U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-K

(Mark One)

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended September 30, 2018.

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ______________ to ______________

 

Commission file number: 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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Name of each exchange on which registered
   

Common Stock, $0.0005 par value

 

The Nasdaq Stock Market LLC
(Nasdaq Capital Market)

 

Securities registered pursuant to Section 12(g) of the Act: none

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

 

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

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes x No ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.

 

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 Act.)

Yes ¨ No x

 

As of March 31, 2018, the aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $12,925,424.

 

As of December 8, 2018 there were 17,381,643 shares of common stock, par value $0.0005 per share, outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the proxy statement for the Annual Meeting of Stockholders scheduled to be held on February 28, 2019 are incorporated by reference into Part III of this report.

 

 

 

 

 

 

PART I

 

This annual report on Form 10-K contains or incorporates by reference not only historical information, but also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created by those sections. We refer you to the information under the heading “Forward-Looking Statements."

 

As used in this annual report on Form 10-K, references to "Dynasil," the "Company," "we," "our" or "us," unless the context otherwise requires, refer to Dynasil Corporation of America and our subsidiaries.

 

All trademarks or trade names referred to in this report are the property of their respective owners.

 

ITEM 1. BUSINESS

 

General

 

Dynasil Corporation of America was founded as a New Jersey corporation in 1960 and incorporated in the state of Delaware through a migratory merger in March 2008. Our corporate headquarters are located at 313 Washington Street, Suite 403, Newton, MA 02458, and our corporate website is www.dynasil.com . You can access, free of charge, our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K, our quarterly reports on Form 10-Q, current reports on Form 8-K and any other amendments to those reports, through a link at our website, or at the Commission’s website at www.sec.gov .

 

We have the following three reporting segments based on our main operating activities:

 

· Optics : The Optics segment encompasses four business units – Dynasil Fused Silica, Evaporated Metal Films, Hilger Crystals, and Optometrics – 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.

 

· Innovation and Development: The Innovation and Development segment (formerly known as the Contract Research segment) consists of the Radiation Monitoring Devices, Inc. (“RMD”) business unit, which is among the largest small business participants in United States (“U.S.”) government-funded research.

 

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· Biomedical: The Biomedical segment consists of a single business unit, Dynasil Biomedical Corporation (“Dynasil Biomedical”), a medical technology incubator which owns rights to certain early stage medical technologies. In October 2013, Dynasil Biomedical formed Xcede Technologies, Inc. (“Xcede”), a joint venture with Mayo Clinic, to spin out and separately fund the development of a tissue sealant technology. At September 30, 2018, Dynasil Biomedical owned approximately 63% of the outstanding common and preferred stock of Xcede, thus Xcede is included in our consolidated financial statements. Dynasil Biomedical currently has no operations other than those relating to its equity ownership in Xcede, whose operations were substantially curtailed in the fourth quarter of fiscal year 2018.

 

The segment amounts included in MD&A are presented on a basis consistent with our internal management reporting and accounting principles generally accepted in the U.S. (“U.S. GAAP”). Segment information appearing in Note 16 – Segment, Customer and Geographical Reporting of the Notes to Financial Statements is also presented on this basis.

 

Our business strategy is based on continued development of products in our Optics segment, as well as organic growth of existing Optics products, development and expansion of our funded research portfolio, investment in the commercialization of the technologies originating from our Innovation and Development segment, continuing development of the Xcede medical technologies, and acquisitions that align with our core competencies.

 

Historical Growth by Acquisition

 

Through a series of acquisitions beginning in March 2005, Dynasil has evolved from a single product line optics company to one focused on multiple optical product lines and a significant contract research business focused on advanced materials used in radiation detection and other advanced instrumentation. Our revenue has increased from $2 million in FY 2004 to $40 million in FY 2018.

 

The acquisitions we completed during this period included:

 

· Optometrics: In March 2005, we acquired Optometrics LLC (“Optometrics”), a worldwide supplier of optical components and instruments, including diffraction gratings, interference filters, monochromators, laser optics and specialized optical systems.

 

· Evaporated Metal Films: In October 2006, we acquired Evaporated Metal Films Corporation (“EMF”), an optical thin-film coatings company with a broad range of application markets, including solar energy, display systems, dental photography, optical instruments, satellite communications and lighting.

 

· RMD: In July 2008, we acquired Radiation Monitoring Devices, Inc. (“RMD”), a contract research company with expertise in material science, radiation detection, digital imaging technology, magnetic imaging, laser optics and photonics. The team at RMD develops advanced technology in materials, sensors and prototype instruments that detect or measure radiation, light, magnetism or sound for use in security, medical and industrial applications.

 

· Hilger Crystals: In July 2010, we acquired Hilger Crystals, Ltd., (“Hilger”) a manufacturer of synthetic crystals applicable to a wide range of industrial, medical, and homeland security applications with a long history of supplying high-quality synthetic crystals for infrared spectroscopy, X-ray and gamma ray detection.

 

· Biomedical technologies: In April 2011, we acquired the rights to six early stage biomedical technologies from Dr. Daniel Ericson, a former hematologist at the Mayo Clinic, which jointly owns rights to certain of the technologies acquired. The activity of our Biomedical segment is currently focused on the development of the tissue sealant technology that was part of this transaction in its Xcede subsidiary.

 

· DichroTec Thin Films : In June 2014, our EMF subsidiary acquired the assets of DichroTec Thin Films LLC, another optical thin-film coatings company with a broad range of applications, many of which are similar to EMF’s applications.

 

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Our Optical Technology

 

We specialize in the production of optical materials, components and coatings for various applications in the medical, industrial, and homeland security/defense sectors.

 

Our Optics segment supplies synthetic crystals, optical materials, components, and coatings that are used in devices such as baggage scanners, medical imaging systems, optical instruments, lasers, analytical instruments, automotive components, semiconductor/electronic devices, spacecraft/aircraft components and advertising displays. These products are offered through four business units (Dynasil Fused Silica, Optometrics, Hilger and EMF).

 

We compete for business with fabricators of industrial optical materials, other optical components manufacturers, other optical crystal manufacturers and other optical coaters as well as other analytical instruments manufacturers and synthetic crystal manufacturers. We believe our proprietary processes, reputation, specialty product offering, products in development and the price at which we offer our products enable us to successfully compete in these markets. However, many of our competitors have greater financial, sales and marketing resources than we do, which may enable them to develop and market products that would compete against those developed by us.

 

Our products are distributed through a direct sales and marketing staff of ten people and through other channels, including manufacturer’s representatives and distributors in various foreign countries for international sales and U.S. manufacturers’ representatives for certain product lines. Marketing efforts include direct customer contact through sales visits, advertising in trade publications, attendance at trade shows and our newly designed e-commerce website.

 

Innovation and Development – the Future of Our Technology

 

Our former Contract Research segment was recently renamed the Innovation and Development segment to emphasize the exciting new technology that is being developed at this segment’s business unit, RMD, particularly in the fields material science, radiation detection, digital imaging technology, magnetic imaging, laser optics and photonics. Using their expertise in these fields, the team at RMD develops advanced technology in materials, sensors and prototype instruments that detect or measure radiation, light, magnetism or sound for use in security, medical and industrial applications.

 

RMD is among the largest small business participants in U.S. government-funded research, performing research and development activities for government agencies including Department of Energy, Department of Defense, Department of Homeland Security, Domestic Nuclear Detection Office, National Institutes of Health and NASA. For over thirty years, RMD has successfully conducted government research under the auspices of the Small Business Innovation Research (“SBIR”) program. In recent years, RMD has augmented its SBIR research with larger, competitively bid government research and development contracts. To grow our research portfolio within the federal government, we are broadening our relationships within key federal funding agencies and the U.S. military. RMD also provides research for non-governmental entities in areas where it has the appropriate expertise. Such research is currently not a significant portion of RMD’s revenue. Our research initiatives are aligned with our focus on the homeland security, medical and industrial markets. As of September 30, 2018, RMD had a contract backlog of approximately $30.8 million, of which approximately 47% is SBIR contracts.

 

As of September 30, 2018, our Innovation and Development segment had a total of 74 employees, including 23 Ph.D. level scientists. RMD serves as an incubator to expand our patent portfolio enabling the opportunity to advance our technology from development to commercialization using government-funded research. As of September 30, 2018, RMD had a portfolio of 72 issued U.S. patents and 40 pending patent applications, compared with 68 issued patents and 43 pending patent applications at the same point in 2017.

 

RMD competes for contract research work against a variety of small and large entities, including universities that submit research proposals based on specific government solicitations. We generate revenue under various types of contracts, which include Cost Reimbursement, Time & Materials (T&M), Fixed Price-Level of Effort and Firm Fixed Price (FFP) contracts. We believe that RMD’s reputation for conducting state-of-the art research and development, as well as the quality of its proposals, are significant competitive advantages. In addition, RMD maintains strong working relationships with universities, government agencies, national laboratories, research hospitals and corporations. However, some of our competitors may have greater financial, technical and human resources than we have and may be better able to operate large, well-funded research and development programs.

 

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We believe that research projects can provide an important source for new commercial products in areas such as medical imaging, industrial sensors, critical care and point of care diagnostics and homeland security. For example, Dynasil Products’ lead paint analyzer and gamma medical probes businesses, which were sold in fiscal year 2014, emanated from the RMD portfolio. Most recently, our government-funded research work supported the development of our CLYC dual-mode radiation detection technology which we are currently selling commercially.

 

Biomedical: Xcede and Our Development of a Tissue Sealant Technology

 

Xcede's first product under development is a hemostatic patch (“Xcede Patch”), designed to be biocompatible, to be used when conventional techniques are inadequate or impractical to stop bleeding (hemostasis). As described above, in 2011, Dynasil Biomedical (“DBM”) acquired rights to the underlying tissue sealant technology as part of a transaction with a former hematologist at the Mayo Clinic. Since that time, DBM has invested significant capital developing this tissue sealant technology, including costs to further the related intellectual property rights and to conduct animal studies.

 

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

 

In November 2016, Dynasil, through DBM, committed to invest $1.2 million of cash into Xcede over the following 18 months in exchange for Series B convertible preferred stock of Xcede (“Series B Preferred). In conjunction with DBM’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. 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 its $2.4 million of Notes and accrued interest into 2,338,569 shares of Series A Preferred.

 

In addition to DBM, Xcede’s investors consist of Mayo Clinic Ventures, Southern Initiative Minnesota Foundation, Rochester Area Economic Development Inc., angel investors and certain members of Dynasil’s executive management team and board of directors.

 

As of September 30, 2018, DBM owned approximately 63% 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 issuance of Preferred Stock in November 2016, DBM’s ownership percentage in Xcede decreased to less than 80% and Xcede is no longer included in the Dynasil consolidated federal tax returns. As a result, the Company is no longer able to offset taxable income or benefit from net operating losses and other tax attributes related to Xcede. (See Note 9 – Income Taxes.)

 

In January 2016, Xcede signed three agreements with Cook Biotech Inc. of West Lafayette, Indiana (“CBI”), including a Development Agreement, a License Agreement and a Supply Agreement, in connection with the development, regulatory approval and production of Xcede’s hemostatic patch (“Xcede 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 CBI, in which CBI 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 CBI, Xcede committed to a multiple draw credit facility in the aggregate amount not to exceed $1.5 million, with three draws of principal 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 outstanding principal and unpaid interest are due and payable in full at the earlier of closing of an acquisition transaction or December 31, 2025.

 

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On July 20, 2018, Xcede received a notice of termination from CBI, in which CBI asserted its termination rights under the Services Agreement dated November 16, 2016 and Development Agreement dated January 6, 2016 between Xcede and CBI, claiming that the results of a recent animal study showed that, in CBI’s assessment, continuing to the next development phase of the Xcede Patch is not commercially reasonable. Upon a valid termination, CBI has no obligation to conduct further developmental activities with respect to the Xcede Patch, including any further in-kind funding under the Loan Agreement dated November 16, 2016 between Xcede and CBI. In addition, CBI has asserted that these study results trigger an immediate repayment of the $500,000 promissory note owed by Xcede to CBI under the Loan Agreement, which otherwise has a stated maturity of December 31, 2025. The Xcede promissory note is collateralized by a security interest which CBI has in all of Xcede’s intellectual property. While Xcede vigorously contests this assertion, at this time it is unclear how this matter will be resolved between Xcede and CBI. As a result, the Company has classified the promissory note as short-term debt.

 

As a result of this action by CBI, Xcede has halted clinical trial preparations at this time and has curtailed its operations to a minimal level while the Board of Directors of Xcede evaluates alternatives, including the viability of modifying the Xcede Patch to address the shortcomings cited by CBI and/or the possible sale or license of Xcede IP assets, subject to amending the security interest described above. Additionally, the Company’s RMD subsidiary has begun an investigation of possible continued development of the Xcede Patch, which includes seeking government funding of this development. There can be no assurances with respect to any such alternatives or that any additional outside funding to continue development of the Xcede Patch will be available to RMD.

 

Strategy to Commercialize our Technologies

 

Our business strategy focuses on combining our expertise in funded research, product development and technology innovation to commercialize detection and analysis equipment for the homeland security, industrial and medical markets. We are executing on this strategy by:

 

· developing and expanding our research portfolio;
· seeking to commercialize the technologies coming from our Innovation and Development segment;
· growing organically through investment in existing businesses; and
· identifying and investing in those technologies with the greatest revenue and growth potential in the market.

 

For example, our CLYC dual mode nuclear detection crystal technology was developed by RMD under a program for the Department of Homeland Security for use in locating nuclear bombs or nuclear materials at our nation’s major cities, ports and borders. This technology has the potential to be very important to our national security, as well as other radiation detection applications, such as nuclear power plant safety. Our dual mode detection crystals have been commercialized in a detector currently being offered by a large manufacturer of detection equipment. RMD continues to further enhance this technology.

 

Our CLYC dual mode detection crystals technology is designed to be a single detector that replaces two detector subsystems – the gamma radiation detector and also the helium-3 detectors for neutrons. Increasing our value proposition is the fact that the stockpile of the chemical element helium-3, a byproduct of nuclear weapons production, is in short supply. The stockpile of helium-3 has been drawn down during the past 10 years, as the federal government has increased its use in neutron detectors to help prevent nuclear and radiological material from being smuggled into the U.S.

 

Intellectual Property (IP)

 

From October 2017 through September 2018, we have been granted five new U.S. patents and have filed 13 new patent applications. Our current portfolio, company-wide, is 78 issued and 53 pending applications, the largest percentage of which are issued to RMD. We believe that intellectual property represents an important strategic advantage for us.

 

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Customers

 

We have more than 600 customers, with approximately 51% of our business concentrated in our top 10 customers. Our two largest customers, as well as our fourth largest customer are agencies and agents of the Federal government and accounted for approximately 12%, 8%, and 6%, respectively, of our revenues during fiscal year 2018. Our third and fifth largest customers are customers of our Optics segment and also accounted for approximately 6% and 4%, respectively, of our overall revenue during fiscal year 2018. The loss of any of these top five customers would likely have a material adverse effect on our business, financial condition and results of operations. Generally, our customers provide purchase orders for a specific part and quantity or they provide a contract for research projects. Product orders are normally filled over a period ranging from one to six weeks. We also have blanket orders for product quantities that will potentially be required in upcoming periods. Contract research projects generally run for a one to two year period.

 

Employees

 

As of September 30, 2018, we had a total of 214 employees, 206 of which are full-time. Of the total, 35 of our employees are engaged in administration, 9 are engaged in sales, 73 are engaged in research and/or engineering and 97 are engaged in manufacturing. The Company has a total of 25 Ph.D. level employees. Our operations are non-union except for a two-person union in one location.

 

Suppliers

 

Our largest supplier for materials and components is a supplier of the fused silica material that is fabricated and sold by our New Jersey facility. We believe that we have excellent relationships with our suppliers. If any of our suppliers should become unavailable to us for any reason, we believe that there are a number of potential replacements, although we might incur some delay in identifying such replacements.

 

Government Regulation

 

The businesses that we operate are subject to various federal and state regulations.

 

Our Innovation and Development segment (formerly Contract Research segment) is subject to the rules and regulations applicable to government contracting, including: the Federal Acquisition Regulation (FAR) and supplements, which regulate the formation, administration and performance of U.S. Government contracts; the Truth in Negotiations Act, which requires certification and disclosure of cost and pricing data in connection with certain contract negotiations; the Procurement Integrity Act, which regulates access to competitor bids and proposal information and government source selection information, and our ability to provide compensation to certain former government officials; the Civil False Claims Act, which provides for substantial civil penalties for violations, including for submission of a false or fraudulent claim to the U.S. Government for payment or approval; and the U.S. Government Cost Accounting Standards, which impose accounting requirements that govern our right to reimbursement under certain cost-based U.S. Government contracts.

 

The tissue sealant being developed by Xcede, our joint venture with Mayo Clinic, is subject to FDA regulations and approval in the United States and requires CE marking and other regulatory agency approval in other countries around the world.

 

Our use of radioactive materials in research and certain of our products (our dual-mode detector) subject us to laws regulating hazardous wastes under United States federal and certain state, environmental and atomic energy regulatory laws and similar laws in each jurisdiction in which our research and manufacturing facilities are located. Environmental compliance costs, which totaled $58,000 for fiscal year 2018, have not historically had a material effect on our operating results.

 

With respect to our intellectual property rights, we rely on, and are subject to, the laws in the U.S. and abroad governing intellectual property protection.

 

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Item 1A. RISK FACTORS

 

In your evaluation of our company and our businesses, you should carefully consider the risks and uncertainties described below, together with the information included elsewhere in this Annual Report on Form 10-K and the other documents we file with the Securities and Exchange Commission (“SEC”). The following factors describe the risks and uncertainties that we consider significant to the operation of our business, but should not be considered a complete listing of all potential risks and uncertainties that could adversely affect our operating results, financial position or liquidity. Additionally, our business is subject to the same general risks and uncertainties that affect many other companies, such as the overall United States (“U.S.”) and global economic conditions, international conflicts, geopolitical events, changes in laws or accounting rules, fluctuations in interest and exchange rates or other disruptions of expected economic and business conditions.

 

Risks Related To Our Business

 

The Company relies on its Innovation and Development segment for approximately half of its revenue. A decline in or temporary suspension of U.S. Government spending, changes in federal budgetary priorities, the timing of contract awards or a restructuring of the SBIR/STTR programs may adversely affect our future revenue and limit our growth prospects .

 

Our Innovation and Development (formerly Contract Research) business unit, RMD, is among the largest small business participants in U.S. government-funded research, performing research and development activities for government agencies including Department of Energy, Department of Defense, Department of Homeland Security, Domestic Nuclear Detection Office, National Institutes of Health, and National Aeronautics and Space Administration. Historically RMD has conducted its government research contracts through the SBIR (Small Business Innovation Research Program) and the STTR (Small Business Technology Transfer Program). Though RMD has augmented its SBIR contracts with larger competitively bid government contracts in recent years, a reduction in or elimination of the SBIR or the STTR programs could result in our inability to win contracts, as we may not have the resources to compete effectively against much larger, better-funded companies. Further, a significant decline in overall U.S. Government spending, including in the areas of national security, intelligence and homeland security, a significant shift in its spending priorities, the substantial reduction or elimination of particular defense-related programs or significant delays in contract or task order awards for large programs could adversely affect our future revenue and limit our growth prospects. While the October 2013 government shutdown did not have a significant impact on the Company, a future government shutdown could result in the suspension of work on contracts in progress or in payment delays which would adversely affect our future revenue and cash flow.

 

The Company relies on a small number of key customers for a substantial portion of its revenue.

 

Ten customers accounted for approximately 51% of the Company’s revenue in 2018. Four of those ten customers were agencies of the U.S. Government and accounted for 29% of revenue. Although we have had business relationships with these customers for many years, there can be no guarantee that we will be able to win contracts with these agencies in the future. Accordingly our performance could be adversely affected by the loss of one or more of these key customers.

 

The U.S. Government may terminate, cancel, modify or curtail our contracts at any time prior to their completion and, if we do not replace them, we may be unable to achieve our expected future revenue and may suffer a decline in revenue .

 

As of September 30, 2018, our total contract research backlog was approximately $30.8 million. Backlog consists of the portion of existing contracts yet to be performed and awards of projects by agencies in favor of RMD. Many of the U.S. Government programs in which we participate as a contractor or subcontractor may extend for several years and include one or more base years and one or more option years. These programs are normally funded on an annual basis. Under our contracts, the U.S. Government generally has the right not to exercise options to extend or expand our contracts and may otherwise terminate, cancel, modify or curtail our contracts at its convenience. Any decisions by the U.S. Government not to exercise contract options or to terminate, cancel, modify or curtail our major programs or contracts would adversely affect our revenue, revenue growth and profitability.

 

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The U.S. Government also has the right to terminate a contract for default, in which case, we may be exposed to liability, including for excess costs incurred by the customer in procuring undelivered services and products from another source. Depending on the nature and value of the contract, a performance issue or termination for default could cause our actual results to differ from those anticipated and could harm our reputation.

 

Our earnings and profitability may be adversely affected by our failure to accurately estimate and manage costs, time and resources .

 

We generate revenue under various types of contracts, which include cost reimbursement, Time & Materials (T&M), Fixed Price-Level of Effort and Firm Fixed Price contracts (FFP). Our earnings and profitability may vary materially depending on changes in the proportionate amount of revenue derived from each type of contract, the nature of services or products provided, as well as the achievement of performance objectives and the stage of performance at which the right to receive fees, particularly under incentive and award fee contracts, is finally determined. Cost reimbursement and T&M contracts generally have lower profitability than FFP contracts. Our operating results in any period may also be affected, positively or negatively, by variable purchasing patterns by our customers of our more profitable proprietary products. Our failure to accurately estimate costs or the resources and technology needed to perform our contracts or to effectively manage and control our costs during the performance of our work could result, and in some instances has resulted, in reduced profits or in losses. More generally, any increased or unexpected costs or unanticipated delays in connection with the performance of our contracts, including costs and delays caused by contractual disputes or other factors outside of our control, such as performance failures of our subcontractors, natural disasters or other force majeure events, could make our contracts less profitable than expected or unprofitable.

 

Our internal controls over financial reporting were not effective as of September 30, 2018.

 

The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures. In particular, we must perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal control over financial reporting, as required by Section 404(a) of the Sarbanes-Oxley Act. Our management, including the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures and of our internal control over financial reporting as of September 30, 2018 and concluded that, as of that date, our disclosure controls and procedures were not effective as a result of material weaknesses in our internal control over financial reporting. Until these issues are corrected and the changes made are operational for a sufficient period of time to demonstrate their effectiveness, our ability to report financial results or other information required to be disclosed on a timely and accurate basis may be adversely affected.  In addition, remedying this matter may require additional management time and resources and cause the Company to incur additional costs.

 

Goodwill and other intangible assets represent approximately 21% of our total assets and any impairment of these assets could negatively impact our results of operations .

 

Non-amortizing intangible assets, including goodwill, are tested for impairment annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Examples of events or changes in circumstances indicating that the carrying value of such intangible assets may not be recoverable could include a significant adverse change in legal factors or in the business climate, an adverse action or assessment by a regulator, unanticipated competition, loss of key personnel, or a more-likely-than-not expectation that a reporting unit or a significant portion of a reporting unit will be sold or otherwise disposed of.

 

Any future impairment of goodwill or other intangible assets would have a negative impact on our profitability and financial results.

 

Our Innovation and Development business faces aggressive competition that can impact our ability to obtain contracts and therefore affect our future revenue and growth prospects.

 

RMD’s competitors include other small high technology companies performing SBIR R&D, large firms such as Raytheon which performs related R&D, universities and national laboratories.

 

The markets in which we operate are characterized by rapid technology development and the needs of our customers change and evolve regularly. Accordingly, our success depends on our ability to develop services and products that address these changing needs and to provide people and technology needed to deliver these services and products. To remain competitive, we must consistently provide superior service, technology and performance on a cost-effective basis to our customers. Our competitors may be able to provide our customers with different or greater capabilities or technologies or better contract terms than we can provide, including technical qualifications, past contract experience, geographic presence, price and the availability of qualified professional personnel. In addition, our competitors may consolidate or establish teaming or other relationships among themselves or with third parties to increase their ability to address customers’ needs. Accordingly, larger or new competitors or alliances among competitors may emerge which may adversely affect our ability to compete.

 

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Our business is subject to reviews, audits and cost adjustments by the U.S. Government, which, if resolved unfavorably to us, could adversely affect our profitability, cash position or growth prospects .

 

U.S. Government agencies, including the DCAA (Defense Contract Audit Agency), DCMA (Defense Contract Management Agency) and others, routinely audit and review a contractor’s performance on government contracts, indirect rates and pricing practices, and compliance with applicable contracting and procurement laws, regulations and standards. They also review the adequacy of the contractor’s compliance with government standards for its accounting and management internal control systems, including: control environment and overall accounting system, estimating system, purchasing system, property system and earned value management system. Both contractors and the U.S. Government agencies conducting these audits and reviews have come under increased scrutiny.

 

A finding of significant control deficiencies in our system audits or other reviews could result in decremented billing rates to our U.S. Government customers until the control deficiencies are corrected and our corrections are accepted by the auditing agency. Government audits and reviews may conclude that our practices are not consistent with applicable laws and regulations and result in adjustments to contract costs and mandatory customer refunds. Such adjustments can be applied retroactively, which could result in significant customer refunds. Our receipt of adverse audit findings or the failure to obtain an “approved” determination of our various accounting and management internal control systems, including our changes to indirect cost and direct labor estimating systems, from the responsible U.S. Government agency could significantly and adversely affect our business, including our ability to bid on new contracts and our competitive position in the bidding process. A determination of non-compliance with applicable contracting and procurement laws, regulations and standards could also result in the U.S. Government imposing penalties and sanctions against us, including withholding of payments, suspension of payments and increased government scrutiny that could delay or adversely affect our ability to invoice and receive timely payment on contracts, perform contracts or compete for contracts with the U.S. Government. We may suffer harm to our reputation if allegations of impropriety are made against us, which would impair our ability to win new contract awards or receive contract renewals.

 

Our indirect cost audits by the DCAA have been completed for fiscal year 2015 while fiscal years 2016 through 2018 remain open pending DCAA audit. Although we have recorded contract revenue subsequent to fiscal 2015 based upon our estimate of costs that we believe will be approved upon final audit or review, we do not know the outcome of any ongoing or future audits or reviews and adjustments and, if future adjustments exceed our estimates, our profitability would be adversely affected.

 

Our failure to comply with a variety of complex procurement rules and regulations could result in our being liable for penalties, including termination of our U.S. Government contracts, disqualification from bidding on future U.S. Government contracts and suspension or debarment from U.S. Government contracting .

 

We must comply with laws and regulations relating to the formation, administration and performance of U.S. Government contracts, which affect how we do business with our customers and may impose added costs on our business. Some significant statutes and regulations that affect us include:

· the Federal Acquisition Regulation (FAR) and supplements, which regulate the formation, administration and performance of U.S. Government contracts;
· the Truth in Negotiations Act, which requires certification and disclosure of cost and pricing data in connection with certain contract negotiations;
· the Procurement Integrity Act, which regulates access to competitor bid and proposal information and government source selection information, and our ability to provide compensation to certain former government officials;
· the Civil False Claims Act, which provides for substantial civil penalties for violations, including for submission of a false or fraudulent claim to the U.S. Government for payment or approval; and
· the U.S. Government Cost Accounting Standards, which impose accounting requirements that govern our right to reimbursement under certain cost-based U.S. Government contracts.

 

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Our failure to comply with any of these rules or regulations could result in loss of business or penalties that could have a material adverse effect on our financial condition or results of operations.

 

Our loan agreements impose restrictions on our ability to take certain corporate actions and raise additional capital , and include a material adverse change (“MAC”) clause.

 

Our loan agreements contain numerous customary restrictions that limit our ability to undertake certain activities without the express prior written approval of our lenders. These include, but are not limited to, restricting our ability to:

· incur additional indebtedness;
· pay or declare dividends;
· enter into a business substantially different from existing operations;
· issue or authorize any additional or new equity that will result in a change of control; and
· take any corporate action outside the ordinary course of the business, including without limitation, the sale of material assets or other strategic divestitures, without the prior written approval of our lender.

 

These restrictions could significantly hamper our ability to raise additional capital. Our ability to receive the necessary approvals is largely dependent upon our relationship with our lenders and our financial performance, and no assurances can be given that we will be able to obtain the necessary approvals in the future. Our inability to raise additional capital could lead to working capital deficits that could have a material adverse effect on our operations in future periods.

 

One of our loan agreements also includes a MAC clause which permits the bank to call the loan if any event, fact, circumstance, change in, or effect on the Company could reasonably be expected to be materially adverse to the business.

 

We may not be able to generate sufficient positive cash flow in the future to fund our operations .

 

In addition to our bank financing, we are dependent upon cash flow from our businesses to fund our operations. It is our expectation that we can continue to increase our cash flows; however, there can be no assurance that we will be able to continue to do so. If we are unable to fund our operations from future cash flows together with our available bank financing, we will need to seek additional debt and/or equity financing, which may not be available on attractive terms, if at all, in which case there could be a material adverse effect on our results of operations and financial condition.

 

Our Xcede joint venture requires further funding to support the development of its technology.

 

In July, 2018, Xcede received a notice of termination from CBI, its collaboration partner with respect to the Xcede Patch, which claimed that the results of a recent animal study showed that, in CBI’s assessment, continuing to the next development phase of the Xcede Patch it is not commercially reasonable. Upon a valid termination, CBI has no obligation to conduct further developmental activities with respect to the Xcede Patch, including any further in-kind funding under the Loan Agreement dated November 16, 2016 between Xcede and CBI. In addition, CBI has asserted that these study results trigger an immediate repayment of the $500,000 promissory note owed by Xcede to CBI under the Loan Agreement, which otherwise has a stated maturity of December 31, 2025. The Xcede promissory note is collateralized by a security interest which CBI has in all of Xcede’s intellectual property. While Xcede vigorously contests this assertion, at this time it is unclear how this matter will be resolved between Xcede and CBI.

 

As a result of this action by CBI, Xcede halted clinical trial preparations and has curtailed its operations to a minimal level while the Board of Directors of Xcede evaluates alternatives, including the viability of modifying the Xcede Patch to address the shortcomings cited by CBI and/or the possible sale or license of Xcede IP assets, subject to amending the security interest described above.

 

Xcede will require outside funding in order to continue development of the Xcede Patch, any additional pre-clinical development activities, and any human clinical trials they may initiate. In the event Xcede raises any additional equity financing from outside sources, our equity interest in Xcede will decrease. There can be no assurance, however, that Xcede will be able to obtain future financing as needed or on terms which are attractive, in which case it might be required to close its operations and liquidate its assets in which case our investment would likely not be recovered.

 

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Our failure to attract, train and retain skilled employees, including our management team, would adversely affect our ability to execute our strategy .

 

Portions of our business involve the development of tailored solutions for our customers, a process that relies heavily upon the expertise and services of our employees. Our continued success depends on our ability to recruit and retain highly trained and skilled engineering, technical and professional personnel. Competition for skilled personnel is intense and competitors aggressively recruit key employees. Particularly in highly specialized areas, it may become more difficult to retain employees and meet all of our needs for employees in a timely manner, which may affect our growth in the current fiscal year and in future years. Although we intend to continue to devote significant resources to recruit, train and retain qualified employees, we may not be able to attract and retain these employees. Any failure to do so could impair our ability to perform our contractual obligations efficiently and timely meet our customers’ needs and win new business, which could adversely affect our future results.

 

In addition to attracting and retaining qualified engineering, technical and professional personnel, we believe that our success will also depend on the continued employment of a highly qualified and experienced senior management team and its ability to retain existing business and generate new business. Our senior management team is important to our business because personal reputations and individual business relationships are a critical element of retaining and obtaining customer contracts in our industry, particularly with agencies performing classified operations. Our inability to hire and retain appropriately qualified and experienced senior executives could cause us to lose customers or new business opportunities.

 

Misconduct of employees, subcontractors, agents and business partners could cause us to lose existing contracts or customers and adversely affect our ability to obtain new contracts and customers and could have a significant adverse impact on our business and reputation .

 

Misconduct, should it occur, could include fraud or other improper activities such as falsifying time or other records and violations of laws, including the Anti-Kickback Act. Other examples could include the failure to comply with our policies and procedures or with federal, state or local government procurement regulations, regulations regarding the use and safeguarding of classified or other protected information, legislation regarding the pricing of labor and other costs in government contracts, laws and regulations relating to environmental, health or safety matters, bribery of foreign government officials, import-export control, lobbying or similar activities, and any other applicable laws or regulations. Intentional or unintentional violation of the Export Control Act or International Traffic in Arms Regulations could result in severe fines which could adversely affect our profitability. Any data loss or information security lapses resulting in the compromise of personal information or the improper use or disclosure of sensitive or classified information could result in claims, remediation costs, regulatory sanctions against us, loss of current and future contracts and serious harm to our reputation. Although we have implemented policies, procedures and controls to prevent and detect these activities, these precautions may not prevent all misconduct, and as a result, we could face unknown risks or losses. Our failure to comply with applicable laws or regulations or misconduct by any of our employees, subcontractors, agents or business partners could damage our reputation and subject us to fines and penalties, restitution or other damages, loss of security clearance, loss of current and future customer contracts and suspension or debarment from contracting with federal, state or local government agencies, any of which would adversely affect our business and our future results.

 

Quality problems with our processes, goods, and services could harm our reputation for producing high-quality products and erode our competitive advantage, sales and market share .

 

Quality is extremely important to us and our customers due to the serious and costly consequences of product failure. Our quality certifications are critical to the marketing success of our goods and services. If we fail to meet these standards, our reputation could be damaged, we could lose customers, and our revenue and results of operations could decline. Aside from specific customer standards, our success depends generally on our ability to manufacture to exact tolerances precision-engineered components, subassemblies, and finished devices from multiple materials. If our components fail to meet these standards or fail to adapt to evolving standards, our reputation as a manufacturer of high-quality components will be harmed, our competitive advantage could be damaged, and we could lose customers and market share.

 

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From time to time we may make acquisitions. The failure to successfully integrate future acquisitions could harm our business, financial condition and operating results.

 

One component of our growth strategy is to selectively pursue strategic acquisitions. These transactions require significant investment of time and resources and may disrupt our business and distract our management from other responsibilities. Even if successful, these transactions could reduce earnings for a number of reasons, including the amortization of intangible assets, impairment charges, acquired operations that are not yet profitable or the payment of additional consideration under earn-out arrangements if an acquisition performs better than expected. Acquisitions, investments and joint ventures pose many other risks that could adversely affect our reputation, operations or financial results, including:

· we may not be able to identify, compete effectively for or complete suitable acquisitions and investments at prices we consider attractive;
· we may not be able to accurately estimate the financial effect of acquisitions and investments on our business and we may not realize anticipated synergies or acquisitions may not result in improved operating performance;
· we may encounter performance problems with acquired technologies, capabilities and products, particularly with respect to those that are still in development when acquired;
· we may have trouble retaining key employees and customers of an acquired business or otherwise integrating such businesses, such as incompatible accounting, information management, or other control systems, which could result in unforeseen difficulties;
· we may assume material liabilities that were not identified as part of our due diligence or for which we are unable to receive a purchase price adjustment or reimbursement through indemnification;
· we may assume legal or regulatory risks, particularly with respect to smaller businesses that have immature business processes and compliance programs;
· acquired entities or joint ventures may not operate profitably, which could adversely affect our operating income or operating margins and we may be unable to recover investments in any such acquisitions;
· acquisitions, investments and joint ventures may require us to spend a significant amount of cash or to issue capital stock, resulting in dilution of ownership; and
· we may not be able to effectively influence the operations of our joint ventures or we may be exposed to certain liabilities if our joint venture partners do not fulfill their obligations.

 

If our acquisitions fail, perform poorly or their value is otherwise impaired for any reason, including contractions in credit markets and global economic conditions, our business and financial results could be adversely affected.

 

In addition, we periodically divest businesses, including businesses that are no longer a part of our ongoing strategic plan. These divestitures similarly require significant investment of time and resources, may disrupt our business, distract management from other responsibilities and may result in losses on disposal or continued financial involvement in the divested business, including through indemnification, guarantee or other financial arrangements, for a period of time following the transaction, which would adversely affect our financial results.

 

Our financial results may vary significantly from period-to-period .

 

Our financial results may fluctuate as a result of a number of factors, many of which are outside of our control. For these reasons, comparing our operating results on a period-to-period basis may not be meaningful, and you should not rely on our past results as an indication of our future performance. Our financial results may be negatively affected by any of the risk factors listed in this “Risk Factors” section and other matters described elsewhere in this Annual Report on Form 10-K and the other documents we file with the SEC.

 

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Federal income tax reform could have unforeseen effects on our financial condition and results of operations .

 

The Tax Cuts and Jobs Act, or the Tax Act, was enacted on December 22, 2017, and contains many changes to U.S. federal tax laws. The Tax Act requires complex computations that were not previously provided for under U.S. tax law and significantly revised the U.S. tax code by, among other changes, lowering the corporate income tax rate from 35% to 21%, requiring a one-time transition tax on accumulated foreign earnings of certain foreign subsidiaries that were previously tax deferred and creating new taxes on certain foreign sourced earnings. At September 30, 2018, the Company has completed its accounting for the tax effects of the 2017 Tax Act. However, additional guidance may be issued by the Internal Revenue Service, or IRS, the Department of the Treasury, or other governing body that may significantly differ from our interpretation of the law, which may result in a material adverse effect on our business, cash flow, results of operations or financial conditions.

 

Changes in tax laws or exposure to additional income tax liabilities could have a material impact on our financial condition and results of operations .

 

We are subject to income taxes as well as non-income based taxes, in both the U.S. and United Kingdom (U.K.). We are subject to tax audits in various jurisdictions. Tax authorities may disagree with certain positions we have taken and assess additional taxes. We regularly assess the likely outcomes of these audits in order to determine the appropriateness of our tax provision. However, there can be no assurance that we will accurately predict the outcomes of these audits, and the actual outcomes of these audits could have a material impact on our consolidated earnings and financial condition. Additionally, changes in tax laws or tax rulings could materially impact our effective tax rate.

 

We face risks associated with our international business .

 

In 2018 and 2017, we generated approximately 25% and 22% of our sales outside the U.S., respectively. Our international business operations may be subject to additional and different risks than our U.S. business. Our ability to achieve and maintain profitable growth in international markets is subject to risks related to the differing legal, political, social and regulatory requirements and economic conditions of many countries. As a result of our expansion outside the U.S., we are subject to certain inherent risks, including political and economic uncertainty, inflation rates, exchange rates, trade protection measures, local labor conditions and laws, restrictions on foreign investments and repatriation of earnings, and weak intellectual property protection. If we are unable to manage these risks it would have a material adverse effect on our results of operations and financial condition.

 

Political and economic uncertainty arising from the outcome of the referendum on the membership of the United Kingdom in the European Union could adversely impact our financial results.

 

In June 2016, a majority of voters in the U.K. elected to withdraw from the European Union (E.U.) in a national referendum (also referred to as "Brexit"). Our Hilger Crystals Ltd. business unit is located in the U.K. The announcement of Brexit caused significant volatility in global stock markets and currency exchange rate fluctuations that resulted in the strengthening of the U.S. dollar against foreign currencies in which we conduct business, including the British pound. We translate revenue denominated in foreign currency (including the British pound) into U.S. dollars for our financial statements. During periods of a strengthening dollar, our reported international revenue is reduced because foreign currencies translate into fewer U.S. dollars.

 

As a result of the referendum being passed into law, a negotiation process to determine the future terms of the U.K.’s relationship with the E.U. is ongoing, including the terms of trade between the U.K. and the E.U. The effects of Brexit will depend on any agreements the U.K. makes to retain access to E.U. markets either during a transitional period or more permanently. The measures could potentially disrupt the markets we serve and may cause us to lose customers, suppliers and employees. Additionally, disruptions and uncertainty caused by Brexit may cause our customers to closely monitor their costs and reduce their spending budget on our products and services. Brexit may also lead to legal uncertainty and potentially divergent national laws and regulations as the U.K. determines which E.U. laws to replace or replicate. Any of these effects of Brexit, among others, could adversely affect our business, financial condition or future results.

 

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Uncertainty over global tariffs, or the financial impact of tariffs, may negatively affect our results.

 

Recent changes in U.S. domestic and global tariff frameworks have increased our costs of producing goods and resulted in additional risks to our supply chain. Additional tariff changes are possible. We are engaged in efforts to mitigate tariff increases, but there is no assurance we will be successful. Further, uncertainties about future tariff changes could result in mitigation actions that prove to be detrimental to our business.

 

Increases in prices and declines in the availability of raw materials could negatively impact our financial results .

 

Our financial results are significantly affected by the cost of raw materials and energy. Most of the raw materials and energy used in production are purchased from outside sources, and the Company has made, and plans to continue to make, supply arrangements to meet the planned operating requirements for the future. Supply of critical raw materials and energy is managed by establishing contracts, multiple sources, and identifying alternative materials or technology whenever possible. An inability to obtain critical raw materials would adversely impact our ability to produce products. Increases in the cost of raw materials and energy may have an adverse effect on our earnings or cash flow in the event we are unable to mitigate these higher costs in a timely manner.

 

Our business and operations expose us to numerous legal and regulatory requirements and any violation of these requirements could harm our business .

 

We are subject to numerous federal, state and foreign legal requirements on matters as diverse as data privacy and protection, employment and labor relations, immigration, taxation, anticorruption, import/export controls, trade restrictions, internal and disclosure control obligations, securities regulation, environmental and anti-competition. We are also focused on expanding our business in certain identified growth areas, such as homeland security and biomedical technologies, which are highly regulated and may expose us to increased compliance risk. Compliance with diverse and changing legal requirements is costly, time-consuming and requires significant resources. Violations of one or more of these requirements in the conduct of our business could result in significant fines and other damages, criminal sanctions against us or our officers, prohibitions on doing business and damage to our reputation. Violations of these regulations or contractual obligations related to regulatory compliance in connection with the performance of customer contracts could also result in liability for significant monetary damages, fines and/or criminal prosecution, unfavorable publicity and other reputational damage, restrictions on our ability to compete for certain work and allegations by our customers that we have not performed our contractual obligations.

 

Moreover, we use controlled hazardous and radioactive materials in our business and generate wastes that are regulated as hazardous wastes under United States federal and certain state, environmental and atomic energy regulatory laws and similar laws in each jurisdiction in which our facilities are located. Our use of these substances and materials is subject to stringent, and periodically changing, regulation that can impose costly compliance obligations on us and have the potential to adversely affect our manufacturing activities. The risk of accidental contamination or injury from these materials cannot be completely eliminated. If an accident with these substances occurs, we could be held liable for any damages that result, in addition to incurring clean-up costs and liabilities, which can be substantial. Additionally, an accident could damage our research and manufacturing facilities resulting in delays and increased costs.

 

Our insurance may be insufficient to protect us from product and other liability claims or losses .

 

We maintain insurance coverage with third-party insurers as part of our overall risk management strategy and because some of our contracts require us to maintain specific insurance coverage limits. However, not every risk or liability is or can be protected by insurance, and, for those risks we insure, the limits of coverage we purchase or that are reasonably obtainable in the market may not be sufficient to cover all actual losses or liabilities incurred. If any of our third-party insurers fail, cancel our coverage or otherwise are unable to provide us with adequate insurance coverage, then our overall risk exposure and our operational expenses would increase and the management of our business operations would be disrupted. Our insurance may be insufficient to protect us from significant product and other liability claims or losses. Moreover, there is a risk that commercially available liability insurance will not continue to be available to us at a reasonable cost, if at all. If liability claims or losses exceed our current or available insurance coverage, our business and prospects may be harmed. Regardless of the adequacy of our liability insurance coverage, any significant claim may have an adverse effect on our industry and market reputation, leading to a substantial decrease in demand for our products and services and reduced revenue.

 

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Our business and financial results could be negatively affected by cyber or other security threats .

 

As a U.S. Government contractor operating in multiple regulated industries and geographies, we handle sensitive information. Therefore, we are continuously exposed to cyber and other security threats, including computer viruses, attacks by hackers or physical break-ins. Any electronic or physical break-in or other security breach or compromise may jeopardize security of information stored or transmitted through our information technology systems and networks. This could lead to disruptions in mission critical systems, unauthorized release of confidential or otherwise protected information and corruption of data. Although we have implemented policies, procedures and controls to protect against, detect and mitigate these threats, attempts by others to gain unauthorized access to our information technology systems are becoming more sophisticated. These attempts include covertly introducing malware to our computers and networks and impersonating authorized users, among others, and may be perpetrated by well-funded organized crime or state sponsored efforts. We seek to detect and investigate all security incidents and to prevent their occurrence or recurrence. We continue to improve our threat protection, detection and mitigation policies, procedures and controls. In addition, we work with other companies in the industry and government participants on increased awareness and enhanced protections against cyber security threats. However, because of the evolving nature of these security threats, there can be no assurance that our policies, procedures and controls have or will detect or prevent any of these threats and we cannot predict the full impact of any such incident. We may experience similar security threats to the information technology systems that we develop, install or maintain under customer contracts. Although we work cooperatively with our customers and other business partners to seek to minimize the impacts of cyber and other security threats, we must rely on the safeguards put in place by those entities. Any remedial costs or other liabilities related to cyber or other security threats may not be fully insured or indemnified by other means. Occurrence of any of these security threats could adversely affect our reputation, ability to work on sensitive U.S. Government contracts, business operations and financial results.

 

Risks Relating To Dynasil’s Stock

 

Xcede, our joint venture, is a pre-clinical stage business with no approved products, which makes it difficult to assess the business’s future viability.

 

In October 2013, Dynasil Biomedical formed Xcede, a joint venture with Mayo Clinic, to focus on and separately fund the development of its tissue sealant technology. Xcede has not yet demonstrated an ability to successfully overcome many of the risks and uncertainties frequently encountered by companies in new and rapidly evolving fields, particularly in the biomedical area. For example, to execute its business plan, Xcede will need to successfully:

· develop a commercially viable version of the Xcede Patch;
· raise the funds necessary to execute its product development plan;
· manage its spending as costs and expenses increase during the clinical trial and regulatory approval processes;
· obtain required regulatory approvals for the development and commercialization of the tissue sealant product applications;
· maintain and expand the tissue sealant intellectual property portfolio;
· build and maintain robust sales, distribution and marketing capabilities, either on its own or in collaboration with strategic partners; and
· gain market acceptance for its products.

 

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If Xcede is unsuccessful in accomplishing these objectives, it may not be able to develop its tissue sealant product, raise capital, expand its business or continue its operations, which may have a material adverse effect on our stock price.

 

The market price for our common stock is particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, which could lead to wide fluctuations in our share price .

 

The market for our common stock is characterized by significant price volatility when compared to the shares of larger, more established companies that have large public floats, and we expect that our share price will continue to be more volatile than the shares of such larger, more established companies for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above, our common stock is, compared to the shares of such larger, more established companies, sporadically and thinly traded. As a consequence of this limited liquidity, the trading of relatively small quantities of shares by our stockholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our common stock is sold on the market without commensurate demand. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a larger, more established company that has a large public float. Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any time, including as to whether our common stock will sustain its current market price, or as to what effect that the sale of shares or the availability of common stock for sale at any time will have on the prevailing market price.

 

We do not currently intend to pay dividends on our common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock .

 

We have never declared or paid any cash dividends on our common stock and do not currently intend to do so for the foreseeable future. We currently intend to invest our future earnings, if any, to fund our growth. Therefore, you are not likely to receive any dividends on your common stock for the foreseeable future and the success of an investment in shares of our common stock will depend upon any future appreciation in its value. There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares.

 

If our internal control over financial reporting is found not to be effective or if we make disclosure of existing or potential significant deficiencies or material weaknesses in those controls, investors could lose confidence in our financial reports, and our stock price may be adversely affected.

 

Section 404 of the Sarbanes-Oxley Act of 2002 requires us to include an internal control report with our Annual Report on Form 10-K. That report must include management’s assessment of the effectiveness of our internal control over financial reporting as of the end of the fiscal year. We evaluate our existing internal control over financial reporting based on the integrated framework issued in 2013 by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. During the course of our ongoing evaluation of the internal controls, we may identify areas requiring improvement, and may have to design enhanced processes and controls to address issues identified through this review. Additionally, due to the implementation of new accounting standards, our existing controls will have to be adapted and we cannot be certain that new deficiencies will not arise. Remedying any deficiencies, significant deficiencies or material weaknesses that we identify may require us to incur significant costs and expend significant time and management resources. We cannot assure you that any of the measures we implement to remedy any such deficiencies will effectively mitigate or remedy such deficiencies. Investors could lose confidence in our financial reports, and our stock price may be adversely affected, if our internal controls over financial reporting are found not to be effective by management or if we make disclosure of existing or potential significant deficiencies or material weaknesses in those controls.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

None.

 

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ITEM 2. PROPERTIES

 

We own a manufacturing and office facility consisting of a one-story, masonry and steel building containing approximately 15,760 square feet in West Berlin, NJ. We lease a 10,000 square foot manufacturing and office building in Ayer, MA with a lease that expires in May 2025. We lease 7,200 square feet of manufacturing office space in a building in Littleton, MA with a lease that expires in November 2019. We lease a 40,654 square foot manufacturing and office building in Rochester, NY with a lease that expires in March 2022. We own a two-story, 44,000 square foot manufacturing and office facility in Ithaca, NY. We own a two-story, 17,000 square foot manufacturing and office facility in Margate, Kent, in the U.K. All of the foregoing owned and leased properties are used by our Optics segment. We lease a 40,000 square foot manufacturing, research, and office building in Watertown, MA for our RMD business from a related party with a month-to-month lease that continues until terminated by the landlord with not less than three years’ prior written notice or by the Company with not less than six months’ prior written notice. We lease 2,368 square feet of office space in Newton, MA for our Dynasil Corporation of America office with a lease that expires in December 2020. We believe that the properties are in satisfactory condition and suitable for our purposes. The New Jersey, New York, and U.K. properties are collateral against notes payable to banks.

 

ITEM 3. LEGAL PROCEEDINGS

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

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PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information

Since September 30, 2013, the Company’s Common Stock has been listed on the Nasdaq Capital Market under the symbol “DYSL”. From December 20, 2010 until September 30, 2013, the Company’s Common Stock was listed on the Nasdaq Global Market. Prior to December 20, 2010, the Company’s Common Stock was quoted on the NASD-OTC Bulletin Board under the symbol "DYSL.OB".

 

As of December 10, 2018, there were 17,381,643 shares of the Company’s common stock outstanding held by approximately 215 holders of record.

 

The Company has paid no cash dividends on its common stock since its inception. The Company intends to retain any future earnings for use in its business and does not intend to pay cash dividends on its common stock in the foreseeable future.

 

ITEM 6. SELECTED FINANCIAL DATA

 

Not applicable.

 

ITEM 7. 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 appearing elsewhere in this Annual Report on Form 10-K.

 

Overview

 

Reportable Segments

 

We have three reporting segments based on our main operating activities. Below is a summary of these segments:

 

· Optics : The Optics segment encompasses four business units – our original optics business, doing business as Dynasil Fused Silica, Optometrics, Hilger, and Evaporated Metal Films (“EMF”) – 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.

 

· Innovation and Development : The Innovation and Development segment consists of the Radiation Monitoring Devices, Inc. (“RMD”) business unit and was formerly known as the Contract Research segment.

 

· Biomedical : The Biomedical segment consists of a single business unit, Dynasil Biomedical Corporation, a medical technology incubator which owns rights to certain early stage medical technologies. In October 2013, Dynasil Biomedical formed Xcede Technologies, Inc., a joint venture with the Mayo Clinic to spin out and separately fund the development of a tissue sealant technology. Dynasil Biomedical currently has no operations other than those relating to its equity ownership in Xcede.

 

The segment amounts included in management's discussion and analysis are presented on a basis consistent with our internal management reporting and accounting principles generally accepted in the U.S. (“U.S. GAAP”). Segment information appearing in Note 16 – Segment, Customer and Geographical Reporting of the Notes to Financial Statements included in this Report are also presented on this basis. A description of our strategy is included in Item 1 of this Annual Report on Form 10-K.

 

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Our markets are characterized by rapidly changing technology and the needs of our customers, which change and evolve regularly. Accordingly, our success depends on our ability to develop services and products that address these changing needs and to provide the people and technology needed to deliver these services and products. To remain competitive, we must consistently provide superior service, technology and performance on a cost-effective basis to our customers. Our business performance is also influenced by a variety of other factors including, but not limited to, economic conditions, U.S. Government spending on research and development programs, competition, regulatory requirements and insurance costs. Further information on certain risks to our Company is included in Item 1A of this Annual Report on Form 10-K.

 

Fiscal 2018 Financial Overview

 

Our revenue in 2018 was $40.7 million, as compared to $37.3 million in 2017. This 9% increase in revenue resulted from a $3.8 million, or 20%, increase in revenue in our Optics segment, somewhat offset by a $0.4 million, or 2%, decrease in revenue in our Innovation and Development segment.

 

In fiscal year 2018, we had net income of $1.6 million compared to net income of $1.9 million in 2017. Our net income included losses of approximately $1.0 million and $1.4 million in 2018 and 2017, respectively, associated with research and start-up costs of Xcede, a joint venture with Mayo. As of September 30, 2018, we owned 63% 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 63% 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. The non-controlling amount related to the common stock owned by others was $0.2 million in both fiscal years ended September 30, 2018 and 2017, and was not included in the Company’s net income attributable to common stockholders of $1.8 million and $2.2 million, respectively.

 

In 2018, Xcede was funded by $0.6 million in cash from Dynasil, committed in November 2016, and $0.2 million in R&D services from Cook Biotech as it worked on developing the first in human clinical trial for Xcede’s hemostatic tissue sealant product under a note agreement. In 2017, Xcede’s funding included $0.7 million in cash from Dynasil, committed in November 2016, and $0.3 million in R&D services from Cook Biotech under a note agreement.

 

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Results of Operations

 

Results of Operations for the Fiscal Year Ended September 30,
2018
    Optics     Innovation and
Development
(formerly
Contract
Research)
    Biomedical     Total  
Revenue   $ 23,053,000     $ 17,628,000     $ -     $ 40,681,000  
Gross profit     7,667,000       7,569,000       -       15,236,000  
GM %     33 %     43 %     -       37 %
Operating expenses     7,003,000       7,072,000       817,000       14,892,000  
(Gain) loss on sale of assets     -       -       -       -  
Impairment of long-lived assets     -       -       182,000       182,000  
Operating income (loss)     664,000       497,000       (999,000 )     162,000  
                                 
Depreciation and amortization     1,006,000       237,000       14,000       1,257,000  
Capital expenditures     2,033,000       211,000       73,000       2,317,000  
                                 
Intangibles, net     390,000       162,000       203,000       755,000  
Goodwill     961,000       4,939,000       -       5,900,000  
Total assets   $ 22,946,000     $ 8,376,000     $ 210,000     $ 31,532,000  

 

Results of Operations for the Fiscal Year Ended September 30,
2017
    Optics     Innovation and
Development
(formerly
Contract
Research)
    Biomedical     Total  
Revenue   $ 19,282,000     $ 18,002,000     $ -     $ 37,284,000  
Gross profit     6,562,000       7,336,000       -       13,898,000  
GM %     34 %     41 %     -       37 %
Operating expenses     6,183,000       6,856,000       1,381,000       14,420,000  
(Gain) loss on sale of assets     -       -       60,000       60,000  
Impairment of long-lived assets     -       -       -       -  
Operating income (loss)     379,000       480,000       (1,441,000 )     (582,000 )
                                 
Depreciation and amortization     970,000       257,000       11,000       1,238,000  
Capital expenditures     575,000       338,000       69,000       982,000  
                                 
Intangibles, net     467,000       196,000       324,000       987,000  
Goodwill     1,001,000       4,939,000       -       5,940,000  
Total assets   $ 20,445,000     $ 8,078,000     $ 574,000     $ 29,097,000  

 

Revenue

 

Revenue for the fiscal year ended September 30, 2018 was $40.7 million, an increase of $3.4 million or 9% from the $37.3 million of revenue recorded in 2017.

 

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Revenue in our Optics segment for the 12 months ended September 30, 2018 increased 20% to $23.1 million from $19.3 million in 2017, largely as the result of increased demand from our customers in the semiconductor/microlithography market.

 

Innovation and Development segment revenue decreased 2% to $17.6 million in the year ended September 30, 2018, from $18.0 million in the same period in 2017, largely resulting from a reduction of NIH funding and a delay in our commercial revenue orders. The contract revenue backlog decreased to $30.8 million at September 30, 2018, down from the September 30, 2017 level of $33.2 million. The current backlog is comprised of approximately 47% SBIR contracts, which is reduced from the 51% SBIR contracts in the backlog at September 30, 2017. The Innovation and Development segment continues to seek to limit reliance on the SBIR program and increase the number of government agencies that currently contract for its research, as well as to diversify its contracting sources including contracting with commercial businesses. During the twelve months ended September 30, 2018 and 2017, the Innovation and Development segment generated $1.7 million and $1.8 million, respectively, in commercial revenue.

 

The Biomedical segment has been engaged in development of a tissue sealant product through its Xcede joint venture and currently has no revenue.

 

Gross Profit

 

Gross profit for the year ended September 30, 2018 increased $1.3 million, or 10%, to $15.2 million from the prior year amount of $13.9 million. Gross profit as a percentage of revenue was 37% in both fiscal year 2018 and 2017.

 

The Optics segment’s gross profit as a percentage of revenue in fiscal year 2018 decreased slightly to 33% as compared with fiscal year 2017 gross profit as a percentage of revenue of 34%. The gross profit in fiscal year 2018 was $7.7 million, an increase of $1.1 million, or 17%, as a result of the higher revenue during the 12 months ended September 30, 2018.

 

Both gross profit dollars and gross profit as a percent of revenue for the Innovation and Development segment improved in fiscal year 2018, compared to fiscal year 2017 largely as a result of the mix of active contracts during 2018, which carried stronger margins because more internal resources were utilized rather than subcontractors. Gross profit dollars in this segment increased to $7.6 million during fiscal year 2018 from $7.3 million in the same period in 2017. Gross profit as a percent of revenue improved to 43% in fiscal year 2018 compared to 41% in fiscal 2017.

 

Operating Expenses

 

Operating expenses increased in fiscal year 2018 to $15.1 million, or 37% of revenue, an increase of $0.6 million from $14.5 million in fiscal year 2017 or 39% of revenues.

 

Operating expenses within the Optics segment increased to $7.0 million in fiscal year 2018, compared to $6.2 million in fiscal year 2017, due to increases in marketing, engineering personnel, and facility related expenditures. The percent of SG&A to revenue decreased to 30% in the 12 months ended September 30, 2018, a reduction from 32% in the prior year. The percentage decrease was largely due to the increase in revenue in 2018.

 

Operating expenses within the Innovation and Development segment increased to $7.1 million, or 40% of revenue, in fiscal year 2018 from $6.9 million, or 38% of revenue, in the prior year. The increase in SG&A expenses in fiscal year 2018 can be attributed to a number of factors, including new IT expenses related to the implementation of Department of Defense security requirements, increased expenses in contract bidding, and additional travel incurred visiting customers to review projects and secure contracts.

 

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Operating expenses in the Biomedical segment in fiscal year 2018 were approximately $1.0 million, which included impairment of a long-lived asset of $0.2 million, as compared to $1.4 million in fiscal year 2017. The $0.4 million decrease in expenses year over year was primarily the result of Xcede’s decision to halt clinical trial preparations and curtail operations to a minimal level while the Board of Directors of Xcede evaluates alternative avenues to develop the Xcede Patch, following the July 2018 notice of termination from Cook Biotech Inc. (“CBI”), its collaboration partner with respect to the Xcede Patch, which claimed that the results of a recent animal study showed that, in CBI’s assessment, continuing to the next development phase of the Xcede Patch is not commercially reasonable.

 

Net Interest Expense

 

Net interest expense was $0.2 million in both fiscal years 2018 and 2017.

 

Income Tax Benefit

 

Total income tax expense was a benefit of $1.6 million in fiscal year 2018, as compared to a benefit of $2.7 million in fiscal 2017. The 2018 benefit resulted from a benefit in the second quarter related to R&E tax credits for the years ended 2013 through 2016, a benefit in the fourth quarter for the release of the Company’s tax reserve for state deferred tax assets being carried on the balance sheet that are now expected to be used in the foreseeable future, offset by the 2018 expense from the effect of the 2017 Tax Act. During 2017, the benefit recognized was related to the deconsolidation of Xcede for federal income tax purposes and the release of the Company’s federal tax valuation allowance.

 

Net Income

 

As a result of the items mentioned previously, our net income for the year ended September 30, 2018 was $1.6 million, compared to net income of $1.9 million in the prior year.

 

Our net income includes losses of approximately $1.0 million and $1.4 million in the years ended September 30, 2018 and 2017, respectively, from our Biomedical segment.

 

Liquidity and Capital Resources

 

Liquidity Overview

 

Our net cash as of September 30, 2018 was $2.3 million, a decrease of $0.1 million, compared to $2.4 million at September 30, 2017. The cash reduction was primarily the result of fixed asset additions for new product lines offset by cash from operating activity.

 

We believe our cash on hand and borrowing capacity under our revolving line of credit will be sufficient to fund our current debt obligations, estimated capital expenditures and working capital needs for the next twelve months.

 

Net Cash Provided by Operating Activities

 

Net cash provided by operating activities was $2.1 million for fiscal year 2018 versus $1.5 million for fiscal year 2017.

 

In fiscal year 2018, the principal differences between the net income of $1.6 million and net cash provided of $2.1 million were a noncash benefit related to the increase of deferred income taxes resulting from the Xcede state tax valuation allowance release, R&E tax credits for the years ended 2013 through 2016, and impairment of long-lived assets, partially offset by depreciation, stock compensation, and Xcede’s R&D service expenses. Additionally, cash was used by an increase in accounts receivable due to strong fourth quarter shipments.

 

In fiscal year 2017, the principal differences between the net income of $1.9 million and net cash provided of $1.5 million were a noncash benefit related to the increase of deferred income taxes as a result of the Xcede federal tax deconsolidation, partially offset by depreciation, stock compensation and Xcede’s R&D service expenses. Additionally, cash was used to increase our inventory balance after a slowdown in shipments to a key customer and to allow for immediate shipment of our new e-commerce website products. These were offset by increases in accounts payable due to material and equipment purchases and advances for subcontractor payments.

 

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Cash Flows from Investing Activities

 

Cash flows from investing activities resulted in a use of $2.3 million for fiscal 2018 compared with a use of $1.0 million for fiscal 2017. In both fiscal 2018 and 2017, these funds were primarily used to purchase property, plant and equipment, as we continue to invest in our future operations, including our new highly efficient anti-reflective, diamond-like coating product lines. We currently plan on additional capital expenditures of approximately $2.0 million during fiscal year 2019 for expansion into new customer markets within our existing segments.

 

Cash Flows from Financing Activities

 

Cash flows from financing activities increased $0.1 million of net cash in fiscal 2018, due to using our equipment line of credit through Middlesex Savings Bank. Cash flows from financing activities used $0.7 million of net cash in fiscal 2017, primarily through the payments of our loans and capital leases. We have the full $4.0 million available under our line of credit with Middlesex Savings Bank at September 30, 2018.

 

Terms of Outstanding Indebtedness

 

As of September 30, 2018, Dynasil is in compliance with the terms of all of its outstanding indebtedness. As of such date, we had total indebtedness consisting of:

 

· approximately $1.0 million senior debt term loan with Middlesex Savings Bank, subject to the terms and conditions of the Middlesex Savings Bank Loan Agreement;

 

· approximately $0.8 million of equipment term notes;

 

· approximately $0.9 million of subordinated debt owed to Massachusetts Capital Resource Company; and

 

· approximately $0.2 million of Notes Payable to two government agencies.

 

· Additionally, Xcede had $0.5 million of outstanding indebtedness owed to Cook Biotech Inc.

 

The following is a summary of the terms of the existing loan agreement in place with our senior lender, Middlesex Savings Bank, the terms of subordinated debt owed to Massachusetts Capital Resources Company and the terms of subordinated debt owed by Xcede to Cook Biotech Inc.

 

Middlesex Savings Bank Loan Agreement

 

On May 1, 2014, Dynasil entered into a loan and security agreement (the “Bank Loan Agreement”) and line of credit note (the “Note”) with Middlesex Savings Bank pursuant to which Middlesex agreed to provide up to $4 million, subject to the availability restrictions described below, under a revolving line of credit loan to Dynasil for general corporate purposes. The Bank Loan Agreement provided that the loan expired on May 1, 2017, at which time all outstanding principal and unpaid interest was to become due and payable.

 

The Bank Loan Agreement was amended on September 29, 2015 to allow the Company to repay up to $3 million of the subordinated debt owed Massachusetts Capital Resources Company (“MCRC”) and also provide for the Company, if it meets certain conditions, to convert up to $2 million of the advances under the line of credit to a fixed rate note with the principal amortizing monthly over a five year term. On February 1, 2016, the Company converted $2 million of its outstanding advances under the line of credit note to a fixed rate, five-year term note bearing interest at an annual rate of 4.5%. As of September 30, 2018, approximately $1.0 million was outstanding under the five-year term note.

 

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 at which time all outstanding principal and unpaid interest will be due and payable. Additionally, the Company and Middlesex Savings Bank entered into an annual $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.

 

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On July 31, 2018, the Company converted the outstanding balance on the equipment line of credit with Middlesex Savings Bank (“Middlesex”) of approximately $750,000 into a five year term note with an interest rate of 5.66%. Additionally, on August 9, 2018, the Company’s equipment line of credit was renewed for $750,000 through April 30, 2019, at which time the outstanding balance will be converted into a five year term note. As part of the renewal process and due to the additional credit being extended to the Company, the Middlesex loan and security agreement was amended on August 9, 2018 to change the maximum debt leverage ratio covenant to 2.5x from 3.0x.

 

As of September 30, 2018, no amounts were outstanding under either the revolving or equipment lines of credit with Middlesex.

 

The Bank Loan Agreement and the Note are secured by (i) a security interest in substantially all of the Company’s personal property and (ii) sixty-five percent (65%) of the Company’s equity interests in its U.K. subsidiary, Hilger Crystals, Ltd. Under the note, the borrowing base is determined monthly based on eligible billed and unbilled accounts receivable and eligible inventory. The interest rate under the Note is equal to the Prime Rate, but in no event less than 3.25%.

 

The Bank Loan Agreement also contains other terms, conditions and provisions that are customary for commercial lending transactions of this sort. The Bank Loan Agreement requires Dynasil, at the close of each fiscal quarter, to maintain a Debt Service Coverage ratio, as defined, of at least 1.20 to 1.00 and a Maximum Leverage Ratio, as defined, of less than 2.50 to 1.00, both on a trailing four quarter basis.

 

The Bank Loan Agreement provides for events of default customary for credit facilities of this type, including but not limited to non-payment, defaults on other debt, misrepresentation, breach of covenants, representations and warranties, insolvency and bankruptcy, change of management, as defined and the occurrence of a material adverse change, as defined.

 

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Note Purchase Agreement – Massachusetts Capital Resource Company

 

On July 31, 2012, the Company entered into a Note Purchase Agreement (the “Agreement”) with MCRC. Pursuant to the terms of the Agreement, the Company issued and sold to MCRC a $3.0 million subordinated note (the “Subordinated Note”) for proceeds of $3.0 million. The Subordinated Note initially was scheduled to mature on July 31, 2017, unless accelerated pursuant to an event of default, as described below. The Subordinated Note initially provided for interest at the rate of ten percent (10%) per annum, with interest to be payable monthly on the last day of each calendar month in each year, the first such payment to be due and payable on August 31, 2012. Under the original terms of the Agreement, beginning on and with September 30, 2015, and on the last day of each calendar month thereafter through and including July 31, 2017, the Company would redeem, without premium, $130,000 in principal amount of the Subordinated Note together with all accrued and unpaid interest then due on the amount redeemed.

 

Effective October 1, 2015, in connection with the prepayment of $2 million of the Subordinated Note, MCRC agreed to adjust the interest rate to 6% and to amend the principal repayment terms such that beginning on September 30, 2016, the Company will redeem monthly, without premium, $43,478 in principal amount of the Subordinated Note together with all accrued and unpaid interest then due on the amount redeemed.

 

On December 15, 2016, the Company amended the Note Purchase Agreement with Massachusetts Capital Resource Company (MCRC) 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.

 

On January 3, 2018, 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, 2018. Such amendment also increased the interest rate of the note from six percent (6%) to seven percent (7%) per annum.

 

On November 27, 2018, 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 begin November 30, 2019. This amendment also extended the maturity date from July 31, 2019 to November 30, 2021.

 

Under the terms of the Agreement and a Subordination Agreement dated July 31, 2012, MCRC and any successor holder of the Subordinated Note have agreed that the payment of the principal of and interest on the Subordinated Note is subordinated in right of payment, to the prior payment in full of all indebtedness of the Company for money borrowed from banks or other institutional lenders at any time outstanding.

 

The Agreement contains customary representations, warranties and covenants, including covenants by the Company limiting additional indebtedness, liens, guaranties, mergers and consolidations, substantial asset sales, investments and loans, sale and leasebacks, transactions with affiliates and fundamental changes. In addition, the Agreement contains financial covenants by the Company (as further defined in the Agreement) that (i) impose a Consolidated Maximum Leverage Ratio (consolidated total funded debt to consolidated EBITDA) equal to or less than 4.5 to 1.0 for each rolling four quarter period ending on or after March 31, 2013, and (ii) require a Consolidated Fixed Charge Coverage Ratio (consolidated EBITDA to consolidated fixed charges) of not less than 0.95 to 1.00 for each rolling four quarter period ending on or after September 30, 2013.

 

The Agreement also provides for events of default customary for agreements of this type, including, but not limited to, non-payment, breach of covenants, insolvency and defaults on other debt. Upon an event of default, MCRC may elect to declare all obligations (including principal, interest and all others amounts payable) immediately due and payable, which will occur automatically if the Company becomes insolvent.

 

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Note Purchase Agreement – Cook Biotech, Inc. and Xcede

 

In November 2016, Xcede entered into an additional Services Agreement, a Secured Promissory Note, a Loan Agreement, a Security Agreement and an Intellectual Property Security Agreement (collectively the “Note Agreement”) with Cook Biotech, Inc. (CBI), in which CBI 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 CBI, Xcede committed to a multiple draw credit facility in the aggregate amount not to exceed $1.5 million, with three draws of principal 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 outstanding principal and unpaid interest are due and payable in full at the earlier of closing of an acquisition transaction or December 31, 2025.

 

On July 20, 2018, Xcede received a notice of termination from CBI, its collaboration partner with respect to the Xcede Patch, which claimed that the results of a recent animal study showed that, in CBI’s assessment, continuing to the next development phase of the Xcede Patch is not commercially reasonable. Upon a valid termination, CBI has no obligation to conduct further developmental activities with respect to the Xcede Patch, including any further in-kind funding under the Note Agreement between Xcede and CBI. In addition, CBI has asserted that the foregoing study results trigger an immediate repayment of the $500,000 promissory note owed by Xcede to CBI under the Note Agreement, which otherwise has a stated maturity of December 31, 2025. The Xcede promissory note is collateralized by a security interest which CBI has in all of Xcede’s intellectual property. While Xcede vigorously contests this assertion, at this time it is unclear how this matter will be resolved between Xcede and CBI. See Note 3 – Xcede Technologies, Inc. Joint Venture.

 

As of September 30, 2018, Xcede had $0.5 million of outstanding indebtedness owed to CBI, which the Company carries in short-term debt. Dynasil has no contractual obligation with respect to Xcede indebtedness. The Xcede promissory note is a contractual obligation solely of Xcede and is secured by Xcede’s intellectual property.

 

“Off Balance Sheet” Arrangements

 

Dynasil has no “Off Balance Sheet” arrangements.

 

NEW ACCOUNTING PRONOUNCEMENTS

 

See Note 2, "Summary of Significant Accounting Policies" 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, including the effects of significant changes in revenue recognition.

 

CRITICAL ACCOUNTING POLICIES

 

Our discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the SEC. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. We have identified the following as the items that require the most significant judgment and often involve complex estimation: revenue recognition, valuation of long-lived assets, intangible assets and goodwill, estimating allowances for doubtful accounts receivable, stock-based compensation, valuation of inventory, and accounting for income taxes.

 

Revenue Recognition

 

Revenues from the sale of the Company’s products and services are recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collectability is reasonably assured. The Company generally ships products F.O.B. shipping point. 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 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.

 

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. Using these guidelines, a comprehensive framework was established for determining how much revenue to recognize and when it should be recognized. 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 using a five-step process. 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. 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.

 

As of September 30, 2018, the Company has completed its assessment of the effects of ASU 2014-09 and its amendments on its consolidated financial statements, and has implemented changes to its business processes, systems and controls to support revenue recognition and the related disclosures under this ASU. The Company’s assessment included a detailed review of representative contracts from each of the Company’s revenue streams and a comparison of its historical accounting policies and practices to the new standard. The Company adopted the new standards on October 1, 2018, and did so retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective transition method) ) to all existing contracts that have remaining obligations as of October 1, 2018. Accordingly, the Company has elected to retroactively adjust only those contracts that do not meet the definition of a complete contract at the date of the initial application.

 

The Company believes that this guidance will lead to very few changes in revenue recognition for the standard contracts in both the Optics and the Innovation and Development segments. This new guidance may lead to recognition of certain revenue transactions sooner than in the past on contracts that require the Company to maintain stated inventory levels, as the Company has an enforceable right to payment for the required inventory, and on contracts such as engineering services and design and tooling transactions, as the Company has an enforceable right to payment for these performance obligations satisfied over time. The Company will continue to evaluate all new contract arrangements, but the new accounting standard is not expected to have a material impact on its consolidated financial statements. The cumulative adjustment to opening retained earnings will be insignificant at October 1, 2018. Additionally, the adoption of this new standard is not expected to have any tax impact on the consolidated financial statements.

 

Goodwill

 

Goodwill and intangible assets which have indefinite lives are subject to annual impairment tests. 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.

 

We generally perform our annual impairment testing of goodwill at the end of the fourth quarter of the fiscal year, or more frequently if events or changes in circumstances indicate that the assets might be impaired. We test impairment at the reporting unit level using the two-step process. Our primary reporting units tested for impairment are RMD, which comprises our Innovation and Development segment, and Hilger, which is a component of the Optics segment.

 

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Step one of the impairment testing compares the carrying value of a reporting unit to its fair value. The carrying value represents the net book value of the net assets of the reporting unit or simply the equity of the reporting unit if the reporting unit is the entire entity. If the fair value of the reporting unit is greater than its carrying value, no impairment has been incurred and no further testing or analysis is necessary. We estimate fair value using a discounted cash flow methodology which calculates fair value based on the present value of estimated future cash flows. Estimating future cash flows requires significant judgment and includes making assumptions about projected growth rates, industry-specific factors, working capital requirements, weighted average cost of capital, and current and anticipated operating conditions. Assumptions by management are necessary to evaluate the impact of operating and economic changes. Our evaluation includes assumptions on future growth rates and cost of capital that are consistent with internal projections and operating plans. The use of different assumptions or estimates for future cash flows could produce different results. We regularly assess the estimates based on the actual performance of each reporting unit.

 

If the carrying value of a reporting unit is greater than its fair value, step two of the impairment testing process is performed to determine the amount of impairment to be recognized. Step two requires us to estimate an implied fair value of the reporting unit's goodwill by allocating the fair value of the reporting unit to all of the assets and liabilities other than goodwill. An impairment then exists if the carrying value of the goodwill is greater than the goodwill's implied fair value. With respect to our annual goodwill impairment testing performed during the fourth quarter of fiscal year 2018, step one of the testing determined the estimated fair value of RMD and Hilger exceeded their carrying values. Accordingly, we concluded that no impairment had occurred and no further testing was necessary.

 

Impairment of Long-Lived Assets

 

Our long-lived assets include property, plant and equipment and intangible assets subject to amortization. We evaluate 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, we estimate 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.

 

There was an impairment charge of $0.2 million in the year ended September 30, 2018 and no impairment charge during the year ended September 30, 2017.

 

Intangible Assets

 

Our intangible assets consist of acquired customer relationships and trade names of Hilger Crystals, Ltd., acquired know-how of Radiation Monitoring Devices, Inc. and provisionally patented technologies within Dynasil Biomedical Corp.

 

We estimate the fair value of indefinite-lived intangible assets using an income approach, and recognize an impairment loss when the estimated fair value of the indefinite-lived intangible assets is less than the carrying value. During the fourth quarter of fiscal year 2018, we conducted our annual impairment review of indefinite-lived intangible assets and concluded the fair value exceeded the carrying value.

 

We review intangible assets with finite lives for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Recoverability of these intangible assets is assessed based on the undiscounted future cash flows expected to result from the use of the asset. If the undiscounted future cash flows are less than the carrying value, the intangible assets with finite lives are considered to be impaired. The amount of the impairment loss, if any, is measured as the difference between the carrying amount of these assets and the fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market values.

 

We amortize our intangible assets with definitive lives over their useful lives, which range from 5 to 20 years, based on the time period we expect to receive the economic benefit from these assets.

 

29

 

 

Allowance for Doubtful Accounts Receivable

 

We perform ongoing credit evaluations of our customers and adjust credit limits based upon payment history and the customer's current credit worthiness, as determined by a 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 historical experience and any specific customer collection issues that have been 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 as 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 future operating results.

 

Stock-Based Compensation

 

We account for stock-based compensation using fair value. Compensation costs are recognized for stock options granted to employees and directors. Options and warrants granted to employees and non-employees are recorded as an expense over the requisite service period based on the grant date estimated fair value of the grant, 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 tax asset considering several factors, including our estimate of the likelihood of our generating sufficient taxable income in future years during the period over which temporary differences reverse. As a result of the conversion of the Xcede convertible notes in November 2016, our ownership percentage in Xcede decreased to less than 80%. Based on this ownership percentage, beginning with the year ended September 30, 2017, Xcede is no longer included in the consolidated federal tax return and the Company can no longer offset taxable income or share net operating losses with Xcede. The tax accounting impact, including the assessment on the valuation allowance against the U.S. federal and state net deferred tax assets, will continue to be evaluated in subsequent periods. The valuation allowance will be addressed independently for the Company and Xcede, instead of on a consolidated basis.

 

Inventories

 

Inventories are stated at the lower of average cost or net realizable value. Cost is determined using the first-in, first-out (FIFO) method and includes material, labor and overhead. Inventories consist primarily of raw materials, work-in-process and finished goods.

 

A significant decrease in demand for the Company's products could result in a short-term increase in the cost of inventory and an increase of excess inventory quantities on hand. In addition, as technologies change or new products are developed, product obsolescence could result in an increase in the amount of obsolete inventory quantities on hand. The Company records, as a charge to cost of revenue, any amounts required to reduce the carrying value to net realizable value.

 

30

 

 

Forward-Looking Statements

 

The statements contained in this Annual Report on Form 10-K 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, including the Xcede patch and our dual mode detectors, the success of efforts to develop a successful Xcede Patch and to fund that development, our development of new technologies including at Dynasil Biomedical, the adequacy of our current financing sources to fund our current operations, our growth initiatives, 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 hemostatic patch, clinical results of Xcede’s programs which may not support further development, the ability of our RMD business unit to identify and pursue possible continued development opportunities for the Xcede patch, which is not assured, competition, the loss of key management and technical personnel, our ability to obtain timely payment of our invoices to governmental customers, litigation, the effect of governmental regulatory developments, the availability of financing sources, 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 this Annual Report on Form 10-K, 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.

 

31

 

 

Financial Statements

  Page
Report of Independent Registered Public Accounting Firm F-2
Consolidated Financial Statements: Balance Sheets as of September 30, 2018 and 2017 F-3
Statements of Operations and Comprehensive Income (Loss) for the years ended September 30, 2018 and 2017 F-5
Statements of Changes in Stockholders’ Equity for the years Ended September 30, 2018 and 2017 F-6
Statements of Cash Flows for the years ended September 30, 2018 and 2017 F-7
Notes to Consolidated Financial Statements F-8

 

F- 1

 

 

Report of Independent Registered Public Accounting Firm

 

To the Stockholders and the Board of Directors of

Dynasil Corporation of America and Subsidiaries

 

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Dynasil Corporation of America and its subsidiaries (the Company) as of September 30, 2018 and 2017, the related consolidated statements of operations and comprehensive income (loss), changes in stockholders' equity and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2018 and 2017, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ RSM US LLP  

 

We have served as the Company's auditor since 2012.

 

Boston, Massachusetts

December 21, 2018

 

F- 2

 

 

DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2018 and 2017

 

    September 30,     September 30,  
    2018     2017  
ASSETS                
Current Assets                
Cash and cash equivalents   $ 2,327,000     $ 2,415,000  
Accounts receivable, net of allowances of $262,000 and $200,000 at September 30, 2018 and 2017, respectively     4,069,000       3,407,000  
Costs in excess of billings and unbilled receivables     1,215,000       1,317,000  
Inventories, net of reserves     4,106,000       4,326,000  
Prepaid expenses and other current assets     664,000       973,000  
Total current assets     12,381,000       12,438,000  
                 
Property, Plant and Equipment, net     8,098,000       7,032,000  
                 
Other Assets                
Intangibles, net     755,000       987,000  
Deferred tax asset, net     4,333,000       2,642,000  
Goodwill     5,900,000       5,940,000  
Security and other deposits     65,000       58,000  
Total other assets     11,053,000       9,627,000  
                 
Total Assets   $ 31,532,000     $ 29,097,000  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY                
Current Liabilities                
Current portion of long-term debt   $ 1,246,000     $ 2,007,000  
Capital lease obligations, current portion     40,000       91,000  
Accounts payable     2,355,000       2,380,000  
Deferred revenue     253,000       129,000  
Accrued expenses and other liabilities     2,803,000       2,667,000  
Total current liabilities     6,697,000       7,274,000  
                 
Long-term Liabilities                
Long-term debt, net of current portion     2,075,000       1,045,000  
Capital lease obligations, net of current portion     52,000       81,000  
Deferred tax liability, net     205,000       234,000  
Other long-term liabilities     175,000       38,000  
Total long-term liabilities     2,507,000       1,398,000  

 

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

 

F- 3

 

 

DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2018 and 2017 (Continued)

 

    September 30,     September 30,  
    2018     2017  
LIABILITIES AND STOCKHOLDERS' EQUITY (Continued)                
Stockholders' Equity                
Common Stock, $0.0005 par value, 40,000,000 shares authorized, 18,152,074 and 17,893,763 shares issued, 17,341,914 and 17,083,603 shares outstanding at September 30, 2018 and 2017, respectively     9,000       9,000  
Additional paid in capital     21,865,000       21,406,000  
Accumulated other comprehensive income (loss)     (700,000 )     (539,000 )
Retained earnings (accumulated deficit)     841,000       (919,000 )
Less 810,160 shares of treasury stock - at cost     (986,000 )     (986,000 )
Total Dynasil stockholders' equity     21,029,000       18,971,000  
Noncontrolling interest     1,299,000       1,454,000  
Total stockholders' equity     22,328,000       20,425,000  
                 
Total Liabilities and Stockholders' Equity   $ 31,532,000     $ 29,097,000  

 

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

 

F- 4

 

 

DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

FOR THE YEARS ENDED SEPTEMBER 30, 2018 and 2017

 

    2018     2017  
Net revenue   $ 40,681,000     $ 37,284,000  
Cost of revenue     25,445,000       23,386,000  
Gross profit     15,236,000       13,898,000  
Operating expenses:                
Sales and marketing     1,336,000       1,152,000  
Research and development     823,000       903,000  
General and administrative     12,733,000       12,365,000  
(Gain) loss on sale of assets     -       60,000  
Impairment of long-lived assets     182,000       -  
                 
Total operating expenses     15,074,000       14,480,000  
Income (loss) from operations     162,000       (582,000 )
Interest expense, net     180,000       212,000  
Income (loss) before taxes     (18,000 )     (794,000 )
Income tax (benefit)     (1,608,000 )     (2,741,000 )
Net income (loss)     1,590,000       1,947,000  
Less: Net income (loss) attributable to noncontrolling interest     (170,000 )     (246,000 )
Net income (loss) attributable to common stockholders   $ 1,760,000     $ 2,193,000  
                 
                 
Net income (loss)   $ 1,590,000     $ 1,947,000  
Other comprehensive income (loss):                
Foreign currency translation     (161,000 )     160,000  
Total comprehensive income (loss)     1,429,000       2,107,000  
Less: comprehensive income (loss) attributable to noncontrolling interest     (170,000 )     (246,000 )
Total comprehensive income (loss) attributable to                
common stockholders   $ 1,599,000     $ 2,353,000  
                 
                 
Basic net income (loss) per common share   $ 0.10     $ 0.13  
Diluted net income (loss) per common share   $ 0.10     $ 0.13  
                 
Weighted average shares outstanding                
Basic     17,161,825       16,909,412  
Diluted     17,171,523       16,911,504  

 

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

 

F- 5

 

 

DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED SEPTEMBER 30, 2018 and 2017

 

                            Retained                          
                Additional     Other     Earnings                       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     16,058       -       17,000       -       -       -       -       -       17,000  
                                                                         
Stock-based compensation costs     200,421       -       424,000       -       -       -       -       32,000       456,000  
                                                                         
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     -       -       -       160,000       -       -       -       -       160,000  
                                                                         
Net loss     -       -       -       -       2,193,000       -       -       (246,000 )     1,947,000  
Balance, September 30, 2017     17,893,763     $ 9,000     $ 21,406,000     $ (539,000 )   $ (919,000 )     810,160     $ (986,000 )   $ 1,454,000     $ 20,425,000  
Issuance of shares of common stock under employee stock purchase plan     15,896       -       17,000       -       -       -       -       -       17,000  
                                                                         
Stock-based compensation costs     242,415       -       442,000       -       -       -       -       15,000       457,000  
                                                                         
Foreign currency translation adjustment     -       -       -       (161,000 )     -       -       -       -       (161,000 )
                                                                         
Net income (loss)     -       -       -       -      

1,760,000

      -       -       (170,000 )     1,590,000  
Balance, September 30, 2018     18,152,074     $ 9,000     $ 21,865,000     $ (700,000 )   $ 841,000       810,160     $ (986,000 )   $ 1,299,000     $ 22,328,000  

 

The accompanying notes are an integral part of these consolidated financial st

 

F- 6

 

 

DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED SEPTEMBER 30, 2018 and 2017

 

    2018     2017  
Cash flows from operating activities:                
Net income (loss)   $ 1,590,000     $ 1,947,000  
Adjustments to reconcile net income (loss) to net cash:                
Stock compensation expense     457,000       456,000  
Foreign exchange loss (gain)     17,000       (19,000 )
Depreciation and amortization     1,257,000       1,238,000  
Provision for doubtful accounts and sales returns     63,000       29,000  
Deferred income taxes     (1,715,000 )     (2,677,000 )
Disposal loss (gain)     -       60,000  
Non-cash R&D services     166,000       306,000  
Impairment of long-lived assets     182,000       -  
Other     (11,000 )     113,000  
Other changes in assets and liabilities:                
Accounts receivable, net     (788,000 )     91,000  
Inventories     216,000       (610,000 )
Costs in excess of billings and unbilled receivables     96,000       (109,000 )
Prepaid expenses and other assets     202,000       243,000  
Accounts payable     (10,000 )     748,000  
Accrued expenses and other liabilities     295,000       (218,000 )
Deferred revenue     112,000       (110,000 )
Net cash from operating activities     2,129,000       1,488,000  
                 
Cash flows from investing activities:                
Proceeds from sale of property, plant and equipment     -       3,000  
Purchases of property, plant and equipment     (2,244,000 )     (913,000 )
Purchases of intangibles     (73,000 )     (69,000 )
Net cash from investing activities     (2,317,000 )     (979,000 )
                 
Cash flows from financing activities:                
Proceeds from issuance of common stock     17,000       17,000  
Principal payments on capital leases     (93,000 )     (106,000 )
Proceeds from (payments of) equipment line of credit, net     742,000       -  
Proceeds from (payments of) long-term debt     (533,000 )     (621,000 )
Net cash from financing activities     133,000       (710,000 )
                 
Effect of exchange rates on cash and cash equivalents     (33,000 )     9,000  
                 
Net change in cash and cash equivalents     (88,000 )     (192,000 )
                 
Cash and cash equivalents, beginning   $ 2,415,000     $ 2,607,000  
Cash and cash equivalents, ending   $ 2,327,000     $ 2,415,000  

 

Supplemental Disclosure of Cash Flow Information – Note 15

 

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

 

F- 7

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018 and 2017

 

Note 1 – Nature of Operations

 

Nature of Operations

 

Dynasil Corporation of America (“Dynasil” or the “Company”) is primarily engaged in the development, marketing and manufacturing of detection, sensing and analysis technology and optical components as well as contract research. The Company’s products and services are used in a broad range of application markets including the homeland security, industrial and medical markets sectors. The products and services are sold throughout the United States (“U.S.”) and internationally.

 

Note 2 – Summary of Significant Accounting Policies

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Principles of Consolidation

 

The accompanying consolidated financial statements include the accounts of Dynasil Corporation of America and its wholly-owned subsidiaries: Optometrics Corporation (“Optometrics”), Evaporated Metal Films Corporation (“EMF”), Radiation Monitoring Devices, Inc. (“RMD”), Hilger Crystals, Ltd (“Hilger”) and Dynasil Biomedical Corp (“Dynasil Biomedical”). Xcede Technologies, Inc. (“Xcede”) is a joint venture between Dynasil Biomedical and Mayo Clinic to spin out and separately fund the development of a tissue sealant technology. As of September 30, 2018, Dynasil Biomedical owned 63% 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 63% 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. All significant intercompany transactions and balances have been eliminated.

 

Revenue Recognition

 

Revenues from the sale of the Company’s products and services are recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collectability is reasonably assured. The Company generally ships products F.O.B. shipping point.

 

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.

 

F- 8

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018 and 2017

 

Note 2 – Summary of Significant Accounting Policies (continued)

 

Revenue Recognition (continued)

 

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 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.

 

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. Using these guidelines, a comprehensive framework was established for determining how much revenue to recognize and when it should be recognized. 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 using a five-step process. 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. 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.

 

As of September 30, 2018, the Company has completed its assessment of the effects of ASU 2014-09 and its amendments on its consolidated financial statements, and has implemented changes to its business processes, systems and controls to support revenue recognition and the related disclosures under this ASU. The Company’s assessment included a detailed review of representative contracts from each of the Company’s revenue streams and a comparison of its historical accounting policies and practices to the new standard. The Company adopted the new standards on October 1, 2018, and did so retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective transition method) ) to all existing contracts that have remaining obligations as of October 1, 2018. Accordingly, the Company has elected to retroactively adjust only those contracts that do not meet the definition of a complete contract at the date of the initial application.

 

The Company believes that this guidance will lead to very few changes in revenue recognition for the standard contracts in both the Optics and the Innovation and Development segments. This new guidance may lead to recognition of certain revenue transactions sooner than in the past on contracts that require the Company to maintain stated inventory levels, as the Company has an enforceable right to payment for the required inventory, and on contracts such as engineering services and design and tooling transactions, as the Company has an enforceable right to payment for these performance obligations satisfied over time. The Company will continue to evaluate all new contract arrangements, but the new accounting standard is not expected to have a material impact on its consolidated financial statements. The cumulative adjustment to opening retained earnings will be insignificant at October 1, 2018. Additionally, the adoption of this new standard is not expected to have any tax impact on the consolidated financial statements.

 

F- 9

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018 and 2017

 

Note 2 – Summary of Significant Accounting Policies (continued)

 

Allowance for Doubtful Accounts Receivable

 

The Company performs ongoing credit evaluations of its customers and adjusts credit limits based upon payment history and the customer's current credit worthiness, as determined by a review of their current credit information. The Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses based upon historical experience and any specific customer collection issues that have been identified. While such credit losses have historically been minimal, within expectations and the provisions established, the Company cannot guarantee that it will continue to experience the same credit loss rates as in the past. A significant change in the liquidity or financial position of any significant customers could have a material adverse effect on the collectability of accounts receivable and future operating results. When all collection efforts have failed and it is deemed probable that a customer account is uncollectible, that balance is written off against the existing allowance.

 

Shipping and Handling Costs

 

Shipping and handling costs are included in the cost of sales. The amounts billed for shipping and included in net revenue were approximately $40,000 and $45,000 for the years ended September 30, 2018 and 2017, respectively.

 

Research and Development

 

The Company expenses research and development costs as incurred. Research and development costs include salaries, employee benefit costs, direct project costs, supplies and other related costs. Substantially all the Innovation and Development segment’s cost of revenue relates to research contracts performed by RMD which are in turn billed to the contracting party. Amounts of research and development included within cost of revenue for the years ended September 30, 2018 and 2017 were $9.9 million and $10.7 million, respectively. Research and development for the Company’s other businesses totaled $0.8 million and $0.9 million in fiscal years 2018 and 2017, respectively.

 

Costs in Excess of Billings and Unbilled Receivables

 

Costs in excess of billings and unbilled receivables relate to research and development contracts and consists of actual costs incurred plus fees in excess of billings at contractual rates.

 

Patent Costs

 

Costs incurred in filing, prosecuting and maintaining patents (principally legal fees) are expensed as incurred and recorded within general and administrative expenses on the consolidated statements of operations. Such costs aggregated approximately $0.4 and $0.3 million for the years ended September 30, 2018 and 2017, respectively. Xcede capitalizes its patents which totaled $0 and $0.1 million at September 30, 2018 and 2017, respectively. In fiscal year 2018, Xcede recorded an impairment of $0.2 million.

 

F- 10

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018 and 2017

 

Note 2 – Summary of Significant Accounting Policies (continued)

 

Inventories

 

Inventories are stated at the lower of average cost or net realizable value. Cost is determined using the first-in, first-out (FIFO) method and includes material, labor and overhead. Inventories consist primarily of raw materials, work-in-process and finished goods.

 

A significant decrease in demand for the Company's products could result in a short-term increase in the cost of inventory and an increase of excess inventory quantities on hand. In addition, as technologies change or new products are developed, product obsolescence could result in an increase in the amount of obsolete inventory quantities on hand. The Company records, as a charge to cost of revenue, any amounts required to reduce the carrying value to net realizable value.

 

Property, Plant and Equipment

 

Property, plant and equipment are recorded at cost or at fair market value for assets acquired in a business combination. Depreciation is provided using the straight-line method over the estimated useful lives of the respective assets. The estimated useful lives of assets for financial reporting purposes are as follows: building and improvements, 8 to 25 years; machinery and equipment, 5 to 20 years; office furniture and fixtures, 5 to 10 years; transportation equipment, 5 years. Maintenance and repairs are charged to expense as incurred; major renewals and betterments are capitalized. When items of property, plant and equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in income.

 

Goodwill

 

The Company annually assesses goodwill impairment at the end of the fourth quarter of the fiscal year by applying a fair value test. In the first step of testing for goodwill impairment, the Company estimates the fair value of each reporting unit. The reporting units with goodwill have been determined to be RMD, which is the Innovation and Development reportable segment, and Hilger, which is a component of the Optics reportable segment. The Company compares the fair value with the carrying value of the net assets assigned to each reporting unit. If the fair value is less than its carrying value, then the Company performs a second step and determines the fair value of the goodwill. In this second step, the fair value of goodwill is determined by deducting the fair value of a reporting unit’s identifiable assets and liabilities from the fair value of the reporting unit as a whole, as if that reporting unit had just been acquired and the purchase price were being initially allocated. If the fair value of the goodwill is less than its carrying value for a reporting unit, an impairment charge is recorded to earnings.

 

To determine the fair value of each of the reporting units as a whole, the Company uses a discounted cash flow analysis, which requires significant assumptions and estimates about the future operations of each reporting unit. Significant judgments inherent in this analysis include the determination of appropriate discount rates, the amount and timing of expected future cash flows and growth rates. The cash flows employed in the discounted cash flow analyses are based on financial forecasts developed internally by management. The discount rate assumptions are based on an assessment of the Company’s risk adjusted discount rate applicable for each reporting unit. In assessing the reasonableness of the determined fair values of the reporting units, the Company evaluates its results against its current market capitalization.

 

F- 11

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018 and 2017

 

Note 2 – Summary of Significant Accounting Policies (continued)

 

Goodwill (continued)

 

In addition, the Company evaluates a reporting unit for impairment if events or circumstances change between annual tests indicating a possible impairment. Examples of such events or circumstances include the following:

 

a significant adverse change in legal status or in the business climate,

 

an adverse action or assessment by a regulator,

 

a more likely than not expectation that a segment or a significant portion thereof will be sold, or

 

the testing for recoverability of a significant asset group within the segment.

 

Intangible Assets

 

The Company's intangible assets consist of acquired customer relationships, trade names, acquired backlog, know-how and provisionally patented technologies. 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.

 

The Company has a trade name related to its subsidiary located in the United Kingdom (“U.K.”) that has been determined to have an indefinite life and is therefore not subject to amortization and is reviewed at least annually for potential impairment. The fair value of the Company’s trade name is estimated and compared to its carrying value to determine if impairment exists. The Company estimates the fair value of this intangible asset based on an income approach using the relief-from-royalty method. This methodology assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to exploit the related benefits of this asset. This approach is dependent on a number of factors, including estimates of future sales, royalty rates in the category of intellectual property, discount rates and other variables. Significant differences between these estimates and actual results could materially affect the Company’s future financial results.

 

F- 12

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018 and 2017

 

Note 2 – Summary of Significant Accounting Policies (continued)

 

Recovery of Long-Lived Assets

 

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 (other than goodwill and any indefinite lived assets) or whether the remaining balances of those assets should be evaluated for possible impairment. Long-lived assets include, for example, customer relationships, trade names, backlog, know-how and provisionally patented technologies. Events or changes in circumstances that may indicate that an asset may be impaired include the following:

 

a significant decrease in the market price of an asset or asset group,

 

a significant adverse change in the extent or manner in which an asset or asset group is being used or in its physical condition,

 

a significant adverse change in legal factors or in the business climate that could affect the value of an asset or asset group, including an adverse action or assessment by a regulator,

 

an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset,

 

a current period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group,

 

a current expectation that, more likely than not, a long-lived asset or asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life, or

 

an impairment of goodwill at a reporting unit.

 

If an impairment indicator occurs, the Company performs a test of recoverability by comparing the carrying value of the asset or asset group to its undiscounted expected future cash flows, including proceeds from the disposition of the asset. The Company groups its long-lived assets for this purpose at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets or asset groups. If the carrying values are in excess of undiscounted expected future cash flows, the Company measures any impairment by comparing the fair value of the asset or asset group to its carrying value.

 

To determine fair value the Company uses discounted cash flow analyses and estimates about the future cash flows of the asset or asset group. This analysis includes a determination of an appropriate discount rate, the amount and timing of expected future cash flows and growth rates. The cash flows employed in the discounted cash flow analyses are typically based on financial forecasts developed internally by management. The discount rate used is commensurate with the risks involved. The Company may also rely on third party valuations and or information available regarding the market value for similar assets.

 

F- 13

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018 and 2017

 

Note 2 – Summary of Significant Accounting Policies (continued)

 

Recovery of Long-Lived Assets (continued)

  

If the fair value of an asset or asset group is determined to be less than the carrying amount of the asset or asset group, impairment in the amount of the difference is recorded in the period that the impairment occurs. Estimating future cash flows requires significant judgment and projections may vary from the cash flows eventually realized.

 

Advertising

 

The Company expenses all advertising costs as incurred. Advertising expense for the years ended September 30, 2018 and 2017 was approximately $145,000 and $135,000, respectively.

 

Retirement Plans

 

The Company has retirement savings plans available to substantially all full time employees which are intended to qualify as deferred compensation plans under Section 401(k) of the Internal Revenue Code and similar laws in the United Kingdom. Pursuant to these plans, employees contribute amounts as required or allowed by the plans or by law. The Company also makes matching contributions in accordance with the terms of the plans.

 

Income Taxes

 

The Company uses the asset and liability approach to account for deferred 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. On November 18, 2016, Dynasil’s ownership in Xcede was reduced to less than 80%. As a result, Xcede is no longer included in Dynasil’s federal consolidated tax return and files a separate federal return. Xcede continues to be included in the Dynasil consolidated state tax filings pursuant to the respective state tax requirements.

 

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.

 

Due to the Tax Cuts and Jobs Act (“2017 Tax Act”) that was signed into law on December 22, 2017, the Company estimated and accounted for the tax implications of the Tax Cuts Act and the resultant changes are reflected in the current financial statements. The Company re-measured certain U.S. deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%, and recorded an income tax expense of $0.7 million related to such re-measurement in 2018. The one-time transition tax is based on the total unremitted earnings of the Company’s foreign subsidiary, Hilger, which has previously been deferred from U.S. income taxes. The Company recorded a provision for its one-time transition liability of its foreign subsidiary resulting in additional income tax expense of $0.2 million in 2018. At September 30, 2018, the Company has completed its accounting for the tax effects of the 2017 Tax Act. See Note 9 – Income Taxes.  

 

F- 14

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018 and 2017

 

Note 2 – Summary of Significant Accounting Policies (continued)

 

Earnings 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 during each period. 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 years ended September 30, 2018 and 2017, no common stock options were included in the calculation of dilutive shares as all of the 160,537 and 196,769 common stock options outstanding, respectively, had exercise prices above the current quarterly average market price per share and their inclusion would be anti-dilutive.

 

The computations of the weighted shares outstanding for the years ended September 30 are as follows:

 

    2018     2017  
Weighted average shares outstanding                
Basic     17,161,825       16,909,412  
Effect of dilutive securities                
Stock Options     -       -  
Restricted Stock     9,698       2,092  
Dilutive Average Shares Outstanding     17,171,523       16,911,504  

 

Stock Based Compensation

 

Stock-based compensation cost is measured using the fair value recognition provisions of the FASB authoritative guidance, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors, including employee stock options, based on estimated fair values. Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized over the requisite service period of the award.

 

F- 15

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018 and 2017

 

Note 2 – Summary of Significant Accounting Policies (continued)

 

Foreign Currency Translation

 

The operations of Hilger, the Company’s foreign subsidiary, use their local currency as its functional currency. Assets and liabilities of the Company’s foreign operations, denominated in their local currency, Great Britain Pounds (GBP), are translated at the rate of exchange at the balance sheet date. Revenue and expense accounts are translated at the average exchange rates during the period. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are included in the foreign currency translation adjustment, a component of accumulated other comprehensive income in stockholders’ equity. Gains and losses generated by transactions denominated in foreign currencies are recorded in the accompanying statement of operations in the period in which they occur.

 

Comprehensive Income (Loss)

 

Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Accumulated comprehensive income (loss) represents cumulative translation adjustments related to Hilger, the Company’s foreign subsidiary. The Company presents comprehensive income and losses in the consolidated statements of operations and comprehensive income (loss).

 

Financial Instruments

 

The carrying amount reported in the balance sheets for cash and cash equivalents, accounts receivable and accounts payable approximates fair value because of the immediate or short-term maturity of these financial instruments. The carrying amounts for fixed rate long-term debt and variable rate long-term debt approximate fair value because the underlying instruments are primarily at current market rates available to the Company for similar borrowings.

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable. In the normal course of business, the Company extends credit to certain customers. Management performs initial and ongoing credit evaluations of its customers and generally does not require collateral.

 

F- 16

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018 and 2017

 

Note 2 – Summary of Significant Accounting Policies (continued)

 

Concentration of Credit Risk

 

The Company maintains allowances for potential credit losses and has not experienced any significant losses related to the collection of its accounts receivable. As of September 30, 2018 and 2017, approximately $1,724,000 and $863,000 or 40% and 25% of the Company’s accounts receivable are due from foreign sales.

 

The Company maintains cash and cash equivalents at various financial institutions in New Jersey, Massachusetts and New York. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $250,000. Hilger also maintains cash and cash equivalents at a financial institution in the U.K. Accounts at this institution are insured by the Financial Services Compensation Scheme, the U.K.’s deposit guarantee scheme, up to £75,000. At September 30, 2018 and 2017, the Company's uninsured bank balances totaled approximately $2.0 million and $1.9 million, respectively. The Company has not experienced any significant losses on its cash and cash equivalents.

 

Recent Accounting Pronouncements

 

Improvements to Employee Share-Based Payment Accounting. In March 2016, the FASB issued ASU No. 2016-09, which intends to simplify several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, a choice to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. The Company adopted this ASU in Fiscal 2018 and it did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

 

Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control. In October 2016, the FASB issued ASU 2016-17, Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control, which amends the consolidation guidance on how a reporting entity that is the single decision maker of a VIE should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. The Company adopted this ASU in Fiscal 2018 and it did not have an impact on the Company’s consolidated financial position, results of operations or cash flows.

 

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. This update is effective for the Company in the fiscal year beginning October 1, 2018, at the time the Company adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). The Company implemented this ASU on October 1, 2018 and it is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

 

F- 17

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018 and 2017

 

Note 2 – Summary of Significant Accounting Policies (continued)

 

Recent Accounting Pronouncements (continued)

 

Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. In October 2016, the FASB issued ASU 2016-16 which eliminates the exception, other than for inventory transfers, under current U.S. GAAP under which the tax effects of intra-entity asset transfers (intercompany sales) are deferred until the transferred asset is sold to a third party or otherwise recovered through use. Upon adoption of ASU 2016-16, the Company will recognize the tax expense from the sale of that asset in the seller’s tax jurisdiction when the transfer occurs, even though the pre-tax effects of that transaction are eliminated in consolidation. Any deferred tax asset that arises in the buyer’s jurisdiction would also be recognized at the time of the transfer. Modified retrospective adoption is required with any cumulative-effect adjustment recorded to retained earnings as of the beginning of the period of adoption. The cumulative-effect adjustment, if any, would consist of the net impact from (1) the write-off of any unamortized tax expense previously deferred and (2) recognition of any previously unrecognized deferred tax assets, net of any necessary valuation allowances. The impact of the adoption of this standard on future periods will be dependent on future asset transfers, which generally occur in connection with acquisitions and other business structuring activities. The Company implemented this ASU on October 1, 2018 and it is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

 

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 in the fiscal year beginning October 1, 2018. The adoption of this standard and it is not expected to have a material impact on the Company’s consolidated financial position, results of operations, or cash flows.

 

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 effective for the Company in the fiscal year beginning October 1, 2018. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position, results of operations, or cash flows.

 

Leases (Topic 842). In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to put most leases on their balance sheets by recognizing a lessee’s rights and obligations, while expenses will continue to be recognized in a similar manner to today’s legacy lease accounting guidance. This ASU could also significantly affect the financial ratios used for external reporting and other purposes, such as debt covenant compliance. This new guidance is effective for the Company beginning in fiscal 2020, with early adoption permitted. In July 20I8, the FASB issued ASU 20I8-11, Leases (Topic 842), Targeted Improvements which provides an additional transition method that allows entities to recognize a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. The Company is currently in the process of assessing the impact of this ASU on its consolidated financial statements with the intention to adopt this ASU in fiscal year 2020.

 

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 by eliminating Step 2 from the Goodwill impairment test. This new guidance is effective for the Company beginning in fiscal year 2021. The adoption of this standard is not expected to have a material impact on the Company’s financial statements.

  

F- 18

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018 and 2017

 

Note 2 – Summary of Significant Accounting Policies (continued)

 

Recent Accounting Pronouncements (continued)

 

Cash and Cash Equivalents

 

The Company generally considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

 

Reclassifications

 

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.

 

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.

 

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.

 

F- 19

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018 and 2017

 

Note 3 – Xcede Technologies, Inc. Joint Venture (continued)

 

Beginning in November 2016, Dynasil invested $1.2 million of cash into Xcede over the following 18 months 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 would be 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 September 30, 2018, the liquidation value of the Series B Preferred would be approximately $1.5 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.

 

F- 20

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018 and 2017

 

Note 3 – Xcede Technologies, Inc. Joint Venture (continued)

 

As of September 30, 2018, DBM owned approximately 63% 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 is no longer included in the Dynasil consolidated federal tax return and the Company is no longer able to offset taxable income or benefit from net operating losses and other tax attributes related to Xcede.

 

In January 2016, Xcede signed three agreements with Cook Biotech Inc. of West Lafayette, Indiana (“CBI”), including a Development Agreement, a License Agreement and a Supply Agreement, in connection with the development, regulatory approval and production of the Xcede 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 CBI, in which CBI 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 CBI, Xcede committed to a multiple draw credit facility in the aggregate amount not to exceed $1.5 million, with three draws of principal 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 was 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 recognized research and development expense as the related services were performed by CBI. There was approximately $166,000 and $306,000 of research and development expense recognized during the twelve months ended September 30, 2018 and 2017, respectively.

 

On July 20, 2018, Xcede received a notice of termination from CBI, in which CBI asserted its termination rights under the Note Agreement and Development Agreement, claiming that the results of a recent animal study showed that it is not commercially reasonable, in CBI’s assessment, to continue to the next development phase of the Patch. Upon a valid termination, CBI has no obligation to conduct further developmental activities with respect to the Xcede Patch, including any further in-kind funding under the Note Agreement between Xcede and CBI. In addition, CBI has asserted that the foregoing study results trigger an immediate repayment of the $500,000 promissory note owed by Xcede to CBI under the Note Agreement, which otherwise has a stated maturity of December 31, 2025. While Xcede vigorously contests this assertion, at this time it is unclear how this matter will be resolved between Xcede and CBI. As this is unresolved, the note is currently classified as short term.

  

F- 21

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018 and 2017

 

Note 3 – Xcede Technologies, Inc. Joint Venture (continued)

 

As there will be no further R&D services performed by CBI, research and development expense of $35,000 was recorded to accrete the note to face value of $0.5 million.

 

In light of the foregoing, Xcede has halted clinical trial preparations at this time and has curtailed its operations to a minimal level while the Board of Directors of Xcede evaluates alternatives, including the viability of modifying the Patch to address the shortcomings cited by CBI and/or the possible sale or license of Xcede IP assets, subject to amending the security interest described above. Additionally, the Company’s RMD subsidiary has begun an investigation of possible continued development of the Xcede Patch, which could include seeking government funding of this development. There can be no assurances with respect to any such alternatives or that any additional outside funding to continue development of Xcede Patch will be available to RMD.

 

Note 4 – Inventories

 

Inventories, net of reserves, at September 30, 2018 and 2017, consisted of the following:

 

    2018     2017  
Raw Materials   $ 2,362,000     $ 2,540,000  
Work-in-Process     890,000       798,000  
Finished Goods     854,000       988,000  
    $ 4,106,000     $ 4,326,000  

 

Note 5 - Property, Plant and Equipment

 

Property, plant and equipment, at September 30, 2018 and 2017, consist of the following:

 

    2018     2017  
Land   $ 158,000     $ 161,000  
Building and improvements     3,591,000       3,474,000  
Machinery and equipment     14,086,000       12,318,000  
Office furniture and fixtures     1,239,000       987,000  
Transportation equipment     53,000       53,000  
      19,127,000       16,993,000  
Less accumulated depreciation     (11,029,000 )     (9,961,000 )
    $ 8,098,000     $ 7,032,000  

 

Depreciation expense for the years ended September 30, 2018 and 2017 was $1,145,000 and $1,135,000, respectively.

 

F- 22

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018 and 2017

 

Note 6 – Intangible Assets

 

Intangible assets, at September 30, 2018 and 2017, consist of the following:

 

    Useful   Gross     Accumulated        
September 30, 2018   Life (years)   Amount     Amortization     Net  
Acquired Customer Base   5 to 15   $ 719,000     $ 601,000     $ 118,000  
Know How   15     512,000       350,000       162,000  
Trade Name   Indefinite     272,000       -       272,000  
Patents   20     223,000       20,000       203,000  
Biomedical Technologies   5     260,000       260,000       -  
        $ 1,986,000     $ 1,231,000     $ 755,000  

 

    Useful   Gross     Accumulated        
September 30, 2017   Life (years)   Amount     Amortization     Net  
Acquired Customer Base   5 to 15   $ 737,000     $ 551,000     $ 186,000  
Know How   15     512,000       316,000       196,000  
Trade Name   Indefinite     281,000       -       281,000  
Patents   20     333,000       9,000       324,000  
Biomedical Technologies   5     260,000       260,000       -  
        $ 2,123,000     $ 1,136,000     $ 987,000  

 

Amortization expense for the years ended September 30, 2018 and 2017 was $112,000 and $104,000, respectively. In fiscal year 2018, the Company recorded an impairment of $182,000.

 

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

 

    2019     2020     2021     2022     2023     Thereafter     Total  
Acquired Customer Base   $ 80,000     $ 38,000     $ -     $ -     $ -     $ -     $ 118,000  
Know How     34,000       34,000       34,000       34,000       26,000       -       162,000  
Patents     15,000       15,000       15,000       15,000       15,000       128,000       203,000  
    $ 129,000     $ 87,000     $ 49,000     $ 49,000     $ 41,000     $ 128,000     $ 483,000  

 

F- 23

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018 and 2017

 

Note 7 – Goodwill

 

The changes to goodwill during the years ended September 30, 2018 and 2017 are summarized as follows:

 

    Contract              
    Research     Optics     Total  
Goodwill at September 30, 2016   $ 4,939,000     $ 959,000     $ 5,898,000  
Currency translation on Hilger Crystals     -       42,000       42,000  
Goodwill at September 30, 2017   $ 4,939,000     $ 1,001,000     $ 5,940,000  
Currency translation on Hilger Crystals     -       (40,000 )     (40,000 )
Goodwill at September 30, 2018   $ 4,939,000     $ 961,000     $ 5,900,000  

 

With respect to the Company's annual goodwill impairment testing performed during the fourth quarter of fiscal year 2018, step one of the testing determined the estimated fair value of RMD (included in the Innovation and Development segment) and Hilger (included in the Optics segment) reporting units exceeded their carrying value by more than 20%. Accordingly, the Company concluded that no impairment had occurred and no further testing was necessary.

 

The step one test for the RMD reporting unit and the resulting calculation of the indicated fair value was performed as described above based on certain specific assumptions. The Company relied on a weighted average cost of capital of approximately 16% for this reporting unit which takes into consideration certain industry and specific premiums. The Company utilized a long term growth rate of approximately 1.5% for this reporting unit which considers industry research and management’s expectations as to the prospects for long term growth in this industry.

 

The step one test for the Hilger reporting unit and the resulting calculation of the indicated fair value was performed as described above based on certain specific assumptions. The Company relied on a weighted average cost of capital of 16% for this reporting unit which takes into consideration certain industry and specific premiums. The Company utilized a long term growth rate of approximately 3% for this reporting unit which considers industry research and management’s expectations as to the prospects for long term growth in this industry. 

 

Determining the fair value using a discounted cash flow method requires significant estimates and assumptions, including market conditions, discount rates, and long-term projections of cash flows. The Company’s estimates are based upon historical experience, current market trends, projected future volumes and other information. The Company believes that the estimates and assumptions underlying the valuation methodology are reasonable; however, different estimates and assumptions could result in a different estimate of fair value. In estimating future cash flows, the Company relies on internally generated projections for a defined time period for revenue and operating profits, including capital expenditures, changes in net working capital, and adjustments for non-cash items to arrive at the free cash flow available to invested capital. A terminal value utilizing a constant growth rate of cash flows is used to calculate a terminal value after the explicit projection period. The future projected cash flows for the discrete projection period and the terminal value are discounted at a risk adjusted discount rate to determine the fair value of the reporting unit.

 

F- 24

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018 and 2017

 

Note 8 – Debt

 

As of September 30, 2018, the Company is in compliance with the financial covenants included in its outstanding indebtedness.

 

Senior Debt

 

On May 1, 2014, the Company entered into a loan and security agreement (the “Bank Loan Agreement”) and line of credit note (the “Note”) with Middlesex Savings Bank, pursuant to which it agreed to provide up to $4.0 million, subject to the availability restrictions described below, under a revolving line of credit loan to the Company for general corporate purposes. The original Bank Loan Agreement provided that the loan expired in May of 2017.

 

The Bank Loan Agreement provides for events of default customary for credit facilities of this type, including but not limited to non-payment, defaults on other debt, misrepresentation, breach of covenants, representations and warranties, insolvency and bankruptcy, change of management, as defined, and the occurrence of a material adverse change, as defined.

 

The Bank Loan Agreement also contains other terms, conditions and provisions that are customary for commercial lending transactions of this sort. The Bank Loan Agreement requires Dynasil, at the close of each fiscal quarter, to maintain a Debt Service Coverage ratio, as defined, of at least 1.20 to 1.00 on a trailing four quarter basis.

 

On February 1, 2016, the Company entered into a $2.0 million Term Note with Middlesex Savings Bank (“Term Note”). The Company converted $2.0 million of outstanding advances under the Company’s Middlesex Bank Line of Credit Note to a new five-year term note bearing interest at the fixed annual rate of 4.5%. As of September 30, 2018, the outstanding principal balance of the Term Note is $1.0 million.

 

The Bank Loan Agreement, the Note and the Term Note are secured by (i) a security interest in substantially all of the Company’s personal property and (ii) sixty-five percent (65%) of Dynasil’s equity interests in its U.K. subsidiary, Hilger Crystals, Ltd. Under the Note, the borrowing base is determined monthly based on eligible billed and unbilled accounts receivable and eligible inventory. The interest rate under the Note is equal to the Prime Rate, but in no event less than 3.25%. As of September 30, 2018, there were no outstanding borrowings and the total availability under the Company’s line of credit was $4.0 million.

 

On May 16, 2017, the Company and Middlesex Savings Bank entered in an agreement to extend the Company’s existing line of credit 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.

 

F- 25

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018 and 2017

 

Note 8 – Debt (continued)

 

Senior Debt (continued)

 

On July 31, 2018, the Company converted the outstanding balance on the equipment line of credit with Middlesex Savings Bank (“Middlesex”) of approximately $750,000 into a five year term note with an interest rate of 5.66%. Additionally, on August 9, 2018, the Company’s equipment line of credit was renewed for $750,000 through April 30, 2019, at which time the outstanding balance will be converted into a five year term note. As part of the renewal process and due to the additional credit being extended to the Company, the Middlesex loan and security agreement was amended on August 9, 2018 to change the maximum debt leverage ratio covenant to 2.5x from 3.0x.

 

On both March 31, 2018 and June 30, 2018, the Company was in compliance with all but one of the financial covenants contained in the loan agreement with Middlesex that requires the Company to maintain certain ratios of earnings before interest, taxes, depreciation and amortization to fixed charges and to total debt and senior debt. On August 9, 2018, Middlesex issued a waiver for these events in the periods ended March 31, 2018 and June 30, 2018, as this circumstance arose due to the timing of equipment purchases as the Company invests for the future. The Company is in compliance with this covenant at September 30, 2018.

 

Subordinated Debt

 

On July 31, 2012, the Company entered into a Note Purchase Agreement (the “Agreement”) with Massachusetts Capital Resource Company (“MCRC”). Pursuant to the terms of the Agreement, the Company issued and sold to MCRC a $3.0 million subordinated note (the “Subordinated Note”) for a purchase price of $3.0 million.

 

The Subordinated Note was scheduled to mature on July 31, 2017, unless accelerated pursuant to an event of default. The Subordinated Note provided for interest at the rate of ten percent (10%) per annum, with interest to be payable monthly on the last day of each calendar month and principal payments of $130,000 beginning on September 30, 2015, and on the last day of each calendar month thereafter through and including July 31, 2017.

 

Effective October 1, 2015, in connection with a prepayment of $2.0 million of the Subordinated Note, MCRC agreed to adjust the interest rate to 6% per annum and to amend the principal repayment terms such that beginning on September 30, 2016, the Company would redeem monthly, without premium, $43,478 in principal amount of Subordinated Note together with all accrued and unpaid interest then due on the amount redeemed through and including July 31, 2018.

 

F- 26

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018 and 2017

 

Note 8 – Debt (continued)

 

Subordinated Debt (continued)

 

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.

 

On January 3, 2018, 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, 2018. Such amendment also increased the interest rate of the note from six percent (6%) to seven percent (7%) per annum.

 

On November 27, 2018, 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, 2019. Such amendment also extended the maturity date from July 31, 2019 to November 30, 2021.

 

Other Debt

 

The Company’s RMD and Optometrics subsidiaries entered into equipment financing notes payable in connection with the purchase of certain equipment. Optometrics entered into equipment financing notes payable with two government agencies for up to $0.5 million. The notes bear interest at 5% to 5.25% and are repayable in monthly installments over a five year period. RMD entered into equipment financing notes payable with a private equipment funding source. The notes bear interest at 8.7% to 14.59% and are repayable in monthly installments through July 2019.

 

Since its inception in October of 2013, the Company’s Xcede joint venture raised $2.9 million through the issuance of convertible notes to external investors, including certain officers and directors of the Company, which bear interest at 5%, due on demand after June 30, 2017. In November 2016, the notes and accrued interest were converted into 5,394,120 shares of preferred stock of Xcede at a 20% discount to the price per share of the investments the Company has committed to make in Xcede, in accordance with the provisions of the notes. See Note 3 – Xcede Technologies, Inc. Joint Venture.

 

In November 2016, Xcede entered into an additional Services Agreement, a Secured Promissory Note, a Loan Agreement, a Security Agreement and an Intellectual Property Security Agreement (collectively the “Note Agreement”) with Cook Biotech, Inc. (CBI), in which CBI 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 CBI, Xcede has committed to a multiple draw credit facility in the aggregate amount not to exceed $1.5 million, with three draws of principal 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 outstanding principal and unpaid interest are due and payable in full at the earlier of closing of an acquisition transaction or December 31, 2025. As of September 30, 2018, Xcede had $0.5 million of outstanding indebtedness owed to CBI. The note was recorded at fair value at issuance net of unamortized discount based on an imputed interest rate of 5.4%. On July 20, 2018, Xcede received a notice of termination from CBI, which included CBI’s assertion that the foregoing study results trigger an immediate repayment of the $500,000 promissory note owed by Xcede to CBI under the Note Agreement and cancelled the remaining availability under the Note Agreement. While Xcede vigorously contests this assertion, at this time it is unclear how this matter will be resolved between Xcede and CBI. The Company carries the promissory note in short-term debt. Upon termination of the CBI agreements, research and development expense of $35,000 was recorded to accrete the note to face value. See Note 3 – Xcede Technologies, Inc. Joint Venture.

   

F- 27

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018 and 2017

 

Note 8 – Debt (continued)

 

Debt at September 30, 2018 and 2017 is summarized as follows:

 

    2018     2017  
Term note payable to Middlesex Savings Bank. The note payable to Middlesex is due in monthly installments of $37,000 for principal and interest through February 2021. The interest rate is 4.52% and the note is secured by an interest in substantially all of the Company's personal property and sixty-five percent of the Company's equity interests in its UK subsidiary, Hilger Crystals, Ltd.   $ 1,024,000     $ 1,415,000  
                 
Equipment term note payable to Middlesex Savings Bank. The note payable to Middlesex is due in monthly installments of $14,000 for principal and interest through July 2023. The interest rate is 5.66% and the note is secured by an interest in substantially all of the Company's personal property and sixty-five percent of the Company's equity interests in its UK subsidiary, Hilger Crystals, Ltd.     742,000       -  
                 
Note payable to Town of Ayer Industrial Development Finance Authority (Ayer) for an equipment line of credit made with Dynasil subsidiary Optometrics. The note payable to Ayer is due in monthly installments totaling $17,000 per year and will be amortized over ten years with a balloon payment at five years from the date of the note. The interest rate is 5.00%. The note is secured by an interest in the equipment purchased with the line.     122,000       141,000  
                 
Note payable to Massachusetts Development Finance Agency (MDFA) for promissory note made with Dynasil subsidiary Optometrics. The note payable to MDFA is due in monthly installments of $6,000 for principal and interest through March, 2019. The interest rate is 5.25%. The note is secured by an interest in substantially all of Optometric's personal property.     36,000       107,000  
                 
Subordinated note payable to Massachusetts Capital Resource Company in monthly installments of $5,000 through November 2019 for interest only, followed by monthly payments of $39,000 of interest and principal through November 2021. The interest rate is fixed at 7.00%.     865,000       870,000  
                 
Note payable to Leaf Capital Funding, LLC (Leaf) for equipment financing with Dynasil subsidiary RMD. The note payable to Leaf was due in monthly installments of $7,000 for principal and interest through February 2018. The interest rate was 14.59%. The note was secured by an interest in the financed equipment.     -       32,000  
                 
Note payable to Leaf Capital Funding, LLC (Leaf) for equipment financing with Dynasil subsidiary RMD. The note payable to Leaf is due in monthly installments of $1,000 for principal and interest through July 2019. The interest rate is 8.70%. The note is secured by an interest in the financed equipment.     14,000       29,000  
                 
Xcede Note agreement with Cook Biotech Inc. to fund pre-clinical testing for Xcede. Credit draw not to exceed $1.5 million, in three draws of $500,000 upon satisfaction of conditions in Note Agreement. Upon termination of the CBI note the remaining $1.0 million is no longer available. Note bears interest at a rate of 2% and is secured  by all the rights of Xcede under the Development Agreement, Supply Agreement, and License Agreement. The note was recorded at inception at fair value net of unamortized discount based on an imputed interest rate of 5.4%. During the year ended September 30, 2018, R&D expense of $35,000 was recorded to accrete the note to face value.     518,000       458,000  
                 
Total Debt   $ 3,321,000     $ 3,052,000  
Less current portion     (1,246,000 )     (2,007,000 )
Long term portion   $ 2,075,000     $ 1,045,000  

 

F- 28

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018 and 2017

 

Note 8 – Debt (continued)

 

The aggregate maturities of debt based on the payment terms of the agreement are as follows:

 

For the years ending on September 30:      
2019   $ 1,246,000  
2020     932,000  
2021     769,000  
2022     233,000  
2023     141,000  
Thereafter     -  
    $ 3,321,000  

 

Unamortized debt issuance costs of $64,000 are net of accumulated amortization of $64,000 at September 30, 2018 and 2017. There was no amortization expense for the year ended September 30, 2018. Amortization expense for the year ended September 30, 2017 was $3,000 and is included in interest expense.

 

Note 9 – Income Taxes

 

Income (loss) before the provision (benefit) for income taxes consists of the following:

 

    2018     2017  
US   $ (67,000 )   $ (626,000 )
Foreign     49,000       (168,000 )
Total   $ (18,000 )   $ (794,000 )

 

The provision (benefit) for income taxes in the accompanying consolidated financial statements consists of the following:

 

    2018     2017  
Current                
Federal   $ 124,000     $ 6,000  
State     15,000       13,000  
Foreign     (32,000 )     (83,000 )
    $ 107,000     $ (64,000 )
                 
Deferred                
Federal   $ (183,000 )   $ (2,642,000 )
State     (1,508,000 )     -  
Foreign     (24,000 )     (35,000 )
      (1,715,000 )     (2,677,000 )
Income tax expense (benefit)   $ (1,608,000 )   $ (2,741,000 )

 

F- 29

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018 and 2017

 

Note 9 – Income Taxes (continued)

 

A reconciliation of the federal statutory rate to the Company's effective tax rate is as follows:

 

    2018     2017  
             
Tax due at statutory rate     24.28 %     34.00 %
                 
State tax provision, net of federal     -9.29 %     -3.49 %
Valuation allowance     **       -78.87 %
Valuation allowance release     **       380.61 %
Foreign tax credits     **       29.34 %
Permanently non-deductible expenses     **       0.00 %
Federal rate change under TCJA     **       0.00 %
Research credit study     **       0.00 %
Foreign rate differential and other     **       -16.54 %
Total     8703.64 %     345.05 %

 

** These values are not meaningful. Please see the subsequent paragraphs of this note for more detailed explanation.

 

Net deferred tax assets (liabilities) consisted of the following at September 30, 2018:

 

    Domestic     Foreign     Worldwide  
                   
Credits   $ 3,530,000     $ -     $ 3,530,000  
NOLs     3,235,000       25,000       3,260,000  
Stock compensation     203,000       -       203,000  
Accruals     209,000       -       209,000  
Other     109,000       -       109,000  
Gross deferred tax assets     7,286,000       25,000       7,311,000  
                         
Valuation allowance     (1,777,000 )     -       (1,777,000 )
Deferred tax assets, net     5,509,000       25,000       5,534,000  
                         
Depreciation     (1,168,000 )     (164,000 )     (1,332,000 )
Intangibles     (7,000 )     (66,000 )     (73,000 )
Gross deferred tax liabilities     (1,175,000 )     (230,000 )     (1,405,000 )
                         
Net deferred tax asset (liability)   $ 4,334,000     $ (205,000 )   $ 4,129,000  

 

F- 30

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018 and 2017

 

Note 9 – Income Taxes (continued)

 

Net deferred tax assets (liabilities) consisted of the following at September 30, 2017:

 

    Domestic     Foreign     Worldwide  
                   
Credits   $ 1,456,000     $ -     $ 1,456,000  
NOLs     3,750,000       26,000       3,776,000  
Stock compensation     205,000       -       205,000  
Accruals     352,000       -       352,000  
Intangibles     5,000       -       5,000  
Other     140,000       -       140,000  
Gross deferred tax assets     5,908,000       26,000       5,934,000  
                         
Valuation allowance     (2,342,000 )     -       (2,342,000 )
Deferred tax assets, net     3,566,000       26,000       3,592,000  
                         
Depreciation     (902,000 )     (181,000 )     (1,083,000 )
Intangibles     (22,000 )     (79,000 )     (101,000 )
Gross deferred tax liabilities     (924,000 )     (260,000 )     (1,184,000 )
                         
Net deferred tax asset (liability)   $ 2,642,000     $ (234,000 )   $ 2,408,000  

 

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 the conversion of the Xcede convertible notes and accrued interest to preferred stock in November 2016 (see Note 3), the Company’s ownership percentage in Xcede decreased to less than 80%. Xcede, therefore, is no longer included in Dynasil’s federal consolidated tax return and files a separate federal return. Xcede will continue to be included in the Dynasil consolidated state tax filings pursuant to the respective state tax requirements.

 

As a result of Xcede’s de-consolidation from the Company’s federal tax returns, the Company is no longer 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 was reversed resulting in an income tax benefit in the amount of $2.7 million during the twelve months ended September 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.

 

F- 31

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018 and 2017

 

Note 9 – Income Taxes (continued)

 

As a result of Xcede’s decision to halt clinical trial preparations and curtail operations to a minimal level while the Board of Directors of Xcede evaluates alternative avenues to develop the Xcede Patch, following the July 2018 notice of termination from Cook Biotech Inc. (“CBI”) claiming that the results of a recent animal study showed that it is not commercially reasonable, in CBI’s assessment, to continue to the next development phase of the Xcede Patch, the Company has concluded that it is more likely than not that the deferred tax assets associated with the Company’s unitary state filings will be realized based on future profit for the group and thus has reversed the related valuation allowance on the Company’s NOLs of approximately $0.6 million. In addition, the Company conducted a research and experimentation study which released the tax valuation allowance and increased deferred tax assets by $0.6 million. The reversal results in an income tax benefit of approximately $1.2 million recorded during the year ended September 30, 2018.

 

The valuation allowance will continue to be addressed independently for the Company and Xcede, instead of on a consolidated basis. The net change in the valuation allowances for the years ending September 30, 2018 and 2017 was ($0.6) million and ($2.4) million, respectively.

 

On December 22, 2017, the 2017 Tax Act was signed into law. The 2017 Tax Act, which was effective on December 22, 2017, significantly revised the U.S. tax code by, among other changes, lowering the corporate income tax rate from 35% to 21%, requiring a one-time transition tax on accumulated foreign earnings of certain foreign subsidiaries that were previously tax deferred and creating new taxes on certain foreign sourced earnings. At September 30, 2018, the Company has completed its accounting for the tax effects of the 2017 Tax Act.

 

The Company re-measured certain U.S. deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%, and recorded an income tax expense of $0.7 million related to such re-measurement in 2018.

 

The one-time transition tax is based on the total unremitted earnings of the Company’s foreign subsidiary, Hilger, which has previously been deferred from U.S. income taxes. The Company recorded a provision for its one-time transition liability of its foreign subsidiary resulting in additional income tax expense of $0.2 million in 2018.

 

As of September 30, 2018 and 2017, the Company has federal net operating losses of $9.0 million and $8.1 million, respectively. As of September 30, 2018 and 2017, the Company has state net operating losses of $19.3 million and $16.9 million, respectively. The federal and state net operating losses begin expiring in 2033 and 2026, respectively. At September 30, 2018 and 2017, the Company has foreign net operating loss carryforwards of approximately $147,000 and $151,000, respectively which can be carried forward indefinitely.

 

As of September 30, 2018 and 2017, the Company has federal research credits of $2.9 million and $1.4 million, respectively. The $2.9 million primarily resulted from a benefit in the second quarter related to R&E tax credits for the years ended 2013 through 2016. The federal credits begin expiring in fiscal year 2030. As of September 30, 2018 and 2017, the Company has state research credits of $852,000 and $70,000, respectively. The state credits begin expiring in fiscal year 2027.

 

F- 32

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018 and 2017

 

Note 9 – Income Taxes (continued)

 

As of September 30, 2018 and 2017, the Company has no unrecorded 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 September 30, 2018 and 2017, the Company has no accrued interest or penalties related to uncertain tax positions.

 

The Company is subject to taxation in the United States, various states, and the United Kingdom. At September 30, 2018, domestic tax years from fiscal 2011 through fiscal 2017 remain open to examination by the United States taxing authorities and tax years 2015 through 2018 remain open in the United Kingdom.

 

Note 10 – Stockholders’ Equity

 

Stock Based Compensation

 

The Company adopted Stock Incentive Plans in 1996, 1999 and 2010 (the “Plans”) which provide for, among other incentives, the granting to officers, directors, employees and consultants options to purchase shares of the Company’s common stock. The Plans also allow eligible persons to be issued shares of the Company’s common stock either through the purchase of such shares or as a bonus for services rendered to the Company. Shares are generally issued at the fair market value on the date of issuance. The maximum number of shares of common stock which may be issued under the 2010 Stock Incentive Plan is 6,000,000, of which 3,166,698 and 3,372,881 shares of common stock are available for future purchases under the plan, at September 30, 2018 and 2017, respectively. Options are generally exercisable at the fair market value or higher on the date of grant over a three to five year period currently expiring through 2020.

 

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 exercises and employee terminations 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 0.0% because historically the Company has not paid dividends on common stock.

 

The Company’s Xcede joint venture adopted an Equity Incentive Plan in 2013 which provides for, among other incentives, the granting to officers, directors, employees and consultants options to purchase shares in Xcede’s common stock. The options granted generally vest over a 3 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. As of September 30, 2018, 1,699,044 options remained in this plan.

 

F- 33

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018 and 2017

 

Note 10 – Stockholders’ Equity (continued)

 

Stock Based Compensation (continued)

 

Stock compensation expense is recorded in general and administrative expenses and is presented below for the years ended September 30, 2018 and 2017:

 

    2018     2017  
Stock Grants   $ 287,000     $ 241,000  
Restricted Stock Grants     55,000       52,000  
Option Grants     17,000       50,000  
Employee Stock Purchase Plan     3,000       3,000  
Subsidiary Option Grants     95,000       110,000  
Total   $ 457,000     $ 456,000  

 

At September 30, 2018 there was approximately $56,000 in unrecognized stock compensation cost for Dynasil, which is expected to be recognized over a weighted average period of twelve months. At September 30, 2018, the Company’s Xcede joint venture had $43,000 of unrecognized stock compensation expense associated with stock options expected to be recognized over a weighted average period of five months.

 

F- 34

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018 and 2017

 

Note 10 – Stockholders’ Equity (continued)

 

Restricted Stock Grants

 

A summary of restricted stock activity for the years ended September 30, 2018 and 2017 is presented below:

 

Restricted Stock Activity for the Year ended

September 30, 2018

  Shares     Weighted-Average
Grant-Date Fair Value
 
Nonvested at September 30, 2017     70,000     $ 1.73  
                 
Granted     20,000     $ 1.37  
Vested     (30,000 )   $ 1.73  
Cancelled     -       -  
Nonvested and expected to vest at September 30, 2018     60,000     $ 1.61  

 

Restricted Stock Activity for the Year ended
September 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 and expected to vest at September 30, 2017     70,000     $ 1.73  

 

F- 35

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018 and 2017

 

Note 10 – Stockholders’ Equity (continued)

 

Stock Option Grants

 

A summary of stock option activity for the years ended September 30, 2018 and 2017 is presented below:

 

    Options
Outstanding
    Weighted Average
Exercise Price per
Share ($)
    Weighted Average
Remaining
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          
Exercised     -       -          
Cancelled     (21,980 )     3.03          
Balance at September 30, 2017     196,769       1.98       1.64  
Outstanding and exercisable at September 30, 2017     196,769       1.98       1.64  
Granted     -       -          
Exercised     -       -          
Cancelled     (36,232 )     1.82          
Balance at September 30, 2018     160,537       2.01       0.93  
Outstanding and exercisable at September 30, 2018     160,537       2.01       0.93  

 

Stock options outstanding at September 30, 2018 are described as follows:

 

Outstanding Stock Options at September 30, 2018  
Range of
Exercise
Prices
    Options
Outstanding
   

Weighted
Average
Contractual

Life (years)

   

Weighted
Average

Exercise
Price

    Options
Exercisable
    Weighted
Average
Exercise
Price
 
$ 1.80 - 1.99       95,602       1.34     $ 1.80       95,602     $ 1.80  
  2.00 - 2.33       64,935       0.34       2.33       64,935       2.33  
$ 1.80 - 2.33       160,537       0.93     $ 2.01       160,537     $ 2.01  

 

During the year ended September 30, 2018, no stock options were granted. During the year ended September 30, 2017, 95,602 stock options were granted with a grant date fair value of $1.35 and an exercise price of $1.80. All options granted in the year ended September 30, 2017 vested on the grant dates and no stock options were exercised in either the year ended September 30, 2018 or 2017.

 

F- 36

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018 and 2017

 

Note 10 – Stockholders’ Equity (continued)

 

Subsidiary Stock Option Grants

 

A summary of Xcede stock option activity for the years ended September 30, 2018 and 2017 is presented below:

 

    Options
Outstanding
    Weighted Average
Exercise Price per
Share ($)
    Weighted Average
Remaining
Contractual Term
(in Years)
 
Balance, expected to vest, 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, expected to vest, at September 30, 2017     1,375,956       1.00       8.70  
Outstanding and exercisable at September 30, 2017     923,617       1.00       8.30  
Granted     -       -          
Exercised     -       -          
Cancelled     (75,000 )     1.00          
Balance, expected to vest, at September 30, 2018     1,300,956       1.00       7.31  
Outstanding and exercisable at September 30, 2018     1,229,685       1.00       7.11  

 

Employee Stock Purchase Plan

 

On December 13, 2018, the Company adopted a Second Amended and Restated Employee Stock Purchase Plan. The existing plan was amended to extend the termination date to September 30, 2030. The Employee Stock Purchase Plan permits substantially all employees to purchase up to $20,000 of common stock per calender year at a purchase price of 85% of the fair market value of the shares. Under the Plan, a total of 450,000 shares have been reserved for issuance of which 350,751 and 334,855 shares have been issued as of September 30, 2018 and 2017, respectively.

 

During the years ended September 30, 2018 and 2017, 15,896 shares and 16,058 shares of common stock were issued under the Plan for aggregate purchase prices of $17,480 and $17,118, respectively.

 

F- 37

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018 and 2017

 

Note 11– Retirement Plans

 

Defined Contribution Plans

 

The Company has retirement savings plans available to substantially all full time employees which are intended to qualify as deferred compensation plans under Section 401(k) of the Internal Revenue Code (the “401k Plans”) or similar laws in the United Kingdom. The Company made contributions to these plans during both the years ended September 30, 2018 and 2017 of approximately $179,000 and $187,000, respectively.

 

Note 12 – Lease Agreements

 

Capital Leases

 

The Company has entered into long-term capital lease agreements for purchases of various computer and telephone equipment at a weighted average interest rate of 7.7%. At September 30, 2018 and 2017, the remaining principal payments due under all capital leases were $92,000 and $172,000, respectively. Aggregate minimum annual principal and interest obligations at September 30, 2018, under non-cancelable leases are as follows:

 

    2019     2020     2021     2022     2023     Total  
                                     
Capital Lease Obligations   $ 45,000     $ 35,000     $ 21,000     $ -     $ -     $ 101,000  

 

Property Leases

 

The Company has non-cancelable operating lease agreements, primarily for property, that expire through 2025. One of the Company’s facilities is leased from a company controlled by the estate of the former owner of RMD. This building is leased as a month-to-month tenancy and will continue until terminated by either the Company, with not less than six months’ prior written notice, or the facility’s owner, with not less than three years’ prior written notice (see Note 13). Rent expense for both the years ended September 30, 2018 and 2017 amounted to $1.6 million. Future non-cancelable minimum lease payments under property leases as of September 30, 2018 are as follows:

 

Years ending September 30,

 

2019   $ 962,000  
2020     385,000  
2021     325,000  
2022     204,000  
2023     100,000  
thereafter     146,000  
Total   $ 2,122,000  

 

F- 38

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018 and 2017

 

Note 13 - Related Party Transactions

 

During the years ended September 30, 2018 and 2017, building lease payments of $1,071,000 and $1,040,000, respectively were paid to Charles River Realty, dba Bachrach, Inc., which is owned by The Gerald Entine 1988 Family Trust (the “Entine Trust”). The late Dr. Entine was a former director and employee of the Company, as well as a greater than 5% beneficial owner of the Company’s stock until his death in May of 2018. The Entine Trust retains a greater than 5% beneficial ownership in the Company’s stock.

 

In October 2013, the Company’s subsidiary, Dynasil Biomedical, formed Xcede Technologies, Inc., a joint venture with Mayo Clinic, to spin out and separately fund the development of its tissue sealant technology. Xcede issued $5.1 million of convertible promissory notes in order to fund its operations, including $2.2 million to the Company, which were eliminated in the consolidated financial statements. Peter Sulick (Dynasil President, CEO and Director) and family members invested $1,065,000, Mr. Lawrence Fox (Dynasil Director) invested, $150,000, Dr. Zuckerman (Xcede CEO and director) and family invested $125,000, Dr. Hagan (Dynasil Director) invested $25,000, Kanai Shah (RMD President) invested $25,000 and the Entine Trust invested $100,000 in Xcede and were issued convertible promissory notes in those original principal amounts. In November 2016, the Company converted these promissory notes into preferred stock.

 

As of September 30, 2018, Mr. Sulick and family own the equivalent of 11.4% of Xcede’s outstanding common stock, Mr. Fox owns the equivalent of 1.7% of Xcede’s outstanding common stock, Dr. Zuckerman and family own the equivalent of 1.3% of Xcede’s outstanding common stock, Dr. Hagan owns the equivalent of 0.3% of Xcede’s outstanding common stock, Dr. Shah owns the equivalent of 0.3% of Xcede’s outstanding common stock and the Entine Trust owns the equivalent of 1.1% of Xcede’s outstanding common stock.

 

Note 14 - Vendor Concentration

 

The Company purchased $2.1 million and $1.4 million respectively, of its raw materials from one supplier during the years ended September 30, 2018 and 2017. As of September 30, 2018 and 2017, amounts due to this supplier included in accounts payable were $258,000 and $160,000, respectively.

 

F- 39

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018 and 2017

 

Note 15 – Supplemental Disclosure of Cash Flow Information

 

    2018     2017  
Cash Paid during the year for:                
Interest   $ 148,000     $ 174,000  
                 
Income taxes (refunds)   $ (78,000 )   $ (10,000 )
                 
Non cash activities:                
Assets purchased under capital leases   $ 12,000     $ -  
                 
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  

 

Note 16 – Segment, Customer and Geographical Reporting

 

Segment Financial Information

 

Operating segments are based upon Dynasil’s internal organizational structure, the manner in which the operations are managed, the criteria used by the Chief Operating Decision Makers (CODM) to evaluate segment performance and the availability of separate financial information. Dynasil reports three reportable segments: optics (“Optics”), innovation and development (formerly Contract Research, now “Innovation and Development”), 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. Dynasil’s 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 Innovation and Development 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 the Company’s stock of the Xcede joint venture which is developing a tissue sealant technology and currently has no other operations.

 

F- 40

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018 and 2017

 

Note 16 – Segment, Customer and Geographical Reporting (continued)

 

The Company’s segment information is summarized below:

 

Results of Operations for the Fiscal Year Ended September 30,
2018
    Optics     Innovation and
Development
(formerly
Contract
Research)
    Biomedical     Total  
Revenue   $ 23,053,000     $ 17,628,000     $ -     $ 40,681,000  
Gross profit     7,667,000       7,569,000       -       15,236,000  
GM %     33 %     43 %     -       37 %
Operating expenses     7,003,000       7,072,000       817,000       14,892,000  
(Gain) loss on sale of assets     -       -       -       -  
Impairment of long-lived assets     -       -       182,000       182,000  
Operating income (loss)     664,000       497,000       (999,000 )     162,000  
                                 
Depreciation and amortization     1,006,000       237,000       14,000       1,257,000  
Capital expenditures     2,033,000       211,000       73,000       2,317,000  
                                 
Intangibles, net     390,000       162,000       203,000       755,000  
Goodwill     961,000       4,939,000       -       5,900,000  
Total assets   $ 22,946,000     $ 8,376,000     $ 210,000     $ 31,532,000  

 

Results of Operations for the Fiscal Year Ended September 30,
2017
    Optics     Innovation and
Development
(formerly
Contract
Research)
    Biomedical     Total  
Revenue   $ 19,282,000     $ 18,002,000     $ -     $ 37,284,000  
Gross profit     6,562,000       7,336,000       -       13,898,000  
GM %     34 %     41 %     -       37 %
Operating expenses     6,183,000       6,856,000       1,381,000       14,420,000  
(Gain) loss on sale of assets     -       -       60,000       60,000  
Impairment of long-lived assets     -       -       -       -  
Operating income (loss)     379,000       480,000       (1,441,000 )     (582,000 )
                                 
Depreciation and amortization     970,000       257,000       11,000       1,238,000  
Capital expenditures     575,000       338,000       69,000       982,000  
                                 
Intangibles, net     467,000       196,000       324,000       987,000  
Goodwill     1,001,000       4,939,000       -       5,940,000  
Total assets   $ 20,445,000     $ 8,078,000     $ 574,000     $ 29,097,000  

 

F- 41

 

 

DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018 and 2017

 

Note 16 – Segment, Customer and Geographical Reporting (continued)

 

Customer Financial Information

 

For the year ended September 30, 2018, there was one customer that represented 10% of the total Optics segment revenue. For the year ended September 30, 2017, there were no customers that represented more than 10% of the total Optics segment revenue.

 

For the years ended September 30, 2018 and 2017, the top three customers for the Innovation and Development segment were each various agencies of the U.S. Government. For the years ended September 30, 2018 and 2017, these customers made up 60% and 55%, respectively, of Innovation and Development revenue.

 

The Biomedical segment did not have any revenue in the years ending September 30, 2018 and 2017.

 

Geographic Financial Information

 

Revenue by geographic location in total and as a percentage of total revenue, for the years ended September 30, 2018 and 2017 are as follows:

 

    2018     2017  
Geographic Location   Revenue     % of Total     Revenue     % of Total  
United States   $ 30,765,000       76 %   $ 29,154,000       78 %
Europe     6,491,000       16 %     4,397,000       12 %
Other     3,425,000       8 %     3,733,000       10 %
    $ 40,681,000       100 %   $ 37,284,000       100 %

 

Note 17 – Subsequent Events

 

On November 27, 2018, 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, 2019. Such amendment also extended the maturity date from July 31, 2019 to November 30, 2021.

 

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

 

F- 42

 

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

There were no disputes or disagreements of any nature between the Company or its management and its public auditors with respect to any aspect of accounting or financial disclosure.

 

ITEM 9A. 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 included 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 September 30, 2018. Based on this evaluation, our management concluded that as of September 30, 2018, these disclosure controls and procedures were not effective as a result of the material weakness in our internal control over financial reporting discussed in detail below.

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

 

Management's Annual Report on Internal Control over Financial Reporting.

 

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of, the Company's principal executive and principal financial officers, or persons performing similar functions, and effected by the Company's board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:

 

  pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
     
  provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
     
  provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

 

Because of inherent limitations, no matter how well designed and operated, internal control over financial reporting may not prevent or detect misstatements and can only provide reasonable assurance of achieving the desired control objectives. In addition, the design of internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

 

Our management performed the evaluation of our internal control over financial reporting under the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in  Internal Control—An Integrated Framework  (September 2013).

 

32

 

 

Management identified a material weakness in our internal control over financial reporting at September 30, 2018 in connection with our controls over the revenue recognition process. Specifically, we lacked personnel with an appropriate level of knowledge, experience and training in contract review and management to provide reasonable assurance that revenue was being properly recorded in accordance with GAAP. Additionally, as our cost recognition system for contract revenue is a manual entry system, training and completeness need greater attention to detail

 

This material weakness resulted in material post-closing adjustments reflected in the financial statements for the year ended September 30, 2018. The post-closing adjustments resulted in increases to revenue of $266,000, cost of revenue of $234,000, current assets of $311,000, and current liabilities of $279,000. The net effect to gross profit and income from operations is $32,000.

 

We determined that controls over the revenue recognition process were not operating effectively and the resulting control deficiency amounted to a material weakness in our controls over financial reporting. As a result, we have concluded that the Company’s internal control over financial reporting was not effective as of September 30, 2018.

 

During the periods following our initial identification of the material weakness referred to above, management assessed various alternatives to remediate this material weakness and we implemented additional changes to our system of internal controls, which included the implementation of enhanced internal auditing procedures, whereby a comprehensive review form is prepared for all new revenue transactions. Management identified the following measures to strengthen our internal control over financial reporting and to address the material weakness described above. 

 

· Establishing and implementing a new detailed revenue recognition policy;
· Enhancing procedures to help ensure that all new contracts are reviewed, detailed in a memorandum, which includes a required checklist to identify key revenue components, and reviewed by senior management on a timely basis prior to revenue recognition.

 

Our review process has been expanded to include reviews by the Chief Financial Officer to ensure the correct accounting methodology is applied to all revenue transactions. While this implementation phase is underway, we are relying on extensive manual procedures, including the use of qualified external consultants and management detailed reviews to assist us with meeting the objectives otherwise fulfilled by an effective internal control. A key element of our remediation effort is the ability to recruit and retain qualified individuals to support our remediation efforts. We began implementing certain of these measures prior to the filing of this Form 10-K but changes made to our internal controls have not yet been in place for a sufficient time to have had a significant effect. We expect to continue to develop remediation plans and implement additional measures throughout our fiscal year 2019 and possibly into fiscal year 2020.

 

The foregoing material weakness resulted in a reasonable possibility that a material misstatement in our annual or interim consolidated financial statements may not be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

We believe that the remediation measures described above will strengthen our internal control over financial reporting and remediate the material weakness we have identified. We are committed to continuing to improve our internal control processes and will continue to diligently review our financial controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we may take additional measures to address control deficiencies and upgrade or enhance existing internal controls as our business grows.

 

Changes in Internal Control Over Financial Reporting

 

Effective October 1, 2018, we implemented ASC 606, Revenue from Contracts with Customers. Changes were made to the relevant business processes and the related control activities in order to monitor and maintain appropriate controls over financial reporting. There were no other changes in our internal controls over financial reporting during the fiscal year ended September 30, 2018 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

ITEM 9B. OTHER INFORMATION

 

None.

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

The information required by this Item 10 is hereby incorporated by reference to our definitive proxy statement to be filed by us within 120 days after the close of our fiscal year.

 

We have adopted a Code of Conduct that applies to all employees including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The text of our Code of Conduct is posted in the “Investor Information—Corporate Governance” section of our website, www.dynasil.com.

 

We intend to disclose on our website any amendments to, or waivers from, our Code of Business Conduct and Ethics that are required to be disclosed pursuant to the disclosure requirements of Item 5.05 of Form 8-K.

 

33

 

 

ITEM 11. EXECUTIVE COMPENSATION 

 

The information required by this Item 11 is hereby incorporated by reference to our definitive proxy statement to be filed by us within 120 days after the close of our fiscal year.

   

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The information required by this Item 12 is hereby incorporated by reference to our definitive proxy statement to be filed by us within 120 days after the close of our fiscal year.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

The information required by this Item 13 is hereby incorporated by reference to our definitive proxy statement to be filed by us within 120 days after the close of our fiscal year.

 

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 

The information required by this Item 14 is hereby incorporated by reference to our definitive proxy statement to be filed by us within 120 days after the close of our fiscal year.

 

PART IV

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

(a) (1) The financial statements are included under Part II, Item 8 of this Report.

 

(2) Schedules are omitted because they are not applicable, or are not required, or because the information is included in the consolidated financial statements and the notes thereto.

 

(3) EXHIBITS –

 

The exhibits are listed below under Part IV, Item 15(b) of this Report.

 

(b) EXHIBITS

 

3.01 Certificate of Incorporation of the Company, filed as Exhibit A to the Definitive Proxy Statement filed on January 4, 2008 and incorporated herein by reference.
   
3.02 Certificate of Merger of Foreign Corporation into a Domestic Corporation, dated February 29, 2008, filed as Exhibit 3.02 to Form 8-A filed on December 16, 2010 and incorporated herein by reference.
   
3.03 Certificate of Amendment of Certificate of Incorporation, dated March 6, 2008, filed as Exhibit 3.03 to Form 8-A filed on December 16, 2010 and incorporated herein by reference.
   
3.04 Certificate of Amendment of Certificate of Incorporation, dated February 26, 2009, filed as Exhibit 3.1 to Form 10-Q filed on May 15, 2009 and incorporated herein by reference.
   
3.05 Certificate of Designation of Preferred Stock of Dynasil Corporation of America, dated March 27, 2009, filed as Exhibit 3.05 to Form 8-A filed on December 16, 2010 and incorporated herein by reference.
   
3.06 Bylaws of the Company, filed as Exhibit B to the Definitive Proxy Statement filed on January 4, 2008 and incorporated herein by reference.

 

34

 

   
10.01* 2010 Stock Incentive Plan, filed as Exhibit 99 to the Definitive Proxy Statement filed on January 5, 2010 and incorporated herein by reference .
   
10.02 Loan and Security Agreement by and between Middlesex Savings Bank, as Lender, and the Company, as Borrower, dated as of May 1, 2014, filed as Exhibit 10.1 to Form 8-K filed on May 2, 2014 and incorporated herein by reference.
   
10.03 Revolving Line of Credit by and between Middlesex Savings Bank, as Lender, and the Company, as Borrower, dated as of May 1, 2014, filed as Exhibit 10.2 to Form 8-K filed on May 2, 2014 and incorporated herein by reference.
   
10.04 Loan Document Modification Agreement between the Company and Middlesex Savings Bank, dated September 29, 2015, filed as Exhibit 10.04 to Form 10-K filed on December 17, 2015 and incorporated herein by reference.
   
10.05 Note Purchase Agreement between the Company and Massachusetts Capital Resource Company, dated July 31, 2012, filed as Exhibit 10.1 to Form 8-K filed on August 6, 2012 and incorporated herein by reference.
   
10.06 Amendment No. 1 to Note Purchase Agreement between the Company and Massachusetts Capital Resource Company, dated September 26, 2013, filed as Exhibit 10.19 to Form 10-K filed on December 20, 2013 and incorporated herein by reference.
   
10.07 Amendment to Note Purchase Agreement between the Company and Massachusetts Capital Resource Company, dated October 1, 2015, filed as Exhibit 10.07 to Form 10-K filed on December 17, 2015 and incorporated herein by reference.
   
10.08 Lease Agreement between RMD Instruments, Inc. and Charles River Realty, dated July 1, 2008, filed as Exhibit 10.5 to Form 8-K filed on July 7, 2008 and incorporated herein by reference.
   
10.09 Lease Agreement between Radiation Monitoring Devices, Inc. and Charles River Realty, dated July 1, 2008, filed as Exhibit 10.6 to Form 8-K filed on July 7, 2008 and incorporated herein by reference.
   
10.14* Second Amended and Restated Employee Stock Purchase Plan, dated December 13, 2018, filed herewith.
   
10.15 Omnibus Amendment to Leases, dated December 6, 2012, filed as Exhibit 10.1 to Form 8-K filed on December 12, 2012 and incorporated herein by reference.
   
10.16* Employment Letter dated November 13, 2015 between the Company and Robert J. Bowdring, filed as Exhibit 10.1 to Form 8-K filed on November 13, 2015 and incorporated herein by reference.
   
10.18 Term Note Agreement between the Company and Middlesex Savings Bank, dated February 1, 2016, filed as Exhibit 10.1 to Form 10-Q filed on February 11, 2016 and incorporated herein by reference.
   
10.19 Third Amendment to the Loan and Security Agreement between the Company and Middlesex Savings Bank, dated May 16, 2017, filed as Exhibit 10.01 to Form 10-Q filed on August 14, 2017 and incorporated herein by reference.
   
10.20 Line of Credit by and between Middlesex Savings Bank, as Lender, and the Company, as Borrower, dated as of May 16, 2017, filed as Exhibit 10.02 to Form 10-Q filed on August 14, 2017 and incorporated herein by reference.

 

35

 

   
10.21 Second Amendment to Note Purchase Agreement between the Company and Massachusetts Capital Resource Company, dated January 3, 2018, filed as Exhibit 10.01 to Form 10-Q filed on February 13, 2018 and incorporated herein by reference.
   
10.22 Equipment Line of Credit Term Note between the Company and Middlesex Savings Bank, dated July 31, 2018 and filed herewith.
   
10.23 Loan Document Modification Agreement to the Line of Credit between the Company and Middlesex Savings Bank , dated August 9, 2018 and filed herewith.
   
10.24 Equipment Line of Credit Note between the Company and Middlesex Savings Bank, dated August 13, 2018 and filed herewith.
   
10.25 Amendment to Note Purchase Agreement between the Company and Massachusetts Capital Resource Company, dated November 27, 2018 and filed herewith.
   
21.1 Subsidiaries of the Company, filed herewith.
   
23.1 Consent of RSM US LLP, filed herewith.
   
31.1(a) Rule 13a-14(a)/15d-14(a) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
   
31.1(b) Rule 13a-14(a)/15d-14(a) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
   
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) furnished herewith.
   
99.1 Press release, dated December 21, 2018 issued by Dynasil Corporation of America announcing the filing of its Annual Report on Form 10-K, filed herewith.
   
101** The following materials from the Company’s Annual Report on Form 10-K for the year ended September 30, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of September 30, 2018 and September 30, 2017, (ii) Consolidated Statements of Operations and Comprehensive Income and Loss for the years ended September 30, 2018 and 2017, (iii) Consolidated Statements of Changes in Stockholders’ Equity for the years ended September 30, 2018 and 2017; (iv) Consolidated Statements of Cash Flows for the years ended September 30, 2018 and 2017, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text.

  

 

* Management contract or compensatory plan or arrangement.

 

ITEM 16. FORM 10-K SUMMARY

 

Not applicable.

 

36

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act, 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  
  Peter Sulick, President and CEO (Principal Executive Officer)  
     
DATED: December 21, 2018  

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

 

Signature   Title   Date
           
BY: /s/ Robert J. Bowdring   Chief Financial Officer (Principal   December 21, 2018
  Robert J. Bowdring   Financial and Accounting Officer)    
           
BY: /s/ Peter Sulick   Chairman of the Board of Directors,   December 21, 2018
  Peter Sulick   President, Chief Executive Officer    
      (Principal Executive Officer)    
           
BY: /s/ Craig Dunham   Director   December 21, 2018
  Craig Dunham        
           
BY: /s/ Lawrence Fox   Director   December 21, 2018
  Lawrence Fox        
           
BY: /s/ William K. Hagan   Director   December 21, 2018
  William K. Hagan        
           
BY: /s/ David Kronfeld   Director   December 21, 2018
  David Kronfeld        
           
BY: /s/ Thomas Leonard   Director   December 21, 2018
  Thomas Leonard        
           
BY: /s/ Alan Levine   Director   December 21, 2018
  Alan Levine        

 

37

 

 

Exhibit 10.14

 

DYNASIL CORPORATION OF AMERICA

 

SECOND AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN

 

DECEMBER 13, 2018

 

I.            PURPOSE OF THE PLAN

 

This Second Amended and Restated Employee Stock Purchase Plan is intended to promote the interests of Dynasil Corporation of America by providing eligible employees with the opportunity to acquire a proprietary interest in the Corporation through participation in an employee stock purchase plan designed to qualify under Section 423 of the Code.

 

Capitalized terms herein shall have the meanings assigned to such terms in the attached Appendix as set forth in the text.

 

II.           ADMINISTRATION OF THE PLAN

 

The Plan Administrator shall have full authority to interpret and construe any provision of the Plan and to adopt such rules and regulations for administering the Plan as it may deem necessary in order to comply with the requirements of Code Section 423. Decisions of the Plan Administrator shall be final and binding on all parties having an interest in the Plan.

 

III.         STOCK SUBJECT TO PLAN

 

A.    The stock purchasable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares of Common Stock purchased on the open market. The maximum number of shares of Common Stock which may be issued over the term of the Plan shall not exceed Four Hundred Fifty Thousand (450,000) shares (as adjusted for splits and dividends).

 

B.    Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation's receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and class of securities issuable under the Plan, (ii) the maximum number and class of securities purchasable per Participant on any one Purchase Date and (iii) the number and class of securities and the price per share in effect under each outstanding purchase right in order to prevent the dilution or enlargement of benefits thereunder.

 

IV.          OFFERING PERIODS

 

A.    Shares of Common Stock shall be offered for purchase under the Plan through a series of successive offering periods until such time as (i) the maximum number of shares of Common Stock available for issuance under the Plan shall have been purchased or (ii) the Plan shall have been sooner terminated.

 

B.    Each offering period shall be twelve (12) months. All offering periods shall commence on January 1 and end on December 31 of each year.

 

V.          ELIGIBILITY

 

A.    Each individual who is an Eligible Employee during any offering period may purchase shares during that offering period, provided he or she remains an Eligible Employee.

 

B.    To participate in the Plan for a particular offering period, the Eligible Employee must complete forms prescribed by the Plan Administrator.

 

 

 

 

VI.         PURCHASE RIGHTS

 

A.     Grant of Purchase Right . A Participant shall be granted a separate purchase right for each offering period. The purchase right shall provide the Participant with the right to purchase shares of Common Stock, in a series of successive installments over the remainder of such offering period, upon the terms set forth below. The Participant shall execute a stock purchase agreement embodying such terms and such other provisions (not inconsistent with the Plan) as the Plan Administrator may deem advisable.

 

Under no circumstances shall purchase rights be granted under the Plan to any Eligible Employee if such individual would, immediately after the grant, own (within the meaning of Code Section 424(d)) or hold outstanding options or other rights to purchase, stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Corporation or any Corporate Affiliate.

 

B.     Exercise of the Purchase Right . The purchase right shall be exercised within the offering period by a Participant exercising the appropriate purchase request and paying the purchase price. Shares of Common Stock shall accordingly be purchased on behalf of each Participant. Upon the expiration of the offering period, any unexercised rights shall terminate as to that offering period.

 

C.     Purchase Price . The purchase price per share at which Common Stock will be purchased on the Participant's behalf shall be equal to eighty-five percent (85%) of the Fair Market Value per share of Common Stock on the date that the Purchase Price is paid; provided, however, that the Purchase Price may be adjusted by the Board pursuant to Section IX.

 

D.     Number of Purchasable Shares . During any twelve (12) month period, an Employee shall be prohibited from purchasing pursuant to the Amended and Restated Employee Stock Purchase Plan, more than that number of shares for which the total purchase price is $20,000. This means, for example, if the purchase price is $5.00 per share, then an employee may purchase no more than 4,000 shares during any twelve (12) month offering period.

 

Should the Participant cease to remain an Eligible Employee for any reason (including death, disability or change in status), then his or her purchase right shall immediately terminate.

 

E.     Proration of Purchase Rights . Should the total number of shares of Common Stock to be purchased pursuant to outstanding purchase rights on any particular date exceed the number of shares then available for issuance under the Plan, the Plan Administrator shall make a pro-rata allocation of the available shares on a uniform and nondiscriminatory basis.

 

F.     Assignability . The purchase right shall be exercisable only by the Participant and shall not be assignable or transferable by the Participant.

 

G.     Stockholder Rights . A Participant shall have no stockholder rights with respect to the shares subject to his or her outstanding purchase right until the shares are purchased by the Participant in accordance with the provisions of the Plan and the Participant has become a holder of record of the purchased shares.

 

VII.        ACCRUAL LIMITATIONS

 

A.    No Participant shall be entitled to accrue rights to acquire Common Stock pursuant to any purchase right outstanding under this Plan if and to the extent such accrual, when aggregated with (i) rights to purchase Common Stock accrued under any other purchase right granted under this Plan and (ii) similar rights accrued under other employee stock purchase plans (within the meaning of Code Section 423) of the Corporation or any Corporate Affiliate, would otherwise permit such Participant to purchase more than Twenty-Five Thousand Dollars ($25,000) worth of stock of the Corporation or any Corporate Affiliate (determined on the basis of the Fair Market Value per share on the date or dates such rights are granted) for each calendar year such rights are at any time outstanding.

 

 

 

 

B.    For purposes of applying such accrual limitations to the purchase rights granted under the Plan, the following provisions shall be in effect:

 

i.    The right to acquire Common Stock under each outstanding purchase right shall accrue on the first day of the offering period.

 

ii.    No right to acquire Common Stock under any outstanding purchase right shall accrue to the extent the Participant has already accrued in the same calendar year the right to acquire Common Stock under one (1) or more other purchase rights at a rate equal to Twenty-Five Thousand Dollars ($25,000) worth of Common Stock (determined on the basis of the Fair Market Value per share on the date or dates of grant) for each calendar year such rights were at any time outstanding.

 

C.    In the event there is any conflict between the provisions of this Article and one or more provisions of the Plan or any instrument issued thereunder, the provisions of this Article shall be controlling.

 

VIII.       EFFECTIVE DATE AND TERM OF THE PLAN

 

A. The Plan was adopted by the Board and the shareholders on January 26, 1999, and became effective on that date.

 

B. Unless sooner terminated by the Board, the Plan shall terminate upon the earliest of (i) September 28, 2030, or (ii) the date on which all shares available for issuance under the Plan shall have been sold pursuant to purchase rights exercised under the Plan. No further purchase rights shall be granted or exercised under the Plan following its termination.

 

IX.         AMENDMENT OF THE PLAN

 

The Board may alter, amend, suspend or discontinue the Plan at any time. However, the Board may not, without the approval of the Corporation's stockholders, (i) materially increase the number of shares of Common Stock issuable under the Plan or the maximum number of shares purchasable per Participant during any offering period, except for permissible adjustments in the event of certain changes in the Corporation's capitalization, (ii) alter the purchase price formula so as to reduce the purchase price payable for the shares of Common Stock purchasable under the Plan, or (iii) materially increase the benefits accruing to Participants under the Plan or materially modify the requirements for eligibility to participate in the Plan. Notwithstanding the above, in the event the Board determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Board may, in its discretion and, to the extent necessary or desirable, modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to (i) altering the purchase price for any offering period including an offering period underway at the time of the change in purchase price, (ii) shortening any offering period, including an offering period underway at the time of the Board action; and (iii) allocating shares. Such modifications or amendments shall not require stockholder approval or the consent of any Plan Participants.

 

X.          GENERAL PROVISIONS

 

A.    Nothing in the Plan shall confer upon the Participant any right to continue in the employ of the Corporation or any Corporate Affiliate for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Corporate Affiliate employing such person) or of the Participant, which rights are hereby expressly reserved by each, to terminate such person's employment at any time for any reason, with or without cause.

 

B.    All costs and expenses incurred in the administration of the Plan shall be paid by the Corporation.

 

C.    The provisions of the Plan shall be governed by the laws of the State of Delaware without resort to that State's conflict-of-laws rules.

 

D.    As a condition to any purchase of shares under the Plan, each Participant shall be required to notify the Company of any sale of shares acquired under the Plan.

 

 

 

 

APPENDIX

 

The following definitions shall be in effect under the Plan:

 

A.           Board shall mean the Corporation's Board of Directors.

 

B.           Code shall mean the Internal Revenue Code of 1986, as amended.

 

C.           Common Stock shall mean the Corporation's common stock.

 

D.           Corporate Affiliate shall mean any parent or subsidiary corporation of the Corporation (as determined in accordance with Code Section 424), whether now existing or subsequently established.

 

E.            Corporation shall mean Dynasil Corporation of America, a Delaware corporation, and any corporate successor to all or substantially all of the assets or voting stock of Dynasil Corporation of America which shall by appropriate action adopt the Plan.

 

F.            Eligible Employee shall mean any person who is employed by the Corporation on a basis under which he or she is regularly expected to render more than twenty (20) hours of service per week, and has been employed for more than three (3) months for earnings considered wages under Code Section 3401(a).

 

G.            Entry Date shall mean the date an Eligible Employee first commences participation in the offering period in effect under the Plan.

 

H. Fair Market Value per share of Common Stock on any relevant date shall be determined in accordance with the following provisions:

 

i.    If the Common Stock is at the time quoted on the OTC Bulletin Board, then the Fair Market Value shall be the average bid price per share on the date in question, as such price is quoted on the OTC Bulletin Board. If there is no average bid price for the Common Stock on the date in question, then the Fair Market Value shall be the closing bid price on the last preceding date for which such quotation exists.

 

ii.    If the Common Stock is at the time traded on the Nasdaq SmallCap Market or Nasdaq National Market, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers on such Nasdaq Market or any successor system. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.

 

iii.    If the Common Stock is at the time listed on any Stock Exchange, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question on the Stock Exchange determined by the Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.

 

I.            1933 Act shall mean the Securities Act of 1933, as amended.

 

J.            Participant shall mean any Eligible Employee of the Corporation.

 

K.           Corporation shall mean the Corporation and such Corporate Affiliate or Affiliates as may be authorized from time to time by the Board to extend the benefits of the Plan to their Eligible Employees.

 

L.            Plan shall mean the Corporation's Amended and Restated Employee Stock Purchase Plan, as set forth in this document.

 

M.          Plan Administrator shall mean a committee appointed by the Board to administer the Plan.

 

N.           Stock Exchange shall mean either the American Stock Exchange or the New York Stock Exchange.

 

 

   

Exhibit 10.22

 

EQUIPMENT LINE OF CREDIT TERM NOTE

 

$752,543.15 July 31, 2018

 

FOR VALUE RECEIVED, the undersigned, with a principal place of business located at, 313 Washington Street, Suite 403, Newton, Massachusetts 02458 (hereinafter called the "Borrower" ), promises to pay to MIDDLESEX SAVINGS BANK, a Massachusetts banking corporation, at its principal office at 6 Main Street, Natick, Massachusetts 01760 (hereinafter called the "Lender" ), OR TO ITS ORDER, the principal sum of SEVEN HUNDRED FIFTY TWO THOUSAND FIVE HUNDRED FORTY THREE and 15/100 ($752,543.15) DOLLARS, or such lesser amount as may actually be advanced, with interest on the unpaid balance hereof from the date hereof until paid, at the rate and in the manner hereinafter provided, in lawful money of the United States of America.

 

Fixed Rate; Payments : The unpaid principal of this Note from time to time outstanding shall bear interest, computed on the basis of the actual number of days elapsed over a year assumed to have 360 days, at an annual rate equal to five and sixty-six one hundredth of one percent (5.66%)( "Interest Rate" ).

 

Beginning on August 31, 2018, and on the same day of each and every month thereafter during the term hereof, Borrower shall make monthly payments of principal and interest in the amount of Fourteen Thousand Four Hundred Fifty Nine and 28/100 Dollars ($14,459.28) each. Principal not paid when due hereunder shall bear interest at the rate set forth above from the date due until so paid. Each payment shall be applied first to interest then due on the unpaid balance of principal and then to such principal.

 

Such monthly payments shall be based upon a five (5) year amortization schedule.

 

All indebtedness evidenced by this Note shall be due and payable five (5) years from the date hereof (the "Maturity Date" ), unless such date is extended in a written agreement executed by Borrower and Lender.

 

Late Charge : Whenever any installment of principal and interest due hereunder shall not be paid within fifteen (15) days of its due date, the Borrower shall pay in addition thereto as a late charge, five percent (5%) of the amount of any such installment.

 

Security : This Note is secured by a first priority security interest in all assets of the Borrower, pursuant to a Loan and Security Agreement dated May 1, 2014, as amended, between Borrower and Lender (the "Loan and Security Agreement" ), which assets are located at 313 Washington Street, Suite 403, Newton, Massachusetts 02458, and a Stock Pledge Agreement from Borrower regarding one hundred thirty (130) shares of Hilger Crystals Limited dated May 1, 2014. All of Borrower’s obligations to the Lender however characterized (the "Obligations" ) are guaranteed pursuant to each Entity Guaranty and Security Agreement, all dated May 1, 2014, from Optometrics Corporation, Radiation Monitoring Devices, Inc., RMD Instruments Corp, Evaporated Metal Films Corp. and Dynasil Biomedical Corp. (the "Guarantors" ) (hereinafter, each a "Guaranty" ). Such documents, together with various other instruments securing this Note (the terms and provisions of all of which are incorporated herein by reference) are hereinafter referred to as the "Security Instruments" .

 

- 1 -

 

 

Default : An Event of Default under any of the Security Instruments shall constitute an Event of Default hereunder, and such events of default include, but are not limited to, the failure of Borrower to make any payments of principal, interest or other charge when due hereunder. Upon the occurrence of an Event of Default, the Lender may, at its option, without notice or demand, declare the unpaid principal and all accrued interest under this Note to be immediately due and payable without presentment, demand, protest, notice of protest or other notice of dishonor of any kind, all of which are hereby expressly waived. No course of dealing or delay in accelerating the maturity of this Note or in taking any other action with respect to any Event of Default shall affect Lender's rights to take action with respect thereto, and no waiver as to any one Event of Default shall affect any of Lender's rights as to any other Event of Default.

 

Setoff : Any deposits or other sums at any time credited by or due from the holder to the Borrower or Guarantors and any securities or other property of Borrower or Guarantors in the possession or custody of the holder may at all times be held and treated as collateral security for the payment of this Note and any and all other liabilities, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of said respective Borrower or Guarantors to the holder. The holder hereof on or after default in payment hereof may apply such deposits or other sums to said Obligations and sell any such securities or other property at broker's board or at public or private sale without demand, notice or advertisement of any kind, all of which are hereby expressly waived.

 

Default Rate : Lender shall have the option of imposing, and Borrower shall pay upon billing therefore, an interest rate which is four percent (4%) per annum above the interest rate otherwise payable hereunder ( "Default Rate" ): (a) while any monetary default exists and is continuing, during that period between the due date and the date of payment; (b) following any Event of Default, unless and until the Event of Default is waived by Lender; and (c) after the Maturity Date.

 

Collection Costs : If this Note shall not be paid in full upon demand, the Borrower agrees to pay all costs and expenses of collection, including court costs and reasonable attorneys' fees.

 

Prepayment : Borrower may make partial or a full prepayment of principal due hereunder without penalty, provided however, that as to full prepayments made with funds provided by another lending institution, a prepayment charge will be applicable for the first three (3) year period of the loan. The charge will be equal to three (3%) percent of the amount of principal prepaid for the first such year, two (2%) percent for the second such year, and one (1%) percent for the third such year.

 

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Waiver : The Borrower agrees, by making this Note or by making any agreement to pay any of the indebtedness evidenced by this Note, to waive presentment for payment, protest and demand, notice of protest, demand and of dishonor and nonpayment of this Note, and consents without notice or further assent (a) to the substitution, exchange or release of the collateral securing this Note or any part thereof at any time, (b) to the acceptance by the holder or holders at any time of any additional collateral or security for or other guarantors of this Note, (c) to the modification or amendment at any time, and from time to time of this Note, the Loan and Security Agreement hereinabove referred to, and any instrument securing this Note, at the request of any person liable hereon, (d) to the granting by the holder hereof of any extension of the time for payment of this Note or for the performance of the agreements, covenants and conditions contained in this Note, the Loan and Security Agreement hereinabove referred to, or any instrument securing this Note, at the request of any other person liable hereon, and (e) to any and all forbearances and indulgences whatsoever; and such consent shall not alter or diminish the liability of any person.

 

Jury Trial Waiver : Borrower and Lender mutually hereby knowingly, voluntarily and intentionally waive the right to a trial by jury in respect of any litigation based on this Note, arising out of, under or in connection with the Loan and Security Agreement or any other Security Instruments contemplated to be executed in connection herewith, or any course of conduct, course of dealings, statements (whether verbal or written) or actions of any party. This waiver constitutes a material inducement for Borrower and Lender to enter into the transactions contemplated hereby.

 

The Borrower has received a copy of this Note.

 

This Note shall be the joint and several obligation of the Borrower and all sureties, guarantors and endorsers, and shall be binding upon them and their respective successors and assigns and each or any of them.

 

IN WITNESS WHEREOF, the Borrower has executed this Note as an instrument under seal, as of the day and year first above written.

 

  DYNASIL CORPORATION OF AMERICA
   
  By: /s/ Robert Bowdring
  Robert Bowdring, Chief Financial Officer

 

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Exhibit 10.23

 

LOAN DOCUMENT MODIFICATION AGREEMENT

 

This Loan Document Modification Agreement (this " Agreement ") is made as of this 9 th day of August, 2018, by and between Middlesex Savings Bank, a banking corporation organized and existing under the laws of Massachusetts, of 6 Main Street, Natick, Massachusetts 01760 " Lender "), and Dynasil Corporation of America of 313 Washington Street, Suite 403, Newton, Massachusetts 02458 (the " Borrower "); and Optometrics Corporation of 8 Nemco Way, Ayer, Massachusetts 01432, Radiation Monitoring Devices, Inc. of 44 Hunt Street, Watertown, Massachusetts 02472, RMD Instruments Corp. of 44 Hunt Street, Watertown, Massachusetts 02472, Evaporated Metal Films Corp. of 239 Cherry Street, Ithaca, New York 14850, and Dynasil Biomedical Corp. of 44 Hunt Street, Watertown, Massachusetts 02472 (collectively, the " Guarantors ").

 

WHEREAS , on May 1, 2014 Lender made a loan (the " Loan ") to Borrower evidenced by a Revolving Line of Credit Note dated May 1, 2014 from Borrower to Lender in the original principal amount of Four Million and 00/100 ($4,000,000) Dollars (the " LOC Note ");

 

WHEREAS , as security for the payment and performance of Borrower's obligations under the LOC Note, Borrower and Guarantors executed and delivered to Lender, (i) a Loan and Security Agreement dated May 1, 2014, by and between the Borrower and the Lender (the " Loan Agreement "), (ii) UCC-1 Financing Statements covering the Collateral described in the Loan Agreement and filed with the Secretary of State of the Commonwealth of Massachusetts, State of New York and State of Delaware (the " UCC-1 Financing Statements "), (iii) Entity Guaranty and Security Agreements, all dated May 1, 2014 from Guarantors to Lender (the " Guaranties "), (iv) a Stock Pledge Agreement by Borrower in favor of Lender dated May 1, 2014 (the " Stock Pledge "); and (v) a Subordination Agreement dated as of May 1, 2014 given by Massachusetts Capital Resource Company (" MCRC ") to Lender (the " MCRC Subordination ") by which all debt of Borrower to MCRC (the " Junior Debt ") is subordinated to all Obligations of Borrower to Lender. Collectively, the Loan Agreement, the UCC-1 Financing Statements, the Guaranties, the Stock Pledge, and the MCRC Subordination are referred to, together with various other documents referred to therein, as the same may be amended from time to time, as the " Security Instruments ";

 

WHEREAS , Borrower and Lender amended the terms of the Loan pursuant to a Loan Document Modification Agreement dated September 29, 2015, by adding or modifying certain financial covenants by Lender, granting to Borrower consent to pay-down or pay-off certain amounts of the Junior Debt, and by adding an option on the part of Borrower to term out a certain amount of Advances made to Borrower under the LOC Note;

 

WHEREAS , Borrower and Lender further amended the terms of the Loan pursuant to a Second Amendment of Loan Agreement dated December 2, 2016, to (i) provide for Borrower to pay dividends under certain circumstances, (ii) make a distribution to Dynasil Biomedical Corp. to invest in Xcede Technologies, and (iii) modify the debt service coverage covenant;

 

WHEREAS , Borrower and Lender further amended the terms of the Loan pursuant to a Loan Document Modification Agreement dated May 16, 2017, by modifying the Advance Period Termination Date as set forth therein, and providing for an equipment line of credit in favor of the Borrower (the " Equipment Line of Credit "), as evidenced by a certain Equipment Line of Credit Master Note (Non-Revolving) in the maximum principal amount of One Million and 00/100 ($1,000,000.00) Dollars (the " Equipment Line of Credit Note "); and

 

 

 

 

WHEREAS , pursuant to and in accordance with the terms and conditions set forth herein, the Loan Agreement shall be further amended for the purposes of (i) renewing and modifying the Equipment Line of Credit and replacing the Equipment Line of Credit Note, and (ii) modifying the Maximum Funded Debt Ratio set forth in the Loan Agreement.

 

Now, therefore, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is hereby agreed as follows:

 

1.            The first sentence of Section 1.1 of the Loan Agreement is hereby deleted in its entirety, and the following new first sentence is substituted therefor:

 

"1.1    Loans and Notes . The Lender agrees to extend to Borrower the following loans evidenced by the notes described herein:"

 

2.            Section 1.1.3 of the Loan Agreement is hereby deleted in its entirety, and the following new first paragraph is substituted therefor:

 

"1.1.3    Non-Revolving Equipment Line of Credit/Demand Loan . A Non-Revolving Equipment Line of Credit/Demand Loan evidenced by a certain Equipment Line of Credit Note (Non-Revolving) dated August_____, 2018, allowing advances aggregating not more than Seven Hundred Fifty Thousand and 00/100 ($750,000.00) Dollars (the 'Equipment Line of Credit Note '). Subject to the demand of Lender, the availability of credit under the Non-Revolving Equipment Line of Credit/Demand Loan shall expire on April 30, 2019, unless renewed by Lender in writing.

 

Borrower agrees to pay Lender all advances (each, an ' Advance '), whether pursuant to the Notes (defined below) or otherwise, all of which, together with all other indebtedness, liabilities and commitments which Borrower owes to Lender, whether (a) arising under this Agreement or otherwise, (b) now existing or hereafter arising, or (c) direct or indirect, absolute or contingent, joint or several, due or not due, are referred to as the 'Obligation(s)'.

 

All advances under the Equipment Line of Credit Note are being made upon the terms contained in this Agreement, the Notes and any other Security Instruments (as defined herein), the terms of which are incorporated herein.

 

No Advance under the Equipment Line of Credit shall exceed (i) eighty (80%) percent of the net purchase price (exclusive of any soft costs, transportation or installation charges) of new equipment or (ii) eighty (80%) percent of the Net Orderly Liquidation Value of used equipment. The term 'Net Orderly Liquidation Value' or ' NOLV ' means the value of equipment that is estimated, at the Bank's discretion, to be recoverable in an orderly liquidation of such equipment, stated at cost under a court authorized going out of business sale, net of liquidation expenses, such value to be as determined from time to time by Lender in its commercially reasonable discretion or by a qualified appraisal company selected by Lender (excluding all shipping and related soft costs) of the equipment, expenditures or improvements referred to therein."

 

3.            The Loan Agreement is hereby amended to add the following new Section 1.1.4 thereto:

 

"1.1.3    Term Loan . A term loan (the " Term Loan ") evidenced by that certain Equipment Line of Credit Term Note from Borrower to Lender in the original principal amount of Seven Hundred Fifty Two Thousand Five Hundred Forty Three and 15/100 ($752,543.15) Dollars, dated July 31, 2018 (the ' Term Note '). The Term Note, the Line of Credit Note and the Equipment Line of Credit Note, collectively are referred to as the ' Notes ', as such Notes may be amended, restated modified or replaced from time to time.

 

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The principal balance of the Term Loan, together with interest thereon, shall be payable in accordance with the Term Note. On any date on which a payment of interest or principal is due thereunder, the Bank may charge the Borrower's loan account at the Bank with the amount thereof. The failure of the Bank so to charge such loan account shall not relieve the Borrower of its obligations to make payments in accordance with the Term Note. Interest shall be computed, and prepayment may be made in accordance with the Term Note."

 

4.            Section 4.9A of the Loan Agreement is hereby deleted in its entirety, and the following new Section 4.9A is substituted therefor:

 

"4.9A Maximum Leverage. At the close of each fiscal quarter of the Borrower, and on a trailing four (4) quarter basis, Borrower shall maintain Maximum Leverage of 2.5:1. For purposes of this Section 4.9A, the following terms shall have the defined meanings:

 

'Adjusted EBITDA' shall mean, EBITDA, excluding therefrom non-cash and/or recurring expenditures or gains (as permitted), and the operating income or loss of the Xcede joint venture that is consolidated into Borrower's financial results.

 

'Maximum Leverage' shall mean that quotient equal to (a) the sum of (i) Senior Secured Debt plus (ii) Subordinated Debt, divided by (b) Adjusted EBITDA."

 

5.            Prior to the date of this Amendment, an Event of Default has occurred and is continuing as a result of Borrower's failure to adhere to the requirements of the Minimum Debt Service Coverage Ratio set forth in Section 4.9 of the Loan Agreement, which requires that the Borrower maintain a minimum debt service coverage ratio of not less than 1.20:1.0. Pursuant to the financial information which Borrower provided to the Bank for the