UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 20, 2021

 

INOTIV, INC.
(Exact name of registrant as specified in its charter)

 

Indiana   0-23357   35-1345024
(State or other
jurisdiction of
incorporation or
organization)
  (Commission File Number)   (I.R.S. Employer Identification
No.)

 

2701 KENT AVENUE

WEST LAFAYETTE, INDIANA

 

 

47906-1382

(Address of principal executive offices)   (Zip Code)

 

Registrant's telephone number, including area code: (765) 463-4527

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Ticker symbol(s) Name of each exchange on which
registered
Common Shares NOTV NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ¨

 

 

 

 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On April 20, 2021, Inotiv, Inc. (the “Company”) issued a press release furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Press Release”) that, among other things, announced certain preliminary financial and operating results of the Company for the quarter and six months ended March 31, 2021.

 

The Company’s preliminary financial and operating results in the Press Release are estimates and subject to the completion of the Company’s financial closing procedures and any adjustments that may result from the completion of the review of the Company’s financial statements. The preliminary figures in the Press Release may differ materially from the actual results that will be reflected in the Company’s financial statements when they are completed and publicly disclosed.

 

The information in this Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 8.01 Other Events.

 

As previously announced, the Company has entered into an Agreement and Plan of Merger to acquire Bolder BioPATH, Inc. and an Asset Purchase Agreement to acquire the business of HistoTox Labs, Inc. Exhibits 99.2 and 99.3 hereto provide certain historical financial statements for Bolder BioPATH, Inc. and HistoTox Labs, Inc., respectively. In addition, the Company has disclosed the following non-GAAP financial figures which are based on the GAAP figures shown below:

 

GAAP figures:   Fiscal 2020     Quarter ended December 31  
          2019     2020  
Company Net Loss   $ (4,685,000 )   $ (1,426,000 )   $ (366,000 )
Histotox Labs Operating Income   $ 2,267,000                  
Bolder BioPATH Operating Income   $ 1,591,000                  

  

· Adjusted EBITDA of the Company for the twelve-month period ended December 31, 2020 of $3.4 million with an approximately 5.1% margin.

 

· EBITDA of Bolder BioPATH, Inc. and HistoTox Labs, Inc. for the twelve months ended December 31, 2020 of $2.6 million and $2.9 million, respectively.

 

· Combined Adjusted EBITDA of the Company, Bolder BioPATH, Inc. and HistoTox Labs, Inc. for the twelve months ended December 31, 2020 of approximately $8.9 million with a greater than 10% combined Adjusted EBITDA margin.

 

The above figures constitute financial measures that are not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”). For the Company, the non-GAAP financial measure is Adjusted EBITDA for the twelve-month period ended December 31, 2020. Adjusted EBITDA as reported herein refers to a financial performance measure that excludes from net income (loss) income statement line items interest expense and income taxes (benefit) expense, as well as non-cash charges for depreciation and amortization, stock option (benefit) expense, United Kingdom lease liability reversal benefit, non-recurring acquisition and integration costs and other non-recurring third party costs, such as recruiting costs, consulting fees related to the adoption of two accounting standards, and expenses for rebranding and new website launch.

 

For Bolder BioPATH, Inc. and Histotox Labs, Inc (collectively, the “Targets”), the non-GAAP financial measures consist of the sum of operating income and depreciation and amortization expense for the year ended December 31, 2020. These sums are then added to the Adjusted EBITDA of the Company and shown as combined EBITDA of the three entities for the twelve months ended December 31, 2020.

 

 

 

 

The non-GAAP financial information should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Management, however, believes that the Company's Adjusted EBITDA and the non-GAAP information presented for the Targets, when used in conjunction with the results presented in accordance with GAAP, may provide a more complete understanding of the Company's results and may facilitate a fuller analysis of the Company's results particularly in evaluating performance from one period to another, as well as the impact of the acquisitions of the Targets on the Company's EBITDA.

 

Management has chosen to provide this supplemental information to investors, analysts, and other interested parties to enable them to perform additional analyses of our results and to illustrate our results giving effect to the non-GAAP adjustments shown in the reconciliation. Management strongly encourages investors to review the consolidated financial statements of the Company and the Targets and the Company's publicly filed reports in their entirety and cautions investors that the non-GAAP measures used by the Company may differ from similar measures used by other companies, even when similar terms are used to identify such measures.

 

Non-GAAP to GAAP Reconciliation

  

      Fiscal Year
Ended
      Quarter Ended  
      September       December 31,  
      30, 2020       2019       2020  
Company GAAP Net loss   $ (4,685,000 )   $ (1,426,000 )   $ (366,000 )
                         
Add back: Interest expense     1,490,000       311,000       347,000  
      Income taxes expense     147,000       97,000       33,000  
      Depreciation and amortization     4,074,000       749,000       1,101,000  
      Stock option expense     540,000       97,000       181,000  
      United Kingdom lease liability reversal benefit     (180,000 )     (60,000 )      
      Acquisition and integration costs     339,000       270,000        
      Other non-recurring, third party costs     823,000       443,000        
Company Adjusted EBITDA   $ 2,548,000     $ 481,000     $ 1,296,000  

 

Company Adjusted EBITDA for FY 2020   $ 2,548,000  
Company Adjusted EBITDA for Q1 FY 2019     (481,000 )
Company Adjusted EBITDA for Q1 FY 2020     1,296,000  
Company Adjusted EBITDA for LTM ended December 31, 2020   $ 3,363,000  
         
HistoTox Labs for FY 2020:        
Operating Income for FY 2020   $ 2,267,000  
Depreciation and Amortization     669,000  
HistoTox Labs EBITDA for FY 2020   $ 2,936,000  
         
Bolder BioPATH for FY 2020:        
Operating Income for FY 2020   $ 1,591,000  
Depreciation and Amortization     996,000  
Bolder BioPATH EBITDA for FY 2020   $ 2,587,000  
         
Combined Adjusted EBITDA   $ 8,886,000  

 

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

23.1   Consent of Soukup Bush & Associates, CPAs, P.C., independent auditor to Bolder BioPATH, Inc., dated April 20, 2021.
23.2   Consent of Soukup Bush & Associates, CPAs, P.C., independent auditor to HistoTox Labs, Inc., dated April 20, 2021.
23.3   Consent of Independent Registered Public Accounting Firm RSM US LLP.
99.1   Press Release, dated April 20, 2021.
99.2   Audited financial statements of Bolder BioPATH, Inc. as of and for the fiscal years ended December 31, 2019 and 2020, together with the notes thereto and the report of the independent auditor thereon.
99.3   Audited financial statements of HistoTox Labs, Inc. as of and for the fiscal year ended December 31, 2020, together with the notes thereto and the report of the independent auditor thereon.

 

 

 

 

SIGNATURES

 

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

 

  Inotiv, Inc.
   
Date: April 20, 2021 By: /s/ Beth A. Taylor
    Beth A. Taylor
    Chief Financial Officer and Vice President - Finance

 

 

 

Exhibit 23.1

 

 

 

 

 

 

Consent of Independent Accounting Firm

 

 

To the Directors of Inotiv, Inc.

 

We consent to the incorporation by reference in the Registration Statement (No. 333-253309) on Form S-3 and in the Registration Statements (Nos. 333-153734, 333-228747 and 333-237580) on Form S-8 of Inotiv, Inc. of our report dated March 24, 2021 (April 6, 2021 with respect to Note 13), relating to the financial statements of Bolder BioPATH, Inc., appearing in the Form 8-K of Inotiv, Inc. to which this consent is included as an exhibit.

 

We also consent to the reference to our firm under the heading "Experts" in the prospectus which is part of such Registration Statement on Form S-3. 

 

We have not audited or reviewed any financial statement of Bolder BioPATH, Inc. for any period subsequent to December 31, 2020. Therefore, we are unable to and do not express any opinion or assurance on the financial position, results of operations, or cash flows subsequent to December 31, 2020.

 

 

/s/ Soukup Bush & Associates, CPAs, P.C.

 

Fort Collins, Colorado

April 20, 2021

 

 

 

 

Exhibit 23.2

 

 

 

 

Consent of Independent Accounting Firm

 

 To the Directors of Inotiv, Inc.

 

We consent to the incorporation by reference in the Registration Statement (No. 333-253309) on Form S-3 and in the Registration Statements (Nos. 333-153734, 333-228747 and 333-237580) on Form S-8 of Inotiv, Inc. of our report dated March 22, 2021, relating to the financial statements of HistoTox Labs, Inc., appearing in the Form 8-K of Inotiv, Inc. to which this consent is included as an exhibit.

 

We also consent to the reference to our firm under the heading "Experts" in the prospectus which is part of such Registration Statement on Form S-3. 

 

We have not audited or reviewed any financial statement of HistTox Labs, Inc. for any period subsequent to December 31, 2020. Therefore, we are unable to and do not express any opinion or assurance on the financial position, results of operations, or cash flows subsequent to December 31, 2020.

 

 

/s/ Soukup Bush & Associates, CPAs, P.C.

 

Fort Collins, Colorado

April 20, 2021

 

 

 

 

 

Exhibit 23.3

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the Registration Statement (No.’s 333-153734, 333-228747, and 333-237580) on Form S-8 of Inotiv, Inc.(f/k/a Bioanalytical Systems, Inc.) and on Form S-3 of Inotiv, Inc.(f/k/a Bioanalytical Systems, Inc.) of our report dated December 22, 2020, relating to the consolidated financial statements of Bioanalytical Systems, Inc., appearing in the Annual Report on Form 10-K of Bioanalytical Systems, Inc. for the year ended September 30, 2020.

 

We also consent to the reference to our firm under the heading "Experts" in the Registration Statement. 

 

/s/ RSM US LLP

 

Indianapolis, Indiana

April 20, 2021

 

 

 

 

Exhibit 99.1

 

 

Inotiv, Inc. Announces Select Preliminary Unaudited Financial Results for
Second Quarter and Year to Date Fiscal 2021

 

WEST LAFAYETTE, IN, April 20, 2021 – Inotiv, Inc. (NASDAQ:NOTV) (the “Company”, “We”, “Our” or “Inotiv”), a leading contract research organization specializing in nonclinical and analytical drug discovery and development services, today announced select preliminary unaudited financial results for the second quarter and six months ended March 31, 2021.

 

The Company expects to report:

 

· Total revenue of between $18.5 million and $18.8 million for the second quarter ended March 31, 2021, a year over year increase of 16.6% at the midpoint of the range.

 

· Total revenue of between $36.3 million and $36.6 million for the six months ended March 31, 2021, a year over year increase of 26.1% at the midpoint of the range.

 

· For its services business, a book-to-bill ratio of approximately 1.5x for the quarter ended March 31, 2021 and approximately 1.3x for the six months ended March 31, 2021.

 

· Backlog of $53.9 million as of March 31, 2021, compared to $45.3 million as of December 31, 2020.

 

Inotiv’s President and Chief Executive Officer, Robert Leasure, Jr., commented, “We reported strong preliminary second quarter revenue combined with a robust preliminary book-to-bill ratio and quarter-ending backlog, positioning us for continuing growth in the second half of fiscal 2021. In the coming days, we look forward to sharing our full financial results for the second quarter and providing an update on our previously announced agreements to purchase HistoTox Labs, Inc. and Bolder BioPATH, Inc.”

 

The Company will announce the date and time of its second quarter fiscal 2021 financial results conference call in a separate press release.

 

These total revenue amounts and the book-to-bill ratio and backlog information are preliminary, have not been audited and are subject to change in connection with the completion of our financial statements for the three and six months ended March 31, 2021. In addition, our independent registered public accounting firm does not express an opinion or any other form of assurance with respect thereto. The preliminary figures may differ materially from the actual results that will be reflected in the Company’s financial statements when they are completed and publicly disclosed. Accordingly, you should not place undue reliance on this information. Additional information and disclosures would be required for a more complete understanding of our financial position and results of operations as of, and for the period ended on, March 31, 2021.

 

 

 

 

About the Company

 

Inotiv, Inc., is a pharmaceutical development company providing contract research services and monitoring instruments to emerging pharmaceutical companies and the world's leading drug development companies and medical research organizations. The Company focuses on developing innovative services supporting its clients’ discovery and development objectives for improved decision-making and accelerated goal attainment. The Company’s products focus on increasing efficiency, improving data, and reducing the cost of taking new drugs to market. Visit inotivco.com for more information about the Company.

 

This release contains forward-looking statements that are subject to risks and uncertainties including, but not limited to, risks and uncertainties related to changes in the market and demand for our products and services, the development, marketing and sales of products and services, changes in technology, industry and regulatory standards, the timing of acquisitions and the successful closing, integration and business and financial impact thereof, the impact of the COVID-19 pandemic on the economy, demand for our services and products and our operations, including the measures taken by governmental authorities to address the pandemic, which may precipitate or exacerbate other risks and/or uncertainties and various other market and operating risks, including those detailed in the Company's filings with the U.S. Securities and Exchange Commission.

 

Company Contact Investor Relations
   
Inotiv, Inc. The Equity Group Inc.
Beth A. Taylor, Chief Financial Officer Kalle Ahl, CFA
(765) 497-8381 (212) 836-9614
btaylor@inotivco.com kahl@equityny.com
   
  Devin Sullivan
  (212) 836-9608
  dsullivan@equityny.com

 

 

 

 

Exhibit 99.2

 

Bolder BioPATH, Inc.

 

Financial Statements and Independent

Auditor's Report

 

December 31, 2020 and 2019

 

 

 

Table of Contents

 

    Page
     
Independent Auditor's Report   1
     
Financial Statements:  
     
Balance Sheets   3
     
Statements of Operations   4
     
Statements of Changes in Stockholders' Equity   5
     
Statements of Cash Flows   6
     
Notes to the Financial Statements   7-18   

 

 

 

 

 

Independent Auditor's Report

 

To the Stockholders
Bolder BioPATH, Inc.
Boulder, CO

 

Report on the Financial Statements

 

We have audited the accompanying financial statements of Bolder BioPATH, Inc. (the "Company") (an S Corporation), which comprise the balance sheets as of December 31, 2020 and 2019, and the related statements of operations, changes in stockholders' equity, and cash flows for the years then ended, and the notes to the financial statements.

 

Management's Responsibility for the Financial Statements

 

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditor's Responsibility

 

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

 

 

 

 

 

To the Stockholders
Bolder BioPATH, Inc.
Page 2

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bolder BioPATH, Inc. as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

 

Emphasis of Matter

 

As described in Note 13 to the financial statements, subsequent to the issuance of the Company's 2020 and 2019 financial statements and our report dated March 24, 2021, management determined an error as it relates to the calculation of the Company's contract assets, liabilities, and revenues on contracts in progress. In our original report, we expressed an unmodified opinion on the 2020 and 2019 financial statements, and our opinion on the revised statements, as expressed herein, remains unmodified.

 

 

 

Fort Collins, CO
March 24, 2021

(except for Note 13, as to which
the date is April 6, 2021)

 

 

 

Bolder BioPATH, Inc.

Balance Sheets

December 31, 2020 and 2019

 

 

    Restated
2020
    Restated
2019
 
Assets                
Current assets:                
Cash   $ 41,398     $ 110,362  
Accounts receivable, net     2,886,869       3,351,126  
Right of use asset - operating     1,845,438       -  
Unbilled revenue     1,456,126       1,392,672  
Prepaid expenses     45,326       45,311  
Total current assets     6,275,157       4,899,471  
Property and equipment, net     5,094,384       4,537,254  
Security deposit     69,637       69,637  
Total long-term assets     5,164,021       4,606,891  
Total assets   $ 11,439,178     $ 9,506,362  

Liabilities and Stockholders' Equity

     
Current liabilities:                
Accounts payable   $ 147,113     $ 601,367  
Accrued liabilities     199,599       232,112  
Deferred revenue     777,775       252,597  
Deferred rent, current portion     -       99,757  
Lease liability - operating, current portion     328,984       -  
Long-term debt - related party, current portion     1,439,632       555,220  
Long-term debt, current portion     196,114       31,754  
Total current liabilities     3,089,217       1,772,807  
Deferred rent, non-current portion     -       730,880  
Lease liability - operating, non-current portion     2,307,174       -  
Long-term debt - related party, non-current portion     -       1,444,780  
Long-term debt, non-current portion     173,672       50,182  
Total liabilities     5,570,063       3,998,649  
Common stock, $0.01 par value: 100,000 shares authorized, issued and outstanding     1,000       1,000  
Retained earnings     5,868,115       5,506,713  
Total stockholders' equity     5,869,115       5,507,713  
Total liabilities and stockholders' equity   $ 11,439,178     $ 9,506,362  

 

See accompanying notes to the financial statements and independent auditor's report.

 

3

 

 

Bolder BioPATH, Inc.

Statements of Operations

For the Years Ended December 31, 2020 and 2019

 

 

    Restated
2020
    Restated
2019
 
Revenues, net   $ 12,932,434     $ 12,985,335  
                 
Cost of revenues     7,165,258       6,078,476  
                 
Gross profit     5,767,176       6,906,859  
                 
Operating expenses                
General and administrative     1,836,934       1,634,138  
Salaries, wages, and employee benefits     1,343,646       1,082,465  
Depreciation expense     995,623       344,152  
Total operating expenses     4,176,203       3,060,755  
                 
Income from operations     1,590,973       3,846,104  
                 
Other income (expense)                
(Loss) on disposal of property and equipment     (4,883 )     -  
Other income     10,000       6,258  
Interest (expense)     (95,599 )     (36,624 )
Total other (expense)     (90,482 )     (30,366 )
                 
Net income   $ 1,500,491     $ 3,815,738  

 

See accompanying notes to the financial statements and independent auditor's report.

 

4

 

 

 

Bolder BioPATH, Inc.

Statements of Changes in Stockholders' Equity

For the Years Ended December 31, 2020 and 2019

 

 

    Common Stock     Restated
Retained
    Restated
Stockholders'
 
    Shares     Amount     Earnings     Equity  
Balances at December 31, 2018                                
Restated     100,000     $ 1,000     $ 4,845,564     $ 4,846,564  
Distributions to stockholders     -       -       (3,154,589 )     (3,154,589 )
Net income     -       -       3,815,738       3,815,738  
Balances at December 31, 2019                                
Restated     100,000     $ 1,000     $ 5,506,713     $ 5,507,713  
Distributions to stockholders     -       -       (1,139,089 )     (1,139,089 )
Net income     -       -       1,500,491       1,500,491  
Balances at December 31, 2020                                
Restated     100,000     $ 1,000     $ 5,868,115     $ 5,869,115  

 

See accompanying notes to the financial statements and independent auditor's report.

 

5

 

Bolder BioPATH, Inc.

Statements of Cash Flows

For the Years Ended December 31, 2020 and 2019

 

 

    Restated 2020     Restated 2019  
Cash flows from operating activities:                
Net income   $ 1,500,491     $ 3,815,738  
Adjustments to reconcile net income to net cash provided by operating activities:                
Loss on disposal of property and equipment     4,883       -  
Bad debt expense     36,035       108,226  
Depreciation expense     995,623       344,152  
Changes in assets and liabilities:                
Accounts receivable     428,222       (1,123,063 )
Unbilled revenue     (63,454 )     488,214  
Prepaid expenses     (15 )     1,283  
Accounts payable     (454,254 )     450,910  
Accrued liabilities     (72,430 )     978,379  
Deferred revenue     525,178       (228,962 )
Net cash provided by operating activities     2,900,279       4,834,877  
Cash flows from investing activities:                
Cash paid for the purchase of property and equipment     (1,459,116 )     (3,551,992 )
Proceeds from disposal of property and equipment     18,000       -  
Net cash (used in) investing activities     (1,441,116 )     (3,551,992 )
Cash flows from financing activities:                
Principal payments on line of credit     (2,308,076 )     -  
Proceeds from line of credit     2,308,076       -  
Principal payments on long-term debt related party     (560,368 )     -  
Principal payments on long-term debt     (53,134 )     (33,467 )
Proceeds from long-term debt     224,464       2,000,000  
Distributions to stockholders     (1,139,089 )     (3,154,589 )
Net cash (used in) financing activities     (1,528,127 )     (1,188,056 )
Net change in cash during the year     (68,964 )     94,829  
Cash - beginning of year     110,362       15,533  
Cash - end of year   $ 41,398     $ 110,362  
Non-cash investing and financing activities:                
Purchase of fixed assets through promissory notes   $ 116,519     $ -  
Supplemental disclosure of cash flow information:                
Cash paid for interest expense   $ 99,511     $ 41,859  

 

See accompanying notes to the financial statements and independent auditor's report.

 

6

 

 

Bolder BioPATH, Inc.

Notes to the Financial Statements

December 31, 2020 and 2019

 

Note 1 - Summary of Significant Accounting Policies

 

The accounting and reporting policies of Bolder BioPATH, Inc. (the "Company") conform to accounting principles generally accepted in the United States of America. The following summary of significant accounting policies is presented to assist the reader in evaluating the Company's financial statements.

 

Business Activity - The Company, incorporated on May 14, 2002, is headquartered in Boulder, Colorado and provides contract pharmacology, toxicology, and pathology services specializing in In Vivo models of rheumatoid arthritis, osteoarthritis, and cancer as well as other autoimmune and inflammation models with the goal of providing pre-clinical data to support advancing proteins and small molecules to investigational new drug or new drug application ("IND/NDA") stage.

 

Basis of Accounting - The Company maintains its accounting records on the accrual basis of accounting. This method is based on the matching concept of accounting principles generally accepted in the United States of America. As a result, revenues are recognized when they are earned and expenses are recognized when they are incurred.

 

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 reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and Cash Equivalents - For purposes of the balance sheets and cash flow statements, cash and cash equivalents include all bank accounts of the Company that have maturities of three months or less.

 

Accounts receivable - Accounts receivable include customer obligations due under normal trade terms for amounts billed pursuant to the agreed upon billing schedule for each respective study. The Company records accounts receivable at their net realizable value, which requires management to estimate the collectability of the Company's receivables. Judgment is required in assessing the realization of these receivables, including the credit worthiness of each counterparty and the related aging of past due balances.

 

7

 

 

Bolder BioPATH, Inc.

Notes to the Financial Statements

December 31, 2020 and 2019

 

Note 1 - Summary of Significant Accounting Policies (continued)

 

Accounts receivable continued - Management evaluates all accounts and a reserve is established based on the best facts available based on management's assessment of their collectability. After all attempts to collect a receivable have failed, the receivable is written off through the allowance for doubtful accounts. The allowance for doubtful accounts is estimated by analyzing the payment history of customers and current economic conditions. The allowance for doubtful accounts was $51,058 and $53,027 as of December 31, 2020 and 2019, respectively.

 

Property and Equipment - Property and equipment are stated at cost net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Expenditures for major renewals and betterments that extend the useful lives of equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. All tangible personal property with a useful life of more than one year and a unit acquisition cost of $1,500 or more is capitalized and depreciated over its useful life using the straight-line method. The Company expenses the full acquisition cost of tangible personal property below this threshold in the year of purchase. Estimated useful lives on property and equipment are as follows:

 

      Years  
Leasehold improvements     5-11 years  
Machinery and equipment     5 years  
Vehicles     5 years  
Computer equipment     5 years  
Furniture and fixtures     7 years  

 

Leasehold improvements are amortized over the shorter of the lease term or useful life of the asset.

 

Depreciation expense was $995,623 and $344,152 for the years ended December 31, 2020 and 2019, respectively.

 

Long-Lived Assets - The Company evaluates its long-lived assets in accordance with Accounting Standards Codification ("ASC") 360-10-50, “Accounting for the Impairment or Disposal of Long-lived Assets,” which requires reviewing long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be reasonable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If long-lived assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds fair market value and is recorded in the year the determination was made. There was no impairment of long-lived assets as of December 31, 2020 or 2019, respectively.

 

8

 

 

Bolder BioPATH, Inc.

Notes to the Financial Statements

December 31, 2020 and 2019

 

Note 1 - Summary of Significant Accounting Policies (continued)

 

Revenue Recognition - In accordance with the Accounting Standards Update (“ASU”)2014-09, “Revenue from Contracts with Customers” (Topic 606), the Company recognizes revenue upon the transfer of goods and services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The Company earns revenue through service contracts, which are generally fixed price arrangements subject to pricing adjustments based on changes in scope. In cases where performance spans multiple accounting periods, revenue is recognized as the respective clinical study progresses. The total contract value, or total contractual payments, represents the aggregate contracted price for each of the agreed upon services to be provided. Changes in the scope of work are common and generally result in a change in contract value.

 

When a customer has agreed to a change in scope and renegotiated pricing terms, the contract value is amended with revenue recognized as described above. Revenue is recognized as services are performed, generally using an output method based on milestones specific to each respective contract, multiplied by the total contract value. The Company believes that this method used reasonably depict the progress of the Company towards completing its obligations.

 

Billing schedules and payment terms are generally negotiated on a contract-by-contract basis. The Company bills the customer for the total contract value in progress-based installments as certain non-contingent billing milestones are reached over the contract duration, such as contract signing, completion of the study, and delivery of the report. The term "billing milestone" relates only to a billing trigger in a contract whereby amounts become billable and payable in accordance with a negotiated predetermined billing schedule throughout the term of the project. These billing milestones are generally not performance- based (i.e., there is no potential additional consideration tied to specific deliverables or performance).

 

In other cases, services may be provided and revenue recognized before the customer is invoiced. In these cases, revenue recognized will exceed amounts billed and represents a contract asset on the balance sheet. Once the customer is invoiced, the contract asset is reduced for the amount billed and a corresponding accounts receivable is recorded.

 

In some cases, payments received are in excess of revenue recognized. Payments received in advance of services being provided are deferred as unearned revenue on the balance sheet. As the contracted services are subsequently performed and the associated revenue is recognized, the unearned revenue balance is reduced by the amount of revenue recognized during the period.

 

9

 

 

Bolder BioPATH, Inc.

Notes to the Financial Statements

December 31, 2020 and 2019

 

Note 1 - Summary of Significant Accounting Policies (continued)

 

Advertising - The Company expenses advertising costs as incurred. Advertising expenses charged to operations were $9,687 and $64,996 for the years ended December 31, 2020 and 2019, respectively.

 

Research and Development Costs - Costs and expenses that can be clearly identified as research and development are charged to expense.

 

Concentration of Credit Risk - The Company's operations are concentrated in the preclinical Contract Research Organization ("CRO") industry. As such, the Company's trade accounts receivable, payables and operations are concentrated in this industry.

 

The Company extends trade credit, with no interest charged, to its customers on terms that are generally standard practice in the industry and performs ongoing evaluations of its customers' financial condition. Management believes any credit risk is minimal. For the years ended December 31, 2020 and 2019, one customer totaled approximately 15% and 36% of accounts receivable and 16% and 25% of sales, respectively.

 

The Company maintains cash accounts which, at times, may exceed the federally insured limit. Federal Deposit Insurance Corporation ("FDIC") insures accounts up to $250,000. As of December 31, 2020, cash balances in excess of federally insured limits were $372,578. There were no cash balances in excess of federally insured limits as of December 31, 2019.

 

Income Taxes - The Company operates as a Subchapter S Corporation. As such, income and expenses of the Company are reported on the stockholders' individual income tax return. The Company is subject to certain state and local taxes.

 

The Company accounts for uncertain tax positions in accordance with ASC 740-10, "Income Taxes." ASC 740-10, "Income Taxes," provides several clarifications related to uncertain tax positions. Most notably, a "more-likely-than-not" standard for initial recognition of tax positions, a presumption of audit detection and a measurement of recognized tax benefits based on the largest amount that has a greater than 50 percent likelihood of realization. ASC 740-10, "Income Taxes," applies a two-step process to determine the amount of tax benefit to be recognized in the financial statements. First, the Company must determine whether any amount of tax benefit may be recognized. Second, the Company determines how much of the tax benefit should be recognized for tax positions that qualify for recognition. No additional liabilities have been recognized. Accordingly, the Company has not recognized any penalty, interest or tax impact related to uncertain tax positions.

 

10

 

 

Bolder BioPATH, Inc.

Notes to the Financial Statements

December 31, 2020 and 2019

 

Note 1 - Summary of Significant Accounting Policies (continued)

 

Fair Value Measurements - The Company adopted the provisions of ASC 820, “Fair Value Measurements” for financial assets and financial liabilities. ASC 820 defines fair value, establishes a framework for measuring fair value under GAAP, and expands disclosure about fair value measurements. ASC 820 applies to all financial instruments that are being measured and reported on a fair value basis. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a fair value hierarchy that prioritizes the inputs used in valuation methodologies into the following three levels:

 

Level 1 Inputs - Unadjusted: quoted prices in active markets for identical assets or liabilities.

 

Level 2 Inputs - Observable: inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3 Inputs - Unobservable: inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or other valuation techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

 

The carrying amounts of cash, accounts receivable, prepaid expenses, account payable and other accruals approximate their fair values because of the short-term maturities or expected settlement dates of these instruments. All other significant financial assets or liabilities of the Company are either recognized or disclosed in the financial statements together with information relevant for making a reasonable assessment of future cash flows, interest rate risk, and credit risk.

 

Leases - In February 2016, the FASB issued ASU 2016-02, "Leases," (Topic 842) (“ASU 2016-02”), which supersedes the guidance in former ASC 840, "Leases." The new accounting guidance requires recognition of all long-term lease assets and lease liabilities by lessees and sets forth new disclosure requirements for those lease assets and liabilities. It requires lessees to recognize right-of-use ("ROU") assets and lease liabilities on the balance sheet using a modified retrospective approach at the beginning of the earliest comparative period in the financial statements with a term of greater than 12 months regardless of the classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases.

 

11

 

 

Bolder BioPATH, Inc.

Notes to the Financial Statements

December 31, 2020 and 2019

 

Note 1 - Summary of Significant Accounting Policies (continued)

 

Leases (continued) - The Company adopted this new standard on January 1, 2020 using the required modified retrospective approach and utilizing the effective date as its date of initial application.

 

The Company determines if a contract contains a lease at the inception of the contract. The Company currently has a lease related to its facility leased for office and laboratory space, which is classified as an operating lease. The lease results in an operating right-of-use asset, current operating lease liability, and non-current lease liability in the Company’s balance sheet. The Company does not have any financing leases.

 

ASU 2016-02 provides a number of optional practical expedients in transition. The Company elected to adopt the 'package of practical expedients', which permits the Company (i) not to reassess whether expired existing contracts are or contain leases, (ii) not to reassess the classification of expired or existing leases, and (iii) not to reassess initial direct costs for any existing leases. The Company will continue to differentiate between finance leases (previously referred to as capital leases) and operating leases using classification criteria that are substantially similar to the previous guidance. Adoption of this standard resulted in the recognition of a right-of-use asset and a lease liability on the Company’s January 1, 2020 balance sheet of $2,109,204 and $2,939,162, respectively. There was no material impact resulting from the adoption on the Company’s statement of operations for the year ended December 31, 2020. Lease liabilities represent an obligation to make lease payments arising from the lease and ROU assets represent the right to use the underlying asset identified in the lease for the lease term. Lease liabilities are measured at the present value of the lease payments not yet paid discounted using the discount rate for the lease established at the lease commencement date. To determine the present value, the implicit rate is used when readily determinable.

 

For leases where the implicit rate is not provided, the Company determines an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. ROU assets are measured at the present value of the lease payments and also include any prepaid lease payments made and any other indirect costs incurred, and exclude any lease incentives received. Lease expense is recognized on a straight-line basis over the lease term. In transition to ASC 842, the Company utilized the remaining lease term of its lease in determining the appropriate incremental borrowing rate. The application of the new standard required netting of unamortized balance of lease incentives and deferred lease obligation to right-of-use asset at the adoption date. The Company’s operating lease includes rental escalation clauses that are factored into the determination of lease payments when appropriate. The Company does not separate lease and non-lease components of contracts.

 

12

 

 

Bolder BioPATH, Inc.

Notes to the Financial Statements

December 31, 2020 and 2019

 

Note 2 - Property and Equipment

 

Property and equipment consists of the following as of December 31:

 

    2020     2019  
Leasehold improvements   $ 6,992,809     $ 5,775,802  
Machinery and equipment     306,278       117,777  
Vehicles     252,422       185,829  
Computer equipment     97,106       45,009  
Furniture and fixtures     17,215       15,704  
      7,665,830       6,140,121  
Less: accumulated depreciation     (2,571,446 )     (1,602,867 )
Property and equipment, net   $ 5,094,384     $ 4,537,254  

 

Note 3 - Accrued Liabilities

 

Accrued liabilities consists of the following as of December 31:

 

    2020     2019  
Stockholder payable   $ 136,339     $ 41,795  
Accrued payroll and benefits     36,534       -  
Accrued bonuses     -       148,832  
Use taxes     23,734       38,495  
Other     2,992       2,990  
Total accrued liabilities   $ 199,599     $ 232,112  

 

Note 4 - Line of Credit

 

The Company has a revolving line of credit with a maximum amount available of $1,000,000. The line of credit bears interest at variable rate equal to the annual prime rate plus an applicable percentage of 2.00%. The effective interest rates were 5.25% and 6.75% as of December 31, 2020 and 2019, respectively. The line of credit calls for monthly interest only payments with all unpaid principal and interest due at maturity on April 16, 2021. The line is secured by substantially all assets of the Company. The Company had no principal amounts outstanding as of December 31, 2020 or 2019, respectively, and through the date of issuance of these financial statements.

 

13

 

 

Bolder BioPATH, Inc.

Notes to the Financial Statements

December 31, 2020 and 2019

 

Note 5 - Long-term Debt

 

The Company regularly purchases vehicles through promissory notes in the ordinary course of operations. As of December 31, 2020, and 2019, the notes bear interest at fixed rates ranging from 1.90% to 3.74%, respectively. The notes require monthly principal and interest payments of $965 to $2,374 and $3,604 to $68,886 with maturity dates ranging from May 2020 to September 2023 and November 2022 to April 2026 as of December 31, 2020, and 2019, respectively. The notes are secured by the underlying asset, as defined in each respective note agreement. The principal amounts due on the vehicle loans were $145,322 and $81,936 as of December 31, 2020, and 2019, respectively.

 

PPP Loan

 

On April 20, 2020, the Organization entered into a Paycheck Protection Program ("PPP") loan agreement with an original principal balance of $224,464 and a fixed interest rate of 1.00%. The loan requires monthly principal payments of $12,634 beginning November 20, 2020 with all principal and unpaid interest due at maturity on April 20, 2022. The Company accounted for the PPP loan in accordance with ASC 470, "Debt," which requires the Company to record the proceeds from the loan as a liability until it has been forgiven, either wholly or in part, and the Company is legally released from the obligation by the government. Once released, the Company will reduce the liability by the amount forgiven and record a gain extinguishment in accordance with ASC 450-30, "Gain contingencies." As of December 31, 2020, the outstanding principal balance was $224,464.

 

Maturities of the long-term debt are as follows for the years ended December 31:

 

      PPP Loan     Third Party     Total  
2021     $ 151,613     $ 44,501     $ 196,114  
2022       72,851       39,128       111,979  
2023       -       18,738       18,738  
2024       -       19,422       19,422  
2025       -       20,132       20,132  
Thereafter       -       3,401       3,401  
      $ 224,464     $ 145,322     $ 369,786  

 

14 

 

 

Bolder BioPATH, Inc.

Notes to the Financial Statements

December 31, 2020 and 2019

 

Note 6 - Related Party Note Payable

 

On August 1, 2019 the Company entered into an unsecured note payable agreement with the owners of the Company with an original principal amount not to exceed $2,000,000 to assist with the expansion cost of the Company’s facility. The Company borrowed $1,000,000 on the effective date of the agreement and an additional $1,000,000 on November 1, 2019. The related party note payable bore interest at a fixed rate of 8.00% per annum through December 31, 2019 and decreased to 5.00% on January 1, 2020. The fixed rate is subject to change at the demand of the owners, however will not exceed 8.00% per annum, as defined in the agreement. The related party note payable requires, at minimum, monthly interest payments in addition to an undefined amount of principal. All unpaid amount of principal and interest are due at maturity on August 1, 2021. The principal amounts due on the related party note payable was $1,439,632 and $2,000,000 as of December 31, 2020, and 2019, respectively.

 

Note 7 - EIDL Advance

 

On May 1 2020, the Company received an Economic Injury Disaster Loan Advance ("EIDL Advance") of $10,000 from the United States Small Business Administration (the "SBA") under its Economic Disaster Loan assistance program in light of the impact of the coronavirus ("COVID-19") pandemic on the Company's business. The advance is not repayable and is recorded as other income in the accompanying statements of operations.

 

Note 8 - Related Party Transactions

 

The Company receives report writing services from Report Right, LLC ("Report Right"), a related entity owned by a direct relative of a stockholder. Amounts paid to Report Right totaled $312,796 and $331,095 for the years ended December 31, 2020 and 2019, respectively. There were no amounts due to Report Right as of December 31, 2020 or 2019, respectively.

 

Note 9 - Leases

 

The Company is obligated under a non-cancelable lease agreement for its office and laboratory facility in Boulder, Colorado. This operating lease requires escalating rental payments and expires on November 30, 2026.

 

As of December 31, 2020, future undiscounted minimum contractual payments under the Company’s operating lease were $3,267,182. The discount rate for the operating lease liability was 6.75% which was the Company’s incremental borrowing rate at the ASC 842 adoption date as the discount rate implicit in the lease could not be readily determined.

 

15 

 

 

Bolder BioPATH, Inc.

Notes to the Financial Statements

December 31, 2020 and 2019

 

Note 9 - Leases (continued)

 

In addition to fixed lease payments, the Company also has variable lease costs that requires the Company to pay its pro-rata share of real estate taxes and operating costs. The components of lease expense are as follows related to the Company's leases for the year ended December 31, 2020:

 

Fixed operating lease costs   $ 428,268  
Variable lease costs     239,054  
Total lease cost   $ 667,322  

 

Future fixed minimum rental payments required under the non-cancelable operating lease agreements are as follows for the years ending December 31:

 

2021     $ 495,585  
2022       511,831  
2023       528,573  
2024       545,890  
2025       607,841  
Thereafter       577,462  
Total undiscounted lease payments       3,267,182  
Less: imputed interest       (631,024 )
Total lease liability     $ 2,636,158  

 

Other information:      
Operating cash flows used for operating lease   $ 704,305  
Weighted average remaining lease term (in years)     5.9  
Weighted-average discount rate     6.75 %

 

Under the prior lease accounting guidance, minimum rental commitments under non-cancelable leases as were as follows as of December 31 2019:

 

2020     $ 451,523  
2021       495,585  
2022       511,831  
2023       528,573  
2024       545,890  
Thereafter       1,185,303  
Total minimum lease payments     $ 3,718,705  

 

16 

 

 

Bolder BioPATH, Inc.

Notes to the Financial Statements

December 31, 2020 and 2019

 

Note 10 - Retirement Plan

 

The Company sponsors an Internal Revenue Code Section 401(k) safe harbor profit sharing plan covering substantially all of its employees. The Company provides a matching contribution equal to i) 100% up to the first 3% plus ii) 50% on the next 2% of eligible compensation. Company contributions totaled $119,790 and $77,805 for the years ended December 31, 2020 and 2019, respectively.

 

Note 11 - Risks and Uncertainties

 

The new strain of COVID-19 in 2020 and the efforts to contain it have negatively impacted the global economy, disrupted manufacturing operations and global supply chains and created significant volatility and disruption of financial markets. In addition, the COVID-19 pandemic has significantly increased economic and demand uncertainty. The Company believes the estimates and assumptions underlying the financial statements are reasonable and supportable based on the information available at the time the financial statements were prepared. However, uncertainty over the impact COVID-19 will have on the global economy and the Company in particular makes many of the estimates and assumptions reflected in the 2020 financial statements inherently less certain. Therefore, actual results may ultimately differ from those estimates to a greater degree than historically.

 

Note 12 - Subsequent Events

 

In accordance with ASC 855, "Subsequent Events," management has evaluated all material events or transactions that occurred after December 31, 2020, the balance sheet date, through March 24, 2021, the date the financial statements were available to be issued, except Note 13 which is through April 6, 2021. Management has determined there are no events or transactions which would impact the financial statements for the year ended December 31, 2020, except as follows:

 

In March 2021, the Company paid $400,000 towards the balance due on the related party note payable.

 

17 

 

 

Bolder BioPATH, Inc.

Notes to the Financial Statements

December 31, 2020 and 2019

 

Note 13 - Revisions to Previously Issued Financial Statements

 

Subsequent to the issuance of the Company's 2020 and 2019 financial statements, management determined an error in the calculation of its contract assets, liabilities, and revenues, as it relates to the Company's contracts in progress resulting in the following adjustments as of and for the years ended:

 

December 31, 2020   As Previously
Reported
    Restated  
Unbilled revenue   $ 1,084,308     $ 1,456,126  
Deferred revenue   $ 698,560     $ 777,775  
Retained earnings   $ 5,575,512     $ 5,868,115  
Revenues, net   $ 12,945,469     $ 12,932,434  
Net income   $ 1,513,526     $ 1,500,491  

 

December 31, 2019   As Previously
Reported
    Restated  
Unbilled revenue   $ 1,036,397     $ 1,392,672  
Deferred revenue   $ 201,960     $ 252,597  
Retained earnings   $ 5,201,075     $ 5,506,713  
Revenues, net   $ 13,444,792     $ 12,985,335  
Net income   $ 4,275,195     $ 3,815,738  

 

18 

 

Exhibit 99.3

 

HistoTox Labs, Inc.

 

Financial Statements and Independent

Auditor's Report

 

December 31, 2020

 

 

 

 

Table of Contents

 

  Page
Independent Auditor's Report 1
   
Financial Statements:  
   
Balance Sheet 3
   
Statement of Operations 4
   
Statement of Changes in Stockholder's Equity 5
   
Statement of Cash Flows 6
   
Notes to the Financial Statements 7-17

 

 

 

 

 

Independent Auditor's Report

 

To the Stockholder

HistoTox Labs, Inc.

Boulder, Colorado

 

Report on the Financial Statements

 

We have audited the accompanying financial statements of HistoTox Labs, Inc. (the "Company") (an S Corporation), which comprise the balance sheet as of December 31, 2020, and the related statements of operations, changes in stockholder's equity, and cash flows for the year then ended, and the notes to the financial statements.

 

Management's Responsibility for the Financial Statements

 

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditor's Responsibility

 

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

 

 

 

 

 

 

 

To the Stockholder

HistoTox Labs, Inc.

Page 2

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of HistoTox Labs, Inc. as of December 31, 2020, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

 

 

Fort Collins, CO

March 22, 2021

 

 

 

HistoTox Labs, Inc.

Balance Sheet

December 31, 2020

 

Assets        
Current assets:        
Cash   $ 923,781  
Accounts receivable     1,157,426  
Right of use asset - operating     1,218,109  
Unbilled revenue     8,562  
Total current assets     3,307,878  
         
Long-term assets:        
Property and equipment, net     3,130,010  
Security deposit     25,124  
Total long-term assets     3,155,134  
         
Total assets   $ 6,463,012  
         
Liabilities and Stockholder's Equity        
Current liabilities:        
Accounts payable   $ 262,356  
Accrued liabilities     380,355  
Deferred revenue     457,646  
Lease liability - operating, current portion     214,348  
Long-term debt, current portion     497,980  
Total current liabilities     1,812,685  
         
Lease liability - operating, non-current portion     1,486,746  
Long-term debt, non-current portion     400,696  
Total liabilities     3,700,127  
         
Common stock, no par value: 10 shares authorized, issued and outstanding     10  
Retained earnings     2,762,875  
Total stockholder's equity     2,762,885  
         
Total liabilities and stockholder's equity   $ 6,463,012  

 

See accompanying notes to the financial statements and independent auditor's report.

 

3

 

 

HistoTox Labs, Inc.

Statement of Operations

For the Year Ended December 31, 2020

 

Revenues, net   $ 9,116,058  
         
Cost of revenues     3,986,194  
         
Gross profit     5,129,864  
         
Operating expenses        
Salaries, wages, and employee benefits     1,089,192  
General and administrative     1,059,663  
Depreciation and amortization expense     669,179  
Selling expenses     44,408  
Total operating expenses     2,862,442  
         
Income from operations     2,267,422  
         
Other income (expense)        
Other income     6,000  
Interest (expense)     (43,591 )
Total other (expense)     (37,591 )
         
Net income   $ 2,229,831  

 

See accompanying notes to the financial statements and independent auditor's report.

 

4

 

 

 

HistoTox Labs, Inc.

Statement of Changes in Stockholder's Equity

For the Year Ended December 31, 2020

 

    Common Stock     Retained     Stockholder's  
    Shares     Amount     Earnings     Equity  
Balance, December 31, 2019     10     $ 10     $ 2,421,455     $ 2,421,465  
Distributions to stockholder     -       -       (1,888,411 )     (1,888,411 )
Net income     -       -       2,229,831       2,229,831  
Balance, December 31, 2020     10     $ 10     $ 2,762,875     $ 2,762,885  

 

See accompanying notes to the financial statements and independent auditor's report.

 

5

 

 

HistoTox Labs, Inc.

Statement of Cash Flows

For the Year Ended December 31, 2020

 

Cash flows from operating activities:      
Net income   $ 2,229,831  
         
Adjustments to reconcile net income to net cash provided by operating activities:        
Depreciation and amortization expense     669,179  
Changes in assets and liabilities:        
Accounts receivable     38,303  
Unbilled revenue     16,290  
Accounts payable     68,602  
Accrued liabilities     83,321  
Deferred revenue     322,082  
         
Net cash provided by operating activities     3,427,608  
         
Cash flows from investing activities:        
Cash paid for the purchase of property and equipment     (905,961 )
         
Net cash (used in) investing activities     (905,961 )
         
Cash flows from financing activities:        
Principal payments on long-term debt     (625,410 )
Proceeds from long-term debt     357,500  
Distributions to stockholder     (1,888,411 )
         
Net cash (used in) financing activities     (2,156,321 )
         
Net change in cash during the year     365,326  
         
Cash - beginning of year     558,455  
         
Cash - end of year   $ 923,781  
         
Non-cash investing and financing activities:        
Purchase of fixed assets through promissory notes   $ 472,651  
         
Supplemental information:        
Cash paid for interest expense   $ 43,591  

 

See accompanying notes to the financial statements and independent auditor's report.

 

6

 

 

 

HistoTox Labs, Inc.

Notes to the Financial Statements

December 31, 2020

 

Note 1 - Summary of Significant Accounting Policies

 

The accounting and reporting policies of HistoTox Labs, Inc. (the "Company") conform to accounting principles generally accepted in the United States of America. The following summary of significant accounting policies is presented to assist the reader in evaluating the Company's financial statements.

 

Business Activity - The Company, incorporated on March 27, 2003, is headquartered in Boulder, Colorado and is a Good Laboratory Practices ("GLP") compliant contract histology laboratory providing routing and specialized histology and histopathology, immunohistochemistry ("IHC"), whole-slide scanning (Aperio AT2), and digital image analysis services. The Company specializes in areas of preclinical toxicology, cancer, fibrosis, bone histology and a variety of inflammation models.

 

Basis of Accounting - The Company maintains its accounting records on the accrual basis of accounting. This method is based on the matching concept of accounting principles generally accepted in the United States of America. As a result, revenues are recognized when they are earned and expenses are recognized when they are incurred.

 

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 reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and Cash Equivalents - For purposes of the balance sheet and cash flow statement, cash and cash equivalents include all bank accounts of the Company that have maturities of three months or less.

 

Accounts receivable - Accounts receivable include customer obligations due under normal trade terms for amounts billed pursuant to the agreed upon billing schedule for each respective study. The Company records accounts receivable at their net realizable value, which requires management to estimate the collectability of the Company's receivables. Judgment is required in assessing the realization of these receivables, including the credit worthiness of each counterparty and the related aging of past due balances.

 

7

 

 

HistoTox Labs, Inc.

Notes to the Financial Statements

December 31, 2020

 

Note 1 - Summary of Significant Accounting Policies (continued)

 

Accounts receivable (continued) - Management evaluates all accounts and a reserve is established based on the best facts available based on management's assessment of their collectability. After all attempts to collect a receivable have failed, the receivable is written off through the allowance for doubtful accounts. The allowance for doubtful accounts is estimated by analyzing the payment history of customers and current economic conditions. Based on this analysis, the Company determined no allowance was necessary as of December 31, 2020.

 

Property and Equipment - Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Expenditures for major renewals and betterments that extend the useful lives of equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. All tangible personal property with a useful life of more than one year and a unit acquisition cost of $1,500 or more is capitalized and depreciated over its useful life using the straight-line method. The Company expenses the full acquisition cost of tangible personal property below this threshold in the year of purchase. Estimated useful lives on property and equipment are as follows:

 

  Years
Lab equipment 3-7 years
Leasehold improvements 6-12 years
Computers and software 3-5 years
Furniture and fixtures 7 years
Vehicles 5 years

 

Leasehold improvements are amortized over the shorter of the lease term or useful life of the asset.

 

Depreciation and amortization expense was $669,179 for the year ended December 31, 2020.

 

Long-Lived Assets - The Company evaluates its long-lived assets in accordance with Accounting Standards Codification ("ASC") 360-10-50, “Accounting for the Impairment or Disposal of Long-lived Assets,” which requires reviewing long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be reasonable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If long-lived assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds fair market value and is recorded in the year the determination was made. There was no impairment of long-lived assets as of December 31, 2020.

 

8

 

 

HistoTox Labs, Inc.

Notes to the Financial Statements

December 31, 2020

 

Note 1 - Summary of Significant Accounting Policies (continued)

 

Revenue Recognition - In accordance with the Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” (Topic 606), the Company recognizes revenue upon the transfer of goods and services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The Company earns revenue through service contracts, which generally are fixed price arrangements subject to pricing adjustments based on changes in scope. In cases where performance spans multiple accounting periods, revenue is recognized as the respective clinical study progresses. The total contract value, or total contractual payments, represents the aggregate contracted price for each of the agreed upon services to be provided. Changes in the scope of work are common and generally result in a change in contract value.

 

The method to measure progress towards completion requires judgment and is based on the nature of services to be provided depending on the transfer of value to the customer. Revenue is recognized as services are performed, generally using an output method based on discrete service, such as slides tested. The Company believes that the method used reasonably depicts the progress of the Company towards completing its obligations.

 

Generally, the Company bills the total contract value before the agreed upon services are provided. These billings are not performance-based (i.e., there is no potential additional consideration tied to specific deliverables or performance). Accordingly, payments received are in excess of revenue recognized. Payments received in advance of services being provided are deferred as contract liabilities on the balance sheet. As the services are performed and the associated revenue is recognized, the contract liability is reduced by the amount of revenue recognized during the period.

 

Services may be provided and revenue recognized before the customer is invoiced. In these cases, revenue recognized will exceed amounts billed and represents a contract asset on the balance sheet. Once the customer is invoiced, the contract asset is reduced for the amount billed and a corresponding accounts receivable is recorded.

 

Advertising - The Company expenses advertising costs as incurred. Advertising expenses charged to operations was $44,408 for the year ended December 31, 2020.

 

Research and Development Costs - Costs and expenses that can be clearly identified as research and development are charged to expense.

 

9

 

 

HistoTox Labs, Inc.

Notes to the Financial Statements

December 31, 2020

 

Note 1 - Summary of Significant Accounting Policies (continued)

 

Concentration of Credit Risk - The Company's operations are concentrated in the preclinical Contract Research Organization ("CRO") industry. As such, the Company's accounts receivable, payables and operations are concentrated in this industry.

 

The Company extends trade credit, with no interest charged, to its customers on terms that are generally standard practice in the industry and performs ongoing evaluations of its customers' financial condition. Management believes any credit risk is minimal. For the year ended December 31, 2020, two vendors totaled approximately 29% of purchased services, however these vendors can be replaced with alternative vendors should the need arise.

 

The Company maintains cash accounts which, at times, may exceed the federally insured limit. Federal Deposit Insurance Corporation ("FDIC") insures accounts up to $250,000. As of December 31, 2020, cash balances in excess of federally insured limits were $970,458.

 

Income Taxes - The Company operates as a Subchapter S Corporation. As such, income and expenses of the Company are reported on the stockholder's individual income tax return. The Company is subject to certain state and local taxes.

 

The Company accounts for uncertain tax positions in accordance with ASC 740-10, "Income Taxes." ASC 740-10, "Income Taxes," provides several clarifications related to uncertain tax positions. Most notably, a "more-likely-than-not" standard for initial recognition of tax positions, a presumption of audit detection and a measurement of recognized tax benefits based on the largest amount that has a greater than 50 percent likelihood of realization. ASC 740-10, "Income Taxes," applies a two-step process to determine the amount of tax benefit to be recognized in the financial statements. First, the Company must determine whether any amount of tax benefit may be recognized. Second, the Company determines how much of the tax benefit should be recognized for tax positions that qualify for recognition. No additional liabilities have been recognized. Accordingly, the Company has not recognized any penalty, interest or tax impact related to uncertain tax positions.

 

Fair Value Measurements - The Company adopted the provisions of ASC 820, “Fair Value Measurements” for financial assets and financial liabilities. ASC 820 defines fair value, establishes a framework for measuring fair value under GAAP, and expands disclosure about fair value measurements. ASC 820 applies to all financial instruments that are being measured and reported on a fair value basis. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

 

10

 

 

HistoTox Labs, Inc.

Notes to the Financial Statements

December 31, 2020

 

Note 1 - Summary of Significant Accounting Policies (continued)

 

Fair Value Measurements (continued) - ASC 820 also establishes a fair value hierarchy that prioritizes the inputs used in valuation methodologies into the following three levels:

 

• Level 1 Inputs - Unadjusted: quoted prices in active markets for identical assets or liabilities.

 

• Level 2 Inputs - Observable: inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

• Level 3 Inputs - Unobservable: inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or other valuation techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

 

The carrying amounts of cash, accounts receivable, account payable and other accruals approximate their fair values because of the short-term maturities or expected settlement dates of these instruments. All other significant financial assets or liabilities of the Company are either recognized or disclosed in the financial statements together with information relevant for making a reasonable assessment of future cash flows, interest rate risk, and credit risk.

 

Leases - In February 2016, the FASB issued ASU 2016-02, "Leases," (Topic 842) (“ASU 2016-02”), which supersedes the guidance in former ASC 840, "Leases." The new accounting guidance requires recognition of all long-term lease assets and lease liabilities by lessees and sets forth new disclosure requirements for those lease assets and liabilities. It requires lessees to recognize right-of-use ("ROU") assets and lease liabilities on the balance sheet using a modified retrospective approach at the beginning of the earliest comparative period in the financial statements with a term of greater than 12 months regardless of the classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The Company adopted this new standard on January 1, 2020 using the required modified retrospective approach and utilizing the effective date as its date of initial application.

 

The Company determines if a contract contains a lease at the inception of the contract. The Company currently has a lease related to its facility leased for office and laboratory space, which is classified as an operating lease. The lease results in an operating right-of-use asset, current operating lease liability, and non-current lease liability in the Company’s balance sheet. The Company does not have any financing leases.

 

11

 

 

HistoTox Labs, Inc.

Notes to the Financial Statements

December 31, 2020

 

Note 1 - Summary of Significant Accounting Policies (continued)

 

Leases (continued) - ASU 2016-02 provides a number of optional practical expedients in transition. The Company elected to adopt the 'package of practical expedients', which permits the Company (i) not to reassess whether expired existing contracts are or contain leases, (ii) not to reassess the classification of expired or existing leases, and (iii) not to reassess initial direct costs for any existing leases. The Company will continue to differentiate between finance leases (previously referred to as capital leases) and operating leases using classification criteria that are substantially similar to the previous guidance. Adoption of this standard resulted in the recognition of a right-of-use asset and a lease liability on the Company’s January 1, 2020 balance sheet of $1,386,030 and $1,871,124, respectively. There was no material impact resulting from the adoption on the Company’s statement of operations for the year ended December 31, 2020. Lease liabilities represent an obligation to make lease payments arising from the lease and ROU assets represent the right to use the underlying asset identified in the lease for the lease term. Lease liabilities are measured at the present value of the lease payments not yet paid discounted using the discount rate for the lease established at the lease commencement date. To determine the present value, the implicit rate is used when readily determinable.

 

For leases where the implicit rate is not provided, the Company determines an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. ROU assets are measured at the present value of the lease payments and also include any prepaid lease payments made and any other indirect costs incurred, and exclude any lease incentives received. Lease expense is recognized on a straight-line basis over the lease term. In transition to ASC 842, the Company utilized the remaining lease term of its lease in determining the appropriate incremental borrowing rate. The application of the new standard required netting of unamortized balance of lease incentives and deferred lease obligation to right-of-use asset at the adoption date. The Company’s operating lease includes rental escalation clauses that are factored into the determination of lease payments when appropriate. The Company does not separate lease and non-lease components of contracts.

 

12

 

 

HistoTox Labs, Inc.

Notes to the Financial Statements

December 31, 2020

 

Note 2 - Property and Equipment

 

Property and equipment consists of the following as of December 31, 2020:

 

Lab equipment   $ 2,749,916  
Leasehold improvements     1,490,050  
Computers and software     390,355  
Furniture and fixtures     253,785  
Vehicles     84,488  
      4,968,594  
Less: accumulated depreciation and amortization     (1,838,584 )
  Property and equipment, net   $ 3,130,010  

 

Note 3 - Accrued Liabilities

 

Accrued liabilities consists of the following as of December 31, 2020:

 

Accrued payroll and benefits   $ 171,660  
Accrued paid time off     134,638  
Accrued taxes     74,057  
Total accrued liabilities   $ 380,355  

 

Note 4 - Line of Credit

 

The Company has a revolving line of credit with a maximum amount available of $100,000. The line of credit bears interest at variable rate equal to the annual prime rate plus an applicable percentage of 2.00%. The effective interest rate was 5.25% as of December 31, 2020. The line of credit calls for monthly interest only payments with all unpaid principal and interest due at maturity on July 30, 2021. The line is secured by substantially all assets of the Company. The Company had no principal amounts outstanding as of December 31, 2020 and through the date of the issuance of these financial statements.

 

13

 

 

 

HistoTox Labs, Inc.

Notes to the Financial Statements

December 31, 2020

 

Note 5 - Long-term Debt

 

The Company finances the purchase of various vehicles and equipment in the ordinary course of operations. As of December 31, 2020, the notes bore interest at fixed rates ranging from 4.95% to 7.99%. The notes require monthly principal and interest payments ranging from $1,439 to $26,621 with maturity dates ranging from May 2021 to December 2026, respectively, as of December 31, 2020. The notes are secured by the underlying asset, as defined in each respective note agreement. The principal amounts due on the equipment and vehicle notes were $898,676 as of December 31, 2020.

 

PPP Loan

 

On April 15, 2020, the Company entered into a Paycheck Protection Program ("PPP") loan agreement with an original principal balance of $357,500 and a fixed interest rate of 1.00%. The loan requires monthly principal payments of $20,102 beginning October 15, 2020 with all principal and unpaid interest due at maturity on April 15, 2022. The Company accounted for the PPP loan in accordance with ASC 470, "Debt," which requires the Company to record the proceeds from the loan as a liability until it has been forgiven, either wholly or in part, and the Company is legally released from the obligation by the government. Once released, the Company will reduce the liability by the amount forgiven and record a gain extinguishment in accordance with ASC 450-30, "Gain contingencies." As of December 31, 2020, the outstanding principal balance was $357,500. On February 23, 2021, all outstanding principal and accrued interest was forgiven by the government and was recorded as a gain in the statement of operations (Note 10).

 

Maturities of the long-term debt are as follows for the years ended December 31:

 

2021   $ 497,980  
2022     219,049  
2023     59,154  
2024     56,554  
2025     48,097  
Thereafter     17,842  
    $ 898,676  

 

Note 6 - Related Party Transactions

 

The Company outsources services from HTL Clinical, LLC ("HTL"), a company related through common ownership. Services provided to the Company by HTL totaled approximately $52,475 for the year ended December 31, 2020. Amounts due to HTL were $34,026 as of December 31, 2020, which is included in accounts payable in the accompanying balance sheet.

 

14

 

 

HistoTox Labs, Inc.

Notes to the Financial Statements

December 31, 2020

 

Note 6 - Related Party Transactions (continued)

 

Effective August 19, 2019, the Company and HTL entered into promissory note agreement with an original principal amount of $350,000. Accordingly, the Company is jointly and severally liable with HTL on amounts due to the lender. The promissory note bears interest at a fixed rate of 6.00% per annum and calls for monthly principal and interest payments of $9,274 through maturity on February 19, 2023. Amounts due as of December 31, 2020 are recorded in the financial records of HTL. Under this joint and several liability, the total amount of the obligation is enforceable to both the Company and HTL and each party is considered primarily responsible for the entire obligation. As of December 31, 2020 and through the issuance of these financial statements, the Company has not paid, and does not expect to pay, any amount related to this liability and accounts for these transactions through HTL. Effective March 19, 2021, the promissory note agreement with the lender was amended and the Company was removed as a co-obligor and accordingly, has no future obligation related to this arrangement (Note 10).

 

Note 7 - Leases

 

The Company is obligated under a non-cancelable lease agreement for its office and laboratory facility in Boulder, Colorado. This operating lease requires escalating rental payments and expires on October 31, 2026.

 

As of December 31, 2020, future undiscounted minimum contractual payments under the Company’s operating lease were $2,042,695. The discount rate for the operating lease liability was 6.04% which was the Company’s incremental borrowing rate at the ASC 842 adoption date as the discount rate implicit in the lease could not be readily determined.

 

In addition to fixed lease payments, the Company also has variable lease costs that requires the Company to pay its pro-rata share of real estate taxes and operating costs. The components of lease expense are as follows related to the Company's lease for the year ended December 31, 2020:

 

Fixed operating lease costs   $ 267,311  
Variable lease costs     196,776  
Total lease cost   $ 464,087  

 

15

 

 

HistoTox Labs, Inc.

Notes to the Financial Statements

December 31, 2020

 

Note 7 - Leases (continued)

 

Future fixed minimum rental payments required under the non-cancelable operating lease agreements are as follows for the years ending December 31:

 

2021   $ 311,679  
2022     320,733  
2023     330,371  
2024     347,156  
2025     394,660  
Thereafter     338,096  
Total undiscounted lease payments     2,042,695  
Less: imputed interest     (341,601 )
Total lease liability   $ 1,701,094  

 

Other information:      
Operating cash flows used for operating leases   $ 456,872  
Weighted average remaining lease term (in years)     5.8  
Weighted-average discount rate     6.04 %

 

Effective December 3 2020, the Company entered into an amendment to the lease to add HTL Clinical as a tenant and expand the leased premises for an additional 4,845 of rentable square feet. The lease term will commence at the earlier of i) April 1, 2021, ii) when tenant improvements are substantially complete, or iii) when tenant occupies the space for business use. As of December 31, 2020 and through the issuance of these financial statements, the landlord has not yet delivered the space to the Company and accordingly, the commencement date has not yet occurred.

 

Note 8 - Retirement Plan

 

The Company sponsors an Internal Revenue Code Section 401(k) safe harbor profit sharing plan covering substantially all of its employees. The Company provides a matching contribution equal to i) 100% up to the first 3% plus ii) 50% on the next 2% of eligible compensation. Company contributions totaled $59,685 for the year ended December 31, 2020.

 

16

 

 

HistoTox Labs, Inc.

Notes to the Financial Statements

December 31, 2020

 

Note 9 - Risks and Uncertainties

 

The new strain of coronavirus ("COVID-19") in 2020 and the efforts to contain it have negatively impacted the global economy, disrupted manufacturing operations and global supply chains and created significant volatility and disruption of financial markets. In addition, the COVID-19 pandemic has significantly increased economic and demand uncertainty. The Company believes the estimates and assumptions underlying the financial statements are reasonable and supportable based on the information available at the time the financial statements were prepared. However, uncertainty over the impact COVID-19 will have on the global economy and the Company in particular makes many of the estimates and assumptions reflected in the 2020 financial statements inherently less certain. Therefore, actual results may ultimately differ from those estimates to a greater degree than historically.

 

Note 10 - Subsequent Events

 

In accordance with ASC 855, "Subsequent Events," management has evaluated all material events or transactions that occurred after December 31, 2020, the balance sheet date, through March 22, 2021, the date the financial statements were available to be issued. Management has determined there are no events or transactions which would impact the financial statements for the year ended December 31, 2020, except as follows:

 

On February 23, 2021, all unpaid principal and interest related to the PPP loan was forgiven by the government (Note 5).

 

On March 19, 2021 the Company amended the promissory note agreement with HTL to be removed as a co-obligor (Note 6).

 

17