Attached files

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EX-99.1 - EXHIBIT 99.1 - DYNASIL CORP OF AMERICAv472600_ex99-1.htm
EX-32.1 - EXHIBIT 32.1 - DYNASIL CORP OF AMERICAv472600_ex32-1.htm
EX-31.1(B) - EXHIBIT 31.1(B) - DYNASIL CORP OF AMERICAv472600_ex31-1b.htm
EX-31.1(A) - EXHIBIT 31.1(A) - DYNASIL CORP OF AMERICAv472600_ex31-1a.htm
EX-10.02 - EXHIBIT 10.02 - DYNASIL CORP OF AMERICAv472600_ex10-02.htm
EX-10.01 - EXHIBIT 10.01 - DYNASIL CORP OF AMERICAv472600_ex10-01.htm

 

 

 

U. S. SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

(Mark One)

 

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2017

 

¨TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO ______.

 

Commission file number: 001-35011

 

DYNASIL CORPORATION OF AMERICA

(Exact name of registrant as specified in its charter)

 

Delaware 22-1734088
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

 

313 Washington Street, Suite 403, Newton, MA 02458
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (617) 668-6855

 

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 past 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days Yes  x     No  ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x     No  ¨

 

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

 

Large accelerated filer   ¨   Accelerated filer ¨
Non-accelerated filer   ¨   Smaller reporting company  x
    Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes  ¨     No  x

 

As of August 7, 2017 there were 17,063,507 shares of common stock, par value $.0005 per share, outstanding.

 

 

  

   

 

 

DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES

 

INDEX

 

  Page
PART 1.   FINANCIAL INFORMATION  
Item 1.   Financial Statements  
   
DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES  
   
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2017 AND SEPTEMBER 30, 2016 3
   
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2017 AND 2016 5
   
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE NINE MONTHS ENDED JUNE 30, 2017 6
   
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED JUNE 30, 2017 AND 2016 7
   
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 8
   
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations 21
   
Item 4.  Controls and Procedures 29
   
PART II.  OTHER INFORMATION 29
   
Item 1A. Risk Factors 29
   
Item 6.   Exhibits 30
   
Signatures 30

 

 2 

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS.

 

DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

   June 30,   September 30, 
   2017   2016 
ASSETS          
           
Current Assets          
Cash and cash equivalents  $1,790,000   $2,607,000 
Accounts receivable, net of allowances of $187,000 and $171,000 at June 30, 2017 and September 30, 2016, respectively   3,404,000    3,502,000 
Costs in excess of billings and unbilled receivables   1,183,000    1,208,000 
Inventories, net of reserves   4,117,000    3,726,000 
Prepaid expenses and other current assets   1,133,000    1,078,000 
Total current assets   11,627,000    12,121,000 
           
Property, Plant and Equipment, net   6,815,000    7,223,000 
           
Other Assets          
Intangibles, net   1,067,000    1,067,000 
Deferred tax asset   2,766,000    - 
Goodwill   5,894,000    5,898,000 
Security deposits   13,000    60,000 
Total other assets   9,740,000    7,025,000 
           
Total Assets  $28,182,000   $26,369,000 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
Current Liabilities          
Current portion of long-term debt  $1,994,000   $2,477,000 
Capital lease obligations, current   96,000    105,000 
Convertible notes   -    3,085,000 
Accounts payable   1,426,000    1,627,000 
Deferred revenue   109,000    238,000 
Accrued expenses and other liabilities   2,392,000    2,955,000 
Total current liabilities   6,017,000    10,487,000 
           
Long-term Liabilities          
Long-term debt, net of current portion   1,182,000    736,000 
Capital lease obligations, net of current portion   102,000    173,000 
Deferred tax liability, net   253,000    263,000 
Other long-term liabilities   37,000    43,000 
Total long-term liabilities   1,574,000    1,215,000 

 

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

 

 3 

 

 

DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED) (Continued)

 

LIABILITIES AND STOCKHOLDERS' EQUITY (Continued)

 

   June 30,   September 30, 
   2017   2016 
Stockholders' Equity          
Common Stock, $0.0005 par value, 40,000,000 shares authorized, 17,842,164 and 17,677,284 shares issued, 17,032,004 and and 16,867,124 shares outstanding at June 30, 2017 and September 30, 2016, respectively.   9,000    9,000 
Additional paid in capital   21,294,000    20,128,000 
Accumulated other comprehensive income (loss)   (717,000)   (699,000)
Accumulated deficit   (507,000)   (3,479,000)
Less 810,160 shares of treasury stock - at cost   (986,000)   (986,000)
Total Dynasil stockholders' equity   19,093,000    14,973,000 
Noncontrolling interest   1,498,000    (306,000)
Total stockholders' equity   20,591,000    14,667,000 
           
Total Liabilities and Stockholders' Equity  $28,182,000   $26,369,000 

 

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

 

 4 

 

 

DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

 

   Three Months Ended   Nine Months Ended 
   June 30,   June 30, 
   2017   2016   2017   2016 
Net revenue  $8,836,000   $10,406,000   $28,065,000   $32,899,000 
Cost of revenue   5,472,000    6,479,000    17,386,000    20,930,000 
Gross profit   3,364,000    3,927,000    10,679,000    11,969,000 
Operating expenses:                    
Sales and marketing   255,000    246,000    848,000    923,000 
Research and development   176,000    196,000    707,000    761,000 
General and administrative   3,205,000    3,159,000    9,321,000    9,759,000 
(Gain) loss on sale of assets   -    -    -    (4,000)
                     
Total operating expenses   3,636,000    3,601,000    10,876,000    11,439,000 
Income (loss) from operations   (272,000)   326,000    (197,000)   530,000 
Interest expense, net   53,000    78,000    164,000    215,000 
Income (loss) before taxes   (325,000)   248,000    (361,000)   315,000 
Income tax (credit)   (111,000)   32,000    (2,769,000)   101,000 
Net income (loss)   (214,000)   216,000    2,408,000    214,000 
Less: Net loss attributable to noncontrolling interest   (64,000)   (42,000)   (197,000)   (118,000)
Net income (loss) attributable to common stockholders  $(150,000)  $258,000   $2,605,000   $332,000 
                     
Net income (loss)  $(214,000)  $216,000   $2,408,000   $214,000 
Other comprehensive income (loss):                    
Foreign currency translation   212,000    (417,000)   (18,000)   (673,000)
Total comprehensive income (loss)   (2,000)   (201,000)   2,390,000    (459,000)
Less: comprehensive income (loss) attributable to  noncontrolling interest   (64,000)   (42,000)   (197,000)   (118,000)
                     
Total comprehensive income (loss) attributable to  common stockholders  $62,000   $(159,000)  $2,587,000   $(341,000)
                     
Basic net income (loss) per common share  $(0.01)  $0.02   $0.15   $0.02 
Diluted net income (loss) per common share  $(0.01)  $0.02   $0.15   $0.02 
                     
Weighted average shares outstanding                    
Basic   16,945,744    16,698,205    16,879,864    16,628,279 
Diluted   16,945,744    16,701,737    16,879,864    16,671,016 

 

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

 

 5 

 

 

DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

 

For the nine months ended June 30, 2017

 

           Additional   Other                   Total 
   Common   Common   Paid-in   Comprehensive   Accumulated   Treasury Stock   Noncontrolling   Stockholders' 
   Shares   Amount   Capital   Income (Loss)   Deficit   Shares   Amount   Interest   Equity 
Balance, September 30, 2016   17,677,284   $9,000   $20,128,000   $(699,000)  $(3,479,000)   810,160   $(986,000)  $(306,000)  $14,667,000 
Issuance of shares of common stock under employee stock purchase plan   12,212    -    13,000    -    -    -    -    -    13,000 
                                              
Stock-based compensation costs   152,668    -    316,000    -    -    -    -    27,000    343,000 
                                              
Stock options issued to settle liabilities   -    -    75,000    -    -    -    -    -    75,000 
                                              
Recapitalization of Xcede   -    -    762,000    -    367,000    -    -    1,974,000    3,103,000 
                                              
Foreign currency translation adjustment   -    -    -    (18,000)   -    -    -    -    (18,000)
                                              
Net income (loss)   -    -    -    -    2,605,000    -    -    (197,000)   2,408,000 
Balance, June 30, 2017   17,842,164   $9,000   $21,294,000   $(717,000)  $(507,000)   810,160   $(986,000)  $1,498,000   $20,591,000 

 

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

 

 6 

 

 

DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

   Nine Months Ended 
   June 30, 
   2017   2016 
Cash flows from operating activities:          
Net income (loss)  $2,408,000   $214,000 
Adjustments to reconcile net income (loss) to net cash:          
Stock compensation expense   343,000    592,000 
Foreign exchange loss (gain)   11,000    164,000 
Depreciation and amortization   926,000    939,000 
Deferred income taxes   (2,775,000)   29,000 
Non-cash R&D services   238,000    - 
Other   68,000    131,000 
Other changes in assets and liabilities:          
Accounts receivable, net   74,000    (1,760,000)
Inventories   (408,000)   (1,090,000)
Costs in excess of billings and unbilled receivables   25,000    268,000 
Prepaid expenses and other assets   188,000    (92,000)
Accounts payable   (197,000)   (74,000)
Accrued expenses and other liabilities   (480,000)   157,000 
Deferred revenue   (129,000)   119,000 
Net cash from operating activities   292,000    (403,000)
           
Cash flows from investing activities:          
Purchases of property, plant and equipment   (455,000)   (1,267,000)
Purchase of intangibles   (78,000)   (75,000)
Net cash from investing activities   (533,000)   (1,342,000)
           
Cash flows from financing activities:          
Proceeds from issuance of common stock   13,000    11,000 
Net proceeds from issuance of convertible notes   -    390,000 
Principal payments on capital leases   (80,000)   (101,000)
Proceeds from (payments of) line of credit, net   -    649,000 
Proceeds from (payments of) bank and subordinated debt, net   (490,000)   (186,000)
Net cash from financing activities   (557,000)   763,000 
           
Effect of exchange rates on cash and cash equivalents   (19,000)   (81,000)
           
Net change in cash and cash equivalents   (817,000)   (1,063,000)
           
Cash and cash equivalents, beginning  $2,607,000   $1,295,000 
Cash and cash equivalents, ending  $1,790,000   $232,000 
           
Supplemental disclosures of cash flow information:          
Non cash activities:          
Assets purchased under capital leases  $-   $240,000 
Tax payments (refunds)   -    (64,000)
Recapitalization of Xcede - conversion of non controlling notes payable to preferred stock   (3,103,000)   - 
Subsidiary stock options issued to settle liabilities   75,000    - 
Subsidiary debt issued to fund research activities   500,000    - 

 

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

 

 7 

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Note 1 - Basis of Presentation

 

The accompanying consolidated balance sheet as of June 30, 2017, the consolidated statements of operations and comprehensive income (loss) for the three and nine months ended June 30, 2017 and 2016, changes in stockholders’ equity for the nine months ended June 30, 2017 and cash flows for the nine months ended June 30, 2017 and 2016 of Dynasil Corporation of America and subsidiaries (“Dynasil” or the “Company”), and the related information contained in these notes have been prepared by management and are unaudited. Xcede Technologies, Inc. (“Xcede”) is a joint venture between the Company’s fully-owned subsidiary Dynasil Biomedical Corp. and Mayo Clinic to spin out and separately fund the development of a tissue sealant technology. As of June 30, 2017, Dynasil Biomedical owned 61% of Xcede’s stock and, as a result, Xcede is included in the Company’s consolidated balance sheets, results of operations and cash flows. The 61% ownership includes preferred stock with a liquidation preference, and as a result, for reporting purposes only, common stock ownership is used in the allocation of noncontrolling interest. Dynasil’s common stock ownership is 83% and the remaining 17% of Xcede’s common stock is owned by others and accounted for under the rules applicable to non-controlling interest. Certain prior year balances have been reclassified to conform to the current year presentation. These reclassifications did not affect previously reported net income or stockholders’ equity. In the opinion of management, all adjustments (which include normal recurring and nonrecurring items) necessary to present fairly the Company’s financial position, results of operations and cash flows in conformity with generally accepted accounting principles for the periods presented, have been made. Interim operating results are not necessarily indicative of operating results for a full year.

 

The preparation of our unaudited consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Certain information and note disclosures normally included in the Company's annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's September 30, 2016 Annual Report on Form 10-K previously filed by the Company with the Securities and Exchange Commission.

 

The Company considers events or transactions that have occurred after the unaudited consolidated balance sheet date of June 30, 2017, but prior to the filing of the unaudited consolidated financial statements with the SEC on this Quarterly Report on Form 10-Q, to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure, as applicable. Subsequent events have been evaluated through the date of the filing of this Quarterly Report on Form 10-Q with the SEC.

 

Note 2 – Recent Accounting Pronouncements

 

Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. In July 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-11 which is a two-part update. Part I of this ASU addresses the complexity of accounting for certain financial instruments with down round features. Part II of this ASU addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity. The ASU becomes effective for the Company fiscal year 2020. Early adoption is permitted. The Company is currently in the process of assessing the impact of this ASU on its consolidated financial statements.

 

Service Concession Arrangements (Topic 853): Determining the Customer of the Operation Services. In May 2017, the FASB issued ASU 2017-10 which provides guidance for operating entities when they enter into a service concession arrangement with a public-sector grantor. The ASU becomes effective for the Company at the beginning of its 2019 fiscal year, at the time the Company adopts Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). The Company is currently in the process of assessing the impact of this ASU on its consolidated financial statements.

 

 8 

 

 

Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. In May 2017, the FASB issued ASU No. 2017-09 which was issued to clarify and reduce both (i) diversity in practice and (ii) cost and complexity when applying the guidance in Topic 718, “Compensation – Stock Compensation” to changes in the terms and conditions of a share-based payment award. This update is required beginning with the Company’s 2019 fiscal year and should be applied prospectively to award modifications after the effective date. The Company is currently in the process of assessing the impact of this ASU on its consolidated financial statements.

 

Revenue from Contracts with Customers (Topic 606) Section A—Summary and Amendments That Create Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs—Contracts with Customers (Subtopic 340-40). In May 2014, the FASB issued ASU 2014-09 which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The standard is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. The ASU becomes effective for the Company at the beginning of its 2019 fiscal year. In 2016 and 2017, the FASB issued several ASU’s related to ASU 2014-09, which simplify and provide additional guidance to companies for implementation of the standard. The Company is evaluating the recently issued guidance on practical expedients in order to select a transition method. The Company is also assessing the impact that ASU 2014-09 will have on its consolidated financial statements and disclosures. This evaluation includes completing an inventory of revenue streams by like contracts to allow for ease of implementation, monitoring developments for the manufacturing industry, and evaluating potential changes to our business processes, systems, and controls to support the recognition and disclosure under the new standard.

 

Preparation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. In August 2014, the FASB issued ASU No. 2014-15 which states that under GAAP, continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. If and when an entity’s liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting. Even when an entity’s liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this ASU should be followed to determine whether to disclose information about the relevant conditions and events. The new guidance is effective for the Company’s annual reporting for fiscal year 2017, and for annual periods and interim periods thereafter. Early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on its financial statements and plans to adopt it in the fourth quarter of fiscal year 2017.

 

Business Combinations (Topic 805): Clarifying the Definition of a Business: In January 2017, the FASB issued ASU 2017-01 which clarifies the definition of a business for determining whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance is effective for the Company beginning October 1, 2018. The Company is currently in the process of assessing the impact of this ASU on its consolidated financial statements.

 

Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment: In January 2017, the FASB issued ASU 2017-04 which simplifies the test for goodwill impairment. This new guidance is effective for the Company beginning in fiscal year 2021. The Company is currently in the process of assessing the impact of this ASU on its consolidated financial statements.

 

Note 3 – Xcede Technologies, Inc. Joint Venture

 

In October 2013, the Company, through its subsidiary Dynasil Biomedical (“DBM”), formed Xcede, a joint venture with Mayo Clinic, in order to spin out and separately fund the development of its hemostatic tissue sealant technology, which formerly comprised the majority of its expense within the biomedical segment.

 

 9 

 

 

Beginning at its inception and through November 2016, Xcede funded its pre-clinical research activities through the issuance of convertible notes bearing interest at 5% (“the Notes”) pursuant to a note purchase agreement dated October 2013 and most recently amended in November 2016 that provided for the issuance of up to $5.2 million in the aggregate principal amount of the Notes from external investors and certain directors and officers of the Company. The Notes were convertible into equity of Xcede.

 

In November 2016, Dynasil committed to invest $1.2 million of cash into Xcede over the following 18 months, of which $0.5 million has been invested as of June 30, 2017 in exchange for Series B convertible preferred stock of Xcede (“Series B Preferred”). The value of the Series B Preferred, as it is wholly owned by DBM, was eliminated in consolidation. In conjunction with Dynasil’s committed investment, all $5.5 million in existing Notes and accrued interest were converted into 5,394,120 shares of Series A convertible preferred stock of Xcede (“Series A Preferred”) at a 20% discount to the price per share of the Series B Preferred, in accordance with the amended provisions of the Notes. The original conversion terms of the Notes were amended to require conversion into Series A Preferred rather than the class of stock issued in conjunction with the financing (Series B Preferred). Because the original conversion terms of the Notes were amended and as a result of assessing the impact of the rights and features of the Note amendment and their effect on the value to the issuer and holders, the transaction is recorded at fair value with a resulting gain on extinguishment of debt. Fair value was determined by management based on an independent valuation using a market and income approach and an option pricing model to allocate value to the respective shares. The fair value of the Series A Preferred was approximately $3.6 million on the date of issuance, as compared to the carrying value of the convertible principal and accrued interest of $5.5 million, resulting in a gain of approximately $1.9 million. Due to the related party nature of the transaction, this gain was recorded within the equity of Xcede. Of that $1.9 million, approximately $1.6 million was attributed to DBM and eliminated in consolidation, and approximately $0.3 million was attributed to noncontrolling interest.

 

Series A Preferred participants include both outside investors (accounted for as noncontrolling interest) and DBM. The outside investors converted $3.1 million of Notes and accrued interest into 3,055,551 shares of Series A Preferred. DBM converted the remaining $2.4 million of Notes and accrued interest into 2,338,569 shares of Series A Preferred, the value of which is eliminated in consolidation.

 

Each share of Series A Preferred and Series B Preferred (together “the Preferred Stock”) shall be convertible, at the option of the holder, into such number of fully paid and non-assessable shares of Xcede common stock (“Common Stock”) as determined by dividing the original issue price, as defined, by the conversion price in effect on the date of conversion, which is 1:1. Each holder of the Preferred Stock shall have one vote for each share of Common Stock that the holder of the Preferred Stock would be entitled to receive upon the conversion of the holder’s Preferred Stock into Common Stock. Upon any liquidation event, which includes certain change of control events, following payment of pre-equity distributions, the remaining proceeds or net assets of Xcede shall be paid and distributed in the following amounts and order of priority: (1) to satisfy the liquidation preference payment due to each holder of Series B Preferred, (2) to satisfy the liquidation preference payment due to each holder of Series A Preferred, (3) payment in full of any acquisition transaction payment, and (4) the remaining assets available to be distributed ratably among the holders of the Common Stock. If a liquidation event were to occur, the Series A Preferred’s liquidation value would be $1.016 per share and Series B Preferred’s liquidation value would be $1.27 per share. As of June 30, 2017, the liquidation value of the Series B Preferred would be approximately $0.5 million and the Series A Preferred would be approximately $5.5 million, of which $2.4 million is DBM’s portion and $3.1 million would be attributed to noncontrolling shareholders.

 

As of June 30, 2017, DBM owned approximately 61% of Xcede’s outstanding Common Stock and Preferred Stock and, as a result, Xcede is included in the Company’s consolidated balance sheets, results of operations and cash flows. Due to the Series A Preferred having a liquidation preference and therefore not representing a residual interest, cumulative net losses of Xcede are attributed only to common stockholders in accordance with common stock ownership. Noncontrolling interest represents the value of the Series A Preferred and common stock not owned by DBM plus 17% of cumulative losses of Xcede based on the 17% common stock ownership held by noncontrolling interests.

 

Due to the issuance of Preferred Stock, DBM’s ownership percentage in Xcede decreased to less than 80%. Based on this ownership percentage, beginning in fiscal year 2017, Xcede will no longer be included in the Dynasil consolidated federal tax return and the Company will no longer be able to offset taxable income or benefit from net operating losses and other tax attributes related to Xcede. (See Note 11 – Income Taxes.)

 

 10 

 

 

As previously disclosed, in January 2016, Xcede announced that it had signed three agreements with Cook Biotech Inc. of West Lafayette, Indiana (“Cook”), including a Development Agreement, a License Agreement and a Supply Agreement, in connection with the development, regulatory approval and production of Xcede’s resorbable hemostatic patch (“Xcede’s Patch”). In November 2016, Xcede entered into another Services Agreement, a Secured Promissory Note, a Loan Agreement, a Security Agreement and an Intellectual Property Security Agreement (collectively the “Note Agreement”) with Cook, in which Cook committed to fund the pre-clinical testing of, and subject to the receipt of applicable regulatory approvals to initiate first in human clinical trials for, the Xcede Patch. Under the terms of the Note Agreement, in exchange for the services performed by Cook, Xcede has committed to a multiple draw credit facility in the aggregate amount not to exceed $1.5 million. Three draws of principal will be available, each in the amount of $500,000, upon satisfaction of conditions identified in the Note Agreement. The principal amounts outstanding bear interest at a fixed rate of 2% and are secured by all the rights of Xcede under the Development Agreement, Supply Agreement, and License Agreement, all the rights to the data and work product arising from the clinical trial being performed under the Services Agreement, all regulatory approvals for the Xcede Patch, all patent and patent applications owned or controlled by Xcede, and all trademark and service mark registrations and applications. The note is recorded at fair value net of unamortized discount based on an imputed interest rate of 5.4%. The outstanding principal and unpaid interest are due and payable in full at the earlier of closing of an acquisition transaction or December 31, 2025. Xcede will recognize research and development expense as the related services are performed by Cook. There was approximately $33,000 of research and development expense recognized during the three months ended June 30, 2017 and approximately $238,000 recognized during the nine months ended June 30, 2017.

 

Note 4 - Inventories

 

Inventories, net of reserves, consists of the following:

 

   June 30,   September 30, 
   2017   2016 
Raw Materials  $2,463,000   $1,938,000 
Work-in-Process   529,000    834,000 
Finished Goods   1,125,000    954,000 
   $4,117,000   $3,726,000 

 

Note 5 – Intangible Assets

 

Intangible assets at June 30, 2017 and September 30, 2016 consist of the following:

 

   Useful  Gross   Accumulated     
June 30, 2017  Life (years)  Amount   Amortization   Net 
Acquired Customer Base  5 to 15  $716,000   $519,000   $197,000 
Know How  15   512,000    307,000    205,000 
Trade Names  Indefinite   271,000    -    271,000 
Patents  20   404,000    10,000    394,000 
Biomedical Technologies  5   260,000    260,000    - 
      $2,163,000   $1,096,000   $1,067,000 

 

   Useful  Gross   Accumulated     
September 30, 2016  Life (years)  Amount   Amortization   Net 
Acquired Customer Base  5 to 15  $718,000   $473,000   $245,000 
Know How  15   512,000    282,000    230,000 
Trade Names  Indefinite   272,000    -    272,000 
Patents  20   326,000    6,000    320,000 
Biomedical Technologies  5   260,000    260,000    - 
      $2,088,000   $1,021,000   $1,067,000 

 

 11 

 

 

Amortization expense for the three months ended June 30, 2017 and 2016 was $24,000 and $43,000, respectively. Amortization expense for the nine months ended June 30, 2017 and 2016 was $75,000 and $129,000, respectively.

 

Estimated amortization expense for each of the next five fiscal years and thereafter is as follows:

 

   2017 (3 months)   2018   2019   2020   2021   Thereafter   Total 
Acquired Customer Base  $20,000   $80,000   $97,000   $-   $-   $-   $197,000 
Know How   9,000    34,000    34,000    34,000    34,000    60,000    205,000 
Patents   3,000    12,000    12,000    12,000    12,000    188,000    239,000 
   $32,000   $126,000   $143,000   $46,000   $46,000   $248,000   $641,000 

 

As of June 30, 2017, Xcede had $155,000 in patents that have not been granted, therefore, the amortization related to these patents is not included in the five-year amortization table above.

 

The Company continually assesses whether events or changes in circumstances have occurred that may warrant revision of the estimated useful lives of its long-lived assets or whether the remaining balances of those assets should be evaluated for possible impairment. There were no changes in the carrying value of the long-lived assets, aside from current additions and foreign exchange rate fluctuations, during the three and nine months ended June 30, 2017.

 

Note 6 – Goodwill

 

Goodwill is subject to an annual impairment test. The Company considers many factors which may indicate the requirement to perform additional, interim impairment tests. These include:

 

·A significant adverse long term outlook for any of its industries holding goodwill;
·An adverse finding or rejection from a regulatory body involved in new product regulatory approvals;
·Failure of an anticipated commercialization of a product or product line;
·Unanticipated competition or the introduction of a disruptive technology;
·The testing for recoverability under the Impairment or Disposal of Long-Lived Assets Subsections of Subtopic 360-10 of a significant asset group within a reporting unit;
·A loss of key personnel; and
·An expectation that a reporting unit carrying goodwill, or a significant portion of a reporting unit, will be sold or otherwise disposed of.

 

There were no changes, aside from foreign exchange rate fluctuations, in the carrying value of goodwill, during the three and nine months ended June 30, 2017.

 

Note 7 – Debt

 

Senior Debt

 

On May 16, 2017, the Company and Middlesex Savings Bank entered in an agreement to extend the Company’s existing line of credit and term loan through May 2020. Additionally, on May 16, 2017, the Company and Middlesex Savings Bank entered into an annual $1.0 million equipment line of credit agreement with a one year draw period in which the outstanding balance will be converted into a five year term note on the one year anniversary. The existing loan agreement was also amended on December 2, 2016 to permit the Company to invest up to $1.2 million in its Xcede Technologies subsidiary during the period from the quarter ended December 31, 2016 through the quarter ending September 30, 2018.

 

Subordinated Debt

 

On December 15, 2016, the Company amended the Note Purchase Agreement with Massachusetts Capital Resource Company to reinstate the interest only payment requirements of the loan and defer principal repayment requirements to November 30, 2017. Such amendment also extended the maturity date from July 31, 2018 to July 31, 2019.

 

 12 

 

 

Subsidiary Debt

 

In November 2016, the Xcede convertible notes along with related accrued interest were converted into 5,394,120 shares of Xcede’s Series A preferred stock. See Note 3 – Xcede Technologies, Inc. Joint Venture.

 

Note 8 – Earnings (Loss) Per Common Share

 

Basic earnings (loss) per common share is computed by dividing the net income or loss attributable to common shares by the weighted average number of common shares outstanding. Diluted earnings per common share adjusts basic earnings per share for the effects of common stock options, common stock warrants, convertible preferred stock and other potential dilutive common shares outstanding during the periods.

 

For purposes of computing diluted earnings per share for the three and nine months ended June 30, 2017 and 2016, no common stock options were included in the calculation of dilutive shares as all of the 196,769 and 123,147 common stock options outstanding, respectively, had exercise prices above the applicable quarterly average market price per share and their inclusion would be anti-dilutive.

 

For the three and nine months ended June 30, 2017, 70,000 shares of restricted common stock were excluded from the calculation of dilutive shares, as the effect of their inclusion would be anti-dilutive. For the three and nine months ended June 30, 2016, 3,532 and 42,737 shares of common stock, respectively, related to restricted stock were included in the denominator used to calculate diluted earnings per share. Additionally, for the three months ended June 30, 2017, no common share equivalents related to stock options or unvested restricted stock were included in the calculation of dilutive shares, since there was a loss attributable to common shareholders and the inclusion of common share equivalents would be anti-dilutive.

 

The computation of the weighted shares outstanding for the three months ended June 30, 2017 and 2016 is as follows:

 

   June 30, 2017   June 30, 2016 
Weighted average shares outstanding          
Basic   16,945,744    16,698,205 
Effect of dilutive securities          
Stock options   -    - 
Restricted stock   -    3,532 
Dilutive average shares outstanding   16,945,744    16,701,737 

 

The computation of the weighted shares outstanding for the nine months ended June 30, 2017 and 2016 is as follows:

 

   June 30, 2017   June 30, 2016 
Weighted average shares outstanding          
Basic   16,879,864    16,628,279 
Effect of dilutive securities          
Stock options   -    - 
Restricted stock   -    42,737 
Dilutive average shares outstanding   16,879,864    16,671,016 

 

Note 9 - Stock Based Compensation

 

The fair value of the stock options granted is estimated at the date of grant using the Black-Scholes option pricing model.

 

The expected volatility was determined with reference to the historical volatility of the Company's stock. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted represents the period of time that the options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury rate in effect at the time of grant. The dividend yield is expected to be zero because historically the Company has not paid dividends on common stock.

 

 13 

 

 

The Company’s Xcede joint venture adopted an Equity Incentive Plan in 2013 which provides for, among other incentives, the granting of options to purchase shares in Xcede’s common stock to officers, directors, employees and consultants. The options granted generally vest over a three year period. The fair value of the stock options granted is estimated at the date of grant using the Black-Scholes option pricing model using assumptions generally consistent with those used for Company stock options. Because Xcede is not publicly traded, the expected volatility is estimated with reference to the average historical volatility of a group of publicly traded companies that are believed to have similar characteristics to Xcede.

 

Stock compensation expense for the three and nine months ended June 30, 2017 and 2016 is as follows:

 

   Three Months Ended   Three Months Ended 
Stock Compensation Expense  June 30, 2017   June 30, 2016 
Stock grants  $60,000   $74,000 
Restricted stock grants   13,000    13,000 
Option grants   12,000    12,000 
Employee stock purchase plan   1,000    1,000 
Subsidiary stock grants   -    210,000 
Subsidiary option grants   30,000    19,000 
Total  $116,000   $329,000 

 

   Nine Months Ended   Nine Months Ended 
Stock Compensation Expense  June 30, 2017   June 30, 2016 
Stock grants  $183,000   $259,000 
Restricted stock grants   39,000    33,000 
Option grants   37,000    29,000 
Employee stock purchase plan   2,000    2,000 
Subsidiary stock grants   -    210,000 
Subsidiary option grants   82,000    59,000 
Total  $343,000   $592,000 

 

At June 30, 2017, there was approximately $126,000 in unrecognized stock compensation cost for Dynasil, which is expected to be recognized over a weighted average period of nine months.

 

Restricted Stock Grants

 

A summary of restricted stock activity for the nine months ended June 30, 2017 is presented below:

 

Restricted Stock Activity for the Nine Months ended
June 30, 2017
  Shares   Weighted-Average
Grant-Date Fair Value
 
Nonvested at September 30, 2016   100,000   $1.73 
           
Granted   -    - 
Vested   (30,000)   1.73 
Cancelled   -    - 
Nonvested at June 30, 2017   70,000   $1.73 

 

 14 

 

 

Stock Option Grants

 

The assumptions used in the Black-Scholes option pricing model for the stock option grant during the nine months ended June 30, 2017 were as follows:

 

  

FY 2017
 
Expected term in years   3 years 
Risk-free interest rate   1.48%
Expected volatility   69.57%
Expected dividend yield   0.00%

 

A summary of stock option activity for the nine months ended June 30, 2017 is presented below:

 

   Options
Outstanding
   Weighted Average
Exercise Price per
 Share
   Weighted Average
Remain Contractual
Term (in Years)
 
Balance at September 30, 2016   123,147   $2.30    1.69 
Outstanding and exercisable at September 30, 2016   123,147    2.30    1.69 
Granted   95,602    1.80    2.59 
Exercised   -    -      
Cancelled   (21,980)   3.03      
Balance at June 30, 2017   196,769    1.98    1.89 
Outstanding and exercisable at June 30, 2017   196,769   $1.98    1.89 

 

Subsidiary Stock Option Grants

 

During the nine months ended June 30, 2017, 810,500 Xcede stock options were granted at an exercise price of $1.00 per share. Of the stock options granted, 228,000 options were given to satisfy deferred compensation in the amount of $75,000 and vested immediately. The remaining 582,500 stock options granted during the nine months ended June 30, 2017 vest over the next three years and expire ten years from the grant date. These options were valued using the Black-Scholes option pricing model and the assumptions for that were as follows:

 

Expected term in years   10 years 
Risk-free interest rate   2.42%
Expected volatility   83.11%
Expected dividend yield   0.00%

 

 15 

 

 

A summary of Xcede stock option activity for the nine months ended June 30, 2017 is presented below:

 

   Options
Outstanding
   Weighted Average
Exercise Price per
Share
   Weighted Average
Remain Contractual
Term (in Years)
 
Balance at September 30, 2016   613,653   $1.00    8.35 
Outstanding and exercisable at September 30, 2016   320,586    1.00    8.01 
Granted   810,500    1.00      
Exercised   -    -      
Cancelled   (48,197)   1.00      
Balance at June 30, 2017   1,375,956    1.00    8.96 
Outstanding and exercisable at June 30, 2017   827,155   $1.00    8.47 

 

At June 30, 2017, the Company’s Xcede joint venture had $182,000 of unrecognized stock compensation expense associated with stock options expected to be recognized over a weighted average period of eleven months.

 

Note 10 – Segment, Customer and Geographical Reporting

 

Segment Financial Information

 

Dynasil reports three reportable segments: contract research (“Contract Research”), optics (“Optics”) and biomedical (“Biomedical”). Within these segments, there is a segregation of operating segments based upon the organizational structure used to evaluate performance and make decisions on resource allocation, as well as availability and materiality of separate financial results consistent with that structure. The Optics segment aggregates four operating segments – Dynasil Fused Silica, Optometrics, Hilger Crystals, and Evaporated Metal Films – that manufacture commercial products, including optical crystals for sensing in the security and medical imaging markets, as well as optical components, optical coatings and optical materials for scientific instrumentation and other applications. The Contract Research segment is one of the largest small business participants in U.S. government-funded research. The Biomedical segment consists of a single operating segment, Dynasil Biomedical Corporation (“Dynasil Biomedical”), a medical technology incubator which owns rights to certain early stage medical technologies. Dynasil Biomedical holds common and preferred stock in the Xcede joint venture which is developing a tissue sealant technology and currently has no other operations.

 

 16 

 

 

The Company’s segment information for the three months ended June 30, 2017 and 2016 is summarized below:

 

Results of Operations for the Three Months Ended June 30,

2017

 

   Optics   Contract
Research
   Biomedical   Total 
Revenue  $4,837,000   $3,999,000   $-   $8,836,000 
Gross profit   1,655,000    1,709,000    -    3,364,000 
GM %   34%   43%   -    38%
Operating expenses   1,619,000    1,640,000    377,000    3,636,000 
Operating income (loss)   36,000    69,000    (377,000)   (272,000)
                     
Depreciation and amortization   248,000    52,000    1,000    301,000 
Capital expenditures   179,000    54,000    26,000    259,000 
                     
Intangibles, net   468,000    205,000    394,000    1,067,000 
Goodwill   955,000    4,939,000    -    5,894,000 
Total assets  $19,488,000   $8,004,000   $690,000   $28,182,000 

 

Results of Operations for the Three Months Ended June 30,

2016

 

   Optics   Contract
Research
   Biomedical   Total 
Revenue  $5,780,000   $4,626,000   $-   $10,406,000 
Gross profit   2,012,000    1,915,000    -    3,927,000 
GM %   35%   41%   -    38%
Operating expenses   1,604,000    1,601,000    396,000    3,601,000 
Operating income (loss)   408,000    314,000    (396,000)   326,000 
                     
Depreciation and amortization   247,000    24,000    17,000    288,000 
Capital expenditures   330,000    -    6,000    336,000 
                     
Intangibles, net   549,000    239,000    308,000    1,096,000 
Goodwill   1,001,000    4,939,000    -    5,940,000 
Total assets  $16,752,000   $8,546,000   $424,000   $25,722,000 

 

 17 

 

 

The Company’s segment information for the nine months ended June 30, 2017 and 2016 is summarized below:

 

Results of Operations for the Nine Months Ended June 30,

2017

 

   Optics   Contract
Research
   Biomedical   Total 
Revenue  $14,524,000   $13,541,000   $-   $28,065,000 
Gross profit   5,144,000    5,535,000    -    10,679,000 
GM %   35%   41%   -    38%
Operating expenses   4,544,000    5,182,000    1,150,000    10,876,000 
(Gain) loss on sale of assets   -    -    -    - 
Operating income (loss)   600,000    353,000    (1,150,000)   (197,000)
                     
Depreciation and amortization   719,000    200,000    7,000    926,000 
Capital expenditures   373,000    88,000    72,000    533,000 
                     
Intangibles, net   468,000    205,000    394,000    1,067,000 
Goodwill   955,000    4,939,000    -    5,894,000 
Total assets  $19,488,000   $8,004,000   $690,000   $28,182,000 

 

Results of Operations for the Nine Months Ended June 30,

2016

 

   Optics   Contract
Research
   Biomedical   Total 
Revenue  $18,415,000   $14,484,000   $-   $32,899,000 
Gross profit   6,330,000    5,639,000    -    11,969,000 
GM %   34%   39%   -    36%
Operating expenses   5,237,000    5,107,000    1,099,000    11,443,000 
(Gain) loss on sale of assets   (4,000)   -    -    (4,000)
Operating income (loss)   1,097,000    532,000    (1,099,000)   530,000 
                     
Depreciation and amortization   700,000    187,000    52,000    939,000 
Capital expenditures   1,224,000    37,000    81,000    1,342,000 
                     
Intangibles, net   549,000    239,000    308,000    1,096,000 
Goodwill   1,001,000    4,939,000    -    5,940,000 
Total assets  $16,752,000   $8,546,000   $424,000   $25,722,000 

 

Customer Financial Information

 

For the three and nine months ended June 30, 2017, no customer in the Optics segment represented more than 10% of the total segment revenue. For the three and nine months ended June 30, 2016, one customer in the Optics segment represented more than 10% of the total segment revenue.

 

For both the three and nine months ended June 30, 2017, three customers of the Contract Research segment, all various agencies of the U.S. Government, each represented more than 10% of the total segment revenue. For the three and nine months ended June 30, 2016, four and five customers, respectively, of the Contract Research segment, all various agencies of the U.S. Government, each represented more than 10% of the total segment revenue. For the three months ended June 30, 2017 and 2016, these customers made up 52% and 72%, respectively, of Contract Research revenue. For the nine months ended June 30, 2017 and 2016, these customers made up 58% and 77%, respectively, of Contract Research revenue.

 

 18 

 

 

Geographic Financial Information

 

Revenue by geographic location in total and as a percentage of total revenue, for the three months ended June 30, 2017 and 2016 are as follows:

 

   Three Months Ended   Three Months Ended 
   June 30, 2017   June 30, 2016 
Geographic Location  Revenue   % of Total   Revenue   % of Total 
United States  $6,928,000    78%  $7,908,000    76%
Europe   962,000    11%   1,868,000    18%
Other   946,000    11%   630,000    6%
   $8,836,000    100%  $10,406,000    100%

 

 

Revenue by geographic location in total and as a percentage of total revenue, for the nine months ended June 30, 2017 and 2016 are as follows:

 

   Nine Months Ended   Nine Months Ended 
   June 30, 2017   June 30, 2016 
Geographic Location  Revenue   % of Total   Revenue   % of Total 
United States  $22,051,000    78%  $24,363,000    74%
Europe   3,262,000    12%   6,361,000    19%
Other   2,752,000    10%   2,175,000    7%
   $28,065,000    100%  $32,899,000    100%

 

Note 11 - Income Taxes

 

The Company uses the asset and liability approach to account for income taxes. Under this approach, deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and net operating loss and tax credit carry forwards. The amount of deferred taxes on these temporary differences is determined using the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, as applicable, based on tax rates, and tax laws, in the respective tax jurisdiction then in effect.

 

Dynasil Corporation of America and its wholly-owned U.S. subsidiaries file a consolidated federal income tax return and various state returns. The Company’s U.K. subsidiary files tax returns in the U.K. Prior to November 18, 2016, the Company’s subsidiary, Xcede was included in the federal and state tax returns filed by Dynasil. As of November 18, 2016, Dynasil’s ownership in Xcede was reduced to approximately 59%. As a result, Xcede will no longer be included in Dynasil’s federal consolidated tax return and will file a separate federal return. Xcede will continue to be included in the Dynasil consolidated state tax filings pursuant to the respective state tax requirements.

 

In assessing the ability to realize the net deferred tax assets, management considers various factors including taxable income in carryback years, future reversals of existing taxable temporary differences, tax planning strategies and projections of future taxable income, to determine whether it is more likely than not that some portion or all of the net deferred tax assets will not be realized.

 

As a result of Xcede’s de-consolidation from the Company’s federal tax returns, the Company will no longer be able to offset taxable income with Xcede’s current or cumulative net operating losses. Upon review of relevant criteria for the new Dynasil federal consolidated group, it was determined that it is more likely than not that the federal, deferred tax assets of the new Dynasil federal consolidated group will be realized based upon positive earnings history and expected future profits of the group. As a result, the federal deferred tax asset valuation allowance associated with the Dynasil federal consolidated group has been reversed resulting in an income tax benefit in the amount of $2.7 million during the nine months ended June 30, 2017. Going forward, as the Company records income, it will be able to utilize the NOLs (net operating losses) within its deferred tax assets. Based upon the Company’s recent losses and uncertainty of future profits, the Company has determined that the uncertainty regarding the realization of the Company’s state and separate Xcede deferred tax assets is sufficient to warrant the continued need for a valuation allowance against these deferred tax assets.

 

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The Company applies the authoritative provisions related to accounting for uncertainty in income taxes. As required by these provisions, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more-likely-than-not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being reached upon ultimate settlement with the relevant tax authority. As of June 30, 2017 and September 30, 2016, the Company has no liabilities for uncertain tax positions. Interest and penalty charges, if any, related to uncertain tax positions would be classified as income tax expense in the accompanying consolidated statement of operations. As of June 30, 2017 and September 30, 2016, the Company had no accrued interest or penalties related to uncertain tax positions. The Company currently has no federal or state tax examinations in progress.

 

The effective tax rates were 34% and 13% for the three months ended June 30, 2017 and 2016, respectively.  The results for the nine months ended June 30, 2017 resulted in an overall effective rate of 767% mainly driven by the tax benefit of $2.7 million recorded for the release of the valuation allowance. The effective tax rates excluding the impact of the valuation allowance were (43.6%) and 32% for the nine months ended June 30, 2017 and 2016, respectively. The rates differ from the U.S. federal statutory income tax rate of 34% primarily due to a full valuation allowance against certain U.S. deferred tax assets of the Company.

 

The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. The Company’s tax filings for federal and state jurisdictions for the tax years beginning with 2013 are still subject to examination.

 

Note 12 – Subsequent Events

 

The Company has evaluated subsequent events through the date the financial statements were released.

 

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

 

The following management's discussion and analysis should be read in conjunction with our financial statements and the notes thereto contained herein and in the Dynasil Corporation of America ("Dynasil", the "Company" or "we") Form 10-K for the fiscal year ended September 30, 2016.

 

General Business Overview

 

Operations

 

Consolidated revenue for the quarter ended June 30, 2017 was $8.8 million, compared to revenue of $10.4 million for the third quarter of fiscal year 2016. This 15% decrease in revenue resulted from a $1.0 million decrease in revenue in our Optics segment and a $0.6 million decrease in revenue in our Contract Research segment. The revenue decrease in the Optics segment was again, as in the prior quarters of fiscal year 2017, primarily the result of a reduction in shipments to two OEM customers as compared to fiscal year 2016. The decrease in our Contract Research segment was largely due to a significant delay in funding at two U.S. government agencies as a result of the presidential administration transition. We believe these were timing-related changes and not due to any longer term systemic issues. Indications are that both large commercial customers are returning to prior ordering levels during the fourth quarter and RMD is returning to more normal operations, as most delayed projects have now been funded.

 

Cost of revenue for the third quarter of 2017 was $5.5 million, as compared to $6.5 million for the quarter ended June 30, 2016. The $1.0 million decrease was primarily the result of the lower revenue within the current quarter ended June 30, 2017. Cost as a percent of revenue remained the same at 62% year over year.

 

Total operating expenses were $3.6 million for both the three month periods ended June 30, 2017 and 2016.

 

Our Biomedical segment primarily consists of the results of our majority owned joint venture, Xcede Technologies, Inc. (“Xcede”). Xcede incurred $0.4 million in research and G&A expenses in each of the third quarters of fiscal years 2017 and 2016 as Xcede continues to develop its hemostatic tissue sealant technology. We expect Xcede will incur similar or increasing amounts of expenses in subsequent quarters as it continues its development activities. In November 2016, the Company entered into an agreement with Xcede pursuant to which the Company agreed to invest up to $1.2 million of cash into Xcede over the following 18 months in exchange for shares of Series B convertible preferred stock of Xcede, As of June 30, 2017, the Company had invested $500,000 of such amount in Xcede. See Note 3, "Xcede Technologies, Inc. Joint Venture" in the Notes to Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q for a full description of the Company’s equity holdings in Xcede. We expect Xcede will continue to need additional external investor funding in order to pursue regulatory approvals of its tissue sealant technology.

 

Income (loss) from operations was a loss of ($0.3) million for the quarter ended June 30, 2017 and income of $0.3 million in the same period in 2016.

 

Net income (loss) attributable to common stockholders was a loss of ($0.2) million or ($0.01) per share for the quarter ended June 30, 2017 and income of $0.3 million or $0.02 per share for the quarter ended June 30, 2016.

 

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Results of Operations

 

Results of Operations for the Three Months Ended June 30,

2017

 

   Optics   Contract
Research
   Biomedical   Total 
Revenue  $4,837,000   $3,999,000   $-   $8,836,000 
Gross profit   1,655,000    1,709,000    -    3,364,000 
GM %   34%   43%   -    38%
Operating expenses   1,619,000    1,640,000    377,000    3,636,000 
Operating income (loss)   36,000    69,000    (377,000)   (272,000)
                     
Depreciation and amortization   248,000    52,000    1,000    301,000 
Capital expenditures   179,000    54,000    26,000    259,000 
                     
Intangibles, net   468,000    205,000    394,000    1,067,000 
Goodwill   955,000    4,939,000    -    5,894,000 
Total assets  $19,488,000   $8,004,000   $690,000   $28,182,000 

 

Results of Operations for the Three Months Ended June 30,

2016

 

   Optics   Contract
Research
   Biomedical   Total 
Revenue  $5,780,000   $4,626,000   $-   $10,406,000 
Gross profit   2,012,000    1,915,000    -    3,927,000 
GM %   35%   41%   -    38%
Operating expenses   1,604,000    1,601,000    396,000    3,601,000 
Operating income (loss)   408,000    314,000    (396,000)   326,000 
                     
Depreciation and amortization   247,000    24,000    17,000    288,000 
Capital expenditures   330,000    -    6,000    336,000 
                     
Intangibles, net   549,000    239,000    308,000    1,096,000 
Goodwill   1,001,000    4,939,000    -    5,940,000 
Total assets  $16,752,000   $8,546,000   $424,000   $25,722,000 

 

Consolidated revenue for the quarter ended June 30, 2017 was $8.8 million, compared to revenue of $10.4 million for the third quarter of fiscal year 2016.

 

The $1.0 million revenue decrease in the Optics segment was primarily the result of a reduction in shipments to two OEM customers as compared to fiscal year 2016.

 

The $0.6 million revenue decrease in our Contract Research segment was largely due to slowdowns in funding at two U.S. government agencies. Again, as in the prior quarters of Fiscal 2017, our commercial revenue in the third quarter of 2017 included shipments of our CLYC scintillation crystals to Thermo Fisher Scientific for use in their RadEye SPRD-GN spectroscopic personal radiation detectors. We continued to experience funding delays for awarded projects in the third quarter, due to the federal government’s transition to a new presidential administration, as well as government budget pressures on spending. While this slowdown in funding occurred, RMD had an excellent year for project awards and the research backlog for the Contracts Research segment grew to $32.2 million at June 30, 2017, as compared to $30.0 million at September 30, 2016. We anticipate RMD returning to a normal operating posture during the fourth quarter, as most delayed projects have now been funded.

 

The Biomedical segment has no revenues as it is currently developing its hemostatic and sealant product to control bleeding in surgical applications based on Xcede’s innovative adhesive technology.

 

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Gross profit for the three months ended June 30, 2017 was $3.4 million, or 38% of revenues, compared to $3.9 million, or 38% of revenues, for the three months ended June 30, 2016. Gross profit for the Optics segment decreased to $1.7 million at June 30, 2017, compared to $2.0 million for the quarter ended June 30, 2016, as a result of the decrease in revenue. Gross profit as a percent of sales in the Optics segment dipped slightly to 34%, as compared to 35% in the same quarter in fiscal year 2016, as a result of a change in mix of products being sold. Gross profit increased to 43% in the Contract Research segment compared to 41% in the third quarter of 2016, as a result of an increase in the sales of commercial products, which carry a stronger profit margin, within the contract research business.

 

The Biomedical segment product has not been approved for commercial use and consequently has no revenue or gross profit.

 

Total operating expenses remained at $3.6 million for the three months ended June 30, 2017, essentially the same as in the three months ended June 30, 2016. Operating expenses for both the Optics and the Contract Research segments remained at the same $1.6 million level of spending in the third quarter of fiscal year 2017, as compared to the same period last year. Biomedical segment expenses were also essentially the same in the three months ended June 30, 2017 and 2016 at $0.4 million.

 

As a result of the factors discussed above, primarily the decrease in revenue, income (loss) from operations was a loss of ($0.3) million for the quarter ended June 30, 2017 compared to income of $0.3 million in the same period in 2016.

 

Net interest expense was reduced slightly but remained approximately $0.1 million for the three months ended June 30, 2017 and 2016.

 

Net income (loss) attributable to common stockholders was a loss of ($0.2) million or ($0.01) per share for the quarter ended June 30, 2017 and income of $0.3 million or $0.02 per share for the quarter ended June 30, 2016.

 

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Results of Operations – Year to Date

 

Results of Operations for the Nine Months Ended June 30,

2017

 

   Optics   Contract
Research
   Biomedical   Total 
Revenue  $14,524,000   $13,541,000   $-   $28,065,000 
Gross profit   5,144,000    5,535,000    -    10,679,000 
GM %   35%   41%   -    38%
Operating expenses   4,544,000    5,182,000    1,150,000    10,876,000 
(Gain) loss on sale of assets   -    -    -    - 
Operating income (loss)   600,000    353,000    (1,150,000)   (197,000)
                     
Depreciation and amortization   719,000    200,000    7,000    926,000 
Capital expenditures   373,000    88,000    72,000    533,000 
                     
Intangibles, net   468,000    205,000    394,000    1,067,000 
Goodwill   955,000    4,939,000    -    5,894,000 
Total assets  $19,488,000   $8,004,000   $690,000   $28,182,000 

 

Results of Operations for the Nine Months Ended June 30,

2016

 

   Optics   Contract
Research
   Biomedical   Total 
Revenue  $18,415,000   $14,484,000   $-   $32,899,000 
Gross profit   6,330,000    5,639,000    -    11,969,000 
GM %   34%   39%   -    36%
Operating expenses   5,237,000    5,107,000    1,099,000    11,443,000 
(Gain) loss on sale of assets   (4,000)   -    -    (4,000)
Operating income (loss)   1,097,000    532,000    (1,099,000)   530,000 
                     
Depreciation and amortization   700,000    187,000    52,000    939,000 
Capital expenditures   1,224,000    37,000    81,000    1,342,000 
                     
Intangibles, net   549,000    239,000    308,000    1,096,000 
Goodwill   1,001,000    4,939,000    -    5,940,000 
Total assets  $16,752,000   $8,546,000   $424,000   $25,722,000 

 

Revenue for the nine months ended June 30, 2017 decreased $4.8 million, or 15%, to $28.1 million, as compared to $32.9 million for the nine months ended June 30, 2016.

 

The Optics segment revenue decreased by $3.9 million, or 21%, for the nine months ended June 30, 2017, compared with the same period in the prior year. The revenue decrease in the Optics segment was again, as in the prior quarters of fiscal year 2017, primarily the result of a reduction in shipped orders to a large U.K. customer in fiscal year 2017 compared to 2016.

 

Revenue from our Contract Research segment decreased $0.9 million, or 7%, for the nine months ended June 30, 2017 as compared to the same period in 2016, primarily due to slowdowns in funding at two U.S. government agencies. Contract revenue is down year over year but a significant amount of the decrease has been offset by increased product shipments of our CLYC crystal. Management is hopeful based on the release of the recent contracts that the delays we have been experiencing in funding subsequent to the granting of awards will start to be reduced.

 

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The Biomedical segment had no revenue in either the nine months ended June 30, 2017 or 2016.

 

Gross profit for the nine months ended June 30, 2017 was $10.7 million, or 38% of sales, compared to $12.0 million, or 36% of sales for the nine months ended June 30, 2016.

 

Gross profit for the Optics segment was 35% or $5.1 million for the nine months ended June 30, 2017 compared to 34% or $6.3 million for the same period in fiscal year 2016. The gross profit increase to 35% from 34% year over year was due to continued cost and sales price improvements and product mix. The $1.2 million dollar decrease was primarily a result of the decrease in revenues in the first nine months of fiscal 2017 versus the same period in 2016.

 

Gross profit for the Contract Research segment was 41% or $5.5 million for the nine months ended June 30, 2017 compared to 39% or $5.6 million for the same period in fiscal year 2016. The gross profit increase to 41% from 39% year over year was due to an increase in product sales in 2017 which carry a stronger profit margin. The $0.1 million dollar decrease was primarily a result of the decrease in revenues in the first nine months of fiscal 2017 versus the same period in 2016.

 

The Biomedical segment, through Xcede, is developing a tissue sealant technology which has not been approved for commercial use and consequently has no revenue or gross profit.

 

Total operating expenses decreased $0.5 million to $10.9 million for the nine months ended June 30, 2017, as compared to the total operating expenses of $11.4 million in the nine months ended June 30, 2016. This decrease was largely due to the efforts of the Company’s business unit managers to keep spending down in light of the lower revenues in 2017 compared to 2016.

 

Income (loss) from operations for the nine months ended June 30, 2017 was $(0.2) million compared to income from operations of $0.5 million for the prior year comparable period. The decrease in income of $0.7 million is primarily a result of the lower revenues year over year.

 

Net interest expense for both the nine month periods ended June 30, 2017 and 2016 was $0.2 million.

 

The 2017 nine month $2.8 million income tax credit is primarily a result of the 2017 first quarter adjustment of the provision for income taxes. Due to Xcede’s de-consolidation for Federal income tax reporting purposes beginning in November 2016, the Company will no longer be able to offset taxable income with Xcede’s net operating loss results or carryforwards. Upon review of relevant criteria for the Dynasil federal consolidated group without Xcede, it was determined that it is more likely than not that the federal, deferred tax assets, such as net operating losses, will be realized based upon positive earnings history and expected future profits of the Company without Xcede. As a result, the valuation allowance associated with the Dynasil federal consolidated group has been reversed resulting in an income tax benefit in the amount of $2.7 million during the nine months ended June 30, 2017. The Company has determined that the uncertainty regarding the realization of the Company’s state and separate Xcede deferred tax assets is sufficient to warrant the continued need for a full valuation allowance against these deferred tax assets.

 

Net income attributable to common stockholders for the nine months ended June 30, 2017 was $2.6 million or $0.15 basic earnings per share, compared to net income of $0.3 million or $0.02 per share for the nine months ended June 30, 2016.

 

Liquidity and Capital Resources

 

Liquidity Overview and Outlook

 

Net cash as of June 30, 2017 was $1.8 million, or approximately $0.8 million less than the net cash of $2.6 million at September 30, 2016.

 

As of June 30, 2017, the Company was in compliance with the terms of all its outstanding indebtedness which consisted of $1.5 million of senior debt borrowed under the $2.0 million fixed rate, five-year term note that was established in February 2016 with Middlesex Savings Bank and $0.9 million of subordinated debt owed to the Massachusetts Capital Resources Company. The Company had $4.0 million of additional availability under its Middlesex Savings Bank line of credit based on its collateral calculations as of June 30, 2017. On May 16, 2017, the Company and Middlesex Savings Bank entered in an agreement to extend the terms of the existing line of credit and term loan from May 2017 to May 2020. Additionally, the Company and Middlesex Savings Bank entered into a $1.0 million equipment line of credit agreement in which the outstanding balance will be converted into a five year term note on the one year anniversary. Management believes that the cash and availability under the line of credit discussed above are adequate to meet the Company’s current liquidity requirements for the next twelve months.

 

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On December 15, 2016, the Company amended the Note Purchase Agreement with Massachusetts Capital Resource Company to reinstate the interest only payment requirements of the loan and defer principal repayment requirements to November 30, 2017. Such amendment also extended the maturity date from July 31, 2018 to July 31, 2019.

 

During the quarter ended December 31, 2016, the Company’s Xcede subsidiary converted all of its approximately $5.5 million of convertible notes and accrued interest into 5,394,120 shares of Xcede Series A preferred stock (as more fully described in Note 3, “Xcede Technologies, Inc. Joint Venture”).

 

As of June 30, 2017, Xcede had $0.5 million of outstanding indebtedness, which consisted of a promissory note issued to Cook Biotech Inc. (“Cook”) in November 2016 and due on December 31, 2025. Xcede has agreed to use the proceeds from the note to fund its planned first in human trial for its hemostatic tissue sealant product. Also in November 2016, Dynasil agreed to invest $1.2 million in Xcede over the next two fiscal years to fund Xcede’s non-clinical operations, of which $500,000 has been paid as of June 30, 2017. With the committed resources from the Company and Cook, Xcede’s management believes it has sufficient funding to complete its planned first in human trial, but it is continuing to seek additional financing to fund further development activities and its pursuit of regulatory approval.

 

Cash From Operating Activities

 

In total, including the changes in accounts receivable and prepaids, operating activities, prior to changes in other assets and liabilities, generated cash of $1.3 million for the nine months ended June 30, 2017. This amount was offset by increases in inventories and decreases in accounts payable and accruals resulting in $0.3 million of cash being generated during the first nine months of 2017.

 

Cash From Investing and Financing Activities

 

The Company used cash of approximately $0.5 million for the purchase of property, plant, equipment and patents for the nine months ended June 30, 2017.

 

Total outstanding bank debt as of June 30, 2017 decreased approximately $0.3 million to $2.6 million from $2.9 million at September 30, 2016. Net cash used in financing activities was approximately $0.6 million for the nine months ended June 30, 2017 as a result of principal payments to Middlesex Savings Bank, Massachusetts Capital Resources Corporation and other financing agencies.

 

Critical Accounting Policies and Estimates

 

There have been no material changes in our critical accounting policies or critical accounting estimates since September 30, 2016. For further discussion of our accounting policies see the “Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2016 as well as the notes to the financial statements contained in this Quarterly Report on Form 10-Q.

 

The accounting policies that reflect our more significant estimates, judgments and assumptions and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results include the following:

 

Revenue Recognition

 

Revenue from sales of products is recognized at the time title and the risks and rewards of ownership pass. Revenue from research and development activities is derived generally from the following types of contracts: reimbursement of costs plus fees, fixed price or time and material type contracts. Revenue is recognized when the products are shipped per customers’ instructions, the contract has been executed, the contract or sales price is fixed or determinable, delivery of services or products has occurred and the Company’s ability to collect the contract price is considered reasonably assured.

 

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Government funded services revenues from cost plus contracts are recognized as costs are incurred on the basis of direct costs plus allowable indirect costs and an allocable portion of the contracts’ fixed fees. Revenue from fixed-type contracts is recognized under the percentage of completion method with estimated costs and profits included in contract revenue as work is performed. Revenues from time and materials contracts are recognized as costs are incurred at amounts generally commensurate with billing amounts. Recognition of losses on projects is taken as soon as the loss is reasonably determinable.

 

The majority of the Company’s contract research revenue is derived from the United States government and government related contracts. Such contracts have certain risks which include dependence on future appropriations and administrative allotment of funds and changes in government policies. Costs incurred under United States government contracts are subject to audit. The Company believes that the results of such audits will not have a material adverse effect on its financial position or its results of operations.

 

Goodwill

 

Goodwill is subject to an annual impairment test. We consider many factors which may indicate the requirement to perform additional, interim impairment tests. These include:

 

·A significant adverse long term outlook for any of our industries that include goodwill;
·An adverse finding or rejection from a regulatory body involved in new product regulatory approvals;
·Failure of an anticipated commercialization product line;
·Unanticipated competition or a disruptive technology introduction;
·The testing for recoverability under the Impairment or Disposal of Long-Lived Assets Subsections of Subtopic 360-10 of a significant asset group within a reporting unit;
·A loss of key personnel; and
·An expectation that a reporting unit carrying goodwill, or a significant portion of a reporting unit, will be sold or otherwise disposed of.

 

Goodwill is tested by reviewing the carrying value compared to the fair value at the reporting unit level. Fair value for the reporting unit is derived using the income approach. Under the income approach, fair value is calculated based on the present value of estimated future cash flows. Assumptions by management are necessary to evaluate the impact of operating and economic changes and to estimate future cash flows. Management’s evaluation includes assumptions on future growth rates and cost of capital that are consistent with internal projections and operating plans.

 

The Company generally performs its annual impairment testing of goodwill during the fourth quarter of its fiscal year, or more frequently if events or changes in circumstances indicate that the assets might be impaired. The Company tests impairment at the reporting unit level using the two-step process. The Company’s primary reporting units tested for impairment are Radiation Monitoring Devices, which comprises our Contract Research segment, and Hilger Crystals, a component of our Optics segment.

 

Intangible Assets

 

The Company’s intangible assets consist of acquired customer relationships and trade names of Hilger Crystals, Ltd., acquired know-how of Radiation Monitoring Devices, Inc. and purchased and patented biomedical technologies within the Biomedical segment. The Company amortizes its intangible assets with definitive lives over their useful lives, which range from 5 to 20 years, based on the time period the Company expects to receive the economic benefit from these assets. No impairment charge was recorded during the three month period ended June 30, 2017 or 2016.

 

The Company continually assesses whether events or changes in circumstances have occurred that may warrant revision of the estimated useful lives of its intangible and indefinite-lived assets or whether the remaining balances of those assets should be evaluated for possible impairment. There were no changes in the carrying value of intangible and indefinite-lived assets, aside from foreign exchange rate fluctuations and current additions, during the nine months ended June 30, 2017.

 

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Impairment of Long-Lived Assets

 

The Company’s long-lived assets include property, plant and equipment and intangible assets subject to amortization. The Company evaluates long-lived assets for recoverability whenever events or changes in circumstances indicate that an asset may have been impaired. In evaluating an asset for recoverability, the Company estimates the future cash flow expected to result from the use of the asset and eventual disposition. If the expected future undiscounted cash flow is less than the carrying amount of the asset, an impairment loss, equal to the excess of the carrying amount over the fair value of the asset, is recognized.

 

The Company continually assesses whether events or changes in circumstances have occurred that may warrant revision of the estimated useful lives of its long-lived assets or whether the remaining balances of those assets should be evaluated for possible impairment. There were no changes in the carrying value of long-lived assets, aside from foreign exchange rate fluctuations and current additions, during the nine months ended June 30, 2017.

 

Allowance for Doubtful Accounts Receivable

 

The Company performs ongoing credit evaluations of our customers and adjusts credit limits based upon payment history and the customer's current credit worthiness, as determined by our review of their current credit information. We continuously monitor collections and payments from our customers and maintain a provision for estimated credit losses based upon our historical experience and any specific customer collection issues that we have identified. While such credit losses have historically been minimal, within our expectations and the provisions established, we cannot guarantee that we will continue to experience the same credit loss rates that we have in the past. A significant change in the liquidity or financial position of any of our significant customers could have a material adverse effect on the collectability of our accounts receivable and our future operating results.

 

Stock-Based Compensation

 

The Company accounts for stock-based compensation using fair value. Compensation costs are recognized for stock-based compensation granted to employees and directors. Options and restricted stock awards are recorded as an expense over the requisite service period based on the grant date estimated fair value of the grant, which in the case of options is determined using the Black-Scholes option pricing model.

 

Income Taxes

 

As part of the process of preparing our consolidated financial statements, we are required to estimate our income tax provision (benefit) in each of the jurisdictions in which we operate. This process involves estimating our current income tax provision (benefit) together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheets. We regularly evaluate our ability to recover the reported amount of our deferred income taxes considering several factors, including our estimate of the likelihood of the Company generating sufficient taxable income in future years during the period over which temporary differences reverse.

 

Recent Accounting Pronouncements

 

See Note 2, "Recent Accounting Pronouncements" in the Notes to Consolidated Financial Statements for a full description of recent accounting pronouncements, including the respective dates of adoption or expected adoption and effects on our consolidated financial position, results of operations and cash flows.

 

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Forward-Looking Statements

 

The statements contained in this Quarterly Report on Form 10-Q which are not historical facts, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements regarding future events and our future results are based on current expectations, estimates, forecasts, and projections and the beliefs and assumptions of our management, including, without limitation, our expectations regarding results of operations, our compliance with the financial covenants under our loan agreements with Middlesex Savings Bank and Massachusetts Capital Resource Company, our expectations regarding results of operations, the commercialization of our technology, the success of efforts to fund Xcede, results of our pre-clinical and planned clinical trials, regulatory approvals, our development of new technologies including at Dynasil Biomedical, the adequacy of our current financing sources to fund our current operations, our growth initiatives, governmental budgetary and funding matters and our capital expenditures and the strength of our intellectual property portfolio. These forward-looking statements may be identified by the use of words such as “plans”, “intends,” “may,” “could,” “expect,” “estimate,” “anticipate,” “continue” or similar terms, though not all forward-looking statements contain such words. The actual results of the future events described in such forward-looking statements could differ materially from those stated in such forward-looking statements due to a number of important factors. These factors that could cause actual results to differ from those anticipated or predicted include, without limitation, our ability to develop and commercialize our products, including obtaining regulatory approvals, the size and growth of the potential markets for our products and our ability to serve those markets, the rate and degree of market acceptance of any of our products, general economic conditions, costs and availability of raw materials and management information systems, our ability to obtain and maintain intellectual property protection for our products, Xcede’s ability to produce preclinical data sufficient to enable it to initiate clinical studies of its resorbable hemostatic patch, clinical results of Xcede’s programs which may not support further development, competition, the loss of key management and technical personnel, our ability to obtain timely payment of our invoices from governmental customers, changing priorities or reductions in governmental spending, litigation, the effect of governmental regulatory developments, the availability of financing sources, our ability to comply with our debt obligations, our ability to deleverage our balance sheet, our ability to identify and execute on acquisition opportunities and integrate such acquisitions into our business, and seasonality, as well as the uncertainties set forth in the Company’s Annual Report on Form 10-K, filed on December 21, 2016, including the risk factors contained in Item 1A, and from time to time in the Company's other filings with the Securities and Exchange Commission. The Company disclaims any intention or obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

ITEM 4 Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures.

 

Our management, with the participation and supervision of our Chief Executive Officer and Chief Financial Officer, is responsible for our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified under the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Our management, including the Chief Executive Officer and the Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of June 30, 2017. Based on this evaluation, our management concluded that as of June 30, 2017, these disclosure controls and procedures were effective at the reasonable assurance level.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II – OTHER INFORMATION

 

ITEM 1A.  RISK FACTORS

 

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended September 30, 2016, which could materially affect our business, financial condition or future results. The risks described in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

 

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ITEM 6 Exhibits

 

10.01 Third Amendment to the Loan and Security Agreement between the Company and Middlesex Savings Bank, dated May 16, 2017.

 

10.02 Line of Credit by and between Middlesex Savings Bank, as Lender, and the Company, as Borrower, dated as of May 16, 2017.

 

31.1(a) Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.1(b) Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

32.1 Section 1350 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished but not filed for purposes of the Securities Exchange Act of 1934).

 

99.1 Press release, dated August 14, 2017 issued by the Company announcing its financial results for the quarter ended June 30, 2017.

 

101 The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of June 30, 2017 and September 30, 2016, (ii) Consolidated Statements of Operations for the three and nine months ended June 30, 2017 and 2016, (iii) Consolidated Statements of Changes in Stockholders’ Equity for the nine months ended June 30, 2017; (iv) Consolidated Statements of Cash Flows for the nine months ended June 30, 2017 and 2016, and (v) Notes to Consolidated Financial Statements.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

DYNASIL CORPORATION OF AMERICA

 

BY: /s/ Peter Sulick   DATED: August 14, 2017
  Peter Sulick,    
  Chief Executive Officer and President    
       
  /s/ Robert J. Bowdring   DATED: August 14, 2017
  Robert J. Bowdring,    
  Chief Financial Officer    

 

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