REFLECT SCIENTIFIC, INC. - Quarter Report: 2012 September (Form 10-Q)

The Company is currently in default on the remainder of its issued and outstanding debentures (See note 4).  The Company has taken and will continue to take actions to reduce operating expenses and increase margins.  The measures taken have reduced the cash used for operations, but will not be sufficient to generate the cash required to retire the remaining debentures. While the Company is working diligently to secure funding to enable it to retire the remaining debenture obligations, there can be no assurance that such funding will be available.  The Company has also accumulated significant operating losses. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

NOTE 4 – DEFAULT ON CONVERTIBLE DEBENTURES

At December 31, 2011, the outstanding indebtedness for the debentures and penalty resulting from forfeiture was $2,925,000. Assuming all remaining debentures were converted, 1,000,000 shares of restricted common stock would be issued.  As a result of the default the debentures bear an 18% interest rate.

In June 2012, management reached agreement with the holders of $1,750,000 in debentures on a plan to settle the debentures held by them that are in default.  The settlement agreement provided that, upon the Company making a cash payment in the amount of $75,000, all indebtedness would be extinguished, which included the principal amount of $1,750,000, default penalties of $525,000 and accrued interest of $1,228,875.  It was also agreed that warrants exercisable for 43,749,999 shares of restricted common stock be extinguished in the settlement agreement. The Company made the $75,000 payment in

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compliance with the settlement agreement on July 10, 2012.  The Company recognized a net gain of $3,428,875 on the settlement agreement, which gain is reported in the financial statements for the three and nine months ended September 30, 2012.  The gain on the settlement represents $0.07 per share for the nine months ended September 30, 2012, basic and diluted.

The holder of the remaining debentures, which include principal of $500,000, default penalty of $150,000 and accrued interest of $397,125 is involved in bankruptcy proceedings in the Cayman Islands and the resolution of those debentures and related liabilities is undetermined.

Warrants were issued with the debentures as a part of the original debenture transaction.  There were 1,923,077 Series A debentures issued with an exercise price of $0.80 per share and 1,023,077 Series B debentures issued with an exercise price of $1,00 per share.  The debentures had an exercise term of five years from the June 29, 2007 date of issue.  None of the debentures were exercised and all issued and outstanding Series A and Series B warrants expired on June 29, 2012.

NOTE 5 – EQUITY TRANSACTIONS

The Company accepted subscriptions totaling $75,000 under a Private Placement Memorandum (“PPM”) to raise the funds to meet the agreed upon settlement described in Note 4.  A total of 937,500 shares of restricted common stock were issued to satisfy the subscription agreements.  All of the shares were subscribed to and issued at $0.08 per share.

The Company issued 84,244 shares of restricted common stock for professional services valued at $5,897, or $0.07 per share.

NOTE 6 – FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, payables and notes payable.  The carrying amount of cash and cash equivalents and payables approximates fair value because of the short-term nature of these items.  The carrying amount of the notes payable approximates fair value as the individual borrowings bear interest at rates that approximate market interest rates for similar debt instruments.

NOTE 7 – RECENT ACCOUNTING PRONOUNCEMENTS

In July 2012 the Financial Accounting Standards Board issued a new accounting standard that simplifies the impairment test for indefinite-lived intangible assets, other than goodwill.  The new guidance gives the option to first assess qualitative factors to determine if it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative valuation test.  The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning on or after September 15, 2012.  The Company will adopt this accounting standard in the fourth quarter of 2012.  It does not anticipate that this adoption will have a significant impact on its financial position, results of operations or cash flow.

The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its consolidated results of operation, financial position and cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its current or future earnings or operations.

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

Special Note Regarding Forward-Looking Statements

This periodic report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the Plan of Operations provided below, including information regarding the Company’s financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive positions, growth opportunities, and the plans and objectives of management. The statements made as part of the Plan of Operations that are not historical facts are hereby identified as "forward-looking statements."

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the unaudited Financial Statements and accompanying notes.  Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates under different assumptions or conditions.  The Company believes there have been no significant changes during the nine month period ended September 30, 2012, to the items disclosed as significant accounting policies in management's Notes to the Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2011.

Plan of Operation and Business Growth

Our Company develops and sells specialty equipment and the related consumable products into life science laboratories, the pharmaceutical industry and the transportation industry.  The following provides an overview of the marketing plans for our commercialized products and the status of products under development.    

Life Science Consumables:

Early in the fourth quarter of 2012, our first ever Life Science Consumables Catalog will be completed and distributed to over 800 distributors around the world.  In addition to consumables, we are highlighting our Life Science Ultra Low Temperature Freezers and UV Detectors in this catalog, enabling us to utilize this group of distributors to expand the sales of these capital equipment products.

Life Science and Medical Instruments:

We are nearing completion on two projects on instruments that we anticipate could have significant impact on our instrument sales.  The instruments are state of the art, competitively priced at $800 to $1,500 each, and could add sales of up to 600 additional instruments during the next 18 months.

Liquid Nitrogen Platform Technology:

CB40 Refrigerated Truck Cooling System

Progress continues to be made on our CB40 refrigerated truck cooling system.  This green technology cooling system provides an environmentally responsible cooling system alternative to trucking companies

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and conforms to new trucking regulations.  Additional benefits to the trucking industry include enabling them to carry more cargo weight while significantly reducing operating costs.  The CB40 will be beta tested during the first quarter of 2013, with an expected product launch date later in that year.  The units will sell for approximately $20,000 each.  There are currently in excess of 350,000 refrigerated trucks in the United States with an additional 35,000 new units produced each year.

T-150 Ultra Low Temperature Freezers

We are currently finalizing a floor plan design for a large pharmaceutical company that has indicated it will be purchasing freezers for their facility.  The anticipated order is expected to be received during the first quarter of 2013.  The freezer units sell for approximately $50,000 each.

Results of Operations

Three Months Ended September 30, 2012 and 2011

Revenues decreased during the three months ended September 30, 2012, to $305,713 from $481,325 for the three months ended September 30, 2011, a decrease of $175,612.  All of the revenues were generated from our specialized laboratory supplies and detector sales.  We are continuing to refine and commercialize the ultra low temperature freezer technologies and our new detectors.  If the Company is successful in its efforts to bring on new distributors and distribution channels through our catalog, it expects to see sales volumes increase by the end of the year.   

With decreased sales during the reporting period, cost of goods decreased in the quarter ending September 30, 2012, as compared to September 30, 2011 to $145,822 from $224,307, a decrease of $78,485. The gross profit percentage for the three month periods ended September 30, 2012 and 2011 was 52.3% and 53.4%, respectively.  While the gross profit percentage will fluctuate, depending on the mix of product sales, we feel our continuing strategy to actively work to obtain more favorable pricing from our current vendors in order to increase the margins realized on our product lines is delivering positive results.  

Our continued focus on operating expenses resulted in a reduction of operating expenses in the current period.  This reduction is the result of cost reduction efforts implemented by management and an ongoing goal to gain additional operating efficiencies.  Operating expenses for the three months ended September 30, 2012 were $278,668, a decrease of $30,939 from the $309,607 in operating expenses recorded for the three month period ended September 30, 2011.  The decrease is primarily attributable to reductions in outside services, building rent, salaries and client relations.  Operating expenses for the remaining reporting period in 2012 are expected to remain close to the expense levels shown for the three month period of this report.

The gain of $3,428,875 realized on the extinguishment of debt provided a net income for the three month

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period ended September 2012 of $3,285,746, a $3,471,906 increase from the net loss of $186,160 loss for the three month period ended September 30, 2011.  While this one-time event generated a net income for the period, management continues to look for opportunities to improve gross margins and reduce ongoing operating expenses in order to achieve profitability.

The net income for the three months ended September 30, 2012 was $0.07 per share.  The net loss for the three months ended September 30, 2011 was also $0.01 per share.

Nine Months Ended September 30, 2012 and 2011

Revenues decreased during the nine months ended September 30, 2012, to $988,427 from $1,562,737 for the nine months ended September 30, 2011, a decrease of $574,310.  The decrease in revenue is in large part due to the loss of a major distributor in 2012.  All of the revenues during both 2012 and 2011 were generated from our specialized laboratory supplies and detector sales, as we are continuing to refine and commercialize the ultra low temperature freezer technologies.  It is not expected that the revenue shortfall for the first nine months will be reversed or be made up during the final three months of 2012; therefore sales for the year 2012 will end lower than the 2011 sales.  

With decreased sales during the reporting period, cost of goods decreased in the nine months ended September 30, 2012, as compared to September 30, 2011 to $481,811 from $780,119, a decrease of $298,308. The gross profit percentage increased to 51.3% for the nine months ended September 30, 2012, compared to 50.1% for the nine months ended September 30, 2011.  While the gross profit percentage is dependent on the mix of product sales, we continue to actively work to obtain more favorable pricing from our vendors in order to increase the margins realized on our product lines.  

Our focus on reducing operating expenses continues to deliver positive results, as a significant reduction of operating expenses is evidenced in the periods being compared.  This reduction is the result of cost reduction efforts implemented by management and our ongoing objective is to gain additional operating efficiencies.  Operating expenses for the nine months ended September 30, 2012 were $831,071, a decrease of $319,632 from the $1,150,703 in operating expenses recorded for the nine month period ended September 30, 2011.  The decrease results primarily reductions in stock-based compensation, investor relations, building rent and consulting fees.  Operating expenses for the remaining reporting period in 2012 are expected to remain close to the expense levels shown for the three month period reported above.

The gain realized on the extinguishment of debt provided net income of $2,813,447 for the nine month period ended September 30, 2012, a $3,582,395 improvement from the $768,948 loss for the nine month period ended September 30, 2011.  Management will continue to look for opportunities to improve gross margins and reduce ongoing operating expenses in order to sustain profitability.

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The net income per share for the nine months ended September 30, 2012 was $0.06, basic and diluted. The net loss per share for the nine months ended September 30, 2011 was $0.02 per share, basic and diluted.

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Seasonality and Cyclicality

We do not believe our business is cyclical.

Liquidity and Capital Resources

Our cash resources at September 30, 2012, were $228,758, with accounts receivable of $144,499 and inventory of $378,895, both net of provisions. To date we have relied on revenues and sales of equity and debt securities for our cash resources. Our working capital deficit on September 30, 2012, was $486,027, due primarily to the $650,000 in outstanding debentures and $397,125 in accrued interest on those debentures.  Working capital on December 31, 2011 was a deficit of $3,596,125.  During this reporting period management was able to obtain the $75,000 of financing required to retire $3,503,875 of the liabilities relating to the outstanding debentures.  Additional funding will be required to commercialize the low temperature freezer and refrigeration technology.  There can be no assurance that funds will be available, or that terms of available funds will be acceptable to the Company.  The inability of the Company to obtain funding at acceptable terms could negatively impact its ability to execute its business plan.

For the nine month period ended September 30, 2012, net cash used for operating activities was $125,025 which compares to $102,779 of net cash provided from operations nine month period ended September 30, 2011.  

Off-Balance Sheet Arrangements

We lease office and warehouse space under a non-cancelable operating lease in Utah.  Future minimum lease payments under the operating lease at September 30, 2012 are $80,600 for that facility.  In addition, we have automobile leases with future minimum lease payments of $5,895.

Forward-looking Statements

The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe harbor for forward-looking statements made by or on behalf of our Company. Our Company and our representatives may from time to time make written or oral statements that are “forward-looking,” including statements contained in this Annual Report and other filings with the Securities and Exchange Commission and in reports to our Company’s stockholders. Management believes that all statements that express expectations and projections with respect to future matters, as well as from developments beyond our Company’s control including changes in global economic conditions are forward-looking statements within the meaning of the Act. These statements are made on the basis of management’s views and assumptions, as of the time the statements are made, regarding future events and business performance. There can be no assurance, however, that management’s expectations will necessarily come to pass. Factors that may affect forward- looking statements include a wide range of factors that could materially affect future developments and performance, including the following:

Changes in Company-wide strategies, which may result in changes in the types or mix of businesses in which our Company is involved or chooses to invest; changes in U.S., global or regional economic conditions, changes in U.S. and global financial and equity markets, including significant interest rate fluctuations, which may impede our Company’s access to, or increase the cost of, external financing for our operations and investments; increased competitive pressures, both domestically and internationally, legal and regulatory developments, such as regulatory actions affecting environmental activities, the imposition by foreign countries of trade restrictions and changes in international tax laws or currency

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controls; adverse weather conditions or natural disasters, such as hurricanes and earthquakes, labor disputes, which may lead to increased costs or disruption of operations.

This list of factors that may affect future performance and the accuracy of forward-looking statements are illustrative, but by no means exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

Item 3.  Quantitative and Qualitative Disclosure about Market Risk

Not required

Item 4.  Controls and Procedures

The Company maintains (a) 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, (the “Exchange Act”)), and (b) internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective.

There have not been any changes in the Company’s internal control over financial reporting during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings

On October 16, 2009, the Company filed a complaint in the Third District Court in the State of Utah in which it seeks the return of the stock issued for the acquisition of Cryomastor.  The action alleges misrepresentation and, in addition to the return of the stock, seeks monetary damages.

In December 2011 the case was submitted to arbitration and a settlement agreement was reached.  As a part of the settlement two patents were assigned to the Company, the royalty agreement was terminated and agreement was reached on the return of stock issued as a part of the acquisition of Cryomastor.  As of the date of this filing, the defendant has assigned the patents but has not submitted the stock agreed upon and is thus in breach of the terms of the settlement agreement.  Notice of such breach has been sent.

ITEM 2.  Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

We accepted subscriptions totaling $75,000 under a Private Placement Memorandum (“PPM”) to raise the funds to meet the agreed upon settlement described in Note 4 to the financial statements.  A total of 937,500 shares of restricted common stock were issued to satisfy the subscription agreements.  

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The Company issued 84,244 shares of restricted common stock for professional services valued at $5,897, or $0.07 per share.

Use of Proceeds of Registered Securities

None; not applicable.

Purchases of Equity Securities by Us and Affiliated Purchasers

During the nine months ended September 30, 2012, we have not purchased any equity securities nor have any officers or directors of the Company.

ITEM 3.  Defaults Upon Senior Securities

In June 2012, management reached agreement with the holders of $1,750,000 in debentures on a plan to settle the debentures held by them that are in default.  The settlement agreement provided that, upon the Company making a cash payment in the amount of $75,000, all indebtedness would be extinguished, which included the principal amount of $1,750,000, default penalties of $525,000 and accrued interest of $1,228,875.  It was also agreed that warrants exercisable for 43,749,999 shares of restricted common stock be extinguished in the settlement agreement. We made the $75,000 payment in compliance with the settlement agreement on July 10, 2012.  We recognized a net gain of $3,428,875 on the settlement agreement, which gain is reported in the financial statements for the three and nine months ended September 30, 2012.

The holder of the remaining debentures, which include principal of $500,000, default penalty of $150,000 and accrued interest of $397,125 is involved in bankruptcy proceedings in the Cayman Islands and the resolution of those debentures and related liabilities is undetermined.

ITEM 4.  Mine Safety Disclosure

Not applicable.

ITEM 5.  Other Information.

None

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ITEM 6.  Exhibits

(a)

Exhibits.

Exhibits

Additional Exhibits Incorporated by Reference