From Altairnano's 2006 Annual Report
An investment in our common shares and warrants involves significant risks. You should carefullyconsider the risks described in this Report before making an investment decision. Any of these risks could materially and adversely affect our business, financial condition or results of operations. In such case, you may lose all or part of your investment. Some factors in this section are forward-looking statements.
We may continue to experience significant losses from operations.
We have experienced a net loss in every fiscal year since our inception. Our losses from operationswere $17,681,415 in 2006 and $10,481,853 in 2005. Even if we do generate operating income in one or more quarters in the future, subsequent developments in our industry, customer base, business or cost structure, or an event such as significant litigation or a significant transaction, may cause us to again experience operating losses. We may never become profitable for the long-term, or even for any quarter.
Our quarterly operating results have fluctuated significantly in the past and will continue to fluctuate inthe future, which could cause our stock price to decline.
Our quarterly operating results have fluctuated significantly in the past, and we believe that theywill continue to fluctuate in the future, due to a number of factors, many of which are beyond our control. If in future periods our operating results do not meet the expectations of investors or analysts who choose to follow our company, our stock price may fall. Factors that may affect our quarterly operating results include the following:
Fluctuations in the size and timing of customer orders from one quarter to the next;
Timing of delivery of our services and products;
Addition of new customers or loss of existing customers;
Our ability to commercialize and obtain orders for products we are developing;
Costs associated with developing our manufacturing capabilities;
New product announcements or introductions by our competitors or potential competitors;
A lta i r21 N A N O T E C H N O L O G I E S Inc .
The effect of variations in the market price of our common shares on our equity-basedcompensation expenses;
Acquisitions of businesses or customers;
Technology and intellectual property issues associated with our products; and
General economic trends, including changes in energy prices, or geopolitical events such as war or
incidents of terrorism.
Our revenues have historically been generated from low-margin contract research services; if we cannotexpand revenues from other products and services, our business will fail.
Historically, a significant portion of our revenues has come from contract research services for businessesand government agencies. During the years ended December 31, 2006, 2005 and 2004, contract services revenues comprised 67%, 70%, and 99%, respectively, of our operating revenues. Contract services revenue is low margin and unlikely to grow at a rapid pace. Our business plan anticipates revenues from product sales and licensing, both of which are higher margin than contract services and have potential for rapid growth, increasing in coming years. If we are not successful in significantly expanding our revenues from higher margin products and services, our revenue growth will be slow, and it is unlikely that we will achieve profitability.
Our patents and other protective measures may not adequately protect our proprietary intellectual property,and we may be infringing on the rights of others.
We regard our intellectual property, particularly our proprietary rights in our nanomaterials and titaniumdioxide pigment technology, as critical to our success. We have received various patents, and filed other patent applications, for various applications and aspects of our nanomaterials and titanium dioxide pigment technology and other intellectual property. In addition, we generally enter into confidentiality and invention agreements with our employees and consultants. Such patents and agreements and various other measures we take to protect our intellectual property from use by others may not be effective for various reasons, including the following:
Our pending patent applications may not be granted for various reasons, including the existence ofconflicting patents or defects in our applications;
The patents we have been granted may be challenged, invalidated or circumvented because of thepre-existence of similar patented or unpatented intellectual property rights or for other reasons;
Parties to the confidentiality and invention agreements may have such agreements declared unenforceableor, even if the agreements are enforceable, may breach such agreements;
The costs associated with enforcing patents, confidentiality and invention agreements or other intellectualproperty rights may make aggressive enforcement cost prohibitive;
Even if we enforce our rights aggressively, injunctions, fines and other penalties may be insufficient todeter violations of our intellectual property rights; and
Other persons may independently develop proprietary information and techniques that, althoughfunctionally equivalent or superior to our intellectual proprietary information and techniques, do not breach our patented or unpatented proprietary rights.
Because the value of our company and common shares is rooted primarily in our proprietary intellectual property rights, our inability to protect our proprietary intellectual property rights or gain a competitive advantage from such rights could harm our ability to generate revenues and, as a result, our business and operations.
In addition, we may inadvertently be infringing on the proprietary rights of other persons and may be required to obtain licenses to certain intellectual property or other proprietary rights from third parties. Such licenses or proprietary rights may not be made available under acceptable terms, if at all. If we do not obtain required licenses or proprietary rights, we could encounter delays in product development or find that the development or sale of products requiring such licenses is foreclosed.
Because our products are generally components of end products, the viability of many or our products istied to the success of third parties existing and potential end products.
Few of the existing or potential products being developed with our nanomaterials and titaniumdioxide pigment technology are designed for direct use by the ultimate end user. Phrased differently, most of our products are components of other products. For example, our nano-structured LTO battery materials and NanoSafe batteries are designed for use in end-user products such as electric vehicles, hybrid electric vehicles and other potential products. Other potential products and processes we and our partners are developing using our technology, such as titanium dioxide pigments, life science materials, air and water treatment products, and coatings, are similarly expected to be components of third-party products. As a result, the market for our products is dependent upon third parties creating or expanding markets for their end-user products that utilize our products. If such end-user products are not developed, or the market for such end-user products contracts or fails to develop, the market for our component products would be expected to similarly contract or collapse. This would limit our ability to generate revenues and would harm our business and operations.
The commercialization of many of our technologies is dependent upon the efforts of commercial partnersand other third parties over which we have no or little control.
We do not have the expertise or resources to commercialize all potential applications of ournanomaterials and titanium dioxide pigment technology. For example, we do not have the resources necessary to complete the testing of, and obtain FDA approval for, RenaZorb and other potential life sciences products or to construct a commercial facility to use our titanium dioxide pigment production technology. Other potential applications of our technology, such as those related to our nano-structure LTO electrode materials, coating materials and dental materials, are likely to be developed in collaboration with third parties, if at all. With respect to these and substantially all other applications of our technology, the commercialization of a potential application of our technology is dependent, in part, upon the expertise, resources and efforts of our commercial partners. This presents certain risks, including the following:
We may not be able to enter into development, licensing, supply and other agreements with commercialpartners with appropriate resources, technology and expertise on reasonable terms or at all;
Our commercial partners may not place the same priority on a project as we do, may fail tohonor contractual commitments, may not have the level of resources, expertise, market strength or other characteristic necessary for the success of the project, may dedicate only limited resources and/or may abandon a development project for reasons, including reasons, such as a shift in corporate focus, unrelated to its merits;
Our commercial partners may terminate joint testing, development or marketing projects on the meritsof the projects for various reasons, including determinations that a project is not feasible, cost-effective or likely to lead to a marketable end product;
At various stages in the testing, development, marketing or production process, we may have disputes
with our commercial partners, which may inhibit development, lead to an abandonment of the project or have other negative consequences; and
Even if the commercialization and marketing of jointly developed products is successful, our revenue share may be limited and may not exceed our associated development and operating costs.
As a result of the actions or omissions of our commercial partners, or our inability to identify and enter into suitable arrangements with qualified commercial partners, we may be unable to commercialize apparently viable products on a timely and cost-effective basis, or at all. Our business is not dependent upon a single application of our technology; however, we will not become profitable and be able to sustain operations in the long run if we fail to commercialize several of our potential products.
If we acquire or invest in other companies, assets or technologies and we are not able to integrate them withour business, or we do not realize the anticipated financial and strategic goals for any of these transactions, our financial performance may be impaired.
As part of our growth strategy, we routinely consider acquiring or making investments in companies,assets or technologies that we believe are strategic to our business. We do not have extensive experience in integrating new businesses or technologies, and if we do succeed in acquiring or investing in a company or technology, we will be exposed to a number of risks, including:
We may find that the acquired company or technology does not further our business strategy, that weoverpaid for the company or technology or that the economic conditions underlying our acquisition decision have changed;
We may have difficulty integrating the assets, technologies, operations or personnel of an acquiredcompany, or retaining the key personnel of the acquired company;
Our ongoing business and managements attention may be disrupted or diverted by transition orintegration issues and the complexity of managing geographically or culturally diverse enterprises;
We may encounter difficulty entering and competing in new product or geographic markets orincreased competition, including price competition or intellectual property litigation; and
We may experience significant problems or liabilities associated with product quality, technologyand legal contingencies relating to the acquired business or technology, such as intellectual property or employment matters.
In addition, from time to time we may enter into negotiations for acquisitions or investments that are notultimately consummated. These negotiations could result in significant diversion of management time, as well as substantial out-of-pocket costs. If we were to proceed with one or more significant acquisitions or investments in which the consideration included cash, we could be required to use a substantial portion of our available cash. To the extent we issue shares of capital stock or other rights to purchase capital stock, including options and warrants, existing stockholders might be diluted. In addition, acquisitions and investments may result in the incurrence of debt, large one-time write-offs, such as acquired in-process research and development costs, and restructuring charges.
We intend to expand our operations and increase our expenditures in an effort to grow our business. If we areunable to achieve or manage significant growth and expansion, or if our business does not grow as we expect, our operating results may suffer.
During the past year, we have significantly increased our research and development expenditures in an attempt to accelerate the commercialization of certain products, particularly our nano-structured LTO electrode materials and NanoSafe battery systems. Our business plan anticipates continued additional expenditure on development, manufacturing and other growth initiatives. We may not achieve significant growth. If achieved, significant growth would place increased demands on our management, accounting systems, network infrastructure and systems of financial and internal controls. We may be unable to expand associated resources and refine associated systems fast enough to keep pace with expansion, especially as we expand into multiple facilities at distant locations. If we fail to ensure that our management, control and other systems keep pace with growth, we may experience a decline in the effectiveness and focus of our management team, problems with timely or accurate reporting, issues with costs and quality controls and other problems associated with a failure to manage rapid growth, all of which would harm our results of operations.
Our competitors have more resources than we do, which may give them a competitive advantage.
We have limited financial, personnel and other resources and, because of our early stage of development,have limited access to capital. We compete or may compete against entities that are much larger than we are, have more extensive resources than we do and have an established reputation and operating history. Because of their size, resources, reputation, history and other factors, certain of our competitors may be able to exploit acquisition, development and joint venture opportunities more rapidly, easily or thoroughly than we can. In addition, potential customers may choose to do business with our more established competitors, without regard to the comparative quality of our products, because of their perception that our competitors are more stable, are more likely to complete various projects, are more likely to continue as a going concern and lend greater credibility to any joint venture.
We will not generate substantial revenues from our life science products unless proposed products receiveFDA approval and achieve substantial market penetration.
We have entered into development and license agreements with respect to RenaZorb, a potential drugcandidate for humans with kidney disease, and other life science products, and expect to enter into additional licensing and/or supply agreements in the future. Most of the potential life sciences applications of our technologies are subject to regulation by the FDA and similar regulatory bodies. In general, license agreements in the life sciences area call for milestone payments as certain milestones related to the development of the products and the obtaining of regulatory approval are met; however, the receipt by the licensor of substantial recurring revenues is generally tied to the receipt of marketing approval from the FDA and the amount of revenue generated from the sale of end products. There are substantial risks associated with licensing arrangements, including the following:
Further testing of potential life science products using our technology may indicate that suchproducts are less effective than existing products, unsafe, have significant side effects or are otherwise not viable;
The licensees may be unable to obtain FDA or other regulatory approval for technical, political or otherreasons or, even if it obtains such approval, may not obtain such approval on a timely basis; and
End products for which FDA approval is obtained, if any, may fail to obtain significant market share forvarious reasons, including questions about efficacy, need, safety and side effects or because of poor marketing by the licensee.
If any of the foregoing risks, or other risks associated with our life science products were to occur, wewould not receive substantial, recurring revenue from our life science division, which would adversely affect our overall business, operations and financial condition.
As manufacturing becomes a larger part of our operations, we will become exposed to accompanying risks and liabilities.
We have not produced any pigments, nanoparticles or other products using our nanomaterials andtitanium dioxide pigment technology and equipment on a sustained commercial basis. In-house or outsourced manufacturing is becoming an increasingly significant part of our business. If and as manufacturing becomes a larger part of our business, we will become increasingly subject to various risks associated with the manufacturing and supply of products, including the following:
If we fail to supply products in accordance with contractual terms, including terms related to time ofdelivery and performance specifications, we may become liable for direct, special, consequential and other damages, even if manufacturing or delivery was outsourced;
Raw materials used in the manufacturing process, labor and other key inputs may become scarce andexpensive, causing our costs to exceed cost projections and associated revenues;
Manufacturing processes typically involve large machinery, fuels and chemicals, any or all of whichmay lead to accidents involving bodily harm, destruction of facilities and environmental contamination and associated liabilities; and
We may have, and may be required to, make representations as to our right to supply and/or licenseintellectual property and to our compliance with laws. Such representations are usually supported by indemnification provisions requiring us to defend our customers and otherwise make them whole if we license or supply products that infringe on third-party technologies or violate government regulations.
Any failure to adequately manage risks associated with the manufacture and supply of materials andproducts could lead to losses (or small gross profits) from that segment of our business and/or significant liabilities, which would adversely affect our business, operations and financial condition.
We have issued a $3,000,000 note to secure the purchase of the land and the building where our nanomaterialsand titanium dioxide pigment assets are located.
In August 2002, we entered into a purchase and sale agreement with BHP Minerals International Inc. topurchase the land, building and fixtures in Reno, Nevada where our nanomaterials and titanium dioxide pigment assets are located. In connection with this transaction, we issued to BHP a note in the amount of $3,000,000, at an interest rate of 7%, secured by the property we acquired. The first two payments of $600,000 of principal plus accrued interest were due and paid on February 8, 2006 and February 8, 2007. Additional payments of $600,000 plus accrued interest are due annually on February 8, 2008 through 2010. If we fail to make the required payments on the note, BHP has the right to foreclose and take the property. If this should occur, we would be required to relocate our primary operating assets and offices, causing a significant disruption in our business.
We may not be able to raise sufficient capital to meet future obligations.
As of December 31, 2006, we had approximately $27.2 million in cash, cash equivalents and short-terminvestments. As we take additional steps to enhance our commercialization and marketing efforts, or respond to acquisition opportunities or potential adverse events, our use of working capital may increase significantly. In any such event, absent a comparatively significant increase in revenue, we will need to raise additional capital in order to sustain our ongoing operations, continue unfinished testing and additional development work and, if certain of our products are commercialized, construct and operate facilities for the production of those products.
We may not be able to obtain the amount of additional capital needed or may be forced to pay an extremely high price for capital. Factors affecting the availability and price of capital may include the following:
Market factors affecting the availability and cost of capital generally;
The price, volatility and trading volume of our common shares;
Our financial results, particularly the amount of revenue we are generating from operations;
The amount of our capital needs;
The markets perception of companies in one or more of our lines of business;
The economics of projects being pursued; and
The markets perception of our ability to execute our business plan and any specific projects identified as uses of proceeds.
If we are unable to obtain sufficient capital or are forced to pay a high price for capital, we may be unable to meet future obligations or adequately exploit existing or future opportunities.
Our past and future operations may lead to substantial environmental liability.
Virtually any prior or future use of our nanomaterials and titanium dioxide pigment technology is subjectto federal, state and local environmental laws. In addition, we are in the process of reclaiming mineral property that we leased in Tennessee. Under applicable environmental laws, we may be jointly and severally liable with prior property owners for the treatment, cleanup, remediation and/or removal of any hazardous substances discovered at any property we use. In addition, courts or government agencies may impose liability for, among other things, the improper release, discharge, storage, use, disposal or transportation of hazardous substances. If we incur any significant environmental liabilities, our ability to execute our business plan and our financial condition would be harmed.
Certain of our experts and directors reside in Canada and may be able to avoid civil liability.
We are a Canadian corporation, and three of our directors and our Canadian legal counsel are residentsof Canada. As a result, investors may be unable to effect service of process upon such persons within the United States and may be unable to enforce court judgments against such persons predicated upon civil liability provisions of the U.S. securities laws. It is uncertain whether Canadian courts would enforce judgments of U.S. courts obtained against us or such directors, officers or experts predicated upon the civil liability provisions of U.S. securities laws or impose liability in original actions against us or our directors, officers or experts predicated upon U.S. securities laws.
We are dependent on key personnel.
Our continued success will depend to a significant extent on the services of Dr. Alan J. Gotcher, our ChiefExecutive Officer and President, Edward Dickinson, our Chief Financial Officer, and Dr. Bruce Sabacky, our Chief Technology Officer. We have key man insurance on the lives of Dr. Gotcher and Dr. Sabacky. We do not have agreements requiring any of our key personnel to remain with our company. The loss or unavailability of any or all of these individuals would harm our ability to execute our business plan, maintain important business relationships and complete certain product development initiatives, which would harm our business.
We may issue substantial amounts of additional shares without stockholder approval.
Our articles of incorporation authorize the issuance of an unlimited number of common shares that maybe issued without any action or approval by our stockholders. In addition, we have various stock option plans that have potential for diluting the ownership interests of our stockholders. The issuance of any additional common shares would further dilute the percentage ownership of our company held by existing stockholders.
The market price of our common shares is highly volatile and may increase or decrease dramatically at anytime.
The market price of our common shares may be highly volatile. Our stock price may change dramaticallyas the result of announcements of product developments, new products or innovations by us or our competitors, uncertainty regarding the viability of the nanomaterials and titanium dioxide pigment technology or any of our product initiatives, significant customer contracts, significant litigation or other factors or events that would be expected to affect our business, financial condition, results of operations and future prospects. In addition, the market price for our common shares may be affected by various factors not directly related to our business or future prospects, including the following:
Intentional manipulation of our stock price by existing or future shareholders or a reaction by investorsto trends in our stock rather than the fundamentals of our business;
A single acquisition or disposition, or several related acquisitions or dispositions, of a large number ofour shares, including by short sellers covering their position;
The interest of the market in our business sector, without regard to our financial condition, results ofoperations or business prospects;
Positive or negative statements or projections about our company or our industry, by analysts, stockgurus and other persons;
The adoption of governmental regulations or government grant programs and similar developmentsin the United States or abroad that may enhance or detract from our ability to offer our products and services or affect our cost structure; and
Economic and other external market factors, such as a general decline in market prices due to pooreconomic indicators or investor distrust.
We have never declared a cash dividend and do not intend to declare a cash dividend in the foreseeable future.
We have never declared or paid cash dividends on our common shares. We currently intend to retain any future earnings, if any, for use in our business and, therefore, do not anticipate paying dividends on our commonshares in the foreseeable future.
We are subject to various regulatory regimes, and may be adversely affected by inquiries, investigations andallegations that we have not complied with governing rules and laws.
In light of our status as a public company and our lines of business, we are subject to a variety of laws and regulatory regimes in addition to those applicable to all businesses generally. For example, we are subjectto the reporting requirements applicable to Canadian and United States reporting issuers, such as the Sarbanes-
Oxley Act of 2002, the rules of the NASDAQ Capital Market and certain state and provincial securities laws.
We are also subject to state and federal environmental, health and safety laws, and rules governing department ofdefense contracts. Such laws and rules change frequently and are often complex. In connection with such laws, we are subject to periodic audits, inquiries and investigations. Any such audits, inquiries and investigations may divert considerable financial and human resources and adversely affect the execution of our business plan.
For example, on March 30, 2005, we received a letter of inquiry from the SEC requesting informationrelating to a press release we issued on February 10, 2005, in which we announced developments in a rechargeable battery technology that incorporates our lithium titanate battery materials. After providing the requested information, we received a follow up letter of inquiry dated August 2, 2005 requesting additional information related to our battery programs, emails of certain affiliates, certain transactions and recent earnings calls. We provided the information to the SEC in a series of letters sent during September and October 2005. We have not been contacted by the SEC since providing all requested information in October 2005 or been notified of any ongoing activity or pending proceeding. The absence of any additional letters of inquiry related to the matter for an approximate 18 month period suggests to us that the inquiry may be completed; however, we have received no notice from the SEC with respect to the status of the inquiry and are uncertain as to its status. Based upon advice of counsel that the SEC frequently does not apprise a company whether an inquiry has been terminated or is ongoing, we expect to remain uncertain in the foreseeable future. Our response to the SEC inquiry diverted considerable financial and human resources, which harmed our ability to execute our business plan for a time, and leaves a level of uncertainty going forward, which may harm our ability to enter into business relationships, recruit qualified officers and employees and raise capital.
Through such audits, inquiries and investigations, we or a regulator may determine that we are out ofcompliance with one or more governing rules or laws. Remedying such non-compliance diverts additional financial and human resources. In addition, in the future, we may be subject to a formal charge or determination that we have materially violated a governing law, rule or regulation. Any charge, and particularly any determination, that we had materially violated a governing law would harm our ability to enter into business relationships, recruit qualified officers and employees and raise capital.
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