8-K
SOLESENCE, INC. (SLSN)
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 2, 2023
_______________________________
NANOPHASE TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
_______________________________
| Delaware | 000-22333 | 36-3687863 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1319 Marquette Drive
Romeoville, Illinois 60446
(Address of Principal Executive Offices) (Zip Code)
(630) 771-6708
(Registrant's telephone number, including area code)
Not applicable
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 August 2, 2023, 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.
| 99.1 | Press Release dated August 2, 2023 |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: August 2, 2023 | By: | /s/ Jess Jankowski |
| Jess Jankowski | ||
| Chief Executive Officer |
EdgarFiling EXHIBIT 99.1
Nanophase Reports Record Second Quarter Revenue
— Delivered $11.9 Million in Q2 revenue **** **** — Product revenue up 10% in Q2 and 12% YOY — Profitable Quarter — Won Cosmopack Formulation Award at Cosmoprof North America
ROMEOVILLE, Ill., Aug. 02, 2023 (GLOBE NEWSWIRE) -- **** Nanophase Technologies Corporation (OTCQB: NANX), a leader in minerals-based and scientifically-driven health care solutions across beauty and life science categories — with innovations that protect skin from environmental aggressors and aid in medical diagnostics — today announced financial results for the second quarter ended June 30, 2023.
Jess Jankowski, President and Chief Executive Officer, commented: “It’s been a strong second quarter. We built on last quarter’s volume while enhancing margins nicely, as expected. Our gross profit for Q2 was 31%, both stronger than Q1’s, and much stronger than last year’s second quarter. We are expecting further margin improvement in Q3 as we continue to gain operational efficiencies in our new facility, aided by new senior manufacturing leadership. Given current order visibility, we expect to deliver quarterly profits in Q3, and a modest full-year profit.”
- 7% Net income before litigation costs for Q2
- 1% Net income before litigation costs 2023 year to date
Kevin Cureton, Chief Operating Officer, commented: “During Q2 we continued to see positive results from the improvements to labor efficiency and overall throughput we began implementing in Q1. We successfully combined these improvements in operating performance with continued revenue growth resulting from a combination of unit volume and price improvements, and of course, we continued our world-class performance as a leading innovator in the Skin Health and Beauty business.”
Operational Highlights
Solésence Beauty Science Wins Major Beauty Industry Award for Second Time
- In July, Solésence won Best Formulation at Cosmopack North America for the second year in a row. The 2023 award recognized the Solésence market-ready product, Natural Glow Face Oil, SPF 40+ Featuring Kleair™ and Bloom™.
Operational Highlights (continued)
The Cosmoprof North America Awards and Cosmopack North America Awards are “[t]he American Beauty Competition that celebrates the greatest innovation in the beauty industry,” according to the Awards website. The Cosmopack North America Awards set in particular “formally recognizes the best in beauty formulation and packaging design.” As an added benefit this year, the winner of each category will also have their products showcased at Cosmoprof Worldwide Bologna 2024 as part of a larger showcase of the Cosmoprof Network's winners.
Production Milestone: Establishing Platform for Operational Excellence
New VP manufacturing, Harrison King, joined the team in June. Harrison brings over 20 years of manufacturing and supply chain leadership, including management roles with Avon, Blistex, and Amazon, as well as diverse experience in quality from the textile industry.
First fully automated filling process completed validation resulting in 200% increase in capacity without any additional labor costs.
Financial Highlights
Revenue for Q2 was $11.9 million, vs. $11.2 million for the same period in 2022, yielding a 10% increase in product revenue and a 6% increase overall.
Revenue for the six months ended June 30, 2023 was $21.3 million, vs. $19.4 million for the same period in 2022, yielding a 12% increase in product revenue and a 10% increase overall.
“We had $15 million in open P.O.s and shipped orders combined leaving June, more than two-thirds of which reflect potential Q3 volume. We expect more orders for Q4 shipments, followed by more 2024 order volume later this year. We’re excited about our prospects for Q3, particularly in terms of margin improvement,” said Jankowski.
Conference Call
Nanophase will host its Second Quarter Conference Call on Thursday, August 3rd, 2023, at 10:00 a.m. CDT, 11:00 a.m. EDT, to discuss its financial results and provide a business and financial update. On the call will be Jess Jankowski, the Company’s President & CEO, joined by Kevin Cureton, the Company’s Chief Operating Officer.
Participant Registration: https://register.vevent.com/register/BIb465a5fa073e46aca402f402c74a7f77
To receive the dial-in number, as well as your personalized PIN, you must register at the above link. Once registered, you will also have the option to have the system dial-out to you once the conference call has begun. If you forget your PIN prior to the conference call, you can simply re-register.
The process for accessing the webcast as listen-only remains the same. The same link can be used after the call to access the replay. A Telco replay is no longer available.
Listen-Only Webcast & Replay: https://edge.media-server.com/mmc/p/g9w7bzft
Please connect 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 http://www.nanophase.com/, by clicking on Investor Relations, Investor News, and the links in this conference call announcement release.
FINANCIAL RESULTS AND NON-GAAP INFORMATION 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 (“GAAP”) 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 GAAP.
About Nanophase Technologies Nanophase Technologies Corporation (OTCQB: NANX), www.nanophase.com, is a leading innovator in minerals-based and scientifically driven healthcare solutions across beauty and life science categories, as well as other legacy advanced materials applications. Leveraging a platform of integrated, patented and proprietary technologies, the Company creates products with unique performance, enhancing consumers' health and well-being. We deliver commercial quantity and quality engineered materials both as ingredients and as part of fully formulated products in a variety of formats.
About Solésence Beauty Science Solésence, www.solesence.com, a wholly owned subsidiary of Nanophase Technologies, is changing the face of skin health with patented, mineral-based technology that is embraced by leading performance-driven and clean beauty brands alike. Our patented products for brands transform the way mineral actives look, feel and function — enabling textures never-before-seen in the mineral space and inclusivity never-before-seen in the sun care space. Solésence’s innovative formulations offer best-in-class UV protection, unparalleled free radical prevention to protect against pollution, and enhanced antioxidant performance.
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 engineered materials, ingredients, and fully formulated products; 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, 2023. 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 | ||||||
|---|---|---|---|---|---|---|
| CONSOLIDATED BALANCE SHEETS | ||||||
| (Unaudited Consolidated Condensed) | ||||||
| December 31, | ||||||
| 2023 | 2022 | |||||
| ASSETS | ||||||
| Current assets: | ||||||
| Cash | 2,197 | $ | 2,186 | |||
| Trade accounts receivable, less allowance for doubtful accounts of 324 | ||||||
| 5,718 | 4,734 | |||||
| Inventories, net | 8,412 | 8,839 | ||||
| Prepaid expenses and other current assets | 1,043 | 866 | ||||
| 17,370 | 16,625 | |||||
| Equipment and leasehold improvements, net | 8,459 | 7,949 | ||||
| Operating leases, right of use | 8,468 | 8,978 | ||||
| Other assets, net | 5 | 6 | ||||
| 34,302 | $ | 33,558 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
| Current liabilities: | ||||||
| Lines of credit, related party | 8,592 | 7,282 | ||||
| Current portion of finance lease obligations | ||||||
| Current portion of operating lease obligations | ||||||
| Accounts payable | 4,957 | 6,363 | ||||
| Current portion of long-term debt, related parites | 2,338 | - | ||||
| Current portion of deferred revenue | 2,053 | 2,167 | ||||
| Accrued expenses | 1,442 | 1,023 | ||||
| 19,382 | 16,835 | |||||
| Long-term portion of finance lease obligations | ||||||
| Long-term portion of operating lease obligations | 9,482 | 9,823 | ||||
| Long-term debt, related party | - | 1,000 | ||||
| Long-term portion of deferred revenue | 45 | 21 | ||||
| Asset retirement obligation | 234 | 230 | ||||
| 9,761 | 11,074 | |||||
| Contingent liabilities | - | - | ||||
| Stockholders' equity: | ||||||
| Preferred stock, .01 par value, 24,088 shares authorized and | ||||||
| - | - | |||||
| Common stock, .01 par value, 60,000,000 and 55,000,000 shares authorized; | ||||||
| 495 | 493 | |||||
| Additional paid-in capital | 105,763 | 105,226 | ||||
| Accumulated deficit | (101,099 | ) | (100,070 | ) | ||
| 5,159 | 5,649 | |||||
| Total liabilities and shareholders' equity | 34,302 | $ | 33,558 |
All values are in US Dollars.
| NANOPHASE TECHNOLOGIES CORPORATION | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||
| (Unaudited Consolidated Condensed) | ||||||||||||
| (in thousands except share and per share data) | ||||||||||||
| Three months ended | Six months ended | |||||||||||
| June 30, | June 30, | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Revenue: | ||||||||||||
| Product revenue | $ | 11,844 | $ | 10,796 | $ | 21,180 | $ | 18,842 | ||||
| Other revenue | 28 | 426 | 149 | 536 | ||||||||
| Net revenue | 11,872 | 11,222 | 21,329 | 19,378 | ||||||||
| Cost of revenue | 8,197 | 8,486 | 15,505 | 14,474 | ||||||||
| Gross profit | 3,675 | 2,736 | 5,824 | 4,904 | ||||||||
| Operating expense: | ||||||||||||
| Research and development expense | 991 | 797 | 1,994 | 1,463 | ||||||||
| Selling, general and administrative expense | 2,105 | 1,816 | 4,255 | 3,213 | ||||||||
| Income from operations | 579 | 123 | (425 | ) | 228 | |||||||
| Interest expense | 246 | 73 | 400 | 116 | ||||||||
| Other income, net | - | - | - | - | ||||||||
| Income before provision for income taxes | 333 | 50 | (825 | ) | 112 | |||||||
| Provision for income taxes | - | - | - | - | ||||||||
| Net income (loss) | $ | 333 | $ | 50 | $ | (825 | ) | $ | 112 | |||
| Net income (loss) per share-basic | $ | 0.01 | $ | - | $ | (0.02 | ) | $ | - | |||
| Weighted average number of common shares outstanding - basic | 49,562,624 | 49,045,047 | 49,498,755 | 49,014,847 | ||||||||
| Net income per share-diluted | $ | 0.01 | $ | - | $ | - | $ | - | ||||
| Weighted average number of common shares outstanding - diluted | 50,679,013 | 51,008,047 | - | 50,990,847 | ||||||||
| NANOPHASE TECHNOLOGIES CORPORATION | ||||||||||||
| CONSOLIDATED STATEMENTS OF OPERATIONS - EXPANDED SCHEDULE | ||||||||||||
| (Unaudited Consolidated Condensed) | ||||||||||||
| (in thousands except share and per share data) | ||||||||||||
| Three months ended | Six months ended | |||||||||||
| June 30, | June 30, | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Revenue: | ||||||||||||
| Product revenue | $ | 11,844 | $ | 10,796 | $ | 21,180 | $ | 18,842 | ||||
| Other revenue | 28 | 426 | 149 | 536 | ||||||||
| Net revenue | 11,872 | 11,222 | 21,329 | 19,378 | ||||||||
| Operating expense: | ||||||||||||
| Cost of revenue detail: | ||||||||||||
| Depreciation | 158 | 120 | 316 | 239 | ||||||||
| Non-Cash equity compensation | 28 | 24 | 55 | 49 | ||||||||
| Other costs of revenue | 8,011 | 8,342 | 15,134 | 14,186 | ||||||||
| Cost of revenue | 8,197 | 8,486 | 15,505 | 14,474 | ||||||||
| Gross profit | 3,675 | 2,736 | 5,824 | 4,904 | ||||||||
| Research and development expense detail: | ||||||||||||
| Depreciation | 7 | 9 | 14 | 18 | ||||||||
| Non-Cash equity compensation | 45 | 41 | 92 | 82 | ||||||||
| Other research and development expense | 939 | 747 | 1,888 | 1,363 | ||||||||
| Research and development expense | 991 | 797 | 1,994 | 1,463 | ||||||||
| Selling, general and administrative expense detail: | ||||||||||||
| Depreciation and amortization | 8 | 5 | 15 | 12 | ||||||||
| Non-Cash equity compensation | 123 | 90 | 258 | 171 | ||||||||
| Other selling, general and administrative expense | 1,974 | 1,721 | 3,982 | 3,030 | ||||||||
| Selling, general and administrative expense | 2,105 | 1,816 | 4,255 | 3,213 | ||||||||
| Income from operations | 579 | 123 | (425 | ) | 228 | |||||||
| Interest expense | 246 | 73 | 400 | 116 | ||||||||
| Other income, net | - | - | - | - | ||||||||
| Income before provision for income taxes | 333 | 50 | (825 | ) | 112 | |||||||
| Provision for income taxes | - | - | - | - | ||||||||
| Net (loss) income | $ | 333 | $ | 50 | $ | (825 | ) | $ | 112 | |||
| Non-GAAP Disclosure (see note regarding Non-GAAP disclosures): | ||||||||||||
| Addback Interest, net | 246 | 73 | 116 | 116 | ||||||||
| Addback Depreciation/Amortization | 134 | 134 | 269 | 269 | ||||||||
| Addback Non-Cash Equity Compensation | 135 | 155 | 302 | 302 | ||||||||
| Subtract Non-Cash Other Income | - | - | - | - | ||||||||
| Adjusted EBITDA | $ | 848 | $ | 412 | $ | (138 | ) | $ | 799 |
Investor Relations Contact: Phone: (630) 771-6736