x
|
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
o
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Ohio
|
31-1210318
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(State
or other jurisdiction of
|
(I.R.S.
Employer
|
incorporation
or organization)
|
Identification
No.)
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Page
No.
|
||
PART
I.
|
FINANCIAL
INFORMATION
|
|
Item
1.
|
Financial
Statements.
|
|
|
Balance
Sheets as of September 30, 2007 (unaudited)
|
|
|
and
December 31, 2006
|
3
|
|
Statements
of Operations for the Three Months and Nine Months
|
|
|
Ended
September 30, 2007 and 2006 (unaudited)
|
5
|
|
Statements
of Cash Flows for the Nine Months
|
|
|
Ended
September 30, 2007 and 2006 (unaudited)
|
6
|
|
Notes
to Financial Statements (unaudited)
|
8
|
|
||
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and
|
|
|
Results
of Operations.
|
14
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Item
3.
|
Controls
and Procedures.
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19
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PART
II.
|
OTHER
INFORMATION
|
|
Item
1.
|
Legal
Proceedings.
|
N/A
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds.
|
N/A
|
Item
3.
|
Defaults
Upon Senior Securities.
|
N/A
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Item
4.
|
Submission
of Matters to a Vote of Security Holders.
|
20
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Item
5.
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Other
Information.
|
N/A
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Item
6.
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Exhibits.
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20
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Signatures.
|
21
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ITEM 1. |
FINANCIAL
STATEMENTS
|
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
|||||||
|
September
30,
|
December
31,
|
|||||
|
2007
|
2006
|
|||||
(UNAUDITED)
|
|||||||
CURRENT
LIABILITIES
|
|||||||
Capital
lease obligation, current portion
|
$
|
256,896
|
$
|
70,799
|
|||
Accounts
payable
|
611,577
|
297,161
|
|||||
Accrued
contract expenses
|
30,494
|
27,258
|
|||||
Accrued
personal property taxes
|
13,226
|
22,500
|
|||||
Customer
deposits
|
875,541
|
526,581
|
|||||
Accrued
expenses and other
|
142,708
|
208,494
|
|||||
Total
current liabilities
|
1,930,442
|
1,152,793
|
|||||
CAPITAL
LEASE OBLIGATION, NET OF
|
|||||||
CURRENT
PORTION
|
919,935
|
145,693
|
|||||
COMMITMENTS
AND CONTINGENCIES
|
-
|
-
|
|||||
SHAREHOLDERS'
EQUITY
|
|||||||
Convertible
preferred stock, Series B, 10% cumulative, nonvoting
|
|||||||
no
par value, $10 stated value, optional redemption at 103%;
|
|||||||
24,566
and 25,185 issued and outstanding respectively
|
369,719
|
360,146
|
|||||
Common
stock, no par value, authorized 15,000,000 shares;
|
|||||||
3,474,338
and 3,432,915 shares issued and outstanding respectively
|
9,061,378
|
9,007,817
|
|||||
Additional
paid-in capital
|
989,674
|
995,586
|
|||||
Accumulated
deficit
|
(7,653,544
|
)
|
(7,859,087
|
)
|
|||
2,767,227
|
2,504,462
|
||||||
TOTAL
LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
5,617,604
|
$
|
3,802,948
|
2007
|
2006
|
||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|||||||
Net
income
|
$
|
205,543
|
$
|
27,351
|
|||
Adjustments
to reconcile net income to net cash
|
|||||||
provided
by operating activities:
|
|||||||
Depreciation
and accretion
|
216,618
|
158,009
|
|||||
Amortization
|
2,316
|
2,316
|
|||||
Stock
based compensation
|
42,938
|
5,744
|
|||||
Gain
on sale of equipment
|
(8,352
|
)
|
-
|
||||
Inventory
reserve
|
8,765
|
(410
|
)
|
||||
Provision
for doubtful accounts
|
(300
|
)
|
-
|
||||
Changes
in operating assets and liabilities:
|
|||||||
(Increase)
decrease in assets:
|
|||||||
Accounts
receivable
|
130,860
|
(136,027
|
)
|
||||
Inventories
|
(315,039
|
)
|
(91,163
|
)
|
|||
Prepaid
expenses
|
27,076
|
(22,124
|
)
|
||||
Other
assets
|
265,088
|
(4,266
|
)
|
||||
Increase
in liabilities:
|
|||||||
Accounts
payable
|
314,416
|
24,957
|
|||||
Accrued
expenses and customer deposits
|
274,652
|
501,907
|
|||||
Total
adjustments
|
959,038
|
438,943
|
|||||
Net
cash provided by operating activities
|
1,164,581
|
466,294
|
|||||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|||||||
Proceeds
on sale of equipment
|
18,670
|
-
|
|||||
Purchases
of property and equipment
|
(212,016
|
)
|
(164,155
|
)
|
|||
Net
cash used in investing activities
|
(193,346
|
)
|
(164,155
|
)
|
|||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|||||||
Proceeds
from exercise of common stock options
|
9,625
|
1,200
|
|||||
Proceeds
from exercise of common stock warrants
|
26,909
|
-
|
|||||
Payments
related to registration of common stock
|
(32,255
|
)
|
(50,131
|
)
|
|||
Principal
payments on capital lease obligations
|
(106,977
|
)
|
(45,834
|
)
|
|||
Net
cash used in financing activities
|
(102,698
|
)
|
(94,765
|
)
|
Note 1. |
Business
Organization and Purpose
|
Note 2. |
Summary
of Significant Accounting
Policies
|
The
accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United
States of America for interim financial information and with instructions
to Form 10-QSB and Article 10 of Regulation S-X. Accordingly, they
do not
include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for
complete
financial statements. In the opinion of management, all adjustments
considered necessary for fair presentation of the results of operations
for the periods presented have been included. The financial statements
should be read in conjunction with the audited financial statements
and
the notes thereto for the year ended December 31, 2006. Interim results
are not necessarily indicative of results for the full
year.
|
The
preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
|
In
2004, the Company received funds of $517,935 from the Ohio Department
of
Development’s Third Frontier Action Fund (TFAF) for the purchase of
equipment related to the grant’s purpose. The Company has elected to
record the funds disbursed as a contra asset; therefore, the assets
are
not reflected in the Company’s financial statements. As assets were
purchased, the liability initially created when the cash was received
was
reduced with no revenue recognized or fixed asset recorded on the
balance
sheet. As of September 30, 2007, the Company had disbursed the entire
amount received. The grant and contract both provide that as long
as the
Company performs in compliance with the grant/contract, the Company
retains the rights to the equipment. Management states that the Company
will be in compliance with the requirements and, therefore, will
retain
the equipment at the end of the grant in
2008.
|
Note 2. |
Summary
of Significant Accounting Policies
(continued)
|
Note
3.
|
Common
Stock and Stock Options
|
Weighted
|
|||||||
Average
|
|||||||
Stock
Options
|
Exercise
Price
|
||||||
Outstanding
at December 31, 2005
|
328,250
|
$
|
1.95
|
||||
Granted
|
42,500
|
3.25
|
|||||
Exercised
|
(7,000
|
)
|
1.71
|
||||
Forfeited
|
(20,000
|
)
|
2.13
|
||||
Outstanding
at December 31, 2006
|
343,750
|
$
|
2.09
|
||||
Granted
|
-
|
-
|
|||||
Exercised
|
-
|
-
|
|||||
Forfeited
|
(500
|
)
|
3.25
|
||||
Outstanding
at September 30, 2007
|
343,250
|
$
|
2.08
|
||||
Shares
exercisable at December 31, 2006
|
306,250
|
$
|
1.95
|
||||
Shares
exercisable at September 30, 2007
|
313,650
|
$
|
1.97
|
Weighted
|
|||||||
Average
|
|||||||
Stock
Options
|
Exercise
Price
|
||||||
Outstanding
at December 31, 2005
|
247,000
|
$
|
2.48
|
||||
Granted
|
-
|
-
|
|||||
Exercised
|
-
|
-
|
|||||
Expired
|
-
|
-
|
|||||
Forfeited
|
-
|
-
|
|||||
Outstanding
at December 31, 2006
|
247,000
|
$
|
2.48
|
||||
Granted
|
-
|
-
|
|||||
Exercised
|
(6,000
|
)
|
1.60
|
||||
Expired
|
-
|
-
|
|||||
Forfeited
|
-
|
-
|
|||||
Outstanding
at September 30, 2007
|
241,000
|
$
|
2.51
|
||||
Shares
exercisable at December 31, 2006
|
247,000
|
$
|
2.48
|
||||
Shares
exercisable at September 30, 2007
|
241,000
|
$
|
2.51
|
Note
3.
|
Common
Stock and Stock Options
(continued)
|
2006
|
||
Expected
life in years
|
7.0
|
|
Interest
rate
|
5%
|
|
Volatility
|
107.55%
|
|
Dividend
yield
|
0%
|
Note
4.
|
Inventory
|
Inventory
is comprised of the following:
|
September
30,
|
December
31,
|
||||||
2007
|
2006
|
||||||
(unaudited)
|
|||||||
Raw
materials
|
$
|
871,006
|
$
|
695,819
|
|||
Work-in-progress
|
530,062
|
335,325
|
|||||
Finished
goods
|
179,565
|
234,450
|
|||||
Inventory
reserve
|
(84,627
|
)
|
(75,862
|
)
|
|||
$
|
1,496,006
|
$
|
1,189,732
|
Note 5. |
Earnings
Per Share
|
Basic
income per share is calculated as income available to common stockholders
divided by the weighted average of common shares outstanding. Diluted
earnings per share is calculated as diluted income available to common
stockholders divided by the diluted weighted average number of common
shares. Diluted weighted average number of common shares has been
calculated using the treasury stock method for Common Stock equivalents,
which includes Common Stock issuable pursuant to stock options and
Common
Stock warrants. The following is provided to reconcile the earnings
per
share calculations:
|
Three
months ended Sept. 30, 2007
|
Three
months ended Sept. 30, 2006
|
Nine
months
ended
Sept. 30, 2007
|
Nine
months
ended
Sept. 30, 2006
|
||||||||||
Income
applicable to common shares
|
$
|
30,011
|
$
|
110,236
|
$
|
186,706
|
$
|
8,463
|
|||||
Weighted
average common shares outstanding - basic
|
3,468,756
|
3,425,980
|
3,457,005
|
3,425,937
|
|||||||||
Effect
of dilution - stock options/warrants
|
747,564
|
481,857
|
767,894
|
520,098
|
|||||||||
Weighted
average common shares outstanding - diluted
|
4,216,320
|
3,907,837
|
4,224,899
|
3,946,035
|
Note 6. |
Capital
Requirements
|
Note 7. |
Production
Equipment
|
Note 8. |
Stock
Purchase Warrants/Options
|
Item 2. |
Management's
Discussion and Analysis of Financial Condition and Results of
Operations.
|
Item 2. |
Management's
Discussion and Analysis of Financial Condition and Results of Operations
(continued).
|
Item 2. |
Management's
Discussion and Analysis of Financial Condition and Results of Operations
(continued).
|
Item 2. |
Management's
Discussion and Analysis of Financial Condition and Results of Operations
(continued).
|
Item 2. |
Management's
Discussion and Analysis of Financial Condition and Results of Operations
(continued).
|
Item 2. |
Management's
Discussion and Analysis of Financial Condition and Results of Operations
(continued).
|
Item 3. |
Controls
and Procedures
|
Item 4. |
Submission
of Matters to a Vote of Security
Holders.
|
(a)
|
The
Company held its Annual Meeting of Shareholders on August 22, 2007,
for
the following purposes:
|
(i)
|
To
elect five directors, each to serve for terms expiring at the next
Annual
Meeting of Shareholders;
|
(ii)
|
To
approve the change of the corporate name to SCI Engineered Materials,
Inc.
and to amend the Company’s Articles of Incorporation;
and
|
(iii)
|
To
ratify the selection of the independent registered public accounting
firm
for the year ending December 31,
2007.
|
(c)
|
The
following tables show the voting tabulations for the matters voted
upon at
the Annual Meeting of Shareholders.
|
(i)
|
Elect
directors
|
||
FOR
|
WITHHELD
|
||
Robert
J. Baker, Jr.
|
2,802,864
|
3,900
|
|
Walter
J. Doyle
|
2,801,764
|
5,000
|
|
Robert
H. Peitz
|
2,802,914
|
3,850
|
|
Daniel
Rooney
|
2,801,789
|
4,975
|
|
Edward
W. Ungar
|
2,802,964
|
3,800
|
FOR
|
AGAINST
|
ABSTAIN
|
||
(ii)
|
Approve
Company Name Change
|
2,780,801
|
1,220
|
24,743
|
(iii)
|
Ratify
Accounting firm
|
2,806,074
|
100
|
590
|
Item 6. |
Exhibits.
|
3.1 |
Amendment
to Articles of Incorporation recording the change of the corporate
name to
SCI Engineered Materials, Inc.*
|
31.1
|
Rule
13a-14(a) Certification of Principal Executive
Officer.*
|
31.2 |
Rule
13a-14(a) Certification of Principal Financial
Officer.*
|
32.1 |
Section
1350 Certification of Principal Executive
Officer.*
|
32.2 |
Section
1350 Certification of Principal Financial
Officer.*
|
99.1
|
Press
Release dated November 7, 2007, entitled “SCI Engineered Materials, Inc.
Reports Third Quarter 2007
Results.”*
|
SCI
ENGINEERED MATERIALS, INC.
|
||
|
|
|
Date:
November 5,
2007
|
/s/ Daniel Rooney | |
Daniel
Rooney, Chairman of the Board of Directors, President and Chief Executive
Officer
|
||
(Principal
Executive Officer)
|
|
|
|
/s/ Gerald S. Blaskie | ||
Gerald
S. Blaskie, Vice President and Chief Financial Officer
|
||
(Principal
Financial Officer and Principal Accounting
Officer)
|
1.
|
I
have reviewed this Quarterly Report on Form 10-QSB of SCI Engineered
Materials, Inc.;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
small
business issuer as of, and for, the periods presented in this
report;
|
4.
|
The
small business issuer’s other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures
(as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:
|
a)
|
designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the small business issuer,
including
its consolidated subsidiaries, is made known to us by others within
those
entities, particularly during the period in which this report is
being
prepared;
|
b)
|
[reserved];
|
c)
|
evaluated
the effectiveness of the small business issuer’s disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of
the period covered by this report based on such evaluation;
and
|
d)
|
disclosed
in this report any change in the small business issuer’s internal control
over financial reporting that occurred during the small business
issuer’s
most recent fiscal quarter (the small business issuer’s fourth fiscal
quarter in the case of an annual report) that has materially affected,
or
is reasonably likely to materially affect, the small business issuer’s
internal control over financial reporting;
and
|
5.
|
The
small business issuer’s other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer’s auditors and the audit committee
of small business issuer’s board of directors (or persons performing the
equivalent functions):
|
a)
|
all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer’s ability
to record, process, summarize and report financial information;
and
|
b)
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer’s
internal control over financial
reporting.
|
|
|
|
Date: November 5, 2007 | /s/ Daniel Rooney | |
Daniel
Rooney
|
||
Chairman
of the Board of Directors,
President
and Chief Executive Officer
(Principal
Executive Officer)
|
1.
|
I
have reviewed this Quarterly Report on Form 10-QSB of SCI Engineered
Materials, Inc.;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
small
business issuer as of, and for, the periods presented in this
report;
|
4.
|
The
small business issuer’s other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures
(as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and we have:
|
a)
|
designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the small business issuer,
including
its consolidated subsidiaries, is made known to us by others within
those
entities, particularly during the period in which this annual report
is
being prepared;
|
b)
|
[reserved];
|
c)
|
evaluated
the effectiveness of the small business issuer’s disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of
the period covered by this report based on such evaluation;
and
|
d)
|
Disclosed
in this report any change in the small business issuer’s internal control
over financial reporting that occurred during the small business
issuer’s
most recent fiscal quarter (the small business issuer’s fourth fiscal
quarter in the case of an annual report) that has materially affected,
or
is reasonably likely to materially affect, the small business issuer’s
internal control over financial reporting;
and
|
5.
|
The
small business issuer’s other certifying officers and I have disclosed,
based on our most recent evaluation of internal controls over financial
reporting, to the small business issuer’s auditors and the audit committee
of small business issuer’s board of directors (or persons performing the
equivalent function):
|
a)
|
all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer’s ability
to record, process, summarize and report financial information;
and
|
b)
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer’s
internal control over financial
reporting.
|
|
|
|
Date: November 5, 2007 | /s/ Gerald S. Blaskie | |
Gerald
S. Blaskie
|
||
Vice
President and Chief Financial Officer
(Principal
Financial Officer and Principal Accounting
Officer)
|
|
|
|
/s/ Daniel Rooney | ||
Daniel
Rooney
|
||
Chairman
of the Board of Directors,
President
and Chief Executive Officer of
SCI
Engineered Materials, Inc.
(Principal
Executive Officer)
November
5, 2007
|
|
|
|
/s/ Gerald S. Blaskie | ||
Gerald
S. Blaskie
|
||
Vice
President and Chief Financial Officer of
SCI
Engineered Materials, Inc.
(Principal
Financial Officer and Principal Accounting Officer)
November
5, 2007
|
FOR
IMMEDIATE RELEASE
|
For-
Additional Information
|
Contact:
Robert Lentz
|
|
(614)
876-2000
|