Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-131605
PROSPECTUS
SUPPLEMENT
Number
9
to
Prospectus
dated April 4, 2006, Prospectus Supplement dated May 15, 2006, Prospectus
Supplement dated August 3, 2006, Prospectus Supplement dated November 3, 2006,
Prospectus Supplement dated March 15, 2007, Post-effective Amendment dated
May
1, 2007, Prospectus Supplement dated May 9, 2007, Post-effective Amendment
dated
July 18, 2007, Post-effective Amendment dated July 20, 2007, Post-effective
Amendment dated August 3, 2007, Post-effective Amendment dated August 29, 2007,
Prospectus Supplement dated November 13, 2007, Post effective Amendment dated
April 24, 2008, Prospectus Supplement dated May 8. 2008 and Prospectus
Supplement dated August 7, 2008
of
SCI
ENGINEERED MATERIALS, INC.
2,281,253
Shares of Common Stock
This
Prospectus Supplement relates to the sale of up to 2,281,253 shares of SCI
Engineered Materials, Inc. common stock (the “Shares”). The Shares are being
registered to permit public secondary trading of the shares that are being
offered by the selling shareholders named in the prospectus. We are not selling
any of the Shares in this offering and therefore will not receive any proceeds
from this offering.
This
Prospectus Supplement No. 9 includes the attached Quarterly Report on Form
10-Q
(the “Form 10-Q”) of SCI Engineered Materials, Inc. (the “Company”), for the
three months ended September 30, 2008, filed by the Company with the Securities
and Exchange Commission on November 5, 2008. The exhibits to the Form 10-Q
are
not included with this Prospectus Supplement No. 9 and are not incorporated
by
reference herein. This Prospectus Supplement No. 9 should be read in conjunction
with the prospectus supplement No. 1 dated May 15, 2006, the prospectus
supplement No. 2 dated August 3, 2006, the prospectus supplement No. 3 dated
November 3, 2006, the prospectus supplement No. 4 dated March 15, 2007, the
post-effective amendment dated May 1, 2007, the prospectus supplement No. 5
dated May 9, 2007, the post-effective amendment No. 2 dated July 18, 2007,
the
post-effective amendment No. 3 dated July 20, 2007, the post-effective amendment
No. 4 dated August 3, 2007, the post-effective amendment No. 5 dated August
29,
2007, the prospectus supplement No. 6 dated November 13, 2007, the
post-effective amendment No. 6 dated April 24, 2008, the prospectus supplement
No. 7 dated May 8, 2008 and the prospectus supplement No. 8 dated August 7,
2008.
Our
common stock is traded on the Over-the-Counter Bulletin Board under the symbol
“SCIA.”
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY
IS A
CRIMINAL OFFENSE.
The
date
of this Prospectus Supplement No. 9 is November 6, 2008.
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
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x
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE
ACT OF 1934
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For
the quarterly period ended September 30, 2008
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or
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¨
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE
ACT OF 1934
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For the transition period from
to
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Commission
file number:
0-31641
SCI
ENGINEERED MATERIALS, INC.
(Exact
name of small business issuer as specified in its charter)
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Ohio
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31-1210318
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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2839
Charter Street, Columbus, Ohio 43228
(Address
of principal executive offices) (Zip Code)
(614)
486-0261
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name, former address and former fiscal year, if changed since last
report)
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
x
No
¨
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
x
Indicate
by check mark whether the registrant is a shell company (as defined in
Rule
12b-2 of the Exchange Act). Yes
¨
No
x
3,560,259
shares of Common Stock, without par value, were outstanding at October
30,
2008.
FORM
10-Q
SCI
ENGINEERED MATERIALS, INC.
Table
of Contents
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Page No.
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PART I. FINANCIAL INFORMATION
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Item 1.
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Financial Statements.
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Balance Sheets as of September 30, 2008 (unaudited)
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and December 31, 2007
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3
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Statements of Operations for the Three Months and Nine Months
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Ended September 30, 2008 and 2007 (unaudited)
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5
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Statements of Cash Flows for the Nine Months
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Ended September 30, 2008 and 2007 (unaudited)
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6
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Notes to Financial Statements (unaudited)
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8
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Item 2.
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Management's Discussion and Analysis of Financial Condition and
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Results of Operations.
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14
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk.
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N/A
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Item 4.
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Controls and Procedures.
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20
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PART II. OTHER INFORMATION
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Item 1.
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Legal Proceedings.
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N/A
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Item 1A.
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Risk Factors
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N/A
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds.
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N/A
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Item 3.
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Defaults Upon Senior Securities.
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N/A
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Item 4.
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Submission of Matters to a Vote of Security Holders.
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N/A
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Item 5.
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Other Information.
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N/A
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Item 6.
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Exhibits.
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21
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Signatures.
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21
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PART
I. FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
SCI
ENGINEERED MATERIALS, INC.
BALANCE
SHEETS
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September 30,
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December 31,
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2008
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2007
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(UNAUDITED)
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CURRENT
ASSETS
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Cash
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$
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906,409
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$
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1,182,086
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Accounts
receivable
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Trade,
less allowance for doubtful accounts of $24,700
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605,061
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219,222
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Contract
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78,137
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65,954
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Other
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-
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550
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Inventories
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1,513,458
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756,999
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Prepaid
expenses
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180,241
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21,148
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Total
current assets
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3,283,306
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2,245,959
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PROPERTY
AND EQUIPMENT,
AT COST
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Machinery
and equipment
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4,198,407
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3,386,778
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Furniture
and fixtures
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105,089
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74,222
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Leasehold
improvements
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313,951
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301,551
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Construction
in progress
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17,535
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599,753
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4,634,982
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4,362,304
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Less
accumulated depreciation
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(2,380,180
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)
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(2,185,277
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)
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2,254,802
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2,177,027
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OTHER
ASSETS
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Deposits
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27,530
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18,639
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Intangibles
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34,850
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29,202
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Total
other assets
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62,380
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47,841
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TOTAL
ASSETS
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$
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5,600,488
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$
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4,470,827
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The
accompanying notes are an integral part of these financial
statements.
SCI
ENGINEERED MATERIALS, INC.
BALANCE
SHEETS
LIABILITIES
AND SHAREHOLDERS' EQUITY
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September 30,
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December 31,
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2008
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2007
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(UNAUDITED)
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CURRENT
LIABILITIES
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Capital
lease obligation, current portion
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$
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272,530
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$
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259,714
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Accounts
payable
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231,475
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160,468
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Accrued
contract expenses
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39,892
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47,702
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Customer
deposits
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806,618
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19,483
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Accrued
compensation
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83,941
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138,190
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Accrued
expenses and other
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100,861
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100,184
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Note
payable, current portion
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5,077
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-
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Total
current liabilities
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1,540,394
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725,741
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LONG
TERM LIABILITIES
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Capital
lease obligation, net of current portion
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628,649
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846,433
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Note
payable, net of current portion
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394,923
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-
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Total
long term liabilities
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1,023,572
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846,433
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