U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Quarterly Period Ended June 30, 2010
or
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o |
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Transition Period From to .
Commission file number 000-25727
IKONICS CORPORATION
(Exact name of registrant as specified in its charter)
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Minnesota
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41-0730027 |
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(State or other jurisdiction of
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(I.R.S. employer |
incorporation or organization)
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identification no.) |
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4832 Grand Avenue |
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Duluth, Minnesota
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55807 |
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(Address of principal executive offices)
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(Zip code) |
(218) 628-2217
Issuers telephone number
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act 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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
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 and post such files.)
Yes o No o
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes o No þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company þ |
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(Do not check if a smaller reporting company) |
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State the number of shares outstanding of each of the issuers classes of common
equity, as of the latest practical date: Common Stock, $.10 par value 1,974,807 shares
outstanding as of August 10, 2010.
IKONICS Corporation
QUARTERLY REPORT ON FORM 10-Q
PART I FINANCIAL INFORMATION
ITEM 1. Condensed Financial Statements
IKONICS CORPORATION
CONDENSED BALANCE SHEETS
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June 30 |
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December 31 |
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2010 |
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2009 |
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(unaudited) |
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ASSETS |
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CURRENT ASSETS: |
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Cash |
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$ |
1,068,180 |
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$ |
1,304,586 |
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Short-term investments |
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1,609,577 |
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802,165 |
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Trade receivables, less allowance of $68,000 in 2010 and
$78,000 in 2009 |
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2,055,642 |
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2,015,798 |
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Inventories |
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2,021,242 |
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2,070,602 |
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Deposits, prepaid expenses and other assets |
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223,135 |
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61,337 |
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Deferred income taxes |
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163,000 |
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163,000 |
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Total current assets |
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7,140,776 |
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6,417,488 |
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PROPERTY, PLANT, AND EQUIPMENT, at cost: |
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Land and building |
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5,888,445 |
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5,883,794 |
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Machinery and equipment |
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2,493,250 |
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2,456,218 |
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Office equipment |
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748,811 |
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741,895 |
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Vehicles |
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234,650 |
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241,006 |
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9,365,156 |
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9,322,913 |
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Less accumulated depreciation |
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4,220,178 |
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4,088,669 |
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5,144,978 |
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5,234,244 |
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INTANGIBLE ASSETS, less accumulated amortization of $353,202 in
2010 and $325,576 in 2009 |
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310,656 |
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345,540 |
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$ |
12,596,410 |
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$ |
11,997,272 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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CURRENT LIABILITIES: |
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Accounts payable |
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$ |
347,778 |
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$ |
286,610 |
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Accrued compensation |
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330,466 |
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337,365 |
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Other accrued expenses |
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89,056 |
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104,408 |
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Income taxes payable |
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100,376 |
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80,803 |
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Total current liabilities |
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867,676 |
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809,186 |
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DEFERRED INCOME TAXES |
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162,000 |
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162,000 |
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Total liabilities |
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1,029,676 |
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971,186 |
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STOCKHOLDERS EQUITY: |
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Preferred stock, par value $.10 per share; authorized 250,000 shares; issued none
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Common stock, par value $.10 per share; authorized 4,750,000 shares;
issued and outstanding 1,974,807 shares in 2010 and 1,967,057 in 2009 |
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197,481 |
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196,706 |
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Additional paid-in capital |
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2,246,549 |
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2,198,289 |
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Retained earnings |
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9,122,704 |
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8,631,091 |
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Total stockholders equity |
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11,566,734 |
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11,026,086 |
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$ |
12,596,410 |
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$ |
11,997,272 |
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See notes to condensed financial statements.
3
IKONICS CORPORATION
CONDENSED STATEMENTS OF OPERATIONS (Unaudited)
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Three Months |
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Six Months |
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Ended June 30 |
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Ended June 30 |
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2010 |
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2009 |
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2010 |
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2009 |
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NET SALES |
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$ |
4,248,055 |
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$ |
3,786,501 |
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$ |
7,932,632 |
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$ |
7,349,713 |
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COST OF GOODS SOLD |
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2,418,296 |
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2,329,999 |
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4,619,078 |
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4,487,897 |
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GROSS PROFIT |
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1,829,759 |
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1,456,502 |
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3,313,554 |
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2,861,816 |
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SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES |
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1,122,475 |
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1,095,839 |
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2,322,864 |
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2,317,420 |
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RESEARCH AND DEVELOPMENT
EXPENSES |
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204,498 |
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155,993 |
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365,202 |
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323,276 |
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INCOME FROM OPERATIONS |
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502,786 |
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204,670 |
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625,488 |
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221,120 |
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GAIN ON SALE OF NON-MARKETABLE
EQUITY SECURITIES |
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9,631 |
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29,762 |
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INTEREST INCOME |
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3,886 |
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2,050 |
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7,405 |
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2,120 |
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INCOME BEFORE INCOME TAXES |
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506,672 |
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216,351 |
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632,893 |
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253,002 |
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INCOME TAX EXPENSE |
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163,400 |
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69,603 |
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141,280 |
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53,119 |
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NET INCOME |
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$ |
343,272 |
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$ |
146,748 |
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$ |
491,613 |
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$ |
199,883 |
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EARNINGS PER COMMON SHARE: |
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Basic |
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$ |
0.17 |
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$ |
0.07 |
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$ |
0.25 |
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$ |
0.10 |
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Diluted |
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$ |
0.17 |
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$ |
0.07 |
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$ |
0.25 |
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$ |
0.10 |
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WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING : |
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Basic |
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1,972,447 |
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1,971,938 |
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1,969,767 |
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1,980,532 |
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Diluted |
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1,974,158 |
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1,973,514 |
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1,970,587 |
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1,981,677 |
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See notes to condensed financial statements.
4
IKONICS CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
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Six Months |
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Ended June 30 |
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2010 |
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2009 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income |
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$ |
491,613 |
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$ |
199,883 |
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Adjustments to reconcile net income to net cash provided by
operating activities: |
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Depreciation |
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202,478 |
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214,318 |
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Amortization |
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27,626 |
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27,625 |
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Stock based compensation |
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14,487 |
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10,396 |
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(Gain) loss on sale of equipment and vehicles |
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(10,766 |
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13,582 |
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Loss on intangible asset abandonment |
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29,918 |
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12,700 |
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Gain on sale of non-marketable equity securities |
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(29,762 |
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Deferred income taxes |
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35,000 |
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Changes in working capital components: |
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Trade receivables |
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(39,844 |
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22,128 |
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Inventory |
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49,360 |
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90,678 |
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Deposits, prepaid expenses and other assets |
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(161,798 |
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92,843 |
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Income tax refund receivable |
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148,623 |
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Accounts payable |
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61,168 |
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(31,551 |
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Accrued expenses |
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(22,251 |
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(73,030 |
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Income taxes payable |
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20,131 |
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Net cash provided by operating activities |
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662,122 |
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733,433 |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Purchases of property, plant and equipment |
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(121,646 |
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(72,934 |
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Proceeds from sale of equipment and vehicles |
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19,200 |
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18,000 |
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Purchases of intangibles |
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(22,660 |
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(4,132 |
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Purchases of short-term investments |
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(1,207,412 |
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(600,000 |
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Proceeds on sale of short-term investments |
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400,000 |
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Proceeds from sale of non-marketable equity securities |
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29,762 |
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Net cash used in investing activities |
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(932,518 |
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(629,304 |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Repurchase of common stock |
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(123,844 |
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Proceeds from exercise of stock options |
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33,990 |
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Net cash provided by (used in) financing activities |
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33,990 |
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(123,844 |
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NET DECREASE IN CASH |
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(236,406 |
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(19,715 |
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CASH AT BEGINNING OF PERIOD |
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1,304,586 |
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901,738 |
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CASH AT END OF PERIOD |
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$ |
1,068,180 |
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$ |
882,023 |
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
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Cash paid for income taxes, net of refunds received of $81,422 and
$116,307, respectively |
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$ |
156,149 |
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$ |
(106,514 |
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See notes to condensed financial statements.
5
IKONICS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
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The balance sheet of IKONICS Corporation (the Company) as of June 30, 2010, and the
related statements of operations for the three and six months ended June 30, 2010 and 2009,
and cash flows for the six months ended June 30, 2010 and 2009, have been prepared without
being audited. |
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In the opinion of management, these statements reflect all adjustments (consisting of only
normal recurring adjustments) necessary to present fairly the financial position of IKONICS
Corporation as of June 30, 2010, and the results of operations and cash flows for all
periods presented. |
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Certain information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the United States of
America, have been condensed or omitted. Therefore, these statements should be read in
conjunction with the financial statements and notes thereto included in the Companys Annual
Report on Form 10-K for the year ended December 31, 2009. |
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The results of operations for interim periods are not necessarily indicative of results that
will be realized for the full fiscal year. |
2. |
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Short Term Investments |
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The Companys $1,610,000 of short-term investment is comprised of fully insured certificates
of deposit with maturities ranging from six to twelve months and interest rates ranging from
1.2% to 2.0%. |
3. |
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Inventory |
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The major components of inventory are as follows: |
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June 30, 2010 |
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Dec 31, 2009 |
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Raw materials |
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$ |
1,304,106 |
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$ |
1,333,549 |
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Work-in-progress |
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253,769 |
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277,876 |
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Finished goods |
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1,371,079 |
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1,351,736 |
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Reduction to LIFO cost |
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(907,712 |
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(892,559 |
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Total Inventory |
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$ |
2,021,242 |
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$ |
2,070,602 |
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6
IKONICS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
4. |
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Earnings Per Common Share (EPS) |
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Basic EPS is calculated using net income divided by the weighted average of common shares
outstanding. Diluted EPS is similar to Basic EPS except that the weighted average number of
common shares outstanding is increased to include the number of additional common shares
that would have been outstanding if the potential dilutive common shares, such as those shares subject to options, had been issued. |
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Shares used in the calculation of diluted EPS are summarized below: |
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|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
June 30, 2010 |
|
|
June 30, 2009 |
|
Weighted average common shares outstanding |
|
|
1,972,447 |
|
|
|
1,971,938 |
|
Dilutive effect of stock options |
|
|
1,711 |
|
|
|
1,576 |
|
|
|
|
|
|
|
|
Weighted average common and common equivalent shares outstanding |
|
|
1,974,158 |
|
|
|
1,973,514 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
June 30, 2010 |
|
|
June 30, 2009 |
|
Weighted average common shares outstanding |
|
|
1,969,767 |
|
|
|
1,980,532 |
|
Dilutive effect of stock options |
|
|
820 |
|
|
|
1,145 |
|
|
|
|
|
|
|
|
Weighted average common and common equivalent shares outstanding |
|
|
1,970,587 |
|
|
|
1,981,677 |
|
|
|
|
|
|
|
|
5. |
|
Stock-based Compensation |
|
|
The Company maintains a stock incentive plan which authorizes the issuance of up to 442,750
shares of common stock. Of those shares, 41,750 were subject to outstanding options and
125,073 were reserved for future grants at June 30, 2010. The plan provides for granting
eligible participants stock options or other stock awards, as described by the plan, at
option prices ranging from 85% to 110% of fair market value at the date of grant. Options
granted expire up to seven years after the date of grant. Such options generally become
exercisable over a one to three year period. |
|
|
The Company charged compensation cost of $7,600 against income for the three months ended
June 30, 2010 compared to $6,600 for the three months ended June 30, 2009. For the first
six months of 2010, the Company charged compensation cost of approximately $14,500 against
income compared to approximately $10,400 for the same period in 2009. As of June 30, 2010
there was approximately $51,700 of unrecognized compensation cost related to unvested
share-based compensation awards granted. That cost is expected to be recognized over the
next three years. |
|
|
The Company receives a tax deduction for certain stock option exercises during the period in
which the options are exercised, generally for the excess of the market price at the time
the stock options are exercised over the exercise price of the options, which increased the
APIC pool, which is the amount that represents the pool of excess tax benefits available to
absorb tax shortages. There were no excess tax benefits recognized during the three or six
month period ending June 30, 2010 and 2009, respectively. The Companys APIC pool totaled
approximately $111,000 at June 30, 2010 and December 31, 2009, respectively. |
7
IKONICS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
|
|
Proceeds from the exercise of stock options were $34,000 six months ended June 30, 2010.
There were no options exercised during the six months ended June 30, 2009. |
|
|
The fair value of options granted during the six months ended June 30, 2010 and 2009 were
estimated using the Black-Scholes option pricing model with the following assumptions: |
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
Dividend yield |
|
|
0 |
% |
|
|
0 |
% |
Expected volatility |
|
|
45.2 |
% |
|
|
47.2 |
% |
Expected life of option |
|
Five Years |
|
|
Five Years |
|
Risk-free interest rate |
|
|
2.5 |
% |
|
|
2.0 |
% |
Fair value of each option on grant date |
|
$ |
3.08 |
|
|
$ |
2.10 |
|
|
|
There were 4,000 options and 21,750 options granted during the six months ended June 30,
2010 and 2009, respectively. |
|
|
Stock option activity during the six months ended June 30, 2010 was as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
Exercise |
|
|
|
Shares |
|
|
Price |
|
Outstanding at beginning of period |
|
|
45,500 |
|
|
$ |
5.91 |
|
Granted |
|
|
4,000 |
|
|
|
7.39 |
|
Exercised |
|
|
(7,750 |
) |
|
|
4.39 |
|
Expired and forfeited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2010 |
|
|
41,750 |
|
|
|
6.34 |
|
|
|
|
|
|
|
|
|
Exercisable at June 30, 2010 |
|
|
18,583 |
|
|
|
6.90 |
|
|
|
|
|
|
|
|
|
|
|
The aggregate intrinsic value of all options outstanding and for those exercisable at June
30, 2010 was $36,000 and $11,000, respectively. |
8
IKONICS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
|
|
The Companys reportable segments are strategic business units that offer different products
and have varied customer bases. There are three reportable segments: Domestic, Export,
and IKONICS Imaging. Domestic sells screen printing film, emulsions, and inkjet receptive film to distributors
located in the United States and Canada. IKONICS Imaging sells photo resistant film, art
supplies, glass, metal medium and related abrasive etching equipment to end user customers
located in the United States and Canada. It is also entering the market for etched
ceramics, glass and silicon wafers, and is developing and selling proprietary inkjet
technology. Export sells primarily the same products as Domestic and IKONICS Imaging to
foreign customers. The accounting policies applied to determine the segment information are
the same as those described in the summary of significant accounting policies included in
the Companys Annual Report on Form 10-K for the year ended December 31, 2009. |
|
|
Management evaluates the performance of each segment based on the components of divisional
income, and with the exception of trade receivables, does not allocate assets and
liabilities to segments. Financial information with respect to the reportable segments
follows: |
|
|
For the three months ended June 30, 2010: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IKONICS |
|
|
|
|
|
|
|
|
|
Domestic |
|
|
Export |
|
|
Imaging |
|
|
Other |
|
|
Total |
|
Net sales |
|
$ |
1,791,392 |
|
|
$ |
1,472,989 |
|
|
$ |
983,674 |
|
|
$ |
|
|
|
$ |
4,248,055 |
|
Cost of goods sold |
|
|
903,151 |
|
|
|
1,004,707 |
|
|
|
510,438 |
|
|
|
|
|
|
|
2,418,296 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
888,241 |
|
|
|
468,282 |
|
|
|
473,236 |
|
|
|
|
|
|
|
1,829,759 |
|
Selling, general and
administrative* |
|
|
255,752 |
|
|
|
166,995 |
|
|
|
283,406 |
|
|
|
416,322 |
|
|
|
1,122,475 |
|
Research and
development* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
204,498 |
|
|
|
204,498 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
$ |
632,489 |
|
|
$ |
301,287 |
|
|
$ |
189,830 |
|
|
$ |
(620,820 |
) |
|
$ |
502,786 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, 2009: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IKONICS |
|
|
|
|
|
|
|
|
|
Domestic |
|
|
Export |
|
|
Imaging |
|
|
Other |
|
|
Total |
|
Net sales |
|
$ |
1,705,462 |
|
|
$ |
1,169,869 |
|
|
$ |
911,170 |
|
|
$ |
|
|
|
$ |
3,786,501 |
|
Cost of goods sold |
|
|
912,497 |
|
|
|
928,447 |
|
|
|
489,055 |
|
|
|
|
|
|
|
2,329,999 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
792,965 |
|
|
|
241,422 |
|
|
|
422,115 |
|
|
|
|
|
|
|
1,456,502 |
|
Selling, general and
administrative* |
|
|
233,341 |
|
|
|
116,309 |
|
|
|
292,619 |
|
|
|
453,570 |
|
|
|
1,095,839 |
|
Research and
development* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
155,993 |
|
|
|
155,993 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
$ |
559,624 |
|
|
$ |
125,113 |
|
|
$ |
129,496 |
|
|
$ |
(609,563 |
) |
|
$ |
204,670 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
IKONICS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
|
|
For the six months ended June 30, 2010: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IKONICS |
|
|
|
|
|
|
|
|
|
Domestic |
|
|
Export |
|
|
Imaging |
|
|
Other |
|
|
Total |
|
Net sales |
|
$ |
3,291,563 |
|
|
$ |
2,629,779 |
|
|
$ |
2,011,290 |
|
|
$ |
|
|
|
$ |
7,932,632 |
|
Cost of goods sold |
|
|
1,701,356 |
|
|
|
1,805,715 |
|
|
|
1,112,007 |
|
|
|
|
|
|
|
4,619,078 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
1,590,207 |
|
|
|
824,064 |
|
|
|
899,283 |
|
|
|
|
|
|
|
3,313,554 |
|
Selling, general and
administrative* |
|
|
486,607 |
|
|
|
325,654 |
|
|
|
568,067 |
|
|
|
942,536 |
|
|
|
2,322,864 |
|
Research and
development* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
365,202 |
|
|
|
365,202 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
$ |
1,103,600 |
|
|
$ |
498,410 |
|
|
$ |
331,216 |
|
|
$ |
(1,307,738 |
) |
|
$ |
625,488 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended June 30, 2009: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IKONICS |
|
|
|
|
|
|
|
|
|
Domestic |
|
|
Export |
|
|
Imaging |
|
|
Other |
|
|
Total |
|
Net sales |
|
$ |
3,353,332 |
|
|
$ |
2,123,473 |
|
|
$ |
1,872,908 |
|
|
$ |
|
|
|
$ |
7,349,713 |
|
Cost of goods sold |
|
|
1,796,024 |
|
|
|
1,643,136 |
|
|
|
1,048,737 |
|
|
|
|
|
|
|
4,487,897 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
1,557,308 |
|
|
|
480,337 |
|
|
|
824,171 |
|
|
|
|
|
|
|
2,861,816 |
|
Selling, general and
administrative* |
|
|
505,528 |
|
|
|
255,622 |
|
|
|
584,527 |
|
|
|
971,743 |
|
|
|
2,317,420 |
|
Research and
development* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
323,276 |
|
|
|
323,276 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
$ |
1,051,780 |
|
|
$ |
224,715 |
|
|
$ |
239,644 |
|
|
$ |
(1,295,019 |
) |
|
$ |
221,120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
The Company does not allocate all general and administrative expenses or any research and
development expenses to its operating segments for internal reporting. |
|
|
Trade receivables by segment as of June 30, 2010 and December 31, 2009 were as follows: |
|
|
|
|
|
|
|
|
|
|
|
June 30, 2010 |
|
|
Dec 31, 2009 |
|
Domestic |
|
$ |
888,062 |
|
|
$ |
976,967 |
|
Export |
|
|
871,946 |
|
|
|
740,547 |
|
IKONICS Imaging |
|
|
339,886 |
|
|
|
331,117 |
|
Other, net of allowances |
|
|
(44,252 |
) |
|
|
(32,833 |
) |
|
|
|
|
|
|
|
|
Total |
|
$ |
2,055,642 |
|
|
$ |
2,015,798 |
|
|
|
|
|
|
|
|
7. |
|
Sale of Non-Marketable Equity Securities |
|
|
The Company received and realized a gain of $29,762 during the first six months of 2009
related to the 2007 sale of its equity investment in Apprise Technologies, Inc. |
8. |
|
Income Taxes |
|
|
|
The Company reports a liability for unrecognized tax benefit taken or expected to be taken
when they are uncertain. During the first six months of 2010 and 2009, the statute of
limitations for the relevant taxing authority to examine and challenge the tax position for
an open year expired, resulting in decreases in |
10
IKONICS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
|
|
income tax expense of $27,000 for the first six months of 2010 and $21,000 for the first six
months of 2009. As of June 30, 2010, there was no liability for unrecognized tax benefits
compared to a liability of $27,000 as of June 30, 2009. The liability for unrecognized tax
benefits was previously included in other accrued expenses. |
|
|
The Company is subject to taxation in the United States and various states. The material
jurisdictions that are subject to examination by tax authorities primarily include Minnesota
and the United States, for tax years 2006, 2007, 2008, and 2009. |
|
|
It has been the Companys policy to recognize interest and penalties related to uncertain
tax positions in income tax expense. The Company had accrued approximately $8,000 of
interest related to uncertain tax positions at December 31, 2009, all of which was reversed
and included in income tax benefit on the Statement of Operations for the first six months
of 2010. The unrecognized tax benefits at June 30, 2009 related to taxation of foreign
export sales. |
11
IKONICS CORPORATION
The information presented below in Managements Discussion and Analysis of Financial Condition
and Results of Operations contains forward-looking statements within the meaning of the safe harbor
provisions of Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are
subject to risks and uncertainties, including those discussed under Factors that May Affect Future
Results below, that could cause actual results to differ materially from those projected. Because
actual results may differ, readers are cautioned not to place undue reliance on these
forward-looking statements. Certain forward-looking statements are indicated by italics.
ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
The following managements discussion and analysis focuses on those factors that had a
material effect on the Companys financial results of operations during the second quarter of 2010,
the six months ended June 30, 2010 and the same periods of 2009. It should be read in connection
with the Companys unaudited financial statements and notes thereto included in this Form 10-Q and
the Companys audited financial statements, including related notes, and Managements Discussion
and Analysis of Financials Condition and Results of Operations contained in the Companys 2009
Annual Report on Form 10-K.
Factors that May Affect Future Results
|
|
|
The Companys expectation that its effective tax rate will return to 35% to 36% of
pretax income for the remainder of 2010 compared to the tax expense recorded in the
first six months of 2010The effective tax rate for the final six months of 2010 may be
affected by changes in federal and state tax law, unanticipated changes in the
Companys financial position or the Companys operating activities and/or management
decisions could increase or decrease its effective tax rate. |
|
|
|
|
The Companys belief that the quality of its receivables is high and that strong
internal controls are in place to maintain proper collectionsThis belief may be
impacted by domestic economic conditions, by economic, political, regulatory or social
conditions in foreign markets, or by the failure of the Company to properly implement
or maintain internal controls. |
|
|
|
|
The Companys expectation that it will obtain a new line of credit similar to its
current line of credit when the current line of credit expiresThis expectation may be
impacted by factors such as changes in credit markets, the interest rate environment,
general economic conditions, the Companys financial results and condition, and the
Companys anticipated need for capital to fund business operations and capital
expenditures. |
|
|
|
|
The belief that the Companys current financial resources, cash generated from
operations and the Companys capacity for debt and/or equity financing will be
sufficient to fund current and anticipated business operations and capital
expenditures. The belief that the Companys low debt levels and available line of
credit make it unlikely that a decrease in product demand would impair the Companys
ability to fund operationsChanges in anticipated operating results, credit
availability, equity market conditions or the Companys debt levels may further enhance
or inhibit the Companys ability to maintain or raise appropriate levels of cash. |
|
|
|
|
The Companys expectations as to the level and use of planned capital expenditures
and that capital expenditures will be funded with cash on hand and cash generated from
operating activitiesThis expectation may be affected by changes in the Companys
anticipated capital expenditure requirements resulting from unforeseen required
maintenance, repairs, or capital asset additions. The funding of planned or unforeseen
expenditures may also be affected by changes in anticipated operating results resulting
from decreased sales, lack of acceptance of new products or increased operating
expenses or by other unexpected events affecting the Companys financial position. |
12
|
|
|
The Companys belief that its vulnerability to foreign currency fluctuations and
general economic conditions in foreign countries is not significantThis belief may be
impacted by economic, political and social conditions in foreign markets, changes in
regulatory and competitive conditions, a change in the amount or geographic focus of
the Companys international sales, or changes in purchase or sales terms. |
|
|
|
|
The Companys plans to continue to invest in research and development efforts,
expedite internal product development and invest in technological alliances, as well as
the expected focus and results of such investmentsThese plans and expectations may be
impacted by general market conditions, unanticipated changes in expenses or sales,
delays in the development of new products, technological advances, the ability to find
suitable and willing technology partners or other changes in competitive or market
conditions. |
|
|
|
|
The Companys efforts to grow its international businessThese efforts may be
impacted by economic, political and social conditions in current and anticipated
foreign markets, regulatory conditions in such markets, unanticipated changes in
expenses or sales, changes in competitive conditions or other barriers to entry or
expansion. |
|
|
|
|
The Companys belief as to future activities that may be undertaken to expand the
Companys businessActual activities undertaken may be impacted by general market
conditions, competitive conditions in the Companys industry, unanticipated changes in
the Companys financial position, lack of acceptance of new products or the inability
to identify attractive acquisition targets or other business opportunities. |
Critical Accounting Estimates
The Company prepares its financial statements in conformity with accounting principles
generally accepted in the United States of America. Therefore, the Company is required to make
certain estimates, judgments and assumptions that the Company believes are reasonable based upon
the information available. These estimates and assumptions 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 periods presented. The accounting estimates, which IKONICS believes are the
most critical to aid in fully understanding and evaluating its reported financial results, include
the following:
Accounts Receivable. The Company performs ongoing credit evaluations of its customers and
adjusts credit limits based upon payment history and the customers current credit worthiness, as
determined by review of the current credit information. The Company continuously monitors
collections and payments from its customers and maintains a provision for estimated credit losses
based upon historical experience and any specific customer collection issues that have been
identified. While such credit losses have historically been within expectations and the provisions
established, the Company cannot guarantee that it will continue to experience the same collection
history that has occurred in the past. The general payment terms are net 30-45 days for domestic
customers and net 30-90 days for foreign customers. A small percentage of the accounts receivable
balance is denominated in a foreign currency with no concentration in any given country. At the
end of each reporting period, the Company analyzes the receivable balance for customers paying in a
foreign currency. These balances are adjusted to each quarter or year spot rate in accordance with
guidance related to foreign currency matters.
Inventories. Inventories are valued at the lower of cost or market value using the last in,
first out (LIFO) method. The Company monitors its inventory for obsolescence and records
reductions in cost when required.
Income Taxes. At June 30, 2010, the Company had net current deferred tax assets of $163,000
and net noncurrent deferred tax liabilities of $162,000. The deferred tax assets and liabilities
result primarily from temporary differences in property and equipment, accrued expenses, and
inventory reserves. In connection with the recording of a $919,000 impairment charge in 2009
related to an investment in a non-marketable equity security, the
Company has recorded a deferred tax asset and corresponding full valuation allowance in the amount
of $331,000
13
as of June 30, 2010 and December 31, 2009 as it is more likely that this asset will not
be realized. The deferred tax asset related to the capital loss can be carried back three years
and carried forward five years and must be offset by a capital gain. The Company has determined
that is more likely than not that the remaining deferred tax assets will be realized and that an
additional valuation allowance for such assets is not currently required. The Company reports a
liability for unrecognized tax benefits taken or expected to be taken when they are uncertain. At
December 31, 2009 the Company had recorded a liability of $27,000 related to an uncertain tax
position which was eliminated during the six months ended June 30, 2010.
Revenue Recognition. The Company recognizes revenue on sales of products when title passes
which can occur at the time of shipment or when the goods arrive at the customer location depending
on the agreement with the customer. The Company sells its products to both distributors and
end-users. Sales to distributors and end-users are recorded based upon the criteria governed by
the sales, delivery, and payment terms stated on the invoices from the Company to the purchaser.
In addition to transfer of title / risk of loss, all revenue is recorded in accordance with the
criteria outlined within the provisions regarding revenue recognition including:
|
(a) |
|
persuasive evidence of an arrangement (principally in the form
of customer sales orders and the Companys sales invoices) |
|
|
(b) |
|
delivery and performance (evidenced by proof of delivery, e.g.
the shipment of film and substrates with bill of lading used for proof of
delivery for FOB shipping point terms, and the carrier booking confirmation
report used for FOB destination terms). Once the finished product is shipped
and physically delivered under the terms of the invoice and sales order, the
Company has no additional performance or service obligations to complete |
|
|
(c) |
|
a fixed and determinable sales price (the Companys pricing is
established and is not based on variable terms, as evidenced in either the
Companys invoices or the limited number of distribution agreements; the
Company rarely grants extended payment terms and has no history of concessions) |
|
|
(d) |
|
a reasonable likelihood of payment (the Companys terms are
standard, and the Company does not have a substantial history of customer
defaults or non-payment) |
Sales are reported on a net basis by deducting credits, estimated normal returns and discounts.
The Companys return policy does not vary by geography. The Company is not under a warranty
obligation and the customer has no rotation or price protection rights. Freight billed to
customers is included in sales. Shipping costs are included in cost of goods sold.
Results of Operations
Quarter Ended June 30, 2010 Compared to Quarter Ended June 30, 2009
Sales. The Company realized a 12.2% sales increase during the second quarter of 2010 with
sales of $4.2 million, compared to $3.8 million in sales during the same period in 2009. Export
sales for the second quarter of 2010 were up 25.9% versus the second quarter of 2009 due to strong
sales to Europe and Latin America. IKONICS Imaging 2010 second quarter sales also increased by
8.0% over the same period in 2009 as the Company realized higher film sales related to both its
Digital Texturing initiative and traditional photo resistant film customers. Domestic sales grew
5.0% in second quarter of 2010 as both film and emulsion shipments were higher during the period.
Gross Profit. Gross profit was $1.8 million, or 43.1% of sales, in the second quarter of 2010
compared to $1.5 million, or 38.5% of sales, for the same period in 2009. Export gross profit
percentage increased to 31.8% during the second quarter of 2010 compared to 20.6% in the second
quarter of 2009 due to increased volume and an improved sales mix. A more favorable sales mix also
improved IKONICS Imaging gross profit percentage from
14
46.3% in the second quarter of 2009 to 48.1% in the second quarter of 2010. The Domestic
Chromaline 2010 second quarter gross profit percentage was 49.6% compared to 46.5% for the same
period in 2009.
Selling, General and Administrative Expenses. Selling, general and administrative expenses
were $1.2 million, or 26.4% of sales, in the second quarter of 2010, and $1.1 million, or 28.9% of
sales, for the same period in 2009. The increase reflects higher sales personnel and travel
expenses.
Research and Development Expenses. Research and development expenses during the second
quarter of 2010 were $204,000, or 4.8% of sales, versus $156,000, or 4.1% of sales, for the same
period in 2009. The increase is related to a $30,000 abandonment of patent applications. The
Company records patent application costs as an asset and amortizes those costs upon successful
completion of the application process or expenses those costs when an application is abandoned.
Gain on Sale of Non-Marketable Equity Securities. The Company realized a gain of $9,600 in
the second quarter of 2009 on the sale of its investment in the common and preferred stock of
Apprise Technologies, Inc. The original sale took place during 2007. The $9,600 was related to a
portion of the original sales price that was placed in escrow at the time of the sale for
indemnification obligations as part of the agreement between Apprise and its purchaser. The
Company did not have any sales of non-marketable equity securities in the second quarter of 2010.
Interest Income. The Company earned $3,900 of interest income in the second quarter of 2010
compared to $2,000 of interest income in the second quarter of 2009. The interest earned in second
quarter of 2010 and 2009 is related to interest received from the Companys short-term investments,
which consisted of fully insured certificates of deposit with maturities ranging from six to twelve
months.
Income Taxes. For the second quarter of 2010, the Company realized income tax expense of
$163,000, or an effective rate of 32.3% versus $70,000, or an effective rate of 32.2% for the
second quarter of 2009. The income tax provision differs from the expected tax expense primarily
due to the benefits of the domestic manufacturing deduction, and state credits for research and
development.
Six Months Ended June 30, 2010 Compared to the Six Months Ended June 30, 2009
Sales. The Companys sales increased 7.9% during the first six months of 2010 to $7.9 million
versus sales of $7.3 million during the first six months of 2009. Strong sales in Europe and Latin
America drove a 23.8% Export sales increase for the first six months. IKONICS Imaging also
realized a 7.4% sales increase over 2009 from improved film shipments to the digital texturing and
the photo resistant film markets. Partially offsetting these sales increases, Domestic Chromaline
shipments decreased 1.8% during the first six months of 2010 over the same period in 2009 due to
lower private label film shipments.
Gross Profit. Gross Profit for the first six months of 2010 was $3.3 million, or 41.8% of
sales compared to $2.9 million, or 38.9% of sales, for the same period in 2009. Export gross
profit percentage increased to 31.3% during the first six months of 2010 compared to 22.6% in half
of 2009 due to higher volumes and an improved sales mix. Improved volumes and sales mix also
accounted for IKONICS Imaging gross profit percentage increase from 44.0% in 2009 to 44.7% in 2010.
Manufacturing cost reductions resulted in improved Domestic Chromaline gross profit percentages as
Domestics margin improved from 46.4% in 2009 to 48.3% in 2010.
Selling, General and Administrative Expenses. Selling, general and administrative expenses
were $2.3 million, or 29.3% of sales, in the first half of 2010 compared to $2.3 million, or 31.5%
of sales, for the same period in 2009, as higher sales personnel and travel expenses were partially
offset by lower bad debt expense.
Research and Development Expenses. Research and development expenses during the first half of
2010 were $365,000, or 4.6% of sales, versus $323,000, or 4.4% of sales, for the same period in
2009. The increase is related to the $30,000 abandonment of patent applications. The Company
records patent application costs as an asset and amortizes those costs upon successful completion
of the application process or expenses those costs when an application is abandoned.
15
Gain on Sale of Non-Marketable Equity Securities. The Company realized a gain of $29,800
during the first six months of 2009 on the sale of its investment in the common and preferred stock
of Apprise Technologies, Inc. The original sale took place during 2007. The final $29,800
received in the first six months of 2009 was related to a portion of the original sales price that
was placed in escrow at the time of the sale for indemnification obligations as part of the
agreement between Apprise and its purchaser.
Interest Income. The Company earned $7,400 of interest income during the first half of 2010
compared to $2,100 of interest income for the same period in 2009. The interest earned in first
six months of 2010 and 2009 is related to interest received from the Companys short-term
investments, which consisted of fully insured certificates of deposit with maturities ranging from
six to twelve months.
Income Taxes. During the first six months of 2010, the Company realized an income tax expense
of $141,000, or an effective rate of 22.3%, compared to income tax expense of $53,000, or an
effective rate of 21.0%, for the same period in 2009. The effective tax rate for the first six
months of 2010 and 2009 was impacted by derecognizing a liability for unrecognized tax benefits
relating to a tax year where the statute of limitations expired during the first six months. A
$27,000 liability was derecognized in the first half of 2010 while a $21,000 liability was
derecognized in the first half of 2009. During the first half of 2010, the Company also recorded
an out-of-period tax benefit adjustment of $15,000 relating to December 31, 2009 estimates for tax
credits as well as the receipt of interest of approximately $13,000 related to Minnesota state
income tax returns. The Company expects that for the remainder of 2010, the Company will record
the provision for income taxes at an effective tax rate of 35% to 36%, as it recognizes benefits
from the domestic manufacturing deduction, research and development credits, and state income
taxes.
Liquidity and Capital Resources
The Company has financed its operations principally with funds generated from operations.
These funds have been sufficient to cover the Companys normal operating expenditures, annual
capital requirements, and research and development expenditures.
Cash on hand was $1,068,000 and $882,000 at June 30, 2010 and 2009, respectively. The Company
generated $662,000 in cash from operating activities during the six months ended June 30, 2010,
compared to generating $733,000 of cash from operating activities during the same period in 2009.
Cash provided by operating activities is primarily the result of net income adjusted for non-cash
depreciation, amortization, gain on sale of nonmarketable equity securities, deferred taxes, and
certain changes in working capital components discussed in the following paragraph.
During the first six months of 2010, trade receivables increased by $40,000. The increase in
receivables was driven by higher sales volumes. The Company believes that the quality of its
receivables is high and that strong internal controls are in place to maintain proper collections.
Inventory levels decreased $49,000 due to lower raw material levels. Deposits, prepaid expenses
and other assets increased $162,000 as a result of the Company prepaying for printers as part of
its digital texturing initiative. Accounts payable increased $61,000 due to of the timing of
payments to and purchases from vendors. Accrued liabilities decreased $22,000, reflecting the
reversal of a liability for unrecognized tax benefits relating to a tax year where the statute of
limitations expired during the first six months.
During the first half of 2010, investing activities used $933,000. The Company invested
$1,207,000 in fully insured certificates of deposits with two $200,000 certificates of deposit
maturing during the first six months of 2010. Purchases of property and equipment were $122,000,
mainly for three vehicles and equipment purchases. The Company received $19,000 from vehicle
sales. Also during the first six months of 2010, the Company incurred $23,000 in patent
application costs that the Company records as an asset and amortizes upon successful completion of
the application process.
16
During the first six months of 2009, investing activities used $629,000. The Company invested
$600,000 in fully insured certificates on deposits. Purchases of property and equipment were
$73,000, mainly for new equipment to support the Companys new business initiatives and research
activities. Also during the first six months of 2009, the Company incurred $4,000 in patent
application costs that the Company records as an asset and amortizes upon successful completion of
the application process. The Company received proceeds of approximately $30,000 in the first six
months of 2009 on the 2007 sale of its investment in the common and preferred stock of Apprise
Technologies, Inc.
During the first six months of 2010 the Company received $34,000 from financing activities
from the issuance of 7,750 shares of common stock upon the exercise of stock options. The Company
used $124,000 in financing activities during the first six months of 2009 to repurchase 26,926
shares of its own stock.
A bank line of credit provides for borrowings of up to $1,250,000. The line of credit term
runs from October 31, 2009 to October 30, 2010. The Company expects to obtain a similar line of
credit when the current line of credit expires. Borrowings under this line of credit are
collateralized by accounts receivable and inventories and bear interest at 2.5 percentage points
over the 30-day LIBOR rate. The Company did not utilize this line of credit during the first six
months of 2010 and there were no borrowings outstanding as of June 30, 2010. The line of credit
was also not utilized during first six months of 2009, and there were no borrowings outstanding
under this line as of June 30, 2009.
The Company believes that current financial resources, its line of credit, cash generated from
operations and the Companys capacity for debt and/or equity financing will be sufficient to fund
current and anticipated business operations. The Company also believes that its low debt levels
and available line of credit make it unlikely that a decrease in demand for the Companys products
would impair the Companys ability to fund operations.
Capital Expenditures
Through the first six months of 2010, the Company had $122,000 in capital expenditures.
Capital expenditures during the first six months were mainly for three vehicles for sales persons
and equipment. The Company plans for other capital expenditures during 2010 to include ongoing
manufacturing equipment upgrades. Capital expenditures are expected to be approximately $100,000
for the second half of 2010 and will be funded with cash generated from operating activities.
International Activity
The Company markets its products to numerous countries in North America, Europe, Latin
America, Asia and other parts of the world. Foreign sales were approximately 33% of total sales
during the first six months of 2010 compared to 29% of sales during the same period in 2009.
Higher volumes in Europe and Latin American positively impacted 2010 first half sales volumes.
Fluctuations of certain foreign currencies have not significantly impacted the Companys operations
because the Companys foreign sales are not concentrated in any one region of the world. The
Company believes its vulnerability to uncertainties due to foreign currency fluctuations and
general economic conditions in foreign countries is not significant.
The Companys foreign transactions are primarily negotiated, invoiced and paid in U.S.
dollars, while a portion is transacted in Euros. IKONICS has not implemented an economic hedging
strategy to reduce the risk of foreign currency translation exposures, which management does not
believe to be significant based on the scope and geographic diversity of the Companys foreign
operations as of June 30, 2010. Furthermore, the impact of foreign exchange on the Companys
balance sheet and operating results was not material in either 2010 or 2009.
17
Future Outlook
IKONICS has spent on average over 4% of its sales dollars for the past few years in research
and development and has made capital expenditures related to its digital technology program. The
Company plans to maintain its efforts in this area and expedite internal product development as
well as form technological alliances with outside experts to commercialize new product
opportunities.
The Company made substantial progress on its new business initiatives during the first half of
2010. Photomachining and sound deadening are in commercial operation and supplying product to
major electronics, defense and aerospace customers. A Digital Texturing printer was placed at a
beta site in the fourth quarter of 2009; it is performing to the Companys expectations and is
generating sales of related consumables. The digital texturing program was negatively impacted by
the 2009 business failure of the Companys printer supplier, imaging Technology international.
However, the Company has made arrangements with a manufacturer that the Company believes is
financially strong and technically adept for sourcing future machines. The Company is producing
and selling custom substrates for various inkjet applications and is currently developing, under a
research contract, a proprietary film product for a major customer.
Other future activities undertaken to expand the Companys business may include acquisitions,
building improvements, equipment additions, new product development and marketing opportunities.
In addition to its traditional emphasis on domestic markets, the Company will continue efforts to
grow its business internationally by attempting to develop new markets and expanding market share
where it has already established a presence.
Recent Accounting Pronouncements
The Company does not expect that the adoption of other recent accounting pronouncements will
have a material impact on its financial statements.
Off Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
18
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable
ITEM 4. Controls and Procedures
As of the end of the period covered by this report, the Company conducted an evaluation, under
the supervision and with the participation of the principal executive officer and principal
financial officer, of the Companys disclosure control and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act)). Based on
this evaluation, the principal executive officer and principal financial officer concluded that the
Companys disclosure controls and procedures are effective to ensure that information required to
be disclosed by the Company in reports that it files or submits under the Exchange Act is (i)
recorded, processed, summarized and reported within the time periods specified in SEC rules and
forms and (ii) accumulated and communicated to the Companys management, including its principal
executive officer and principal financial officer, as appropriate to allow timely decisions
regarding required disclosure.
There was no change in the Companys internal control over financial reporting identified in
connection with the evaluation required by Rule 13a-15(d) and Rule 15d-15(d) of the Exchange Act
that occurred during the period covered by this report that has materially affected, or is
reasonably likely to materially affect, the Companys internal control over financial reporting.
19
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
None
ITEM 1A. Risk Factors
Not applicable
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable
ITEM 3. Defaults upon Senior Securities
Not applicable
ITEM 4. [Removed and Reserved]
ITEM 5. Other Information
None
ITEM 6. Exhibits
The following exhibits are filed as part of this Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2010:
|
|
|
Exhibit |
|
Description |
3.1
|
|
Restated Articles of Incorporation of Company, as amended.1 |
|
|
|
3.2
|
|
By-Laws of the Company, as amended.2 |
|
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31.1
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Rule 13a-14(a)/15d-14(a) Certifications of CEO |
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|
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31.2
|
|
Rule 13a-14(a)/15d-14(a) Certifications of CFO |
|
|
|
32
|
|
Section 1350 Certifications |
Copies of Exhibits will be furnished upon request and payment of the Companys reasonable
expenses in furnishing the Exhibits.
|
|
|
1 |
|
Incorporated by reference to the like numbered
Exhibit to the Companys Registration Statement on Form 10-SB (File No.
000-25727). |
|
2 |
|
Incorporated by reference to the like numbered Exhibit to the
Companys Current Report on Form 8-K filed with the Commission on February 22,
2007 (File No. 000-25727). |
20
IKONICS CORPORATION
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
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IKONICS CORPORATION
|
|
DATE: August 12, 2010 |
By: |
/s/ Jon Gerlach
|
|
|
|
Jon Gerlach, |
|
|
|
Chief Financial Officer, and
Vice President of Finance |
|
21
INDEX TO EXHIBITS
|
|
|
|
|
Exhibit |
|
Description |
|
Page |
3.1
|
|
Restated Articles of Incorporation of Company, as amended
|
|
Incorporated by reference |
|
|
|
|
|
3.2
|
|
By-Laws of the Company, as amended
|
|
Incorporated by reference |
|
|
|
|
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certifications of CEO
|
|
Filed Electronically |
|
|
|
|
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certifications of CFO
|
|
Filed Electronically |
|
|
|
|
|
32
|
|
Section 1350 Certifications
|
|
Filed Electronically |