UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 26, 2011
NANOPHASE TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
0-22333 |
36-3687863 |
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1319 Marquette Drive, Romeoville, Illinois |
60446 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (630) 771-6700
________________________________________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | ||
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On October 26, 2011 the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1. Press release dated October 26, 2011
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NANOPHASE TECHNOLOGIES CORPORATION
(Registrant) |
||
October 26, 2011
(Date) |
/s/ FRANK CESARIO
FRANK CESARIO Chief Financial Officer |
Exhibit Index | ||
99.1 | Press release dated October 26, 2011 |
EXHIBIT 99.1
ROMEOVILLE, Ill., Oct. 26, 2011 (GLOBE NEWSWIRE) -- Nanophase Technologies Corporation (Nasdaq:NANX), a technology leader in nanomaterials and advanced nanoengineered products, today reported financial results for the third quarter and nine-month period ended September 30, 2011.
Nanophase CEO and President Jess Jankowski commented, "We are pleased to have maintained momentum in the third quarter with increases in revenue and an improved bottom line when compared to the third quarter of 2010, despite the presence of broad industry headwinds. Our growth is a direct result of increased product sales into markets with little or no seasonality. This includes polishing products for the electronics industry and scratch resistant additives used in coatings for cell phones and computers to graphics for art packaging and magazine covers. Growth in non-seasonal markets will balance and support our traditionally strong personal care and exterior coatings products, which have significant seasonality as they are mainly sold in North America," added Jankowski.
Third Quarter 2011
Nine months ended September 30, 2011
Renegotiation of several of our once-exclusive agreements has given us the freedom to explore additional markets more aggressively. "We continue to introduce and demonstrate the benefits and strength of our technology and products through extensive direct customer contact and at industry conferences. We continue to listen to our customers and provide competitively priced, innovative products to specifically chosen markets with unmet needs. While the economy is sluggish and many research and development departments teams are taking a 'wait and see' attitude, we are successfully moving new customer activities forward. The movement of these projects through the testing and design phases and into customer's hands is significant to our future revenue growth and breakeven strategy."
The ongoing export limitations and related price increase for rare earth materials, a classification that includes the cerium oxide used in the Company's polishing applications, is an area of increased focus for management. Recognizing that it represents a risk to polishing revenue, the Company, in partnership with its customers and suppliers is managing the problem. While the market for the Company's polishing product is currently impacted by the cost and availability of raw materials, it should be noted that this is only one component of Nanophase's business and it remains a profitable one.
Shareholders and members of the financial community are encouraged to participate in the upcoming conference call, where Mr. Jankowski will discuss the company's current and long-term prospects.
Third Quarter 2011 Conference Call
Nanophase has scheduled its quarterly conference call for October 27, 2011, at 10:00 a.m. CDT (11:00 a.m. EDT). The call will be hosted by Jess Jankowski, president and CEO. To participate in the conference call, dial 877-312-8776 (for international callers dial 408-774-4007). The conference ID is 18679133. A webcast of the call may be accessed at the company's website, at www.nanophase.com, by clicking on the link under News Center and Calendar of Events.
Use of Non-GAAP Financial Information
Nanophase believes that the presentation of results excluding certain items, such as non-cash equity compensation charges, provides meaningful supplemental information to both management and investors, facilitating the evaluation of performance across reporting periods. The Company uses these non-GAAP measures for internal planning and reporting purposes. These non-GAAP measures are not in accordance with, or an alternative for, generally accepted accounting principles and may be different from non-GAAP measures used by other companies. The presentation of this additional information is not meant to be considered in isolation or as a substitute for net income or net income per share prepared in accordance with generally accepted accounting principles.
About Nanophase Technologies
Nanophase Technologies Corporation (NANX), www.nanophase.com, is a leader in nanomaterials technologies and provides nanoengineered solutions for multiple industrial product applications. Using a platform of patented and proprietary integrated nanomaterial technologies, the Company creates products with unique performance attributes from two ISO 9001:2008 and ISO 14001 facilities. Nanophase delivers commercial quantity and quality nanoparticles, coated nanoparticles, and nanoparticle dispersions in a variety of media.
Forward-Looking Statements
This press release contains words such as "expects," "shall," "will,", "believes," and similar expressions that are intended to identify forward-looking statements within the meaning of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Such statements in this announcement are made based on the Company's current beliefs, known events and circumstances at the time of publication, and as such, are subject in the future to unforeseen risks and uncertainties that could cause the Company's results of operations, performance and achievements to differ materially from current expectations expressed in, or implied by, these forward-looking statements. These risks and uncertainties include, without limitation, the following: a decision by a customer to cancel a purchase order or supply agreement in light of the Company's dependence on a limited number of key customers; uncertain demand for, and acceptance of, the Company's nanocrystalline materials; the Company's manufacturing capacity and product mix flexibility in light of customer demand; the Company's limited marketing experience; changes in development and distribution relationships; the impact of competitive products and technologies; the Company's dependence on patents and protection of proprietary information; the resolution of litigation in which the Company may become involved; the ability of the Company to maintain a listing on an appropriate stock exchange; and other factors described in the Company's Form 10-K filed March 22, 2011. In addition, the Company's forward-looking statements could be affected by general industry and market conditions and growth rates. Except as required by federal securities laws, the Company undertakes no obligation to update or revise these forward-looking statements to reflect new events, uncertainties or other contingencies.
NANOPHASE TECHNOLOGIES CORPORATION | ||
BALANCE SHEETS | ||
ASSETS |
September 30, 2011 (Unaudited) |
December 31, 2010 |
Current assets: | ||
Cash and cash equivalents | $ 3,316,440 | $ 5,744,322 |
Investments | 30,000 | 30,000 |
Trade accounts receivable, less allowance for doubtful accounts of $6,000 and $3,000 on September 30, 2011 and December 31, 2010, respectively | 1,092,319 | 765,250 |
Other receivable | 91,120 | 14,260 |
Inventories, net | 1,685,023 | 1,825,882 |
Prepaid expenses and other current assets | 420,209 | 346,926 |
Total current assets | 6,635,111 | 8,726,640 |
Equipment and leasehold improvements, net | 3,963,091 | 4,721,672 |
Other assets, net | 32,941 | 34,799 |
$ 10,631,143 | $ 13,483,111 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Current liabilities: | ||
Current portion of capital lease obligations | -- | 748 |
Accounts payable | 549,952 | 918,527 |
Accrued expenses | 459,269 | 1,047,509 |
Accrued discount liabilities | 171,560 | 296,235 |
Total current liabilities | 1,180,781 | 2,263,019 |
Long-term deferred rent | 644,434 | 635,523 |
Asset retirement obligation | 146,692 | 141,407 |
791,126 | 776,930 | |
Contingent liabilities: | -- | -- |
Stockholders' equity: | ||
Preferred stock, $.01 par value, 24,088 shares authorized and no shares issued and outstanding | -- | -- |
Common stock, $.01 par value, 35,000,000 shares authorized; 21,208,162 and 21,204,162 shares issued and outstanding on September 30, 2011 and December 31, 2010, respectively | 212,082 | 212,042 |
Additional paid-in capital | 92,984,042 | 92,674,786 |
Accumulated deficit | (84,536,888) | (82,443,666) |
Total stockholders' equity | 8,659,236 | 10,443,162 |
$ 10,631,143 | $ 13,483,111 |
NANOPHASE TECHNOLOGIES CORPORATION | ||||
STATEMENTS OF OPERATIONS | ||||
(Unaudited) | ||||
Three months ended September 30, |
Nine months ended September 30, |
|||
2011 | 2010 | 2011 | 2010 | |
Revenue: | ||||
Product revenue, net | $ 2,164,697 | $ 1,925,320 | $ 7,706,487 | $ 7,100,265 |
Other revenue | 78,217 | 150,894 | 245,321 | 315,921 |
Total revenue | 2,242,914 | 2,076,214 | 7,951,808 | 7,416,186 |
Operating expense: | ||||
Cost of revenue | 1,894,001 | 1,602,438 | 5,699,089 | 5,258,246 |
Gross profit | 348,913 | 473,776 | 2,252,719 | 2,157,940 |
Research and development expense | 421,597 | 388,231 | 1,282,618 | 1,178,306 |
Selling, general and administrative expense | 935,857 | 973,182 | 3,063,446 | 3,157,824 |
Agreement termination charges | -- | 700,000 | -- | 700,000 |
Loss from operations | (1,008,541) | (1,587,637) | (2,093,345) | (2,878,190) |
Interest income | 591 | 3,580 | 3,929 | 19,844 |
Interest expense | (1,965) | (515) | (3,763) | (1,768) |
Other, net | -- | 52 | (43) | 3,514 |
Loss before provision for income taxes | (1,009,915) | (1,584,520) | (2,093,222) | (2,856,600) |
Provision for income taxes | -- | -- | -- | -- |
Net loss | $ (1,009,915) | $ (1,584,520) | $ (2,093,222) | $ (2,856,600) |
Net loss per share- basic and diluted | $ (0.05) | $ (0.07) | $ (0.10) | $ (0.13) |
Weighted average number of common shares outstanding | 21,207,597 | 21,204,162 | 21,205,320 | 21,204,162 |
NANOPHASE TECHNOLOGIES CORPORATION | ||||
STATEMENTS OF OPERATIONS - EXPANDED SCHEDULE | ||||
(Unaudited) | ||||
Three months ended September 30, |
Nine months ended September 30, |
|||
2011 | 2010 | 2011 | 2010 | |
Revenue: | ||||
Product revenue, net | $ 2,164,697 | $ 1,925,320 | $ 7,706,487 | $ 7,100,265 |
Other revenue | 78,217 | 150,894 | 245,321 | 315,921 |
Total revenue | 2,242,914 | 2,076,214 | 7,951,808 | 7,416,186 |
Operating expense: | ||||
Cost of revenue detail: | ||||
Depreciation | 223,219 | 221,463 | 668,564 | 668,943 |
Non-Cash equity compensation | 8,619 | 15,169 | 31,887 | 41,151 |
Other costs of revenue | 1,662,163 | 1,365,806 | 4,998,638 | 4,548,152 |
Cost of revenue | 1,894,001 | 1,602,438 | 5,699,089 | 5,258,246 |
Gross profit | 348,913 | 473,776 | 2,252,719 | 2,157,940 |
Research and development expense detail: | ||||
Depreciation | 36,108 | 35,706 | 108,052 | 125,859 |
Non-Cash equity compensation | 22,092 | 28,531 | 70,320 | 75,638 |
Other research and development expense | 363,397 | 323,994 | 1,104,246 | 976,809 |
Research and development expense | 421,597 | 388,231 | 1,282,618 | 1,178,306 |
Selling, general and administrative expense detail: | ||||
Depreciation and amortization | 22,116 | 24,615 | 68,591 | 74,148 |
Non-Cash equity compensation | 19,677 | 75,038 | 149,311 | 244,790 |
Other selling, general and administrative expense | 894,064 | 873,529 | 2,845,544 | 2,838,886 |
Selling, general and administrative expense | 935,857 | 973,182 | 3,063,446 | 3,157,824 |
Agreement termination charges | -- | 700,000 | -- | 700,000 |
Loss from operations | (1,008,541) | (1,587,637) | (2,093,345) | (2,878,190) |
Interest income | 591 | 3,580 | 3,929 | 19,844 |
Interest expense | (1,965) | (515) | (3,763) | (1,768) |
Other, net | -- | 52 | (43) | 3,514 |
Loss before provision for income taxes | (1,009,915) | (1,584,520) | (2,093,222) | (2,856,600) |
Provision for income taxes | -- | -- | -- | -- |
Net loss | $ (1,009,915) | $ (1,584,520) | $ (2,093,222) | $ (2,856,600) |
Non-GAAP Disclosure (see note regarding Non-GAAP disclosures): | ||||
Addback Interest, net | 1,374 | (3,065) | (166) | (18,076) |
Addback Depreciation/Amortization | 281,443 | 281,784 | 845,207 | 868,950 |
Addback Non-Cash Equity Compensation | 50,388 | 118,738 | 251,518 | 361,579 |
Adjusted EBITDA | $ (676,710) | $ (1,187,063) | $ (996,663) | $ (1,644,147) |
CONTACT: Nancy Baldwin Investor Relations 630-771-6708