NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Nature of the Business and Basis of Presentation
Scientific Industries, Inc. and its subsidiaries (the “Company”) design, manufacture, and market a variety of benchtop laboratory equipment and bioprocessing products. The Company is headquartered in Bohemia, New York where it produces benchtop laboratory and pharmacy equipment. Additionally, the Company has two other locations in Pittsburgh, Pennsylvania and Baesweiller, Germany, where it designs and produces a variety of bioprocessing products, and an administrative facility in Orangeburg, New York related to sales and marketing. The products, which are sold to customers worldwide, include mixers, shakers, stirrers, refrigerated incubators, pharmacy balances and scales, force gauges, bioprocessing sensors and analytical tools. The Company also sublicensed certain patents and technology under a license agreement which expired in August 2021 and received royalty fees from the sublicenses.
Change in Fiscal Year
The Company’s Board of Directors approved the change in the Company’s fiscal year end to December 31 from June 30, effective November 9, 2022. As a result of this change, the consolidated financial statements include the Company’s financial results for the six-month transition period of July 1, 2022 through December 31, 2022. The information for the six months ended December 31, 2021 is presented for comparative purposes only and is unaudited.
Restatement of Prior Period
On April 12, 2023, the Company, together with the Audit Committee of the Company's Board of Directors (the "Audit Committee") reached a determination that the Company’s consolidated audited financial statements as of and for the fiscal year ended June 30, 2022 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) and the Company’s consolidated unaudited financial statement as of and for the quarter period ended September 30, 2022 included in the Company’s Quarterly Reports on Form 10-Q filed with the SEC, collectively the “Non-Reliance Periods”, should no longer be relied upon because of material misstatements contained in those consolidated financial statements.
See Note 19 ("Restatement of Prior Period") below for additional information on the audited consolidated financial statements as of and for the year ended June 30, 2022.
See Note 20 ("Quarterly Financial Data (Unaudited)") below for such restated information on the quarter period ended September 30, 2022.
COVID-19 Update
The challenges posed by the COVID-19 pandemic on the global economy affected the Company with minor or temporary disruptions to its operations. The Company took appropriate action and put plans in place to diminish the effects of COVID-19 on its operations, 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. In fiscal years ended June 30, 2020 and 2021 the Company received loans from the Paycheck Protection Program administered by the U.S. Small Business Administration of which all of the loans were repaid or forgiven through the fiscal year ended June 30, 2022. The forgiven loans were recorded in the Company’s statement of operations as “Other Income. 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. The Company experienced some delays from its supply chain which delayed delivery of some products, however this is deemed temporary and did not affect the Company’s major product – the Vortex-Genie 2. The extent to which the COVID-19 outbreak ultimately impacts the Company’s business, future revenues, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity and longevity, the actions to curtail the virus and treat its impact (including an effective vaccine), and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 outbreak has subsided, the Company may be at risk of experiencing a significant impact to its business as a result of the global economic impact, including any economic downturn or recession that has occurred or may occur in the future.
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 Delaware corporation and wholly-owned subsidiary, which holds 100% of the outstanding stock of Scientific Bioprocessing, Inc. (“SBI”), a Delaware corporation, and aquila biolabs GmbH (“Aquila”), a German corporation, since its acquisition on April 29, 2021, (all collectively referred to as the “Company”). All material intercompany balances and transactions have been eliminated in consolidation.
Liquidity and Uncertainties
The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) which contemplate continuation of the Company as a going concern. As of December 31, 2022, the Company expects that it will be able to meet its cash flow needs during the next 12 months from cash on-hand, cash derived from its operations, availability of the Company’s line of credit and if needed, financing through the issuance of additional shares of common stock and warrants to purchase common stock.
The Company’s continued operations is subject to several factors, including market and economic conditions, the Company’s ability to advanced product development and market penetration of our products, and the Company’s ability to negotiate and raise capital.
2. Summary of Significant Accounting Policies
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, the fair values of intangibles and goodwill, provision or benefit for income taxes, and deferred taxes. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606 “Revenue from Contracts with Customers”. 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.
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”), 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.
Nature of Products and Services
The Company generates revenues from the following sources: (1) Benchtop Laboratory Equipment and (2) Bioprocessing Systems.
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.
Bioprocessing Systems sales comprise primarily 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 and flow-through cells for pH and DO monitoring. The Company, through SBI, sublicensed certain patents and technology it held relating to bioprocessing products exclusively under a license which expired in August 2021, with the University of Maryland, Baltimore County (“UMBC”), for which it received royalties for such patents and technology. The Company was obligated to pay 50% of all royalties received to the entity that licensed the intellectual property to UMBC.
Segment Reporting
The Company views its operations as two operating segments, that are also the two reporting segments: the manufacture and marketing of standard benchtop laboratory equipment for research in university, hospital and industrial laboratories sold primarily through laboratory equipment distributors and laboratory and pharmacy balances and scales (“Benchtop Laboratory Equipment Operations”), and the manufacture, design, and marketing of bioprocessing systems and products and related royalty income (“Bioprocessing Systems”).
The Company’s chief operating decision maker (“CODM”) regularly reviews revenue and operating income/loss for each segment in determination of allocating resources and assessing financial performance results. The Company eliminates inter-segment activity in the Company’s reporting segment results to be consistent with the information that is presented to the CODM. The Company also included a Non-operating Corporate segment in the Company’s reporting segment results.
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments purchased with original 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 December 31, 2022, June 30, 2022, and 2021, $1,082,100, $1,984,300 and $8,922,800 respectively of cash balances were in excess of such limit.
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, customer satisfaction claims and pricing discrepancies. 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.
The allowance for doubtful accounts as of December 31, 2021 and June 30, 2022 and 2021, respectively was $33,600, $15,600 and $15,600, respectively.
Investment Securities
The Company’s investment securities are classified as equity securities, mutual funds, and bonds, and are held as available-for-sale and recorded at fair value. Changes in fair value of equity securities and mutual funds are recorded as net unrealized gains or losses in other income (loss), net on the statement of operations and comprehensive loss. Changes in fair value of bonds are recorded as net unrealized gains or losses as a component of other comprehensive income.
The Company determines the cost of the investment sold based on an average cost basis at the individual security level and record the interest income and realized gains or losses on the sale of these investments in other income, net on the statement of operations and comprehensive loss.
Inventories
Current and noncurrent inventories recorded other than those of Aquila, 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. Inventories of Aquila are valued at the lower of cost (determined on a average cost method) or net realizable value, and have been reduced by an allowance for excess and obsolete inventories. The Company’s inventory allowance is based on management’s estimates and reviews of inventories on hand 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. As needed, the Company may purchase critical raw materials that are used in the core production process in quantities that exceed anticipated consumption within the normal operating cycle, which is 12 months. The Company classifies such raw materials that the Company does not expect to consume within the normal operating cycle as noncurrent.
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.
Goodwill and Finite Lived Intangible Assets and Long-Lived Assets, Net
Goodwill represents the excess of purchase price over the fair value of identifiable net assets acquired in a business combination. Goodwill and long-lived intangible assets are tested for impairment at least annually in accordance with the provisions of Accounting Standards Codification (“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.
As of December 31, 2022, the Company had two reporting units, the Benchtop Laboratory Equipment Operations and the Bioprocessing Systems. Goodwill is tested for impairment by reporting unit on an annual basis as of December 31, the last day of its fiscal year, and in the interim if events and circumstances indicate that goodwill may be impaired. Prior to the change in the Company’s fiscal year from the last day of June to a calendar fiscal year end, goodwill was tested for impairment on an annual basis as of June 30, the last day of its then fiscal year, and in the interim if events and circumstances indicated that goodwill may be impaired. The voluntary change is preferable under the circumstances as a better alignment with the Company’s strategic planning and forecasting process given the Company’s change in fiscal year end. The events and circumstances that are considered in the Company’s goodwill impairment testing include business climate and market conditions, legal factors, operating performance indicators and competition. Impairment of goodwill is first assessed using a qualitative approach. If the qualitative assessment suggests that impairment is more likely than not, a quantitative analysis is performed. The quantitative analysis involves a comparison of the fair value of the reporting unit with its carrying amount. The fair value is determined using the income approach, which utilizes the present value of expected future cash flows for each reporting unit based on estimate future cash flows, the timing of these cash flows, and a discount rate based on a weighted average cost of capital. The assumptions used to estimate future cash flows and the development of forecasts used in the fair value determination were based on assumptions made using the best information available at the time, subject to inherent risk and judgement. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. To the extent additional information arises, market conditions change, or our strategies change, it is possible that the conclusion regarding whether our remaining goodwill is impaired could change and result in future goodwill impairment charges that will have a material effect on our consolidated financial position or results of operations.
During the six months ended December 31, 2022, the Company performed the annual goodwill impairment analysis. The Company elected to perform the qualitative analysis for the Benchtop Laboratory Equipment Operation reporting unit. These qualitative analyses evaluated factors, including, but not limited to, economic, market and industry conditions, cost factors and the overall financial performance of the reporting unit. In completing these assessments, the Company noted no changes in events or circumstances that indicated that it was more likely than not that the fair value of the reporting unit was less than its carrying amount.
As referenced to “Restatement of Prior Period” in Note 1 above, during the preparation of its audited financial statements for the six-month transition period July 1, 2022 to December 31, 2022, the Company identified an error in the use of future projections and weighted average cost of capital used in the annual goodwill impairment testing of the Company’s Bioprocessing Systems segment. As a result of the annual goodwill impairment analysis, the Company determined the carrying value of the Bioprocessing Systems reporting unit exceeded its fair value and therefore the associated goodwill was impaired. Upon further analysis of the error, the Company determined that a goodwill impairment charge to the Bioprocessing Systems segment should have been applied in the fiscal year ended June 30, 2022. As a result of restating the fiscal year ended June 30, 2022 consolidated financial statements, the Company recorded a goodwill impairment charge of $4,280,100 to the goodwill of the Bioprocessing Systems reporting unit as the excess of carrying value over fair value was higher than the recorded amount of goodwill for the reporting unit. As of December 31, 2022 there was no remaining goodwill to the Bioprocessing System reporting unit.
Intangible assets consist primarily of acquired technology, customer relationships, non-compete agreements, patents, licenses, websites, intellectual property in-process research and development (“IPR&D”), trademarks and trade names. All 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. The Company reviews the recoverability of our finite-lived intangible assets and long-lived assets, when events or conditions occur that indicate a possible impairment exists. Determining whether impairment has occurred typically requires various estimates and assumptions, including determining which cash flows are directly related to the potentially impaired asset, the useful life over which cash flows will occur, their amount and the asset’s residual value, if any. The assessment for recoverability is based primarily on our ability to recover the carrying value of its long-lived and finite-lived intangible assets from expected future undiscounted net cash flows. If the total of expected future undiscounted net cash flows is less than the total carrying value of the assets the asset is deemed not to be recoverable and possibly impaired. We then estimate the fair value of the asset to determine whether an impairment loss should be recognized. An impairment loss will be recognized if the asset’s fair value is determined to be less than its carrying value. Fair value is determined by computing the expected future discounted cash flows.
During the six months ended December 31, 2022, the Company determined a technology intangible asset in the Bioprocessing segment was impaired and wrote it down by $51,500, net of accumulated amortization, to its estimated fair value of $0. There was no impairment of intangible assets for the six months ended December 31, 2021 (unaudited) or for the years ending June 30, 2022 and 2021, respectively.
Impairment of Long-Lived Assets
The Company follows the provisions of ASC No. 360-10, “Property, Plant and Equipment - Impairment or Disposal of Long-Lived Assets (“ASC No. 360-10”). ASC No. 360-10 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 December 31, 2022, June 30, 2022 and 2021, there was no impairment of long-lived assets.
Leases
The Company accounts for its leases under ASC 842, 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.
Advertising
Advertising costs are expensed as incurred. Advertising expense amounted to $433,500 and $222,800 for the six months ended December 31, 2022 and 2021 (unaudited), respectively and $628,700 and $399,700 for the years ended June 30, 2022 and 2021, 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.
Stock Compensation 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, the 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 recognized over the period that an employee provides service in exchange for the award.
The Company estimates the fair value of each stock-based grant using the Black-Scholes option pricing model. This model derives the fair value of stock options based on certain assumptions related to expected stock price volatility, expected option life, risk-free interest rate and dividend yield. The expected volatility is based on the historical volatility of the Company's stock price over the most recent period commensurate with the expected term of the stock option award. The estimate expected term is based on management’s analysis of historical exercise activity. The risk-free interest rate is based on published U.S. Treasury rates for a term commensurate with the expected term. The dividend yield is estimated as zero as the Company has not paid dividends in the past and does not have any plans to pay any dividends in the foreseeable future. The Company has elected to account for forfeitures only when they occur.
Foreign currency translation and transactions
The Company has determined that the functional currency and reporting currency for its Aquila operations in Germany is the Euro and the U.S. Dollar, respectively. All assets and liabilities of Aquila are translated at the current exchange rate as of the end of the reporting period, and revenue and expenses are translated at average exchange rates in effect during the period with the resulting gain or loss reflected as a foreign currency cumulative translation adjustment and reported as a component of accumulated other comprehensive income (loss). Gains and losses arising from currency exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in other income.
Income taxes
The Company and its subsidiaries file a consolidated U.S. federal income tax return, and a tax return in Germany for Aquila. 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.
In accordance with ASC 740 “Accounting for Income Taxes” (“ASC 740”), the Company evaluated the deferred tax assets to determine if valuation allowances are required or should be adjusted. ASC 740 requires that companies assess whether valuation allowances should be established against their deferred tax assets based on consideration of all available evidence, both positive and negative, using a “more likely than not” standard of whether the deferred tax assets will be realized. As referenced in Note 1 above, as a result of the restated consolidated financial statements as of and for the year ended June 30, 2022, the Company recorded a full valuation allowance of $5,116,000 against the consolidated net deferred tax assets as the Company determined the net deferred tax assets which includes net operating loss carry-forwards and other tax credits, are more likely not to be realized. During the six months ended December 31, 2022, the Company recorded a full valuation allowance of $1,302,600 to the period change in the net deferred tax assets as the Company determined the net deferred tax assets which includes net operating loss carry-forwards and other tax credits, are more likely not to be realized and therefore the Company recorded a full valuation allowance. In the event that in the future the Company changes the determination as to the amount of deferred tax assets that can be realized, the Company will adjust the valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made.
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 December 31, 2022 and June 30, 2022 and 2021, the Company did not have any unrecognized tax benefits related to various federal and state income tax matters.
The Company recognizes 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 fiscal years ended June 30, 2018 and after. The Company is currently open to audit under the statute of limitations by German tax authorities for the years ended December 31, 2018. The Company does not anticipate any material amount of unrecognized tax benefits within the next 12 months.
Earnings (Loss) Per Common Share
Basic earnings or loss per common share is computed by dividing net income (loss) by the weighted-average number of shares outstanding. Diluted earnings or loss per common share includes the dilutive effect of stock options and warrants, if any. The Company was in a net loss position during the six months ended December 31, 2022 and 2021(unaudited), respectively, and the years ended June 30, 2022 and 2021, respectively, therefore the basic loss per share is the same as dilutive 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.
Reclassification
Certain balances from fiscal year ended June 30, 2022 have been reclassified to conform to the current year presentation.
Recent Accounting Pronouncements
In June 2016, the FASB issued ASU No. 2016-13, Credit Losses-Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning January 1, 2023, and early adoption is permitted. While we will continue to evaluate the potential impacts of the new guidance, the Company does not believe the potential impact of the new guidance and related codification improvements will be material to its consolidated financial position or results of operations.
3. Fair Value of Financial Instruments
The Company follows ASC 820, “Fair Value Measurement”, which has defined 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 was 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 was based on significant inputs that were not observable in the market, therefore, the Company classified 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 as of December 31, 2022 and June 30, 2022 and 2021, respectively, according to the valuation techniques the Company used to determine their fair values:
| | Fair Value Measurements as of December 31, 2022 | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Assets: | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 1,927,100 | | | $ | - | | | $ | - | | | $ | 1,927,100 | |
Investment securities | | | 4,035,500 | | | | 236,600 | | | | - | | | | 4,272,100 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 5,962,600 | | | $ | 236,600 | | | $ | - | | | $ | 6,199,200 | |
| | Fair Value Measurements as of June 30, 2022 | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Assets: | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 2,971,100 | | | $ | - | | | $ | - | | | $ | 2,971,100 | |
Investment securities | | | 5,276,600 | | | | 1,115,000 | | | | - | | | | 6,391,600 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 8,247,700 | | | $ | 1,115,000 | | | $ | - | | | $ | 9,362,700 | |
| | Fair Value Measurements as of June 30, 2021 | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Assets: | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 9,675,200 | | | $ | - | | | $ | - | | | $ | 9,675,200 | |
Investment securities | | | 2,920,600 | | | | 824,000 | | | | - | | | | 3,744,600 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 12,595,800 | | | $ | 824,000 | | | $ | - | | | $ | 13,419,800 | |
| | | | | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | | | | | |
Contingent consideration | | $ | - | | | $ | - | | | $ | 160,000 | | | $ | 160,000 | |
Investments in marketable securities by security type as of December 31, 2022, June 30, 2022 and 2021, respectively, consisted of the following:
As of December 31, 2022: | | Cost | | | Fair Value | | | Unrealized Holding Gain (Loss) | |
| | | | | | | | | |
Equity securities | | $ | 118,900 | | | $ | 154,600 | | | $ | 35,700 | |
Mutual funds | | | 4,063,100 | | | | 3,880,900 | | | | (182,200 | ) |
Debt Securities | | | 235,400 | | | | 236,600 | | | | 1,200 | |
Total | | $ | 4,417,400 | | | $ | 4,272,100 | | | $ | (145,300 | ) |
As of June 30, 2022: | | Cost | | | Fair Value | | | Unrealized Holding Gain (Loss) | |
| | | | | | | | | |
Equity securities | | $ | 118,800 | | | $ | 151,000 | | | $ | 32,200 | |
Mutual funds | | | 5,299,500 | | | | 5,125,600 | | | | (173,900 | ) |
Debt Securities | | | 1,114,100 | | | | 1,115,000 | | | | 900 | |
Total | | $ | 6,532,400 | | | $ | 6,391,600 | | | $ | (140,800 | ) |
As of June 30, 2021: | | Cost | | | Fair Value | | | Unrealized Holding Gain (Loss) | |
| | | | | | | | | |
Equity securities | | $ | 102,200 | | | $ | 154,100 | | | $ | 51,900 | |
Mutual funds | | | 2,752,400 | | | | 2,766,500 | | | | 14,100 | |
Debt Securities | | | 832,700 | | | | 824,000 | | | | (8,700 | ) |
Total | | $ | 3,687,300 | | | | 3,744,600 | | | $ | 57,300 | |
The following table sets forth an analysis of changes during the six months ended December 31, 2022 and the years ended June 30, 2022 and 2021, respectively, in Level 3 financial liabilities of the Company’s contingent obligation which require cash payments to the sellers of certain acquired operations based on royalty payments received. There is no contingent consideration obligation as of December 31, 2022. As of June 30, 2022, the contingent consideration obligation was finalized to $117,500, of which $98,800 was paid to the sellers and $18,700 remains unpaid and reclassified into accounts payable.
| | As of December 31, | | | As of June 30, | |
| | 2022 | | | 2022 | | | 2021 | |
Beginning balance | | $ | - | | | $ | 160,000 | | | $ | 358,000 | |
Decrease in contingent consideration liability | | | - | | | | (42,500 | ) | | | (30,000 | ) |
Payments | | | - | | | | (117,500 | ) | | | (168,000 | ) |
Ending balance | | $ | - | | | $ | - | | | $ | 160,000 | |
4. Inventories
| | As of December 31, | | | As of June 30, | |
| | 2022 | | | 2022 | | | 2021 | |
Raw materials | | $ | 3,703,900 | | | $ | 3,298,300 | | | $ | 2,170,400 | |
Work-in-process | | | 66,700 | | | | 55,300 | | | | 39,600 | |
Finished goods | | | 1,695,000 | | | | 1,342,700 | | | | 767,100 | |
Total Inventories | | $ | 5,465,600 | | | $ | 4,696,300 | | | $ | 2,977,100 | |
| | | | | | | | | | | | |
Inventories - Current Asset | | $ | 4,859,600 | | | $ | 4,696,300 | | | $ | 2,977,100 | |
Inventories - Noncurrent Asset | | | 606,000 | | | | - | | | | - | |
5. Property and Equipment, Net
| | Useful Lives | | | As of December 31, | | | As of June 30, | |
| | (Years) | | | 2022 | | | 2022 | | | 2021 | |
Automobiles | | 5 | | | $ | 22,000 | | | $ | 22,000 | | | $ | 22,000 | |
Computer equipment | | 3-5 | | | | 432,700 | | | | 327,700 | | | | 233,500 | |
Machinery and equipment | | 3-7 | | | | 1,533,000 | | | | 1,364,900 | | | | 1,047,600 | |
Furniture and fixtures | | 4-10 | | | | 105,200 | | | | 105,200 | | | | 148,800 | |
Leasehold improvements | | 3-10 | | | | 272,400 | | | | 268,900 | | | | 64,400 | |
| | | | | | | 2,365,300 | | | | 2,088,700 | | | | 1,516,300 | |
| | | | | | | | | | | | | | | | |
Less accumulated depreciation | | | | | | $ | 1,202,100 | | | $ | 1,083,100 | | | $ | 1,103,700 | |
| | | | | | | | | | | | | | | | |
Property and Equipment, Net | | | | | | $ | 1,163,200 | | | $ | 1,005,600 | | | $ | 412,600 | |
Depreciation expense was $115,200 and $53,400 for the six months ended December 31, 2022 and 2021 (unaudited), respectively, and $145,300 and $104,600 for the years ended June 30, 2022 and 2021, respectively.
During the six months ended December 31, 2022 and 2021 (unaudited), respectively and the years ending June 30, 2022 and 2021, respectively, the Company wrote off fully depreciated property and equipment assets for the cost amount of $0, $0, $164,600 and $0, respectively, and for the accumulated depreciated amount of $0, $0, $164,600 and $0, respectively.
6. Goodwill and Finite Lived Intangible Asset
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 $115,300 as of December 31, 2022, and as of June 30, 2022, respectively and $4,395,400 as of June 30, 2021, all of which is expected to be deductible for tax purposes.
The components of finite lived intangible assets are as follows:
| | Useful Lives | | | Cost | | | Accumulated Amortization | | | Net | |
As of December 31, 2022 | |
Technology, trademarks | | 3-10 yrs. | | | $ | 1,216,800 | | | $ | 721,700 | | | $ | 495,100 | |
Trade names | | 3-6 yrs. | | | | 592,300 | | | | 266,000 | | | | 326,300 | |
Websites | | 3-7 yrs. | | | | 210,000 | | | | 210,000 | | | | - | |
Customer relationships | | 4-10 yrs. | | | | 372,200 | | | | 163,800 | | | | 208,400 | |
Sublicense agreements | | 10 yrs. | | | | 294,000 | | | | 294,000 | | | | - | |
Non-compete agreements | | 4-5 yrs. | | | | 1,060,500 | | | | 602,000 | | | | 458,500 | |
Patents | | 5-7 yrs. | | | | 595,800 | | | | 321,100 | | | | 274,700 | |
| | | | | | $ | 4,341,600 | | | $ | 2,578,600 | | | $ | 1,763,000 | |
| | Useful Lives | | | Cost | | | Accumulated Amortization | | | Net | |
As of June 30, 2022 |
Technology, trademarks | | 3-10 yrs. | | | $ | 1,278,900 | | | $ | 653,400 | | | $ | 625,500 | |
Trade names | | 3-6 yrs. | | | | 592,300 | | | | 228,200 | | | | 364,100 | |
Websites | | 3-7 yrs. | | | | 210,000 | | | | 210,000 | | | | - | |
Customer relationships | | 4-10 yrs. | | | | 372,200 | | | | 143,300 | | | | 228,900 | |
Sublicense agreements | | 10 yrs. | | | | 294,000 | | | | 294,000 | | | | - | |
Non-compete agreements | | 4-5 yrs. | | | | 1,060,500 | | | | 504,200 | | | | 556,300 | |
Patents | | 5-7 yrs. | | | | 594,300 | | | | 289,300 | | | | 305,000 | |
| | | | | | $ | 4,402,200 | | | $ | 2,322,400 | | | $ | 2,079,800 | |
| | Useful Lives | | | Cost | | | Accumulated Amortization | | | Net | |
As of June 30, 2021 |
Technology, trademarks | | 5-10 yrs. | | | $ | 364,700 | | | $ | 362,200 | | | $ | 2,500 | |
Trade names | | 3-6 yrs. | | | | 592,300 | | | | 152,600 | | | | 439,700 | |
Websites | | 3-7 yrs. | | | | 210,000 | | | | 210,000 | | | | - | |
Customer relationships | | 4-10 yrs. | | | | 372,200 | | | | 102,400 | | | | 269,800 | |
Sublicense agreements | | 10 yrs. | | | | 294,000 | | | | 283,000 | | | | 11,000 | |
Non-compete agreements | | 4-5 yrs. | | | | 1,060,500 | | | | 308,600 | | | | 751,900 | |
IPR&D | | 3-5 yrs. | | | | 852,100 | | | | 134,800 | | | | 717,300 | |
Patents and other intangible assets | | 5-7 yrs. | | | | 591,500 | | | | 225,900 | | | | 365,600 | |
| | | | | | $ | 4,337,300 | | | $ | 1,779,500 | | | $ | 2,557,800 | |
Total amortization expense was $265,600, $273,900 for the six months ended December 31, 2022 and 2021 (unaudited), respectively and $542,900 and $146,900 for the years ending June 30, 2022 and 2021, respectively.
Estimated future amortization expense of intangible assets as of December 31, 2022 is as follows:
As of December 31, | | | |
2023 | | $ | 516,600 | |
2024 | | | 506,100 | |
2025 | | | 371,500 | |
2026 | | | 193,800 | |
2027 | | | 92,600 | |
Thereafter | | | 82,400 | |
Total | | $ | 1,763,000 | |
Impairment Loss
As referenced to “Restatement of Prior Period” in Note 1 above, during the preparation of its audited financial statements for the six-month transition period July 1, 2022 to December 31, 2022, the Company identified an error in the use of future projections and weighted average cost of capital used in the annual goodwill impairment testing of the Company’s Bioprocessing Systems segment. As a result of the annual goodwill impairment analysis, the Company determined the carrying value of the Bioprocessing Systems reporting unit exceeded its fair value and therefore the associated goodwill was impaired. Upon further analysis of the error, the Company determined that a goodwill impairment charge to the Bioprocessing Systems segment should have been applied in the fiscal year ended June 30, 2022. As a result of restating the fiscal year ended June 30, 2022 consolidated financial statements, the Company recorded a goodwill impairment charge of $4,280,100 to the goodwill of the Bioprocessing Systems reporting unit as the excess of carrying value over fair value was higher than the recorded amount of goodwill for the reporting unit. As of December 31, 2022 there was no remaining goodwill to the Bioprocessing System reporting unit.
During the six months ended December 31, 2022, the Company determined a technology intangible asset in the Bioprocessing segment was impaired and wrote it down by $51,500, net of accumulated amortization, to its estimated fair value of $0. There was no impairment of intangible assets for six months ended December 31, 2021 (unaudited) or for the years ending June 30, 2022 and 2021, respectively.
7. Acquisition of Aquila Biolabs GmbH
On April 29, 2021 the Company acquired all the outstanding capital stock of Aquila biolabs GmbH, a German start-up company in Baesweiler, Germany, engaged 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. The acquisition was pursuant to a Stock Purchase Agreement (“SPA”) dated April 28, 2021 with official closing occurring on April 29, 2021 whereby the Company paid an aggregate of $7,880,100 in cash upon closing to the sellers. 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 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, 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:
Fair value of assets acquired | | Amount | | | Useful life | |
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 | | | | |
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, 2020 and the six months ended June 30, 2021. In addition, certain historical Aquila balances have been reclassified to conform to the unaudited 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.
The following unaudited consolidated pro forma information is as if the acquisition had occurred on July 1, 2020.
Unaudited Consolidated Pro forma information is as follows: | | Year Ended June 30, 2021 | |
| | | |
Revenues | | $ | 10,023,200 | |
Net loss | | | (4,476,500 | ) |
| | | | |
Earnings per share: | | | | |
Basic | | $ | (1.00 | ) |
Diluted | | | (1.00 | ) |
8. Line of Credit
The Company has a Demand Line of Credit through December 2023 with First National Bank of Pennsylvania which provides for borrowings of up to $300,000 for regular working capital needs, bearing interest at 7.50%. The agreement does not contain any financial covenants and borrowings 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 December 31, 2022, June 30, 2022 and June 30, 2021, respectively, there were no borrowings outstanding under the line.
9. Payroll Protection Program Loan Credit
The Company received $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 its bank. The first loan was forgiven in June 2021, and reflected as other income, except for $32,700 which was repaid. The second loan was forgiven in December 2021 and is reflected as other income (extinguishment of debt) in the accompanying statements of operations and comprehensive loss.
10. Commitments and Contingencies
Legal Matters
During the normal course of business, the Company may be named from time to time as a party to claims and litigations arising in the ordinary course of business. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450, Contingencies. Litigation and contingency accruals are based on our assessment, including advice of legal counsel, regarding the expected outcome of litigation or other dispute resolution proceedings. If the Company determines that an unfavorable outcome is probable and can be reasonably assessed, it establishes the necessary accruals. As of December 31, 2022, the Company is not aware of any contingent legal liabilities that should be reflected in the consolidated financial statements.
Employment Agreements
The Company has an employment agreement with its Chief Executive Officer and President, which expires on June 30, 2025. The agreement 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 the employment for “good reason”, the President will have the right to receive a lump sum payment equal to three times the average of their total annual compensation paid for the last five years preceding such termination. The employment agreement also contains a 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 Company has an employment agreement with its Chairman, which expires on June 30, 2023. 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 the 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. 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 porti’n of any bonus achieved prior to such termination of employment.
The Company has employment agreements with the Chief Executive Officer of Aquila and three managing directors of Aquila for an indefinite term, which can be terminated by either party upon a twelve month written notice for the Chief Executive Officer and a six month written notice for the three managing directors, in accordance with German law. The agreements include a retention bonus of 25,000 euros if the employees do not terminate their employment with the Company within two years after the agreement date or the Company does not terminate their employment for good cause.
11. Related Parties
Consulting Agreement
The Company’s consulting agreement with Mr. Joseph G. Cremonese, a Director of the Company, and his affiliate which provided consulting services on product development, expired on December 31, 2021. The agreement provided that the consultant be paid a monthly retainer fee of $9,000, plus a grant of 20,000 options which were awarded during the year ended June 30, 2020. Consulting expense related to this agreement amounted to $0 and $55,200, for the six months ended December 31, 2022 and 2021 (unaudited) and $55,200 and $108,000 for the years ended June 30, 2022 and 2021, respectively.
The Company’s consulting agreement with Mr. Reinhard Vogt, a former Director of the Company, and his affiliate which provided consulting services was terminated on April 1, 2022. The agreement provided that the consultant be paid a monthly retainer fee of 12,500 euros. The Company paid fees of $0 and $88,500 for the six months ended December 31, 2022 and 2021 (unaudited), respectively and $215,700 and $966,600 for the years ended June 30, 2022 and 2021, respectively. For the year ended June 30, 2021, fees included consulting fees of $207,900 and 125,000 stock options valued at $758,700 on the grant date using the Black-Scholes-Merton option pricing model.
12. Leases
The Company leases certain properties consisting principally of a facility in Bohemia, New York (headquarters) which was amended in September 2021 to increase the space by approximately 25% and extend the lease term through October 2028.The Company also has a facility in Pittsburgh, Pennsylvania for its Bioprocessing Systems Operations through May 2023, and a facility for sales and administration in Orangeburg, New York which was amended in June 2022 to extend the lease term to November 2024. In August and September 2022, the Company entered into two lease agreements to lease motor vehicles for certain employees. The contractual period of each lease is 36 months and the lease was determined to qualify for operating lease treatment upon the lease commencement date. 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.
As of December 31, 2022, the weighted-average remaining lease term for operating lease liabilities was approximately 5.42 years and the weighted-average discount rate was 5.0%. Total cash payments under these leases were $186,000 for the six month ended December 31, 2022 of which $184,400 was recorded as leases expense.
The Company’s approximate future minimum rental payments under all operating leases as of December 31, 2022 are as follows:
Year ended December 31, | | Amount | |
2023 | | $ | 341,900 | |
2024 | | | 289,700 | |
2025 | | | 267,700 | |
2026 | | | 266,600 | |
2027 | | | 274,500 | |
Thereafter | | | 200,900 | |
Total future minimum payments | | $ | 1,641,300 | |
Less: Imputed interest | | | (208,200 | ) |
Total Present Value of Operating Lease Liabilities | | $ | 1,433,100 | |
13. Loss Per Common Share
The Company presents the computation of earnings per share (“EPS”) on a basic 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.
| | Six months ended December 31, | | | Year ended June 30, | |
| | 2022 | | | 2021 (unaudited) | | | 2022 (As Restated) | | | 2021 | |
Weighted average number of common shares outstanding | | | 7,003,599 | | | | 6,458,143 | | | | 6,637,471 | | | | 3,189,602 | |
Effect of dilutive securities: | | | - | | | | - | | | | - | | | | - | |
Weighted average number of dilutive common shares outstanding | | | 7,003,599 | | | | 6,458,143 | | | | 6,637,471 | | | | 3,189,602 | |
| | | | | | | | | | | | | | | | |
Basic and diluted loss per common share: | | | | | | | | | | | | | | | | |
Continuing operations | | ($0.58 | ) | | ($0.33 | ) | | ($2.06 | ) | | ($0.97 | ) |
Discontinued operations | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | | | ($0.18 | ) |
Consolidated operations | | ($0.58 | ) | | ($0.33 | ) | | ($2.06 | ) | | ($1.15 | ) |
Approximately 28,645 and 18,481 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 six months ended December 31, 2022. Approximately 109,886 and 0 shares of the Company’s common stock issuable upon the exercise of options and warrants, respectively, were excluded from the calculation because the effect would be anti-dilutive due to the loss for the six months ended December 31, 2021 (unaudited).
Approximately 39,086 and 0 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, 2022. Approximately 88,691 and 0 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, 2021.
14. Common Stock and Warrants
Authorized Shares
On February 25, 2022, at the Company’s Annual Stockholders Meeting, the stockholders of the Company approved an amendment to its Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock by 5,000,000 shares from 15,000,000 to 20,000,000 shares.
The stockholders also approved an amendment to the Company’s 2012 Stock Option Plan (the “2012 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 2012 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. In addition, the stockholders also approved the adoption of the Company’s 2022 Equity Incentive Plan (the “2022 Plan”) providing for the issuance of up to 1,750,000 shares plus outstanding options granted under the Company’s 2012 Stock Option Plan that expire or are forfeited. The 2022 Plan provides various stock awards including incentive and nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, and other stock awards, which can be awarded to employees and directors of the Company and its subsidiaries.
Issuance and Sale of Common Stock
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, and 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 shares. 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 $1.3 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 earmarked for the Bioprocessing Systems Operations.
On March 2, 2022, the Company entered into a Securities Purchase Agreement with certain private investors pursuant to which the Company issued and sold an aggregate of 545,456 shares of common stock and warrants to purchase up to an additional 274,727 shares of common stock, at an offering price of $5.50 per share, for a gross consideration of $3,000,000. The issuance cost related to this private placement stock issuance amounted to approximately $272,800. Under the terms of Securities Purchase Agreement between the Company and the investors, the Company must use commercially reasonable efforts to file a registration statement with the SEC within 90 days of the closing date to register for resale the shares of common stock sold in the private offering, including the shares of common stock issuable upon the exercise of the warrant. The Company filed a S-1 Registration Statement with the Securities and Exchange Commission, which became effective on June 13, 2022.
Warrants
The following table summarizes information about shares issuable under warrants outstanding during the six month ended December 31, 2022 and for the year ended June 30,2022 and 2021, respectively.
| | Warrant Shares Outstanding | | | Weighted Average Exercise Price | | | Weighted Average Remaining Life | |
Outstanding and exercisable as of June 30, 2020 | | | 1,349,850 | | | $ | 9.00 | | | | 3.97 | |
Issued | | | 1,797,933 | | | | 9.50 | | | | 4.91 | |
Exercised | | | - | | | | - | | | | - | |
Expired or cancelled | | | - | | | | - | | | | - | |
Outstanding and exercisable as of June 30, 2021 | | | 3,147,783 | | | $ | 9.29 | | | | 4.51 | |
Issued | | | 274,727 | | | | 5.50 | | | | 4.67 | |
Exercised | | | - | | | | - | | | | - | |
Expired or cancelled | | | - | | | | - | | | | - | |
Outstanding and exercisable as of June 30, 2022 | | | 3,422,510 | | | $ | 8.98 | | | | 3.60 | |
Issued | | | - | | | | - | | | | - | |
Exercised | | | - | | | | - | | | | - | |
Expired or cancelled | | | - | | | | - | | | | - | |
Outstanding and exercisable as of December 31, 2022 | | | 3,422,510 | | | $ | 8.98 | | | | 3.10 | |
15. Stock Options
2012 Plan
The Company’s 2012 Plan expired in February 2022, which provided for the grant of options to purchase up to 1,193,000 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 provided for the granting of incentive or non-incentive stock options. 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.
2022 Plan
The Company’s 2022 Plan provides for the issuance of up to 1,750,000 shares of the Company’s Common Stock, par value $. 05 per share, plus outstanding options granted under the Company’s 2012 Stock Option Plan that expire or are forfeited. 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. Nonstatutory stock options shall be granted at the fair market value of the shares of Common Stock on the date of grant. As of December 31, 2022, 1,874,947 shares of Common Stock were available for grant of options under the 2022 Plan, of which 184,947 shares of Common Stock are from either terminated or expired options from the 2012 Plan.
During the six months ended December 31, 2022 and 2021 (unaudited), the Company granted 0 and 60,000 options under the 2012 Plan, respectively, to employees that had a fair value of $0 and $268,848, respectively. No options were granted under the 2022 plan during the six months ended December 31, 2022 and 2021 (unaudited).
During the years ended June 30, 2022 and 2021, the Company granted 60,000 and 1,094,171 options under the 2012 Plan, respectively, to employees that had a fair value of $268,848 and $7,929,600, respectively. During the year ended June 30, 2022 the Company granted 60,000 options under the 2022 Plan, to employees that had a fair value of $262,372.
The following table summarizes the weighted-average assumptions used for the Black-Scholes option pricing model to determine the fair value of our stock options for the six months ended December 31, 2022 and 2021 (unaudited), respectively, and for the years ended June 30, 2022 and 2021, respectively:
| | Six months ended December 31, | | | Year ended June 30, | |
| | 2022 | | | 2021 (unaudited) | | | 2022 | | | 2021 | |
Expected term (in years) | | | - | | | | 10 | | | | 10 | | | | 10 | |
Risk-free interest rate | | | - | | | | 1.42 | % | | | 1.91 | % | | | 1.40 | % |
Expected volatility | | | - | | | | 72 | % | | | 72 | % | | | 66 | % |
Dividend rate | | | - | | | | 0 | | | | 0 | | | | 0 | |
Total stock-based compensation costs were $1,236,700 and $1,266,400 for the six months ended December 31, 2022 and 2021 (unaudited), respectively and $2,350,600 and $2,108,000 for the years ended June 30, 2022 and 2021, respectively.
Stock-based compensation costs related to nonvested awards expected to be recognized in the future are $1,945,300 and $4,527,400 as of December 31, 2022 and 2021 (unaudited) and $3,187,300 and $5,935,000 June 30, 2022 and 2021, respectively.
The weighted-average period over which the nonvested awards is expected to be recognized are 1.14 years and 1.81 years for the six months ended December 31, 2022 and 2021 (unaudited) and 1.51 years and 2.27 years and for the years ended June 30, 2022 and 2021, respectively.
The following table summarizes option activity under all plans during the six months ended December 31, 2022 and 2021 (unaudited) and for the years ended June 30, 2022 and 2021:
| | Six months ended December 31, | | | Year Ending | |
| | 2022 | | | 2021 (unaudited) | | | June 30, 2022 | | | June 30, 2021 | |
Shares under option: | | Shares | | | Weighted-Average Exercie Price | | | Shares | | | Weighted-Average Exercie Price | | | Shares | | | Weighted-Average Exercie Price | | | Shares | | | Weighted-Average Exercie Price | |
Outstanding, beginning | | | 1,158,644 | | | $ | 8.40 | | | | 1,180,757 | | | $ | 8.73 | | | | 1,180,757 | | | $ | 8.73 | | | | 96,586 | | | $ | 4.35 | |
Granted | | | - | | | | - | | | | 60,000 | | | | 5.85 | | | | 120,000 | | | | 5.78 | | | | 1,094,171 | | | | 9.07 | |
Exercised | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (1,000 | ) | | | 3.05 | |
Forfeited | | | (42,834 | ) | | | 8.33 | | | | (56,000 | ) | | | 10 | | | | (142,113 | ) | | | 8.98 | | | | (9,000 | ) | | | 3.11 | |
Outstanding, end | | | 1,115,810 | | | $ | 8.40 | | | | 1,184,757 | | | $ | 8.53 | | | | 1,158,644 | | | $ | 8.40 | | | | 1,180,757 | | | $ | 8.73 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Options exercisable end of the period | | | 632,175 | | | $ | 8.30 | | | | 339,743 | | | $ | 7.77 | | | | 567,594 | | | $ | 8.13 | | | | 296,821 | | | $ | 7.69 | |
Weighted average fair value per share of options granted during the period | | | | | | $ | 0.00 | | | | | | | $ | 4.48 | | | | | | | $ | 4.43 | | | | | | | $ | 7.25 | |
NonVested Shares under option: | | Shares | | | Weighted-Average Grant Date Fair Value | | | Shares | | | Weighted-Average Grant Date Fair Value | | | Shares | | | Weighted-Average Grant Date Fair Value | | | Shares | | | Weighted-Average Grant Date Fair Value | |
Outstanding, beginning | | | 591,050 | | | $ | 6.75 | | | | 970,082 | | | $ | 7.16 | | | | 970,082 | | | $ | 7.16 | | | | 44,352 | | | $ | 3.96 | |
Granted | | | - | | | | - | | | | 60,000 | | | | 4.48 | | | | 120,000 | | | | 4.43 | | | | 1,094,171 | | | | 7.25 | |
Vested | | | (106,248 | ) | | | 6.73 | | | | (129,068 | ) | | | 6.85 | | | | (356,919 | ) | | | 7.17 | | | | (168,441 | ) | | | 6.88 | |
Forfeited | | | (1,167 | ) | | | 4.48 | | | | (56,000 | ) | | | 7.31 | | | | (142,113 | ) | | | 6.53 | | | | - | | | | 0 | |
Outstanding, end | | | 483,635 | | | $ | 6.76 | | | | 845,014 | | | $ | 7.01 | | | | 591,050 | | | $ | 6.75 | | | | 970,082 | | | $ | 7.16 | |
| | Six months ended December 31, | |
| | 2022 | | | 2021 (unaudited) | |
| | Shares | | | Weighted-Average Exercise price | | | Weighted-Average Remaining Contractual term | | | Shares | | | Weighted-Average Exercise price | | | Weighted-Average Remaining Contractual term | |
Vested Shares under option: | | | 632,175 | | | $ | 8.30 | | | | 7.30 | | | | 339,743 | | | $ | 7.77 | | | | 7.88 | |
| | Year Ending June 30, | |
| | 2022 | | | 2021 | |
| | Shares | | | Weighted-Average Exercise price | | | Weighted-Average Remaining Contractual term | | | Shares | | | Weighted-Average Exercise price | | | Weighted-Average Remaining Contractual term | |
Vested Shares under option: | | | 567,594 | | | $ | 8.13 | | | | 7.73 | | | | 296,821 | | | $ | 7.69 | | | | 8.55 | |
| | As of December 31, 2022 Options Outstanding | | | As of December 31, 2022 Exercisable | |
Range Exercise Price | | Number Outstanding | | | Remaining Contractual Life (Years) | | | Average Excersie Price | | | Number Outstanding | | | Average Excersie Price | |
| | | | | | | | | | | | | | | |
$5.35 - $ 11.30 | | | 1,055,105 | | | | 7.85 | | | $ | 8.69 | | | | 571,470 | | | $ | 8.82 | |
$2.91 - $ 4.65 | | | 60,705 | | | | 4.00 | | | $ | 3.36 | | | | 60,705 | | | $ | 3.36 | |
| | | 1,115,810 | | | | | | | | | | | | 632,175 | | | | | |
| | As of June 30, 2022 Options Outstanding | | | As of June 30, 2022 Exercisable | |
Range Exercise Price | | Number Outstanding | | | Remaining Contractual Life (Years) | | | Average Excersie Price | | | Number Outstanding | | | Average Excersie Price | |
| | | | | | | | | | | | | | | |
$5.35 - $ 11.30 | | | 1,097,939 | | | | 8.34 | | | $ | 8.68 | | | | 506,889 | | | $ | 8.70 | |
$2.91 - $ 4.65 | | | 60,705 | | | | 4.51 | | | $ | 3.37 | | | | 60,705 | | | $ | 3.37 | |
| | | 1,158,644 | | | | | | | | | | | | 567,594 | | | | | |
| | As of June 30, 2021 Options Outstanding | | | As of June 30, 2021 Exercisable | |
Range Exercise Price | | Number Outstanding | | | Remaining Contractual Life (Years) | | | Average Excersie Price | | | Number Outstanding | | | Average Excersie Price | |
| | | | | | | | | | | | | | | |
$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 | | | | | |
16. Segment Information
Segment and geographical information is reported as follows:
Six Months Ended December 31, 2022 | | Benchtop Laboratory Equipment | | | Bioprocessing Systems | | | Corporate | | | Consolidated | |
| | | | | | | | | | | | |
Revenues | | $ | 4,608,900 | | | $ | 628,900 | | | $ | - | | | $ | 5,237,800 | |
Foreign Sales | | | 1,322,500 | | | | 478,200 | | | | - | | | | 1,800,700 | |
Income (Loss) From Operations | | | 203,500 | | | | (3,483,200 | ) | | | (902,300 | ) | | | (4,137,000 | ) |
Assets | | | 8,622,500 | | | | 5,174,600 | | | | 4,272,100 | | | | 18,069,200 | |
Long-Lived Asset Expenditures | | | 34,300 | | | | 220,200 | | | | - | | | | 254,500 | |
Depreciation and Amortization | | | 50,100 | | | | 330,700 | | | | - | | | | 380,800 | |
Six Months Ended December 31, 2021 (Unaudited) | | Benchtop Laboratory Equipment | | | Bioprocessing Systems | | | Corporate | | | Consolidated | |
| | | | | | | | | | | | |
Revenues | | $ | 5,031,100 | | | $ | 727,500 | | | $ | - | | | $ | 5,758,600 | |
Foreign Sales | | | 2,031,100 | | | | 521,500 | | | | - | | | | 2,552,600 | |
Income (Loss) From Operations | | | 851,700 | | | | (3,712,700 | ) | | | (508,200 | ) | | | (3,369,200 | ) |
Assets | | | 9,715,400 | | | | 10,064,500 | | | | 9,072,600 | | | | 28,852,500 | |
Long-Lived Asset Expenditures | | | 66,600 | | | | 163,300 | | | | - | | | | 229,900 | |
Depreciation and Amortization | | | 46,600 | | | | 280,700 | | | | - | | | | 327,300 | |
Year Ended June 30, 2022 (As Restated) | | Benchtop Laboratory Equipment | | | Bioprocessing Systems | | | Corporate | | | Consolidated | |
| | | | | | | | | | | | |
Revenues | | $ | 9,981,100 | | | $ | 1,419,400 | | | $ | - | | | $ | 11,400,500 | |
Foreign Sales | | | 3,702,400 | | | | 1,101,400 | | | | - | | | | 4,803,800 | |
Income (Loss) From Operations | | | 1,475,800 | | | | (11,369,500 | ) | | | (1,650,400 | ) | | | (11,544,100 | ) |
Assets | | | 9,538,600 | | | | 5,077,500 | | | | 6,391,800 | | | | 21,007,900 | |
Long-Lived Asset Expenditures | | | 92,500 | | | | 732,100 | | | | - | | | | 824,600 | |
Depreciation and Amortization | | | 96,300 | | | | 591,900 | | | | - | | | | 688,200 | |
Year Ended June 30, 2021 | | Benchtop Laboratory Equipment | | | Bioprocessing Systems | | | Corporate | | | Consolidated | |
| | | | | | | | | | | | |
Revenues | | $ | 9,043,600 | | | $ | 731,600 | | | $ | - | | | $ | 9,775,200 | |
Foreign Sales | | | 3,483,700 | | | | 684,600 | | | | - | | | | 4,168,300 | |
Income (Loss) From Operations | | | 1,461,300 | | | | (4,828,600 | ) | | | (1,341,400 | ) | | | (4,708,700 | ) |
Assets | | | 14,783,000 | | | | 8,735,100 | | | | 5,488,300 | | | | 29,006,400 | |
Long-Lived Asset Expenditures | | | 60,500 | | | | 196,900 | | | | - | | | | 257,400 | |
Depreciation and Amortization | | | 103,100 | | | | 148,400 | | | | - | | | | 251,500 | |
Geographical Information
| | Six Months Ended | |
| | December 31, 2022 | | | December 31, 2021 (unaudited) | |
| | Revenue (a) | | | Long-Lived Assets | | | Revenue (a) | | | Long-Lived Assets | |
United States | | $ | 3,437,000 | | | $ | 1,710,000 | | | $ | 3,206,000 | | | $ | 5,181,300 | |
All Other Foreign Countries | | | 1,454,700 | | | | - | | | | 2,276,100 | | | | - | |
Germany | | | 346,100 | | | | 885,000 | | | | 276,500 | | | | 138,000 | |
Total | | $ | 5,237,800 | | | $ | 2,595,000 | | | $ | 5,758,600 | | | $ | 5,319,300 | |
(a) Revenues are attributed to countries based on location of customer
For the six months ended December 31, 2022, one customer accounted for approximately $545,300 revenue from the Benchtop Laboratory Equipment Segment, of which the revenue is 10% or more of the Company’s total revenue. For the six months ended December 31, 2021 (unaudited) and for the year ended June 30, 2022 and 2021, respectively, there are no individual customer accounted for approximately 10% or more of the Company’s total revenue.
A reconciliation of the Company's consolidated segment income/loss from operations to consolidated income (loss) from operations before discontinued operations and income taxes for the six months ended December 31, 2022 and 2021 (unaudited), respectively and for the year ended June 30, 2022 and 2021, respectively are as follows:
Six Months ended December 31, 2022 | | Benchtop Laboratory Equipment | | | Bioprocessing Systems | | | Corporate | | | Consolidated | |
Income (Loss) from Operations | | $ | 203,500 | | | $ | (3,438,200 | ) | | $ | (902,300 | ) | | $ | (4,137,000 | ) |
| | | | | | | | | | | | | | | | |
Other (expense) income, net | | | (28,200 | ) | | | 3,600 | | | | 88,500 | | | | 63,900 | |
| | | | | | | | | | | | | | | | |
Income (Loss) from operations before discontinued operations and income taxes | | $ | 175,300 | | | $ | (3,434,600 | ) | | $ | (813,800 | ) | | $ | (4,073,100 | ) |
Six Months ended December 31, 2021 (unaudited) | | Benchtop Laboratory Equipment | | | Bioprocessing Systems | | | Corporate | | | Consolidated | |
Income (Loss) from Operations | | $ | 851,700 | | | $ | (3,712,700 | ) | | $ | (508,200 | ) | | $ | (3,369,200 | ) |
| | | | | | | | | | | | | | | | |
Other (expense) income, net | | | 415,500 | | | | 52,500 | | | | 47,600 | | | | 515,600 | |
| | | | | | | | | | | | | | | | |
Income (Loss) from operations before discontinued operations and income taxes | | $ | 1,267,200 | | | $ | (3,660,200 | ) | | $ | (460,600 | ) | | $ | (2,853,600 | ) |
Year ended June 30, 2022 (As Restated) | | Benchtop Laboratory Equipment | | | Bioprocessing Systems | | | Corporate | | | Consolidated | |
Income (Loss) from Operations | | $ | 1,475,800 | | | $ | (11,369,500 | ) | | $ | (1,650,400 | ) | | $ | (11,544,100 | ) |
| | | | | | | | | | | | | | | | |
Other (expense) income, net | | | 194,000 | | | | (3,100 | ) | | | 71,500 | | | | 262,400 | |
| | | | | | | | | | | | | | | | |
Income (Loss) from operations before discontinued operations and income taxes | | $ | 1,669,800 | | | $ | (11,372,600 | ) | | $ | (1,578,900 | ) | | $ | (11,281,700 | ) |
Year ended June 30, 2021 | | Benchtop Laboratory Equipment | | | Bioprocessing Systems | | | Corporate | | | Consolidated | |
Income (Loss) from Operations | | $ | 1,461,300 | | | $ | (4,828,600 | ) | | $ | (1,341,500 | ) | | $ | (4,708,800 | ) |
| | | | | | | | | | | | | | | | |
Other (expense) income, net | | | 571,000 | | | | 600 | | | | 82,200 | | | | 653,800 | |
| | | | | | | | | | | | | | | | |
Income (Loss) from operations before discontinued operations and income taxes | | $ | 2,032,300 | | | $ | (4,828,000 | ) | | $ | (1,259,300 | ) | | $ | (4,055,000 | ) |
17. Employee Benefit Plans
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 $58,600 and $53,400 for the six months ended December 31, 2022 and 2021 (unaudited), respectively and $112,400 and $90,700 for the six years ended June 30, 2022 and 2021, respectively.
18. Income Taxes
The Domestic and foreign Components of loss before taxes are:
| | Six Months ended | | | Year ended | |
| | December 31, 2022 | | | 2022 (As Restated) | | | 2021 | |
U.S. operations | | $ | (3,285,900 | ) | | $ | (8,985,600 | ) | | $ | (3,764,500 | ) |
Non-U.S. operations | | | (787,200 | ) | | | (2,296,100 | ) | | | (290,500 | ) |
Total loss before taxes | | $ | (4,073,100 | ) | | $ | (11,281,700 | ) | | $ | (4,055,000 | ) |
The provision for income taxes is comprised of:
| | Six Months ended | | | Year ended | |
| | December 31, 2022 | | | 2022 (As Restated) | | | 2021 | |
U.S. federal taxes: | | | | | | | | | |
Current | | $ | - | | | $ | (99,200 | ) | | $ | - | |
Deferred | | | - | | | | 1,693,700 | | | | (1,152,500 | ) |
Non-U.S. taxes: | | | | | | | | | | | | |
Current | | | - | | | | - | | | | - | |
Deferred | | | - | | | | 800,300 | | | | - | |
Total provision for income taxes | | $ | - | | | $ | 2,394,800 | | | $ | (1,152,500 | ) |
Total provision for income taxes allocated to continuing operations for the six month ended December 31, 2022, and for the year ended June 30, 2022 (as restated) and 2021, respectively was $0, $2,390,800, and ($945,000), respectively.
Total provision for income taxes allocated to discontinued operations for the six month ended December 31, 2022, and for the year ended June 30, 2022 (as restated) and 2021, respectively was $0, $4,000, and ($207,500), respectively.
In accordance with ASC 740 “Accounting for Income Taxes” (“ASC 740”), the Company evaluated the deferred tax assets to determine if valuation allowances are required or should be adjusted. ASC 740 requires that companies assess whether valuation allowances should be established against their deferred tax assets based on consideration of all available evidence, both positive and negative, using a “more likely than not” standard of whether the deferred tax assets will be realized. As referenced in Note 1 above, as a result of the restated consolidated financial statements as of and for the year ended June 30, 2022, the Company recorded a full valuation allowance of $5,116,000 against the consolidated net deferred tax assets as the Company determined the net deferred tax assets which includes net operating loss carry-forwards and other tax credits, are more likely not to be realized and therefore the Company recorded a full valuation allowance. During the six months ended December 31, 2022, the Company recorded a full valuation allowance of $1,302,600 to the period change in the net deferred tax assets as the Company determined the net deferred tax assets which includes net operating loss carry-forwards and other tax credits, are more likely not to be realized and therefore the Company recorded a full valuation allowance. In the event that in the future the Company changes the determination as to the amount of deferred tax assets that can be realized, the Company will adjust the valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made.
The reconciliation of the provision for income taxes at the federal statutory rate of 21% to the actual income tax expense (benefit) for the applicable fiscal year is as follows:
| | Six Months ended | | | Year ended | |
| | December 31, 2022 | | | 2022 (As Restated) | | | 2021 | |
Computed “expected” income tax benefit | | $ | (855,400 | ) | | $ | (2,369,200 | ) | | $ | (1,014,300 | ) |
Research and development credits | | | (49,600 | ) | | | (99,200 | ) | | | (93,900 | ) |
Incentive Stock Option Expense | | | 36,600 | | | | 64,300 | | | | 59,500 | |
PPP Loan Forgiveness | | | - | | | | (91,100 | ) | | | (111,700 | ) |
Valuation allowance | | | 1,302,600 | | | | 5,116,000 | | | | - | |
Aquila Biolabs GmbH operating loss | | | (245,700 | ) | | | (717,100 | ) | | | - | |
Return to provision, and other True-ups | | | (187,800 | ) | | | - | | | | - | |
Other, net | | | (700 | ) | | | 491,100 | | | | 7,900 | |
Income tax expense /(benefit) | | $ | - | | | $ | 2,394,800 | | | $ | (1,152,500 | ) |
Income tax expense/(benefit) allocated to continuing operations for the six month ended December 31, 2022, and for the year ended June 30, 2022 (as restated) and 2021, respectively was $0, $2,390,800, and ($945,000), respectively.
Income tax expense/(benefit) allocated to discontinued operations for the six month ended December 31, 2022, and for the year ended June 30, 2022 (as restated) and 2021, respectively was $0, $4,000, and ($207,500), respectively.
The Company’s expected income tax expense (benefit) differs from its provision for income tax expense primarily due to the Company’s evaluation of its net deferred tax assets and the Company’s related assessment to record a full valuation allowance against those net deferred tax assets in applying the more-likely than not standard that is required under the applicable guidance under Generally Accepted Accounting Principles in the US.
Deferred tax assets and liabilities consist of the following:
| | As of | | | As of June 30, | |
| | December 31, 2022 | | | 2022 (As Restated) | | | 2021 | |
Deferred tax assets: | | | | | | | | | |
Amortization of intangible assets, including goodwill | | $ | 377,800 | | | $ | 326,600 | | | $ | 374,000 | |
Research and development credits | | | 416,900 | | | | 367,400 | | | | 164,600 | |
Goodwill impairment | | | 898,800 | | | | 898,800 | | | | - | |
Capitalized research and development expenses | | | 276,900 | | | | - | | | | - | |
Various accruals | | | 92,200 | | | | 50,400 | | | | 64,600 | |
Stock options expense | | | 1,047,600 | | | | 710,500 | | | | 383,200 | |
Net operating loss | | | 3,353,100 | | | | 2,769,400 | | | | 1,515,800 | |
Other | | | 57,600 | | | | 52,900 | | | | 24,900 | |
Subtotal | | $ | 6,520,900 | | | $ | 5,176,000 | | | $ | 2,527,100 | |
| | | | | | | | | | | | |
Deferred tax liability: | | | | | | | | | | | | |
Depreciation of property | | | (102,300 | ) | | | (60,000 | ) | | | (37,200 | ) |
| | | | | | | | | | | | |
Less valuation allowance | | | (6,418,600 | ) | | | (5,116,000 | ) | | | - | |
| | | | | | | | | | | | |
Net deferred tax assets | | $ | - | | | $ | - | | | $ | 2,489,900 | |
The Company has federal net operating loss (“NOL”) carryforwards of $7,571,300, $5,961,700 and $3,407,000 as of December 31, 2022, June 30, 2022 and 2021, respectively, with no expiration date, which are available to reduce future taxable income. The Company has foregin NOL carryforwards of $5,645,900, $4,858,700 and $2,562,600 as of December 31, 2022, June 30, 2022 and 2021, respectively, with no expiration date, which are available to reduce future taxable income. Under the 2017 Tax Cuts and Jobs Act (the “Tax Act”), federal carryforwards may be carried forward indefinitely. All of the Company’s NOL carryforwards were generated on or after December 31, 2017, the effective date for TCJA NOL’s.
19. Restatement of Prior Period
As of and for the fiscal year ended June 30, 2022, the Company previously reported no valuation allowance against the Company’s net deferred tax assets and the Company previously reported no goodwill impairment charge against the Bioprocessing Systems reporting unit’s goodwill. Upon further analysis, the Company has determined the net deferred tax assets which includes net operating loss carry-forwards and other tax credits, are more likely not to be realized and therefore the Company recorded a full valuation allowance of $5,116,00 against the net deferred tax assets as of and for the fiscal year ended June 30, 2022. Additionally, upon further analysis, the Company has determined the carrying value of the Bioprocessing Systems reporting unit exceeded its fair value and that the associated goodwill was impaired. The Company recorded a goodwill impairment charge of $4,280,100 to write off all the goodwill allocated to the Bioprocessing Systems reporting unit as the excess of carrying value over fair value was higher than the recorded amount of goodwill for the reporting unit, as of and for the fiscal year ended June 30, 2022.
Description of Annual Restatement Tables
The following tables present the effect of the restatement on our previously reported consolidated statement of operations and comprehensive loss, balance sheet, statement of changes in stockholders’ equity, and statement of cash flows for the year ended June, 2022 for which the values were derived from our Annual Report on Form 10-K for the fiscal year ended June 30, 2022 filed on September 28,2022. Certain reclassifications between captions on the statement of cash flows are included in the effect of restatement column to conform to current reporting.
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2022
| | As Filed | | | Effect of Restatement | | | As Restated | |
ASSETS | | | | | | | | | |
Current assets: | | | | | | | | | |
Cash and cash equivalents | | $ | 2,971,100 | | | $ | | | | $ | 2,971,100 | |
Investment securities | | | 6,391,600 | | | | | | | | 6,391,600 | |
Trade accounts receivable, less allowance for doubtful accounts of $15,600 at June 30, 2022 and June 30, 2021 | | | 1,501,400 | | | | | | | | 1,501,400 | |
Inventories | | | 4,696,300 | | | | | | | | 4,696,300 | |
Income tax receivable | | | 161,100 | | | | | | | | 161,100 | |
Prepaid expenses and other current assets | | | 547,600 | | | | | | | | 547,600 | |
Assets of discontinued operations | | | 200 | | | | | | | | 200 | |
Total current assets | | | 16,269,300 | | | | - | | | | 16,269,300 | |
| | | | | | | | | | | | |
Property and equipment, net | | | 1,005,600 | | | | | | | | 1,005,600 | |
Goodwill | | | 4,395,400 | | | | (4,280,100 | ) | | | 115,300 | |
Other intangible assets, net | | | 2,079,800 | | | | | | | | 2,079,800 | |
Deferred taxes | | | 3,743,600 | | | | (3,743,600 | ) | | | - | |
Operating lease right-of-use assets | | | 1,475,500 | | | | | | | | 1,475,500 | |
Other assets | | | 62,400 | | | | | | | | 62,400 | |
Total assets | | $ | 29,031,600 | | | $ | (8,023,700 | ) | | $ | 21,007,900 | |
| | | | | | | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | |
Accounts payable | | $ | 1,105,900 | | | $ | | | | $ | 1,105,900 | |
Accrued expenses | | | 796,000 | | | | | | | | 796,000 | |
Contract liabilities | | | 29,000 | | | | | | | | 29,000 | |
Contingent consideration, current portion | | | - | | | | | | | | - | |
Bank overdraft | | | | | | | | | | | | |
Lease liabilities, current portion | | | 299,300 | | | | | | | | 299,300 | |
Paycheck Protection Program loan | | | - | | | | | | | | - | |
Liabilities of discontinued operations | | | - | | | | | | | | - | |
Total current liabilities | | | 2,230,200 | | | | | | | | 2,230,200 | |
| | | | | | | | | | | | |
Contingent consideration payable, less current portion | | | - | | | | | | | | - | |
Lease liabilities, less current portion | | | 1,239,600 | | | | | | | | 1,239,600 | |
Other long-term liabilities | | | - | | | | | | | | - | |
Total liabilities | | | 3,469,800 | | | | | | | | 3,469,800 | |
| | | | | | | | | | | | |
Shareholders’ equity: | | | | | | | | | | | | |
Common stock, $.05 par value; 20,000,000 and 15,000,000 shares authorized; 7,023,401 and 6,477,945 shares issued; 7,003,599 and 6,458,143 shares outstanding at June 30, 2022 and June 30, 2021 | | | 351,200 | | | | | | | | 351,200 | |
Additional paid-in capital | | | 31,664,100 | | | | | | | | 31,664,100 | |
Accumulated comprehensive loss | | | (105,600 | ) | | | | | | | (105,600 | ) |
Accumulated deficit | | | (6,295,500 | ) | | | (8,023,700 | ) | | | (14,319,200 | ) |
| | | 25,614,200 | | | | (8,023,700 | ) | | | 17,590,500 | |
Less common stock held in treasury at cost, 19,802 shares | | | 52,400 | | | | | | | | 52,400 | |
Total shareholders’ equity | | | 25,561,800 | | | | (8,023,700 | ) | | | 17,538,100 | |
|
Total liabilities and shareholders’ equity | | $ | 29,031,600 | | | $ | (8,023,700 | ) | | $ | 21,007,900 | |
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE YEAR ENDED JUNE 30, 2022
| | As Filed | | | Effects of Restatement | | | As Restated | |
| | | | | | | | | |
Revenues | | $ | 11,400,500 | | | $ | | | | $ | 11,400,500 | |
| | | | | | | | | | | | |
Cost of revenues | | | 5,663,800 | | | | | | | | 5,663,800 | |
| | | | | | | | | | | | |
Gross profit | | | 5,736,700 | | | | | | | | 5,736,700 | |
| | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | |
General and administrative | | | 5,816,600 | | | | | | | | 5,816,600 | |
Selling | | | 4,310,800 | | | | | | | | 4,310,800 | |
Research and development | | | 2,873,300 | | | | | | | | 2,873,300 | |
Goodwill impairment charge | | | - | | | | 4,280,100 | | | | 4,280,100 | |
| | | | | | | | | | | | |
Total operating expenses | | | 13,000,700 | | | | 4,280,100 | | | | 17,280,800 | |
| | | | | | | | | | | | |
Loss from operations | | | (7,264,000 | ) | | | (4,280,100 | ) | | | (11,544,100 | ) |
| | | | | | | | | | | | |
Other income: | | | | | | | | | | | | |
Other income, net | | | 185,100 | | | | | | | | 185,100 | |
Interest income | | | 77,300 | | | | | | | | 77,300 | |
Total other income, net | | | 262,400 | | | | - | | | | 262,400 | |
| | | | | | | | | | | | |
Loss from continuing operations before income tax benefit | | | (7,001,600 | ) | | | (4,280,100 | ) | | | (11,281,700 | ) |
| | | | | | | | | | | | |
Income tax benefit, current | | | (99,200 | ) | | | - | | | | (99,200 | ) |
Income tax (benefit)/expense, deferred | | | (1,253,600 | ) | | | 3,743,600 | | | | 2,490,000 | |
Total income tax (benefit)/expense | | | (1,352,800 | ) | | | 3,743,600 | | | | 2,390,800 | |
| | | | | | | | | | | | |
Loss from continuing operations | | | (5,648,800 | ) | | | (8,023,700 | ) | | | (13,672,500 | ) |
| | | | | | | | | | | | |
Discontinued operations (Note 18): | | | | | | | | | | | | |
| | | | | | | | | | | | |
Gain (loss) from discontinued operations, net of tax | | | 4,400 | | | | | | | | 4,400 | |
| | | | | | | | | | | | |
Net loss | | | (5,644,400 | ) | | | (8,023,700 | ) | | | (13,668,100 | ) |
| | | | | | | | | | | | |
Comprehensive gain (loss): | | | | | | | | | | | | |
Unrealized holding loss on investment securities, net of tax | | | (10,200 | ) | | | | | | | (10,200 | ) |
Foreign currency translation adjustment | | | (86,200 | ) | | | | | | | (86,200 | ) |
Comprehensive loss | | | (96,400 | ) | | | - | | | | (96,400 | ) |
| | | | | | | | | | | | |
Total comprehensive loss | | $ | (5,740,800 | ) | | $ | (8,023,700 | ) | | $ | (13,764,500 | ) |
| | | | | | | | | | | | |
Basic loss per common share | | | | | | | | | | | | |
| | | | | | | | | | | | |
Continuing operations | | $ | (0.85 | ) | | $ | (1.21 | ) | | $ | (2.06 | ) |
Discontinued operations | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | |
Consolidated operations | | $ | (0.85 | ) | | $ | (1.21 | ) | | $ | (2.06 | ) |
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE YEAR ENDED JUNE 30, 2022
| | Common Stock | | | Additional Paid- | | | Accumulated Other Comprehensive | | | Retained Earnings (Accumulated | | | Treasury Stock | | | Total Stockholders' | |
| | Shares | | | Amount | | | in Capital | | | Income (Loss) | | | Deficit) | | | Shares | | | Amount | | | Equity | |
As Filed | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of June 30, 2021 | | | 6,477,945 | | | $ | 324,000 | | | $ | 26,613,500 | | | $ | (9,200 | ) | | $ | (651,100 | ) | | | 19,802 | | | $ | 52,400 | | | $ | 26,224,800 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss | | | - | | | | - | | | | - | | | | - | | | | (5,644,400 | ) | | | - | | | | - | | | | (5,644,400 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Issuance of Common Stock and Warrants, net of issuance cost (Note 14 ) | | | 545,456 | | | | 27,200 | | | | 2,700,000 | | | | - | | | | - | | | | - | | | | - | | | | 2,727,200 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustment | | | - | | | | - | | | | | | | | (86,200 | ) | | | - | | | | - | | | | - | | | | (86,200 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Unrealized holding loss on investment securities, net of tax | | | - | | | | - | | | | - | | | | (10,200 | ) | | | - | | | | - | | | | - | | | | (10,200 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stock-based compensation | | | - | | | | - | | | | 2,350,600 | | | | - | | | | - | | | | - | | | | - | | | | 2,350,600 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of June 30, 2022 - As filed | | | 7,023,401 | | | $ | 351,200 | | | $ | 31,664,100 | | | $ | (105,600 | ) | | $ | (6,295,500 | ) | | | 19,802 | | | $ | 52,400 | | | $ | 25,561,800 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Effects of Restatement - Net loss June 30, 2022 | | | - | | | | - | | | | - | | | | - | | | | (8,023,700 | ) | | | - | | | | - | | | | (8,023,700 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As Restated | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of June 30, 2022 | | | 7,023,401 | | | $ | 351,200 | | | $ | 31,664,100 | | | $ | (105,600 | ) | | $ | (14,319,200 | ) | | | 19,802 | | | $ | 52,400 | | | $ | 17,538,100 | |
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED JUNE 30, 2022
| | As Filed | | | Effect of restatement | | | As Restated | |
| Operating activities: | | | | | | | | | |
Net loss | | $ | (5,644,400 | ) | | $ | (8,023,700 | ) | | $ | (13,668,100 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | |
| Loss/(Gain) on sale of investments | | | 32,700 | | | | | | | | 32,700 | |
| Unrealized holding loss on investments | | | 233,700 | | | | | | | | 233,700 | |
| Provision for bad debt | | | | | | | | | | | - | |
| Extinguishment of debt | | | (433,800 | ) | | | | | | | (433,800 | ) |
| Depreciation and amortization | | | 688,200 | | | | | | | | 688,200 | |
| Deferred income taxes | | | (1,253,600 | ) | | | 3,743,600 | | | | 2,490,000 | |
| Loss on disposal of subsidiary | | | - | | | | | | | | - | |
| Stock-based compensation | | | 2,350,600 | | | | | | | | 2,350,600 | |
| Change in fair value of contingent consideration | | | (42,500 | ) | | | | | | | (42,500 | ) |
| Goodwill impairment charge | | | | | | | 4,280,100 | | | | 4,280,100 | |
| Changes in operating assets and liabilities: | | | | | | | | | | | | |
Trade accounts receivable | | | (206,700 | ) | | | | | | | (206,700 | ) |
Inventories | | | (1,719,200 | ) | | | | | | | (1,719,200 | ) |
Carrying value of right of use assets | | | (810,200 | ) | | | | | | | (810,200 | ) |
Income tax receivable | | | 172,200 | | | | | | | | 172,200 | |
Prepaid and other current assets | | | (207,800 | ) | | | | | | | (207,800 | ) |
Accounts payable | | | 652,400 | | | | | | | | 652,400 | |
Deferred Revenue | | | - | | | | | | | | - | |
Contract liabilities | | | 29,000 | | | | | | | | 29,000 | |
Contingent Consideration | | | - | | | | | | | | - | |
Lease Liabilities | | | 807,900 | | | | | | | | 807,900 | |
Other assets | | | (8,100 | ) | | | | | | | (8,100 | ) |
Other long term liabilities | | | (10,900 | ) | | | | | | | (10,900 | ) |
Accrued expenses and taxes | | | 180,300 | | | | | | | | 180,300 | |
Total adjustments | | | 454,200 | | | | - | | | | 8,477,900 | |
| | | | | | | | | | | | |
Net cash used in operating activities | | | (5,190,200 | ) | | | - | | | | (5,190,200 | ) |
| | | | | | | | | | | | |
| Investing activities: | | | | | | | | | | | | |
Redemption of investment securities | | | 2,709,800 | | | | | | | | 2,709,800 | |
Purchase of investment securities | | | (5,634,500 | ) | | | | | | | (5,634,500 | ) |
Proceeds from sale of Altamira | | | - | | | | | | | | - | |
Purchase of Aquila, net of cash acquired | | | - | | | | | | | | - | |
Capital expenditures | | | (757,600 | ) | | | | | | | (757,600 | ) |
Purchase of other intangible assets | | | (67,000 | ) | | | | | | | (67,000 | ) |
Net cash used in investing activities | | | (3,749,300 | ) | | | | | | | (3,749,300 | ) |
| | | | | | | | | | | | |
| Financing activities: | | | | | | | | | | | | |
Proceeds from issuance of common stock | | | 3,000,000 | | | | | | | | 3,000,000 | |
Issuance of common stock and warrants | | | (272,800 | ) | | | | | | | (272,800 | ) |
Payments of contingent consideration | | | (98,800 | ) | | | | | | | (98,800 | ) |
Bank overdraft | | | (321,700 | ) | | | | | | | (321,700 | ) |
| | | | | | | | | | | | |
Net cash received provided by financing activities | | | 2,306,700 | | | | | | | | 2,306,700 | |
| | | | | | | | | | | | |
| Effect of changes in foreign currency exchange rates on cash and cash equivalents | | | (71,300 | ) | | | | | | | (71,300 | ) |
| | | | | | | | | | | | |
| Net decrease in cash and cash equivalents | | | (6,704,100 | ) | | | | | | | (6,704,100 | ) |
| Cash and cash equivalents, beginning of year | | | 9,675,200 | | | | | | | | 9,675,200 | |
| Cash and cash equivalents, end of year | | $ | 2,971,100 | | | | | | | $ | 2,971,100 | |
| | | | | | | | | | | | |
| SUPPLEMENTAL DISCLOSURES: | | | | | | | | | | | | |
| Cash paid during the period for: | | | | | | | | | | | | |
Income taxes | | $ | - | | | | | | | $ | - | |
| Noncash financing activities: | | | | | | | | | | | | |
Record right-of-use assets | | $ | 1,010,900 | | | | | | | $ | 1,010,900 | |
Record lease liabilities | | $ | 1,010,400 | | | | | | | $ | 1,010,400 | |
20. QUARTERLY FINANCIAL DATA (Unaudited)
Description of Quarterly Restatement Tables
In lieu of filing amended quarterly reports on Form 10-Q, the following tables below present the effect of the restatement on our previously reported consolidated statements of operations and comprehensive loss, balance sheets, statements of changes in stockholders’ equity, and statements of cash flows for which the values were derived from our Quarterly Reports on Form 10-Q for the interim period ended September 30, 2022. Certain reclassifications between captions on the statements of cash flows are included in the effect of restatement columns to conform to current reporting. For further information on the restatement, refer to Note 19 ("Restatement Of Prior Period").
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)
| | As of September, 30, 2022 | |
| | As Filed | | | Effect of Restatement | | | As Restated | |
ASSETS | | | | | | | | | |
Cash and cash equivalents | | $ | 2,437,700 | | | $ | | | | $ | 2,437,700 | |
Investment securities | | | 5,298,600 | | | | | | | | 5,298,600 | |
Trade accounts receivable, less allowance for doubtful accounts of $15,600 at September 30, 2022 and June 30, 2022 | | | 1,141,300 | | | | | | | | 1,141,300 | |
Inventories | | | 4,956,200 | | | | | | | | 4,956,200 | |
Income tax receivable | | | 161,400 | | | | | | | | 161,400 | |
Prepaid expenses and other current assets | | | 510,400 | | | | | | | | 510,400 | |
Assets of discontinued operations | | | - | | | | | | | | - | |
Total current assets | | | 14,505,600 | | | | | | | | 14,505,600 | |
| | | | | | | | | | | - | |
Property and equipment, net | | | 1,066,200 | | | | | | | | 1,066,200 | |
Goodwill | | | 4,395,400 | | | | (4,280,100 | ) | | | 115,300 | |
Other intangible assets, net | | | 1,943,600 | | | | | | | | 1,943,600 | |
Deferred taxes | | | 4,160,800 | | | | (4,160,800 | ) | | | - | |
Operating lease right-of-use assets | | | 1,442,100 | | | | | | | | 1,442,100 | |
Other assets | | | 62,400 | | | | | | | | 62,400 | |
| | | | | | | | | | | - | |
Total assets | | $ | 27,576,100 | | | $ | (8,440,900 | ) | | $ | 19,135,200 | |
| | | | | | | | | | | - | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | | - | |
Current liabilities: | | | | | | | | | | | - | |
Accounts payable | | $ | 452,800 | | | $ | | | | $ | 452,800 | |
Accrued expenses | | | 762,500 | | | | | | | | 762,500 | |
Deferred Revenue | | | - | | | | | | | | - | |
Contingent consideration | | | - | | | | | | | | - | |
Bank overdraft | | | 84,000 | | | | | | | | 84,000 | |
Lease liabilities, current portion | | | 284,400 | | | | | | | | 284,400 | |
Finance Lease liabilities, current portion | | | - | | | | | | | | - | |
Paycheck Protection Program loan | | | - | | | | | | | | - | |
Liabilities of discontinued operations | | | - | | | | | | | | - | |
Total current liabilities | | | 1,583,700 | | | | | | | | 1,583,700 | |
| | | | | | | | | | | - | |
Contingent consideration payable, less current portion | | | - | | | | | | | | - | |
Lease liabilities, less current portion | | | 1,218,700 | | | | | | | | 1,218,700 | |
Other long-term liabilities | | | - | | | | | | | | - | |
| | | | | | | | | | | - | |
Total liabilities | | | 2,802,400 | | | | | | | | 2,802,400 | |
| | | | | | | | | | | - | |
Shareholders’ equity: | | | | | | | | | | | - | |
Common stock, $.05 par value; 20,000,000 and 15,000,000 shares authorized; 7,023,401 and 6,477,945 shares issued; 7,003,599 and 6,458,143 shares outstanding at September 30, 2022 and June 30, 2022 | | | 351,200 | | | | | | | | 351,200 | |
Additional paid-in capital | | | 32,282,200 | | | | | | | | 32,282,200 | |
Accumulated comprehensive loss | | | (219,800 | ) | | | | | | | (219,800 | ) |
Accumulated deficit | | | (7,587,500 | ) | | | (8,440,900 | ) | | | (16,028,400 | ) |
| | | 24,826,100 | | | | (8,440,900 | ) | | | 16,385,200 | |
Less common stock held in treasury at cost, 19,802 shares | | | 52,400 | | | | | | | | 52,400 | |
Total shareholders’ equity | | | 24,773,700 | | | | (8,440,900 | ) | | | 16,332,800 | |
| | | | | | | | | | | - | |
Total liabilities and shareholders’ equity | | $ | 27,576,100 | | | $ | (8,440,900 | ) | | $ | 19,135,200 | |
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
| | For the three Months Ended September 30, 2022 | |
| | As filed | | | Effect on Restatement | | | As Restated | |
Revenues | | $ | 2,670,000 | | | $ | | | | $ | 2,670,000 | |
| | | | | | | | | | | | |
Cost of revenues | | | 1,320,900 | | | | | | | | 1,320,900 | |
| | | | | | | | | | | | |
Gross profit | | | 1,349,100 | | | | | | | | 1,349,100 | |
| | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | |
General and administrative | | | 1,607,500 | | | | | | | | 1,607,500 | |
Selling | | | 875,700 | | | | | | | | 875,700 | |
Research and development | | | 560,100 | | | | | | | | 560,100 | |
| | | | | | | | | | | | |
Total operating expenses | | | 3,043,300 | | | | | | | | 3,043,300 | |
| | | | | | | | | | | | |
Loss from operations | | | (1,694,200 | ) | | | | | | | (1,694,200 | ) |
| | | | | | | | | | | | |
Other expense,net | | | (15,000 | ) | | | | | | | (15,000 | ) |
| | | | | | | | | | | | |
Loss from continuing operations before income tax benefit | | | (1,709,200 | ) | | | | | | | (1,709,200 | ) |
| | | | | | | | | | | | |
Income tax benefit, deferred | | | (417,200 | ) | | | 417,200 | | | | - | |
| | | | | | | | | | | | |
Loss from continuing operations | | | (1,292,000 | ) | | | (417,200 | ) | | | (1,709,200 | ) |
| | | | | | | | | | | | |
Discontinued operations (Note 10): | | | | | | | | | | | | |
| | | | | | | | | | | | |
Gain from discontinued operations, net of tax | | | - | | | | | | | | - | |
| | | | | | | | | | | | |
Net loss | | | (1,292,000 | ) | | | (417,200 | ) | | | (1,709,200 | ) |
| | | | | | | | | | | | |
Comprehensive loss | | | | | | | | | | | | |
Unrealized holding loss on investment securities, net of tax | | | 4,100 | | | | | | | | 4,100 | |
Foreign currency translation (loss) gain adjustment | | | (118,300 | ) | | | | | | | (118,300 | ) |
Comprehensive (loss) gain | | | (114,200 | ) | | | | | | | (114,200 | ) |
| | | | | | | | | | | | |
Total comprehensive loss | | $ | (1,406,200 | ) | | $ | (417,200 | ) | | $ | (1,823,400 | ) |
| | | | | | | | | | | | |
Basic and diluted loss per common share | | | | | | | | | | | | |
| | | | | | | | | | | | |
Continuing operations | | $ | (0.18 | ) | | $ | (0.06 | ) | | $ | (0.24 | ) |
Discontinued operations | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | |
Consolidated operations | | $ | (0.18 | ) | | $ | (0.06 | ) | | $ | (0.24 | ) |
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited)
| | Common Stock | | | Additional Paid-in | | | Accumulated Other Comprehensive | | | Retained Earnings (Accumulated | | | Treasury Stock | | | Total Stockholders' | |
| | Shares | | | Amount | | | Capital | | | Income (Loss) | | | Deficit) | | | Shares | | | Amount | | | Equity | |
| | | | | | | | | | | | | | | | | | | | | | | | |
As Filed | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of June 30, 2022 (unaudited) | | | 7,023,401 | | | $ | 351,200 | | | $ | 31,664,100 | | | $ | (105,600 | ) | | $ | (6,295,500 | ) | | | 19,802 | | | $ | 52,400 | | | $ | 25,561,800 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss | | | - | | | | - | | | | - | | | | - | | | | (1,292,000 | ) | | | - | | | | - | | | | (1,292,000 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustment | | | - | | | | - | | | | - | | | | (118,300 | ) | | | - | | | | - | | | | - | | | | (118,300 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Unrealized holding loss on investment securities, net of tax | | | - | | | | - | | | | - | | | | 4,100 | | | | - | | | | - | | | | - | | | | 4,100 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stock-based compensation | | | - | | | | - | | | | 618,100 | | | | - | | | | - | | | | - | | | | - | | | | 618,100 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of September 30, 2022 (Unaudited) | | | 7,023,401 | | | $ | 351,200 | | | $ | 32,282,200 | | | $ | (219,800 | ) | | $ | (7,587,500 | ) | | | 19,802 | | | $ | 52,400 | | | $ | 24,773,700 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Effect on Restatement | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Adjustment to year end June 30, 2022 Net loss | | | - | | | | - | | | | - | | | | - | | | | (8,023,700 | ) | | | - | | | | - | | | | (8,023,700 | ) |
Adjustment to Three month ended September 30,2022 Net Income | | | | | | | | | | | | | | | | | | | (417,200 | ) | | | | | | | | | | | (417,200 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As Restated | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of September 30, 2022 (unaudited) | | | 7,023,401 | | | $ | 351,200 | | | $ | 32,282,200 | | | $ | (219,800 | ) | | $ | (16,028,400 | ) | | | 19,802 | | | $ | 52,400 | | | $ | 16,332,800 | |
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
| | For the three months ended September 30, 2022 | |
| | As Filed | | | Effect on Restatement | | | As Restated | |
| | | | | | | | | |
Operating activities: | | | | | | | | | |
Net loss | | $ | (1,292,000 | ) | | $ | (417,200 | ) | | $ | (1,709,200 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | |
Depreciation and amortization | | | 188,900 | | | | | | | | 188,900 | |
Stock-based compensation | | | 618,100 | | | | | | | | 618,100 | |
Loss on sale of investments | | | 56,900 | | | | | | | | 56,900 | |
Unrealized holding loss on investments | | | 12,100 | | | | | | | | 12,100 | |
Deferred income taxes | | | (417,200 | ) | | | 417,200 | | | | - | |
Changes in operating assets and liabilities: | | | | | | | | | | | | |
Trade accounts receivable | | | 391,200 | | | | | | | | 391,200 | |
Inventories | | | (334,100 | ) | | | | | | | (334,100 | ) |
Prepaid and other current assets | | | 26,400 | | | | | | | | 26,400 | |
Income tax receivable | | | (300 | ) | | | | | | | (300 | ) |
Operating lease right of use assets | | | 29,700 | | | | | | | | 29,700 | |
Accounts payable | | | (674,800 | ) | | | | | | | (674,800 | ) |
Accrued expenses | | | (11,100 | ) | | | | | | | (11,100 | ) |
Deferred Revenue | | | (27,900 | ) | | | | | | | (27,900 | ) |
Lease Liabilities | | | (32,200 | ) | | | | | | | (32,200 | ) |
Other long term liabilities | | | - | | | | | | | | - | |
| | | | | | | | | | | | |
Net cash used in operating activities | | | (1,466,300 | ) | | | - | | | | (1,466,300 | ) |
| | | | | | | | | | | | |
Investing activities: | | | | | | | | | | | | |
Redemption of investment securities | | | 1,043,000 | | | | | | | | 1,043,000 | |
Purchase of investment securities | | | (14,800 | ) | | | | | | | (14,800 | ) |
Capital expenditures | | | (160,100 | ) | | | | | | | (160,100 | ) |
Purchase of other intangible assets | | | (1,500 | ) | | | | | | | (1,500 | ) |
Payment of Finance Lease Obligations | | | - | | | | | | | | - | |
| | | | | | | | | | | | |
Net cash provided by (used) in investing activities | | | 866,600 | | | | - | | | | 866,600 | |
| | | | | | | | | | | | |
Financing activities: | | | | | | | | | | | | |
Bank overdraft | | | 84,000 | | | | | | | | 84,000 | |
| | | | | | | | | | | | |
Net cash provided by (used) in financing activities | | | 84,000 | | | | | | | | 84,000 | |
| | | | | | | | | | | | |
Effect of changes in foreign currency exchange rates on cash and cash equivalents | | | (17,700 | ) | | | | | | | (17,700 | ) |
| | | - | | | | - | | | | - | |
Net decrease in cash and cash equivalents | | | (533,400 | ) | | | - | | | | (533,400 | ) |
Cash and cash equivalents, beginning of period | | | 2,971,100 | | | | | | | | 2,971,100 | |
Cash and cash equivalents, end of period | | $ | 2,437,700 | | | $ | - | | | $ | 2,437,700 | |
| | | | | | | - | | | | | |
SUPPLEMENTAL DISCLOSURES: | | | | | | | | | | | | |
Noncash financing activities: | | | | | | | | | | | | |
Record right of use assets | | $ | 41,100 | | | | | | | $ | 41,100 | |
Record lease liabilities | | $ | 38,800 | | | | | | | $ | 38,800 | |
Restated Loss per share for the three months ended September, 30, 2022
| | As filed | | | Effect of Restatement | | | As Restated | |
Weighted average number of common shares outstanding | | | 7,003,599 | | | | | | | 7,003,599 | |
Effect of dilutive securities: | | | - | | | | | | | - | |
Weighted average number of dilutive common shares outstanding | | | 7,003,599 | | | | | | | 7,003,599 | |
| | | | | | | | | | | |
Basic and diluted loss per common share: | | | | | | | | | | | |
Continuing operations | | $ | (0.18 | ) | | $ | (0.06 | ) | | $ | (0.24 | ) |
Discontinued operations | | | - | | | | - | | | | - | |
Consolidated operations | | $ | (0.18 | ) | | $ | (0.06 | ) | | $ | (0.24 | ) |
