Nano Magic Inc. - Quarter Report: 2010 March (Form 10-Q)

appliednano_10q-033110.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

ý Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2010

¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

COMMISSION FILE NO. 1-11602

APPLIED NANOTECH HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

TEXAS	76-0273345
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

3006 Longhorn Blvd., Suite 107
Austin, Texas	78758
(Address of principal executive offices)	(Zip Code)

(512) 339-5020

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.

Yes

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “accelerated filer”, “large accelerated filer”, and “smaller reporting company” in rule 12b-2 of the Act.

Large Accelerated Filer o Accelerated Filer o

Non-accelerated Filer þ Smaller Reporting Company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

As of April 30, 2010, the registrant had 108,551,333 shares of common stock, par value $.001 per share, issued and outstanding.

APPLIED NANOTECH HOLDINGS, INC.

INDEX

Part I. Financial Information			Page

	Item 1. Financial Statements

		Consolidated Balance Sheets--March 31, 2010 and December 31, 2009	3

		Consolidated Statements of Operations--Three Months Ended March 31, 2010 and 2009	4

		Consolidated Statements of Cash Flows--Three Months Ended March 31, 2010 and 2009	5

		Notes to Consolidated Financial Statements	6

	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		8

	Item 3. Quantitative and Qualitative Disclosures about Market Risk		12

	Item 4. Controls and Procedures		12

Part II. Other Information

	Item 1. Legal Proceedings		13

	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		13

	Item 6. Exhibits		13

Signatures			14

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

APPLIED NANOTECH HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

ASSETS	(Unaudited) March 31, 2010			December 31, 2009
Current assets:
Cash and cash equivalents	$	1,726,317		$	286,971
Accounts receivable, trade – net of allowance for doubtful accounts		313,478			249,164
Prepaid expenses and other current assets		113,078			67,340

Total current assets		2,152,873			603,475

Property and equipment, net		255,467			267,008
Other assets		22,884			22,884
Total assets	$	2,431,224		$	893,367

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:
Accounts payable	$	1,017,504		$	952,679
Obligations under capital lease		22,648			21,939
Accrued liabilities		321,480			482,629
Deposits and deferred revenue		341,818			310,000

Total current liabilities		1,703,450			1,767,247

Obligations under capital lease, long-term		25,189			31,124

Convertible notes payable		1,480,814			165,834

Total Liabilities		3,209,453			1,964,205

Commitments and contingencies		–			–

Stockholders' equity:
Preferred stock, $1.00 par value, 2,000,000 shares authorized; No shares issued and outstanding		–			–
Common stock, $.00l par value, 120,000,000 shares authorized, 108, 573,133 and 107,473,133 shares issued and outstanding at March 31, 2010 and December 31, 2009, respectively		108,573			107,473
Additional paid-in capital		110,380,447			109,518,998
Accumulated deficit		(111,267,249	)		(110,697,309	)

Total stockholders' equity (deficit)		(778,229	)		(1,070,838	)

Total liabilities and stockholders' equity (deficit)	$	2,431,224		$	893,367

See notes to consolidated financial statements.

APPLIED NANOTECH HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended March 31,
	2010			2009
Revenues
Government contracts	$	620,793		$	551,184
Contract research		379,711			260,000
Other		9,132			13,341
Total revenues		1,009,636			824,525

Research and development		977,680			928,148
Selling, general and administrative expenses		555,499			733,843

Operating costs and expenses		1,533,179			1,661,991

Gain on sale of intellectual property and other assets		2,732			6,000

Loss from operations		(520,811	)		(831,466	)

Other income (expense), net
Interest expense		(49,391	)		(2,785	)
Interest income		262			1,137

Loss before taxes		(569,940	)		(833,114	)

Provision for taxes		–			–

Net loss	$	(569,940	)	$	(833,114	)
Loss per share

Basic and Diluted	$	(0.01	)	$	(0.01	)
Weighted average shares outstanding

Basic and Diluted		107,861,704			107,395,216

See notes to consolidated financial statements.

APPLIED NANOTECH HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Three Months Ended March 31,
	2010			2009
Cash flows from operating activities:
Net loss	$	(569,940	)	$	(833,114	)
Adjustments to reconcile net loss to net
Cash provided by (used in) operating activities:
Depreciation and amortization expense		16,216			18,090
Amortization of discount on debt		28,730			—
Stock based compensation expense		22,799			78,125
Changes in assets and liabilities:
Accounts receivable, trade		(64,314	)		381,990
Prepaid expenses and other assets		(45,738	)		69,213
Accounts payable and accrued liabilities		149,676			137,424
Deposits and deferred revenue		31,818			265,405

Total adjustments		139,187			950,247

Net cash provided by (used in) operating activities		(430,753	)		117,133

Cash flows from investing activities:
Capital expenditures		(4,675	)		(458	)
Net cash used in investing activities		(4,675	)		(458	)

Cash flows from financing activities:
Proceeds from issuance of common stock		200,000			—
Proceeds from long-term debt		1,680,000			—
Repayment of capital lease obligations		(5,226	)		(9,184	)

Net cash provided by (used by) financing activities		1,874,774			(9,184	)

Net increase in cash and cash equivalents		1,439,346			107,491

Cash and cash equivalents, beginning of period		286,971			710,111

Cash and cash equivalents, end of period	$	1,726,317		$	817,602

See notes to consolidated financial statements.

APPLIED NANOTECH HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1.	Basis of Presentation

The consolidated financial statements of the Company for the three-month periods ended March 31, 2010 and 2009, have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of the Company’s management, all adjustments necessary to present fairly the financial position, results of operations, and cash flows of the Company as of March 31, 2010 and 2009, and for the periods then ended, have been made. Those adjustments consist of normal and recurring adjustments. The consolidated balance sheet of the Company as of December 31, 2009, has been derived from the audited consolidated balance sheet of the Company as of that date.

Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These consolidated financial statements should be read in conjunction with a reading of the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, as filed with the Securities and Exchange Commission.

The results of operations for the three-month period ended March 31, 2010, are not necessarily indicative of the results to be expected for the full year.

2.	Supplemental Cash Flow Information

Cash paid for interest for the three months ended March 31, 2010 and 2009, was $1,697 and $2,785, respectively. During the three months ended March 31, 2010 and 2009, the Company had non-cash transactions related to share based payments described in greater detail in Note 5. In addition, a total of $30,000 of accounts payable were converted into common stock and $216,000 of accrued expenses were converted into convertible notes payable.

3.	Notes Payable and Long-Term Debt

We issued convertible notes payable in December 2009 and during the quarter ended March 31, 2010. These notes bear interest at a rate of 8% and are due in 2012. The notes and resulting accrued interest are convertible into shares of our common stock at rates of $0.20 to $0.25 per share. The face amount of the notes due is $2,096,000 and we valued the conversion rights at $644,750, which was recorded as a discount at the time of issuance. This discount is being amortized to interest expense over the term of the note. $216,000 of these notes were issued to officers and directors of the Company.

4.	Stockholders’ Equity

During the three months ended March 31, 2010, we issued 1,000,000 restricted shares of common stock and received net proceeds of $200,000 in an exempt offering under Regulation D of the Securities Act of 1933. We also issued 100,000 restricted shares of common stock in payment of accounts payable in the amount of $30,000. We issued no shares of stock during the three month period ended March 31, 2009.

APPLIED NANOTECH HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

5.	Share-Based Payments

We use the fair value method to account for stock based compensation. We recorded $22,799 and $70,647 in compensation expense in the periods ended March 31, 2010 and 2009, respectively, related to options issued under its stock-based incentive compensation plans. This includes expense related to both options issued in the current year and options issued in prior years for which the requisite service period for those options includes the current year. The fair value of these options was calculated using the Black-Scholes option pricing model. Information related to the assumptions used in this model is set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010. For options issued in 2010, the same approximate assumptions were used. The period ended March 31, 2009 also includes $7,478 of expense related to restricted stock provided to non-employee Directors of the Company as compensation.

6.	Contingencies

Litigation

The Company is a defendant in minor lawsuits described in greater detail in its 2009 annual report on Form 10-K. The Company expects any potential eventual payment to have no material affect on the financial statements.

7.	Business Segments

Following is information related to the Company’s business segments for the three months ended March 31, 2010 and 2009:

	ANI		EBT		All Other		Total
2010

Revenue	$	1,009,636	$	-	$	-	$	1,009,636

Profit (Loss)	(384,963)		(571)		(184,406)		(569,940)

Expenditures for
long-lived assets	4,675		-		-		4,675

2009

Revenue	$	824,525	$	-	$	-	$	824,525

Profit (Loss)	(553,448)		5,459		(285,125)		(833,114)

Expenditures for
long-lived assets	458		-		-		458

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is management’s discussion and analysis of certain significant factors that have affected the Company’s financial position and operating results during the periods included in the accompanying consolidated financial statements.

FORWARD-LOOKING STATEMENTS

This Form 10-Q contains certain forward-looking statements that we believe are within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by such acts. For this purpose, any statements that are not statements of historical fact may be deemed to be forward-looking statements, including the statements under "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding our strategy, future operations, future expectations or future estimates, financial position and objectives of management. Those statements in this Form 10-Q containing the words "believes," "anticipates," "plans," "expects" and similar expressions constitute forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and are subject to a number of risks, uncertainties and assumptions relating to our operations, results of operations, competitive factors, shifts in market demand and other risks and uncertainties.

Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of the assumptions could be inaccurate and actual results may differ from those indicated by the forward-looking statements included in this Form 10-Q. In light of the significant uncertainties inherent in the forward-looking statements included in this Form 10-Q, you should not consider the inclusion of such information as a representation by us or anyone else that we will achieve such results. Moreover, we assume no obligation to update these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements.

Three months ended March 31, 2010 and 2009

OVERVIEW

We are primarily a nanotechnology company engaged in the performance of services and development of technologies based principally on our intellectual property. During all periods presented, our primary revenues were earned as a result of reimbursed research expenditures at our Applied Nanotech, Inc. (“ANI”) subsidiary. As more fully discussed in our Annual Report on Form 10-K for the year ended December 31, 2009, we expect to incur additional research and development expenses throughout 2010 in developing our technology. We are focused on licensing our technology and obtaining sufficient revenue to cover our ongoing research expenditures.

OUTLOOK

We expect our present cash balances, when combined with known revenue sources, to enable us to operate at least through the end of 2010 and well into 2011. We expect to sign additional contracts during that time period which will extend that period further. We have a plan to achieve profitability in 2010, and that plan anticipated a loss in the first quarter, which is expected to be offset by profits for the balance of the year. A critical component of that plan is the receipt of license fees – either in the form of an upfront payment, or from ongoing royalties as a result of product sales by our licensees. We have a $1.0 million license due from our chemical company partner in June 2010, and we expect to sign additional license agreements in 2010.

At the present time, there can be no assurance that we will achieve our plan for profitability in 2010, or even break-even, or that expected revenue sources will all occur as planned. It is not possible for us to achieve profitability without license fees at our present level of activity. In order to achieve profitability solely based on research revenues, our research revenue would have to more than double from our expected level for 2010, and the majority of the revenue would have to come from non-governmental sources. The mix of revenues received could also cause the revenues required to reach break-even to increase. If revenue producing projects require unanticipated expenses, or heavier than anticipated use of outside services and materials, we may be unable to achieve profitability at the expected level of revenues. We believe that we have the ability to continue to obtain funding, if necessary, to enable us to continue operations until we reach profitability.

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (cont.)

This plan is based on current development plans, current operating plans, the current regulatory environment, historical experience in the development of electronic products and general economic conditions. Changes could occur which would cause certain assumptions on which this plan is based to be no longer valid. If adequate funds are not available from operations, or other sources of financing, we may have to eliminate, or reduce substantially, expenditures for research and development, testing and production of its products, or obtain funds through arrangements with other entities that may require us to relinquish rights to certain of our technologies or products. Such results could materially and adversely affect us.

RECENT DEVELOPMENTS

During 2010 we have received three new government contracts totaling approximately $400,000 and received an extension on our contract with a natural gas trade association with a value of approximately $1.0 million. These contracts, in addition to increasing our revenue backlog, will be of significant value in continued development of some of our high potential technologies.

RECENT ACCOUNTING PRONOUNCEMENTS

There are no recent accounting pronouncements that we have not implemented that are expected to have a material impact on our financial statements.

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (cont.)

FINANCIAL CONDITION AND LIQUIDITY

Our cash position increased significantly during the period. At March 31, 2010 we had cash and cash equivalents of approximately $1.7 million as compared with cash and cash equivalents of approximately $300,000 at December 31, 2009. This increase in cash is primarily the result of cash provided by financing activities.

Our operating activities used $430,753 of cash in the quarter ended March 31, 2010 (the “2010 Period”), as opposed to the cash provided by operating activities of $117,133 in the quarter ended March 31, 2009 (the “2009 Period”). The cash used in the 2010 Period is primarily the result of the net loss during the period as further discussed below in the “Results from Operations” section. The cash provided in the 2009 Period was the result of the net loss during that period offset by working capital items. We would expect our cash used in, or provided by, operating activities to fluctuate in future quarters in 2010, depending on the timing of receipt of various items. We expect positive cash flow from operations in future quarters in 2010, but not necessarily all quarters, as a result of increasing revenues, while expenses increase at a much lower rate.

Our cash provided by financing activities was approximately $1.9 million in the 2010 Period. This was the result of issuing common stock and long-term notes payable to increase our cash balance and solidify our financial position. We used cash in financing activities of $9,184 during the 2009 Period, as a result of payments on capital leases. We expect cash used or provided by financing activities to be insignificant for the balance of 2010.

We used an insignificant amount of cash related to the purchase of equipment in both periods. We expect cash used in investing activities to remain at relatively insignificant levels for the balance of 2010.

Historically, the principal source of our liquidity has been funds received from exempt offerings of common stock. Our current cash balance is relatively strong and our plan is to sign additional contracts so that we do not need to raise additional debt or equity in 2010; however, in the event that we do need additional funds, we may seek to sell additional debt or equity securities. While we expect to be able to obtain any funds needed for operations, there can be no assurance that any of these financing alternatives can be arranged on commercially acceptable terms. We believe that our success in reaching profitability will be dependent on our patent portfolio and upon the viability of products using our technology and their acceptance in the marketplace, as well as our ability to obtain additional debt or equity financings in the future, if needed.

We expect to continue to incur substantial expenses for research and development ("R&D"). Further, we believe that certain products that may be developed by potential licensees of our technology may not be available for commercial sale or routine use for a period of one to two years. Others are expected to be available in 2010. While we would likely receive initial license payments, ongoing royalty streams related to some licenses may not be available until potential licensees have introduced products using our technology. Therefore, it is possible that the commercialization of our existing and proposed products may require additional capital in excess of our current funding. We do, however, have a plan to operate profitably in 2010 based on the receipt of research funding, license agreements, and other revenues. Achievement of at least break-even would enable us to continue our research without seeking additional debt or equity financing in the future.

Because the timing and receipt of revenues from the license or royalty agreements will be tied to the achievement of certain product development, testing and marketing objectives, which cannot be predicted with certainty, there may be substantial fluctuations in our results of operations. If revenues do not increase as rapidly as anticipated, or if product development and testing require more funding than anticipated, we may be required to curtail our operations or seek additional financing from other sources at some point in the future. The combined effect of the foregoing may prevent us from achieving sustained profitability for an extended period of time.

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (cont.)

RESULTS OF OPERATIONS

Our loss from operations for the 2010 Period was $569,940, substantially reduced from the loss from the operations of $833,114 for 2009 Period. Our total revenues for the 2010 Period were approximately $175,000 higher than the 2009 Period; however our total costs associated with the revenues decreased during the 2010 Period. The reasons for the decreased loss are discussed in more detail below.

Our revenues for the quarter ended March 31, 2010, totaled $1,009,636, compared to $824,525 for the same quarter in 2009. The revenues in both periods were all from ANI, and substantially all the result of reimbursed research expenditures. The majority of the revenues in both periods came from government sources. At the present stage of our development, significant conclusions cannot be drawn by comparing revenues from period to period; however, we would expect the quarterly revenue for the balance of 2010 to increase above the first quarter level. Our plan calls for minimum revenues of $6.0 million for 2010. Our business strategy is built on developing a royalty stream from licensing our intellectual property. To supplement this, we also seek funding from both governmental and private sources to help fund our research. Until we are able to develop a steady revenue stream from royalties, our revenues will tend to fluctuate greatly from quarter to quarter. Our private research funding tends to come in large amounts at sporadic times.

We have a revenue backlog of approximately $3.2 million as of March 31, 2010, and we expect our revenue to continue at or above current levels in future quarters as a result of this backlog. We had a total revenue backlog of approximately $3.7 million as of March 31, 2009, and a revenue backlog of $2.9 million as of December 31, 2009. Our ability to perform continued research, or fulfill our backlog, should not require significant additional personnel; however, we do plan to increase this backlog significantly throughout 2010 and an increase in revenue levels may require additional personnel. We also expect to receive a $1.0 million license payment from our chemical company partner in June 2010 that is not included in these revenue backlog numbers.

We incurred research and development expenses of $977,680 for the 2010 Period, an increase from the $928,148 incurred in the 2009 Period. This increase in research expenses is a direct result of the increased revenue in the 2010 Period. We expect research and development expenditures to gradually increase for the remainder of the year as additional new funded projects begin. Significant new revenue producing research programs beyond those already identified could, however, cause research and development expenditures to increase further.

Our selling, general, and administrative expenses were $555,499 for the 2010 Period, compared with $733,843 for the 2009 Period – a decrease of about $180,000. This decrease in selling, general, and administrative expenses was a result of our wide ranging cost reduction efforts.

Our interest income is insignificant, but decreased during the 2010 Period as a result of a lower average level of invested cash balances, combined with lower interest rates in 2009. Our interest income results from the investment of excess funds in short term interest bearing instruments, primarily certificates of deposit, commercial paper, and money market funds. We expect our interest income to remain at insignificant levels for the balance of 2010. Our interest expense increased significantly in the 2010 Period as a result of our issuance of the convertible notes payable. This interest expense includes both the stated interest rate on the debt and the amortization of the discount associated with the notes. We would expect our interest expense to remain at these higher levels for the balance of 2010.

During the 2009 Period we had a gain of $6,000 related to payments received related to intellectual property sold by our Electronic Billboard Technology, Inc. subsidiary in 2006. It is possible that we will receive additional payments related to this agreement in future quarters and future years; however, the amount of such payments, if any, can not be predicted. During the 2010 Period we had gains related to the sale of certain scrap materials and equipment.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not use any derivative financial instruments for hedging, speculative, or trading purposes. Our exposure to market risk is currently immaterial.

ITEM 4. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the period covered by this report (the "Evaluation Date"). Based upon this evaluation, our principal executive officer and principal financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission ("SEC") reports is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms relating to the Company, including, our consolidated subsidiaries, and was made known to them by others within those entities, particularly during the period when this report was being prepared.

In addition, there were no significant changes in our internal controls over financial reporting or in other factors that could significantly affect these controls subsequent to the Evaluation Date. We have not identified any material weaknesses in our internal controls, and therefore, no corrective actions were taken.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

From January 1, 2010 through March 31, 2010, we issued 1,100,000 restricted shares of common stock and received net proceeds of $230,000 in exempt offerings under Regulation D of the Securities Act of 1933.

ITEM 6. EXHIBITS

(a) Exhibits: See Index to Exhibits on page 15 for a descriptive response to this item.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	APPLIED NANOTECH HOLDINGS, INC. (Registrant)

Date: May 3, 2010
	/s/ Douglas P. Baker Douglas P. Baker Chief Executive Officer, Chief Financial Officer (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)

INDEX TO EXHIBITS

The following documents are filed as part of this Report:

Exhibit

11	Computation of (Loss) Per Common Share

31.1	Rule 13a-14(a)/15d-14(a) Certificate of Douglas P. Baker

32.1	Section 1350 Certificate of Douglas P. Baker