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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 June 30, 2011
 
¨   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.
 
 
[X]
 Yes
 
[_]
 No
           

 
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.
 
 
[X]
 Yes
 
[_]
 No
           
 
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
 
[X]
 No

 
As of July 31, 2011, the registrant had 118,772,841 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--June 30, 2011 and December 31, 2010
3
       
   
Consolidated Statements of Operations --Three Months and Six Months Ended June 30, 2011 and 2010
4
       
   
Consolidated Statements of Cash Flows -- Six Months Ended June 30, 2011 and 2010
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
11
       
 
Item 4.  Controls and Procedures
11
       
Part II.  Other Information
 
       
 
Item 6.  Exhibits
12
       
Signatures
13

 

 
2

 

PART I.  FINANCIAL INFORMATION
 
ITEM 1.  FINANCIAL STATEMENTS
 
APPLIED NANOTECH HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 

 
ASSETS
 
(Unaudited)
June 30,
2011
   
December 31,
2010
 
Current assets:
           
Cash and cash equivalents
  $ 4,197,359     $ 2,732,570  
Accounts receivable – net of allowance for doubtful accounts
    1,205,449       757,507  
Prepaid expenses and other current assets
    159,637       116,784  
                 
Total current assets
    5,562,445       3,606,861  
                 
Property and equipment, net
    219,092       215,289  
Other assets
    22,233       22,233  
Total assets
  $ 5,803,770     $ 3,844,383  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
Current liabilities:
               
Accounts payable
  $ 518,054     $ 545,973  
Obligations under capital lease
    9,293       17,317  
Accrued liabilities
    307,281       566,623  
Deferred revenue
    506,200       320,000  
                 
Total current liabilities
    1,340,828       1,449,913  
                 
Obligations under capital lease, long-term
    9,782       13,819  
                 
Convertible notes payable, long-term
    1,382,810       1,570,571  
 
  Total Liabilities
    2,733,420       3,034,303  
                 
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, 160,000,000 shares authorized, 118,772,841 and 109,967,628 shares issued and outstanding at  June 30, 2011 and December 31, 2010, respectively
    118,773       109,968  
Additional paid-in capital
    114,284,498       110,986,117  
Accumulated deficit
    (111,332,921 )     (110,286,005 )
                 
Total stockholders’ equity
    3,070,350       810,080  
                 
Total liabilities and stockholders’ equity
  $ 5,803,770     $ 3,844,383  
 
 
See notes to consolidated financial statements.
 

 
3

 

APPLIED NANOTECH HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
 
   
For the Three Months
 Ended June 30,
   
For  the Six Months
Ended June 30,
 
   
2011
   
2010
   
2011
   
2010
 
Revenues
                       
Government contracts
  $ 1,081,544     $ 618,674     $ 2,332,636     $ 1,239,467  
Contract research
    294,809       209,254       843,599       588,965  
License fees and royalties
    261,700       1,000,000       262,840       1,000,000  
Other
    24,481       38,011       160,440       47,143  
          Total revenues
    1,662,534       1,865,939       3,599,515       2,875,575  
                                 
Research and development
    1,391,906       1,068,306       2,993,640       2,045,986  
Selling, general and administrative expenses
    638,141       271,684       1,455,696       827,183  
                                 
Operating costs and expenses
    2,030,047       1,339,990       4,449,336       2,873,169  
                                 
Gain on sale of intellectual property and other assets
                      2,732  
                                 
Income (loss) from operations
    (367,513 )     525,949       (849,821 )       5,138  
                                 
Other income (expense), net
                               
Interest expense
    (78,140 )     (107,659 )     (210,571     (157,050
Interest income
    12,534       496       13,476       758  
                                 
 Income (loss) from continuing operations before taxes
    (433,119 )     418,786       (1,046,916     (151,154 )
                                 
 Provision for taxes
                       
                                 
Net income (loss)
  $ (433,119 )   $ 418,786     $ (1,046,916 )   $ (151,154 )
                                 
Earnings (loss) per share
                               
                                 
Basic and Diluted
  $ (0.00 )   $ 0.00     $ (0.01 )   $ (0.00 )
                                 
Weighted average shares outstanding
                               
                                 
Basic
    118,756,832       108,580,633       114,758,368       108,244,919  
                                 
Diluted     118,756,832       108,729,402       114,758,368       108,244,919  

 
 
See notes to consolidated financial statements.
 

 
4

 

APPLIED NANOTECH HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
 
For  the Six Months Ended
June 30,
 
 
2011
   
2010
 
Cash flows from operating activities:
           
Net loss
  $ (1,046,916 )   $ (151,154 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
Depreciation and amortization expense
    30,601       32,347  
Amortization of discount on debt
    138,239       93,094  
Stock based compensation expense
    338,041       48,163  
Changes in assets and liabilities:
               
Accounts receivable, trade
    (447,942     (120,084
Prepaid expenses and other assets
    (42,853     (44,731
Accounts payable and accrued liabilities
    (195,867     50,651  
Deferred revenue
    186,200       43,636  
                 
Total adjustments
    6,419       103,076  
                 
Net cash used in operating activities
    (1,040,497 )     (48,078 )
                 
Cash flows from investing activities:
               
Purchases of property and equipment
    (34,404 )     (6,460 )
Net cash used in investing activities
    (34,404 )     (6,460 )
                 
Cash flows from financing activities:
               
Repayment of capital leases
    (12,061 )     (10,621 )
Payments on notes payable
          (20,000 )
Proceeds from long-term debt
          1,730,000  
Proceeds from stock issuance, net of costs
    2,551,751       204,368  
                 
       Net cash provided by financing activities
    2,539,690       1,903,747  
                 
Net increase in cash and cash equivalents
    1,464,789       1,849,209  
                 
Cash and cash equivalents, beginning of period
    2,732,570       286,971  
                 
Cash and cash equivalents, end of period
  $ 4,197,359     $ 2,136,180  

 
See notes to consolidated financial statements.
 

 
5

 

APPLIED NANOTECH HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 

 
1.
Basis of Presentation
 
The consolidated financial statements for the three and six month periods ended June 30, 2011 and 2010 have been prepared by us without audit pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, all adjustments necessary to present fairly our financial position, results of operations, and cash flows as of June 30, 2011 and 2010, and for the periods then ended, have been made. Those adjustments consist of normal and recurring adjustments. The consolidated balance sheet as of December 31, 2010, has been derived from the audited consolidated balance sheet as of that date.
 
Certain information and note disclosures normally included in our 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 our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as filed with the U.S. Securities and Exchange Commission.
 
The results of operations for the three and six month periods ended June 30, 2011, 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 six months ended June 30, 2011 and 2010, was $1,783 and $3,325, respectively. During the six months ended June 30, 2011 and 2010, the Company had non-cash transactions related to share based payments described in greater detail in Note 5 and non-cash transactions related to the conversion of notes payable and related accrued interest into common stock that are described in greater detail in Note 3. In addition, a total of $60,000 and $30,000 of accounts payable were converted into common stock in 2011 and 2010, respectively. A total of $216,000 of accrued expenses were converted into convertible notes payable in 2010 and $340,000 of accounts payable were converted into notes payable, all of which were paid in 2010.
 
3. 
Notes Payable and Long-Term Debt
 
We issued convertible notes payable in 2009 and 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 was $2,146,000 and we valued the conversion rights at $647,250, 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. As of June 30, 2011, a total of $526,000 of these notes have been converted to common stock, leaving a remaining principal balance as of that date of $1,620,000. During the six months ended June 30, 2011, a total of $326,000 of principal and related accrued interest of $31,394 was converted into 1,764,144 shares of common stock.
 
4. 
Stockholders' Equity
 
During the six months ended June 30, 2011, we issued 6,578,948 restricted shares of common stock and received proceeds of $2.5 million in an exempt offering under Regulation D of the Securities Act of 1933, and 200,454 shares for total proceeds of $51,751 in connection with the exercise of options by former employees. We also issued 157,895 shares of restricted common stock in payment of accounts payable in the amount of $60,000 during the same period, as well as 103,722 shares in connection with restricted stock payments to employees.
 
During the six months ended June 30, 2010, we issued 1,000,000 restricted shares of common stock and received proceeds of $200,000 in an exempt offering under Regulation D of the Securities Act of 1933 and 18,200 shares for total proceeds of $4,368 in connection with the exercise of expiring options by former employees. We also issued 100,000 restricted shares of common stock in payment of accounts payable in the amount of $30,000.
 

 
6

 


 
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 $338,041 and $48,163 in compensation expense in the periods ended June 30, 2011 and 2010, respectively, related to options and restricted stock issued under our stock-based incentive compensation plans. This includes expense related to both options issued and committed, as well as unissued restricted stock  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 2011, the same approximate assumptions were used.
 
6. 
Contingencies
 
Litigation
 
The Company is a defendant in minor lawsuits described in greater detail in its 2010 Annual Report on Form 10-K. The Company expects any potential eventual payment to have no material effect on the financial statements.
 
 
 
 
 
 
 
 
 
 
 

 
 
7

 

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 our 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.
 
Six months ended June 30, 2011 and 2010
 
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 and licenses 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, 2010, we expect to incur additional research and development expenses throughout 2011 in developing our technology. We are focused on licensing our technology and obtaining sufficient revenue to cover our ongoing research expenditures and operating expenses.
 
OUTLOOK
 
We expect our present cash balances, which were approximately $4.2 million at June 30, 2011, when combined with expected revenue sources, to enable us to operate into the third quarter of 2012, and we expect to sign additional contracts which would extend that period further.  We have a plan to achieve profitability in 2011, and that plan anticipated a loss early in the year, which is expected to be offset by profits later in 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 signed a license agreement in July 2011 that we expect to result in a total upfront payment of $2.0 million. Of that, $1.5 million will be recognized as revenue in July 2011, which will help to offset the loss for the first six months of the year.
 
At the present time, there can be no assurance that we will achieve our plan for profitability in 2011, or even break-even, or that expected revenue sources will all occur as planned. However, given the license agreement in July, and other  projects that we are working on, we still believe our plan is achievable. At our present level of activity, it is not possible for us to achieve profitability without license fees.  In order to achieve profitability solely based on research revenues, our research revenue would have to more than double from our expected level for 2011, 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 raise funding, if necessary, to enable us to continue operations until we reach profitability.
 
 
8

 

ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (cont.)
 
Our 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
 
In July 2011, we signed a license agreement with Sichuan Anxian Yinhe Construction and Chemical Company for our solar ink and paste technology. We will receive a total upfront license fee of $2.0 million. The first $1.5 million, less a deposit of $500,000 previously received, was paid in July 2011. The remaining $500,000 is due in April 2012, assuming certain technical specifications have been achieved by that date. In addition, we will receive a royalty of 3% of their future sales of inks and pastes that use the technology.
 
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.
 
FINANCIAL CONDITION AND LIQUIDITY
 
Our cash position increased significantly during the period. At June 30, 2011 we had cash and cash equivalents of approximately $4.2 million as compared with cash and cash equivalents of slightly more than $2.7 million at December 31, 2010.  This increase in cash is primarily the result of cash provided by financing activities, partially offset by cash used in operations.
 
We had net cash provided by financing activities of  approximately $2.5 million during the six months ended June 30, 2011 (the “2011 Period”), as compared with approximately $1.9 million provided by financing activities during the six months ended June 30, 2010 (the “2010 Period”). The cash flow in both periods was the result of the issuance of common stock and convertible notes payable to increase our cash balance and solidify our financial position, partially offset by payments on capital leases and notes payable.
 
Our net cash used in operating activities increased from approximately $48,000 in the 2010 Period to approximately $1,040,000 in the 2011 Period. This is primarily the result of operating factors discussed below in the “Results of Operations”. We expect our cash used in operations to decrease, and we expect to generate cash from operating activities for the balance of the year. If we achieve our planned financial results, we will generate positive cash flow from operations for 2011.
 
Cash used in investing activities in both periods was insignificant and related to the purchase of capital equipment. We expect cash used in investing activities to remain at relatively insignificant levels for the balance of 2011.
 
Historically, the principal source of our liquidity has been funds received from exempt offerings of common stock. Our current cash balance is strong and our plan is to sign additional contracts so that we do not need to raise additional debt or equity; however, in the unanticipated event that we do need additional funds as some point in the future, 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.
 

 
9

 

ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (cont.)
 
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. The first products using our technology are now available in 2011 and others are expected to be available in 2012. 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 2011 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.
 
RESULTS OF OPERATIONS
 
Our net loss for the second quarter ended June 30, 2011 was $433,119 as compared with net income of $418,786 for the same period last year. Our net loss of $1,046,916 for the six months ended June 30, 2011 was increased from the loss of $151,154 for the six months ended June 30, 2010. This increased loss was the result of reasons set forth below.
 
Our revenues for the quarter ended June 30, 2011 totaled $1,662,534 compared to $1,865,939 for the same quarter of 2010. For the six-month period ended June 30, 2011 (the “2011 Period”), our revenues were $3,599,515 as compared with $2,875,575 for the six-month period ended June 30, 2010 (the “2010 Period”), a substantial increase. 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. At the present time, the majority of our revenue comes from funded research, primarily from the U.S. Government. Our revenue from government contracts increased from approximately $1.2 million in the 2010 Period to approximately $2.3 million in the 2011 Period. The main reason for this increase was a U.S. Department of Energy (“DOE”) grant that we received related to the development of conductive inks for solar cell production. We recognized $1.2 million in revenue from that particular contract in the 2011 Period. In addition, our research revenue from non-governmental contracts increased from approximately $589,000 in the 2010 Period to approximately $844,000 in the 2011 Period as the result of a general increase in the level of activity.
 
Our license fee and royalty income decreased from $1.0 million in the 2010 Period to approximately $262,000 in the 2011 Period. However, the revenue in the 2010 Period resulted from an up-front payment from Ishihara Chemical Company, while the revenue in the 2011 Period was substantially all the result of royalty payments based on product shipments by our licensee, Yonex Corporation. These represent the first royalty payments that we have received based on product shipments by our licensees and we expect these royalty payments to continue in future quarters.
 
We have a research revenue backlog of approximately $1.1 million as of the date of this filing, as compared  to our backlog of approximately $2.2 million as of June 30, 2010. We have several quotes in process and we expect to land additional research contracts; however, we expect our research revenue to decrease during the third and fourth quarters of 2011. The previously mentioned DOE contract that resulted in $1.2 million in revenue during the first six months is substantially complete as of June 30, 2011. As a result of completion of that contract, our research revenue will return to more normal historical levels.  Our ability to perform continued research, or fulfill our backlog, will not require additional personnel. We do not anticipate hiring any additional people for the balance of the year, unless we receive significant new revenues.
 
At the present stage of our development, significant conclusions cannot be drawn by comparing revenues from period to period. Until we are able to develop a steady revenue stream from royalties, our revenues will tend to fluctuate greatly from quarter to quarter. Much of our private research funding tends to come in large amounts at sporadic times. Our plan calls for targeted revenues of $10.0 million for 2011. At the present time, we expect research and other revenues to be approximately $5.0 million, meaning the remainder will have to come from licenses and royalties. A portion of this will be filled by the upfront payment on our previously discussed solar ink and paste technology license signed in July, as well as royalties from Yonex. Our ability to achieve this plan depends upon the contracts that we sign during the remainder of the year.
 

 
10

 

ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (cont.)
 
Our operating costs and expenses increased from approximately $2.9 million in the 2010 Period to approximately $4.45 million in the 2011 Period. Costs by category are discussed in greater detail below, but during the 2010 Period we had a wide ranging and extensive cost reduction program in place to insure our survival until we completed our fundraising and until expected revenue increases took effect in the second half of 2010. While we were able to operate at that expense level for a temporary period of time, we could not achieve growth and sustain our progress while operating at that reduced level.
 
We incurred research and development expenses of $2,993,640 in the 2011 Period, which was up from the amount of $2,045,986 incurred in the 2010 Period. This reflects an increase in the general level of research activity and an increase in funded research projects. In addition, as previously mentioned, we had a cost reduction program in place during the 2010 Period. In the 2011 Period, we incurred greater labor costs, higher facility costs as a result of our expansion of the facility, and increased research costs as a result of the higher level of activity. We expect research and development expenditures to decline for the remainder of the year as a result of the expected lower level of  research revenue for the balance of the year. Significant new revenue producing research programs beyond those already identified could, however, cause research and development expenditures to increase.
 
Our selling, general, and administrative expenses were $1,455,696 for the 2011 Period, compared with $827,183 for the 2010 Period. This increase is the result of the previously mentioned cost reduction activities in 2010. The selling, general, and administrative costs in the 2011 Period were similar in total to the costs in the same period in 2009 and below the costs in the same period in 2008. During the 2011 Period, we spent substantially more on investor relations activities, patents, and sales costs related to new projects and contracts. We would expect selling, general, and administrative costs to remain a similar levels for the balance of the year.
 
Our interest income is insignificant, but increased during the 2011 Period as a result of a higher average level of invested cash balances. 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 2011. Our interest expense increased significantly in the 2011 Period as a result of our issuance of the convertible notes payable in 2010. 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 2011; however, we expect the majority of the remaining notes to be converted in the third quarter of 2011, which will result in increased interest expense in the third quarter, but substantially reduced expense in the fourth quarter.
 
During the 2010 Period we had a small gain of $2,732 related to the sale of certain scrap materials and equipment. There were no such sales in the 2011 Period.
 
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 of 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.
 

 
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PART II.  OTHER INFORMATION
 

 
ITEM 6.     EXHIBITS
 
       Exhibits: See Index to Exhibits on page 14 for a descriptive response to this item.
 
 
 
 
 
 
 
 
 
 
 

 
 
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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:     August 1, 2011
    /s/ Douglas P. Baker                                  
Douglas P. Baker
Chief Executive Officer, Chief Financial Officer
(Principal Executive Officer, Principal Financial
Officer, and Principal Accounting Officer)
 
 

 

 
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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
 
101.INS
XBRL Instance Document
   
101.SCH
XBRL Taxonomy Extension Schema Document
   
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
   
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
   
101.LAB
XBRL Taxonomy Extension Labels Linkbase Document
   
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
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