UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended June 30, 2013
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
________ __________
Commission file number 0-6658
_______
SCIENTIFIC INDUSTRIES, INC.
_________________________________________
(Exact Name of Registrant in Its Charter)
Delaware 04-2217279
_______________________________ ___________________
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
70 Orville Drive, Bohemia, New York 11716
________________________________________ __________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (631) 567-4700
______________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
___________________ _________________________________________
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, par value $.05 per share
______________________________________
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [ x ]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [ x ]
Indicate by check mark whether the registrant(1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes[ x ] No[ ]
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (ss 232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such
files). Yes [ x ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (ss 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [ x ]
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated
filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [ x ]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act) Yes [ ] No [ x ]
The aggregate market value of the voting stock held by non-affiliates
computed by reference to the average bid and asked prices of such stock,
as of August 31, 2013 is $1,986,400.
The number of shares outstanding of the registrant's common stock, par
value $.05 per share ("Common Stock") as of August 31, 2013 is
1,337,663 shares.
DOCUMENTS INCORPORATED BY REFERENCE
None.
2
SCIENTIFIC INDUSTRIES, INC.
Table of Contents
PART I
ITEM 1. BUSINESS 4
ITEM 1A. RISK FACTORS 8
ITEM 2. PROPERTIES 11
ITEM 3. LEGAL PROCEEDINGS 11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 11
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 11
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 12
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 13
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE 14
ITEM 9A. CONTROLS AND PROCEDURES 14
ITEM 9B. OTHER INFORMATION 15
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE 15
ITEM 11. EXECUTIVE COMPENSATION 16
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 20
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
DIRECTOR INDEPENDENCE 21
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 22
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 23
SIGNATURES 29
EXHIBIT 31.0 CERTIFICATION 30
EXHIBIT 32.0 CERTIFICATION 32
3
Forward Looking Statements. The Company and its
representatives may from time to time make written or oral forward-looking
statements with respect to the Company's annual or long-term goals,
including statements contained in its filings with the Securities and
Exchange Commission and in its reports to stockholders.
The words or phrases "will likely result," "will be,"
"will," "are expected to," "will continue to," "is anticipated,"
"estimate," "project" or similar expressions identify "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Such statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical earnings and those presently anticipated or projected.
Readers are cautioned not to place undue reliance on any such
forward-looking statements, which speak only as of the date made.
PART I
Item 1. Business.
General. Incorporated in 1954, Scientific Industries,
Inc., a Delaware corporation (which along with its subsidiaries, the
"Company") is engaged in the design, manufacture, and marketing of
standard benchtop laboratory equipment ("Benchtop Laboratory Equipment"),
and customized catalyst research instruments ("Catalyst Research
Instruments"), under its wholly-owned subsidiary, Altamira Instruments,
Inc., and through its subsidiary, Scientific Bioprocessing, Inc., ("SBI"),
the design and development of bioprocessing systems and products
("Bioprocessing Systems"). The Company's products are used primarily
for research purposes by universities, pharmaceutical companies, national
laboratories, medical device manufacturers, petrochemical companies and
other industries performing laboratory-scale research.
Operating Segments. The Company views its operations as
three segments: the manufacture and marketing of standard Benchtop
Laboratory Equipment for research in university and industrial laboratories
sold primarily through laboratory equipment distributors, the manufacture
and marketing of custom-made Catalyst Research Instruments for universities,
government laboratories, and chemical and petrochemical companies, and the
production, marketing and sublicensing of bioprocessing systems and products
for research in university and industrial laboratories. For certain financial
information regarding the Company's operating segments, see Note 3 to the
consolidated financial statements included under Item 8.
Products.
Benchtop Laboratory Equipment. The Company's Benchtop
Laboratory Equipment products consist of mixers and shakers, rotators/
rockers, refrigerated and shaking incubators, and magnetic stirrers.
Sales of the Company's principal product, the Vortex-Genie(R) 2 Mixer,
excluding accessories, represented approximately 42% of the Company's total
net revenues for each of the fiscal years ended June 30, 2013 ("fiscal 2013")
and June 30, 2012 ("fiscal 2012"), and 67% and 63%, of the segment's sales
for fiscal 2013 and fiscal 2012, respectively.
The vortex mixer is used to mix the contents of test tubes,
beakers, and other various containers by placing such containers on a
rotating cup or other attachments which cause the contents to be mixed at
varying speeds.
The Company's additional mixers and shakers include a high
speed touch mixer; a mixer with an integral timer, a patented cell
disruptor; microplate mixers, two vortex mixers incorporating digital
control and display; a large capacity multi-vessel vortex mixer and shaker,
and a large capacity orbital shaker.
4
The Company also offers various benchtop multi-purpose
rotators and rockers, designed to rotate and rock a wide variety of
containers, and a refrigerated incubator and an incubator shaker, both
of which are multi-functional benchtop environmental chambers designed
to perform various shaking and stirring functions under controlled
environmental conditions.
Its line of magnetic stirrers include a patented high/low
programmable magnetic stirrer; a four-place high/low programmable magnetic
stirrer; a large volume magnetic stirrer available in analog and digital
versions; and a four-place general purpose stirrer also available in
analog and digital versions.
Catalyst Research Instruments. The Catalyst Research
Instrument products are offered through the Company's subsidiary,
Altamira. Its flagship product is the AMI-200(TM), which is used to
perform traditional catalyst characterization experiments on an
unattended basis. The product also features a stand-alone personal
computer to control the instrument and incorporates proprietary
LabVIEW(R)-based software. The Company's AMI-300(TM) Catalyst
Characterization Instrument incorporates a sophisticated data handling
package and is designed to perform dynamic temperature-programmed
catalyst characterization experiments. All AMI model instruments are
designed or adapted to a customer's individual requirements.
Its other Catalyst Research Instrument products
include reactor systems, high throughput systems and micro-activity
reactors, including the Company's BenchCAT(TM) custom reactor systems.
They are available with single and multiple reactor paths and with
reactor temperatures up to 1200 degrees Celsius. The systems feature
multiple gas flows, are available in gas and gas/liquid configurations,
and feature one or more stand-alone personal computers with the
LabVIEW(R)-based control software.
Bioprocessing Systems. The Company, through SBI, is
engaged in the design and development of bioprocessing systems,
principally microreactor systems using disposable sensors for
vessels with volumes ranging from 250 milliliter to five liters,
for future sale or licensing. In addition, the Company sublicenses
the patents and technology it holds exclusively under a license with
the University of Maryland, Baltimore County, ("UMBC"), for which
it receives royalties.
Product Development. The Company designs and
develops substantially all of its products. Company personnel
formulate plans and concepts for new products and improvements or
modifications of existing products. The Company engages outside
consultants to augment its capabilities in areas such as industrial
and electronics design.
Major Customer. Sales, principally of the
Vortex-Genie 2 Mixer, to one customer, which is one of the two
major distributors of laboratory equipment, represented for fiscal
2013, 6.8% of total revenues, and 10.9% of Benchtop Laboratory
Equipment product sales. For fiscal 2012, sales to the customer
accounted for 7.1% of total revenues and 10.5% of the segment's
sales. Sales of Catalyst Research Instrument products are generally
pursuant to a few large orders amounting on average to over $100,000
to a limited number of customers. In fiscal 2013, sales to two
customers, which represented at least 10% of that segment's sales
for each, accounted for an aggregate of 32% of the segment's sales
(11% of the total revenues). In fiscal 2012, sales to three
different customers accounted for an aggregate of 44% of the
segment's sales (14% of total revenues).
Marketing.
Benchtop Laboratory Equipment. The Company's
Benchtop Laboratory Equipment products are generally distributed
and marketed through an established network of domestic and overseas
laboratory equipment distributors who sell the Company's products
through printed catalogs, websites and sales force. See "Major
Customer". The Company also markets products through attendance at
industry trade shows, trade publication advertising, brochures
and catalogs, the Company's website, one sales manager in the U.S.,
and a consultant in Europe.
5
In general, due to the reliance on sales through
the catalog distribution system, it takes two to three years for
a new benchtop laboratory equipment product to begin generating
meaningful sales.
Catalyst Research Instruments. The Company's
Catalyst Research Instruments are sold directly worldwide to
universities, government laboratories, and chemical and
petrochemical companies through its sales personnel and
independent representatives engaged on a commission basis. Its
marketing efforts include attendance at various trade shows,
Altamira's website, outside sales representatives, and printed
materials.
Bioprocessing Systems. The Company's
Bioprocessing Systems products, are currently under development
and will be offered both directly and through distribution
worldwide to university, industrial, and government laboratories.
It is anticipated that the related marketing efforts will mainly
comprise attendance at various trade shows, publications, website,
and dealer-related activities.
Assembly and Production. The Company has an
operating facility in Bohemia, New York from which its Benchtop
Laboratory Equipment Operations are conducted and one in Pittsburgh,
Pennsylvania from which its Catalyst Research Instruments Operations
are conducted. The Company's production operations principally
involve assembly of components supplied by various domestic and
international independent suppliers. The Company has not commenced
production of bioprocessing products, but anticipates that its
current facilities will be adequate for such purpose.
Patents, Trademarks, and Licenses.
The Company holds several United States patents
relating to its products, including a patent which expires in
September 2015 for the TurboMix(R), an accessory to the Vortex-Genie
2 Mixer, a patent which expires in July 2016 on the Roto-Shake Genie(R);
a patent which expires in November 2022 on the MagStir Genie(R),
MultiMagStir Genie(R), and Enviro-Genie(R), and a patent which expires
in January 2023 on a biocompatible bag with integral sensors. The
Company does not anticipate, although it cannot provide assurance,
any material adverse effect on its operations following the expiration
of the foregoing patents.
The Company has various proprietary marks, including
AMI(TM), BenchCAT(TM), BioGenie(R), Cellphase(R), Cellstation(R),
Disruptor Beads(TM), Disruptor Genie(R), Enviro-Genie(R), Genie(TM),
Incubator Genie(TM), MagStir Genie(R), MegaMag Genie(R), MicroPlate
Genie(R), MultiMagStir Genie(R), Multi-MicroPlate Genie(R),
Orbital-Genie(R), QuadMag Genie(R), Rotator Genie(R), Roto-Shake
Genie(R), TurboMix(TM), and Vortex-Genie(R), each of which it
considers important to the success of the related product. The
Company also has several trademark applications pending. No
representation can be made that any application will be granted
or as to the protection that any existing or future trademark
may provide.
The Company has several licensing agreements for
technology and patents used in the Company's business, including an
exclusive license from UMBC with respect to rights and know-how under
a patent held by UMBC related to non-disposable sensor technology,
which the Company further sublicenses on an exclusive basis to a German
company except for non-exclusive rights held by the Company as it
relates to the use of the technology with vessels of sizes ranging
from 250 milliliters to 5 liters, and to applications in sub-milliliter
volumes licensed to a third party. The Company also holds a license
as to the technology related to its patent for the Roto-Shake Genie,
and a patent related to its TurboMix attachment for the Vortex-Genie
and Disruptor Genie. Total license fees paid by the Company under
all its licenses for fiscal 2013 and fiscal 2012 amounted to $117,100
and $87,300, respectively.
Foreign Sales. The Company's sales to overseas
customers, principally in Asia and Europe, accounted for approximately
58% and 55% of the Company's net revenues for fiscal 2013 and fiscal
2012, respectively. Payments are in United States dollars and are
therefore not subject to risks of currency fluctuation, foreign duties
and customs.
Seasonality. The Company does not consider its
business to be seasonal.
6
Backlog. The amount of backlog for Benchtop
Laboratory Equipment products is not a significant factor because
this line of products is comprised of standard catalog items requiring
lead times which usually are not longer than two weeks. There is no
backlog for Bioprocessing Systems. The backlog for Catalyst Research
Instrument products as of June 30, 2013 was $336,800, all of which is
expected to be filled by June 30, 2014, as compared to a backlog of
$303,200 as of June 30, 2012, all of which was filled in fiscal 2013.
Competition. Most of the Company's principal
competitors are substantially larger and have greater financial,
production and marketing resources than the Company. Competition is
generally based upon technical specifications, price, and product
recognition and acceptance. The Company's main competition for its
Benchtop Laboratory Equipment products derives from private label
brand mixers offered by laboratory equipment distributors in the
United States and Europe. However, the Company believes that despite
its smaller size, it is a major market participant in the global
vortex mixer market.
The Company's major competitors for its Benchtop
Laboratory Equipment are Henry Troemner, Inc. (a private label
supplier to the two largest laboratory equipment distributors in
the U.S. and Europe), IKA-Werke GmbH & Co. KG, a German company,
Benchmark Scientific, Inc., (a United States importer of China-
produced products), and Heidolph Instruments GmbH, a German company.
The primary competition for the Company's Catalyst
Research Instrument products is in the form of instruments produced
internally by research laboratory staffs of potential customers.
Major competitors in the United States include Quantachrome
Instruments, and Micromeritics Instrument Corporation, each a
privately-held company.
The potential major competitors for the Company's
Bioprocessing Systems are Applikon Biotechnology, B.V. (Netherlands),
DASGIP Technology GmbH (Germany), and PreSens - Precision
Sensing GmbH (Germany).
Research and Development. The Company incurred
research and development expenses, the majority of which related
to its new Benchtop Laboratory Equipment products, of $450,500
during fiscal 2013 compared to $375,900 during fiscal 2012. The
Company expects research and development expenditures in the
fiscal year ending June 30, 2014 will be at approximately the
same level as those in fiscal 2013.
Government and Environmental Regulation. The
Company's products and claims with respect thereto have not
required approval of the Food and Drug Administration or any other
government approval. The Company's manufacturing operations, like
those of the industry in general, are subject to numerous existing
and proposed, if adopted, federal, state, and local regulations to
protect the environment, establish occupational safety and health
standards and cover other matters. The Company believes that its
operations are in compliance with existing laws and regulations
and the cost to comply is not significant to the Company.
Employees. As of August 31, 2013, the Company
employed 26 persons (17 for the Benchtop Laboratory Equipment
Operations and 9 for the Catalyst Research Instruments Operations) of
whom 24 were full-time, including its three executive officers. All
activities of the Bioprocessing Systems Operations are being
performed by employees of the other two operations and consultants.
None of the Company's employees are represented by any union.
7
Available Information. The Company's Annual
Report to Stockholders for fiscal 2013, includes its Annual
Report on Form 10-K. The Annual Report will be mailed to security
holders together with the Company's proxy material and
solicitation as it relates to the Company's 2013 Annual Meeting of
Stockholders. All the Company's reports, including Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K and other information filed with, or
furnished to, the Securities and Exchange Commission (the "SEC"
or the "Commission"), including amendments to such reports, are
available on the SEC's website that contains such reports, proxy
and information statements, and other information regarding
companies that file electronically with the Commission. This
information is available at www.sec.gov. In addition, all the
Company's public filings can be accessed through the Company's
website at http://scientificindustries.com/secfilings.html.
Item 1A. Risk Factors.
In connection with the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995,
important risk factors are identified below that could affect
the Company's financial performance and could cause the Company's
actual results for future periods to differ materially from any
opinions or statements expressed with respect to such future
periods in any current statements. The Company undertakes no
obligation to publicly revise any forward-looking announcements
to reflect future events or circumstances.
Dependence on Major Customers
Sales to one customer, a major laboratory
equipment distributor in the United States, represented 10.9%
and 10.5% of the segment's sales for fiscal 2013 and 2012,
respectively. Sales to another customer, an overseas laboratory
equipment distributor accounted for 11.5% and 12.1% of the
segment's sales for fiscal 2013 and 2012, respectively.
No representation can be made that the Company
will be successful in continuing to retain either or both
customers, or not suffer a material reduction in sales either
which could have an adverse effect on future operating results
of the Company.
One Benchtop Laboratory Equipment Product Accounts for a
Substantial Portion of Revenues
The Company has a limited number of Benchtop
Laboratory Equipment products with one product, the Vortex-Genie
2 Mixer, accounting for approximately 67% and 63% of Benchtop
Laboratory Equipment sales, for fiscal 2013 and fiscal 2012,
respectively, and 42% of total revenues for each of fiscal
2013 and fiscal 2012.
The Company is a Small Participant in Each of the Industries
in Which It Operates
The Benchtop Laboratory Equipment industry is
a highly competitive mature industry. Although the Vortex-Genie
2 Mixer has been widely accepted, the annual sales of the
Benchtop Laboratory Equipment products ($4,466,000 for fiscal
2013 and $4,160,500 for fiscal 2012) are significantly lower
than the annual sales of many of its competitors in the industry.
The principal competitors are substantially larger with much
greater financial, production and marketing resources than the
Company. There are constant new entrants into the vortex mixer
market, including those offering products imported from China,
which the Company is unable to compete on price.
The production and sale of Catalyst Research
Instruments products is highly competitive. Altamira's
competitors include several companies with greater resources
and many laboratories which produce their own instruments.
The Company's Bioprocessing Systems operation
is a participant in the fast-growing laboratory-scale sector
of the larger bioprocessing products industry, which is
dominated by several large companies with much greater
resources than the Company.
8
The Company's Ability to Grow and Compete Effectively Depends
In Part on Its Ability to Develop and Effectively Market
New Products
Over the past ten years, the Company has
continuously invested in the development and marketing of new
Benchtop Laboratory Equipment products with a view to increasing
revenues and reducing the Company's dependence on the
Vortex-Genie 2 Mixer. Gross revenues derived from such
other Benchtop Laboratory Equipment products amounted to
$1,468,300 for fiscal 2013 and $1,545,400, for fiscal 2012.
The segment's ability to compete will depend upon the Company's
success in continuing to develop and market new laboratory
equipment as to which no assurance can be given.
The Company relies primarily on distributors
and their catalogs to market its Benchtop Laboratory Equipment
products, as is customary in the industry. Accordingly, sales
of new products are heavily dependent on the distributors'
decision to include and retain a new product in the distributors'
catalogs and on their websites. It may be at least 24 to 36
months between the completion of development of a product and
the distribution of the catalog in which it is first offered;
furthermore, not all distributors feature the Company's
products in their catalogs.
The Company's line of Catalyst Research
Instruments consists of only a few products. The ability of
the Company to compete in this segment and expand the line will
depend on its ability to make engineering improvements to
existing products and develop and add new products incorporating
more current technology. Over the last two fiscal years the
Company has introduced two new catalyst research products to
increase its product offerings and has continuously sought to
expand its outside sales force.
The success of the Company's new Bioprocessing
Systems operation will be heavily dependent on its ability to
develop and market new products. New products are being or are
to be developed by the Company's employees and outside consultants.
Such products are of a complex nature of which the Company has
limited or no prior experience and are taking longer to develop
than previously anticipated. In addition, they will be subject
to beta testing by end users, which could result in design
and/or production changes which could further delay development
time. The sale and marketing of the products, at least
initially, will be through the Company's attendance at trade
shows, website, and a few select distributors.
No assurance can be given that the amounts
allocated by the Company for its new product development and
sales and marketing programs will be sufficient to develop
additional commercially feasible products which will be
accepted by the marketplace, or that any distributor will
include or retain any particular product in its catalogs and
websites.
The Company May Be Subject to General Economic, Political,
and Social Factors
Orders for the Company's products, particularly
its Catalyst Research Instruments products, depend in part, on
the customer's ability to secure funds to finance purchases,
especially government funding. Availability of funds can be
affected by budgetary constraints. Factors including a general
economic recession, such as the one which commenced in fiscal
2009 and negatively affected the Company in fiscal 2011 and
fiscal 2012, the European crisis, or a major terrorist attack
would likely have a negative impact on the availability of
funding including government or academic grants to potential
customers.
The Company's ability to secure new Catalyst
Research Instruments orders can also be affected by changes in
domestic and international policies pertaining to energy and
the environment, which could affect funding of potential
customers.
9
The Company is Heavily Dependent on Outside Suppliers for
the Components of Its Products
The Company purchases all its components
from outside suppliers and relies on a few single suppliers
for some crucial Benchtop Laboratory Equipment components,
mostly due to cost considerations. Many of the Company's
suppliers, including United States vendors, produce the
components directly or indirectly in overseas factories,
and orders are subject to long lead times and potential
other risks related to production in a foreign country.
To minimize the risk of supply shortages, the Company
keeps more than normal quantities on hand of the critical
components that cannot easily be procured or, where
feasible and cost effective, purchases are made from
more than one supplier.
However, a shortage of such components
could halt production and have a material negative effect
on the Company's operations.
The Company's Ability to Compete Depends in Part on Its
Ability To Secure and Maintain Proprietary Rights to its
Products
The Company has no patent protection for its
principal Benchtop Laboratory Equipment product, the
Vortex-Genie 2 Mixer, or for its Catalyst Research
products and limited patent protection on a few other
Benchtop Laboratory Equipment products. There are
several competitive products available in the marketplace
possessing similar technical specifications and design.
As part of the asset purchase by SBI during
fiscal 2012, the Company acquired the rights to
various patents for bioprocessing products which it
licenses from UMBC.
There can be no assurance that any patent
issued, licensed or sublicensed to the Company provides
or will provide the Company with competitive advantages
or will not be challenged by third parties. Furthermore,
there can be no assurance that others will not independently
develop similar products or design around the patents.
Any of the foregoing activities could have a material
adverse effect on the Company. Moreover, the enforcement
by the Company of its patent or license rights may require
substantial litigation costs.
The Company Has Limited Management Resources
The loss of the services of any of Ms. Helena
Santos, the Company's Chief Executive and Financial Officer
and President, Mr. Robert Nichols, the Company's Executive
Vice President and Mr. Brookman March, President of Altamira,
or any material expansion of the Company's operations could
place a significant additional strain on the Company's
limited management resources and could be materially adverse
to the Company's operating results and financial condition.
The Common Stock of the Company is Thinly Traded and is
Subject to Volatility
As of August 31, 2013, there were only 1,337,663
shares of Common Stock of the Company outstanding, of which
339,223 shares (25.4%) were held by the directors and officers
of the Company. The Common Stock of the Company is traded
on the Over-the-Counter Bulletin Board and, historically, has
been thinly traded. There have been a number of trading days
during fiscal 2013 on which no trades of the Company's Common
Stock were reported. Accordingly, the market price for the
Common Stock is subject to great volatility.
10
Item 2. Properties.
The Company's executive offices and principal
manufacturing facility for its Benchtop Laboratory Equipment
Operations comprise approximately 25,000 square feet, are
located in Bohemia, New York and held pursuant to a lease
expiring in January 2015. The Company's Catalyst Research
Instruments Operations are conducted from an approximately
9,000 square foot facility in Pittsburgh, Pennsylvania under
a lease expiring in November 2017. The Bioprocessing Systems
operation does not occupy a separate physical location. See
Note 10 to the Financial Statements in Item 8. The leased
facilities are suitable and adequate for each of the Company's
operations. In the opinion of management, all properties
are adequately covered by insurance.
Item 3. Legal Proceedings.
The Company is not a party to any pending
legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security
holders during the fourth quarter of fiscal
2013.
PART II
Item 5. Market for the Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities.
The Company's Common Stock is traded in the over-the-
counter market. The following table sets forth the low and
high bid quotations for each quarter of fiscal 2012 and fiscal
2013, as reported by the National Association of Securities
Dealers, Inc. Electronic Bulletin Board. Such quotations
reflect inter-dealer prices, without retail mark-up, mark-
down or commission and may not represent actual transactions:
For Fiscal Quarter Ended: Low Bid High Bid
09/30/11 2.30 3.26
12/31/11 2.26 3.25
03/31/12 1.49 2.76
06/30/12 1.95 2.25
09/30/12 1.51 2.00
12/31/12 1.62 2.10
03/31/13 1.88 2.68
06/30/13 2.55 3.06
(a) As of August 31, 2013, there were 403 record
holders of the Company's Common Stock.
(b) On November 1, 2012, the Company paid a cash dividend
of $.03 per share to stockholders of record on October 1, 2012.
On November 13, 2011, the Company paid a cash dividend of $.05 per
share to stockholders of record on September 26, 2011. The
Company is not subject to any agreement which prohibits or
restricts the Company from paying dividends on its Common Stock.
11
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Forward-Looking statements. Certain statements
contained in this report are not based on historical facts, but
are forward-looking statements that are based upon various
assumptions about future conditions. Actual events in the
future could differ materially from those described in the
forward-looking information. Numerous unknown factors and future
events could cause such differences, including but not limited
to, product demand, market acceptance, success of marketing
strategy, success of expansion efforts, impact of competition,
adverse economic conditions, and other factors affecting the
Company's business that are beyond the Company's control, which
are discussed elsewhere in this report. Consequently, no
forward-looking statement can be guaranteed. The Company
undertakes no obligation to publicly update forward-looking
statements, whether as a result of new information, future events
or otherwise. This Management's Discussion and Analysis of
Financial Condition and Results of Operations should be read
in conjunction with the Company's financial statements and
the related notes included elsewhere in this report.
Overview. Income before income taxes increased
to $520,800 for fiscal 2013 from $61,900 for fiscal 2012,
primarily as a result of the increased income of the Benchtop
Laboratory Operations due to higher sales and lower expenses,
and the Catalyst Research Instruments Operations' income of
$151,400 for fiscal 2013 compared to a loss of $190,400 for
fiscal 2012 due to higher overseas sales and improved gross
margins. The Bioprocessing Systems Operations reflected a loss
of $169,900 compared to a loss of $111,200 last year due to the
higher amortization expense and product development costs.
Results of Operations. Net sales for fiscal
2013 increased $931,900 (15.0%) to $7,134,500 from $6,202,600
for fiscal 2012, reflecting increases of $600,600 (30.9%) in
net sales of catalyst research instruments, and $305,500 (7.3%)
in benchtop laboratory equipment sales, and a $25,800 increase in
revenues by the Bioprocessing Systems Operations.
Sales of catalyst research instruments are comprised of
a small number of large orders, typically averaging more than
$100,000 each. As of June 30, 2013, the order backlog for these
products was $336,800 compared to $303,200 as of June 30, 2012.
The higher sales of catalyst research instruments resulted from
increased sales to overseas customers in active markets such as
China and Brazil.
Revenues derived from the new Bioprocessing
Systems Operations consist primarily of net royalties received
from sublicensees. The Company expects that such Operations will
also generate future revenues from products currently under
development, although no assurance can be given.
The gross profit percentage for fiscal 2013 was
41.5% compared to 38.0% for fiscal 2012 due mainly to higher
margins in the catalyst research instruments sales.
General and administrative expenses for fiscal
2013 increased $47,100 (3.8%) to $1,277,700 compared to
$1,230,600 for fiscal 2012, primarily due to increases in such
expenses for the Bioprocessing Systems Operations, and the
Catalyst Research Instruments Operations.
Selling expenses for fiscal 2013 increased
only slightly, $8,900 (1.2%) to $723,100 from $714,200 for
fiscal 2012.
12
Research and development expenses increased
by $74,600 (19.8%) to $450,500 compared to $375,900 for fiscal
2012, primarily the result of increased new product development
costs by the Benchtop Laboratory Equipment Operations, and the
new product development costs incurred by the Bioprocessing
Systems Operations.
Total other income decreased by $11,800 (46.8%)
to $13,400 for fiscal 2013 from $25,200 for fiscal 2012, mainly
due to lower interest income and other income items.
Income tax expense for fiscal 2013 was $124,400
compared to a tax benefit of $4,200 last year primarily due to
the increased current period income.
As a result of the foregoing, net income for
fiscal 2013 was $396,400, a $330,300 (499.7%) increase from
$66,100 for fiscal 2012.
Liquidity and Capital Resources. Cash and
cash equivalents increased by $158,000 to $927,300 as of
June 30, 2013 from $769,300 as of June 30, 2012.
Net cash provided by operating activities was
$564,400 for fiscal 2013 as compared to $331,800 for fiscal 2012,
primarily due to the higher income for fiscal 2013. Cash used
in investing activities decreased to $253,700 for fiscal 2013
compared to $350,300 for fiscal 2012, primarily due to the
cash used in the asset purchase by SBI in fiscal 2012. Net cash
used in financing activities increased to $152,700 for fiscal
2013 compared to $120,000 in fiscal 2012 mainly due to the
additional payments under the Note Payable related to the SBI
asset acquisition.
The Company's working capital was $3,825,100
as of June 30, 2013 compared to $3,417,200 as of June 30, 2012,
primarily as a result of the higher income for fiscal 2013.
The Company has a line of credit with its bank,
JPMorgan Chase Bank, N.A. which provides for maximum borrowings
of up to $700,000, bearing interest at 3.05 percentage points
above the LIBOR Index, which was approximately 3.25% at June
30, 2013 and is to be secured by a pledge of collateral
consisting of the inventory, accounts, chattel paper, equipment
and general intangibles of the Company. Outstanding amounts
are due and payable by June 14, 2014 with a requirement that
the Company is to reduce the outstanding principal balance to
zero during the 30 day period ending on the anniversary date
of the promissory note. As of August 31, 2013, no borrowings
under the line are outstanding.
On September 20, 2013, the Board of Directors
of the Company declared a cash dividend of $.08 per share of
Common Stock payable on November 4, 2013 to holders of record
as of the close of business on October 11, 2013.
Management believes that the Company will be
able to meet, absent a material capital expenditure not
currently anticipated, its cash flow needs during the 12 months
ending June 30, 2014 from its available financial resources
including its cash and investment securities, and operations.
Capital Expenditures. During fiscal 2013,
the Company incurred $37,500 in capital expenditures. The
Company expects that based on its current operations, its
capital expenditures will not be materially higher for the
fiscal year ending June 30, 2014.
Off-Balance Sheet Arrangements. None.
Item 8. Financial Statements and Supplementary Data.
The Financial Statements required by this
item are attached hereto on pages F1-F25.
13
Item 9. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure.
Not applicable.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures.
As of the end of the period covered by this Annual Report on
Form 10-K, based on an evaluation of the Company's disclosure
controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934), the
Chief Executive and Chief Financial Officer of the Company
has concluded that the Company's disclosure controls and
procedures are effective to ensure that information required
to be disclosed by the Company in its Exchange Act reports
is recorded, processed, summarized and reported within the
applicable time periods specified by the SEC's rules and forms.
The Company also concluded that information required to
be disclosed in such reports is accumulated and communicated
to the Company's management, including its principal executive
and principal financial officer, as appropriate to allow timely
decisions regarding required disclosure.
Management's Annual Report on Internal Control
Over Financial Reporting. Management is responsible for
establishing and maintaining adequate internal control over
the Company's financial reporting, as such term is defined in
Securities Exchange Act Rule 13a-15(f) and 15d-15(f). The
Company's internal controls over financial reporting are
designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance
with generally accepted accounting principles.
The Chief Executive and Financial Officer of
the Company conducted an evaluation of the effectiveness of
the Company's internal controls over financial reporting as
of June 30, 2013 based on the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control - Integrated Framework.
Based on the assessment of the Company's
Chief Executive and Financial Officer of the Company, it was
concluded that as of June 30, 2013, the Company's internal
controls over financial reporting were effective based on
these criteria.
This annual report does not include an
attestation report of the Company's registered public
accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation
by the Company's registered public accounting firm pursuant
to the rules of the Securities and Exchange Commission that
permit the Company to provide only management's report in
this annual report.
Changes in Internal Control Over Financial
Reporting. There was no change in the Company's internal
controls over financial reporting that occurred during the
most recent fiscal quarter that materially affected or is
reasonably likely to materially affect the Company's internal
controls over financial reporting.
Inherent Limitations on Effectiveness of
Controls. The Company's management, including its Chief
Executive and Financial Officer, believes that its
disclosure controls and procedures and internal controls
over financial reporting are designed to provide reasonable
assurance of achieving their objectives and are effective
at the reasonable assurance level. However, management does
not expect that its disclosure controls and procedures or
its internal control over financial reporting will prevent
all errors and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control
system are met. Further, the design of a control system must
reflect the fact that there are resource constraints, and
the benefits of controls must be considered relative to
their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide
absolute assurance that all control issues and instances
of fraud, if any,
14
have been detected. These inherent limitations include the
realities that judgments in decision making can be faulty,
and that breakdowns can occur because of a simple error or
mistake. Additionally, controls can be circumvented by the
individual acts of some persons, by collusion of two or
more people or by management override of the controls. The
design of any system of controls also is based in part upon
certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed
in achieving its stated goals under all potential future
conditions; over time, controls may become inadequate
because of changes in conditions, or the degree of compliance
with policies or procedures may deteriorate. Because of
the inherent limitations in a cost effective control system,
misstatements due to error or fraud may occur and not be
detected.
Item 9B. Other Information.
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Directors
The Company has the following five Directors:
Joseph G. Cremonese (age 77), a Director since
November 2002 and Chairman of the Board since February 2006,
has been, through his affiliate, a marketing consultant to the
Company since 1996. Mr. Cremonese has been since 1991, President
of his affiliate, Laboratory Innovation Company, Ltd., which is
a vehicle for technology transfer and consulting services for
companies, engaged in the production and sale of products for
science and biotechnology. Since March 2003, he has been a
director of Proteomics, Inc., a producer of recombinant proteins
for medical research. Prior to 1991, he had been employed by
Fisher Scientific, the largest U.S. distributor of laboratory
equipment.
Roger B. Knowles (age 88), a Director since
1965, has been retired for the last five years.
Grace S. Morin (age 65), a Director since
December 4, 2006, had been President, Director and principal
stockholder of Altamira Instruments, Inc. from December 2003
until its acquisition in November 2006 by the Company. Ms.
Morin had been employed by Altamira to supervise its
administrative functions at the Pittsburgh, Pennsylvania
facility as a full-time employee through March 31, 2009 and
since that date as a part-time consultant. Prior to December
2003, she was a general business consultant for two years,
and prior thereto a member of senior management of a designer
of gas flow environmental engineered products for approximately
four years.
Helena R. Santos (age 49), a Director since
2009, has been employed by the Company since 1994, and has
served since August 2002 as its President, Chief Executive
Officer and Treasurer. She had served as Vice President,
Controller from 1997 and as Secretary from May 2001. Ms.
Santos was an internal auditor with a major defense contractor
from March 1991 to April 1994. She had been previously
employed in public accounting.
James S. Segasture (age 77), a Director
since 1991, has been retired for the last five years.
The Directors are elected to three-year
staggered terms. The current terms of the Directors expire
at the annual meeting of stockholders of the Company
following: the fiscal year ending June 30, 2013 - one
Director (Ms. Morin, Class B), the fiscal year ending
June 30, 2014 - two Directors (Messers. Cremonese and
Knowles, Class C), and the fiscal year ending June 30, 2015 -
two directors (Ms. Santos and Mr. Segasture, Class A).
15
Board Committees
The Company's Stock Option Committee
administers the Company's 2012 Stock Option Plan. The
members of the committee are non-management Directors
of the Company - James S. Segasture and Joseph G.
Cremonese. The members of the Committee serve at the
discretion of the Board. During fiscal 2013 the Stock
Option Committee did not hold any meetings.
Grace S. Morin, and James S. Segasture
are the current members of the Company's Compensation
Committee serving at the discretion of the Board. The
Committee administers the Company's compensation
policies. During fiscal 2013, the Compensation Committee
held one meeting.
The Board of Directors acts as the
Company's Audit Committee, which in its function as the
Committee, held four meetings during fiscal 2013. Ms.
Santos, who is not "independent" and Ms. Morin are
"financial experts" as defined by the Securities and
Exchange Commission.
Executive Officers
See above for the employment history
of Ms. Santos.
Robert P. Nichols (age 52), employed
by the Company since February 1998, has served
since August 2002 as Executive Vice President.
Previously, he had been since May 2001 Vice President,
Engineering. Prior to joining the Company, Mr.
Nichols was an Engineer Manager with Bay Side Motion
Group, a precision motion equipment manufacturer
from January 1996 to February 1998.
Brookman P. March (age 68) has been
Director of Sales and Marketing of Altamira, which
has conducted the Catalyst Research Instruments
operation since November 30, 2006 and its President
since July 2008. He had been Vice President and a
Director of Altamira from December 2003 until it was
acquired by the Company. Mr. March is the husband
of Ms. Morin, a Director.
Section 16(a) Beneficial Ownership Reporting
Compliance
The Company believes that, for
fiscal 2013, its officers, directors and 10% stockholders
timely complied with all filing requirements of
Section 16(a) of the Securities Exchange Act of 1934, as
amended.
Code of Ethics
The Company has adopted a code of
ethics that applies to the Executive Officers and
Directors. A copy of the code of ethics can be found
on the Company's website at www.scientificindustries.com.
Item 11. Executive Compensation.
Compensation Discussion and Analysis. The
Compensation Committee reviews and recommends to the Board
of Directors the compensation to be paid to each
executive officer. Executive compensation, in all
instances except for the compensation for the Chief
Executive Officer ("CEO"), is based on recommendations
from the CEO. The CEO makes a determination by comparing
the performance of each executive being reviewed with
objectives established at the beginning of each fiscal
year and with objectives established during the business
year with regard to the success of the achievement of
such objectives and the successful execution of
management targets and goals.
With respect to the compensation of the
CEO, the Committee considers performance criteria, 50%
of which is related to the direction, by the CEO, of
the reporting executives, the establishment of executive
objectives as components for the successful achievement
of Company goals and the
16
successful completion of programs leading to the
successful completion of the Business Plan for the
Company and 50% is based on the achievement by the
Company of its financial and personnel goals tempered
by the amount of the income of the Company during the
fiscal year.
The compensation at times includes grants
of options under its stock option plan to the named
executives. Each officer is employed pursuant to a
long-term employment agreement, containing terms proposed
by the Committee and approved as reasonable by the Board
of Directors. The Board is cognizant that as a relatively
small company, the Company has limited resources and
opportunities with respect to recruiting and retaining
key executives. Accordingly, the Company has relied upon
long-term employment agreements and grants of stock options
to retain qualified personnel.
Compensation for each of its executive
officers provided by their employment agreements were based
on the foregoing factors and the operating and financial
results of the segments under their management.
The following table summarizes all
compensation paid by the Company to each of its executive
officers for the fiscal years ended June 30, 2013 and 2012.
SUMMARY COMPENSATION TABLE
_____________________________________________________________________
Non- Non-
Equity Qualified
Incentive Deferred
Name Plan Comp-
and Stock Option Comp- ensation
Principal Fiscal Salary Bonus Awards Awards ensation Earnings
Position Year ($) ($) ($) ($) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h)
_____________________________________________________________________
Helena R. 2013 141,000 10,000(1)0 0 0 0
Santos, 2012 138,000 0 0 0 0 0
CEO,
President,
CFO
_____________________________________________________________________
Robert P. 2013 129,100 5,000(1) 0 0 0 0
Nichols, 2012 126,300 0 0 0 0 0
Exec.
V.P.
_____________________________________________________________________
Brookman 2013 131,000 5,000(1) 0 1,900(3) 0 0
P. March, 2012 128,000 0 0 200(3) 0 0
Director
of Sales
and
Marketing,
and
President of
Altamira
_____________________________________________________________________
SUMMARY COMPENSATION TABLE (CONTINUED)
_____________________________________________________________________
Changes
in
Pension
Value
and Non-
Qualified All
Name Deferred Other
and Comp- Comp-
Principal Fiscal ensation ensation Total
Position Year Earnings ($) ($)
(a) (b) (i) (j)
_____________________________________________________________________
Helena R. 2013 0 4,200(2) 155,200
Santos, 2012 0 2,800(2) 140,800
CEO,
President,
CFO
_____________________________________________________________________
Robert P. 2013 0 3,900(2) 138,000
Nichols, 2012 0 2,500(2) 128,800
Exec.
V.P.
_____________________________________________________________________
Brookman 2013 0 5,200(2) 143,100
P. March, 2012 0 5,100(2) 133,300
Director
of Sales
and
Marketing,
and
President of
Altamira
_____________________________________________________________________
(1) Represents amounts earned for fiscal 2013.
(2) The amounts represent the Company's matching contribution under
the Company's 401(k) Plans.
(3) The amounts represent compensation expense for stock options
granted valued utilizing the Black-Scholes-Merton options pricing
model, disregarding estimates of forfeitures related to service-
based vesting considerations. The fiscal 2012 option was valued
at a total of $5,700 of which $1,900 was expensed as stock based
compensation in fiscal 2013, and $200 in fiscal 2012.
17
GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR ENDED JUNE 30, 2013
There were no options granted to officers during fiscal 2013.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
______________________________________________________________
Option Awards
______________________________________________________________
Number Equity
Number of Incentive
of Securities Plan Awards:
Securities Under- Number of
Under- lying Securities
lying Un- Unexercised Underlying Option
exercised Options(#) Unexercised Exercise Option
Options(#) Unexerci- Unearned Price Expiration
Name Exercisable sable Options(#) ($) Date
(a) (b) (c) (d) (e) (f)
_____________________________________________________________________
Brookman P. 8,167 3,333 0 3.07 5/2022
March
_____________________________________________________________________
OPTION EXERCISES IN FISCAL 2013
______________________________________________________________________
Number of Shares
Acquired on Value Realized
Name Exercise (#) on Exercise ($)
(a) (b) (c)
_______________________________________________________
Robert P. Nichols 5,000 4,000
_______________________________________________________
Employment Agreements
In May 2013, The Company entered into new employment
agreements with Ms. Helena R. Santos and Robert P. Nichols extending
their terms of employment to June 30, 2015. The new agreements
increased the annual base salaries for the fiscal years ending
June 30, 2014 and June 30, 2015, for Ms. Santos from $141,000 for
the fiscal year ended June 30, 2013 to $150,000 and $154,000
respectively; and for Mr. Nichols from $129,100 for the fiscal
year ended June 30, 2013 to $135,000 and $139,000 respectively.
Bonuses, if any, are to be awarded at the discretion of the Board
of Directors for each of the fiscal years. For the fiscal year
ended June 30, 2013 bonuses of $10,000 and $5,000, for Ms. Santos
and Mr. Nichols, respectively, were authorized. No bonuses were
awarded for fiscal 2012.
18
In May 2012, the Company entered into a new
employment agreement with Mr. March extending the term through
June 30, 2014, which may be further extended by mutual consent
for an additional 12 month period. The agreement provides for
an annual base salary of $131,000 and $135,000 for each of the
fiscal years ending June 30, 2013 and 2014. Bonuses, if any, may
be awarded at the discretion of the Board of Directors. A bonus
of $5,000 was awarded to Mr. March for fiscal 2013. No bonus
was awarded for fiscal 2012.
Mr. March is the husband of Grace S. Morin,
a Director of the Company and of Altamira and a former
principal stockholder of Altamira.
Each of the foregoing employment agreements
contains confidentiality and non-competition covenants. The
employment agreements for Ms. Santos and Mr. March contain
termination provisions stipulating that if the Company terminates
the employment other than for death, disability, or cause (defined
as (i) conviction of a felony or (ii) gross neglect or gross
misconduct (including conflict of interest), the Company shall
pay severance payments equal to one year's salary at the rate of
the compensation at the time of termination, and continue to pay
the regular benefits provided by the Company for a period of
two years from termination.
Directors' Compensation and Options
DIRECTORS' COMPENSATION
For the Year Ended June 30, 2013
_________________________________________________________________
Non-
Equity
Fees Incentive
Earned Plan
or Paid Stock Option Comp-
in Cash Awards Awards ensation
Name ($) ($) ($) ($)
(a) (b) (c) (d) (e)
__________________________________________________________________
Joseph G.
Cremonese 26,400 0 5,000(1) 0
Roger B.
Knowles 12,000 0 0 0
Grace S.
Morin 12,000 0 0 0
James S.
Segasture 12,000 0 0 0
___________________________________________________________________
DIRECTORS' COMPENSATION (CONTINUED)
Changes
in
Pension
Value and
Non- Non-
qualified qualified
Deferred Deferred All
Compens- Comp- Other
ation ensation Comp-
Earnings Earnings ensation Total
Name ($) ($) ($) ($)
(a) (f) (g) (h) (i)
____________________________________________________________________
Joseph G.
Cremonese 0 0 39,600(2) 71,000
Roger B.
Knowles 0 0 0 12,000
Grace S.
Morin 0 0 6,100(3) 18,100
James S.
Segasture 0 0 0 12,000
____________________________________________________________________
(1) The amount represents consulting expense recorded in fiscal
2013 for stock options granted in fiscal 2012 utilizing the
Black-Scholes-Merton options pricing model (see Items 12 and 13).
(2) Represents amount paid to his affiliate pursuant to a
marketing consulting agreement (see Items 12 and 13).
(3) Represents compensation received for her administrative
services as a consultant for Altamira (see Items 12 and 13).
19
The Company pays each Director who is not an
employee of the Company or a subsidiary a quarterly retainer fee
of $1,800 and $1,200 for each meeting attended. In addition, the
Company reimburses each Director for out-of-pocket expenses
incurred in connection with attendance at board meetings in the
amount of $50 or the Director's itemized expenses, whichever is
greater. Mr. Cremonese, as Chairman of the Board receives an
additional fee of $1,200 per month. During fiscal 2013, total
director compensation to non-employee Directors aggregated
$113,100, including the consulting fees paid to Mr. Cremonese's
affiliate, and to Ms. Morin.
Under the Company's 2002 Stock Option Plan, none
of the Directors existing at the time of the adoption of the plan
were eligible to receive option grants thereunder. However, Mr.
Joseph G. Cremonese who was elected a Director for the first time
at the 2002 Annual Meeting of Stockholders, was granted ten-year
options on December 1, 2003 to purchase 5,000 shares of the Company's
Common Stock at the exercise price of $1.35 per share; ten-year
options on February 20, 2007 to purchase 5,000 shares of the
Company's Common Stock at the exercise price of $3.10 per share;
five-year options on September 17, 2009 to purchase 10,000 shares
at the exercise price of $1.88 per share, and five-year options
on January 12, 2012 to purchase 10,000 shares at the exercise
price of $3.45 per share. The fiscal 2012 option had a total
fair value (as determined by the Black-Scholes-Merton option
pricing model) of $10,000 of which $5,000 was recognized as
consulting expense in 2012 and $5,000 in 2013. None of the
options have been exercised to date.
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.
The following table sets forth, as of June 30,
2013, the number of shares of Common Stock beneficially owned by
(i) each person known to the Company to beneficially own more
than 5% of the outstanding shares of Common Stock, (ii) each
director of the Company, (iii) each named executive officer of
the Company, and (iv) all directors and executive officers as
a group. Shares not outstanding but deemed beneficially owned
by virtue of the right of any individual to acquire shares
within 60 days are treated as outstanding only when determining
the amount of and percentage of outstanding shares of Common
Stock owned by such individual. Each person has sole voting
and investment power with respect to the shares shown, except
as noted. Except as indicated in the table, the address for
each of the following is c/o Scientific Industries, Inc.,
70 Orville Drive, Bohemia, New York 11716.
Amount and
Name Nature of Beneficial Ownership % of Class
___________________________________________________________________
Lowell A. Kleiman 139,581 (1) 9.6%
16 Walnut Street
Glen Head, NY 11545
Spectrum Laboratories, Inc. 127,986 (2) 10.4%
18617 Broadwick Street
Rancho Dominquez, CA 90220
Joseph G. Cremonese 98,597 (3) 7.2%
Roger B. Knowles - -
Grace S. Morin 94,450 (4) 7.0%
James S. Segasture 163,500 (5) 12.2%
Helena R. Santos 15,779 1.2%
Robert P. Nichols 18,397 1.4%
Brookman P. March 94,450 (6) 7.0%
All directors and executive
officers as a group (5 persons) 390,723 (7) 28.1%
20
(1) Based on information reported in his Schedule 13D filed
with the Securities and Exchange Commission on October 30, 2002.
(2) Based on information reported on Form 3 filed with the
Securities and Exchange Commission on June 27, 2011.
(3) 51,597 shares are owned jointly with his wife, 7,000
shares are owned by his wife, and 40,000 shares are issuable
upon exercise of options.
(4) Includes 11,500 shares issuable upon exercise of
options held by her husband, Mr. March.
(5) Shares owned jointly with his wife.
(6) Represents 82,950 shares owned by Ms. Morin, his wife
and 11,500 shares issuable upon exercise of options.
(7) Includes 51,500 shares issuable upon exercise of options.
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information with respect to
Company options, warrants and rights as of June 30, 2013.
_________________________________________________________________
Number of Securities
to be Issued Upon Weighted-Average
Exercise of Exercise Price of
Outstanding Options, Outstanding Options,
Warrants and Rights Warrants and Rights ($)
Plan Category (a) (b)
_________________________________________________________________
Equity
Compensation
plans approved by
security holders 55,000 2.86
Equity
Compensation
plans not approved
by security holders N/A N/A
_________________________________________________________________
Total 55,000 2.86
_________________________________________________________________
EQUITY COMPENSATION PLAN INFORMATION (CONTINUED)
_________________________________________________________________
Number of Securities
Remaining Available
for
Future Issuance
Under
Equity Compensation
Plans (Excluding
Securities Reflected
in Column (a)
Plan Category (c)
_________________________________________________________________
Equity
Compensation
plans approved by
security holders 93,000
Equity
Compensation
plans not approved
by security holders N/A
_________________________________________________________________
Total 93,000
_________________________________________________________________
Item 13. Certain Relationships and Related Transactions, and
Director Independence.
Mr. Joseph G. Cremonese, a Director since
November 2002, through his affiliate, Laboratory Innovation
Company, Ltd., has been providing independent marketing consulting
services to the Company for over ten years. The services have
been rendered since January 1, 2003 pursuant to a consulting
agreement expiring December 31, 2013. The agreement currently
provides that Mr. Cremonese and his affiliate shall render, at
the request of the Company, marketing consulting services for a
monthly payment of $3,300. The agreement contains confidentiality
and non competition covenants. The Company paid fees of $39,600
pursuant to the agreement for each of fiscal 2013 and fiscal 2012.
21
Ms. Grace S. Morin, was elected a Director in
December 2006 upon the sale of her 90.36% ownership interest in
Altamira to the Company in November 2006. Up until March 31, 2009,
Ms. Morin had been employed by Altamira as an administrative employee.
Since April 1, 2009, she has provided consulting services on a
part-time basis pursuant to an agreement expiring March 31, 2014 at
the rate of $85 per hour, resulting in payments of $6,100 and $5,100
for fiscal 2013 and fiscal 2012, respectively. The agreement
contains confidentiality and non-competition covenants.
Item 14. Principal Accountant Fees and Services.
The following is a description of the fees incurred
by the Company for services by the firm of Nussbaum Yates Berg Klein
& Wolpow, LLP (the "Firm") during Fiscal 2013 and fiscal 2012.
The Company incurred for the services of the Firm fees
of approximately $62,000 and $61,000 for fiscal 2013 and 2012,
respectively, in connection with the audit of the Company's annual
financial statements and quarterly reviews; and $5,000 for each fiscal
year for the preparation of the Company's corporate tax returns. There
were no other audit related fees or other fees paid to the Firm for
the two fiscal years.
In approving the engagement of the independent
registered public accounting firm to perform the audit and non-audit
services, the Board of Directors as the Company?s audit committee
evaluates the scope and cost of each of the services to be performed
including a determination that the performance of the non-audit services
will not affect the independence of the firm in the performance of the
audit services.
22
Part IV
Item 15. Exhibits and Financial Statement Schedules.
Financial Statements. The required financial statements of the
Company are attached hereto on pages F1-F25.
Exhibits. The following Exhibits are filed as part of this
report on Form 10-K:
Exhibit Number Exhibit
______________ _________
3 Articles of Incorporation and By-Laws:
3(a) Certificate of Incorporation of the Company
as amended. (filed as Exhibit 1(a-1) to the Company's General Form for
Registration of Securities on Form 10 dated February 14, 1973 and
incorporated by reference thereto.)
3(b) Certificate of Amendment of the Company's
Certificate of Incorporation, as filed on January 28, 1985 (filed as
Exhibit 3(a) to the Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1985 and incorporated by reference thereto.)
3(c) By-Laws of the Company, as restated and amended.
(filed as Exhibit 3(ii) to the Company's Current Report on Form 8-K filed
on January 6, 2003 and Exhibit 3(ii) to the Company's Current Report on
Form 8-K filed on December 5, 2007 and incorporated by reference thereto).
4 Instruments defining the rights of security
holders:
4(a) 2002 Stock Option Plan (filed as Exhibit 99-1
to the Company's Current Report on Form 8-K filed on November 25, 2002
and incorporated by reference thereto).
4(b) 2012 Stock Option Plan (filed as Exhibit 10 to
the Company's Current Report on Form 8-K filed on January 23, 2012 and
incorporated by reference thereto).
10 Material Contracts:
10(a) Lease between Registrant and AIP Associates,
predecessor-in-interest of current lessor, dated October, 1989 with
respect to Company's offices and facilities in Bohemia, New York.
(filed as Exhibit 10(a) to the Company's Annual Report on Form 10-KSB
filed on September 28, 2005 and incorporated by reference thereto).
10(a)-1 Amendment to lease between Registrant and
REP A10 LLC, successor in interest of AIP Associates, dated September 1,
2004 (filed as Exhibit 10A-1 to the Company's Current Report on Form
8-K filed on September 2, 2004, and incorporated by reference thereto).
10(a)-2 Second amendment to lease between Registrant
and REP A10 LLC dated November 5, 2007 (filed as Exhibit 10A-1 to the
Company's Current Report on Form 8-K filed on November 8, 2007, and
incorporated by reference thereto).
10(b) Employment Agreement dated January 1, 2003,
by and between the Company and Ms. Santos (filed as Exhibit 10(a) to
the Company's Current Report on Form 8-K filed on January 22, 2003,
and incorporated by reference thereto).
23
10(b)-1 Employment Agreement dated September 1, 2004,
by and between the Company and Ms. Santos (filed as Exhibit 10A-1 to
the Company's Current Report on Form 8-K filed on September 1, 2004,
and incorporated by reference thereto).
10(b)-2 Employment Agreement dated December 29, 2006,
by and between the Company and Ms. Santos (filed as Exhibit 10A-1 to
the Company's Current Report on Form 8-K filed on December 29, 2006,
and incorporated by reference thereto).
10(b)-3 Employment Agreement dated July 31, 2009 by a
nd between the Company and Ms. Santos (filed as Exhibit 10A-1 to the
Company's Current Report on Form 8-K filed on August 7, 2009, and
incorporated by reference thereto).
10(b)-4 Employment Agreement dated May 14, 2010 by and
between the Company and Ms. Santos (filed as Exhibit 10A-1 to the
Company's Current Report on Form 8-K filed on May 18, 2010, and
incorporated by reference thereto).
10(b)-5 Employment Agreement dated September 13, 2011
by and between the Company and Ms. Santos. (filed as exhibit 10(b)-5
to the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 2011, and incorporated by reference thereto).
10(b)-6 Amended Employment Agreement dated May 20, 2013
by and between the Company and Ms. Santos (filed as Exhibit 10A-1 to
the Company's Current Report on Form 8-K filed on May 20, 2013, and
incorporated by reference thereto).
10(c) Employment Agreement dated January 1, 2003,
by and between the Company and Mr. Robert P. Nichols (filed as Exhibit
10A-1 to the Company's Current Report on Form 8-K filed on
January 22, 2003, and incorporated by reference thereto).
10(c)-1 Employment Agreement dated September 1, 2004,
by and between the Company and Mr. Nichols (filed as Exhibit 10A-1 to
the Company's Current Report on Form 8-K filed on September 1, 2004,
and incorporated by reference thereto).
10(c)-2 Employment Agreement dated December 29, 2006,
by and between the Company and Mr. Nichols (filed as Exhibit 10A-1 to
the Company's Current Report on Form 8-K filed on December 29, 2006,
and incorporated by reference thereto).
10(c)-3 Employment Agreement dated July 31, 2009 by
and between the Company and Mr. Nichols (filed as Exhibit 10A-2 to
the Company's Current Report on Form 8-K filed on August 7, 2009, and
incorporated by reference thereto).
10(c)-4 Employment Agreement dated May 14, 2010 by
and between the Company and Mr. Nichols (filed as Exhibit 10A-2 to the
Company's Current Report on Form 8-K filed on May 18, 2010, and
incorporated by reference thereto).
10(c)-5 Employment Agreement dated September 13, 2011
by and between the Company and Mr. Nichols. (filed as Exhibit 10(c)-5
to the Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 2011, and incorporated by reference thereto).
10(c)-6 Amended Employment Agreement dated May 20, 2013
by and between the Company and Mr. Nichols (filed as Exhibit 10A-2 to
the Company's current Report on Form 8-K filed on May 20, 2013, and
incorporated by reference thereto).
24
10(d) Consulting Agreement dated January 1, 2003 by
and between the Company and Mr. Cremonese and his affiliate, Laboratory
Innovation Company, Ltd., (filed as Exhibit 10(b) to the Company's
Current Report on Form 8-K filed on January 6, 2003, and
incorporated by reference thereto).
10(d)-1 Amended and Restated Consulting Agreement
dated March 22, 2005, by and between the Company and Mr. Cremonese
and Laboratory Innovation Company, Ltd., (filed as Exhibit 10A-1 to
the Company's Current Report on Form 8-K filed on March 23, 2005, and
incorporated by reference thereto).
10(d)-2 Second Amended and Restated Consulting Agreement
dated March 15, 2007, by and between the Company and Mr. Cremonese and
Laboratory Innovation Company Ltd., (filed as Exhibit 10A-1 to the
Company's Current Report on Form 8-K filed on March 16, 2007, and
incorporated by reference thereto).
10(d)-3 Third Amended and Restated Consulting
Agreement dated September 23, 2009, by and between the Company and
Mr. Cremonese and Laboratory Innovation Company, Ltd., (filed as
Exhibit 10 to the Company's Annual Report on Form 10-K field on
September 24, 2009, and incorporated by reference thereto).
10(d)-4 Fourth Amended and Restated Consulting
Agreement dated January 7, 2011 (filed as Exhibit 10A-1 to the
Company's Current Report on Form 8-K filed on January 18, 2011,
and incorporated by reference thereto).
10(d)-5 Fifth Amendment and Restated Consulting
Agreement dated January 20, 2012 (filed as Exhibit 10 to the
Company's Current Report on Form 8-K filed on January 23, 2012,
and incorporated by reference thereto).
10(d)-6 Agreement extension dated November 29, 2012
to Amended and Restated Consulting Agreement (filed as Exhibit 10
to the Company's Current Report on Form 8-K filed on December 4,
2012, and incorporated by reference thereto).
10(e) Sublicense from Fluorometrix Corporation
(filed as Exhibit 10(a)1 to the Company's Current Report on Form
8-K filed on June 14, 2006, and incorporated by reference
thereto).
10(f) Stock Purchase Agreement, dated as of
November 30, 2006, by and among the Company and Grace Morin,
Heather H. Haught and William D. Chandler (filed as Exhibit 2.1
to the Company's Current Report on Form 8-K filed on December 5,
2006, and incorporated by reference thereto).
10(g) Escrow Agreement, dated as of November
30, 2006, by and among the Company and Grace Morin, Heather H.
Haught and William D. Chandler (filed as Exhibit 10(a) to the
Company's Current Report on Form 8-K filed on December 5, 2006, and
incorporated by reference thereto).
10(h) Registration Rights Agreement, dated as of
November 30, 2006, by and among the Company and Grace Morin,
Heather H. Haught and William D. Chandler (filed as Exhibit 10(b)
to the Company's Current Report on Form 8-K filed on December 5,
2006, and incorporated by reference thereto).
25
10(i) Employment Agreement, dated as of November
30, 2006, between Altamira Instruments, Inc. and Brookman P. March
(filed as Exhibit 10(c) to the Company's Current Report on Form 8-K
filed on December 5, 2006, and incorporated by reference thereto).
10(i)-1 Employment Agreement, dated as of October
30, 2008, between Altamira Instruments, Inc. and Brookman P. March
(filed as Exhibit 10A-2 to the Company's Current Report on Form 8-K
filed on October 30, 2008, and incorporated by reference thereto).
10(i)-2 Employment Agreement, dated as of October 1,
2010, between Altamira Instruments, Inc., and Brookman P. March
(filed as Exhibit 10A-1 to the Company's Current Report on Form 8-K
filed on October 13, 2010, and incorporated by reference thereto).
10(i)-3 Employment Agreement, dated as of May 18,
2012 between Altamira Instruments, Inc. and Brookman P. March
(filed as Exhibit 10(i)-3 to the Company's Annual Report on
Form 10-K filed on September 27, 2012, and incorporated by
reference thereto.)
10(j) Indemnity Agreement, dated as of April 13,
2007 by and among the Company and Grace Morin, Heather H. Haught
and William D. Chandler (filed as Exhibit 10(j) to the Company's
Annual Report on Form 10-KSB filed on September 28, 2007 and
incorporated by reference thereto).
10(k) Lease between Altamira Instruments, Inc.
and Allegheny Homes, LLC, with respect to the Company's Pittsburgh,
Pennsylvania facilities (filed as Exhibit 10(k) to the Company's
Annual Report on Form 10-KSB filed on September 28, 2007 and
incorporated by reference thereto).
10(k)-1 Lease between Altamira Instruments, Inc.
and Allegheny Homes, LLC, with respect to the Company's Pittsburgh,
Pennsylvania facilities (filed as Exhibit 10(k)-1 to the Company's
Quarterly Report on Form 10-Q filed on February 14, 2013, and
incorporated by reference thereto).
10(l) Line of Credit Agreements dated October
30, 2008, by and among the Company and Capital One, N.A. (filed
as Exhibits 10-A1(a) through (f) to the Company's Current Report
on Form 8-K filed on October 30, 2008, and incorporated by reference
thereto).
10(l)-1 Restated Promissory Note Agreement dated
January 20, 2010 by and among the Company and Capital One N.A.
(filed as Exhibit 99.1 to the Company's Current Report on Form
8-K filed on January 20, 2010, and incorporated by reference
thereto).
10(I)-2 Restated Promissory Note Agreement dated
January 5, 2011 by and among the Company and Capital One N.A.
(filed as Exhibit 99.1 to the Company's Current Report on Form 8-K
filed on January 6, 2011, and incorporated by reference
thereto).
10(m) Consulting Agreement dated April 1, 2009
by and between the Company and Grace Morin (filed as Exhibit 10A-1
to the Company's Current Report on Form 8-K filed on
April 1, 2009, and incorporated by reference thereto).
26
10(n) Line of Credit Agreements dated June 14, 2011,
by and among the Company and JPMorgan Chase Bank, N.A. (filed as
Exhibits 99.1 through 99.3 (to the Company's Current Report on
Form 8-K filed on June 16, 2011, and incorporated by reference
thereto).
10(n)-1 Promissory Note dated June 5, 2013 by and
among the Company and JP Morgan Chase Bank, N.A. (filed as Exhibit
99 to the Company's Current Report on Form 8-K filed on June 7, 2013,
and incorporated by reference thereto).
10(o) Purchase Agreement, dated as of November
14, 2011, by and among the Company, Scientific Bioprocessing, Inc.,
and Fluorometrix Corporation (filed as Exhibit 2.1 to the Company's
Current Report on Form 8-K filed on November 17, 2011, and
incorporated by reference thereto).
10(p) Escrow Agreement, dated as of November
14, 2011, by and among the Company, Scientific Bioprocessing, Inc.,
and Fluorometrix Corporation (filed as Exhibit 10(A) to the
Company's Current Report on Form 8-K filed on November 17, 2011,
and incorporated by reference thereto).
10(q) Research and Development Agreement dated
as of November 14, 2011, by and between Scientific Bioprocessing,
Inc. and Biodox R&D Corporation (filed as Exhibit 10(B) to the
Company's Current Report on Form 8-K filed on November 17, 2011,
and incorporated by reference thereto).
10(q)-1 Notice of termination of Research and
Development Agreement dated June 12, 2013 (filed as Exhibit 99
to the Company's Current Report on Form 8-K filed on June 27,
2013, and incorporated by reference thereto).
10(r) Non-Competition Agreement, dated as of
November 14, 2011, by and among the Company, Scientific
Bioprocessing, Inc., and Joseph E. Qualitz (filed as Exhibit
10(D) to the Company's Current Report on Form 8-K filed on
November 17, 2011, and incorporated by reference thereto).
10(s) Promissory Note, dated as of November
14, 2011, by and between the Company and the University of
Maryland, Baltimore County (filed as Exhibit 10(c) to the
Company's Current Report on Form 8-K filed on November 17, 2011,
and incorporated by reference thereto).
10(t) License Agreement, dated as of January
31, 2001 by and between University of Maryland, Baltimore County
and Fluorometrix Corporation (filed as Exhibit 10(E) to
the Company's Current Report on Form 8-K filed on November 21, 2011,
and incorporated by reference thereto).
14 Code of Ethics (filed as Exhibit 14 to
the Company's Annual Report on Form 10-KSB filed on September 28,
2007 and incorporated by reference thereto).
21 Subsidiaries of the Registrant
Scientific Packaging Industries, Inc., a New York corporation, is a
wholly-owned inactive subsidiary of the Company.
Altamira Instruments, Inc., a Delaware Corporation, is a wholly-owned
subsidiary of the Company.
27
Scientific Bioprocessing, Inc., a Delaware Corporation, is a
wholly-owned subsidiary of the Company since November 2011.
31.01 Certification of Chief Executive Officer and
Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley
Act of 2002.
32.01 Certification of Chief Executive Officer
and Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley
Act of 2002.
28
SIGNATURES
Pursuant to the requirements of Section13 or 15(d) of
the Securities Exchange Act of 1934, the registrant caused this report
to be signed on its behalf by the undersigned, thereunto duly
authorized.
SCIENTIFIC INDUSTRIES, INC.
___________________________
(Registrant)
/s/ Helena R. Santos
____________________________
Helena R. Santos
President, Chief Executive Officer,
Treasurer Chief Financial and Principal
Accounting Officer
Date: September 27, 2013
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates
indicated.
Name Title Date
_______________________ __________________________ _________________
/s/ Helena R. Santos President and Treasurer (Chief September 27, 2013
Helena R. Santos Executive Officer and Financial
Officer) and Director
/s/ Joseph G. Cremonese Chairman of the Board September 27, 2013
Joseph G. Cremonese
/s/ Roger B. Knowles Director September 27, 2013
Roger B. Knowles
/s/ Grace S. Morin Director September 27, 2013
Grace S. Morin
/s/ James S. Segasture Director September 27, 2013
James S. Segasture
29
SCIENTIFIC INDUSTRIES, INC.
AND SUBSIDIARIES
FINANCIAL STATEMENTS AND REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
AS OF AND FOR THE
YEARS ENDED JUNE 30, 2013 AND 2012
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
AS OF AND FOR THE YEARS ENDED JUNE 30, 2013 AND 2012
CONTENTS
Page
----
Report of independent registered public accounting firm F-1
Consolidated financial statements:
Balance sheets F-2
Statements of income F-3
Statements of comprehensive income F-4
Statements of shareholders' equity F-5
Statements of cash flows F-6 - F-7
Notes to financial statements F-8 - F-25
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Scientific Industries, Inc.
Bohemia, New York
We have audited the accompanying consolidated balance sheets of
Scientific Industries, Inc. and subsidiaries (the "Company") as
of June 30, 2013 and 2012, and the related consolidated
statements of income, comprehensive income, shareholders'
equity and cash flows for the years then ended. The Company's
management is responsible for these consolidated financial
statements. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. Our
audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we
express no such opinion. An audit also includes examining, on
a test basis, evidence supporting the amounts and disclosures
in the consolidated financial statements, assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the
consolidated financial position of Scientific Industries, Inc.
and subsidiaries as of June 30, 2013 and 2012, and the
consolidated results of their operations and their cash flows
for the years then ended in conformity with accounting principles
generally accepted in the United States of America.
/s/ Nussbaum Yates Berg Klein & Wolpow, LLP
___________________________________________
Nussbaum Yates Berg Klein & Wolpow, LLP
Melville, New York
September 27, 2013
F-1
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIDARIES
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2013 AND 2012
ASSETS
2013 2012
_________ _________
Current assets
Cash and cash equivalents $ 927,300 $ 769,300
Investment securities 908,400 718,300
Trade accounts receivable, less
allowance for doubtful accounts
of $11,600 in 2013 and 2012 815,900 623,500
Inventories 1,705,600 1,613,700
Prepaid and other current assets 59,000 167,800
Deferred taxes 86,600 70,200
__________ __________
Total current assets 4,502,800 3,962,800
Property and equipment, net 156,500 180,500
Intangible assets, net 773,500 877,300
Goodwill 589,900 589,900
Other assets 24,100 25,700
Deferred taxes 106,200 136,000
__________ __________
Total assets $6,153,000 $5,772,200
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 156,800 $ 114,800
Customer advances 15,900 98,500
Accrued expenses and taxes 407,700 237,500
Contingent consideration, current 19,000 19,000
Notes payable, current portion 78,300 75,800
__________ __________
Total current liabilities 677,700 545,600
Contingent consideration payable,
less current portion 51,600 88,400
Notes payable, less current portion 26,700 105,000
__________ __________
Total liabilities 756,000 739,000
__________ __________
Shareholders' equity:
Common stock, $.05 par value;
authorized 7,000,000 shares;
issued 1,357,465 shares in 2013
and 1,355,514 in 2012 67,900 67,800
Additional paid-in capital 1,977,100 1,968,700
Accumulated other comprehensive loss,
unrealized holding loss on
investment securities (13,600) (12,600)
Retained earnings 3,418,000 3,061,700
__________ __________
5,449,400 5,085,600
Less common stock held in treasury at
cost, 19,802 shares 52,400 52,400
__________ __________
Total shareholders' equity 5,397,000 5,033,200
__________ __________
Total liabilities and
shareholders' equity $6,153,000 $5,772,200
========== ==========
See notes to consolidated financial statements.
F-2
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIDARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED JUNE 30, 2013 AND 2012
2013 2012
__________ ____________
Revenues $7,134,500 $6,202,600
Cost of sales 4,175,800 3,845,200
__________ __________
Gross profit 2,958,700 2,357,400
__________ __________
Operating expenses:
General and administrative 1,277,700 1,230,600
Selling 723,100 714,200
Research and development 450,500 375,900
__________ __________
Total operating expenses 2,451,300 2,320,700
__________ __________
Income from operations 507,400 36,700
__________ __________
Other income (expense):
Interest income 6,800 12,800
Other income 11,400 17,000
Interest expense (4,800) (4,600)
__________ __________
Total other income 13,400 25,200
__________ __________
Income before income tax
expense (benefit) 520,800 61,900
__________ __________
Income tax expense (benefit):
Current 106,800 15,500
Deferred 17,600 (19,700)
__________ __________
Total income tax expense
(benefit) 124,400 (4,200)
__________ __________
Net income $ 396,400 $ 66,100
========== ==========
Basic earnings per common share $ .30 $ .05
===== =====
Diluted earnings per common share $ .30 $ .05
===== =====
Weighted average common shares
outstanding, basic 1,337,048 1,283,118
========= =========
Weighted average common shares
outstanding, assuming dilution 1,342,212 1,293,589
========= =========
See notes to consolidated financial statements.
F-3
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIDARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED JUNE 30, 2013 AND 2012
2013 2012
__________ __________
Net income $ 396,400 $ 66,100
Other comprehensive income (loss):
Unrealized holding gain (loss)
arising during period,
net of tax (1,000) 8,900
__________ __________
Comprehensive income $ 395,400 $ 75,000
========== ==========
See notes to consolidated financial statements.
F-4
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED JUNE 30, 2013 AND 2012
Common Stock Additional Accumulated
______________ Paid-in Other Compr-
Shares Amount Capital ehensive Loss
_______ _______ __________ _____________
Balance, July 1, 2011 1,216,379 $60,800 $1,558,500 $ (21,500)
Net income - - - -
Unrealized holding gain
on investment securities,
net of tax - - - 8,900
Exercise of stock options 4,000 200 9,400 -
Issuance of common stock 135,135 6,800 393,200 -
Stock-based compensation - - 7,000 -
Income tax benefit of
stock options exercised - - 600 -
Cash dividend declared
and paid, $.05 per share - - - -
_________ _______ _________ ___________
Balance, June 30, 2012 1,355,514 67,800 1,968,700 (12,600)
Net income - - - -
Unrealized holding loss
on investment securities,
net of tax - - - (1,000)
Exercise of stock options 5,000 250 ( 250) -
Tender of common stock (3,049) ( 150) 150 -
Stock-based compensation - - 8,500 -
Cash dividend declared
and paid, $.03 per share - - - -
_________ _______ __________ ___________
Balance, June 30, 2013 1,357,465 $67,900 $1,977,100 $ (13,600)
========= ======= ========== ===========
See notes to consolidated financial statements.
F-5
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (CONTINUED)
YEARS ENDED JUNE 30, 2013 AND 2012
Retained Treasury Stock Shareholders'
______________
Earnings Shares Amount Equity
__________ ______ _______ ____________
Balance, July 1, 2011 $3,055,400 19,802 $52,400 $4,600,800
Net income 66,100 - - 66,100
Unrealized holding gain
on investment securities,
net of tax - - - 8,900
Exercise of stock options - - - 9,600
Issuance of common stock - - - 400,000
Stock-based compensation - - - 7,000
Income tax benefit of stock
options exercised - - - 600
Cash dividend declared
and paid, $.05 per share (59,800) - - (59,800)
__________ _______ _______ ___________
Balance, June 30, 2012 3,061,700 19,802 52,400 5,033,200
Net income 396,400 - - 396,400
Unrealized holding loss
on investment securities,
net of tax - - - (1,000)
Exercise of stock options - - - -
Tender of common stock - - - -
Stock-based compensation - - - 8,500
Cash dividend paid, $.03
per share (40,100) - - (40,100)
__________ _______ ________ ___________
Balance, June 30, 2013 $3,418,000 19,802 $52,400 $5,397,000
========== ======= ======= ===========
See notes to consolidated financial statements.
F-5
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2013 AND 2012
2013 2012
__________ __________
Operating activities:
Net income $ 396,400 $ 66,100
__________ __________
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation and amortization 178,800 185,900
Deferred income tax expense (benefit) 17,600 (19,700)
Income tax benefit of stock options
exercised - 600
Loss on sale of investment securities 7,600 1,000
Stock-based compensation 8,500 7,000
Changes in operating assets and
liabilities:
Trade accounts receivable (192,400) (3,500)
Inventories (91,900) 26,100
Prepaid and other current assets 108,800 29,900
Other assets 1,600 -
Accounts payable 42,000 (13,300)
Customer advances (82,600) 98,500
Accrued expenses and taxes 170,000 (46,800)
__________ __________
Total adjustments 168,000 265,700
__________ __________
Net cash provided by
operating activities 564,400 331,800
__________ __________
Investing activities:
Payment for intangible assets acquired
in acquisition (Note 2) - (260,000)
Purchase of investment securities,
available for sale (920,500) (10,900)
Redemption of investment securities,
available for sale 717,600 800
Capital expenditures (37,500) (75,300)
Purchase of other intangible assets (13,300) (4,900)
_________ _________
Net cash used in investing activities (253,700) (350,300)
_________ _________
Financing activities:
Line of credit proceeds - 60,000
Line of credit repayments - (60,000)
Payment of contingent consideration (36,800) (20,600)
Proceeds from exercise of stock options - 9,600
Cash dividend declared and paid (40,100) (59,800)
Principal payments on note payable (75,800) (49,200)
__________ _________
Net cash used in financing activities (152,700) (120,000)
__________ _________
F-6
2013 2012
__________ __________
Net increase (decrease) in cash and
cash equivalents 158,000 (138,500)
Cash and cash equivalents, beginning
of year 769,300 907,800
_________ __________
Cash and cash equivalents, end of year $ 927,300 $ 769,300
========= ==========
Supplemental disclosures:
Cash paid during the period for:
Income taxes $ - $ 3,200
Interest 4,800 4,600
Non-cash investing and financing activities (Note 2)
See notes to consolidated financial statements.
F-7
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED JUNE 30, 2013 AND 2012
1. Summary of Significant Accounting Policies
Nature of Operations
Scientific Industries, Inc. and its subsidiaries (the "Company")
design, manufacture, and market a variety of benchtop laboratory
equipment, bioprocessing products and catalyst research instruments.
The Company is headquartered in Bohemia, New York where it produces
benchtop laboratory equipment for research and has another location in
Pittsburgh, Pennsylvania, where it produces a variety of custom-made
catalyst research instruments and designs bioprocessing products.
The equipment sold by the Company includes mixers, shakers, stirrers,
refrigerated incubators, catalyst characterization instruments,
reactor systems and high throughput systems. The Company also collects
royalties under license agreements.
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,
and Scientific Bioprocessing, Inc. ("SBI"), a Delaware corporation and
wholly-owned subsidiary, (all collectively referred to as the "Company").
All material intercompany balances and transactions have been eliminated.
Revenue Recognition
Revenue from product sales is recognized when all the following
criteria are met:
* Receipt of a written purchase order agreement which is binding
on the customer.
* Goods are shipped and title passes.
* Prices are fixed.
* Collectability is reasonably assured.
* All material obligations under the agreement have been
substantially performed.
Substantially all orders are F.O.B. shipping point, all sales are final
without right of return or payment contingencies, and there are no special
sales arrangements or agreements with any customers.
Royalty revenue received under the Company's sublicenses is recorded
net of payments due to its licensors.
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments purchased
with a maturity of 90 days or less to be cash equivalents. At times,
cash balances may be in excess of the Federal Deposit Insurance Corporation
("FDIC") insurance limit. As of June 30, 2013, $256,200 of cash balances
were in excess of such limit.
F-8
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2013 AND 2012
1. Summary of Significant Accounting Policies (Continued)
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.
Customer Advances
In the ordinary course of business, customers may make advance payments
for purchase orders. Such amounts, when received, are categorized as
liabilities under the caption customer advances.
Investment Securities
Securities available for sale are carried at fair value with unrealized
gains or losses reported in a separate component of shareholders'
equity. Realized gains or losses are determined based on the specific
identification method.
Inventories
Inventories are valued at the lower of cost (determined on a first-in,
first-out basis) or market value, and have been reduced by an
allowance for excess and obsolete inventories. The estimate is
based on management's review of inventories on hand compared to
estimated future usage and sales. Cost of work-in-process and finished
goods inventories include material, labor and manufacturing overhead.
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 term of the
related lease or the estimated useful lives of the assets, whichever
is shorter.
F-9
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED JUNE 30, 2013 AND 2012
1. Summary of Significant Accounting Policies (Continued)
Intangible Assets
Intangible assets consist primarily of acquired technology,
customer relationships, non-compete agreements, patents, licenses,
trademarks and trade names. All intangible assets are amortized
on a straight-line basis over the estimated useful lives of the
respective assets, generally 5 to 10 years, except for customer
relationships which are amortized on an accelerated (declining-
balance) basis over their estimated useful lives. The Company
continually evaluates the remaining estimated useful lives of
intangible assets that are being amortized to determine whether
events or circumstances warrant a revision to the remaining
period of amortization.
Goodwill and Long-Lived Assets
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 ASC No. 350,
"Intangibles-Goodwill and Other" ("ASC No. 350"). ASC No. 350
requires that goodwill be tested for impairment at the reporting
unit level (operating segment or one level below an operating
segment) on an annual basis and between annual tests if an event
occurs or circumstances change that would more likely than not
reduce the fair value of a reporting unit below its carrying value.
Application of the goodwill impairment test requires judgment,
including the identification of reporting units, assignment of
assets and liabilities to reporting units, assignment of goodwill
to reporting units, and determination of the fair value of each
reporting unit. The Company tests goodwill and long-lived assets
annually as of June 30, the last day of its fiscal year, unless
an event occurs that would cause the Company to believe the value
is impaired at an interim date.
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 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. No impairment change has been
recorded for the years ended June 30, 2013 and 2012.
F-10
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED JUNE 30, 2013 AND 2012
1. Summary of Significant Accounting Policies (Continued)
Income Taxes
The Company and its subsidiaries file a consolidated U.S. federal
income tax return. Income taxes are accounted for under the asset
and liability method. The Company provides for federal, and state
income taxes currently payable, as well as for those deferred due
to timing differences between reporting income and expenses for
financial statement purposes versus tax purposes. Deferred tax
assets and liabilities are recognized for the future tax consequences
attributed to temporary differences between the financial statement
carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are
measured using enacted income tax rates expected to apply to
taxable income in the years in which those temporary differences
are expected to be recovered or settled. The effect of a change
in income tax rates is recognized as income or expense in the
period that includes the enactment date.
The Company recognizes the effect of income tax positions only if
those positions are more likely than not of being sustained.
Recognized income tax positions are measured at the largest amount
that is greater than 50% likely of being realized. Changes in
recognition or measurement are reflected in the period in which
the change in judgment occurs.
Advertising
Advertising costs are expensed as incurred. Advertising expense
amounted to $30,000 and $26,700 for the years ended June 30, 2013
and 2012, respectively.
Shipping and Handling
The Company classifies costs associated with shipping and handling
fees as a component of cost of goods sold.
Stock Compensation Plan
The Company has a ten-year stock option plan (the "2012 Plan") which
provides for the grant of options to purchase up to 100,000 shares of
the Company's Common Stock, par value $.05 per share ("Common Stock"),
plus 57,000 shares under options previously granted under the 2002
Stock Option Plan of the Company (the "Prior Plan"). The 2012 Plan
provides for the granting of incentive or non-incentive stock options
as defined in the 2012 Plan and options under the 2012 Plan may be
granted until 2022. Incentive stock options may be granted to employees
at an exercise price equal to 100% (or 110% if the optionee owns directly
or indirectly more than 10% of the outstanding voting stock) of the
fair market value of the shares of Common Stock on the date of the grant
which shall not be less than the book value per share of Common Stock
as of the end of the most recent fiscal quarter. Non-incentive stock
options shall not be granted at less than the fair market value of the
shares of Common Stock on the date of grant, and the per share book value.
At June 30, 2013 and 2012, 93,000 shares of Common Stock were available
for grant under the 2012 Plan and the Prior Plan.
F-12
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED JUNE 30, 2013 AND 2012
1. Summary of Significant Accounting Policies (Continued)
Stock Compensation Plan (Continued)
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. During the
year ended June 30, 2012, the Company granted 15,000 options to
employees and consultants that had a fair value of $15,700. The fair
value of the options granted during fiscal year 2012 was determined
using the Black-Scholes-Merton option-pricing model. The weighted
average assumptions used for fiscal 2012, was an expected life of 7
years; risk free interest rate of 1.00%; volatility of 69%, and
dividend yield of 1.54%. The weighted-average value per share of
the options granted in 2012 was $1.04, and stock-based compensation
costs were $7,000 for the year ended June 30, 2012. Stock-based
compensation costs related to nonvested awards to be recognized in
the future are $3,700 and $11,900 as of June 30, 2013 and 2012,
respectively.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and judgments that affect the amounts
reported in the financial statements and accompanying notes. The
actual results experienced by the Company may differ materially from
management's estimates.
Earnings Per Common Share
Basic earnings per common share is computed by dividing net income by
the weighted-average number of shares outstanding. Diluted earnings
per common share includes the dilutive effect of stock options.
F-12
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED JUNE 30, 2013 AND 2012
1. Summary of Significant Accounting Policies (Continued)
New Accounting Pronouncements
In February 2013, the Financial Accounting Standards Boad ("FASB")
issued Accounting Standards Update No. 2013-02, Comprehensive Income
(Topic 220) - Reporting of Amounts Reclassified Out of Accumulated
Other Comprehensive Income ("ASU 2013-02"), to improve the reporting
of reclassifications out of accumulated other comprehensive income. ASU
2013-02 requires an entity to report the effect of significant
reclassifications out of accumulated other comprehensive income to net
income in the same reporting period. An entity is required to cross-
reference other disclosures required under U.S. GAAP that provide
additional detail about those amounts. ASU 2013-02 became effective for
the Company during this reporting period; however the adoption of ASU
2013-02 did not have an impact on the reporting of the Company's
financial statements.
In July 2012, the FASB issued Accounting Standards Update No. 2012-02,
"Testing Indefinite-Lived Intangible Assets for Impairment"
("ASU 2012-02"), which allows entities to use a qualitative approach
to test indefinite-lived intangible assets for impairment. ASU 2012-
02 permits an entity to first assess qualitative factors to determine
whether it is more likely than not that the fair value of the indefinite-
lived intangible asset is less than its currently prescribed quantitative
impairment test. Otherwise, the quantitative impairment test in not
required. ASU 2012-02 is effective for annual and interim impairment
tests performed for fiscal years beginning after September 15, 2012,
and early adoption is permitted. The Company elected to early adopt the
provisions of ASU 2012-02, and the adoption did not have a material
impact on the Company's financial position or results of operations.
2. Acquisition
On November 14, 2011 the Company through SBI, acquired substantially
all of the assets of a privately owned company consisting principally
of a license and sublicenses under patents held by the University of
Maryland, Baltimore County ("UMBC") with respect to the design,
development and production of bioprocessing methods, systems and
products. The acquisition was pursuant to an asset purchase agreement
whereby the Company paid to the seller $260,000 in cash, issued 135,135
shares of Common Stock valued at $400,000, issued to UMBC a $230,000
36-month note payable, and agreed to make additional cash payments
equal to 30% of net royalties received under the acquired license and
sublicenses, to the sellers estimated at a present value of $128,000
on the date of acquisition.
F-13
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2013 AND 2012
2. Acquisition (Continued)
SBI's revenues are derived from royalties received by SBI under
the various sublicense agreements, net of royalty payments due to
UMBC, and revenues from future sales of certain products being
developed under its existing license. University, government, and
industrial laboratories working primarily in the biotechnology
industry worldwide are its targeted customers.
Management of the Company allocated the purchase price based on
its valuation of the assets acquired, all of which are intangible,
as follows:
Technology, trademarks, and in-process
research & development ("IPR&D") $ 500,000
Sublicense agreements 294,000
Engineering drawings and software 64,000
Non-competition agreements 18,000
Goodwill* 142,000
__________
Total Purchase Price $1,018,000
==========
*See Note 7, "Goodwill and Other Intangible Assets".
The amounts allocated to Technology, Trademarks, and IPRD and
Sublicense Agreements are deemed to have a useful life of 10
years, and to the remaining intangible assets to have a useful
life of 5 years, all of which are being amortized on a straight-
line basis, except for goodwill.
In connection with the acquisition, SBI entered into a
research and development agreement providing for the seller
to perform services with respect to the research and
development of bioprocessing methods, systems, and products
pursuant to programs set forth in the agreement, at a fee of
$14,000 per month plus all related expenses. The agreement was
terminated in June 2013 as a result of the death of the seller's
chief operating officer.
F-14
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2013 AND 2012
2. Acquisition (Continued)
Pro forma results
The unaudited pro forma condensed consolidated financial
information in the table below summarizes the consolidated
results of operations of Scientific, Altamira, and SBI on
a pro forma basis, as though the companies had been
consolidated as of the beginning of the year ended June
30, 2012. The unaudited pro forma condensed financial
information presented below is for informational purposes
only and is not intended to represent or be indicative of
the consolidated results of the operations that would have
been achieved if the acquisition had been completed as of
the commencement of the fiscal year presented. The information
presented is based on management's best judgment and the
effects of the acquisition including amortization and interest
expenses excluding total acquisition related costs incurred
of $78,500 for the year ended June 30, 2012:
2012
___________
Net sales $ 6,352,700
Net loss $ (48,200)
Net loss per share - basic $ (.04)
Net loss per share - diluted $ (.04)
3. Segment Information and Concentrations
The Company views its operations as three segments: the
manufacture and marketing of standard benchtop laboratory
equipment for research in university, hospital and industrial
laboratories sold primarily through laboratory equipment
distributors ("Benchtop Laboratory Equipment Operations"),
the manufacture and marketing of custom-made catalyst research
instruments for universities, government laboratories, and
chemical and petrochemical companies sold on a direct basis
("Catalyst Research Instruments Operations") and the design of
bioprocessing systems and products and related royalty income
("Bioprocessing Systems").
F-15
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2013 AND 2012
3. Segment Information and Concentrations (Continued)
Segment information is reported as follows:
Benchtop Catalyst Bio- Corporate
Laboratory Research processing and Conso-
Equipment Instruments Systems Other lidated
__________ ___________ __________ _________ __________
June 30, 2013:
Revenues $4,466,000 $2,541,500 $ 127,000 $ - $7,134,500
Foreign Sales 2,549,100 1,603,800 - - 4,152,900
Income (Loss)
From Operations 525,900 151,400 ( 169,900) - 507,400
Assets 2,501,600 1,646,600 903,600 1,101,200 6,153,000
Long-Lived Asset
Expenditures 18,300 23,300 9,200 - 50,800
Depreciation and
Amortization 43,300 35,300 100,200 - 178,800
Benchtop Catalyst Bio- Corporate
Laboratory Research processing and Conso-
Equipment Instruments Systems Other lidated
__________ ___________ __________ _________ __________
June 30, 2012:
Revenues $4,160,500 $1,940,900 $ 101,200 $ - $6,202,600
Foreign Sales 2,505,300 884,000 3,600 - 3,392,900
Income (Loss)
From Operations 416,800 ( 190,400) ( 111,200) ( 78,500) 36,700
Assets 2,366,100 1,083,400 822,800 1,499,900 5,772,200
Long-Lived Asset
Expenditures 30,700 49,500 1,018,000 - 1,098,200
Depreciation and
Amortization 49,300 76,700 59,900 - 185,900
F-17
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2013 AND 2012
4. Fair Value of Financial Instruments
The Financial Accounting Standards Board defines the fair value of
financial instruments as the amount that would be received to sell
an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. Fair value
measurements do not include transaction costs.
The accounting guidance also expands the disclosure requirements around
fair value and establishes a fair value hierarchy for valuation inputs.
The hierarchy prioritizes the inputs into three levels based on the
extent to which inputs used in measuring fair value are observable in
the market. Each fair value measurement is reported in one of the three
evels, 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.
The following tables set forth by level within the fair value hierarchy
the Company's financial assets that were accounted for at fair value on
a recurring basis at June 30, 2013 and 2012 according to the valuation
techniques the Company used to determine their fair values:
Fair Value Measurements Using Inputs
Considered as
Assets:
Fair Value at
June 30, 2013 Level 1 Level 2 Level 3
______________ __________ _______ ________
Cash and cash equivalents $ 927,300 $ 927,300 $ - $ -
Available for sale securities 908,400 908,400 - -
__________ __________ _______ ________
Total $1,835,700 $1,835,700 $ - $ -
========== ========== ======= ========
Liabilities:
Contingent consideration $ 70,600 $ - $ - $ 70,600
========== ========== ======= ========
Fair Value Measurements Using Inputs
Considered as
Assets:
Fair Value at
June 30, 2012 Level 1 Level 2 Level 3
______________ __________ _______ ________
Cash and cash equivalents $ 769,300 $ 769,300 $ - $ -
Available for sale securities 718,300 718,300 - -
__________ __________ _______ ________
Total $1,487,600 $1,487,600 $ - $ -
========== ========== ======= ========
Liabilities:
Contingent consideration $ 107,400 $ - $ - $107,400
========== ========== ======= ========
F-17
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2013 AND 2012
4. Fair Value of Financial Instruments (Continued)
Investments in marketable securities classified as available-for-sale
by security type at June 30, 2013 and 2012 consisted of the following:
Unrealized
Fair Holding Gain
Cost Value (Loss)
____________ _________ ____________
At June 30, 2013:
Available for sale:
Equity securities $ 29,300 $ 33,200 $ 3,900
Mutual funds 892,700 875,200 (17,500)
__________ _________ __________
$ 922,000 $ 908,400 $ (13,600)
========== ========= ==========
Unrealized
Fair Holding Gain
Cost Value (Loss)
____________ _________ ____________
At June 30, 2012:
Available for sale:
Equity securities $ 5,900 $ 16,000 $ 10,100
Mutual funds 725,000 702,300 (22,700)
__________ _________ __________
$ 730,900 $ 718,300 $ (12,600)
========== ========= ==========
5. Inventories
2013 2012
__________ __________
Raw materials $1,336,800 $1,146,800
Work-in-process 254,000 221,900
Finished goods 114,800 245,000
__________ __________
$1,705,600 $1,613,700
========== ==========
F-18
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2013 AND 2012
6. Property and Equipment
Useful Lives
(Years) 2013 2012
____________ __________ __________
Automobiles 5 $ 14,900 $ 14,900
Computer equipment 3-5 132,100 125,600
Machinery and equipment 3-7 627,500 602,500
Furniture and fixtures 4-10 181,000 183,200
Leasehold improvements 3-5 71,700 66,900
_________ _________
1,027,200 993,100
Less accumulated depreciation
and amortization 870,700 812,600
_________ _________
$ 156,500 $ 180,500
========= =========
Depreciation expense was $61,700 and $70,000 for the years ended June
30, 2013 and 2012, respectively.
7. Goodwill and Other Intangible Assets
Goodwill represents the excess of the purchase price over the fair
value of the net assets acquired in connection with the Company's
acquisition of Altamira and SBI's acquisition of assets. Goodwill
amounted to $589,900 at June 30, 2013 and 2012, all of which is expected
to be deductible for tax purposes.
F-19
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2013 AND 2012
7. Goodwill and Other Intangible Assets (Continued)
The components of other intangible assets are as follows:
Useful Accumulated
Lives Cost Amortization Net
______ ________ ____________ _________
At June 30, 2013:
Technology, trademarks 5/10 yrs. $ 865,400 $ 402,100 $ 463,300
Customer relationships 10 yrs. 237,000 203,200 33,800
Sublicense agreements 10 yrs. 294,000 47,800 246,200
Non-compete agreements 5 yrs. 114,000 105,900 8,100
Other intangible assets 5 yrs. 156,000 133,900 22,100
__________ _________ _________
$1,666,400 $ 892,900 $ 773,500
========== ========= =========
Useful Accumulated
Lives Cost Amortization Net
______ ________ ____________ _________
At June 30, 2012:
Technology, trademarks 5/10 yrs. $ 864,000 $ 339,300 $ 524,700
Customer relationships 10 yrs. 237,000 192,100 44,900
Sublicense agreements 10 yrs. 294,000 18,400 275,600
Non-compete agreements 5 yrs. 120,000 104,300 15,700
Other intangible assets 5 yrs. 143,900 127,500 16,400
__________ _________ _________
$1,658,900 $ 781,600 $ 877,300
========== ========= =========
Total amortization expense was $117,100 and $115,900 in 2013 and 2012,
respectively.
Estimated future amortization expense of intangible assets is as follows:
Fiscal Years
____________
2014 $ 110,800
2015 106,600
2016 110,800
2017 95,600
2018 81,100
Thereafter 268,600
_______________
$ 773,500
===============
F-20
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2013 AND 2012
8. Loan Payable, Bank
The Company has a line of credit with JPMorgan Chase Bank,
N.A. (the "Bank"), which provides for maximum borrowings of
up to $700,000, bearing interest at 3.05 percentage points
above a defined LIBOR Index (3.25% at June 30, 2013), and
secured by a pledge of collateral consisting of the inventory,
accounts, chattel paper, equipment and general intangibles of
the Company. Outstanding amounts are due and payable by June
14, 2014 with a requirement that the Company is to reduce the
outstanding principal balance to zero during the 30 day period
ending on the anniversary date of the Note. The Company did not
have any amounts outstanding under the line at June 30, 2013
and 2012.
9. Employee Benefit Plans
During the fiscal year ended June 30, 2013, the Company adopted
a single 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%. Previously, the
Company had two separate plans. Total matching contributions
amounted to $42,800 and $34,800 for the years ended June 30,
2013 and 2012, respectively.
10. Commitments and Contingencies
The Company is obligated through January 2015 under a noncancelable
operating lease for its Bohemia, New York premises, which requires
minimum annual rental payments plus other expenses, including real
estate taxes and insurance. The future minimum annual rental
expense, computed on a straight-line basis, is approximately
$209,400 under the terms of the lease. Rental expense for the
Bohemia facility amounted to approximately $233,500 in 2013
and $233,600 in 2012. Accrued rent, payable in future years,
amounted to $44,200 and $59,800 at June 30, 2013 and 2012,
respectively.
The Company was also obligated under an operating lease for its
facility in Pittsburgh, Pennsylvania, through November 2017,
which requires monthly minimum rental payments through November
2017, plus common area expenses. Total rental expenses for the
Pittsburgh facility was $77,200 and $56,000 for the fiscal years
ended June 30, 2013 and 2012.
The Company's approximate future minimum rental payments under
all operating leases are as follows:
Fiscal Years
____________
2014 $ 299,800
2015 217,800
2016 82,000
2017 85,400
2018 36,000
___________
$ 721,000
===========
F-21
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2013 AND 2012
10. Commitments and Contingencies (Continued)
The Company has two year employment contracts with its President
providing for an annual base salary of $154,000 and $150,000 for
the fiscal years ending June 30, 2015 and 2014, which extended then
existing employment contracts which provided for an annual base salary
of $141,000 and $138,000 for the fiscal years ended June 30, 2013
and 2012. The Company also has two year employment contracts with its
Executive Vice President providing for an annual base salary of
$139,000 and $135,000 for the fiscal years ending June 30, 2015 and
2014, which also extended then existing employment contracts which
provided for an annual base salary of $129,000 and $126,300 for the
fiscal years ended June 30, 2013 and 2012. Both contracts also provide
for discretionary performance bonuses. Bonuses of $10,000 and $5,000
were awarded to the President and Executive Vice President, respectively,
for the year ended June 30, 2013. No bonuses were awarded for the
fiscal year ended June 30, 2012 to either executive.
The Company has an employment contract with the President of Altamira
through June 30, 2014, which may be extended by mutual consent for
an additional year. The contract provides for an annual base salary of
$131,000 and $135,000 for each of the fiscal years ending June 30, 2013
and 2014, respectively, plus discretionary bonuses. A bonus of $5,000
was awarded for the fiscal year ended June 30, 2013. No bonus was
awarded for the fiscal year ended June 30, 2012, except for a stock
option granted during the year ended June 30, 2012 in connection with
his services provided with respect to the new subsidiary, SBI, valued
at $5,600 using the Black-Scholes-Merton option pricing model.
The Company has a consulting agreement which expires on December 31,
2013 with an affiliate of the Chairman of the Board of Directors for
marketing consulting services. The agreement provides that the
consultant be paid a monthly fee of $3,300 for a certain number of
consulting days as defined in the agreement. Stock options were
granted to the Chairman of the Board of Directors valued at $10,000
during the year ended June 30, 2012. Consulting expense related
to this agreement amounted to $44,600 and $42,800 for the years
ended June 30, 2013 and 2012, respectively.
The Company has a consulting agreement which expires March 31, 2014
with another member of its Board of Directors for administrative
services providing that the consultant be paid at the rate of $85
per hour. Consulting expense related to this agreement amounted
to $6,100 and $5,100 for the fiscal years ended June 30, 2013 and
2012, respectively.
The Company is occasionally involved in claims and disputes arising
in the ordinary course of business. It is management's opinion that
any liabilities resulting from the actions would not have a
material effect on the Company's financial position, results of
operations or cash flows.
F-22
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2013 AND 2012
11. Income Taxes
The reconciliation of the provision for income taxes at the federal
statutory rate of 35% to the actual tax expense for the applicable
fiscal year was as follows:
2013 2012
__________________ _________________
% of % of
Pre-tax Pre-tax
Amount Income Amount Income
_________ _______ _________ _______
Computed "expected" income tax $182,300 35.0% $ 21,700 35.0%
Surtax exemption - - (12,400) (20.0)
Research and development
credits (30,700) (5.9) (11,300) (18.3)
Other, net (27,200) (5.2) ( 2,200) ( 3.5)
_________ _______ __________ ______
Income tax expense (benefit) $124,400 23.9% $( 4,200) ( 6.8%)
========= ======= ========== ======
Deferred tax assets and liabilities consist of the following:
2013 2012
__________ __________
Deferred tax assets:
Amortization of intangibles $ 146,100 $ 149,700
Various accruals 49,600 44,800
Other 53,400 55,100
_________ _________
249,100 249,600
Deferred tax liability:
Depreciation of property
and amortization of goodwill (56,300) (43,400)
__________ __________
Net deferred tax assets $ 192,800 $ 206,200
========== ==========
The breakdown between current and long-term deferred tax assets and
liabilities is as follows:
2013 2012
__________ __________
Current deferred tax assets $ 86,600 $ 70,200
_________ _________
Long-term deferred tax assets 162,500 179,400
Long-term deferred tax liabilities (56,300) (43,400)
__________ __________
Net long-term deferred tax asset 106,200 136,000
__________ __________
Net deferred tax assets $ 192,800 $ 206,200
========== ==========
F-23
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2013 AND 2012
11. Income Taxes (Continued)
ASC No. 740 clarifies the accounting for uncertainty in income
taxes recognized in an enterprise's financial statements and
prescribes a recognition threshold and measurement attribute for
the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. ASC No.
740 also provides guidance on derecognition, classification,
interest and penalties, accounting in interim periods, disclosure,
and transition. As of June 30, 2013 and 2012, the Company did
not have any unrecognized tax benefits related to various federal
and state income tax matters.
The Company's policy is to recognize interest and penalties on
any unrecognized tax benefits as a component of income tax expense.
The Company does not have any accrued interest or penalties
associated with any unrecognized tax benefits. The Company is
subject to U.S. federal income tax, as well as various state
jurisdictions. The Company is currently open to audit under the
statute of limitations by the federal and state jurisdictions
for the years ending June 30, 2010 through 2012. The Company
does not anticipate any material amount of unrecognized tax
benefits within the next 12 months.
12. Stock Options
Option activity is summarized as follows:
Fiscal 2013 Fiscal 2012
_________________ __________________
Weighted- Weighted-
Average Average
Exercise Exercise
Shares Price Shares Price
_______ _______ _______ ________
Shares under option:
Outstanding, beginning of year 60,000 $ 2.73 57,000 $ 2.45
Granted - - 15,000 3.54
Exercised (5,000) 1.25 (4,000) 2.40
Forfeited - - (8,000) 2.40
________ ________
Outstanding, end of year 55,000 2.86 60,000 2.73
________ _______ ________ ________
Options exercisable at year-end 51,000 $ 2.81 52,833 $ 2.62
________ _______ ________ ________
Weighted average fair value per
share of options granted
during fiscal 2012 $ 1.04
=======
F-24
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE YEARS ENDED JUNE 30, 2013 AND 2012
12. Stock Options (Continued)
As of June 30, 2013 As of June 30, 2013
Options Outstanding Exercisable
_______________________________________________ ______________________
Weighted-
Average Weighted- Weighted-
Range Remaining Average Average
Exercise Number Contractual Exercise Number Exercise
Prices Outstanding Life (Years) Price Outstanding Price
_________ ___________ ____________ _________ ___________ _________
$1.35-$1.88 15,000 .94 $ 1.70 15,000 $ 1.70
$3.07-$3.71 40,000 3.72 $ 3.30 36,000 $ 3.27
________ ________
55,000 51,000
________ ________
As of June 30, 2012 As of June 30, 2012
Options Outstanding Exercisable
_______________________________________________ ______________________
Weighted-
Average Weighted- Weighted-
Range Remaining Average Average
Exercise Number Contractual Exercise Number Exercise
Prices Outstanding Life (Years) Price Outstanding Price
_________ ___________ ____________ _________ ___________ _________
$1.25-$1.88 20,000 1.54 $ 1.59 20,000 $ 1.59
$3.07-$3.71 40,000 4.72 $ 3.30 32,833 $ 3.25
________ ________
60,000 52,833
________ ________
13. Earnings Per Common Share
Earnings per common share data was computed as follows:
2013 2012
__________ __________
Net income $ 396,400 $ 66,100
__________ __________
Weighted average common shares
outstanding 1,337,048 1,283,118
Effect of dilutive securities 5,164 10,471
__________ __________
Weighted average dilutive common
shares outstanding 1,342,212 1,293,589
__________ __________
Basic earnings per common share $ .30 $ .05
========== ==========
Diluted earnings per common share $ .30 $ .05
========== ==========
F-25