altair_10q-093010.htm


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED   September 30, 2010
 
[_] 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM _________________ TO _________________


ALTAIR NANOTECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)
 
 
Canada
1-12497
33-1084375
(State or other jurisdiction
(Commission File No.)
(IRS Employer
of incorporation)
 
Identification No.)

204 Edison Way
Reno, Nevada 89502
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:  (775) 856-2500

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  [X]   NO  [_].
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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  [_]   NO  [_].
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company.  See the definitions of “accelerated filer”, “large accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer
[_]
Accelerated filer
[X]
Non-accelerated filer  [_] Smaller reporting company [_]
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act):   YES [_] NO [X]
 
As of November 4, 2010 the registrant had 108,062,315 Common Shares outstanding.
 
 
 
 


 
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
 
ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of United States Dollars, except shares and per share amounts)
(Unaudited)
 
   
September 30,
   
December 31,
 
   
2010
   
2009
 
ASSETS
           
Current assets
           
Cash and cash equivalents
  $ 7,542     $ 18,122  
Investment in available for sale securities
    475       505  
Accounts receivable, net
    878       683  
Product inventories
    6,556       5,043  
Prepaid expenses and other current assets
    2,297       1,820  
Total current assets
    17,748       26,173  
                 
Investment in available for sale securities
    2,484       2,587  
                 
Property, plant and equipment, net held and used
    9,877       8,670  
                 
Property, plant and equipment, net held and not used
    -       2,211  
                 
Patents, net
    445       551  
                 
Other assets
    -       125  
                 
Total Assets
  $ 30,554     $ 40,317  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Current liabilities
               
Trade accounts payable
  $ 3,624     $ 1,783  
Accrued salaries and benefits
    1,564       625  
Accrued warranty
    131       79  
Accrued liabilities
    433       447  
Deferred revenues
    3,464       311  
Current portion of long-term debt
    332       810  
Total current liabilities
    9,548       4,055  
                 
Long-term debt, less current portion
    23       37  
                 
Stockholders' equity
               
Common stock, no par value, unlimited shares authorized;
               
108,062,315 and 105,400,728 shares issued and
               
outstanding at September 30, 2010 and December 31, 2009, respectively
    189,430       188,515  
Additional paid in capital
    11,725       10,933  
Accumulated deficit
    (178,477 )     (162,204 )
Accumulated other comprehensive loss
    (1,695 )     (1,560 )
Total Altair Nanotechnologies, Inc.’s stockholders’ equity
    20,983       35,684  
                 
Noncontrolling interest in Subsidiary
    -       541  
Total stockholders’ equity
    20,983       36,225  
                 
Total Liabilities and Stockholders' Equity
  $ 30,554     $ 40,317  
 
See notes to the unaudited consolidated financial statements.
 
 
2

 
ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in thousands of United States Dollars, except share and per share amounts)
(Unaudited)

   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2010
   
2009
   
2010
   
2009
 
Revenues
                       
Product sales
  $ 1,102     $ 409     $ 1,234     $ 479  
License fees
    -       750       -       750  
Commercial collaborations
    12       122       332       888  
Contracts and grants
    915       386       3,155       449  
Total net revenues
    2,029       1,667       4,721       2,566  
Cost of Goods Sold
                               
Product
    764       171       823       519  
Commercial collaborations
    3       111       194       410  
Contracts and grants
    592       247       2,187       287  
Warranty and inventory reserves
    125       68       253       68  
            Total cost of goods sold
    1,484       597       3,457       1,284  
Gross profit
    545       1,070       1,264       1,282  
                                 
Operating expenses
                               
Research and development
    2,664       2,117       6,818       8,257  
Sales and marketing
    943       792       3,274       2,015  
General and administrative
    1,722       1,714       6,188       6,114  
Depreciation and amortization
    518       686       1,445       2,093  
Total operating expenses
    5,847       5,309       17,725       18,479  
Loss from operations
    (5,302 )     (4,239 )     (16,461 )     (17,197 )
Other income (expense)
                               
Interest expense
    (3 )     (61 )     (13 )     (92 )
Interest income
    27       38       79       157  
Realized gain on  sale of available for sale securities
    -       868       -       850  
Loss on foreign exchange
    (3 )     -       (2 )     (2 )
Total other income, net
    21       845       64       913  
Loss from continuing operations
    (5,281 )     (3,394 )     (16,397 )     (16,284 )
Gain from discontinued operations
    -       -       124       -  
Net loss
    (5,281 )     (3,394 )     (16,273 )     (16,284 )
Less:  Net loss attributable to non-controlling interest
    -       78       -       189  
Net loss attributable to Altair Nanotechnologies, Inc.
  $ (5,281 )   $ (3,316 )   $ (16,273 )   $ (16,095 )
                                 
Amounts attributable to Altair Nanotechnologies, Inc. shareholders:
                               
          Loss from continuing operations
  $ (5,281 )   $ (3,316 )   $ (16,397 )   $ (16,095 )
          Gain from discontinued operations
    -       -       124       -  
Net loss
  $ (5,281 )   $ (3,316 )   $ (16,273 )   $ (16,095 )
                                 
Earnings per share attributable to Altair Nanotechnologies, Inc.
                               
         Loss from continuing operations - basic and diluted
  $ (0.05 )   $ (0.03 )   $ (0.15 )   $ (0.16 )
        Gain from discontinued operations - basic and diluted
    -       -       -       -  
        Net loss
    (0.05 )     (0.03 )     (0.15 )     (0.16 )
                                 
Weighted average shares - basic and diluted
    107,202,213       105,089,234       105,858,364       98,521,157  
 
See notes to the unaudited consolidated financial statements.

 
 
3

 
ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE LOSS
(Expressed in thousands of United States Dollars, except shares and per share amounts)
(Unaudited)

   
Altair Nanotechnologies Inc. Shareholders
   
Noncontrolling Interest in Subsidiary
       
                           
Accumulated
               
Accumulated
             
                           
Other
               
Other
             
               
Additional
         
Compre-
         
Interest
   
Compre-
             
   
Common Stock
   
Paid In
   
Accumulated
   
hensive
         
In
   
hensive
             
   
Shares
   
Amount
   
Capital
   
Deficit
   
Loss
   
Subtotal
   
Subsidiary
   
Loss
   
Subtotal
   
Total
 
                                                             
Balance, July 1, 2009
    105,519,855     $ 188,437     $ 10,479     $ (153,671 )   $ (195 )   $ 45,050     $ 987     $ -     $ 987     $ 46,037  
Comprehensive loss:
                                                                               
Investment from non-controlling interest:
                                                    33               33       33  
Net loss
    -       -       -       (3,316 )     -       (3,316 )     (78 )     -       (78 )     (3,394 )
Other comprehensive loss net of $0 taxes
                                    (416 )     (416 )                             (416 )
Comprehensive loss:
                                            (3,732 )                     (78 )     (3,810 )
Share-based compensation
    -       88       256       -       -       344       -       -       -       344  
Balance, September 30, 2009
    105,519,855     $ 188,525     $ 10,735     $ (156,987 )   $ (611 )   $ 41,662     $ 942     $ -     $ 942     $ 42,604  
                                                                                 
                                                                                 
   
Altair Nanotechnologies Inc. Shareholders
   
Noncontrolling Interest in Subsidiary
         
                                   
Accumulated
                   
Accumulated
                 
                                   
Other
                   
Other
                 
                   
Additional
           
Compre-
           
Interest
   
Compre-
                 
   
Common Stock
   
Paid In
   
Accumulated
   
hensive
           
In
   
hensive
                 
   
Shares
   
Amount
   
Capital
   
Deficit
   
Loss
   
Subtotal
   
Subsidiary
   
Loss
   
Subtotal
   
Total
 
                                                                                 
Balance, July 1, 2010
    107,973,051     $ 189,225     $ 11,526     $ (173,196 )   $ (1,648 )   $ 25,907     $ -     $ -     $ -     $ 25,907  
Comprehensive loss:
                                                                               
Investment from non-controlling interest
    -       -       -       -       -       -       -       -       -       -  
Net loss
    -       -       -       (5,281 )     -       (5,281 )     -       -       -       (5,281 )
Other comprehensive loss
    -       -       -       -       (47 )     (47 )                             (47 )
Comprehensive loss:
                                            (5,328 )                     -       (5,328 )
Share-based compensation
    -       77       199       -       -       276       -       -       -       276  
At the Market Raise
    89,264       128       -       -       -       128       -       -       -       128  
Balance, September 30, 2010
    108,062,315     $ 189,430     $ 11,725     $ (178,477 )   $ (1,695 )   $ 20,983     $ -     $ -     $ -     $ 20,983  

See notes to the unaudited consolidated financial statements.



 
4

 

ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE LOSS
(Expressed in thousands of United States Dollars, except shares and per share amounts)
(Unaudited)

   
Altair Nanotechnologies Inc. Shareholders
   
Noncontrolling Interest in Subsidiary
       
                           
Accumulated
               
Accumulated
             
                           
Other
               
Other
             
               
Additional
         
Compre-
         
Interest
   
Compre-
             
   
Common Stock
   
Paid In
   
Accumulated
   
hensive
         
In
   
hensive
             
   
Shares
   
Amount
   
Capital
   
Deficit
   
Loss (Gain)
   
Subtotal
   
Subsidiary
   
Loss
   
Subtotal
   
Total
 
                                                             
Balance, January 1, 2009
    93,143,271     $ 180,105     $ 5,378     $ (140,892 )   $ (1,873 )   $ 42,718     $ 1,098     $ -     $ 1,098     $ 43,816  
Comprehensive loss:
                                                                               
Investment from non-controlling interest:
                                                    33               33       33  
Net loss
    -       -       -       (16,095 )     -       (16,095 )     (189 )     -       (189 )     (16,284 )
Other comprehensive gain
                                    1,262       1,262                               1,262  
Comprehensive loss:
                                            (14,833 )                     (189 )     (15,022 )
Share-based compensation
    -       231       733       -       -       964       -       -       -       964  
Issuance of restricted stock
    382,115       -       -       -       -       -       -       -       -       -  
Issuance of Common Stock, net of 1,220,735 issuance costs and 4,623,640 warrant fair value market costs
    11,994,469       8,189       4,624       --       -       12,813       -       -       -       12,813  
Balance, September 30, 2009
    105,519,855     $ 188,525     $ 10,735     $ (156,987 )   $ (611 )   $ 41,662     $ 942     $ -     $ 942     $ 42,604  
                                                                                 
                                                                                 
   
Altair Nanotechnologies Inc. Shareholders
   
Noncontrolling Interest in Subsidiary
         
                                   
Accumulated
                   
Accumulated
                 
                                   
Other
                   
Other
                 
                   
Additional
           
Compre-
           
Interest
   
Compre-
                 
   
Common Stock
   
Paid In
   
Accumulated
   
hensive
           
In
   
hensive
                 
   
Shares
   
Amount
   
Capital
   
Deficit
   
Loss
   
Subtotal
   
Subsidiary
   
Loss
   
Subtotal
   
Total
 
                                                                                 
Balance, January 1, 2010
    105,400,728     $ 188,515     $ 10,933     $ (162,204 )   $ (1,560 )   $ 35,684     $ 541     $ -     $ 541     $ 36,225  
Investment from non-controlling interest
                                                    (541 )             (541 )     (541 )
Comprehensive loss:
                                                                               
Net loss
    -       -       -       (16,273 )     -       (16,273 )     -       -       -       (16,273 )
Other comprehensive loss
                                    (135 )     (135 )                             (135 )
Comprehensive loss:
                                            (16,408 )                     -       (16,408 )
Share-based compensation
    -       206       792       -       -       998       -       -       -       998  
Issuance of restricted stock
    710,976       -       -       -       -       -       -       -       -       -  
At the Market Raise
    1,950,611       709       -       -       -       709       -       -       -       709  
Balance, September 30, 2010
    108,062,315     $ 189,430     $ 11,725     $ (178,477 )   $ (1,695 )   $ 20,983     $ -     $ -     $ -     $ 20,983  

See notes to the unaudited consolidated financial statements.



 
5

 
 
ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of United States Dollars)
(Unaudited)

   
Nine Months Ended
 
   
September 30,
 
   
2010
   
2009
 
Cash flows from operating activities:
           
Net loss
  $ (16,273 )   $ (16,284 )
Adjustments to reconcile net loss to net cash
               
used in operating activities:
               
Depreciation and amortization
    1,458       2,093  
Securities received in payment of license fees
    -       (750 )
Gain on discontinued operations
    (124 )     -  
Share-based compensation
    998       964  
Loss on disposal of fixed assets
    26       9  
        Impairment of patents
    47       -  
        Gain on sale of available for sale securities
    -       (868 )
Changes in operating assets and liabilities:
               
Accounts receivable, net
    (195 )     335  
Product inventories
    (1,400 )     (3,580 )
Prepaid expenses and other current assets
    (477     (1,266 )
Other assets
    125       34  
Trade accounts payable
    1,835       875  
Accrued salaries and benefits
    939       428  
Accrued warranty
    52       (4 )
Deferred revenues
    3,153       -  
Accrued liabilities
    (14 )     (3 )
                 
Net cash used in operating activities
    (9,850 )     (18,017 )
                 
Cash flows from investing activities:
               
Proceeds from disposition of assets
    8       -  
Sale of available for sale securities
    -       2,006  
Purchase of property and equipment
    (955 )     (608 )
                 
Net cash (used in) provided by investing activities
    (947 )     1,398  
 
(continued)
 
 

 
 
6

 
ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of United States Dollars)
(Unaudited)


   
Nine Months Ended
 
   
September 30,
 
   
2010
   
2009
 
Cash flows from financing activities:
           
Issuance of common stock shares, net of issuance costs
    709       12,813  
Proceeds from notes payable
    122       178  
Payment of notes payable
    (600 )     (600 )
Proceeds from long-term debt
    -       58  
Repayment of long-term debt
    (14 )     (12 )
Contributions from non-controlling interest
    -       33  
                 
Net cash (used in) provided by financing activities
    217       12,470  
                 
Net decrease in cash and cash equivalents
    (10,580 )     (4,149 )
                 
Cash and cash equivalents, beginning of period
    18,122       28,088  
                 
Cash and cash equivalents, end of period
  $ 7,542     $ 23,939  
                 
Supplemental disclosures:
               
Cash paid for interest
  $ 45     $ 89  
                 
Cash paid for income taxes
 
None
   
None
 

Supplemental schedule of non-cash investing and financing activities:
 
For the nine months ended September 30, 2010:
- We had an unrealized loss on available for sale securities of $133,000.
- We issued 710,976 shares of restricted stock to directors having a fair value of approximately $319,939 for which no cash will be received.
- We made property and equipment purchases of $6,585 which are included in trade accounts payable at September 30, 2010.

For the nine months ended September 30, 2009:
- We had an unrealized gain on available for sale securities of $481,099.
- We issued 382,115 shares of restricted stock to directors having a fair value of approximately $396,657 for which no cash will be received.
- We received stock valued at $750,000 in payment of license.

See notes to the unaudited consolidated financial statements.
 
 
7

 
ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 1.  Basis of Preparation of Consolidated Financial Statements

These unaudited interim consolidated financial statements of Altair Nanotechnologies Inc. and its subsidiaries (collectively, “Altair” “we” or the “Company”) have been prepared in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “Commission”).  Such rules and regulations allow the omission of certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, so long as the statements are not misleading.  In the opinion of Company management, these consolidated financial statements and accompanying notes contain all adjustments (consisting of only normal recurring items) necessary to present fairly the financial position and results of operations for the periods shown.  These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2009, as filed with the Commission on March 12, 2010.
 
The results of operations for the three and nine month periods ended September 30, 2010 are not necessarily indicative of the results to be expected for the full year.

Note 2.  Summary of Significant Accounting Policies

Cash and Cash Equivalents - Cash and cash equivalents consist principally of bank deposits and institutional money market funds.  Short-term investments that are highly liquid have insignificant interest rate risk and original maturities of 90 days or less are classified as cash and cash equivalents.  Investments that do not meet the definition of cash equivalents are classified as held-to-maturity or available-for-sale.

Our cash balances are maintained in bank accounts that are insured by the Federal Deposit Insurance Corporation (“FDIC”) and Canada Deposit Insurance Corporation (“CDIC”) up to a maximum of US $250,000 and CN $100,000, respectively, per depositor.  At September 30, 2010 and December 31, 2009 we had $2.9 million and $1.2 million, respectively, in excess of insurance limits in bank accounts insured by the FDIC or CDIC.

Investment in Available for Sale Securities - The investment in short-term available for sale securities consists of 113,809 Shares of Spectrum Pharmaceuticals, Inc. common stock valued at $475,000 and $505,000 at September 30, 2010 and December 31, 2009, respectively.  This stock was received in exchange for ownership assignment of all patent rights associated with RenazorbTM and RenalanTM compounds to Spectrum.  Spectrum must also pay us future milestone and royalty payments as they develop revenues for these compounds.

Accounts ReceivableAccounts receivable consists of amounts due from customers for services and product sales, net of an allowance for losses.  We determine the allowance for doubtful accounts by reviewing each customer account and specifically identifying any potential for loss.

The allowance for doubtful accounts is as follows:
 
In thousands of dollars

Beginning Balance, January 1, 2010
  $ 161  
Additions charged to costs and expenses
    -  
Net deductions (write-offs, net of collections)
    -  
Ending Balance, September 30, 2010
  $ 161  

Accumulated Other Comprehensive Loss – Accumulated other comprehensive loss consists entirely of unrealized loss on the investment in available for sale securities.
 
 
 
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Long-Lived Assets - We evaluate the carrying value of long-lived assets whenever events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable.  The carrying value of a long-lived asset is considered impaired when the total projected undiscounted cash flows expected to be generated by the asset are less than the carrying value.  Our estimate of the cash flows is based on the information available at the time including the following:  internal budgets; sales forecasts; customer trends; anticipated production volumes; and market conditions over an estimate of the remaining useful life of the asset which may range from 3 to 10 years for most equipment and up to 22 years for our building and related building improvements.  If an impairment is indicated, the asset value is written down to its fair value based upon market prices, or if not available, upon discounted cash flow value, at an appropriate discount determined by us to be commensurate with the risk inherent in the business model.  The determination of both undiscounted and discounted cash flows requires us to make significant estimates and consider the expected course of action at the balance sheet date.  Our assumptions about future sales and production volumes require significant judgment because actual sales prices and volumes have fluctuated significantly in the past and are expected to continue to do so.  Until the Company’s products reach commercialization, the demand for our products is difficult to estimate.  Subsequent changes in estimated undiscounted and discounted cash flows arising from changes in anticipated actions could impact the determination of whether an impairment exists, the amount of the impairment charge recorded and whether the effects could materially impact our consolidated financial statements.  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 or the assets used to produce it, a history of operating or cash flow losses and/or the partial or complete lapse of technology rights protection.

As of September 30, 2010, we estimate that our future cash flows, on an undiscounted basis, are greater than our $10.3 million investment in long-lived assets.  Our estimated future cash flows include anticipated product sales, commercial collaborations, and contracts and grant revenue, since our long-lived asset base, which is primarily composed of production, laboratory and testing equipment is utilized to fulfill contracts in all revenue categories.

In the first quarter of 2010, we reviewed our four capitalized patents and determined that three of these patents had value in excess of their net book value of $483,000 at that time. In the first quarter, we determined that the fourth patent no longer had value.  The fourth patent had an original cost of $152,000, accumulated depreciation of $105,000 and a net value of $47,000.  Accordingly, an impairment charge of $47,000 was recorded, and is reflected for the nine months ended September 30, 2010.

During the third quarter of 2010, we reviewed the remaining three capitalized patents and determined that these patents had value in excess of their net book value of $445,000 as of September 30, 2010.  AlSher currently has an exclusive license to use this technology from Altair.

Based on our assessment, which represents no change from the prior year in our approach to valuing long-lived assets, after recording the impairment described above, we believe that our long-lived assets are not impaired.

Property Plant and Equipment, net – held and not used - This balance sheet classification included assets being redeployed from our Life Sciences and Performance Materials Divisions, into our Power and Energy Group.  We  redeployed these assets during the second quarter of 2010 into our Power and Energy Group or transferred to Sherwin Williams through our transfer of AlSher Titania, LLC on April 30, 2010.

Deferred Income Taxes - Deferred Income Taxes.  Income taxes are accounted for using the asset and liability method.  Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards.  Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.  Future tax benefits are subject to a valuation allowance when management is unable to conclude that its deferred income tax assets will more likely than not be realized from the results of operations.  We have recorded a valuation allowance to reflect the estimated amount of deferred income tax assets that may not be realized. The ultimate realization of deferred income tax assets is dependent upon generation of future taxable income during the periods in which those temporary differences become deductible. Management considers projected future taxable income and tax planning strategies in making this assessment. Based on the historical taxable income and projections for future taxable income over the periods in which the deferred income tax assets become deductible, management believes it more likely than not that the Company will not realize benefits of these deductible differences as of September 30, 2010.  Management has, therefore, established a full valuation allowance against its net deferred income tax assets as of September 30, 2010.  Due to the significant increase in common shares issued and outstanding from 2005 through 2010, Section 382 of the Internal Revenue Code may provide significant limitations on the utilization of our net operating loss carry forwards.  As a result of these limitations, a portion of these loss and credit carryovers may expire without being utilized.  Additionally, due to our change in control transaction contemplated with Canon, a larger portion of these net operating losses are expected to be unavailable for use to offset future earnings.  An analysis is currently being prepared to understand the exact impact this transaction will have on the availability of these NOLs in the future.
 
 
 
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Revenue Recognition - We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or service has been performed, the fee is fixed and determinable, and collectability is probable.  Our revenues were derived from product sales, commercial collaborations and contracts and grants. Revenue from product sales is recognized upon delivery of the product, unless specific contractual terms dictate otherwise.  Based on the specific terms and conditions of each contract/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.  Payments received in advance relating to the future performance of services or deliveries of products are deferred until the performance of the service is complete or the product is shipped.  Upfront payments received in connection with certain rights granted in contractual arrangements are deferred and revenue is recognized over the related time period which the benefits are received.  Based on specific customer bill and hold agreements, revenue is recognized when the inventory is shipped to a third party storage warehouse, the inventory is segregated and marked as sold, the customer takes the full rights of ownership and title to the inventory upon shipment to the warehouse per the bill and hold agreement.  When contract terms include multiple components that are considered separate units of accounting, the revenue is attributed to each component and revenue recognition may occur at different points in time for product shipment, installation, and service contracts based on substantial completion of the earnings process.

Accrued Warranty - We provide a limited warranty for battery packs and energy storage systems.  A liability is recorded for estimated warranty obligations at the date products are sold.  Since these are new products, the estimated cost of warranty coverage is based on cell and module life cycle testing and compared for reasonableness to warranty rates on competing battery products.  As sufficient actual historical data is collected on the new product, the estimated cost of warranty coverage will be adjusted accordingly.  The liability for estimated warranty obligations may also be adjusted based on specific warranty issues identified.  The balance of our accrued warranty as of September 30, 2010 and December 31, 2009, was $131,000 and $79,000, respectively.

Beginning Balance, January 1, 2010
  $ 79  
Charges against warranty reserve
    (18 )
Increases to reserve based on sales
    70  
Ending Balance, September 30, 2010
  $ 131  

Overhead Allocation - Facilities overhead, which is comprised primarily of occupancy and related expenses, are initially recorded in general and administrative expenses and then allocated to research and development and product inventories based on relative labor costs.

Noncontrolling InterestIn April 2007, Sherwin-Williams entered into an agreement with us to form AlSher Titania LLC, a Delaware limited liability company (“AlSher”).  AlSher was a joint venture combining certain technologies of ours and Sherwin-Williams in order to develop and produce titanium dioxide pigment for use in paint and coatings and nano titanium dioxide materials for use in a variety of applications, including those related to removing contaminants from air and water.  Pursuant to a Contribution Agreement dated April 24, 2007 among Sherwin-Williams, AlSher, and us, we contributed to AlSher an exclusive license to use our technology (including our hydrochloride pigment process) for the production of titanium dioxide pigment and other titanium containing materials (other than battery or nanoelectrode materials) and certain pilot plant assets with a net book value of $3.1 million.  We received no consideration for the license granted to AlSher other than our ownership interest in AlSher.  Sherwin-Williams contributed to AlSher cash and a license agreement related to a technology for the manufacture of titanium dioxide using the digestion of ilmenite in hydrochloric acid.  As a condition to enter into the second phase of the joint venture, we agreed to complete the pigment pilot processing plant and related development activities by January 2008.  The 100 ton pigment pilot processing plant was commissioned in February 2008 and the costs associated with this effort were partially reimbursed by AlSher.  AlSher is consolidated with our subsidiaries because we have a controlling interest in AlSher and any inter-company transactions are eliminated (refer to Note 1 – Basis of Preparation of Consolidated Financial Statements).  The noncontrolling shareholder’s interest in the net assets and net income or loss of AlSher are reported as noncontrolling interest in subsidiary on the consolidated balance sheet and as noncontrolling interest share in the consolidated statement of operations, respectively.

We sold our 70% interest in AlSher to Sherwin-Williams on April 30, 2010.  Please see Note 3 for further details.
 
 
 
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Net Loss Per Common Share - Basic loss per share is computed using the weighted average number of common shares outstanding during the period.  Diluted loss per share is computed using the weighted average number of common and potentially dilutive shares outstanding during the period.  Potentially dilutive shares consist of the incremental common shares issuable upon the exercise of stock options and warrants, as well as unvested restricted stock.  Potentially dilutive shares are excluded from the computation if their effect is anti-dilutive.  We had a net loss for all periods presented herein; therefore, none of the stock options and warrants outstanding during each of the periods presented or unvested restricted stock were included in the computation of diluted loss per share as they were anti-dilutive.

Recent Accounting Pronouncements —

Issued and not yet adopted:

In January 2010, the FASB revised two disclosure requirements concerning fair value measurements and clarified two others.  These requirements mandate separate presentation of significant transfers into and out of Levels 1 and 2 of the fair value hierarchy and disclosure of the reasons for such transfers.  They will also require the presentation of purchases, sales, issuances and settlements within Level 3 on a gross basis rather than a net basis.  The amendments also clarify that disclosures should be disaggregated by class of asset or liability and that disclosures about inputs and valuation techniques should be provided for both recurring and non-recurring fair value measurements.  Our disclosures about fair value measurements are presented in Note 3 – Fair Value Measurements. We have adopted the changes required except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements which will become effective for the Company on January 1, 2011. Management has determined that the adoption of these changes will not have a material impact on the Financial Statements.

Issued and adopted:

In February 2010, the FASB issued an update to address certain implementation issues related to Accounting Standards Codification, or ASC, 855-10-50, Subsequent Events—Disclosure, regarding an entity's requirement to perform and disclose subsequent events procedures. Effective upon its issuance, the update exempts Securities and Exchange Commission registrants from disclosing the date through which subsequent events have been evaluated. This update affected disclosure only and had no impact on the Financial Statements.

Reclassifications - Certain reclassifications have been made to prior period amounts to conform to classifications adopted in the current period.

Note 3.  Discontinued Operations

On April 30, 2010 we sold our 70% share in the AlSher Titania Joint Venture (AlSher) to Sherwin-Williams.  Sherwin-Williams now owns 100% of AlSher.  All previous agreements with Sherwin-Williams regarding the AlSher Joint Venture are superseded.
 
Under terms of the agreement, certain intellectual property relating to the Altairnano Hydrochloride Process (AHP), along with certain other intellectual property owned by us, has been licensed to AlSher. We may receive future payments from AlSher based upon future revenues generated from the AHP, or from royalty payments relating to the licensed intellectual property.  The amount of future payments from AlSher to us is based on AlSher revenue.  All payments are capped at $3,000,000. Payments to us and continuation of the intellectual property licenses are conditional upon certain milestones being achieved and payments being made to us. AlSher also has an option to purchase the licensed intellectual property for $2,000,000.

For the nine months ended September 30, 2010, we recorded a gain of $124,000 on discontinued operations. The $124,000 gain was comprised of $400,000 of costs related to asset disposal and $524,000 remaining equity in noncontrolling interest.
 
 
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Note 4.  Fair Value Measurements

Our financial instruments are accounted for at fair value on a recurring basis.  Fair value is determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants.  A market or observable inputs is the preferred source of values, followed by assumptions based on hypothetical transactions in the absence of market inputs.

The valuation techniques are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. These two types of inputs create the following fair value hierarchy:
 
 
Level 1  -
Quoted prices for identical instruments in active markets.
 
 
Level 2  -
Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
 
 
Level 3  -
Significant inputs to the valuation model are unobservable.
 
The following table summarizes the valuation of our assets recorded at fair value on a recurring basis at September 30, 2010:
 
In thousands of dollars

Assets at fair value :
 
Total
   
Level 1
   
Level 2
   
Level 3
 
Auction rate corporate notes
  $ 2,484     $ -     $ -     $ 2,484  
Spectrum Pharmaceuticals, Inc.
    475       475       -       -  
Investment in available for sale securities
  $ 2,959     $ 475     $ -     $ 2,484  

The following table summarizes the valuation of our assets recorded at fair value on a recurring basis at December 31, 2009:
 
In thousands of dollars

Assets at fair value:
 
Total
   
Level 1
   
Level 2
   
Level 3
 
Auction rate corporate notes
  $ 2,587     $ -     $ -     $ 2,587  
Spectrum Pharmaceuticals, Inc.
    505       505       -       -  
Investment in available for sale securities
  $ 3,092     $ 505     $ -     $ 2,587  

The Spectrum Pharmaceuticals shares listed above as of September 30, 2010 were acquired from Spectrum on August 4, 2009 when we entered into an amended agreement with Spectrum to license them the rights to RenalanTM and RenaZorbTM.  A component of this agreement was the payment to us of an additional 113,809 shares of Spectrum common stock. These shares are valued at their market closing price as of September 30, 2010.


 
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The activity relating to assets recorded at fair value on a recurring basis utilizing Level 3 inputs for the three months ended September 30, 2010 and September 30, 2009 is summarized below:

In thousands of dollars

 
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
 
Auction rate
corporate notes
2010
   
Auction rate
corporate notes
2009
 
Beginning Balance, July 1
  $ 2,558     $ 3,013  
Total gains or losses (unrealized):
               
Included in other comprehensive loss
    (76 )     266  
Other adjustments
    2       (2 )
Ending Balance, September 30
  $ 2,484     $ 3,277  

The activity relating to assets recorded at fair value on a recurring basis utilizing Level 3 inputs for the nine months ended September 30, 2010 and September 30, 2009 is summarized below:

In thousands of dollars

 
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
 
Auction rate
corporate notes
2010
   
Auction rate
corporate notes
2009
 
Beginning Balance, January 1
  $ 2,587     $ 2,816  
Total gains or losses (unrealized):
               
Included in other comprehensive loss
    (105 )     465  
Other adjustments
    2       (4 )
Ending Balance, September 30
  $ 2,484     $ 3,277  
 
Total unrealized loss from auction rate securities for the three months ended September 30, 2010 was $76,000 and total unrealized gain for the three months ended September 30, 2009 was 266,000. Total unrealized loss for the nine months ended September 30, 2010 was $105,000 and total unrealized gain for the nine months ended September 30, 2009 was $465,000. These amounts were included in accumulated other comprehensive loss in Stockholder’s Equity attributable to the change in cumulative unrealized gains (losses) relating to assets still held at the reporting date.  No assets or liabilities are valued on a non-recurring basis at September 30, 2010 and 2009.

Financial instruments that trade in less liquid markets with limited pricing information generally include both observable and unobservable inputs.  In instances where observable data is unavailable, we consider the assumptions that market participants would use in valuing the asset.  Such investments are categorized in Level 3 as the inputs generally are not observable.  Our evaluation included consultation with our investment advisors, and we valued these securities using a risk-adjusted discount rate applied to the expected future cash flows.  The discount rate was computed based on annual rates of return on securities with similar credit ratings trading in an active market.  As a result, the market value of these securities decreased by $105,000, from $2.6 million at December 31, 2009 to $2.5 million at September 30, 2010.

Note 5. Investment in Available for Sale Securities

Investment in available for sale securities includes auction rate corporate notes (long-term) and investments in common stock (short-term) as discussed below.

The auction rate corporate notes are long-term instruments with maturity in 2017.  Through the third quarter of 2007, the interest was settled and the rate reset every 7 to 28 days and historically these investments were classified as short-term investments.  However, in the fourth quarter of 2007 due to a reduction in the liquidity of the auction rate market, sell orders exceeded bid orders in that market, and the interest rate relating to these investments was reset to a contractual rate of the London Interbank Offering Rate plus 50 basis points.  The auction rate markets have not yet recovered.  As such, we evaluated these investments at September 30, 2010 to determine if they were other than temporarily impaired.  Our evaluation included consultation with our investment advisors, assessment of the strength of the financial institution paying the interest on these investments, credit ratings of the underlying collateral and a probability-weighted discounted cash flow analysis.  Based on this analysis, we estimate that at September 30, 2010 the fair value was $2.5 million, representing a cumulative unrealized holding loss of approximately $1.4 million.  Based on our evaluation and our ability and intent to hold these investments for a reasonable period of time sufficient for an expected recovery of fair value, we do not consider these investments to be other than temporarily impaired at September 30, 2010.
 
 
 
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On August 4, 2009 we entered into an amended agreement with Spectrum where we assigned all patent rights associated with RenalanTM and RenaZorbTM.  As part of this Agreement, we received 113,809 unregistered and restricted shares of Spectrum common stock.  On receipt these shares were recorded at their market value of $750,000 as measured by their closing price on the National Association of Securities Dealers Automated Quotations (NASDAQ) Capital Market as of July 1, 2009.   This investment had a market value of $475,000 as of September 30, 2010.  We believe the market value of this stock will recover to our cost basis and given our ability and intent to hold this investment for a reasonable period of time sufficient for an expected recovery of fair value, we do not consider this investment to be other than temporarily impaired at September 30, 2010.

Note 6.  Product Inventories

Product inventories consist of the following:

In thousands of dollars
   
September 30,
2010
   
December 31,
2009
 
             
Raw materials
  $ 2,870     $ 3,832  
Work in process
    2,067       1,038  
Finished goods
    1,619       173  
Total product inventories
  $ 6,556     $ 5,043  

As products reach the commercialization stage, the related inventory is recorded.  The costs associated with products undergoing research and development are expensed as incurred.  As of September 30, 2010 and December 31, 2009, inventory consisted primarily of nano-structured lithium titanate spinel, battery cells and battery modules in various stages of the manufacturing process.

Note 7.  Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:

In thousands of dollars
   
September 30,
2010
   
December 31,
2009
 
             
Prepaid inventory purchases
  $ 957     $ 802  
Prepaid insurance
    384       301  
Deposits
    340       340  
Other prepaid expenses and current assets
    616       377  
Total prepaid expenses and other current assets
  $ 2,297     $ 1,820  

Our prepaid inventory purchases are associated with unfulfilled purchase orders of $2.5 million.  Other prepaid expenses and current assets consist primarily of deferred Canon issuance costs, prepaid property taxes, service contracts, marketing expenses and rent.


 
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Note 8.  Patents

Our patents are associated with the nanomaterials and titanium dioxide pigment technology.  We are amortizing these assets on a straight-line basis over their useful lives.  The amortized patents’ balances as of September 30, 2010 and December 31, 2009 were:

In thousands of dollars
   
September 30,
2010
   
December 31,
2009
 
Patents and patent applications
  $ 1,366     $ 1,518  
Less accumulated amortization
    (921 )     (967 )
Total patents and patent applications
  $ 445     $ 551  

The weighted average amortization period for patents is approximately 16.7 years.  Amortization expense, which represents the amortization relating to the identified amortizable patents, for the three months ended September 30, 2010 and September 30, 2009, was $19,000 and $21,000, respectively.  Amortization expense for the nine months ended September 30, 2010 and September 30, 2009, was $59,000 and $64,000, respectively.  For each of the next five years, amortization expense relating to patents is expected to be approximately $76,000 per year.

In the first quarter, we reviewed our four capitalized patents and determined that three of these patents had value in excess of their net book value of $483,000 at that time.  AlSher currently has an exclusive license to use this technology from Altair.  In the first quarter, we determined that the fourth patent no longer had value.  The fourth patent had an original cost of $152,000, accumulated depreciation of $105,000 and a net value of $47,000.  Accordingly, an impairment charge of $47,000 was recorded, and is reflected for the nine months ended September 30, 2010.

Note 9.  Note Payable and Capital Leases

The current and long-term amounts of the notes payable and capital leases are as follows:

In thousands of dollars
   
September 30,
 2010
   
December 31,
2009
 
Note payable to BHP Minerals International, Inc.
    -     $ 600  
Note payable to AICCO, Inc.
    -       194  
Note payable to Imperial Credit Corporation
  $ 327          
Capital leases
    28       53  
Subtotal
    355       847  
Less current portion
    (332 )     (810 )
Long-term portion of notes payable and capital leases
  $ 23     $ 37  

On August 8, 2002, we entered into a purchase and sale agreement with BHP Minerals International, Inc. (“BHP”), wherein we purchased the land, building and fixtures in Reno, Nevada where our titanium processing assets are located. In connection with this transaction, BHP also agreed to terminate our obligation to pay royalties associated with the sale or use of the titanium processing technology. In return, we issued to BHP a note in the amount of $3.0 million, at an interest rate of 7%, secured by the property we acquired.  The final payment of $600,000 plus accrued interest was paid on January 27, 2010.
 
On August 6, 2009, we entered into a financing arrangement with AICCO, Inc, our insurance provider to finance the annual cost of our insurance over ten months.  We issued a note to AICCO in the amount of $387,000, at an interest rate of 5.2% per annum.  This was paid off during the second quarter of 2010.  On July 27, 2010, we again entered into a financing arrangement with AICCO, Inc. to finance the annual cost of our insurance over ten months.  We issued a note to AICCO in the amount of $392,000, at an interest rate of 4.25% per annum.  The financing was then transferred from AICCO to Imperial Credit Corporation.
 
 
 
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Note 10.  Stock-Based Compensation

We have a stock incentive plan, administered by the Board of Directors, which provides for the granting of options and restricted shares to employees, officers, directors and other service providers.

The total compensation cost charged in connection with the stock incentive plan was $376,000 for the three months ended September 30, 2010 and $244,000 for the three months ended September 30, 2009.  During the three months ended September 30, 2010, 62,375 options vested at a weighted average price of $1.53.  During the three months ended September 30, 2009, 48,250 options vested at a weighted average price of $2.25. There were no stock option and warrant exercises during the three months ended September 30, 2010 and 2009.

Compensation expense of $376,000 was recognized for the three months ended September 30, 2010.  This expense consisted of $100,000 related to the stock grant awards accrual of the “2010 Annual Incentive Bonus Plan” which is accrued to liabilities, as well as amortized expense of stock options of $199,000 and restricted stock of $77,000, the offset of which is additional paid in capital of stockholders’ equity.  For the three months ended September 30, 2009, compensation expense of $244,000 consisted of a reversal of $100,000 related to the stock grant awards accrual of the “2009 Annual Incentive Bonus Plan”, amortized stock options of $256,000 and restricted stock expense of $88,000.

The total compensation cost charged in connection with the stock incentive plan was $1.3 million for both the nine months ended September 30, 2010 and 2009.  During the nine months ended September 30, 2010, 735,420 options vested at a weighted average price of $2.07.  During the nine months ended September 30, 2009, 689,065 options vested at a weighted average price of $2.96. There were no stock option and warrant exercises during the nine months ended September 30, 2010 and 2009.

Compensation expense of $1.3 million was recognized for the nine months ended September 30, 2010.  This expense consisted of $311,000 related to the stock grant awards accrual of the “2010 Annual Incentive Bonus Plan” which is accrued to liabilities, as well as amortized expense of stock options of $792,000 and restricted stock of $206,000, the offset of which is capital stock and additional paid in capital of stockholders’ equity.  For the nine months ended September 30, 2009, compensation expense of $1.3 million consisted of $301,000 related to the stock grant awards accrual of the “2009 Annual Incentive Bonus Plan”, amortized stock options of $733,000 and restricted stock expense of $231,000.

Stock Options

The total number of shares authorized for issuance under our 2005 stock incentive plan is 9.0 million shares.  Prior stock option plans, which are now terminated, authorized a total of 6.6 million shares, of which options for 5,745,500 were granted and options for 181,500 are outstanding and unexercised at September 30, 2010.  The total number of options relating to the 2005 stock incentive plan that are outstanding and unexercised at September 30, 2010 is 5,707,780.

Total options granted for the nine-month periods ended September 30, 2010 and 2009 were 1,624,250 and 1,553,000, respectively.  The weighted average grant date per share fair value of options granted during the nine months ended September 30, 2010 and September 30, 2009 was $1.02 and $1.17, respectively.

As of September 30, 2010, there was $916,000 of total unrecognized compensation cost related to non-vested options granted under the plans.  That cost is expected to be recognized over a weighted average period of approximately 11 months as of September 30, 2010.

Restricted Stock

During the nine months ended September 30, 2010, the Board of Directors granted 710,976 shares of restricted stock under the plan with a weighted average fair value of $0.45 per share. During the nine months ended September 30, 2009, the Board of Directors granted 382,115 shares of restricted stock under the plan with a weighted average fair value of $1.04 per share.  

As of September 30, 2010 we had $304,827 of total unrecognized compensation expense related to restricted stock which will be recognized over a weighted average of 1.2 years.
 
 
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Warrants

For the nine months ended September 30, 2010, no new warrants were issued.  Outstanding warrants as of September 30, 2010 were 7,028,440.  All of the warrants are fully vested. Warrants totaling 6,596,958 expire on May 28, 2016, a total of 231,482 expire on December 18, 2011, and 200,000 expire on July 20, 2011.

Note 11.  Other Transactions
 
On June 9, 2010, we entered into an At the Market Issuance Sales Agreement with Thomas Weisel Partners LLC pursuant to which we may issue and sell our common shares having an aggregate offering price of up to $15.0 million from time to time through Thomas Weisel, acting as agent. The sales, if any, of shares made under the Sales Agreement will be made on the NASDAQ Capital Market by means of ordinary brokers' transactions at market prices, in privately negotiated transactions or as otherwise agreed by Thomas Weisel and Altair.  Thomas Weisel will use commercially reasonable efforts to sell the common shares from time to time, based upon our instructions (including any price, time or size limits or other customary parameters or conditions we may impose). We will pay Thomas Weisel commissions at a fixed commission rate of 5% of the gross sales price per share for any shares sold under the Sales Agreement.  We have also agreed to reimburse Thomas Weisel for certain specified expenses and have provided Thomas Weisel with customary indemnification rights.

As of September 30, 2010, we have sold 1,950,611 common shares.  The sales were made at an average weighted price of $0.46 per share, generating gross proceeds of $905,000.  Issuance costs totaled $196,000 resulting in net proceeds to the Company of $709,000.  

Based on the Share Subscription Agreement signed with Canon Investment Holdings Limited (“Canon”) on September 20, 2010, sales of shares under the At The Market Issuance Sales Agreement have been suspended.

On September 20, 2010, we reached a definitive agreement to sell additional common shares to Canon, a Hong Kong-based company.  This transaction will result in Canon owning 51% of Altair Nanotechnologies, Inc. on a fully-diluted basis (53.8% of shares outstanding following the transaction).  At the same time we signed the Share Subscription Agreement with Canon we also signed a supply and technology licensing agreement with a Canon affiliate, China-based Zhuhai Yintong Energy Company (“YTE”).  The agreement calls for the Company to supply YTE with nano-lithium titanate powder, 11 AHr cells and an ALTI-ESS 1 MW battery system totaling $6.6 million.  We will begin shipping these products to YTE during the fourth quarter of 2010 and continue throughout 2011.  During September 2010 we received a $2.0 million prepayment from YTE for these goods.  As of September 30, 2010 deferred issuance costs related to this stock sale totaled $441,000 and are included in current assets.

Note 12.  Related Party Transactions

There were no material transactions with related parties during the three and nine months ended September 30, 2010.

Note 13.  Business Segment Information

Management views the Company as operating in two major business segments:  Power and Energy Group and All Other operations.

The Power and Energy Group develops, produces, and sells nano-structured lithium titanate spinel, battery cells, battery packs, and provides related design and test services.  The All Others group consists of the remaining portions of the previous Life Sciences and Performance Materials groups.  Management previously completed a thorough review of operations and strategies and determined that it was in the best interests of the shareholders for the Company to focus primarily on the Power and Energy Group.  As a result of this assessment, resources devoted to the Performance Materials Group and Life Sciences Group were considerably reduced and no new significant development is being pursued in those areas by the Company.
 
 
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The accounting policies of these business segments are the same as described in Note 2 to the unaudited consolidated financial statements.  Reportable segment data reconciled to the consolidated financial statements as of the three month and nine month periods ended September 30, 2010 and September 30, 2009 is as follows:

In thousands of dollars

               
Depreciation
       
         
Loss (Income)
   
and
       
Three Months Ended
 
Net Sales
   
From Operations
   
Amortization
   
Assets
 
September 30, 2010:
                       
Power and Energy Group
  $ 1,617     $ 1,885     $ 395     $ 13,552  
All Other
    412       (25 )     19       1,093  
Corporate
    -       3,442       104       15,909  
Consolidated Total
  $ 2,029     $ 5,302     $ 518     $ 30,554  
                                 
                                 
September 30, 2009:
                               
Power and Energy Group
  $ 775     $ 1,550     $ 324     $ 10,240  
All Other
    892       (492 )     314       5,103  
Corporate
    -       3,181       48       32,437  
Consolidated Total
  $ 1,667     $ 4,239     $ 686     $ 47,780  



In thousands of dollars

               
Depreciation
       
         
Loss
   
and
       
Nine Months Ended
 
Net Sales
   
From Operations
   
Amortization
   
Assets
 
September 30, 2010:
                       
Power and Energy Group
  $ 3,545     $ 4,362     $ 1,021     $ 13,552  
All Other
    1,176       29       197       1,093  
Corporate
    -       12,070       227       15,909  
Consolidated Total
  $ 4,721     $ 16,461     $ 1,445     $ 30,554  
                                 
                                 
September 30, 2009:
                               
Power and Energy Group
  $ 1,658     $ 5,949     $ 994     $ 10,240  
All Other
    908       343       962       5,103  
Corporate
    -       10,905       137       32,437  
Consolidated Total
  $ 2,566     $ 17,197     $ 2,093     $ 47,780  

In the table above, corporate expense in the Loss from Operations column includes overall company support costs as follows:  corporate research and development expenses; sales and marketing expenses; general and administrative expenses; and depreciation and amortization of the Reno headquarters building improvements.

 
 
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Corporate assets consist primarily of cash, short term investments, and long-lived assets.  Since none of the business units have reached break-even, cash funding is provided at the corporate level to the business units.  The long-lived assets primarily consist of the corporate headquarters building, building improvements, manufacturing equipment, test equipment and land.  As such, these assets are reported at the all other level and are not allocated to the other business segment.

Substantially all of our assets are held within the United States.

For the nine months ended September 30, 2010, we had sales to three major customers, each of which accounted for 10% or more of revenues. Total sales to these customers for the nine months ended September 30, 2010 and the balance of their accounts receivable at September 30, 2010 were as follows:

In thousands of dollars
   
Sales
   
Accounts Receivable
 
   
Nine Months Ended
   
Balance at
 
Customer
 
September 30, 2010
   
September 30, 2010
 
Power and Energy Group:
           
Office of Naval Research
  $ 2,064     $ 96  
Proterra LLC
  $ 1,131     $ 302  
                 
All Other:
               
US Army RDECOM
  $ 1,047     $ 133  

For the nine months ended September 30, 2009, we had sales to three major customers, each of which accounted for 10% or more of revenues. Total sales to these customers for the nine months ended September 30, 2009 and the balance of their accounts receivable at September 30, 2009 were as follows:

In thousands of dollars
   
Sales
   
Accounts Receivable
 
   
Nine Months Ended
   
Balance at
 
Customer
 
September 30, 2009
   
September 30, 2009
 
Power and Energy Group:
           
BAE Systems .Science & Technology
  $ 482     $ -  
BAE Systems  Marine Limited
  $ 263     $ -  
Office of Naval Research
  $ 378     $ 378  
                 
All Other:
               
Spectrum Pharmaceuticals
  $ 750     $ 1  

Sales for the nine month periods ended September 30, 2010 and 2009 by geographic area were as follows:

In thousands of dollars
   
Sales
   
Sales
 
   
Nine Months Ended
   
Nine Months Ended
 
Geographic information (a):
 
September 30, 2010
   
September 30, 2009
 
United States
  $ 4,720     $ 2,194  
Other foreign countries
    1       372  
Total
  $ 4,721     $ 2,566  
                 
(a) Revenues are attributed to countries based on location of customer.
 
 
Note 14.  Subsequent Events
 
On November 1, 2010 YTE issued purchase orders to the Company totaling $2.2 million for an ALTI-ESS advanced energy management system, battery cells, and lithium-titanate materials. The purchase order for the ALTI-ESS and battery cells firms up and accelerates delivery for those products as initially described in the Conditional Supply and Technology License agreement between the Company and YTE. The purchase order for lithium-titanate materials used in the manufacture of battery cells remains conditional upon the occurrence of certain events.
 
 
 
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Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements
 
This Quarterly Report on Form 10-Q (this “Report”) contains various forward-looking statements. Such statements can be identified by the use of the forward-looking words "anticipate," "estimate," "project," "likely," "believe," "intend," "expect," or similar words.   These statements discuss future expectations, contain projections regarding future developments, operations, or financial conditions, or state other forward-looking information.  When considering such forward-looking statements, you should keep in mind the risk factors noted in Part II –