U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
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þ |
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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 September 30, 2007
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 small business issuer 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
incorporation or organization)
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(I.R.S. employer
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 is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No þ
State the number of shares outstanding of each of the issuers classes of common
equity, as of the latest practical date: Common Stock, $.10 par value 2,042,961 shares
outstanding as of November 7, 2007.
Transitional Small Business Disclosure Format (check one): Yes o No þ
IKONICS Corporation
QUARTERLY REPORT ON FORM 10-QSB
2
PART I FINANCIAL INFORMATION
ITEM 1. Condensed Financial Statements
IKONICS CORPORATION
CONDENSED BALANCE SHEETS
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September 30 |
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December 31 |
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2007 |
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2006 |
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(unaudited) |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
4,531,100 |
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$ |
3,428,186 |
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Trade receivables, less allowance of $55,000 in 2007 and
$70,000 in 2006 |
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2,097,867 |
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1,976,893 |
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Inventories (Note 2) |
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2,006,608 |
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2,494,876 |
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Deposits, prepaid expenses and other assets |
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186,702 |
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232,255 |
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Deferred income taxes |
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88,000 |
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97,000 |
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Total current assets |
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8,910,277 |
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8,229,210 |
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PROPERTY, PLANT, AND EQUIPMENT, at cost: |
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Land and building |
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1,597,516 |
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1,500,271 |
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Machinery and equipment |
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2,727,529 |
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2,396,867 |
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Office equipment |
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866,669 |
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817,406 |
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Vehicles |
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219,965 |
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203,816 |
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5,411,679 |
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4,918,360 |
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Less accumulated depreciation |
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4,082,399 |
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3,926,440 |
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1,329,280 |
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991,920 |
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INTANGIBLE ASSETS, less accumulated amortization of $199,633 in
2007 and $159,351 in 2006 |
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485,074 |
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485,421 |
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DEFERRED INCOME TAXES |
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48,000 |
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48,000 |
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INVESTMENTS IN NON-MARKETABLE EQUITY SECURITIES |
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855,201 |
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988,910 |
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$ |
11,627,832 |
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$ |
10,743,461 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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CURRENT LIABILITIES: |
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Accounts payable |
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$ |
452,955 |
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$ |
288,449 |
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Accrued compensation |
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239,863 |
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324,082 |
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Other accrued liabilities |
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251,511 |
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172,381 |
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Income taxes payable |
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1,568 |
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94,450 |
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Total current liabilities |
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945,897 |
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879,362 |
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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 $.10 per share; authorized 4,750,000 shares;
issued and outstanding 2,042,961 shares in 2007 and 2,010,861 in 2006 |
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204,296 |
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201,086 |
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Additional paid-in capital |
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2,106,214 |
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1,979,012 |
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Retained earnings (Note 9) |
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8,371,425 |
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7,684,001 |
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Total stockholders equity |
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10,681,935 |
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9,864,099 |
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$ |
11,627,832 |
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$ |
10,743,461 |
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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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Nine Months |
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Ended September 30 |
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Ended September 30 |
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2007 |
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2006 |
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2007 |
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2006 |
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NET SALES |
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$ |
4,016,923 |
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$ |
3,673,830 |
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$ |
11,899,367 |
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$ |
11,145,304 |
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COSTS AND EXPENSES: |
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Cost of goods sold |
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2,186,892 |
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1,975,667 |
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6,794,437 |
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6,197,398 |
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Selling, general, and administrative |
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1,158,735 |
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1,122,399 |
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3,601,132 |
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3,410,574 |
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Research and development |
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186,295 |
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196,493 |
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582,503 |
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561,496 |
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3,531,922 |
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3,294,559 |
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10,978,072 |
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10,169,468 |
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INCOME FROM OPERATIONS |
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485,001 |
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379,271 |
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921,295 |
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975,836 |
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GAIN ON SALE OF NON-MARKETABLE
EQUITY SECURITIES |
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55,159 |
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INTEREST INCOME |
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40,616 |
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32,492 |
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110,247 |
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82,639 |
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INCOME BEFORE INCOME TAXES |
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525,617 |
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411,763 |
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1,086,701 |
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1,058,475 |
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INCOME TAX EXPENSE |
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171,692 |
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126,810 |
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262,277 |
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327,751 |
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NET INCOME |
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$ |
353,925 |
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$ |
284,953 |
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$ |
824,424 |
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$ |
730,724 |
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EARNINGS PER COMMON SHARE: |
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Basic |
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$ |
0.17 |
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$ |
0.14 |
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$ |
0.41 |
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$ |
0.37 |
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Diluted |
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$ |
0.17 |
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$ |
0.14 |
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$ |
0.40 |
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$ |
0.36 |
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WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING : |
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Basic |
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2,042,113 |
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2,010,861 |
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2,029,110 |
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1,996,363 |
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Diluted |
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2,074,569 |
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2,043,981 |
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2,061,400 |
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2,029,732 |
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See notes to condensed financial statements.
4
IKONICS CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
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Nine Months |
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Ended September 30 |
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2007 |
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2006 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income |
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$ |
824,424 |
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$ |
730,724 |
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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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203,981 |
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181,120 |
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Amortization |
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40,282 |
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18,532 |
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Excess tax benefit from share-based payment arrangement |
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(31,997 |
) |
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(36,712 |
) |
Tax benefit from stock option exercise |
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12,508 |
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14,055 |
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Stock based compensation |
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14,185 |
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19,021 |
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Gain on sale of vehicles |
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(7,341 |
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Gain on sale of non-marketable equity securities |
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(55,159 |
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Deferred income taxes |
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9,000 |
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Changes in working capital components: |
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Trade receivables |
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(120,974 |
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(317,999 |
) |
Inventories |
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488,268 |
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94,865 |
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Prepaid expenses and other assets |
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45,553 |
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(23,987 |
) |
Accounts payable |
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164,506 |
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|
158,426 |
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Accrued liabilities |
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(142,089 |
) |
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(64,842 |
) |
Income taxes payable |
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(60,885 |
) |
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24,216 |
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Net cash provided by operating activities |
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1,384,262 |
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797,419 |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Purchases of property and equipment |
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(545,500 |
) |
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(92,542 |
) |
Proceeds from sale of vehicles |
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11,500 |
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Purchase of intangibles |
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(39,935 |
) |
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(23,314 |
) |
Purchase of non-marketable equity securities |
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(63,750 |
) |
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(414,370 |
) |
Proceeds from sales of non-marketable equity securities |
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252,618 |
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83,979 |
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Net cash used in investing activities |
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(385,067 |
) |
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(446,247 |
) |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Excess tax benefit from share-based payment arrangement |
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31,997 |
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36,712 |
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Proceeds from exercise of stock options |
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71,722 |
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186,335 |
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Net cash provided by financing activities |
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103,719 |
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223,047 |
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NET INCREASE IN CASH AND CASH EQUIVALENTS |
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1,102,914 |
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574,219 |
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CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
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3,428,186 |
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3,412,072 |
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CASH AND CASH EQUIVALENTS AT END OF PERIOD |
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$ |
4,531,100 |
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$ |
3,986,291 |
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
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Cash paid for income taxes |
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$ |
342,653 |
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$ |
289,480 |
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See notes to condensed financial statements.
5
IKONICS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. |
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Basis of Presentation
The balance sheet of IKONICS Corporation (the Company) as of September 30, 2007, and the
related statements of operations for the three and nine months ended September 30, 2007 and
2006, and cash flows for the nine months ended September 30, 2007 and 2006, 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 September 30, 2007, 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-KSB for the year ended December 31, 2006. |
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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. |
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2. |
|
Inventory
The major components of inventory are as follows: |
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Sep 30, 2007 |
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Dec 31, 2006 |
|
Raw materials |
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$ |
1,149,143 |
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$ |
1,577,165 |
|
Work-in-progress |
|
|
314,510 |
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|
225,033 |
|
Finished goods |
|
|
1,096,954 |
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|
1,227,806 |
|
Reduction to LIFO cost |
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|
(553,999 |
) |
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|
(535,128 |
) |
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Total Inventory |
|
$ |
2,006,608 |
|
|
$ |
2,494,876 |
|
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|
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|
3. |
|
Earnings Per Common Share (EPS) |
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|
Basic EPS is calculated using net income divided by the weighted average 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 dilutive potential common shares, such as options,
had been issued. |
6
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|
Shares used in the calculation of diluted EPS are summarized below: |
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Three Months Ended |
|
|
Sep 30, 2007 |
|
Sep 30, 2006 |
Weighted average common shares outstanding |
|
|
2,042,113 |
|
|
|
2,010,861 |
|
Dilutive effect of stock options |
|
|
32,456 |
|
|
|
33,120 |
|
|
|
|
|
|
|
|
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|
Weighted average common and common equivalent shares outstanding |
|
|
2,074,569 |
|
|
|
2,043,981 |
|
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|
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Nine Months Ended |
|
|
Sep 30, 2007 |
|
Sep 30, 2006 |
Weighted average common shares outstanding |
|
|
2,029,110 |
|
|
|
1,996,363 |
|
Dilutive effect of stock options |
|
|
32,290 |
|
|
|
33,369 |
|
|
|
|
|
|
|
|
|
|
Weighted average common and common equivalent shares outstanding |
|
|
2,061,400 |
|
|
|
2,029,732 |
|
|
|
|
|
|
|
|
|
|
|
|
Options to purchase 55,622 and 88,222 shares of common stock were outstanding as of
September 30, 2007 and 2006, respectively. |
|
4. |
|
Stock-Based Compensation |
|
|
|
The Company has a stock incentive plan for the issuance of up to 342,750 shares of common
stock. The plan provides for granting eligible participants stock options or other stock
awards, as provided by the plan, at option prices ranging from 85% to 110% of fair market
value at 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. A total of
56,173 shares of common stock are reserved for additional grants of options under the plan
at September 30, 2007. |
|
|
|
The Company accounts for this plan under FAS 123(R), Share-Based Payment, using the
modified-prospective-transition method. Under the modified-prospective-transition method,
FAS 123(R) applies to new awards and to awards that were outstanding on January 1, 2006 that
are subsequently modified, repurchased, or cancelled. Under this method compensation cost
in 2007 and 2006 includes cost for options granted in 2007 and 2006 and options granted
prior to but not vested as of December 31, 2005. |
|
|
|
The Company charged compensation cost of $4,700 against income for the three months ended
September 30, 2007 and $4,600 for the three months ended September 30, 2006. For the first
nine months of 2007, the Company charged compensation cost of approximately $14,200 against
income compared to $13,300 for the same period in 2006. As of September 30, 2007 there was
approximately $20,000 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. This is the amount that represents the pool of excess tax benefits available to
absorb tax shortages. For the nine months ended September 30, 2007, $31,997 of excess tax
benefits were reported as operating and financing cash flows compared to $36,712 for the
nine months ended September 30, 2006. The Companys APIC pool totaled $71,709 and $39,712
at September 30, 2007 and December 31, 2006, respectively. |
|
|
|
Proceeds from the exercise of stock options were $71,722 and $186,335 for the nine months
ended September 30, 2007 and 2006, respectively. There were no options granted during the
nine months ending September 30, 2007. |
7
|
|
Stock option activity during the nine months ended September 30, 2007 was as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Average |
|
|
|
|
|
|
Exercise |
|
|
Shares |
|
Price |
Outstanding at December 31, 2006 |
|
|
88,222 |
|
|
$ |
3.33 |
|
Granted |
|
|
|
|
|
|
|
|
Exercised |
|
|
(32,100 |
) |
|
|
2.23 |
|
Expired and forfeited |
|
|
(500 |
) |
|
|
4.32 |
|
|
|
|
|
|
|
|
|
|
Outstanding at September 30, 2007 |
|
|
55,622 |
|
|
|
3.95 |
|
|
|
|
|
|
|
|
|
|
|
|
The aggregate intrinsic value of all options outstanding and for those exercisable at
September 30, 2007 was $282,251 and $263,675, respectively. |
|
5. |
|
Intangible Assets |
|
|
|
Intangible assets consist primarily of patents, licenses and covenants not to compete
arising from business combinations. Intangible assets are amortized on a straight-line
basis over their estimated useful lives or terms of their agreements. Amortization expense
for each of the next five years is estimated to be $54,000 annually. In connection with
license agreements, the Company has agreed to pay royalties ranging from 3% to 5% on the
future sales of products subject to the agreements. |
|
6. |
|
Comprehensive Income |
|
|
|
Comprehensive income includes unrealized gains and losses on the Companys available for
sale marketable securities. There were no marketable securities available for sale at
December 31, 2006 or September 30, 2007 and the impact of foreign exchange was not material.
Total comprehensive income was $353,925 and $284,953 for the three months ended September
30, 2007 and 2006, respectively. Total comprehensive income was $824,424 and $731,620 for
the nine months ended September 30, 2007 and 2006, respectively. |
|
7. |
|
Purchase of Assets |
|
|
|
On December 29, 2006, the Company acquired certain assets of Franklin International Inc.
related to the image mate® product line. If the acquisition had occurred on January 1,
2006, the unaudited pro forma impact on revenues would have been to increase revenues by
approximately $150,000 for the three months ended September 30, 2006 and $450,000 for the
nine months ended September 30, 2006. The unaudited pro forma effect on net income and
earnings per common share would not have been significant to the amounts reported in the
Companys income statement for the both the three and nine months ended September 30, 2006. |
|
8. |
|
Segment Information |
|
|
|
The Companys reportable segments are strategic business units that offer different products
and have a varied customer base. There are three reportable segments: Domestic, Export,
and IKONICS Imaging. Domestic sells screen printing film, emulsions, and inkjet receptive film which is sold 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. |
8
|
|
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-KSB for the year ended December 31, 2006. |
|
|
|
Management evaluates the performance of each segment based on the components of divisional
income, and with the exception of accounts receivable, does not allocate assets and
liabilities to segments. Financial information with respect to the reportable segments
follows: |
|
|
|
For the three months ended September 30, 2007: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IKONICS |
|
|
|
|
|
|
|
|
|
Domestic |
|
|
Export |
|
|
Imaging |
|
|
Other |
|
|
Total |
|
Net Sales |
|
$ |
1,741,960 |
|
|
$ |
1,267,710 |
|
|
$ |
1,007,253 |
|
|
$ |
|
|
|
$ |
4,016,923 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of good sold |
|
|
946,154 |
|
|
|
777,616 |
|
|
|
463,122 |
|
|
|
|
|
|
|
2,186,892 |
|
Selling, general and
administrative* |
|
|
288,455 |
|
|
|
93,382 |
|
|
|
348,110 |
|
|
|
428,788 |
|
|
|
1,158,735 |
|
Research and
Development* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
186,295 |
|
|
|
186,295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,234,609 |
|
|
|
870,998 |
|
|
|
811,232 |
|
|
|
615,083 |
|
|
|
3,531,922 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
$ |
507,351 |
|
|
$ |
396,712 |
|
|
$ |
196,021 |
|
|
$ |
(615,083 |
) |
|
$ |
485,001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended September 30, 2006: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IKONICS |
|
|
|
|
|
|
|
|
|
Domestic |
|
|
Export |
|
|
Imaging |
|
|
Other |
|
|
Total |
|
Net Sales |
|
$ |
1,419,000 |
|
|
$ |
1,115,328 |
|
|
$ |
1,139,502 |
|
|
$ |
|
|
|
$ |
3,673,830 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of good sold |
|
|
715,065 |
|
|
|
690,319 |
|
|
|
570,283 |
|
|
|
|
|
|
|
1,975,667 |
|
Selling, general and
administrative* |
|
|
241,967 |
|
|
|
89,337 |
|
|
|
363,470 |
|
|
|
427,625 |
|
|
|
1,122,399 |
|
Research and
Development* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
196,493 |
|
|
|
196,493 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
957,032 |
|
|
|
779,656 |
|
|
|
933,753 |
|
|
|
624,118 |
|
|
|
3,294,559 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
$ |
461,968 |
|
|
$ |
335,672 |
|
|
$ |
205,749 |
|
|
$ |
(624,118 |
) |
|
$ |
379,271 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended September 30, 2007: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IKONICS |
|
|
|
|
|
|
|
|
|
Domestic |
|
|
Export |
|
|
Imaging |
|
|
Other |
|
|
Total |
|
Net Sales |
|
$ |
4,933,275 |
|
|
$ |
3,637,174 |
|
|
$ |
3,328,918 |
|
|
$ |
|
|
|
$ |
11,899,367 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of good sold |
|
|
2,764,261 |
|
|
|
2,465,928 |
|
|
|
1,564,248 |
|
|
|
|
|
|
|
6,794,437 |
|
Selling, general and
administrative* |
|
|
850,825 |
|
|
|
334,182 |
|
|
|
1,081,295 |
|
|
|
1,334,830 |
|
|
|
3,601,132 |
|
Research and
Development* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
582,503 |
|
|
|
582,503 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,615,086 |
|
|
|
2,800,110 |
|
|
|
2,645,543 |
|
|
|
1,917,333 |
|
|
|
10,978,072 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
$ |
1,318,189 |
|
|
$ |
837,064 |
|
|
$ |
683,375 |
|
|
$ |
(1,917,333 |
) |
|
$ |
921,295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended September 30, 2006: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IKONICS |
|
|
|
|
|
|
|
|
|
Domestic |
|
|
Export |
|
|
Imaging |
|
|
Other |
|
|
Total |
|
Net Sales |
|
$ |
4,313,129 |
|
|
$ |
3,398,526 |
|
|
$ |
3,433,649 |
|
|
$ |
|
|
|
$ |
11,145,304 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of good sold |
|
|
2,326,156 |
|
|
|
2,252,004 |
|
|
|
1,619,238 |
|
|
|
|
|
|
|
6,197,398 |
|
Selling, general and
Administrative* |
|
|
730,918 |
|
|
|
292,778 |
|
|
|
1,135,764 |
|
|
|
1,251,114 |
|
|
|
3,410,574 |
|
Research and
Development* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
561,496 |
|
|
|
561,496 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,057,074 |
|
|
|
2,544,782 |
|
|
|
2,755,002 |
|
|
|
1,812,610 |
|
|
|
10,169,468 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
$ |
1,256,055 |
|
|
$ |
853,744 |
|
|
$ |
678,647 |
|
|
$ |
(1,812,610 |
) |
|
$ |
975,836 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
|
|
Accounts receivable as of September 30, 2007 and December 31, 2006: |
|
|
|
|
|
|
|
|
|
|
|
Sep 30, 2007 |
|
|
Dec 31, 2006 |
|
Domestic |
|
$ |
1,018,990 |
|
|
$ |
842,144 |
|
Export |
|
|
777,603 |
|
|
|
780,599 |
|
IKONICS Imaging |
|
|
337,126 |
|
|
|
384,748 |
|
Other |
|
|
(35,852 |
) |
|
|
(30,598 |
) |
|
|
|
|
|
|
|
|
Total |
|
$ |
2,097,867 |
|
|
$ |
1,976,893 |
|
|
|
|
|
|
|
|
|
|
|
* |
|
The Company does not allocate all general and administrative expenses or any research and
development expenses to its operating segments for internal reporting. |
9. |
|
Income Taxes |
|
|
|
On January 1, 2007, the Company adopted the provisions of Financial Standards Accounting
Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48). As a
result of the implementation of FIN 48, the Company recorded a liability for unrecognized
tax benefits of $137,000, which was accounted for as a reduction to retained earnings. The
balance of the unrecognized tax benefits at adoption, exclusive of interest, was $122,000,
the reversal of which would decrease the provision for income taxes and increase net income
by the same amount. During the first quarter of 2007, the statute of limitations for the
relevant taxing authority to examine and challenge the tax position for an open year
expired, resulting in a decrease in income tax expense of $45,000 for the first quarter of
2007 and for the nine months ending September 30, 2007. As of September 30, 2007, the
liability for unrecognized tax benefits totaled $96,000 and is 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 after 2002 and 2003 respectively. |
|
|
|
It is the Companys policy to recognize interest and penalties related to uncertain tax
positions in income tax expense. The Company had accrued approximately $12,000 of interest
related to uncertain tax positions at September 30, 2007. |
10
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 third quarter of 2007,
the nine months ended September 30, 2007 and the same periods of 2006. It should be read in
connection with the Companys unaudited financial statements and notes thereto included in this
Form 10-QSB.
Factors that May Affect Future Results
|
|
|
The Companys belief that additional proceeds will be received from the sale of
Apprise common and preferred stockActual proceeds received may be impacted by
unanticipated expenses related to indemnification clauses as part of the agreement
between Apprise and its purchaser. |
|
|
|
|
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 strong internal controls. |
|
|
|
|
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. 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, acceptance of new products,
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 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. |
|
|
|
|
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. |
11
|
|
|
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 or the inability to identify attractive acquisition
targets, new products or other business opportunities. |
Critical Accounting Policies
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 policies, 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 monitors collections and
payments from its customers and maintains a reserve 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 reserve established, the
Company cannot guarantee that it will continue to experience the same collection history that has
occurred in the past. The Companys general payment terms are net 30-60 days for domestic
customers and net 60-90 days for foreign customers.
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.
Deferred Tax Assets. On September 30, 2007, the Company had approximately $136,000 of net
deferred tax assets. The net deferred tax assets result primarily from timing differences in
intangible assets and property and equipment. The Company has determined that it is more likely
than not that the net deferred tax assets reflected on the balance sheet will be realized and that
a valuation allowance for such assets is not currently required.
Investments in Non-Marketable Equity Securities. Investments in non-marketable equity
securities consist of a $855,201 investment in imaging Technology international (iTi). The
Company accounts for this investment by the cost method because the common stock of the corporation
is unlisted and the criteria for using the equity method of accounting are not satisfied. Under
the cost method, the investment is assessed for other-than-temporary impairment and recorded at the
lower of cost or market value which requires significant judgment since there are no readily
available market values for this investment. In assessing the fair value of this investment we
consider recent equity transactions that iTi has entered into, the status of iTis technology and
strategies in place to achieve its objectives, as well as iTis financial condition and results of
operations. To the extent there are changes in the assessment, an adjustment may need to be
recorded.
Revenue Recognition. The Company recognizes revenue on products when title passes, which is
usually upon shipment. Freight billed to customers is included in sales. Shipping costs are
included in cost of goods sold.
Results of Operations
Quarter Ended September 30, 2007 Compared to Quarter Ended September 30, 2006
Sales. The Company realized 9.3% sales growth during the third quarter of 2007 with sales of
$4.0 million, compared to $3.7 million in sales during the same period in 2006. The third quarter
sales growth was mainly due to sales related to the image mate® line of screen printing products.
The image mate® brand was acquired in December 2006.
12
Cost of Goods Sold. Cost of goods sold during the third quarter of 2007 was $2.2 million, or
54.4% of sales, compared to $2.0 million, or 53.8% of sales, during the same period in 2006. The
increase in cost of goods sold as a percentage of sales is due to rising raw material costs in
addition to lower gross margins associated with the image mate® product line which was acquired at
the end of 2006.
Selling, General and Administrative Expenses. Selling, general and administrative expenses
were $1.2 million, or 28.9% of sales, in the third quarter of 2007, and $1.1 million, or 30.6% of
sales, for the same period in 2006. The increase in selling, general and administrative expenses
during the third quarter of 2007 is due to increased sales personnel and additional costs related
to Sarbanes-Oxley compliance efforts.
Research and Development Expenses. Research and development expenses during the third quarter
of 2007 were $186,000, or 4.6% of sales, versus $196,000, or 5.3% of sales, for the same period in
2006. The third quarter decrease is due to lower costs related to legal and patent expenses.
Interest Income. Interest income for the third quarter of 2007 was $41,000 compared to
$32,000 for the same period in 2006. The interest income increase is due to an increase in
interest rates and a larger balance of interest earning assets.
Income Taxes. The income tax provision differs from the expected tax expense primarily due to
the benefits of the domestic manufacturing deduction, tax exempt interest, state income taxes and
federal credits for research and development. For the second quarter of 2007, income tax expense
was $172,000, or an effective rate of 32.7% versus $127,000, or an effective rate of 30.8% for
third quarter of 2006.
Nine Months Ended September 30, 2007 Compared to the Nine Months Ended September 30, 2006
Sales. Compared to the same period in 2006, the Companys sales increased 6.8% during the
first nine months of 2007. Sales during this period of 2007 were $11.9 million versus sales of
$11.1 million during the first nine months of 2006. The sales increase was mainly due to both
domestic and international shipments from the image mate® line of screen printing products,
acquired in December 2006.
Cost of Goods Sold. Cost of goods sold during the first nine months of 2007 was $6.8 million,
or 57.1% of sales, compared to $6.2 million, or 55.6% of sales, during the same period in 2006.
The increase in the cost of sales during the first nine months of 2007 as a percentage of sales
reflects a less favorable product mix, rising raw material costs and additional manufacturing
overhead related to the image mate® transition.
Selling, General and Administrative Expenses. Selling, general and administrative expenses
increased to $3.6 million, or 30.3% of sales, in the first nine months of 2007, from $3.4 million
or 30.6% of sales, for the same period in 2006. The increase in selling, general and
administrative expenses in 2007 is due to $100,000 for increased sales personnel, $53,000 for
expenses related to Sarbanes-Oxley compliance efforts and $42,000 for an international trade show
which the Company attends every other year.
Research and Development Expenses. Research and development expenses during the first nine
months of 2007 were $583,000, or 4.9% of sales, versus $561,000, or 5.0% of sales, for the same
period in 2006. The increase is due to higher depreciation expense related to equipment purchases
and production trial expenses to support the Companys efforts in the industrial digital inkjet
market.
Gain on Sale of Non-Marketable Equity Securities. The Company realized a gain of $55,000 on
the sale of its investment in the common and preferred stock of Apprise Technologies, Inc.
(Apprise) during the first quarter of 2007. In addition to the initial proceeds, the Company
anticipates receiving additional proceeds in 2008 from the portion of the total sale price that was
placed in escrow at the time of the sale related to indemnification clauses as part of the
agreement between Apprise and its purchaser. The additional proceeds and gain recognition is
expected to be approximately $40,000.
Interest Income. Interest income for the first nine months of 2007 was $110,000 compared to
$83,000 for the same period in 2006. The interest income increase is due to an increase in
interest rates and a larger balance of interest earning assets.
13
Income Taxes. During the first nine months of 2007, the Company realized an income tax
expense of $262,000, or an effective rate of 24.1% compared to income tax expense of $328,000, or
an effective rate of 30.9%, for the same period in 2006. The lower effective income tax rate in
2007 primarily relates to derecognizing a liability of $45,000 for unrecognized tax benefits
relating to a tax year where the statute of limitations expired during the first quarter. During
the first quarter of 2007, the Company also recorded a tax benefit adjustment of $9,000 relating to
the December 31, 2006 tax accrual estimate. A net benefit of $7,000 was also realized from the
reversal of the valuation allowance offsetting the capital loss carryforward and utilization of a
portion of the carryforward when the initial proceeds were received from the sale of the Apprise
investment. The remaining carryforward is expected to be fully utilized when the additional
anticipated proceeds are received in 2008. The remaining income tax provision differs from the
expected tax expense primarily due to the benefits of the domestic manufacturing deduction, tax
exempt interest, state income taxes and federal credits for research and development. For the
remainder of 2007, the Company does not expect to realize additional income tax benefits related to
the December 31, 2006 tax accrual estimate or the valuation allowance reversal.
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 and cash equivalents were $4.5 million and $4.0 million at September 30, 2007 and 2006,
respectively. The Company generated $1.4 million in cash from operating activities during the nine
months ended September 30, 2007, compared to generating $797,000 of cash from operating activities
during the same period in 2006. Cash provided by operating activities is primarily the result of
the increase in net income adjusted for non-cash depreciation, amortization, and certain changes in
working capital components.
During the first nine months of 2007, trade receivables increased by $121,000. The increase
in receivables was driven by higher sales volumes and the timing of collections. 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 $488,000 due to raw material film
levels. Inventory levels at the end of 2006 were inflated due to the Company purchasing large
amounts of film to obtain volume pricing discounts. Prepaid expenses increased $46,000, reflecting
insurance costs prepaid in the first quarter of 2007. Accounts payable increased $165,000,
primarily as a result of the timing of payments to and purchases of material from suppliers for
inventory. Excluding the $136,000 effect from the adoption FIN 48 accrued expenses decreased
$142,000, primarily reflecting the timing of compensation and other miscellaneous payments.
Excluding the effects of stock based compensation, income taxes payable decreased $61,000
reflecting the timing of 2007 estimated tax payments.
For the first nine months of 2007, the Company used $385,000 in investing activities. The
Company purchased $546,000 of plant equipment. Approximately one-half of the equipment purchases
were related to the Companys efforts in industrial digital inkjet and photo-machining markets.
Purchases were also made to improve facilities, update systems and replace vehicles. The Company
also exercised a warrant for 7,500 shares at a price of $8.50 per share to purchase an additional
$63,750 of Imaging Technology International (iTi) stock. The Company currently owns approximately
8% of the outstanding shares of iTi. The Company also incurred $40,000 in patent application costs
that the Company records as an asset and amortizes upon successful completion of the application
process. These cash outlays were partially offset by receipt of $253,000 from the sale of the
Companys Apprise investment and $11,500 from the sale of two vehicles.
For the first nine months of 2006, the Company used $446,000 in investing activities. This
included exercising warrants to buy an additional 43,333 shares of stock in Imaging Technology
International at $7.50 per share and 10,833 shares at $8.25 per share for a total cash outlay of
$414,000. Also during the first nine months of 2006, the Company received $84,000 from the sale of
marketable securities and purchased $93,000 of plant equipment to improve efficiency, and reduce
operating costs. The Company also incurred $23,000 in patent application costs.
The Company realized $104,000 in cash from financing activities during the first nine months
of 2007 compared to $223,000 received in the same period in 2006. During the first nine months of
2007, the Company received $72,000 for the issuance of 32,100 shares of common stock upon the
exercise of stock options compared to $186,000 received during
14
the first nine months of 2006 for
48,324 shares of common stock issued upon the exercise of stock options. The Company also
realized a $32,000 cash benefit during the first nine months of 2007 related to the excess tax
benefit from the exercise of stock options compared to a $37,000 cash benefit for the same period
in 2006.
A bank line of credit exists providing for borrowings of up to $1,250,000. Outstanding debt
under this line of credit is collateralized by accounts receivable and inventory and bears interest
at 2.00 percentage points over the 30-day LIBOR rate. The line expires in April 2008. The Company
anticipates that it will obtain a new bank line of credit with similar terms when the current line
expires. The Company did not utilize this line of credit during the first nine months of 2007 and
there were no borrowings outstanding as of September 30, 2007. The line of credit was also not
utilized during 2006, and there were no borrowings outstanding under this line as of September 30,
2006.
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 September 30, 2007, the Company has spent $546,000 on capital expenditures. This
spending primarily consists of supporting the Companys efforts in industrial digital inkjet and
photo-machining markets, plant equipment upgrades and building improvements to improve efficiency
and reduce operating costs and vehicles.
The Company is currently negotiating to purchase land for future expansion. The cost of the
land would be approximately $500,000 and the land purchase will most likely occur during the fourth
quarter of 2007. The Company is also developing plans to build additional warehouse and
manufacturing facilities on the proposed site. Construction could possibly begin either towards
the end of 2007 or during the first quarter of 2008. Cost estimates for the expansion have not
been finalized. The Company also plans for additional capital expenditures during 2007 to include
ongoing manufacturing equipment upgrades, development equipment to modernize the capabilities and
processes of the Companys research and development laboratory to improve measurement and quality
control processes. These additional capital expenditures are expected to be approximately $50,000
for the remaining three months of the year. The land, facility expansion, and other capital
expenditures are expected to be funded with existing cash balances and 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 30.6% of total sales
during the first nine months of 2007 and 30.5% of total sales for the same period in 2006.
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 a 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
September 30, 2007.
Future Outlook
IKONICS has invested on average over 4% of its sales dollars for the past few years in
research and development. 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 ensure
commercialization of new product 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.
15
Other future activities undertaken to expand the Companys business may include acquisitions,
building expansion and additions, 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
In June 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48,
Accounting for Uncertainty in Income Taxes (FIN 48). FIN 48 clarifies the accounting for
uncertainty in income taxes recognized in an enterprises financial statements in accordance with
FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and
measurement attributes for the financial statement recognition and measurement of a tax position
taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods, disclosure and transition.
FIN 48 was effective for the Company as of January 1, 2007. The impact of the adoption on the
Financial Statements as of January 1, 2007, was an increase in total liabilities of $137,000 and a
decrease in stockholders equity of $137,000.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS
157 defines fair value, establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value measurements. This Statement
applies under other accounting pronouncements that require or permit fair value measurements, the
FASB having previously concluded in those accounting pronouncements that fair value is the relevant
measurement attribute. Accordingly, SFAS 157 does not require any new fair value measurements.
SFAS 157 is effective for the Company beginning in fiscal year 2008. Management is evaluating the
statement to determine the effect, if any, on the Companys financial statements and related
disclosures.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities (SFAS 159). SFAS 159 allows entities to measure at fair value many
financial instruments and certain other assets and liabilities that are not otherwise required to
be measured at fair value. SFAS 159 is effective for fiscal years beginning after November 15,
2007. Management is evaluating the statement to determine the effect, if any, on the Companys
financial statements and related disclosures.
In June 2006, the FASB issued Emerging Issues Task Force Issue No. 06-3, How Taxes Collected
from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement
(That Is, Gross versus Net Presentation) (EITF 06-3). EITF 06-3 indicates that the presentation of
taxes within the scope of this issue on either a gross or net basis is an accounting policy
decision that should be disclosed. The Companys policy is to present the taxes collected from
customers and remitted to governmental authorities on a net basis.
Off Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
ITEM 3. 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
16
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.
17
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
None
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
ITEM 3. Defaults upon Senior Securities
Not applicable
ITEM 4. Submission of Matters to a Vote of Security Holders
None
ITEM 5. Other Information
None
ITEM 6. Exhibits
The following exhibits are filed as part of this Quarterly Report on Form 10-QSB for the
quarterly period ended September 30, 2007:
|
|
|
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 |
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 Securities and
Exchange Commission on February 22, 2007 (File No. 000-25727). |
18
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.
|
|
|
|
|
|
IKONICS CORPORATION
|
|
DATE: November 9, 2007 |
By: |
/s/ Jon Gerlach
|
|
|
|
Jon Gerlach, |
|
|
|
Chief Financial Officer, and
Vice President of Finance |
|
|
19
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 |