )
    161,700  
Inventories   
   
    (53,500 )
    (411,500)  
Right - of- use
assets
    38,200  
    (930,700 )
Income tax
receivable
    1,200  
    -  
Prepaid and other
current assets
    (205,600 )
    27,400  
Lease
liabilities
    (28,400 )
    998,100  
Accounts
payable
    266,900  
    (94,300 )
Contract
liabilities
    (20,000 )
    104,000  
Bank
overdraft
    181,900  
    -  
Accrued expenses
and taxes
    (376,400 )
    (409,600 )
 
       
       
Total
adjustments
    (342,000 )
    (461,500 )
 
       
       
Net used in
operating activities
    (1,217,800 )
    (514,100 )
 
       
       
Investing
activities:
       
       
       Redemption
of investment securities
    544,800  
    51,900  
Purchase of
investment securities
    (5,990,200 )
    (61,800 )
Proceeds from sale
of discontinued operations
    342,400  
    -  
Capital
expenditures
    (82,900 )
    (34,100 )
Purchase of other
intangible assets
    (31,300 )
    (7,400 )
 
       
       
Net cash used in
investing activities
    (5,217,200 )
    (51,400 )
 
       
       
Financing
activities:
       
       
       Payments
of contingent consideration
    (13,400 )
    -  
       Proceeds
from stock options exercised
    -  
    7,000  
 
       
       
Net cash provided
by (used in) financing activities
    (13,400  
    7,000  
 
       
       
Net decrease in
cash and cash equivalents
    (6,448,400 )
    (558,500 )
 
       
       
Cash and cash
equivalents, beginning of year
    7,559,700  
    1,602,500  
 
       
       
Cash and cash
equivalents, end of period
  $ 1,111,300  
  $ 1,044,000  
 
       
       
Supplemental
disclosures:
       
       
 
       
       
Cash paid during
the period for:
       
       
Income
taxes
  $ 2,500  
  $ 37,900  
 
       
       
Non-cash financing
activities:
       
       
Issuance of 6,661
shares of the Company's Common Stock in cashless stock option
exercises during the three and six months ended December 31,
2019.
 
       
       
See
notes to unaudited condensed consolidated financial
statements.
 
 5
 
 
 
General:
 
The
accompanying unaudited interim condensed consolidated financial
statements are prepared pursuant to the Securities and Exchange
Commission’s rules and regulations for reporting on Form
10-Q. Accordingly, certain information and footnotes required by
accounting principles generally accepted in the United States for
complete financial statements are not included herein. The Company
believes all adjustments necessary for a fair presentation of these
interim statements have been included and that they are of a normal
and recurring nature. These interim statements should be read in
conjunction with the Company’s financial statements and notes
thereto, included in its Annual Report on Form 10-K, for the fiscal
year ended June 30, 2020. The results for the three and six months
ended December 31, 2020, are not necessarily an indication of the
results for the full fiscal year ending June 30, 2021.
 
1. Summary of Significant
Accounting Policies
 
Principles of Consolidation
 
The
accompanying consolidated financial statements include the accounts
of Scientific Industries, Inc., Scientific Bioprocessing, Inc.
(“SBI”) a Delaware corporation and wholly-owned
subsidiary, and Altamira Instruments, Inc.
(“Altamira”), a Delaware corporation and wholly-owned
subsidiary, and Scientific Packaging Industries, Inc., an inactive
wholly-owned subsidiary (all collectively referred to as the
“Company”). All material intercompany balances and
transactions have been eliminated.
 
COVID-19 Pandemic
 
The
challenges posed by the COVID-19 pandemic on the global economy
began to impact the Company’s operations at the end of the
third quarter of the year ended June 30, 2020. At that time, the
Company took appropriate action and put plans in place to diminish
the effects of COVID-19 on its operations, enabling the Company to
continue to operate with minor or temporary disruptions to its
operations. The Company took immediate action as it pertains to
COVID-19 preparedness by implementing the Center for Disease
Control’s guidelines for employers in order to protect the
Company’s employees’ health and safety, with actions
such as implementing work from home, social distancing in the
workplace, requiring self -quarantine for any employee showing
symptoms, wearing face coverings, and training employees on
maintaining a healthy work environment. However, if an employee
becomes infected in the future, and the Company is forced to shut
down for a period of time, it could have a short-term negative
impact on operations. At the beginning of the pandemic, the
Catalyst Research Instruments and Bioprocessing Systems Operations
were shut down due to state mandates, however, the impact on
operations was immaterial, and the Company was able to retain its
employees without furloughs or layoffs, in part, due to the
Company’s receipt of a $563,800 loan under the Federal
Government’s Paycheck Protection Program. The Company did not
experience and does not anticipate any material impact on its
ability to collect its accounts receivable due to the nature of its
customers, which are primarily distributors of laboratory equipment
and supplies that have the ability to pay. However, there were some
delays in receiving some accounts receivable due for catalyst
research instruments due to customer shutdowns, and there was a
material negative impact on the revenues of the Catalyst Research
Instruments operations. The Company has not experienced and does
not anticipate any material impairment to its tangible and
intangible assets, system of internal controls, supply chain, or
delivery and distribution of its products as a result of COVID-19,
however the ultimate impact of COVID-19 on the Company’s
business, results of operations, financial condition and cash flows
is dependent on future developments, including the duration or
worsening of the pandemic and the related length of its impact on
the global economy, which are uncertain and cannot be predicted at
this time.
 
Adopted Accounting Pronouncements
 
In
August 2018, the Financial Standards Board (“FASB”)
issued Accounting Standards Update ("ASU") 2018-13, "Fair Value
Measurement (Topic 820): Disclosure Framework Changes to the
Disclosure Requirements for Fair Value Measurement", which is part
of the FASB disclosure framework project to improve the
effectiveness of disclosures in the notes to the financial
statements. The amendments in the new guidance remove, modify, and
add certain disclosure requirements related to fair value
measurements covered in Topic 820, "Fair Value Measurement." The
new standard was effective for fiscal years beginning after
December 15, 2019. Early adoption was permitted for either the entire standard or only the
requirements that modify or eliminate the disclosure requirements,
with certain requirements applied prospectively, and all other
requirements applied retrospectively to all periods presented. The
adoption of this standard on July 1, 2020 did not have a material
impact on the Company’s financial statements.
 
Recent Accounting Pronouncements
 
In
December 2019, the FASB issued ASU No. 2019-12, Simplifying the
Accounting for Income Taxes, which is designed to simplify the
accounting for income taxes by removing certain exceptions to the
general principles in Topic 740. ASU No. 2019-12 is effective for
fiscal years beginning after December 15, 2020, including interim
periods within those fiscal years; this ASU allows for early
adoption in any interim period after issuance of the update. The
Company is currently evaluating the impact of adopting this
guidance .
  
2. Revenue
 
The Company records revenues in accordance with Accounting
Standards Codification (“ASC”) Topic 606 “Revenue
from Contracts with Customers, as amended” (“ASC Topic
606”). In accordance with ASC Topic 606, the Company accounts
for a customer contract when both parties have approved the
contract and are committed to perform their respective obligations,
each party’s rights can be identified, payment terms can be
identified, the contract has commercial substance, and it is
probable that the Company will collect substantially all of the
consideration to 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.
 
 
 6
 
 
 
Nature of Products and Services
 
We
generate revenues from the following sources: (1) Benchtop
Laboratory Equipment, (2) Royalties, and (3) prior to November 30,
2020 Catalyst Research Instruments.
 
The
following table summarizes the Company’s disaggregation of
revenues for the three and six months ended December 31, 2020 and
2019.
 
 
 
Benchtop Laboratory
Equipment
 
 
Bioprocessing
Systems
 
 
Consolidated
 
Three Months Ended
December 31, 2020:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
  $ 2,507,400  
  $ 210,000  
  $ 2,717,400  
 
       
       
       
Foreign
Sales
    1,150,700  
    206,100  
    1,356,800  
 
 
 
Benchtop Laboratory
Equipment
 
 
Bioprocessing
Systems
 
 
Consolidated
 
Three Months Ended
December 31, 2019:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
  $ 1,943,400  
  $ 289,400  
  $ 2,232,800  
 
       
       
       
Foreign
Sales
    855,800  
    289,400  
    1,145,200  
 
 
 
 
Benchtop Laboratory
Equipment
 
 
Bioprocessing
Systems
 
 
Consolidated
 
Six Months Ended
December 31, 2020:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
  $ 4,437,600  
  $ 298,900  
  $ 4,736,500  
 
       
       
       
Foreign
Sales
    1,782,600  
    292,400  
    2,075,000  
 
 
 
Benchtop Laboratory
Equipment
 
 
Bioprocessing
Systems
 
 
Consolidated
 
Six Months Ended
December 31, 2019:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
  $ 3,519,600  
  $ 578,700  
  $ 4,098,300  
 
       
       
       
Foreign
Sales
    1,253,400  
    578,700  
    1,832,100  
 
 
Benchtop
Laboratory Equipment sales are comprised primarily of standard
benchtop laboratory equipment from its stock to laboratory
equipment distributors, or to end users primarily via e-commerce.
The sales cycle from time of receipt of order to shipment is very
short varying from a day to a few weeks. Customers either pay by
credit card (online sales) or net 30-90, depending on the customer.
Once the item is shipped under the FOB terms specified in the
order, which is primarily “FOB Factory”, other than a
standard warranty, there are no other obligations to the customer.
The standard warranty is typically comprised of one to two years of
parts and labor and is deemed immaterial.
 
Royalty
revenues pertain to royalties earned by the Company, which are paid
on a calendar year basis, under a licensing agreement from a single
licensee and its sublicenses. The Company is then obligated to pay
50% of all royalties received to the entity that licenses the
intellectual property to the Company. During the year, the
Company’s management uses its best judgement to estimate the
royalty revenues earned during the period.
 
During
the three months ended December 31, 2020, the Company discontinued
its Catalyst Research Instruments Operations through the sale of
substantially all of its assets on November 30, 2020. Refer to Note
9 for additional information.
 
 
7
 
 
  The
Company determines revenue recognition through the following
steps:
 
 
●
Identification
of the contract, or contracts, with a customer
 
●
Identification
of the performance obligations in the contract
 
●
Determination
of the transaction price
 
●
Allocation
of the transaction price to the performance obligations in the
contract
 
●
Recognition
of revenue when, or as, a performance obligation is
satisfied
 
The Company has made the following accounting policy elections and
elected to use certain practical expedients, as permitted by the
FASB, in applying ASC Topic 606: 1) all revenues are recorded net
of returns, allowances, customer discounts, and incentives; 2)
although sales and other taxes are immaterial, the Company accounts
for amounts collected from customers for sales and other taxes, if
any, net of related amounts remitted to tax authorities; 3) the
Company expenses costs to obtain a contract as they are incurred if
the expected period of benefit, and therefore the amortization
period, is one year or less; 4) the Company accounts for shipping
and handling activities that occur after control transfers to the
customer as a fulfillment cost rather than an additional promised
service and these fulfillment costs fall within selling expenses;
5) the Company is always considered the principal and never an
agent, because it has full control and responsibility until title
is transferred to the customer; 6) the Company does not assess
whether promised goods or services are performance obligations if
they are immaterial in the context of the contract with the
customer such as is the case with catalyst
instruments.
 
 
3. Segment Information and
Concentrations
 
The
Company views its operations as three segments: the manufacture and
marketing of standard benchtop laboratory equipment for research in
university, hospital and industrial laboratories sold primarily
through laboratory equipment distributors and laboratory and
pharmacy balances and scales (“Benchtop Laboratory Equipment
Operations”), the manufacture and marketing of custom-made
catalyst research instruments for universities, government
laboratories, and chemical and petrochemical companies sold on a
direct basis (“Catalyst Research Instruments
Operations”) and the design and marketing of bioprocessing
systems and products and related royalty income
(“Bioprocessing Systems Operations”).
 
Segment
information is reported as follows:
 
 
 
Benchtop Laboratory
Equipment
 
 
Bioprocessing
Systems
 
 
Corporate
And
Other
 
 
Consolidated
 
Three Months Ended
December 31, 2020:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
  $ 2,507,400  
  $ 210,000  
  $ -  
  $ 2,717,400  
 
       
       
       
       
Foreign
Sales
    1,150,700  
    206,100  
    -  
    1,356,800  
 
       
       
       
       
Income (Loss) From
Continuing Operations
    568,500  
    (741,800 )
    (66,100 )
    (239,400 )
 
       
       
       
       
Assets
    6,140,400  
    966,400  
    6,962,800  
    14,069,600  
 
       
       
       
       
Long-Lived Asset
Expenditures
    13,700  
    13,800  
    -  
    27,500  
 
       
       
       
       
Depreciation and
Amortization
    26,400  
    15,800  
    200  
    42,400  
 
Approximately
$366,900 included in Assets relates to discontinued operations, and
$200 in depreciation and amortization relates to discontinued
operations.
 
 
Benchtop Laboratory
Equipment
 
 
Bioprocessing
Systems
 
 
Corporate
And
Other
 
 
Consolidated
 
Three Months Ended
December 31, 2019:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
  $ 1,943,400  
  $ 289,400  
  $ -  
  $ 2,232,800  
 
       
       
       
       
Foreign
Sales
    855,800  
    289,400  
    -  
    1,145,200  
 
       
       
       
       
Income (Loss) From
Continuing Operations
    179,400  
    (18,100 )
    -  
    161,300  
 
       
       
       
       
Assets
    5,551,100  
    1,350,000  
    1,962,700  
    8,863,800  
 
       
       
       
       
Long-Lived Asset
Expenditures
    14,100  
    2,900  
    -  
    17,000  
 
       
       
       
       
Depreciation and
Amortization
    30,800  
    10,400  
    200  
    41,400  
 
 8
 
 
  
Approximately
$733,500 included in Assets relates to discontinued operations, and
$200 in depreciation and amortization relates to discontinued
operations.
 
Approximately
52% and 50% of total benchtop laboratory equipment sales (48% and
43% of total revenues) for the three months ended December 31, 2020
and 2019, respectively, were derived from the Company’s main
product, the Vortex-Genie 2 mixer, excluding
accessories.
 
Approximately
23% and 24% of total benchtop laboratory equipment sales (21% and
21% of total revenues) were derived from the Torbal Scales Division
for the three months ended December 31, 2020 and 2019,
respectively.
 
For the
three months ended December 31, 2020 and 2019, respectively, three
customers accounted for approximately 20% and 27% of net sales of
the Benchtop Laboratory Equipment Operations (18% and 24% of the
Company’s total revenues).
 
 
 
Benchtop Laboratory
Equipment
 
 
Bioprocessing
Systems
 
 
Corporate
And
Other
 
 
Consolidated
 
Six Months Ended
December 31, 2020:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
  $ 4,437,600  
  $ 298,900  
  $ -  
  $ 4,736,500  
 
       
       
       
       
Foreign
Sales
    1,782,600  
    292,400  
    -  
    2,075,000  
 
       
       
       
       
Income (Loss) From
Continuing Operations
    952,400  
    (1,274,100 )
    (118,300 )
    (440,100 )
 
       
       
       
       
Assets
    6,140,400  
    966,400  
    6,962,800  
    14,069,600  
 
       
       
       
       
Long-Lived Asset
Expenditures
    35,500  
    78,700  
    -  
    114,200  
 
       
       
       
       
Depreciation and
Amortization
    52,700  
    29,800  
    500  
    83,000  
 
Approximately
$366,900 included in Assets relates to discontinued operations, and
$500 in depreciation and amortization relates to discontinued
operations.
 
 
 
Benchtop Laboratory
Equipment
 
 
Bioprocessing
Systems
 
 
Corporate
And
Other
 
 
Consolidated
 
Six Months Ended
December 31, 2019:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
  $ 3,519,600  
  $ 578,700  
  $ -  
  $ 4,098,300  
 
       
       
       
       
Foreign
Sales
    1,253,400  
    578,700  
    -  
    1,832,100  
 
       
       
       
       
Income (Loss) From
Continuing Operations
    192,300  
    (16,200 )
    -  
    176,100  
 
       
       
       
       
Assets
    5,551,100  
    1,350,000  
    1,962,700  
    8,863,800  
 
       
       
       
       
Long-Lived Asset
Expenditures
    21,900  
    19,600  
    -  
    41,500  
 
       
       
       
       
Depreciation and
Amortization
    61,300  
    20,500  
    600  
    82,400  
 
Approximately
$733,500 included in Assets relates to discontinued operations, and
$600 in depreciation and amortization relates to discontinued
operations.
 
Approximately
50% and 43% total benchtop laboratory equipment sales (47% and 37%
of total revenues) for the six months ended December 31, 2020 and
2019, respectively, were derived from the Company’s main
product, the Vortex-Genie 2 mixer, excluding
accessories.
 
Approximately
25% and 28% of total benchtop laboratory equipment sales (23% and
24% of total revenues) were derived from the Torbal Scales Division
for the six months ended December 31, 2020 and 2019, respectively.
For the six months ended December 31, 2020 and 2019, three
customers accounted for approximately 21% and 25% of net sales of
the Benchtop Laboratory Equipment Operations (20% and 22% of the
Company’s total revenues), respectively.
 
 9
 
 
 
4. Fair Value of Financial
Instruments
 
The
FASB defines the fair value of financial instruments as the amount
that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at
the measurement date. Fair value measurements do not include
transaction costs.
 
The
accounting guidance also expands the disclosure requirements around
fair value and establishes a fair value hierarchy for valuation
inputs. The hierarchy prioritizes the inputs into three levels
based on the extent to which inputs used in measuring fair value
are observable in the market. Each fair value measurement is
reported in one of the three levels, which is determined by the
lowest level input that is significant to the fair value
measurement in its entirety. These levels are described
below:
 
Level 1
- Inputs that are based upon unadjusted quoted prices for identical
instruments traded in active markets.
 
Level 2
- Quoted prices in markets that are not considered to be active or
financial instruments for which all significant inputs are
observable, either directly or indirectly.
 
Level 3
- Prices or valuation that require inputs that are both significant
to the fair value measurement and unobservable.
 
In
valuing assets and liabilities, the Company is required to maximize
the use of quoted market prices and minimize the use of
unobservable inputs. The Company calculated the fair value of its
Level 1 and 2 instruments based on the exchange traded price of
similar or identical instruments where available or based on other
observable instruments. These calculations take into consideration
the credit risk of both the Company and its counterparties. The
Company has not changed its valuation techniques in measuring the
fair value of any financial assets and liabilities during the
period.
 
The
fair value of the contingent consideration obligations are based on
a probability weighted approach derived from the estimates of
earn-out criteria and the probability assessment with respect to
the likelihood of achieving those criteria. The measurement is
based on significant inputs that are not observable in the market,
therefore, the Company classifies this liability as Level 3 in the
following tables.
 
The
following tables set forth by level within the fair value hierarchy
the Company’s financial assets that were accounted for at
fair value on a recurring basis at December 31, 2020 and June 30,
2020 according to the valuation techniques the Company used to
determine their fair values:
 
 
 
 
 
 
Fair
Value Measurements Using Inputs Considered as
 
 
 
Fair
Value at December 31, 2020
 
 
Level 1
 
 
Level 2
 
 
Level 3
 
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash
equivalents
  $ 1,111,300  
  $ 1,111,300  
  $ -  
  $ -  
Investment
securities
    5,784,800  
    5,784,800  
    -  
    -  
 
       
       
       
       
Total
  $ 6,896,100  
  $ 6,896,100  
  $ -  
  $ -  
 
       
       
       
       
Liabilities:
       
       
       
       
 
       
       
       
       
Contingent
consideration
  $ 344,600  
  $ -  
  $ -  
  $ 344,600  
 
   
 
 
 
 
 
Fair
Value Measurements Using Inputs Considered as
 
 
 
Fair
Value at June 30, 2020
 
 
Level 1
 
 
Level 2
 
 
Level 3
 
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash
equivalents
  $ 7,559,700  
  $ 7,559,700  
  $ -  
  $ -  
Investment
securities
    331,800  
    331,800  
    -  
    -  
 
       
       
       
       
Total
  $ 7,891,500  
  $ 7,891,500  
  $ -  
  $ -  
 
       
       
       
       
Liabilities:
       
       
       
       
 
       
       
       
       
Contingent
consideration
  $ 358,000  
  $ -  
  $ -  
  $ 358,000  
 
 
 10
 
 
 
 
Investments
in marketable securities classified as available for sale by
security type at December 31, 2020 and June 30, 2020 consisted of
the following:
 
 
Cost
 
 
Fair
Value
 
 
Unrealized Holding
Gain (Loss)
 
At December 31,
2020:
 
 
 
 
 
 
 
 
 
Equity
securities
  $ 102,300  
  $ 134,100  
  $ 31,800  
Mutual and bond
funds
    5,621,300  
    5,650,700  
    29,400  
 
       
       
       
 
  $ 5,723,600  
  $ 5,784,800  
  $ 61,200  
 
 
 
 
Cost
 
 
Fair
Value
 
 
Unrealized Holding
Gain (Loss)
 
At June 30,
2020:
 
 
 
 
 
 
 
 
 
Equity
securities
  $ 77,600  
  $ 101,900  
  $ 24,300  
Mutual and bond
funds
    250,300  
    229,900  
    (20,400 )
 
       
       
       
 
  $ 327,900  
  $ 331,800  
  $ 3,900  
 
5. Inventories
 
Inventories
are valued at the lower of cost (determined on a first-in,
first-out basis) or net realizable value, and have been reduced by
an allowance for excess and obsolete inventories. The estimate is
based on managements review of inventories on hand compared to
estimated future usage and sales. Cost of work-in-process and
finished goods inventories include material, labor, and
manufacturing overhead.
 
 
 
December 31,
2020
 
 
June
30,2020
 
Raw
materials
  $ 1,791,500  
  $ 1,726,400  
Work-in-process
    116,000  
    35,700  
Finished
goods
    731,700  
    778,900  
 
       
       
 
  $ 2,639,200  
  $ 2,541,000  
 
6. Goodwill and Other
Intangible Assets
 
Goodwill
represents the excess of the purchase price over the fair value of
the net assets acquired in connection with the Company’s
acquisitions. Goodwill amounted to $257,300 at December 31, 2020
and June 30, 2020, all of which is expected to be deductible for
tax purposes.
 
                
The
components of other intangible assets are as follows:
 
 
Useful
Lives
 
Cost
 
 
Accumulated
Amortization
 
 
Net
 
At December 31,
2020:
 
 
 
 
 
 
 
 
 
 
Technology,
trademarks
5/10
yrs.
  $ 364,700  
  $ 362,100  
  $ 2,600  
Trade
names
6 yrs.
    140,000  
    140,000  
    -  
Websites
5 yrs.
    210,000  
    210,000  
    -  
Customer
relationships
9/10
yrs.
    120,000  
    91,100  
    28,900  
Sublicense
agreements
10
yrs.
    294,000  
    268,300  
    25,700  
Non-compete
agreements
5 yrs.
    282,000  
    282,000  
    -  
IPR&D
3 yrs.
    110,000  
    110,000  
    -  
Other intangible
assets
5 yrs.
    277,900  
    207,200  
    70,900  
 
       
       
       
 
  $ 1,798,600  
  $ 1,670,500  
  $ 128,100  
 
 
 11
 
 
 
 
 
Useful
Lives
 
Cost
 
 
Accumulated
Amortization
 
 
Net
 
At June 30,
2020:
 
 
 
 
 
 
 
 
 
 
Technology,
trademarks
5/10
yrs.
  $ 364,700  
  $ 362,000  
  $ 2,700  
Trade
names
6 yrs.
    140,000  
    140,000  
    -  
Websites
5 yrs.
    210,000  
    210,000  
    -  
Customer
relationships
9/10
yrs.
    120,000  
    84,400  
    35,600  
Sublicense
agreements
10
yrs.
    294,000  
    253,600  
    40,400  
Non-compete
agreements
5 yrs.
    282,000  
    282,000  
    -  
IPR&D
3 yrs.
    110,000  
    110,000  
    -  
Other intangible
assets
5 yrs.
    246,600  
    196,600  
    50,000  
 
       
       
       
 
  $ 1,767,300  
  $ 1,638,600  
  $ 128,700  
 
Total
amortization expense was $16,200 and $19,800 for the three months
ended December 31, 2020 and 2019, respectively, and $32,000 and
$39,300 for the six months ended December 31, 2020 and 2019,
respectively. As of December 31, 2020, estimated future
amortization expense related to intangible assets is $42,400 for
the remainder of the fiscal year ending June 30, 2021, $32,900 for
fiscal 2022, $21,300 for fiscal 2023, $16,000 for fiscal 2024 and
$15,500 thereafter.
 
7. Earnings (Loss) Per
Common Share
 
The
Company presents the computation of earnings per share
(“EPS”) on a basic and diluted basis. Basic EPS is
computed by dividing net income or loss by the weighted average
number of shares outstanding during the reported period. Diluted
EPS is computed similarly to basic EPS, except that the denominator
is increased to include the number of additional common shares that
would have been outstanding if the potential additional common
shares that were dilutive had been issued. Common shares are
excluded from the calculation if they are determined to be
anti-dilutive. The following table sets forth the weighted average
number of common shares outstanding for each period
presented
 
 
 
For
the Three
Month
Period
Ended
December
31,
 2020
 
 
For
the Three Month
 Period
Ended
December 31,
2019
 
 
For
the Six
Month
Period
Ended
December 31,
2020
 
 
For
the Six
Month
Period
Ended
December
31,
 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average
number of common shares outstanding
    2,861,263  
    1,499,396  
    2,861,263  
    1,496,718  
Effect of dilutive
securities
    -  
    58,330  
    -  
    -  
Weighted average
number of dilutive common shares outstanding
    2,861,263  
    1,557,726  
    2,861,263  
    1,496,718  
 
       
       
       
       
Basic and diluted
earnings (loss) per common share
       
       
       
       
 
       
       
       
       
Continuing
operations
  $ (.05 )
  $ .09  
  $ (.10 )
  $ (.09 )
Discontinued
operations
  $ (.17 )
  $ (.09 )
  $ (.21 )
  $ (.13 )
Consolidated
operations
  $ (.22 )
  $ .00  
  $ (.31 )
  $ (.04 )
 
Approximately
126,700 shares and 1,349,850 of the Company’s common stock
issuable upon the exercise of options and warrants, respectively,
were excluded from the calculation for the three and six months
ended December 31, 2020, because the effect would be anti-dilutive
due to the loss for the periods. Approximately, 51,629 shares of
the Company’s common stock issuable upon the exercise of the
outstanding options were excluded from the calculation for the six
months ended December 31, 2020 because they were
anti-dilutive.
 
 
 12
 
 
 
8. Leases
 
The
Company recognizes all long-term
leases on its balance sheet as a liability for its lease
obligation, measured at the present value of lease payments not yet
paid, and a corresponding asset representing its right to use the
underlying asset over the lease term.
 
The Company leases certain properties consisting principally of a
facility in Bohemia, New York (headquarters) through January 2025,
a facility in Pittsburgh, Pennsylvania for its Bioprocessing
Systems Operations through May 2023, and a sales and administration
office in Orangeburg, New York for its Torbal Division of the
Benchtop Laboratory Equipment Operations through October 2022. The
Company also had a lease for its Catalyst Research Instruments
Operations which terminated in November 2020 and the facility was
shut down at the end of December 2020 in connection with the sale
of that business segment on November 30, 2020. There are no renewal
options with any of the leases, no residual values or significant
restrictions or covenants other than those customary in such
arrangements, and no non-cash activities, Any rent escalations
incorporated within the leases are included in the calculation of
the future minimum lease payments, as further described below. All
of the Company’s leases are deemed operating
leases.
 
The Company determines whether an agreement contains a lease at
inception based on the Company’s right to obtain
substantially all of the economic benefits from the use of the
identified asset and its right to direct the use of the identified
asset. Lease liabilities represent the present value of future
lease payments and the Right-Of-Use (“ROU”) assets
represent the Company’s right to use the underlying assets
for the respective lease terms. ROU assets and lease liabilities
are recognized at the lease commencement date based on the present
value of the lease payments over the lease term. The ROU asset is
further adjusted to account for previously recorded lease expenses
such as deferred rent and other lease liabilities. As the
Company’s leases do not provide an implicit rate, the Company
used its incremental borrowing rate of 5.0% as the discount rate to
calculate the present value of future lease payments, which was the
interest rate that its bank would charge for a similar
loan.
 
The Company elected not to recognize a ROU asset and a lease
liability for leases with an initial term of twelve months or less.
In addition to minimum lease payments, certain leases require
payment of a proportionate share of real estate taxes and certain
building operating expenses or payments based on an excess of a
specified base. These variable lease costs are not included in the
measurement of the ROU asset or lease liability due to
unpredictability of the payment amount and are recorded as lease
expenses in the period incurred. The Company’s lease
agreements do not contain residual value guarantees.
 
The Company elected available practical expedients for existing or
expired contracts of lessees 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 December 31, 2020, the weighted-average remaining lease term
for operating lease liabilities was approximately 3.1 years and the
weighted-average discount rate was 5.0%. Total cash payments under
these leases were $76,100 and $154,700 for the three and six month
periods ended December 31, 2020 of which $78,800 and $157,500 were
recorded as leases expense.
 
The Company’s approximate future minimum rental payments
under all leases existing at December 31, 2020 through February
2025 are as follows:
 
Fiscal year ending June 30,
 
Amount
 
Remainder of 2021
  $ 128,000  
2022
    260,300  
2023
    245,300  
2024
    195,900  
2025
    91,600  
 
       
Total future minimum payments
    921,100  
Less: Imputed interest
    81,800  
 
       
Total Present Value of Operating Lease Liabilities
    839,300  
 
 
  
 
 
 13
 
 
 
9. Discontinued
Operations
 
Effective November 30, 2020, the Company, as part of its strategic
shift to becoming a life sciences tool provider, sold its Catalyst
Research Instruments Operations reporting segment through the sale
by Altamira of substantially all of its assets, which comprised of
fixed assets, and inventory to Beijing JWGB Sci. & Tech. Co.
Ltd., a corporation formed under the laws of the People’s
Republic of China (“JWGB”) for $440,000 payable in cash
through January 2021, resulting in a $405,400 pre-tax loss. In
order to preserve business continuity for the buyer. Altamira
agreed to purchase certain components on behalf of JWGB for which
JWGB will reimburse Altamira. At December 31, 2020, JWGB owed the
Company $97,600 related to the sale, and $39,500 for component
purchases made on its behalf, all of which have been subsequently
remitted to the Company. 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:
 
December 31,
2020
 
 
June
30,2020
 
Inventories
  $ -  
  $ 343,700  
Property and
equipment, net
    -  
    1,400  
Goodwill
    -  
    447,900  
 
       
       
Discontinued
operations
  $ -  
  $ 793,000  
 
 
Liabilities:
 
December 31,
2020
 
 
June
30,2020
 
Accounts
payable
  $ 37,600  
  $ 20,100  
Accrued expenses
and taxes
    44,900  
    120,700  
Contract
liabilities
    69,000  
    69,000  
Operating lease
liabilities, current portion
    -  
    31,100  
 
       
       
 
  $ 151,500  
  $ 240,900  
 
​
 
Three
Months Ended
 
 
Six
Months Ended
 
 
December 31,
2020
 
 
December 31,
2019
 
 
December 31,
2020
 
 
December 31,
2019
 
    ​  
    ​  
    ​  
    ​  
 
Revenues
 
  $ 142,700  
  $ 39,500  
  $ 279,900  
  $ 178,200  
 
Cost of
goods sold
 
    195,500  
    128,300  
    379,700  
    262,600  
 
Gross
profit
 
    (52,800 )
    (88,800 )
    (99,800 )
    (84,400 )
 
Selling,
general and administrative expenses
 
    181,300  
    81,600  
    269,600  
    176,300  
 
Loss
from operations
 
    (234,100 )
    (170,400 )
    (369,400 )
    (260,700 )
 
Loss on
disposal
 
    (405,400 )
    —  
    (405,400 )
    —  
 
Loss
before income tax benefit
 
    (639,500 )
    (170,400 )
    (774,800 )
    (260,700 )
 
Income
tax benefit, all deferred
 
    165,300  
    34,700  
    179,900  
    72,100  
 
Net
loss attributable to discontinued operations
 
  $ (474,200 )
  $ (135,700 )
  $ (594,900 )
  $ (188,600 )
 
In our Consolidated Statements of Cash Flows, the cash flows from
discontinued operations are not separately classified. Cash (used)
and provided by operating activities from discontinued operations
for the six months ended December 31, 2020 and December 31, 2019
was ($335,000) and $182,300, respectively. Cash provided by
investing activities from discontinued operations for the six
months ended December 31, 2020 was $342,400 and none for December
31, 2019. There was no cash provided or used by the discontinued
operations for financing activities for both the current and prior
year periods
 
 
 14
 
 
 
It e m 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
 
Forward-Looking statements. Certain statements contained in this report
are not based on historical facts, but are forward-looking
statements that are based upon various assumptions about future
conditions. Actual events in the future could differ materially
from those described in the forward-looking information. Numerous
unknown factors and future events could cause such differences,
including but not limited to, product demand, market acceptance,
success of marketing strategy, success of expansion efforts, impact
of competition, adverse economic conditions, and other factors
affecting the Company’s business that are beyond the
Company’s control, which are discussed elsewhere in this
report. Consequently, no forward-looking statement can be
guaranteed. The Company undertakes no obligation to publicly update
forward-looking statements, whether as a result of new information,
future events or otherwise. This Management’s Discussion and
Analysis of Financial Condition and Results of Operations should be
read in conjunction with the Company’s financial statements
and the related notes included elsewhere in this
report.
 
Overview.
 
The
Company reflected a loss from continuing operations before income
tax benefit of $185,900 and $374,900 for the three and six months
ended December 31, 2020 compared to income before income tax
expense of $173,400 and $188,000 for the three and six months ended
December 31, 2019, primarily due to increased operating expenses
incurred by the Company’s Bioprocessing Systems Operations.
The Bioprocessing Systems Operations continues to expand with
increased personnel and expenditures for product development, sales
and marketing activities. The Benchtop Laboratory Equipment
Operations recorded record sales and profits, principally due to
higher sales of its flagship product, the
Vortex-Genie®.
 
As part
of the Company’s shift to becoming a life sciences tool
provider, the Company divested and sold substantially all the
assets of the Catalyst Research Instruments Operations at an
approximate $405,400 loss, which is reflected in the total loss
from discontinued operations, of $639,500 and $774,800 for the
three and six months ended December 31, 2020, compared to an
operating loss, for the discontinued operations of $170,400 and
$260,700 for the three and six months ended December 31,
2019.
 
Results of Operations
 
The Three Months Ended December 31, 2020 Compared With The Three
Months Ended December 31, 2019
 
Net
revenues for the three months ended December 31, 2020 increased
$484,600 (21.7%) to $2,717,400 from $ 2,232,800 for the three
months ended December 31, 2019, reflecting an increase of $564,000
in sales of benchtop laboratory equipment, partially offset by
decreased earned royalties of $79,400 by the Bioprocessing Systems
Operations. The benchtop laboratory equipment sales reflected
$576,800 and $476,100 of Torbal brand product gross sales for the
three months ended December 31, 2020 and 2019,
respectively.
 
The
overall gross profit percentage for the three months ended December
31, 2020 was 51.7% and 52.8% for the three months ended December
31, 2019. While the gross margin percentage was lower for the
Bioprocessing Systems Operations, the gross profit margin
percentage for the Benchtop Laboratory Equipment Operations was
higher due to increased sales.
 
General
and administrative expenses for the three months ended December 31,
2020 increased by $58,500 (12.2%) to $536,900 compared to $478,400
for the three months ended December 31, 2019, due to the expansion
of the Scientific Bioprocessing Systems Operations.
 
Selling
expenses for the three months ended December 31, 2020 increased
$498,300 (177.6%) to $778,900 from $ 280,600 for the three months
ended December 31, 2019, due to increased sales and marketing costs
related to personnel, websites, market research, and advertising
expenses incurred by the Bioprocessing Systems
Operations.
 
Research
and development expenses increased by $69,700 (26.8%) to $329,700
for the three months ended December 31, 2020 compared to $260,000
for the three months ended December 31, 2019, primarily due to the
ramp up in product development activities by the Bioprocessing
Systems Operations which included staffing, facilities, and
materials.
 
Total
other income, net was $53,500 for the three months ended December
31, 2020 compared to $12,100 for the three months ended December
31, 2019 due to increased interest and dividend income generated
from investment securities.
 
The
Company reflected an income tax benefit related to continuing
operations of $47,600 for the three months ended December 31, 2020
compared to income tax expense from continuing operations of
$34,100 for the three months ended December 31, 2019 due to the
loss for the period.
 
The
Company reflected a loss from discontinued operations of $639,500
for the three months ended December 31, 2020, compared to $170,400
for the three months ended December 31, 2019, due to the loss on
disposal in the current year period.
 
The
Company reflected an income tax benefit related to discontinued
operations of $165,300 for the three months ended December 31, 2020
compared to $34,700 for the three months ended December 31, 2019
due to the increased loss during the current year
period.
 
The net
loss from discontinued operations was $474,200 for the three months
ended December 31, 2020 compared to $135,700 for the three months
ended December 31, 2019, primarily due to the loss on disposal
during the current year period.
 
As a
result of the foregoing, the Company recorded a net loss of
$612,500 for the three months ended December 31, 2020 compared to
net income of $3,600 for the three months ended December 31,
2019.
 
 
 15
 
 
 
The Six Months Ended December 31, 2020 Compared With The Six Months
Ended December 31, 2019
 
Net
revenues for the six months ended December 31, 2020 increased
$638,200 (15.5%) to $4,736,500 from $ 4,098,300 for the six months
ended December 31, 2019, reflecting a $918,000 increase in net
sales of benchtop laboratory equipment, and a decrease of $279,800
in earned royalties by the Bioprocessing Systems Operations. The
Benchtop Laboratory Equipment sales reflected $1,094,500 of Torbal
brand gross product sales for the six months ended December 31,
2020, compared to $ 998,500 in the six months ended December 31,
2019.
 
The
overall gross profit percentage for the six months ended December
31, 2020 was 51.9% and 52.6% for the six months ended December 31,
2019. While the gross margin percentage was lower for the
Bioprocessing Systems Operations, the gross profit margin
percentage for the Benchtop Laboratory Equipment Operations was
higher due to increased sales.
 
General
and administrative expenses for the six months ended December 31,
2020 increased $35,700 (11.3%) to $1,056,000 from $948,400 for the
six months ended December 31, 2019, due to staffing and other
administrative costs incurred by the Bioprocessing Systems
Operations.
 
Selling
expenses for the six months ended December 31, 2020 increased
$737,400 (137.7%) to $1,272,800 from $535,400 for the six months
ended December 31, 2019, due to increased sales and marketing costs
related to personnel, websites, market research, and advertising
expenses by the Bioprocessing Systems Operations.
 
Research
and development expenses increased by $77,600 (15.6%) to $574,000
for the six months ended December 31, 2020 compared to $496,400 for
the six months ended December 31, 2019, primarily due to increased
new product development activities by the Bioprocessing Systems
Operations which included staffing, facilities, and
materials.
 
Total
other income (expense), net was $65,100 for the six months ended
December 31, 2020 compared to $11,900 for the six months ended
December 31, 2019 principally due to increased interest income from
investments.
 
The
Company reflected an income tax benefit related to continuing
operations of ($94,100) for the three months ended December 31,
2020 compared to income tax expense from continuing operations of
$52,200 for the three months ended December 31, 2019 due to the
loss for the period.
 
The
Company reflected a loss from discontinued operations of $774,800
for the six months ended December 31, 2020, compared to $260,700
for the six months ended December 31, 2019, due to the loss on
disposal in the current year period.
 
The
Company reflected an income tax benefit related to discontinued
operations of $179,000 for the six months ended December 31, 2020
compared to $72,100 for the six months ended December 31, 2019 due
to the increased loss during the current year period.
 
The net
loss from discontinued operations was $594,900 for the six months
ended December 31, 2020 compared to $188,600 for the six months
ended December 31, 2019, primarily due to the loss on disposal
during the current year period.
 
As a
result of the foregoing, the Company recorded a net loss of
$875,800 for the six months ended December 31, 2020 compared to
$52,600 for the six months ended December 31, 2019.
 
Liquidity and Capital Resources. Cash and cash equivalents
decreased by $6,448,400 to $1,111,300 as of December 31, 2020 from
$7,559,700 as of June 30, 2020, primarily due to converting cash
on-hand to short term liquid investment securities and the loss for
the period.
 
Net cash used in operating activities was $1,217,800 for the six
months ended December 31, 2020 compared to net cash used of
$514,100 during the six months ended December 31, 2019, primarily
due to the increased loss for the period. Net cash used in
investing activities was $5,217,200 for the six months ended
December 31, 2020 compared to $51,400 used during the six months
ended December 31, 2019, principally due to net purchases of investments, and to a lesser extent
new capital equipment purchases by the Bioprocessing Systems
Operations during the current period,
partially offset by the cash received from the sale of the
subsidiary. Net cash used in
financing activities was $13,400 for the six months ended December
31, 2020, all due to contingent consideration payments made during
the current year period, compared to cash proceeds of $7,000 during
the six months ended December 31, 2019 from exercises of stock
options .
 
The Company's working capital decreased by $937,400 to $9,611,100
as of December 31, 2020 compared to $10,548,500, as of June 30,
2020 mainly due to the loss during the period
 
The Company has a Demand Line of Credit through December 2021 with
First National Bank of Pennsylvania which provides for borrowings
of up to $300,000 for regular working capital needs, bearing
interest at prime, 3.25% currently. Advances on the line, are
secured by a pledge of the Company’s assets including
inventory, accounts, chattel paper, equipment and general
intangibles of the Company. As of December 31, 2020, no borrowings
were outstanding under such line.
 
Management believes that the Company will be able to meet its cash
flow needs during the 12 months ending December 31, 2021 from its
available financial resources including the lines of credit, its
cash and investment securities, and operations.
 
 
  16
 
 
I t em 4. Controls and
Procedures
 
 
Evaluation of Disclosure Controls and Procedures. As of the end of
the period covered by this report, based on an evaluation of the
Company's disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934),
the Chief Executive and Chief Financial Officer of the Company has
concluded that the Company's disclosure controls and procedures are
effective to ensure that information required to be disclosed by
the Company in its Exchange Act reports is recorded, processed,
summarized and reported within the applicable time periods
specified by the SEC's rules and forms. The Company also concluded
that information required to be disclosed in such reports is
accumulated and communicated to the Company's management, including
its principal executive and principal financial officer, as
appropriate to allow timely decisions regarding required
disclosure.
 
As a result of our adoption of the new leases standard (Topic 842),
we implemented controls to ensure adequate review and assessment of
contracts containing leases and calculations of assets and
liabilities related to the Company's leases as well as required
disclosures within the Company's financial statements to facilitate
its adoption on July 1, 2019. There were no significant changes to
our internal control over financial reporting due to the adoption
of the new standard, as such term is defined in Exchange Act Rules
13a-15(f) and 15d-15(f) during the period covered by this Quarterly
Report or in other factors that have materially affected, or are
reasonably likely to materially affect, our internal controls over
financial reporting.
 
  17
 
 
 
PART II – OTHER INFORMATION
 
I tem 6. Exhibits and Reports on Form
8-K
 
 
 
Exhibit
Number
 
Description
 
 
 
31.
 
Certification
of Chief Executive Officer and Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32.
 
Certification
of Chief Executive Officer and Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
 
 
Reports
on Form 8-K:
 
Current
Report filed on Form 8-K dated July 22, 2020 reporting under Items
1.01 and 5.2.
 
Current
Report filed on Form 8-K dated August 13, 2020 reporting under Item
5.03.
 
Current Report filed on Form 8-K dated December 1, 2020 reporting
under Items 1.01 and 2.01.
 
 
 
SIGNATURE
 
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
 
 
 
 
 
Date:
February 22, 2021
 
SCIENTIFIC
INDUSTRIES, INC.
(Registrant)
 
/s/
Helena R. Santos
 
 
Helena
R. Santos
President,
Chief Executive Officer, Treasurer
Chief
Financial and Principal Accounting Officer
 
 
 
 
 
 
 
 
  18
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.