PINX:IMSC Annual Report 10-K Filing - 6/30/2012

Effective Date 6/30/2012

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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

 

 

x

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

 

 

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2012

o

 

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

 

 

SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to


Commission File No. 001-14949

Implant Sciences Corporation

(Name of small business issuer in its charter)

Massachusetts

(State or other jurisdiction of

incorporation or organization)

04-2837126

(I.R.S. Employer Identification No.)

600 Research Drive, Wilmington, MA

 (Address of principal executive offices)

01887

(Zip Code)


Issuer’s telephone number (978) 752-1700

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.10 par value per share

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

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

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

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

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

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

q  Large Accelerated Filer

q  Accelerated Filer

q  Non-accelerated Filer (do not check if a smaller reporting company)

x  Smaller reporting company

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

As of September 27, 2012, 42,267,995 shares of the registrant’s Common Stock were outstanding.  As of December 31, 2011, the last business day of the registrant’s most recent completed second quarter, the aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was $19,257,000 based on the last sale price as reported by the Over-The-Counter-Bulletin-Board on such date.






IMPLANT SCIENCES CORPORATION

FORM 10-K

FOR THE YEAR ENDED JUNE 30, 2012


INDEX


PART I

 

 

 

 

Item 1.

 

Business

 

3

Item 1A.

 

Risk Factors

 

10

Item 1B.

 

Unresolved Staff Comments

 

19

Item 2.

 

Properties

 

19

Item 3.

 

Legal Proceedings

 

19

Item 4.

 

Mine Safety Disclosures

 

19

PART II

 

 

 

 

Item 5.

 

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

20

Item 6.

 

Selected Financial Data

 

21

Item 7.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

22

Item 7A.

 

Quantitative and Qualitative Disclosures About Market Risk

 

28

Item 8.

 

Financial Statements and Supplementary Data

 

28

Item 9.

 

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

 

28

Item 9A.

 

Controls and Procedures

 

28

Item 9B.

 

Other Information

 

29

PART III

 

 

 

 

Item 10.

 

Directors, Executive Officers and Corporate Governance

 

30

Item 11.

 

Executive Compensation

 

30

Item 12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

30

Item 13.

 

Certain Relationships and Related Transactions, and Director Independence

 

30

Item 14.

 

Principal Accounting Fees and Services

 

30

PART IV

 

 

 

 

 

 

 

 

 

Item 15.

 

Exhibits and Financial Statement Schedules

 

31

 

 

 

 

 




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PART I

Item 1.

Business

Cautionary Note Regarding Forward Looking Statements

This Annual Report on Form 10-K contains certain statements that are “forward-looking” within the meaning of the federal securities laws.  These forward looking statements and other information are based on our beliefs as well as assumptions made by us using information currently available.

The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should” and similar expressions, as they relate to us, are intended to identify forward-looking statements.  Such statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions, and are not guaranties of future performance.  Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected, intended or using other similar expressions.

We are making investors aware that such forward-looking statements, because they relate to future events, are by their very nature subject to many important factors that could cause actual results to differ materially from those contemplated by the forward-looking statements contained in this Annual Report on Form 10-K.  Important factors that could cause actual results to differ from our predictions include those discussed under “Risk Factors,” “Management’s Discussion and Analysis” and “Business.”  Although we have sought to identify the most significant risks to our business, we cannot predict whether, or to what extent, any of such risks may be realized, nor can there be any assurance that we have identified all possible issues which we might face.  In addition, assumptions relating to budgeting, marketing, product development and other management decisions are subjective in many respects and thus susceptible to interpretations and periodic revisions based on actual experience and business developments, the impact of which may cause us to alter our marketing, capital expenditure or other budgets, which may in turn affect our financial position and results of operations.  For all of these reasons, the reader is cautioned not to place undue reliance on forward-looking statements contained herein, which speak only as of the date hereof.  We assume no responsibility to update any forward-looking statements as a result of new information, future events, or otherwise except as required by law.  We urge readers to review carefully the risk factors described in this Annual Report and in the other documents that we file with the Securities and Exchange Commission.  You can read these documents at www.sec.gov.

Where we say “we,” “us,” “our,” “Company” or “Implant Sciences,” we mean Implant Sciences Corporation and its subsidiaries.

General

Overview

We develop, manufacture and sell sophisticated sensors and systems for the security, safety and defense industries.  A variety of technologies are currently used worldwide in security and inspection applications.  In broad terms, the technologies focus on detection in two major categories: (i) the detection of “bulk” contraband, which includes materials that would be visible to the eye, such as weapons, explosives, narcotics and chemical agents; and (ii) the detection of “trace” amounts of contraband, which includes trace particles or vapors of explosives, narcotics and chemical agents.  Technologies used in the detection of “bulk” materials include computed tomography, transmission and backscatter x-ray, metal detection, trace detection and x-ray, gamma-ray, passive millimeter wave, and neutron analysis.  Trace detection techniques used include mass spectrometry, gas chromatography, chemical luminescence, and ion mobility spectrometry.

We have developed proprietary technologies used in explosives and narcotics trace detection (“ETD” and “NTD”, respectively) applications and market and sell handheld ETD and benchtop ETD and NTD systems that use our proprietary technologies.  Our products are marketed and sold to a growing number of locations domestically and internationally.  These systems are used by private companies and government agencies to screen baggage, cargo, other objects and people for the detection of trace amounts of explosives and narcotics.

History

Since our incorporation in 1984, we have operated as a multi-faceted company engaging in the development of ion-based technologies and providing commercial services and products to the semiconductor, medical device and security industries.  In 2007, we made the strategic decision to focus exclusively on our security business and in 2007 and 2008, we divested our non-core semiconductor and medical businesses.



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At present, we have developed portable systems, which have been marketed and sold both domestically and internationally, and a benchtop system which we began shipping commercially in the third quarter of fiscal 2012.  In order to reduce manufacturing costs and be responsive to large quantity orders, we use a contract manufacturer to manufacture our handheld ETD systems. We are presently manufacturing our benchtop systems at our facility in Wilmington, Massachusetts. As we continue to sell and deliver our security products, we work both independently and in conjunction with various government agencies to develop the next generation of trace explosives detectors and to identify new applications for our proprietary technology.

In April 2008, we acquired all of the capital stock of Ion Metrics, Inc., (“Ion Metrics”) located in San Diego, California.  Ion Metrics develops mass sensor systems to detect and analyze chemical compounds such as explosives, chemical warfare agents, narcotics, and toxic industrial chemicals for the homeland defense, forensic, environmental, and safety/security markets.  Ion Metrics miniaturized quadrupole mass spectrometry (“QMS”) detector technology  provides high performance and reliability in combination with low manufacturing costs.  We are currently developing interfaces for integrating the QMS detector into our future products.

Industry Overview

We believe that the market for security and inspection products will continue to be affected by the threat of terrorist incidents and by new government mandates and appropriations for security and inspection products in the United States and internationally.

The September 11, 2001 terrorist attacks on the World Trade Center and the Pentagon using hijacked airliners led to nationwide shifts in transportation and facilities security policies.  Shortly following these attacks, the U.S. Congress passed the Aviation and Transportation Security Act and integrated many U.S. security-related agencies, including the Federal Aviation Administration, into the U.S. Department of Homeland Security (“DHS”).  Under its directive from Congress, the DHS has undertaken numerous initiatives to prevent terrorists from entering the country, hijacking airliners, and obtaining and trafficking in weapons of mass destruction and their components, to secure sensitive U.S. technologies and to identify and screen high-risk cargo containers before they are loaded onto vessels destined for the U.S., among others.  These initiatives, more fully described in the Strategic Border Initiative, the Customs-Trade Partnership Against Terrorism and the U.S. Customs and Border Protection Container Security Initiative, have resulted in an increased demand for security and inspection products both in the United States and other nations.

These government-sponsored initiatives have also stimulated security programs in other areas of the world as the U.S initiatives call on other nations to bolster their port security strategies, including acquiring or improving their security and inspection equipment.  As a result, the international market for non-intrusive inspection equipment continues to expand as countries that ship goods directly to the United States are required to improve their security infrastructure.

The U.S. Congress recently passed legislation that mandated the inspection of international maritime cargo destined for the United States, domestic civil aviation cargo, and for radiological and nuclear threats in cargo entering the United States. In May 2012, the Transportation Security Administration announced that beginning December 3, 2012, air carriers are required to conduct 100% screening for explosives on international flights bound for the United States for all cargo shipments loaded on passenger aircraft fulfilling a requirement of the Implementing Recommendations of the 9/11 Commission Act. In addition, following recommendations outlined in the “9/11 Commission Report,” issued by the National Commission on Terrorist Attacks Upon the United States, federal law has required the screening of all cargo carried on passenger aircraft for flights originating in the United States since August 2010

Furthermore, DHS’s Science and Technology Directorate has supported the development of new security inspection technologies and products.  We participate in a number of such research and development efforts, including projects to develop new technologies for improving the accuracy of detection of trace amounts of explosives, narcotics and chemical agents; and improved sampling techniques for the application of trace detection to aviation and cargo screening.  The Science and Technology Directorate have also initiated programs for the development of technologies capable of protecting highways, railways and waterways from terrorist attack.

In addition, the U.S. Department of Defense has also begun to invest more heavily in technologies and services that screen would-be attackers before they are able to harm U.S. and allied forces.



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Similar initiatives by international organizations such as the European Union have also resulted in a growing worldwide demand for airline, cargo, port and border inspection technologies.  For example, the European Union has tasked a working group to establish uniform performance standards for people, cargo, mail & parcel and hold baggage ETD screening systems, just as it has with X-Ray and liquid explosives detection systems.  We anticipate that the promulgation of these new standards will establish performance baselines against which we will be able to direct certain of our research and development spending and market our products to customers located in the European Union. As a result of these and other changes, sales of our security products have improved.  Major projects recently installed or currently underway include system installations at airports, ports and border crossings, government and military facilities and other locations, primarily in the international marketplace.  We anticipate that there may be growing demand from governments and commercial enterprises for increasingly sophisticated screening solutions in the future.

Technology

Since May 1999, we have performed research and development in the area of explosives and narcotics trace detection (“ETD” and “NTD”, respectively).  We have developed several proprietary technologies in key areas of ETD which we believe improve the harvesting, collection and detection of trace particles and vapors of explosives substances.   More recently, we have adapted this technology for the detection of narcotics (“NTD”).  Our intellectual property portfolio contains 19 security-related patents and patents pending:  13 issued and active United States patents, four United States patents pending, and two licensed patents. We believe that our portfolio of patents and patents pending provides extensive protection in sample harvesting, sample detection and collection.  A key to our past and future success is our ability to innovate and offer differentiation in these areas.

We compartmentalize ETD into four major areas: (i) harvest, (ii) transport, (iii) analysis, and (iv) reporting.  These technologies are discussed in detail in the following sections.

Harvest - Aerosol Particle Release

Tiny particles of explosives and narcotics are “sticky” and may adhere to surfaces.  Particles can be transferred if an object, such as fingers or clothing, comes in contact with a particle.  We have demonstrated that a person touching an explosives material can transfer explosives particles to numerous other objects, leaving a trail of particles behind.

Our competitors commonly swipe a surface to be interrogated for explosives or narcotics particles with cloth or paper.  We believe that this “contact” methodology provides an effective but inconsistent method of harvesting a trace sample as compared to an automated, non-contact collection of the sample.  We have developed a method, which we believe to be more efficient, using an aerosol of fine dry ice particles.  This technique, which is surprisingly inexpensive to use, could increase collection sensitivity substantially and eliminate direct contact with a surface.  Our aerosol technology functions as a very gentle version of “sandblasting” and is safe for almost all surfaces.  Since dry ice sublimes into gas, no residue is left behind, and the aerosol may be used indoors.  We have three  patents issued and one patent pending on this methodology.

Transport

Vortex Sampling

Once the trace particle has been released from a surface, it must be transported to a collection point.  Vortex sampling was the first of our sampling innovations.  Our vortex is similar to a miniature tornado.  A hollow spinning cylinder of air flowing outward surrounds and protects an inner vacuum flowing inward.  It is this vortex sampling technology that enables particles released within the vortex, or blown into it, to be transported with high efficiency to a collection filter. We have two patents issued and one patent pending in the area of vortex sampling methodology.

Long-Life Sample Trap

Once particles have been liberated from the surface being interrogated for the presence of trace amounts of explosives, the particles are transported to our innovative trapping filter, which is an ultra-fine stainless steel woven mesh.  The trapping filter has a long usable life, which can span several years, requiring inexpensive, routine maintenance.  We believe the trapping filter provides an innovative solution to the more costly consumables used by several of our competitors engaged in ETD and NTD using contact methodology for sampling and detection.

Analysis

Flash Desorption

Flash desorption is an optical method for converting the chemistry of a particle, such as the chemicals composing explosives or narcotics, into a vapor that can be subjected to analyses for the discrimination of chemical properties.  In conventional trace chemical detectors, a sample is slowly warmed in an oven producing diluted vapor with low chemical concentrations.  Optical flash vaporization heats a sample within microseconds, producing a high sample concentration for detection.

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This method is not appropriate with conventional sample collection methods, such as paper wipes, because the paper is white, and the light from the bright flash reflects off, producing little heating.  However, by using our trapping filter, a very fast detection response can be achieved without loss in sensitivity.  We have three patents issued in the area of flash desorption methodology.  

Photonic Ionization

The conventional method of ionizing vapors for analysis is to use a radioactive beta source.  While ETD equipment using radioactive sources are simple, effective, and need no electricity in the ionization process, there are important issues involving safety, licensing, regular verification of source integrity, and disposal.  Some markets, such as Japan and Australia, are known to reject instruments with radioactive sources.  We believe that most markets would prefer not to have to address the issues surrounding ETD equipment with radioactive sources.

We have developed two types of photonic, non-radioactive ion sources for our instruments for applications requiring either the ionization of positive ions or negative ions.  These ion sources may be found individually or in combination within our products, depending on the application for which the ETD equipment is to be used.  We have two patents issued in the area of photonic ionization.

Reporting

Reporting is that portion of the cycle that displays and stores information generated during the analysis phase.  It is this information a system operator sees and indicates if an alarm condition exists or if the test is negative.  Information can be displayed in both graphical and tabular formats.  The reporting also indicates when the instrument is ready for the next sample as well as displaying built-in system diagnostics.

Intellectual Property

It is our policy to protect our proprietary position by, among other methods, filing United States patent applications.  Our intellectual portfolio contains 19 security-related patents and patents pending:  thirteen patents have been issued and are active, four patents are pending and we license two patents.  The 13 issued patents expire in the years 2022 through 2030.  We believe our patent portfolio provides extensive protection.  We also rely on unpatented proprietary technology, trade secrets and know-how.

Manufacturing

We manufacture our handheld security products primarily through a sole source contract manufacturer located locally in Worcester, Massachusetts.  We believe our strategy to outsource manufacturing reduces manufacturing costs, improves scheduling flexibility, and allows us to focus our internal resources and management on product development, marketing, sales and distribution.  Our benchtop explosives and narcotics detection systems are manufactured at our facility in Wilmington, Massachusetts. We also maintain an internal production group at our corporate headquarters in Wilmington, Massachusetts, which is responsible for pre-production logistics, oversight of contract manufacturing, quality control and inventory management. We anticipate that, in the future, we may increase the number of our contract manufacturers and that we may manufacture more of our products ourselves.

Products

We have developed several explosives detection systems designed for use in aviation and transportation security, high threat facilities and infrastructure, military installations, customs and border protection, and mail and cargo screening.  The systems use our proprietary Quantum SnifferTM technologies, including a photon-based, non-radioactive ion source in combination with ion mobility spectrometry (“IMS”), a classic detection tool sensitive to the unique speeds with which ions of various substances move through the air to electronically detect minute quantities of explosives vapor and particles.

Current Products

Quantum SnifferTM QS-H150 Portable Explosives Detector

The Quantum Sniffer QS-H150 Portable Explosives Detector employs a patented vortex collector for the simultaneous detection of explosives particulates and vapors with or without physical contact and in real-time.  We believe that our advanced QS-H150 is more sensitive than other detection devices.  The QS-H150 can detect vapors and nanogram quantities of explosives particulates for most explosives substances considered to be threats.  Such substances include, but are not limited to, military and commercial explosives, improvised and homemade explosives, propellants and taggants.



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The QS-H150 has automatic and continuous self-calibration. It monitors its environment, senses changes that would affect its accuracy, and re-calibrates accordingly. The system requires no user intervention and no calibration consumables. The detection process begins with the collection of a sample with our patented vortex collector. After collection, the sample is ionized photonically and analyzed using IMS technology. The presence of a threat substance is indicated by visible and audible alarms. The threat substance is then identified and displayed on the integrated LCD screen.  

When detecting a threat substance, the QS-H150 rapidly alarms.  This real-time detection limits equipment contamination and allows for fast clear-down.  Operation and maintenance are cost-effective.  Since there is no requirement for dopants, calibration consumables or verification consumables, the overall cost of consumables are minimized.  Routine maintenance consists only of care and cleaning using common supplies, and desiccant replacement as required.  No radioactive material is used in the QS-H150, so there are no associated certifications, licenses, inspections, or end-of-life disposal issues. In early 2010, the QS-H150 was “Designated” as Qualified Anti-Terrorism Technology by DHS under the Support Anti-terrorism by Fostering Effective Technology Act of 2002 (the “SAFETY Act”). The SAFETY Act creates certain liability limitations for claims arising out of, relating to, or resulting from an Act of Terrorism (as defined in §442(2) of the SAFETY Act) where qualified anti-terrorism technologies have been deployed.

Quantum SnifferTM QS-B220 Benchtop Explosives and Narcotics Detector

Our new QS-B220 Benchtop Explosives and Narcotics Detector uses dual IMS with non-radioactive ionization for the detection and identification of a wide range of military, commercial, and improvised explosives as well as narcotics. The QS-B220 uses a sample trap which is wiped on the surface to be interrogated for explosives or narcotics particles.

The QS-B220 has automatic and continuous self-calibration.  It monitors its environment, senses changes that would affect its accuracy, and re-calibrates accordingly.  For detection, the sample is collected with a standard trap, ionized, and analyzed using IMS technology.  The presence of a threat is indicated by visible and audible alarms, and the substance is identified and displayed on the integrated touch screen display.  Users may save data locally or send data through standard interfaces such as USB and LAN.  Multi-level password-protected data security is standard.  We believe that the operation and maintenance of the QS-B220 are extremely cost-effective. Routine maintenance consists only of care and cleaning using common supplies, and desiccant replacement as required.  No radioactive material is used in the QS-B220, so there are no associated certifications, licenses, inspections, or end-of-life disposal issues.

We introduced the QS-B220 at the Force Protection Equipment Demonstration, sponsored by the Department of Defense and Department of Energy, in May 2011. In September 2011, the QS-B220 received a “Developmental Testing & Evaluation (DT&E) Designation” from DHS under the SAFETY Act.  We began commercial shipments of the QS-B220 in the third quarter of fiscal 2012.

Products Under Development

Quantum Sniffer TM QS-Hx Portable Explosives Detector

We are developing a next-generation handheld detector that will use dual IMS non-radioactive ionization for the detection and identification of a wide range of military, commercial and improvised explosives, as well as narcotics. The QS-Hx will have automatic and continuous self-calibration, multi-level password-protected data security and will include a data management interface with data export to a network for recordkeeping, providing a link with the central command centers and logistics systems used by major carriers.

Miniature Mass Spectrometer

We initially developed our own proprietary IMS technology.  We believe, however, that as market demand grows for greater precision of substance identification and the list of substances to be detected increases, more advanced detectors will be required.

Our acquisition of Ion Metrics enabled us to obtain miniaturized quadrupole mass spectrometry (“QMS”) detector technology.  The QMS detector is roughly the size of an AA battery and has low manufacturing costs.  When used in conjunction with an IMS, the QMS detector senses the molecular weight of the chemical species resulting in an “orthogonal” detection method in which a more fundamental characteristic of a substance is measured.  We believe that, because it is unlikely that two substances would share the same mass and the same ion mobility in air, QMS detector technology improves the accuracy of detection and minimizes false alarms.  We are currently developing interfaces for integrating the QMS detector into our future products.

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Hyphenated Detectors

Depending on the application and the number of “interfering” background chemicals, it may be necessary to incorporate additional “orthogonal” detection methods.  The combination of multiple sensors in series is commonly known as employing “hyphenated” methods.  By measuring different properties of the same species, interferents are separated from target species for a deterministic detection and identification and have minimum rates of false alarms. A hyphenated system is one in which a sequence of different types of detectors all must agree that an alarm has occurred before a valid alarm is declared.

We are currently developing hyphenated systems employing conventional ion mobility, differential mobility and quadrupole mass spectrometry.  We have one patent issued in real-time trace detection by IMS and QMS and two hyphenated system patents pending.

We believe detection systems incorporating hyphenated detection methods could accelerate the expansion of our product line to more effectively address the needs of the security, safety and defense sector, as well as accelerate our entry into the narcotics, chemical warfare, biological warfare and toxic industrial chemical detection marketplaces.  Combining new technologies with our other innovative products could enhance our competitive position while improving sales volumes and product margins in the future. We expect hyphenated systems to appear in our future product offerings.

Growth Strategy

Our growth strategy is to focus on penetrating the U.S. market through TSA “qualification” and the retention of key industry advisors, to capitalize on our expanded sales and marketing capabilities to drive and support sales growth in our international markets, and to leverage our core intellectual property to extend our product offerings and through licensing or joint development agreements. Each of these initiatives is described below.

Focus on Penetrating the U.S. Market Through Transportation Security Administration Qualification and the Retention of Key Advisors.

Since we made the strategic decision to focus exclusively on our security business, foreign sales have represented a large majority of our revenue. We believe, however, that our long-term success will depend substantially on our ability to penetrate the U.S. market for explosives trace detection equipment. We are therefore focused on obtaining the necessary approvals from the U.S. Transportation Security Administration (the “TSA”). In August, we announced that our QS-B220 Benchtop Explosives and Narcotics Detector had successfully completed the certification readiness testing conducted by the Transportation Security Laboratory (the “TSL”), the testing body of the TSA. The QS-B220 is now undergoing the final independent validation testing by the TSA. Our goal is for the QS-B220 to be designated as “qualified” equipment by the TSL, at which time the QS-B220 would be added to the TSA’s “Air Cargo Screening Technology List – For Passenger Aircraft.” This list identifies equipment that can be used by air carriers, indirect air carriers, independent cargo screening facilities and shippers in the TSA’s Certified Cargo Screening Program to screen for domestic and outbound (of the United States) air cargo.

We believe the designation of the QS-B220 as “qualified” equipment on the Air Cargo Screening Technology List would allow us to begin to address the U.S. market, both in domestic airports but also among freight-forwarders and originators of air cargo that are required to purchase “qualified” detection equipment. In addition, we believe that many state and local government agencies, unregulated businesses and foreign governments, which are not regulated by the TSA, also prefer to purchase “qualified” detection equipment. We believe, therefore, that achieving “qualified” designation may also accelerate our penetration of these markets.

Further, we retained two strategic advisors in 2012 who bring extensive experience in the security and defense industries. Mo McGowan, who is recognized as one of the founders of the TSA, spent seven years at the organization, most recently in the role of Assistant Administrator for the Office of Security Operations, where he managed security operations. Mr. McGowan is providing his national security expertise to advance our explosives and narcotics trace detectors in the United States market, focusing on three principal segments: the military, homeland defense and security, and federal government security screening. We believe Mr. McGowan’s expertise will be instrumental in support of our TSA regulatory and procurement process. Robert J. Franks, a highly regarded security expert and a 26-year veteran of the U.S. State Department, served as an Assistant Director of the Diplomatic Security Service. While at the Diplomatic Security Service, Mr. Franks also served as Director of International Operations, where he managed overseas security and law enforcement for all State Department missions abroad. Mr. Franks’ efforts are focused on introducing opportunities such as U.S. embassy security protection, within State Department, the U.S. Secret Service, DHS and other federal security and law enforcement organizations.



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Capitalize on Expanded Sales and Marketing Capabilities to Drive and Support Sales Growth in our International Markets.

In 2011 and 2012, we expanded our sales and marketing staff as well as our global network of independent distributors. At June 30, 2012, we employed seven sales professionals, two of whom are focused solely on U.S. government opportunities, and two marketing professionals; and we were represented by 69 distributors, an increase of 37 since June 30, 2011. Our sales staff and distribution network has been instrumental in helping us to penetrate key vertical markets around the world, such as force protection and law enforcement, transportation security, aviation security, and critical infrastructure and “VIP” protection. We intend to continue to increase our sales and marketing staff and to expand our distribution network. At the same time, we believe that our existing distributors, many of whom are new relationships, will increase their own sales our products into these and other vertical markets.

Leverage our Intellectual Property to Introduce New Products and Through Licensing and Joint Development Agreements.

In addition to the QS-Hx Portable Explosives Detector and the hyphenated detector systems currently under development and described more fully under “Products – Products Under Development,” [above] we have developed proof of concepts of other solutions that leverage our patented non-contact detection technologies and intellectual property, including:

·

An in-line ETD package scanner for use at security checkpoints;

·

A “people portal” to screen individuals for the presence of trace particles of explosives; and

·

A “vehicle portal” to identify trace particles of explosives on or in vehicles.

Although we will focus our sales efforts on our handheld and benchtop systems for the foreseeable future, we will continue to explore the development of other solutions with the goal of introducing these or other trace detection products in the future.

We have also been in discussions with leading domestic and international security and defense companies concerning the implementation of our trace detection technology alongside existing third-party security systems. Future initiatives may include the joint development of security products with other companies, licenses of our intellectual property to other companies, and/or supplying our products on an “OEM” basis to other companies for inclusion within their own product offerings.

Marketing and Sales

We market and sell our products through direct sales and marketing staff located in the United States, in addition to a global network of independent and specialized sales representatives and distributors.  Presently, our marketing and sales staff includes seven sales professionals, two of whom is focused solely on U.S. government opportunities, and two marketing professionals. During fiscal 2012, we expanded upon our global network of independent distributors and as of June 30, 2012 were represented by 69 distributors.

We have not experienced, and do not expect to experience, in any material respect, seasonality in sales of our products.

Competition

In the trace explosives and narcotics detection industry, Morpho Detection, Inc., Smiths Detection, Inc. and NucTech Company Limited are our primary competitors.  These companies use IMS technologies; however, they use a radioactive ion source to ionize the explosive molecules.  We believe our technology differs from the competition in that we do not have a radioactive ion source; we have lower operating costs, and can perform “real time” detection.  We believe our patented technology provides our device with greater operating advantages and fewer regulatory restrictions.

Research and Development

Our technical staff consists of 17 scientists and engineers, two of whom hold Ph.D.degrees, and three of whom hold Masters degrees.  All of our existing and planned products rely on proprietary technologies developed in our research and development laboratories.  Our research and development efforts are generally self-funded, but may also be funded by corporate partners or by awards under the Small Business Innovative Research and other programs of the U.S. government.  Under the Small Business Innovative Research program, we retain the right to patent any technology developed pursuant to the program, subject to the retention by the U.S. government of a royalty-free license to use the technology.  We have obtained over $20 million in U.S. government grants and contracts over the past 20 years. However, we do not currently have any U.S. government grants or contracts.

We spent approximately $3,180,000 and $2,719,000 on internally funded research and development in the fiscal years ended June 30, 2012 and 2011, respectively.

 

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Government Regulation and Environmental Compliance

From time to time, legislation is drafted and introduced in Congress that could significantly change the statutory provisions governing the approval, manufacturing and marketing of security products.

Furthermore, our use, management, transportation, and disposal of certain chemicals and wastes are subject to regulation by several federal and state agencies depending on the nature of the chemical or waste material.  Certain toxic chemicals and products containing toxic chemicals require special reporting to the U.S. Environmental Protection Agency and/or its state counterparts. Our costs to comply with these requirements have not been material. We are not aware of any specific environmental liabilities to which we are likely to be subject.  Our future operations may require additional approvals from federal and/or state environmental agencies, the cost and effects of which cannot be determined at this time.

Employees

As of June 30, 2012, we had 43 full-time employees at our Massachusetts facility and four full-time employees in California.

None of these employees are covered by a collective bargaining agreement, and management considers its relations with its employees to be good.

Geographic Areas

Our revenues are derived from both domestic and international sales.  During the fiscal years ended June 30, 2012 and 2011, foreign sales represented 95% and 98%, respectively, of our revenue.  During the fiscal years ended June 30, 2012 and 2011, one customer from China represented approximately 12% and 62%, respectively, of our revenue and one customer from Iraq represented approximately 33% of our revenue for the fiscal year ended June 30, 2012.

Item 1A.

Risk Factors

An investment in our common stock involves a high degree of risk. Investors should carefully consider the following risk factors, in addition to the risks, uncertainties and assumptions described elsewhere in this Annual Report, in evaluating our Company and our business.  If any of these risks, or other risks not presently known to us or that we currently believe are not significant, develops into an actual event, then our business, financial condition and results of operations could be adversely affected.  If that happens, the market price of our common stock could decline.

Risks Related to our Liquidity

We will require additional capital to fund operations and continue the development, commercialization and marketing of our product.  Our failure to raise capital could have a material adverse effect on our business.

Management continually evaluates operating expenses and plans to increase sales and increase cash flow from operations.  Despite our current sales, expense and cash flow projections and the cash available from our line of credit with DMRJ Group LLC (“DMRJ”), we will require additional capital in the third quarter of fiscal 2013 to fund operations and continue the development, commercialization and marketing of our products. Our failure to achieve our projections and/or obtain sufficient additional capital on acceptable terms would have a material adverse effect on our liquidity and operations and could require us to file for protection under bankruptcy laws.

We will be required to repay our borrowings from DMRJ Group LLC on March 31, 2013.  

We will be required to repay all of our borrowings from DMRJ on March 31, 2013.  Our obligations to DMRJ are secured by a security interest in substantially all of our assets.  As of June 30, 2012, the outstanding balances due to DMRJ under a senior secured convertible promissory note, a secured promissory note and a revolving credit facility were $3,224,000, $1,000,000 and $26,231,000, respectively.  Further, as of June 30, 2012, our obligation to DMRJ for accrued interest under these instruments  approximated $2,555,000. On September 5, 2012, we amended our credit agreements with DMRJ (see Note 14).  Pursuant to these amendments we extended the maturity date of all of our indebtedness from September 30, 2012 to March 31, 2013 and issued to DMRJ a second senior secured convertible promissory note in the principal amount of $12,000,000. Payment for the note was made by the cancellation of $12,000,000 of principal of the outstanding indebtedness under our revolving credit facility.

As of September 25, 2012, the outstanding balances due to DMRJ under the amended senior secured convertible promissory note, the senior secured promissory note, the second senior secured convertible promissory note and the line of credit were $3,184,000, $1,000,000, $12,000,000 and $17,245,000, respectively.  Further, as of September 25, 2012, our obligation to DMRJ for accrued interest under these instruments approximated $3,146,000. If we are unable to repay these amounts as required, refinance our obligations to DMRJ, or negotiate extensions of these obligations, DMRJ may seize our assets and we may be forced to curtail or discontinue operations entirely.

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Independent auditor report includes cautionary language on our ability to continue as a going concern.

The audit report issued by our independent registered public accounting firm issued on our audited financial statements for the fiscal year ended June 30, 2012 contains an explanatory paragraph regarding our ability to continue as a going concern. This explanatory paragraph indicates there is substantial doubt on the part of our independent registered public accounting firm as to our ability to continue as a going concern due to the risk that we may not have sufficient cash and liquid assets at June 30, 2012, to cover our operating capital requirements for the next twelve-month period and if sufficient cash cannot be obtained we would have to substantially alter our operations, or we may be forced to discontinue operations.  Such an opinion from our independent registered public accounting firm may limit our ability to access certain types of financing, or may prevent us from obtaining financing on acceptable terms.

Risks Related to Our Business

We have incurred substantial operating losses and we may never be profitable.  There can be no assurance that our revenue will be maintained at the current level or increase in the future.

During the fiscal years ended June 30, 2012 and 2011, we had revenues of approximately $3,406,000 and $6,652,000, respectively.  During the fiscal years ended June 30, 2012 and 2011, we had net losses of approximately $14,636,000 and $15,554,000, respectively. There is a risk that we will never be profitable.  We plan to further increase our expenditures to complete the development and commercialization of our new products, and to broaden our sales and marketing capabilities. As a result, we believe we will likely incur losses over the next few quarters.  Our accumulated deficit as of June 30, 2012 and 2011 was approximately $119,522,000 and $104,886,000, respectively.  Our ability to generate sufficient revenues to achieve profits will depend on a variety of factors, many of which are outside our control, including:

·

the size of the markets we address;

·

the existence of competition and other solutions to the problems we address;

·

the extent of patent and intellectual property protection afforded to our products;

·

the cost and availability of raw material and intermediate component supplies;

·

changes in governmental (including foreign governmental) initiatives and requirements;

·

changes in domestic and foreign regulatory requirements; and

·

the costs associated with equipment development, repair and maintenance; and our ability to manufacture and deliver products at prices that exceed our costs.

Our operating results have fluctuated in the past from quarter to quarter and are likely to fluctuate significantly in the future due to a variety of factors, many of which are beyond our control, including:

·

changing demand for our products and services;

·

the timing of actual customer orders and requests for product shipment and the accuracy of our forecasts of future production requirements;

·

the reduction, rescheduling or cancellation of product orders by customers;

·

difficulties in forecasting demand for our products and the planning and managing of inventory levels;

·

the introduction and market acceptance of our new products and changes in demand for our existing products;

·

changes in the relative portion of our revenue represented by our various products, services and customers, including the relative mix of our business across our target markets;

·

changes in competitive or economic conditions generally or in our markets;

·

competitive pressures on selling prices;

·

the amount and timing of costs associated with product warranties and returns;

·

changes in availability or costs of materials, components or supplies;

·

changes in our product distribution channels and the timeliness of receipt of distributor resale information;

·

the amount and timing of investments in research and development;

·

difficulties in integrating acquired assets and businesses into our operations; and

·

charges to earnings resulting from the application of the purchase method of accounting following acquisitions.

A substantial portion of our revenue in any quarter historically has been derived from orders booked and shipped in the same quarter, and historically, backlog has not been a meaningful indicator of revenues for a particular period.  Accordingly, our sales expectations currently are based almost entirely on our internal estimates of future demand and not from firm customer orders.

As a result of these factors, many of which are difficult to control or predict, as well as the other risk factors discussed in this Annual Report, we may experience material adverse fluctuations in our future operating results on a quarterly or annual basis.

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Our markets are subject to technological change and our success depends on our ability to develop and introduce new products.

The market for our security products is characterized by:

·

changing technologies;

·

changing customer needs;

·

frequent new product introductions and enhancements;

·

increased integration with other functions; and

·

product obsolescence.

Our success will be dependent in part on the design and development of new products.  To develop new products and designs for our security market, we must develop, gain access to and use leading technologies in a cost-effective and timely manner and continue to expand our technical and design expertise.  The product development process is time-consuming and costly, and there can be no assurance that product development will be successfully completed, that necessary regulatory clearances or approvals will be granted on a timely basis, or at all, or that the potential products will achieve market acceptance.  Our failure to develop, obtain necessary regulatory clearances or approvals for, or successfully market potential new products could have a material adverse effect on our business, financial condition and results of operations.

Economic, political and other risks associated with international sales and operations could adversely affect our sales.

Our business is subject to risks associated with doing business internationally. During the fiscal years ended June 30, 2012 and 2011, foreign sales represented 95% and 98%, respectively, of our revenue.  During the fiscal years ended June 30, 2012 and 2011, one customer from China represented approximately 12% and 62%, respectively, of our revenue and one customer from Iraq represented approximately 33% of our revenue for the fiscal year ended June 30, 2012. We anticipate that revenues from international operations will continue to represent a substantial portion of our total revenue. Accordingly, our future results could be impacted by a variety of factors, including:

·

changes in foreign currency exchange rates;

·

changes in a country’s or region’s political or economic conditions, particularly in developing or emerging markets;

·

potentially longer payment cycles of foreign customers and difficulty of collecting receivables in foreign jurisdictions;

·

trade protection measures and import or export licensing requirements;

·

differing legal and court systems;

·

differing tax laws and changes in those laws;

·

differing protection of intellectual property and changes in that protection; and

·

different regulatory requirements and changes in those requirements.

Our explosives detection products and technologies may not be accepted by government agencies or commercial consumers of security products, which could harm our future financial performance.

There can be no assurance that our explosives detection systems will achieve wide acceptance by government agencies, commercial consumers of security products, and market acceptance generally.  The degree of market acceptance for our explosives detection products and services will also depend upon a number of factors, including the receipt and timing of regulatory approvals and the establishment and demonstration of the ability of our proposed device to detect trace explosives residues on personnel, baggage and other cargo.  Our failure to develop a commercial product to compete successfully with respect to throughput, the ability to scan personnel, baggage and other cargo, and portability could delay, limit or prevent market acceptance.  Moreover, the market for explosives detection systems, especially trace detection, is largely undeveloped, and we believe that the overall demand for explosives detection systems technology will depend significantly upon public perception of the risk of terrorist attacks.  There can be no assurance that the public will perceive the threat of terrorist attacks to be substantial or that governmental agencies and private-industry will actively pursue explosives detection systems technology.  Long-term market acceptance of our products and services will depend, in part, on the capabilities, operating features and price of our products and technologies as compared to those of other available products and services.  As a result, there can be no assurance that currently available products, or products under development for commercialization, will be able to achieve market penetration, revenue growth or profitability.



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If we cannot obtain the additional capital required to fund our operations on favorable terms, or at all, we may have to delay or reconsider our growth strategy.

Our growth strategy may require additional capital for, among other purposes, completing acquisitions of companies and customers’ product lines and manufacturing assets, integrating acquired companies and assets, acquiring new equipment and maintaining the condition of existing equipment.  If cash generated internally is insufficient to fund capital requirements, or if we desire to make additional acquisitions, we will require additional debt or equity financing.  Adequate financing may not be available or, if available, may not be available on terms satisfactory to us.  If we raise additional capital by issuing equity or convertible debt securities, the additional securities will dilute the share ownership of our existing investors.  In addition, we may grant future investors rights that are superior to those of our existing investors.  If we fail to obtain sufficient additional capital in the future, we could be forced to curtail our growth strategy by reducing or delaying capital expenditures and acquisitions, selling assets or restructuring or refinancing our indebtedness.

We depend on outside suppliers and subcontractors, and our production and reputation could be harmed if they are unable to meet our volume and quality requirements and alternative sources are not available.

We have various “sole source” suppliers who supply key components for our products.  Our outside suppliers may fail to develop and supply us with products and components on a timely basis, or may supply us with products and components that do not meet our quality, quantity or cost requirements.  If any of these problems occur, we may be unable to obtain substitute sources of these products and components on a timely basis or on terms acceptable to us, which could harm our ability to manufacture our own products and components profitably or on time, and to ship products to customers on time and generate revenues.  In addition, if the processes that our suppliers use to manufacture products and components are proprietary, we may be unable to obtain comparable components from alternative suppliers.

We depend on a contract manufacturer, and our production and products could be harmed if it is unable or unwilling to meet our volume and quality requirements and alternative sources are not available.

We rely on a single contract manufacturer to provide manufacturing services for our handheld QS-H150 explosives detection products.  If these services become unavailable, we would be required to identify and enter into an agreement with a new contract manufacturer or take the manufacturing in-house.  From time to time in fiscal 2012, this manufacturer has limited the number of detectors it would manufacture due to our inability to pay for the detectors on a timely basis.  In addition, this manufacturer has required that we prepay for materials and component parts in advance of procurement. The refusal to manufacture detectors for a substantial period, or the loss of our contract manufacturer altogether, could significantly disrupt production as well as increase the cost of production, thereby increasing the prices of our products.  These changes could have a material adverse effect on our business and results of operations.

We may not be able to protect our intellectual property rights adequately.

Our ability to compete is affected by our ability to protect our intellectual property rights.  We rely on a combination of patents, trademarks, copyrights, trade secrets, confidentiality procedures and non-disclosure and licensing arrangements to protect our intellectual property rights.  Despite these efforts, we cannot be certain that the steps we take to protect our proprietary information will be adequate to prevent misappropriation of our technology or protect that proprietary information. We cannot assure you that any pending or future patent applications will be approved, or that any issued patents will not be challenged by third parties.  The validity and breadth of claims in technology patents involve complex legal and factual questions and, therefore, may be highly uncertain.  Nor can we assure you that, if challenged, our patents will be found to be valid or enforceable, or that the patents of others will not have an adverse effect on our ability to do business.  Although almost all of our revenue in fiscal 2012 was derived from foreign sales, we do not have any patents or patents pending outside of the United States. Moreover, the enforcement of laws protecting intellectual property in some of the countries in which we sell our products may be inadequate to protect our technology and proprietary information.  

We may not have the resources to assert and protect our rights in our patents and other intellectual property.  Any litigation or proceedings relating to our intellectual property rights, whether or not determined in our favor or settled by us, is costly and may divert the efforts and attention of our management and technical personnel.  

We also rely on unpatented proprietary technology, trade secrets and know-how and no assurance can be given that others will not independently develop substantially equivalent proprietary information, techniques or processes, that such technology or know-how will not be disclosed or that we can meaningfully protect our rights to such unpatented proprietary technology, trade secrets, or know-how.  Although we have entered into non-disclosure agreements with our employees and consultants, there can be no assurance that such non-disclosure agreements will provide adequate protection for our trade secrets or other proprietary know-how.

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Our success will depend on our ability to obtain new patents and to operate without infringing on the proprietary rights of others.

Although we have 13 United States patents issued and four United States patent applications pending for our explosives detection technology and processes, our success will depend, in part, on our ability to obtain the patents applied for and maintain trade secret protection for our technology and operate without infringing on the proprietary rights of third parties.  No assurance can be given that any pending or future patent applications will issue as patents, that the scope of any patent protection obtained will be sufficient to exclude competitors or provide competitive advantages to us, that any of our patents will be held valid if subsequently challenged or that others will not claim rights in or ownership of the patents and other proprietary rights held by us.

Furthermore, there can be no assurance that our competitors have not or will not independently develop technology, processes or products that are substantially similar or superior to ours, or that they will not duplicate any of our products or design around any patents issued or that may be issued in the future to us. In addition, whether or not patents are issued to us, others may hold or receive patents which contain claims having a scope that covers products or processes developed by us.

We may not have the resources to adequately defend any patent infringement litigation or proceedings.  Any such litigation or proceedings, whether or not determined in our favor or settled by us, is costly and may divert the efforts and attention of our management and technical personnel.  In addition, we may be required to obtain licenses to patents or proprietary rights from third parties.  There can be no assurance that such licenses will be available on acceptable terms if at all.  If we do not obtain required licenses, we could encounter delays in product development or find that the development, manufacture or sale of products requiring such licenses could be foreclosed.  Accordingly, challenges to our intellectual property, whether or not ultimately successful, could have a material adverse effect on our business and results of operations.

Our future success depends on the continued service of management, engineering and sales personnel and our ability to identify, hire and retain additional personnel.

Our success depends, to a significant extent, upon the efforts and abilities of members of senior management.  The loss of the services of one or more of our senior management or other key employees could adversely affect our business.  We do not maintain key person life insurance on any of our officers, employees or consultants, with the exception of our Chief Executive Officer, for whom such a policy is maintained.

There is intense competition for qualified employees in the security industry, particularly for highly skilled design, applications, engineering and sales people.  We may not be able to continue to attract and retain technologists, managers, or other qualified personnel necessary for the development of our business or to replace qualified individuals who could leave us at any time in the future.  Our anticipated growth is expected to place increased demands on our resources, and will likely require the addition of new management and engineering staff as well as the development of additional expertise by existing management employees.  If we lose the services of or fail to recruit engineers or other technical and management personnel, our business could be harmed.

Periods of rapid growth and expansion could place a significant strain on our resources, including our employee base.

To manage our possible future growth effectively, we will be required to continue to improve our operational, financial and management systems.  In doing so, we will periodically implement new software and other systems that will affect our internal operations regionally or globally.

Future growth would also require us to successfully hire, train, motivate and manage our employees.  In addition, our continued growth and the evolution of our business plan will require significant additional management, technical and administrative resources.  We may not be able to effectively manage the growth and evolution of our current business.

We are exposed to product liability claims that could place a substantial financial burden on us if we are sued.  

The development and sale of explosives detection products entails an inherent risk of product liability.  For example, if our products fail to adequately detect explosives, if we are unable to successfully train technicians to properly use our products, or if the market determines or concludes that any of our products are not safe or effective for any reason, we may be exposed to product liability claims.  We currently carry product liability insurance.  No assurances can be given, however, that our product liability insurance will be adequate to pay any claims that might arise.  A product liability claim, whether meritorious or not, could be time-consuming, distracting and expensive to defend, could be harmful to our reputation, could result in a diversion of management and financial resources away from our primary business and could result in product recalls. In any such case, there could be a material adverse effect on our business and results of operations and our business could fail.

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We use hazardous materials in our research and manufacturing activities. Any liability resulting from the misuse of such hazardous materials could adversely affect our business.

Our research and manufacturing activities sometimes involve the use of various hazardous materials.  Although we believe that our safety procedures for handling, manufacturing, distributing, transporting and disposing of such materials comply with the standards for protection of human health, safety, and the environment, prescribed by local, state, federal and international regulations, the risk of accidental contamination or injury from these materials cannot be completely eliminated. Nor can we eliminate the risk that one or more of our hazardous material or hazardous waste handlers may cause contamination for which, under laws imposing strict liability, we could be held liable.  While we currently maintain insurance in amounts which we believe are appropriate in light of the risk of accident, we could be held liable for any damages that might result from any such event.  Any such liability could exceed our insurance and available resources and could have a material adverse effect on our business and results of operations.

We incur substantial costs to operate as a public reporting company.

We incur substantial legal, financial, accounting and other costs and expenses to operate as a public reporting company. We believe that these costs are a disproportionately larger percentage of our revenues than they are for many larger companies. In addition, the rules and regulations of the Securities and Exchange Commission impose significant requirements on public companies, including ongoing disclosure obligations and mandatory corporate governance practices. Our limited senior management and other personnel need to devote a substantial amount of time to ensure ongoing compliance with these requirements. Our common stock is currently quoted on the OTC Bulletin Board and on OTC Markets Group’s OTCPK tier. Neither the OTC Bulletin Board nor OTC Markets Group’s OTCPK tier impose any specific quotation requirements other than that issuers must be current in their reporting to the Securities and Exchange Commission. If we are successful in listing our stock for trading on a national securities exchange or having our stock quoted on the Nasdaq Stock Market, we will be subject to additional disclosure and governance obligations. There can be no assurance that we will continue to meet all of the public company requirements to which we are subject on a timely basis, or at all, or that our compliance costs will not continue to be material.

We have significant net operating loss carry forwards which may be impaired if the Offering results in a significant change in the stockholder base.

As of June 30, 2012, we had federal and state net operating loss carry forwards available to offset future taxable income of approximately $59,612,000 expiring between 2023 and 2032, and $47,587,000, expiring between 2013 and 2027, respectively. In the event that an “ownership change” occurs for purposes of Section 382 of the Internal Revenue Code, our ability to use these losses to offset future taxable income could be significantly limited. Any such limitation may result in the expiration of a portion of the carry forwards before we can use them. In general, an “ownership change” occurs if there is a change in ownership of more than 50% of our common stock during any cumulative three-year period. For this purpose, determinations of ownership changes are generally limited to shareholders deemed to own 5% or more of our common stock. Such a change in ownership may be triggered by regular trading activity in our common stock, which is generally beyond our control. We have not completed a study to assess whether one or more ownership changes have occurred since we became a loss corporation as defined in Section 382, but we believe that it is likely that an ownership change has occurred.

Risks Related to Competition

We may not be able to compete effectively against existing or new competitors.

We believe that our ability to compete in the explosive detection systems market is based upon such factors as: product performance, functionality, quality and features; quality of customer support services, documentation and training; and the capability of the technology to appeal to broader applications beyond the inspection of passengers, baggage, and cargo carried on airlines.  Our competitors may have advantages over our existing technology with respect to these factors.  There can be no assurance that we will be successful in convincing potential customers that our products will be superior to other systems given all of the necessary performance criteria, that new systems with comparable or greater performance, lower price and faster or equivalent throughput will not be introduced, or that, if such products are introduced, customers will not delay or cancel potential orders.  Further, there can be no assurance that we will be able to bring to commercialization and further enhance our product to better compete on the basis of cost, throughput, accommodation of detection of passengers, baggage or other cargo carried onto airlines, or that we will otherwise be able to compete successfully with existing or new competitors.



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Moreover, there can be no assurance that we will be able to price our products and services at or below the prices of competing products and technologies in order to facilitate market acceptance.  Accordingly, our success will depend, in part, on our ability to respond quickly to technological changes through the development and introduction of new products and enhancements.  Product development involves a high degree of risk, and there can be no assurance that our new product development efforts will result in any commercially successful products.  Our failure to compete or respond to technological change in an effective manner would have a material adverse effect on our business and results of operations.

We may face pricing pressures that could prevent us from maintaining the prices of our products.

The sales process for our security products is typically a result of a request for quotations or tenders which are subjected to significant and time-consuming scrutiny prior to the determination of an award.  In addition, we face aggressive cost-containment pressures from governmental agencies and the bidding process commonly involves several competitors, many of whom have greater financial and other resources that may enable them to submit bids at prices which might be significantly lower than the prices we may be able to offer.  There can be no assurances that we will be able to maintain current prices in the face of continuing pricing pressures.  Over time, the average price for our products may decline as the markets for these products become more competitive.  Any material reduction in product prices could negatively affect our gross margin, necessitating a corresponding increase in unit sales to maintain any given level of sales.

Risks Related to Our Securities

The delisting of our common stock by the NYSE Amex has limited our stock’s liquidity and has impaired our ability to raise capital.

Our common stock was delisted by the NYSE Amex LLC effective in June 2009 as result of our failure to comply with certain continued listing requirements.  Our common stock has been quoted on the OTC Bulletin Board since May 2009 and is also quoted on the OTC Markets Group’s OTCPK tier under the symbol “IMSC”. We believe the delisting has limited our stock’s liquidity and has impaired our ability to raise capital.

Our stock price is volatile.

The market price of our common stock has fluctuated significantly to date.  In the past fiscal year, our stock price ranged from $0.33 to $1.84.  The market price of our common stock may also fluctuate significantly in the future due to:

·

variations in our actual or expected quarterly operating results;

·

announcements or introductions of new products;

·

technological innovations by our competitors or development setbacks by us;

·

the commencement or adverse outcome of litigation;

·

changes in analysts’ estimates of our performance or changes in analysts’ forecasts regarding our industry, competitors or customers;

·

announcements of acquisitions or acquisition transactions; or

·

general economic and market conditions.

In addition, the stock market in recent years has experienced extreme price and volume fluctuations that have affected the market prices of many security product companies.  These fluctuations have often been unrelated or disproportionate to the operating performance of companies in our industry, and could harm the market price of our common stock.



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Additional authorized shares of our common stock and preferred stock available for issuance may adversely affect the market.

We are authorized to issue 50,000,000 shares of our common stock. In June 2010, our shareholders approved a proposal to increase the total number of shares of common stock we are authorized to issue to 200,000,000, but we have intentionally delayed the filing of Articles of Amendment to our Restated Articles of Organization with the Commonwealth of Massachusetts to effect that increase.  As of June 30, 2012, there were 39,152,995 shares of common stock issued and outstanding.  However, the total number of shares of our common stock issued and outstanding does not include shares reserved in anticipation of the exercise of options, warrants, convertible debt instruments and convertible preferred stock. As of June 30, 2012, we had outstanding stock options and warrants to purchase approximately 8,541,352 shares of our common stock, the exercise price of which range between $0.08 per share to $10.00 per share, and we have reserved shares of our common stock for issuance in connection with the potential exercise of these instruments.  As of June 30, 2012, the outstanding balance due under the senior secured convertible promissory note issued to DMRJ was $3,224,000, which is convertible into shares of our common stock at $0.08 per share. In addition, in May 2011, we entered into two advisory and consulting services agreements, pursuant to which we agreed to issue up to an aggregate of 4,000,000 shares of our common stock.  In fiscal 2011 we issued 1,000,000 shares of common stock under these agreements and issued 3,000,000 shares in equal monthly installments during fiscal 2012. To the extent such options, warrants, convertible note or additional investment rights are exercised or converted, and to the extent that additional shares are issued under the strategic advisory agreements, the holders of our common stock will experience further dilution.  Stockholders will also experience dilution upon the exercise of options granted under our stock option plans.  In addition, in the event that any future financing or consideration for a future acquisition should be in the form of, be convertible into or exchangeable for, equity securities investors will experience additional dilution.

The exercise of our outstanding options and warrants, the conversion of convertible debt instruments and the issuance of shares of common stock under our advisory agreements will reduce the percentage of common stock held by our current stockholders.  Further, the terms on which we could obtain additional capital during the life of the derivative securities may be adversely affected, and it should be expected that the holders of the derivative securities would exercise them at a time when we would be able to obtain equity capital on terms more favorable than those provided for by such derivative securities.  As a result, any issuance of additional shares of common stock may cause our current stockholders to suffer significant dilution which may adversely affect the market.

In addition, we are authorized to issue 5,000,000 shares of preferred stock, the terms of which may be fixed by our Board of Directors, of which 164,667 shares of Series G Convertible Preferred Stock were issued and are outstanding as of June 30, 2012.  All of the shares of Series G Preferred Stock are held by our lender, DMRJ, and are convertible into 25% of our common stock, calculated on a fully diluted basis.

On September 5, 2012, we amended our credit agreements with DMRJ (see Note 14). Pursuant to these amendments we extended the maturity date of all of our indebtedness from September 30, 2012 to March 31, 2013 and issued to DMRJ a second senior secured convertible promissory note in the  principal amount of $12,000,000. The note is convertible in whole or in part, at DMRJ’s option, into shares of Series H Convertible Preferred Stock (“Series H Preferred Stock”) at an initial conversion rate of $1,000 per share. The Series H Preferred Stock, if issued, is convertible in whole or in part, at DMRJ’s option, into shares of common stock.  Assuming no adjustments to the conversion rates of the new note or the Series H Preferred Stock, this new note is, therefore, convertible indirectly, at DMRJ’s option, into shares of common stock at an effective conversion price of $1.09 per share.

Although we have no present plans to issue any additional shares of preferred stock, our Board of Directors has the authority, without stockholder approval, to create and issue one or more series of such preferred stock and to determine the voting, dividend and other rights of holders of such preferred stock.  The issuance of any of such series of preferred stock may have an adverse effect on the holders of common stock and could make a takeover of our company more difficult.



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Shares eligible for future sale may adversely affect the market.

From time to time, certain of our stockholders who acquired their shares directly from our company in privately negotiated transactions may be eligible to sell all or some of their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to effective registration statements under the Securities Act of 1933 and under Rule 144, promulgated under the Securities Act.  In general, pursuant to Rule 144, a stockholder (or stockholders whose shares are aggregated) who has satisfied a six-month holding period may, under certain circumstances, sell within any three-month period a number of securities which does not exceed the greater of 1% of the then outstanding shares of common stock or the average weekly trading volume of the class during the four calendar weeks prior to such sale.  Rule 144 also permits, under certain circumstances, the sale of securities, without any limitation, by our stockholders that are non-affiliates that have satisfied a one-year holding period.  Any substantial sale of our common stock pursuant to Rule 144 or pursuant to any resale registration statement may have material adverse effect on the market price of our securities.

There are limitations on director and officer liability which may limit our stockholders’ rights to recover for breaches of fiduciary duty.

As permitted by Massachusetts law, our Restated Articles of Organization, as amended, limit the liability of our directors for monetary damages for breach of a director's fiduciary duties except in certain instances.  As a result of these limitations and Massachusetts law, stockholders may have limited rights to recover against directors for breaches of their fiduciary duties.  In addition, our bylaws provide that we will indemnify our directors, officers, employees and agents if such persons acted in good faith and reasoned that their conduct was in our best interest.

The anti-takeover provisions of our Restated Articles of Organization and Massachusetts law may delay, defer or prevent a change of control.

Our Board of Directors has the authority to issue up to 5,000,000 shares of preferred stock and to determine the price, rights, preferences and privileges and restrictions, including voting rights, of those shares without any further vote or action by our stockholders.  Of those 5,000,000 shares, 164,667 shares of Series G Convertible Preferred Stock were issued and are outstanding as of June 30, 2012 and 142,667 shares of Series G Convertible Preferred Stock are outstanding as of September 19, 2012.  The rights of the holders of common stock will be subject to, and may be harmed by, the rights of the holders of any shares of preferred stock that we have issued to date and which may be issued in the future.  The issuance of preferred stock may delay, defer or prevent a change in control because the terms of any issued preferred stock could potentially prohibit our consummation of any acquisition, reorganization, sale of substantially all of our assets, liquidation or other extraordinary corporate transaction, without the approval of the holders of the outstanding shares of preferred stock.  In addition, the issuance of preferred stock could have a dilutive effect on our stockholders.

Our stockholders must give substantial advance notice prior to the relevant meeting to nominate a candidate for director or present a proposal to our stockholders at a meeting.  These notice requirements could inhibit a takeover by delaying stockholder action.  Massachusetts law may also discourage, delay or prevent someone from acquiring or merging with us.

Our secured lender and our directors and executive officers have the right to acquire a majority of our shares through the conversion or exercise of other securities, which may delay, defer or prevent a change of control and/or will limit the ability of other stockholders to influence corporate matters.

As of September 19, 2012, DMRJ, our secured lender, has the right to acquire up to 65,075,874 shares of our common stock upon the conversion of two promissory notes, the conversion of preferred stock and the exercise of a warrant. Our directors and executive officers own, or have the right to exercise options within 60 days to acquire, up to 9,169,196 shares of our common stock. If all of these shares of common stock are issued, DMRJ and our directors and executive officers would own approximately 63.8% of our outstanding common stock. Accordingly, these stockholders could have a significant influence over, or have absolute control over,  the outcome of any corporate transaction or other matter submitted to our stockholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets and also could prevent or cause a change in control. The interests of these stockholders may differ from the interests of our other stockholders. Third parties may be discouraged from making a tender offer or bid to acquire us because of this concentration of ownership.

We have never paid dividends on our common stock and we do not anticipate paying any cash dividends in the foreseeable future.

We have paid no cash dividends on our common stock to date and we currently intend to retain our future earnings, if any, to fund the development and growth of our business.  In addition, our agreements with DMRJ prohibit the payment of cash dividends.  As a result, capital appreciation, if any, of our common stock will be shareholders’ sole source of gain for the foreseeable future.

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Item 1B.

Unresolved Staff Comments

Not Applicable.

Item 2.

Properties

We operate out of two separate locations.  Our corporate offices are located in an approximately 23,000 square foot leased facility in Wilmington, Massachusetts.  In addition to our corporate offices, this facility houses research and development, sales and marketing, and production.  Our current lease expires in January 2015.  We lease approximately 2,000 square feet of research and office space in San Diego, California, under a lease expiring in March 2013.

Item 3.

Legal Proceedings

In January 2011, Fulong Integrated Technique, Ltd. (“Fulong”) filed a complaint against us in the Middlesex Superior Court of the Commonwealth of Massachusetts, alleging non-payment of amounts owed for services provided to us in connection with the sale of handheld explosives detection equipment to a customer in China in the first quarter of fiscal 2009. Fulong seeks general monetary damages, other statutory damages, attorneys’ fees and costs. We believe the case is without merit and that we have substantial defenses against the plaintiff’s claims. Nevertheless, to avoid further expenses of litigation, we have entered into settlement negotiations with Fulong. No assurances can be given that these negotiations will be successful. We have filed counterclaims against Fulong and, if the matter is not resolved through negotiation, we will continue to contest the matter vigorously. We have filed counterclaims against Fulong, and are contesting the matter vigorously. If, however, Fulong is ultimately successful, it could have a material adverse effect on our business and financial condition.

We may, from time to time, be involved in other actual or potential proceedings that we consider to be in the normal course of our business.  We do not believe that any of these proceedings will have a material adverse effect on our business. We are not a party to any other legal proceedings, other than ordinary routine litigation incidental to our business, which we believe will not have a material affect on our business, assets or results of operations.

Item 4.

Mine Safety Disclosures

Not Applicable.



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PART II

Item 5.

Market Information for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock traded on the NYSE Amex LLC (formerly, the American Stock Exchange) under the symbol “IMX” until June 22, 2009 and was delisted by the NYSE Amex on September 22, 2009.  Our common stock has been quoted on the Over-The-Counter-Bulletin Board since May 2009 and is also quoted on the OTC Markets Group’s OTCPK tier under the symbol “IMSC”. The following table sets forth the high and low bid quotations for our common stock for each of the last two fiscal years, as reported on the American Stock Exchange and the OTC Bulletin Board. Quotations from the OTC Bulletin Board reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.


 

 

Fiscal Year 2012

 

 

High

 

 

Low

4th Quarter

$

1.84

 

$

0.64

3rd Quarter

 

0.72

 

 

0.48

2nd Quarter

 

0.80

 

 

0.32

1st Quarter

 

0.86

 

 

0.33



 

 

Fiscal Year 2011

 

 

High

 

 

Low

4th Quarter

$

1.13

 

$

0.48

3rd Quarter

 

0.84

 

 

0.45

2nd Quarter

 

0.95

 

 

0.25

1st Quarter

 

0.40

 

 

0.26


As of September 25, 2012, we had approximately 123 stockholders of record.  The last sale price as reported on the OTC Bulletin Board on September 25, 2012, was $1.69.  We have never paid a cash dividend on our common stock and do not anticipate the payment of cash dividends in the foreseeable future.  In addition, our agreements with DMRJ prohibit the payment of cash dividends.  

Securities Authorized for Issuance under Equity Compensation Plans as of the End of Fiscal 2012

Equity Compensation Plan Information

The table below sets forth certain information as of June 30, 2012 with respect to equity compensation plans under which our common stock is authorized for issuance:


Plan Category

 

Number of securities to be issued upon exercise of outstanding options, warrants and rights

 

 

Weighted average exercise price of outstanding options warrants and rights

 

Number of securities remaining available for future issuance (2)

Equity compensation plans approved by stockholders

 

4,986,000

(1)

 

$

0.43

 

-   

 

 

 

 

 

 

 

 

 

Equity compensation plans not approved by stockholders

 

-   

 

 

 

 

 

-   

 

 

4,986,000

 

 

 

 

 

 -   

_______________

(1)

This total includes shares to be issued upon exercise of outstanding options under the equity compensation plans that have been approved by our stockholders (i.e., our 2000 Incentive and Non-Qualified Stock Option Plan and our 2004 Stock Option Plan).

(2)

Includes shares available for future issuance under our 2004 Stock Option Plan. Our 2000 Incentive and Non-Qualified Stock Option Plan expired in October 2010.

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Recent Sales of Unregistered Securities

In May 2012 and in June 2012, DMRJ converted $80,000 and $136,000, respectively, of the principal amount owed by us under a promissory note into 1,000,000 and 1,700,000 shares of our common stock, at an adjusted conversion price of $0.08 per share. The issuance of these securities to DMRJ is exempt from registration under the Securities Act of 1933, as amended, pursuant to an exemption provided by Section 3(a)(9) and/or Section 4(2) of the Securities Act.

During the three months ended June 30, 2012, we issued 666,664 shares of common stock, having a value of $646,664, to two advisors, in consideration of services rendered to us under two advisory and consulting services agreements. The issuance of these shares was exempt from registration under the Securities Act pursuant to an exemption provided by Section 4(2) of the Securities Act.

In May 2012, we issued a warrant to purchase 100,000 shares of our common stock, at an exercise price of $1.00 per share, to an advisor, in consideration of services rendered to us under an advisory agreement. The issuance of this warrant was exempt from registration under the Securities Act pursuant to an exemption provided by Section 4(2) of the Securities Act.

In June 2012, we issued warrants to purchase an aggregate of 1,000,000 shares of our common stock, at an exercise price of $0.92 per share, to two consultants, in consideration of services rendered to us under two consulting agreements. The issuance of this warrant was exempt from registration under the Securities Act pursuant to an exemption provided by Section 4(2) of the Securities Act.

Item 6.

Selected Financial Data

Not Applicable.



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Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview

Since our incorporation in 1984, we have operated as a multi-faceted company engaging in the development of ion-based technologies and providing commercial services and products to the semiconductor, medical device and security industries. Beginning in March 2007, we undertook steps to divest our semiconductor and medical business activities in order to focus on our security business and completed the divestitures in fiscal 2009.

Since May 1999, we have been performing research to improve explosives trace detection (“ETD”) technology, and developing ETD products which can be used for detection of trace amounts of explosives.  More recently, we have adapted this technology for the detection of narcotics (“NDT”). We now develop, manufacture and sell sophisticated sensors and systems for the security, safety and defense industries.  We have developed handheld ETD systems, which have been marketed and sold both domestically and internationally, and a benchtop ETD and NTD system which we began shipping commercially in the third quarter of fiscal 2012.  These systems are used by private companies and government agencies to screen baggage, cargo, other objects and people, for the detection of trace amounts of explosives.

Critical Accounting Policies

Our significant accounting policies are described in Note 2 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for the fiscal year ended June 30, 2012.  Our discussion and analysis of our financial condition and results of operations are based upon these financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.  The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  On an on-going basis, we evaluate our estimates, including those related to bad debts, product returns, inventories, investments, derivative liabilities, conversion features of our debt agreements and warranty obligations. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  In the past, actual results have not been materially different from our estimates.  However, results may differ from these estimates under different assumptions or conditions.

We have identified the following as critical accounting policies, based on the significant judgments and estimates used in determining the amounts reported in our financial statements:

·

Revenue Recognition.  We recognize revenue when there is persuasive evidence of an arrangement with the customer that states a fixed or determinable price and terms, delivery of the product has occurred or the service performed is in accordance with the terms of the arrangement, and collectibility of the sale is reasonably assured.

Government contract revenue under cost-sharing research and development agreements is recognized as eligible research and development expenses are incurred.  Our obligation with respect to these agreements is to perform the research on a best-efforts basis. For government contracts with a deliverable, revenue is recognized based upon the proportional performance method.

Revenues for which we have received payment, but are due to obligations under the sales agreement, are reflected on our balance sheet as deferred revenues.

·

Accounts Receivable and Allowance for Doubtful Accounts.  We maintain allowances for estimated losses resulting from the inability of our customers to make required payments.  Judgments are used in determining the allowance for doubtful accounts and are based on a combination of factors.  Such factors include historical collection experience, credit policy and specific customer collection issues.  In circumstances where we are aware of a specific customer’s inability to meet its financial obligations to us (e.g., due to a bankruptcy filing), we record a specific reserve for bad debts against amounts due to reduce the net recognized receivable to the amount we reasonably believe will be collected.  We perform ongoing credit evaluations of our customers and continuously monitor collections and payments from our customers.  While actual bad debts have historically been within our expectations and the provisions established, we cannot guarantee that we will continue to experience the same bad debt rates that we have in the past.  A significant change in the liquidity or financial position of any of our customers could result in the uncollectibility of the related accounts receivable and could adversely impact our operating cash flows in that period.



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·

Inventories.  We value our inventories at lower of cost or market.  Cost is determined by the first-in, first-out (FIFO) method, including material, labor and factory overhead.  In assessing the ultimate realization of inventories, management judgment is required to determine the reserve for obsolete or excess inventory. Inventory on hand may exceed future demand either because the product is obsolete, or because the amount on hand is more than can be used to meet future needs.  We provide for the total value of inventories that we determine to be obsolete or excess based on criteria such as customer demand and changing technologies. We historically have not experienced significant inaccuracies in computing our reserves for obsolete or excess inventory.

·

Warranties.  We provide for the estimated cost of product warranties at the time revenue is recognized.  We record an estimate for warranty related costs at the time of sale based on our actual historical return rates and repair costs.  While our warranty costs have historically been within our expectations and the provisions established, we cannot guarantee that we will continue to experience the same warranty return rates or repair costs that we have in the past.  A significant increase in warranty return rates or costs to repair our products could have a material adverse impact on our operating results for the period or periods in which such returns or additional costs materialize.

·

Income Taxes.  Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against deferred tax assets.  We have recorded a full valuation allowance against our net deferred tax assets of $25,230,000 as of June 30, 2012, due to uncertainties related to our ability to utilize these assets. The valuation allowance is based on our estimates of taxable income and the period over which our deferred tax assets will be recoverable. In the event that actual results differ from these estimates or we adjust these estimates in future periods we may need to adjust our valuation allowance which could materially impact our financial position and results of operations.

·

Equity Transactions.  We evaluate the proper classification of our equity instruments that embody an unconditional obligation requiring the issuer to redeem it by transferring assets at a determinable date or that contain certain conditional obligations, typically classified as equity, be classified as a liability. We record financing costs associated with our capital raising efforts in our statements of operations.  These include amortization of debt issue costs such as cash, warrants and other securities issued to finders and placement agents, and amortization of preferred stock discount created by in-the-money conversion features on convertible debt and allocates the proceeds amongst the securities based on relative fair values or based upon the residual method.  We based our estimates and assumptions on the best information available at the time of valuation, however, changes in these estimates and assumptions could have a material effect on the valuation of the underlying instruments.

·

Warrant Derivative Liability.  We record, as assets or liabilities, free standing financial contracts that are settled in our own stock, that provide for reset provisions as an adjustment mechanism to the relevant exercise price or conversion price. A contract designated as an asset or a liability must be carried at fair value until exercised or expired, with any changes in fair value recorded in the our consolidated statements of operations. We determine fair value using a binomial option pricing model, which included variables such as the expected volatility of our share price, interest rates, and dividend yields. These variables were projected based on our historical data, experience, and other factors. Changes in any of these variables could result in material adjustments to the expense recognized for changes in the valuation of the warrant derivative liability.

·

Fair Value of Note Conversion Feature. We record, as assets or liabilities, financial instruments that provide for reset provisions as an adjustment mechanism to the relevant exercise or conversion price, since they are not deemed to be indexed to our common stock.  A contract designated as an asset or a liability must be carried at fair value until exercised or expired, with any changes in fair value recorded in our consolidated statement operations for each reporting period. We determine fair value using a binomial option pricing model, which included variables such as the expected volatility of our share price, interest rates, and dividend yields. These variables were projected based on our historical data, experience, and other factors. Changes in any of these variables could result in material adjustments to the expense recognized for changes in the valuation of the note conversion liability.



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·

Stock-Based Compensation.  We account for employee and non-employee director stock-based compensation using the fair value method of accounting. Compensation cost arising from stock options to employees and non-employee directors is recognized using the straight-line method over the vesting period, which represents the requisite service or performance period. The calculation of stock-based compensation requires us to estimate several factors, most notably the term, volatility and forfeitures.  We estimate the option term using historical terms and estimate volatility based on historical volatility of our common stock over the option’s expected term. Expected forfeitures based on historical forfeitures in calculating the expense related to stock-based compensation associated with stock awards. Our estimates and assumptions are based on the best information available at the time of valuation, however, changes in these estimates and assumptions could have a material effect on the valuation of the underlying instruments.


Results of Operations

Fiscal Year Ended June 30, 2012 vs. June 30, 2011

Revenues

Revenues for the year ended June 30, 2012 were $3,406,000 as compared with $6,652,000 for the prior year, a decrease of $3,246,000 or 48.8%.  The decrease in revenue is primarily a result of a 55.7% decrease in unit volume of our explosives detection products sold, partially offset by a 1.8% increase in average unit sell prices, during the year ended June 30, 2012 as compared to the comparable prior year period. The revenue decrease and higher average unit sell prices are predominantly due to lower sales of our explosives detection products into China.

Cost of Revenues

Cost of revenues for the year ended June 30, 2012 was $2,407,000 as compared with $4,011,000 for the prior year, a decrease of $1,604,000 or 40.0%.   The decrease in cost of revenues is primarily due to a decrease in the number of units sold during the year ended June 30, 2012, as compared to the comparable prior year period due to decreased unit volumes sold and decreased warranty costs, partially offset by the cost incurred to remediate certain defective component parts, increased manufacturing overhead spending and an increase in a minimum guaranteed royalty.

Gross Margin

Gross margin for the year ended June 30, 2012 was $999,000 or 29.3% of revenues as compared with $2,641,000 or 39.7% of revenues for the prior year. The decrease in gross margin is a result of lower unit volume of our explosives detection products sold, resulting in increased unabsorbed manufacturing overhead, costs incurred to remediate certain defective component parts and an increase in a minimum guaranteed royalty, partially offset by a decrease in our warranty costs.

Research and Development Expense

Research and development expense for the fiscal year ended June 30, 2012 was $3,180,000 as compared with $2,719,000 for the prior year, an increase of $461,000 or 17.0%.  The increase in research and development expense is due primarily to increased payroll and related fringe benefit costs and increased contracted engineering costs incurred in the development of the QS-B220 benchtop explosives and narcotics detector. We continue to expend funds to further the development of new products in the areas of explosives detection, as well as to prepare for certain government laboratory acceptance testing including our participation in the Cooperative Research and Development Agreement with the Department of Homeland Security’s Science and Technology Directorate. Spending on research and development will increase in the near term due to the ongoing development of the QS-B220 benchtop explosives and narcotics detector and the QS-Hx portable explosives detector.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the year ended June 30, 2012 were $8,575,000 as compared with $5,746,000 for the prior fiscal year, an increase of $2,829,000, or 49.2%. The increase in selling, general and administrative expenses is due primarily to increased consulting expense, due to the issuance of our common stock to certain consultants and the retention of consultants to assist with our efforts to advance our interests with the U.S. government, increased payroll, related fringe benefits costs and travel expense resulting from the addition of sales, marketing and administrative personnel, increased stock-based expense on warrants and employee stock options, increased legal fees, the tax settlement of $178,000 with the California Board of Equalization recorded in the prior period due to our appeal of a sales and use tax assessment on the 2007 sale of our Accurel International Systems Corporation subsidiary, partially offset by the early termination payment discount of $201,000 recorded in the comparable prior period with respect to the note receivable issued to us in the 2008 sale of our Core Systems  business and decreased vendor late payment fees.

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Other Income and Expense, Net

For the year ended June 30, 2012, we recorded other expense, net of $3,880,000 as compared with other expense, net of $9,730,000, for the prior year, a decrease of $5,850,000, or 60.1%. The decrease was primarily due to increases in the fair value adjustment recorded on the note conversion option liability of $7,159,000 and warrant derivative liability of $160,000, in the year ended June 30, 2011, both of which are related to our financing with DMRJ. On April 7, 2011, we entered into an amendment to our credit facility with DMRJ. As amended, the conversion price of the senior secured convertible promissory note and warrant to purchase shares of our common stock were both fixed at $0.08 per share. As of that date, the note conversion feature and warrant were no longer subject to adjustment and were no longer required to be recorded as a separate liability under ASC 815-40-15. On April 7, 2011, we reclassified the note conversion liability and the warrant derivative liability, $17,845,000 and $438,000, respectively, to stockholders’ deficit.

Interest expense increased $1,458,000 to $3,884,000 in the year ended June 30, 2012 from $2,426,000 in the prior year, due to higher borrowings under our credit facility with DMRJ. Interest income decreased $11,000 to $4,000, in the year ended June 30, 2012 from $15,000, for the prior year, due to decreased interest income associated with the note receivable issued to us as part of the Core Systems asset sale and due to the early termination payment discount negotiated on the note.

Income Taxes

As of June 30, 2012, we had federal and state net operating loss carry forwards available to offset future taxable income of approximately $ 59,612,000 expiring between 2023 and 2032, and $47,587,000, expiring between 2013 and 2027, respectively.  As of June 30, 2012, we had federal and state investment, alternative minimum tax and research credit carry forwards available to offset future taxable income of approximately $937,000, expiring between 2023 and 2032, and $655,000, expiring between 2013 and 2027, respectively.

Net Loss

Our net loss for the year ended June 30, 2012 was $14,636,000 as compared with $15,554,000 for the prior year, a decrease of $918,000, or 5.9%.  The decrease in the net loss is primarily due to the non-cash fair value adjustments recorded in the fiscal year ended June 30, 2011 on the note conversion option liability and warrant derivative liability, both of which are related to our financing with DMRJ, offset partially by  lower revenues, a $3,290,000 increase in operating expenses and increased interest expense due to higher borrowings under our credit facility with DMRJ.

Liquidity and Capital Resources

As of June 30, 2012, we had cash of approximately $84,000, a decrease of $180,000 when compared with cash of $264,000 at June 30, 2011.  

On September 5, 2012, we amended our credit agreements with DMRJ (see Note 14). Pursuant to these amendments, we extended the maturity date of all of our indebtedness from September 30, 2012 to March 31, 2013 and issued to DMRJ a second senior secured convertible promissory note in the  principal amount of $12,000,000. This note is convertible in whole or in part, at DMRJ’s option, into shares of Series H Convertible Preferred Stock at an initial conversion rate of $1,000 per share. As of June 30, 2012, our obligations under the senior secured convertible promissory note, the senior secured promissory note and under the revolving credit facility were $3,224,000, $1,000,000 and $26,231,000, respectively. Each of these notes and the credit facility are described in more detail below.  As of September 25, 2012 our obligations to DMRJ under the senior secured convertible promissory note, the senior secured promissory note, the second senior secured convertible promissory note and under the revolving credit facility were $3,184,000, $1,000,000, $12,000,000 and $17,245,000, respectively, reflecting increased borrowing under the revolving credit facility to fund working capital due to increased headcount and to procure inventory to fulfill our order from the India Ministry of Defense.



- 25 -





During the year ended June 30, 2012 we had net cash outflows from operating activities of $10,536,000 as compared to net cash outflows from operating activities of $7,927,000 for the prior year.  The approximately $2,609,000 increase in net cash outflows used in operating activities during the year ended June 30, 2012, as compared to the prior year period, was due to (i) a decrease in accounts payable of $26,000, compared to a decrease in accounts payable of $597,000 in the prior period due to the payment of outstanding obligations; (ii) an increase of $173,000 in deferred revenue, compared to a $726,000 increase in deferred revenue in the prior year due primarily to the advance deposit of $893,000 received under our contract with the India Ministry of Defence and the timing of or application of customer advance payments; (iii) a $276,000 decrease in prepaid expenses, compared to a $282,000 increase in prepaid expenses in the prior year, due to vendor prepayment requirements on inventory procurement; (iv) a $1,326,000 increase in inventories, compared to a $907,000 increase in inventories in the prior year, due to the acquisition of inventory in connection with the order from the India Ministry of Defence; (v) a $1,421,000 increase in accrued expenses, compared to a $763,000 increase in accrued expenses in the prior year due primarily to increased accruals for unpaid interest on our borrowings with DMRJ and increased employee compensation related accruals; and (vi) a $885,000 decrease in accounts receivable, compared to a $522,000 increase in accounts receivable in the prior year, due to increased collections in the first quarter of fiscal 2012.

During the year ended June 30, 2012 we had net cash outflows of $161,000 from investing activities as compared to net cash inflows of $562,000 from investing activities for the prior year.  The approximately $723,000 decrease in net cash inflows used in investing activities during the year ended June 30, 2012, as compared to the prior year, was primarily a result of a $600,000 decrease in payments received on the Core note receivable due to the payoff agreement entered into during the fiscal year ended June 30, 2011 with the buyer of our Core Systems business, the $20,000 decrease in cash transferred from restricted funds and to a $103,000 increase in cash used to purchase property and equipment.

During the year ended June 30, 2012 we had net cash inflows of $10,517,000 from financing activities as compared to net cash inflows of $7,629,000 from financing activities for the prior year.  The approximately $2,888,000 increase in net cash inflows used in financing activities during the year ended June 30, 2012, as compared to the prior year, was primarily due to $2,804,000 in cash provided under our credit facility with DMRJ and $92,000 of proceeds from common stock issued in connection with the exercise of stock options in the year ended June 30, 2012, as compared to $5,000 in the prior year.

Credit Facilities with DMRJ Group LLC

In December 2008, we entered into a note and warrant purchase agreement with DMRJ, pursuant to which we issued a senior secured convertible promissory note in the principal amount of $5,600,000 and a warrant to purchase 1,000,000 shares of our common stock.  Thereafter, we entered into a series of amendments, waivers and modifications of this facility.  On September 5, 2012, we amended our credit agreements with DMRJ (see Note 14) pursuant to which we extended the maturity date of all of our indebtedness from September 30, 2012 to March 31, 2013 and issued to DMRJ a second senior secured convertible promissory note in the principal amount of $12,000,000. This note is convertible in whole or in part, at DMRJ’s option, into shares of Series H Convertible Preferred Stock at an initial conversion rate of $1,000 per share. See Note 14 of Notes to Consolidated Financial Statements, accompanying this Annual Report. There can be no assurance that we will be successful in refinancing or extending our obligations to DMRJ.  

Our ability to comply with our debt covenants in the future depends on our ability to generate sufficient sales and to control expenses, and will require us to seek additional capital through private financing sources.  In addition, we will require substantial funds for further research and development, regulatory approvals, and the marketing of our explosives detection products.  Our capital requirements depend on numerous factors, including but not limited to the progress of our research and development programs; the cost of filing, prosecuting, defending and enforcing any intellectual property rights; competing technological and market developments; changes in our development of commercialization activities and arrangements; and the hiring of additional personnel, and acquiring capital equipment.  There can be no assurances that we will achieve our forecasted financial results or that we will be able to raise additional capital to operate our business.  

Any failure to comply with our debt covenants, to achieve our projections and/or obtain sufficient capital on acceptable terms would have a material adverse impact on our liquidity, financial condition and operations and could force us to curtail or discontinue operations entirely and/or file for protection under bankruptcy laws.  Further, upon the occurrence of an event of default under certain provisions of our agreements with DMRJ, we could be required to pay default rate interest equal to the lesser of 3.0% per month and the maximum applicable legal rate per annum on the outstanding principal balance outstanding.



- 26 -





Based on current sales, operating expense and cash flow projections, and the cash available from our line of credit, management believes there are plans in place to sustain operations for the next several months. Because there can be no assurances that sales will materialize as forecasted, and/or that management will be successful in refinancing or extending our obligations with DMRJ, management will continue to closely monitor and attempt to control our costs and will continue to actively seek the needed capital through government grants and awards, strategic alliances, private financing sources, and through its lending institutions.  Future expenditures for research and product development are discretionary and can be adjusted as can certain selling, general and administrative expenses, based on the availability of cash.  The financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Despite our current sales, expense and cash flow projections and the cash available from our line of credit with DMRJ, we will require additional capital in the third quarter of fiscal 2013 to fund operations and continue the development, commercialization and marketing of our products. Our failure to achieve our projections and/or obtain sufficient additional capital on acceptable terms would have a material adverse effect on our liquidity and operations and could require us to file for protection under bankruptcy laws. These conditions raise substantial doubt as to our ability to continue as a going concern.

Off-Balance Sheet Arrangements

As of June 30, 2012, we had three irrevocable standby letters of credit outstanding in the approximate amount of $1,488,000.  These letters of credit (1) provide performance security equal to 5% of the amount of our contract with the India Ministry of Defence; (2) provide warranty performance security equal to 5% of the contract amount; and (3) provide security equal to 15% of the contract amount against an advance deposit under the terms of the contract.  We have amended each of the letters of credit, extending the expiration dates. As amended, the letters of credit expire between August 2, 2013 and May 4, 2015.

As of June 30, 2012, we did not have any other off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures or capital resources.

Recent Accounting Pronouncements

In May 2011, the FASB issued Accounting Standards Update 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS” (“ASU 2011-04”). The adoption of ASU 2011-04 gives fair value the same meaning between U.S. generally accepted accounting principles (“U.S. GAAP”) and International Financial Reporting Standards (“IFRS”), and improves consistency of disclosures relating to fair value. The provisions of ASU 2011-04 will be effective for fiscal years and interim periods beginning after December 15, 2011 and can be applied prospectively. However, changes in valuation techniques shall be treated as changes in accounting estimates.  The adoption of this update is  not expected to have a material effect on our consolidated financial position and results of operations.



- 27 -





Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

Item 8.

Financial Statements and Supplementary Data

The following documents are filed as part of this report on Form 10-K

 

 

Page

 

Report of Marcum LLP, Independent Registered Public Accounting Firm

 

F-1

 

Consolidated Balance Sheets at June 30, 2012 and 2011

 

F-2

 

Consolidated Statements of Operations for the years ended June 30, 2012 and 2011

 

F-3

 

Consolidated Statements of Stockholders’ Deficit for the years ended June 30, 2012 and 2011

 

F-4

 

Consolidated Statements of Cash Flows for the years ended June 30, 2012 and 2011

 

F-5

 

Notes to Consolidated Financial Statements

 

F-6

 


Item 9.

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A.

Controls and Procedures

The certifications of our Chief Executive Officer and Chief Financial Officer attached as Exhibits 31.1 and 31.2 to this Annual Report on Form 10-K include, in paragraph 4 of such certifications, information concerning our disclosure controls and procedures, and internal control over financial reporting.  Such certifications should be read in conjunction with the information contained in this Item 9A for a more complete understanding of the matters covered by such certifications.

Disclosure Controls and Procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2012.  The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions to be made regarding required disclosure.  It should be noted that any system of controls and procedures, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met and that management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our Chief Executive Officer and Chief Financial Officer concluded that we did maintain effective internal control over financial reporting as of June 30, 2012 and further concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).  A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.  Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the interim or annual consolidated financial statements.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

- 28 -





Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2012 based on the framework in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management concluded that, as of June 30, 2012, our internal control over financial reporting was effective based on those criteria. This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by our registered public accounting firm pursuant to provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act that permit us to provide only management’s report in this Annual Report.

Changes in Internal Control Over Financial Reporting

There were no changes to our internal control, other than described above, over financial reporting during the fourth quarter ended June 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.

Other Information

None.



- 29 -





PART III

Item 10.

Directors, Executive Officers and Corporate Governance

The information required by this Item 10 is incorporated by reference to our definitive proxy statement to be filed with the Commission on or before October 28, 2012.

Item 11.

Executive Compensation

The information required by this Item 11 is incorporated by reference to our definitive proxy statement to be filed with the Commission on or before October 28, 2012.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item 12 is incorporated by reference to our definitive proxy statement to be filed with the Commission on or before October 28, 2012.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

The information required by this Item 13 is incorporated by reference to our definitive proxy statement to be filed with the Commission on or before October 28, 2012.

Item 14.

Principal Accounting Fees and Services

The information required by this Item 14 is incorporated by reference to our definitive proxy statement to be filed with the Commission on or before October 28, 2012.



- 30 -





PART IV

Item 15.

Exhibits, Financial Statement Schedules

The following are filed as part of this Form 10-K:

(1)

Financial Statements: For a list of financial statements which are filed as part of this Annual Report on Form 10-K, See Page 26.

(2)

Exhibits

Exhibit No.

Ref. No.

Description

2.1

1

Xenation License Agreement and related Security Agreement, each dated June 30, 2008, between Implant Sciences Corporation and International Brachytherapy, s.a.

2.2

1

Ytterbium License Agreement and related Security Agreement, each dated June 30, 2008, between Implant Sciences Corporation and International Brachytherapy, s.a.

3.1

**

Restated Articles of Organization, as amended, of Implant Sciences Corporation.

3.2

2

Amended and Restated -Laws, as amended, of Implant Sciences Corporation.

4.1

3

Specimen certificate for the Common Stock of Implant Sciences Corporation.

10.1

4

1992 Stock Option Plan.*

10.2

4

Form of Stock Option Agreement under the 1992 Stock Option Plan.*

10.3

4

1998 Incentive and Nonqualified Stock Option Plan.*

10.4

3

Form of Incentive Stock Option under the 1998 Incentive and Nonqualified Stock Option Plan.*

10.5

3

Form of Nonqualified Stock Option under the 1998 Incentive and Nonqualified Stock Option Plan.*

10.6

3

Form of Nonqualified Stock Option for Non-Employee Directors under the 1998 Incentive and Nonqualified Stock Option Plan.*

10.7

5

2000 Incentive and Non-Qualified Stock Option Plan of Implant Sciences Corporation.*

10.8

6

2004 Stock Option Plan of Implant Sciences Corporation, as amended through March 14, 2011.*

 

7

Amendment to 2004 Stock Option Plan of Implant Sciences Corporation, effective September 7, 2012.*

10.9

8

2006 Employee Stock Purchase Plan of Implant Sciences Corporation.*

10.10

7

Implant Sciences Corporation Change of Control Payment Plan.*

10.11

9

Employment Agreement, dated as of February 6, 2009, between Implant Sciences Corporation and Glenn D. Bolduc.*

10.12

10

Employment Agreement between Implant Sciences Corporation and William McGann, dated March 19, 2012.*

10.13

11

Employment Agreement between Implant Sciences Corporation and Darryl Jones, dated May 7, 2012.*

10.14

12

Lease, dated December 11, 2008, between Implant Sciences Corporation and Wakefield Investments, Inc.

10.15

13

First Amendment, dated February 1, 2010, to Lease between Implant Sciences Corporation and Wakefield Investments, Inc.

10.16

14

Agreement, dated January 4, 2008, between the Implant Sciences Corporation, OSI Systems, Inc. and Rapiscan Systems, Inc.

10.17

15

Common Stock Purchase Warrant, dated December 29, 2006, issued by Implant Sciences Corporation to Laurus Master Fund, Ltd.

10.18

16

Note and Warrant Purchase Agreement, dated as of December 10, 2008, between Implant Sciences Corporation and DMRJ Group LLC.

10.19

16

Senior Secured Convertible Promissory Note, dated December 10, 2008, in the principal amount of $5,600,000, issued by Implant Sciences Corporation to DMRJ Group LLC (superseded by Exhibit 10.25).

10.20

16

Warrant to Purchase Shares of Common Stock, dated December 10, 2008, issued by Implant Sciences Corporation to DMRJ Group LLC (superseded by Exhibit 10.26).

10.21

16

Security Agreement, dated as of December 10, 2008, among Implant Sciences Corporation, C Acquisition Corp., Accurel Systems International Corporation and IMX Acquisition Corp., as grantors, and DMRJ Group LLC, as secured party.

 

- 31 -



 


10.22

16

Patent Security Agreement, dated as of December 10, 2008, among Implant Sciences Corporation, C Acquisition Corp., Accurel Systems International Corporation and IMX Acquisition Corp., as grantors, and DMRJ Group LLC, as secured party.

10.23

16

Guaranty, dated as of December 10, 2008, of the obligations of Implant Sciences Corporation by C Acquisition Corp., Accurel Systems International Corporation and IMX Acquisition Corp. in favor of DMRJ Group LLC.

10.24

17

Letter Agreement, dated as of March 12, 2009, between Implant Sciences Corporation and DMRJ Group LLC.

10.25

17

Amended and Restated Senior Secured Convertible Promissory Note, dated December 10, 2008, in the principal amount of $5,600,000, issued by Implant Sciences Corporation to DMRJ Group LLC.

10.26

17

Amended and Restated Warrant to Purchase Shares of Common Stock, dated March 12, 2009, issued by Implant Sciences Corporation to DMRJ Group LLC.

10.27

18

First Amendment, dated July 1, 2009, to Note and Warrant Purchase Agreement, dated as of December 10, 2008, between Implant Sciences Corporation and DMRJ Group LLC.

10.28

18

Senior Secured Promissory Note, dated July 1, 2009, in the principal amount of $1,000,000, issued by Implant Sciences Corporation to DMRJ Group LLC.

10.29

19

Credit Amendment, dated September 4, 2009, among Implant Sciences Corporation, C Acquisition Corp., Accurel Systems International Corporation, IMX Acquisition Corp. and DMRJ Group LLC.

10.30

19

Promissory Note, dated September 4, 2009, in the maximum principal amount of $3,000,000, issued by Implant Sciences Corporation to DMRJ Group LLC (superseded by Exhibit 10.35).

10.31

19

Security Agreement, dated as of September 4, 2009, among Implant Sciences Corporation, C Acquisition Corp., Accurel Systems International Corporation and IMX Acquisition Corp., as grantors, and DMRJ Group LLC, as secured party.

10.32

19

Patent Security Agreement, dated as of September 4, 2009, among Implant Sciences Corporation, C Acquisition Corp., Accurel Systems International Corporation and IMX Acquisition Corp., as grantors, and DMRJ Group LLC, as secured party.

10.33

19

Guaranty, dated as of September 4, 2009, of the obligations of Implant Sciences Corporation by C Acquisition Corp., Accurel Systems International Corporation and IMX Acquisition Corp. in favor of DMRJ Group LLC.

10.34

20

Omnibus Waiver and First Amendment to Credit Agreement and Third Amendment to Note and Warrant Purchase Agreement, dated as of January 12, 2010 between Implant Sciences Corporation and DMRJ Group LLC.

10.35

20

Amended and Restated Promissory Note, dated as of January 12, 2010, in the maximum principal amount of $5,000,000, issued by Implant Sciences Corporation to DMRJ Group LLC (superseded by Exhibit 10.37).

10.36

21

Omnibus Second Amendment to Credit Agreement and Fourth Amendment to Note and       Warrant Purchase Agreement, dated as of April 23, 2010 between Implant Sciences Corporation and DMRJ Group LLC.

10.37

21

Amended and Restated Promissory Note, dated as of April 23, 2010, and effective as of April 7, 2011, in the maximum principal amount of $10,000,000, issued by Implant Sciences Corporation to DMRJ Group LLC (superseded by Exhibit 10.42).

10.38

22

Convertible Promissory Note, dated November 11, 2009 issued to Michael C. Turmelle.

10.39

23

Omnibus Third Amendment to Credit Agreement and Fifth Amendment to Note and Warrant Purchase Agreement, dated as of September 30, 2010 between Implant Sciences Corporation and DMRJ Group LLC.

10.40

24

Payoff Agreement between Implant Sciences Corporation and Core Systems Incorporated dated as of December 30, 2010.

10.41

25

Omnibus Fourth Amendment to Credit Agreement and Sixth Amendment to Note and Warrant Purchase Agreement, dated as of March 30, 2011 between Implant Sciences Corporation and DMRJ Group LLC.

10.42

25

Amended and Restated Promissory Note, dated as of March 30, 2011 in the maximum principal amount of $15,000,000, issued by Implant Sciences Corporation to DMRJ Group LLC (superseded by Exhibit 10.45).

- 32 -






10.43

26

Omnibus Fifth Amendment to Credit Agreement and Seventh Amendment to Note and Warrant Purchase Agreement, dated as of April 7, 2011 between Implant Sciences Corporation and DMRJ Group LLC.

10.44

27

Omnibus Sixth Amendment to Credit Agreement and Eighth Amendment to Note and Warrant Purchase Agreement, dated as of September 20, 2011 between Implant Sciences Corporation and DMRJ Group LLC.

10.45

27

Amended and Restated Promissory Note, dated as of September 29, 2011 in the maximum principal amount of $23,000,000, issued by Implant Sciences Corporation to DMRJ Group LLC.

10.46

28

Omnibus Seventh Amendment to Credit Agreement and Ninth Amendment to Note and Warrant Purchase Agreement, dated as of October 13, 2011 between Implant Sciences Corporation and DMRJ Group LLC.

10.47

29

Omnibus Eighth Amendment to Credit Agreement and Tenth Amendment to Note and Warrant Purchase Agreement, dated as of February 21, 2012 between Implant Sciences Corporation and DMRJ Group LLC.

10.48

30

Omnibus Ninth Amendment to Credit Agreement and Eleventh Amendment to Note and Warrant Purchase Agreement, dated as of September 5, 2012 between Implant Sciences Corporation and DMRJ Group LLC.

10.49

 30

Senior Secured Convertible Promissory Note, dated as of September 5, 2012, issued by Implant Sciences Corporation.

10.50

31

Agreement for Consulting Services between Implant Sciences Corporation and Robert Liscouski, dated as of April 1, 2011.

21.1

**

Subsidiaries of Implant Sciences Corporation.

23.1

**

Consent of Marcum LLP.

31.1

**

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

**

Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

**

Certification of the Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

**

Certification of the Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


 

 

 

 

1

Filed as an Exhibit to Implant Sciences Corporation’s Form 8-K dated June 27, 2008 and filed on July 9, 2008 and incorporated herein by reference.

 

2

Filed as an Exhibit to Implant Sciences Corporation’s Form 8-K dated December 12, 2007 and filed December 18, 2007, and incorporated herein by reference.

 

3

Filed as an Exhibit to Amendment No. 1 to Implant Sciences Corporation’s Registration Statement on Form SB-2 (Registration No. 333-64499), filed on December 21, 1998, and incorporated herein by reference.

 

4

Filed as an Exhibit to Implant Sciences Corporation’s Registration Statement on Form SB-2 (Registration No. 333-64499), filed on September 29, 1998, and incorporated herein by reference.

 

5

Filed as an Exhibit to Implant Sciences Corporation’s Registration Statement on Form S-8, filed on December 12, 2003, and incorporated herein by reference.

 

6

Filed as Appendices A and B to Implant Sciences Corporation’s definitive proxy statement, filed February 16, 2012, and incorporated herein by reference.

 

7

Filed as an Exhibit to Implant Sciences Corporation’s Form 8-K dated September 7, 2012 and filed on September 13, 2012, and incorporated herein by reference.

 

8

Filed as an Exhibit to Implant Sciences Corporation’s Registration Statement on Form S-8, filed on July 26, 2007, and incorporated herein by reference.

 

9

Filed as an Exhibit to Implant Sciences Corporation’s Form 8-K dated February 6, 2009 and filed on February 11, 2009, and incorporated herein by reference.

 

- 33 -






 

10

Filed as an Exhibit to Implant Sciences Corporation’s Form 8-K dated March 19, 2012 and filed March 23, 2012, and incorporated herein by reference.

 

11

Filed as an Exhibit to Implant Sciences Corporation’s Form 8-K dated May 7, 2012 and filed May 11, 2012, and incorporated herein by reference.

 

12

Filed as an Exhibit to Implant Sciences Corporation’s Form 8-K dated December 11, 2008 and filed on December 17, 2008, and incorporated herein by reference.

 

13

Filed as an Exhibit to Implant Sciences Corporation Annual Report on Form 10-K for the fiscal year ended June 30, 2010, and incorporated herein by reference.

 

14

Filed as an Exhibit to Implant Sciences Corporation’s Form 8-K dated January 4, 2008 and file on January 10, 2008, and incorporated herein by reference.

 

15

Filed as an Exhibit to Implant Sciences Corporation’s Form 8-K dated December 29, 2006 and filed on January 8, 2007, and incorporated herein by reference.

 

16

Filed as an Exhibit to Implant Sciences Corporation’s Form 8-K dated December 10, 2008 and filed December 16, 2008, and incorporated herein by reference.

 

17

Filed as an Exhibit to Implant Sciences Corporation’s Form 8-K dated March 12, 2009 and filed March 18, 2009, and incorporated herein by reference.

 

18

Filed as an Exhibit to Implant Sciences Corporation’s Form 8-K dated July 1, 2009 and filed July 8, 2009, and incorporated herein by reference.

 

19

Filed as an Exhibit to Implant Sciences Corporation’s Form 8-K dated September 4, 2009 and filed September 11, 2009, and incorporated herein by reference.

 

20

Filed as an Exhibit to Implant Sciences Corporation’s Form 8-K dated January 13, 2010 and filed January 14, 2010, and incorporated herein by reference.

 

21

Filed as an Exhibit to Implant Sciences Corporation’s Form 8-K dated April 23, 2010 and filed April 28, 2010, and incorporated herein by reference.

 

22

Filed as an Exhibit to Implant Sciences Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, and incorporated herein by reference.

 

23

Filed as an Exhibit to Implant Sciences Corporation’s Form 8-K dated September 30, 2010 and filed October 6, 2010, and incorporated herein by reference.

 

24

Filed as an Exhibit to Implant Sciences Corporation Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2010, and incorporated herein by reference.

 

25

Filed as an Exhibit to Implant Sciences Corporation’s Form 8-K dated March 30, 2011 and filed April 4, 2011, and incorporated herein by reference.

 

26

Filed as an Exhibit to Implant Sciences Corporation’s Form 8-K dated April 7, 2011 and filed April 12, 2011, and incorporated herein by reference.

 

27

Filed as an Exhibit to Implant Sciences Corporation’s Form 8-K dated September 29, 2011 and filed September 30, 2011, and incorporated herein by reference.

 

28

Filed as an Exhibit to Implant Sciences Corporation’s Form 8-K dated October 13, 2011 and filed October 19, 2011, and incorporated herein by reference.

 

29

Filed as an Exhibit to Implant Sciences Corporation’s Form Form 8-K dated February 21, 2012 and filed February 24, 2012, and incorporated herein by reference.

 

30

Filed as an Exhibit to Implant Sciences Corporation’s Form 8-K dated September 5, 2012 and filed on September 11, 2012, and incorporated herein by reference.

 

31

Filed as an Exhibit to Implant Sciences Corporation’s Annual Report on Form 10-K for the year ended June 30, 2011, and incorporated herein by reference.

 

*

Indicates a management contract or compensatory plan or arrangement.

 

**

Filed herewith.







- 34 -






Report of Independent Registered Public Accounting Firm


The Board of Directors and Stockholders of Implant Sciences Corporation:

We have audited the accompanying consolidated balance sheets of Implant Sciences Corporation as of June 30, 2012 and 2011 and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years then ended.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Implant Sciences Corporation at June 30, 2012 and 2011 and the consolidated results of their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1 to the financial statements, the Company has had recurring net losses and continues to experience negative cash flows from operations.  As of September 25, 2012, the Company’s principal obligation to its primary lender was approximately $33,429,000 with accrued interest of approximately $3,146,000. The Company is required to repay all borrowings and accrued interest to this lender on March 31, 2013. These conditions raise substantial doubt about its ability to continue as a going concern.  Management’s plans regarding these matters are also described in Note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ Marcum LLP

Boston, Massachusetts

September 28, 2012



F-1






Implant Sciences Corporation

Consolidated Balance Sheets

(In thousands except share and per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

 

2012

 

 

 

2011

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

$

84

 

 

$

264

 

Restricted cash and investments

 

1,274

 

 

 

1,275

 

Accounts receivable-trade, net of allowances of $20 and $21,  respectively

 

182

 

 

 

1,066

 

Inventories, net

 

3,193

 

 

 

1,867

 

Prepaid expenses and other current assets

 

809

 

 

 

1,141

 

Total current assets

 

5,542

 

 

 

5,613

 

Property and equipment, net

 

220

 

 

 

129

 

Restricted cash and investments

 

312

 

 

 

312

 

Other non-current assets

 

162

 

 

 

106

 

Total assets

$

6,236

 

 

$

6,160

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Senior secured convertible promissory note

$

3,224

 

 

$

3,600

 

Senior secured promissory note

 

1,000

 

 

 

1,000

 

Line of credit

 

26,231

 

 

 

15,785

 

Current maturities of obligations under capital lease

 

24

 

 

 

20

 

Payable to Med-Tec

 

30

 

 

 

42

 

Accrued expenses

 

4,360

 

 

 

3,249

 

Accounts payable

 

2,654

 

 

 

2,389

 

Deferred revenue

 

1,081

 

 

 

908

 

Total current liabilities

 

38,604

 

 

 

26,993

 

Long-term liabilities:

 

 

 

 

 

 

 

Long-term obligations under capital lease, net of current maturities

 

33

 

 

 

58

 

Total long-term liabilities

 

33

 

 

 

58

 

Total liabilities

 

38,637

 

 

 

27,051

 

 

 

 

 

 

 

 

 

Commitments and contingencies  (Note 9)

 

   

 

 

   

   

 

 

 

 

 

 

 

 

 

Stockholders' deficit:

 

 

 

 

 

 

 

Common stock; $0.10 par value; 50,000,000 shares authorized; 39,163,540 and 39,152,995 at June 30, 2012 and 30,991,873 and 30,981,328 at June 30, 2011 shares

 

3,916

 

 

 

3,099

 

Preferred stock; no stated value; 5,000,000 shares authorized

 

-

 

 

 

-

 

Series G Convertible Preferred Stock, no stated value; 650,000 shares authorized,              164,667 shares issued and outstanding at June 30, 2012 and June 30, 2011, respectively (liquidation value $1,317,000)

 

274

 

 

 

274

 

Additional paid-in capital

 

83,436

 

 

 

80,695

 

Accumulated deficit

 

(119,522

)

 

 

(104,886

)

Deferred compensation

 

(432

)

 

 

-   

 

Treasury stock, 10,545 common shares, at cost

 

(73

)

 

 

(73

)

Total stockholders' deficit

 

(32,401

)

 

 

(20,891

)

Total liabilities and stockholders' deficit

$

6,236

 

 

$

6,160

 






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



F-2






Implant Sciences Corporation

Consolidated Statements of Operations

(In thousands except share and per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended June 30,

 

 

2012

 

 

2011

 

Revenues

$

3,406

 

 

$

6,652

 

Cost of revenues

 

2,407

 

 

 

4,011

 

Gross margin

 

999

 

 

 

2,641

 

Operating expenses:

 

 

 

 

 

 

 

Research and development

 

3,180

 

 

 

2,719

 

Selling, general and administrative

 

8,575

 

 

 

5,746

 

Total operating expenses

 

11,755

 

 

 

8,465

 

Loss from operations

 

(10,756

)

 

 

(5,824

)

Other income (expense), net:

 

 

 

 

 

 

 

Interest income

 

4

 

 

 

15

 

Interest expense

 

(3,884

)

 

 

(2,426

)

Change in fair value of warrant derivative liability

 

-   

 

 

 

(160

)

Change in fair value of note conversion option liability

 

-   

 

 

 

(7,159

)

Total other income (expense), net

 

(3,880

)

 

 

(9,730

)

Net loss  

$

(14,636

)

 

$

(15,554

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share, basic and diluted

$

(0.43

)

 

$

(0.56

)

 

 

 

 

 

 

 

 

Weighted average shares used in computing net loss per common share, basic and diluted

 

34,242,719

 

 

 

27,731,343

 

















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




F-3






Implant Sciences Corporation

Consolidated Statements of Stockholders' Deficit

For the Years Ended June 30, 2012 and 2011

(In thousands except share amounts)

 

 

 

Common Stock

 

Series F Convertible Preferred Stock

 

 

Series G Convertible Preferred Stock

 

Additional Paid-in Capital

 

 

Accumulated Deficit

 

 

Deferred Compensation

 

 

Accumulated Other Comprehensive Income (Loss)

 

 

Treasury Stock

 

 

Total Stockholders’ Deficit

 

Net and Comprehensive

Loss

 

 

 

Number of Shares

 

Amount

 

 

 

 

 

 

 

 

 

 

 

 

Number of Shares

 

Amount

 

 

 

 

Balance at June 30, 2010

 

24,634,740

 

$

2,463

 

$

274

 

 

$

-   

 

$

61,539

 

 

$

$(89,332

)

 

$

(16

)

 

$

-   

 

 

10,545

 

$

(73

)

 

$

(25,145

)

$

-   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock in connection with exercise of stock options

 

27,133

 

 

3

 

 

-   

 

 

 

-   

 

 

2

 

 

 

-   

 

 

 

-   

 

 

 

-   

 

 

-   

 

 

-   

 

 

 

5

 

 

-   

 

Conversion of senior secured convertible promissory note

 

4,000,000

 

 

400

 

 

-   

 

 

 

-   

 

 

(80

)

 

 

-   

 

 

 

-   

 

 

 

-   

 

 

-   

 

 

-   

 

 

 

320

 

 

-   

 

Exchange 1,646,663 share of Series F preferred stock for 164,667 shares of Series G preferred stock

 

-   

 

 

-   

 

 

(274

)

 

 

274

 

 

-   

 

 

 

-   

 

 

 

-   

 

 

 

-   

 

 

-   

 

 

-   

 

 

 

-   

 

 

-   

 

Conversion of promissory note

 

1,250,000

 

 

125

 

 

-   

 

 

 

-   

 

 

(25

)

 

 

-   

 

 

 

-   

 

 

 

-   

 

 

-   

 

 

-   

 

 

 

100

 

 

-   

 

Fair value of warrants issued to consultants

 

-   

 

 

-   

 

 

-   

 

 

 

-   

 

 

54

 

 

 

-   

 

 

 

-   

 

 

 

-   

 

 

-   

 

 

-   

 

 

 

54

 

 

-   

 

Amortization of deferred compensation

 

-   

 

 

-   

 

 

-   

 

 

 

-   

 

 

-   

 

 

 

 

 

 

 

16

 

 

 

 

 

 

 

 

 

 

 

 

 

16

 

 

-   

 

Share-based compensation

 

-   

 

 

-   

 

 

-   

 

 

 

-   

 

 

169

 

 

 

-   

 

 

 

-   

 

 

 

-   

 

 

-   

 

 

-   

 

 

 

169

 

 

-   

 

Reclassification of note conversion and warrant derivative liabilities

 

-   

 

 

-   

 

 

-   

 

 

 

-   

 

 

18,283

 

 

 

-   

 

 

 

-   

 

 

 

-   

 

 

-   

 

 

-   

 

 

 

18,283

 

 

-   

 

Common stock issued to consultants

 

1,080,000

 

 

108

 

 

-   

 

 

 

-   

 

 

753

 

 

 

-   

 

 

 

-   

 

 

 

-   

 

 

-   

 

 

-   

 

 

 

861

 

 

-   

 

Net loss

 

-   

 

 

-   

 

 

-   

 

 

 

-   

 

 

-

 

 

 

(15,554

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(15,554

)

 

(15,554

)

Balance at June 30, 2011

 

30,991,873

 

 

3,099

 

 

-   

 

 

 

274

 

 

80,695

 

 

 

(104,886

)

 

 

-   

 

 

 

-   

 

 

10,545

 

 

(73

)

 

 

(20,891

)

 

(15,554

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock in connection with exercise of stock options

 

471,667

 

 

47

 

 

-   

 

 

 

-   

 

 

76

 

 

 

-   

 

 

 

-   

 

 

 

-   

 

 

-   

 

 

-   

 

 

 

123

 

 

-   

 

Conversion of senior secured convertible promissory note

 

4,700,000

 

 

470

 

 

-   

 

 

 

-   

 

 

(94

)

 

 

-   

 

 

 

-   

 

 

 

-   

 

 

-   

 

 

-   

 

 

 

376

 

 

-   

 

Fair value of warrants issued to consultants

 

-   

 

 

-   

 

 

-   

 

 

 

-   

 

 

899

 

 

 

-   

 

 

 

(649

)

 

 

-   

 

 

-   

 

 

-   

 

 

 

250

 

 

-   

 

Amortization of deferred compensation

 

-   

 

 

-   

 

 

-   

 

 

 

-   

 

 

-   

 

 

 

-   

 

 

 

217

 

 

 

-   

 

 

-   

 

 

-   

 

 

 

217

 

 

-   

 

Share-based compensation

 

-   

 

 

-   

 

 

-   

 

 

 

-   

 

 

257

 

 

 

-   

 

 

 

-   

 

 

 

-   

 

 

-   

 

 

-   

 

 

 

257

 

 

-   

 

Common stock issued to consultants

 

3,000,000

 

 

300

 

 

-   

 

 

 

-   

 

 

1,603

 

 

 

-   

 

 

 

-   

 

 

 

-   

 

 

-   

 

 

-   

 

 

 

1,903

 

 

-   

 

Net loss

 

-   

 

 

-   

 

 

-   

 

 

 

-   

 

 

-

 

 

 

(14,636

)

 

 

-   

 

 

 

-   

 

 

-   

 

 

-   

 

 

 

(14,636

)

 

(14,636

)

Balance at June 30, 2012

 

39,163,540

 

$

3,916

 

$

-   

 

 

$

274

 

$

83,436

 

 

$

  (119,522

)

 

$

(432

)

 

$

$-   

 

 

10,545

 

$

(73

)

 

$

(32,401

)

$

(14,636

)

 

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

F-4






Implant Sciences Corporation

Consolidated Statements of Cash Flows

(In thousands)

 

 

For the Years Ended June 30,

 

 

2012

 

 

2011

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net loss

$

(14,636

)

 

$

(15,554

)

Adjustments to reconcile net loss to net cash flows:

 

 

 

 

 

 

 

Depreciation and amortization

 

72

 

 

 

91

 

Bad debt recoveries

 

(1

)

 

 

(24

)

Stock-based compensation expense

 

257

 

 

 

169

 

Note payment discount

 

-   

 

 

 

201

 

(Gain) loss on disposal of equipment

 

(1

)

 

 

2

 

Warrants issued to non-employees

 

467

 

 

 

54

 

Common stock issued to consultants

 

1,903

 

 

 

877

 

Change in fair value of warrant derivative liability

 

-   

 

 

 

160

 

Change in fair value of note conversion option liability

 

-   

 

 

 

7,159

 

Sales tax settlement adjustment

 

-   

 

 

 

(232

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable

 

885

 

 

 

(522

)

Inventories

 

(1,326

)

 

 

(907

)

Prepaid expenses and other current assets

 

276

 

 

 

(282

)

Cash overdraft

 

-   

 

 

 

(11

)

Accounts payable

 

(26

)

 

 

(597

)

Accrued expenses

 

1,421

 

 

 

763

 

Deferred revenue

 

173

 

 

 

726

 

Net cash used in operating activities

 

(10,536

)

 

 

(7,927

)

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Purchases of property and equipment

 

(162

)

 

 

(59

)

Transfer to restricted funds, net

 

1,000

 

 

 

21

 

Payments received on note receivable

 

-   

 

 

 

600

 

Net cash (used in) provided by investing activities

 

(161

)

 

 

562

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Proceeds from common stock issued in connection with exercise of stock options and employee stock purchase plan

 

92

 

 

 

5

 

Principal repayments of long-term debt and capital lease obligations

 

(21

)

 

 

(18

)

Net borrowings on line of credit

 

10,446

 

 

 

7,642

 

Net cash provided by financing activities

 

10,517

 

 

 

7,629

 

Net change in cash and cash equivalents

 

(180

)

 

 

264

 

Cash and cash equivalents at beginning of period

 

264

 

 

 

-   

 

Cash and cash equivalents at end of period

$

84

 

 

$

264

 

 

 

 

 

 

 

 

 

Supplemental Disclosure of Cash Flow Information:

 

 

 

 

 

 

 

Interest paid

$

2,693

 

 

$

1,772

 

 

 

 

 

 

 

 

 

Non-cash Investing and Financing Activity:

 

 

 

 

 

 

 

Conversions of senior secured convertible promissory note to common shares

$

376

 

 

$

320

 

Conversion of convertible promissory note - related party

 

-   

 

 

 

100

 

Common stock issued to consultants

 

1,903

 

 

 

877

 

Equipment purchased under capital lease

 

-   

 

 

 

11

 

Exercise of stock options

 

31

 

 

 

-

 

 

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

F-5




IMPLANT SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.

Description of Business

Implant Sciences Corporation provides systems and sensors for the homeland security market and related industries.  We have developed and acquired technologies using ion mobility spectrometry to develop a product line for use in trace explosives and narcotics detection.  We currently market and sell our existing trace explosives and narcotics detector products while continuing to make significant investments in developing the next generation of these products.

Our fiscal year ends on June 30.  References herein to fiscal 2012 and fiscal 2011 refer to the fiscal years ended June 30, 2012 and 2011, respectively.

Sale of Core

In November 2008, as part of our strategic initiative to focus on our security business, we sold substantially all of the assets of our wholly owned semiconductor wafer processing subsidiary, C Acquisition Corp., which had operated under the name Core Systems, to Core Systems Incorporated, an entity newly formed by the subsidiary’s general manager and certain other investors, for $3,000,000, of which $1,625,000 was payable pursuant to a promissory note, plus the assumption of certain liabilities.

In December 2010, we entered into a payoff agreement with Core Systems Incorporated, pursuant to which we agreed to reduce the amount due under the note by $201,000, from $688,000 to $487,000 in exchange for accelerated payment of the note. In addition, Core Systems Incorporated paid an additional $50,000 to us, representing their portion of the California sales and use tax obligation resulting from the Core Systems asset sale. All of the agreed upon payments have been received. The early termination payment discount of $201,000 is included in our consolidated statement of operations for the year ended June 30, 2011.

Liquidity, Going Concern and Management’s Plans

Despite our current sales, expense and cash flow projections and $4,927,000 in  cash available from our line of credit with DMRJ, at September 25, 2012, an accredited institutional investor, (described below), we will require additional capital in the third quarter of fiscal 2013 to fund operations and continue the development, commercialization and marketing of our products. Our failure to achieve our projections and/or obtain sufficient additional capital on acceptable terms would have a material adverse effect on our liquidity and operations and could require us to file for protection under bankruptcy laws.

In addition, while we strive to bring new products to market, we are subject to a number of risks similar to the risks faced by other technology-based companies, including risks related to: (a) our dependence on key individuals and collaborative research partners; (b) competition from substitute products and larger companies; (c) our ability to develop and market commercially usable products and obtain regulatory approval for its products under development; and (d) our ability to obtain substantial additional financing necessary to adequately fund the development, commercialization and marketing of our products.  For the year ended June 30, 2012, we reported a net loss of $14,636,000 and used $10,536,000 in cash from operations.  As of June 30, 2012, the Company had an accumulated deficit of approximately $119,522,000 and a working capital deficit of $33,062,000.  Management continually evaluates its operating expenses and its cash flow from operations. Failure of the Company to achieve its projections will require that we seek additional financing or discontinue operations.  As of September 25, 2012, our principal obligations to DMRJ were approximately $33,429,000, with accrued interest of approximately $3,146,000.  We are required to repay all borrowings and accrued interest to DMRJ on March 31, 2013.  These conditions raise substantial doubt as to our ability to continue as a going concern.



F-6




IMPLANT SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Based on current sales, operating expense and cash flow projections, and the cash available from our line of credit, management believes there are plans in place to sustain operations for the next several months.  These plans depend on a substantial increase in sales of our handheld trace explosives detector product and our benchtop explosives and narcotics trade detector product.  To further sustain us, improve our cash position, and enable us to grow while reducing debt, management plans to continue to seek additional capital through private financing sources during the next twelve months.  However, there can be no assurance that management will be successful in executing these plans.  Management will continue to closely monitor and attempt to control our costs and actively seek needed capital through sales of our products, equity infusions, government grants and awards, strategic alliances, and through our lending institutions.

We have suffered recurring losses from operations.  Our consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

There can be no assurances that our forecasted results will be achieved or that we will be able to raise additional capital necessary to operate our business.  These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

We have experienced a decrease in revenue for the year ended June 30, 2012 as compared with the comparable prior year period, due to decreased unit sales of our trace explosives products. Security product sales tend to have a long sales cycle, and are often subject to export controls.  In an effort to identify new opportunities and stimulate sales, we have hired additional sales personnel in the fourth quarter of fiscal 2012 who have specific industry experience. However, there can be no assurance that these efforts will increase revenue.  

We have a history of being active in submitting proposals for government sponsored grants and contracts and successful in being awarded grants and contracts from government agencies. However, we have experienced a decline in government contract revenue during  the year ended June 30, 2012 and have recorded no revenues from government contracts, due to the expiration of several contracts and our inability to secure new contracts.  Management will continue to pursue these grants and contracts to support our research and development efforts primarily in the areas of trace explosives detection.

On December 10, 2008, we entered into a note and warrant purchase agreement with DMRJ pursuant to which we issued a senior secured convertible promissory note in the principal amount of $5,600,000 and a warrant to purchase 1,000,000 shares of our common stock.  We have entered into a series of amendments, waivers and modifications with DMRJ.  On September 5, 2012, we amended our credit agreements with DMRJ (see Note 14) pursuant to which we extended the maturity date of all of our indebtedness from September 30, 2012 to March 31, 2013 and issued to DMRJ a second senior secured convertible promissory note dated September 5, 2012, in the aggregate principal amount of $12,000,000. This note is convertible in whole or in part, at DMRJ’s option, into shares of Series H Convertible Preferred Stock (“Series H Preferred Stock”) at an initial conversion rate of $1,000 per share.

For the year ended June 30, 2011 we recorded a non-cash charge of $160,000 in our consolidated statement of operations, to record the change in fair value of the warrant derivative liability and $7,159,000 to record the fair value of the note conversion option liability (see Notes 15 and 16). We recorded recurring non-cash adjustments to earnings through April 7, 2011, as a result of changes in fair value of the warrant and the note conversion option.  As of that date, the conversion and exercise price of the senior secured convertible promissory note and the amended and restated warrant were fixed at $0.08 per share and subsequent changes in fair value were no longer required to be recorded in our consolidated statement of operations.  As of that date, the note conversion feature and warrant were no longer subject to adjustment and were no longer required to be recorded as a separate liability under ASC 815-40.  On April 7, 2011, we reclassified the note conversion liability and the warrant derivative liability, $17,845,000 and $438,000, respectively, to stockholders’ deficit.



F-7




IMPLANT SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Our ability to comply with our debt covenants in the future depends on our ability to generate sufficient sales and to control expenses, and will require that we seek additional capital through private financing sources.  There can be no assurances that we will achieve our forecasted financial results or that we will be able to raise additional capital to operate our business.  Any such failure would have a material adverse impact on our liquidity and financial condition and could force us to curtail or discontinue operations entirely.  Further, upon the occurrence of an event of default under certain provisions of our agreements with DMRJ, we could be required to pay default rate interest equal to the lesser of 2.5% per month and the maximum applicable legal rate per annum on the outstanding principal balance outstanding. The failure to refinance or otherwise negotiate further extensions of our obligations to DMRJ would have a material adverse impact on our liquidity and financial condition and could force us to curtail or discontinue operations entirely and/or file for protection under bankruptcy laws.

We are currently expending significant resources to develop the next generation of our current products and to develop new products.  We will require additional funding in order to continue the advancement of the commercial development and manufacturing of the explosives detection system.  We will attempt to obtain such financing by: (i) government grants, (ii) private financing, or (iii) strategic partnerships.  However, there can be no assurance that we will be successful in our attempts to raise such additional financing.

We will require substantial funds for further research and development, regulatory approvals, and the marketing of our explosives detection products.  Our capital requirements depend on numerous factors, including but not limited to the progress of our research and development programs; the cost of filing, prosecuting, defending and enforcing any intellectual property rights; competing technological and market developments; changes in our development of commercialization activities and arrangements; and the hiring of additional personnel, and acquiring capital equipment. Our failure to achieve our projections and/or obtain sufficient additional capital on acceptable terms would have a material adverse effect on our liquidity and operations and could require us to file for protection under bankruptcy laws.

As of September 25, 2012, our obligation to DMRJ under the senior secured convertible promissory note, the senior secured promissory note, the second senior secured convertible promissory note and under the line of credit approximated $3,184,000, $1,000,000, $12,000,000 and $17,245,000, respectively. Further, as of September 25, 2012, our obligation to DMRJ for accrued interest under the senior secured convertible promissory note, the senior secured promissory note, the second senior secured convertible promissory note and line of credit approximated $3,146,000.

2.

Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements include our operations in Massachusetts and California and those of our wholly-owned subsidiaries. All intercompany transactions and accounts have been eliminated in consolidation.

Accounting Principles

The consolidated financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles.

Use of Accounting Estimates

The preparation of these 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  Some of the more significant estimates include allowance for doubtful accounts, allowance for sales returns, inventory valuation, warranty reserves, accounting for derivatives, and impairment of goodwill, intangibles and long-lived assets.  Management's estimates are based on the facts and circumstances available at the time estimates are made, past historical experience, risk of loss, general economic conditions and trends and management's assessments of the probable future outcome of these matters.  Consequently, actual results could differ from such estimates.



F-8




IMPLANT SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Cash and Cash Equivalents

We consider any securities with original maturities of 90 days or less at the time of investment to be cash equivalents.

Fair Value Measurements

Accounting Standards Codification (“ASC”) ASC 820, “Fair Value Measurements and Disclosures” establishes a three level fair value hierarchy to classify the inputs used in measuring fair value, which are as follows:

Level 1 inputs to the valuation methodology are based on quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 inputs to the valuation methodology are based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and

Level 3 inputs to the valuation methodology are based on unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability.

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.  

Fair Value of Financial Instruments

Our financial instruments at June 30, 2012 and 2011 include cash equivalents, restricted cash, accounts receivable, note receivable, accounts payable and borrowings under our senior secured convertible promissory note, senior secured promissory note and a revolving line of credit. The carrying amounts of cash and cash equivalents, restricted cash, receivables and accounts payable are representative of their respective fair values because of the short-term maturities or expected settlement dates of these instruments. The fair value of debt, included in Note 14, is based on the fair value of similar instruments.  These instruments are short-term in nature and there is no known trading market for our debt.

The following table provides the fair value measurements of assets and liabilities as of June 30, 2012:

 

 

 

 

 

Fair Value Measurements as of June 30, 2012

Description (In thousands)

 

 

Carrying

Value at

June 30, 2012

 

 

Quoted Prices in Active Markets for Identical Asset

Level 1

 

 

Significant Other Observable Inputs

Level 2

 

 

Significant Unobservable Inputs

Level 3

Certificates of deposit

 

$

1,562

 

$

1,562

 

$

-   

 

$

-   

Senior secured convertible promissory note

 

 

3,600

 

 

-   

 

 

-   

 

 

3,600

Senior secured promissory note

 

 

1,000

 

 

-   

 

 

-   

 

 

1,000




F-9




IMPLANT SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The following table provides the fair value measurements of assets and liabilities as of June 30, 2011:

 

 

 

 

 

Fair Value Measurements as of June 30, 2011

Description

(In thousands)

 

 

Carrying

Value at

June 30, 2011

 

 

Quoted Prices in Active Markets for Identical Asset

Level 1

 

 

Significant Other Observable Inputs

Level 2

 

 

Significant Unobservable Inputs

Level 3

Certificates of deposit

 

$

1,562

 

$

1,562

 

$

-   

 

$

-   

Senior secured convertible promissory note

 

 

3,600

 

 

-   

 

 

-   

 

 

3,600

Senior secured promissory note

 

 

1,000

 

 

-   

 

 

-   

 

 

1,000


The following table summarizes the changes in the fair value of our Level 3 financial liabilities that are measured at fair value for each reporting period:

 

 

For the Year Ended June 30, 2011

 

(In thousands)

 

Note Conversion Option Liability

 

 

Warrant Derivative Liability

 

Balance at beginning of fiscal period

 

$

10,686

 

 

$

278

 

Net change in fair value of financial instrument

 

 

7,159

 

 

 

160

 

Reclass to stockholders' deficit

 

 

(17,845

)

 

 

(438

)

Balance at end of fiscal period

 

$

-   

 

 

$

-   

 

 

The fair value of the warrant and note conversion liabilities was determined using a binomial option pricing model.  See Notes 15 and 16 for the assumptions used in calculating the fair values. 
 

 

Note Conversion Option Liability

 

Three Months Ended

 

September 30,

2010

 

December 31,

2010

 

March 31,

2011

 

April 7,

2011

Dividend yield

0.00%

 

0.00%

 

0.00%

 

0.00%

Expected volatility

161.00%

 

165.10%

 

161.00%

 

161.00%

Risk-free interest rate

0.19%

 

0.14%

 

0.16%

 

0.16%

Expected life (years)

0.50

 

0.25

 

0.50

 

0.48

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warrant Derivative Liability

 

Three Months Ended

 

September 30,

2010

 

December 31,

2010

 

March 31,

2011

 

April 7,

2011

Dividend yield

0.00%

 

0.00%

 

0.00%

 

0.00%

Expected volatility

161.00%

 

165.10%

 

161.00%

 

161.00%

Risk-free interest rate

0.74%

 

0.99%

 

1.17%

 

1.17%

Expected life (years)

3.19

 

2.94

 

2.69

 

2.69





F-10




IMPLANT SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


In April 2011, we amended our credit facility with DMRJ and reclassified the note conversion liability and the warrant derivative liability, $17,845,000 and $438,000, respectively, to stockholders’ deficit. As amended, the conversion price of the senior secured convertible promissory note and warrant to purchase shares of our common stock were both fixed at $0.08 per share. As of that date, the note conversion feature and warrant were no longer subject to adjustment and were no longer required to be recorded as a separate liability under ASC 815-40-15 “Derivatives and Hedging”. For the year ended June 30, 2012, changes in fair value were no longer required to be recorded in our consolidated statements of operations.   

Inventories

Inventories consist of raw materials, work-in-process and finished goods. Work-in-process and finished goods includes labor and overhead, and are stated at the lower of cost (first in, first out) or market.

Property and Equipment

Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, ranging from three to seven years.  Equipment purchased under capital leases and leasehold improvements are amortized based upon the lesser of the term of the lease or the useful life of the asset and such expense is included in depreciation expense.  Expenditures for repairs and maintenance are charged to expense as incurred.

Warranty Costs

We accrue warranty costs in the period the related revenue is recognized and adjust the reserve balance as needed to address potential future liabilities.

Income Taxes

The liability method is used to account for income taxes. Deferred tax assets and liabilities are determined based on differences between the financial reporting and income tax bases of assets and liabilities as well as net operating loss and tax credit carry forwards and are measured using the enacted tax rates and laws that will be in effect when the differences reverse. Deferred tax assets may be reduced by a valuation allowance to reflect the uncertainty associated with their ultimate realization.

Patent Costs

As of June 30, 2012, there were thirteen active patents issued.  We expense legal costs and fees associated with patent applications and patent maintenance as incurred.

Goodwill, Intangible Assets and Impairment of Long-Lived Assets

We evaluate goodwill and finite-lived intangible assets for impairment as events and circumstances indicate that the carrying amount may not be recoverable and at a minimum at each balance sheet date in accordance with Accounting Standards Codification (“ASC”) ASC 350 “Intangibles – Goodwill and Other.” Long-lived assets, which includes property and equipment are evaluated for impairment as events and circumstances indicated that the carrying amount may not be recoverable and at a minimum at each balance sheet date in accordance with Accounting Standards Codification ASC 360 “Property, Plant and Equipment.”  We evaluate the realizability of our long-lived assets based on profitability and undiscounted cash flow expectations for the related asset or subsidiary.  

In assessing the recoverability of goodwill, we must make assumptions in determining the fair value of the asset by estimating future cash flows and considering other factors, including any significant changes in the manner or use of the assets or negative industry reports or economic conditions.  

ASC 350 requires that goodwill and intangible assets with indefinite lives be measured for impairment at least annually or whenever events indicate that there may be an impairment. In order to determine if an impairment exists, management continually compares the reporting unit’s carrying value to the reporting unit’s fair value. We recognize an impairment of a long-lived asset if the carrying value of the long-lived asset is not recoverable from its estimated  future cash flows. We measure an impairment loss as the difference between the carrying amount of the asset and its estimated fair value.  



F-11




IMPLANT SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Concentration of Credit Risk and Major Customers

Financial instruments that potentially subject us to concentration of credit risk consist of trade receivables.

We grant credit to our customers, primarily large corporations, foreign governments and the U.S. government.  We perform periodic evaluations of customer’s payment history and generally do not require collateral.  Receivables are generally due within thirty days.  Credit losses have historically been minimal, which is consistent with our expectations.  Allowances are provided for estimated amounts of accounts receivable which may not be collected.

As of June 30, 2012, we had three irrevocable standby letters of credit outstanding in the approximate amount of $1,488,000.  These letters of credit (1) provide performance security equal to 5% of the amount of our contract with the India Ministry of Defence; (2) provide warranty performance security equal to 5% of the contract amount; and (3) provide security equal to 15% of the contract amount against an advance deposit under the terms of the contract.  We have amended each of the letters of credit, extending the expiration dates. As amended, the letters of credit expire between August 2, 2013 and May 4, 2015.

We have no other significant off-balance sheet risk such as foreign-exchange contracts, option contracts or other foreign hedging arrangements.

We place our cash with financial institutions which we believe are of high credit quality.

Our revenues are derived from both domestic and international sales.  During the fiscal year ended June 30, 2012 and 2011, foreign sales represented 95% and 98%, respectively, of our revenue.  During the year ended June 30, 2012, we had revenues from two customers representing 33% and 12%, respectively, of total revenues for the year.  During the year ended June 30, 2011, we had revenues from two customers representing 62% and 10%, respectively, of total revenues. During the fiscal years ended June 30, 2012 and 2011, one customer from China represented 12% and 62%, respectively, of our revenue and one customer from Iraq represented approximately 33% of our revenue for the fiscal year ended June 30, 2012.

At June 30, 2012, one customer accounted for approximately $96,000 of accounts receivable, or 62% of accounts receivable outstanding as of that date.  At June 30, 2011 three customers accounted for approximately $565,000 of accounts receivable, or 89% of accounts receivable outstanding as of that date. We rely on a single contract manufacturer to provide manufacturing services for our handheld explosives detection product.  If these services become unavailable, we would be required to identify and enter into an agreement with a new contract manufacturer or take the manufacturing in-house.  From time to time in fiscal 2012, this manufacturer has limited the number of detectors it would manufacture due to our inability to pay for the detectors on a timely basis.  In addition, this manufacturer has required that we prepay for materials and component parts in advance of procurement. The refusal to manufacture detectors for a substantial period, or the loss of our contract manufacturer altogether, could significantly disrupt production as well as increase the cost of production, thereby increasing the prices of our products.  These changes could have a material adverse effect on our business and results of operations.

Stock-Based Compensation

For the fiscal years ended June 30, 2012 and 2011, we recorded stock-based compensation expense for options that vested of approximately $257,000 and $169,000, respectively, as follows:

 

 

Years Ended June 30,

 

 

 

2012

 

 

2011

Cost of revenues

 

$

15

 

$

10

Research and development

 

 

90

 

 

39

Selling, general and administrative

 

 

152

 

 

120

Total

 

$

257

 

$

169


As of June 30, 2012, the Company has approximately $706,000 of unrecognized compensation cost related to stock options that is expected to be recognized as expense over a weighted average period of 2.4 years.



F-12




IMPLANT SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The valuation of employee stock options is an inherently subjective process, since market values are generally not available for long-term, non-transferable employee stock options.  Accordingly, an option pricing model is utilized to derive an estimated fair value.  The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable.  In calculating the estimated fair value of our stock options we use the Black-Scholes pricing model, which requires the consideration of the following six variables for purposes of estimating fair value:

·

the stock option exercise price;

·

the expected term of the option;

·

the grant price of the our common stock, which is issuable upon exercise of the option;

·

the expected volatility of our common stock;

·

the expected dividends on our common stock; and

·

the risk free interest rate for the expected option term.

The fair value of each option granted during fiscal years 2012 and 2011 is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

 

 

Stock Option Plans

 

 

Years Ended June 30,

 

 

2012

 

2011

Dividend yield

 

0.0%

 

0.0%

Expected volatility

 

148% - 150%

 

160% - 167%

Range of risk-free interest rate

 

0.35% - 0.68%

 

0.67% - 1.28%

Expected life (years)

 

3.0 years

 

3.0 years

Forfeiture rate

 

10.0%

 

10.0%


Stock Option Exercise Price and Grant Date Price of Common Stock.  The closing market price of our common stock on the date of grant.

Expected Term.  The expected term of options granted is calculated using our historical option exercise transactions and reflects the period of time that options granted are expected to be outstanding.

Expected Volatility.  The expected volatility is a measure of the amount by which our stock price is expected to fluctuate during the expected term of options granted.  We determine the expected volatility solely based upon the historical volatility of our common stock over a period commensurate with the option’s expected term.  We do not believe that the future volatility of our common stock over an option’s expected term is likely to differ significantly from the past.

Expected Dividends.  We have never declared or paid any cash dividends on any of our capital stock and do not expect to do so in the foreseeable future.  Accordingly, we use an expected dividend yield of zero to calculate the grant-date fair value of a stock option.

Risk-Free Interest Rate.  The risk-free interest rate is the implied yield available on U.S. Treasury zero-coupon issues with a remaining term equal to the option’s expected term on the grant date.

We were also required to estimate the level of award forfeitures expected to occur and record compensation expense only for those awards that are ultimately expected to vest.  This requirement applies to all awards that are not yet vested.  We have determined, based on actual forfeitures, that our forfeiture rate is approximately 10%. We revisit this assumption periodically and as changes in the composition of our option pool dictate.

Changes in the inputs and assumptions as described above can materially affect the measure of estimated fair value of share-based compensation.  We anticipate the amount of stock-based compensation will increase in the future as additional options are granted.



F-13




IMPLANT SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Revenue Recognition

We recognize revenue when there is persuasive evidence of an arrangement with the customer which states a fixed or determinable price and terms, delivery of the product has occurred or the service has been performed in accordance with the terms of the sale, and collectibility of the related receivable is reasonably assured. We provide for estimated returns at the time of shipment based on historical data. Shipping costs charged to the customer are included in revenues and are not significant.

Contract revenue under fixed price and cost-plus agreements with the Department of Defense and the Department of Homeland Security are recognized as eligible research and development expenses are incurred. Our obligation with respect to these agreements is to perform the research on a best-efforts basis.

Deferred revenues are recorded when we receive payments for product or services for which we have not yet completed our obligation to deliver product or have not completed services required by contractual agreements.

Accounts Receivable

Contract revenue under cost sharing research and development agreements is recognized as eligible expenses are incurred. Invoicing of research and development contracts occurs in accordance with the terms of the contract. Revenue recognized but unbilled is recorded as unbilled accounts receivable.  At June 30, 2012 and 2011, there were no unbilled accounts receivable. Generally, there are no prerequisites necessary to invoice.

Research and Development Costs

All costs of research and development activities are expensed as incurred. We perform research and development for ourselves and under contracts with others, primarily the U.S. government. In addition, periodically, we may continue our research on such projects at our own expense. These costs are considered Company-funded research and development.

We spent approximately $3,180,000 and $2,719,000 on internally funded research and development in the fiscal years ended June 30, 2012 and 2011, respectively.

Software Development Costs

The development costs of new software and substantial enhancements to existing software are expensed as incurred until technological feasibility has been established, at which time any additional costs are capitalized.  We believe technological feasibility has been established at the time at which a working model of the software has been completed. Costs eligible for capitalization have been immaterial.

Advertising Costs

Advertising costs are expensed when incurred and are included in selling, general and administrative expense.  Advertising costs were immaterial for the years ended June 30, 2012 and 2011.

Shipping and Handling

We account for shipping and handling cost within our cost of revenues.



F-14




IMPLANT SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Warrant Derivative Liability

Accounting Standards Codification (“ASC”) 815-40-15 “Derivatives and Hedging”, requires freestanding contracts that are settled in our own stock, including common stock warrants to be designated as an equity instrument, asset or liability. Under the provisions of ASC 815-40-15, a contract designated as an asset or a liability must be carried at fair value until exercised or expired, with any changes in fair value recorded in the results of operations. In our December 10, 2008 financing transaction with DMRJ, we issued a warrant to purchase 1,000,000 shares of our common stock. The warrant contained reset provisions, in the event that we issue additional shares of common stock (or securities convertible into or exercisable for additional shares of common stock) at a price below the exercise price, the warrant was automatically adjusted to equal the price per share at which such shares were issued or deemed to be issued. The warrant derivative liability was initially and subsequently measured at fair value with changes in fair value recorded in earnings in each reporting period. For the year ended June 30, 2011 we recorded a non-cash charge of $160,000 in our consolidated statement of operations to record the change in fair value of the warrant derivative liability. Fair value was estimated using a binomial option pricing model, which included variables such as the expected volatility of our share price, interest rates, and dividend yields. These variables were projected based on our historical data, experience, and other factors. Changes in any of these variables could result in material adjustments to the expense/income recognized for changes in the valuation of the warrant derivative liability. On April 7, 2011, we entered into an omnibus fifth amendment to the credit agreement and seventh amendment to the note and warrant purchase agreement. As amended on April 7, 2011, the conversion price of the warrant was fixed at $0.08 per share and subsequent changes in fair value were no longer required to be recorded in our consolidated statements of operations.  As of that date, the warrant was no longer subject to adjustment and was no longer required to be recorded as a separate liability under ASC 815-40-15. On April 7, 2011, we reclassified the warrant derivative liability of $438,000 to stockholders’ deficit.

Note Conversion Option Liability

ASC 815-40-15 requires issuers to record, as liabilities, financial instruments that provide for reset provisions as an adjustment mechanism to the relevant exercise or conversion price, since they are not deemed to be indexed to our common stock. Under the provisions of ASC 815-40-15, a contract designated as an asset or a liability must be carried at fair value until exercised or expired, with any changes in fair value recorded in the results of operations. In our December 10, 2008 financing transaction with DMRJ, we issued a senior secured promissory note in the principal amount of $5,600,000. The promissory note contained reset provisions, in the event that we issued additional shares of common stock (or securities convertible into or exercisable for additional shares of common stock) at a price below the note conversion price, the conversion price would be automatically adjusted to equal the price per share at which such shares were issued or deemed to be issued. The conversion option liability was initially and subsequently measured at fair value with changes in fair value recorded in earnings in each reporting period. For the year ended June 30, 2011 we recorded a non-cash charge of $7,159,000 in our consolidated statement of operations to record the change in fair value of the note conversion option liability. Fair value was estimated using a binomial option pricing model, which included variables such as the expected volatility of our share price, interest rates, and dividend yields. These variables were projected based on our historical data, experience, and other factors. Changes in any of these variables resulted in material adjustments to the expense/income recognized for changes in the valuation of the note conversion liability. On April 7, 2011, we entered into an omnibus fifth amendment to the credit agreement and seventh amendment to the note and warrant purchase agreement. As amended on April 7, 2011, the conversion price of the senior secured convertible promissory note was fixed at $0.08 per share and subsequent changes in fair value were no longer required to be recorded in our consolidated statements of operations. As of that date, the note conversion feature was no longer subject to adjustment and was no longer required to be recorded as a separate liability under ASC 815-40-15. On April 7, 2011, we reclassified the note conversion liability of $17,845,000 to stockholders’ deficit.



F-15




IMPLANT SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Series F Convertible Preferred Stock

On July 1, 2009, we also issued 871,763 shares of our Series F Convertible Preferred Stock to DMRJ, and agreed that, if we were unable to obtain net proceeds of at least $3,000,000 from the issuance of debt and/or equity securities by August 31, 2009, we would issue 774,900 additional shares of Series F Preferred Stock to DMRJ. DMRJ later extended this deadline until October 1, 2009. We did not satisfy this requirement and, on October 1, 2009, we issued such additional shares to DMRJ.  In accordance with Accounting Standards Codification (“ASC”) 470-20 “Debt”, a conversion feature is beneficial, or “in the money,” when the conversion rate of the convertible security is below the market price of the underlying common stock. The beneficial conversion feature is treated as a deemed dividend to the preferred shareholders. On July 1, 2009 and August 31, 2009, the commitment dates for the Series F Convertible Preferred Stock issuances, the fair value of our common stock was $0.10. The initial conversion price of the Series F Convertible Preferred Stock was $0.08 per share.  As of July 1, 2009 and August 31, 2009, the beneficial conversion feature on the Series F Convertible Preferred Stock aggregated to $329,000 and was accounted for as a deemed dividend.  Simultaneous with the issue of our Series G Preferred Stock on April 7, 2011, the Series F Preferred Stock was cancelled.

Series G Convertible Preferred Stock

On April 7, 2011, we issued 164,667 shares of our Series G Preferred Stock to DMRJ in exchange for 1,646,663 shares of our Series F Preferred Stock. The terms of the Series G Preferred Stock are identical with the terms of the Series F Preferred Stock, except that the Series G Preferred Stock does not contain the reset antidilution provision. The Series G Preferred Stock is convertible into that number of shares of common stock which equals the original issue price of the Series G Preferred Stock ($0.08 per share) divided by the “Series G Conversion Price.” All of the 164,667 shares of Series G Preferred Stock held by DMRJ were convertible into 16,466,700 shares of common stock, or 25% of our common stock, calculated on a fully diluted basis.  We have concluded that the April 7, 2011 amendment to the DMRJ credit facility was a debt modification, not an extinguishment, and have not recognized a gain or loss on this transaction in our statements of operations.  Further, we did not recognize a beneficial conversion feature on the Series G Preferred Stock or reassess an existing beneficial conversion feature as a result of this amendment.

Basic and Diluted Earnings Per Share

Basic earnings per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per share are based upon the weighted average number of common shares outstanding during the period plus additional weighted average common equivalent shares outstanding during the period. Common equivalent shares result from the assumed exercise of outstanding stock options and warrants, the proceeds of which are then assumed to have been used to repurchase outstanding common stock using the treasury stock method and assumed conversion of certain convertible promissory notes and convertible preferred stock. In addition, the numerator is adjusted for any changes in income or loss that would result from the assumed conversion of potential shares. As of June 30, 2012 and 2011, potentially dilutive shares would have been excluded from the earnings per share calculation, because their effect would be antidilutive. Shares deemed to be antidilutive include stock options, warrants, convertible debt and convertible preferred stock.

 

 

For the Years Ended June 30,

 

(In thousands except share and per share amounts)

 

 

2012

 

 

 

2011

 

Basic income (loss) per share:

 

 

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

 

 

Net loss

 

$

(14,636

)

 

$

(15,554

)

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

Weighted average shares

 

 

34,242,719

 

 

 

27,731,343

 

 

 

 

 

 

 

 

 

 

Basic loss per share

 

$

(0.43

)

 

$

(0.56

)



F-16




IMPLANT SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Diluted loss per share:

 

 

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

 

 

Net loss

 

$

(14,636

)

 

$

(15,554

)

Add:  Interest expense on convertible debt

 

 

-   

 

 

 

-   

 

 

 

$

(14,636

)

 

$

(15,554

)

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

Weighted average shares

 

 

34,242,719

 

 

 

27,731,343

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

Stock options

 

 

-   

 

 

 

-   

 

Warrants

 

 

-   

 

 

 

-   

 

Convertible debt

 

 

-   

 

 

 

-   

 

Convertible preferred stock

 

 

-   

 

 

 

-   

 

 

 

 

-

 

 

 

-

 

Weighted average shares and equivalents

 

 

34,242,719

 

 

 

27,731,343

 

 

 

 

 

 

 

 

 

 

Diluted loss per share

 

$

(0.43

)

 

$

(0.56

)


Common stock equivalents excluded from the earnings per share calculation for the years ended June 30, 2012 and 2011 were as follows:

 

 

For the Years Ended June 30,

 

 

2012

 

2011

Common stock equivalents excluded:

 

 

 

 

Stock options

 

2,543,376

 

2,210,387

Warrants

 

1,102,776

 

1,006,304

Convertible debt

 

40,300,000

 

47,465,385

Convertible preferred stock

 

16,466,700

 

16,466,700

 

 

60,412,852

 

67,148,776


Recent Accounting Pronouncements

In May 2011, the FASB issued Accounting Standards Update 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS” (“ASU 2011-04”). The adoption of ASU 2011-04 gives fair value the same meaning between U.S. generally accepted accounting principles (“U.S. GAAP”) and International Financial Reporting Standards (“IFRS”), and improves consistency of disclosures relating to fair value. The provisions of ASU 2011-04 will be effective for fiscal years and interim periods beginning after December 15, 2011 and can be applied prospectively. However, changes in valuation techniques shall be treated as changes in accounting estimates.  The adoption of this update is not expected to have a material effect on our consolidated financial position and results of operations.



F-17




IMPLANT SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


3.

Restricted Cash and Investments – Current and Long-Term

As of both June 30, 2012 and June 30, 2011, we had restricted cash and investments, with maturities of less than one year, of $1,274,000 and $1,275,000, respectively, and restricted investments with maturities of more than one year, of $312,000.  Restricted cash and investments consisted of the following:

 

 

June 30,

(In thousands)

 

 

2012

 

 

2011

Current assets

 

 

 

 

 

 

Certificates of deposit

 

$

1,250

 

$

1,250

Blocked account deposit

 

 

24

 

 

25

 

 

$

1,274

 

$

1,275

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term assets

 

 

 

 

 

 

Certificates of deposit

 

$

312

 

$

312

 

 

$

312

 

$

312

In September 2010, we entered into a supplementary agreement with China Civil Aviation Technology & Equipment Corporation Limited, known as AVITEC, effective as of February 2010, to extend the warranty period for the security products sold in July 2008 through August 2011.  To guarantee our performance under the supplementary warranty bond, and in view of the fact that we were not able to negotiate an extension to the existing letter of credit, AVITEC claimed compensation and drew against the letter of credit in July 2010, resulting in the transfer of $418,000 of funds held in the money market account to AVITEC. AVITEC agreed to transfer $418,000 to us, less nominal bank fees, upon expiration of the warranty bond in August 2011. The remaining funds held in the money market account, $21,000, were transferred to our operating account in July 2010.  As of June 30, 2011, the funds retained by AVITEC were included in our accounts receivable. In February 2012, AVITEC transferred the funds which had been retained to guarantee the supplementary warranty bond.

On September 4, 2009, we entered into an additional credit agreement with DMRJ. In connection with the credit agreement, we agreed to cause all of our receivables and collections to be deposited in a bank deposit account pledged to DMRJ pursuant to a blocked account agreement. All funds deposited in the blocked collections account will be applied towards the repayment of our obligations to DMRJ under the revolving note. Until the note and all of our obligations thereunder have been paid and satisfied in full, we will have no right to access or make withdrawals from the blocked account without DMRJ’s consent.   As of June 30, 2012 and 2011, the balance in the blocked collections account was $24,000 and $25,000, respectively.  

The restricted investments of $1,562,000 held in certificates of deposit collateralize our performance under three irrevocable letters of credit issued in April 2010, aggregating to $1,488,000, in connection with our contract with the India Ministry of Defense, plus the bank required collateralization deposit of $74,000.  These letters of credit (1) provide performance security equal to 5% of the amount of our contract with the India Ministry of Defence; (2) provide warranty performance security equal to 5% of the contract amount; and (3) provide security equal to 15% of the contract amount against an advance deposit under the terms of the contract.  We have amended each of the letters of credit, extending the expiration dates. As amended, the letters of credit expire between August 2, 2013 and May 4, 2015.



F-18




IMPLANT SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


4.

Inventories, net

We value our inventories at lower of cost or market.  Cost is determined by the first-in, first-out (FIFO) method, including material, labor and factory overhead.  The components of inventories, net of reserves, consist of the following:

 

 

June 30,

(In thousands)

 

 

2012

 

 

2011

Raw materials

 

$

1,363

 

$

705

Work in progress

 

 

280

 

 

122

Finished goods

 

 

1,550

 

 

1,040

Total inventories

 

$

3,193

 

$

1,867

As of June 30, 2012 and 2011, our reserves for excess and slow-moving inventories were $40,000 and $56,000, respectively.

5.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:

 

 

June 30,

(In thousands)

 

 

2012

 

 

2011

Inventory

 

$

450

 

$

793

Insurance

 

 

56

 

 

101

Bank fees

 

 

35

 

 

63

Property and equipment

 

 

-

 

 

23

Other prepaid expenses

 

 

268

 

 

161

 

 

$

809

 

$

1,141

6.

Property, Plant and Equipment, net

Property and equipment consist of the following:

 

 

June 30,

(In thousands)

 

 

2012

 

 

2011

Machinery and equipment

 

$

493

 

$

386

Computers and software

 

 

409

 

 

389

Furniture and fixtures

 

 

12

 

 

9

Leasehold improvements

 

 

98

 

 

77

Equipment under capital lease

 

 

62

 

 

62

 

 

 

1,074

 

 

923

Less: accumulated depreciation and amortization

 

 

854

 

 

794

 

 

$

220

 

$

129

Depreciation expense for the fiscal years ended June 30, 2012 and 2011 was approximately $72,000 and $91,000, respectively.



F-19




IMPLANT SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


7.

Accrued Expenses

Accrued expenses consist of the following:

 

 

June 30,

(In thousands)

 

 

2012

 

 

2011

Accrued compensation and benefits

 

$

1,224

 

$

855

Accrued taxes

 

 

1

 

 

376

Accrued legal and accounting

 

 

230

 

 

181

Accrued interest

 

 

2,571

 

 

1,393

Accrued warranty costs

 

 

118

 

 

226

Other accrued liabilities

 

 

216

 

 

218

 

 

$

4,360

 

$

3,249

Accrued taxes as of June 30, 2011, includes our accrual of $270,000 for sales and use tax, penalties and interest incurred as a result of an audit by California’s Board of Equalization on the sale of substantially all of the assets of Accurel Systems International Corporation in May 2007.  We appealed the Board of Equalization’s determination and in July 2011, the Board’s Appeals Division reduced the assessment of sales and use tax and interest to approximately $270,000, which has been reclassified to accounts payable.

In March 2012, we negotiated payment terms with the California Board of Equalization, providing for 36 equal monthly payments of $8,100 to retire the sales and use tax and interest obligation owed to the State of California.

8.

Income Taxes

We are required to file federal and state income tax returns in the United States.  The preparation of these tax returns requires us to interpret the applicable tax laws and regulations in effect in such jurisdictions, which could affect the amount of tax paid by us. In consultation with our tax advisors, we base our tax returns on interpretations that are believed to be reasonable under the circumstances. The tax returns, however, are subject to routine reviews by the various federal and state taxing authorities in the jurisdictions in which we file tax returns. As part of these reviews, a taxing authority may disagree with respect to the income tax positions taken by us (“uncertain tax positions”) and, therefore, may require us to pay additional taxes. As required under applicable accounting rules, we accrue an amount for our estimate of additional income tax liability, including interest and penalties, which we could incur as a result of the ultimate or effective resolution of the uncertain tax positions. We account for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.  A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized.

We account for uncertain income tax positions by accruing for the estimated additional amount of taxes for the uncertain tax positions when the uncertain tax position does not meet the more likely than not standard for sustaining the position. We review and update our accrual as more definitive information becomes available from taxing authorities, upon completion of tax audits, upon expiration of statutes of limitation, or upon occurrence of other events.  This requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions. The benefits of uncertain tax positions are recorded in our consolidated financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from tax authorities. When facts and circumstances change, we reassess these probabilities and record any changes in the consolidated financial statements as appropriate.



F-20




IMPLANT SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Reconciliation between our effective tax rate and the United States statutory rate is as follows:

 

 

For the Years Ended June 30,

 

 

 

2012

 

 

2011

Expected federal tax rate

 

 

-34.0%

 

 

-34.0%

State income taxes, net of federal tax benefit

 

 

-2.5%

 

 

-1.7%

Non-deductible expenses

 

 

1.6%

 

 

16.5%

Credits and other, net

 

 

-0.9%

 

 

-0.6%

Changes in valuation allowance

 

 

35.8%

 

 

19.8%

Effective tax rate

 

 

0.0%

 

 

0.0%


Deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the tax basis of the assets and liabilities using the enacted tax rate in effect in the years in which the differences are expected to reverse.  A valuation allowance has been recorded against the deferred tax asset as it is more likely than not, based upon our analysis of all available evidence, that the tax benefit of the deferred tax asset will not be realized.

Significant components of our deferred tax assets and deferred tax liabilities as of June 30, 2012 and 2011 consists of the following:

 

 

June 30,

 

(In thousands)

 

 

2012

 

 

 

2011

 

Deferred tax assets:

 

 

 

 

 

 

 

 

Net operating loss and tax credit carryforwards

 

$

24,229

 

 

$

19,331

 

Accrued expenses deductible when paid

 

 

690

 

 

 

469

 

Stock-based compensation

 

 

230

 

 

 

242

 

Financial statement over tax amortization

 

 

18

 

 

 

25

 

Financial statement over tax depreciation

 

 

2

 

 

 

6

 

Net deferred tax assets – discontinued operations

 

 

61

 

 

 

63

 

Deferred tax assets

 

 

25,230

 

 

 

20,136

 

Valuation allowance

 

 

(25,230

)

 

 

(20,136

)

Net deferred tax assets

 

$

-

 

 

$

-

 


A valuation allowance has been established for our tax assets as their use is dependent on the generation of sufficient future taxable income, which cannot be predicted at this time.  Included in the valuation allowance is approximately $1,439,000 related to certain operating loss carryforwards resulting from the exercise of employee stock options, the tax benefit of which, when recognized, will be accounted for as a credit to additional paid-in capital rather than a reduction in income tax.

The following table summarizes the changes in our deferred tax valuation allowance for the years ended June 30, 2012 and 2011:

 

 

 

 

 

Deferred Tax Valuation Allowance

 

 

 

 


(In thousands)

 

Balance at Beginning of Year

 

Current Year Additions

 

Expired Loss Carryforwards

 

 

Balance at End of Year

2012

 

$

20,136

 

$

5,315

 

$

(221

)

 

$

25,230

2011

 

 

17,045

 

 

3,374

 

 

(283

)

 

 

20,136




F-21




IMPLANT SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


As of June 30, 2012, the Company has the following unused net operating loss and tax credit carryforwards available to offset future federal and state taxable income, both of which expire at various times as noted below:


(In thousands)

 

Net Operating Losses

 

Investment AMT & Research Credits

 

Expiration Dates

 

Federal

 

$

59,612

 

$

937

 

2023 to 2032

 

State

 

 

47,587

 

 

655

 

2013 to 2027

 

We have recorded a full valuation allowance against our net deferred tax assets of $25,230,000 as of June 30, 2012, due to uncertainties related to our ability to utilize these assets. The valuation allowance is based on our estimates of taxable income and the period over which our deferred tax assets will be recoverable.

Potential 382 Limitation

Our net operating loss carryforwards are subject to review and possible adjustment by the Internal Revenue Service.  Our ability to utilize our net operating loss (“NOL”) and alternative minimum tax (“AMT”) and research and development credit (“R&D”) carryforwards may be substantially limited due to ownership changes that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), as well as similar state provisions.  These ownership changes may limit the amount of NOL, AMT and R&D credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively.  In general, an ownership change, as defined in Section 382 of the Code, results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50% of the outstanding stock of a company by certain stockholders or public groups.

We have not completed a study to assess whether one or more ownership changes have occurred since we became a loss corporation as defined in Section 382 of the Code, but we believe that it is likely that an ownership change has occurred.  If we have experienced an ownership change, utilization of the NOL, AMT and R&D credit carryforwards would be subject to an annual limitation, which is determined by first multiplying the value of our common stock at the time of the ownership change by the applicable long-term, tax-exempt rate, and then could be subject to additional adjustments, as required.  Any such limitation may result in the expiration of a portion of the NOL, AMT or R&D credit carryforwards before utilization.  Until a study is completed and any limitation known, no amounts are being considered as an uncertain tax position or disclosed as an unrecognized tax benefit under FIN No. 48.  Any carryforwards that expire prior to utilization as a result of such limitations will be removed from deferred tax assets with a corresponding adjustment to the valuation allowance.  Due to the existence of the valuation allowance, it is not expected that any potential limitation will have a material impact on our operating results.

From time to time we may be assessed interest or penalties by major tax jurisdictions, namely the states of Massachusetts and California.  At the adoption date and as of June 30, 2012, we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required. No interest and penalties have been recognized by the Company to date.

Tax years 2009 through 2012 are subject to examination by the federal and state taxing authorities.  There are no income tax examinations currently in process.

For the years ended June 30, 2012 and 2011, we provided for no taxes in our consolidated statement of operations as we have significant net loss carryforwards.

Our net operating loss carryforwards are subject to review and possible adjustment by the Internal Revenue Service and are subject to certain limitations in the event of cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50%.



F-22




IMPLANT SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


9.

Commitments and Contingencies

Capital and Operating Leases

We lease manufacturing, research and office space in Wilmington, Massachusetts, the lease of which expires on January 31, 2015.  Under the terms of the lease, we are responsible for our proportionate share of real estate taxes and operating expenses relating to this facility.  As a result of the Ion Metrics acquisition, we assumed a lease for research and office space in San Diego, California, which lease was renewed and expires on March 31, 2013.  Total rent expense, including assessments for maintenance and real estate taxes for the years ended June 30, 2012 and 2011, was $339,000 and $335,000, respectively.

In April 2007, in conjunction with our plans to conduct research, development and minor manufacturing work in New Mexico, we executed an operating lease which was initially to expire on May 1, 2010.  The lease allowed for early termination, which we elected in February 2008.  As a result of the early termination, we are responsible for reimbursing the landlord for certain leasehold improvements over a 24-month period.  As of June 30, 2012, the balance due is approximately $27,000 and is included in current liabilities.

Future minimum rental payments required under capital and operating leases with non-cancelable terms in excess of one year at June 30, 2012, together with the present value of net minimum lease payments, are as follows:

(In thousands)

 

 

Capital Lease Payments

 

 

 

Operating Lease Payments

 

Years ending June 30:

 

 

 

 

 

 

 

 

2013

 

$

35

 

 

$

262

 

2014

 

 

34

 

 

 

232

 

2015

 

 

3

 

 

 

138

 

2016

 

 

2

 

 

 

-

 

2017 and thereafter

 

 

-

 

 

 

-

 

 

 

 

74

 

 

$

632

 

Less: Amounts representing interest

 

 

(17

)

 

 

 

 

Present value of future minimum lease payments

 

 

57

 

 

 

 

 

Less: Current portion

 

 

(24

)

 

 

 

 

Net deferred tax assets

 

$

33

 

 

 

 

 


License Agreements

We are obligated under one license agreement, assumed in connection with the acquisition of Ion Metrics, whereby we were granted rights to use certain intellectual property for safety, security and narcotic applications, which we intend to incorporate into future security product offerings.  Future minimum royalty payments due under the license agreement are as follows:

(In thousands)

 

 

 

Years ending June 30:

 

 

 

2013

 

$

125

2014

 

 

150

2015

 

 

-

2016

 

 

-

2017 and thereafter

 

 

-

 

 

$

275

For the years ended June 30, 2012 and 2011, payments under a license agreement amounted to $100,000 and $75,000, respectively.



F-23




IMPLANT SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


10.

Financial Information by Segment

Operating segments are defined as components of an enterprise about which separate financial information is available that is regularly evaluated by the chief operating decision maker or decision making group, in determining how to allocate resources and in accessing performance.  Our chief operating decision making group is composed of the chief executive officer and members of senior management.  Based on qualitative and quantitative criteria we have determined that we operate within one reportable segment, which is the Security Products Segment.

During the fiscal years ended June 30, 2012 and 2011, foreign sales represented 95% and 98%, respectively, of our revenue.  During the year ended June 30, 2012, we had revenues from two customers representing 33% and 12%, respectively, of total revenues for the year.  During the year ended June 30, 2011, we had revenues from two customers representing 62% and 10%, respectively, of total revenues.

11.

Research and Development Arrangements

We are the recipient of several grants under the U.S. Government’s Small Business Innovative Research (SBIR) Program.  The contracts with the Department of Defense and the Department of Homeland Security are both firm-fixed price and cost-plus type programs with contract terms varying from six to twenty-four months.  For the years ended June 30, 2012 and June 30, 2011 we recorded no revenue under government contracts.  As of June 30, 2010 all of our contracts with the Department of Defense and the Department of Homeland Security have been completed and were closed.

12.

Related Party Transactions

We have entered into a fixed asset lease agreement with Ferran Scientific, Inc., a firm owned by the father of the former Ion Metrics chairman.  The lease, assumed as part of the Ion Metrics, Inc. acquisition, expires on December 31, 2013, under the terms of which we are leasing certain property and equipment, with annual lease payments of approximately $31,000 per year.

Robert Liscouski (“Mr. Liscouski”), a member of our Board of Directors, serves as a partner at Secure Strategy Group, a homeland security-focused banking and strategic advisory firm that has been retained by us to assist with our efforts to acquire additional capital.  During the years ended June 30, 2012 and 2011, this advisory firm was paid $105,000 and $174,000, respectively.  We also issued 500,000 shares of common stock to this advisory firm in fiscal 2010.  As of June 30, 2012, our obligation to the advisory firm was $83,000. In April 2011, we entered into an advisory and consulting agreement with Mr. Liscouski to assist our U.S. government sales and marketing team with our efforts to advance our interests with the U.S. government.  During the years ended June 30, 2012 and 2011, Mr. Liscouski was paid $195,000 and $63,000, respectively.  As of June 30, 2012, we had no obligation to Mr. Liscouski.

On June 4, 2009, Michael Turmelle (“Mr. Turmelle”), a member of the Board of Directors of the Company loaned $100,000 to us (see Note 13).

13.

Notes Payable

In June 2009, Mr. Turmelle, a member of our Board of Directors, loaned $100,000 to us.  The loan bears interest at 10% and is unsecured.  In November 2009, we issued a convertible promissory note to Mr. Turmelle in consideration of that loan. The principal amount of the loan was convertible in whole or in part at the option of Mr. Turmelle into shares of our common stock at a conversion price of $0.08 per share. In July 2010, Mr. Turmelle converted the entire principal amount of the loan into 1,250,000 shares of our common stock.

As of June 30, 2012 and 2011, we had no obligation under the note for borrowed funds.  As of June 30, 2012 and 2011, our obligation to Mr. Turmelle for accrued interest approximated $11,000.



F-24




IMPLANT SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


14.

Long-Term Debt and Credit Arrangements

Med-Tec Payment Obligation

In July 2003, we entered into an asset purchase agreement with Med-Tec Iowa, Inc. (“Med-Tec”), our former exclusive distributor of prostate seeds, to purchase Med-Tec’s customer lists and further to release each other from further obligations under an earlier distribution agreement.  The purchase price of $1,250,000, which was payable in varying amounts over 28 months, with the final payment payable on December 1, 2005, was recorded at the present value of the future payment stream, using a rate of 10.24%, which equaled $1,007,000.  This amount was recorded as an intangible asset and was amortized over an estimated useful life of 29 months.  The outstanding and past due principal balance, as of June 30, 2012 and 2011, was approximately $30,000 and $42,000, respectively.

Senior Secured Convertible Promissory Note, Senior Secured Promissory Note and Revolving Credit Facility

In December 2008, we entered into a note and warrant purchase agreement with DMRJ, an accredited institutional investor, pursuant to which we issued a senior secured convertible promissory note in the principal amount of $5,600,000 and a warrant to purchase 1,000,000 shares of our common stock. The note, which is collateralized by all of our assets, originally bore interest at 11.0% per annum. The effective interest rate on the note, at the time of issuance, was approximately 23.4%. We prepaid interest in the amount of $616,000 upon the issuance of the note. In lieu of paying any commitment fees, closing fees or other fees in connection with the purchase agreement, we transferred our entire interest in 1,500,000 shares of the common stock of CorNova, Inc., a privately-held development stage medical device company, to DMRJ. The note, which has been amended and restated, as described below, was originally convertible in whole or in part at the option of DMRJ into shares of our common stock at a conversion price of $0.26 per share. The warrant, which has been amended and restated, as described below, was originally exercisable in whole or in part at the option of DMRJ into shares of our common stock at an exercise price of $0.26 per share.

The note and warrant contained reset terms providing that, in the event that we issue additional shares of common stock (or securities convertible into or exercisable for additional shares of common stock) at a price below the note conversion price or warrant exercise price then in effect, the conversion price and exercise price would be automatically adjusted to equal the price per share at which such shares are issued or deemed to be issued.   Upon  the adoption of ASC 815-40-15, “Derivatives and Hedging”, the note conversion option liability and warrant derivative liability were required to be initially and subsequently be measured at fair value with changes in fair value recorded in earnings in each reporting period.  

We valued the note upon issuance at its residual value of $4,341,000 based on the fair values of the financial instruments issued in connection with this convertible debt financing, including the warrant, the fair value of the note conversion option liability and the fair value of the CorNova common stock transferred to DMRJ.  The amounts recorded in the financial statements represents the amounts attributed to the senior secured convertible debt of $5,600,000, net of the fair value $153,000 allocated to the warrant, $638,000 allocated to the note conversion liability fair value and $468,000 representing the estimated fair value of the CorNova common stock transferred to DMRJ.  The note discount was calculated based upon the residual method. The discount on the note was amortized to interest expense over the initial term of the note.  The fair value of the warrant and note conversion liabilities were determined using a binomial option pricing model, which includes variables such as expected volatility of our share price, interest rates, and dividend yields.  These variables are based on our historical data, experience, and other factors (see Notes 15 and 16).  

As required under the terms of the note, we made a principal payment of $1,000,000 on December 24, 2008.  The note required us to make a principal payment in an amount equal to any funds released from the escrow created in connection with the May 2007 sales of the assets of Accurel Systems International to Evans Analytical Group LLC (“Evans”), upon the release of such funds.  DMRJ waived that requirement in connection with the settlement of the subsequent litigation with Evans.



F-25




IMPLANT SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The note contains restrictions and financial covenants including: (i) restrictions against declaring or paying dividends or making any distributions; against creating, assuming or incurring  any liens; against creating, assuming or incurring any indebtedness; against merging or consolidating with any other company, provided, however, that a merger or consolidation is permitted if we are the surviving entity; against the sale, assignment, transfer or lease of our assets, other than in the ordinary course of business and excluding inventory and certain asset sales expressly permitted by the note purchase agreement; against making investments in any company, extending credit or loans, or purchasing stock or other ownership interest of any company; and (ii) covenants that we have authorized or reserved for the purpose of issuance, 150% of the aggregate number of shares of our common stock issuable upon exercise of  the warrant; that we maintain a minimum cash balance of at least $500,000; that the aggregate dollar amount of all accounts payable be no more than 100 days past due; and that we maintain a current ratio, defined as current assets divided by current liabilities, of no less than 0.60 to 1.00.

In March 2009, we entered into a letter agreement with DMRJ pursuant to which we were granted access to $250,000 of previously restricted cash out of funds held in a blocked account.  The effect of the letter agreement made $250,000 available to us until the close of business on April 14, 2009. In consideration of the letter agreement, in March 2009, we issued an amended and restated senior secured convertible promissory note and amended and restated warrant to DMRJ to purchase shares of common stock, which replaced the note and warrant issued in December  2008.  The terms of the amended and restated note and the amended and restated warrant are identical to the terms of the original note and warrant, except that the amended instruments reduced the initial conversion price of the original note from $0.26 to $0.18 and reduced the initial exercise price of the original warrant from $0.26 to $0.18.  

In July 2009, we entered into an amendment to the December 2008 note and warrant purchase agreement with DMRJ, pursuant to which we issued a senior secured promissory note to DMRJ in the principal amount of $1,000,000. We valued the note at its residual value of $726,000 based on the relative fair value of the Series F Convertible Preferred Stock issued in conjunction with the note (see Note 17).

The senior secured promissory note, which has been amended, as described below, originally bore interest at the rate of 2.5% per month. The principal balance of the note, together with all outstanding interest and all other amounts owed under the note, was originally due and payable on the earlier of (i) December 10, 2009 and (ii) the receipt by us of net proceeds of at least $3,000,000 from the issuance of debt and/or equity securities in one or more transactions. In addition, DMRJ may require us to prepay such amounts upon (i) certain consolidations, mergers and business combinations involving us; (ii) the sale or transfer of more than 50% of our assets, other than inventory sold in the ordinary course of business, in one or more related or unrelated transactions; or (iii) the issuance by us, in one or more related or unrelated transactions, of any equity securities or securities convertible into equity securities (other than options granted to employees and consultants pursuant to employee benefit plans approved by our Board of Directors), which results in net cash proceeds to us of more than $500,000; provided, however, that DMRJ could not require us to prepay more than the net cash proceeds of any transaction described in the preceding clause (iii) of this sentence. The note permitted us to prepay all or any portion of the principal amount, without penalty or premium, after prior notice to DMRJ.

In connection with the additional note issued in July 2009, we also issued 1,646,663 shares of our Series F Convertible Preferred Stock to DMRJ. The Series F Preferred Stock was originally convertible into that number of shares of common stock which equaled the original issue price of the Series F Preferred Stock ($0.08 per share) divided by the “Series F Conversion Price.” All of the 1,646,663 shares of Series F Preferred Stock held by DMRJ were convertible into 16,466,630 shares of common stock, or 25% of our common stock, calculated on a fully diluted basis. The Series F Preferred Stock contained reset terms providing that, in the event that we issued additional shares of common stock (or securities convertible into or exercisable for additional shares of common stock) at a price below the Series F Conversion Price then in effect, the Series F Conversion Price would be automatically adjusted to equal the price per share at which such shares are issued. The reset provision did not apply, however, to issuances of stock and options to our employees, directors, consultants and advisors pursuant to any equity compensation plan approved by our stockholders. In April 2011, as further described below, DMRJ exchanged all of the shares of Series F Preferred Stock held by it for shares of a new Series G Convertible Preferred Stock. The terms of the Series G Preferred Stock are identical to the terms of the Series F Preferred Stock, except that the Series G Preferred Stock terms do not include reset provisions for dilutive issuances of our common stock.



F-26




IMPLANT SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


In August 2009, we entered into a second amendment to the December 2008 note and warrant purchase agreement, pursuant to which we issued DMRJ a bridge note in the principal amount of $700,000.  The note bore interest at the rate of 25% per annum. The outstanding principal balance and all interest due under this bridge note were paid in September 2009.

In September 2009, we entered into an additional credit agreement with DMRJ, pursuant to which DMRJ provided us with a revolving line of credit in the maximum principal amount of $3,000,000. In connection with the credit agreement, we issued a promissory note to DMRJ evidencing our obligations under the credit facility. Each of our subsidiaries guaranteed our obligations under the credit facility. Our obligations and our subsidiaries’ obligations are secured by grants of first priority security interests in all of our respective assets. In addition, we agreed to cause all of our receivables and collections to be deposited in a bank deposit account pledged to DMRJ pursuant to a blocked account agreement. All funds deposited in the blocked collections account are applied towards the repayment of our obligations to DMRJ under the note. Until the note and all of our obligations thereunder have been paid and satisfied in full, we will have no right to access or make withdrawals from the blocked account without DMRJ’s consent.

The revolving line of credit, which has been amended, as described below, originally bore interest at the rate of 25% per annum. Interest under the note is due on the first day of each calendar month. The principal balance of the note, together with all outstanding interest and all other amounts owed under the note, was originally due and payable in December 2009. We may prepay all or any portion of the principal amount of the note, without penalty or premium, after prior notice to DMRJ. Subject to applicable cure periods, amounts due under the note are subject to acceleration upon certain events of default, including: (i) any failure to pay when due any amount owed under the note; (ii) any failure to observe or perform any other condition, covenant or agreement contained in the note or certain conditions, covenants or agreements contained in the credit agreement; (iii) certain suspensions of the listing or trading of our common stock; (iv) a determination that any misrepresentation made by us to DMRJ in the credit agreement or in any of the agreements delivered to DMRJ in connection with the credit agreement were false or incorrect in any material respect when made; (v) certain defaults under agreements related to any of our other indebtedness; (vi) the institution of certain bankruptcy and insolvency proceedings by or against us; (vii) the entry of certain monetary judgments against us that are not dismissed or discharged within a period of 20 days; (viii) certain cessations of our business in the ordinary course; (ix) the seizure of any material portion of our assets by any governmental authority; and (x) our indictment for any criminal activity.

In lieu of paying DMRJ any commitment fees, closing fees or other fees in connection with the credit agreement, we agreed to pay DMRJ an additional amount equal to 50% of our aggregate net profits, as defined, generated between the closing date through the termination of the credit facility. For the period September 4, 2009 through January 12, 2010, the date as of which this arrangement was cancelled, we experienced a net loss and no such payments were due or payable to DMRJ.

Upon the closing of the credit facility, we requested and were granted an initial advance of approximately $1,633,000, of which we used approximately $715,000 to repay all of our outstanding indebtedness to DMRJ pursuant to the bridge note issued to DMRJ in August 2009, and approximately $548,000 to retire certain obligations owed to other parties. We used the balance of the initial advance for working capital and ordinary course general corporate purposes.

We failed to pay an aggregate of $7,505,678 in principal, together with approximately $149,292 of interest, due to DMRJ in December 2009, the maturity of each of the promissory notes described above.  On December 20, 2009, we received written notice from DMRJ, stating that we were in default of our obligations under each of the notes.

As a result of these defaults, effective December 11, 2009, (i) the interest rate that we were obligated to pay to DMRJ under the promissory note issued in March 2009 automatically increased from 11% per annum to 2.5% per month (or the maximum applicable legal interest rate, if less); (ii) the interest rate that we were obligated to pay to DMRJ under the promissory note issued in July 2009 automatically increased from 2.5% per month to 3.0% per month (or the maximum applicable legal interest rate, if less); and (iii) the interest rate that we were obligated to pay to DMRJ under the promissory note issued in September 2009 increased from 25% per annum to 30% per annum (or the maximum applicable legal interest rate, if less). All such default interest is payable upon demand by DMRJ.



F-27




IMPLANT SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


On December 31, 2009, we received further written notice from DMRJ, withdrawing its default notice. Also, on December 31, 2009, DMRJ elected to convert $120,000 of the principal amount owed by us under the senior secured convertible promissory note into 1,500,000 shares of our common stock, at an adjusted conversion price of $.08 per share. DMRJ has subsequently converted additional portions of our indebtedness on similar terms. Under the promissory notes and related agreements, however, DMRJ may not convert any portion of the notes if the number of shares of common stock to be issued pursuant to such conversion, when aggregated with all other shares of common stock owned by DMRJ at such time, would result in DMRJ beneficially owning in excess of 4.99% of the then issued and outstanding shares of common stock. DMRJ may waive such limitation by providing us with 61 days’ prior written notice.

In January 2010, we amended each of our credit instruments with DMRJ. Pursuant to those amendments: (i) our line of credit under the September 2009 credit agreement was increased from $3,000,000 to $5,000,000; (ii) the maturity of all of our indebtedness to DMRJ under each of the notes described above was extended from December 10, 2009 to June 10, 2010; (iii) DMRJ waived all existing defaults under all of these promissory notes and all related credit agreements through the new maturity date of June 10, 2010; (iv) the interest rate payable on our obligations under each of the promissory notes was reduced to 15% per annum; (v) all arrangements pursuant to which we were to share with DMRJ any profits resulting from certain transactions were removed from the credit documents; (vi) we agreed to certain limitations on equity financings without DMRJ’s prior consent; and (vii) we agreed that we will not prepay more than $3,600,000 of the $5,600,000 of indebtedness owed to DMRJ under the March 2009 amended and restated promissory note without DMRJ’s prior consent.

In April 2010, we further amended each of our credit instruments with DMRJ. Pursuant to those amendments: (i) our line of credit under the September 2009 credit agreement was increased from $5,000,000 to $10,000,000; and (ii) the maturity of all of our indebtedness to DMRJ, including indebtedness under each of the promissory notes described in the preceding paragraphs, was extended from June 10, 2010 to September 30, 2010.

In September 2010, we further amended each of our credit instruments with DMRJ. Pursuant to those amendments, the maturity of all of our indebtedness to DMRJ, including indebtedness in the preceding paragraphs, was extended from September 30, 2010 to March 31, 2011.

In March 2011, we further amended each of our credit instruments with DMRJ. Pursuant to those amendments, the maturity of all of our indebtedness to DMRJ was extended to April 7, 2011 and our line of credit under the September 2009 credit agreement was increased from $10,000,000 to $15,000,000.

In April 2011, we further amended each of our credit instruments with DMRJ. Those amendments: (i) extended the maturity our all our indebtedness to DMRJ from April 7, 2011 to September 30, 2011; (ii) waived our compliance with certain financial covenants in the notes and all related credit agreements through maturity; (iii) removed the reset provisions from both the senior secured convertible promissory note and the amended and restated warrant; (iv) fixed the conversion and exercise price of the senior secured convertible promissory note and the amended and restated warrant at $0.08 per share; (v) established the order in which our prepayments of the notes would be applied; (vi) required that we authorize a new series of Series G Convertible Preferred Stock, with terms identical  to the Series F Preferred Stock except that the Series G Preferred Stock would not contain the reset antidilution provision; (vii) required that we issue DMRJ 0.1 share of Series G Preferred Stock in exchange for each share of Series F Preferred Stock held by it; and (viii) provided DMRJ with the right of first refusal on any new securities we may issue to any third party.

The Series G Preferred Stock is convertible into that number of shares of common stock which equals the original issue price of the Series G Preferred Stock ($0.08 per share) divided by the “Series G Conversion Price” (originally $0.08 per share), multiplied by 100. All of the 164,667 shares of Series G Preferred Stock held by DMRJ were originally convertible into 16,466,700 shares of common stock, or 25% of our common stock, calculated on a fully diluted basis. The Series G Preferred Stock is entitled to participate on an “as converted” basis in all dividends or distributions declared or paid on our common stock. In the event of any liquidation, dissolution or winding up of our company, the holders of the Series G Preferred Stock will be entitled to be paid an amount equal to $.08 per share of Series G Preferred Stock, multiplied by 100, plus any declared but unpaid dividends, prior to the payment of any amounts to the holders of our common stock by reason of their ownership of such stock.



F-28




IMPLANT SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The holders of the Series G Preferred Stock have no voting rights except as required by applicable law. However, without the consent of the holders of a majority of the Series G Preferred Stock, we may not (i) amend, alter or repeal any provision of our Restated Articles of Organization or By-laws in a manner that adversely affects the powers, preferences or rights of the Series G Preferred Stock; (ii) authorize or issue any equity securities (or any equity or debt securities convertible into equity securities) ranking prior and superior to the Series G Preferred Stock with respect to dividends, distributions, redemption rights or rights upon liquidation, dissolution or winding up; or (iii) consummate any capital reorganization or reclassification of any of our equity securities (or debt securities convertible into equity securities) into equity securities ranking prior and superior to the Series G Preferred Stock with respect to dividends, distributions, redemption rights or rights upon liquidation, dissolution or winding up.

In addition, for as long as the July 2009 note or the amended and restated senior secured convertible promissory note issued to DMRJ in March 2009 remain outstanding, we may not issue additional shares of common stock, or other securities convertible into or exercisable for common stock, if such securities would increase the number of shares of our common stock, calculated on a fully diluted basis, unless we simultaneously issue to DMRJ that number of additional shares of Series G Preferred Stock which is necessary to result in the number of shares of common stock into which all Series G Preferred Stock held by DMRJ may be converted representing the same percentage ownership of our common stock on a fully diluted basis after such issuance as immediately prior thereto.

We considered the guidance in ASC 470-50-40-15, “Debt Modifications and Extinguishments,” and have concluded that the April 2011 amendment to the DMRJ credit facility was a debt modification, not an extinguishment, and have not recognized a gain or loss on this transaction in our consolidated statements of operations.  Further, we did not recognize a beneficial conversion feature or reassess an existing beneficial conversion feature as a result of this amendment.

In September 2011, we further amended each of our credit instruments with DMRJ. Pursuant to those amendments: (i) the maturity of our indebtedness to DMRJ was extended from  September 30, 2011 to March 31, 2012; (ii) DMRJ waived our compliance with certain financial covenants in the notes and all related credit agreements through maturity; (iii) our line of credit under the September 2009 credit agreement was increased from $15,000,000 to $23,000,000; and (iv) we were required to repay sufficient amounts of our outstanding indebtedness under the notes and related credit agreements and other amounts owing to DMR such that as of December 31, 2011, the outstanding obligations to DMRJ shall not exceed $15,000,000.

In October 2011, we further amended each of our credit instruments with DMRJ, to eliminate the obligation to repay any portion of our outstanding indebtedness to DMRJ by December 31, 2011.

On February 21, 2012, we amended each of our credit instruments with DMRJ,  to extend the maturity of all of our indebtedness to DMRJ to September 30, 2012.

On September 5, 2012, we amended our credit agreements with DMRJ. Pursuant to those amendments: (i) we extended the maturity date of all of our indebtedness from September 30, 2012 to March 31, 2013 and (ii) issued to DMRJ a second senior secured convertible promissory note in the  principal amount of $12,000,000 (the “New Note”).

The New Note bears interest at the rate of 15% per annum. The principal balance of the New Note, together with all outstanding interest and all other amounts owed thereunder, will be due and payable on March 31, 2013. The New Note is convertible in whole or in part, at DMRJ’s option, into shares of Series H Convertible Preferred Stock  at an initial conversion rate of $1,000 per share (as adjusted in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series H Preferred Stock, the “Series H Original Issue Price”).



F-29




IMPLANT SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


DMRJ will have the option to require us to repurchase any or all of the shares of Series H Preferred Stock owned by DMRJ, at the Series H Original Issue Price per share, if we do not (i) by December 31, 2012, have at least one of our products receive qualified or approved status on the “Transportation Security Administration Air Cargo Screening Technology List (ACSTL) – For Passenger Aircraft” or placed on the Transportation Security Administration’s “Explosive Trace Detector Qualified Product List (QPL)”; or (ii) achieve revenues of at least $7,500,000 per fiscal quarter, commencing with fiscal quarter ending June 30, 2013. Payment of the repurchase price may be made, at our option, in cash or by offsetting against an advance under the revolving credit facility. To the extent that the advance, together with all other outstanding amounts under the revolving credit facility, would exceed the borrowing limit under the that facility (currently $23,000,000), DMRJ has agreed to amend the facility to increase the borrowing limit to an amount sufficient to pay the repurchase price.

The holders of the Series H Preferred Stock will be entitled to receive, prior to the payment of any dividends with respect to our Common Stock and/or Series G Convertible Preferred Stock (together, “Junior Stock”), cumulative dividends on each share of Series H Preferred Stock at a rate equal to 15% of the Series H Original Issue Price per annum, (i) when, as and if declared by our Board of Directors, (ii) upon a liquidation, dissolution or winding up of the Company (a “Liquidation Event”), or (iii) upon the repurchase or conversion of the Series H Preferred Stock All dividends accruing on the Series H Preferred Stock are payable by the issuance of additional shares of Series H Preferred Stock.

Upon a Liquidation Event, the holders of shares of Series H Preferred Stock then outstanding will be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, before any payment is made to the holders of Junior Stock in respect of such stock, an amount per share equal to the Series H Original Issue Price, plus any accrued but updated dividends thereon, whether or not declared. At the option of holders of a majority of the outstanding Series H Preferred Stock, (i) a consolidation or merger of us with or into another entity or person, or any other corporate reorganization, in which the our stockholders immediately prior to such consolidation, merger or reorganization do not hold at least a majority of the resulting or surviving entities’ voting power immediately following such consolidation, merger or reorganization, or (ii) a sale or transfer of all or substantially all of our assets for cash, securities or other property, will be deemed to be a Liquidation Event.

Each share of Series H Preferred Stock will be convertible, at the option of the holder, into that number of shares of Common Stock as is determined by (i) dividing the Series H Original Issue Price by the Series H Conversion Price (as defined below) in effect at the time of conversion and (ii) multiply the result by 1,000. The “Series H Conversion Price” will initially be equal to $1,090, and is subject to adjustment in the event that (a) we issue additional shares of Common Stock as a dividend or other distribution on outstanding shares of Common Stock, (b) there is a split or subdivision of outstanding shares of Common Stock, or (c) there is a combination or reverse stock split of outstanding shares of Common Stock into a smaller number of shares of Common Stock. Assuming no adjustments to the Series H Original Issue Price or the Series H Conversion Price, the New Note will be convertible indirectly, at DMRJ’s option, into shares of Common Stock at an effective conversion price of $1.09 per share, which represents a discount of approximately 20% from the daily volume weighted average price of the Common Stock over the 20 trading days preceding the date of the amendment.

The holders of the Series H Preferred Stock will have no voting rights except as required by applicable law. However, without the consent of the holders of a majority of the outstanding Series H Preferred Stock, we may not (i) amend, alter or repeal any provision of its Articles of Organization or By-laws in a manner that adversely affects the powers, preferences or rights of the Series H Preferred Stock; (ii) authorize or issue any equity securities (or any equity or debt securities convertible into equity securities) ranking prior and superior to the Series H Preferred Stock with respect to dividends, distributions, redemption rights or rights upon liquidation, dissolution or winding up; or (iii) consummate any capital reorganization or reclassification of any of its equity securities (or debt securities convertible into equity securities) into equity securities ranking prior and superior to the Series H Preferred Stock with respect to dividends, distributions, redemption rights or rights upon liquidation, dissolution or winding up.

The failure to refinance this indebtedness or otherwise negotiate extensions of our obligations to DMRJ would have a material adverse impact on our liquidity and financial condition and could force us to curtail or discontinue operations entirely and/or file for protection under bankruptcy laws.



F-30




IMPLANT SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Our ability to comply with our debt covenants in the future depends on our ability to generate sufficient sales and to control expenses, and will require us to seek additional capital through private financing sources.  There can be no assurances that we will achieve our forecasted financial results or that we will be able to raise additional capital to operate our business.  Any such failure would have a material adverse impact on our liquidity and financial condition and could force us to curtail or discontinue operations entirely and/or file for protection under bankruptcy laws.  Further, upon the occurrence of an event of default under certain provisions of our agreements with DMRJ, we could be required to pay default rate interest equal to the lesser of 3.0% per month and the maximum applicable legal rate per annum on the outstanding principal balance outstanding.

As of June 30, 2012, our obligations to DMRJ under the senior secured convertible promissory note, the senior secured promissory note and under the credit facility approximated $3,224,000, $1,000,000 and $26,231,000, respectively.  Further, as of June 30, 2012, our obligation to DMRJ for accrued interest under the amended senior secured convertible promissory note, the senior secured convertible promissory note and the line of credit approximated $2,555,000 and is included in current liabilities in the accompanying consolidated financial statements.

As of September 25, 2012, our obligations to DMRJ under the senior secured convertible promissory note, the senior secured promissory note, the second senior secured convertible promissory note and under the line of credit approximated $3,184,000, $1,000,000, $12,000,000 and $17,245,000, respectively.  Further, as of September 25, 2012, our obligation to DMRJ for accrued interest under the amended senior secured convertible promissory note, the senior secured promissory note, the second senior secured convertible promissory and the line of credit approximated $3,146,000.

15.

Note Conversion Option Liability

ASC 815-40-15, “Derivatives and Hedging”, requires issuers to record, as assets and liabilities, financial instruments that provide for reset provisions as an adjustment mechanism to the relevant exercise or conversion price, since they are not deemed to be indexed to our common stock. Under the provisions of ASC 815-40-15, a contract designated as an asset or a liability must be carried at fair value until exercised or expired, with any changes in fair value recorded in the results of operations. In our December 10, 2008 financing transaction with DMRJ, we issued a senior secured promissory note in the principal amount of $5,600,000. The promissory note contained reset provisions, in the event that we issued additional shares of common stock (or securities convertible into or exercisable for additional shares of common stock) at a price below the note conversion price, the conversion price would be automatically adjusted to equal the price per share at which such shares are issued or deemed to be issued. The conversion option liability was initially and subsequently measured at fair value with changes in fair value recorded in earnings in each reporting period. For the year ended June 30, 2011 we recorded a non-cash charge of $7,159,000 in our consolidated statement of operations to record the change in fair value of the note conversion option liability. Fair value was estimated using a binomial option pricing model, which included variables such as the expected volatility of our share price, interest rates, and dividend yields. These variables were projected based on our historical data, experience, and other factors.

The note conversion option liability was valued using a binomial option pricing model, with the following assumptions on the following dates:

 

 

Note Conversion Option Liability  Fair Value Calculation

(In thousands except per share amounts)

 

 

June 30, 2010

 

 

April 7, 2011

Convertible debt amount

 

$

3,920

 

$

3,680

Potential number of convertible shares

 

 

49,000

 

 

46,000

Conversion price

 

$

0.08

 

$

0.08

Stock price on date of measurement

 

$

0.30

 

$

0.46

Expected volatility

 

 

157.1%

 

 

161.0%

Expected dividend yield

 

 

0.00%

 

 

0.00%

Risk free interest rate

 

 

0.17%

 

 

0.16%

Expected term (years)

 

 

0.25

 

 

0.48

Fair value

 

$

10,686

 

$

17,845

 

F-31




IMPLANT SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The fair value of the note conversion option liability was measured at the end of each reporting period and the change in fair value was reported in our consolidated statement of operations. Upon adoption of ASC 815-40-15 at July 1, 2009, we recorded a fair value note conversion option liability of $1,183,000 resulting in an $802,000 adjustment to the opening balance of accumulated deficit. On April 7, 2011, we entered into an omnibus fifth amendment to the credit agreement and seventh amendment to the note and warrant purchase agreement. As amended on April 7, 2011, the conversion price of the senior secured convertible promissory note was fixed at $0.08 per share and subsequent changes in fair value were no longer required to be recorded in our consolidated statement of operations. As of that date, the note conversion feature was no longer subject to adjustment and was no longer required to be recorded as a separate liability under ASC 815-40-15. On April 7, 2011, we reclassified the note conversion liability of $17,845,000 to stockholders’ deficit. As of June 30, 2011 the note conversion liability amounted to $0.

16.

Warrant Derivative Liability

ASC 815-40-15, “Derivatives and Hedging”, requires freestanding contracts that are settled in our own stock, including common stock warrants to be designated as an equity instrument, asset or liability. Under the provisions of ASC 815-40-15, a contract designated as an asset or a liability must be carried at fair value until exercised or expired, with any changes in fair value recorded in the results of operations. In our December 10, 2008 financing transaction with DMRJ, we issued a warrant to purchase 1,000,000 shares of our common stock. The warrant contained reset provisions, in the event that we issued additional shares of common stock (or securities convertible into or exercisable for additional shares of common stock) at a price below the exercise price, the warrant would be automatically adjusted to equal the price per share at which such shares are issued or deemed to be issued. The warrant derivative liability was initially and subsequently measured at fair value with changes in fair value recorded in earnings in each reporting period. For the year ended June 30, 2011 we recorded a non-cash charge of $160,000  in our consolidated statement of operations to record the change in fair value of the warrant derivative liability. Fair value was estimated using a binomial option pricing model, which included variables such as the expected volatility of our share price, interest rates, and dividend yields. These variables were projected based on our historical data, experience, and other factors.

The warrant derivative liability was valued using a binomial option pricing model, with the following assumptions on the following dates:

 

 

Warrant Derivative Liability –

Fair Value Calculation

(In thousands except per share amounts)

 

 

June 30, 2010

 

 

April 7, 2011

Shares eligible to be purchased

 

 

1,000

 

 

1,000

Exercise price

 

$

0.08

 

$

0.08

Stock price on date of measurement

 

$

0.30

 

$

0.46

Expected volatility

 

 

157.1%

 

 

161.0%

Expected dividend yield

 

 

0.00%

 

 

0.00%

Risk free interest rate

 

 

1.17%

 

 

1.17%

Expected life (years)

 

 

3.44

 

 

2.69

Fair value

 

$

278

 

$

438

We originally recorded the fair value of this warrant of approximately $160,000 as an increase to additional paid in capital.  Upon adoption of ASC 815-40-15 at July 1, 2009, we reclassified $160,000 from additional paid in capital to the warrant derivative liability. On April 7, 2011, we entered into an omnibus fifth amendment to the credit agreement and seventh amendment to the note and warrant purchase agreement. As amended on April 7, 2011, the conversion price of the warrant was fixed at $0.08 per share and subsequent changes in fair value were no longer required to be recorded in our consolidated statement of operations. As of that date, the warrant was no longer subject to adjustment and was no longer required to be recorded as a separate liability under ASC 815-40-15. On April 7, 2011, we reclassified the warrant derivative liability of $438,000 to stockholders’ deficit. As of June 30, 2011, the warrant derivative liability amounted to $0.

F-32




IMPLANT SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


17.

Series F Convertible Preferred Stock

In connection with the July 1, 2009 amendment to the December 10, 2008 note and warrant purchase agreement with DMRJ, pursuant to which we issued a senior secured promissory note to DMRJ in the principal amount of $1,000,000, we issued 871,763 shares of our Series F Convertible Preferred Stock.   The 871,763 shares of Series F Preferred Stock issued to DMRJ are convertible at the option of DMRJ into 15% of our common stock, calculated on a fully diluted basis.

Because we did not obtain net proceeds of at least $3,000,000 from the issuance of debt and/or equity securities by August 31, 2009 (later extended by DMRJ to October 1, 2009), we were required to issue to DMRJ 774,900 additional shares of Series F Preferred Stock. Upon the issuance of those shares, all of the Series F Preferred Stock then held by DMRJ was convertible into 25% of our common stock, calculated on a fully diluted basis. In addition, for so long as the promissory note issued in July 2009 or the amended and restated promissory note issued in March 2009 remain outstanding, we may not issue additional shares of common stock, or other securities convertible into or exercisable for common stock, if such securities would increase the number of shares of our common stock, calculated on a fully diluted basis, unless we simultaneously issued to DMRJ that number of additional shares of Series F Preferred Stock which is necessary to result in the number of shares of common stock into which all Series F Preferred Stock held by DMRJ would be converted representing the same percentage ownership of our common stock on a fully diluted basis after such issuance as immediately prior thereto (see Note 14).

As of the date of issuance, we recorded the relative fair value of the Series F Preferred Stock of approximately $274,000 against the July 1, 2009 senior secured promissory note, which was accreted to the note over the life of the note.  The fair value of the Series F Preferred Stock is equal to the fair value of the company, defined as the product of our common shares outstanding times the closing price of our common stock on the date of issuance, multiplied by 25%. For the year ended June 30, 2010, $274,000 was accreted to the note and was recorded as interest expense in our consolidated statement of operations. Accounting Standards Codification (“ASC”) 470-20 “Debt with Conversion and Other Options,” addresses the accounting for convertible instruments with beneficial conversion features.  In accordance with ASC 470-20, a conversion feature is beneficial, or “in the money,” when the conversion rate of the convertible security is below the market price of the underlying common stock.  A beneficial conversion feature, calculated as of the commitment date, is the difference between the convertible instruments conversion price and the fair value of the company’s common stock on that date multiplied by the number of common shares the Series F Preferred Stock converts into. On July 1, 2009 and August 31, 2009, the commitment dates for the Series F Preferred stock issuances, the fair value of our common stock was $0.10. The initial conversion price of the Series F Preferred Stock was $0.08 per share.  As of July 1, 2009, the beneficial conversion feature on the Series F Preferred Stock was $329,000 and was accounted for as a deemed dividend. On April 7, 2011, we entered into an omnibus fifth amendment to the credit agreement and seventh amendment to the note and warrant purchase agreement and issued shares of a new series of Series G convertible preferred stock in exchange for the Series F convertible preferred stock (see Note 18).

18.

Series G Convertible Preferred Stock

On April 7, 2011, in conjunction with the amendment to the December 10, 2008 note and warrant purchase agreement with DMRJ, we issued 164,667 shares of our Series G Convertible Preferred Stock to DMRJ in exchange for 1,646,662 shares of our Series F Convertible Preferred Stock.

The Series G Preferred Stock is convertible into that number of shares of common stock which equals the original issue price of the Series G Preferred Stock ($0.08 per share) divided by the “Series G Conversion Price.” All of the 164,667 shares of Series G Preferred Stock held by DMRJ were convertible into 16,466,700 shares of common stock, or 25% of our common stock, calculated on a fully diluted basis.  We have concluded that the April 7, 2011 amendment to the DMRJ credit facility was a debt modification, not an extinguishment, and have not recognized a gain or loss on this transaction in our statements of operations.  Further, we did not recognize a beneficial conversion feature on the Series G Preferred Stock or reassess an existing beneficial conversion feature as a result of this amendment.



F-33




IMPLANT SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


19.

Stockholders’ Deficit

Common Stock Options and Warrants

In connection with various financing agreements and services provided by consultants, we have issued warrants to purchase shares of our common stock. The fair value of warrants issued is determined using a binomial option pricing model. In December 2008, in conjunction with the issuance of the senior secured convertible note to DMRJ, we issued five-year warrants to purchase 1,000,000 shares of common stock at an initial exercise price of $0.26 per share. The warrant is exercisable between December 10, 2008 and December 10, 2013. We recorded the fair value of this warrant of approximately $160,000 against the senior secured convertible promissory note, which was accreted to the note and interest expense was recorded over the life of the note. In consideration of DMRJ’s execution of the letter agreement on March 12, 2009, we issued an amended and restated warrant to purchase shares of common stock, to reduce the initial exercise price of the warrant from $0.26 to $0.18. As a result of the issuance of the Series F Preferred Stock, in July 2009, the exercise price of the warrant was automatically reduced under its reset provisions to $0.08. We adopted ASC 815-40-15 as of July 1, 2009 and reclassed $160,000 from additional paid in capital to the warrant derivative liability. The warrant derivative liability was initially and subsequently measured at fair value with changes in fair value recorded in earnings in each reporting period. On April 7, 2011, we entered into an omnibus fifth amendment to the credit agreement and seventh amendment to the note and warrant purchase agreement. As amended on April 7, 2011, the conversion price of the warrant was fixed at $0.08 per share. As of that date, the warrant was deemed to be indexed to our common stock and subsequent changes in fair value were no longer required to be recorded in our consolidated statement of operations. For the year ended June 30, 2011, we recorded a non-cash charge of $160,000 in our consolidated statement of operations (see Note 15).

In May 2011, we entered into two advisory and consulting services agreements, pursuant to which we agreed to issue up to an aggregate of 4,000,000 shares of our common stock.  In fiscal 2011 we issued 1,000,000 shares of common stock, having a value of $800,000, under these agreements and we have agreed to issue the balance of the 4,000,000 shares in monthly installments of 166,667 shares to each of the two advisors in fiscal 2012. In fiscal 2012 we issued 3,000,000 shares of our common stock in equal monthly installments to the two advisors.

As of June 30, 2012, there were warrants outstanding to purchase 3,555,352 shares of our common stock at exercise prices ranging from $0.08 to $1.14 expiring at various dates between December 10, 2013 and June 6, 2017.

We issued 471,667 and 27,133 shares of common stock during the years ended June 30, 2012 and 2011, respectively, as a result of the exercise of options by employees and consultants.

We estimated the fair value of the warrants issued during fiscal 2012 using a binomial option pricing model using the following input assumptions:

 

 

Year Ended

June 30, 2012

Dividend yield

 

0.0%

Weighted-average volatility

 

140.9%

Weighted-average risk-free interest rate

 

0.40%

Weighted-average life of warrants

 

1 year

We issued five warrants in fiscal 2012 and three warrants in fiscal 2011. For the years ended June 30, 2012 and 2011, we recorded non-cash charges for warrants that vested of $467,000 and $54,000, respectively, in our consolidated statements of operations.



F-34




IMPLANT SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The following table presents the weighted average exercise price of warrants outstanding at June 30, 2012:

 

 

 

Warrants Outstanding and Exercisable

 

Range of Exercise Prices

 

 

Number of Shares

 

 

 

Weighted-Average Exercise Price

 

 

 

Weighted-Average Intrinsic Value

per Share

 

$0.08 - $0.54

 

 

1,411,492

 

 

$

0.15

 

 

$

1.25

 

$0.08 - $1.14

 

 

2,143,860

 

 

 

0.87

 

 

 

0.53

 

 

 

 

3,555,352