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) August 1, 2012
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 August 1, 2012 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 August 1, 2012
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) |
||
| August 1, 2012
(Date) |
/s/ FRANK CESARIO
FRANK CESARIO Chief Financial Officer |
| Exhibit Index | ||
| 99.1 | Press release dated August 1, 2012 | |
EXHIBIT 99.1
ROMEOVILLE, Ill., Aug. 1, 2012 (GLOBE NEWSWIRE) -- Nanophase Technologies Corporation (OTCQB:NANX), a technology leader in nanomaterials and advanced nanoengineered products, today reported revenue of $2.8 million for the second quarter and revenue of $5.2 million for the six month period ended June 30, 2012.
Nanophase CEO and President Jess Jankowski commented, "Our 2012 goal is to report a third consecutive year of revenue growth and an improved bottom line – we are well on the way. Comparable revenue for the first six months of 2011 was front loaded as manufacturers of personal care products purchased inventory for manufacture of their seasonal products. Expanding commercial markets and new product introductions are expected to more evenly distribute our quarterly revenue stream while providing an uptrend in sales and continued bottom-line improvement over the third and fourth quarters."
Second Quarter 2012 Financial Highlights
Six months ended June 30, 2012 Financial Highlights
The Company also announced that it has entered a collaboration to investigate aspects of engineered nanoparticle dispersions in polishing applications. According to Jankowski, Nanophase approached Lewis University for its expertise in particles and precision polishing and provided a grant, which will be used to support applications-specific research related to Nanophase's business development activities that would be impossible for us to undertake with existing internal resources.
Jankowski added, "The project, initiated by Nanophase Vice President of Research and Development, Dr. Patrick Murray, will be valuable in helping Nanophase to validate its product technology, potentially reducing time-to-market, while continuing to build relationships with the external scientific community."
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 2012 Conference Call
The Nanophase conference call, to be hosted by Jess Jankowski, the Company's CEO and President, is scheduled for August 2, 2012, 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 98795716. 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, 2012. 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 |
June 30, 2012 (Unaudited) |
December 31, 2011 |
| Current assets: | ||
| Cash and cash equivalents | $ 2,665,648 | $ 2,693,623 |
| Investments | 30,000 | 30,000 |
| Trade accounts receivable, less allowance for doubtful accounts of $6,000 on June 30, 2012 and December 31, 2011 | 1,206,255 | 878,600 |
| Other receivable | 9,122 | 13,712 |
| Inventories, net | 1,039,094 | 1,338,210 |
| Prepaid expenses and other current assets | 426,449 | 391,466 |
| Total current assets | 5,376,568 | 5,345,611 |
| Equipment and leasehold improvements, net | 3,382,135 | 3,713,082 |
| Other assets, net | 31,078 | 32,318 |
| $ 8,789,781 | $ 9,091,011 | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||
| Current liabilities: | ||
| Current portion of capital lease obligations | 33,405 | -- |
| Deferred other revenue | 135,999 | -- |
| Accounts payable | 726,074 | 319,706 |
| Accrued expenses | 465,479 | 383,425 |
| Accrued discount liabilities | 74,199 | 116,103 |
| Total current liabilities | 1,435,156 | 819,234 |
| Long-term portion of capital lease obligations | 80,303 | -- |
| Long-term deferred rent | 636,945 | 647,404 |
| Asset retirement obligation | 151,174 | 148,515 |
| 868,422 | 795,919 | |
| 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 shares issued and outstanding on June 30, 2012 and December 31, 2011, respectively | 212,082 | 212,082 |
| Additional paid-in capital | 93,233,880 | 93,070,979 |
| Accumulated deficit | (86,959,759) | (85,807,203) |
| Total stockholders' equity | 6,486,203 | 7,475,858 |
| $ 8,789,781 | $ 9,091,011 | |
| NANOPHASE TECHNOLOGIES CORPORATION | ||||
| STATEMENTS OF OPERATIONS | ||||
| (Unaudited) | ||||
|
Three months ended June 30, |
Six months ended June 30, |
|||
| 2012 | 2011 | 2012 | 2011 | |
| Revenue: | ||||
| Product revenue, net | $ 2,702,682 | $ 2,835,357 | $ 5,032,975 | $ 5,541,790 |
| Other revenue | 80,111 | 87,851 | 159,156 | 167,104 |
| Total revenue | 2,782,793 | 2,923,208 | 5,192,131 | 5,708,894 |
| Operating expense: | ||||
| Cost of revenue | 1,932,368 | 1,943,429 | 3,778,019 | 3,805,088 |
| Gross profit | 850,425 | 979,779 | 1,414,112 | 1,903,806 |
| Research and development expense | 414,051 | 459,996 | 813,665 | 861,021 |
| Selling, general and administrative expense | 812,850 | 1,049,892 | 1,757,165 | 2,127,589 |
| Loss from operations | (376,476) | (530,109) | (1,156,718) | (1,084,804) |
| Interest income | -- | 1,444 | -- | 3,338 |
| Interest expense | (1,932) | (900) | (3,037) | (1,798) |
| Other, net | (26) | -- | 7,199 | (43) |
| Loss before provision for income taxes | (378,434) | (529,565) | (1,152,556) | (1,083,307) |
| Provision for income taxes | -- | -- | -- | -- |
| Net loss | $ (378,434) | $ (529,565) | $ (1,152,556) | $ (1,083,307) |
| Net loss per share- basic and diluted | $ (0.02) | $ (0.02) | $ (0.05) | $ (0.05) |
| Weighted average number of common shares outstanding | 21,208,162 | 21,204,162 | 21,208,162 | 21,204,162 |
| NANOPHASE TECHNOLOGIES CORPORATION | ||||
| STATEMENTS OF OPERATIONS -- EXPANDED SCHEDULE | ||||
| (Unaudited) | ||||
|
Three months ended June 30, |
Six months ended June 30, |
|||
| 2012 | 2011 | 2012 | 2011 | |
| Revenue: | ||||
| Product revenue, net | $ 2,702,682 | $ 2,835,357 | $ 5,032,975 | $ 5,541,790 |
| Other revenue | 80,111 | 87,851 | 159,156 | 167,104 |
| Total revenue | 2,782,793 | 2,923,208 | 5,192,131 | 5,708,894 |
| Operating expense: | ||||
| Cost of revenue detail: | ||||
| Depreciation | 197,714 | 223,220 | 398,393 | 445,344 |
| Non-Cash equity compensation | 8,894 | 12,732 | 17,383 | 23,268 |
| Other costs of revenue | 1,725,760 | 1,707,477 | 3,362,243 | 3,336,476 |
| Cost of revenue | 1,932,368 | 1,943,429 | 3,778,019 | 3,805,088 |
| Gross profit | 850,425 | 979,779 | 1,414,112 | 1,903,806 |
| Research and development expense detail: | ||||
| Depreciation | 33,755 | 35,874 | 66,350 | 71,946 |
| Non-Cash equity compensation | 22,782 | 26,936 | 44,539 | 48,228 |
| Other research and development expense | 357,514 | 397,186 | 702,776 | 740,847 |
| Research and development expense | 414,051 | 459,996 | 813,665 | 861,021 |
| Selling, general and administrative expense detail: | ||||
| Depreciation and amortization | 20,622 | 22,746 | 41,060 | 46,474 |
| Non-Cash equity compensation | 45,915 | 52,354 | 98,076 | 129,634 |
| Other selling, general and administrative expense | 746,313 | 974,792 | 1,618,029 | 1,951,481 |
| Selling, general and administrative expense | 812,850 | 1,049,892 | 1,757,165 | 2,127,589 |
| Loss from operations | (376,476) | (530,109) | (1,156,718) | (1,084,804) |
| Interest income | -- | 1,444 | -- | 3,338 |
| Interest expense | (1,932) | (900) | (3,037) | (1,798) |
| Other, net | (26) | -- | 7,199 | (43) |
| Loss before provision for income taxes | (378,434) | (529,565) | (1,152,556) | (1,083,307) |
| Provision for income taxes | -- | -- | -- | -- |
| Net loss | $ (378,434) | $ (529,565) | $ (1,152,556) | $ (1,083,307) |
| Non-GAAP Disclosure (see note regarding Non-GAAP disclosures): | ||||
| Addback Interest, net | 1,932 | (544) | 3,037 | (1,540) |
| Addback Depreciation/Amortization | 252,091 | 281,840 | 505,803 | 563,764 |
| Addback Non-Cash Equity Compensation | 77,591 | 92,022 | 159,998 | 201,130 |
| Adjusted EBITDA | $ (46,820) | $ (156,247) | $ (483,718) | $ (319,953) |
CONTACT: Nancy Baldwin
Investor Relations
630-771-6708