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): April 27, 2021
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 April 27, 2021, 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 April 27, 2021
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: April 27, 2021 | By: | /s/ Jess Jankowski |
| Jess Jankowski | ||
| Chief Executive Officer |
EdgarFiling
EXHIBIT 99.1
Nanophase Reports Record First Quarter Financial Results as Solésence Beauty Science Leads Growth
Announces 75+% YOY Growth and $7M in Quarterly Revenue
ROMEOVILLE, Ill., April 27, 2021 (GLOBE NEWSWIRE) -- Nanophase Technologies Corporation (OTCQB: NANX), a leader in minerals-based and scientifically driven health care solutions across various beauty and life science categories — with innovations that protect skin from environmental aggressors and aid in medical diagnostics — today reported record financial results for the first quarter ended March 31, 2021.
Jess Jankowski, President and CEO, commented: “We continue to see growth in our Solésence products and strong demand for our medical diagnostics materials. We believe overall Company growth will be sustainable through 2021 and in to 2022.
“After delivering $7M in product revenue in Q1, we already have more than $14M in purchase orders with the majority expected to ship in Q2 and Q3 of 2021.
“Through executing our growth strategy, we find ourselves in an excellent position to expand both our Solésence beauty science business and our medical diagnostics materials business. Our other major business segment, personal care ingredients, has experienced a 28% downturn quarter over quarter, which we expect to improve as we get further into the current recovery and seasonal activities resume.”
First Quarter 2021 Financial Highlights
Revenue for the first quarter was $7.1 million, vs. $4.0 million for the same period in 2020.
- Solésence beauty science revenue was $4.3 million, up 182% from $1.5 million in 2020. First quarter 2021 Solésence beauty science revenue levels represent more than 60% of full year 2020 revenue.
- Advanced Materials revenue was $1.4 million, up 133% from $0.6 million in the same period of 2020.
- This was driven by growth in the life science space, specifically medical diagnostics materials, accounting for $1.1 million, or 78% of the total segment.
- Personal Care Ingredients revenue was $1.4 million, down 28% from $1.9 million in 2020.
· Net income for the quarter was $0.4 million in 2021, compared to a net loss of $0.2 million, reflecting more than a $0.01 per share improvement over the same period in 2020.
· 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 $1.8 million in cash.
Kevin Cureton, Chief Operating Officer, commented: “The combination of the rise in clean beauty, the call for inclusive products across skin care and color cosmetic categories, and the increasing regulatory pressure on chemical sunscreen actives all contribute to positive momentum for our minerals-based skin health products. Solésence beauty science product sales continue to grow and are expected to more than double between 2020 and 2021, after more than tripling between 2019 and 2020. Our growth rate far exceeds that of the industry, in part because we are well positioned to be a force in helping to define the rapidly growing clean beauty segment.”
Jankowski added: “The high demand for our medical diagnostics materials has helped us to identify life science as the third major component of our business strategy. We believe our novel materials technology enables enhanced performance, helping diagnosticians to more accurately identify COVID-19 and other viruses. Given our success here, we have expanded our business and technology development efforts in this segment to define a path for sustainable growth and market expansion for these and future advanced materials.
“Lastly, we are reminded daily of the responsibility we have to keep doing our part to improve our national public health through the materials we make for use in medical diagnostics. We have not forgotten the sacrifices being made by our fellow citizens under current conditions. We remain committed to protecting our employees, their families, and our communities, working 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 26, 2021. 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.
COMPANY CONTACT Investor Relations 630-771-6700
| NANOPHASE TECHNOLOGIES CORPORATION | |||||||
|---|---|---|---|---|---|---|---|
| CONSOLIDATED BALANCE SHEETS | |||||||
| March | December 31, | ||||||
| 2021 | 2020 | ||||||
| ASSETS | (Unaudited) | ||||||
| Current assets: | |||||||
| Cash | $ | 1,818,942 | $ | 956,751 | |||
| Trade accounts receivable, less allowance for doubtful accounts of 9,000 | |||||||
| 3,827,888 | 2,932,427 | ||||||
| Inventories, net | 5,001,302 | 4,339,850 | |||||
| Prepaid expenses and other current assets | 653,047 | 605,908 | |||||
| 11,301,179 | 8,834,936 | ||||||
| Equipment and leasehold improvements, net | 3,004,540 | 2,868,025 | |||||
| Operating leases, Right of Use | 1,885,689 | 1,826,869 | |||||
| Other assets, net | 9,718 | 10,275 | |||||
| $ | 16,201,126 | $ | 13,540,105 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||
| Current liabilities: | |||||||
| Line of credit, bank | $ | 500,000 | $ | 500,000 | |||
| Line of credit, related party | 3,365,411 | 2,154,832 | |||||
| Current portion of long-term debt, related party | 500,000 | 500,000 | |||||
| Current portion of finance lease obligations | 168,287 | 177,227 | |||||
| Current portion of operating lease obligations | 476,987 | 430,881 | |||||
| Accounts payable | 2,447,428 | 2,126,093 | |||||
| Current portion of deferred revenue | 494,928 | 410,672 | |||||
| Accrued expenses | 1,055,382 | 483,801 | |||||
| 9,008,423 | 6,783,506 | ||||||
| Long-term portion of finance lease obligations | 73,149 | 110,432 | |||||
| Long-term portion of operating lease obligations | 1,655,839 | 1,650,990 | |||||
| Long-term convertible loan, related party | 1,164,087 | 1,097,214 | |||||
| PPP Loan (SBA) | 951,600 | 951,600 | |||||
| Asset retirement obligation | 216,265 | 214,256 | |||||
| 4,060,940 | 4,024,492 | ||||||
| Contingent liabilities | - | - | |||||
| Stockholders’ equity: | |||||||
| Preferred stock, .01 par value, 24,088 shares authorized and | |||||||
| - | - | ||||||
| Common stock, .01 par value, 55,000,000 shares authorized; | |||||||
| 382,213 | 382,213 | ||||||
| Additional paid-in capital | 102,158,921 | 102,116,916 | |||||
| Accumulated deficit | (99,409,371 | ) | (99,767,022 | ) | |||
| 3,131,763 | 2,732,107 | ||||||
| $ | 16,201,126 | $ | 13,540,105 |
All values are in US Dollars.
| NANOPHASE TECHNOLOGIES CORPORATION | ||||||||
|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||
| (Unaudited) | ||||||||
| Three months ended | ||||||||
| March 31, | ||||||||
| 2021 | 2020 | |||||||
| Revenue: | ||||||||
| Product revenue, net | $ | 7,050,457 | $ | 3,961,488 | ||||
| Other revenue | 21,807 | 77,909 | ||||||
| Net revenue | 7,072,264 | 4,039,397 | ||||||
| Operating expense: | ||||||||
| Cost of revenue | 5,042,324 | 3,004,846 | ||||||
| Gross profit | 2,029,940 | 1,034,551 | ||||||
| Research and development expense | 498,737 | 372,610 | ||||||
| Selling, general and administrative expense | 1,034,410 | 705,608 | ||||||
| Income/(Loss) from operations | 496,793 | (43,667 | ) | |||||
| Interest income | - | - | ||||||
| Interest expense | 139,142 | 123,790 | ||||||
| Other, net | - | - | ||||||
| Income/(Loss) before provision for income taxes | 357,651 | (167,457 | ) | |||||
| Provision for income taxes | - | - | ||||||
| Net income/(loss) | $ | 357,651 | $ | (167,457 | ) | |||
| Net income/(loss) per share-basic | $ | 0.01 | $ | (0.00 | ) | |||
| Weighted average number of basic shares outstanding | 38,221,292 | 38,136,792 | ||||||
| Net income (loss) per share-diluted | $ | 0.01 | $ | (0.00 | ) | |||
| Weighted average number of diluted shares outstanding | 39,811,292 | 38,136,792 | ||||||
| NANOPHASE TECHNOLOGIES CORPORATION | ||||||||
| CONSOLIDATED STATEMENTS OF OPERATIONS - EXPANDED SCHEDULE | ||||||||
| (Unaudited) | ||||||||
| Three months ended | ||||||||
| March 31, | ||||||||
| 2021 | 2020 | |||||||
| Revenue: | ||||||||
| Product revenue, net | $ | 7,050,457 | $ | 3,961,488 | ||||
| Other revenue | 21,807 | 77,909 | ||||||
| Net revenue | 7,072,264 | 4,039,397 | ||||||
| Operating expense: | ||||||||
| Cost of revenue detail: | ||||||||
| Depreciation | 85,607 | 71,144 | ||||||
| Non-Cash equity compensation | 5,224 | 9,653 | ||||||
| Other costs of revenue | 4,951,493 | 2,924,049 | ||||||
| Cost of revenue | 5,042,324 | 3,004,846 | ||||||
| Gross profit | 2,029,940 | 1,034,551 | ||||||
| Research and development expense detail: | ||||||||
| Depreciation | 9,242 | 10,677 | ||||||
| Non-Cash equity compensation | 12,503 | 14,593 | ||||||
| Other research and development expense | 476,992 | 347,340 | ||||||
| Research and development expense | 498,737 | 372,610 | ||||||
| Selling, general and administrative expense detail: | ||||||||
| Depreciation and amortization | 6,098 | 5,120 | ||||||
| Non-Cash equity compensation | 24,276 | 27,287 | ||||||
| Other selling, general and administrative expense | 1,004,036 | 673,201 | ||||||
| Selling, general and administrative expense | 1,034,410 | 705,608 | ||||||
| Income/(Loss) from operations | 496,793 | (43,667 | ) | |||||
| Interest income | - | - | ||||||
| Interest expense | 139,142 | 123,790 | ||||||
| Other, net | - | - | ||||||
| Income/(Loss) before provision for income taxes | 357,651 | (167,457 | ) | |||||
| Provision for income taxes | - | - | ||||||
| Net income/(loss) | $ | 357,651 | $ | (167,457 | ) | |||
| Non-GAAP Disclosure (see note regarding Non-GAAP disclosures): | ||||||||
| Addback Interest, net | 139,142 | 123,790 | ||||||
| Addback Depreciation/Amortization | 100,947 | 86,941 | ||||||
| Addback Non-Cash Equity Compensation | 42,003 | 51,533 | ||||||
| Adjusted EBITDA | $ | 639,743 | $ | 94,807 |