Quarterly Report (10-q)

Date : 05/14/2019 @ 1:02PM
Source : Edgar (US Regulatory)
Stock : Nocopi Technologies, Inc. (PC) (NNUP)
Quote : 0.0394  -0.003 (-7.08%) @ 9:07PM

Quarterly Report (10-q)

 



 

 

United States

Securities and Exchange Commission

Washington, D.C. 20549


Form 10-Q

(Mark One)


þ    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 .


For the quarterly period ended March 31, 2019


or


¨    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 .


For the transition period from _________________ to ______________


Commission File Number: 000-20333


NOCOPI TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)


Maryland 

87-0406496

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)


480 Shoemaker Road, Suite 104, King of Prussia, PA 19406

(Address of principal executive offices) (Zip Code)


(610) 834-9600

(Registrant’s telephone number, including area code)


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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  þ   No  ¨


Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  þ   No  ¨


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer    ¨

Accelerated filer    ¨

Non-accelerated filer      þ

Smaller reporting company   þ

 

Emerging growth company   ¨


If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act.  ¨


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ¨   No  þ


Securities registered pursuant to Section 12(b) of the Act:  None.


Title of each class

Trading Symbol(s)

Name of each exchange on which registered

 

 

 


Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 58,616,716 shares of common stock, par value $0.01, as of May 9, 2019.

 

 





 


NOCOPI TECHNOLOGIES, INC.

INDEX


 

PAGE

Part I. FINANCIAL INFORMATION

 

 

 

Item 1.

Financial Statements

1

 

 

Statements of Operations for Three Months ended March 31, 2019 and March 31, 2018

1

Balance Sheets at March 31, 2019 and December 31, 2018

2

Statements of Cash Flows for Three Months ended March 31, 2019 and March 31, 2018

3

Statements of Stockholders’ Equity for Three Months ended March 31, 2019 and March 31, 2018

4

Notes to Financial Statements

5

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

9

 

 

Item 4.

Controls and Procedures

13

 

 

Part II. OTHER INFORMATION

 

 

 

Item 6.

Exhibits

14

 

 

SIGNATURES

15

 

 

EXHIBIT INDEX

16






 


PART I – FINANCIAL INFORMATION


Item 1. Financial Statements


Nocopi Technologies, Inc.

Statements of Operations*

(unaudited)


 

 

Three Months ended

March 31

 

 

 

2019

 

 

2018

 

Revenues

 

 

 

 

 

 

Licenses, royalties and fees

 

$

190,500

 

 

$

174,900

 

Product and other sales

 

 

218,900

 

 

 

250,500

 

 

 

 

409,400

 

 

 

425,400

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

 

 

 

 

 

 

 

Licenses, royalties and fees

 

 

25,200

 

 

 

25,000

 

Product and other sales

 

 

90,300

 

 

 

92,200

 

 

 

 

115,500

 

 

 

117,200

 

Gross profit

 

 

293,900

 

 

 

308,200

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

Research and development

 

 

38,000

 

 

 

37,100

 

Sales and marketing

 

 

68,900

 

 

 

70,100

 

General and administrative

 

 

94,100

 

 

 

102,700

 

 

 

 

201,000

 

 

 

209,900

 

Net income from operations

 

 

92,900

 

 

 

98,300

 

 

 

 

 

 

 

 

 

 

Other income (expenses)

 

 

 

 

 

 

 

 

Interest income

 

 

1,100

 

 

 

400

 

Interest expense and bank charges

 

 

(2,700

)

 

 

(2,900

)

 

 

 

(1,600

)

 

 

(2,500

)

Net income before income taxes

 

 

91,300

 

 

 

95,800

 

Income taxes

 

 

5,900

 

 

 

 

Net income

 

$

85,400

 

 

$

95,800

 

 

 

 

 

 

 

 

 

 

Basic and diluted net income per common share

 

$

.00

 

 

$

.00

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

Basic

 

 

58,616,716

 

 

 

58,616,716

 

Diluted

 

 

59,001,489

 

 

 

58,911,883

 



*See accompanying notes to these financial statements.




1



 


Nocopi Technologies, Inc.

Balance Sheets*


 

 

March 31

 

 

December 31

 

 

 

2019

 

 

2018

 

 

 

(unaudited)

 

 

(audited)

 

Assets

 

Current assets

 

 

 

 

 

 

Cash

 

$

544,000

 

 

$

400,800

 

Accounts receivable less $5,000 allowance for doubtful accounts

 

 

642,800

 

 

 

579,000

 

Inventory

 

 

146,100

 

 

 

133,500

 

Prepaid and other

 

 

36,700

 

 

 

43,600

 

Total current assets

 

 

1,369,600

 

 

 

1,156,900

 

 

 

 

 

 

 

 

 

 

Fixed assets

 

 

 

 

 

 

 

 

Leasehold improvements

 

 

19,700

 

 

 

19,700

 

Furniture, fixtures and equipment

 

 

185,400

 

 

 

185,400

 

 

 

 

205,100

 

 

 

205,100

 

Less: accumulated depreciation and amortization

 

 

199,000

 

 

 

197,600

 

 

 

 

6,100

 

 

 

7,500

 

Other assets

 

 

 

 

 

 

 

 

Long-term receivables

 

 

1,255,000

 

 

 

1,352,000

 

Operating lease right of use – building

 

 

231,500

 

 

 

 

      

 

 

1,486,500

 

 

 

1,352,200

 

Total assets

 

$

2,862,200

 

 

$

2,516,600

 

 

 

Liabilities and Stockholders' Equity

 

Current liabilities

 

 

 

 

 

 

 

 

Convertible debentures

 

$

128,300

 

 

$

128,300

 

Accounts payable

 

 

18,400

 

 

 

16,500

 

Accrued expenses

 

 

190,800

 

 

 

163,000

 

Income taxes

 

 

98,900

 

 

 

38,600

 

Operating lease liability – current

 

 

39,700

 

 

 

 

Total current liabilities

 

 

476,100

 

 

 

346,400

 

 

 

 

 

 

 

 

 

 

Other liabilities

 

 

 

 

 

 

 

 

Accrued expenses, non-current

 

 

87,900

 

 

 

94,700

 

Deferred income taxes

 

 

54,400

 

 

 

108,800

 

Operating lease liability – non-current

 

 

191,700

 

 

 

 

 

 

 

334,000

 

 

 

203,500

 

 

 

 

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

 

 

 

Common stock, $0.01 par value

 

 

 

 

 

 

 

 

Authorized – 75,000,000 shares

 

 

 

 

 

 

 

 

Issued and outstanding – 58,616,716 shares

 

 

586,200

 

 

 

586,200

 

Paid-in capital

 

 

12,440,000

 

 

 

12,440,000

 

Accumulated deficit

 

 

(10,974,100

)

 

 

(11,059,500

)

Total stockholders' equity

 

 

2,052,100

 

 

 

1,966,700

 

Total liabilities and stockholders' equity

 

$

2,862,200

 

 

$

2,516,600

 



*See accompanying notes to these financial statements.






2



 


Nocopi Technologies, Inc.

Statements of Cash Flows*

(unaudited)


 

 

Three Months ended

March 31

 

 

 

2019

 

 

2018

 

Operating Activities

 

 

 

 

 

 

Net income

 

$

85,400

 

 

$

95,800

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

1,400

 

 

 

1,800

 

Deferred income taxes

 

 

(54,400

)

 

 

 

Non-current assets and liabilities – net

 

 

90,300

 

 

 

 

Cumulative effect of accounting change

 

 

 

 

 

96,100

 

 

 

 

122,700

 

 

 

193,700

 

 

 

 

 

 

 

 

 

 

(Increase) decrease in assets

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(63,800

)

 

 

(90,500

)

Inventory

 

 

(12,600

)

 

 

2,000

 

Prepaid and other

 

 

6,900

 

 

 

(14,900

)

Increase (decrease) in liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

 

29,700

 

 

 

(4,900

)

Taxes on income

 

 

60,300

 

 

 

 

Deferred revenue

 

 

 

 

 

(99,400

)

 

 

 

20,500

 

 

 

(207,700

)

Net cash provided by (used in) operating activities

 

 

143,200

 

 

 

(14,000

)

Cash at beginning of year

 

 

400,800

 

 

 

360,400

 

Cash at end of period

 

$

544,000

 

 

$

346,400

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosure of Non Cash Lease Activities

 

 

 

 

 

 

 

 

Operating lease right of use – building

 

$

241,100

 

 

$

 

Operating lease liability

 

$

(241,100

)

 

$

 



*See accompanying notes to these financial statements.







3



 


Nocopi Technologies, Inc.

Statements of Stockholders’ Equity*

For the Periods December 31, 2018 through March 31, 2019 and December 31, 2017 through March 31, 2018

( unaudited )


 

 

Common stock

 

 

Paid-in

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Total

 

Balance – December 31, 2018

 

 

58,616,716

 

 

586,200

 

 

 $

12,440,000

 

 

 $

(11,059,500

)

 

1,966,700

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

85,400

 

 

 

85,400

 

Balance – March 31, 2019

 

 

58,616,716

 

 

$

586,200

 

 

$

12,440,000

 

 

$

(10,974,100

)

 

$

2,052,100

 


 

 

Common stock

 

 

Paid-in

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Total

 

Balance – December 31, 2017

 

 

58,616,716

 

 

$

586,200

 

 

$

12,440,000

 

 

$

(12,811,000

)

 

$

215,200

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative effect of accounting change at January 1, 2018, Note 2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

96,100

 

 

 

96,100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

95,800

 

 

 

95,800

 

Balance – March 31, 2018

 

 

58,616,716

 

 

$

586,200

 

 

$

12,440,000

 

 

$

(12,619,100

)

 

$

407,100

 



* See accompanying notes to these financial statements.





4



 


NOCOPI TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)


Note 1. Financial Statements


The accompanying unaudited condensed financial statements have been prepared by Nocopi Technologies, Inc. (our “Company”). These statements include all adjustments (consisting only of normal recurring adjustments) which management believes necessary for a fair presentation of the statements and have been prepared on a consistent basis using the accounting policies described in the summary of Accounting Policies included in our Company's 2018 Annual Report on Form 10-K. Certain financial information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although our Company believes that the accompanying disclosures are adequate to make the information presented not misleading. The Notes to Financial Statements included in the 2018 Annual Report on Form10-K should be read in conjunction with the accompanying interim financial statements. The interim operating results for the three months ended March 31, 2019 may not be necessarily indicative of the operating results expected for the full year.


Our Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 220 in reporting comprehensive income.  Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income.  Since our Company has no items of other comprehensive income, comprehensive income is equal to net income.


Note 2. Revenues


On January 1, 2018, our Company adopted ASU 214-09, Revenue from Contracts with Customers (“Topic 606”), using the modified retrospective method. Results for periods beginning on or after January 1, 2018 are presented under Topic 606; however, prior period amounts are not adjusted and continue to be reported in accordance with Topic 605, Revenue Recognition , which was in effect for those periods.


Our Company recorded a decrease to the opening balance of the accumulated deficit of $96,100 and a corresponding charge to deferred revenue as of January 1, 2018 due to the cumulative impact of the adoption of Topic 606. The impact to the revenue for the quarter ended March 31, 2018 as a result of applying Topic 606 was not material. The disclosure of disaggregated revenue is disclosed in Note 10.


The adoption of the new guidance affected our recognition of revenue from licenses and royalties. Under our previous accounting practice, we recognized revenue from licenses and royalties on a straight-line basis over the term of the related license agreement. As a result of our adoption of the new guidance, we will recognize revenue from licensees and royalties at a point in time when the term begins.


The change in accumulated deficit on our Balance Sheet at March 31, 2018, including the aggregate impact of the change in accounting principles which was effective on January 1, 2018, was as follows:


Accumulated deficit – January 1, 2018

 

$

(12,811,000

)

Net earnings

 

 

95,800

 

Cumulative effect of accounting change

 

 

96,100

 

Accumulated deficit – March 31, 2018

 

$

(12,619,100

)








5



NOCOPI TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)



Note 3. Stock Based Compensation


Our Company follows FASB ASC 718, Compensation – Stock Compensation , and uses the Black-Scholes option pricing model to calculate the grant-date fair value of an award. At March 31, 2019, our Company did not have an active stock option plan. There was no unrecognized portion of expense related to stock option grants at March 31, 2019.


Note 4. Line of Credit


In November 2018, our Company negotiated a $150,000 revolving line of credit with a bank to provide a source of working capital, if required. The line of credit is secured by all the assets of our Company and bears interest at the bank’s prime rate for a period of one year and its prime rate plus 1.5% thereafter. The line of credit is subject to an annual review and quiet period. There have been no borrowings under the line of credit since its inception.


Note 5. Convertible Debentures


At March 31, 2019, our Company had convertible debentures totaling $128,300 outstanding, which are due during the third quarter of 2019. The convertible debentures bear interest at 7%. At the option of the lender, the debentures and accrued interest are convertible in whole or part into common stock of our Company at $0.025 per share. During the third quarter of 2018, our Company’s Board of Directors approved and the holders of all $128,300 of convertible debentures agreed to extend the maturity dates of those convertible debentures for one year to the third quarter of 2019 with no change in the terms or conditions of the debentures.


Our Company also granted warrants to purchase 691,365 shares of our Company’s common stock at $0.02 per share to the holders of the debentures. The warrants are exercisable two years after issuance and expire seven years after issuance. The fair value of the warrants was determined using the Black-Scholes pricing model. The relative fair value of the warrants was recorded as a discount to the notes payable with an offsetting credit to additional paid-in capital since our Company determined that the warrants were an equity instrument in accordance with FASB ASC 815. The debt discount related to the warrant issuances has been accreted through interest expense over the term of the notes payable.


The following table summarizes our Company’s warrant position at March 31, 2019 and December 31, 2018:


 

 

 

 

 

 

 

 

Weighted Average

 

 

 

Number

 

 

Exercise

 

 

Exercise

 

 

 

of Shares

 

 

Price

 

 

Price

 

Outstanding warrants -

 

 

 

 

 

 

 

 

 

December 31, 2018

 

 

691,365

 

 

$

0.02

 

 

$

0.02

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding warrants -

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2019

 

 

691,365

 

 

$

0.02

 

 

$

0.02

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average remaining

 

 

 

 

 

 

 

 

 

 

 

 

contractual life (years)

 

 

1.58

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable warrants -

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2019

 

 

691,365

 

 

$

0.02

 

 

$

0.02

 




6



NOCOPI TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)



Note 6. Other Income (Expenses)


Other income (expenses) for the three months ended March 31, 2019 and March 31, 2018 includes interest on debentures held by nine investors.


Note 7. Income Taxes


There is no provision for federal income taxes for the three months ended March 31, 2019 and March 31, 2018 due to the availability of net operating loss carryforwards. Our Company has established a valuation allowance for the entire amount of benefits resulting from our Company’s net operating loss carryforwards because our Company has determined that the realization of the net deferred tax asset is not assured.


The components for state income tax expense resulting from the limitation on the use of net operating losses are:

 

 

 

Three months ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

Current state taxes

 

$

60,300

 

 

 

 

Deferred state taxes

 

 

(54,400

)

 

 

 

 

 

$

5,900

 

 

 

 


There was no change in unrecognized tax benefits during the period ended March 31, 2019 and there was no accrual for uncertain tax positions as of March 31, 2019.


Tax years from 2015 through 2018 remain subject to examination by U.S. federal and state jurisdictions.


Note 8. Related Party Transactions


During the three months ended March 31, 2018, our Company paid $70,900 to Michael A. Feinstein, M.D., our Company’s Chairman of the Board and Chief Executive Officer, representing a portion of previously deferred salary owed to him under an employment agreement with our Company. During the three month period ended March 31, 2018, Dr. Feinstein deferred $21,250 of salary. The deferred salary was fully repaid to Dr. Feinstein during 2018 and, at March 31, 2019, there was no deferred salary owed to him. There was no interest payable on the deferred salary.


Note 9. Earnings per Share


In accordance with FASB ASC 260, Earnings per Share , basic earnings per common share is computed using net earnings divided by the weighted average number of common shares outstanding for the periods presented. The computation of diluted earnings per common share involves the assumption that outstanding common shares are increased by shares issuable upon exercise of those warrants for which the market price exceeds the exercise price. The number of shares issuable upon the exercise of such warrants is decreased by shares that could have been purchased by our Company with related proceeds. For the three months ended March 31, 2019 and March 31, 2018, the number of incremental common shares resulting from the assumed conversion of warrants was 384,773 and 295,167, respectively.


Note 10. Major Customer and Geographic Information


Our Company’s revenues, expressed as a percentage of total revenues, from non-affiliated customers that equaled 10% or more of our Company’s total revenues were:


 

 

Three Months ended

March 31

 

 

 

2019

 

 

2018

 

Customer A

 

 

34

%

 

 

40

%

Customer B

 

 

30

%

 

 

27

%

Customer C

 

 

12

%

 

 

15

%




7



NOCOPI TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)



Our Company’s non-affiliate customers, whose individual balances amounted to more than 10% of our Company’s net accounts receivable, expressed as a percentage of net accounts receivable, were:


 

 

March 31

 

 

December 31

 

 

 

2019

 

 

2018

 

Customer B

 

 

87

%

 

 

86

%


Our Company performs ongoing credit evaluations of its customers and generally does not require collateral. Our Company also maintains allowances for potential credit losses. The loss of a major customer could have a material adverse effect on our Company’s business operations and financial condition.


Our Company’s revenues by geographic region are as follows:


 

 

Three Months ended

March 31

 

 

 

2019

 

 

2018

 

North America

 

$

216,600

 

 

$

184,900

 

South America

 

 

 

 

 

1,500

 

Asia

 

 

192,800

 

 

 

239,000

 

 

 

$

409,400

 

 

$

425,400

 


Note 11. Leases


Our Company conducts its operations in leased facilities under a non-cancelable operating lease expiring in 2024.


Due to the adoption of the new lease standard under the optional transition method which allows the entity to apply the new lease standard at the adoption date, our Company has capitalized the present value of the minimum lease payments commencing January 1, 2019, using an estimated incremental borrowing rate of 6%. The minimum lease payments do not include common area annual expenses which are considered to be non-lease components.


As of January 1, 2019 the operating lease right-of-use asset and operating lease liability amounted to $241,100 with no cumulative-effect adjustment to the opening balance of accumulated deficit.


There are no other material operating leases. Our Company has elected not to recognize right-of-use assets and lease liabilities arising from short-term leases.


Future minimum lease payments under non-cancelable operating leases with initial or remaining terms of one year or more at March 31, 2019 are: $37,800 – 2019; $51,600  – 2020; $53,100 – 2021; $54,600 – 2022; $56,200 – 2023 and $18,900 – 2024.


Total lease expense under operating leases for the three months ended March 31, 2019 and March 31, 2018 was $13,300 and $11,300, respectively.


Maturities of lease liabilities were as follows:


 

 

 

 

 

Operating Leases

 

Year ending December 31

 

 

 

 

 

 

 

2019

 

 

 

 

$

50,000

 

2020

 

 

 

 

 

51,600

 

2021

 

 

 

 

 

53,100

 

2022

 

 

 

 

 

54,600

 

2023

 

 

 

 

 

56,200

 

2024

 

 

 

 

 

18,900

 

Total lease payments

 

 

 

 

 

284,400

 

Less imputed interest

 

 

 

 

 

(43,300

)

Total

 

 

 

 

$

241,100

 



8



 


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations


Forward-Looking Information


This report on Form 10-Q contains, and our officers and representatives may from time to time make, "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding:


 

·

Expected operating results, such as revenue growth and earnings

 

·

Anticipated levels of capital expenditures for fiscal year 2019 and beyond

 

·

Current or future volatility in market conditions

 

·

Our belief that we have sufficient liquidity to fund our business operations during the next twelve months

 

·

Strategy for customer retention, growth, product development, market position, financial results and reserves

 

·

Strategy for risk management


Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:


 

·

The extent to which we are successful in gaining new long-term relationships with customers or retaining significant existing customers and the level of service failures that could lead customers to use competitors' services.

 

·

Our ability to improve our current credit rating with our vendors and the impact on our raw materials and other costs and competitive position of doing so.

 

·

The impact of losing our intellectual property protections or the loss in value of our intellectual property.

 

·

Changes in customer demand.

 

·

The adequacy of our cash flow and earnings and other conditions which may affect our ability to timely service our debt obligations.

 

·

The occurrence of hostilities, political instability or catastrophic events.

 

·

Such other factors as discussed throughout Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations in this report, and throughout Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2018.


Any forward-looking statement made by us in this report is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.


The following discussion and analysis should be read in conjunction with our Condensed financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management. This information should also be read in conjunction with our audited historical financial statements which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the Securities and Exchange Commission on March 29, 2019.




9



 


Background Overview


Nocopi Technologies, Inc. develops and markets specialty reactive inks for applications in the large educational and toy products market. We also develop and market technologies for document and product authentication, which we believe can reduce losses caused by fraudulent document reproduction or by product counterfeiting and/or diversion. We derive our revenues primarily from licensing our technologies on an exclusive or non-exclusive basis to licensees who incorporate our technologies into their product offering and from selling products incorporating our technologies to the licensees or to their licensed printers.


Unless the context otherwise requires, all references to the “ Company ,” “ we ,” “ our ” or “ us ” and other similar terms means Nocopi Technologies, Inc., a Maryland corporation.


Results of Operations


Our Company’s revenues are derived from (a) royalties paid by licensees of our technologies, (b) fees for the provision of technical services to licensees and (c) from the direct sale of (i) products incorporating our technologies, such as inks, security paper and pressure sensitive labels, and (ii) equipment used to support the application of our technologies, such as ink-jet printing systems. Royalties consist of guaranteed minimum royalties payable by our licensees in certain cases and additional royalties which typically vary with the licensee’s sales or production of products incorporating the licensed technology. Service fees and sales revenues vary directly with the number of units of service or product provided.


Our Company recognizes revenue on its lines of business as follows:


 

a.

License fees for the use of our technology and royalties with guaranteed minimum amounts are recognized at a point in time when the term begins;

 

b.

Product sales are recognized at the time of the transfer of goods to customers at an amount that our Company expects to be entitled to in exchange for these goods, which is at the time of shipment; and

 

c.

Fees for technical services are recognized at the time of the transfer of services to customers at an amount that our Company expects to be entitled to in exchange for the services, which is when the service has been rendered.


We believe that, as fixed cost reductions beyond those we have achieved in recent years may not be achievable, our operating results are substantially dependent on revenue levels. Because revenues derived from licenses and royalties carry a much higher gross profit margin than other revenues, operating results are also substantially affected by changes in revenue mix.


Both the absolute amount of our Company’s revenues and the mix among the various sources of revenue are subject to substantial fluctuation. We have a relatively small number of substantial customers rather than a large number of small customers. Accordingly, changes in the revenue received from a significant customer can have a substantial effect on our Company’s total revenue, revenue mix and overall financial performance. Such changes may result from a substantial customer’s product development delays, engineering changes, changes in product marketing strategies, production requirements and the like. In addition, certain customers have, from time to time, sought to renegotiate certain provisions of their license agreements and, when our Company agrees to revise such terms, revenues from the customer may be affected.


Revenues for the first quarter of 2019 were $409,400 compared to $425,400 in the first quarter of 2018, a decrease of $16,000, or approximately 4%. Licenses, royalties and fees increased by $15,600, or approximately 9%, in the first quarter of 2019 to $190,500 from $174,900 in the first quarter of 2018. The increase in licenses, royalties and fees is due primarily to higher royalty revenue received from two licensees offset in part by lower royalty revenue received from a licensee. There can be no assurances that the marketing and product development activities of our Company’s licensees or other businesses in the entertainment and toy products market will produce a significant increase in revenues for our Company, nor can the timing of any potential revenue increases be predicted, particularly given the uncertain economic conditions being experienced worldwide.




10



 


Product and other sales decreased by $31,600, or approximately 13%, to $218,900 in the first quarter of 2019 from $250,500 in the first quarter of 2018. Sales of ink decreased in the first quarter of 2019 compared to the first quarter of 2018 due primarily to lower ink shipments to the third party authorized printers used by two of our Company’s major licensees in the entertainment and toy products market offset in part by higher ink shipments to our Company’s licensees in the retail receipt and document fraud market. In the first quarter of 2019, our Company derived revenues of approximately $335,900 from our Company’s licensees and their authorized printers in the entertainment and toy products market compared to revenues of approximately $369,300 in the first quarter of 2018.


Our Company’s gross profit decreased to $293,900, or approximately 72% of gross revenues, in the first quarter of 2019 from $308,200, or approximately 72% of gross revenues, in the first quarter of 2018. Licenses, royalties and fees have historically carried a higher gross profit than product and other sales, which generally consist of either supplies or other manufactured products which incorporate our Company’s technologies or equipment used to support the application of its technologies. These items (except for inks which are manufactured by our Company) are generally purchased from third-party vendors and resold to the end-user or licensee and carry a lower gross profit than licenses, royalties and fees.


As the variable component of cost of revenues related to licenses, royalties and fees is a low percentage of these revenues and the fixed component is not substantial, period to period changes in revenues from licenses, royalties and fees can significantly affect both the gross profit from these sources as well as our Company’s overall gross profit. The gross profit from licenses, royalties and fees increased to approximately 87% in the first quarter of 2019 from approximately 86% in the first quarter of 2018.


The gross profit of product and other sales, expressed as a percentage of revenues, is dependent on both the overall sales volumes of product and other sales and on the mix of the specific goods produced and/or sold. Primarily due to lower sales of inks and other products and a favorable product mix in the first quarter of 2019 compared to the first quarter of 2018, there was a lower gross profit from product and other sales of approximately 59% of revenues in the first quarter of 2019 compared to a gross profit of approximately 63% of revenues in the first quarter of 2018.


Research and development expenses of $38,000 in the first quarter of 2019 were comparable to $37,100 in the first quarter of 2018.


Sales and marketing expenses decreased to $68,900 in the first quarter of 2019 from $70,100 in the first quarter of 2018 due primarily to lower commission expense on the lower level of revenues in the first quarter of 2019 compared to the first quarter of 2018.


General and administrative expenses decreased in the first quarter of 2019 to $94,100 compared to $102,700 in the first quarter of 2018 due primarily to lower legal and patent related expenses in the first quarter of 2019 compared to the first quarter of 2018.


Other income (expenses) in the first quarter of 2019 and 2018 included interest on convertible debentures held by nine investors.


Income taxes in the first quarter of 2019 result from limitations placed on income tax net operating loss deductions by the Commonwealth of Pennsylvania.


The lower net income of $85,400 in the first quarter of 2019 compared to $95,800 in the first quarter of 2018 resulted primarily from a lower gross profit on a lower level of revenues in the first quarter of 2019 compared to the first quarter of 2018 and income taxes resulting from a change in Pennsylvania tax law offset in part by lower operating expenses in the first quarter of 2019 compared to the first quarter of 2018.


Plan of Operation, Liquidity and Capital Resources


During the first quarter of 2019, our Company’s cash increased to $544,000 at March 31, 2019 from $400,800 at December 31, 2018. During the first quarter of 2019, our Company generated $143,200 from its operating activities.


During the first quarter of 2019, our Company’s revenues decreased approximately 4% primarily as a result of lower sales of ink to the authorized printers of our Company’s licensees in the entertainment and toy products market offset in part by higher royalty revenues from a licensee in the entertainment and toy products market.




11



 


Our total overhead expenses and our Company’s net interest expense decreased in the first quarter of 2019 compared to the first quarter of 2018 and our Company’s income tax expense increased in the first quarter of 2019 compared to the first quarter of 2018. As a result of these factors, our Company generated net income of $85,400 in the first quarter of 2019 compared to $95,800 in first quarter of 2018. Our Company had positive operating cash flow of $143,200 during the first quarter of 2019. At March 31, 2019, our Company had positive working capital of $893,500 and stockholders’ equity of $2,052,100. For the full year of 2018, our Company had net income of $1,655,400 and had positive operating cash flow of $40,900. At December 31, 2018, our Company had positive working capital of $810,500 and stockholders’ equity of $1,966,700.


Our Company has $128,300 of convertible debentures outstanding that are due during the third quarter of 2019. These borrowings allowed our Company to remain in operation through late 2016 when our Company’s cash flow increased significantly.


Our Company has a $150,000 revolving line of credit with a bank that provides a source of working capital, if required. At March 31, 2019, there were no outstanding borrowings under the line of credit.


We may need to obtain additional capital in the future to support the working capital requirements associated with our existing revenue base and to fund the potential negative impact on our profitability that could occur if our licensees experience significant declines in sales of products utilizing our Company’s technologies. We cannot assure you that we will be successful in obtaining sufficient additional capital, or if we do so, that the additional capital will enable our Company to continue to operate profitably in the future and develop new revenue sources to have a material positive effect on our Company’s operations and cash flow.


We continue to maintain a cost containment program including curtailment, where possible, of discretionary research and development and sales and marketing expenses.


Our plan of operation for the twelve months beginning with the date of this quarterly report consists of concentrating available human and financial resources to continue to capitalize on the specific business relationships our Company has developed in the entertainment and toy products market. This includes two licensees that have been marketing products incorporating our Company’s technologies since 2012. These two licensees maintain a significant presence in the entertainment and toy products market and are well known and highly regarded participants in this market. We anticipate that these two licensees will expand their current offerings that incorporate our technologies and will introduce and market new products that will incorporate our technologies available to them under their license agreements with our Company. We will continue to develop various applications for these licensees. We also plan to expand our licensee base in the entertainment and toy market. We currently have additional licensees marketing or developing products incorporating our technologies in certain geographic and niche markets of the overall entertainment and toy products market.


Our Company maintains its presence in the retail loss prevention market and believes that revenue growth in this market can be achieved through increased security ink sales to its licensees in this market. We will continue to adjust our production and technical staff as necessary and, subject to available financial resources, invest in capital equipment needed to support potential growth in ink production requirements beyond our current capacity. Additionally, we will pursue opportunities to market our current technologies in specific security and non-security markets. There can be no assurances that these efforts will enable our Company to generate additional revenues and positive cash flow.


Our Company has received and continues to seek additional capital, in the form of debt, equity or both, to support our working capital requirements   and to provide funding for other business opportunities. We cannot assure you that we will be successful in raising additional capital, or that such additional capital, if obtained, will enable our Company to generate additional revenues and positive cash flow.


As previously stated, we generate a significant portion of our total revenues from licensees in the entertainment and toy products market. These licensees generally sell their products through retail outlets. In the future, such sales may be adversely affected by changes in consumer spending that may occur as a result of an uncertain economic environment. As a result, our revenues, results of operations and liquidity may be negatively impacted as they were in earlier years.






12



 


Contractual Obligations


As of March 31, 2019, there were no material changes in our contractual obligations from those disclosed in our Annual Report on Form 10-K filed with the SEC on March 29, 2019, other than those appearing in the notes to the financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.


Recently Adopted Accounting Pronouncements


In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) and subsequent related updates. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from operating leases. The Company adopted the standard effective January 1, 2019 under the optional transition method which allows the entity to apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment, if any, to the opening balance of retained earnings in the period of adoption. The standard had a material impact on the balance sheet (see Note 11).


Recently Issued Accounting Pronouncements Not Yet Adopted


As of March 31, 2019, there are no recently issued accounting standards not yet adopted which would have a material effect on our Company’s financial statements.


Off-Balance Sheet Arrangements


Our Company does not have any off-balance sheet arrangements.


Item 4. Controls and Procedures


Evaluation of Disclosure Controls and Procedures. Our Company’s management, with the participation of our Company’s Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of March 31, 2019. Based on this evaluation, our Company’s Principal Executive Officer and Principal Financial Officer concluded that, as of March 31, 2019, our Company’s disclosure controls and procedures were effective, in that they provide reasonable assurance that information required to be disclosed by our Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and is accumulated and communicated to our Company’s management, including our Company’s Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.


Changes in Internal Control Over Financial Reporting. There were no changes in our internal control over financial reporting during the quarter ended March 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.




13



 


PART II - OTHER INFORMATION


Item 6.   Exhibits


The following exhibits are included herein:


Exhibit No.

 

Description of Exhibit

 

Location

3.1

 

Amended and Restated Bylaws

 

Incorporated by reference to the Company’s Form 8-K filed on March 12, 2019

31.1

 

Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, executed by the Principal Executive Officer of the Company.

 

Filed herewith

31.2

 

Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, executed by the Principal Financial Officer of the Company.

 

Filed herewith

32.1

 

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Principal Executive Officer and the Principal Financial Officer of the Company.

 

Filed herewith

101

 

XBRL

 

 






14



 


SIGNATURES


Pursuant to the requirement of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



 

 

NOCOPI TECHNOLOGIES, INC.

 

 

 

DATE: May 14, 2019

 

/s/ Michael A. Feinstein, M.D.

 

 

Michael A. Feinstein, M.D.

 

 

Chairman of the Board, President & Chief Executive Officer

 

 

 

DATE: May 14, 2019

 

/s/ Rudolph A. Lutterschmidt

 

 

Rudolph A. Lutterschmidt

 

 

Vice President & Chief Financial Officer










15



 


EXHIBIT INDEX

 

Exhibit No.

 

Description of Exhibit

 

Location

3.1

 

Amended and Restated Bylaws

 

Incorporated by reference to the Company’s Form 8-K filed on March 12, 2019

31.1

 

Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, executed by the Principal Executive Officer of the Company.

 

Filed herewith

31.2

 

Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, executed by the Principal Financial Officer of the Company.

 

Filed herewith

32.1

 

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Principal Executive Officer and the Principal Financial Officer of the Company.

 

Filed herewith

101

 

XBRL

 

 

   

 

 

 

 








16


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