The following discussion and analysis should be read together with the consolidated financial statements and notes thereto and other financial information contained elsewhere in this Form 10-K and the discussion under "Risk Factors" included in Item 1A of this Form 10-K.
•Consolidated net revenue increased approximately$1,072,000 or 11.4%, to$10,472,000 during the year endedJune 30, 2021 as compared to the prior fiscal year. The increase in net revenue is attributed to an increase of approximately$1,064,000 in sales of Sonomed's ultrasound products and an increase of approximately$51,000 in sales of Trek 14 -------------------------------------------------------------------------------- products. The increase is offset by a decrease in the service plans of$38,000 and other Digital revenue of$5,000 . The ultrasound sales increased after COVID-19 negatively impacted the sales of ultrasound during the year endedJune 30, 2020 . •Consolidated cost of goods sold totaled approximately$6,044,000 , or 57.7%, of total revenue during the year endedJune 30, 2021 , as compared to$5,198,000 , or 55.3%, of total revenue of the prior fiscal year. The increase of 2.4% in cost of goods sold as a percentage of total revenue is mainly due to change of product mix. •Consolidated marketing, general and administrative expenses decreased$305,000 , or 7.9%, to$3,570,000 during the year endedJune 30, 2021 , as compared to the prior fiscal year. The decrease in marketing, general and administrative expenses is mainly due to decreased consulting expense, travel expense, office rent expense due to closure of office inMassachusetts , payroll expense, and trade show expense impacted by COVID-19. •Consolidated research and development expenses decreased$232,000 or 20.7%, to$890,000 during the year endedJune 30, 2021 as compared to the same period of the prior fiscal year. Research and development expenses were primarily expenses associated with the introduction of new or enhanced products. The decrease in research and development expense is mainly due to decreased payroll expense for the replacement of senior positions and reduced consulting expense in year endedJune 30, 2021 . COVID-19 disclosure OnMarch 11, 2020 , theWorld Health Organization declared the outbreak of a coronavirus (COVID-19) a pandemic. This pandemic has had a significant impact on the global and domestic economy, and is likely to impact the operations of the Company. The Company has been assessing the impact of the COVID-19 pandemic on the business, including the impact on the financial condition and results of operations, financial resources, changes in accounting judgment as well as the impact on the supply and demand, etc. The Company is considered an essential business and has been able to maintain operations during the lockdown. The Company remains in strong communications with the customer and there is no evidence showing that COVID-19 will greatly effect collection of accounts receivable as the date of this filing. However, the Company does not know the extent and duration of the impact of COVID-19 on its business due to the uncertainty about the spread of the virus. 15 --------------------------------------------------------------------------------
Results of Operations
Years EndedJune 30, 2021 and 2020 The following table shows consolidated net revenue, as well as identifying trends in revenues for the years endedJune 30, 2021 and 2020. Table amounts are in thousands: For the Years Ended June 30, 2021 2020 % Change Net Revenue: Products$ 9,548 $ 8,438 13.2 % Service plans 924 962 (4.0) % Total$ 10,472 $ 9,400 11.4 % Consolidated net revenue increased approximately$1,072,000 or 11.4%, to$10,472,000 during the year endedJune 30, 2021 as compared to the prior fiscal year. The increase in net revenue is attributed to an increase of approximately$1,064,000 in sales of Sonomed's ultrasound products and an increase of approximately$51,000 in sales of Trek products. The increase is offset by a decrease in the service plans of$38,000 and other Digital revenue of$5,000 . The ultrasound sales increased after COVID-19 negatively impacted the sales of ultrasound during the year endedJune 30, 2020 .
Foreign sales
The following table presents domestic and international sales from continuing operations. Table amounts are in thousands:
For the Years Ended June 30, 2021 2020 Domestic$ 6,255 59.7 %$ 5,781 61.5 % Foreign 4,217 40.3 % 3,619 38.5 % Total$ 10,472 100.0 %$ 9,400 100.0 % The following table presents consolidated cost of goods sold and as a percentage of revenues for the years endedJune 30, 2021 and 2020. Table amounts are in thousands: For the Years Ended June 30, 2021 % Change 2020 % Cost of Goods Sold:$ 6,044 57.7 %$ 5,198 55.3 % Total$ 6,044 57.7 %$ 5,198 55.3 % Consolidated cost of goods sold totaled approximately$6,044,000 , or 57.7%, of total revenue during the year endedJune 30, 2021 , as compared to$5,198,000 , or 55.3%, of total revenue of the prior fiscal year. The increase of 2.4% in cost of goods sold as a percentage of total revenue is mainly due to change of product mix. The following table presents consolidated marketing, general and administrative expenses for the years endedJune 30, 2021 and 2020. Table amounts are in thousands: For the Years Ended June 30, 2021 2020 % Change
Marketing, General and Administrative:
$ 3,570 $ 3,875 (7.9) % Total $ 3,570 $ 3,875 (7.9) % Consolidated marketing, general and administrative expenses decreased$305,000 , or 7.9%, to$3,570,000 during the year endedJune 30, 2021 as compared to the prior fiscal year. The decrease in marketing, general and administrative 16 -------------------------------------------------------------------------------- expenses is mainly due to decreased consulting expense, travel expense, office rent expense due to closure of office inMassachusetts , payroll expense, and trade show expense impacted by COVID-19. The following table presents consolidated research and development expenses for the years endedJune 30, 2021 and 2020. Table amounts are in thousands: For the Years Ended June 30, 2021 2020 % Change Research and Development:$ 890 $ 1,122 (20.7) % Total$ 890 $ 1,122 (20.7) % Consolidated research and development expenses decreased$232,000 , or 20.7%, to$890,000 during the year endedJune 30, 2021 as compared to the prior fiscal year. Research and development expenses were primarily expenses associated with the introduction of new or enhanced products. The decrease in research and development expense is mainly due to mainly due to decreased payroll expense for the replacement of senior positions and reduced consulting expense in year endedJune 30, 2021 . Impairment The Company tests indefinite-life intangible assets for possible impairment on an annual basis atJune 30 , and at any other time events occur or circumstances indicate that the carrying amount of intangible assets may be impaired. No impairments were recorded in year endedJune 30, 2021 . Due to the low market capitalization of the Company's common stock as ofDecember 31, 2019 , the Company performed an interim impairment test on its intangible asset. The outcome of this impairment test resulted in non-cash charge for the full impairment of the indefinite-lived intangible assets (trade mark and trade names) of$605,000 , which was recorded in the consolidated financial statements for fiscal year 2020. The Company tests lease right-of-use ("ROU") assets for possible impairment on an annual basis by comparing the undiscounted cash flow to the carrying amount of the ROU assets since 2021. There was no impairment of the ROU assets in the year endedJune 30, 2021 . Other Income (Expense) The Company did not have significant other income during the fiscal year endedJune 30, 2021 . The other income of$758,000 for year endedJune 30, 2020 is due to the termination of the retirement benefits obligation whenMr. DePiano Sr . passed away onOctober 3, 2019 . 17 --------------------------------------------------------------------------------
Liquidity and Capital Resources
Our total cash on hand as ofJune 30, 2021 was approximately$1,651,000 of cash on hand and restricted cash of approximately$256,000 compared to approximately$826,000 of cash on hand and restricted cash of$255,000 as ofJune 30, 2020 . Approximately$48,000 was available under our line of credit as ofJune 30, 2021 . OnApril 27, 2020 , the Company entered into a Payroll Protection Plan ("PPP") loan for$500,000 in connection with the CARES Act related to COVID-19. The promissory note has a fixed payment schedule. The PPP loan is unsecured. A final payment for the unpaid principal and accrued interest will be payable no later than two years after the funding date. The note will bear interest at a rate of 1.00% per annum. The Company submitted PPP loan forgiveness application onAugust 2, 2021 . The PPP loan forgiveness was approved onAugust 13, 2021 . The full amount of the PPP loan was classified as current as ofJune 30, 2021 . Economic Injury Disaster Loan (EIDL loan) is designed to provide economic relief to businesses that are currently experiencing a temporary loss of revenue due to the Coronavirus (COVID-19) pandemic. EIDL proceeds can be used to cover a wide array of working capital and normal operating expenses, such as continuation to health care benefits, rent, utilities, and fixed debt payments. The Company received a$150,000 EIDL loan. The annual interest rate is 3.75%. The payment term is 30 years and the monthly payment of principal and interest is$731 fromJuly 1, 2021 . The EIDL loan is secured by the tangible and intangible personal property of the Company. Because our operations have not historically generated sufficient revenues to enable profitability we will continue to monitor costs and expenses closely and may need to raise additional capital in order to fund operations. We expect to continue to fund operations from cash on hand and through capital raising sources if possible and available, which may be dilutive to existing stockholders, through revenues from the licensing of our products, or through strategic alliances. Additionally, we may seek to sell additional equity or debt securities through one or more discrete transactions, or enter into a strategic alliance arrangement, but can provide no assurances that any such financing or strategic alliance arrangement will be available on acceptable terms, or at all. Moreover, the incurrence of indebtedness in connection with a debt financing would result in increased fixed obligations and could contain covenants that would restrict our operations. As ofJune 30, 2021 we had an accumulated deficit of approximately$68.9 million , incurred recurring losses from operations and negative cash flows from operating activities in prior years. These factors raise substantial doubt regarding our ability to continue as a going concern, and our ability to generate cash to meet our cash requirements for the following twelve months as of the filing date of this form 10-K.
The following table presents overall liquidity and capital resources as of
June 30, June 30, 2021 2020 Current Ratio: Current assets$4,593 $4,333 Less: Current liabilities 3,397 2,865 Working capital$1,196 $1,468 Current ratio 1.35 to 1 1.51 to 1 Debt to Total Capital Ratio: Line of credit, note payable, lease liabilities, PPP loan and EIDL loan$1,772 $2,042 Total debt 1,772 2,042 Total equity 1,460 1,512 Total capital$3,232 $3,554 Total debt to total capital 54.8% 57.5% Working Capital Position Working capital decreased approximately$272,000 to$1,196,000 as ofJune 30, 2021 , and the current ratio decreased to 1.35 to 1 to 1 from 1.51 to 1 when compared toJune 30, 2020 . 18 -------------------------------------------------------------------------------- The decrease in working capital is due to an increase in current liabilities of$532,000 , offset by an increase in current assets of approximately$260,000 as ofJune 30, 2021 . The PPP loan of$500,000 mainly contributes to the increase of the current liabilities. Debt to total capital ratio was 54.8% and 57.5% as ofJune 30, 2021 andJune 30, 2020 , respectively. Cash Flow Provided By (Used In) Operating Activities During year endedJune 30, 2021 the Company provided approximately$839,000 of cash in operating activities as compared to approximately$168,000 of cash used in operating activities during the year endedJune 30, 2020 . For the year endedJune 30, 2021 , its cash provided by operations is mainly due to a decrease in inventory of$368,000 , a decrease in accounts receivable of$221,000 , and an increase in accounts payable of$342,000 . The cash inflow is offset by a decrease in deferred revenue of$152,000 . The remaining offsetting items for cash provided by operations is comprised of less significant items. For the year endedJune 30, 2020 , the Company had a net loss of approximately$650,000 , which includes non cash post-retirement adjustment of$758,000 , non cash lease expense of$342,000 , and impairment loss of$605,000 , non cash depreciation expense of$50,000 and an increase in accounts receivable allowance$12,000 . Cash inflows were mainly due to a decrease in other current assets of$69,000 , a decrease in inventory of$94,000 , a decrease in accounts receivable of$171,000 , an increase in deferred revenue of$89,000 , an increase in accounts payable of$94,000 , an increase in accrued expenses of$95,000 and an increase in other long-term liabilities of$9,000 . The cash inflow is offset by an increase in other long term assets of$11,000 , a decrease in operating lease liability of$345,000 , a decrease in accrued post retirement benefits of$34,000 , and a decrease in liabilities of discontinued operations of$1,000 . Cash Flows Used In Investing Activities Cash flows used in investing activities for the year endedJune 30, 2021 and 2020 were due to purchase of equipment of$9,000 and$60,000 respectively. Any necessary capital expenditures have generally been funded out of cash from operations, and the Company is not aware of any factors that would cause historical capital expenditure levels to not be indicative of capital expenditures in the future and, accordingly, does not believe that the Company will have to commit material resources to capital investment for the foreseeable future. Cash Flows Provided by (Used in) Financing Activities For the year endedJune 30, 2021 the cash used in the financing activities of$4,000 was due to auto loan payment. For the year endedJune 30, 2020 the cash provided by the financing activities of$647,000 was due to$500,000 of PPP loan,$150,000 of EIDL loan and cash used in financing activities of$3,000 was due to auto loan payment. Debt Financing OnJune 29, 2018 the Company entered a business loan agreement with TD bank receiving a line of credit evidenced by a promissory note of$250,000 . The interest is subject to change based on changes in an independent index which the Wall Street Journal Prime. The index rate at the date of the agreement is 5.000% per annum. Interest on the unpaid principal balance of the note will be calculated using a rate of 0.740 percentage points over the index, adjusted if necessary for any minimum and maximum rate limitations, resulting in an initial rate of 5.740% per annum based on a year of 360 days. The interest rate was 5% as ofJune 30, 2021 . The Company is required to hold$250,000 in a TD bank savings account as collateral. As ofJune 30, 2021 andJune 30, 2020 , the line of credit balance was$201,575 with TD bank. The line of credit interest expense was$10,000 and$11,000 for the years endedJune 30, 2021 and 2020, respectively.
COVID-19 Relief Loans and Liabilities
Payroll Protection Program ("PPP")
OnApril 27, 2020 , the Company entered into a PPP loan for$500,000 in connection with the CARES Act related to COVID-19. The Company submitted the loan forgiveness application onAugust 2, 2021 . All of the loan and accrued interest qualify for loan forgiveness based on the terms of the program. The PPP loan forgiveness was approved onAugust 13, 2021 . The full amount of the PPP loan was classified as current as ofJune 30, 2021 . 19 --------------------------------------------------------------------------------
Economic Injury Disaster Loan ("EIDL")
EIDL is designed to provide economic relief to businesses that are currently experiencing a temporary loss of revenue due to the Coronavirus (COVID-19) pandemic. EIDL proceeds can be used to cover a wide array of working capital and normal operating expenses, such as continuation to health care benefits, rent, utilities, and fixed debt payments. The Company received$150,000 EIDL loan. The annual interest rate is 3.75%, the payment term is 30 years and the monthly payment is$731 fromJuly 1, 2021 . The EIDL loan is secured by the tangible and intangible personal property of the Company.$146,859 of the EIDL loan was included in the non current portion of other notes payable.
Employer Payroll Tax Withholding
The CARES Act allows employers to defer the deposit and payment of the employer share ofSocial Security tax that would otherwise be due on or afterMarch 27, 2020 , and beforeJanuary 1, 2021 . The Company has deferred approximately$82,000 of the social security tax as ofJune 30, 2021 . Approximately$41,000 of the employer payroll tax withholding deferral was included in other short-term liabilities and the remaining half was included in other long-term liabilities. Preferred stock OnFebruary 14, 2018 , the Company entered into a Debt Exchange Agreement (the "Exchange Agreement") withMr. DePiano , Sr, the Company's former Chairman and DP Associates Inc. Profit-Sharing Plan of whichMr. DePiano , Sr. is the sole owner and sole trustee (the "Holders"). Pursuant to the terms of the Exchange Agreement, effectiveFebruary 15, 2018 , the Holders exchanged a total of$645,000 principal amount of debt related to the accounts receivable factoring program the Company owes the Holders for 2,000,000 shares of Series A Convertible Preferred Stock (the "Preferred Stock"). As ofJune 30, 2021 andJune 30, 2020 the cumulative dividends payable is$174,131 ($0.0871 per share) and$122,709 ($0.0614 per share), respectively.Mr. DePiano Sr . passed away onOctober 3, 2019 and left a will by which he appointedRichard J. DePiano , Jr., the Chief Executive Officer of the Company, as executor.Richard DePiano Jr . was elected to serve as chairman of the Company's board.Mr. DePiano , Jr. qualified as executor and has control over the listed shares in his capacity as executor ofMr. DePiano Sr .'s estate. Common Stock The Company's common stock has been quoted on the OTCQB Market sinceNovember 18, 2016 . The OTCQB Venture Market requires companies be current in their reporting and must undergo an annual verification and management certification process. Companies must also meet a minimum ($0.01 ) bid test and may not be in bankruptcy.
Other
The Company's forecast of the period of time through which its financial resources will be adequate to support its operations is a forward-looking statement and involves risks and uncertainties, and actual results could vary as a result of a number of factors, including the factors discussed in "Risk Factors" included in this Form 10-K . If the Company raises funds in the future, the Company may be required to raise those funds through public or private financings, strategic relationships or other arrangements at prices and other terms that may not be as favorable as they would without such qualification. The sale of additional equity and debt securities may result in additional dilution to the Company's shareholders. Additional financing may not be available in amounts or on terms acceptable to the Company or at all. Off-balance Sheet Arrangements and Contractual Obligations The Company was not a party to any off-balance sheet arrangements during the years endedJune 30, 2021 and 2020. Critical Accounting Estimate The preparation of financial statements requires management to make estimates and assumptions that impact amounts reported therein. The most significant of those involve the application of FASB issued authoritative guidance concerning Revenue Recognition,Goodwill and Other Intangible Assets, discussed further in the notes to consolidated financial statements included in this Form 10-K. The consolidated financial statements are prepared in conformity with accounting principles generally accepted inthe United States of America , and, as such, include amounts based on informed estimates and judgments of management.
The following items require significant estimation or judgment:
20 -------------------------------------------------------------------------------- estimates are used in determining valuation allowances for deferred income taxes, uncollectible receivables, obsolete inventory, sales returns and rebates, warranty liabilities, right-of-use assets and related lease liabilities, and valuation of intangible assets. Actual results achieved in the future could differ from current estimates. The Company used what it believes are reasonable assumptions and, where applicable, established valuation techniques in making its estimates. Intangible Assets and Long-Lived assets Intangible assets deemed to have indefinite lives (including trademark and trade names) are not amortized but, instead, are subject to an annual impairment assessment. Additionally, if events or conditions were to indicate the carrying value or a reporting unit may not be recoverable, the Company would evaluate the other intangible assets for impairment at that time. Long-lived assets including intangible assets deemed to have finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment indicators include, among other conditions, cash flow deficits, historic or anticipated declines in revenue or operating profit or material adverse changes in the business climate that indicate that the carrying amount of an asset may be impaired. When impairment indicators are present, the recoverability of the asset is measured by comparing the carrying value of the asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the projected undiscounted cash flows from the asset are less than the carrying value of the asset the asset is considered to be impaired. The impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company tests indefinite-life intangible assets for possible impairment on an annual basis atJune 30 , and at any other time events occur or circumstances indicate that the carrying amount of intangible assets may be impaired. During the year endedJune 30, 2021 , no impairments were recorded. Due to the low market capitalization of the Company's common stock as ofDecember 31, 2019 , the Company performed an interim impairment test on its intangible asset. The outcome of this impairment test resulted in non-cash charge for the full impairment of the indefinite-lived intangible assets (trade mark and trade names) of$605,000 , which was recorded in the consolidated financial statements for the year endedJune 30, 2020 . Accrued Warranties The Company provides a limited one-year warranty against manufacturer's defects on its products sold to customers. The Company's standard warranties require the Company to repair or replace, at the Company's discretion, defective parts during such warranty period. The Company accrues for its product warranty liabilities based on estimates of costs to be incurred during the warranty period, based on historical repair information for warranty costs. Revenue Recognition The Company recognizes revenue when its performance obligations with its customers have been satisfied. At contract inception, the Company determines if the contract is within the scope of Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers, and then evaluates the contract using the following five steps: (1) identify the contract with the customer; (2) identify the performance obligations; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only recognizes revenue to the extent that it is probable that a significant revenue reversal will not occur in a future period. Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out basis and include freight-in materials, labor and overhead costs. Inventories are written down if the estimated net realizable value is less than the recorded value. The Company reviews the carrying cost of inventories by product to determine the adequacy of reserves for obsolescence. In accounting for inventories, the Company must make estimates regarding the estimated realizable value of inventory. The estimate is based, in part, on the Company's forecasts of future sales and age of inventory. If actual conditions are less favorable than those the Company has projected, the Company may need to increase its reserves for excess and obsolete inventories. Any increases in the reserves will adversely impact the Company's results of operations. The 21 -------------------------------------------------------------------------------- establishment of a reserve for excess and obsolete inventory establishes a new cost basis in the inventory. Such reserves are not reduced until the product is sold. If the Company is able to sell such inventory any related reserves would be reversed in the period of sale. In accordance with industry practice, service parts inventory is included in current assets, although service parts are carried for established requirements during the serviceable lives of the products and, therefore, not all parts are expected to be sold within one year. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. As ofJune 30, 2021 and 2020, the Company has a fully recorded valuation allowance against its deferred tax assets. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statements of operations. As ofJune 30, 2021 and 2020, no accrued interest or penalties were required to be included on the related tax liability line in the consolidated balance sheets. The Company dissolvedEscalon Holdings, Inc. andEscalon IP Holdings, Inc. in a tax-free dissolution under Section 332 of the Internal Revenue Code during the year endedJune 30, 2021 . There is no tax impact on the consolidated financial statements of the Company's current and prior years. Leases The Company determines if an arrangement is a lease at the inception of a contract. Operating lease right-of-use ("ROU") assets are included in right-of-use assets on the consolidated balance sheets. The current and long-term components of operating lease liabilities are included in the current portion of operating lease liabilities and operating lease liabilities, net of current portion, respectively on the consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. As most of the Company's leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. Certain leases may include options to extend or terminate the lease. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Loss Per Share Loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. All outstanding stock options are considered potential common stock. All outstanding convertible preferred stock are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if-converted method. The dilutive effect, if any, of stock options is calculated using the treasury stock method. As ofJune 30, 2021 and 2020, the average market prices for the years then ended are less than the exercise price of all the outstanding stock options and, therefore, the inclusion of the stock options would be anti-dilutive. In addition, since the effect of common stock equivalents is anti-dilutive with respect to losses, the convertible preferred stock has also been excluded from the Company's computation of loss per common for the years endedJune 30, 2021 and 2020. Therefore, basic and diluted loss per common share for the years endedJune 30, 2021 and 2020 are the same. 22 -------------------------------------------------------------------------------- Recently Issued Accounting Standards The Company considers the applicability and impact of all accounting standards updates ("ASUs"). Management periodically reviews new accounting standards that are issued. New Accounting Pronouncements Not yet Adopted InJune 2016 the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which adds a new Topic 326 to the Codification and removes the thresholds that companies apply to measure credit losses on financial instruments measured at amortized cost, such as loans, receivables, and held-to-maturity debt securities. The guidance in ASU 2016-13 is effective for "public business entities," as defined, that areSEC filers for fiscal years and for interim periods with those fiscal years beginning afterDecember 15, 2022 . Early adoption of the guidance is permitted for fiscal years beginning afterDecember 15, 2018 , including interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact on the Company's consolidated financial statements. 23 --------------------------------------------------------------------------------
FINANCIAL STATEMENTS AND SUPPLIMENTARY DATA
Escalon Medical Corp. Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm 25
Consolidated Balance Sheets at
27
Consolidated Statements of Operations for the Years Ended
and 20 20 28
Consolidated Statements of Shareholders' Equity for the Years Ended
29
Consolidated Statements of Cash Flows for the Years Ended
and 20 20 30 Notes to Consolidated Financial Statements 32 24
-------------------------------------------------------------------------------- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets ofEscalon Medical Corp. and its subsidiaries (the "Company") as ofJune 30, 2021 and 2020, and the related consolidated statements of operations, shareholders' equity, and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as ofJune 30, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted inthe United States of America .
The Company's Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company's significant accumulated deficit and recurring losses from operations and negative cash flows from operating activities in prior years raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with thePublic Company Accounting Oversight Board (United States ) ("PCAOB") and are required to be independent with respect to the Company in accordance with theU.S. federal securities laws and the applicable rules and regulations of theSecurities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Inventory Valuation
Description of the Matter
AtJune 30, 2021 , the Company's net inventory balance was approximately$1.4 million . As discussed in Note 3 of the financial statements, the Company adjusts the inventory carrying value at the lower of cost or the net realizable value, which includes an estimate of the allowance for obsolescence. 25 --------------------------------------------------------------------------------
How We Addressed the Matter in Our Audit
Our audit procedures related to management's judgments underlying the calculation of the allowance for obsolete inventory, including the following, among others: a.We evaluated the appropriateness and consistency of management's methods and assumptions used in developing the Company's estimate of the allowance for obsolete inventory. b.We evaluated the appropriateness of specific inputs supporting management's estimate. c.We tested the mathematical accuracy of the Company's calculation of the allowance for obsolete inventory. /s/Friedman LLP We have served as the Company's auditor since 2018.Marlton, New Jersey September 27, 2021 26
-------------------------------------------------------------------------------- ESCALON MEDICAL CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS June 30, June 30, 2021 2020 ASSETS Current assets: Cash and cash equivalents$ 1,650,970 $ 825,958 Restricted cash 255,920 255,281 Accounts receivable, net 1,081,702 1,312,935 Inventories, net 1,416,727 1,785,030 Other current assets 187,357 154,193 Total current assets 4,592,676 4,333,397 Property and equipment, net 81,442 97,214 Right-of-use assets 843,559 1,107,127 License, net 102,400 122,050 Other long term assets 62,789 62,789 Total assets$ 5,682,866 $ 5,722,577 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Line of credit$ 201,575 $ 201,575 Current portion of note payable 3,401 3,401 Current portion of PPP loan 500,000 221,297 Current portion of EIDL loan 2,862 - Accounts payable 1,102,125 760,621 Accrued expenses 695,553 681,047 Related party accrued interest 112,389 112,389 Current portion of operating lease liabilities 279,051 278,634 Deferred revenue 363,700 516,053 Other short term liabilities 136,107 89,990 Total current liabilities 3,396,763 2,865,007 Note payable, net of current portion 7,839 11,503 PPP loan, net of current portion - 278,703 Operating lease liabilities, net of current portion 630,330 896,533 EIDL loan 147,138 150,000 Other long-term liabilities 40,860 8,872 Total long-term liabilities 826,167 1,345,611 Total liabilities 4,222,930 4,210,618
Shareholders' equity:
Series A convertible preferred stock,
645,000 645,000 Common stock,$0.001 par value; 35,000,000 shares authorized; 7,415,329 shares issued and outstanding 7,415 7,415 Additional paid-in capital 69,702,043 69,702,043 Accumulated deficit (68,894,522) (68,842,499) Total shareholders' equity 1,459,936 1,511,959 Total liabilities and shareholders' equity$ 5,682,866 $ 5,722,577 See notes to consolidated financial statements 27
--------------------------------------------------------------------------------ESCALON MEDICAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended
2021 2020 Net revenues: Products$ 9,547,606 $ 8,437,672 Service plans 924,011 962,359 Revenues, net 10,471,617 9,400,031 Costs and expenses: Cost of goods sold 6,044,399 5,197,866 Marketing, general and administrative 3,570,433 3,874,498 Research and development 890,482 1,122,324 Intangible assets impairment - 605,006 Total costs and expenses 10,505,314 10,799,694 Loss from operations (33,697) (1,399,663) Other income (expense) Other income 2,530 759,371 Interest income 985 3,592 Interest expense (21,841) (13,580) Total other income, net (18,326) 749,383 Net loss (52,023) (650,280) Undeclared dividends on preferred stocks 51,422 51,741 Net loss applicable to common shareholders $ (103,445) $ (702,021) Net loss per share Basic loss per share $ (0.01) $ (0.09) Diluted loss per share $ (0.01) $ (0.09) Weighted average shares-basic 7,415,329 7,415,329 Weighted average shares-diluted 7,415,329 7,415,329 See notes to consolidated financial statements 28
-------------------------------------------------------------------------------- ESCALON MEDICAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY FOR THE YEARS ENDED JUNE 30, 2021 AND 2020 Additional Total Paid-in Accumulated Shareholders' Series A Convertible Preferred Stock Common Stock Capital Deficit Equity Shares Amount Shares Amount Balance at June 30, 2020 2,000,000$ 645,000 7,415,329$ 7,415 $ 69,702,043 $ (68,842,499) $ 1,511,959 Net loss - - - - - (52,023) (52,023) Balance at June 30, 2021 2,000,000$ 645,000 7,415,329$ 7,415 $ 69,702,043 $ (68,894,522) $ 1,459,936 Additional Total Paid-in Accumulated Shareholders' Series A Convertible Preferred Stock Common Stock Capital Deficit Equity Shares Amount Shares Amount Balance at June 30, 2019 2,000,000$ 645,000 7,415,329$ 7,415 $ 69,702,043 $ (68,192,219) $ 2,162,239 Net loss - - - - - (650,280) (650,280) Balance at June 30, 2020 2,000,000$ 645,000 7,415,329$ 7,415 $ 69,702,043 $ (68,842,499) $ 1,511,959 See notes to consolidated financial statements 29 --------------------------------------------------------------------------------
ESCALON MEDICAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended June 30, 2021 2020 Cash Flows from Operating Activities: Net loss$ (52,023) $ (650,280)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Increase in accounts receivable allowance 10,000 12,008 Depreciation and amortization 44,812 50,084 Non cash lease expense 274,615 342,058 Intangible assets impairment - 605,006 Non cash post-retirement benefits adjustment - (758,021) Change in operating assets and liabilities: Accounts receivable 221,233 171,162 Inventories 368,303 93,830 Other current assets (33,164) 68,885 Other long-term assets
- (10,874) Accounts payable 341,504 94,111 Accrued expenses 14,506 94,929 Accrued post-retirement benefits (related party) - (33,964) Change in operating lease liability (276,833) (344,608) Deferred revenue (152,353) 89,250 Other short-term and long-term liabilities 78,105 7,929 Net cash provided by (used in) operating activities 838,705 (168,495) Cash Flows from Investing Activities: Purchase of equipment (9,390) (59,751) Purchase of licenses - - Net cash used in investing activities (9,390) (59,751)
Cash Flows from Financing Activities:
Proceeds from PPP loan - 500,000 Proceeds from EIDL loan - 150,000 Repayment of note payable (3,664) (3,393) Proceeds from line of credit - - Net cash (used in) provided by financing activities (3,664) 646,607 Net increase in cash, cash equivalents and restricted cash 825,651 418,361
Cash, cash equivalents and restricted cash, beginning of year 1,081,239
662,878 Cash, cash equivalents and restricted cash, end of year$ 1,906,890 $ 1,081,239 Cash, cash equivalents and restricted cash consist of the following: End of year Cash and cash equivalents$ 1,650,970 $ 825,958 Restricted cash 255,920 255,281$ 1,906,890 $ 1,081,239 Beginning of year Cash and cash equivalents$ 825,958 $ 409,743 30 --------------------------------------------------------------------------------
Restricted cash 255,281 253,135$ 1,081,239 $ 662,878 Supplemental Schedule of Cash Flow Information: Income Taxes paid Interest paid$ 11,223 $ 15,387 Non Cash Investing Activities Non Cash Finance Activities Record right-of-use assets per ASC 842, net of deferred rent reclassification$ 20,200 $ 1,448,184 Record lease liability per ASC 842$ 20,200 $ 1,519,744 Dispose right-of-use assets$ 9,154 $ - Dispose lease liability$ 9,154 $ - See notes to consolidated financial statements 31 -------------------------------------------------------------------------------- Escalon Medical Corp. and Subsidiaries Notes to Consolidated Financial Statements
1. Organization and Basis of Presentation
Escalon Medical Corp. ("Escalon" or "Company") is aPennsylvania corporation initially incorporated inCalifornia in 1987, and reincorporated inPennsylvania inNovember 2001 . Within this document, the "Company" collectively shall mean Escalon, which includes its division called "Trek" and its wholly owned subsidiaries:Sonomed, Inc. ("Sonomed"),Escalon Digital Solutions, Inc. ("EMI"), andSonomed IP Holdings, Inc. The Company dissolved two other inactive entities,Escalon Holdings, Inc. andEscalon IP Holdings, Inc. in a tax-free dissolution under Section 332 of the Internal Revenue Code in the year endedJune 30, 2021 . The Company operates in the healthcare market, specializing in the development, manufacture, marketing and distribution of medical devices and pharmaceuticals in the area of ophthalmology. The Company and its products are subject to regulation and inspection by theUnited States Food and Drug Administration (the "FDA"). The FDA and other government authorities require extensive testing of new products prior to sale and have jurisdiction over the safety, efficacy and manufacture of products, as well as product labeling and marketing. OnMarch 11, 2020 , theWorld Health Organization declared the outbreak of a coronavirus (COVID-19) a pandemic. This pandemic has had a significant impact on the global and domestic economy, and has and is likely to continue to impact the operations of the Company. The Company has been assessing the impact of the COVID-19 pandemic on the business, including the impact on the financial condition and results of operations, financial resources, changes in accounting judgment as well as the impact on the supply and demand, etc. The Company is considered an essential business and has been able to maintain operations during the lockdown. The Company applied for and received$500,000 inApril 2020 under the Payroll Protection Program ("PPP loan") which will help reverse the negative impact in terms of the liquidity. The Company submitted the loan forgiveness application onAugust 2, 2021 . The PPP loan forgiveness was approved and the full amount and accrued interest was forgiven onAugust 13, 2021 . The Company also received Economic Injury Disaster loan ("EIDL") loan of$150,000 . The annual interest rate is 3.75%. The payment term is 30 years and the monthly payment is$731 fromJuly 1, 2021 . The Company remains in strong communications with the customers and there is no evidence showing that COVID-19 will greatly effect collection of accounts receivable as of date of this filing. However, the Company does not know the extent and duration of the impact of COVID-19 on its business due to the uncertainty about the spread of the virus.
The Company's common stock trades on the OTCQB Market under the symbol "ESMC."
2. Going Concern
The Company's operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not limited to: the continuous enhancement of the current products, development of new products; changes in domestic and foreign regulations; ability of manufacture successfully; competition from products manufactured and sold or being developed by other companies; the price of, and demand for, the Company's products and its ability to raise capital to support its operations. To date, the Company's operations have not generated sufficient revenues to enable profitability. As ofJune 30, 2021 , the Company had an accumulated deficient of$68.9 million , and incurred recurring losses from operations and incurred negative cash flows from operating activities in prior years. These factors raise substantial doubt regarding the Company's ability to continue as a going concern for the following twelve months as of the filing date of this form 10-K. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the realization of the carrying value of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company's continuance as a going concern is dependent on its future profitability and on the on-going support of its shareholders, affiliates and creditors. In order to mitigate the going concern issues, the Company is actively pursuing business partnerships, managing its continuing operations, implementing cost-cutting measures and seeking to sell certain assets. The Company may not be successful in any of these efforts. 32 -------------------------------------------------------------------------------- 3. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. Use of Estimates The preparation of financial statements in conformity with accounting principles generally affected in the US Generally Accepted Accounting Principles ("US GAAP") requires management to make estimates and assumptions that impact the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents For the purposes of reporting cash flows, the Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and highly liquid investments with original maturities of 90 days or less to be cash and cash equivalents. From time to time cash balances exceed federal insurance limits. Restricted Cash As ofJune 30, 2021 and 2020 restricted cash included approximately$256,000 and$255,000 respectively, which was pursuant to the requirements in the TD Bank Loan entered intoJune 2018 (see Note 6). Foreign Currency Translation The Company's functional currency is the US dollar. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Foreign currency transaction gains or losses included in net loss were immaterial for the years endedJune 30, 2021 and 2020. Accounts Receivable Accounts receivable are recorded at net realizable value. The Company performs ongoing credit evaluations of customers' financial condition and does not require collateral for accounts receivable arising in the normal course of business. The Company maintains allowances for potential credit losses based on the Company's historical trends, specific customer issues and current economic trends. Accounts are written off against the allowance when they are determined to be uncollectible based on management's assessment of individual accounts. The Company recorded an allowance for doubtful accounts of approximately$100,000 and$123,000 as ofJune 30, 2021 and 2020. June 30, 2021 2020 Balance, July 1$ 122,515 $ 110,507 Increase in allowance 10,000 12,008 Write-offs (32,035) - Balance, June 30$ 100,480 $ 122,515 Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out basis and include freight-in materials, labor and overhead costs. Inventories are written down if the estimated net realizable value is less than the recorded value. The Company reviews the carrying cost of inventories by product to determine the adequacy of reserves for obsolescence. In accounting for inventories, the Company must make estimates regarding the estimated realizable value of inventory. The estimate is based, in part, on the Company's forecasts of future sales and age of inventory. If actual conditions are less favorable than those the Company has projected, the Company may need to increase its reserves for excess and obsolete inventories. Any increases in the reserves will adversely impact the Company's results of operations. The establishment of a reserve for excess and obsolete inventory establishes a new cost basis in the inventory. Such reserves are not reduced until the product is sold. If the Company is able to sell such inventory any related reserves would be reversed in the period of sale. In accordance with industry practice, service parts inventory is included in current assets, although service parts 33 -------------------------------------------------------------------------------- are carried for established requirements during the serviceable lives of the products and, therefore, not all parts are expected to be sold within one year. For the years ended June 30, 2021 2020 Raw materials$ 833,105 $ 837,135 Work in process 171,097 342,929 Finished goods 773,451 965,892 Total inventories$ 1,777,653 $ 2,145,956 Allowance for obsolete inventory (360,926) (360,926) Inventories, net$ 1,416,727 $ 1,785,030 Property and Equipment Property and equipment are recorded at cost. Leasehold improvements are amortized on a straight-line basis over the lesser of the estimated useful life of the asset or lease term. Depreciation on property and equipment is recorded using the straight-line method over the estimated economic useful life of the related assets. Estimated useful lives are generally three years to five years for computer equipment and software, five years to seven years for furniture and fixtures and five years to ten years for production and test equipment. Depreciation and amortization expense for the years endedJune 30, 2021 and 2020 was approximately$25,000 and$30,000 , respectively.
Property and equipment consist of the following:
June 30, 2021 2020 Equipment$ 748,725 $ 739,335 Furniture and fixtures 150,871 150,871 Leasehold improvements 39,048 39,048 938,644 929,254
Less: Accumulated depreciation and amortization (857,202) (832,040)
$ 81,442 $ 97,214 Intangible Assets and Long-Lived Assets Intangible assets deemed to have indefinite lives (including trademark and trade names) are not amortized but, instead, are subject to an annual impairment assessment. Additionally, if events or conditions were to indicate the carrying value or a reporting unit may not be recoverable, the Company would evaluate the other intangible assets for impairment at that time. Long-lived assets including intangible assets deemed to have finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment indicators include, among other conditions, cash flow deficits, historic or anticipated declines in revenue or operating profit or material adverse changes in the business climate that indicate that the carrying amount of an asset may be impaired. When impairment indicators are present, the recoverability of the asset is measured by comparing the carrying value of the asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the projected undiscounted cash flows from the asset are less than the carrying value of the asset the asset is considered to be impaired. The impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company tests indefinite-life intangible assets for possible impairment on an annual basis atJune 30 , and at any other time events occur or circumstances indicate that the carrying amount of intangible assets may be impaired. No impairments were recorded in year endedJune 30, 2021 . Due to the low market capitalization of the Company's common stock as ofDecember 31, 2019 , the Company performed an interim impairment test on its intangible asset. The outcome of this impairment test resulted in non-cash charge for the full impairment of the indefinite-lived intangible assets (trade mark and trade names) of$605,000 , which was recorded in the consolidated financial statements for fiscal year 2020. 34 -------------------------------------------------------------------------------- Accrued Warranties The Company provides a limited one-year warranty against manufacturer's defects on its products sold to customers. The Company's standard warranties require the Company to repair or replace, at the Company's discretion, defective parts during such warranty period. The Company accrues for its product warranty liabilities based on estimates of costs to be incurred during the warranty period, based on historical repair information for warranty costs. PPP Loans The Company's policy is to account for the PPP loan (See Note 7) as debt. The Company will continue to record the loan as debt until either (1) the loan is partially or entirely forgiven and the Company has been legally released, at which point the amount forgiven will be recorded as income or (2) the Company pays off the loan. Fair Value of Financial Instruments The carrying amounts for cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities approximate their fair value because of their short-term maturity. The carrying amount of the accrued post retirement benefits approximates fair value since the Company utilizes approximate current market interest rates to calculate the liability. The Company determined that the carrying amount of the notes payable and lease liabilities approximates fair value since such debt borrowing bears interest at the approximate current market rate. While the Company believes the carrying value of the assets and liabilities are reasonable, considerable judgment is used to develop estimates of fair value; thus the estimates are not necessarily indicative of the amounts that could be realized in a current market exchange. Revenue Recognition The Company recognizes revenue when its performance obligations with its customers have been satisfied. At contract inception, the Company determines if the contract is within the scope of Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers, and then evaluates the contract using the following five steps: (1) identify the contract with the customer; (2) identify the performance obligations; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only recognizes revenue to the extent that it is probable that a significant revenue reversal will not occur in a future period. The Company generates product revenue from the sale of medical device products and the sale and installation of the Company's AXIS image management system software. Revenue for service plans relate to the customer care plans for the Company's equipment and AXIS image management system software. Revenue is recognized upon transfer of control of the promised goods or services to the customer for an amount that reflects the consideration that the Company expects to be entitled in exchange for those goods or services. The Company's performance obligations are for product sales, installation of AXIS image management system software and customer care plans. The performance obligations are determined at contract inception based upon promises within the contract that are distinct. The product sales and installation of AXIS image management system software performance obligations are satisfied at a point in time, which is upon shipment for product sales and upon successful installation for the AXIS image management system. The performance obligation for customer care plans is satisfied over time as the customer receives and consumes the Company's services. The Company invoices its customers upon shipment for product sales. For the installation of AXIS image management system software and customer care plans, the Company invoices its customers upon successful installation. Invoice payments are generally due within 30 days of invoice date. The transaction price is determined based on fixed consideration in the Company's customer contracts and is recorded net of variable consideration. In determining the transaction price, a significant financing component does not exist since the timing from when the Company invoices its customers to when payment is received as it is less than one year.
Revenue for product sales and installation of AXIS image management system software is recognized when delivered or installed. The customer care plan revenues are recognized proportionately over the service period, which is a 12-month period.
The Company has elected the following practical expedients in applying ASC 606:
35 -------------------------------------------------------------------------------- •Unsatisfied Performance Obligations - all performance obligations relate to contracts with a duration of less than one year, the Company has elected to apply the optional exemption provided in ASC 606 and therefore, is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. •Contract Costs - all incremental customer contract acquisition costs are expensed as they are incurred as the amortization period of the asset that the Company otherwise would have recognized is one year or less in duration. •Significant Financing Component - the Company does not adjust the promised amount of consideration for the effects of a significant financing component as the Company expects, at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. •Sales Tax Exclusion from the Transaction Price - the Company excludes from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from the customer. •Shipping and Handling Activities - the Company elected to account for shipping and handling activities as a fulfillment cost rather than as a separate performance obligation. •Portfolio Approach - the Company applied the Portfolio Approach to contract reviews within its identified revenue streams that have similar characteristics and the Company believes this approach would not differ materially than if applying Topic 606 to each individual contract.
Deferred Revenue
The Company records deferred revenues when cash payments are received or due in advance of its performance. The Company's deferred revenues relate to payments received for the customer care plans for a 12-month period. The consideration received is recognized monthly over the service period.
Years ended June 30, 2021 2020 Beginning of Year$ 516,000 $ 427,000 Additions 772,000 1,052,000 Revenue Recognized 924,000$ 963,000 End of Year$ 364,000 $ 516,000 Shipping and Handling Revenues andCosts Shipping and handling revenues are included in product revenue and the related costs are included in cost of goods sold. Research and Development All research and development costs are charged to operations as incurred. Advertising Costs Advertising costs are charged to operations as incurred. Advertising expense for the years endedJune 30, 2021 and 2020 was$4,000 and$17,000 , respectively. The Company had in-house marketing activities during the year endedJune 30, 2021 . Loss Per Share Loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. All outstanding stock options are considered potential common stock. All outstanding convertible preferred stock are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if-converted method. The dilutive effect, if any, of stock options is calculated using the treasury stock method. As ofJune 30, 2021 and 2020, the average market prices for the years then ended are less than the exercise price of all the outstanding stock options and, therefore, the inclusion of the stock options would be anti-dilutive. In addition, since the effect of common stock equivalents is anti-dilutive with respect to losses, the convertible preferred stock has also been excluded from the Company's computation of loss per common for the years endedJune 30, 2021 and 2020. Therefore, basic and diluted loss per common share for the years endedJune 30, 2021 and 2020 are the same. 36 -------------------------------------------------------------------------------- For the Years Ended June 30, 2021 2020
Numerator:
Numerator for basic loss per share:
Net loss $ (52,023) $ (650,280) Undeclared dividends on preferred stock 51,422 51,741 Net loss applicable to common shareholders $ (103,445) $ (702,021) Net loss applicable to common shareholders $ (103,445) $ (702,021) Undeclared dividends on preferred stock - - Net loss $ (103,445) $ (702,021) Denominator: Denominator for basic loss per share - weighted average shares outstanding 7,415,329 7,415,329 Denominator for diluted loss per share - weighted average and assumed conversion 7,415,329 7,415,329 Net loss per share: Basic net loss per share $ (0.01) $ (0.09) Diluted net loss per share $ (0.01) $ (0.09) The following table summarizes convertible preferred stock and securities that, if exercised would have an anti-dilutive effect on earnings per share. For the Years Ended June 30, 2021 2020 Stock options 157,000 157,000 Convertible preferred stock 5,460,873 5,118,060 Total potential dilutive securities not included in income per share 5,617,873 5,275,060 Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. 37 -------------------------------------------------------------------------------- The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. As ofJune 30, 2021 andJune 30, 2020 , the Company has recorded a full valuation allowance against its deferred tax assets. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statements of operations. As ofJune 30, 2021 andJune 30, 2020 , no accrued interest or penalties were required to be included on the related tax liability line in the consolidated balance sheets. The Company dissolvedEscalon Holdings, Inc. andEscalon IP Holdings, Inc. in a tax-free dissolution under Section 332 of the Internal Revenue Code. There is no tax impact on the consolidated financial statements of the Company's current and prior years.
Leases
The Company determines if an arrangement is a lease at the inception of a contract. Operating lease right-of-use ("ROU") assets are included in right-of-use assets on the consolidated balance sheets. The current and long-term components of operating lease liabilities are included in the current portion of operating lease liabilities and operating lease liabilities, net of current portion, respectively on the consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. As most of the Company's leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. Certain leases may include options to extend or terminate the lease. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. New Accounting Pronouncements Recently Issued Accounting Standards
The Company considers the applicability and impact of all accounting standards updates ("ASUs"). Management periodically reviews new accounting standards that are issued. New Accounting Pronouncements Not yet Adopted
InJune 2016 the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which adds a new Topic 326 to the Codification and removes the thresholds that companies apply to measure credit losses on financial instruments measured at amortized cost, such as loans, receivables, and held-to-maturity debt securities. The guidance in ASU 2016-13 is effective for "public business entities," as defined, that areSEC filers for fiscal years and for interim periods with those fiscal years beginning afterDecember 15, 2022 . Early adoption of the guidance is permitted for fiscal years beginning afterDecember 15, 2018 , including interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact to the Company's consolidated financial statements. 4. Intangible Assets The Company's intangible assets consist of the following:
Trademark and
The Company tests indefinite-life intangible assets for possible impairment on an annual basis atJune 30 , and at any other time events occur or circumstances indicate that the carrying amount of intangible assets may be impaired. Due to the low 38 -------------------------------------------------------------------------------- market capitalization of the Company's common stock, the Company performed an interim impairment test on its intangible asset during the year endedJune 30, 2020 . The outcome of this impairment test resulted in non-cash charge for the full impairment of the indefinite-lived intangible assets (trademark and trade names) of$605,006 , which was recorded in the consolidated financial statements for the year endedJune 30, 2020 . During the year endedJune 30, 2021 , no impairments were recorded. Licenses The Company purchased no new licenses for year endJune 30, 2021 and 2020 respectively and the cost is capitalized and amortized over 10 years. Amortization expense is approximately$20,000 for each of the years endedJune 30, 2021 and 2020. Annual amortization related entirely to licenses is estimated to be$19,650 for the years endingJune 30, 2022 through 2026 and$4,150 thereafter. The following table presents amortized licenses as ofJune 30, 2021 : Adjusted Gross Gross Net Carrying Carrying Accumulated Carrying Amount Impairment Amount Amortization Value Amortized Intangible Assets Licenses$ 199,000 $ -$ 199,000 $ (96,600) $ 102,400 Total$ 199,000 $ -$ 199,000 $ (96,600) $ 102,400
The following table presents amortized licenses as of
Adjusted Gross Gross Net Carrying Carrying Accumulated Carrying Amount Impairment Amount Amortization Value
Amortized Intangible Assets Licenses
$ 199,000 $ -$ 199,000 $ (76,950) $ 122,050 Total$ 199,000 $ -$ 199,000 $ (76,950) $ 122,050 5. Accrued Expenses The following table presents accrued expenses: June 30, 2021 2020 Accrued compensation$ 464,213 $ 417,829 Line of credit and notes payable interest accrual 11,506 1,224 Customer deposits 64,494 14,320 Warranty reserve 32,078 32,078 Tax payable 100,834 100,176 Other accruals 22,428 115,420 Total accrued expenses$ 695,553 $ 681,047
Accrued compensation as of
6. Line of Credit
39 -------------------------------------------------------------------------------- OnJune 29, 2018 the Company entered a business loan agreement with TD bank receiving a line of credit evidenced by a promissory note of$250,000 . The interest is subject to change based on changes in an independent index which the Wall Street Journal Prime. The index rate at the date of the agreement is 5.000% per annum. Interest on the unpaid principal balance of the note is calculated using a rate of 0.740 percentage points over the index, adjusted if necessary for any minimum and maximum rate limitations, resulting in an initial rate of 5.740% per annum based on a year of 360 days. The interest rate was 5% as ofJune 30, 2021 . The Company was required to put$250,000 in the TD bank savings account as collateral. Mr.Richard J. DePiano Sr . executed a guarantee of the loan in favor of TD Bank.Mr. DePiano Sr . passed away onOctober 3, 2019 , therefore the guarantee is now assumed by his estate. As ofJune 30, 2021 and 2010, the line of credit balance was$201,575 with TD bank. The line of credit interest expense was approximately$10,000 and$11,000 for the years endedJune 30, 2021 and 2020, respectively.
7. Long-term debt
Paycheck Protection Program ("PPP") loan
OnApril 27, 2020 , the Company entered into a PPP loan for$500,000 in connection with the CARES Act related to COVID-19. The PPP loan was unsecured. A final payment for the unpaid principal and accrued interest was payable no later than two years after the funding date. The note had an interest at a rate of 1.00% per annum.The Company submitted the loan forgiveness application onAugust 2, 2021 . The full amount of the PPP loan and accrued interest were forgiven onAugust 13, 2021 . The full amount of the PPP loan was classified as current as ofJune 30, 2021 .
Economic Injury Disaster ("EIDL") loan
EIDL is designed to provide economic relief to businesses that are currently experiencing a temporary loss of revenue due to the Coronavirus (COVID-19) pandemic. EIDL proceeds can be used to cover a wide array of working capital and normal operating expenses, such as continuation to health care benefits, rent, utilities, and fixed debt payments. The Company received$150,000 EIDL loan. The annual interest rate is 3.75%. The payment term is 30 years and the monthly payment is$731 fromJuly 1, 2021 . The EIDL loan is secured by the tangible and intangible personal property of the Company. The future annual principal amounts to be paid as ofJune 30, 2021 are as follows: Year ending June 30, EIDL Loan Payment 2022 $ 2,862 2023 2,971 2024 3,084 2025 3,202 2026 3,324 Thereafter 134,557 Total $ 150,000
Other Short-term and Long-term Liabilities
The CARES Act allows employers to defer the deposit and payment of
the employer share of
8. Capital Stock Transactions Stock Option Plans 40 -------------------------------------------------------------------------------- As ofJune 30, 2021 , the Company had in effect two employee stock option plans that provide for incentive and non-qualified stock options. Under the terms of the plans, options may not be granted for less than the fair market value of the Common Stock at the date of grant. Vesting generally occurs ratably between one and five years and for non-employee directors, immediately, and the options are exercisable over a period no longer than 10 years after the grant date. As ofJune 30, 2021 , options to purchase 157,000 shares of the Company's common stock were outstanding, of which 157,000 were exercisable, and 0 shares were unvested. The following is a summary of Escalon's stock option activity and related information for the fiscal years endedJune 30, 2021 and 2020: 2021 2020 Weighted Weighted Common Average Common Average Stock Exercise Stock Exercise Options Price Options Price Outstanding at the beginning of the year 157,000$ 1.47 213,000$ 1.48 Granted - - - - Exercised - - - - Forfeited - - (56,000)$ 1.51 Outstanding at the end of the year 157,000$ 1.47 157,000$ 1.47 Exercisable at the end of the year 157,000$ 1.47 157,000 1.47 Weighted average fair value of options granted during the year $ - $ - The following table summarizes information about stock options outstanding as ofJune 30, 2021 : Weighted Number Average Weighted Number Weighted Outstanding Remaining Average Exercisable Average at June 30, Contractual Exercise at June 30, Exercise 2021 Life (Years) Price 2021 Price Range of Exercise Prices$0.79 21,000 4.83$ 0.79 21,000$ 0.79 $1.45 to$2.12 136,000 2.83$ 1.57 136,000$ 1.57 Total 157,000 157,000
There was no compensation expense related to stock options for the years ended
9. Income Taxes
The provision for income taxes for the years ended
2021 2020 Current income tax provision Federal $ - $ - State - - - - Deferred income tax provision Federal (51,366) (8,061) State (14,676) (2,303)
Change in valuation allowance 66,042 10,364
- -
Income tax expense (benefit) $ - $ -
41 --------------------------------------------------------------------------------
Income tax expense (benefit) as a percentage of loss for the years ended
2021 2020 Statutory federal income tax rate 21.00 % 21.00 % Permanent differences 0.00 % 0.00 % Valuation allowance (21.00) % (21.00) % Effective income tax rate 0.00 % 0.00 %
The components of the net deferred income tax assets and liabilities as of
2021 2020
Deferred income tax assets:
Net operating loss carryforward
- - General business credit - 207,698 Allowance for doubtful accounts 21,100 25,728 Accrued vacation 49,336 43,741 Inventory reserve 69,432 69,432 Accelerated depreciation 65,432 69,196 Warranty reserve 6,736 6,736 Total deferred income tax assets 7,564,755 7,634,924 Valuation allowance (7,543,251) (7,609,293) 21,504 25,631 Deferred income tax liabilities: Accelerated depreciation (21,504) (25,631)
Total deferred income tax liabilities (21,504) (25,631)
$ - $ - As ofJune 30, 2021 , the Company has a valuation allowance of$7,543,251 , which primarily relates to the federal net operating loss carryforwards. During the year endedJune 30, 2021 , the valuation allowance decreased by$66,042 and during the year endedJune 30, 2020 , the valuation decreased by$10,364 . The valuation allowance is a result of management evaluating its estimates of the net operating losses available to the Company as they relate to the results of operations of acquired businesses subsequent to their being acquired by the Company. The Company evaluates a variety of factors in determining the amount of the valuation allowance, including the Company's earnings history, the number of years the Company's operating loss and tax credits can be carried forward, the existence of taxable temporary differences, and near-term earnings expectations. Future reversal of the valuation allowance will be recognized either when the benefit is realized or when it has been determined that it is more likely than not that the benefit will be realized through future earnings. The Company has available federal and state net operating loss carry forwards of approximately$33,528,000 and$3,267,000 , respectively, of which$19,623,000 and$2,808,000 , respectively, will expire over the next ten years,$12,242,000 and$459,000 , respectively, will expire in years eleven through twenty, and$1,662,000 and$0 , respectively, which will not expire. The Company continues to monitor the realization of its deferred tax assets based on changes in circumstances, for example, recurring periods of income for tax purposes following historical periods of cumulative losses or changes in tax laws or regulations. The Company's income tax provision and management's assessment of the realizability of the Company's deferred tax assets involve significant judgments and estimates. If taxable income expectations change, in the near term the Company may be required to reduce the valuation allowance which would result in a material benefit to the Company's results of operations in the period in which the benefit is determined by the Company. Fiscal year endedJune 30, 2018 and subsequent years remain open to tax examination. However, to the extent allowed by law, the tax authorities may have the right to examine prior periods where net operating losses were generated and carried forward, and make adjustments up to the amount of the net operating loss amount. AtJune 30, 2021 , the Company did not have any significant unrecognized tax positions. The Company has provided what it believes to be an appropriate amount of tax for 42 -------------------------------------------------------------------------------- items that involve interpretation to the tax law. However, events may occur in the future that will cause the Company to reevaluate the current provision and may result in an adjustment to the liability for taxes. 10. Commitments and Contingencies Legal Proceedings The Company, from time to time is involved in various legal proceedings and disputes that arise in the normal course of business. These matters have included intellectual property disputes, contract disputes, employment disputes and other matters. The Company does not believe that the resolution of any of these matters has had or is likely to have a material adverse impact on the Company's business, financial condition or results of operations.
11. Retirement and Post-Retirement Plans
OnJune 23, 2005 the Company entered into a Supplemental Executive Retirement Benefit Agreement with its former Chairman,Mr. DePiano Sr .. The agreement provided for the payment of supplemental retirement benefits to the covered executive in the event of the covered executive's termination of services. InJanuary 2013 the covered executive retired and the Company was obligated to pay the executive$8,491 per month for life, with payments commencing the month after retirement. As ofJuly 1, 2019 approximately$792,000 was accrued forMr. DePiano , Sr.'s retirement benefits. The amount represented the approximate present value of the supplemental retirement benefits awarded using a discount rate of 4.5% as ofJuly 1, 2019 .Mr. DePiano Sr . passed away onOctober 3, 2019 . According to the agreement, the benefits terminate uponMr. DePiano , Sr.'s death. Therefore, the Company recognized a gain with the termination of the retirement benefit obligation of$758,000 , which has been reported as other income for the year endedJune 30, 2020 . 2021 2020 Balance July 1, $ -$ 791,985 Actuarial adjustment - (758,021) Payment of benefits - (33,964) Balance June 30, $ - $ -
12. Related Party Transactions and Preferred Stock
OnFebruary 14, 2018 , the Company entered into a Debt Exchange Agreement (the "Exchange Agreement") withMr. DePiano Sr ., the Company's former Chairman and DP Associates Inc. Profit-Sharing Plan of whichMr. DePiano Sr . is the sole owner and sole trustee (the "Holders"). Pursuant to the terms of the Exchange Agreement, effectiveFebruary 15, 2018 , the Holders exchanged a total of$645,000 principal amount of debt related to the accounts receivable factoring program for 2,000,000 shares of Series A Convertible Preferred Stock (the "Preferred Stock"). Each share of Preferred Stock entitles the Holder thereof to 13 votes per share and will vote together with all other classes and series of stock of the Company as a single class on all actions to be taken by the Company's stockholders. As a result of this voting power, the Holders as ofJune 30, 2021 beneficially own approximately 77.81% of the voting power on all actions to be taken by the Company's shareholders. Subject to the terms and conditions of Preferred Stock, the holder of any share or shares of the Preferred Stock has the right, at its option at any time, to convert each such share of Preferred Stock (except that, upon any liquidation of the Company, the right of conversion will terminate at the close of business on the business day fixed for payment of the amounts distributable on the Preferred Stock) into 2.15 shares of Common Stock (the "Conversion Ratio").
The
Conversion Ratio is subject to standard provisions for adjustment in the event of a subdivision or combination of the Company's Common Stock and upon any reorganization or reclassification of the capital stock of the Company. If the Holders were to convert their shares of Preferred Stock into Common Stock at the Conversion Ratio the Holders would receive a total of 4,300,000 shares of Common Stock, or approximately 36.70% of the then outstanding shares of Common Stock assuming such conversion. Each outstanding share of the Preferred Stock accrues dividends calculated cumulatively at the annual rate of$.0258 per share (such amount subject to equitable adjustment in the event of any stock dividend, stock split, combination, reclassification other similar event), payable upon the earlier of (i) a liquidation, dissolution or winding up of the Company or 43 -------------------------------------------------------------------------------- (ii) conversion of the Preferred Stock into Common Stock. Upon either of such events, all such accrued and unpaid dividends, whether or not earned or declared, to and until the date of such event, will become immediately due and payable and will be paid in full. The dividends payable to the holders of the Preferred Stock is payable in cash or, at the election of any such holder, in a number of additional shares of Common Stock equal to the amount of the dividend expressed in dollars divided by the then applicable Conversion Ratio, described above. As ofJune 30, 2021 and 2020 the cumulative dividends payable is$174,131 ($0.0871 per share) and$122,709 ($0.0614 per share), respectively.Mr. DePiano Sr . passed away onOctober 3, 2019 and left a will by which he appointedRichard J. DePiano , Jr., the Chief Executive Officer of the Company, as executor.Richard DePiano Jr . was elected to serve as chairman of the Company's board.Mr. DePiano , Jr. qualified as executor and has control over the listed shares in his capacity as executor ofMr. DePiano Sr .'s estate. During the year endedJune 30, 2020 , the Company paid a company controlled byRichard DePiano Jr .'s mother for the supply and installation of the carpet for the Company's office.
13. Concentration of Credit Risk
Credit Risk
Financial Instruments, which potentially subject the Company to concentration of credit risk, consist principally of cash and cash equivalents, restricted cash and trade receivables. Concentration of credit risk with respect to trade receivables is generally diversified due to the large number of entities comprising the Company's customer base and their dispersion across geographic areas principally withinthe United States and international. The Company routinely address the financial strength of its customer and, as a consequence, believes that its receivable credit risk exposure is limited. The Company does not require customers to post collateral.
Major Customer
One customer accounted for approximately 15% of net sales during the year
ended
As ofJune 30, 2021 the Company had one customer that represents approximately 23% of the total accounts receivable balance. As ofJune 30, 2020 the Company had one customer that represents approximately 18% of the total accounts receivable balance.
Major Supplier
The Company's two largest suppliers accounted for 40% and 10% of the total purchases for the year endedJune 30, 2021 . The Company's two largest suppliers accounted for the total purchases for 37% and 10% of total purchases for the year endedJune 30, 2020 . As ofJune 30, 2021 the Company had two suppliers that represent approximately 39% and 12% of the total accounts payable balance. As ofJune 30, 2020 the Company had three customer that represents 38%, 12% and 11% of the total accounts payable balance.
Foreign Sales
Domestic and international sales from continuing operations are as follows: (in thousands) For the Years Ended June 30, 2021 2020 Domestic$ 6,255 59.7 %$ 5,781 61.5 % Foreign 4,217 40.3 % 3,619 38.5 % Total$ 10,472 100.0 %$ 9,400 100.0 % 14. Leases The Company leases certain facilities and equipment under operating leases. Total lease expense, under ASC 842, was included in cost of goods sold and marketing, general and administrative costs in our unaudited condensed consolidated statement of operations for the years endedJune 30, 2021 and 2020 as follows: 44 --------------------------------------------------------------------------------
Year Ended June 30, 2021 2020 Operating lease costs: Fixed 346,302 407,757 Total:$ 346,302 $ 407,757
Supplemental cash flow information was as follows:
Year Ended
2021 2020
Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases
335,549$ 391,384 Total$ 335,549 $ 391,384 Leases recorded on the balance sheet consist of the following: June 30, Leases (operating) Classification on the Balance Sheet 2021 Assets Operating lease ROU assets Right-of-use asset$ 843,559 Liabilities Current Current portion of operating lease liabilities$ 279,051 Non-current Operating lease liabilities$ 630,330 The table below reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under noncancelable operating leases with terms of more than one year to the total operating lease liabilities recognized on the consolidated balance sheets as ofJune 30, 2021 : The aggregate future lease payments for operating leases as ofJune 30, 2021 were as follows: Operating 2022$ 321,612 2023 263,162 2024 268,372 2025 141,865 2026 2,728 Total lease payments 997,739 Less interest 88,358
Present value of lease liabilities
Average lease terms and discount rates were as follows: June 30, 2021 2020 Weighted-average remaining lease terms (years) Operating leases 3.35 4.17 Weighted-average discount rate Operating leases 5.65 % 5.65 % 45
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