þ | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Minnesota | 41-0730027 | |
(State or other jurisdiction of | (I.R.S. employer | |
incorporation or organization) | identification no.) | |
4832 Grand Avenue | ||
Duluth, Minnesota | 55807 | |
(Address of principal executive offices) | (Zip code) |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company þ | |||
(Do not check if a smaller reporting company) |
June 30 | December 31 | |||||||
2011 | 2010 | |||||||
(unaudited) | ||||||||
ASSETS |
||||||||
CURRENT ASSETS: |
||||||||
Cash |
$ | 1,103,355 | $ | 1,291,383 | ||||
Short-term investments |
2,231,948 | 2,217,990 | ||||||
Trade receivables, less allowance of $54,000 in 2011 and
$60,000 in 2010 |
2,226,709 | 1,883,428 | ||||||
Inventories |
2,577,605 | 2,198,064 | ||||||
Prepaid expenses and other assets |
101,662 | 63,965 | ||||||
Deferred income taxes |
157,000 | 157,000 | ||||||
Total current assets |
8,398,279 | 7,811,830 | ||||||
PROPERTY, PLANT, AND EQUIPMENT, at cost: |
||||||||
Land and building |
5,901,131 | 5,888,445 | ||||||
Machinery and equipment |
2,510,803 | 2,455,238 | ||||||
Office equipment |
688,476 | 642,100 | ||||||
Vehicles |
234,650 | 234,650 | ||||||
9,335,060 | 9,220,433 | |||||||
Less accumulated depreciation |
4,404,526 | 4,207,500 | ||||||
4,930,534 | 5,012,933 | |||||||
INTANGIBLE ASSETS, less accumulated amortization of $401,941 in
2011 and $376,983 in 2010 |
333,936 | 317,168 | ||||||
$ | 13,662,749 | $ | 13,141,931 | |||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
CURRENT LIABILITIES: |
||||||||
Accounts payable |
$ | 462,495 | $ | 441,830 | ||||
Accrued compensation |
359,095 | 282,196 | ||||||
Other accrued expenses |
39,802 | 45,868 | ||||||
Income taxes payable |
17,416 | 8,090 | ||||||
Total current liabilities |
878,808 | 777,984 | ||||||
DEFERRED INCOME TAXES |
171,000 | 171,000 | ||||||
Total liabilities |
1,049,808 | 948,984 | ||||||
STOCKHOLDERS EQUITY: |
||||||||
Preferred stock, par value $.10 per share; authorized 250,000 shares; issued
none |
||||||||
Common stock, par value $.10 per share; authorized 4,750,000 shares;
issued and outstanding 1,983,587 shares in 2011 and 1,973,357 shares
in 2010 |
198,359 | 197,336 | ||||||
Additional paid-in capital |
2,337,017 | 2,263,176 | ||||||
Retained earnings |
10,077,565 | 9,732,435 | ||||||
Total stockholders equity |
12,612,941 | 12,192,947 | ||||||
$ | 13,662,749 | $ | 13,141,931 | |||||
3
Three Months | Six Months | |||||||||||||||
Ended June 30 | Ended June 30 | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
NET SALES |
$ | 4,587,432 | $ | 4,248,055 | $ | 8,240,531 | $ | 7,932,632 | ||||||||
COST OF GOODS SOLD |
2,733,442 | 2,418,296 | 4,919,698 | 4,619,078 | ||||||||||||
GROSS PROFIT |
1,853,990 | 1,829,759 | 3,320,833 | 3,313,554 | ||||||||||||
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES |
1,267,695 | 1,122,475 | 2,611,336 | 2,322,864 | ||||||||||||
RESEARCH AND DEVELOPMENT
EXPENSES |
137,488 | 204,498 | 237,399 | 365,202 | ||||||||||||
INCOME FROM OPERATIONS |
448,807 | 502,786 | 472,098 | 625,488 | ||||||||||||
INTEREST INCOME |
4,781 | 3,886 | 9,343 | 7,405 | ||||||||||||
INCOME BEFORE INCOME TAXES |
453,588 | 506,672 | 481,441 | 632,893 | ||||||||||||
INCOME TAX EXPENSE |
144,042 | 163,400 | 134,553 | 141,280 | ||||||||||||
NET INCOME |
$ | 309,546 | $ | 343,272 | $ | 346,888 | $ | 491,613 | ||||||||
EARNINGS PER COMMON SHARE: |
||||||||||||||||
Basic |
$ | 0.16 | $ | 0.17 | $ | 0.18 | $ | 0.25 | ||||||||
Diluted |
$ | 0.16 | $ | 0.17 | $ | 0.17 | $ | 0.25 | ||||||||
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING : |
||||||||||||||||
Basic |
1,982,869 | 1,972,447 | 1,979,714 | 1,969,767 | ||||||||||||
Diluted |
1,987,662 | 1,974,158 | 1,984,040 | 1,970,587 | ||||||||||||
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Six Months | ||||||||
Ended June 30 | ||||||||
2011 | 2010 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Net income |
$ | 346,888 | $ | 491,613 | ||||
Adjustments to reconcile net income to net cash provided by (used in)
operating activities: |
||||||||
Depreciation |
197,026 | 202,478 | ||||||
Amortization |
24,958 | 27,626 | ||||||
Stock based compensation |
12,642 | 14,487 | ||||||
Gain on sale of equipment and vehicles |
| (10,766 | ) | |||||
Loss on intangible asset abandonment |
| 29,918 | ||||||
Changes in working capital components: |
||||||||
Trade receivables |
(343,281 | ) | (39,844 | ) | ||||
Inventories |
(379,541 | ) | 49,360 | |||||
Prepaid expenses and other assets |
(37,697 | ) | (161,798 | ) | ||||
Accounts payable |
20,665 | 61,168 | ||||||
Accrued expenses |
70,833 | (22,251 | ) | |||||
Income taxes payable |
3,659 | 20,131 | ||||||
Net cash provided by (used in) operating activities |
(83,848 | ) | 662,122 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
Purchases of property, plant and equipment |
(114,627 | ) | (121,646 | ) | ||||
Proceeds from sale of equipment and vehicles |
| 19,200 | ||||||
Purchases of intangibles |
(41,726 | ) | (22,660 | ) | ||||
Purchases of short-term investments |
(1,828,148 | ) | (1,207,412 | ) | ||||
Proceeds on sale of short-term investments |
1,814,190 | 400,000 | ||||||
Net cash used in investing activities |
(170,311 | ) | (932,518 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
Repurchase of common stock |
(2,079 | ) | | |||||
Proceeds from exercise of stock options |
68,210 | 33,990 | ||||||
Net cash provided by financing activities |
66,131 | 33,990 | ||||||
NET DECREASE IN CASH |
(188,028 | ) | (236,406 | ) | ||||
CASH AT BEGINNING OF PERIOD |
1,291,383 | 1,304,586 | ||||||
CASH AT END OF PERIOD |
$ | 1,103,355 | $ | 1,068,180 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
||||||||
Cash paid for income taxes, net of refunds received of $4,090 and
$81,422, respectively |
$ | 130,894 | $ | 156,149 | ||||
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1. | Basis of Presentation |
The balance sheet of IKONICS Corporation (the Company) as of June 30, 2011, and the related statements of operations for the three and six months ended June 30, 2011 and 2010, and cash flows for the six months ended June 30, 2011 and 2010, have been prepared without being audited. |
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, 2011, and the results of operations and cash flows for all periods presented. |
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, 2010. |
The results of operations for interim periods are not necessarily indicative of results that will be realized for the full fiscal year. |
2. | Short-Term Investments |
The Companys $2,232,000 of short-term investments is comprised of fully insured certificates of deposit with maturities ranging from six to twelve months and interest rates ranging from 0.4% to 1.6%. |
3. | Inventories |
The major components of inventories are as follows: |
June 30, 2011 | Dec 31, 2010 | |||||||
Raw materials |
$ | 1,793,037 | $ | 1,403,875 | ||||
Work-in-progress |
314,514 | 294,006 | ||||||
Finished goods |
1,536,976 | 1,493,226 | ||||||
Reduction to LIFO cost |
(1,066,922 | ) | (993,043 | ) | ||||
Total Inventory |
$ | 2,577,605 | $ | 2,198,064 | ||||
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4. | Earnings Per Common Share (EPS) |
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. |
Shares used in the calculation of diluted EPS are summarized below: |
Three Months Ended | ||||||||
June 30, 2011 | June 30, 2010 | |||||||
Weighted average common shares outstanding |
1,982,869 | 1,972,447 | ||||||
Dilutive effect of stock options |
4,793 | 1,711 | ||||||
Weighted average common and common equivalent shares outstanding |
1,987,662 | 1,974,158 | ||||||
Six Months Ended | ||||||||
June 30, 2011 | June 30, 2010 | |||||||
Weighted average common shares outstanding |
1,979,714 | 1,969,767 | ||||||
Dilutive effect of stock options |
4,326 | 820 | ||||||
Weighted average common and common equivalent shares outstanding |
1,984,040 | 1,970,587 | ||||||
Options to purchase 5,000 shares of common stock with a weighted average price of $8.08 were outstanding during the six months ended June 30, 2011, but were excluded from the computation of common share equivalents because they were anti-dilutive. There were no anti-dilutive options outstanding during the quarter ended June 30, 2011. For the three and six months ended June 30, 2010, options to purchase 16,250 shares of common stock with a weighted average price of $7.89 were outstanding, but were excluded from the computation of common share equivalents because they were anti-dilutive. |
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, 31,250 were subject to outstanding options and 124,323 were reserved for future grants at June 30, 2011. 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 $6,500 against income for the three months ended June 30, 2011 compared to $7,600 for the three months ended June 30, 2010. For the first six months of 2011, the Company charged compensation cost of approximately $12,600 against income compared to approximately $14,500 for the same period in 2010. As of June 30, 2011 there was approximately $33,700 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 |
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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 periods ended June 30, 2011 and 2010, respectively. The Companys APIC pool totaled approximately $111,000 at June 30, 2011 and December 31, 2010, respectively. |
Proceeds from the exercise of stock options were $68,000 and $34,000 for the six months ended June 30, 2011 and 2010, respectively. |
The fair value of options granted during the six months ended June 30, 2011 and 2010 were estimated using the Black-Scholes option pricing model with the following assumptions: |
2011 | 2010 | |||||||
Dividend yield |
0 | % | 0 | % | ||||
Expected volatility |
41.3 | % | 45.2 | % | ||||
Expected life of option |
Five Years | Five Years | ||||||
Risk-free interest rate |
2.0 | % | 2.5 | % | ||||
Fair value of each option on grant date |
$ | 2.83 | $ | 3.08 |
There were 4,000 options granted during each of the six months ended June 30, 2011 and 2010. |
Stock option activity during the six months ended June 30, 2011 was as follows: |
Weighted | ||||||||
Average | ||||||||
Exercise | ||||||||
Shares | Price | |||||||
Outstanding at beginning of period |
40,500 | $ | 6.38 | |||||
Granted |
4,000 | 7.53 | ||||||
Exercised |
(10,500 | ) | 6.50 | |||||
Expired and forfeited |
(2,750 | ) | 7.90 | |||||
Outstanding at June 30, 2011 |
31,250 | 6.35 | ||||||
Exercisable at June 30, 2011 |
16,332 | 6.40 | ||||||
The aggregate intrinsic value of all options outstanding and for those exercisable at June 30, 2011 was $51,000 and $26,000, respectively. |
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6. | Segment Information |
The Companys reportable segments are strategic business units that offer different products and have varied customer bases. In previous years there were 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. The IKONICS Imagining segment also included products and customers for etched composites, ceramics, glass and silicon wafers along with sound deadening technology to the aerospace industry, which beginning in 2011 the Company now defines as Micromachining. In addition, IKONICS Imaging included products and customers related to proprietary inkjet technology used for mold texturing and referred to by the Company as Digital Texturing (DTX). Export sells primarily the same products as Domestic and the IKONICS Imaging products not related to Micromachining or DTX. Beginning in 2011, the Company no longer includes Micromaching and DTX financial information under the IKONICS Imaging segment. The financial information for Micromaching and DTX are combined into a new segment called Other. As the Company is unable to provide comparable 2010 financial information for the newly defined segments, the Company will disclose in 2011 both the new basis and previous basis of segment reporting. 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, 2010. |
Management evaluates the performance of each segment based on the components of divisional income, and does not allocate assets and liabilities to segments except for accounts receivables which is allocated based on the previous segmentation. Financial information with respect to the reportable segments follows: |
For the three months ended June 30, 2011 (previous segment method): |
IKONICS | ||||||||||||||||||||
Domestic | Export | Imaging | Unalloc. | Total | ||||||||||||||||
Net sales |
$ | 1,796,286 | $ | 1,613,353 | $ | 1,177,793 | $ | | $ | 4,587,432 | ||||||||||
Cost of goods sold |
1,015,528 | 1,187,819 | 530,095 | | 2,733,442 | |||||||||||||||
Gross profit |
780,758 | 425,534 | 647,698 | | 1,853,990 | |||||||||||||||
Selling, general and
administrative* |
307,975 | 145,389 | 484,696 | 329,635 | 1,267,695 | |||||||||||||||
Research and
development* |
| | | 137,488 | 137,488 | |||||||||||||||
Income from operations |
$ | 472,783 | $ | 280,145 | $ | 163,002 | $ | (467,123 | ) | $ | 448,807 | |||||||||
For the three months ended June 30, 2010 (previous segment method): |
IKONICS | ||||||||||||||||||||
Domestic | Export | Imaging | Unalloc. | 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 | |||||||||
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For the three months ended June 30, 2011 (new segment method): |
IKONICS | ||||||||||||||||||||||||
Domestic | Export | Imaging | Other | Unalloc. | Total | |||||||||||||||||||
Net sales |
$ | 1,796,286 | $ | 1,613,353 | $ | 884,750 | $ | 293,043 | $ | | $ | 4,587,432 | ||||||||||||
Cost of goods sold |
1,015,528 | 1,187,819 | 430,836 | 99,259 | | 2,733,442 | ||||||||||||||||||
Gross profit |
780,758 | 425,534 | 453,914 | 193,784 | | 1,853,990 | ||||||||||||||||||
Selling general and
adminstrative* |
307,975 | 145,389 | 302,698 | 181,998 | 329,635 | 1,267,695 | ||||||||||||||||||
Research and
development* |
| | | | 137,488 | 137,488 | ||||||||||||||||||
Income from
operations |
$ | 472,783 | $ | 280,145 | $ | 151,216 | $ | 11,786 | $ | (467,123 | ) | $ | 448,807 | |||||||||||
For the six months ended June 30, 2011 (previous segment method): |
IKONICS | ||||||||||||||||||||
Domestic | Export | Imaging | Unalloc. | Total | ||||||||||||||||
Net sales |
$ | 3,127,335 | $ | 2,809,566 | $ | 2,303,630 | $ | | $ | 8,240,531 | ||||||||||
Cost of goods sold |
1,761,536 | 2,069,545 | 1,088,617 | | 4,919,698 | |||||||||||||||
Gross profit |
1,365,799 | 740,021 | 1,215,013 | | 3,320,833 | |||||||||||||||
Selling, general and
administrative* |
584,480 | 277,863 | 980,426 | 768,567 | 2,611,336 | |||||||||||||||
Research and
development* |
| | | 237,399 | 237,399 | |||||||||||||||
Income from operations |
$ | 781,319 | $ | 462,158 | $ | 234,587 | $ | (1,005,966 | ) | $ | 472,098 | |||||||||
For the six months ended June 30, 2010 (previous segment method): |
IKONICS | ||||||||||||||||||||
Domestic | Export | Imaging | Unalloc. | 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, 2011 (new segment method): |
IKONICS | ||||||||||||||||||||||||
Domestic | Export | Imaging | Other | Unalloc. | Total | |||||||||||||||||||
Net sales |
$ | 3,127,335 | $ | 2,809,566 | $ | 1,775,669 | $ | 527,961 | $ | | $ | 8,240,531 | ||||||||||||
Cost of goods sold |
1,761,536 | 2,069,545 | 887,103 | 201,514 | | 4,919,698 | ||||||||||||||||||
Gross profit |
1,365,799 | 740,021 | 888,566 | 326,447 | | 3,320,833 | ||||||||||||||||||
Selling general and
adminstrative* |
584,480 | 277,863 | 599,938 | 380,488 | 768,567 | 2,611,336 | ||||||||||||||||||
Research and
development* |
| | | | 237,399 | 237,399 | ||||||||||||||||||
Income from
operations |
$ | 781,319 | $ | 462,158 | $ | 288,628 | $ | (54,041 | ) | $ | (1,005,966 | ) | $ | 472,098 | ||||||||||
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* | The Company does not allocate all general and administrative expenses or any research and development expenses to its operating segments for internal reporting. |
Accounts receivable related to the Other segment are included in IKONICS Imaging. Accounts receivable by segment as of June 30, 2011 and December 31, 2010 were as follows: |
June 30, 2011 | Dec 31, 2010 | |||||||
Domestic |
$ | 988,527 | $ | 874,535 | ||||
Export |
855,087 | 725,007 | ||||||
IKONICS Imaging |
404,865 | 325,334 | ||||||
Unallocated, net of allowances |
(21,770 | ) | (41,448 | ) | ||||
Total |
$ | 2,226,709 | $ | 1,883,428 | ||||
7. | Income Taxes |
The Company reports a liability for unrecognized tax benefits taken or expected to be taken when they are uncertain. During the first six months of 2010, 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 income tax expense of $27,000 for the first six months of 2010. As of June 30, 2011 and 2010, there was no liability for unrecognized tax benefits. |
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 2007, 2008, 2009, and 2010. |
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ITEM 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
| The Companys expectation that its effective tax rate will return to 35% to 36% of pretax income for the remainder of 2011 compared to the tax rate of 27.9% in the first six months of 2011The effective tax rate for the final six months of 2011 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 trade 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 expires on October 30, 2011This 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, 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 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 |
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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. | |||
| 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 expectation that research and development spending will grow and return to historic levelsThese plans and expectations may be impacted by the Companys ability to identify, hire and retain qualified personnel, unexpected changes to resource requirements for other areas of the Companys business, the Companys ability to identify new technologies for product development and the overall performance of the Company. | ||
| The Companys beliefs as to the future performance of its new technologies or particular segmentsActual performance may be impacted by general market conditions or conditions in particular industries in which the Companys products are used (including the aerospace and automotive industries), changes to the competitive landscape in the industries in which the Company competes (including pricing pressures from or new product offerings by existing or future competitors), lack of acceptance of new products or technologies, the availability of DTX printers that use the Companys products or increases to raw materials costs used to produce the Companys products. | ||
| 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 industries in which the Company sells products, 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. |
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(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) |
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ITEM 3. | Quantitative and Qualitative Disclosures about Market Risk |
ITEM 4. | Controls and Procedures |
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ITEM 1. | Legal Proceedings |
ITEM 1A. | Risk Factors |
ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
(c) Total Number of | ||||||||||||||||
Shares Purchased as | (d) Maximum Number of | |||||||||||||||
(a) Total Number | Part of Publicly | Shares that May | ||||||||||||||
of | (b) Average Price | Announced Plans | Yet Be Purchased Under | |||||||||||||
Shares Purchased | Paid per Share | or Programs | The Plans or Programs | |||||||||||||
April 1, 2011 through April 30, 2011 |
| n/a | | 33,031 | ||||||||||||
May 1, 2011 through May 31, 2011 |
270 | $ | 7.70 | 270 | 32,761 | |||||||||||
June 1, 2011 through June 30, 2011 |
| n/a | | 32,761 | ||||||||||||
Total |
270 | $ | 7.70 | 270 | 32,761 |
(1) | In prior years, the Companys board of directors had authorized the repurchase of 150,000 shares of common stock. In August 2008, the Companys Board of Directors approved the repurchase of an additional 100,000 shares of common stock bringing the total shares eligible for repurchase to 250,000. A total of 206,640 shares have been repurchased under this program including 270 shares repurchased during the second quarter of 2011. The plan allows for an additional 32,761 shares to be repurchased. |
ITEM 3. | Defaults upon Senior Securities |
ITEM 4. | [Removed and Reserved] |
ITEM 5. | Other Information |
ITEM 6. | Exhibits |
Exhibit | Description | |
3.1 | Restated Articles of Incorporation of Company, as amended.1 |
|
3.2 | By-Laws of the Company, as amended.2 |
|
31.1 | Rule 13a-14(a)/15d-14(a) Certifications of CEO |
|
31.2 | Rule 13a-14(a)/15d-14(a) Certifications of CFO |
|
32 | Section 1350 Certifications |
|
101 | Interactive Data Files Pursuant to Rule 405 of Regulation S-T |
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). |
21
IKONICS CORPORATION | ||||||
DATE: August 12, 2011
|
By: | /s/ Jon Gerlach
|
||||
Chief Financial Officer, and Vice President of Finance |
22
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 | ||
101
|
Interactive Data Files Pursuant to Rule 405 of Regulation S-T | Filed Electronically |