U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended JUNE 30, 2016

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-54617

U S NUCLEAR CORP.

(Exact name of registrant as specified in its charter)

 

 

Delaware	45-4535739
State or other jurisdiction of	(I.R.S. Employer
Incorporation or organization	Identification No.)

 

 

Robert I. Goldstein

7051 Eton Avenue

Canoga Park, CA 91303

(Address of principal executive offices)

 

(818) 883-7043

(Registrant’s telephone number, including area code)

 

 

Securities registered under Section 12(b) of the Exchange Act:

None.

 

Securities registered under Section 12(g) of the Exchange Act:

 

Common Stock, $0.0001 par value per share

(Title of Class)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [x] No [_]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, at www.usnuclearcorp.com, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [x] No [_]

 

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

 

Large Accelerated Filer [_] Accelerated Filer [_]

 

Non-accelerated Filer [_] Smaller Reporting Company [x]

(Do not check if a smaller reporting company.)

 

Indicate by check mark whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [_] No [x]

 

The number of shares of the Registrant’s common stock outstanding as of August 12, 2016 was 13,617,403.

 

 

TABLE OF CONTENTS

PART I
Item 1.	Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	22
PART II
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceed2	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mine Safety Disclosures	23
Item 5.	Other Information	23
Item 6.	Exhibits	24
	Signatures	25

 

 

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

 

US Nuclear Corp. and Subsidiaries

Financial Statements

(Unaudited)

AS OF JUNE 30, 2016

AND FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2016 AND 2015

 

 

Contents

 

Financial Statements	PAGE
Condensed Consolidated Balance Sheets as of June 30, 2016 (unaudited) and December 31, 2015	5
Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2016 and 2015 (unaudited)	6
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015 (unaudited)	7
Notes to Unaudited Condensed Consolidated Financial Statements	8

 

 

US NUCLEAR CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
					June 30,		December 31,
CURRENT ASSETS					2016		2015
					(unaudited)
	Cash			$	310,836	$	419,126
	Accounts receivable, net				225,985		181,084
	Inventories				2,551,387		2,320,333
TOTAL CURRENT ASSETS					3,088,208		2,920,543
PROPERTY AND EQUIPMENT, net					24,849		7,900
INTANGIBLE ASSET, net					247,675
GOODWILL					570,176		570,176
TOTAL ASSETS				$	3,930,908	$	3,498,619
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable				$	140,671	$	41,607
Accounts payable, related party					12,000		-
Accrued liabilities					123,662		111,466
Customer deposit					63,899		49,040
Acquisition contingency					107,707
Note payable					14,859		-
Line of credit					352,144		306,487
TOTAL CURRENT LIABILITIES					814,942		508,600
Note payable, net of current portion					65,141		-
Note payable to shareholder					301,859		248,879
TOTAL LIABILITIES					1,181,942		757,479
Commitments and contingencies					-		-
SHAREHOLDERS' EQUITY:
Preferred stock, $0.0001 par value, 5,000,000 shares
authorized; none issued and outstanding					-		-
Common stock, $0.0001 par value; 100,000,000 shares authorized,
13,617,403 and 13,475,000 shares issued and outstanding					1,362		1,348
Additional paid in capital					3,213,996		3,178,409
Accumulated deficit					(466,392)		(438,617)
TOTAL SHAREHOLDERS' EQUITY					2,748,966		2,741,140
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY				$	3,930,908	$	3,498,619
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

US NUCLEAR CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
					Three Months Ended				Six Months Ended
					June 30,				June 30,
					2016		2015		2016		2015
Sales				$	645,523	$	1,102,894	$	898,025	$	1,550,378
Cost of sales					319,670		590,451		449,948		799,591
Gross profit					325,853		512,443		448,077		750,787
Selling, general and administrative expenses					235,766		203,764		466,036		472,270
Loss from operations					90,087		308,679		(17,959)		278,517
Other expense
	Interest expense				(5,048)		(4,408)		(9,816)		(9,142)
		Total other expense			(5,048)		(4,408)		(9,816)		(9,142)
Income (loss) before provision for income taxes					85,039		304,271		(27,775)		269,375
Provision for income taxes					-		-		-		-
Net income (loss)				$	85,039	$	304,271	$	(27,775)	$	269,375
Weighted average shares outstanding - basic and diluted					13,521,946		13,271,703		13,498,473		13,268,370
Earnings (loss) per shares - basic and diluted				$	0.01	$	0.02	$	(0.00)	$	0.02
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

US NUCLEAR CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
									Six Months Ended
									June 30,
									2016		2015
OPERATING ACTIVITIES
	Net income (loss)							$	(27,775)	$	269,375
	Adjustment to reconcile net income (loss) to net
		cash provided by (used in) operating activities:
			Depreciation and amortization						14,929		3,260
			Common stock issued for services						-		1,000
			Changes in:
				Accounts receivable					(41,454)		(163,401)
				Inventories					(227,704)		117,258
				Prepaid expenses and other current assets					-		1,500
				Accounts payable					108,022		(20,756)
				Accrued liabilities					12,196		13,194
				Customer deposits					14,859		(179,912)
				Net cash provided by (used in) operating activities					(146,927)		41,518
INVESTING ACTIVITIES
	Cash paid for acquistion								(60,000)		-
				Net cash used in investing activities					(60,000)		-
FINANCING ACTIVITIES
	Net borrowings (repayments) under lines of credit								45,657		35,110
	Proceeds from note payable to shareholder								53,600		243,293
	Repayments for note payable to shareholder								(620)		(36,000)
				Net cash provided by financing activities					98,637		242,403
NET INCREASE (DECREASE) IN CASH									(108,290)		283,921
CASH
	Beginning of the period								419,126		140,253
	End of the period							$	310,836	$	424,174
Supplemental disclosures of cash flow information
	Taxes paid							$	-	$	-
	Interest paid							$	9,816	$	9,142
Non-cash investing and financing activities
	Common stock issued for acquistion							$	35,601	$	-
	Note payable issued for acquisition							$	80,000	$	-
	Acquisition contingency							$	107,707	$	-
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

US Nuclear Corp. and Subsidiaries

Notes to Consolidated Financial Statements

For the Six months Ended June 30, 2016 and 2015

(Unaudited)

 

Note 1 - Organization and Basis of Presentation

 

The unaudited consolidated financial statements were prepared by US Nuclear Corp. (the “Company”), pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) were omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. The results for the six months ended June 30, 2016, are not necessarily indicative of the results to be expected for the year ending December 31, 2016.

 

Organization and Line of Business

 

US Nuclear Corp., formerly known as APEX 3, Inc., (the “Company” or “US Nuclear”) was incorporated under the laws of the State of Delaware on February 14, 2012.

 

The Company is engaged in developing, manufacturing and selling radiation detection and measuring equipment. The Company markets and sells its products to consumers throughout the world.

 

Basis of Presentation

 

The accompanying consolidated financial statements and have been prepared in conformity with accounting principles generally accepted in the United States of America.

 

 

Note 2 – Summary of Significant Accounting Policies

 

Principles of Consolidation

 

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Optron Scientific Company, Inc. (“Optron”) and its wholly-owned subsidiary, Overhoff Technology Corporation (“Overhoff”), and have been prepared in conformity with accounting principles generally accepted in the United States of America. All significant intercompany transactions and balances have been eliminated.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions 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 period. Actual results could differ from those estimates. It is possible that accounting estimates and assumptions may be material to the Company due to the levels of subjectivity and judgment involved.

 

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of six months or less. There were no cash equivalents as of June 30, 2016 and December 31, 2015.

 

Accounts Receivable

 

The Company maintains reserves for potential credit losses for accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves.  Reserves are recorded based on the Company’s historical collection history. Allowance for doubtful accounts as of June 30, 2016 and December 31, 2015 were $5,000 and $5,000, respectively.

 

Inventories

 

Inventories are valued at the lower of cost (determined primarily by the average cost method) or market. Management compares the cost of inventories with the market value and allowance is made for writing down their inventories to market value, if lower.

 

Property and Equipment

 

Property and Equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of equipment is provided using the straight-line method for substantially all assets with estimated lives as follows:

 

Furniture and fixtures	5 years
Leasehold improvement	Lesser of lease life or economic life
Equipment	5 years
Computers and software	5 years

 

Long-Lived Assets

 

The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on its review at December 31, 2015 and 2014, the Company believes there was no impairment of its long-lived assets.

 

Goodwill

 

Goodwill represents the excess of purchase price over the underlying net assets of businesses acquired. The entire goodwill balance in the accompanying financial statements resulted from the Company’s acquisition of Overhoff Technology Corporation in 2006. The Company complies with ASC 350, Goodwill and Other Indefinite Lived Intangible Assets, requiring that a test for impairment be performed at least annually. As of December 31, 2015

and 2014 the Company performed the required impairment analysis which resulted in no impairment adjustments. 

 

Fair Value of Financial Instruments

 

For certain of the Company’s financial instruments, including cash, accounts receivable, accounts payable, accrued liabilities, customer deposits, and line of credit, the carrying amounts approximate their fair values due to their short maturities. In addition, the Company has a note payable to shareholder that the carrying amount also approximates fair value.

 

Revenue Recognition

 

The Company’s revenue recognition policies comply with FASB ASC Topic 605. Revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as customer deposits.

 

Sales returns and allowances was $0 for the six months ended June 30, 2016 and 2015. The Company does not provide unconditional right of return, price protection or any other concessions to its customers.

 

Customer Deposits

 

Customer deposits represent cash paid to the Company by customers before the product has been completed and shipped.

 

Income Taxes

 

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s consolidated financial statements.

 

Stock-Based Compensation

 

The Company records stock-based compensation in accordance with FASB ASC Topic 718, Compensation – Stock Compensation. FASB ASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees.

 

Basic and Diluted Earnings Per Share

Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share. Basic earnings per share (“EPS”) is based on the weighted average number of common shares outstanding. Diluted EPS is based on the assumption that all dilutive convertible shares and stock warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. There were no potentially dilutive securities outstanding during June 30, 2016 and December 31, 2015.

 

Segment Reporting

 

FASB ASC Topic 280, Segment Reporting, requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company determined it has two reportable segments. See Note 7.

Reclassifications

Certain prior period amounts were reclassified to conform to the manner of presentation in the current period. These reclassifications had no effect on the net loss or stockholders’ equity.

 

Recent Accounting Pronouncements

 

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. This pronouncement is effective for annual reporting periods beginning after December 15, 2016, and is to be applied using one of two retrospective application methods, with early application not permitted. The Company is currently evaluating the impact of the pending adoption of ASU 2014-09 on its consolidated financial statements.

In January 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-01 (Subtopic 225-20) - Income Statement - Extraordinary and Unusual Items. ASU 2015-01 eliminates the concept of an extraordinary item from GAAP. As a result, an entity will no longer be required to segregate extraordinary items from the results of ordinary operations, to separately present an extraordinary item on its income statement, net of tax, after income from continuing operations or to disclose income taxes and earnings-per-share data applicable to an extraordinary item. However, ASU 2015-01 will still retain the presentation and disclosure guidance for items that are unusual in nature and occur infrequently. ASU 2015-01 is effective for periods beginning after December 15, 2015. The adoption of ASU 2015-01 is not expected to have a material effect on the Company’s consolidated financial statements. Early adoption is permitted.

 

In February, 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. ASU 2015-02 provides guidance on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). ASU 2015-02 is effective for periods beginning after December 15, 2015. The adoption of ASU 2015-02 is not expected to have a material effect on the Company’s consolidated financial statements. Early adoption is permitted.

In September, 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805). Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date.  In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning December 15, 2015. The adoption of ASU 2015-016 is not expected to have a material effect on the Company’s consolidated financial statements.

 

In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes. The new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. This update is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. The Company does not anticipate the adoption of this ASU will have a significant impact on its consolidated financial position, results of operations, or cash flows.

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The guidance in ASU No. 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases (FAS 13). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the effect this standard will have on its consolidated financial statements.

 

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share Based Payment Accounting, to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance will be effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of the adoption of this newly issued guidance to its consolidated financial statements.

 

Note 3 – Inventories

 

Inventories at June 30, 2016 and December 31, 2015 consisted of the following:

 

		June 30,		December 31,
		2016		2015
Raw materials	$	990,572	$	1,139,827
Work in Progress		624,326		710,041
Finished goods		936,489		470,465
	$	2,551,387	$	2,320,333

 

Note 4 – Property and Equipment

The following are the details of the property, equipment and improvements at June 30, 2016 and December 31, 2015:

 

		June 30,		December 31,
		2016		2015
Furniture and fixtures	$	146,684	$	146,684
Leasehold Improvements		50,091		50,091
Equipment		233,186		212,076
Computers and software		27,259		27,259
		457,220		436,110
Less accumulated depreciation		(432,371)		(428,210)
Property and equipment, net	$	24,849	$	7,900

 

Depreciation expense for the six months ended June 30, 2016 and 2015 was $4,161 and $3,260, respectively. At June 30, 2016, the Company has $299,429 of fully depreciated property and equipment that is still in use.

 

Note 5 – Note Payable Shareholder

 

Robert Goldstein, the CEO and majority shareholder, has loaned funds to the Company from time to time to cover general operating expenses. These loans are evidenced by unsecured, non-interest bearing notes due on December 31, 2018. During the six months ended June 30, 2016, the Company repaid its majority shareholder $620 and borrowed an additional $53,600 under this note payable agreement. The amounts due to Mr. Goldstein are $301,859 and $248,879 as of June 30, 2016 and December 31, 2015, respectively.

 

Note 6– Lines of Credit

 

As of June 30, 2016 the Company had four lines of credit with a maximum borrowing amount of amount of $400,000 and interest ranging from 3.25% to 9.25%. As of June 30, 2016 and December 31, 2015, the amounts outstanding under these four lines of credit were $352,144 and $306,487, respectively.

 

Note 7 –Segment Reporting

 

ASC Topic 280, Segment Reporting, requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company has two reportable segments: Optron and Overhoff. Optron is located in Canoga Park, California and Overhoff is located in Milford, Ohio. The assets and operations of the Company’s recent acquisition of the assets of Electronic Control Concepts are included with Optron in the table below.

 

The following tables summarize the Company’s segment information for the three and six months ended June 30, 2016 and 2015:

 

			Three Months Ended June 30,				Six Months Ended June 30,
			2016		2015		2016		2015
Sales
	Optron	$	165,807	$	168,274	$	275,074	$	329,401
	Overhoff		479,716		934,620		622,951		1,220,977
	Corporate		-		-		-
		$	645,523	$	1,102,894	$	898,025	$	1,550,378
Gross profit
	Optron	$	74,048	$	36,747	$	120,982	$	128,580
	Overhoff		251,805		475,696		327,095		622,207
	Corporate		-		-		-		-
		$	325,853	$	512,443	$	448,077	$	750,787
Income (loss) from operations
	Optron	$	7,323	$	(9,614)	$	7,869	$	(9,234)
	Overhoff		99,950		339,325		20,522		344,249
	Corporate		(17,186)		(21,032)		(46,350)		(56,498)
		$	90,087	$	308,679	$	(17,959)	$	278,517
Interest Expenses
	Optron	$	4,549	$	4,408	$	8,910	$	9,142
	Overhoff		499		-		906		-
	Corporate		-		-		-		-
		$	5,048	$	4,408	$	9,816	$	9,142
Net income (loss)
	Optron	$	2,774	$	(14,022)	$	(1,041)	$	(18,376)
	Overhoff		99,451		339,325		19,616		344,249
	Corporate		(17,186)		(21,032)		(46,350)		(56,498)
		$	85,039	$	304,271	$	(27,775)	$	269,375
							As of		As of
							June 30,		December 31,
							2016		2015
Total Assets
	Optron					$	1,635,007	$	1,318,749
	Overhoff						2,293,634		2,170,499
	Corporate						2,267		9,371
						$	3,930,908	$	3,498,619

Intangible Assets
	Optron					$	247,675	$	-
	Overhoff						-		-
	Corporate						-		-
						$	247,675	$	-
Goodwill
	Optron					$	-	$	-
	Overhoff						570,176		570,176
	Corporate						-		-
						$	570,176	$	570,176

 

Note 8 - Geographical Sales

 

The geographical distribution of the Company’s sales for the three and six months ended June 30, 2016 and 2015 is as follows:

 

			Three Months Ended June 30,				Six Months Ended June 30,
			2016		2015		2016		2015
Geographical sales
	North America	$	440,106	$	427,733	$	603,257	$	620,151
	Asia		166,220		506,517		243,841		573,640
	South America		-		119,769		11,022		261,422
	Other		39,197		48,875		39,905		95,165
		$	645,523	$	1,102,894	$	898,025	$	1,550,378

 

Note 9 – Related Party Transactions

 

The Company leases its current facilities from Gold Team Inc. which owns both the Canoga Park, CA and Milford, Ohio. Rent expense for the six months ended June 30, 2016 and 2015 were $68,000 and $60,000, respectively. As of June 30, 2016 and December 31, 2015, payable to Gold Team Inc. in connection with the above leases amount to $12,000 and $0, respectively.

 

Also see Note 5.

 

Note 10 – Concentrations

 

Three customers accounted for 41%, 13% and 12% of the Company sales for the six months ended June 30, 2016 and two customers accounted for 47% and 10% of the Company sales for the six months ended June 30, 2015.

 

No vendors accounted for more than 10% of the Company’s purchases for the six months ended June 30, 2016 and 2015.

 

Note 11 – Business Combination

 

On May 31, 2016, the Company entered into an Asset Purchase Agreement with Electronic Control Concepts (“ECC”) whereby the Company purchased certain tangible and intangible assets of ECC. ECC a small manufacturer of test and maintenance meters for x-ray machines both medical and industrial. The purchase price was paid through a combination of cash, note payable common stock and an earn-out. The acquisition of assets of ECC has been accounted for as a business combination. The Company acquired ECC to give a boost to its current x-ray related product and hospital/medical product sales.

 

A summary of the purchase price allocations at fair value is below.

 

Accounts receivable, net of accounts payable	$	405
Inventory		3,350
Property and equipment		21,110
Customer list		130,000
Technology		128,443
Purchase price	$	283,308

 

The customer list and technology are being amortized over 24 months.

 

The purchase price is comprised of:

 

Cash	$	60,000
Note payable		80,000
Common stock		35,601
Earn-out		107,707
	$	283,308

 

The note payable bears interest at 5% per annum and is due in 20 quarterly installments beginning in July 2016. The Company issued 142,403 shares of common stock valued at $35,601. The value was determined based on the Company’s stock price on May 31, 2016. The earn-out provision provides for payments to the seller equal to 12% of sales from ECC operations for the next four years. The Company has estimated the net present value of this earn-out to be $107,707. Any future changes in the estimated earn-out will be recorded in current Income statement.

 

The sales from ECC included in the results of operations from the date of acquisition on May 31, 2016 to June 30, 2016 was $13,504.

 

The unaudited pro forma information below present statement of operations data as if the acquisition of ECC place on January 1, 2015.

 

		Six Months Ended June 30,
		2016		2015
		(unaudited)		(unaudited)
Sales	$	1,023,125	$	1,654,249
Gross profit		511,126		826,946
Operating income (loss)		(64,721)		220,326
Net income (loss)		(992,794)		209,184
Earnings (loss) per share		(0.07)		0.02

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand US Nuclear Corp, our operations and our present business environment. MD&A is provided as a supplement to—and should be read in conjunction with—our consolidated financial statements and the accompanying notes included in this Quarterly Report on Form 10-Q. The audited financial statements for our fiscal year ended December 31, 2015 filed with the Securities Exchange Commission on Form 10-K on April 14, 2016 should be read in conjunction with the discussion below. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results may differ materially from those anticipated in these forward-looking statements. In the opinion of management, all material adjustments necessary to present fairly the results of operations for such periods have been included in these unaudited financial statements. 

 

We were incorporated in Delaware on February 14, 2012, and on March 2, 2012, we filed a registration statement on Form 10 to register with the U.S. Securities and Exchange Commission as a public company.  We were originally organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation.

 

On April 18, 2012, Richard Chiang, then our sole director and shareholder, entered into a Stock Purchase Agreement whereby Mr. Goldstein of US Nuclear Corp purchased 10,000,000 shares of our common stock from Mr. Chiang, which constituted 100% of our issued and outstanding shares of common stock. Mr. Chiang then resigned from all positions. Subsequently, on May 18, 2012, the Registrant appointed Mr. Chiang to serve as a member of the Board of Directors. He resigned from this position on June 30, 2013.

 

Since our acquisition of Overhoff Technology in 2006, we have had discussions with other companies in our industry for an acquisition. While we targeted Overhoff due to its unique position in the tritium market, we had not commenced an acquisition since our Overhoff Technology acquisition; we believe in part the reason was due to lack of additional capital, our status as a privately-held entity at the time, and focus on developing our own products. We will seek out companies whom our management believes will provide value to our customers and will complement our business. We will focus on diversifying our product line into a larger range so that our customers and vendors may have a more expansive experience in type, choice, options, price and selection. We also believe that with a more diverse product line we will become more competitive as our industry is intensely competitive.

 

Our current product concentration places a heavy reliance on our Overhoff Technology division; where we derived 19% of our total revenues in 2015 from one customer. We expect to encounter a continuation of this trend unless we are successful in diversifying our client base, executing our acquisition strategy and experience increases in business from our Technical Associates division.

 

Our international revenues were 54% of our total revenue in 2015. We expect this to increase over time as we continue to field new orders inquires and engage new customers overseas. We believe that Korea and China will likely be a larger contributor to revenue within the next few years. While we maintain steady growth domestically, the international side of our business may be a larger component as nuclear technology and rapid development for clean energy grows abroad. Additionally, the Company relies on continued growth and orders from CANDU reactors (Canada Deuterium Uranium), and rapid development of the next generation of nuclear reactors called Molten Salt Reactors, (MSR) and Liquid-Fluoride Thorium Reactors (LFTR), all of which purchase tritium detection and monitor products. There can be no assurances as to our growth projections and our risk profile as we depend upon increased foreign customers for business.

 

Additionally, we are inexperienced as a public company and may find it difficult to meet all of the challenges and expenses of being a public company.  As we commencing as a public company, we plan to raise capital by offering shares of our common stock or convertible debt to investors.  For the next twelve months, we anticipate we will need approximately $5,000,000 in additional capital to fund our business plans. If we do not raise the required capital we may not meet our expenses and there can be no assurance that we will be able to do so and if we do, we may find the cost of such financing to be burdensome on the Company. Additionally, we may not be able to execute on our business plans due to unforeseen market forces such as lower natural gas prices, difficulty attracting qualified executive staff, general downturn in our sector or by competition as we operate in an extremely competitive market for all of our product offerings.

 

Robert I. Goldstein, our President, Chief Executive Officer and Chairman of the Board of Directors also maintains a position as President of Gold Team Inc., a Delaware company that invests in industrial real estate properties for investment purposes. He holds an 8% interest in Gold Team Inc. and spends approximately 5 hours per week with affairs related to Gold Team Inc. The Company leases its current facilities from Gold Team Inc. which owns both the Canoga Park, CA and Milford, Ohio properties at an expense of $6,000 for each facility per month. 

 

On September 30, 2014, we entered into a Forgiveness of Debt and Conversion Agreement with our President, Chief Executive Officer and Chairman of the Board of Directors, Robert I. Goldstein. We owed Mr. Goldstein, $868,828 in related party debt. Pursuant to this Agreement, Mr. Goldstein agreed to forgive $668,828 and we agreed to convert the balance of the debt, $200,000 into restricted shares of our Company at $0.20 cents per share. We then issued Mr. Goldstein 1,000,000 shares of our restricted common stock.

 

On October 16, 2014, our Chief Financial Officer, and Secretary, Darian B. Andersen resigned, effective, October 31, 2014. Mr. Andersen has been of service to the Company for more than 2 years. Our relationship with him was considered to be positive and his departure from our company was because of his desire to continuing pursuing his work as a legal attorney. On that same day, we retained the services of Rachel Boulds, as our Chief Financial Officer, and Secretary to fill the void left by Mr. Andersen. Ms. Boulds is an experienced accountant and former auditor for public companies having been employed at PCAOB member firms.

 

On November 4, 2014, we entered into a five-year Employment Agreement with our President, Chief Executive Officer and Chairman of the Board of Directors, Robert I. Goldstein. The Agreement calls for a salary of $100,000 per year, payable at the end of the fiscal year, with his compensation beginning in fiscal 2015 and payable in January 2016. Mr. Goldstein later agreed to reduce his compensation to $50,000 beginning in 2015.

 

On May 31, 2016, we entered into an Asset Purchase Agreement with Electronic Control Concepts (“ECC”) whereby the Company purchased certain tangible and intangible assets of ECC. ECC a small manufacturer of test and maintenance meters for x-ray machines both medical and industrial. We acquired ECC to give a boost to our current x-ray related product and hospital/medical product sales.

 

Results of Operations

 

For the three months ended June 30, 2016 compared to the three months ended June 30, 2015

 

		Three Months Ended June 30,				Change
		2016		2015		$		%
Sales	$	645,523	$	1,102,894	$	(457,371)		-41.5%
Cost of goods sold		319,670		590,451		(270,781)		-45.9%
Gross profit		325,853		512,443		(186,590)		-36.4%
Selling, general and administrative expenses		235,766		203,764		32,002		15.7%
Income from operations		90,087		308,679		(218,592)		-70.8%
Other income (expense)		(5,048)		(4,408)		(640)		14.5%
Income before provision for income taxes		85,039		304,271		(219,232)		-72.1%
Provision for income taxes		-		-		-
Net income	$	85,039	$	304,271	$	(219,232)		-72.1%

 

Sales for the three months ended June 30, 2016 were $645,523 compared to $1,102,894 for the same period in 2015. The decrease of $457,371 or 41.5% is a result of a decrease in sales from our Optron and Overhoff subsidiaries of $2,467 and $454,904, respectively. The decrease in sales from our Overhoff subsidiary was due to the timing of the completion of larger orders. In 2015 our Overhoff subsidiary had some large orders that were completed and shipped during the second quarter of 2015. We recognize revenue from the sale of our products when the orders are completed and we ship the product to our customer. The sales breakdown for the three months ended June 30, 2016 is as follows:

North America 68%

Asia (Including Japan) 26%

 

Our gross margins for the three months ended June 30, 2016 were 50.5% as compared to 46.5% for the same period in 2015. The increase in gross margin is due to slightly materials and overhead costs incurred in the manufacturing process.

 

Selling, general and administrative expense for the three months ended June 30, 2016 increased by $32,002 or 15.7% over 2015 to $235,766 up from $203,764 for the same period in 2015. The increase is due to higher rent costs and professional fees.

 

Other expense for the three months ended June 30, 2016 was $5,048, an increase of $640 from $4,408 for the same period in 2015. The increase is not significant.

 

Net income for the three months ended June 30, 2016 was $85,039 compared to $304,271 for the same period in 2015. The decrease in net income was principally attributed to lower sales and higher selling, general and administrative costs.

 

For the six months ended June 30, 2016 compared to the six months ended June 30, 2015

 

		Six Months Ended June 30,				Change
		2016		2015		$		%
Sales	$	898,025	$	1,550,378	$	(652,353)		-42.1%
Cost of goods sold		449,948		799,591		(349,643)		-43.7%
Gross profit		448,077		750,787		(302,710)		-40.3%
Selling, general and administrative expenses		466,036		472,270		(6,234)		-1.3%
Income (loss) from operations		(17,959)		278,517		(296,476)		-106.4%
Other income (expense)		(9,816)		(9,142)		(674)		7.4%
Income (loss) before provision for income taxes		(27,775)		269,375		(297,150)		-110.3%
Provision for income taxes				-		-
Net income (loss)	$	(27,775)	$	269,375	$	(297,150)		-110.3%

 

Sales for the six months ended June 30, 2016 were $898,025 compared to $1,550,378 for the same period in 2015. The decrease of $652,353 or 42.1% is a result of a decrease in sales from our Optron and Overhoff subsidiaries of $54,327 and $598,026, respectively. The decrease in sales from our Overhoff and Optron subsidiaries was due to the timing of the completion of larger orders. In 2015 our Overhoff subsidiary had some large orders that were completed and shipped during the second quarter of 2015. We recognize revenue from the sale of our products when the orders are completed and we ship the product to our customer. The sales breakdown for the six months ended June 30, 2016 is as follows:

North America 67%

Asia (Including Japan) 27%

 

Our gross margins for the six months ended June 30, 2016 were 49.9% as compared to 48.4% for the same period in 2015. The increase in gross margin is due to slightly lower materials and overhead costs incurred in the manufacturing process.

 

Selling, general and administrative expense for the six months ended June 30, 2016 decreased by $6,234 or 1.3% over 2015 to $466,036 down from $472,270 for the same period in 2015. The decrease is not significant.

 

Other expense for the six months ended June 30, 2016 was $9,816, an increase of $674 from $9,142 for the same period in 2015. The increase is not significant.

 

Net loss for the six months ended June 30, 2016 was $27,775 compared to net income of $269,375 for the same period in 2015. The change was principally attributed to lower sales.

 

 Liquidity and Capital Resources

 

Our operations have historically been financed by our majority stockholder. As funds were needed for working capital purposes, our majority stockholder would loan us the needed funds. During the year ended December 31, 2015, our majority stockholder loaned the Company $243,293, $52,629 of which was repaid. During the six months ended June 30, 2016, we repaid $620 of the amount due to our majority stockholder and borrowed an additional $53,600. The additional borrowing were used to acquire certain assets of Electronic Control Concepts. We anticipate funds the growth of our business through the sales of shares of our common stock and loans from our majority stockholder if necessary.

 

At June 30, 2016, total assets increased by 12.4% to $3,930,908 from $3,498,619 at December 31, 2015 principally related to the acquisition of certain assets of Electronic Control Concepts and an increase in inventory.

 

At June 30, 2016, 2015, total liabilities increased by 56.0% to $1,181,942 from $757,479 at December 31, 2015 principally related to an increase in accounts payable, line of credit and note payable to stockholder, and the acquisition contingency and note payable incurred to acquire certain assets of Electronic Control Concepts.

 

Critical Accounting Policies

 

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States ("US GAAP"). US GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expenses amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

 

Income Taxes

 

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s consolidated financial statements.

 

We believe the following is among the most critical accounting policies that impact our consolidated financial statements. We suggest that our significant accounting policies, as described in our financial statements in the Summary of Significant Accounting Policies, be read in conjunction with this Management's Discussion and Analysis of Financial Condition and Results of Operations.

 

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

 

·

have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

 

·

comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

 

 

·

submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

 

·

disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

 

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

 

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

 

As an emerging growth company, the company is exempt from Section 14A and B of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.

 

The Company is an Emerging Growth Company under the JOBS Act of 2012, but the Company has irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(B) of the JOBS Act. 

 

Off-Balance Sheet Arrangements

 

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

  

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

None

 

Item 4.Controls and Procedures.

Evaluation of disclosure controls and procedures

Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we are responsible for conducting an evaluation of the effectiveness of the design and operation of our internal controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal quarter covered by this report.  Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.  Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of June 30, 2016.

Changes in internal controls

 

Our management, with the participation our Chief Executive Officer and Chief Financial Officer, performed an evaluation to determine whether any change in our internal controls over financial reporting occurred during the three-month period ended June 30, 2016.  Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company's internal controls over financial reporting during the six months ended June 30, 2016 that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

There are not presently any material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

Item 1A. Risk Factors

See our Form 10K filed on April 14, 2016 for Risk Factors.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The Company issued 142,403 shares of common stock in connection with the acquisition of certain assets of Electronic Control Concepts.

 

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

None.

 

Item 6. Exhibits. 

		Incorporated by reference
Exhibit	Exhibit Description	Filed herewith	Form	Period ending	Exhibit	Filing date
3.1	Certificate of Incorporation		10		3.1	02/14/2012
3.2	By-Laws		10		3.2	02/14/2012
3.3	Amendment to Certificate of Incorporation		8-K		3.3	05/29/2012
4.1	Specimen Stock Certificate		10		4.1	02/14/2012
10.1	Robert I. Goldstein Employment Agreement		10-Q		10.1	11/11/2014
10.2	Forgiveness of Debt and Conversion Agreement		10-Q		10.2	11/11/2014
31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
31.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
32.2	Certification pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
101.INS	XBRL Instance Document	X
101.SCH	XBRL Taxonomy Extension Schema Document	X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	X
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Definition	X

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

US Nuclear Corp
	By:	/s/ Robert Goldstein
		President, Chief Executive Officer, Chairman of the Board of Directors
	By:	/s/ Rachel Boulds
		Chief Financial Officer and Secretary

 

 

Date:  August 15, 2016