Table of Contents

Table of Contents

PART I

Introduction

SCI Engineered Materials, Inc. (“SCI”, “we” or the “Company”), an Ohio corporation, was incorporated in 1987. We operate in one segment as a global supplier and manufacturer of advanced materials for Physical Vapor Deposition (“PVD”) Thin Film Applications.thin film applications. We are focused on markets within the PVD industry including Photonics, Solar, Aerospace, Automotive, Defense, Glass, Optical Coatings, and Transparent Electronics.Solar. Substantially all revenues are generated from customers with multi-national operations. ThroughThe Company develops innovative customized solutions enabling commercial success through collaboration with end users and Original Equipment Manufacturers the Company develops innovative customized solutions enabling commercial success.Manufacturers.

History of the Company

The late Dr. Edward Funk, Sc.D., and his late wife Ingeborg founded SCI in 1987. Dr. Funk, formerly a Professor of Metallurgy at The Ohio State University and a successful entrepreneur, envisioned significant market potential for the then newly discovered High Temperature Superconductivity (“HTS”) material YBCO (T_c of 90^o K). Our first product was a 99.999% pure, co-precipitated YBCO 1-2-3 powder. Over the years we expanded our product line by adding other High T_c Powders, sintered shapes, single crystal substrates, and non-superconducting sputtering targets. At this time, we are not pursuing this market, but these early years of development are the foundation on which our material science experience is built.

We opened a subdivision, Target Materials Inc. (“TMI”), in 1991 to supply the increasing worldwide demand for sputtering and laser ablation targets. We became a full-service manufacturer of high-performance thin film materials, providing a wide selection of metals, ceramics, and alloys for sputtering targets, evaporation sources, and other PVD applications. We served the Research and Development market as well as the Industrial and Decorative Coating markets. During this time, we began to manufacture targets for the photovoltaic, flat panel display, and semiconductor industries.

SCI and TMI were merged in 2002. We continued to manufacture complex ceramic, metal, and alloy products for the photonic, photovoltaic, media storage, flat panel display, and semiconductor industries.

The Company’s name was changed to SCI Engineered Materials, Inc. from Superconductive Components, Inc. in 2007 to reflect its expanded market focus.

In January 2017, we received ISO 9001:2015 registration, an internationally recognized quality standard. We received ISO 9001:2008 registration in April 2010 and prior to April 2010that time we were ISO 9001:2000 registered.

Throughout much of our history, we have conducted funded research primarily under grants from entities such as the Department of Energy, the National Science Foundation, NASA, and the Ohio Development Services Agency. These activities are generally limited to funded research that is consistent with our focus on near term commercial applications in our principal markets.

For more than three decades we have been developing considerable expertise in the development and manufacturing ramp-up of innovative materials, such as Transparent Conductive Oxides (TCO)s. The Company is committed to finding further growth and is pursuing opportunities that can benefit from this expertise. Today, we serve a diverse base of domestic and multi-national corporations, universities, and leading research institutions. We actively seek to partner with organizations to provide solutions for difficult material challenges.

Business

We are a supplier of materials to the PVD industry. Our customersCustomers need our materials to produce nano layers of metals and oxides for advanced material systems. Applications for PVD coatings range from everyday items to complex computer processors. Every day applications include automotive, transparent anti-scratch coatings on eyeglasses, coatings on kitchen faucets, as well as low emissivity glass for household windows.windows and commercial buildings. More technically advanced applications for our products include semiconductors, thin film solar, flat panel displays, defense, aerospace, and photonics.

We continue to pursue niche opportunities where our core competencies give us an advantage and that complement our manufacturing capabilities.capabilities allowing us to enter new markets with minimal capital investment. This disciplined approach enables us to focus on those opportunities that are the best fit for our capabilities and offer the greatest long-term return. Considerations include our core strengths, resource requirements, and time-to-market.

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The Photonics currentlyindustry includes a number of diverse markets which represents the largest marketbest fit for our materials.applications. We and our customers are continually identifying new materials that improve the utility of optical coatings. This includes improvements in their ability to focus, filter or reflect light, all of which increase the potential demand for the types and amountsvolume of products we sell in this market. Photonic applications continue to expand as new methods are found to manipulate light waves to enhance the various applications.

In 2018, we began to supply target materials to the roll-to-roll coating industry. Roll to rollRoll-to-roll PVD coating is an emerging market in which intermediate manufacturers use our advanced materials to coat flexible substrates for a wide range of applications. In a roll-to-roll coating system, multiple layers of differentvaried materials can be deposited over large areas on flexible substrates without costly down time associated with breaking vacuum.disrupting the vacuum manufacturing process. These coated substrates can be used as standalone products in high volume consumer goods or can be laminated into electronic and optical components such as solar panels, architectural glass and displays. Our rotatable bonding technology, compounded with our material development capabilities, position us well in this emerging market for potential growth.

In December 2018, we announced plans to bond solar products in China beginning approximately mid-year 2019. This was established pursuant to a joint agreement with publicly owned Konfoong Materials International Co., LTD (KFMI). This arrangement was intended to enable us to especially provide an advantage to solar customers in China and enhance our access to this growing market. Due to external factors beyond the Company’s control, the facility has not produced finished products for customers in China as of December 31, 2020.

We continue to invest in developing new products for all currentSCI’s chosen markets with emphasis on accelerating time to market.

For the year ended December 31, 2020,2022, we had total revenue of $10,896,099. This was a decrease of $2,054,288 or 15.9%$23,467,030 compared to 2019. Total revenue was adversely impacted by lower$13,448,021 for the year ended December 31, 2021.  Higher pricing, primarily attributable to increased raw material costs, higher volume and COVID-19 related issues comparedproduct mix were key factors that contributed to 2019.

the increase.  

Our largest customer represented approximately 75%73% of total revenues in 20202022 and 72%63% in 2019.2021. This year-over-year increase was attributable to the factors noted above including additional products.

Marketing and Sales

Europe and Asia, as well as the Americas, have high demand for sputtering targets. We continue to seek ways to expand our global marketing reach. We use various distribution channels to reachfor specific end user markets includingthrough direct sales by our employees and independent distributors and manufacturers’ representatives for international markets. We have manufacturer’s representatives in the Chinese, Korean and Taiwanese markets. Also, the internet provides tremendous opportunities for us to reach for new customers to be able to identify us as a source of theirwith compatible product needs.

Our corporate website is www.sciengineeredmaterials.com.www.sciengineeredmaterials.com. The website is designed to serve customers, suppliers, and investors with additional information in an easy-to-use format and includes expanded mobile access. There are also social media components, including LinkedIn®, Facebook®, and Twitter® to enhance the Company’s visibility and communication with all stakeholders.customers and shareholders. For customers and suppliers, there is also expanded information about our product focus as well as a library of detailed product data sheets that continues to be updated. Investors can access current and archived information about the Company utilizing multiple electronic platforms.

Ceramics

We are capable of producing ceramic powders via several different processing techniques including solid state and precipitation. Ceramic targets can also be produced in a variety of ways depending on the end user applications. Production techniques include sintering, cold isostatic pressing and hot pressing.

Most of our products are manufactured from component chemicals and metal oxides supplied by various vendors.  We have also identified several suppliers that are capable of minimizing potential disruption in our business.

Metals

In addition to the ceramic targets previously mentioned, we produce metal sputtering targets and backing plates. The targets are often bonded to the backing plates for applicationapplications in the PVD industry. These targets can be produced by casting, hot pressing and machining of metals and metal alloys depending on the application.

Applications for metal targets are highly varied ranging from applying decorative coatings for end uses such as sink faucets to the production of various electronic, photonic and semiconductor products.

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We purchase various metals of reasonable high purity (often above 99.9%) for our applications. We are not dependent on a singlesole source for these metals and do not believe losing a vendor would materially affect our business.

We have continually added production processes and testing equipment to enable us to manufacture and qualify many product compositions that can be used as PVD materials.applications by end users and Original Equipment Manufacturers.

Competition

We have several domestic and international competitors in both the ceramic and metal fields. Many of them have resources far in excess of our resources.fields, including Vacuum Engineering & Materials, Process Materials, Inc., Tosoh, and Kurt Lesker are competing suppliers ofMaterion, who also supply targets.

Suppliers

Principal suppliers in 20202022 were Johnson Matthey, Rhenium Alloys, and Six Nine Metals and Silicon-HQ.Metals. In every case, we have established alternate vendors that can be used to ensure availability of required materials. As volume grows, we may enter into alliances or purchasing contracts with these or other vendors.

Research and Development

We continue to invest in developing new applications for our markets including electrically conductive Zinc Tin Oxide for Solar, Architectural Glass, and Thin-Film Transistors. Specialty materials are being researched for use in niche markets such as additive manufacturing. Our development efforts utilize a disciplined innovation approach focused on accelerating time to market for these applications and involve ongoing research and development expense. We are developing sputtering targets for transparent electronic applications, which could be used to produce transparent thin film transistors via PVD processing.

We have ongoing development for product improvements and new Transparent Conductive Oxide for solar and wide area coating applications. Much of the development for these new products is based on doping zinc oxide (ZnO). We have developed considerable expertise working with ZnO from our aluminum zinc oxide (AZO) development. We are also developing a dielectric material for semiconductor applications. We focus our research and development efforts in areas that build on our core competencies.

We are working with customers through product trials and qualifications. We continue to invest in developing new products for all our markets including transparent conductive oxide systems for the solar and display markets as well as with our transparent electronic products.

We may seek funded research opportunities within our core competencies that maintain and expand technical understanding within our company.

We have certain proprietary knowledge and trade secrets related to the manufacture of metal and metal oxide PVD materials. This includes specific patents directly related to our products and market focus (see Intellectual Property section below).

New Product Initiatives

We are committed to the expansion ofincreasing our core competencies intoin growth areas through continued explorationdevelopment of our current well-establishedinnovative applications, continuing to pursue stronger customer relationships, and other burgeoningentry into compatible niche markets. We continue to develop target materials for the solar market in partnership with both original equipment manufacturers and solar cell panel fabricators.

In addition,Building on more than three decades of materials science expertise, we have developed Zinc Magnesiumseveral new applications for select markets.  For example, we recently achieved commercial success with an electrically conductive Molybdenum Oxide material that led to initial development of a commercially feasible rotary target with similar properties.  Molybdenum Oxide is used in photovoltaic and Zinc Tin Oxide materials that may be usedoptoelectronic markets which value rotary target geometry in their commercial processes.  We have a patent pending on our high-power density bond process which has been initially well received by customers in the aerospace industry.

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Utilizing our expertise in Vacuum Hot Pressing we are exploring additional defense applications for domestically manufactured Boron Carbide Armor. This same formulation also has potential use in controlling fuel rods in nuclear reactors as a buffer layer material in CIGS solar cells.well as radiation protection. We are also exploring material applications, such as tungsten and molybdenum, in differingmultiple manufacturing areas that can capitalize on our expertise and industry relationships. Additional product solutions involve materials such as tungsten and molybdenum.

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Consistent with our growth strategy, we have also identified niche markets that can benefit from our expertise in custom powder solutions, such as near infrared doped phosphors and short-wave infrared applications. These applications enable extended life of phosphors for specific nighttime identification needs of defense personnel and first responders.

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Our research and development team includes a Ph.D. with a degree in Material Science. This knowledge base is integral to thebenefits our achievement of innovative product solutions. Thesolutions and new applications inthrough collaboration with customers, which we are involved requirerequires a deeper understanding than strictlybeyond material properties. Our team provides knowledge in the areas of optical and electrical properties infor these applications.

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Intellectual Property

Our patent titled “Process for the removalRemoval of contaminantsContaminants from sputtering target substrates”Sputtering Target Substrates” (US Patent No. 10,138,545 B2) was issued on November 27, 2018. This provides a process for the removal of contaminants on a spent sputtering target used in Plasma Vapor Deposition.

We have the rights to multiple patents for technology related to the application of Zinc Oxide based Transparent Conductive Oxide in Displays. Our patent titled “Display havingHaving a transparent conductive oxide layer comprising metal doped zinc oxide appliedTransparent Conductive Oxide Layer Comprising Metal Doped Zinc Oxide Applied by sputtering”Sputtering” (US patent No. 9,927,667) was issued on March 27, 2018; a related patent having the same title was issued on April 7, 2020 (US Patent No. 10,613,397), and we have a corresponding patent issued in Sweden. The transparent conductive oxides (TCOs) we developed in these patents have excellent electro-optical performance, high transmittance, high conductivity, and good chemical resistance. These patents have various applications that include LCDs, micro-LED, OLED, smart windows and mirrors, AR/VR goggles, e-papers, and wearable electronics. Our clients, in relevant applications, are entitled to use the patent number when referring to the devices covered by the patent and benefit from it. We believe the TCOs claimed and protected in these patents have wide and innovative applications which can put SCI in a unique position in the market as well as bring us additional business opportunities.

We also have an additional Patent Cooperation Treaty (PCT) patent application pending in the US Patent and Trademark Office relating to specific technology that protects our processes used in achieving superior bonding in planar and rotatable targets. Wetargets which we intend to fileprosecute to issuance.

During 2016 we were granted a regular application, or applications, claiming priority to this application in a timely manner to claimfederal trademark registration for “SCI Engineered Materials”. We have additional rights in the U.S.common law trademarks and other jurisdictions.

services marks, as well as in our branding properties, including our blue logo.

We have hadrely on a combination of patent (now expired) for Fine-Particle Bi-Sr-Ca-Cu-O Having High Phase Purity made by a Chemical Precipitation and Low-Pressure Calcination method fromtrademark law, license agreements, internal procedures, and nondisclosure agreements to protect our intellectual property; however, it should be noted that these measures may be invalidated, circumvented, or challenged. In addition, the laws of some foreign countries in which our products may be produced or sold may not protect our intellectual property rights to the same extent as the laws of the United States Patent and Trademark Office. We also have received a patent (also expired) for a process to join two individual, strongly linked super-conductors utilizing a melt processing technique.

States.

In the future, we may submit additional patent applications covering various inventions which have been developed by us. BecauseAlthough we cannot be guaranteed that these submissions will result in the issuance of patent. For example, the publication of U.S. patent applications can be delayed for up to one year, theyand tend to lag actual discoveries, and so that we may not be the first creator of inventions covered by pending patent applications or the first to file patent applications for such inventions. Additionally, other parties may independently develop similar technologies, duplicate our technologies or, if patents are issued to us or rights licensed by us, they may design around the patented aspects of any technologies we have developed or licensed.

We rely on a combination of patent and trademark law, license agreements, internal procedures, and nondisclosure agreements to protect our intellectual property, which may be invalidated, circumvented, or challenged. In addition, the laws of some foreign countries in which our products may be produced or sold may not protect our intellectual property rights to the same extent as the laws of the United States.

Employees

We had 21 and 22 full-time employees as of December 31, 20202022, and 2019, respectively.2021. One of these employees holds a PhD in Material Science. We have never experienced a work stoppage and consider our relations with employees to be good. The employees do not have a bargaining unit. We are committed to continuing to provide an open and accountable workplace where employees feel empowered to speak up and raise issues. With this in mind, we provide multiple channels to communicate, ask for guidance, and report concerns. We also provide employees with paid time off to volunteer in local communities. We are committed to creating value for our communities including volunteerism and advocacy, and by operating our business in a socially and environmentally responsible way.  

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Environmental Matters

We handle all materials according to federal, state, and local environmental regulations and include Safety Data Sheets (SDS) with all shipments to customers. We maintain a collection of SDS sheets for all raw materials used in the manufacture of products and maintenance of equipment and ensure that all personnel follow the handling instructions contained in the SDS for each material. We contract with a reputable, fully permitted hazardous waste disposal company to dispose of the small amount of hazardous waste generated.

Collections and Write-offs

We collected receivables in an average of 4238 days in 2020.2022. We have occasionally written-off negligible amounts of accounts receivable as uncollectible. Thereuncollectible and there were none in 20202022 and 2019.2021. We consider credit management critical to our success.

Seasonal Trends

We have not experienced and do not expect to experience seasonal trends in future business operations.

We operate in a dynamic and rapidly changing environment that involves numerous risks and uncertainties. Certain factors may have a material adverse effect on our business, prospects, financial condition, and results of operations, and you should carefully consider them. Accordingly, in evaluating our business, we encourage you to consider the following discussion of risk factors, in its entirety, in addition to other information contained in this Annual Report on Form 10-K and our other public filings with the Securities and Exchange Commission (the “SEC”). Other events that we do not currently anticipate or that we currently deem immaterial may also affect our business, prospects, financial condition, and results of operations.

We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The following factors have affected or could affect actual results and could cause such results to differ materially from those expressed in any forward-looking statements made. Investors should consider the following risks and speculative factors inherent in and affecting the business of SCI and an investment in our common stock.

Risks Relating to the Company

We have had operating losses in the past and may incur losses in the future.

Prior to 2017, the Company frequently reported annual net losses. Our results for 20202022 reflect the fourthsixth consecutive year of net income; however, wewhile assurances cannot provide assurancesbe provided that we will be able to operate profitably in the future.future, management continuously monitors business conditions and responds through proactive actions. We continue to invest in developing new products for all our markets including transparent electronic products.markets. These efforts include accelerating time to market for those products and involve ongoing research and development expense.

During 20202022 we reduced our accumulated deficit by $1,501,763$1,957,024 to $7,740,441$4,104,593 at December 31, 2020.2022. Management’s plans with respect to the objective of maintaining and improving liquidity and profitability in future years include continuing to expandgrow our business in current markets and into newadditional niche markets, for our products, developing new products, and increasing our revenue and presence in those markets. Management believes the actions that began during the last several years and continue today provide the opportunity for maintaining and improving liquidity and profitability. However, no assurances are made that such actions will result in sustained profitability.

A substantial portion of our sales has been dependent upon certain principal customers, the loss of whom could materially negatively affect the Company’s total sales.

Revenue attributable to these customers includes the sale of multiple applications. Our top two customers accounted for approximately 84%89% of our net sales for the fiscal year ended December 31, 2020.2022. Although they have been major customers of the Company for severalnearly twenty years, we do not have written agreements with these customers that require any minimum purchase obligations, and the customers could stop buying the Company’s products at any time and for any reason. A reduction, delay, or cancellation of orders from these customers or the loss of these customers could significantly reduce our future revenues and profits. We cannot provide assurance that these customers or any of our other current customers will continue to place orders, that orders by existing customers will continue at current or historical levels or that we will be able to obtain orders from new customers.

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We have limited marketing and sales capabilities outside North America.

We continue to develop our marketing and sales capabilities. We must continue to develop appropriatecapabilities through targeted marketing, sales, technical, customer service and distribution capabilities, orcapabilities. This includes increased participation in industry specific trade shows which attract representatives from domestic and international companies. We may enter into agreements with third parties to also provide these services to successfully market our products.products outside North America.

Our success depends on our ability to retain key management personnel.

Our success depends in large part on our ability to attract and retain highly qualified management, administrative, manufacturing, sales, and research and development personnel. Due to the specialized nature of our business, it may be difficult to locate and hire qualified personnel. The loss of services of one of our executive officers or other key personnel, or our failure to attract and retain other executive officers or key personnel could have a material adverse effect on our business, operating results, and financial condition. Jeremy Young was named Presidentpresident and chief executive officer duringin 2019 and has an employment agreement with the Company that contains non-competition provisions as well as severance payments. Mr. Young has been with the Company for more than fifteenseventeen years. All other key management personnel have entered into non-competition agreements with the Company. Although we have been successful in planning for and retaining highly capable and qualified successor management in the past, there can be no assurance that we will be able to do so in the future.

Competition for employees is intense, and we may not be able to attract and retain the qualified and skilled employees needed to support our business.

We believe oura key portion of future success depends on the efforts and talent of our employees, including technical and skilled mechanical personnel. Our future success dependsThis will be dependent on our continued abilitycontinuing to attract, develop, motivate, and retain qualified and skilled employees. Competition for highly skilled technical, risk management and financial personnel is extremelyexpected to remain intense. We may not be able to hire and retain thesequalified personnel at compensation levels consistent with our existing compensation and salary structure. Some of the companies with which we compete for experienced employees may have greater resources than we have and may be able to offer more attractive terms of employment.

In addition, weWe invest significantconsiderable time and expense in training our employees. Weemployees and we continue to implement new employee retention strategies. If we fail to retain our employees, we could incur significant expenses in hiring and training new employees, and the quality of our services and our ability to serve our customers could decline, resulting in a material adverse effect to our business.

Changes in the strategies of key trade customers may adversely affect our business.

Our products are sold in a highly competitive global marketplace which continues to experience increased concentration. We may be negatively affected by changes in the strategies of our trade customers, such as inventory de-stocking, limitations on access to shelf space, delisting of our products, and other conditions.

Changes in global economic conditions could adversely affect our business.

DisasterThe Company continues to actively monitor and respond to changes in national and global economic conditions, which include, but are not limited to, inflation, supply chain disruptions, and a global semiconductor chip shortage. Changes in these conditions could impact implementation of our growth plans and access to capital markets. Customer demand and supply-related issues could result in increased operating, transportation and shipping, material, wages, and labor costs. An economic recession (of whatever scale) has the potential to change customer purchasing patterns which could negatively impact our revenue and profitability.  

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Global conflicts could have impact on raw materials which could negatively impact our business.

Political uncertainties could affect global markets and thus could have a negative effect on our business. We currently have no customers or vendors in Russia or Ukraine; however, we are actively monitoring the situation as some raw materials for the PVD industry are sourced from Russia. We continue to actively monitor this situation through ongoing contact with current suppliers and customers, and adding alternate suppliers that can be used to ensure availability of required materials. In addition, supply chain disruptions continue to adversely impact customers in certain markets we serve. Thus far, we have not experienced material adverse effects regarding product shipments; however, late deliveries and sourcing of certain materials could have a negative impact on our business.    

Our property is subject to risks from natural disasters such as earthquakes and severe weather, and other adverse events may seriously harm our business.

potential risks associated with the effects of climate change.

Our manufacturing facility may suffer harm as a result of natural or man-made disasters such as storms, earthquakes, hurricanes, tornadoes, floods, fires, terrorist attacks and other extreme weather conditions. Such events maycould disrupt our operations, harm our operations and employees, or severely damage or destroy our facility, harmmanufacturing equipment. Any combination of these factors could adversely impact our business, reputation, and financial performance or otherwise cause our business to suffer in ways that cannot currently be predicted.

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Public health epidemics or outbreaks could adversely impact our business.

In December 2019, a novel strain of coronavirus (COVID-19) emerged in China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it spread to other countries and infections have beenwere reported globally. The extent to which the coronavirus impactsand subsequent strains impact our operations will continue to depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others. In particular,Since we are a manufacturer, it is not possible for our production facility to operate with some of our employees not in the continued spread of the coronavirus globallyfacility. As a result, any prolonged “stay at home” order or emergence of new strainssimilar restriction could adversely impact our operations, including our manufacturing and supply chain. Our operations could be negatively affected if employees are quarantined as the result of exposure to a contagious illness. Similarly, travel restrictions resulting from the rapid spread of contagious illnesses may have a material adverse effect on our business and results of operations.

Our competitors may have far greater financial and other resources than us.

The market for PVD materials is a substantial market with significant competition in both ceramic and metal materials. While we believe that our products enjoy certain competitive advantages in design, function, quality, and availability, considerable competition exists from well-established firms such as Vacuum Engineering & Materials, Process Materials, Inc., Kurt Lesker, and Tosoh,Materion, all of which may have more financial resources than us. We cannot provide assurance that developments by others will not render our products or technologies obsolete or less competitive.

Additional development of our products may be necessary due to uncertainty regarding development of markets.

Some of our products are in the early stages of commercialization and we believe that it will be several years before these products will have significant commercial end-use applications, and that significant development work may be necessary to improve the commercial feasibility and acceptance of these products. There can be no assurance that we will be able to commercialize any of the products currently under development.

Our failure to comply with our debt covenants could have a material adverse effect on our business, financial condition, or results of operations.

Our debt agreements contain certain covenants. A breach of any of these covenants could result in a default under the applicable agreement. In the past our lenders have granted us a waiver or amendment when we sought relief from covenants. If a default were to occur, we would likely seek a waiver of that default, attempt to reset the covenant, or refinance the instrument and accompanying obligations. If we were unable to obtain this relief, the default could result in the acceleration of the total due related to that debt obligation. If a default were to occur, we may not be able to pay our debts or borrow sufficient funds to refinance them. Any of these events, if they occur, could materially adversely affect our results of operations, financial condition, and cash flows.

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A lack of credit and/or limited financing availability to the Company, its vendors, or end users could adversely affect our business.

OurThe Company has a line of credit with Fifth Third Bank for $1 million which expires on August 29, 2023. However, our liquidity and financial condition could be materially and adversely affected if our ability to borrow money from new or existing lenders to finance our operations is reduced or eliminated. Similar adverse effects may also result if we realize reduced credit availability from trade creditors. Additionally, many of our customers require availability of financing to facilitate the purchase of our products. As a result, a continuing period of reduced credit availability in the marketplace could have adverse effects on our business.  The Company renewed its line of credit with Huntington National Bank for $1 million during 2020.

Our business requires us to make capital expenditures to maintain and improve our facilities.

Our facilities sometimes require capital expenditures to address ongoing required maintenance and upgrade our capabilities. In addition, we often are required to make significant capital expenditures to satisfy customer requirements and produce newly developed products.

Our business could be negatively impacted by cyber and other security threats or disruptions.

We face various cyber and other security threats, including attempts to gain unauthorized access to sensitive information and networks; insideremployee threats; threats to the safety of our directors, officers, and employees; threats to the security of our facilities and infrastructure; and threats from terrorist acts or other acts of aggression. Our customers and vendors face similar threats. Although we utilize various proceduresinternal and external independent controls to monitor and mitigate the risk of these threats, including periodic Information Technology training for all employees, there can be no assurance that these procedures and controls will be sufficient. Our security measures may also be breached due to employee error, malfeasance, system errors or vulnerabilities, or otherwise. Additionally, outside parties may attempt to fraudulently induce employees, users, or customers to disclose sensitive information to gain access to our data or our user’s or customer’s data. These threats could lead to losses of sensitive information or capabilities, harm to personnel, infrastructure, or products, and/or damage to our reputation as well as our vendor’s ability to perform on our contracts.

Cyber threats are evolving and include, but are not limited to, ransomware, malicious software, destructive malware, attempts to gain unauthorized access to data, disruption or denial of service attacks, and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential, personal, or otherwise protected information (ours or that of our employees, customers, or vendors), and corruption of data, networks, or systems.

The impact of these factors is difficult to predict, but one or more of them could result in the loss of information or capabilities, harm to individuals or property, damage to our reputation, loss of business, regulatory actions, and potential liability, any of which could have a material adverse effect on our financial position, results of operations and/or cash flows.

Risks Related to Our Intellectual Property

Our patents and proprietary rights may not be enforceable.

We rely on a combination of patent and trademark law, license agreements, internal procedures, and nondisclosure agreements to protect our intellectual property. These may be invalidated, circumvented, or challenged. In addition, the laws of some foreign countries in which our products may be produced or sold may not protect our intellectual property rights to the same extent as the laws of the United States. Our failure to protect our patent and proprietary information could adversely affect us.

Rights we have to trademarks, patents and pending patent applications may be challenged.

During 2016 we were granted a federal trademark registration for “SCI Engineered Materials” and during 2015 we were granted a federal trademark for “the Science of Engineered Materials”.

Our patent titled “Process for the removal of contaminants from sputtering target substrates” (US Patent No. 10,138,545 B2) was issued on November 27, 2018. This provides a process for the removal of contaminants on a spent sputtering target used in Plasma Vapor Deposition. We also have a portfolio of intellectual property that includes common law and state rights, as well of federally and internationally recognized trademark and patent application currently pendingrights. In addition, we take active precautions to protect our trade secret rights through various contractual means. However, we recognize that third parties may challenge these rights, including through unauthorized use or misappropriation or theft, or by legal challenge in administrative or challenge in state or district court. Such challenges include the PCT (PCT/US20/29736) relating to High Efficiency Sputtering Targets, for which we intend to process further coverage through patent prosecution.

Our patent titled “Display having a transparent conductive oxide layer comprising metal doped zinc oxide applied by sputtering” (US Patent No. 9,927,667) was issued on March 27, 2018,risks of long and a related US patent application having the same title issued on April 7, 2020 (US Patent No. 10,613,397). We also have a corresponding patent on the technology in Sweden. The transparent conductive oxides (TCOs) we developed in this patent have excellent electro-optical performance, high transmittance, high conductivity, and good chemical resistance. This patent has various applications that include LCDs, micro-LED, OLED, smart windows & mirrors, AR/VR goggles, e-papers, and wearable electronics. Our clients, in relevant applications, are entitled to use the patent number when referring to the devices covered by the patent and benefit from it. We believe the TCOs claimed and protected in these patents have wide and innovative applications which can put SCI in a unique position in the marketcostly litigation, as well as bring us additional business opportunities.the potential loss of property rights and the assessment of damages against a losing party.

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Risks relating to Intellectual Property.

Because U.S. patent applications are maintained in secret until patents are issued, and because publications of discoveries in the scientific or patent literature tend to lag actual discoveries by several months, we may not be the first creator of inventions covered by issued patents or pending patent applications or the first to file patent applications for such inventions. Moreover, other parties may independently develop similar technologies, duplicate our technologies or, if patents are issued to us or rights licensed by us, design around the patented aspects of any technologies we developed or licensed. We may have to participate in interference proceedings declared by the U.S. Patent and Trademark Office to determine the priority of inventions, which could result in substantial costs. Litigation may also be necessary to enforce any patents held by or issued to us or to determine the scope and validity of others'others’ proprietary rights, which could result in substantial costs.

We may be unable to adequately prevent disclosure of trade secrets and other proprietary information.

To protect our proprietary and licensed technology and processes, we rely in part on confidentiality agreements with our corporate partners, employees, consultants, manufacturers, outside scientific collaborators and sponsored researchers and other advisors. These agreements may not effectively prevent disclosure of our confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, others may independently discover our trade secrets and proprietary information. Failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

The rapid technological changes of our industry may adversely affect us if we do not keep pace with advancing technology.

The PVD market is characterized by rapidly advancing technology.technology coupled with long and uncertain paths to large market acceptance. Our success depends on our ability to keep pace with advancing technology and processes and industry standards. We have focused our development efforts on sputtering targets. We intend to continue to develop innovative materials and integrate those advances to the thin film coatings industry and other potential industries. However, our development efforts may be rendered obsolete by research efforts and technological advances made by others or by the failure of anticipated markets to emerge, and materials other than those we currently use may prove more advantageous.

Risks Related to Our Common Stock

Our Articles of Incorporation authorize us to issue additional shares of stock.

We areThe Company is authorized to issue up to 15,000,000 shares of common stock, which may be issuedapproved by our Board of Directors for such consideration, as they may consider sufficient without seeking shareholder approval. As of December 31, 2020,2022, we had 4,466,9694,519,524 shares outstanding and 55,20834,361 shares underlying options that are currently exercisable resulting in 10,477,82310,446,115 shares of common stock available for issue. The issuance of additional shares of common stock in the future may reduce the proportionate ownership and voting power of current shareholders.

Our Articles of Incorporation authorize us to issue up to 260,000 shares of preferred stock. The issuance of preferred stock in the future could create additional securities which would have dividend and liquidation preferences prior to the outstanding shares of common stock. These provisions could also impede a non-negotiated change in control. AsThe Board of December 31, 2020, we hadDirectors voted in November 2021 to authorize full redemption of 24,152 shares of the Company’s Convertible Preferred Stock, Series B Preferred Stock issued and outstanding.(“Series B”) effective December 31, 2021. This involved cash payments of $248,766 ($10.30 per Series B share, which included a 3% premium to the stated value of $10 per share), plus unpaid annual dividends of $265,672 ($11.00 per Series B share).

We have not paid dividends on our common stock in the past and do not expect to do so in the foreseeable future.

We have never declared or paid cash dividends on our shares of common stock and do not expect to do so in the foreseeable future. We intend to use our future earnings for the growth of our business. As a result, investors must rely on sales of the common stock after price appreciation, which may not occur, as the best way to realize future gains on their investments.

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Provisions in our Articles of Incorporation and Code of Regulations provide for indemnification of officers and directors which could require us to divert funds away from our business and operations.

Our Articles of Incorporation and Code of Regulations provide for the indemnification of our officers and directors. We may be required to advance costs incurred by an officer or director to pay judgments, fines and expenses incurred by an officer or director, including reasonable attorneys’ fees, as a result of actions or proceedings in which our officers and directors are involved by reason being or having been an officer or director of our company. Funds paid in satisfaction of judgments, fines, and expenses may be funds we need for operation and growth of our business.

Takeover defense provisions in Ohio law and our corporate governance documents may delay or prevent takeover attempts preventing our shareholders from realizing a premium on their stock.

Various provisions of Ohio corporation laws as well as our corporate governance documents may inhibit changes in control not approved by our Board of Directors and may have the effect of depriving our investors of an opportunity to receive a premium over the prevailing market price of our common stock in the event of an attempted hostile takeover. In addition, the existence of these provisions may adversely affect the market price of our common stock. These provisions include:

Our Board of Directors can use these and other provisions to prevent, delay or discourage a change in control of the company or a change in our management. Any such delay or prevention of a change in control of management could deter potential acquirers or prevent the completion of a takeover transaction to which our shareholders could receive a substantial premium over the current market price of our common stock, which may in turn limit the price investors might be willing to pay for our common stock.

The market for our common stock is limited, and as such our shareholders may have difficulty reselling their shares when desired or at attractive market prices.

Our stock price, trading volume, and ourmarket listing may make it more difficult for our shareholders to resell shares when desired or at attractive prices. In 2001, our stock began trading on The Over-the-Counter Bulletin Board, now known as the OTC Markets. Our common stock trades in low volumes and at low prices. Some investors view low-priced stocks as unduly speculative and therefore not appropriate candidates for investment. Many institutional investors have internal policies prohibiting the purchase or maintenance of positions in low-priced stocks. This has the effect of limiting the pool of potential purchases of our common stock at present price levels. Shareholders may find greater percentage spreads between bid and asked prices, and more difficulty in completing transactions and higher transaction costs when buying or selling our common stock than they would if our stock were listed on a major stock exchange.

Our common stock has been subject to the Securities and Exchange Commission’s “penny stock” regulations, which may limit the liquidity of common stock held by our shareholders.

shareholders.

Our common stock currently trades on the OTC Markets’ OTCQB market under the symbol “SCIA”. Based on itsa trading price below $5 per share, our common stock is considered a “penny stock” for purposes of federal securities laws, and therefore has been subject to regulations, which affected the ability of broker-dealers to sell our securities. Broker-dealers who recommend a “penny stock” to persons (other than established customers and accredited investors) must make a special written suitability determination and receive the purchaser’s written agreement to a transaction prior to sale.

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If penny stock regulations apply to our common stock, it may be difficult to trade the stock because compliance with the regulations can delay and/or preclude certain trading transactions. Broker-dealers may be discouraged from effecting transactions in common stock because of the sales practice and disclosure requirements for penny stock. This could adversely affect the liquidity and/or price of our common stock and impede the sale of the common stock in the secondary market.

Risks Related to Government Regulation

We are subject to anti-corruption laws in the jurisdictions in which we may operate, including anti-corruption laws of China and the Federal Corrupt Practices Act (FCPA). Our failure to comply with these laws could result in penalties which could harm our reputation and have a material adverse effect on our business, results of operations and financial condition.

We are subject to the FCPA, which generally prohibits companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or keeping business and/or other benefits, along with various other anticorruption laws. Although we continue to monitor policies and procedures designed to ensure that we, our employees, distributors and other intermediaries comply with the FCPA and other anti-corruption laws to which we are subject, there is no assurance that such policies or procedures will work effectively all of the time or protect us against liability under the FCPA or other laws for actions taken by our employees, distributors and other intermediaries with respect to our business or any businesses that we may acquire. Because of our Chinese manufacturing relationship, we will be encountering more government officials which may pose elevated risks of anti-corruption violations. Our manufacturing and sales activities puts us and our representatives in frequent contact with persons who may be considered “foreign officials” under the FCPA, resulting in an elevated risk of potential FCPA violations. If we are not in compliance with the FCPA and other laws governing the conduct of business with government entities (including local laws), we may be subject to criminal and civil penalties and other remedial measures, which could have an adverse impact on our business, financial condition, results of operations and liquidity. Any investigation of any potential violations of the FCPA or other anticorruption laws by U.S. or foreign authorities could have an adverse impact on our business, financial condition, and results of operations.

Environmental compliance costs and liabilities associated with our facility may have a material adverse effect on our business, financial condition, results of operations and prospects.

We are subject to various federal, state, and local environmental and health and safety laws and regulations with respect to our operations. These laws and regulations address various matters, including asbestos, fuel oil management, wastewater discharges, air emissions, and hazardous wastes. The costs of complying with these laws and regulations and the penalties for non-compliance can be substantial. For example, with respect to leased property, we may be held liable for costs relating to the investigation and cleanup of our leased property from which there has been a release or threatened release of a regulated material as well as other properties affected by the release. In addition to these costs, which are typically not limited by law or regulation and could exceed the property’s value, we could be liable for certain other costs, including, without limitation, governmental fines, and injuries to persons, property, or natural resources. Further, some environmental laws create a lien on the contaminated site in favor of the government for damages and the costs it incurs in connection with the contamination. While we are not aware of any potential environmental problems, no assurances are made that such problems and costs associated with them will not arise in the future. If any of our properties were found to violate environmental laws, we may be required to expend significant amounts of time and money to rehabilitate the property, and we may be subject to significant liability. Any environmental compliance costs and liabilities incurred may have a material adverse effect on our business, financial condition, results of operations and growth prospects.

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The increasing costs of being a public company may strain our resources and impact our business, financial condition, and results of operations.

As a public company, we are subject to reporting requirements of the Securities Exchange Act of 1934, as amended or the Exchange Act, the Sarbanes-Oxley Act of 2002, or the Sarbanes Oxley Act and the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act. The Exchange Act requires that we file annual, quarterly, and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls for financial reporting. We are required to document and test our internal control procedures to satisfy the requirements of Section 404(b) of the Sarbanes-Oxley Act, which requires annual management assessments of the effectiveness of our internal controls over financial reporting. The Dodd-Frank Act requires us to audit our supply chain and report conflict minerals usage.

These requirements may place a strain on our systems and resources in the future and may require us to hire additional accounting and financial staff with the appropriate public company experience and technical accounting knowledge. In addition, the failure to maintain such internal controls could result in us being unable to provide timely and reliable financial information which could potentially subject us to sanctions or investigations by the Securities and Exchange Commission or events could have an adverse effect on our business, financial condition, or results of operations. Although we have taken steps to maintain our internal control structure as required by the Exchange Act and the Sarbanes-Oxley Act, we cannot provide any assurances that control deficiencies will not occur in the future.

Regulation from the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) could adversely affect our business or financial results.

Changes in regulatory requirements, such as the reporting requirements relating to conflict minerals originating in the Democratic Republic of Congo or adjoining countries included in the Dodd-Frank Act, or evolving interpretations of existing regulatory requirements, may result in increased compliance cost, capital expenditures and other financial obligations that could adversely affect our business or financial results. We conducted an analysis of our products and found that the above SEC defined “conflict minerals”, which are tantalum, tin, tungsten, and gold (3TG), can be found in our products. Therefore, the products that we manufacture are subject to the reporting obligations of Rule 13p-1.

Despite having conducted a good faith reasonable country of origin inquiry, we concluded that our supply chain remains “DRC conflict undeterminable”. We have reached this conclusion because we have been unable to determine the origin of the 3TG used. We will continue to work with our suppliers. Should the regulations or our analysis change, it could impact the sourcing of materials that we use to manufacture our products.

If significant tariffs or other restrictions are placed on imports or any related countermeasures are taken by other countries, our revenue and results of operations may be materially harmed.

Import tariffs and/or other mandates imposed by sovereign governments could potentially lead to a trade war with other foreign governments and could significantly increase the prices on raw materials that are critical to our business. We could be forced to increase prices to our customers or, if unable to do so, result in lowering our gross margin on products sold.

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Not applicable.

Our office and manufacturing facilities are located at 2839 Charter Street, Columbus, Ohio, where we occupy approximately 32,000 square feet. We moved our operations into this facility in 2004. The lease on the property expires on November 30, 2024.

We are current on all operating lease liabilities.

Not applicable.

Not applicable.

PART II

Market for Common Stock

Our common stock currently trades on the OTC Markets’ OTCQB market under the symbol “SCIA”.

Based on its trading price, our common stock is considered a “penny stock” for purposes of federal securities laws, and therefore has been subject to certain regulations.

Our common stock is classified as a penny stock and as such, broker dealers trading our common stock will be subject to See “Risk Factors” for specific disclosures concerning the disclosure rulesmarket for transactions involving penny stocks, which require the broker dealer to determine if purchasing our common stock is suitable for a particular investor. The broker dealer must also obtain the written consent of purchasers to purchase ourCompany’s common stock. The broker dealer must also disclose the best bid and offer prices available for our stock and the price at which the broker dealer last purchased or sold our common stock. These additional burdens imposed on broker dealers may discourage them from effecting transactions in our common stock, which could make it difficult for an investor to sell their shares.

Holders of Record

As of December 31, 2020,2022, there were approximately 230220 registered holders of record of our common stock and 4,466,9694,519,524 shares outstanding. At December 31, 2020 there were approximately 40 registered holders of record of Series B Preferred stockissued and 24,152 shares outstanding.

Dividends

We have never paid cash dividends on our common stock and do not expect to pay any dividends on our common stock in the foreseeable future. We intend to use our future earnings for the growth of the business.

The Board of Directors voted in November 2021 to authorize full redemption of 24,152 shares of the payment of a cash dividend onCompany’s Convertible Preferred Stock, Series B Preferred stock to shareholders of record as of(“Series B”) effective December 31, 20202021. This involved cash payments of $248,766 ($10.30 per share, which included a 3% premium to be paid in June 2021.the stated value of $10 per share), plus unpaid annual dividends of $265,672 ($11.00 per share).

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Equity Compensation Plan Information

The following table sets forth additional information as of December 31, 2020,2022, concerning shares of our common stock that may be issued upon the exercise of options and rights under our existing equity compensation plans and arrangements approved by our shareholders.shareholders which include our 2011 Stock Option Plan and 2006 Stock Option Plan. The information includes the number of shares covered by and the weighted average exercise price of, outstanding options and other rights, and the number of shares remaining available for future grants (excluding the shares to be issued upon exercise of outstanding options and other rights).

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Equity compensation plans approved by shareholders include our 2011 Stock Option Plan and 2006 Stock Option Plan.​

ITEM 6.RESERVED.

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Not applicable.

Executive Summary

In March 2020, the World Health Organization declared the coronavirus disease (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide. To date, COVID-19 has surfaced in nearly all regions around the world and resulted in restrictions and shutdowns implemented by national, state, and local authorities. As a result of the pandemic, we are complying with executive orders issued in Ohio and U.S. Centers for Disease Control and Prevention guidelines regarding safety procedures. These procedures include, but are not limited to: wearing masks, social distancing, staggering start times, remote working, and teleconferencing versus in person meetings. We are maintaining regular contact, via phone and other electronic means, with our customers and suppliers.

Based on recent conversations with customers, we do not expect to experience any material impairments and do not anticipate any changes in accounting judgements. We are not aware of any material adverse impact on our supply chain and remain in contact with our suppliers. Although we continue to face a period of uncertainty regarding the ongoing impact of the COVID-19 pandemic and potential emergence of new strains on our projected customer demand, market conditions are gradually improving. In the midst of this challenging economic environment, we are focused on continuing to take the necessary steps to respond quickly to changes in our business and maintaining our financial flexibility in the face of the unprecedented and continuing impact of COVID-19, through specific contingency plans including (but not limited to): reviewing and monitoring planned capital expenditures, reviewing all operating expenses for opportunities to reduce spending, and aligning inventory to estimated revenue.

We continue to monitor the rapidly evolving situation related to COVID-19 including guidance from federal, state, and local public health authorities and may take additional actions based on these recommendations. In these circumstances, there may be developments outside our control requiring us to adjust our operating plan. As such, given the dynamic nature of this situation, we cannot reasonably estimate the impacts of COVID-19 or the emergence of new strains on our results of operations, cash flows and liquidity in the future.

On April 17, 2020 we entered into an unsecured promissory note under the Paycheck Protection Program (the “PPP”), with a principal amount of $325,300. The PPP was established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and is administered by the U.S. Small Business Administration (the “SBA”). The SBA approved our Forgiveness Application in full on January 6, 2021.

For the twelve monthsyear ended December 31, 2020,2022, we had total revenue of $10,896,099. This was a decrease of $2,054,288, or 15.9%,$23,467,030 compared to the twelve months ended December 31, 2019. Total revenue was adversely impacted by lower volume and COVID-19 related issues compared to 2019.

Gross profit was $2,198,290 and $2,208,563 for the twelve months ended December 31, 2020 and 2019, respectively.

Operating expenses were $1,681,943 and $1,877,705 for the twelve months ended December 31, 2020 and 2019, respectively. The decrease was primarily due to additional expenses incurred during our management transition in the first half of 2019 as well as lower travel expenses in 2020.

The income tax benefit$13,448,021 for the year ended December 31, 20202021. Higher pricing, primarily attributable to raw material costs, higher volume and product mix were key factors that contributed to the increase.

Gross profit was $1,017,503. Income tax expense$4,786,955 for the2022 compared to $3,529,255 for 2021. The increase was attributable to higher revenue as well as favorable product mix and improved manufacturing efficiency. The year ended December 31, 20192021 included a reduction of costs of approximately $323,000 related to the Employee Retention Credit (“ERC”) enacted in 2020.

Operating expenses were $2,306,737 and $1,751,349 for 2022, and 2021, respectively. The year ended December 31, 2021 included a reduction of expenses of approximately $238,000 related to the ERC.

Income from operations was $3,039. In 2020, we reversed in full our valuation allowance that had been recorded against the unrealizability of the deferred tax asset which resulted in the recording of the asset in the accompanying financial statements of $1,019,317$2,480,218 and a corresponding income tax benefit of the same amount.

$1,777,906 for 2022 and 2021, respectively

Consistent with our growth strategy, we have identified niche markets that can benefit from our expertise in custom powder solutions, such as near infrarednear-infrared doped phosphors and short-wave infrared applications. These applications enable extended life of phosphors for specific nighttime identification needs of defense personnel and first responders.

New initiatives are also being pursued that utilize our vacuum hot press, cold isostatic press, and kilns for increased production and development projects, including diffusion bonding. We recently manufactured and sold conductive metal oxides for direct current sputtering of Tungsten Oxide and Molybdenum Oxide materials. We continue to invest in developing new products for all our markets including transparent conductive oxide systemsspecialty bonding processes for the solar and display markets as well as with our transparent electronic products.Aerospace customers. Those products involve research and development expense to accelerate time to market.

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Several issues continue to affect national and global market conditions. First, inflation remains at historically high levels, impacting labor, raw material costs and transportation expenses. We have generally been able to pass on these increases to customers but are unable to predict how future or sustained inflationary pressure may impact our results. Second, supply chain disruptions are adversely impacting customers in certain markets. Thus far, we have not experienced material adverse effects regarding product shipments; however, timely deliveries and sourcing of certain materials is of increased concern. Third, published articles and corporate announcements continue to address the global semiconductor chip shortage, which is anticipated to continue into 2023. This shortage is affecting some of our customers which could impact the Company’s revenue, volume, and profitability. Fourth, there are increased political uncertainties affecting global markets. Although we currently have no customers or vendors in Russia or Ukraine, we continue to monitor the situation as some raw material comes from Russia for the PVD industry. We continue to actively monitor these developments, including ongoing contact with our suppliers and customers, including identifying additional suppliers and adapting to our customers’ specific circumstances and forecasts.

In March 2020, the World Health Organization declared the coronavirus disease (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide. Since then, most federal, state, and local executive orders have been lifted. Based on ongoing conversations with customers, we do not expect to experience any material impairments or changes in accounting judgements related to COVID-19. We continue to follow practical safety procedures as needed. During 2022, we resumed in-person meetings, participated onsite in industry trade shows, and continue to maintain regular contact, via phone and other electronic means, with all customers and suppliers.

RESULTS OF OPERATIONS

Year 20202022 compared to Year 2019

2021

Revenue

For the year ended December 31, 2020,2022, we had total revenue of $10,896,099.$23,467,030, compared to $13,448,021 for the year ended December 31, 2021. This was a decreasean increase of $2,054,288, or 15.9%, compared to 2019. Total revenue$10,019,009. Higher raw material pricing was adversely impacted by lowerthe most significant factor for the increase in revenue. In addition, higher volume and COVID-19 related issues comparedproduct mix contributed to 2019.

the increase.

Gross Profitprofit

Gross profit was $2,198,290$4,786,955 for 20202022 compared to $2,208,563$3,529,255 for 2019.2021. The increase was attributable to higher revenue as well as improved manufacturing efficiency. The year ended December 31, 2021 included a reduction of costs of approximately $323,000 related to the Employee Retention Credit (“ERC”). Gross profit as a percentage of revenue (gross margin) was 20.2%20.4% and 17.1%26.2% for 20202022 and 2019,2021, respectively. The improved 2020lower gross margin in 2022 compared to a year ago was due to pricing,higher raw material costs and product mix and improved manufacturing efficiency. As we continue to implement our growth strategyduring 2022 as well as the ERC recognized in complementary niche markets, it is anticipated the Company’s gross margin will continue to improve, although it will be influenced by product mix and price fluctuation of a high priced, low margin raw material for the foreseeable future.

2021.

General and Administrative Expenseadministrative expense

General and administrative expense for 20202022 and 2019,2021, was $1,148,615$1,549,696 and $1,261,958,$1,280,579, respectively, a decreasean increase of 9.0%21.0%. This decreaseDuring 2022 there was primarily due to loweran increase in compensation of $151,771, which included an increase in staff. Business liability insurance (due to higher revenue) increased $48,892. The year 2021 also benefited from the ERC of approximately $84,000 in 2020 attributable to expenses incurred during our management transition in the first half of 2019. In addition, travel expenses were lower by approximately $18,000 in 2020.

$78,000.

Included in general and administrative expense was $222,024,$260,826 and $218,098$270,609 for professional fees during 20202022 and 2019,2021, respectively. These expenses were primarily related to SEC compliance costs for legal, accounting and stockholder relations fees as well as costs associated with the Company’s President and CEO transition during 2019.

fees.  

Research and Development Expensedevelopment expense

Research and development expense for 20202022 was $337,823,$375,728, compared to $366,492$235,679 for 2019, a decrease2021, an increase of 7.8%59.4%. The decreaseERC of approximately $89,000 was primarily relatedincluded in the twelve months ended December 31, 2021.   Additional research supplies also contributed to slightly lower staffing levels and less outside consulting expensethe increase in 2020.expenses in 2022. Specialty materials are being researched for use in niche markets which include custom applications and additive manufacturing. Our development efforts utilize a disciplined innovation approach focused on accelerating time to market for these applications and involve ongoing research and development expense.

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Marketing and Sales Expensesales expense

Marketing and sales expense was $195,505,$381,313, and $249,255$235,091 during 20202022 and 2019,2021, respectively. The decreaseThis was an increase of $53,750,$146,222, or 21.6%,62.2%. During 2022 there was primarily related to lower travelan increase in compensation of $45,632 which was partially offset by a reduction in outside consulting expenses of $23,500. Travel expenses increased $43,474 as we resumed in-person meetings with some customers and participated onsite in additional industry trade shows. The ERC of approximately $60,000. Travel was limited during 2020 due to the cancellation of tradeshows and limited direct contact with customers$71,000 reduced expenses in response to COVID-19 orders issued by national health organizations and state officials.

2021.

Stock Compensation Expensecompensation expense

Included in total expenses were non-cash stock-based compensation costs of $124,720$49,321 and $130,009$47,903 for 20202022 and 2019,2021, respectively. The non-employee board members received compensation of 8,755 and 9,165 shares of common stock of the Company during 2022 and 2021, respectively. The stock had an aggregate value of $29,967 and $29,963 for the year ended December 31, 2022, and 2021, respectively, and was recorded as non-cash stock compensation expense in the financial statements. Beginning January 1, 2023, non-employee board members will receive their entire compensation in cash. Compensation expense for all stock-based awards is based on the grant date fair value and recognized over the required service (vesting) period. Unrecognized non-cash stock-based compensation expense was $11,033$1,576 as of December 31, 20202022, and will be recognized through 2023.April 2023

Interest

Interest expenseincome was $32,087 and $22,468 for 2020 and 2019, respectively. Interest expense during 2020 was higher due to a new finance lease obligation related to the rebuild of production equipment.

Income Taxes

Income tax benefit$19,201 for the year ended December 31, 20202022 and interest expense was $1,017,503. Income tax expense$32,140 for the year ended December 31, 20192021. The improvement was $3,039. In 2020, we reverseddue to our investment into marketable securities and the overall increase in full our valuation allowance that had been recorded againstinterest rates during the unrealizabilitysecond half of 2022 and the final payments of multiple finance leases during 2021.

Income taxes

Income tax expense was $542,395 and $392,242 for the twelve months ended December 31, 2022 and 2021, respectively. At December 31, 2021, the deferred tax asset which resulted in the recordingwas $663,820. As of the asset in the accompanying financial statements of $1,019,317 and a corresponding income tax benefit of the same amount. We assessed the availableeach reporting date, management considers new evidence, both positive and negative, evidence to estimate whether sufficientthat could affect its view of the future taxable income generated is more likely than not to permit the realization of the existing deferred tax asset. The Company has continued to develop more efficient production methods which helped the Company remain profitable in 2020 despite the slowdown on the economy by COVID-19. Additionally, we have achieved four years of pretax incomeassets. Accordingly, management determined that no valuation allowance was necessary, and expect profits to continue for the foreseeable future. While we have considered future taxable income and used ongoing prudent and feasible tax planning strategies in assessing the need for valuation allowances, if we were to determine we would not be able to realize all or part of the deferred tax asset in the future, an adjustment to the deferred tax asset would decrease income in the period such determination was made. We regularly evaluate the need for a valuation allowance against our deferred tax asset.

$151,164 at December 31, 2022.

Income Applicableapplicable to Common Stockcommon stock

Income applicable to common stock for 20202022 and 20192021 was $1,477,611$1,957,024 and $281,199,$1,654,672, respectively. The income tax benefitincrease was primarily the result of $1,017,503 noted above increasedhigher revenue and gross profit. Included in the 2020 income applicable to common stock.year 2021 was the ERC which reduced overall expenses by approximately $561,000 and the forgiveness of our Payroll Protection Plan loan of $325,300.  

Liquidity and Capital Resources

Cash

As of December 31, 2020,2022, cash on hand was $2,917,551. Cash on hand was $1,828,397$3,947,966 compared to $4,140,942 at December 31, 2019. This increase was attributable to funds received in the second quarter2021. We purchased marketable securities of 2020 from the Paycheck Protection Program as well as increased gross profit$1,989,265 and production equipment of $536,313 during the fourth quarter of 2020.

2022 which slightly reduced our year-end cash balance.  

Working Capitalcapital

At December 31, 20202022, working capital was $2,810,629$5,211,625 compared to $1,992,328$3,907,135 at December 31, 2019,2021, an increase of $818,301$1,304,490 or 41.1%33.4%. The increase was primarily due to the increase in cashinventory and investment in marketable securities noted above.

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Cash from Operationsoperations

Net cash provided by operating activities during 20202022 was $991,032$2,398,155 and $532,207$2,610,548 during 2019. These figures represent2021. In addition to the net income net of non cash items, such as,generated, this included depreciation and amortization of $532,842$519,031 and $502,673,$516,579, and non-cashnoncash stock-based compensation costs of $124,720$49,321 and $130,009$47,903 for 2020the twelve months ended December 31, 2022, and 2019,2021, respectively.  In addition, accruedThe decrease in prepaid expenses was related to inventory paid for in December 2021 and customerreceived in January 2022. Inventories and accounts payable increased due to orders received during the fourth quarter and throughout 2022. Customer orders remain strong, and deposits decreased $1,378,531 and $935,447 during 2020 and 2019. In addition,increased slightly as customers have monitored inventory decreased $1,568,678 during 2020 compared to $3,807 during 2019. Deferred tax assets increased $1,019,317 in 2020 as previously mentioned.

more closely with continued emphasis on intra-quarter shipments.  

Cash from Investing Activitiesinvesting activities

During 2020, $75,852 was used in investing activities principally for upgrades of testing equipment. Cash of $379,603$536,313 and $706,242 was used in investing activities during 2019, which included an in-plant office structured mezzanine in addition tothe twelve months ended December 31, 2022, and 2021, respectively, for the acquisition of production equipment.

This included a vacuum hot press that enables production of higher temperature materials with increased capacity. It was purchased and installed for approximately $500,000. A deposit of $220,075 was paid in the first quarter of 2021 for this vacuum hot press and the remaining amount was paid in cash during the third quarter of 2022. As previously mentioned, we purchased marketable securities of $1,989,265 during 2022.

Cash from Financing Activitiesfinancing activities

Cash of $127,174$96,702 and $117,846$160,416 was used in financing activities for principal payments to third parties for finance lease obligations during 2022 and notes payable2021, respectively. The decrease was due to final payments of multiple finance leases during 2020 and 2019, respectively. As2021. On December 31, 2021, we redeemed all 24,152 shares of our Convertible Preferred Stock, Series B. The redemption included cash payments of $248,766 plus unpaid annual dividends of $265,672. An annual dividend payment of $24,152 was previously mentioned,made to owners of this stock during the second quarter of 2020 we entered into an unsecured promissory note under the Paycheck Protection Program (the “PPP”), with a principal amount of $325,300. Also, a dividend payment of $24,152 was made to owners of our Series B preferred stock during 2020 and 2019.2021.  

Debt Outstandingoutstanding

Total debt outstanding was $728,934decreased to $146,516 at December 31, 2020, compared to $223,8352022, from $243,218 at December 31, 2019. The increase2021, a decrease of 40%. As previously mentioned, cash of $96,702 was due to the proceeds received from the unsecured promissory note under the Paycheck Protection Program (the “PPP”) and aused for principal payments for finance lease agreement for the rebuild of production equipment. The SBA approved our PPP Forgiveness Application in full on January 6, 2021.obligations during 2022.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make judgments, assumptions and estimates that affect the amounts reported in the Financial Statements and accompanying notes. Note 2 to the Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2020,2022, describes the significant accounting policies and methods used in the preparation of the Financial Statements. Estimates are used for, but not limited to, the accounting for the allowance for doubtful accounts, inventory allowances, property and equipment depreciable lives, patents and license useful lives, revenue recognition, income tax expense, deferred tax assets and liabilities, realization of deferred tax asset,assets, stock-based compensation and assessing changes in which impairment of certain long-lived assets may occur. Actual results could differ from these estimates. The following critical accounting policies are impacted significantly by judgments, assumptions and estimates used in the preparation of the Financial Statements. The allowance for doubtful accounts is based on our assessment of the expected collectability of specific customer accounts and the aging of the accounts receivable. If there is a deterioration of a major customer’s credit worthiness or actual defaults are higher than our historical experience,expected losses, our estimates of the recoverability of amounts due us could be adversely affected. Inventory purchases and commitments are based upon future demand forecasts. If there is a sudden and significant decrease in demand for our products or there is a higher risk of inventory obsolescence because of rapidly changing technology and customer requirements, we may be required to increase our inventory allowances and our gross profit could be adversely affected. The tax valuation allowance is based on our consideration of new evidence, both positive and negative, that could affect our view of the future realization of deferred tax assets. If we were to determine we would not be able to realize all or part of the deferred tax asset in the future, an adjustment to the deferred tax asset would be necessary which would reduce our net income for that period. Depreciable and useful lives estimated for property and equipment, licenses and patents are based on initial expectations of the period of time these assets and intangibles will provide benefit. Changes in circumstances related to a change in our business, change in technology or other factors could result in these assets becoming impaired, which could adversely affect the value of these assets.

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Inflation

Inflation

We believeWhile there haswas not been a significant impact from inflation on our operations during the past three fiscal years.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This document contains forward-looking statementsyears, we experienced increased costs during 2022 that reflect the views of management with respectare expected to future events and financial performance. These forward-looking statements are subject to certain uncertainties and other factors that could cause actual results to differ materially from such statements. See “Risk Factors” above. These uncertainties and other factors include, but are not limited to, the words “anticipates,” “believes,” “estimates,” “expects,” “plans,” “projects,” “targets” and similar expressions which identify forward-looking statements. You should not place undue reliance on these forward-looking statements, which speak only as of the date the statements were made. We undertake no obligation to publicly update or revise any forward-looking statements.continue into 2023.

Not applicable

Our balance sheets as of December 31, 20202022, and 2019,2021, and the related statements of operations, shareholders’ equity and cash flows for the years ended December 31, 20202022, and 2019,2021, together with the Report of Independent Registered Public Accounting Firm thereon appear beginning on Page F-1.

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Not applicable.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and implemented, can only provide reasonable assurance of achieving the desired control objectives. Management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, to allow timely discussions regarding required disclosure.

Management previously disclosed a material weakness in internal control over financial reporting in its annual report on Form 10-K, filed on February 5, 2020, for the year ended December 31, 2019, relating to insufficient segregation of duties consistent with control objectives. Management is aware of the risks associated with the lack of segregation of duties due to the small number of employees currently working with general administrative and financial matters. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions shall be performed by separate individuals.

To address and remediate the material weakness in internal control over financial reporting described above, we performed a review of our related procedures and controls and strengthened cross approval of various functions, including financial reporting and disclosure review controls by the Chief Financial Officer, to include the Chief Executive Officer and Audit Committee Chairperson where appropriate. We continue to report to the Audit Committee and the Board of Directors at least monthly (and more often as necessary). This reporting includes balance sheets, statements of operations, statements of cash flows, and other detail supporting these statements.

We have assessed the effectiveness of our remediation efforts over our internal controls and disclosure controls during 2020. The controls have operated effectively during this time. The Company will continue to monitor the effectiveness of these remediation measures and will make any changes and take such other actions that it deems appropriate given the circumstances.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective. Disclosure controls and procedures are defined by Rules 13a-15(e) and 15d-15(e) of the Exchange Act as controls and other procedures that are designed to ensure that information required to be disclosed by us in reports filed with the SEC under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

Inherent Limitations Over Internal Controls

Our internal control over financial reporting is designed 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. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;  (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on the financial statements.

Management is responsible for the consistency, integrity, and presentation of information. We fulfill our responsibility by maintaining systems of internal control designed to provide reasonable assurance that assets are safeguarded, and transactions are executed in accordance with established procedures. The concept of reasonable assurance is based upon recognition that the cost of the controls should not exceed the benefit derived. We believe our systems of internal control provide this reasonable assurance.

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The Board of Directors exercises its oversight role with respect to our systems of internal control primarily through its Audit Committee, which is comprised of independent directors. The Committee oversees our financial reporting, quarterly reviews, and audits to assess whether their quality, integrity, and objectivity are sufficient to protect shareholders’ investments.

Management'sManagement’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in the Internal Control – Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). We performed a review of our related procedures and controls and strengthened cross approval of various functions, including financial reporting and disclosure review controls by the Chief Financial Officer, to include the Chief Executive Officer and Audit Committee Chairperson where appropriate. We continue to report to the Audit Committee and the Board of Directors at least monthly (and more often as necessary). This reporting includes balance sheets, statements of operations, statements of cash flows, and other detail supporting these statements. Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2020.

2022.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Our report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permits us to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting

Other than the remediation described above, thereThere were no changes in our internal control over financial reporting (as defined in Rules 13a-13(f) and 15d-15(f) under the Exchange Act) that occurred during our second fiscalthe fourth quarter of the fiscal year ended December 31, 2020,2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

None.

ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

PART III

The information required by this item is included under the captions, “Election of Directors,” “Executive Officers” and “Section 16(a) Beneficial Ownership Reporting Compliance” in our proxy statement relating to our 20212023 Annual Meeting of Shareholders scheduled to be held on June 10, 2021,8, 2023, and is incorporated herein by reference.

We have a Business Conduct Policy applicable to all employees of SCI.the Company. Additionally, the Chief Executive Officer ("CEO") and all senior financial officers, including the principal financial officer, the principal accounting officer or controller, or any person performing a similar function (collectively, the "Senior Financial Officers") are bound by the provisions of our code of ethics relating to ethical conduct, conflicts of interest, and compliance with the law. The code of ethics is posted on our website at http://www.sciengineeredmaterials.com/corporate-governance.

We intend to satisfy the disclosure requirement under Item 10 of Form 8-K regarding any amendment to, waiver of, any provision of this code of ethics by posting such information on our website at the address and location specified above.

The information required by this item is included under the caption “Executive Compensation” in our proxy statement relating to our 20212023 Annual Meeting of Shareholders scheduled to be held on June 10, 20218, 2023, and is incorporated herein by reference.

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The information required by this item is included under the captions “Ownership of Common Stock by Directors and Executive Officers” and “Ownership of Common Stock by Principal Shareholders” in our proxy statement relating to our 20212023 Annual Meeting of Shareholders scheduled to be held on June 10, 20218, 2023, and is incorporated herein by reference.

The information required by this item is included under the caption “Certain Relationships and Related Transactions, and Director Independence” in our proxy statement relating to our 20212023 Annual Meeting of Shareholders scheduled to be held on June 10, 20218, 2023, and is incorporated herein by reference.

The information required by this item is included under the caption “Fees of the Registered Independent Public Accounting Firm for the yearyears ended December 31, 20202022, and 2019”2021” in our proxy statement relating to our 20212023 Annual Meeting of Shareholders scheduled to be held on June 10, 20218, 2023, and is incorporated herein by reference.

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* Filed herewith

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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.

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 293^thrd day of January 2021.

February 2023.

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INDEX TO FINANCIAL STATEMENTS

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