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): May 3, 2018
NANOPHASE TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Charter)
| DELAWARE | 0-22333 | 36-3687863 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 1319 Marquette Drive, Romeoville, Illinois 60446 |
| (Address of Principal Executive Offices) (Zip Code) |
(630) 771-6700
(Registrant's telephone number, including area code)
(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)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ ]
If an emerging growth company, indicate by check mark 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 Exchange Act. [ ]
Item 2.02. Results of Operations and Financial Condition.
On May 3, 2018, 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 May 3, 2018
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 | ||
| Date: May 3, 2018 | By: | /s/ Jess Jankowski |
| Jess Jankowski | ||
| President and CEO | ||
EXHIBIT 99.1
Nanophase Reports First Quarter 2018 Financial Results
The company’s financial conference call is scheduled for May 4, 2018 at 11am EDT
ROMEOVILLE, Ill., May 03, 2018 (GLOBE NEWSWIRE) -- Nanophase Technologies Corporation (OTCQB:NANX), a leader in specialty materials and skin protection technologies, today reported financial results for the first quarter ended March 31, 2018.
“Following a record revenue year in 2017, we have visibility toward an excellent first half of 2018. As of May 1st, we had our second of three expected Q2 Solésence product launches, with a third expected by quarter end,” commented Nanophase CEO and President Jess Jankowski.
“Our first quarter results do not reflect the growth and progress we continue to build upon from last year. A combination of timing, product mix, and the inefficiencies relating to ramping up for our first Solésence product launches have depressed our Q1 results. This resulted in lower revenue and higher costs being realized than we expected in Q1,” he added.
First Quarter 2018 Financial Highlights
Mr. Jankowski continued, “We expect growing Q2 volume from our advanced materials business, as well as six-figure revenue from the launches of our first finished products through our Solésence business. This will lead to significant improvement in our Q2 results. I’m looking forward to sharing more information during tomorrow’s call.”
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.
First Quarter 2018 Conference Call
The Nanophase conference call, to be hosted by Jess Jankowski, the Company’s President & CEO, is scheduled for May 4, 2018, 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 3375677. 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 Investor Relations, Investor News and the link in this release.
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 and ISO 14001 registered 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 30, 2018. 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 | |||||||||
| March 31, | |||||||||
| 2018 | December 31, | ||||||||
| ASSETS | (Unaudited) | 2017 | |||||||
| Current assets: | |||||||||
| Cash and cash equivalents | $ | 1,190,210 | $ | 1,955,073 | |||||
| Trade accounts receivable, less allowance for doubtful accounts | |||||||||
| of $5,000 on March 31, 2018 and on December 31, 2017 | 1,377,588 | 1,114,607 | |||||||
| Other receivables, net | 26 | 95 | |||||||
| Inventories, net | 1,220,133 | 1,138,870 | |||||||
| Prepaid expenses and other current assets | 229,509 | 415,192 | |||||||
| Total current assets | 4,017,466 | 4,623,837 | |||||||
| Equipment and leasehold improvements, net | 1,576,741 | 1,624,359 | |||||||
| Other assets, net | 16,796 | 17,410 | |||||||
| $ | 5,611,003 | $ | 6,265,606 | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||
| Current liabilities: | |||||||||
| Short-term debt | $ | 200,000 | $ | 300,000 | |||||
| Current portion of capital lease obligations | 139,833 | 142,912 | |||||||
| Accounts payable | 1,210,065 | 1,037,784 | |||||||
| Accrued expenses | 752,600 | 542,810 | |||||||
| Total current liabilities | 2,302,498 | 2,023,506 | |||||||
| Long-term portion of capital lease obligations | 377,398 | 415,887 | |||||||
| Long-term deferred rent | 393,647 | 409,790 | |||||||
| Asset retirement obligations | 186,053 | 184,518 | |||||||
| 957,098 | 1,010,195 | ||||||||
| Stockholders' equity: | |||||||||
| Preferred stock, $.01 par value, 24,088 shares authorized and | |||||||||
| no shares issued and outstanding | - | - | |||||||
| Common stock, $.01 par value, 42,000,000 shares authorized; 33,847,793 and | |||||||||
| 33,847,793 shares issued and outstanding on March 31, 2018 and | 338,478 | 338,478 | |||||||
| December 31, 2017, respectively | |||||||||
| Additional paid-in capital | 98,605,835 | 98,562,750 | |||||||
| Accumulated deficit | (96,592,906 | ) | (95,669,323 | ) | |||||
| Total stockholders' equity | 2,351,407 | 3,231,905 | |||||||
| $ | 5,611,003 | $ | 6,265,606 | ||||||
| NANOPHASE TECHNOLOGIES CORPORATION | |||||||||||
| STATEMENTS OF OPERATIONS | |||||||||||
| (Unaudited) | |||||||||||
| Three months ended | |||||||||||
| March 31, | |||||||||||
| 2018 | 2017 | ||||||||||
| Revenue: | |||||||||||
| Product revenue | $ | 2,866,931 | $ | 3,466,465 | |||||||
| Other revenue | 30,834 | 19,138 | |||||||||
| Total revenue | 2,897,765 | 3,485,603 | |||||||||
| Operating expense: | |||||||||||
| Cost of revenue | 2,488,150 | 2,281,333 | |||||||||
| Gross profit | 409,615 | 1,204,270 | |||||||||
| Research and development expense | 558,252 | 383,699 | |||||||||
| Selling, general and administrative expense | 764,251 | 763,837 | |||||||||
| Income/(loss) from operations | (912,888 | ) | 56,734 | ||||||||
| Interest income | - | - | |||||||||
| Interest expense | (10,695 | ) | (10,338 | ) | |||||||
| Other, net | - | - | |||||||||
| Income/(loss) before provision for income taxes | (923,583 | ) | 46,396 | ||||||||
| Provision for income taxes | - | - | |||||||||
| Net income/(loss) | $ | (923,583 | ) | $ | 46,396 | ||||||
| Net income/(loss) per share-basic and diluted | $ | (0.03 | ) | $ | - | ||||||
| Weighted average number of basic and diluted | |||||||||||
| common shares outstanding | 33,847,793 | 31,230,092 | |||||||||
| NANOPHASE TECHNOLOGIES CORPORATION | |||||||||||
| STATEMENTS OF OPERATIONS - EXPANDED SCHEDULE | |||||||||||
| (Unaudited) | |||||||||||
| Three months ended | |||||||||||
| March 31, | |||||||||||
| 2018 | 2017 | ||||||||||
| Revenue: | |||||||||||
| Product revenue, net | $ | 2,866,931 | $ | 3,466,465 | |||||||
| Other revenue | 30,834 | 19,138 | |||||||||
| Total revenue | 2,897,765 | 3,485,603 | |||||||||
| Operating expense: | |||||||||||
| Cost of revenue detail: | |||||||||||
| Depreciation | 69,940 | 71,792 | |||||||||
| Non-Cash equity compensation | 6,537 | 6,126 | |||||||||
| Other costs of revenue | 2,411,673 | 2,203,415 | |||||||||
| Cost of revenue | 2,488,150 | 2,281,333 | |||||||||
| Gross profit | 409,615 | 1,204,270 | |||||||||
| Research and development expense detail: | |||||||||||
| Depreciation | 9,926 | 18,259 | |||||||||
| Non-Cash equity compensation | 11,574 | 11,894 | |||||||||
| Other research and development expense | 536,752 | 353,546 | |||||||||
| Research and development expense | 558,252 | 383,699 | |||||||||
| Selling, general and administrative expense detail: | |||||||||||
| Depreciation and amortization | 5,228 | 4,594 | |||||||||
| Non-Cash equity compensation | 24,973 | 29,684 | |||||||||
| Other selling, general and administrative expense | 734,050 | 729,559 | |||||||||
| Selling, general and administrative expense | 764,251 | 763,837 | |||||||||
| Income/(loss) from operations | (912,888 | ) | 56,734 | ||||||||
| Interest income | - | - | |||||||||
| Interest expense | (10,695 | ) | (10,338 | ) | |||||||
| Other, net | - | - | |||||||||
| Income/(loss) before provision for income taxes | (923,583 | ) | 46,396 | ||||||||
| Provision for income taxes | - | - | |||||||||
| Net income/(loss) | $ | (923,583 | ) | $ | 46,396 | ||||||
| Non-GAAP Disclosure (see note regarding Non-GAAP disclosures): | |||||||||||
| Addback Interest, net | 10,695 | 10,338 | |||||||||
| Addback Depreciation/Amortization | 85,094 | 94,645 | |||||||||
| Addback Non-Cash Equity Compensation | 43,084 | 47,704 | |||||||||
| Adjusted EBITDA | $ | (784,710 | ) | $ | 199,083 | ||||||
COMPANY CONTACT
Nancy Baldwin
Investor Relations
630-771-6708