UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington , D.C.   20549
 
Form 10-K
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For The Fiscal Year Ended December 31, 2013
 
Commission File Number:   0-31641
 
SCI ENGINEERED MATERIALS, INC.
(Exact name of registrant as specified in its charter)
 
Ohio
 
31-1210318
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
2839 Charter Street  
Columbus , Ohio 43228
(Address of principal executive offices)
Registrant’s telephone number, including area code: (614) 486-0261
 
                Securities registered pursuant to Section 12(b) of the Act:   None
                Securities registered pursuant to Section 12(g) of the Act:   Common Stock, without par value (Title of Class)
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.      Yes ¨     No    þ
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.       Yes ¨     No    þ  
 
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 at least the past 90 days.  
Yes    þ         No   ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes    x          No  ¨
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ þ ]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.   See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  
Large accelerated filer ¨      Accelerated filer    ¨  Non-accelerated filer ¨     Smaller reporting company       þ  
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  ¨    No      þ      
The aggregate market value of the Registrant’s common equity held by non-affiliates of the Registrant was approximately $4,253,959 on June 30, 2013 .     For purposes of this disclosure, shares of common stock held by persons who hold more than 10% of the outstanding shares of common stock and shares held by executive officers and directors of the registrant have been excluded because such persons may be deemed to be affiliates .   This determination of executive officer or affiliate status is not necessarily a conclusive determination for other purposes.
 
There were 3,858,898 shares of the Registrant’s Common Stock outstanding on March 1, 2014.
 
Documents Incorporated By Reference
Portions of our Proxy Statement for the 2014 Annual Meeting of Stockholders are incorporated by reference in Part III.
 
 
 
Table of Contents  
 
 
Page
 
 
 
Part I  
 
 
 
Item 1.
Business
3
Item 1A.
Risk Factors
7
Item 1B.
Unresolved Staff Comments
12
Item 2.
Properties
12
Item 3.
Legal Proceedings
12
Item 4.
Mine Safety Disclosures
12
 
 
 
  Part II  
 
 
 
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
13
Item 6.
Selected Financial Data
14
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
15
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
19
Item 8.
Financial Statements and Supplementary Data
19
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
20
Item 9A.
Controls and Procedures
20
Item 9B.
Other Information
22
 
 
 
  Part III  
 
 
 
Item 10.
Directors, Executive Officers and Corporate Governance
22
Item 11.
Executive Compensation
22
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
22
Item 13.
Certain Relationships and Related Transactions, and Director Independence
22
Item 14.
Principal Accountant Fees and Services
23
Item 15.
Exhibits and Financial Statement Schedules
23
 
 
 
 
Signatures
26
 
Note Regarding Forward-Looking Statements
 
                This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 26A of the Securities Act of 1933, as amended. The words “anticipate,” “believe,” “expect,” “estimate,” and “project” and similar words and expressions identify forward-looking statements, which speak only as of the date hereof. Investors are cautioned that such statements involve risks and uncertainties that could cause actual results to differ materially from historical or anticipated results due to many factors, including, but not limited to, the factors discussed in “Risk Factors.”   The Company undertakes no obligation to publicly update or revise any forward-looking statements.
 
 
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PART I
 
ITEM 1.              BUSINESS
 

Introduction

 
SCI Engineered Materials, Inc. (“SCI”, “we” or the “Company”), formerly Superconductive Components, Inc., an Ohio corporation, was incorporated in 1987.  We operate in one segment as a global supplier and manufacturer of advanced materials for Physical Vapor Deposition (“PVD”) Thin Film Applications.  We are focused on specific markets within the PVD industry (Photonics, Thin Film Solar, Thin Film Battery and Transparent Electronics).  Substantially, all of our revenues were generated from domestic customers.  Approximately 96% and 86% of our revenues during 2013 and 2012, respectively, were from products sold in the Photonics market.  We have made considerable resource investment in the Thin Film Solar industry and a few customers have adopted our products.  Thin Film Battery is a developing market where manufacturers of batteries use our products to produce very small power supplies with small quantities of stored energy.   Through partnerships with end users and Original Equipment Manufacturers the Company develops innovative customized solutions enabling commercial success.
 
History of the Company
 
                The late Dr. Edward Funk, Sc.D., and his late wife Ingeborg founded SCI in 1987.   Dr. Funk, formerly a Professor of Metallurgy at The Ohio State University and a successful entrepreneur, envisioned significant market potential for the newly discovered High Temperature Superconductivity (“HTS”) material YBCO (T c of 90 o K). Our first product was a 99.999% pure, co-precipitated YBCO 1-2-3 powder. Over the years we expanded our product line by adding other High T c Powders, sintered shapes, single crystal substrates, and non-superconducting sputtering targets.
 
  We opened a subdivision, Target Materials Inc. (“TMI”), in 1991 to supply the increasing worldwide demand for sputtering and laser ablation targets. We became a full service manufacturer of high performance thin film materials, providing a wide selection of metals, ceramics, and alloys for sputtering targets, evaporation sources, and other Physical Vapor Deposition (“PVD”) applications. We served the Research & Development market as well as the Industrial and Decorative Coating markets.   During this time, we began to manufacture targets for the Photovoltaic, Flat Panel Display, and Semiconductor industries.
 
SCI and TMI were merged in 2002.    We continued to manufacture complex ceramic, metal, and alloy products for the photonic, photovoltaic, thin film battery, media storage, flat panel display, and semiconductor industries.
 
In April of 2010, we received ISO 9001:2008 registration, an internationally recognized quality standard.   Prior to April 2010 we were ISO 9001:2000 registered.
 
For over two and a half decades we have been developing considerable expertise in the development and manufacturing ramp-up of novel materials, such as Transparent Conductive Oxides for Thin Film Solar applications and targets for thin film batteries.   Today, we serve a diverse base of domestic and multi-national corporations, universities, and leading research institutions.   We actively seek to partner with organizations to provide solutions for difficult material challenges.      
  
Throughout our history, we have conducted funded research primarily under grants from entities such as the Department of Energy, the National Science Foundation, NASA, and the Ohio Development Services Agency (formally known as the Ohio Department of Development).   These activities are generally limited to funded research that is consistent with our focus on near term commercial applications in our principal markets.  
 
Business
 
We are a supplier of materials to the PVD industry.   Our customers need our materials to produce nano layers of metals and oxides for advanced material systems.   PVD coatings range from everyday items to complex computer processors.   Every day applications include transparent anti-scratch coatings on eyeglasses, coatings on kitchen faucets, as well as low emissivity glass for household windows.   More technically advanced applications for our products include semiconductors, thin film solar, flat panel displays, photonics and an emerging technology - Thin Film Battery.
 
 
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  We continue to pursue niche opportunities where our core competencies give us an advantage.   We receive requests from potential customers in other markets within the PVD industry; however, at this time we have chosen not to pursue them.   This disciplined approach enables us to focus on those opportunities that are the best fit for our capabilities and also offer the greatest long-term return.   Considerations include our core strengths, resource requirements, and time-to-market.    
 
  Photonics currently represents the largest market for our materials.   Our customers are continually identifying new materials that improve the utility of optical coatings.   This includes improvements in their ability to focus, filter or reflect light, all of which increase the potential demand for the types and amounts of products we sell in this market.   Photonic applications continue to expand as new methods are found to manipulate light waves to enhance the various properties of light.   
 
We have developed new products for the Thin Film Solar (“TFS”) market.   We are well positioned in the TFS area having supplied materials to that market for over 10 years from the early stages of TFS development.   Since the beginning of 2007, we have added over $4 million of new manufacturing equipment, as well as Engineering and Sales staff to develop new materials to support the solar market.   In 2008 and 2009 we were awarded grants of approximately $1.5 million from the Ohio Department of Development to assist in the commercialization of TFS products.   Our new materials are Transparent Conductive Oxides (“TCO”).   Every square foot of a TFS panel is coated with up to 3 layers of TCO.   We continue to increase our visibility in the global arena by attending various trade shows targeted at the solar market.   We have added exclusive representatives for Korea, China, Taiwan and Japan.   Commercialization and market expansion is expected to continue in 2014.   During 2011 and 2012, we purchased over $1.5 million of the approximately $3 million in equipment and infrastructure improvements that were planned in 2011 and 2012; however, TFS met difficult market conditions during 2012 and we scaled back our capital expansion accordingly.   We are poised to benefit as TFS grows.
 
   We continued to develop TCO systems for the solar and glass markets and added domestic and international customers for these products.   Despite short term uncertainties, the solar industry is projected to have strong growth for the next few decades.   In addition, the TFS market, which we serve, is expected to gain market share in roof applications with low weight flexible products during that period.   Given current market opportunities, we continue to invest in research and development, marketing, and sales.   These investments have resulted in ongoing production orders from several customers, as well as trial and qualification orders that were shipped to customers in the solar industry throughout 2012 and 2013.   
 
Thin Film Battery is a developing market where manufacturers of batteries use our targets, especially lithium orthophosphate (Li3PO4) and lithium cobalt oxide (LiCoO2) as key elements to produce power supplies with small quantities of stored energy.   A typical Thin Film Battery would be produced via PVD with five or more thin layers.   These batteries are often one centimeter square but only 15 microns thick.   Following several years of industry developments, some Thin Film Battery customers announced their batteries are commercially available. Our customers anticipate the unique properties of these batteries could be used in applications in medical devices, integrated circuits, RFID, smart cards, hand held electronics and many other applications.
 
We continue to invest in developing new products for all current markets which include accelerating time to market.
 
                For the year ended December 31, 2013, we had total revenue of $7,976,429.   This was a decrease of $780,720, or 8.9% when compared to 2012.   Total revenue decreased primarily due to two factors.   We had fewer shipments to our solar and thin film battery customers resulting in less revenue of approximately $800,000 during 2013.   In 2012, a customer announced it was reorganizing its manufacturing operations which impacted our shipments in 2013.   Secondly, contract revenue decreased more than $136,000 during 2013 compared to 2012 as a grant was completed in 2013.   We do not anticipate any contract revenue during 2014.   We do not rely on contract revenue as a main part of our business and do not believe that this reduction will have an adverse effect on our business.   The impact of these factors was partially offset by increased shipments to a few current and new customers.
 
Our largest customer represented approximately 38% of total revenues in 2013 and 48% in 2012.   
 
 
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Marketing and Sales

 
Europe and Asia, as well as the Americas, have high demand for sputtering targets. We continue to expand our global marketing reach.   We have a manufacturer’s representative in the Korean market and also for Taiwan and China.   We also have a distributor for Japan.    We use various distribution channels to reach end user markets, including direct sales by our employees, independent manufacturers’ representatives in the United States, and independent distributors and manufacturers’ representatives for international markets.   Also, the internet provides tremendous reach for new customers to be able to identify us as a source of their product needs.   We have an operating website www.sciengineeredmaterials.com , which includes online product inquiry capabilities and additional product information.

 

Ceramics

 
We are capable of producing ceramic powders via several different processing techniques including solid state and precipitation.   Ceramic targets can also be produced in a variety of ways depending on the end user applications.   Production techniques include sintering, cold isostatic pressing and hot pressing.
 
Most of our products are manufactured from component chemicals and metal oxides supplied by various vendors.   If we suddenly lost the services of a supplier, there could be a disruption in our manufacturing process until the supplier was replaced.   We have identified several firms as potential back-up suppliers that would be capable of supplying these materials to us as necessary.   
 

Metals

 
In addition to the ceramic targets previously mentioned, we produce metal sputtering targets and backing plates.   The targets are bonded to the backing plates for application in the PVD industry.   These targets can be produced by casting, hot pressing and machining of metals and metal alloys depending on the application.
 
Applications for metal targets are highly varied from applying decorative coatings for end uses such as sink faucets to the production of various electronic, photonic and semiconductor products.  
 
We purchase various metals of reasonable high purity (often above 99.9%) for our applications.   We are not dependent on a single source for these metals and do not believe losing a vendor would materially affect our business.
 
We have continually added production processes and testing equipment to enable us to manufacture and qualify many product compositions that can be used as PVD materials.  
 

Competition

 
We have a number of domestic and international competitors in both the ceramic and metal fields, many of whom have resources far in excess of our resources.   Tosoh, Materion, Kurt Lesker and Heraeus are competing suppliers in regard to targets.  
 
Suppliers
 
Principal suppliers in 2013 were Silicon HQ, Sincemat Company, and Johnson Matthey.   In every case, we have established alternate vendors that can be used to ensure availability of required materials.   As volume grows, we may enter into alliances or purchasing contracts with these or other vendors.
 

Research and Development

 
We are developing sputtering targets for transparent electronic applications, which could be used to produce transparent thin film transistors via PVD processing.   We have ongoing development for product improvements and new Transparent Conductive Oxide (TCO) and transparent dielectric materials for Thin Film Solar and wide area glass coating applications.   We focus our research and development efforts in areas that build on our expertise in multi-component metal oxides.    
 
During the fourth quarter of 2009 we were notified we had been awarded a grant in the amount of $775,400 by the Ohio Department of Development’s Third Frontier Photovoltaic Program (TFPVP) to commercialize advanced technology for high power density rotatable ceramic sputtering targets.   These targets are used in the manufacture of thin film photovoltaics.   This technology will enable manufacturers to operate rotatable sputtering targets at higher power densities than current technology.   The work on the contract ended in 2013.  
 
 
5

 
Contract research revenues were $90,170 during 2013 and $226,369 during 2012 .     We intend to continue to seek funded research opportunities within our core competencies that maintain and expand technical understanding within our company.
 
                We have certain proprietary knowledge and trade secrets related to the manufacture of metal oxide PVD materials and patents covering some High Temperature Superconductor products.  
 
New Product Initiatives
 
We have developed, produced and sold prototypes and innovative evaluation targets for glass coating applications.   We anticipate commercializing this product in 2014.
 
We continue to develop TCO target materials for the Thin Film Solar market in partnership with both original equipment manufacturers and Thin Film Solar Cell panel fabricators.  A combination of the Third Frontier Programs and the loans provided by the Ohio Department of Development and the Ohio Air Quality Development Authority have enabled us to accelerate both our development of new products and expanding our manufacturing capacity to meet demands in an evolving marketplace.
 
We are exploring opportunities in material systems utilizing zinc oxide and tin oxide doped with various materials for applications in displays and memory.   There is considerable research being conducted to identify new and improved metal oxide thin film transistors (MOTFT) at the corporate and university level.   These materials are a good fit with our core competencies.   In addition, some of the MOTFT use the same base materials as our TCOs.   Certain of the MOTFT materials could use similar or the same equipment as has been acquired for the manufacture of TCO products.   We are continuing to develop additional contacts in R&D departments of several companies and at Universities focused on these areas of research.
 
We continue to pursue research and development opportunities with respect to new and innovative materials and processes to be used in connection with the production of solid state Thin Film Batteries.  Presently, there are a few manufacturers of Thin Film Batteries in the United States, each in various stages of development from prototype to commercial activity.  In addition, globally there are several firms and research institutes conducting tests on Thin Film Batteries.  We believe this market may potentially become large with growth expected during the next few years.  There are numerous applications for Thin Film Batteries, including, but not limited to, active RFID tags, battery on chip, portable electronics, medical implant devices, and remote sensors.  Given the many potential uses for Thin Film Batteries, we anticipate that the market for materials will grow in direct proportion to the Thin Film Battery market itself.
 
We currently face competition from other producers of materials used in connection with the manufacture of Thin Film Batteries. We believe that we have certain competitive advantages in terms of quality.  We intend to actively market our materials to Thin Film Battery producers in the upcoming year in order to maintain our strong presence in this market.   
 
Intellectual Property
 
We have received a patent for Fine-Particle Bi-Sr-Ca-Cu-O Having High Phase Purity made by a Chemical Precipitation and Low-Pressure Calcination method from the United States Patent and Trademark Office.  We also have received a patent for a process to join two individual strongly linked super-conductors utilizing a melt processing technique.
 
In the future, we may submit additional patent applications covering various inventions which have been developed by us.  Because the publication of U.S. patent applications can be delayed for up to one year, they tend to lag behind actual discoveries and we may not be the first creator of inventions covered by pending patent applications or the first to file patent applications for such inventions.  Additionally, other parties may independently develop similar technologies, duplicate our technologies or, if patents are issued to us or rights licensed by us, design around the patented aspects of any technologies we developed or licensed.
 
We rely on a combination of patent and trademark law, license agreements, internal procedures and nondisclosure agreements to protect our intellectual property.  Unfortunately, these may be invalidated, circumvented or challenged.  In addition, the laws of some foreign countries in which our products may be produced or sold may not protect our intellectual property rights to the same extent as the laws of the United States.
 
 
6

 

Employees

 
We had 20 full-time employees as of December 31, 2013.   Early in January 2014 we hired an individual who holds a PhD in Material Science.   We have never experienced a work stoppage and consider our relations with employees to be good.   The employees do not have a bargaining unit.
 
Environmental Matters
 
We handle all materials according to Federal, State and Local environmental regulations and include Material Safety Data Sheets (MSDS) with all shipments to customers.  We maintain a collection of MSDS sheets for all raw materials used in the manufacture of products and maintenance of equipment and insure that all personnel follow the handling instructions contained in the MSDS for each material.  We contract with a reputable fully permitted hazardous waste disposal company to dispose of the small amount of hazardous waste materials generated.
 
Collections and Write-offs
 
We collected receivables in an average of 29 days in 2013.   We have occasionally been forced to write-off negligible amount of accounts receivable as uncollectible.   We consider credit management critical to our success.
 
Seasonal Trends
 
We have not experienced and do not expect to experience seasonal trends in future business operations.
 
ITEM   1A.                                 RISK FACTORS
 
We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.   The following factors have affected or could affect actual results and could cause such results to differ materially from those expressed in any forward-looking statements made.   Investors should consider carefully the following risks and speculative factors inherent in and affecting the business of SCI and an investment in our common stock.
 
We have limited marketing and sales capabilities.
 
We continue to expand our marketing reach into Asia.   We added a manufacturing representative for the Korean market and another for the Taiwanese and Chinese markets.   We also added support for Japan.     We must continue to develop appropriate marketing, sales, technical, customer service and distribution capabilities, or enter into agreements with third parties to provide these services to successfully market our products.   A failure to develop these capabilities or obtain third-party agreements could adversely affect us.  
 
Our success depends on our ability to retain key management personnel.
 
Our success depends in large part on our ability to attract and retain highly qualified management, administrative, manufacturing, sales, and research and development personnel.   Due to the specialized nature of our business, it may be difficult to locate and hire qualified personnel.    The loss of services of one of our executive officers or other key personnel, or our failure to attract and retain other executive officers or key personnel could have a material adverse effect on our business, operating results and financial condition.   Although we have been successful in planning for and retaining highly capable and qualified successor management in the past, there can be no assurance that we will be able to do so in the future.
 
We have a history of operating losses and may incur losses in the future.
 
For the year ended December 31, 2013, we had a loss from operations of $288,000 compared to $266,000 for the year ended December 31, 2012.   We provide no assurances that we will be able to operate profitably in the future.   As of December 31, 2013, we had an accumulated deficit of approximately $9,386,000.
 
 
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Management’s plans with respect to the objective of improving liquidity and profitability in future years include continuing to expand our business into new and current markets for our products, developing new products and increasing our revenue and presence in those markets.   Management believes that the actions that will be taken by us provide the opportunity for improved liquidity and profitability.   However, no assurances are made that such actions will result in sustained profitability.
 
Our competitors have far greater financial and other resources than we have.
 
The market for PVD materials is a substantial market with significant competition in both ceramic and metal materials.   While we believe that our products enjoy certain competitive advantages in design, function, quality, and availability, considerable competition exists from well-established firms such as Materion Corporation, Kurt Lesker, Heraeus and Tosoh, all of which have more financial resources than us.   We cannot provide assurance that developments by others will not render our products or technologies obsolete or less competitive.
 
Our revenues depend on patents and proprietary rights that may not be enforceable.
 
We rely on a combination of patent and trademark law, license agreements, internal procedures and nondisclosure agreements to protect our intellectual property.   These may be invalidated, circumvented or challenged.   In addition, the laws of some foreign countries in which our products may be produced or sold may not protect our intellectual property rights to the same extent as the laws of the United States.   Our failure to protect our proprietary information could adversely affect us.
 
Rights we have to patents and pending patent applications may be challenged.
 
We have received, from the United States Patent and Trademark Office, a patent for Fine-Particle Bi-Sr-Ca-Cu-O Having High Phase Purity made by a Chemical Precipitation and Low-Pressure Calcination method, and have also received a patent for a process to join two individual strongly linked super-conductors utilizing a melt processing technique.     In the future, we may submit additional patent applications covering various applications.   The patent applications that we may file in the future may not result in patents being issued, and any patents issued may not afford meaningful protection against competitors with similar technology, and may be challenged by third parties.
 
Because U.S. patent applications are maintained in secret until patents are issued, and because publications of discoveries in the scientific or patent literature tend to lag behind actual discoveries by several months, we may not be the first creator of inventions covered by issued patents or pending patent applications or the first to file patent applications for such inventions.   Moreover, other parties may independently develop similar technologies, duplicate our technologies or, if patents are issued to us or rights licensed by us, design around the patented aspects of any technologies we developed or licensed. We may have to participate in interference proceedings declared by the U.S. Patent and Trademark Office to determine the priority of inventions, which could result in substantial costs. Litigation may also be necessary to enforce any patents held by or issued to us or to determine the scope and validity of others' proprietary rights, which could result in substantial costs.
 
The rapid technological changes of our industry may adversely affect us if we do not keep pace with advancing technology.
 
The PVD market is characterized by rapidly advancing technology.   Our success depends on our ability to keep pace with advancing technology and processes and industry standards.   We have focused our development efforts on sputtering targets.   We intend to continue to develop innovative materials and integrate those advances to the thin film coatings industry.   However, our development efforts may be rendered obsolete by research efforts and technological advances made by others, and materials other than those we currently use may prove more advantageous.  
 
Additional development of our products may be necessary due to uncertainty regarding development of markets.
 
Some of our products are in the early stages of commercialization and we believe that it will be several years before these products will have significant commercial end-use applications, and that significant development work may be necessary to improve the commercial feasibility and acceptance of these products.   There can be no assurance that we will be able to commercialize any of the products currently under development.
 
To date, there has been no widespread commercial use of HTS products.   Additionally, the market for the Thin Film Battery materials is still in its early stages.   At present, we have several customers for the materials we produce for Thin Film Batteries.  Since we have begun producing materials for the Thin Film Battery market, we have experienced no problems securing the supplies needed to produce the materials.  We do not anticipate supply problems in the near future.  However, changes in production methods and advancing technologies could render our current products obsolete and new production protocols may require supplies that are less available in the marketplace, which may cause a slowing or complete halt to production as well as expanding costs which we may or may not be able to pass on to our customers.   Some of our materials are in early stages of development for Thin Film Solar (TFS) applications.   The TFS market is expected to grow during the next few years.
 
 
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Changes in the strategies of key trade customers may adversely affect our business.   
 
Our products are sold in a highly competitive global marketplace which continues to experience increased concentration.    We may be negatively affected by changes in the strategies of our trade customers, such as inventory de-stocking, limitations on access to shelf space, delisting of our products, and other conditions.   If we lose a key customer or if sales of our products to a key customer materially decrease, our financial condition and results of operations may be adversely affected.
 
If solar technology is not suitable for widespread adoption or takes longer to develop than we anticipate, our sales may not be sufficient to achieve profitability.    
 
The Thin Film Solar energy market that we supply is at a relatively early stage of development, and the extent to which solar modules will be widely adopted is uncertain.   Although the industry has experienced rapid growth, recent overcapacity in the market has created difficulties for some of our current and potential customers in the Thin Film Solar industry.   Adoption of our products by parts of this market is important to our long term growth.   If the technology proves unsuitable for widespread adoption at economically attractive rates of return or if demand for Thin Film Solar modules fails to develop sufficiently or takes longer to develop than we anticipate, we may be unable to grow our business or generate sufficient sales to achieve profitability.
 
Our failure to comply with our debt covenants could have a material adverse effect on our business, financial condition or results of operations.
 
Our debt agreements contain certain covenants.   A breach of any of these covenants could result in a default under the applicable agreement.   If a default were to occur, we would likely seek a waiver of that default, attempt to reset the covenant, or refinance the instrument and accompanying obligations.   If we were unable to obtain this relief, the default could result in the acceleration of the total due related to that debt obligation.   If a default were to occur, we may not be able to pay our debts or borrow sufficient funds to refinance them.   Any of these events, if they occur, could materially adversely affect our results of operations, financial condition, and cash flows.
 
A lack of credit and/or limited financing availability to the Company, its vendors, dealers, or end users could adversely affect our business.
 
Our liquidity and financial condition could be materially and adversely affected if our ability to borrow money from new or existing lenders to finance our operations is reduced or eliminated.   Similar adverse effects may also result if we realize lessened credit availability from trade creditors.   Additionally, many of our customers require availability of financing to facilitate the purchase of our products.   As a result, a continuing period of reduced credit availability in the marketplace could have adverse effects on our business.
 
Environmental compliance costs and liabilities associated with our facility may have a material adverse effect on our business, financial condition, results of operations and prospects.
 
We are subject to various federal, state and local environmental and health and safety laws and regulations with respect to our operations.   These laws and regulations address various matters, including asbestos, fuel oil management, wastewater discharges, air emissions, and hazardous wastes.   The costs of complying with these laws and regulations and the penalties for non-compliance can be substantial.   For example, with respect to leased property, we may be held liable for costs relating to the investigation and cleanup of our leased property from which there has been a release or threatened release of a regulated material as well as other properties affected by the release.   In addition to these costs, which are typically not limited by law or regulation and could exceed the property’s value, we could be liable for certain other costs, including, without limitation, governmental fines and injuries to persons, property or natural resources.   Further, some environmental laws create a lien on the contaminated site in favor of the government for damages and the costs it incurs in connection with the contamination.   While we are not aware of any potential environmental problems, no assurances are made that such problems and costs associated with them will not arise in the future.   If any of our properties were found to violate environmental laws, we may be required to expend significant amounts of time and money to rehabilitate the property, and we may be subject to significant liability.   Any environmental compliance costs and liabilities incurred may have a material adverse effect on our business, financial condition, results of operations and prospects.
 
 
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Disaster and other adverse events may seriously harm our business.
 
Our facility manufacturing may suffer harm as a result of natural or man-made disasters such as storms, earthquakes, hurricanes, tornadoes, floods, fires, terrorist attacks and other conditions.   Such events may disrupt our operations, harm our operations and employees, severely damage or destroy our facility, harm our business, reputation and financial performance, or otherwise cause our business to suffer in ways that cannot currently be predicted.
 
The costs of being publicly owned may strain our resources and impact our business, financial condition, results of operations and prospects.
 
As a public company, we are subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”). The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition.   The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls for financial reporting.   We are required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, which requires annual management assessments of the effectiveness of our internal controls over financial reporting.
 
These requirements may place a strain on our systems and resources and have required us, and may in the future require us, to hire additional accounting and financial resources with appropriate public company experience and technical accounting knowledge.   In addition, failure to maintain such internal controls could result in us being unable to provide timely and reliable financial information which could potentially subject us to sanctions or investigations by the SEC or other regulatory authorities or cause us to be late in the filing of required reports or financial results.   Any of the foregoing events could have an adverse effect on our business, financial condition, results of operations and prospects.
 
Our business requires us to make capital expenditures to maintain and improve our facilities.
 
Our facilities sometimes require capital expenditures to address ongoing required maintenance and upgrade our capabilities.   In addition, we often are required to make significant capital expenditures in order to satisfy customer requirements and to produce newly developed products.
 
Take over defense provisions in Ohio law and our corporate governance documents may delay or prevent takeover attempts preventing our shareholders from realizing a premium on their stock.
 
Various provisions of the Ohio corporation laws as well as our corporate governance documents may inhibit changes in control not approved by our Board of Directors and may have the effect of depriving our investors of an opportunity to receive a premium over the prevailing market price of our common stock in the event of an attempted hostile takeover.   In addition, the existence of these provisions may adversely affect the market price of our common stock.   These provisions include:
 
· A requirement that a special meeting of the shareholders must be called by our Board of Directors, Chairman, the President or the holders of shares with voting powers of at least fifty percent (50%);
· Advanced notice requirements for shareholder proposals and nominations; and
· The availability of “blank check preferred stock.”
 
Our Board of Directors can use these and other provisions to prevent, delay or discourage a change in control of the company or a change in our management.   Any such delay or prevention of a change in control of management could deter potential acquirers or prevent the completion of a takeover transaction to which our shareholders could receive a substantial premium over the current market price of our common stock, which may in turn limit the price investors might be willing to pay for our common stock.
 
Provisions in our Articles of Incorporation and Code of Regulations provide for indemnification of officers and directors which could require us to divert funds away from our business and operations.  
 
Our Articles of Incorporation and Code of Regulation provide for the indemnification of our officers and directors.   We may be required to advance costs incurred by an officer or director to pay judgments, fines and expenses incurred by an officer or director, including reasonable attorneys’ fees, as a result of actions or proceedings in which our officers and directors are involved by reason being or having been an officer or director of our company.   Funds paid in satisfaction of judgments, fines, and expenses may be funds we need for operation and growth of our business.
 
 
10

 
The market for our common stock is limited, and as such our shareholders may have difficulty reselling their shares when desired or at attractive market prices.      
 
Our stock price and our listing may make it more difficult for our shareholders to resell shares when desired or at attractive prices.   In 2001, our stock began trading on The Over the Counter Bulletin Board, now known as the OTC Markets.   Our common stock trades in low volumes and at low prices.   Some investors view low-priced stocks as unduly speculative and therefore not appropriate candidates for investment.   Many institutional investors have internal policies prohibiting the purchase or maintenance of positions in low-priced stocks.   This has the effect of limiting the pool of potential purchases of our common stock at present price levels.   Shareholders may find greater percentage spreads between bid and asked prices, and more difficulty in completing transactions and higher transaction costs when buying or selling our common stock than they would if our stock were listed on a major stock exchange, such as The New York Stock Exchange or The Nasdaq National Market.
 
Our common stock has been subject to the Securities and Exchange Commission’s “penny stock” regulations, which may limit the liquidity of common stock held by our shareholders .  
 
At the present time, our common stock trades on the OTC Markets’ OTCQB Market Tier under the symbol “SCIA:OTCQB.”   Based on its trading price, our common stock is considered a “penny stock” for purposes of federal securities laws, and therefore has been subject to regulations, which affected the ability of broker-dealers to sell our securities.   Broker-dealers who recommend a “penny stock” to persons (other than established customers and accredited investors) must make a special written suitability determination and receive the purchaser’s written agreement to a transaction prior to sale.  
 
If penny stock regulations apply to our common stock, it may be difficult to trade the stock because compliance with the regulations can delay and/or preclude certain trading transactions.   Broker-dealers may be discouraged from effecting transactions in common stock because of the sales practice and disclosure requirements for penny stock. This could adversely affect the liquidity and/or price of our common stock, and impede the sale of the common stock in the secondary market.
 
The increasing costs of being a public company may strain our resources and impact our business, financial condition and results of operations.  
 
As a public company, we are subject to reporting requirements of the Securities Exchange Act of 1934, as amended or the Exchange Act, and the Sarbanes-Oxley Act of 2002, or the Sarbanes Oxley Act.   The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition.   The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls for financial reporting.   We are required to document and test our internal control procedures in order to satisfy the requirements of the Sarbanes-Oxley Act, which requires annual management assessments of the effectiveness of our internal controls over financial reporting.
 
These requirements may place a strain on our systems and resources in the future and may require us to hire additional accounting and financial staff with the appropriate public company experience and technical accounting knowledge. In addition, the failure to maintain such internal controls can result in our being unable to provide timely and reliable financial information which could potentially subject us to sanctions and investigations of the Securities and Exchange Commission or events could have an adverse effect on our business, financial condition or results of operations.   Although we have taken steps to maintain our internal control structure as required by the Exchange Act and the Sarbanes-Oxley Act, we cannot provide any assurances that controlled deficiencies will not occur in the future.
 
Our Articles of Incorporation authorize us to issue additional shares of stock.
 
We are authorized to issue up to 15,000,000 shares of common stock, which may be issued by our board of directors for such consideration, as they may consider sufficient without seeking shareholder approval.   The issuance of additional shares of common stock in the future may reduce the proportionate ownership and voting power of current shareholders.
 
 
11

 
Our Articles of Incorporation authorize us to issue up to 260,000 shares of preferred stock.   The issuance of preferred stock in the future could create additional securities which would have dividend and liquidation preferences prior to the outstanding shares of common stock.   These provisions could also impede a non-negotiated change in control.
 
We have not paid dividends on our common stock in the past and do not expect to do so in the future.
 
  We have never declared or paid cash dividends on our shares of common stock and do not expect to do so in the foreseeable future.   We intend to retain future earnings for use in the business.   As a result, investors must rely on sales of the common stock after price appreciation, which may not occur, as the only way to realize future gains on their investments.
 
ITEM 1B.                UNRESOLVED STAFF COMMENTS.
 
Not applicable.
 
ITEM 2.
PROPERTIES.
 
Our office and manufacturing facilities are located at 2839 Charter Street, Columbus, Ohio, where we occupy approximately 32,000 square feet.   We moved our operations into this facility in 2004.   The lease on the property expires on August 16, 2014.    We believe these facilities are in good condition and adequate for our current needs and expect to renew this lease through November 2024.   
 
We are current on all operating lease liabilities.
 
ITEM 3.
LEGAL PROCEEDINGS.
 
Not applicable.
 
ITEM 4.
MINE SAFETY DISCLOSURES
 
Not applicable.
 
 
12

 
PART II
 
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
 
Market for Common Stock
 
Our common stock currently trades on the OTC Markets’ OTCQB Market Tier under the symbol “SCIA:OTCQB.”   The following table sets forth for the periods indicated the high and low bid quotations for our common stock.
 
 
 
High
 
Low
 
 
 
 
 
 
 
 
 
Fiscal 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarter Ended March 31, 2013
 
$
1.71
 
$
1.21
 
Quarter Ended June 30, 2013
 
 
1.79
 
 
0.21
 
Quarter Ended September 30, 2013
 
 
1.40
 
 
0.75
 
Quarter Ended December 31, 2013
 
 
1.40
 
 
0.85
 
 
 
 
 
 
 
 
 
Fiscal 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarter Ended March 31, 2012
 
$
1.65
 
$
1.10
 
Quarter Ended June 30, 2012
 
 
1.65
 
 
1.01
 
Quarter Ended September 30, 2012
 
 
2.40
 
 
1.02
 
Quarter Ended December 31, 2012
 
 
2.40
 
 
1.01
 
 
The quotations provided herein may reflect inter-dealer prices without retail mark-up, markdown, or commissions, and may not represent actual transactions.
 
Based on its trading price, our common stock is considered a “penny stock” for purposes of federal securities laws, and therefore has been subject to certain regulations, which are summarized below.
 
Our common stock is classified as a penny stock and as such, broker dealers trading our common stock will be subject to the disclosure rules for transactions involving penny stocks, which require the broker dealer to determine if purchasing our common stock is suitable for a particular investor. The broker dealer must also obtain the written consent of purchasers to purchase our common stock. The broker dealer must also disclose the best bid and offer prices available for our stock and the price at which the broker dealer last purchased or sold our common stock. These additional burdens imposed on broker dealers may discourage them from effecting transactions in our common stock, which could make it difficult for an investor to sell their shares.
 
Holders of Record
 
As of December 31, 2013, there were approximately 414 holders of record of our common stock and 3,852,898 shares outstanding.   At December 31, 2013 there were approximately 44 holders of Series B Preferred stock and 24,152 shares outstanding.
 
Dividends
 
We have never paid cash dividends on our common stock and do not expect to pay any dividends in the foreseeable future.   We intend to retain future earnings for use in the business.    
 
 
13

 
Equity Compensation Plan Information
 
                The following table sets forth additional information as of December 31, 2013, concerning shares of our common stock that may be issued upon the exercise of options and rights under our existing equity compensation plans and arrangements approved by our shareholders.   The information includes the number of shares covered by and the weighted average exercise price of, outstanding options and other rights, and the number of shares remaining available for future grants (excluding the shares to be issued upon exercise of outstanding options and other rights).
 
 
 
Number of Securities to
be issued upon exercise
of outstanding options
and rights
(a)
 
Weighted-average exercise
price of outstanding options
and rights
(b)
 
Number of securities
remaining available for
issuance under equity
compensation plans
(excluding securities
reflected in column (a))
(c)
 
 
 
 
 
 
 
 
 
 
 
 
Equity compensation plans approved by security holders (1)
 
 
706,500
 
$
4.91
 
 
358,500
 
________________
(1) Equity compensation plans approved by shareholders include our 2011 Stock Option Plan, 2006 Stock Option Plan and 1995 Stock Option Plan.
 
ITEM 6.
SELECTED FINANCIAL DATA.
 
Not applicable.
 
 
14

 
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 
Executive Summary
 
Total revenue, gross profit and bookings increased for the third consecutive quarter during the three months ended December 31, 2013.   Revenue was $2,940,008 during the three months ended December 31, 2013.   This was $752,021, or 34.4% greater than the fourth quarter of 2012.   The higher revenue was due to increased volume and improved product mix.   Backlog was $3.4 million at December 31, 2013 and September 30, 2013.  
 
Gross profit was $547,666 for the three months ended December 31, 2013 which more than doubled the gross profit of $256,810 for the fourth quarter of 2012.   Gross profit as a percentage of revenue was 18.6% for the fourth quarter of 2013 compared to 11.7% for the fourth quarter of 2012.   The increase was primarily related to increased revenue and continued cost containment.  
 
Specific cost reductions, which included management wages, were implemented during the second quarter of 2013 and remained in place into the fourth quarter of 2013.   Wages were lower in 2013 by approximately $86,000.   Due to increased customer demand during the fourth quarter of 2013 all wage reductions ended and employees returned to full work schedules.  
 
For the three months ended December 31, 2013, we had income from operations of $93,939 compared to a loss from operations of $216,672 for the three months ended December 31, 2012.   We had income applicable to common shares of $95,720 for the three months ended December 31, 2013 compared to a loss applicable to common shares of $243,601 for the fourth quarter of 2012.  
 
As of December 31, 2013, cash on-hand was $622,727 compared to $630,819 at December 31, 2012.   Net cash provided by operating activities was approximately $409,000 during 2013.   At December 31, 2013 working capital was $917,900 compared to $802,187 at December 31, 2012, an increase of $115,713 or 14.4%.
 
Total debt outstanding decreased during 2013 from approximately $1,758,000 to approximately $1,393,000, or 20.8%.   Cash of approximately $452,000 was used towards principal payments to third parties for capital lease obligations and notes payable.   
 
We invested approximately $127,000 in new equipment during 2013 and approximately $588,000 during 2012.   Given identified market opportunities, we continue to invest in internally financed research and development, marketing, and sales for all of our markets.   We also continue to invest in developing new products for the solar and glass industries including transparent conductive oxide systems and transparent electronics which have led to new customers for these products.   These efforts include accelerating time to market.
 
Previous investments have resulted in trial and qualification orders that were shipped to customers in the solar and glass industries during the last two years.   We continue to work closely with all of our customers and are positioned to meet their near term product requirements.
 
Results of Operations
 
Year 2013 As Compared to Year 2012
 
Revenue
 
For the year ended December 31, 2013, we had total revenue of $7,976,429.   This was a decrease of $780,720, or 8.9% when compared to 2012.   Total revenue decreased primarily due to two factors.   We had fewer shipments to our solar and thin film battery customers resulting in less revenue of approximately $800,000 during 2013.   In 2012, a customer announced it was reorganizing its manufacturing operations which impacted our shipments in 2013.   Secondly, contract revenue decreased more than $136,000 during 2013 compared to 2012 as a grant was completed in 2013.   We do not anticipate any contract revenue during 2014.   We do not rely on contract revenue as a main part of our business and do not believe that this reduction will have an adverse effect on our business.   The impact of these factors was partially offset by increased shipments to a few current and new customers.
 
 
15

 
Revenue from product sales is recognized upon shipment to customers.   Provisions for discounts and rework costs for returns are established when products are shipped based on historical experience.   Customer deposits represent cash received in advance of revenue earned.  
 
Revenue from contract research provided for third parties is recognized on the percentage of completion method.   Contract research revenue is recognized during the period qualifying expenses are incurred for the research that is performed as set forth under the terms of the grant award agreements.
 
  Gross Profit
 
Gross profit was $1,536,292 for the year ended December 31, 2013, compared to $1,657,162 for 2012, a decrease of 7.3%.   The decrease in gross profit in 2013 was due to the aforementioned lower revenue during 2013.      Gross profit was 19.3% of total revenue in 2013 compared to 18.9% in 2012.       
 
General and Administrative Expense
 
General and administrative expense for the year ended December 31, 2013 decreased to $1,052,181 from $1,109,197 for the year ended December 31, 2012, or 5.1%.    General and administrative expense for 2013 included lower bad debt expense of approximately $57,000 and lower professional fees of approximately $10,000.   Travel expenses increased by approximately $20,000 during 2013.    We continue to monitor all expenses.   
 
Professional Fees
 
Included in general and administrative expense was $192,454 and $202,690 for professional fees for the years ended December 31, 2013 and 2012, respectively.   A decrease in accounting fees was partially offset by higher professional fees in other areas.   These expenses were primarily related to SEC compliance costs for legal, accounting and stockholder relations’ fees.
 
Research and Development Expense
 
Research and development expense for the year ended December 31, 2013 was $324,035 compared to $311,646 during 2012, an increase of 4.0%.   Despite lower costs of approximately $62,000 related to developing innovative transparent conductive oxide systems, R&D expense was higher in 2013 compared to 2012 as all research grant work was completed. As they related to contract research revenue certain R&D expenses were included in cost of revenue.   Our research and development endeavors have moved us beyond the scope of recent federal and state grants and awards.  
 
Marketing and Sales Expense  
 
Marketing and sales expense for the year ended December 31, 2013 decreased 10.8% to $448,166 from $502,628 for the same period in 2012.   This decrease was related to lower compensation expense of approximately $35,000 as well as lower travel expense and commissions to our outside manufacturing sales representatives of approximately $21,000.
 
Stock Compensation Expense
 
Non cash stock based compensation costs were $134,701 and $136,889 for the years ended December 31, 2013 and 2012, respectively.   Compensation cost for all stock-based awards is based on the grant date fair value and recognized over the required service (vesting) period .   Unrecognized non cash stock based compensation expense related to operating expense was $404,726 as of December 31, 2013 and will be recognized through 2017.   
 
Interest, net
 
Interest, net was $73,245 and $85,570 for the years ended December 31, 2013 and 2012, respectively.   The decrease was due to continued payments reducing principal balances.   The second quarter of 2012 included a higher interest rate on one of the loans from an agency of the State of Ohio which was subsequently reduced.         
 
 
16

 
Income Taxes
 
Income tax benefit for the year ended December 31, 2012 was $27,348 which was due primarily to the reversal of an accrual.   There is no provision for income taxes in 2013 as we have net operating loss carryforwards available of approximately $3,900,000 which expire in varying amounts through 2031.       
 
  Loss Applicable to Common Stock
 
Loss applicable to common stock was $311,798 for the year ended December 31, 2013 compared to a loss of $350,124 for the year ended December 31, 2012.   This improvement was attributed to lower operating expenses of approximately $99,000 and gain from the sale of two pieces of equipment of $74,000 despite lower revenue as previously disclosed.     In addition, we had $134,701 and $136,889 in non-cash stock compensation expenses during 2013 and 2012, respectively.   These charges had a material effect on our Statement of Operations.    
 
Common Stock
 
The following schedule represents our outstanding common stock during the period of 2014 through 2019 assuming all outstanding stock options are exercised during the year of expiration.   Based on outstanding shares at December 31, 2013, if each shareholder exercises his or her options, it would increase our common shares by 706,500 to 4,559,398 by December 31, 2019.   Assuming all such options are exercised in the year of expiration, the effect on shares outstanding is illustrated as follows:               
 
 
Options
 
 
Potential
 
Weighted
 
 
 
due to
 
 
shares
 
Average
 
Year
 
expire
 
 
outstanding
 
Exercise Price
 
2014
 
 
175,000
 
 
4,027,898
 
$
4.41
 
2015
 
 
130,000
 
 
4,157,898
 
$
3.02
 
2016
 
 
31,000
 
 
4,188,898
 
$
3.25
 
2017
 
 
-
 
 
4,188,898
 
 
-
 
2018
 
 
6,000
 
 
4,194,898
 
$
3.10
 
2019
 
 
364,500
 
 
4,559,398
 
$
6.00
 
 
Liquidity and Capital Resources
 
Cash
 
As of December 31, 2013, cash on-hand was $622,727.   Cash was $630,819 at December 31, 2012.   Cash flow from operations was $408,874 and $437,271 for the years ended December 31, 2013 and 2012, respectively.    We believe, based on forecasted sales and expenses, that cash flow from operations will be adequate to sustain operations at least through December 31, 2014.
 
Working Capital
 
At December 31, 2013 working capital was $917,900 compared to $802,187 at December 31, 2012, an increase of $115,713 or 14.4% from year end 2012.   Cash decreased approximately $8,000 during the year ended December 31, 2013.   Accounts receivable increased approximately $181,000 due to increased shipments late in 2013 compared to the same time period in 2012.   Inventories increased approximately $895,000, customer deposits increased approximately $792,000 and accounts payable increased approximately $196,000 due to orders received during the fourth quarter of 2013 and scheduled to ship during the first half of 2014.    Prepaid expenses were lower by approximately $153,000 due to payments made late in 2012 for raw material that was delivered during the first quarter of 2013.   Current capital lease obligations decreased by approximately $117,000 while current notes payable decreased by approximately $69,000 due to scheduled regular payments.   
 
Cash from Operations
 
Net cash provided by operating activities was approximately $409,000 and $437,000 for the years ended December 31, 2013 and 2012, respectively.    In addition to the changes in various current assets and liabilities mentioned above, non cash expenses for depreciation, accretion and amortization decreased to approximately $573,000 during 2013 from $588,000 during 2012, a decrease of 2.4%.    Included in expenses were non cash stock based compensation costs of $134,701 and $136,889, and non cash inventory adjustments of approximately $35,000 and $42,000 for the years ended December 31, 2013 and 2012, respectively.   There was a net gain on disposal of equipment of approximately $74,000 during 2013.   A non cash charge during 2012 of $30,000 increased the allowance for doubtful accounts at December 31, 2012 and was subsequently reversed in 2013.       
 
 
17

 
Cash from Investing Activities
 
Cash of approximately $35,000 was provided by investing activities during 2013.   Proceeds on sale of equipment were approximately $75,000 and purchases of property and equipment was approximately $40,000 during 2013.    Cash of approximately $588,000 was used for investing activities during the year ended December 31, 2012.   The amounts invested were used to purchase machinery and equipment for increased production capacity and new product lines.   
 
Cash from Financing Activities
 
Cash of approximately $452,000 was used in financing activities towards principal payments to third parties for capital lease obligations and notes payable during 2013.   
 
Cash of approximately $17,000 was used in financing activities for the year ended December 31, 2012.   Principal payments to third parties for capital lease obligations and notes payable approximated $950,000.   Proceeds from notes payable were approximately $934,000 of which $462,000 was received from the Ohio Department of Development and used to pay a portion of the Note from The Huntington National Bank.    
 
Debt Outstanding
 
Total debt outstanding decreased during 2013 from approximately $1,758,000 to approximately $1,393,000, or 20.8%.   We paid cash of approximately $452,000 towards principal amounts of capital lease obligations and notes payable during 2013. We incurred a new capital lease obligation of approximately $86,000 for new production equipment during 2013.
 
Liquidity
 
We have forecasted revenues and related costs as well as investing plans and financing needs to determine liquidity to meet cash flow requirements and believe we will have sufficient liquidity at least through December 31, 2014.  This forecast was based on current cash levels and debt obligations, and our best estimates of revenues primarily from existing customers and gave consideration to the continued and possible increased levels of uncertainty in demand in the markets in which we operate.  Our ability to maintain current operations is dependent upon our ability to achieve these forecasted results, which we believe will occur. 
 
We do not currently have any available sources of additional external funding.  Our revolving line of credit arrangement with our senior lender expired on April 13, 2012.  There was no balance outstanding under this arrangement at maturity.  We did not have the need to draw on the revolving line of credit since the original commitment date of January 13, 2009.  We do not anticipate the need for a similar credit facility in 2014; although we may pursue revolving credit arrangements as working capital requirements increase.   Our ability to obtain a new line of credit, if deemed necessary, is not certain.
 
During the second quarter of 2013 we enacted various cost cutting measures which included management wage reductions and reduced work hours where feasible.   Due to increased customer demand during the fourth quarter all wage reductions ended and employees returned to full work schedules.   Should projected sales and gross profit fall below levels expected to be achieved, cost reduction actions could be reinstituted, which we believe would facilitate the continued operation of the Company.   The implementation of such reductions and the timing of their impact are not fully predictable.
 
During the third quarter of 2013, the Company replaced an existing Promissory Note with The Huntington National Bank with a new Promissory Note which extended the maturity date from February 2014 to August 2016.   The Company also agreed to payment schedule modifications with the Ohio Development Services Agency for two loans and the Ohio Air Quality Development Authority as discussed in Note 4 to the financial statements.   These debt modifications will ease cash flow requirements relating to debt servicing in 2014.
 
 
18

 
Critical Accounting Policies
 
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make judgments, assumptions and estimates that affect the amounts reported in the Financial Statements and accompanying notes .   Note 2 to the Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2013 describes the significant accounting policies and methods used in the preparation of the Financial Statements.   Estimates are used for, but not limited to, the accounting for the allowance for doubtful accounts, inventory allowances, property and equipment depreciable lives, patents and license useful lives, revenue recognition, tax valuation allowance, stock based compensation and assessing changes in which impairment of certain long-lived assets may occur.   Actual results could differ from these estimates.   The following critical accounting policies are impacted significantly by judgments, assumptions and estimates used in the preparation of the Financial Statements.   The allowance for doubtful accounts is based on our assessment of the collectability of specific customer accounts and the aging of the accounts receivable.   If there is a deterioration of a major customer’s credit worthiness or actual defaults are higher than our historical experience, our estimates of the recoverability of amounts due us could be adversely affected.   Inventory purchases and commitments are based upon future demand forecasts.   If there is a sudden and significant decrease in demand for our products or there is a higher risk of inventory obsolescence because of rapidly changing technology and customer requirements, we may be required to increase our inventory allowances and our gross profit could be adversely affected.   Depreciable and useful lives estimated for property and equipment, licenses and patents are based on initial expectations of the period of time these assets and intangibles will provide benefit.   Changes in circumstances related to a change in our business, change in technology or other factors could result in these assets becoming impaired, which could adversely affect the value of these assets.
 
Inflation
 
We believe there has not been a significant impact from inflation on our operations during the past three fiscal years.
 
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
 
This document contains forward-looking statements that reflect the views of management with respect to future events and financial performance.   These forward-looking statements are subject to certain uncertainties and other factors that could cause actual results to differ materially from such statements.   See “Risk Factors” above.   These uncertainties and other factors include, but are not limited to, the words “anticipates,” “believes,” “estimates,” “expects,” “plans,” “projects,” “targets” and similar expressions which identify forward-looking statements.   You should not place undue reliance on these forward-looking statements, which speak only as of the date the statements were made.   We undertake no obligation to publicly update or revise any forward-looking statements.
 
ITEM 7A.                QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
Not applicable
 
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 
Our balance sheets as of December 31, 2013 and 2012, and the related statements of operations, shareholders’ equity and cash flows for the years ended December 31, 2013 and 2012, together with the Report of Independent Registered Public Accounting Firm thereon appear beginning on Page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
 
Not applicable.
 
ITEM 9A.               CONTROLS AND PROCEDURES.
 
Evaluation of Disclosure Controls and Procedures
 
 
19

   
Our management, with the participation of the Company’s Principal Executive Officer and Principal Accounting Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Due to a segregation of duties material weakness described below, and based on this evaluation, the Company’s Principal Executive Officer and Principal Accounting Officer have concluded that as of December 31, 2013, the Company’s disclosure controls and procedures were not effective, at the reasonable assurance level, in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Principal Executive Officer and Principal Accounting Officer, as appropriate to allow timely discussions regarding required disclosure.   Until we are able to hire additional employees, we will continue to report to the Audit Committee and the Board of Directors at least monthly (and more often as necessary).   We believe this will continue to mitigate this weakness.   This reporting includes balance sheets, statements of operations, statements of cash flows, and other detail supporting these statements.   Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations, changes in shareholder’s equity and cash flows for all periods presented.
 
Inherent Limitations Over Internal Controls
 
Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;   (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted   accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on the financial statements.
 
Management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
Management's Annual Report on Internal Control over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in the 1992 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on this evaluation, management has concluded that our internal control over financial reporting was not effective as of December 31, 2013. The matter involving internal controls over financial reporting that management considered to be a material weakness under the standards of the Public Company Accounting Oversight Board (PCAOB) was insufficient segregation of duties consistent with control objectives.   Management is aware of the risks associated with the lack of segregation of duties due to the small number of employees currently working with general administrative and financial matters.   Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible.   However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.   
 
In order to remediate this weakness, we will need to hire additional employees.   Although we will periodically reevaluate this situation, at this point we consider that the risks associated with such lack of segregation of duties and the potential benefits of adding employees to segregate such duties are not cost justified.   Until we are able to hire additional employees, we will continue to report to the Audit Committee and the Board of Directors at least monthly (and more often as necessary).   We believe this will continue to mitigate this weakness.   This reporting includes balance sheets, statements of operations, statements of cash flows, and other detail supporting these statements.  
 
 
20

 
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.   Our report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permits us to provide only   management’s report in this annual report.
 
Changes in Internal Control over Financial Reporting
 
There were no changes in the Company’s internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f) and Rule 15d-15(f)) that occurred in the last fiscal quarter that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
ITEM 9B.                OTHER INFORMATION
 
None.
PART III
 
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
 
The information required by this item is included under the captions, “ Election of Directors ,” “ Executive Officers ” and “ Section 16(a) Beneficial Ownership Reporting Compliance ” in our proxy statement relating to our 2013 Annual Meeting of Shareholders scheduled to be held on June 12, 2014, and is incorporated herein by reference.
 
We have a Business Conduct Policy applicable to all employees of SCI.   Additionally, the Chief Executive Officer ("CEO") and all senior financial officers, including the principal financial officer, the principal accounting officer or controller, or any person performing a similar function (collectively, the "Senior Financial Officers") are bound by the provisions of our code of ethics relating to ethical conduct, conflicts of interest, and compliance with the law.   The code of ethics is posted on our website at http://www.sciengineeredmaterials.com/investors /main/corpgov.htm.
 
We intend to satisfy the disclosure requirement under Item 10 of Form 8-K regarding any amendment to, waiver of, any provision of this code of ethics by posting such information on our website at the address and location specified above.
 
ITEM 11.                EXECUTIVE COMPENSATION.
 
The information required by this item is included under the caption “ Executive Compensation ” in our proxy statement relating to our 2014 Annual Meeting of Shareholders scheduled to be held on June 12, 2014, and is incorporated herein by reference.
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
 
The information required by this item is included under the captions “ Ownership of Common Stock by Directors and Executive Officers” and “ Ownership of Common Stock by Principal Shareholders ” in our proxy statement relating to our 2014 Annual Meeting of Shareholders scheduled to be held on June 12, 2014, and is incorporated herein by reference.
 
ITEM 13.                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
 
The information required by this item is included under the caption “ Certain Relationships and Related Transactions, and Director Independence ” in our proxy statement relating to our 2013 Annual Meeting of Shareholders scheduled to be held on June 12, 2014, and is incorporated herein by reference.
 
 
21

 
ITEM 14.                PRINCIPAL ACCOUNTANT FEES AND SERVICES.
 
The information required by this item is included under the caption “ Fees of the Independent Public Accounting Firm for the year ended December 31, 2013” in our proxy statement relating to our 2014 Annual Meeting of Shareholders scheduled to be held on June 12, 2014, and is incorporated herein by reference.
 
ITEM 15.               EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.    
 
 
Exhibit
Exhibit
 
Number
Description
 
 
 
 
3(a)
Certificate of Second Amended and Restated Articles of Incorporation of Superconductive Components, Inc. (Incorporated by reference to Exhibit 3(a) to the Company’s initial Form 10-SB, filed on September 28, 2000)
 
 
 
 
3(b)
Restated Code of Regulations of Superconductive Components, Inc. (Incorporated by reference to Exhibit 3(b) to the Company’s initial Form 10-SB, filed on September 28, 2000)
 
 
 
 
3(c)
Amendment to Articles of Incorporation recording the change of the corporate name to SCI Engineered Materials, Inc.   (Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-QSB filed November 7, 2007).
 
 
 
 
4(a)
SCI Engineered Materials, Inc. 2011 Stock Incentive Plan (Incorporated by reference to the Company’s Definitive Proxy Statement for the 2011   Annual Meeting of Shareholders held on June 10, 2011, filed April 28,   2011).
 
 
 
 
4(b)
Superconductive Components, Inc. 2006 Stock Incentive Plan (Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement for the 2006 Annual Meeting of Shareholders held on June 9, 2006, filed May 1, 2006).
 
 
 
 
4(c)
Description of the Material Terms of the Stock Option Grant and Cash Bonus Plan for Executive Officers (Incorporated by reference to the Company’s Current Report on Form 8-K, dated June 19, 2006, filed June 23, 2006)
 
 
 
 
4(d)
F orm of Incentive Stock Option Agreement under the Superconductive Components, Inc. 2006 Stock Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 19, 2006, filed June 23, 2006).
 
 
 
 
4(e)
Form of Non-Statutory Stock Option Agreement under the Superconductive Components, Inc. 2006 Stock Incentive Plan   (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report   on Form 8-K dated June 19, 2006, filed June 23, 2006).
 
 
 
 
4(f)
Description of the Material Terms of the Stock Option Grant for Executive Officers and Board of Directors (Inc orporated by reference to the Company’s Current Report on Form 8-K dated January 2, 2009, filed January 6, 2009).
 
 
 
 
4(g)
Fourth Amended and Restated 1995 Stock Option Plan (Incorporated by reference to Exhibit 4(a) to the Company’s Registration Statement on Form S-8 (Registration No. 333-97583), filed on August 2, 2002)
 
 
22

 
 
4(h)
Form of Non-Statutory Stock Option Agreement Under the Superconductive Components, Inc. Fourth Amended and Restated 1995 Stock Option Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 22, 2005)
 
 
 
 
10(a)
Employment Agreement entered into as of February 26, 2002, between Daniel Rooney and the Company (Incorporated by reference to Exhibit 10(a) to the Company’s Registration Statement on Form SB-2 (Registration No. 333-131605), filed on February 6, 2006, and amended by Pre-effective Amendment No. 1 filed March 23, 2006)
 
 
 
 
10(b)
Lease Agreement between Superconductive Components, Inc. and Duke Realty Ohio dated as of September 29, 2003, with Letter of Understanding dated February 17, 2004 (Incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-QSB, filed on March 31, 2004)
 
 
 
 
10(c)
License Agreement with Sandia Corporation dated February 26, 1996 (Incorporated by reference to Exhibit 10(f) to the Company’s Form 10-SB Amendment No. 1, filed on January 3, 2001)
 
 
 
 
10(d)
Nonexclusive License with The University of Chicago (as Operator of Argonne National Laboratory) dated October 12, 1995 (Incorporated by reference to Exhibit 10(g) to the Company’s Form 10-SB Amendment No. 1, filed on January 3, 2001)
 
 
 
 
10(e)
Nonexclusive License with The University of Chicago (as Operator of Argonne National Laboratory) dated October 12, 1995 (Incorporated by reference to Exhibit 10(h) to the Company’s Form 10-SB Amendment No. 1, filed on January 3, 2001)
 
 
 
 
10(f)
Ohio Department of Development Third Frontier Action Fund Award dated February 20, 2004 (Incorporated by reference to Exhibit 10(o) to the Company’s Annual Report on Form 10-KSB, filed on March 30, 2004)
 
 
 
 
10(g)
Ohio Department of Development Third Frontier Advanced Energy Program Award (Incorporated by reference to the Company’s Current Report on Form 8-K, filed December 16, 2008).
 
 
 
 
10(h)
Business Loan Agreement between the Company and The Huntington National Bank, dated as of January 13, 2009 (Incorporated by reference to the Company’s Current Report on Form 8-K, filed January 23, 2009).
 
 
 
 
10(i)
Notification from the Ohio Department of Development Third Frontier Photovoltaic Program of grant to be awarded dated December 17, 2009 (Incorporated by reference to the Company’s Current Report on Form 8-K, filed December 22, 2009).
 
 
 
 
10(j)
Description of amendment to the Loan Agreement between the Company and The Ohio Air Quality Development Authority (Incorporated by reference to the Company’s Current Report on Form 8-K, dated March 26, 2012).
 
 
 
 
10(k)
Description of amendment to the Loan Agreement between the Company and the Ohio Department of Development (Incorporated by reference to the Company’s Current Report on Form 8-K, dated April 9, 2012).
 
 
23

 
 
10(l)
 
Description of amendment to the Loan Agreement between the Company and The Ohio Air Quality Development Authority (Incorporated by reference to the Company’s Current Report on Form 8-K, filed July 10, 2012).
 
 
 
 
 
10(m)
 
Description of resolution to the Loan Agreement between the Company and The Ohio Air Quality Development Authority (Incorporated by reference to the Company’s Current Report on Form 8-K, filed October 19, 2012).
 
 
 
 
 
10(n)
 
Description of Business Loan Agreement between the Company and The Huntington National Bank, dated as of October 15, 2012 (Incorporated by reference to the Company’s Current Report on Form 8-K, filed October 19, 2012).
 
 
 
 
 
10(o)
 
Description of amendment to the Loan Agreement between the Company and the Ohio Development Services Agency, formerly known as the Department of Development (Incorporated by reference to the Company’s Current Report on Form 10-K, dated March 19, 2013).
 
 
 
 
 
10(p)
 
Description of modification to payment schedules between the Company and the Ohio Development Services Agency, formerly known as the Ohio Department of Development and Description of Business Loan Agreement between the Company and The Huntington National Bank dated as of October 8, 2013 (Incorporated by reference to the Company’s Current Report on Form 8-K, dated August 12, 2013).
 
 
 
 
 
10(q)
 
Description of amendment to Loan Documents between the Company and the Ohio Air Quality Development Authority dated as of December 20, 2013 (Incorporated by reference to the Company’s Current Report on Form 8-K, dated December 26, 2013).
 
 
 
 
 
14(a)
 
SCI Engineered Materials Code of Ethics for the Chief Executive Officer and Chief Financial Officer (Incorporated by reference to the Company’s Current Report via the Company’s website at www.sciengineeredmaterials.com )
 
 
 
 
 
22(a)
 
Description of submission of matters to a vote of security holders (Incorporated by reference to the Company’s Current Report on Form 8-K, dated June 14, 2012).
 
 
 
 
 
22(b)
 
Description of submission of matters to a vote of security holders for the election of five members to the board of directors (Incorporated by reference to the Company’s Current Report on Form 8-K, dated June 17, 2013).
 
 
 
 
 
23
*
Consent of Independent Registered Public Accounting Firm
 
 
 
 
 
24
*
Powers of Attorney.
 
 
 
 
 
31.1
*
Rule 13a-14(a) Certification of Principal Executive Officer.
 
 
 
 
 
31.2
*
Rule 13a-14(a) Certification of Principal Financial Officer.
 
 
 
 
 
32.1
*
Section 1350 Certification of Principal Executive Officer.
 
 
 
 
 
32.2
*
Section 1350 Certification of Principal Financial Officer.
 
 
 
 
 
99.1
 
Press Release dated March 4, 2014, entitled “SCI Engineered Materials, Inc., Reports Fourth Quarter 2013 Results.”
 
 
24

 
 
 
101
The Company’s Annual Report on Form 10-K for the year ended December 31, 2013, formatted in XBRL (eXtensible Business Reporting   Language): (i) Consolidated Balance Sheets at December 31, 2013 and   December 31, 2012 (ii) Consolidated Statements of Operations for the   year ended December 31 2013 and 2012, (iii)   Consolidated Statement of Changes in Equity for the years ended December 31, 2013 and December 2012, (iv) Consolidated Statements of Cash Flows for the year ended December 31, 2013 and 2012, and (v) Notes to Financial   Statements.
_____________
* Filed herewith
 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
SCI ENGINEERED MATERIALS, INC.
 
 
 
 
Date:   March 4, 2014
By:
/s/ Daniel Rooney
 
 
Daniel Rooney, Chairman of the Board of
 
 
Directors, President and Chief Executive Officer
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 4 th day of March 2014.
 
Signature
 
Title
 
 
 
/s/ Daniel Rooney
 
Chairman of the Board of Directors, President, and
 
 
Chief Executive Officer
 
 
(principal executive officer)
 
 
 
/s/ Gerald S. Blaskie
 
Vice President and Chief Financial Officer
Gerald S. Blaskie
 
(principal financial officer and principal accounting
 
 
officer)
 
 
 
Robert J. Baker*
 
Director
Robert J. Baker
 
 
 
 
 
Edward W. Ungar*
 
Director
Edward W. Ungar
 
 
 
 
 
Robert H. Peitz*
 
Director
Robert H. Peitz
 
 
 
 
 
Walter J. Doyle*
 
Director
Walter J. Doyle
 
 
 
*By:
/s/ Daniel Rooney
 
 
 
Daniel Rooney, Attorney-in-Fact
 
 
 
 
25

 
INDEX TO FINANCIAL STATEMENTS
 
 
Page
 
 
Report of Independent Registered Public Accounting Firm
F-2
 
 
Balance Sheets
F-3
 
 
Statements of Operations
F-5
 
 
Statements of Shareholders’ Equity
F-6
 
 
Statements of Cash Flows
F-7
 
 
Notes to Financial Statements
F-8
 
 
 
26

 
Report of Independent Registered Public Accounting Firm
 
Board of Directors and Shareholders
SCI Engineered Materials, Inc.
Columbus , Ohio
 
We have audited the accompanying balance sheets of SCI Engineered Materials, Inc. (the “Company”) as of December 31, 2013 and 2012, and the related statements of operations, shareholders’ equity, and cash flows for the years then ended.   These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.   
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.   The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.   Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.   Accordingly, we express no such opinion.   An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2013 and 2012, and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.
 
 
Crowe Horwath LLP
Columbus , Ohio
 
March 4, 2014
 
 
 
F-1

 
PART I.   FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS
 
SCI ENGINEERED MATERIALS, INC.
 
BALANCE SHEETS
 
DECEMBER 31, 2013 AND 2012
 
ASSETS
 
 
 
2013
 
2012
 
 
 
 
 
 
 
 
 
Current Assets
 
 
 
 
 
 
 
Cash
 
$
622,727
 
$
630,819
 
Accounts receivable
 
 
 
 
 
 
 
Trade, less allowance for doubtful accounts of $15,000 and $45,000, respectively
 
 
632,011
 
 
439,627
 
Contract
 
 
-
 
 
12,427
 
Other
 
 
2,066
 
 
1,248
 
Inventories
 
 
1,709,740
 
 
815,075
 
Prepaid expenses
 
 
56,298
 
 
209,422
 
Total current assets
 
 
3,022,842
 
 
2,108,618
 
 
 
 
 
 
 
 
 
Property and Equipment, at cost
 
 
 
 
 
 
 
Machinery and equipment
 
 
7,116,055
 
 
7,015,504
 
Furniture and fixtures
 
 
137,911
 
 
137,911
 
Leasehold improvements
 
 
317,870
 
 
317,870
 
Construction in progress
 
 
2,093
 
 
12,195
 
 
 
 
7,573,929
 
 
7,483,480
 
Less accumulated depreciation and amortization
 
 
(4,781,362)
 
 
(4,254,302)
 
 
 
 
2,792,567
 
 
3,229,178
 
 
 
 
 
 
 
 
 
Other Assets
 
 
 
 
 
 
 
Deposits
 
 
15,645
 
 
15,332
 
Deferred financing fees
 
 
29,104
 
 
38,543
 
Intangibles
 
 
11,059
 
 
12,889
 
Total other assets
 
 
55,808
 
 
66,764
 
 
 
 
 
 
 
 
 
TOTAL ASSETS
 
$
5,871,217
 
$
5,404,560
 
 
The accompanying notes are an integral part of these financial statements.
 
 
F-2

 
SCI ENGINEERED MATERIALS, INC.
 
BALANCE SHEETS (continued)
 
DECEMBER 31, 2013 AND 2012
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
2013
 
2012
 
 
 
 
 
 
 
 
 
Current Liabilities
 
 
 
 
 
 
 
Capital lease obligations, current portion
 
$
104,010
 
$
221,366
 
Notes payable, current portion
 
 
247,679
 
 
316,571
 
Accounts payable
 
 
456,111
 
 
260,531
 
Customer deposits
 
 
1,105,655
 
 
313,745
 
Accrued compensation
 
 
75,815
 
 
76,646
 
Accrued expenses and other
 
 
115,672
 
 
117,572
 
Total current liabilities
 
 
2,104,942
 
 
1,306,431
 
 
 
 
 
 
 
 
 
Capital lease obligations, net of current portion
 
 
132,739
 
 
163,331
 
Notes payable, net of current portion
 
 
908,787
 
 
1,057,104
 
Total liabilities
 
 
3,146,468
 
 
2,526,866
 
 
 
 
 
 
 
 
 
Commitments and contingencies
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shareholders' Equity
 
 
 
 
 
 
 
Convertible preferred stock, Series B, 10% cumulative,
    nonvoting, no par value, $10 stated value, optional
    redemption at 103%; optional shareholder conversion 2 shares for 1;
    24,152 shares issued and outstanding
 
 
441,982
 
 
417,830
 
Common stock, no par value, authorized 15,000,000 shares;
    3,852,898 and 3,826,898 shares issued and outstanding, respectively
 
 
9,833,620
 
 
9,800,100
 
Additional paid-in capital
 
 
1,835,387
 
 
1,758,358
 
Accumulated deficit
 
 
(9,386,240)
 
 
(9,098,594)
 
Total shareholders' equity
 
 
2,724,749
 
 
2,877,694
 
 
 
 
 
 
 
 
 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
 
$
5,871,217
 
$
5,404,560
 
 
The accompanying notes are an integral part of these financial statements.
 
 
F-3

 
SCI ENGINEERED MATERIALS, INC.
 
STATEMENTS OF OPERATIONS
 
YEARS ENDED DECEMBER 31, 2013 AND 2012
 
 
 
2013
 
2012
 
 
 
 
 
 
 
 
 
Product revenue
 
$
7,886,259
 
$
8,530,780
 
Contract research revenue
 
 
90,170
 
 
226,369
 
Total revenue
 
 
7,976,429
 
 
8,757,149
 
 
 
 
 
 
 
 
 
Cost of product revenue
 
 
6,363,489
 
 
6,913,807
 
Cost of contract research revenue
 
 
76,648
 
 
186,180
 
Total cost of revenue
 
 
6,440,137
 
 
7,099,987
 
 
 
 
 
 
 
 
 
Gross profit
 
 
1,536,292
 
 
1,657,162
 
 
 
 
 
 
 
 
 
General and administrative expense
 
 
1,052,181
 
 
1,109,197
 
 
 
 
 
 
 
 
 
Research and development expense
 
 
324,035
 
 
311,646
 
 
 
 
 
 
 
 
 
Marketing and sales expense
 
 
448,166
 
 
502,628
 
 
 
 
 
 
 
 
 
Loss from operations
 
 
(288,090)
 
 
(266,309)
 
 
 
 
 
 
 
 
 
Interest, net
 
 
(73,245)
 
 
(85,570)
 
Gain (loss) on disposal of equipment
 
 
73,689
 
 
(1,441)
 
Other income (expense)
 
 
444
 
 
(87,011)
 
 
 
 
 
 
 
 
 
Loss before income taxes
 
 
(287,646)
 
 
(353,320)
 
 
 
 
 
 
 
 
 
Income tax benefit
 
 
-
 
 
(27,348)
 
 
 
 
 
 
 
 
 
Net loss
 
 
(287,646)
 
 
(325,972)
 
 
 
 
 
 
 
 
 
Dividends on preferred stock
 
 
(24,152)
 
 
(24,152)
 
 
 
 
 
 
 
 
 
LOSS APPLICABLE TO COMMON STOCK
 
$
(311,798)
 
$
(350,124)
 
 
 
 
 
 
 
 
 
Earnings per share - basic and diluted (Note 6)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loss per common share
 
 
 
 
 
 
 
Basic
 
$
(0.08)
 
$
(0.09)
 
Diluted
 
$
(0.08)
 
$
(0.09)
 
 
 
 
 
 
 
 
 
Weighted average shares outstanding
 
 
 
 
 
 
 
Basic
 
 
3,839,117
 
 
3,814,996
 
Diluted
 
 
3,839,117
 
 
3,814,996
 
 
The accompanying notes are an integral part of these financial statements.
 
 
F-4

 
SCI ENGINEERED MATERIALS, INC.
 
STATEMENTS OF SHAREHOLDERS' EQUITY
 
YEARS ENDED DECEMBER 31, 2013 AND 2012
 
 
 
Convertible
 
 
 
 
Additional
 
 
 
 
 
 
 
 
 
Preferred Stock,
 
Common
 
Paid-In
 
Accumulated
 
 
 
 
 
 
Series B
 
Stock
 
Capital
 
Deficit
 
Total
 
Balance 1/1/12
 
$
393,678
 
$
9,766,740
 
$
1,678,981
 
$
(8,772,622)
 
$
3,066,777
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accretion of cumulative dividends
 
 
24,152
 
 
-
 
 
(24,152)
 
 
-
 
 
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock based compensation expense (Note 2J)
 
 
-
 
 
-
 
 
103,529
 
 
-
 
 
103,529
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock issued (Note 6)
 
 
-
 
 
33,360
 
 
-
 
 
-
 
 
33,360
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss
 
 
-
 
 
-
 
 
-
 
 
(325,972)
 
 
(325,972)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance 12/31/12
 
$
417,830
 
$
9,800,100
 
$
1,758,358
 
$
(9,098,594)
 
$
2,877,694
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accretion of cumulative dividends
 
 
24,152
 
 
-
 
 
(24,152)
 
 
-
 
 
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock based compensation expense (Note 2J)
 
 
-
 
 
-
 
 
101,181
 
 
-
 
 
101,181
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock issued (Note 6)
 
 
-
 
 
33,520
 
 
-
 
 
-
 
 
33,520
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss
 
 
-
 
 
-
 
 
-
 
 
(287,646)
 
 
(287,646)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance 12/31/13
 
$
441,982
 
$
9,833,620
 
$
1,835,387
 
$
(9,386,240)
 
$
2,724,749
 
 
The accompanying notes are an integral part of these financial statements.
 
 
F-5

 
SCI ENGINEERED MATERIALS, INC.
 
STATEMENTS OF CASH FLOWS
 
YEARS ENDED DECEMBER 31, 2013 AND 2012
 
 
 
2013
 
2012
 
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
 
 
 
 
Net loss
 
$
(287,646)
 
$
(325,972)
 
Adjustments to reconcile net loss to net cash
  provided by operating activities:
 
 
 
 
 
 
 
Depreciation and accretion
 
 
571,528
 
 
585,085
 
Amortization
 
 
1,830
 
 
2,564
 
Stock based compensation
 
 
134,701
 
 
136,889
 
(Gain) loss on disposal of equipment
 
 
(73,689)
 
 
1,441
 
Inventory reserve
 
 
34,863
 
 
42,365
 
Change in allowance for doubtful accounts
 
 
(30,223)
 
 
30,000
 
Changes in operating assets and liabilities:
 
 
 
 
 
 
 
Accounts receivable
 
 
(150,552)
 
 
34,301
 
Inventories
 
 
(929,528)
 
 
188,063
 
Prepaid expenses
 
 
153,124
 
 
(144,130)
 
Other assets
 
 
9,126
 
 
16,329
 
Accounts payable
 
 
195,580
 
 
(103,260)
 
Accrued expenses and customer deposits
 
 
779,760
 
 
(26,404)
 
Net cash provided by operating activities
 
 
408,874
 
 
437,271
 
 
 
 
 
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
 
 
 
 
Proceeds on sale of equipment
 
 
75,050
 
 
-
 
Purchases of property and equipment
 
 
(40,470)
 
 
(587,939)
 
Net cash provided by (used in) investing activities
 
 
34,580
 
 
(587,939)
 
 
 
 
 
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
 
 
 
 
Proceeds from notes payable
 
 
-
 
 
933,729
 
Principal payments on capital lease obligations and notes payable
 
 
(451,546)
 
 
(950,311)
 
Net cash used in financing activities
 
 
(451,546)
 
 
(16,582)
 
 
 
 
 
 
 
 
 
NET DECREASE IN CASH
 
$
(8,092)
 
$
(167,250)
 
 
 
 
 
 
 
 
 
CASH - Beginning of year
 
 
630,819
 
 
798,069
 
 
 
 
 
 
 
 
 
CASH - End of year
 
$
622,727
 
$
630,819
 
 
 
 
 
 
 
 
 
SUPPLEMENTAL DISCLOSURES OF CASH
 
 
 
 
 
 
 
FLOW INFORMATION
 
 
 
 
 
 
 
Cash paid during the year for:
 
 
 
 
 
 
 
Interest
 
$
73,934
 
$
86,693
 
Income taxes
 
$
-
 
$
455
 
 
 
 
 
 
 
 
 
SUPPLEMENTAL DISCLOSURES OF NONCASH
 
 
 
 
 
 
 
INVESTING AND FINANCING ACTIVITIES
 
 
 
 
 
 
 
Property and equipment purchased by capital lease
 
$
86,389
 
$
-
 
Increase in asset retirement obligation
 
$
9,420
 
$
8,640
 
 
The accompanying notes are an integral part of these financial statements.
 
 
F-6

 
SCI ENGINEERED MATERIALS, INC.
NOTES TO FINANCIAL STATEMENTS
 
Note 1.
Business Organization and Purpose
 
SCI Engineered Materials, Inc. (“SCI”, ”we” or the “Company”), formerly Superconductive Components, Inc., an Ohio corporation, was incorporated in 1987.   The Company operates in one segment as  a global supplier and manufacturer of advanced materials for Physical Vapor Deposition (“PVD”) Thin Film Applications.   The Company is focused on specific markets within the PVD industry (Photonics, Thin Film Solar, Thin Film Battery and Transparent Electronics).  Substantially, all of the Company’s revenues were generated from domestic customers.  Approximately 96 % and 86 % of the revenues during 2013 and 2012, respectively, were from products sold in the Photonics market.  Through partnerships with end users and Original Equipment Manufacturers the Company develops innovative customized solutions enabling commercial success.  

Note 2.
Summary of Significant Accounting Policies
 
A.          Cash - The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash.
 
B.          Fair Value of Financial Instruments - The estimated fair value of amounts reported in the financial statements have been determined using available market information and valuation methodologies, as applicable (see Note 9).
 
C.          Concentrations of Credit Risk - The Company’s cash balances, which are at times in excess of federally insured levels, are maintained at a large regional bank and a global investment banking group, and are continually monitored to minimize the risk of loss.   The Company grants credit to most customers, who are varied in terms of size, geographic location and financial strength.   Customer balances are continually monitored to minimize the risk of loss.
 
The Company’s two largest customers accounted for 38 % and 37 % of total revenue in 2013.   These two customers represented 61 % of the accounts receivable trade balance at December 31, 2013.   The Company expects  to collect all outstanding accounts receivables as of December 31, 2013 from these customers.
 
The Company’s two largest customers accounted for 48 % and 15 % of total revenue in 2012.   These two customers represented 30 % of the accounts receivable trade balance at December 31, 2012.     The Company subsequently collected all outstanding accounts receivables as of December 31, 2012 from these customers.
 
D.          Accounts Receivable - The Company extends unsecured credit to customers under normal trade agreements, which require payment within 30 days.   The Company does not charge interest on delinquent trade accounts receivable.   Unless specified by the customer, payments are applied to the oldest unpaid invoice.   Accounts receivable are presented at the amount billed.
 
Management estimates an allowance for doubtful accounts, which was approximately $ 15,000 and $ 45,000 as of December 31, 2013 and 2012, respectively.   This estimate is based upon management’s review of delinquent accounts and an assessment of the Company’s historical evidence of collections.   Specific accounts are charged directly to the reserve when management obtains evidence of a customer’s insolvency or otherwise determines that the account is uncollectible.
 
 
F-7

 
SCI ENGINEERED MATERIALS, INC.
NOTES TO FINANCIAL STATEMENTS
 
Note 2.
Summary of Significant Accounting Policies (continued)
 
E.          Inventories - Inventories are stated at the lower of cost or market on an acquired or internally produced lot basis, and consist of raw materials, work-in-process and finished goods.   Cost includes material, labor, freight and applied overhead.   Inventory reserves are established for obsolete inventory, lower of cost or market, and excess inventory quantities based on management’s estimate of net realizable value.   The Company had an inventory reserve of $ 134,863 at December 31, 2013, and $ 100,000 at December 31, 2012.
 
F.          Property and Equipment - Property and equipment are carried at cost.   Depreciation is provided using the straight-line method based on the estimated useful lives of the assets.   Useful lives range from three years on computer equipment to sixteen years on certain equipment.   Leasehold improvements are amortized over the shorter of the estimated useful life or the term of the lease.   Depreciation expense totaled $ 562,108 and $ 576,445 for the years ended December 31, 2013 and 2012, respectively.   Expenditures for renewals and betterments are capitalized and expenditures for repairs and maintenance are charged to operations as incurred.
 
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.   If the fair value is less than the carrying amount of the asset, a loss is recognized for the difference.    There was no property and equipment considered impaired during 2013 or 2012.
 
G.           Deferred Financing Costs - Deferred financing costs are amortized over the term of the related debt using the straight-line method, the result of which is not materially different from the use of the interest method.  Deferred financing costs totaled $ 38,543 and $ 47,982 at December 31, 2013 and 2012, respectively.  The related amortization expense of these costs for the years ended December 31, 2013 and 2012 was $ 9,439 and is included in interest expense on the statements of operations.
 
H.          Intangible Assets - The Company reviews intangible assets for impairment and performs detailed testing whenever impairment indicators are present.   If necessary, an impairment loss is recorded for the excess of carrying value over fair value.   There were no intangible assets considered impaired during 2013 or 2012.
 
The Company has secured patents for manufacturing processes used in its operations.   Costs incurred to secure the patents have been capitalized and are being amortized over the life of the patents.   Cost and accumulated amortization of the patents at December 31, 2013 were $ 36,473 and $ 25,414 respectively.   Cost and accumulated amortization of the patents at December 31, 2012 were $ 36,473 and $ 23,584 respectively.   Amortization expense was approximately $ 1,830 for the years ended December 31, 2013 and 2012.   Amortization expense is estimated to be at least $ 1,830 for each of the next five years.
 
 
F-8

 
SCI ENGINEERED MATERIALS, INC.
NOTES TO FINANCIAL STATEMENTS
 
Note 2.
Summary of Significant Accounting Policies (continued)
 
I.          Revenue Recognition - Revenue from product sales is recognized upon shipment to customers.   Provisions for discounts and rework costs for returns are established when products are shipped based on historical experience.   Customer deposits represent cash received in advance of revenue earned.
 
Revenue from contract research provided for third parties is recognized on the percentage of completion method.   Contract research revenue is recognized during the period in which qualifying expenses are incurred for the research that is performed as set forth under the terms of the grant award agreements.
 
J.          Stock Based Compensation - Compensation cost for all stock-based awards is based on the grant date fair value and is recognized over the required service (vesting) period.   Non cash stock based compensation expense was $ 101,181 and $ 103,529 for the years ended December 31, 2013 and 2012, respectively.   In addition, 2013 included $ 33,520 of non cash stock based compensation expense for stock grants awarded to the four non-employee board members and the Chief Executive Officer.   2012 included $ 33,360 of non cash stock based compensation expense for stock grants awarded to the four non-employee board members.   Unrecognized compensation expense was $ 404,726 as of December 31, 2013 and will be recognized through 2017.   There was no tax benefit recorded for this compensation cost as the expense primarily relates to incentive stock options that do not qualify for a tax deduction until, and only if, a qualifying disposition occurs.
 
K.          Research and Development - Research and development costs are expensed as incurred.   Research and development expense for the years ended December 31, 2013 and 2012 was $ 324,035 and $ 311,646 , respectively.   The Company continues to develop innovative metal oxide systems to further align activities with customer needs.
 
L.          Income Taxes - Income taxes are provided for by utilizing the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities using presently enacted tax rates.   Deferred tax assets are reduced by a valuation allowance which is established when “it is more likely than not” that some portion or all of the deferred tax assets will not be recognized.
 
M.          Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.   Estimates are used for, but not limited to, the accounting for the allowance for doubtful accounts, inventory allowances, property and equipment depreciable lives, patents and licenses useful lives, revenue recognition, tax valuation, stock based compensation and assessing changes in which impairment of certain long-lived assets may occur.   Actual results could differ from those estimates.
 
 
F-9

 
SCI ENGINEERED MATERIALS, INC.
NOTES TO FINANCIAL STATEMENTS
 
Note 3.
Inventories
 
Inventories consist of the following at December 31:
 
 
 
2013
 
2012
 
Raw materials
 
$
1,174,945
 
$
346,613
 
Work-in-process
 
 
532,044
 
 
408,491
 
Finished goods
 
 
137,614
 
 
159,971
 
 
 
 
1,844,603
 
 
915,075
 
Reserve for obsolete inventory
 
 
(134,863)
 
 
(100,000)
 
 
 
 
 
 
 
 
 
 
 
$
1,709,740
 
$
815,075
 

Note 4.
Notes Payable
 
On August 8, 2013, the Company issued a Promissory Note (the “Note”) in the amount of $ 128,257 to The Huntington National Bank, as Lender, with a maturity date of August 5, 2016 .   This Note replaced an existing promissory note to The Huntington National Bank which had a balance of $ 128,257 , monthly payments of approximately $ 5,600 , including interest, with remaining principal due at the maturity date of February 28, 2014 .
 
The Note is collateralized by the Company’s inventories, equipment and accounts receivable.   Among other items, the Note provides for the following:
 
-
Interest subject to change from time to time based on changes in LIBOR.   The interest rate applied to the unpaid principal balance is at a rate of 4 percentage points over LIBOR. Under no circumstance will the interest rate be less than 5 % per annum or more than the maximum rate allowed by applicable law.
 
-
Monthly payments of approximately $ 3,800 , including interest, beginning in September 2013.
 
As of December 31, 2013 there was an outstanding balance of $ 115,052 on this Note.   The Company expects to maintain compliance with all covenants through December 31, 2014.
 
The Company’s revolving line of credit arrangement with its senior lender expired on April 13, 2012.  There was no balance outstanding under this arrangement at maturity. 
 
 
F-10

 
SCI ENGINEERED MATERIALS, INC.
NOTES TO FINANCIAL STATEMENTS
 
Note 4.
Notes Payable (continued)
 
During 2010, the Company applied and was approved for a 166 Direct Loan to borrow up to $ 744,250 with the Ohio Department of Development (ODOD), now known as the Ohio Development Services Agency (ODSA). This loan was finalized in February 2011. The term of the loan is 84 months at a fixed interest rate of 3 %.   There is also a 0.25 % annual servicing fee charged monthly on the outstanding principal balance.   Payments of approximately $ 10,500 , including principal, interest and servicing fee, were payable monthly.   On August 13, 2013, ODSA and the Company agreed to a modification to the payment schedule.   Interest and servicing payments of $ 1,656 were paid monthly from August 2013 through January 2014.   Beginning in February 2014, monthly payments of approximately $ 10,500 , including principal, interest and servicing fee are due through October 2018.   A final payment of approximately $ 71,900 is due November 2018.   The loan is collateralized by the related project equipment.   As of December 31, 2013 there was an outstanding balance of $ 611,520 on this loan.   The above loan has a covenant relating to the creation of an agreed upon number of jobs with which the Company is required to comply as of September 30, 2015.   The Company is in the process of requesting formal amendment or waiver of this requirement which it expects to obtain.     
 
During 2010, the Company also applied and was approved for a 166 Direct Loan through the Advanced Energy Program with the Ohio Air Quality Development Authority (OAQDA) to borrow up to approximately $ 1.4 million (this maximum commitment by the OAQDA was subsequently reduced to $ 368,906 on March 20, 2012).   The interest rate was 3 % at December 31, 2011 and increased to 10 % effective with the first amendment dated March 20, 2012.   A second amendment dated June 12, 2012 returned the interest rate to 3 % effective April 10, 2012.   There is also an annual servicing fee of $ 1,600 charged quarterly.   The loan is being amortized over 84 months through March 2018. Payments were interest only through March 2012.   Thereafter, payments of approximately $ 17,300 , including interest and servicing fee, were payable quarterly.     
 
On December 20, 2013, OAQDA and the Company signed a Fourth Amendment to the Loan Documents and agreed to a modification to the payment schedule.   Interest and servicing payments of $ 2,121 are payable quarterly from October 2013 through March 2014.   Beginning in June 2014, quarterly payments of approximately $ 17,300 , including principal, interest and servicing fee are due through December 2017.   A final payment of approximately $ 50,400 is due February 2018.   This loan is also subject to certain covenants, including job creation.   Included in the above amendment is a waiver for the job creation commitment, due to market conditions, for the duration of the term of the Loan Agreement.   The Company expects to maintain compliance with all covenants through December 31, 2014.   The loan is collateralized by the related project equipment.   As of December 31, 2013 there was an outstanding balance of $ 282,786 on this loan.
 
An Intercreditor Agreement exists as part of the above mentioned loans with agencies of the State of Ohio.   The OAQDA and ODSA agree to shared lien and security interest through mutual covenants.   These covenants include, but are not limited to, the creation of an agreed upon number of jobs, filing of quarterly and annual reports and various financial covenants.   The Company expects to maintain compliance with all covenants through December 31, 2014.
 
 
F-11

 
SCI ENGINEERED MATERIALS, INC.
NOTES TO FINANCIAL STATEMENTS
 
Note 4.
Notes Payable (continued)
 
During 2006, the Company was approved for a 166 Direct Loan from the Ohio Department of Development, now known as the Ohio Development Services Agency (ODSA), in the amount of $ 400,000 .   These funds were received in July of 2008 and were used for the purchase of production equipment and to reduce the Company’s capital lease obligations on certain equipment.   The term of the loan is 84 months at a fixed interest rate of 3 %.   There is also a 0.25 % annual servicing fee to be charged monthly on the outstanding principal balance.   Payments of approximately $ 6,100 , including principal, interest and servicing fee, were payable monthly.   On August 8, 2013, ODSA and the Company agreed to a modification to the payment schedule.   Interest and servicing payments of approximately $ 400 were paid monthly from August 2013 through January 2014.   Beginning in February 2014, monthly payments of approximately $ 6,100 , including principal, interest and servicing fee are payable through July 2015.   A final payment of approximately $ 42,200 is due August 2015.   The loan is collateralized by the related project equipment.   As of December 31, 2013 the loan had a balance of $ 147,108 .   This loan is also subject to certain covenants, including job creation and retention.    The Company expects to maintain compliance with all covenants through December 31, 2014.     
 
Notes payable at December 31 is included in the accompanying balance sheets as follows:  
 
 
 
2013
 
2012
 
Huntington National Bank
 
$
115,052
 
$
188,000
 
ODSA 166 Direct Loan
 
 
611,520
 
 
672,667
 
OAQDA 166 Direct Loan
 
 
282,786
 
 
326,329
 
ODSA 166 Direct Loan
 
 
147,108
 
 
186,679
 
Total notes payable
 
 
1,156,466
 
 
1,373,675
 
Less current portion
 
 
247,679
 
 
316,571
 
Notes payable, net of current portion
 
$
908,787
 
$
1,057,104
 
 
Annual maturities of notes payable, for the next five years, are as follows:  
2014
 
$
247,679
 
2015
 
 
298,209
 
2016
 
 
206,839
 
2017
 
 
181,847
 
2018
 
 
221,892
 
 
 
F-12

 
SCI ENGINEERED MATERIALS, INC.
NOTES TO FINANCIAL STATEMENTS
 
Note 5.
Lease Obligations
 
Operating
 
The Company leases its facilities and certain office equipment under agreements classified as operating leases expiring at various dates through 2016.   Rent expense, which includes various monthly rentals for the years ended December 31, 2013 and 2012 totaled $ 150,328 and $ 155,139 , respectively.   Future minimum lease payments at December 31, 2013 are as follows:
 
2014
 
$
70,117
 
2015
 
 
248
 
2016
 
 
207
 
Total minimum lease payments
 
$
70,572
 
 
Capital
 
The Company also leases certain equipment under capital leases.   Future minimum lease payments, by year, with the present value of such payments, as of December 31, 2013 are shown in the following table.
2014
 
$
114,334
 
2015
 
 
73,536
 
2016
 
 
44,196
 
2017
 
 
19,524
 
2018
 
 
3,240
 
Total minimum lease payments
 
 
254,830
 
Less amount representing interest
 
 
18,081
 
Present value of minimum lease payments
 
 
236,749
 
Less current portion
 
 
104,010
 
Capital lease obligations, net of current portion
 
$
132,739
 
 
The equipment under capital lease at December 31 is included in the accompanying balance sheets as follows:
 
 
2013
 
2012
 
Machinery and equipment
 
$
762,223
 
$
1,030,405
 
Less accumulated depreciation and amortization
 
 
292,868
 
 
331,209
 
Net book value
 
$
469,355
 
$
699,196
 
 
These assets are amortized over a period of ten years using the straight-line method and amortization is included in depreciation expense.
 
The capital leases are structured such that ownership of the leased asset reverts to the Company at the end of the lease term.   Accordingly, leased assets are depreciated using the Company's normal depreciation methods and lives.  In 2013, ownership of certain assets were transferred to the Company in accordance with the terms of the leases and these assets have been excluded from the leased asset disclosure above.
 
 
F-13

 
 
SCI ENGINEERED MATERIALS, INC.
NOTES TO FINANCIAL STATEMENTS
 
Note 6.
Common and Preferred Stock
 

Common Stock

 
During 2013, the four non-employee board members each received 6,000 shares of common stock of the Company with an aggregate value of $ 31,320 .   In addition, the Chief Executive Officer received 2,000 shares of common stock of the Company with a value of $2,200.   These transactions were recorded as non cash stock compensation expense in the financial statements.
 
During 2012, the four non-employee board members each received 6,000 shares of common stock of the Company with an aggregate value of $33,360.   This was recorded as non cash stock compensation expense in the financial statements.
 
Preferred Stock
 
Shares of preferred stock authorized and outstanding at December 31, 2013 and 2012 were as follows:
 
 
 
Shares
 
 
Shares
 
 
 
Authorized
 
 
Outstanding
 
Cumulative Preferred Stock
 
10,000
 
 
-
 
 
 
 
 
 
 
 
Voting Preferred Stock
 
125,000
 
 
-
 
 
 
 
 
 
 
 
Cumulative Non-Voting Preferred Stock
 
125,000
(a)
 
24,152
 
 
(a)
Includes 700 shares of Series A Preferred Stock and 100,000 shares of Convertible Series B Preferred Stock authorized for issuance.  
 
In January 1996, the Company completed an offering of 70,000 shares of $10 stated value 1995 Series B 10% cumulative non-voting convertible preferred stock.   The shares are convertible to common shares at the rate of $5.00 per share.   At the Company’s option, the Series B shares are redeemable at 103% of the stated value plus the amount of any accrued and unpaid cash dividends.
 
The Board of Directors voted not to authorize the payment of a cash dividend on convertible preferred stock, Series B, to shareholders of record as of December 31, 2013 and 2012.   At December 31, 2013 and 2012 the Company had accrued dividends on Series B preferred stock of $193,216 and $169,064, respectively.   These amounts are included in convertible preferred stock, Series B on the balance sheet at December 31, 2013 and 2012.
 
 
F-14

 
SCI ENGINEERED MATERIALS, INC.
NOTES TO FINANCIAL STATEMENTS
 
Note 6.
Common and Preferred Stock (continued)
 
Earnings Per Share
 
Basic income (loss) per share is calculated as income available (loss attributable) to common shareholders divided by the weighted average of common shares outstanding.   Diluted earnings per share is calculated as diluted income available (loss attributable) to common stockholders divided by the diluted weighted average number of common shares outstanding.   Diluted weighted average number of common shares gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method.   Diluted earnings per share exclude all diluted potential shares if their effect is anti-dilutive.   For the years ended December 31, 2013 and 2012, all convertible and preferred stock and common stock options listed in Note 7 were excluded from diluted earnings per share due to being out-of-the-money or anti-dilutive.
 
Following is a summary of employee and director outstanding stock options outstanding and preferred stock, Series B at December 31, 2013 and 2012.
 
 
December 31,
 
December 31,
 
 
 
2013
 
2012
 
Options
 
706,500
 
842,250
 
Preferred Stock, Series B
 
24,152
 
24,152
 
 
 
730,652
 
866,402
 
 
The following is provided to reconcile the earnings per share calculations:
 
 
2013
 
2012
 
Loss applicable to common stock
 
$
(311,798)
 
$
(350,124)
 
Weighted average common shares outstanding - basic
 
 
3,839,117
 
 
3,814,996
 
Effect of dilutions - stock options
 
 
-
 
 
-
 
Weighted average shares outstanding - diluted
 
 
3,839,117
 
 
3,814,996
 

 
Note 7.
Stock Option Plans
 
On June 10, 2011, shareholders approved the SCI Engineered Materials, Inc. 2011 Stock Incentive Plan (the “2011 Plan”).   The Company adopted the 2011 Plan as incentive to key employees, directors and consultants under which options to purchase up to 250,000 shares of the Company’s common stock may be granted, subject to the execution of stock option agreements.   Incentive stock options may be granted to key employees of the Company and non-statutory options may be granted to directors who are not employees and to consultants and advisors who render services to the Company.   Options may be exercised for periods up to 10 years from the date of grant at prices not less than 100 % of fair market value on the date of grant. As of December 31, 2013 there were no stock options outstanding from the 2011 Plan.
 
 
F-15

 
SCI ENGINEERED MATERIALS, INC.
NOTES TO FINANCIAL STATEMENTS
 
Note 7.
Stock Option Plans (continued)
 
On June 9, 2006, shareholders approved the Superconductive Components, Inc. 2006 Stock Incentive Plan.   The Company adopted the 2006 Plan as incentive to key employees, directors and consultants under which options to purchase up to 600,000 shares of the Company’s common stock may be granted, subject to the execution of stock option agreements.   Incentive stock options may be granted to key employees of the Company and non-statutory options may be granted to directors who are not employees and to consultants and advisors who render services to the Company.   Options may be exercised for periods up to 10 years from the date of grant at prices not less than 100 % of fair market value on the date of grant.   As of December 31, 2013 there were 491,500 stock options outstanding from the 2006 Plan which expire at various dates through January 2, 2019 .                          
 
On September 29, 1995, the Company adopted the 1995 Stock Option Plan as incentive to key employees, directors and consultants.   As of December 31, 2013 there were 215,000 stock options outstanding from the 1995 Plan which expire at various dates through December 16, 2015 . The Company adopted the 1995 Plan as incentive to key employees, directors and consultants under which options to purchase up to 900,000 shares of the Company’s common stock were available to be granted, subject to the execution of stock option agreements.   
               
The cumulative status at December 31, 2013 and 2012 of options granted and outstanding, as well as options which became exercisable in connection with the Stock Option Plans is summarized as follows:
 
Employee Stock Options
 
 
 
 
 
Weighted
 
Weighted
 
 
 
 
 
 
 
 
Average
 
Average
 
Aggregate
 
 
 
 
 
Exercise
 
Contractual
 
Intrinsic
 
 
 
Stock Options
 
Price
 
Term (yrs)
 
Value
 
Outstanding at January 1, 2012
 
736,750
 
$
4.52
 
 
 
 
 
 
Expired
 
(144,500)
 
 
1.59
 
 
 
 
 
 
Outstanding at December 31, 2012
 
592,250
 
$
5.23
 
 
 
 
 
 
Expired
 
(250)
 
 
1.00
 
 
 
 
 
 
Forfeited
 
(105,500)
 
 
5.37
 
 
 
 
 
 
Outstanding at December 31, 2013
 
486,500
 
$
5.20
 
4.1
 
$
-
 
Options exercisable at December 31, 2012
 
322,250
 
$
4.59
 
4.3
 
$
-
 
Options exercisable at December 31, 2013
 
304,250
 
$
4.73
 
3.5
 
$
-
 
Options expected to vest
 
182,250
 
$
6.00
 
5.0
 
$
-
 
 
 
F-16

 
SCI ENGINEERED MATERIALS, INC.
NOTES TO FINANCIAL STATEMENTS
 
Note 7.
Stock Option Plans (continued)