UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(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, 2003
TRANSITION REPORT UNDER 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.
(Name of Small Business Issuer 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)
Issuer's telephone number (631) 567-4700
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
None None
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, PAR VALUE $.05 PER SHARE
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B not contained in this form, and no
disclosure will be contained, to the best of registrant's knowledge,
in the definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this
Form 10-KSB. [ X ]
Issuer's revenues for its most recent fiscal year. $3,257,100
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 29, 2003 is $707,200.
The number of shares outstanding of the issuer's common stock,
par value $.05 per share ("Common Stock") as of August 29, 2003
is 960,541 shares.
DOCUMENTS INCORPORATED BY REFERENCE
None.
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [ X ]
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
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," "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.
General. Scientific Industries, Inc., a Delaware corporation
(the "Company"), formed in 1954, designs, manufactures, and markets
a variety of laboratory equipment. The Company's products are
generally used for research purposes in research laboratories in or
used by universities, hospitals, pharmaceutical companies, clinics,
medical device manufacturers and other related industries. The
Company's products are generally distributed and marketed through
an established network of domestic and foreign laboratory
equipment distributors. The Company also markets its products through
attendance of industry trade shows, trade publication advertising,
brochures and catalogs, independent sales representatives, and
its own web site.
Products.
Vortex Mixers - The Company's primary product is the Vortex-Genie
(registered trademark) 2 Mixer and related accessories. 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.
Sales of the Vortex-Genie 2 Mixer represented approximately 86% of
the Company's revenues for the year ended June 30, 2003
("fiscal 2003") as compared with 92% of the Company's revenues for
the year ended June 30, 2002 ("fiscal 2002").
The Company recently introduced products that perform similar
functions and complement the Vortex Mixer product line - the
Vortex-Genie (registered trademark) 1 Touch Mixer, Vortex-
Genie (registered trademark) 2T Timed Mixer, and Disruptor Genie
(trademark) Cell Disruptor. All three products have been
well accepted by the Company's distributors and end users.
Although revenues from these products only represented approximately
5% of total revenues in fiscal 2003, which was the second year of
their production, such sales were three times the sales from
their initial year of introduction. The Company anticipates a
further increase in sales of these products in future periods.
Rotators/Rockers and Incubators - The Company also designs and
manufactures the Roto-Shake Genieregistered trademark, which is a
patented benchtop multi-purpose rotator/rocker used to rotate and
rock a wide variety of containers which are magnetically
attached to the unit's magnetized platform. In addition, the
Company produces the Enviro-Genie (registered trademark)
Refrigerated Incubator and the BioReactor Genie (trademark)
Cell Culture Chamber (introduced during fiscal 2003), which are
multi-functional benchtop environmental chambers designed to perform
various functions under controlled environmental conditions of
temperature. During fiscal 2003, the Company also introduced
the Bag Rotator, a product that mixes transfer packs and other
sealed bags for the clinical market.
Product Development. The Company designs and develops substantially
all the products it sells. Its personnel formulate plans and concepts
for new products and improvements or modifications to existing products.
It also engages outside consultants to augment its capabilities in such
areas as industrial design. The Company is currently working on the
development of several new products, some of which it anticipates will
be introduced during fiscal year 2004. The Company assembles its
products at its factory using components purchased from various domestic
and international sources.
Marketing. Commencing in January 2003, the Company substantially
increased its marketing efforts and expenditures under its revised
strategy for sales growth with: (i) the employment of a Director of
Sales and Marketing; (ii) the entry into a long-term agreement providing
for a substantial increase in the services of its outside marketing
consultant, who earlier had been a marketing employee of the Company's
principal distributor and who was elected a Director of the Company at
the Annual Meeting of Stockholders in November 2002, and (iii) an
expanded promotion and advertising program. In addition, the Company
engaged several independent sales representatives during fiscal
2003 for marketing and selling certain products.
Raw Materials. The Company currently manufactures its products from
readily available components supplied by various independent contractors,
and does not rely on any one supplier, except as to a few components
where it is not practicable to have multiple suppliers but
alternative suppliers are available.
Patents, Trademarks, Licenses and Franchises. The Company holds
several United States patents relating to existing products.
It licenses one of its patents, a patent on a utilitarian feature of
its Vortex-Genie 2 Mixer on a non-exclusive royalty-free basis to
Henry Troemner, LLC, ("Troemner"), under a settlement agreement dated
December 1, 1999. This license expires on November 2, 2005, the
expiration date of the patent. The Company's patent for the TurboMix
(trademark), an attachment to the existing Vortex-Genie 2 Mixer,
expires in September 2015. Its patent on the Roto-Shake Genie
expires in July 2016. During fiscal 2003, the Company applied for a
new patent and filed several trademark applications, all of
which are currently pending. The Company intends to apply for
additional patents and trademarks, when appropriate, for technology,
products, and marks which it considers important for the protection
of its business. No assurance can be given that any patent or
trademark application will result in the issuance of a patent or
trademark, or if granted, will provide effective protection.
The Company has various proprietary marks including Vortex-Genie
(REGISTERED TRADEMARK), Disruptor Genie (trademark), MagStir Genie
(trademark), BioReactor Genie (trademark), TurboMix (trademark),
Roto-Shake Genie (REGISTERED TRADEMARK), Genie (trademark), and
Enviro-Genie (TRADEMARK), each of which it considers important to
the success of the related product.
Foreign Sales. The Company's foreign sales to various distributors
outside the United States (principally Asia and Europe) accounted
for approximately 48.6% of the Company's net sales for fiscal 2003
and 44.0% for fiscal 2002. Such sales are paid 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.
Major Customers. Sales, predominantly of the Vortex-Genie 2
Mixer, to two of the company's customers, each a major distributor,
represented in the aggregate approximately 42% of net sales for
fiscal 2003 and 43% for fiscal 2002. The loss of either
customer or a material reduction in their purchases, as experienced
during fiscal 2003, could have a material adverse effect upon the
operating results of the Company. Please refer to the "Risk Factors"
section of this report for further discussion and additional
information.
Backlog. The Company's backlog is not significant because the
Company's current line of products is comprised of standard catalog
items. The typical lead time for order fulfillment is approximately
two weeks or less.
Competition. Most of the Company's competitors are substantially
larger and have greater financial, production and marketing resources
than the Company. Competition is generally based upon price, quality,
technical specifications, and product recognition and acceptance.
The Company is a dominant factor in the market for vortex mixers
in the United States and is widely recognized in the international
vortex mixers market.
In the general area of laboratory equipment, the Company's major
competitors are Troemner, Barnstead/Thermolyne Corporation, a
subsidiary of Sybron International, IKA-Werke GmbH & Co. KG, a German
company, and Heidolph Instruments GmbH, a German company. Since the
Company's products are primarily sold through distributor catalogs,
the Company relies heavily on the distributors' decisions as to which
products they include in their catalogs.
Research and Development. In connection with the development of
new products, the Company incurred research and development expenses
of $292,300 during fiscal 2003 compared to $289,600 during fiscal 2002.
The Company expects to continue investing in research and development
activities in fiscal year 2004, principally for the purpose of
increased product diversification.
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, to establish
occupational safety and health standards and to 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 29, 2003, the Company employed 22 persons of
which 19 were full-time. None of the Company's employees are represented
by any unions.
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
statements to reflect future events or circumstances.
THE COMPANY OFFERS A LIMITED NUMBER OF PRODUCTS WITH SALES OF ONE PRODUCT
ACCOUNTING FOR A SUBSTANTIAL PORTION OF ITS REVENUES
The Company currently offers for sale a limited number of products,
with sales of its Vortex-Genie 2 Mixer and accessories related thereto
accounting for approximately 86% of the Company's sales for fiscal 2003
and 92% for fiscal 2002. In the past few years, there have been new
entrants into the vortex-mixer market. Their mixers are being
aggressively marketed by the same distributors that offer the
Company's products. In January 2002, the Company's principal
distributor replaced its private label vortex mixer, which the
Company had supplied to them for many years, with a competitive
mixer. Sales to this distributor accounted for approximately 26.6%
and 33.0% of the Company's sales for fiscal 2003 and fiscal 2002,
respectively. Although the Company still sells the Vortex-Genie
2 Mixer, which continues to be included in the distributor's catalog,
under the Company's own brand, the unit sales to the distributor for
fiscal 2003 were lower by 28% from sales for fiscal 2002. The Company
expects to reduce the sales price of the Vortex-Genie 2 to the
distributor at its request commencing in October 2003. No assurance
can be given that the Company will be able to increase or maintain
its current level of sales of the Vortex-Genie 2 Mixer or the operating
margin derived therefrom.
THE COMPANY'S ABILITY TO GROW AND COMPETE EFFECTIVELY IS IN PART
DEPENDENT ON ITS ABILITY TO DEVELOP AND EFFECTIVELY MARKET NEW
PRODUCTS
During the past five years, the Company has pursued a program to
develop and market new laboratory equipment with a view to increasing
its revenues and reducing its dependence on the Vortex-Genie 2 Mixer.
Pursuant to the program, the Company first developed and introduced the
Roto-Shake Genie rotator/rocker and then the Enviro-Genie
refrigerated incubator. During fiscal 2002, the Company began selling
three new products which generally target the vortex mixer market -
Vortex-Genie 1 Touch Mixer, Vortex-Genie 2T Timed Mixer, and the
Disruptor Genie Cell Disruptor.
Revenues derived from products other than the Vortex-Genie 2 and its
accessories amounted to $423,600 and $277,300, respectively, for
fiscal 2003 and fiscal 2002. The Company historically has relied
primarily on its distributors and their catalogs to market its
products. Accordingly, 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. The Company has recently
expanded and revised its marketing program including hiring a new
Director of Sales and Marketing and engaging several independent sales
representatives to handle certain products. No assurance can be
made that the amounts allocated by the Company for its development
and marketing program are sufficient for such purpose, that
any particular product will be included in a distributor's catalog or
that any significant sales will result from the expanded efforts.
THE COMPANY IS A SMALL PARTICIPANT IN ITS HIGHLY COMPETITIVE INDUSTRY
Although the Company's principal product, the Vortex-Genie 2 Mixer, has
been widely accepted, the Company is an insignificant factor in the highly
competitive laboratory products industry. The Company's net sales for
fiscal 2003 and fiscal 2002 were $3,257,100 and $3,457,300, respectively.
Its principal competitors are substantially larger and have much greater
financial, production and marketing resources than the Company.
THE COMPANY'S ABILITY TO COMPETE DEPENDS IN PART ON ITS ABILITY TO SECURE
AND MAINTAIN PROPRIETARY RIGHTS TO ITS PRODUCTS
The Company's ability to compete depends in part on its ability to secure
and maintain proprietary rights to its products. The Company holds a design
patent expiring in November 2005 on a feature of its Vortex-Genie 2 Mixer,
its principal product. It holds a patent on an attachment to that product
which expires in September 2015 and on another product which expires in
July 2016. During fiscal 2003, the Company applied for an additional
patent, and intends to apply for additional patents on new products.
There can be no assurance that it will be successful in obtaining additional
patents, that any patent issued to the Company provides or will provide the
Company with competitive advantages or will not be challenged by third
parties or that the patents of others will not prevent the commercialization
of products developed by the Company. Furthermore, there can be no assurance
that others will not independently develop similar products or design around
the Company's patents. Any of the foregoing activities could
have a material adverse effect on the Company.
Moreover, there is no assurance that the enforcement by the Company of its
patent rights will not result in substantial litigation costs, as it did in
fiscal 2000 in the defense
of its proprietary claim with respect to its Vortex-Genie 2 Mixer.
THE COMPANY HAS LIMITED MANAGEMENT RESOURCES
The Company's operations were managed until August 29, 2002 by Mr. Lowell
A. Kleiman, as President and Chief Executive Officer, Ms. Helena Santos, as
its Vice President - Engineering. On August 29, 2002, the employment of
Mr. Kleiman was discontinued and the Company appointed Ms. Santos as
President, Chief Executive Officer and Treasurer to supervise the
Company's operations and administration; and Mr. Nichols as Executive Vice
President and Secretary to supervise engineering and product development.
No assurance can be given that the change will not have a materially
adverse effect on the Company's operations or financial condition.
Any material expansion of the Company's operations could
place a significant additional strain on the Company's limited management
resources. Furthermore, the loss of either Ms. Santos or Mr. Nichols in
the absence of an equally qualified successor could be materially adverse
to the Company's results and financial condition.
THE COMMON STOCK OF THE COMPANY IS THINLY TRADED AND IS SUBJECT TO VOLATILITY
The Common Stock of the Company is traded on the Over-the-Counter
Bulletin Board and, historically, has been thinly traded. As of
August 29, 2003, there were only 960,541 shares of Common Stock of the
Company outstanding, of which 315,815 shares are held by the directors and
officers of the Company. There have been a number of trading days during
fiscal 2003 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.
ITEM 2. DESCRIPTION OF PROPERTY.
The Company's executive offices and manufacturing facilities comprising
approximately 25,000 square feet are located at 70 Orville Drive, Bohemia,
New York 11716 and are held pursuant to a lease which expires on December
31, 2004, and provides for a minimum annual rental of $239,800 for the
year ending June 30, 2004. The leased facilities are suitable and
adequate for such use. In the opinion of management, the property is
adequately covered by insurance. See Note 8 to the Financial Statements in
Item 7 for further information about the Company's lease obligations.
ITEM 3. LEGAL PROCEEDINGS.
The Company is not a party to any pending legal proceedings. However, a
financial advisor employed by the Company pursuant to an engagement letter
that was not extended by the Company beyond its expiration date of
March 31, 2002 asserted in April 2002 a claim against the Company in the
amount of $125,000 for alleged services rendered to the Company that were
alleged to be outside the scope of the letter. The Company
denies engaging the financial advisor for any services outside the scope of
the engagement letter or that any amount is owing to the advisor.
The Company's counsel has advised the Company that based on its review of
the engagement letter and the Company's denial, it is unlikely that the
financial advisor will prevail if it institutes a legal proceeding.
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 2003.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS.
(a) 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 2003 and fiscal 2002,
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
09/30/01 1.30 1.55
12/31/01 1.25 2.40
03/31/02 1.30 2.40
06/30/02 1.20 1.60
09/30/02 1.10 1.80
12/31/02 1.05 1.50
03/31/03 1.05 1.15
06/30/03 1.05 1.15
(b) There were, as of August 29, 2003, 872 record holders of the
Company's Common Stock.
(c) The Company has not paid any dividends but is not subject
to any agreement which prohibits or restricts the Company from paying
dividends on its Common Stock.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Management's Discussion and Analysis of Financial Condition and
Results of Operations and other portions of this report contain
forward-looking statements that involve risks and uncertainties.
Actual results could differ materially from those anticipated by the
forward-looking information. Factors that may cause such differences
include, but are not limited to, product demand, market acceptance
and other factors discussed elsewhere in this report. This
Management's Discussion and Analysis of Financial Condition and
Results of Operations should be read in conjunction with our financial
statements and the related notes included elsewhere in this report.
Overview. Net sales of $3,257,100 for fiscal 2003 were 5.8%
lower than fiscal 2002's net sales of $3,457,300. Management believes
that sales for the 2003 fiscal year were negatively affected by
increased competition experienced in sales of mixers that compete
with the Vortex-Genie 2 Mixer, and general economic conditions,
including continuing weakness in European markets. We have been
negatively affected by the decision, in January 2002, of our principal
distributor, which is the leading distributor of U.S. laboratory
equipment, to replace its private label vortex mixer with a
competitive unit. Sales to this distributor, primarily the Company's
Vortex-Genie 2 Mixer and related accessories, accounted for 26.6% and
33.0%, respectively, of the Company's net sales for fiscal 2003
and fiscal 2002. While Management believes that the offer by the distributor
of its private label vortex mixer in competition with the Company's
Vortex-Genie 2 Mixer, coupled with a reduction in the unit selling
price commencing in October 2003, will continue to negatively
impact the Company's sales, Management also believes that sales of the
Company's mixer to the second largest U.S. laboratory equipment
distributor will increase because of the recent inclusion of our
products in its new catalog. The Company also expects to effect
increased sales through increasing sales of its recent product
additions to the vortex mixer
line, namely the Vortex-Genie 1, Vortex-Genie 2T and Disruptor
Genie, and increased promotion and advertising.
The Company's profitability for fiscal 2003 was
negatively impacted by the lower sales and $72,400 incurred with
respect to a proxy contest as to the election of Directors and the
Company's 2002 Stock Option Plan instituted unsuccessfully by the
Company's former Chairman of the Board, Chief Executive Officer and
President (the "Former CEO") in connection with the 2002 Annual
Meeting of Stockholders. However, the Company benefitted from lower g
eneral and administrative expenses as a result of the termination of
its compensation and benefit obligations to the Former CEO whose
employment ended on August 29,2002, partially offset by increases in
the salaries of its new Chief Executive Officer who had been Vice
President, Controller and Secretary and its Executive Vice President
who had been Vice President - Engineering.
The Company's selling expenses increased in fiscal 2003
because as of January 2003, the Company substantially increased its
marketing efforts and expenditures under its revised strategy for
sales growth with: (i) the employment of a Director of Sales and
Marketing; (ii) the entry into a long-term agreement providing for a
material increase in the services of its marketing consultant, who
earlier had been a marketing employee of the Company's principal
distributor and who was elected a Director of the Company
at the Annual Meeting of Stockholders in November 2002, and (iii)
an expanded promotion and advertising program. The Company believes
that this additional expenditure and commitment will prove beneficial.
Results of Operations. Net sales for fiscal 2003 were
$3,257,100, a decrease of $200,200 (5.8%) compared to net sales of
$3,457,300 for fiscal 2002. As previously discussed, the lower sales
were mostly due to lower unit sales of the Vortex-Genie 2 Mixer
as a result of competition from a private label mixer offered by
the Company's largest customer and general economic conditions.
However, the decrease in Vortex-Genie 2 sales was partially offset
by an increase in sales from other products. Sales (excluding
accessories) of new products, principally the Roto-Shake Genie,
Enviro-Genie, Disruptor Genie, Vortex-Genie 2T, and Vortex-Genie 1,
increased 52.3% to $423,600 for fiscal 2003 compared to $277,300
for fiscal 2002. The gross profit percentage for fiscal 2003
of 41.2% exceeded the gross profit percentage of 40.8% for fiscal 2002,
mostly as a result of a reduction in factory labor personnel, which
did not affect productivity.
General and administrative ("G&A") expenses were $791,700
for fiscal 2003, a decrease of $63,200 (7.4%) compared to $854,900
in fiscal 2002 mostly as a result of the discontinuation in August
2002 of the compensation and benefits paid to the Former CEO,
partially offset by $72,400 of expenses incurred with respect to the
proxy contest previously discussed in this report. Fiscal 2002's G&A
expenses reflected $62,900 in advisory fees incurred under a financial
advisory agreement, which expired March 31, 2002.
Selling expenses for fiscal 2003 increased $37,600 (21.1%) to
$216,000 compared to $178,400 for fiscal 2002 as a result of the
Company's expansion of its sales and marketing efforts. During fiscal
2003, the Company hired a Director of Sales and Marketing and
significantly increased the services of its outside marketing
consultant as well as its promotional and advertising activity.
Research and development expenses for fiscal 2003 were
$292,300 compared to $289,600 for fiscal 2002. The small increase,
despite increased development efforts, was the result of the
reduction of in-house engineering personnel and engagement of
a lower cost outside engineering firm.
The Company reflected an income tax benefit of $11,500 for
fiscal 2003 compared to income tax expense of $28,300 for fiscal 2002,
mainly as a result of the recognition of tax credits.
Liquidity and Capital Resources. The Company's cash and
cash equivalents, and short-term investments increased from $778,700
at the end of fiscal 2002 to $803,000 at the end of fiscal 2003.
The Company's working capital increased $143,600 to $1,675,000
from $1,531,400. The increase in working capital was mostly due to
certain long-term investments becoming current assets during the
current year. Accounts receivable were higher as of the end of
fiscal 2003 compared to fiscal 2002 due to the higher sales for the
last month of fiscal 2003 than for June 2002. The reduction in
inventories as of the end of fiscal 2003 compared to fiscal 2002 was
the result of lower work in process and finished goods balances.
The Company has available a secured bank line of credit of
$200,000 with North Fork Bank which expires on November 1, 2003
and carries interest at prime plus 1%. The Company will seek to
extend the credit line which has never been utilized.
Management believes that it will be able to meet its cash flow
requirements during the next fiscal year from its available financial
resources which are anticipated to include future cash generated
from operations, its cash and cash equivalents and investments, and
if required, the credit line.
Capital Expenditures. During fiscal 2003, the Company did
not incur any material capital expenditures. The Company does not
expect to incur in the normal course of business any material capital
expenditures during fiscal 2004. It is anticipated, as in past
fiscal years, that capital expenditures, if any, will be funded from
the Company's operations or available working capital.
ITEM 7. FINANCIAL STATEMENTS.
The Financial Statements required by this item are attached
hereto on pages F1-F18.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS; COMPLIANCE WITH SECTION
16(A) OF THE EXCHANGE ACT.
DIRECTORS
The Company has five Directors. The Directors of the Company
are elected to two-year staggered terms. The terms of the Directors
currently expire at the annual meeting of stockholders of the Company to
be held as follows: the next annual meeting which will follow the fiscal
year ended June 30, 2003 as to two Directors (Messrs. Borden
and Segasture, Class A), the annual meeting which follows fiscal
year ending June 30, 2004 as to one Director (Mr. Kesselman, Class B),
and the annual meeting which follows fiscal year ending June 30, 2005
as two Directors (Messrs. Cremonese and Knowles, Class C).
Mr. Kesselman is Chairman of the Board. The name, principal occupation
for the last five years, selected biographical information and period
of service as a director of the Company of each Director are set forth
in this section.
Arthur M. Borden, Esq. (age 83), a Director since 1974, has
been counsel to the law firm of Katen Muchin Zavis Rosenman (formerly
Rosenman & Colin) during the past five years.
Joseph G. Cremonese (age 68), a director since November 2002,
has been a marketing consultant to the Company since 1996, with his
marketing consulting duties substantially increased as of January 2003
under a new two-year agreement with the Company. Mr. Cremonese has been
since 1991, President of 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, Mr. Cremonese has been a director
and consultant of Proteomics, Inc., a producer of recombinant
proteins for medical research. Mr. Cremonese had been, prior to
1991, employed by Fisher Scientific (the Company's largest customer).
Joseph I. Kesselman (age 77), a Director since 1961 and
Chairman of the Board since August 29, 2002, is a consultant to various
corporations, and a director of Nuclear and Environmental Protection
Inc., Perrot Duval Holding S.A. (A Swiss public company),
Hopare Holding, S.A. (A Swiss company), and Infranor Inc., a
developer and manufacturer of servo systems.
Roger B. Knowles (age 77), a Director since 1965, is retired
and during the past five years has been involved in liquidating various
real estate and manufacturing concerns.
James S. Segasture (age 67), a Director since 1991,
has been a private investor since February 1990.
BOARD COMMITTEES
During the year, the Board of Directors appointed Messrs. Joseph I.
Kesselman and James S. Segasture as the sole members of the Company's
Stock Option Committee to serve at the discretion of the Board and to
administer the Company's 2002 Stock Option Plan.
The Company does not currently have any other committees.
EXECUTIVE OFFICERS
On August 29, 2002, after the failure of the Company and
Mr. Lowell A. Kleiman to negotiate an extension of his employment
agreement which expired on June 30, 2002, the employment of Mr. Kleiman
was discontinued and the Company appointed two executive officers,
Helena R. Santos as President, Chief Executive Officer and
Treasurer to supervise operations and administration, and Robert P.
Nichols as Executive Vice President and Secretary to supervise product
development and engineering.
Helena R. Santos, CPA (age 39) has been employed by the
Company since 1994, and served, prior to her appointment to her
current offices, as Vice President, Controller from 1997 and
Secretary from May 2001. Prior to joining the Company, she was
an internal auditor with a major defense contractor from March 1991
to April 1994. She had been previously employed in public accounting.
Robert P. Nichols (age 42) has been employed by the Company
since February 1998, and served, prior to his recent appointments,
as Vice President, Engineering from May 2001. Prior to joining the
Company, he was an Engineer Manager with Bay Side Motion Group, a
precision motion equipment manufacturer from January 1996 to February
1998.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company believes that, for the year ended June 30, 2003,
all filing requirements of Section 16(a) of the Securities Act of 1934,
as amended, applicable to its officers, directors and 10% stockholders
were complied with timely.
ITEM 10. EXECUTIVE COMPENSATION.
The following table summarizes all compensation paid by the
Company to its then Chief Executive Officer and President with respect
to each of the three fiscal years ended June 30, 2003. No other
executive officer earned in excess of $100,000 in any of such fiscal
periods.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
All Other
Compen-
Name Year Salary Bonus sation
Helena R. Santos 2003 $ 76,000 $ - $ -
Lowell A. Kleiman (1) 2003 $ 53,300 $ - $ 19,500(2)
Lowell A. Kleiman 2002 $ 160,000 $ - $ -
Lowell A. Kleiman 2001 $ 160,000 $ - $ -
(1) Mr. Kleiman's employment terminated on August 29, 2002 at which
time Ms. Santos was appointed Chief Executive Officer and President.
(2) Represents accrued benefits paid to Mr. Kleiman upon his
termination.
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
Number of % of Total
Securities Options
Underlying Granted to
Options Employees in Exercise Expiration
Name Granted (#) Fiscal Year Price ($/Sh) Date
----------------- ----------- ------------ ----------- ---------
Robert P. Nichols 5,000 71 1.25 10/20/12
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
Number of
Shares of Securities Value of
Common Underlying Unexercised
Stock Unexercised in-the-money
Acquired Options Options
On Value at FY-End (#) at FY-End ($)
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) (1) Unexercisable Unexercisable (1)
---------------- --------- --------- ------------- -----------------
Helena R. Santos 1,000 300 24,000/0 1,100/0
(1) Calculated by multiplying the number of shares of Common Stock
subject to options by the difference between the market price and
exercise price, per share, on June 30, 2003. Of the 24,000 unexercised
options, only 9,000 options were in-the-money at June 30, 2003.
Employment Agreements
Ms. Helena R. Santos and Mr. Robert P. Nichols are employed
by the Company pursuant to two-year employment contracts commencing
January 2003. Each employment contract provides for the individual's
full time employment as a senior executive with the Company for the
period ending December 31, 2004. The agreements provide for a
base salary through December 31, 2003 at the per annum rate of $100,000
and $95,000, respectively, with the base salary for the following year
to be determined by the Board of Directors but to be not less than the
prior year's base salary and for annual bonuses which may be paid with
respect to their performance to be at the discretion of the Board of
Directors. Each agreement contains non-competition and confidentiality
covenants.
DIRECTORS' COMPENSATION
The Company currently pays each non-employee Director a
quarterly retainer of $750 and a fee of $500 for each meeting attended,
plus reimbursement 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. The Company also agreed that
commencing March 2003, it would pay its Chairman of the Board, Mr.
Joseph I. Kesselman, a monthly fee of $500 for his services in such
capacity in addition to the quarterly fee. During fiscal 2003, the
Company paid fees in the aggregate amount of $36,100 to non-employee
Directors.
On February 11, 1992, before the adoption of the Company's
1992 Stock Option Plan ("1992 Plan"), the Company issued to each of its
four non-employee directors, Messrs. Arthur M. Borden, Joseph I.
Kesselman, Roger B. Knowles and James S. Segasture, ten year
non-qualified options to purchase, at a price of $0.35 per share, 12,000
shares of Common Stock, which were exercisable in three annual
installments. All 48,000 options were exercised by the directors
prior to June 30, 2003.
The Company's 1992 Stock Option Plan ("1992 Plan")
authorized the grant of options to purchase 3,000 shares of Common Stock
at the then fair market value to each non-employee director who was on
the Board of Directors on the first business day of each March, in 1993,
1994, 1995, and 1996. In addition, in December 1997, the Board of
Directors approved annual grants under the 1992 Plan beginning in December
1997 of options to purchase 4,000 shares of Common Stock for each
non-employee director exercisable at the fair market value on the date
of grant. Accordingly, as of June 30, 2003, the Company had granted
under the 1992 Plan in the aggregate to the foregoing four non-employee
Directors options to purchase 128,000 shares of Common Stock, or
options to purchase 32,000 shares of Common Stock for each. The fair
market value per share of Common Stock on the dates of grant ranged
from $0.50 for options granted in 1993 to $2.40 in 2002. All options
were immediately exercisable, except for 834 shares each (an
aggregate of 3,336 shares) under the options granted on December 31, 2000
which became available and exercisable on July 1, 2001. As of
June 30, 2003, options with respect to 88,000 shares had been
exercised by the Directors of which 40,000 were under the 1992 Plan.
Under the Company's 2002 Stock Option Plan ("2002 Plan"),
which was approved by the Company's stockholders at the 2002 Annual
Meeting of Stockholders, none of current directors, except for Mr.
Joseph G. Cremonese who became a newly elected Director at the 2002
Annual Meeting, are eligible to receive option grants.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of year end, the number of
shares of Common Stock beneficially owned by (i) the persons known to
the Company to be the owners of more than 5% of the 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. Unless otherwise indicated below, the address for each director
and executive officer 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 14.5%
16 Walnut Street
Glen Head, NY 11545
Arthur M. Borden 62,540 (1) 6.3%
Joseph G. Cremonese 5,000 (2) .5%
Joseph I. Kesselman 63,520 (3) 6.4%
Roger B. Knowles 91,705 (4) 9.3%
James S. Segasture 177,250 (5) 18.4%
Robert P. Nichols 27,800 (6) 2.8%
Helena R. Santos 25,000 (7) 2.5%
All directors and executive
officers as a group (7 persons) 452,815 (8) 41.3%
(1) Includes 26,000 shares issuable upon exercise of options.
(2) Owned jointly with his wife.
(3) Includes 29,000 shares issuable upon exercise of options and 735
shares of Common Stock owned jointly with his wife.
(4) Includes 44,158 shares owned by his wife, and 1,337 shares
owned by a trust of which he is a trustee, beneficial ownership of
which is disclaimed by him.
(5) Includes 4,000 shares issuable upon exercise of options, and
493 shares owned by his wife.
(6) Includes 25,000 shares issuable upon exercise of options.
(7) Includes 24,000 shares issuable upon exercise of options.
(8) Includes 137,000 shares issuable upon exercise of options.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
In January 2003, the Company entered into a consulting
agreement with Mr. Joseph G. Cremonese, who was elected a Class C
Director at the Annual Meeting of Stockholders in 2002 and has
been providing the Company with consulting services as an
independent marketing consultant for approximately seven years.
The consulting agreement provides that Mr. Cremonese and his affiliate,
Laboratory Innovation Company, Ltd. will, at the request of the
Company, render for the period January 1, 2003 through December 31,
2004 marketing consulting services of at least 80, but not more than
96, days per year at the rate of $450 per day with a monthly cap
of $3,000, with the Company's obligation reduced to the extent the
consulting services are less than 80 days for the 12 month
period. The agreement contains confidentiality and non-competition
covenants. During fiscal 2003, the Company paid Mr. Cremonese an
aggregate of $25,300 for his consulting services to the company.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
The exhibits to this report are listed in the Exhibit
Index at the end of this report.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the last
quarter of fiscal 2003 covered by this report with the Commission.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act,
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 and Treasurer
Principal Executive, Financial and Accounting
Officer
Date: September 29, 2003
In accordance with the Exchange Act, 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/ Arthur M. Borden Director September 26, 2003
Arthur M. Borden
/s/ Joseph G. Cremonese Director September 26, 2003
Joseph G. Cremonese
/s/ Joseph I. Kesselman Director (Chairman) September 26, 2003
Joseph I. Kesselman
/s/ Roger B. Knowles Director September 26, 2003
Roger B. Knowles
/s/ James S. Segasture Director September 26, 2003
James S. Segasture
EXHIBIT INDEX
Exhibit Number Description
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
Form 8-K filed on January 6, 2003) 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.
10 Material Contracts:
10(a) Letter of Intent to exercise 5-year option under the
Company's lease for its offices and manufacturing
facilities. (Filed as Exhibit 10 to the
Company's annual report on Form 10-K for the fiscal year
ended June 30, 1999 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).
10(c) Employment Agreeement dated January 1, 2003, by and
between the Company and Mr. Nichols.
10(d) Employment Agreement dated June 23, 2000, by and between
the Company and Mr. Kleiman, as amended. (Filed as Exhibit
10 to the Company's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 2000 and incorporated by
reference thereto).
10(e) 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).
21 Subsidiaries of the Registrant
Scientific Packaging Industries, Inc., a New York
corporation, is a wholly-owned inactive
subsidiary of the Company.
31.1 Certification of Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of
Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of
Sarbanes-Oxley Act of 2002.
Report of Independent Certified Public Accountants
Board of Directors and Shareholders
Scientific Industries, Inc. and subsidiary
Bohemia, New York
We have audited the accompanying consolidated balance sheets of
Scientific Industries, Inc. and subsidiary as of June 30, 2003 and 2002,
and the related consolidated statements of income, shareholders' equity
and cash flows for the years then ended. These financial statements
are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.
An audit also includes 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 financial statements referred to above present
fairly, in all material respects, the consolidated financial position
of Scientific Industries, Inc. and subsidiary as of June 30, 2003
and 2002, and the consolidated results of their operations and
their consolidated cash flows for the years then ended in conformity
with accounting principles generally accepted in the United
States of America.
/s/ Nussbaum Yates & Wolpow, P.C.
_________________________________
Nussbaum Yates & Wolpow, P.C.
Melville, New York
August 27, 2003
F-1
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2003 and 2002
ASSETS
2003 2002
Current assets:
Cash and cash equivalents $ 107,600 $ 296,800
Investment securities 695,400 481,900
Trade accounts receivable, less
allowance for doubtful
accounts of $7,400 in 2003 and 2002 409,600 276,000
Inventories 582,200 679,100
Prepaid expenses and other current assets 64,600 63,200
--------- ---------
Total current assets 1,859,400 1,797,000
Investment securities - 51,900
Property and equipment, net 152,500 182,900
Deferred taxes 113,600 106,600
Intangible assets, less accumulated
amortization of $36,800 and $31,200
in 2003 and 2002 15,500 6,500
Other 75,400 94,500
---------- ----------
Total assets $2,216,400 $2,239,400
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 58,100 $ 84,400
Accrued expenses 126,300 181,200
---------- ----------
Total current liabilities 184,400 265,600
---------- ----------
Deferred compensation 43,800 59,500
---------- ----------
Commitments and contingencies
Shareholders' equity:
Common stock, $.05 par value;
authorized 7,000,000 shares;
issued 980,343 and 970,343 shares
in 2003 and 2002 49,000 48,500
Additional paid-in capital 971,200 960,900
Accumulated other comprehensive
income, unrealized holding gain on
investment securities 300 1,000
Retained earnings 1,020,100 956,300
---------- ---------
2,040,600 1,966,700
Less common stock held in treasury,
at cost, 19,802 shares 52,400 52,400
---------- ---------
Total shareholders' equity 1,988,200 1,914,300
---------- ---------
Total liabilities and
shareholders' equity $2,216,400 $2,239,400
========== ==========
See notes to consolidated financial statements
F-2
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
CONSOLIDATED STATEMENS OF INCOME
YEARS ENDED JUNE 30, 2003 and 2002
2003 2002
Net sales $3,257,100 $3,457,300
Cost of sales 1,914,500 2,048,100
---------- ----------
Gross profit 1,342,600 1,409,200
---------- ----------
Operating expenses:
General and administrative 791,700 854,900
Selling 216,000 178,400
Research and development 292,300 289,600
---------- ----------
1,300,000 1,322,900
---------- ----------
Income from operations 42,600 86,300
---------- ----------
Other income (expense):
Interest income 15,100 14,500
Other income (expense), net ( 5,400) 4,700
----------- ----------
9,700 19,200
----------- ----------
Income before income tax
expense (benefit) 52,300 105,500
----------- ----------
Income tax expense (benefit):
Current ( 4,500) 33,300
Deferred ( 7,000) ( 5,000)
----------- ----------
( 11,500) 28,300
----------- ----------
Net income $ 63,800 $ 77,200
=========== ==========
Net income per common share - basic $ .07 $ .08
=========== ==========
Net income per common share - diluted $ .06 $ .08
=========== ==========
See notes to consolidated financial statements
F-3
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED JUNE 30, 2003 AND 2002
Accumulated
Common Stock Additional Other
-------------- Paid-in Comprehensive
Shares Amount Capital Income (Loss)
------ ------- ---------- -------------
Balance, July 1, 2001 915,342 $45,800 $ 912,500 ($ 5,000)
------------
Net income - - - -
Other comprehensive gain:
Unrealized holding gain
arising during period - - - 6,000
Comprehensive income - - - -
Exercise of stock options 55,000 2,700 43,400 -
Exercise of stock warrant 1 - - -
Income tax benefit of
stock options exercised - - 5,000 -
-------- ------- -------- -----------
Balance, June 30, 2002 970,343 48,500 960,900 1,000
Net income - - - -
Other comprehensive loss:
Unrealized holding loss
arising during period - - - ( 700)
Comprehensive income - - - -
Exercise of stock options 10,000 500 6,100 -
Income tax benefit of
stock options exercised - - 4,200 -
-------- ------- -------- -----------
Balance, June 30, 2003 980,343 $49,000 $971,200 $ 300
======== ======= ======== ===========
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (CONTINUED)
YEARS ENDED JUNE 30, 2003 AND 2002
Total
Retained Treasury Stock Shareholders'
Earnings Shares Amount Equity
-------- ------ ------ -------------
Balance, July 1, 2001 $879,100 19,802 $52,400 $ 1,780,000
-------------
Net income 77,200 - - 77,200
Other comprehensive gain:
Unrealized holding gain
arising during period - - - 6,000
-------------
Comprehensive income - - - 83,200
-------------
Exercise of stock options - - - 46,100
Exercise of stock warrant - - - -
Income tax benefit of stock
options exercised - - - 5,000
-------- ------- ------- -------------
Balance, June 30, 2002 956,300 19,802 52,400 1,914,300
-------------
Net income 63,800 - - 63,800
Other comprehensive loss:
Unrealized holding loss
arising during period - - - ( 700)
-------------
Comprehensive income - - - 63,100
-------------
Exercise of stock options - - - 6,600
Income tax benefit of stock
options exercised - - - 4,200
---------- ------- ------- -------------
Balance, June 30, 2003 $1,020,100 19,802 $52,400 $ 1,988,200
========== ======= ======= =============
See notes to consolidated financial statements
F-4
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 2003 AND 2002
2003 2002
Operating activities:
Net income $ 63,800 $ 77,200
--------- ---------
Adjustments to reconcile net income to net
cash provided by operating activities:
Gain on sale of investments ( 800) ( 4,400)
Loss on disposal of property and
equipment 6,400 -
Depreciation and amortization 65,400 65,300
Deferred income taxes ( 7,000) ( 5,000)
Income tax benefit of stock
options exercised 4,200 5,000
Changes in assets and liabilities:
Trade accounts receivable ( 133,600) 24,400
Inventories 96,900 ( 102,700)
Prepaid expenses and other
current assets ( 1,400) 8,500
Other assets 19,100 56,400
Accounts payable ( 26,300) ( 68,100)
Accrued expenses ( 54,900) 92,400
Deferred compensation ( 15,700) ( 14,500)
---------- ----------
Total adjustments ( 47,700) 57,300
---------- ----------
Net cash provided by
operating activities 16,100 134,500
---------- ----------
Investing activities:
Purchase of investment securities,
available for sale ( 241,500) ( 138,300)
Purchase of investment securities,
held to maturity ( 113,700) ( 308,200)
Redemption of investment securities,
available for sale 80,000 156,500
Redemption of investment securities,
held to maturity 110,600 175,000
Capital expenditures ( 63,800) ( 43,600)
Proceeds from sale of property
and equipment 31,000 -
Purchase of intangible assets ( 14,500) ( 600)
---------- ---------
Net cash used in investing
activities ( 211,900) ( 159,200)
---------- ---------
Financing activities,
proceeds from exercise of stock
options 6,600 46,100
---------- ---------
Net increase (decrease) in cash and
cash equivalents ( 189,200) 21,400
Cash and cash equivalents,
beginning of year 296,800 275,400
---------- ---------
Cash and cash equivalents, end of year $ 107,600 $ 296,800
========== =========
Supplemental disclosures of cash flow information:
Cash paid for income taxes $ 29,800 $ 6,500
========= ==========
See notes to consolidated financial statements
F-5
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2003 AND 2002
1. Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying consolidated financial statements include the
accounts of Scientific Industries, Inc. and Scientific Packaging
Industries, Inc., its inactive wholly-owned subsidiary (collectively
referred to as the "Company"). All material intercompany balances
and transactions have been eliminated.
Revenue Recognition
Sales are recorded when the goods are shipped to customers
and title passes.
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments
purchased with a maturity of three months or less to be cash
equivalents.
Accounts Receivable
In order to record the Company's accounts receivable at their net
realizable value, the Company must assess their collectibility.
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 their 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.
Investment Securities
Securities which the Company has the ability and positive intent
to hold to maturity are carried at amortized cost. Substantially
all held-to-maturity securities mature within one year. 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.
F-6
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED JUNE 30, 2003 AND 2002
1. Summary of Significant Accounting Policies (Continued)
Inventories
Inventories are stated at the lower of cost (first-in, first-out
basis) or market.
Property and Equipment
Property and equipment are stated at cost. Depreciation of
computer equipment, machinery and equipment and furniture and fixtures
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.
Intangible Assets
Intangible assets consist of patents and trademarks being
amortized on a straight-line basis over five years. Amortization
expense of intangible assets for the years ended June 30, 2003 and
2002 was $6,000. Estimated future annual amortization expense is
expected to be similar.
Asset Impairment
The Company reviews its long-lived assets annually to determine
whether facts and circumstances exist which indicate that the carrying
amount of assets may not be recoverable or the useful life is shorter
than originally estimated. The Company assesses the recoverability of
its assets by comparing the projected undiscounted net cash flows
associated with the related asset or group of assets over their
remaining lives against their respective carrying amounts.
Impairment, if any, is based on the excess of the carrying amount
over the fair value of those assets. If assets are determined to be
recoverable, but the useful lives are shorter than originally
estimated, the net book value of the assets is depreciated over
the newly determined remaining useful lives.
Income Taxes
The Company accounts for income taxes according to the
provisions of Statement of Financial Accounting Standards
(SFAS) No. 109, "Accounting for Income Taxes". Under the liability
method specified by SFAS 109, deferred tax assets and liabilities
are determined based on the difference between the financial
statement and tax bases of assets and liabilities as measured by
the enacted tax rates which will be in effect when these
differences reverse. Deferred tax expense is the result
of changes in deferred tax assets and liabilities. Deferred income
taxes result principally from the timing of the deductibility of the
rent accrual, inventory adjustments, deferred compensation, the
use of accelerated methods of depreciation and amortization for tax
purposes, and tax credit carryforwards.
F-7
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED JUNE 30, 2003 AND 2002
1. Summary of Significant Accounting Policies (Continued)
Stock Compensation Plan
During the year ended June 30, 2003, the Company established a
new ten-year stock option plan (the "2002 Plan") which provides for
the future grant of options to purchase up to 100,000 shares of
the Company's Common Stock, par value $.05 per share ("Common Stock"),
plus to the extent that options previously granted under the 1992
Stock Option Plan of the Company (the "Prior Plan") expire or
terminate for any reason without having been exercised, then options
exercisable for that same number of shares of Common Stock, up to a
maximum of one hundred sixty thousand (161,000) shares, may be
granted pursuant to the 2002 Plan. The 2002 Plan provides for the
granting of incentive or non-incentive stock options as defined in the
2002 Plan. Incentive stock options may be granted to employees at
an exercise price equal to 100% (or 110% if the optionee owns directly
or indirectly more than 10% of the outstanding voting stock) of the
fair market value of the shares of Common Stock on the date of the
grant. Non-incentive stock options shall be granted at an exercise
price not less than 85% of the fair market value of the shares of
Common Stock on the date of grant. The 2002 Plan also stipulates that
none of Messrs. Joseph I. Kesselman, Arthur M. Borden, Roger B. Knowles,
Lowell A. Kleiman and James S. Segasture shall be eligible to receive
option grants under the 2002 Plan. However the Prior Plan provided that
each non-employee member of the Board of Directors be granted, annually
commencing March 1993, for a period of four years, a ten-year option to
purchase 3,000 shares of Common Stock at the fair market value on the
date of grant and commencing annually in December 1997, for as long
a director, a ten-year option to purchase 4,000 shares of Common Stock
at the fair market value on the date of grant. No options have been
granted to directors of the Company since December 2001. The options
expire at various dates through October 2012. At June 30, 2003,
93,000 shares of Common Stock were available for grant under the
2002 Plan plus 15,000 shares which expired under the Prior Plan.
The Company has elected to account for its employee stock options
under APB Opinion No. 25, "Accounting for Stock Issued to Employees,"
under which no compensation expense is recognized for options granted
under fixed plans when the option price is not less than the fair
market value of the underlying common stock on the date of grant.
Pro forma information regarding net income and earnings per share,
however, is required under Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation," (SFAS No. 123) for
entities continuing to apply APB No. 25. For disclosure purposes,
the Company has estimated the fair value of its employee stock
options on the date of grant using the Black-Scholes option pricing
model with the following weighted average assumptions used for stock
options granted in 2003 and 2002, respectively:
F-8
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED JUNE 30, 2003 AND 2002
1. Summary of Significant Accounting Policies (Continued)
Stock Compensation Plan (Continued)
2003 2002
Expected life (in years) 10 10
Risk-free interest rate 4.39% 5.54%
Expected volatility 35.74% 36.68%
Dividend yield 0.00% 0.00%
Under the above model, the total value of stock options granted
in 2003 and 2002 was $4,800 and $22,600 respectively, which would be
amortized ratably on a pro forma basis over the related vesting
periods of three years. Had compensation cost been determined based
upon the fair value of the stock options at grant date for all awards,
the Company's net income and earnings per share would have been
reduced to the pro forma amounts indicated below:
2003 2002
Net income:
As reported $63,800 $77,200
Pro forma $63,000 $49,600
Basic earnings per share:
As reported $ .07 $ .08
Pro forma $ .07 $ .05
Diluted earnings per share:
As reported $ .06 $ .08
Pro forma $ .06 $ .05
Stock-based employee compensation cost,
net of related tax effects, included
in the determination of net income
as reported $ -0- $ -0-
The SFAS No. 123 method of accounting does not apply to options
granted prior to January 1, 1995 and, accordingly, the resulting
pro forma compensation cost may not be representative of that to be
expected in future years.
F-9
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED JUNE 30, 2003 AND 2002
1. Summary of Significant Accounting Policies (Continued)
Use of Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and judgments that
affect the amounts reported in the financial statements and
accompanying notes. The accounting estimates that require management's
most difficult and subjective judgments include the assessment of
recoverability of long-term assets and the recognition and measurement
of income tax assets and liabilities. The actual results experienced
by the Company may differ materially from management's estimates.
Net Income Per Common Share
Basic net income per common share is computed by dividing net
income by the weighted-average number of shares outstanding. Diluted
net income per share includes the dilutive effect of stock
options and warrants.
Recent Accounting Pronouncements
Recent accounting pronouncements not reflected herein do not
have a material effect on the Company's financial statements.
2. Line of Business and Concentrations
The Company is engaged in the manufacturing and marketing of
equipment for research in university, hospital and industrial
laboratories. The Company believes that it has only one reportable
segment. Approximately 86% in 2003 and 92% in 2002 of sales are
generated from the Vortex-Genie (registered trademark) 2 mixer and
related accessories.
Certain information relating to the Company's export sales and
principal customers is as follows:
2003 2002
Export sales (principally
Europe and Asia) $1,583,700 $1,522,900
Customers in excess of 10% of
net sales:
Largest in 2003 and 2002 867,000 1,141,100
Second largest in 2003 and 2002 488,600 337,100
Accounts receivable from these two customers amounted to
approximately 39% and 37% of total accounts receivable at
June 30, 2003 and 2002.
F-10
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED JUNE 30, 2003 AND 2002
3. Investment Securities
Details as to investment securities are as follows:
Gross Cost or Unrealized
Amortized Fair Holding Gain
Cost Value (Loss)
At June 30, 2003:
Available for sale:
Equity securities $ 20,700 $ 18,800 ($1,900)
Mutual funds 511,000 513,200 2,200
--------- --------- --------
$531,700 $532,000 $ 300
========= ========= ========
Held-to-maturity:
State and municipal bonds,
due in one year or less $163,400 $163,600 $ 200
========= ========= ========
Gross Cost or Unrealized
Amortized Fair Holding
Cost Value Gain (Loss)
At June 30, 2002:
Available for sale:
Equity securities $ 20,700 $ 18,500 ($2,200)
Mutual funds 348,800 352,000 3,200
--------- --------- --------
$369,500 $370,500 $1,000
========= ========= ========
Held-to-maturity:
State and municipal bonds,
due in one year or less $111,400 $111,200 ($ 200)
State and municipal bonds, due
September 15, 2003 51,900 51,900 -
-------- -------- --------
$163,300 $163,100 ($ 200)
======== ======== ========
F-11
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED JUNE 30, 2003 AND 2002
4. Inventories
2003 2002
Raw materials $532,100 $445,700
Work-in-process 4,700 102,500
Finished goods 45,400 130,900
-------- --------
$582,200 $679,100
======== ========
5. Property and Equipment, Net
Useful Lives
(Years) 2003 2002
Computer equipment 3 - 5 $167,000 $196,600
Machinery and equipment 3 - 7 272,200 256,000
Furniture and fixtures 4 - 10 70,800 71,500
Leasehold improvements 1 - 8 35,200 34,900
-------- --------
545,200 559,000
Less accumulated depreciation and
amortization 392,700 376,100
-------- --------
$152,500 $182,900
======== ========
6. Bank Line of Credit
The Company has a $200,000 secured bank line of credit collateralized by
all the assets of the Company. The credit line expires on
November 1, 2003 and bears interest at prime plus 1%. The Company
did not utilize this credit line during the years ended June 30, 2003
and 2002. To support the line of credit available, the Company is
required to maintain 20% of the credit line in average monthly balances.
F-12
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED JUNE 30, 2003 AND 2002
7. Employee Benefit Plan
The Company has a 401(k) profit sharing plan for all eligible
employees as defined in the Plan. The Plan provides for voluntary
employee salary contributions from 1% to 15% not to exceed the
statutory limitation provided by the Internal Revenue Code. The
Company shall match 50% of each participant's salary deferral
election, up to a maximum amount for each participant of 2% of
their compensation. The Company also has the option to make an
additional profit sharing contribution to the Plan. Employer
matching contributions to the Plan amounted to $10,600 in 2003
and $16,500 in 2002.
8. Commitments and Contingencies
Lease
The Company is obligated through December 2004 under a
noncancelable operating lease for its premises, which requires
minimum annual rentals and certain other expenses, including
real estate taxes and insurance. Rental expense under the
lease amounted to approximately $237,400 in 2003 and $232,700
in 2002.
As of June 30, 2003, the Company's approximate future
minimum rental payments under the above lease are as follows:
Fiscal Years
2004 $239,800
2005 122,900
In accordance with generally accepted accounting principles,
the future minimum annual rental expense, computed on a level basis,
will be approximately $223,100 under the terms of the lease.
Accrued rent, payable in future years, amounted to $28,000 and
$33,000 at June 30, 2003 and 2002.
Employment Contracts
The Company had an employment contract (which expired June
30, 2002) with its former President. On August 29, 2002, the
Company decided to terminate his employment. The contract
provided for an annual salary of $160,000 and also granted the
President a five-year option to purchase 10,000 shares of common
stock at $1.50 per share which expired prior to exercise.
F-13
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED JUNE 30, 2003 AND 2002
8. Commitments and Contingencies (Continued)
Employment Contracts (Continued)
Pursuant to the employment contract, the former President chose
that a portion of compensation earned in prior years be deferred to
future years. The deferred amounts are to be placed in a separate
investment account and all earnings and losses thereon are for his
benefit. As of June 30, 2003 and 2002, $58,400 and $74,400 was
segregated into such an account and is included as an asset. The
balance due to him is payable out of (but not secured by) the account,
in five equal annual installments as adjusted by market fluctuations
commencing after the termination of employment. Accordingly, $14,600
has been classified as a short-term asset and liability and $43,800 as
a long-term asset and liability at June 30, 2003. For the year ended
June 30, 2003, $12,700 was paid to the former President.
During the year ended June 30, 2003, the Company entered into
employment agreements with both its current President and Executive
Vice President for two-year periods expiring December 31, 2004.
The agreements with its President and Vice President provide for a base
salary for the first year of $100,000 and $95,000, respectively, with
the salary for calendar 2004 to be determined by the Board of
Directors, but to be not less than the base salary. The agreements
also provide for discretionary performance-related annual bonuses.
Other
A financial advisor employed by the Company pursuant to an
engagement letter that was not extended by the Company beyond its
expiration date of March 31, 2002 asserted a claim against the Company
in April 2002 in the amount of $125,000 for alleged services rendered
to the Company that were alleged to be outside the scope of the letter.
The Company denies engaging the financial advisor for any services
outside the scope of the engagement letter or that any amounts are
owing to the advisor. The Company's counsel has advised the Company
that based on its review of the engagement letter and the Company's
denial, it is unlikely that the financial advisor will prevail if it
institutes a legal proceeding. Accordingly, no provision for loss
has been recorded by the Company at June 30, 2003.
During the year ended June 30, 2003, the Company entered into
a two-year consulting agreement through December 31, 2004 with a
member of its Board of Directors for marketing consulting services.
The agreement provides that the director will be paid a monthly fee of
$3,000 for a certain number of consulting days as defined in the
agreement.
F-14
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED JUNE 30, 2003 AND 2002
9. Income Taxes
Income taxes (benefit) for 2003 and 2002 were different from the
amounts computed by applying the Federal income tax rate to the income
before income taxes due to the following:
2003 2002
---------------- --------------
% of % of
Pretax Pretax
Amount Income Amount Income
Computed "expected" income tax $17,800 34.0% $35,900 34.0%
Research and development credits ( 18,600) (36.0 )( 18,300) (17.3)
Other ( 10,700) (20.0 ) 10,700 10.1
--------- ------- -------- ------
Actual income taxes (benefit) ($11,500 (22.0 ) $28,300 26.8%
========= ======= ======== ======
Deferred tax assets and liabilities consist of the following:
2003 2002
Deferred tax assets:
Amortization of intangibles $ 7,900 $ 8,100
Deferred compensation 17,500 25,300
Rent accrual 8,400 11,200
Tax credit carryforwards 77,500 56,100
Other 15,700 18,600
---------- ----------
127,000 119,300
Deferred tax liability:
Depreciation of property and
equipment ( 13,400) ( 12,700)
----------- -----------
Net deferred tax assets $ 113,600 $ 106,600
=========== ===========
At June 30, 2003, the Company had tax credit carryforwards of
approximately $77,500 expiring in 2019 through 2023.
F-15
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED JUNE 30, 2003 AND 2002
10. Stock Options and Warrant
Option activity is summarized as follows:
Fiscal 2003 Fiscal 2002
Weighted- Weighted-
Average Average
Exercise Exercise
Shares Price Shares Price
------- ------- -------- ----------
Shares under option:
Outstanding at beginning
of year 165,000 $1.39 225,000 $1.19
Granted 7,000 $1.25 16,000 2.40
Exercised ( 10,000) .66 ( 31,000) 1.22
Expired - - ( 20,000) 1.41
Forfeited ( 15,000) 1.06 ( 25,000) .38
--------- ---------
Outstanding at end of year 147,000 $1.47 165,000 $1.39
========= ===== ========= =====
Options exercisable at
year-end 140,000 $1.48 165,000 $1.39
========= ===== ========= =====
Weighted average fair
value per share of options
granted during fiscal
2003 and 2002 $ .69 $1.41
===== =====
The following table summarizes information about the options
outstanding at June 30, 2003:
Options Outstanding Options Exercisable
--------------------------------- ------------------------
Weighted-
Average Weighted- Weighted-
Range of Remaining Average Average
Exercise Number Contractual Exercise Number Exercise
Prices Outstanding Life (Years) Price Outstanding Price
-------- ----------- ------------ ---------- ----------- ---------
$1.25 - $2.40 103,000 5.50 $1.74 96,000 $1.77
$.50 - $.94 44,000 4.26 .85 44,000 .85
F-16
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED JUNE 30, 2003 AND 2002
10. Stock Options and Warrant (Continued)
During the year ended June 30, 2003, three directors and an
officer exercised options under the Prior Plan to acquire a total of
10,000 shares at $.50 to $.94 per share. During the year ended
June 30, 2002, four directors exercised options under the Prior Plan
to acquire a total of 31,000 shares at $.50 to $2.00 per share.
In addition, in February 1992, the Company granted to four
non-employee members of the board of directors, ten-year options
for each to purchase 12,000 shares of Common Stock, at an exercise
price of $.35, not covered under either Plan. The options were
exercisable one-third within one year from the date of grant and
one-third in each of the following two years. In March 1993,
three directors each exercised 8,000 options. During the year
ended June 30, 2002, the remaining 24,000 options were
exercised by the directors.
The Company has a stock purchase warrant outstanding covering
17,391 shares of the Company's common stock issued during 2001 for
services. The warrant has an exercise price of $1.4375 per
share and expires on February 5, 2006. During the year ended
June 30, 2003, none of the warrants were exercised. During the year
ended June 30, 2002, one share was issued upon warrant exercise.
11. Net Income Per Common Share
Net income per common share data was computed as follows:
2003 2002
Net income $ 63,800 $ 77,200
========= =========
Weighted average common shares
outstanding 955,766 930,704
Effect of dilutive securities,
stock options and warrant 38,343 79,175
--------- ---------
Weighted average dilutive
common shares outstanding 994,109 1,009,879
========= =========
Net income per common share -
basic $ .07 $ .08
========= =========
Net income per common share -
diluted $ .06 $ .08
========= =========
F-17
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED JUNE 30, 2003 AND 2002
11. Net Income Per Common Share (Continued)
Unexercised employee stock options to purchase 56,000 and
59,000 shares of common stock at $1.875 to $2.40 per share were
outstanding as of June 30, 2003 and 2002, respectively, but were
not included in the foregoing potential computation because the
options' exercise price was greater than the average market price
of the Company's common stock.
12. Fair Value of Financial Instruments
The financial statements include various estimated fair
value information as of June 30, 2003 and 2002, as required by
Statement of Financial Accounting Standards 107, "Disclosure about
Fair Value of Financial Instruments." Such information, which
pertains to the Company's financial instruments, is based on the
requirements set forth in that statement and does not purport to
represent the aggregate net fair value of the Company. The following
methods and assumptions were used to estimate the fair value of each
class of financial instruments for which it is practicable
to estimate that value.
The carrying value of cash and cash equivalents and investment
securities approximates fair market value because of the short maturity
of those instruments.
The following table provides summary information on the fair
value of significant financial instruments included in the financial
statements:
2003 2002
------------------- -------------------
Estimated Estimated
Carrying Fair Carrying Fair
Amount Value Amount Value
-------- --------- -------- ---------
Assets:
Cash and cash equivalents $107,600 $107,600 $296,800 $296,800
Investment securities (Note 3)$695,400 $695,600 533,800 533,600
F-18