SOLESENCE, INC. quarterly report, Q3 FY2020

Business context and reporting period

Nanophase Technologies Corporation’s Form 10-Q covers the quarter and nine months ended September 30, 2020. The consolidated company includes wholly owned Solésence, LLC; the filing is not a standalone Solésence report. Nanophase develops and manufactures engineered materials and skin-care products, with businesses in personal-care ingredients, Solésence products, and advanced materials, including medical diagnostics ingredients. Financial amounts below are in thousands of dollars unless stated otherwise.

Financial performance and position

MetricQ3 2020Q3 2019Nine months 2020Nine months 2019
Total revenue$3,888$3,069$12,262$10,118
Gross profit (margin)$1,687 (43.4%)$563 (18.3%)$4,430 (36.1%)$2,279 (22.5%)
Operating income (loss)$552$(815)$1,163$(1,882)
Net income (loss)$430$(862)$795$(2,022)
Net income (loss) per diluted share$0.01$(0.02)$0.02$(0.06)
  • Revenue rose 27% in Q3 and 21% for the nine-month period. Product revenue growth was driven by Solésence and sales to Roche for COVID-19 testing kits, offset in part by lower sunscreen-active sales through the company’s largest customer.
  • Solésence product revenue increased approximately 164% year over year for the nine months. Advanced Materials revenue rose to $3,678 from $1,988, while Personal Care Ingredients revenue declined to $4,190 from $6,464.
  • Cost of revenue was $2,201 in Q3 and $7,832 for nine months. Management cited Solésence manufacturing efficiencies and lower managerial payroll, partly offset by raw-material price inflation. R&D and SG&A expenses also declined year over year.
  • Interest expense increased to $122 in Q3 and $368 for nine months, versus $47 and $140 in the comparable periods, including amortization of the convertible note discount.
  • At September 30, cash was $1,134, current assets $7,768, current liabilities $5,762, and stockholders’ equity $2,476. Cash was $1,194 at December 31, 2019.
  • For the first nine months, operating cash use was $1,732, investing cash use was $448, and financing provided $2,120. Cash declined $60 to $1,134. Receivables and inventory increased by $1,481 and $1,030, respectively, in the operating cash-flow reconciliation.
  • Debt included a $500 bank line balance at quarter-end (repaid October 2), a $1,541 related-party revolving balance, a $500 related-party term loan, and a $952 PPP loan. The convertible note has $2,000 face principal, but its reported carrying amount was $1,030 after unamortized discount. Finance lease liabilities totaled $334.

Changes, outlook, and risks

  • Nanophase swung from losses in 2019 to profits in both the three- and nine-month 2020 periods, with higher revenue and improved gross margins. The shift reflects growth in Solésence and diagnostic-related sales, alongside reduced Personal Care Ingredients sales.
  • Management expected Solésence growth through 2020 and anticipated additional growth in 2021, but described the outlook beyond the first quarter of 2021 as unclear. It said COVID-19 effects on customers, consumer behavior, and markets could continue, and the impact later in 2020 and thereafter was not quantifiable.
  • The filing states that significant doubt exists about the company’s ability to continue as a going concern. Management cautioned that cash, operations, and available borrowing may not fund its plans through September 30, 2021; cash-flow timing and working-capital needs are critical. Elsewhere, management said resources should be adequate through 2020.
  • Debt maturities and financing access are material concerns. The Beachcorp term loan and revolving facility mature March 31, 2021; the Libertyville facility maturity was extended to April 2021. Credit agreements restrict additional indebtedness. The Beachcorp lender is an affiliate of an investor who, with affiliates, beneficially owned approximately 63% of shares.
  • The $952 PPP loan bears 1% interest; forgiveness was not assured and the company was applying for it, with resolution not expected until Q1 2021. Unforgiven amounts are payable in installments through April 2022.
  • BASF supply agreements include financial and other conditions that could give BASF rights to a technology license and/or production equipment. Customer concentration is significant: the top four customers represented approximately 80% of Q3 revenue and 79% of nine-month revenue. BASF, the largest customer in 2019, significantly reduced orders in 2020.
  • Other risks include raw-material cost increases that may not be fully passed through, uncertain demand and COVID-19 disruption, and the possibility that additional financing may be unavailable or dilutive. No material pending legal proceedings were reported; management said disclosure controls were effective.

Important facts for investors to verify

  1. Whether operating cash flow, customer collections, and working-capital requirements support the Solésence growth plan, given the stated going-concern doubt.
  2. Repayment, extension, or refinancing of the Beachcorp and Libertyville facilities due in 2021, including compliance with borrowing terms and covenants.
  3. Whether the PPP loan is forgiven, and the amount and timing of any repayment required.
  4. Whether Solésence and diagnostic sales can offset continuing weakness in Personal Care Ingredients, including reduced orders from the major customer.
  5. Compliance with BASF supply-agreement requirements and any potential technology-transfer or equipment-sale rights.