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) July 31, 2013
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 July 31, 2013 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 July 31, 2013
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NANOPHASE TECHNOLOGIES CORPORATION
(Registrant) |
||
July 31, 2013
(Date) |
/s/ FRANK CESARIO
FRANK CESARIO Chief Financial Officer |
Exhibit Index | ||
99.1 | Press release dated July 31, 2013 |
EXHIBIT 99.1
ROMEOVILLE, Ill., July 31, 2013 (GLOBE NEWSWIRE) -- Nanophase Technologies Corporation (OTCQB:NANX), a technology leader in nanomaterials and advanced nanoengineered products, today reported financial results for the second quarter and six month periods ended June 30, 2013.
Nanophase CEO and President Jess Jankowski commented, "We are ahead of last year just as we are taking our two new energy-related products to the commercial space for the first time. Our performance has been well-controlled – we have continued to develop existing markets and launched an entirely different type of business proposition without allowing one to get in the way of the other. We continue to balance immediate performance improvement with longer-term expansion activities."
Second Quarter 2013 Financial Highlights
Six months ended June 30, 2013 Financial Highlights
Jankowski continued, "While we have been cautious in sharing many details surrounding our new applications, we have advanced to the point where I'm comfortable sharing that the energy storage application is indeed a battery application. We see other areas in this broad segment where we may add value, but the first is currently being rolled out to potential customers and has a clear value proposition. It's too early for us to talk further about the commercial impact of this effort, but I look forward to being able to share more information about the battery product offering and our other energy related product offerings as we continue down the commercial path."
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.
Second Quarter 2013 Conference Call
The Nanophase conference call, to be hosted by Jess Jankowski, the Company's President & CEO, is scheduled for August 1, 2013, at 10:00 a.m. CDT, 11:00 a.m. EDT. The conference call dial-in number for U.S. callers is 877-312-8776 and for international callers is 408-774-4007. The conference ID is 20001624. Please dial in to the conference at least five minutes before the call is scheduled to begin.
The call may also be accessed through the company's website, at www.nanophase.com, by clicking on the link under News Center and Calendar of Events to listen to a webcast of the event.
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 impact of any potential new government regulations that could be difficult to respond to or too costly to comply with while remaining financially viable; the ability of the Company to maintain an appropriate electronic trading venue; and other factors described in the Company's Form 10-K filed March 29, 2013. 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 | ||
June 30, | ||
2013 | December 31, | |
(Unaudited) | 2012 | |
ASSETS | ||
Current assets: | ||
Cash and cash equivalents | $ 3,161,155 | $ 4,124,234 |
Investments | 30,000 | 30,000 |
Trade accounts receivable, less allowance for doubtful accounts of $6,000 on June 30, 2013 and December 31, 2012 | 1,598,782 | 1,031,405 |
Other receivable | 2,002 | 27,167 |
Inventories, net | 903,298 | 1,138,482 |
Prepaid expenses and other current assets | 282,238 | 240,870 |
Total current assets | 5,977,475 | 6,592,158 |
Equipment and leasehold improvements, net | 2,681,242 | 3,027,671 |
Other assets, net | 28,595 | 29,829 |
$ 8,687,312 | $ 9,649,658 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Current liabilities: | ||
Current portion of capital lease obligations | 29,596 | 34,526 |
Accounts payable | 530,609 | 680,452 |
Accrued expenses | 506,631 | 484,460 |
Total current liabilities | 1,066,836 | 1,199,438 |
Long-term portion of capital lease obligations | 26,083 | 62,755 |
Long-term deferred rent | 634,640 | 636,628 |
Asset retirement obligation | 156,902 | 153,967 |
Total long-term liabilities | 817,625 | 853,350 |
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; 28,468,162 and 28,458, 162 shares issued and outstanding on June 30, 2013 and | ||
December 31, 2012, respectively | 284,682 | 284,582 |
Additional paid-in capital | 95,653,720 | 95,512,065 |
Accumulated deficit | (89,135,551) | (88,199,777) |
Total stockholders' equity | 6,802,851 | 7,596,870 |
$ 8,687,312 | $ 9,649,658 | |
NANOPHASE TECHNOLOGIES CORPORATION | ||||
STATEMENTS OF OPERATIONS | ||||
(Unaudited) | ||||
Three months ended | Six months ended | |||
June 30, | June 30, | |||
2013 | 2012 | 2013 | 2012 | |
Revenue: | ||||
Product revenue, net | $ 2,677,493 | $ 2,702,682 | $ 5,653,214 | $ 5,032,975 |
Other revenue | 5,618 | 80,111 | 9,250 | 159,156 |
Net revenue | 2,683,111 | 2,782,793 | 5,662,464 | 5,192,131 |
Operating expense: | ||||
Cost of revenue | 1,834,086 | 1,932,368 | 3,907,184 | 3,778,019 |
Gross profit | 849,025 | 850,425 | 1,755,280 | 1,414,112 |
Research and development expense | 453,091 | 414,051 | 881,821 | 813,665 |
Selling, general and administrative expense | 857,284 | 812,850 | 1,817,952 | 1,757,165 |
Loss from operations | (461,350) | (376,476) | (944,493) | (1,156,718) |
Interest income | 427 | -- | 744 | -- |
Interest expense | (1,771) | (1,932) | (9,125) | (3,037) |
Other, net | 11,100 | (26) | 17,100 | 7,199 |
Loss before provision for income taxes | (451,594) | (378,434) | (935,774) | (1,152,556) |
Provision for income taxes | -- | -- | -- | -- |
Net loss | $ (451,594) | $ (378,434) | $ (935,774) | $ (1,152,556) |
Net loss per share- basic and diluted | $ (0.02) | $ (0.02) | $ (0.03) | $ (0.05) |
Weighted average number of basic and diluted common shares outstanding | 28,468,162 | 21,208,162 | 28,467,444 | 21,208,162 |
NANOPHASE TECHNOLOGIES CORPORATION | ||||
STATEMENTS OF OPERATIONS - EXPANDED SCHEDULE | ||||
(Unaudited) | ||||
Three months ended | Six months ended | |||
June 30, | June 30, | |||
2013 | 2012 | 2013 | 2012 | |
Revenue: | ||||
Product revenue, net | $ 2,677,493 | $ 2,702,682 | $ 5,653,214 | $ 5,032,975 |
Other revenue | 5,618 | 80,111 | 9,250 | 159,156 |
Net revenue | 2,683,111 | 2,782,793 | 5,662,464 | 5,192,131 |
Operating expense: | ||||
Cost of revenue detail: | ||||
Depreciation | 179,901 | 197,714 | 359,633 | 398,394 |
Non-Cash equity compensation | 7,603 | 8,894 | 15,200 | 17,383 |
Other costs of revenue | 1,646,582 | 1,725,760 | 3,532,351 | 3,362,242 |
Cost of revenue | 1,834,086 | 1,932,368 | 3,907,184 | 3,778,019 |
Gross profit | 849,025 | 850,425 | 1,755,280 | 1,414,112 |
Research and development expense detail: | ||||
Depreciation | 31,503 | 33,755 | 64,581 | 66,350 |
Non-Cash equity compensation | 20,996 | 22,782 | 42,170 | 44,539 |
Other research and development expense | 400,592 | 357,514 | 775,070 | 702,776 |
Research and development expense | 453,091 | 414,051 | 881,821 | 813,665 |
Selling, general and administrative expense detail: | ||||
Depreciation and amortization | 13,429 | 20,622 | 26,844 | 41,059 |
Non-Cash equity compensation | 43,374 | 45,915 | 91,605 | 98,076 |
Other selling, general and administrative expense | 800,481 | 746,313 | 1,699,503 | 1,618,030 |
Selling, general and administrative expense | 857,284 | 812,850 | 1,817,952 | 1,757,165 |
Loss from operations | (461,350) | (376,476) | (944,493) | (1,156,718) |
Interest income | 427 | -- | 744 | -- |
Interest expense | (1,771) | (1,932) | (9,125) | (3,037) |
Other, net | 11,100 | (26) | 17,100 | 7,199 |
Loss before provision for income taxes | (451,594) | (378,434) | (935,774) | (1,152,556) |
Provision for income taxes | -- | -- | -- | -- |
Net loss | $ (451,594) | $ (378,434) | $ (935,774) | $ (1,152,556) |
Non-GAAP Disclosure (see note regarding Non-GAAP disclosures): | ||||
Addback Interest, net | 1,344 | 1,932 | 8,381 | 3,037 |
Addback Depreciation/Amortization | 224,833 | 252,091 | 451,058 | 505,803 |
Addback Non-Cash Equity Compensation | 71,973 | 77,591 | 148,975 | 159,998 |
Adjusted EBITDA | $ (153,444) | $ (46,820) | $ (327,360) | $ (483,718) |
CONTACT: COMPANY CONTACT Nancy Baldwin Investor Relations 630-771-6708