alti20161101b_10q.htm

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2016

 

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)

 

 

          Delaware         

          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 ☐    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 [  ]

 

Non-accelerated filer [  ]

Accelerated filer [  ]

 

Smaller reporting company [ X ]

 

 

 

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 15, 2016 the registrant had 11,606,735 shares of Common Stock outstanding.

 



 

 
1

 

 

ALTAIR NANOTECHNOLOGIES INC.

 

FORM 10-Q

 

 

TABLE OF CONTENTS

 

 

 

Page

PART I. FINANCIAL INFORMATION

     

ITEM 1.

QUARTERLY FINANCIAL STATEMENTS

 
     
 

Condensed Consolidated Balance Sheets as of June 30, 2016 (unaudited) and December 31, 2015

3
     
 

Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months and six months ended June 30, 2016 and 2015 (unaudited)

4
     
 

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015 (unaudited)

5
     
 

Notes to Condensed Consolidated Financial Statements (unaudited)

6
     

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

23
     

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

30
     

ITEM 4.

Controls and Procedures

31
     

PART II. OTHER INFORMATION

     

ITEM 1.

Legal Proceedings

32
     

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

  32
     

ITEM 3.

Defaults Upon Senior Securities

  32
     

ITEM 4.

Mine Safety Disclosures

32
     

ITEM 5.

Other Information

  32
     

ITEM 6.

Exhibits

32

 

 
2

 

 

ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 (Expressed in thousands of United States Dollars, except shares and per share amounts)

 

   

June 30,

2016

   

December 31,

2015

 
   

(Unaudited)

         

ASSETS

               

Current assets

               

Cash and cash equivalents

  $ 466     $ 2,088  

Restricted cash

    225       231  

Short-term investment

    24,833       25,410  

Accounts receivable, net

    1,059       523  

Amount due from related parties

    2,988       15,923  

Notes receivable

    -       74  

Product inventories, net

    11,345       7,671  

Prepaid expenses and other current assets

    8,615       7,728  

Deferred contract costs

    4,351       3,454  

Total current assets

    53,882       63,102  

Prepaid expenses, non-current

    5,022       3,792  

Property, plant and equipment, net

    46,676       36,395  

Patents, net

    9       47  

Other non-current asset

    3,835       4,138  

Land use right, net

    25,802       26,685  

Total Assets

  $ 135,226     $ 134,159  

LIABILITIES AND STOCKHOLDERS' DEFICIT

               

Current Liabilities

               

Trade accounts payable

  $ 6,538     $ 7,107  

Amount due to related parties

    28,547       25,459  

Accrued salaries and benefits

    1,761       1,914  

Accrued warranty

    98       168  

Accrued liabilities

    1,166       1,169  

Deferred revenues and customer deposit

    5,503       3,776  

Deferred income - Grant Incentives

    560       551  

Warrant liabilities

    1       1  

Current portion of long term note payable

    24,306       25,564  

Other current liabilities

    272       266  

Short term note payable

    43,291       44,973  

Total current liabilities

    112,043       110,948  

Long term note payable

    6,396       6,622  

Other non-current liabilities

    3,345       3,565  

Deferred income - Grant Incentives - non-current

    25,925       26,192  

Total Liabilities

    147,709       147,327  

Commitments and contingencies

               
                 

Stockholders' (deficit) equity

               

Common stock, $0.001 par value, 200,000,000 shares authorized; 11,606,735 shares issued and outstanding at June 30, 2016 and December 31, 2015

    12       12  

Additional paid in capital

    259,102       259,102  

Accumulated deficit

    (271,614 )     (272,495 )

Accumulated other comprehensive income

    17       213  

Total stockholders' deficit

    (12,483 )     (13,168 )

Total Liabilities and Stockholders' Deficit

  $ 135,226     $ 134,159  

 

See notes to unaudited condensed consolidated financial statements

 

 
3

 

 

ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in thousands of United States Dollars, except shares and per share amounts)

(Unaudited)

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2016

   

2015

   

2016

   

2015

 

Revenues

                               

Product sales

  $ 942     $ 1,060     $ 1,419     $ 2,129  

Product sales –Related Party

    8,574       659       15,544       1,310  

License fees

    100       66       200       132  

Commercial collaborations

    83       47       83       108  

Total revenues

    9,699       1,832       17,246       3,679  

Cost of goods sold

                               

Product costs

    644       412       988       1,449  

Cost to related party sales

    5,199       851       9,755       1,922  

Total cost of goods sold

    5,843       1,263       10,743       3,371  

Gross profit

    3,856       569       6,503       308  

Operating expenses

                               

Research and development

    163       161       320       372  

Sales and marketing

    29       242       84       376  

General and administrative

    3,207       2,273       6,138       4,691  

Depreciation and amortization

    262       410       560       816  

Gain on disposal of assets

    (3 )     -       (29 )     -  

Total operating expenses

    3,658       3,086       7,073       6,255  

Gain (loss) from operations

    198       (2,517 )     (570 )     (5,947 )

Other income (expense)

                               

Interest expense, net

    (799 )     (560 )     (1,564 )     (1,596 )

Change in market value of warrants

    -       (1 )     -       5  

Gain (loss) on foreign exchange

    90       -       90       (1 )

Other income -buses

    6       9,538       11       9,538  

Other expenses -buses

    -       (11,819 )     -       (11,819 )

Other income

    2,754       131       2,914       364  

Total other (expense) income

    2,051       (2,711 )     1,451       (3,509 )
                                 

Net income (loss)

    2,249       (5,228 )     881       (9,456 )

Other Comprehensive Income

                               

Foreign Currency Translation Adjustments

    (235 )     13       (196 )     119  

Comprehensive Income (Loss)

  $ 2,014     $ (5,215 )   $ 685     $ (9,337 )
                                 

Loss per common share - basic and diluted

  $ 0.19     $ (0.45 )   $ (0.08 )   $ (0.81 )

Weighted average shares - basic and diluted

    11,606,735       11,606,735       11,606,735       11,606,735  

 

See notes to unaudited condensed consolidated financial statements 

 

 
4

 

 

ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of United States Dollars)

(Unaudited)

 

   

Six Months Ended June 30,

 

 

 

2016

   

2015

 
CASH FLOWS FROM OPERATING ACTIVITIES                

Net income (loss)

  $ 881     $ (9,456 )

Adjustment to Reconcile Net loss to Net Cash Used in (Provided by) Operating Activities

               

Depreciation and amortization

    560       816  

Accretion

    (118 )     (53 )

Share-based compensation

    -       50  

Change in other receivable reserves

    -       (2,858 )

Change in fair value of warrants

    -       (5 )

Change in inventory reserves

    47       -  

Changes in Operating Assets and Liabilities

               

Accounts receivable, net

    (462 )     (274 )

Product inventories, net

    (3,721 )     (548 )

Prepaid expenses and other current assets

    (887 )     10,494  

Deferred contract costs

    (897 )     (487 )

Trade accounts payable

    2,764       (3,693 )

Accrued salaries and benefits

    (153 )     201  

Accrued warranty

    (70 )     12  

Accrued liabilities

    (3 )     (20 )

Deferred revenue and customer deposit

    1,727       473  

Deferred income - Grant Incentive

    (258 )     513  

Other liabilities

    (375 )     2,138  

Amounts due from related parties

    (663 )     8,597  

Amounts due to related parties

    (1,445 )     16,975  

Other non-current asset

    582       (3,215 )

Net Cash (Used in) Provided by Operating Activities

    (2,491 )     19,660  

CASH FLOWS FROM INVESTING ACTIVITIES

               

Purchase of property, plant and equipment

    (15,083 )     (10,159 )

Loan to (repayment from) related parties

    275       (71 )

Net Cash Used in Investing Activities

    (14,808 )     (10,230 )

CASH FLOWS FROM FINANCING ACTIVITIES

               

Increase in restricted cash

    -       350  

Proceeds from trade acceptance

    689       5,150  

Repayment of trade acceptance

    (5,105 )     -  

Proceeds from notes payable

    5,355       -  

Repayment of note payable

    (2,395 )     (21,742 )

Proceeds of related party notes

    17,856       8,419  

Net Cash Provided by (Used in) Financing Activities

    16,400       (7,823 )

Effect of exchange rate changes on cash and cash equivalents

    (723 )     (42 )

NET DECREASE (INCREASE) IN CASH AND CASH EQUIVALENTS

    (1,622 )     1,565  

CASH AND CASH EQUIVALENTS, beginning of period

  $ 2,088     $ 1,001  

CASH AND CASH EQUIVALENTS, end of period

  $ 466     $ 2,566  

SUPPLEMENTAL CASH FLOW INFORMATION

               

Cash paid during the period for:

               

Income taxes

  $ -     $ -  

Interest

    3,017       2,957  

NONCASH INVESTING AND FINANCING ACTIVITIES

               

Related parties debt settlement

  $ 13,323     $ -  

 

See notes to unaudited condensed consolidated financial statements 

 

 
5

 

 

ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States Dollars)

 

 

Note 1   Basis of Presentation and Going Concern

 

Description of the Company and Business

 

Altair Nanotechnologies Inc., (the “Company”) is a Delaware corporation that develops, manufactures and sells nano lithium titanate batteries and energy storage systems. The Company’s nano lithium titanate battery systems offer higher power density, longer cycle life, rapid charge and discharge capabilities, a wider operating temperature range and higher levels of safety than conventional lithium-ion batteries. The Company targets applications that utilize the key attributes of its technology with product applications mainly found in the electric grid, transportation (commercial vehicles), and industrial market segments.

 

Basis of Presentation

 

The interim consolidated financial statements of Altair Nanotechnologies Inc. and its subsidiaries (the “Company”) are unaudited. These condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary by management to fairly state the Company’s results of operations, financial position, and cash flows. The results reported in these condensed consolidated financial statements are not necessarily indicative of the results that may be expected for the entire year. The 2015 year-end balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America (GAAP). This Form 10-Q (this “Report”) should be read in conjunction with the Company’s Comprehensive Report on Form 10-K for the years ended December 31, 2015, which includes all disclosures required by GAAP.

 

Going Concern

 

The Company anticipates to continue to have negative cash flows from operations as it ramps up production at their new manufacturing facilities. If the Company is not able to refinance its debt or obtain additional capital, the Company will not be able to pay off its current debt obligations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The company financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

The Company’s ability to continue as a going concern is dependent upon our ability to raise additional capital and to ultimately generate revenues at a level that will result in profitability and positive cash flows from operations. To address these matters, we are taking actions to refinance existing loans if needed, obtain capital leases, obtain additional loans collateralized by the land use rights, third party guarantees and other assets, and obtain approval for additional grant incentives from the government of Wu’an, China. However, there can be no assurance that additional grant funds to support our capital needs will be available to us and that we will be able to refinance existing loans, obtain additional loans, or raise further funds through other sources such as through an equity offering. Even if we are able to obtain additional financing, it may contain undue restrictions, be on terms that are not satisfactory to us, or contain covenants on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of convertible debt and equity financing.

 

Principles of Consolidation

 

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries which include (1) Altair U.S. Holdings, (2) Altairnano, Inc., (3) Altair Nanotechnologies (China) Co., Ltd., and (4) Northern Altair Nanotechnologies Co., Ltd. All of the subsidiaries are either incorporated in the United States of America or China. Inter-company transactions and balances have been eliminated in consolidation.

 

Recently Adopted and Recently Issued Accounting Guidance

 

Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s financial position, results of operations or cash flows.

 

 
6

 

 

ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States Dollars)

 

 

Note 2 Restricted Cash

 

The Company’s restricted cash represents cash required to be used for the State Grid Corporation project.

 

As of June 30, 2016 and of December 31, 2015, cash of $0.23 million and $0.23 million is restricted as performance guarantee for China State Grid Project, respectively.

 

Note 3 Fair Value Measurements and Other Financial Measurements

 

The carrying amounts of cash, accounts receivable, accounts payable, and notes payable approximate fair value due to the short-term nature of these instruments. The carrying amounts of the Company’s short term credit obligations approximate fair value because the effective yields on these obligations are comparable to rates of returns for instruments of similar credit risk. The Company performs recurring fair-value measurements for its warrant liabilities.

 

The fair values and corresponding classifications under the appropriate level of the fair value hierarchy of outstanding warrants recorded as recurring liabilities in the consolidated balance sheet were recorded using level 3 inputs based on a Monte Carlo option simulation model, which uses prevailing interest rates, Company’s stock price volatility and expected warrant term. Based on the valuation model used by the Company, the value of the warrant liability was determined to be $nil for the quarter ended June 30, 2016 and the year ended December 31, 2015, respectively. The change in the fair value of the warrants are recorded in Other (expense) income for each of the periods presented.

 

During the years ended December 31, 2014 and 2015, the Company has entered into several agreements to provide financial guarantees in relation to the EV Bus sales (See note 4). The Company engaged a third party valuation expert to determine the fair value of the financial guarantees. Fair value (level 3) of the financial guarantee at June 30, 2016 and December 31, 2015 amounted to $nil and $0.21 million, respectively.

 

NOTE 4 – ELECTRIC BUS SALES

 

On April 19, 2012, the Company entered into an Agreement (the “Agreement") with Wu’an Municipal People's Government ("Wu'an") and Handan Municipal People's Government ("Handan Government") regarding the establishment by Altair China of a manufacturing facility in the City of Wu'an, in Hebei Province in China. The Agreement also indicates the purchase by Wu'an and Handan of EV Buses beginning in late 2012 and continuing over five years, and the future purchase of electric taxis and energy storage systems. No EV Buses were sold during the six months ended June 30, 2016.

 

In connection with the EV bus sales to Handan in prior year, the Company agreed to provide to a third-party leasing entity a security deposit equals to 20% of the contract price. The security deposit is refundable over ten-year period when Handan completed its obligations to the third-party leasing entity. The difference between the present value of the refundable security deposit and the gross amount was recorded as current period other expense and unearned interest income to the security deposit (Note 6). The unearned interest income is amortized straight line over the refund period of 10 years.

 

In addition, the Company agreed to pay an initial 8% of the contract price for rebates and to make subsequent quarterly payments, for a ten-year period, to a third-party leasing company as an incentive. The net present value of the quarterly payments is recorded as current period expense. The difference between the present value of subsequent quarterly payments and the gross amount was recorded as unrecognized interest expense and then amortized over ten-year period.

 

 
7

 

 

ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States Dollars)

 

 

Note 5  PRODUCT Inventories

 

Inventory relates to the production of battery systems targeted at the electric grid, transportation, and industrial markets, which consisted of the following (in thousands of dollars):

 

   

June 30, 2016

   

December 31, 2015

 

Raw materials

  $ 1,688     $ 2,800  

Work in process

    2,530       1,041  

Finished goods

    7,127       3,830  

Total product inventories

  $ 11,345     $ 7,671  

 

The Company recorded reserve for inventories of $0.05 million as of June 30, 2016 and $0.13 million as of December 31, 2015, respectively.

 

Note 6  PREPAID expenses AND oTHER Assets

 

Prepaid expenses and other current and non-current assets consist of the following (in thousands of dollars):

 

   

June 30, 2016

   

December 31, 2015

 
                 

Prepaid inventory purchases

  $ 780     $ 623  

Prepaid Service Fee

    832       1,016  

Prepaid VAT

    4,185       3,207  

Current portion of long term receivable

    1,646       1,603  

Electric bus for resale (Note 4)

    129       132  

Other receivable – EV Bus (Note 4)

    427       437  

Deposits

    23       97  

Prepaid insurance

    40       221  

Others

    553       392  

Total prepaid expenses and other current assets

  $ 8,615     $ 7,728  
                 

Prepaid equipment purchases, non-current

  $ 5,022     $ 3,792  

Other assets, non-current

  $ 3,835     $ 4,138  

 

Other receivable - EV Bus consists of amount due from Wu’an for the EV Buses sold in prior periods.

 

Current portion of long term receivable and other assets, non-current, represents refundable security deposit in connection with EV Bus sales to Handan Government. (Note 4).

 

 
8

 

 

ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States Dollars)

 

 

The following lists the components of the net present value of long term receivable: (In thousands of dollars)

 

 

   

June 30, 2016

   

December 31, 2015

 
                 

Gross long term receivable

  $ 7,651     $ 8,243  

Less: unearned interest income

    (2,170 )     (2,502 )

Net present value of long term receivable

    5,481       5,741  

Less: Current portion of long term receivable

    (1,646 )     (1,603 )

Net present value of long term receivable, net of current portion

  $ 3,835     $ 4,138  

 

Future collections of long-term receivable as of June 30, 2016:

 

    Year Ended December 31,  
   

Remaining of

2016

   

2017

   

2018

   

2019

   

2020

   

Thereafter

   

Total

 

Net long term receivable

  $ 1,656     $ 1,878     $ -     $ 144     $ 1,503     $ 2,470     $ 7,651  

Less: unearned interest income

    (218 )     (334 )     (260 )     (283 )     (232 )     (843 )     (2,170 )

Net present value of long term receivable

  $ 1,438     $ 1,544     $ (260 )   $ (139 )   $ 1,271     $ 1,627     $ 5,481  

 

Prepaid equipment purchase consists of other costs related to the Company’s China operations, which will be transferred to property, plant and equipment when the assets are placed in service.

 

Deferred contract costs were incurred, under the completed contract method, for multiple large scale projects for which revenue has not been recognized. The balances of deferred contract costs are $4.35 million and $3.45 million as of June 30, 2016 and December 31, 2015 respectively.

 

Patents

Patents are associated with the nanomaterials and titanium dioxide pigment technology, which the Company is amortizing on a straight-line basis over their useful lives and is summarized as follows (in thousands of dollars):

 

   

June 30, 2016

   

December 31,2015

 

Patents

  $ 1,366     $ 1,366  

Less accumulated amortization

    (1,357 )     (1,319 )

Total patents

  $ 9     $ 47  

 

 

During the six months ended June 30, 2016 and 2015, amortization expense relating to patents is approximately $0.04 million and $0.04 million, respectively. During the three months ended June 30, 2016 and 2015, amortization expense relating to patents is approximately $0.02 million and $0.02 million, respectively.

 

 

 
9

 

 

ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States Dollars)

 

 

Note 7  PROPERTY, Plant and Equipment

 

Property, plant and equipment in operations consist of the following (in thousands of dollars):

 

   

June 30, 2016

   

December 31, 2015

 
                 

Machinery and equipment

  $ 36,223     $ 11,049  

Building and improvements

    16,296       13,498  

Furniture, office equipment & other

    1,668       1,844  

Leased assets

    -       1,682  
      54,187       28,073  

Less: accumulated depreciation

    (10,441 )     (12,864 )

Subtotal

    43,746       15,209  

Add: construction in process

    2,930       21,186  

Total property, plant and equipment

  $ 46,676     $ 36,395  

 

Depreciation expense for the three months ended June 30, 2016 and 2015 were approximately $0.39 million, $0.26 million. Depreciation expense for the six months ended June 30, 2016 and 2015 were approximately $0.81 million, and $0.51 million, respectively.

 

Note 8  LAND Use Right

  

The following summarizes Land Use Rights for the following periods (in thousands of dollars):

 

   

June 30, 2016

   

December 31, 2015

 

Land use right

  $ 27,480     $ 28,119  

Less accumulated amortization

    (1,678 )     (1,434 )

Total land use rights, net

  $ 25,802     $ 26,685  

 

The following summarizes the carrying amount pledged (in thousands of dollars):

 

   

June 30, 2016

   

December 31, 2015

 

Pledged for bank loan

  $ 19,551     $ 20,222  

Pledged for guarantee provided to related party

    6,251       3,671  

Total

  $ 25,802     $ 23,893  

 

 
10

 

 

ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States Dollars)

 

 

The Land Use Rights were recorded at cost and are being amortized on a straight-line basis over its 50-year useful life. The amortization expense for the three months ended June 30, 2016 and 2015, the six months ended June 30, 2016 and 2015 were approximately $0.14 million, $0.13 million, $0.28 million, and $0.27 million, respectively.

 

NOTE 9 – ACCRUED WARRANTY

 

Accrued warranty consisted of the following (in thousands of dollars):

 

   

June 30, 2016

   

December 31, 2015

 

Beginning Balance

  $ 168     $ 173  

Charges for accruals in the current period

    91       265  

Reductions for warranty services provided

    (161 )     (270 )

Ending Balance

  $ 98     $ 168  

 

 

NOTE 10 – GRANT INCENTIVES

 

In conjunction with the Land Use Rights obtained by Northern Altair (Note 8), Northern Altair applied for and received various incentives and grants from the Wu’an China Government. Such grants and incentives are required to be used to support the construction of planned facilities in Wu’an China and the purchase of related manufacturing equipment. Grant amounts received are included in the balance sheet as deferred income and are recognized as income over the useful life of the related assets upon placing such assets into service. The following summarizes grant incentives (in thousands of dollars):

 

   

June 30, 2016

   

December 31, 2015

 

Beginning balance

  $ 26,743     $ 25,505  

Grants received in the current period

    675       3,216  

Foreign currency translation adjustment

    (614 )     (1,429 )

Grants recognized in other income during the current period

    (319 )     (549 )

Ending balance

    26,485       26,743  

Less: current portion of deferred income – grant incentive

    (560 )     (551 )

Deferred income – grant incentive - non current

  $ 25,925     $ 26,192  

 

 

NOTE 11 – NOTES PAYABLE

 

Note payable is consisted of trade acceptance and bank loans as discussed below (in thousands of dollars):

 

Trade Acceptance

 

The Company issued trade acceptances to suppliers. Trade acceptances are presented to certain suppliers as a payment against the outstanding trade payable. These trade acceptances are non-interest bearing and mature within six months. Trade acceptances are secured by pledge of certificate of deposit in the bank for the amount of $nil and $5.39 million as of June 30, 2016 and December 31, 2015. The balance of trade acceptances included in notes payable were $nil as of June 30, 2016 and $4.45 million as of December 31, 2015, respectively.

 

Short Term Bank Loans (in thousands of dollars)

 

   

June 30, 2016

   

December 31, 2015

 

Weighted average interest rate

    5.66 %     7.06%    

Maturities

    September 2016     May 2016 to September 2016  
                   

Balance

  $ 43,291       $40,528    
                   

Weighted average balance

  $ 40,827       $20,502    

 

 
11

 

 

ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States Dollars)

 

 

Long Term Bank Loans (in thousands of dollars)

 

   

June 30, 2016

   

December 31, 2015

 

Weighted average interest rate

    11.08%         11.03%    

Maturities

  September 2016  to September 2017     September 2016 to September 2017  
                     

Balance

    $30,702         $32,186    

Less: current maturities

    (24,306)         (25,564)    

Balance, net

    $6,396         $6,622    
                     

Weighted average balance

    $31,012         $33,015    

 

The total carrying amount of land use rights that have been pledged as collateral to secure financing from commercial banks is $19.55 million and $20.22 million as of June 30, 2016 and December 31, 2015, respectively.

 

The total carrying amount of certificate of deposits that have been pledged as collateral to secure financing from commercial banks is $24.83 million and $20.02 million as of June 30, 2016 and December 31, 2015, respectively.

 

As of June 30, 2016, a short term bank loan with amounting to $19.57 million was guaranteed by a related party, Zhuhai Yinlong Energy, personal guarantees executed by certain directors of the Company, and a unrelated party; long term bank loans with amounting to $6.77 million was guaranteed by a unrelated party

 

As of December 31, 2015, a short term bank loan with amounting to $20.02 million was guaranteed by a related party, Zhuhai Yinlong Energy, personal guarantees executed by certain directors of the Company, and a unrelated party; long term bank loans with amounting to $6.93 million was guaranteed by a unrelated party.

 

Interest expense for the three months ended June 30, 2016 and 2015 were approximately $0.80 million and $0.56 million.

 

Interest expense for the six months ended June 30, 2016 and 2015 were approximately $1.56 million and $1.60 million.

 

 
12

 

 

ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States Dollars)

 

 

NOTE 12 – WARRANTS

 

The fair value of the warrants was determined using the Monte Carlo simulation model and the following weighted average assumptions were used:

 

2011 Warrant

               
   

June 30, 2016

   

December 31, 2015

 

Stock Price

    0.08       0.08  

Exercise Price

    15.36       15.36  

Expected Volatility

    88%       88%  

Expected Dividend Yield

    None       None  

Expected Term (in years)

    0.8       0.8  

Risk-free Interest Rate

    0.57%       0.57%  

 

   

2016

 
           

Weighted

 
           

Average

 
           

Exercise

 
   

Warrants

   

Price

 

Outstanding at January 1,

    412,779       14.93  

Expired

    (112,779 )     -  

Outstanding at June 30,

    300,000       15.36  

Currently exercisable

    300,000       15.36  

 

Based on the valuation model used by the Company, the value of the warrant liability was determined to be $nil for year ended 2015 and $nil for six month ended June 30, 2016. The change in the fair value of the warrants were recorded in Other (expense) income for each of the periods presented in the Company’s consolidated statements of operations. The warrants expire on various dates through September 2016.

 

NOTE 13 – GEOGRAPHIC INFORMATION AND CONCENTRATION

 

Beginning September 30, 2013, Chief Operating Decision Maker decided to combine both segments into the PEG segment because resource allocation and performance assessment would be concentrated as one operating level and the Company started to manage its business primarily on a geographic basis.

 

 
13

 

 

ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States Dollars)

 

 

Sales to customers which accounted for more than 10% of Revenues:

 

Customers

 

Percentage of Total Revenue

 

Three months ended June 30, 2016:

       

Hebei Yinlong New Energy Co., Ltd, a related party

    71 %

Zhuhai Yinlong New Energy Co., Ltd, a related party

    17 %

Six months ended June 30, 2016:

       

Hebei Yinlong New Energy Co., Ltd, a related party

    74 %

Zhuhai Yinlong New Energy Co., Ltd, a related party

    16 %

Three months ended June 30, 2015:

       

Hebei Yinlong New Energy Co., Ltd, a related party

    27 %

Nano power a.s

    25 %

Hybricon

    16 %

UTE TSK-ING SAN FERMIN, PUERTO RICO

    10 %

Six months ended June 30, 2015:

       

Hebei Yinlong New Energy Co., Ltd, a related party

    26 %

FABTRAC, LLC

    22 %

Cargotec Finland Oy

    10 %

 

Sales to customers which accounted for more than 10% of Accounts Receivable:

 

Customers

 

Percentage of Total Accounts Receivable

 

June 30, 2016:

       

Hawaii Natural Energy Inst.

    53 %

LeClanche BVBA

    13 %

December 31, 2015:

       

Maui Electric Company, Ltd.

    47 %

Hybricon

    33 %

 

Revenues for the three-month ended and six-month ended June 30, 2016, and 2015 by geographic area based on location of customers were as follows (in thousands of dollars):

 

   

Three Months ended

 

Country

 

June 30, 2016

   

June 30, 2015

 

Belgium

  $ 229     $ 170  

China

    8,587       658  

Czech Republic

    16       287  

Finland

    456       166  

Spain

    8       53  

Sweden

    143       300  

U.S.A

    260       194  

United Kingdom

    -       4  

Grand Total

  $ 9,699     $ 1,832  

 

   

Six Months ended

 

Country

 

June 30, 2016

   

June 30, 2015

 

Belgium

  $ 263     $ 308  

China

    15,562       1309  

Czech Republic

    158       802  

Denmark

    -       2  

Finland

    712       374  

Spain

    8       59  

Sweden

    143       301  

U.S.A

    400       481  

United Kingdom

    -       43  

Grand Total

  $ 17,246     $ 3,679  

 

 
14

 

 

ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States Dollars)

 

 

Geographic information for long-lived assets, which was based on physical location of the assets, was as follows (in thousands of dollars):

 

Country

 

June 30, 2016

   

December 31, 2015

 

United States

  $ 1,203     $ 1,867  

China

    80,141       69,190  

Total

  $ 81,344     $ 71,057  

 

Geographic information for revenue, which was based on physical location of operations, was as follows (In thousands of dollars):

 

   

Three months ended

   

Six months ended

 
   

June 30

   

June 30

 
   

2016

   

2016

 

United States

  $ 1,113     $ 1,173     $ 1,561     $ 2,369  

China

    8,586       659       15,685       1,310  

Total

  $ 9,699     $ 1,832     $ 17,246     $ 3,679  

 

 

NOTE 14 – RELATED PARTY BALANCES AND TRANSACTIONS 

 

Related Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence, such as a family member or relative, stockholder, or a related corporation

 

During the periods presented, the details of the related party balances were as follows (in thousands of dollars):

 

a. Balance

 

Note

 

June 30, 2016

   

December 31, 2015

 

1. Accounts receivable

                 

Hebei Yinlong New Energy Co., Ltd

b

  $ 190     $ -  

Zhuhai Yinlong New Energy Co., Ltd

a

    2,797       203  

Subtotal

    $ 2,987     $ 203  

 

During the periods presented, the Company sold products to related parties (listed above), mainly engaged in technological development of new energy related fields, production and selling of lithium-ion power batteries and energy storage batteries.

 

 

Note

 

June 30, 2016

   

December 31, 2015

 

2. Other receivable

                 

Zhuhai Yinlong New Energy Co., Ltd

a

  $ -     $ 308  

Zhuhai Guangtong Auto Co., Ltd (Handan Branch)

c

    1       274  

Subtotal

    $ 1     $ 582  

 

During the periods presented, the Company would receive refund from Zhuhai Yinlong due to prior prepayment of purchase orders which have been canceled.

 

During the periods presented, the Company paid operation expense on behalf of Zhuhai Guangtong Auto.

 

 
15

 

 

ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States Dollars)

 

 

 

Note

 

June 30, 2016

   

December 31, 2015

 

3. Note receivable

                 

Hebei Yinlong New Energy Co., Ltd

b

  $ -     $ 1,540  

 

Related Party (listed above) issued trade acceptances to the Company. Trade acceptances are presented to the Company as a payment against the outstanding trade payable. These trade acceptances are non-interest bearing and mature within six months.

 

 

Note

 

June 30, 2016

   

December 31, 2015

 

4. Loans receivable

                 

Guangdong Yintong Investment Holdings Group Co., Ltd

e

  $ -     $ 2,772  

Zhuhai Guangtong Auto Co., Ltd (Handan)

c

    -       10,826  

Subtotal

    $ -     $ 13,598  

 

During the periods presented, the Company provided the non-interest bearing loans to related parties (listed above) and all loans are due on demand

 

                 

Total Amount due from related parties

  $ 2,988     $ 15,923  

 

 

Note

 

June 30, 2016

   

December 31, 2015

 

1. Trade accounts payable and other payable

                 

Hebei Yinlong New Energy Co., Ltd

b

  $ -     $ 3  

Zhuhai Guangtong Auto Co., Ltd

c

    660       676  

Subtotal

    $ 660     $ 679  

 

During the periods presented, the Company had trade payable and other payable to related parties (listed above), mainly engaged in purchasing of electric cells from Hebei Yinlong New Energy and purchasing of electric bus from Zhuhai Guangtong Auto.

 

 

Note

 

June 30, 2016

   

December 31, 2015

 

2. Sales deposit received in advance

                 

Hebei Yinlong New Energy Co., Ltd

b

  $ -     $ 1,426  

 

During the periods presented, the Company sold products to related party (listed above), mainly engaged in production and selling of lithium-ion power batteries and energy storage batteries. The Company received deposit in advance to the sales.

 

 

Note

 

June 30, 2016

   

December 31, 2015

 

3. Borrowing payable

                 

Hebei Yinlong New Energy Co., Ltd

b

  $ 17,303     $ 14,033  

Zhuhai Yinlong New Energy Co., Ltd

a

    1,644       1,529  

Zhuhai Guangtong Auto Co., Ltd

c

    -       5,698  

Shijiazhuang Zhongbo Auto Co., Ltd

d

    8,940       2,094  

Subtotal

    $ 27,887     $ 23,354  

 

 
16

 

 

ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States Dollars)

 

 

During the periods presented, the Company issued the non-interest bearing loans to related parties (listed above) and all loans are due on demand

 

                 

Total Amount due to related parties

  $ 28,547     $ 25,459  

 

b. Transaction

   

Three months ended

   

Three months ended

 
 

Note

 

June 30, 2016

   

June 30, 2015

 

1a. Sales

                 

Hebei Yinlong New Energy Co., Ltd

b

  $ 6,894     $ 490  

Zhuhai Yinlong New Energy Co., Ltd

a

    1,680       169  

Subtotal

    $ 8,574     $ 659  

 

     

Six months ended

   

Six months ended

 
 

Note

 

June 30, 2016

   

June 30, 2015

 

1b. Sales

                 

Hebei Yinlong New Energy Co., Ltd

b

  $ 12,772     $ 959  

Zhuhai Yinlong New Energy Co., Ltd

a

    2,772       351  

Subtotal

    $ 15,544     $ 1,310  

 

During the periods presented, the Company sold products to related parties (listed above), mainly engaged in production and selling of lithium-ion power batteries and energy storage batteries.

 

     

Three months ended

   

Three months ended

 
 

Note

 

June 30, 2016

   

June 30, 2015

 

2a. Purchase

                 

Zhuhai Yinlong New Energy Co., Ltd

a

  $ -     $ 1  

Zhuhai Guangtong Auto Co., Ltd

c

    -       7,309  

Subtotal

    $ -     $ 7,310  

 

     

Six months ended

   

Six months ended

 
 

Note

 

June 30, 2016

   

June 30, 2015

 

2b. Purchase

                 

Zhuhai Yinlong New Energy Co., Ltd

a

  $ -     $ 157  

Zhuhai Guangtong Auto Co., Ltd

c

    -       7,309  

Subtotal

    $ -     $ 7,466  

 

During the periods presented, the Company purchased from related parties (listed above), mainly engaged in purchasing of electric bus from Zhuhai Yinlong New Energy and Zhuhai Guangtong Auto.

 

     

Three months ended

   

Three months ended

 
 

Note

 

June 30, 2016

   

June 30, 2015

 

3a. Borrowing from related parties

                 

Hebei Yinlong New Energy Co., Ltd

b

  $ 22,277     $ 6,976  

Zhuhai Yinlong New Energy Co., Ltd

a

    459       26,821  

Subtotal

    $ 22,736     $ 33,797  

 

 
17

 

 

ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States Dollars)

 

 

     

Six months ended

   

Six months ended

 
 

Note

 

June 30, 2016

   

June 30, 2015

 

3b. Borrowing from related parties

                 

Hebei Yinlong New Energy Co., Ltd

b

  $ 36,237     $ 8,434  

Zhuhai Yinlong New Energy Co., Ltd

a

    459       28,202  

Shijiazhuang Zhongbo Auto Co., Ltd

d

    7,003       -  

Subtotal

    $ 43,699     $ 36,636  

 

During the periods presented, the Company issued the non-interest bearing loans to related parties (listed above) and all loans are due on demand.

 

As of June 30, 2016, the Company used the Land Use Right as pledge for carrying amount of $6.25 million and provided guarantee to Shijiazhuang Zhongbo Auto Co., Ltd to secure financing from commercial banks. (Note 8)

 

As of June 30, 2016, Mr. Wie Yincang, Mr. Wei Guohua, and Mr. Sun Guohua have jointly provided guarantee the Company to secure financing from commercial banks for total amount of $19.57 million.

 

In May 2016, the Company and related party creditors agreed to settle the amount due to related parties by transferring debt obligation to related party debtors and netting off the amount due from related parties for the amount of $13.32 million. Hence, the Company is released from debt obligation for total amount of $13.32 million.

 

Related parties involved in settlement are presented in the following table (in thousands of dollars):

 

 

Note

 

May 2016

 

1. Loans receivable for settlement

         

Guangdong Yintong Investment Holdings Group Co., Ltd

e

  $ 2,755  

Zhuhai Guangtong Auto Co., Ltd (Handan)

c

    10,568  
           

Subtotal

    $ 13,323  

 

 

Note

 

May 2016

 

2. Borrowing payable for settlement

         

Hebei Yinlong New Energy Co., Ltd

b

  $ 7,662  

Zhuhai Guangtong Auto Co., Ltd

c

    5,661  
           

Subtotal

    $ 13,323  

 

a. Zhuhai Yinlong New Energy Co., Ltd (“Zhuhai Yinlong”) is the majority shareholder company of Altair Nanotechnologies Inc.

b. Hebei Yinlong New Energy Co., Ltd (“Hebei Yinlong”) is the wholly owned subsidiary of Zhuhai Yinlong New Energy Co., Ltd, hence Hebei Yinlong New Energy Co., Ltd and Altair Nanotechnologies Inc. are companies commonly controlled by the same parent company.

c. Zhuhai Guangtong Auto Co., Ltd. (and its Handan Branch) is the wholly owned subsidiary of Zhuhai Yinlong New Energy Co., Ltd, hence Zhuhai Guangtong Auto Co., Ltd and Altair Nanotechnologies Inc. are companies commonly controlled by the same parent company.

d. Zhuhai Yinlong New Energy Co., Ltd indirectly holds 100% ownership of Shijiazhuang Zhongbo Auto Co., Ltd, hence Shijiazhuang Zhongbo Auto Co., Ltd and Altair Nanotechnologies Inc., are the companies commonly controlled by the same parent company.

e. Guangdong Yintong Investment Holdings Group Co., Ltd is owned by Wei Yinchang, chairman of the Company.

f. Mr. Sun Guohua is the Chief Executive Officer of the Company.

g. Mr. Wei Guohua is the Director of Board of the Company

h. Mr. Wei Yincang is the Chairman of the Company

i. Yintong Energy (“YTE”) is an affiliate of Hui Neng Investment Holding Limited (“Hui Neng”) formerly known as Canon Investment Holding, Ltd, (“Canon”). Hui Nening owns 57.5% of Zhuhai YinLong.

 

 
18

 

 

ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States Dollars)

 

 

NOTE 15 –TAXATION

 

The Company’s U.S. entity had federal and state net operating loss carry forwards of $60.4 million and $1.9 million as of December 31, 2015, available to reduce future taxable income which will expire in various years through 2035. As of June 30, 2016 and December 31, 2015, the Company’s PRC subsidiaries had net operating loss carry forwards of $11.1 million and $14.3 million, respectively, which will expire in various years through 2021. Management believes it is more likely than not that the Company will not realize these potential tax benefits as these operations will not generate any operating profits in the foreseeable future. As a result, a valuation allowance was provided against the full amount of the potential tax benefits.

 

NOTE 16 – COMMITMENTS AND CONTINGENCIES

 

Capital Commitment – Production Plant

 

As discussed further in Note 8, in conjunction with the Land Use Rights obtained by Northern Altair, the Company agreed to make fixed asset investments on the land of approximately $312.81 million, subject to loan guarantees and other incentives from Wu’an, China, over an unspecified period of time up to the 50-year life of the land use rights, with initial construction occurring in 2013. The remaining commitment as June 30, 2016 is $236.91 million.

 

Lease

 

The Company leases a 70,000 square feet facility in Flagship Business Accelerator Building located at 3019 Enterprise Drive, Anderson, Indiana under a triple net lease with Flagship Enterprise Center, Inc. The facility was used for the production of prototype batteries and battery systems.  The lease amended on January 27, 2015 will expire on June 30, 2017. Any lease renewal options will be negotiated no less than six (6) months prior to the expiration of this lease. Annual rent under this lease is $0.26 million plus IT fees, utilities and maintenance. Effective May 1, 2016, the Company agreed to pay $0.14 million as a payment to terminate the lease effective by the end of May 2016. Use of the facility has been agreed upon until a new tenant is found. The landlord will give the Company thirty days notice at their discretion to vacate the premises. The Company expects to find new office space for the current employees in the general Anderson, Indiana area at a reduced rate and space requirement by the end of the second quarter of 2017.

 

Capital Commitment- Fixed Assets

 

The Company has contractual obligations to vendors of machine and equipment related to future capital expenditures as of June 30, 2016. The Company's commitment for minimum payment under these contractual obligations as of June 30, 2016 is $34.11 million. From the contract, the Company noted that all of these contractual obligations would be fulfilled in 2016.

  

Defined contribution plan

 

Full-time employees of the Company in the People Republic China (“PRC”) participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are provided to employees. Chinese labor regulations require that PRC operating entities make contributions to the government for these benefits based on certain percentages of the employees’ salaries. Except for the required contributions mentioned above, the Company has no legal obligation for the benefits beyond the contributions made.

 

 
19

 

 

ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States Dollars)

 

 

The total amounts for such employee benefits were $0.34 million and $0.38 million for the six month ended June 30, 2016 and 2015, respectively.

 

Litigation

 

The company is in certain legal proceedings that arise from time to time in the ordinary course of our business. Legal expenses associated with the contingency are expensed as incurred. Material legal proceedings that are currently pending are as follows:

 

In re Altair Nanotechnologies Shareholder Derivative Litigation, 1:14-cv-09418, 1:14-cv-09958 (S.D.N.Y.): In late 2014, two shareholder derivative actions were filed against certain current and former officers and directors of the Company in the United States District Court for the Southern District of New York.  Altair was named as a nominal defendant. The two cases, which were consolidated on May 15, 2015, allege violations of Section 14(a) of the Securities Exchange Act of 1934, as well as breaches of fiduciary duty and unjust enrichment based on substantially the same facts underlying the putative securities litigation. As of the balance sheet date, the Company did not have reasonable estimation of settlement amount. In July 2016, certain parties executed a stipulation of settlement, without defendants admitting liability, whereby Altair agreed to adopt certain governance proposals and pay an amount not exceeding $150,000 in plaintiffs’ attorneys’ fees and expenses. The court entered an order preliminarily approving the settlement on August 22, 2016, and has scheduled a settlement hearing for January 9, 2017.  If the settlement receives final approval, this action will be dismissed in its entirety.  Notice of the proposed settlement is available on Altair’s website.  A summary notice has also been published online.   

 

In the Matter of Altair Nanotechnologies, Inc. (LA-4452): In or around January 2015, SEC opened an investigation into the resignation of Crowe Horwath LLP (“Crowe”) as Altair’s independent auditor in August 2014.  As part of its investigation, the SEC issued several subpoenas to the Company and its current and former officers relating to Crowe’s resignation and a Form 8-K filed by the Company on March 13, 2015.  On May 4, 2016, the SEC sent Altair a Wells Notice identifying possible violations of Sections 13(a) and 13(b)(2)(B) of the Securities Exchange Act of 1934 and Rules 13a-1 and 13a-13 thereunder.  On August 29, 2016, the Company made an offer of settlement to the SEC whereby it consented to the entry of an order, without admitting or denying the findings therein except as to the SEC’s jurisdiction, that the Company:  (i) cease and desist from committing or causing violations of Sections 13(a) and 13(b)(2)B) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder; (ii) make certain filings with the SEC by November 15, 2016 or have the registration of its securities under the Exchange Act revoked; and (iii) pay a civil money penalty in the amount of $250,000 within 10 days of the entry of the order. Such offer of settlement was accepted by the SEC and resulted in a Release No. 78997 dated September 29, 2016 with respect to the same. As of the balance sheet date, the Company did not have reasonable estimation of settlement amount. In August 2016, the Company accrued $250,000 and deposited the funds into escrow which was paid from escrow to the SEC in October 2016.

 

 
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ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States Dollars)

 

 

NOTE 17 – SUBSEQUENT EVENTS

 

Loans Paid

 

On July 19, 2016, Northern Altair paid off a two year loan (term dates were from November 6, 2014 to November 5, 2016) with WRCC for approximately $15.9 million. The loan does not have early payment penalty.

 

Failed Sale- Leaseback

 

On July 26, 2016, the Company entered into a contract with Golden Investment to sell 55 pieces of equipment currently in use and simultaneously leased it back. The Company regains the ownership of the assets at the end of the lease term and the Company also assumes all risks of damages to the assets and continued to manage, control, administrate, and operate the assets. These rights and obligations constitute continuing involvement, which result in a failed sale-leaseback (financing) accounting. Under failed sale-leaseback accounting, the Company is deemed owner of the assets and the transaction is treated as a financing arrangement. The lease term is for 60 months commencing on July 28, 2016. The first lease payment was made on July 27, 2016 and the subsequent payment is due every six months starting from the first payment date.

 

In connection with the financing arrangement, the Company pledged the 55 pieces of equipment as collateral to the lessor and the following related parties individually entered into a guaranty contract with the lessor to provide joint liability guarantee for the payments under the financing arrangement: 1) Zhuhai Yinlong New Energy Co., Ltd, 2) Zhuhai Guangtong Auto Co., Ltd, 3) Shijiazhuang Zhongbo Auto Co., Ltd, and 4) Hebei Yinlong New Energy Co. 

 

 
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ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States Dollars)

 

Capital Lease

 

On August 8, 2016, Northern Altair entered into a purchasing contract with Hengxin, a third party and thirteen other suppliers, where Hengxin will purchase the equipment selected by the Company from the suppliers and then lease them back to the Company. The lease term is initially for five years and contingent upon the occurrence of certain events, Hengxin has the rights to (i) reduce the lease term from five years to three years or (ii) upon default by the Company, Hengxin has the right to convert the remaining balance owed under the financing arrangement into the equity of the Company.

 

In connection with the financing arrangement, the Company pledged the leased equipment as collateral to Hengxin and the following related parties individually entered into a guaranty contract with the lessor to provide joint liability guarantee for the lease payments. Zhuhai Yinlong New Energy Co., Ltd, Shijiazhuang Zhongbo Auto Co., Ltd, Hebei Yinlong New Energy Co., In addition, Hebei Yinlong New Energy Co. pledged its accounts receivable with the lessor.

 

In connection with the financing arrangement, the Company entered into a consulting agreement with the lessor. The consulting agreement stipulated an additional consulting fee of 6% of the total purchase price of the equipment by the lessor. The Company accounted for the consulting agreement as down payment for the capital lease as in substance those payments resemble required return by the lessor.

 

The first payment of rent was made on September 19 2016, and subsequent payment is due every six months. Starting from the first payment date. According to the lease contract, the Company has a purchase option, renewal option or can just return the equipment at the end of lease term provided that the Company is not in default.

 

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

 

Forward-Looking Statements

 

             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 under “Risk Factors” below and other cautionary statements throughout this Report and our other filings with the SEC. You should also keep in mind that all forward-looking statements are based on management’s existing beliefs about present and future events outside of management’s control and on assumptions that may prove to be incorrect. If one or more risks identified in this Report or any other applicable filings materializes, or any other underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected, or intended.

 

Overview

 

We are a Delaware corporation that develops, manufactures and sells nano lithium titanate batteries and energy storage systems. Our nano lithium titanate battery systems offer higher power density, longer cycle life, rapid charge and discharge capabilities, a wider operating temperature range and higher levels of safety than conventional lithium-ion batteries. We target applications that effectively utilize the key attributes of our technology, and these applications can be found primarily in the electric grid, transportation (commercial vehicles), and industrial market segments.

 

In April 2012, we formed Altair Nanotechnologies (China) Co., Ltd. (“Altair China”) and Northern Altair Nanotechnologies Co., Ltd. (“Northern Altair”) in order to aggregate key elements of our supply chain and expand into the Chinese market. In January 2014, our Board of Directors approved plans to consolidate all U.S. manufacturing operations and transition manufacturing to Wu’an, China. Effective in early 2016, the majority of our principal assets and operations are now located in China.

 

In 2013, we transferred the production of our nLTO material to the New Energy Industrial Park in Wu’an city, Hebei province, China. We built, installed and further improved the manufacturing of our nLTO. In 2013, a 150 metric ton per year manufacturing line was completed and put into production as our phase one nLTO production line. In the same year, to meet the high demand of Lithium batteries in the China market, we completed the business process of sourcing the equipment to be procured for the phase two nLTO production line, under the joint efforts of the Altair U.S. and Altair China teams. This nLTO line was put into production in fourth quarter of 2015 and has reached an annual production capacity of 2,250 metric tons during 2016, with an expected annual capacity of 3,000 metric tons. We built a phase three nLTO production line and it was completed and installed in the fourth quarter of 2016 with an annual production capacity of 3,500 metric tons.

 

As of January 2016, the module production was transferred from Anderson, Indiana to our manufacturing location in Wu’an, China. In the U.S., we are maintaining some of our core R&D personnel, who provide technical transfer and services to our China entities in the areas of core R&D, engineering operational capabilities and technologies that influence our manufacturing in Wu’an, China.

 

In 2014, in order to further cut the cost of our products, improve product chain management efficiencies, and effectively serve the large market in China, we built two battery module production lines with an expected total capacity of approximately 6,000 modules per year. In the first quarter of 2016, we transferred the U.S. module production line to China. We are expecting the three battery module production lines to reach an expected total capacity of 9,000 modules per year by the end of 2016.

 

We have completed the technology and production validation of our Gen 4 modules with China produced nLTO and China made module parts. The Gen 2 modules will still be available in 2016. Both Gen 2 and Gen 4 products have passed the United Nations (“UN”), International Standards Organization (“ISO”), SAE International (“SAE”) and International Electrochemical Commission (“IEC”) testing and reports are being generated by TÜV SÜD (“TUV”). TUV, a German based company, who has a test facility in China and results are generally accepted by the UN and U.S. In December 2015, our battery module production line in the U.S. was discontinued. We were able to maintain a very stable period of time overlapping production while transferring the battery module production from the U.S. to China, without any impact on customer order delivery. Our battery modules have been generally used in EV Buses, trolley buses and hoisting equipment in the Europe and the U.S markets. Our OEM cell producer’s capacity can reach 70,000 Altair format cells per year. Sometime in the near future, we expect to validate another OEM cell producer to reduce dependency on one supplier, which will provide competition between suppliers and reduce costs for Altair.

 

 
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We plan on building and validating ALTI-ESS (energy storage systems) production capabilities in China and export them to Europe, the U.S. and to other countries of the world.

 

We now have a battery management system (“BMS”) distribution center in Europe to provide improved efficiency and timely delivery of our supply of the BMS units to our European customers. Our BMS supplier has a production base in China, which we believe will meet the demand of the China market.

 

By building manufacturing and assembly facilities in Wu’an, China for our nLTO material, battery cells and modules, and soon our energy storage systems, we have centered the whole supply chain in China. In adopting this strategy, we expect to significantly reduce costs, shorten lead times, reduce cash flow pressures, improve the quality and production management efficiency and increase our profit.

 

Results of Operations

 

The following summarizes our revenue, operating expenses, and net loss for all periods presented below. You should read the following in conjunction with our unaudited condensed consolidated financial statements, including quarterly information, presented elsewhere in this Quarterly Report.

 

 
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The table below sets forth line items from the Company’s unaudited consolidated Statement of Operations (in thousands):

 

   

Three Months Ended June 30,

                   

Six Months Ended June 30,

                 
   

2016

   

2015

   

Inc.
(Dec.)

   

Percentage Inc. (Dec.)

   

2016

   

2015

   

Inc.
(Dec.)

   

Percentage Inc. (Dec.)

 
                                                                 

Revenues

  $ 9,699     $ 1,832     $ 7,867       429 %   $ 17,246     $ 3,679     $ 13,567       369 %
                                                                 

Cost of goods sold

    5,843       1,263       4,580       363 %     10,743       3,371       7,372       219 %
                                                                 

Gross profit

    3,856       569       3,287       578 %     6,503       308       6,195       2011 %
                                                                 

Operating expenses

                                                               

Research and development

    163       161       2       1 %     320       372       (52 )     -14 %

Sales and marketing

    29       242       (213 )     -88 %     84       376       (292 )     -78 %

General and administrative

    3,207       2,273       934       41 %     6,138       4,691       1,447       31 %

Depreciation and amortization

    262       410       (148 )     -36 %     560       816       (256 )     -31 %

Gain (loss) on disposal of assets

    (3 )     -       (3 )     100 %     (29 )     -       29       100 %

Total operating expenses

    3,658       3,086       572       19 %     7,073       6,255       818       13 %

Gain (loss) from operations

    198       (2,517 )     2,715       -108 %     (570 )     (5,947 )     5,377       -90 %
                                                                 

Other income (expense)

                                                               

Interest expense, net

    (799 )     (560 )     (239 )     43 %     (1,564 )     (1,596 )