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x
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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¨
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Ohio
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31-1210318
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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Page No.
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|||
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PART
I. FINANCIAL
INFORMATION
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|||
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Item
1.
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Financial
Statements.
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3
|
|
|
Balance
Sheets as of March 31, 2009 (unaudited)
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|||
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and
December 31, 2008
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3
|
||
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Statements
of Operations for the Three Months
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|||
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Ended
March 31, 2009 and 2008 (unaudited)
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5
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||
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Statements
of Cash Flows for the Three Months
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|||
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Ended
March 31, 2009 and 2008 (unaudited)
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6
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Notes
to Financial Statements (unaudited)
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8
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||
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Item
2.
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Management's
Discussion and Analysis of Financial Condition and
|
||
|
Results
of Operations.
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14
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||
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Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk.
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N/A
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|
|
Item
4.
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Controls
and Procedures.
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19
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|
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PART
II. OTHER
INFORMATION
|
|||
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Item
1.
|
Legal
Proceedings.
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N/A
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|
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Item
1A.
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Risk
Factors
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N/A
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|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds.
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N/A
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|
|
Item
3.
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Defaults
Upon Senior Securities.
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N/A
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Item
4.
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Submission
of Matters to a Vote of Security Holders.
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N/A
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|
|
Item
5.
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Other
Information.
|
N/A
|
|
|
Item
6.
|
Exhibits.
|
21
|
|
|
Signatures.
|
21
|
||
|
March 31,
|
December 31,
|
|||||||
|
2009
|
2008
|
|||||||
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(UNAUDITED)
|
||||||||
|
CURRENT
ASSETS
|
||||||||
|
Cash
|
$ | 1,443,231 | $ | 1,399,050 | ||||
|
Accounts
receivable
|
||||||||
|
Trade,
less allowance for doubtful accounts of $ 15,753 and
$24,700
|
248,168 | 464,016 | ||||||
|
Contract
|
84,634 | 109,717 | ||||||
|
Other
|
7,891 | 3,423 | ||||||
|
Inventories
|
881,588 | 1,264,433 | ||||||
|
Prepaid
expenses
|
355,512 | 42,562 | ||||||
|
Total
current assets
|
3,021,024 | 3,283,201 | ||||||
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PROPERTY
AND EQUIPMENT, AT COST
|
||||||||
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Machinery
and equipment
|
4,865,664 | 4,192,516 | ||||||
|
Furniture
and fixtures
|
107,998 | 107,998 | ||||||
|
Leasehold
improvements
|
313,951 | 313,951 | ||||||
|
Construction
in progress
|
- | 144,682 | ||||||
| 5,287,613 | 4,759,147 | |||||||
|
Less
accumulated depreciation
|
(2,583,429 | ) | (2,469,030 | ) | ||||
| 2,704,184 | 2,290,117 | |||||||
|
OTHER
ASSETS
|
||||||||
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Deposits
|
24,953 | 29,002 | ||||||
|
Intangibles
|
34,273 | 34,254 | ||||||
|
Total
other assets
|
59,226 | 63,256 | ||||||
|
TOTAL
ASSETS
|
$ | 5,784,434 | $ | 5,636,574 | ||||
|
March 31,
|
December 31,
|
|||||||
|
2009
|
2008
|
|||||||
|
(UNAUDITED)
|
||||||||
|
CURRENT
LIABILITIES
|
||||||||
|
Capital
lease obligation, current portion
|
$ | 358,047 | $ | 285,408 | ||||
|
Note
payable, current portion
|
35,810 | 20,386 | ||||||
|
Accounts
payable
|
256,316 | 249,309 | ||||||
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Accrued
contract expenses
|
110,548 | 52,525 | ||||||
|
Customer
deposits
|
497,584 | 700,118 | ||||||
|
Accrued
compensation
|
83,763 | 94,167 | ||||||
|
Accrued
expenses and other
|
81,294 | 94,928 | ||||||
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Total
current liabilities
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1,423,362 | 1,496,841 | ||||||
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Capital
lease obligation, net of current portion
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934,013 | 622,769 | ||||||
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Note
payable, net of current portion
|
364,190 | 379,614 | ||||||
|
Total
liabilities
|
2,721,565 | 2,499,224 | ||||||
|
COMMITMENTS
AND CONTINGENCIES
|
- | - | ||||||
|
SHAREHOLDERS'
EQUITY
|
||||||||
|
Convertible
preferred stock, Series B, 10% cumulative, nonvoting, no par value, $10
stated value, optional redemption at 103%; 24,430 issued and
outstanding
|
379,754 | 373,647 | ||||||
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Common
stock, no par value, authorized 15,000,000 shares; 3,562,259 and 3,560,259
shares issued and outstanding respectively
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9,187,733 | 9,180,183 | ||||||
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Additional
paid-in capital
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1,204,578 | 985,396 | ||||||
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Accumulated
deficit
|
(7,709,196 | ) | (7,401,876 | ) | ||||
| 3,062,869 | 3,137,350 | |||||||
|
TOTAL
LIABILITIES AND SHAREHOLDERS' EQUITY
|
$ | 5,784,434 | $ | 5,636,574 | ||||
|
2009
|
2008
|
|||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||
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Net
loss
|
$ | (307,320 | ) | $ | (72,226 | ) | ||
|
Adjustments
to reconcile net loss to net cash provided (used) by operating
activities:
|
||||||||
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Depreciation
and accretion
|
116,054 | 92,302 | ||||||
|
Amortization
|
772 | 772 | ||||||
|
Stock
based compensation
|
231,290 | 14,313 | ||||||
|
Inventory
reserve
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6,000 | 3,000 | ||||||
|
Provision
for doubtful accounts
|
(8,947 | ) | - | |||||
|
Changes
in operating assets and liabilities:
|
||||||||
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(Increase)
decrease in assets:
|
||||||||
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Accounts
receivable
|
245,410 | (268,407 | ) | |||||
|
Inventories
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376,845 | (115,550 | ) | |||||
|
Prepaid
expenses
|
(312,950 | ) | (26,880 | ) | ||||
|
Other
assets
|
3,258 | (2,838 | ) | |||||
|
Increase
(decrease) in liabilities:
|
||||||||
|
Accounts
payable
|
7,007 | 158,989 | ||||||
|
Accrued
expenses and cutomer deposits
|
(170,205 | ) | (14,881 | ) | ||||
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Total
adjustments
|
494,534 | (159,180 | ) | |||||
|
Net
cash provided (used) by operating activities
|
187,214 | (231,406 | ) | |||||
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CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||
|
Purchases
of property and equipment
|
(60,116 | ) | (48,513 | ) | ||||
|
Net
cash used in investing activities
|
(60,116 | ) | (48,513 | ) | ||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
|
Proceeds
from exercise of common stock options
|
1,550 | 10,250 | ||||||
|
Proceeds
from exercise of common stock warrants
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- | 10,000 | ||||||
|
Principal
payments on capital lease obligations
|
(84,467 | ) | (68,917 | ) | ||||
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Net
cash used in financing activities
|
(82,917 | ) | (48,667 | ) | ||||
|
2009
|
2008
|
|||||||
|
NET
INCREASE (DECREASE) IN CASH
|
$ | 44,181 | $ | (328,586 | ) | |||
|
CASH
- Beginning of
period
|
1,399,050 | 1,182,086 | ||||||
|
CASH
- End of
period
|
$ | 1,443,231 | $ | 853,500 | ||||
|
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||
|
Cash
paid during the years for:
|
||||||||
|
Interest,
net
|
$ | 28,588 | $ | 26,602 | ||||
|
Income
taxes
|
$ | - | $ | - | ||||
|
SUPPLEMENTAL
DISCLOSURES OF NONCASH FINANCING ACTIVITIES
|
||||||||
|
Property
and equipment purchased by capital lease
|
$ | 468,350 | $ | 159,104 | ||||
|
Property
& equipment accrued asset retirement obligation
increase
|
$ | 1,656 | $ | 828 | ||||
|
SUPPLEMENTAL
DISCLOSURES OF NONCASH OPERATING ACTIVITIES
|
||||||||
|
Stock
based compensation expense
|
$ | 231,290 | $ | 14,313 | ||||
|
Note 1.
|
Business
Organization and Purpose
|
|
Note 2.
|
Summary
of Significant Accounting Policies
|
|
Note
2.
|
Summary
of Significant Accounting Policies
(continued)
|
|
Note
3.
|
Common
Stock and Stock Options
|
|
Stock
Options
|
Average
Exercise
Price
|
|||||||
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Outstanding
at December 31, 2007
|
343,250 | $ | 2.08 | |||||
|
Granted
|
21,000 | 3.10 | ||||||
|
Exercised
|
- | - | ||||||
|
Forfeited
|
(1,500 | ) | 3.10 | |||||
|
Outstanding
at December 31, 2008
|
362,750 | $ | 2.14 | |||||
|
Granted
|
450,000 | 6.00 | ||||||
|
Exercised
|
(1,000 | ) | 1.55 | |||||
|
Forfeited
|
(10,000 | ) | 3.10 | |||||
|
Outstanding
at March 31, 2009
|
801,750 | $ | 4.29 | |||||
|
Shares
exercisable at December 31, 2008
|
321,050 | $ | 2.00 | |||||
|
Shares
exercisable at March 31, 2009
|
365,050 | $ | 2.50 | |||||
|
Weighted
|
||||||||
|
Stock
Options
|
Average
Exercise Price
|
|||||||
|
Outstanding
at December 31, 2007
|
241,000 | $ | 2.51 | |||||
|
Granted
|
- | - | ||||||
|
Exercised
|
(7,500 | ) | 1.37 | |||||
|
Expired
|
- | - | ||||||
|
Forfeited
|
- | - | ||||||
|
Outstanding
at December 31, 2008
|
233,500 | $ | 2.54 | |||||
|
Granted
|
90,000 | 6.00 | ||||||
|
Exercised
|
- | - | ||||||
|
Expired
|
- | - | ||||||
|
Forfeited
|
- | - | ||||||
|
Outstanding
at March 31, 2009
|
323,500 | $ | 3.50 | |||||
|
Shares
exercisable at December 31, 2008
|
233,500 | $ | 2.54 | |||||
|
Shares
exercisable at March 31, 2009
|
263,500 | $ | 2.94 | |||||
|
Note
3.
|
Common
Stock and Stock Options
(continued)
|
|
Note
4.
|
Preferred
Stock
|
|
Note
5.
|
Inventory
|
|
March 31,
|
December
31,
|
|||||||
|
2009
|
2008
|
|||||||
|
(unaudited)
|
||||||||
|
Raw
materials
|
$ | 314,788 | $ | 299,750 | ||||
|
Work-in-progress
|
273,496 | 754,097 | ||||||
|
Finished
goods
|
348,347 | 259,629 | ||||||
|
Inventory
reserve
|
(55,043 | ) | (49,043 | ) | ||||
| $ | 881,588 | $ | 1,264,433 | |||||
|
Note
6.
|
Earnings
Per Share
|
|
Three
months ended March 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Loss
applicable to common shares
|
$ | (313,427 | ) | $ | (78,368 | ) | ||
|
Weighted
average common shares outstanding – basic
|
3,562,037 | 3,489,874 | ||||||
|
Effect
of dilutions - stock options
|
- | - | ||||||
|
Weighted
average shares outstanding – diluted
|
3,562,037 | 3,489,874 | ||||||
|
Note
7.
|
Capital
Requirements
|
|
Note
8.
|
Note
Payable
|
|
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)
|
|
Options and Warrants due to expire
|
Potential Shares Outstanding
|
|||||||
|
2009
|
160,418 | 3,722,677 | ||||||
|
2010
|
443,389 | 4,166,066 | ||||||
|
2011
|
62,500 | 4,228,566 | ||||||
|
2012
|
169,000 | 4,397,566 | ||||||
|
2013
|
30,500 | 4,428,066 | ||||||
|
2014
|
180,000 | 4,608,066 | ||||||
|
2015
|
140,000 | 4,748,066 | ||||||
|
2016
|
37,000 | 4,785,066 | ||||||
|
2017
|
- | 4,785,066 | ||||||
|
2018
|
9,500 | 4,794,566 | ||||||
|
2019
|
450,000 | 5,244,566 | ||||||
|
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
4.
|
Controls
and Procedures
|
|
Item
4.
|
Controls
and Procedures (continued)
|
|
Item
6.
|
Exhibits.
|
||
|
10.1
|
Description
of material terms of Stock Option Grant Agreements with the Company’s
Executive Officers and Board of Directors (Incorporated by reference to
the Company’s Current Report on Form 8-K, dated January 6,
2009).
|
||
|
10.2
|
Description
of material terms of a Promissory Note issued to The Huntington National
Bank (Incorporated by reference to the Company’s Current Report on Form
8-K, dated January 23, 2009).
|
||
|
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.*
|
||
|
32.2
|
Section
1350 Certification of Principal Executive Officer and Principal Financial
Officer.*
|
||
|
99.1
|
Press
Release dated May 5, 2009, entitled “SCI Engineered Materials, Inc.
Reports First Quarter 2009 Results.”
|
||
|
*
Filed with this report
|
|||
|
SCI
ENGINEERED MATERIALS, INC.
|
|
|
Date: May
5, 2009
|
/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:
May 5, 2009
|
/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;
|
|
|
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:
May 5, 2009
|
/s/ Gerald S. Blaskie
|
|
Gerald
S. Blaskie
|
|
|
Vice
President and Chief Financial Officer
|
|
|
(Principal
Financial Officer and Principal Accounting
Officer)
|
|
/s/
Daniel Rooney
|
|
|
Daniel
Rooney
|
|
|
Chairman
of the Board of Directors,
|
|
|
President
and Chief Executive Officer of
|
|
|
SCI
Engineered Materials, Inc.
|
|
|
(Principal
Executive Officer)
|
|
|
May
5, 2009
|
|
/s/
Gerald S. Blaskie
|
|
|
Gerald
S. Blaskie
|
|
|
Vice
President and Chief Financial Officer of
|
|
|
May
5, 2009
|