|
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
| For the quarterly period ended March 31, 2010 |
|
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
For
the transition period from
to
|
|
Ohio
|
31-1210318
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
Identification
No.)
|
|
Page
No.
|
|||
|
PART
I. FINANCIAL INFORMATION
|
|||
|
Item
1.
|
Financial
Statements.
|
||
|
Balance
Sheets as of March 31, 2010 (unaudited)
and December 31,
2009
|
3-4
|
||
|
Statements
of Operations for the Three Months
Ended March 31, 2010 and 2009
(unaudited)
|
5
|
||
|
Statements
of Cash Flows for the Three Months
Ended March 31, 2010 and 2009
(unaudited)
|
6-7
|
||
|
Notes
to Financial Statements (unaudited)
|
8
|
||
|
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and
Results
of Operations.
|
13
|
|
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk.
|
N/A
|
|
|
Item
4.
|
Controls
and Procedures.
|
19
|
|
| PART II. OTHER INFORMATION | |||
|
Item
1.
|
Legal
Proceedings.
|
N/A
|
|
|
Item
1A.
|
Risk
Factors
|
N/A
|
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds.
|
N/A
|
|
|
Item
3.
|
Defaults
Upon Senior Securities.
|
N/A
|
|
|
Item
4.
|
(Removed
and Reserved).
|
N/A
|
|
|
Item
5.
|
Other
Information.
|
N/A
|
|
|
Item
6.
|
Exhibits.
|
21
|
|
|
Signatures.
|
21
|
||
|
March
31,
|
December
31,
|
|||||||
|
2010
|
2009
|
|||||||
|
(UNAUDITED)
|
||||||||
|
CURRENT
ASSETS
|
||||||||
|
Cash
|
$ | 1,392,032 | $ | 1,107,216 | ||||
|
Accounts
receivable
|
||||||||
|
Trade,
less allowance for doubtful accounts of $ 15,753
|
615,228 | 539,398 | ||||||
|
Contract
|
169,553 | 19,714 | ||||||
|
Other
|
11,175 | 11,000 | ||||||
|
Inventories
|
1,071,162 | 1,031,777 | ||||||
|
Deferred
taxes
|
101,000 | 156,000 | ||||||
|
Prepaid
expenses
|
1,207,603 | 977,536 | ||||||
|
Total
current assets
|
4,567,753 | 3,842,641 | ||||||
|
PROPERTY
AND EQUIPMENT, AT COST
|
||||||||
|
Machinery
and equipment
|
4,944,525 | 4,933,855 | ||||||
|
Furniture
and fixtures
|
129,389 | 127,451 | ||||||
|
Leasehold
improvements
|
315,054 | 315,054 | ||||||
|
Construction
in progress
|
172,106 | 22,966 | ||||||
| 5,561,074 | 5,399,326 | |||||||
|
Less
accumulated depreciation
|
(2,985,552 | ) | (2,868,198 | ) | ||||
| 2,575,522 | 2,531,128 | |||||||
|
OTHER
ASSETS
|
||||||||
|
Deposits
|
23,882 | 21,909 | ||||||
|
Intangibles
|
40,585 | 41,358 | ||||||
|
Total
other assets
|
64,467 | 63,267 | ||||||
|
TOTAL
ASSETS
|
$ | 7,207,742 | $ | 6,437,036 | ||||
|
March
31,
|
December
31,
|
|||||||
|
2010
|
2009
|
|||||||
|
(UNAUDITED)
|
||||||||
|
CURRENT
LIABILITIES
|
||||||||
|
Capital
lease obligation, current portion
|
$ | 373,475 | $ | 363,270 | ||||
|
Note
payable, current portion
|
62,864 | 62,394 | ||||||
|
Accounts
payable
|
321,460 | 263,468 | ||||||
|
Customer
deposits
|
1,481,897 | 1,319,455 | ||||||
|
Accrued
compensation
|
104,864 | 67,863 | ||||||
|
Accrued
expenses and other
|
210,892 | 210,294 | ||||||
|
Total
current liabilities
|
2,555,452 | 2,286,744 | ||||||
|
Capital
lease obligation, net of current portion
|
719,423 | 738,750 | ||||||
|
Note
payable, net of current portion
|
301,326 | 317,219 | ||||||
|
Total
liabilities
|
3,576,201 | 3,342,713 | ||||||
|
COMMITMENTS
AND CONTINGENCIES
|
- | - | ||||||
|
SHAREHOLDERS'
EQUITY
|
||||||||
|
Convertible
preferred stock, Series B, 10% cumulative, nonvoting, no par value, $10
stated value, optional redemption at 103%; 24,297 issued
and outstanding
|
377,686 | 371,612 | ||||||
|
Common
stock, no par value, authorized 15,000,000 shares; 3,723,775 and 3,571,775
shares issued and outstanding respectively
|
9,590,299 | 9,209,424 | ||||||
|
Additional
paid-in capital
|
1,456,222 | 1,412,382 | ||||||
|
Accumulated
deficit
|
(7,792,666 | ) | (7,899,095 | ) | ||||
| 3,631,541 | 3,094,323 | |||||||
|
TOTAL
LIABILITIES AND SHAREHOLDERS' EQUITY
|
$ | 7,207,742 | $ | 6,437,036 | ||||
|
2010
|
2009
|
|||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||
|
Net
income (loss)
|
$ | 106,429 | $ | (307,320 | ) | |||
|
Adjustments
to reconcile net income (loss) to net cash provided by operating
activities:
|
||||||||
|
Depreciation
and accretion
|
119,010 | 116,054 | ||||||
|
Amortization
|
772 | 772 | ||||||
|
Stock
based compensation
|
53,663 | 231,290 | ||||||
|
Decrease
in deferred tax asset
|
55,000 | - | ||||||
|
Inventory
reserve
|
2,037 | 6,000 | ||||||
|
Provision
for doubtful accounts
|
- | (8,947 | ) | |||||
|
Changes
in operating assets and liabilities:
|
||||||||
|
(Increase)
decrease in assets:
|
||||||||
|
Accounts
receivable
|
(225,843 | ) | 245,410 | |||||
|
Inventories
|
(41,422 | ) | 376,845 | |||||
|
Prepaid
expenses
|
(230,067 | ) | (312,950 | ) | ||||
|
Other
assets
|
(1,972 | ) | 3,258 | |||||
|
Increase
(decrease) in liabilities:
|
||||||||
|
Accounts
payable
|
57,992 | 7,007 | ||||||
|
Accrued
expenses and customer deposits
|
198,384 | (170,205 | ) | |||||
|
Total
adjustments
|
(12,446 | ) | 494,534 | |||||
|
Net
cash provided by operating activities
|
93,983 | 187,214 | ||||||
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||
|
Purchases
of property and equipment
|
(75,086 | ) | (60,116 | ) | ||||
|
Net
cash used in investing activities
|
(75,086 | ) | (60,116 | ) | ||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
|
Proceeds
from exercise of common stock options
|
2,125 | 1,550 | ||||||
|
Proceeds
from exercise of common stock warrants
|
375,000 | - | ||||||
|
Principal
payments on capital lease obligations and note payable
|
(111,206 | ) | (84,467 | ) | ||||
|
Net
cash provided by (used in) financing activities
|
265,919 | (82,917 | ) | |||||
|
2010
|
2009
|
|||||||
|
NET
INCREASE IN CASH
|
$ | 284,816 | $ | 44,181 | ||||
|
CASH
- Beginning of
period
|
1,107,216 | 1,399,050 | ||||||
|
CASH
- End of
period
|
$ | 1,392,032 | $ | 1,443,231 | ||||
|
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||
|
Cash
paid during the years for:
|
||||||||
|
Interest,
net
|
$ | 21,822 | $ | 28,588 | ||||
|
Income
taxes
|
$ | 150 | $ | 150 | ||||
|
SUPPLEMENTAL
DISCLOSURES OF NONCASH FINANCING ACTIVITIES
|
||||||||
|
Property
and equipment purchased by capital lease
|
$ | 86,661 | $ | 468,350 | ||||
|
Property
& equipment accrued asset retirement obligation
increase
|
$ | 1,656 | $ | 1,656 | ||||
|
SUPPLEMENTAL
DISCLOSURES OF NONCASH OPERATING ACTIVITIES
|
||||||||
|
Stock
based compensation
|
$ | 53,663 | $ | 231,290 | ||||
|
|
The
accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United
States of America for interim financial information and with instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by
accounting principles generally accepted in the United States of America
for complete financial statements. In the opinion of
management, all adjustments considered necessary for fair presentation of
the results of operations for the periods presented have been
included. The financial statements should be read in
conjunction with the audited financial statements and the notes thereto
for the year ended December 31, 2009. Interim results are not
necessarily indicative of results for the full
year.
|
|
|
The
preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities 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.
|
|
Note
3.
|
Common
Stock and Stock Options
|
|
Weighted
|
||||||||
|
Average
|
||||||||
|
Stock
Options
|
Exercise
Price
|
|||||||
|
Outstanding
at December 31, 2008
|
362,750 | $ | 2.14 | |||||
|
Granted
|
450,000 | 6.00 | ||||||
|
Exercised
|
(6,250 | ) | 2.03 | |||||
|
Forfeited
|
(10,250 | ) | 3.05 | |||||
|
Outstanding
at December 31, 2009
|
796,250 | $ | 4.31 | |||||
|
Granted
|
- | - | ||||||
|
Exercised
|
- | - | ||||||
|
Forfeited
|
(500 | ) | 2.13 | |||||
|
Outstanding
at March 31, 2010
|
795,750 | $ | 4.31 | |||||
|
Shares
exercisable at December 31, 2009
|
369,325 | $ | 2.52 | |||||
|
Shares
exercisable at March 31, 2010
|
413,825 | $ | 2.90 | |||||
|
Note
3.
|
Common
Stock and Stock Options (continued)
|
|
Weighted
|
||||||||
|
Average
|
||||||||
|
Stock
Options
|
Exercise Price
|
|||||||
|
Outstanding
at December 31, 2008
|
233,500 | $ | 2.54 | |||||
|
Granted
|
90,000 | 6.00 | ||||||
|
Exercised
|
(4,000 | ) | 2.13 | |||||
|
Expired
|
- | - | ||||||
|
Forfeited
|
- | - | ||||||
|
Outstanding
at December 31, 2009
|
319,500 | $ | 3.52 | |||||
|
Granted
|
- | - | ||||||
|
Exercised
|
(1,000 | ) | 2.13 | |||||
|
Expired
|
(1,000 | ) | 2.13 | |||||
|
Forfeited
|
- | - | ||||||
|
Outstanding
at March 31, 2010
|
317,500 | $ | 3.53 | |||||
|
Shares
exercisable at December 31, 2009
|
259,500 | $ | 2.95 | |||||
|
Shares
exercisable at March 31, 2010
|
287,500 | $ | 3.27 | |||||
|
Note
4.
|
Preferred
Stock
|
|
Note
5.
|
Inventory
|
|
|
Inventory
is comprised of the following:
|
|
March 31,
|
December
31,
|
|||||||
|
2010
|
2009
|
|||||||
|
(unaudited)
|
||||||||
|
Raw
materials
|
$ | 392,118 | $ | 371,060 | ||||
|
Work-in-progress
|
519,688 | 506,288 | ||||||
|
Finished
goods
|
210,989 | 204,026 | ||||||
|
Inventory
reserve
|
(51,633 | ) | (49,597 | ) | ||||
| $ | 1,071,162 | $ | 1,031,777 | |||||
|
Note
6.
|
Earnings
Per Share
|
|
|
Basic
income (loss) per share is calculated as income (loss) available to common
stockholders divided by the weighted average of common shares
outstanding. Diluted earnings per share is calculated as
diluted income available to common stockholders divided by the diluted
weighted average number of common shares. Diluted weighted
average number of common shares has been calculated using the treasury
stock method for Common Stock equivalents, which includes Common Stock
issuable pursuant to stock options and Common Stock
warrants. At March 31, 2009 all common stock options and
warrants were anti-dilutive due to the net loss. The following
is provided to reconcile the earnings per share
calculations:
|
|
Three
months ended March 31,
|
||||||||
|
2010
|
2009
|
|||||||
|
Income
(loss) applicable
|
||||||||
|
to common
shares
|
$ | 100,355 | $ | (313,427 | ) | |||
|
Weighted
average
|
||||||||
|
common
shares
|
||||||||
|
outstanding
– basic
|
3,711,942 | 3,562,037 | ||||||
|
Effect
of dilutions -
|
||||||||
|
options
and warrants
|
157,641 | - | ||||||
|
Weighted
average
|
||||||||
|
shares
outstanding –
|
||||||||
|
diluted
|
3,869,583 | 3,562,037 | ||||||
|
|
·
|
At
no time shall the outstanding balance of the principal sum of the
Revolving Loan exceed the lesser of (1) $500,000 or (2) an amount equal to
the sum of 80% of Eligible Accounts plus the lesser of (A) 50% of Eligible
inventory or (B) $200,000.
|
|
|
·
|
Interest
on the Note is subject to change from time to time based on changes in an
independent index, which is the LIBO rate. The index at the
inception of the Note was 0.235% per annum. The interest rate
to be applied to the unpaid principal balance during this Note will be at
a rate of 2.75 percentage points over the
index.
|
|
|
·
|
All
accrued interest is payable monthly. The outstanding principal
and accrued interest owed on the Note matures on January 15,
2011.
|
|
2009
|
2008
|
|||||||
|
Federal – deferred
|
$ | 55,000 | $ | - | ||||
|
State and local
|
6,698 | 287 | ||||||
| $ | 61,698 | 287 | ||||||
|
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
|
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and Results of Operations
(continued)
|
|
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and Results of Operations
(continued)
|
|
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and Results of Operations
(continued)
|
|
|
Income
tax expense for the three months ended March 31, 2010 was $61,698 compared
to $287 for the three months ended March 31, 2009. The deferred
tax benefit of $156,000 at December 31, 2009 was reduced by $55,000 during
the first quarter of 2010 to account for usage of prior net operating
losses against current year income.
|
|
|
INCOME
(LOSS) APPLICABLE TO COMMON SHARES
|
|
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and Results of Operations
(continued)
|
|
Options and Warrants due to expire
|
Potential Shares Outstanding
|
|||||||
|
2010
|
442,057 | 4,165,832 | ||||||
|
2011
|
62,500 | 4,228,332 | ||||||
|
2012
|
169,000 | 4,397,332 | ||||||
|
2013
|
30,250 | 4,427,582 | ||||||
|
2014
|
180,000 | 4,607,582 | ||||||
|
2015
|
140,000 | 4,747,582 | ||||||
|
2016
|
37,000 | 4,784,582 | ||||||
|
2017
|
- | 4,784,582 | ||||||
|
2018
|
9,500 | 4,794,082 | ||||||
|
2019
|
450,000 | 5,244,082 | ||||||
|
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and Results of Operations
(continued)
|
|
|
We
desire to take advantage of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. The following
factors, as well as the factors listed under the caption “Risk Factors” in
our Form 10-K filed with the Securities and Exchange Commission on
February 17, 2010, have affected or could affect our actual results and
could cause such results to differ materially from those expressed in any
forward-looking statements made by us. Investors should
consider carefully these risks and speculative factors inherent in and
affecting our business and an investment in our common
stock.
|
|
|
Historically
we have experienced significant operating losses and may continue to do so
in the future.
|
|
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and Results of Operations
(continued)
|
|
Item
6.
|
Exhibits.
|
|
|
10.1
|
Description
of exercise of 150,000 common stock warrants (Incorporated by reference to
the Company’s Current Report on Form 8-K, dated January 8,
2010).
|
|
|
31.1
|
Rule
13a-14(a) Certification of Principal Executive
Officer.*
|
|
|
31.2
|
Rule
13a-14(a) Certification of Principal Financial
Officer.*
|
|
|
32.1
|
Section
1350 Certification of Principal Executive Officer and Certification of
Principal Financial Officer and Principal Accounting
Officer.*
|
|
|
99.1
|
Press
Release dated April 29, 2010, entitled “SCI Engineered Materials, Inc.
Reports Significantly Improved First Quarter 2010
Results.”
|
|
|
*
Filed with this
report
|
||
|
SCI
ENGINEERED MATERIALS, INC.
|
|
|
Date: April
29, 2010
|
/s/ Daniel Rooney
|
|
Daniel
Rooney, Chairman of the Board of Directors, President and Chief Executive
Officer
|
|
|
(Principal
Executive Officer)
|
|
|
/s/ Gerald S. Blaskie
|
|
|
Gerald
S. Blaskie, Vice President and Chief Financial Officer
|
|
|
(Principal
Financial Officer and Principal Accounting
Officer)
|
|
|
1.
|
I
have reviewed this Quarterly Report on Form 10-Q of SCI Engineered
Materials, Inc.;
|
|
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
|
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
|
|
4.
|
The
registrant’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f) for the registrant and
have:
|
|
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
|
b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
|
c)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
|
|
d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
|
|
5.
|
The
registrant’s other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
|
|
a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
|
|
b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
|
Date:
April 29, 2010
|
/s/ Daniel Rooney
|
|
Daniel
Rooney
|
|
|
Chairman
of the Board of Directors,
|
|
|
President
and Chief Executive Officer
|
|
|
(Principal
Executive Officer)
|
|
|
1.
|
I
have reviewed this Quarterly Report on Form 10-Q of SCI Engineered
Materials, Inc.;
|
|
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
|
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
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4.
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The
registrant’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f) for the registrant and
have:
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a)
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Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
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b)
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Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
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c)
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Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
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d)
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Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
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5.
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The
registrant’s other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
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a)
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All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
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b)
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Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
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Date:
April 29, 2010
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/s/ Gerald S. Blaskie
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