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UNITED STATES SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  For Quarterly Period Ended December 31, 2023

or

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: 0-17449

 

PROCYON CORPORATION

(Exact Name of Registrant as specified in its charter)

 

Colorado 59-3280822
(State of Incorporation) (I.R.S. Employer Identification Number)

 

164 Douglas Road East, Oldsmar, FL 34677

(Address of Principal Executive Offices)

 

(727) 447-2998

(Registrant’s Telephone Number, Including Area Code)

 

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

 

Title of each class

Trading Symbol(s)         

Name of each exchange on which registered

None

None

None

 

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

 

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

Yes ☒ NO ☐

 

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

  Large accelerated filer ☐ Accelerated filer ☐
  Non-accelerated filer  ☐ Smaller reporting company
  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 ☒

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Common stock, no par value; 8,108,388 shares outstanding as of February 7, 2024.

 

 

 

 

PART I. - FINANCIAL INFORMATION

 

  Item Page
     
ITEM 1. FINANCIAL STATEMENTS 3
     
Index to Financial Statements  
     
Financial Statements:  
   
Consolidated Balance Sheets F-2
Consolidated Statements of Operations F-3
Consolidated Statements of Changes in Stockholders’ Equity F-4
Consolidated Statements of Cash Flows F-5
     
Notes to Consolidated Financial Statements 6
     
ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

13
     
ITEM 4. CONTROLS AND PROCEDURES 16
     
PART II. - OTHER INFORMATION
 
ITEM 6. EXHIBITS 17
     
SIGNATURES 18

 

 

 

 
 

PROCYON CORPORATION & SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 December 31, 2023, and June 30, 2023

 

 

   

(unaudited)

   

(audited)

 
   

December 31,

   

June 30,

 
   

2023

   

2023

 

ASSETS

               
                 

CURRENT ASSETS

               

Cash

  $ 267,804     $ 451,306  

Certificates of Deposit, plus accrued interest

    570,944       562,472  

Accounts Receivable, less allowance for doubtful accounts of $15,000 and $11,625 respectively

    509,608       4 93,953  

Inventories

    530,863       431,405  

Prepaid Expenses

    227,994       298,469  

TOTAL CURRENT ASSETS

    2,107,213       2,237,605  
                 

PROPERTY AND EQUIPMENT, NET

    301,314       281,023  
                 

OTHER ASSETS

             

Deposits

    4,665       9,220  

Inventories

    286,611       330,513  

Intangible Asset

    17,000       17,000  

ROU Assets - Operating Leases

    433,449       527,170  

Deferred Tax Asset, Net of Valuation Allowance of $176,532 and $0 respectively

    15,512       161,180  
      757,237       1,045,083  
                 

TOTAL ASSETS

  $ 3,165,764     $ 3,563,711  
                 
                 

LIABILITIES AND STOCKHOLDERS' EQUITY

               
                 

CURRENT LIABILITIES

               

Accounts Payable

  $ 208,888     $ 175,057  

Accrued Expenses

    197,115       277,498  

Short Term Lease Liabilities

    177,083       173,565  

TOTAL CURRENT LIABILITIES

    583,086       626,120  
                 

LONG TERM LIABILITIES

               

Long Term Lease Liabilities

    230,576       319,882  

TOTAL LONG TERM LIABILITIES

    230,576       319,882  
                 

TOTAL LIABILITIES

    813,662       946,002  
                 

COMMITMENTS AND CONTINGENCIES (NOTE G)

    -       -  
                 

STOCKHOLDERS' EQUITY

               

Preferred Stock, 496,000,000 shares authorized, none issued.

    -       -  

Series A Cumulative Convertible Preferred Stock, no par value; 4,000,000 shares authorized; 166,900 and 167,100 shares issued and outstanding, respectively.

    126,660       126,860  

Common Stock, no par value, 80,000,000 shares authorized; 8,108,388 and 8,087,388 shares issued and outstanding, respectively

    4,450,166       4,444,766  

Paid-in Capital

    41,085       35,564  

Accumulated Deficit

    (2,265,809 )     (1,989,481 )

TOTAL STOCKHOLDERS' EQUITY

    2,352,102       2,617,709  
                 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

  $ 3,165,764     $ 3,563,711  

 

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

 

F-2

 

 

PROCYON CORPORATION & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

Three and Six Months Ended December 31, 2023 and 2022

 

 

   

(unaudited)

   

(unaudited)

   

(unaudited)

   

(unaudited)

 
   

Three Months

   

Three Months

   

Six Months

   

Six Months

 
   

Ended

   

Ended

   

Ended

   

Ended

 
   

Dec. 31, 2023

   

Dec. 31, 2022

   

Dec. 31, 2023

   

Dec. 31, 2022

 
                                 

NET SALES

  $ 1,200,053     $ 1,183,937     $ 2,373,160     $ 2,359,640  
                                 

COST OF SALES

    263,324       293,455       524,029       588,359  
                                 

GROSS PROFIT

    936,729       890,482       1,849,131       1,771,281  
                                 

OPERATING EXPENSES

                               

Salaries and Benefits

    502,478       447,633       980,504       915,790  

Selling, General and Administrative

    535,666       474,394       1,027,433       898,489  
      1,038,144       922,027       2,007,937       1,814,279  
                                 

INCOME/(LOSS) FROM OPERATIONS

    (101,415 )     (31,545 )     (158,806 )     (42,998 )
                                 

OTHER INCOME

                               

(Loss) on Disposal of Assets

    (1,214 )     -       (1,214 )     -  

Other Income / Gain on Extinguishment of Debt

    618       -       618       -  

Rental income

    8,958       2,844       17,916       2,844  

Interest Income

    5,618       2,192       10,826       3,087  
      13,980       5,036       28,146       5,931  
                                 

INCOME/(LOSS) BEFORE INCOME TAXES

    (87,435 )     (26,509 )     (130,660 )     (37,067 )
                                 

INCOME TAX (EXPENSE)/ BENEFIT

    (155,038 )     6,431       (145,668 )     8,802  
                                 

NET LOSS

    (242,473 )     (20,078 )     (276,328 )     (28,265 )
                                 

Dividend requirements on preferred stock

    (4,172 )     (4,178 )     (7,805 )     (8,355 )
                                 

Basic net loss available to common shares

  $ (246,645 )   $ (24,256 )   $ (284,133 )   $ (36,620 )
                                 

Basic net loss per common share

  $ (0.03 )   $ (0.00 )   $ (0.04 )   $ (0.00 )
                                 

Weighted average number of common shares outstanding

    8,108,388       8,087,388       8,108,388       8,087,388  
                                 

Diluted net loss per common share

  $ (0.03 )   $ (0.00 )   $ (0.04 )   $ (0.00 )
                                 

Weighted average number of common shares outstanding, diluted

    8,108,388       8,087,388       8,108,388       8,087,388  

 

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

 

F-3

 

 

PROCYON CORPORATION & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

For the Six Months Ended December 31, 2023 and 2022

 

 

                           

Total

 

Six Months Ended December 31, 2023

 

Preferred Stock

   

Common Stock

   

Paid-In

   

Accumulated

   

Stockholders'

 
   

Shares

   

Amount

   

Shares

   

Amount

   

Capital

   

Deficit

   

Equtiy

 

Balance, June 30, 2023

 

167,100

   

126,860

   

8,087,388

   

4,444,766

   

35,564

   

(1,989,481)

   

2,617,709

 
                                                         

Stock Based Compensation

    -       -       20,800       5,200       5,521       -       10,721  
                                                         

Preferred Stock Converted to Common

    (200 )     (200 )     200       200       -       -       -  
                                                         

Net (Loss)

    -       -                               (33,855 )     (33,855 )
                                                         

Balance, September 30, 2023

    166,900       126,660       8,108,388       4,450,166       41,085       (2,023,336 )   $ 2,594,575  
                                                         

Net (Loss)

    -       -       -                       (242,473 )     (242,473 )
                                                         

Balance, December 31, 2023

    166,900       126,660       8,108,388       4,450,166       41,085       (2,265,809 )     2,352,102  

  

 

                                                   

Total

 

Six Months Ended December 31, 2022

 

Preferred Stock

   

Common Stock

   

Paid-In

   

Accumulated

   

Stockholders'

 
   

Shares

   

Amount

   

Shares

   

Amount

   

Capital

   

Deficit

   

Equtiy

 

Balance, June 30, 2022

    167,100     $ 126,860       8,087,388     $ 4,444,766     $ 35,564       (1,939,236 )   $ 2,667,954  
                                                         

Net Income

    -       -       -       -       -       (8,187 )     (8,187 )
                                                         

Balance, September 30, 2022

    167,100       126,860       8,087,388       4,444,766       35,564       (1,947,423 )     2,659,767  
                                                         

Net (Loss)

    -       -       -       -       -       (20,078 )     (20,078 )
                                                         

Balance, December 31, 2022

    167,100       126,860       8,087,388       4,444,766       35,564       (1,967,501 )     2,639,689  

 

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

 

F-4

 

 

PROCYON CORPORATION & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 For Six Months Ending December 31, 2023 and 2022

 

 

   

(unaudited)

   

(unaudited)

 
   

December 31,

   

December 31,

 
   

2023

   

2022

 
                 

CASH FLOWS FROM OPERATING ACTIVITIES

               
                 

Net Income/(Loss)

  $ (276,328 )   $ (28,265 )

Adjustments to reconcile net income to net cash provided by operating activities:

               

Depreciation

    40,032       22,050  

Decrease in Allowance for Doubtful Accounts

    3,375       (814 )

Right of Use Asset Amortization

    93,721       89,998  

Accrued Interest on Certificate of Deposit

    (8,472 )     (314 )

Deferred Income Taxes

    (30,864 )     23,158  

Valuation Allowance

    176,532       (31,960 )

(Gain)/Loss on Sale of Assets

    1,214       -  

Payments on Operating Lease Liability

    (85,788 )     (80,331 )
Decrease (increase) in:                

Accounts Receivable

    (19,030 )     (177,745 )

Deposits

    4,555       3,341  

Inventory

    (55,556 )     89,471  

Prepaid Expenses

    70,475       118,077  
Increase (decrease) in:                

Accounts Payable

    33,831       (46,695 )

Accrued Interest Payable

               

Accrued Expenses

    (69,662 )     (111,854 )

NET CASH (USED IN) OPERATING ACTIVITIES

    (121,965 )     (131,883 )
                 

CASH FLOW FROM INVESTING ACTIVITIES

               

Purchase of Property & Equipment

    (61,537 )     (23,761 )

NET CASH RECEIEVED/(USED IN) INVESTING ACTIVITIES

    (61,537 )     (23,761 )
                 

CASH FLOW FROM FINANCING ACTIVITIES

               

Payments on Operating Lease Liability

    -       -  
                 
                 

NET CASH (USED IN) FINANCING ACTIVITIES

    -       -  
                 

NET CHANGE IN CASH

    (183,502 )     (155,644 )
                 

CASH AT BEGINNING OF THE YEAR

    451,306       760,396  
                 

CASH AT END OF THE YEAR

  $ 267,804     $ 604,752  
                 

SUPPLEMENTAL DISCLOSURES

               

Interest Paid

  $ -     $ -  

Taxes Paid

  $ -     $ -  
                 

NONCASH TRANSACTION DISCLOSURES

               
                 

During the period ended December 31, 2023, 200 shares of Series A Cumlative Convertible Preferred stock converted in the amount of $200.

 
                 

During the period ended December 31, 2023, $10,721 of accrued expenses were settled for issuances of equity.

         

 

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

 

F-5

 

 
 

Notes to Financial Statements

 

 

NOTE A - SUMMARY OF ACCOUNTING POLICIES

 

The interim consolidated financial statements included herein have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles ("GAAP") have been condensed or omitted as allowed by such rules and regulations. The Company believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements dated June 30, 2023. The results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year.

 

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

 

STOCK-BASED COMPENSATION

 

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

 

On December 31, 2023, there were 65,000 outstanding options to purchase shares of our common stock granted under our prior 2009 Stock Option Plan. There were 50,000 outstanding options to purchase shares of our common stock granted under our 2020 Stock Option Plan.

 

The fair value of a stock option is determined using the Black-Scholes option-pricing model, which values options based on the stock price at the grant date, the expected life of the option, the estimated volatility of the stock, the expected dividend payments, and the risk-free interest rate over the life of the option. There were no options granted during the quarter ended December 31, 2023.

 

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

 

-6-

 

Additional information with respect to stock option activity is as follows:

 

   

Number of

Shares

   

Weighted Average

Exercise Price

 

Outstanding at December 31, 2021

    115,000     $ 0.17  

Granted

    -     $ -  

Exercised

    -     $ -  

Cancelled

    -     $ -  

Outstanding at December 31, 2022

    115,000     $ 0.17  

Granted

    25,432     $ 0.25  

Exercised

    -    

$

-  

Cancelled

    -     $ -  

Outstanding at December 31, 2023

    140,432     $ 0.26  

Options exercisable at December 31, 2022

    115,000     $ 0.17  

Options exercisable at December 31, 2023

    140,432     $ 0.25  

 

EARNINGS PER SHARE

 

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

 

For the six months ended December 31, 2023, the potential dilutive effects of the preferred stock and stock options were excluded in the weighted-average shares outstanding, as the shares would have an anti-dilutive effect on the loss from operations.

 

For the six months ended December 31, 2022, the potential dilutive effects of the preferred stock and stock options were excluded in the weighted-average shares outstanding, as the shares would have an anti-dilutive effect on the loss from operations.

 

-7-

 

 

NOTE B - INVENTORIES

 

Inventories consisted of the following:   December 31,

2023

   

June 30,

2023

 
                 

Finished Goods

  $ 618,349     $ 576,548  

Raw Materials

    199,125       185,370  
    $ 817,474     $ 761,918  

 

At December 31, 2023 and June 30, 2023, respectively, $286,611 and $330,513 of our inventory was considered non-current as it will not be used within a one year period.

 

 

NOTE C - STOCKHOLDERS' EQUITY

 

During January 1995, the Company's Board of Directors authorized the issuance of up to 4,000,000 shares of Series A Cumulative Convertible Preferred Stock ("Series A Preferred Stock"). The preferred stockholders are entitled to receive, as and if declared by the board of directors, quarterly dividends at an annual rate of $.10 per share of Series A Preferred Stock per annum. Dividends will accrue without interest and will be cumulative from the date of issuance of the Series A Preferred Stock and will be payable quarterly in arrears in cash or publicly traded common stock when and if declared by the Board of Directors. As of December 31, 2023, no dividends have been declared. Dividends in arrears on the outstanding preferred shares total $445,741 as of December 31, 2023.

 

Holders of the Preferred Stock have the right to convert their shares of Preferred Stock into an equal number of shares of Common Stock of the Company. In addition, Preferred Stock holders have the right to vote the number of shares into which their shares are convertible into Common Stock. Such preferred shares will automatically convert into one share of Common Stock at the close of a public offering of Common Stock by the Company provided the Company receives gross proceeds of at least $1,000,000, and the initial offering price of the Common Stock sold in such offering is equal to or in excess of $1 per share. The Company is obligated to reserve an adequate number of shares of its common stock to satisfy the conversion of all the outstanding Series A Preferred Stock. There were 200 shares converted during the reporting period. So long as any share of Series A Preferred Stock is outstanding, the Company is prohibited from declaring dividends or other distributions related to its Common Stock or purchasing, redeeming or otherwise acquiring any of the Common Stock.

 

-8-

 

Share-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest. As share-based compensation expense recognized in the statement of operations is based on awards ultimately expected to vest, it can be reduced for estimated forfeitures. The ASC topic Stock Compensation requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The share based compensation charged against income for the periods ended December 31, 2023 and 2022 was $0 and $0 respectively.

 

The Black-Scholes option-pricing model, which values options based on the stock price at grant date, the expected life of the options, the estimated volatility of the stock and the risk free interest rate over the life of the option. The assumption used in the Black-Scholes model were as follows for the stock options granted in July 2023.

 

Stock Price at Date of Grant

  $ .248  

Risk-free interest rate

    3.97 %

Expected volatility of common stock

    90.37 %

Dividend yield

    0 %

Expected life of options

  10 years  

 

 

NOTE D - INCOME TAXES AND AVAILABLE CARRYFORWARD

 

As of December 31, 2023, the Company had consolidated income tax net operating loss ("NOL") carryforwards for federal income tax purposes of approximately $863,000. NOL arising before December 31, 2020 will expire in various years ending through the year 2035 and for losses arising in taxable years beginning after December 31, 2020, the deduction is limited to 80% of taxable income and can be carried forward indefinitely. The utilization of certain loss carryforwards are limited under Section 382 of the Internal Revenue Code.

 

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

 

   

Six Months

December 31, 2023

   

Six Months

December 31, 2022

 

Current

               

Federal

  $ 0     $ 0  

State

    0       0  
    $ 0     $ 0  

Deferred

               

Federal

  $ (120,695 )   $ 7,293  

State

    (24,973 )     1,509  
    $ (145,668 )   $ 8,802  
                 

Total Income Tax Benefit / (Expense)

  $ (145,668 )   $ 8,802  

 

-9-

 

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

 

   

Non-Current

 

Deferred tax assets

       

NOL and contribution carryforwards

  $ 218,665  

Share based payments

    6,387  

Lease liabilities - operating leases

    103,321  

Accrued compensated absences

    9,985  

Accrued bonus

    3,346  

Allowance for doubtful accounts

    4,747  

Total deferred tax assets

    346,451  
         
         

Deferred tax (liabilities)

       

Right-of-use-assets - operating leases

    (109,858 )

Excess of tax over book depreciation

    (44,549 )

Total deferred tax (liabilities)

    (154,407 )
         

Total deferred tax asset

    192,044  

Valuation Allowance

    (176,532 )

Net Deferred tax asset

  $ 15,512  

 

The change in the valuation allowance is as follows:

 

June 30, 2023

  $ -  

December 31, 2023

  $ (176,532 )
    $ (176,532 )

 

-10-

 

Income taxes for the six months ended December 31, 2023 and 2022 differ from the amounts computed by applying the effective income tax rate of 25.35%, to income before income taxes as a result of the following:

 

   

Six Months

December 31, 2023

   

Six Months

December 31, 2022

 

Expected (provision) at US statutory rate

  $ 27,520     $ 7,784  

State income tax net of federal (provision)

    5,694       1,611  

Nondeductible Expense

    (2,611 )     (593 )

Change in estimates of loss carryforward

    261       (31,960 )

Change in valuation allowance

    (176,532 )   $ 31,960  

Income Tax (Expense)

  $ (145,668 )   $ 8,802  

 

The earliest tax year still subject to examination by a major taxing jurisdiction is fiscal year end June 30, 2021.

 

The Company performed a review of its uncertain tax positions in accordance with Accounting Standards Codification ASC 740-10 "Uncertainty in Income Taxes". In this regard, an uncertain tax position represents the Company's expected treatment of a tax position taken in a filed tax return, or planned to be taken in a future tax return, that has not been reflected in measuring income tax expense for financial reporting purposes.

 

 

NOTE E - LINE OF CREDIT

 

A line of credit was procured in June 2021, with a new bank. The limit for this line of credit is $250,000. Terms of the Line of credit include an interest rate that fluctuates based on prime plus a half of point, with monthly interest only payments. The line of credit renews annually on June 30th. This line of credit renews annually until either party decides otherwise. At December 31, 2023, the Company owed $0 on the line of credit.

 

Interest expense for the year ended June 30, 2023 and the period ending December 31, 2023, was $0 and $0, respectively.

 

The line of credit is guaranteed by Justice W. Anderson, President and Chief Executive Officer.

 

 

NOTE F - RECENT ACCOUNTING PRONOUNCEMENTS

 

Adoption of new accounting standards

 

New accounting standards or accounting standards updates were assessed and determined to be either not applicable or not having a material impact on the Company’s consolidated financial statements or processes.

 

-11-

 

 

NOTE G - RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

 

Operating leases

 

In August 2020, the Company entered into a lease agreement to lease certain office equipment with a lease term of 63 months. The lease renews on a month-to-month basis and contains an option to purchase the equipment at fair market value or return the equipment. Historically, the Company has not exercised the option to purchase at the end of the initial lease term for similar leases and simply returned the equipment at the end of the initial lease term. Initial rent amount was $574 per month. In applying ASC 842, the Company uses a lease term of 63 months and an incremental borrowing rate of 4.25% which was the borrowing rate on the Company’s line of credit with a financial institution.

 

In May 2021, the Company entered into a lease agreement to lease certain office equipment with a lease term of 39 months. The lease expires at the end of the lease term and the Company can simply return the equipment at the end of the initial lease term or upgrade the equipment during or at the end of the current lease term. Initial rent amount was $547 per month. In applying ASC 842, the Company uses a lease term of 39 months and an incremental borrowing rate of 4.25% which was the borrowing rate on the Company’s line of credit with a financial institution.

 

In January 2021, the Company entered in a lease agreement to lease warehouse space with a lease term of 64 months. The Company paid no rent for the first four months of the lease and pays $4,792.50 per month beginning the 5th month of the lease. Rent will increase each succeeding year by no less than 2% but not more than 5%. The rent amount includes common area maintenance charges which are considered nonlease components. In applying ASC 842, the Company is electing to account for nonlease components as being related to the lease component. In addition, the Company uses a lease term of 64 months and an incremental borrowing rate at prime rate of 3.25% which was the borrowing rate on the Company’s recent line of credit with a financial institution.

 

In January 2021, the Company entered in a lease agreement to lease office space with a lease term of 64 months. The Company paid no rent for the first four months of the lease and pays $9,372 per month beginning the 5th month of the lease. Rent will increase each succeeding year by no less than 2% but not more than 5%. The rent amount includes common area maintenance charges which are considered nonlease components. In applying ASC 842, the Company is electing to account for nonlease components as being related to the lease component. The Company also incurred initial direct cost of $114,083 related to existing improvements in the leased space. This initial direct cost has been included in determining the initial ROU asset and liability amounts. In addition, the Company uses a lease term of 64 months and an incremental borrowing rate at prime rate of 3.25% which was the borrowing rate on the Company’s recent line of credit with a financial institution.

 

The following is information related to the Company’s right-of-use assets and liabilities for its operating leases:

 

ROU assets - operating leases obtained in exchange for lease liabilities - operating leases

  $ 979,744  

Amortization of ROU assets since lease inception

  $ (546,295 )

ROU assets - operating leases at December 31, 2023

  $ 433,449  
         

Lease liabilities - operating leases on adoption date and increase in lease liabilities

  $ 979,744  

Payments on lease liabilities

    (572,085 )

Lease liabilities - operating leases on December 31, 2023

    407,659  

Lease liabilities - operating leases due in the 12 months ending December 31, 2024

    177,083  

Lease liabilities - operating leases due after December 31, 2024

  $ 230,576  

 

Variable lease expense was $50,567 and $50,020 for the three months ended December 31, 2023 and 2022, respectively.

 

Variable lease expense was $101,135 and $100,041 for the six months ended December 31, 2023 and 2022, respectively.

 

Weighted average remaining lease term was 2.23 years and weighted average discount rate was 3.29% at December 31, 2023.

 

-12-

 

Sublease to Third Party

 

The Company entered into a lease agreement with an unrelated party to sublease a portion of the warehouse space that it is leasing from its landlord, in November 2022. The contract conveys the right to control the use of the specified area of the warehouse for a period of time in exchange for consideration. Therefore, the sublease meets the definition of a lease pursuant to ASC 842. The Company classifies the sublease as an operating lease because it does not transfer ownership at the end of the lease term. The sublease is for a term of twelve months and it contains a renewal option of which the sublessee is not reasonably certain to exercise. The Company received sublease income of $8,958 and $17,916 during the three and six months ended December 31, 2023, respectively.

 

The following is the amount of sublease income the Company will receive over the next five years:

 

12 months ending December 31,

       

2024

  $ 32,846  

2025

    -  

2026

    -  

2027

    -  

2028

    -  
    $ 32,846  

 

 

 

NOTE H - SUBSEQUENT EVENTS

 

We have evaluated subsequent events through February 18, 2024, which is the date the financial statements were available to be issued.

 

 

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

 

General

 

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

 

This Report on Form 10-Q, including Management's Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements. When used in this report, the words "may," "will," "expect," "anticipate," "continue," "estimate," "project," "intend," "hope," "believe" and similar expressions, variations of these words or the negative of those words, and, any statement regarding possible or assumed future results of operations of the Company's business, the markets for its products, anticipated expenditures, regulatory developments or competition, or other statements regarding matters that are not historical facts, are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 regarding events, conditions and financial trends including, without limitation, business conditions in the skin and wound care market and the general economy, competitive factors, changes in product mix, production delays, product recalls, manufacturing capabilities, the loss of any significant customers or suppliers, general supply chain delays, the cost of rising inflation, cyber security breaches, natural disaster impacts, the impact of the COVID-19 pandemic on the Company’s sales, operations and supply chain and other risks or uncertainties detailed in other of the Company's Securities and Exchange Commission filings. Such statements are based on management's current expectations and are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, the Company's actual plan of operations, business strategy, operating results and financial position could differ materially from those expressed in, or implied by, such forward-looking statements.

 

Recent Developments

 

In fiscal 2023 to date, management has expanded on the services and options the Company provides for its customers. We have introduced a new Rolled Gauze form of our Amerx Branded Collagen Wound Care Kits. We also introduced a gel form of our Collagen products.

 

-13-

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

The Company's condensed consolidated financial statements have been prepared in accordance with standards of the Public Company Accounting Oversight Board (United States), which require the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures. A summary of those significant accounting policies can be found in the Notes to the Consolidated Financial Statements included in the Company's annual report on form 10-K, for the year ended June 30, 2023, which was filed with the Securities and Exchange Commission on September 28, 2023. The estimates used by management are based upon the Company's historical experiences combined with management's understanding of current facts and circumstances. Certain of the Company's accounting policies are considered critical as they are both important to the portrayal of the Company's financial condition and the results of its operations and require significant or complex judgments on the part of management. We believe that the following critical accounting policies affect the more significant judgments and estimates used in the preparation of our consolidated financial statements.

 

Accounts Receivable Allowance

 

Accounts receivable allowance reflects a reserve that reduces our customer accounts and receivable to the net amount estimated to be collectible. The valuation of accounts receivable is based upon the credit-worthiness of customers and third-party payers as well as historical collection experience. Allowances for doubtful accounts are recorded as a selling, general and administrative expense for estimated amounts expected to be uncollectible from third-party payers and customers. The Company bases its estimates on its historical collection experience, current trends, credit policy and on the analysis of accounts by aging category. At December 31, 2023, and June 30, 2023, our allowance for doubtful accounts totaled $15,000 and $11,625, respectively.

 

Advertising and Marketing

 

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

 

Deferred Income Taxes

 

Deferred income taxes are recognized for the expected tax consequences in future years for differences between the tax bases of assets and liabilities and their financial reporting amounts, based upon enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. The Company accounts for income taxes under Topic 740 - Income Tax in the Accounting Standards Codification. A valuation allowance is used to reduce deferred tax assets to the net amount expected to be recovered in future periods. The estimates for deferred tax assets and the corresponding valuation allowance require us to exercise complex judgments. We periodically review and adjust those estimates based upon the most current information available. The Company had a valuation allowance of $176,532 as of December 31, 2023 and $0 as of June 30, 2023, respectively. Because the recoverability of deferred tax assets is directly dependent upon future operating results, actual recoverability of deferred tax assets may differ materially from our estimates.

 

Revenue Recognition

 

The Company recognizes revenue in accordance with the Financial Accounting Standards Board's (FASB) release of Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606) which requires that five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

 

-14-

 

Stock Based Compensation

 

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

 

FINANCIAL CONDITION

 

As of December 31, 2023 the Company's principal sources of liquid assets included cash of $267,804, inventories of $530,863, and net accounts receivable of $509,608. The Company also has $570,944 in Certificate of Deposits. The Company had net working capital of $1,524,127, and long-term lease of $230,576, at December 31, 2023.

 

During the six months ended December 31, 2023 cash decreased from $451,306 as of June 30, 2023, to $267,804. Operating activities used cash of $121,965 during the period. Investing activities used cash of $61,537 during the period.

 

The Company reflected a net non-current deferred tax asset of $15,512, at December 31, 2023. Because the recoverability of deferred tax assets is directly dependent upon future operating results, actual recoverability of deferred tax assets may differ materially from our estimates.

 

RESULTS OF OPERATIONS

 

Comparison of the three and six months ended December 31, 2023 and 2022.

 

Net sales during the quarter ended December 31, 2023, were $1,200,053 as compared to the previous year's quarter net sales of $1,183,937, an increase of $16,116, or approximately 1%. Net sales during the six months ended December 31, 2023, were $2,373,160 as compared to the previous year's period net sales of $2,359,640, an increase of $13,520, or approximately 1%.

 

Gross profit during the quarter ended December 31, 2023, was $936,729 as compared to $890,482 during the quarter ended December 31, 2022, an increase of $46,447 or 5%. As a percentage of net sales, gross profit was approximately 78% in the quarter ended December 31, 2023, and approximately 75% in the corresponding quarter in 2022. We believe the increase in Gross Profit comes from a shift in sales channels to more sales coming from our highest margin channel of retail sales. Gross profit during the six months ended December 31, 2023, was $1,849,131 as compared to $1,771,281 during the six months ended December 31, 2022, an increase of $77,850 or 9%. As a percentage of net sales, gross profit was approximately 78% in the six months ended December 31, 2023, and approximately 75% in the corresponding quarter in 2022. We believe the increase in Gross Profit comes from a shift in sales channels to more sales coming from our highest margin channel of retail sales.

 

Operating expenses during the quarter ended December 31, 2023 were $1,038,144, consisting of $502,478 in salaries and benefits and $535,666 in selling, general and administrative expenses. This compares to operating expenses during the quarter ended December 31, 2022 of $922,027, consisting of $447,633 in salaries and benefits; and $474,394 in selling, general and administrative expenses. Expenses for the quarter ended December 31, 2023, increased by $116,117 or approximately 13% compared to the corresponding quarter in 2022. Salaries and Benefits increased as a result of shifts in personnel needs, along with continued economic competitive pressures on salaries for current employees. Operating expenses increased as channel fees, depreciation and software cost rose. Operating expenses during the six months ended December 31, 2023 were $2,007,937, consisting of $980,504 in salaries and benefits and $1,027,433 in selling, general and administrative expenses. This compares to operating expenses during the six months ended December 31, 2022 of $1,814,279, consisting of $915,790 in salaries and benefits; and $898,489 in selling, general and administrative expenses. Expenses for the six months ended December 31, 2023, increased by $193,658 or approximately 21% compared to the corresponding period in 2022. Salaries and Benefits increased as a result of shifts in personnel needs, along with continued economic competitive pressures on salaries for current employees. Operating expenses increased as channel fees, depreciation and software cost rose.              

    

-15-

 

Operating loss increased by $69,870 to an operating loss of $101,415 for the quarter ended December 31, 2023, as compared to an operating loss of $31,545 in the comparable quarter of the prior year. The increase in net loss for the three month period, of the comparable quarter of the prior year before income taxes was primarily attributable to the increases in operating expenses. Operating loss increased by $115,808 to an operating loss of $158,806 for the six months ended December 31, 2023, as compared to an operating loss of $42,998 in the comparable period of the prior year. The increase in net loss for the six month period, of the comparable period of the prior year before income taxes was primarily attributable to the increases in operating expenses.

 

ITEM 4. CONTROLS AND PROCEDURES

 

(a) Evaluation of Disclosure Controls and Procedures

 

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

 

(b) Changes in Internal Controls Over Financial Reporting

 

As previously reported, our annual assessment of the internal controls over financial reporting as of June 30, 2023 revealed a deficiency that we consider to be a material weakness: inadequate segregation of duties consistent with control objectives.

 

During fiscal 2024, the Company will continue to address changes needed to improve segregation of duties consistent with control objectives. We have added staff to grow sales. We expect that increased sales will enable us to add support staff, specifically in the accounting and shipping departments. A secondary effect of adding more staff will address needed improvements in segregation of duties consistent with control objectives.

 

-16-

 

PART II. OTHER INFORMATION

 

ITEM 6. EXHIBITS

 

  (A) EXHIBITS  
  //  10.1 Restated and Amended Executive Employment Agreement effective July1, 2023 between Justice W. Anderson, Procyon Corporation and AMERX Health Care Corporation.
  //  10.2 Restated and Amended Executive Employment Agreement effective July1, 2023 between James B. Anderson, Procyon Corporation and AMERX Health Care Corporation.
  //  10.3 Restated and Amended Executive Employment Agreement effective July1, 2023 between George O. Borak, Procyon Corporation and AMERX Health Care Corporation.
  ++ 10.5 Business Line of Credit - Loan Agreement dated June 10, 2021
  ++ 10.6 Business Line of Credit - Promissory Note dated June 10, 2021
  ** 10.7 Lease (164-166), effective January 15, 2021.
  ** 10.8 Lease (172), effective January 15, 2021.
    31.1 Certification of Justice W. Anderson pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)
    31.2 Certification of James B. Anderson pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)
    32.1 Certification Pursuant to 18 U.S.C.§1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002
    101.1*

The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2023, formatted in iXBRL (Inline Extensible Business Reporting Language): (I) the Condensed Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to Condensed Consolidated Financial Statements

    104 Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)
    * Furnished, not filed
    // Incorporated by reference to the Company’s form 10-K filed on or about September 28, 2022.
    ++ Incorporated by reference to the Company’s form 10-K filed on or about October 28, 2021.
    ** Incorporated by reference to the Company’s form 8-K filed on or about January 27, 2021.

 

-17-

 

SIGNATURES

 

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

 

  PROCYON CORPORATION
February 22, 2024 By:/s/ JUSTICE W. ANDERSON
Date Justice W. Anderson, Chief Executive Officer

 

-18-