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 March 31, 2008 |
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
Duluth, Minnesota
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55807 |
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(Address of principal executive offices)
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(Zip code) |
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(218) 628-2217
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Issuers telephone number
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Not Applicable
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(Former name, former address and former fiscal year, if changed since last report)
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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 x 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 x
State the number of shares outstanding of each of the issuers classes of common
equity, as of the latest practical date: Common Stock, $.10 par value 2,070,583 shares
outstanding as of April 27, 2008.
Transitional Small Business Disclosure Format (check one): Yes o No x
IKONICS Corporation
QUARTERLY REPORT ON FORM 10-QSB
2
PART I FINANCIAL INFORMATION
ITEM 1. Financial Statements
IKONICS CORPORATION
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March 31 |
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December 31 |
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2008 |
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2007 |
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(unaudited) |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
4,050,206 |
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$ |
1,230,020 |
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Short-term investments |
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675,000 |
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3,550,000 |
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Trade receivables, less allowances of $45,000 |
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2,126,803 |
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2,025,257 |
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Inventories |
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2,212,809 |
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2,355,864 |
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Deposits, prepaid expenses and other assets |
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302,610 |
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130,596 |
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Income tax refund receivable |
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6,207 |
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Deferred income taxes |
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24,000 |
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24,000 |
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Total current assets |
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9,397,635 |
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9,315,737 |
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PROPERTY, PLANT, AND EQUIPMENT, at cost: |
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Land and building |
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1,745,750 |
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1,631,142 |
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Machinery and equipment |
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2,709,766 |
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2,700,816 |
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Office equipment |
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822,913 |
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812,120 |
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Vehicles |
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223,094 |
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219,964 |
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5,501,523 |
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5,364,042 |
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Less accumulated depreciation |
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4,098,150 |
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4,043,451 |
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1,403,373 |
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1,320,591 |
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INTANGIBLE ASSETS, less accumulated amortization of $226,448 in
2008 and $213,061 in 2007 |
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492,825 |
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479,888 |
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DEFERRED INCOME TAXES |
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11,000 |
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11,000 |
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INVESTMENTS IN NON-MARKETABLE EQUITY SECURITIES |
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855,201 |
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855,201 |
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$ |
12,160,034 |
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$ |
11,982,417 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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CURRENT LIABILITIES: |
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Accounts payable |
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$ |
568,361 |
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$ |
435,572 |
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Accrued compensation |
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232,676 |
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347,691 |
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Other accrued expenses |
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121,737 |
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148,149 |
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Income taxes payable |
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5,291 |
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Total current liabilities |
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922,774 |
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936,703 |
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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 $.10 per share; authorized 4,750,000 shares;
issued and outstanding 2,063,485 in 2008 and 2,045,961 in 2007 |
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206,349 |
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204,596 |
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Additional paid-in capital |
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2,208,497 |
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2,124,342 |
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Retained earnings |
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8,822,414 |
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8,716,776 |
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Total stockholders equity |
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11,237,260 |
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11,045,714 |
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$ |
12,160,034 |
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$ |
11,982,417 |
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See notes to condensed financial statements.
3
IKONICS CORPORATION
STATEMENTS OF OPERATIONS (Unaudited)
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Three Months |
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Ended March 31 |
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2008 |
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2007 |
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NET SALES |
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$ |
3,780,848 |
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$ |
3,507,767 |
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COSTS AND EXPENSES: |
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Cost of goods sold |
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2,151,793 |
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2,074,070 |
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Selling, general and administrative |
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1,367,080 |
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1,231,092 |
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Research and development |
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214,855 |
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206,272 |
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3,733,728 |
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3,511,434 |
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INCOME (LOSS) FROM OPERATIONS |
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47,120 |
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(3,667 |
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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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43,675 |
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32,907 |
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INCOME BEFORE INCOME TAXES |
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90,795 |
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84,399 |
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INCOME TAX BENEFIT |
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(14,843 |
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(54,698 |
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NET INCOME |
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$ |
105,638 |
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$ |
139,097 |
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EARNINGS PER COMMON SHARE: |
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Basic |
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$ |
0.05 |
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$ |
0.07 |
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Diluted |
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$ |
0.05 |
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$ |
0.07 |
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WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: |
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Basic |
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2,051,605 |
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2,015,570 |
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Diluted |
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2,069,129 |
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2,064,511 |
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See notes to condensed financial statements.
4
IKONICS CORPORATION
STATEMENTS OF CASH FLOWS (Unaudited)
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Three Months |
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Ended March 31 |
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2008 |
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2007 |
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CASH FLOWS FROM OPERATING
ACTIVITIES: |
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Net income |
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$ |
105,638 |
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$ |
139,097 |
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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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70,096 |
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61,178 |
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Amortization |
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13,428 |
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13,428 |
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Excess tax benefits from share-based payment
arrangements |
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(29,636 |
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(2,785 |
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Tax benefit from stock option exercise |
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3,008 |
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10,793 |
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Stock based compensation |
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3,279 |
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4,728 |
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Gain on sales of vehicles |
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(1,725 |
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(2,340 |
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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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(101,546 |
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191,680 |
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Inventories |
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143,055 |
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173,969 |
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Deposits, prepaid expenses and other assets |
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(172,014 |
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(91,575 |
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Income tax refund receivable |
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(6,207 |
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(6,860 |
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Accounts payable |
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132,789 |
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42,484 |
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Accrued liabilities |
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(141,427 |
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(202,601 |
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Income taxes payable |
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24,345 |
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(91,665 |
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Net cash provided by operating
activities |
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43,083 |
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193,372 |
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CASH FLOWS FROM INVESTING
ACTIVITIES: |
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Purchase of property and equipment |
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(159,653 |
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(81,836 |
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Proceeds on sale of vehicles |
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8,500 |
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6,500 |
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Purchase of intangibles |
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(26,365 |
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(24,162 |
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Proceeds on sale of short-term investments |
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2,875,000 |
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Proceeds on sale of non-marketable equity
securities |
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252,618 |
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Net cash provided by investing activities |
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2,697,482 |
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153,120 |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Excess tax benefits from share-based payment
arrangements |
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29,636 |
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2,785 |
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Proceeds from exercise of stock options |
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49,985 |
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25,599 |
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Net cash provided by financing
activities |
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79,621 |
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28,384 |
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NET INCREASE IN CASH AND
CASH EQUIVALENTS |
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2,820,186 |
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374,876 |
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CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD |
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1,230,020 |
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253,186 |
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CASH AND CASH EQUIVALENTS AT
END OF PERIOD |
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$ |
4,050,206 |
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$ |
628,062 |
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SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION: |
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Income taxes paid |
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$ |
7,861 |
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$ |
68,528 |
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See notes to condensed financial statements.
5
IKONICS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. Notes to Financial Statements
The balance sheet of IKONICS Corporation (the Company) as of March 31, 2008, and the
related statements of operations and cash flows for the three months ended March 31, 2008
and 2007, have been prepared without being audited.
In the opinion of management, these financial statements reflect all adjustments (consisting
of only normal recurring adjustments) necessary to present fairly the financial position of
IKONICS Corporation as of March 31, 2008, and the results of its 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-KSB for the year ended December 31, 2007.
The results of operations for interim periods are not necessarily indicative of results that
will be realized for the full fiscal year.
2. Inventories
The major components of inventories at March 31, 2008 and December 31, 2007 are as follows:
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Mar 31, 2008 |
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Dec 31, 2007 |
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Raw materials |
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$ |
1,317,547 |
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$ |
1,373,835 |
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Work-in-progress |
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344,593 |
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296,998 |
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Finished goods |
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1,195,095 |
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1,308,917 |
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Reduction to LIFO cost |
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(644,426 |
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(623,886 |
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Total Inventory |
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$ |
2,212,809 |
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$ |
2,355,864 |
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3. Earnings Per Common Share (EPS)
Basic EPS is calculated using net income divided by the weighted average of common shares
outstanding during the quarter. Diluted EPS is similar to Basic except that the weighted
average 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
those shares subject to stock options, had been issued.
Shares used in the calculation of diluted EPS are summarized below:
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Three Months Ended |
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Mar 31, 2008 |
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Mar 31, 2007 |
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Weighted average common shares outstanding |
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2,051,605 |
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2,015,570 |
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Dilutive effect of stock options |
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17,524 |
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48,941 |
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Weighted average common and common equivalent shares outstanding |
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2,069,129 |
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2,064,511 |
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Options to purchase 35,098 and 76,321 shares of common stock were outstanding at
March 31, 2008 and 2007, respectively. |
6
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 described 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 March 31, 2008.
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 2008 and 2007 includes cost for options granted prior to but not vested as of December
31, 2005, and options granted in 2008, 2007 and 2006.
The Company charged compensation cost of approximately $3,300 against income for the three
months ended March 31, 2008 and $4,700 for the three months ended March 31, 2007. As of
March 31, 2008 there was approximately $15,000 of unrecognized compensation cost related to
unvested share-based compensation awards granted. That cost is expected to be recognized
over the next two 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, increased by the
APIC pool, which is the amount that represents the pool of excess tax benefits available to
absorb tax shortages. For the three months ended March 31, 2008, $29,636 of excess tax
benefits were reported as operating and financing cash flows compared to $2,785 for the
three months ended March 31, 2007. The Companys APIC pool totaled $10,346 and $42,497 at
March 31, 2008 and December 31, 2007, respectively.
Proceeds from the exercise of stock options were $49,985 and $25,599 for the three months
ended March 31, 2008 and 2007, respectively. There were no options granted during the three
months ending March 31, 2008.
Stock option activity during the three months ending March 31, 2008 was as follows:
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Weighted |
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Average |
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Exercise |
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Shares |
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Price |
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Outstanding at beginning of period |
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52,622 |
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$ |
4.03 |
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Granted |
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Exercised |
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(17,524 |
) |
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2.85 |
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Expired and forfeited |
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Outstanding at 3/31/08 |
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35,098 |
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4.62 |
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The aggregate intrinsic value of all options outstanding and for those exercisable at March
31, 2008 was $170,318 and $151,119, respectively.
7
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. Estimated
amortization expense for each of the next five years is $54,000 to $45,000 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. 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 to distributors
located in the United States and Canada. IKONICS Imaging sells photo resistant film, art
supplies, glass, metal medium and related abrasive etching equipment to end user customers
located in the United States and Canada. It is also entering the market for etched
ceramics, glass and silicon wafers; and is developing and selling proprietary inkjet
technology. Export sells primarily the same products as Domestic and IKONICS Imaging to
foreign customers. The accounting policies applied to determine the segment information are
the same as those described in the summary of significant accounting policies included in
the Companys Annual Report on Form 10-KSB for the year ended December 31, 2007.
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 March 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic |
|
|
Export |
|
|
IKONICS Imaging |
| |
Other |
| |
Total |
|
Net Sales |
|
$ |
1,392,226 |
|
|
$ |
1,228,945 |
|
|
$ |
1,159,677 |
|
|
$ |
|
|
|
$ |
3,780,848 |
|
|
|
|
|
|
|
|
|
|
Cost of good sold |
|
|
783,955 |
|
|
|
806,826 |
|
|
|
561,012 |
|
|
|
|
|
|
|
2,151,793 |
|
Selling, general and
administrative* |
|
|
291,684 |
|
|
|
111,898 |
|
|
|
349,198 |
|
|
|
614,300 |
|
|
|
1,367,080 |
|
Research and
Development* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
214,855 |
|
|
|
214,855 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,075,639 |
|
|
|
918,724 |
|
|
|
910,210 |
|
|
|
829,155 |
|
|
|
3,733,728 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
(loss) from operations |
|
$ |
316,587 |
|
|
$ |
310,221 |
|
|
$ |
249,467 |
|
|
$ |
(829,155 |
) |
|
$ |
47,120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic |
|
|
Export |
|
|
IKONICS
Imaging |
| |
Other |
| |
Total |
|
Net Sales |
|
$ |
1,379,347 |
|
|
$ |
986,950 |
|
|
$ |
1,141,470 |
|
|
$ |
|
|
|
$ |
3,507,767 |
|
|
|
|
|
|
|
|
|
|
Cost of good sold |
|
|
800,604 |
|
|
|
723,083 |
|
|
|
550,383 |
|
|
|
|
|
|
|
2,074,070 |
|
Selling, general and
administrative* |
|
|
285,567 |
|
|
|
123,414 |
|
|
|
394,204 |
|
|
|
427,907 |
|
|
|
1,231,092 |
|
Research and
Development* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
206,272 |
|
|
|
206,272 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,086,171 |
|
|
|
846,497 |
|
|
|
944,587 |
|
|
|
634,179 |
|
|
|
3,511,434 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from
operations |
|
$ |
293,176 |
|
|
$ |
140,453 |
|
|
$ |
196,883 |
|
|
$ |
(634,179 |
) |
|
$ |
(3,667 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
Accounts receivable as of March 31, 2008 and December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
Mar 31, 2008 |
|
|
Dec 31, 2007 |
|
Domestic |
|
$ |
966,250 |
|
|
$ |
980,906 |
|
Export |
|
|
791,647 |
|
|
|
712,936 |
|
IKONICS Imaging |
|
|
376,941 |
|
|
|
356,272 |
|
Other |
|
|
(8,035 |
) |
|
|
(24,857 |
) |
|
|
|
|
|
|
|
Total |
|
$ |
2,126,803 |
|
|
$ |
2,025,257 |
|
|
|
|
|
|
|
|
|
|
|
* |
|
The Company does not allocate all general and administrative expenses or any research and
development expenses to its operating segments for internal reporting. |
7. 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 in retained earnings as of
January 1, 2007 for the cumulative effect of a change in accounting principle as provided
for by FIN 48. The balance of the unrecognized tax benefits at adoption, exclusive of
interest, was $122,000. During the first quarter of 2007 and 2008, 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 $45,000 for the first
quarter of 2007 and $44,000 for the first quarter of 2008. As of March 31, 2008, the
liability for unrecognized tax benefits totaled $54,000 compared to a liability of $92,000
as of March 31, 2007. The liability for unrecognized tax benefits 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 2005, 2006, and 2007.
It has been the Companys policy since 2007 to recognize interest and penalties related to
uncertain tax positions in income tax expense. The Company had accrued approximately $6,500
of interest related to uncertain tax positions at March 31, 2008. The unrecognized tax
benefits at March 31, 2008 relate to taxation of foreign export sales.
A reconciliation of the beginning and ending amounts of unrecognized tax benefit for the
first quarter of 2008 is as follows:
|
|
|
|
|
Balance at January 1, 2008 |
|
$ |
98,000 |
|
Expiration of the statute of limitations for the
assessment of taxes |
|
|
(44,000 |
) |
|
|
|
|
Balance at March 31, 2008 |
|
$ |
54,000 |
|
|
|
|
|
The balance of unrecognized tax benefits totaling $54,000 at March 31, 2008, if reversed,
would decrease the provision for income taxes and increase net income by the same amount and
reduce the Companys effective tax rate. The Company also accrued potential interest of
$1,000 related to these unrecognized tax benefits during 2008 bringing the total accrued
interest to $6,500 as of March 31, 2008.
9
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 first quarter of 2008
and for the same period of 2007. It should be read in connection with the Companys condensed
unaudited financial statements and notes thereto included in this Form 10-QSB.
Factors that May Affect Future Results
Certain statements made in this Quarterly Report on Form 10-QSB, including those summarized
below, are forward-looking statements within the meaning of the safe harbor provisions of Section
21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties, and
actual results may differ. Factors that could cause actual results to differ include those
identified below.
|
|
|
The Companys belief that additional proceeds will be received from the sale of
Apprise common and preferred stock that occurred in 2007Actual additional proceeds
received may be impacted by unanticipated expenses related to indemnification clauses
as part of the agreement between Apprise and its purchaser. |
|
|
|
|
The Companys expectation that its effective tax rate will return to 35% to 36% of
pretax income for the second quarter of 2008 compared to the tax benefit of 16%
recorded in the first quarter of 2008The effective tax rate for the second quarter of
2008 may be affected by changes in federal and state tax law, unanticipated changes in
the Companys financial position or the Companys actions could increase or decrease
its effective tax rate. |
|
|
|
|
The Companys belief that the quality of its receivables is high and that strong
internal controls are in place to maintain proper collectionsThis belief may be
impacted by domestic economic conditions, by economic, political, regulatory or social
conditions in foreign markets, or by the failure of the Company to properly implement
or maintain internal controls. |
|
|
|
|
The belief that the Companys current financial resources, cash generated from
operations and the Companys capacity for debt and/or equity financing will be
sufficient to fund current and anticipated business operations and capital
expenditures. The belief that the Companys low debt levels and available line of
credit make it unlikely that a decrease in product demand would impair the Companys
ability to fund operationsChanges in anticipated operating results, credit
availability, equity market conditions or the Companys debt levels may further enhance
or inhibit the Companys ability to maintain or raise appropriate levels of cash. |
|
|
|
|
The Companys expectations as to the level and use of planned capital expenditures
and that capital expenditures will be funded with cash on hand and cash generated from
operating activitiesThis expectation may be affected by changes in the Companys
anticipated capital expenditure requirements resulting from unforeseen required
maintenance, repairs, capital asset additions or increases in construction costs. 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. |
10
|
|
|
The Companys belief that its vulnerability to foreign currency fluctuations and
general economic conditions in foreign countries is not significantThis belief may be
impacted by economic, political and social conditions in foreign markets, changes in
regulatory and competitive conditions, a change in the amount or geographic focus of
the Companys international sales, or changes in purchase or sales terms. |
|
|
|
|
The Companys plans to continue to invest in research and development efforts,
expedite internal product development and invest in technological alliances, as well as
the expected focus and results of such investmentsThese plans and expectations may be
impacted by general market conditions, unanticipated changes in expenses or sales,
delays in the development of new products, technological advances, the ability to find
suitable and willing technology partners or other changes in competitive or market
conditions. |
|
|
|
|
The Companys efforts to grow its international businessThese efforts may be
impacted by economic, political and social conditions in current and anticipated
foreign markets, regulatory conditions in such markets, unanticipated changes in
expenses or sales, changes in competitive conditions or other barriers to entry or
expansion. |
|
|
|
|
The Companys belief as to future activities that may be undertaken to expand the
Companys businessActual activities undertaken may be impacted by general market
conditions, competitive conditions in the Companys industry, unanticipated changes in
the Companys financial position, lack of acceptance of new products or the inability
to identify attractive acquisition targets or other business opportunities. |
Critical Accounting 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 continuously monitors
collections and payments from its customers and maintains a provision for estimated credit losses
based upon historical experience and any specific customer collection issues that have been
identified. While such credit losses have historically been within expectations and the provisions
established, the Company cannot guarantee that it will continue to experience the same collection
history that has occurred in the past. The general payment terms are net 30-45 days for domestic
customers and net 30-90 days for foreign customers.
Inventories. Inventories are valued at the lower of cost or market value using the last in,
first out (LIFO) method. The Company monitors its inventory for obsolescence and records
reductions in cost when required.
Income Taxes. At March 31, 2008, the Company had $35,000 of net deferred tax assets. The
deferred tax assets result primarily from temporary differences in accrued expenses, inventory
reserves, intangible assets and property and equipment. The Company has determined that it is more
likely than not that the deferred tax assets will be realized and that a valuation allowance for
such assets is not currently required. The Company accounts for its
uncertain tax positions under FIN 48 and the related reserve of $54,000 as of March 31, 2008 will
be adjusted as the statute of limitations expires or these positions are reassessed.
11
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 iTis common stock 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 sales of products when title passes
which can occur at the time of shipment or when the goods arrive at the customer location. Freight
billed to customers is included in sales. Shipping costs are included in cost of goods sold.
Results of Operations
Quarter Ended March 31, 2008 Compared to Quarter Ended March 31, 2007
Sales. Compared to the same period in 2007, the Companys sales increased 7.8% during the
first quarter of 2008. Sales during the first quarter of 2008 were $3,781,000 versus sales of
$3,508,000 during the first quarter of 2007. The $273,000 sales increase was mainly due growth in
the Export business. Export sales growth was driven by increased shipments to China across all
products lines. Efforts are also being made to diversify distribution in China. European
shipments also grew during the first quarter of 2008 due to increased image mate® sales.
Cost of Goods Sold. Cost of goods sold during the first quarter of 2008 was $2,152,000, or
56.9% of sales, compared to $2,074,000, or 59.1% of sales, during the same period in 2007. The
decrease in the cost of sales of 2.2% in the first quarter of 2008 reflects the additional overhead
expenses incurred during the first quarter of 2007 from expenses related to the transition of the
image mate product line acquired by the Company on December 29, 2006.
Selling General and Administrative Expenses. Selling, general and administrative expenses
increased to $1,367,080, or 36.2% of sales, in the first quarter of 2008, from $1,231,000, or 35.1%
of sales, for the same period in 2007. The first three months of 2008 reflect additional personnel
related expenses for salaries, severance agreement, insurance and travel.
Research and Development Expenses. Research and development expenses during the first quarter
of 2008 were $215,000, or 5.7% of sales, versus $206,000, or 5.9% of sales, for the same period in
2007. The increase was due to depreciation and travel expenses related to 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. during
the first quarter of 2007. In addition to the initial proceeds, the Company anticipates receiving
additional proceeds during the fourth quarter of 2008 from the portion of the total sale price that
was placed in escrow at the time of the sale related to potential indemnification obligations as
part of the agreement between Apprise and its purchaser. The additional proceeds and gain
recognition is expected to be approximately $40,000, however there can be no assurance given that
this will occur.
Interest Income. Interest income for the first quarter of 2008 was $44,000, compared to
$33,000 for the same period in 2007. The interest income increase is due to a larger average
invested balance in interest earning assets. During 2008 interest income is expected to decrease
as the Companys investment balance decreases as funds are used to construct its new facility.
12
Income Taxes. For the first quarter of 2008, the Company realized an income tax benefit of
$15,000 compared to income tax benefit of $55,000 for the same quarter in 2007. The 2008 first
quarter benefit primarily relates to derecognizing a liability of $44,000 for unrecognized tax
benefits relating to a tax year where the statute of limitations expired during the first quarter
and the benefits of the domestic manufacturing deduction, tax exempt interest, and state income
taxes. The 2007 first quarter benefit 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 Company expects
that for the remainder of 2008, the Company will have recorded income taxes at an effective tax
rate of 35% to 36%.
Liquidity and Capital Resources
The Company has financed its operations principally with funds generated from operations and
employee stock option exercises. 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 $4,050,000 and $628,000 at March 31, 2008 and March 31, 2007,
respectively. The Company generated $43,000 in cash from operating activities during the three
months ended March 31, 2008, compared to generating $193,000 of cash from operating activities
during the same period in 2007. Cash provided by operating activities is primarily the result
of net income adjusted for non-cash depreciation, amortization, and certain changes in working
capital components.
During the first three months of 2008, trade receivables increased by $102,000. The increase
in receivables was driven by increased export sales 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 $143,000 due to lower finished goods
levels resulting from increased sales. Deposits, prepaid expenses and other assets increased
$172,000, reflecting annual insurance premiums prepaid in the first quarter of 2008 and
reimbursable costs related environmental remediation on the 11 acres of land purchased during the
second quarter of 2008. Accounts payable increased $133,000, primarily as a result of the timing
of payments to and purchases of material from suppliers for inventory. Accrued expenses decreased
$141,000, primarily reflecting the timing of compensation payments. Income taxes payable increased
$24,000 and income tax refund receivable increased $6,000 due to the accrual of 2008 taxes.
During 2007, the Company reclassified $3,550,000 of investments in auction rate securities
(ARS) from cash and cash equivalents to short term investments. ARS are investments that are reset
through a dutch auction process that occurs every 7 to 49 days, depending on the terms of the
individual security. Given the historically liquid nature of ARS, they had previously been
classified as cash equivalents on both the balance sheet and in the statements of cash flows.
However, given that ARS have long-term stated maturities and that the issuers of such ARS are under
no obligation to redeem them prior to their stated maturities, the Company determined that its
investments in such securities should be classified as short-term available-for-sale investments,
rather than as cash equivalents. Accordingly, the Companys 2007 and 2008 statements of cash flows
present the gross purchases and sales of these short term investments as investing activities. This
reclassification had no impact on results of operations, cash flows from operations, total current
assets, total assets, or stockholders equity.
For the first three months of 2008, investing activities provided $2,697,000 to the Company.
The Company sold $2,875,000 of short-term investments comprised of ARS during 2008 at no gain or
loss. At March 31, 2008, the Company had $675,000 of ARS which were comprised entirely of AAA
municipal bonds which are classified as short term investments and recorded at cost which equaled
fair market value. Because of the current volatility in the ARS market, subsequent to the end of
the first quarter, the Company sold the remaining $675,000 of its ARS for their cost, which equaled
market value, and placed the proceeds in a money market account. The $2,875,000 received from the
sale of short-term investments during the first quarter of 2008 was partially offset by
13
$160,000 of property and equipment purchases along with $26,000 in patent application costs that the Company
records as an asset and amortizes upon successful completion of the application process.
For the first three months of 2007, investing activities provided $153,000 to the Company.
The Company received $253,000 from the sale of its Apprise investment. The cash received was
partially offset by $82,000 used for the purchase of Company vehicles and equipment to improve
efficiency and reduce operating costs. The Company also incurred $24,000 in patent application
costs that the Company records as an asset and amortizes upon successful completion of the
application process.
The Company realized $80,000 from financing activities during the first three months of 2008
compared to $28,000 received in the same period of 2007. During the first three months of 2008,
the Company received $50,000 for the issuance of 17,524 shares of common stock upon the exercise of
stock options compared to $26,000 received during the first three months of 2007 for 11,401 shares
of common stock issued upon the exercise of stock options. The Company also realized a $30,000
benefit during the first quarter of 2008 related to the excess tax benefit from the exercise of
stock options compared to $3,000 for the same period in 2007.
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 Company did not utilize this line of
credit during the quarter ended March 31, 2008 or during fiscal year 2007. There was no debt
outstanding under this line as of March 31, 2008 or December 31, 2007.
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 March 31, 2008, the Company spent $160,000 on capital expenditures during 2008. This
spending primarily consists of land acquisition and building design costs. Expenditures were also
made on a vehicle and plant equipment upgrades.
During the second quarter of 2008, the Company purchased 11 acres of land at a cost of
$366,000. The purchase agreement also included an option to buy an additional 4 acres. In the
second quarter of 2008 the Company will begin construction of a 35,000 square foot manufacturing
and warehouse facility on this site. The estimated construction cost on the new facility is
approximately $4.0 million. It is expected that construction on the new facility will be completed
before the end of 2008. Additional capital expenditures are planned during 2008 to support the
Companys efforts in the development of digital inkjettable fluids and substrates. The Company
plans to fund all capital expenditures with its cash on hand along with cash generated from
operations.
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 32.5% of total sales
during the first quarter 2008 and 28.1% of total sales for the same period in 2007. While the drop
in the value of the U.S. dollar has positively impacted foreign sales, 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 are transacted in Euros. IKONICS has not implemented a hedging strategy to reduce
the risk of foreign currency translation exposure, which management does not believe to be
significant based on the scope and geographic diversity of the Companys foreign operations as of
March 31, 2008.
14
Future Outlook
IKONICS has invested on average over 4% of its sales dollars for the past several 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 sources 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.
Other future activities undertaken to expand the Companys business may include acquisitions,
building expansion and additions, equipment additions, new product development and marketing
opportunities.
Recent Accounting Pronouncements
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. In
February 2008, the FASB issued FASB Staff Position FAS 157-2, Effective Date of FASB Statement No.
157 (the FSP). The FSP delayed, for one year, the effective date of SFAS 157 for all nonfinancial
assets and liabilities, except those that are recognized or disclosed in the financial statements
on at least an annual basis. This statement was effective for the Company beginning January 1,
2008. The deferred provisions of SFAS 157 will be effective for the Companys fiscal year 2009.
The Companys only financial instruments measured at fair value on a recurring basis were its
auction rate securities, which were recorded at cost which equaled fair value at March 31, 2008.
These auction rate securities were sold subsequent to March 31, 2008 for cost. Accordingly, the
adoption of SFAS 157 did not have a material effect on the disclosures to the consolidated
financial statements included in this report. The Companys investment in non-marketable equity
securities are tested for other than temporary impairment, however, to date, there has not been an
impairment and accordingly these investments are carried at cost.
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 was effective for the Company on January 1, 2008, and its
adoption did not materially affect its financial condition or results of operations.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated
Financial Statements (SFAS 160). SFAS 160 requires all entities to report minority interests in
subsidiaries as equity in the consolidated financial statements, and requires that transactions
between entities and noncontrolling interests be treated as equity. SFAS 160 is effective for
fiscal years beginning on or after December 15, 2008, with early adoption prohibited. The Company
does not expect the adoption of this statement will have a material impact on its financial
position or results of operations.
In December 2007, the FASB issued SFAS No. 141 (Revised), Business Combinations (SFAS
141(R)). SFAS 141 (R) establishes principles and requirements for how the acquirer of a business
recognizes and measures in its financial statements the identifiable assets acquired, the
liabilities assumed, and any noncontrolling interest in the acquiree. The statement also provides
guidance for recognizing and measuring the goodwill acquired in the business combination and
determines what information to disclose to enable users of the financial statements to evaluate the
nature and financial effects of the business combination. SFAS 141(R) is effective for the fiscal
year beginning after December 15, 2008 with early adoption prohibited. The standard will change the
Companys accounting treatment for business combinations on a prospective basis.
15
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
Company disclosure controls and procedures are effective to ensure that information required to be
disclosed by the Company in reports that it files or submits under the Exchange Act is (i)
recorded, processed, summarized and reported within the time periods specified in SEC rules and
forms and (ii) accumulated and communicated to the Companys management, including its principal
executive officer and principal financial officer, as appropriate to allow timely decisions
regarding required disclosure.
There was no change in the Companys internal control over financial reporting identified in
connection with the evaluation required by Rule 13a-15(d) and Rule 15d-15(d) of the Exchange Act
that occurred during the period covered by this report that has materially affected, or is
reasonably likely to materially affect, the Companys internal control over financial reporting.
16
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 March 31, 2008:
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|
|
|
|
Exhibit |
|
Description |
3.1
|
|
Restated Articles of Incorporation
of Company, as amended.1
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3.2
|
|
By-Laws of the Company, as amended.1
|
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). |
17
IKONICS CORPORATION
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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|
|
|
|
|
IKONICS CORPORATION
|
|
DATE: May 14, 2008 |
By: |
/s/ Jon Gerlach
|
|
|
|
Jon Gerlach, |
|
|
|
Chief Financial Officer, and
Vice President of Finance |
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|
18
INDEX TO EXHIBITS
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|
|
|
|
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 |