[X] |
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
FOR THE QUARTERLY PERIOD ENDED JUNE
30, 2005
|
[_] |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
FOR THE TRANSITION PERIOD FROM _________________ TO
_________________
|
Canada
|
1-12497
|
33-1084375
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File No.)
|
(IRS
Employer Identification
No.)
|
PART
I - FINANCIAL INFORMATION
|
|||||||
Item
1. Financial Statements
|
|||||||
ALTAIR
NANOTECHNOLOGIES INC. AND SUBSIDIARIES
|
|||||||
CONSOLIDATED
BALANCE SHEETS
|
|||||||
(Expressed
in United States Dollars)
|
|||||||
(Unaudited)
|
|||||||
June
30,
|
December
31,
|
||||||
2005
|
2004
|
||||||
ASSETS
|
|||||||
Current
Assets
|
|||||||
Cash
and cash equivalents
|
$
|
29,686,129
|
$
|
7,357,843
|
|||
Accounts
receivable
|
380,377
|
499,599
|
|||||
Prepaid
expenses and other current assets
|
94,538
|
182,595
|
|||||
Total
current assets
|
30,161,044
|
8,040,037
|
|||||
Investment
in Available for Sale Securities
|
420,000
|
-
|
|||||
Property,
Plant and Equipment, net
|
6,579,867
|
6,513,907
|
|||||
Patents,
net
|
932,470
|
974,877
|
|||||
Other
Assets
|
23,200
|
18,200
|
|||||
Total
Assets
|
$
|
38,116,581
|
$
|
15,547,021
|
|||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
Current
Liabilities
|
|||||||
Trade
accounts payable
|
$
|
757,088
|
$
|
81,030
|
|||
Accrued
liabilities
|
615,893
|
295,743
|
|||||
Note
payable, current portion
|
600,000
|
-
|
|||||
Total
current liabilities
|
1,972,981
|
376,773
|
|||||
Note
Payable, Long-Term Portion
|
2,382,603
|
2,880,311
|
|||||
Commitments
and Contingencies
|
|||||||
Stockholders'
Equity
|
|||||||
Common
stock, no par value, unlimited shares authorized;
|
|||||||
58,898,789 and 49,775,694 shares issued and
|
|||||||
outstanding at June 30, 2005 and December 31, 2004
|
91,483,656
|
65,505,630
|
|||||
Accumulated
deficit
|
(57,380,730
|
)
|
(53,215,693
|
)
|
|||
Deferred
compensation expense
|
(166,929
|
)
|
-
|
||||
Accumulated
other comprehensive loss
|
(175,000
|
)
|
-
|
||||
Total
Stockholders' Equity
|
33,760,997
|
12,289,937
|
|||||
Total
Liabilities and Stockholders' Equity
|
$
|
38,116,581
|
$
|
15,547,021
|
|||
See
notes to the consolidated financial
statements.
|
ALTAIR
NANOTECHNOLOGIES INC. AND SUBSIDIARIES
|
|||||||||||||
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
|||||||||||||
(Expressed
in United States Dollars)
|
|||||||||||||
(Unaudited)
|
|||||||||||||
Three
Months Ended
|
Six
Months Ended
|
||||||||||||
June
30,
|
June
30,
|
||||||||||||
2005
|
2004
|
2005
|
2004
|
||||||||||
Revenues
|
|||||||||||||
License
fees
|
$
|
-
|
$
|
-
|
$
|
695,000
|
$
|
-
|
|||||
Product
sales
|
42,485
|
1,221
|
65,593
|
2,843
|
|||||||||
Commercial
collaborations
|
160,775
|
117,244
|
257,041
|
234,915
|
|||||||||
Contracts
and grants
|
299,621
|
35,768
|
512,827
|
56,224
|
|||||||||
Total
revenues
|
502,881
|
154,233
|
1,530,461
|
293,982
|
|||||||||
Operating
Expenses
|
|||||||||||||
Cost
of product sales
|
12,461
|
189
|
16,007
|
536
|
|||||||||
Research
and development
|
744,142
|
595,185
|
1,525,677
|
987,855
|
|||||||||
Sales
and marketing
|
190,670
|
67,579
|
921,108
|
199,716
|
|||||||||
General
and administrative expenses
|
1,355,698
|
1,400,002
|
2,921,133
|
2,476,415
|
|||||||||
Depreciation
and amortization
|
251,455
|
220,314
|
496,085
|
441,510
|
|||||||||
Total
operating expenses
|
2,554,426
|
2,283,269
|
5,880,010
|
4,106,032
|
|||||||||
Loss
from Operations
|
2,051,545
|
2,129,036
|
4,349,549
|
3,812,050
|
|||||||||
Other
(Income) Expense
|
|||||||||||||
Interest
expense
|
51,592
|
48,114
|
102,292
|
95,396
|
|||||||||
Interest
income
|
(184,383
|
)
|
(23,436
|
)
|
(287,659
|
)
|
(43,374
|
)
|
|||||
Loss
on foreign exchange
|
324
|
318
|
855
|
717
|
|||||||||
Total
other (income) expense, net
|
(132,467
|
)
|
24,996
|
(184,512
|
)
|
52,739
|
|||||||
Net
Loss
|
$
|
1,919,078
|
$
|
2,154,032
|
$
|
4,165,037
|
$
|
3,864,789
|
|||||
Loss
per common share - Basic and diluted
|
$
|
0.03
|
$
|
0.04
|
$
|
0.07
|
$
|
0.08
|
|||||
Weighted
average shares - Basic and diluted
|
58,814,970
|
48,740,271
|
56,524,538
|
48,036,745
|
|||||||||
See
notes to the consolidated financial statements.
|
ALTAIR
NANOTECHNOLOGIES INC. AND SUBSIDIARIES
|
|||||||||||||||||||
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY
|
|||||||||||||||||||
(Expressed
in United States Dollars)
|
|||||||||||||||||||
(Unaudited)
|
|||||||||||||||||||
|
|||||||||||||||||||
Deferred
|
Accumulated
|
||||||||||||||||||
|
Compen-
|
Other
|
|||||||||||||||||
|
|
Common
Stock
|
Accumulated
|
sation
|
Comprehensive
|
||||||||||||||
Shares
|
Amount
|
Deficit
|
Expense
|
Loss
|
Total
|
||||||||||||||
BALANCE,
JANUARY 1, 2005
|
49,775,694
|
$
|
65,505,630
|
$
|
(53,215,693
|
)
|
$
|
-
|
$
|
-
|
$
|
12,289,937
|
|||||||
Comprehensive
loss:
|
|||||||||||||||||||
Net
loss
|
-
|
-
|
(4,165,037
|
)
|
-
|
-
|
(4,165,037
|
)
|
|||||||||||
Other
comprehensive loss,
|
|||||||||||||||||||
net
of taxes of $0
|
-
|
-
|
-
|
-
|
(175,000
|
)
|
(175,000
|
)
|
|||||||||||
Comprehensive
loss:
|
-
|
-
|
-
|
-
|
-
|
(4,340,037
|
)
|
||||||||||||
Variable
accounting on stock options
|
-
|
477,364
|
-
|
-
|
-
|
477,364
|
|||||||||||||
Exercise
of stock options
|
1,145,500
|
1,740,190
|
-
|
-
|
-
|
1,740,190
|
|||||||||||||
Exercise
of warrants
|
2,879,281
|
4,259,672
|
-
|
-
|
-
|
4,259,672
|
|||||||||||||
Issuance
of restricted stock
|
60,000
|
171,000
|
-
|
(171,000
|
)
|
-
|
-
|
||||||||||||
Amortization
of deferred
|
|||||||||||||||||||
compensation
expense
|
-
|
-
|
-
|
4,071
|
-
|
4,071
|
|||||||||||||
Common
stock issued, net of
|
|||||||||||||||||||
issuance
costs
|
5,038,314
|
19,329,800
|
-
|
-
|
-
|
19,329,800
|
|||||||||||||
BALANCE,
JUNE 30, 2005
|
58,898,789
|
$
|
91,483,656
|
$
|
(57,380,730
|
)
|
$
|
(166,929
|
)
|
$
|
(175,000
|
)
|
$
|
33,760,997
|
|||||
See
notes to the consolidated financial statements.
|
ALTAIR
NANOTECHNOLOGIES INC. AND SUBSIDIARIES
|
|||||||||||||
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|||||||||||||
(Expressed
in United States Dollars)
|
|||||||||||||
(Unaudited)
|
|||||||||||||
Three
Months Ended
|
Six
Months Ended
|
||||||||||||
June
30,
|
June
30,
|
||||||||||||
2005
|
2004
|
2005
|
2004
|
||||||||||
Cash
flows from operating activities:
|
|||||||||||||
Net
loss
|
$
|
(1,919,078
|
)
|
$
|
(2,154,032
|
)
|
$
|
(4,165,037
|
)
|
$
|
(3,864,789
|
)
|
|
Adjustments
to reconcile net loss to net cash
|
|||||||||||||
used
in operating activities:
|
|||||||||||||
Depreciation
and amortization
|
251,455
|
220,314
|
496,085
|
441,510
|
|||||||||
Stock
options issued to non-employees
|
-
|
135,426
|
-
|
253,700
|
|||||||||
Stock
options issued to employees
|
-
|
39,001
|
-
|
39,001
|
|||||||||
Variable
accounting on stock options
|
(170,975
|
)
|
(178,662
|
)
|
477,364
|
(78,078
|
)
|
||||||
Securities
received in payment of license fees
|
-
|
-
|
(595,000
|
)
|
-
|
||||||||
Amortization
of discount on note payable
|
51,592
|
48,114
|
102,292
|
95,396
|
|||||||||
Amortization
of deferred compensation expense
|
4,071
|
-
|
4,071
|
-
|
|||||||||
Loss
on disposal of fixed assets
|
-
|
|
33,393
|
-
|
|
33,393
|
|||||||
Changes
in assets and liabilities:
|
|||||||||||||
Accounts
receivable, net
|
(87,276
|
)
|
32,826
|
119,222
|
(45,406
|
)
|
|||||||
Prepaid
expenses and other current assets
|
(9,217
|
)
|
69,314
|
88,057
|
38,422
|
||||||||
Other
assets
|
(5,000
|
)
|
-
|
(5,000
|
)
|
-
|
|||||||
Trade
accounts payable
|
482,960
|
54,090
|
676,058
|
191,514
|
|||||||||
Accrued
liabilities
|
(413,361
|
)
|
303,473
|
320,150
|
350,930
|
||||||||
Net
cash used in operating activities
|
(1,814,829
|
)
|
(1,396,743
|
)
|
(2,481,738
|
)
|
(2,544,407
|
)
|
|||||
Cash
flows from investing activities:
|
|||||||||||||
Purchase
of property and equipment
|
(254,928
|
)
|
(142,935
|
)
|
(519,638
|
)
|
(178,857
|
)
|
|||||
Cash
flows from financing activities:
|
|||||||||||||
Issuance
of common shares for cash, net of
|
|||||||||||||
issuance
costs
|
9,400
|
-
|
19,329,800
|
-
|
|||||||||
Proceeds
from exercise of stock options
|
114,200
|
32,595
|
1,740,190
|
737,709
|
|||||||||
Proceeds
from exercise of warrants
|
-
|
197,335
|
4,259,672
|
8,296,356
|
|||||||||
Net
cash provided by financing activities
|
123,600
|
229,930
|
25,329,662
|
9,034,065
|
|||||||||
Net
increase (decrease) in cash and cash equivalents
|
(1,946,157
|
)
|
(1,309,748
|
)
|
22,328,286
|
6,310,801
|
|||||||
Cash
and cash equivalents, beginning of period
|
31,632,286
|
11,490,218
|
7,357,843
|
3,869,669
|
|||||||||
Cash
and cash equivalents, end of period
|
$
|
29,686,129
|
$
|
10,180,470
|
$
|
29,686,129
|
$
|
10,180,470
|
|||||
Supplemental
disclosures:
|
|||||||||||||
Cash
paid for interest
|
None
|
None
|
None
|
None
|
|||||||||
Cash
paid for income taxes
|
None
|
None
|
None
|
None
|
|||||||||
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||
June
30,
|
June
30,
|
||||||||||||
2005
|
2004
|
2005
|
2004
|
||||||||||
Net
loss
|
$
|
1,919,078
|
$
|
2,154,032
|
$
|
4,165,037
|
$
|
3,864,789
|
|||||
Unrealized
loss on investment in available for
|
|||||||||||||
sale
securities, net of taxes of $0
|
177,000
|
-
|
175,000
|
-
|
|||||||||
Comprehensive
loss
|
$
|
2,096,078
|
$
|
2,154,032
|
$
|
4,340,037
|
$
|
3,864,789
|
Six
Months Ended
|
|||||||
June
30,
|
|||||||
2005
|
2004
|
||||||
Dividend
yield
|
None
|
None
|
|||||
Expected
volatility
|
106
|
%
|
61
|
%
|
|||
Risk-free
interest rate
|
3.84
|
%
|
3.29
|
%
|
|||
Expected
life (years)
|
3.06
|
4.20
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||
June
30,
|
June
30,
|
||||||||||||
2005
|
2004
|
2005
|
2004
|
||||||||||
Net
loss (basic and diluted) as reported
|
$
|
1,919,078
|
$
|
2,154,032
|
$
|
4,165,037
|
$
|
3,864,789
|
|||||
Add
(Deduct): change in stock-based employee compensation
|
|||||||||||||
included
in reported net loss,
|
|||||||||||||
net
of $0 related tax effects
|
170,975
|
139,661
|
(477,364
|
)
|
39,077
|
||||||||
Add:
total stock-based employee compensation
|
|||||||||||||
expense
determined under fair value based
|
|||||||||||||
method
for all awards, net of $0 related tax effects
|
196,029
|
649,218
|
614,454
|
964,409
|
|||||||||
Pro
forma net loss applicable to shareholders
|
$
|
2,286,082
|
$
|
2,942,911
|
$
|
4,302,127
|
$
|
4,868,275
|
|||||
Loss
per common share (basic and diluted):
|
|||||||||||||
As
reported
|
$
|
0.03
|
$
|
0.04
|
$
|
0.07
|
$
|
0.08
|
|||||
Pro
forma
|
$
|
0.04
|
$
|
0.06
|
$
|
0.08
|
$
|
0.10
|
June
30, 2005
|
December
31, 2004
|
||||||
Note
payable to BHP Minerals
|
|||||||
International,
Inc.
|
$
|
2,982,603
|
$
|
2,880,311
|
|||
Less
current portion
|
600,000
|
-
|
|||||
Long-term
portion of notes payable
|
$
|
2,382,603
|
$
|
2,880,311
|
Gross
|
Net
|
|||||||||
Carrying
|
Accumulated
|
Carrying
|
||||||||
Amount
|
Amortization
|
Amount
|
||||||||
Patents
and related expenditures
|
$
|
1,517,736
|
$
|
(585,266
|
)
|
$
|
932,470
|
(Income)
|
Depreciation
|
||||||||||||
Loss
From
|
and
|
||||||||||||
Net
Sales
|
Operations
|
Amortization
|
Assets
|
||||||||||
Three Months Ended June 30, 2005 | |||||||||||||
Performance
Materials
|
$ | 476,999 | $ | 259,186 | $ | 228,133 | $ | 5,493,323 | |||||
Life
Sciences
|
25,882 | 89,008 | 303 | 457,294 | |||||||||
Tennessee
Mineral Property
|
- | 36,318 | - | 18,200 | |||||||||
Altair
Jig
|
- | 732 | - | - | |||||||||
Corporate
and other
|
- | 1,666,301 | 23,019 | 32,147,764 | |||||||||
Consolidated
Total
|
$ | 502,881 | $ | 2,051,545 | $ | 251,455 | $ | 38,116,581 | |||||
Three Months Ended June 30, 2004 | |||||||||||||
Performance
Materials
|
$ | 154,234 | $ | 1,057,227 | $ | 205,926 | $ | 5,126,306 | |||||
Life
Sciences
|
- | 170,947 | - | - | |||||||||
Tennessee
Mineral Property
|
- | 82,079 | - | - | |||||||||
Altair
Jig
|
- | 18 | - | - | |||||||||
Corporate
and other
|
- | 818,765 | 14,388 | 12,555,188 | |||||||||
Consolidated
Total
|
$ | 154,234 | $ | 2,129,037 | $ | 220,314 | $ | 17,681,494 | |||||
Six
Months Ended June 30, 2005
|
|||||||||||||
Performance
Materials
|
$
|
809,579
|
$
|
1,349,915
|
$
|
449,030
|
$
|
5,493,323
|
|||||
Life
Sciences
|
720,882
|
(440,583
|
)
|
2,993
|
457,294
|
||||||||
Tennessee
Mineral Property
|
-
|
39,533
|
-
|
18,200
|
|||||||||
Altair
Jig
|
-
|
3,182
|
-
|
-
|
|||||||||
Corporate
and other
|
-
|
3,397,503
|
44,062
|
32,147,764
|
|||||||||
Consolidated
Total
|
$
|
1,530,461
|
$
|
4,349,549
|
$
|
496,085
|
$
|
38,116,581
|
|||||
Six
Months Ended June 30, 2004
|
|||||||||||||
Performance
Materials
|
$
|
293,982
|
$
|
1,963,644
|
$
|
409,535
|
$
|
5,126,306
|
|||||
Life
Sciences
|
-
|
193,854
|
-
|
-
|
|||||||||
Tennessee
Mineral Property
|
-
|
144,479
|
-
|
-
|
|||||||||
Altair
Jig
|
-
|
2,154
|
-
|
-
|
|||||||||
Corporate
and other
|
-
|
1,507,919
|
31,975
|
12,555,188
|
|||||||||
Consolidated
Total
|
$
|
293,982
|
$
|
3,812,050
|
$
|
441,510
|
$
|
17,681,494
|
Sales
- 3 Months
|
Accounts
|
||||||
Ended
|
Receivable
at
|
||||||
Customer
|
June
30, 2005
|
June
30, 2005
|
|||||
Performance
Materials Division:
|
|||||||
Western
Michigan University
|
$
|
138,730
|
$
|
98,930
|
|||
Western
Oil Sands
|
69,854
|
56,674
|
|||||
UNLV
Research Foundation
|
160,890
|
104,702
|
Sales
- 3 Months
|
Accounts
|
||||||
Ended
|
Receivable
at
|
||||||
Customer
|
June
30, 2004
|
June
30, 2004
|
|||||
Performance
Materials Division:
|
|||||||
Western
Oil Sands
|
$
|
71,534
|
$
|
16,651
|
|||
Western
Michigan University
|
35,768
|
27,511
|
|||||
Kumba
Resources
|
20,000
|
-
|
Sales
- 6 Months
|
Accounts
|
||||||
Ended
|
Receivable
at
|
||||||
Customer
|
June
30, 2005
|
June
30, 2005
|
|||||
Performance
Materials Division:
|
|||||||
Western
Michigan University
|
$
|
248,439
|
$
|
98,930
|
|||
Western
Oil Sands, Inc.
|
165,235
|
56,674
|
|||||
UNLV
Research Foundation
|
231,054
|
104,702
|
|||||
Life
Sciences Division:
|
|||||||
Spectrum
Pharmaceuticals, Inc.
|
720,881
|
25,881
|
Sales
- 6 Months
|
Accounts
|
||||||
Ended
|
Receivable
at
|
||||||
Customer
|
June
30, 2004
|
June
30, 2004
|
|||||
Performance
Materials Division:
|
|||||||
Titanium
Metals Corp.
|
$
|
75,000
|
$
|
-
|
|||
Western
Michigan University
|
56,224
|
27,511
|
|||||
Western
Oil Sands, Inc.
|
114,205
|
16,651
|
Revenues
-
|
Revenues
-
|
||||||
3
Months Ended
|
3
Months Ended
|
||||||
Geographic
information (a):
|
June
30, 2005
|
June
30, 2004
|
|||||
United
States
|
$
|
416,527
|
$
|
62,699
|
|||
Canada
|
82,354
|
71,534
|
|||||
Other
foreign countries
|
4,000
|
20,000
|
|||||
Total
|
$
|
502,881
|
$
|
154,233
|
|||
(a)
Revenues are attributed to countries based on location of
customer.
|
Revenues
-
|
Revenues
-
|
||||||
6
Months Ended
|
6
Months Ended
|
||||||
Geographic
information (a):
|
June
30, 2005
|
June
30, 2004
|
|||||
United
States
|
$
|
1,363,404
|
$
|
179,777
|
|||
Canada
|
166,416
|
114,205
|
|||||
Other
foreign countries
|
641
|
-
|
|||||
Total
|
$
|
1,530,461
|
$
|
293,982
|
|||
(a)
Revenues are attributed to countries based on location of
customer.
|
·
|
Advanced
Materials
|
o
|
The
marketing of titanium dioxide pigment production
technology.
|
o
|
The
marketing and production of nano-structured ceramic powders for thermal
spray applications.
|
o
|
The
development of nano-structured ceramic powders for nano-sensor
applications.
|
o
|
The
development of titanium dioxide electrode structures in connection
with a
research program aimed at developing a lower-cost process for producing
titanium metals and related alloys.
|
·
|
Air
and Water Treatment
|
o
|
The
development of photocatalytic materials for air
cleansing.
|
o
|
The
marketing, licensing and production of Nanocheck TM
products for phosphate binding to prevent or reduce algae
growth.
|
·
|
Alternative
Energy
|
o
|
The
development of materials for high performance batteries, photovoltaics
and
transparent electrodes for hydrogen generation and fuel
cells.
|
·
|
Pharmaceutical
Products
|
o
|
The
co-development of RenaZorb™, a test-stage active pharmaceutical
ingredient, which is designed to be useful in the treatment of elevated
serum phosphate levels in patients undergoing kidney
dialysis.
|
o
|
The
co-development of Renalan, a test stage active pharmaceutical ingredient,
which is designed to be useful in the treatment of elevated serum
phosphate levels in companion animals suffering from chronic renal
failure.
|
·
|
Chemical
Delivery Products
|
o
|
The
development of TiNano SpheresTM,
which are rigid, hollow, porous, high surface area ceramic micro
structures that are derived from Altair’s proprietary process technology
for the delivery of chemicals, drugs and biocides.
|
·
|
Biocompatible
Materials
|
o
|
The
development of nanomaterials for use in various products for dental
fillings and dental products.
|
·
|
Spectrum
must complete animal testing of our RenaZorb™ product demonstrating
specified result levels for RenaZorb™, which we expect to be performed by
September 2005. Successful completion of this milestone under our
license
agreement with Spectrum will result in Spectrum’s release of the
associated milestone payment to Altair, an additional 100,000 restricted
shares of Spectrum common stock. In the meantime, Altair and Spectrum
are
continuing with their development work, and Altair will receive additional
revenues if and when specified milestone results are
achieved.
|
·
|
Licensing
and product purchase commitments for our Nanocheck™ swimming pool product
are currently under discussion. Successful completion of potential
license
agreement(s) and product purchase commitments are essential for the
commercialization of the Nanocheck™ product, which could bring
manufacturing and licensing revenue in late 2005, 2006 and
beyond.
|
·
|
The
initial phase of work for the Western Oil Sands license agreement
is
expected to be complete by December 31, 2005. In order for this project
to
move toward commercialization, we must successfully complete the
initial
phase, it must be determined that the oil sands tailings have sufficient
economic value to allow the process to be viable, and Western Oil
Sands
must decide to proceed with phase two.
|
·
|
We
have completed phase one work under a National Science Foundation
grant to
produce materials enabling a next generation of rechargeable batteries
and
have been awarded a phase two grant of $476,850. The ultimate
commercialization of our battery materials will be dependant upon
our
ability to secure a technology license or similar agreement with
one or
more battery manufacturers. We have entered into a development agreement
or material evaluation agreement with a number of battery manufacturers
and are currently in discussions with other battery manufacturers
but
cannot project when, or if, we will enter into a commercialization
agreement with respect to our battery materials technology and what
the
terms of such agreement may be.
|
·
|
a
licensing agreement with Spectrum Pharmaceuticals, Inc. for
RenaZorb™
under which we realized $695,000 of revenue in the first quarter
of 2005.
We expect to receive approximately $500,000 of additional revenue
during
the remainder of 2005 in the form of restricted shares of Spectrum
common
stock, contingent on successful completion of animal
testing.
|
·
|
a
contract with Western Oil Sands, Inc. for the production of titanium
dioxide pigment and pigment-related products from oil sands. We have
approximately $30,000 of work remaining to be done on an existing
contract
and expect to enter into a second phase contract for additional work
in
late 2005 or early 2006.
|
·
|
a
contract with Western Michigan University to develop nanosensors
for the
detection of chemical, biological and radiological agents. We have
approximately $10,000 of work to be done under existing contracts
during
the remainder of 2005.
|
·
|
an
agreement with the University of Nevada, Las Vegas Research Foundation
to
act as a subcontractor under a $3,000,000 grant awarded to them by
the
U.S. Department of Energy for joint research activities related to
solar
hydrogen production. We have approximately $150,000 of work remaining
to
be done in 2005 under the
agreement.
|
·
|
a contract
with NSF for Phase II work on the development of advanced battery
materials which begins October 1, 2005. We expect to generate
approximately $80,000 of revenues during the remainder of 2005 in
connection with this contract.
|
Contractual Obligations |
Total
|
Less
Than 1
Year
|
1-3
Years
|
4-5
Years
|
After
5
Years
|
|||||||||||
Notes
Payable
|
$
|
3,000,000
|
* |
$
|
600,000
|
$
|
1,200,000
|
$
|
1,200,000
|
$
|
-
|
|||||
Interest
on notes payable
|
525,000
|
105,000
|
294,000
|
126,000
|
-
|
|||||||||||
Mineral
Leases**
|
124,509
|
40,362
|
56,548
|
27,599
|
-
|
|||||||||||
Contractual
Service Agreements
|
326,803
|
289,303
|
37,500
|
-
|
-
|
|||||||||||
Unfulfilled
Purchase Orders
|
94,985
|
94,985
|
-
|
-
|
-
|
|||||||||||
Total
Contractual Obligations
|
$
|
4,071,297
|
$
|
1,129,650
|
$
|
1,588,048
|
$
|
1,353,599
|
$
|
-
|
*
Before discount of $17,397.
|
||||||||||
**
Although we expect to terminate substantially all mineral leases
by the
end of 2005, the obligations are included here because they are
not yet
terminated.
|
·
|
Long-Lived
assets. Our long-lived assets consist principally of the nanomaterials
and
titanium dioxide pigment assets, the intellectual property (patents
and
patent applications) associated with those assets, and a building.
At June
30, 2005, the carrying value of these assets was $7,512,339, or 20%
of
total assets. We evaluate the carrying value of long-lived assets
when
events or circumstances indicate that an impairment may exist. In
our
evaluation, we estimate the net undiscounted cash flows expected
to be
generated by the assets, and recognize impairment when such cash
flows
will be less than the carrying values. Events or circumstances that
could
indicate the existence of a possible impairment include obsolescence
of
the technology, an absence of market demand for the product, and/or
the
partial or complete lapse of technology rights protection.
|
·
|
Stock-Based
Compensation. We have stock option plans which provide for the issuance
of
common stock options to employees and service providers. Although
SFAS No.
123, Accounting
for Stock Based Compensation,
encourages entities to adopt a fair-value-based method of accounting
for
stock options and similar equity instruments, it also allows an entity
to
continue measuring compensation cost for stock-based compensation
for
employees and directors using the intrinsic-value method of accounting
prescribed by APB 25, Accounting
for Stock Issued to Employees.
We have elected to follow the accounting provisions of APB 25 and
to
furnish the pro forma disclosures required under SFAS 123 for employees
and directors, but we also issue warrants and options to non-employees
that are recognized as expense when issued in accordance with the
provisions of SFAS 123. We calculate compensation expense under SFAS
123
using a modified Black-Scholes option pricing model. In so doing,
we
estimate certain key assumptions used in the model. We believe the
estimates we use, which are presented in Note 2 of the Notes to
Consolidated Financial Statements included above in this Form 10-Q,
are
appropriate and reasonable. As explained in Note 2 to the Consolidated
Financial Statements, the Financial Accounting Standards Board has
issued
a revision to SFAS 123 that eliminates the alternative of applying
the
intrinsic value measurement provisions of APB 25. We are required
to adopt
the revised SFAS 123 no later than January 1, 2006. Although we have
not
yet quantified the effects of adoption, it is expected that the new
standard will result in significant additional expense, depending
upon the
nature and amount of stock-based compensation awards which may be
granted.
|
·
|
Revenue
Recognition. We recognize revenue when persuasive evidence of an
arrangement exists, delivery has occurred or the service has been
performed, the fee is fixed and determinable, and collectibility
is
probable. During the six months ended June 30, 2005, our
revenues
were derived from license fees, product sales, commercial collaborations
and contracts and grants. License fees are recognized when
the
earnings process is complete. Revenue for product sales is recognized
at
the time the purchaser has accepted delivery of the product. Based
on the
specific terms and conditions of each contract or grant, revenues
are
recognized on a time and materials basis, a percentage of completion
basis
and/or a completed contract basis. Revenue under contracts based
on time
and materials is recognized at contractually billable rates as labor
hours
and expenses are incurred. Revenue under contracts based on a fixed
fee
arrangement is recognized based on various performance measures,
such as
stipulated milestones. As these milestones are achieved,
revenue is
recognized. From time to time, facts develop that may require
us to
revise our estimated total costs or revenues expected. The
cumulative effect of revised estimates is recorded in the period
in which
the facts requiring revisions become known. The full amount
of
anticipated losses on any type of contract is recognized in the period
in
which it becomes known.
|
·
|
Overhead
Allocation. Facilities overhead, which is comprised primarily of
occupancy
and related expenses, is initially recorded in general and administrative
expenses and then allocated monthly to research and development expense
based on labor costs. Facilities overhead allocated to research and
development projects may be chargeable when invoicing customers under
certain research and development
contracts.
|
·
|
Allowance
for Doubtful Accounts. The allowance for doubtful accounts is based
on our
assessment of the collectibility of specific customer accounts and
the
aging of accounts receivable. We analyze historical bad debts,
the
aging of customer accounts, customer concentrations, customer
credit-worthiness, current economic trends and changes in our customer
payment patterns when evaluating the adequacy of the allowance for
doubtful accounts. From period to period, differences in
judgments
or estimates utilized may result in material differences in the amount
and
timing of our bad debt expenses.
|
·
|
Our
pending patent applications may not be granted for various reasons,
including the existence of similar patents or defects in the
applications;
|
·
|
The
patents we have been granted may be challenged, invalidated or
circumvented because of the pre-existence of similar patented or
unpatented intellectual property rights or for other
reasons;
|
·
|
Parties
to the confidentiality and invention agreements may have such agreements
declared unenforceable or, even if the agreements are enforceable,
may
breach such agreements;
|
·
|
The
costs associated with enforcing patents, confidentiality and invention
agreements or other intellectual property rights may make aggressive
enforcement cost prohibitive;
|
·
|
Even
if we enforce our rights aggressively, injunctions, fines and other
penalties may be insufficient to deter violations of our intellectual
property rights; and
|
·
|
Other
persons may independently develop proprietary information and techniques
that, although functionally equivalent or superior to our proprietary
intellectual information and techniques, do not breach our patented
or
unpatented proprietary rights.
|
·
|
further
testing conducted by Spectrum may indicate that RenaZorbTM
is
less effective than existing products, is unsafe, has significant
side
effects or is otherwise not viable;
|
·
|
Spectrum
may be unable to obtain FDA or other regulatory approval of
RenaZorbTM
for technical, political or other reasons or, even if it obtains
such
approval, may not obtain such approval on a timely
basis;
|
·
|
products
containing RenaZorbTM
may not be accepted in the market for various reasons, including
questions
about its efficacy, safety and side effects or because of poor marketing
by Spectrum;
|
·
|
Spectrum
may terminate the license agreement, experience financial or other
problems or otherwise fail to effectively test, seek approval for
and
market RenaZorbTM;
and
|
·
|
prior
to or following regulatory approval, superior products may be developed
and introduced into the market.
|
·
|
batteries
utilizing the technology may not exhibit expected charge rates, discharge
rates or durability run time or other feature when used in real world
applications; batteries incorporating the technology may not meet
the
distinct needs of potential customers, applications or industries
or
otherwise prove competitive with existing technologies or technologies
under development on account of technical limitations such as a short
run
time between charges or excessive heat generation;
and
|
·
|
marketing
and branding efforts by us, a potential strategic partner or others
may be
insufficient to attract a sufficient number of
customers.
|
·
|
products
utilizing our titanium dioxide nanoparticle products, most of which
are in
the research or development stage, may not be completed or, if completed,
may not be readily accepted by expected
end-users;
|
·
|
we
may be unable to customize our titanium dioxide nanoparticle products
to
meet the distinct needs of potential customers;
|
·
|
potential
customers may purchase from competitors because of perceived or actual
quality or compatibility
differences;
|
·
|
our
marketing and branding efforts may be insufficient to attract a sufficient
number of customers; and
|
·
|
because
of our limited funding, we may be unable to continue our development
efforts until a strong market for nanoparticles develops.
|
·
|
market
factors affecting the availability and cost of capital
generally;
|
·
|
the
price, volatility and trading volume of our shares of common stock;
|
·
|
our
financial results, particularly the amount of revenue we are generating
from operations;
|
·
|
the
amount of our capital needs;
|
·
|
the
market’s perception of nanotechnology and/or chemical
stocks;
|
·
|
the
economics of projects being pursued;
and
|
·
|
the
market’s perception of our ability to generate revenue through the
licensing or use of our nanoparticle technology for pharmaceutical,
pigment production, nanoparticle production and other
uses.
|
·
|
Intentional
manipulation of our stock price by existing or future shareholders
or a
reaction by investors to trends in our stock rather than the fundamentals
of our business;
|
·
|
A
single acquisition or disposition, or several related acquisitions
or
dispositions, of a large number of our shares, including by short
sellers
covering their position;
|
·
|
The
interest of the market in our business sector, without regard to
our
financial condition, results of operations or business prospects;
|
·
|
Positive
or negative statements or projections about our company or our industry,
by analysts, stock gurus and other
persons;
|
·
|
The
adoption of governmental regulations or government grant programs
and
similar developments in the United States or abroad that may enhance
or
detract from our ability to offer our products and services or affect
our
cost structure;
|
·
|
Economic
and other external market factors, such as a general decline in market
prices due to poor economic indicators or investor distrust;
and
|
·
|
Speculation
by short sellers of our common stock or other persons who stand to
profit
from a rapid increase or decrease in the price of our common
stock.
|
1.
|
The
shareholders considered whether to elect the following persons as
directors, each to serve until the next annual meeting of shareholders
and
until his respective successor shall have been duly elected and shall
qualify:
|
Name
of Nominee
|
Votes
For
|
Votes
Withheld/Abstentions
|
Broker
Non-Votes
|
Michel
Bazinet
|
48,132,790
|
114,408
|
-0-
|
Jon
Bengtson
|
47,971,274
|
275,924
|
-0-
|
James
Golla
|
48,124,190
|
123,008
|
-0-
|
Alan
J. Gotcher
|
48,133,990
|
113,208
|
-0-
|
George
Hartman
|
47,972,374
|
274,824
|
-0-
|
Christopher
Jones
|
47,969,474
|
277,724
|
-0-
|
David
King
|
47,970,174
|
277,024
|
-0-
|
2.
|
The
shareholders considered whether to appoint Deloitte & Touche, LLP as
auditors and authorize the Board of Directors to fix their remuneration.
There were 47,856,782 votes cast in favor, no votes cast against,
138,101
votes withheld, and no broker non-votes, which vote was sufficient
for
approval.
|
3.
|
The
shareholders considered a proposal to approve the Altair Nanotechnologies
Inc. 2005 Stock Incentive Plan. There were 2,797,232 votes cast in
favor,
1,477,248 votes cast against, 86,226 votes withheld, and 43,886,492
broker
non-votes, which vote was sufficient for
approval.
|
4.
|
The
shareholders considered a proposal to approve a bylaw amendment increasing
the quorum requirement for shareholders meeting from two shareholders
to
33⅓ % of the shares entitled to vote at the meeting. There were 4,168,195
votes cast in favor, 133,593 votes cast against, 58,918 votes withheld,
and 43,886,492 broker non-votes, which vote was sufficient for
approval.
|
a) |
See
Exhibit Index attached hereto following the signature
page.
|
Altair Nanotechnologies Inc. | ||
|
|
|
Date: August 15, 2005 | By: | /s/ Alan J. Gotcher |
|
||
Alan J. Gotcher, Chief Executive Officer |
Date: August 15, 2005 | By: | /s/ Edward H. Dickinson |
|
||
Edward H. Dickinson, Chief Financial Officer |
EXHIBIT
INDEX
|
||||
Exhibit
No.
|
Exhibit
|
Incorporated
by Reference/ Filed Herewith
|
||
10.1
|
Subcontract
between the UNLV Research Foundation and Altair Nanomaterials,
Inc.
|
Filed
herewith
|
||
31.1
|
Section
302 Certification of Chief Executive Officer
|
Filed
herewith
|
||
31.2
|
Section
302 Certification of Chief Financial Officer
|
Filed
herewith
|
||
32.1
|
Section
906 Certification of Chief Executive Officer
|
Filed
herewith
|
||
32.2
|
Section
906 Certification of Chief Financial Officer
|
Filed
herewith
|