SECURITIES & EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

FORM 10-Q

 

[x] Quarterly Report Under Section 13 or 15 (d) of
the Securities Exchange Act of 1934

 

For Quarterly Period Ended December 31, 2012

[ ] Transition Report Under Section 13 or 18(d) of the Exchange Act

Commission File Number: 0-17449

 

PROCYON CORPORATION

(Exact Name of Small Business Issuer as specified in its charter)

 

COLORADO	59-3280822
(State of Incorporation)	(IRS Employer Identification Number)

 

1300 S. Highland Ave. Clearwater, FL 33756

(Address of Principal Offices)

 

(727) 447-2998

(Issuer’s Telephone Number)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES £ NO £

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES £ NO £

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer £	Accelerated filer £
Non-accelerated filer (Do not check if a smaller reporting company) £	Smaller reporting company S

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES £ NO £

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: Common stock, no par value; 8,060,388 shares outstanding as of February 12, 2013.

 

 

 

 

 

PART I. - FINANCIAL INFORMATION

 

Item	Page
ITEM 1. FINANCIAL STATEMENTS	3
Index to Financial Statements
Financial Statements:
Consolidated Balance Sheets	3
Consolidated Statements of Operations	4
Consolidated Statements of Cash Flows	5
Notes to Financial Statements	6
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS	11
ITEM 4. CONTROLS AND PROCEDURES	14
PART II. - OTHER INFORMATION
ITEM 5. OTHER INFORMATION	15
ITEM 6. EXHIBITS	16
SIGNATURES	16

 

 

 

 

 

 

 

 

PROCYON CORPORATION & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2012 and June 30, 2012
		(unaudited)				(audited)
		June 30,				December 31,
		2012				2012
ASSETS
CURRENT ASSETS
Cash		$	774,061			$	907,052
Certificates of Deposit, plus accrued interest			156,245				155,719
Accounts Receivable, less allowance for doubtful			197,592				214,863
accounts of $1,000.
Inventories			316,689				194,916
Prepaid Expenses			147,011				159,974
Deferred Tax Asset			185,355				94,007
TOTAL CURRENT ASSETS			1,776,953				1,726,531
PROPERTY AND EQUIPMENT, NET			502,196				508,605
OTHER ASSETS
Deposits			792				792
Deferred Tax Asset			598,655				682,625
			599,447				683,417
TOTAL ASSETS		$	2,878,596			$	2,918,553
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable		$	195,989			$	151,567
Accrued Expenses			163,170				203,882
Current Portion of Mortgage Payable			50,720				49,017
TOTAL CURRENT LIABILITIES			409,879				404,466
LONG TERM LIABILITIES
Mortgage Payable			33,640				59,454
TOTAL LONG TERM LIABILITIES			33,640				59,454
STOCKHOLDERS' EQUITY
Preferred Stock, 496,000,000 shares			—				—
authorized, none issued.
Series A Cumulative Convertible Preferred Stock,			149,950				149,950
no par value; 4,000,000 shares authorized;
194,100 shares issued and outstanding.
Common Stock, no par value, 80,000,000 shares			4,421,676				4,421,676
authorized; 8,060,388 shares issued and
outstanding.
Paid-in Capital			6,000				6,000
Accumulated Deficit			(2,142,549	)			(2,122,993	)
TOTAL STOCKHOLDERS' EQUITY		$	2,435,077				2,454,633
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	2,878,596			$	2,918,553
The accompanying notes are an integral part of these financial statements.
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PROCYON CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Three and Six Months Ended December 31, 2012 and 2011
		(unaudited)				(unaudited)				(unaudited)				(unaudited)
		Three Months				Three Months				Six Months				Six Months
		Ended				Ended				Ended				Ended
		Dec. 31, 2012				Dec. 31, 2011				Dec. 31, 2012				Dec. 31, 2011
NET SALES		$	696,067			$	610,158			$	1,304,440			$	1,199,606
COST OF SALES			172,432				130,610				320,500				258,381
GROSS PROFIT			523,635				479,548				983,940				941,225
OPERATING EXPENSES
Salaries and Benefits			295,747				223,787				583,187				456,698
Selling, General and Administrative			212,903				184,915				425,526				405,039
			508,650				408,702				1,008,713				861,737
INCOME (LOSS) FROM OPERATIONS			14,985				70,846				(24,773	)			79,488
OTHER INCOME (EXPENSE)
Interest Expense			(1,596	)			(4,235	)			(3,337	)			(9,571	)
Interest Income			444				574				1,174				1,406
			(1,152	)			(3,661	)			(2,163	)			(8,165	)
INCOME (LOSS) BEFORE INCOME TAXES			13,833				67,185				(26,936	)			71,323
INCOME TAX BENEFIT(EXPENSE)			(6,156	)			(25,590	)			7,377				(30,977	)
NET INCOME (LOSS)			7,677				41,595				(19,559	)			40,346
Dividend requirements on preferred stock			(4,853	)			(4,978	)			(9,705	)			(9,955	)
Basic net income (loss) available to common shares		$	2,824			$	36,617			$	(29,264	)		$	30,391
Basic net income (loss) per common share		$	0.00			$	0.00			$	(0.00	)		$	0.00
Weighted average number of common shares outstanding			8,060,388				8,055,388				8,060,388				8,055,388
Diluted net income (loss) per common share		$	0.00			$	0.00			$	(0.00	)		$	0.00
Weighted average number of common shares outstanding, diluted			8,254,488				8,254,488				8,254,488				8,254,488

 

 

 

The accompanying notes are an integral part of these financial statements.

 

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PROCYON CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ending December 31, 2012 and 2011
		(unaudited)				(unaudited)
		December 31,				December 31,
		2012				2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)		$	(19,559	)		$	40,346
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation			16,066				17,869
Deferred Income Taxes			(7,377	)			30,977
Accrued Interest on Certificates of Deposit			(563	)			(406	)
Decrease (increase) in:
Accounts Receivable			17,310				174,156
Other Receivables			—				8,762
Inventory			(121,773	)			(65,040	)
Prepaid Expenses			12,963				16,070
Increase (decrease) in:
Accounts Payable			44,422				(17,370	)
Accrued Expenses			(40,712	)			(24,358	)
NET CASH (USED)PROVIDED BY OPERATING ACTIVITIES			(99,223	)			181,006
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of property & equipment			(9,657	)			(1,593	)
NET CASH USED BY INVESTING ACTIVITIES			(9,657	)			(1,593	)
CASH FLOW FROM FINANCING ACTIVITIES
Payments on Mortgage Payable			(24,111	)			(117,309	)
NET CASH USED BY FINANCING ACTIVITIES			(24,111	)			(117,309	)
NET CHANGE IN CASH			(132,991	)			62,104
CASH AT BEGINNING OF PERIOD			907,052				721,054
CASH AT END OF PERIOD		$	774,061			$	783,158
SUPPLEMENTAL DISCLOSURES
Interest Paid		$	3,362			$	10,164
Taxes Paid		$	—			$	—

 

 

The accompanying notes are an integral part of these financial statements.

 

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Notes to Financial Statements

 

NOTE A - SUMMARY OF ACCOUNTING POLICIES

 

The interim financial statements included herein have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) have been condensed or omitted as allowed by such rules and regulations. The Company believes that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the Company’s audited financial statements dated June 30, 2012. The results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year.

 

Management of the Company has prepared the accompanying unaudited condensed financial statements prepared in conformity with generally accepted accounting principles, which require the use of management estimates, contain all adjustments (including normal recurring adjustments) necessary to present fairly the operations and cash flows for the period presented and to make the financial statements not misleading.

 

STOCK-BASED COMPENSATION

 

Stock based compensation is accounted for in accordance with Topic 718 - Compensation -Stock Compensation in the Accounting Standards Codification. Pursuant to Topic 718, all share-based payments to employees, including grants of employee stock options, are to be recognized in the statement of operations based upon their fair values. Topic 718 rescinds the acceptance of pro forma disclosure. In December 2009, our shareholders approved the adoption of a new stock option plan, providing the Company a continued means of offering stock-based compensation.

 

On December 31, 2012, there were no outstanding options to purchase shares of our common stock. Therefore, the adoption of Topic 718 does not have a material impact on our statement of operations for period ending December 31, 2012.

 

The fair value of a stock option is determined using the Black-Scholes option-pricing model, which values options based on the stock price at the grant date, the expected life of the option, the estimated volatility of the stock, the expected dividend payments, and the risk-free interest rate over the life of the option. There were no options granted during the quarters ended December 31, 2012 and 2011.

 

The Black-Scholes option valuation model was developed for estimating the fair value of traded options that have no vesting restrictions and are fully transferable. Because option valuation models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options. Our options do not have the characteristics of traded options, therefore, the option valuation models do not necessarily provide a reliable measure of the fair value of our options.

 

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EARNINGS PER SHARE

 

Basic earnings per share (EPS) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that would occur if dilutive securities such as stock options and other contracts to issue Common Stock were exercised or converted into Common Stock or resulted in the issuance of Common Stock that then shared in earnings. We use the treasury stock method to compute potential common shares from stock options and the as-if-converted method to compute potential common shares from Preferred Stock.

 

NOTE B - INVENTORIES

 

Inventories consisted of the following:
		December 31,				June 30,
		2012				2012
Finished Goods		$	158,716			$	71,634
Raw Materials		$	157,973			$	123,282
		$	316,689			$	194,916

 

NOTE C - STOCKHOLDERS’ EQUITY

During January 1995, the Company's Board of Directors authorized the issuance of up to 4,000,000 shares of Series A Cumulative Convertible Preferred Stock (“Series A Preferred Stock”). The preferred stockholders are entitled to receive, as and if declared by the board of directors, quarterly dividends at an annual rate of $.10 per share of Series A Preferred Stock per annum. Dividends will accrue without interest and will be cumulative from the date of issuance of the Series A Preferred Stock and will be payable quarterly in arrears in cash or publicly traded common stock when and if declared by the Board of Directors. As of December 31, 2012, no dividends have been declared. Dividends in arrears on the outstanding preferred shares total $302,806 as of December 31, 2012.

 

Holders of the Preferred Stock have the right to convert their shares of Preferred Stock into an equal number of shares of Common Stock of the Company. In addition, Preferred Stock holders have the right to vote the number of shares into which their shares are convertible into Common Stock. Such preferred shares will automatically convert into one share of Common Stock at the close of a public offering of Common Stock by the Company provided the Company receives gross proceeds of at least $1,000,000, and the initial offering price of the Common Stock sold in such offering is equal to or in excess of $1 per share. The Company is obligated to reserve an adequate number of shares of its common stock to satisfy the conversion of all the outstanding Series A Preferred Stock. There were no shares converted during the reporting period.

 

The Board of Directors of the Company approved a plan on December 8, 2007 to repurchase shares of Procyon Corporation's outstanding common stock. The repurchase plan authorizes management to repurchase from time to time up to 10% of the total outstanding shares of common stock as of December 8, 2007, subject to applicable SEC regulations and compliance with the Company's trading window policies. The Board's authorization is based on its belief that Procyon's common stock is underpriced at times given the Company's working capital, liquidity, assets, book value and future prospects. The shares may be repurchased from time to time in the open market, through block purchases or in privately negotiated transactions depending upon market conditions and other factors, in accordance with SEC Rule 10b-18. Procyon has no commitment or obligation to purchase all or any portion of the authorized shares. All shares purchased are canceled and returned to the status of authorized but unissued common stock. The plan does not have an expiration date. As of December 31, 2012, no shares of common stock had been repurchased by the Company pursuant to its repurchase plan.

 

 

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NOTE D - INCOME TAXES AND AVAILABLE CARRYFORWARD

 

As of December 31, 2012, the Company had consolidated income tax net operating loss ("NOL") carryforward for federal income tax purposes of approximately $2,103,000. The NOL will expire in various years ending through the year 2022. The utilization of certain of the loss carryforwards are limited under Section 382 of the Internal Revenue Code.

 

The components of the provision for income tax benefits (expense) attributable to continuing and discontinued operations are as follows:

 

		Six Months 12/31/2012				Six Months 12/31/2011
Current
Federal		$	0			$	0
State			0				0
		$	0			$	0
Deferred
Federal		$	(6,299	)		$	26,449
State			(1,078	)			4,528
		$	(7,377	)		$	30,977
Total Income Tax Benefit (Expense)		$	(7,377	)		$	30,977

 

Deferred income taxes reflect the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows:

 

 

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		Current				Non-Current
Deferred tax assets
NOL and contribution carryforwards		$	185,731			$	605,652
Allowance for doubtful accounts			(376	)			—
			185,355				605,652
Deferred tax (liabilities)
Excess of tax over book depreciation			—				(6,997	)
			185,355				598,655
Net deferred tax asset (liability)		$	185,355			$	598,655

 

The Change in valuation allowance is as follows:

June 30, 2012		$	—
December 31, 2012		$	—
Change in valuation allowance		$	—

 

Management believes it is more likely than not that it will realize the benefit of the NOL carryforward, because of its continuing trend of earnings. Therefore, a valuation allowance is not considered necessary.

 

Income taxes for the periods ended December 31, 2012 and 2011 differ from the amounts computed by applying the effective income tax rates of 37.63%, to income taxes as a result of the following:

 

		Six Months Dec. 31, 2012				Six Months Dec. 31, 2011
Expected benefit (provision) at US statutory rate		$	(9,158	)		$	24,135
State income tax net of federal benefit (provision)			(978	)			2,577
Nondeductible Expense			1,938				1,419
Change in estimates in available NOL carryforwards			821				2,846
Income Tax Benefit (Expense)		$	(7,377	)		$	30,977

 

The earliest tax year still subject to examination by a major taxing jurisdiction is fiscal year end June 30, 2010.

 

The Company made a comprehensive review of its portfolio of uncertain tax positions in accordance with applicable standards of the Financial Accounting Standards Board ("FASB"). In this regard, an uncertain tax position represents the Company's expected treatment of a tax position taken in a filed tax return, or planned to be taken in a future tax return, that has not been reflected in measuring income tax expense for financial reporting purposes. As a result of this review, the Company concluded that at this time there are no uncertain tax positions, and there has been no cumulative effect on retained earnings.

 

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NOTE E - MORTGAGE PAYABLE

 

On July 21, 2006, we entered into a mortgage loan, guaranteed by our C.E.O. Regina W. Anderson, for $508,000 with the Bank of America for the purchase of our corporate office building which has a net book value of approximately $463,000. The mortgage loan is due in July 2021 with interest fixed at 7.25%. Interest expense was $3,337 for the six months ended December 31, 2012. As of September 21, 2010, the interest rate on the mortgage was adjusted to 6.85% for the remainder of the term of the loan.

 

Maturities of long-term debt associated with the mortgage payable are as follows:

 

Year Ending June 30,
6 months 2012		$	24,927
2013			52,482
2014 and thereafter			6,951
			84,360
Less current portion			50,720
		$	33,640

 

NOTE F - LINE OF CREDIT

 

The Company has a $250,000, due-on-demand line of credit with a financial institution, collateralized by the Company’s inventory of $316,689 and net accounts receivable assets of $197,592. The line of credit is renewable annually in April. Our Chief Executive Officer personally guaranteed the line of credit to the Company. At December 31, 2012, the Company owed $0 on the line of credit. The line of credit extends terms of cash advances at a variable rate set equal to the prime rate at the time of advance. The interest rate can fluctuate according to the changes in its published prime rate.

 

NOTE G - RELATED PARTY TRANSACTIONS

 

Our Chief Executive Officer, Regina W. Anderson, guaranteed a loan for the Company in the amount of $508,000, issued in connection with our purchase of our office building in July 2006, as well as the $250,000 line of credit.

 

 

NOTE H - SUBSEQUENT EVENTS

 

On January 15, 2013 the Company paid off the outstanding balance of the Mortgage held on the building. We have evaluated subsequent events through February 8, 2013, which is the date the financial statements were available to be issued.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

General

 

You should read the following discussion and analysis in conjunction with the unaudited Condensed Financial Statements and Notes thereto appearing elsewhere in this report.

 

This Report on Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements. When used in this report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” “hope,” “believe” and similar expressions, variations of these words or the negative of those words, and, any statement regarding possible or assumed future results of operations of the Company's business, the markets for its products, anticipated expenditures, regulatory developments or competition, or other statements regarding matters that are not historical facts, are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 regarding events, conditions and financial trends including, without limitation, business conditions in the skin and wound care market and the general economy, competitive factors, changes in product mix, production delays, manufacturing capabilities, and other risks or uncertainties detailed in other of the Company's Securities and Exchange Commission filings. Such statements are based on management’s current expectations and are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, the Company's actual plan of operations, business strategy, operating results and financial position could differ materially from those expressed in, or implied by, such forward-looking statements.

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

The Company's condensed financial statements have been prepared in accordance with standards of the Public Company Accounting Oversight Board (United States), which require the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures. A summary of those significant accounting policies can be found in the Notes to the Consolidated Financial Statements included in the Company's annual report on form 10-K, for the year ended June 30, 2012, which was filed with the Securities and Exchange Commission on September 28, 2012. The estimates used by management are based upon the Company's historical experiences combined with management’s understanding of current facts and circumstances. Certain of the Company's accounting policies are considered critical as they are both important to the portrayal of the Company's financial condition and the results of its operations and require significant or complex judgments on the part of management. We believe that the following critical accounting policies affect the more significant judgments and estimates used in the preparation of our financial statements.

 

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Accounts Receivable Allowance

 

Accounts receivable allowance reflects a reserve that reduces our customer accounts and receivable to the net amount estimated to be collectible. The valuation of accounts receivable is based upon the credit-worthiness of customers and third-party payers as well as historical collection experience. Allowances for doubtful accounts are recorded as a selling, general and administrative expense for estimated amounts expected to be uncollectible from third-party payers and customers. The Company bases its estimates on its historical collection experience, current trends, credit policy and on the analysis of accounts by aging category. At December 31, 2012 our allowance for doubtful accounts totaled $1,000.

 

Advertising and Marketing

 

The Company uses several forms of advertising, including sponsorships to agencies who represent the professionals in their respective fields. The Company expenses these sponsorships over the term of the advertising arrangements on a straight line basis. Other forms of advertising used by the Company include professional journal advertisements, distributor catalogs, website and mailing campaigns. These forms of advertising are expensed when incurred.

 

Deferred Income Taxes

 

Deferred income taxes are recognized for the expected tax consequences in future years for differences between the tax bases of assets and liabilities and their financial reporting amounts, based upon enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. The Company accounts for income taxes under Topic 740 - Income Tax in the Accounting Standards Codification. A valuation allowance is used to reduce deferred tax assets to the net amount expected to be recovered in future periods. The estimates for deferred tax assets and the corresponding valuation allowance require us to exercise complex judgments. We periodically review and adjust those estimates based upon the most current information available. We did not have a valuation allowance as of December 31, 2012. Because the recoverability of deferred tax assets is directly dependent upon future operating results, actual recoverability of deferred tax assets may differ materially from our estimates.

 

Revenue Recognition

 

The Company recognizes revenue in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 104, "Revenue Recognition, corrected copy," which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the seller's price to the buyer is fixed or determinable; and, (4) collectibility is reasonably assured.

 

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Stock Based Compensation

 

Stock based compensation is accounted for in accordance with Topic 718 - Compensation - Stock Compensation in the Accounting Standards Codification. All share-based payments to employees, including grants of employee stock options, are to be recognized in the statement of operations based upon their fair values. Topic 718 rescinds the acceptance of pro forma disclosure.

 

FINANCIAL CONDITION

 

As of December 31, 2012 the Company's principal sources of liquid assets included cash of $774,061, inventories of $316,689, and net accounts receivable of $197,592. The company also has $156,245 in short term Certificate of Deposits. The Company had net working capital of $1,367,074, and long-term debt of $33,640 at December 31, 2012.

 

During the six months ended December 31, 2012, cash decreased from $907,052 as of June 30, 2012, to $774,061. Operating activities used cash of $99,223 during the period, consisting primarily of an increase in inventory of $121,773. Cash used by investing activities was $9,657 as compared to cash used of $1,593 for the corresponding period in 2011.

 

The Company reflected a current deferred tax asset of $185,355, and non-current deferred tax asset of $598,655, at December 31, 2012. Because the recoverability of deferred tax assets is directly dependent upon future operating results, actual recoverability of deferred tax assets may differ materially from our estimates.

 

RESULTS OF OPERATIONS

 

Comparison of the three and six months ended December 31, 2012 and 2011.

 

Net sales during the quarter ended December 31, 2012, were $696,067, as compared to $610,158 in the quarter ended December 31, 2011, an increase of $85,909, or approximately 14%. We believe that sales for the current three-month period increased when compared to the previous year primarily due to the effects of further growth in our current markets. Net sales during the six months ended December 31, 2012, were $1,304,440, as compared to $1,199,606 in the six months ended December 31, 2011, an increase of $104,834, or approximately 9%. We believe that sales for the current six month period increased when compared to the previous year primarily due to the effects of further growth in our current markets.

Gross profit during the quarter ended December 31, 2012 was $523,635, as compared to $479,548 during the quarter ended December 31, 2011, an increase of $44,087, or 9%. As a percentage of net sales, gross profit was approximately 75% in the quarter ended December 31, 2012, and approximately 79% in the corresponding quarter in 2011. We believe that gross profit percentage declined due to increases in manufacturing, packaging and shipping cost. Gross profit during the six months ended December 31, 2012 was $983,940, as compared to $941,225 during the six months ended December 31, 2011, an increase of $42,715, or 5%. As a percentage of net sales, gross profit was approximately 75% in the six months ended December 31, 2012, and approximately 78% in the corresponding six months in 2011. We believe that gross profit percentage declined due to increases in manufacturing, packaging and shipping cost.

 

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Operating expenses during the quarter ended December 31, 2012 were $508,650, consisting of $295,747 in salaries and benefits and $212,903 in selling, general and administrative expenses. This compares to operating expenses during the quarter ended December 31, 2011 of $408,702, consisting of $223,787 in salaries and benefits, and $184,915 in selling, general and administrative expenses. Expenses for the quarter ended December 31, 2012 increased by $99,948, or approximately 24%, compared to the corresponding quarter in 2011. Operating expenses during the six months December 31, 2012 were $1,008,713, consisting of $583,187 in salaries and benefits and $425,526 in selling, general and administrative expenses. This compares to operating expenses during the six months ended December 31, 2011 of $861,737, consisting of $456,698 in salaries and benefits, and $405,039 in selling, general and administrative expenses. Expenses for the six months ended December 31, 2012 increased by $146,976, or approximately 17%, compared to the corresponding six months in 2011. Salary and benefits increased based on the hiring of our VP of Sales as well as other additions to the staff when compared to the corresponding quarter in the previous fiscal year.

 

Operating profit decreased by $55,861 to an operating profit of $14,985 for the quarter ended December 31, 2012, as compared to a profit of $70,846 in the comparable quarter of the prior year. Net Profit from operations before income taxes was $13,833 during the quarter ended December 31, 2012, as compared to net profit before income taxes of $67,185 during the quarter ended December 31, 2011. Operating profit decreased by $104,261 to a operating loss of $24,773 for the six months ended December 31, 2012, as compared to a profit of $79,488 in the comparable six months of the prior year. Net Loss from operations before income taxes was $26,936 during the six months ended December 31, 2012, as compared to net profit before income taxes of $71,323 during the six months ended December 31, 2011. We believe that the decrease in net income before income taxes was primarily attributable to the increase in salaries and benefits and the decrease in gross profit.

 

ITEM 4. CONTROLS AND PROCEDURES

 

(a) Evaluation of Disclosure Controls and Procedures

 

Management of the Company, with the participation of the Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based on that evaluation, management, including the Chief Executive and Chief Financial Officer, has concluded that, as of the end of the period covered by this report, the Company's disclosure controls and procedures were not effective in ensuring that all material information relating to the Company required to be disclosed in this report has been made known to management in a timely manner and ensuring that this information is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations, because of the identification of certain material weaknesses in our internal control over financial reporting which are identified below, which we view as an integral part of our disclosure controls and procedures.

 

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(b) Changes in Internal Controls Over Financial Reporting

 

As previously reported, our annual assessment of the internal controls over financial reporting as of June 30, 2012 revealed a deficiency that we consider to be a material weakness: inadequate segregation of duties consistent with control objectives.

 

During fiscal 2013, the Company will continue to address changes needed to improve segregation of duties consistent with control objectives. However, the simplest course to correct this issue is to grow the company, which will facilitate the hiring of more personnel in operations and, more specifically, the accounting department.

 

 

PART II. OTHER INFORMATION

 

ITEM 5. OTHER INFORMATION

 

On January 15, 2013 the Company paid off the outstanding balance of the Mortgage held on the building.

 

As previously disclosed, on October 9, 2012, our Board of Directors approved Executive Employment Agreements entered into between Procyon Corporation, Amerx and (i) Justice W. Anderson, the President of our operating subsidiary, Amerx, and (ii) James B. Anderson, the Company’s Chief Financial Officer and the Vice President of Operations of Amerx.

 

Justice W. Anderson’s Executive Employment Agreement, which is effective August 1, 2012, provides for a base annual salary of $210,000 and other benefits, including certain short-term and long-term incentive bonus compensation based upon Amerx achieving certain financial goals for sales and net profit. Mr. Anderson’s Agreement calls for a term of one year, but may be terminated by either party, with or without cause, upon thirty day’s written notice.

 

James B. Anderson’s Executive Employment Agreement, which is effective September 1, 2012, provides for an annual base salary of $120,000 and other benefits, including short-term and long-term incentive bonus compensation based upon Amerx achieving certain operational and financial goals. Mr. Anderson’s Agreement calls for a term of one year, but may be terminated by either party, with or without cause, upon thirty day’s written notice.

 

As previously disclosed, on December 11, 2012, our Board of Directors approved Executive Employment Agreements entered into between Procyon Corporation and Regina W. Anderson, the Chief Executive Officer and Chairman of the Board.

 

Regina W. Anderson’s Executive Employment Agreement, which is effective November 1, 2012, provides for a base annual salary of $158,000 and other benefits, including certain short-term and long-term incentive bonus compensation based upon the Company achieving certain financial goals for net profit. Ms. Anderson’s Agreement calls for a term of one year, but may be terminated by either party, with or without cause, upon thirty day’s written notice.

 

We held our annual meeting for fiscal 2013 on Tuesday, December 11, 2012, at 4:00 p.m. EST. The following matters were considered and approved by the shareholders:

 

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The following six directors were elected to hold office for one-year terms or until their successors are elected and qualified:

 

		Votes For				Votes Against or Withheld				Total Votes
Regina W. Anderson			4,275,390				33,850				4,309,240
James B. Anderson			4,267,497				41,743				4,309,240
Justice W. Anderson			4,272,890				36,350				4,309,240
Michael T. Foley			4,284,997				24,243				4,309,240
Fred W. Suggs			4,284,997				24,243				4,309,240
Chester L. Wallack			4,284,997				24,243				4,309,240

 

Pursuant to the following vote, the appointment of Ferlita, Walsh & Gonzalez, P.A. as our independent certified public accountants for the 2013 fiscal year, was ratified:

 

	Votes For				Votes Against				Votes Abstaining				Total Votes
	5,296,127				1,000				0				5,297,127

 

ITEM 6. EXHIBITS

 

(A) EXHIBITS

31.1	Certification of Regina W. Anderson pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)
31.2	Certification of James B. Anderson pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)
32.1	Certification Pursuant to 18 U.S.C.§1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002
101.1*	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, formatted in XBRL (Extensible Business Reporting Language): (I) the Condensed Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to Condensed Consolidated Financial Statements
*	Furnished, not filed

 

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

	PROCYON CORPORATION
February 14, 2013	By:/s/ REGINA W. ANDERSON
Date	Regina W. Anderson, Chief Executive Officer

 

 

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