UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 20182019

or

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period fromfrom___________ to_______________  to

Commission file number:0-31641

 

SCI ENGINEERED MATERIALS, INC.

(Exact name of registrant as specified in its charter)

Ohio 31-1210318
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

 

2839 Charter Street, Columbus, Ohio 43228

(Address of principal executive offices) (Zip Code)

 

(614) 486-0261

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   x    No¨

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YesxNo¨

 

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

Large accelerated filer¨Accelerated filer¨   Non-accelerated filerxSmaller reporting companyx

Emerging growth company¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

 

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

 

4,239,3264,342,744 shares of Common Stock, without par value, were outstanding at October 30, 2018.November 1, 2019.

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, without par valueSCIAOTCQB

 

 

 

FORM 10-Q

 

SCI ENGINEERED MATERIALS, INC.

 

Table of Contents

 

  Page No.
PART I. FINANCIAL INFORMATION
Item 1.Financial Statements  
   
Item 1.Financial Statements 
Balance Sheets as of September 30, 20182019 (unaudited)and December 31, 20172018 3
   
Statements of Operations for the Three and Nine Months
Ended September 30, 2019 and 2018 and 2017 (unaudited)
 5
 
Statements of Shareholder’s Equity for the Three and Nine MonthsEnded September 30, 2019 and 2018 (unaudited)6
Statements of Cash Flows for the Nine MonthsEnded September 30, 2019 and 2018 and 2017 (unaudited)6
 Notes to Financial Statements (unaudited) 7
   
Notes to Financial Statements (unaudited)8
 
Item 2.Management's Discussion and Analysis of Financial Condition andResults of Operations 1115 
   
 
Item 3.Quantitative and Qualitative Disclosures About Market Risk N/A
   
 
Item 4.Controls and Procedures 1720
   
PART II.OTHER INFORMATION  
Item 1.Legal Proceedings N/A
   
 
Item 1A.Risk Factors N/A
   
 
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds N/A
    
Item 3.Defaults Upon Senior Securities N/A
   
 
Item 4.Mine Safety Disclosures N/A
   
 
Item 5.Other Information N/A
   
 
Item 6.Exhibits 1922
   
 
Signatures 2124

2

 

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

SCI ENGINEERED MATERIALS, INC.

 

BALANCE SHEETS

 

ASSETS    
  September 30,  December 31, 
  2018  2017 
  (UNAUDITED)    
Current Assets        
Cash $2,262,742  $920,802 
Accounts receivable, less allowance for doubtful accounts of $15,000  356,432   336,009 
Inventories  2,245,691   617,444 
Prepaid expenses  530,794   138,175 
Total current assets  5,395,659   2,012,430 
         
         
Property and Equipment, at cost        
Machinery and equipment  8,016,072   7,824,563 
Furniture and fixtures  127,610   132,543 
Leasehold improvements  360,225   327,904 
Construction in progress  115,491   22,504 
   8,619,398   8,307,514 
Less accumulated depreciation  (6,626,510)  (6,422,448)
   1,992,888   1,885,066 
         
         
Other Assets  62,202   52,078 
         
TOTAL ASSETS $7,450,749  $3,949,574 

ASSETS

  September 30,  December 31, 
  2019  2018 
  (UNAUDITED)    
Current Assets        
Cash $1,694,890  $1,802,839 
Accounts receivable, less allowance for doubtful accounts of $15,000  298,308   477,932 
Note receivable  7,477   - 
Inventories  3,094,944   2,752,845 
Prepaid expenses  92,156   613,425 
Total current assets  5,187,775   5,647,041 
         
Property and Equipment, at cost        
Machinery and equipment  8,155,324   8,017,850 
Furniture and fixtures  129,683   127,610 
Leasehold improvements  360,225   360,225 
Construction in progress  330,651   138,067 
   8,975,883   8,643,752 
Less accumulated depreciation  (6,948,062)  (6,720,847)
   2,027,821   1,922,905 
         
Right of use asset, net  452,841   - 
Other assets  85,767   75,613 
Total other assets  538,608   75,613 
         
TOTAL ASSETS $7,754,204  $7,645,559 

 

The accompanying notes are an integral part of these financial statements.  

 3 

 

 

SCI ENGINEERED MATERIALS, INC.

 

BALANCE SHEETS

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 September 30, December 31,  September 30, December 31, 
 2018  2017  2019  2018 
 (UNAUDITED)    (UNAUDITED)    
Current Liabilities                
Capital lease obligations, current portion $133,891  $129,500 
Notes payable, current portion  81,889   221,105 
Finance lease obligations, current portion $97,322  $114,853 
Operating lease obligations, current portion  78,666   - 
Accounts payable  429,291   307,498   243,838   321,348 
Customer deposits  3,259,836   407,956   2,617,016   3,202,447 
Accrued compensation  174,695   83,314   73,638   211,227 
Accrued expenses and other  121,094   138,662   86,228   125,130 
Total current liabilities  4,200,696   1,288,035   3,196,708   3,975,005 
                
Capital lease obligations, net of current portion  167,237   181,744 
Finance lease obligations, net of current portion  148,864   147,878 
Operating lease obligations, net of current portion  412,763   - 
Total liabilities  4,367,933   1,469,779   3,758,335   4,122,883 
                
Shareholders' Equity                
Convertible preferred stock, Series B, 10% cumulative,
nonvoting, no par value, $10 stated value, optional
redemption at 103%; optional shareholder conversion 2 shares for 1;
24,152 shares issued and outstanding
  508,400   514,438   508,400   514,438 
Common stock, no par value, authorized 15,000,000 shares;
4,239,326 and 4,185,839 shares issued and outstanding, respectively
  10,205,526   10,131,307 
Common stock, no par value, authorized 15,000,000 shares; 4,342,744 and 4,277,731 shares issued and outstanding, respectively  10,380,680   10,275,733 
Additional paid-in capital  2,281,941   2,289,474   2,270,252   2,280,060 
Accumulated deficit  (9,913,051)  (10,455,424)  (9,163,463)  (9,547,555)
  3,082,816   2,479,795   3,995,869   3,522,676 
                
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $7,450,749  $3,949,574  $7,754,204  $7,645,559 

 

The accompanying notes are an integral part of these financial statements.  

 

 4 

 

 

SCI ENGINEERED MATERIALS, INC.

 

STATEMENTS OF OPERATIONS

 

THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 20182019 AND 20172018

 

(UNAUDITED)

 

 THREE MONTHS ENDED SEPT. 30, NINE MONTHS ENDED SEPT. 30, 
 2018  2017  2018  2017  THREE MONTHS ENDED SEPT. 30, NINE MONTHS ENDED SEPT. 30, 
          2019  2018  2019  2018 
Revenue $2,652,635  $1,978,014  $7,043,244  $5,261,428  $3,255,201  $2,652,635  $10,012,187  $7,043,244 
                                
Cost of revenue  1,986,751   1,607,095   5,125,819   4,090,677   2,796,681   1,986,751   8,162,696   5,125,819 
                                
Gross profit  665,884   370,919   1,917,425   1,170,751   458,520   665,884   1,849,491   1,917,425 
                                
General and administrative expense  310,464   244,062   840,171   754,612   247,984   310,464   957,420   840,171 
                                
Research and development expense  98,514   90,927   252,049   252,714   80,203   98,514   283,672   252,049 
                                
Marketing and sales expense  110,209   51,421   260,805   126,891   63,462   110,209   201,427   260,805 
                                
Income (loss) from operations  146,697   (15,491)  564,400   36,534 
Income from operations  66,871   146,697   406,972   564,400 
                                
Interest income (expense)  2,015   (9,862)  (10,949)  (32,066)
Interest expense (income)  4,539   (2,015)  18,020   10,949 
                                
Income (loss) before provision for income taxes  148,712   (25,353)  553,451   4,468 
Income before provision for income taxes  62,332   148,712   388,952   553,451 
                                
Income tax  4,586   -   11,078   948 
Income tax expense  -   4,586   4,860   11,078 
                                
Net income (loss)  144,126   (25,353)  542,373   3,520 
Net income  62,332   144,126   384,092   542,373 
                                
Dividends on preferred stock  6,038   6,038   18,114   18,114   6,038   6,038   18,114   18,114 
                                
INCOME (LOSS) APPLICABLE TO COMMON SHARES $138,088  $(31,391) $524,259  $(14,594)
INCOME APPLICABLE TO COMMON SHARES $56,294  $138,088  $365,978  $524,259 
                                
Earnings per share - basic and diluted (Note 7)                                
Income (loss) per common share                
Income per common share                
Basic $0.03  $(0.01) $0.12  $(0.00) $0.01  $0.03  $0.08  $0.12 
Diluted $0.03  $(0.01) $0.12  $(0.00) $0.01  $0.03  $0.08  $0.12 
                                
Weighted average shares outstanding                                
Basic  4,232,214   4,149,537   4,214,573   4,126,478   4,335,839   4,232,214   4,317,716   4,214,573 
Diluted  4,294,214   4,149,537   4,228,943   4,126,478   4,356,947   4,294,214   4,357,273   4,228,943 

 

The accompanying notes are an integral part of these financial statements.

 

 5 

 

 

SCI ENGINEERED MATERIALS, INC.

 

STATEMENTS OF CASH FLOWSSHAREHOLDERS' EQUITY

 

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 20182019 AND 20172018

 

(UNAUDITED)

  Convertible     Additional       
  Preferred Stock,  Common  Paid-In  Accumulated    
  Series B  Stock  Capital  Deficit  Total 
Balance 12/31/17 $514,438  $10,131,307  $2,289,474  $(10,455,424) $2,479,795 
                     
Accretion of cumulative dividends  18,114   -   (18,114)  -   - 
                     
Proceeds from exercise of stock options (Note 4)  -   840   -   -   840 
                     
Payment of cumulative dividends (Note 5)  (24,152)  -   -   -   (24,152)
                     
Stock based compensation expense (Note 4)  -   -   10,581   -   10,581 
                     
Common stock issued (Note 4)  -   73,379   -   -   73,379 
                     
Net income  -   -   -   542,373   542,373 
                     
Balance 9/30/18 $508,400  $10,205,526  $2,281,941  $(9,913,051) $3,082,816 
                     
Balance 6/30/18 $502,362  $10,167,903  $2,283,821  $(10,057,177) $2,896,909 
                     
Accretion of cumulative dividends  6,038   -   (6,038)  -   - 
                     
Proceeds from exercise of stock options (Note 4)  -   840   -   -   840 
                     
Stock based compensation expense (Note 4)  -   -   4,158   -   4,158 
                     
Common stock issued (Note 4)  -   36,783   -   -   36,783 
                     
Net income  -   -   -   144,126   144,126 
                     
Balance 9/30/18 $508,400  $10,205,526  $2,281,941  $(9,913,051) $3,082,816 
                     
Balance 12/31/18 $514,438  $10,275,733  $2,280,060  $(9,547,555) $3,522,676 
                     
Accretion of cumulative dividends  18,114   -   (18,114)  -   - 
                     
Proceeds from exercise of stock options (Note 4)  -   14,952   -   -   14,952 
                     
Payment of cumulative dividends (Note 5)  (24,152)  -   -   -   (24,152)
                     
Stock based compensation expense (Note 4)  -   -   8,306   -   8,306 
                     
Common stock issued (Note 4)  -   89,995   -   -   89,995 
                     
Net income  -   -   -   384,092   384,092 
                     
Balance 9/30/19 $508,400  $10,380,680  $2,270,252  $(9,163,463) $3,995,869 
                     
Balance 6/30/19 $502,362  $10,350,684  $2,273,521  $(9,225,795) $3,900,772 
                     
Accretion of cumulative dividends  6,038   -   (6,038)  -   - 
                     
Stock based compensation expense (Note 4)  -   -   2,769   -   2,769 
                     
Common stock issued (Note 4)  -   29,996   -   -   29,996 
                     
Net income  -   -   -   62,332   62,332 
                     
Balance 9/30/19 $508,400  $10,380,680  $2,270,252  $(9,163,463) $3,995,869 

 

  2018  2017 
CASH FLOWS FROM OPERATING ACTIVITIES        
Net income $542,373  $3,520 
Adjustments to reconcile net income to net cash provided by operating activities:        
Depreciation and accretion  344,163   344,089 
Amortization  2,142   7,079 
Stock based compensation  83,960   149,052 
Net loss on disposal of equipment  275   - 
Inventory reserve  (27,759)  (6,000)
Changes in operating assets and liabilities:        
Accounts receivable  (20,423)  37,883 
Inventories  (1,600,487)  (486,704)
Prepaid expenses  (392,619)  (11,384)
Other assets  (11,480)  948 
Accounts payable  121,793   25,639 
Accrued expenses and customer deposits  2,923,898   578,750 
Net cash provided by operating activities  1,965,836   642,872 
         
CASH FLOWS FROM INVESTING ACTIVITIES        
Purchases of property and equipment  (345,140)  (76,577)
Net cash used in investing activities  (345,140)  (76,577)
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Proceeds from exercise of common stock options  840   - 
Principal payments on capital lease obligations and notes payable  (255,444)  (240,156)
Payment of cumulative dividends on preferred stock  (24,152)  - 
Net cash used in financing activities  (278,756)  (240,156)
         
NET INCREASE IN CASH  1,341,940   326,139 
         
CASH- Beginning of period  920,802   730,352 
         
CASH- End of period $2,262,742  $1,056,491 
         
SUPPLEMENTAL DISCLOSURES OF CASH        
 FLOW INFORMATION        
Cash paid during the period for:        
Interest $18,774  $32,427 
Income taxes  11,078   948 
         
SUPPLEMENTAL DISCLOSURES OF NONCASH        
FINANCING ACTIVITIES        
Property and equipment purchased by capital lease  105,325   103,550 
Increase in asset retirement obligation  1,796   914 

The accompanying notes are an integral part of these financial statements.

 6 

 

 

SCI ENGINEERED MATERIALS, INC.

STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2019 AND 2018

(UNAUDITED)

  2019  2018 
CASH FLOWS FROM OPERATING ACTIVITIES        
  Net income $384,092  $542,373 
  Adjustments to reconcile net income to net cash provided by operating activities:        
    Depreciation and accretion  315,161   344,163 
    Amortization  54,945   2,142 
    Stock based compensation  98,301   83,960 
    Loss on disposal of equipment  4,226   275 
    Inventory reserve  900   (27,759)
    Changes in operating assets and liabilities:        
        Accounts receivable  179,624   (20,423)
        Note receivable  (7,477)  - 
        Inventories  (342,999)  (1,600,487)
        Prepaid expenses  521,269   (392,619)
        Right of use asset  (505,701)  - 
        Other assets  (12,239)  (11,480)
        Accounts payable  (77,510)  121,793 
        Operating lease obligations  491,429   - 
        Accrued expenses and customer deposits  (763,827)  2,923,898 
              Net cash provided by operating activities  340,194   1,965,836 
         
CASH FLOWS FROM INVESTING ACTIVITIES        
  Purchases of property and equipment  (343,448)  (345,140)
              Net cash used in investing activities  (343,448)  (345,140)
         
CASH FLOWS FROM FINANCING ACTIVITIES        
  Proceeds from exercise of common stock options  14,952   840 
  Payment of cumulative dividends on preferred stock  (24,152)  (24,152)
  Principal payments on finance lease obligations and notes payable  (95,495)  (255,444)
              Net cash used in financing activities  (104,695)  (278,756)
         
NET (DECREASE) INCREASE IN CASH  (107,949)  1,341,940 
         
CASH- Beginning of period  1,802,839   920,802 
         
CASH- End of period $1,694,890  $2,262,742 
         
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION        
  Cash paid during the period for:        
    Interest $8,318  $18,774 
    Income taxes  4,860   11,078 
         
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES        
  Property and equipment purchased by finance lease  78,950   105,325 
  Increase in asset retirement obligation  1,906   1,796 

The accompanying notes are an integral part of these financial statements.

7

SCI ENGINEERED MATERIALS, INC

NOTES TO FINANCIAL STATEMENTS

 

Note 1.  Business Organization and Purpose

 

SCI Engineered Materials, Inc. (“SCI”, or the “Company”), formerly Superconductive Components, Inc., an Ohio corporation, was incorporated in 1987.  The Company operates in one segment as a global supplier and manufacturer of advanced materials for Physical Vapor Deposition (“PVD”) Thin Film Applications.  The Company is focused on specific markets within the PVD industry (Photonics, Thin Film Solar, Glass and Transparent Electronics).  Substantially all of the Company’s 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.

 

Note 2.  Summary of Significant Accounting Policies

 

Basis of Presentation - The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for fair presentation of the results of operations for the periods presented have been included. The financial statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended December 31, 2017.2018. Interim results are not necessarily indicative of results for the full year.

 

Use of Estimates - The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Note 3.  Recent Accounting Pronouncements

 

Leases - In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which modified. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease accountingliability on the balance sheet for both lessees and lessors to increase transparency and comparability by recognizing lease assets and lease liabilities by lessees for thoseall leases with terms longer than 12 months. Leases will be classified as either finance or operating, leases under previous accounting standards and disclosing key information about leasing arrangements. ASU 2016-02 will be effective forwith classification affecting the Company beginningpattern of expense recognition in its first quarter of 2019, and early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2016-02 on its financial statements.

income statement. In August 2015,July 2018, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606) – Deferral of2018-10, Codification Improvements to Topic 842, Leases. The amendments in ASU 2018-10 clarify, correct or remove inconsistencies in the Effective Date,” which revises the effective date ofguidance provided under ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” (“ASU 2014-09”)2016-02 related to interim and annual periods beginning after December 15, 2017, with early adoption permitted no earlier than interim and annual periods beginning after December 15, 2016. In May 2014,sixteen specific issues identified. Also in July 2018, the FASB issued ASU 2014-09, which amends current revenue guidance.No. 2018-11, Targeted Improvements to Topic 842. This amendment provides the Company with an additional and optional transition method to adopt the new lease standard. Under this new transition method, the Company can apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption and present the accounting on a prospective or go-forward basis instead of applying to the earliest comparative period presented in the financial statements.  The new lease standard became effective for the Company January 1, 2019.

The Company elected to apply the new transition method upon adoption of the new standard.  The Company also elected the available practical expedients on adoption.  The new standard did not have a material impact on the Company’s income statements. The most significant impact of the new standard was the recognition of a ROU asset and lease liability of over $500,000 as of January 1, 2019.

8

SCI ENGINEERED MATERIALS, INC

NOTES TO FINANCIAL STATEMENTS

Note 3.  Recent Accounting Pronouncements (continued)

Revenue Recognition - The core principle of the guidanceASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company’s analysis of sales contracts under ASC 606 supports the recognition of revenue at a point in time, typically when title passes to the customer upon shipment, which is consistent with the previous revenue recognition model.

 

The core principle of ASC 606 is supported by five steps which are listed below:

1.Identify the contract with the customer.
2.Identify the performance obligation in the contract.
3.Determine the transaction price.
4.Allocate the transaction price to performance obligations in the contract.
5.Recognize revenue when or as the Company satisfies a performance obligation.

 

The Company adopted this guidance as of January 1, 2018 utilizing the modified retrospective approach method as applied to customer contracts that were not completed as of January 1, 2018. As a result, financial information for reporting periods beginning on or after January 1, 2018 are presented in accordance with ASC 606, while comparative financial information has not been adjusted and continues to be reported in

7

SCI ENGINEERED MATERIALS, INC

NOTES TO FINANCIAL STATEMENTS

Note 3. Recent Accounting Pronouncements (continued)

accordance with the Company’s revenue recognition policies prior to the adoption of ASC 606. Implementation of the standard did not have a material impact on the Company’s financial statements as the Company’s method for recognizing revenue subsequent to the implementation of ASC 606 does not vary significantly from its revenue recognition practices under the prior revenue standard. Accordingly, there was no required cumulative adjustment to retained earnings as of January 1, 2018.

 

The Company enters into contracts with its customers that generally represent purchase orders specifying general terms and conditions, order quantities and per unit product price.prices. The Company has determined that each unit of product purchased represents a separate performance obligation. The Company satisfies its performance obligations and recognizes revenue at a point in time when control of a unit of product is transferred to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products. For the majority of product sales, transfer of control occurs when the products are shipped from the Company's manufacturing facility to the customer. The cost of delivering products to the Company's customers is recorded as a component of cost of products sold. Those costs may include the amounts paid to a third party to deliver the products. Any freight costs billed to and paid by a customer are included in revenue.

9

SCI ENGINEERED MATERIALS, INC

NOTES TO FINANCIAL STATEMENTS

Note 3.  Recent Accounting Pronouncements (continued)

 

The Company considers collectability of amounts due under a contract to be probable upon inception of a sale based on an evaluation of the credit worthiness of each customer. The Company sells its products typically under agreements with payment terms less than 45 days. The Company does not typically include extended payment terms or significant financing components in contracts with customers. The majority of the Company’s contracts have an obligation to transfer products within one year. Sales commissions are expensed when incurred and recorded within marketing and sales expenses. The Company treats shipping and handling activities that occur after control of the product transfers as fulfillment activities, and therefore, does not account for shipping and handling costs as a separate performance obligation. Customer deposits are funds received in advance from customers and are recognized as revenue when the Company has transferred control of product to the customer.

 

During the three months ended September 30, 20182019 and 2017,2018, revenue from the Photonicsphotonics market was approximately 71.5%100% and 94.8%71% of total revenue, respectively. During the nine months ended September 30, 20182019 and 2017,2018, revenue from the Photonicsphotonics market was approximately 80.1%97% and 95.8%80% of total revenue, respectively. The balance of the revenue in these periods was almost entirely from the Thin Film Solarthin film solar market. The top two customers represented approximately 62.6%79% and 82.3%63% of total revenue for the nine months ended September 30, 20182019 and 2017,2018, respectively. International shipments resulted in 19.6%10% and 6.5%20% of total revenue for the first nine months of 2019 and 2018, and 2017, respectively.

 

Note 4.  Common Stock and Stock Options

 

Stock based compensationBased Compensation cost for all stock awards is based on the grant date fair value and recognized over the required service (vesting) period. Non cash stock based compensation expense was $40,491$32,765 and $51,521$40,941 for the three months ended September 30, 20182019 and 2017,2018, respectively. Non cash stock based compensation expense was $83,960$98,301 and $149,052$83,960 for the nine months ended September 30, 20182019 and 2017,2018, respectively. Unrecognized compensation expense was $37,908$17,473 as of September 30, 20182019 and will be recognized through 2023. There was no tax benefit recorded for this compensation cost as the expense primarily relates to incentive stock options that do not qualify for a tax deduction until, and only if, a qualifying disposition occurs.

 

The non-employee Board members received compensation of 52,48735,725 and 66,60952,487 aggregate shares of common stock of the Company during the nine months ended September 30, 20182019 and 2017,2018, respectively. The stock had an aggregate value of $73,380$89,995 and $58,984$73,379 for the nine months ended September 30, 20182019 and 2017,2018, respectively, and was recorded as non-cash stock compensation expense in the financial statements.

 

The cumulative status of options granted and outstanding at September 30, 2018,2019, and December 31, 2017,2018, as well as options which became exercisable in connection with the Company’s stock option plans is summarized as follows:

 

 810 

 

 

SCI ENGINEERED MATERIALS, INC

NOTES TO FINANCIAL STATEMENTS

 

Note 4.  Common Stock and Stock Options (continued)

 

Employee Stock Options

 

     Weighted 
     Average 
  Stock Options  Exercise Price 
Outstanding at January 1, 2018  381,447  $4.54 
Granted  41,719   1.25 
Exercised  (21,225)  0.84 
Expired  (5,000)  3.10 
Outstanding at December 31, 2018  396,941  $4.41 
Exercised  (31,788)  0.84 
Expired  (271,500)  6.00 
Forfeited  (17,616)  1.00 
Outstanding at September 30, 2019  76,037  $1.03 
Options exercisable at December 31, 2018  329,988  $5.09 
Options exercisable at September 30, 2019  33,643  $0.92 

     Weighted 
     Average 
  Stock Options  Exercise Price 
Outstanding at January 1, 2017  397,671  $4.39 
Exercised  (16,224)  0.84 
Outstanding at December 31, 2017  381,447  $4.54 
Granted  41,719   1.25 
Exercised  (1,000)  0.84 
Expired  (5,000)  3.10 
Outstanding at September 30, 2018  417,166  $4.24 
Options exercisable at December 31, 2017  303,829  $5.03 
Options exercisable at September 30, 2018  324,979  $5.15 

During the nine months ended September 30, 2019, a total of 31,788 stock options were exercised. The Company’s new President, Mr. Jeremy Young, received a loan from the Company in the amount of $14,952 in February 2019 to enable him to exercise 17,800 stock options. Per a Promissory Note signed by Mr. Young this loan is to be repaid in two installments with the final installment due January 1, 2020. The first installment of $7,475 was repaid in February 2019 and the balance is recorded on the balance sheet as a Note Receivable as of September 30, 2019.

 

Exercise prices for options ranged from $0.84 to $6.00$1.25 at September 30, 2018.2019. The weighted average option price for all options outstanding at September 30, 2018,2019, was $4.24$1.03 with a weighted average remaining contractual life of 2.66.7 years. There were no non-employee director stock options outstanding during 2018 or 2017.2019 and 2018.

 

Note 5.  Preferred Stock

 

Dividends on the Series B preferred stock accrue at 10% annually on the outstanding shares. Dividends on the Series B preferred stock were $6,038 for the three months ended September 30, 20182019 and 20172018, and $18,114 for the nine months ended September 30, 20182019 and 2017.2018. The Company had accrued dividends on Series B preferred stock of $259,634 at September 30, 2018,2019, and $265,672 at December 31, 2017.2018. These amounts are included in Convertible preferred stock, Series B, on the balance sheet at September 30, 20182019, and December 31, 2017. In July2018. During the first nine months of 2019 and 2018, a cash dividend in the amountpayment of $24,152 was paidmade to Series B preferred shareholders of record as of June 30, 2018.record.

11

SCI ENGINEERED MATERIALS, INC

NOTES TO FINANCIAL STATEMENTS

 

Note 6.  Inventories

 

Inventories consisted of the following: September 30, December 31,  September 30, December 31, 
 2018  2017  2019  2018 
  (unaudited)      (unaudited)   
Raw materials $1,061,892  $141,733  $1,523,573  $1,568,487 
Work-in-process  1,117,396   370,318   1,444,909   1,144,080 
Finished goods  94,643   161,393   157,103   70,019 
Inventory reserve  (28,240)  (56,000)  (30,641)  (29,741)
 $2,245,691  $617,444  $3,094,944  $2,752,845 

 

Note 7.  Earnings Per Share

 

Basic income per share is calculated as income applicable to common shareholders divided by the weighted average of common shares outstanding. Diluted earnings per share is calculated as diluted income applicable to common shareholders divided by the diluted weighted average number of common shares. Diluted weighted average number of common shares gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. Diluted earnings per share exclude all diluted potential shares if their effect is anti-dilutive. For the three and nine months ended September 30, 2018 and 2017, allAll convertible preferred stock and common stock options listed in Note 4 that were out-of-the-money or anti-dilutive were excluded from diluted earnings per share.

9

SCI ENGINEERED MATERIALS, INC

NOTES TO FINANCIAL STATEMENTS

Note 7. Earnings Per Share (continued)

The following is provided to reconcile the earnings per share calculations:

 

 Three months ended Sept. 30, Nine months ended Sept. 30,  Three months ended Sept. 30, Nine months ended Sept. 30, 
 2018  2017  2018  2017  2019  2018  2019  2018 
         
Income (loss) applicable                
Income applicable                
to common shares $138,088  $(31,391) $524,259  $(14,594) $56,294  $138,088  $365,978  $524,259 
                                
Weighted average common                                
shares outstanding - basic  4,232,214   4,149,537   4,214,573   4,126,478   4,335,839   4,232,214   4,317,716   4,214,573 
                                
Effect of dilution  62,000   -   14,370   -   21,108   62,000   39,557   14,370 
Weighted average                                
shares outstanding - diluted  4,294,214   4,149,537   4,228,943   4,126,478   4,356,947   4,294,214   4,357,273   4,228,943 

 

Note 8.  NotesNote Payable

 

During 2010,October of 2019, the Company applied and was approvedrenewed its line of credit with Huntington Bank for a 166 Direct Loan to borrow up to $744,250$1 million. The line of credit bears interest at 0.5 percentage points over the Prime Commercial Rate with the Ohio Departmentan expiration date of Development (ODOD), now known as the Ohio Development Services Agency (ODSA). This loan was finalized in February 2011. The term of the loan is 84 months at a fixed interest rate of 3%. There is also a 0.25% annual servicing fee charged monthlyOctober 5, 2020. At September 30, 2019, no amounts were drawn on the outstanding principal balance. Asline of September 30, 2018 there was an outstanding balance of $81,889 on this loan. A payment of approximately $10,400, including principal, interest and servicing fee was paid in October 2018. The Company expects to make the final payment of approximately $71,900 in November 2018. This loan is subject to certain covenants, including job creation and retention. On July 21, 2014, the Company and ODSA signed a second amendment relating to the job creation and retention. The Company was in compliance with all covenants at September 30, 2018. During 2010, the Company also applied and was approved for a 166 Direct Loan through the Advanced Energy Program with the Ohio Air Quality Development Authority (OAQDA) to borrow up to approximately $1.4 million. This maximum commitment by the OAQDA was subsequently reduced to $368,906 on March 20, 2012. A final payment of approximately $50,400 was made as scheduled during February 2018 and this loan was repaid in full.credit.

12

SCI ENGINEERED MATERIALS, INC

NOTES TO FINANCIAL STATEMENTS

 

Note 9.  Income Taxes

 

Following is the income tax expense for the three and nine months ended September 30:

 

 Three months ended Nine months ended 
 Three months ended 
September 30,
 Nine months ended
September 30,
  September 30, September 30, 
  2018   2017   2018   2017  2019  2018  2019  2018 
Federal - deferred $-  $-  $-  $-  $-  $-  $-  $- 
State and local  4,586   -   11,078   948   -   4,586   4,860   11,078 
 $4,586  $-  $11,078  $948  $-  $4,586  $4,860  $11,078 

 

Deferred tax assets and liabilities result from temporary differences in the recognition of income and expense for tax and financial reporting purposes. A full valuation allowance has been recorded against the realizabilityrealization of the net deferred tax assets at September 30, 20182019 and December 31, 2017.2018.  The Company has net operating loss carryforwards available for federal and state tax purposes of approximately $4,900,000$3,800,000 which expire in varying amounts through 2037.2038.

 

Note 10. Operating Lease

The Company entered into an operating lease with a third party on March 18, 2014 for its headquarters in Columbus, Ohio. The terms of the lease include monthly payments ranging from $8,700 to $9,700 with a maturity date of November 30, 2024. The Company has the option to extend the lease period for an additional five years beyond the original expiration date. There are no restrictions or covenants associated with the lease. The lease costs were approximately $78,400 during the nine months ended September 30, 2019.

The following is a maturity analysis, by year, of the annual undiscounted cash outflows of the operating lease liabilities as of September 30, 2019:

2019 $26,715 
2020  108,117 
2021  110,364 
2022  112,611 
2023  114,857 
2024  102,550 
Total minimum lease payments $575,214 

Operating cash outflows from operating leases53,890
Weighted average remaining lease term – operating leases5.1 years
Weighted average discount rate – operating leases5.5%

 1013 

 

SCI ENGINEERED MATERIALS, INC

NOTES TO FINANCIAL STATEMENTS

Note 11. Finance Leases

The Company leases certain equipment under finance leases. Future minimum lease payments, by year, with the present value of such payments, as of September 30, 2019, are shown in the following table.

2019 $26,952 
2020  107,808 
2021  91,398 
2022  21,756 
2023  16,315 
Total minimum lease payments  264,229 
Less amount representing interest  18,043 
Present value of minimum lease payments  246,186 
Less current portion  97,322 
Finance lease obligations, net of current portion $148,864 

The equipment under finance lease at September 30, 2019, and December 31, 2018, is included in the accompanying balance sheets as follows:

  Sept. 30, 2019  Dec. 31, 2018 
Machinery and equipment $438,316  $725,036 
Less accumulated depreciation and amortization  85,374   222,973 
Net book value $352,942  $502,063 

These assets are amortized over a period of ten years using the straight-line method and amortization is included in depreciation expense.

The finance leases are structured such that ownership of the leased asset reverts to the Company at the end of the lease term. Accordingly, leased assets are depreciated using the Company's normal depreciation methods and lives.  Ownership of certain assets were transferred to the Company in accordance with the terms of the leases and these assets have been excluded from the leased asset disclosure above.

The Company entered into a finance lease obligation during September 2019 for the purchase of new production and testing equipment in the amount of $78,950.

14

 

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

 

The following discussion should be read in conjunction with the Financial Statements and Notes contained herein and with those in our Form 10-K for the year ended December 31, 2017.2018.

 

Except for the historical information contained herein, the matters discussed in this Quarterly Report on Form 10-Q include certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. Those statements include, but may not be limited to, all statements regarding our intent, belief, and expectations, such as statements concerning our future profitability and operating and growth strategy. Words such as “believe,” “anticipate,” “expect,” “will,” “may,” “should,” “intend,” “plan,” “estimate,” “predict,” “potential,” “continue,” “likely” and similar expressions are intended to identify forward-looking statements. Investors are cautioned that all forward-looking statements contained in this Quarterly Report on Form 10-Q and in other statements we make involve risks and uncertainties including, without limitation, the factors set forth under the caption “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2017,2018, and other factors detailed from time to time in our other filings with the Securities and Exchange Commission. One or more of these factors have affected, and in the future could affect our business and financial condition and could cause actual results to differ materially from plans and projections. Although we believe the assumptions underlying the forward-looking statements contained herein are reasonable, there can be no assurance that any of the forward-looking statements included in this Quarterly Report on Form 10-Q will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved.

 

Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statements are made or reflect the occurrence of unanticipated events, unless necessary to prevent such statements from becoming misleading. New factors emerge from time to time and it is not possible for us to predict all factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

 

Overview

 

SCI Engineered Materials, Inc. (“SCI”, “we” or the “Company”), formerly Superconductive Components, Inc., 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.  We are focused on specific markets within the PVD industry (Photonics, Thin Film Solar, Glass and Transparent Electronics).  Substantially all of our revenues are generated from customers with multi-national operations.  Sales to Photonics customers fluctuate from time to time and currently represent a substantial amount of our revenue. We have made considerable resource investments in the Thin Film Solar marketapplications and several new customers have recently adopted our products.  ThroughThe Company develops innovative customized solutions enabling commercial success through collaboration with end users and Original Equipment Manufacturers we develop innovative customized solutions enabling commercial success.Manufacturers.

 

 1115 

 

 

Item 2.   Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

Executive Summary

 

For the three months ended September 30, 2018,2019, we had total revenue of $2,652,635.$3,255,201. This was an increase of $674,621,$602,566, or 34.1%22.7%, compared to the three months ended September 30, 2017.2018. For the nine months ended September 30, 2018,2019, we had total revenue of $7,043,244.$10,012,187. This was an increase of $1,781,816,$2,968,943, or 33.9%42.2%, compared to the nine months ended September 30, 2017,2018. Volume and also exceeded the total revenue of $6,801,365 for all of 2017. Volume waspricing were higher in our photonics market during 2019. We expect revenue for the full year 2019 to exceed full year 2018. We anticipate revenue to be lower in the fourth quarter of 2019 compared to recent quarters as a result of product mix and continued uncertainties concerning the thin film solar market as well as in our photonics market. Orders for thin film solar products accelerated throughout the first nine months of 2018 resulting in increased quarter end backlog. We are encouraged by developments in the global thin film solar market, led by manufacturing installations coming on line and announcements of new projects. We are actively working to extend our presence in this growing market and expect this increased volume in our thin film solar market to continue through at least the first half of next year.China.

 

Gross profit was $665,884,$458,520 for the three months ended September 30, 20182019 compared to $370,919$665,884 for the same three months in 2017. This was an increase of $294,965, or 79.5%. Gross profit as a percentage of revenue was 25.1% for the third quarter of 2018 compared to 18.8% for the same period in 2017. Gross profit wasand $1,849,491 and $1,917,425 for the nine months ended September 30, 2019 and 2018, compared to $1,170,751 for the same period in 2017. This was an increase of $746,674, or 63.8%. Gross profit as a percentage of revenue was 27.2% for the first nine months of 2018 compared to 22.3% for the same period in 2017.respectively.

 

Operating expenses were $519,187,$391,649 and $386,410$519,187 for the three months ended September 30, 2019 and 2018, respectively and 2017, respectively. This was an increase of $132,777, or 34.4%. Operating expenses were$1,442,519 and $1,353,025 and $1,134,217 for the nine months ended September 30, 2019 and 2018, respectively. The transition costs related to our new President and 2017, respectively. This was an increase of $218,808, or 19.3%.

For the three months ended September 30, 2018, we had net income of $144,126, comparedCEO working closely with our former President and CEO led to net loss of $25,353 for the three months ended September 30, 2017. For the nine months ended September 30, 2018, we had net income of $542,373, compared to $3,520 for the nine months ended September 30, 2017. The impact of recently enacted tariffs imposed by the U.S. Government is currently having an immaterial impact on our gross profit and net income.

We expect revenue in the fourth quarter of 2018 to be higher compared to the third quarter of 2018. If our expectations come to fruition, second half revenue in 2018 would exceed first half revenue by 40% or more. We expect gross profit and net income in the fourth quarter of 2018 to be higher than the third quarter of 2018 and contribute to record net income for the full-year 2018. Backlog has continued to increase since June 30, 2018 and includes a few new substantial orders involving relatively low margin business expected to ship in the fourth quarter of 2018.

Customer deposits increased nearly 700% to $3,259,836 at September 30, 2018 from $407,956 at December 31, 2017, due to orders received from our thin film solar market and photonics market customersexpenses during 2018. Customer deposits represent cash received in advance of revenue earned. These orders are expected to ship during the remainder of 2018 and the first half of 2019. Our former President and CEO retired in June of 2019 and these expenses are expected to continue to be lower for the remainder of this year.

 

We have new materials under development that may replace the Cadmium Sulfide buffer layer in CIGS solar cells. These materials were tested at Case Western Reserve University during the second half of 2017 and the results support the use of our innovative material in thin film solar applications that could lead to higher efficiencies. We are working with customers through product trials and qualifications to accelerate their application to market.adoption of these materials. We continue to invest in developing new products for all of our markets including transparent conductive oxide systems for the thin film solar and display markets as well as with our transparent electronic products. These efforts include accelerating time to market for thoseThose products and involve research and development expense.expense to accelerate time to market.

 

SCI’s patent titled “Display having a transparent conductive oxide layer comprising metal doped zinc oxide applied by sputtering” (US patent No. 9,927,667)A bonding facility and on-site training was issued on March 27, 2018. 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 protectedcompleted in the patent have widesecond quarter of 2019 pursuant to a joint agreement with publicly owned Konfoong Materials International Co., LTD (KFMI). KFMI will bond rotatable thin film solar Aluminum Zinc Oxide cylinders produced in Columbus, Ohio for thin film solar customers in China. This arrangement is intended to enable us to provide an advantage to thin film solar customers in China and innovative applications which can put SCIto also enhance our access to this growing market. We will continue to produce the ceramic portion of the end product in a unique positionour facility in the market as well as bring us additional business opportunities.Columbus. We will continue to exercise control over our trade secrets and proprietary property through assiduous scrutiny of our Intellectual Property. Our products for photonics and thin film solar customers in areas other than China will continue to be bonded at our manufacturing facility in Columbus.

 

 1216 

 

 

Item 2.   Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

RESULTS OF OPERATIONS

 

Three and nine months ended September 30, 20182019 (unaudited) compared to three and nine months ended September 30, 20172018 (unaudited):

 

Revenue

 

For the three months ended September 30, 2018,2019, we had total revenue of $2,652,635.$3,255,201. This was an increase of $674,621,$602,566, or 34.1%22.7%, compared to the three months ended September 30, 2017.2018. For the nine months ended September 30, 2018,2019, we had total revenue of $7,043,244$10,012,187 compared to $5,261,428$7,043,244 for the same period in 2017.2018. This was an increase of $1,781,816$2,968,943 or 33.9%42.2%, compared to the nine months ended September 30, 2017.2018. Volume and pricing were higher in our photonics market and volume was higherlower in our thin film solar market and photonics market. We expect revenue in the fourth quarter of 2018 to be higher compared to the third quarter of 2018. If our expectations come to fruition, second half revenue in 2018 would exceed first half revenue by 40% or more.

Revenue from sales are recognized when the Company meets its performance obligations. Revenue from product sales is recognized based on shipping terms or upon shipment to customers. Provisions for discounts and rework costs for returns are established when products are shipped based on historical experience. Customer deposits represent cash received in advance of revenue earned.during 2019.

 

Gross Profit

 

Gross profit was $665,884$458,520 for the three months ended September 30, 20182019 compared to $370,919$665,884 for the same three months in 2017.2018. This was an increasea decrease of $294,965,$207,364, or 79.5%31.1%. Gross profit as a percentage of revenue (gross margin) was 25.1%14.1% for the third quarter of 20182019 compared to 18.8%25.1% for the same period in 2017.2018. Gross profit was $1,917,425$1,849,491 for the nine months ended September 30, 20182019 compared to $1,170,751$1,917,425 for the first nine months of 2017.2018. This was an increasea decrease of $746,674$67,934 or 63.8%3.5%. Gross margin was 27.2%18.5% for the first nine months of 20182019 compared to 22.3%27.2% for the same period in 2017.2018. The increasedecrease in gross profit andwas primarily due to product mix including lower volume in our thin film solar market previously mentioned. A certain raw material related to the increased volume in our photonics market had an increase in pricing which contributed to a lower gross margin was attributed to increased revenue as well as improved product mix.which impacted overall gross margin.

 

General and Administrative Expense

 

General and administrative expense for the three months ended September 30, 2019 and 2018, was $247,984 and 2017 were $310,464, and $244,062, respectively, an increasea decrease of 27.2%20.1%. This increasedecrease was primarily related to higherlower compensation of approximately $74,000. The third quarter of 2017 included lower compensation$67,000, principally due to cost cutting measures which were instituted latethe retirement in 2016. The third quarterJune of 2018 included lower non-cash stock compensation expense by approximately $12,000 compared to the third quarter2019 of 2017.our former President and CEO.

 

General and administrative expense for the nine months ended September 30, 2019 and 2018, was $957,420 and 2017 were $840,171, and $754,612, respectively, an increase of 11.3%14.0%. This increase was primarily related to higher compensation of approximately $152,000.$15,000, higher director compensation of $37,000, higher professional fees of $30,000 and start-up training costs at KFMI in China of approximately $11,000. The transition of our new President and CEO working closely with our former President and CEO led to increased expenses during the first nine monthshalf of 2017 included2019. Our former CEO retired in June of 2019 and these expenses are expected to continue to be lower compensation due to cost cutting measures previously mentioned. The first nine monthsfor the remainder of 2018 included lower non-cash stock compensation expense by approximately $67,000 compared to the same time period in 2017.this year.

 

Professional Fees

 

Included in general and administrativetotal expense was $35,022,$39,799 and $42,118$35,022 for professional fees for the three months ended September 30, 20182019 and 2017,2018, respectively and $130,657,$160,252 and $139,350$130,657 for professional fees for the nine months ended September 30, 20182019 and 2017,2018, respectively. These continuedongoing expenses were primarily related to SEC compliance costs for legal, accounting and stockholder relations fees.fees as well as costs associated with the transition of our new President and CEO.

 

 1317 

 

 

Item 2.   Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Research and Development Expense

 

Research and development expense for the three months ended September 30, 20182019, was $98,514$80,203 compared to $90,927$98,514 for the same period in 2017, an increase2018, a decrease of 8.3%18.6%. This increase wasThe decrease is primarily related to increased compensation and benefits in addition to ongoing research.less compensation. Research and development expense for the nine months ended September 30, 20182019, was $252,049$283,672 compared to $252,714$252,049 for the same period in 2017. We2018, an increase of 12.5%. This increase was principally due to ongoing research as we continue to invest in developing new productsapplications for all of our markets including an innovative buffer layer for Thin Filmthin film solar cells, transparent conductive oxide systems for applications in transparent electronics and thin film solar applications.solar. These efforts include accelerating time to market for those productsapplications and involve ongoing research and development expense.

 

Marketing and Sales Expense

 

Marketing and sales expense was $110,209$63,462 and $51,421$110,209 for the three months ended September 30, 20182019 and 2017,2018, respectively. This was an increasea decrease of $58,788$46,747 or 114.3%42.4%. This increasedecrease was primarily related to higher wageslower compensation and benefits of approximately $32,000, sales rep commissions of approximately $13,000 and travel costs of approximately $11,000.$43,000.

 

Marketing and sales expense was $260,805$201,427 and $126,891$260,805 for the nine months ended September 30, 20182019 and 2017,2018, respectively. This was an increasea decrease of $133,914$59,378 or 105.5%22.8%. This increasedecrease was primarily related to higher wages and benefitslower compensation of approximately $91,000, sales rep commissions$42,000 due to the allocation of approximately $25,000,salary expenses for our new President and travel expenses of approximately $17,000.

These higherCEO who previously was also engaged in marketing and sales expensesactivities. In addition, commissions were directly relatedlower by approximately $16,000 compared to implementation of our growth strategy.the same time period in 2018.

 

Stock Compensation Expense

 

Included in total expenses were non-cash stock based compensation costs of $40,941$32,765 and $51,521$40,941 for the three months ended September 30, 20182019 and 2017,2018, respectively, and $83,960$98,301 and $149,052$83,960 for the nine months ended September 30, 20182019 and 2017,2018, respectively. This decrease is a result of stock options becoming fully vested in 2018.increase was primarily related to higher director compensation. Compensation costexpense 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 related to operating expense was $37,908$17,473 as of September 30, 20182019 and will be recognized through 2023.

 

Interest

 

Interest expense was $4,539 for the three months ended September 30, 2019 and $18,020 for the nine months ended September 30, 2019. Interest income was $2,015 for the three months ended September 30, 2018 compared to interest expense of $9,862 for the three months ended September 30, 2017.2018. Interest expense was $10,949 and $32,066 for the nine months ended September 30, 2018 and 2017, respectively. The improvement2018. Interest expense during 2019 was higher due to lower principal balances on our debt and increased earned income on higher cash balances. Interestthe new operating lease standard that became effective January 1, 2019 which reclasses a portion of rent expense is expected to continue to decrease as we anticipate paying the entire remaining balance of $81,889 on our note payable during the fourth quarter of 2018.interest expense.

Income/LossIncome Applicable to Common SharesStock

 

Income applicable to common sharesstock for the three months ended September 30, 2019 and 2018, was $56,294 and $138,088, compared to a loss of $31,391 for the three months ended September 30, 2017.respectively. Income applicable to common sharesstock for the nine months ended September 30, 2019 and 2018 was $365,978 and $524,259, compared to a lossrespectively.

Liquidity and Capital Resources

Cash

As of $14,594 for the nine months ended September 30, 2017.2019, cash on hand was $1,694,890. Cash on-hand was $1,802,839 at December 31, 2018. The improvementlower cash balance was due to higher revenuepurchases of inventory as well as an in-plant office structured mezzanine and gross profit.production equipment.

Common Stock

The following schedule represents our outstanding common stock during the period of 2018 through 2028 assuming all outstanding stock options are exercised during the year of expiration. Based on outstanding shares at September 30, 2018, if each shareholder exercises his or her options, it would increase our common shares by 417,166 to 4,656,492 by December 31, 2028. Assuming all such options are exercised in the year of expiration, the effect on shares outstanding is illustrated as follows:

  Options due to expire  Potential shares outstanding  Weighted average
exercise price
 
2019  271,500   4,510,826  $6.00 
2024  103,947   4,614,773  $0.84 
2028  41,719   4,656,492  $1.25 

 

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Item 2.   Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

Liquidity and Capital Resources

Cash

Cash on hand at September 30, 2018 was $2,262,742 compared to $920,802 at December 31, 2017. This was an increase of $1,341,940 or 145.7%. The increase was primarily due to the receipt of customer deposits.

Working Capital

 

At September 30, 20182019 working capital was $1,194,963$1,991,067 compared to $724,395$1,672,036 at December 31, 2017,2018, an increase of $470,568$319,031 or 65.0%19.1%. Inventories increased approximately $1,628,000$342,099 and customer deposits increased approximately $2,852,000prepaid expenses decreased $521,269 due to orders received from our thin film solar market as well as our photonics market during 2018. Accounts receivablelate in 2018 and accounts payable increased approximately $20,000inventory purchased in 2019. Accrued expenses and $122,000 respectively. Prepaid expenses increased approximately $393,000customer deposits decreased $763,827 due to raw material purchasedprepaid orders shipped during 2019 and the timing of accrued compensation at December 31, 2018 which was paid in 2019. The right of use asset appeared on the balance sheet for the first time in January 2019 and there was a net balance of $452,841 at September 2018 and received in October 2018. Current debt30, 2019. The new operating lease obligations decreased approximately $135,000 during 2018.line items on the balance sheet had a combined balance of $491,429 at September 30, 2019.

Cash from Operations

 

Net cash provided by operating activities during the nine months ended September 30, 2019, was approximately $1,966,000$340,194 and $1,965,836 for the nine months ended September 30, 20182018. This included depreciation and approximately $643,000amortization of $370,106 and $346,305, and non-cash stock-based compensation costs of $98,301 and $83,960 for the nine months ended September 30, 2017. Included in expenses were depreciation2019 and amortization of approximately $346,000 and $351,000 and non-cash stock based compensation costs of approximately $84,000 and $149,000 for the nine months ended September 30, 2018, and 2017, respectively. In addition, accrued expenses and customer deposits increased approximately $2,924,000 and $579,000,decreased $763,827 for the nine months ended September 30, 20182019 and 2017, respectively.increased $2,923,898 for the nine months ended September 30, 2018. The increase in 2018 was due primarily to customer deposits received from our thin film solarfor shipments in 2018 and photonics customers during 2018.2019.

 

Cash from Investing Activities

 

Cash of approximately $345,000$343,448 was used in investing activities during the nine months ended September 30, 2018, compared2019, which included an in-plant office structured mezzanine in addition to approximately $77,000 duringacquisition of production equipment. During the nine months ended September 30, 2017, principally for purchases of property and equipment.2018, $345,140 was used in investing activities.

 

Cash from Financing Activities

 

Cash of approximately $255,000$95,495 and $240,000$255,444 was used in financing activities for principal payments to third parties for capitalfinance lease obligations and notes payable during the nine months ended September 30, 2019 and 2018, and 2017, respectively. In July 2018, a cashA dividend payment in the amount of $24,152 was made for paymentto owners of accumulated dividends onour Series B preferred stock.stock during the first nine months of 2019 and 2018.

 

Debt Outstanding

 

Total debt outstanding decreased to approximately $383,000$246,186 at September 30, 2018,2019, from approximately $532,000$262,731 at December 31, 2017,2018, a decrease of 28.1%6.3%. Debt issuance costsDuring the first nine months of $787 at December 31, 2017 are netted for financial statement presentation. There were no debt issuance costs at September 30, 2018. During2019 and 2018, we incurred a new capital lease obligationobligations of approximately $105,000.

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Item 2. Management's Discussion$78,950 and Analysis of Financial Condition and Results of Operations (continued)$105,325, respectively.

 

Off Balance Sheet Arrangements

 

We have no off balance sheet arrangements including special purpose entities.

 

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 our Annual Report on Form 10-K for the year ended December 31, 2017,2018, describes the significant accounting policies and methods used in the preparation of the Financial Statements. Estimates are used for, but not limited to, accounting for the allowance for doubtful accounts, inventory allowances, property and equipment depreciable lives, patents and licenses useful lives, revenue recognition, tax valuation allowance, 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 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, 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 margin could be adversely affected. 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 benefit us. 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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Item 4.   Controls and Procedures

 

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 operated, can only provide reasonable assurance of achieving the desired control objectives and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Due to a segregation of duties material weakness described below, and based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2018,2019, the Company’s disclosure controls and procedures were not effective, at the reasonable assurance level, in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and in ensuring 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 FinancialAccounting Officer, as appropriate to allow timely discussions regarding required disclosure. WeUntil we are able to hire additional employees, we will continue to report to the Audit Committee and the Board of Directors at least monthly (and more often as necessary). We believe this will continue to mitigate this weakness. This reporting includes balance sheets, statements of operations, statements of cash flows, and other detail supporting these statements. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operation, changes in shareholder’sshareholders’ equity and cash flows for all periods presented.

 

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, including our Chief Executive Officer and Chief Financial Officer, does not expect that our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods is subject to the risk that those internal controls may become inadequate because of changes in business conditions or that the degree of compliance with the policies or procedures may deteriorate.

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Item 4.   Controls and Procedures (continued)

 

Management previously disclosed a material weakness in internal control over financial reporting in its annual report on Form 10-K, filed on February 1, 2018,5, 2019, for the year ended December 31, 2017,2018, 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. In order to remediate this weakness, we will need to hire additional employees. Although we will periodically reevaluate this situation, at this point we consider that the risks associated with such lack of segregation of duties and the potential benefits of adding employees to segregate such duties are not cost justified. WeUntil we are able to hire additional employees, we will continue to report to the Audit Committee and the Board of Directors at least monthly (and more often as necessary). We believe this will continue to mitigatethese efforts address this weakness. This reporting includesThese reports include balance sheets, statements of operations, statements of cash flows, and other detail supporting these statements.

 

Changes in Internal Controls over Financial Reporting

 

There were no changes in our internal controls over financial reporting for the three months ended September 30, 2018,2019, that materially affected or were reasonably likely to materially affect our disclosure controls and procedures. Additionally, there were no changes in our internal controls that could materially affect our disclosure controls and procedures subsequent to the date of their evaluation.

 

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Part II. Other Information

Item 6. Exhibits

 

Item 6.   Exhibits

3(a)3.1Certificate of Second Amended and Restated Articles of Incorporation of Superconductive Components, Inc. (Incorporated by reference to Exhibit 3(a) to the Company’s initial Form 10-SB, filed on September 28, 2000)
   
3(b)3.2Restated Code of Regulations of Superconductive Components, Inc. (Incorporated by reference to Exhibit 3(b) to the Company’s initial Form 10-SB, filed on September 28, 2000)
   
3(c)3.3Amendment to Articles of Incorporation recording the change of the corporate name to SCI Engineered Materials, Inc. (Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-QSB filed November 7, 2007).
   
4(a)4.1SCI Engineered Materials, Inc. 2011 Stock Incentive Plan (Incorporated by reference to the Company’s Definitive Proxy Statement for the 2011 Annual Meeting of Shareholders held on June 10, 2011, filed April 28, 2011).
   
4(b)4.2Superconductive Components, Inc. 2006 Stock Incentive Plan (Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement for the 2006 Annual Meeting of Shareholders held on June 9, 2006, filed May 1, 2006).
   
10(a)4.3Description of the Material Terms of the Stock Option Grant and Cash Bonus Plan for Executive Officers (Incorporated by reference to the Company’s Current Report on Form 8-K, dated June 19, 2006, filed June 23, 2006)
4.4Form of Incentive Stock Option Agreement under the Superconductive Components, Inc. 2006 Stock Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 19, 2006, filed June 23, 2006).
4.5Form of Non-Statutory Stock Option Agreement under the Superconductive Components, Inc. 2006 Stock Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 19, 2006, filed June 23, 2006).
4.6Description of the Material Terms of the Stock Option Grant for Executive Officers and Board of Directors (Incorporated by reference to the Company’s Current Report on Form 8-K dated January 2, 2009, filed January 6, 2009).
10.1Description of amendment to the LoanBonding Agreement between the Company and The Ohio Air Quality Development Authority (Incorporated by reference to the Company’s Current Report on Form 8-K, filed March 26, 2012).
10.2Description of amendment to the Loan Agreement between the Company and the Ohio Department of Development (Incorporated by reference to the Company’s Current Report on Form 8-K, filed April 9, 2012).
10.3Description of amendment to the Loan Agreement between the Company and The Ohio Air Quality Development Authority (Incorporated by reference to the Company’s Current Report on Form 8-K, filed July 10, 2012).
10.4Description of amendment to the Loan Agreement between the Company and The Ohio Air Quality Development Authority (Incorporated by reference to the Company’s Current Report on Form 8-K, filed October 19, 2012).
10.5Description of amendment to the Loan Agreement between the Company and the Ohio Development Services Agency, formerly known as the Ohio Department of Development (Incorporated by reference to the Company’s Current Report on Form 8-K, dated March 19, 2013).

19

Part II. Other Information

Item 6. Exhibits(continued)

10.6Description of modification to payment schedules between the Company and the Ohio Development Services Agency, formerly known as the Ohio Department of Development and Description of Business Loan Agreement between the Company and The Huntington National Bank dated as of October 8, 2013 (Incorporated by reference to the Company’s Current Report on Form 8-K, dated August 12, 2013).
10.7Description of amendment to Loan Documents between the Company and the Ohio Air Quality Development AuthorityKonfoong Material International Co., Ltd. dated as of December 20, 201318, 2018 (Incorporated by reference to the Company’s Current Report on Form 8-K, dated December 26, 2013)18, 2018).
   
10(b)10.8DescriptionEmployment Agreement entered into as of amendment to the Loan AgreementDecember 13, 2018, between the CompanyJeremy Young and the Ohio Development Services Agency, formerly known asCompany.
14(a)SCI Engineered Materials Code of Ethics for the Ohio Department of DevelopmentChief Executive Officer and Chief Financial Officer (Incorporated by reference to the Company’s Current Report on Form 8-K, dated July 24, 2014).via the Company’s website atwww.sciengineeredmaterials.com)
   
10.931.1Description of amendment to Loan Documents between the Company and the Ohio Air Quality Development Authority dated as of July 21, 2016 (Incorporated by reference to the Company’s Current Report on Form 8-K, dated July 22, 2016).

31.1*Rule 13a-14(a) Certification of Principal Executive Officer.*

31.231.2*Rule 13a-14(a) Certification of Principal Financial Officer.*

32.132.1*Section 1350 Certification of Principal Executive Officer andOfficer.

22

Item 6.   Exhibits (continued)

32.2*Section 1350 Certification of Principal Financial Officer and Principal Accounting Officer.*

99.1Press Release dated October 31, 2018,November 4, 2019, entitled “SCI Engineered Materials, Inc., Reports 2019 Nine Month and Third Quarter 2018 Results; Increases Full-Year Outlook.Results.

101The Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018,2019, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at September 30, 20182019 and December 31, 2017,2018 (ii) Consolidated Statements of Operations for the three and nine months ended September 30, 2019 and 2018, (iii) Consolidated Statement of Changes in Equity for the three and 2017, (iii)nine months ended September 30, 2019 and 2018, (iv) Consolidated Statements of Cash Flows for the nine months ended September 30, 2019 and 2018, and 2017, (iv)(v) Notes to Financial Statements.*

 

* Filed with this reportherewith

 

 2023 

 

 

Signatures

 

Pursuant to the requirements 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.

 

SCI ENGINEERED MATERIALS, INC.
  
Date: October 31, 2018November 4, 2019/s/ Daniel RooneyJeremiah R. Young
Jeremiah R. Young, President and Chief Executive Officer 
(Principal Executive Officer) 
  Daniel Rooney, Chairman of the Board of Directors,
President and Chief Executive Officer
(Principal Executive Officer)
 /s/ Gerald S. Blaskie
Gerald S. Blaskie, Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

 

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