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): November 3, 2020
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)
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)) |
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. [ ]
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | NANX | OTCQB |
Item 2.02. Results of Operations and Financial Condition.
On November 3, 2020, 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 November 3, 2020
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: November 3, 2020 | By: | /s/ Jess Jankowski |
| Jess Jankowski | ||
| Chief Executive Officer |
EdgarFiling
EXHIBIT 99.1
Nanophase Reports Record Third Quarter 2020 Financial Results as Solésence Expands Beauty Footprint
Announces 20+% Growth and Record Profitability
ROMEOVILLE, Ill., Nov. 03, 2020 (GLOBE NEWSWIRE) -- Nanophase Technologies Corporation (OTCQB: NANX), a leader in minerals-based and scientifically-driven health care innovations across various beauty and life science categories, protecting skin from environmental aggressors and aiding in medical diagnostics, today reported financial results for the three- and nine-month periods ended September 30, 2020.
Jess Jankowski, President and CEO, commented: “the third quarter continued our strong progress in profitably growing Nanophase. Our medical diagnostics materials for Covid-19-related applications continue to receive broad use during the global pandemic, while our fully formulated Solésence products have seen triple digit growth despite the challenges of 2020. Although our third major business segment, personal care ingredients, has experienced a sales downturn that we believe is related to the pandemic, our growth in total has been exceptional.”
Third Quarter and YTD 2020 Financial Highlights
- Revenue for the third quarter was $3.9 million, vs. $3.1 million for the same period in 2019. Revenue for the nine-month period was $12.3 million vs. $10.1 million for the same period in 2019.
For the nine -month period of 2020:
| <ul type="circle"><li><ul type="circle"><li>Solésence revenue was $4.4 million, <em>up 164% from $1.7 million in 2019</em></li><li>Advanced Materials revenue was $3.7 million, up 85% from $2.0 million in 2019</li><li>Personal Care Ingredients revenue was $4.2 million, down 35% from $6.5 million in 2019</li></ul> </li></ul> |
|---|
- Net income for the quarter was $0.4 million in 2020, or $0.01 per share, compared to a net loss of $0.9 million, or $0.02 per share, for 2019. Net income for the nine-month period was $0.8 million in 2020, or $0.02 per share, compared to a net loss of $2.0 million, or $0.06 per share, for 2019.
- We note that the PPP funding we received in the second quarter of 2020 is recorded on the balance sheet as a liability and has not had any impact on our income statement to date.
- The Company finished the quarter with approximately $1.1 million in cash and cash equivalents.
Jankowski continued, “Our gross profit and bottom line have improved nicely since the first quarter. This is a function of growing product volume, improvements in operational efficiency, and prudent cost-cutting. We expect these gains combined with a slight improvement in the personal care ingredients segment to result in the fourth quarter exceeding last year's results.”
”The growth in our Solésence business is a validation of our beauty products strategy,” offered Kevin Cureton, Chief Operating Officer. “As expected, our two largest Solésence clients have each exceeded $1 million in revenue, while we have launched products with over a dozen different beauty and personal care brands, demonstrating the broadening of our customer base.”
Jankowski added, “We are also honored to contribute to our national public health through the materials we make for use in medical diagnostics, and we are keenly aware of the suffering of our fellow citizens under current conditions. We remain committed to protecting our employees, their families, and our communities, as we work to provide essential products for the health and safety of those we serve.”
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 (NANX), www.nanophase.com, is a leading innovator in minerals-based and scientifically-driven health care 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.
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 30 , 20 20 . 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 contingen cies.
COMPANY CONTACT Investor Relations 630-771-6700
| NANOPHASE TECHNOLOGIES CORPORATION | |||||||
|---|---|---|---|---|---|---|---|
| CONSOLIDATED BALANCE SHEETS | |||||||
| (Unaudited Consolidated Condensed) | |||||||
| September 30, | December 31, | ||||||
| ASSETS | 2020 | 2019 | |||||
| Current assets: | |||||||
| Cash and cash equivalents | $ | 1,133,850 | $ | 1,193,994 | |||
| Trade accounts receivable, less allowance for doubtful accounts of 9,000 on September 30, 2020 and on December 31, 2019 | 2,451,324 | 970,472 | |||||
| Inventories, net | 3,583,944 | 2,553,620 | |||||
| Prepaid expenses and other current assets | 599,387 | 266,587 | |||||
| 7,768,505 | 4,984,673 | ||||||
| Equipment and leasehold improvements, net | 2,649,619 | 2,255,158 | |||||
| Operating lease right-of-use assets | 1,916,993 | 2,118,883 | |||||
| Other assets, net | 10,840 | 12,528 | |||||
| $ | 12,345,957 | $ | 9,371,242 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||
| Current liabilities: | |||||||
| Line of credit, bank | $ | 500,000 | $ | 500,000 | |||
| Line of credit, related party | 1,541,113 | 223,871 | |||||
| Current portion of long-term debt, related party | 500,000 | 500,000 | |||||
| Current portion of finance lease obligations | 185,621 | 218,345 | |||||
| Current portion of operating lease obligations | 411,421 | 356,949 | |||||
| Accounts payable | 1,668,492 | 1,748,021 | |||||
| Current portion of deferred revenue | 309,122 | 482,349 | |||||
| Accrued expenses | 645,998 | 379,314 | |||||
| 5,761,767 | 4,408,849 | ||||||
| Long-term portion of finance lease obligations | 148,369 | 287,660 | |||||
| Long-term portion of operating lease obligations | 1,766,066 | 2,034,592 | |||||
| Long-term convertible loan, related party | 1,030,340 | 829,721 | |||||
| PPP SBA Loan | 951,600 | - | |||||
| Long-term portion of deferred revenue | - | 92,750 | |||||
| Asset retirement obligations | 212,247 | 206,221 | |||||
| 4,108,622 | 3,450,944 | ||||||
| Stockholders' equity: | |||||||
| Preferred stock, .01 par value, 24,088 shares authorized and no shares issued and outstanding | - | - | |||||
| Common stock, .01 par value, 55,000,000 shares authorized; 38,215,069 and 38,136,792 shares issued and outstanding on September 30, 2020 and December 31, 2019, respectively | 381,928 | 381,368 | |||||
| Additional paid-in capital | 102,054,867 | 101,886,411 | |||||
| Accumulated deficit | (99,961,227 | ) | (100,756,330 | ) | |||
| 2,475,568 | 1,511,449 | ||||||
| $ | 12,345,957 | $ | 9,371,242 |
All values are in US Dollars.
| NANOPHASE TECHNOLOGIES CORPORATION | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||
| (Unaudited Consolidated Condensed) | |||||||||||||
| Three months ended | Nine months ended | ||||||||||||
| September 30, | September 30, | ||||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||||
| Revenue: | |||||||||||||
| Product revenue, net | $ | 3,826,918 | $ | 3,043,036 | $ | 11,929,496 | $ | 9,796,944 | |||||
| Other revenue | 60,538 | 26,350 | 332,768 | 321,058 | |||||||||
| Net revenue | 3,887,456 | 3,069,386 | 12,262,264 | 10,118,002 | |||||||||
| Operating expense: | |||||||||||||
| Cost of revenue | 2,203,105 | 2,506,720 | 7,832,125 | 7,839,443 | |||||||||
| Gross profit | 1,684,351 | 562,666 | 4,430,139 | 2,278,559 | |||||||||
| Research and development expense | 402,216 | 487,798 | 1,133,120 | 1,449,646 | |||||||||
| Selling, general and administrative expense | 729,779 | 889,659 | 2,133,586 | 2,710,710 | |||||||||
| Income/(Loss) from operations | 552,356 | (814,791 | ) | 1,163,433 | (1,881,797 | ) | |||||||
| Interest income | - | - | - | - | |||||||||
| Interest expense | 122,137 | 47,139 | 368,330 | 140,282 | |||||||||
| Other, net | - | - | - | - | |||||||||
| Income/(Loss) before provision for income taxes | 430,219 | (861,930 | ) | 795,103 | (2,022,079 | ) | |||||||
| Provision for income taxes | - | - | - | - | |||||||||
| Net income/(loss) | $ | 430,219 | $ | (861,930 | ) | $ | 795,103 | $ | (2,022,079 | ) | |||
| Net income/(loss) per basic shares | $ | 0.01 | $ | (0.02 | ) | $ | 0.02 | $ | (0.06 | ) | |||
| Weighted average number of basic common shares outstanding | 38,141,741 | 38,136,792 | 38,138,453 | 36,077,257 | |||||||||
| Net income/(loss) per diluted share | $ | 0.01 | $ | (0.02 | ) | $ | 0.02 | $ | (0.06 | ) | |||
| Weighted average number of diluted common shares outstanding | 38,432,741 | 38,136,792 | 38,228,453 | 36,077,257 | |||||||||
| NANOPHASE TECHNOLOGIES CORPORATION | |||||||||||||
| CONSOLIDATED STATEMENTS OF OPERATIONS - EXPANDED SCHEDULE | |||||||||||||
| (Unaudited Consolidated Condensed) | |||||||||||||
| Three months ended | Nine months ended | ||||||||||||
| September 30, | September 30, | ||||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||||
| Revenue: | |||||||||||||
| Product revenue, net | $ | 3,826,918 | $ | 3,043,036 | $ | 11,929,496 | $ | 9,796,944 | |||||
| Other revenue | 60,538 | 26,350 | 332,768 | 321,058 | |||||||||
| Net revenue | 3,887,456 | 3,069,386 | 12,262,264 | 10,118,002 | |||||||||
| Operating expense: | |||||||||||||
| Cost of revenue detail: | |||||||||||||
| Depreciation | 73,572 | 61,612 | 217,578 | 181,494 | |||||||||
| Non-Cash equity compensation | 19,426 | 13,297 | 38,086 | 33,609 | |||||||||
| Other costs of revenue | 2,110,107 | 2,431,811 | 7,576,461 | 7,624,340 | |||||||||
| Cost of revenue | 2,203,105 | 2,506,720 | 7,832,125 | 7,839,443 | |||||||||
| Gross profit | 1,684,351 | 562,666 | 4,430,139 | 2,278,559 | |||||||||
| Research and development expense detail: | |||||||||||||
| Depreciation | 10,579 | 12,250 | 31,755 | 36,699 | |||||||||
| Non-Cash equity compensation | 13,930 | 15,804 | 42,797 | 42,196 | |||||||||
| Other research and development expense | 377,707 | 459,744 | 1,058,568 | 1,370,751 | |||||||||
| Research and development expense | 402,216 | 487,798 | 1,133,120 | 1,449,646 | |||||||||
| Selling, general and administrative expense detail: | |||||||||||||
| Depreciation and amortization | 4,871 | 5,159 | 15,025 | 15,948 | |||||||||
| Non-Cash equity compensation | 14,998 | 34,746 | 66,019 | 103,414 | |||||||||
| Other selling, general and administrative expense | 709,910 | 849,754 | 2,052,542 | 2,591,348 | |||||||||
| Selling, general and administrative expense | 729,779 | 889,659 | 2,133,586 | 2,710,710 | |||||||||
| Income/(Loss) from operations | 552,356 | (814,791 | ) | 1,163,433 | (1,881,797 | ) | |||||||
| Interest income | - | - | - | - | |||||||||
| Interest expense | 122,137 | 47,139 | 368,330 | 140,282 | |||||||||
| Other, net | - | - | |||||||||||
| Income/(Loss) before provision for income taxes | 430,219 | (861,930 | ) | 795,103 | (2,022,079 | ) | |||||||
| Provision for income taxes | - | - | - | - | |||||||||
| Net income/(loss) | $ | 430,219 | $ | (861,930 | ) | $ | 795,103 | $ | (2,022,079 | ) | |||
| Non-GAAP Disclosure (see note regarding Non-GAAP disclosures): | |||||||||||||
| Addback Interest, net | 122,137 | 47,139 | 368,330 | 140,282 | |||||||||
| Addback Depreciation/Amortization | 89,022 | 79,021 | 264,358 | 234,141 | |||||||||
| Addback Non-Cash Equity Compensation | 48,354 | 63,847 | 146,902 | 179,219 | |||||||||
| Adjusted EBITDA | $ | 689,732 | $ | (671,923 | ) | $ | 1,574,693 | $ | (1,468,437 | ) |