EX-99.2 3 notv-20210927xex99d2.htm EX-99.2

Exhibit 99.2

HistoTox Labs, Inc.

Financial Statements (unaudited)

March 31, 2021


HistoTox Labs, Inc.

Balance Sheet (unaudited)

March 31, 2021

March 31, 2021

December 31, 2020

Assets

Current assets:

Cash

$

665,078

$

923,781

Accounts receivable

1,581,280

1,157,426

Right of use asset - operating

1,176,711

1,218,109

Unbilled revenue

10,509

8,562

Total current assets

3,433,578

3,307,878

Long-term assets:

Property and equipment, net

3,126,268

3,130,010

Security deposit

25,124

25,124

Total long-term assets

3,151,392

3,155,134

Total assets

$

6,584,970

$

6,463,012

Liabilities and Stockholder's Equity

Current liabilities:

Accounts payable

$

132,904

$

262,356

Accrued liabilities

427,000

380,355

Deferred revenue

561,780

457,646

Lease liability - operating, current portion

207,891

214,348

Long-term debt, current portion

144,524

497,980

Total current liabilities

1,474,099

1,812,685

Lease liability - operating, non-current portion

1,441,956

1,486,746

Long-term debt, non-current portion

116,290

400,696

Total liabilities

3,032,345

3,700,127

Common stock, no par value: 10 shares authorized, issued and outstanding

10

10

Retained earnings

3,552,615

2,762,875

Total stockholder's equity

3,552,625

2,762,885

Total liabilities and stockholder's equity

$

6,584,970

$

6,463,012


HistoTox Labs, Inc.

Statement of Operations (unaudited)

For the Quarter Ended March 31, 2021

Revenues, net

    

$

2,624,507

Cost of revenues

405,750

Gross profit

2,218,757

Operating expenses

Salaries, wages, and employee benefits

1,032,302

General and administrative

378,637

Depreciation and amortization expense

189,591

Selling expenses

9,046

Total operating expenses

1,609,576

Income from operations

609,181

Other income (expense)

Other income

357,500

Interest (expense)

(4,681)

Total other (expense)

352,819

Net income

$

962,000


HistoTox Labs, Inc.

Statement of Changes in Stockholder’s Equity (unaudited)

For the Quarter Ended March 31, 2021

Common Stock

Retained

Stockholder's

    

Shares

    

Amount

    

Earnings

    

Equity

Balance, December 31, 2020

10

$

10

$

2,762,875

$

2,762,885

Distributions to stockholder

(172,260)

(172,260)

Net income

962,000

962,000

Balance, March 31, 2021

10

$

10

$

3,552,615

$

3,552,625


HistoTox Labs, Inc.

Statement of Cash Flows (unaudited)

For the Quarter Ended March 31, 2021

Cash flows from operating activities:

    

Net income

$

962,000

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

Depreciation and amortization expense

189,591

PPP loan forgiveness

(357,500)

Changes in assets and liabilities:

Accounts receivable

(423,854)

Unbilled revenue

(1,947)

Accounts payable

(129,452)

Accrued liabilities

36,795

Deferred revenue

104,134

Net cash provided by operating activities

379,767

Cash flows from investing activities:

Cash paid for the purchase of property and equipment

(185,848)

Net cash (used in) investing activities

(185,848)

Cash flows from financing activities:

Principal payments on long-term debt

(280,362)

Distributions to stockholder

(172,260)

Net cash (used in) financing activities

(452,622)

Net change in cash during the year

(258,703)

Cash - beginning of year

923,781

Cash - end of quarter

$

665,078

Supplemental information:

Cash paid for interest expense

$

4,681


HistoTox Labs, Inc.

Notes to the Financial Statements

March 31, 2021 and December 31, 2020

1 - Description of the Business and Basis of Presentation

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

The Company has prepared the accompanying unaudited interim condensed financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles (“GAAP”), and therefore should be read in conjunction with the Company’s audited financial statements, and the notes thereto, included in the Company’s annual financial statements for the year ended December 31, 2020. In the opinion of management, the condensed financial statements as of and for three months ended March 31, 2021 include all adjustments which are necessary for a fair presentation of the results of the interim periods and of the Company’s financial position as of March 31, 2021.

2 - Debt

The Company finances the purchase of various vehicles and equipment in the ordinary course of operations. As of March 31, 2021, the notes bore interest at fixed rates ranging from 4.95% to 7.99%. The notes require monthly principal and interest payments ranging from $1,439 to $26,621 with maturity dates ranging from May 2021 to December 2026, respectively, as of March 31, 2021. The notes are secured by the underlying asset, as defined in each respective note agreement. The principal amounts due on the equipment and vehicle notes were $260,814 as of March 31, 2021.

PPP Loan

On April 15, 2020, the Company entered into a Paycheck Protection Program ("PPP") loan agreement with an original principal balance of $357,500 and a fixed interest rate of 1.00%. On February 23, 2021, all outstanding principal and accrued interest was forgiven by the government and was recorded as a gain in the statement of operations. As of March 31, 2021, the outstanding principal balance was zero.

Line of Credit

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

3 - Related Party Transactions

The Company outsources services from HTL Clinical, LLC ("HTL"), a company related through common ownership. Effective August 19, 2019, the Company and HTL entered into promissory note agreement with an original principal amount of $350,000. Accordingly, the Company is jointly and severally liable with HTL on amounts due to the lender. The promissory note bears interest at a fixed rate of 6.00% per annum and calls for monthly principal and interest payments of $9,274 through maturity on February 19, 2023. Effective March 19, 2021, the promissory note agreement with the lender was amended and the Company was removed as a co-obligor and accordingly, has no future obligation related to this arrangement. The Company engaged in business activity with HTL during the quarter, however, the amount due to HTL was zero as of March 31, 2021.


4 - Subsequent Events

On April 13, 2021, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Inotiv, Inc., an Indiana corporation (the “Inotiv”). On April 30, 2021, the Company closed the transactions contemplated by the Purchase Agreement, transferring substantially all of the assets of the Company used or useful by the Company in connection with the Company’s business of non-clinical consulting, laboratory and strategic support services and products related to routine and specialized histology, immunohistology, histopathology and image analysis/digital pathology. Consideration for the acquisition consisted of $22.3 million in cash.